EX-99.1 9 d153131dex991.htm EX-99.1

Exhibit 99.1

PRELIMINARY PROXY CARD—SUBJECT TO COMPLETION DATED July 19, 2021 FRANK’S INTERNATIONAL FRANK’S INTERNATIONAL N.V. MASTENMAKERSWEG 1 1786 PB DEN HELDER, THE NETHERLANDS VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Daylight Time on [___], 2021 or 5:59 A.M. Central European Time on [___], 2021. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Daylight Time on [___], 2021 or 5:59 A.M. Central European Time on [___], 2021. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D57120-P59603 FRANK’S INTERNATIONAL N.V. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. WITH RESPECT TO THE MERGER-RELATED PROPOSALS, EACH OF THE FRANK’S MANAGEMENT BOARD AND THE FRANK’S SUPERVISORY BOARD RECOMMEND THAT YOU VOTE “FOR” PROPOSAL NOS. 1, 2, 3, 4, 5, 6, 7 AND 8. For Against Abstain 1. The Merger Proposal – The adoption and approval within the meaning of Section 2:107a of the Dutch Civil Code, of the Agreement and Plan of Merger, dated as of March 10, 2021 (as it may be amended from time to time, the “Merger Agreement”), by and among Frank’s International, N.V. (“Frank’s”), New Eagle Holdings Limited, a direct wholly owned subsidiary of Frank’s (“Merger Sub”), and Expro Group Holdings International Limited (“Expro”), the merger of Expro with and into Merger Sub (the “Merger”), with Merger Sub surviving the Merger as a direct, wholly owned subsidiary of Frank’s, and the transactions contemplated by the Merger Agreement and the Plan of Merger (as defined in the Merger Agreement) (such transactions, the “Transactions”). 2. The Stock Issuance Proposal – The authorization of the board of managing directors of Frank’s (the “Frank’s Management Board”), subject to approval of the board of supervisory directors of Frank’s (the “Frank’s Supervisory Board”) (and, following the implementation of the Board Structure Proposal and the Board Changes Proposal (each as defined below), the board of directors of Frank’s after completion of the Merger and the other Transactions (the “Combined Company Board”)) to issue shares of common stock, each with a nominal value of €0.01 per share, of Frank’s (“Frank’s Common Stock”) to Expro shareholders in connection with the Merger and to grant rights to subscribe for shares of Frank’s Common Stock to holders of warrants, options and other rights to subscribe for or otherwise acquire ordinary shares in Expro to the holders of those rights in connection with the Merger. 3. The Board Changes Proposal – The appointment, effective as of the effective time of the Merger (the “Effective Time”) but following the implementation of the Board Structure Proposal, of the three individuals named in the accompanying proxy statement/prospectus and nominated by the Frank’s Supervisory Board and the six individuals named in the accompanying proxy statement/prospectus and designated by the board of directors of Expro, as executive or non-executive directors, as applicable, of the Combined Company Board (the “Board Changes Proposal”). 4. The Capital Stock Amendment Proposal – The approval and adoption of an amendment, as of or prior to the Effective Time, to the amended articles of association of Frank’s, as they may read from time to time (the “Frank’s Articles”) to increase the total authorized capital stock of Frank’s from 798,096,000 shares of Frank’s Common Stock to 1,200,000,000 shares of Frank’s Common Stock. 5. The Reverse Stock Split Proposal – The approval and adoption of an amendment, as of or prior to the Effective Time, to the Frank’s Articles to effect a reverse stock split in respect of all issued and outstanding shares of Frank’s Common Stock at a ratio in the range from 1-for-4 to 1-for-7, with such specific ratio to be determined by the Frank’s Supervisory Board (with the consent of Expro not unreasonably withheld, conditioned or delayed) following the 2021 Frank’s annual general meeting of shareholders (the “Annual Meeting”). 6. The Board Structure Proposal – The approval and adoption of an amendment, as of or prior to the Effective Time, to the Frank’s Articles to transition Frank’s governance structure from a two-tier board structure to a one-tier board structure, together with certain technical changes to the Frank’s Articles (the “Board Structure Proposal”). 7. The Compensation Policy Amendment Proposal – The approval and adoption of an amendment, as of the Effective Time but following the implementation of the Board Structure Proposal, to the Company’s compensation policy (the “Compensation Policy Amendment”) to reflect the transition of Frank’s governance structure from a two-tier board structure to a one-tier board structure. The full text of the proposed Compensation Policy Amendment is attached to the accompanying proxy statement/prospectus as Annex D. 8. The Non-Binding Compensation Advisory Proposal – The approval, on a non-binding advisory basis, of certain compensation that may be paid or become payable to Frank’s named executive officers that is based on or otherwise relates to the Merger. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date WITH RESPECT TO THE ANNUAL MEETING PROPOSALS, EACH OF THE FRANK’S MANAGEMENT BOARD AND THE FRANK’S SUPERVISORY BOARD RECOMMEND THAT YOU VOTE “FOR” PROPOSAL NOS. 9, 10, 11, 12, 13, 14, 15, 16 AND 17. 9. The Re-Election Proposal – The re-election of the nine current members of the Frank’s Supervisory Board to serve until the earlier of the Effective Time or the end of Frank’s annual general meeting of shareholders in 2022. For Against Abstain Nominees: 9a. Michael C. Kearney 9b. Robert W. Drummond 9c. Michael E. McMahon 9d. L. Don Miller 9e. D. Keith Mosing 9f. Erich L. Mosing 9g. Melanie M. Trent 9h. Alexander Vriesendorp 10. The Management Board Re-Appointment Proposal – The re-appointment of Steven Russell, Melissa Cougle and John Symington as members of the Frank’s Management Board to serve until the earlier of the Effective Time or the end of Frank’s annual general meeting of shareholders in 2022. 11. The Annual Report Ratification Proposal – The review of the annual report for the fiscal year ended December 31, 2020, including the paragraph relating to corporate governance, to confirm and ratify the preparation of Frank’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, 2020. 12. The Supervisory Board Liability Discharge Proposal – The discharge of the members of the Frank’s Supervisory Board from liability in respect of the exercise of their duties during the fiscal year ended December 31, 2020. 13. The Management Board Liability Discharge Proposal – The discharge of the members of the Frank’s Management Board from liability in respect of the exercise of their duties during the fiscal year ended December 31, 2020. 14. The Dutch Auditor Proposal – The appointment of KPMG Accountants N.V. as Frank’s auditor who will audit the Dutch statutory annual accounts of Frank’s for the fiscal year ending December 31, 2021, as required by Dutch law, provided Deloitte Accountants B.V. shall be appointed for that fiscal year if the Merger is completed. 15. The US Auditor Proposal – The ratification of the appointment of KPMG LLP as Frank’s independent registered public accounting firm to audit Frank’s U.S. GAAP financial statements for the fiscal year ending December 31, 2021, provided Deloitte & Touche LLP shall be appointed for that fiscal year if the Merger is completed. 16. The Director Remuneration Proposal – The ratification and approval of the remuneration of the members of the Frank’s Supervisory Board granted for the period from the 2020 annual meeting until the date of the Annual Meeting, and to approve the remuneration of the members of the Frank’s Supervisory Board for the period from the Annual Meeting up to and including the earlier of the Effective Time or the annual general meeting of shareholders in 2022. 17. The Share Repurchase Proposal – The authorization of the Frank’s Management Board, subject to Frank’s Supervisory Board approval (and, following the implementation of the Board Structure Proposal and Board Changes Proposal”, the Combined Company Board), to repurchase shares up to 10% of the issued share capital, for any legal purpose, at 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. Signature [PLEASE SIGN WITHIN BOX] Date

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report including Form 10-K are available at www.proxydocs.com/fi D57121-P59603 FRANK’S INTERNATIONAL N.V. ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON [_______], 2021 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF SUPERVISORY DIRECTORS AND THE BOARD OF MANAGING DIRECTORS. The undersigned hereby appoints Michael Kearney, John Symington, Melissa Cougle and Nancy A. Muchmore as proxies, each with full power of substitution, to represent and vote, as designated on the reverse side, all of the shares of Common Stock of Frank’s International N.V. held by the undersigned that would be entitled to vote if personally present, at the Annual Meeting, to be held on [____], 2021, at 2:00 p.m. Central European Time, at the offices of Van Campen Liem, J.J. Viottastraat 52, 1071 JT, Amsterdam, The Netherlands, or at any postponement or adjournment thereof. The proxy, when properly executed, will be voted in accordance with the instructions given. If no instructions are given, this proxy will be voted “For” the election of all of the director nominees in proposal 9 and “For” proposals 1, 2, 3, 4, 5, 6 ,7, 8, 10, 11, 12, 13, 14, 15, 16 and 17. In their discretion, the proxies named above are authorized to vote upon such other business as may properly come before the Annual Meeting, or at any postponement or adjournment thereof. Continued and to be signed on reverse side