Exhibit 4.33

TERMS AND CONDITIONS    § 1    (General Provisions)

€1,000,000,000

(in
words: euro one billion)





§ 2    (Subordination of Payment Claims, Status of the Notes; Condition Subsequent of Subordination; Negative Pledge of Issuer)

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§ 3    (Interest)

2

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§ 4    (Redemption at Maturity for Cash; Repurchase; Early Redemption)



3

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§ 5    (Currency; Payments)

§ 6    (Taxes)

All
amounts payable by the Issuer in respect of the Notes and by the Guarantor (§ 4(2)) in respect of the Guarantee (§ 14(1)) will be made free and clear of, and
without deduction or withholding for or on account of, any present or future taxes, duties or governmental charges of any nature whatsoever imposed, levied or collected by way of deduction or
withholding at source by or in or on behalf of The Netherlands or the Federal Republic of Germany or by or on behalf of any political subdivision or authority thereof or therein having power to tax,
unless such deduction or withholding is required by law.

§ 7    (Conversion Right)

4

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§ 8    (Exercise of Conversion Right)

5

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§ 9    (Delivery of Shares; Compensation for Fractions of Shares)

6

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§ 10    (Cash Payment in Lieu of Delivery of Shares)

§ 11    (Procurement of Shares; Dividends)

7

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§ 12    (Dilution Adjustment)

| |          |  |      
| | -------- |  | -----
| | E' = E × |  | Nn
No



| |      |  |                                                             
| | ---- |  | ------------------------------------------------------------
| | E' = |  | the adjusted Conversion Ratio,                              
| | E =  |  | the Conversion Ratio on the Record Date,                    
| | Nn = |  | number of Shares outstanding after the capital increase, and
| | No = |  | number of Shares outstanding before the capital increase.   



| |     
| | ----
| | LOGO

8

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| |      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | ---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | E' = |  | the adjusted Conversion Ratio,                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | E =  |  | the Conversion Ratio on the Record Date,                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | No = |  | the number of Shares outstanding before the capital increase,                                                                                                                                                                                                                                                                                                                                                                                                                
| | Nn = |  | the number of Shares outstanding after the capital increase,                                                                                                                                                                                                                                                                                                                                                                                                                 
| | I =  |  | the issue price of the new Shares,                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | D =  |  | the disadvantage (not discounted) for dividends to which the new Shares are not entitled in relation to old Shares as determined by Eurex Deutschland ("Eurex") or, if not available there until the Record Date (because options on the Shares are not traded on Eurex or for any other reason), as estimated by the Principal Conversion Agent (§ 18(1)), using equitable
discretion (§ 317 German Civil Code) on the basis of the evaluation of an independent expert, and
| | K =  |  | the average, weighted by turnover, of the last three cum-paid-prices of the Shares achieved in XETRA, as calculated by the Principal Conversion Agent (§ 18(1)). In the event that such prices are not available for any reason, the price of
the Shares pursuant to the XETRA-Quotation immediately prior to the Record Date shall apply.                                                                                                                                   



| |          |  |      
| | -------- |  | -----
| | E' = E × |  | M
M-B



| |      |  |                                         
| | ---- |  | ----------------------------------------
| | E' = |  | the adjusted Conversion Ratio,          
| | E =  |  | the Conversion Ratio on the Record Date,
| | M =  |  | the Average Market Price, and           
| | B =  |  | the Subscription Value, where B > 0.    

| |          |  |      
| | -------- |  | -----
| | E' = E × |  | M
M-F

9

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| |      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | E' = |  | the adjusted Conversion Ratio,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | E =  |  | the Conversion Ratio on the Record Date,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | M =  |  | the Average Market Price, and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | F =  |  | in case of (i): the fair market value of the Distribution on the Record Date as determined by the Principal Conversion Agent (§ 18(1)) using equitable discretion (§ 317 German Civil Code) on the basis of the evaluation of
an independent expert (the"Fair Market Value"), calculated on a per share basis, provided that if in the case of a share repurchase where
Infineon Technologies AG grants to its shareholders put options,"F"shall be the Put Option Value and provided further that where the Fair Market Value on
a per share basis falls below or is equal to 5% of the simple arithmetic average of the volume weighted XETRA-Quotation during the 365 consecutive day period in XETRA immediately preceding the Record Date, no adjustment shall be made to the
Conversion Ratio under this subsection (4),
| |      |  | or in case of (ii): the Extraordinary Dividend, calculated on a per share basis, provided that in cases (i) and (ii): F > 0.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

| |          |  |   
| | -------- |  | --
| | E' = E × |  | TS



| |      |  |                                                                                                           
| | ---- |  | ----------------------------------------------------------------------------------------------------------
| | E' = |  | the Conversion Ratio with respect to the Transferee Shares,                                               
| | E =  |  | the Conversion Ratio on the Record Date, and                                                              
| | TS = |  | the number of Transferee Shares to which a shareholder of Shares is entitled to with respect to one Share.

| |          |  |   
| | -------- |  | --
| | E' = E × |  | AS



| |      |  |                                                                  
| | ---- |  | -----------------------------------------------------------------
| | E' = |  | the Conversion Ratio with respect to the Acquiring Entity Shares,
| | E =  |  | the Conversion Ratio on the Record Date, and                     

| |      |  |                                                                                                                 
| | ---- |  | ----------------------------------------------------------------------------------------------------------------
| | AS = |  | the number of Acquiring Entity Shares to which a shareholder of Shares is entitled to with respect to one Share.

10

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11

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12

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§ 13    (Loan Agreement; Security Assignment)

| |                    |  |   |  |                                            
| | ------------------ |  | - |  | -------------------------------------------
| | Appertaining
Claim |  | = |  | Principal Amount ofthe Loan
Number of Notes



13

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§ 14    (Subordinated Guarantee and Negative Pledge of Infineon Technologies AG)

§ 15    (Change of Control)



14

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§ 16    (Termination by Noteholders)

15

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§ 17    (Substitution of Issuer; Transfer of Domicile)

16

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§ 18    (Paying Agent; Conversion Agent)

17

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§ 19    (Notices)

All
notices regarding the Notes shall be published in the following journals: (a) (so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of that exchange so require),
in a leading
newspaper having general circulation in Luxembourg and (b) a leading daily newspaper printed in the English language and of general circulation in London. It is expected that such notices will
normally be published in theLuxemburger Wortand in theFinancial Times. Any notice will become
effective for all purposes on the date of the first such publication.

§ 20    (Issue of Additional Notes)

The
Issuer reserves the right from time to time without the consent of the Noteholders to issue additional Notes with identical terms (save for the issue date, interest commencement date and/or issue
price), so that the same shall be consolidated, form a single issue with and increase the aggregate principal amount of these Notes. The term "Notes" shall, in the event of such increase, also
comprise such additionally issued Notes.

§ 21    (Prescription)

§ 22    (Miscellaneous)

18

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§ 23    (Language)

These
Conditions of Issue are written in the German language and provided with an English language translation. The German version shall be the only legally binding version. The English translation is
for convenience only.

19

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