Core Laboratories (CLB) DEF 14A Definitive proxy

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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Exchange Act of 1934 (Amendment No.  )

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Core Laboratories N.V.

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CORE LABORATORIES N.V.
Herengracht 424
1017 BZ Amsterdam
The Netherlands

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 14, 2009

Dear Shareholder:

     You are cordially invited to attend our 2009 annual meeting of shareholders which will be held at the Sheraton Amsterdam Airport Hotel and Conference Center, Schipol Boulevard 101, 1118 BG, Amsterdam, The Netherlands, on Thursday, May 14, 2009 at 3:00 p.m., local time, for the following purposes as proposed by the Board of Supervisory Directors:

1.	To elect two Class III Supervisory Directors to serve until our annual meeting in 2012 and until their successors shall have been duly elected and qualified;
2.	To confirm and adopt our Dutch Statutory Annual Accounts in the English language for the fiscal year ended December 31, 2008;
3.	To approve and resolve the extension of the authority to issue shares and/or to grant rights (including options to purchase) with respect to our common and preference shares up to a maximum of 20% of outstanding shares per annum until May 14, 2014;
4.	To approve and resolve the extension of the authority to limit or exclude the preemptive rights of the holders of our common shares and/or preference shares up to a maximum of 20% of outstanding shares per annum until May 14, 2014;
5.	To ratify the appointment of PricewaterhouseCoopers as our Company’s independent registered public accountants for the year ending December 31, 2009; and
6.	To transact such other business as may properly come before the annual meeting or any adjournment thereof.

     Each of the matters 2 through 4 being presented at the annual meeting has been presented to and approved by our shareholders at our prior annual meetings. In large measure, these matters are presented to our shareholders each year as a result of our being organized under the laws of The Netherlands. Copies of the Dutch statutory annual accounts, the report of the Management Board and the list of nominees for the Supervisory Board will be available for inspection at our offices in The Netherlands, located at Herengracht 424, 1017 BZ Amsterdam, Attention: Mr. Jacobus Schouten, by registered shareholders and other persons entitled to attend our shareholder meetings. Such copies will be available for inspection from the date of this notice until the close of our 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 accompanying proxy card promptly. If you are present at the annual meeting and wish to do so, you may revoke your proxy and vote in person.

By Order of the Board of Supervisory Directors,

Jacobus Schouten
Supervisory Director

April 1, 2009
Amsterdam, The Netherlands

TABLE OF CONTENTS

	Page
ABOUT THE 2009 ANNUAL MEETING OF SHAREHOLDERS		1
OWNERSHIP OF SECURITIES		3
Security Ownership by Certain Beneficial Owners and Management		3
Section 16(a) Beneficial Ownership Reporting Compliance		4
Equity Compensation Plan Information		4
INFORMATION ABOUT OUR SUPERVISORY DIRECTORS AND DIRECTOR COMPENSATION		5
Board of Supervisory Directors		5
Non-Employee Director Compensation		7
CORPORATE GOVERNANCE		9
Board Structure		9
Supervisory Director Independence		9
Supervisory Board Meetings		9
Committees of the Supervisory Board		9
Qualifications of Supervisory Directors		10
Supervisory Director Nomination Process		10
Related Person Transactions		11
Compensation Committee Interlocks and Insider Participation		11
Communications with Directors; Website Access to Our Corporate Documents		12
Dutch Corporate Governance Code		12
COMPENSATION DISCUSSION AND ANALYSIS		13
Overview		13
Role of Consultant		13
Role of our Executive Officers in Establishing Compensation		13
Compensation Philosophy		13
Benchmarking		14
Selecting the Peer Group		14
Elements of Compensation		15
Executive Compensation Policies		18
Employment Agreements and Change in Control Agreements		18
INFORMATION ABOUT OUR EXECUTIVE OFFICERS AND EXECUTIVE COMPENSATION		20
Executive Officers		20
Summary Compensation		21
All Other Compensation from Summary Compensation Table		22
Grants of Plan-Based Awards		22
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table		22
Outstanding Equity Awards at Fiscal Year End		24
Option Exercises and Stock Vested		24
Pension Benefit Plans		25
Nonqualified Deferred Compensation		26
Potential Payments Upon Termination or Change in Control		27
COMPENSATION COMMITTEE REPORT		31
REPORT OF THE AUDIT COMMITTEE		32
INFORMATION ABOUT OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		34
Audit Fee Summary		34

	Page
MATTERS TO BE VOTED ON		35
Item 1. Election of Supervisory Directors		35
Item 2. Confirmation and Adoption of Annual Accounts		35
Item 3. Extension of Authority to Issue Shares Until May 14, 2014		36
Item 4. Extension of Authority of Supervisory Board to Limit or Eliminate Preemptive Rights Until May 14, 2014		36
Item 5. Ratification of Appointment of PricewaterhouseCoopers as Our Independent Registered Public Accounting Firm for 2009		37
Item 6. Other Matters to Be Voted On		37
OTHER PROXY MATTERS		38
Information About Our 2010 Annual Meeting		38
Stockholders Sharing the Same Address		38
Incorporation by Reference		38
Other Information		38

CORE LABORATORIES N.V.
Herengracht 424
1017 BZ Amsterdam
The Netherlands

PROXY STATEMENT

ABOUT THE 2009 ANNUAL MEETING OF SHAREHOLDERS

WHY HAVE I RECEIVED THESE MATERIALS?

     This proxy statement and the accompanying proxy card are first being made available to you on the Internet on April 1, 2009 or, upon your request, mailed to you on or about April 13, 2009 and are being furnished in connection with the solicitation of proxies by and on behalf of the Board of Supervisory Directors of Core Laboratories N.V. (“Core” or the “Company”) for use at our 2009 annual meeting of shareholders to be held at the Sheraton Amsterdam Airport Hotel and Conference Center, Schipol Boulevard 101, 1118 BG, Amsterdam, The Netherlands, on Thursday, May 14, 2009 at 3:00 p.m., local time for the purpose of voting on the proposals described in this proxy statement.

WHY DID I RECEIVE A ONE-PAGE NOTICE IN THE MAIL REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS INSTEAD OF A FULL SET OF PROXY MATERIALS?

     As permitted by rules adopted by the Securities and Exchange Commission, we are making this proxy statement and our Annual Report available on the Internet. On or before April 3, 2009, we mailed a notice to shareholders containing instructions on how to access the proxy statement and Annual Report and vote online. In addition, shareholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.

     Choosing to receive your future proxy materials by email will save us the cost of printing and mailing documents to you. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you terminate it.

WHAT AM I VOTING ON?

     You will be voting on the following matters proposed by the Board of Supervisory Directors:

1.	To elect two Class III Supervisory Directors to serve until our annual meeting in 2012 and until their successors shall have been duly elected and qualified;
2.	To confirm and adopt our Dutch Statutory Annual Accounts in the English language for the fiscal year ended December 31, 2008;
3.	To approve and resolve the extension of the authority to issue shares and/or to grant rights (including options to purchase) with respect to our common and preference shares up to a maximum of 20% of outstanding shares per annum until May 14, 2014;
4.	To approve and resolve the extension of the authority to limit or exclude the preemptive rights of the holders of our common shares and/or preference share up to a maximum of 20% of outstanding shares per annum until May 14, 2014;
5.	To ratify the appointment of PricewaterhouseCoopers as our Company’s independent registered public accountants for the year ending December 31, 2009; and
6.	To transact such other business as may properly come before the annual meeting or any adjournment thereof.

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WHO IS ENTITLED TO VOTE?

     If you hold common shares at the close of business in New York City on March 19, 2009, the record date for the determination of shareholders, you are entitled to notice of and to vote at our annual meeting. On March 19, 2009, there were 22,923,678 common shares outstanding, each of which is entitled to one vote. Our common shares are the only class of our capital stock outstanding and entitled to notice of and to vote at the annual meeting.

HOW DO I VOTE BEFORE THE MEETING?

     If you are a registered shareholder, meaning that you hold your shares in certificate form or through an account with our transfer agent, American Stock Transfer and Trust Company, you can vote by mail, by completing, signing and returning the accompanying proxy card or you may vote online at www.proxyvote.com.

     If you hold your shares through an account with a bank or broker, you must obtain a legal proxy from the bank or broker in order to vote at the meeting. Please follow the directions that your bank or broker provides.

MAY I VOTE AT THE MEETING?

     You may vote your shares at the meeting if you attend in person. Even if you plan to attend the meeting, we encourage you to vote your shares by proxy.

CAN I CHANGE MY MIND AFTER I VOTE?

     You may change your vote at any time before the polls close at the conclusion of voting at the meeting. You may revoke your proxy (1) by giving written notice to Mark F. Elvig, Secretary, in care of Core Laboratories LP, 6316 Windfern Road, Houston, Texas 77040, at any time before the proxy is voted, (2) by submitting a properly signed proxy card with a later date, or (3) by voting in person at the annual meeting.

WHAT IF I RETURN MY PROXY CARD BUT DO NOT PROVIDE VOTING INSTRUCTIONS?

     Proxies that are signed and returned but do not contain instructions will be voted “FOR” all proposals and in accordance with the best judgment of the named proxies on any other matters properly brought before the meeting.

WHAT VOTE IS REQUIRED?

     Under Dutch law and our articles of association, there is no specific quorum requirement for our annual meeting and the affirmative vote of a majority of votes cast is required to approve each of the proposals proposed by the Supervisory Board, except that in relation to item 4, a two-thirds majority of the votes cast is required to approve the proposal in the event that less than 50% of the issued shares are present or represented at the meeting. In addition, Dutch law and our articles of association provide that common shares abstaining from voting will count as shares present at the annual meeting but will not count for the purpose of determining the number of votes cast. Broker non-votes will not count as shares present at the annual meeting or for the purpose of determining the number of votes cast. A “broker non-vote” occurs if you do not provide the record holder of your shares (usually a bank, broker, or other nominee) with voting instructions on a matter and the holder is not permitted to vote on the matter without instructions from you under applicable rules of the New York Stock Exchange, or “NYSE.”

WHO WILL BEAR THE EXPENSE OF SOLICITING PROXIES?

     We will bear the cost of preparing and mailing proxy materials as well as the cost of soliciting proxies and will reimburse banks, brokerage firms, custodians, nominees and fiduciaries for their expenses in sending proxy materials to the beneficial owners of our common shares. The solicitation of proxies by the Supervisory Board will be conducted by mail. In addition, certain members of the Supervisory Board, as well as our officers and regular employees may solicit proxies in person, by facsimile, by telephone or by other means of electronic communication. We have retained Georgeson Shareholder Communications to assist in the solicitation of proxies for a fee of $10,000 plus out-of-pocket expenses. In addition to solicitation of proxies, Georgeson may provide advisory services as requested pertaining to the solicitation of proxies.

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OWNERSHIP OF SECURITIES

Security Ownership by Certain Beneficial Owners and Management

     The table below sets forth certain information, as of March 19, 2009, with respect to the common shares beneficially owned by:

• each person known to us to own beneficially 5% or more of our outstanding common shares;

• each Supervisory Director;

• each nominee for election as Supervisory Director;

• each of our executive officers; and

• all Supervisory Directors and executive officers as a group.

	Number of		Percentage of
	Common Shares		Common Shares
Name of Beneficial Owner (1)	Beneficially Owned		Outstanding (2)
ClearBridge Advisors, LLC (3)		2,686,730		11.7	%
Vontobel Asset Management, Inc. (4)		1,681,783		7.3	%
Capital World Investors(5)		1,386,910		6.1	%
David M. Demshur		525,246		2.3	%
Richard L. Bergmark		199,734		*
Monty L. Davis		167,042		*
Joseph R. Perna		49,994		*
D. John Ogren		50,000		*
Rene R. Joyce		28,000		*
Alexander Vriesendorp		943		*
Michael C. Kearney		7,016		*
Jacobus Schouten		—		—
All Supervisory Directors and executive officers as a group		1,027,975		4.5	%

*	Represents less than 1%.
(1)	Unless otherwise indicated, each person has sole voting power and investment power with respect to the common shares listed.
(2)	Based on 22,923,678 common shares outstanding as of March 19, 2009.
(3)	Based upon an Amendment No. 3 to Schedule 13G/A filed with the SEC on February 13, 2009, ClearBridge Advisors, LLC has shared voting power with respect to 2,686,730 shares. ClearBridge Advisors’ current address is 620 8th Avenue, New York, NY 10018.
(4)	Based upon a Form 13F filed with the SEC on February 17, 2009, Vontobel Asset Management, Inc. is deemed to be the beneficial owner of 1,681,783 shares. Vontobel Asset Management, Inc.’s current address is 1540 Broadway, 38th Floor, New York, NY 10036.
(5)	Based upon an Amendment No. 1 to Schedule 13G/A filed with the SEC on February 13, 2009, Capital World Investors is deemed to be the beneficial owner of 1,386,910 shares as a result of CRMC acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940. Capital World Investors’ current address is 333 South Hope Street, Los Angeles, CA 90071.

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Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934 requires the Supervisory Directors, executive officers and persons who own more than 10% of our common shares, among others, to file initial reports of ownership and reports of changes in ownership (Forms 3, 4 and 5) of our common shares with the Securities and Exchange Commission (“SEC”) and the NYSE. Such filers are required by SEC regulations to furnish us with copies of all such forms that they file.

     To our knowledge, based solely upon our review of the Section 16(a) filings that have been received by us, we believe that during the fiscal year ended December 31, 2008, our Supervisory Directors, executive officers and 10% shareholders complied with all applicable Section 16(a) filing requirements.

Equity Compensation Plan Information

     We have two main incentive plans, our 2007 Long-Term Incentive Plan, which we refer to as our LTIP, and our Director Plan, both of which have been approved by our shareholders. The table below provides information regarding our equity compensation plans as of December 31, 2008.

	Number of Common				Number of Common
	Shares to be Issued Upon		Weighted Average		Shares Remaining
	Exercise of Outstanding		Exercise Price of		Available for Future
	Options, Warrants and		Outstanding Options,		Issuance Under Equity
	Rights		Warrants and Rights		Compensation Plans
Equity compensation plans approved by our shareholders		452,203	$	12.70		830,883
Equity compensation plans not approved by our shareholders (1)		—		—		—
Total		452,203	$	12.70		830,883

(1) We have assumed outstanding stock options in connection with certain of our acquisitions. The aggregate number of our common shares to be issued upon exercise of such options on December 31, 2008 was 41,465 shares and the weighted average exercise price of such outstanding options was $0.01. These shares were granted under plans administered by the companies acquired by us but we did not assume the stock option plans of these acquired companies, and since the closing of the acquisitions, no additional stock options under these plans have been granted, nor are any authorized to be granted under such plans. Because the assumption of these options did not require shareholder approval, we did not obtain such approval.

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INFORMATION ABOUT OUR SUPERVISORY DIRECTORS AND DIRECTOR COMPENSATION

Board of Supervisory Directors

     Set forth below as of March 19, 2009 are the names, ages and biographical information for our Supervisory Directors, including individuals who have been nominated for reelection as a Supervisory Director. You may vote for any of the nominees, for all nominees, or for none of the nominees.

Continuing Class I Supervisory Directors (Term to Expire 2011)
David M. Demshur, 53	Mr. Demshur joined our Company in 1979 and presently serves as our President and Chief Executive Officer and as Chairman of our Supervisory Board. Since joining our Company, Mr. Demshur has held various operating positions, including Manager of Geological Sciences from 1983 to 1987, Vice President of Europe, Africa and the Middle East from 1989 to 1991, Senior Vice President of Petroleum Services from 1991 to 1994 and Chief Executive Officer and President from 1994 to the present time. 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. Mr. Demshur has served as a Supervisory Director since our initial public offering in 1995 and as Chairman of our Supervisory Board since May 2001.
Rene R. Joyce, 61	Mr. Joyce serves as the chief executive officer of Targa Resources, Inc. and as a member of its board of directors since April 2004. Mr. Joyce has also served as a member of the board of directors of the general partner of Targa Resource Partners LP since February 2007. Mr. Joyce served as an independent consultant in the energy industry from 2000 through April 2004. Mr. Joyce served as president of Energy Services of Coral Energy, LLC from its acquisition by Shell Oil Company in 1998 until the end of 1999. From 1990 until 1998, Mr. Joyce served as president of the operating companies of Tejas Gas Corporation, Coral’s predecessor and a listed company on the NYSE. Mr. Joyce is a member of the Louisiana State Bar Association. Mr. Joyce has served as a Supervisory Director since 2000.
Michael C. Kearney, 60	Mr. Kearney has served as the chief financial officer of Deepflex Inc., a Texas-based oilfield service company, since January 2008. He served as executive vice president and chief financial officer of Tesco Corporation, a Canadian based oil-service company from October 2004 to January 2007. From 1998 until 2004, Mr. Kearney served as the chief financial officer and vice president — administration of Hydril Company, a manufacturer of products for petroleum drilling and production. Mr. Kearney has served as a Supervisory Director since 2004.
Continuing Class II Supervisory Directors (Term To Expire 2010)
D. John Ogren, 65	Mr. 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 International in 1997 and Schlumberger’s acquisition of Camco International in 1998. From 1989 until 1991, Mr. Ogren served as senior vice president of Conoco Inc. and from 1992 until 1994, as senior vice president of E.I. duPont. Mr. Ogren a director of John Wood Group PLC. Until July 2008, he served as the non-executive chairman of WellDynamics, a Halliburton/Shell joint venture company. He is a member of the Society of Petroleum Engineers. Mr. Ogren has served as a Supervisory Director since 2000.

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Joseph R. Perna, 65	Mr. Perna joined our 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 on March 31, 1998. Mr. Perna has served as a Supervisory Director since our initial public offering in 1995.
Jacobus Schouten, 54	Mr. Schouten serves on the board of directors of various privately-held European companies. He has been a managing director of International Mezzanine Capital B.V., a private equity fund, since 1990. Mr. Schouten has served as a Supervisory Director since our initial public offering in 1995.
Nominees for Class III Supervisory Directors (Term to Expire 2012)
Richard L. Bergmark, 55	Mr. Bergmark joined Western Atlas International, Inc. as Treasurer in 1987. From 1987 to 1994, our Company was operated as a division of Western Atlas. In 1991, Mr. Bergmark became the Area Manager for Finance and Administration for Europe, Africa and the Middle East operations of Western Geophysical, a division of Western Atlas. From our separation with Western Atlas in 1994 until 1999, he served as our Chief Financial Officer and Treasurer and in 1999 he was appointed Executive Vice President. Mr. Bergmark presently serves as our Executive Vice President, Chief Financial Officer and Treasurer and as a Supervisory Director. Mr. Bergmark has served as a Supervisory Director since our initial public offering in 1995.
Alexander Vriesendorp, 56	Mr. Vriesendorp has been a partner since 1996 of Shamrock Partners B.V. which serves as the manager for the Vreedenlust venture capital funds. From 1998 until 2001, Mr. Vriesendorp served as chief executive officer of RMI Holland B.V., a valve manufacturer, in The Netherlands. From 1991 until 1995, he served as chief executive officer of the Nienhuis Group, a manufacturer and distributor of Montessori materials in The Netherlands. Mr. Vriesendorp serves on the supervisory boards of various privately-held European companies. Mr. Vriesendorp has served as a Supervisory Director since 2000.

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Non-Employee Director Compensation

     The following table sets forth a summary of the compensation we paid to our non-employee Supervisory Directors in 2008. Supervisory Directors who are our full-time employees receive no compensation for serving as Supervisory Directors.

Director Compensation for Year Ended December 31, 2008

					Change in
					Pension Value
					and
					Nonqualified
	Fees Earned or				Deferred
	Paid in Cash		Stock Awards		Compensation		Total
Name	($)		($)(1)		Earnings (2)		($)
Rene R. Joyce		67,000		127,232		—		194,232
Michael C. Kearney		73,000		127,232		—		200,232
D. John Ogren		59,000		127,232		—		186,232
Joseph R. Perna		59,500		127,232		627,000		754,232
Jacobus Schouten		46,000		127,232		—		173,232
Alexander Vriesendorp		47,500		127,232		—		174,732

(1)

Each of our non-employee Supervisory Directors had the following aggregate number of stock awards outstanding as of December 31, 2008: Joyce, 4,742; Kearney, 4,742; Ogren, 4,742; Perna, 4,742; Schouten, 4,742 and Vriesendorp, 4,742. The amounts included in the “Stock Awards” column include the dollar amount of compensation expense we recognized for the fiscal year ended December 31, 2008 in accordance with the Statement of Financial Accounting Standards No. 123R (“FAS 123R”). Assumptions used in the calculation of these amounts are included in Note 13 to our audited financial statements for the fiscal year ended December 31, 2008 included in our annual report on Form 10-K. The grant date fair value of each director’s award as computed in accordance with FAS 123R is $100,051. None of our non-employee Supervisory Directors had any option awards outstanding as of December 31, 2008.

(2)

The changes in pension value and nonqualified deferred compensation earnings for 2008 were the result of changes in the underlying actuarial assumptions and were not the result of additional contributions.

     Retainer/Fees. Each non-employee Supervisory Director was paid the following amounts during fiscal 2008:

• an annual retainer of $40,000, payable semiannually in arrears; or if the Audit Committee chair, an annual retainer of $55,000; or if the Compensation Committee chair or the Nominating and Governance Committee chair, an annual retainer of $50,000 or $49,000, respectively;

• $1,500 per meeting of the Supervisory Board at which the individual is present in person;

• $1,500 per meeting for each committee meeting at which the individual is present in person; and

• reimbursement for all out-of-pocket expenses incurred in attending any Supervisory Board or committee meeting.

     Equity-based Compensation. On each of September 15, 2006 and August 15, 2007, we awarded 2,000 restricted performance shares to each of our non-employee directors under our 2006 Non-Employee Director Stock Incentive Plan, and on July 15, 2008, we awarded 742 restricted performance shares to each of our non-employee directors. A restricted performance share is an unvested right to receive a share of our common stock at such time or times described below. Each award is subject to the terms of our 2006 Non-Employee Director Stock Incentive Plan and an award agreement, the terms of which are materially identical for each award recipient.

     The restricted performance shares are unvested and may not be sold, assigned, or otherwise transferred by an award recipient until such time as, and then only to the extent that, the restricted performance shares have vested. Subject to certain exceptions described below, the restricted performance shares will vest based on our return on equity, which is defined in the award agreement as a percentage determined by dividing (1) one-third of our aggregate earnings before interest and income taxes for the performance period that, in the case of the 2006 awards,

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begins on September 15, 2006 and ends on September 15, 2009, in the case of the 2007 awards, begins on August 15, 2007 and ends on August 15, 2010, and, in the case of the 2008 awards, begins on July 15, 2008 and ends on July 15, 2011, by (2) total shareholders’ equity as of the last day of the performance period. Specifically: (a) if our return on equity for the performance period equals or exceeds the second target, the award recipients will fully vest in their restricted performance shares; (b) if our return on equity for the performance period is less than the second target but equal to or greater than the first target, the award recipients will vest in 20% of their restricted performance shares, plus 2% for each 1% by which the return on equity exceeds the first target; and (c) if our return on equity for the performance period is less than the first target, the award recipients will not vest in the restricted performance shares. The first and second targets for our 2006 grants were 28% and 35%, respectively, and the first and second targets for our 2007 grants were 40% and 50%, respectively, and the first and second targets for our 2008 grants were 160% and 200%, respectively. We anticipate that we will make grants in 2009 in the amount of shares equal to $100,000, calculated upon the share price as of July 15, 2009, which are based upon our return on equity compared to the returns earned by the members of the S&P 500 Oil & Gas Equipment & Services Index with 50% of the shares vesting if our return is at or above the 50^th percentile of the members’ return and 100% of the shares vesting if our return is at or above the 75^th percentile of the members’ return.

     In the event of an award recipient’s death prior to the last day of the performance period, his or her restricted performance shares will vest as described above. If an award recipient’s service with us terminates (other than for death) prior to the last day of the performance period, his or her restricted performance shares will be immediately forfeited to the extent not then vested. In the event of a change in control (as defined in the 2006 Non-Employee Director Stock Incentive Plan) prior to the last day of the performance period and while the award recipient is in our service (or in the event of a termination of the award recipient’s service upon such change in control), all of the award recipient’s restricted performance shares will vest as of the effective date of such change in control.

     Other Arrangements. Mr. Perna was one of our officers until his retirement on March 1, 1998. He participates in the Group SERP. Please see “Information About Our Executive Officers and Executive Compensation — Pension Benefit Plans — Group SERP” for a discussion of the terms of that plan.

     2009 Non-Employee Director Compensation. As we did in 2008, during fiscal 2009 and future years, we intend to award each of our non-employee directors an amount of restricted performance shares equal to approximately $100,000 based on the closing price of our common stock on the date of grant. The terms of the restricted performance shares are described above under “Equity-based Compensation.” In addition, each non-employee Supervisory Director shall receive the following amounts during fiscal 2009:

• an annual retainer of $40,000, payable semiannually in arrears; or if the Audit Committee chair, an annual retainer of $55,000; or if the Compensation Committee chair or the Nominating and Governance Committee chair, an annual retainer of $50,000 or $49,000, respectively;

• $1,500 per meeting of the Supervisory Board at which the individual is present in person;

• $1,500 per meeting for each committee meeting at which the individual is present in person; and

• reimbursement for all out-of-pocket expenses incurred in attending any Supervisory Board or committee meeting.

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CORPORATE GOVERNANCE

Board Structure

     The Company has a two-tier board structure consisting of a Management Board and a Supervisory Board, each of which must consist of at least one member under the Company’s articles of association. Under Dutch law, the Supervisory Board’s duties include supervising and advising the Management Board in performing its management tasks. The Supervisory Board currently consists of eight Supervisory Directors. The Supervisory Directors are expected to exercise oversight of management with the Company’s interests in mind. The Supervisory Board is divided into three classes, with each class subject to re-election every third year by the shareholders at the annual meeting.

     The Management Board’s sole member is Core Laboratories International B.V. As a Managing Director, Core Laboratories International B.V.’s duties include overseeing the management of the Company, consulting with the Supervisory Board on important matters and submitting certain important decisions to the Supervisory Board for its prior approval.

Supervisory Director Independence

     In connection with determining the independence of each Supervisory Director of the Company, the Board inquired as to any transactions and relationships between each Supervisory Director and his or her immediate family and the Company and its subsidiaries, and reviewed and discussed the results of such inquiry. The purpose of this review was to determine whether any such relationships or transactions were material and, therefore, inconsistent with a determination that a Supervisory Director is independent, under the standards set forth by the NYSE and, to the extent consistent therewith, the Dutch Corporate Governance Code (the “Dutch Code”). Under the Dutch Code, the Supervisory Board is to be composed of members who are able to act critically and independently of each other and of the Management Board. As a result of this review, after finding no material transactions or relationships, the board affirmatively determined that each of Messrs. Joyce, Kearney, Ogren, Perna, Schouten and Vriesendorp are independent under the applicable standards described above.

Supervisory Board Meetings

     The Supervisory Board held four meetings in 2008. Each Supervisory Director attended at least 75% of the meetings of the Supervisory Board and of all committees on which he serves. Under our Corporate Governance Guidelines, Supervisory Directors are expected to diligently fulfill their fiduciary duties to shareholders, including preparing for, attending and participating in meetings of the Supervisory Board and the committees of which the Supervisory Director is a member. We expect each of our Supervisory Directors to attend our 2009 annual meeting as our current policy requires Supervisory Director attendance at the annual meeting.

     Our Nonemployee Supervisory Directors have met separately in executive session without any members of management present. The Chairman of the Nominating and Governance Committee is the presiding Supervisory Director at each such session. If any of our Nonemployee Supervisory Directors were to fail to meet the applicable criteria for independence, then our independent Supervisory Directors would meet separately at least once a year in accordance with the rules of the NYSE.

Committees of the Supervisory Board

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

     Audit Committee. The current members of the Audit Committee of our Supervisory Board are Messrs. Kearney (Chairman), Joyce and Perna. The Audit Committee’s principal functions include making recommendations concerning the engagement of the independent registered public accountants, reviewing with the independent registered public accountants the plan and results of the engagement, approving professional services provided by the independent registered public accountants and reviewing the adequacy of our internal accounting controls. Each member of the Audit Committee is independent, as defined by Section 10A of the Exchange Act and by the corporate governance standards set forth by the NYSE and, to the extent consistent therewith, the Dutch Code. Each member of the Audit Committee is financially literate and Mr. Kearney qualifies as an audit committee financial expert under the rules promulgated pursuant to the Exchange Act. The Audit Committee held six meetings in 2008. See “Report of the Audit Committee” below.

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     Compensation Committee. The current members of the Compensation Committee of our Supervisory Board are Messrs. Ogren (Chairman), Joyce and Perna. The Compensation Committee’s principal functions include a general review of our compensation and benefit plans to ensure that they are properly designed to meet corporate objectives. The Compensation Committee reviews and approves the compensation of our Chief Executive Officer and our senior executive officers, granting of awards under our benefit plans and adopting and changing major compensation policies and practices. In addition to establishing the compensation for the Chief Executive Officer, the Compensation Committee reports its recommendations to the whole Supervisory Board for approval. Pursuant to its charter, the Compensation Committee has the authority to delegate its responsibilities to other persons. On February 28, 2003, our Supervisory Board established an Options Subcommittee consisting of Messrs. Ogren (Chairman) and Joyce, which was renamed the Equity Awards Subcommittee in 2006. The Equity Awards Subcommittee’s principal function is to review and approve awards made pursuant to our LTIP. The Compensation Committee held one meeting in 2008 and the Equity Awards Subcommittee held one meeting in 2008.

     The Compensation Committee periodically retains a consultant to provide independent advice on executive compensation matters and to perform specific project-related work. The consultant reports directly to the committee, which preapproves the scope of the work and the fees charged. The Committee indicates to the consultant the role that management has in the analysis of executive compensation, such as the verification of executive and Company information that the consultant requires. In 2008, the Compensation Committee retained Stone Partners, Inc. to advise it on various compensation matters. See “Compensation Discussion and Analysis — Role of Consultant” below.

     The Committee operates under a written charter. A copy of the Compensation Committee charter may be found on the Company’s website athttp://www.corelab.com/corporate/governance.aspx#6. See “Compensation Committee Report” below.

     Nominating and Governance Committee. The current members of the Nominating and Governance Committee are Messrs. Joyce (Chairman), Schouten and Vriesendorp. The Nominating and Governance Committee’s principal functions include recommending candidates to the Supervisory Board for election or appointment as Supervisory Director and advising about, and recommending to the Supervisory Board, an appropriate set of corporate governance practices. Each member of the Nominating and Governance Committee is independent as defined by the corporate governance standards of the NYSE. The Nominating and Governance Committee held one meeting in 2008. A copy of the Nominating and Governance Committee Charter may be found on the Company’s website athttp://www.corelab.com/corporate/governance.aspx#7.

Qualifications of Supervisory Directors

     When identifying Supervisory Director nominees, the Nominating and Governance Committee may consider, among other factors: the person’s reputation, integrity and independence (under applicable SEC, NYSE and Dutch Code standards); the person’s skills and business, government or other professional acumen, bearing in mind the composition of the Board of Supervisory Directors and the current state of the Company and the industry generally at the time of determination; and the number of other public companies for which the person serves as director and the availability of the person’s time and commitment to the Company. In the case of current Supervisory Directors being considered for renomination, the Nominating and Corporate Governance Committee will also take into account the Supervisory Director’s tenure as a member of our Board of Supervisory Directors; the Supervisory Director’s history of attendance at meetings of the Board of Supervisory Directors and committees thereof; and the Supervisory Director’s preparation for and participation in such meetings.

Supervisory Director Nomination Process

• The Nominating and Governance Committee, the Chairman of the Supervisory Board, the Chief Executive Officer, or a Supervisory Director identifies a need to add a new board member that meets specific criteria or to fill a vacancy on the board. The Nominating and Governance Committee also reviews the candidacy of existing members of the Supervisory Board whose terms are expiring and who may be eligible for reelection to the Supervisory Board. The Nominating and Governance Committee also considers recommendations for nominees for directorships submitted by shareholders as provided below.

• If a new board member is to be considered, the Nominating and Governance Committee initiates a search by seeking input from other Supervisory Directors and senior management, and hiring a search firm, if necessary. An initial slate of candidates that will satisfy specific criteria and otherwise qualify for membership on the Supervisory Board are identified by and/or presented to the Nominating and

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Governance Committee, which ranks the candidates. Members of the Nominating and Governance Committee review the qualifications of prospective candidate(s), and the Chairman of the Supervisory Board, the Chief Executive Officer, and all other Supervisory Board members have the opportunity to review the qualifications of prospective candidate(s).

• Shareholders seeking to recommend Supervisory Director candidates for consideration by the Nominating and Governance Committee may do so by writing to the Company’s Secretary at the address indicated on the cover page of this proxy, giving the recommended candidates’ name, biographical data and qualifications. The Nominating and Governance Committee will consider all candidates submitted by shareholders within the time period set forth specified under “Other Proxy Matters — Information About Our 2010 Annual Meeting” below.

• The Nominating and Governance Committee recommends to the Supervisory Board the nominee(s) from among the candidate(s), including existing members of the Supervisory Board whose terms are expiring and who may be eligible for reelection to the Supervisory Board, and new candidates, if any, identified as described above.

• The nominee(s) are nominated by the Supervisory Board.

Related Person Transactions

     Related person transactions have the potential to create actual or perceived conflicts of interest between the Company and its directors and executive officers or their immediate family members. Under its charter, the Audit Committee is charged with the responsibility of reviewing with management and the independent registered public accountants (together and/or separately, as appropriate) insider and affiliated party transactions and potential conflicts of interest. The Audit Committee has delegated authority to review transactions involving employees, other than our executive officers, to our general counsel. We identify such transactions by distributing questionnaires annually to each of our directors, officers and employees.

     In deciding whether to approve a related person transaction the following factors may be considered:

• information about the goods or services proposed to be or being provided by or to the related party or the nature of the transactions;

• the nature of the transactions and the costs to be incurred by the Company or payments to the Company;

• an analysis of the costs and benefits associated with the transaction and a comparison of comparable or alternative goods or services that are available to the Company from unrelated parties;

• the business advantage the Company would gain by engaging in the transaction; and

• an analysis of the significance of the transaction to the Company and to the related party.

     To receive approval, the related person transaction must be on terms that are fair and reasonable to the Company, and which are as favorable to the Company as would be available from non-related entities in comparable transactions. The Audit Committee requires that there is a Company business interest supporting the transaction and the transaction meets the same Company standards that apply to comparable transactions with unaffiliated entities. The Audit Committee has adopted a written policy that governs the approval of related person transactions.

     There were no transactions that occurred during fiscal year 2008 in which, to our knowledge, the Company was or is a party, in which the amount involved exceeded $120,000, and in which any director, director nominee, executive officer, holder of more than 5% of our common shares or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest.

Compensation Committee Interlocks and Insider Participation

     During 2008, no executive officer served as:

• 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 on our Compensation Committee;

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• 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 one of our Supervisory Directors; or

• a director of another entity, one of whose executive officers served on our Compensation Committee or the board of directors of one of our subsidiaries.

Joseph R. Perna, a member of our Compensation Committee, was an officer of our Company until his retirement on March 1, 1998, more than ten years ago.

Communications with Directors; Website Access to Our Corporate Documents

     Shareholders or other interested parties can contact any Supervisory Director or committee of the Board of Supervisory Directors by directing correspondence to them in care of Mark F. Elvig, Secretary, in care of Core Laboratories LP, 6316 Windfern Road, Houston, Texas 77040. Comments or complaints relating to the Company’s accounting, internal accounting controls or auditing matters will be referred to members of the Audit Committee.

     Our Internet address iswww.corelab.com. Our Corporate Governance Guidelines, our Code of Business Conduct and Ethics and the charters of our Supervisory Board committees are available on our website. We will also furnish printed copies of such information free of charge upon written request to our Investor Relations department.

     We file Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K with the SEC. These reports are available free of charge through our website as soon as reasonably practicable after they are filed electronically with the SEC. We may from time to time provide important disclosures to investors by posting them in the investor relations section of our website, as allowed by SEC rules. Materials we file with the SEC may also be read and copied at the SEC’s Public Reference Room at 100 F Street, N.W., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website atwww.sec.govthat contains reports, proxy and information statements, and other information regarding our Company that we file electronically with the SEC. Our 2008 Annual Report on Form 10-K included the required Section 302 certifications.

Dutch Corporate Governance Code

     The Dutch Code contains principles of good corporate governance and best practice provisions. The Dutch Code emphasizes the principles of integrity, transparency and accountability as the primary means of achieving good corporate governance. The Dutch Code includes certain principles of good corporate governance, supported by “best practice” provisions. Listed Dutch N.V. companies are required to disclose in their annual report and accounts how they intend to incorporate the principles of the Dutch Code or, where relevant, to explain why they do not. The Management Board has reviewed the Dutch Code and generally agrees with its fundamental principles. As discussed above, the Company complies with U.S. corporate governance rules and, to the extent consistent therewith, the corporate governance principles of the Dutch Code. The Company intends to continue to monitor the developments in corporate governance and shall take such steps as it considers appropriate to further implement the provisions of the Dutch Code. Please see the report of the Management Board, a copy of which will be available for inspection at our offices in The Netherlands, located at Herengracht 424, 1017 BZ Amsterdam and on our Internet site atwww.corelab.comfor a discussion of our compliance with the Dutch Code.

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COMPENSATION DISCUSSION AND ANALYSIS

Overview

     Our executive compensation program is designed to create strong financial incentive for our officers to increase revenues, profits, operating efficiency and returns, which we expect to lead to an increase in shareholder value. Our Compensation Committee’s principal functions include conducting periodic reviews of the compensation and benefits programs to ensure that they are properly designed to meet corporate objectives, overseeing of the administration of the cash incentive and equity-based plans and developing the compensation program for the Supervisory Directors. Our executive compensation program includes five primary elements. Three of the elements are performance-oriented and taken together; all constitute a flexible and balanced method of establishing total compensation for our senior executive officers. The elements are a) base salary, b) annual incentive plan awards, c) stock-based compensation, d) benefits and e) severance/change-in-control compensation.

Role of Consultant

     Our Compensation Committee periodically retains a consultant to provide independent advice on executive compensation matters and to perform specific project-related work. In fiscal 2007, the Compensation Committee retained Stone Partners, Inc., a compensation consulting firm, to advise the Compensation Committee regarding analysis of cash compensation for our executives. The Compensation Committee requested that Stone Partners assess the proposed base salaries and target annual incentive compensation for each executive officer. Stone Partners advised the Compensation Committee that based on our current revenues and the level and responsibilities of each position, the proposed base salaries and targeted annual cash compensation were consistent with the external market median of the benchmarked data. See “— Benchmarking” below. The Compensation Committee did have the assistance of a compensation consulting firm in fiscal 2008 for certain benchmarking and review of compensation trends. While the Compensation Committee did not retain services for executive compensation consulting in fiscal 2008, it has retained in 2009 Stone Partners to advise the Committee on cash compensation analysis for our executives.

Role of our Executive Officers in Establishing Compensation

     Our Chief Executive Officer provides recommendations to the Compensation Committee in its evaluation of our executive officers, including recommendations of individual cash and equity compensation levels for executive officers. Mr. Demshur relies on his personal experience serving in the capacity of Chief Executive Officer with respect to evaluating the contribution of our other executive officers as well as publicly available information for comparable compensation guidance as the basis for his recommendations to the Compensation Committee. Mr. Denson, our former Vice President, General Counsel and Secretary, attended the Compensation Committee’s 2008 meeting and acted as secretary of that meeting for the purpose of keeping minutes. However, Mr. Denson was not present during Compensation Committee deliberations and voting pertaining to the determination of his own compensation. It is anticipated that our current Vice President, General Counsel and Secretary, Mr. Elvig, will attend and act as the secretary for future Compensation Committee meetings.

Compensation Philosophy

     The following objectives guide the Compensation Committee in its deliberations regarding executive compensation matters:

• Provide a competitive compensation program that enables us to retain key executives and Supervisory Board members;

• Ensure a strong relationship between our performance results and those of our segments and the total compensation received by an individual;

• Balance annual and longer term performance objectives;

• Encourage executives to acquire and retain meaningful levels of common shares; and

• Work closely with the Chief Executive Officer to ensure that the compensation program supports our objectives and culture.

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     We believe that the overall compensation of executives should be competitive with the market in which we compete for executive talent. This market consists of both the oilfield services industry and other service-based industries in which we compete for executive talent. In determining the proper amount for each compensation element, we review publicly available compensation data, as well as the compensation targets for comparable positions at similar corporations within these industries. We also consider the need to maintain levels of compensation that are fair among our executive officers given differences in their respective responsibilities, levels of accountability and decision authority. The Compensation Committee generally focuses on compensation structures designed to reflect the market median. We believe that maintaining compensation at or near the median of our peer group minimizes competitive disadvantage while at the same time fairly compensating our executive officers for meeting our corporate goals. The Compensation Committee uses a range of compensation targets so as to respond better to changing business conditions, manage salaries and incentives more evenly over an individual’s career, and minimize potential for automatic increases in salaries and incentives that could occur with inflexible and narrow competitive targets. The Compensation Committee links a significant portion of each executive’s total compensation to accomplishing specific, measurable results based on both company and individual performance intended to create value for shareholders in both the short and long-term. Only executives with performance exceeding established targets may significantly exceed the market median in total compensation due to incentive compensation.

Benchmarking

     The Compensation Committee periodically retains Stone Partners as compensation consultant to assist in the Compensation Committee’s compensation determinations. Stone Partners reports to, and acts at the direction of, the Compensation Committee. The Compensation Committee reviews several sources as a reference for determining competitive total compensation packages. In addition, the Compensation Committee reviews proxy statement data from a peer group of companies.

Selecting the Peer Group

     In 2004, the Compensation Committee, with the assistance of Stone Partners, developed a peer group of companies to be used for compensation purposes, originally consisting of 12 publicly traded oilfield services companies comparable in size to our company in terms of annual revenues and the value of ongoing operations. The Compensation Committee periodically reviews the composition of our compensation peer group and reviews the compensation paid at these companies, as well as their corporate performance, and other factors in determining the appropriate compensation levels for our executives. The companies comprising our compensation peer group for the fiscal year ended 2008 were:

• BJ Services Company

• Helix Energy Solutions Group, Inc.

• Global Industries Ltd.

• National Oilwell Varco, Incorporated

• Newpark Resources Inc.

• Oceaneering International, Inc.

• Pride International Inc.

• Smith International Inc.

• Basic Energy Services, Inc.

• CARBO Ceramics Inc.

• Complete Production Services, Inc.

• Ion Geophysical Corporation

• Oil States International Inc.

• Superior Energy Services Inc.

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• Tetra Technologies Inc.

• Weatherford International Ltd.

     For 2009, the Compensation Committee reviewed the peer companies based on industry, revenue, market cap and assets and the following companies were added to our peer group for future peer comparisons:

• Atwood Oceanics Inc.

• Fugro NV

• John Wood Group PLC

• Cameron International Corporation

• FMC Technologies, Inc.

     As a result of these additions, Basic Energy Services, Inc., Complete Production Services, Inc., National Oilwell Varco, Incorporated, Pride International Inc., Smith International Inc., and Tetra Technologies Inc. have been removed from the compensation peer comparison group. Additionally, W-H Energy Services, Inc. was acquired by Smith International, Inc.; therefore, it has been removed from the list.

Elements of Compensation

     Base Salary. Base salary is the fixed annual compensation we pay to an executive for performing specific job responsibilities. It represents the minimum income an executive may receive in any given year. We target base salaries to result in annual salaries at approximately the market median of our peer group for executives having similar responsibilities. The Compensation Committee may adjust salaries based on its annual review of the following factors:

• the individual’s experience and background;

• the individual’s performance during the prior year;

• the benchmark salary data;

• the general movement of salaries in the marketplace; and

• our financial and operating results.

     As a result of these factors, a particular executive’s base salary may be above or below the targeted median at any point in time. Messrs. Bergmark and Davis received an average 10% merit increase in 2007 and 2008, and Mr. Demshur received a 22% merit increase in 2007 and a 4.96% merit increase in 2008. In each case, the awards were a result of our financial performance and the returns experienced by our shareholders.

     For 2009, Messrs. Demshur, Bergmark and Davis were awarded a 4% merit increase in their 2008 base salaries, subject however to the discretion of the Board Chairman to implement at such time as he deems appropriate. The new salary levels for 2009 base salaries are as follows: Mr. Demshur, $682,000; Mr. Bergmark, $416,000 and Mr. Davis, $406,000; however, in consideration of the economy, their base salaries will remain at the 2008 level at this time as follows: Mr. Demshur, $656,000; Mr. Bergmark, $400,000 and Mr. Davis, $390,000.

     Non-Equity Incentive Compensation. The Compensation Committee determines the terms under which the annual incentive compensation will be paid to executive officers. The purpose of these awards is to:

• Share our success with employees;

• Provide a financial incentive to focus on specific performance targets;

• Reward employees based on individual and team performance;

• Promote a sense of shared accomplishment among employees; and

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• Encourage employees to continually improve our financial and operating performance and thereby create shareholder value.

     Under our annual incentive plan, the Compensation Committee has the discretion to set goals and objectives that it believes are consistent with creating shareholder value, including financial measures, operating objectives, growth goals and other measures. The Compensation Committee also considers individual achievement. The Compensation Committee designs these awards so that cash incentive compensation will approximate the market median when individual and corporate strategic objectives are achieved and will exceed the market median when performance plans are exceeded. Annual incentive awards are designed to put a significant portion of total compensation at risk.

     For fiscal 2008, the Compensation Committee determined that the annual incentive compensation will be at the discretion of the committee, provided that the Company attains certain minimum EPS results for the year and that any payouts under the program be based upon market benchmarked multiples of annual salary. For 2008, the minimum EPS that must have been attained was $5.50 per share before any discretionary incentive award could be made. Further, any such award would be generally in the range of 1.5 times annual salary for Mr. Demshur and 1.0 times salary for both Messrs Bergmark and Davis.

     Under the annual incentive plan, a target award opportunity is established as a percentage of salary for each executive officer based upon a review of the competitive data for that officer’s position, level of responsibility and ability to impact our financial success. The target award opportunity for each of Messrs. Demshur, Bergmark, and Davis is 75%, 50% and 50% respectively. Under Messrs. Demshur’s, Bergmark’s and Davis’ employment agreements, each of Messrs. Demshur, Bergmark and Davis is entitled to receive amounts of up to 150%, 100% and 100%, respectively. These percentages result in two times our target amounts, which we believe are consistent with amounts provided to similarly situated executives by companies in our peer group.

     Execution of our business strategy in 2008 led to growth in revenues, earnings and return on invested capital ultimately providing shareholder returns which outperformed our industry. As a result, our diluted earnings per share were $6.00, which exceeded our minimum performance targets for 2008, which were $5.50 per share. Based upon this performance in 2008, our three executives were awarded bonuses as follows: Mr. Demshur, $984,000; Mr. Bergmark, $400,000 and Mr. Davis $390,000.

     Equity Incentive Compensation. We currently administer long-term incentive compensation awards through our LTIP. Specifically, we encourage share ownership by awarding long-term equity incentive awards under programs, consisting of the Restricted Share Award Program, or “RSAP.” We believe that widespread common share ownership by key employees is an important means of encouraging superior performance and employee retention. Our equity-based compensation programs encourage performance and retention by providing additional incentives for executives to further our growth, development and financial success by personally benefiting through the ownership of our common shares and/or rights, which recognize growth, development and financial success over a longer time horizon.

     We use restricted share grants as our primary form of equity compensation, which we believe are a stronger motivational tool for our employees. Restricted share awards provide some value to an employee during periods of stock market volatility, whereas other forms of equity compensation, such as stock options, may have limited perceived value and may do little to retain and motivate employees when the current value of the company’s stock is less than the option price. Currently, our long-term equity incentive compensation is exclusively in the form of restricted shares and performance restricted shares.

     The Equity Awards Committee, a subcommittee of our Compensation Committee, based on recommendations from our Chief Executive Officer, determines the amount and terms of our long-term incentive awards by periodically reviewing competitive market data and each executive’s long-term past performance, ability to contribute to our future success, and time in the current job. The subcommittee takes into account the risk of losing the executive to other employment opportunities and the value and potential for appreciation in our shares. The number of shares previously granted or vested pursuant to prior grants is not typically a factor that is used when determining subsequent grants to an executive officer. The subcommittee considers the foregoing factors together and subjectively determines the appropriate magnitude of the award. As a result of the three named executive officers declining equity based awards in 2008, equity incentives were not part of their total compensation.

     The subcommittee awards restricted shares and performance restricted shares that vest over a period of years. Restricted share awards vest based on an employee’s continued employment over a period of time. The

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subcommittee determines the appropriate length of the vesting period which for most restricted shares is at a rate of 1/6 per year over a period of six years. Performance restricted shares vest if we achieve certain performance goals generally over a three-year period, which allow us to compensate our employees as we meet or exceed our business objectives.

     We have no program, plan or practice to time the grant of restricted shares or performance shares to executives in coordination with material non-public information.

     Restricted Share Award Program.In 2008, Messrs. Demshur, Bergmark and Davis, at their request, were not granted a Restricted Share award. Restricted Share awards are subject to continued employment, and one-sixth of the shares vest each year for six years on the anniversary of the date of grant. Full vesting will occur if an executive officer’s employment is terminated because of death or disability or upon the occurrence of a change in control if the executive officer has been continuously employed by us from the date of the grant until the change in control. No performance accelerators for early vesting exist within this award. Compensation expense relating to these awards, which we recognized for financial accounting purposes during fiscal 2008, is reflected in footnote 1 to the Summary.

     Our named executive officers declined equity based awards for 2008 in order to allow for additional grants of equity based awards to other employees. Approximately 124,950 shares of restricted stock were awarded to 265 employees for 2008. Restricted stock awards may also be made to new hires as an inducement to attract candidates.

     Health and Welfare Benefits. We offer a standard range of health and welfare benefits to all employees, including our executive officers. These benefits include medical, prescription drug, and dental coverages, life insurance, accidental death and dismemberment, long-term disability insurance and flexible spending accounts. Our plans do not discriminate in favor of our executive officers.

     401(k). We offer a defined contribution 401(k) plan to substantially all of our employees in the United States. We provide this plan to assist our employees in saving some amount of their cash compensation for retirement in a tax efficient manner. Participants may contribute up to 60% of their base and cash incentive compensation, subject to the current limits under the Internal Revenue Code of 1986, as amended (the “Code”). We match employee contributions under this plan up to the first 4% of the participant’s contribution and may make additional discretionary contributions. For plan year 2008, we contributed an additional 2% of the admissible compensation for each eligible employee, including our executive officers, into the plan to acknowledge the outstanding efforts of our employees. We have not yet determined the amount of such discretionary contributions for 2009.

     Deferred Compensation Plan. Through our subsidiary, Core Laboratories LP, we have adopted a nonqualified deferred compensation plan that permits certain employees, including all executive officers, to elect to defer all or a part of their cash compensation (base, annual incentives and/or commissions) from us until the termination of their status as an employee. Participating employees are eligible to receive a matching deferral under the nonqualified deferred compensation plan that compensates them for contributions they could not receive from us under the 401(k) plan due to the various limits imposed on 401(k) plans by the U.S. federal income tax laws.

     The employer matching contributions vest at a rate of 20% per year over a period of 5 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.

     Supplemental Executive Retirement Plans. In 1998, based on our review of post-retirement compensation provided by various companies in the oilfield services industry, we adopted a Supplemental Executive Retirement Plan, referred to as the “Group SERP,” for the benefit of certain key employees and outside directors. The Group SERP was established to provide additional retirement income for certain of our then-executive officers and death benefits to the officers’ designated beneficiaries as a reward for the executive officer’s prior contributions and future efforts to our success and growth. Richard Bergmark, David Demshur and Joseph Perna, a former officer and current director, participate in the Group SERP. Please read “Information About Our Executive Officers and Executive Compensation — Pension Benefit Plans — Group SERP” for more information about the Group SERP.

     In 1999, based on our review of post-retirement compensation provided by various companies in the oilfield services industry, we adopted a Supplemental Executive Retirement Plan for Monty L. Davis, which is referred to as the “Individual SERP.” The terms of the Individual SERP are similar to that of the Group SERP except that the amount of the retirement benefit is determined using a formula that takes into consideration the participant’s

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compensation, years of employment, and a five-year vesting schedule. Please read “Information About Our Executive Officers and Executive Compensation — Pension Benefit Plans — Individual SERP” for more information about the Individual SERP.

     Other Perquisites and Personal Benefits. We do not offer any perquisites or other personal benefits to any executive with a value over $10,000 beyond those discussed above.

     We believe in the importance of providing attractive intangible benefits to all employees such as open and honest communications, ethical business practices, and a safe work environment.

Executive Compensation Policies

     Share Retention Guidelines. We suggest that each executive and senior manager own our common shares equal in value to at least one times that person’s annual base salary. Alignment with shareholder interests is reflected in current stock ownership among the named executive officers, the value of which ranges from approximately 26 to 48 times annual base salary based on the closing price of our common stock on December 31, 2008, as reflected in the beneficial ownership table provided in “Ownership of Securities — Securities Ownership by Certain Beneficial Owners and Management.” They reflect a significant personal investment in us by the same executives responsible for determining the future success of the organization and the return to shareholders.

     Securities Trading Policy. We prohibit officers and certain other managers from trading our securities on the basis of material, non-public information or “tipping” others who may so trade on such information and from trading in our securities without obtaining prior approval from our General Counsel. If the manager does not have inside information that is material to the business, the officer or manager may trade immediately following quarterly earnings press releases during an Allowed Trading Window. Any exceptions must be requested in writing and signed by one of the following persons: Chief Executive Officer, Chief Operating Officer, Chief Financial Officer or General Counsel. Any derivative transaction which effectively shifts the economic risk of ownership to a third party is not allowed at any time by these officers and certain other managers unless approved by the Compensation Committee.

     Deductibility of Compensation over $1 million. Section 162(m) of the Internal Revenue Code imposes a limit of $1 million, unless compensation is performance based or another exception applies, on the amount that a publicly held corporation may deduct in any year for the compensation paid or accrued with respect to its chief executive officer and each of its four other most highly compensated executive officers. Although we have not yet finalized our 2008 tax return, we expect that this limit may apply to certain deductions in the 2008 tax return.

Employment Agreements and Change in Control Agreements

     We maintain employment agreements with our three executive officers to ensure they will perform their roles for an extended period of time. These agreements are described in more detail elsewhere in this proxy statement. Please read “Information About Our Executive Officers and Executive Compensation — Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table — Employment Agreements.” These agreements provide for severance compensation to be paid if the employment of the executives is terminated under certain conditions, such as following a change in control, termination by Messrs. Demshur, Bergmark or Davis for any reason or termination by us for any reason other than upon their death or disability, for “cause” or upon a material breach of a material provision of his employment agreement, each as defined in the agreements.

     The employment agreements between us and our named executive officers and the related severance provisions are designed to meet the following objectives:

     Change in Control. As part of our normal course of business, we engage in discussions with other companies about possible collaborations and/or other ways in which the companies may work together to further our respective long-term objectives. In addition, many larger, established companies consider companies at similar stages of development to ours as potential acquisition targets. In certain scenarios, the potential for merger or being acquired may be in the best interests of our shareholders. We provide severance compensation if an executive’s employment is terminated following a change in control transaction to promote the ability of our senior executives to act in the best interests of our stockholders even though their employment could be terminated as a result of the transaction.

     Termination without Cause. If we terminate the employment of an executive officer without cause as defined in the applicable agreement, we are obligated to continue to pay him certain amounts as described in greater detail in

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“Potential Payments Upon Termination or Change in Control.” We believe these payments are appropriate because the terminated executive is bound by confidentiality, nonsolicitation and non-compete provisions covering two years after termination and because we and the executive have a mutually agreed to severance package that is in place prior to any termination event. This provides us with more flexibility to make a change in senior management if such a change is in our and our shareholders’ best interests.

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INFORMATION ABOUT OUR EXECUTIVE OFFICERS AND EXECUTIVE COMPENSATION

Executive Officers

     As of December 31, 2008, our executive officers consisted of David M. Demshur, Richard L Bergmark and Monty L. Davis. Biographical information regarding Messrs. Demshur and Bergmark can be found in “Information About Our Supervisory Directors and Director Compensation — Board of Supervising Directors.” The following biography describes the business experience of Mr. Davis. Our executive officers are not Managing Directors of our Company for purposes of Dutch law.

     Monty L. Davis, who is 54 years of age, joined Western Atlas International in 1977, holding various management positions including Atlas Wireline Division Financial Controller for Europe, Africa and the Middle East from 1983 to 1987, Core Laboratories Division Vice President of Finance from 1987 to 1991, and Atlas Wireline Division vice president of finance and administration from 1991 to 1993. In 1993, Mr. Davis left Western Atlas International and joined Bovar Inc. of Calgary, Canada, an environmental waste disposal company, as chief financial officer. From 1994 to 1995 he served as chief operating officer and from 1995 to 1998 he served as president and chief executive officer of Bovar Inc. Mr. Davis rejoined our Company as Senior Vice President in 1998, and in 1999 was promoted to Chief Operating Officer, the position he currently holds.

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Summary Compensation

     The following table summarizes, with respect to our Chief Executive Officer and each of our other named executive officers as of December 31, 2008, information relating to the compensation earned for services rendered in all capacities during fiscal years 2006, 2007, and 2008.

Summary Compensation for the Years Ended December 31, 2006, 2007 and 2008

											Change in
											Pension Value
											and Nonqualified
								Non-Equity			Deferred
						Stock		Incentive Plan			Compensation			All Other
Name and Principal			Salary			Awards		Compensation			Earnings			Compensation			Total
Position	Year		($)			($)(1)		($)			($)			($)(4)			($)
David M. Demshur		2008		656,000			—		984,000			777,000	(3)		9,355			2,426,355
President and Chief		2007		625,000			449,041		—	(2)		352,000	(3)		9,164			1,435,205
Executive Officer		2006		504,569			1,088,559		766,200	(2)			(3)		8,953			2,368,281
Richard L. Bergmark		2008		400,000			110,817		400,000			774,000	(3)		9,366			1,694,183
Executive Vice President,		2007		380,000			420,728		—	(2)		354,000	(3)		9,183			1,163,911
Chief Financial Officer and Treasurer		2006		324,569			799,096		330,800	(2)			(3)		8,944			1,463,409
Monty L. Davis		2008		390,000			110,817		390,000			461,000	(3)		6,663			1,358,480
Chief Operating		2007		370,000			320,728		—	(2)		214,000	(3)		9,177			913,905
Officer and Senior		2006		314,569			559,097		320,800	(2)			(3)		8,940			1,203,406
Vice President
John D. Denson (5)		2008		86,684	(5)		38,832		—			—			944,406	(6)		1,069,922
Former Vice President,		2007		312,000			237,047		175,500	(2)		208,000	(3)		9,160			941,707
General Counsel and Secretary		2006		264,569			363,581		203,100	(2)			(3)		8,933			813,333

(1)	The amounts included in the “Stock Awards” column include the dollar amount of compensation expense we recognized for the fiscal year ended December 31, 2008 in accordance with FAS 123R. Assumptions used in the calculation of these amounts are included in Note 13 to our audited financial statements for the fiscal years ended December 31, 2006, 2007 and 2008 included in our annual reports on Form 10-K. The awards for which compensation expense was recognized consist of (1) performance shares granted in 2005 (2006—$684,900, 2007—$684,900); (2) restricted shares granted in 2006, 2007, and 2008 (2006—$101,624; 2007—$337,197; 2008—$260,466); and (3) Restricted Gross-up Share awards granted in 2002 (2006, $973,074; 2007—$405,447). See “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table” for a description of the material features of these awards.
(2)	For 2007, based on non-discretionary performance measures, Messrs. Demshur, Bergmark and Davis were entitled to receive non-equity incentive compensation of $703,125, $285,000 and $277,500, respectively, however, elected not to accept such payment so that the incentive could be paid to our other employees. Calculated based on 2006 and 2007 year-end base salaries of: Demshur—$510,800, $625,000; Bergmark—$330,800, $380,000; Davis—$320,800, $370,000; and Denson—$270,800, $312,000.
(3)	The change in pension value during 2006, 2007 and 2008 for each of our named executive officers was: Demshur—$(48,000), $352,000 and $777,000; Bergmark—$(44,000), $354,000 and $774,000; Davis—$(30,000), $214,000 and $461,000; No amounts are attributable to nonqualified deferred compensation earnings. The changes in pension value for 2008 were the result of changes in the underlying actuarial assumptions and were not the result of additional contributions.
(4)	No executive officer received perquisites in excess of $10,000 in fiscal 2006, 2007 or 2008.
(5)	Mr. Denson resigned from his position as our Vice President, General Counsel and Secretary effective March 31, 2008. The amount represents base compensation paid to Mr. Denson from 1/1/08 to 3/31/08.
(6)	The amount includes payments made pursuant to Mr. Denson’s Employment Agreement of $885,194 and accrued vacation payout of $49,975.

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All Other Compensation from Summary Compensation Table

     The following table contains a breakdown of the compensation and benefits included under All Other Compensation in the Summary Compensation table above.

									Payment of
			Core 401(k)			Company-Owned			Severance
			Contributions			Life Insurance(1)			Benefits			Total
Name	Year		($)			($)			($)			($)
David M. Demshur		2008		9,200			155						9,355
		2007		9,000			164						9,164
		2006		8,800			153						8,953
Richard L. Bergmark		2008		9,200			166						9,366
		2007		9,000			183						9,183
		2006		8,800			144						8,944
Monty L. Davis		2008		6,500			163						6,663
		2007		9,000			177						9,177
		2006		8,800			140						8,940
John D. Denson		2008		9,200	(2)		37	(3)		935,169	(4)		944,406
		2007		9,000			160						9,160
		2006		8,800			133						8,933

(1)	The amounts shown reflect premiums we pay for life insurance coverage for our executive officers, which insurance payments will be used to assist us with providing death benefits under the deferred compensation plan.
(2)	Mr. Denson resigned his position 3/31/08; however, 401(k) contributions were applied for compensation paid upon termination.
(3)	Calculation based upon Mr. Denson’s 3/31/08 termination date.
(4)	The amount includes payments made pursuant to Mr. Denson’s Employment Agreement of $885,194 and accrued vacation payout of $49,975.

Grants of Plan-Based Awards

     No grants of plan-based awards were awarded to our Chief Executive Officer or executive officers in the last completed fiscal year under any plan.

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

     The following is a discussion of material factors necessary to an understanding of the information disclosed in the Summary Compensation Table and the Grants of Plan-Based Awards Table.

     Employment Agreements.

     David M. Demshur. Mr. Demshur serves as our President and Chief Executive Officer pursuant to an employment agreement entered into on August 1, 1998, as amended and restated as of December 31, 2007. Unless either party gives notice to terminate the agreement, the agreement will automatically renew each year on the anniversary of the effective date for a successive three-year term. Mr. Demshur’s employment agreement entitles him to an original base salary of $420,000, subject to increase at the discretion of the Compensation Committee, and the opportunity to earn a yearly bonus of up to 150% of his then current annual base salary dependent upon his reaching certain performance objectives established by the Compensation Committee and described above under “Compensation Discussion and Analysis — Non-Equity Incentive Compensation.” The employment agreement provides that Mr. Demshur is entitled to participate in all of our benefit plans and programs that are available to our other executive employees.

     Richard L. Bergmark. Mr. Bergmark serves as our Chief Financial Officer and Treasurer pursuant to an employment agreement entered into on August 1, 1998, as amended and restated as of December 31, 2007. Unless either party gives notice to terminate the agreement, the agreement will automatically renew each year on the

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anniversary of the effective date for a successive three-year term. Mr. Bergmark’s employment agreement entitles him to an original base salary of $236,250, subject to increase at the discretion of the Compensation Committee, and the opportunity to earn a yearly bonus of up to 100% of his then current annual base salary dependent upon his reaching certain performance objectives established by the Compensation Committee and described above under “Compensation Discussion and Analysis — Non-Equity Incentive Compensation.” The employment agreement provides that Mr. Bergmark is entitled to participate in all of our benefit plans and programs that are available to our other executive employees.

     Monty L. Davis. Mr. Davis serves as our Chief Operating Officer pursuant to an employment agreement entered into on August 1, 1998, as amended and restated as of December 31, 2007. Unless either party gives notice to terminate the agreement, the agreement will automatically renew each year on the anniversary of the effective date for a successive three-year term. Mr. Davis’ employment agreement entitles him to an original base salary of $231,000, subject to increase at the discretion of the Compensation Committee, and the opportunity to earn a yearly bonus of up to 100% of his then current annual base salary dependent upon his reaching certain performance objectives established by the Compensation Committee and described above under “Compensation Discussion and Analysis — Non-Equity Incentive Compensation.” The employment agreement provides that Mr. Davis is entitled to participate in all of our benefit plans and programs that are available to our other executive employees.

     John D. Denson. Until his retirement on March 31, 2008, Mr. Denson served as our Vice President, General Counsel and Secretary pursuant to an employment agreement entered into on August 1, 1998, as amended and restated as of December 31, 2007. Mr. Denson’s employment agreement entitled him to an original base salary of $199,500, subject to increase at the discretion of the Compensation Committee, and the opportunity to earn a yearly bonus of up to 75% of his then current annual base salary dependent upon his reaching certain performance objectives established by the Compensation Committee and described above under “Compensation Discussion and Analysis — Non-Equity Incentive Compensation.” The employment agreement provided that Mr. Denson is entitled to participate in all of our benefit plans and programs that are available to our other executive employees. Under the terms of this employment agreement and subject to compliance with Section 409A of the Internal Revenue Code, Mr. Denson received cash compensation equal to $885,194 as part of his severance with the Company.

     Restricted Share Award Program. In April 2008, the subcommittee granted 124,950 restricted shares to key employees under the RSAP program. On March 1, 2007, the subcommittee granted 74,900 restricted shares to key employees under the RSAP program. On May 15, 2006, the subcommittee granted 218,000 restricted shares to key employees under the RSAP program. Subject to continued employment with us, these shares vest in the amount of 1/6th of each grant on each of the six annual anniversaries of the date of grant. Full vesting will occur, however, if an employee’s employment with us is terminated by reason of death or disability or if an employee continues in our employment until the date upon which a change in control occurs.

     Executive Restricted Share Matching Program. In order to vest in the Restricted Gross-up Shares, a participant generally must have remained in our employment until June 1, 2007 and maintain continuous ownership until such date of (a) the equivalent number of shares the participant initially purchased in order to receive the original restricted matching share award plus (b) a number of the shares received in the restricted matching share award (which number of shares is generally equal to all of the shares included in the restricted matching share award less a percentage of such shares surrendered by the participant to pay applicable taxes upon their vesting). At June 1, 2007 all of the Restricted Gross-up Shares vested pursuant to the terms of the Executive Restricted Share Matching Program.

     Performance Share Award Program. Under the Performance Share Award Program (the “PSAP”), our executive officers were awarded rights to receive a pre-determined number of common shares if certain performance targets were met, as defined in the applicable agreements for the respective three-year performance period. The PSAP awards reflected in the Summary Compensation and Outstanding Equity Awards table were granted in 2005. We granted 90,000 performance shares to our executive officers in 2005. These awards vested at the end of a three-year performance period that ended on December 31, 2007. Unless there was a change in control, none of these shares would have been issued if our return on equity was less than 20% for the three-year performance period. If our return on equity for the performance period equaled 20%, then 50% of the shares would have been issued, and if our return on equity for the performance period equaled or exceeded 24%, then 100% of the shares would have been issued. If our return on equity for the performance period was greater than 20% but less than 24%, then the number of shares to be issued would have been interpolated based on the terms of the agreement. Our return on equity for the performance period was greater than 24%; therefore, 100% of the shares were issued on February 12, 2008. No additional awards under the PSAP have been made to our named executive officers.

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     Pension Benefit Plans. For a description of our Supplemental Executive Retirement Plans, please read “—Pension Benefit Plans” below.

Outstanding Equity Awards at Fiscal Year End

     The following table provides information concerning stock that has not vested, and equity incentive plan awards for our Chief Executive Officer and each of our other executive officers as of the end of our last completed fiscal year. None of our executive officers held unexercised options as of the end of our last completed fiscal year.

Outstanding Equity Awards at December 31, 2008

				Market Value of
	Number of Shares or			Shares or Units of
	Units of Stock That			Stock That Have Not
	Have Not Vested			Vested
Name	(#)			($)
David M. Demshur		—			—
Richard L. Bergmark		9,500	(1)		568,670
Monty L. Davis		9,500	(1)		568,670

(1) Consists of restricted shares remaining unvested which were granted to each named executive officer in 2006 and 2007. See “Narrative Disclosure to Summary Compensation Table and Grants of Plan Based Awards Table — Restricted Share Award Program” and “—Executive Restricted Share Matching Program” for a description of the vesting terms of these awards.

Option Exercises and Stock Vested

     The following table provides information concerning each exercise of stock option and each vesting of stock, including restricted stock, restricted stock units and similar instruments during the last completed fiscal year on an aggregated basis with respect to each of our executive officers.

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Stock Vested for the Year Ended December 31, 2008

	Stock Awards
	Number of Shares			Value Realized on
	Acquired on Vesting			Vesting
Name	(#)			($)
David M. Demshur		—			—
Richard L. Bergmark		2,100			268,450
Monty L. Davis		2,100			268,450
John D. Denson		800	(1)		97,280	(1)

(1) Mr. Denson resigned his position March 31, 2008. On March 1, 2008, 800 shares held by Mr. Denson vested and were valued at $97,280.

Pension Benefit Plans

     The following table provides information on our executive officers’ pension benefit plans as of December 31, 2008, including, with respect to each executive officer, the number of years credited under the applicable plan, the actuarial present value of the accumulated pension benefit and the dollar amount of any payments received during the year ended December 31, 2008.

Pension Benefit Plans as of December 31, 2008

		Number of Years		Present Value of		Payments During
		Credited Service		Accumulated Benefit		2008
Name	Plan Name	(#)		($)		($)
David M. Demshur	Group SERP		N/A		3,025,000		—
Richard L. Bergmark	Group SERP		N/A		3,111,000		—
Monty L. Davis	Individual SERP		26.0		1,830,000		—

     Group SERP. In 1998, we adopted the Core Laboratories Supplemental Executive Retirement Plan, which we refer to as the “Group SERP,” for the benefit of certain key employees and outside directors. The Group SERP was subsequently amended in 1999, 2001, 2002, 2003 and 2007. 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 our success and growth. Richard L. Bergmark, David M. Demshur and Joseph Perna, a former employee and current director, participate in the Group SERP. Each participant is entitled to receive a retirement benefit of $250,000 per year, which begins on the participant’s retirement date (which is the later of the participant’s termination of employment or attaining the age of 65 years) 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. Each participant has made an irrevocable election to receive a lump sum payment if a change in control occurs. The lump sum amount will be equal to the actuarially equivalent value of the retirement benefits that would have been paid upon the participant’s retirement. Benefits under the Group SERP may be forfeited only in the event of a participant’s termination for cause (defined as the participant’s conviction of a felony or a misdemeanor involving moral turpitude).

     Individual SERPIn 1999, we adopted the Core Laboratories Supplemental Executive Retirement Plan for Monty L. Davis, which we refer to as the “Individual SERP.” The Individual SERP provides the participant an annual retirement benefit, which begins on the participant’s retirement date (which is the later of the participant’s termination of employment or attaining the age of 65 years) and is paid in annual installments until the participant’s death. The annual retirement benefit is equal to 2% of the participant’s final average pay (defined below) for each year of credited service (not to exceed 25 years of credited service). In the event of a change in control while the

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executive is employed by us or the involuntary termination of the executive’s employment without cause within six months prior to a change in control, Mr. Davis will receive an annual retirement benefit in the amount equal to the greater of the amount determined above or $150,000. 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 the retirement benefit described above each year until such payments have been made for an aggregate of 15 years to both the participant and his designated beneficiary. In the event that a participant dies before his retirement date, his designated beneficiary will receive an annual retirement benefit in the amount equal to the greater of the amount determined above or $150,000 for 15 years. Additionally, the participant has made an irrevocable election to receive a lump sum payment if a change in control occurs. The lump sum amount would be equal to the actuarially equivalent value of the retirement benefits that would have been paid upon the participant’s retirement. A participant will forfeit his interest in an Individual SERP if he is terminated for cause (defined as the participant’s conviction of a felony or a misdemeanor involving moral turpitude).

     A participant’s “final average pay” for purposes of calculating the annual retirement benefit under an Individual SERP is the average of the participant’s annual base salary for the five consecutive calendar years immediately preceding the calendar year in which occurs the earlier of the participant’s death or termination of employment. In the event a change in control occurs (as defined in the Individual SERP), “final average pay” is the greater of (x) the amount determined above, and (y) the participant’s annual base salary for the five consecutive calendar years immediately preceding the calendar year in which the change in control occurs.

     We have purchased insurance coverage on the lives of Messrs. Demshur, Bergmark, Perna and Davis to assist us in providing benefits under the Group SERP and the Individual SERP (collectively, the “SERPs”). We are the owner and beneficiary of the insurance coverage for which all of the Group SERP and the Individual SERP premiums are fully paid. Based on actuarial calculations (including a 12% earnings rate assumption), the benefits paid to us under the insurance policies should be sufficient to cover the costs of the SERPs’ benefits for these individuals. However, to the extent the death benefits under the policies are insufficient to cover those costs, we are obligated to pay the remainder out of other general assets to absorb any shortfall.

Nonqualified Deferred Compensation

     The following table provides information relating to our executive officers’ benefits in the nonqualified deferred compensation plans, including, with respect to each executive officer, the aggregate contributions made by such executive officer during the year ended December 31, 2008, the aggregate contributions made by the company during the year ended December 31, 2008, on behalf of the executive officer, the aggregate interest or other earnings accrued during the year ended December 31, 2008, the aggregate value of withdrawals and distributions to the executive officer during the year ended December 31, 2008 and balance of account as of December 31, 2008.

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Nonqualified Deferred Compensation for the Year Ended December 31, 2008

											Aggregate
	Executive		Registrant		Aggregate			Aggregate			Balance at
	Contributions		Contributions in		Earnings			Withdrawals/			December 31,
	in 2008		2008		(Losses) in 2008			(Distributions)			2008
Name	($)		($)		($)			($)			($)
David M. Demshur		73,109		37,864		(1,212,800	)		0			1,948,723
Richard L. Bergmark		2,797		5,192		(177,560	)		0			218,176
Monty L. Davis		23,492		12,437		(193,187	)		0			441,946
John D. Denson		1,999		820		(20,356	)		(212,340	)(1)		0

(1) Mr. Denson resigned his position effective March 31, 2008; therefore, the nonqualified deferred compensation distribution was made according to 409A regulations.

     Since 2006, the employer has made matching contributions on all participant salary reduction deferrals to the plan. The plan also provides for employer contributions 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. Distributions of a participant’s plan benefits can only be made under certain prescribed circumstances, such as termination of employment or upon a specified date as elected by the participant. In the event of a termination of employment (other than by death or disability) of a “key employee,” distributions must be delayed for six months. A participant’s plan benefits include the participant’s deferrals, the vested portion of the employer’s contributions, and deemed investment gains and losses on such amounts. In the case of a participant who dies while employed with the employer, an additional $50,000 life insurance benefit will also be paid under the plan to the participant’s beneficiary. The plan was amended in 2008 to comply with the American Jobs Creation Act of 2004 to reflect certain statutorily mandated requirements applicable to the plan. For additional information, see “Elements of Compensation — Deferred Compensation Plan.”

Potential Payments Upon Termination or Change in Control

     We have entered into certain agreements and maintain certain plans that will require us to provide compensation and/or benefits to our named executive officers in the event of a termination of employment or a change in control of the Company. The compensation and benefits described below assume that any termination of employment was effective as of December 31, 2008, and thus includes amounts earned through that date. The tables below provide estimates of the compensation and benefits that would be provided to the executives upon their termination of employment; however, in the event of an executive’s separation from the Company, any actual amounts will be determined based on the facts and circumstances in existence at that time.

     Employment Agreements

     The Demshur, Bergmark, Davis Employment Agreements

     Messrs. Demshur, Bergmark and Davis have employment agreements which include provisions governing the payment of severance benefits if employment is terminated by the executive for any reason or by the Company for any reason other than (1) death or disability, (2) for cause, or (3) the executive’s material breach of a material provision of the employment agreement. In such event, our executive severance benefits will be comprised of:

     (a) the payment of a lump-sum amount equal to the sum of:

• 200% of his base salary as in effect immediately prior to the termination; and

• two times 45% of the maximum annual incentive bonus he could have earned pursuant to his employment agreement;

     (b) provision of a benefits package for the executive and his spouse and dependent children consisting of medical, hospital, dental, disability and life insurance benefits at least as favorable as those benefits provided to the executive and his spouse and dependent children immediately prior to termination, for as long as the executive and his spouse or dependent children are living;

     (c) the provision of outplacement services at a cost not to exceed 100% of the executive’s annual base salary as in effect immediately prior to the termination;

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     (d) the full and immediate vesting and exercisability of all of his outstanding stock options, which options shall remain exercisable for the greater of (1) three months following such termination, or (2) the period provided in the plan or plans pursuant to which such stock options were granted.

     For purposes of calculating the lifetime medical benefits, we assume the following:

• a discount rate of 6.25%;

• mortality under the 1994 Group Annuity Reserving Table projected to 2002;

• a current medical trend of 8.70% per annum, decreasing in accordance with a schedule over time to 6.00% in 2011 and 5.30% in 2033;

• that medical benefits are to be coordinated with Medicare such that premiums will be reduced by 50% for ages 65 and older; and

• that the health plan is fully insured and community rated and will continue to be so in the future.

     For purposes of calculating the welfare benefits, we assume the following:

• the basic life insurance benefit was valued as a whole life premium a discount rate of 5%;

• mortality under the 1994 Group Annuity Reserving Table projected to 2002;

• the accidental death and disability coverage was valued as 11.5% of the value of basic life insurance benefit, per the current premium ratio and this benefit was assumed to continue beyond age 65; and

• the long-term disability premium was escalated at 4% to age 65, reflecting the age-related incidence of disability as well as increased administrative costs; no value is attributed to the benefit beyond age 65, as long-term disability coverage is rarely available once employment ends.

     If the executive’s employment is terminated as a result of death or disability, the executive (if living), his spouse, and/or his dependent children, as applicable, will be entitled to the benefits described under clause (b) and (d) above.

     If the executive’s employment is terminated for any reason within three years following a change in control, the executive will be entitled to the same benefits described above except that certain outstanding stock options shall remain exercisable for the greater of (i) one year following such termination, or (ii) the period provided in the plan or plans pursuant to which such stock options were granted, and the lump-sum payment described in clause (a) above shall be equal to three times the sum of:

• his base salary as in effect immediately prior to his termination of employment; and

• the greater of (A) 45% of the maximum annual incentive bonus he could have earned pursuant to his employment contract for the year in which his employment terminates or (B) the highest annual bonus he received in the three fiscal years ending prior to the fiscal year in which occurred the change in control.

     The employment agreements generally use the following terms:

     “Cause” means the executive has been convicted of any felony or a misdemeanor involving moral turpitude.

     “Change in Control” means a merger of the Company with another entity, a consolidation involving the Company, or the sale of all or substantially all of the assets of the Company if (i) the holders of equity securities of the Company immediately prior to the transaction do not beneficially own immediately after the transaction 50% or more of the common equity of the resulting entity, (ii) the holders of equity securities of the Company immediately prior to the transaction do not beneficially own immediately after the transaction 50% of the voting securities of the resulting entity, or (iii) the persons who were members of the Supervisory Board of Directors immediately prior to the transaction are not the majority of the board of the resulting entity immediately after the transaction. A Change in Control also occurs when (i) there is shareholder approval of a plan of dissolution or liquidation of the Company, (ii) any person or entity acquires or gains ownership of control of more than 30% of the combined voting power of

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outstanding securities of the Company or resulting entity, or (iii) a change in the composition of the Board of Directors the results of which are that fewer than a majority of the supervisory directors are incumbent directors.

     Each executive’s employment agreement contains a standard confidentiality and nonsolicitation provision and requires that the executive not compete with the business conducted by the Company at any time during the period that he is employed by the Company and for the two-year period thereafter unless his employment with the Company is terminated by him for good reason, or by the Company for cause. Notwithstanding, the post-employment noncompetition and nonsolicitation restrictions terminate upon a change in control of the Company.

     Upon a change in control, our executive officers may be subject to certain excise taxes pursuant to Section 4999 of the Code (which imposes a 20% excise tax on certain excess parachute payments). In such case, we have agreed to pay each of our executive officers a gross-up payment such that, after the payment of any income, excise or other tax on the gross-up payment, the executive officer retains an amount sufficient to pay all excise taxes pursuant to Section 4999 of the Code.

     The calculation of the Section 4999 gross-up amounts described above is based upon an excise tax rate under Section 4999 of 20%, a 35% federal income tax rate and a 1.45% Medicare tax rate. For purposes of the gross-up calculations, we have assumed that (1) no amounts will be discounted as attributable to reasonable compensation, (2) all cash severance payments are contingent on a change in control (although we believe there may be a viable position to the contrary with respect to at least a portion of the cash severance payments), and (3) we could rebut the presumption required under applicable regulations that the restricted shares granted in 2008 were contingent upon a change in control.

     The tax gross-up payment described above will be payable to the executive for any excise tax incurred under Section 4999 of the Code regardless of whether his employment is terminated. However, the amount of the gross-up payment will change based upon whether the executive’s employment with us is terminated because the amount of compensation subject to the Section 4999 excise tax will change.

     The tables below reflect the amount of compensation that would be payable to each of the named officers in various scenarios involving termination of the named officer’s employment, including following a change in control. The amount of compensation payable to each named officer upon voluntary termination, involuntary not-for-cause termination (non-change in control), voluntary termination for good cause or involuntary termination following a change in control, involuntary for cause termination, and termination in the event of death or disability of each named officer is shown below. The amounts shown assume that the termination was effective on December 31, 2008 and thus includes amounts earned through that time and are estimates of the amounts which would be paid out to the officers upon their termination. The amounts payable upon termination following a change in control assume that the change in control occurred on December 31, 2008 and the termination was effective the same day. The actual amounts to be paid out can only be determined at the time of the officer’s separation from us. The officer would also have available the value of exercisable options reflected in the Outstanding Equity Awards at Fiscal Year End table.

David M. Demshur

					Involuntary				Termination
					Not For				related to
	Voluntary		Early		Cause		For Cause		Change-in-
	Termination		Retirement		Termination		Termination		Control on		Disability on		Death on
	on 12/31/2008		on 12/31/2008		on 12/31/2008		on 12/31/2008		12/31/2008		12/31/2008		12/31/2008
Compensation:
Severance	$	1,312,000	$	1,312,000	$	1,312,000	$	—	$	1,968,000	$	—	$	—
Short-term Incentive	$	885,600	$	885,600	$	885,600	$	—	$	2,298,000	$	—	$	—
Long-term Incentives:
Unvested and Accelerated Restricted Share Award Program	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Benefits & Perquisites:
Health and Welfare Benefits	$	305,300	$	305,300	$	305,300	$	—	$	305,300	$	305,300	$	305,300
Outplacement Services	$	656,000	$	—	$	656,000	$	—	$	656,000	$	—	$	—
Excise Tax & Gross-Up	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Total	$	3,158,900	$	2,502,900	$	3,158,900	$	—	$	5,227,300	$	305,300	$	305,300

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Richard L. Bergmark

					Involuntary				Termination
					Not For				related to
	Voluntary		Early		Cause		For Cause		Change-in-
	Termination		Retirement		Termination		Termination		Control on		Disability on		Death on
	on 12/31/2008		on 12/31/2008		on 12/31/2008		on 12/31/2008		12/31/2008		12/31/2008		12/31/2008
Compensation:
Severance	$	800,000	$	800,000	$	800,000	$	—	$	1,200,000	$	—	$	—
Short-term Incentive	$	360,000	$	360,000	$	360,000	$	—	$	992,400	$	—	$	—
Long-term Incentives:
Unvested and Accelerated Restricted Share Award Program	$	—	$	—	$	—	$	—	$	568,670	$	568,670	$	568,670
Benefits & Perquisites:
Health and Welfare Benefits	$	309,000	$	309,000	$	309,000	$	—	$	309,000	$	309,000	$	309,000
Outplacement Services	$	400,000	$	—	$	400,000	$	—	$	400,000	$	—	$	—
Excise Tax & Gross-Up	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Total	$	1,869,000	$	1,469,000	$	1,869,000	$	—	$	3,470,070	$	877,670	$	877,670

Monty L. Davis

					Involuntary				Termination
					Not For				related to
	Voluntary		Early		Cause		For Cause		Change-in-
	Termination		Retirement		Termination		Termination		Control on		Disability on		Death on
	on 12/31/2008		on 12/31/2008		on 12/31/2008		on 12/31/2008		12/31/2008		12/31/2008		12/31/2008
Compensation:
Severance	$	780,000	$	780,000	$	780,000	$	—	$	1,170,000	$	—	$	—
Short-term Incentive	$	351,000	$	351,000	$	351,000	$	—	$	962,400	$	—	$	—
Long-term Incentives:
Unvested and Accelerated Restricted Share Award Program	$	—	$	—	$	—	$	—	$	568,670	$	568,670	$	568,670
Benefits & Perquisites:
Health and Welfare Benefits	$	303,300	$	303,300	$	303,300	$	—	$	303,300	$	303,300	$	303,300
Outplacement Services	$	390,000	$	—	$	390,000	$	—	$	390,000	$	—	$	—
Excise Tax & Gross-Up	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Total	$	1,824,300	$	1,434,300	$	1,824,300	$	—	$	3,394,370	$	871,970	$	871,970

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     Nonqualified Deferred Compensation Plan.

     See the Nonqualified Deferred Compensation Table and subsequent narrative discussion for a description of the benefits payable to the named executive officers under the Nonqualified Deferred Compensation Plan upon death or separation from service, and in connection with a change in control.

     Supplemental Executive Retirement Plans.

     Please see the Pension Benefits Table and narrative that follows the table for a discussion of the benefits payable to the named executive officers under the Group SERP and the Individual SERP upon death or separation from service, and in connection with a change in control. As described in the Pension Benefits Table, if a participant in the Group SERP or an Individual SERP made a timely election, he would be entitled to receive a lump sum payment upon a change in control of the Company equal to the actuarially equivalent value of the retirement benefits that would have been paid upon the participant’s retirement.

     Restricted Share Award Program.

     Awards under our RSAP will vest in full in the event an executive officer’s service is terminated by reason of his death or disability or upon the occurrence of a change in control. As a result, assuming such event occurred on December 31, 2008, Messrs. Bergmark and Davis would have each become vested in $568,670 worth of common shares. Mr. Demshur did not have any outstanding RSAP awards at December 31, 2008.

COMPENSATION COMMITTEE REPORT

     During the last fiscal year, and this year in preparation for the filing of this proxy statement with the SEC, the Compensation Committee:

• reviewed and discussed the Company’s disclosure set forth herein below the heading “Compensation Discussion and Analysis” with management; and

• based on the reviews and discussions referred to above, recommended to the Supervisory Board that the disclosure set forth herein below the heading “Compensation Discussion and Analysis” be included in this proxy statement and incorporated by reference into our annual report on Form 10-K for the year ended December 31, 2008.

     Submitted by the Compensation Committee of the Board of Supervisory Directors.

Compensation Committee
D. John Ogren (Chairman)
Rene R. Joyce
Joseph R. Perna

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REPORT OF THE AUDIT COMMITTEE

     The Audit Committee currently consists of Messrs. Kearney, Perna and Joyce. The Company has determined that: (1) each member of the Audit Committee is independent, as defined in Section 10A of the Exchange Act and under the standards set forth by the NYSE and, to extent consistent therewith, the Dutch Code; and (2) all current Audit Committee members are financially literate. In addition, Mr. Kearney qualifies as an audit committee financial expert under the applicable rules promulgated pursuant to the Exchange Act and as defined in the Dutch Code.

     During the last fiscal year, and earlier this year in preparation for the filing with the SEC of the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, the Audit Committee:

• reviewed and discussed the Company’s audited financial statements as of and for the year ended December 31, 2008 with management and with the independent auditors;

• considered the adequacy of the Company’s internal controls and the quality of its financial reporting, and discussed these matters with management, with the internal auditors and with the independent auditors;

• reviewed and discussed with the independent auditors (1) their judgments as to the quality of the Company’s accounting policies, (2) the written disclosures and the letter from the independent auditors required by Public Company Accounting Oversight Board Independence Rules, and the independent auditors’ independence, and (3) the matters required to be discussed by Public Company Accounting Oversight Board AU Section 380, Communication with Audit Committees by the Auditing Standards Board of the American Institute of Certified Public Accountants;

• discussed with management, with the internal auditors and with the independent auditors the process by which the Company’s chief executive officer and chief financial officer make the certifications required by the SEC in connection with the filing with the SEC of the Company’s periodic reports, including reports on Forms 10-K and 10-Q;

• pre-approved all auditing services and non-audit services to be performed for the Company by the independent auditors as required by the applicable rules promulgated pursuant to the Exchange Act, considered whether the rendering of non-audit services was compatible with maintaining PricewaterhouseCoopers’ independence, and concluded that PricewaterhouseCoopers’ independence was not compromised by the provision of such services (details regarding the fees paid to PricewaterhouseCoopers in fiscal 2008 for audit services, audit-related services, tax services and all other services, are set forth at “Audit Fee Summary” below); and

• based on the reviews and discussions referred to above, recommended to the Supervisory Board that the financial statements referred to above be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.

     As recommended by the NYSE’s corporate governance rules, the Audit Committee also considered whether, to assure continuing auditor independence, it would be advisable to regularly rotate the audit firm itself. The Audit Committee has concluded that the current benefits to the Company from continued retention of PricewaterhouseCoopers warrant retaining the firm at this time. The Committee will, however, continue to review this issue on an annual basis.

     A copy of the Audit Committee’s written charter may be found on the Company’s website, athttp://www.corelab.com/corporate/governance.aspx#2.

     Notwithstanding the foregoing actions and the responsibilities set forth in the Audit Committee’s charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate and in accordance with generally accepted accounting principles. Management is responsible for the Company’s financial reporting process including its system of internal controls, and for the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States. The independent auditors are responsible for expressing an opinion on those financial statements. Committee members are not employees of the Company or accountants or auditors by profession. Therefore, the Committee has relied, without independent verification, on management’s representation that the financial statements have been prepared with integrity and objectivity and in conformity with accounting principles

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generally accepted in the United States and on the representations of the independent auditors included in their report on the Company’s financial statements.

     The Committee meets regularly with management and the independent and internal auditors, including private discussions with the independent auditors and the Company’s internal auditors and receives the communications described above. The Committee has also established procedures for (a) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and (b) the confidential, anonymous submission by the Company’s employees of concerns regarding questionable accounting or auditing matters. However, this oversight does not provide us with an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or policies, or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, our considerations and discussions with management and the independent auditors do not assure that the Company’s financial statements are presented in accordance with generally accepted accounting principles or that the audit of the Company’s financial statements has been carried out in accordance with generally accepted auditing standards.

     Submitted by the Audit Committee of the Board of Supervisory Directors.

Audit Committee
Michael C. Kearney (Chairman)
Rene R. Joyce
Joseph R. Perna

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INFORMATION ABOUT OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Audit Fee Summary

     The Audit Committee approved in advance approximately 64% of the non-audit fees. Set forth below is a summary of the total fees paid to our independent registered public accounting firm, PricewaterhouseCoopers, for fiscal years 2008 and 2007. These fees consisted of:

	2008		2007
Audit Fees	$	2,467,000	$	2,455,000
Audit Related Fees		446,000		836,604
Tax Fees		201,700		401,865
All Other Fees		66,900		11,852
Total	$	3,181,600	$	3,705,321

     Audit Fees. Audit fees consist primarily of the audit and quarterly reviews of the consolidated financial statements, assistance with and review of documents filed with the SEC, work performed by tax professionals in connection with the audit and quarterly reviews, and the audit of internal controls in order to comply with the Sarbanes-Oxley Act of 2002.

     Audit-Related Fees. Audit-related fees consist primarily of statutory audits of subsidiaries required by governmental or regulatory bodies and attestation services required by statute or regulation; and certain agreed-upon procedures including accounting and research work necessary to comply with generally accepted auditing standards.

     Tax Fees. Tax fees include professional services provided for preparation of federal and state tax returns, review of tax returns prepared by the Company, assistance in assembling data to respond to governmental reviews of past tax filings, and tax advice, exclusive of tax services rendered in connection with the audit.

     All Other Fees. Other fees consist primarily of comfort letters, consents, research and consulting, and work performed related to other SEC filings.

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MATTERS TO BE VOTED ON

Item 1. Election of Supervisory Directors

     Our articles of association provide for one or more Supervisory Directors. Our Supervisory Board currently has eight members who are divided into three classes of Supervisory Directors. Each class is elected for a term of three years such that the term of one class of Supervisory Director expires at the annual meeting each year. At this year’s annual meeting we will be electing two Class III Supervisory Directors. The Supervisory Board is proposing the election of Messrs. Richard L. Bergmark and Alexander Vriesendorp as Class III Supervisory Directors for a term expiring at the annual meeting in 2012. All of the Class III nominees for Supervisory Director are presently members of the Supervisory Board. Please see “Information About Our Supervisory Directors and Director Compensation — Board of Supervisory Directors” for biographical information of our Supervisory Directors.

     Candidates for Supervisory Director are recommended by the Nominating and Governance Committee to our Supervisory Board. Our Supervisory Board then nominates selected candidates, who are elected at the annual meeting by the affirmative vote of a majority of the votes cast at the meeting. You may vote for any of the nominees, all of the nominees, or for none of the nominees. Under Dutch law and our articles of association, common shares abstaining from voting will not count as votes cast at the annual meeting but will count for the purpose of determining the number of shares represented at the meeting. Broker non-votes will not count as shares present at the annual meeting or for the purpose of determining the number of votes cast.

     Unless otherwise instructed or unless the proxy is withdrawn, the accompanying proxy will be voted for the election of the nominees listed above. 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 our Supervisory Board. The Supervisory Board has no reason to believe that any substitute nominees will be required. No proxy will be voted for a greater number of persons than the number of nominees named herein. Shareholders may not cumulate their votes in the election of Supervisory Directors.

     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.

Item 2. Confirmation and Adoption of Annual Accounts

     At the annual meeting, as required under Dutch law and our articles of association our shareholders will be asked to confirm and adopt our Dutch Statutory Annual Accounts (the “Annual Accounts”) for the fiscal year ended December 31, 2008, which are our audited consolidated financial statements that are prepared in accordance with Dutch generally accepted accounting principles. In accordance with Article 408, Book 2 of the Dutch Civil Code, the Annual Accounts are our annual accounts and our participation. However, the Annual Accounts do not represent the consolidated accounts of our Company and subsidiaries as presented in our Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2008.Companies domiciled in the United States are not generally required to obtain shareholder confirmation and adoption of annual accounts.

     The affirmative vote of the majority of the votes cast at the annual meeting is required to confirm and adopt the Annual Accounts. Under Dutch law and our articles of association, common shares abstaining from voting will not count as votes cast at the annual meeting. Broker non-votes will not count as shares present at the annual meeting or for the purpose of determining the number of votes cast.

     The Supervisory Board recommends that shareholders vote “FOR” the confirmation and adoption of the Annual Accounts, and proxies executed and returned will be so voted unless contrary instructions are indicated thereon.

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Item 3. Extension of Authority to Issue Shares of Core Laboratories N.V. Until May 14, 2014

     Our authorized share capital consists of 100 million common shares and 3 million preference shares, each share with a current par value of EUR 0.04. Under Dutch law and our articles of association, the Supervisory Board has the power to issue shares of our authorized share capital as long as the Supervisory Board has been designated and authorized by the shareholders to do so at the annual meeting. An authorization of the Supervisory Board to issue shares may be effective for a period of up to five years and may be renewed on an annual rolling basis. In connection with our initial public offering in September 1995, our shareholders authorized the Supervisory Board to issue shares and/or rights with respect to our shares for a five-year period. At each annual meeting subsequent to 1995, our shareholders have extended the period such that the current period is set to expire on May 28, 2013. We currently do not have any specific plans, proposals or arrangements to issue any of the authorized shares of common stock for any purpose. However, in the ordinary course of our business, we may determine from time to time that the issuance of shares of common stock is in the best interests of the Company, including in connection with future acquisitions or financings.

     At the annual meeting, our shareholders will be asked to approve a further extension of this authority to issue shares and/or to grant rights, including options to purchase, with respect to our unissued common and preference shares up to the maximum number of common and preference shares indicated by the authorized share capital for a five-year period from the date of the annual meeting until May 14, 2014.This authority to issue shares is similar to that generally afforded under state law to public companies domiciled in the United States.Management believes that retaining the flexibility to issue shares for acquisition, financing or other business purposes in a timely manner without first obtaining specific shareholder approval is important to our continued growth. Furthermore, our common shares are 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 20% of the shares outstanding 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 authority of the Supervisory Board to issue shares as described in this proxy statement does not include the power to increase the total number of authorized shares of Core Laboratories N.V.

     The affirmative vote of the majority of the votes cast at the annual meeting is required to extend the authority of the Supervisory Board to issue shares and/or to grant rights (including options to purchase) with respect to our common and/or preference shares for a five-year period from the date of the annual meeting. Under Dutch law and our articles of association, common shares abstaining from voting will not count as votes cast at the annual meeting. Broker non-votes will not count as shares present at the annual meeting or for the purpose of determining the number of votes cast.

     The Supervisory Board recommends that shareholders vote “FOR” the extension of the authority of the Supervisory Board to issue shares and/or to grant rights (including options to purchase) with respect to our common and/or preference shares up to a maximum of 20% of outstanding shares per annum until May 14, 2014, and proxies executed and returned will be so voted unless contrary instructions are indicated thereon.

Item 4. Extension of Authority of Supervisory Board to Limit or Eliminate Preemptive Rights Until May 14, 2014

     Holders of our common shares (other than our employees and employees of our subsidiaries who are issued common shares pursuant to the exercise of options granted under the LTIP and the Director Plan) have a pro rata preemptive right of subscription to any of our common shares issued for cash unless such right is limited or eliminated by our Supervisory Board. Holders of our common shares have no pro rata preemptive subscription right with respect to any common shares issued for consideration other than cash. If designated and authorized by our shareholders at the annual meeting, the Supervisory Board has the power to limit or eliminate such rights. Such an authorization may be effective for up to five years and may be renewed for successive five-year periods. In connection with our initial public offering in September 1995, our shareholders authorized the Supervisory Board to limit or eliminate the preemptive rights of holders of our common shares for a five-year period. At each annual meeting subsequent to 1995, our shareholders have extended this period such that the current period is set to expire on May 28, 2013.

     At the annual meeting, our shareholders will be asked to approve a further extension of this authority for a five-year period from the date of the annual meeting until May 14, 2014 to limit or eliminate preemptive rights.Preemptive rights are uncommon for public companies domiciled in the United States.Management believes that if the Supervisory Board is not granted the authority to limit preemptive rights, the ability of our Company to

36

engage in equity financing transactions would be significantly affected. Any limits or waivers of preemptive rights would apply equally to all holders of our common shares. Furthermore, as long as our common shares remain listed on the NYSE, any issuance of common shares will remain subject to the rules of the NYSE, including limitations on our ability to issue shares without shareholder approval. See Item 5 above for a discussion of the NYSE rules regarding stock issuances.

     The affirmative vote of the majority of the votes cast at the annual meeting is required to extend the authority of the Supervisory Board to limit or eliminate the preemptive rights of holders of our common shares for a five-year period from the date of the annual meeting. However, if less than 50% of all issued shares are present at the meeting, then two-thirds of the votes cast will be required to extend this authority. Under Dutch law and our articles of association, common shares abstaining from voting will not count as votes cast at the annual meeting. Broker non-votes will not count as shares present at the annual meeting or for the purpose of determining the number of votes cast.

     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 our common shares and/or preference shares up to a maximum of 20% of outstanding shares per annum until May 14, 2014, and proxies executed and returned will be so voted unless contrary instructions are indicated thereon.

Item 5. Ratification of Appointment of PricewaterhouseCoopers as Our Independent Registered Public Accounting Firm for 2009

     The Audit Committee of the Supervisory Board has recommended and the Supervisory Board has approved the appointment of the firm of PricewaterhouseCoopers as our independent registered public accountants for the year ending December 31, 2009 subject to ratification by our shareholders. PricewaterhouseCoopers has acted as our independent registered public accountants since April 2002. We have invited representatives of PricewaterhouseCoopers to the annual meeting and we expect one such representative to attend. If such representative should attend, we expect that he or she will be available to respond to questions and will have the opportunity to make a statement if he or she desires to do so.

     The affirmative vote of the majority of the votes cast at the annual meeting is required to ratify the appointment of PricewaterhouseCoopers as our independent registered public accountants for 2009. Under Dutch law and our articles of association, common shares abstaining from voting will not count as votes cast at the annual meeting. Broker non-votes will not count as shares present at the annual meeting or for the purpose of determining the number of votes cast.

     In the event the appointment is not ratified, our Supervisory Board will consider the appointment of other independent accountants.

     The Supervisory Board recommends that the shareholders vote “FOR” the ratification of PricewaterhouseCoopers’ appointment as our independent registered public accountants for 2009 and proxies executed and returned will be so voted unless contrary instructions are indicated thereon.

Item 6. Other Matters to Be Voted On

     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 thereof, it is intended that the accompanying proxy will be voted in accordance with the judgment of the persons voting the proxy.

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OTHER PROXY MATTERS

Information About Our 2010 Annual Meeting

     Any shareholder who desires to submit a proposal for inclusion in the proxy material for presentation at the 2010 annual meeting of shareholders must forward such proposal to our Secretary at the address indicated on the cover page of this proxy statement, so that the Secretary receives it no later than December 1, 2009. Any notice of a proposal to be considered at the 2010 annual meeting should also be submitted to our Secretary. Any such notice will be considered untimely if not received by the Secretary on or before February 15, 2010.

Stockholders Sharing the Same Address

     The Company is sending only one copy of its proxy statement to stockholders who share the same address, unless they have notified the Company that they want to continue receiving multiple copies. This practice, known as “householding,” is designed to reduce duplicate mailings and save significant printing and postage costs as well as natural resources.

     If you received householded mailing this year and you would like to have additional copies of the Company’s proxy statement mailed to you, or you would like to opt out of this practice for future mailings, please submit your request to Mark F. Elvig, Secretary, in care of Core Laboratories LP, 6316 Windfern Road, Houston, Texas 77040 or by phone at 713-328-2673. You may also contact the Company if you received multiple copies of the annual meeting materials and would prefer to receive a single copy in the future.

Incorporation by Reference

     The information contained in this proxy statement in the sections entitled “Shareholder Return Performance Presentation,” “Compensation Committee Report” and “Report of the Audit Committee” shall not be deemed to be “soliciting material” or to be “filed” with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filings with the Securities and Exchange Commission, or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that the Company specifically incorporates it by reference into a document filed under the Securities Act of 1933, as amended, or the Exchange Act.

Other Information

     A copy of our Annual Report on Form 10-K for the year ended December 31, 2008, including the financial statements, schedules and exhibits thereto, may be obtained without charge by written request to Mark F. Elvig, Secretary, in care of Core Laboratories LP, 6316 Windfern Road, Houston, Texas 77040.

By Order of the Board of Supervisory Directors,

Jacobus Schouten

Supervisory Director

Amsterdam, The Netherlands
April 1, 2009

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CORE LABORATORIES N.V         . C/O AMERICAN STOCK TRANSFER 59 MAIDEN LANE, ATTN: DONNA ANSBRO NEW YORK, NY 10038-4502 VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS If you would like to reduce the costs incurred by Core Laboratories N.V. in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access shareholder communications electronically in future years. VOTE BY PHONE — 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Core Laboratories N.V., c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: CORLB1 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. To withhold authority to vote for any individual CORE LABORATORIES N.V         . For Withhold For All All All Except nominee(s), mark “For All Except” and write the The Board of Supervisory Directors recommends number(s) of the nominee(s) on the line below. a vote “FOR” the following Supervisory Directors. 000 1. Election of Supervisory Directors Nominees: 01) Richard L. Bergmark 02) Alexander Vriesendorp The Board of Supervisory Directors recommends you vote “FOR” the following proposals. For Against Abstain 2.
To confirm and adopt our Dutch Statutory Annual Accounts in the English language for the fiscal year ended December 31, 2008; 000 3.
To approve and resolve the extension of the authority to issue shares and/or to grant rights (including options to purchase) with 000 respect to our common and preference shares up to a maximum of 20% of outstanding shares per annum until May 14, 2014; 4. To approve and resolve the extension of the authority to limit or exclude the preemptive rights of the holders of our common 000 shares and/or preference shares up to a maximum of 20% of outstanding shares per annum until May 14, 2014; 5. To ratify the appointment of PricewaterhouseCoopers as our Company’s independent registered public accountants for the 000 year ending December 31, 2009; and 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         . For address changes and/or comments, please check this box and 0
write them on the back where indicated. Please indicate if you wish to view meeting materials 00 NOTE: Please sign exactly as your name(s) appear(s) hereon. All holders electronically via the Internet rather than receiving a must sign. When signing as attorney, executor, administrator, or other fiduciary, hard copy. Please note that you will continue to receive Yes
No please give full title as such. Joint owners should each sign personally. If a a proxy card for voting purposes only. corporation, please sign in full corporate name, by authorized officer. If a
partnership, please sign in partnership name by authorized person. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date Important Notice Regarding Internet Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.

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 Thursday, May 14, 2009. The undersigned hereby constitutes and appoints Mark Elvig, Jan Willem Sodderland, Jaap Stoop and T. Mark Kelly 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 Meeting of Shareholders of Core Laboratories N.V. to be held at the Sheraton Amsterdam Airport Hotel and Conference Center, Schipol Boulevard 101, 1118 BG, Amsterdam, The Netherlands, on Thursday, May 14, 2009 at 3:00 p.m., local time, and any adjournment(s) thereof, with all powers the undersigned would possess 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 discretion, said attorneys and proxies are authorized to vote upon such other matters and issues 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 TWO NOMINEES FOR SUPERVISORY DIRECTOR AND FOR PROPOSALS 2, 3, 4 AND 5. Address Changes/Comments: (If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.) (To be signed and continued on the reverse side.)