SEC Form DEFA14A filed by Expro Group Holdings N.V.

Your Vote Counts!

EXPRO GROUP HOLDINGS N.V.

2025 Annual Meeting

Vote by June 4, 2025

11:59 PM ET

EXPRO GROUP HOLDINGS N.V.

(INCORPORATED IN THE NETHERLANDS)

1311 BROADFIELD BLVD., SUITE 400

HOUSTON, TEXAS 77084

V64839-P29403

Vote at www.ProxyVote.com

THIS IS NOT A VOTABLE BALLOT

This is an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials at www.ProxyVote.com or easily request a paper or emailed copy. We encourage you to access and review all of the important information contained in the proxy materials before voting. Please follow the instructions on the reverse side to obtain the proxy materials and vote on these important matters.

Voting Items

Board

Recommends

For

Nominees:

1a.

Robert W. Drummond

1b.

Michael Jardon

For

1c.

Eitan Arbeter

For

1d.

Lisa L. Troe

For

1e.

Brian Truelove

For

1f.

Frances M. Vallejo

For

1g.

Eileen G. Whelley

For

2.

To approve on a non-binding advisory basis the compensation of the Company’s named executive officers for the year ended December 31, 2024;

For

3.

To review the annual report for the fiscal year ended December 31, 2024, 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, 2024;

For

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, 2024;

For

5.

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, 2025, as required by Dutch law;

For

6.

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, 2025;

For

7.

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 2025 annual meeting; and

For

8.

To authorize the Board to issue shares up to 20% of the issued share capital as of the date of the 2025 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 2025 annual meeting. The authorization also includes the authority to restrict or exclude pre-emptive rights upon an issue of shares.

For

Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Delivery Settings”.