Proposed Settlement of $10.5 million in cash and the implementation of certain corporate governance provisions

To: All persons who purchased securities of Chicago Bridge & Iron Co. N.V. ("CB&I") between March 9, 2005 to February 3, 2006, inclusive, and were damaged thereby.

Please read this information carefully. If you are a Settlement Class Member (as defined below), your rights will be affected by these proceedings and you may be entitled to receive benefits under a proposed settlement.

Securities Brokers and other Nominees: Please see instructions at the bottom of this page.

IMPORTANT DATES & DEADLINES
Settlement Hearing: June 3, 2008 at 3:00 p.m.
Proof of Claim Deadline: Postmarked and mailed no later than June 26, 2008
Objections Deadline: Filed and Served on or before May 8, 2008
Exclusion Deadline: Postmarked and mailed no later than May 8, 2008

Further Information:

Further information regarding this Action and Notice may be obtained from Plaintiffs' Co-Lead Counsel:

Robert M. Roseman, Esq.
Spector Roseman & Kodroff, P.C.
1818 Market Street, Suite 2500
Philadelphia, Pennsylvania 19103

Mark S. Willis, Esq.
Cohen, Milstein, Hausfeld & Toll, P.L.L.C.
1100 New York Avenue, N.W.
Suite 500, West Tower
Washington, D.C. 20005

Barry A. Weprin, Esq.
Milberg Weiss LLP
One Pennsylvania Plaza
New York, New York 10119-0165.

Settlement Fairness Hearing

The Court will hold a Settlement Fairness Hearing at 3:00 p.m. on Tuesday, June 3, 2008, at the United States District Court for the Southern District of New York, Daniel Patrick Moynihan United States Courthouse, 500 Pearl Street, New York, NY to determine whether the proposed settlement is fair, reasonable and adequate, and also to consider the proposed Plan of Allocation for the proceeds of the Settlement and the application of Plaintiffs' Co-Lead Counsel for attorneys' fees and reimbursement of expenses.

Lead Plaintiffs' Allegations

Lead Plaintiffs allege, among other things, that Defendants issued materially false and misleading press releases and other statements regarding the state of CB&I's business operations and the risks to its financial condition during the Settlement Class Period - March 9, 2005 through and including February 3, 2006 - in a scheme to artificially inflate the value of CB&I's securities. Lead Plaintiffs also allege that the Settlement Class Representatives and other Settlement Class Members purchased the common stock of CB&I during the Settlement Class Period at prices artificially inflated as a result of the Defendants' dissemination of materially false and misleading statements regarding CB&I in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5 promulgated thereunder and that named CB&I executives sold their personally held shares of CB&I common stock at inflated prices during that time.

Terms of the Settlement

In full and complete settlement of the claims that have or could have been asserted in the Action, and subject to the terms and conditions of the Stipulation and Agreement of Settlement, Defendants have paid into a Settlement Fund of $10.5 million, plus interest.

CB&I also agreed to implement the following corporate governance measures to last no fewer than five (5) years: (i) all stock sales by any of CB&I's Directors, or by CB&I's Chief Executive Officer, Chief Financial Officer and Chief Operating Officer, of shares of their personal holdings in CB&I stock will be approved in advance of such sales by CB&I's General Counsel; and (ii) at least one of the Directors on CB&I's Supervisory Board shall possess an accounting background or related financial management expertise, which includes knowledge and experience sufficient to evaluate CB&I's compliance with Generally Accepted Accounting Principles ("GAAP") and Generally Accepted Auditing Standards ("GAAS").

The Rights of the Settlement Class Members

If you are a Settlement Class Member, you have the following options:

  • If you wish to remain a member of the Class, you may share in the proceeds of the Settlement, provided that you submit an acceptable Proof of Claim by following the instructions in the Notice. (See Notice, Question 10) If you submit a valid Proof of Claim form, you WILL be bound by this Settlement and you WILL be entitled to a share of the Settlement Fund. In order to be eligible to receive any distribution from the Settlement Fund, you must send a properly executed Proof of Claim by first class mail postmarked no later than June 26, 2008 to the Claims Administrator.

  • If you do not wish to remain a member of the Class, you may exclude yourself from the Class by following the instructions in the Notice. (See Notice, Question 13) Persons or entities who exclude themselves from the Class will NOT be bound by this Settlement, but will NOT receive any share of the Settlement Fund. If you are a Settlement Class Member and you do not properly exclude yourself from the Class, you will be bound by the Settlement and the Order and Final Judgment of the Court, even if you do not submit a Proof of Claim. To exclude yourself from the Settlement Class, you must send a signed letter by mail to the Claims Administrator postmarked no later than May 8, 2008.

  • If you object to the Settlement or to Plaintiffs' Co-Lead Counsel's application for fees and expenses, but do not exclude yourself from the Class, you may present your objections under the procedures described in the Notice. (See Notice, Question 18) To object, you must submit a signed letter which must be filed with the Court and served on Counsel on or before May 8, 2008.

Claims Submission and Settlement Administration

The Claims Administrator will notify in writing all Settlement Class Members whose Proofs of Claim they propose to reject, in whole or in part, setting forth the reasons for the proposed rejection.

Any Settlement Class Member who does not submit a timely and valid Proof of Claim will not be entitled to receive proceeds from the Net Settlement Fund, but WILL be bound by the terms of the Stipulation and Agreement of Settlement, including the covenants and releases barring any action against the Release Parties concerning the Settled Claims unless you filed a timely exclusion.

All inquiries concerning the Notice or the Proof of Claim form by Settlement Class Members should be made to the Claims Administrator in writing and not to the Court.

Special Notice to Securities Brokers and Other Nominees

If you purchased securities of Chicago Bridge & Iron Co. N.V. between March 9, 2005 to February 3, 2006, inclusive, for the beneficial interest of a person or organization other than yourself, the Court has directed that, WITHIN SEVEN (7) DAYS OF YOUR RECEIPT OF THE NOTICE, you either:

(a) Provide to the Claims Administrator the name and last known address of each person or organization for whom or which you purchased CB&I securities during such time period, or

(b) Request additional copies of the Notice and the Proof of Claim form, which will be provided to you free of charge, and within seven (7) days mail the Notice and Proof of Claim form directly to the beneficial owners of those CB&I securities.

If you choose to follow alternative procedure (b), the Court has directed that, upon such mailing, you send a statement to the Claims Administrator confirming that the mailing was made as directed.

You are entitled to reimbursement from the Settlement Fund of your reasonable expenses actually incurred in connection with the foregoing, including reimbursement of postage expense and the cost of ascertaining the names and addresses of beneficial owners. Those expenses will be paid upon request and submission of appropriate supporting documentation. All communications concerning the foregoing should be addressed to the Claims Administrator:

Claims Administrator

Chicago Bridge & Iron Co. Securities Litigation Settlement
c/o Complete Claim Solutions, LLC
Claims Administrator
P.O. Box 24789
West Palm Beach, FL 33416

If you would like to speak with the Claims Administrator's Office, please call toll-free: (877) 567-4298

Claims Administrator
Chicago Bridge & Iron Co. Securities Litigation Settlement
c/o Complete Claim Solutions, LLC
Claims Administrator
P.O. Box 24789
West Palm Beach, FL 33416
info@chicagobridgesecuritiessettlement.com

If you would like to speak with the Claims Administrator's Office, please call toll-free: (877) 567-4298
INFORMATION
FAQs
Notice of Pendency of Class Action and Proposed Settlement, Motion for Attorneys' Fees and Settlement Fairness Hearing
Proof of Claim and Release
Preliminary Order for Notice and Hearing in Connection with Settlement Proceedings
Stipulation and Agreement of Settlement
Broker Template Link

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