Independent Proxy Advisory Firms ISS and Glass Lewis Recommend Kolibri Global Energy Inc.’s Shareholders Vote Against the Share Limit Resolution Proposed by TFG Asset Management UK LLP
Kolibri Global Energy Inc. (the “Company” or “Kolibri”) (TSX: KEI, NASDAQ: KGEI) announces that the two leading independent proxy advisory firms, Institutional Shareholder Services Inc. ("ISS") and Glass Lewis & Co. LLC ("Glass Lewis") have each recommended that Company’s shareholders vote AGAINST the resolution to alter the Notice of Articles of the Company to cap the number of common shares that the Company is authorized to issue at 37,367,894 (the “Share Limit Proposal”) at the Company’s special general meeting of shareholders scheduled for November 25, 2025 (the “Meeting”). The resolution was proposed by a shareholder of the Company, TFG Asset Management UK LLP (“TFG”), who also requisitioned the Meeting.
ISS and Glass Lewis Recommendations
In making its recommendation that shareholders vote "AGAINST" the Share Limit Proposal, ISS noted that:
“As the board has indicated, the Share Limit Proposal could reduce strategic optionality, increase costs, and impair the company's ability to implement its shareholder-approved equity compensation plans. The board has correctly noted that several stock exchange policies and certain securities laws already limit the company's ability to dilute for certain significant issuances without shareholder approval. At the same time, TFG has not disclosed compelling rationale for implementing a limit which could prove burdensome.”
In making its recommendation "AGAINST" the Share Limit Proposal, Glass Lewis concluded that:
“In this case, we do not find the incumbent Board's capital allocation practices to be concerning, nor do we believe there currently exists any evident or compelling reason to adopt further measures that would limit the Board's ability to effectively manage the Company's share capital. Further, we note that, as of the date of writing this report, TFG has not disclosed a rationale underpinning the need for the Company to implement a reduction in its authorized share capital, thus offering no insight as to why such a reduction may be required or beneficial for the Company and its unaffiliated shareholders at this time.
Accordingly, we recommend shareholders vote on the Management GREEN proxy card AGAINST this proposal.”
Board Recommendation
Kolibri’s board of directors (the “Board”) has carefully reviewed the Share Limit Proposal and determined that its adoption would be detrimental to shareholders and not in the best interests of the Company. Management and the Board unanimously recommends that shareholders vote AGAINST the Share Limit Proposal.

