As of the Closing Date, shareholders of Frank’s owned approximately 35% of the Combined Company and former shareholders of Legacy Expro owned approximately 65% of the Combined Company;

Legacy Expro’s relative size in relation to the Combined Company;

The Chief Executive Officer of Legacy Expro immediately before the Merger became the Chief Executive Officer of the Combined Company, the Chief Financial Officer of Legacy Expro immediately before the Merger became the Chief Financial Officer of the Combined Company, and the Chief Operating Officer of Legacy Expro immediately before the Merger became the Chief Operating Officer of the Combined Company; and

Pursuant to the terms of the Merger, six of the nine members of the board of directors of the Combined Company were designated by Legacy Expro.

the accompanying notes to the unaudited pro forma condensed combined consolidated financial statements;

the historical audited financial statements of Expro Group Holdings N.V. for the year ended December 31, 2021, included in the Company’s Form 10-K (the “10-K”); filed with the SEC on March 8, 2022 ;

the historical financial statements of Frank’s International Holdings N.V. for the nine months period ended September 30, 2021, included the Quarterly Report on Form 10-Q (the “3Q 10-Q”); filed with the SEC on November 8, 2021;

Total revenue

Operating costs and expenses

Cost of revenue, excluding depreciation and amortization

General and administrative expense, excluding depreciation and amortization

Impairment charges

Depreciation and amortization

Gain on disposal of assets

Merger and integration costs

Severance and other charges

Total operating cost and expenses

Operating loss

Non-operating income (expense):

Interest and finance charges (expense)/income, net

Other income, net

Other

Loss before taxes and equity in income of joint ventures

Equity in income of joint ventures

Loss before taxes

Income tax expense

Net loss

Weighted average number of common shares outstanding:

Basic and diluted

Net loss per share:

Basic and diluted

Represents Expro’s historical statement of operations for the year ended December 31, 2021, as reported in Expro’s Form10-K filed with SEC dated March 8, 2022, which includes the consolidated results of operations of only Legacy Expro for all periods prior to the Merger and of the combined company (including activities of Frank’s) for all periods subsequent to the Merger.

Represents Frank’s historical statement of operations for the period from January 1, 2021 to September 30, 2021 as reported in the 3Q 10-Q

Basis of Presentation

Accounting Policies and Reclassification Adjustments

The following reclassification adjustments were made to the unaudited pro forma condensed combined information of operations for the year ended December 31, 2021, to conform to the Legacy Expro presentation:

Reclassification of $29.2 million of non-corporate overhead costs from General and administrative to Cost of revenues;

Reclassification of $0.2 million of impairment charges from Impairment charges to Severance and other charges;

Reclassification of $1.7 million, of gain on disposal of assets of Legacy Franks’ from Gain on disposal of assets to Cost of revenue; and

Reclassification of $4.7 million of foreign currency loss from Other to General and administrative.

A reclassification adjustment has been made to separately classify transaction expenses in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2021. The adjustment has been made to conform the unaudited pro forma condensed combined statements of operations with how the Combined Company will present transaction expenses. Franks’ has historically recognized $12.1 million for the nine months ended September 30, 2021, of costs in Severance and other charges. These costs have been reclassified to a separate Merger and integration costs financial statement line item.

Notes to Unaudited Pro Forma Condensed Combined Statements of Operations for the year ended December 31, 2021—Pro Forma Adjustments

Reflects the incremental intangible asset amortization expense, resulting from the fair value of intangible assets recorded from the Merger. The adjustment increases intangible asset amortization expense for the year ended December 31, 2021 and is illustrated in the table below.

Trademarks

Tradename

Customer relationships

Patented technology

Research and development

License Agreements

Historical amortization expense for Legacy Frank’s for the nine months ended September 30, 2021

Historical amortization expense attributable to intangibles acquired during Merger for the three months ended December 31, 2021

Total amortization expense included in Depreciation and amortization attributable to intangibles acquired during Merger

Total Pro forma amortization expense adjustment to Depreciation and amortization

Reflects an adjustment to depreciation expense from the revaluation of property, plant and equipment and reassessment of useful lives for the year ended December 31, 2021.

Historical depreciation expense for Legacy Franks’ for the nine months ended September 30, 2021

Historical depreciation expense attributable to property plant and equipment acquired during Merger for the three months ended December 31, 2021

Total depreciation expense included in Depreciation and amortization attributable to property plant and equipment acquired during Merger

Pro forma depreciation expense

Total pro forma depreciation expenses adjustment to Depreciation and amortization

Notes to Unaudited Pro Forma Condensed Combined Statements of Operations for the year ended December 31, 2021—Pro Forma Adjustments (continued)

Potentially dilutive equity-based awards outstanding were excluded from the computation of pro forma diluted net loss as their effect would be anti-dilutive.