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Form 3 EXPRO GROUP HOLDINGS For: Oct 01 Filed by: Truelove Brian D.

October 4, 2021 7:22 PM EDT
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Truelove Brian D.

(Last) (First) (Middle)
C/O EXPRO GROUP HOLDINGS N.V.
1311 BROADFIELD BLVD., SUITE 400

(Street)
HOUSTON TX 77084

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2021
3. Issuer Name and Ticker or Trading Symbol
EXPRO GROUP HOLDINGS N.V. [ XPRO ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) (1) 10/01/2021 02/04/2028 Common Stock 60,415 17.08 D  
Explanation of Responses:
1. Represents stock options to purchase 60,415 shares of common stock, nominal value Euro0.06, of the Issuer received by the Reporting Person upon assumption and adjustment of 49,848 stock options of Expro Group Holdings International Limited upon the consummation of the transactions contemplated by the Merger Agreement.
Remarks:
Exhibit 24.1 - Power of Attorney
/s/ John McAlister, as Attorney-in-Fact 10/04/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                               POWER OF ATTORNEY

        Know all by these presents that the undersigned hereby constitutes and
appoints each of Monika S. Kluziak, Josh Hancock, John McAlister, Quinn P.
Fanning, and any of their substitutes, signing singly, as the undersigned's true
and lawful attorney-in-fact to:

1.  execute for and on behalf of the undersigned, in the undersigned's capacity
    as a director and/or officer of Expro Group Holdings N.V. (the "Company"),
    Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities
    Exchange Act of 1934 and the rules thereunder;

2.  do and perform any and all acts for and on behalf of the undersigned which
    may be necessary or desirable to complete and execute any such Form 3, 4, or
    5, complete and execute any amendment or amendments thereto, and timely file
    such form with the Securities and Exchange Commission and any securities
    exchange or similar authority; and

3.  take any other action of any type whatsoever in connection with the
    foregoing which, in the opinion of such attorney-in-fact, may be of benefit
    to, in the best interest of, or legally required by, the undersigned, it
    being understood that the documents executed by such attorney-in-fact on
    behalf of the undersigned pursuant to this Power of Attorney shall be in
    such form and shall contain such terms and conditions as such attorney-in-
    fact may approve in such attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that each such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted.  The undersigned also ratifies hereby any
action previously taken by each attorney-in-fact that would have been authorized
by this power of attorney if it has been in effect at the time such action was
taken.  The undersigned acknowledges that each attorney-in-fact, in serving in
such capacity at the request of the undersigned, is not assuming, nor is the
Company assuming, any of the undersigned's responsibilities to comply with
federal or state securities laws, including, without limitation, Section 16 of
the Securities Exchange Act of 1934, as amended.

        The undersigned agrees that the attorney-in-fact may rely entirely on
information furnished orally or in writing by or at the direction of the
undersigned to the attorney-in-fact.  The undersigned also agrees to indemnify
and hold harmless Gibson, Dunn & Crutcher LLP or Expro Group Holdings N.V., as
applicable, and the attorney-in-fact against any losses, claims, damages or
liabilities (or actions in these respects) that arise out of or are based upon
any untrue statements or omissions of necessary facts in the information
provided by or at the direction of the undersigned, or upon the lack of
timeliness in the delivery of information by or at the direction of the
undersigned, to the attorney-in fact for purposes of executing, acknowledging,
delivering or filing a Form 3, Form 4 or Form 5 (including amendments thereto)
and agrees to reimburse Gibson, Dunn & Crutcher LLP or Expro Group Holdings
N.V., as applicable, and the attorney-in-fact on demand for any legal or other
expenses reasonably incurred in connection with investigating or defending
against any such loss, claim, damage, liability or action.

        This Power of Attorney shall remain in full force and effect until the
earliest to occur of (a) undersigned is no longer required to file Forms 3, 4,
and 5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, (b) revocation by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact or (c) as to any attorney-
in-fact individually, until such attorney-in-fact is no longer employed by
Gibson, Dunn & Crutcher LLP or Expro Group Holdings N.V., as applicable.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 3rd day of September, 2021.

                                         /s/ Brian Truelove
                                        ------------------------------
                                        Brian Truelove



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