Item 5.07 Submission of Matters to a Vote of Security Holders
The Dutch Meeting
On March 29, 2023, Core Laboratories N.V. ("Core Lab" or the "Company") held an
Extraordinary General Meeting of Shareholders (the "Dutch Meeting") to vote on
the following matters: (1) a resolution (the "Transaction Proposal") to approve
a series of proposed and joint transactions (the "Transaction"), including (a)
the merger (the "Merger") of the Company with and into Core Laboratories
Luxembourg S.A., a public limited liability company incorporated under the laws
of Luxembourg ("Core Lab Luxembourg"), with Core Lab Luxembourg surviving, and
(b) as soon as practicable following completion of the Merger, Core Lab
Luxembourg migrating out of Luxembourg and domesticating as Core Laboratories
Inc., a Delaware corporation (the "U.S. Redomestication"); and (2) a resolution
(the "Articles of Amendment Proposal") to amend the articles of association of
the Company, as amended, ("Articles of Association") to include a formula on the
basis of which cash compensation to the Company's shareholders who exercise
their withdrawal right in connection with the Merger, as referred to in Section
2:333h (1) of the Dutch Civil Code, can be determined.
Of the 46,634,027 shares of common shares outstanding and entitled to vote at
the Dutch Meeting, 37,184,891 shares, or 79.7%, were represented in person or by
proxy. Because holders of a majority of the shares entitled to vote were present
either in person or represented by valid legal proxy at the meeting, resolutions
could be adopted on each of the proposals presented at the meeting by an
absolute majority of 50% + 1 of votes cast. The Transaction Proposal was adopted
with approximately 99.3% of votes cast in favor of the proposal. The Articles of
Amendment Proposal was adopted with approximately 99.8% of votes cast in favor
of the proposal.
The results of the votes taken at the Dutch Meeting, by proposal, are as
follows:
Proposal 1 - The Transaction Proposal
Votes For Votes Against Votes Withheld
36,865,661 249,502 69,728
Proposal 2 - The Articles of Amendment Proposal
Votes For Votes Against Votes Withheld
37,041,557 57,577 85,757
The Luxembourg Meeting
On April 3, 2023, Core Lab Luxembourg, a wholly-owned subsidiary of the Company,
held an Extraordinary General Meeting of Shareholders (the "Luxembourg Meeting")
for shareholders of the Company, who will be the shareholders of Core Lab
Luxembourg, to vote to approve the conversion of Core Lab Luxembourg, with
immediate effect after the Merger, i.e., on the same day or as soon as
reasonably possible thereafter, entailing the transfer without discontinuity of
the legal personality of Core Lab Luxembourg, of the statutory registered
office, effective place of management and central administration seat of Core
Lab Luxembourg from 12E, rue Guillaume Kroll, L-1882 Luxembourg, Grand Duchy of
Luxembourg to Corporation Trust Center, 1209 Orange Street, Wilmington, New
Castle County, Delaware 19801, United States of America (the "U.S.
Redomestication Proposal"). Core Lab Luxembourg shareholders who voted in favor
of the Transaction Proposal at the Dutch Meeting granted a power of attorney to
the board of directors of Core Lab Luxembourg to vote individually on their
behalf in favor of the U.S. Redomestication Proposal, and the votes below are
reflected as such.
Of the 46,634,027 shares of common stock outstanding and entitled to vote at the
Luxembourg Meeting, 37,533,987 shares, or 80.5%, were represented in person or
by proxy, and therefore a quorum was present. The U.S. Redomestication Proposal
was adopted with approximately 99.4% of votes cast, voting as future
shareholders of Core Lab Luxembourg, in favor of the proposal.
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The results of the votes taken at the Luxembourg Meeting are as follows:
Proposal 1 - The U.S. Redomestication Proposal
For Against Withheld
37,185,926 237,116 110,945
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