**Exhibit 1.1**

*Convenience translation from theGerman language of a print-out of an electronic file*

**Articles of Association**

(As of May 11,2006)

**AIXTRON Aktiengesellschaft**

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**I.****GENERALPROVISIONS**

**Article 1Company Name, Domicile, Duration**

1.                  TheCompany is registered under the name:

AIXTRON Aktiengesellschaft

2.                  Thedomicile of the Company is Aachen.

3.                  Theduration of the Company is unlimited.

**Article 2Purpose**

1.                  Thepurpose of the Company is the manufacture and sale of products, as well asresearch and development and services for the implementation of semiconductortechnologies and other physicochemical technologies, particularly those bearingthe AIXTRON trademark.

2.                  TheCompany is authorized to conduct all transactions suitable for promoting theCompany’s purpose indirectly and directly. The Company may establish branchoffices in Germany and abroad, may acquire equity interests in other companiesin Germany and abroad, as well as purchase or establish such companies.

The purpose of subsidiaries and investees may differfrom that referred to in section 1 above insofar as it seems capable of promoting the purpose ofthe Company.

The Company may outsource all or part of itsoperations to affiliates.

**Article 3Notices**

The Company’snotices will be published in the electronic *Bundesanzeiger*(Federal Gazette), unless otherwise stipulated by law.

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**II. SHARE CAPITAL AND SHARES**

**Article 4Share Capital**

1.                  TheCompany’s share capital is €89,799,397.00 (in words:  eighty-nine million seven hundred andninety-nine thousand three hundred and ninety-seven euros). It is composed of89,799,397.00 no-par value bearer shares.

2.1            However,the Executive Board is authorized to increase the share capital of the Company,with the approval of the Supervisory Board, on one or several occasions until May 17,2010 by up to €35,919,751.00 by issuing new no-par value ordinary bearer shareswith a proportional interest in the share capital of €1.00 per no-par valueshare against cash and/or non-cash contributions (Authorized Capital I). Shareholdersmust be granted preemptive rights. However, the Executive Board is authorized,with the approval of the Supervisory Board, to exclude shareholders’ preemptiverights whole or in part

—             forfractions; or

—             forcapital increases made against non-cash contributions with the objective toacquire enterprises or parts thereof or a participation in enterprises or toacquire other assets..

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

2.2            TheExecutive Board is authorized to increase the share capital of the Company,with the approval of the Supervisory Board, on one or several occasions until May 17,2010 by up to €8,979,937.00 by issuing new no-par value ordinary bearer shareswith a proportional interest in the share capital of €1.00 per no-par valueshare against cash contributions (Authorized Capital 11). The Executive Boardis authorized with the approval of the Supervisory Board to excludeshareholders’ preemptive rights in total or in part

—             forfractions; or

—             togrant to holders of warrants or convertible debt securities issued by theCompany and/or its subsidiaries preemptive rights for new no-par value ordinarybearer shares to the extent they are entitled to upon exercise of the debtsecurities with conversion or option rights or obligations, respectively.

—             Ifthe issue price for new shares is not significantly lower than the quoted priceof shares within the same class already listed at the time the issue price isfinally determined pursuant to section 203 paragraphs 1, 2, section 186paragraph 3 clause 4 of the *Aktiengesetz*(German Stock Corporation Act). This authorization is applicable only providedthat the total amount of shares issued subject to the exclusion of thepreemptive rights pursuant to section 186 paragraph 3 clause 4 of the *Aktiengesetz* does not exceed 10 % ofthe share capital existing at the time the resolution regarding thisauthorization is adopted and at the time this authorization is exercised. Forthe purpose of calculating the aforementioned 10 %-limit, own shares shallbe taken into account which are acquired under the authorization of the GeneralShareholders’ Meeting and sold pursuant to section 71 paragraph 1 No. 8clause 5 *Aktiengesetz* inconjunction with section 186 paragraph 3 clause 4 of the *Aktiengesetz.*Furthermore, shares issuedfor the purpose of servicing debt securities with conversion and/or optionrights attached are also credited against the aforementioned 10 %-limitprovided such debt securities have been issued on the basis of theauthorization for the issuance of debt securities subject to the exclusion ofpreemptive rights pursuant to section 186 paragraph 3 clause 4 of the *Aktiengesetz*at the time thisauthorization comes into effect.

Furthermore, theExecutive Board is authorized to determine the contents of the rights attachingto the shares and the terms of the issue of shares with the approval of theSupervisory Board.

2.3            TheCompany’s share capital is conditionally increased by up to €44,160.00,composed of up to 44,160 no-par value bearer shares. The conditional capitalincrease will only be implemented to

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the extent thatthe holders of convertible bonds to be issued by AIXTRON AG up to October 24,2002 on the basis of the resolution authorizing the Executive Board passed bythe General Meeting on October 24, 1997, make use of their conversionrights to subscribe for no-par value shares. Shares of the Company arising fromexercise of the conversion rights carry dividend rights as of January 1 ofthe year they are issued.

2.4            TheCompany’s share capital is conditionally increased by up to €2,924,328.00,composed of up to 2,924,328 no-par value bearer shares. The conditional capitalincrease serves to grant options to members of the Executive Board andemployees of AIXTRON AG and also to members of the management and employees ofaffiliated companies under the stock option plans in accordance with theGeneral Meeting’s resolution of May 26, 1999 on agenda item 5. Theconditional capital increase will only be implemented to the extent that theholders of options exercise their rights. The new shares carry dividend rightsas of the start of the fiscal year in which they are issued as a result of theoptions being exercised in each case. The Executive Board is authorized todetermine the further details of the implementation of the conditional capitalincrease with the approval of the Supervisory Board. Where options are to begranted to members of AIXTRON Aktiengesellschaft’s Executive Board, the furtherdetails of the conditional capital increase will be determined by theSupervisory Board.

2.5            Theshare capital is conditionally increased up to €25,931,452.00 (conditionalcapital). The conditional capital will only be implemented to the extent that - the holders or creditors ofconversion rights or warrants accompanying the convertible bonds or bonds withwarrants to be issued by AIXTRON AG or its direct or indirect majorityinvestees until May 21, 2007 on the basis of the authorizing resolutionpassed by the General Meeting on May 22, 2002 exercise their conversionrights or options, or

—             theholders or creditors of the convertible bonds to be issued by AIXTRON AG or itsdirect or indirect majority investees until May 21, 2007 on the basis ofthe authorizing resolution passed by the General Meeting on May 22, 2002comply with their conversion obligation.

The new sharescarry dividend rights as of the start of the fiscal year in which they areissued as a result of the exercise of conversion rights or warrant rights, orthe compliance with conversion obligations.

2.6            TheCompany’s share capital is conditionally increased by up to €3,511,495.00, composedof up to 3,511,495.00 no-par value bearer shares. The conditional capitalincrease serves to grant options to members of the Executive Board of AIXTRONAG and members of the management of affiliated companies, as well as toemployees of AIXTRON AG and of affiliated companies under the stock optionplans in accordance with the General Meeting’s resolution of May 22, 2002(Stock Option Plan 2002). The conditional capital increase will only beimplemented to the extent that the holders of options make use of their rights,and the Company does not grant own shares to fulfill these rights. The newshares carry dividend rights as of the start of the fiscal year in which theyare issued as a result of the options being exercised. The Executive Board isauthorized to determine the further details of the implementation of theconditional capital increase with the approval of the Supervisory Board. Whereoptions are to be granted to members of AIXTRON Aktiengesellschaft’s ExecutiveBoard, the further details of the conditional capital increase will bedetermined by the Supervisory Board.

2.7            TheSupervisory Board is authorized to reformulate the Articles of Association inaccordance with the amount of the capital increase from authorized andconditional capital in each case.

**Article 5Dividend rights**

In the case of acapital increase, the dividend rights can be assigned differently from section60 of the *Aktiengesetz*(German Stock CorporationAct).

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**Article 6Classes of shares**

1.                  Theshares are bearer shares.

2.                  TheExecutive Board, with the approval of the Supervisory Board, determines thetype of share certificates as well as the coupons and renewal coupons. The sameapplies to interim certificates, bonds, interest coupons and warrants.

3.                  TheCompany may issue share certificates representing multiples of shares (globalshares). The right of shareholders to the certification of their shares isexcluded.

4.                  Renewalcoupons and coupons shall be attached to the shares.

**III. LEGAL CONSTITUTION OF THE COMPANY**

**Article 7Executive Bodies**

The Company’sexecutive bodies are:

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

**A. Executive Board**

**Article 8Executive Board**

1.                  TheCompany’s Executive Board is comprised of two or more persons. The SupervisoryBoard determines the number of Executive Board members. The appointment ofdeputy Executive Board members is permitted.

2.                  TheSupervisory Board can delegate the conclusion, amendment, and termination ofappointment contracts duties to a Supervisory Board committee.

3.                  TheSupervisory Board can appoint a member of the Executive Board as the Chairmanor the Spokesman of the Executive Board and additional members of the ExecutiveBoard as Deputy Chairmen or Deputy Spokesmen.

**Article 9Legal Representation**

1.                  TheCompany is legally represented by two members of the Executive Board or by onemember of the Executive Board acting jointly with a Prokurist (authorizedsignatory).

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

2.                  TheSupervisory Board can also exempt individual Executive Board members from therestrictions imposed by section 181 ofthe Bürgerliches Gesetzbuch (BGB - GermanCivil Code).

**Article 10Management**

The ExecutiveBoard conducts the business of the Company in accordance with the law and theArticles of Association. It has passed by-laws for itself by a unanimousresolution of its members and with the approval of the Supervisory Board .

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**B. Supervisory Board**

**Article 11Supervisory BoardComposition, Election, Term of Office**

1.                  TheSupervisory Board consists of 6 (six) members. The General Meeting can specifyany other number of Supervisory Board members divisible by three.

2.                  Theappointment of the first Supervisory Board lasts until the General Meeting thatresolves on the approval of the Supervisory Board’s activities for the firstfiscal year.

3.                  Theelection of the Supervisory Boards following the first Supervisory Board is forthe longest period permissible according to section 102 of the Aktiengesetz (AktG- German Stock Corporation Act).Candidates may be reelected.

4.                  Substitutemembers can be elected for Supervisory Board members who have been elected bythe General Meeting. The term of office of a substitute member taking the placeof a retired member ends at the end of the General Meeting in which asupplementary election for the remaining term of the retired member takesplace, but no later than the end of the retiring member’s term of office.

**Article 12Resignation from Office**

Any member of theSupervisory Board can resign from office by addressing a statement to theChairman of the Supervisory Board or the Executive Board, giving one month’snotice.

**Article 13Chairman of the Supervisory Board**

The SupervisoryBoard elects a Chairman and a Deputy from among its members. If in the courseof an electoral period, the Chairman or the Deputy Chairman retire from theirposts, the Supervisory Board must immediately hold an election for theremainder of the term of the retiree.

**Article 14Meetings**

The meetings ofthe Supervisory Board are convened in writing by the Chairman, or - if he isprevented from doing so - by his Deputy, giving 14 days’ notice. When calculating the period ofnotice required, the day on which the invitation was sent and the day of themeeting are not included. The invitation must indicate the individual items onthe agenda. In urgent cases, the period of notice for convening a meeting canbe reduced to 3 (three) workingdays and the invitation can be issued verbally, by fax, telephone, or e-mail.

**Article 15Resolutions**

1.                  Theagenda must be announced at the time the meeting is convened. Resolutions onagenda items not duly announced in the invitation are only permitted if noSupervisory Board member presents objects. In such cases, absent SupervisoryBoard members must be given the opportunity to object to the resolution withinan appropriate period to be determined by the Chairman, or - if he is preventedfrom doing so - by his Deputy, or to submit their vote in writing. Theresolution shall only take effect if the absent Supervisory Board members donot object to it within this period or if they vote in favor of it.

2.                  Resolutionsof the Supervisory Board are passed at meetings. In exceptional, justifiedcases, members of the Supervisory Board may also participate in meetings of theSupervisory Board and its committees by telephone conferencing or videoconferencing with the approval of the Chairman, or - if he is prevented fromgiving such approval - by his Deputy. Supervisory Board members who do notparticipate in the meeting in accordance with section 2, sentence 2 above, maytake part in resolutions of the Supervisory Board and its committees bysubmitting a written vote (also by fax) to the Chairman of the meeting. Outsidethe meetings, resolutions of the Supervisory Board are only permitted by way ofvotes cast in writing, by fax, telephone, or e-mail or by way of a combinationof these aforementioned means of communication, if no member of the SupervisoryBoard objects to this procedure.

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3.                  TheSupervisory Board is quorate if two thirds of its members take part in theresolution in accordance with Article 11, section 1 of the Articles ofAssociation and if the members include the Chairman of the Supervisory Board orhis Deputy. If the Supervisory Board only consists of three members, all threemembers are required to take part in the resolution.

4.                  Theresolutions of the Supervisory Board require a majority of the votes cast. Abstentionsare not counted as votes. The Chairman of the meeting has the casting vote inthe event of a tie. The Chairman of the meeting will determine the type ofvoting procedure to be followed. These provisions apply accordingly to votescast in writing, or by telephone, fax, or e-mail.

5.                  Minutesmust be taken of Supervisory Board meetings and must be signed by the Chairmanof the meeting. The minutes taken on resolutions passed in writing, or bytelephone, fax, or e-mail must be signed by the Chairman of the SupervisoryBoard, or - if he is preventedfrom doing so - by his Deputy.

**Article 16Committees**

1.                  TheSupervisory Board is authorized and, if prescribed by law, required to formcommittees of its members and to draw up by-laws establishing theirresponsibilities and powers. The Supervisory Board can also, if permitted bylaw, assign decision-making powers to the committees.

2.                  Declarationsof intent by the Supervisory Board and its committees are submitted by theChairman on behalf of the Supervisory Board, or — if he/she is prevented from doing so — by his Deputy.

**Article 17Tasks/ Supervisory Board remuneration**

1.                  TheSupervisory Board supervises the management activities of the Executive Board.

2.                  TheSupervisory Board shall draw up by-laws for itself.

3.                  Inaddition to the reimbursement of expenses (including the value added tax ontheir Supervisory Board remuneration or expenses), the members of theSupervisory Board shall receive appropriate annual compensation, the amount ofwhich shall be determined by the General Meeting. This sum is applicable untilthe General Meeting resolves otherwise.

As well as fixedcompensation, members of the Supervisory Board shall also receive totalvariable compensation of 1% of the Company’s net retained profit, less anamount corresponding to 4% of the paid-in contributions to the share capital. The Chairman of theSupervisory Board receives 6/17, the Deputy Chairman 3/17, and a member of theSupervisory Board 2/17 of the variable compensation. The amount of the variablecompensation shall not exceed four times the fixed compensation per member ofthe Supervisory Board. Variable compensation is payable following the end ofthe General Meeting, that resolves on the appropriation of the net retainedprofit.

4.                  Themembers of the Supervisory Board will receive an attendance fee in an amount of€1,500.00 for attending the meetings of committees each; the chairman of acommittee will receive double this amount. The total amount of attendance feespayable to the members of the Supervisory Board shall be limited to one and ahalf times of the fixed compensation of this person pursuant to section 17paragraph 3.

5.                  TheCompany also pays the insurance premiums for the members of Supervisory Boardfor liability and legal insurance to cover liability risks arising from theiractivities for the Supervisory Board, as well as the insurance tax payable onthese.

**C. General Meeting**

**Article 18General Meeting**

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

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**Article 19Convening the General Meeting**

The GeneralMeeting is convened by the Executive Board or, in the cases prescribed by law,by the Supervisory Board. General Meetings shall be called at least thirty daysin advance of the day by the end of which the shareholders must have given noticeof attendance (Article 20 (1)).

**Article 20Participation in the General Meeting**

1.                  Thoseshareholders who have given notice of attendance not later than by the end ofthe seventh day prior to the date of the respective General Meeting shall beentitled to attend such General Meeting and to exercise their voting rights. Noticeof attendance must be in text form and may be given in German or English.

2.                  Inaddition, the shareholders must evidence that they are entitled to attend theGeneral Meeting and to exercise their voting rights. This shall requiresubmission by the shareholders of proof of their shareholding in text formissued by the bank which keeps their securities account. Such proof may besubmitted in German or English.

**Article 21Chairing the General Meeting**

1.                  Themeeting is chaired by the Chairman of the Supervisory Board, or by his Deputyif the Chairman is unable to do so. If neither the Chairman nor his Deputychairs the meeting, it will be chaired by the most senior member of the SupervisoryBoard (in terms of service) present.

2.                  TheChairman can change the sequence of topics to be discussed as against thatannounced in the agenda. In addition, he shall decide on the type and form ofvoting.

3.                  Theperson presiding over the General Meeting may restrict the right ofshareholders to speak and to ask questions to an appropriate amount of time. Inparticular the person presiding over the General Meeting may determine anappropriate time frame for the course of the entire General Meeting, forindividual items on the agenda and for questions and contributions by theshareholders.

**Article 22Resolutions**

1.                  Resolutionsof the General Meeting are passed by a simple majority of the votes cast,unless binding regulations of the *Aktiengesetz*(German Stock Corporation Act) require otherwise. Insofar as the *Aktiengesetz* requires that resolutions bepassed by a majority of the share capital represented at the time ofresolution, a simple majority of the represented capital is sufficient, as faras this is legally permissible.

2.                  Ifa simple majority is not achieved in the first round of voting for elections bythe General Meeting, an additional round of voting will be held between the twopeople who have received the highest number of votes in the first round.

**Article 23Voting Rights**

1.                  Eachno-par value share grants one vote at General Meetings. The preferred shareswithout voting rights only have voting rights in the cases provided for by law,in this case, each no-par value share also grants one vote.

2.                  Votingrights may be exercised by proxies. Written form is required and sufficient forthe issuance of proxies. The Company may determine that proxies may be grantedvia electronic media or by fax and may regulate the manner of issuance indetail.

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**IV. ANNUAL FINANCIAL STATEMENTS, PROVISIONS, APPROPRIATION OFRETAINED EARNINGS**

**Article 24Fiscal Year**

The fiscal year isthe calendar year.

**Article 25Annual Financial Statements, Ordinary General Meeting, Appropriation ofRetained Earnings**

1.                  TheExecutive Board shall prepare the annual financial statements as well as themanagement report for the previous fiscal year and present it to theSupervisory Board within the first 3 (three) months of the fiscal year. If theannual financial statements have to be audited by an auditor, these documentsshall be submitted along with the auditor’s report immediately after thereceipt of the auditor’s report by the Supervisory Board.

2.                  Atthe same time, the Executive Board shall submit to the Supervisory Board its proposalfor the appropriation of the net retained profit that will be presented to theGeneral Meeting.

3.                  TheSupervisory Board is required to inspect the annual financial statements, themanagement report, and the proposal for the appropriation of the net retainedprofit within one month of receiving the auditor’s report. The Executive Boardwill receive the Supervisory Board’s report.

4.                  Afterreceiving the Supervisory Board’s report of the result of its inspection, theExecutive Board shall immediately convene the General Meeting, which isrequired to take place within the first 8 (eight) months of every fiscal year.

5.                  TheOrdinary General Meeting resolves on the approval of the activities of theExecutive Board and Supervisory Board as well as on the appropriation of thenet retained profit. In addition, the General Meeting resolves on the choice ofthe auditor and, in the cases provided for by the law, on the adoption of theannual financial statements.

**V. SUPERVISORY BOARD AUTHORIZATION WITH RESPECT TO AMENDMENTSTO THE ARTICLES OF ASSOCIATION, FORMATION EXPENSES, PLACE OF JURISDICTION**

**Article 26Amendments to the Articles of Association**

The SupervisoryBoard is authorized to resolve amendments and additions to the Articles ofAssociation that only concern the formal wording.

**Article 27Costs**

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

**Article 28Place of Jurisdiction**

The Company’sdomicile is the place of jurisdiction.

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