Questions and Answers About the Proxy Materials and 2020 Annual Meeting
Why am I receiving these materials?
We are
sending you these proxy materials because the Board of Directors (the Board) of Gran Tierra Energy Inc., a Delaware corporation (Gran Tierra or the Company), is soliciting your proxy to vote at the 2020 annual
meeting of stockholders, including at any adjournments or postponements of the annual meeting. You are invited to attend the annual meeting to vote on the proposals described in this proxy statement. However, you do not need to attend the annual
meeting to vote your shares. Instead, if you are a stockholder of record of our common stock, you may simply complete, sign and return the proxy card, or follow the instructions below to submit your proxy over the telephone or through the internet.
See How do I vote below for further information on how to vote, including if you hold our common stock through a broker in street name or hold exchangeable shares.
Pursuant to rules adopted by the Securities and Exchange Commission (the SEC), we have elected to provide access to our proxy materials over the internet. We
are sending to our stockholders of record the proxy materials, including this proxy statement and an annual report, or a Notice Regarding the Availability of Proxy Materials (the Notice). We intend that our stockholders who hold their
stock in street name will receive a Notice from their broker, bank or other agent in which they hold the stock in street name, unless they have specified otherwise. All stockholders will have the ability to access the proxy
materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice.
We intend to mail the proxy materials and Notice beginning on March 25, 2020, to all stockholders of record entitled to vote at the annual meeting. We expect that
the Notice will be sent to stockholders who hold their stock in street name on or about this same date.
How do I attend the
annual meeting?
The meeting will be held on Wednesday, May 6, 2020, at 11:30 a.m. (Mountain time) at Centennial Place, 3rd Floor, West Tower, 250 - 5 Street SW, Calgary, Alberta, Canada T2P 0R4. Directions to the annual meeting may be found at http://www.grantierra.com/investor-relations/2020-annual-meeting.html.
Information on how to vote in person at the annual meeting is discussed below.
We are actively monitoring the public health and travel safety concerns relating to
the coronavirus (COVID-19) and the advisories or mandates that the various levels of government and related agencies may issue. In the event it is not possible or advisable to hold our annual meeting as currently planned, we will announce any
additional or alternative arrangements for the meeting, which may include a change in venue or holding the meeting solely by means of remote communication. Please monitor our annual meeting website at
www.grantierra.com/investor-relations/2020-annualmeeting and our filings with the SEC for updated information. If you are planning to attend our meeting, please check our website the week of the meeting. As always, we encourage you to vote your
shares prior to the annual meeting.
Who can vote at the annual meeting?
Only stockholders of record at the close of business on March 10, 2020, will be entitled to vote at the annual meeting. On this record date, there were 366,981,556
shares of common stock outstanding and entitled to vote.
Stockholders of Record: Shares Registered in Your Name
If at the close of business on March 10, 2020, your shares were registered directly in your name with Gran Tierras transfer agent, Computershare Investor
Services, then you are a stockholder of record. As a stockholder of record, you may vote in person at the annual meeting or vote by proxy. Whether or not you plan to attend the annual meeting, we urge you to fill out and return the proxy or vote by
proxy by telephone or on the internet as instructed below to ensure your vote is counted.
Beneficial Owner: Shares Registered in the Name
of a Broker or Bank
If at the close of business on March 10, 2020, your shares were held, not in your name, but rather in an account at a brokerage
firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in street name and the Notice, and/or these proxy materials if you have received them, are being forwarded to you by that organization.
The organization holding your account is considered to be the stockholder of record for purposes of voting at the annual meeting. As a beneficial owner, you have
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Gran Tierra Energy 2020 Proxy Statement
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