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EX-3.1 - EXHIBIT 3.1 - FOSTER WHEELER AGv359728_ex3-1.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 


 

FORM 8-K

 


 

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): November 7, 2013

 

FOSTER WHEELER AG

 

(Exact Name of Registrant as Specified in Its Charter)

 

Switzerland

(State or Other Jurisdiction

of Incorporation)

001-31305

(Commission

File Number)

98-0607469

(IRS Employer

Identification No.)

 

 

Shinfield Park, Reading, Berkshire RG2 9FW, United Kingdom

(Address of Principal Executive Offices)

RG2 9FW

(Zip Code)

Registrant’s telephone number, including area code:    +44 118 913 1234

 

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

 


 

 
 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

(a)On November 7, 2013, the Board of Directors (the “Board”) of Foster Wheeler AG (the “Company”) amended Section D, paragraph 4.4 of its Organizational Regulations to state that the Company’s Chief Executive Officer shall serve as the President of the Company and he shall supervise and administer all of the Company’s general business and affairs and such other functions and duties as the Board may assign to him from time to time. In addition, Section D, paragraph 2.1 was amended to state that any person may hold two or more officer positions at one time. These amendments will be effective, as stated in Section E, paragraph 3, as of January 1, 2014.

 

A copy of the Organizational Regulations is attached hereto as Exhibit 3.1 and incorporated herein by reference. The foregoing description of the Organizational Regulations does not purport to be complete and it is qualified in its entirety by reference to Exhibit 3.1 filed herewith.

 

Item 9.01.  Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
Number
  Description
     
3.1   Organizational Regulations of Foster Wheeler AG

 

2
 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  FOSTER WHEELER AG  
       
DATE:  November 13, 2013 By:    /s/ Michelle K. Davies  
    Michelle K. Davies  
    Corporate Secretary  
       

 

 
 

 

EXHIBIT INDEX

 

Exhibit
Number
  Description
     
3.1   Organizational Regulations of Foster Wheeler AG