C. Avoiding Conflicts of Interest

The Company considers it important to prevent its Infineon-Employees from succumbing to conflicts of interest or of loyalty in their professional activities. Such conflicts can come about if an Infineon-Employee is active on behalf of or has interests in another company. The following rules thus apply for all of us.

C 1. Prohibition of Competition

It shall be prohibited to operate a company or other business which competes with Infineon Technologies AG or any of its Group Companies.

C 2. Interests Held in Companies

I. Definitions

" Associated Companies" are companies in which Infineon Technologies AG is entitled to more than 20 % up to a maximum of 50 % of the voting rights, whether directly or indirectly.

" Business Partner's Enterprises" are companies that have customer, supplier or other business relationships with or have entered into or have concrete intentions of entering into another co-operation with Infineon Technologies AG or one of its Group Companies.

" Group Companies" are companies in which Infineon Technologies AG is entitled to the majority of the voting rights, whether indirectly or directly.

" Venture Companies" are companies that are typically involved in high risk business with great potential, and for which the capital was made or is intended to be made available by Infineon Technologies AG directly or indirectly, in whole or in part.

" Competing Companies" are companies that compete with Infineon Technologies AG or one of its Group Companies, whether in whole or in part.

II. Interests Held in Companies Not Listed on the Stock Exchange

It is not permitted to hold interests in a Competing Company not listed on the stock exchange.

Prior permission is required to hold interests in the following non Competing Companies not listed on the stock exchange:

• Business Partner’s Enterprises;

• Group Companies;

• Associated Companies;

• Venture Companies
  
  

if the Infineon-Employee is in a position to exert an influence upon the business policy of Infineon Technologies AG or its Group Companies with regard to said company.

The approval has to be obtained from the respective Human Resource Department, has to be documented in writing and has to be signed by the respective Member of the Management Board or the Chief Executive Officer/Managing Director of the respective Group Company.

Any of the aforementioned interests hold by close family (spouses, children and domestic partners sharing the same address) must be communicated to the HR Department.

III. Interests Held in Companies Listed on the Stock Exchange

Interest held in a listed

• Group or Associated Company

or a listed 

• Competing Company

• Business Partner’s Enterprise

• Venture Company
  
  

is permitted when the interest, including interest held by close family (spouses, children, and domestic partners sharing the same address), does not exceed 0,1 % of the capital stock.

An investment of more than 0,1 % of the capital stock requires an approval if the Infineon-Employee is in a position to exert an influence upon the business policy of Infineon Technologies AG or its Group Companies with regard to said company. The approval has to be obtained from the respective Human Resource Department, has to be documented in writing, and has to be signed by the respective Member of the Management Board or the Chief Executive Officer/Managing Director of the respective Group Company.

C 3. Sideline Work

Any employee who intends to begin paid sideline activities must inform the HR Department beforehand in writing. New hires must inform the HR department about any existing sideline work. Permission for such activitiy may be denied if it leads to a decrease in work performance, contradicts the Infineon-Employee's duties within the Company, or threatens to present a conflict of interest. Occasional writing activities, lectures, and comparable occasional activities are not deemed to be sideline activities.

Exceptions to this rule in certain countries (e.g. USA) have to be agreed upon by the Corporate Compliance Officer (also see I. North American Addendum).
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4. Use of Corporate Opportunities

No Infineon-Employee shall take personal advantage of a business opportunity that he or she becomes aware of as a result of his or her working for the Company, unless such business opportunity has first been offered to the Company and rejected by the Company. Any such business opportunity should be presented first to the supervisor of the Infineon-Employee’s manager. The Company will respond promptly to any such opportunity presented.