Exhibit 1.1

ARTICLES OF ASSOCIATION

ARTICLES
OF ASSOCIATION

of

AIXTRON
Aktiengesellschaft

It
is hereby certified that the following Articles of Association of AIXTRON Aktiengesellschaft, Aachen, are consistent with the Articles of Association submitted to the commercial register in the
version dated May 22, 2007, and that the attached transcript of the minutes of the General Meeting is consistent with the version of the minutes submitted to the commercial register.

Aachen,
May 22, 2007

von
Trotha, Civil law notary, Aachen

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Article 1

Company
Name, Domicile, Duration

AIXTRON
Aktiengesellschaft

Article 2

Purpose

The
purpose of subsidiaries and investees may differ from that referred to in Article 1 above insofar as it seems capable of promoting the purpose of the Company.

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

Article 3

Notices
and Information

Article 4

Share
Capital

The
Executive Board can, with the approval of the Supervisory Board, determine the content of the share rights, the conditions for issuing shares, as well as the other details of the
capital increase and its implementation.

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The
Executive Board is authorized with the approval of the Supervisory Board to exclude shareholders' preemptive rights in total or in part



Furthermore,
the Executive Board is authorized to determine the contents of the rights attaching to the shares and the terms of the issue of shares with the approval of the Supervisory
Board.

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Article 5

Dividend
rights

In
the case of a capital increase, the dividend rights can be assigned differently from section 60 of the Aktiengesetz.

Article 6

Classes
of shares

Article 7

Executive
Bodies

The
Company's executive bodies are:

the
Executive Board,
the Supervisory Board,
the General Meeting.

Article 8

Executive
Board

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Article 9

Legal
Representation

The
Supervisory Board can grant individual Executive Board members power of sole representation.

Article 10

Management

The
Executive Board conducts the business of the Company in accordance with the law and the Articles of Association. It has passed by-laws for itself by a unanimous
resolution of its members and with the approval of the Supervisory Board.

Article 11

Supervisory
Board

Composition,
Election, Term of Office

Article 12

Resignation
from Office

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

Article 13

Chairman
of the Supervisory Board

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

Article 14

Meetings

The
meetings of the Supervisory Board are convened in writing by the Chairman, orif he is prevented from doing soby his 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. 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) working days and the invitation can be issued verbally, by fax, telephone, or email.

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Article 15

Resolutions

Article 16

Committees

Article 17

Tasks/Supervisory
Board remuneration



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C.
General Meeting

Article 18

General
Meeting

The
Company's General Meetings take place either at the Company's domicile or a German city with over 1,00,000 residents.

Article 19

Convening
the General Meeting

The
General Meeting is convened by the Executive Board or, in the cases prescribed by law, by the Supervisory Board. General Meetings shall be convened no later than thirty days prior to
the day by the end of which the shareholders must have given notice of attendance (Article 20 (1)).

Article 20

Participation
in the General Meeting

Article 21

Chairing
the General Meeting

Article 22

Resolutions

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Article 23

Voting
Rights

Article 24

Fiscal
Year

The
fiscal year is the calendar year.

Article 25

Annual
Financial Statements, Ordinary General Meeting, Appropriation of Retained Earnings

Article 26

Amendments
to the Articles of Association

The
Supervisory Board is authorized to resolve amendments and additions to the Articles of Association that only concern the formal wording.

Article 27

Costs

The
Company will bear the formation costs and taxes up to a maximum amount of DM 100,000.00.

Article 28

Place
of Jurisdiction

The
Company's domicile is the place of jurisdiction.

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NOTARIAL
CERTIFICATE

in
accordance with section 181 (1) of the Aktiengesetz (German Stock Corporation Act)
on the document dated May 22, 2007 and numbered 356/2007

The
preceding text of the ARTICLES OF ASSOCIATION of

AIXTRON
Aktiengesellschaft

domiciled
in Aachen

(entered
in the commercial register of Aachen Local Court under HR B 7002)
corresponds to the exact wording of the original document in full.

The
amended provisions (Articles 3, 4 fig. 2.4, 2.5, 2.6, 2.7 and 2.8) are consistent with the resolution of the General Meeting on May 22, 2007 and the unamended provisions are fully
consistent with the exact wording of the last version of the Articles of Association submitted to the commercial register.

Aachen,
May 22, 2007

L.S./
signed v. Trotha

Thilo
von Trotha
Civil law notary, Aachen

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