FWLT / Foster Wheeler Ag - Документы SEC, Годовой отчет, Доверенное заявление

FWLT / Foster Wheeler Ag / VANGUARD GROUP INC Passive Investment

fosterwheelerag.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1 )* Name of issuer: Foster Wheeler AG Title of Class of Securities: Common Stock CUSIP Number: H27178104 Date of Event Which Requires Filing of this Statement: December 31, 2014 Check the appropriate box to

WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-31305 FOSTER WHEELER AG (Exact name of registrant as specified in its cha

FWLT / Foster Wheeler Ag DEF 14A - - DEF 14A

DEF 14A 1 a2222555zdef14a.htm DEF 14A Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS 2 TABLE OF CONTENTS 3 TABLE OF CONTENTS 4 TABLE OF CONTENTS 5 TABLE OF CONTENTS 6 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No

September 30, 2014

EX-10.1 2 a14-255522ex10d1.htm EX-10.1 Exhibit 10.1 Fusionsvertrag | Merger Agreement (der Fusionsvertrag | the Merger Agreement) vom 8. Dezember 2014 | dated as of December 8, 2014 zwischen | among A-FW International Investments GmbH, c/o Foster Wheeler AG, Lindenstrasse 10, 6340 Baar, Schweiz | Switzerland (die Übernehmende Gesellschaft) (the Receiving Company) und | and Foster Wheeler AG, Linde

Initiation of Squeeze-Out of Foster Wheeler AG

EX-99.1 3 a14-255522ex99d1.htm EX-99.1 Exhibit 99.1 Initiation of Squeeze-Out of Foster Wheeler AG Amec Foster Wheeler announces that it has, through its wholly owned subsidiaries AMEC International Investments BV and A-FW International Investments GmbH, entered into a merger agreement with Foster Wheeler AG (“Foster Wheeler”) to acquire the remaining outstanding share capital of Foster Wheeler no

Initiation of Squeeze-Out of Foster Wheeler AG

Exhibit 99.1 Initiation of Squeeze-Out of Foster Wheeler AG Amec Foster Wheeler announces that it has, through its wholly owned subsidiaries AMEC International Investments BV and A-FW International Investments GmbH, entered into a merger agreement with Foster Wheeler AG (“Foster Wheeler”) to acquire the remaining outstanding share capital of Foster Wheeler not currently owned by Amec Foster Wheele

FWLT / Foster Wheeler Ag 425 - Merger Prospectus - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): December 8, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Number

September 30, 2014

Exhibit 10.1 Fusionsvertrag | Merger Agreement (der Fusionsvertrag | the Merger Agreement) vom 8. Dezember 2014 | dated as of December 8, 2014 zwischen | among A-FW International Investments GmbH, c/o Foster Wheeler AG, Lindenstrasse 10, 6340 Baar, Schweiz | Switzerland (die Übernehmende Gesellschaft) (the Receiving Company) und | and Foster Wheeler AG, Lindenstrasse 10, 6340 Baar, Schweiz | Switz

AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - 425

Filed by Amec Foster Wheeler plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Registration Number: 333-199116 Date: December 9, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): December 8, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Number

AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - 425

Filed by Amec Foster Wheeler plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Registration Number: 333-199116 Date: December 8, 2014 The following is a press release issued by Amec Foster Wheeler plc on December 8, 2014 announcing the terms of a squeeze-out merger to acquire the remaining outstanding share capita

FWLT / Foster Wheeler Ag PRE 14A - - PRE 14A

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS 2 TABLE OF CONTENTS 3 TABLE OF CONTENTS 4 TABLE OF CONTENTS 5 TABLE OF CONTENTS 6 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

FINAL PRORATION RESULTS ANNOUNCED FOR FOSTER WHEELER EXCHANGE OFFER

Exhibit 99.1 For Immediate Release FINAL PRORATION RESULTS ANNOUNCED FOR FOSTER WHEELER EXCHANGE OFFER London, United Kingdom (21 November 2014) – Amec Foster Wheeler plc (formerly AMEC plc) (LSE and NYSE: AMFW) (“Amec Foster Wheeler”) and AMEC International Investments BV, Amec Foster Wheeler’s directly wholly-owned subsidiary, are pleased to announce the final allocation of consideration for the

FWLT / Foster Wheeler Ag 25 - - FORM 25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-31305 Issuer: FOSTER WHEELER AG Exchange: NASDAQ Stock Market LLC (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registe

Changes in Control of Registrant, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 21, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

AMFW / Amec Foster Wheeler Plc SC TO-T/A - - SC TO-T/A

SC TO-T/A 1 a14-227812sctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 8 to Schedule TO Tender Offer Statement under Section 14(d)(1) Or 13(e)(1) of The Securities Exchange Act of 1934 FOSTER WHEELER AG (Name of Subject Company (Issuer)) AMEC INTERNATIONAL INVESTMENTS BV Amec Foster Wheeler plc (formerly AMEC plc) (Name of Filing Persons (O

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Termination of a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 13, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 8 Schedule TO Tender Offer Statement under Section 14(d)(1) Or 13(e)(1) of The Securities Exchange Act of 1934 FOSTER WHEELER AG (Name of Subject Company (Issuer))

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 8 to Schedule TO Tender Offer Statement under Section 14(d)(1) Or 13(e)(1) of The Securities Exchange Act of 1934 FOSTER WHEELER AG (Name of Subject Company (Issuer)) AMEC INTERNATIONAL INVESTMENTS BV Amec Foster Wheeler plc (formerly AMEC plc) (Name of Filing Persons (Offerors)) Registered shares, par value CHF3

FWLT / Foster Wheeler Ag S-8 POS - - FORM S-8 POS

S-8 POS 1 v394258s-8pos.htm FORM S-8 POS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (NO. 333-188443) POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 (NO. 33-34694) POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 (NO. 333-134592) POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 (NO. 333-129815) REGISTRATION STATEMENT UNDER THE SECURITIES ACT 1

Foster Wheeler AG Omnibus Incentive Plan Amended and Restated Effective as of November 13, 2014 Applicable to replacement Awards granted by AMEC plc on November 13, 2014 Table of Contents

EX-10.1 2 v393901ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Foster Wheeler AG Omnibus Incentive Plan Amended and Restated Effective as of November 13, 2014 Applicable to replacement Awards granted by AMEC plc on November 13, 2014 Table of Contents Contents Page Article 1. Establishment, Purpose, and Duration 1 Article 2. Definitions 2 Article 3. Administration 7 Article 4. Shares Subject to This Plan an

13 November 2014

EX-99.1 4 v393901ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 13 November 2014 AMEC Successfully Completes Offer for Foster Wheeler AMEC plc (“AMEC”) and AMEC International Investments BV, AMEC’s direct wholly-owned subsidiary, are pleased to announce today that the offer (the “Offer”) to purchase all of the issued and to be issued registered shares (the “Foster Wheeler shares”) of Foster Wheeler AG (“Fos

FWLT / Foster Wheeler Ag S-8 POS - - FORM S-8 POS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (NO. 333-188443) POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 (NO. 33-34694) POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 (NO. 333-134592) POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 (NO. 333-129815) REGISTRATION STATEMENT UNDER THE SECURITIES ACT 1933 FOSTER WHEELER AG (Exact Name of Regi

Media release

EX-99.2 5 v393901ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Media release Date: 13 November 2014 Amec Foster Wheeler - a new force in global engineering, project delivery, asset support, power equipment and consultancy is unveiled and leadership team confirmed · 2013 annualised scope revenue of £5.5 billion (1) and order book of £6.3 billion(2) · Combined, highly skilled workforce of over 40,000 people

FWLT / Foster Wheeler Ag S-8 POS - - FORM S-8 POS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (NO. 333-188443) POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 (NO. 33-34694) POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 (NO. 333-134592) POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 (NO. 333-129815) REGISTRATION STATEMENT UNDER THE SECURITIES ACT 1933 FOSTER WHEELER AG (Exact Name of Regi

AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - 425

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Registration Number: 333-199116 Date: November 13, 2014 The following is a press release issued by AMEC announcing the completion of the Offer on November 13, 2014: 13 November 2014 AMEC Successfully Completes Offer for Foster Wheeler AMEC plc (“AMEC”) and AMEC International Investments BV, AMEC’s direct wholly-owned subsidiary, are pleased to announce today that the offer (the “Offer”) to purchase all of the issued and to be issued registered shares (the “Foster Wheeler shares”) of Foster Wheeler AG (“Foster Wheeler”) has been successfully completed.

November 13, 2014

EX-16.1 3 v393901ex16-1.htm EXHIBIT 16.1 Exhibit 16.1 November 13, 2014 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Foster Wheeler AG, which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 4.01 of Form 8-K, as part of the Form 8-K of Foster Wheeler AG dated November 13, 2014.

FWLT / Foster Wheeler Ag SC 14D9/A - - SC 14D9/A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3) Foster Wheeler AG (Name of Subject Company) Foster Wheeler AG (Name of Person Filing Statement) Registered Shares, par value CHF 3 per share (Title of Class of Se

AMFW / Amec Foster Wheeler Plc SC TO-T/A - - SC TO-T/A

SC TO-T/A 1 a14-227812sctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 7 to Schedule TO Tender Offer Statement under Section 14(d)(1) Or 13(e)(1) of The Securities Exchange Act of 1934 FOSTER WHEELER AG (Name of Subject Company (Issuer)) AMEC INTERNATIONAL INVESTMENTS BV AMEC plc (Name of Filing Persons (Offerors)) Registered shares, par va

AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - 425

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Registration Number: 333-199116 Date: November 10, 2014 The following is a press release issued by AMEC announcing the publication of the supplementary prospectus and was posted to the Investor section of AMEC’s website, www.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 7 Schedule TO Tender Offer Statement under Section 14(d)(1) Or 13(e)(1) of The Securities Exchange Act of 1934 FOSTER WHEELER AG (Name of Subject Company (Issuer))

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 7 to Schedule TO Tender Offer Statement under Section 14(d)(1) Or 13(e)(1) of The Securities Exchange Act of 1934 FOSTER WHEELER AG (Name of Subject Company (Issuer)) AMEC INTERNATIONAL INVESTMENTS BV AMEC plc (Name of Filing Persons (Offerors)) Registered shares, par value CHF3.00 per share (Title of Class of Se

FWLT / Foster Wheeler Ag 425 - Merger Prospectus - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 7, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Number

Termination of a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 7, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 6 Schedule TO Tender Offer Statement under Section 14(d)(1) Or 13(e)(1) of The Securities Exchange Act of 1934 FOSTER WHEELER AG (Name of Subject Company (Issuer))

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 6 to Schedule TO Tender Offer Statement under Section 14(d)(1) Or 13(e)(1) of The Securities Exchange Act of 1934 FOSTER WHEELER AG (Name of Subject Company (Issuer)) AMEC INTERNATIONAL INVESTMENTS BV AMEC plc (Name of Filing Persons (Offerors)) Registered shares, par value CHF3.00 per share (Title of Class of Se

AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - 425

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Registration Number: 333-199116 Date: November 5, 2014 The following is a press release issued by AMEC announcing the extension of the Offer and filing of the post-effective amendment posted to the Investor section of AMEC’s website, www.

AMFW / Amec Foster Wheeler Plc SC TO-T/A - - SC TO-T/A

SC TO-T/A 1 a14-227812sctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 6 to Schedule TO Tender Offer Statement under Section 14(d)(1) Or 13(e)(1) of The Securities Exchange Act of 1934 FOSTER WHEELER AG (Name of Subject Company (Issuer)) AMEC INTERNATIONAL INVESTMENTS BV AMEC plc (Name of Filing Persons (Offerors)) Registered shares, par va

AMFW / Amec Foster Wheeler Plc SC TO-T/A - - SC TO-T/A

SC TO-T/A 1 a14-227812sctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 5 to Schedule TO Tender Offer Statement under Section 14(d)(1) Or 13(e)(1) of The Securities Exchange Act of 1934 FOSTER WHEELER AG (Name of Subject Company (Issuer)) AMEC INTERNATIONAL INVESTMENTS BV AMEC plc (Name of Filing Persons (Offerors)) Registered shares, par va

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 5 Schedule TO Tender Offer Statement under Section 14(d)(1) Or 13(e)(1) of The Securities Exchange Act of 1934 FOSTER WHEELER AG (Name of Subject Company (Issuer))

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 5 to Schedule TO Tender Offer Statement under Section 14(d)(1) Or 13(e)(1) of The Securities Exchange Act of 1934 FOSTER WHEELER AG (Name of Subject Company (Issuer)) AMEC INTERNATIONAL INVESTMENTS BV AMEC plc (Name of Filing Persons (Offerors)) Registered shares, par value CHF3.00 per share (Title of Class of Se

AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - 425

425 1 a14-227815425.htm 425 Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Registration Number: 333-199116 Date: November 4, 2014 IMPORTANT INFORMATION: An offer to purchase all of the issued and outstanding registered shares of Foster Wheeler AG (the “Offer”) is being made by AMEC plc (the “Offer

FWLT / Foster Wheeler Ag SC 14D9/A - - SC 14D9/A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2) Foster Wheeler AG (Name of Subject Company) Foster Wheeler AG (Name of Person Filing Statement) Registered Shares, par value CHF 3 per share (Title of Class of Se

FWLT / Foster Wheeler Ag 10-Q - Quarterly Report - FORM 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) November 3, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Its Charter) Switzerland (State or Other Jurisdiction of Incorporation) 001-31305 98-0607469 (Commission File Number) (IRS Employer Identification No.

FOSTER WHEELER REPORTS RESULTS FOR THIRD QUARTER OF 2014

Exhibit 99.1 FOSTER WHEELER REPORTS RESULTS FOR THIRD QUARTER OF 2014 ZUG, SWITZERLAND, November 3, 2014 — Foster Wheeler AG (Nasdaq: FWLT) today reported income from continuing operations for the third quarter of 2014 of $25.4 million, or $0.25 per diluted share, compared with $48.9 million, or $0.50 per diluted share, in the third quarter of 2013. Income from continuing operations in both quarte

AMFW / Amec Foster Wheeler Plc SC TO-T/A - - SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 4 to Schedule TO Tender Offer Statement under Section 14(d)(1) Or 13(e)(1) of The Securities Exchange Act of 1934 FOSTER WHEELER AG (Name of Subject Company (Issuer)) AMEC INTERNATIONAL INVESTMENTS BV AMEC plc (Name of Filing Persons (Offerors)) Registered shares, par value CHF3.00 per share (Title of Class of Se

AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - 425

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Registration Number: 333-199116 Date: October 24, 2014 The following is the voting results of AMEC’s General Meeting held on October 23, 2014 and posted to the Investor section of AMEC’s website, www.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 4 Schedule TO Tender Offer Statement under Section 14(d)(1) Or 13(e)(1) of The Securities Exchange Act of 1934 FOSTER WHEELER AG (Name of Subject Company (Issuer))

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 4 to Schedule TO Tender Offer Statement under Section 14(d)(1) Or 13(e)(1) of The Securities Exchange Act of 1934 FOSTER WHEELER AG (Name of Subject Company (Issuer)) AMEC INTERNATIONAL INVESTMENTS BV AMEC plc (Name of Filing Persons (Offerors)) Registered shares, par value CHF3.00 per share (Title of Class of Se

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 3 Schedule TO Tender Offer Statement under Section 14(d)(1) Or 13(e)(1) of The Securities Exchange Act of 1934 FOSTER WHEELER AG (Name of Subject Company (Issuer))

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 3 to Schedule TO Tender Offer Statement under Section 14(d)(1) Or 13(e)(1) of The Securities Exchange Act of 1934 FOSTER WHEELER AG (Name of Subject Company (Issuer)) AMEC INTERNATIONAL INVESTMENTS BV AMEC plc (Name of Filing Persons (Offerors)) Registered shares, par value CHF3.00 per share (Title of Class of Se

AMFW / Amec Foster Wheeler Plc SC TO-T/A - - SC TO-T/A

SC TO-T/A 1 a14-227812sctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 3 to Schedule TO Tender Offer Statement under Section 14(d)(1) Or 13(e)(1) of The Securities Exchange Act of 1934 FOSTER WHEELER AG (Name of Subject Company (Issuer)) AMEC INTERNATIONAL INVESTMENTS BV AMEC plc (Name of Filing Persons (Offerors)) Registered shares, par va

AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - 425

425 1 a14-227811425.htm 425 Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Registration Number: 333-199116 Date: October 23, 2014 IMPORTANT INFORMATION: An offer to purchase all of the issued and outstanding registered shares of Foster Wheeler AG (the “Offer”) is being made by AMEC plc (the “Offer

FWLT / Foster Wheeler Ag SC 14D9/A - - SC 14D9/A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) Foster Wheeler AG (Name of Subject Company) Foster Wheeler AG (Name of Person Filing Statement) Registered Shares, par value CHF 3 per share (Title of Class of Se

FWLT / Foster Wheeler Ag CORRESP - -

CORRESP 1 filename1.htm By EDGAR and Post London Freshfields Bruckhaus Deringer LLP 65 Fleet Street London EC4Y 1HS T +44 20 7936 4000 (Switchboard) +44 20 7716 4752 (Direct) F +44 20 7108 4752 Ms Melissa C. Duru, Special Counsel LDE No 23 Office of Mergers and Acquisitions E [email protected] Securities and Exchange Commission www.freshfields.com 100 F St., NE Washington, D.C. 20549-0303

AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - 425

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Registration Number: 333-199116 Date: October 17, 2014 IMPORTANT INFORMATION: An offer to purchase all of the issued and outstanding registered shares of Foster Wheeler AG (the “Offer”) is being made by AMEC plc (the “Offeror”) through AMEC International Investments BV, a wholly-owned subsidiary of the Offeror.

October 17, 2014

Exhibit 99.01 October 17, 2014 To Foster Wheeler Employees: I am writing to you today to provide another update on our pending combination with AMEC. I am pleased to confirm AMEC launched the formal offer on 7 October. AMEC has also filed its prospectus and circular for its own shareholder meeting. The prospectus and circular includes the name of the new company, which following completion of the

October 17, 2014

Exhibit 99.01 October 17, 2014 To Foster Wheeler Employees: I am writing to you today to provide another update on our pending combination with AMEC. I am pleased to confirm AMEC launched the formal offer on 7 October. AMEC has also filed its prospectus and circular for its own shareholder meeting. The prospectus and circular includes the name of the new company, which following completion of the

FWLT / Foster Wheeler Ag 425 - Merger Prospectus - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): October 17, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Number

AMFW / Amec Foster Wheeler Plc SC TO-T/A - - SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 2 to Schedule TO Tender Offer Statement under Section 14(d)(1) Or 13(e)(1) of The Securities Exchange Act of 1934 FOSTER WHEELER AG (Name of Subject Company (Issuer)) AMEC INTERNATIONAL INVESTMENTS BV AMEC plc (Name of Filing Persons (Offerors)) Registered shares, par value CHF3.00 per share (Title of Class of Se

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): October 17, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 2 Schedule TO Tender Offer Statement under Section 14(d)(1) Or 13(e)(1) of The Securities Exchange Act of 1934 FOSTER WHEELER AG (Name of Subject Company (Issuer))

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 2 to Schedule TO Tender Offer Statement under Section 14(d)(1) Or 13(e)(1) of The Securities Exchange Act of 1934 FOSTER WHEELER AG (Name of Subject Company (Issuer)) AMEC INTERNATIONAL INVESTMENTS BV AMEC plc (Name of Filing Persons (Offerors)) Registered shares, par value CHF3.00 per share (Title of Class of Se

AMFW / Amec Foster Wheeler Plc SC TO-T/A - - SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to Schedule TO Tender Offer Statement under Section 14(d)(1) Or 13(e)(1) of The Securities Exchange Act of 1934 FOSTER WHEELER AG (Name of Subject Company (Issuer)) AMEC INTERNATIONAL INVESTMENTS BV AMEC plc (Name of Filing Persons (Offerors)) Registered shares, par value CHF3.00 per share (Title of Class of Se

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 Schedule TO Tender Offer Statement under Section 14(d)(1) Or 13(e)(1) of The Securities Exchange Act of 1934 FOSTER WHEELER AG (Name of Subject Company (Issuer))

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to Schedule TO Tender Offer Statement under Section 14(d)(1) Or 13(e)(1) of The Securities Exchange Act of 1934 FOSTER WHEELER AG (Name of Subject Company (Issuer)) AMEC INTERNATIONAL INVESTMENTS BV AMEC plc (Name of Filing Persons (Offerors)) Registered shares, par value CHF3.00 per share (Title of Class of Se

AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - 425

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Registration Number: 333-199116 Date: October 14, 2014 The following was mailed to AMEC shareholders by AMEC’s registrars on October 13, 2014: Dear [name of investor], Orient Capital has been mandated by AMEC plc to assist them with regards to the upcoming General Meeting which will be held on 23 October 2014.

AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - 425

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Registration Number: 333-199116 Date: October 14, 2014 IMPORTANT INFORMATION: An offer to purchase all of the issued and outstanding registered shares of Foster Wheeler AG (the “Offer”) is being made by AMEC plc (the “Offeror”) through AMEC International Investments BV, a wholly-owned subsidiary of the Offeror.

AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - 425

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Registration Number: 333-199116 Date: October 7, 2014 IMPORTANT INFORMATION: An offer to purchase all of the issued and outstanding registered shares of Foster Wheeler AG (the “Offer”) is being made by AMEC plc (the “Offeror”) through AMEC International Investments BV, a wholly-owned subsidiary of the Offeror.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule TO Tender Offer Statement under Section 14(d)(1) Or 13(e)(1) of The Securities Exchange Act of 1934 FOSTER WHEELER AG (Name of Subject Company (Issuer)) AMEC INTERNATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule TO Tender Offer Statement under Section 14(d)(1) Or 13(e)(1) of The Securities Exchange Act of 1934 FOSTER WHEELER AG (Name of Subject Company (Issuer)) AMEC INTERNATIONAL INVESTMENTS BV AMEC plc (Name of Filing Persons (Offerors)) Registered shares, par value CHF3.00 per share (Title of Class of Securities) H27178104

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): October 2, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Number)

FOSTER WHEELER AG c/o FOSTER WHEELER INC. 53 FRONTAGE ROAD, HAMPTON, NJ 08827-9000 908-730-4000 www.fwc.com

Exhibit 99.01 john a. doyle, jr. Tel 908-730-4270 Assistant Secretary Fax 908-730-4149 E-mail: [email protected] To: Individuals Who Hold Foster Wheeler AG Equity Awards and/or Who Are Subject to Foster Wheeler AG’s Security Trading Window and/or Share Ownership Guidelines Date: October 7, 2014 Re: Notifications in relation to AMEC Tender Offer AMEC plc (“AMEC”) has launched an exchange offer to a

Notice of Offer to Exchange Each Registered Share Foster Wheeler AG $16.00 in Cash and 0.8998 new ordinary shares or American depositary shares, each representing one (1) ordinary share AMEC plc (which tendering Foster Wheeler shareholders may elect

Exhibit (a)(5)(i) This announcement is neither an offer to exchange nor a solicitation of an offer to exchange Foster Wheeler shares (as defined below).

AMFW / Amec Foster Wheeler Plc SC TO-T - - SC TO-T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule TO Tender Offer Statement under Section 14(d)(1) Or 13(e)(1) of The Securities Exchange Act of 1934 FOSTER WHEELER AG (Name of Subject Company (Issuer)) AMEC INTERNATIONAL INVESTMENTS BV AMEC plc (Name of Filing Persons (Offerors)) Registered shares, par value CHF3.00 per share (Title of Class of Securities) H27178104

FOSTER WHEELER AG c/o FOSTER WHEELER INC. 53 FRONTAGE ROAD, HAMPTON, NJ 08827-9000 908-730-4000 www.fwc.com

Exhibit 99.01 john a. doyle, jr. Tel 908-730-4270 Assistant Secretary Fax 908-730-4149 E-mail: [email protected] To: Individuals Who Hold Foster Wheeler AG Equity Awards and/or Who Are Subject to Foster Wheeler AG’s Security Trading Window and/or Share Ownership Guidelines Date: October 7, 2014 Re: Notifications in relation to AMEC Tender Offer AMEC plc (“AMEC”) has launched an exchange offer to a

Notice of Offer to Exchange Each Registered Share Foster Wheeler AG $16.00 in Cash and 0.8998 new ordinary shares or American depositary shares, each representing one (1) ordinary share AMEC plc (which tendering Foster Wheeler shareholders may elect

EX-99.(A)(5)(I) 2 a14-904446ex99da5i.htm EX-99.(A)(5)(I) Exhibit (a)(5)(i) This announcement is neither an offer to exchange nor a solicitation of an offer to exchange Foster Wheeler shares (as defined below). The Offer (as defined below) is being made solely pursuant to the Prospectus (as defined below), the related Letter of Transmittal (as defined below) and any amendments and/or supplements th

FWLT / Foster Wheeler Ag 425 - Merger Prospectus - FORM 8-K

425 1 v3904988k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): October 2, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporat

IMPORTANT INFORMATION:

EX-99.(A)(5)(II) 3 a14-904446ex99da5ii.htm EX-99.(A)(5)(II) Exhibit (a)(5)(ii) IMPORTANT INFORMATION: An offer to purchase all of the issued and outstanding registered shares of Foster Wheeler AG (the “Offer”) is being made by AMEC plc (the “Offeror”) through AMEC International Investments BV, a wholly-owned subsidiary of the Offeror. This material is for informational purposes only and does not c

- 1 - YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT

QuickLinks - Click here to rapidly navigate through this document Exhibit 99.(a)(24) IF YOU WERE A SHAREHOLDER OF FOSTER WHEELER AG ("FOSTER WHEELER" OR THE "COMPANY") ON ANY DAY BETWEEN FEBRUARY 13, 2014 AND THE DATE OF THE CLOSING OF THE OFFER FOR SHARES (THE "OFFER") OF FOSTER WHEELER BY AMEC plc ("AMEC") (THE "ACQUISITION"), YOUR RIGHTS MAY BE AFFECTED BY THE SETTLEMENT OF A CLASS ACTION. PLEA

IMPORTANT INFORMATION:

EX-99.(A)(5)(II) 3 a14-904446ex99da5ii.htm EX-99.(A)(5)(II) Exhibit (a)(5)(ii) IMPORTANT INFORMATION: An offer to purchase all of the issued and outstanding registered shares of Foster Wheeler AG (the “Offer”) is being made by AMEC plc (the “Offeror”) through AMEC International Investments BV, a wholly-owned subsidiary of the Offeror. This material is for informational purposes only and does not c

FWLT / Foster Wheeler Ag SC 14D9 - - SC 14D9

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - 425

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Registration Number: 333-199116 Date: October 6, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - 425

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: October 6, 2014 The following is an announcement made by AMEC and posted on its website, www.

AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - 425

425 1 a14-904453425.htm 425 Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: October 3, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy

AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - 425

425 1 a14-904451425.htm 425 Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: October 3, 2014 The following is an announcement made by AMEC and posted on its website, www.amec.com, on October 3, 2014: AMEC announces new board directors to join after Foster Whee

AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - 425

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: October 3, 2014 The following is an announcement made by AMEC and posted on its website, www.

SECOND DEED OF AMENDMENT DATED 2 OCTOBER 2014

EX-2.1 2 v390559ex2-1.htm EXHIBIT 2.1 EXHIBIT 2.1 SECOND DEED OF AMENDMENT DATED 2 OCTOBER 2014 BETWEEN: (1) AMEC PLC (registered in England and Wales with registered number 1675285) whose registered office is at Booths Park, Chelford Road, Knutsford, Cheshire, WA16 8QZ, UK (AMEC); and (2) FOSTER WHEELER AG (registered in Switzerland with registered number CHE-114.603.783) whose registered office

SECOND DEED OF AMENDMENT DATED 2 OCTOBER 2014

EXHIBIT 2.1 SECOND DEED OF AMENDMENT DATED 2 OCTOBER 2014 BETWEEN: (1) AMEC PLC (registered in England and Wales with registered number 1675285) whose registered office is at Booths Park, Chelford Road, Knutsford, Cheshire, WA16 8QZ, UK (AMEC); and (2) FOSTER WHEELER AG (registered in Switzerland with registered number CHE-114.603.783) whose registered office is at Lindenstrasse 10, 6340 Baar, (Ca

FWLT / Foster Wheeler Ag 425 - Merger Prospectus - FORM 8K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): October 2, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): October 2, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): September 26, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Numb

FWLT / Foster Wheeler Ag 425 - Merger Prospectus - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): September 26, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Numb

September 26, 2014

EX-99.01 2 v389942ex99-01.htm EXHIBIT 99.01 Exhibit 99.01 September 26, 2014 To Foster Wheeler Employees: I am writing to you today to provide another update on our pending combination with AMEC. Last week over 40 people from Foster Wheeler and AMEC participated in the second Integration Master Planning session. During the two-day session, the work streams provided an update on their transition an

September 26, 2014

Exhibit 99.01 September 26, 2014 To Foster Wheeler Employees: I am writing to you today to provide another update on our pending combination with AMEC. Last week over 40 people from Foster Wheeler and AMEC participated in the second Integration Master Planning session. During the two-day session, the work streams provided an update on their transition and integration plans for Day 1, when the deal

AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - 425

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: September 26, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

September 12, 2014

Exhibit 99.01 September 12, 2014 To Foster Wheeler Employees: I am writing to you today to provide another update on our pending combination with AMEC. This week, members of senior management from AMEC and Foster Wheeler participated in various Work-Stream and Integration Planning Meetings to finalize the operating model and progress the integration planning for the new company. The integration pl

FWLT / Foster Wheeler Ag 425 - Merger Prospectus - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): September 12, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Numb

September 12, 2014

EX-99.01 2 v388952ex99-01.htm EXHIBIT 99.01 Exhibit 99.01 September 12, 2014 To Foster Wheeler Employees: I am writing to you today to provide another update on our pending combination with AMEC. This week, members of senior management from AMEC and Foster Wheeler participated in various Work-Stream and Integration Planning Meetings to finalize the operating model and progress the integration plan

AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - 425

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: September 12, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): September 12, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Numb

September 5, 2014

EX-99.1 2 v388422ex99-1.htm EXHIBIT 99.1 Exhibit 99.01 September 5, 2014 To Foster Wheeler Employees: I am writing to you today to provide another update on our pending combination with AMEC. Good progress has been made in further defining the operating model to reflect not only the future structure of the business but also our operations and execution approach. The four business units remain as o

AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - 425

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: September 5, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

September 5, 2014

Exhibit 99.01 September 5, 2014 To Foster Wheeler Employees: I am writing to you today to provide another update on our pending combination with AMEC. Good progress has been made in further defining the operating model to reflect not only the future structure of the business but also our operations and execution approach. The four business units remain as originally proposed in June: Americas Nort

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): September 5, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

FWLT / Foster Wheeler Ag 425 - Merger Prospectus - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): September 5, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - 425

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: August 27, 2014 The following is the post half-year results roadshow presentation made available by AMEC to investors on August 27, 2014: 1 AMEC plc Investor slide pack August/September 2014 2 This presentation

FOSTER WHEELER REPORTS RESULTS FOR SECOND QUARTER OF 2014

Exhibit 99.1 FOSTER WHEELER REPORTS RESULTS FOR SECOND QUARTER OF 2014 ZUG, SWITZERLAND, August 7, 2014 ? Foster Wheeler AG (Nasdaq: FWLT) today reported income from continuing operations for the second quarter of 2014 of $85.6 million, or $0.85 per diluted share, compared with $68.3 million, or $0.68 per diluted share, in the second quarter of 2013. Income from continuing operations in both quart

AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - F-4

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: August 7, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - 425

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: August 7, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - 425

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: August 7, 2014 The following is AMEC’s 2014 half-year results posted on the Regulatory News Service on August 7, 2014: 1 AMEC plc 2014 half-year results Highlights · Underlying(1) revenue up 4% and EBITA up 5% · Underlying margins stable · Reported revenue £1,858 million, and EBITA £152 million · Down 7% and 4% respectively · Order book of £4.

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 v3859908k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) August 7, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Its Charter) Switzerland (State or Other Jurisdiction of Incorporation) 001-31305

AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - 425

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: August 7, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - 425

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: August 7, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - 425

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: August 7, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - 425

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: August 7, 2014 The following is the 2014 half-year results presentation made by AMEC and posted on its website, www.

Statuten Foster Wheeler AG mit Sitz in Baar

Exhibit 3.1 Statuten der Foster Wheeler AG mit Sitz in Baar Articles of Association of Foster Wheeler AG domiciled in Baar I. Firma, Sitz, Zweck und Dauer der Gesellschaft I. Company Name, Domicile, Purpose and Duration of the Company Art. 1 Firma und Sitz Art. 1 Name and Domicile Unter der Firma Foster Wheeler AG (Foster Wheeler Ltd.) (Foster Wheeler SA) besteht eine Aktiengesellschaft gem?ss den

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-31305 FOST

AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - 425

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: August 7, 2014 The following is the internal half-year results presentation made available by AMEC to its employees on August 7, 2014: 1 Collaborating, improving and growing - achieving ‘2015 and beyond’ 2014 ha

Exibit 99.01

EX-99.01 2 v38543999-01.htm EXHIBIT 99.01 Exibit 99.01 August 1, 2014 To Foster Wheeler Employees: Senior leaders of AMEC and Foster Wheeler met last week for the third in a series of integration planning workshops. At the workshops, the leadership team received status reports and feedback on the work that’s being done in a number of very important areas, including the operating model, culture and

FWLT / Foster Wheeler Ag 425 - Merger Prospectus - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): August 1, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Exibit 99.01

Exibit 99.01 August 1, 2014 To Foster Wheeler Employees: Senior leaders of AMEC and Foster Wheeler met last week for the third in a series of integration planning workshops. At the workshops, the leadership team received status reports and feedback on the work that’s being done in a number of very important areas, including the operating model, culture and employee engagement, branding and communi

AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - 425

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: August 1, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): August 1, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Number)

FOSTER WHEELER ANNOUNCES RESULTS FROM EXTRAORDINARY GENERAL MEETING

FOSTER WHEELER ANNOUNCES RESULTS FROM EXTRAORDINARY GENERAL MEETING ZUG, SWITZERLAND, July 10, 2014 - Foster Wheeler AG (Nasdaq: FWLT) (“Foster Wheeler” or the “Company”) announced the results from its Extraordinary General Meeting (the “EGM”), which was held today at the Company’s offices in Baar, Switzerland.

FOSTER WHEELER ANNOUNCES RESULTS FROM EXTRAORDINARY GENERAL MEETING

EX-99.1 2 v383572ex99-1.htm EXHIBIT 99.1 FOSTER WHEELER ANNOUNCES RESULTS FROM EXTRAORDINARY GENERAL MEETING ZUG, SWITZERLAND, July 10, 2014 - Foster Wheeler AG (Nasdaq: FWLT) (“Foster Wheeler” or the “Company”) announced the results from its Extraordinary General Meeting (the “EGM”), which was held today at the Company’s offices in Baar, Switzerland. At the meeting, the Company's shareholders app

AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - 425

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: July 10, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 10, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Its Charter) Switzerland (State or Other Jurisdiction of Incorporation) 001-31305 (Commission File Number) 98-0607469 (IRS Employer Identification No.

FWLT / Foster Wheeler Ag 425 - Merger Prospectus - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 10, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Its Charter) Switzerland (State or Other Jurisdiction of Incorporation) 001-31305 (Commission File Number) 98-0607469 (IRS Employer Identification No.

AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - 425

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: July 3, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

July 3, 2014

July 3, 2014 To Foster Wheeler Employees: Senior leaders of AMEC and Foster Wheeler met last week for the second integration workshop.

July 3, 2014

EX-99.01 2 v383116ex99-01.htm EXHIBIT 99.01 July 3, 2014 To Foster Wheeler Employees: Senior leaders of AMEC and Foster Wheeler met last week for the second integration workshop. A focus of the discussion was “day 1” actions and deliverables. Topics included finance, ethics, human resources, sustainability, business development, operations, IT and project management. Two other areas received addit

FWLT / Foster Wheeler Ag 425 - Merger Prospectus - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): July 3, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): July 3, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

Merger Prospectus - 425

425 1 a14-904415425.htm 425 Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: June 27, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy o

Merger Prospectus - 425

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: June 20, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

June 20, 2014

June 20, 2014 To Foster Wheeler Employees: The topic for this week’s update letter is to encourage you to help define the culture of the combined AMEC and Foster Wheeler.

Merger Prospectus - 425

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: June 20, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Merger Prospectus - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): June 20, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

Financial Statements and Exhibits, Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): June 20, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

June 20, 2014

June 20, 2014 To Foster Wheeler Employees: The topic for this week’s update letter is to encourage you to help define the culture of the combined AMEC and Foster Wheeler.

Interview discussion guide for Foster Wheeler customers

Exhibit 99.01 Interview discussion guide for Foster Wheeler customers Set up for interviewees includes: · Introduction and reference to the phone / email introduction made by Foster Wheeler on behalf of BrandCap · Reassurance of confidential responses · The type of questions and topic areas to cover off Context · We are BrandCap, a brand consultancy. We offer a diverse set of brand related service

Financial Statements and Exhibits, Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): June 16, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

Merger Prospectus - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): June 16, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

Interview discussion guide for Foster Wheeler customers

Exhibit 99.01 Interview discussion guide for Foster Wheeler customers Set up for interviewees includes: · Introduction and reference to the phone / email introduction made by Foster Wheeler on behalf of BrandCap · Reassurance of confidential responses · The type of questions and topic areas to cover off Context · We are BrandCap, a brand consultancy. We offer a diverse set of brand related service

Merger Prospectus - 425

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: June 13, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

- DEFINITIVE PROXY STATEMENT

Definitive Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Merger Prospectus - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): June 5, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

AMEC and Foster Wheeler Establish Common Intranet Site

Exhibit 99.01 AMEC and Foster Wheeler Establish Common Intranet Site AMEC and Foster Wheeler have created a common intranet site where employees of both companies can view a variety of documents related to the pending transaction. The site is designed to be a convenient and easily accessible repository of publicly available materials, including presentations, letters and filings produced by both c

June 6, 2014

Exhibit 99.02 June 6, 2014 To Foster Wheeler Employees: This week’s update letter addresses the proposed new structure of the combined organization. Specifically, AMEC has outlined a structure in which the business units of the combined company will continue to be organized primarily along geographical lines, although they will be defined in a slightly different way. The four business units will b

Merger Prospectus - 425

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: June 6, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

AMEC and Foster Wheeler Establish Common Intranet Site

Exhibit 99.01 AMEC and Foster Wheeler Establish Common Intranet Site AMEC and Foster Wheeler have created a common intranet site where employees of both companies can view a variety of documents related to the pending transaction. The site is designed to be a convenient and easily accessible repository of publicly available materials, including presentations, letters and filings produced by both c

June 6, 2014

Exhibit 99.02 June 6, 2014 To Foster Wheeler Employees: This week’s update letter addresses the proposed new structure of the combined organization. Specifically, AMEC has outlined a structure in which the business units of the combined company will continue to be organized primarily along geographical lines, although they will be defined in a slightly different way. The four business units will b

Financial Statements and Exhibits, Other Events

8-K 1 v3808508k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): June 5, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation

Merger Prospectus - 425

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: May 30, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Merger Prospectus - 425

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: May 30, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

- FORM SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM SD Specialized Disclosure Report FOSTER WHEELER AG (Exact Name of Registrant as Specified in Its Charter) Switzerland (State or other jurisdiction of incorporation or organization) 001-31305 (Commission File Number) 98-0607469 (IRS Employer Identification No.

- PRE 14A

PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

DEED OF AMENDMENT DATED 28 MAY 2014

EXECUTION VERSION DEED OF AMENDMENT DATED 28 MAY 2014 BETWEEN: (1) AMEC PLC (registered in England and Wales with registered number 1675285) whose registered office is at Booths Park, Chelford Road, Knutsford, Cheshire, WA16 8QZ, UK (AMEC); and (2) FOSTER WHEELER AG (registered in Switzerland with registered number CHE-114.

Merger Prospectus - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): May 28, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): May 28, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

DEED OF AMENDMENT DATED 28 MAY 2014

EX-2.1 2 v379905ex2-1.htm EXECUTION VERSION DEED OF AMENDMENT DATED 28 MAY 2014 BETWEEN: (1) AMEC PLC (registered in England and Wales with registered number 1675285) whose registered office is at Booths Park, Chelford Road, Knutsford, Cheshire, WA16 8QZ, UK (AMEC); and (2) FOSTER WHEELER AG (registered in Switzerland with registered number CHE-114.603.783) whose registered office is at Lindenstra

Merger Prospectus - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): May 23, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

May 23, 2014

May 23, 2014 To Foster Wheeler Employees: AMEC and Foster Wheeler continue to work closely on integration planning, including a specific effort to define an operating model for the combined company.

Merger Prospectus - 425

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: May 23, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

May 23, 2014

May 23, 2014 To Foster Wheeler Employees: AMEC and Foster Wheeler continue to work closely on integration planning, including a specific effort to define an operating model for the combined company.

Financial Statements and Exhibits, Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): May 23, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

Merger Prospectus - 425

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: May 22, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Merger Prospectus - 425

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: May 13, 2014 The following is a presentation made by AMEC and posted on its website, www.

Merger Prospectus - CURRENT REPORT

425 1 v3779908-k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): May 9, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorpo

Merger Prospectus - 425

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: May 9, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Financial Statements and Exhibits, Other Events - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): May 9, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

May 9, 2014

May 9, 2014 To Foster Wheeler Employees: I am writing you today to provide another update on our pending acquisition by AMEC plc.

May 9, 2014

May 9, 2014 To Foster Wheeler Employees: I am writing you today to provide another update on our pending acquisition by AMEC plc.

FOSTER WHEELER SHAREHOLDERS APPROVE ONE-TIME DIVIDEND

FOSTER WHEELER SHAREHOLDERS APPROVE ONE-TIME DIVIDEND ZUG, SWITZERLAND, May 7, 2014 - Foster Wheeler AG (Nasdaq: FWLT) announced today that its shareholders have approved the payment of a one-time cash dividend of $0.

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 7, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Its Charter) Switzerland (State or Other Jurisdiction of Incorporation) 001-31305 (Commission File Number) 98-0607469 (IRS Employer Identification No.

Financial Statements and Exhibits, Results of Operations and Financial Condition - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) May 7, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Its Charter) Switzerland (State or Other Jurisdiction of Incorporation) 001-31305 98-0607469 (Commission File Number) (IRS Employer Identification No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-31305 FOS

Statuten Foster Wheeler AG mit Sitz in Baar

Exhibit 3.1 Statuten der Foster Wheeler AG mit Sitz in Baar I. Firma, Sitz, Zweck und Dauer der Gesellschaft Art. 1 Firma und Sitz Unter der Firma Foster Wheeler AG (Foster Wheeler Ltd.) (Foster Wheeler SA) besteht eine Aktiengesellschaft gem?ss den Bestimmungen des schweizerischen Obligationenrechts (OR) mit Sitz in Baar. Art. 2 Zweck 1Zweck der Gesellschaft ist der Erwerb, das Halten, das Verwal

28 March 2014

Exhibit 2.2 28 March 2014 To: Foster Wheeler AG Sheffield Park Reading Berkshire RG2 9FW For the attention of: Michelle Davies With a copy to: Freshfields Bruckhaus Deringer LLP 65 Fleet Street London, EC4Y 1HS For the attention of: Simon Marchant Freshfields Bruckhaus Deringer US LLP 601 Lexington Avenue New York, NY, 10022 For the attention of: Matthew F. Herman Dear Sirs, Implementation Agreeme

FOSTER WHEELER REPORTS RESULTS FOR FIRST QUARTER OF 2014

FOSTER WHEELER REPORTS RESULTS FOR FIRST QUARTER OF 2014 · Record level $3.8 billion of consolidated scope backlog · Near-tripling of scope new orders in Global Power Group versus average quarter of 2013 ZUG, SWITZERLAND, May 7, 2014 — Foster Wheeler AG (Nasdaq: FWLT) today reported income from continuing operations for the first quarter of 2014 of $17.1 million, or $0.17 per diluted share, compar

AMENDMENT NO. 1 CONTRACT OF EMPLOYMENT (1) FOSTER WHEELER MANAGEMENT LIMITED (2) STEPHEN ROSTRON

Exhibit 10.1 AMENDMENT NO. 1 to CONTRACT OF EMPLOYMENT between (1) FOSTER WHEELER MANAGEMENT LIMITED and (2) STEPHEN ROSTRON THIS DEED is made on March 3, 2014 BETWEEN (1) FOSTER WHEELER MANAGEMENT LIMITED incorporated and registered in England and Wales with company number 05344191 whose registered office is at Shinfield Park, Shinfield, Reading, Berkshire RG2 9FW (the ?Company?); and (2) STEPHEN

Merger Prospectus - 425

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: May 2, 2014 The following is a presentation made by AMEC and posted on its website, www.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): April 25, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Number)

April 25, 2014

April 25, 2014 To Foster Wheeler Employees: I am writing you today to provide an update on our pending acquisition by AMEC plc.

Merger Prospectus - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): April 25, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Number)

April 25, 2014

EX-99.01 2 v375991ex99-01.htm EXHIBIT 99.01 April 25, 2014 To Foster Wheeler Employees: I am writing you today to provide an update on our pending acquisition by AMEC plc. As you know, there has been little news or official public comment from Foster Wheeler or AMEC about the deal since our February 13 announcements. It is customary for companies like ours to be largely silent during this interim

Merger Prospectus - 425

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: April 25, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Merger Prospectus - 425

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: April 23, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Merger Prospectus - 425

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: April 23, 2014 The following is an announcement made by AMEC and posted on its website, www.

FWLT / Foster Wheeler Ag / Invesco Ltd. - FOSTER WHEELER AG Passive Investment

SC 13G/A 1 fosterwheelerag03312014.htm FOSTER WHEELER AG SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13D-1(b) AND AMENDMENTS FILED THERETO FILED PURSUANT TO RULE 13D-2(b) Under the Securities Exchange Act of 1934 (Amendment No. 2)* Foster Wheeler AG (Name of Issuer) Common Stock (Title of C

- DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

- PRE 14A

PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Merger Prospectus - 425

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: February 28, 2014 The following is a presentation made by AMEC and posted on its website, www.

SUBSIDIARIES OF THE REGISTRANT Foster Wheeler AG (Parent) Significant, Wholly Owned Subsidiaries (Directly or Indirectly) Listed by Jurisdiction of Organization

EX-21.0 EXHIBIT 21.0 SUBSIDIARIES OF THE REGISTRANT Foster Wheeler AG (Parent) Significant, Wholly Owned Subsidiaries (Directly or Indirectly) Listed by Jurisdiction of Organization Australia Foster Wheeler (QLD) Pty Ltd., Brisbane Foster Wheeler (WA) Pty Ltd., Perth Bermuda Continental Finance Company Ltd., Hamilton Foster Wheeler Holdings Ltd., Hamilton Foster Wheeler Ltd., Hamilton Foster Wheel

Financial Statements and Exhibits, Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 27, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Its Charter) Switzerland (State or Other Jurisdiction of Incorporation) 001-31305 (Commission File Number) 98-0607469 (IRS Employer Identification No.

FOSTER WHEELER CASH DIVIDEND

EX-99.1 2 v369596ex99-1.htm EXHIBIT 99.1 FOSTER WHEELER CASH DIVIDEND ZUG, SWITZERLAND, February 27, 2014 - Foster Wheeler AG (Nasdaq: FWLT) announced today that its board of directors has recommended the payment of a cash dividend of $0.40 per registered share, subject to approval by the company’s shareholders at the company’s annual general meeting, to be held on May 7, 2014. Assuming shareholde

FOSTER WHEELER AG OMNIBUS INCENTIVE PLAN Employee Restricted Stock Unit Award Agreement Name of Participant: [__________] Grant Date: [__________], 2014 Number of Restricted Stock Units Awarded: [__________]

Exhibit 10.18 FOSTER WHEELER AG OMNIBUS INCENTIVE PLAN Employee Restricted Stock Unit Award Agreement Name of Participant: [] Grant Date: [], 2014 Number of Restricted Stock Units Awarded: [] Pursuant to the Foster Wheeler AG Omnibus Incentive Plan (the ?Plan?), a copy of which has been delivered to you, along with a prospectus describing the material terms of the Plan, and in accordance with the

EMPLOYMENT AGREEMENT

Exhibit 10.43 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this ?Agreement?) dated effective as of June 1, 2009, between FOSTER WHEELER ASIA PACIFIC PTE. LTD., a Singaporean company (the ?Company?), and ROBERTO PENNO (the ?Executive? or ?you?). WHEREAS, the Executive and the Company desire to have an employment relationship on the terms and conditions set forth in this Agreement. Accordingly, the Co

First Amendment to the FOSTER WHEELER ANNUAL EXECUTIVE SHORT-TERM INCENTIVE PLAN (As Amended and Restated Effective February 28, 2013)

Exhibit 10.10 First Amendment to the FOSTER WHEELER ANNUAL EXECUTIVE SHORT-TERM INCENTIVE PLAN (As Amended and Restated Effective February 28, 2013) The Foster Wheeler Annual Executive Short-Term Incentive Plan (the “Plan”) is hereby amended as follows, pursuant to a resolution adopted by the Committee at its meeting held on February 26, 2014. Capitalized terms used but not specifically defined he

SECOND AMENDMENT TO THE EMPLOYMENT AGREEMENT BETWEEN FOSTER WHEELER ASIA PACIFIC PTE. LTD. ROBERTO PENNO

Exhibit 10.45 SECOND AMENDMENT TO THE EMPLOYMENT AGREEMENT BETWEEN FOSTER WHEELER ASIA PACIFIC PTE. LTD. AND ROBERTO PENNO WHEREAS, FOSTER WHEELER ASIA PTE. LTD., a Singapore company (?FWAPL?), entered into an Employment Agreement with ROBERTO PENNO (the ?Executive?) effective as of June 1, 2009 (the ?Contract?), and a First Amendment thereto effective as of January 1, 2011 (the ?First Amendment?

SIXTH AMENDMENT TO THE EMPLOYMENT AGREEMENT BETWEEN FOSTER WHEELER INC. RAKESH K. JINDAL

EX-10.78 Exhibit 10.78 SIXTH AMENDMENT TO THE EMPLOYMENT AGREEMENT BETWEEN FOSTER WHEELER INC. AND RAKESH K. JINDAL This SIXTH AMENDMENT (this “Amendment”) to the Employment Agreement between FOSTER WHEELER INC., a Delaware corporation (the “Company”), and RAKESH K. JINDAL (the “Executive”), which FOSTER WHEELER INTERNATIONAL CORPORATION executed as Guarantor, dated as of April 27, 2009 (the “Agre

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-313

# # #

FOSTER WHEELER REPORTS RESULTS FOR FOURTH QUARTER AND FULL YEAR OF 2013 · 26% increase in Q4 2013 scope revenues in Global E&C Group versus average quarter of 2012 · Second consecutive quarter of record-level scope backlog in Global E&C Group · 59% increase in Q4 2013 scope new orders in Global Power Group versus average quarter of 2012 · Q4 2013 results from continuing operations impacted by discrete items ZUG, SWITZERLAND, February 27, 2014 — Foster Wheeler AG (Nasdaq: FWLT) today reported a loss from continuing operations for the fourth quarter of 2013 of $37.

FOSTER WHEELER CASH DIVIDEND

FOSTER WHEELER CASH DIVIDEND ZUG, SWITZERLAND, February 27, 2014 - Foster Wheeler AG (Nasdaq: FWLT) announced today that its board of directors has recommended the payment of a cash dividend of $0.

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

Exhibit 10.44 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This FIRST AMENDMENT (this ?Amendment?) to the employment agreement dated effective as of June 1, 2009 (the ?Agreement?), between FOSTER WHEELER ASIA PACIFIC PTE. LTD., a Singapore company (the ?Company?), and ROBERTO PENNO (the ?Executive?) is made and entered into this January 1st, 2011. WHEREAS, The Executive and the Company heretofore enter

Financial Statements and Exhibits, Results of Operations and Financial Condition - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) February 27, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Its Charter) Switzerland (State or Other Jurisdiction of Incorporation) 001-31305 98-0607469 (Commission File Number) (IRS Employer Identification No.

FOSTER WHEELER AG OMNIBUS INCENTIVE PLAN Employee Restricted Stock Unit Award Agreement (with Performance Goals) Name of Participant: [__________] Grant Date: [__________], 2014 Restricted Stock Unit Award at Target Level Payout: [__________]

Exhibit 10.23 FOSTER WHEELER AG OMNIBUS INCENTIVE PLAN Employee Restricted Stock Unit Award Agreement (with Performance Goals) Name of Participant: [] Grant Date: [], 2014 Restricted Stock Unit Award at Target Level Payout: [] Pursuant to the Foster Wheeler AG Omnibus Incentive Plan (the ?Plan?), a copy of which has been delivered to you, along with a prospectus describing the material terms of th

FOSTER WHEELER AG OMNIBUS INCENTIVE PLAN Employee Restricted Stock Unit Award Agreement (with Performance Goals) Name of Participant: Grant Date: [December , 2013] Restricted Stock Unit Award at Target Level Payout:

Exhibit 10.22 FOSTER WHEELER AG OMNIBUS INCENTIVE PLAN Employee Restricted Stock Unit Award Agreement (with Performance Goals) Name of Participant: Grant Date: [December , 2013] Restricted Stock Unit Award at Target Level Payout: Pursuant to the Foster Wheeler AG Omnibus Incentive Plan (the ?Plan?), a copy of which has been delivered to you, along with a prospectus describing the material terms of

- FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 27, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Its Charter) Switzerland (State or Other Jurisdiction of Incorporation) 001-31305 (Commission File Number) 98-0607469 (IRS Employer Identification No.

FWLT / Foster Wheeler Ag / SAC Capital Advisors LP - SCHEDULE 13G/A, #1 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* FOSTER WHEELER AG (Name of Issuer) Registered Shares, CHF 3.00 par value per share (Title of Class of Securities) H27178104 (CUSIP Number) December 31, 2013 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate t

Merger Prospectus - 425

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: February 13, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

13 february 2014 AMEC PLC Foster Wheeler AG IMPLEMENTATION AGREEMENT relating to the Acquisition of Foster Wheeler ag by amec plc Freshfields Bruckhaus Deringer LLP

EX-2.1 2 v368433ex2-1.htm EXHIBIT 2.1 EXECUTION VERSION 13 february 2014 AMEC PLC Foster Wheeler AG IMPLEMENTATION AGREEMENT relating to the Acquisition of Foster Wheeler ag by amec plc Freshfields Bruckhaus Deringer LLP EXECUTION VERSION Contents Page 1. The Offer 1 2. Offer Period 8 3. Satisfaction of the Conditions and other Clearances 8 4. Squeeze-out 11 5. Obligations of the Parties 12 6. Boa

Merger Prospectus - 425

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: February 13, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): February 13, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Merger Prospectus - 425

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: February 13, 2014 The following updated pages were posted on AMEC’s website, www.amec.com, on February 13, 2014:

Merger Prospectus - 425

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: February 13, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

AMEC Foster Wheeler A Compelling Combination Presentation for Foster Wheeler Employees February 13, 2014 • Foster Wheeler has entered into a definitive agreement with AMEC plc for AMEC to acquire FW • The combined company is expected to have: – Compl

EX-99.02 4 v368433ex99-02.htm EXHIBIT 99.02 AMEC Foster Wheeler A Compelling Combination Presentation for Foster Wheeler Employees February 13, 2014 1 Disclaimer Safe Harbor Statement Foster Wheeler AG presentations may contain forward - looking statements that are based on management’s assumptions, expectations and projections about the Company and the various industries within which the Company

Merger Prospectus - PROSPECTUSES AND COMMUNICATIONS RE: BUSINESS COMBINATION TRANSACTIONS

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: February 13, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Merger Prospectus - 425

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: February 13, 2014 On February 13, 2014, AMEC plc issued the following press release: AMEC plc 2013 results Highlights · Diluted EPS from continuing operations(1) 87.

Merger Prospectus - 425

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: February 13, 2014 On February 13, 2014, AMEC plc issued the following press release: Recommended acquisition of Foster Wheeler AG AMEC, the international engineering and project management company, announces that it has entered into a definitive agreement with Foster Wheeler AG (Foster Wheeler) under which AMEC will make a recommended offer to acquire the entire issued and to be issued share capital of Foster Wheeler (the Acquisition).

Merger Prospectus - 425

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: February 13, 2014 The following is the full-year results presentation made by AMEC and posted on its website, www.

FOSTER WHEELER ENTERS INTO DEFINITIVE AGREEMENT WITH AMEC

EX-99.03 5 v368433ex99-03.htm EXHIBIT 99.03 FOSTER WHEELER ENTERS INTO DEFINITIVE AGREEMENT WITH AMEC ZUG, SWITZERLAND, February 13, 2014 - Foster Wheeler AG (Nasdaq: FWLT) (“Foster Wheeler” or the “Company”) today announced that it has entered into a definitive agreement with AMEC plc (“AMEC”) pursuant to which AMEC will make an offer to acquire all the issued and to be issued share capital of th

AMEC Foster Wheeler A Compelling Combination Presentation for Foster Wheeler Employees February 13, 2014 • Foster Wheeler has entered into a definitive agreement with AMEC plc for AMEC to acquire FW • The combined company is expected to have: – Compl

AMEC Foster Wheeler A Compelling Combination Presentation for Foster Wheeler Employees February 13, 2014 1 Disclaimer Safe Harbor Statement Foster Wheeler AG presentations may contain forward - looking statements that are based on management’s assumptions, expectations and projections about the Company and the various industries within which the Company operates.

Merger Prospectus - 425

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: February 13, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Merger Prospectus - 425

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: February 13, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Merger Prospectus - 425

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: February 13, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

FOSTER WHEELER ENTERS INTO DEFINITIVE AGREEMENT WITH AMEC

FOSTER WHEELER ENTERS INTO DEFINITIVE AGREEMENT WITH AMEC ZUG, SWITZERLAND, February 13, 2014 - Foster Wheeler AG (Nasdaq: FWLT) (“Foster Wheeler” or the “Company”) today announced that it has entered into a definitive agreement with AMEC plc (“AMEC”) pursuant to which AMEC will make an offer to acquire all the issued and to be issued share capital of the Company.

February 13, 2014

EX-99.01 3 v368433ex99-01.htm EXHIBIT 99.01 February 13, 2014 To Foster Wheeler Employees: Today we announced that the Company has entered into a definitive agreement with AMEC plc pursuant to which AMEC will acquire Foster Wheeler. (Attached is a copy of our related press release.) We believe the combination of our two firms will result in a more competitive company with a compelling offering acr

February 13, 2014

February 13, 2014 To Foster Wheeler Employees: Today we announced that the Company has entered into a definitive agreement with AMEC plc pursuant to which AMEC will acquire Foster Wheeler.

Merger Prospectus - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): February 13, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

FWLT / Foster Wheeler Ag / ALTRINSIC GLOBAL ADVISORS LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

Merger Prospectus - 425

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: February 13, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Merger Prospectus - 425

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: February 13, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Merger Prospectus - 425

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: February 13, 2014 The following is the internal full-year results presentation made available by AMEC to its employees on February 13, 2014: Collaborating, improving and growing - to ‘2015 and beyond’ 2013 results employee cascade Important information Forward-looking statements This presentation contains statements which constitute “forward-looking statements”.

13 february 2014 AMEC PLC Foster Wheeler AG IMPLEMENTATION AGREEMENT relating to the Acquisition of Foster Wheeler ag by amec plc Freshfields Bruckhaus Deringer LLP

EX-2.1 2 v368433ex2-1.htm EXHIBIT 2.1 EXECUTION VERSION 13 february 2014 AMEC PLC Foster Wheeler AG IMPLEMENTATION AGREEMENT relating to the Acquisition of Foster Wheeler ag by amec plc Freshfields Bruckhaus Deringer LLP EXECUTION VERSION Contents Page 1. The Offer 1 2. Offer Period 8 3. Satisfaction of the Conditions and other Clearances 8 4. Squeeze-out 11 5. Obligations of the Parties 12 6. Boa

FWLT / Foster Wheeler Ag / VANGUARD GROUP INC Passive Investment

fosterwheeler.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 0 )* Name of issuer: Foster Wheeler AG Title of Class of Securities: Common Stock CUSIP Number: H27178104 Date of Event Which Requires Filing of this Statement: December 31, 2013 Check the appropriate box to d

FWLT / Foster Wheeler Ag / Invesco Ltd. - FOSTER WHEELER AG Passive Investment

SC 13G/A 1 fosterwheelerag12312013.htm FOSTER WHEELER AG SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13D-1(b) AND AMENDMENTS FILED THERETO FILED PURSUANT TO RULE 13D-2(b) Under the Securities Exchange Act of 1934 (Amendment No. 1)* Foster Wheeler AG (Name of Issuer) Common Stock (Title of C

-

January 23, 2014 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Merger Prospectus - 425

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: January 17, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

FOSTER WHEELER ANNOUNCES NON-BINDING TERMS WITH AMEC REGARDING POTENTIAL TRANSACTION

EXHIBIT 99.1 FOSTER WHEELER ANNOUNCES NON-BINDING TERMS WITH AMEC REGARDING POTENTIAL TRANSACTION ZUG, SWITZERLAND, January 13, 2014 - Foster Wheeler AG (Nasdaq: FWLT) (“Foster Wheeler” or the “Company”) today confirmed that, following a comprehensive review of strategic alternatives, it has provisionally agreed with AMEC plc (“AMEC”) non-binding outline terms concerning a possible business combin

Merger Prospectus - 425

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: January 13, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Merger Prospectus - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): January 13, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Number

FOSTER WHEELER ANNOUNCES NON-BINDING TERMS WITH AMEC REGARDING POTENTIAL TRANSACTION

EXHIBIT 99.1 FOSTER WHEELER ANNOUNCES NON-BINDING TERMS WITH AMEC REGARDING POTENTIAL TRANSACTION ZUG, SWITZERLAND, January 13, 2014 - Foster Wheeler AG (Nasdaq: FWLT) (“Foster Wheeler” or the “Company”) today confirmed that, following a comprehensive review of strategic alternatives, it has provisionally agreed with AMEC plc (“AMEC”) non-binding outline terms concerning a possible business combin

Merger Prospectus - 425

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: January 13, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Financial Statements and Exhibits, Other Events - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): January 13, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Number

Merger Prospectus - 425

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: January 13, 2014 The following are pages that were posted on AMEC’s website, www.amec.com, on January 13, 2014: 1 2 3 4

Merger Prospectus - 425

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: January 13, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Merger Prospectus - 425

Table of Contents Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: January 13, 2014 IMPORTANT INFORMATION: This communication is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Merger Prospectus - 425

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: January 13, 2014 IMPORTANT INFORMATION: This communication is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Merger Prospectus - 425

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: January 13, 2014 On January 13, 2014, AMEC plc issued the following press release: Possible offer for Foster Wheeler and update on trading AMEC, the international engineering and project management company, announces that it has provisionally agreed with Foster Wheeler AG (Foster Wheeler) the outline terms for a recommended cash and share offer for all of Foster Wheeler’s issued and to be issued share capital.

Merger Prospectus - 425

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: January 13, 2014 IMPORTANT INFORMATION: This communication is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Merger Prospectus - 425

Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: January 13, 2014 The following is a presentation made to analysts by AMEC and posted on its website, www.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 31, 2013 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Its Charter) Switzerland (State or Other Jurisdiction of Incorporation) 001-31305 (Commission File Number) 98-0607469 (IRS Employer Identification No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 19, 2013 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Its Charter) Switzerland (State or Other Jurisdiction of Incorporation) 001-31305 (Commission File Number) 98-0607469 (IRS Employer Identification No.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 7, 2013 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Its Charter) Switzerland (State or Other Jurisdiction of Incorporation) 001-31305 (Commission File Number) 98-0607469 (IRS Employer Identification No.

ORGANIZATIONAL REGULATIONS as of January 1, 2014 Foster Wheeler AG (Foster Wheeler Ltd) (Foster Wheeler SA) a Swiss corporation with its registered office in Baar (hereinafter referred to as "Foster Wheeler", collectively with its Subsidiaries as "Fo

Exhibit 3.1 ORGANIZATIONAL REGULATIONS as of January 1, 2014 of Foster Wheeler AG (Foster Wheeler Ltd) (Foster Wheeler SA) a Swiss corporation with its registered office in Baar (hereinafter referred to as "Foster Wheeler", collectively with its Subsidiaries as "Foster Wheeler Group") TABLE OF CONTENT A. BASIS, SCOPE AND PURPOSE page 2 B. CORPORATE ORGANIZATION page 3 C. THE BOARD page 4 D. EXECUT

CONTRACT OF EMPLOYMENT

Exhibit 10.2 Mr J Nield The New Barn 2 Batts Farmyard Wilton Marlborough SN8 3SS Dear Jon EFFECTIVE DATE OF EMPLOYMENT CONTRACT DATED 19 SEPTEMBER 2013 I confirm that the agreed effective date of your contract of employment dated 19 September 2013 is 2nd May 2013. This contract replaces all other contracts of employment between you, the Company or any Associated Company. Yours sincerely /s/ Beth B