Gran Tierra Energy (GTE) Proxy filing summary

Executive summary

• Definitive proxy statement filed for a special meeting to approve the $1.33 billion sale of Colombian and Ecuadorian businesses to Maurel & Prom, with adjustments possible.

• The sale is a key strategic move, shifting operational focus to Canada and ongoing interests in Azerbaijan.

• Forward-looking statements highlight expectations for timely completion, subject to shareholder and regulatory approvals.

• Key risks include potential delays, failure to obtain approvals, and transaction-related costs.

Voting matters and shareholder proposals

• Stockholders will vote on the sale proposal, an advisory proposal on transaction-related executive compensation, and a proposal to adjourn the meeting if needed.

• Approval of the sale requires a majority of outstanding shares entitled to vote.

• Proxy materials are distributed with instructions for electronic voting and participation in a virtual-only meeting.

Board of directors and corporate governance

• The board unanimously recommends approval of the sale and related transactions.

• Directors and executive officers may participate in proxy solicitation.