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Rules of Procedure
 for the Management Board of
Qimonda AG
  Sec. 1
 General
  Sec. 2
 Management by the Individual Members of the Management Board
 (1)
    
    The areas of responsibility of the members of the Management Board are stipulated in the
business distribution plan. Each Management Board member is solely responsible for the
business area assigned to him in the business distribution plan. However, sole power of
representation is not established thereby. Irrespective of the distribution of business
areas, each Management Board member shall be responsible for the management of the business as
a whole.
 (2)
    
    The chairman of the Management Board shall be informed on an ongoing basis of all material
matters within the business areas of other Management Board members. He may request
information about individual matters from the business areas of other members of the
Management Board at any time.
 (3)
    
    To the extent measures and transactions of one business area simultaneously affect one or
more other business areas, the responsible Management Board member must consult with the other
Management Board members in advance.
In the event of a failure to reach agreement, each Management Board member
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involved is
required to cause the full Management Board to adopt a resolution, insofar as an immediate
measure is not deemed necessary (at the discretion of the Management Board member, taking
into account his duties to the company) (pflichtgemäßes Ermessen) to avoid imminent and
severe adverse consequences for the company. The chairman of the Management Board is to be
informed immediately, and the full Management Board at the next regularly scheduled meeting,
of such independent action.(4)
    
    The members of the Management Board shall work together cooperatively. They shall inform
each other on an ongoing basis of important measures and occurrences in their business areas.
If a board member has concerns about measures that do not belong to his business area and that
can not be relieved by consulting the responsible Management Board member, such Management
Board member is required to cause the full Management Board to adopt a resolution.(5)
    
    Measures and business transactions of extraordinary importance for the company or associated
with an extraordinary economic risk shall require the prior consent of the full Management
Board, unless an immediate measure is required (at the discretion of the Management Board
member, taking into account his duties to the company) (pflichtgemäßes Ermessen) to avoid
imminent and severe adverse consequences for the company. Para. 3 sentence 3 shall apply
mutatis mutandis.
 Sec. 3
 Decisions of the Full Management Board
 (1)
    
    Subject to the provision in Sec. 2 of these Rules of Procedure, the full Management Board
shall decide on
 a)
    
    matters, which, pursuant to law, the Articles of Association or these Rules of
Procedure, must be decided upon by the full Management Board,
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b)
    
    matters requiring the consent of the Supervisory Board or the shareholders, or
that must be submitted to the Supervisory Board or at a general shareholders meeting by
law or according to the Articles of Association,c)
    
    the (consolidated) financial statements, the management report (Lagebericht) and
the group management report of the company (Konzernlagebericht),d)
    
    fundamental issues concerning the organization, business policy and human
resources, investment and financial planning of the company,e)
    
    the calling of the general shareholders meeting and applications and proposals
by the Management Board concerning the adoption of resolutions by the general
shareholders meeting,f)
    
    on all matters not assigned by the business distribution plan to a business area
of one Management Board member.
 (2)
    
    The full Management Board may request individual members of the Management Board to implement
the resolutions and carry out measures for which the full Management Board is responsible or
to form committees of the Management Board for this purpose.
 Sec. 4
 Chairman of the Management Board
 (1)
    
    Within the scope of these Rules of Procedure and the business distribution plan, the chairman
of the Management Board shall establish the business areas and manner in which cooperation
between several members of the Management Board is expected to occur. The chairman shall
arrange for the cooperation between members of the Management Board, particularly in
overlapping business areas. The chairman of the Management Board shall establish which types
of matters must be submitted to him for prior discussion.
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(2)
    
    The chairman of the Management Board may object to measures taken by Management Board
members. If the chairman of the Management Board avails himself of this right of objection,
such measures shall not be conducted until the full Management Board has decided on them.
 (3)
    
    If the Management Board does not adopt a resolution pursuant to Sec. 6 para. 8 with respect
to cases requiring decision by the full Management Board, the chairman of the Management Board
may submit the matter to the Supervisory Board and request its opinion. The opinion of the
Supervisory Board is to be submitted to the chairman of the Management Board, who shall inform
the full Management Board of the opinion. The full Management Board shall then review the
matter and reach a decision.
 (4)
    
    The chairman of the Management Board shall represent the Management Board and the company
vis-à-vis the general public, in particular vis-à-vis public authorities, associations, trade
organizations and the media. He may assign these tasks to another Management Board member in
individual cases or with respect to specified types of tasks.
 Sec. 5
 Business Distribution Plan
 (1)
    
    The business distribution plan is attached to these Rules of Procedure as Annex 5.1.
The chairman of the Management Board may from time to time propose changes taking into account
the service agreements of the individual members of the Management Board.
 (2)
    
    Issuance, amendments or a rescission of the business distribution plan require a unanimous
decision of the full Management Board. In the event of a failure to reach a unanimous
decision, the chairman of the Management Board shall request that the Supervisory Board
reallots the business areas.
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(3)
    
    Promptly after being established, the business distribution plan shall be submitted together
with the Rules of Procedure to the Supervisory Board for approval. This shall also apply to
changes to the business distribution plan.
 Sec. 6
 Meetings and Resolutions
 (1)
    
    With a notice period appropriate to the circumstances, meetings of the Management Board shall
be called, including an announcement of the agenda, and chaired by the chairman of the
Management Board.
 (2)
    
    Meetings of the Management Board shall take place at regular intervals. Meetings shall be
called if considered necessary by the chairman of the Management Board or upon request by the
Supervisory Board or a member of the Management Board indicating the matters to be dealt with.
 (3)
    
    The chairman of the Management Board may specify that persons not belonging to the Management
Board may be consulted in discussions of particular matters.
 (4)
    
    Resolutions of the Management Board shall generally be adopted in meetings, which may be
attended in person or via tele- or videoconference. By direction of the chairman of the
Management Board, resolutions may be adopted outside of meetings by voting via telephone (to
be confirmed in due course in textual form (Textform)) or in textual form (Textform) if no
other Management Board member promptly objects to this procedure.
 (5)
    
    Subject to para. 7 a quorum of the Management Board shall be constituted if all members of
the Management Board participate in the adoption of resolutions in one of the forms specified
in para. 4 or 6.A Management Board member is considered to have taken part in the adoption of a resolution
even when abstaining.
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(6)
    
    Absent members of the Management Board may participate in adopting Management Board
resolutions by having votes submitted in textual form (Textform) by other Management Board
members. They may also cast their vote in textual form (Textform) or by telephone (to be
confirmed in due course in textual form (Textform)); such casting of votes is deemed to be a
participation of the respective Management Board member in the respective meeting.
 (7)
    
    Urgent matters may exceptionally be discussed and resolved upon if not more than one
Management Board member does not take part in the resolution making. The absent member is to
be notified promptly of the result of the decision making in a suitable form. If the
respective Management Board member does not agree with the result of the resolution making,
such board member shall promptly object thereto to the chairman of the Management Board. The
subject matter of the resolution making shall then be discussed again, considering grounds for
the objection stated orally or in textual form (Textform), at the next meeting and finally be
resolved upon.
 (8)
    
    Unless otherwise provided by mandatory law, resolutions of the Management Board require
unanimity (abstentions do not conflict with unanimity).
 (9)
    
    Minutes of each meeting of the Management Board are to be prepared, specifying the place and
date of meeting, the participants, the agenda and the content of Management Board resolutions.
The minutes shall be sent by the chairman of the Management Board to all members of the
Management Board. The minutes shall be deemed approved if none of the members of the
Management Board objects by the beginning of the next meeting following receipt of the
minutes.
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Sec. 7
 Committees
 (1)
    
    Management board committees may be established to conduct audits and prepare and implement
Management Board resolutions. The full Management Board resolves upon the establishment of
Management Board committees following a proposal of the chairman of the Management Board.
 (2)
    
    Management board committees may issue Rules of Procedure to themselves, specifying the
details of their activities within the scope of the authorization granted by the Management
Board.
 Sec. 8
 Cooperation with the Supervisory Board
 (1)
    
    The requirement of reporting to the Supervisory Board with respect to the matters specified
in Sec. 90 of the German Stock Corporation Act (Aktiengesetz) is the responsibility of the
full Management Board under the direction of the chairman of the Management Board. As a rule,
the management reports shall be submitted in textual form (Textform) unless oral reporting
suffices or is called for in individual cases due to urgency.
 (2)
    
    Apart from the reporting pursuant to para. 1, the chairman of the Management Board shall
regularly inform the chairman of the Supervisory Board orally of the development of business
and the situation of the company, including its associated companies. Upon request by the
chairman of the Supervisory Board, such information must be provided textual form (Textform).
All members of the Management Board shall assist the chairman of the Management Board in
performing this task.
 (3)
    
    All matters of particular importance for the company shall be promptly reported to the
chairman of the Supervisory Board by the chairman of the Management Board orally or in textual
form (Textform).
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(4)
    
    Members of the Management Board shall submit all reports and applications to the Supervisory
Board to the chairman of the Management Board with a request for submission.
 Sec. 9
 Transactions Requiring Approval
   (1)
    
    Budget for the financial year (including human resources, financial and investment planning);(2)
    
    Investments in fixed assets, participations and financial investments and divestments to the
extent an individual project exceeds 10% of the total investment budget valid for the
financial year; (3)
    
    Agreeing on sureties, guarantees and loans to third parties (and from third parties) outside
the group the amount of which, in each case, exceeds 5% of the stockholders equity pursuant
to the most recent audited consolidated balance sheet of the Qimonda group of companies.
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