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CHICAGO BRIDGE & IRON COMPANY N.V.

2014 ANNUAL REPORT

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Chicago Bridge & Iron Company N.V.

Table of Contents

Page

Report of the Management Board

Risk Factors

Forward-Looking Statements

Five-Year Summary of Selected Financial Data Results of Operations

Overview 2014 Versus 2013

Liquidity and Capital Resources Off-Balance Sheet Arrangements

Quantitative and Qualitative Disclosure about Market Risk Critical Accounting Estimates

Signature Page

Report of the Supervisory Board Consolidated Financial Statements

Consolidated Balance Sheets Consolidated Statements of Income Consolidated Statements of Cash Flows Notes to the Consolidated Financial Statements General Notes

Accounting Policies

Notes to Individual Items of the Consolidated Balance Sheet Notes to Individual Items of the Statement of Income Other Disclosures

Company Financial Statements

Company Balance Sheets Company Statements of Income

Notes to the Company Financial Statements

Signature Page Other Information

Appropriation

Proposed Appropriation of Profits

Subsequent Events After the Balance Sheet Date Independent Auditor’s Report

Shareholder Information

Range of Common Stock Prices

List of Subsidiaries 3 32 44 46 47 47 49 53 57 57 58 62 63 65 66 67 68 69 69 69 74 85 91 111 112 113 114 120 121 121 121 121 122 123 124

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REPORT OF THE MANAGEMENT BOARD Introduction

The following discussion of the financial condition and results of operations of Chicago Bridge & Iron Company N.V. (“CB&I” or “the Company”) is provided to assist readers in understanding our financial performance during the periods presented and significant trends which may impact our future performance. This discussion should be read in conjunction with our Consolidated Financial Statements (“Financial Statements”) and the related notes thereto included elsewhere in this Annual Report. Our Financial Statements, and the financial information discussed below, have been prepared in accordance with Dutch Law. Our Financial Statements filed with the United States (“U.S.”) Securities and Exchange Commission (“SEC”) are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated Financial Statements included herein are prepared in accordance with Dutch Law. The primary accounting differences between the Dutch Law and U.S. GAAP Financial Statements are the treatment of goodwill and share-based compensation expense, as (1) Dutch Law requires amortization of goodwill over a supportable term, while U.S. GAAP requires an impairment review at least annually and prohibits amortization, (2) Dutch Law requires accelerated recognition of share-based compensation costs associated with awards containing graded vesting features, while U.S. GAAP allows companies to elect to recognize these costs on a straight-line or accelerated basis (we elected the straight-line method under U.S. GAAP), and (3) Dutch Law requires the capitalization of transaction costs related to acquisitions while U.S. GAAP requires certain transaction costs to be expensed.

Under Dutch Law, we amortize goodwill over a 20 year period from the applicable acquisition date (supportable term) and recognize share-based compensation costs on an accelerated basis in accordance with Dutch Accounting Standards Board Guideline 275. See Note 28 to the Consolidated Financial Statements for a reconciliation between the Dutch Law and U.S. GAAP financial statements.

Organization

Founded in 1889, Chicago Bridge & Iron Company N.V. (“CB&I” or “the Company”), a Netherlands company, provides a wide range of services, including conceptual design, technology, engineering, procurement, fabrication, modularization, construction, commissioning, maintenance, program management and environmental services to customers in the energy infrastructure market throughout the world, and is a provider of diversified government services. Our stock trades on the New York Stock Exchange (“NYSE”) under the ticker symbol “CBI.” With more than a century of experience and approximately 54,000 employees worldwide, we capitalize on our global expertise and local knowledge to safely and reliably deliver projects virtually anywhere. At a given point in time, we have projects in process in more than 70 countries.

Segment Financial Information

Our management structure and internal and public segment reporting are aligned based upon the services offered by the following four operating groups, which represent our reportable segments:

Engineering, Construction and Maintenance. Engineering, Construction and Maintenance provides engineering, procurement and construction ("EPC") services for major energy infrastructure facilities, as well as comprehensive and integrated maintenance services. Projects for this operating group include upstream and downstream process facilities for the oil and gas industry, such as refinery process units and petrochemical facilities, as well as Liquefied Natural Gas ("LNG") liquefaction and regasification terminals, and nuclear, fossil and renewable electric generating plants for the power generation industry. Customers include international energy companies such as Chevron, ExxonMobil, and Occidental Petroleum; national energy companies such as Ecopetrol (Colombia), Exelon (U.S.) and Statoil (Norway) ; and regional energy companies in the U.S. such as Entergy, Freeport LNG and Sempra Energy. Effective in the first quarter of 2014, the backlog and operating results for a large EPC project in the U.S. that was previously reported within our Environmental Solutions (formerly Government Solutions) operating group (see below) were reclassified to our Engineering, Construction and Maintenance operating group, reflecting the current management oversight for the project.

Fabrication Services. Fabrication Services provides fabrication of piping systems, process and nuclear modules; fabrication and erection of steel plate structures; and manufacturing and distribution of pipe and fittings for the oil and gas, petrochemicals, water and wastewater, mining, mineral processing and power generation industries. Projects for this operating group include above ground storage tanks, LNG tanks, field erected pressure vessels and spheres, elevated water storage tanks, and other specialty structures such as nuclear containment vessels and process and nuclear modules, as well as fabrication of piping

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and structural steel, induction bending and module prefabrication and assembly. Customers include international energy companies such as Chevron, ChevronPhillips, ConocoPhillips, Dow, ExxonMobil, and Shell; national energy companies such as ADNOC (Abu Dhabi) and CNOOC (China); regional refining, chemical, and gas processing companies in the U.S. such as Flint Hills, Sunoco, and Suncor; terminal operators such as Kinder Morgan and Oiltanking; and mining and mineral processing companies such as BHP and Alcoa.

Technology. Technology provides licensed process technologies, catalysts, and engineered products (including heat transfer and proprietary equipment, and engineering, procurement and fabrication for certain process technologies) for use in petrochemical facilities, oil refineries and gas processing plants, and offers process planning and project development services, and a comprehensive program of aftermarket support. Technology has a 50% owned unconsolidated joint venture with Chevron (Chevron-Lummus Global or "CLG") that provides licensed technologies, engineering services and catalysts, primarily for the refining industry. Technology also has a 33.3% owned unconsolidated joint venture with Exelon and 8 Rivers Capital that is building a first-of-its-kind demonstration plant, and was formed for the purpose of developing, commercializing and monetizing a new natural gas power system that produces zero atmospheric emissions, including carbon dioxide. Customers include international energy companies such as ExxonMobil and Shell; national energy companies such as CNOOC (China), Pemex (Mexico) and Rosneft (Russia); petrochemical companies such as Occidental, Reliance Industries and Westlake Petrochemicals, and regional companies such as Lotte (Korea), Petronas (Indonesia) and IRPC (Thailand). Environmental Solutions (formerly Government Solutions). Environmental Solutions provides full-scale environmental services for government and private-sector customers, including remediation and restoration of contaminated sites, site preparation work, emergency response and disaster recovery, and also leads large high-profile programs and projects, including design-build infrastructure projects, for federal, state and local governments. Customers include U.S. Federal departments and agencies such as the U.S. Department of Defense ("DOD"), U.S. Department of Energy ("DOE"), U.S. Environmental Protection Agency ("EPA") and the U.S. Federal Emergency Management Agency ("FEMA"), as well as U.S. state and local governments and a variety of non-governmental customers. As discussed above, effective in the first quarter of 2014, the backlog and operating results for a large EPC project in the U.S. that was previously reported within our Environmental Solutions operating group were reclassified to our Engineering, Construction and Maintenance operating group.

Segment financial information by operating group can be found under “Results of Operations” and Notes to the Consolidated Financial Statements.

Acquisitions

The Shaw Group Inc. (“Shaw”). As more fully described in Note 20 to the Consolidated Financial Statements, on February

13, 2013 (the “Acquisition Closing Date”), we acquired Shaw (the “Shaw Acquisition” or the "Acquisition") for a gross purchase price of approximately $3.4 billion, comprised of approximately $2.9 billion in cash consideration and approximately $488.8 million in equity consideration. The cash consideration was funded using approximately $1.1 billion from existing cash balances of CB&I and Shaw on the Acquisition Closing Date, and the remainder was funded using debt financing as further described in Note 12 to the Consolidated Financial Statements. Shaw's unrestricted cash balance on the Acquisition Closing Date totaled approximately $1.2 billion, and accordingly, the cash portion of our purchase price, net of cash acquired, was approximately $1.7 billion and our total purchase price, net of cash acquired, was approximately $2.2 billion. Beginning on the Acquisition Closing Date, the results from the Shaw Acquisition were incorporated within our expanded operating groups, which represent our reportable segments, as described in the Segment Financial Information section above.

E-Gas. On May 17, 2013, we acquired a coal gasification technology ("E-Gas") for cash consideration of approximately

$60.8 million, primarily consisting of process technology intangible assets. This acquired business has been incorporated into our Technology operating group.

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Competitive Strengths

Our core competencies, which we believe are significant competitive strengths, include:

Strong Health, Safety and Environmental (“HSE”) Performance. Because of our long and outstanding safety record, we are sometimes invited to bid on projects for which other competitors do not qualify. Our HSE performance also translates directly to lower costs and reduced risk to our employees, subcontractors and customers. According to the U.S. Bureau of Labor Statistics, the national Lost Workday Case Incidence Rate for construction companies similar to CB&I was 0.7 per 100 full-time employees for 2013 (the latest reported year), while our rates for 2013 and 2014 were only 0.05 per 100 employees and 0.03 per 100 employees, respectively. During 2014, CB&I was awarded the 2015 Green Cross for Safety medal from the National Safety Council ("NSC") for our outstanding achievement in workplace safety. CB&I was the first EPC company to receive this award from the NSC, further demonstrating the Company's outstanding safety record and commitment to safety.

Worldwide Record of Excellence. We have an established record as a leader in the international engineering and construction industry by providing consistently superior project performance for more than a century.

Global Execution Capabilities. With a network of approximately 200 sales and operations offices around the world, established supplier relationships and available workforces, we have the ability to rapidly mobilize personnel, materials and equipment to execute projects in locations ranging from highly industrialized countries to some of the world’s most remote regions. Additionally, due primarily to our long-standing presence in numerous markets around the world, we have a prominent position as a local direct hire contractor in global energy and industrial markets.

EPC Project Execution Capabilities. We are one of the few EPC contractors that has self perform construction capability in the U.S. and worldwide. In addition, we believe our world class piping fabrication facilities around the world are unique in the EPC contractor industry. These are key elements of our project delivery model that provides our customers lower costs and schedule assurance due to our ability to directly perform and control the critical path activities of most projects. This provides us with a competitive advantage over other EPC contractors that operate in our space.

Modular Fabrication. We are one of the few EPC contractors and process technology providers with fabrication facilities, which allows us to offer customers the option of modular construction, when feasible. In contrast to traditional on-site “stick built” construction, modular construction enables modules to be built within a tightly monitored shop environment which allows us to, among other things, better control quality, minimize weather delays and expedite schedules. Once completed, the modules are shipped to and assembled at the project site.

Licensed Technologies. We offer a broad, state-of-the-art portfolio of hydrocarbon refining, petrochemical and gas processing technologies. Our ability to provide licensed technologies sets us apart from our competitors and presents opportunities for increased profitability. Combining technology with EPC capabilities strengthens our presence throughout the project life cycle, allowing us to capture additional market share in higher margin growth markets.

Recognized Expertise. Our in-house engineering team includes internationally-recognized experts in a broad range of energy infrastructure fields, including processes and facilities related to oil and gas production, LNG, refining, petrochemicals, gas processing, power generation, modular design and fabrication, cryogenic storage and processing, and bulk liquid storage and systems. Several of our senior engineers are long-standing members of committees that have helped develop worldwide standards for storage structures and process vessels for the oil and gas industry, including the American Petroleum Institute and the American Society of Mechanical Engineers.

Strong Focus on Project Risk Management. We are experienced in managing the risks associated with bidding and executing complex projects. Our position as an integrated EPC service provider allows us to execute global projects on a competitively bid and negotiated basis. We offer our customers a range of contracting options, including cost-reimbursable, fixed-price and hybrid, which has both cost-reimbursable and fixed-price characteristics.

Management Team with Extensive Engineering and Construction Industry Experience. Members of our senior management team have an average of over 30 years of experience in the energy infrastructure industry.

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Growth Strategy

We anticipate that our near-term growth will primarily be derived organically from our existing end markets and from the Shaw Acquisition. Combining CB&I and Shaw has created one of the most complete energy focused companies in the world, with the ability to provide technology, engineering, procurement, fabrication, construction, maintenance, and associated services. The Shaw Acquisition increased our skilled resources, expanded our services into energy growth areas, including power generation, and provided non-energy related diversification through Environmental Solutions operating group. With increased critical mass, CB&I now has an even greater ability to compete for and execute the largest energy infrastructure projects. On an opportunistic and strategic basis, we may pursue further growth through selective acquisitions of additional businesses, technologies, or assets that meet our stringent acquisition criteria and will expand or complement our current portfolio of services.

Competition

We operate in a competitive environment. Technology performance, price, timeliness of completion, quality, safety record and reputation are principal competitive factors within our industry. There are numerous regional, national and global competitors that offer similar services to those offered by each of our operating groups.

Marketing and Customers

We contract directly with hundreds of customers in the energy, petrochemical, natural resource, power and government services industries. We rely primarily on direct contact between our technically qualified sales and engineering staff and our customers’ engineering and contracting departments. Dedicated sales employees are located in offices throughout the world. Our significant customers are primarily in the hydrocarbon and power generation industries and include major petroleum and petrochemical companies (see the “Segment Financial Information” section above for a representative listing of our customers by operating group). We have longstanding relationships with many of our significant customers; however, we are not dependent upon any single customer on an ongoing basis and do not believe the loss of any single customer would have a material adverse effect on our business. For 2014 and 2013, net turnover from our LNG mechanical erection and tank projects in the Asia Pacific region for Gorgon LNG was approximately $2.0 billion (approximately 15% of our total 2014 net turnover) and $1.2 billion (approximately 11% of our total 2013 net turnover). For 2012, net turnover from our Colombian refinery project for Reficar was approximately $915.0 million (approximately 17% of our total 2012 net turnover).

Backlog

At December 31, 2014, we had a backlog of work to be completed on contracts of approximately $30.4 billion, compared with $27.8 billion at December 31, 2013. The geographic mix of our backlog and net turnover is primarily dependent upon global energy demand, and at December 31, 2014 and for the year then ended, approximately 20% and 50% of our backlog and net turnover, respectively, was derived from projects outside the U.S. At December 31, 2013 and for the year then ended, approximately 30% and 55% of our backlog and net turnover, respectively, was derived from projects outside the U.S. In addition, as certain contracts within our Environmental Solutions and Engineering, Construction and Maintenance operating groups are dependent upon funding from the U.S. government, where funds are appropriated on a year-by-year basis while contract performance may take more than one year, approximately $985.0 million of our backlog at December 31, 2014 was for contractual commitments that are subject to future funding decisions. Due to the timing of awards and the long-term nature of some of our projects, approximately 60% to 65% of our December 31, 2014 backlog is anticipated to be recognized as net turnover beyond 2015. For further discussion of our backlog, see the applicable risk factor in the “Risk Factors” section and the “Overview” section of Results of Operations.

Types of Contracts

Our contracts are awarded on a competitively bid and negotiated basis using a range of contracting options, including cost-reimbursable, fixed-price and hybrid, which has both cost-reimbursable and fixed-price characteristics. Each contract is designed to optimize the balance between risk and reward.

Raw Materials and Suppliers

The principal raw materials we use are metal plate, structural steel, pipe, fittings, catalysts, proprietary equipment and selected engineered equipment such as pressure vessels, exchangers, pumps, valves, compressors, motors and electrical and

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instrumentation components. Most of these materials are available from numerous suppliers worldwide, with some furnished under negotiated supply agreements. We anticipate being able to obtain these materials for the foreseeable future; however, the price, availability and schedule validities offered by our suppliers may vary significantly from year to year due to various factors, including supplier consolidations, supplier raw material shortages, costs, and surcharges, supplier capacity, customer demand, market conditions, and any duties and tariffs imposed on the materials.

We use subcontractors where it assists us in meeting customer requirements with regard to resources, schedule, cost or technical expertise. These subcontractors may range from small local entities to companies with global capabilities, some of which may be utilized on a repetitive or preferred basis. To the extent necessary, we anticipate being able to locate and contract with qualified subcontractors in all global areas where we do business.

Environmental Matters

Our operations are subject to extensive and changing U.S. federal, state and local laws and regulations, as well as the laws of other countries, that establish health and environmental quality standards. These standards, among others, relate to air and water pollutants and the management and disposal of hazardous substances and wastes. We are exposed to potential liability for personal injury or property damage caused by any release, spill, exposure or other accident involving such pollutants, substances or wastes.

In connection with the historical operation of our facilities, including those associated with acquired operations, substances which currently are or might be considered hazardous were used or disposed of at some sites that will or may require us to make expenditures for remediation. In addition, we have agreed to indemnify parties from whom we have purchased or to whom we have sold facilities for certain environmental liabilities arising from acts occurring before the dates those facilities were transferred.

We believe we are in compliance, in all material respects, with environmental laws and regulations and maintain insurance coverage to mitigate our exposure to environmental liabilities. We do not believe any environmental matters will have a material adverse effect on our future results of operations, financial position or cash flow. We do not anticipate we will incur material investment in tangible assets for environmental controls or for the investigation or remediation of environmental conditions during 2015 or 2016.

Patents

We have numerous active patents and patent applications throughout the world, the majority of which are associated with technologies licensed by our Technology operating group. However, no individual patent is so essential that its loss would materially affect our business.

Employees

At December 31, 2014, we employed approximately 54,400 persons worldwide, comprised of approximately 22,900 salaried employees and approximately 31,500 hourly and craft employees. At December 31, 2013, we employed approximately 55,900 persons worldwide, comprised of approximately 21,400 salaried employees and approximately 34,500 hourly and craft employees. Our number of employees, particularly hourly and craft, varies in relation to the location, number and size of projects we have in process at any given time. To preserve our project management and technological expertise as core competencies, we continuously recruit and develop qualified personnel, and maintain ongoing training programs for all our key personnel.

The percentage of our employees represented by unions for 2014 and 2013 was approximately 20% to 25%. We have agreements, which generally extend up to 5 years, with various unions representing groups of employees at project sites in the U.S., Canada, Australia and various other countries. We enjoy good relations with our unions and have not experienced a significant work stoppage in any of our facilities for more than a decade.

Available Information

We make available our Annual Reports free of charge through our internet website at www.cbi.com as soon as reasonably practicable after we file such material.

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Research and Development

Expenditures for research and development activities are charged to cost of sales as incurred and were $28.4 million and $27.1 million in 2014 and 2013, respectively. The majority of these expenditures are incurred within our Technology operating group for maintenance of existing and commercialization of new technologies.

Subsequent Events After the Balance Sheet Date

There are no significant subsequent events to the Consolidated Financial Statements after the balance sheet date to be disclosed.

Dutch Corporate Governance

On December 9, 2003 the Dutch Corporate Governance Committee issued the Dutch Corporate Governance Code (the “Dutch Code”) regarding principles of good corporate governance and best practice provisions. The Dutch Code contains the principles and concrete best practice provisions which the persons involved in a listed company (including management board members and supervisory board members) and stakeholders should observe in relation to one another. A listed company should explain in its annual report whether, and if so why and to what extent, it does not comply with the best practice provisions of the Dutch Code. On December 10, 2008, the Dutch Corporate Governance Committee adopted amendments to the Dutch Code which became effective on January 1, 2009.

In this annual report, the Management Board and the Supervisory Board report on our corporate governance structure. The Dutch Code bears a resemblance to the Sarbanes-Oxley Act of 2002 and the listing standards of the NYSE. We endorse most of the principles of the Dutch Code and already comply with certain best practice provisions of the Dutch Code. In particular, members of the Supervisory Board annually complete a self-assessment of the functioning of the Board and each of the Committees and participate in our strategic planning process and continuously exercise the Board’s risk oversight authority by assessing the design and effectiveness of our risk management systems, as well as any changes to those systems. Our corporate governance policies are discussed in our 2014 Form 10-K and proxy statement filed with the SEC. These documents in addition to our corporate governance documents can be found at our Internet website, www.cbi.com. We generally comply with the Dutch Code in all respects but the following:

• Our Supervisory Directors are granted shares and/or share rights as partial compensation. We compete with a wide variety of construction, engineering, heavy industrial and related firms worldwide to attract talented and experienced directors and we must be able to offer comparable forms of compensation. Shareholders have approved this form of compensation at the annual general meetings.

• Our Supervisory Board has not appointed a Vice-Chairman. Vice-Chairmen are a feature of a large board where members have a varied background and communication may be difficult. Our Supervisory Board is not large and consists of members experienced in our business. In addition, the Supervisory Board has established a Corporate Governance Committee (consisting of non-employee directors) which meets regularly, under the guidance of its chairman, to discuss any issues they choose.

• Our Supervisory Board has not proposed to amend the Articles of Association to change the vote required to override a binding nomination from two-thirds of the votes cast if such two-thirds constitutes more than one-half of the issued share capital of the Company, to an absolute majority. Our Supervisory Board believes that it is in the long-term interest of our shareholders to maintain the continuity of our independent Supervisory Board, which presently consists of eight independent directors and one employee director. Retaining the higher vote required to override a binding nomination will increase the likelihood that the Supervisory Board will continue to consist of a substantial number of independent directors.

• We have chosen not to include all aspects of our compliance with the Dutch Code as a non-voting discussion item at our annual shareholder meetings. We believe that our annual reports to shareholders contain and will continue to contain adequate and sufficient disclosure to shareholders concerning compliance with the Dutch Code. There is therefore in our view no need for further non-binding discussion of this item at shareholder meetings.

• The Dutch Code provides that Supervisory Board members may be elected for a maximum of three four-year terms. We do not believe in term limits for Supervisory Board members because we would be deprived of the service of directors who have developed, through valuable experience over time, an increasing insight into the Company, our operations, and our goals and strategies. Our Articles of Association do provide for mandatory retirement of Supervisory Board members on the day on which the annual meeting is held in the fiscal year following the year during which the member reaches the age of 72.

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We believe that diversity of Supervisory Board composition is important. The Supervisory Board consists of, and continues to look for, members who are diverse, whether in terms of independence, judgment, business experience and training, financial knowledge and experience, technical skills and knowledge of our core business, international backgrounds and experience across a range of industries, leadership background, education, or otherwise. All of these, as well as additional factors including gender, are taken into account when selecting Supervisory Board nominees as well as members of the board of the Managing Director. Our Supervisory Board now consists of approximately 25% women and 75% men. Our Managing Director is a corporation with a board consisting of no women. We do not believe that diversity should be achieved only through the use of rigid fixed numerical goals. Consistent with the above, with respect to the composition of the Supervisory Board and the board of the Managing Director we will continue to take Dutch legislation regarding diversity (including the Act on Management and Supervision (‘Wet Bestuur en Toezicht’)) into account at the moment of new appointments of new Supervisory Board members to fill vacancies (one of which was filled by a female in 2013) together with new members of the board of our Managing Director.

Control Environment

Our management is responsible for establishing and maintaining adequate internal controls over financial reporting. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and The Netherlands. Included in our system of internal control are written policies, an organizational structure providing division of responsibilities, the selection and training of qualified personnel and a program of financial and operations reviews by our professional staff of corporate auditors.

Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the underlying transactions, including the acquisition and disposition of assets; (ii) provide reasonable assurance that our assets are safeguarded and transactions are executed in accordance with management’s and our directors’ authorization and are recorded as necessary to permit preparation of our Financial Statements in accordance with generally accepted accounting principles; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our Financial Statements.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting. Our evaluation was based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (“COSO”).

Voting Rights

Each share entitles the holder thereof to one vote on each matter submitted to a vote at the Annual General Meeting of Shareholders (the “Annual Meeting”). The Annual Meeting will be held on Wednesday, May 6, 2015, for the following purposes:

1. To elect three members of our Supervisory Board to serve until the Annual Meeting of Shareholders in 2018. Our Supervisory Board recommends the election of Philip K. Asherman, L. Richard Flury and W. Craig Kissel to fill these positions;

2. To approve, by non-binding vote, the compensation of the Company’s named executive officers;

3. To authorize the preparation of our Dutch statutory annual accounts and the annual report of our Management Board in the English language, to discuss our annual report of the Management Board for the year ended December 31, 2014 and to adopt our Dutch statutory annual accounts for the year ended December 31, 2014;

4. To approve the final dividend for the year ended December 31, 2014 in an amount of $.28 per share, which has previously been paid out to shareholders in the form of interim dividends;

5. To discharge the sole member of our Management Board from liability in respect of the exercise of its duties during the year ended December 31, 2014;

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6. To discharge the members of our Supervisory Board from liability in respect of the exercise of their duties during the year ended December 31, 2014;

7. To appoint the U.S. firm Ernst & Young LLP, and the Dutch firm Ernst & Young Accountants LLP, as our independent registered public accounting firms, which will audit our accounts (SEC filings and statutory financial statements, respectively) for the year ending December 31, 2015;

8. To approve the extension of the authority of our Management Board, acting with the approval of our Supervisory Board, to repurchase up to 10% of our issued share capital until November 6, 2016 on the open market, through privately negotiated transactions or in one or more self tender offers for a price per share not less than the nominal value of a share and not higher than 110% of the most recent available (as of the time of repurchase) price of a share on any securities exchange where our shares are traded;

9. To approve the extension of the authority of our Supervisory Board to issue shares and/or grant rights to acquire our shares (including options to subscribe for shares), never to exceed the number of authorized but unissued shares, and to limit or exclude the preemptive rights of shareholders with respect to the issuance of shares and/or the grant of rights to acquire shares, until May 6, 2020;

10. To approve the Amended and Restated Chicago Bridge & Iron Company Incentive Compensation Program; 11. To discuss our dividend policy.

Each share entitles the holder thereof to one vote on each matter submitted to a vote at the Annual Meeting. All shares represented by proxies duly executed and received by us within the time indicated on the accompanying proxy (the “Voter Deadline”) will be voted at the Annual Meeting in accordance with the terms of the proxies. If no choice is indicated on the proxy, the proxyholders will vote for the election of Messrs. Asherman, Flury and Kissel to our Supervisory Board and for all other proposals described in this report. If any other business is properly brought before the Annual Meeting under our Articles of Association or Dutch law, the proxies will be voted in accordance with the best judgment of the proxyholders. In general, only those items appearing on the agenda can be voted on at the Annual Meeting.

A shareholder may revoke a proxy by submitting a document revoking it prior to the Voter Deadline, by submitting a duly executed proxy bearing a later date prior to the Voter Deadline or by attending the Annual Meeting and voting in person (with regard to which the requirements below apply).

Only holders of record of the registered shares of our share capital, par value EUR 0.01 (the “common shares” or “shares”), outstanding at the close of business on March 12, 2015 are entitled to notice of and to vote at the Annual Meeting. Shareholders must give notice in writing to the Management Board of their intention to attend the Annual Meeting on or prior to April 29, 2015. Admittance of shareholders and acceptance of written voting proxies shall be governed by Dutch law.

Transactions Involving Directors Director Independence

The Supervisory Board believes that there should be a significant majority of independent directors on the Supervisory Board and generally no more than one director who is also an employee. An independent director means a member of the Supervisory Board who, in conformity with New York Stock Exchange (“NYSE”) listing standards and the criteria set forth in Exhibit A (“Exhibit A”) to our Corporate Governance Guidelines (which comply with and in some cases are stricter than NYSE listing standards) available through our website, www.cbi.com, is independent of management and free from any relationship with the Company or otherwise that, in the opinion of the Supervisory Board, would interfere with his or her exercise of independent judgment as a director. No director qualifies as independent unless the Supervisory Board affirmatively determines that the director has no material relationship with the Company (either directly or indirectly, such as an officer, director, partner or significant shareholder of an organization that has a material relationship with the Company), and discloses that determination and the basis for the determination in our annual proxy statement. As stated in Exhibit A, a director generally will be considered independent if he or she:

• has not been employed by us within the past 5 years;

• has not been affiliated with or employed by our present or former auditor within 5 years since the end of either the affiliation or the auditing relationship;

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• has not been part of an “interlocking directorate” in which one of our executive officers serves on the compensation committee of another company that concurrently employs or employed the director within the last 5 years;

• has not had an immediate family member (other than a family member employed in a non-officer position) in one of the categories listed above within the past 5 years;

• is not a paid advisor or consultant to us and receives no financial benefit from any entity as a result of advice or consulting services provided to us by such entity;

• is not an officer, director, partner or significant shareholder of any of our significant customers or suppliers, or any other entity having a material commercial, industrial, banking, legal or accounting relationship with us; and • is not an officer or director of a tax-exempt entity receiving more than 5% of its annual contributions from us. However, in making the determination as to independence, the Supervisory Board will broadly consider all relevant facts and circumstances in evaluating any relationships that exist between a director and the Company. Such determinations, in individual cases, may warrant exceptions to the above general guidelines. Based on these guidelines, the Supervisory Board has determined that the following members of the Supervisory Board do not have a relationship with us, and that each of Messrs. Bolch, Flury, Kissel, McVay, Miller, and Underwood and Mses. Fretz and Williams are independent under the standards described above. Mr. Asherman, our Chief Executive Officer, is not independent. The Supervisory Board has also determined that all members of the Supervisory Board, except Mr. Asherman, are “independent” as that term is defined by the Dutch Code.

Related Party Transaction

The Nominating Committee of the Supervisory Board is responsible for reviewing all transactions that might represent a conflict or potential conflict of interest on the part of shareholders who hold more than 10% of our shares, directors, officers and employees. The Nominating Committee will analyze such potential conflicts of interest in order to ensure compliance with the Company’s Code of Ethics and the Company’s Code of Conduct, and make recommendations to the Supervisory Board concerning the granting of waivers, if appropriate, under the Company’s Code of Ethics. Each director, officer and employee must make prompt and full disclosure of all potential conflicts of interest to the President and Chief Executive Officer, the Chief Financial Officer or the Chief Legal Officer of the Company or the Non-Executive Chairman (defined below) or the Chairman of the Audit Committee. A conflict of interest includes any shareholder who holds more than 10% of our shares, a director, officer or employee having a financial interest in any contract with us or in any organization doing business with us, or any such person receiving improper personal benefits or loans as a result of his or her position in the Company. On an annual basis, each member of the Supervisory Board and each executive officer is obligated to complete a Director and Officer Questionnaire, which requires disclosure of any transactions with the Company in which the member of the Supervisory Board or executive officer, or any member of his or her immediate family, has a direct or indirect material interest. These obligations are set forth in writing in our Code of Ethics and the Nominating Committee charter available through our website, www.cbi.com.

We have no reported conflicts of interest for board members under provision II.3.2 – II.3.4 of the Dutch Corporate Governance Code. There are no transactions between CB&I and entities holding at least ten percent of the shares of CB&I under provision III.6.4 of the Dutch Corporate Governance Code.

Nominations for Directors/Director Qualifications

The Nominating Committee of the Supervisory Board is also responsible for screening potential members of the Supervisory Board and recommending qualified candidates to the Supervisory Board for nomination. Although the Nominating Committee has not established any specific minimum qualifications to be met by a nominee to be a member of the Supervisory Board, it assesses a diverse number of specific factors such as independence, judgment, business experience, financial knowledge and expertise, technical skills and knowledge, knowledge of our core business, international background and experience and other particular skills to enable a Supervisory Board member to make a significant contribution to the Supervisory Board, the Company and our shareholders. Set forth in Appendix I to the Charter of the Nominating Committee (“Appendix I”), available through our website, www.cbi.com, are diverse and relevant criteria and characteristics and specific experience, qualifications, attributes and skills to be considered by the Nominating Committee in identifying nominees to be a member of the Supervisory Board, including:

• holding a position as a chief executive officer or chief operating officer or running a significant division of a public company;

• knowledge of our core business, including contracting, energy, building materials (steel) and chemicals; • knowledge of international business;

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• technological expertise;

• financial adeptness, liability/equity management and human relations skills; • outside interests;

• participation on other boards; • education;

• ability to serve for at least five years;

• compatibility with existing Supervisory Board, management and the Company corporate culture; and • independence, as defined in the standards set forth in our Corporate Governance Guidelines.

The Nominating Committee and the Supervisory Board prefer nominees who will contribute to a board that is diverse in terms of business training, experience across a range of industries, leadership, background and education. The Nominating Committee and the Supervisory Board consider how a specific nominee contributes to the diversity of the Supervisory Board by identifying a nominee’s experience and background and determining how such experience and background will complement the overall makeup of the Supervisory Board. The Nominating Committee identifies nominees through the use of third-party entities whose practice includes outside director searches and by conducting its own searches primarily based on personal knowledge and recommendations of other members of the Supervisory Board and our management. Nominees are evaluated by the Nominating Committee as a whole with reference to Appendix I. The Nominating Committee does not solicit director nominees but will consider and evaluate shareholder recommendations that meet the criteria set forth in Appendix I in the same manner as it evaluates other potential nominees.

Board Leadership Structure and Role in Risk Oversight

The Supervisory Board requires that the Chairman of the Supervisory Board be a non-executive. The Supervisory Board separates the roles of Chief Executive Officer and Chairman of the Supervisory Board in recognition of the differences between the two roles and the commitment required by each role. Separating these positions allows our Chief Executive Officer to focus on our day-to-day business, while allowing the non-executive Chairman of the Supervisory Board (the “Non-Executive Chairman”), as an independent leader, to lead the Supervisory Board in its fundamental role of providing advice to and independent oversight of management. The Supervisory Board recognizes both the time, effort and energy that the Chief Executive Officer is required to devote to his position in the current business environment, and the commitment required of the Non-Executive Chairman to properly fulfill his role. The Supervisory Board believes this structure is appropriate for the Company not only because of the size and composition of the Supervisory Board, the scope and complexity of the Company’s operations and the responsibilities of the Supervisory Board and management, but also as a demonstration of our commitment to good corporate governance.

While the Supervisory Board is ultimately responsible for risk oversight, four Supervisory Board committees assist the Supervisory Board in fulfilling its oversight responsibilities in certain areas of risk. The Supervisory Board exercises its risk oversight authority through various processes and procedures adopted by the Supervisory Board’s Audit Committee, Strategic Initiatives Committee, Corporate Governance Committee and Organization and Compensation Committee.

The Audit Committee assists the Supervisory Board in its involvement in the Company’s risk management process by providing oversight for the:

• integrity of the Company’s financial statements;

• Company’s compliance with legal and regulatory requirements;

• Company’s independent registered public accounting firm’s qualifications and independence;

• performance of the Company’s independent registered public accounting firm and our internal audit function; and • Company’s system of disclosure and internal controls regarding finance, accounting, legal compliance and ethics. The Strategic Initiatives Committee, chaired by the Non-Executive Chairman, participates in and, in certain instances, oversees significant core activities of the Company. The Strategic Initiatives Committee deals directly with risk-related issues facing the Company when and as the Committee carries out its duties to:

• review and approve on behalf of the Supervisory Board contracts, purchase orders, subcontracts and change orders in the ordinary course of business whose price exceeds the approval authority of the Chief Executive Officer; • review and make recommendations to the Supervisory Board with respect to matters brought to its attention by the

Chief Executive Officer in the ordinary course of business that exceed his approval authority under the authority matrix adopted by the Supervisory Board; and

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• review and discuss matters brought to its attention by the Chief Executive Officer that the Strategic Initiatives Committee finds appropriate.

The Corporate Governance Committee participates in identifying and participating in the management of risk factors facing the Company through its responsibility to the Supervisory Board to:

• provide perspective on economic, business and technology trends and events that could cause the Company to change the allocation of resources among its existing businesses or to enter new business, and to review the business planning process of the Company;

• review various policies and practices of management in the areas of corporate governance; • establish and review corporate goals and objectives;

• consider the overall relationship of Supervisory Board members and the Company’s management; and

• develop, review and recommend to the Supervisory Board a set of corporate governance guidelines applicable to the Company.

The Organization and Compensation Committee undertakes risk oversight of the Company’s compensation programs through its responsibility to the Supervisory Board to:

• establish and review the Company’s overall compensation philosophy, strategy and guidelines so that the design of the Company’s compensation programs does not encourage excessive risk taking;

• establish and review annual incentive and long-term incentive compensation plans so that they do not create risks reasonably likely to have a material adverse effect on the Company; and

• establish and review corporate goals and objectives supported by the Company’s compensation programs so that rewards are aligned with the interests of shareholders.

Based on information and reports received by the Supervisory Board from these committees and from regular or special Supervisory Board meetings, appropriate guidance and involvement can be directed to areas which may expose the Company to risks in operation, legal compliance, financial reporting and other aspects of the business of the Company. The Non-Executive Chairman works with the Chief Non-Executive Officer during the strategic planning process to ensure that management strategies, plans and performance metrics are communicated to the Supervisory Board and that concerns of the Supervisory Board are addressed in the development of these plans and attends and participates in quarterly management reviews of the performance of the Company. Finally, the Non-Executive Chairman attends and participates in quarterly management meetings in which, as part of the review of the Company’s overall performance, various risk issues are identified and addressed.

Committees of the Supervisory Board

The Supervisory Board has five standing committees to assist the Supervisory Board in the execution of its responsibilities. These committees are the Audit Committee, the Organization and Compensation Committee, the Nominating Committee, the Corporate Governance Committee, and the Strategic Initiatives Committee. Each committee is composed of a minimum of three members of the Supervisory Board (except the Corporate Governance Committee, which consists of all non-management members of the Supervisory Board) who satisfy the independence requirements required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the rules adopted thereunder, the listing standards of the NYSE in effect from time to time and the Dutch Corporate Governance Code. Each committee functions under a charter adopted by the Supervisory Board that can be accessed through our website, www.cbi.com, and is available in print to any shareholder who requests it.

Audit Committee

The current members of the Audit Committee are Mr. Underwood (Chairman) and Messrs. McVay and Miller and Mses. Fretz and Williams. The Supervisory Board has determined that Ms. Fretz, Mr. McVay, Mr. Miller, Mr. Underwood and Ms. Williams are each independent as defined in the Exchange Act and under the NYSE Listed Company Manual and Mr. Underwood and Mses. Fretz and Williams meet the definition of “audit committee financial expert,” as such term is defined under the rules of the SEC, and the definition of “financial expert” as defined by the Dutch Corporate Governance Code. The Supervisory Board has also determined that Mses. Fretz and Williams and Messrs. McVay, Underwood and Miller possess the necessary level of financial literacy required to enable them to serve effectively as Audit Committee members. We maintain an Internal Audit Department to provide the Audit Committee and management with ongoing assessments of our system of internal controls. Representatives of our independent registered public accounting firm participated in Audit

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Committee meetings, including periodic executive sessions independent of management, to discuss auditing and financial reporting matters.

The Audit Committee met seven times during 2014. Its primary duties and responsibilities include assisting the Supervisory Board in overseeing:

• the integrity of our financial statements;

• our compliance with legal and regulatory requirements;

• our independent registered public accounting firm’s qualifications and independence;

• the performance of our independent registered public accounting firm and our internal audit function; and • our system of disclosure and internal controls regarding finance, accounting, legal compliance and ethics.

The Audit Committee has adopted policies and procedures for pre-approving all audit and permissible non-audit services performed by our independent registered public accounting firm. Under these policies, the Audit Committee pre-approves the use of audit and audit-related services in connection with the approval of the independent registered public accounting firm’s audit plan. All services detailed in the audit plan are considered pre-approved. The Audit Committee monitors the audit services engagement as necessary, but no less often than quarterly. It approves any changes in terms, conditions and fees resulting in changes in audit scope, Company structure or other items. Other audit services and non-audit services are pre-approved at the Audit Committee’s quarterly meetings. For interim pre-approval of audit and non-audit services, requests and applications are submitted to the Chief Financial Officer, who has been so designated by the Audit Committee for this purpose. The Chief Financial Officer may approve services that are consistent with the permissible services specifically pre-approved by the Audit Committee. Where the services are not specified by the pre-approval policy and the Chief Financial Officer approves the request or application, it is submitted to the Audit Committee Chairman, or appropriate designated member of the Audit Committee, for pre-approval. All such audit and non-audit services and fees are monitored by the Audit Committee at its quarterly meeting.

The Audit Committee has established a toll-free number whereby interested parties may report concerns or issues regarding our accounting or auditing practices to the Audit Committee.

Report of the Audit Committee of the Supervisory Board

The following is the report of the Audit Committee of the Supervisory Board with respect to our audited financial statements for the year ended December 31, 2014.

The Supervisory Board has adopted a written charter for the Audit Committee.

We have reviewed and discussed with management the Company’s audited financial statements as of and for the year ended December 31, 2014.

We have discussed with the Company’s independent registered public accounting firm the matters required to be discussed under Auditing Standard No. 16, Communications with Audit Committees, as adopted by the U.S. Public Company Accounting Oversight Board (“PCAOB”) and with the Company’s external auditor in the Netherlands the matters required to be discussed under the Dutch corporate governance code.

We have received and reviewed the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the Company’s independent registered public accounting firm’s communications with the Audit Committee concerning independence, and have discussed with them their independence. The Audit Committee has also reviewed the non-audit services provided by the Company’s independent registered public accounting firm as described above and considered whether the provision of those services was compatible with maintaining the Company’s independent registered public accounting firm’s independence.

Based on the reviews and discussions referred to above, we recommended to the Supervisory Board that the audited financial statements referred to above be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 for filing with the SEC and to approve the Company’s statutory financial statements for the year ended December 31, 2014.

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Organization and Compensation Committee

The current members of the Organization and Compensation Committee are Mr. Kissel (Chairman), Messrs. Bolch and Underwood and Ms. Fretz. The Supervisory Board has determined that Messrs. Kissel, Bolch and Underwood and Ms. Fretz are each independent as defined in the Exchange Act and under the NYSE Listed Company Manual. The Organization and Compensation Committee met four times in 2014. Its primary duties and responsibilities include the following:

• establishment of compensation philosophy, strategy and guidelines for our executive officers and senior management, including review of compensation programs for excessive risk;

• administration of our long-term and short-term incentive plans;

• evaluation and approval of corporate goals and objectives relevant to the Chief Executive Officer’s and named executive officers’ compensation, evaluation of the Chief Executive Officer’s and the named executive officers’ performance in light of those goals and objectives and setting the Chief Executive Officer’s and the named executive officers’ compensation level based on this evaluation;

• preparation of the Organization and Compensation Committee report on executive compensation to be included in the proxy statement; and

• review succession management programs and practices for our senior management (including our Chief Executive Officer and his executive officer direct reports).

No member of the Organization and Compensation Committee was, during fiscal year 2014, an officer or employee of the Company or any of our subsidiaries, was formerly an officer of the Company or any of our subsidiaries or had any relationships requiring disclosure by us under Item 404 of Regulation S-K promulgated under the Exchange Act.

During fiscal year 2014, none of our executive officers served as (i) a member of the compensation committee (or other board committee performing equivalent functions) of another entity, one of whose executive officers served on the Organization and Compensation Committee, (ii) a director of another entity, one of whose executive officers served on the Organization and Compensation Committee or (iii) a member of the compensation committee (or other board committee performing equivalent functions) of another entity, one of whose executive officers served as a director of the Company. In considering the executive compensation recommendations of management and determining the compensation of the Chief Executive Officer and those officers reporting directly to him for 2014, the Organization and Compensation Committee received advice and recommendations from Pearl Meyer & Partners ("PM&P"). At the Committee’s request, PM&P evaluated the Company’s compensation practices and assisted in developing and implementing its executive compensation program consistent with its stated compensation philosophy. PM&P regularly reviewed the Company’s total compensation pay levels and design practices and offered their comments on comparator companies, benchmarks and how the Company’s compensation programs are actually succeeding in meeting the Company’s business objectives. PM&P made recommendations to the Committee at its request, independently of management, on executive compensation generally and on the individual compensation of executive officers. PM&P representatives participated in selected Committee meetings, including executive sessions independent of management, to discuss executive compensation matters.

The Organization and Compensation Committee has analyzed whether the work of PM&P as a compensation consultant has raised any conflicts of interest, taking into consideration, among other things, the following factors: (i) the provision of other services to the Company by PM&P; (ii) the amount of fees from the Company paid to PM&P as a percentage of PM&P's total net turnover; (iii) the policies and procedures of PM&P that are designed to prevent conflicts of interest; (iv) any business or personal relationship of the individual compensation advisors who serve the Organization and Compensation Committee with any member of the Organization and Compensation Committee; (v) any stock of the Company owned by such individual compensation advisors, and (vi) any business or personal relationship of PM&P or the individual compensation advisors employed by PM&P who serve the Organization and Compensation Committee with an executive officer of the Company. The Committee has determined, based on its analysis in light of the factors listed above, that the work of PM&P and the individual compensation advisors employed by PM&P as compensation consultants to the Company has not created any conflicts of interest.

Nominating Committee

The current members of the Nominating Committee are Ms. Williams (Chairman) and Messrs. Bolch, Flury and Kissel. The Supervisory Board has determined that Ms. Williams and Messrs. Bolch, Flury and Kissel are each independent as defined in the Exchange Act and under the NYSE Listed Company Manual. The Nominating Committee met two times during 2014. Its primary duties and responsibilities include the following:

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• identification, review, recommendation and assessment of nominees for election as members of the Supervisory Board and the Management Board;

• recommendation to the Supervisory Board regarding size, composition, proportion of inside directors and creation of new positions of the Supervisory Board;

• recommendation of the structure and composition of, and nominees for, the standing committees of the Supervisory Board;

• recommendation of fees to be paid to non-employee members of the Supervisory Board; and

• review of conflicts or potential conflicts of interest to ensure compliance with our Code of Ethics and our Code of Conduct and making recommendations to the Supervisory Board concerning the granting of waivers.

Under our Articles of Association, any decisions on compensation of members of our Supervisory Board are made by our general meeting of shareholders. If any changes need to be made to the compensation of members of our Supervisory Board, the Nominating Committee makes recommendations to the Supervisory Board on compensation for the members of the Supervisory Board. The Supervisory Board would then approve or modify those recommendations and propose them to the shareholders at a general meeting. In making a recommendation, the Nominating Committee receives advice and recommendations from PM&P, which serves as its director compensation consultants. PM&P evaluates our compensation practices and assists in developing our director compensation program. They review compensation for the members of the Supervisory Board annually; however, changes to director compensation might not be made every year. PM&P representatives are present at selected Nominating Committee meetings to discuss compensation of the members of the Supervisory Board.

Corporate Governance Committee

The current members of the Corporate Governance Committee are Messrs. McVay (Chairman), Bolch, Flury, Kissel, Miller and Underwood and Mses. Fretz and Williams. The Corporate Governance Committee met four times during 2014. Its primary duties and responsibilities include the following:

• evaluation of the performance of the Supervisory Board and management;

• review of policies and practices of management in the areas of corporate governance and corporate responsibility; • recommendation to the Supervisory Board of policies and practices regarding the operation and performance of the

Supervisory Board; and

• development, review and recommendation to the Supervisory Board of a set of corporate governance guidelines. The Corporate Governance Committee provides an opportunity for the non-management members of the Supervisory Board to meet in regularly scheduled executive sessions for open discussion without management. The Chairman of the Corporate Governance Committee, Larry McVay, presides at these meetings. We have established a toll-free number, whereby interested parties, including shareholders, may contact non-management directors. Calls to this number for non-management directors will be relayed directly to the Chairman of the Audit Committee who will forward it to the appropriate member.

Strategic Initiatives Committee

The current members of the Strategic Initiatives Committee are Messrs. Flury (Chairman), McVay and Miller. The Strategic Initiatives Committee met four times during 2014. Its primary duties and responsibilities include the following:

• provide a detailed review of actions regarding the approval authority granted by the Supervisory Board to the Chief Executive Officer; and

• review and recommend to the Supervisory Board other matters exceeding the authority granted by the Supervisory Board to the Chief Executive Officer.

Information Regarding Meetings

The Supervisory Board held four meetings in 2014. Each of the members of the Supervisory Board attended at least 75% of the meetings of the Supervisory Board and of each committee of which he or she was a member. We expect that each member of the Supervisory Board will attend the Annual Meeting. Last year, each of the members of the Supervisory Board attended the Annual Meeting.

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Election of Three Members of the Supervisory Board to Serve Until 2018:

The business and general affairs of the Company and the conduct of the business of the Company by the Management Board are supervised by the Supervisory Board, the members of which are appointed by the general meeting of shareholders. Under the law of The Netherlands, a member of the Supervisory Board cannot be a member of the Management Board of the Company. Our Articles of Association provide for at least six and no more than 12 members to serve on the Supervisory Board.

Members of the Supervisory Board are generally elected to serve three-year terms, with approximately one-third of such members’ terms expiring each year and two-thirds of such members’ terms expiring each two years. The terms of the members of the Supervisory Board expire at the general meeting of shareholders held in the third year following their election, but members of the Supervisory Board whose terms of office expire may be re-elected. The Supervisory Board has determined that the number of members of the Supervisory Board will be nine. The term of three members of the Supervisory Board will expire at the date of the Annual Meeting. The term of office of a member of the Supervisory Board expires automatically on the date of the annual general meeting of shareholders in the year following the year during which the director attains the age of 72.

As permitted under Dutch law and our Articles of Association, the Supervisory Board is authorized to make binding nominations of two candidates for each open position on the Supervisory Board, with the candidate receiving the greater number of votes being elected. The binding nature of the Supervisory Board’s nomination may be overridden by a vote of two-thirds of the votes cast at the meeting if such two-thirds vote constitutes more than one-half of the issued share capital of the Company. In that case, shareholders would be free to cast their votes for persons other than those nominated below. In conjunction with the normal expiration of the three-year terms of members of our Supervisory Board, three members of the Supervisory Board to be elected will serve until the general meeting of shareholders in 2018. The Supervisory Board has proposed the election of Mr. Philip K. Asherman and Luciano Reyes for the first of these open director positions, Mr. L. Richard Flury and Westley S. Stockton for the second of these open director positions and W. Craig Kissel and Stephen H. Dimlich, Jr. for the third of these open director positions.

Based on the guidelines set forth above, the Supervisory Board has determined that neither Mr. Flury nor Mr. Kissel has a material relationship with us and, if elected, each would be considered an independent member of the Supervisory Board applying the criteria outlined under the heading Director Independence. Luciano Reyes, Westley S. Stockton and Stephen H. Dimlich, Jr. were recommended by the Chief Executive Officer, are presently our employees and, if elected, would not be considered independent members of the Supervisory Board.

The Supervisory Board is recommending the re-election of Messrs. Asherman, Flury and Kissel to the Supervisory Board on the basis of their extensive professional and financial knowledge and experience, particularly their knowledge of and experience with the Company and its business gained by them in connection with the outstanding services they have provided to the Company to date as members of the Supervisory Board.

The Following Nominations are Made for a Three-Year Term Expiring in 2018:

First Position

First Nominee

Philip K. Asherman, 64, has served as President and Chief Executive Officer and a member of the Supervisory Board since

2006. He joined CB&I in 2001 as a senior executive and was promoted to Executive Vice President that same year, reporting directly to the Chairman and Chief Executive Officer. He has more than 30 years of experience in the engineering and construction industry. Mr. Asherman serves on the Board of Directors of Arrow Electronics and the National Safety Council. Specifically, he serves as a member of the Supervisory Board because of his service as chief executive officer of a public company, knowledge of the Company’s core business, knowledge of international business, human relations skills, experience of having served on the Supervisory Board, ability to serve on the Supervisory Board for five years, and compatibility with existing Supervisory Board members, management and the Company's corporate culture.

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