Dear Shareholders,

Aurubis AG achieved a very good operating resulting in the fiscal year and expanded the Business Line Flat Rolled Products considerably with the acquisition of sites in Europe and the USA. The Supervisory Board would like to thank the Executive Board, management and employees for their successful contributions again. The Supervisory Board reports in the following on the focuses of its activities in fiscal year 2010/11, in particular about the deliberations at the meetings, the work of the committees, the examination of the financial statements of Aurubis AG and the consolidated financial statements, corporate governance as well as changes in the membership of the Company’s boards.

Collaboration between Supervisory Board and Executive Board

The Supervisory Board performed the functions and obligations incumbent upon it by law and in the Articles of Association in fiscal year 2010/11. It regularly supervised and assisted the Executive Board in an advisory capacity in the management of the Company and supported the organisation of the Group’s strategic orientation that had been mutually agreed.
The joint target of the Executive Board and Supervisory Board was to increase the enterprise value of Aurubis AG and its Group companies long-term.

The Supervisory Board was informed by the Executive Board regularly, promptly and comprehensively in written and verbal reports, which included all relevant information on corporate planning, business development and the Group’s situation, including financial, investment and personnel planning, the risk situation and risk and compliance management. As part of its reports to the Supervisory Board, the Executive Board also addressed deviations of the business performance from the established plans and targets, which were reviewed by the Supervisory Board on the basis of the documents presented and discussed with the Executive Board. The Executive Board agreed the Group’s strategic orientation with the Supervisory Board and discussed all the transactions that were of importance for the Group – in particular the Group’s
further development. The Supervisory Board was included in all decisions which were of basic importance for the Company and the Group and was kept informed by the Executive Board – also between the meetings – about events of fundamental importance for the assessment of the situation and development of the Company and the Group or in urgent cases. The Supervisory Board gave its written agreement if required.
Outside the Supervisory Board meetings, the Chairman of the Supervisory Board was also regularly informed by the Chief Executive Officer about the current business situation and important business transactions in the Company.

Consultations in the Supervisory Board

Four extraordinary (on 12 November 2010, 11 January 2011, 29 April 2011 and 30 September 2011) and four scheduled Supervisory Board Meetings (on 10 December 2010, 2 March 2011, 27 May 2011 and 28 September 2011) were held in fiscal year 2010/11. One resolution was adopted by written consent in lieu of a meeting. No member of the Supervisory Board attended less than half of the meetings.

The Executive Board submitted regular reports on the development of the results, the raw material, foreign exchange and energy markets, the business performance, the status of capital expenditure and human resources in the
Group as well as the financial situation and the Group’s further strategic development, including the necessary projects for implementation. The respective committee chairman also reported on the committees’ work and the generated suggestions and results at the meetings.

In the extraordinary meeting on 12 November 2011 the Supervisory Board decided for the first time on the overall performance of the Executive Board as well as the individual members for 2009/10 and determined the bonuses of the
individual Executive Board members contingent on the degree to which the respective objectives had been achieved (Components I and II). Details are explained in this annual report under the compensation report.

The meeting on 10 December 2010 focused on the approval of the consolidated financial statements and the separate financial statements for Aurubis AG for 2009/10 and the preparations for the 2011 Annual General Meeting. Furthermore, the Supervisory Board approved a property purchase in Lünen for the construction of a new training centre.

In the extraordinary meeting on 11 January 2011 the Supervisory Board set up a Capital Committee for three weeks, which dealt with the preparation and execution of the capital increase on 12/13 January 2011.

During the meeting on 2 March 2011 the Supervisory Board comprehensively addressed the strategy of Business Unit Primary Copper.

In the extraordinary meeting on 29 April 2011 the Supervisory Board authorised the Executive Board to carry out the acquisition of the Luvata Group’s global Rolled Products Division after intensive consultations.

The capital expenditure project Pirdop 2014, which has a volume of € 44 million, was approved by the Supervisory Board in the meeting on 27 May 2011. Furthermore, another Capital Committee was set up for three months. However, it did not pass any resolutions due to the market conditions and was consequently dissolved again.

In the meeting on 28 September 2011 the Supervisory Board discussed and approved the Company’s business plan 2011/12 and appointed Mr Peter Willbrandt as Aurubis AG’s new Chief Executive Officer effective 1 January 2012. The status of the integration of the companies acquired from the Luvata Group for the Business Line Flat Rolled Products & Specialty Wire was also discussed in detail.

Supervisory Board and committees

The Supervisory Board set up a total of five permanent and two temporary committees to fulfil its duties, which effectively supported the work in the meetings. The committees prepared the Supervisory Board’s resolutions and the topics to be considered in the meetings. In individual cases the Supervisory Board transferred the decision-making power of the Supervisory Board to the committees within the statutory limits.

General statements on the composition and working procedures of the Supervisory Board and its committees can be found in this year’s declaration and report on corporate governance as part of the Aurubis AG’s management report.
 
Work on the Personnel Committee

The Personnel Committee met four times in the year under review. In its meeting on 8 November 2010 the Personnel Committee developed a recommendation for the assessment of the Executive Board’s overall and individual performance for fiscal year 2009/10 as part of the new Executive Board compensation system. In its meetings on 6 May 2011, 27 May 2011 and 28 September 2011, the Personnel Committee worked on the selection process for the Chief Executive Officer’s successor and prepared a proposal for a decision for the Supervisory Board.

Work on the Audit Committee

The Audit Committee met four times in the reporting period and considered the separate financial statements for Aurubis AG, the consolidated financial statements and the quarterly reports for the past fiscal year, which were discussed with the Executive Board in each case, as well as the internal control systems and the Group’s risk management, audit procedures and compliance management. In the meetings on 9 December 2010 and 8 February 2011, the Audit Committee discussed the effects of the damage to the flash smelter. Prof. Dr-Ing. Heinz Jörg Fuhrmann, the Chairman of the Audit Committee until the end of the fiscal year, has specialist knowledge and experience in the application of accounting principles and internal control procedures. He is independent and not a former member of the Company’s Executive Board. When Prof. Dr-Ing. Fuhrmann became Chairman of the Supervisory Board, Dr-Ing. Ernst J. Wortberg became Chairman of the Audit Committee. The statements above apply to him as well.

Apart from the appointment of the auditors and the agreement of the fee with the auditors, the committee established the focuses of the annual audit 2010/11, specifically (i) the audit of Aurubis AG’s SAP data export to an external service provider’s servers, (ii) the audit of the acquisition balances  from the first-time consolidation of the former Luvata companies in the consolidated financial statements and (iii) the audit of the opening balance at Aurubis AG in accordance with the German Accounting Law Modernisation Act
(BilMoG) and its forward projection.
The Audit Committee furthermore monitored the independence of the auditors and obtained the declaration on their independence recommended by the German Corporate Governance Code. In this regard, the designated auditors
were obligated to inform the Chairman of the Audit Committee without delay about any possible grounds for exclusion or lack of impartiality arising during the audit if these were not resolved immediately.
The auditors’ representatives attended one Audit Committee meeting and reported on the audit of the annual accounts.

Work on the Nomination Committee

The Nomination Committee did not meet in fiscal year 2010/11.

Work on the Capital Committee

On 12 January 2011 the Capital Committee – after comprehensive discussions and consideration of existing interests – approved the increase in the Company’s subscribed capital by about 10 % through the issuing of 4,086,974 new shares against cash contributions under the exclusion of shareholders’ subscription rights, which the Executive Board decided on and carried out the same day. The proceeds from this capital increase were primarily used to strengthen the balance sheet structure, create flexibility for further growth and increase flexibility for refinancing, which is to be carried out by 2012.

The second Capital Committee formed on 27 May 2011 did not pass any resolutions due to the market conditions.

Corporate Governance

The regular efficiency review was performed by the Supervisory Board at its meeting on 28 September 2011.

Conflicts of interest

There were no conflicts of interest among Executive Board or Supervisory Board members that should have been disclosed to the Supervisory Board or announced at the Annual General Meeting.

Audit of the separate financial statements of Aurubis AG and the consolidated financial statements

The Company’s financial statements prepared by the Executive Board in accordance with the German GAAP and the consolidated financial statements prepared in accordance with IFRS (International Financial Reporting Standards) for the fiscal year from 1 October 2010 to 30 September 2011 and the management reports for the Company and the Group, together with the bookkeeping system and risk management system, have been audited by PricewaterhouseCoopers AG, Wirtschaftsprüfungsgesellschaft, Hamburg, in accordance with the resolution passed at the Company’s Annual General Meeting of 3 March 2011 and their subsequent appointment as auditors by the Supervisory Board. The auditors have issued an unqualified auditors’ report.

The meeting of the Supervisory Board to approve the financial statements was held on 17 January 2012. All members of the Supervisory Board received copies of the financial statements and audit reports as well as the Executive Board’s recommendation on the appropriation of the net earnings and all other documents in good time before this meeting. These documents were discussed in detail at the meeting of the Supervisory Board to approve the financial statements. The auditors participated in this meeting, reported in detail on how the audit had been performed and their main audit findings and were available to provide the Supervisory Board with further information, discuss the documents and make additional comments.

Following a detailed discussion on the audit and the auditors’ findings and a thorough consideration of the report by the auditors and the recommendation of the Executive Board on the appropriation of the net income, and on the basis of its own review of and discussion on the separate financial statements of Aurubis AG, the consolidated financial statements, the management reports for the Company and the Group and the Executive Board’s recommendation on the utilisation of the unappropriated earnings, the Supervisory Board concurred with the results of the audit. The Supervisory Board concluded that no objections need to be raised, based on the results of its review, and, in accordance with the recommendations of the Audit Committee, approved the separate financial statements of Aurubis AG, which were thus adopted, as well as the consolidated financial statements, the management report for Aurubis AG and the consolidated management report at the meeting on the financial statements. The Supervisory Board concurred with the Executive Board’s recommendation on the utilisation of the unappropriated earnings.

Corporate Governance and declaration of conformity

The Executive Board reports on corporate governance at Aurubis AG, also on behalf of the Supervisory Board, in accordance with Section 3.10 of the German Corporate Governance Code in the declaration and report on corporate governance, which are part of the management report.

On 11 November 2011, the Executive Board and Supervisory Board issued the updated Declaration of Conformity to the Corporate Governance Code in accordance with Section 161 German Companies Act and made it permanently accessible to the public at www.aurubis.com. According to the declaration, Aurubis complies with the Code recommendations, which were last changed in 2010, with three exceptions. Additional information can be found in the Declaration of Conformity in accordance with Section 161 German Companies Act.

Changes in the Supervisory Board and Executive Board

Dr-Ing. Ernst J. Wortberg stepped down as Chairman of the Supervisory Board at the end of the fiscal year after 10 years in the position. Prof. Dr-Ing. Heinz Jörg Fuhrmann was elected Chairman of the Supervisory Board effective 1 October 2011.

Chief Executive Officer Dr Bernd Drouven resigned from the Company’s Executive Board on 31 December 2011. Mr Peter Willbrandt was elected Chief Executive Officer of the Company effective 1 January 2012.

We would like to thank Dr Wortberg and Dr Drouven for their
successful service to the Company.

Hamburg, 17 January 2012

The Supervisory Board

Prof. Dr-Ing. Heinz Jörg Fuhrmann

Chairman