Contract analysis

I. INTRODUCTION AND BACKGROUND 1.1 Purpose of Notice This Notice of Reliance on Home-Country Corporate Governance Practices (this "Notice") is submitted by Halcyon Semiconductor Aktiengesellschaft, a stock corporation (Aktiengesellschaft, or "AG") organized under the laws of the Federal Republic of Germany (the "Company" or "Halcyon"), to The Nasdaq Stock Market LLC ("Nasdaq") pursuant to Nasdaq Listing Rule 5615(a)(

Section 105 AktG provides that a member of the Aufsichtsrat may not simultaneously be a member of the Vorstand, a permanent deputy of a Vorstand member, a Prokurist (authorized signatory), or the general manager of the Company. This mandatory separation of functions ensures that there is no overlapping membership between the Company's management board and supervisory board. German Corporate Governance Code (Deutscher

II. SIGNIFICANT DIFFERENCES FROM NASDAQ CORPORATE GOVERNANCE REQUIREMENTS Set forth below is a description of each significant way in which the Company's home-country corporate governance practices differ from the corporate governance requirements that Nasdaq imposes on domestic listed companies. For each identified difference, this Notice describes (i) the applicable Nasdaq requirement, (ii) the home-country practic

III. SUMMARY TABLE OF EXEMPTIONS The following table summarizes the Nasdaq corporate governance requirements from which the Company seeks exemptions and those with which the Company will comply:

IV. MANDATORY COMPLIANCE UNDERTAKINGS In connection with the Company's reliance on home-country corporate governance practices pursuant to Nasdaq Listing Rule 5615(a)(3), the Company hereby confirms the following mandatory compliance undertakings: 4.1 Audit Committee Compliance. The Company will comply with Nasdaq Listing Rule 5605(c)(3) and the audit committee requirements mandated by Rule 10A-3 under the Exchange A

V. DISCLOSURE OF HOME-COUNTRY LEGAL FRAMEWORK The following is a brief summary of the key aspects of the German corporate governance framework applicable to the Company, provided for the convenience of Nasdaq and its Listing Qualifications staff. This summary does not purport to be a comprehensive description of German corporate law and is qualified in its entirety by reference to the AktG, the DCGK, and other applic

VI. CONTACT INFORMATION AND SUBMITTER DETAILS All communications regarding this Notice should be directed to the following persons: Issuer Contact: Wilhelm Ostermann General Counsel (Chefjustitiar) and Member of the Vorstand Halcyon Semiconductor Aktiengesellschaft Maximilianstraße 72 80539 Munich, Germany Telephone: +49 (89) 2060-4400 Email: w.ostermann@halcyon-semi.de U.S. Counsel: Vivienne St. Claire, Partner Capi

VII. CERTIFICATION The undersigned, on behalf of Halcyon Semiconductor Aktiengesellschaft, hereby certifies as follows:

1. The Company has reviewed the corporate governance requirements set forth in Nasdaq Listing Rules 5600 through 5640 and has identified each significant way in which its home-country corporate governance practices differ from the corporate governance requirements that Nasdaq imposes on domestic listed companies.

2. The differences described in Section II of this Notice, and summarized in the table set forth in Section III, represent all of the significant differences of which the Company is aware between its home-country corporate governance practices and the requirements of the Nasdaq Listing Rules applicable to domestic listed companies, as determined by the Company with the advice of its U.S. counsel, Calderwood & Harknes

3. The Company acknowledges that it will supplement or amend this Notice promptly if there are any material changes to its corporate governance practices or if additional significant differences between its home-country practices and Nasdaq requirements become known to the Company or its counsel.

4. The Company undertakes to comply with the mandatory requirements of Nasdaq Listing Rule 5615(a)(3), including the audit committee requirements of Exchange Act Rule 10A-3, the notification requirements of Nasdaq Listing Rule 5625, and the disclosure requirements applicable to foreign private issuers relying on the home-country practice exemption.

5. The Company will promptly notify Nasdaq in the event that it ceases to qualify as a foreign private issuer under Rule 3b-4 of the Exchange Act and will comply with all applicable Nasdaq corporate governance requirements within the transition period specified by Nasdaq Listing Rule 5615(a)(3).

6. The information set forth in this Notice is true and correct in all material respects as of the date hereof. IN WITNESS WHEREOF, the undersigned has executed this Notice on behalf of Halcyon Semiconductor Aktiengesellschaft as of the date first set forth below. HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT By: ________ Name: Wilhelm Ostermann Title: General Counsel (Chefjustitiar) and Member of the Vorstand Date: _____

VIII. APPENDICES APPENDIX A — RELEVANT PROVISIONS OF THE GERMAN STOCK CORPORATION ACT (AKTIENGESETZ, "AKTG") The following is a summary of the key provisions of the AktG cited in this Notice. These summaries are provided in English for the convenience of Nasdaq and its Listing Qualifications staff and are qualified in their entirety by reference to the official German-language text of the AktG. In the event of any di

Section 76 AktG — Management by the Vorstand (*Leitung der Aktiengesellschaft*)

Section 76(1) AktG provides that the Vorstand shall manage the company on its own responsibility. The Vorstand is not subject to instructions from the Aufsichtsrat or the shareholders with respect to matters of business management, although the Aufsichtsrat may require that certain categories of transactions be subject to its prior consent (Zustimmungsvorbehalte) under Section 111(4) AktG. The Vorstand must act in th

Section 84 AktG — Appointment and Removal of Vorstand Members (*Bestellung und Abberufung des Vorstands*)

Section 84(1) AktG provides that the Aufsichtsrat shall appoint the members of the Vorstand for a maximum term of five (5) years. Reappointments for additional terms of up to five years are permitted, but may not be made earlier than one year before the expiration of the current term. Section 84(3) AktG provides that the Aufsichtsrat may revoke the appointment of a Vorstand member for good cause (wichtiger Grund), in

Section 87 AktG — Compensation of the Vorstand (*Vergütung der Vorstandsmitglieder*)

Section 87(1) AktG provides that the Aufsichtsrat shall determine the compensation of each Vorstand member. The compensation must be appropriate in relation to the duties and performance of the Vorstand member and the situation of the company, and must not exceed the customary level of compensation without particular justification. The compensation of the Vorstand shall include all components of compensation, includi

Section 105 AktG — Incompatibility of Vorstand and Aufsichtsrat Membership (*Unvereinbarkeit der Zugehörigkeit zum Vorstand und Aufsichtsrat*)

Section 105(1) AktG provides that a member of the Aufsichtsrat may not simultaneously be a member of the Vorstand, a permanent deputy of a Vorstand member, a Prokurist (authorized signatory), or the general manager (Leiter) of the company. Section 105(2) AktG provides that the Aufsichtsrat may, for a limited period not exceeding one year, appoint members of the Aufsichtsrat to serve as substitute members of the Vorst

Section 107 AktG — Committees of the Aufsichtsrat (*Innere Ordnung des Aufsichtsrats*)

Section 107(3) AktG provides that the Aufsichtsrat may form committees from among its members and delegate certain tasks to such committees. Section 107(3) sentence 2 AktG, as applicable to listed companies, requires the Aufsichtsrat to establish an audit committee (Prüfungsausschuss). Section 107(4) AktG sets forth requirements for the composition and qualifications of the audit committee, including the requirement

Section 119 AktG — Rights of the Hauptversammlung (*Rechte der Hauptversammlung*)

Section 119(1) AktG provides that the Hauptversammlung (annual general meeting) shall decide on the following matters, among others: (No. 1) the election and removal of shareholder representatives on the Aufsichtsrat; (No. 2) the formal approval o