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 14, 2008, 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 14, 2008

von
Trotha, Civil law notary, Aachen

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§ 1

Company
Name, Domicile, Duration



§ 2

Purpose

The
Company may establish branch offices in Germany and abroad, may acquire equity interests in other companies in Germany and abroad, as well as purchase or establish such companies.

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.

§ 3

Notices
and Information

§ 4

Share
Capital



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§ 5

Dividend
rights

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

§ 6

Classes
of shares

§7

Executive
Bodies

The
Company's executive bodies are:

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

§8

Executive
Board

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§9

Legal
Representation

§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.

§ 11

Supervisory
Board
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) working days and the invitation can be issued verbally, by fax, telephone, or email.

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§15

Resolutions



§ 16

Committees

§ 17

Tasks/Remuneration
for the Supervisory Board

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§ 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 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 (2)).

§ 20

Participation
in the General Meeting

§ 21

Chairing
the General Meeting

§ 22

Resolutions

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§ 23

Voting
Rights

§ 24

Fiscal
Year

The
fiscal year is the calendar year.

§ 25

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

§ 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

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

§ 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 German Stock Corporation Act (Aktiengesetz) and with regard to the notarial protocol of the General Meeting on May 14, 2008 (notarial
deed of the Notar Thilo v. Trotha in Aachen, deed number 424/2008)

The
preceding text of the

ARTICLES
OF ASSOCIATION

of

AIXTRON
Aktiengesellschaft

(domiciled
in Aachen and registered with the commercial register of the Local Court Aachen under number HRB 7002)

corresponds
to the exact wording of the original document in full.

The
amended provisions (Article 4 fig. 1, 2.1, 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, Article 6 fig. 1, 2, 3, 4, 5, Article 19 and Article 20) are consistent with the
resolutions of the General Meeting on May 14, 2008 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,
March 4, 2009

L.S./        signed
Förl

Dr. Thomas
Förl
Civil law notary, Aachen

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