Expro Group Holdings N.V. (XPRO) Earnings Call Transcript & Summary

Hello, everyone, and welcome to the 2024 Annual General Meeting of Shareholders. My name is Felicia. I will be your operator today. [Operator Instructions] I will now hand you over to your host, Michael Kearney, Chairman of Expro Group Holdings. Please go ahead, Mr. Kearney.

Good afternoon. My name is Michael Kearney, and I'm the Chairman of the Board of Directors of Expro Group Holdings N.V. Thank you for attending the company's 2024 Annual General Meeting. In accordance with Article 33 of the company's Articles of Association I will be the Chairman of this general meeting. This meeting is formally held at the office of our Dutch Legal Counsel, then Campen Liem, of which Mr. Edward Liem and his Eva Klein Obbink are present in person joining our Dutch Legal Counsel in their office are Mr. Michael Jardon, the Chief Executive Officer of the company and Board member and Mr. John McAlister, General Counsel and Secretary of the company. We have encouraged our shareholders to exercise their voting rights through an electronic or written proxy. And if a shareholder is unable to attend the meeting to follow along through a listen-only telephone conference or audio webcast. We thank our shareholders who have exercised their voting rights in advance of the meeting. The other persons who have dialed in and are present at this meeting in addition to myself are the other Board members of the company, which include Alan Schrager, Brian Truelove, Eileen Whelley, Robert Drummond, Eitan Arbeter, Lisa Troe; and Frances Vallejo. Other attendees that are present in person, Mr. Josh Hancock, Senior Counsel; Assistant Corporate Secretary of the company; Messrs Jonathan van Doornum and Glen McIntosh of Deloitte Accountants B.V., the Dutch independent auditor of the company and Mr. [indiscernible] Managing Director B of the Dutch subsidiaries of the company. Other attendees that are present telephonically Messrs Joseph Tackett and Hogan Miller of Deloitte & Touche LLP, the independent registered public accounting firm of the company. In addition, a number of shareholders and others are participating by teleconference through the listen-only conference or audio webcast, which dial-in details were provided in the convocation notice. Mr. McAlister shall act as Secretary of the meeting and will record the minutes. I'll now give the floor to Mr. McAlister, who will lead us through the agenda items of this meeting, including the voting procedures and results.

Good afternoon. This meeting was called at the initiative of the Board of Directors of the company by means of an announcement, which appeared in the Dutch National Newspaper Trouw of May 2024. The convening notice, including the agenda, the proxy statement and the U.S. GAAP annual report, including the Form 10-K, were filed with the SEC and posted on the company's website on May 2, 2024, mid March 29, 2024, and on February 21, 2024, respectively. In addition, I have been informed that the required documents have been made available for inspection in the prescribed places. Therefore, all legal requirements to call this meeting have been met, and the meeting is therefore authorized to take decisions with respect to the items stated in the agenda.

We now come to the discussion of the items that have been included in the agenda. Holders of, in total, 103,191,877 shares of the company, approximately 93.35% of the shares outstanding that are entitled to vote are represented at the meeting. The Board have cast their votes in advance of the meeting, unless explained otherwise, each agenda item requires the affirmative vote of a majority of the votes cast. Mr. McAlister has the company received any shareholder proposals by the last day allowed by law, March 24, 2024.

No Mr. Kearney, the company has not received any proposals from shareholders to include additional items in the notice of the meeting. I have received the exact details of the votes in respect of each agenda item as cast in advance of the meeting. These voting results will be published via our report on Form 8-K that will be filed with the SEC. We will now proceed with all the agenda items of this meeting, and I will inform the meeting of the voting results accordingly. Agenda item 1, to elect 8 director nominees named in the proxy statement to serve until Expro's Annual Meeting of Shareholders in 2025. The direct nominees are Michael C. Kearney, Michael Jardon, Eitan Arbeter, Robert W. Drummond, Lisa L. Troe, Brian Truelove, Frances M. Vallejo and Eileen G. Whelley . All Board Director nominees received the affirmative vote of a majority of the votes cast. Agenda Item 2, to approve on a nonbinding advisory basis, the compensation of the company's named executive officers for the year ended December 31, 2023. The compensation paid to the company's named executive officers is described in the Compensation Discussion and Analysis section of the proxy statement. This agenda item is not intended to address any specific item of compensation, but rather the overall compensation of the named executive officers and the philosophy, policies and practices described in the proxy statement. As an advisory vote, the item of the vote on this agenda item is not binding on the Board. We'll not overrule any decisions made by the Board or require the Board to take any specific action. Although the vote is nonbinding, the Board and the members thereof are responsible for setting executive compensation, value the opinions of the shareholders and will carefully consider the outcome of the vote when making future compensation decisions for the company's named executive officers. Agenda Item 2 received the affirmative vote of a majority of the votes cast. Agenda item 3, to review the annual report for the fiscal year ended December 31, 2023, including the paragraph relating to corporate governance to confirm and ratify the preparation of Expro's statutory annual accounts and annual report in the English language and to confirm and adopt the annual accounts for the fiscal year ended December 31, 2023. The company's annual accounts are prepared in accordance with the statutory provisions of the Dutch Civil Code and IFRS. Messrs Van Doornum and McIntosh of Deloitte Accountants B.V. who have audited the company's annual accounts are present at the meeting to represent -- to respond to appropriate questions in relation to the auditor statement. Is there any attendee who has a question for the Dutch auditor? Since no questions have been raised, I will now inform the meeting of the outcome of the voting results of agenda item 3. Agenda Item 3 received the affirmative vote of a majority of the votes cast. Agenda Item 4. To discharge the members of the Board from liability in respect of the exercise of their duties during the fiscal year ended December 31, 2023. Under Dutch law, at the annual meeting, shareholders made us charge the members of the Board from liability in respect of the exercise of their duties during the financial year concerned. The discharges without the provisions of the law of the Netherlands related to liability upon bankruptcy and that extend to matters not disclosed to shareholders. Agenda Item 4 received the affirmative vote of a majority of the votes cast. Agenda Item 5. To appoint Deloitte Accounting PV as expert auditor, who will order the Dutch statutory annual accounts of Expro for the fiscal year ending December 31, 2024, as required by Dutch law. In accordance with Dutch law and the company's articles, the company shall have its Dutch statutory annual accounts prepared in account of IFRS audited by a Dutch auditor. Agenda Item 5 received the affirmative vote of a majority of the votes cast. Agenda Item 6. To ratify the appointment of Deloitte & Touche LLP as Expro's independent registered public accounting firm to audit Expro's U.S. GAAP financial statements for the fiscal year ending December 31, 2024. The Audit Committee of the Board has selected Deloitte & Touche LLP and approved by the Board of Directors as the international independent registered public accounting firm of the company for the year ending December 31, 2024. Agenda Item 6 received the affirmative vote of a majority of the votes cast. Agenda item 7 to authorize the Board to repurchase up to 10% of the issued share capital for any legal purpose to the stock exchange or in a private purchase transaction at a price between $0.01 and 105% of the market price on the New York Stock Exchange and during a period of 18 months, starting from the date of the annual meeting. In accordance with Dutch law and the company's articles, the company may only acquire its own fully paid up shares with consideration if and insofar as the general meeting has authorized the Board in that respect. Agenda Item 7 received the affirmative vote of a majority of the votes cast. Agenda Item 8. To authorize the Board to issue shares up to 20% of the issued share capital as of the date of the annual meeting for any legal purpose, at the stock exchange or in a private purchase transaction and during a period of 18 months, starting from the date of the annual meeting. The authorization also includes the authority to restrict or exclude preemptive rights upon initiative shares. Shareholders have been asked to authorize the Board to issue shares for any legal purpose under the above-mentioned conditions. Agenda Item 8 received the affirmative vote of a majority of the votes cast.

We hereby come to the last agenda item of the meeting. Agenda item 9. To transact such other business as may properly come before the annual meeting or any adjournment thereof. I note that no further resolutions can be validly adopted since no other matters were timely and properly requested to be placed on the agenda by shareholders. I therefore establish that the general meeting has resolved to adopt all of the proposals. I hereby declare the Annual General Meeting of Expro Group Holdings N.V. closed. I would like to thank everyone for attending.

This concludes today's call. You may now disconnect your lines.