CONDITIONS OF ISSUE

§ 1 
(General Provisions)

(1) Nominal Amount and Denomination. This issue by Infineon Technologies Holding B. V., Rotterdam, (the "Issuer"), a private limited liability company incorporated under the laws of The Netherlands, of 5% Guaranteed Subordinated Convertible Notes due 2010 in the aggregate nominal amount of

€700,000,000

(in words: Euro seven hundred million)

is divided into notes in bearer form with a nominal amount of €50,000 (the "Principal Amount") each, which rank pari passu among themselves (the "Notes").

(2) Form.

(a) The Notes are initially represented by a temporary global note (the "Temporary Global Note") in bearer form without interest coupons. The Temporary Global Note will be exchangeable for a permanent global note (the "Permanent Global Note", and each of the Temporary Global Note and the Permanent Global Note being referred to herein as a "Global Note") in bearer form without interest coupons. Each Global Note will be deposited with a common depositary for Euro clear Bank S. A./N. V. as operator of the Euro clear System ("Euroclear") and Clear stream Banking, société anonyme ("Clearstream", and together with Euro clear the "Clearing System"). Each Global Note shall be manually signed by two authorised representatives of the Issuer and manually authenticated by or on behalf of the Principal Paying Agent (§ 18 (1)). Definitive certificates representing individual Notes and interest coupons shall not be issued.

(b) The Temporary Global Note shall be available for exchange for the Permanent Global Note not earlier than 40 days after the issue of the Temporary Global Note. Such exchange shall only be made upon delivery of certifications to the effect that none of the beneficial owners of the Notes represented by the Temporary Global Note is a US person as defined in the US Internal Revenue Code (except that such beneficial owners may be financial institutions as defined in US Treasury Regulations Section 1.165-12 (c) (1) (v) or certain persons holding Notes through such financial institutions). Payments in respect of the Notes represented by the Temporary Global Note will be made only after delivery of such certifications.

(3) Custody and Clearing. The respective Global Note will be kept in custody by the Clearing System until all obligations of the Issuer under the Notes have been satisfied. The Notes shall be transferable by appropriate entries in securities accounts in accordance with the applicable rules of the Clearing System.

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

(1) Subordination of Payment Claims, Status of the Notes. The claims of the holders of the Notes ("Note holders") for payment of principal and interest and any other amounts arising under the Notes shall be subordinated to the claims of all other creditors of the Issuer which are senior and not subordinated. Such subordination shall mean that in any event of liquidation, bankruptcy or other proceedings to avoid bankruptcy any payment which might become due under the Notes shall be made only after all claims against the Issuer which are senior and not subordinated have been satisfied. Any right to set-off claims arising from the Notes against claims of the Issuer shall be excluded. The Notes are unsecured obligations of the Issuer ranking pari passu among themselves and at least pari passu with all other present and future unsecured and subordinated obligations of the Issuer, save for such obligations as may be preferred by applicable law.

(2) Condition Subsequent of Subordination. The subordination specified in § 2 (1) shall be subject to the condition subsequent (auflȍsende Bedingung) of the exercise of the Conversion Right (§ 7) and terminate with effect as of the Issue Date (§ 3 (1)) on the day immediately prior to the Conversion Date (§ 8 (4)) at 24 hours. The exercise of the Conversion Right (§ 7 (1)) in reliance on § 194 (1) sentence 2 of the German Stock Corporation Act (Aktiengesetz) shall not be affected by the subordination.

详细内容见附件