Expro Group Holdings N.V. ($XPRO)

Hello, everyone, and welcome to the Expro 2026 Annual General Meeting of Shareholders. I will now turn the call over to Robert Drummond, Chairman of the Board to begin. Please go ahead.

Thank you, Claire, and good afternoon. My name is Robert Drummond, and I'm Chairman of the Board of Directors of Expro Group Holdings N.V. Thank you for attending the company's 2026 Annual General Meeting. In accordance with Article 33 of the company's Articles of Association, I will be the Chairman of this meeting. This meeting is formally held at the offices of our Dutch Legal Counsel, [ On Kapan Lin ] of which Mr. [ Edward Liam ] and Mr. [ Getty Nawabi ], our President and person. Joining our Dutch legal counsel on the office are Mr. Mike Jardon, the Chief Executive Officer of the company and Board member; and Mr. John McAlister, General Counsel and Secretary of the company. We've encouraged our shareholders to exercise their voting rights through an electronic or written proxy and if a shareholder is unable to attend the meeting and 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 [ Aton arbiter ], [ Lisa L. Troe ], [ Brian Truelove ], [ Francis Viejo ], and [ Eileen Wale ]. Other attendees that are present in person, Mr. Josh Hancock, Senior Counsel and Assistant Corporate Secretary of the company. Mrs. Joyce [ right ] of A&O Sherman Dutch Legal Counsel for the redomicilization. Mr. [ Jonathan Van Dorna ] and Ms. [ Tina Lombard ] of Deloitte Accountants BV. Dutch independent auditor of the company; Mr. [ Jacobi Salten ], Managing Director B of the company's subsidiaries of the company. Other attendees that are present telephonically. Mr. [ Hogan Miller and Greg Hurst ] of Deloitte and Touche LLP, independent mister 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. McAllister shall act as Secretary of the meeting and will record the minutes. As the cross-border merger with Expro Luxembourg S.A. is on the agenda of this annual meeting, Dutch law requires that the minutes of this meeting are adopted in the form of a material record [ Joyce lamerices ] hereby requested to draw up such material record. I now give the floor to Mr. McAllister, who will lead us through the agenda items of this meeting, including the voting procedures and results.

Thank you, Robert. Good afternoon, everyone. This meeting was called on the initiative of the Board of Directors of the company by means of an announcement, which appeared in the Dutch national newspaper [ True ] on May 13, 2026. The convening notice, including the agenda, the proxy statement and prospectus and vast GAAP annual report, including the Form 10-K, were filed with the SEC and posted on the company's website on May 13, 2026, April 21, 2026, and February 19, 2026, respectively. In addition, I have been informed that the required documents have been made available for inspection in the prescribed places. 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.

So we now come to the discussion of the items that have been included in the agenda. Holders of, in total, 105,980,844 shares of the company approximately 93.46% of the shares outstanding that are entitled to vote are represented at the meeting or 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. McAllister has the company received any shareholder proposals by the last day allowed by law April 11, 2026?

No, Mr. Drummond, 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 a report on Form 8-K that will be filed with the SEC. We will now proceed with all of the agenda items of this meeting, and I will inform the meeting of the voting results accordingly. Agenda Items 1 to 3 related to the proposed redomiciliation of Expro Group Holdings N.V. here and after Expro N.V. from the Netherlands via Luxembourg to the Cayman Islands. Under Item 3, it is proposed to the general meeting to approve a series of joint transactions which will include a downstream cross-border merger of Expro N.V. with and into Expro Luxembourg S.A., a public limited liability company, incorporated under the laws of Luxembourg with Expro Luxembourg surviving. Here and after the Luxembourg merger, followed by a downstream cross-border merger of Expro Luxembourg S.A. with and into Expro Limited, Cayman Islands exempted company with Expro Cayman continuing as the surviving company. here and after the Cayman merger and together with the Luxembourg merger, the transaction. Before we convert on the transaction, the Article of Association of Expro need to be amended first. Agenda Item 1, to approve the amendment of the Articles of Association of Expro NV in the form of tax has exhibited the proxy statement or prospectus to include a formula in the Articles of Association on the basis of which cash compensation to Expro N.V. shareholders who exercised their withdrawal right in connection with the Luxembourg merger, as referred to in Section [ 2.331 ] of the Dutch Civil Code, can be readily determined and to authorize each Deputy Civil Law Notary and/or [ Natera ] employee of A&O Sherman, Amsterdam office, and each of them separately to execute and sign the need of amendment to the Article of Association in connection there with. The debate text of the deal of amendment to the [ Ares ] Association, almost part of the cross-border merger proposal as posted on Expro's website and at exposed offices. Agenda item 1 received the affirmative vote of a majority of the votes cast. I now ask Ana Sherman to execute the deed of amendment to incorporate the formula for cash compensation into the Articles of Association of Extra N.V. Agenda Item 2. To approve a second amendment to the Officers Association of Expro N.V. in the form of tax as Exhibit B to the proxy statement, to provide to the conversion of shares of common stock, nominal value EUR 0.06 per share of expand into shares of Class B common stock, nominal value EUR 0.06 per share of if and to the extent Expro N.V. shareholders exercise their withdrawal rights in connection with the Luxembourg merger. And to authorize each Deputy [ sip ] law notary and/or material employee of [ ANO ] Sherman, Amsterdam office, and each of them separately to execute and sign the deed of amendment to the Articles of Associations in connection therewith. The beat in text of the deal amendment to the Articles of Association, almost part of the cross-border merger proposal as posted on Expro's website and the Expro offices. Agenda Item 2 received the affirmative vote of a majority of the votes cast. Agenda item 3, to approve the transaction, which will include the Luxembourg merger and the Cayman merger. I refer to the proxy statement and prospectus for a detailed explanation. Regarding the Luxemburg merger, the company has advised that since the joint Doximburger merger proposal was prepared, no significant changes have occurred in the assets and novices of the company which have influenced the information contained in the merger proposal or the explanatory statement to the merger proposal. The exposed resolution is made in accordance with the joint Luxembourg merger proposal taking into account the extent statement there too. and all other documents in relation to the Luxembourg merger that were put on the website of Expro N.V. as of April 21, 2026. It is furthermore noted that those shareholders have voted against the transaction may exercise their statutory withdrawal right by submitting a withdrawal application form than a month of this annual meeting as further set out in the proxy statement and prospectus. Agenda item 3 received the affirmative vote of more than a 2/3 majority of the votes cast. Agenda Item 4. To elect 7 director nominees named in the proxy statement to serve until Expro Annual Meeting of Shareholders in 2027. The direct nominees are: Robert W. Drummond, Mike Jardon, Aton arbiter, Lisa L. Troe, Brian Truelove, Francis Envigo and Hyleen Gelly. All Board Director nominees received the affirmative vote of a majority of the votes cast. Agenda Item 5, to approve on a nonbinding advisory basis, the compensation of the company's named executive officers for the year ended December 31, 2025. The compensation paid to the company's named executive officers as 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 outcome of the votes on this agenda item is not binding on the board will 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 there are responsible for setting executive compensation value the opinions of the company's shareholders and will carefully consider the act of the vote on making future compensation decisions for the company's named executive officers. Agenda Item 5 received the affirmative vote of a majority of the votes cast. Agenda Item 6. To review the annual report for the fiscal year ended December 31, 2025, including the paragraph relating to corporate governance to confirm and ratify the preparation of expert 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, 2025. The company's annual accounts are prepared in accordance with the statutory provisions of the Dutch Civil Code and IFRS. Mr. Van done and Ms. Lombardo, Deloitte Canon, who have audited the company's annual accounts are present at the meeting to respond to appropriate questions in relation to the auditor statement. Agenda Item 6 received the affirmative vote of a majority of the votes cast. Agenda item 7. to discharge the members of the Board from liability in respect of the exercise of their duties during the fiscal year ended December 31, 2025. Under Dutch law, at the annual meeting, shareholders may discharge the members of the Board from liability in respect to the exercise of their duties during the financial year concerned. The discharges without prejudice to the provisions of the law of the Netherlands relating to liability upon bankruptcy and does not extend to matters not dosed to shareholders. Agenda item 7 received the affirmative vote of a majority of the votes cast. Agenda Item 8. To appoint Deloitte Accountants BV as Experior, who will audit the Dutch statutory annual accounts of Expro for the fiscal year ended December 31, 2026, 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 accordance with IFRS, audited by a Dutch auditor. Agenda Item 8 received the affirmative vote of a majority of the votes cast. Agenda Item 9. To ratify the appointment of Deloitte & Touche LLP as Expo's independent registered public accounting firm to audit to Expo's U.S. GAAP financial statements for the fiscal year ending December 31, 2020. The -- the audit it of the Board has selected and the Board has approved the selection of Deloitte & Touche LLP as the International Independent Registered Public Accounting fill of the company for the year ending December 31, 2026. The Agenda item 9 received the affirmative vote of the majority of the votes cast. On to Item 10 to authorize the Board to repurchase shares up to 10% of the issued share capital for any legal purpose. -- through 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 in so far as the general meeting has authorized the Board in that respect. Agenda Item 10 received the affirmative vote of a majority of the votes cast. Agenda Item 11 to authorize the Board to issue shares up to 20% of the issued share capital as of the date of the annual meeting. finding legal purpose at the stock exchange or in a private purchase transaction and during a period of 18 months starting at the date of the annual meeting. The authorization also includes the authority to restrict or exclude preemptive rights on an issue of shares. Shareholders have been asked to authorize the Board to issue shares of any legal purpose under the above-mentioned conditions. Agenda Item 11 received the affirmative vote of a majority of the votes cast.

We hereby come to the last agenda item of this meeting, agenda item 12. To transact such other businesses 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 or properly requested to be placed on the agenda by shareholders. I therefore established that the general meeting has resolved to adopt all the proposals. I hereby declare the Annual Meeting of Expro Group Holdings N.V. closed and would like to thank everyone for attending.

Thank you. This now concludes today's call. Thank you all for joining, and you may now disconnect your lines.