Expro Group Holdings N.V. (NYSE:XPRO) (the "Company" or "Expro") filed its definitive proxy statement on April 21, 2026 with the Securities and Exchange Commission ("SEC") in connection with Expro's proposal to redomicile from the Netherlands to the Cayman Islands.

On June 3, 2026, Institutional Shareholder Services ("ISS"), a proxy advisory firm, revised its initial recommendation regarding the proposal to redomicile from the Netherlands to the Cayman Islands and the two related amendments to our articles of association (collectively "Items 1, 2, and 3"). ISS now recommends that shareholders vote FOR Items 1, 2, and 3. ISS reached this conclusion after reviewing the additional information the Board provided to our shareholders on June 1, filed with the SEC on the same date. ISS's revised view reaffirms the Board's belief that the migration delivers concrete, quantifiable benefits to Expro and our shareholders, and it does so without disenfranchising or significantly diminishing the rights of our shareholders.

The benefits, in brief:

  • Recurring cost savings. More than $600,000 a year in expected recurring savings across audit, legal, tax and administrative functions — more than $1 million a year once avoided EU sustainability-reporting costs are counted. The one-time costs of the transaction are expected to be recovered within one to three years.
  • Greater capacity to return capital. Ending Dutch tax residency removes the Netherlands' 15% withholding tax on dividends and certain share repurchases — a direct drag on returning capital to our shareholders — and gives the Board greater flexibility to return capital to shareholders through repurchases and dividends.
  • Index eligibility and investor visibility. A Cayman-domiciled Expro can be classified as a U.S.-domiciled issuer for index purposes, which we believe improves our eligibility for S&P index inclusion and our visibility with U.S. investors. Our current Dutch structure does not qualify.
  • A structure built for growth through M&A. Share issuances by a Cayman company are faster, simpler and less costly than those by a Dutch company, making Expro a more attractive counterparty in a consolidating sector.

Just as important is what does not change:

  • One Expro Cayman ordinary share for each Expro N.V. share, on a one-for-one basis. No dilution and no change to our shareholders' economic interest.
  • The same business, management and Board, the same Houston headquarters and the same employees, and continued listing on the NYSE under "XPRO."
  • Our one-share, one-vote structure, and the full U.S. public-company governance regime — NYSE listing standards, SEC reporting and proxy rules and Sarbanes-Oxley — all continue to apply.

Approval of Item 3 requires the affirmative vote of two-thirds of the votes cast at the annual general meeting. Because that is a high threshold, every shareholder's vote matters. Expro's Board unanimously recommends a vote FOR Items 1, 2, and 3. Oak Hill Advisors, which holds approximately 10.5% of our shares and is represented on the Board, has agreed to vote in favor.