CORE LABORATORIES N V, PRE 14A, 2000-03-17

CORE LABORATORIES N V
PRE 14A, 2000-03-17
OIL & GAS FIELD SERVICES, NEC

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================================================================================

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

SCHEDULE 14A
SCHEDULE 14A INFORMATION

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

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

Filed by 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 Rules
14a-6(e)(2) and 14c-5(d)(2))
[ ] Definitive Proxy/Information Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

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

Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
[ ] 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.

================================================================================

<PAGE> 2

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

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 28, 2000
---------------

To The Shareholders:

The 2000 Annual Meeting of the Shareholders of Core Laboratories N.V.
(the "Company"), a limited liability company organized under the laws of The
Netherlands, will be held at the law offices of Nauta Dutilh, Weena 750, 3014 DA
Rotterdam, The Netherlands, on Friday, April 28, 2000 at 10:00 a.m., local time,
for the following purposes:

1. To elect ten members to the Board of Supervisory Directors, consisting
of four Class I Supervisory Directors, three Class II Supervisory
Directors and three Class III Supervisory Directors, to serve until the
annual meeting of shareholders in 2003, 2002 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 ended December 31, 1999;

3. To approve the extension of the authority of the Management Board of
the Company to repurchase up to 10% of the outstanding share capital of
the Company until October 27, 2001;

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 April 27, 2005;

5. To approve the extension of the authority of the Supervisory Board to
limit or exclude the preemptive rights of the holders of the common
shares of the Company until April 27, 2005;

6. To amend the Company's 1995 Long-Term Incentive Plan to increase the
number of common shares available for issuance under the plan by an
aggregate of 2,500,000 shares;

7. To amend the Company's 1995 Nonemployee Director Stock Option Plan to
increase the number of common shares available for issuance under the
plan by an aggregate of 500,000 shares;

8. To ratify and approve the appointment of Arthur Andersen LLP as the
Company's independent public accountants for the fiscal year ending
December 31, 2000; and

9. 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 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

March ___, 2000
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 2000 Annual Meeting of the Shareholders of the
Company (the "Annual Meeting") to be held at the law office of Nauta Dutilh,
Weena 750, 3014 DA Rotterdam, The Netherlands, on Friday, April 28, 2000 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 March 20, 2000, the record date for the
determination of shareholders entitled to notice of and to vote at the Annual
Meeting, there were 30,515,616 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 March ___, 2000.

ITEM 1

ELECTION OF SUPERVISORY DIRECTORS

The articles of association of the Company 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

<PAGE> 4

terms of office of which are scheduled to expire on the dates of the annual
meeting of shareholders in 2003, 2002 and 2001, respectively.

During 1999, the Supervisory Board consisted of eight directors. This
year, one of the Supervisory Directors, Mr. James A. Read, is not standing for
reelection and the Supervisory Board is proposing three new independent
Supervisory Directors for election to the Supervisory Board. Accordingly, the
Supervisory Board will consist of ten Supervisory Directors upon their election
at the Annual Meeting. Four of the nominees (David M. Demshur, Rene R. Joyce,
Timothy J. Probert and Jacobus Schouten) will be elected as Class I Supervisory
Directors for a term expiring 2003, three of the nominees (Bob G. Agnew, D. John
Ogren and Joseph R. Perna) will be elected as Class II Supervisory Directors for
a term expiring 2002 and three of the nominees (Richard L. Bergmark, Alexander
Vriesendorp 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 except Mr. Joyce, Mr.
Ogren and Mr. Vriesendorp 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 2003)

NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
David M Demshur ......... 45 President, Chief Executive Officer
and Supervisory Director

Rene R. Joyce ........... 52 Supervisory Director

Timothy J. Probert ...... 48 Supervisory Director

Jacobus Schouten ........ 45 Supervisory Director
</TABLE>

<PAGE> 5

CLASS II SUPERVISORY DIRECTORS
(TERM EXPIRES 2002)

NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
Bob G. Agnew ............ 69 Supervisory Director

D. John Ogren ........... 56 Supervisory Director

Joseph R. Perna ......... 56 Supervisory Director
</TABLE>

CLASS III SUPERVISORY DIRECTORS
(TERM EXPIRES 2001)

NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
Richard L. Bergmark ............... 46 Executive Vice President, Treasurer
and Supervisory Director

Alexander Vriesendorp ............. 47 Supervisory Director

Stephen D. Weinroth ............... 61 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 , until his retirement in 1994, was 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. From 1994 until 1999, he served as Chief Financial Officer of the
Company and in 1999 he was appointed Executive Vice President. Mr. Bergmark
presently serves as Executive Vice President, 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 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.

Rene R. Joyce served as President of Energy Services of Coral Energy,
LLC from its acquisition by Shell Oil Company in 1998 until his retirement at
the end of 1999. From 1980 until 1998, Mr. Joyce served as President of the
operating companies of Tejas Gas Corporation, Coral's predecessor, and a New
York Stock Exchange ("NYSE") listed company. Mr. Joyce is a member of the
Louisiana State Bar Association and recently served on the Boards of the
Southern Gas Association and Shell CO2 Company Ltd. He is also a member of other
industry associations.

D. John Ogren served as the President of Production Operators, Inc.
from 1994 until 1999. Production Operators was listed on the Nasdaq Stock
Market prior to its acquisition by Camco Int. in 1997 and Schlumberger's
acquisition of Camco Int. in 1998. From 1992 until 1994, Mr. Ogren served as
Senior Vice President of Conoco Inc. Mr. Ogren

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<PAGE> 6

is currently a director of Visual Intelligence Systems, Inc. and an Advisory
Director of Intrepid Energy (U.K.) Ltd. He is a member of the Society of
Petroleum Engineers and is a registered professional engineer.

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 Input/Output, Inc.
since March 2000. From September 1995 until December 1999, Mr. Probert served as
President of Baker Hughes Inteq (a business unit of Baker Hughes Inc., a
diversified oil service company ("Baker Hughes")) and Vice President of Baker
Hughes from March 1994 until December 1999. 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.

Jacobus Schouten has been an executive officer of First Britannia since
1989. Mr. Schouten has served as 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.

Alexander Vriesendorp has been a principal since 1996 of Shamrock
Partners B.V. which serves as the manager for the Vreedenlust venture capital
funds. Since 1998, Mr. Vriesendorp has served as Chief Executive Officer of RMI
Holland B.V. in The Netherlands. From 1991 until 1995, he served as Chief
Executive Officer of the Nienhuis Group in The Netherlands. Mr. Vriesendorp
serves on the Supervisory Boards of various European companies. He is also a
member of the board of the Leiden University Fund.

Stephen D. Weinroth is a Partner of Andersen, Weinroth & Co., L.P., an
investment firm, and a managing director of First Britannia Mezzanine N.V.
("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 currently are David M. Demshur,
Monty L. Davis, Richard L. Bergmark, John D. Denson and Randall D. Keys.
Biographical information regarding Messrs. Demshur and Bergmark is set forth
above. The following biography describes the business experience of the
remaining executive officers. The executive officers are not Managing Directors
of the Company for purposes of Dutch law.

Monty L. Davis, who is 45 years of age, joined Western Atlas in 1977
holding various management positions including Atlas Wireline Division Financial
Controller for Europe, Africa and the Middle East, Core Laboratories N.V.
Division Vice President of Finance, and Atlas Wireline Division Vice President
of Finance and Administration. In 1993, Mr. Davis joined Bovar Inc. of Calgary,
Canada, as Chief Financial Officer, then Chief Operating Officer, and in 1995
President and Chief Executive Officer. Mr. Davis joined the Company as Senior
Vice President in 1998, and subsequently was promoted to Chief Operating
Officer.

John D. Denson joined Western Atlas as Division Counsel in 1992, with
responsibility for the Core Laboratories division. Mr. Denson, who is 42 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.

Randall D. Keys, who is 40 years of age, joined the Company as Chief
Financial Officer in July 1999, upon its acquisition of Coherence Technology
Company, Inc., where he had served as Chief Financial Officer since 1998. During
1998, Mr. Keys served as Chief Financial Officer of Consolidated Graphics, Inc.,
a NYSE-listed printing company. From 1997 to 1998, Mr. Keys was Chief Financial
Officer of 3DX Technologies, Inc. a NASDAQ-listed

4
<PAGE> 7

seismic technology company and from 1994 to 1997 Mr. Keys was Treasurer for
Norcen Explorer, Inc., a Canadian-based exploration and production company. Mr.
Keys is a certified public accountant.

SECURITY OWNERSHIP BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The table below sets forth certain information, as of December 31,
1999, with respect to the Common Shares beneficially owned by (a) each person
known by the Company to own beneficially five percent or more of the Common
Shares, (b) each Supervisory Director and nominee for Supervisory Director, (c)
each of the executive officers and (d) all Supervisory Directors, nominees for
Supervisory Director and executive officers as a group.

COMMON SHARES OF PERCENTAGE OF
CORE LABORATORIES N.V. COMMON SHARES
NAME OF BENEFICIAL OWNER (1) BENEFICIALLY OWNED OUTSTANDING
- ----------------------------------------------------------- ------------------------- -------------------------
<S> <C> <C>
First Britannia Mezzanine N.V. (2) ......................... 4,202,534 13.8%
Lord, Abbett & Co. (3) ..................................... 2,190,520 7.2%
Franklin Resource, Inc. (4) ................................ 1,726,800 5.7%
Stephen D. Weinroth ** (5) ................................. 441,500 1.5%
David M. Demshur ** ........................................ 319,113 1.1%
Richard l. Bergmark ** ..................................... 197,219 *
Joseph R. Perna ** ......................................... 116,744 *
John D. Denson ** .......................................... 54,909 *
Timothy J. Probert ** ...................................... 25,000 *
Bob G. Agnew ** ............................................ 24,600 *
Rene R. Joyce .............................................. 20,000 *
Monty L. Davis ** .......................................... 19,012 *
Randall D. Keys ............................................ 1,309 *
D. John Ogren .............................................. 1,000 *
Jacobus Schouten ........................................... -- *
Alexander Vriesendorp ...................................... -- *
All Supervisory Directors, nominees for Supervisory
Director and executive officers as a group ................. 1,220,406 4.0%
</TABLE>

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

* Represents less than 1%.
** Includes the following shares which may be acquired within 60 days through
the exercise of stock options: Mr. Weinroth, 44,000; Mr. Demshur, 88,750;
Mr. Bergmark, 102,000; Mr. Perna, 10,000; Mr. Denson, 33,000; Mr. Probert,
24,000; Mr. Agnew, 24,000; Mr. Davis, 15,000; Mr. Keys, 718.

(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 Schedule 13G dated February 2, 2000. The business address of
Lord, Abbett & Co. is 90 Hudson Street, Jersey City, NJ 07302.

(4) As reported on the Schedule 13G/A dated January 20, 2000, the shares
reported by Franklin Resource, Inc. ("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 Resource. 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 777
Mariners Island Blvd, San Mateo, CA 94404.

<PAGE> 8

(5) 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 are Messrs. Agnew and Weinroth. The Audit Committee's functions include
making recommendations concerning the engagement of independent accountants,
reviewing with the independent accountants the plan and results of the auditing
engagement, approving professional services provided by the independent
accountants 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. Perna, Probert
and Weinroth. The Compensation Committee's functions include a general review of
the Company's compensation and benefit plans to ensure that they are properly
resigned to meet corporate objectives. The Compensation Committee reviews the
Chief Executive Officer's recommendations on (a) compensation of the senior
executive officers of the Company, (b) granting of awards under the Company's
stock option and other benefit plans and (c) adopting and changing major
compensation policies and practices of the Company. 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 oversees the Company's 1995 Long-Term Incentive
Plan, as amended (the "Incentive Plan") and the 1995 Nonemployee Directors Stock
Option Plan, as amended (the "Nonemployee Director Plan").

INFORMATION REGARDING MEETINGS

The Supervisory Board held four meetings in 1999, the Audit Committee
held two meetings in 1999 and the Compensation Committee held two meetings in
1999. 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 Mr. Read, who attended no meetings.

DIRECTOR COMPENSATION

Each Supervisory Director who is not a full-time employee of the
Company is paid (a) an annual retainer of $24,000, payable semiannually in
arrears, (b) $1,000 per meeting of the Supervisory Board at which such
individual is present in person, (c) $750 per meeting of any committee thereof
at which such individual is present in person, (d) an additional $500 per
meeting for each committee meeting for which the individual is chairperson and
(e) 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 Nonemployee Director Plan provides for the issuance of up to
200,000 Common Shares to eligible Supervisory Directors of the Company. As of
March 16, 2000, options exercisable for substantially all the approved amount of
200,000 Common Shares had been issued or awarded pursuant to the Nonemployee
Director Plan since 1995. If the amendment to the Nonemployee Director Plan
proposed in Item 7 is approved by the requisite number of shareholders, an
additional 500,000 Common Shares will be available for issuance to eligible
Supervisory Directors. Under the Nonemployee Director Plan, each eligible
director is generally granted an option to acquire 1,000 Common Shares on the
date such individual first becomes an eligible director. In addition, an option
to acquire 10,000 Common Shares will be granted yearly to each nonemployee
Supervisory Director and an option to acquire 20,000 Common Shares will be
granted to the Chairman of the Supervisory Board on the first date in the
calendar year set by the Supervisory Board for the issuance of stock options to
more than 10 employees under the Company's 1995 Long-Term

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<PAGE> 9

Incentive Plan. The options will be exercisable for a period of up to ten years
and will vest one year following the date of grant. The exercise price of
options granted under the Nonemployee Director Plan equals the market price of
the Common Shares on the date of grant.

EXECUTIVE COMPENSATION

The following table summarizes, with respect to the Company's Chief
Executive Officer and each of the four other most highly compensated executive
officers whose salary and bonus compensation from the Company exceeded $100,000
in 1999 (collectively, the "Named Executive Officers"), certain information
relating to the compensation earned for services rendered in all capacities
during fiscal years 1997 through 1999.

SUMMARY COMPENSATION TABLE

LONG-TERM
COMPENSATION
-------------------
SECURITIES
ANNUAL COMPENSATION (1) UNDERLYING
FISCAL -------------------------------- OPTIONS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS (NUMBER) COMPENSATION (2)
--------------------------- ---------- --------------- -------------- ------------------- ----------------
<S> <C> <C> <C> <C> <C>
David M. Demshur, President and
Chief Executive Officer ............. 1999 $ 400,000 $ 65,000 80,000 $ 16,150
1998 317,539 230,000 35,000 21,583
1997 246,529 252,800 55,000 16,431

Richard L. Bergmark, Executive Vice
President and Treasurer ............. 1999 $ 222,019 $ 30,000 40,000 $ 16,150
1998 196,846 94,886 20,000 20,874
1997 171,019 130,300 96,000 15,428

Monty L. Davis, Chief Operating
Officer and Senior Vice President ... 1999 $ 214,039 $ 45,000 40,000 $ 18,317
1998 145,730 90,573 30,000 17,592

John D. Denson, Vice President,
General Counsel and Secretary ....... 1999 $ 184,039 $ 25,000 25,000 $ 17,632
1998 156,692 51,750 10,000 21,876
1997 128,026 64,600 16,000 15,418

Randall D. Keys, Chief Financial
Officer (3) ......................... 1999 $ 128,385 $ 20,000 10,000 $ 6,948
1998 12,769 -- 2,875 --
</TABLE>

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

(1) During the years ending December 31, 1997, 1998 and 1999, 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 contributions by the Company through
its retirement plans, amounts paid under certain insurance plans and a
transportation allowance.

(3) Includes amounts paid by Coherence Technology Company, Inc. ("Coherence")
which was acquired by the Company in July 1999. Mr. Keys joined Coherence
in November 1998.

<PAGE> 10

STOCK OPTION GRANTS

The following table sets forth certain information with respect to
stock option grants made to the Named Executive Officers during 1999 under the
Incentive Plan.

OPTION GRANTS IN LAST FISCAL YEAR POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
------------------------------------------- ANNUAL RATE
NUMBER OF % OF TOTAL OF STOCK PRICE
SECURITIES OPTIONS APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OF OPTION TERM (1)
OPTIONS EMPLOYEES BASE PRICE --------------------
NAME GRANTED IN 1999 ($/SH) EXPIRATION DATE 5% 10%
---- ---------- ---------- ----------- --------------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
David M. Demshur ........ 80,000 12.1 13.0625 April 7, 2009 1,702,195 2,710,461
Richard L. Bergmark ..... 40,000 6.0 13.0625 April 7, 2009 851,097 1,355,230
Monty L. Davis .......... 40,000 6.0 13.0625 April 7, 2009 851,097 1,355,230
John D. Denson .......... 25,000 3.8 13.0625 April 7, 2009 531,936 847,019
Randall D. Keys ......... 10,000 1.5 14.0000 July 1, 2009 228,045 363,124
</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 appreciates in value from the date of grant at the 5% and 10% annual
rates prescribed by the SEC and therefore is not intended to forecast
possible future appreciation, if any, of the price of Common Shares.

1999 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, 1999.

VALUE OF SECURITIES
SECURITIES UNDERLYING UNDERLYING UNEXERCISED
SHARES UNEXERCISED OPTIONS HELD AT OPTIONS HELD AT
ACQUIRED ON DECEMBER 31, 1999 DECEMBER 31, 1999 (1)
EXERCISE VALUE ----------------------------- -----------------------------
NAME OF OPTION REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------- -------------- ------------ -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
David M. Demshur ........ -- -- 66,250 133,750 $743,571 $806,479
Richard L. Bergmark ..... -- -- 73,000 103,00 834,737 843,807
Monty L. Davis .......... -- -- 7,500 62,500 11,018 304,312
John D. Denson .......... -- -- 26,500 40,500 316,928 272,307
Randall D. Keys ......... -- -- 718 12,157 -- 58,440
</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, 1999 was based on the average of the high and low sales prices
on the NYSE 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 of the Company to
file initial reports of ownership and reports of changes in ownership (Forms 3,
4, and 5) of Common Shares with the SEC and the NYSE. 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.

To the Company's knowledge based solely on its review of the copies of
such reports received by it and on written representations by certain reporting
persons that no reports on Form 5 were required, the Company believes that

8
<PAGE> 11

during the fiscal year ending December 31, 1999, its Supervisory Directors,
executive officers and ten percent shareholders complied with the applicable
Section 16(a) filing requirements.

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 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. No shareholder subject to the Registration Rights Agreement
owns greater than 15% of the Company's outstanding Common Shares.

During the year ended December 31, 1999, the Company purchased computer
equipment and software development and implementation services totaling
$1,127,000 from a company whose sole owner is a family member of an officer of
the Company. Services under this arrangement were completed during the third
quarter of 1999 and there were no amounts outstanding as of December 31, 1999.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 1999, no executive officer served as (a) 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 (b) 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 (a) to oversee the
development of the compensation program for the Company's officers and
managerial employees, (b) to administer the incentive and stock option plans,
including approval of grants and awards under these plans and (c) to establish
the compensation program for the Chief Executive Officer and the other executive
officers. During 1999, the Compensation Committee was comprised of the following
Supervisory Directors, all of whom were non-employee Supervisory Directors of
the Company: Joseph R. Perna, Timothy J. Probert 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 are
expected to lead to an increase in shareholder value. The following objectives
guide the Compensation Committee in its deliberations:

<PAGE> 12

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 and its divisions 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 for executive
compensation are made to other oilfield service companies, adjusted for size and
job responsibilities. The companies used for market comparisons 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 with performance
results appropriate to each executive officer or manager. Variable incentive
awards and performance objectives are calibrated such that total compensation
will approximate the market 50th percentile when the Company's performance plans
are achieved and exceed the 50th percentile when the Company's performance plans
are exceeded.

Internal Revenue Code Section 162(m). Internal Revenue Code Section
162(m) 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."
The Compensation Committee will continue to monitor these issues 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 (a) the performance of
the Company as a whole and the division for which they have direct
responsibility and (b) their individual contributions to the Company's success.

<PAGE> 13

For 1999, corporate participants were measured on earnings before
interest and taxes ("EBIT") 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.

If budgeted performance is achieved, the resulting incentive awards, in
combination with base salary, are targeted at the 50th percentile of the market.
The actual corporate performance results and executive total cash compensation
levels for 1999 were below this level.

Supplemental Executive Retirement Plans. The Company has adopted the
Core Laboratories Supplemental Executive Retirement Plan (the "Group SERP"),
effective January 1, 1998, and as amended July 29, 1999, for the benefit of
certain key employees and outside directors of the Company. The Group SERP was
established to provide additional retirement income to the participants and
death benefits to the participants' designated beneficiaries as a reward for the
participants' contributions to the success and growth of the Company. The four
participants in the Group 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
retirement date and is paid in annual installments until the participant's
death. If a participant dies on or after his retirement date and prior to
receiving 15 annual installments of his retirement benefit, then the
participant's designated beneficiary is entitled to receive $250,000 each year
until such payments have been made for an aggregate of 15 years to both the
participant and such designated beneficiary. If the participant dies before his
retirement date, the designated beneficiary of the deceased participant is
entitled to receive $225,000 each year for 15 years. Each participant's benefit
under the Group SERP is fully vested and fully accrued. Benefits under the Group
SERP may be forfeited only in the event of a participant's termination for
cause.

The Company has also adopted the Core Laboratories Supplemental
Executive Retirement Plan for Monty L. Davis and the Core Laboratories
Supplemental Executive Retirement Plan for John D. Denson , each as amended and
effective January 1, 1999 (the "Individual SERPs"). The Individual SERPs were
established to provide additional retirement income for Mr. Davis and Mr. Denson
and death benefits for their designated beneficiaries as a reward for Messrs.
Davis' and Denson's contributions to the success and growth of the Company. Each
participant in an Individual SERP is entitled to receive a retirement benefit
commencing on his retirement date. The amount of the participant's retirement
benefit under an Individual SERP is determined using a formula that takes into
consideration the participant's compensation, years of employment, and a five
year vesting schedule, and is paid in annual installments until the
participant's death. Vesting in this retirement benefit is accelerated upon a
"change in control." If a participant dies on or after his retirement date and
prior to receiving 15 annual installments of his retirement benefit, then the
designated beneficiary of the deceased participant is entitled to receive the
payments the deceased participant would have received if the participant's death
had not occurred. Such payments will continue until payments for an aggregate of
15 years have been made to both the participant and his designated beneficiary.
If a participant dies prior to his retirement date, the designated beneficiary
of the deceased participant is entitled to receive annual payments for 15 years,
and the amount of such payments is determined using a formula similar to that
described above. Benefits under an Individual SERP may be forfeited upon a
participant's termination for cause.

The Company has purchased insurance coverage on the lives of Messrs.
Bergmark, Davis, Denson, Demshur and Perna to assist it in providing benefits
under the Group SERP and Individual SERP's. The Company is the owner and
beneficiary of the insurance coverage. The Company is obligated to pay the total
premium of $319,500 and $82,191 each year for the Group SERP and the Individual
SERPs, respectively, until the policies are paid up (which is anticipated to be
in 2005). 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 Group
SERP and Individual SERP's 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 to fully fund the amount of the retirement benefits and
death benefits of all six participants in the Group and Individual SERPs and
their designated beneficiaries. The amount of the "change of control"
contribution is the lesser of (i) the total amount due under the terms of the
Group and Individual SERPs, 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.

<PAGE> 14

Deferred Compensation Plan. Core Laboratories, Inc., a subsidiary of
the Company, has adopted a deferred compensation plan that allows certain
officers, including all of the Named Executive Officers, to defer a portion of
their salary, bonus, and commissions, as well as the amount of any reductions in
their deferrals under the Core Laboratories, Inc. Profit Sharing and Retirement
Plan (the "401(k) Plan") due to certain limitations imposed by the Internal
Revenue Code of 1986, as amended (the "Code"). The plan also provides for
employer contributions to be made on behalf of participants equal in amount to
certain forfeitures of, and/or reductions in, employer contributions that
participants could have received under the 401(k) Plan in the absence of certain
limitations imposed by the Code. These employer contributions vest gradually
over a period of five years. Discretionary employer contributions may also be
made on behalf of participants in the plan and are subject to discretionary
vesting schedules determined at the time of such contributions. Vesting in all
employer contributions is accelerated upon the death of the participant or a
"change in control." Employer contributions under the plan are forfeited upon a
participant's termination of employment to the extent they are not vested at
that time.

Stock Based Compensation. Stock ownership by corporate and divisional
management is encouraged through the use of the Incentive Plan which 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 1999, Mr. Demshur's base salary was
$400,000. He will also receive an annual incentive award of $65,000. This award
was granted on a discretionary basis by the Compensation Committee for his
extraordinary efforts in a challenging and difficult industry environment. Mr.
Demshur received 80,000 stock options in 1999.

COMPENSATION COMMITTEE
Timothy J. Probert
Joseph R. Perna
Stephen D. Weinroth

SHAREHOLDER RETURN PERFORMANCE PRESENTATION

The following performance graph compares the performance of the Common
Shares to the Standard & Poor's 500 Index and the Standard & Poor's Oil Well
Equipment and Services Index (the "New Peer Group") for the period beginning
September 20, 1995 and ending January 31, 1999 . Data for the Company's previous
peer group (which included Input/Output Inc., Newpark Resources, Inc., Baker
Hughes, Inc. and Varco International Inc.) is also presented (the "Old Peer
Group"). The Company is using a new index (the New Peer Group) that it believes
better reflects the overall performance of the industry in which the Company
competes. 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. In
July, 1998 the Common Shares ceased trading on the Nasdaq Stock Market and began
trading on the New York Stock Exchange. Prior to September 1995 there was no
market in the Common Shares and, accordingly, full five year data is
unavailable.

12
<PAGE> 15

COMPARISON OF QUARTERLY CUMULATIVE RETURNS
AMONG CORE LABORATORIES N.V.,
PEER GROUP INDEX AND THE S&P 500 INDEX

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
------- -------- ------- ------- ------- -------- ------- ------- ------- --------
<S> <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
Old Peer Group .......... 100.000 131.978 145.357 158.769 152.070 146.896 150.195 167.886 198.540 194.199
New Peer Group .......... 100.000 109.327 125.536 129.099 128.040 142.171 148.294 164.610 193.013 190.579
S&P 500 Index ........... 100.000 104.970 109.770 113.664 116.151 123.925 126.136 143.045 150.065 152.509
</TABLE>

3/31/98 6/30/98 9/30/98 12/31/98 3/31/99 6/30/99 9/30/99 12/31/99
------- ------- ------- ------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Core Laboratories
N.V ................... 260.647 249.365 229.134 240.004 231.836 211.549 245.928 252.237
Old Peer Group .......... 190.079 155.468 118.256 107.648 131.701 155.935 146.388 123.119
New Peer Group .......... 188.074 178.688 148.609 142.305 172.631 186.233 179.451 173.945
S&P 500 Index ........... 166.041 164.593 152.351 173.841 184.449 191.161 184.605 199.147
</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 of the Company will be asked to
approve the Dutch Statutory Annual Accounts of the Company for the fiscal year
ending December 31, 1999, 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, 1999.

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.

ITEM 3.

EXTENSION OF AUTHORITY OF MANAGEMENT BOARD UNTIL
OCTOBER 27, 2001 TO REPURCHASE SHARES

Under Dutch law and the current articles of association, the Company,
subject to certain Dutch statutory provisions, may repurchase up to 10% of the
Company's outstanding share capital in open market purchases at any price

13
<PAGE> 16

not to exceed $200.00 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. In connection with the initial public offering
of the Company's Common Shares in September 1995, the shareholders authorized
the Management Board to make such repurchases for a period of 18 months. At each
annual meeting of the shareholders subsequent to 1995, the shareholders have
extended the period such that the current period is set to expire on November
26, 2000.

At the Annual Meeting, the shareholders will be asked to approve a
further extension of this authority for an additional 18-month period from the
date of the Annual Meeting until October 27, 2001.

The affirmative vote of the holders of a majority of the Company's
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 18-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 OCTOBER 27, 2001 AT A PRICE
OF NOT MORE THAN $200.00 PER SHARE, 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 CORE LABORATORIES N.V. UNTIL APRIL 27, 2005

Under Dutch law and the articles of association, the Company's
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 Company's Common Shares in September
1995, the shareholders authorized the Supervisory Board to issue shares and/or
rights on shares for five years. At each annual meeting of the shareholders
subsequent to 1995, the shareholders have extended the period such that the
current period is set to expire on May 26, 2004.

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 April 27, 2005. The Company is listed on the NYSE and
accordingly, the issuance of additional shares will remain subject to the rules
of the NYSE. In particular, the NYSE requires shareholder approval for the
issuance of shares of common stock in excess of twenty percent of the
outstanding shares except for public offerings for cash or bona fide private
offerings at a price greater than both the book and market value of a
company's common stock.

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 PREFERENCE SHARES OF THE
COMPANY UNTIL APRIL 27, 2005, AND PROXIES EXECUTED AND RETURNED WILL BE SO VOTED
UNLESS CONTRARY INSTRUCTIONS ARE INDICATED THEREON.

<PAGE> 17

ITEM 5.

EXTENSION OF AUTHORITY OF SUPERVISORY BOARD
TO LIMIT OR ELIMINATE PREEMPTIVE RIGHTS UNTIL APRIL 27, 2005

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 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 for successive five-year periods. In connection with the initial
public offering of the Company's 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 such Common
Shares. At each annual meeting subsequent to 1995, the shareholders have
extended the period such that the current period is set to expire on May 26,
2004.

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 April 27, 2005. As long as the Company remains listed on
the NYSE, the issuance of Common Shares by the Company will remain subject to
the rules of the NYSE including limitations on the ability of the Company to
issue shares without shareholder approval. See Item 4 for a discussion of the
NYSE rules regarding stock issuance.

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 APRIL 27, 2005, AND PROXIES
EXECUTED AND RETURNED WILL BE SO VOTED UNLESS CONTRARY INSTRUCTIONS ARE
INDICATED THEREON.

ITEM 6.

AMENDMENT TO THE 1995 LONG-TERM INCENTIVE PLAN

At the Annual Meeting, the shareholders will be asked to approve an
amendment to the Incentive Plan to increase the number of Common Shares that may
be issued pursuant to the Incentive Plan by 2,500,000 shares. As of March 16,
2000, substantially all the previously approved amount of 2,900,000 Common
Shares had been issued since 1995. The increase in Common Shares sought
represents approximately 8% of the Company's outstanding shares on a fully
diluted basis. The Supervisory Board approved the amendment on February 24,
2000, subject to shareholder approval at the Annual Meeting. Set forth below is
a summary of the principal features of the Incentive Plan. The summary, however,
does not purport to be a complete description of all the provisions of the
Incentive Plan. Any shareholder of the Company who wishes to obtain a copy of
the actual plan document may do so upon written request at the Company's
principal offices at Herengracht 424, 1017 BZ Amsterdam, The Netherlands,
Attention: Mr. Jacobus Schouten.

GENERAL

The Incentive Plan is designed to retain selected employees of the
Company and its subsidiaries and reward them for making significant
contributions to the success of the Company and its subsidiaries. These
objectives are to be accomplished by making awards under the Incentive Plan and
thereby providing participants with a proprietary interest in the growth and
performance of the Company and its subsidiaries. Accordingly, the Incentive Plan
provides

<PAGE> 18

for granting (a) "incentive stock options" as defined in Section 422 of the
Code, (b) stock options that do not constitute incentive stock options
("nonqualified stock options") and (c) "restricted shares" that are either (1)
Common Shares that are restricted or subject to forfeiture provisions or (2) a
credit of units to a bookkeeping account maintained by the Company evidencing
accrual to a participant of unsecured and unfunded conditional rights to acquire
Common Shares.

NUMBER OF SHARES SUBJECT TO THE INCENTIVE PLAN

Currently, the aggregate maximum number of Common Shares authorized to
be issued under the Incentive Plan pursuant to grants of stock options and
restricted shares is 2,900,000 Common Shares. As of March 16, 2000,
substantially all of the previously approved amount of 2,900,000 Common Shares
had been issued or awarded since 1995. If the proposed amendment to the
Incentive Plan is approved by the requisite vote of the shareholders, a maximum
of 2,500,000 additional Common Shares will be authorized to be issued pursuant
to grants of stock options and restricted shares under the Incentive Plan. In
each case, these numbers may be adjusted upon a reorganization, stock split,
recapitalization, or other change in the Company's capital structure. Common
Shares related to awards under the Incentive Plan that are forfeited or
terminated or that expire unexercised will again become available for the
granting of awards under the Incentive Plan. Additionally, subject to adjustment
upon a reorganization, stock split, recapitalization, or other change in the
Company's capital structure, the number of Common Shares that may be the subject
of awards granted under the Incentive Plan to any one individual during any
calendar year may not exceed 1,600,000 Common Shares.

ADMINISTRATION

The Incentive Plan is administered by a committee (the "Committee") of,
and appointed by, the Supervisory Board, and such committee must be comprised
solely of two or more directors who are both (a) outside directors (within the
meaning of Section 162(m) of the Code) and (b) nonemployee directors (within the
meaning of Rule 16b-3 under the Exchange Act). No member of the Committee is
eligible to receive an award under the Incentive Plan. The Compensation
Committee currently serves as the Committee.

The Committee has full authority, subject to the terms of the Incentive
Plan, to establish rules and regulations for the proper administration of the
Incentive Plan, to select the persons to whom awards are granted and to set the
date of grant and the other terms of the awards.

The Committee may delegate to the Chief Executive Officer and to other
senior officers of the Company its duties under the Incentive Plan pursuant to
such conditions or limitations as the Committee may establish, except that the
Committee may not delegate to any person the authority to grant awards to, or
take other action with respect to, participants in the Incentive Plan who are
subject to Section 16 of the Exchange Act.

ELIGIBILITY

All of the employees of the Company and its subsidiaries (including an
employee who may also be an officer or director of any such company) are
eligible to participate in the Incentive Plan. The selection of employees, from
among those eligible, who will receive awards under the Incentive Plan is within
the discretion of the Committee.

<PAGE> 19

EFFECTIVE DATE; AMENDMENT AND TERMINATION OF THE INCENTIVE PLAN

The Incentive Plan was originally effective as of September 1, 1995.
The Incentive Plan was amended and restated effective as of May 29, 1997. No
further incentive stock options may be granted under the Incentive Plan on or
after May 29, 2007. The Supervisory Board may from time to time amend, modify,
suspend or terminate the Incentive Plan for any purpose except that (a) no
amendment or alteration that would impart the rights of a holder of an award
under the Incentive Plan may be made without the holder's consent, (b) no
amendment or alteration will be effective prior to approval of the shareholders
of the Company, to the extent such approval is then required pursuant to Rule
16b-3 under the Exchange Act or to the extent shareholder approval is otherwise
required by applicable law, and (c) no amendment which materially modifies the
requirements as to eligibility for participation in the Incentive Plan or that
increases the total number of Common Shares authorized or available under the
Incentive Plan may be adopted without the prior approval of the shareholders of
the Company.

STOCK OPTIONS

Option Contract; Status of Option; Term. All options will be evidenced
by a written contract containing provisions consistent with the Incentive Plan
and such other provisions as the Committee deems appropriate. The status of each
grant of an option as an incentive stock option or a nonqualified stock option
will be designated by the Committee at the time of grant. The term of each
option will be as specified by the Committee at the date of grant (but not more
than ten years in the case of incentive stock options). The effect of an
employee's termination of employment will be controlled by the terms of the
option contract that evidences each option grant.

Size of Grant; Option Price. The number of shares for which an option
is granted to an employee will be determined by the Committee. The option price
will also be determined by the Committee, and, in the case of an incentive stock
option, such option price will be no less than the fair market value of the
Common Shares on the date that the option is granted. The option price upon
exercise may be paid by an employee in cash, or, at the discretion of the
Committee, in other Common Shares owned by the employee, by surrendering all or
part of that or any other award under the Incentive Plan, or by any combination
thereof.

RESTRICTED SHARES

An award of restricted shares may consist of Common Shares or may be
denominated in units of Common Shares. All or part of any such award may be
subject to conditions established by the Committee and set forth in the written
agreement evidencing such award, which conditions may include, but are not
limited to, (a) the attainment of one or more performance targets established by
the Committee that are based on (1) the price of a Common Share, (2) the
Company's earnings before interest, taxes, depreciation, and amortization, (3)
the Company's earnings per share, (4) the total return to holders of Common
Shares based upon price appreciation and dividends paid, (5) the Company's
market share, (6) the market share of a business unit of the Company designated
by the Committee, (7) the Company's sales, (8) the sales of a business unit of
the Company designated by the Committee, (9) the Company's cash flow or (10) the
return on shareholders' equity achieved by the Company; (b) the award
recipient's continued employment with the Company and its subsidiaries for a
specified period of time; (c) the occurrence of any event or the satisfaction of
any other condition specified by the Committee in its sole discretion; or (d) a
combination of any of the foregoing. Each award of restricted shares may have
different conditions and restrictions, in the discretion of the Committee.
Dividends or dividend equivalent rights may be extended to and made part of any
award denominated in Common Shares or units of Common Shares, subject to such
terms, conditions and restrictions as the Committee may establish.

TRANSFERABILITY

Unless otherwise determined by the Committee and provided in an award
agreement, awards under the Incentive Plan are generally not transferable except
(i) by will or the laws of descent and distribution, (ii) pursuant to a
qualified domestic relations order as defined by the Code or Title I of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the
rules thereunder (a "QDRO") or (iii) with the consent of the Committee. The
preceding sentence notwithstanding, no award of an incentive stock option under
the Incentive Plan will be assignable or otherwise transferable, except by will
or the laws of descent and distribution or pursuant to a QDRO.

<PAGE> 20

CHANGE IN CONTROL

The Incentive Plan provides that each stock option will become fully
exercisable and the restrictions on restricted shares will lapse upon a change
in control of the Company. A "change in control" is generally deemed to have
occurred if (a) an event occurs that requires reporting under Regulation 14A of
the Exchange Act, (b) any person other than a Supervisory Director or any person
controlled by a Supervisory Director becomes a beneficial owner, directly or
indirectly, of equity securities of the Company representing 51% or more of the
combined voting power of the Company's then outstanding voting securities
without prior approval of at least two-thirds of the members of the Supervisory
Board, (c) the Company is a party to a merger, consolidation, sale of assets or
other reorganization, or a proxy contest, as a consequence of which members of
the Supervisory Board immediately prior to such transaction or event constitute
less than a majority of the Supervisory Board thereafter or (d) during any
period of two consecutive years, individuals who at the beginning of such period
constituted the Supervisory Board (or who were subsequently elected with the
approval of at least two-thirds of the members of the Supervisory Board still in
office who were members at the beginning of the period) cease for any reason to
constitute at least a majority of the Supervisory Board. Under certain
circumstances, participants may be entitled to additional payments from the
Company under the Incentive Plan in order to keep them whole with respect to
certain golden parachute excise taxes imposed by the Code.

UNITED STATES FEDERAL INCOME TAX ASPECTS OF THE INCENTIVE PLAN

Nonqualified Stock Options. As a general rule, no federal income tax is
imposed on the optionee upon the grant of a nonqualified stock option such as
those granted under the Incentive Plan, and the Company is not entitled to a tax
deduction by reason of such a grant. Generally, upon the exercise of a
nonqualified stock option, the optionee will be treated as receiving
compensation taxable as ordinary income in the year of exercise in an amount
equal to the excess of the fair market value of the shares on the date of
exercise over the option price paid for such shares. Upon the exercise of a
nonqualified stock option, and subject to the application of Section 162(m) of
the Code as discussed below, the Company may claim a deduction for compensation
paid at the same time and in the same amount as compensation income is
recognized to the optionee, assuming any federal income tax reporting
requirements are satisfied. Upon a subsequent disposition of the shares received
upon exercise of a nonqualified stock option, any appreciation after the date of
exercise should qualify as capital gain. If the shares received upon the
exercise of a nonqualified stock option are transferred to the optionee subject
to certain restrictions, then the taxable income realized by the optionee,
unless the optionee elects otherwise, and the Company's tax deduction (assuming
any federal income tax reporting requirements are satisfied) should be deferred
and should be measured at the fair market value of the shares at the time the
restrictions lapse. The restrictions imposed on officers, directors and 10%
shareholders by Section 16(b) of the Exchange Act is such a restriction during
the period prescribed thereby if other shares have been purchased by such an
individual within six months of the exercise of a nonqualified stock option.

Incentive Stock Options. The incentive stock options under the
Incentive Plan are intended to constitute "incentive stock options" within the
meaning of Section 422 of the Code. Incentive stock options are subject to
special federal income tax treatment. No federal income tax is imposed on the
optionee upon the grant or the exercise of an incentive stock option if the
optionee does not dispose of shares acquired pursuant to the exercise within the
two-year period beginning on the date the option was granted or within the
one-year period beginning on the date the option was exercised (collectively,
the "holding period"). In such event, the Company would not be entitled to any
deduction for federal income tax purposes in connection with the grant or
exercise of the option or the disposition of the shares so acquired. With
respect to an incentive stock option, the difference between the fair market
value of the shares on the date of exercise and the exercise price must be
included in the optionee's alternative minimum taxable income. However, if the
optionee exercises an incentive stock option and disposes of the shares received
in the same year and the amount realized is less than the fair market value of
the shares on the date of exercise, the amount included in alternative minimum
taxable income will not exceed the amount realized over the adjusted basis of
the shares.

Upon disposition of the shares received upon exercise of an incentive
stock option after the holding period, any appreciation of the shares above the
exercise price should constitute capital gain. If an optionee disposes of shares
acquired pursuant to his or her exercise of an incentive stock option prior to
the end of the holding period, the optionee will be treated as having received,
at the time of disposition, compensation taxable as ordinary income. In such
event,

<PAGE> 21

and subject to the application of Section 162(m) of the Code as discussed below,
the Company may claim a deduction for compensation paid at the same time and in
the same amount as compensation is treated as received by the optionee. The
amount treated as compensation is the excess of the fair market value of the
shares at the time of exercise (or in the case of a sale in which a loss would
be recognized, the amount realized on the sale if less) over the exercise price;
any amount realized in excess of the fair market value of the shares at the time
of exercise would be treated as short-term or long-term capital gain, depending
on the holding period of the shares.

Restricted Shares. An employee who has been granted restricted shares
under the Incentive Plan consisting of Common Shares that are subject to
forfeiture provisions will not realize taxable income at the time of grant, and
the Company will not be entitled to a deduction at that time, assuming that the
forfeiture provisions constitute a substantial risk of forfeiture for federal
income tax purposes. Upon expiration of the forfeiture restrictions (i.e., as
shares become vested), the employee will realize ordinary income in an amount
equal to the excess of the fair market value of the shares at such time over the
amount, if any, paid for such shares, and, subject to the application of Section
162(m) of the Code as discussed below, the Company will be entitled to a
corresponding deduction. Dividends paid to the holder during the period that the
forfeiture restrictions apply will also be compensation to the employee and
deductible as such by the Company. Notwithstanding the foregoing, the recipient
of such restricted shares may elect to be taxed at the time of grant of the
restricted shares based upon the fair market value of the shares on the date of
the award, in which case (a) subject to Section 162(m) of the Code, the Company
will be entitled to a deduction at the same time and in the same amount, (b)
dividends paid to the recipient during the period the forfeiture restrictions
apply will be taxable as dividends and will not be deductible by the Company and
(c) there will be no further federal income tax consequences when the forfeiture
restrictions lapse.

An employee who has been granted restricted shares under the Incentive
Plan consisting of a credit of units to a bookkeeping account maintained by the
Company evidencing accrual to such employee of unsecured and unfunded
conditional rights to acquire Common Shares will not realize taxable income at
the time of grant, and the Company will not be entitled to a deduction at that
time. Upon expiration of the restrictions applicable to such restricted shares,
the employee will realize ordinary income in an amount equal to the excess of
the fair market value of the property distributed to the employee by the Company
at that time over the amount, if any, paid by the employee for such property,
and, subject to the application of Section 162(m) of the Code as discussed
below, the Company will be entitled to a corresponding deduction.

Section 162(m) of the Code. Section 162(m) of the Code precludes a
public corporation from taking a deduction for annual compensation in excess of
$1 million paid to its chief executive officer or any of its four other
highest-paid officers. However, compensation that qualifies under Section 162(m)
of the Code as "performance-based" is specifically exempt from the deduction
limit. Based on Section 162(m) of the Code and the regulations issued
thereunder, the Company believes that the income generated in connection with
the exercise of stock options granted by the Committee under the Incentive Plan
that have an option exercise price that is at least equal to the fair market
value of the shares subject to the option on the date of grant should qualify as
performance-based compensation, and, accordingly, the Company's deductions for
such compensation should not be limited by Section 162(m) of the Code. However,
Section 162(m) of the Code could limit the Company's deduction with respect to
compensation income generated in connection with the exercise of an option
granted by the Committee that had an option exercise price less than the fair
market value of the shares on the date of grant. The Incentive Plan has been
designed to provide flexibility with respect to whether restricted shares
awarded by the Committee will qualify as performance-based compensation under
Section 162(m) of the Code. The Company believes that certain awards of
restricted shares by the Committee under the Incentive Plan will so qualify and
the Company's deductions with respect to such awards should not be limited by
Section 162(m). However, certain awards of restricted shares made by the
Committee and all awards of options and restricted shares made by a delegate of
the Committee will not qualify as performance-based compensation, and,
therefore, the Company's compensation expense deductions relating to such awards
will be subject to the Section 162(m) deduction limitation.

The Incentive Plan is not qualified under section 401(a) of the Code.

<PAGE> 22

The comments set forth in the above paragraphs are only a summary of
certain of the United States federal income tax consequences relating to the
Incentive Plan. No consideration has been given to the effects of foreign,
state, local, or other tax laws on the Incentive Plan or award recipients, or
the application of Dutch tax law to the Company.

INAPPLICABILITY OF ERISA

Based upon current law and published interpretations, the Company does
not believe the Incentive Plan is subject to any of the provisions of ERISA.

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 approve the proposed amendment of the Long-Term Incentive Plan.

THE SUPERVISORY BOARD RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
APPROVAL OF THE PROPOSED AMENDMENT TO THE 1995 LONG-TERM INCENTIVE PLAN, AND
PROXIES EXECUTED AND RETURNED WILL BE SO VOTED UNLESS CONTRARY INSTRUCTIONS ARE
INDICATED THEREON.

ITEM 7.

AMENDMENT TO THE 1995 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN

At the Annual Meeting, the shareholders will be asked to approve an
amendment to the Nonemployee Director Plan, to increase the number of Common
Shares that may be issued pursuant to the Nonemployee Director Plan from 200,000
to 700,000. The Supervisory Board approved the amendment on February 24, 2000,
subject to shareholder approval at the Annual Meeting. Set forth below is a
summary of the principal features of the Nonemployee Director Plan. The summary,
however, does not purport to be a complete description of all the provisions of
the Nonemployee Director Plan. Any shareholder of the Company who wishes to
obtain a copy of the actual plan document may do so upon written request at the
Company's principal offices at Herengracht 424, 1017 BZ Amsterdam, The
Netherlands, Attention: Mr. Jacobus Schouten.

OPTION GRANTS

Pursuant to the Nonemployee Director Plan, each Supervisory Director
who is not an employee of the Company is automatically granted nonqualified
options ("Director Options") to purchase 1,000 Common Shares, generally on the
date such person first becomes a nonemployee Supervisory Director. In addition,
an option to acquire 10,000 Common Shares will be granted yearly to each
nonemployee Supervisory Director and an option to acquire 20,000 Common Shares
will be granted to the Chairman of the Supervisory Board on the first date in
the calendar year set by the Supervisory Board for the issuance of stock options
to more than 10 employees under the Incentive Plan. The purchase price of each
Common Share that is subject to a Director Option granted pursuant to the
Nonemployee Director Plan is equal to 100% of the fair market value of a Common
Share on the date the Director Option is granted, which, so long as the Common
Shares are quoted on the NYSE, will be the final closing sales price per Common
Share on the date of the grant. The exercise price of the Director Options is
payable in cash or in previously owned Common Shares held by the optionee for
more than six months, valued at fair market value on the date of exercise, or
any combination thereof.

NUMBER OF SHARES SUBJECT TO THE NONEMPLOYEE DIRECTOR PLAN

Currently a maximum of 200,000 Common Shares may be issued pursuant to
Director Options, subject to certain antidilution adjustments. As of March 16,
2000, options exercisable for substantially all the approved amount of 200,000
Common Shares had been issued or awarded pursuant to the Nonemployee Director
Plan since 1995. If the proposed amendment to the Nonemployee Director Plan is
approved by the requisite vote of shareholders, an additional 500,000 Common
Shares will be available for issuance pursuant to Director Options, subject to
certain antidilution adjustments. Additionally, Common Shares subject to
Director Options that are forfeited or terminated or expire

<PAGE> 23

unexercised without the issuance of Common Shares to a nonemployee Supervisory
Director will again become available for grant.

VESTING OF OPTIONS; CHANGE IN CONTROL

Director Options are exercisable commencing on the first anniversary
date following the date of grant. Upon a change in control of the Company, all
outstanding Director Options will become immediately exercisable in full. A
"change in control" is generally deemed to have occurred if (a) an event occurs
that requires reporting under Regulation 14A of the Exchange Act, (b) any person
other than a Supervisory Director or any person controlled by a Supervisory
Director becomes a beneficial owner, directly or indirectly, of equity
securities of the Company representing 51% or more of the combined voting power
of the Company's then outstanding voting securities without prior approval of at
least two-thirds of the members of the Supervisory Board, (c) the Company is a
party to a merger, consolidation, sale of assets or other reorganization, or a
proxy contest, as a consequence of which members of the Supervisory Board
immediately prior to such transaction or event constitute less than a majority
of the Supervisory Board thereafter or (d) during any period of two consecutive
years, individuals who at the beginning of such period constituted the
Supervisory Board (or who were subsequently elected with the approval of at
least two-thirds of the members of the Supervisory Board still in office who
were members at the beginning of the period) cease for any reason to constitute
at least a majority of the Supervisory Board.

STATUS AND TRANSFERABILITY OF OPTIONS

None of the Director Options may be exercised after ten years from the
date of grant. Director Options are not transferable other than by will or by
the laws of descent and distribution, pursuant to a QDRO or with the consent of
the Supervisory Board. In the event of termination of service as a Supervisory
Director, the outstanding Director Options held by the Supervisory Director will
expire one year after termination and may be exercised only to the extent that
they were exercisable on the date of termination.

EFFECTIVE DATE; AMENDMENT AND TERMINATION OF THE NONEMPLOYEE DIRECTOR PLAN

The Nonemployee Director Plan was originally effective as of September
1, 1995, and was amended effective as of May 29, 1997, and January 1, 1998. The
proposed amendment to the Nonemployee Director Plan will be effective as of the
date of the Annual Meeting if it is approved by the shareholders. The
Supervisory Board has the right to amend, alter or discontinue the Nonemployee
Director Plan at any time, except that (i) without the consent of the affected
optionee, no amendment or alteration may be made that would impair the rights of
any optionee under any Director Option theretofore granted and (ii) no amendment
will be effective prior to approval of the shareholders of the Company, to the
extent such approval is then required pursuant to Rule 16b-3 under the Exchange
Act or to the extent shareholder approval is otherwise required by applicable
legal requirements.

Director Options are intended to be nonqualified stock options for U.S.
federal income tax purposes. For a description of the federal income tax
consequences of nonqualified stock options, see "United States Federal Income
Tax Aspects of the Incentive Plan - Nonqualified Stock Options" above which
provides a summary of certain U.S. federal income tax consequences applicable to
the Nonemployee Director Plan. No consideration has been given to the effects of
foreign, state, local or other tax laws on the Nonemployee Director Plan or
award recipients, or the application of Dutch tax law to the Company.

THE SUPERVISORY BOARD RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
APPROVAL OF THE PROPOSED AMENDMENT TO THE 1995 NONEMPLOYEE DIRECTOR STOCK OPTION
PLAN, AND PROXIES EXECUTED AND RETURNED WILL BE SO VOTED UNLESS CONTRARY
INSTRUCTIONS ARE INDICATED THEREON.

<PAGE> 24

ITEM 8.

RATIFICATION OF APPOINTMENT OF ARTHUR ANDERSEN LLP
AS INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY FOR 2000

The Supervisory Board has appointed the firm of Arthur Andersen LLP as
the Company's independent public accountants for the year ending December 31,
2000 subject to ratification by the shareholders. Arthur Andersen LLP has acted
as the Company's auditors since inception.

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 accountants for 2000.

In the event the appointment is not ratified, the Supervisory Board
will consider the appointment of other independent accountants. The Supervisory
Board may terminate the appointment of Arthur Andersen LLP as the Company's
independent accountants without the approval of the shareholders of the Company
whenever the Supervisory Board deems such termination necessary or appropriate.
Representatives of Arthur Andersen LLP are not expected to be present at the
Annual Meeting.

THE SUPERVISORY BOARD RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
RATIFICATION OF ARTHUR ANDERSEN LLP'S APPOINTMENT AS THE COMPANY'S INDEPENDENT
PUBLIC ACCOUNTANTS FOR 2000 AND PROXIES EXECUTED AND RETURNED WILL BE SO VOTED
UNLESS CONTRARY INSTRUCTIONS ARE INDICATED THEREON.

ITEM 9.

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.

SHAREHOLDER PROPOSALS

Any proposals of holders of the Company's Common Shares intended to be
presented at the Annual Meeting of shareholders of the Company to be held in
2001 must be received by the Company, addressed to the Secretary of the Company
at its principal executive offices, no later than November 28, 2000 to be
considered for inclusion in the proxy statement and form of proxy relating to
that meeting.

By Order of the Board of Supervisory Directors

Jacobus Schouten
Supervisory Director

Amsterdam, The Netherlands
March __, 2000

22
<PAGE> 25
APPENDIX A

CORE LABORATORIES N.V.
1995 LONG-TERM INCENTIVE PLAN
(AS AMENDED AND RESTATED EFFECTIVE AS OF MAY 29, 1997)

1. OBJECTIVES. The Core Laboratories N.V. 1995 Long-Term
Incentive Plan (the "Plan") is designed to retain selected employees of Core
Laboratories N.V. (the "Company") and its Subsidiaries and reward them for
making significant contributions to the success of the Company and its
Subsidiaries. These objectives are to be accomplished by making awards under the
Plan and thereby providing Participants with a proprietary interest in the
growth and performance of the Company and its Subsidiaries. The Plan as set
forth herein constitutes an amendment and restatement of the Plan as previously
adopted by the Company and shall supersede and replace in its entirety such
previously adopted plan. This amendment and restatement of the Plan shall be
effective as of May 29, 1997, provided this amendment and restatement of the
Plan is approved by the shareholders of the Company on such date at the
Company's 1997 Annual Meeting of Shareholders. If this amendment and restatement
of the Plan is not so approved by the shareholders, then no Awards shall be
granted under the Plan on or after May 29, 1997.

2. DEFINITIONS. As used herein, the terms set forth below shall
have the following respective meanings:

"AWARD" means the grant of a Nonqualified Option, an ISO, or
Restricted Shares, whether granted singly, in combination or in tandem, to a
Participant pursuant to any applicable terms, conditions, and limitations as the
Committee may establish in order to fulfill the objectives of the Plan.

"AWARD AGREEMENT" means a written agreement between the
Company and a Participant that sets forth the terms, conditions, and limitations
applicable to an Award.

"BOARD" means the Board of Supervisory Directors of the
Company.

"CODE" means the United States Internal Revenue Code of 1986,
as amended from time to time.

"COMMITTEE" means a committee appointed by the Board to
administer the Plan, which committee shall be comprised solely of two or more
individuals who qualify both as (i) "outside directors" within the meaning of
Section 162(m) of the Code and applicable interpretive authority thereunder and
(ii) "Non-Employee Directors" within the meaning of Rule 16b-3.

"COMMON SHARES" means the Common Shares, par value NLG .03
(U.S. $.05) per share, of the Company.

"DIRECTOR" means an individual serving as a member of the
Board and any individual serving as an Advisory Director to the Board.

"EFFECTIVE DATE" means May 29, 1997.

"EXCHANGE ACT" means the United States Securities Exchange Act
of 1934, as amended from time to time.

"FAIR MARKET VALUE" means, as of a particular date, (i) if the
Common Shares are listed on a national securities exchange, the final closing
sales price per Common Share on the consolidated transaction reporting system
for the principal such national securities exchange on that date, or, if there
shall have been no such sales so reported on that date, on the last preceding
date on which such a sale was so reported, (ii) if the Common Shares are not so
listed but are quoted on the Nasdaq National Market, the final closing sales
price per Common Share on the Nasdaq National Market on that date, or, if there
shall have been no such sale so reported on that date, on the last preceding
date on which such a sale was so reported, (iii) if the Common Shares are not so
listed or quoted, the mean between the closing bid

<PAGE> 26

and asked price on that date, or, if there are no quotations available for such
date, on the last preceding date on which such quotations shall be available, as
reported by Nasdaq, or, if not reported by Nasdaq, by the National Quotation
Bureau, Inc. or (iv) if none of the above is applicable, such amount as may be
determined by the Board, in good faith, to be the fair market value per Common
Share.

"ISO" means an incentive stock option within the meaning of
Section 422 of the Code.

"NONQUALIFIED OPTION" means a nonqualified stock option within
the meaning of Section 83 of the Code.

"PARTICIPANT" means an eligible employee of the Company or any
of its Subsidiaries to whom an Award has been made under this Plan.

"RESTRICTED SHARES" means (i) Common Shares that are
restricted or subject to forfeiture provisions or (ii) a credit of units to a
bookkeeping account maintained by the Company evidencing accrual to a
Participant of unsecured and unfunded conditional rights to acquire Common
Shares.

"RULE 16b-3" means Rule 16b-3 promulgated under the Exchange
Act or any successor rule.

"SUBSIDIARY" means (i) with respect to Awards of Nonqualified
Options and Restricted Shares, any corporation, limited liability company, or
similar entity of which the Company directly or indirectly owns shares
representing more than 50% of the voting power of all classes or series of
equity securities of such entity, which have the right to vote generally on
matters submitted to a vote of the holders of equity interests in such entity,
and (ii) with respect to Awards of ISOs, any subsidiary within the meaning of
Section 424(f) of the Code or any successor provision.

3. ELIGIBILITY. All employees of the Company and its Subsidiaries
are eligible for Awards under this Plan. The Committee in its sole discretion
shall select the Participants in the Plan from time to time by the grant of
Awards under the Plan. The selection of Participants and the granting of Awards
under this Plan shall be entirely discretionary and nothing in this Plan shall
be deemed to give any employee of the Company or its Subsidiaries any right to
participate in this Plan or to be granted an Award.

4. COMMON SHARES AVAILABLE FOR AWARDS. There shall be available
for Awards granted wholly or partly in Common Shares (including rights or
options which may be exercised for or settled in Common Shares) during the term
of this Plan an aggregate of 1,450,000 million Common Shares, subject to
adjustment as provided in Section 14. The Board and the appropriate officers of
the Company shall from time to time take whatever actions are necessary to file
required documents with governmental authorities and stock exchanges and
transaction reporting systems to make Common Shares available for issuance
pursuant to Awards. Common Shares related to Awards that are forfeited or
terminated or that expire unexercised shall immediately become available for
Awards hereunder. The Committee may from time to time adopt and observe such
procedures concerning the counting of shares against the Plan maximum as it may
deem appropriate under Rule 16b-3.

5. ADMINISTRATION. This Plan shall be administered by the
Committee, which shall have full and exclusive power to interpret this Plan and
to adopt such rules, regulations, and guidelines for carrying out this Plan as
it may deem necessary or proper, all of which powers shall be exercised in the
best interests of the Company and in keeping with the objectives of this Plan.
The Committee may, in its discretion, provide for the extension of the
exercisability of an Award, accelerate the vesting or exercisability of an
Award, eliminate or make less restrictive any restrictions contained in an
Award, waive any restriction or other provision of this Plan or an Award, or
otherwise amend or modify an Award in any manner that is either (i) not adverse
to the Participant holding such Award or (ii) consented to by such Participant,
including (in either case) an amendment or modification that may result in an
ISO Award losing its status as an ISO. The Committee may correct any defect or
supply any omission or reconcile any inconsistency in this Plan or in any Award
in the manner and to the extent the Committee deems necessary or desirable to
carry it into effect. Any decision of the Committee in the interpretation and
administration of this Plan shall lie within its sole and absolute discretion
and shall be final, conclusive, and binding on all parties concerned. No member
of the Committee or officer of the Company to whom it has delegated authority in
accordance with the provisions of Section 6 of this Plan shall be liable for
anything done or omitted to be done by him or her, by any member of the
Committee,

2
<PAGE> 27

or by any officer of the Company in connection with the performance of any
duties under this Plan, except for his or her own willful misconduct or as
expressly provided by statute.

6. DELEGATION OF AUTHORITY. The Committee may delegate to the
Chief Executive Officer and to other senior officers of the Company its duties
under this Plan pursuant to such conditions or limitations as the Committee may
establish, except that the Committee may not delegate to any person the
authority to grant Awards to, or take other action with respect to, Participants
who are subject to Section 16 of the Exchange Act.

7. AWARDS. The Committee shall in its discretion determine the
type or types of Awards to be made to each Participant under this Plan. Each
Award made hereunder shall be embodied in an Award Agreement, which shall
contain such terms, conditions, and limitations as shall be determined by the
Committee in its sole discretion and shall be signed by the Participant and by
the Chief Executive Officer, President, or any Vice President of the Company for
and on behalf of the Company. An Award Agreement may include provisions for the
repurchase by the Company of Common Shares acquired pursuant to the Plan and the
repurchase of a Participant's option rights under the Plan. Awards may consist
of those listed in this Section 7 and may be granted singly, in combination, or
in tandem. Awards may also be made in combination or in tandem with, in
replacement of, or as alternatives to grants or rights (i) under this Plan or
any other employee plan of the Company or any of its Subsidiaries, including the
plan of any acquired entity, or (ii) made to any Company or Subsidiary employee
by the Company or any Subsidiary. An Award may provide for the granting or
issuance of additional, replacement or alternative Awards upon the occurrence of
specified events, including the exercise of the original Award. Notwithstanding
any provision in the Plan to the contrary, the maximum number of Common Shares
that may be subject to Awards granted to any one individual during any calendar
year may not exceed 800,000 Common Shares, subject to adjustment as provided in
Section 14. The limitation set forth in the preceding sentence shall be applied
in a manner which will permit compensation generated in connection with Awards
granted under the Plan by the Committee to constitute "performance-based"
compensation for purposes of Section 162(m) of the Code, including, without
limitation, counting against such maximum number of shares, to the extent
required under Section 162(m) of the Code and applicable interpretive authority
thereunder, any Common Shares subject to Awards that are canceled or repriced.

(a) STOCK OPTION. An Award may consist of a right to purchase
a specified number of Common Shares at a price and upon terms and
conditions specified by the Committee in the Award Agreement or
otherwise. A stock option may be in the form of a Nonqualified Option
or an ISO. Each ISO Award shall, in addition to being subject to
applicable terms, conditions, and limitations established by the
Committee, comply with Section 422 of the Code and, notwithstanding
anything herein to the contrary, (1) no ISO may be granted under the
Plan on or after the tenth anniversary of the Effective Date, (2) no
Participant may be granted an ISO to the extent that, upon the grant of
the ISO, the aggregate Fair Market Value (determined as of the date the
Award is granted) of the Common Shares with respect to which ISOs
(including Awards hereunder) are exercisable for the first time by the
Participant during any calendar year (under all plans of the Company
and any Affiliate) would exceed $100,000, (3) the exercise price of the
ISO may not be less than 100% of the Fair Market Value of the Common
Shares at the time of grant (or not less than 110% of such Fair Market
Value if the ISO is awarded to any person who, at the time of grant,
owns stock representing more than 10% of the combined voting power of
all classes of stock of the Company or any parent or Subsidiary), (4)
no ISO granted to any person who, at the time of such grant, owns stock
representing more than 10% of the combined voting power of all classes
of stock of the Company or any parent or Subsidiary may, by its terms,
be exercisable after the expiration of five years from the date of
grant of such ISO, and (5) an ISO granted to a Participant shall be
exercisable during the Participant's lifetime only by such Participant
or the Participant's guardian or legal representative.

(b) AWARD OF RESTRICTED SHARES. An Award of Restricted Shares
may consist of Common Shares or may be denominated in units of Common
Shares. All or part of any such Award may be subject to conditions
established by the Committee and set forth in the Award Agreement,
which conditions may include, but are not limited to, (1) the
attainment of one or more performance targets established by the
Committee that are based on (A) the price of a Common Share, (B) the
Company's earnings before interest, taxes, depreciation, and
amortization, (C) the Company's earnings per share, (D) the total
return to holders of Common Shares based upon price appreciation

<PAGE> 28

and dividends paid, (E) the Company's market share, (F) the market
share of a business unit of the Company designated by the Committee,
(G) the Company's sales, (H) the sales of a business unit of the
Company designated by the Committee, (I) the Company's cash flow, or
(J) the return on shareholders' equity achieved by the Company, (2) the
Award recipient's continued employment with the Company and its
Subsidiaries for a specified period of time, (3) the occurrence of any
event or the satisfaction of any other condition specified by the
Committee in its sole discretion, or (4) a combination of any of the
foregoing. Each Award of Restricted Shares may have different
conditions and restrictions, in the discretion of the Committee. Each
such Award may be based on Fair Market Value or other specified
valuations. The certificates evidencing Common Shares issued in
connection with an Award of Restricted Shares shall contain appropriate
legends and restrictions describing the terms and conditions of the
restrictions applicable thereto. Dividends or dividend equivalent
rights may be extended to and made part of any Award denominated in
Common Shares or units of Common Shares, subject to such terms,
conditions, and restrictions as the Committee may establish.

(c) CHANGE IN CONTROL. A stock option shall become fully
exercisable and restrictions on Restricted Shares shall lapse upon a
Change in Control (as hereinafter defined) of the Company. For purposes
of this Plan, a "Change in Control" shall be conclusively deemed to
have occurred if (and only if) any of the following events shall have
occurred: (1) there shall have occurred an event required to be
reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or
in response to any similar item on any similar schedule or form)
promulgated under the Exchange Act, whether or not the Company is then
subject to such reporting requirement; (2) after the Effective Date any
"person" (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act), other than a person that is a Director of the Company on
the Effective Date or any person controlled by such a Director, becomes
the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company representing
51% or more of the combined voting power of the Company's then
outstanding voting securities without prior approval of a least
two-thirds of the members of the Board in office immediately prior to
such person's attaining such percentage interest; (3) the Company is a
party to a merger, consolidation, sale of assets or other
reorganization, or a proxy contest, as a consequence of which members
of the Board in office immediately prior to such transaction or event
constitute less than a majority of the Board thereafter; or (4) during
any period of two consecutive years, individuals who at the beginning
of such period constituted the Board (including for this purpose any
new member whose election or nomination for election by the Company's
shareholders was approved by a vote of at least two-thirds of the
members of the Board then still in office who were members at the
beginning of such period) cease for any reason to constitute at least a
majority of the Board.

8. SUBSTITUTION OF AWARDS. At the discretion of the Committee, a
Participant may be offered an election to substitute an Award for another Award
or Awards of the same or different type.

9. STOCK OPTION EXERCISE. The price at which Common Shares may be
purchased under a stock option shall be paid in full at the time of exercise in
cash or, if permitted by the Committee, by means of tendering Common Shares or
surrendering all or part of that or any other Award, including Restricted
Shares, valued at Fair Market Value on the date of exercise, or any combination
thereof. The Committee shall determine acceptable methods for tendering Common
Shares or Awards to exercise a stock option as it deems appropriate. If
permitted by the Committee, payment may be made by successive exercises by the
Participant. The Committee may provide for procedures to permit the exercise or
purchase of Awards by (i) loans from the Company or (ii) use of the proceeds to
be received from the sale of Common Shares issuable pursuant to an Award. Unless
otherwise provided in the applicable Award Agreement, in the event Restricted
Shares are tendered as consideration for the exercise of a stock option, a
number of the shares issued upon the exercise of the stock option, equal to the
number of Restricted Shares used as consideration therefor, shall be subject to
the same restrictions as the Restricted Shares so submitted as well as any
additional restrictions that may be imposed by the Committee.

10. TAX WITHHOLDING. The Company shall have the right to deduct
applicable taxes from any Award payment and withhold, at the time of delivery or
vesting of cash or Common Shares under this Plan, an appropriate amount of cash
or number of Common Shares or a combination thereof for payment of taxes
required by law or to take

<PAGE> 29

such other action as may be necessary in the opinion of the Company to satisfy
all obligations for withholding of such taxes. The Committee may also permit
withholding to be satisfied by the transfer to the Company of Common Shares
theretofore owned by the holder of the Award with respect to which withholding
is required. If Common Shares are used to satisfy tax withholding, such shares
shall be valued based on the Fair Market Value when the tax withholding is
required to be made.

11. AMENDMENT, MODIFICATION, SUSPENSION, OR TERMINATION. The Board
may amend, modify, suspend, or terminate this Plan for the purpose of meeting or
addressing any changes in legal requirements or for any other purpose permitted
by law except that (i) no amendment or alteration that would impair the rights
of any Participant under any Award previously granted to such Participant shall
be made without such Participant's consent and (ii) no amendment or alteration
shall be effective prior to approval by the Company's shareholders to the extent
such approval is then required pursuant to Rule 16b-3 in order to preserve the
applicability of any exemption provided by such rule to any Award then
outstanding (unless the holder of such Award consents) or to the extent
shareholder approval is otherwise required by applicable legal requirements.
Notwithstanding the foregoing, no amendment or modification shall be made,
without the approval of the shareholders of the Company, which would:

(a) Increase the total number of shares reserved for the
purposes of the Plan under Section 4, except as provided in Section 14;
or

(b) Materially modify the requirements as to eligibility for
participation in the Plan.

12. TERMINATION OF EMPLOYMENT. Upon the termination of employment
by a Participant, any unexercised, deferred, or unpaid Awards shall be treated
as provided in the specific Award Agreement evidencing the Award. In the event
of such a termination, the Committee may, in its discretion, provide for the
extension of the exercisability of any Award, accelerate the vesting or
exercisability of an Award, eliminate or make less restrictive any restrictions
contained in an Award, waive any restriction or other provision of this Plan or
an Award, or otherwise amend or modify the Award in any manner that is either
(i) not adverse to such Participant or (ii) consented to by such Participant.

13. ASSIGNABILITY. Unless otherwise determined by the Committee
and provided in the Award Agreement, no Award or any other benefit under this
Plan constituting a derivative security within the meaning of Rule 16a-1(c)
under the Exchange Act shall be assignable or otherwise transferable except (i)
by will or the laws of descent and distribution, (ii) pursuant to a qualified
domestic relations order as defined by the Code or Title I of the Employee
Retirement Income Security Act, or the rules thereunder (a "QDRO") or (iii) with
the consent of the Committee. The preceding sentence notwithstanding, no ISO
Award under this Plan shall be assignable or otherwise transferable, except by
will or the laws of descent and distribution or pursuant to a QDRO. The
Committee may prescribe and include in applicable Award Agreements other
restrictions on transfer. Any attempted assignment of an Award or any other
benefit under this Plan in violation of this Section 13 or the terms of an Award
Agreement shall be null and void.

14. ADJUSTMENTS.

(a) The existence of outstanding Awards shall not affect in
any manner the right or power of the Company or its shareholders to
make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the share capital of the Company or
its business or any merger or consolidation of the Company, or any
issue of bonds, debentures, preferred or prior preference shares
(whether or not such issue is prior to, on a parity with or junior to
the Common Shares) or the dissolution or liquidation of the Company, or
any sale or transfer of all or any part of its assets or business, or
any other corporate act or proceeding of any kind, whether or not of a
character similar to that of the acts or proceedings enumerated above.

(b) In the event of any subdivision or consolidation of
outstanding Common Shares or declaration of a dividend payable in
Common Shares or capital reorganization or reclassification or other
transaction involving an increase or reduction in the number of
outstanding Common Shares, the Committee may adjust proportionally (i)
the number of Common Shares reserved under this Plan, the maximum
number of Common Shares that may be subject to Awards granted to any
one individual during a calendar year, and the number of Common Shares
covered by outstanding Awards denominated in Common Shares or units of
Common Shares; (ii) the exercise or other price in respect of such
Awards; and (iii) the appropriate Fair Market Value and other price
determinations for such

<PAGE> 30

Awards. In the event of any consolidation or merger of the Company with
another corporation or entity or the adoption by the Company of a plan
of exchange affecting the Common Shares or any distribution to holders
of Common Shares of securities or property (other than normal cash
dividends or dividends payable in Common Shares), the Committee shall
make such adjustments or other provisions as it may deem equitable,
including adjustments to avoid fractional shares, to give proper effect
to such event. In the event of a corporate merger, consolidation,
acquisition of property or stock, separation, reorganization, or
liquidation, the Committee shall be authorized, in its discretion, (i)
to issue or assume stock options, regardless of whether in a
transaction to which Section 424(a) of the Code applies, by means of
substitution of new options for previously issued options or an
assumption of previously issued options, (ii) to make provision, prior
to the transaction, for the acceleration of the vesting and
exercisability of, or lapse of restrictions with respect to, Awards and
the termination of options that remain unexercised at the time of such
transaction, or (iii) to provide for the acceleration of the vesting
and exercisability of the options and the cancellation thereof in
exchange for such payment as shall be mutually agreeable to the
Participant and the Committee.

15. RESTRICTIONS. No Common Shares or other form of payment shall
be issued with respect to any Award unless the Company shall be satisfied based
on the advice of its counsel that such issuance will be in compliance with
applicable federal and state securities laws. It is the intent of the Company
that this Plan comply with Rule 16b-3 with respect to persons subject to Section
16 of the Exchange Act unless otherwise provided herein or in an Award
Agreement, that any ambiguities or inconsistencies in the construction of this
Plan be interpreted to give effect to such intention and that, if any provision
of this Plan is found not to be in compliance with Rule 16b-3, such provision
shall be null and void to the extent required to permit this Plan to comply with
Rule 16b-3. Certificates evidencing Common Shares delivered under this Plan may
be subject to such stop transfer orders and other restrictions as the Committee
may deem advisable under the rules, regulations, and other requirements of the
Securities and Exchange Commission, any securities exchange or transaction
reporting system upon which the Common Shares are then listed, and any
applicable foreign and United States federal and state securities law. The
Committee may cause a legend or legends to be placed upon any such certificates
to make appropriate reference to such restrictions.

16. UNFUNDED PLAN. Insofar as it provides for Awards of Common
Shares or rights thereto, this Plan shall be unfunded. Although bookkeeping
accounts may be established with respect to Participants who are entitled to
Common Shares or rights thereto under this Plan, any such accounts shall be used
merely as a bookkeeping convenience. The Company shall not be required to
segregate any assets that may at any time be represented by Common Shares or
rights thereto, nor shall this Plan be construed as providing for such
segregation, nor shall the Company, the Board, or the Committee be deemed to be
a trustee of any Common Shares or rights thereto to be granted under this Plan.
Any liability or obligation of the Company to any Participant with respect to a
grant of Common Shares or rights thereto under this Plan shall be based solely
upon any contractual obligations that may be created by this Plan and any Award
Agreement with such Participant, and no such liability or obligation of the
Company shall be deemed to be secured by any pledge or other encumbrance on any
property of the Company. None of the Company, the Board, or the Committee shall
be required to give any security or bond for the performance of any obligation
that may be created by this Plan.

17. PARACHUTE PAYMENT LIMITATION. Notwithstanding any contrary
provision of the Plan, the Committee may provide in the Award Agreement for a
limitation on the acceleration of vesting and exercisability of unmatured Awards
to the extent necessary to avoid or mitigate the impact of the golden parachute
excise tax under Section 4999 of the Code on the Participant. In the event the
Award Agreement does not contain any contrary provision regarding the method of
avoiding or mitigating the impact of the golden parachute excise tax under
Section 4999 of the Code on the Participant, then the Participant shall be
entitled to a "Special Reimbursement" (as hereinafter defined). If the Special
Reimbursement applies, then, if the Participant is liable for the payment of any
excise tax (the "Basic Excise Tax") because of Section 4999 of the Code or any
successor or similar provision with respect to any payments or benefits received
or to be received from the Company, its affiliates, or any successor to the
Company or its affiliates, whether provided pursuant to this Plan or otherwise,
the Company shall pay the Participant an amount (the "Special Reimbursement")
which, after payment by the Participant (or on the Participant's behalf) of any
federal, foreign, state, and local taxes applicable thereto, including, without
limitation, any further excise tax under Section 4999 of the Code, on, with
respect to, or resulting from the Special Reimbursement, equals the net amount
of the Basic Excise Tax. Notwithstanding any contrary provision of an Award
Agreement, if a Participant is entitled to a Special Reimbursement with respect
to any Award, no limitation on the vesting or exercisability of any other
unmatured Award shall apply.

<PAGE> 31

18. NO EMPLOYMENT GUARANTEED. No provision of this Plan or any
Award Agreement hereunder shall confer any right upon any employee to continued
employment with the Company or any Subsidiary.

19. RIGHTS AS SHAREHOLDER. Unless otherwise provided under the
terms of an Award Agreement, a Participant shall have no rights as a holder of
Common Shares with respect to Awards granted hereunder, unless and until
certificates for Common Shares are issued to such Participant.

20. GOVERNING LAW. The Plan and all determinations made and
actions taken pursuant hereto, to the extent not otherwise governed by mandatory
provisions of the Code or the securities laws of the United States, shall be
governed by and construed in accordance with the laws of the State of Texas.

21. EFFECTIVE DATE OF PLAN. This Plan originally became effective
on September 1, 1995. This amendment and restatement of the Plan shall be
effective as provided in Section 1.

7
<PAGE> 32

APPENDIX B

FIRST AMENDMENT TO
CORE LABORATORIES N.V.
1995 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
(AS AMENDED AND RESTATED EFFECTIVE AS OF MAY 29, 1997)

WHEREAS, CORE LABORATORIES N.V. (the "Company") has heretofore adopted
the CORE LABORATORIES N.V. 1995 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN (the
"Plan"); and

WHEREAS, the Company desires to amend the Plan to revise the number of
shares of common stock of the Company that will be subject to each option
granted to give effect to the two-for-one split of the Company's common stock on
December 19, 1997 under the Plan, to change the grant date of options, and to
change the vesting schedule under the Plan,

NOW, THEREFORE, the Plan shall be amended as follows, effective as of
January 1, 1998:

1. Paragraph 3 of the Plan shall be deleted and the following shall be
substituted therefor:

"3. DESIGNATION OF OPTIONEES; AUTOMATIC GRANT OF OPTIONS. Each
Nonemployee Director shall be granted Options as described hereunder.
Each individual who becomes a Nonemployee Director shall be granted an
Option to purchase 1,000 Common Shares (subject to adjustment as
provided in Paragraph 10) on the date such person first becomes a
Nonemployee Director. Furthermore, each person serving as a Nonemployee
Director on the first date in the calendar year, if any, set by the
Board for the issuance of options to more than 10 employees under the
Core Laboratories N.V. 1995 Long-Term Incentive Plan, shall be granted
on such date an Option to purchase (a) an additional 10,000 Common
Shares (subject to adjustment as provided in Paragraph 10) if such
Nonemployee Director is not the Chairman of the Board or (b) an
additional 20,000 Common Shares (subject to adjustment as provided in
Paragraph 10) if such Nonemployee Director is the Chairman of the
Board. Notwithstanding the foregoing, this Plan shall terminate and no
further Options shall be granted if the number of shares subject to
future grant under this Plan is not sufficient to make all automatic
grants required to be made pursuant to this Plan on such date of
grant."

2. Paragraph 8(a) of the Plan shall be deleted and the following shall
be substituted therefor:

"(a) Each Option granted pursuant to this Plan shall be exercisable
with respect to the total number of Common Shares originally subject to
the Option on the first anniversary date following the date of grant."

3. As amended hereby, the Plan is specifically ratified and reaffirmed.
<PAGE> 33
APPENDIX C

CORE LABORATORIES N.V.
1995 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
(AS AMENDED AND RESTATED EFFECTIVE AS OF MAY 29, 1997)

1. OBJECTIVES. This Nonemployee Director Stock Option Plan (the
"Plan") is intended as an incentive to retain and attract persons of training,
experience, and ability to serve as independent directors on the Board of
Supervisory Directors of Core Laboratories N.V. (the "Company") and as Advisory
Directors to the Board of Supervisory Directors, to encourage the sense of
proprietorship of such persons, and to stimulate the active interest of such
persons in the development and financial success of the Company. It is further
intended that the options granted pursuant to this Plan (the "Options") will be
nonqualified options within the meaning of Section 83 of the Code. The Plan as
set forth herein constitutes an amendment and restatement of the Core
Laboratories N.V. 1995 Nonemployee Director Stock Option Plan as previously
adopted by the Company and shall supersede and replace in its entirety such
previously adopted plan. This amendment and restatement of the Plan shall be
effective as of May 29, 1997, provided this amendment and restatement of the
Plan is approved by the shareholders of the Company on such date at the
Company's 1997 Annual Meeting of Shareholders. If this amendment and restatement
of the Plan is not so approved by the shareholders, then no Options above the
50,000 Common Shares initially authorized shall be granted under the Plan on or
after May 29, 1997.

2. DEFINITIONS. As used herein, the terms set forth below shall
have the following respective meanings:

"BOARD" means the Board of Supervisory Directors of the
Company.

"CODE" means the United States Internal Revenue Code of 1986,
as amended from time to time.

"COMMON SHARES" means the Common Shares, par value NLG .03
(U.S. $.05) per share, of the Company.

"DIRECTOR" means any individual serving as a member of the
Board and any individual serving as an Advisory Director to the Board.

"EFFECTIVE DATE" means May 29, 1997.

"EXCHANGE ACT" means the United States Securities Exchange Act
of 1934, as amended from time to time.

"FAIR MARKET VALUE" means, as of a particular date, (a) if the
Common Shares are listed on a national securities exchange, the final closing
sales price per Common Share on the consolidated transaction reporting system
for the principal such national securities exchange on that date, or, if there
shall have been no such sale so reported on that date, on the last preceding
date on which such a sale was so reported, (b) if the Common Shares are not so
listed but are quoted on the Nasdaq National Market, the final closing sales
price per Common Share on the Nasdaq National Market on that date, or, if there
shall have been no such sale so reported on that date, on the last preceding
date on which such a sale was so reported, (c) if the Common Shares are not so
listed or quoted, the mean between the closing bid and asked price on that date,
or, if there are no quotations available for such date, on the last preceding
date on which such quotations shall be available, as reported by Nasdaq, or, if
not reported by Nasdaq, by the National Quotation Bureau, Inc., or (d) if none
of the above is applicable, such amount as may be determined by the Board, in
good faith, to be the fair market value per Common Share.

"NONEMPLOYEE DIRECTOR" means any Director who is not an
employee of the Company or any Subsidiary and has not been an employee since the
date of the most recent annual general meeting of shareholders of the Company.

<PAGE> 34

"OPTION AGREEMENT" means a written agreement between the
Company and an Optionee that sets forth the terms, conditions, and limitations
applicable to an Option.

"OPTIONEE" means a Nonemployee Director to whom an Option has
been granted under this Plan.

"RULE 16b-3" means Rule 16b-3 promulgated under the Exchange
Act, or any successor rule.

"SUBSIDIARY" means any corporation, limited liability company,
or similar entity of which the Company directly or indirectly owns shares
representing more than 50% of the voting power of all classes or series of
equity securities of such entity, which have the right to vote generally on
matters submitted to a vote of the shareholders of equity interests in such
entity.

3. DESIGNATION OF OPTIONEES; AUTOMATIC GRANT OF OPTIONS. Each
Nonemployee Director shall be granted Options as described hereunder. Each
individual who becomes a Nonemployee Director shall be granted an Option to
purchase 1,000 Common Shares (subject to adjustment as provided in Paragraph 10)
on the date such person first becomes a Nonemployee Director. Furthermore, each
person serving as a Nonemployee Director on the day after the date of each
annual general meeting of shareholders of the Company shall be granted on such
date an Option to purchase (a) an additional 5,000 Common Shares (subject to
adjustment as provided in Paragraph 10) if such Nonemployee Director is not the
Chairman of the Board or (b) an additional 10,000 Common Shares (subject to
adjustment as provided in Paragraph 10) if such Nonemployee Director is the
Chairman of the Board. Notwithstanding the foregoing, this Plan shall terminate
and no further Options shall be granted if the number of shares subject to
future grant under this Plan is not sufficient to make all automatic grants
required to be made pursuant to this Plan on such date of grant.

4. OPTION AGREEMENT. Each Option granted hereunder shall be
described in an Option Agreement, which shall be subject to the terms and
conditions set forth above and shall be signed by the Optionee and by the Chief
Executive Officer, the Chief Operating Officer, or any Vice President of the
Company for and on behalf of the Company.

5. COMMON SHARES RESERVED FOR THE PLAN. Subject to adjustment as
provided in Paragraph 10 hereof, a total of 100,000 Common Shares shall be
reserved for issuance upon the exercise of Options granted pursuant to this
Plan. The Board and the appropriate officers of the Company shall from time to
time take whatever actions are necessary to execute, acknowledge, file, and
deliver any documents required to be filed with or delivered to any governmental
authority or any stock exchange or transaction reporting system on which Common
Shares are listed or quoted in order to make Common Shares available for
issuance pursuant to this Plan. Common Shares subject to Options that are
forfeited or terminated or expire unexercised in such a manner that all or some
of the shares subject thereto are not issued to an Optionee shall immediately
become available for the granting of Options.

6. OPTION PRICE. The purchase price of each Common Share that is
subject to an Option granted pursuant to this Plan shall be 100% of the Fair
Market Value of such Common Share on the date the Option is granted.

7. OPTION PERIOD. Each Option granted pursuant to this Plan shall
terminate and be of no force and effect with respect to any Common Shares not
purchased by the Optionee upon the earliest to occur of the following: (a) the
expiration of ten years following the date upon which the Option is granted or
(b) the expiration of one year following the date upon which the Optionee ceases
to be a Director.

8. EXERCISE OF OPTIONS.

(a) Each Option granted pursuant to this Plan shall be
exercisable with respect to the total number of Common Shares originally subject
to the Option on the day before each annual general meeting of shareholders of
the Company following the date of grant.

(b) Except as permitted by an assignment in accordance with
Paragraph 9, an Option may be exercised solely by the Optionee during his
lifetime or after his death by the person or persons entitled thereto under his
will or the laws of descent and distribution.

<PAGE> 35

(c) In the event that an Optionee ceases to be a Director, an
Option granted to such Optionee may be exercised only to the extent such Option
was exercisable at the time he ceased to serve in such capacity.

(d) The purchase price of the shares as to which an Option is
exercised shall be paid in full at the time of the exercise. Such purchase price
shall be payable in cash or by means of tendering theretofore owned Common
Shares which have been held by the Optionee for more than six months, valued at
Fair Market Value on the date of exercise, or any combination thereof. No holder
of an Option shall be, or have any of the rights or privileges of, a shareholder
of the Company in respect of any shares subject to any Option unless and until
certificates evidencing such shares shall have been issued by the Company to
such holder.

9. ASSIGNABILITY. No Option shall be assignable or otherwise
transferable except (a) by will or the laws of descent and distribution, (b)
pursuant to a qualified domestic relations order as defined by the Code or Title
I of the United States Employee Retirement Income Security Act, or the rules
thereunder, or (c) with the consent of the Board. Any attempted assignment of an
Option in violation of this Paragraph 9 shall be null and void.

10. ADJUSTMENTS; CHANGE IN CONTROL.

(a) The existence of outstanding Options shall not affect in
any manner the right or power of the Company or its shareholders to make or
authorize (i) any or all adjustments, recapitalizations, reorganizations, or
other changes in the share capital of the Company or its business, (ii) any
merger or consolidation of the Company, (iii) any issue of bonds, debentures,
preferred or prior preference shares (whether or not such issue is prior to, on
a parity with, or junior to the Common Shares), (iv) the dissolution or
liquidation of the Company, (v) any sale or transfer of all or any part of its
assets or business, or (vi) any other corporate act or proceeding of any kind,
whether or not of a character similar to that of the acts or proceedings
enumerated above.

(b) In the event of any subdivision or consolidation of
outstanding Common Shares or declaration of a dividend payable in Common Shares
or other stock split, then (i) the number of Common Shares reserved under this
Plan and covered by outstanding Options, (ii) the exercise price of such
Options, and (iii) the number of shares to be subject to future Options shall be
proportionately adjusted to reflect such transaction. In the event of any other
recapitalization or capital reorganization of the Company, a consolidation or
merger of the Company with another corporation or entity, or the adoption by the
Company of a plan of exchange affecting the Common Shares or any distribution to
holders of Common Shares of securities or property (other than normal cash
dividends or dividends payable in Common Shares), the Board shall make such
adjustments or other provisions as it may deem equitable, including adjustments
to avoid fractional shares, to give proper effect to such event; provided that
such adjustments shall only be such as are necessary to maintain the
proportionate interest of the Optionees and preserve, without exceeding, the
value of the Options. In the event of a corporate merger, consolidation,
acquisition of property or stock, separation, reorganization, or liquidation,
the Board shall be authorized (i) to issue or assume stock options, regardless
of whether in a transaction by which Section 425(a) of the Code applies, by
means of substitution of new options for previously issued options or an
assumption of previously issued options or (ii) to make provision for the
acceleration of the exercisability of, the lapse of restrictions with respect
to, or the termination of unexercised options in connection with such
transaction.

(c) An Option shall become fully exercisable upon a Change in
Control (as hereinafter defined) of the Company. For purposes of this Plan, a
"Change in Control" shall be conclusively deemed to have occurred if (and only
if) any of the following events shall have occurred: (a) there shall have
occurred an event required to be reported in response to Item 6(e) of Schedule
14A of Regulation 14A (or in response to any similar item on any similar
schedule or form) promulgated under the Exchange Act, whether or not the Company
is then subject to such reporting requirement; (b) after the Effective Date any
"person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act),
other than a person that is a Director of the Company on the Effective Date or
any person controlled by such a Director, becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 51% or more of the combined voting power
of the Company's then outstanding voting securities without prior approval of a
least two-thirds of the members of the Board in office immediately prior to such
person's attaining such percentage interest; (c) the Company is a party to a
merger, consolidation, sale of assets or other reorganization, or a proxy
contest, as a consequence of which members of the Board in office immediately
prior to such transaction or event constitute less than a majority of the Board
thereafter; or (d) during any period of two

<PAGE> 36

consecutive years, individuals who at the beginning of such period constituted
the Board (including for this purpose any new member whose election or
nomination for election by the Company's shareholders was approved by a vote of
at least two-thirds of the members then still in office who were members at the
beginning of such period) cease for any reason to constitute at least a majority
of the Board.

11. PURCHASE FOR INVESTMENT. Unless the Options and Common Shares
covered by this Plan have been registered under the Securities Act of 1933, as
amended, each person exercising an Option under this Plan may be required by the
Company to give a representation in writing in form and substance satisfactory
to the Company to the effect that he is acquiring such shares for his own
account for investment and not with a view to, or for sale in connection with,
the distribution of such shares or any part thereof.

12. TAXES. The Company may make such provisions as it may deem
appropriate for the withholding of any taxes that it determines is required in
connection with any Options granted to any Optionee hereunder.

13. AMENDMENTS OR TERMINATION. The Board may amend, alter or
discontinue this Plan, except that (a) no amendment or alteration that would
impair the rights of any Optionee under any Option that he has been granted
shall be made without his consent, (b) no amendment or alteration shall be
effective prior to approval by the Company's shareholders to the extent such
approval is then required pursuant to Rule 16b-3 in order to preserve the
applicability of any exemption provided by such rule to any Option then
outstanding (unless the holder of such Option consents) or to the extent
shareholder approval is otherwise required by applicable legal requirements, and
(c) the Plan shall not be amended more than once every six months to the extent
such limitation is required by Rule 16b-3(c)(2)(ii) (or any successor provision)
under the Exchange Act as then in effect.

14. GOVERNMENT REGULATIONS. This Plan, and the granting and
exercise of Options hereunder, and the obligation of the Company to sell and
deliver Common Shares under such Options, shall be subject to all applicable
foreign and United States laws, rules and regulations, and required approvals on
the part of any governmental agencies or national securities exchanges or
transaction reporting systems.

15. GOVERNING LAW. This Plan and all determinations made and
actions taken pursuant hereto, to the extent not otherwise governed by mandatory
provisions of the Code or the securities laws of the United States, shall be
governed by and construed in accordance with the laws of Texas.

16. EFFECTIVE DATE OF PLAN. This Plan originally became effective
on September 1, 1995. This amendment and restatement of the Plan shall be
effective as provided in Paragraph 1.

17. MISCELLANEOUS. The granting of any Option shall not impose
upon the Company, the Board, or any other Directors any obligation to nominate
any Optionee for election as a Director and the right of the shareholders of the
Company to remove any person as a Director of the Company shall not be
diminished or affected by reason of the fact that an Option has been granted to
such person.

<PAGE> 37
CORE LABORATORIES N.V.

THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF SUPERVISORY
DIRECTORS OF CORE LABORATORIES N.V. FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE
HELD ON FRIDAY, APRIL 28, 2000.

P The undersigned hereby constitutes and appoints Jacobus Schouten and
John D. Denson, and each or either of them, his true and lawful
attorneys and proxies with full power of substitution, for and in the
name, place and stead of the undersigned, to attend the Annual
R Meeting of Shareholders of Core Laboratories N.V. to be held at the
at the law offices of Nauta Dutilh, Weena 750, 3014 DA Rotterdam, The
Netherlands, on April 28, 2000 at 10:00 a.m., local time, and any
adjournment(s) thereof, with all powers the undersigned would possess
O if personally present and to vote thereof, as provided on the reverse
side of this card, the number of shares the undersigned would be
entitled to vote if personally present. IN ACCORDANCE WITH THEIR
X DISCRETION, SAID ATTORNEYS AND PROXIES ARE AUTHORIZED TO VOTE UPON
SUCH OTHER GUISES AS MAY PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENT THEREOF.

THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF SUPERVISORY DIRECTORS.
THIS PROXY WILL BE VOTED AS DIRECTED. IN THE ABSENCE OF DIRECTION, THIS PROXY
WILL BE VOTED FOR THE TEN NOMINEES AND FOR PROPOSALS 2, 3, 4, 5, 6, 7 AND 8.

(To be signed and continued on the reverse side.)

<PAGE> 38

Please mark your
vote as in this
[X] example.

<TABLE>

<S> <C> <C> <C>
FOR WITHHELD Supervisory Directors
1. Election of Supervisory Directors. [ ] [ ] Recommended: A vote for
election of the following
Supervisory Directors:

Nominees:
David M. Demshur
Rene R. Joyce
Timothy J. Probert
Jacobus Schouten
Bob G. Agnew
D. John Ogren
Joseph R. Perna
Richard L. Bergmark
Alexander Vriesendorp
Stephen D. Weinroth

For, except vote withheld from the following nominee(s)

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

FOR AGAINST ABSTAIN

2. Approval of Annual Accounts. [ ] [ ] [ ]

FOR AGAINST ABSTAIN

3. Approval of extension of authority of [ ] [ ] [ ]
Management Board to repurchase up to 10%
of the outstanding share capital of the
Company until October 27, 2001.

FOR AGAINST ABSTAIN

4. Approval of extension of authority of [ ] [ ] [ ]
Supervisory Board to issue and/or to
grant rights (including options to
purchase) on common and/or preference
shares of the Company until April 27,
2005.
</TABLE>

<PAGE> 39

<TABLE>

FOR AGAINST ABSTAIN
5. Approval of extension of authority of [ ] [ ] [ ]
Supervisory Board to limit or eliminate
preemptive rights of holders of common
shares until April 27, 2005.

FOR AGAINST ABSTAIN
6. Approval of Amendment to the Company's [ ] [ ] [ ]
1995 Long-Term Incentive Plan to
increase the number of common shares
available for issuance under the plan by
an aggregate of 2,500,000 shares.

FOR AGAINST ABSTAIN
7. Approval of Amendment to the Company's [ ] [ ] [ ]
1995 Nonemployee Director Stock Option
Plan to increase the number of common
shares available for issuance under the
plan by an aggregate of 500,000 shares.

FOR AGAINST ABSTAIN
8. Ratification of Appointment of Arthur [ ] [ ] [ ]
Andersen LLP as Independent Public
Accountants of the Company for 2000.

NOTE: SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENT THEREOF SHALL BE VOTED IN ACCORDANCE WITH THE DISCRETION OF
THE ATTORNEYS AND PROXIES APPOINTED HEREBY.

SIGNATURE: DATE: SIGNATURE:
---------------------------- --------------- --------------------------------
DATE:
------------------

NOTE: Please sign exactly as name appears thereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such.
</TABLE>