Supervisory Board*

The Supervisory Board advises and monitors the Management Board in its management of the entity. The Supervisory Board is informed by the Management Board regularly, comprehensively, and in a timely manner on all matters of relevance and agrees upon Infineon’s corporate strategy and its implementation with the Management Board. The Supervisory Board discusses the quarterly financial reports and reviews and approves both the Separate Financial Statements and the Consolidated Financial Statements of Infineon Technologies AG. Any major decisions made by the Management Board, such as Group-wide financial and investment planning or major acquisitions and equity investments, divestitures, and financial measures, are subject to its approval. When Supervisory Board votings end in a tie, the Chairman of the Supervisory Board has two voting rights if voting is carried out for a second time and again results in a tie. In connection with the Supervisory Board meetings, separate preliminary discussions are regularly held by the shareholder representatives and the employee representatives, in some cases without the members of the Executive Board being present.

The Supervisory Board has adopted rules of procedure for the full Board and for the work of its Investment, Finance and Audit Committee, which are published on the Company's website.

The Supervisory Board of Infineon Technologies AG comprises 16 members, with an equal number of shareholder representatives and employee representatives, as stipulated in the German Co-Determination Act. The shareholder representatives are elected by the Annual General Meeting, the employee representatives by employee delegates at Infineon’s German facilities in accordance with the German Co-Determination Act.

The Supervisory Board rules of procedure provide for the formation of five committees: the Mediation Committee, the Executive Committee, the Investment, Finance, and Audit Committee, the Nomination Committee and a Technology and Digitalization Committee. All Supervisory Board committees have an equal number of employee representatives and shareholder representatives, apart from the Nomination Committee, which consists exclusively of shareholder representatives.

The Mediation Committee, which consists of the Chairman of the Supervisory Board, the Deputy Chairman, one shareholder representative and one employee representative, submits specific recommendations to the Supervisory Board concerning the appointment of members of the Management Board if the first round of the election on the appointment does not result in the required majority of two thirds of the members of the Supervisory Board.

• Dr. Herbert Diess (Shareholder Representative, Chairman of the Committee)
• Johann Dechant (Employee Representative)
• Jürgen Scholz (Employee Representative)
• Margret Suckale (Shareholder Representative)

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

• Dr. Herbert Diess (Shareholder Representative, Chairman of the Committee)
• Margret Suckale (Shareholder Representative)
• Dr. Ulrich Spiesshofer (Shareholder Representative)

The Executive Committee consists of the Chairman of the Supervisory Board, the Deputy Chairman, two shareholder representatives and two employee representatives. The duties of this committee include preparing the decisions to be taken by the full Supervisory Board regarding the appointment or dismissal of members of the Management Board and Management Board compensation. The Executive Committee is authorized in its own capacity to make decisions with respect to contracts with members of the Management Board, except in matters involving remuneration.

• Dr. Herbert Diess (Shareholder Representative, Chairman of the Committee)
• Johann Dechant (Employee Representative)
• Dr. Friedrich Eichiner (Shareholder Representative)
• Annette Engelfried (Employee Representative)
• Margret Suckale (Shareholder Representative)
• Diana Vitale (Employee Representative)

The Investment, Finance and Audit Committee („Audit Committee“) consists of two shareholder representatives and two employee representatives.

The Audit Committee monitors the Company’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 any quarterly financial reports. 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, submits recommendations to the Supervisory Board regarding the election of the independent auditor, engages the auditor elected at the Annual General Meeting to audit the Separate Financial Statements and Consolidated Financial Statements and review any interim financial reports, specifies the key areas to be examined in audit activities jointly with the auditor and is responsible for determining the auditor’s compensation.

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.

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

• Dr. Friedrich Eichiner (Shareholder Representative, Chairman of the Committee)
• Johann Dechant (Employee Representative)
• Annette Engelfried (Employee Representative)
• Ute Wolf (Shareholder Representative)

The Technology and Digitalization Committee, which consists of four shareholder representatives and four employee representatives, deals with fundamental aspects of the company's technology and innovation, the semiconductor industry and its suppliers and customers, as well as fundamental trends and developments in the field of digitalization (digital technologies and digital transformation) and their relevance for the company.

• Dr. Herbert Diess (Shareholder Representative, Chairman of the Committee)
• Xiaoqun Clever-Steg (Shareholder Representative)
• Prof. Dr. Hermann Eul (Shareholder Representative)
• Peter Gruber (Employee Representative)
• Klaus Helmrich (Shareholder Representative)
• Dr. Susanne Lachenmann (Employee Representative)
• Melanie Riedl (Employee Representative)
• Jürgen Scholz (Employee Representative)