AIXG Aixtron SE ADS, Each Representing One Ordinary Share

UNITED STATES

SECURITIES AND EXCHANGE COMISSION

Washington, D. C. 20549

Form SD

SPECIALIZED DISCLOSURE REPORT

AIXTRON SE

(Exact Name of Registrant as Specified in Charter)

Federal Republic of Germany

(State of Other Jurisdiction of Incorporation)

000-51196

(Commission File Number)

N/A

(IRS Employer Identification No.)

Dornkaulstr. 2

Herzogenrath

52134

(Address of Principal of Executive Offices)

Randy Singh    +49 (2407) 9030 222

(Name and telephone number, including area code, of the person to contact in connection with
this report.)

Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:

x Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2014.

Section 1 - Conflict Minerals Disclosure

Item 1.01 Conflict Minerals Disclosure and Report

Introduction

This Specialized Disclosure Form (“Form SD”) of AIXTRON SE (the “Company,” “we,” or “us”) is filed pursuant to Rule 13p-1 (the “Rule”) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the reporting period from January 1, 2014 to December 31, 2014.

The Rule requires disclosure of certain information when a company manufactures or contracts to manufacture products for which the minerals specified in the Rule are necessary to the functionality or production of those products. The specified minerals are gold, columbite-tantalite (coltan), cassiterite and wolframite, including their derivatives, which are limited to tantalum, tin and tungsten (collectively, the “Conflict Minerals”), that originated in the Democratic Republic of the Congo (“DRC”) and certain adjoining countries (collectively with the DRC, the “Covered Countries”).

Conclusion Based on Reasonable Country of Origin Inquiry

In accordance with the Rule, the Company has concluded in good faith that during the year ended December 31, 2014:

·                  Certain of the Company’s operations manufactured, or contracted to manufacture, products (the “Covered Products”) for which the Conflict Minerals are necessary to the functionality or production of those products.

·                  Based on the Company’s good faith reasonable country of origin inquiry regarding the Conflict Minerals, the Company had reason to believe that (i) the Conflict Minerals contained in its Covered Products may have originated in the Covered Countries and (ii) such Conflict Minerals may not be from recycled or scrap sources.

On the basis of these conclusions, the Company proceeded to exercise due diligence with respect to the source and chain of custody of the Conflict Minerals contained in its Covered Products.

Conflict Minerals Disclosure

The Company’s Conflict Minerals Report for the calendar year ended December 31, 2014 filed as Exhibit 1.01 to this Form SD, is publicly available at the AIXTRON website, www.aixtron.com. Unless otherwise stated in this Form SD and the Conflict Minerals Report filed as Exhibit 1.01 hereto, any documents, third-party materials or references to websites (including the Company’s) are not incorporated by reference in, or considered to be a part of, this Form SD and the accompanying Conflict Minerals Report.

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Forward-Looking Statements

In addition to historical facts, this Form SD and the attached Conflict Minerals Report may contain forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, Section 21E of the U.S. Securities Exchange Act of 1934, as amended, and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. We have based these forward-looking statements on our current expectations and projections about future events.  You can identify these statements by forward-looking words such as “may”, “will”, “could”, “expect”, “anticipate”, “contemplate”, “believe”, “estimate”, “intends” and “continue” or similar words. You should read statements that contain these words carefully because they: discuss future expectations; contain projections of future results of operations or financial condition; or state other “forward-looking” information.  AIXTRON believes it is important to communicate its expectations. There may be events in the future that AIXTRON is unable to predict accurately or over which the Company has no control. This could result from a variety of factors, such as actual customer orders received by AIXTRON, the level of demand for deposition technology in the market, the timing of final acceptance of products by customers, the condition of financial markets and access to financing for AIXTRON, general conditions in the market for deposition plants and macroeconomic conditions, cancellations, rescheduling or delays in product shipments, production capacity constraints, extended sales and qualification cycles, difficulties in the production process, the general development in the semi-conductor industry, increased competition, fluctuations in exchange rates, availability of public funding, fluctuations and/or changes in interest rates, delays in developing and marketing new products, a deterioration of the general economic situation and any other factors discussed in any reports or other announcements filed by AIXTRON with the U.S. Securities and Exchange Commission, including its annual report on Form 20-F for the fiscal year ended December 31, 2014, and other forms filed by AIXTRON with or furnished by AIXTRON to the Securities and Exchange Commission. Any forward-looking statements contained in this Form SD and the attached Conflict Minerals Report are based on current expectations and projections of the executive board and on information currently available to it and are made as at the date hereof.  All subsequent written and oral forward-looking statements attributable to AIXTRON or to any person acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements. AIXTRON does not undertake and expressly disclaims any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Item 1.02 Exhibit

As specified in Section 2, Item 2.01 of this Form SD, the Company is hereby filing its Conflict Minerals Report as Exhibit 1.01 to this Form SD.

Section 2 — Exhibits

Item 2.01 Exhibits

The following exhibit is filed as part of this report.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the duly authorized undersigned.

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EXHIBIT INDEX

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Exhibit 1.01

AIXTRON SE

Conflict Minerals Report

For the Reporting Period from January 1, 2014 to December 31, 2014

I.                                        Background and Description of Company’s Products Covered by this Report

II.                                   Reasonable Country of Origin Inquiry (RCOI)

III.                              Company’s Due Diligence

IV.                               Company’s Due Diligence Findings and Conclusions

V.                                    Implementation of Strategies to Respond to Identified Risks and Future Steps

I.                                        Background and Description of Company’s Products Covered by this Report

Background

This Conflict Minerals Report of AIXTRON SE (the “Company”, “AIXTRON”, “our” or “we”) has been prepared pursuant to Rule 13p-1 (the “Rule”) under the Securities Exchange Act of 1934, as amended, for the reporting period from January 1 to December 31, 2014. The Rule requires disclosure of certain information when a company manufactures or contracts to manufacture products and the minerals specified in the Rule are necessary to the functionality or production of those products. The specified minerals are gold, columbite-tantalite (coltan), cassiterite and wolframite, including their derivatives, which are limited to tantalum, tin and tungsten (“3TG” and, collectively, the “Conflict Minerals”), that originated in the Democratic Republic of the Congo (“DRC”) and certain adjoining countries (collectively with the DRC, the “Covered Countries”).

This Conflict Minerals Report (the “Report”) has not been audited nor is an independent private sector audit required for this Report under the Rule, the Securities and Exchange Commission (the “SEC”) partial stay of the Rule or existing SEC guidance.

AIXTRON is a leading provider of deposition equipment to the semiconductor industry. The Company`s technology solutions are used by a diverse range of customers worldwide to build advanced components for electronic and optoelectronic applications based on compound, silicon or organic semiconductor materials. Such components are used in displays, signaling, lighting, fiber optic communication systems, wireless and mobile telephony applications, optical and electronic storage devices, computing as well as a range of other leading-edge applications.

In accordance with the Rule, the Company has concluded in good faith that during the year ended December 31, 2014:

·                  The Company has manufactured or contracted to manufacture products (the “Covered Products”) as to which Conflict Minerals are necessary to the functionality or production of its products; and

·                  Based on its reasonable country of origin inquiry, the Company had reason to believe that a portion of its necessary Conflict Minerals originated or may have originated from the Covered Countries and that those minerals may not be solely from recycled or scrap sources.

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During the 2014 calendar year, the Covered Products included the following:

II.                                   Reasonable Country of Origin Inquiry (RCOI)

AIXTRON conducted a reasonable Country of Origin Inquiry (“RCOI”) for all materials used in its Covered Products. The goal of the RCOI was to determine whether our in-scope Conflict Minerals originated in one of the Covered Countries or came from recycled or scrap sources.

In connection with this inquiry, all suppliers of materials containing Conflict Minerals must be identified and surveyed regarding the source of the Conflict Minerals used in their products sold to AIXTRON. Based on the results and experiences of the review AIXTRON undertook with respect to its due diligence efforts for calendar year 2013, we again identified all materials which had to be reviewed by the responsible personnel of our purchasing and engineering departments for the RCOI with respect to calendar year 2014. The reviews were conducted to determine if the materials contain Conflict Minerals and if the Conflict Minerals were necessary for the functionality or production of the product. If a material was determined to contain Conflict Minerals or if its Conflict Minerals content was uncertain, the material and all its suppliers were included within the scope for the RCOI.

The Electronic Citizenship Coalition (“EICC”) and the Global e-Sustainability Initiative (“GeSI”) Conflict Minerals Reporting Template (“CMRT”) is the current industry standard for collecting conflict minerals information within the supply chain and therefore was the chosen tool to obtain sourcing information on the necessary conflict minerals from our direct suppliers.  The Company modeled its survey after version 3.01 of the CMRT for part of the 2014 calendar year, and then adopted version 3.02 of the CMRT following its release on November 7, 2014.

All in scope suppliers were initially contacted with a letter describing the reporting obligations and the CMRT and were asked to support the supply chain due diligence efforts of AIXTRON. For non-responding suppliers, an escalation process was applied. Where necessary, we offered additional support for suppliers that struggled to comply with AIXTRON`s conflict minerals reporting request by providing additional clarifications to such suppliers with respect to the CMRT or the Rule.

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Suppliers with implausible or incomplete answers were contacted to achieve a better quality of the answers in the CMRT. In some cases we identified smelters and refiners that may have been misidentified as smelters or refiners by our suppliers, but were reported. Therefore AIXTRON shared its RCOI results with suppliers and asked for additional information on implausible smelters.

A comparison of the feedback for the 2013 and the 2014 surveys revealed that the quality of the information reported by direct suppliers of AIXTRON has improved with respect to the 2014 calendar year. The majority of the smelters and refiners misidentified in 2013 and early in 2014 have been eliminated from the reporting templates by the end of 2014 reporting period. This indicates that the responsible sourcing awareness has increased throughout AIXTRON`s supply chain.

Based on the received responses from our direct suppliers, we had reason to believe that some of our products manufactured or contracted for manufacture during the reporting period contained necessary Conflict Minerals that originated or may have originated in the Covered Countries, and knew or had reason to believe that those necessary Conflict Minerals may not be from recycled or scrap sources.

III.                              Company’s Due Diligence

AIXTRON has implemented a due diligence process for the identification and traceability of the origin of the Conflict Minerals used in AIXTRON`s products which conforms to the framework laid-out by the Organization for Economic Co-operation and Development in its OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas: Second Edition (2013), including the related supplements on gold, tin, tantalum and tungsten (collectively, the “OECD Due Diligence Guidance”).

The OECD Due Diligence Guidance defines “Due Diligence” as an ongoing proactive and reactive process through which companies can ensure that they respect human rights and do not contribute to conflicts. The nature and extent of the due diligence that is appropriate will depend on individual circumstances of the enterprise. The guidance introduces a five step framework for a risk based due diligence for responsible sourcing which AIXTRON followed.

OECD Guidance Step 1: Establish strong management systems for conflict minerals supply chain due diligence and reporting compliance.

The first step of the five-step framework is the establishment of a strong company management system.

The integral part of AIXTRON`s management system is the Supplier Code of Conduct (the “Code of Conduct”), available on AIXTRON’s website at http://www.aixtron.com/en/investors/corporate-governance/supplier-code-of-conduct/, expressing the senior management’s expectations that all conflict minerals used in AIXTRON’s products are either from recycled sources or from a “EICC/GeSI Conflict Free Smelter (CFS) program” certified smelter.

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The Chief Compliance Officer and the Compliance Department have the responsibility for the implementation and the integration of the Code of Conduct in AIXTRON’s processes. The status of this implementation and integration was reported regularly to the Executive Board and the Audit Committee.

The supplier selection process which is the responsibility of the purchasing department was internally reviewed and as a result of the review, certain changes have been initiated to incorporate conflict free sourcing in the supplier selection process.

OECD Guidance Step 2: Identify and assess risks in the Company’s supply chain.

The second step of the OECD due diligence guidance describes the risk identification and risk assessment in the supply chain. A risk in the context of Conflict Minerals means that a material purchased by AIXTRON and used in one of our products contains a mineral defined as Conflict Mineral that benefited an armed group in a Covered Country.  A risk mitigating measure is a reasonable country of origin assessment and a due diligence of the smelter facility of the Conflict Minerals used in materials identified as containing such Conflict Minerals.

All materials used in AIXTRON tools / products, described in Part I of this Report, were assessed to identify the materials that may contain Conflict Minerals.

If a material was determined to contain Conflict Minerals or if its Conflict Minerals content was uncertain, the material was included within the scope for conflict minerals review. The suppliers of the materials were identified and a CMRT questionnaire with the request to provide reasonable country of origin information for the Conflict Minerals used was sent to the suppliers. Multi-lingual training material and information were also provided to all in scope suppliers.

The responses were reviewed by the compliance department validating the responses.  If necessary, additional information or corrective actions were requested from the suppliers.

Specifically, the information received from manufacturers and suppliers was reviewed against the Conflict-free Sourcing Initiative (“CFSI”) Conflict-Free Smelter list. If correctly completed, each survey identified the smelters and refiners within the solicited supplier or manufacturer’s supply chain. Thus, the Company compared each completed survey against the CFSI Conflict-Free Smelter list to determine whether the smelters or refiners associated with the surveyed supplier or manufacturer qualified as “conflict-free.” The CFSP uses independent third-party auditors to audit the source, including mines of origin and chain of custody, of the Conflict Minerals processed by smelters and refiners which agree to undergo an audit. The smelter or refiner is considered “conflict-free” on the CFSI Conflict-Free Smelter list if the audited smelter or refiner adheres to the CFSP’s assessment protocols and the independent auditor verifies separately that the smelter’s or refiner’s Conflict Minerals originated from conflict-free sources. To be compliant with CFSI standards, smelters and refiners must disclose to the auditors the identities or locations of the mines from which they source their Conflict Minerals. The CFSI Conflict-Free Smelter list includes the names, locations and links to conflict minerals policies of all smelters and refiners deemed compliant

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with the CFSP’s assessment protocols.  The Company worked with individual manufacturers and suppliers that had questions or concerns regarding the survey modeled after the EEIC Conflict Minerals Reporting Template or regarding the Rule. Manufacturers and suppliers that returned surveys that appeared to be incomplete or incorrect were contacted again with a follow-up request to provide the missing information or to correct the inaccuracies.

Other information sources regarding conflict free sourcing were also used, including the TI-CMC (Tungsten Industry — Conflict Minerals Council) and the LBMA (London Bullion Market Association) Good Delivery list.

OECD Guidance Step 3: Design and implement a strategy to respond to identified risks.

The third step of the OECD guidance is the design and implementation of a strategy to respond to the identified risks taking into account the reporting of the identified risk and an adoption of the risk management plan in the organization.

In accordance with part one of the OECD framework (defining a management system), it is established that the recipients of the regular conflict minerals reporting are the Executive Board as well as the Audit Committee as part of the Supervisory Board of AIXTRON. Both recipients are informed on a quarterly basis on the overall progress of the Management System implementation and the feedback status of the suppliers for the country of origin inquiry.

Additionally, the Chief Compliance Officer and the Vice President of Purchasing are recipients of a detailed reporting which covers the progress of the country of origin inquiry and the follow up action that is necessary to receive complete and accurate answers from the suppliers.

The Code of Conduct, which is publicly available on AIXTRON’s website at http://www.aixtron.com/en/investors/corporate-governance/supplier-code-of-conduct/ and was additionally sent to each supplier who received a questionnaire, states that a supplier’s non-compliance or refusal to participate in due diligence regarding conflict minerals will result in a termination of the relationship with the non-compliant supplier by AIXTRON.

Before the termination of the supplier relationship is initiated, AIXTRON offers support to the supplier for the implementation of a due diligence process. The support mostly consists of additional training material and awareness calls or meetings with the suppliers. Some key suppliers were guided to the RCOI process by AIXTRON.  The Company’s risk management plan is ultimately to discontinue doing business with any supplier found to be purchasing the Conflict Minerals, the trading of which directly or indirectly finance or benefit armed groups in the Covered Countries, after attempts at corrective actions are not successful.

In light of the complexity of the Company’s and its suppliers’ supply chains, the Company is currently unable to assess adequately all of the risks in its supply chain. However, the Company has taken and continues to take steps to manage risks, including: engaging with manufacturers and suppliers to obtain current, accurate and complete information about the Company’s supply chains;  encouraging manufacturers and suppliers to implement

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responsible sourcing and—to the extent that the Company is a downstream company with limited control over smelters and refiners—asking manufacturers and suppliers to encourage smelters and refiners to obtain a “conflict-free” designation from an independent, third-party auditor and taking part in industry initiatives promoting “conflict-free” supply chains.

OECD Guidance Step 4: Carry out independent third-party audit of smelter/refiner due diligence practices.

Step four of the OECD framework requires an independent third-party audit of the smelter’s/refiner’s due diligence practices.

Due to the Company’s position in the supply chain, the Company does not have a direct relationship with smelters and refiners, nor does it perform direct audits of the smelters and refiners that provide its supply chain with the Conflict Minerals contained in the Company’s Covered Products.  AIXTRON did not perform any direct audit of a smelter or refiner. We rely on the audit results published by the CFSI or LBMA to determine if a smelter can be classified as a conflict free smelter or not. AIXTRON is considering joining the EICC to support the audit and transparency efforts of the electronic industry.

OECD Guidance Step 5: Report annually on supply chain due diligence.

The Company has filed with the SEC its specialized disclosure report on Form SD, which includes this Conflict Minerals Report as Exhibit 1.01, for the reporting period from January 1, 2014 to December 31, 2014. In accordance with OECD Guidance and the Rule, the Company has also made these disclosures available on its website at www.aixtron.com.

IV.                               Company’s Due Diligence Findings and Conclusions

After exercising the due diligence described above, the Company was unable to conclusively determine the origin of the Conflict Minerals contained in the Covered Products.

The following table summarizes the products and system technologies that contain Conflict Minerals for which AIXTRON does not have sufficient information to fully determine the countries of origin of the conflict minerals:

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However, based on the information that was provided by the Company’s suppliers and otherwise obtained through the due diligence process, the Company believes that, to the extent reasonably determinable by the Company, the facilities that may have been used to process the 3TG minerals in our products include the refiners and smelters listed in Appendix I below.

V.                                    Implementation of Strategies to Respond to Identified Risks and Future Steps

Going forward, the Company plans to continue to engage with its manufacturers and suppliers to obtain current, accurate and complete information about its supply chains and will continue to improve its due diligence efforts to ensure responsible sourcing in compliance with the Code of Conduct. The Company also intends to continue its engagement with industry programs and groups to encourage the further adoption, improvement and reliability of relevant programs, tools and standards. The Company intends to monitor the performance and efficiency of its due diligence efforts and to establish procedures designed to account for any new risks in the risk management plan.

Additionally, we plan to implement an open reporting system through which employees and third parties will be able to report concerns about potential or actual violations of the Supplier Code of Conduct or concerns relating to responsible sourcing efforts.

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