Contract analysis

I. PURPOSE The Audit Committee (the "Committee") is hereby established by the Supervisory Board (Aufsichtsrat) of Halcyon Semiconductor Aktiengesellschaft ("Halcyon" or the "Company"), a German stock corporation (Aktiengesellschaft) organized and existing under the laws of the Federal Republic of Germany, with its registered seat in Munich, Bavaria, and registered in the Commercial Register (Handelsregister) of the L

1. Integrity of Financial Statements. The integrity of the Company's consolidated and standalone financial statements prepared in accordance with International Financial Reporting Standards as adopted by the International Accounting Standards Board ("IFRS"), including the Company's annual consolidated financial statements, any interim financial information, and any other financial information provided to stockholders

2. Legal and Regulatory Compliance. The Company's compliance with applicable legal and regulatory requirements, including, without limitation, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Sarbanes-Oxley Act of 2002 ("SOX"), the rules and regulations of the U.S. Securities and Exchange Commission (the "SEC") promulgated thereunder, the listing rules of the Nasdaq Stock Market LLC ("Nasdaq"

3. Independent Auditors. The qualifications, independence, and performance of the Company's independent auditors, currently Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft (Munich, Germany) and Blackmere & Whitfield LLP (New York, New York) (collectively, "Blackmere & Whitfield" or the "Independent Auditors"), as further described in Article V of this Charter.

4. Internal Audit Function and Internal Controls. The performance of the Company's internal audit function and the adequacy and effectiveness of the Company's system of internal controls over financial reporting, including disclosures controls and procedures.

5. Risk Assessment and Risk Management. The Company's policies and processes for assessing and managing major categories of risk, including financial, operational, strategic, compliance, and reputational risk, to the extent such risks could materially affect the Company's financial condition, results of operations, or disclosures. In adopting this Charter, the Supervisory Board acknowledges and recognizes that Halcyo

II. COMPOSITION A. Number of Members The Committee shall consist of no fewer than three (3) members of the Supervisory Board. Each member of the Committee shall be appointed by, and shall serve at the discretion of, the Supervisory Board for a term coterminous with his or her service on the Supervisory Board, or until such member's earlier resignation, removal, or disqualification under applicable independence or oth

III. MEETINGS AND PROCEDURES A. Frequency. The Committee shall meet at least four (4) times per year, with one meeting scheduled to coincide with the close of each fiscal quarter, and at such additional times as the Chairperson of the Committee, any two members of the Committee, or the Supervisory Board may determine. Special meetings may be called by the Chairperson or by any two members of the Committee upon reason

IV. AUTHORITY A. General Authority The Committee shall have the sole authority and direct responsibility to appoint, compensate, retain, oversee, evaluate, and, where appropriate, terminate the Company's Independent Auditors. The Independent Auditors shall report directly to the Committee and are ultimately accountable to the Committee and the Supervisory Board. For the avoidance of doubt, the Committee's authority e

V. RESPONSIBILITIES AND DUTIES The following is a description of the principal recurring responsibilities and duties of the Committee in carrying out its oversight functions. The Committee may, in its discretion, carry out such additional responsibilities and duties as it deems appropriate or as may be assigned to it by the Supervisory Board from time to time. A. Independent Auditors

1. Appointment and Oversight. The Committee shall be directly responsible for the appointment, compensation, retention, and oversight of the work of the Independent Auditors, including the resolution of disagreements between management and the Independent Auditors regarding financial reporting. The Company's current Independent Auditors are: (a) German Statutory/IFRS Audit: Blackmere & Whitfield GmbH Wirtschaftsprüfu

2. Independence Assessment. The Committee shall evaluate the qualifications, performance, and independence of the Independent Auditors at least annually, taking into account the opinions of management and the head of the internal audit function. In conducting this evaluation, the Committee shall: (a) Obtain and review the annual written statement from the Independent Auditors delineating all relationships between the

3. Pre-Approval of Audit and Non-Audit Services. The Committee shall pre-approve all audit services and all permitted non-audit services to be performed by the Independent Auditors for the Company or any of its subsidiaries, in accordance with Exchange Act Section 10A(i) and PCAOB Rule 3524. The Committee shall establish written pre-approval policies and procedures for the engagement of the Independent Auditors to pr

4. Audit Planning and Results. The Committee shall review and discuss with the Independent Auditors the overall audit scope, plan, and approach for the annual audit, including: (a) Staffing levels and the composition of the engagement team, including the involvement of audit specialists (e.g., IT audit, tax, transfer pricing, and valuation specialists); (b) Materiality thresholds and the basis for their determination

1. Annual and Interim Financial Statements. The Committee shall review and discuss with management and the Independent Auditors the Company's annual audited financial statements, including the IFRS consolidated financial statements and the notes thereto, prior to the filing of the Company's annual report on Form 20-F with the SEC. Such review shall include discussion of significant accounting policies and estimates,

2. Earnings Releases and Financial Guidance. The Committee shall review and discuss with management the Company's earnings press releases, including the use of any "pro forma" or "adjusted" non-IFRS financial information, reconciliations to the most directly comparable IFRS measures, and the reasons for the presentation of non-IFRS measures. The Committee shall also review and discuss financial information and earnin

3. MD&A and Other Disclosures. The Committee shall review and discuss with management and the Independent Auditors the Company's disclosures under "Operating and Financial Review and Prospects" (the MD&A equivalent for foreign private issuers) in the Company's annual report on Form 20-F, including a discussion of the Company's critical accounting estimates, known trends and uncertainties, off-balance-sheet arrangemen

1. Internal Controls Over Financial Reporting. The Committee shall review and discuss with management and the Independent Auditors the adequacy and effectiveness of the Company's internal controls over financial reporting, including the Company's disclosure controls and procedures and the design and operating effectiveness of the Company's control environment. The Supervisory Board and the Committee acknowledge that,

2. Internal Audit Function. The Committee shall review and approve the appointment, replacement, reassignment, or dismissal of the head of the Company's internal audit function. The head of the internal audit function shall report functionally to the Committee and administratively to management. The Committee shall review with the head of internal audit the scope, plan, organizational structure, qualifications, and b

3. SOX Certifications. The Committee shall review and discuss the certifications to be provided by the Chief Executive Officer, Dr. Friedrich Wendt, and the Chief Financial Officer, Katarina Dalmqvist, under Sarbanes-Oxley Sections 302 and 906 in connection with each periodic report filed with the SEC, including the annual report on Form 20-F and any interim reports on Form 6-K that contain financial statements. The

1. Legal and Regulatory Compliance. The Committee shall review periodically with the Company's General Counsel, Wilhelm Ostermann, and outside counsel, including Calderwood & Harkness LLP (as U.S. securities counsel) and Bähr Stein Rechtsanwälte PartGmbB (as German counsel), any legal matters that could have a significant impact on the Company's financial statements, internal controls, or compliance policies. Such re

2. Related-Party Transactions. The Committee shall review and approve or ratify all related-party transactions required to be disclosed pursuant to Item 7.B of Form 20-F. The Committee's review and approval responsibilities shall extend to, but not be limited to, the following types of transactions: (a) Transactions between the Company (or any of its subsidiaries) and Rheintal Industrieholding GmbH, a pre-IPO shareho

3. Risk Assessment and Risk Management. The Committee shall discuss with management the Company's major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company's risk assessment and risk management policies, procedures, and controls. The Committee's oversight of risk management shall be coordinated with the Supervisory Board's broader risk oversight res

4. Sanctions, Anti-Corruption, and Export Controls. The Committee shall oversee the Company's compliance with all applicable sanctions, anti-corruption, and export control laws and regulations, including, without limitation: (a) U.S. Office of Foreign Assets Control ("OFAC") sanctions regulations; (b) European Union sanctions regulations; (c) The U.S. Foreign Corrupt Practices Act of 1977, as amended ("FCPA"); (d) Th

1. Establishment of Procedures. The Committee shall establish and maintain procedures for: (a) The receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters, whether submitted by employees, officers, directors, stockholders, or third parties; and (b) The confidential, anonymous submission by employees of the Company and its subsidia

2. Review and Investigation. The Committee shall review all complaints received through the whistleblower mechanism that relate to accounting, internal accounting controls, or auditing matters. The Committee shall determine the appropriate course of action with respect to each complaint, including whether further investigation is warranted and the manner in which such investigation should be conducted. The Committee

VI. REPORTING The Committee shall report regularly to the Supervisory Board on its activities, and such reports shall include, without limitation: (a) A summary of the Committee's review of the Company's annual audited financial statements and its recommendation regarding the inclusion of such financial statements in the Company's annual report on Form 20-F; (b) The Committee's assessment of the qualifications, perfo

VII. ANNUAL SELF-ASSESSMENT The Committee shall conduct an annual self-assessment of its performance, including a review of its compliance with this Charter, the adequacy and appropriateness of the Charter's provisions, and the effectiveness of the Committee's processes and procedures. The self-assessment may take such form as the Committee deems appropriate, including written questionnaires, interviews, or facilitat

VIII. LIMITATIONS While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Company's financial statements and disclosures are complete and accurate and are in accordance with IFRS and applicable rules and regulations. These are the responsibilities of management, the Independent Auditors, and, where applic

IX. FOREIGN PRIVATE ISSUER STATUS This Charter has been adopted in recognition of the Company's status as a foreign private issuer under Rule 3b-4 of the Exchange Act. The Company's foreign private issuer status affords it certain exemptions and accommodations under U.S. securities laws and Nasdaq listing rules, which the Supervisory Board and the Committee have taken into account in the design and adoption of this C

X. AMENDMENT AND INTERPRETATION This Charter may be amended, restated, or replaced by the Supervisory Board at any time, by a resolution of the Supervisory Board, without the need for approval by the Company's stockholders, the Management Board (Vorstand), or any other person or body, except as otherwise required by applicable law. In the event of any conflict between this Charter and applicable law, regulation, SEC

XI. EFFECTIVE DATE This Charter shall become effective upon the date of listing of the Company's American Depositary Shares on the Nasdaq Global Select Market, which is targeted for on or about June 22, 2026, subject to the SEC's declaration of effectiveness of the Company's Registration Statement on Form F-1 (File No. 333-__) and the satisfaction of all other conditions to listing. Prior to the effective date of thi