AIXTRON : Articles of Association, as of Mai 15, 2024

AIXTRON SE

Articles of Association

as amended by the Resolution of the General Meeting dated May 15, 2024

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1. GENERAL PROVISIONS

§ 1

Company Name, Registered Office, Duration

1. The Company is registered under the name:
   AIXTRON SE.
2. The registered office of the Company is Herzogenrath, Germany.

3. The duration of the Company is unlimited.

1. • 2
     Purpose
2. The purpose of the Company is the manufacture and sale of products as well as research and development and services for implementing semiconductor technologies and other physicochemical technologies, particularly those bearing the AIXTRON trademark.
3. The Company may conduct all transactions that are suitable for promoting the Company's purpose indirectly and directly. The Company may establish branch offices in Germany and abroad, acquire equity interests in other companies in Germany and abroad as well as purchase or form such companies.

The purpose of subsidiaries and associated companies may differ from the purpose referred to in clause 1 above provided that it seems suitable for promoting the purpose of the Company.

The Company may outsource all or part of its operations to affiliates.

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§ 3

Notices and Information

1. The Company's notices will be published in the electronic Bundesanzeiger (Federal Gazette), unless otherwise required by law.
2. Information intended for the holders of listed securities of the Company may also be transmitted electronically.

1. SHARE CAPITAL AND SHARES

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  Share Capital

1. The Company's share capital is EUR 113,411,020.00 (in words: one hundred and thirteen million four hundred and eleven thousand and twenty euros). It is composed of 113,411,020 no-par value registered shares. The share capital in the amount of EUR 100,667,177.00 (in words: one hundred million six hundred sixty-seven thousand one hundred seventy-seven euros) has been contributed through the conversion of the corporate form of AIXTRON Aktiengesellschaft into

AIXTRON SE.

2.1 The Executive Board is authorized, to increase, with the approval of the Supervisory Board, the share capital on one occasion or in partial amounts on several occasions in the period ending on May 24, 2027, by up to a total of EUR 41,450,000.00 against cash and/or non-cash contributions by issuing new registered no-par value shares (Authorized Capital 2022). In the case of cash contributions, the new shares may also be handed over by the Executive Board, with the approval of the Supervisory Board, to one or more banks or any other company meeting the requirements of Section 186 (5) sentence 1 of the German Stock Corporation Act (AktG), subject to the obligation to offer them exclusively to the shareholders for subscription (indirect subscription right). In principle, the shareholders shall be granted a subscription right. However, the Executive Board is authorized, with the approval of the Supervisory Board, to exclude the shareholders' subscription right,

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• to exclude fractional amounts from the subscription right;
• if the capital increase is made against cash contributions and the issue price of the new shares is not significantly lower than the stock market price of the shares already listed at the time of final determination of the issue price, which should be as close as possible to the time of placement of the shares. The number of shares issued under exclusion of subscription rights pursuant to Section 186 (3) sentence 4 of the German Stock Corporation Act (AktG) may not exceed a total of 10 percent of the share capital, neither at the time this authorization becomes effective nor at the time it is exercised. Shares issued or to be issued on the basis of bonds with warrants and/or convertible bonds shall be included in this figure if the bonds are issued during the term of this authorization in analogous application of Section 186 (3) sentence 4 AktG to the exclusion of subscription rights; furthermore, shares issued or sold during the term of this authorization in direct or analogous application of Section 186 (3) sentence 4 AktG shall be included in this figure;
• to the extent necessary to grant holders or creditors of option and/or conversion rights or corresponding option and/or conversion obligations under bonds issued or to be issued by the Company and/or by companies controlled by the Company or in which the Company directly or indirectly holds a majority interest a subscription right to the extent to which they would be entitled after exercising their option and/or conversion right or after fulfillment of the option and/or conversion obligation;
• if the capital increase is made against contributions in kind, for the granting of shares in connection with business mergers or for the purpose of acquiring companies, parts of companies, interests in companies or other assets including claims against the Company or third parties or release from liabilities;
• to issue new shares up to a proportionate amount of the share capital totaling EUR 3,398,760.00 as employee shares to employees of the Company or affiliated companies within the meaning of Sections 15 et seq. German Stock Corporation Act (AktG).

The Executive Board shall also be authorized, with the approval of the Supervisory Board, to determine the further content of the share rights and the conditions for issuing shares. The Supervisory Board is authorized to amend the wording of the Articles of Association in accordance with the respective utilization of the Authorized Capital 2022 or after the expiry of the authorization period.

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This authorization is limited to the extent that, after exercise of the authorization, the total shares issued under this authorized capital with exclusion of subscription rights may not exceed 10 percent of the share capital existing at the time the authorization takes effect or - if this value is lower - at the time the authorization is exercised. This 10 percent limit shall also include treasury shares sold during the term of the above authorization with exclusion of subscription rights and shares issued during the term of the above authorization with exclusion of subscription rights from any other authorized capital; it shall also include shares issued as a result of the exercise of option and/or conversion rights or option/conversion obligations attached to bonds, insofar as the associated bonds are issued during the term of this authorization with exclusion of subscription rights.

1. "cancelled"
2. "cancelled"
3. The share capital is conditionally increased by up to EUR 15,000,000.00 by issuing up to 15,000,000 new registered no-par value shares (Conditional Capital 2022). The conditional capital increase shall only be carried out to the extent that the holders or creditors of bonds with warrants and/or convertible bonds, profit participation rights and/or participating bonds (or combinations of these instruments) with option and/or conversion rights or option and/or conversion obligations or tender rights of the Company, which the Company or companies controlled by the Company or companies in which the Company directly or indirectly holds a majority interest have issued by May 24, 2027 on the basis of the authorization resolution of the Annual General Meeting of May 25, 2022, make use of their option or conversion rights from these bonds or fulfil their obligations to exercise their option or conversion rights, or to the extent that the Company choses this, to grant no-par value shares of the Company instead of payment of a cash amount due, either in whole or in part, and to the extent that no cash settlement is granted or treasury shares or shares of another listed company are used for servicing. The new shares shall be issued at the option or conversion price to be determined in accordance with the aforementioned authorization resolution. The new shares shall participate in the profits from the beginning of the financial year in which they are created; to the extent legally permissible, the Executive Board may, with the consent of the Supervisory Board, determine the profit participation of new shares in deviation from this also for a financial year that has already expired. The Executive Board is authorized, with the consent of the Supervisory Board, to determine the further details of the implementation of the conditional capital increase.
4. "cancelled"
5. "cancelled"

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1. The Company's share capital is conditionally increased by up to EUR 66,000 by issuing up to 66,000 new no-par value registered shares (Conditional Capital II 2012). The Conditional Capital II 2012 serves the purpose of securing subscription rights arising from share options which are issued by the Company under the Stock Option Plan 2012 until and including May 15, 2017, based on the authorization granted by the General Meeting on May 16, 2012. The conditional capital increase will only be implemented to the extent that the holders of such share options will exercise their option rights and the Company does not grant treasury shares or cash compensation in fulfillment of the share options. The new shares will participate in the profits from the beginning of the fiscal year in which they are issued.
2. The Supervisory Board is authorized to amend the wording of the Articles of Association in accordance with the respective amount of the capital increase from authorized and conditional capital.

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  Dividend Rights

In the case of a capital increase, the profit participation of the new shares can be determined differently from section 60 of the Aktiengesetz (German Stock Corporation Act).

§ 6

Classes of Shares

1. The shares are registered shares.
2. If, as part of an increase in capital, the resolution makes no provision as to whether shares are to be bearer shares or registered shares, they will be registered shares.
3. The Executive Board, with the approval of the Supervisory Board, determines the type of share certificates as well as the coupons and renewal coupons. The same applies to interim certificates, bonds, interest coupons and warrants.

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1. The Company may issue share certificates representing multiples of shares (global shares). The right of shareholders to the certification of their shares is excluded.
2. Renewal coupons and coupons shall be attached to the shares.

III. CONSTITUTION OF THE COMPANY

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  Corporate Bodies

The Company's corporate bodies are:

the Executive Board,

the Supervisory Board,

the General Meeting.

1. Executive Board

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  Executive Board

1. The Company's Executive Board is comprised of two or more persons. The Supervisory Board determines the number of Executive Board members. The appointment of deputy Executive Board members is permitted. The members of the Executive Board are appointed for a maximum period of six years. Reappointments are permissible.

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1. The Supervisory Board can delegate the conclusion, amendment, and termination of employment contracts to a Supervisory Board committee.
2. The Supervisory Board can appoint a member of the Executive Board as the Chair or the Spokesperson of the Executive Board and additional members of the Executive Board as Deputy Chairs or Deputy Spokespersons.

§ 9

Legal Representation

1. The Company is legally represented by two members of the Executive Board or by one member of the Executive Board acting jointly with a Prokurist (authorized officer). The Supervisory Board can grant individual Executive Board members power of sole representation.
2. The Supervisory Board can also exempt individual Executive Board members from the restrictions imposed by Section 181, second alternative, of the BGB (German Civil Code) (Multiple Representation).

§10

Management

1. The Executive Board conducts the business of the Company in accordance with the law and the Articles of Association. It will pass by-laws for itself by a unanimous resolution of its members and with the approval of the Supervisory Board.
2. The Executive Board requires the prior consent of the Supervisory Board in order to conduct the following business transactions or take the following measures:
3. • establishing, acquiring, disposing of, especially in the form of sale, cession or closure of establishments, subsidiaries, affiliated companies and interests in other enterprises if, in the individual case, an amount of EUR 500,000 is exceeded;

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• commencing, materially restricting or abandonment of fields of activity of the Company;
• acquiring and selling real property and rights equivalent to real property, dispositions over such properties and rights and corresponding transactions resulting in obligations to make such dispositions;
• conclusion, amendment and termination of important license contracts or cooperation contracts which involve an economic risk of more than EUR 1,000,000 for AIXTRON SE or its group companies;
• appointment of Prokurists (authorized officers), general agents and representatives for the entire business operations.

The Supervisory Board can condition other business transactions to its consent.

The Supervisory Board can issue the consent for specific business transactions in advance or in the context of approving the business planning.

1. Supervisory Board

§ 11

Supervisory Board, Composition, Election, Term of Office

1. The Supervisory Board consists of 6 (six) members.
2. The appointment of the Supervisory Board occurs for the period of time until the end of the General Meeting resolving on the approval of actions for the fourth fiscal year after the commencement of the term of office, the fiscal year in which the appointment occurs not being taken into account; however, the longest term is six years. The General Meeting may resolve a shorter term of office. Repeated appointment is permissible.

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3. Substitute members can be elected for Supervisory Board members who have been elected by the General Meeting. The term of office of a substitute member taking the place of a retired member ends at the end of the General Meeting in which a supplementary election for the remaining term of the retired member takes place, but no later than the end of the retiring member's term of office.

§ 12

Resignation from Office

Any member of the Supervisory Board may resign from office by addressing a statement to the Chair of the Supervisory Board or the Executive Board, giving one month's notice.

§ 13

Chair of the Supervisory Board

The Supervisory Board elects a Chair and a Deputy from among its members. If in the course of an electoral period, the Chair or the Deputy Chair retire from their posts, the Supervisory Board must immediately hold an election for the remainder of the term of the retiree.

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  Meetings

The meetings of the Supervisory Board are convened in writing by the Chair, or - if he/she is unable to attend - by the Deputy, giving 14 days' notice. When calculating the period of notice required, the day on which the invitation was sent, and the day of the meeting are not included in the period. The invitation must indicate the individual items on the agenda. In urgent cases, the period of notice for convening a meeting can be reduced to 3 (three) business days and the invitation can be issued verbally, by fax, telephone, or email.

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