Gran Tierra Energy (GTE) Proxy filing summary

Executive summary

• A special meeting is scheduled for October 9, 2026, to seek shareholder approval for the sale of all equity interests in a key subsidiary for $1.33 billion, shifting the business focus to Canada and Azerbaijan.

• The sale includes cash, assumption of debt, a pre-payment facility, and a note payable 364 days post-completion, with proceeds intended to eliminate debt and fund strategic investments.

• The board unanimously recommends voting in favor of the sale, executive compensation related to the sale, and the potential adjournment of the meeting to solicit more votes if needed.

• Completion is contingent on shareholder and regulatory approvals in Colombia and Ecuador, with a targeted closing in late 2026 or early 2027.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) approval of the sale, (2) advisory approval of executive compensation tied to the sale, and (3) adjournment of the meeting if more votes are needed.

• Approval of the sale requires a majority of outstanding shares; compensation and adjournment proposals require a majority of shares present or represented by proxy.

• Failure to vote, abstentions, or broker non-votes have the same effect as voting against the sale proposal.

Board of directors and corporate governance

• The board conducted a strategic review, considered market conditions, and engaged financial and legal advisors before approving the sale.

• The board determined the sale offers compelling value and liquidity, and the process included competitive bidding and negotiations.

• The board’s recommendation is based on a comprehensive assessment of risks, alternatives, and the fairness opinion from BofA Securities.