Supervisory Board Report

Cooperation between the Supervisory Board and the Executive Board

The Supervisory Board continuously monitored the Executive Board in its management of the Company and advised it on all matters of importance to the Company, so that the Supervisory Board was always able to verify the legality and regularity, expediency, and economic efficiency of the Company’s management.

The Supervisory Board was directly involved at an early stage in all decisions of fundamental importance to the Company. The Executive Board informed the Supervisory Board regularly, promptly, and comprehensively about the course of business, market development, corporate planning, and the strategic development of the AIXTRON Group. In addition, the Supervisory Board regularly consulted with the Executive Board on the Company’s risk situation, risk management, and compliance. Particular attention was paid to the areas of information security and ESG, about which the Executive Board also provided the Supervisory Board with comprehensive information. Based on the Executive Board’s reports, business developments and other events of importance to the Company were discussed in detail. The Supervisory Board approved the respective resolution proposals of the Executive Board after thorough examination and consultation.

The Supervisory Board did not make use of the opportunity to review the Company's books and records (Section 111 (2) of the German Stock Corporation Act (AktG)).

Cooperation with the Executive Board was characterized in every aspect by responsible and targeted action. The Executive Board fully complied with its reporting obligations to the Supervisory Board, both verbally and in writing.

The Executive Board supports the members of the Supervisory Board to an appropriate extent in the training and continuing education measures they are generally responsible for. In addition, the Company provides the members with up-to-date, topic-specific information material in order to keep them informed about current market trends in the semiconductor industry and important capital market issues. In addition, AIXTRON supports participation in further training events relevant to Supervisory Board activities. New Supervisory Board members are introduced to all relevant topics and processes in an onboarding program, in particular with comprehensive background information on the technologies and markets in which AIXTRON operates (recommendation D.11 German Corporate Governance Code 2022).

As Chairman of the Supervisory Board, I was also in regular contact with the Executive Board even beyond the Supervisory Board meetings. In addition to the current business situation and important business transactions, we discussed especially matters of strategic positioning of the Company.

Supervisory Board Meetings 2023

The Supervisory Board met for five regular meetings and one extraordinary meeting in 2023. One meeting was held virtually, all other meetings were held face-to-face. Prof. Dr. Denk and Dr. Traeger were being excused absent for one meeting each. Prof. Dr. Weber excused her absence for one meeting but submitted her votes for it. With these exceptions, all Supervisory Board members attended the meetings in 2023.

Prior to the meetings, all Supervisory Board members received detailed quarterly reports on the Company's situation, as well as other information, such as internal control reports, meeting minutes, Company presentations, analyst reports, consensus estimates, press releases, and the AIXTRON financial reports or financial news. These are made available via an encrypted digital platform specially set up for the Supervisory Board. The Supervisory Board obtained a comprehensive picture of the business situation before and during the meetings based on current financial figures as well as updated forecast reports and development plans (orders, revenues, competition, market shares). Deviations in the course of business from the planned budgets were explained and justified in detail.

In addition, the Supervisory Board focused intensively on the development progress of new equipment generations and their customer acceptance. These are key to the Company's ecologically and economically sustainable growth, resulting from the expected growth in AIXTRON’s target markets. The Supervisory Board was also informed in detail about the operational management of the sharp increase in demand and the status of the outstanding export permits.

At the meeting on January 13, 2023, questions regarding the internal organization were discussed, in particular the introduction of an executive committee, which is intended to support the Executive Board in managing the company.

At the meeting on February 27, 2023, the focus was on the annual and consolidated financial statements as well as the combined management report for the 2022 financial year and the corresponding discussions and resolutions. Furthermore, the Supervisory Board discussed and approved the submitted corporate governance statement and the Supervisory Board report. The non-financial report of AIXTRON SE and the Group (sustainability report) for the 2022 financial year to be prepared by AIXTRON was extensively discussed, examined and approved. The non-financial group report of AIXTRON SE was subjected to an external, independent audit with limited assurance by the auditor. In addition, the Supervisory Board considered and approved the draft agenda presented as well as the resolution on the appropriation of profits for the 2023 Annual General Meeting, which was to take place in person. As part of the annual efficiency review, the Supervisory Board's activities were assessed and deemed effective using a comprehensive questionnaire. In addition, the Executive Board presented the status of strategic projects.

At the meeting on May 16, 2023, the Executive Board explained the current business development for the current year as well as the planned course of the 2023 Annual General Meeting, which took place in person. The board gave a detailed overview of the current business development and the outlook for the full year 2023. Reports were also made about ongoing development projects, particularly in the area of power electronics and the progress of various strategy projects. To expand the laboratory capacity at the headquarters, investment planning for an innovation center was approved.

At the meeting on May 17, 2023, after my re-election to the Supervisory Board, I was unanimously elected again as Chairman and Mr. Frits van Hout as Deputy Chairman of the Supervisory Board. In addition, the members of the committees of the Supervisory Board were re-appointed. Ms. Prof. Dr. Weber was re-elected Chairwoman of the Audit Committee. Mr. Kim Schindelhauer was re-elected chairman of the Capital Markets Committee and the Nomination Committee and Mr. Frits van Hout was re-elected chairman of the Compensation Committee.

At the meeting on September 19, 2023, the Executive Board reported on the business development in the first half of the year and the outlook for the full year 2023. The Supervisory Board received a comprehensive strategy update as well as an up-to-date status of the technology roadmaps, particularly in the area of optoelectronics. In addition, the competitive situation and market developments were reported. The board gave an update on the status of the planning of the new innovation center and the Supervisory Board approved the adjusted budget for the construction project.

The Supervisory Board held its last regular meeting of the year on December 11, 2023. It discussed and approved the budget for 2024 presented by the Executive Board, which included, among other things, the detailed sales, earnings, financial and investment planning as well as the planned personnel development of the AIXTRON Group. The Executive Board informed the Supervisory Board comprehensively about business developments in 2023 as a whole and about potential business opportunities in the coming years. At this meeting, the Supervisory Board dealt intensively with the compensation system for the Executive Board and decided to propose a slightly adjusted compensation system to the 2024 Annual General Meeting. The Supervisory Board also discussed and approved the draft agenda for the 2024 Annual General Meeting. The 2024 Annual General Meeting is scheduled to be held as a face-to-face event on May 15, 2024. As part of the annual efficiency review of the Supervisory Board, the work of the Supervisory Board was evaluated and found to be effective using a comprehensively revised questionnaire. The Supervisory Board discussed and confirmed the appropriateness of the Executive Board's remuneration. He also set the Executive Board's goals for the next few years as part of the compensation system. The rules of procedure for the Executive Board, the Supervisory Board and the Audit Committee have been updated and approved.

Committees

The Supervisory Board has formed four committees: an Audit Committee, a Capital Markets Committee, a Nomination Committee, and a Remuneration Committee. The committees prepare resolutions and issues to be dealt with in the plenary sessions of the Supervisory Board.

The Audit Committee deals with the monitoring of accounting, the accounting process, corporate governance & compliance, the effectiveness of the internal control system, the risk management system, the internal audit system, the audit of the financial statements as well as assessing the quality of the audit. The Chairwoman of the Audit Committee, Prof. Dr. Anna Weber, has expertise in the areas of accounting and auditing (Section 107 (4), Section 100 (5) of the German Stock Corporation Act (AktG)) as well as special knowledge and experience in the application of internal control and risk management systems. Accounting and auditing also include the non-financial (sustainability) reporting and its audit. Mr. Kim Schindelhauer, as a further member of the Audit Committee, also has expertise in the field of accounting.

In the year under review, the Supervisory Board commissioned KPMG AG Wirtschaftsprüfungsgesellschaft again to audit the individual and consolidated financial statements and the combined management report of AIXTRON SE as of December 31, 2023. Based on an invitation to tender for the audit, the Audit Committee recommended to the Supervisory Board to propose to the general shareholders meeting to elect KPMG AG Wirtschaftsprüfungsgesellschaft as auditor for fiscal year 2023. The Annual General Meeting on May 17, 2023 followed this proposal with a large majority. KPMG was also appointed to review the content of the separate non-financial Group report to be prepared for fiscal 2023. In addition, the key audit matters to be mentioned in the auditor's report on the AIXTRON annual and consolidated financial statements 2023 were discussed with the auditor.

The Audit Committee consists of three members and met seven times in 2023 (February, April, May, July, September, October and December), of which three meetings were held virtually. Dr. Traeger was excused from one meeting. With this exception all meetings in 2023 were attended by Prof. Dr. Weber and all acting members of the Audit Committee. All resolutions were passed unanimously. For the quarterly financial statements as of March 31, 2023, and September 30, 2023 as well as half year financial statements as of June 30, 2023, the Audit Committee held discussions with the auditors and accounting representatives in each case and discussed the publication of the figures in detail with the Executive Board.

In addition to the regular accounting and business development topics, the Audit Committee also dealt with the following key issues:

• Declaration and ongoing monitoring of the auditor's independence
• Current and future regulatory requirements for financial and non-financial reporting, in particular preparation for the Corporate Sustainability Reporting Directive (CSRD)
• Non-financial Group report (Sustainability Report), in particular the implementation of the requirements of the EU Taxonomy Directive
• Implementation of the recommendations and suggestions from the German Corporate Governance Code (GCGC 2022)
• Risk management, risk report and overall risk situation in accordance with auditing standard IDW PS 340 n.F.
• Adequacy and effectiveness of the internal control system (ICS) and the risk management system (RMS) and the internal audit system.
• Compliance Management System (CMS) and its revision
• Introduction of a tax compliance management system (tax CMS)
• Introduction of a compliance program for the protection of human rights and the environment in AIXTRON's business area and supply chain, which is based on the German Supply Chain Duty of Care Act (LkSG), in order to be prepared for a possible future mandatory application of the LkSG)
• Implementation of the requirements of the Whistleblower Protection Act (HinSchG)
• Status of internal audits 2023 and possible measures and audit planning for the following year
• Data protection and Information security, esp. cyber security risks
• Preparations for the introduction of an Information Security Management System (ISMS) in accordance with ISO 27001
• Tax audits, esp. at AIXTRON SE
• Assessment of the quality of the audit of the financial statements

The Capital Market Committee is concerned with the evaluation of activities with potential capital market relevance. It consists of three members and is chaired by me, Mr. Kim Schindelhauer. No meetings were held in 2023.

In fiscal year 2023, the Nomination Committee consisted of three members which is also chaired by me, Kim Schindelhauer. The committee makes appropriate proposals to the full Supervisory Board in the event of new appointments to the corporate bodies. In doing so, it also considers the targets for the composition of the corporate bodies. During 2023, a total of nine meetings was held (January, February, June, twice in July, twice in September, twice in October), thereof eight meetings were held virtually. All meetings were attended by all members. In the search for suitable candidates for the Supervisory

Board, a suitable personnel consultant was first selected and commissioned, which was unanimously approved by the Supervisory Board. The list of candidates was then discussed and two personalities were selected to be proposed to the 2024 Annual General Meeting for election to the Supervisory Board. The Nomination Committee also dealt with the rules of procedure for an Executive Committee to be formed, for which the Executive Board has proposed suitable candidates. The committee recommended that the Supervisory Board approve the rules of procedure. In addition, the Nomination Committee, in cooperation with the Remuneration Committee, dealt with the extension of the service contract for the Executive Board member Dr. Danninger. The committee recommended to the Supervisory Board that the contract be extended and requested that it be prepared accordingly.

The Compensation Committee mainly deals with issues relating to the remuneration of the Executive Board members, in particular its variable short-term and long-term remuneration components. In the course of revising the remuneration system for the Executive Board, an intensive dialogue was held and a corresponding proposal is to be drawn up in cooperation with the Nomination Committee, which is to be submitted to the shareholders for approval at the upcoming 2024 Annual General Meeting. The remuneration of the Supervisory Board was also discussed, for which a benchmark comparison is to be drawn up. Based on this, the Remuneration Committee, in collaboration with the Nomination Committee, is to draw up a corresponding proposal to be submitted to shareholders for approval at the upcoming 2024 Annual General Meeting.

Corporate Governance and Declaration of Conformity

The Supervisory Board continuously monitors the development of corporate governance standards and prepares a joint corporate governance report together with the Executive Board. The Supervisory Board will continue to support the Executive Board in its efforts to fully comply with the recommendations of the German Corporate Governance Code (“GCGC”).

In the current Declaration of Conformity pursuant to Section 161 of the German Stock Corporation Act (AktG) dated February 2024, full compliance with the recommendations of the German Corporate Governance Code is declared, except for one deviation explained.

No conflicts of interest involving members of the Supervisory Board or Executive Board were reported in the fiscal year.

Audit, Annual Financial Statements and Non-Financial Report

In accordance with the resolution of the general shareholders meeting on May 17, 2023, the Supervisory Board commissioned KPMG AG Wirtschaftsprüfungsgesellschaft, Essen, Germany with the audit of the annual financial statements and the consolidated financial statements as well as the combined management report of AIXTRON SE for fiscal year 2023. The audit was performed by the audit team of the lead auditor Dr. Kathryn Ackermann.

The audits also covered the measures taken by the Executive Board to identify risks at an early stage that could threaten the success and continued existence of the Company. It was also agreed that the auditor must inform the Supervisory Board or make a note in the audit report if, during the performance of the audit, it ascertains facts that show a misstatement in the Declaration of Conformity issued by the Executive Board and Supervisory Board in accordance with Section 161 of the AktG. As in previous years, such a determination was not necessary for the 2023 fiscal year.

The annual financial statements and the combined management report of AIXTRON SE and the AIXTRON Group as of December 31, 2023, were prepared in accordance with the rules of the German Commercial Code (HGB), the consolidated financial statements and the group management report as of December 31, 2023, were prepared in accordance with Section 315e HGB on the basis of the International Financial Reporting Standards IFRS. The independent auditing Company KPMG AG audited the annual financial statements and the consolidated financial statements and combined management report prepared by AIXTRON SE for fiscal year 2023 and has reviewed the separate non-financial report of the group. The financial statements including the combined management report were issued with an unqualified audit opinion. The non-financial consolidated report received the note on an audit to obtain limited assurance. The auditors found that the combined management report of the Company and the Group accurately presents the current business and future development of the Company and the Group.

The financial statement documents (annual financial statements of AIXTRON SE and consolidated financial statements as of December 31, 2023, as well as the combined management report of AIXTRON SE and the Group), the proposal for the appropriation of profits, the separate Group non-financial report as well as the auditor's reports were submitted to the Audit Committee and the Supervisory Board in a timely manner. These documents were reviewed in detail by the Supervisory Board. In the meeting of the Audit Committee and the full Supervisory Board on February 26, 2024, both the annual financial statements of AIXTRON SE and the consolidated financial statements as well as the combined management report and the Group non-financial report were discussed and debated in detail, considering the audit reports of the auditor. The auditor, who attended both the Audit Committee meeting and the Supervisory Board meeting, reported on the main results of its audit, which also included the internal control and risk management system regarding the accounting process, and was available to the Audit Committee and the Supervisory Board, respectively, for any additional questions and information.

The results of our own review did not give rise to any objections either to the Group non- financial report or to the annual financial statements, the consolidated financial statements and the combined management report. The combined management report is consistent with our own assessment of the situation and business development of the Company and the Group. We concurred with the auditor's findings, with which we fully agreed in terms of content and approved the annual financial statements and the consolidated financial statements as well as the combined management report prepared by the Executive Board, as well as the Group non-financial (sustainability) report of the Company for fiscal year 2023, by resolution dated February 26, 2024. The annual financial statements of AIXTRON SE were thus formally adopted.

Note of thanks from the Supervisory Board

On behalf of all members, the Supervisory Board would like to thank the members of the Executive Board and all employees of the AIXTRON Group for their extraordinary commitment in fiscal year 2023, which was characterized by many challenges. The entire Supervisory Board would also like to thank the employee representatives for their constructive cooperation with the company's executive bodies in this successful and challenging year.

Herzogenrath, im Februar 2024

Kim Schindelhauer
Vorsitzender des Aufsichtsrats