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Energy SpA — Proxy Solicitation & Information Statement 2023
Mar 24, 2023
4100_agm-r_2023-03-24_8c159d2d-700b-40c3-a3b3-539d050eebfe.pdf
Proxy Solicitation & Information Statement
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GRAN TIERRA ENERGY INC.

Trader's Bank Building
702, 67 Yonge Street
Toronto, On M5E 1J8
Form of Proxy – Annual Meeting to be held on May 3, 2023
Appointment of Proxyholder
I/We being the undersigned holder(s) of Gran Tierra Energy Inc. hereby appoint Gary S. Guidry and Ryan Ellson, or either of them,
Print the name of the person you are appointing if this person is someone other than the Proxyholders listed herein:
as my/our proxyholder with full power of substitution and to attend, act, and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as indicated in the Notes to Proxy below) and all other matters that may properly come before the Annual Meeting of Stockholders (the "Meeting") of Gran Tierra Energy Inc. (the "Corporation") to be held virtually at https://web.lumiagm.com/251955864 on WEDNESDAY, MAY 3, 2023, AT 10:00 A.M. (MOUNTAIN TIME) or at any adjournment thereof.
OR
The Board of Directors recommend a vote FOR all the nominees listed in Proposal 1 and FOR Proposals 2, 3 and 4.
| 1 | f . E l t i D i ct ec on o re or s. |
F or |
A i t ga ns |
A b st ai n |
F or |
A i t ga ns |
A b st ai n |
F or |
A i t ga ns |
A b st ai n |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Pe J. D ter a. ey |
b. | Ga S. Gu idr ry y |
Ev H ell c. an az |
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| d. Ro be rt B. Ho d gin s |
e. | Al iso n R ed fo rd |
f. R ald W . R al on oy |
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| So Sc nd ott g. ra |
h. | S Da vid P. mi th |
i. Br ke W ad oo e |
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| 2 | . P l i f h i of K P M G L L P G n T i E y I .' s i nd nd gi ed ub l i i t at y t nt nt t st nt ro po sa o r e a p po me as ra er ra ne r g nc e pe en re er p c a cc ou n g |
F or |
A i t ga ns |
A b ai st n |
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| f f i 2 0 2 3 rm or |
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| 3 . P l d vi y b i h i of G n T i E y I .' ed i of f i t t at ut ro po sa o a p pro ve , o n a n a so r as s, e c om pe ns on ra er ra ne r g nc s n am ex ec ve ce rs, as d i l ed i n t h t at t sc os e pro y s em en x |
F or |
A i t ga ns |
A b st ai n |
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| 4 . P l t nd nt t o G n T i E y I .' s C ert i f i t f I rat i t f f t st k pl i t ro po sa o a p pro ve a n a me me ra er ra ne r g nc ca e o nc or po on o e ec a rev er se oc s \$ of h e C i ' s i d k l 0 .0 0 1 h k pl i i f 1 f 1 0 t rat st t st t t or po on ss ue co mm on oc , p ar va ue pe r s ar e a a rev er se oc s ra o o or |
F or |
A i t ga ns |
A b st ai n |
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Authorized Signature(s) – This section must be completed for your instructions to be executed.
I/we authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by the Board of Directors.
Signature(s):
Date
MM / DD / YY
/ /
Annual Financial Statements – Check the box to the right if you would like to DECLINE to receive the Annual Financial Statements and accompanying Management's Discussion and Analysis by mail.
☐
This form of proxy is solicited by and on behalf of the Board of Directors.
Proxies must be received by 10:00 am, Mountain Time, on May 1, 2023.
Notes to Proxy
-
- Each holder has the right to appoint a person, who need not be a holder, to attend and represent him or her at the Meeting. If you wish to appoint a person other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided on the reverse.
-
- If the securities are registered in the name of more than one holder (for example, joint ownership, trustees, executors, etc.) then all of the registered owners must sign this proxy in the space provided on the reverse. If you are voting on behalf of a corporation or another individual, you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.
-
- This proxy should be signed in the exact manner as the name appears on the proxy.
-
- If this proxy is not dated, it will be deemed to bear the date on which it is mailed by the holder.
-
- The securities represented by this proxy will be voted as directed by the holder. If no such directions are made, this proxy will be voted FOR all the nominees listed in Proposal 1 and FOR Proposals 2, 3 and 4. The proxyholders named above are hereby authorized to vote in their discretion upon such other business as may properly come before the Meeting or any adjournment or postponement thereof.
-
- The securities represented by this proxy will be voted or withheld from voting, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.
-
- This proxy confers discretionary authority in respect of amendments to matters identified in the Notice of Meeting or other matters that may properly come before the Meeting.
-
- This proxy should be read in conjunction with the accompanying documentation provided by Gran Tierra Energy Inc. .
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on May 3, 2023.
The Notice, Proxy Statement and Annual Report are available at: https://www.grantierra.com/investor-relations/2023-annual-meeting INSTEAD OF MAILING THIS PROXY, YOU MAY SUBMIT YOUR PROXY USING SECURE ONLINE VOTING:

To Vote Your Proxy Online please visit:
https://login.odysseytrust.com/pxlogin and click on

. You will require the CONTROL NUMBER printed with your address to the right. If you vote by Internet, do not mail this proxy.
To request the receipt of future documents via email and/or to sign up for Securityholder Online services, you may contact Odyssey Trust Company at www.odysseycontact.com
Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. A return envelope has been enclosed for voting by mail.

GRAN TIERRA ENERGY INC.

Voting Instruction Form ("VIF") – ANNUAL MEETING OF STOCKHOLDERS to be held on MAY 3, 2023
Trader's Bank Building 702, 67 Yonge Street Toronto, On M5E 1J8
Appointee(s)
I/We being the undersigned holder(s) of Gran Tierra Energy Inc. hereby appoints Gary S. Guidry and Ryan Ellson, or either of them,
Print the name of the person you are appointing if this person is someone other than the Appointees listed herein:
as my/our appointee with full power of substitution and to attend, act, and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as indicated in the Notes to VIF below) and all other matters that may properly come before the ANNUAL MEETING OF STOCKHOLDERS (the "Meeting") of GRAN TIERRA ENERGY INC. (the "Corporation") to be held virtually at https://web.lumiagm.com/251955864 on WEDNESDAY, MAY 3, 2023, AT 10:00 A.M. (MOUNTAIN TIME) or at any adjournment thereof.
OR
The Board of Directors recommend a vote FOR all the nominees listed in Proposal 1 and FOR Proposals 2, 3 and 4.
| 1 | f . E l t i D i ct ec on o re or s. |
F or |
A i t ga ns |
A b st ai n |
F or |
A i t ga ns |
A b st ai n |
F or |
A i t ga ns |
A b st ai n |
||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Pe J. D ter a. ey |
b. Ga S. Gu idr ry y |
Ev H ell c. an az |
||||||||||
| d. Ro be rt B. Ho d gin s |
Al iso n R ed fo rd e. |
f. R ald W . R al on oy |
||||||||||
| So Sc nd ott g. ra |
S h. Da vid P. mi th |
i. Br ke W ad oo e |
||||||||||
| 2 . P l i f h i of K P M G L L P G n T i E y I .' s i nd nd gi ed ub l i i t at y t nt nt t st nt ro po sa o r e a p po me as ra er ra ne r g nc e pe en re er p c a cc ou n g |
F or |
A i t ga ns |
A b ai st n |
|||||||||
| f f i 2 0 2 3 rm or |
||||||||||||
| 3 . P l d vi y b i h i of G n T i E y I .' ed i of f i t t at ut ro po sa o a p pro ve , o n a n a so r as s, e c om pe ns on ra er ra ne r g nc s n am ex ec ve ce rs, as |
F or |
A i t ga ns |
A b st ai n |
|||||||||
| d i l ed i n t h t at t sc os e pro y s em en x |
||||||||||||
| 4 . P l t nd nt t o G n T i E y I .' s C ert i f i t f I rat i t f f t st k pl i t ro po sa o a p pro ve a n a me me ra er ra ne r g nc ca e o nc or po on o e ec a rev er se oc s |
F or |
A i t ga ns |
A b st ai n |
|||||||||
| \$ of h e C i ' s i d k l 0 .0 0 1 h k pl i i f 1 f 1 0 t rat st t st t t or po on ss ue co mm on oc , p ar va ue pe r s ar e a a rev er se oc s ra o o or |
Authorized Signature(s) – This section must be completed for your instructions to be executed.
Signature(s): Date
I/we authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any VIF previously given with respect to the Meeting. If no voting instructions are indicated above, this VIF will be voted as recommended by the Board of Directors.
| / | / |
|---|---|
| / M M D |
/ D Y Y |
This form of VIF is solicited by and on behalf of the Board of Directors.
VIFs must be received by MAY 1, 2023 AT 10:00 AM (MOUNTAIN TIME)
Notes to VIF
-
- Each holder has the right to appoint a person, who need not be a holder, to attend and represent him or her at the Meeting. If you wish to appoint a person other than the persons whose names are printed herein, please insert the name of your chosen appointee in the space provided on the reverse.
-
- If the securities are registered in the name of more than one holder (for example, joint ownership, trustees, executors, etc.) then all of the holders must sign this VIF in the space provided on the reverse. If you are voting on behalf of a corporation or another individual, you may be required to provide documentation evidencing your power to sign this VIF with signing capacity stated.
-
- This VIF should be signed in the exact manner as the name appears on the VIF.
-
- If this VIF is not dated, it will be deemed to bear the date on which it is mailed by the holder.
-
- The securities represented by this VIF will be voted as directed by the holder. If no such directions are made, this VIF will be voted FOR all the nominees listed in Proposal 1 and FOR Proposals 2, 3 and 4. The appointees named above are hereby authorized to vote in their discretion upon such other business as may properly come before the Meeting or any adjournment or postponement thereof.
-
- The securities represented by this VIF will be voted or withheld from voting, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.
-
- This VIF confers discretionary authority in respect of amendments to matters identified in the Notice of Meeting or other matters that may properly come before the Meeting.
-
- This VIF should be read in conjunction with the accompanying documentation provided by the Corporation.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on May 3, 2023.
The Notice, Proxy Statement and Annual Report are available at: https://www.grantierra.com/investor-relations/2023-annual-meeting
INSTEAD OF MAILING THIS VIF, YOU MAY SUBMIT YOUR VIF USING SECURE ONLINE VOTING AVAILABLE ANYTIME:

To Vote Your VIF Online please
https://login.odysseytrust.com/pxlogin

. You will require the CONTROL NUMBER printed with your address to the right. If you vote by Internet, do not mail this VIF.
To request the receipt of future
documents via email and/or to sign up for Securityholder Online services, you may contact Odyssey Trust Company at www.odysseycontact.com.
Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. A return envelope has been enclosed for voting by mail.