Expro Group Holdings (XPRO) Proxy filing summary

Executive summary

• Annual general meeting scheduled for June 10, 2026, in Amsterdam, with remote participation options available.

• Shareholders will vote on key proposals including cross-border mergers, amendments to articles, director elections, executive compensation, and auditor appointments.

• Voting rights are based on share ownership as of May 13, 2026, with procedures for proxy and in-person voting outlined.

Voting matters and shareholder proposals

• Approval sought for amendments to articles of association related to withdrawal rights and share conversion in connection with a Luxembourg Merger.

• Proposals include approval of a two-step cross-border merger, director elections, executive compensation, annual accounts, and discharge of board liability.

• Authorization requested for share repurchases up to 10% and share issuances up to 20% of issued capital, with authority to restrict pre-emptive rights.

Board of directors and corporate governance

• Seven director nominees to be elected to serve until the 2027 annual meeting or completion of the Luxembourg Merger.

• Annual report review includes a section on corporate governance.

• Discharge of board members from liability for duties performed in fiscal year 2025 is proposed.