Gibson Energy Inc. — Proxy Solicitation & Information Statement 2022

Mar 29, 2022

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Notice of Annual and Special Meeting of Shareholders

to be held on May 3, 2022

When:

May 3, 2022 10:00 a.m. (Mountain Daylight Time)

Where:

Virtual only meeting via webcast at https://web.lumiagm.com/453779509

The items of business at the Meeting are:

1. receiving the audited annual consolidated financial statements for the year ended December 31, 2021 and the auditor's report thereon;

2. electing directors for the ensuing year or until their successors are elected or appointed;

3. appointing the auditors for the ensuing year and authorizing the directors to fix the remuneration to be paid to the auditors;

4. considering and, if thought advisable, approving an advisory resolution on our approach to executive compensation;

5. considering and, if thought advisable, approving all unallocated awards under our long-term incentive plan, as amended and restated; and

6. transacting such other business as may properly come before the Meeting or any adjournment or postponement thereof.

Information relating to the foregoing is set forth in the Management Information Circular which forms an integral part of this Notice of Annual and Special Meeting of Shareholders. Only shareholders of record as of the close of business on March 21, 2022 will be entitled to notice of and to vote online at the Meeting or any adjournment or postponement thereof. How you vote depends on whether you are a registered or beneficial shareholder. Please refer to the Management Information Circular for more details. The Meeting will be held in a virtual-only format. Technology is re-shaping many traditional technology-enhanced shareholder communications as a method to facilitate individual investor participation and consistent with the goals of the regulators, stakeholders and others invested in the corporate governance process. Applying technology to the Meeting by allowing virtual participation will make the Meeting more relevant, accessible and engaging for all involved, permitting a broader base of shareholders to participate in the Meeting, regardless of their geographic location. The virtual-only format for the Meeting will also help mitigate health and safety risks posed by the COVID-19 pandemic.

If you are unable to participate in the Meeting, please vote your shares by following the instructions on the enclosed instrument of proxy or the voting information form provided by your broker or other intermediary. Registered shareholders who are unable to participate in the virtual Meeting are requested to date, sign and return the accompanying form of proxy to Computershare Trust Company of Canada, by mail at 8[th] Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1. To be valid, a properly executed form of proxy must be received by Computershare Trust Company of Canada not less than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays) before the time fixed for holding the Meeting or any adjournment or postponement thereof. We may refuse to recognize any instruments of proxy received after that time. Please refer to "Solicitation of Proxies" in the accompanying Management Information Circular for more information on how to vote at the Meeting.

By order of the board of directors,

(signed) "Steven R. Spaulding"

Steven R. Spaulding President and Chief Executive Officer March 21, 2022