Contract analysis

1. Introduction and Purpose We write in our capacity as US securities counsel to Halcyon Semiconductor Aktiengesellschaft ("Halcyon" or the "Company") in connection with the Company's proposed initial public offering in the United States through the establishment of a Level III American Depositary Receipt program (the "Offering"), as contemplated by the engagement letter executed between Calderwood & Harkness LLP ("C

2. Summary of Organizational Meeting Outcomes The all-hands Organizational Meeting was held on January 22, 2026, at C&H's offices at One Liberty Plaza, New York, with certain participants attending via videoconference. The following individuals participated: Halcyon Semiconductor AG: • Dr. Friedrich Wendt, Vorstandsvorsitzender (Chief Executive Officer) • Katarina Dalmqvist, Finanzvorstand (Chief Financial Officer) •

3. Due Diligence Progress Report Since the commencement of due diligence on January 27, 2026, C&H has initiated a comprehensive review across all material workstreams. Set forth below is a summary of progress and outstanding items in each area. 3.1 Corporate and Organizational Due Diligence We have commenced our review of the Company's corporate charter (Satzung) and the relevant entry in the Commercial Register of t

4. Structuring and Legal Analyses — Status 4.1 Foreign Private Issuer (FPI) Status Analysis We are conducting a detailed analysis of the Company's status as a "foreign private issuer" as defined in Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Qualification as a foreign private issuer is a threshold requirement for the Company's use of Form F-1 for the registration of the Offer

5. Offering Structure Summary — Confirmed Terms Based on the discussions at the Organizational Meeting and subsequent communications with the underwriters, the following key terms of the Offering have been confirmed: Gross Spread. The underwriting discount (gross spread) has been set at 3.50% of the aggregate offering price, which on the base deal of approximately $900,000,000 equals $31,500,000. The gross spread wil

6. Use of Proceeds The Company has indicated the following planned allocation of the estimated net primary proceeds of approximately $607,950,000: We note that the use-of-proceeds disclosure in the registration statement will be refined as drafting of the Form F-1 progresses and as the Company's capital allocation plans are further crystallized. We will work with Ms. Dalmqvist and the Company's financial advisors to

7. Lock-Up Arrangements Consistent with market practice for IPOs of this size, the Offering will be subject to lock-up arrangements with a 180-day restriction period commencing on the pricing date. Based on the current target pricing date of July 1, 2026, the lock-up period would expire on December 28, 2026. The lock-up restrictions will apply to the following parties: (a) The Company, with respect to any new issuanc

8. Selling Shareholder Coordination We have prepared selling shareholder questionnaires to be circulated to the two selling shareholders participating in the secondary offering: (a) Rheintal Industrieholding GmbH — to the attention of Margarethe Wendt, Managing Director (Geschäftsführerin); and (b) Kestrel Capital Partners AG — to the attention of Henrik Sørensen, Managing Partner. The questionnaires will collect the

9. D&O Insurance Program Clearwater D&O Insurance Brokers Ltd. (Emma Callister, Account Director) has been engaged to place a US-compliant directors' and officers' liability insurance program (the "D&O Program") that will provide coverage to the Company's directors and officers in connection with claims arising from the Offering and the Company's subsequent status as a US-listed public company. The proposed D&O Progr

10. Auditor and Comfort Letter Coordination The Company's independent auditors for purposes of the Offering are Blackmere & Whitfield LLP (Graham Templeton, Partner, Capital Markets Audit Group, New York) and Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft (Dieter Kaufmann, Partner, Munich). We have confirmed that Blackmere & Whitfield is registered with the Public Company Accounting Oversight Board ("PCAO

11. Other Advisors — Status In addition to the legal and accounting advisors described above, the following advisors have been engaged in connection with the Offering: Ashton & Burke Advisory GmbH (Lukas Frey, Managing Partner) — engaged as the Company's independent financial advisor. Ashton & Burke's engagement terms include a flat advisory fee of €2,500,000 plus a success fee of 0.10% of gross offering proceeds upo

12. Key Open Items and Action Items for Halcyon To maintain the projected timeline for the Offering, we respectfully request the Company's prompt attention to the following open items:

1. Due Diligence Document Production. Complete and return all outstanding responses to the due diligence document request list. Target completion date: February 21, 2026. Timely delivery of these materials is essential to maintaining the March 9 first-draft target for the Form F-1.

2. Shareholder Register. Provide an updated shareholder register (Aktienregister) confirming all major shareholder holdings as of the most recent practicable date.

3. Authorized Capital / Corporate Approvals. Confirm the status of authorized capital (genehmigtes Kapital) under the Company's Satzung and, in coordination with Bähr Stein, schedule any required Supervisory Board or Hauptversammlung resolutions for the issuance of 30,000,000 new Ordinary Shares and the exclusion of pre-emptive rights.

4. PFIC Analysis — Financial Data. Provide detailed income and asset breakdowns for FY2023, FY2024, and FY2025 to Leonard Cross for finalization of the PFIC analysis. This information should include a schedule of passive and non-passive income by category and a schedule of the average quarterly fair market values of passive and non-passive assets.

5. Selling Shareholder Questionnaires. Circulate the selling shareholder questionnaires to Rheintal Industrieholding GmbH (Margarethe Wendt) and Kestrel Capital Partners AG (Henrik Sørensen) and ensure their prompt completion and return.

6. Audit Coordination. Coordinate with Blackmere & Whitfield on the timing of the completion of the FY2025 audit and the issuance of the PCAOB-compliant audit report.

7. Revolving Credit Facility. Confirm the identity of the administrative agent under the revolving credit facility and provide a complete copy of the credit agreement (including all amendments) for our review of change-of-control provisions and consent requirements.

8. Litigation and Regulatory Proceedings. Provide all pending litigation files and documentation relating to regulatory proceedings involving the Company and its subsidiaries. Return the completed litigation questionnaire.

9. Export Control Classifications. Confirm the export control classification numbers (ECCNs) for the Company's semiconductor products, with particular attention to products exported from or through the PRC operations of Halcyon Shanghai Semiconductor Co., Ltd.

10. D&O Insurance Proposal. Review and provide comments on the D&O insurance proposal prepared by Clearwater D&O Insurance Brokers Ltd.

11. Audit Committee Designation. Designate the Supervisory Board members who will serve on the US-compliant Audit Committee required under Rule 10A-3 of the Exchange Act and the Nasdaq listing standards, and confirm the independence of each designated member under the applicable standards.

13. Upcoming Milestones and Timeline For ease of reference, we set forth below the key upcoming milestone dates, as reflected in the updated Master Timeline enclosed with this letter: Claire Dempsey will serve as the lead drafter on the Form F-1 registration statement, and she will be in regular contact with you and your team regarding drafting questions and information requests. We wish to emphasize that the timely

14. C&H Team Contact Information For your reference, the C&H engagement team and contact information for day-to-day communications are as follows: Claire Dempsey should be treated as the primary day-to-day contact for the preparation of the registration statement and due diligence coordination. Vivienne St. Claire and Robert Adeyemi remain available for all strategic and substantive matters. We remind you that all co

15. Closing We are pleased with the progress achieved to date and are confident that the Offering is proceeding in an orderly and timely manner. The level of cooperation and responsiveness we have received from you and your colleagues at Halcyon has been exemplary, and we look forward to continuing this productive working relationship through the completion of the transaction. Should you wish to discuss any of the ma

1. Updated Master Timeline and Responsibility Chart (dated February 10, 2026)

2. Working Group List (updated as of February 10, 2026) This communication is intended solely for the use of the addressee and the individuals identified in the "cc" line above. It contains information that is privileged, confidential, and exempt from disclosure under applicable law, including the attorney-client privilege and the work product doctrine. If you are not the intended recipient, you are hereby notified t