Infineon Technologies : Articles of Association of Infineon Technologies AG – Version March 2024

Infineon Technologies AG - IFAG LP

March 2024

Articles of Association

of Infineon Technologies AG

Version March 2024

I. General Provisions

§ 1

Company Name, Registered Place of Business, Fiscal Year, Announcements

1. The business name of the company is Infineon Technologies AG.
2. The company's registered place of business is Neubiberg.
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 German Federal Gazette (Bundesan- zeiger), unless mandatory statutory provisions require them to be made in other media.
5. The Company may also communicate information to shareholders of the Com- pany as permitted by law using electronic media.

§ 2

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 enter- prises, combine them under single management and conclude enterprise agree- ments 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.

§ 3

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.
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, es- pecially provisions governing jurisdictions, that apply in Germany; a share- holder 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.
3. • 2 -

II. Share Capital and Shares

§ 4

Amount and Division of the Share Capital

1. The share capital of the company is EUR 2,611,842,274.00 (in words: two billion six hundred eleven million eight hundred forty two thousand two hundred sev- enty four Euro). It is divided into 1,305,921,137 no par value shares registered in the names of the holders.

In order to be entered in the company's share register, shareholders must in- form the company of the number of shares they hold and their electronic mail address as well as, in the case of natural persons, their name, address and date of birth or, in the case of legal persons, their company name, business address and registered offices.

1. The management board shall specify the form and the content of share certifi- cates and any eventual dividend coupons and renewal coupons with the consent of the supervisory board.
2. 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 re- quired 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).
3. a) The Management Board is authorized, with the approval of the Supervisory Board, to increase the Company's share capital in the period up to 22 Feb- ruary 2029 once or in partial amounts by a total of up to €490,000,000.00 by issuing new no par value registered shares against contributions in cash or in kind (Authorized Capital 2024/I). The new shares participate in the profits of the Company as from the beginning of the fiscal year in which they are issued. To the extent legally permissible, the Management Board may, with the approval of the Supervisory Board and in deviation from section 60, paragraph 2 AktG, determine that the new shares participate in the profits from the beginning of a fiscal year that has already expired and for which, at the time of their issue, no resolution had been passed by the Annual General Meeting relating to the utilization of unappropriated profits.
4. 1. Shareholders are entitled as a general rule to subscribe to share capital increases. The shares may also be acquired by one or more banks or in- vestment firms or other entities (as defined in section 186, paragraph 5, sentence 1 AktG) determined by the Management Board, subject to the condition that they are offered for subscription to the existing shareholders. With the approval of the Supervisory Board, however, the Management Board is authorized to exclude shareholders' subscription rights
   2. 1. relating to fractional amounts arising on share subscriptions,
      2. insofar as such action is necessary to grant holders or creditors of op- tion and/or conversion rights or of corresponding option and/or con- version obligations attached to bonds with warrants and/or convertible bonds and/or participation certificates that have been issued or are to
      3. • 3 -

be issued by the Company or by companies in which the Company directly or indirectly holds a majority interest a conversion or subscription right to new shares to the extent to which they would be entitled after exercising option or conversion rights or after fulfilling option or conversion obligations,

1. 1. in the case of a share capital increase against cash contributions, where the issue price of the new shares - as determined on the issue date which should be as close as possible to the date of placement of the new no par value shares - is not significantly lower than the market price of the Company's shares of the same class and features. "Signif- icantly lower" for these purposes is defined in section 203, paragraphs 1 and 2 and section 186, paragraph 3, sentence 4 AktG. This exclusion of subscription rights is limited to a maximum of 10% of the Company's existing share capital, whereby the calculation is required to be based on the lowest amount of share capital at the time the resolution relating to this authorization is passed at the Annual General Meeting, the au- thorization takes effect, or the authorization is exercised. For the pur- poses of determining the limit, it is also necessary to include shares required to be issued to service option/conversion rights or option/con- version obligations attached to bonds with warrants and/or convertible bonds and/or participation certificates that are issued during the term of this authorization, applying the exclusion rules for subscription rights pursuant to section 186, paragraph 3, sentence 4 AktG, or relating to shares issued (or sold after repurchase) during the term of this author- ization, applying the simplified exclusion rules in accordance with or based on section 186, paragraph 3, sentence 4 AktG,
   2. insofar as the share capital increase is effected against contributions in kind, in particular for the purpose of acquiring businesses, parts of businesses, interests in companies or other assets or entitlements to acquire assets (including receivables from the Company or its group companies) or for the purpose of business combinations, and/or
   3. to carry out a scrip dividend, whereby shareholders are given the op- tion of contributing their dividend entitlement (in whole or in part) to the Company as a contribution in kind in return for new shares out of Authorized Capital 2024/I.
2. The proportionate amount of share capital attributable to shares issued pursuant to b) (ii) to (v), with shareholder subscription rights excluded, may not exceed a total of 10% of the Company's share capital existing at the time the Annual General Meeting passed the resolution relating to this authorization. The aforementioned 10% limit shall include the share capital attributable to any shares issued out of Authorized Capital during the term of this authorization with shareholder subscription rights excluded (with the exception, however, of shares issued with shareholder subscription rights excluded for fractional amounts) or which are to be issued to service option or conversion rights or option or conversion obligations attached to bonds and/or participation certificates, if the bonds or participation certificates were issued during the term of this authorization with shareholder sub- scription rights excluded.
3. • 4 -

1. 1. The Management Board is also authorized, with the approval of the Super- visory Board, to determine the remaining terms of the rights attached to the shares as well as the terms relating to their issue.
2. The Company's share capital is conditionally increased by up to €260,000,000.00 by the issue of up to 130,000,000 new no par value registered shares. The new shares participate in the profits of the Company as from the beginning of the fiscal year in which they are issued. To the extent legally per- missible, the Management Board may, with the approval of the Supervisory Board and in deviation from section 60, paragraph 2 AktG, determine that the new shares participate in the profits from the beginning of a fiscal year that has already expired and for which, at the time of their issue, no resolution has been passed by the Annual General Meeting relating to the appropriation of unappro- priated profits. The conditional capital increase serves the purpose of granting shares to the creditors or holders of convertible bonds and/or bonds with war- rants ("bonds") issued by the Company or a subordinated group company on the basis of the authorization granted at the Annual General Meeting on 23 Feb- ruary 2024. The conditional capital increase is to be effected only insofar as conversion/option rights from the bonds are exercised or conversion/option ob- ligations under these bonds are fulfilled, and insofar as these rights and obliga- tions are not settled in cash or serviced with the Company's own shares. The Management Board is authorized to determine the further details of the imple- mentation of the conditional capital increase (Conditional Capital 2024/I).
3. Subject to approval by the Supervisory Board, the Management Board shall be authorized to increase the share capital in the period up to 24 February 2026 - either once or in partial amounts - by a total of up to €30 million by issuing new no-par-value registered shares against contributions in cash for the purpose of issuance employees and Management Board members of the Company and to employees as well as to members of boards of directors of its Group companies. The subscription rights of existing shareholders shall be excluded in relation to these shares. The shares may be issued to employees in such a manner that the contribution to be paid on such shares is covered by the portion of the net income for the year that the Management Board and the Supervisory Board could transfer to revenue reserves pursuant to section 58, paragraph 2, AktG. The Management Board is required to determine the further rights attached to the shares and the terms of the share issue with the approval of the Supervisory Board (Authorized Capital 2021/I).
4. 1. The Management Board

§ 5

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 mem- bers of the management board are equal to ordinary members in this respect.
3. • 5 -

Otherwise, the company is represented by procurists or other authorized signatories subject to further specification by the management board.

1. 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.

IV. Supervisory Board

§ 6

Composition, Term of Office, Resignation from Office

1. The supervisory board consists of the minimum number of members required by law. The election of the supervisory board members is for a period not ex- ceeding 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 in- cluded 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 short- ened.

§ 7

Chair and Deputy Chair

1. In accordance with the provisions of the Co-determination Act (Mitbestimmungsgesetz), the Supervisory Board elects a chairperson and a deputy chairperson from among its members. The election of the Chair of the Supervisory Board shall be conducted under the leadership of the Deputy Chair or - if that person is also being newly elected - of the eldest Supervisory Board member present.
2. In the event of a tied vote among Supervisory Board members, the Chair of the Supervisory Board shall be entitled to two votes if voting again results in a tie
3. • 6 -

after being held for a second time regarding the same item.

1. If declarations need to be made or received in order to implement the Supervi- sory Board's resolutions, the Chair shall act on behalf of the Supervisory Board. Other Supervisory Board documents and announcements are required to be signed by the Chair.
2. The Deputy Chair shall deputize for the Chair if the latter is prevented from attending a Supervisory Board meeting for any reason, unless otherwise stipu- lated in the Articles of Association or the Supervisory Board's rules of procedure.
   If the Deputy Chair deputizes for the Chair, that person shall have the same rights as the Chair with the exception of the second vote to which the Chair is entitled in accordance with article 7, paragraph 2 and the Co-determination Act.
3. If either the Chair or the person elected to deputize for the Chair in accordance with article 7, paragraph 1, first sentence, leave office before the end of their term, a new election shall be held among the members of the Supervisory Board to replace the person who has left office for the remaining term without undue delay.

§ 8

Committees of the Supervisory Board

To the extent to which statute or the articles of association permit, the supervisory board can transfer its duties and rights to its chairman, to individual members or to committees formed from its midst. If the chairman of the supervisory board belongs to a committee and if there is a tie in the voting of the committee, then he - but not his deputy - has two votes if voting is carried out a second time and once again ends in a tie.

§ 9

Convening Meetings and Passing Resolutions

The convening of Supervisory Board meetings and the passing of Supervisory Board resolutions shall be based on statutory provisions and, unless otherwise legally stipulated, on the Articles of Association and the Supervisory Board's rules of procedure.

§ 10

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. • 7 -

1. The supervisory board is entitled to alter the articles of association if such al- terations only relate to its wording.
2. 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 mem- bership 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.

1. • 11
     Compensation
2. Each member of the Supervisory Board shall receive a fixed compensation per fiscal year, comprising the basic compensation (a) and - if certain functions are performed within the Supervisory Board - a supplement (b):
3. 1. The basic compensation amounts to €100,000.00.
   2. The Chair shall receive a supplement equivalent to 100% of the basic com- pensation in accordance with point (a) and the Deputy Chair a supplement equivalent to 30% of the basic compensation.
      Each member of the Investment, Finance and Audit Committee shall re- ceive a supplement of €40,000.00 and each member of a further Supervi- sory Board committee - with the exception of the Mediation Committee - a supplement of €25,000.00. For the Chairs of the Investment, Finance, and Audit Committee and the Strategy and Technology Committee, the supplement shall amount to 200% of the relevant supplement paid to the members of the respective committees.
      The committee-related supplements shall only apply if at least three meet- ings of the respective committee take place during any given fiscal year. If a Supervisory Board member performs more than one of the aforemen- tioned functions, that person shall receive all the supplements provided for in each case. However, the total amount paid to the Supervisory Board member for the committee-related supplements stipulated in article 11, first paragraph (b), second and third sentences, is limited to a maximum amount of €100,000.00.
      Any member who joins the Supervisory Board, takes up a position in one of its committees, takes on a specific function within the Supervisory Board during the current fiscal year, or ceases to perform any of those duties during the current fiscal year shall receive one twelfth of the relevant an- nual compensation component for each (started) month of membership or performance of function.
4. The company shall pay each member of the Supervisory Board a meeting at- tendance fee of €2,000.00 per meeting of the Supervisory Board or one of its

- 8 -

committees, irrespective of whether attended in person, virtually or by tele- phone. For extraordinary meetings held in the form of a telephone or video conference call and during which no resolutions are passed, Supervisory Board members shall receive a reduced attendance fee of € 1,000.00. If more than one meeting is held on a single day, the attendance fee shall only be payable once as a fixed amount of €2,000.00.

1. The company shall reimburse the members of the Supervisory Board for their out-of-pocket expenses and any value added tax payable by them in this con- nection. The company shall also pay to the members of the Supervisory Board any value added tax arising on their fixed compensation and meeting attend- ance fees. In addition, any employer's social security contributions that may be payable under foreign laws for supervisory board activities shall be paid by the company. The members of the Supervisory Board shall be included in any Di- rectors' and Officers' liability insurance policy maintained by the company, sub- ject - at the discretion of the company - to an appropriate excess insurance amount. The premiums for this insurance coverage shall be paid by the com- pany.
2. The fixed compensation shall be payable within one month of the end of the fiscal year to which the compensation relates and the meeting attendance fees shall be payable within one month of the relevant meeting.
3. The preceding paragraphs 1 to 4 shall apply effective 1 October 2021.
   V. General Meeting of the Shareholders

§ 12

Ordinary General Meeting of the Shareholders

The ordinary general meeting of the shareholders shall take place within the first eight months of the fiscal year. Its agenda shall include regularly

1. the submission of the annual financial statements with the managements dis- cussion and analysis (of financial condition and results of operations) of the management board and the report of the supervisory board;
2. the passing of a resolution on the appropriation of the balance sheet profit;
3. the formal approval of conduct of the management board and the supervisory board;
4. the election of the auditor

- 9 -

§ 13

Place and Convocation

The Annual General Meeting is convened by the Management Board or the Supervisory Board. It shall take place at the Company's registered place of business or at a location within a 100 km radius of the Company's registered place of business. As far as legally permissible, the Annual General Meeting may also be held at other places where a stock exchange on which the Company's shares are admitted for trading is located.

§ 13a

Virtual Annual General Meeting

The Management Board is authorized, for Annual General Meetings taking place until the end of 15 February 2028, to arrange for the meeting to be held without the physical presence of the shareholders or their proxies at the location of the Annual General Meeting (virtual Annual General Meeting) in compliance with the applicable legal requirements.

§ 14

Conditions for Participation and the Exercise of Voting Rights

1. Shareholders are entitled to participate in the general meeting of the share- holders, and to exercise their voting rights, if they are entered in the company's share register and have given notification of attendance for the meeting in good time. The notification of attendance shall be made in text form or by electronic means in a way to be determined by the Company to the address indicated for this purpose in the document giving notice of the meeting. Details of the notifi- cation of attendance shall be published together with the notice of convocation in the relevant publications specified in the Articles of Association.
2. The Management Board may extend to the shareholders the possibility of par- ticipating in the General Meeting without being present in person or represented and of exercising some or all of their rights entirely or in part using means of electronic communication. The Management Board may also define the rules applying to any such procedure adopted. A corresponding announcement will be included in the document giving notice of the General Meeting.
3. Members of the Supervisory Board are permitted to participate in the Annual General Meeting by way of video and audio transmission in exceptional cases whereby their attendance in person is not possible or only possible with consid- erable effort, as a result of legal or health restrictions or as a result of their office or place of residence being located abroad, or if the Annual General Meet- ing is being held as a virtual Annual General Meeting without the physical pres- ence of the shareholders or their proxies at the location of the Annual General Meeting.

1. • 15

   Direction and Course

2. The chairman of the supervisory board shall preside over the general meeting
3. • 10 -