Contract analysis

Section 1: Corporate Organization and Good Standing 1.1. The Company is duly organized and validly existing as an Aktiengesellschaft (stock corporation) under the laws of the Federal Republic of Germany. The Company was duly incorporated in accordance with the provisions of the German Stock Corporation Act (Aktiengesetz, or "AktG") and is validly registered with the commercial register (Handelsregister) of the Local

Section 2: Certification of Organizational Documents 2.1. Attached hereto as the following Annexes are true, complete, and correct copies of the organizational documents of the Company, each as currently in full force and effect and unamended as of the date hereof: (a) Annex B: The Articles of Association (Satzung) of Halcyon Semiconductor Aktiengesellschaft, as most recently amended by resolution of the general meet

Section 3: Authorization — Management Board (*Vorstand*) Resolutions 3.1. Attached hereto as Annex E are true, complete, and correct copies of resolutions duly adopted by the Management Board (Vorstand) of the Company at a meeting duly convened and held on [●], 2026, at which a quorum was present throughout. Such resolutions were adopted by the requisite vote of the members of the Management Board in accordance with

Section 4: Authorization — Supervisory Board (*Aufsichtsrat*) Resolutions 4.1. Attached hereto as Annex F are true, complete, and correct copies of resolutions duly adopted by the Supervisory Board (Aufsichtsrat) of the Company at a meeting duly convened and held on [●], 2026, at which a quorum was present throughout. Such resolutions were adopted by the requisite vote of the members of the Supervisory Board in accor

Section 5: Share Capital 5.1. I hereby certify with respect to the share capital (Grundkapital) of the Company as follows: (a) Pre-Offering Share Capital. As of the date hereof, immediately prior to the issuance of any new Ordinary Shares in connection with the Offering, the registered and issued share capital of the Company consists of 215,000,000 Ordinary Shares (Stammaktien), no par value (Stückaktien), each with

Section 6: Incumbency of Officers and Directors 6.1. I hereby certify that the following persons are the duly elected or appointed members of the Management Board (Vorstand) of the Company as of the date hereof, holding the offices set forth opposite their respective names, and that the signatures set forth opposite their names are their true and genuine signatures: Management Board (*Vorstand*) 6.2. I hereby certify

Section 7: No Conflict; Authority 7.1. I hereby certify that, to my knowledge (after due inquiry), the execution, delivery, and performance by the Company of the Underwriting Agreement, the Pricing Agreement, the Deposit Agreement, and each other transaction document to which the Company is a party in connection with the Offering (collectively, the "Transaction Documents"): (a) Have been duly authorized by all necess

Section 8: No Amendments or Proceedings 8.1. I hereby certify that, since the respective dates of the most recent resolutions of the Management Board (Vorstand) and the Supervisory Board (Aufsichtsrat) attached hereto as Annexes E and F, respectively: (a) No amendments to the Articles of Association (Satzung) of the Company have been adopted, proposed, submitted for shareholder approval, or filed for registration wit

Section 9: Subsidiaries 9.1. I hereby certify that, as of the date hereof, the following entities constitute the material subsidiaries of the Company, and each such subsidiary is duly organized, validly existing, and (where applicable) in good standing under the laws of its respective jurisdiction of organization: 9.2. The foregoing list of material subsidiaries is consistent with the disclosures set forth in the Reg

Section 10: Representations Regarding Registration Statement and Prospectus 10.1. I have reviewed the Registration Statement on Form F-1 (File No. [●]), including the Prospectus forming a part thereof, filed with the SEC in connection with the Offering, and all amendments and supplements thereto through the date hereof. 10.2. Based upon my review of the Registration Statement and the Prospectus and my familiarity wit

Section 11: Reliance 11.1. This Certificate is being delivered pursuant to Section [__] of the Underwriting Agreement as a condition to the obligations of the Underwriters at the Closing. This Certificate, and the certifications, representations, and confirmations contained herein, may be relied upon by each of the following: (a) The Underwriters, including Westbridge Securities LLC, Pinnacle Morgan & Co., Inc., Ando

1. Prepared by: Calderwood & Harkness LLP, as U.S. counsel to the Company, for use at the Closing of the Offering (target Closing Date: July 6, 2026). This form is subject to further revision as the Underwriting Agreement is finalized.

2. Bracketed Items: All items indicated by brackets ("[●]" or "[__]") are to be completed closer to the Closing Date once the relevant information is finalized. This includes, in particular: (a) the exact date of the Underwriting Agreement; (b) the SEC File Number assigned to the Registration Statement on Form F-1; (c) the specific Section number of the Underwriting Agreement requiring delivery of this Certificate; (

3. Annex Contents: The contents of Annexes A through F are to be finalized by Bähr Stein Rechtsanwälte PartGmbB, as German counsel to the Company, in coordination with Calderwood & Harkness LLP. Annexes B through F should include German-language originals together with certified English-language translations. Bähr Stein to confirm the form and substance of the certified English translations.

4. Section Cross-References: The cross-references to specific Sections of the Underwriting Agreement (e.g., Section [__] in the recitals and Section 11) are to be confirmed once the Underwriting Agreement is in executed final form. Coordinate with Varen & Kessler LLP on the final form of the Underwriting Agreement to ensure consistency.

5. Authorized Capital (*Genehmigtes Kapital*): Confirm with Bähr Stein that the Company's authorized capital provisions in the Satzung are sufficient to cover both (a) the 30,000,000 new Ordinary Shares to be issued in the primary offering and (b) up to 6,420,000 additional Ordinary Shares issuable upon full exercise of the overallotment option, for a total of up to 36,420,000 new Ordinary Shares. If the existing aut

6. Incumbency Section: The incumbency section (Section 6) currently lists only the Chair of the Supervisory Board (Prof. Dr. Anneliese Voss). Review the Underwriting Agreement to determine whether Varen & Kessler or the Underwriters require incumbency certifications for additional members of the Supervisory Board. If so, Section 6.2 will need to be expanded to include a full incumbency table for all Supervisory Board

7. Notarial Certification / Apostille: Discuss with Varen & Kessler whether they require a notarial certification (notarielle Beglaubigung) or apostille for the Handelsregister extract (Annex A) and/or the Satzung (Annex B). Under certain circumstances, U.S. counsel to the Underwriters may require apostilled copies of German corporate documents pursuant to the Hague Apostille Convention. If so, coordinate with Bähr S

8. German-Language Originals: Coordinate with Bähr Stein regarding the preparation of German-language originals and certified English translations of all Annexes. All Annexes should be available in both German and English for delivery at Closing.

9. Specimen Signatures: Confirm whether the Underwriters or their counsel require original wet-ink specimen signatures of the officers listed in Section 6 or whether signature pages with printed specimen signatures will be acceptable. Consider whether a separate incumbency and specimen signature certificate is also required under the Underwriting Agreement.

10. Coordination with Selling Shareholders' Counsel: The Selling Shareholders (Rheintal Industrieholding GmbH and Kestrel Capital Partners AG) will be delivering their own closing certificates and documents. Coordinate with counsel to the Selling Shareholders to ensure consistency between the Company's closing deliverables and those of the Selling Shareholders, particularly with respect to share capital and authorize