March 2, 2017
To Whom It May Concern:
Company
Representative
CodeContactPhone: Sumitomo Heavy Industries, Ltd.
: Shunsuke Betsukawa
President and Chief Executive Officer: 6302: Tsuneyoshi Sato
General Manager, Corporate
Communications Department: +81-3-6737-2333

Notice Regarding the Acquisition of Amec Foster Wheeler plc.’s CFB Boiler Businessby Acquiring the Shares of FW Energie B.V.
Today, Sumitomo Heavy Industries, Ltd. (hereinafter the “Company”) has resolved
to enter into a stock purchase agreement to acquire the outstanding shares of FW Energie B.V.
(headquartered in the Netherlands, hereinafter “FW”), a company, from Foster Wheeler LLC(headquartered in the US), a subsidiary of Amec Foster Wheeler plc. (headquartered in theUK), and to make FW its subsidiary (the “Transaction”) .
1. Reason of Acquisition of Shares
Amec Foster Wheeler (www.amecfw.com) designs, delivers and maintains strategic
and complex assets for its customers across the global energy and related sectors.
Employing around 36,000 people in more than 55 countries and with 2015 revenues ofGBP 5.5 billion, the company operates across the oil and gas industry – from production
through to refining, processing and distribution of derivative products – and in the mining,
power and process, pharma, environment and infrastructure markets. Amec Foster
Wheeler offers full life-cycle services to offshore and onshore oil and gas projects(conventional and unconventional, upstream, midstream and downstream) for greenfield,
brownfield and asset support projects, plus leading refining technology. Amec Foster
Wheeler shares are publicly traded on the London Stock Exchange and its American
Depositary Shares are traded on the New York Stock Exchange. Both trade under theticker AMFW.

1The market of the CFB boiler business is expected to grow in the medium and thelong term in the context of the development of electric power infrastructures responding
to the potential power shortage especially in the emerging countries, the development ofindustrial power generation facilities such as private power generation facilities, and thediffusion of renewable energy power generation facilities in ASEAN countries.
The Company has built technological cooperation with Amec Foster Wheeler in
CFB boiler business since 2001, which allows the Company to achieve top-class highsupplying performance in Japan and also expand supplying to South East Asia. By
acquiring the shares of FW, the Company will obtain the technology and know-how ofAmec Foster Wheeler in CFB boiler business that enable the Company to provide higher
technologies and develop its business throughout the world.
2. Summary of Subsidiary Being Transferred(1)Name of Subsidiary

FW Energie B.V.

(2)Head Office

Naritaweg 165, Telestone 8, 1043 BW Amsterdam, theNetherlands(3)Name and Title of Representative

Anthony Scerbo (Director)(4)Nature of Business

A holding and finance company(5)Capital Stock

EUR 19,148.25(6)Date of Establishment

December 4,1973(7)Major Shareholders and Shareholding Ratio

FW Investment Holdings S.a.r.l. 100%*1(8)Relationship with Listed Companies

Capital RelationshipNo relationship

Personnel RelationshipNo relationship

Business Relationship

The Company has
technological cooperation
with Amec Foster Wheeler(9)Last Two Years’ Operating Results of CFB Business
Fiscal Term (million USD)

December 2015 Unaudited

December 2016 Unaudited

Total Assets

357

335

Sales

273

281

New orders381

348*1 By restructuring, at the end of transaction, the Foster Wheeler LLC will become the 100% Shareholder of FW Energie B.V.

23. Summary of Current Shareholder(1)Name of Shareholder

Foster Wheeler LLC(2)Head Office1209 Orange Street, Wilmington, New Castle, DE 19801, US(3)Name and Title of Representative

Grant Richmond Ling (Manger, President and CEO)

(4)Nature of BusinessHolding Company for investments in other Amec Foster Wheelerentities(5)Capital Stock

USD 380 million(6)Date of Establishment

February 9, 2001

(7)Net Assets

USD 1,267million (Unaudited)(8)Total Assets

USD 1,762million (Unaudited)(9)Major Shareholders andFoster Wheeler Holdings Ltd. (a Bermuda company) 100%*2

Shareholding Ratio(10)Relationship with Listed

Capital RelationshipNo relationship

CompaniesPersonnel RelationshipNo relationship

Business Relationship

The Company has technologicalcooperation with Amec Foster Wheeler

Status as Related Party

Not applicable*2 Foster Wheeler Holdings Ltd. is the holding company for investments in other Amec Foster Wheeler entities.

(For reference) Summary of Amec Foster Wheeler plc.
(1)Name of Shareholder

Amec Foster Wheeler plc.

(2)Head Office

Booths Park Chelford Road Knutsford Cheshire UK(3)Name and Title of Representative

Jonathan Lewis (CEO)(4)Nature of Business

Consultancy, engineering and project management in the energy andelectric power sectors etc.

(5)Capital Stock

GBP 197 million(6)Date of Establishment

November 2,1982(7)Net Assets

GBP 1,608 million(8)Total Assets

GBP 5,572 million(9)Major Shareholders andBlackRock, Inc. 5.63%, Mondrian Investment Partners Limited 5.28%,Shareholding Ratio

Franklin Templetion Institutional, LLC 5.05%

34. Number of Shares Being Acquired, Acquisition Price and State of Share Ownership
Before and After Acquisition(1) Number of Shares Held Before Transfer

0 shares(number of voting rights: 0)(percent of voting rights: 0.0%)(2) Acquisition Price*3

USD 170 million(3) Number of Shares Held After Transfer

211 shares(number of voting rights: 211)(percentage of voting rights: 100.0%)*3 The Acquisition Price is subject to customary price adjustment as of the closing date stipulated in the stock transfer agreement.

5. Schedule(1) Resolution

March 2, 2017(2) Signing of Agreement

March 2, 2017(3) Execution of Transaction*4

Between July to September 2017

*4 The closing of the Transaction is subject to antitrust clearance in the relevant counties, as well as other customary closingconditions.

6. Future Outlook
Although the potential impact of this transaction on the Company’s consolidated
financial result for March 2017 is estimated to be small, in case this transaction comesout to have a material impact, the Company will make a disclosure in a timely manner.

4