EXHIBIT 1.2**Rules of Procedure****for the Management Board of****Infineon Technologies AG**- April 2006 version -**§ 1****General Matters**The members of the Management Board operate the business of the company with the diligent care ofan orderly and faithful manager according to the requirements of law, the articles of association,the Rules of Procedure, the schedule of responsibilities and their employment agreements.**§ 2****Duties of Individual Members of the Management Board**(1) The scope of the duties of each Management Board member shall be set forth in the schedule ofresponsibilities. Each Management Board member is alone responsible for his duties outlined in theschedule of responsibilities. The authority to act alone on behalf of the company shall not beestablished thereby. Notwithstanding the allocation of responsibilities, each Management Boardmember remains responsible for the management of the Company as a whole.(2) The chairman of the Management Board shall be provided with updates regarding all significantaffairs that are within the responsibility of the other Management Board members. He may demand, atany time, information concerning any affairs relating to the responsibilities of the otherManagement Board members.(3) If certain measures taken or matters within one area of responsibility affect one or more otherareas of responsibility, each Management Board member must resolve these conflicts with the otherManagement Board members. If a resolution cannot be reached, each participating Management Boardmember shall bring the matter before the entire Management Board for resolution, unless in light ofthe circumstances immediate action is necessary to avoid imminent severe disadvantages to thecompany. The chairman of the Management Board shall be immediately informed, and the fullManagement Board should be informed at its next meeting, if any such independent action has beentaken.(4) The Management Board members shall work together in a cooperative manner. They shall keep eachother informed concerning important measures and events in their respective areas ofresponsibility. Each Management Board member is required to bring before the entire ManagementBoard any objections against measures taken by another Management Board
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EXHIBIT 1.2member if such objections cannot be resolved through discussion with the other Management Boardmember.(5) Measures or transactions that are not in the ordinary course of business of the company orinvolve unusual financial risk for the company require the prior approval of the entire ManagementBoard, unless immediate measures are necessary to avoid imminent severe disadvantages to thecompany. Section 3 (3) applies mutatis mutandis.**§ 3****Decisions of the Entire Management Board**(1) Notwithstanding the provisions of §2 of these Rules of Procedure, the Management Board mustunanimously resolve:     a) matters as to which law, the articles of association or these Rules of Procedure require adecision by the entire Management Board,     b) matters that require approval from the Supervisory Board or the shareholders or that mustbe presented to the Supervisory Board or shareholders according to law or the articles ofassociation,     c) the annual stand-alone and consolidated financial statements as well as the report on thestand-alone and consolidated economic position of the company,     d) principal matters of organization and business policy, as well as the company’s investmentand financial planning,     e) the calling of a shareholders’ meeting and motions and proposals of the Management Boardfor resolutions of the shareholders,     f) cases that fall under § 6(2),     g) all affairs that are not within the specified area of responsibility of any ManagementBoard member.(2) The entire Management Board may authorize a single Management Board member to implementresolutions and to execute measures that are in the responsibility of the entire Management Board,or create Management Board committees for such purposes.**§ 4****Chairman of the Management Board**(1) The chairman shall determine in accordance with the framework of these Rules of Procedure andthe schedule of responsibilities in which areas and in which way the cooperative efforts ofManagement Board members shall be conducted. He shall manage the
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EXHIBIT 1.2cooperative efforts of the Management Board members, especially with respect to overlappingresponsibilities. The chairman shall decide which matters have to be presented to him for advancediscussion.(2) The chairman may file objections against measures of a Management Board member. If the chairmanexercises this right to object, the measures may not be taken until the entire Management Board hasdecided on the matter.(3) If the Management Board has to decide on a matter but cannot reach a consensus according to §6(7), the chairman shall bring the matter before the Supervisory Board for its opinion. The opinionof the Supervisory Board shall be relayed to the chairman of the Management Board, who shallforward it to the entire Management Board. The entire Management Board shall then discuss thematter again and come to a decision.(4) The chairman represents the Management Board and the company in dealing with the public, inparticular legal authorities, associations, business organizations, and the media. He may delegatehis responsibility with respect to this authority for particular types of matters or in individualinstances to another Management Board member.**§ 5****Schedule of Responsibilities**(1) The schedule of responsibilities shall be proposed by the chairman, taking into considerationthe employment agreement of each Management Board member.(2) Adoption, amendment, and termination of the schedule of responsibilities shall require theunanimous decision of the entire Management Board. If a unanimous decision cannot be reached, thechairman shall request the Supervisory Board to determine the schedule of responsibilities.(3) The schedule of responsibilities shall after adoption without delay be brought before theSupervisory Board for its approval, together with the Rules of Procedure. The same applies tochanges in the schedules of responsibilities.**§ 6****Meetings and Resolutions**(1) Management Board meetings shall be convened and conducted by the chairman and notification ofthe agenda shall be given a reasonable amount of time in advance.(2) Management Board meetings shall take place at regular intervals. Meetings are to be called ifthe chairman deems it necessary or if the Supervisory Board or a Management Board member demands acertain topic to be considered.
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EXHIBIT 1.2(3) The chairman may determine that persons who are not on the Management Board may appear inmeetings to consult on various matters.(4) Resolutions of the Management Board shall be reached in meetings. Upon the instruction of thechairman, resolutions may also be reached without meetings through the casting of votes in writing,over the telephone or through telefax or electronic mail, unless a member of the Management Boardobjects to this procedure.(5) The Management Board has a quorum if all Management Board members participate either pursuantto para. 4 or para. 6.A Management Board member may participate in the decision making, even if he abstains from voting.(6) Absent Management Board members may take part in the decision-making of the Management Board ifthey notify other members of the Management Board in writing of their vote. Furthermore, they maycast their vote either through writing or by telephone as well as through fax or electronic mail.(7) Other than as set forth in Section 8, the Management Board must act unanimously.(8) Matters relating to the areas of responsibility of absent Management Board members may bediscussed and decided only in urgent cases. The absent member shall be immediately informed of theresults of the vote. If the absent member does not agree with the results of the vote, he mayimmediately object to the chairman. A resolution of the Management Board that is objected to inwritten or oral form shall be put on the agenda of the next meeting to be discussed and finallyresolved.(9) Minutes shall be made of each meeting of the Management Board, listing the place and date ofmeeting, the participants, the agenda and the contents of the resolutions of the Management Board.The minutes shall be forwarded to all Management Board members by the chairman. The written minutesare deemed approved if no Management Board member, after having received a copy of them, objects tothem at the beginning of the next meeting.**§ 7****Committees**(1) Management Board committees may be formed to conduct investigations as well as to prepare andimplement Management Board resolutions. The formation of committees shall be proposed by thechairman and resolved by the entire Management Board.(2) Management Board committees may adopt rules of procedure, to regulate the details of theiroperations within the framework of the authority delegated to them.**§ 8**
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EXHIBIT 1.2**Cooperation with the Supervisory Board**(1) The duty of the Management Board to report to the Supervisory Board in the circumstances setforth in §90 of the Stock Corporation Act is vested in the Management Board in its entirety underthe leadership of the chairman. Management Board reports shall be submitted to the SupervisoryBoard in writing, except in urgent cases where an oral report may be sufficient or necessary.(2) In addition to his obligation to report to the Supervisory Board pursuant to §8 (1), thechairman of the Management Board shall provide the chairman of the Supervisory Board with updatesregarding the business affairs and overall condition of the company, including its relatedcompanies, in oral, and upon request, written, form. All Management Board members shall support thechairman in fulfilling these obligations.(3) In all matters that are of special importance to the business, the chairman of the ManagementBoard shall immediately notify the chairman of the Supervisory Board in written or oral form.(4) Reports and motions of members of the Management Board to the Supervisory Board shall beprovided to the chairman with a request to forward them to the Supervisory Board.**§ 9****Matters Requiring Approval**The following matters may be undertaken by the Management Board only with the Supervisory Board’sapproval:(1) Finance and investment planning, including the budget and the establishment of limits onindebtedness;(2) Asset investments, participations and financial investments, as well as divestments, insofar asany single project exceeds 10% of the current total investment budget;(3) Granting of sureties, guarantees and loans to third parties outside the group, if the amountexceeds 5% of the group’s shareholders’ equity.
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