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Version as of October 2005
 Articles of Association
of
Infineon Technologies AG
 I. General Provisions
  Company Name, Registered Place of Business, Fiscal Year, Announcements
 (1)
    
    The business name of the company is
  (2)
    
    The companys registered place of business is Munich.(3)
    
    The fiscal year runs from October 1 of each year until September 30 of the following
year.(4)
    
    Company announcements are made in the electronic version of the German Federal
Gazette (elektronischer Bundesanzeiger), unless mandatory statutory provisions require
them to be made in the printed version of the German Federal Gazette or in other media.
  Object of the Enterprise
 (1)
    
    The object of the enterprise is direct or indirect activity in the area of research,
development, manufacture and marketing of electronic components, electronic systems and
software, as well as the performance of services related thereto.(2)
    
    The company is entitled to perform all acts and take all steps which appear likely to
directly or indirectly promote the achievement of the companys aims.(3)
    
    The company may establish subsidiaries and branches in Germany and abroad, and can
participate in other enterprises. The company can buy or sell enterprises, combine them
under single management and conclude enterprise agreements with them or restrict itself to
managing the participation. It is entitled to spin off its operations  as a whole or in
part  into affiliated enterprises.
  Interests of Shareholders, Place of Jurisdiction
 (1)
    
    Every shareholder, by virtue of his or her involvement in the company, has a duty to
show due regard for fellow shareholders interests, also in the event of any legal dispute
with the company.




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(2)
    
    All disputes with the company or its bodies that arise in connection with the
involvement with the company are subject exclusively to German jurisdiction, unless this
provision is countermanded by mandatory statutory provisions, especially provisions
governing jurisdictions, that apply in Germany; a shareholder agrees to this provision by
purchasing or subscribing for shares. Clause 1 also applies in respect of disputes between
the shareholder and the company resulting from acquisition, holding or surrender of the
shareholders investment.
 II. Share Capital and Shares
  Amount and Division of the Share Capital
 (1)
    
    The share capital of the company is EUR 1.495.138.718,00 (in words: one billion four
hundred ninety five million one hundred thirty eight thousand seven hundred eighteen
Euro). It is divided into 747.569.359 no par value shares registered in the names of the holders.In order to be entered in the companys share register, shareholders must inform the
company of the number of shares held by them and their electronic mail address, if any, as
well as, in the case of individuals, their name, address and date of birth or, in the case
of legal entities, their company name, business address and registered offices.(2)
    
    The management board is authorized to increase, with the consent of the supervisory
board, the ordinary share capital in the period through January 21, 2007 by a total of up
to EUR 296,641,490 by issuing, in one or more tranches, new registered no par value shares
that have dividend rights from the start of the fiscal year of their issue against
contributions in cash or in kind (Authorized Share Capital I/2002).Shareholders are to be granted preemptive rights in the case of capital increases for cash.
The management board is authorized to exclude, with the consent of the supervisory board,
the preemptive rights of shareholders,
 a)
    
    in order to exclude any fractional amounts from the preemptive rights
of shareholders,b)
    
    to the extent necessary to grant holders of bonds with warrants or
convertible bonds issued by the Company or its subordinate group companies a
subscription right to new shares to the extent they would be entitled after
exercising option or conversion rights or satisfying conversion obligations,c)
    
    if the new shares are issued after January 20, 2004, the issue value
of the new shares is not significantly lower than the stock market price and the
shares issued subject to the exclusion of preemptive rights of shareholders
pursuant to Section 186 Paragraph 3 Clause 4 of the German Stock Corporation Act (AktG), do not in
total exceed 10 % of the ordinary share capital either at the time this
authorization comes into effect or at the time this authorization is exercised.
Shares that have been or are to be issued to service bonds with warrants or
convertible bonds are to be included in this number provided that such bonds were
issued subject to the exclusion of preemptive rights of shareholders in analogous
application of Section 186 Paragraph 3 Clause 4 of the German Stock Corporation Act (AktG) after
January 20, 2004.




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The management board is, moreover, authorized to exclude, with the consent of the supervisory
board, the preemptive rights of shareholders in the event of capital increases against
contributions in kind. The management board is also authorized to define, with the consent of
the supervisory board, the further content of the rights conveyed by the shares and the terms
and conditions of the share issue.(3)
    
    The management board is authorized to increase, with the consent of the supervisory
board, the ordinary share capital in the period through January 19, 2009 by a total of up
to EUR 30.000.000 by issuing, in one or more tranches, new shares against contributions in
cash for the purpose of issuing shares to employees of the company or of its group
companies (Authorized Share Capital II/2004). The preemptive rights of shareholders are
excluded in respect of this provision. The management board is authorized to define, with
the consent of the supervisory board, the further rights conveyed by the shares and the
terms and conditions of the share issue.(4)
    
    The management board shall specify the form and the content of share certificates and
any eventual dividend coupons and renewal coupons with the consent of the supervisory
board.(5)
    
    A claim of the shareholders for the certification of their shares and their dividend
rights is excluded to the extent permissible by law, unless a certification is required by
the rules of an exchange on which the shares are listed. The company is entitled to issue
share certificates which represent no par value shares (single share certificates) or
several shares (collective
shares).(6)
    
    The share capital is conditionally increased up to a nominal amount of EUR
95.981.000. The conditional capital increase shall be implemented exclusively by the issue
of up to 47.990.500 new shares registered in the name of the holders with entitlement to
profits as of the beginning of the fiscal year of their issue and only to the extent to
which holders of preemptive rights granted under the stock option plan of Infineon
Technologies AG for 1999, in accordance with the authorization issued on October 18, 1999
and amended on February 16, 2000, or the Infineon Technologies AG 2001 International Long
Term Incentive Plan, in accordance with the authorization of April 6, 2001, exercise their
preemptive rights (Conditional Capital I).(7)
    
    The share capital is conditionally increased by up to EUR 50,000,000 through the
issue of up to 25,000,000 new shares. This conditional capital increase is implemented
only to the extent that
 a)
    
    the holders or creditors of conversion rights or subscription
warrants which are attached to the convertible bonds or bonds with warrants to be
issued by the company or its direct or indirect majority holding companies by
November 30, 2004, exercise their conversion or option rights,or thatb)
    
    the holders or creditors of the convertible bonds to be issued by
November 30, 2004 by the company or its direct or indirect majority holding
companies, who are obliged to convert their convertible bonds, meet this
obligation.
 The new shares provide for the entitlement to profits as of the beginning of the fiscal
year as of which they are created as a result of the exercise of conversion or option
rights or of the fulfillment of obligations to convert convertible bonds (Conditional
Capital II)(8)
    
    The share capital is conditionally increased up to a nominal amount of EUR
29,000,000. The conditional capital increase shall be implemented exclusively by the




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issue of up to 14,500,000 new shares registered in the names of the holders with entitlement
to profits as of the beginning of the fiscal year of their issue and only to the extent to
which holders of preemptive rights granted under the Infineon Technologies AG 2001
International Long Term Incentive Plan, in accordance with the authorization of April 6,
2001, exercise their preemptive rights (Conditional Capital III).(9)
    
    The ordinary share capital is conditionally increased by up to EUR 350,000,000 by the
issue of up to 175,000,000 new registered no par value shares that have dividend rights
from the start of the fiscal year of their issue (Conditional Share Capital II/2002).
The purpose of the conditional capital increase is to ensure that shares can be issued to
the holders of bonds with warrants or convertible bonds that are or have been issued
through January 21, 2007 by the Company or a subordinate group company in accordance with
the authorizations of the Annual General Meetings of January 22, 2002 and of January 20,
2004 and to the holders of the convertible bonds issued in February 2002 by Infineon
Technologies Holding B.V., Netherlands, and guaranteed by the Company. The conditional
increase is to be implemented only to the extent that warrants or conversion rights from
the bonds are exercised and conversion obligations from such bonds are satisfied. With
respect to the conversion of bonds issued against contributions in kind the Conditional
Share Capital II/2002 can only be used to ensure the availability of shares representing a
notional portion of the share capital of up to EUR 144,000,000. The management board is
authorized to define the further conditions of the implementation of the conditional
capital increase.
 III. The Management Board
  Composition and Rules of Procedure
 (1)
    
    The management board consists of at least two persons. The supervisory board shall
determine their number. The supervisory board appoints the members of the management
board. It can appoint a chairman and a deputy chairman of the management board.(2)
    
    The company is legally represented by two members of the management board or by one
member of the management board and one procurist. Deputy members of the management board
are equal to ordinary members in this respect.Otherwise, the company is represented by procurists or other authorized signatories subject
to further specification by the management board.(4)
    
    The management board shall pass rules of procedure for itself by unanimous resolution
of all members of the management board; these rules of procedure require the consent of
the supervisory board.




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IV. Supervisory Board
  Composition, Term of Office, Resignation from Office
 (1)
    
    The supervisory board consists of sixteen members, of whom eight members are elected
by the shareholders and of whom eight members are elected by the employees. The election
of the supervisory board members is for a period not exceeding the end of the general
meeting of the shareholders which decides on the formal approval of conduct for the fourth
fiscal year after the beginning of the term of office. The fiscal year in which the term
of office begins is not included in this calculation. The general meeting of the
shareholders may specify a shorter term of office for shareholders supervisory board
members when they are elected.(2)
    
    Replacement members may be elected for several or all of the shareholders
supervisory board members to take the place of shareholders supervisory board members who
have left office prior to the end of their term or who can no longer take up office
because their election was challenged. This replacement takes effect in the order laid
down when the replacement members were elected. If a replacement member takes the place of
a member who has left office, then the office of the replacement member shall expire at
the end of the general meeting of the shareholders at which a replacement election takes
place, but at the latest upon the expiry of the term of office of the supervisory board
member who has left. The election of the replacement members of the supervisory board
elected by the employees is governed by the provisions of Co-Determination Act.(3)
    
    Each supervisory board member may resign from office with four weeks prior notice,
even without cause, by means of written notification to the chairman of the supervisory
board. The chairman of the supervisory board or, in case the chairman resigns, his deputy,
can consent to this period of notice being shortened.
  Chairman, Deputy Chairman
 (1)
    
    Immediately after the general meeting of the shareholders at which the supervisory
board members to be elected by the general meeting of the shareholders have been newly
elected, a supervisory board meeting shall take place which does not have to be specially
convened, at which the supervisory board elects a chairman and a deputy chairman from its
midst for the duration of the relevant period in office, in accordance with the provisions
of the Co-Determination Act. In addition, the supervisory board elects a second deputy
chairman. One of the deputy chairmen shall take the chairmans place in all cases in which
the latter is prevented from attending, unless otherwise stipulated in these articles of
association. In all cases in which he acts as deputy for the chairman, he has the same
rights as the chairman, with the exception of the second vote to which the chairman is
entitled under the terms of the
Co-Determination Act.(2)
    
    If the chairman or a deputy chairman leave office before the end of their term, a new
election for the remaining period of office of the person who has left shall take place
without delay.




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Committees of the Supervisory Board
   Convocation and Passing of the Resolutions
 (1)
    
    The chairman shall convene the meetings of the supervisory board in writing, by
facsimile or electronic mail with a period of notice of at least two weeks. The day on
which the notice of the meeting is sent out and the day of the meeting itself are not
included in this period of notice. In case of urgency, he can shorten the period of notice
to three days and can also convene the meeting orally or by telephone. The provisions in
paragraph 1 and 2 of § 110 of the Stock Corporation Act remain unaffected.(2)
    
    Notice of the meeting must be accompanied by information about the items on the
agenda and the proposed resolutions. If a matter on the agenda was not properly announced,
resolutions may only be passed on it if no member of the supervisory board opposes the
passing of the resolution.(3)
    
    The chairman heads the meetings of the supervisory board. He determines the order in
which the items on the agenda are dealt with, as well as the manner and order of voting.(4)
    
    The supervisory board has a quorum if at least half of its members as required by
statute participate in passing resolutions in person or by written casting of votes.(5)
    
    Resolutions are passed with a simple majority of the votes cast, unless statute
otherwise requires. This also applies to elections. In case of a tie in the voting, the
chairman of the supervisory board has two votes if voting is carried out a second time on
the same item and again results in a tie.(6)
    
    An absent member can have his written vote handed in by another member of the
supervisory board.(7)
    
    It shall be permissible for supervisory board meetings to be held and for resolutions
to be passed in writing, by telephone, facsimile or telex, or with the assistance of other
means of telecommunication, if the chairman of the supervisory board so determines on a
case-by-case basis and no member of the supervisory board objects to this procedure.(8)
    
    Minutes shall be taken of the meetings and resolutions of the supervisory board. They
shall be signed by the chairman and sent to all supervisory board members in copy.(9)
    
    The chairman shall act for the supervisory board if declarations to the
implementation of resolutions must be given or received. The documents and announcements
of the supervisory board shall be signed by the chairman.




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Duties and Powers of the Supervisory Board
 (1)
    
    The supervisory board shall appoint the management board and shall supervise its
management activities.(2)
    
    The management board shall permanently report to the supervisory board to the extent
specified by statute. In addition, the supervisory board can require reports about all
matters of the company, about its legal and business relations with affiliated companies
and about
business transactions at these enterprises which may be of material importance for the
situation of the company.(3)
    
    The supervisory board shall establish rules of procedure for itself.(4)
    
    The supervisory board is entitled to alter the articles of association if such
alterations only relate to its wording.(5)
    
    The members of the supervisory board must maintain silence about confidential
information and secrets of the company, namely trade or business secrets, which become
known to the supervisory board members through their membership in the supervisory board.
If a member of the supervisory board intends to disclose to a third party, confidential
information and secrets, in particular information about the contents and course of
supervisory board meetings as well as about the contents of submissions to and resolutions
of the supervisory board, he must first inform the chairman of the supervisory board in
order to resolve any differences in opinion relative to any duty of confidence.
  Remuneration
 (1)
    
    Each member of the supervisory board shall receive a fixed remuneration payable at
the end of the companys fiscal year in the amount of EUR 25,000 per full fiscal year.
Supervisory board members who during the current fiscal year join or leave the supervisory
board shall receive a corresponding pro rata portion of this remuneration.
The chairman of the supervisory board shall receive two times that amount and each deputy
chairman and each other member of any committee of the supervisory board, with the
exception of the members of committees of the supervisory board which have to be created
due to statutory provisions, shall receive one and a half time this amount.
In addition, each member of the supervisory board shall receive 1500 appreciation rights
(Wertsteigerungsrechte) per year to be granted and exercised under the same conditions as
the stock option plan provides, which has been approved by the general meeting of the
shareholders applicable in the year of the granting of the appreciation rights. Such
appreciation rights do not entitle to subscribe to shares but only to receive compensation
in cash.(2)
    
    The company shall reimburse the members of the supervisory board for their cash
expenses and the value added tax on their remuneration, if they can and do invoice these
separately.




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V. General Meeting of the Shareholders
  Ordinary General Meeting of the Shareholders
  (a)
    
    the submission of the annual financial statements with the managements discussion and
analysis (of financial condition and results of operations) of the management board and
the report of the supervisory board;(b)
    
    the passing of a resolution on the appropriation of the balance sheet profit;(c)
    
    the formal approval of conduct of the management board and the supervisory board;(d)
    
    the election of the auditor.
  Place and Convocation
 (1)
    
    The general meeting of the shareholders shall be convened by the management board or
the supervisory board. It shall take place at the companys registered place of business
in a German city with a stock exchange. As far as legally permissible, the general meeting
of the
shareholders may also take place at other places where a stock exchange on which the
companys shares are admitted for trading is located.(2)
    
    The convocation must be announced at least one month before the end of the day by
which the shareholders must give notification of attendance. The day on which the
convocation of the meeting is announced and the day by which the shareholders must give
notification of attendance for the meeting shall not be included in the calculation of the
required period.
  Conditions for Participation and the Exercise of Voting Rights




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Direction and Course
 (1)
    
    The chairman of the supervisory board shall preside over the general meeting of the
shareholders. If he is unable to attend, this function shall be assumed by a member of the
supervisory board named by him. If no such member has been named by him, this function
shall be assumed by the member chosen by the shareholders supervisory board members in
accordance with paragraph 3 of § 27 of the Co-Determination Act. If none of these has
appeared at this meeting or is willing to chair the meeting, the shareholders supervisory
board members who are present shall elect a person as chairman of the meeting.(2)
    
    The chairman of the meeting shall regulate the course of the general meeting of the
shareholders. He can make use of assistants for this, in particular in the exercise of the
right to supervise internal meetings. He determines the order in which speakers take the
floor and can order a restriction of the speaking time, or the end of the debate on
individual items on the agenda, if this is necessary for the proper conduct of the general
meeting of the shareholders.(3)
    
    The chairman of the meeting determines the order of items to be discussed and of the
voting, as well as the voting procedure. He can stipulate that several votes may be
collected together when voting cards or other data carriers are used.(4)
    
    Shareholders who do not wish to participate in the voting must notify the chairman of
the meeting thereof before the start of the voting, in the form specified by the chairman;
in order to calculate the results of voting, only the votes against and the abstentions
will be counted; votes of shareholders present or represented who have neither declared
their non-participation in the voting, nor have voted with no nor have abstained, will
be counted as a yes.(5)
    
    The chairman of the meeting can change the voting procedures laid out in (3) and (4)
and can also order other procedures, especially by allowing votes
through calling out or
through a show of hands.(6)
    
    If previously announced in the convocation of the general meeting, the chairman of
the meeting may permit live transmission of the general meeting, attendance at the general
meeting, and participation in the voting process at the general meeting by the use of
electronic means, if this is legally permissible.(7)
    
    Notarially acknowledged minutes of the general meeting shall be kept. The minutes
shall be conclusive for the shareholders among themselves and in relation to their
proxies.
  Voting Right
 (1)
    
    Each share carries one vote.(2)
    
    Votes may be cast by proxy. If neither a bank nor a shareholders association is
named as a proxy, authority to attend and vote by proxy must be submitted in writing or
transferred by electronic means in a way to be determined by the company. Details
regarding the appointment of proxies are published together with the convocation of the
general meeting in the relevant publications specified in the Articles of Association.




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Passing Resolutions
 (1)
    
    Resolutions shall be passed with a simple majority of the votes cast and, in so far
as a capital majority is necessary, with a simple majority of the represented share
capital, unless a higher majority is required by compulsory statutory provisions or by
these articles of association.(2)
    
    At elections, the proposition which attracts the most votes is considered as having
been approved, with the exception of supplementary elections to the supervisory board as
specified in paragraph 2, sentence 3 of § 6; In case of a tie in the voting, the lot drawn
by the chairman of the meeting shall decide.
 VI. Annual Financial Statements and Appropriation of Profits
  Annual Financial Statements
 (1)
    
    In the first three months of the fiscal year, the management board shall prepare the
annual financial statements and managements discussion and analysis for the fiscal year
just ended and promptly submit them to the supervisory board together with a proposal for
the appropriation of the balance sheet profit. The supervisory board shall examine the
annual financial statements, managements discussion and analysis, and the proposal for
the appropriation of the balance sheet profit in consultation with the companys
independent auditors.(2)
    
    If the company is legally required to prepare consolidated financial statements, the
management board shall, within the first five months of the fiscal year, prepare
consolidated financial statements and managements discussion and analysis of consolidated
financial condition and results of operations for the fiscal year just ended.
Such consolidated financial statements and any exempting consolidated financial statements
prepared pursuant to § 291 and § 292a of the German Commercial Code (HGB) shall be promptly
submitted to the supervisory board.
  Appropriation of Profits
 (1)
    
    The general meeting of the shareholders shall resolve the appropriation of the
balance sheet profit.(2)
    
    The shareholders shares in the profits are determined in proportion to their shares
of the share capital.(3)
    
    In case of an increase in the share capital, the participation of the new shares in
the profits can be determined in divergence from paragraph 2 of § 60 of the Stock
Corporation Act.




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Determination of Contributions in Kind
 (1)
    
    The incorporator , Siemens AG, with registered places of business in Munich and
Berlin, contributes to the company, with economic effect on April 1, 1999, 0.00 a.m. as
a contribution in kind, all of the assets which exclusively belong to
its semiconductor division, in particular:
 a)
    
    its unincorporated division internally referred to as Halbleiter, including all assets
and liabilities pertaining thereto;b)
    
    all of its shares in the German and foreign companies listed below and belonging
to the semiconductor division, in each case including the profit or loss for the
current fiscal year:
 
    
    interests in the nominal value of DM 240,000,000 in Siemens Microelectronics
Center GmbH & Co. OHG, Dresden, registered in the commercial register of Dresden
Local Court under HRA 1769,
    
    shares in the nominal value of DM 50,000 in Siemens Microelectronics Center
Verwaltungsgesellschaft mbH, Dresden, registered in the commercial register of
Dresden Local Court under HRA 9982,
    
    interests in the nominal value of DM 55,300,000 in EUPEC Europäische Gesellschaft
für Leistungshalbleiter mbH & Co., KG, Warstein-Belecke, registered in the
commercial register of Warstein Local Court under HRA 346,
    
    shares in the nominal value of DM 60,000 in EUPEC Europäische
Verwaltungsgesellschaft für Leistungshalbleiter mbH & Co., KG, Warstein- Belecke,
registered in the commercial register of Warstein Local Court under HRA 273,
    
    interests in the nominal value of DM 4,279,068 in Osram Opto Semiconductors GmbH
& Co OHG, Regensburg, registered in the commercial register of Regensburg Local
Court under HRA 6036,
    
    shares in the nominal value of DM 24,500 in Osram Unternehmensverwaltung
Gesellschaft mit beschränkter Haftung, Munich, registered in the commercial
register of Munich Local Court under HRA 123984,
    
    interests in the nominal value of DM 100,000 in Siemens Halbleiter GmbH & Co.
OHG, Munich, registered in the commercial register of Munich Local Court under HRA
73932,
    
    shares in the nominal value of DM 50,000 in Siemens Halbleiter
Verwaltungsgesellschaft mbH, Munich, registered in the commercial register of
Munich Local Court under HRB 118186,
    
    interests in the nominal value of DM 15,030,000 in Semiconductor 300 GmbH & Co.
KG, Dresden, registered in the commercial register of Dresden Local Court under HRA
3104,
    
    shares in the nominal value of DM 25,100 in Semiconductor 300
Verwaltungsgesellschaft mbH, Dresden, registered in the commercial register of
Dresden Local Court under HRB 15763,




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
    
    interests in the nominal value of DM 2,000,000 in Epos GmbH & Co. KG, Duisburg,
registered in the commercial register of Duisburg Local Court under HRB 6429,
    
    shares in the nominal value of DM 25,000 in Epos Verwaltungsgesellschaft mbH,
Duisburg, registered in the commercial register of Duisburg Local Court under HRB 7688,
    
    shares in the nominal value of DM 125,000 in Freiberger Compound Material GmbH,
Freiberg/Sachsen, registered in the commercial register of Chemnitz Local Court under HRB
11609,
    
    Shares (721,500,000 no par value shares) in the nominal value of TWD 7,215,000,000 in
ProMos Technologies, Inc., Hsin-Chu, Taiwan.
 Profits from earlier fiscal years (that is, profits carried forward or profits of
earlier fiscal years on the allocation of which no resolution has been passed) also
belong exclusively to the company.
 The incorporator, Siemens AG, guarantees in relation to the contributions in kind listed
above and to be contributed, that the value of the assets of the contributors in kind exceeds the
liabilities relating to the contributions in kind by EUR 161,825,088 and receives in
consideration of its contributions in kind a total of 80,912,544 no par value shares, with
an aggregate nominal value of EUR 161,825,088(2)
    
    The incorporator Siemens Netherlands N.V., with its registered place of business in
the Hague, contributes to the company, with economic effect on April 1, 1999, 0.00 a.m.
all of its shares in the aggregate nominal value of EUR 1,000,000 in Infineon Technologies
Holding B.V., the Hague, as a contribution in kind, with the rights to participate in
profit as from the incorporation of such company.The incorporator Siemens Netherlands N.V. guarantees, for this contribution in kind, a
value of EUR 238,174,912 and receives in consideration of its contributions in kind a total
of 119,087,456 no par value shares, with an aggregate nominal value of EUR
238,174,912.
  Costs of Formation