Legal Disclosures

Group Declaration of Corporate Governance pursuant to Section 289f in conjunction with Section 315d German Commercial Code (HGB)
 

The Declaration of Corporate Governance pursuant to Section 289f HGB has been combined with the Group Declaration of Corporate Governance pursuant to Section 315d HGB. This combined declaration including a Corporate Governance Report is available on the homepage of AIXTRON SE at Declaration of Corporate Governance and is part of this annual report. ¹

Information Concerning Section 289a in conjunction with Section 315a of the German Commercial Code (HGB) on Takeovers
 

¹ The information in the Corporate Governance Declaration was made in accordance with the requirements of the German Corporate Governance Code 2022. They are to be classified as "not related to the Management Report" because they go beyond the legal requirements and are therefore not part of the substantive audit by the auditor.

Additional funding needs could be covered by the following additional capital as authorized by the annual shareholders’ meeting:

In accordance with Section 71 (1) no. 8 German Corporations Act, AktG, the Company is authorized until May 24, 2027, with the approval of the Supervisory Board, to purchase its own shares representing an amount of up to 10% of the share capital existing at the time of the resolution or – if this value is lower – at the time of the exercise of the authorization. This authorization may not be used by the Company for the purpose of trading in own shares. The authorization may be exercised in full, or in part, once, or on several occasions by the Company, by companies dependent on the Company or in which the Company directly or indirectly holds a majority interest, or by third parties appointed by the Company. The shares may be purchased (1) on the stock market or (2) by way of a public offer to all shareholders made by the Company or (3) by way of a public invitation to submit offers for sale.

Any amendment to the Articles of Association related to capital measures requires a 75% majority of the share capital represented at the Annual General Meeting (Article 59 SE Regulation, SE-VO; Section 179 German Corporations Act, AktG). Other amendments to the Articles of Association require a majority of two thirds of the votes cast or, if at least one half of the share capital is represented, a simple majority of the votes cast.

As of December 31, 2022, approximately 18% of AIXTRON's shares were held by private individuals, most of whom are based in Germany. Approximately 82% of the outstanding AIXTRON shares are held by institutional investors. At the end of fiscal year 2022, the four largest shareholders, each holding more than 3% of AIXTRON shares in their portfolios, were Baillie Gifford & Co. with 4.9%, Bank of America Corp. with 4.8%, Invesco International Mutual Funds with 4.3%, and Norges Bank with 3.7%. 99% of the shares were in free float as defined by Deutsche Börse.

Members of the Executive Board are appointed and dismissed by the Company's Supervisory Board. The individual members of the Executive Board are appointed for a maximum period of six years and can then be re-appointed.

In the event of a “change of control”, the individual members of the Executive Board are entitled to terminate their employment with three months’ notice to the end of the month and to resign from office with effect from the date of termination. Upon termination of employment due to a so-called “change of control” event, all members of the Executive Board receive a severance payment in the amount of the fixed and variable remuneration expected to be owed by the Company for the remaining term of the employment contract, up to a maximum of two years’ remuneration. A “change of control” as defined above exists if a third party or a group of third parties, who contractually combine their shares to act as a third party, directly or indirectly holds more than 50% of the Company’s share capital. Apart from the aforementioned, there are no other “change of control” clauses.

Non-financial Reporting in acc. with Sections 315b et seq. HGB
 

The AIXTRON Group's Sustainability Report is available on our website under Publications. The Group's non-financial report in accordance with sections 315b ff. HGB is integrated into this Sustainability Report and all text sections, tables and graphs, and all text sections, tables and graphics that are assigned to the non-financial report are marked accordingly.