Expro Group Holdings (XPRO) Proxy filing summary

Executive summary

• Shareholders are asked to approve a redomicile transaction moving the parent company from the Netherlands to the Cayman Islands via mergers with subsidiaries in Luxembourg and the Cayman Islands, with a one-for-one share exchange for current shareholders.

• The board unanimously recommends all proposals, citing benefits such as simplified corporate structure, improved operational and tax efficiencies, and enhanced governance flexibility under Cayman law.

• The transaction is expected to have no material Dutch or Luxembourg corporate-level tax impact, but shareholders are urged to consult tax advisors due to varying individual tax consequences.

• The business, assets, liabilities, directors, and officers will remain unchanged post-transaction, and shares will continue to trade on the NYSE under the same ticker.

• The transaction is subject to shareholder approval and certain conditions, including a limit on withdrawal rights exercised by shareholders.

Voting matters and shareholder proposals

• Proposals include amendments to the articles of association for cash compensation and share conversion, approval of the redomicile transaction, election of seven directors, advisory vote on executive compensation, adoption of annual accounts, discharge of board members, auditor appointments, and authorizations for share repurchase and issuance.

• Shareholders may exercise statutory withdrawal rights for cash compensation if they vote against the merger, with compensation formula set in the articles.

• Oak Hill Advisors, holding 10.5% of shares, has agreed to vote in favor of the redomicile proposals.

Board of directors and corporate governance

• The board consists of a mix of executive and non-executive directors, with a focus on diversity, independence, and relevant industry experience.

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

• The board conducts annual self-evaluations and maintains codes of ethics and conduct, as well as corporate governance guidelines.

• The board supports diversity and gender balance, with 42.9% female directors if the proposed slate is elected.