Information on Corporate Governance Practices

AIXTRON SE has defined a Code of Ethics which applies to Executive Board members as well as Group-wide managers and key employees from the area of finance. The aim of this Code is to promote upright and ethical conduct, including the ethical handling of conflicts of interest, the timely disclosure of complete, accurate and clear quarterly and annual reports, compliance with prevailing laws, rules and regulations and the immediate internal reporting of breaches of the Code where necessary and to ensure accountability for compliance with the Code. The complete text of the Code is available at https://www.aixtron.com/en/investors/corporate-governance/code-of-ethics.

In addition, a Compliance Code of Conduct applies to the Executive and Supervisory Boards, to the senior management team as well as all to employees Group-wide, holding them accountable for conscientious conduct in conformity with the law. Among the topics addressed, this Code covers the following issues: responsibility and respect towards people and the environment, compliance with the legal conditions, legal and ethical conduct by each individual employee, loyalty to the Company, fair and respectful treatment of fellow employees, rejection of any form of discrimination, dealing responsibly with corporate risks, acting in an environmentally responsible manner, security in all operating areas, working in a professional manner, reliability and fairness in all business relationships, compliance with guidelines on giving/accepting unfair advantages, dealing with insider information and the treatment of Company property. The full texts of the Compliance Code of Conduct can be downloaded from the AIXTRON website in the Investors/Corporate Governance section under “Code of Conduct”.

Furthermore, AIXTRON issued a group-wide Compliance Manual which applies to all members of the Executive and Supervisory Boards as well as senior management and which further sets out the principles of the of the Compliance Code of Conduct. The Compliance Manual provides detailed explanations on the compliance organization at AIXTRON, the legal and regulatory requirements and on the resulting conduct requirements applicable to the Executive Board, Supervisory Board, senior management and employees. This Compliance Manual is regularly updated to reflect new/amended legal and regulatory requirements as well as company internal specifications, most recently in January 2022. The teaching of the contents is an elementary component of the Company-wide compliance training offer. Compliance training is mandatory group-wide for members of the senior management team as well as for all other employees of the Group. This is controlled and monitored by our Compliance Department.

In addition, every quarter, the Group-wide members of the senior management as well as select key staff members declare in writing that the compliance requirements were observed in their area of responsibility. If the Compliance Manual has been updated, they also declare that they will take note of the updated version and follow and communicate its contents within their area of responsibility. In addition, management principles were defined for the Company’s senior managers which include what is required of senior managers when dealing with employees.

AIXTRON has a whistleblower hotline. Notifications of violations of legal, regulatory and internal company requirements can be sent confidentially to the Chairman of the Supervisory Board of AIXTRON SE via a specified e-mail address or in the form of a letter. The Chairman of the Supervisory Board decides together with the Compliance Department, depending on the subject matter and scope of the report, whether to involve other persons and/or bodies. In the event of proven violations or grievances, the involved persons/body will work out proposed solutions with the aim of a prompt remedy, including any necessary sanctions and improvements to the management and monitoring processes. Any reports or indication received will be treated discreetly, confidentially and anonymously by the persons/bodies involved. AIXTRON will not impose any reprisals against employees who report violations.

Furthermore, AIXTRON has established a Vendor Code of Conduct, which defines ethical, moral and legal standards related to the purchase and use of what are known as conflict minerals (gold, tantalum, tungsten, tin) within the AIXTRON supply chain. The key content of this code includes information on U.S. rules regarding the use of conflict minerals, the expectations placed on suppliers and the consequences in the event of non-compliance.

The Vendor Code of Conduct is summarized in the Supplier Manual, which can be found on the AIXTRON website under the menu item Company/Suppliers in the Supplier Management section.