CORE LABORATORIES N V, PRE 14A, 1998-04-20

CORE LABORATORIES N V
PRE 14A, 1998-04-20
TESTING LABORATORIES

Previous: SCHEIN HENRY INC, DEF 14A, 1998-04-20

Next: QUINTEL ENTERTAINMENT INC, SC 13D/A, 1998-04-20

<PAGE> 1

SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12

CORE LABORATORIES, N.V.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and
0-11.

(1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:

- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):

- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------
(5) Total fee paid:

- --------------------------------------------------------------------------------

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:

- --------------------------------------------------------------------------------
(3) Filing Party:

- --------------------------------------------------------------------------------
(4) Date Filed:

- --------------------------------------------------------------------------------
<PAGE> 2
CORE LABORATORIES N.V.
HERENGRACHT 424
1017 BZ AMSTERDAM
THE NETHERLANDS

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 28, 1998

To The Shareholders:

The 1998 Annual Meeting of the Shareholders (the "Annual Meeting") of
Core Laboratories N.V., a limited liability company organized under the laws of
The Netherlands (the "Company"), will be held at the law offices of Nauta
Dutilh, Weena 750, 3014 DA Rotterdam, The Netherlands, on Friday, May
28, 1998 at 10:00 a.m., local time, for the following purposes:

1. To elect eight members (each, a "Supervisory Director") to the
Board of Supervisory Directors of the Company (the
"Supervisory Board"), consisting of three Class I Supervisory
Directors, three Class II Supervisory Directors and two Class
III Supervisory Directors, to serve until the annual meeting
of shareholders in 1999, 2000 and 2001, respectively, and
until their successors shall have been duly elected and
qualified;

2. To confirm and adopt the Dutch Statutory Annual Accounts of
the Company for the fiscal year ending December 31, 1997 (the
"Annual Accounts");

3. To approve the extension of the authority of the Management
Board of the Company (the "Management Board") to repurchase up
to 10% of the outstanding share capital of the Company until
November 28, 1999 at a price of not more than $200 per share;

4. To approve the extension of the authority of the Supervisory
Board to issue and/or to grant rights (including options to
purchase) on common and/or preferred shares of the Company
until May 28, 2003;

5. To approve the extension of the authority of the Supervisory
Board to limit or exclude the preemptive right of the holders
of the common shares of the Company until May 28, 2003;

6. To approve an amendment to the Articles of Association, as
amended, to increase the authorized share capital of the
Company from 30,000,000 common shares to 100,000,000 common
shares;

7. To approve an amendment to the Articles of Association, as
amended, to provide that dividends otherwise than in cash may
be authorized by the Supervisory Board;

8. To ratify and approve an interim dividend authorized by the
Supervisory Board to satisfy amounts otherwise owed by the
shareholders under the laws of The Netherlands for the stock
split effected in December 1997;

9. To ratify and approve the appointment of Arthur Andersen LLP
as the Company's independent public auditors for the fiscal
year ending December 31, 1998; and

10. To transact such other business as may properly come before
the Annual Meeting or any adjournment(s) thereof.

Copies of the Annual Accounts, the report of the Management Board, the
proposed amendments to the Articles of Association and the list of nominees for
the Supervisory Board are open for inspection at the offices of the Company,
located at Herengracht 424, 1017 BZ Amsterdam, The Netherlands, Attention: Mr.
Jacobus Schouten, by registered shareholders and other persons entitled to
attend meetings of shareholders of the Company. Such copies will be open for
inspection from the date hereof until the close of the Annual Meeting.

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING
REGARDLESS OF WHETHER YOU PLAN TO ATTEND. THEREFORE, PLEASE MARK, SIGN, DATE AND
RETURN THE ENCLOSED PROXY PROMPTLY. IF YOU ARE PRESENT AT THE ANNUAL MEETING AND
WISH TO DO SO, YOU MAY REVOKE THE PROXY AND VOTE IN PERSON.

By Order of the Board of Supervisory Directors,

Jacobus Schouten

SUPERVISORY DIRECTOR

April 30, 1998
Amsterdam, The Netherlands

<PAGE> 3

CORE LABORATORIES N.V.
HERENGRACHT 424
1017 BZ AMSTERDAM
THE NETHERLANDS

-----------------------------

PROXY STATEMENT

-----------------------------

SOLICITATION AND REVOCATION OF PROXIES

The accompanying proxy is being solicited by and on behalf of the Board
of Supervisory Directors (the "Supervisory Board") of Core Laboratories N.V.
(the "Company") for use at the 1998 Annual Meeting of the Shareholders of the
Company (the "Annual Meeting") to be held at the law offices of Nauta Dutilh,
Weena 750, 3014 DA Rotterdam, The Netherlands, on Friday, May 29th, 1998 at
10:00 a.m., local time. If the accompanying proxy is properly executed and
returned, the shares it represents will be voted at the Annual Meeting in
accordance with the directions noted thereon, or, if no directions are
indicated, it will be voted in favor of the proposals described in this Proxy
Statement. Any shareholder giving a proxy has the power to revoke it by oral or
written notice to the Secretary of the Company at any time before it is voted.

The solicitation of proxies by the Supervisory Board will be conducted
by mail. In addition, certain members of the Supervisory Board (each, a
"Supervisory Director"), officers and regular employees of the Company may
solicit proxies in person or by facsimile, telex or telephone. The Company will
bear the cost of preparing and mailing proxy materials as well as the cost of
soliciting proxies. The Company will reimburse banks, brokerage firms,
custodians, nominees and fiduciaries for their expenses in sending proxy
materials to the beneficial owners of the common shares, par value NLG .03 per
share, of the Company (the "Common Shares").

At the close of business on April 1, 1998, the record date for the
determination of shareholders entitled to notice of and to vote at the Annual
Meeting, there were 24,776,913 Common Shares outstanding, each of which is
entitled to one vote. The class of Common Shares is the only class of capital
stock of the Company outstanding and entitled to notice of and to vote at the
Annual Meeting. The presence, in person or by proxy, of at least a majority of
the outstanding Common Shares is required for a quorum. Common Shares abstained
from voting will have the effect of a vote against a proposal. Broker non-votes
will not be counted to determine the shareholders entitled to vote on a
proposal, and will not affect the outcome of the vote on such matter.

A copy of the Company's Annual Report on Form 10-K, including the
financial statements, schedules and exhibits thereto, may be obtained without
charge by written request to John D. Denson, Secretary, in care of Core
Laboratories, Inc., 5295 Hollister Road, Houston, Texas 77040.

This Proxy Statement and the accompanying proxy were first mailed to
shareholders on or about May 2, 1998.

ITEM 1.

ELECTION OF SUPERVISORY DIRECTORS

The Amended and Restated Articles of Association of the Company (the
"Articles of Association") provide for one or more Supervisory Directors. The
Supervisory Directors are proposed by the Supervisory Board and elected at each
annual meeting of shareholders by the affirmative vote of the holders of a
majority of the Common Shares present in person or by proxy. The shareholders
may override the proposal of the Supervisory Board by a vote of two-thirds of
the votes cast at the meeting if more than one-half of the outstanding share
capital is present or represented. The Supervisory Board is divided into Classes
I, II and III, the terms of office of which are scheduled to expire on the dates
of the annual meeting of shareholders in 1999, 2000 and 2001, respectively.

The Supervisory Board is proposing the election of eight Supervisory
Directors at the Annual Meeting. Three of the nominees (Bob G. Agnew, Jacobus
Schouten and James A. Read) will be elected as Class I Supervisory Directors

<PAGE> 4

for a term expiring 1999, three of the nominees (Joseph R. Perna, David M.
Demshur and Timothy J. Probert) will be elected as Class II Supervisory
Directors for a term expiring 2000 and two of the nominees (Richard L. Bergmark
and Stephen D. Weinroth) will be elected as Class III Supervisory Directors for
a term expiring 2001. At each future Annual Meeting of shareholders, the
successors to the class of Supervisory Directors whose terms shall expire that
year shall be elected to hold office for a term of three years and until their
respective successors shall have been duly elected and qualified. All of the
nominees for Supervisory Directors are presently members of the Supervisory
Board.

Unless otherwise instructed or unless authority to vote is withheld,
the enclosed proxy will be voted for the election of the nominees listed below.
If at the time of or prior to the Annual Meeting any of the nominees should be
unable or decline to serve, the discretionary authority provided in the proxy
may be used to vote for a substitute or substitutes designated by the
Supervisory Board. The Supervisory Board has no reason to believe that any
substitute nominee or nominees will be required. No proxy will be voted for a
greater number of persons than the number of nominees named herein.

THE SUPERVISORY BOARD RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
NOMINEES FOR SUPERVISORY DIRECTOR AS SET FORTH ABOVE, AND PROXIES EXECUTED AND
RETURNED WILL BE SO VOTED UNLESS CONTRARY INSTRUCTIONS ARE INDICATED THEREON.

The following table sets forth the names, ages and titles of the
persons who have been nominated for election as Supervisory Directors:

CLASS I SUPERVISORY DIRECTORS (TERM EXPIRES 1999)
<TABLE>
<CAPTION>

NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
Bob G. Agnew..................................... 67 Supervisory Director
Jacobus Schouten................................. 43 Supervisory Director
James A. Read.................................... 48 Supervisory Director
</TABLE>

CLASS II SUPERVISORY DIRECTORS (TERM EXPIRES 2000)
<TABLE>
<CAPTION>

NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
Joseph R. Perna.................................. 54 Supervisory Director
David M. Demshur................................. 43 President, Chief Executive Officer and Supervisory Director
Timothy J. Probert............................... 46 Supervisory Director
</TABLE>

CLASS III SUPERVISORY DIRECTORS (FOR TERM EXPIRING IN 2001)
<TABLE>
<CAPTION>

NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
Richard L. Bergmark.............................. 44 Chief Financial Officer, Treasurer and Supervisory Director
Stephen D. Weinroth.............................. 59 Chairman of the Supervisory Board and Supervisory Director
</TABLE>

Set forth below is a brief description of the business experience and
length of service of the Supervisory Directors.

Bob G. Agnew was, until his retirement in January 1994, Manager of
Drilling for International Operations for Exxon Company International (a
division of Exxon Corporation) and a member of the Production Advisory Committee
of Exxon Production Research Company. Mr. Agnew is a member of the Society of
Petroleum Engineers and has served on its Drilling Technical Committee. He has
served as a Supervisory Director since 1995.

Richard L. Bergmark joined Western Atlas International, Inc. ("Western
Atlas") as Treasurer in 1987. In 1991, he became the Area Manager for Finance
and Administration for Europe, Africa and the Middle East operations of Western
Geophysical, and in 1994 he became Chief Financial Officer of the Company. Mr.
Bergmark presently serves as Chief Financial Officer, Treasurer and a
Supervisory Director of the Company. He has served as a Supervisory Director
since 1995.

David M. Demshur joined the Company in 1979 and has held various
operating positions since that date, including Manager of Geological Sciences,
Vice President of Europe, Africa and the Middle East in 1989, Senior Vice
President

-2-
<PAGE> 5

of Petroleum Services in 1991 and President in 1994. Mr. Demshur
presently serves as President, Chief Executive Officer and a Supervisory
Director of the Company. He has served as a Supervisory Director since 1994. Mr.
Demshur is a member of the Society of Petroleum Engineers, the American
Association of Petroleum Geologists, Petroleum Exploration Society of Great
Britain and the Society of Core Analysts Section of the Society of Professional
Well Loggers Association.

Joseph R. Perna joined the Company as General Manager in 1985. In 1991,
he was promoted to Senior Vice President, with responsibility for certain
Laboratory Services operations and the Technology Products Division, a position
he held until his retirement from the Company on March 31, 1998. Mr. Perna has
served as a Supervisory Director since 1995.

Timothy J. Probert has served as the President of Baker Hughes, Inteq
(a business unit of Baker Hughes Inc., a diversified oil service company ("Baker
Hughes")) since September 1995 and Vice President of Baker Hughes since March
1994. He joined Baker Hughes in 1972, where he has held various management
positions, including Vice President of Drilling and Evaluation Technology for
Baker Hughes Inteq, President of Eastman Teleco, President of Milpark Drilling
Fluids and Vice President of Marketing for Baker Sand Control. Mr. Probert has
served as a Supervisory Director since 1995.

James A. Read is a member of the board of directors of Mezzanine
Management Limited, the firm which has served as the investment advisor to First
Britannia Mezzanine N.V. ("First Britannia") since First Britannia's formation
in 1988. First Britannia is an investment company whose funds are provided by
institutional investors, and it has been a mezzanine lender to, and investor in,
the Company since the purchase of the Company from Western Atlas in 1994. Mr.
Read has been a Director of the Company since the purchase from Western Atlas
and is also a member of the board of directors of various European companies.

Jacobus Schouten has been an executive officer of First Britannia since
1989. Mr. Schouten has been a Supervisory Director of the Company since 1994,
and he is a member of the board of directors of various European companies,
including CB Holdings SA.

Stephen D. Weinroth is a Partner of Anderson, Weinroth & Co., L.P., an
investment firm, and a Managing Director of First Britannia, which position he
has held since its inception in 1988. From 1993 to 1995, he served as
Co-Chairman and Co-Executive Officer of VETTA Sports, Inc., an international
bicycle parts and accessories producer and distributor. Mr. Weinroth has been a
Supervisory Director since 1994, the Chairman of the Supervisory Board since
1995 and is a member of the board of directors of Hovnanian Enterprises, Inc.

EXECUTIVE OFFICERS

The Executive Officers of the Company (each, an "Executive Officer")
currently are David M. Demshur, Richard L. Bergmark and John D. Denson. In
addition, Mr. Perna was an Executive Officer of the Company until his retirement
on March 31, 1998. Biographical information regarding Messrs. Demshur, Perna and
Bergmark is set forth above. The following biography describes the business
experience of the remaining Executive Officer. The Executive Officers are not
Managing Directors of the Company for purposes of Dutch law.

John D. Denson joined Western Atlas as Division Counsel in 1992, with
responsibility for the Core Laboratories division. Mr. Denson, who is 40 years
of age, presently serves as Vice President, General Counsel and Secretary of the
Company. Mr. Denson is a member of the State Bar of Texas.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The table below sets forth certain information, as of April 1, 1998,
with respect to the Common Shares beneficially owned by (i) each person known by
the Company to own beneficially five percent or more of the Common Shares, (ii)
each Supervisory Director and nominee for Supervisory Director, (iii) each of
the Executive Officers and (iv) all Supervisory Directors, nominees for
Supervisory Director and Executive Officers as a group.

-3-

<PAGE> 6

AMOUNT OF
COMMON SHARES PERCENT
AND NATURE OF OF
NAME OF BENEFICIAL OWNER(1) BENEFICIAL OWNERSHIP CLASS
- --------------------------- --------------------- ----------

<S> <C> <C>
First Britannia Mezzanine N.V.(2) .......................... 4,202,534 17.0
Pilgrim Baxter & Associates Ltd (3) ........................ 1,914,000 7.7
Franklin Resource Inc.(4) .................................. 1,721,000 6.9
Invesco MIN PLC(5) ......................................... 1,349,000 5.4
Stephen D. Weinroth(6) ..................................... 600,850 2.4
David M. Demshur ........................................... 438,834 1.8
Richard L. Bergmark ........................................ 199,612 *
Joseph R. Perna ............................................ 157,413 *
John D. Denson ............................................. 22,998 *
Timothy J. Probert ......................................... 6,000 *
Bob G. Agnew ............................................... 4,600 *
James A. Read .............................................. 4,000 *
Jacobus Schouten ........................................... -- --
All Supervisory Directors, nominees for Supervisory
Director and Executive Officers as a group .............. 1,434,307 5.7

</TABLE>

- ----------------------------

* Less than one percent.

(1) Unless otherwise indicated, each person has sole voting power and
investment power with respect to the Common Shares listed.

(2) The business address of First Britannia is de Ruyterkade 62, Curacao,
Netherlands Antilles.

(3) As reported on the Schedule 13G/A dated February 17, 1998. The
business address of Pilgrim Baxter & Associates LTD is 825 Dupartail Road,
Wayne, PA 19087.

(4) As reported on the Schedule 13G dated January 30, 1998, the shares
reported by Franklin Resource are beneficially owned by one or more open
or closed-end investment companies or other managed accounts which are
advised by direct or indirect investment advisory subsidiaries of
Franklin. Such advisory contracts grant to the advisory subsidiaries all
investment and/or voting power over the shares. Charles B. Johnson and
Rupert H. Johnson, Jr. (the "Principal Shareholders") each own in excess
of 10% of the outstanding Common Stock of Franklin Resource and are the
principal shareholders of Franklin Resource. Franklin Resource and the
Principal Shareholders may be deemed to be, for purposes of Rule 13d-3
under the 1934 Act, the beneficial owner of securities held by persons and
entities advised by Franklin Resource subsidiaries. Franklin Resource, the
Principal Shareholders and each of the advisory subsidiaries disclaim
economic interest or beneficial ownership in any of the shares. The
business address of Franklin Resource is 901 Mariners Island Blvd., 6th
Floor, San Mateo, CA 94404.

(5) As reported on the Schedule 13G dated February 9, 1998, Invesco MIN PLC
holds their shares in various subsidiaries for which it shares voting
power. Invesco's business address is 11 Devonshire Square, London EC2M
4YR England.

(6) Mr. Weinroth is a Managing Director of First Britannia, and the numbers
above do not reflect any Common Shares owned by First Britannia.

COMMITTEES OF THE SUPERVISORY BOARD

The Supervisory Board has two standing committees, the identities,
memberships and functions of which are described below.

Audit Committee. The members of the Audit Committee of the Supervisory
Board (the "Audit Committee") are Messrs. Agnew and Weinroth. The Audit
Committee's functions include making recommendations concerning the engagement
of independent auditors, reviewing with the independent auditors the plan and
results of the auditing

-4-

<PAGE> 7

engagement, approving professional services provided by the independent auditors
and reviewing the adequacy of the Company's internal accounting controls.

Compensation Committee. The members of the Compensation Committee of
the Supervisory Board (the "Compensation Committee") are Messrs. Read, Probert
and Weinroth. The Compensation Committee's functions include a general review of
the Company's compensation and benefit plans to ensure that they meet corporate
objectives. The Compensation Committee reviews the Chief Executive Officer's
recommendations on (i) compensation of the senior executive officers of the
Company, (ii) granting of awards under the Company's stock option and other
benefit plans and (iii) adopting and changing major Company compensation
policies and practices. In addition to reviewing the compensation for the Chief
Executive Officer, the Compensation Committee reports its recommendations to the
whole Supervisory Board for approval. The Compensation Committee also
administers the Company's 1995 Long-Term Incentive Plan and the 1995
Non-Employee Directors Stock Option Plan.

INFORMATION REGARDING MEETINGS

The Supervisory Board held four meetings in 1997. The Audit Committee
and the Compensation Committee each held two meetings in 1997. Each Supervisory
Director attended at least 75% of the meetings of the Supervisory Board and of
the committees (if any) on which such person serves, with the exception of
Messrs. Read and Bergmark, who attended 50% of such meetings.

DIRECTOR COMPENSATION

Each Supervisory Director who is not a full-time employee of the
Company is paid (i) an annual retainer of $12,000, payable semiannually in
arrears, (ii) $1,000 per meeting of the Supervisory Board at which such
individual is present in person, (iii) $750 per meeting of any committee thereof
at which such individual is present in person, (iv) an additional $500 per
meeting for each committee meeting for which the individual is chairperson and
(v) reimbursement for all out of pocket expenses incurred in attending any
meeting of the Supervisory Board or any committee thereof. Supervisory Directors
who are full-time employees of the Company receive no compensation for serving
as Supervisory Directors.

The 1995 Nonemployee Director Stock Option Plan (the "Nonemployee
Director Plan") was amended and restated May 29, 1997 to authorize an additional
100,000 common shares, for a maximum aggregate of 200,000 common shares, for
grant to eligible Supervisory Directors of the Company. Pursuant to the
Nonemployee Director Plan, beginning in 1996, 10,000 options will be granted to
each eligible Director and 20,000 options will be granted to the Chairman on an
annual basis. The options will be exercisable for a period of 10 years and will
vest one year following the date of grant. The exercise price of options granted
under the Plan equals the market price of the Common Shares on the date of
grant.

-5-

<PAGE> 8

EXECUTIVE COMPENSATION

The following table summarizes, with respect to the Company's Chief
Executive Officer and each of the three other most highly compensated Executive
Officers whose salary and bonus compensation from the Company exceeded $100,000
in 1997 (collectively, the "Named Executive Officers"), certain information
relating to the compensation earned for services rendered in all capacities
during fiscal years 1995 through 1997.

SUMMARY COMPENSATION TABLE

LONG-TERM
COMPENSATION
------------
ANNUAL SECURITIES
COMPENSATION(1) UNDERLYING
NAME AND FISCAL ------------------- OPTIONS ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS (NUMBER) COMPENSATION(2)
- -------------------------------------------------- --------- -------- ---------- --------- ---------------
<S> <C> <C> <C> <C> <C>
David M. Demshur, President and 1997 $246,529 $252,800 55,000 $ 16,431
Chief Executive Officer ....................... 1996 215,112 131,219 -- 12,790
1995 185,144 100,000 30,000 15,201
Joseph R. Perna, Senior Vice 1997 $196,529 $152,850 40,000 $ 17,406
President (3) ................................. 1996 174,093 77,695 -- 13,871
1995 150,145 61,875 25,000 14,730
Richard L. Bergmark, Chief Financial 1997 $171,019 $130,300 96,000 $ 15,428
Officer and Treasurer ............................ 1996 150,088 68,372 -- 11,778
1995 126,927 52,500 20,000 11,563
John D. Denson, Vice President, 1997 $128,026 $ 64,600 16,000 $ 15,418
General Counsel and Secretary ................. 1996 114,059 29,550 -- 11,772
1995 105,840 27,500 16,000 10,744
</TABLE>

- ------------------

(1) During the years ending December 31, 1995, 1996 and 1997, perquisites
for each individual named in the Summary Compensation Table aggregated
less than 10% of the total annual salary and bonus reported for such
individual in the Summary Compensation Table. Accordingly, no such
amounts are included in the Summary Compensation Table.

(2) Consists of matching contributions and Company contributions through
the Company's retirement plans and amounts paid under certain insurance
plans.

(3) Mr. Perna retired from the Company on March 31, 1998.

-6-

<PAGE> 9

STOCK OPTION GRANTS

The following table sets forth certain information with respect to
stock option grants made to the Named Executive Officers during 1997 under the
Company's 1995 Long-Term Incentive Plan, as amended (the "Stock Option Plan").

OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS

NUMBER OF % OF TOTAL POTENTIAL REALIZABLE VALUE
SECURITIES OPTIONS AT ASSUMED ANNUAL RATES
UNDERLYING GRANTED TO EXERCISE OR OF-STOCK-PRICE
OPTIONS EMPLOYEES BASE PRICE EXPIRATION APPRECIATION-FOR
NAME GRANTED IN 1997 ($/SH) DATE OPTION TERM(1)
- ---- --------- ----------- ----------- ---------- ---------------------------
5% 10%
----------- -----------
<S> <C> <C> <C> <C> <C> <C>
David M. Demshur.............. 55,000 6.7% 8.375 2/28/2007 750,310 1,194,743
Joseph R. Perna............... 40,000 4.9 8.375 2/28/2007 545,680 868,904
Richard L. Bergmark........... 96,000 11.8 8.375 2/28/2007 1,309,631 2,085,369
John D. Denson................ 16,000 2.0 8.375 2/28/2007 218,272 347,561
</TABLE>

- ------------------

(1) The dollar amounts under these columns represent the potential
realizable value of each grant of options assuming that the market
price of common shares appreciate in value from the date of grant at
the 5% and 10% annual rates prescribed by the Securities and Exchange
Commission and therefore is not intended to forecast possible future
appreciation, if any, of the price of common shares.

1997 OPTION EXERCISES AND YEAR-END VALUE TABLE

The following table sets forth for the Named Executive Officers in the
Summary Compensation Table above information regarding options held by them at
December 31, 1997.

SHARES SECURITIES UNDERLYING VALUE OF SECURITIES UNDERLYING
ACQUIRED UNEXERCISED OPTIONS UNEXERCISED OPTIONS
ON HELD AT DECEMBER 31, 1997 HELD AT DECEMBER 31, 1997(1)
EXERCISE VALUE ------------------------------ --------------------------------
NAME OF OPTION REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
David M. Demshur........... -- -- 28,750 56,250 314,141 580,547
Joseph R. Perna............ -- -- 22,500 42,500 247,656 441,406
Richard L. Bergmark........ -- -- 34,000 82,000 353,125 818,125
John D. Denson............. -- -- 12,000 20,000 135,250 212,750
</TABLE>

- ------------------

(1) Computed based on the difference between aggregate fair market value
and aggregate exercise price. The fair market value of the Common
Shares on December 31, 1997 was $18-1/16, based on the average of the
high and low sales prices on the Nasdaq Stock Market on such date.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") requires the Supervisory Directors, Executive Officers and
persons who own more than ten percent of the Common Shares to file initial
reports of ownership and reports of changes in ownership (Forms 3, 4, and 5) of
Common Shares with the Securities and Exchange Commission (the "SEC") and the
Nasdaq Stock Market. Supervisory Directors, Executive Officers and greater than
ten percent shareholders are required by SEC regulation to furnish the Company
with copies of all such forms that they file.

-7-

<PAGE> 10

To the Company's knowledge based solely on its review of the copies of
such reports received by the Company and on written representations by certain
reporting persons that no reports on Form 5 were required, the Company believes
that during the fiscal year ending December 31, 1997, all Section 16(a) filing
requirements applicable to its Supervisory Directors, Executive Officers and ten
percent shareholders were complied with, except that First Britannia was one day
late on the filing of a Form 4.

TRANSACTIONS WITH MANAGEMENT AND CERTAIN SHAREHOLDERS

Set forth below is a description of certain transactions entered into
between the Company and certain of its Supervisory Directors, nominees for
Supervisory Director and shareholders.

Transactions with Shareholders

The Company and the holders of Common Shares prior to the initial
public offering of the Company are parties to a Registration Rights Agreement,
dated as of September 15, 1995 (the "Registration Rights Agreement"). Upon the
request from one or more shareholders holding at least 15% of the
then-outstanding Common Shares (the "Requesting Holders"), the Company is
required to file a registration statement under the Securities Act of 1933, as
amended (the "Securities Act") to register the Common Shares held by the
Requesting Holders and any other shareholders who are parties to the
Registration Rights Agreement and who desire to sell Common Shares. The holders
of Common Shares who are parties to the Registration Rights Agreement are
subject to a maximum of two requests in total as well as a maximum of one
request in any three-month period. Subject to certain conditions and
limitations, the Registration Rights Agreement provides that holders of
registrable Common Shares may participate in a registration by the Company of
any of its Common Shares in an underwritten offering. In the case of both types
of registration, the number of Common Shares that may be registered is subject
to limitation if the managing underwriter determines that market conditions
require such a limitation. The rights conferred by the Registration Rights
Agreement are transferable to transferees of the Common Shares. The Company is
generally required to bear all registration expenses (other than underwriting
discounts and commissions) in connection with these registrations.

In May 1997, the Company acquired all of the capital stock of Saybolt
International B.V., a private limited liability company organized under the laws
of The Netherlands (the "Saybolt Acquisition"). In connection with the Saybolt
Acquisition, Anderson Weinroth & Co. L.P., of which Mr. Weinroth is a principal,
received investment banking fees of $1,615,000.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 1997, no Executive Officer served as (i) a member of the
compensation committee (or other board committee performing equivalent functions
or, in the absence of any such committee, the entire board of directors) of
another entity, one of whose executive officers served as a Supervisory Director
or (ii) a director of another entity, one of whose executive officers served on
the Supervisory Board or the board of directors of a subsidiary of the Company.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee's responsibilities are (1) to oversee the
development of the compensation program for the Company's officers and
managerial employees, (2) to administer the incentive and stock option plans,
including approval of grants and awards under these plans and (3) to establish
the compensation program for the Chief Executive Officer and the other executive
officers. With the assistance of an independent consultant, the Compensation
Committee completed a comprehensive review of the management compensation
program. The Compensation Committee also reviewed market compensation trends and
established the compensation program for nonemployee Supervisory Directors.
During 1997, the Compensation Committee was comprised of the following
Supervisory Directors, all of whom were nonemployee Supervisory Directors of the
Company: Timothy J. Probert, James A. Read and Stephen D. Weinroth.

Executive Compensation Philosophy

The objective of the compensation program for officers and managers is
to create strong financial incentives for corporate and division officers and
managers to increase profits, revenues and operating efficiency, which will lead
to an increase in shareholder value. The following objectives guide the
Compensation Committee in its deliberations:

-8-

<PAGE> 11

o Provide a competitive compensation program that enables the
Company to attract and retain key executives and Supervisory
Board members.

o Ensure a strong relationship between the performance results
of the Company or division and the total compensation
received.

o Balance both annual and longer term performance objectives of
the Company.

o Encourage executives to acquire and retain meaningful levels
of Common Shares.

o Work closely with the Chief Executive Officer to ensure that
the compensation program supports the management style,
objectives and culture of the Company.

In addition to normal employee benefits, the executive total
compensation program includes base salary, annual cash incentive compensation
and longer term stock-based grants and awards.

Market Comparisons. Primary market comparisons are made to oilfield
service companies, adjusted for size and job responsibilities. The market
comparison companies used in the development of the compensation program are
broader than those used in the performance graph presented elsewhere in this
Proxy Statement and are used because they are more representative of the market
in which the Company competes for executive talent. Data sources include
oilfield industry surveys, national survey databases and general trend data
provided by consultants.

Variable Incentives. Variable incentives, both annual and longer term,
are major components of the program and are used to link pay and performance
results appropriate to each executive officer or manager. Variable incentive
awards and performance standards are calibrated such that total compensation
will approximate the market 50th percentile when Company performance plans are
achieved and exceed the 50th percentile when Company performance plans are
exceeded.

Code Section 162(m). Section 162(m) of the Code imposes a $1,000,000
limit, with certain exceptions, on the deductibility of compensation paid to
each of the five highest paid Executive Officers. In particular, compensation
that is determined to be "performance based" is exempt from this limitation. To
be "performance based," incentive payments must use predetermined objective
standards, limit the use of discretion in making awards and be certified by the
Compensation Committee made up of "outside directors." It is not anticipated
that any executive will receive compensation in excess of this limit during 1998
or 1999. The Compensation Committee will continue to monitor this situation and
will take appropriate action if it is warranted in the future.

Executive Compensation Program

The following is a discussion of each of the principal components of
the executive total compensation program.

Base Salary. The base salary program targets the median of the primary
comparison group for corporate and divisional officers and managers. Each
executive is reviewed individually on an annual basis. Salary adjustments are
based on the individual's experience and background, the individual's
performance during the prior year, the general movement of salaries in the
marketplace and the Company's financial position. As a result of these factors,
an executive's base salary may be above or below the targeted median at any
point in time.

Annual Incentive Compensation. The Company administers an annual
incentive plan for its corporate and divisional officers and managers. The goal
of the plan is to reward participants in proportion to (i) the performance of
the Company as a whole and the division for which they have direct
responsibility and (ii) their individual contributions to the Company's success.

For 1997, corporate participants were measured on EBIT, return on
equity and earning per share, while division participants were also measured on
working capital management. In addition, a discretionary component was included
as part of the plan to recognize outstanding effort and dedication. The measures
were weighted substantially equally.

-9-
<PAGE> 12

If budgeted performance is achieved, the resulting incentive awards, in
combination with base salary, are targeted at the 50th percentile of the market.
During 1997, actual corporate performance results exceeded the budget, due in
part to the substantial growth of the Company through acquisitions. The price of
the Company's Common Shares also more than [doubled] during the year. As a
result of these achievements, cash compensation levels, including the special
bonus paid to the executive officers, were greater than the 50th percentile.

Supplemental Executive Retirement Plan. The Company has adopted the
Core Laboratories Supplemental Executive Retirement Plan (the "SERP"), effective
July 1, 1997, for the benefit of certain key employees and outside directors of
the Company. The SERP was established to provide additional retirement income to
the participants and death benefits to the participants' surviving spouses as a
reward for the participants' contributions to the success and growth of the
Company. The four participants in the SERP are Richard L. Bergmark, David M.
Demshur, Joseph R. Perna and Stephen D. Weinroth. Each participant is entitled
to receive a retirement benefit of $250,000 per year, which begins on the
participant's 65th birthday and is paid in annual installments until the
participant's death. If the participant dies before he begins receiving his
retirement benefit, the surviving spouse of the deceased participant is entitled
to receive $225,000 each year for 15 years. Each participant's benefit under the
SERP is fully vested and fully accrued. There is no possibility of forfeiture of
the benefit except in the event of termination for cause.

The Company has purchased an insurance policy on the lives of Messrs.
Bergmark, Demshur and Perna to assist it in providing benefits under the SERP.
The Company is the owner and beneficiary of the three policies. The Company is
obligated to pay the total premium of $319,500 each year until the policies are
paid up (which is anticipated to be eight years). The first premium of $319,500
was paid by the Company on June 12, 1997. Based on actuarial calculations
(including a 12% interest rate assumption), the Company expects that the death
benefits paid to the Company under the insurance policies will be sufficient to
cover the costs of the SERP benefits and the policy premium payments. However,
to the extent the death benefits under the policies are insufficient to cover
those costs, the Company is obligated to pay the remainder out of its other
general assets and absorb any shortfall. In the event of a "change of control,"
the Company is obligated under the related trust agreement to fully fund the
amount of the retirement benefits and death benefits of all four participants
and their spouses. The amount of the "change of control" contribution is the
lesser of (i) the total amount due under the terms of the SERP or (ii) the
amount of unpaid premiums on any insurance policies held by the trust through
the seventh anniversary of the date of the purchase of each such policy.

Stock Based Compensation. Stock ownership by corporate and divisional
management is encouraged through the use of a stock plan that provides for the
award of Common Share options and awards. The Compensation Committee and
management believe that widespread Common Share ownership by key employees is an
important means of encouraging superior performance and employee retention.
Common Share option grants are considered annually based on competitive
multiples of base salary. Senior executives typically have a higher multiple
and, as a result, have a greater portion of their total compensation linked to
the longer term success of the Company. In determining the appropriate grant
multiples, the Company targets the market median among publicly-held oilfield
service companies of similar size.

Compensation of the Chief Executive Officer

The Chief Executive Officer, David M. Demshur, participates in the
executive compensation program described above. In establishing the base salary
for Mr. Demshur, the Compensation Committee assessed the pay levels for chief
executive officers in similar companies in the oilfield service industry and the
profit performance of the Company. In August 1997, Mr. Demshur's base salary was
increased from $215,000 to $260,000. He also received an annual incentive award
of $252,800 based on the performance results achieved by the Company in 1997.
The Committee made no discretionary adjustments to this award. Mr. Demshur
received 55,000 stock options in 1997.

COMPENSATION COMMITTEE

Timothy J. Probert
James A. Read
Stephen D. Weinroth

-10-
<PAGE> 13

SHAREHOLDER RETURN PERFORMANCE PRESENTATION

The following performance graph compares the performance of the Common
Shares to the NASDAQ Market Index and the Company's Peer Group (Input/Output
Inc., Newpark Resources, Inc., Baker Hughes, Inc. and Varco International Inc.)
for the period beginning September 20, 1995 and ending March 31, 1998 (the "New
Peer Group"). The Company's previous peer group (the "Old Peer Group") did not
include Baker Hughes, but included Production Operators Corp. Production
Operators Corp. was acquired in 1997 and as a result, their common stock is no
longer publicly traded. The members of the New Peer Group, while not direct
competitors to the Company, have one or more attributes which are similar in
nature to the Company, such as being a service provider to the international
market, having high market share based upon technology innovation or operating
within a unique niche. The graph assumes that the value of the investment in the
Common Shares and each index was $100 at September 20, 1995 (using the initial
public offering price of $6.00 for the Common Shares, after giving effect to the
2 for 1 stock split in December 1997) and that all dividends were reinvested.
The Common Shares began trading on the Nasdaq Stock Market in September 1995.
Prior to that time there was no market in the Common Shares and, accordingly,
five year data is unavailable.

COMPARISON OF QUARTERLY CUMULATIVE RETURNS
AMONG CORE LABORATORIES N.V.,
PEER GROUP INDEX AND NASDAQ MARKET INDEX

<TABLE>
<CAPTION>
9/20/95 12/31/95 3/31/96 6/30/96 9/30/96 12/31/96 3/31/97 6/30/97 9/30/97 12/31/97 3/31/98
------- -------- ------- ------ ------- -------- ------- ------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Core Laboratories
N.V. ............. 100.000 100.000 102.083 120.451 129.071 135.421 141.391 187.870 222.485 225.699 260.647
Peer Group ......... 100.000 121.276 127.831 140.246 138.464 143.754 153.900 140.898 172.053 168.693 169.988
Nasdaq Market Index 100.000 104.970 109.770 113.664 116.151 123.925 126.136 143.045 150.065 152.509 168.041
</TABLE>

The foregoing stock price performance comparisons shall not be deemed
incorporated by reference by any general statement incorporating by reference
this Proxy Statement into any filing under the Securities Act or under the
Exchange Act, except to the extent that the Company specifically incorporates
this graph by reference, and shall not otherwise be deemed filed under such
acts.

There can be no assurance that the Common Share performance will
continue into the future with the same or similar trends depicted in the graph
above. The Company will not make or endorse any predictions as to future
performance of the Common Shares.

ITEM 2.

APPROVAL OF ANNUAL ACCOUNTS

At the Annual Meeting, the shareholders will be asked to approve the
Dutch Statutory Annual Accounts of the Company for the fiscal year ending
December 31, 1997 (the "Annual Accounts"), as required under Dutch law and the
Articles of Association. In accordance with Article 408 of the Dutch Civil Code,
the Annual Accounts are the annual accounts of the Company and its participation
and do not represent the consolidated accounts of the Company and all of its
subsidiaries as presented in the Consolidated Financial Statements contained in
the Annual Report of the Company for the year ending December 31, 1997.

The affirmative vote of the holders of a majority of the Common Shares
present or represented by proxy and entitled to vote at the Annual Meeting is
required to adopt the Annual Accounts.

THE SUPERVISORY BOARD RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
ADOPTION OF THE ANNUAL ACCOUNTS, AND PROXIES EXECUTED AND RETURNED WILL BE SO
VOTED UNLESS CONTRARY INSTRUCTIONS ARE INDICATED THEREON.

-11-
<PAGE> 14

ITEM 3.

EXTENSION OF AUTHORITY OF MANAGEMENT BOARD
TO REPURCHASE SHARES OF THE SHARE CAPITAL OF THE COMPANY
UNTIL NOVEMBER 28, 1999 AT A PRICE OF NOT MORE THAN $200.00 PER SHARE

Under Dutch law and the current Articles of Association, the Company
may, subject to certain Dutch statutory provisions, repurchase up to 10% of the
Company's outstanding share capital in open market purchases at any price not to
exceed $50.00 or its equivalent in other currencies. Any such purchases are
subject to the approval of the Supervisory Board and the authorization of
shareholders at the annual meeting of shareholders, which authorization may not
continue for more than 18 months. At the 1997 annual meeting of shareholders,
the shareholders authorized such repurchases until November 28, 1998.

At the Annual Meeting, the shareholders will be asked to approve a
further extension of this authority for an additional eighteen-month period from
the date of the Annual Meeting until November 28, 1999 and to increase the
price at which shares of the Company can be repurchased from $50.00 to $200.00.
Since the initial public offering, after giving effect to the 2 for 1 stock
split in December 1997, the stock price has more than quadrupled. Thus the Board
of Supervisory Directors desires to have the flexibility to repurchase shares if
it so chooses if the stock price were to increase above the $50.00 level.

The affirmative vote of the holders of a majority of the Common Shares
present or represented by proxy and entitled to vote at the Annual Meeting is
required to extend the authorization of the Management Board to repurchase up to
10% of the outstanding share capital of the Company for an additional
eighteen-month period from the date of the Annual Meeting.

THE SUPERVISORY BOARD RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
EXTENSION OF THE AUTHORITY OF THE MANAGEMENT BOARD TO REPURCHASE UP TO 10% OF
THE OUTSTANDING SHARE CAPITAL OF THE COMPANY UNTIL NOVEMBER 28, 1999, AND
PROXIES EXECUTED AND RETURNED WILL BE SO VOTED UNLESS CONTRARY INSTRUCTIONS ARE
INDICATED THEREON.

ITEM 4.

EXTENSION OF AUTHORITY OF SUPERVISORY BOARD
TO ISSUE SHARES OF THE SHARE CAPITAL OF THE COMPANY UNTIL MAY 28,2003

Under Dutch law and the Articles of Association, the Supervisory Board
has the power to issue shares of the Company's share capital if and insofar as
the Supervisory Board has been designated at the annual meeting of shareholders
as the authorized body for this purpose. A designation of the Supervisory Board
to issue shares may be effective for a specified period of up to five years and
may be renewed on an annual rolling basis. In connection with the initial public
offering of the Common Shares in September 1995, the shareholders authorized the
Supervisory Board to issue shares and/or rights on shares for five years. This
five-year period was set to expire on August 31, 2000. At the 1997 annual
meeting of shareholders, the shareholders extended the designation of the
Supervisory Board to issue common and/or preferred shares and/or to grant rights
(including options to purchase) on common and/or preferred shares until May 28,
2002.

At the Annual Meeting, the shareholders will be asked to approve a
further extension of this authority for a five-year period from the date of the
Annual Meeting until May 28, 2003.

The affirmative vote of the holders of a majority of the Common Shares
present or represented by proxy and entitled to vote at the Annual Meeting is
required to extend the authority of the Supervisory Board to issue and/or to
grant rights (including options to purchase) on common and/or preferred shares
of the Company for a five-year period from the date of the Annual Meeting.

THE SUPERVISORY BOARD RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
EXTENSION OF THE AUTHORITY OF THE SUPERVISORY BOARD TO ISSUE AND/OR TO GRANT
RIGHTS (INCLUDING OPTIONS TO PURCHASE) ON COMMON AND/OR PREFERRED SHARES OF THE
COMPANY UNTIL MAY 28, 2003, AND PROXIES EXECUTED AND RETURNED WILL BE SO VOTED
UNLESS CONTRARY INSTRUCTIONS ARE INDICATED THEREON.

-12-

<PAGE> 15

ITEM 5.

EXTENSION OF AUTHORITY OF SUPERVISORY BOARD
TO LIMIT OR ELIMINATE PREEMPTIVE RIGHTS UNTIL MAY 28, 2003

Holders of Common Shares (other than employees of the Company and its
subsidiaries who are issued Common Shares pursuant to the exercise of options
granted under the 1995 Long-Term Incentive Plan or the Nonemployee Director
Plan) have a pro rata preemptive right of subscription to any Common Shares
issued for cash unless such right is limited or eliminated. Holders of Common
Shares have no pro rata preemptive subscription right with respect to any Common
Shares issued for consideration other than cash. If designated for this purpose
at the annual meeting of shareholders, the Supervisory Board has the power to
limit or eliminate such rights. A designation may be effective for up to five
years and may be renewed on an annual rolling basis. In connection with the
initial public offering of the Common Shares in September 1995, the shareholders
authorized the Supervisory Board for a five-year period to limit or eliminate
from time to time the preemptive rights of holders of Common Shares. This
five-year period was set to expire on August 31, 2000. At the 1997 annual
meeting of shareholders, the shareholders extended the authorization of the
Supervisory Board until May 28, 2002.

At the Annual Meeting, the shareholders will be asked to approve a
further extension of this authority for a five-year period from the date of the
Annual Meeting until May 28, 2003.

The affirmative vote of the holders of a majority of the Common Shares
present or represented by proxy and entitled to vote at the Annual Meeting is
required to extend the authority of the Supervisory Board to limit or eliminate
the preemptive rights of holders of Common Shares for a five-year period from
the date of the Annual Meeting.

THE SUPERVISORY BOARD RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
EXTENSION OF THE AUTHORITY OF THE SUPERVISORY BOARD TO LIMIT OR ELIMINATE
PREEMPTIVE RIGHTS OF HOLDERS OF COMMON SHARES UNTIL MAY 28, 2003, AND PROXIES
EXECUTED AND RETURNED WILL BE SO VOTED UNLESS CONTRARY INSTRUCTIONS ARE
INDICATED THEREON.

ITEM 6.

APPROVAL OF AN AMENDMENT TO ARTICLES OF ASSOCIATION
TO INCREASE AUTHORIZED COMMON SHARES

The Board of Supervisory Directors believes that it is desirable for
the shareholders to consider and act upon a proposal to amend the Company's
Articles of Association. Pursuant to the proposal, the currently authorized
common shares, par value $.03 NLG, will be increased from 30,000,000 to
100,000,000 common shares. In December 1997, the Board of Supervisory Directors
issued a two-for-one stock split to shareholders of record on December 1, 1997,
which resulted in an additional 12,039,803 shares issued to the shareholders.

Of the 30,000,000 currently authorized common shares, as of December
31, 1997, 24,703,621 were issued. Of the remaining 5,296,379 authorized common
shares, 1,785,000 were reserved for issuance in connection with the Company's
stock option plans.

Except for shares currently reserved as explained above, the Company
does not now have any present plan, understanding or agreement to issue
additional shares. However, the Board of Supervisory Directors believes that the
proposed increase in authorized common shares is desirable to enhance the
Company's flexibility in connection with possible future actions, such as stock
splits, stock dividends, corporate mergers and acquisitions, financings,
acquisitions of property, use in employee benefit plans, or other corporate
purposes. The Board of Supervisory Directors will determine whether, when, and
on what terms the issuance of common shares may be warranted in connection with
any of the foregoing purposes.

If the proposed amendment is approved, all or any of the authorized
common shares may be issued without further action by the shareholders and,
subject to restrictions imposed by Dutch law, without first offering such shares
to the stockholders for subscription. The issuance of common shares otherwise
than on a pro-rata basis to all holders of such stock would reduce the
proportionate interests of such stockholders.

-14-
<PAGE> 16

Pursuant to the proposal, the first sentence of Article 4 of
the Articles of Association will be amended to read as follows:

"The authorized share capital of the company amounts to three
million ninety thousand Dutch Guilders (3,090,000-NLG), divided into
one hundred million (100,000,000) common shares and three million
(3,000,000) preferred shares, each share with a par value of NLG .03
per share."

Other than increasing the authorized common shares from 30,000,000 to
100,000,000, the proposed amendment in no way changes the Articles of
Association.

The Management Board and the Board of Supervisory Directors have
unanimously adopted resolutions setting forth the proposed amendment to the
Articles of Association, declaring its advisability and directing that the
proposed amendment be submitted to the shareholders for their approval at the
Annual Meeting on May 28, 1998.

The affirmative vote of two-thirds of the votes present or represented
by proxy and entitled to vote at the Annual Meeting and representing more than a
majority of the issued shares is required to adopt the amendment to the Articles
of Association to increase the authorized shares.

THE BOARD OF SUPERVISORY DIRECTORS RECOMMENDS A VOTE "FOR" THE ABOVE
PROPOSAL.

ITEM 7.

PROPOSAL TO APPROVE AN AMENDMENT TO THE ARTICLES OF ASSOCIATION
TO ALLOW FOR DIVIDENDS OTHERWISE THAN IN CASH TO BE AUTHORIZED
BY THE BOARD OF SUPERVISORY DIRECTORS

The Articles of Association, as currently in effect, require that
dividends otherwise than in cash be approved at a general meeting of the
shareholders. The Board of Supervisory Directors may in the future desire to
issue stock dividends to the shareholders without the time and expense involved
in calling a general meeting of the shareholders. To allow for this flexibility,
the Management Board and the Board of Supervisory Directors have unanimously
adopted resolutions to amend the Articles of Association and directing that the
proposed amendment be submitted to the stockholders for their approval at the
Annual Meeting.

Pursuant to the proposed amendment, Article 25, paragraph 6, would be
amended to read as follows:

"With due observance of the provisions in paragraph 4 of
article 2:105 of the (Dutch) Civil Code and in paragraph 4 of this
article, the board of supervisory directors may resolve that an interim
dividend shall be paid. The board of supervisory directors may resolve
that these interim dividends shall wholly or partly be paid otherwise
than in cash."

THE BOARD OF SUPERVISORY DIRECTORS RECOMMENDS A VOTE "FOR" THE ABOVE
PROPOSAL.

ITEM 8.

PROPOSAL TO RATIFY AND APPROVE AN INTERIM DIVIDEND TO SATISFY ANY DEBTS
OTHERWISE OWED BY THE SHAREHOLDERS IN CONNECTION WITH
THE STOCK SPLIT EFFECTED IN DECEMBER 1997

In November, 1997, the Supervisory Board authorized a 2-for-1 stock
split to shareholders of record of the Company on December 16, 1997. Under U.S.
law, this action would normally take the effect of a stock dividend to the
shareholders. Currently, the Articles of Association provide that a stock
dividend may be effected only upon approval by the shareholders at a meeting. As
indicated in Item 7 above, the Company is proposing to amend the Articles of

-14-
<PAGE> 17

Association to delete this requirement under Dutch law. Rather than hold a
general meeting, the stock split was effected through the issuance of shares to
a subsidiary and a distribution by the subsidiary of common shares to the
shareholders. The structure normally would require the shareholders to pay up
the par value of the shares. However, this obligation was ratified by Core Labs
International B.V. for the shareholders, which technically then allowed such
entity to have a claim for the amount of the obligation against the
shareholders. These claims were later assigned to the Company. The Supervisory
Board has adopted resolutions approving an interim dividend to the shareholders
that will be used to offset this claim. Accordingly, no cash will be received by
the shareholders by virtue of the dividend and there will be no tax effect on
the shareholders. In the future, if the amendment to the Articles of Association
are approved as set forth under Item 7, stock dividends may be issued upon
approval of the Board of Supervisory Directors without a general meeting.

The affirmative vote of two-thirds of the votes present or represented
by proxy and entitled to vote at the Annual Meeting and representing more than a
majority of the issued shares is required to approve an interim dividend to
satisfy any debts otherwise owed by the shareholders in connection with the
stock split effected in December 1997.

THE BOARD OF SUPERVISORY DIRECTORS RECOMMENDS A VOTE "FOR" THE ABOVE
PROPOSAL.

ITEM 9.

RATIFICATION OF APPOINTMENT OF ARTHUR ANDERSEN LLP
AS INDEPENDENT PUBLIC AUDITORS OF THE COMPANY FOR 1998

The Supervisory Board has appointed the firm of Arthur Andersen LLP as
the Company's independent public auditors for the year ending December 31, 1998,
subject to ratification by the shareholders. Arthur Andersen LLP has acted as
the Company's auditors since inception. Representatives of Arthur Andersen LLP
are not expected to be present at the Annual Meeting.

The affirmative vote of holders of a majority of the Common Shares
present or represented by proxy and entitled to vote at the Annual Meeting is
required to ratify the appointment of Arthur Andersen LLP as the Company's
independent public auditors for 1998.

THE SUPERVISORY BOARD RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
RATIFICATION OF ARTHUR ANDERSEN LLP'S APPOINTMENT AS THE COMPANY'S INDEPENDENT
PUBLIC AUDITORS FOR 1998, AND PROXIES EXECUTED AND RETURNED WILL BE SO VOTED
UNLESS CONTRARY INSTRUCTIONS ARE INDICATED THEREON.

ITEM 10.

OTHER MATTERS

The Supervisory Board does not know of any other matters that are to be
presented for action at the Annual Meeting. However, if any other matters
properly come before the Annual Meeting or any adjournment(s) thereof, it is
intended that the enclosed proxy will be voted in accordance with the judgment
of the persons voting the proxy.

-15-

<PAGE> 18

SHAREHOLDER PROPOSALS

Any proposal of a shareholder intended to be presented at the 1999
Annual Meeting of Shareholders must be received at the Company's principal
executive offices no later than December 28, 1998 if the proposal is to be
considered for inclusion in the Company's proxy statement relating to such
meeting.

By Order of the Board of Supervisory Directors

Jacobus Schouten
Supervisory Director

Amsterdam, The Netherlands
April 30, 1998

-16-
<PAGE> 19

CORE LABORATORIES N.V. ANNUAL MEETING TO BE HELD ON 05/29/98 CORE LABORATORIES N.V.
FOR HOLDERS AS OF 06/06/97 *ISSUER CONFIRMATION COPY-INFO ONLY* 05/29/97 1341 ITEM(S)
[ ]-0001 THIS FORM IS PROVIDED FOR INFORMATIONAL 2375816 SHARE(S)
PURPOSES ONLY. PLEASE DO NOT USE IT FOR
VOTING PURPOSES. DIRECTORS
MARK "X" FOR ONLY ONE BOX
CUSIP: N22717107
CONTROL NO.

DIRECTORS
- ---------
<S> <C> <C> <C>
DIRECTORS RECOMMENDED: A VOTE FOR ELECTION OF THE FOLLOWING DIRECTORS 1 [ ] FOR ALL NOMINEES
1 - BOB G. AGNEW, JACOBUS SCHOUTEN, JAMES A. READ, JOSEPH R. PERNA,
DAVID M. DEMSHUR, TIMOTHY J. PROBERT, RICHARD L. BERGMARK, [ ] WITHHOLD ALL NOMINEES
STEPHEN D. WEINROTH.
[ ] WITHHOLD AUTHORITY TO VOTE FOR
ANY INDIVIDUAL NOMINEE. WRITE
NUMBER(S) OF NOMINEES(S) BELOW.

USE NUMBER ONLY_____________________
DIRECTORS
PROPOSAL(S) RECOMMEND FOR AGAINST ABSTAIN
- ---------- ---------

2 - APPROVAL OF ANNUAL ACCOUNTS. FOR 2 [ ] [ ] [ ]
PLEASE INDICATE YOUR PROPOSAL SELECTION
BY PLACING AN "X" IN THE APPROPRIATE
NUMBERED BOX WITH BLUE OR BLACK INK
ONLY. [ X ]

3 - APPROVAL OF EXTENSION OF AUTHORITY OF MANAGEMENT BOARD TO FOR 3 [ ] [ ] [ ]
REPURCHASE UP TO 10% OF THE OUTSTANDING SHARE CAPITAL OF THE SEE VOTING INSTRUCTION NO. 3 ON REVERSE
COMPANY UNTIL NOVEMBER 28, 1999, AT A PRICE OF NOT MORE THAN [ DO NOT USE ] ACCOUNT NO:
$200 PER SHARE.

FOR AGAINST ABSTAIN
4 - APPROVAL OF EXTENSION OF AUTHORITY OF SUPERVISORY BOARD TO FOR 4 [ ] [ ] [ ]
ISSUE AND/OR TO GRANT RIGHTS (INCLUDING OPTIONS TO PURCHASE) ON CUSIP: N22717107
COMMON AND/OR PREFERRED SHARES OF THE COMPANY UNTIL MAY 28, 2002. [ DO NOT USE ] CONTROL NO.
[ DO NOT USE ] CLIENT NO:
PLACE "X" HERE IF YOU PLAN TO VOTE
YOUR SHARES AT THE MEETING

[ADP LOGO]

FOR AGAINST ABSTAIN
5 - APPROVAL OF EXTENSION OF AUTHORITY OF SUPERVISORY BOARD TO LIMIT FOR 5 [ ] [ ] [ ]
OR ELIMINATE PREEMPTIVE RIGHTS OF HOLDERS OF COMMON SHARES UNTIL
MAY 28, 2003. [ DO NOT USE ]

6 - APPROVAL OF AN AMENDMENT TO THE ARTICLES OF ASSOCIATION, AS FOR 6 [ ] [ ] [ ]
AMENDED, TO INCREASE THE AUTHORIZED SHARE CAPITAL OF THE COMPANY 57 MERCEDES WAY
FROM 30,000,000 COMMON SHARES TO 100,000,000 COMMON SHARES. EDGEWOOD NV 11217

FOR AGAINST ABSTAIN
7 - APPROVAL OF AN AMENDMENT TO THE ARTICLES OF ASSOCIATION, AS FOR 7 [ ] [ ] [ ]
AMENDED, TO PROVIDE THAT DIVIDENDS OTHERWISE THAN IN CASH MAY BE
AUTHORIZED BY THE SUPERVISORY BOARD.

8 - APPROVE AN INTERIM DIVIDEND AUTHORIZED BY THE SUPERVISORY BOARD FOR 8 [ ] [ ] [ ]
TO SATISFY AMOUNTS OTHERWISE OWED BY THE SHAREHOLDERS UNDER THE LAWS
OF THE NETHERLANDS FOR THE STOCK SPLIT EFFECTED IN DECEMBER 1997. [ DO NOT USE ]

9 - RATIFICATION OF APPOINTMENT OF ARTHUR ANDERSEN LLP AS FOR 9 [ ] [ ] [ ]
INDEPENDENT PUBLIC AUDITORS OF THE COMPANY FOR 1997.
*NOTE* SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE [ DO NOT USE ]
MEETING OR ANY ADJOURNMENT THEREOF

*NOTE* TIME OF MEETING: 10:00 A.M., ROTTERMAN, THE NETHERLANDS [ DO NOT USE ]
CORE LABORTORIES N.V.
5295 HOLLISTER ROAD
HOUSTON, TX 77048
ATTN: JOHN BENSON

[ DO NOT USE ]

,
--------------------------------- ------- ---
SIGNATURES: DATE

</TABLE>
<PAGE> 20
VOTING INSTRUCTIONS

TO OUR CLIENTS:

WE HAVE BEEN REQUESTED TO FORWARD TO YOU THE ENCLOSED PROXY MATERIAL RELATIVE TO
SECURITIES HELD BY US IN YOUR ACCOUNT BUT NOT REGISTERED IN YOUR NAME. SUCH
SECURITIES CAN BE VOTED ONLY BY US AS THE HOLDER OF RECORD. WE SHALL BE PLEASED
TO VOTE YOUR SECURITIES IN ACCORDANCE WITH YOUR WISHES, IF YOU WILL EXECUTE THE
FORM AND RETURN IT TO US PROMPTLY IN THE ENCLOSED BUSINESS REPLY ENVELOPE. IT IS
UNDERSTOOD THAT IF YOU SIGN WITHOUT OTHERWISE MARKING THE FORM, THE SECURITIES
WILL BE VOTED AS RECOMMENDED BY THE BOARD OF DIRECTORS ON ALL MATTERS TO BE
CONSIDERED AT THE MEETING.

FOR THIS MEETING, THE EXTENT OF OUR AUTHORITY TO VOTE YOUR SECURITIES IN THE
ABSENCE OF YOUR INSTRUCTIONS CAN BE DETERMINED BY REFERRING TO THE APPLICABLE
VOTING INSTRUCTION NUMBER INDICATED ON THE FACE OF YOUR FORM.

VOTING INSTRUCTION NUMBER 1 -

WE URGE YOU TO SEND IN YOUR INSTRUCTIONS SO THAT WE MAY VOTE YOUR SECURITIES IN
ACCORDANCE WITH YOUR WISHES. HOWEVER, THE RULES OF THE NEW YORK STOCK EXCHANGE
PROVIDE THAT IF INSTRUCTIONS ARE NOT RECEIVED FROM YOU PRIOR TO THE ISSUANCE OF
THE FIRST VOTE, THE PROXY MAY BE GIVEN AT DISCRETION BY THE HOLDER OF RECORD OF
THE SECURITIES (ON THE TENTH DAY, IF THE PROXY MATERIAL WAS MAILED AT LEAST 15
DAYS PRIOR TO THE MEETING DATE. ON THE FIFTEENTH DAY IF PROXY MATERIAL WAS
MAILED 25 DAYS OR MORE PRIOR TO THE MEETING DATE). IF YOU ARE UNABLE TO
COMMUNICATE WITH US BY SUCH DATE, WE WILL NEVERTHELESS FOLLOW YOUR INSTRUCTIONS,
EVEN IF OUR DISCRETIONARY VOTE HAS ALREADY BEEN GIVEN, PROVIDED YOUR
INSTRUCTIONS ARE RECEIVED PRIOR TO THE MEETING DATE.

VOTING INSTRUCTION NUMBER 2 -

WE WISH TO CALL YOUR ATTENTION TO THE FACT THAT UNDER THE RULES OF THE NEW YORK
STOCK EXCHANGE. WE CANNOT VOTE YOUR SECURITIES ON ONE OR MORE OF THE MATTERS TO
BE ACTED UPON AT THE MEETING WITHOUT YOUR SPECIFIC VOTING INSTRUCTIONS.

IF WE DO NOT HEAR FROM YOU PRIOR TO THE ISSUANCE OF THE FIRST VOTE, WE MAY VOTE
YOUR SECURITIES IN OUR DISCRETION TO THE EXTENT PERMITTED BY THE RULES OF THE
EXCHANGE (ON THE TENTH DAY, IF THE PROXY MATERIAL WAS MAILED AT LEAST 15 DAYS
PRIOR TO THE MEETING DATE. ON THE FIFTEENTH DAY IF THE PROXY MATERIAL WAS MAILED
25 DAYS OR MORE PRIOR TO THE MEETING DATE). IF YOU ARE UNABLE TO COMMUNICATE
WITH US BY SUCH DATE, WE WILL NEVERTHELESS FOLLOW YOUR VOTING INSTRUCTIONS.
EVEN IF OUR DISCRETIONARY VOTE HAS ALREADY BEEN GIVEN, PROVIDED YOUR
INSTRUCTIONS ARE RECEIVED PRIOR TO THE MEETING DATE.

VOTING INSTRUCTION NUMBER 3 -

IN ORDER FOR YOUR SECURITIES TO BE REPRESENTED AT THE MEETING, IT WILL BE
NECESSARY FOR US TO HAVE YOUR SPECIFIC VOTING INSTRUCTIONS. PLEASE DATE, SIGN,
AND RETURN YOUR VOTING INSTRUCTIONS TO US PROMPTLY IN THE RETURN ENVELOPE
PROVIDED.

VOTING INSTRUCTION NUMBER 4 REMINDER - WE HAVE PREVIOUSLY SENT YOU PROXY
SOLICITING MATERIAL PERTAINING TO THE MEETING OF SHAREHOLDERS OF THE COMPANY
INDICATED.

ACCORDING TO OUR LATEST RECORDS, WE HAVE NOT AS YET RECEIVED YOUR VOTING
INSTRUCTION ON THE MATTERS TO BE CONSIDERED AT THIS MEETING AND THE COMPANY HAS
REQUESTED US TO COMMUNICATE WITH YOU IN AN ENDEAVOR TO HAVE YOUR SECURITIES
VOTED.

THE VOTING INSTRUCTIONS REQUEST PERTAINS TO SECURITIES CARRIED BY US IN YOUR
ACCOUNT BUT NOT REGISTERED IN YOUR NAME. SUCH SECURITIES CAN BE VOTED ONLY BY US
AS THE HOLDER OF RECORD OF THE SECURITIES.

PLEASE DATE, SIGN AND RETURN YOUR VOTING INSTRUCTIONS TO US PROMPTLY IN THE
RETURN ENVELOPE PROVIDED.

- --------------------------------------------------------------------------------

SHOULD YOU WISH TO ATTEND THE MEETING AND VOTE IN PERSON, PLEASE CHECK THE BOX
ON THE FRONT OF THE FORM FOR THIS PURPOSE. A LEGAL PROXY COVERING YOUR
SECURITIES WILL BE ISSUED TO YOU.

Please ensure you fold then detach and retain this portion of the
Voting Instruction Form