Exhibit 1.1

Articles of Association

GRAPHIC

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 January 19, 2010.

Aachen,
January 22, 2010

Müsgen,
Civil law notary, Aachen

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I.     GENERAL PROVISIONS

§ 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

II.    SHARE CAPITAL AND SHARES

§ 4  Share Capital

Shareholders
must be granted preemptive rights. However, the Executive Board is authorized, with the approval of the Supervisory Board, to exclude shareholders' preemptive rights whole
or in part
for fractions; or

for
capital increases made against non-cash contributions for the granting of shares with the objective to acquire enterprises or parts thereof or a participation in
enterprises or to acquire other assets.

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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§ 5  Dividend rights

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

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§ 6  Classes of shares

III.  LEGAL CONSTITUTION OF THE COMPANY

§ 7  Executive Bodies

The
Company's executive bodies are:
the Executive Board,
the Supervisory Board,
the General Meeting.

A.    Executive Board

§ 8  Executive Board

§ 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.

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B.    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.

§ 15  Resolutions

The
resolution shall only take effect if the absent Supervisory Board members do not object to it within this period or if they vote in favor of it.

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§ 16  Committees

§ 17  Tasks/Remuneration for the Supervisory Board

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.

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§ 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

§ 23  Voting Rights

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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

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

§ 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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