Contract analysis

I. INTRODUCTION AND PURPOSE The purpose of this memorandum is to describe in detail the step-by-step closing mechanics for the initial public offering (the "Offering" or "IPO") of American Depositary Shares ("ADSs") representing ordinary shares (Stammaktien) of Halcyon Semiconductor Aktiengesellschaft ("Halcyon," "HSAG," or the "Company"), a German stock corporation (Aktiengesellschaft) organized and existing under t

II. KEY DATES AND TIMELINE A. Critical Dates The following table sets forth the key dates and milestones for the Offering. All dates are subject to change based on market conditions, regulatory review, and the mutual agreement of the parties. B. Note on Settlement Timing Settlement of the Offering is expected to occur on a T+2 basis, consistent with standard U.S. equity settlement conventions under Rule 15c6-1 under

III. PARTIES AND THEIR ROLES AT CLOSING Set forth below is a description of each party involved in the closing of the Offering, together with such party's role, contact information, and other relevant details. A. Issuer Halcyon Semiconductor Aktiengesellschaft Maximilianstraße 72 80539 Munich, Germany LEI: 5299007KBTVZ3XQHGL48 Commercial Register: HRB 217458, Amtsgericht München Halcyon is the issuer of 30,000,000 ne

IV. OFFERING ECONOMICS — SUMMARY OF FUNDS FLOW This Section IV sets forth the anticipated economics of the Offering, including the gross proceeds, underwriting discount, and net proceeds to each recipient. All figures are based on an illustrative midpoint price per ADS of approximately $42.06, derived from the filing range of $39.00 to $45.00 per ADS. The actual economics will be determined upon execution of the Pric

V. PRE-CLOSING ACTIONS (PRICING DATE — JULY 1, 2026) This Section V describes the actions that must be completed on or prior to the pricing date (July 1, 2026) and prior to the closing date (July 6, 2026). Each action item is listed in approximate chronological order, though certain actions may occur in parallel. A. Execution of Pricing Agreement / Terms Agreement On the pricing date (expected to be July 1, 2026), fo

VI. CLOSING MECHANICS — SETTLEMENT DATE (JULY 6, 2026) A. Overview of Settlement Flow The closing of the Offering involves a multi-step, cross-border settlement process that coordinates the deposit of ordinary shares in Germany with the issuance and delivery of ADSs in the United States. The settlement process can be summarized in the following five sequential steps: Step 1: Deposit of ordinary shares with German cus

VII. CLOSING DELIVERABLES This Section VII sets forth the documents, certificates, opinions, and other materials that must be delivered at or prior to closing as conditions to the obligations of the underwriters to purchase the ADSs. The closing deliverables are organized by the delivering party. A. Documents to be Delivered by Halcyon (Issuer) The following documents are to be delivered by or on behalf of Halcyon at

1. Executed Underwriting Agreement. A fully executed copy of the Underwriting Agreement, dated as of the date of effectiveness of the Registration Statement, among Halcyon, the selling shareholders, and the several underwriters represented by Westbridge Securities LLC. (This document will have been executed prior to the closing date and will be included in the closing set for completeness.)

2. Executed Pricing Agreement / Terms Agreement. A fully executed copy of the Pricing Agreement, dated as of the pricing date (July 1, 2026), supplementing the Underwriting Agreement and setting forth the final public offering price per ADS, the underwriting discount per ADS, the purchase price per ADS, and the underwriting commitments of each underwriter.

3. Executed Deposit Agreement. A fully executed copy of the Deposit Agreement, dated as of the closing date, among Halcyon, Meridian Trust Company, N.A. (as Depositary), and holders of ADSs from time to time, governing the terms and conditions of the American Depositary Receipt program.

4. Officer's Certificate. A certificate, signed by Dr. Friedrich Wendt (CEO) and Katarina Dalmqvist (CFO), in their capacities as officers of the Company, certifying as of the closing date: (a) the accuracy and completeness of the representations and warranties of the Company contained in the Underwriting Agreement as of the date thereof and as of the closing date; (b) the Company's compliance with all covenants and

5. Secretary's / General Counsel's Certificate. A certificate, signed by Wilhelm Ostermann (General Counsel), certifying as of the closing date: (a) the adoption and continuing effectiveness of resolutions of the Vorstand (Management Board) and the Aufsichtsrat (Supervisory Board) authorizing the Offering, the execution and delivery of the Underwriting Agreement, the Pricing Agreement, the Deposit Agreement, and the

6. Lock-Up Letters. Executed lock-up letters from each of the following officers and directors of the Company, in the form agreed upon with Westbridge Securities LLC: • Dr. Friedrich Wendt (Chief Executive Officer / Vorstandsvorsitzender) • Katarina Dalmqvist (Chief Financial Officer / Finanzvorstand) • Dr. Marcus Helder (Chief Technology Officer / Technikvorstand) • Ingrid Baumann (Chief Operating Officer / Betriebs

7. Good Standing Certificate / Commercial Register Extract (*Handelsregisterauszug*). A certified extract from the Commercial Register (Handelsregister) at the Amtsgericht München for Halcyon Semiconductor Aktiengesellschaft, dated within [●] business days of the closing date, confirming the Company's registered information, including its registered capital, management board composition, and other relevant details.

8. Evidence of Capital Increase Registration. Confirmation from Bähr Stein Rechtsanwälte (or a certified copy of the Commercial Register entry) evidencing that the capital increase of 30,000,000 new ordinary shares has been registered in the Commercial Register. B. Documents to be Delivered by Selling Shareholders The following documents are to be delivered by or on behalf of each selling shareholder at or prior to c

1. Selling Shareholder Certificates. Certificates, executed by Margarethe Wendt (for Rheintal Industrieholding GmbH) and Henrik Sørensen (for Kestrel Capital Partners AG), confirming as of the closing date the accuracy of the representations and warranties of the respective selling shareholder contained in the Underwriting Agreement, the authority of the selling shareholder to sell its ordinary shares in the Offering

2. Selling Shareholder Lock-Up Letters. Executed 180-day lock-up letters from each of Rheintal and Kestrel, in favor of Westbridge Securities LLC (as Representative), restricting the sale, transfer, pledge, or other disposition of the ordinary shares and ADSs retained by each selling shareholder following the Offering (subject to customary exceptions). The lock-up period runs from July 1, 2026 through December 28, 20

3. Custody Agreements and Powers of Attorney. Confirmation that the Custody Agreements and irrevocable Powers of Attorney previously executed by Margarethe Wendt (for Rheintal) and Henrik Sørensen (for Kestrel) remain in full force and effect as of the closing date and have not been revoked, amended, or modified. C. Legal Opinions The following legal opinions are to be delivered at or prior to closing:

1. Calderwood & Harkness LLP — Opinion on Validity of ADSs. An opinion addressed to the underwriters regarding the ADSs, covering, among other matters: (a) the due authorization and valid issuance of the ADSs under applicable U.S. law; (b) the binding nature and enforceability of the Deposit Agreement; and (c) such other matters as are customary in connection with an initial public offering of ADSs by a foreign priva

2. Calderwood & Harkness LLP — Negative Assurance (10b-5) Letter. A "negative assurance" or "10b-5" letter addressed to the underwriters, stating that, based on the firm's participation in the preparation of the Registration Statement and prospectus, nothing has come to the attention of the firm that causes it to believe that the Registration Statement (as of its effective date) contained any untrue statement of a ma

3. Calderwood & Harkness LLP — Tax Opinion. A tax opinion addressed to Halcyon (and referenced in the prospectus), addressing the material U.S. federal income tax consequences of the acquisition, ownership, and disposition of ADSs by U.S. holders, including an analysis and conclusion regarding the Company's status (or expected non-status) as a passive foreign investment company ("PFIC") for the current and anticipate

4. Varen & Kessler LLP — Opinion to Underwriters (U.S. Law). An opinion addressed to the underwriters regarding certain matters of U.S. federal and New York State law, including, among other matters, the validity of the Underwriting Agreement and the Pricing Agreement, the status of the Registration Statement and prospectus, and the exemption of the Offering from state "blue sky" securities registration requirements.

5. Bähr Stein Rechtsanwälte PartGmbB — Opinion on German Law Matters. An opinion addressed to the underwriters covering German law matters, including: (a) the valid incorporation and existence of Halcyon as an Aktiengesellschaft under German law; (b) the valid issuance of the 30,000,000 new ordinary shares in accordance with the Aktiengesetz and the Company's Satzung; (c) the sufficiency of the corporate authorizatio

6. Prumvane Thornton LLP — Opinion to Underwriters (German Law). An opinion addressed to the underwriters covering German law matters from the perspective of the underwriters' German counsel, including customary matters relating to the valid issuance of the ordinary shares, the due organization of the Company, and the enforceability of relevant documents. D. Comfort Letters (Auditors) The following comfort letters ar

1. Initial Comfort Letter. An initial comfort letter from Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft (Munich) and Blackmere & Whitfield LLP (New York), delivered at or prior to the effectiveness of the Registration Statement and dated as of the effective date. This comfort letter covers the financial data included in the Registration Statement and prospectus, including selected IFRS financial data for

2. Bring-Down Comfort Letter. A bring-down comfort letter from Blackmere & Whitfield, dated as of the closing date (July 6, 2026), confirming that, as of a specified cut-off date not more than five business days prior to the closing date, no material changes have occurred with respect to the financial data covered by the initial comfort letter, and that the statements made in the initial comfort letter remain accurat

1. FINRA No-Objections Letter. A letter from FINRA confirming that it has no objection to the underwriting terms and compensation arrangements for the Offering, as described in Section V.D above.

2. Nasdaq Listing Approval Confirmation. Written confirmation from The Nasdaq Stock Market LLC that the ADSs have been approved for listing on the Nasdaq Global Select Market under the ticker symbol "HCYN," as described in Section V.C above.

3. DTC Eligibility Letter / Confirmation. Written confirmation from DTC (or from Meridian Trust or Crestfield, as applicable) that the ADSs are eligible for book-entry delivery, clearance, and settlement through DTC's facilities, as described in Section V.E above.

4. Evidence of Effectiveness of Registration Statements. Copies of: (a) the SEC order or notification declaring the Registration Statement on Form F-1 effective under the Securities Act; and (b) the effective Registration Statement on Form F-6 for the ADSs.

5. Blue Sky / State Securities Law Memorandum. If applicable, a memorandum from Calderwood & Harkness LLP or Varen & Kessler LLP regarding the availability of exemptions from state securities registration requirements under the National Securities Markets Improvement Act of 1996 ("NSMIA") for securities listed on the Nasdaq Global Select Market, or confirming that no state-level "blue sky" filings or qualifications a

6. Evidence of D&O Insurance Placement. A binder or certificate from Clearwater D&O Insurance Brokers Ltd. (Emma Callister, Managing Director) confirming the placement of a U.S.-compliant directors' and officers' liability insurance program for Halcyon and its subsidiaries, with total aggregate limits of $75,000,000, structured as follows: The estimated annual premium for the D&O program is $2,800,000. The D&O insura

VIII. Ashgrove Enterprises / DTC SETTLEMENT COORDINATION This Section VIII provides additional detail on the cross-border settlement coordination between Ashgrove Enterprises Banking AG (Germany) and The Depository Trust Company (United States), which is a central feature of the closing mechanics for this Offering. A. Cross-Border Bridge The Offering involves a cross-border settlement in which the underlying ordinary