Obligation Infineon Tech 2% ( XS2194192527 ) en EUR

Infineon Tech

100 % ▲

Allemagne

XS2194192527 ( en EUR )

2% par an ( paiement annuel )

24/06/2032 - Obligation échue

Prospectus brochure de l'obligation Infineon Technologies XS2194192527 en EUR 2%, échue

Infineon Technologies est un fabricant allemand de semi-conducteurs spécialisé dans les systèmes de puissance, les capteurs, les contrôleurs et les solutions de sécurité.

L'Obligation émise par Infineon Tech ( Allemagne ) , en EUR, avec le code ISIN XS2194192527, paye un coupon de 2% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 24/06/2032

Base Prospectus 12 May 2021
This document constitutes two base prospectuses for the purposes of Art. 8(1) of Regulation (EU) 2017/1129 of the
European Parliament and of the Council of 14 June 2017 (the Prospectus Regulation): (i) the base prospectus of
Infineon Technologies AG in respect of non-equity securities within the meaning of Art. 2(c) of the Prospectus
Regulation (Non-Equity Securities) and (ii) the base prospectus of Infineon Technologies Finance B.V. in respect
of Non-Equity Securities (together, the Prospectus).
Infineon Technologies AG
(Neubiberg, Federal Republic of Germany)
as Issuer and, in respect of Notes issued by
Infineon Technologies Finance B.V., as Guarantor
Infineon Technologies Finance B.V.
(Rotterdam, the Netherlands)
as Issuer
EUR 8,000,000,000
Debt Issuance Programme
(the Programme)
This Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur Financier (the CSSF)
as competent authority under the Prospectus Regulation. The CSSF only approves this Prospectus as meeting the
standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval
should not be considered as an endorsement of the issuer or of the quality of the notes issued under the Programme
(the Notes) that are the subject of this Prospectus. Investors should make their own assessment as to the suitability
of investing in the Notes.
Each Issuer has requested the CSSF in its capacity as competent authority under the Prospectus Regulation and the
Luxembourg act relating to prospectuses for securities dated 16 July 2019 (Loi du 16 juillet 2019 relative aux
prospectus pour valeurs mobilières the Luxembourg Law) to provide the competent authority in the Federal
Republic of Germany with a certificate of approval attesting that the Prospectus has been drawn up in accordance
with the Prospectus Regulation (Notification). Each Issuer may request the CSSF to provide competent authorities
in additional Member States within the European Economic Area with a Notification. By approving a prospectus,
the CSSF shall give no undertaking as to the economic and financial soundness of the operation or the quality or
solvency of each issuer pursuant to article 6(4) Luxembourg Law.
Application has been made to list Notes on the official list of the Luxembourg Stock Exchange and to admit Notes
to trading on the Luxembourg Stock Exchange's regulated market "Bourse de Luxembourg". The Luxembourg Stock
Exchange's regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive
2014/65/EU (as amended MiFID II). However, Notes may also be issued under the Programme which are listed on
a stock exchange other than the Luxembourg Stock Exchange or which are not listed on any stock exchange.
Arranger
Deutsche Bank
Dealers
BayernLB
BNP PARIBAS
BofA Securities
Citigroup
Commerzbank
Crédit Agricole CIB
Credit Suisse
Deutsche Bank
Goldman Sachs Bank Europe SE
Helaba
ING
J.P. Morgan
Mizuho Securities
Raiffeisen Bank International
SMBC Nikko
UniCredit
Wells Fargo Securities

This Prospectus and any supplement to this Prospectus will be published in electronic form together with all
documents incorporated by reference on the website of the Luxembourg Stock Exchange (www.bourse.lu). It is valid
for a period of twelve months from its date of approval. The validity ends upon expiration of 12 May 2022.
The obligation to supplement this Prospectus in accordance with article 23 of the Prospectus Regulation in the event
of a significant new factor, material mistake or material inaccuracy does not apply when this Prospectus is no longer
valid.
RESPONSIBILITY STATEMENT
Infineon Technologies AG (Infineon, the Company or the Guarantor) with its registered office in Neubiberg,
Federal Republic of Germany and Infineon Technologies Finance B.V., with its registered office in Rotterdam, the
Netherlands (Infineon Finance) (the Company and Infineon Finance each an Issuer and together the Issuers) accept
responsibility for the information contained in this Prospectus and for the information which will be contained in the
Final Terms (as defined herein).
Each Issuer hereby declares that, having taken all reasonable care to ensure that such is the case, the information
contained in this Prospectus for which it is responsible is in accordance with the facts and contains no omission likely
to affect its import.
CERTAIN DEFINED TERMS
The terms Infineon Group and Group as used in this prospectus refer to Infineon Technologies AG and its
consolidated subsidiaries. Infineon acquired all outstanding shares of Cypress Semiconductor Corporation (Cypress)
on 16 April 2020 (the Acquisition of Cypress). Accordingly, the terms "Infineon Group" and "Group", when used in
this prospectus with reference to any periods ended or dates prior to 16 April 2020, refer to Infineon Technologies
AG and its consolidated subsidiaries excluding Cypress and its consolidated subsidiaries, and, when used with
reference to any periods ended or dates including and after 16 April 2020 (including the date of this prospectus),
refer to Infineon Technologies AG and its consolidated subsidiaries including Cypress and its consolidated
subsidiaries. In particular, consolidated financial information of Infineon contained in this prospectus include
Cypress and its consolidated subsidiaries since the date of the Acquisition of Cypress.
NOTICE
This Prospectus should be read and understood in conjunction with any supplement hereto and with any other
documents incorporated herein by reference and, in relation to any tranche of Notes (each a Tranche), together with
the relevant final terms (the Final Terms). Full information on the Issuers and any Tranche is only available on the
basis of the combination of the Prospectus and the relevant Final Terms.
Each Issuer has confirmed to the Dealers (as defined herein) that this Prospectus contains all information with regard
to the Issuers, the Guarantor and the Notes which is material in the context of the Programme and the issue and
offering of Notes thereunder; that the information contained herein with respect to the Issuers, the Guarantor and the
Notes is accurate and complete in all material respects and is not misleading; that any opinions and intentions
expressed herein are honestly held and based on reasonable assumptions; that there are no other facts with respect to
the Issuers, the Guarantor or the Notes, the omission of which would make this Prospectus as a whole or any of such
information or the expression of any such opinions or intentions misleading; that the Issuers have made all reasonable
enquiries to ascertain all facts material for the purposes aforesaid.
This Prospectus is valid for 12 months following its date of approval and this Prospectus and any supplement hereto
as well as any Final Terms reflect the status as of their respective dates of issue. The delivery of this Prospectus, any
supplement thereto, or any Final Terms and the offering, sale or delivery of any Notes may not be taken as an
implication that the information contained in such documents is accurate and complete subsequent to their respective
dates of issue or that there has been no adverse change in the financial situation of the Issuers or the Guarantor since
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such date or that any other information supplied in connection with the Programme is accurate at any time subsequent
to the date on which it is supplied or, if different, the date indicated in the document containing the same.
Each Issuer has undertaken with the Dealers to supplement this Prospectus in accordance with the Prospectus
Regulation or publish a new prospectus in the event of any significant new factor, material mistake or inaccuracy
relating to the information included in this Prospectus in respect of Notes issued on the basis of this Prospectus which
is capable of affecting the assessment of the Notes and which arises or is noted between the time when this Prospectus
has been approved and the closing of any tranche of Notes offered to the public or, as the case may be, when trading
of any tranche of Notes on a regulated market begins in respect of Notes issued on the basis of this Prospectus.
No person has been authorised to give any information which is not contained in or not consistent with this Prospectus
or any other document entered into in relation to the Programme or any information supplied by any Issuer or any
other information in the public domain and, if given or made, such information must not be relied upon as having
been authorised by the Issuers, the Dealers or any of them.
Neither the Arranger nor any Dealer nor any other person mentioned in this Prospectus, excluding the Issuers, is
responsible for the information contained in this Prospectus or any supplement hereto, or any Final Terms or any
document incorporated herein by reference, and accordingly, and to the extent permitted by the laws of any relevant
jurisdiction, none of these persons accepts any responsibility for the accuracy and completeness of the information
contained in any of these documents.
The distribution of this Prospectus and any Final Terms and the offering, sale and delivery of Notes in certain
jurisdictions may be restricted by law. Persons into whose possession this Prospectus or any Final Terms come are
required to inform themselves about and observe any such restrictions. For a description of the restrictions applicable
in the United States of America (United States or U.S.), the European Economic Area in general, the United
Kingdom, the Netherlands, Luxembourg, and Japan and Ireland see "Selling Restrictions". In particular, the Notes
have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act), and
include notes in bearer form that are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may
not be offered, sold or delivered in, into nor within the United States or to U.S. persons.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET The Final Terms in respect of any Notes may
include a legend entitled "MiFID II Product Governance" which will outline the target market assessment in respect
of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently offering,
selling or recommending the Notes (a Distributor) should take into consideration the target market assessment;
however, a Distributor subject to Directive 2014/65/EU (as amended, MiFID II) is responsible for undertaking its
own target market assessment in respect of the Notes (by either adopting or refining the target market assessment)
and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the MiFID Product Governance Rules), any Dealer
subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the
Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID Product Governance
Rules. None of Infineon and Infineon Finance is a manufacturer or Distributor for the purposes of the MiFID Product
Governance Rules.
UK MIFIR PRODUCT GOVERNANCE / TARGET MARKET The Final Terms in respect of any Notes may
include a legend entitled "UK MiFIR Product Governance" which will outline the target market assessment in respect
of the Notes and which channels for distribution of the Notes are appropriate. Any Distributor should take into
consideration the target market assessment; however, a Distributor subject to the UK Financial Conduct Authority
(FCA) Handbook Product Intervention and Product Governance Sourcebook (the UK MiFIR Product Governance
Rules) is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or
refining the target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR Product
Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise
neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of
the UK MIFIR Product Governance Rules. Furthermore, none of Infineon and Infineon Finance is a manufacturer or
Distributor for the purposes of the UK MiFIR Product Governance Rules.
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PRIIPS REGULATION / EEA RETAIL INVESTORS If the Final Terms in respect of any Notes include a
legend entitled "Prohibition of Sales to Retail Investors in the European Econimic Area", the relevant Notes are not
intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made
available to any retail investor in the European Economic Area (EEA). For these purposes, a retail investor means a
person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II or (ii) a customer
within the meaning of Directive 2016/97/EU (as amended, the Insurance Distribution Directive), where that
customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a
qualified investor as defined in the Prospectus Regulation. If the above mentioned legend is included in the relevant
Final Terms, no key information document required by Regulation (EU) No 1286/2014 (as amended, the PRIIPs
Regulation) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has
been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor
in the EEA may be unlawful under the PRIIPs Regulation.
UK PRIIPS REGULATION / UK RETAIL INVESTORS  If the Final Terms in respect of any Notes include a
legend entitled "Prohibition of Sales to Retail Investors in the United Kingdom", the Notes are not intended to be
offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the United Kingdom of Great Britain and Northern Ireland (the UK). For these purposes, a retail investor
means a person who is one (or more) of: (i) a retail client, as defined in point (8) of article 2 of Regulation (EU) No
2017/565 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 (EUWA); or (ii) a
customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended (FSMA)
and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would
not qualify as a professional client, as defined in point (8) of article 2 (1) of Regulation (EU) No 600/2014 as it forms
part of UK law by virtue of the EUWA; or (iii) not a qualified investor as defined in the Prospectus Regulation as it
forms part of UK law by virtue of the EUWA. If the above mentioned legend is included in the relevant Final Terms
no key information document required by Regulation (EU) No 1286/2014 as amended as it forms part of UK law by
virtue of the EUWA (the UK PRIIPs Regulation) for offering or selling the Notes or otherwise making them
available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise
making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
CANADIAN INVESTORS The Notes may be sold only to purchasers purchasing, or deemed to be purchasing,
as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or
subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-
103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Notes must be
made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of
applicable securities laws. Securities legislation in certain provinces or territories of Canada may provide a purchaser
with remedies for rescission or damages if this Prospectus (including any amendment thereto) contains a
misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the
time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer
to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of
these rights or consult with a legal advisor. If applicable, pursuant to section 3A.3 (or, in the case of securities issued
or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105
Underwriting Conflicts (NI 33-105), the Dealers are not required to comply with the disclosure requirements of NI
33-105 regarding underwriter conflicts of interest in connection with this offering.
SINGAPORE SFA PRODUCT CLASSIFICATION In connection with Section 309B of the Securities and
Futures Act (Chapter 289) of Singapore (the SFA) and the Securities and Futures (Capital Markets Products)
Regulations 2018 of Singapore (the CMP Regulations 2018), unless otherwise specified before an offer of any Notes,
the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that
any Notes are `prescribed capital markets products' (as defined in the CMP Regulations 2018) and Excluded
Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS
Notice FAA-N16: Notice on Recommendations on Investment Products).
The language of the Prospectus is English. Any part of this Prospectus in the German language constitutes a
translation. In respect of the issue of any Tranche of Notes under the Programme, the German text of the Terms and
Conditions may be controlling and binding if so specified in the relevant Final Terms. In respect of the German law
governed Guarantee (including the negative pledge contained therein) the German language version is always
controlling and binding.
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This Prospectus may only be used for the purpose for which it has been published.
This Prospectus and any Final Terms may not be used for the purpose of an offer or solicitation by anyone in
any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to
make such an offer or solicitation.
This Prospectus, any supplement thereto and any Final Terms do not constitute an offer or an invitation to
subscribe for or purchase any Notes.
IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF NOTES UNDER THE PROGRAMME,
THE DEALER OR DEALERS (IF ANY) NAMED AS STABILISATION MANAGER(S) (OR PERSONS
ACTING ON BEHALF OF ANY STABILISATION MANAGER(S)) IN THE APPLICABLE FINAL TERMS
MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE
MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE
PREVAIL. HOWEVER, STABILISATION MAY NOT NECESSARILY OCCUR. ANY STABILISATION
ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF
THE TERMS OF THE OFFER OF THE RELEVANT TRANCHE OF NOTES IS MADE AND, IF BEGUN,
MAY CEASE AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS
AFTER THE ISSUE DATE OF THE RELEVANT TRANCHE OF NOTES AND 60 DAYS AFTER THE
DATE OF THE ALLOTMENT OF THE RELEVANT TRANCHE OF NOTES. ANY STABILISATION
ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE RELEVANT STABILISATION
MANAGER(S) (OR PERSON(S) ACTING ON BEHALF OF ANY STABILISATION MANAGER(S)) IN
ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
ANY U.S. PERSON WHO HOLDS AN OBLIGATION UNDER THIS PROGRAMME THAT IS TREATED
AS IN BEARER FORM FOR U.S. FEDERAL INCOME TAX PURPOSES WILL BE SUBJECT TO
LIMITATIONS UNDER THE U.S. INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED
IN CLAUSES 165(J) AND 1287(A) OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED.
BENCHMARK REGULATION - STATEMENT IN RELATION TO ADMINISTRATOR'S
REGISTRATION The Final Terms in respect of any Notes offered on the basis of this Prospectus may specify
that amounts payable under the relevant Notes may be calculated by reference to the Euro Interbank Offered Rate
(EURIBOR), which as at the date of this Prospectus is provided by European Money Markets Institute (EMMI), or
the London Interbank Offered Rate (LIBOR), which as at the date of this Prospectus is provided by ICE Benchmark
Administration Limited (IBA). As at the date of this Prospectus, EMMI appears on the register of administrators and
benchmarks established and maintained by the European Securities and Markets Authority (ESMA) pursuant to
article 36 of Regulation (EU) 2016/1011 of the European Parliament and of the Council of 8 June 2016, as amended
(the Benchmark Regulation). The registration status of any administrator under the Benchmark Regulation is a
matter of public record and save where required by applicable law the Issuers do not intend to include in the relevant
Final Terms any information on the registration status of any administrator.
In this Prospectus, all references to euro, EUR or are to the currency introduced at the start of the third stage of
the European economic and monetary union, and defined in Article 2 of Council Regulation (EC) No 974/98 of
3 May 1998, on the introduction of the euro, as amended. U.S. dollars, USD or $ refer to the lawful currency of the
United States.
Tranches of Notes may be rated or unrated. Where a Tranche of Notes is rated, such rating and the respective rating
agency will be specified in the relevant Final Terms. A rating is not a recommendation to buy, sell or hold Notes and
may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
To the extent not otherwise indicated, the information contained in this Prospectus on the market environment,
market developments, growth rates, market trends and competition in the markets in which the Group operates is
taken from publicly available sources, including, but not limited to, third-party studies or the Group's own estimates
that are also primarily based on data or figures from publicly available sources. The information from third-party
sources that is cited here has been reproduced accurately. As far as the Issuers are aware and are able to ascertain
from information published by such third-party, no facts have been omitted which would render the reproduced
information published inaccurate or misleading.
This Prospectus also contains estimates of market data and information derived from these estimates that would not
be available from publications issued by market research firms or from any other independent sources. This
information is based on the Group's internal estimates and, as such, may differ from the estimates made by the
5

Group's competitors or from data collected in the future by market research firms or other independent sources. To
the extent the Issuers derived or summarized the market information contained in this Prospectus from a number of
different studies, an individual study is not cited unless the respective information can be taken from it directly.
The Issuers have not independently verified the market data and other information on which third parties have based
their studies or the external sources on which the Issuers' own estimates are based. Therefore, the Issuers assume no
responsibility for the accuracy of the information on the market environment, market developments, growth rates,
market trends and competitive situation presented in this Prospectus from third-party studies or the accuracy of the
information on which the Issuers' own estimates are based. Any statements regarding the market environment,
market developments, growth rates, market trends and competitive situation presented in this Prospectus regarding
the Infineon Group and its operating divisions contained in this Prospectus are based on own estimates and/or analysis
unless other sources are specified.
The information of any website included in the Prospectus except for the website www.bourse.lu in the context of
the documents incorporated by reference, do not form part of the Prospectus and has not been scrutinised or approved
by the CSSF.
FORWARD-LOOKING STATEMENTS
This Prospectus contains certain forward-looking statements. A forward-looking statement is a statement that does
not relate to historical facts and events. They are based on analyses or forecasts of future results and estimates of
amounts not yet determinable or foreseeable. These forward-looking statements are identified by the use of terms
and phrases such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "predict",
"project" and similar terms and phrases, including references and assumptions. This applies, in particular, to
statements in this Prospectus containing information on future earning capacity, plans and expectations regarding the
Infineon Group's business and management, its growth and profitability, and general economic and regulatory
conditions and other factors that affect it.
Forward-looking statements in this Prospectus are based on current estimates and assumptions that the Issuers make
to the best of their present knowledge. These forward-looking statements are subject to risks, uncertainties and other
factors which could cause actual results, including the Infineon Group's financial condition and results of operations,
to differ materially from and be worse than results that have expressly or implicitly been assumed or described in
these forward-looking statements. The Infineon Group's business is also subject to a number of risks and uncertainties
that could cause a forward-looking statement, estimate or prediction in this Prospectus to become inaccurate.
Accordingly, investors are strongly advised to read the following sections of this Prospectus: "Risk Factors",
"General Information on the Issuer and the Guarantor Infineon Technologies AG", "General Information on the
Issuer and the Guarantor Infineon Technologies Finance B.V." and "Business of the Infineon Group". These
sections include more detailed descriptions of factors that might have an impact on the Infineon Group's business
and the markets in which it operates.
In light of these risks, uncertainties and assumptions, future events described in this Prospectus may not occur. In
addition, neither the Issuers nor the Dealers assume any obligation, except as required by law, to update any forward-
looking statement or to conform these forward-looking statements to actual events or developments.
ALTERNATIVE PERFORMANCE MEASURES
This Prospectus contains certain alternative performance measures (APMs) which are not recognised financial
measures under the International Financial Reporting Standards as issued by the International Accounting Standards
Board and as adopted by the European Union (IFRS). Such APMs must be considered only in addition to, and not
as a substitute for or superior to, financial information prepared in accordance with IFRS included elsewhere in the
Prospectus. Investors are cautioned not to place undue reliance on these APMs and are also advised to review them
in conjunction with the financial statements of the Issuers and related notes.
6

TABLE OF CONTENTS
General Description of the Programme .................................................................................................... 8
Risk Factors .............................................................................................................................................10
General Information on the Issuers and the Guarantor ............................................................................30
Business of the Infineon Group ...............................................................................................................46
Issue Procedures ......................................................................................................................................63
Terms and Conditions of the Notes .........................................................................................................65
Form of Final Terms .............................................................................................................................167
Guarantee ..............................................................................................................................................191
Use of Proceeds .....................................................................................................................................200
Taxation Warning ..................................................................................................................................201
Subscription and Sale ............................................................................................................................202
General Information ..............................................................................................................................210
Documents Incorporated by Reference .................................................................................................212
Names and Addresses............................................................................................................................215
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GENERAL DESCRIPTION OF THE PROGRAMME
General
Under this EUR 8,000,000,000 Debt Issuance Programme, the relevant Issuer may from time to time issue Notes to
one or more of the following dealers: Bayerische Landesbank, BNP PARIBAS, BofA Securities Europe SA,
Citigroup Global Markets Europe AG, Commerzbank Aktiengesellschaft, Crédit Agricole Corporate and Investment
Bank, Credit Suisse Securities Sociedad de Valores S.A., Deutsche Bank Aktiengesellschaft, Goldman Sachs Bank
Europe SE, Landesbank Hessen-Thüringen Girozentrale, ING Bank N.V., J.P. Morgan AG, Mizuho Securities
Europe GmbH, Raiffeisen Bank International AG, SMBC Nikko Capital Markets Europe GmbH, UniCredit Bank
AG, Wells Fargo Securities Europe S.A., and any additional dealer appointed under the Programme from time to
time by the Issuer(s), which appointment may be for a specific issue or on an ongoing basis (together, the Dealers).
Deutsche Bank Aktiengesellschaft acts as arranger in respect of the Programme (the Arranger).
Banque Internationale Luxembourg acts as listing agent (the Listing Agent).
Citibank Europe plc will act as fiscal agent (the Fiscal Agent) and paying agent (the Paying Agent).
The maximum aggregate principal amount of the Notes from time to time outstanding under the Programme (the
Programme Amount) will not exceed EUR 8,000,000,000 (or nearly equivalent in another currency). The Issuers
may increase the Programme Amount in accordance with the terms of the Dealer Agreement from time to time.
Issue of Notes
Notes issued by Infineon Technologies Finance B.V. will have the benefit of a guarantee (the Guarantee) given by
Infineon Technologies AG. The Guarantee constitutes an irrevocable, unsecured and unsubordinated obligation of
the Guarantor ranking pari passu with all other unsecured and unsubordinated obligations of the Guarantor.
Notes may be issued on a continuous basis in Tranches, each Tranche consisting of Notes which are identical in all
respects. One or more Tranches, which are expressed to be consolidated and forming a single series and are identical
in all respects, but which may have different issue dates, interest commencement dates, issue prices and dates for
first interest payments may form a series (Series) of Notes. Further Notes may be issued as part of existing Series.
Notes will be issued in such denomination as may be agreed between the relevant Issuer and the relevant Dealer(s)
and as indicated in the applicable Final Terms save that the minimum denomination of the Notes will be, if in euro,
EUR 1,000, and, if in any currency other than euro, an amount in such other currency of at least EUR 1,000 at the
time of the issue of Notes. Subject to any applicable legal or regulatory restrictions, and requirements of relevant
central banks, Notes may be issued in euro or any other currency.
Notes may be issued at an issue price, which is at par or at a discount to, or premium over, par, as stated in the
relevant Final Terms. The issue price for Notes to be issued will be determined at the time of pricing on the basis of
a yield which will be determined on the basis of the orders of the investors which are received by the Dealers during
the offer period. Orders will specify a minimum yield and may only be confirmed at or above such yield. The resulting
yield will be used to determine an issue price, all to correspond to the yield.
The yield is calculated in accordance with the ICMA (International Capital Markets Association) method and based
on the issue price of the Notes. The ICMA method determines the effective interest rate of notes taking into account
accrued interest on a daily basis.
The specific terms of each Tranche will be set forth in the applicable Final Terms. The Final Terms listed on the
official list and admitted to trading on the regulated market of the Luxembourg Stock Exchange or publicly offered
in the Grand Duchy of Luxembourg will be displayed on the website of the Luxembourg Stock Exchange
(www.bourse.lu). In the case of Notes listed on any other stock exchange or publicly offered in one or more member
states of the European Economic Area other than the Grand Duchy of Luxembourg, the Final Terms will be displayed
on the website of Infineon (www.infineon.com).
Distribution of Notes
The Notes are freely transferable in accordance with the rules and regulations of the relevant Clearing System and
may be offered to qualified and non-qualified investors. The offer and distribution of any Notes of any Tranche will
be subject to selling restrictions, including those for the United States, the EEA in general, the UK, Grand Duchy of
Luxembourg, Japan, Singapore and Switzerland, see "Subscription and Sale" below.
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Under the Luxembourg Law, offers to the public relating to money market instruments having a maturity at issue of
less than 12 months and complying also with the definition of securities are subject to the approval provisions of an
alleviated prospectus pursuant to the provisions of Part III of such law.
Listing and Admission to Trading
Application has been made to the Luxembourg Stock Exchange for Notes issued under this Programme to be listed
on the official list of the Luxembourg Stock Exchange and admitted to trading on the regulated market of the
Luxembourg Stock Exchange.
The Programme provides that Notes may be listed on other or further stock exchanges, as may be agreed between
the relevant Issuer and the relevant Dealer(s) in relation to each issue. Notes may further be issued under the
Programme which will not be listed on any stock exchange.
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RISK FACTORS
Before deciding to purchase any Notes, investors should carefully review and consider the following risk factors and
the other information contained in this Prospectus or incorporated by reference into this Prospectus. The occurrence
of one or more of these risks alone or in combination with other circumstances may have a material adverse effect on
the business, financial condition, results of operations and cash flows of Infineon Technologies AG (Infineon and
together with its consolidated subsidiaries the Group or Infineon Group) or Infineon Technologies Finance B.V. and
may affect Infineon Technologies AG's and/or Infineon Technologies Finance B.V.'s ability to fulfill their obligations
under the Notes and the Guarantee, as applicable. Investing in the Notes could involve additional risks and
uncertainties of which Infineon Technologies AG and/or Infineon Technologies Finance B.V. may not be currently
aware, or which Infineon Technologies AG and/or Infineon Technologies Finance B.V. may currently not consider
material on the basis of their regular risk assessments. The risks to which the business of Infineon or the Group is
exposed may result in inaccuracies in risk assessments or other forward-looking statements. An investment in the Notes
is only suitable for investors experienced in financial matters who are in a position to fully assess the risks relating to
such an investment and who have sufficient financial means to absorb any potential loss stemming therefrom.
Risks Relating to Infineon and the Group
Overall Economic, Political, Social and Geopolitical Risks
Infineon could be adversely affected by the consequences of the SARS-CoV-2 pandemic.
Pandemics, epidemics, outbreaks of infectious diseases or any other serious public health concerns, together with any
measures aimed at mitigating a further expansion thereof, such as restrictions on travel, imposition of quarantines,
prolonged closures of workplaces, or curfews or other social distancing measures, may have a material adverse effect
on the global economy and international financial markets in general and on the markets in which the Group operates
in particular. The implications of such outbreaks depend on a number of factors, such as the duration and spread of the
respective outbreak as well as the timing, suitability and effectiveness of measures imposed by authorities, and the
availability of resources, including human, material, infrastructure and financial required to implement effective
responses.
The ongoing global spread of the SARS-CoV-2 virus including any mutations and its associated disease (Covid-19)
has resulted in a material deterioration of the conditions for the global economy and financial markets have been
temporarily affected. This development could adversely affect Infineon's business and results of operations. It could
also have adverse effects on Infineon's financial condition and its liquidity. While it is currently impossible to estimate
and quantify the extent of its negative effects on Infineon's business, results of operations and financial condition, the
SARS-CoV-2 pandemic poses material risks to Infineon's supply chains, manufacturing, sales of products and the
delivery of services. These effects could for example be caused by restrictions on business activities of Infineon's
suppliers, customers and itself, including its personnel, imposed by public authorities on a regional, national or
international level, by unavailability of critical workforce and increased costs. For example, Infineon experienced the
temporary suspension of manufacturing imposed by the Chinese, the Malaysian, the Mexican and the US governments
which affected Infineon's manufacturing sites and those of its suppliers and customers globally. This is having, and
continues to have, an impact on the availability of raw materials and components as well as on Infineon's sales
volumes. These effects will be exacerbated the longer the SARS-CoV-2 pandemic lasts.
The SARS-CoV-2 pandemic as well as any other pandemic, epidemic or outbreak of infectious diseases could have a
material adverse effect on Infineon Group's business operations, financial condition, liquidity, cash flows and earnings.
Adverse developments in the global economic environment could have an adverse impact on the Infineon Group's
business, financial condition and operating results.
As a globally operating group, the Infineon Group is highly dependent on global economic developments. A worldwide
economic downturn, particularly in the semiconductor markets and the markets of the Infineon Group's customers,
may result in lower revenues.
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