Infineon Technologies : Statement on Corporate Governance pursuant to sections 289f and 315d of the German Commercial Code (HGB)

Infineon Technologies AG	1
Statement on Corporate Governance for the 2023 fiscal year

Statement on Corporate Governance pursuant to sections 289f and 315d of the German Commercial Code (HGB)

Declaration of Compliance with the German Corporate Governance Code for the 2023 fiscal year by the Management Board and Super­ visory Board of Infineon Technologies AG pursuant to section 161 of the German Stock Corporation Act (AktG)

Declaration of Compliance pursuant to section 161 AktG

In November 2023, the Management Board and Supervisory Board issued the following declaration pursuant to section 161 AktG:

• Since submitting its most recent Declaration of Compliance in November 2022, Infineon Technologies AG has complied with all recommendations set out in the German Corporate Governance Code in the version dated 28 April 2022 and will continue to do so in the future.

Suggestions contained in the German Corporate Governance Code

The Company complies with all legal requirements and all recommendations of the German Corporate Governance Code (Deutscher Corporate Governance Kodex - "DCGK"). Moreover, it complies voluntarily with the non-mandatory suggestions ­contained in the DCGK, with the exception of suggestions A.8 and G.14.

According to suggestion A.8, in the event of a takeover offer, the Management Board should convene an extraordinary general meeting to give shareholders the opportunity to discuss the offer and, if necessary, decide on corporate action. Calling a general meeting of the shareholders constitutes a major organizational challenge for a listed public company - even taking into account the shorter time limits stipulated by law in a takeover situation. It is questionable as to whether the related effort can be justified if there is no intention to pass relevant resolutions at the meeting. An extraordinary general meeting should therefore only be convened in indicated cases.

According to suggestion G.14, commitments to benefits in the case of early termination of a Management Board member's service contract due to a change of control should not be agreed upon. However, the service contracts with Infineon Management Board members contain change-of-control clauses in line with standard market practice.

Relevant disclosures in respect of corporate governance practices

Fundamentals of the Company's governing constitution

Infineon Technologies AG has its registered office in Neubiberg (Germany), and is entered in the Commercial Register of the Munich Local Court under HRB 126492. As a stock corporation under German law, the Company has three corporate bodies - the Annual General Meeting, the Management Board and the Supervisory Board. The duties of these bodies derive primarily from the AktG and from the Company's Articles of Association, which are published on the Infineon website. The object of the Company is stated as direct or indirect activity in the area of research, development, ­manufacture and marketing of electronic components, electronic systems and soft- ware, as well as the performance of services related thereto.

Shareholders make their decisions at the Annual General Meeting, which is held at least once a year and can be organized either as a physical or a virtual meeting. Each share carries one vote. Shareholders can attend the Annual General Meeting if they are entered in the share register and have duly registered for the meeting. The Annual General Meeting decides on issues assigned to it by law, most notably the appropriation of profit, the approval of the acts of the Management Board and the Supervisory Board, the election of the auditor, corporate contracts, and amendments to the Articles of Association. Shareholders are entitled to put forward proposals and also have

a comprehensive right to speak and raise questions at the Annual General Meeting.

Infineon Technologies AG

Statement on Corporate Governance for the 2023 fiscal year

Furthermore, subject to certain conditions, they have the right to challenge resolutions of the Annual General Meeting, request an extraordinary judicial review and claim damages from corporate bodies of the Company on behalf of the Company. All documents and information relating to the Annual General Meeting are available on the Infineon website. The Infineon Investor Relations department can be contacted throughout the year, both by telephone and electronically, to ensure the exchange of information between the Company and its shareholders.

The AktG envisages a two-tier administrative system for companies, comprising a Management Board to manage the company and a Supervisory Board to control the Management Board. The Management Board is fully responsible for the running of the company. Within this framework, the role of the Supervisory Board is to monitor and advise the Management Board. The Supervisory Board appoints the Management Board members and can, at any time, revoke an appointment for good cause. The Management Board keeps the Supervisory Board informed on a regular, comprehensive and timely basis. For specified measures, the Management Board requires the approval of the Supervisory Board.

Standards for good and responsible corporate governance

The Management Board and Supervisory Board of Infineon Technologies AG are of the opinion that the responsible, transparent and value-oriented management of an enterprise requires a comprehensive corporate governance concept. Good corporate governance contributes towards increasing the value of the business on a sustainable basis while at the same time fostering trust in our entity among national and international investors, the financial markets, business partners, employees and the general public. The Management Board, the Supervisory Board and other levels of management ensure that corporate governance is actively practiced and continuously developed throughout the entity. At Infineon, corporate governance encompasses not only the DCGK but also compliance - particularly Infineon's Business Conduct Guidelines, its Corporate Governance Principles and the standards underlying its Internal Control System.

In addition, we consider it to be good corporate governance practice for the Company not to grant loans to Management Board or Supervisory Board members.

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Business Conduct Guidelines

We conduct our business responsibly and in compliance with legal requirements and administrative regulations and have established various guidelines that contribute towards achieving this objective. As one of the key elements of our corporate governance system, the Infineon Technologies AG Business Conduct Guidelines are pub-

lished online athttp://www.infineon.com/cms/en/about-infineon/investor/corporate-governance/compliance/business-conduct-guidelines/and are mandatory for the Management Board and all employees worldwide. In particular, they include regulations on compliance with the law, interaction with business partners and third parties, the avoidance of conflicts of interest, the use of company assets, data and information, environmental protec- tion, and health and safety topics. Also included are regulations relating to the handling of complaints and communications relating to violations of the Business Conduct Guidelines and other mandatory rules at Infineon. In order to convey the principles of the Business Conduct Guidelines, all members of the Management Board, as well as all employees, are required to participate in an online training program on a regular basis.

Corporate Compliance Officer and Compliance Panel

Infineon maintains an independent Compliance Office, which underlines Infineon's clear commitment to absolute compliance with the law and to maintaining ethical standards that protect the legitimate interests of employees, suppliers, customers and shareholders and safeguard Infineon's reputation while nevertheless taking account of its needs. In addition to meeting the compliance objectives of preventing misconduct, knowledge transfer of desired behavior and risk mitigation, compliance is promoted with a view to strengthening Infineon's image as a reliable and fair business partner in the long term and thus contributing to its overall success.

Infineon Technologies AG's Corporate Compliance Officer reports directly to the Chief Financial Officer (CFO). The Corporate Compliance Officer is responsible for the continuous development of the global Compliance Management System based on a risk analy- sis. This includes the coordination and implementation of specific measures to mitigate identified risks. The Corporate Compliance Officer and the compliance team create guidelines, advise employees, receive complaints and tip-offs, including those made anonymously, and lead investigations aimed at clarifying compliance-related cases.

Infineon Technologies AG	3
Statement on Corporate Governance for the 2023 fiscal year

In addition, the Corporate Compliance Officer conducts regular mandatory training for employees on a range of compliance topics, most notably antitrust law and the prevention of corruption. In collaboration with the Legal department, training is provided to all members of the senior management of Infineon Group companies on specific compliance and legal/governance topics.

The Corporate Compliance Officer is supported by regional Compliance Officers and compliance specialists. The Company has also established a Compliance Panel

comprising­ managers from the Legal, Human Resources, Internal Audit and Security departments and the Corporate Compliance Officer. The primary task of the panel is to deliberate on the current status of compliance throughout the Group and to ­discuss key issues relevant for the continuous improvement of the compliance system. A whistleblowing system has been implemented as an important component of the compliance system. Infineon employees can contact the Integrity Line, the Corporate Compliance Officer and/or the regional Compliance Officers on a confidential basis (also anonymously) to report any possible non-compliance with internal guidelines and applicable laws. The Corporate Compliance Office follows up on every item of information communicated and, sometimes in collaboration with the Compliance Panel, decides whether to initiate an internal investigation.

The effectiveness of the Compliance Management System in place at audited Group companies is ensured by means of regular internal as well as external audits.

Risk management

The Management Board sees the systematic and effective management of risks and opportunities as an important part of good corporate governance and a key success factor for our business. The system in place ensures that risks and opportunities are detected at an early stage and risk exposures are minimized. The transparency of the Group's risk profile contributes to the systematic and continuous growth in Infineon's value. The Investment, Finance and Audit Committee of the Supervisory Board, for its part, monitors the situation to ensure that a regular review is conducted of the appropriateness and effectiveness of the Risk and Opportunity Management System and of the Internal Control System.

Details of risk management at Infineon are presented in the Annual Report in the "Risk and opportunity report" contained in the Combined Management Report, including an in-depth description of risk and opportunity management as well as the Internal Control System at Infineon.

D&O insurance

The Company maintains a directors' and officers' group liability insurance policy ("D&O insurance"). The D&O insurance policy covers personal liability in the event that claims for losses incurred are brought against members of the Management Board and Supervisory Board and other specified managers and employees in the course of the performance of their duties. In accordance with section 93, paragraph 2, AktG, a deductible of 10 percent of the loss of up to one-and-a-half times the annual fixed remuneration of the Management Board member concerned has been agreed in the D&O policy, which can be insured by Management Board members themselves. No deductible has been agreed for Supervisory Board members.

Financial reporting and audit

Since the 2009 fiscal year, Infineon Technologies AG has prepared its Consolidated Financial Statements exclusively in accordance with International Financial Reporting Standards (IFRS) as applicable in the EU. The Separate Financial Statements of Infineon Technologies AG are prepared in accordance with the HGB. The Separate and Consolidated Financial Statements of Infineon Technologies AG and the Combined Management Report ("Lagebericht") are published within 90 days of the end of the fiscal year upon approval by the Supervisory Board.

The Separate and Consolidated Financial Statements of Infineon for the 2023 fiscal year were audited by KPMG AG Wirtschaftsprüfungsgesellschaft (KPMG), Munich, Germany. The audit also considered Infineon's system for the early identification of risks as well as the submission of the Declaration of Compliance pursuant to section 161 AktG.

In addition, KPMG performed a review of the Half-Year Financial Report pursuant to section 115, paragraph 5 of the German Securities Trading Act (WpHG). Prior to pub­ lication, the Half-Year Financial Statements, the Separate Financial Statements and the Consolidated Financial Statements were discussed in detail by the Management Board with the Supervisory Board's Investment, Finance and Audit Committee.

Infineon Technologies AG

Statement on Corporate Governance for the 2023 fiscal year

German law requires the Management Board to draw up a Responsibility Statement ("Bilanzeid"). The information required for this purpose is confirmed to the Management Board internally by senior executives bearing management responsibility.

The EU Audit Regulation makes it mandatory for audit firms to rotate on a regular basis, so KPMG's mandate as auditor to Infineon cannot be extended beyond the 2023 fiscal year. Following the completion of the public tendering process conducted by the Investment, Finance and Audit Committee of the Supervisory Board in the 2022 fiscal year, the Supervisory Board decided to propose to the 2024 Annual General Meeting that Deloitte Wirtschaftsprüfungsgesellschaft, Munich, serve as auditor for the 2024 fiscal year. The shareholders will decide whether to appoint Deloitte as the auditor at the Annual General Meeting in February 2024.

Reporting

Infineon reports four times a year on business developments and its business situation, according to a defined financial calendar. The members of the Management Board inform shareholders, analysts, the media and the general public about the quarterly and annual results. Our comprehensive investor relations service features regular meetings and telephone and video conferences with analysts and institutional ­investors. Reports, notices and disclosures are generally available on our website

( www.infineon.com )in both German and English.

Infineon Technologies AG also issues ad hoc announcements in addition to its regular reporting to make known information that is not in the public domain and the disclosure of which is deemed to have a significant impact on the value of the Infineon share.

The Company has a Disclosure Committee comprising experienced managers from the Investor Relations, Communication, Finance, Financial Reporting and Account- ing, Controlling, Tax and Legal departments. The Disclosure Committee reviews the publication of specified financial figures and data and other material information in conjunction with regular financial reporting and ad hoc announcements.

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Reportable transactions in financial instruments ("Managers' Transactions")/Shareholdings of members of the Management Board and Supervisory Board

Persons with executive responsibilities (in Infineon's case, members of the Management Board and the Supervisory Board) and certain parties related to them are required by law to notify the Company as well as the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - "BaFin") of their own transactions involving Company shares, Company debt securities or related financial instruments within three business days. This requirement only applies, however, if the total value of the transactions made by a person subject to notification requirements amounts to €20,000 or more within a given calendar year. The Company is obliged to publish the notifications it receives without undue delay and no later than two business days after receipt of the notification and have them recorded in the Company Register. Such notifications are also reported to BaFin.

Share-based programs for employees and Management Board members

The plans relating to our share-basedprograms can be viewed on the Infineonwebsite www.infineon.com/cms/en/about-infineon/investor/corporate-governance/#remuneration.

As an element of the long-term remuneration of management and selected Infineon employees worldwide, a Performance Share Plan (PSP) was again applied in the 2023 fiscal year. The same plan applies to members of the Management Board, whereby the latter - unlike other plan participants - have a contractual entitlement to participate in the plan. The principal conditions of the plan for Management Board members are described in the Remuneration Report, which is available on the Infineon website ( www.infineon.com/remuneration-report ).The same conditions essentially apply to other PSP participants. The rules differ only with respect to a personal investment in Infineon shares, which is mandatory in some cases, and in the event of premature contract termination.

In addition, Infineon offers a so-called Restricted Stock Unit Plan (RSUP) for managers and selected employees worldwide.

Infineon Technologies AG

Statement on Corporate Governance for the 2023 fiscal year

Sustainability

Infineon combines entrepreneurial success with responsible action. We place great value on the careful use of natural resources and provide solutions for key societal challenges, including the efficient use of energy, environmentally compatible mobility and security in a connected world.

We understand sustainability as a symbiosis between economy, ecology and social engagement, continuously respecting and recognizing the importance of cultural diversity. This is reflected in our Corporate Social Responsibility (CSR) Policy that sets out guidelines for responsible and sustainable business operations based on the fulfillment of the legal requirements where we operate and the voluntary commitment to follow the ten principles of the UN Global Compact, which we signed in 2004. Fur- thermore, internal rules and requirements, voluntary engagement, as well as the requirements of our customers and investors, form an additional framework for our approach. Further information can be found on our website ( www.infineon.com/csr )and in the "Sustainability at Infineon" report ( www.infineon.com/sustainability_reporting ).

Sustainability matters are primarily the responsibility of the Chief Digital Transformation Officer at Management Board level, with reporting and risk management issues being the responsibility of the Chief Financial Officer. The Company has also set up a Corporate Social Responsibility (CSR) Board, a cross-functional committee that meets on a regular basis. The main members of this committee, apart from the Chief Digital Transformation Officer and the Chief Financial Officer, are the managers

(or their representatives) of those central departments and corporate functions in Infineon that deal with sustainability topics. The primary tasks of the CSR Board are to advise on key sustainability topics (such as climate strategy, diversity, the EU taxonomy, and sustainability-related supply chain topics such as the German ­Supply Chain Due Diligence Act designed to prevent human rights abuses in supply chains), to coordinate efforts, and make decisions or prepare for decisions to be taken by the Management Board.

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In its monitoring and advisory role to the Management Board, the Supervisory Board also concerns itself with sustainability issues. These are discussed not only at meetings of the full Supervisory Board but also in its committees. The Strategy and Techno­ logy Committee addresses, among other things, issues relating to Infineon's sustainability strategy. The Executive Committee, when determining the Management Board remuneration system and making decisions about targets, target curves and target achievement in relation to variable remuneration for the Management Board, also takes ESG (Environmental, Social and Governance) factors into account. Finally, the Invest- ment, Finance and Audit Committee monitors all sustainability reporting requirements­. The majority of Supervisory Board members have distinctive expertise in the area

of sustainability. Notable experts in ESG matters are Margret Suckale due to her educational background and her previous professional positions (social & governance) and Dr. Herbert Diess because of his valuable expertise with respect to electromobility (environmental). Dr. Diess has also been able to build up considerable expertise

in other future-oriented topics such as solar energy, renewable energies and, in this context, the environment in recent years.

Description of the mode of operation of the Management Board and the Supervisory Board and the composition and mode of operation of their committees

Management Board

Mode of operation of the Management Board

The Management Board is the Company's executive body and has overall responsi­ bility for the management of the Company. It is obliged, within the framework of the law, to serve the Company's interests and thereby pursue the goal of sustainably increasing Infineon's value, taking into account the interests of all stakeholders.

It determines Infineon's commercial objectives, strategy and corporate policy and defines how the Group is organized.

Infineon Technologies AG

Statement on Corporate Governance for the 2023 fiscal year

The Management Board members are required to disclose any conflicts of interest to the Supervisory Board without delay. No conflicts of interest arose in connection with Management Board members during the 2023 fiscal year.

Prior to Management Board members assuming sideline activities, and particularly supervisory board mandates outside the Company, the DCGK requires that per­ mission be given by the Supervisory Board. No conflicts of interest were discernible in the mandates assumed.

Collaboration between the Management Board and the Supervisory Board is coordinated by the Chief Executive Officer (CEO). The CEO maintains regular contact with the Chair of the Supervisory Board, informing him*her immediately about major events that are of material significance for an assessment of Infineon's position and development and for the management of the Group.

Irrespective of this, the Management Board provides the Supervisory Board with reg- ular, timely and comprehensive updates on all issues relevant to Infineon, especially those relating to strategy, corporate planning, business performance, the economic situation, financial and investment planning, Infineon's risk profile, risk management and compliance and other risk functions. The Management Board primarily meets its information and reporting obligations to the Supervisory Board by submitting reports at the Supervisory Board's ordinary meetings. The documents required for making decisions are provided to the Supervisory Board in good time before the meetings. When necessary, the Management Board also reports to the Supervisory Board on the current business situation in additional extraordinary meetings.

With the consent of the Supervisory Board, the Management Board has adopted rules of procedure which are published on the Infineon website. These rules include the specific measures and transactions undertaken by the Management Board that require the approval of the Supervisory Board.

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Composition of the Management Board

Infineon Technologies AG's Management Board currently comprises five members and is composed of four men (80 percent) and one woman (20 percent), all within the

50+ age group. The Management Board comprises the following:

Name		Position		Year of		Initial		End of current
				birth		appointment		term of office
Jochen Hanebeck (Chairman)		Chief Executive Officer	1968	2016		31 March 2027
Elke Reichart		Chief Digital
		Transformation Officer		1965		2023		31 October 2026
Dr. Sven Schneider		Chief Financial Officer		1966		2019		30 April 2027
Andreas Urschitz		Chief Marketing Officer		1972		2022		31 May 2025
Dr. Rutger Wijburg		Chief Operations Officer		1962		2022		31 March 2025

Further information, including details of memberships on supervisory boards and other comparable domestic and foreign supervisory bodies of commercial enter- prises, is published on the Infineon website.

Management Board committees/Areas of responsibility

Management Board committees may be formed to carry out specific examinations and to prepare and implement Management Board resolutions. There are currently no Management Board committees.

Notwithstanding the principle of the overall responsibility of Management Board members and their obligation to cooperate as colleagues and to inform and monitor one another, a schedule of responsibilities has been drawn up for the Management Board specifying the various areas of responsibility allocated to each individual mem- ber. Each member of the Management Board is authorized to manage business matters on their own within the scope of the duties assigned to them in the schedule of responsibilities; this does not, however, constitute a sole power of representation. The Management Board's rules of procedure - and, in addition, the internal Corporate Governance Principles - define key areas of responsibility and topics on which only the Management Board as a whole may make decisions.

Infineon Technologies AG

Statement on Corporate Governance for the 2023 fiscal year

Supervisory Board

Mode of operation of the Supervisory Board

The Supervisory Board advises and monitors the Management Board in its management of the business. This advisory and monitoring role also applies notably to sus­ tainability­ issues. The Supervisory Board cooperates closely and in a spirit of trust with the Management Board for the benefit of the Group. The Supervisory Board is informed by the Management Board on a regular, timely and comprehensive basis on all matters of relevance for the Group and agrees upon Infineon's corporate strategy and its implementation with the Management Board. The Supervisory Board discusses the financial reports. It also reviews and approves the Separate and Consolidated Financial Statements of Infineon Technologies AG. Any major decisions made by the Management Board, such as Group-wide financial and investment planning, major acquisitions and equity investments, divestitures, and financial measures, are subject to the Supervisory Board's approval.

If a Supervisory Board vote ends in a tie, the Chair of the Supervisory Board has two votes if voting is held for a second time and again results in a tie. The shareholder representatives and employee representatives each hold separate preliminary meetings to prepare for the ordinary Supervisory Board meetings. The Supervisory Board also meets regularly without the members of the Management Board being present.

The Chair of the Supervisory Board may hold discussions with investors on Supervisory­ Board-related matters. Whenever such discussions take place, the Chair of the Super­ visory Board reports on their main content at the next meeting of the full Supervisory Board. In addition, the Supervisory Board has also issued a guideline regarding its communication with investors.

The Supervisory Board assesses at regular intervals how effectively the Supervisory Board as a whole and its committees fulfill their tasks. Following the most recent examination, which took place in the 2022 fiscal year with the support of a reputed external consultant and involved personal interviews with all members of the Supervisory Board and Management Board, an internal questionnaire was circulated in the 2023 fiscal year. This was used primarily to monitor to what extent the topics discussed with the external consultant in the 2022 fiscal year had been addressed and

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what action had been taken. The results of the survey were subsequently debated at a Supervisory Board meeting held on 7 August 2023 and will be explored in more detail at a separate one-day Supervisory Board workshop. No major deficits were identified. However, there were detailed discussions on, among other topics, the deep­ ening of certain areas of responsibility in the Supervisory Board, the relationship between the committees and the full Supervisory Board, and an even more intensive involvement of the Supervisory Board in strategic issues.

Supervisory Board members are required to disclose any conflicts of interest to the Supervisory Board without delay. No conflicts of interest arose in connection with Supervisory Board members during the 2023 fiscal year.

The Supervisory Board members are responsible for ensuring they undergo the basic and further training required to perform their tasks. They receive appropriate support from the Company in this respect. For example, in-house training sessions are held on specific subjects. Two of the subjects covered in the 2023 fiscal year included the EU taxonomy and new regulatory developments at a national and European level.

In addition, a comprehensive onboarding program is offered for new members of the Supervisory Board.

The Supervisory Board has drawn up rules of procedure for the full Supervisory Board, and the Investment, Finance and Audit Committee has done the same for its activity. These rules of procedure are published on the Infineon website.

Composition of the Supervisory Board

The Supervisory Board of Infineon Technologies AG currently comprises 16 members and includes an equal number of shareholder representatives and employee repre- sentatives, as stipulated in the German Co-Determination Act (MitbestG). The shareholder representatives are elected by the Annual General Meeting, while the employee representatives are elected by employee delegates of Infineon's facilities within ­Germany in accordance with the MitbestG. According to the law, the maximum term of office for Supervisory Board members is approximately five years. The Supervisory Board does not comprise any former members of the Management Board of Infineon Technologies AG. The composition of the Supervisory Board is currently 43.75 percent women and 56.25 percent men.

Infineon Technologies AG

Statement on Corporate Governance for the 2023 fiscal year

Supervisory Board committees

The Supervisory Board's rules of procedure provide for the formation of five commit- tees: the Mediation Committee (also required by law); the Executive Committee; the Investment, Finance and Audit Committee; the Strategy and Technology Committee; and the Nomination Committee (the latter as recommended in the DCGK). All Super­ visory Board committees comprise an equal number of shareholder representatives and employee representatives, apart from the Nomination Committee, which consists exclusively of shareholder representatives.

The Mediation Committee, which consists of the Chair of the Supervisory Board, the Deputy Chair and one further representative of the shareholders and employees, respectively, submits specific recommendations to the Supervisory Board concerning the appointment of Management Board members if the first round of the election regarding the appointment does not result in the required two-thirds majority of Supervisory Board members.

The Executive Committee consists of the Chair of the Supervisory Board, the Deputy Chair and two further representatives of the shareholders and employees respec- tively. The duties of this committee include preparing decisions to be taken by the full

Supervisory Board regarding the appointment or dismissal of Management­Board members as well as issues relating to the remuneration of the Management Board. In this context, when determining the variable remuneration for the Management Board, the Executive Committee also takes ESG factors into account when making its decisions about targets, target curves and target achievement. The Executive Committee­ is authorized in its own capacity to make decisions with respect to service contracts­

with Management Board members, except in matters involving remuneration.

The Investment, Finance and Audit Committee ("Audit Committee") comprises two shareholder representatives and two employee representatives.

Due to his many years of service as chief financial officer of BMW AG and chairman of the audit committee of Allianz SE, the Chairman of the Audit Committee, Dr. Friedrich Eichiner, is known for his expertise in accounting (i.e., specific knowledge and extensive

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experience of the application of accounting principles and in internal control systems and risk management systems), as well as in the audit process, including sustainability reporting and the related assurance engagement. As a result, Dr. Friedrich Eichiner qualifies as a financial expert within the meaning of section 100, paragraph 5, AktG and recommendation D.3, DCGK.

Ute Wolf, a member of the Audit Committee, is also known for her expertise in account­ ing and reporting. Due to her many years of service as the former chief financial officer of Evonik Industries AG and her current function as the chair of the audit committee of Klöckner & Co. SE and of the risk and audit committee of DWS Group GmbH & Co. KgaA, Ute Wolf has diverse and in-depth management experience. Other skills include specific knowledge of and extensive experience in the application of accounting ­principles, internal control systems, risk management systems and the audit process, including sustainability reporting and related assurance engagement. As a result, Ute Wolf qualifies as a financial expert within the meaning of section 100, paragraph 5, AktG and recommendation D.3 DCGK.

Finally, within the full Supervisory Board, Dr. Manfred Puffer and Dr. Ulrich Spiesshofer also have relevant financial expertise due to their educational background and many years of service on the management boards of large companies.

The Audit Committee monitors Infineon's financial reporting process and discusses and examines the Separate Financial Statements and Consolidated Financial Statements prepared by the Management Board as well as the half-yearly and quarterly financial statements. It gives recommendations with respect to the approval of the Separate Financial Statements and Consolidated Financial Statements by the Supervisory Board based on the independent auditor's report. The Audit Committee submits recommendations to the Supervisory Board regarding the election of the auditor, engages the auditor elected by the Annual General Meeting to audit the Separate Financial Statements and Consolidated Financial Statements and perform a review of the interim financial reports, specifies key areas to be examined in audit activities jointly with the representative of the auditor, reviews the quality of the audit on a regular basis and is responsible for determining the auditor's remuneration. The Audit Committee

Infineon Technologies AG	9
Statement on Corporate Governance for the 2023 fiscal year

monitors the independence of the auditor and decides in this context on the appro­ priateness­ and scope of non-audit services. The Chair of the Audit Committee also maintains a regular dialog with the auditor and the Chief Financial Officer outside the committee meetings.

The Audit Committee also prepares the resolution of the Supervisory Board on the Non-FinancialDeclaration/Non-Financial Report and, in addition, on the assurance engagement relating to the Non-FinancialDeclaration/Non-Financial Report and the Remuneration Report. The Audit Committee also issues the relevant audit man- dates. Furthermore, the Audit Committee monitors all the requirements relating to sustainability reporting.

Furthermore, the Audit Committee is responsible for discussing compliance issues. The Management Board and the Corporate Compliance Officer report regularly to the Audit Committee on the structure and work of the compliance organization and any compliance cases arising.

Other matters addressed by the Audit Committee include monitoring the appropriateness and effectiveness of the Internal Control System, the Internal Audit System and the Risk Management System. Internal Audit reports regularly to the Audit Committee.

A report is prepared on an annual basis for the Audit Committee on the topic of cyber and information security. This report sets out current developments, risks, risk ­reduction measures and, if relevant, the results of external reviews and certifications. It also includes relevant events and their impact on Infineon in the reporting period (such as cyber incidents at Infineon, critical vulnerabilities, general cyber-attacks or incidents, and the security situation).

Other regular reports submitted to the Audit Committee relate to tax compliance, Environment/Safety/Health (including supply chain requirements), export control and data protection. It also receives reports on other relevant legal and regulatory topics.

Finally, the Audit Committee is responsible for the Supervisory Board's approval of certain equity and debt capital measures, always ensuring that the full Supervisory Board is provided with comprehensive information about any such measures.

Every member of the Audit Committee may request information via the committee chair directly from the managers of those central functions of the Company who are responsible for the tasks that relate to the work of the committee. The committee chair must pass on the information gathered to all members of the committee. If information is gathered, the members of the Management Board must be notified without delay.

In each of its ordinary meetings, the Audit Committee consults with the representative of the auditor, even when members of the Management Board are not present. The same applies to meetings of the full Supervisory Board, where audit-related topics are addressed in the presence of a representative of the auditor.

The Strategy and Technology Committee, which consists of three shareholder

­representatives and three employee representatives, concerns itself with Infineon's business strategy, including issues relating to its sustainability strategy, and key technology issues.

The Nomination Committee, which consists of the Chair of the Supervisory Board and two further shareholder representatives, proposes to the Supervisory Board suitable candidates for recommendation to the Annual General Meeting.

All committees regularly submit detailed reports on their work to the full Supervisory Board.

Further information regarding the current composition of the Management Board, the Supervisory Board and the Supervisory Board's committees can be found in note 30 to the Consolidated Financial Statements.

Infineon Technologies AG

Statement on Corporate Governance for the 2023 fiscal year

Attendance at meetings

The individual attendance of members of the Supervisory Board at meetings is shown in the table below:

				Attendance at		Attendance
				meetings		in %
Full Supervisory Board
Dr. Herbert Diess (since 16 February 2023, Chairman of the Supervisory Board)		6/6		100%
Xiaoqun Clever-Steg		9/9		100%
Johann Dechant		9/9		100%
Dr. Wolfgang Eder (until 16 February 2023, Chairman of the Supervisory Board)		3/3		100%
Dr. Friedrich Eichiner		9/9		100%
Annette Engelfried		9/9		100%
Peter Gruber		9/9		100%
Klaus Helmrich (since 16 February 2023)		6/6		100%
Hans-Ulrich Holdenried (until 16 February 2023)		3/3		100%
Dr. Susanne Lachenmann		9/9		100%
Géraldine Picaud (until 2 February 2023)		2/2		100%
Dr. Manfred Puffer		7/9		77.78%
Melanie Riedl		9/9		100%
Jürgen Scholz		9/9		100%
Dr. Ulrich Spiesshofer		9/9		100%
Margret Suckale		9/9		100%
Mirco Synde		9/9		100%
Diana Vitale		8/9		88.89%
Ute Wolf (since 22 April 2023)		4/4		100%
Mediation Committee (no meetings)
Nomination Committee
Dr. Herbert Diess (since 16 February 2023, Chairman of the Committee)			3/3		100%
Dr. Friedrich Eichiner			6/6		100%
Dr. Wolfgang Eder (until 16 February 2023)			3/3		100%
Géraldine Picaud (until 2 February 2023)			2/2		100%
Dr. Manfred Puffer (until 16 February 2023)			3/3		100%
Margret Suckale			6/6		100%

10

		Attendance at		Attendance
		meetings		in %
Executive Committee
Dr. Herbert Diess (since 16 February 2023, Chairman of the Committee)		4/4		100%
Dr. Wolfgang Eder (until 16 February 2023)		2/2		100%
Johann Dechant		6/6		100%
Dr. Friedrich Eichiner (since 16 February 2023)		4/4		100%
Annette Engelfried		6/6		100%
Hans-Ulrich Holdenried (until 16 February 2023)		2/2		100%
Margret Suckale		6/6		100%
Diana Vitale		6/6		100%
Investment, Finance and Audit Committee
Dr. Friedrich Eichiner (Chairman of the Committee)		5/5		100%
Johann Dechant		5/5		100%
Dr. Wolfgang Eder (until 16 February 2023)		2/2		100%
Annette Engelfried		5/5		100%
Ute Wolf (since 22 April 2023)		3/3		100%
Strategy and Technology Committee
Dr. Herbert Diess (since 16 February 2023, Chairman of the Committee)		1/1		100%
Xiaoqun Clever-Steg		3/3		100%
Dr. Wolfgang Eder (until 16 February 2023)		2/2		100%
Peter Gruber		3/3		100%
Dr. Susanne Lachenmann		3/3		100%
Jürgen Scholz		3/3		100%
Dr. Ulrich Spiesshofer		3/3		100%

Remuneration of the Management Board and Supervisory Board

Details of Management Board and Supervisory Board remuneration in the 2023 fiscal year are presented in the detailed Remuneration Report (www.infineon.com/remuneration-­report )and in the description of the remuneration systems for the Management

Board and Supervisory Board( www.infineon.com/management-board-remuneration-system andwww.infineon.com/supervisory-board-remuneration-system ).