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Bär & Karrer Ltd.

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Geneva, Lugano, Zug, Zurich

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Foster Wheeler relocates its holding company from Bermuda to Switzerland

February 2009

Foster Wheeler, an international group active in the energy & engineering sector, announced today that it has completed its redomestication to change the place of incorporation of its group holding company from Bermuda to Switzerland. Under a Scheme of Arrangement according to the Bermudan Companies Act, all shares of Foster Wheeler Ltd. worth approximately CHF 4.3 billion, were cancelled and shareholders subsequently received shares in Foster Wheeler AG. The shares of Foster Wheeler AG are listed on the NASDAQ Global Select Market in New York.

Bär & Karrer advised Foster Wheeler on Swiss corporate and regulatory aspects of the transaction. The team comprised Michael Trippel, Daniel Lehmann, An-dreas Sidler, Andrea Bolliger (employment benefits), Othmar Aeschi (notarial services) and René Schwab (insurance). Conyers Dill & Pearman acted as Bermu-dan legal counsel to Foster Wheeler. King & Spalding LLP acted as US corporate legal counsel and Seyfarth Shaw LLP as US executive compensation and em-ployee benefits counsel. PriceWaterhouseCoopers advised Foster Wheeler on tax matters.

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Bär & Karrer is a leading Swiss law firm with offices in all three language regions in Switzerland. It provides high-end legal advice to clients in complex transactions and litigation. Its clients range from multinational corporations to private individuals both in Switzerland and globally.

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