As filed with the Securities and Exchange Commission on December 19, 2014Registration No. 333-199116

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549Post-Effective Amendment No. 2

to

Form F-4REGISTRATION STATEMENT

UNDERTHE SECURITIES ACT OF 1933

Amec Foster Wheeler plc(formerly AMEC plc)

(Exact name of registrant as specified in its charter)

Not Applicable(Translation of registrant name into English)

England and Wales 8711 Not Applicable(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employerincorporation or organization) Classification Code Number) Identification Number)

Alison YappGeneral Counsel & Company Secretary

AMEC plc4th Floor

Old Change House128 Queen Victoria Street

London EC4V 4BJUnited Kingdom

+44 (0) 20 7429 7500(Address, including zip code, and telephone number, including

area code, of Registrants principal executive offices)

CT Corporation111 Eighth Avenue

New York, New York 10011United States

+1 (212) 894 8440(Name, address, including zip code, and telephone number, including

area code, of agent of service)

Copies to:Thomas B. Shropshire, Jr. Scott Sonnenblick

Linklaters LLP Peter Cohen-MillsteinOne Silk Street Linklaters LLP

London EC2Y 8HQ 1345 Avenue of the AmericasUnited Kingdom New York, NY 10105

+44 (0) 20 7456 2000 United States+1 (212) 903 9000

Approximate date of commencement of proposed sale of the securities to the public:As soon as practicable after this Registration Statement becomes effective and all other conditions to the consummation

of the transaction described in this prospectus have been satisfied or waived.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the SecuritiesAct, check the following box and list the Securities Act registration statement number of the earlier effective registrationstatement for the same offering.

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check thefollowing box and list the Securities Act registration statement number of the earlier effective registration statement forthe same offering.

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting thistransaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

EXPLANATORY NOTE

This Post-Effective Amendment No. 2 to the Registration Statement on Form F-4 (File No. 333-199116),as initially filed with the US Securities and Exchange Commission on 2 October 2014 (as amended byAmendment No. 1, filed 4 November 2014), is being filed to incorporate information regarding the Squeeze-Out Merger, the Merger Agreement and the Merger Report (including a fairness opinion by IFBC) asrequired under Swiss law, to reflect certain changes to the Amec Foster Wheeler Board and managementteam and to update certain information, including latest practicable date information. Foster Wheeler has, asof the date hereof, filed a definitive proxy statement with the SEC, which is available at www.sec.gov.

15DEC201412355414

5DEC201416052237

Squeeze-Out Mergerand

Offer to ExchangeEach

Registered Shareof

For

$16.00 Cash and 0.8998 Securities in Amec Foster Wheeler plc(formerly AMEC plc)

by

AMEC INTERNATIONAL INVESTMENTS BVa wholly-owned subsidiary of

AMEC FOSTER WHEELER PLCOn 7 October 2014, AMEC International Investments BV, a company organised under the laws of the Netherlands and a direct wholly-owned

subsidiary of Amec Foster Wheeler plc, a company organised under the laws of England and Wales, which is referred to as AMFW, offered to acquire all ofthe issued and to be issued registered shares, par value CHF3.00 per share, or Foster Wheeler shares, of Foster Wheeler AG, a company organised underthe laws of Switzerland, upon the terms and subject to the conditions set forth in this prospectus, as amended or supplemented from time to time, which isreferred to as the Offer. Upon completion of the Offer on 13 November 2014, AMFW, through AMEC International Investments BV, indirectly acquired95.275 per cent. of the 100,126,791 outstanding and publicly held Foster Wheeler shares (excluding 6,591,700 treasury shares). Therefore, pursuant to theimplementation agreement dated 13 February 2014 as amended by the letter agreement dated 28 March 2014, the deed of amendment dated 28 May 2014and the deed of amendment dated 2 October 2014, each between AMFW and Foster Wheeler, which are collectively referred to as the ImplementationAgreement, and the merger agreement among A-FW International Investments GmbH, which is referred to as Swiss MergeCo, AMEC InternationalInvestments BV and Foster Wheeler dated 8 December 2014, referred to as the Merger Agreement, AMFW, through AMEC International Investments BV,has initiated a squeeze-out merger to acquire the remaining issued and to be issued Foster Wheeler shares, referred to as the Squeeze-Out Merger, underarticle 3, paragraph 1, subparagraph a of the Swiss Federal Act of Mergers, Demergers, Conversion and Transfer of Assets and Liabilities, or the SwissMerger Act.

In the Squeeze-Out Merger each remaining Foster Wheeler shareholder will receive, for each outstanding Foster Wheeler share held, a combinationof $16.00 cash and either (i) 0.8998 AMFW ordinary shares, nominal value 0.50 per share, or the AMFW shares, if the shareholders address on the booksand records of Foster Wheeler is outside the United States, or (ii) 0.8998 AMFW American depositary shares, each representing one (1) AMFW share, orAMFW ADSs, if the shareholders address on the books and records of Foster Wheeler is in the United States. The cash portion of the consideration youwill receive will be increased by an amount equal to the AMFW cash dividend of 0.148, which is referred to as the Dividend Amount, announced byAMFW on 7 August 2014 (as converted into US dollars based on the reference rates to be published by the European Central Bank on 5 January 2015 or,if the cash dividend is paid on another date, on such other date) for each AMFW share or AMFW ADS you receive.

If your address is not on the books and records of Foster Wheeler, you will have ten (10) years from the date that the Squeeze-Out Merger isregistered in the Commercial Register of the Canton of Zug, Switzerland to provide that information or submit a claim for payment.

THE CURRENT BOARD OF FOSTER WHEELER, OR THE FOSTER WHEELER BOARD, HAS APPROVED THE MERGER AGREEMENT ANDRECOMMENDS THAT HOLDERS OF FOSTER WHEELER SHARES VOTE TO APPROVE THE MERGER AGREEMENT AT FOSTER WHEELERSEXTRAORDINARY GENERAL MEETING TO BE HELD ON 19 JANUARY 2015, REFERRED TO AS THE FOSTER WHEELER EGM.

AMFWs shares are listed and admitted to trading on the London Stock Exchanges, or the LSEs, main market for listed securities under the symbolAMFW. The closing price of an AMFW share on the LSE on 15 December 2014 was 7.90. AMFW ADSs are listed on the New York Stock Exchange,or the NYSE, under the symbol AMFW. The closing price of an AMFW ADS on the NYSE on 15 December 2014 was $12.25.

FOR A DISCUSSION OF RISK FACTORS THAT YOU SHOULD CAREFULLY CONSIDER IN RELATION TO THESQUEEZE-OUT MERGER, SEE RISK FACTORS BEGINNING ON PAGE 31.

THIS PROSPECTUS CONTAINS DETAILED INFORMATION CONCERNING THE SQUEEZE-OUT MERGER. AMFW RECOMMENDS THATYOU READ THIS PROSPECTUS CAREFULLY. FOSTER WHEELER HAS ALSO FILED A DEFINITIVE PROXY STATEMENT ON SCHEDULE 14ADATED 19 DECEMBER 2014, WHICH CONTAINS DETAILED INFORMATION ABOUT THE SQUEEZE-OUT MERGER AND THE FOSTERWHEELER EGM.

THIS PROSPECTUS IS NOT AN OFFER TO SELL SECURITIES AND IS NOT A SOLICITATION OF AN OFFER TO BUY SECURITIES, NORSHALL THERE BE ANY SALE OR PURCHASE OF SECURITIES PURSUANT HERETO, IN ANY JURISDICTION IN WHICH SUCH OFFER, SALEOR SOLICITATION IS NOT PERMITTED OR WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE LAWS OFANY SUCH JURISDICTION.

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES TO BEISSUED IN CONNECTION WITH THE SQUEEZE-OUT MERGER AND THE OFFER OR HAS PASSED UPON THE ADEQUACY OR ACCURACY OFTHE DISCLOSURE IN THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE IN THE UNITED STATES.

THIS IS NOT A PROSPECTUS PUBLISHED IN ACCORDANCE WITH THE PROSPECTUS RULES MADE UNDER PART VI OF THE UNITEDKINGDOM FINANCIAL SERVICES AND MARKETS ACT 2000 (AS SET OUT IN THE FINANCIAL CONDUCT AUTHORITY HANDBOOK), OR THEUK PROSPECTUS RULES. AMFW HAS PUBLISHED A PROSPECTUS UNDER THE UK PROSPECTUS RULES IN CONNECTION WITH ITSAPPLICATION FOR ADMISSION OF AMFW ORDINARY SHARES TO LISTING ON THE PREMIUM SEGMENT OF THE OFFICIAL LIST OF THEUNITED KINGDOM LISTING AUTHORITY AND TO TRADING ON THE MAIN MARKET OF THE LONDON STOCK EXCHANGE. A COPY OFSUCH PROSPECTUS MAY BE OBTAINED AT AMFWS WEBSITE (WWW.AMECFW.COM) FOLLOWING APPROVAL BY THE FINANCIAL CONDUCTAUTHORITY OF THE UNITED KINGDOM.

The date of this prospectus is 19 December 2014.

IMPORTANT INFORMATION

This prospectus is not an offer to sell securities and it is not a solicitation of an offer to buysecurities, nor shall there be any sale or purchase of securities pursuant hereto, in any jurisdiction inwhich such offer, solicitation or sale is not permitted or would be unlawful prior to registration orqualification under the laws of any such jurisdiction. If you are in any doubt as to your eligibility toparticipate in the Squeeze-Out Merger, you should contact your professional adviser immediately.

This prospectus has not been, and will not be, lodged with the Australian Securities andInvestments Commission, which is referred to as ASIC, as a disclosure document for the purposes ofthe Corporations Act of Australia 2001, referred to as the Corporations Act. This prospectus does notpurport to include the information required of a disclosure document under Chapter 6D of theCorporations Act. Any securities received in the Squeeze-Out Merger may not be offered for sale (ortransferred, assigned or otherwise alienated) to investors in Australia for at least 12 months afterissuance, except in circumstances where disclosure to investors is not required under Chapter 6D of theCorporations Act or unless a disclosure document that complies with the Corporations Act is lodgedwith ASIC. Each investor acknowledges the above and gives an undertaking not to sell those shares(except in the circumstances referred to above) for 12 months after issuance.

ABOUT THIS DOCUMENT

This document, which forms part of a registration statement on Form F-4 filed with the SEC byAMFW, constitutes a prospectus of AMFW under Section 5 of the US Securities Act of 1933, asamended, with respect to the shares of AMFW, which are referred to as the AMFW shares, underlyingthe American Depositary Shares representing the AMFW shares, which are referred to as AMFWADSs, to be delivered to Foster Wheeler shareholders pursuant to the Squeeze-Out Merger.

CURRENCIES

In this prospectus, unless otherwise specified or the context otherwise requires:

CHF and Swiss Franc each refer to the lawful currency of the Swiss Confederation;

and pound sterling each refer to the lawful currency of the United Kingdom of GreatBritain and Northern Ireland; and

$ and US dollar each refer to the US dollar.

REFERENCE TO ADDITIONAL INFORMATION

Foster Wheeler files annual, quarterly and other reports, proxy statements and other informationwith the SEC. AMFW has filed a registration statement on Form F-4 with the SEC. You can obtaindocuments related to AMFW and Foster Wheeler, without charge, by requesting them in writing or bytelephone from the appropriate company.

Amec Foster Wheeler Foster Wheeler Foster WheelerOld Change House 53 Frontage Road Lindenstrasse 10

128 Queen Victoria Street P.O. Box 9000 6340 Baar, SwitzerlandLondon EC4V 4BJ Hampton, NJ 08827 9000 +41 41 748 4320

United Kingdom United States www.fwc.com+44 (0) 20 7429 7500 +1 (908) 730 4000

Attention: Investor Relations Attention: Corporate Secretarywww.amecfw.com www.fwc.com

You may also obtain copies of these documents, without charge, from the website maintained bythe SEC at www.sec.gov.

See Additional Information for Security HoldersWhere You Can Find More Informationbeginning on page 432.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE SQUEEZE-OUT MERGER AND THEOFFER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF AMFW . . . . . . . . . . 16

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF FOSTERWHEELER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIALINFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

COMPARATIVE HISTORICAL AND PRO FORMA SHARE INFORMATION . . . . . . . . . . . 25

COMPARATIVE MARKET INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

EXCHANGE RATE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

PRESENTATION OF CERTAIN FINANCIAL AND OTHER INFORMATION . . . . . . . . . . 57

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS . . . . . 65

RECENT DEVELOPMENTS OF AMFW AND FOSTER WHEELER . . . . . . . . . . . . . . . . . 66

INDICATIVE TIMETABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68

BACKGROUND TO AND REASONS FOR THE SQUEEZE-OUT MERGER . . . . . . . . . . . 69

THE SQUEEZE-OUT MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96

MATERIAL AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99

INFORMATION ABOUT SWISS MERGECO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108

INFORMATION ABOUT AMEC INTERNATIONAL INVESTMENTS BV . . . . . . . . . . . . . 109

INFORMATION ABOUT AMFW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110

OPERATING AND FINANCIAL REVIEW OF AMFW . . . . . . . . . . . . . . . . . . . . . . . . . . . . 156

INFORMATION ABOUT FOSTER WHEELER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 180

OPERATING AND FINANCIAL REVIEW OF FOSTER WHEELER . . . . . . . . . . . . . . . . . 200

MANAGEMENT OF AMEC INTERNATIONAL INVESTMENTS BV AND AMFW . . . . . . 270

REMUNERATION OF AMFWS DIRECTORS AND SENIOR MANAGEMENT . . . . . . . . . 292

REMUNERATION PAID BY FOSTER WHEELER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 313

RELATED PARTY TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 334

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS, DIRECTORS ANDMANAGEMENT OF AMFW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 335

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS AND MANAGEMENTOF FOSTER WHEELER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 339

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION . . 342

MATERIAL TAX CONSEQUENCES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 368

DESCRIPTION OF AMFW SHARES AND ARTICLES OF ASSOCIATION . . . . . . . . . . . . 376

DESCRIPTION OF AMFW AMERICAN DEPOSITARY SHARES . . . . . . . . . . . . . . . . . . . 385

COMPARISON OF SHAREHOLDERS RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 397

INTERESTS OF FOSTER WHEELER, AMEC INTERNATIONAL INVESTMENTS BVAND AMFW AND THEIR DIRECTORS AND OFFICERS . . . . . . . . . . . . . . . . . . . . . . . 420

MARKET PRICE AND DIVIDEND DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 427

LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 430

EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 431

ADDITIONAL INFORMATION FOR SECURITY HOLDERS . . . . . . . . . . . . . . . . . . . . . . 432

SERVICE OF PROCESS AND ENFORCEABILITY OF CIVIL LIABILITIES UNDER USSECURITIES LAWS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 433

CERTAIN DEFINED TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 434

INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS OF AMFW . . . . . . . . . . . F-1

INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS OF FOSTER WHEELER F-91

INDEX TO THE RECONCILIATION OF FOSTER WHEELERS FINANCIALINFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-271

FAIRNESS OPINION OF IFBC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . D-1

QUESTIONS AND ANSWERS ABOUT THE SQUEEZE-OUT MERGER AND THE OFFER

The following are some of the questions that you, as a Foster Wheeler shareholder, may have regardingthe Squeeze-Out Merger, the Offer, the Foster Wheeler EGM and the Merger Agreement along with answersto those questions. These questions and answers, as well as the following summary, are not meant to be asubstitute for the information contained in the remainder of this prospectus or the appendices to thisprospectus, and the information is qualified in its entirety by the more detailed descriptions and explanationscontained therein.

Q. Why is AMFW seeking to acquire all of the issued and to be issued Foster Wheeler shares?

A. As a result of the Offer (which completed on 13 November 2014), AMFW, through AMECInternational Investments BV, indirectly acquired 95.275 per cent. of the Foster Wheeler shares.AMFW, through AMEC International Investments BV, intends to implement the Squeeze-OutMerger to complete its acquisition of Foster Wheeler. AMFW believes that its acquisition ofFoster Wheeler, or the Acquisition, provides a number of strategic opportunities, includingenabling AMFW to expand its operations across the entire oil and gas value chain, and increasingAMFWs presence in regions where it currently has less exposure and which it considers to offerhigher growth opportunities, such as the Middle East and Latin America.

Q. What is the Squeeze-Out Merger?

A. Foster Wheeler has entered into a Merger Agreement with Swiss MergeCo and AMECInternational Investments BV pursuant to which, when approved by the Swiss MergeCoquotaholder and Foster Wheeler shareholders (including AMEC International Investments BV),Foster Wheeler will merge with and into Swiss MergeCo. AMEC International Investments BVsshareholding, as holder of over 90 per cent. of the outstanding Foster Wheeler shares, is sufficientto approve Foster Wheelers entry into the Merger Agreement. Accordingly, through AMECInternational Investments BV, AMFW intends to vote in favour of Foster Wheelers entry into theMerger Agreement. Similarly, pursuant to the Implementation Agreement, AMFW has agreed tocause all members of its group, including AMEC International Investments BV and SwissMergeCo, to comply with all of their obligations in connection with the Squeeze-Out Merger. Formore information on the Implementation Agreement, see Material AgreementsImplementationAgreement. As a result, the directors of AMFW and Foster Wheeler expect the MergerAgreement to be approved at the Foster Wheeler EGM on 19 January 2015 and the Squeeze-OutMerger to become effective upon its registration with the Commercial Register of the Canton ofZug, Switzerland.

Q. What consideration will I receive for my Foster Wheeler shares in the Squeeze-Out Merger?

A. As defined and described in more detail below under The Squeeze-Out MergerMergerConsideration, in the Squeeze-Out Merger, each Foster Wheeler share will be converted into theright to receive a combination of $16.00 in cash, or the Cash Consideration, and either (i) 0.8998AMFW shares, if your address on the books and records of Foster Wheeler is outside the UnitedStates or (ii) 0.8998 AMFW ADSs, if your address on the books and records of Foster Wheeler isin the United States, in either case, the Share Consideration, and together with CashConsideration, the Merger Consideration. The Share Consideration will not include any fractionalAMFW securities; instead, as described below, any fractional AMFW securities will becompensated in cash.

Additionally, the cash portion of the consideration that you receive will be increased by an amountequal to the AMFW cash dividend of 0.148 announced by AMFW on 7 August 2014 (asconverted into US dollars based on rates to be published by the European Central Bank on

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5 January 2015 or, if the cash dividend is paid on another date, such other date) for each AMFWshare or AMFW ADS that you receive, or the Dividend Amount.

If your address is not on the books and records of Foster Wheeler, you will have ten (10) yearsfrom the date that the Squeeze-Out Merger is registered in the Commercial Register to providethat information or submit a claim for payment.

Q. What will happen to Foster Wheeler as a result of the Squeeze-Out Merger?

A. The Squeeze-Out Merger will be legally effective upon registration in the Commercial Register ofthe Canton of Zug, Switzerland. Upon such registration all the assets and liabilities of FosterWheeler will transfer to Swiss MergeCo by operation of law and Foster Wheeler will cease to existas a separate company.

Q. How will the cash component of the Squeeze-Out Merger be financed?

A. The cash component of the Squeeze-Out Merger (approximately $76 million, excluding theadditional cash consideration in the amount of the AMFW dividend that is being provided toFoster Wheelers shareholders in addition to the Merger Consideration) will be financed through acombination of AMFWs existing cash resources and debt financing. The debt financing has beenarranged through a combination of new bank facilities from Bank of America Merrill LynchInternational Limited, Bank of Tokyo Mitsubishi UFJ, Ltd., Barclays Bank PLC and The RoyalBank of Scotland plc, or the Lenders, including a bridging facility and an additional revolvingcredit facility.

Q. Who is AMFW?

A. AMFW is a focused supplier of consultancy, engineering and project management services to itscustomers in the worlds oil and gas, mining, clean energy, environment and infrastructure markets.AMFW provides support for assets, such as upstream oil and gas production facilities, mines andnuclear power stations, throughout their lifecycle, from inception to decommissioning. For the sixmonths ended 30 June 2014, AMFWs revenue was 1,858 million and its trading profit was152 million. For the year ended 31 December 2013, AMFWs revenue was 3,974 million and itstrading profit was 343 million. For the six months ended 30 June 2014, AMFW employed anaverage of 27,032 people. See Presentation of Certain Financial and Other InformationNon-IFRS and Non-US GAAP Financial Measures in this prospectus for a reconciliation oftrading profit to the nearest IFRS measure, profit before net financing income.

AMFW is incorporated and registered in England and Wales. AMFW is headquartered at OldChange House, 128 Queen Victoria Street, London EC4V 4BJ, United Kingdom, its registeredoffice is at Booths Park, Chelford Road, Knutsford, Cheshire WA16 8QZ, United Kingdom and itsmain telephone number is +44 (0) 20 7429 7500. AMFW shares are listed on the Official List ofthe UK Listing Authority, referred to as the UKLA, and admitted to trading on the main marketof the LSE under the symbol AMFW. The AMFW ADSs are traded on the NYSE under thesymbol AMFW.

Q. Who are Swiss MergeCo and AMEC International Investments BV?

A. Swiss MergeCo was formed by AMEC International Investments BV on behalf of AMFW solelyfor the purpose of effecting the Squeeze-Out Merger. Swiss MergeCo was incorporated on14 November 2014 under the laws of Switzerland and registered in the Canton of Zug. Alloutstanding quotas of Swiss MergeCo are held by AMEC International Investments BV. SwissMergeCos principal offices are located c/o Foster Wheeler AG at Lindenstrasse 10, 6340 Baar,Switzerland. AMEC International Investments BV is a direct wholly-owned subsidiary of AMFW.

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All outstanding shares of AMEC International Investments BV are owned by AMFW. AMECInternational Investments BVs principal executive offices are located at Facility Point, Meander251, 6825 MC Arnhem, the Netherlands.

Q. Does the AMFW board of directors support the Squeeze-Out Merger?

A. Yes. The AMFW board of directors, or the AMFW Board, has, pursuant to the ImplementationAgreement, agreed to cause all members of its group, including AMEC InternationalInvestments BV and Swiss MergeCo, to comply with all of their obligations in connection with theSqueeze-Out Merger.

Q. Does the Foster Wheeler Board support the Squeeze-Out Merger?

A. Yes. Foster Wheelers pre-acquisition board of directors, or the Pre-Acquisition Board,unanimously determined that the Implementation Agreement (including the Squeeze-Out Merger)and the Offer are in the best interests of Foster Wheeler and fair to Foster Wheelersshareholders.

The current board of directors of Foster Wheeler, or the Foster Wheeler Board, has determined toapprove the Merger Agreement and to recommend that holders of Foster Wheeler shares vote toapprove the Merger Agreement.

However, each of the members of the Foster Wheeler Board is also either an employee of AMFWor a current or future member of the AMFW Board.

Q. Can the interests of the Foster Wheeler directors and executive officers differ from Foster Wheelershareholders generally?

A. Yes. Foster Wheelers directors and executive officers may have interests in the Squeeze-OutMerger that are different from, or in addition to, those of Foster Wheelers shareholders generally.These interests may present such directors and executive officers with actual or potential conflictsof interests and include, among others, that each of the members of the Foster Wheeler Board andcertain executive officers are also either an employee of AMFW or a current or future member ofthe AMFW Board, and that certain of Foster Wheelers directors continue to be covered byindemnification and insurance, with respect to claims arising out of or from services provided toFoster Wheeler and/or AMFW. Additionally, certain of Foster Wheelers directors that wereappointed to the AMFW Board, in connection with their appointment to the AMFW Board,entered into agreements by which they have agreed to comply with and act on the instructionsprovided by AMFW, subject to certain exceptions. See Interests of Foster Wheeler, AMECInternational Investments BV and AMFW and Their Directors and Officers in this prospectus.

Q. Will I receive a proxy statement?

A. Yes, you will receive a proxy statement and, if relevant, an enclosed proxy card if, as of the RecordDate, you own Foster Wheeler shares. The proxy statement will describe a proposal to approve theMerger Agreement on which Foster Wheeler would like you to vote.

AMFW recently completed the Offer to purchase all of the issued and to be issued FosterWheeler shares through its direct wholly-owned subsidiary, AMEC International Investments BV.As a result of the Offer, AMFW indirectly acquired 95.275 per cent. of the outstanding andpublicly held Foster Wheeler shares. AMFW, through AMEC International Investments BV, is nowinitiating the Squeeze-Out Merger to acquire 100 per cent. ownership of Foster Wheeler. Pursuantto the Swiss Merger Act, AMFW can effect a squeeze-out of the remaining Foster Wheeler shareswith approval of at least 90 per cent. of the outstanding Foster Wheeler shares.

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The proxy statement will also give you information about Foster Wheeler, AMFW and SwissMergeCo and other background information so that you can make an informed decision on theproposal to approve the Merger Agreement.

Q. Where can I obtain a copy of the proxy statement?

A. Foster Wheeler has filed the definitive proxy statement on Schedule 14A with the SEC. You mayread and copy any reports, statements or other information on file with the SEC at the SECspublic reference room located at 100 F Street, N.E., Washington, D.C. 20549. SEC filings are alsoavailable to the public from commercial prospectus retrieval services and at the internet websitemaintained by the SEC at www.sec.gov. You may also request copies by writing or telephoningFoster Wheelers offices at Foster Wheeler AG, c/o Foster Wheeler Inc., 53 Frontage Road,P.O. Box 9000, Hampton, New Jersey 08827-9000, Attn: Corporate Secretary, Telephone:+1 908 730 4000, Facsimile: +1 908 730 5300 or Foster Wheeler AG, Lindenstrasse 10, 6340 Baar,Switzerland, Telephone: +41 41 748 4320, Facsimile: +41 41 748 4321.

Q. What shareholder approvals are required to approve the Merger Agreement?

A. Approval of the Merger Agreement requires 90 per cent. of the outstanding voting rights of FosterWheeler to effectuate the Squeeze-Out Merger. AMEC International Investments BV currentlyowns 95.275 per cent. of the outstanding Foster Wheeler shares and intends to vote in favour ofthe approval of the Merger Agreement. Therefore, AMEC International Investments BV directly,and AMFW indirectly, holds the voting power necessary to approve the Merger Agreementwithout the support of any other Foster Wheeler shareholder. In addition, the Merger Agreementmust also be approved by at least three quarters of all quotaholders, representing at least threequarters of the quota capital of Swiss MergeCo. Swiss MergeCos meeting of quotaholders will beheld on 19 January 2015.

Q. Once the Squeeze-Out Merger has been approved, is there anything that I need to do?

A. No. If your address is outside the United States, you will receive your Share Consideration in theform of certificated AMFW shares, which will be mailed to the address on the books and recordsof Foster Wheeler. If your address is inside the United States, you will receive your ShareConsideration in the form of AMFW ADSs issued in book-entry form as part of the DirectRegistration System (described below under Description of AMFW American DepositarySharesDirect Registration System) and the exchange agent will deposit the applicable numberof AMFW ADSs to be registered in your name. You will receive your Cash Consideration by wayof a check mailed, by the exchange agent, to the address on the books and records of FosterWheeler, which will also include the compensation for fractions to each shareholder who would beentitled to receive a fraction of an AMFW share or an AMFW ADS, as well as the additional cashconsideration that you will receive will be increased by an amount equal to the AMFW cashdividend of 0.148 announced by AMFW on 7 August 2014 (as converted into US dollars based onthe reference rates to be published by the European Central Bank on 5 January 2015 or, if thecash dividend is paid on another date, such other date) for each AMFW share or AMFW ADSthat you receive.

However, if your Foster Wheeler shares are held in a brokerage or other custodial account, consultthe broker or custodian associated with such account to determine the address associated with yourFoster Wheeler shares.

If your address is not on the books and records of Foster Wheeler, your Merger Consideration willbe held for a period of ten (10) years from the date of the registration of the Squeeze-Out Mergerin the Commercial Register. Under the Merger Agreement, if you do not provide the information

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which is required for the payment of the Merger Consideration within ten (10) years of date of theregistration of the Squeeze-Out Merger in the Commercial Register, or if you do not submit yourclaim for payment of the Merger Consideration within that time, AMEC InternationalInvestments BV may dispose freely of your respective AMFW shares or AMFW ADSs and yourrespective cash amounts.

Upon completion of the Squeeze-Out Merger, Foster Wheeler will cease to exist and all FosterWheeler shares will be cancelled.

Q. When is the Squeeze-Out Merger expected to complete?

A. The Squeeze-Out Merger is currently expected to be completed in early 2015, following theapproval of the Merger Agreement by holders of at least 90 per cent. of the outstanding votingrights of Foster Wheeler, as described in this prospectus, and by at least three quarters of allquotaholders, representing at least three quarters of the quota capital of Swiss MergeCo. SwissMergeCos meeting of quotaholders will be held on 19 January 2014, as well as satisfaction ofcertain other conditions specified in the Merger Agreement.

Q. When will I receive the Merger Consideration?

A. Assuming the Squeeze-Out Merger is completed, the exchange agent will deliver AMFW shares orAMFW ADSs (according to the address associated with your Foster Wheeler shares, as describedabove) and cash as promptly as practicable. For more information about the procedure forsettlement, please see The Squeeze-Out MergerMerger Consideration on page 96.

Q. Will I have to pay any transaction fees or brokerage commissions?

A. You will not have to pay any transaction fees or brokerage commissions as a result of the exchangeof your Foster Wheeler shares for AMFW shares or AMFW ADSs in the Squeeze-Out Merger ifyour Foster Wheeler shares are registered in your name in the Foster Wheeler share register. Ifyour Foster Wheeler shares are held through a bank or broker or a custodian linked to a stockexchange, you should consult with them as to whether or not they charge any transaction fee orservice charges in connection with the Squeeze-Out Merger.

Q. What is an AMFW ADS?

A. An ADS is a security that allows shareholders in the United States to hold and trade interests inforeign-based companies more easily. ADSs are often evidenced by certificates known as Americandepositary receipts, or ADRs. Each AMFW ADS represents one AMFW share.

AMFW ADSs are traded on the NYSE, where they are listed under the symbol AMFW.

Q. What are the differences between holding AMFW ADSs and AMFW shares?

A. You will receive AMFW ADSs as your Share Consideration if your address on the books andrecords of Foster Wheeler is inside the United States.

AMFW ADSs and AMFW shares differ in the following regards: (i) AMFW ADSs trade on theNYSE, whereas AMFW shares trade on the LSE and do not trade on any US national securitiesexchange; (ii) holders of AMFW ADSs will be able to receive dividends in US dollars whereasholders of AMFW shares are unable to elect to receive dividends in US dollars; (iii) unlikeAMFW shares, trading of AMFW ADSs in the United States is not subject to UK stamp tax; and(iv) the settlement cycle in the United States is different from that in the United Kingdom. Incertain limited circumstances, it may not be possible, for certain reasons outlined in Descriptionof AMFW American Depositary Shares, for the AMFW depositary to make cash, share or other

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distributions to holders of AMFW ADSs. In addition, holders of AMFW ADSs will not be entitledto attend AMFWs shareholders meetings and will only be able to vote by giving timelyinstructions to the AMFW depositary in advance of the meeting, unless, in each case, a proxy bythe AMFW depositary is furnished to them.

Q. What if I want to hold the AMFW shares in the form of AMFW ADSs?

A. AMFW has established an ADS facility in the United States, and AMFW ADSs issued thereunderhave been registered with the SEC and are listed on the NYSE. AMFW ADSs commenced tradingon the NYSE on 13 November 2014. AMFW ADSs were issued under the facility operated byDeutsche Bank Trust Company Americas, as depositary for the AMFW ADSs, or the AMFWdepositary, at the ratio of one AMFW ADS for every one AMFW share. The rights of holders ofAMFW ADSs will be governed by the terms of a deposit agreement among the AMFW depositary,AMFW and the owners and beneficial owners of AMFW ADSs. See Description of AMFWAmerican Depositary Shares.

You may direct any questions related to the AMFW ADS facility to Deutsche Bank TrustCompany Americas at +1 212 250 9100.

Q. How will my rights as a Foster Wheeler shareholder change upon completion of the Squeeze-OutMerger?

A. The rights of Foster Wheeler shareholders are governed by Swiss law. As a result of theSqueeze-Out Merger, you will become a holder of AMFW securities, either in the form of AMFWshares or AMFW ADSs. Your rights as a holder of AMFW shares will be governed by English lawand by AMFWs Articles of Association. Your rights as a holder of AMFW ADSs will be governedby the deposit agreement among the AMFW depositary, AMFW and the owners and beneficialowners of AMFW ADSs. For a discussion of the differences in such rights of holders, seeComparison of Shareholders Rights and Description of AMFW American Depositary Shares.

Q. Are Foster Wheeler shareholders able to exercise appraisal rights?

A. Yes, if your Foster Wheeler shares are registered in your name, you can exercise appraisal rightsunder Article 105 of the Swiss Merger Act by filing a suit against the surviving company with thecompetent Swiss civil court in the Swiss Canton of Zug (the place of incorporation of FosterWheeler and Swiss MergeCo). The suit must be filed within two months after the Squeeze-OutMerger resolution has been published in the Swiss Official Gazette of Commerce. A shareholderwho has voted in favour of the approval of the Merger Agreement may not be able to file a suit. Ifsuch a suit is filed by Foster Wheeler shareholders who did not vote in favour of approving theMerger Agreement, the court will determine whether the compensation established in theSqueeze-Out Merger was inadequate and the amount of compensation due to the relevantshareholder, if any, and such courts determination will benefit remaining Foster Wheelershareholders in the same legal position. The filing of an appraisal suit will not prevent completionof the Squeeze-Out Merger.

If you are a beneficial owner and your Foster Wheeler shares are held in street name by abroker or custodian, you should consult with your broker or custodian. For more informationabout appraisal rights, please see The Squeeze-Out MergerAppraisal Rights on page 97.

Q. What are the consequences of voting against the Squeeze-Out Merger in connection with theexercise of appraisal rights?

A. None. Voting against the Squeeze-Out Merger will have no negative consequences with respect tothe exercise of appraisal rights by those shareholders voting against the Squeeze-Out Merger.

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Foster Wheeler shareholders voting against the Squeeze-Out Merger may file an appraisal suitagainst Swiss MergeCo, but will receive the Merger Consideration for their Foster Wheeler sharesat the same time as any other Foster Wheeler shareholders, irrespective of whether or not theyexercise their appraisal rights under Article 105 of the Swiss Merger Act as described above.

Q. Is the Squeeze-Out Merger a going-private transaction?

A. AMFW believes that the Squeeze-Out Merger is exempt from the provisions of, and does notconstitute a going-private transaction within the meaning of, Rule 13e-3 under the US SecuritiesExchange Act of 1934, referred to as Rule 13e-3. Under Rule 13e-3(a)(1), a transaction that,among other things (i) occurs within one year of the date of termination of a tender offer, and(ii) where the consideration offered is at least equal to the highest consideration offered duringthe tender offer will not be subject to the provisions of, and will not constitute, a going-privatetransaction.

Q. What percentage of AMFW shares will be owned by the former holders of Foster Wheeler sharesafter the Squeeze-Out Merger is completed?

A. After giving effect to the Offer and the Squeeze-Out Merger, former holders of Foster Wheelershares (including Foster Wheeler shareholders who tendered into the Offer) will have been issuedapproximately 90 million AMFW shares (in the form of shares or ADSs), or approximately 23 percent. of the enlarged AMFW share capital.

Q. What are the tax consequences if the Squeeze-Out Merger occurs?

A. Foster Wheeler shareholders may be subject to Swiss tax and US federal income tax consequencesas a result of the Squeeze-Out Merger and acquiring, owning or disposing of AMFW securities.

Under Swiss law this includes, among other things, recognition of a taxable capital gain or atax-deductible capital loss for Swiss resident Foster Wheeler shareholders who hold their FosterWheeler shares as business assets or who classify as a professional securities dealer and whoreceive consideration in the Squeeze-Out Merger.

A US Holders receipt of AMFW securities and cash in the Squeeze-Out Merger generally will bea taxable transaction for US federal income tax purposes, unless the Acquisition qualifies as atax-deferred reorganisation under section 368(a) of the US Internal Revenue Code, which isreferred to as a Reorganisation. If the Squeeze-Out Merger occurs and the acquisition of FosterWheeler qualifies as a Reorganisation, a US Holder whose Foster Wheeler shares are extinguishedin the Squeeze-Out Merger will recognise gain only if such US Holder receives cash in exchangefor the Foster Wheeler shares extinguished in the Squeeze-Out Merger. Such gain will equal thelesser of (i) the amount of cash received or (ii) the excess, if any, of (a) the sum of the fair marketvalue of AMFW securities and cash received over (b) such US Holders adjusted tax basis in itsFoster Wheeler shares extinguished in the Squeeze-Out Merger. If the Squeeze-Out Merger occursand the Acquisition nevertheless fails to qualify as a Reorganisation, a US Holder will recognisegain or loss equal to the difference between (i) the fair market value of the AMFW securitiesand/or cash received and (ii) the US Holders adjusted tax basis in its Foster Wheeler sharesextinguished in the Squeeze-Out Merger.

For more information on the Swiss and US tax consequences of the Squeeze-Out Merger, see thesection of this prospectus entitled Material Tax Consequences. You should consult your own taxadviser on the tax consequences to you of receiving AMFW securities and cash in the Squeeze-OutMerger.

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Q. What is the market value of the Foster Wheeler shares as of a recent date?

A. On 3 December 2014, the last trading day of Foster Wheeler shares on NASDAQ, the closingprice of the Foster Wheeler shares reported on NASDAQ was $27.52 per Foster Wheeler share.

Q. What is the market value of AMFW shares and AMFW ADSs as of a recent date?

A. On 15 December 2014, the latest practicable date before the date of this prospectus, the closingprice of the AMFW shares reported on the LSE was 7.90 per AMFW share, and the closing priceof an AMFW ADS on the NYSE was $12.25 per AMFW ADS.

Q. Where can I find more information about AMFW and Foster Wheeler?

A. You can find more information about AMFW and Foster Wheeler by reading this prospectus andfrom various sources described in the section of this prospectus entitled Additional Informationfor Security HoldersWhere You Can Find More Information.

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SUMMARY

The following summary highlights material information contained in this prospectus. It does notcontain all of the information that may be important to you. In particular, you should read the documentsattached to this prospectus which are made part of this prospectus. This summary and the balance of thisprospectus contain forward-looking statements about events that are not certain to occur as described, or atall, and you should not place undue reliance on those statements. Please carefully read the section entitledCautionary Statement Regarding Forward-Looking Statements. You are urged to read carefully this entiredocument (including the annexes) and other documents that are referred to in this prospectus in order tofully understand the transactions contemplated by the Implementation Agreement. See AdditionalInformation for Security HoldersWhere You Can Find More Information. Most items in this summaryinclude a page reference directing you to a more complete description of those items.

Completion of the Offer

On 7 October 2014, AMFW commenced an offer to acquire all of the Foster Wheeler shares inexchange for $16.00 in cash and 0.8998 AMFW securities for each Foster Wheeler share held. FosterWheeler shareholders could elect to receive either (i) $32.00 in cash or (ii) 1.7996 AMFW securities, inthe form of AMFW shares or AMFW ADSs, subject to proration. The Offer was extended to12 November 2014 and, on 13 November 2014, AMFW announced the completion of the Offer. On21 November 2014, AMFW announced the final proration results of the Offer: a total of 95,395,711Foster Wheeler shares (representing 95.275 per cent. of the outstanding Foster Wheeler shares notincluding 3,768,740 Foster Wheeler shares subject to notices of guaranteed delivery that were notvalidly tendered) were validly tendered and not withdrawn from the Offer. AMFW, through AMECInternational Investments BV, currently owns 95.275 per cent. of the outstanding Foster Wheelershares. As a result, AMFW, through AMEC International Investments BV, has initiated a Squeeze-OutMerger of Foster Wheeler with and into Swiss MergeCo under article 3, paragraph 1, subparagraph aof the Swiss Merger Act.

The Companies

Swiss MergeCo (see page 108)

Swiss MergeCo was formed by AMFW solely for the purposes of effecting the Squeeze-OutMerger. Swiss MergeCo was incorporated on 14 November 2014 under the laws of Switzerland andregistered in the Canton of Zug. All of the outstanding quotas of Swiss MergeCo are held by AMECInternational Investments BV. Swiss MergeCos principal offices are located c/o Foster Wheeler AG atLindenstrasse 10, 6340 Baar, Switzerland, and its telephone number is +41 41 748 4320.

AMEC International Investments BV (see page 109)

AMEC International Investments BV is a direct wholly-owned subsidiary of AMFW. Alloutstanding shares of AMEC International Investments BV are owned by AMFW. AMEC InternationalInvestments BVs principal executive offices are located at Facility Point, Meander 251, 6825 MCArnhem, the Netherlands, and its telephone number is +31 (0) 88 2174 111.

AMFW (see page 110)

AMFW is a focused supplier of consultancy, engineering and project management services to itscustomers in the worlds oil and gas, mining, clean energy, environment and infrastructure markets.AMFW provides support for assets such as upstream oil and gas production facilities, mines andnuclear power stations throughout their lifecycle from inception to decommissioning.

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AMFW operates in more than 40 countries worldwide through three business units: the Americas,Europe and Growth Regions (which includes Africa, the Middle East and Australasia). AMFWsgeographical structure is designed to promote collaboration across services and markets and betweenpeople, which AMFW believes improves its service offering to customers and enhances its growthopportunities. As part of the integration of Foster Wheeler, AMFW is reviewing the operations of thecombined business to ensure that they are structured in a manner that will enable it to provide itscustomers with high-quality services across its geographic regions. AMFW will do so by reconstitutingAMFWs geographic business units (as described below) and Foster Wheelers existing Global PowerGroup. AMFW expects to implement its new operational structure in the first quarter of 2015.

AMFW provides the following services by markets:

Oil & Gas, comprising a broad range of services, including engineering, project management andasset support to onshore and offshore projects for the conventional oil and gas market, as wellas unconventional oil and gas projects, in particular oil sands;

Mining, comprising consultancy, design, design/supply, and project and construction managementservices for mining companies worldwide;

Clean Energy, comprising engineering, procurement, construction and decommissioning servicesfor nuclear energy, renewable energy (in the form of wind, solar, biomass and biofuel projects),transmission and distribution, and power; and

Environment & Infrastructure, or E&I, which offers environmental consulting and other servicesin the water, transportation/infrastructure, government services and industrial/commercial sectors.

For the six months ended 30 June 2014, AMFW employed an average of 27,032 people. AMFW isheadquartered at Old Change House, 128 Queen Victoria Street, London EC4V 4BJ, United Kingdom,its registered office is at Booths Park, Chelford Road, Knutsford, Cheshire WA16 8QZ, UnitedKingdom and its main telephone number is +44 (0) 20 7429 7500. AMFWs internet website ishttp://www.amecfw.com. The information provided on AMFWs website is not part of this prospectusand is not incorporated herein by reference.

AMFW shares are traded on the LSE and the AMFW ADSs are listed and traded on the NYSEunder the symbol AMFW.

Foster Wheeler (see page 180)

Foster Wheeler is a leading international engineering, construction and project managementcontractor and power equipment supplier with operations in over 30 countries worldwide.

Foster Wheeler operates through two business groups:

The Global Engineering and Construction Group, or the Global E&C Group, designs, engineersand constructs onshore and offshore upstream oil and gas processing facilities, natural gasliquefaction facilities and receiving terminals, gas-to-liquids facilities, oil refining, chemical andpetrochemical, pharmaceutical and biotechnology facilities and related infrastructure, includingpower generation facilities, distribution facilities, gasification facilities and processing facilitiesassociated with the minerals and metals sector, and is also involved in the design of facilities indeveloping market sectors, including carbon capture and storage, solid fuel-fired integratedgasification combined-cycle power plants, coal-to-liquids, coal-to-chemicals and biofuels.

The Global Power Group designs, manufactures and installs steam generators and auxiliaryequipment for electric power generating stations, district heating and power plants and industrialfacilities worldwide and also provides a wide range of aftermarket services.

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As at 31 December 2013, Foster Wheeler had 13,311 employees. Foster Wheeler is incorporatedunder the laws of Switzerland with its registered office in Baar, Canton of Zug, Switzerland. Theprincipal executive office of Foster Wheeler is located at Shinfield Park, Reading, Berkshire RG2 9FW,United Kingdom and its main telephone number is +44 (0) 118 913 1234. Foster Wheelers internetwebsite is http://www.fwc.com. The information provided on Foster Wheelers website is not part of thisprospectus and is not incorporated herein by reference.

Foster Wheeler shares were traded on NASDAQ under the symbol FWLT until Foster Wheelervoluntarily delisted the Foster Wheeler shares effective 4 December 2014.

Risk Factors (see page 31)

You should carefully consider the risks described under Risk Factors in relation to theSqueeze-Out Merger and the businesses of AMFW and Foster Wheeler.

Background to and Reasons for the Squeeze-Out Merger (see page 69)

AMFWs Reasons for the Squeeze-Out Merger (see page 84)

As previously disclosed, the purpose of the Squeeze-Out Merger is for AMFW to acquire 100 percent. ownership of Foster Wheeler. In accordance with the terms of the Implementation Agreement, ifAMFW acquired or obtained control of at least 90 per cent. of the outstanding voting rights of FosterWheeler as a consequence of the Offer it would initiate a Squeeze-Out Merger pursuant to the SwissMerger Act. After the completion of the Offer on 13 November 2014, AMFW held 95.275 per cent. ofthe outstanding Foster Wheeler shares. As a result, AMEC International Investments BV initiated aSqueeze-Out Merger, including the execution of the Merger Agreement.

Foster Wheelers Reasons for the Squeeze-Out Merger; Recommendation of the Foster Wheeler Board as toFairness of the Squeeze-Out Merger (see page 78)

In evaluating the Merger Agreement and the Squeeze-Out Merger, the Foster Wheeler Boardconsulted with its senior management and considered a number of factors in recommending byunanimous vote that Foster Wheelers shareholders vote in favour of approving the Merger Agreement.

After careful consideration, the Foster Wheeler Board approved and proposes to you to approvethe Merger Agreement and, thereby, the transactions contemplated thereby and has determined thatthe transactions contemplated by the Merger Agreement are fair to and in the best interests of theunaffiliated Foster Wheeler shareholders.

Opinion of IFBC (see page 86)

At meetings of the Foster Wheeler Board and the AMFW Board held on 8 December 2014, IFBCAG delivered its oral opinion to the Foster Wheeler Board and the AMFW Board, confirmed bydelivery of a written opinion, dated 8 December 2014, to the effect that, as of such date, and based onand subject to various assumptions, matters considered and limitations described in its written opinion,the aggregate consideration to be received by the shareholders of Foster Wheeler in the Squeeze-OutMerger pursuant to the Merger Agreement was fair, from a financial point of view, to such holders.IFBC acted as an independent fairness opinion provider and prepared its opinion according to thestandards typically applied to fairness opinions in mergers governed by Swiss takeover and merger law.The full text of IFBCs written opinion describes the assumptions made, procedures followed, mattersconsidered and limitations on the review undertaken by IFBC. This opinion is attached as Annex D tothis prospectus. IFBCs opinion was provided for the benefit of the Foster Wheeler Board and theAMFW Board in connection with, and for the purpose of, their respective evaluation of the aggregateconsideration to be received by the shareholders of Foster Wheeler in the Squeeze-Out Merger

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pursuant to the Merger Agreement, which consideration is referred to herein as the AggregateConsideration. IFBCs opinion letter was also addressed to, and for the information and benefit of, theBoards/Management Boards of each of Swiss MergeCo and AMEC International Investments BV.IFBCs opinion does not address the relative merits of the Squeeze-Out Merger as compared to otherbusiness or financial strategies that might be available to Foster Wheeler, nor does it address theunderlying business decision of Foster Wheeler to engage in the Squeeze-Out Merger. The IFBCopinion does not constitute a recommendation to the Foster Wheeler Board or the AMFW Board or toany other persons in respect of the Squeeze-Out Merger, including as to how any shareholder of FosterWheeler should act in respect of the Squeeze-Out Merger. Holders of Foster Wheeler shares areencouraged to read this opinion carefully in its entirety. The summary of IFBCs opinion set forth inthis prospectus is qualified in its entirety by reference to the full text of its written opinion.

The Merger Agreement and the Squeeze-Out Merger (see page 105)

The Merger Agreement (see page 105)

On 8 December 2014, Swiss MergeCo, AMEC International Investments BV and Foster Wheelerentered into the Merger Agreement, which provides for the Squeeze-Out Merger of Foster Wheelerwith and into Swiss MergeCo, with Swiss MergeCo continuing as the surviving corporation. A summaryof the terms of the Merger Agreement is included in the section entitled Material AgreementsTheMerger Agreement on page 105. A copy of the Merger Agreement is attached as an exhibit to thisprospectus. You are encouraged to read the entire Merger Agreement carefully because it is theprincipal legal document governing the Squeeze-Out Merger.

Merger Consideration (see page 96)

In the Squeeze-Out Merger each shareholder will receive a combination of (i) $16.00 in cash,referred to as the Cash Consideration, and (ii) 0.8998 AMFW shares or AMFW ADSs, referred to asthe Share Consideration, depending on whether your address on the books and records of FosterWheeler is in the United States. The Cash Consideration will be increased by the Dividend Amount.No fractional AMFW shares or AMFW ADSs will be issued to shareholders of Foster Wheeler. If,based on the exchange ratio, shareholders of Foster Wheeler would be entitled to a fractional AMFWshare or AMFW ADS, such fraction will be compensated in cash in lieu of a fractional AMFW shareor AMFW ADS. The Cash Consideration and the Share Consideration, as well as the DividendAmount and the cash in lieu of fractional AMFW shares or AMFW ADSs will be paid to shareholdersof Foster Wheeler as soon possible following the implementation of the Squeeze-Out Merger. See TheMerger Agreement and the Squeeze-Out MergerMerger Consideration on page 96.

Approvals (see page 97)

Foster Wheeler and Swiss MergeCo are obliged to complete the Squeeze-Out Merger if thefollowing approvals are received:

approval of the Merger Agreement by the quotaholder of Swiss MergeCo at a quotaholdersmeeting to be held on 19 January 2015;

approval of the Merger Agreement by the shareholders of Foster Wheeler at the Foster WheelerEGM to be held on 19 January 2015; and

the approval of the Merger Agreement by the quotaholder of AMEC InternationalInvestments BV at a quotaholders meeting to be held on 19 January 2015.

At least three quarters of all quotaholders, representing at least three quarters of the quota capitalof Swiss MergeCo and at least 90 per cent. of the outstanding voting rights of Foster Wheeler is

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required to approve the Merger Agreement. AMEC International Investments BV holds all of thequotas issued by Swiss MergeCo and therefore 100 per cent. of the quota capital of Swiss MergeCo.

The AMFW ADS Facility (see page 385)

AMFW has established an ADS facility in the United States, and AMFW ADSs issued thereunderwill be registered with the SEC and listed and traded on the NYSE under the symbol AMFW. Therights of holders of AMFW ADSs will be governed by the terms of a deposit agreement among theAMFW depositary, AMFW and the owners and beneficial owners of AMFW ADSs.

Regulatory Matters (see page 97)

No further regulatory approvals are required for the completion of the Squeeze-Out Merger.

Accounting Treatment (see page 97)

Under IFRS, the non-controlling interests in Foster Wheeler that are now to be acquired byAMFW in the Squeeze-Out Merger were initially recognised by AMFW in equity measured at theshare of the non-controlling interests in the identifiable net assets of Foster Wheeler at the acquisitiondate. On completion of the Squeeze-Out Merger, the acquisition of the non-controlling interests will beaccounted for by AMFW within equity as a transfer from non-controlling interests to shareholdersequity. Any difference between the consideration given and the carrying amount of the non-controllinginterests acquired will be recognised as an increase or decrease in shareholders equity.

Appraisal Rights (see page 97)

Foster Wheeler shareholders who consider the compensation in the Squeeze-Out Merger to beinadequate may exercise appraisal rights in accordance with Article 105 of the Swiss Merger Act byfiling a suit against the surviving company with the competent Swiss civil court in the Canton of Zug,Switzerland (the corporate seat of Foster Wheeler) or at the corporate seat of the surviving company.

The suit must be filed within two months after the Squeeze-Out Merger resolution has beenpublished in the Swiss Official Gazette of Commerce. Foster Wheeler shareholders will not be able tofile a suit to exercise appraisal rights. An appraisal suit can be filed by shareholders who voted againstthe Squeeze-Out Merger, who have abstained from voting, or who have not participated in the FosterWheeler EGM approving the Squeeze-Out Merger. If such a suit is filed, the court must assess whetherthe compensation paid or to be paid to the Foster Wheeler shareholders in the Squeeze-Out Merger isadequate compensation. Should the court consider the compensation in the Squeeze-Out Merger to beinadequate, the court must determine the amount of compensation due to the relevant shareholder, ifany, and such courts determination will benefit all remaining non-tendering Foster Wheelershareholders in the same legal position. The filing of an appraisal suit will not prevent completion ofthe Squeeze-Out Merger.

Material Tax Consequences (see page 368)

Foster Wheeler shareholders may be subject to Swiss tax and US federal income tax consequencesas a result of the Squeeze-Out Merger and acquiring, owning or disposing of AMFW shares or AMFWADSs.

Under Swiss law this includes, among other things, recognition of a taxable capital gain or a taxdeductible capital loss for Swiss resident Foster Wheeler shareholders who hold their Foster Wheelershares as business assets or who classify as a professional securities dealer and who receiveconsideration in the Squeeze-Out Merger.

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The disposition of Foster Wheeler shares in the Squeeze-Out Merger by a US Holder generallywill be a taxable transaction for US federal income tax purposes, unless the Acquisition qualifies as aReorganisation. If the Squeeze-Out Merger occurs and the Acquisition qualifies as a Reorganisation, aUS Holder disposing of Foster Wheeler shares in the Squeeze-Out Merger will recognise gain only ifsuch US Holder receives cash in exchange for the Foster Wheeler shares extinguished in theSqueeze-Out Merger. Such gain will equal the lesser of (i) the amount of cash received or (ii) theexcess, if any, of (a) the sum of the fair market value of AMFW securities and cash received over(b) such US Holders adjusted tax basis in its Foster Wheeler shares extinguished in the Squeeze-OutMerger. If the Squeeze-Out Merger occurs and the Acquisition nevertheless fails to qualify as aReorganisation, a US Holder will recognise gain or loss equal to the difference between (i) the fairmarket value of the AMFW securities and/or cash received and (ii) the US Holders adjusted tax basisin its Foster Wheeler shares extinguished in the Squeeze-Out Merger.

Tax matters are complicated, and the tax consequences of each Foster Wheeler shareholder willdepend on the facts of each shareholders situation, including, in the case of US Holders (as definedbelow in Material Tax Consequences) whether the Squeeze-Out Merger is completed and the marketvalue of AMFW securities issued in exchange for Foster Wheeler shares. Foster Wheeler shareholdersare urged to read carefully the section entitled Material Tax Consequences and to consult their owntax advisers on the tax consequences of the Squeeze-Out Merger.

Comparison of Shareholders Rights (see page 397)

Foster Wheeler shareholders receiving AMFW securities (in the form of AMFW shares or AMFWADSs, at the election of Foster Wheeler shareholders) will have different rights once they becomeAMFW shareholders. The rights of a holder of AMFW shares will be governed by English law and byAMFWs Articles of Association. For a discussion of the differences in such rights of holders, seeComparison of Shareholders Rights. The rights of a holder of AMFW ADSs will be governed by thedeposit agreement among the AMFW depositary, AMFW and the owners and beneficial owners ofAMFW ADSs. See Description of AMFW American Depositary Shares beginning on page 385.

Delisting and Deregistration (see page 98)

On 13 November 2014 Foster Wheeler notified NASDAQ of its intention to delist the FosterWheeler shares from the NASDAQ Global Select Market and, on 24 November 2014 Foster Wheelerfiled a Form 25 Notification of Removal from Listing and/or Registration. The Foster Wheeler shareswere delisted effective 4 December 2014.

As soon as practicable following the Squeeze-Out Merger, once the requirements for deregistrationare met, Foster Wheeler intends to file with the SEC a Form 15 requesting the deregistration of theFoster Wheeler shares under Section 12(g) of the Exchange Act and the suspension of FosterWheelers reporting obligations under Section 15(d) of the Exchange Act.

Interests of Foster Wheeler and its Directors and Executive Officers (see page 420)

Foster Wheelers directors and executive officers may have interests in the Squeeze-Out Mergerthat are different from, or in addition to, those of Foster Wheelers shareholders generally. Theseinterests include, but are not limited to, that each of the members of the Foster Wheeler Board andcertain executive officers are also either an employee of AMFW or are or will become a member ofthe AMFW Board, that certain of Foster Wheelers directors were appointed to the AMFW Boardsubsequent to the closing of the Offer or will be appointed to the AMFW Board and that FosterWheelers directors continue to be covered by indemnification and insurance, with respect to claimsarising out of or from services provided to Foster Wheeler and/or AMFW. Additionally, certain ofFoster Wheelers directors that were or will be appointed to the AMFW Board, in connection with

14

their appointment to the AMFW Board, entered into agreements by which they have agreed to complywith and act on the instructions provided by AMFW, subject to certain exceptions. The members of theFoster Wheeler Board were aware of and considered these interests, among other matters, in makingtheir recommendations to shareholders. For information on these interests, see Interests of FosterWheeler, AMEC International Investments BV and AMFW and their Directors and Officers. Inaddition, the ownership of each of Foster Wheelers directors and executive officers is set forth inSecurity Ownership of Certain Beneficial Holders and Management of Foster Wheeler.

Interests of AMFW, AMEC International Investments BV and their Directors and Executive Officers(see page 420)

The interests of AMFW, AMEC International Investments BV and, to the best knowledge ofAMFW and AMFW Investments International BV, any of their current directors and executive officersin the Squeeze-Out Merger are set forth in Interests of Foster Wheeler, AMEC InternationalInvestments BV and AMFW and their Directors and Officers. In addition, the ownership of each ofAMFWs directors and executive officers in AMFW shares is set forth in Security Ownership ofCertain Beneficial Holders and Management of AMFW.

Additional Information (see page 432)

AMFW has filed a registration statement on Form F-4 with the SEC (SEC file no. 333-199116).Deutsche Bank Trust Company Americas, as the AMFW depositary, has filed a separate registrationstatement on Form F-6 (Registration No. 333-198926) with the SEC for the registration of the AMFWADSs. You may read and copy any reports, statements or other information on file with the SEC at theSECs public reference room located at 100 F Street, N.E., Washington D.C. 20549. SEC filings arealso available at the internet website maintained by the SEC at www.sec.gov.

15

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF AMFW

The following is a summary of AMFWs selected historical consolidated financial data for theperiods ended and as at the dates indicated below. You are encouraged to read this informationtogether with the consolidated financial statements of AMFW and the accompanying notes and thesection entitled Operating and Financial Review of AMFW included elsewhere in this prospectus.

The following tables present selected historical consolidated financial data of AMFW for theperiods and as at the dates indicated. AMFWs selected historical consolidated financial data for the sixmonths ended 30 June 2014 and 2013 are derived from its unaudited consolidated financial statementsfor those periods, which are included elsewhere in this prospectus. AMFWs selected historicalconsolidated financial data for the years ended 31 December 2013, 2012 and 2011 are derived from itsaudited consolidated financial statements for those years, included elsewhere in this prospectus.AMFWs selected historical consolidated financial data for the years ended 31 December 2010 and2009 are derived from AMFWs audited consolidated financial statements for those years, which arenot included elsewhere in this prospectus.

AMFWs selected historical consolidated financial statements are presented in accordance withIFRS, as issued by the International Accounting Standards Board, or IASB, and IFRS as adopted bythe European Union, or EU. For additional information, see AMFWs consolidated financialstatements and the accompanying notes included in this prospectus.

AMFW believes that a meaningful analysis of its financial results for the periods presented isenhanced by the use of non-IFRS financial measures, including trading profit and trading profit margin.The section entitled Presentation of Certain Financial and Other Information includes additionalinformation regarding the use of non-IFRS financial measures, a reconciliation of trading profit to itsnearest IFRS-equivalent and limitations on the use of such measures.

Six monthsended

30 June Year ended 31 December

2013(1) 2014 2009(1) 2010(1) 2011(1) 2012(1) 2013

( millions, unless otherwise stated)Selected Consolidated Income Statement DataContinuing operationsRevenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,991 1,858 2,452 2,786 3,133 4,088 3,974

Profit before income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118 83 222 261 264 254 255Income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (22) (24) (52) (25) (53) (47) (69)

Profit for the period from continuing operations . . . . . . . . . . . . . . . 96 59 170 236 211 207 186Profit/(loss) for the period from discontinued operations (net of

income tax) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5) (15) 13 (9) 16 2 (8)

Profit for the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91 44 183 227 227 209 178

Weighted-average number of shares (millions)Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 294 294 327 326 327 315 293Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 299 300 333 333 334 321 299Basic earnings per share (pence) . . . . . . . . . . . . . . . . . . . . . . . . . 31.2 15.0 55.8 70.1 69.2 65.8 61.1Basic earnings per share from continuing operations (pence) . . . . . . . 32.8 20.2 51.8 73.0 64.4 65.2 63.8Diluted earnings per share (pence) . . . . . . . . . . . . . . . . . . . . . . . 30.6 14.7 54.7 68.5 67.8 64.6 59.8Diluted earnings per share from continuing operations (pence)(2) . . . . 40.6 39.1 50.9 62.6 71.6 78.6 87.2Dividends per share (pence) . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.5 14.8 17.7 26.5 30.5 36.5 42.0Dividend cover(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.9x 2.4x 2.3x 2.2x 2.1x

Notes:

(1) Financial information for the six months ended 30 June 2013 and for the years ended 31 December 2012, 2011, 2010 and2009 has been restated to reflect the reclassification in 2013 of the UK conventional power business as a discontinuedbusiness and to reflect the impact of amendments to IAS 19.

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(2) Before amortisation, impairment and exceptional items.

As at 30 June As at 31 December

2013 2014 2009 2010 2011 2012 2013

( millions)Selected Consolidated Balance Sheet DataNon-current assets . . . . . . . . . . . . . . . . . . . . . . . . . 1,219 1,156 686 820 1,051 1,214 1,160Current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,333 1,214 1,278 1,443 1,404 1,304 1,224

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,552 2,370 1,964 2,263 2,455 2,518 2,384

Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . (1,160) (1,096) (666) (746) (828) (1,151) (1,004)Non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . (292) (242) (272) (242) (253) (284) (256)

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,452) (1,338) (938) (988) (1,081) (1,435) (1,260)

Net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,100 1,032 1,026 1,275 1,374 1,083 1,124

Total attributable to equity holder of the parent . . . . . . . 1,097 1,030 1,023 1,272 1,373 1,079 1,122Non-controlling interests . . . . . . . . . . . . . . . . . . . . . 3 2 3 3 1 4 2

Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,100 1,032 1,026 1,275 1,374 1,083 1,124

Key Performance Measures

AMFW also uses the following non-IFRS measures as measures of operating performance. Thesemeasures have been included because AMFW believes that these are important supplemental measuresof AMFWs historical operating performance and are helpful for investors in understanding theongoing profitability of AMFWs business units. See Presentation of Certain Financial and OtherInformationNon-IFRS and Non-US GAAP Financial Measures.

Six monthsended

30 June Year ended 31 December

2013(1) 2014 2009(1) 2010(1) 2011(1) 2012(1) 2013

( millions, unless otherwise stated)

Trading ProfitTrading profit(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 159 152 219 277 312 334 343Trading profit margin (%)(3) . . . . . . . . . . . . . . . . . . . . . . 8.0 8.2 8.9 9.9 9.9 8.2 8.6

Notes:

(1) Financial information for the six months ended 30 June 2013 and for the years ended31 December 2012, 2011, 2010 and 2009 has been restated to reflect the reclassification in 2013 ofthe UK conventional power business as a discontinued business and to reflect the impact ofamendments to IAS 19.

(2) Trading profit is defined as profit before net financing income excluding amortisation, impairmentand exceptional items, but including AMFWs share of joint venture trading profit. A reconciliationof trading profit to the nearest IFRS measure, profit before net financing income, is provided inthe section entitled Presentation of Certain Financial and Other InformationNon-IFRS andNon-US GAAP Financial Measures.

(3) Trading profit margin is defined as trading profit as a percentage of revenue.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF FOSTER WHEELER

The following is a summary of Foster Wheelers selected historical consolidated financial data forthe periods ended and at the dates indicated below. You are encouraged to read this informationtogether with the consolidated financial statements of Foster Wheeler and the accompanying notes andthe section entitled Operating and Financial Review of Foster Wheeler included elsewhere in thisprospectus.

The following tables present selected historical consolidated financial data of Foster Wheeler forthe periods and as at the dates indicated. Foster Wheelers consolidated financial data as at30 September 2014 and for the nine months ended 30 September 2014 and 2013 and as at 30 June2014 and for the six months ended 30 June 2014 and 2013 are derived from its unaudited consolidatedfinancial statements for those periods, included elsewhere in this prospectus. Foster Wheelersconsolidated financial data as at and for the years ended 31 December 2013, 2012 and 2011 are derivedfrom its audited consolidated financial statements for those years, included elsewhere in thisprospectus. Foster Wheelers selected historical consolidated financial data as at 31 December 2010 and2009 and for the years ended 31 December 2010 and 2009 are derived from Foster Wheelers auditedconsolidated financial statements for those years, which are not included in this prospectus.

Foster Wheelers consolidated financial statements are presented in accordance with US generallyaccepted accounting principles, or US GAAP. For additional information, see Foster Wheelers financialstatements and the accompanying notes included in this prospectus. Unaudited reconciliations of FosterWheelers consolidated profit and consolidated total equity for the six months ended 30 June 2014 and2013 and the years ended 31 December 2013, 2012 and 2011 have been included elsewhere in thisprospectus and summarise the material adjustments which reconcile Foster Wheelers consolidatedfinancial statements to those which would have been reported had Foster Wheeler applied the

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accounting policies applied by AMFW in the preparation of its audited consolidated financialstatements for these periods.

Nine months ended Six months ended30 September 30 June Year ended 31 December

2013 2014 2013 2014 2009 2010 2011 2012 2013

($ thousands, except share data and per share amounts)Statement of Operations

DataOperating revenues . . . . . 2,455,377 2,445,187 1,653,551 1,585,466 5,034,033 4,047,242 4,458,108 3,391,394 3,306,450Income from continuing

operations before incometaxes(1) . . . . . . . . . . . 174,169 159,103 107,989 117,587 442,293 280,397 233,913 225,356 153,008

Provision for income taxes . 36,273 31,826 18,479 16,073 89,272 65,836 58,514 62,267 52,166Income from continuing

operations . . . . . . . . . 137,896 127,277 89,510 101,514 353,021 214,561 175,399 163,089 100,842Net income/(loss)

attributable tonon-controlling interests . 3,823 (824) 4,290 (1,147) 11,202 15,302 14,345 13,874 3,940

Income from continuingoperations attributable toFoster Wheeler . . . . . . 134,073 128,101 85,220 102,661 341,819 199,259 161,054 149,215 96,902

Earnings per share fromcontinuing operations

Basic . . . . . . . . . . . . . 1.33 1.28 0.83 1.03 2.70 1.58 1.34 1.39 0.97Diluted . . . . . . . . . . . . 1.32 1.27 0.83 1.02 2.69 1.57 1.34 1.39 0.96

Shares outstandingBasic weighted-average

number of sharesoutstanding . . . . . . . . 100,830,719 99,691,325 102,182,011 99,492,867 126,541,962 126,032,130 120,085,704 107,054,284 100,301,834

Effect of dilutive securities . 495,874 1,255,861 384,636 1,511,219 632,649 544,725 418,779 259,255 1,084,839

Diluted weighted-averagenumber of sharesoutstanding . . . . . . . . 101,326,593 100,947,186 102,566,647 101,004,086 127,174,611 126,576,855 120,504,483 107,313,539 101,386,673

Note:

(1) Income from continuing operations before income taxes includes the following:

Nine months Six monthsended ended

30 September 30 June Year ended 31 December

2013 2014 2013 2014 2009 2010 2011 2012 2013

($ thousands)Net asbestos-related (gain)/provision . . . . . . . . . . . . . . . . . . . . . (9,750) 5,173 (11,750) 3,217 26,400 5,400 9,900 30,500 30,200Curtailment gain on closure of the UK pension plan . . . . . . . . . . . . (20,100) Charges for severance-related post-employment benefits . . . . . . . . . . 8,400 3,500 4,400 2,100 12,400 10,800 2,700 6,200 22,300Charge for equity investment impairment in the Global E&C Group . . 22,400Licence settlement in the Global Power Group . . . . . . . . . . . . . . . (32,500) (32,500) Litigation settlement in the E&C Group . . . . . . . . . . . . . . . . . . . (3,000) (3,000) Reversal of previously accrued penalties on unrecognised tax benefits in

the C&F Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (8,100) (8,100)

As at As at As at 31 December30 September 30 June2014 2014 2009 2010 2011 2012 2013

($ thousands)Balance Sheet DataCurrent assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,469,136 1,576,780 1,941,555 1,994,500 1,523,187 1,613,542 1,583,741Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,034,238 1,137,916 1,282,004 1,210,674 1,090,984 1,176,187 1,207,958Working capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 434,898 438,864 659,551 783,826 432,203 437,355 375,783Land, buildings and equipment, net . . . . . . . . . . . . . . . . . . 253,537 270,913 325,749 294,477 277,421 285,402 279,981Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,520,915 2,659,567 3,187,738 3,060,477 2,613,880 2,733,924 2,740,272Long-term debt (including current instalments) . . . . . . . . . . . 112,346 118,873 190,574 164,570 149,111 137,706 126,232Total temporary equity . . . . . . . . . . . . . . . . . . . . . . . . . . 18,072 14,675 2,570 4,935 4,993 8,594 15,664Total Foster Wheeler shareholders equity . . . . . . . . . . . . . . 835,567 842,987 831,517 967,693 687,747 713,990 750,099

Other DataBacklog, measured in terms of future revenues, end of period . . . 4,119,600 4,547,700 4,112,800 3,979,500 3,626,100 3,648,000 4,004,600New orders for the period, measured in terms of future revenues . 2,860,900 2,241,200 3,481,700 4,105,800 4,285,800 3,449,500 3,855,500

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SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On 13 November 2014, AMFW completed the Offer for Foster Wheeler shares. 95,395,711 FosterWheeler shares were tendered in the Offer in exchange for 85,052,989 AMFW shares and cash of901 million. The condensed combined net pro forma balance sheet effect of the transaction as of30 June 2014 is consistent with the unaudited pro forma condensed combined balance sheet other than:

bank loans and overdrafts would be 44 million lower at 1,071 million, reflecting a reduction inthe bank loan pro forma adjustment from 935 million to 891 million;

goodwill would be 72 million lower at 2,059 million, reflecting a reduction in the pro formagoodwill adjustment from 1,386 million to 1,314 million;

share capital and share premium would be 2 million and 45 million lower at 43 million and915 million, respectively, reflecting decreases in the net pro forma adjustment of (110) millionto (112) million and 843 million to 798 million respectively; and

non-controlling interest would be 28 million higher at 43 million, reflecting a reduction in thepro forma adjustment from nil to 28 million.

In addition, the effect on income from continuing operations for the six months ended 30 June2014 is a 1 million lower pro forma adjustment to finance expense, reflecting a reduction in the proforma adjustment from 25 million to 24 million, the recording of income attributable tonon-controlling interests of 1 million; and a decrease to the basic and adjusted earnings per share, orEPS, of 0.01 pence and 0.01 pence, respectively.

In addition, the effect on income from continuing operations for the annual period ended31 December 2013 is a 1 million lower pro forma adjustment to finance expense, reflecting a reductionin the pro forma adjustment from 42 million to 41 million, the recording of income attributable tonon-controlling interests of 5 million; and a decrease to the basic and adjusted EPS of 0.01 pence and0.01 pence, respectively.

Prior to the Offer, the following unaudited pro forma condensed combined financial informationwas prepared. The following unaudited pro forma condensed combined financial information wasintended to illustrate the effect of the Offer, assuming all Foster Wheeler shares are exchanged in theOffer. The transaction has been accounted for by AMFW as an acquisition under IFRS 3 BusinessCombinations.

The tables below set forth unaudited pro forma financial data for AMFW that has been adjusted toreflect the effect of the Offer on the balance sheet of AMFW as at 30 June 2014 as if the Offer hadoccurred on that date and to reflect the effect of the Offer on the income statement of AMFW for theyear ended 31 December 2013, and the six months ended 30 June 2014, as if the Offer had occurred on1 January 2013 and assuming all Foster Wheeler shares have been exchanged in the Offer. Theinformation presented below should be read in conjunction with the information contained in thesections entitled Risk Factors, Cautionary Statement Regarding Forward-Looking Statements,Selected Historical Consolidated Financial Data of AMFW, Selected Historical ConsolidatedFinancial Data of Foster Wheeler, Operating and Financial Review of AMFW, Operating andFinancial Review of Foster Wheeler, Unaudited Pro Forma Condensed Combined FinancialInformation, including the related notes, and the consolidated financial statements of AMFW andFoster Wheeler and the accompanying notes included elsewhere in this prospectus.

The Foster Wheeler financial information has been converted to IFRS and restated using AMFWsaccounting policies. The income statement data has been translated into pounds sterling using anaverage exchange rate of $1.5699 per pound sterling for the year ended 31 December 2013 and$1.6787 per pound sterling for the six months ended 30 June 2014, and the balance sheet data has beentranslated using an exchange rate of $1.7099 per pound sterling as at 30 June 2014.

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The unaudited pro forma condensed combined financial information is presented for informationpurposes only and reflects estimates made by AMFWs management that it considers reasonable. Itdoes not purport to represent what AMFWs actual results of operations or financial condition wouldhave been had the Acquisition occurred on the dates indicated, nor is it necessarily indicative of futureresults of operations or financial condition. In addition to the matters noted above, the unaudited proforma condensed combined financial information does not reflect the effect of anticipated cost andrevenue synergies associated with combining AMFW and Foster Wheeler.

The pro forma adjustments, when provided, were preliminary and were based upon availableinformation and certain assumptions described in the notes to the unaudited pro forma condensedcombined financial information that AMFWs management believes were reasonable under thecircumstances. See Unaudited Pro Forma Condensed Combined Financial Information for the notesto the unaudited pro forma condensed combined financial information. The detailed valuation studieswere not finalised at the time the unaudited pro forma financial information was prepared and,accordingly, the fair value adjustments reflected AMFWs managements best estimate and are subjectto change once the detailed analyses are completed and as additional information becomes available.These adjustments may be material. AMFWs access to information to make such estimates was limiteduntil the completion of the Acquisition and therefore certain market-based assumptions were usedwhen data was not available. However, AMFWs management believes the fair values recognised arebased on reasonable estimates and assumptions based on currently available information. A finaldetermination of the fair value of assets and liabilities acquired will be based on the actual assets andliabilities of Foster Wheeler that exist as of the closing date of the Acquisition. In addition, theevaluation of the consideration to be paid by AMFW upon the completion of the Acquisition will bepartly determined based on the closing price of AMFW shares on the closing date of the Acquisition.

See Unaudited Pro Forma Condensed Combined Financial Information on pages 342 to 367 foran explanation of the basis of preparation of this data.

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Unaudited Pro Forma Condensed Combined Income Statement for the Six Months Ended 30 June 2014

Pro forma adjustment

AccountingFoster policy and Enlarged

AMFW Wheeler IFRS Refinancing Acquisition Group proIFRS US GAAP adjustments adjustments adjustments forma total

( millions, unless otherwise stated)

Continuing operationsRevenue . . . . . . . . . . . . . . . . . . . . 1,858 944 5 2,80