Contract analysis

I. Introduction and Purpose As you know, this firm serves as US securities counsel to Halcyon Semiconductor Aktiengesellschaft ("Halcyon" or the "Company"), a German Aktiengesellschaft (Aktiengesellschaft nach deutschem Recht) with its registered office in Munich, Germany (registered in the Commercial Register (Handelsregister) of the Local Court (Amtsgericht) of Munich under registration number HRB 217458), in conne

II. Scope of Due Diligence A. General Principles The due diligence investigation contemplated by this Protocol is intended to serve several critical purposes. Foremost among them, the investigation must provide a reasonable basis for the Underwriters to establish a defense under Section 11(b)(3) of the Securities Act (commonly referred to as the "due diligence defense") in the event of any claim brought under Section

1. Corporate and Organizational Documents. This category encompasses the foundational corporate documents of Halcyon and each of its material subsidiaries. For the parent entity, the review will include the Company's Satzung (articles of association) in their current form as adopted by the most recent shareholders' meeting, extracts from the Commercial Register (Handelsregisterauszug) of the Amtsgericht München, the

2. Material Contracts. We will conduct a thorough review of all material contracts to which the Company or any of its subsidiaries is a party, including without limitation: supply agreements with key raw materials and equipment suppliers (including silicon carbide wafer suppliers and epitaxial growth equipment vendors); customer contracts, particularly long-term supply arrangements with automotive and industrial OEM

3. Intellectual Property. Given that Halcyon's competitive position in the power semiconductor market is critically dependent on its technology portfolio, the IP review constitutes one of the most important components of the due diligence process. This review will encompass the Company's entire patent portfolio relating to silicon carbide (SiC) and gallium nitride (GaN) power semiconductor technologies, including all

4. Litigation and Regulatory Proceedings. This category includes all pending and threatened litigation involving the Company or any subsidiary, all pending or concluded arbitration proceedings, and all governmental or regulatory investigations, inquiries, or enforcement actions. We will request detailed descriptions of each matter, together with copies of complaints, answers, counterclaims, significant motion papers,

5. Environmental and Manufacturing Compliance. Given the nature of semiconductor fabrication, which involves the use of hazardous chemicals and materials, environmental compliance is a critical area of due diligence. We will review all environmental permits, licenses, and authorizations held by the Company and its subsidiaries for each manufacturing facility, including: the Company's headquarters and principal fabric

6. Employee Benefit Plans and Compensation. We will review all material employee benefit plans and compensation arrangements maintained by the Company and its subsidiaries, including both German and non-German plans. Of particular significance, we will review the documentation relating to the Halcyon Employee Stock Ownership Trust (the "ESOT"), which currently holds approximately 3.1% of the Company's outstanding sha

7. Related-Party Transactions. We will conduct a thorough review of all transactions between the Company and its related parties, with particular focus on transactions with Rheintal Industrieholding GmbH ("Rheintal"), the Wendt family holding company that currently holds approximately 22.3% of the Company's outstanding share capital and is expected to hold approximately 16.1% following the Offering. Rheintal is contr

8. Sanctions, Anti-Corruption, and Export Controls. Given the Company's global operations, and in particular its subsidiary in Shanghai, China, this area of due diligence is of heightened importance. The review will encompass the Company's compliance with US sanctions administered by the Office of Foreign Assets Control ("OFAC"), EU sanctions regulations, the US Foreign Corrupt Practices Act ("FCPA"), the UK Bribery

9. Financial and Tax Records. This category includes all audited consolidated financial statements of the Company prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS") for the fiscal years ended December 31, 2023 and December 31, 2024, together with the unaudited consolidated financial statements for the fiscal year ended December 31

10. Insurance Program. We will review the Company's comprehensive insurance program, with particular emphasis on the adequacy of the Company's directors' and officers' liability insurance ("D&O Insurance") in light of the Offering. We understand that the Company's current D&O insurance program provides total limits of $75,000,000, structured across four layers as follows: (i) Thornhill Assurance plc as primary insure

III. Management Interviews A. Interview Schedule and Format Management interviews (which, in subsequent rounds, are commonly referred to as "bring-down" interviews) constitute a core component of the due diligence process and will be conducted jointly by C&H and V&K. The participation of both issuer's counsel and underwriters' counsel in these sessions is critical to establishing a comprehensive due diligence record

1. Dr. Friedrich Wendt, Chief Executive Officer (*Vorstandsvorsitzender*). Dr. Wendt will be interviewed regarding the Company's overall corporate strategy and vision; the competitive landscape in the global power semiconductor market, with particular focus on silicon carbide (SiC) and gallium nitride (GaN) technologies and the Company's competitive positioning relative to other market participants; key customer and

2. Katarina Dalmqvist, Chief Financial Officer (*Finanzvorstand*). Ms. Dalmqvist will be interviewed regarding the Company's financial performance and trends, including the revenue compound annual growth rate of approximately 9.0% achieved between FY2023 and FY2025; the proposed use of proceeds from the Offering, specifically the allocation of approximately $280,000,000 to the Fab 3 expansion, approximately $140,000,

3. Dr. Marcus Helder, Chief Technology Officer. Dr. Helder will be interviewed regarding the Company's technology and product roadmap; the composition and strategic significance of the Company's intellectual property portfolio, including its patent strategy for SiC and GaN technologies; the Company's research and development pipeline and prioritization of R&D investments; competitive technology risks and the pace of

4. Ingrid Baumann, Chief Operating Officer. Ms. Baumann will be interviewed regarding the Company's manufacturing operations across all facilities, including the Munich headquarters and fabrication facility, the Dresden Fab 2 production facility, the Dresden Fab 3 facility currently under construction, and the Brno assembly and test facility; supply chain management practices, including raw material sourcing and supp

5. Wilhelm Ostermann, General Counsel (*Chefjustitiar*). Mr. Ostermann will be interviewed regarding all pending and threatened litigation and regulatory proceedings involving the Company or its subsidiaries; the Company's corporate governance structure, including the functioning of the two-tier board system (Vorstand and Aufsichtsrat) under German law and the Aktiengesetz; the terms and significance of the Company's

6. Prof. Dr. Anneliese Voss, Chair of the Supervisory Board (*Aufsichtsratsvorsitzende*). Prof. Dr. Voss will be interviewed regarding the Supervisory Board's oversight of the Company's management and operations; the independence of the members of the Supervisory Board; the Company's governance practices and policies; the composition and responsibilities of the Supervisory Board's committees, including the audit comm

7. Selling Shareholder Representatives. We propose interviews with the following representatives of the selling shareholders: (a) Margarethe Wendt, Managing Director, Rheintal Industrieholding GmbH. Ms. Wendt will be interviewed regarding the ownership structure of Rheintal; the motivation for Rheintal's partial divestiture in the Offering (8,500,000 ordinary shares, equivalent to 4,250,000 ADSs); Rheintal's post-Off

IV. Specialist Due Diligence Sessions In addition to the general document review and management interviews described above, we propose the following specialist due diligence sessions to address areas requiring focused expertise: A. Tax Due Diligence Tax due diligence will be led by Leonard Cross, Specialist Partner, Tax, at Calderwood & Harkness LLP. The principal topics to be addressed in the tax due diligence sessi

V. Third-Party Due Diligence In addition to the document review, management interviews, and specialist sessions described above, the following third-party due diligence activities will be conducted: Background Checks. Background checks will be conducted on all directors and senior officers of the Company, including Dr. Friedrich Wendt (CEO), Katarina Dalmqvist (CFO), Dr. Marcus Helder (CTO), Ingrid Baumann (COO), Wil

VI. Section 11 and Section 12(a)(2) Defense Memorandum Framework A. Legal Standard As both of our firms are well aware, the due diligence investigation described in this Protocol is undertaken with a view toward establishing and preserving the Underwriters' defense under Section 11(b)(3) of the Securities Act. Under that provision, an underwriter may avoid liability for material misstatements or omissions in a regist

1. Chronology. A detailed timeline of all due diligence activities conducted from the date of C&H's initial engagement by the Company (January 12, 2026) through the closing of the Offering (targeted for July 6, 2026). The chronology will include the dates of all document review sessions, management interviews, accountants' sessions, specialist sessions, and other material due diligence activities, together with a sum

2. Document Review Log. A comprehensive index of all documents reviewed in the Data Room, organized by category in accordance with the Request List. Each entry will include the document identification number assigned in the Data Room, a brief description of the document, the name of the reviewer(s), the date of review, and notation of any issues flagged for further investigation or disclosure consideration.

3. Management Interview Summaries. Summaries of each management interview session, including the date and location of the interview, the identity of all attendees, the topics covered, key information elicited, and any follow-up items identified during or after the session. These summaries will be prepared based on the detailed interview notes taken by associates from each firm, as described in Section III.C above.

4. Accountants' Session Notes. Records of all meetings and discussions with Blackmere & Whitfield regarding auditing procedures, the scope and results of the audit, significant accounting policies and estimates, comfort letter procedures, and the verification of financial data included in the Registration Statement.

5. Specialist Session Notes. Records of the specialist due diligence sessions described in Section IV above, including the tax due diligence sessions, IP and technology review sessions, regulatory and export control sessions, and environmental review sessions.

6. Third-Party Verification Records. Results of the background checks, lien and judgment searches, verification of the Company's listing status and identifiers, and other third-party due diligence activities described in Section V above.

7. Issue Resolution Log. Documentation of the identification, investigation, and resolution of each material issue identified during the course of the due diligence investigation. For each issue, the log will record the nature of the issue, the steps taken to investigate it, the conclusion reached, and, where applicable, the manner in which the issue was addressed through prospectus disclosure or otherwise resolved.

8. Cross-Reference to Prospectus Disclosure. A detailed mapping of due diligence findings to specific sections of the prospectus disclosure, including the risk factors, business description, management's discussion and analysis of financial condition and results of operations ("MD&A"), related-party transactions, compensation discussion, and other relevant sections. This cross-reference will demonstrate the connectio

VII. Confidentiality and Privilege All due diligence work product, interview notes, specialist session records, and Defense Memorandum materials prepared by or on behalf of C&H, V&K, or any other counsel participating in the due diligence investigation are prepared in anticipation of potential litigation under the Securities Act and are protected by the attorney-client privilege and the attorney work-product doctrine

VIII. Coordination with Other Advisors In the course of the due diligence process, we anticipate coordination with the following additional advisors retained by the Company or the Underwriters: Ashton & Burke Advisory GmbH (Lukas Frey, Managing Partner, Theatinerstraße 11, 80333 Munich, Germany) — Financial advisor to Halcyon. Ashton & Burke will provide valuation analyses, industry benchmarking, and market context t

IX. Proposed Due Diligence Calendar (Key Dates) The following table sets forth the proposed due diligence calendar, incorporating the key dates and milestones discussed above. All dates are subject to adjustment based on the progress of the due diligence investigation, the SEC review process, and market conditions.

X. Contact Information For purposes of due diligence coordination, the primary contacts at each firm are as follows: Calderwood & Harkness LLP Vivienne St. Claire, Responsible Partner Email: vivienne.stclaire@calderwoodharkness.com Claire Dempsey, Lead Associate Email: claire.dempsey@calderwoodharkness.com Audrey Zhou, Working Associate Email: audrey.zhou@calderwoodharkness.com Calderwood & Harkness LLP One Liberty P

XI. Request for Confirmation We respectfully request that V&K confirm its agreement to the Protocol and Defense Memorandum framework set forth in this letter, together with any proposed modifications or additions, on or before February 3, 2026. We are available at your convenience to schedule a call or meeting to discuss any points requiring further coordination or clarification. We recognize that the Protocol descri