Annual Report 2023

CORPORATE GOVERNANCE

Declaration of Corporate Governance

Declaration of Conformity

The German Corporate Governance Code (“Deutsche Corporate Governance Kodex”, DCGK) was last updated in 2022. The version dated April 28, 2022 became the basis for the Declaration of Conformity upon publication in the Federal Gazette on June 27, 2022 (“GCGC 2022”). The Executive Board and the Supervisory Board of AIXTRON SE declare that AIXTRON SE has complied with the recommendations of the GCGC 2022 and will continue to comply with them in the future with the following exception:

Consideration of the higher time commitment of the Chair and Deputy Chair of the Supervisory Board as well as the Chair and the members of committees in Supervisory Board compensation (G.17 GCGC 2022)

According to G.17, the remuneration of Supervisory Board members shall take into account, in an appropriate manner, the higher time commitment of the Chair and the Deputy Chair of the Supervisory Board as well as of the Chair and the members of committees. The Supervisory Board remuneration resolved by the Annual General Meeting on May 16, 2018, only takes into account the Chair and Deputy Chair of the Supervisory Board and the Chair of the Audit Committee in addition to membership of the Supervisory Board.

A further consideration of the chairmanship or membership in committees has not yet been considered necessary, since the expenses incurred in these activities were considered to be adequately compensated for by the Supervisory Board's remuneration.

Herzogenrath, February 26, 2024 AIXTRON SE

The Executive Board of AIXTRON SE

Information on Corporate Governance Practices

AIXTRON SE has defined a Code of Ethics which applies throughout the entire Group and is primarily aimed at Executive Board members, managers and selected employees in the finance department. The aim of this Code is to promote honest and ethical conduct, including the handling of conflicts of interest, the on time disclosure of complete, accurate, and clear quarterly and annual reports, compliance with applicable laws, rules and regulations, and the prompt internal reporting of breaches of the Code where necessary, and to ensure accountability for compliance with the Code. It is published on the AIXTRON website under Code of Ethics.

Executive Board and Supervisory Board Operating Procedures as well as Composition and Mode of Operation of Committees

AIXTRON SE is a European stock company (Societas Europaea) and is subject not only to the German stock corporation law but also to the superordinate European SE regulations and the German SE Implementation Act. The Company has a two tier board structure consisting of an Executive Board and a Supervisory Board.

Remuneration Report

The remuneration report describes the main features of the remuneration system of AIXTRON SE and explains the amount and structure of the remuneration of the Executive Board as well as the remuneration of the Supervisory Board in accordance with the Articles of Association for the 2023 fiscal year.

CORPORATE GOVERNANCE