Gran Tierra Energy (GTE) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 8, 2026, will be held virtually, allowing all shareholders to participate regardless of location.

• 2025 performance included over 100% reserve replacement, ending with 258 MMBOE in 2P reserves, and significant development and exploration potential in Canada, Colombia, and Ecuador.

• Financial strength improved through successful bond exchange and enhanced liquidity, with a focus on maximizing free cash flow and deleveraging in 2026.

• Safety culture emphasized, with 37.2 million person-hours worked without a Lost Time Incident in 2025.

• ESG initiatives advanced, including large-scale reforestation, flaring reduction, and social investment programs benefiting over 36,000 people.

Voting matters and shareholder proposals

• Shareholders will vote on: election of five directors, ratification of KPMG LLP as independent auditor for 2026, and an advisory vote on executive compensation.

• Board recommends voting FOR all proposals.

• Shareholders may submit proposals for the 2027 meeting by November 19, 2026, and nominate directors per bylaw and SEC Rule 14a-19 requirements.

Board of directors and corporate governance

• Five director nominees: Robert B. Hodgins (Chair), Gary S. Guidry (CEO), Alison M. Redford, Ronald W. Royal, and Brooke Wade.

• Four of five nominees are independent; all committees are 100% independent.

• Board leadership is separated between Chair and CEO; annual self-evaluations and majority voting standard for directors.

• Committees: Audit, Compensation, Health, Safety & Environment, Nominating & Corporate Governance, and Reserves.

• Directors meet share ownership requirements and are subject to an insider trading policy prohibiting speculative transactions.