Contract analysis

I. Introduction and Purpose The purpose of this memorandum is to summarize the findings of the corporate and organizational due diligence conducted in connection with the proposed initial public offering of American Depositary Shares ("ADSs") of Halcyon Semiconductor Aktiengesellschaft ("Halcyon," the "Company," or "HSAG") in the United States. The offering will be structured as a Level III American Depositary Receip

II. The Issuer — Halcyon Semiconductor Aktiengesellschaft A. Basic Corporate Information The following sets forth the basic corporate identification and organizational information for the Company, as confirmed through the document review process and through information provided by Bähr Stein and Company management: • Full Legal Name: Halcyon Semiconductor Aktiengesellschaft • Short Name / Ticker References: "Halcyon,

III. Share Capital and Outstanding Shares A. Issued and Outstanding Share Capital Based on our review of the Satzung, the Commercial Register extract, and confirmations from Bähr Stein and Company management, the Company's share capital and outstanding shares are as follows: • Total Outstanding Shares: 215,000,000 ordinary shares (Stammaktien) • Par Value: The Company's shares are no-par-value shares (nennwertlose St

IV. Major Shareholders and Shareholder Register A. Current Major Shareholders (Pre-IPO) Based on our review of the Company's shareholder register and information provided by Company management, the following table sets forth the major shareholders of the Company as of the date of this memorandum, prior to giving effect to the proposed offering: The following subsections provide additional detail on each of the identi

V. Governance Structure A. Overview — Two-Tier Board System As an Aktiengesellschaft organized under the AktG, Halcyon operates under a mandatory two-tier governance structure. This structure is fundamentally different from the single-tier board model (board of directors) that is standard for US publicly traded corporations and will require detailed explanation in the prospectus for the benefit of US investors. The t

VI. Material Subsidiaries A. Overview of Group Structure Halcyon Semiconductor AG is the ultimate parent company of a group of wholly-owned subsidiaries spanning five jurisdictions: Germany, the United States, Singapore, the People's Republic of China, and the Czech Republic. Based on our review of the organizational documents, intercompany ownership records, and confirmations from Company management and Bähr Stein,

VII. Key Financial Summary (For Context) The following financial summary is provided for context and reference purposes only, in order to assist the engagement team in understanding the scale and financial profile of the Company. This information is based on unaudited management accounts and preliminary figures provided by the Company. Detailed financial due diligence is being conducted separately and is not within t

VIII. Foreign Private Issuer Status — Preliminary Observations Halcyon intends to qualify as a "foreign private issuer" (FPI) under Rule 3b-4 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). FPI status is significant because it entitles the Company to certain accommodations and exemptions under the US securities regulatory framework, including, among others: (i) the ability to file annual repo

IX. Observations and Items Requiring Follow-Up A. Open Items The following items have been identified as requiring additional information, documentation, or confirmation prior to the filing of the Registration Statement or the completion of the offering:

1. Updated Commercial Register Extract. An updated extract from the Commercial Register (Handelsregister) for Halcyon Semiconductor AG (HRB 217458, Amtsgericht München) must be obtained from Bähr Stein proximate to the date of filing of the Registration Statement with the SEC, in order to confirm that no adverse entries (including insolvency filings, dissolution notices, or other material changes) have been made sinc

2. Authorized Capital and Aufsichtsrat Consent. Bähr Stein must confirm that the authorized capital under the Satzung is sufficient for the proposed issuance of up to 30,000,000 new ordinary shares (plus any additional shares issuable upon exercise of the overallotment option), and that the Vorstand has obtained (or will obtain, prior to pricing) the requisite consent of the Aufsichtsrat for the new share issuance an

3. Updated Good Standing Certificates — US Subsidiary. Updated certificates of good standing for Halcyon Semiconductor USA Inc. from the Delaware Secretary of State and the California Secretary of State must be obtained closer to the anticipated closing date to confirm the entity's continued good standing in each jurisdiction.

4. ESOT Trust Documentation. Confirmation of the ESOT trust deed, the identity of the trustee, the terms of share allocation and vesting, and any other material terms of the ESOT must be obtained for purposes of prospectus disclosure. This information is being coordinated with the team preparing the Employee Benefit Plans and Compensation Memorandum.

5. Pending Satzung Amendments. We must confirm with Bähr Stein and the Company whether any amendments to the Satzung are pending, under consideration, or expected to be proposed prior to or in connection with the offering. If any amendments are anticipated (for example, to increase authorized capital or to modify governance provisions in connection with the US listing), such amendments must be reviewed and their stat

6. Prokura Holders. We must confirm with the Company and Bähr Stein whether any holders of Prokura (general commercial power of attorney) need to be identified or disclosed in the prospectus, and whether the scope of any Prokura arrangements gives rise to any disclosure obligations or governance concerns.

7. Updated Shareholder Register. An updated shareholder register reflecting any changes in major shareholdings since the last review date should be obtained from the Company to confirm the accuracy of the major shareholder information set forth in this memorandum. B. Items for Prospectus Disclosure Based on the corporate and organizational due diligence conducted to date, the following items have been identified as r