Infineon Technologies AG

Governance Information • Nov 7, 2012

DECLARATION OF COMPLIANCE WITH THE GERMAN CORPORATE GOVERNANCE CODE ISSUED FOR THE 2012 FISCAL YEAR BY THE MANAGEMENT BOARD AND SUPERVISORY BOARD OF INFINEON TECHNOLOGIES AG IN ACCORDANCE WITH SECTION 161 OF THE GERMAN STOCK CORPORATION ACT

Since the submission of the last Declaration of Compliance in November 2011, Infineon Technologies AG has complied with all recommendations of the Government Commission of the German Corporate Governance Code ("Government Commission") in the version of May 26, 2010.

The new version of the German Corporate Governance Code dated May 15, 2012 ("Code") came into effect on June 15, 2012. Infineon Technologies AG has also complied, and will comply in the future, with the recommendations contained in this version of the Code with the following exception:

Section 5.4.6 of the Code includes the recommendation that performance-related compensation of the members of the Supervisory Board "shall be oriented toward sustainable growth of the enterprise". The similarity in terminology to the requirements contained in the German Stock Corporation Act with respect to compensation of Management Board members seems to imply that performance-related compensation should, in the opinion of the Government Commission, also be based on a "multi-year assessment" for Supervisory Board members.

Members of the Supervisory Board of Infineon Technologies AG receive both fixed and performance-related compensation, the latter only being paid if and to the extent that earnings per share exceed a pre-defined amount. Contrary to Section 5.4.6 of the Code, the performance-related compensation of members of the Supervisory Board is not based on a multi-year assessment.

The Management Board and the Supervisory Board consider that the compensation structure currently in place for the Supervisory Board is already oriented toward long-term success of the Company even without a multi-year assessment, since the minimum amount required to trigger the compensation payment increases year-on-year, thus setting an incentive for improving earnings each year. In view of the amendments passed recently by a large majority of shareholders at the Annual General Meeting with respect to Supervisory Board compensation, both the Management Board and the Supervisory Board do not consider it necessary to take any immediate action. The two boards, however, will deal with the topic again in the course of the new fiscal year."

Neubiberg, November 2012

For the Supervisory Board of Infineon Technologies AG:

Wolfgang Mayrhuber (Chairman of the Supervisory Board)

The Management Board of Infineon Technologies AG:

Dr. Reinhard Ploss Dominik Asam Arunjai Mittal (CEO)