Expro N : 2026 Proxy Statement/Prospectus

Published: 2026-04-22 14:17:11 ET XPRO

Published on 04/22/2026 at 02:17 pm EDT

The board of directors (the "Expro N.V. Board" or the "Board") of Expro Group Holdings N.V., a public company with limited liability (naamloze vennootschap) incorporated under Dutch law ("Expro N.V.," "we," "us," "our" or the "Company"), has unanimously approved a plan to change the Company's corporate domicile from the Netherlands to the Cayman Islands by means of a series of transactions, and has unanimously resolved to submit and recommend the approval of proposals to the Company's shareholders at the 2026 annual meeting of shareholders of Expro N.V. (the "Annual Meeting") in connection with such transactions, as further described below and in the accompanying proxy statement/prospectus.

At the Annual Meeting, the Expro N.V. Board will ask shareholders to consider, among other things (1) a proposal to approve an amendment of the articles of association of Expro N.V. (as amended, the "Articles of Association") in the form attached as Exhibit A to the accompanying proxy statement/prospectus to include a formula on the basis of which cash compensation to Expro N.V. shareholders who exercise their withdrawal right ("Withdrawal Rights") 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 Allen Overy Shearman Sterling LLP, Amsterdam office, each them severally, to execute and sign the Deed of Amendment in connection therewith (such proposal, the "Cash Compensation Amendment Proposal"); (2) a proposal to approve an amendment of the Article of Association in the form attached as Exhibit B to the accompanying proxy statement/prospectus to provide for the conversion of shares of common stock, nominal value €0.06 per share, of Expro N.V. ("Expro N.V. Common Shares") into shares of Class B common stock, nominal value €0.06 per share, of Expro N.V. ("Class B Shares") if and to the extent Expro N.V. shareholders exercise their Withdrawal Rights and to authorize each deputy civil law notary and notarial employee of Allen Overy Shearman Sterling LLP,

Amsterdam office, and each of them severally, to execute and sign the Deed of Amendment in connection therewith (the "Share Conversion Amendment Proposal"); and (3) a proposal to approve a resolution authorizing a series of proposed and joint transactions (collectively, the "Transaction"), which will include (a) the 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 ("Expro Luxembourg"), with Expro Luxembourg surviving such merger (the "Luxembourg Merger"), and (b) as soon as practicable following completion of the Luxembourg Merger, the downstream cross-border merger of Expro Luxembourg with and into Expro Ltd, an exempted company incorporated under the laws of the Cayman Islands ("Expro Cayman"), with Expro Cayman surviving such merger (the "Cayman Merger" and, together with the Luxembourg Merger, the "Mergers") (such proposal, the "Transaction Proposal" and, together with the Cash Compensation Amendment Proposal and the Share Conversion Amendment Proposal, the "Redomicile Proposals"). Shareholders will also consider the election of directors of Expro N.V. and other proposals at the Annual Meeting as set forth in the accompanying notice of meeting.

By casting a vote in favor of the Transaction Proposal, the applicable Expro N.V. shareholder authorizes Expro N.V. to implement the Mergers. Conditional upon Expro N.V. shareholder approval of the Transaction Proposal at the Annual Meeting, the Luxembourg Merger will be approved in accordance with Luxembourg law, including approval by the Expro Luxembourg board of directors and approval by Expro N.V., in its capacity as the sole shareholder of Expro Luxembourg. In addition, prior to completion of the Luxembourg Merger, Expro N.V., in its capacity as the sole shareholder of Expro Luxembourg, will

adopt resolutions, conditional upon the consummation of the Luxembourg Merger, authorizing Expro Luxembourg's participation in the Cayman Merger. Prior to the completion of the Cayman Merger, Expro Luxembourg and Expro Cayman will take any additional actions required by Luxembourg and Cayman Islands law to consummate the Cayman Merger. Following the completion of the Luxembourg Merger, the Cayman Merger will be consummated in accordance with Cayman Islands law.

After the Transaction is complete, Expro N.V. shareholders will hold one ordinary share, par value $0.0001 per share (a "Expro Cayman Ordinary Share"), of Expro Cayman for each Expro N.V. Common Share owned immediately prior to the Transaction. The business, assets, liabilities, directors and officers of Expro Cayman will continue to be the same as the business, assets, liabilities, directors and officers of Expro N.V. immediately prior to the Transaction. We expect the Luxembourg Merger and the Cayman Merger to occur on the same day.

As is the case with your Expro N.V. Common Shares, upon completion of the Transaction, the Expro Cayman Ordinary Shares will be listed on the New York Stock Exchange ("NYSE") under the ticker symbol "XPRO" and will be registered with

the U.S. Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934, as amended, and be subject to the same SEC reporting requirements, the mandates of the Sarbanes-Oxley Act of 2002, as amended, and the applicable corporate governance rules of the NYSE. Expro Cayman will continue to report financial results in U.S. dollars and under

U.S. generally accepted accounting principles ("U.S. GAAP"). Expro Cayman will in the ordinary course make available customary financial information and other reports filed with the SEC, consistent with Expro N.V.'s established current practices.

After considering various factors, with the assistance of professional advisors and having given due and careful consideration to all circumstances and all aspects of the Transaction, the Expro N.V. Board has unanimously concluded that the Transaction is in the best interest of Expro N.V., promoting the sustainable success of its business, taking into account the interests of its shareholders and other stakeholders, and will enhance shareholder value over the long-term by providing potential strategic opportunities and benefits, including:

simplifying the Expro group's corporate structure and streamlining reporting requirements, which are expected to

(i) reduce the effort and expense incurred by the Expro group to assess, implement and remain compliant with multiple regulatory and reporting requirements on a consolidated basis, and (ii) provide opportunities for the Expro group to improve operational and tax efficiencies and financial flexibility in the corporate treasury, cash management, risk management and tax functions;

providing a more favorable corporate structure for growth of our business through future merger and acquisition opportunities; and

providing enhanced flexibility in corporate governance principles under Cayman Islands law.

If the Company's shareholders approve the Transaction Proposal, and the other conditions to completion of the Transaction are satisfied or waived, the Company anticipates that, on or around July 10, 2026, it will complete the Luxembourg Merger in accordance with the merger procedures of Book 2, Title 7, Sections 2, 3 and 3A of the Dutch Civil Code and Chapter II, section 1 of the Luxembourg law of 10 August 1915 on commercial companies, as amended, and will as soon as practicable thereafter complete the Cayman Merger in accordance with the Companies Act (Revised) of the Cayman Islands (the "Companies Act") and applicable provisions of Luxembourg law. Expro Cayman Ordinary Shares are anticipated to begin trading on the NYSE on the first trading day following the date when the Cayman Merger becomes effective.

Given the differences between the laws of the Netherlands and the Cayman Islands, your rights as a shareholder of Expro N.V. and a shareholder of Expro Cayman will be different. In addition, there are differences between Expro N.V.'s

existing Articles of Association and Expro Cayman's amended and restated memorandum and articles of association (the "Expro Cayman A&R Charter") as they will be in effect upon effectiveness of the Cayman Merger. See "Comparison of Rights of

Expro N.V. Shareholders and Expro Cayman Shareholders" and "Description of Expro Cayman Share Capital."

The Expro N.V. Board considered the estimated corporate tax liability arising from the Transaction and, with the assistance of professional advisors and based on and subject to current assumptions and market value, does not anticipate that we will incur material corporate-level Dutch or Luxembourg income taxes in connection with the Transaction. See "Risk Factors - Risks Relating to the Transaction - The Transaction may result in material Dutch taxes for Expro N.V." and "Material Dutch Tax Considerations - Material Dutch Tax Consequences of the Merger - Material Corporate Level Tax Consequences of the Merger for Expro N.V."

The Transaction may have different tax consequences for Expro N.V. shareholders who are residents in the Netherlands and the United States. In addition, there may be different income tax treatment that applies to Dutch holders and U.S. holders of Expro Cayman Ordinary Shares in respect of dividends and withholding taxes, as compared to the tax consequences that apply in respect of holding Expro N.V. Common Shares. The Dutch income tax consequences of the Transaction for Expro N.V. shareholders will depend on a number of factors. Determining the actual Dutch tax consequences of the Transaction may be complex and will depend on the specific situation of the shareholder. Expro N.V. shareholders who are resident in the Netherlands may be subject to Dutch (corporate) income tax in respect of the Transaction, depending on the tax regime applicable to such shareholder. The U.S. federal income tax consequences of the Transaction to U.S. Holders will also depend on a number of factors and U.S. Holders may be subject to U.S. federal income taxation in connection with the Transaction. See "Material U.S.

Federal Income Tax Considerations." Expro N.V. shareholders are urged to carefully read the sections of the proxy statement/ prospectus entitled "Material Dutch Tax Considerations" and "Material U.S. Federal Income Tax Considerations," as applicable, and to consult with their tax and other advisors.

Subject to the satisfaction or waiver of all other conditions precedent, if the Expro N.V. shareholders approve the Transaction Proposal, it is anticipated that the Transaction will be completed and enforceable against third parties upon (i) the publication

of the Mergers with the Luxembourg Public Register of Companies, which is expected to occur as soon as practicable following the lapse of the one month withdrawal period required to satisfy the rights of those holders who exercise their Withdrawal Rights, and (ii) the registration of the Cayman Merger by the Registrar of Companies of the Cayman Islands pursuant to the Companies Act, which registration will occur upon the filing of the required statutory documents with the Registrar of Companies of the Cayman Islands, or such later date as may be specified in such documents (provided that such later date shall not be a date later than the 90th day after the date of such registration). See "The Transaction Proposal - Particulars of the Transaction."

With respect to annual meeting items, Expro N.V. shareholders will be asked to vote on the following proposals (collectively, the "Annual Meeting Proposals"): (i) to elect seven director nominees named in the accompanying proxy statement/prospectus to serve until the Company's annual meeting of shareholders in 2027 or the earlier completion of the Luxembourg Merger, (ii) to approve on a non-binding advisory basis the compensation of the Company's named executive officers for the year ended December 31, 2025, (iii) 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, (iv) to discharge the members of the Expro N.V. Board from liability in respect of the exercise of their duties during the fiscal year ended December 31, 2025, (v) to appoint Deloitte Accountants B.V. as our 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, (vi) to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm to audit our U.S. GAAP financial statements for the fiscal year ending December 31, 2026, (vii) 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 NYSE, and during a period of 18 months starting from the date of the Annual Meeting, (viii) to authorize the Board to issue shares up to 20% of the issued share capital as of the date of the 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 Annual Meeting, which authorization includes the authority to restrict or exclude pre-emptive rights upon an issue of shares, and (ix) to transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

Oak Hill Advisors, L.P., beneficial owner of approximately 10.5% of the outstanding Expro N.V. Common Shares as of April 6, 2026, has agreed to vote in favor of the Redomicile Proposals.

This proxy statement/prospectus is dated April 21, 2026 and is first being mailed to Expro N.V. shareholders of record on or about April 21, 2026.

To the shareholders of Expro Group Holdings N.V.:

You are cordially invited to attend the annual meeting (the "Annual Meeting") of the shareholders of Expro Group Holdings N.V. ("Expro N.V." or the "Company") to be held on June 10, 2026, at 4:00 p.m. Central European Time ("CET"), at the offices of Van Campen Liem, J.J. Viottastraat 52, 1071 JT, Amsterdam, The Netherlands. The Annual Meeting has been called by the Company's board of directors (the "Expro N.V. Board"). At this meeting, you will be asked to consider and vote upon the following proposals:

a proposal to approve an amendment of the articles of association of Expro N.V. (as amended, the "Articles of Association") in the form attached as Exhibit A to this proxy statement/prospectus to include a formula on the basis of which cash compensation to Expro N.V. 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 Allen Overy Shearman Sterling LLP, Amsterdam office, and each of them severally, to execute and sign the Deed of Amendment in connection therewith (such proposal, the "Cash Compensation Amendment Proposal");

a proposal to approve an amendment of the Articles of Association in the form attached as Exhibit B to this proxy statement/prospectus to provide for the conversion of shares of common stock, nominal value €0.06 per share, of Expro N.V. ("Expro N.V. Common Shares") into shares of Class B common stock, nominal value €0.06 per share, of Expro N.V. ("Class B Shares") if and

to the extent Expro N.V. shareholders exercise their Withdrawal Rights and to authorize each deputy civil law notary and notarial employee of Allen Overy Shearman Sterling LLP, Amsterdam

office, and each of them severally, to execute and sign the Deed of Amendment in connection therewith (the "Share Conversion Amendment Proposal"), and

a proposal to approve a series of proposed and joint transactions (collectively, the "Transaction"), which will include (a) the 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 ("Expro Luxembourg"), with Expro Luxembourg surviving such merger (the "Luxembourg Merger"), and (b) as soon as practicable following completion of the Luxembourg Merger, the downstream cross-border merger of Expro Luxembourg with and into Expro Ltd, a Cayman Islands exempted company ("Expro Cayman"), with Expro Cayman continuing as the surviving company (the "Cayman Merger" and, together with the Luxembourg Merger, the "Mergers") (such proposal, the "Transaction Proposal").

to elect seven director nominees named in this proxy statement/prospectus to serve until the Company's annual meeting of shareholders in 2027 or the earlier completion of the Luxembourg Merger;

to approve on a non-binding advisory basis the compensation of the Company's named executive officers for the year ended December 31, 2025;

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;

to discharge the members of the Expro N.V. Board from liability in respect of the exercise of their duties during the fiscal year ended December 31, 2025;

to appoint Deloitte Accountants B.V. as our 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;

to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm to audit our U.S. GAAP financial statements for the fiscal year ending December 31, 2026;

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 (the "NYSE"), and during a period of 18 months starting from the date of the 2026 annual meeting;

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, which authorization includes the authority to restrict or exclude pre-emptive rights upon an

issue of shares; and

to transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

The Company will transact no other business at the Annual Meeting except such business as may properly be brought before the Annual Meeting by or at the direction of the Expro N.V. Board. References to the Annual Meeting in this proxy statement/prospectus are to such meeting as adjourned or postponed. Please refer to the proxy statement/prospectus of which this notice is a part for further information with respect to the business to be transacted at the Annual Meeting.

Completion of the Transaction is conditioned on approval by the Expro N.V. shareholders of the Transaction Proposal. Completion of the Transaction is not conditioned on the approval of the Cash Compensation Amendment Proposal, Share Conversion Amendment Proposal or any of the Annual Meeting Proposals.

This notice of annual meeting of Expro N.V. shareholders (the "Notice") and the accompanying proxy statement/prospectus are available on Expro N.V.'s website at www.expro.com and on the SEC's website at www.sec.gov. The form of deeds of amendment to the Articles of Association are available at any of those websites and as Exhibit A and Exhibit B to the proxy statement/prospectus.

The Expro N.V. Board is sending this Notice to those shareholders who hold Expro N.V. Common Shares at the close of business Central European Time on April 6, 2026 (the "Notice Record Date"). Only Expro N.V. shareholders whose names have been entered in the registers of Expro N.V. shareholders as of the close of business on the Notice Record Date are entitled to receive notice of the Annual Meeting. However, the Notice Record Date only determines who receives this Notice and does not determine who has the

right to vote at the Annual Meeting. In order to be able to vote at the Annual Meeting, you will have to be a record holder of shares (or otherwise a person with voting rights with respect to shares) at the close of business Central European Time on May 13, 2026. This latter date is the "day of registration" ("dag van registratie") (the "Voting Record Date") as referred to in the Dutch Civil Code and only holders of shares (or other persons with voting rights with respect to shares) on such date are entitled to vote. Under Dutch law, this latter date must occur exactly 28 days before the date of the Annual Meeting.

If you are a beneficial owner of Expro N.V. Common Shares held in street name, you must either direct your broker or other nominee as to how to vote your shares, or obtain a "legal" proxy from your broker or other nominee to vote at the Annual Meeting. Please refer to the voter instruction card provided by your broker or other nominee for specific instructions on methods of voting.

Even if you plan to attend the Annual Meeting, please vote your proxy in advance of the Annual Meeting using one of the methods above as soon as possible so that your Expro N.V. Common Shares will be represented at the Annual Meeting if for any reason you are unable to attend in person.

Expro N.V. shareholders who are planning to return the form of proxy or voting instruction form are encouraged to review the proxy statement/prospectus carefully before submitting such form.

Pursuant to Section 2:333h of the Dutch Civil Code, shareholders in a Dutch target company are entitled to exercise a statutory withdrawal right if they vote against a cross-border merger and submit a request to receive cash compensation instead. Shareholders may exercise this right by completing and submitting a withdrawal application form (the "Withdrawal Application Form") within one month following the Annual Meeting. The Withdrawal Application Form will be made available on Expro N.V.'s website, www.expro.com.

If you have any questions about the information contained in this Notice or the proxy statement/ prospectus or require assistance in voting your Expro N.V. Common Shares, please contact Expro N.V.'s proxy solicitors, Okapi Partners LLC, as follows:

Okapi Partners LLC 1212 Avenue of the Americas,

17th Floor

New York, New York 10036

(212) 297-0720

Toll free: (888) 785-6709 info@okapipartners

John McAlister

General Counsel and Secretary

Den Helder, The Netherlands April 21, 2026

Expro N.V. files annual, quarterly and current reports, proxy statements and other business and financial information with the U.S. Securities and Exchange Commission (the "SEC") electronically, and the SEC maintains a website located at www.sec.gov containing this information. You can also obtain these documents, free of charge, from Expro N.V. at www.expro.com, under the heading "Investors." The information contained on, or that may be accessed through, Expro N.V.'s website is not incorporated by reference into, and is not a part of, this proxy statement/prospectus.

Expro Cayman, which is a direct wholly owned subsidiary of Expro Luxembourg, which is in turn a direct wholly owned subsidiary of Expro N.V., has filed a registration statement on Form S-4 with respect to the Expro Cayman Ordinary Shares to be issued in connection with the Transaction. This proxy statement/ prospectus forms a part of the registration statement. As permitted by SEC rules, this proxy statement/ prospectus does not contain all of the information included in the registration statement or in the exhibits or schedules to the registration statement. You may read and copy the registration statement, including any amendments, schedules and exhibits, at the SEC's website mentioned above. Statements contained in this proxy statement/prospectus as to the contents of any contract or other documents referred to in this proxy statement/prospectus are not necessarily complete. In each case, you should refer to the copy of the applicable agreement or other document filed as an exhibit to the registration statement.

This proxy statement/prospectus incorporates important business and financial information about Expro N.V. from documents that are not attached to this proxy statement/prospectus. This information is available to you without charge upon your request. You can obtain the documents incorporated by reference into this proxy statement/prospectus free of charge by requesting them in writing or by telephone from Expro N.V. or from its proxy solicitors at the following addresses and telephone numbers:

Expro Group Holdings N.V. 1311 Broadfield Blvd., Suite 400

Houston, Texas 77084

(713) 463-9776

Attention: Corporate Secretary [email protected]

Okapi Partners LLC

1212 6th Avenue of the Americas New York, New York 10036

(212) 297-0720

Toll free: (888) 785-6709 [email protected]

If you would like to request any documents, please do so by June 3, 2026 in order to receive them before the Annual Meeting.

For a more detailed description of the information incorporated by reference into this proxy statement/ prospectus and how you may obtain it, see "Where You Can Find More Information."

This proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the SEC, constitutes a prospectus under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Expro Cayman Ordinary Shares to be issued to Expro N.V. shareholders in connection with the Transaction. This proxy statement/prospectus also constitutes a proxy statement for Expro N.V. under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and a notice of meeting with respect

to the Annual Meeting.

You should rely only on the information contained in or incorporated by reference into this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/ prospectus is dated April 21, 2026, and you should assume that the information contained in this proxy statement/prospectus is accurate only as of such date. You should also assume that the information incorporated by reference into this proxy statement/prospectus is accurate only as of the date of such information.

All currency amounts referenced in this proxy statement/prospectus are in U.S. dollars unless otherwise indicated.

Unless otherwise specified or if the context so requires, the following terms have the meanings set forth below for purposes of this proxy statement/prospectus:

"Annual Meeting" means the annual meeting of Expro N.V. shareholders to be held on June 10, 2026, at 4:00 p.m. Central European Time, at the offices of Van Campen Liem, J.J. Viottastraat 52, 1071 JT, Amsterdam, The Netherlands;

"Articles of Association" means Expro N.V.'s Articles of Association, dated as of October 1, 2021, as amended;

"Cash Compensation Amendment Proposal" means the special resolution approving the amendment to the Articles of Association in the form attached as Exhibit A to this proxy statement/prospectus, to be considered at the Annual Meeting;

"Cayman Merger" means the merger of Expro Luxembourg with and into Expro Cayman, with Expro Cayman continuing as the surviving company;

"Code" means the U.S. Internal Revenue Code of 1986, as amended; "Dutch Civil Code" means the Dutch civil code (Burgerlijk Wetboek);

"Exchange Act" means the U.S. Securities Exchange Act of 1934 and, as applicable, the rules and regulations promulgated thereunder, in each case, as amended;

"Exchange Agent" means Equiniti Trust Company, LLC or such other person as Expro N.V. may appoint to act as exchange agent in relation to the Transaction;

"Expro Cayman" means Expro Ltd, a Cayman Islands exempted company;

"Expro Cayman A&R Charter" means the amended and restated memorandum and articles of association of Expro Cayman, as the same may be amended and/or restated from time to time after the date hereof;

"Expro Cayman Board" means the board of directors of Expro Cayman;

"Expro Cayman Incentive Awards" means collectively, all restricted share units (whether subject to time-and/or performance-based vesting conditions), share options, and all other share-based awards or incentive awards granted by Expro Cayman pursuant to the Expro Cayman Incentive Plans pursuant to the Transaction in full and complete exchange and substitution for the Expro N.V. Incentive Awards, and "Expro Cayman Incentive Award" means any one of them, as applicable;

"Expro Cayman Incentive Plans" means the Expro N.V. Incentive Plans, as assumed and amended and restated by Expro Cayman, and more specifically, the Expro Ltd 2018 Management Incentive Plan, the Expro Ltd 2022 Long-Term Incentive Plan, and the Expro Ltd 2023 Employee Stock Purchase Program (including the Expro Ltd Sharesave Scheme (UK) thereunder);

"Expro Cayman Ordinary Shares" means the ordinary shares of $0.0001 par value each, of Expro Cayman;

"Expro Luxembourg" means Expro Luxembourg S.A., a public limited liability company incorporated under the laws of Luxembourg;

"Expro N.V." means Expro Group Holdings N.V., a public company with limited liability (naamloze vennootschap) incorporated under Dutch law;

"Expro N.V. Board" or the "Board" means the board of directors of Expro N.V.;

"Expro N.V. Common Shares" or "Common Stock" means shares of Common Stock, nominal value

€0.06 per share, of Expro N.V.;

"Expro N.V. Debt" means all rights, obligations and indebtedness owing of Expro N.V.;

"Expro N.V. Incentive Awards" means, collectively, all restricted stock units (whether subject to time-and/or performance-based vesting conditions), stock options, and all other share-based awards or incentive awards granted by Expro N.V. prior to the Effective Date pursuant to the Expro N.V. Incentive Plans, and "Expro N.V. Incentive Award" means any one of them, as applicable;

"Expro N.V. Incentive Plans" means the Expro Group Holdings International Limited 2018 Management Incentive Plan, the Expro Group Holdings N.V. 2022 Long-Term Incentive Plan, and the Expro Group Holdings N.V. 2023 Employee Stock Purchase Program (including the Expro Group Holdings N.V. Sharesave Scheme (UK) thereunder).

"Expro N.V. shareholders" means (i) prior to the exchange of Expro N.V. Common Shares for, ultimately, Expro Cayman Ordinary Shares in the Mergers, the holders of the Expro N.V. Common Shares, and (ii) after the exchange of Expro N.V. Common Shares for, ultimately, Expro Cayman Ordinary Shares, the holders

of the Expro Cayman Ordinary Shares;

"IRS" refers to the U.S. Internal Revenue Service;

"Luxembourg Merger" means the merger of Expro N.V. with and into Expro Luxembourg, with Expro Luxembourg surviving;

"Mergers" means, collectively, the Luxembourg Merger and the Cayman Merger;

"Notice" means the notice regarding the Annual Meeting accompanying this proxy statement/ prospectus;

"Notice Record Date" means the close of business Eastern Standard Time, on April 6, 2026; "NYSE" means the New York Stock Exchange;

"PFIC" refers to a passive foreign investment company as defined under Section 1297 of the Code;

"proxy statement/prospectus" means the Notice of the Annual Meeting and the proxy statement/ prospectus of Expro N.V. dated April 21, 2026, together with all appendices, schedules and exhibits hereto, sent by Expro N.V. to the Expro N.V. shareholders in connection with the Annual Meeting (as may be amended, supplemented or otherwise modified from time to time);

"Reorganization" means a reorganization within the meaning of Section 368(a)(1) of the Code; "SEC" means the U.S. Securities and Exchange Commission;

"Securities Act" means the U.S. Securities Act of 1933 and, as applicable, the rules and regulations promulgated thereunder, in each case, as amended;

"Share Conversion Amendment Proposal" means the special resolution approving the amendment to the Articles of Association in the form attached as Exhibit B to this proxy statement/prospectus, to be considered at the Annual Meeting;

"Transaction" means, collectively, (i) the downstream cross-border merger of Expro N.V. with and into Expro Luxembourg, with Expro Luxembourg surviving, and (ii) as soon as practicable following completion of the Luxembourg Merger, the downstream cross-border merger of Expro Luxembourg with and into Expro Cayman, with Expro Cayman continuing as the surviving company;

"Transaction Proposal" means the special resolution approving the Transaction to be considered at the Annual Meeting by Expro N.V. shareholders;

"Treasury Regulations" means the U.S. Treasury Regulations promulgated under the Code; "U.S. GAAP" means accounting principles generally accepted in the United States; "Voting Record Date" means the close of business on May 13, 2026; and

"Withdrawal Application Form" means the withdrawal application form to be submitted by those Expro N.V. shareholders who wish to exercise their Withdrawal Rights, pursuant to Section 2:333h of the Dutch Civil Code.

Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . i

About This Proxy Statement/Prospectus ii

Glossary iii

Cautionary Statement Regarding Forward-Looking Statements vi

Questions and Answers About the Transaction and the Annual Meeting viii

Summary 1

Risk Factors 7

Item One - The Cash Compensation Amendment Proposal 11

Item Two - The Share Conversion Amendment Proposal 12

Item Three - The Transaction Proposal 13

Material Dutch Tax Considerations 19

Material U.S. Federal Income Tax Considerations 25

Description of Expro Cayman Share Capital 32

Comparison of Rights of Expro N.V. Shareholders and Expro Cayman Shareholders 36

Item Four - Election of Directors 46

Item Five - Advisory Vote to Approve Named Executive Officer Compensation 47

Item Six - Adoption of Annual Accounts for 2025 48

Item Seven - Discharge of Members of the Board 49

Item Eight - Appointment of Auditor for Dutch Statutory Annual Accounts 50

Item Nine - Ratification of Selection of International Independent Registered Public Accounting

Firm 51

Item Ten - Authorization of Board to Repurchase Shares for Any Legal Purpose 52

Item Eleven - Authorization of Board to Issue Shares for Any Legal Purpose 53

Management 54

Compensation Committee Report 65

Compensation Discussion and Analysis 66

Executive Compensation 82

Audit Committee Report 105

Information About Our Independent Registered Public Accounting Firm 107

Transactions with Related Persons 108

Security Ownership of Certain Beneficial Owners and Management of Expro N.V 110

Delinquent Section 16(A) Reports 113

Shareholder Proposals 114

Householding 115

Legal Matters 115

Experts 115

Where You Can Find More Information 116

Exhibit A: Form of Amendment to Articles of Association Relating to the Cash Consideration Amendment Proposal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1

Exhibit B: Form of Amendment to Articles of Association Relating to the Share Conversion

Amendment Proposal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1

This proxy statement/prospectus, the appendices attached hereto and the documents incorporated by reference herein contain certain "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements include those that express a belief, expectation or intention, as well as those that are not statements of historical fact. Forward-looking statements include information regarding our future plans and goals and our current expectations with respect to, among other things:

the expected timing, completion, effects and benefits of the Transaction;

our business strategy and prospects for growth;

our cash flows and liquidity;

our financial strategy, budget, projections and operating results;

the amount and timing of any future share repurchases;

the amount, nature and timing of capital expenditures;

the availability and terms of capital;

the exploration, development and production activities of our customers;

the market for our existing and future products and services;

competition and government regulations; and

general economic and political conditions, including political tensions, conflicts and war (such as the ongoing Russian war in Ukraine and heightened tensions resulting from the ongoing conflicts in

the Middle East).

These forward-looking statements are generally accompanied by words such as "anticipate," "believe," "estimate," "expect," "goal," "plan," "intend," "potential," "predict," "project," "may," "outlook," or other terms that convey the uncertainty of future events or outcomes, although not all forward-looking statements contain such identifying words. The forward-looking statements in this proxy statement/prospectus speak only as of the date of this proxy statement/prospectus (or, in the case of a document incorporated by reference, the date of such document incorporated by reference); we disclaim any obligation to update these statements unless required by law, and we caution you not to rely on them unduly. Forward-looking statements are

not assurances of future performance and involve risks and uncertainties. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks, contingencies and uncertainties include, but are not limited to, the following:

our ability to obtain the required shareholder vote to approve the Transaction Proposal at the Annual Meeting;

the satisfaction of other conditions to the Transaction;

the outcome of any legal proceedings that may be instituted against us following announcement of the Transaction;

our ability to maintain the listing of our shares on the NYSE following the Transaction;

our ability to take advantage of the potential strategic opportunities provided by, and realize the potential benefits of, the Transaction;

the risk that the Transaction disrupts current plans and operations;

the risk that shareholders may recognize gain or other income with respect to their shares in connection with the consummation of the Transaction;

the future financial performance of the Expro group following the Transaction, including our anticipated growth rate and market opportunity;

changes in shareholders' rights as a result of the Transaction;

our ability to adapt to operating under the laws of the Cayman Islands;

business uncertainties while the Transaction is pending;

the risk that the Expro N.V. Board may defer or abandon the Transaction;

costs related to the Transaction;

changes in general political, economic and competitive conditions and specific market conditions;

adverse changes in the oil and gas industry; and

other risks detailed in our Annual Report on Form 10-K for the year ended December 31, 2025 filed by the Company with the SEC and incorporated herein by reference. See also "Where You Can

Find More Information."

Although Expro N.V. believes the expectations represented by such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. Readers are cautioned that the assumptions, risks and uncertainties referenced above and in the documents incorporated by reference herein are not exhaustive. The forward-looking statements contained or incorporated by reference in this proxy statement/prospectus are expressly qualified by these cautionary statements. The reader should read carefully the risk factors described in this proxy statement/prospectus and in the documents

incorporated by reference herein for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements.

The following questions and answers are intended to briefly address some commonly asked questions regarding the Transaction and the Annual Meeting. These questions and answers may not address all questions that may be important to you. To better understand these matters, and for a description of the legal terms governing the Transaction, you should carefully read this entire proxy statement/prospectus, including the attached appendices, as well as the documents that have been incorporated by reference into this proxy statement/ prospectus. Capitalized terms used but not otherwise defined in the questions and answers set forth below have the meanings set forth under the heading "Glossary."

You are receiving this proxy statement/prospectus because you are an Expro N.V. shareholder as of the Notice Record Date. The Expro N.V. Board has unanimously approved a plan to change the Company's corporate domicile from the Netherlands to the Cayman Islands by means of a series of transactions, and has unanimously resolved to submit and recommend the approval of proposals to the Company's shareholders at the 2026 annual meeting of shareholders of Expro N.V. in connection with such transactions, as further described in this proxy statement/prospectus.

In addition, to eliminate the need for and expense of two separate meetings, Expro N.V. shareholders are being asked to consider and vote on proposals traditionally addressed at the Company's annual meeting, as required by Dutch law.

If you are an Expro N.V. shareholder as of the Voting Record Date, you are entitled to vote for the Transaction Proposal, the Cash Compensation Amendment Proposal, the Share Conversion Amendment Proposal and the Annual Meeting Proposals at the Annual Meeting.

This proxy statement/prospectus, including its appendices and the documents incorporated by referenced herein, which you should read carefully, contains important information about the proposed Transaction and how to vote at the Annual Meeting.

The Annual Meeting will be held on June 10, 2026, at 4:00 p.m. CET, at the offices of Van Campen Liem, J.J. Viottastraat 52, 1071 JT, Amsterdam, The Netherlands.

The Transaction will, if completed, change the Company's corporate domicile from the Netherlands to the Cayman Islands by means of a series of steps, as follows:

At the Annual Meeting, Expro N.V. shareholders will vote on the Transaction Proposal, the Cash Compensation Amendment Proposal and the Share Conversion Amendment Proposal, among other proposals;

Under the condition that the Transaction Proposal is approved by the Expro N.V. shareholders, Expro Luxembourg will convene an extraordinary general meeting at which Expro N.V., as sole shareholder of Expro Luxembourg, will approve the Luxembourg Merger and, conditional upon the consummation of the Luxembourg Merger, the Cayman Merger and other matters related

to the Cayman Merger;

Expro N.V. will merge with and into Expro Luxembourg, with Expro Luxembourg surviving such merger, and all Expro N.V. Common Shares will be canceled and exchanged for the right to receive Expro Luxembourg Common Shares on a one-for-one basis;

Expro Luxembourg, in its capacity as the sole shareholder of Expro Cayman prior to the Cayman Merger, will, by special resolution, approve the Cayman Merger; and

Expro Luxembourg will merge with and into Expro Cayman, with Expro Cayman continuing as the surviving company, in which all Expro Luxembourg Common Shares will be canceled and exchanged for Expro Cayman Ordinary Shares on a one-for-one basis.

Following completion of the Transaction, former Expro N.V. shareholders will hold one Expro Cayman Ordinary Share for each Expro N.V. Common Share owned immediately prior to the Transaction. Expro Cayman Ordinary Shares will, following the completion of the Transaction, be listed on the NYSE under the stock symbol "XPRO."

simplifying the Expro group's corporate structure and streamlining reporting requirements, which are expected to (i) reduce the effort and expense incurred by the Expro group to assess, implement and remain compliant with multiple regulatory and reporting requirements on a consolidated basis, and

(ii) provide opportunities for the Expro group to improve operational and tax efficiencies and financial flexibility in the corporate treasury, cash management, risk management and tax functions;

providing a more favorable corporate structure for growth of our business through future merger and acquisition opportunities; and

providing enhanced flexibility in corporate governance principles under Cayman Islands law.

Yes. The Luxembourg Merger is subject to approval of the Transaction Proposal by the Expro N.V. shareholders (the "Required Shareholder Approval") and the condition that the aggregate number of shares for which a Withdrawal Request is submitted does not exceed one percent of the number of shares in the capital of Expro N.V. issued and outstanding at the time of the Annual Meeting (the "Luxembourg

The Cayman Merger is conditioned on (i) the prior completion of the Luxembourg Merger, (ii) the consent of each holder of a fixed or floating security interest of Expro Luxembourg and Expro Cayman, if any, and (iii) the filing with the Registrar of Companies in the Cayman Islands of any and all other deliverables required under the Companies Act in connection with the Cayman Merger (the "Cayman Merger Conditions" and, together with the Luxembourg Merger Conditions, the "Merger Conditions").

No. Expro Cayman will continue to work for clients across the entire well life cycle as a leading provider of energy services, offering cost-effective, innovative solutions and what we consider to be best-in-class safety and service quality.

There will be no changes to the executive or non-executive directors or executive officers as a result of the Transaction. Once the Transaction is complete, the same individuals at Expro N.V. immediately prior to the Transaction will serve in the same capacity at Expro Cayman immediately following the Transaction.

The executive and non-executive directors and executive officers of Expro N.V. are expected to vote their Expro N.V. Common Shares FOR each of the proposals to be voted on at the Annual Meeting. As of

the Notice Record Date for the Annual Meeting, the directors and executive officers of Expro N.V. had the right to vote approximately 1,007,419 Expro N.V. Common Shares, representing approximately 0.9% of the Expro N.V. Common Shares then issued and outstanding. Oak Hill Advisors, L.P., beneficial owner of approximately 10.5% of the outstanding Expro N.V. Common Shares as of April 6, 2026, has agreed to vote in favor of the Redomicile Proposals.

Following completion of the Transaction, Expro N.V. shareholders will hold one Expro Cayman Ordinary Share for each Expro N.V. Common Share they owned immediately prior to the Transaction.

Section 2:333h of the Dutch Civil Code entitles shareholders in a Dutch company to exercise a statutory withdrawal right ("Withdrawal Rights") if they vote against a cross-border merger and submit a request to receive cash compensation instead. Please see "The Transaction Proposal - Shareholder Withdrawal Rights" for more information regarding the Withdrawal Rights of Expro N.V. shareholders.

Expro Luxembourg S.A. is a public limited liability company incorporated under the laws of Luxembourg and, immediately prior to the Luxembourg Merger, will be a direct wholly owned subsidiary of Expro N.V.

Expro Ltd is a Cayman Islands exempted company and, immediately prior to the Cayman Merger, will be a direct wholly owned subsidiary of Expro Luxembourg. Following the completion of the Transaction, Expro Cayman will be the parent company of the Expro group of companies.

No, your fully diluted relative economic ownership will not change as a result of the Transaction, except to the extent shareholders exercise Withdrawal Rights. Upon the effectiveness of the Luxembourg Merger, your Expro N.V. Common shares will be canceled by operation of law and exchanged for Expro Luxembourg Common Shares on a one-for-one basis, and upon the effectiveness of the Cayman Merger, your Expro Luxembourg Common Shares will be cancelled in exchange for Expro Cayman Ordinary Shares on

a one-for-one basis. Shareholders not exercising Withdrawal Rights will hold an identical number of Expro Cayman Ordinary Shares as the number of Expro N.V. Common Shares they held prior to the Transaction. Expro Cayman will be the direct or indirect owner of all of the business, assets and liabilities of Expro N.V. following the Transaction.

Yes. Expro Cayman Ordinary Shares will be listed on the NYSE under the stock symbol "XPRO." The Expro N.V. Common Shares currently trade on the NYSE under the stock symbol "XPRO." When the Transaction is completed, the Expro N.V. Common Shares will cease to be traded on the NYSE and will be deregistered under the Exchange Act. See "The Transaction Proposal - Certain Legal and Regulatory Matters - Stock Exchange Listing."

The exchange of Expro N.V. Common Shares into Expro Cayman Ordinary Shares will occur automatically upon the completion of the Transaction. Beneficial holders of shares held in "street name" through a bank, broker or other nominee and record owners of shares held in book-entry form will not be required to take any action. Your ownership of Expro Cayman Ordinary Shares will be recorded in book-entry form by your nominee (for shares held in "street name") or by Equiniti Trust Company, LLC in its capacity as exchange agent (the "Exchange Agent") (for shares held by record owners in book-entry form), without the need for any additional action on your part. Holders of record who hold their shares in book-entry form will receive a statement of their holdings in Expro Cayman after the Transaction.

Expro N.V. Common Shares will continue to trade on the NYSE until the consummation of the Transaction. Following the consummation of the Transaction, Expro Cayman Ordinary Shares will be listed on the NYSE. Generally speaking, registered Expro N.V. shareholders and beneficial owners of Expro N.V. Common Shares whose shares are held through a broker, financial institution or other nominee may sell their Expro N.V. Common Shares through the facilities of the NYSE for cash at any time until

the consummation of the Transaction.

At the Annual Meeting, the Expro N.V. shareholders will be asked to consider and vote on:

a proposal to approve an amendment of the Articles of Association in the form attached as Exhibit A to this proxy statement/prospectus to include a formula on the basis of which cash compensation to Expro N.V. shareholders who exercise their withdrawal right in connection with the Luxembourg Merger, 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 Allen Overy Shearman Sterling LLP, Amsterdam office, and each of them severally, to execute and sign the Deed of Amendment in connection therewith;

a proposal to approve an amendment of the Articles of Association in the form attached as Exhibit B to this proxy statement/prospectus to provide for the conversion of Expro N.V. Common Shares into shares of Class B common stock, nominal value €0.06 per share, of Expro N.V. ("Class B Shares") if and to the extent Expro N.V. shareholders exercise their Withdrawal Rights and to authorize each deputy civil law notary and notarial employee of Allen Overy Shearman Sterling LLP, Amsterdam office, and each of them severally, to execute and sign the Deed of Amendment in connection therewith; and

a proposal to approve a resolution authorizing the Transaction, which will include (a) the downstream cross-border merger of Expro N.V. with and into Expro Luxembourg, with Expro Luxembourg surviving such merger, and (b) as soon as practicable following completion of the Luxembourg Merger, the downstream cross-border merger of Expro Luxembourg with and into Expro Cayman, with Expro Cayman continuing as the surviving company.

to elect seven director nominees named in this proxy statement/prospectus to serve until the Company's annual meeting of shareholders in 2027 or the earlier completion of the Luxembourg Merger;

to approve on a non-binding advisory basis the compensation of the Company's named executive officers for the year ended December 31, 2025;

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;

to discharge the members of the Expro N.V. Board from liability in respect of the exercise of their duties during the fiscal year ended December 31, 2025;

to appoint Deloitte Accountants B.V. as our 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;

to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm to audit our U.S. GAAP financial statements for the fiscal year ending December 31, 2026;

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 NYSE, and during a period of 18 months starting from the date of the 2026 annual meeting;

issue of shares (the "Annual Share Issuance Proposal"); and

to transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

The Expro N.V. Board is sending you this proxy statement/prospectus in connection with its solicitation of proxies for use at the Annual Meeting.

The affirmative vote of a simple majority of the votes cast is required to elect each director nominee and to approve each item on the agenda at the Annual Meeting except for the Transaction Proposal and the Annual Share Issuance Proposal. The Transaction Proposal requires the approval of two-thirds of the

votes cast. The Annual Share Issuance Proposal requires the approval of a simple majority of votes cast or, if less than one-half of the issued capital is represented at the Annual Meeting, two-thirds of the votes cast. Under Dutch law, there is no required quorum for shareholder action at a properly convened shareholder meeting. Further, a director nominee proposal made by the Board and submitted on time is binding. However, the general meeting may render the proposal non-binding by a resolution to that effect adopted with a majority of no less than two-thirds of the votes cast, representing over one-half of the issued capital.

A properly executed proxy (for a holder as of the Voting Record Date of the Annual Meeting) will be voted in accordance with the instructions on the proxy. If you properly complete and submit a proxy, but do not indicate any contrary voting instructions, your shares will be voted as follows:

"FOR" the Transaction Proposal (Item One);

"FOR" the Cash Compensation Amendment Proposal (Item Two);

"FOR" the Share Conversion Amendment Proposal (Item Three);

"FOR" the election of each of the director nominees named in this proxy statement/prospectus (Item Four);

"FOR" the approval on a non-binding advisory basis of the compensation of the Company's named executive officers (Item Five);

"FOR" the confirmation and ratification of the preparation of the Company's statutory annual accounts and annual report in the English language and the confirmation and adoption of the annual accounts for the fiscal year ended December 31, 2025 (Item Six);

"FOR" the discharge of the members of the Expro N.V. Board from liability in respect of the exercise of their duties during the fiscal year ended December 31, 2025 (Item Seven);

"FOR" the appointment of Deloitte Accountants B.V. as our 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 (Item Eight);

"FOR" the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm to audit our U.S. GAAP financial statements for the fiscal year ending December 31, 2026 (Item Nine);

"FOR" the authorization of the Expro N.V. 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 NYSE, and during a period of

18 months starting from the date of the Annual Meeting (Item Ten); and

"FOR" the Annual Share Issuance Proposal (Item Eleven).

Yes. The Expro N.V. Board unanimously recommends that Expro N.V. shareholders vote FOR each of the proposals to be voted on at the Annual Meeting.

If the Transaction is not completed for any reason, Expro N.V. shareholders will not receive Expro Cayman Ordinary Shares and Expro N.V. will continue as a public company incorporated under the laws of the Netherlands, with the Expro N.V. Common Shares continuing to be listed for trading on the NYSE.

In connection with the Transaction, Expro Cayman will assume all of Expro N.V.'s obligations under the Expro N.V. Debt, such that Expro Cayman will become the obligor in respect of such debt in lieu of Expro N.V. following completion of the Transaction.

Upon completion of the Transaction, Expro Cayman will be subject to the same reporting requirements of the SEC, the mandates of the Sarbanes-Oxley Act and the applicable corporate governance rules of the NYSE as Expro N.V. before the Transaction. Expro Cayman will be required to file periodic reports with the SEC on Forms 10-K, 10-Q and 8-K and comply with the proxy rules, as currently required of Expro N.V. Expro Cayman will not be subject to the public disclosure requirements set forth in Dutch laws and regulations currently applicable to Expro N.V.

N.V. as of immediately prior to the effective time of the Luxembourg Merger. Each Expro N.V. Incentive Award outstanding as of immediately prior to the effective time of the Luxembourg Merger will be converted into an Expro Cayman Incentive Award. The Expro Cayman Incentive Awards will be subject to substantially the same terms and conditions as the converted Expro N.V. Incentive Awards, except, in the case of equity-based Expro N.V. Incentive Awards, the security issuable upon exercise or settlement of the Expro Cayman Incentive Award will be an Expro Cayman Ordinary Share (or its cash equivalent) rather than an Expro N.V. Common Share (or its cash equivalent).

Yes. Before making a decision on whether and how to vote with respect to the Transaction, you are urged to carefully read the section entitled "Risk Factors."

The tax consequences of the Transaction for Expro N.V. shareholders will depend on the specific situation of each shareholder. Moreover, the discussion below does not relate to the tax laws of any

jurisdiction other than the U.S. and the Netherlands. Accordingly, Expro N.V. shareholders are urged to consult with, and rely solely upon, their tax advisors to determine the tax consequences of the Transaction to them in light of their particular circumstances, including the effect of any tax laws not addressed herein.

Dutch Tax Considerations

Expro N.V. shareholders who are not resident in the Netherlands will generally not be subject to Dutch (corporate) income tax in respect of the Transaction, subject to certain assumptions and exceptions, and Expro N.V. shareholders who are resident in the Netherlands may be subject to Dutch (corporate) income tax in respect of the Transaction, depending on the tax regime applicable to such holder. Expro N.V. believes that (i) Expro N.V. shareholders should generally not be subject to Dutch dividend withholding tax as a result of the Mergers, and (ii) if a shareholder exercises its Withdrawal Right and receives a cash compensation, such shareholder should not be subject to Dutch dividend withholding tax in respect of the cash compensation on the basis that the cash compensation is due and payable after the effective time of the Luxembourg Merger and will be paid, or caused to be paid, by Expro Cayman.

For a more complete discussion of the Dutch tax considerations of the Transaction for Expro N.V. shareholders, please see the section entitled "Material Dutch Tax Considerations."

U.S. Federal Income Tax Considerations

Expro N.V. shareholders who are U.S. persons are generally not expected to recognize gain or loss for

U.S. federal income tax purposes from the consummation of the Mergers. Expro N.V. shareholders who exercise their Withdrawal Rights will generally recognize gain or loss for U.S. federal income tax purposes from the receipt of cash for their Expro N.V. Common Shares.

Expro N.V. shareholders who are not U.S. persons are generally not expected to have any U.S. tax consequences from the consummation of the Mergers or the exercise of their Withdrawal Rights.

For a more complete discussion of the U.S. federal income tax considerations of the Transaction for Expro N.V. shareholders, please see the section entitled "Material U.S. Federal Income Tax Considerations."

Dutch Tax Considerations

Luxembourg Tax Considerations

For the purpose of the below, please note that a reference to Luxembourg corporation taxes encompasses corporate income tax (impôt sur le revenu des collectivités), municipal business tax (impôt commercial communal) and a solidarity surcharge (contribution au fonds pour l'emploi).

For Luxembourg corporation taxes purposes, the relevant steps of the Transaction are (i) the Luxembourg Merger, where Expro N.V. is legally merged into Expro Luxembourg, with the latter surviving and (ii) the Cayman Merger, where Expro Luxembourg is legally merged into Expro Cayman, with the latter surviving.

In the context of the Luxembourg Merger, all assets and liabilities of Expro N.V. are recognized by Expro Luxembourg at their fair market value (valeur d'exploitation).

The Cayman Merger constitutes a deemed liquidation for Luxembourg corporation taxes purposes pursuant to which all assets and liabilities are deemed disposed of at fair market value. Any gain deemed realized as a result of the Cayman Merger is generally subject to Luxembourg corporation taxes, unless an exemption applies.

Based on the assumption that the Cayman Merger takes place immediately after the Luxembourg Merger, it is anticipated that the Luxembourg Merger and the Cayman Merger will not trigger material corporation tax leakage in Luxembourg.

U.S. Federal Income Tax Considerations

None of Expro N.V., Expro Luxembourg or Expro Cayman is generally expected to recognize any gain or loss for U.S. federal income tax purposes from the consummation of the Mergers.

Subject to the satisfaction or waiver of the Merger Conditions, if the Required Shareholder Approval is obtained, it is anticipated that the Transaction will be completed upon (i) the publication of the Mergers with the Luxembourg Public Register of Companies, which is expected to occur as soon as practicable following the lapse of the one month withdrawal period required to satisfy the rights of those holders who exercise their Withdrawal Rights, and (ii) the registration of the Cayman Merger by the Registrar of Companies of the Cayman Islands pursuant to the Companies Act, which registration will occur upon the filing of the required statutory documents with the Registrar of Companies of the Cayman Islands, or such later date as may be specified such documents (provided that such later date shall not be a date later than the 90th day after the date of such registration). It is also anticipated that the Expro Cayman Ordinary Shares will begin trading on the NYSE on the first trading day following the date when the Cayman Merger becomes effective.

Only holders of Expro N.V. Common Shares of record at the close of business on April 6, 2026 (the "Notice Record Date") are entitled to notice of the Annual Meeting. The Notice Record Date only determines who receives the notice and does not determine who has the right to vote at the Annual Meeting. In order to be able to vote at the Annual Meeting, you will have to be a record holder of shares (or otherwise a person with voting rights with respect to shares) at the close of business Central European Time on May 13, 2026. This latter date is the "day of registration" ("dag van registratie") as referred to in the Dutch Civil Code and only holders of shares (or other persons with voting rights with respect to shares) on the Voting Record Date are entitled to vote. Under Dutch law, this latter date must occur exactly 28 days before the date of the Annual Meeting. Each issued and outstanding Expro N.V. Common Share on the Voting Record Date is entitled to one vote on each of the proposals to be considered and voted on at the Annual Meeting.

Your vote is very important, regardless of the number of Expro N.V. Common Shares that you own.

Whether or not you expect to attend in person, you should authorize a proxyholder to vote your Expro N.V. Common Shares as promptly as possible so that your Expro N.V. Common Shares may be represented and voted at the Annual Meeting.

If you are a shareholder of record on the Voting Record Date, you may vote by any of the following four methods:

Internet. Vote on the Internet at www.proxyvote.com. This website also allows electronic proxy voting using smartphones, tablets and other web-connected mobile devices (additional charges may apply pursuant to your service provider plan). Simply follow the instructions on the Notice, or if you received a proxy card by mail, follow the instructions on the proxy card and you can confirm that your vote has been properly recorded. If you vote on the Internet, you can request electronic delivery of future proxy materials. Internet voting facilities will be available 24 hours a day and will close at 11:59 p.m. Eastern Daylight Time ("EDT") on June 9, 2026, or 5:59 a.m. CET on June 10, 2026.

Telephone. Vote by telephone by following the instructions on your proxy card. Easy-to-follow voice prompts allow you to vote your Expro N.V. Common Shares and confirm that your vote has been properly recorded. Telephone voting facilities for shareholders will be available 24 hours a day and will close at 11:59 p.m. EDT on June 9, 2026, or 5:59 a.m. CET on June 10, 2026.

Mail. If you have requested and received a proxy card by mail, vote by mail by completing, signing, dating and returning your proxy card in the pre-addressed, postage-paid envelope provided. If you vote by mail and your proxy card is returned unsigned, then your vote cannot be counted.

If you vote by mail and the returned proxy card is signed without indicating how you want to vote, then your proxy will be voted as recommended by the Expro N.V. Board. If you mail in your proxy card, it must be received by the Company before the voting polls close at the Annual Meeting.

In person. You may attend and vote at the Annual Meeting.

The Expro N.V. Board recommends that you vote using one of the first three methods discussed above, as it is not practical for most shareholders to attend and vote at the Annual Meeting. Using one of the first three methods discussed above to vote will not limit your right to vote at the Annual Meeting if you later decide to attend in person.

If you are a beneficial owner of Expro N.V. held in street name, you must either direct your broker or other nominee as to how to vote your Expro N.V. Common Shares, or obtain a "legal" proxy from your broker or other nominee to vote at the Annual Meeting. Please refer to the voter instruction card provided by your broker or other nominee for specific instructions on methods of voting.

Yes. Completing, signing, dating and returning the form of proxy by mail, submitting a proxy by calling the toll-free number shown on the form of proxy or submitting a proxy by visiting the website shown on the form of proxy ensures that your Expro N.V. Common Shares will be represented and voted at the Annual Meeting, even if you otherwise do not attend.

If you are a shareholder of record as of the Voting Record Date, you may change or revoke your vote at any time before the voting polls close at the Annual Meeting by:

voting at a later time by Internet or telephone until 11:59 p.m. EDT on June 9, 2026, or 5:59 a.m. CET on June 10, 2026;

delivering a later-dated, executed proxy card to the address indicated in the envelope accompanying the proxy card;

delivering a written notice of revocation of your proxy to the Company, Attention: Corporate Secretary at 1311 Broadfield Blvd., Suite 400, Houston, Texas 77084; or

attending the Annual Meeting and voting in person. Please note that attendance at the Annual Meeting will not by itself (i.e., without also voting) revoke a previously granted proxy.

If you are a beneficial owner of Expro N.V. Common Shares held in street name and you have instructed your broker, bank or other nominee to vote your shares, you must follow the procedure your broker, bank or other nominee provides to change those instructions. You may also vote in person at the Annual Meeting if you obtain a "legal" proxy from your broker or other nominee.

Brokers who hold shares in street name for customers are required to vote shares in accordance with instructions received from the beneficial owners. Brokers are permitted to vote on discretionary items if they have not received instructions from the beneficial owners, but they are not permitted to vote (a "broker non-vote") on non-discretionary items absent instructions from the beneficial owner. We urge you to

provide voting instructions promptly to your broker to ensure that your shares are voted on all of the proposals, even if you plan to attend the Annual Meeting. Neither abstentions nor broker non-votes, if any, will have any effect on the outcome of voting on items on the agenda for the Annual Meeting because

they are not considered "votes cast." If any other business properly comes before the Annual Meeting, your shares will be voted in accordance with the discretion of the holders of the proxy. The Expro N.V. Board knows of no matters, other than those previously stated, to be presented for consideration at the Annual Meeting.

The expense of preparing, printing and mailing the proxy statement/prospectus and the proxies solicited hereby will be borne by the Company. In addition to the use of the mail, proxies may be solicited by employees of the Expro group, without additional remuneration, by mail, phone, fax or in person. The Company will also request brokerage firms, banks, nominees, custodians and fiduciaries to forward proxy materials to the beneficial owners of the Expro N.V. Common Shares as of the Notice Record Date and

will provide reimbursement for the cost of forwarding the proxy materials in accordance with customary practice. Your cooperation in promptly voting your Expro N.V. Common Shares by following the instructions in the Notice will help to avoid additional expense. In addition, we have engaged the firm of Okapi Partners to assist in the solicitation of proxies for the Annual Meeting and will pay Okapi Partners a fee of approximately $15,000 plus reimbursement of out-of-pocket expenses. The address of Okapi Partners is 1212 Avenue of the Americas, 17th Floor, New York, New York 10036. If you need assistance in completing your proxy card or voting by telephone or on the Internet, or have questions regarding the Annual Meeting, please contact Okapi Partners at (855) 305-0857 or by email at [email protected].

As a result of differences between Cayman Islands law and the Dutch Civil Code, there will be differences between your rights as a shareholder of Expro Cayman under Cayman Islands law and your current rights as a shareholder of Expro N.V. under the Dutch Civil Code. In addition, there are differences between the organizational documents of Expro N.V. and Expro Cayman.

These differences are discussed in detail under "Comparison of Rights of Expro N.V. Shareholders and Expro Cayman Shareholders." Also refer to "Description of Expro Cayman Share Capital" for a description of the Expro Cayman Ordinary Shares. The Expro Cayman A&R Charter, in the form substantially as

will be in effect upon effectiveness of the Cayman Merger, is filed as an exhibit to the registration statement of which this proxy statement/prospectus forms a part.

Section 2:333h of the Dutch Civil Code entitles shareholders in a Dutch company to exercise a statutory withdrawal right if they vote against a cross-border merger and submit a request to receive cash compensation instead. Shareholders may exercise this right by completing and submitting a withdrawal application form (the "Withdrawal Application Form" and the submission of such Withdrawal Application Form a "Withdrawal Request"), during the one-month period following the Annual Meeting. The Withdrawal Application Form will be made available on Expro N.V.'s website, www.expro.com. Please see "The Transaction Proposal - Shareholder Withdrawal Rights" for more information regarding the Withdrawal Rights of Expro N.V. shareholders. Expro N.V. shareholders who exercise their Withdrawal Rights will not receive Expro Cayman Ordinary Shares. Expro N.V. shareholders whose Expro N.V. Common Shares are held in "street name" by their broker, bank or other nominee who wish to exercise their Withdrawal Rights

must contact such bank, broker or other nominee for instructions on how to submit their Withdrawal Request, including the provision of evidence (satisfactory to the Company in its sole discretion) of the voting of such Expro N.V. Common Shares against the Transaction Proposal and of the ownership of the

Expro N.V. Common Shares with respect to which Withdrawal Rights were exercised, at the required respective dates set forth in the Withdrawal Request.

The Transaction is subject to the condition that the aggregate number of shares for which a Withdrawal Request is submitted does not exceed one percent of the number of shares in the capital of Expro N.V. issued and outstanding at the time of the Annual Meeting.

The proposed cash compensation per Expro N.V. Common Share is equal to the lower of (i) the volume weighted average price of one ordinary share in the capital of Expro N.V. on the NYSE in the last five trading days prior to (and excluding) the date on which the Luxembourg Merger becomes effective or

(ii) the closing price of one ordinary share in the capital of Expro N.V. on the NYSE as reported on the trading day immediately preceding the date on which the Luxembourg Merger becomes effective (or, if no such closing price is reported on such trading day, the closing price of one ordinary share in the capital of Expro

N.V. reported on the most recent prior trading day). As part of the Cash Compensation Amendment Proposal, it is proposed that this formula be set forth in the Articles of Association.

If and to the extent one or more shareholders of Expro N.V. duly, timely and validly make(s) a Withdrawal Request, such shareholder(s) shall have a claim on Expro N.V. for the payment of their respective entitlements to cash compensation based on the cash compensation formula proposed in the Cash Compensation Amendment Proposal. This claim will arise after one month has elapsed after the date of the Annual Meeting. Any such claim will transfer to Expro Luxembourg and, after completion of the Cayman Merger, to

Expro Cayman and will become due and payable after the effective time of the Luxembourg Merger. The cash compensation will be paid, or caused to be paid, by Expro Cayman within ten business days following completion of the Transaction, net of Dutch dividend withholding tax (if applicable) or any other taxes that are required to be withheld by applicable law (including tax laws).

The Company expects to fund the cash compensation payable to Expro N.V. shareholders exercising Withdrawal Rights through a combination of cash on hand and borrowings under the Company's revolving credit facility.

If you have any questions about the information contained in this proxy statement/prospectus or require assistance in completing your form of proxy or voting instruction form, please contact: Okapi Partners LLC by telephone at (855) 305-0857, or Investor Relations at [email protected].

You can find out more information about Expro N.V. and the transactions contemplated by the Transaction by reading this proxy statement/prospectus and from various sources described in the section entitled "Where You Can Find More Information."

The following is a summary of certain information contained elsewhere in this proxy statement/prospectus.

This summary is qualified in its entirety by the more detailed information appearing elsewhere in this proxy statement/prospectus, including the appendices hereto and the documents incorporated by reference herein. It is recommended that Expro N.V. shareholders read these materials and consult with their own professional advisors with respect to the matters to be acted on at the Annual Meeting. Capitalized terms used but not otherwise defined in this summary have the meanings set forth under the heading "Glossary."

Date, Time and Place

The Annual Meeting will be held on June 10, 2026, at 4:00 p.m. CET, at the offices of Van Campen Liem, J.J. Viottastraat 52, 1071 JT, Amsterdam, The Netherlands.

Meeting Record Dates and Expro N.V. Shareholders Entitled to Vote

Only holders of Expro N.V. Common Shares of record at the close of business on the Notice Record Date are entitled to notice of the Annual Meeting. As of the close of business on the Notice Record Date, 113,390,431 Expro N.V. Common Shares were issued and outstanding. Each issued and outstanding Expro

N.V. Common Share on the Voting Record Date is entitled to one vote on each of the proposals to be considered and voted on at the Annual Meeting.

Quorum and Majority Requirements

There is no required quorum under Dutch law for shareholder action at a properly convened shareholder meeting, except in specific instances prescribed by Dutch law or our Articles of Association. The Transaction Proposal requires a two-third majority of the votes cast at the Annual Meeting. The Annual Share Issuance Proposal requires a simple majority of votes cast or, if less than one-half of the issued capital is represented at the Annual Meeting, a two-third majority of the votes cast. The affirmative vote of a simple majority of the votes cast is required to elect each director nominee and to approve each other item on the agenda at the Annual Meeting.

Purpose of the Annual Meeting

The purpose of the Annual Meeting is for Expro N.V. shareholders to consider and, if thought advisable, to approve the Transaction Proposal, the Cash Compensation Amendment Proposal and the Share Conversion Amendment Proposal with respect to the Transaction, pursuant to which, among other things, (i) Expro

N.V. will merge with and into Expro Luxembourg, with Expro Luxembourg surviving, and (ii) as soon as practicable following completion of the Luxembourg Merger, Expro Luxembourg will merge with and into Expro Cayman, with Expro Cayman surviving. Following completion of the Transaction, Expro N.V. shareholders will hold one Expro Cayman Ordinary Share for each Expro N.V. Common Share owned immediately prior to the Transaction. In addition, to eliminate the need for and expense of two separate meetings, Expro N.V.'s shareholders are being asked to consider and vote on proposals traditionally addressed at Expro N.V.'s annual meeting.

If the Required Shareholder Approval is obtained at the Annual Meeting, (i) Expro N.V., in its capacity as the sole shareholder of Expro Luxembourg, will approve the Luxembourg Merger and, conditional upon the consummation of the Luxembourg Merger, the Cayman Merger, and (ii) Expro Luxembourg, in its capacity as the sole shareholder of Expro Cayman, will approve the Cayman Merger.

Expro Group Holdings N.V. is a Dutch limited liability company (naamloze vennootschap) and includes the activities of its wholly owned subsidiaries. Working for clients across the entire well life cycle, Expro N.V. is a leading provider of energy services, offering cost-effective, innovative solutions and what Expro N.V. considers to be best-in-class safety and service quality. With roots dating to 1938, Expro N.V. has

approximately 8,500 employees and provides services and solutions to leading exploration and production companies in both onshore and offshore environments in over 50 countries. Expro N.V.'s extensive portfolio of capabilities spans well construction, well flow management, subsea well access, and well intervention

and integrity solutions.

Expro N.V. is a public company trading on the NYSE under the symbol "XPRO." The principal executive office of Expro N.V. is located at 1311 Broadfield Boulevard, Suite 400, Houston, Texas 77084 and its telephone number is (713) 463-9776.

Additional information about Expro N.V. can be found under its profile on the SEC's website at www.sec.gov or its website at www.expro.com. The information contained in, or that can be accessed through, Expro N.V.'s website is not incorporated into this proxy statement/prospectus.

Expro Luxembourg is a public limited liability company incorporated under the laws of Luxembourg and a direct wholly owned subsidiary of Expro N.V. Expro Cayman is a Cayman Islands exempted company and a direct wholly owned subsidiary of Expro Luxembourg. Following completion of the Transaction, including the merger of Expro N.V. with and into Expro Luxembourg, with Expro Luxemburg surviving, and the subsequent merger of Expro Luxembourg with and into Expro Cayman, with Expro Cayman continuing as the surviving company, the rights, the property of every description including choses in action, and the business undertaking, goodwill, benefits, immunities and privileges of each of Expro N.V. and Expro Luxembourg shall immediately vest in Expro Cayman, meaning the business, assets, liabilities, directors and officers of Expro Cayman will continue to be the same as the business, assets, liabilities, directors and officers of Expro N.V. immediately prior to the Transaction, and the shareholders of Expro Cayman will be the same persons who were Expro N.V. shareholders immediately prior to the Transaction, except for shareholders who exercise Withdrawal Rights.

The corporate governance practices of Expro Cayman, after giving effect to the Transaction, will generally be the same as the corporate governance practices of Expro N.V. The corporate governance of Expro Cayman will be governed by Cayman Islands laws and the Expro Cayman A&R Charter, as will be in effect upon the effectiveness of the Cayman Merger. Expro Cayman will not be subject to the corporate governance requirements set forth in Dutch laws and regulations currently applicable to Expro N.V., including the Dutch Corporate Governance Code. There are differences between the corporate governance requirements prescribed by the Cayman Island laws and the Dutch laws and regulations currently applicable to Expro N.V. and Expro N.V.'s existing Articles of Association and the Expro Cayman A&R Charter, as will be in effect upon the effectiveness of the Cayman Merger. These differences are discussed under "Comparison of Rights of Expro N.V. Shareholders and Expro Cayman Shareholders."

The principal executive office of each of Expro Luxembourg and Expro Cayman is 1311 Broadfield Boulevard, Suite 400, Houston, Texas 77084 and its telephone number is (713) 463-9776.

After careful consideration of, among other things, the advice of management and after considering information provided to management by our professional advisors, and such other matters as it considered relevant, the Expro N.V. Board has unanimously concluded that the Transaction is in the best interest of Expro N.V., promoting the sustainable success of its business, taking into account the interests of its shareholders and other stakeholders, and will enhance shareholder value over the long-term, and is fair and reasonable. Accordingly, the Expro N.V. Board unanimously recommends that Expro N.V. shareholders vote "FOR" the Transaction Proposal, "FOR" the Cash Compensation Amendment Proposal and "FOR" the Share Conversion Amendment Proposal.

Additionally, with respect to the Annual Meeting Proposals, the Expro N.V. Board unanimously recommends that Expro N.V. shareholders vote:

"FOR" the election of each of the director nominees named in this proxy statement/prospectus (See "Item Four");

"FOR" the approval on a non-binding advisory basis of the compensation of the Company's named executive officers (See "Item Five");

"FOR" the discharge of the members of the Expro N.V. Board from liability in respect of the exercise of their duties during the fiscal year ended December 31, 2025 (See "Item Seven");

18 months starting from the date of the Annual Meeting (See "Item Ten"); and

"FOR" the authorization of the Expro N.V. Board to issue shares up to 20% of the issued share capital as of the date of the 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 Annual Meeting, which authorization includes the authority to restrict or exclude pre-emptive rights upon an issue of shares (the "Annual Share Issuance Proposal") (See "Item Eleven").

The Expro N.V. Board and the Company's management team have undertaken a review of Expro N.V.'s existing structure and operations, and particularly the corporate domicile of the ultimate parent company of the Expro group of companies. The Company believes this Transaction is in the best interest of Expro N.V., promoting the sustainable success of its business, taking into account the interests of its shareholders and other stakeholders, and will enhance shareholder value over the long-term. After considering various factors, with the assistance of professional advisors and having given due and careful consideration to all circumstances and all aspects of the Transaction, the Expro N.V. Board has unanimously concluded that the Transaction is in the best interest of Expro N.V., promoting the sustainable success of

its business, taking into account the interests of its shareholders and other stakeholders, and will enhance shareholder value over the long-term by providing potential strategic opportunities and benefits, including:

(ii) provide opportunities for the Expro group to improve operational and tax efficiencies and financial flexibility in the corporate treasury, cash management, risk management and tax functions;

providing a more favorable corporate structure for growth of our business through future merger and acquisition opportunities; and

providing enhanced flexibility in the corporate governance principles under Cayman Islands law. See "The Transaction Proposal - Reasons for the Transaction."

The Transaction involves risks, some of which are related to the Transaction and others of which are related to Expro N.V.'s business and Expro Cayman's business. In considering the Transaction, including whether to vote for the Transaction Proposal, the Cash Compensation Amendment Proposal and the Share Conversion Amendment Proposal, Expro N.V. shareholders should carefully consider the information

about these risks set forth under the section entitled "Risk Factors," together with the other information included or incorporated by reference in this proxy statement/prospectus.

The purpose of the Transaction is to facilitate a series of transactions which will occur in a specific sequence and as a consequence of which, among other things, (i) as a result of the Luxembourg Merger, Expro N.V. Common Shares will be canceled by operation of law and holders of Expro N.V. Common Shares prior to the Luxembourg Merger (other than those holders who exercise their Withdrawal Right) will be issued Expro Luxembourg Common Shares on a one-for-one basis, and (ii) as a result of the Cayman Merger, Expro Luxembourg Common Shares will be canceled and holders of Expro Luxembourg Common Shares prior to the Cayman Merger will be issued Expro Cayman Ordinary Shares on a one-for-one basis. As a result of the Transaction. Expro N.V. shareholders, other than shareholders who exercise Withdrawal Rights, will hold one Expro Cayman Ordinary Share for each Expro N.V. Common Share they owned immediately prior to the Transaction. Expro Cayman Ordinary Shares will be listed on the NYSE. Expro Cayman will be the direct or indirect owner of the business and all of the assets and liabilities of Expro N.V. following the Transaction. On the NYSE, the stock symbol for the Expro Cayman Ordinary Shares will be "XPRO."

Following the completion of the Transaction, the shareholders of Expro Cayman will be the same persons who were Expro N.V. shareholders immediately prior to the Transaction, other than shareholders who exercise Withdrawal Rights. As a result, there will be no effective change of control of Expro N.V. as a result of the Transaction, as ultimate control will remain with the public shareholders.

In connection with the Transaction, Expro Cayman will assume the Expro N.V. Incentive Plans, as well as all other compensation or benefit plans, policies and arrangements sponsored or maintained by Expro N.V. as of immediately prior to the effective time of the Luxembourg Merger. Each Expro N.V. Incentive Award outstanding as of immediately prior to the effective time of the Luxembourg Merger will be converted into an Expro Cayman Incentive Award. The Expro Cayman Incentive Awards will be subject to substantially the same terms and conditions as the converted Expro N.V. Incentive Awards, except, in the case of equity-based Expro N.V. Incentive Awards, the security issuable upon exercise or settlement of

the Expro Cayman Incentive Award will be an Expro Cayman Ordinary Share (or its cash equivalent) rather than an Expro N.V. Common Share (or its cash equivalent).

In connection with the Transaction, Expro Luxembourg by way of the Luxembourg Merger, and, subsequently, Expro Cayman by way of the Cayman Merger, will assume all of Expro N.V.'s obligations under the Expro N.V. Debt, pursuant to which Expro Cayman will become the obligor in respect of such debt in lieu of Expro N.V. following completion of the Transaction.

The Transaction requires the approval of the Transaction Proposal by Expro N.V. shareholders (the "Required Shareholder Approval").

The Transaction Proposal requires a two-third majority of the votes cast at the Annual Meeting. In addition, approval the Cash Compensation Amendment Proposals, the Share Conversion Amendment Proposal and each of the Annual Meeting Proposals requires the affirmative vote of holders representing a simple majority of votes cast at the Annual Meeting, except that the Annual Share Issuance Proposal requires a two-third majority of the votes cast if less than one-half of the issued capital is represented at the

Annual Meeting.

Expro N.V. Common Shares abstaining from voting will count as shares present at the Annual Meeting but will not count for the purpose of determining the number of votes cast.

Stock Exchange Listings and Securities Law Filings

The Expro Cayman Ordinary Shares will be listed on the NYSE under the stock symbol "XPRO." The Expro N.V. Common Shares currently trade on the NYSE under the stock symbol "XPRO." When the Transaction is completed, the Expro N.V. Common Shares will cease to be traded on the NYSE and will be deregistered under the Exchange Act.

There will be no accounting effect or change in the carrying amount of the consolidated assets and liabilities of Expro Cayman as a result of the Transaction. The business, capitalization, assets and liabilities and financial statements of Expro Cayman immediately following the Transaction will be the same as those of Expro N.V. immediately prior to the Transaction.

Determining the actual tax consequences of the Transaction may be complex and will depend on the specific situation applicable to each Expro N.V. shareholder. Expro N.V. shareholders are urged to consult with, and rely solely upon, their tax advisors concerning the tax consequences of the Transaction in light of their particular circumstances.

Material Dutch Tax Considerations

The Expro N.V. Board does not anticipate that we will incur material corporate-level Dutch or Luxembourg income taxes in connection with the Transaction. The Company believes that Expro N.V. shareholders should generally not be subject to Dutch dividend withholding tax as a result of the Transaction. Expro N.V. shareholders who are not resident in the Netherlands will generally not be subject to Dutch (corporate) income tax in respect of the Transaction, subject to certain assumptions and exceptions, and Expro N.V. shareholders who are resident in the Netherlands may be subject to Dutch (corporate) income tax in respect of the Transaction, depending on the tax regime applicable to such holder.

For more information regarding material Dutch tax considerations for Expro N.V. shareholders with respect to the Transaction, see the section entitled "Material Dutch Tax Considerations."

Material U.S. Federal Income Tax Considerations

Expro N.V. shareholders who are U.S. persons are generally not expected to recognize gain or loss for

Expro N.V. shareholders who are not U.S. persons are generally not expected to have any U.S. tax consequences from the consummation of the Mergers or the exercise of their Withdrawal Rights.

None of Expro N.V., Expro Luxembourg, and Expro Cayman is generally expected to recognize any gain or loss for U.S. federal income tax purposes from the consummation of the Mergers.

Expro N.V. shareholders are urged to consult with, and rely solely upon, their tax advisors to determine the particular U.S. federal income tax consequences to them of the Transaction as well as the U.S. federal income tax consequences of the ownership and disposition of Expro Cayman Ordinary Shares received pursuant to the Transaction. For more information regarding material U.S. federal income tax considerations for Expro N.V. shareholders with respect to the Transaction, see the section entitled "Material U.S. Federal Income Tax Considerations."

Many of the principal attributes of Expro N.V. Common Shares and Expro Cayman Ordinary Shares will be similar. However, there are differences between what a shareholder's rights will be under Cayman

Islands law and what they currently are under Dutch law. In addition, there are differences between Expro N.V.'s existing Articles of Association and the Expro Cayman A&R Charter as will be in effect upon the effectiveness of the Cayman Merger. These differences are discussed under "Comparison of Rights of

Expro N.V. Shareholders and Expro Cayman Shareholders." In addition, see "Description of Expro Cayman Share Capital" for a summary of Expro Cayman's authorized share capital and the rights and preferences thereof. Expro N.V. shareholders should also review the form of the Expro Cayman A&R Charter, as will be in effect upon the effectiveness of the Cayman Merger, which is filed as an exhibit to the registration statement of which this proxy statement/prospectus forms a part.

Disclaimer

Expro Group Holdings NV published this content on April 22, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 22, 2026 at 18:17 UTC.