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Rules of procedure
of the Investment, Finance and Audit Committee
of the Supervisory Board of Infineon Technologies AG
   § 1
 General
 (1)
    
    The Committee shall conduct its business and fulfil its duties pursuant to the provisions of
law, the Articles, the Rules of Procedure of the Supervisory Board and these Rules of Procedure.
Its members have the same rights and duties insofar as neither law nor the Articles nor, to the
extent permitted by law or the Articles, the Rules of Procedure of the Supervisory Board or these
Rules of Procedure otherwise determine. They are not bound by orders or directives and are only
obligated to further the good of the Company.(2)
    
    The Committee has the functions determined by applicable legal requirements, tasks assigned by
the Supervisory Board in individual cases or generally by its rules of procedure. In particular
the Committee discusses and reviews:
 
    
    the correctness of the financial statements of the company
    
    the independence of the auditors
    
    adherence to applicable law throughout the company,
    
    the duties of the internal auditors and the external auditors
    
    the general management of business through the management board in the area of
accounting; auditing; preparation of balance sheets; determination, monitoring and
estimating of risks; and any internal controls system; including the reports that are
presented to the audit committee pursuant to applicable law
    
    the internal rules for the reporting of violations of accounting requirements or
applicable law as well as the business Conduct Guidelines; in addition it processes such
notifications.
 § 2
 Chairman and Deputy Chairman
 (1)
    
    The Chairman of the Supervisory Board shall chair the Committee.
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(2)
    
    All members of the Committee must be independent of the Company within the meaning of
applicable law and the rules of the capital markets on which the securities of the Company are
listed or which are otherwise applicable.(3)
    
    Each member of the Committee must maintain a degree of knowledge of bookkeeping and accounting
necessary or sensible for the fulfilments of the duties of the Committee. At least one member of
the Committee must be a financial expert (within the meaning of US law).(4)
    
    Compensation for members of the Committee is determined by the Articles of the Company and the
Resolutions of the General Shareholders Meeting. No member of the Committee may accept any
additional compensation from the Company, with the exception of compensation for employees of the
Company in connection with their employment duties.
 § 3
 Duties of the Committee
 (1)
    
    The duties of the Committee include in particular:
 (i)
    
    Questions regarding accounting, in particular the preparation for the determination of the
Supervisory Board regarding approval of the annual financial statements; for this purpose it is
incumbent upon the Committee to review the preliminary audits of the annual financial statements,
the Company report and the recommendation for the application of profits as well as to discuss the
audit report with the external auditor.(ii)
    
    Review of interim financial statements to be made public or to be filed with stock
exchange authorities.(iii)
    
    Questions regarding the independence of the auditor, appointment of the auditor for the
annual and consolidated financial statements including determination of the points of emphasis for
the audits, the granting of exceptional approvals for advisory services by the auditor and the
exercise of oversight over the auditor.(iv)
    
    Discussion of violations of the internal control system or other occurrences potentially
to be reported by the audit committee to the Management Board.(v)
    
    Determination of a procedure that makes it possible for employees of the company to
anonymously and confidentially report to the audit committee complaints regarding accounting and
auditing practices of the company; and pursuant to which such complaints which have been received
by the company from third parties shall be forwarded to the Committee.(vi)
    
    Inspection and review of the books and papers as well as other assets of the Company.(vii)
    
    Consent to the resolution of the Management Board or a especially designated committee
of the Management Board regarding an increase in the capital by means of the issuance of new shares
out of approved and or conditional capital to the extent that they are not to be issued to
employees or the exclusion of pre-emptive rights in connection with a share option plan.
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
    
    investments in-kind, portfolio investments and financial investments (including lease
financing investments), as well as disinvestments, to the extent that a single project
exceeds 5% of the then applicable investment budget
    
    the granting of surety-ships, guarantees and loans to third parties outside the concern,
the amount of which exceeds 5% of the shareholders equity on the balance sheet(ix)
    
    Consent to the resolutions of the Management Board with respect to the exercise of the
authority granted by the general Shareholders Meeting regarding the issuance of options or
convertible securities, in particular the determination of lending limits and the possible
exclusion of pre-emptive rights.(x)
    
    Discussion of questions regarding risk management and review of the risk management
system.
 (2)
    
    In addition the Committee supports the Supervisory Board in the oversight of management. In
may for this purpose in particular assert the special inspection and review rights of the
Supervisory Board pursuant to Section 111 paragraph 2 of the Stock Corporation Act.(3)
    
    The Committee may through its Chairman at any time pose questions to the auditor and discuss
these. It may require all reports from the auditor that must be prepared pursuant to applicable
legal or other requirements. In addition it may discuss with the auditor problems with or in
connection with the audit.(4)
    
    The Committee reports regarding its work through the Chairman to the Supervisory Board; the
reports are made in the regularly scheduled meetings of the Supervisory Board; in urgent cases the
Chairman of the Committee may also advise the Supervisory Board outside of regular meetings. The
audit committee reviews regularly the efficiency of its work; this review may also take place in
the context of an efficiency review of the Supervisory Board.
 Convening of Meetings
 (1)
    
    The meetings of the Committee take place regularly, at least once per calendar quarter if
possible. In addition they will be convened when necessary to the fulfilment of the duties of the
Committee.(2)
    
    The meetings of the Committee will be called by the Chairman in writing, by fax or by email or
by telephone on at least two weeks notice. In connection therewith the day of sending of the
notice and the day of the meeting will not be included in the calculation. In urgent cases the
notice period may be shortened to 3 days. The Committee will be convened if 2 of its members so
demand, providing a statement of the reasons therefor.(3)
    
    The notice of meeting shall be accompanied by notice of the place and time of the meeting as
well as the agenda if possible.
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§ 5
 Adoption of Resolutions
 
 
 
 
 
 
 § 6
 Conflicts of Interest
  § 7
 Obligation of Confidentiality
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§ 8
 Effectiveness
  5