CLB 2019 Proxy Statement

4 7. To approve and resolve the extension of the authority to limit or exclude the preemptive rights of the holders of our common shares and/or preference shares up to a maximum of 10% of outstanding shares per annum until November 23, 2020; 8. To approve, on an advisory basis, the compensation philosophy, policies and procedures described in the section entitled CompensationDisclosure andAnalysis ("CD&A"), and the compensation of CoreLaboratoriesN.V.'s named executive officers as disclosed pursuant to the United States Securities and Exchange Commission's compensation disclosure rules, including the compensation tables; 9. To transact such other business as may properly come before the annual meeting or any adjournment thereof. WHO IS ENTITLED TO VOTE? We are sending notice of the 2019 annual meeting to those shareholders who hold common shares at the close of business Eastern Daylight Time on March 15, 2019 in order to be able to comply with applicable electronic notification deadlines. As of March 15, 2019, there were 44,333,774 common shares outstanding. Our common shares are the only class of our capital stock outstanding and entitled to notice of and to vote at the annual meeting. Each outstanding common share (issued shares excluding common shares held by the Company) is entitled to one vote. The March 15, 2019 date only determines who receives the electronic notice and does not determine who has the right to vote at the annual meeting. In order to be able to vote at the annual shareholder meeting, you will have to be a record holder of shares (or otherwise a person with voting rights with respect to shares) at the close of business Eastern Daylight Time on April 25, 2019. This latter date is considered to be the “day of registration” (“ dag van registratie” ) as referred to in the Dutch Civil Code and only holders of shares (or other persons with voting rights with respect to shares) on such date are entitled to vote. Under Dutch law, this latter date must occur exactly twenty-eight (28) days before the date of the annual meeting. HOW DO I VOTE BEFORE THE MEETING? If you are a registered shareholder, meaning that you hold your shares through an account with our transfer agent, Computershare, as of April 25, 2019, you can vote by mail, by completing, signing and returning the accompanying proxy card or you may vote online at www.proxyvote.com or by phone: +1-800-690-6903 . If you hold your shares, as of April 25, 2019, through an account with a bank or broker, you may vote by mail, online or by phone by following the directions that your bank or broker provides. Given the time of the meeting in the Netherlands, in order for your mailed or on-line vote or vote cast by phone to be counted, it must be received on or before 5:00 p.m. Eastern Daylight Time on Wednesday, May 22, 2019. The official electronic voting results will be those reported by our vote tabulator, Broadridge Financial Solutions, in its final report upon the close of business Eastern Daylight Time on May 22, 2019. Any other proxies that are actually received in hand by our Secretary before the polls close at the conclusion of voting at the meeting will be voted as indicated. MAY I VOTE AT THE MEETING? If you are a registered shareholder as of April 25, 2019, you may vote your shares at the meeting if you attend in person. If you hold your shares as of April 25, 2019 through an account with a bank or broker, you must obtain a legal proxy from the bank or broker in order to vote at the meeting. Even if you plan to attend the meeting, we encourage you to vote your shares by proxy. IF YOU PLAN TO ATTEND IN PERSON: Attendance at the meeting is limited to shareholders as of the close of business Eastern Daylight Time on April 25, 2019 (and others with a statutory meeting right), Company management and Company advisors. Registration will begin at 8:00 a.m. CEST and the meeting will begin at 9:00 a.m. CEST on May 23, 2019. Each shareholder desiring to attend MUST bring proof of share ownership as of the "day of registration" (“ dag van registratie” ) as referred to in the Dutch Civil Code (which is April 25, 2019) with him/her to the meeting along with a valid form of identification. Examples of proof of share ownership include voting instruction statements from a broker or bank. In addition, you should register with the Company beforehand to indicate your plan to attend. Such registrationmay be made by contacting the Company's Secretary as described further in the proxy statement. Failure to comply with these requirements may preclude you from being admitted to the meeting.