| No. |
Proposition |
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For |
Against |
Abstain |
| 1 |
To approve an amendment of the articles of association (as amended, the "Articles of Association") of Expro Group Holdings N.V. (the "Company") to include a formula on the basis of which cash compensation to the Company's shareholders who exercise their withdrawal right in connection with the Luxembourg Merger (as defined below), as referred to in Section 2:333h(1) of the Dutch Civil Code, can be readily determined and to authorize each deputy civil law notary and/ or notarial employee of...(due to space limits, see proxy material for full proposal). |
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| 2 |
To approve an amendment of the Articles of Association to provide for the conversion of shares of common stock of the Company into shares of Class B common stock of the Company if and to the extent the Company's shareholders exercise their withdrawal rights and to authorize each deputy civil law notary and notarial employee of AOS, and each of them severally, to execute and sign the Deed of Amendment in connection therewith |
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| 3 |
To approve a series of proposed and joint transactions, including (a) the downstream cross-border merger of the Company with and into Expro Luxembourg S.A., with Expro Luxembourg S.A. surviving (the "Luxembourg Merger"), and (b) as soon as practicable following completion of the Luxembourg Merger, the downstream cross-border merger of Expro Luxembourg S.A. with and into Expro Ltd, with Expro Ltd surviving. |
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| 4 |
Election of Director: Robert W. Drummond |
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| 5 |
Election of Director: Michael Jardon |
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| 6 |
Election of Director: Eitan Arbeter |
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| 7 |
Election of Director: Lisa L. Troe |
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| 8 |
Election of Director: Brian Truelove |
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| 9 |
Election of Director: Frances M. Vallejo |
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| 10 |
Election of Director: Eileen G. Whelley |
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| 11 |
To approve on a non-binding advisory basis the compensation of the Company's named executive officers for the year ended December 31, 2025. |
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| 12 |
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 the Company'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, 2025 |
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| 13 |
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. |
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| 14 |
To appoint Deloitte Accountants B.V. as the Company's auditor who will audit the Dutch statutory annual accounts of the Company for the fiscal year ending December 31, 2026, as required by Dutch law. |
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| 15 |
To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm to audit the Company's U.S. GAAP financial statements for the fiscal year ending December 31, 2026. |
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| 16 |
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 2026 annual meeting |
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| 17 |
To authorize the Board to issue shares up to 20% of the issued share capital as of the date of the 2026 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 2026 annual meeting. The authorization also includes the authority to restrict or exclude pre-emptive rights upon an issue of shares. |
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