Form SD AIXTRON SE

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, 2015.

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, 2015 to December 31, 2015.

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 calendar year ended December 31, 2015:

·                  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 ; and

·                  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 solely 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 and has submitted its Conflict Minerals Report as an exhibit to this Form SD for the reporting period from January 1, 2015 to December 31, 2015. The Conflict Minerals Report describes the conflict minerals due diligence that the Company has designed and performed.

Conflict Minerals Disclosure

The Company’s Conflict Minerals Report for the calendar year ended December 31, 2015 filed as Exhibit 1.01 to this Form SD, is publicly available at the AIXTRON website, www.aixtron.com.

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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.

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 Exchange Act 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 the actual number of 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 government 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 submitted by AIXTRON to the U.S. Securities and Exchange Commission (the “SEC”), including its annual report on Form 20-F for the fiscal year ended December 31, 2015, and other forms filed by AIXTRON with or furnished by AIXTRON to the SEC. 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.

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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

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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, 2015 to December 31, 2015

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

II.                                   Reasonable Country of Origin Inquiry

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, 2015. 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 and certain adjoining countries (collectively, the “Covered Countries”).

In accordance with the Rule, the Company has concluded, in good faith, that during the calendar year ended December 31, 2015:

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

·                  Based on its good faith 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.

Therefore, the Company performed due diligence on the source and chain of custody of the Conflict Minerals. The Company is filing This Conflict Minerals Report (“This Report”) with its Specialized Disclosure Report on Form SD (the “Form SD”) to comply with the requirements of the Rule. This Report has not been subject to an independent private sector audit.

Description of Products Covered by This Report

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 opto-electronic applications based on compound, silicon or organic semiconductor materials. Such components are used in a broad range of innovative applications, technologies and

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industries. These include LED applications, display technologies, data storage, data transmission, energy management and conversion, communication, signaling and lighting as well as a range of other leading-edge technologies.

During the calendar year ended December 31, 2015, the Covered Products included the following:

II.                                   Reasonable Country of Origin Inquiry

In accordance with the Rule, AIXTRON conducted a reasonable country of origin inquiry for all materials used in its Covered Products. The goal of the reasonable country of origin inquiry was to determine whether our in-scope Conflict Minerals originated in one of the Covered Countries or did not come solely 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.

In its reasonable country of origin inquiry for the 2015 calendar year, AIXTRON included in the initial scoping population all suppliers with purchase orders from 2015 recorded in the Company’s enterprise resource planning system. AIXTRON similarly used purchase order tracking for its reasonable country of origin inquiries in previous years, starting with purchase orders from July 2013. AIXTRON then narrowed the group of suppliers for its 2015 inquiry by taking into account different risk factors associated with the suppliers, including the likelihood that the supplier provided AIXTRON with materials containing Conflict Minerals and whether the Conflict Minerals were necessary to the functionality or production of the product. Where there was not sufficient reason for the Company to conclude that the supplier supplied

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materials not containing Conflict Minerals, the supplier was included in the scope of the reasonable country of origin inquiry.

Based on the received responses from our direct suppliers, we had reason to believe that some of the products manufactured by the Company or contracted for manufacture by the Company during the calendar year ended December 31, 2015 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 solely 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 OECD Due Diligence Guidance sets forth 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 involves the establishment of a strong company management system.

The integral part of AIXTRON`s management system is the Vendor Code of Conduct (the “Code of Conduct”), available on AIXTRON’s website at http://www.aixtron.com/en/investors/corporate-governance/conflict-minerals-regulations/. The Code of Conduct expresses AIXTRON senior management’s expectations that all Conflict Minerals used in AIXTRON’s products are either from recycled sources or from an EICC/GeSI Conflict-Free Smelter Program (“CFSP”) certified smelter.

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

To support supply chain due diligence efforts, AIXTRON also established a company-level Conflict Minerals Grievance Mechanism, which enables internal or external parties to voice concerns regarding the circumstances of extraction, trade, handling and export of minerals from the conflict-affected Democratic Republic of Congo and certain adjoining countries.

Finally, supplier expectations and requirements in relation to Conflict Minerals, including contractual obligations, were part of the purchasing terms and conditions AIXTRON updated in its supplier contracts during the 2015 calendar year.

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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. During this step of our diligence efforts, we sought to assess a possibility of a material purchased by AIXTRON and used in any of our products containing Conflict Minerals that benefited an armed group in a Covered Country. Our risk-mitigating measures involved a reasonable country of origin assessment and due diligence of the specific smelter or refiner facilities of the Conflict Minerals used in our products identified as containing such Conflict Minerals.

All suppliers delivering materials used in AIXTRON tools or products, as described in Part I of This Report, were assessed to identify which suppliers provided materials containing Conflict Minerals. If a material was determined to contain Conflict Minerals or if its Conflict Minerals content was uncertain, the material and the suppliers providing such material were included within the scope of our Conflict Minerals due diligence. These suppliers were initially contacted with a letter describing AIXTRON’s reporting obligations and a questionnaire requesting that suppliers provide reasonable country of origin information for the Conflict Minerals, using the Conflict Minerals Reporting Template (“CMRT”) as developed by the CFSI. The Company modeled its questionnaire after version 4.01 of the CMRT for part of the 2015 calendar year, and then adopted version 4.01b of the CMRT following its release on November 16, 2015. Multi-lingual training material and information were also provided to all in-scope suppliers.

For non-responding suppliers, an escalation process was applied. Where necessary, we offered additional support for suppliers that experienced difficulties in complying with AIXTRON`s request by providing additional clarifications to such suppliers with respect to the CMRT or the Rule. The Company also worked with individual manufacturers and suppliers that had questions or concerns regarding the questionnaire or regarding the Rule. Manufacturers and suppliers that returned surveys that appeared to be incomplete or implausible were contacted again with a follow-up request to provide the missing information or to correct the apparent inaccuracies.

AIXTRON’s Compliance Department reviewed the in-scope suppliers’ responses to the CMRT questionnaires, validating them against different risk-based schemes. AIXTRON applied a risk-based scheme to determine the degree of reliance that could be put on the CMRT declaration of the supplier by identifying suppliers with apparently implausible answers regarding section three of the CMRT, which covers the due diligence activities of the supplier with respect to its conflict-free sourcing activities. In case of incomplete or implausible answers, the suppliers were contacted and asked for clarification. If necessary, AIXTRON asked the supplier to intensify its due diligence activities and implement corrective measures to achieve more robust due diligence measures on the supplier site and a better quality of the answers in the CMRT.

The information received from manufacturers and suppliers regarding upstream smelters or refiners was reviewed against the CFSI’s Conflict-Free Smelter Database. If correctly completed, each CMRT questionnaire identified the smelters and refiners within the solicited supplier’s or manufacturer’s supply chain. Thus, the Company compared each completed CMRT questionnaire against the CFSI Conflict-Free Smelter Database to determine whether the smelters or refiners associated with the surveyed supplier or manufacturer were deemed CFSP “compliant” smelters or refiners and qualified as “conflict-free”. In particular, each reported smelter or refiner was categorized as low-, medium- or high-risk. Depending on the classification, different risk mitigation strategies were applied.

To compile the CFSI Conflict-Free Smelter Database, 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

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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 (i) the audited smelter or refiner adheres to the CFSI’s assessment protocols and (ii) 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 provides the names, locations and links to conflict minerals policies of all smelters and refiners deemed compliant with the CFSP’s assessment protocols. Smelters and refiners labeled as “active” have committed to undergo an audit which remains in progress. “Active” smelters and refiners may be at various stages of the audit cycle, anywhere from completion of the necessary documents to scheduling the audit date to enacting corrective actions in the post-audit phase, but may not retain their “active” status if they are unresponsive to requests for re-audit or corrective action past a certain time. Based on the identities, nature (artisanal or large-scale mines) or locations of the relevant mines, the minerals purchase of each smelter or refiner were classified in a specified risk level, which determines the degree of documentation needed to validate the source and chain of custody of the minerals purchased by the smelter or refiner.

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.

As discussed in “OECD Guidance Step 1: Establish strong management systems for Conflict Minerals supply chain due diligence and reporting compliance” above, AIXTRON’s Executive Board and Audit Committee receive regular updates on the findings of AIXTRON’s ongoing Conflict Minerals reporting efforts. Both recipients are informed on a quarterly basis on the overall progress of the management system implementation and the outcome of 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/conflict-minerals-regulations/ and was sent to each supplier who received a CMRT questionnaire, states that a supplier’s continued non-compliance or refusal to implement a due diligence process regarding Conflict Minerals will lead to termination of the supplier’s relationship with AIXTRON.

Before terminating its relationship with a non-compliant supplier, AIXTRON offers support to the supplier for the application of a due diligence process. Such support mostly consists of additional training material and awareness calls or meetings with the suppliers. Consistent with the terms of its Code of Conduct, the Company’s risk management plan is ultimately to discontinue doing business with any supplier found to be purchasing Conflict Minerals, the trading of which directly or indirectly finances or benefits 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 responsible sourcing and - to the extent that the Company is a downstream company with limited control over smelters and refiners - asking manufacturers and

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suppliers to encourage smelters and refiners to obtain a “conflict-free” designation from an independent, third-party auditor; and actively taking part in the CFSI and the CFSP.

AIXTRON is an active member of the CFSI and supports the CFSP, as the Company believes that the execution of a third party audit of smelters or refiners represents an effective way to achieve a conflict-free supply chain for minerals from the region.

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 or 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 and/or the London Bullion Market Association to determine whether or not a smelter can be classified as conflict-free. The Company is an active member of the CFSI and supports the identification of eligible smelters and is part of the CFSI Smelter Engagement Team that proactively approaches smelters and refiners to bring non-compliant smelters and refiners into the CFSP.

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

The Company has filed with the U.S. Securities and Exchange Commission its Form SD, which includes this Report as Exhibit 1.01, for the reporting period from January 1, 2015 to December 31, 2015. 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

A comparison of the feedback for the surveys of the previous reporting years and the 2015 survey revealed that the quality of the information reported by direct suppliers of AIXTRON has improved with respect to the 2015 calendar year. This appears to indicate that the responsible sourcing awareness has increased throughout AIXTRON`s supply chain.

After exercising the due diligence described above, the Company does not have sufficient information, with respect to the Covered Products, to determine the origin of the Conflict Minerals contained in the Covered Products. This is attributable to the percentage of answers where suppliers stated “unknown” in section two of the CMRT, which covers the usage, origination and sourcing identification, and the completeness of sourcing information of each Conflict Mineral. Only a minority of the suppliers in scope reported that they identified all smelters and/or refiners in their supply chain with respect to the 2015 calendar year. The smelters and refiners identified in Appendix I to this Report were identified by the Company’s suppliers and the Company cannot be certain that these smelters and refiners were in fact in the Company’s supply chain.

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 smelter and refiners that may have been used to process the Conflict Minerals in our products are listed in Appendix I below. The smelters and refiners that the Company has been able to determine as CFSP-”compliant” and CFSP-”active” are listed in tables 1 and 2 of Appendix I, respectively. Table 3 of Appendix I lists all reported smelters and refiners that do not participate in the CFSP. As the country of origin of the Conflict Minerals may differ from the country location of the smelter or refiner contained in Appendix I, the following list is a summary of the country of origin information of the Conflict Minerals collected as a result of the Company’s due diligence activities.

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The countries of origin may include the following countries: Angola, Argentina, Australia, Austria, Belgium, Bolivia, Brazil, Burundi, Cambodia, Canada, Central African Republic, Chile, China, Colombia, Côte D’Ivoire, Czech Republic, Djibouti, Ecuador, Egypt, Estonia, Ethiopia, France, Germany, Guyana, Hungary, India, Indonesia, Ireland, Israel, Japan, Kazakhstan, Kenya, Laos, Luxembourg, Madagascar, Malaysia, Mongolia, Mozambique, Myanmar, Namibia, Netherlands, Nigeria, Peru, Portugal, Republic of Congo, Russia, Rwanda, Sierra Leone, Singapore, Slovakia, South Korea, South Sudan, Spain, Suriname, South Africa, Switzerland, Taiwan, Tanzania, Thailand, Uganda, United Kingdom, United States of America, Vietnam, Zambia and Zimbabwe.

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

Going forward, the Company plans to continue engaging its manufacturers and suppliers to obtain current, accurate and complete information about its supply chains and to continue improving 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 at all levels of the Company’s supply chain. 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.

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Appendix I

CURRENTLY KNOWN SMELTER AND REFINERY LIST

The following tables list all entities reported by the Company’s suppliers as smelters or refiners based on the results of the CMRT questionnaires disseminated by the Company. The tables exclude reported entities for which AIXTRON has sufficient evidence that the entity is not a smelter or refiner, based on information provided by the CFSP and the Company’s independent research.

Table 1: CFSP-“compliant” Processing Entities

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Table 2: CFSP-“active” Processing Entities

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Table 3: Processing Entities Not Participating in CFSP

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