Explanation of Responses:
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1)
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The reporting person received (as per such person's election) for each common registered share of Foster Wheeler AG tendered to AMEC plc ("AMEC"): (i) $32.00 in cash or (ii) 1.7996 AMEC securities, in the form of AMEC ordinary shares, par value (pound)0.50 per share ("AMEC Shares"), or American Depositary Shares representing such number of AMEC Shares ("AMEC ADSs"), subject in each case to proration and less any taxes required to be withheld.
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2)
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Granted on March 8, 2012 pursuant to Foster Wheeler AG Omnibus Plan (the "Plan"). Options were to fully vest on March 8, 2015 and expire on March 8, 2019. Pursuant to the Implementation Agreement by and between Foster Wheeler AG and AMEC, dated February 13, 2014 (as amended from time to time, the "Implementation Agreement") the unvested employee stock options fully vested on the Offer Closing, as defined in the Implementation Agreement.
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3)
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In accordance with the Implementation Agreement this derivative security was satisfied by the delivery of a cash payment calculated by multiplying the number of underlying common registered shares by $31.14 (the Foster Wheeler AG ("FWAG") closing price the day before the tender offer closing), minus the exercise price and applicable withholding taxes.
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4)
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1-for-1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common registered shares.
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5)
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Granted on March 8, 2012 pursuant to the Plan. Restricted stock units were to fully vest on March 8, 2015. Pursuant to the Implementation Agreement, the unvested restricted stock units fully vested on the Offer Closing, as defined in the Implementation Agreement.
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6)
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In accordance with the Implementation Agreement, this derivative security was satisfied by the delivery of a cash payment calculated by multiplying the number of underlying common registered shares by $31.14 (the Foster Wheeler AG closing price the day before the tender offer closing), minus applicable withholding taxes.
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7)
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Granted on November 30, 2012 pursuant to the Plan. Restricted stock units were to vest as to all of the shares on December 1, 2015.
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8)
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This derivative security was replaced with a restricted stock unit award for AMEC Shares in accordance with the exchange ratio set forth in the Implementation Agreement, which will vest as to all shares on December 1, 2015. Upon vesting, AMEC Shares will be issued on a one-for-one basis.
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9)
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Granted on March 8, 2013 pursuant to the Plan. Restricted stock units were to vest as to one-half of the shares on March 8, 2015 and the remaining one-half of the shares on March 8, 2016.
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10)
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This derivative security was replaced with a restricted stock unit award for AMEC Shares in accordance with the exchange ratio set forth in the Implementation Agreement, which will vest as to one-half of the shares on March 8, 2015 and the remaining one-half of the shares on March 8, 2016. Upon vesting, AMEC Shares will be issued on a one-for-one basis.
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11)
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Granted on March 5, 2014 pursuant to the Foster Wheeler AG Omnibus Incentive Plan. Restricted stock units were to vest as to one-third of the shares on March 8, 2015, one-third of the shares on March 8, 2016 and the remaining one-third of the shares on March 8, 2017.
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12)
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This derivative security was replaced with a restricted stock unit award for AMEC Shares in accordance with the exchange ratio set forth in the Implementation Agreement, which will vest as to one-third of the shares on March 8, 2015, one-third of the shares on March 8, 2016 and the remaining one-third of the shares on March 8, 2017. Upon vesting, AMEC Shares will be issued on a one-for-one basis.
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13)
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Granted on March 8, 2012 pursuant to the Plan. Restricted stock units were to vest if and to the extent Foster Wheeler AG's Compensation and Executive Development ("COED") Committee determined that applicable performance goals were met on the later of March 8, 2015 and when such performance goals were certified. Pursuant to the Implementation Agreement, the applicable unvested restricted stock units vested on the Offer Closing, as defined in the Implementation Agreement, to the extent that the Foster Wheeler AG COED Committee determined that the applicable performance goals had been achieved as at the last practicable measurement date prior to the Offer Closing, as defined in the Implementation Agreement.
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14)
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In accordance with the Implementation Agreement, the Foster Wheeler AG COED Committee determined that, as of the last practicable measurement date prior to the Offer Closing as defined in the Implementation Agreement, the applicable performance goals had been achieved as to the number of shares reported on this report. These shares were satisfied by the delivery of a cash payment calculated by multiplying the number of underlying common registered shares by $31.14 (the Foster Wheeler AG closing price the day before the tender offer closing), minus applicable withholding taxes
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