Exhibit 1.1

Articles of Association

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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 20, 2016.

Aachen,
February, 2016
Müsgen, Civil law notary, Aachen

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Translation for Convenience Purposes

AIXTRON SE
Articles of Association

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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).

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§ 6  Classes of Shares

III.  CONSTITUTION OF THE COMPANY

§ 7  Corporate Bodies

The Company's corporate bodies are:



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.

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§ 15  Resolutions

§ 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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