SCHEDULE: Oak Hill Advisors Backs Expro Group Redomicile Plan

Oak Hill Advisors, L.P. has entered into a voting agreement to support Expro Group Holdings N.V.'s proposed redomicile to the Cayman Islands.

Summary

• Oak Hill Advisors, L.P. filed Amendment No. 5 to its Schedule 13D regarding its stake in Expro Group Holdings N.V.
• The reporting person beneficially owns 11,961,960 shares, representing approximately 10.5% of the company's outstanding common stock.
• Oak Hill Advisors entered into a Voting and Support Agreement on April 17, 2026, committing to vote its shares in favor of the company's proposed redomicile from the Netherlands to the Cayman Islands.
• The proposed transactions include amendments to the articles of association regarding shareholder withdrawal rights and the conversion of common stock into Class B common stock.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral-to-positive development, as it indicates institutional support for management's strategic direction, though the underlying complexity of the redomicile remains a factor.

Positives

• Major institutional shareholder has publicly committed to supporting the company's strategic corporate restructuring.
• The support agreement provides increased certainty for the successful execution of the proposed redomicile.

Negatives

• The proposed redomicile involves complex structural changes, including the creation of a new Class B common stock and specific withdrawal right mechanisms.

Risks

• The transaction is subject to various conditions and shareholder approvals as outlined in the company's Proposals.
• Shareholder exercise of withdrawal rights could impact the capital structure or liquidity of the common stock.

Future Outlook

The company is proceeding with a plan to change its jurisdiction of organization to the Cayman Islands, which includes potential amendments to its articles of association and the introduction of Class B common stock.

Management Comments

• The reporting person has committed to vote in favor of the transactions contemplated by the Proposals.

Industry Context

StockSavvy.ai notes that redomiciling to the Cayman Islands is a common strategic move for energy services companies to optimize tax structures and corporate governance flexibility, though it often invites scrutiny regarding shareholder rights and withdrawal mechanisms.

Comparison to Industry Standards

• The use of Voting and Support Agreements is a standard practice for ensuring institutional alignment during major corporate restructurings.
• The transition to a Cayman Islands structure is consistent with trends observed in the global oilfield services sector for international holding companies.

Corporate Governance

Related Party Transactions

• Mr. Eitan Arbeter, an employee of the Reporting Person, holds RSUs granted as compensation for his role as a non-employee member of the Board.

Stakeholder Impact

• Shareholders will be subject to new conversion rules and withdrawal right formulas if the Proposals are approved.
• The support of a 10.5% shareholder increases the likelihood of the proposal passing.

Next Steps

• Completion of the proposed redomicile transactions.
• Vesting of 17,104 RSUs on June 1, 2026.
• Shareholder vote on the proposed Proposals.

Key Dates

Recommendation

The filing represents a procedural update regarding shareholder support for a corporate restructuring rather than a fundamental change in the company's operational or financial performance.

Keywords

Expro Group, Oak Hill Advisors, Redomicile, Schedule 13D, Corporate Governance, Voting Agreement