Expro Group Holdings NV

1. 1

   Cash Compensation Amendment Proposal

   ManagementBoard: FOR

   Amend Articles of Association to include a formula specifying cash compensation for shareholders exercising statutory withdrawal rights under Dutch law in connection with the Luxembourg Merger: the lower of (a) VWAP over last five trading days prior to effectiveness and (b) the closing price on the trading day immediately preceding effectiveness.

   More detail

   The Cash Compensation Amendment Proposal seeks shareholder approval to amend Expro N.V.’s Articles of Association to include a formula for determining cash compensation payable to shareholders who validly exercise statutory withdrawal rights under Section 2:333h of the Dutch Civil Code in connection with the proposed downstream cross-border Luxembourg Merger. Management frames this as a ministerial but important corporate housekeeping step to provide transparency and predictability for the valuation methodology used to calculate withdrawal payments, specifying the cash per share as the lower of (i) the five‑day VWAP on the NYSE prior to effectiveness (excluding the effective date) and (ii) the closing NYSE price on the trading day immediately prior to effectiveness. The Board recommends a vote FOR, arguing the amendment facilitates implementation of the Transaction by removing uncertainty around the formula and preserving liquidity and enforceability for any withdrawal claims, aligning shareholders’ expectations, and minimizing disputes over valuation mechanics. Adoption requires a simple majority of votes cast and is not a condition to completion of the overall Transaction; however, it affects withdrawal payments if exercised. The proposal has limited governance controversy because it standardizes a calculation rather than changing shareholder rights qualitatively, but it does lock in a market-based valuation mechanism that may produce a lower payment if market volatility pushes the VWAP or closing price downward; shareholders contemplating exercising withdrawal rights should evaluate timing and market risk. Overall this is a management-sponsored transactional proposal intended to operationalize statutory withdrawal mechanics for the Luxembourg Merger and reduce implementation risk by codifying the compensation formula into the Articles of Association.

2. 2

   Share Conversion Amendment Proposal

   ManagementBoard: FOR

   Amend Articles of Association to provide that Expro N.V. Common Shares that would be canceled under withdrawal rights will, immediately prior to the effective time of the Luxembourg Merger, convert into Class B shares and those Class B shares will be canceled upon the Luxembourg Merger—this conversion is intended to address potential UK tax issues for dissenting shareholders.

   More detail

   The Share Conversion Amendment Proposal requests shareholder approval to amend Expro N.V.’s Articles of Association so that any common shares subject to properly exercised statutory withdrawal rights will convert into a distinct class of Class B shares immediately prior to the effective time of the Luxembourg Merger, and those Class B shares will then be cancelled upon consummation of the Luxembourg Merger. Management’s rationale is tax-protective and administrative: the conversion is designed to reduce the risk that the Luxembourg Merger could be treated as a taxable disposition for United Kingdom tax purposes for Expro N.V. shareholders who are UK residents who do not exercise withdrawal rights, by segregating dissenting shareholders’ shares into a separate class that is then cancelled, which in management’s view avoids adverse UK consequences. The Board recommends a vote FOR, arguing the amendment is a narrowly tailored measure to mitigate cross-jurisdictional tax risks for UK holders while imposing no effect absent any withdrawal requests. The proposal requires a simple majority of votes cast. From a governance standpoint, the proposal alters share class mechanics temporarily for administrative purposes and preserves the economic one-for-one exchange for non-dissenting shareholders; however, it raises standard shareholder protections questions—e.g., whether creating and canceling a separate class could affect equal treatment or complicate enforcement of withdrawal claims for those who dissent. Overall, this is a management-sponsored technical amendment intended to reduce international tax friction associated with exercise of withdrawal rights in the Luxembourg Merger; it is conditional in effect (it will only matter if shareholders exercise withdrawal rights) and is justified by management on tax-policy grounds.

3. 3

   Transaction Proposal

   ManagementBoard: FOR

   Approve the proposed two-step redomicile Transaction: (a) downstream cross-border merger of Expro N.V. into Expro Luxembourg S.A. (Luxembourg Merger) and (b) subsequent downstream cross-border merger of Expro Luxembourg into Expro Ltd (Cayman Merger), so that the ultimate parent is a Cayman Islands company and shareholders receive one Expro Cayman Ordinary Share for each Expro N.V. Common Share.

   More detail

   The Transaction Proposal seeks shareholder approval of a two-step cross-border redomiciliation: first a downstream cross-border merger of Expro N.V. into its Luxembourg subsidiary (Expro Luxembourg) and second a downstream cross-border merger of Expro Luxembourg into Expro Ltd, a Cayman Islands exempted company, resulting in Expro Cayman as the ultimate parent and one-for-one exchange of shares for continuing shareholders. Management argues the move simplifies the group structure, reduces multi-jurisdictional reporting burdens, could provide operational and tax efficiencies, increases flexibility for future M&A and governance structures under Cayman law, and maintains NYSE listing and U.S. GAAP reporting. The board unanimously recommends the Transaction and has obtained an agreement from Oak Hill (a 10.5% holder) to vote in favor. The Luxembourg Merger is conditioned on shareholder approval and on the number of withdrawal requests being no greater than 1% of outstanding capital (a condition Expro N.V. can waive, except the shareholder approval). With shareholder approval, procedural approvals in Luxembourg and Cayman will follow. The Transaction will change shareholders’ legal rights because Cayman law and the Expro Cayman A&R Charter differ from Dutch law and Expro N.V.’s Articles; the filing highlights differences in corporate governance, shareholder protections, tax implications (Netherlands and Luxembourg), and the existence of statutory Withdrawal Rights under Dutch law. The board has disclosed potential risks including tax consequences, creditor opposition rights, PFIC risk for U.S. holders and costs of the Transaction. If approved and conditions satisfied, effective dates are expected around July 10, 2026. On balance, this is a major structural, jurisdictional and governance change proposed by management to simplify corporate form and increase strategic flexibility; shareholders must weigh the operational benefits and board’s fairness conclusion against jurisdictional changes to shareholder protections, tax uncertainty and potential local legal risks.

4. 4

   Election of Directors

   ManagementBoard: FOR

   Elect seven director nominees to serve until the 2027 annual meeting or earlier completion of the Luxembourg Merger: Robert W. Drummond; Michael Jardon; Eitan Arbeter; Lisa L. Troe; Brian Truelove; Frances M. Vallejo; and Eileen G. Whelley.

5. 5

   Advisory Vote to Approve Named Executive Officer Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory approval of the compensation of the Company’s named executive officers for the year ended December 31, 2025, as disclosed in the proxy statement.

   More detail

   This non-binding advisory proposal asks shareholders to approve the compensation paid to the company’s named executive officers for 2025. Management describes a program with base salary, annual cash incentive tied to Adjusted EBITDA, Free Cash Flow, TRCF and ESG metrics, and long-term equity PRSUs/RSUs tied to relative TSR. The board recommends FOR, citing alignment with shareholder interests, use of independent consultant, clawback and ownership requirements. As an advisory vote it does not bind the board but will be considered in future compensation decisions.

6. 6

   Adoption of Annual Accounts for 2025

   ManagementBoard: FOR

   Review and adopt the Company’s Dutch statutory annual accounts for the fiscal year ended December 31, 2025 and confirm preparation and ratification of the annual accounts and report in English.

7. 7

   Discharge of Members of the Board

   ManagementBoard: FOR

   Discharge the members of the Expro N.V. Board from liability for their exercise of duties during the fiscal year ended December 31, 2025.

8. 8

   Appointment of Auditor for Dutch Statutory Annual Accounts

   ManagementBoard: FOR

   Appoint Deloitte Accountants B.V. as auditor to audit the Dutch statutory annual accounts for fiscal year ending December 31, 2026, as required by Dutch law.

9. 9

   Ratification of Selection of International Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify Deloitte & Touche LLP as the Company’s international independent registered public accounting firm to audit U.S. GAAP financial statements for fiscal year ending December 31, 2026.

10. 10

    Authorization of Board to Repurchase Shares for Any Legal Purpose

    ManagementBoard: FOR

    Authorize the Board to repurchase up to 10% of issued share capital for any legal purpose through the NYSE or in private transactions at prices between $0.01 and 105% of NYSE market price, for 18 months from the Annual Meeting.

11. 11

    Authorization of Board to Issue Shares for Any Legal Purpose

    ManagementBoard: FOR

    Authorize the Board to issue shares up to 20% of issued share capital as of the Annual Meeting for any legal purpose, in exchange or private transactions, and to restrict or exclude pre-emptive rights, for 18 months from the Annual Meeting.

Upcoming shareholder meetings at Expro Group Holdings NV’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Expro Group Holdings NV 2026 annual meeting?

Expro Group Holdings NV (XPRO) holds its 2026 annual shareholder meeting on Wednesday, June 10, 2026.

What is the record date for the Expro Group Holdings NV 2026 meeting?

The record date for the Expro Group Holdings NV 2026 meeting is Wednesday, May 13, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Expro Group Holdings NV's 2026 meeting?

The board is presenting 7 director nominees at the Expro Group Holdings NV 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Expro Group Holdings NV 2026 meeting?

Shareholders will vote on 11 proposals at the Expro Group Holdings NV 2026 meeting, each tagged with who proposed it and the board's recommendation.