ISS and Glass Lewis recommend against Kolibri share limit proposal

Independent proxy advisory firms Institutional Shareholder Services Inc. and Glass Lewis & Co. LLC have recommended that Kolibri Global Energy Inc. (TSX: KEI, NASDAQ: KGEI) shareholders vote against a proposal to cap the company's authorized common shares at 37,367,894.

The share limit resolution was proposed by TFG Asset Management UK LLP, a Kolibri shareholder, for consideration at a special general meeting scheduled for November 25, 2025, at 9:00 a.m. Pacific Time in Westlake Village, California.

ISS stated in its recommendation that "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 firm noted that stock exchange policies and securities laws already limit the company's ability to dilute shares for significant issuances without shareholder approval, while TFG has not provided compelling rationale for the limit.

Glass Lewis concluded that it does not find "the incumbent Board's capital allocation practices to be concerning" and sees no evident reason to adopt measures limiting the board's ability to manage share capital. The firm noted that TFG has not disclosed rationale for why a reduction in authorized share capital would be required or beneficial.

Kolibri's board of directors unanimously recommends shareholders vote against the proposal, stating that adoption would be detrimental to shareholders and not in the company's interests.

Shareholders of record as of October 6, 2025, are entitled to vote at the meeting. The proxy voting deadline is November 21, 2025, at 9:00 a.m. Pacific Time.

Kolibri Global Energy is a North American energy company focused on oil and gas projects in the United States.

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