Gran Tierra Energy Inc

1. 1

   The Sale Proposal

   ManagementBoard: FOR

   Approve the Share Purchase Agreement and the transactions contemplated by it, including the sale by Gran Tierra Energy International Holdings GmbH of all issued and outstanding equity interests of Gran Tierra Energy CI GmbH to Maurel & Prom Andina S.A.S., which may constitute a sale of substantially all of Gran Tierra’s property and assets under Section 271 of the DGCL.

   More detail

   The proposal asks stockholders to approve the Share Purchase Agreement and the related Sale of Gran Tierra’s Colombia and Ecuador business. Gran Tierra Energy International Holdings GmbH, an indirect subsidiary, would sell all equity interests in Gran Tierra Energy CI GmbH to Maurel & Prom Andina S.A.S. for total consideration of approximately $1.33 billion, subject to contractual adjustments. Management seeks approval because the transaction may be viewed under Delaware law as a sale of substantially all of Gran Tierra’s property and assets, making stockholder approval relevant under Section 271 of the DGCL. Completion is expressly conditioned on receiving the required affirmative vote from holders of a majority of outstanding shares entitled to vote. The transaction would transfer the Colombia and Ecuador operations while leaving Gran Tierra as a public company focused on its retained Canada and Azerbaijan businesses. Management expects to use net proceeds primarily to reduce outstanding debt and make strategic investments in the retained business. The Board considered the purchase price, strategic alternatives, operating prospects, transaction terms, regulatory and execution risks, and the fairness opinion delivered by BofA Securities. The Board unanimously concluded that the Sale is advisable and in the best interests of Gran Tierra and its stockholders. Accordingly, the Board unanimously recommends that stockholders vote FOR the Sale Proposal.

2. 2

   The Compensation Proposal

   ManagementBoard: FOR

   Approve, on an advisory and non-binding basis, the compensation that may be paid or provided to Gran Tierra’s named executive officers in connection with the Sale and related transactions.

   More detail

   The proposal asks stockholders to approve, on an advisory and non-binding basis, compensation that may be paid or become payable to Gran Tierra’s named executive officers in connection with the Sale. The vote covers agreements, arrangements, and compensation items disclosed under the proxy statement’s discussion of potential Sale-related payments. The compensation includes accelerated vesting and settlement of equity awards, possible severance payments upon qualifying terminations, stock-option value for certain awards, and a tax gross-up potentially payable to the chief executive officer. Because the Sale is treated as a Corporate Transaction under the company’s equity plans, unvested RSUs and PSUs held by eligible participants are expected to vest at Completion. The Board has determined that the awards will be settled through a combination of approximately 3 million net shares and cash, using the stated settlement assumptions. Certain severance amounts are double-trigger and depend on a qualifying termination, while much of the equity acceleration is single-trigger upon Completion. The proposal is required by Section 14A and Rule 14a-21(c) of the Exchange Act for the disclosed golden-parachute compensation. Approval is not a condition to Completion, and the compensation may be paid even if stockholders reject the proposal. The Board unanimously recommends that stockholders vote FOR the Compensation Proposal.

3. 3

   The Adjournment Proposal

   ManagementBoard: FOR

   Approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Sale Proposal.

   More detail

   The proposal asks stockholders to authorize an adjournment of the Special Meeting if additional time is needed to obtain proxies supporting the Sale Proposal. The authority may be used when the votes present at the meeting are insufficient to approve the Sale Proposal. An adjournment could allow Gran Tierra to continue solicitation efforts and give stockholders additional opportunity to submit voting instructions. The Board may also postpone the meeting before it begins for solicitation or other reasons, subject to the terms described in the proxy statement. If the Sale Proposal has already been approved, Gran Tierra does not intend to call a vote on the Adjournment Proposal. Proxies already submitted may be revoked before they are used if the meeting is adjourned for additional solicitation. Approval requires the affirmative vote of a majority of shares present in person or represented by proxy and entitled to vote. Abstentions count toward the quorum and have the same effect as votes against this proposal, while broker non-votes have no effect if a quorum is present. The Board unanimously recommends that stockholders vote FOR the Adjournment Proposal.

Upcoming shareholder meetings at Gran Tierra Energy Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Gran Tierra Energy Inc 2026 special meeting?

Gran Tierra Energy Inc (GTE) holds its 2026 special shareholder meeting on Friday, October 9, 2026.

What is the record date for the Gran Tierra Energy Inc 2026 meeting?

The record date for the Gran Tierra Energy Inc 2026 meeting is Monday, September 14, 2026. Shareholders of record on or before that date are eligible to vote.

What proposals will shareholders vote on at the Gran Tierra Energy Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Gran Tierra Energy Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.