Expro (NYSE: XPRO) wins ISS backing; Board and 10.5% holder support Cayman move

Rhea-AI Filing Summary

Expro Group Holdings N.V. is soliciting shareholder approval to redomicile from the Netherlands to the Cayman Islands. The company filed a definitive Proxy Statement/Prospectus and Form S-4 that the SEC declared effective on April 21, 2026. On June 3, 2026, Institutional Shareholder Services (ISS) revised its recommendation to vote FOR Items 1, 2, and 3 after reviewing additional board disclosures filed on June 1, 2026.

The Board unanimously recommends a vote FOR the three items, and Oak Hill Advisors, which holds approximately 10.5% of shares, has agreed to vote in favor. Approval of Item 3 requires the affirmative vote of two-thirds of votes cast. The company encourages shareholders to read the definitive Proxy Statement/Prospectus and contact the proxy solicitor or Investor Relations with questions.

Insights

Corporate Governance Advisor

ISS support and a unanimous board recommendation reduce proxy risk for the redomicile vote.

The revised recommendation from ISS to vote FOR Items 1–3 after the board's June 1 disclosures signals that a major proxy adviser found the disclosed rationale and safeguards acceptable. The Registration Statement and definitive Proxy Statement/Prospectus were declared effective on April 21, 2026, creating the formal disclosure record.

Key dependencies include shareholder turnout and the two‑thirds approval requirement for Item 3; Oak Hill Advisors' commitment (approximately 10.5%) is meaningful but not determinative. Subsequent filings or shareholder communications may clarify voting mechanics and timing.

Key Figures

Registration Statement effective date: April 21, 2026 ISS revised recommendation date: June 3, 2026 Oak Hill Advisors stake: 10.5% +1 more

4 metrics

Registration Statement effective date April 21, 2026 Form S-4 declared effective

ISS revised recommendation date June 3, 2026 ISS changed recommendation to FOR Items 1, 2, and 3

Oak Hill Advisors stake 10.5% approximate shareholding and support for the proposals

Employees 7,000 employees Company headcount

Key Terms

redomicile, Form S-4, Proxy Statement/Prospectus, articles of association

4 terms

redomicile regulatory

"proposal to redomicile from the Netherlands to the Cayman Islands"

Redomicile is when a company legally moves its “home” from one country or jurisdiction to another while keeping its business operations largely the same. For investors it matters because the move can change tax rules, legal protections, corporate governance, and the ease of trading shares—similar to a person changing their legal residence to gain different benefits or follow different laws, which can affect value and risk.

Form S-4 regulatory

"Expro Ltd filed a registration statement on Form S-4"

A Form S-4 is a legal document that companies file with the government to announce and explain a major business move, such as a merger or acquisition. It provides detailed information to help investors understand how the deal might affect the company's value and future prospects, similar to a detailed blueprint that clarifies the impact of a significant change.

Proxy Statement/Prospectus regulatory

"definitive Proxy Statement/Prospectus was first mailed to shareholders"

A proxy statement or prospectus is a document that companies send to shareholders to provide important information about upcoming decisions or investments, such as voting on company issues or offering new shares to the public. It helps investors understand the details and risks involved, enabling them to make informed choices about their ownership or involvement with the company.

articles of association legal

"two related amendments to our articles of association"

A company's articles of association are its written rulebook that sets how the business is run, how decisions are made, and what rights owners and directors have—covering voting, meetings, appointment and removal of directors, share classes and dividend policies. For investors, these rules matter because they determine how easily control can change, what protections minority owners have, and how corporate actions (like issuing new shares or changing leadership) are approved, much like a home’s bylaws shaping what residents can and cannot do.

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Filed by: Expro Group Holdings N.V.

Commission File No.: 001-36053

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-6(b)

under the Securities Exchange Act of 1934

Subject Company: Expro Ltd

Registration No.: 333-294836

 

PRESS RELEASE FOR IMMEDIATE RELEASE

Expro Reiterates Benefits of Redomiciliation

HOUSTON – June 4, 2026 – 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.

Expro’s Board of Directors respectfully ask that shareholders vote FOR Items 1, 2, and 3 today. Shareholders can contact our proxy solicitor with any questions or to discuss the transaction:

Okapi Partners LLC

(212) 297-0720

Toll free: (888) 785-6709

info@okapipartners.com

ABOUT EXPRO

Working for clients across the entire well life cycle, Expro is a leading provider of energy services, offering cost-effective, innovative solutions and what the Company considers to be best-in-class safety and service quality. The Company’s extensive portfolio of capabilities spans well construction, well flow management, subsea well access, and well intervention and integrity.

With roots dating to 1938, Expro has approximately 7,000 employees and provides services and solutions to leading energy companies in both onshore and offshore environments in more than 60 countries.

For more information, please visit: www.expro.com and connect with Expro on X @ExproGroup and LinkedIn @Expro.

Important Information for Shareholders

In connection with the proposed change to the Company’s corporate domicile from the Netherlands to the Cayman Islands (the “Redomicile”), Expro Ltd (“Expro Cayman”) has filed a registration statement on Form S-4 (the “Registration Statement”), which includes Expro Cayman’s prospectus as well as the Company’s proxy statement (the “Proxy Statement/Prospectus”), with the SEC. The Registration Statement was declared effective by the SEC on April 21, 2026. Expro Cayman filed a final prospectus and the Company filed the definitive Proxy Statement/Prospectus, in each case, on April 21, 2026. The definitive Proxy Statement/Prospectus was first mailed to the Company’s shareholders on or about April 21, 2026 in connection with the proposed change to the Company’s corporate domicile. INVESTORS AND SECURITYHOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, EXPRO CAYMAN, THE REDOMICILE AND RELATED MATTERS. Investors and securityholders can obtain free copies of the definitive Proxy Statement/Prospectus and other documents filed with the SEC by the Company through the website maintained by the SEC at www.sec.gov. In addition, investors and securityholders can obtain free copies of the documents filed with the SEC on the Company website at www.expro.com or by contacting the Company’s Corporate Secretary.

No Offer or Solicitation

This communication is for informational purposes only and is not intended to, and shall not, constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933.

Contact:

Dave Wilson - Vice President Investor Relations

+1 (281) 384-1544

InvestorRelations@expro.com

FAQ

What is Expro (XPRO) asking shareholders to approve?

Answer: Shareholders are being asked to approve the company’s redomicile from the Netherlands to the Cayman Islands and two related amendments to its articles of association. The proposals are labeled as Items 1, 2, and 3 in the Proxy Statement/Prospectus.

What key advisory support does Expro have for the redomicile vote?

Answer: Institutional Shareholder Services (ISS) revised its recommendation on June 3, 2026 to recommend shareholders vote FOR Items 1, 2, and 3 after reviewing board disclosures filed on June 1, 2026

What vote threshold is required to approve Item 3?

Answer: Approval of Item 3 requires the affirmative vote of two‑thirds of the votes cast at the annual general meeting; the Board emphasizes that every shareholder vote matters given this high threshold.

Has any large shareholder committed to support the proposals?

Answer: Oak Hill Advisors, which holds approximately 10.5% of Expro’s shares and is represented on the Board, has agreed to vote in favor of Items 1, 2, and 3.

Where can shareholders obtain the Proxy Statement/Prospectus?

Answer: Free copies are available on the SEC website at www.sec.gov and on Expro’s investor website at www.expro.com; the Registration Statement and definitive Proxy Statement/Prospectus were declared effective on April 21, 2026.