Exhibit 1.1

Articles of Association

GRAPHIC

ARTICLES OF ASSOCIATION
of
AIXTRON SE

It
is hereby certified that the following Articles of Association of
AIXTRON SE, Herzogenrath
are consistent with the articles of association submitted to the commercial register
in the version dated January 24, 2011.

Aachen,
January 26, 2011

Müsgen,
Civil law notary, Aachen

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Articles of Association

GRAPHIC

SE

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I.     GENERAL PROVISIONS

§ 1
Company Name, Domicile, Duration



§ 2
Purpose



§ 3
Notices and Information

II.    SHARE CAPITAL AND SHARES

§ 4
Share Capital

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§ 5
Dividend Rights

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

§ 6
Classes of Shares

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III.  CONSTITUTION OF THE COMPANY

§ 7
Corporate Bodies

The
Company's corporate bodies are:

the
Executive Board,

the
Supervisory Board,

the
General Meeting.

A.    Executive Board

§ 8
Executive Board

§ 9
Legal Representation

§10
Management



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B.    Supervisory Board

§ 11
Composition, Election, Term of Office

§ 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.

§ 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.

§ 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) business days and the invitation can be issued verbally, by fax, telephone, or email.

§ 15
Resolutions

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§ 16
Committees

§ 17
Tasks/Remuneration for the Supervisory Board

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C.    General Meeting

§ 18
General Meeting

The
Company's General Meetings take place either at the Company's domicile or a German city with over 100,000 residents.

§ 19
Convening the General Meeting

The
General Meeting is called by the Executive Board or by the Supervisory Board. The General Meeting must be called at least 30 days prior to the date of the meeting. The minimum notice period
under sentence 2 is extended by the days of the registration period (§ 20 clause 2 sentence 1).

§ 20
Participation in the General Meeting

§ 21
Chairing the General Meeting

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§ 22
Resolutions

§ 23
Voting Rights

IV.   ANNUAL FINANCIAL STATEMENTS, PROVISIONS, APPROPRIATION OF RETAINED EARNINGS

§ 24
Fiscal Year

The
fiscal year is the calendar year.

§ 25
Annual Financial Statements, Ordinary General Meeting, Appropriation of Retained Earnings

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V.     AUTHORITY OF THE SUPERVISORY BOARD TO AMEND THE ARTICLES OF ASSOCIATION, FORMATION EXPENSES, PLACE OF JURISDICTION, SPECIAL BENEFITS

§ 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.

§ 27
Costs

§ 28
Place of Jurisdiction

The
Company's domicile is the place of jurisdiction.

§ 29
Special Benefits

The
following is pointed out in the context of the conversion of corporate form of AIXTRON AG into AIXTRON SE due to reasons of precaution:

Notwithstanding
the responsibility of the Supervisory Board of AIXTRON SE to make decisions under stock corporation law, it must be assumed that the present members of the Executive Board of AIXTRON
AG will be appointed as members of the Executive Board of AIXTRON SE. The members of the Executive Board of AIXTRON AG are Paul K. Hyland, Dr. Bernd Schulte and Wolfgang Breme.

Furthermore,
the then current members of the Supervisory Board of AIXTRON AG at the time the conversion of AIXTRON AG into AIXTRON SE takes effect are supposed to be appointed as members of the
Supervisory Board of AIXTRON SE (see, § 11 clause 3).

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