Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Gibson Energy Inc. Proxy Solicitation & Information Statement 2026

Apr 2, 2026

46796_rns_2026-04-02_926f4729-9107-47df-a0a0-8bb59b576862.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

ANNUAL MEETING FOR GIBSON ENERGY INC.

NOTICE AND ACCESS NOTIFICATION TO SHAREHOLDERS

You are receiving this notification as Gibson Energy Inc. ("Gibson") has elected to use the notice and access model for delivery of meeting materials to holders ("Shareholders") of common shares of Gibson ("Common Shares") who do not hold their Common Shares in their own name but hold them in the name of a nominee (usually a trust company, securities broker or other financial institution) ("Beneficial Shareholders"). Gibson has elected not to use the notice and access model for Shareholders who hold their Common Shares in their own name ("Registered Shareholders"). Under notice and access, Beneficial Shareholders still receive a proxy or voting instruction form enabling them to vote at Gibson's annual meeting (the "Meeting"). However, instead of a paper copy of the Information Circular (defined below), Beneficial Shareholders receive this notice with information on how they may access the meeting materials electronically. The use of this alternative means of delivery is more environmentally friendly as it will help reduce paper use and will reduce the cost of printing and mailing meeting materials to Shareholders.

SHAREHOLDERS OF GIBSON ARE INVITED TO OUR ANNUAL MEETING OF SHAREHOLDERS

WHEN WHERE
Tuesday, May 5, 2026
10:00 a.m. (Mountain Daylight Time) Hybrid (virtual and in-person) meeting via live webcast at:
https://meetings.lumiconnect.com/400-823-796-176
and in person at:
The Westin Calgary, 320 4 Avenue S.W., Calgary, Alberta, T2P 2S6, Bow Valley Room

BUSINESS OF THE MEETING

The items of business at the Meeting are:

  1. receiving the audited annual consolidated financial statements for the year ended December 31, 2025 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; and
  5. transacting such other business as may properly come before the Meeting or any adjournment or postponement thereof.

The specific details of the matters to be brought before the Meeting are set forth in Gibson's Management Information Circular dated March 23, 2026 (the "Information Circular"). Shareholders are reminded to review the Information Circular carefully and in full prior to voting in relation to the matters to be conducted at the Meeting. Disclosure regarding matters to be voted on may be found in the following sections of the Information Circular:

  1. Financial Statements and Auditor's Report – "Business of the Annual Meeting – Financial Statements and Auditor's Report" on page 8 of the Information Circular;
  2. Election of Directors – "Business of the Annual Meeting – Election of Directors" on page 8 of the Information Circular;
  3. Appointment of Auditors – "Business of the Annual Meeting – Appointment of Auditors and Audit Tender Process" on page 15 of the Information Circular; and
  4. Advisory Vote on Executive Compensation – "Business of the Annual Meeting – Advisory Vote on Our Approach to Executive Compensation" on page 16 of the Information Circular.

THE RIGHT TO VOTE

Holders of Common Shares as at the close of business on March 18, 2026 are entitled to receive notice of and to attend and vote online at the Meeting, or any adjournment or postponement thereof.

All Shareholders are invited to attend the in-person or virtual Meeting. Shareholders who are unable to attend the in-person or virtual Meeting are requested to carefully follow the instructions on the enclosed proxy or voting instruction form, including when and where the proxy or voting instruction form is to be delivered and the manner in which voting instructions may be provided. Voting instructions must be provided at least 48 hours, excluding Saturdays, Sundays and holidays, before the Meeting or any adjournment or postponement thereof. Please see the Information Circular for further instructions on voting.

Beneficial Shareholders should ensure that instructions respecting the voting of their Common Shares are communicated to the appropriate person or that the Common Shares are duly registered in their name. See the Information Circular for further instructions.


Page | 2

VOTING INSTRUCTIONS

Your vote is important! Whether or not you plan to attend the in-person or virtual Meeting, we encourage you to vote. Your participation as a Shareholder is very important to us.

PARTICIPANTS IN GIBSON'S EMPLOYEE SHARE OWNERSHIP PLAN

Participants in Gibson's Employee Share Ownership Plan are asked to return their proxies to Odyssey Trust Company using the following methods by 10:00 a.m. (Mountain Daylight Time) on Friday, May 1, 2026:

INTERNET: https://vote.odysseytrust.com

EMAIL: [email protected]

MAIL: Odyssey Trust Company, Traders Bank Building, 1100, 67 Yonge Street Toronto, ON M5E 1J8

Attn: Proxy Department

In order to be valid and acted upon at the Meeting, completed proxies or votes must be received by Odyssey Trust Company by 10:00 a.m. (Mountain Daylight Time) on Friday, May 1, 2026 or, in the case of any adjournment or postponement of the Meeting, at least 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the adjourned or postponed Meeting. A person appointed as a proxyholder need not be a Shareholder. See the Information Circular for further instructions.

BENEFICIAL SHAREHOLDERS

Beneficial Shareholders are asked to return their voting instruction form using the following methods by 10:00 a.m. (Mountain Daylight Time) on Friday, May 1, 2026:

INTERNET: www.proxyvote.com

TELEPHONE: 1-800-474-7493 (Canada) OR 1-800-454-8683 (U.S.)

MAIL: Data Processing Centre, P.O. Box 3700, STN Industrial Park, Markham ON, Canada, L3R 9Z9 (Canada) OR

Proxy Services, PO Box 9104, Farmingdale, New York, United States, 11735-9533 (U.S.)

WEBSITES WHERE MEETING MATERIALS ARE POSTED

Materials can be viewed online at www.sedarplus.ca or at the following internet address:

Voting Materials: https://www.gibsonenergy.com/investor-centre/shareholder-information/2026-annual-meeting-of-shareholders/

HOW TO OBTAIN PAPER COPIES OF THE MEETING MATERIALS

Beneficial Shareholders may request paper copies of the meeting materials be sent to them by postal delivery at no cost. Requests for meeting materials may be made up to one year from the date the Information Circular was filed on SEDAR+, by emailing [email protected] or alternatively, by contacting Gibson at 403-206-4000 or toll-free at 1-855-776-3077.

In order to allow reasonable time for a Beneficial Shareholder to receive and review the Information Circular, requests should be received at least 5 business days in advance of the proxy deposit date and time set out in the accompanying proxy or voting instruction form in order to receive the meeting materials in advance of such date and the Meeting date.

QUESTIONS

Shareholders in Canada with questions about the Meeting, or about notice and access, can call Gibson's Investor Relations at 403-206-4000, or if outside of Canada, shareholders can speak to Gibson by calling toll-free at 1-855-776-3077.

WEBCAST

A live audio webcast of the Meeting will be available. The details for the webcast will be announced at least two weeks prior to the Meeting via press release.

By order of the Board of Directors of Gibson Energy Inc.

Curtis D. Philippon

President and Chief Executive Officer

March 23, 2026