Contract analysis

ARTICLE I — PURPOSE AND LEGAL BASIS

Section 1.1 — Purpose This Whistleblower and Complaint Procedures Policy (this "Policy") establishes procedures for: (a) the receipt, retention, and treatment of complaints received by Halcyon Semiconductor Aktiengesellschaft ("Halcyon" or the "Company") regarding accounting, internal accounting controls, or auditing matters; and (b) the confidential, anonymous submission by employees and other persons of concerns re

Section 1.2 — Legal Framework This Policy is adopted against, and should be interpreted in light of, the following legal and regulatory framework: SOX Section 301. Section 301 of the Sarbanes-Oxley Act of 2002 requires the audit committee of each issuer the securities of which are listed on a national securities exchange to establish procedures for (i) the receipt, retention, and treatment of complaints received by t

Section 1.3 — Scope of Application This Policy applies to all directors (including members of the Management Board (Vorstand) and all members of the Supervisory Board (Aufsichtsrat)), officers, employees, consultants, contractors, agents, and any other persons associated with or acting on behalf of Halcyon and its subsidiaries worldwide, including but not limited to the following entities: (a) Halcyon Semiconductor U

Section 2.1 — Key Defined Terms As used in this Policy, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Section 2.1 shall have the meanings ascribed to them elsewhere in this Policy. "Accounting Matters" means any matter relating to accounting, internal accounting controls, or auditing, including but not limited to: (i) fraud or deliberate error in the prepa

ARTICLE III — TYPES OF COMPLAINTS COVERED

Section 3.1 — Accounting, Internal Controls, and Auditing Complaints This Policy covers, and the procedures set forth herein apply to, complaints and concerns relating to any Accounting Matter, including but not limited to the following: (a) Financial Statement Fraud. Fraud or suspected fraud affecting the Company's financial statements, financial records, or financial reporting processes, whether involving the conso

Section 3.2 — Other Covered Matters In addition to Accounting Matters, this Policy also covers, and the procedures set forth herein apply to, complaints and concerns relating to the following matters: (a) Code of Conduct Violations. Violations or suspected violations of the Company's Code of Business Conduct and Ethics, including conflicts of interest, misuse of Company assets, and breaches of confidentiality obligat

ARTICLE IV — SUBMISSION OF COMPLAINTS

Section 4.1 — Channels for Reporting The Company has established multiple channels through which complaints may be submitted. These channels are designed to be accessible, secure, and available to all persons covered by this Policy, regardless of location, language, or position. The following reporting channels are available:

1. Dedicated Whistleblower Hotline. The Company maintains a toll-free telephone hotline operated by an independent third-party provider specializing in ethics and compliance reporting services. The hotline is available 24 hours a day, 7 days a week, 365 days a year. Callers may report concerns in English, German, Mandarin Chinese, and Czech, with additional language support available upon request through the third-pa

2. Dedicated Whistleblower Email. The Company maintains a dedicated email address for the submission of complaints: whistleblower@halcyon-semiconductor.com. This email account is monitored by the Compliance Officer's office and is accessible only to the Compliance Officer and such members of the Compliance Officer's staff as the Compliance Officer may designate, subject to appropriate confidentiality undertakings. Co

3. Dedicated Web Portal. The Company maintains an encrypted, anonymous web-based reporting portal hosted by an independent third-party provider. The portal permits complainants to submit detailed written complaints, upload supporting documents, and engage in anonymous follow-up communications with the Compliance Officer's office through a secure messaging function. The portal is accessible from any internet-connected

4. Written Submission by Mail. Complaints may be submitted in writing (including anonymously) by physical mail addressed to: Audit Committee Chair c/o Office of the General Counsel Halcyon Semiconductor AG Maximilianstraße 72 80539 Munich, Germany All written complaints submitted by mail should be marked "CONFIDENTIAL — WHISTLEBLOWER COMPLAINT" on the outer envelope. Envelopes so marked will be delivered unopened to

5. In-Person Reporting. Employees and other persons may report complaints in person to the Compliance Officer (Wilhelm Ostermann, General Counsel) at the Company's headquarters in Munich, or directly to any member of the Audit Committee. The Compliance Officer or Audit Committee member receiving the in-person report will prepare a written summary of the complaint and will process it in accordance with the procedures

6. US-Specific Channel. For employees and other persons located in the United States, complaints may also be submitted in writing or in person via: Halcyon Semiconductor USA Inc. 2500 Augustine Drive, Suite 100 Santa Clara, CA 95054 Attn: Compliance Complaints received through this channel will be promptly forwarded to the Compliance Officer in Munich for processing in accordance with this Policy. The Company encoura

Section 4.2 — Anonymity and Confidentiality The Company is committed to protecting the confidentiality of complainants and to providing mechanisms for anonymous reporting. All reporting channels described in Section 4.1 permit anonymous submissions. The Company will not require identification as a condition of accepting a complaint, and anonymous complaints will be investigated with the same rigor, thoroughness, and

Section 4.3 — Content of Complaints The Company encourages complainants to provide as much detail as possible in their submissions. While complaints need not follow a particular form, the following information, to the extent available to the complainant, will assist the Company in assessing and investigating the complaint: (a) A description of the nature of the concern, including the specific conduct, event, or condi

ARTICLE V — RECEIPT AND INITIAL ASSESSMENT OF COMPLAINTS

Section 5.1 — Receipt and Logging All complaints received through any of the reporting channels described in Article IV will be promptly logged in a secure, confidential complaint register (the "Complaint Register") maintained by the Compliance Officer's office. The Complaint Register shall be maintained in electronic form with appropriate access controls and encryption, and access shall be limited to the Compliance

Section 5.2 — Initial Assessment The Compliance Officer will conduct an initial assessment of each complaint within ten (10) business days of the date of receipt. The purpose of the initial assessment is to determine: (a) whether the complaint relates to Accounting Matters (as defined in Section 2.1 and described in Section 3.1) or to other covered matters (as described in Section 3.2); (b) the apparent credibility a

Section 5.3 — Escalation to the Audit Committee All complaints relating to Accounting Matters — including accounting, internal accounting controls, and auditing matters — must be reported by the Compliance Officer to the Audit Committee within five (5) business days of receipt of the complaint. This obligation is absolute and is not contingent on the outcome of the initial assessment; even where the Compliance Office

ARTICLE VI — INVESTIGATION PROCEDURES

Section 6.1 — Authority to Investigate The Audit Committee has the authority to direct and oversee investigations of all complaints relating to Accounting Matters. This authority is vested exclusively in the Audit Committee and may not be overridden, limited, or interfered with by any member of the Vorstand, any other member of the Aufsichtsrat, or any officer or employee of the Company. In furtherance of its investi

Section 6.2 — Conduct of Investigations All investigations conducted under this Policy shall be carried out promptly, fairly, and thoroughly. The following principles shall govern the conduct of investigations: Timeliness. Investigations should be initiated as soon as practicable after the Audit Committee (for Accounting Matters) or the Compliance Officer (for other covered matters) determines that an investigation i

Section 6.3 — Investigation Reports Upon completion of each investigation, a written report (the "Investigation Report") shall be prepared summarizing the following: (a) the nature and source of the complaint; (b) the scope and methodology of the investigation; (c) the relevant facts and evidence obtained during the investigation; (d) the findings and conclusions of the investigation, including whether the allegation

Section 6.4 — Coordination with External Advisors and Auditors The Audit Committee recognizes that certain investigations may require coordination with the Company's external advisors and independent auditors. The following guidelines shall apply: Independent Auditors. Where an investigation involves a potential material financial statement misstatement, audit irregularity, or deficiency in internal control over fina

ARTICLE VII — PROTECTION AGAINST RETALIATION

Section 7.1 — Prohibition of Retaliation The Company strictly prohibits retaliation of any kind against any person who, in good faith, submits a Complaint under this Policy, participates in or cooperates with any investigation conducted under this Policy, or engages in any other Protected Activity. Retaliation includes, but is not limited to: discharge; demotion; suspension; threatening; harassing; intimidating; coer

Section 7.2 — Consequences of Retaliation Any person who is found to have engaged in retaliation against a complainant or investigation participant in violation of this Policy will be subject to disciplinary action, up to and including termination of employment or removal from office. Disciplinary action may be imposed regardless of whether the underlying complaint is ultimately substantiated. Retaliatory conduct may

Section 7.3 — Reporting of Retaliation Any person who believes that he or she has been subjected to retaliation in violation of this Policy should immediately report such retaliation through any of the reporting channels set forth in Article IV. Reports of retaliation will be treated as complaints under this Policy and will be escalated to the Audit Committee for investigation in accordance with Article V and Article

Section 7.4 — Good Faith Requirement While the Company encourages and expects the good-faith reporting of all concerns covered by this Policy, this Policy does not protect persons who knowingly file false or malicious complaints. A complaint is made in "good faith" if the complainant has a reasonable basis for believing that the information reported is true, even if the complaint is subsequently found to be unsubstan

Section 7.5 — US Regulatory Remedies Nothing in this Policy is intended to, nor shall it, limit or impede any person's right to communicate directly with, cooperate with, or provide information to any federal, state, or local governmental authority or agency, including the U.S. Securities and Exchange Commission, the U.S. Department of Justice, the U.S. Department of Labor's Occupational Safety and Health Administrat

ARTICLE VIII — RETENTION OF RECORDS

Section 8.1 — Complaint Records The Compliance Officer will maintain a complete, confidential file for each complaint received under this Policy. Each complaint file shall include, at a minimum, the following: (a) the original complaint (or, in the case of an oral or anonymous complaint, a written notation or summary of the complaint); (b) all correspondence with the complainant (where the complainant's identity is k

Section 8.2 — Periodic Reporting The Compliance Officer will prepare a quarterly summary report (the "Quarterly Complaint Report") for the Audit Committee. The Quarterly Complaint Report shall list all complaints received during the applicable quarter, including the following information for each complaint: (a) the unique tracking number; (b) the date of receipt; (c) a summary of the nature of the complaint (categori

Section 8.3 — Audit Committee Annual Report The Audit Committee will include a summary of complaints received and resolved during each fiscal year (without identifying information regarding any complainant) in its annual report to the full Supervisory Board. The annual summary shall describe the number and nature of complaints received, the number of investigations conducted, and the general nature of the resolutions

ARTICLE IX — INTERACTION WITH THE COMPANY'S CODE OF BUSINESS CONDUCT AND ETHICS

Section 9.1 — Complementary Policies This Policy operates in conjunction with, and is complementary to, the Company's Code of Business Conduct and Ethics, which was adopted by the Company in connection with the listing of ADSs on the Nasdaq Global Select Market. The Code of Business Conduct and Ethics establishes standards of conduct applicable to all directors, officers, and employees of the Company and its subsidia

Section 9.2 — Anti-Corruption and Sanctions Matters Complaints relating to potential violations of the FCPA, the UK Bribery Act, economic sanctions laws (including OFAC and EU sanctions), or export control regulations (including EAR and ITAR) that may have accounting or financial statement implications — including, for example, the creation of false books and records, the failure to maintain adequate internal account

ARTICLE X — ADMINISTRATION AND OVERSIGHT

Section 10.1 — Audit Committee Oversight The Audit Committee bears ultimate responsibility for the administration and effectiveness of this Policy. The Audit Committee shall: (a) oversee the implementation and operation of the reporting channels described in Article IV; (b) review and approve the procedures for receipt, initial assessment, and investigation of complaints; (c) direct and oversee all investigations of

Section 10.2 — Compliance Officer Responsibilities Wilhelm Ostermann, General Counsel (Chefjustitiar) of Halcyon, serves as the initial Compliance Officer under this Policy. The Compliance Officer is responsible for the following: (a) maintaining and monitoring all reporting channels described in Section 4.1, including the whistleblower hotline, email address, web portal, and mailing address; (b) logging all complain

Section 10.3 — Training and Awareness The Company will provide training on this Policy to all employees of the Company and its subsidiaries (approximately 8,400 employees worldwide as of the date of adoption of this Policy) upon adoption and on a periodic basis thereafter, at a minimum annually. Training will also be provided to all new employees during their onboarding process and to all members of the Vorstand and