**Exhibit 1(i)** **Articles of Association****of****Qimonda AG** 
 

 
**I. General Provisions****§ 1 Name, registered office, financial year, notices** 1. The name of the company is                        Qimonda AG.  2. The registered office of the company isin Munich.  3. The financial year shall be fromOctober 1 of one year through September 30 of the following year.  4. Notices of the company shall bepublished in the electronic section (*elektronischer Bundesanzeiger*)of the German Federal Gazette (*Bundesanzeiger*), provided mandatorystatutory provisions do not require their publication in itsprinted version or in other media.**§ 2 Purpose of the company** 1. The purpose of the company is thedirect or indirect activity in the areas of the research,development, manufacture and sale of electronic components,electronic systems and software as well as rendering the associatedservices.  2. The company is entitled to take allactions and measures directly or indirectly appearing necessary tofulfill the company purpose.  3. The company may establish branchoffices in Germany and abroad as well as hold interests in otherenterprises. The company may acquire or dispose of enterprises,combine them under a single management and conclude companyagreements with them or restrict itself to the administration ofthe holding. The company is entitled to carve out its operationsinto holding companies in full or part.**§ 3 Shareholder interest, place of jurisdiction**
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 1. By virtue of membership, eachshareholder is obligated to its co-shareholders to appropriatelyconsider their interests, also in the context of a legal disputewith the company.  2. The German courts shall be exclusivelyresponsible for all disputes with the company or itsrepresentatives arising out of the incorporation, provided themandatory legal regulations respectively prevailing in Germany,jurisdiction regulations in particular, are not therebycontravened. By acquiring or subscribing to the shares, eachshareholder agrees to abide by this requirement.**II. Share capital and shares****§ 4 Amount and division of the share capital** 1. The share capital of the company is EUR684,000,000.00 (in words: six hundred eighty four million euro) andis divided up into 342,000,000 shares (*Stammaktien*).  2. All shares are no-par value shares(*Stückaktien*).  3. The share capital is conditionallyincreased by up to a nominal amount of EUR 12,000,000.00. Theconditional capital increase will be implemented by issuing up to6,000,000 new, registered no-par value shares. These shares shallbe entitled to dividend rights as of the financial year of theirissue only if the subscription rights granted on the basis of theauthorization issued on July 14, 2006 in connection with theQimonda AG 2006 stock option plan are exercised by the holders andthe company does not grant any of its own shares or cashcompensation (conditional capital I/2006).  4. The Management Board is authorized toincrease the share capital during the period through July 13, 2011with the approval of the Supervisory Board. Increases in sharecapital may be effected once or in partial amounts by up to a totalof EUR 30,000,000.00 by issuing new, registered no-par value sharesagainst cash contributions for the purpose of issuing shares toemployees of the company or its group companies (authorized capitalI/2006). The subscription rights of the
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   shareholders are thereby excluded. The further contents of thesubscription rights and the conditions of share issue shall beresolved by the Management Board subject to the approval of theSupervisory Board. 5. The share capital is conditionallyincreased by up to EUR 240,100,000.00 by issuing up to 120,050,000new, registered no-par value shares entitled to dividends as of thefinanical year of their issue. The conditional capital increaseserves the purpose of granting shares to holders or creditors ofoptions or convertible bonds (“Bonds”) that will be issued throughJuly 13, 2011 by the company or any of its subordinated groupcompanies in accordance with the authorization by the generalshareholders’ meeting of July 14, 2006. It will only beimplemented to the extent that the options or conversion rightsarising out of the bonds are exercised or the conversionobligations arising out of the bonds have been met, and to theextent that cash compensation has not been granted or own sharesare employed to service the bonds. The Management Board isauthorized to specify the further details of implementing theconditional capital increase (conditional capital II/2006).  6. The Management Board is authorized toincrease the share capital during the period through July 26, 2011with the approval of the Supervisory Board. Increases in sharecapital by up to a total of EUR 239,400,000.00 may be effected atonce or in several steps by issuing new, registered no-par valueshares, entitled to dividends beginning with the financial year inwhich they were issued, against contributions in cash or in kind(authorized capital II/2006).    In the case of contributions in cash, the shareholders shall begranted a subscription right. The Management Board is authorized,with the approval of the Supervisory Board, to exclude thesubscription rights of the shareholders, a) to exclude fractional amountsfrom the subscription right,  b) if this is required to grantholders of options or creditors of convertible bonds issued bythe company or any of its
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   subordinated group companies a subscription right to newshares to the extent to which they would be entitled afterexercising the options or conversion rights, or after theconversion obligation is triggered, c) if the issue price of the newshares is not materially lower than the stock exchange price,and, at the effective time and at the time this authorizationis exercised, the shares issued subject to the exclusion fromsubscription rights pursuant to Section 186(3) sentence 4 ofthe Companies Act (*Aktiengesetz*) do not exceed a total of 10 %of the share capital. Shares issued or to be issued toservice options or convertible bonds to the extent that thesewere issued under the exclusion of subscription rights, undercorresponding application of Section 186(3) sentence 4 of theCompanies Act, should be included in this number. The stockexchange price within the meaning of this part c) shall be theprice of the American Depositary Shares (“Qimonda ADSs”)traded on the New York Stock Exchange (NYSE) in lieu ofordinary shares of the company. If one Qimonda ADS does notrepresent exactly one ordinary share of the company, thequotient of the price of the Qimonda ADS and the exact numberof ordinary shares represented by one Qimonda ADS shallreplace the price of the Qimonda ADSs for purposes ofdetermining the stock exchange price.   The Management Board is also authorized to exclude subscription rightsin case of a contribution in kind with the approval of the SupervisoryBoard. The Management Board is furthermore authorized to determine thefurther terms and conditions of the share rights and of the shareissuances with the approval of the Supervisory Board.**§ 5 Registered shares, exclusion of certification** 1. The shares of the company shall beregistered. Shareholders of the company who are natural personsmust furnish their name, address and date of birth, and for thosewho are legal persons, the name of the company, its businessaddress and registered office, and in both cases the number ofshares held
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   by them, and — if available — their e-mail address, forregistration in the share register. The shareholders shallpromptly inform the company of any changes in the informationreferred to in sentence 1 of this subsection for purposes ofaccurate registration in the share register. 2. A right of the shareholders toindividual certificates of their shares and dividends is excluded,provided that the law permits and individual certificates are notrequired by the rules of the exchange on which the shares areadmitted. The company is entitled to issue share certificatesrepresenting individual shares (single shares) or several shares(global shares).  3. The Management Board shall determinethe form and contents of share certificates, any dividends andrenewal coupons.**III. The Management Board****§ 6 Composition and rules of procedure (*****Geschäftsordnung*****)** 1. The Supervisory Board shall determinethe size of the Board of Management, but at no time shall it becomprised of fewer than two persons. The Supervisory Board shallappoint the members of the Management Board. It may appoint achairman of the Management Board and a deputy chairman of theManagement Board.  2. The company shall be legallyrepresented by two members of the Management Board or by one memberof the Management Board together with an authorized signatory(*Prokurist*). Deputy members of the Management Board shall be equalto regular members in this respect. If no board member or deputyboard member is available, the company shall be represented by anauthorized signatory or other authorized signatory specified by theManagement Board.  3. The Management Board shall establishrules of procedure for itself by unanimous resolution of allmembers of the
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   Management Board and the subsequent approval of the SupervisoryBoard.
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**IV. Supervisory Board****§ 7 Composition, term of office, resigning from office** 1. The Supervisory Board shall becomprised of six members, of which four members shall be elected bythe shareholders and two members by the employees. Their term ofoffice shall be no longer than the duration of the period beginningat the close of the general shareholders’ meeting during whichtheir election is resolved until the end of the fourth fullfinancial year following the commencement of their term of office.The financial year in which their term of office begins shall notbe included. The general shareholders’ meeting may specify ashorter term of office when electing members representing theshareholders.  2. Substitute members may be elected forseveral or all Supervisory Board members prematurely resigning orleaving office due to a challenged vote. Substitute members are toassume membership on the Supervisory Board in a sequence determinedat the time of the original Supervisory Board election. If asubstitute member replaces the departing member, his term of officeshall end with the end of the general shareholders’ meeting inwhich a replacement election takes place, unless the expiration ofthe term of office of the departing Supervisory Board member occursprior to the date of the replacement election, in which case thesubstitute member’s term ends at the expiration of the departingSupervisory Board member’s term. The election of substitutemembers for the members of the Supervisory Board representing theemployees shall be based on the German One-third Participation Act.(*Drittelbeteiligungsgesetz*)  3. Each member of the Supervisory Boardmay resign from office following a four-week notice period, evenwithout cause (*wichtiger Grund*), by informing the chairman of theSupervisory Board in writing. The chairman of the SupervisoryBoard, or his deputy in the event that the
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   chairman is resigning from office, may agree to shortening thisperiod.
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**§ 8 Chairman, deputy** 1. After the general shareholders’meeting at which the Supervisory Board members are newly electedby the shareholders, a Supervisory Board meeting shall take placeat which the Supervisory Board shall elect a chairman and a deputyfrom among its members for the duration of its term of office. Itmay also elect a further deputy. A deputy shall represent thechairman whenever the chairman is indisposed unless providedotherwise in these Articles of Association. When representingthe chairman, the deputy shall be entitled to the same rights asthe chairman; however, in the event of a formation of theSupervisory Board in accordance with the Co-determination Act(*Mitbestimmungsgesetz*), not to the second vote to which thechairman is entitled under the Mitbestimmungsgesetz.  2. If the chairman or his deputy electedunder paragraph 1 sentence 1 of this section leaves officeprematurely, a new election shall take place promptly, to elect asubstitute for the remaining term of office of the departingmember.**§ 9 Supervisory Board committees**   To the extent permitted by law or the Articles of Association, theSupervisory Board may delegate the tasks for which it is responsible andits rights to its chairman, individual members or committees comprisingits members. If the chairman of the Supervisory Board belongs to acommittee and parity occurs in committee voting, the chairman — but notthe deputy — shall have two votes should parity occur followingrevoting.**§ 10 Calling meetings and adoption of resolutions** 1. The meetings of the Supervisory Boardshall be called by the chairman, or by way of substitution, thedeputy, in writing, by fax or e-mail with a notice period of atleast two weeks. This does not include the day the meeting iscalled and the day of the meeting. In urgent cases, the chairmanmay reduce the period to three days and may also call the meeting
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   orally or by telephone. The regulations of § 110(1) and (2) ofthe Companies Act (*Aktiengesetz*) shall remain unaffected.  2. On being called, notice is to begiven of the items on the agenda of the meeting and proposedresolutions. An item on the agenda not announced on an orderlybasis may only be resolved if none of the members of theSupervisory Board objects to adopting the resolution. The chairmanof the Supervisory Board shall chair the meetings. The chairmanshall determine the order in which the items on the agenda aretreated, and the type and order of voting. Meetings may be held byvideo transmission or telephone, if the Supervisory Boardchairman, or by way of substitution, the deputy, decides to do soin an individual case. Members of the Supervisory Board may alsotake part in meetings by video or telephone.  3. The resolutions of the SupervisoryBoard shall generally be adopted at meetings. Absent members maytake part in adopting resolutions by having other members submittheir votes in writing or cast their votes by video transmission,telephone fax ore-mail. Outside meetings, resolutions may beadopted at the request of the chairman of the Supervisory Board,or by way of substitution, the deputy, in writing, by telephone,fax, videoconference, conference call or with the aid of othermeans of telecommunication. The Supervisory Board chairman shallspecify the details of the procedure. The members of theSupervisory Board shall not be entitled to a right of objection.  4. A quorum of the Supervisory Board shallexist if at least half of the members comprising it take part inthe adoption of resolutions personally or by casting their votes inwriting.  5. Resolutions shall be adopted by asimple majority of the votes cast, provided that the law does notrequire otherwise on a mandatory basis. This shall also apply toelections. In the event of parity, the chairman of the SupervisoryBoard shall have two votes if parity also results followingrevoting on the same matter.
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 6. Minutes of the meetings and resolutionsof the Supervisory Board are to be prepared and signed by thechairman and copies are to be forwarded to all Supervisory Boardmembers.  7. The chairman shall act on behalf of theSupervisory Board whenever it is necessary to submit or accept anydeclarations in order to implement resolutions of the SupervisoryBoard. Any other documents and notices of the Supervisory Boardshall be signed by the chairman.**§ 11 Tasks and powers of the Supervisory Board** 1. The Supervisory Board shall appointthe Management Board and oversee its management.  2. The Management Board shall report tothe Supervisory Board on an ongoing basis within the scopeprovided by law. The Supervisory Board may also demand reports onall company affairs, its legal and business relationships toassociated enterprises and the business conducted with suchenterprises that may be of material significance to the situationof the company.  3. The Supervisory Board shall establishrules of procedure (*Geschäftsordnung*) for itself.  4. The Supervisory Board is onlyentitled to make amendments to the Articles of Associationconcerning their formulation.  5. The Supervisory Board members shallmaintain secrecy concerning confidential information and secretsof the company, specifically, operating or business secrets withwhich Supervisory Board members may become familiar through theiractivities on the Supervisory Board. Any Supervisory Board memberintending to pass on confidential information and secrets, inparticular information on the contents and course of SupervisoryBoard meetings and contents of Supervisory Board materials andresolutions, to third parties, must inform the chairman of theSupervisory Board thereof in order to reconcile any differences inopinion arising with respect to the duty of confidentiality.
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**§ 12 Compensation** 1. Each Supervisory Board member shallreceive fixed basic compensation of USD 50,000 per full financialyear. The deputy chairman of the Supervisory Board and eachchairman of a committee established by the Supervisory Board afterthe end of such financial year shallreceive additional compensation of USD 50,000 and the chairmanof the Supervisory Board shall receive additional compensation ofUSD 100,000, respectively for each full financial year. Eachmember of the Supervisory Board shall receive in addition to hisbasic compensation at the most one additional compensation.Supervisory Board members joining or leaving the Supervisory Boardor a committee during the financial year shall receivecorresponding *pro rata*compensation.    Each Supervisory Board member shall also receive for each fullfinancial year 5,000 value increase rights issued under the sameconditions and exercisable just as provided by the stock optionplan currently valid for the company and approved by the generalshareholders’ meeting in the financial year of issue of the valueincrease rights. Supervisory Board members joining or leavingthe Supervisory Board during the financial year shall receive acorresponding *pro rata*allocation. Value increase rights do notentitle the subscription to shares but cash compensation.  2. The company shall reimburse SupervisoryBoard members for their cash outlays and any VAT due on theircompensation if they can or should invoice these separately. TheSupervisory Board members may also conclude appropriate liabilityinsurance (so-called D&O insurance) at the expense of the company.
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**V. General shareholders’ meeting****§ 13 General shareholders’ meeting**   The general shareholders’ meeting shall take place within the firsteight months of a financial year. The subject of its agenda shallordinarily be a. the submission of the annualfinancial statements and management report (*Lagebericht*) of theManagement Board and report of the Supervisory Board,  b. the adoption of resolutionsconcerning the appropriation of the annual net income,  c. discharge (*Entlastung*) of theManagement Board and Supervisory Board and  d. the selection of the auditor.**§ 14 Location and calling of the general shareholders’ meeting** 1. The general shareholders’ meetingshall be called by the Management Board or Supervisory Board. Itshall take place at the registered office of the company or at thelocation of a German stock exchange. To the extent permitted bylaw, the general shareholders’ meeting may also take place at thelocations of other exchanges to which the shares of the companyare admitted for trading.  2. To the extent a shorter period is notlegally permitted, general shareholders’ meeting must be called atleast thirty days prior to the date by the end of which theshareholders must register. This does not include the day themeeting is called and the day by the end of which the shareholdersmust register for the meeting.**§ 15 Conditions for participating and exercising voting rights**   Shareholders registered in the share register who register promptly areentitled to participate at the general shareholders’ meeting andexercise their voting rights. Registration must be made in writing withthe Management Board at the registered office of the company
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   in writing, by fax or an electronic medium to be specified by thecompany. Six days must remain free between the day of registration andthe day of the general shareholders’ meeting. The Management Board mayspecify a shorter period in the invitation to the general shareholders’meeting. The details of registration shall be announced in thepublication designated for company notices in conjunction with callingthe general shareholders’ meeting.**§ 16 Chairing and course of the general shareholders’ meeting** 1. The chairman of the Supervisory Boardshall chair the general shareholders’ meeting or in the event ofbeing indisposed, a member of the Supervisory Board specified byhim, or by way of substitution in the event of applying theCo-determination Act, (*Mitbestimmungsgesetz*) the member of theSupervisory Board elected by the shareholders under § 27(3)Co-determination Act, (*Mitbestimmungsgesetz*). If none of themappears or is prepared to chair the meeting, the chair of themeeting shall be elected by the Supervisory Board members of theshareholders.  2. The chair of the generalshareholders’ meeting shall determine the course of the generalshareholders’ meeting. In this process, the chair may availhimself or herself of the support of assistants, in particularwhen exercising house rules. The chair shall determine the orderof the speakers and may also place an appropriate restriction onthe time allotted for the right of shareholders to pose questionsand speak. At the commencement of the general shareholders’meeting or during its course the chair may in particular determinethe time frame of the course of the meeting, of the statementsmade regarding the items on the agenda and appropriately specifythe length of individual questioning and speaking contributions.When determining the time allotted for each individual questioningand speaking contribution, the chair of the meeting maydifferentiate between making the first and repeated statements inaddition to relying on other relevant criteria. As long as this isappropriate to conducting the general shareholders’ meeting on anorderly basis, the chair of the meeting may call for theconclusion of the debate concerning individual items on theagenda.
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 3. The chair of the meeting shalldetermine the order of the items to be discussed and the voting andvoting procedure. The chair may call for combing several rounds ofvoting if voting cards or other data carriers are used.  4. Shareholders who do not care to takepart in voting must inform the chair of the meeting of this in theform that has been specified prior to the commencement of voting.In order to determine the outcome of voting only, “no” votes andabstentions shall be tallied. The shareholders present and thosebeing represented who have neither declared their non-participationin the voting nor voted “no” or abstained, shall be tallied as“yes” votes.  5. The chair of the meeting may alter thevoting procedure specified in paragraphs 3 and 4 and may also callfor another voting procedure, in particular by acclamation or ashow of hands.  6. If an announcement to this effect ismade during the general shareholders’ meeting, the chair may alsoallow the transmission of the general shareholders’ meeting, theparticipation in the general shareholders’ meeting and theparticipation in the voting at the general shareholders’ meetingvia electronic media to the extent this is permitted by law.  7. Minutes of the items discussed at thegeneral shareholders’ meeting shall be recorded by a notary. Theminutes shall have full probatory force for the shareholders both*inter partes*as well as in relation to their representatives.**§ 17 Voting right** 1. Each share shall carry one vote.  2. The voting right may be exercised by anattorney-in-fact. If neither a credit institution nor a shareholderassociation has a power-of-attorney, the power-of-attorney shall beissued in writing or by an electronic medium to be specified by thecompany. The details of issuing these powers-of-attorney
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   shall be announced on calling the general shareholders’ meetingin the newspapers designated for company notices.**§ 18 Adoption of resolutions** 1. Resolutions shall be adopted by asimple majority of votes cast and, to the extent a capital majorityis required, by a simple majority of the share capital representedunless mandatory statutory regulations or these Articles ofAssociation call for a greater majority. The removal of members ofthe Supervisory Board elected by the general shareholders’ meetingwithout having been bound to an election proposal shall require amajority of at least three-fourths of the votes cast.  2. In elections, the proposal shall bedeemed to have been accepted for which the most votes have beencast; in the event of parity the lot to be drawn by the chair shalldecide.**VI. Annual financial statements and appropriation of net income****§ 19 Annual financial statements** 1. In the first three months of thefinancial year, the Management Board shall prepare the annualfinancial statements and the Management Report (*Lagebericht*) forthe preceding financial year and promptly submit these with aproposal for the appropriation of the annual net income to theSupervisory Board. The Supervisory Board shall inspect the annualfinancial statements, management report and the proposal for theappropriation of the annual net income in consultation with theauditor of the company.  2. To the extent the company is requiredby law to prepare consolidated financial statements, the ManagementBoard shall prepare consolidated financial statements and aconsolidated management report for the group during the first fivemonths of the financial year. This or consolidated financialstatements and a consolidated management report
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   providing an exemption and prepared in accordance with theapplicable regulations shall be promptly submitted to theSupervisory Board.**§ 20 Reserves** 1. Once the Management Board andSupervisory Board approve the annual financial statements, they mayallocate amounts of up to half of the annual net income to otherretained earnings; they are also further authorized to allocatefurther amounts of up to the other half of the annual net income toother retained earnings, as long as and the extent to which theother retained earnings do not exceed half of, and would not exceedhalf of, the share capital after being allocated.  2. Once the general shareholders’ meetinghas approved the annual financial statements, half of the annualnet income shall be allocated to other retained earnings.  3. When calculating the part of the annualnet income to be allocated under paragraph 1 or paragraph 2 toother retained earnings, allocations to the statutory reserve andloss carry-forwards are to be deducted from the annual net incomebeforehand.**§ 21 Appropriation of net income** 1. The general shareholders’ meeting shallresolve upon the appropriation of the annual net income.  2. The general shareholders’ meeting mayresolve upon an appropriation of the annual net income by means ofa distribution in kind in addition to or in lieu of a cashdistribution, provided the assets being distributed are traded on amarket within the meaning of § 3(2) Companies Act (*Aktiengesetz*).
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 3. The profit shares of the shareholdersshall be determined on the basis of their share of the sharecapital.  4. If the share capital is increased, theprofit share of the new shares may be determined on a basis whichdeviates from §60(2) Companies Act (*Aktiengesetz*).    Once a financial year has expired,the Management Board may, subject to the approval of theSupervisory Board within the scope of § 59 Companies Act(*Aktiengesetz*), distribute adeducted dividend to the shareholders.**§ 22 Establishment costs**   The company shall bear up to an amount of EUR 1,500.00 of the costs ofbeing established (court costs, publishing costs, notary costs, taxadvisor costs, etc.).
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