Expro Group Holdings (XPRO) Proxy Filing summary

Executive summary

• Annual general meeting scheduled for June 5, 2025, in Amsterdam, with voting on key corporate matters and director elections.

• Shareholders of record as of May 8, 2025, are eligible to vote, with options to vote online, by phone, mail, or in person.

• Company operates globally with over 8,000 employees in 60+ countries, strong cash flow, and a zero net-debt balance sheet.

• 2024 customer service and job performance ratings exceeded 95% across all regions.

Voting matters and shareholder proposals

• Election of seven director nominees to serve until the 2026 annual meeting.

• Advisory vote to approve executive compensation for 2024.

• Adoption of 2024 annual accounts and discharge of board members from liability for 2024.

• Appointment of Deloitte Accountants B.V. as Dutch statutory auditor and ratification of Deloitte & Touche LLP as U.S. GAAP auditor for 2025.

• Authorization for the board to repurchase up to 10% of issued share capital and to issue up to 20% of share capital, both for 18 months.

• Procedures for shareholder proposals and director nominations for the 2026 meeting outlined.

Board of directors and corporate governance

• Board will be reduced to seven members following the retirement of one director.

• Board comprises a mix of executive and non-executive directors, with a focus on diversity and compliance with Dutch gender diversity law.

• Three standing committees: Audit, Compensation, and Nominating and Governance, all composed of independent directors.

• Annual board and committee self-evaluations, and regular executive sessions led by the independent chairman.

• Stock ownership guidelines for directors and executives to align interests with shareholders.