1. To elect one member of the Supervisory Board to fill a new position and serve until the Annual Meeting of Shareholders in 2014. The Supervisory Board recommends the election of James R. Bolch to fill this position; 2. To elect three members of the Supervisory Board to serve until the Annual Meeting of Shareholders in 2015. The Supervisory Board recommends the election of Philip K. Asherman, L. Richard Flury and W. Craig Kissel to fill these positions; 3. To approve, by non-binding vote, the compensation of the Company’s named executive officers; 4. To recommend, by non-binding vote, the frequency of the advisory vote on the compensation of the Company’s named executive officers; 5. To authorize the preparation of our Dutch statutory annual accounts and the annual report of our Management Board in the English language, and to adopt our Dutch statutory annual accounts for the year ended December 31, 2011; 6. To approve the final dividend for the year ended December 31, 2011 in an amount of $0.20 per share, which has previously been paid out to shareholders in the form of interim dividends; 7. 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, 2011; 8. To discharge the members of our Supervisory Board from liability in respect of the exercise of their duties during the year ended December 31, 2011; 9. To appoint Ernst & Young LLP as our independent registered public accounting firm, who will audit our accounts for the year ending December 31, 2012; 10. To approve the extension of the authority of our Management Board, acting with the approval of the Supervisory Board, to repurchase up to 10% of our issued share capital until November 2, 2013 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; 11. 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 the right to acquire shares, until May 2, 2017; 12. To amend the Chicago Bridge & Iron 2008 Long-Term Incentive Plan; and 13. To approve the compensation of the members of the Supervisory Board. |