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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.          )

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FOSTER WHEELER AG
Lindenstrasse 10
6340 Baar
Switzerland

NOTICE OF AND INVITATION TO ATTEND THE EXTRAORDINARY GENERAL MEETING
OF SHAREHOLDERS TO BE HELD ON NOVEMBER 1, 2011

        The Extraordinary General Meeting of Shareholders of Foster Wheeler AG, which we refer to as the Extraordinary General Meeting, will be held at our offices at Lindenstrasse 10, 6340 Baar, Switzerland, on November 1, 2011, at 1:00 p.m., Central European Time.

        Agenda of the Extraordinary General Meeting:

1.

Election of two Board members, one Board member for a term expiring at our Annual General Meeting to be held in 2012 and one Board member for a term expiring at our Annual General Meeting to be held in 2014

The Board of Directors proposes that J. Kent Masters and Henri Philippe Reichstul be elected as Directors. The Board proposes that Mr. Masters be elected for a term expiring at our annual general meeting to be held in 2012, and that Mr. Reichstul be elected for a term expiring at our annual general meeting to be held in 2014.

2.

Other business

The Extraordinary General Meeting will address any other matters that properly come before the Extraordinary General Meeting.

        On February 9, 2009, Foster Wheeler AG became the ultimate parent company of Foster Wheeler Ltd., a Bermuda company, which we refer to in the attached proxy statement as Foster Wheeler-Bermuda, and its subsidiaries as a result of a redomestication effected pursuant to a scheme of arrangement under Bermuda law. In the redomestication, all of the previously outstanding common shares of Foster Wheeler-Bermuda were cancelled and each holder of cancelled Foster Wheeler-Bermuda common shares received registered shares of Foster Wheeler AG (or cash in lieu of any fractional shares), which we refer to in the attached proxy statement as "shares." Except as the context otherwise requires, we use the terms "we," "us," "our," and "Foster Wheeler" in the attached proxy statement to refer to Foster Wheeler AG and its direct and indirect subsidiaries on a consolidated basis for the period beginning on February 9, 2009 and Foster Wheeler-Bermuda and its direct and indirect subsidiaries on a consolidated basis for the period prior to February 9, 2009.

        Pursuant to a recommendation by our Governance and Nominating Committee, our Board of Directors has unanimously nominated Mr. Masters and Mr. Reichstul for election to our Board of Directors at this Extraordinary General Meeting. Under Swiss law and our Articles of Association, a vacancy or newly created directorship on our Board of Directors may only be filled by a vote of our shareholders at a general meeting of shareholders.

        All holders of our shares that are registered in our share register with voting rights at the close of business on September 7, 2011 are entitled to vote at the Extraordinary General Meeting and any postponements of the meeting. The attached proxy statement and the accompanying proxy card(s) are being sent to shareholders on or about September 19, 2011. Notice of the Extraordinary General Meeting will also be published in the Swiss Official Journal of Commerce.

         Please date, sign and return the enclosed proxy card(s) in the enclosed envelope as promptly as possible or, if you hold your shares through an intermediary such as a bank or broker, vote your shares

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by following the voting instructions you receive from your bank or broker so that your shares may be represented at the Extraordinary General Meeting and voted in accordance with your wishes.

        Important note to shareholders:     please date, sign and return all proxy cards that have been mailed to you to ensure that all of your shares are represented at the Extraordinary General Meeting.

        Admission to the Extraordinary General Meeting will be by admission ticket only. If you are a shareholder whose shares are registered in the share register as entitled to vote and plan to attend the meeting, please check the appropriate box on the proxy card.     In all cases, retain the bottom portion of the proxy card as your admission ticket to the Extraordinary General Meeting. If you are a shareholder whose shares are held through an intermediary, such as a bank or broker, please follow the instructions in the attached proxy statement to obtain an admission ticket.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE EXTRAORDINARY GENERAL MEETING, PLEASE PROMPTLY RETURN YOUR SIGNED PROXY CARD IN THE ENCLOSED ENVELOPE. IF YOU HOLD SHARES THROUGH AN INTERMEDIARY SUCH AS A BANK OR BROKER, PROMPTLY DIRECT THE VOTING OF YOUR SHARES BY TELEPHONE OR INTERNET OR ANY OTHER METHOD DESCRIBED IN THE INSTRUCTIONS YOU RECEIVE FROM YOUR BROKER.

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FOSTER WHEELER AG
Lindenstrasse 10
6340 Baar
Switzerland

PROXY STATEMENT

For the Extraordinary General Meeting of Shareholders
to be held on November 1, 2011

        This proxy statement is being furnished to our shareholders in connection with the solicitation of proxies on behalf of the Board of Directors of Foster Wheeler AG or the independent proxy to be voted at the Extraordinary General Meeting of Shareholders to be held on November 1, 2011, and any postponements thereof, at the time and place and for the purposes set forth in the accompanying Notice of and Invitation to Attend the Extraordinary General Meeting of Shareholders. This proxy statement and the accompanying proxy card are being sent to shareholders on or about September 19, 2011. If you own registered shares, please date, sign and return all proxy cards to ensure that all of your shares are represented at the Extraordinary General Meeting.

        Shares represented by valid proxies will be voted in accordance with the instructions provided by the proxies or, in the absence of specific instructions, in accordance with the recommendations of our Board of Directors. You may revoke your proxy by signing another proxy card with a later date and returning it to us prior to the Extraordinary General Meeting or attending the meeting in person and casting a ballot.

        A copy of our Annual Report on Form 10-K, including our audited consolidated financial statements for the fiscal year ended December 31, 2010 and the other information required under the rules and regulations of the Securities and Exchange Commission, which we refer to as the SEC, was enclosed with the proxy statement for our annual general meeting of shareholders held on May 3, 2011. Our Annual Report on Form 10-K also is available publicly on our web site at www.fwc.com.

        Our Board of Directors has fixed the close of business on September 7, 2011 as the record date for determination of shareholders entitled to vote at the Extraordinary General Meeting and any postponements thereof. There were 116,919,868 shares outstanding as of the record date that are entitled to vote at the Extraordinary General Meeting.

        Admission to the Extraordinary General Meeting will be by admission ticket only.     For shareholders of record entitled to vote, the bottom portion of the enclosed proxy card is your admission ticket. Beneficial owners with shares held through an intermediary, such as a bank or broker, should request admission tickets by writing to the Office of the Corporate Secretary, Foster Wheeler AG, c/o Foster Wheeler Inc., Perryville Corporate Park, 53 Frontage Road, PO Box 9000, Hampton, NJ 08827-9000, and include proof of share ownership, such as a copy of a bank or brokerage firm account statement or a letter from the broker, trustee, bank or nominee holding your shares, confirming your beneficial ownership of such shares as of the record date of September 7, 2011.

Important Notice Regarding the Availability of Proxy Materials for the Extraordinary General
Meeting of Shareholders to Be Held on November 1, 2011. This proxy statement and our annual report
to shareholders are available at www.fwc.com/2011EMmaterials.

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PART I

THE EXTRAORDINARY GENERAL MEETING

Time, Date and Place

        The Extraordinary General Meeting will be held at 1:00 p.m., Central European Time, on Tuesday, November 1, 2011, at our offices at Lindenstrasse 10, 6340 Baar, Switzerland.

Who Can Vote

        Only shareholders who are registered as shareholders with voting rights at the close of business on September 7, 2011, as shown in our share register, will be entitled to vote, or to grant proxies to vote, at the Extraordinary General Meeting. If you acquire shares after the record date you will not be entitled to vote these shares.

        Under our Articles of Association, only shareholders who are shareholders registered with voting rights in our share register are entitled to vote. If you hold your shares in street name, your shares are registered in the name of CEDE & Co. with voting rights and you can direct your bank, broker or other shareholder of record how to vote your shares as described below. If you are a shareholder of record and received your shares in connection with our redomestication to Switzerland, your shares are registered in your name with voting rights. If you are a shareholder of record and acquired your shares after our redomestication to Switzerland on February 9, 2009, your shares are registered in your name with voting rights unless you have not delivered a completed application for registration as a shareholder with voting rights to our transfer agent, BNY Mellon, or you received a notice from our transfer agent that the registration of your shares with voting rights has been denied.

Shareholders of Record and Beneficial Owners

        If your shares are registered directly in our share register administered by BNY Mellon in your name, you are considered to be the "shareholder of record" for those shares. The Notice of and Invitation to Attend the Extraordinary General Meeting of Shareholders, Proxy Statement and proxy card documents have been sent directly to you by us.

        If your shares are held in street name in a stock brokerage account or by a bank or other shareholder of record, you are considered the "beneficial owner" of shares held in street name. The Notice of and Invitation to Attend the Extraordinary General Meeting of Shareholders, proxy statement and proxy card documents have been forwarded to you by your bank, broker or other shareholder of record. As the beneficial owner, you have the right to direct your bank, broker or other holder of record on how to vote your shares by using the voting instruction card included in the mailing or by following their instructions for voting.

Quorum

        Our Articles of Association require the presence of a quorum for the Extraordinary General Meeting. The presence at the Extraordinary General Meeting, in person or by proxy, of shareholders holding in excess of 50% of our shares registered with voting rights will constitute a quorum. Abstentions and broker non-votes will be counted as present for purposes of determining the presence or absence of a quorum at the Extraordinary General Meeting.

Proxies

        A proxy card is being sent to each of our shareholders of record entitled to vote who held shares as of the record date. Shareholders of record who are entitled to vote can grant a proxy to vote on the proposals presented by completing a proxy card and returning it by mail as explained in the next

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section entitled "How You Can Vote." If you hold shares in street name through an intermediary, such as a bank, broker, or other nominee, you will receive voting instructions from that firm. Your bank or broker may allow you to direct the voting of your shares by methods other than by mail, including by Internet or telephone. Please check the voting instruction form(s) provided to you by such person to see if they offer Internet or telephone voting. Shareholders of record without voting rights have received this proxy statement but no proxy card. If you believe you are a shareholder of record with voting rights and have not received a proxy card, you may (provided you are registered in our share register) request a proxy card by contacting BNY Mellon at 1-800-358-2314 (within the United States) or 1-201-680-6578 (outside the United States).

        On your proxy card, you can appoint as your proxy either:

•

The representatives of Foster Wheeler as named on the proxy card (Raymond J. Milchovich, John A. Doyle, Jr. and Michelle K. Davies); or



•

Mr. Sandro Tobler, Reichlin & Hess, Rechtsanwälte, Hofstrasse 1a, 6300 Zug, Switzerland, acting as independent proxy as specified in article 689c of the Swiss Code of Obligations (with right of substitution to a third person in the case of compelling circumstances) as required under Swiss law.

        If you have timely submitted your properly executed proxy card(s) and clearly indicated your votes, your shares will be voted as indicated. If you have timely submitted your properly executed proxy card(s) but have not clearly indicated your vote on any of the proposals, your shares will be voted in accordance with the recommendations of our Board of Directors.

        The members of our management that have been appointed as proxy agents of our Board of Directors intend to vote for each proposal in this proxy statement as recommended by the Board of Directors, unless explicitly instructed otherwise by you on the proxy card. If any other matters are properly presented at the Extraordinary General Meeting for consideration, the members of our management named in the proxy card will vote on these matters in accordance with the recommendations of our Board of Directors. Mr. Tobler, the independent proxy, will not be entitled to vote on any such matter without specific instruction. We are not aware of any matters that are expected to come before the Extraordinary General Meeting other than those described in the Notice of and Invitation to Attend the Extraordinary General Meeting of Shareholders and this proxy statement.

How You Can Vote

        Each outstanding share registered in our share register as a share with voting rights is entitled to one vote at the Extraordinary General Meeting. Pursuant to rules of the SEC, boxes and a designated blank space are provided on the proxy card for shareholders to mark if they wish to vote "for," "against" or "abstain" on a proposal.

        If your shares are registered in Foster Wheeler's share register in your name, you may vote by written proxy or in person (including through a legal representative authorized by a written power of attorney) at the Extraordinary General Meeting.

        Please mark your proxy card, date and sign it, and return it in the enclosed envelope. If you misplaced your business reply envelope, you should mail your proxy card to BNY Mellon, Proxy Processing, P.O. Box 3550, South Hackensack, New Jersey 07606-9250. If you plan to attend the Extraordinary General Meeting in person, please retain the bottom portion of the proxy card as your admission ticket. Please date, sign and return all proxy cards that have been mailed to you to ensure that all of your shares are represented at the Extraordinary General Meeting.

        If you hold shares through an intermediary such as a bank, broker or nominee, which we refer to collectively as a broker, the broker may generally vote the shares it holds in accordance with

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instructions received from you. Therefore, please follow the instructions provided by your broker when directing the voting of your shares. If you do not give instructions to your broker, your broker can vote the shares it holds with respect to "discretionary" or routine proposals if your broker is subject to Rule 452 of the Listed Company Manual of the New York Stock Exchange, which we refer to as NYSE Rule 452. However, under NYSE Rule 452, your broker cannot vote shares with respect to non-discretionary proposals for which a shareholder has not given instruction. Proposal 1 relating to the election of two directors is a non-discretionary proposal and, therefore, may not be voted upon by your broker if you do not instruct your broker and your broker is subject to NYSE Rule 452.

Revocation of Proxy

        If you appoint a proxy, you may revoke that proxy at any time before it is voted at the Extraordinary General Meeting. You may do this by signing another proxy card with a later date and returning it to BNY Mellon prior to the meeting or attending the meeting in person and casting a ballot or by appointing a representative to cast a ballot at the meeting. If you hold your shares in the name of a bank, broker or other nominee, please follow the instructions provided by your bank, broker or nominee in revoking any previously granted proxy.

Solicitation of Proxies

        We will bear the expense of preparing, printing and mailing this proxy statement and the accompanying material. Solicitation of individual shareholders may be made by mail, personal interviews, telephone, facsimile, electronic delivery or other telecommunications by our officers and regular employees who will receive no additional compensation for such activities. In addition, we have retained Morrow & Co., LLC to solicit proxies at a cost of $5,500, plus reimbursement for out-of-pocket expenses. We will reimburse brokers and other nominees for their expenses in forwarding solicitation material to beneficial owners.

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PART II

PROPOSAL

PROPOSAL 1—ELECTION OF TWO DIRECTORS FOR TERMS EXPIRING AT OUR ANNUAL
GENERAL MEETINGS TO BE HELD IN 2012 AND 2014

        In accordance with our Articles of Association, our Board of Directors is divided into three classes, with one class of directors to be selected for election each year for a three-year term. Each of the members of Foster Wheeler AG's Board of Directors who was serving on January 15, 2009 was elected as a Director by Foster Wheeler-Bermuda as sole shareholder on January 15, 2009. As part of our redomestication to Switzerland, all members of the Board of Directors of Foster Wheeler-Bermuda were elected to the Board of Directors of Foster Wheeler AG for the same term to which each director had been elected on Foster Wheeler-Bermuda's Board of Directors. Service as a member of our Board described below includes time served as a director of Foster Wheeler-Bermuda prior to the redomestication.

        Pursuant to a recommendation by our Governance and Nominating Committee, our Board of Directors has unanimously nominated J. Kent Masters and Henri Philippe Reichstul for election to our Board of Directors at this Extraordinary General Meeting. If elected, the term of Mr. Masters will expire at our annual general meeting to be held in 2012, and the term of Mr. Reichstul will expire at our annual general meeting to be held in 2014. Our Governance and Nominating Committee identified both nominees through a third party search firm.

        On July 25, 2011, we announced our senior leadership succession plan pursuant to which Mr. Masters will become our Chief Executive Officer, effective October 1, 2011. Umberto della Sala, a Director and our President and Chief Operating Officer and Chief Executive Officer of our Global Engineering and Construction Group, will continue to serve as Interim Chief Executive Officer through September 30, 2011. In addition, Raymond J. Milchovich has informed the Board of Directors that he will resign from the Board on November 3, 2011. The Board has been actively planning for Milchovich's eventual departure and expects to announce its succession plan for the role of Chairman of the Board on or before November 3, 2011.

        One of our Directors, Eugene D. Atkinson, has advised us that he is resigning from the Board of Directors effective October 30, 2011. Thus, upon Mr. Masters's and Mr. Reichstul's election to our Board of Directors, our Board of Directors will consist of eleven members. After the retirement of Mr. Milchovich on November 3, 2011, our Board of Directors will consist of ten members. Our Articles of Association provide that our Board of Directors shall consist of not less than three and not more than twenty directors. Under Swiss law and our Articles of Association, a vacancy or newly created directorship as proposed by our Board of Directors may only be filled by a vote of our shareholders at a general meeting of shareholders.

        The members of our management that have been appointed as proxy agents of our Board of Directors intend to vote for the proposal in this proxy statement as recommended by the Board of Directors, unless otherwise instructed. If either nominee becomes unable to accept nomination or election, the Board of Directors will either select a substitute nominee after identifying a suitable candidate or determine not to select a substitute nominee. If the Board of Directors selects a substitute nominee, proxies will, unless explicitly instructed otherwise, be voted for the substitute nominee.

        Following is the name, principal occupation, age, and certain other information for Mr. Masters and Mr. Reichstul, the nominees for director, and for the other continuing directors, including the specific experience, qualifications, attributes and skills of the director nominees and each continuing director in relation to the criteria for director candidates described under "Director Nominations— Other Criteria; Nomination Method ."

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Nominee for Election at this Extraordinary General Meeting for a Term Expiring at our Annual General Meeting to be held in 2012

J. Kent Masters

        Mr. Masters, who is 50 years old, will become our Chief Executive Officer on October 1, 2011. Prior to joining our company, he served as a member of the Executive Board of Linde AG, a world-leading gases and engineering company, from 2006 to 2011. At Linde, Mr. Masters had responsibility for the Americas, Africa, the South Pacific, the global business unit Healthcare, and the business area Merchant and Packaged Gases. He was employed by BOC Group plc, a global industrial gas company that was publicly traded on the London Stock Exchange, from 1984 until the acquisition of BOC by Linde in 2006. Mr. Masters served in roles of increasing responsibility at BOC, including as Chief Executive, Industrial and Special Products, from 2005 to 2006, and as President, Process Gas Solutions-Americas, from 2002 to 2005. He also served on the board of directors of BOC from 2005 to 2006. Mr. Masters has been a director of Rockwood Holdings, Inc., a global manufacturer of chemicals and advanced materials whose shares are publicly traded on the NYSE, since 2007, and serves on its Audit and Compensation Committees. He also served as the non-executive Chairman of African Oxygen Limited, a public company traded on the Johannesburg Stock Exchange, from April 2005 to May 2011.

        Mr. Masters has significant experience in the global industrial gas and chemicals industry as a result of more than 20 years of experience with several global industrial gas and chemical companies, including as member of the Executive Board of Linde and as Chief Executive, Industrial and Special Products, for BOC. He has significant international and regional experience, including regional expertise in the Americas, Africa and the South Pacific. In addition, he has extensive experience in corporate governance as a result of his service as a director for Rockwood Holdings, Linde, BOC and African Oxygen Limited.

Nominee for Election at this Extraordinary General Meeting for a Term Expiring at our Annual General Meeting to be held in 2014

Henri Philippe Reichstul

        Mr. Reichstul, who is 62 years old, is the founder and has been the Chief Executive Officer of G&R—Gestão Empresarial, a consulting firm, since 2003. He served as Chairman and Chief Executive Officer of Brenco (Companhia Brasileira de Energia Renovável), a Brazilian ethanol production company, from 2007 until 2010. He served as President of Globopar S.A., a leading Brazilian media company, from 2002 to 2003, and as Chief Executive Officer and President of Petrobrás (Petroleo Brasileiro S.A.), a Brazilian petroleum company, from 1999 to 2001. Mr. Reichstul served as Executive Vice President and a Partner of Banco Inter-American Express S.A., a private financial institution, from 1988 to 1999. He also has been a partner and director of Sayad, Reichstul & Luna, a consulting firm, since 1987. Mr. Reichstul served in various government positions in Brazil from 1983 to 1987, including President of IPEA (Instituto de Planejamento Economico e Social) and Secretary General of the Ministry of Planning, Secretary of SEST (Secretaria de Controle de Empresas Estatais), the state enterprise budget office in the Ministry of Planning, and Controller of State Enterprises for the State of São Paulo Finance Secretariat.

        Mr. Reichstul is currently a member of the board of directors of Repsol YPF, S.A., a publicly traded international oil and gas company, serving on its Executive Committee (Comision Delegada), of Gafisa SA, one of Brazil's largest homebuilders, serving on its Compensation Committee, and of PSA Peugeot Citroën, a publicly traded French automobile company, serving on its Strategy Committee. He also serves on the international advisory board of Crédit Agricole Group, a large French retail banking group, and on the strategic board of ABDIB (Associação Brasileira da Infra-Estrutura e Indústrias de Base), a non-profit trade association. Previously, Mr. Reichstul served on the boards of directors of Telebrás, the former Brazilian state-owned monopoly telephone system, Eletrobrás (Centrais Elétricas

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Brasileiras S.A.), a large Brazilian power utility company, Siderbrás, a Brazilian state-owned steel holding company, BNDES (National Bank for Economic and Social Development), Borlem S.A. (Empreendimentos Industriais), a motor vehicle parts manufacturer, CEF (Caixa Econômica Federal), a Brazilian state-owned financial institution, Lion S.A., an agricultural company, Petrobrás, an energy company, TAM Airlines, a large Brazilian airline company, Vivo S.A., a telecommunications company, CBD-Pão de Açucar Group, a distribution company, and Ashmore Energy International (AEI), an energy company.

        Mr. Reichstul brings to our Board of Directors significant knowledge and experience in energy related business, and in particular the oil and gas sectors, from his position as Chief Executive Officer at each of Petrobrás and Brenco and his directorships at Repsol, AEI, and Eletrobrás. He brings regional expertise in Latin America, an area of significant growth opportunity for us. In addition, he has extensive experience in international corporate governance as a result of his service as a director and on key board committees for a number of international companies, including as a member of the Executive Committee (Repsol), the Audit Committee (TAM, CBD and Vivo), the Compensation Committee (Gafisa, AEI and CBD) and the Strategic Committee (TAM and PSA-Peugeot) for many of these companies.

Requisite Vote

        Election of each nominee for director requires the affirmative vote of a majority of the votes cast at the Extraordinary General Meeting, assuming there is a quorum at the meeting. Abstentions will be treated as present at the Extraordinary General Meeting for purposes of determining the presence of a quorum, but will have no effect in determining whether the proposal is approved.

Our Board of Directors recommends a vote "FOR" the election of the nominees for director.

Similar Information on Continuing Directors

Eugene D. Atkinson

        Mr. Atkinson is the founder and has been the Managing Partner of Atkinson Capital, LLC, an investor in hedge funds, since June 2005. From May 2000 until May 2005, Mr. Atkinson was a Managing Partner with RHJ Industrial Partners, a private equity firm. From 1984 until 1990, Mr. Atkinson was a Limited Partner with The Goldman Sachs Group Inc., a leading global investment banking, securities and investment management firm, and from 1990 until 1999 he served as Chairman of Goldman Sachs (International). Mr. Atkinson, who is 66 years old, became a member of our Board of Directors in 1995. On September 14, 2011, Mr. Atkinson advised us that he will resign from the Board of Directors effective October 30, 2011. His term would have expired at our annual general meeting in 2013.

        Mr. Atkinson brings extensive financial services and corporate finance experience to our Board of Directors as a result of his senior leadership roles at Atkinson Capital, RHJ Industrial Partners and Goldman Sachs, including as Chairman of Goldman Sachs (International). He also brings regional expertise, as during his tenure at Goldman Sachs, Mr. Atkinson spent approximately ten years in Asia, an area of significant growth opportunities for us. Our Board of Directors has determined that Mr. Atkinson is an "Audit Committee Financial Expert," as defined under the rules promulgated by the SEC.

Clayton C. Daley, Jr.

        Mr. Daley was the Vice Chairman of The Procter & Gamble Company, a consumer products company, from January 2009 until his retirement in September 2009. Mr. Daley was the Vice Chairman and Chief Financial Officer of The Procter & Gamble Company from July 2007 to January 2009 and its

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Chief Financial Officer from 1999 until July 2007. Mr. Daley currently serves on the Board of Directors and is Chairman of the Audit Committee and a member of the Compensation and Executive Development and Governance and Nominating Committees of Nucor Corporation, a manufacturer of steel and steel products, and is a director and Chairman of the Audit Committee and a member of the Compensation and Option Committee of Starwood Hotels & Resorts Worldwide, Inc., a hotel and leisure company, each of whose shares are publicly traded on the NYSE. Mr. Daley also serves as a senior advisor to TPG Capital, a private equity firm. Mr. Daley, who is 59 years old, became a member of our Board of Directors in November 2009. His term will expire at our annual general meeting in 2014.

        Mr. Daley has significant experience in corporate financial management and financial expertise relevant to large, global businesses as a result of his service as the Vice Chairman and Chief Financial Officer of Procter & Gamble. He also has significant experience in corporate governance as a director of two public companies, Nucor and Starwood Hotels & Resorts, and as an advisor to a private equity firm. Our Board of Directors has determined that Mr. Daley is an "Audit Committee Financial Expert," as defined under the rules promulgated by the SEC.

Umberto della Sala

        Mr. della Sala has been employed by us for 37 years, serving us and our subsidiaries in various positions of increasing responsibility in Europe and in the United States. Mr. della Sala was named our Interim Chief Executive Officer on October 22, 2010 and will continue to serve in that role until September 30, 2011. Mr. della Sala was named our President and Chief Operating Officer on January 30, 2007, a role he has continued to fill and is expected to continue to fill after September 30, 2011. Prior to his appointment as our President and Chief Operating Officer, Mr. della Sala served and continues to serve as Chief Executive Officer of our Global Engineering and Construction Business Group (which we refer to as our Global E&C Group) since June 2005, and also served as the President and Chief Executive Officer of Foster Wheeler Continental Europe S.r.l from 2001 until January 1, 2010. He has also held other senior positions with us, including Vice President of Foster Wheeler USA Corporation, which we refer to as FWUSA, from 1997 to 2000. Mr. della Sala, who is 63 years old, was elected as a member of our Board of Directors at an Extraordinary General Meeting of Shareholders held on February 24, 2011. His term will expire at our annual general meeting in 2012.

        Mr. della Sala has 37 years of experience in our industry and our businesses as a result of his many years of service to us and our subsidiaries in various capacities throughout his career, including as our Interim Chief Executive Officer since October 22, 2010 and as our President and Chief Operating Officer since January 30, 2007.

Steven J. Demetriou

        Mr. Demetriou since December 2004 has been the Chairman and Chief Executive Officer of Aleris International, Inc., a producer of aluminum rolled products whose shares were publicly traded on the NYSE from December 2004 to December 2006. In February 2009, Aleris International, Inc. filed a petition for voluntary reorganization under Chapter 11 of the U.S. Bankruptcy Code and emerged from reorganization under Chapter 11 in June 2010. From June 2004 to December 2004, Mr. Demetriou served as President, Chief Executive Officer and Director of Commonwealth Industries, Inc., a manufacturer of aluminum sheet and flexible aluminum conduit, and from 2001 until June 2004, Mr. Demetriou served as President and Chief Executive Officer of Noveon, Inc., a specialty chemical company. Mr. Demetriou has also held various management and leadership positions with IMC Global Inc., Cytec Industries Inc., and Exxon Mobil Corporation. Mr. Demetriou is a director, Chairman of the Compensation Committee and a member of the Nominating and Governance Committee of OM Group, Inc., a diversified, global developer, producer and marketer of value-added, metal-based specialty chemicals and advanced materials and whose shares are publicly traded on the

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NYSE. He is a director and member of the Governance and Nominating Committee of Kraton Performance Polymers, Inc., a specialty chemicals company whose shares are publicly traded on the NYSE. Mr. Demetriou was previously a director and a member of the Compensation Committee of ElkCorp, a manufacturer of premium roofing and composite building products, whose shares were previously publicly traded on the NYSE. Mr. Demetriou, who is 53 years old, became a member of our Board of Directors in 2008. His term will expire at our annual general meeting in 2013.

        Mr. Demetriou has significant experience in the chemicals industry as a result of his service as an executive officer or director of several global specialty chemical companies. In addition, Mr. Demetriou has experience in the global energy industry as a result of his leadership positions at Exxon Mobil. He has served as chief executive officer of several companies, including in his current role as Chief Executive Officer at Aleris International, where he also serves as Chairman. He has significant experience in corporate governance as a result of his senior leadership roles and his service as a director of OM Group, Kraton Performance Polymers and ElkCorp.

Edward G. Galante

        Mr. Galante served as a Senior Vice President and member of the Management Committee of Exxon Mobil Corporation, the largest publicly traded petroleum and petrochemical enterprise in the world, from August 2001 until his retirement in 2006. From 1999 to August 2001, Mr. Galante was Executive Vice President of ExxonMobil Chemical Company and, from 1997 to 1999, Mr. Galante was Chairman and Managing Director of Esso (Thailand) Public Company Limited. Since 1972, Mr. Galante served in various management positions of increasing responsibility with Exxon Mobil Corporation. Mr. Galante is also a director and a member of the Compensation and Management Development and Governance and Nominating Committees of Praxair, Inc., one of the world's largest industrial gases companies and whose shares are publicly traded on the NYSE. He is also a director and member of the Governance and Nominating Committee of Clean Harbors, Inc., a provider of environmental, energy and industrial services, whose shares are publicly traded on the NYSE. Mr. Galante, who is 60 years old, became a member of our Board of Directors in 2008. His term will expire at our annual general meeting in 2014.

        Mr. Galante has substantial experience in the oil, gas, refining and chemical sectors of the energy industry as a result of his 34-year career at Exxon Mobil, including as Senior Vice President. As a result of his experience at Exxon Mobil, Mr. Galante also has significant experience in the operations and management of a large, global business and as a client of engineering and construction firms. In addition, he has experience as a director of a public company as a result of his service as a member of the board of directors of Praxair and Clean Harbors.

Stephanie Hanbury-Brown

        Ms. Hanbury-Brown has been the Managing Director of Golden Seeds LLC, which provides investment capital to early stage, high growth companies, since its founding in 2004. Prior to that, she spent 20 years working in the financial services industry in Sydney, London and New York. The majority of her career was with J.P. Morgan, where she headed several global businesses including Global Head of Futures and Options, Head of International Private Banking, Chief Operating Officer of Global Equities and Head of eCommerce. Ms. Hanbury-Brown also served as a director and a member of the Audit and Compensation and Human Resources Committees of RiskMetrics Group, Inc., a provider of risk management and corporate governance products and services whose shares were traded on the NYSE until the sale of the company in June 2010. Ms. Hanbury-Brown, who is 54 years old, became a member of our Board of Directors in 2004. Her term will expire at our annual general meeting in 2013.

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        Ms. Hanbury-Brown has more than 20 years of experience in the financial services industry, in senior leadership positions at Golden Seeds and J.P. Morgan. She also has significant international and regional experience, having managed several global businesses at J.P. Morgan and having worked in Sydney and London. As a venture capitalist at Golden Seeds, Ms. Hanbury-Brown has significant experience in corporate financial management and financial expertise as a result of her oversight of Golden Seeds' portfolio companies. Ms. Hanbury-Brown also has experience in risk management and corporate governance best practices as a result of her prior service as a director of RiskMetrics Group, a provider of risk management and corporate governance products and services whose shares were publicly traded on the NYSE until the sale of the company in June 2010. Our Board of Directors has determined that Ms. Hanbury-Brown is an "Audit Committee Financial Expert," as defined under the rules promulgated by the SEC.

John M. Malcolm

        Dr. Malcolm has been an independent energy consultant since January 2011. Prior to that, Dr. Malcolm served for 25 years in various capacities with Royal Dutch Shell plc, a global group of energy and petrochemicals companies, including as the Managing Director of Petroleum Development Oman LLC, the largest oil and gas producer in Oman, from 2002 to 2010, and as General Manager/Managing Director of Al Furat Petroleum Company, the largest joint venture oil and gas producer in Syria, from 1999 to 2002. Dr. Malcolm also serves as a director of Partex Oil & Gas (Holdings) Corporation, an international oil and gas company. Dr. Malcolm, who is 61 years old, became a member of our Board of Directors in 2011. His term will expire at our annual general meeting in 2013.

        Dr. Malcolm brings significant experience in the global energy industry, especially the international upstream oil and gas sector, as a result of his over 25 years of experience with Royal Dutch Shell plc. In addition, Dr. Malcolm's prior experience provides him with extensive knowledge of the chemical and refining sectors. By profession he is a UK Chartered Engineer and has had extensive interface with the international engineering, procurement and construction industry.

Raymond J. Milchovich

        Mr. Milchovich was our Chairman and Chief Executive Officer from October 2001 until May 31, 2010. Effective June 1, 2010, Mr. Milchovich relinquished his duties as Chief Executive Officer of the Company and became non-executive Chairman of the Board of Directors and a consultant to the Company. From October 2001 until January 2007, Mr. Milchovich also served as our President. From January 2000 until October 2001, Mr. Milchovich served as the Chairman, President and Chief Executive Officer of Kaiser Aluminum Corporation and its subsidiary, Kaiser Aluminum & Chemical Corporation, a leading producer and marketer of aluminum and aluminum fabricated products. In February 2002, Kaiser Aluminum Corporation commenced a voluntary petition under Chapter 11 of the United States Bankruptcy Code. From September 2002 through September 2007, Mr. Milchovich served as a director and a member of the Audit, Compensation and Executive Development and Governance and Nominating Committees of Nucor Corporation, a NYSE-listed manufacturer of steel and steel products. From December 2005 until October 2009, he was a director and a member of the Compensation and Executive Development Committee of Delphi Corporation, a company specializing in mobile electronics and transportation components and systems technology. Mr. Milchovich, who is 61 years old, became a member of our Board of Directors in 2001. Mr. Milchovich has advised us that he will retire from the Board on November 3, 2011. His term would have expired at our annual general meeting in 2014.

        Mr. Milchovich has significant experience in our industry and our businesses as a result of his service as our Chairman and Chief Executive Officer from October 2001 until May 31, 2010 and as a result of his service since June 1, 2010 as our non-executive Chairman of the Board of Directors and a

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consultant to the Company. Mr. Milchovich has additional experience as a chairman and chief executive officer as a result of his previous role as the Chairman, President and Chief Executive Officer of Kaiser Aluminum Corporation. Mr. Milchovich also has significant experience in corporate governance as a result of his prior service on the board of directors of two public companies, Nucor and Delphi.

Roberto Quarta

        Mr. Quarta joined Clayton, Dubilier & Rice LLC, a private equity firm, as an operating partner in 2001 and was appointed Chairman Europe in 2009. Mr. Quarta served as Chief Executive Officer of BBA Group plc, a multinational aviation services and materials technology company, from 1993 to 2001, and then as Chairman from 2001 to 2007. Prior to that, he spent 17 years in a variety of senior management positions with BTR plc, a global diversified industrial conglomerate. Mr. Quarta currently serves as the Chairman of the Supervisory Board of Rexel SA, a leading global electrical distributor to the industrial, residential and commercial sectors. He serves on the Board of Directors of IMI plc, an international engineering group, and is expected to become non-executive Chairman commencing November 1, 2011. Mr. Quarta also serves on the Board of Directors of BAE Systems plc, a global defense, security and aerospace company, and is a member of the Compensation Committee. Previously, Mr. Quarta served as a director of Azure Dynamics Corporation, a manufacturer of hybrid electric vehicles, controls and powertrain systems, Equant NV, a global LAN telecommunications provider, and PowerGen plc, a major UK energy provider. Mr. Quarta, who is 62 years old, became a member of our Board of Directors in 2011. His term will expire at our annual general meeting in 2012.

        Mr. Quarta has extensive knowledge of corporate financial management and expertise in financial markets as a result of his experience with Clayton, Dubilier & Rice. He also has significant leadership experience relevant to a large, global business due to the years of service in senior management positions at BTR and his Chief Executive Officer and Chairman positions at BBA Group. Mr. Quarta also has extensive experience in corporate governance as a result of his service as a director for a number of companies, including as a member of the Audit Committee (BAE Systems, Azure, Equant and PowerGen) and Compensation Committee (IMI, Rexel, BAE Systems, Equant and PowerGen) for many of these companies.

Maureen B. Tart-Bezer

        Ms. Tart-Bezer served as the Executive Vice President and Chief Financial Officer of Virgin Mobile USA, a wireless mobile virtual network operator, from January 2002 through June 2006. From January 2000 through December 2001, she was the Executive Vice President and General Manager of the American Express Company, U.S. Consumer Charge Group and from 1977 to January 2000 served in various senior financial positions with AT&T Corporation including Senior Vice President and Corporate Controller as well as Senior Vice President and Chief Financial Officer for the Consumer Services Group. Ms. Tart-Bezer currently serves on the Board of Directors and is the Chairperson of the Audit Committee and a member of the Finance and Governance Committees of The Great Atlantic & Pacific Tea Company, Inc., a company whose shares are publicly traded on the NYSE. She also serves as a member of the Board of Directors of Sun Products Corp., a privately held company that manufactures consumer products, and is the Chairperson of the Audit Committee. Ms. Tart-Bezer also served as a director of Playtex Products, Inc., whose shares were publicly traded on the NYSE until the company was acquired in October 2007. Ms. Tart-Bezer, who is 56 years old, became a member of our Board of Directors in 2008. Her term will expire at our annual general meeting in 2012.

        Ms. Tart-Bezer has substantial corporate financial management, reporting and risk management expertise as a result of her service in a number of senior financial leadership roles, including as the former Executive Vice President and Chief Financial Officer of Virgin Mobile USA. In addition, Ms. Tart-Bezer has experience as a director of other publicly traded companies, such as The Great Atlantic & Pacific Tea Company and Playtex Products. Our Board of Directors has determined that

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Ms. Tart-Bezer is an "Audit Committee Financial Expert," as defined under the rules promulgated by the SEC.

James D. Woods's Service as a Director in 2011

        Mr. Woods was a member of our Board of Directors from 2002 until his resignation as a member of our Board of Directors effective July 31, 2011.

Robert C. Flexon's Service as a Director in 2010

        Robert C. Flexon was a member of our Board of Directors from 2006 until his resignation as a member of our Board of Directors in connection with his appointment as President and Chief Executive Officer of FWUSA in November 2009. He was again elected a member of our Board of Directors as of June 1, 2010, and served until his resignation on November 9, 2010. Mr. Flexon served as our Chief Executive Officer from June 1, 2010 to October 22, 2010.

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PART III

OTHER MATTERS

Ownership of Shares by Directors, Director Nominees and Executive Officers

        The following table sets forth, as of September 7, 2011, beneficial ownership of our shares by each director or director nominee, by each executive officer named in the Summary Compensation Table in this proxy statement and by all directors and executive officers as a group. As of September 7, 2011, there were 116,919,868 shares outstanding and entitled to vote at the Extraordinary General Meeting.

Amount and Nature of Beneficial Ownership of Shares

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Other Beneficial Owners

        Based upon our review of Schedule 13G or Schedule 13D filings with the SEC through September 7, 2011 and other publicly available information, the following entities are known to our management to be beneficial owners of more than five percent of our outstanding shares, as indicated.

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Executive Officers

        Information regarding Mr. della Sala, our Interim Chief Executive Officer (until September 30, 2011), President and Chief Operating Officer, is provided under Proposal 1 of this proxy statement under the caption "Similar Information on Continuing Directors." Mr. Masters will assume the role of Chief Executive Officer on October 1, 2011. Information regarding Mr. Masters is provided under Proposal 1 of this proxy statement under the caption "Nominee for Election at this Extraordinary General Meeting for a Term Expiring at our Annual General Meeting to be held in 2012."

Franco Baseotto

        Mr. Baseotto, who is 53 years old, has been employed by us for 20 years, serving us and our subsidiaries in various positions of increasing responsibility in Europe and the United States. Mr. Baseotto has served as our Executive Vice President and Chief Financial Officer since August 13, 2007. Mr. Baseotto was also elected our Treasurer on January 31, 2008. From July 2005 to August 2007, Mr. Baseotto served as the Financial Leader of our Global E&C Group and, from October 2003 to August 2007, as the Chief Financial Officer of Foster Wheeler Continental Europe S.r.l., an indirect, wholly-owned subsidiary within our Global E&C Group. From March 2003 to July 2003, Mr. Baseotto served as Director of Finance of Foster Wheeler Inc., an indirect, wholly-owned subsidiary domiciled in the United States and which we refer to as FWI. From June 1998 to February 2003, Mr. Baseotto served as Director of Finance of Foster Wheeler Continental Europe S.r.l.

Michelle K. Davies

        Ms. Davies, who is 51 years old, was elected our Acting General Counsel, effective January 1, 2010, and Corporate Secretary, effective April 7, 2011. From October 2008, Ms. Davies served as General Counsel for Foster Wheeler Energy Limited, our largest indirect, wholly-owned subsidiary. Prior to joining us, Ms. Davies was the Group Legal Director and Company Secretary and Member of the Executive Committee of English Welsh & Scottish Railway Limited from July 2001 until July 2008. From April 1997 to April 2001 she served as Head of Legal and Regulatory Affairs and Company Secretary for NIREX Limited. Ms. Davies has more than 25 years of experience in complex corporate legal matters.

Rakesh K. Jindal

        Mr. Jindal, who is 52 years old, was elected our Vice President of Tax on January 25, 2005. From June 2000 until January 2005, Mr. Jindal served as Corporate Tax Director of FWI, and, from December 1996 until June 2000, he served as Assistant Director of Tax of FWI.

Michael S. Liebelson

        Mr. Liebelson, who is 55 years old, was elected our Executive Vice President and Chief Development Officer on June 1, 2010. From 2008 to December 2009, Mr. Liebelson was employed as Chief Development Officer, Low-Carbon Technologies for NRG Energy, Inc. From 2006 to 2008, he was a consultant to NRG Energy, Inc. and LS Power Corporation. From 2002 to 2005, Mr. Liebelson was CEO of Zolaris Biosciences LLC, a company formed to commercialize peptide stabilization technology. From 1990 to 1998, Mr. Liebelson co-founded, co-managed and held a 50% ownership interest in LS Power Corporation, and since 1998 Mr. Liebelson has been a limited partner of several

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entities affiliated with the LS Power Group. Prior to 1990, Mr. Liebelson held various management positions with Commercial Union Energy Corporation, Ahlstrom-Pyropower and Air Products and Chemicals. He started his professional career as a chemical engineer at an Exxon refinery.

Gary T. Nedelka

        Mr. Nedelka, who is 57 years old, has been employed by us for 30 years, serving us and our subsidiaries in various positions of increasing responsibility in commercial operations and engineering management. Mr. Nedelka was promoted to the position of Chief Executive Officer and President of our Global Power Group, effective January 1, 2009. Prior to his current position, Mr. Nedelka served as President and Chief Executive Officer of Foster Wheeler North America Corp., an indirect, wholly-owned subsidiary within our Global Power Group, since 2006. From 2000 to 2006, Mr. Nedelka served as President and General Manager of our operating companies in China. Mr. Nedelka also serves as a director of Cotton Holdings, Inc., a leading disaster services company providing restoration and disaster recovery services.

Jonathan C. Nield

        Mr. Nield, who is 47 years old, was elected our Vice President, Project Risk Management, effective May 1, 2011. Mr. Nield has been employed by us for 25 years. He has been a director of Foster Wheeler Energy Limited since July 2006 and has served in various executive positions with that company, including as Director, Operations, from August 2006 to December 2009, and Director, Project Executive, from January 2010 to December 2010.

Troy Roder

        Mr. Roder, who is 45 years old, has been employed by us for 22 years. Mr. Roder was promoted to the position of Chairman and Chief Executive Officer of FWEL on January 1, 2010. From March 2006 until December 2009, Mr. Roder served as President and Chief Executive Officer and was Senior Vice President from January 2004 until March 2006 of FWUSA. Since joining us in 1989, Mr. Roder has held various management and project execution positions of increasing responsibility in the chemical, petrochemical, oil & gas, refining, and power industries.

Peter D. Rose

        Mr. Rose, who is 65 years old, was elected our Vice President and Chief Corporate Compliance Officer on January 31, 2008. From May 2007 to January 2008, Mr. Rose was our Vice President and Treasurer. Mr. Rose has been employed by us for 33 years. From March 2004 until May 2007, Mr. Rose served as Vice President, Internal Audit and Chief Corporate Compliance Officer of FWI and Foster Wheeler International Holdings, Inc., an indirect, wholly- owned subsidiary. From May 1987 until March 2004, he served as Assistant Treasurer of FWI and Foster Wheeler International Holdings, Inc., and as Vice President of Foster Wheeler Capital & Finance Corporation, an indirect, wholly-owned subsidiary.

Beth B. Sexton

        Ms. Sexton, who is 55 years old, was elected our Executive Vice President of Human Resources on April 7, 2008. Prior to joining us, Ms. Sexton was Senior Vice President of Human Resources for IKON Office Solutions from March 1998 to February 2008 and Vice President of Human Resources for IKON Office Solutions from March 1996 to February 1998. Ms. Sexton also previously held a series of positions in human resource management with increasing responsibilities at CH2M Hill from April 1987 to March 1996.

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Lisa Z. Wood

        Ms. Wood, who is 44 years old, was elected our Vice President and Controller on June 21, 2007. Ms. Wood has been employed by us for 14 years. From March 2003 until June 2007, Ms. Wood served as Chief Accounting Officer of FWI, and from August 1997 until March 2003, she served in various financial positions of FWI.

Section 16(a) Beneficial Ownership Reporting Compliance

        Section 16(a) of the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, requires our directors and executive officers and any persons who own more than 10% of our outstanding shares to file reports of holdings and transactions in our shares with the SEC. Based on our records and other information, including our review of Forms 3 and 4 filed with the SEC, we believe all filings required under Section 16(a) of the Exchange Act for our directors and executive officers with respect to our shares were filed timely in fiscal 2010.

Board of Director Meetings and Committees of Our Board of Directors

        During fiscal 2010, our Board of Directors held eight meetings. Each director attended at least 75% of the aggregate number of meetings of our Board of Directors and each committee on which he or she served with the exception of Robert Flexon, who attended two of four board meetings during his tenure with the Board from June through November 9, 2010. Our Board of Directors has established standing committees to consider various matters and to make recommendations to the full Board of Directors for proposed courses of action by our Board of Directors. We have established the following committees: the Audit Committee, the Compensation Committee and the Governance and Nominating Committee. Each member of these committees is "independent" as that concept is defined in the NASDAQ listing standards. Committee charters have been established for each of these committees and are publicly available on our website at www.fwc.com/corpgov. The charters may also be obtained upon request by writing to the Office of the Corporate Secretary, Foster Wheeler AG, c/o Foster Wheeler Inc., Perryville Corporate Park, Frontage Road, PO Box 9000, Hampton, NJ 08827-9000 or Foster Wheeler AG, Lindenstrasse 10, 6340 Baar, Switzerland.

        Based on the recommendation of our Governance and Nominating Committee, our Board of Directors designates members and chairpersons of each of the committees of our Board of Directors and the Deputy Chairperson of executive sessions of our non-employee directors.

Audit Committee

        The members of our Audit Committee are currently Mr. Daley, Chairperson, Mr. Atkinson, Mr. Galante, Ms. Hanbury-Brown, Dr. Malcolm and Ms. Tart-Bezer. During fiscal 2010, this committee held four meetings.

        Our Audit Committee assists our Board of Directors in the oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) the independence and qualifications of our independent registered public accounting firm and (4) the performance of our internal audit function and our independent registered public accounting firm.

        Our Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the work of our independent registered public accounting firm and proposes to the Board of Directors "a publicly supervised auditor" (as the term is defined in Art. 727b of the Swiss Code of Obligations and in the Federal Law on the admission and supervision of audit firms) for election as our Swiss independent auditor by our shareholders. The functions of this committee include reviewing compliance with our policies; annually reviewing the status of any significant litigation; reviewing with our independent registered public accounting firm and management the results of the audit, our

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financial statements and our system of internal accounting control; pre-approving fees of the independent registered public accounting firm; reviewing with management and our independent registered public accounting firm our annual and quarterly financial statements and any material changes in accounting principles or practices used in preparing our financial statements prior to their inclusion in the filing of a report on Form 10-K or Form 10-Q with the SEC, including a review of the items required by Statement on Auditing Standards No. 61, as amended; receiving from the independent registered public accounting firm the written disclosures and letter regarding the independent registered public accounting firm's communications with the Audit Committee concerning independence required by the rules of the Public Company Accounting Oversight Board as in effect at that time and discussing with the independent registered public accounting firm such firm's independence; reviewing with management and the Swiss independent auditors the annual financial statements required under Swiss law and the report of the Swiss independent auditors thereon, and the additional financial statement disclosures and commentary required by Swiss law; and annually reviewing and assessing the Audit Committee charter. Our Audit Committee members meet separately with representatives of our independent registered public accounting firm at each Audit Committee meeting.

Compensation Committee

        The members of our Compensation Committee are currently Mr. Demetriou, Chairperson, Ms. Hanbury-Brown, Mr. Quarta and Ms. Tart-Bezer. Mr. Woods was a member of our Compensation Committee prior to his resignation from the Board of Directors effective July 31, 2011. During fiscal 2010, this Committee held four meetings. The functions of this committee are to discharge our Board of Directors' responsibilities relating to compensation of our directors, the CEO and other senior executives including, but not limited to, approving salary rates and, as applicable, short-term incentive compensation, the award of stock options, restricted shares or other equity rights for executive officers, as further described in "Compensation Discussion and Analysis" below. In addition, the Compensation Committee has the authority to terminate or materially amend the Foster Wheeler Inc. Salaried Employees Pension Plan or the Foster Wheeler Inc. 401(k) Plan.

Governance and Nominating Committee

        The members of our Governance and Nominating Committee are currently Mr. Atkinson, Chairperson, Mr. Demetriou, Mr. Galante and Mr. Quarta. Mr. Woods was a member of our Governance and Nominating Committee prior to his resignation from the Board of Directors effective July 31, 2011. During fiscal 2010, this committee held four meetings. The functions of this committee include recommending to our Board of Directors the appropriate structure and function of our Board of Directors and its committees; recommending to our Board of Directors the nominees for election as directors and corporate officers; reviewing the performance of incumbent directors and corporate officers to determine whether to nominate them for re-election; overseeing the annual performance review of our Board of Directors and each of the committees; and considering other matters of corporate governance.

Board Leadership Structure and Risk Oversight

Board Leadership Structure

        Our Corporate Governance Guidelines provide the Board of Directors with the flexibility to fill the chairman of the board and chief executive officer roles with either one or two individuals based on the best interests of our Company at any given point in time. Accordingly, the Board of Directors evaluates whether the roles should be combined or separated on a case-by-case basis. As described below, the roles of chairman and chief executive officer have been separated since June 1, 2010.

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        When Raymond J. Milchovich was appointed Chairman of the Board of Directors and Chief Executive Officer in October 2001, the roles of chairman of the board and chief executive officer were already combined. At that time, our Company faced many challenges, including significant operating losses, a significant amount of debt and increasing asbestos liabilities. Mr. Milchovich brought significant experience in "turnaround" and restructuring environments and corporate governance and board leadership, including as a result of his service as the Chairman of the Board of Directors and Chief Executive Officer of Kaiser Aluminum Corporation. In light of his prior experience in the roles of chairman of the board and chief executive officer, our Board of Directors believed it was in the best interests of the Company and its shareholders that Mr. Milchovich serve as both chairman of the board and chief executive officer of our Company. Under Mr. Milchovich's leadership, we returned to profitability and reported record net income and consolidated EBITDA in each of fiscal 2006, 2007 and 2008.

        In connection with the senior leadership succession plan we announced in December 2009, effective June 1, 2010, Mr. Milchovich relinquished his duties as our Chief Executive Officer and Robert C. Flexon, formerly President and Chief Executive Officer of FWUSA, was elected our Chief Executive Officer. Mr. Milchovich became non-executive Chairman of the Board of Directors and agreed to serve as a consultant to the Company until November 3, 2011. Subsequently, effective October 22, 2010, Mr. Flexon was separated from the Company and Mr. della Sala was appointed Interim Chief Executive Officer.

        Our Board of Directors, with the assistance of an executive search firm, conducted a search and evaluation process to find a permanent chief executive officer. On July 25, 2011, we announced our senior leadership succession plan pursuant to which Mr. Masters will become our Chief Executive Officer, effective October 1, 2011. Umberto della Sala will continue to serve as Interim Chief Executive Officer through September 30, 2011.

        In light of the events of 2010, the Board of Directors determined that it was appropriate to maintain the separate roles of chairman of the board of directors and chief executive officer in order to provide for continued leadership in the role of chairman of the board, to support the interim chief executive officer and to assist in an effective and efficient transition to a permanent chief executive officer. Mr. Milchovich's responsibilities are to lead the Board of Directors as non-executive Chairman of the Board of Directors, support Mr. della Sala in his role as Interim Chief Executive Officer until September 30, 2011 and assist in a smooth transition to Mr. Masters as he assumes the role of Chief Executive Officer effective October 1, 2011.

        Also as part of the leadership succession plan, Raymond J. Milchovich has informed the Board of Directors that he will resign from the Board on November 3, 2011. The Board has been actively planning for Mr. Milchovich's eventual departure and expects to announce its succession plan for the role of Chairman of the Board on or before November 3, 2011. The Board of Directors is evaluating whether the roles of chairman of the board and chief executive officer should be combined or remain separated after Mr. Milchovich's departure.

        As discussed below, currently Eugene D. Atkinson serves as our Deputy Chairperson and Lead Director with primary responsibility to chair the Executive Sessions of the Board of Directors. Although Mr. Milchovich serves as our non-executive Chairman of the Board of Directors, Mr. Atkinson currently continues to chair the Executive Sessions as Deputy Chairperson, as the NASDAQ listing standards require that an independent director preside over the Executive Sessions and Mr. Milchovich is not considered to be an independent director due to his status as the former chief executive officer of the Company. In connection with its above-described evaluation of the role of chairman of the board and chief executive officer, the Board of Directors will also evaluate the continued need for a separate Deputy Chairperson and Lead Director if it determines to proceed with a separate and independent chairman.

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The Role of the Board in the Oversight of Risk Management

        The Audit Committee's charter provides that the Audit Committee has the responsibility to discuss guidelines and policies with respect to risk assessment and risk management and discuss with management our major financial and enterprise risk exposures and the steps management has taken to monitor and control such exposures. The Audit Committee reports regularly to the full Board of Directors, which also considers our risk profile. The Audit Committee and the Board of Directors focus on the most significant risks that we face and our general risk management strategy, and also ensure that risks undertaken by us are consistent with the view of the Board of Directors as to the appropriate level of risk in light of general business conditions. While the Board of Directors and the Audit Committee oversee the Company's risk management, our management is responsible for day-to-day risk management processes. Management assists the Audit Committee and the Board of Directors in the discharge of their responsibilities with respect to risk management oversight, as described below.

        We faced significant challenges when Mr. Milchovich joined us in 2001. In response, Mr. Milchovich implemented a risk management process whereby senior management, including Mr. Milchovich, took a direct and active approach to managing the risks facing our business. In particular, management was focused on restructuring the significant amount of our debt, improving our operating performance and managing risks associated with our asbestos liabilities and certain legacy contracts. Senior management took an active role in managing these risks and reported regularly to the Board of Directors on our progress as part of our efforts to ensure our continued viability.

        For example, in response to the inadequate risk management in contract bidding and execution that was a factor in our poor performance prior to Mr. Milchovich's arrival, Mr. Milchovich established the Project Risk Management Group, or PRMG, shortly after joining our Company. The Vice President of PRMG reports directly to the chief executive officer and the group is responsible for:

•

Setting risk management policy for proposal and contract operations in order to protect us from losses related to contracting operations;



•

Establishing risk management policies and reviewing risk management procedures at our operating units; and



•

Providing and encouraging industry best practices in operational risk management.

        The PRMG must approve all bids exceeding certain risk thresholds and any departures from our contracting policy. In addition, departures from certain key contractual protections also require the approval of senior management. The chief executive officer reports to the Audit Committee and/or the Board of Directors on significant risks identified through the PRMG process as they arise.

        In addition, after the departure of the chief executive officer of our Global Power Group in May 2006, Mr. Milchovich assumed that role in addition to his responsibilities as Chairman of the Board of Directors and Chief Executive Officer in order to ensure appropriate oversight of business operations and management of key risks for the Global Power Group. Mr. Milchovich held that position until the appointment of Umberto della Sala as President and Chief Operating Officer of the Company in January 2007.

        Our senior management team, including our chief executive officer, chief financial officer, chief operating officer, chief corporate compliance officer and Vice President of PRMG is directly and actively involved in management of risks to our business and has also assumed primary responsibility for reporting to the Audit Committee and/or the Board of Directors on a regular basis regarding material risks and our response to managing those risks. The Board of Directors has approved, based

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upon the recommendation of management, an enterprise risk management oversight program consisting of the following elements:

•

Risk management systems design—the Board will review the adequacy of the overall design of our risk management system on an annual basis and receives quarterly updates on the adoption of new corporate policies or material revisions to such policies;



•

Capabilities and adequacy of resources dedicated to risk management—in addition to reviewing the capabilities and adequacy of internal audit resources and resources dedicated to compliance with Section 404 of the Sarbanes-Oxley Act of 2002 on a quarterly basis, the Audit Committee will review the capabilities and adequacy of resources dedicated to risk management, including the PRMG, on an annual basis;



•

Compliance with the risk management system—the Audit Committee receives quarterly reports on internal audit activities and compliance matters; and



•

Review of specific risks—the Board and Audit Committee receive reports on certain specified risks on a quarterly or annual basis. In addition, senior management also presents a comprehensive risk assessment to the Audit Committee on an annual basis and provides the Audit Committee with an update on key risks and mitigation actions taken in response to those risks on a quarterly basis.

Director Nominations

        Our Governance and Nominating Committee identifies and recommends to our Board of Directors individuals to be nominated by our Board of Directors for election as directors. In addition, shareholders may nominate candidates for election as directors.

Independence Standards

        Our Corporate Governance Guidelines provide that a majority of our Board of Directors shall consist of independent directors, who are directors that (1) are neither officers nor employees of us or our subsidiaries; (2) have no relationship which, in the opinion of our Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director; and (3) are otherwise "independent" as that concept is defined in the applicable NASDAQ listing standards.

        Our Board of Directors uses the following standards to assist it in determining director independence. A director will not be considered independent if, within the preceding three years: (1) such person was employed by us or by any of our subsidiaries, or had an immediate family member who was an executive officer of us or any of our subsidiaries; (2) such person, or an immediate family member, was a partner in or employed by our independent registered public accounting firm and worked on the audit of our consolidated financial statements or is currently a partner of our independent registered public accounting firm; (3) such person, or an immediate family member, was employed as an executive officer of another company where any of our present executive officers served on that company's compensation committee; (4) such person is an executive officer or employee, or has an immediate family member who is an executive officer or controlling shareholder of, or a partner in, a company that made payments to, or received payments from, us in an annual amount exceeding the greater of (a) 5% of the recipient's consolidated gross revenues for that year or (b) $200,000 other than payments arising solely from investments in our securities or payments under non-discretionary charitable contributions matching programs; or (5) such person, or an immediate family member, received compensation in excess of $120,000 during any period of twelve consecutive months from us, other than director and committee fees, pension or other forms of deferred

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compensation or compensation to an immediate family member who is a non-executive officer or employee of ours.

        Our Board of Directors also annually reviews the relationships between directors and charitable organizations and determines whether any such relationships would create a conflict of interest that would interfere with a director's independence, even though such relationships are not restricted by the foregoing standards. In making such a determination, the following relationships will not be considered by our Board of Directors as material relationships that would impair a director's independence: the director, or an immediate family member, serves as an executive officer of a charitable organization and our discretionary charitable contributions to the organization during any of the past three fiscal years do not exceed the greater of (1) 5% of the charity's revenues or (2) $200,000.

        Based on these standards, our Board of Directors has determined that the following directors are independent: Messrs. Atkinson, Daley, Demetriou, Galante, Malcolm and Quarta and Mses. Hanbury-Brown and Tart-Bezer. The Board of Directors has also determined that one of the nominees for director, Mr. Reichstul, will be independent.

Other Criteria; Nomination Method

        With respect to identifying and evaluating director candidates, we believe that our Board of Directors should be comprised of persons with the most beneficial mix of qualifications in areas that are important and relevant to our businesses. Each director should have in-depth experience in at least one area of importance to us, as described below. We also evaluate the skills and experience of a candidate for director in the context of evaluating the skills and experience of the incumbent board members, individually and as a group, with the objective of enhancing the skills, experience and effectiveness of our Board of Directors as a whole.

        Our Governance and Nominating Committee has established a list of qualifications that the Committee will consider when evaluating director nominees. The qualifications consist principally of personal characteristics, such as intelligence, integrity and an ability to work collaboratively, and qualifications based on experience and knowledge. The experience and knowledge characteristics are:

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A general understanding of energy related businesses, and specifically experience and/or an understanding of the oil, gas, and chemical sectors



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A general understanding of professional service businesses and specifically the engineering, procurement, and construction industry



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Regional expertise in areas of the world which are important to us



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Financial services and/or all aspects of corporate finance experience



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Specific legal experience and knowledge with a publicly traded company engaging in global business



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Global government/public policy, communications and public affairs experience

        In addition, the Governance and Nominating Committee considers the following experiences highly desirable and additive to the characteristics described above:

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Currently active or former Chairman or Chief Executive Officer or other relevant senior leadership experience



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Currently active or former Chief Financial Officer or other relevant corporate financial management experience



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Experience in energy related businesses

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Currently active or retired from serving on other publicly traded corporate boards



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Experience and understanding of corporate governance best practices

        We do not maintain a formal diversity policy with regard to director nominations or a definition of diversity, however, as provided in our Corporate Governance Guidelines, the Board of Directors "evaluates each director candidate in the context of the Board of Directors as a whole, with the objective of assembling a group that can best perpetuate the success of the business and represent shareholder interests through the exercise of sound judgment using its diversity of experience, skills and perspectives in these various areas." Consistent with the Corporate Governance Guidelines, when considering director nominations, the Board of Directors considers (i) the diversity of the experiences, skills and backgrounds of the members of the Board of Directors in the aggregate, and (ii) how the nominee will contribute to the aggregate experiences and skills of the Board of Directors. In addition, the Board of Directors is cognizant of ensuring that a diversity of perspectives is represented on the Board of Directors when considering director nominations.

        Shareholders entitled to vote for the election of directors at an annual general meeting may nominate individuals for election to our Board of Directors. A shareholder's notice to nominate an individual for election as a director must be received by the Corporate Secretary at our principal executive offices not less than 45 calendar days in advance of the anniversary of the date that we commenced the mailing of our proxy statement for the previous year's annual general meeting. The shareholder's notice must provide information about the nominee and other information required by our Articles of Association, which are filed as an exhibit to our Annual Report on Form 10-K. Alternatively, a copy of our Articles of Association can be obtained by writing to the Office of the Corporate Secretary, Foster Wheeler AG, c/o Foster Wheeler Inc., Perryville Corporate Park, Frontage Road, PO Box 9000, Hampton, NJ 08827-9000. Our Governance and Nominating Committee will evaluate any director candidate nominated by shareholders according to the criteria discussed above and, based on the results of that evaluation, will determine whether to recommend the candidate in the proxy statement.

Executive Sessions of the Independent Directors

        The independent members of our Board of Directors meet in Executive Session after each meeting of our Board of Directors. The Executive Sessions, in which only independent directors participate, are chaired by the Deputy Chairperson of our Board of Directors, who serves as the Executive Session Presiding Director and our Lead Independent Director. In February 2009, Mr. Atkinson was appointed Deputy Chairperson of our Board of Directors by the independent directors of our Board of Directors.

Attendance of Board Members at the Annual General Meeting of Shareholders

        We have not adopted a policy regarding attendance of Board of Director members at the annual general meeting of shareholders. All of the then current members of our Board of Directors were in attendance at the annual general meeting held on May 5, 2010.

Code of Business Conduct and Ethics

        We have adopted a Code of Business Conduct and Ethics that applies to all of our directors, officers and employees, including the Chief Executive Officer, Chief Financial Officer and other senior finance organization employees. Any waiver of this Code of Business Conduct and Ethics for executive officers or directors may be made only by our Board of Directors or a committee of our Board of Directors and will be promptly disclosed to our shareholders. If we make any substantive amendments to this Code of Business Conduct and Ethics or grant any waiver, including an implicit waiver, from a provision of the Code of Business Conduct and Ethics to the Chief Executive Officer, Chief Financial Officer, Controller or any person performing similar functions, we will disclose the nature of such

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amendment or waiver on our website, or in a report on Form 8-K, as required by the rules promulgated by the SEC and the applicable NASDAQ listing standards. In fiscal 2010, our Board of Directors did not grant any waiver of our Code of Business Conduct and Ethics.

        Our Code of Business Conduct and Ethics is publicly available on our website at www.fwc.com/corpgov. A copy of our Code of Business Conduct and Ethics may also be obtained upon request, without charge, by writing to the Office of the Corporate Secretary, Foster Wheeler AG, c/o Foster Wheeler Inc., Perryville Corporate Park, Frontage Road, PO Box 9000, Hampton, NJ 08827-9000 or Foster Wheeler AG, Lindenstrasse 10, 6340 Baar, Switzerland.

Communicating with Directors

        Shareholders and interested parties may communicate directly with Mr. Atkinson, the Deputy Chairperson of our Board of Directors, or the non-employee directors as a group by mailing such communications to Deputy Chairperson, c/o Office of the Corporate Secretary, Foster Wheeler AG, c/o Foster Wheeler Inc., Perryville Corporate Park, Frontage Road, PO Box 9000, Hampton, NJ 08827-9000. Stakeholders may also contact our Board of Directors via the Internet at www.fw-stakeholder.com. Such communications may be confidential and/or anonymous.

Director Compensation for Fiscal 2010

        General.     Our directors play a critical role in guiding our strategic direction and overseeing management. Recent developments in corporate governance and financial reporting have resulted in an increased demand for qualified public company directors. The many responsibilities and risks and the substantial time commitment of being a director of a public company require that we provide adequate incentives for our directors' continued performance by paying compensation commensurate with our directors' workload.

        The Board establishes non-employee director compensation. The Compensation Committee, with the assistance of its compensation consultant, periodically reviews the amount and composition of non-employee director compensation and makes recommendations to the Board as needed with respect to changes in compensation form or amount. Employees who serve as directors do not receive additional compensation for their services as directors. We do not provide any perquisites to our non-employee directors.

        Mr. Milchovich, in addition to serving as our non-executive Chairman of the Board of Directors, is a consultant to the Company and is compensated in accordance with the terms of his consulting agreement. He does not receive any compensation under our non-employee director compensation program described below. See "Employment Agreements—Consulting Agreement for Raymond J. Milchovich" for a description of the terms of Mr. Milchovich's consulting agreement with us.

        Review of Compensation for Fiscal 2010.     In May 2010, Mercer, the Compensation Committee's compensation consultant, prepared a study of director compensation practices at the Compensation Committee's request. The study included director compensation amounts for 2009 at the 25 ^th , 50 ^th  and 75 ^th  percentile levels for the 12 companies included in the proxy peer group described below under "Compensation Discussion and Analysis—Role of Compensation Consultant and Compensation Data." Total compensation for non-employee directors under our director compensation program was between the 50 ^th  and 75 ^th  percentile level for the proxy peer group. In light of this fact, the Compensation Committee recommended, and the Board of Directors approved, no changes in our non-employee director compensation program from the prior year. Accordingly, non-employee director cash compensation for fiscal 2010 was as follows:

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an annual retainer of $80,000;

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a meeting fee of $2,500 for each meeting of the Board of Directors in Switzerland attended in person by a director;



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additional committee chairperson fees of $15,000 for the Audit Committee and $10,000 for each of the Compensation Committee and Governance and Nominating Committee; and



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an additional fee of $20,000 for the Deputy Chairman.

        In addition, we have historically granted equity awards to our non-employee directors and management in November of each year as compensation for their services for the upcoming fiscal year. In fiscal 2010, the Compensation Committee decided to defer the granting of equity to management until March 2011 in order to align the timing of equity award decisions with annual performance reviews and other compensation decisions for management. The Board also agreed to defer the granting of equity awards to our non-employee directors until February in order to continue our practice of granting equity awards to our non-employee directors and management at the same time. Accordingly, no equity awards were made to non-employee directors in fiscal 2010. The equity awards granted to the non-employee directors in March 2011, as described below, were in the same form and amount as the equity awards granted to the non-employee directors in November 2009 as compensation for their services in fiscal 2010.

        Equity Grants for Fiscal 2010.     As described above, no equity awards were made to non-employee directors in fiscal 2010. In March 2011, the non-employee directors were granted equity awards with an economic value of $80,000, 50% in the form of stock options and 50% in the form of RSUs, as compensation for their services to be provided in fiscal 2011. Because the awards were made in fiscal 2011, they do not appear in the director compensation table below. See "Compensation Discussion and Analysis" below for a description of the economic value of an equity award and how it differs from the grant date fair value of an equity award as determined in accordance with accounting principles generally accepted in the United States.

        Fiscal 2010 Compensation.     The table below sets forth the non-employee director compensation for the fiscal year ended December 31, 2010, calculated in accordance with SEC regulations.

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Chairman of the Board of Directors and will serve as a consultant to the Company until November 3, 2011. Mr. Milchovich does not receive any compensation under our non-employee director compensation program. Please refer to the Summary Compensation Table for a summary of Mr. Milchovich's compensation as our Chief Executive Officer and as our consultant during fiscal 2010.