📜 What This Document Is 🧐

This document is a definitive Proxy Statement/Prospectus (Form 14A). In simple terms, it is an official, comprehensive guide to a massive proposed corporate restructuring and the annual meeting of shareholders. The Expro N.V. Board is asking all shareholders to consider and vote on three main sets of proposals: the core transaction, amendments to corporate articles, and standard annual governance items.

👉 The big headline: Expro Group Holdings N.V. is planning to change its corporate legal home (its domicile) from the Netherlands to the Cayman Islands through a two-step merger.

🌍 What The Company Does 💡

Expro N.V. is a major provider of energy services. The entire Expro group focuses on providing cost-effective, innovative, and best-in-class safety services across the entire well life cycle. These services are crucial for the oil and gas industry, suggesting Expro is deeply embedded in the energy sector's operational needs.

👉 The company's business, assets, and liabilities are expected to remain largely the same post-merger; only the legal wrapper and the country of incorporation will change.

🚢 The Proposed Transaction (The Mergers) 🗺️

The entire goal of this proxy statement is to execute a "Transaction," which is essentially a re-domiciliation of the entire Expro group. This complex move involves two specific cross-border mergers, both of which must be approved by shareholders.

• Step 1: The Luxembourg Merger: Expro N.V. (Dutch law) will merge with and into Expro Luxembourg S.A. (Luxembourg law), with Expro Luxembourg surviving.
• Step 2: The Cayman Merger: Following the first merger, Expro Luxembourg (Luxembourg law) will merge with and into Expro Ltd (Cayman Islands law), with Expro Cayman surviving.

👉 After the completion of these two mergers, Expro Cayman will be the surviving parent company, and the company’s stock will be listed on the New York Stock Exchange (NYSE) under the ticker “XPRO.”

✨ Why Expro N.V. is Moving (Strategic Rationale) 🚀

The Board unanimously recommends this move because they believe it is in the "best interest of Expro N.V.," promising enhanced shareholder value over the long term. The board points to three main benefits derived from establishing a new legal home in the Cayman Islands.

• Simplification & Efficiency: The transaction aims to simplify the corporate structure and streamline reporting requirements. This is expected to reduce the effort and expense for the group to comply with multiple regulatory and reporting mandates.
• Financial Flexibility: The new structure is intended to provide better operational and tax efficiencies, particularly in managing the corporate treasury, cash, risk, and tax functions.
• Growth and Governance: The move is expected to create a more favorable corporate structure for future mergers and acquisitions, while also providing enhanced flexibility in corporate governance principles under Cayman Islands law.

👉 A Word from the Board: The Expro N.V. Board stated they concluded the Transaction "will enhance shareholder value over the long-term by providing potential strategic opportunities and benefits."

💰 Share Exchange and Ownership 🪙

The shareholder equity will change in a straightforward, one-for-one basis, though the underlying legal structures and rights will differ.

• The Exchange: For every one Expro N.V. Common Share owned immediately before the Transaction, the shareholder will receive one Expro Cayman Ordinary Share after the Transaction.
• Shares: The Expro N.V. Common Shares (nominal value €0.06 per share) will be canceled and exchanged for Expro Cayman Ordinary Shares (nominal value $0.0001 per share).
• Ownership Impact: The company assures shareholders that their "fully diluted relative economic ownership will not change" as a result, except for those who choose to exercise their Withdrawal Rights.

💵 Shareholder Rights and Withdrawal Options ⚖️

Because the company is merging across multiple international jurisdictions, shareholders have special rights to consider.

• Statutory Withdrawal Rights: Section 2:333h of the Dutch Civil Code entitles shareholders to exercise a "statutory withdrawal right" if they vote against a cross-border merger.
• Cash Compensation: If a shareholder chooses to exercise this right, they have the option to receive cash compensation instead of Expro Cayman Ordinary Shares.
• Condition: The Transaction is subject to a specific merger condition: the aggregate number of shares for which a Withdrawal Request is submitted cannot exceed one percent (1%) of the total outstanding shares of Expro N.V. at the time of the Annual Meeting.

🏛️ Annual Meeting and Governance Proposals 🗳️

In addition to the main merger proposals, the Annual Meeting requires shareholders to vote on several routine corporate governance items. The Board has bundled these proposals to eliminate the need for two separate meetings.

• Director Election: Shareholders must vote to elect seven director nominees who will serve until the Annual Meeting in 2027 or the earlier completion of the Luxembourg Merger.
• Auditors: Shareholders are asked to appoint two accounting firms for the upcoming fiscal years: Deloitte Accountants B.V. will audit Dutch statutory accounts for 2026, and Deloitte & Touche LLP will audit U.S. GAAP accounts for 2026.
• Capital Actions (The Board's Authority): The Board seeks authorization to:
  • Repurchase shares up to 10% of the issued share capital over 18 months, at a price between $0.01 and 105% of the market price on the NYSE.
  • Issue shares up to 20% of the issued share capital over 18 months, with the authority to restrict pre-emptive rights.

⚠️ Risks and Tax Considerations 📑

The filing dedicates significant space to warning shareholders about potential risks and the complex international tax implications.

• General Risks: Risks include the inability to obtain required shareholder votes, disruption to current plans, changes in general political or economic conditions, and the risk of adverse changes in the oil and gas industry.
• Dutch Tax Impact: While the Board "does not anticipate that we will incur material corporate-level Dutch... income taxes," the transaction may still have different tax consequences for shareholders residing in the Netherlands.
• U.S. Tax Impact: U.S. persons are generally not expected to recognize gain or loss from the Mergers, but those who exercise Withdrawal Rights will generally recognize gain or loss for U.S. federal income tax purposes from receiving cash.

📅 Key Dates and Timeline ⏱️

Shareholders need to be aware of several important deadlines to participate in the voting process.

• Notice Record Date: April 6, 2026 (This date determines who receives the meeting notice).
• Voting Record Date (Day of Registration): May 13, 2026 (This date determines who legally has the right to vote).
• Annual Meeting: June 10, 2026, at 4:00 p.m. Central European Time (CET), in Amsterdam, The Netherlands.
• Anticipated Completion Date: The Transaction is anticipated to complete around July 10, 2026.

💼 Post-Transaction Operations and Legal Status 📰

After the transaction, the company structure is simplified, and the reporting requirements change significantly.

• New Legal Reporting: Expro Cayman will be subject to the same high reporting standards as Expro N.V. (required to file Forms 10-K, 10-Q, and 8-K) and will comply with the mandates of the Sarbanes-Oxley Act and NYSE rules.
• Debt Assumption: Importantly, Expro Cayman will assume all of Expro N.V.’s obligations under the Expro N.V. Debt, meaning Expro Cayman takes over the debt responsibilities.
• Continuity of Business: There will be no changes to the executive or non-executive directors or officers. Expro Cayman remains committed to being a leading provider of energy services.

📞 How to Vote and Contact Details 📧

To ensure your vote counts and you have questions, pay close attention to the voting methods and contact information.

• Voting Recommendation: The Expro N.V. Board unanimously recommends that all shareholders vote FOR every single proposal.
• Proxy Voting: Shareholders are strongly encouraged to submit a proxy vote through the internet, phone, or mail well in advance of the Annual Meeting (June 10, 2026) to ensure their shares are represented.
• Expro N.V. Corporate Secretary: For corporate questions, contact Expro Group Holdings N.V. at: 1311 Broadfield Blvd., Suite 400 Houston, Texas 77084 (713) 463-9776, or [email protected].
• Proxy Solicitors (Okapi Partners LLC): For voting assistance, contact Okapi Partners LLC: 1212 Avenue of the Americas, 17th Floor New York, New York 10036. Toll-free: (888) 785-6709.

🧠 The Analogy 🏦

Think of Expro N.V. as a large family business that has been successfully operating in one country (the Netherlands). To grow bigger and become a global powerhouse, they decide they need a better, more flexible corporate headquarters located in a globally favored legal jurisdiction—like moving from an old Dutch manor house to a massive, modern international skyscraper in the Cayman Islands. This move isn't about selling the business; it's about changing the legal paperwork and rules under which the business operates, making it easier to conduct future global deals and manage money.

🧩 Final Takeaway

Expro is undergoing a massive legal reshuffle to change its headquarters from the Netherlands to the Cayman Islands. Shareholders must approve a complex, two-step merger that will change the company's legal form, though the company assures that the underlying business and shareholder economic ownership will be maintained.