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07/22/10

AUGUSTA publishes preliminary Q2 figures 2010

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05/14/10

AGM elects new Supervisory Board

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Corporate Governance Statement

Relevant information on corporate governance in acordance with Section 289a of HGB (German Commercial Code)
The corporate governance statement contains the Declaration of Compliance, information on corporate governance practices and a description of the working methods of the Managing and Supervisory Boards. AUGUSTA Technologie AG's aim in adopting this format is to keep the presentation of corporate governance clear and concise.

Reporting on Corporate Governance
Corporate Governance stands for responsible and transparent corporate management and control which is geared toward sustainable value added. AUGUSTA views observance of these principles as a chance to reinforce the trust of its investors, business partners, cus-tomers and employees in the long-term. Transparent, open and active communication with the stakeholders of AUGUSTA Technologie AG is one of the company's values and part of the corporate culture.

The Managing and Supervisory Boards of AUGUSTA adhere to the German Corporate Gov-ernance Code and identify with its aims of fostering good, responsible corporate manage-ment that focuses on the interests of shareholders, employees and customers.

Declaration of Compliance pursuant to Section 161 of Aktiengesetz (German Stock Corporation Act)
At their meeting on December 14, 2009, the Managing and Supervisory Boards of AUGUSTA Technologie AG issued their Declaration of Compliance, pursuant to Section 161 of AktG, after careful consideration.

The recommendations of the "Government Commission on the German Corporate Govern-ance Code" (as amended on June 6, 2008) announced by the German Federal Ministry of Justice in the official section of the Electronic Federal Gazette (elektronischer Bundesan-zeiger) have been complied with since the submission of the latest Declaration of Compli-ance dated December 15, 2008, and have been complied with in the version dated June 18, 2009 with the following exceptions:

1. Section 3.8 (2): No deductible for D&O insurancehalt bei D&O-Versicherungen
The liability insurance (so-called Directors' & Officers' Liability Insurance - D&O in-surance) taken out by AUGUSTA Technologie AG for the entire Group did not include a deductible for D&O insurance. A deductible does not appear an appropriate way of further increasing the motivation of members of the Managing Board and the Supervi-sory Board of AUGUSTA Technologie AG and further raising their awareness of the responsibility they have for carrying out their duties. We will continue to hold to this position in future, unless we are required by law to agree a deductible.

2. Section 7.1.2 (2): No discussion of half-year and quarterly financial reports between the 
Supervirory Board and the Managing Board
The Managing Board and Supervisory Board of AUGUSTA Technologie AG have not and will not comply with the recommendation to discuss half-year and any quarterly financial reports prior to publication. An obligation to discuss these financial reports without a specific reason does not appear expedient. The Managing Board of AUGUSTA has, and will instead adhere, to its proven principle of keeping the Super-visory Board informed of the development of the company through a very detailed in-formation system and only discussing financial reports involving periods under twelve months in detail with the Supervisory Board when their contents provide well-grounded reasons for doing so, especially if a financial report differs significantly and in an unforeseeable manner from expectations.

Information of corporate governance practices
The company applies all statutory corporate governance practices. AUGUSTA is committed to following the principles of sustainable management. It has defined a standard set of corpo-rate values for all Group companies that communicate the company's philosophy and activi-ties to stakeholders in a clear and understandable way. The five corporate values  leading, open, entrepreneurial, reliable  and responsible are a binding element anchored in the various subsidiaries.

We are currently working on a "Code of Ethics" applicable to all companies.

Working methods of the Managing and Supervisory Boards
The Managing and Supervisory Boards of AUGUSTA Technologie AG work closely together in a spirit of trust. All relevant questions concerning the business situation and development, financing or strategy and planning are discussed between the two governing bodies.

Supervisory Board
The Supervisory Board advises and monitors the Managing Board in the management of the company, and checks all significant business transactions on the basis of the German Stock Corporation Act and the Articles of Association by inspecting the relevant documents. The Supervisory Board is elected by the Annual General Meeting. Members of the Managing Board are appointed by the Supervisory Board. The Supervisory Board decides how many members the Managing Board should have and chooses the Chairman. In the rules of pro-cedure for the Managing Board, the Supervisory Board sets out a list of transactions requir-ing consent as well as a schedule of responsibility. The Supervisory Board acts in accor-dance with its own rules of procedure.

The Supervisory Board certifies the annual financial statements and approves the consoli-dated financial statements. The Chairman of the Supervisory Board explains the Supervisory Board's activities every year in its report to shareholders and in the Annual General Meeting. AUGUSTA's Supervisory Board has deliberately been kept small with just three members in order to allow efficient functioning and an intensive exchange of ideas. It therefore does not make sense, nor is it appropriate, to form Supervisory Board committees.

Managing Board
The Managing Board currently consists of three members: a Chairman (CEO), a Chief Finan-cial Officer (CFO) and a Chairman of Corporate Development (CDO). The Managing Board is responsible for directing the company. Areas of responsibility are derived from the schedule of responsibility. The Managing Board reports regularly, promptly and in full on the Group's plan-ning, business development and situation, including risk management, in writing, as well as in meetings arranged on a rota basis. Members of the Supervisory Board are informed of pend-ing resolutions in writing prior to the respective meetings. The option of passing resolutions by circulation is made use of relatively seldom and only in particularly urgent cases.

Renumeration of the Supervisory and Managing Boards
AUGUSTA Technologie AG complies with the recommendations of the German Corporate Governance Code to disclose the remuneration of the Managing Board and Supervisory Board individually. The key features of the remuneration systems and the remuneration itself are presented in the Remuneration Report, which is part of the Management Report, as well as in the Notes to the Consolidated Financial Statements.

Directors' Dealings
All share transactions requiring disclosure have been published in accordance with the legal requirements and can be found on the AUGUSTA website. Members of the Managing and Supervisory Boards hold around 0.4 percent of AUGUSTA Technologie AG's share capital.

Shareholders and Annual General Meeting
At the Annual General Meeting, shareholders protect their rights and exercise their voting right. Each AUGUSTA share grants one vote. The Chairman of the Supervisory Board chairs the meeting. All necessary documents for decision-making are published on the AUGUSTA website, in accordance with the German stock corporation regulations. AUGUSTA supports shareholders in the exercise of their voting rights by appointing a proxy to vote in accordance with the shareholder's instructions.

Financial accounting and auditing 
AUGUSTA prepares its consolidated financial statements and consolidated interim financial reports in accordance with IFRS guidelines. The annual financial statements of AUGUSTA Technologie AG are presented in accordance with HGB (German Commercial Code). The consolidated financial statements are prepared by the Managing Board, audited by the audi-tors and approved by the Supervisory Board. During the entire audit process, the Supervi-sory Board works closely with the Managing Board and the auditors. The auditors, Ebner Stolz Mönning Bachem GmbH & Co. KG, accountancy and tax consultancy firm, Hanover, informs the Chairman of the Supervisory Board immediately of any issues or events of sig-nificance to the work of the Supervisory Board which arise during the audit.

Transparency
AUGUSTA informs shareholders, analysts, shareholder associations, the media and inter-ested members of the public regularly and promptly about the current business development and position of the Group. The various groups are dealt with at the same time and are trea-ted equally. All information related to public markets is published on the company website.

AUGUSTA also provides detailed information on the shareholdings and dealings of the Man-aging and Supervisory Boards. Share transactions or so-called Directors' Dealings requiring disclosure pursuant to Section 15a WpHG (German Securities Trading Act) are always duly published on the AUGUSTA website.

Munich, March 16, 2010