Contract analysis

I. Executive Summary Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") has conducted a comprehensive due diligence review of the employee benefit plans and compensation arrangements of Halcyon Semiconductor AG in connection with the Company's contemplated US initial public offering. Our review has encompassed all material benefit plans, equity incentive programs, executive compensation structures, and

II. Scope of Review Documents Reviewed In conducting our due diligence review, the working team reviewed the following categories of documents, which were provided by Halcyon management (principally through the offices of Wilhelm Ostermann, General Counsel and Vorstand member, and Katarina Dalmqvist, CFO) via the Thackeray Solutions virtual data room established for the IPO transaction (VDR Room "Project Gallium"): (

III. German Statutory Benefit Programs A. Social Insurance (Sozialversicherung) Halcyon AG (Munich) and Halcyon Power Solutions GmbH (Dresden) comply with the mandatory German social insurance framework. Under the German social insurance system, both employers and employees are required to make contributions to five pillars of social insurance: (i) Health Insurance (Krankenversicherung): Contributions are shared equa

IV. Supplemental German Employee Benefit Plans A. Company Pension Plan (Betriebliche Altersversorgung) Plan Structure. Halcyon maintains a supplemental company pension plan (betriebliche Altersversorgung) for eligible German employees, governed by the Betriebsrentengesetz (BetrAVG — Company Pension Act). The plan provides retirement, disability, and survivors' benefits supplemental to the statutory pension system and

V. Halcyon Employee Stock Ownership Trust (ESOT) A. Structure and Governance The Halcyon Employee Stock Ownership Trust (the "ESOT") is a trust arrangement (Treuhandverhältnis) established under German law in 2011 by Halcyon AG for the purpose of facilitating employee share ownership and aligning employee interests with the long-term success of the Company. The key structural elements of the ESOT are as follows: The

VI. Equity-Based Compensation Plans A. Halcyon Long-Term Incentive Plan (LTIP) Plan Terms. Halcyon maintains a Long-Term Incentive Plan (the "LTIP") that was adopted by shareholder resolution at the Hauptversammlung in 2020 and subsequently amended by shareholder resolution in 2023. The LTIP is the Company's primary vehicle for long-term equity-based compensation and is designed to align the interests of senior manag

VII. Non-German Employee Benefit Plans A. United States — Halcyon Semiconductor USA Inc. Entity Information. Halcyon Semiconductor USA Inc. ("Halcyon USA") is a wholly owned subsidiary of Halcyon AG, incorporated in the State of Delaware and headquartered at 2500 Augustine Drive, Suite 100, Santa Clara, California 95054. Halcyon USA's Employer Identification Number (EIN) is 84-3927561. The subsidiary employs approxim

Section 409A Compliance We reviewed the deferred compensation arrangements applicable to US-based employees, including the PSU and SAR awards under the LTIP, for compliance with Section 409A of the Internal Revenue Code. Section 409A imposes strict timing and form-of-payment rules on nonqualified deferred compensation arrangements, with severe adverse tax consequences (including a 20% penalty tax and accelerated inco

VIII. Executive Compensation — Vorstand Members A. Overview and Governance Framework The compensation of the members of the Vorstand (Management Board) of Halcyon AG is determined by the Aufsichtsrat (Supervisory Board), which is chaired by Prof. Dr. Anneliese Voss. The Aufsichtsrat's authority to set Vorstand compensation derives from §§ 87 and 87a of the Aktiengesetz (AktG — German Stock Corporation Act) and is exe

1. Dr. Friedrich Wendt — Chief Executive Officer (Vorstandsvorsitzender) Background: Dr. Friedrich Wendt, age 58, has served as Chairman of the Vorstand (CEO) of Halcyon AG since 2015. Dr. Wendt joined the Company in 2004 and has held progressively senior roles, including head of the Power Devices division before his appointment to the Vorstand. He holds a Ph.D. in electrical engineering from the Technische Universit

2. Katarina Dalmqvist — Chief Financial Officer (Finanzvorstand) Background: Katarina Dalmqvist, age 49, has served as CFO and member of the Vorstand since 2019. Prior to joining Halcyon, Ms. Dalmqvist served as Senior Vice President of Finance at Regenhardt Industries, a diversified German industrial conglomerate. She holds an MBA from INSEAD, Fontainebleau, France. Pension Commitment: Ms. Dalmqvist participates in

3. Dr. Marcus Helder — Chief Technology Officer Background: Dr. Marcus Helder, age 52, is a co-founder of Halcyon, having established the Company in 1997 together with two other founding partners. Dr. Helder has served as CTO and member of the Vorstand since the Company's reorganization as an Aktiengesellschaft in 2005. He holds a Ph.D. in material science from ETH Glenrock Assurance, Switzerland, and is recognized a

4. Ingrid Baumann — Chief Operating Officer Background: Ingrid Baumann, age 46, has served as COO and member of the Vorstand since 2021. Ms. Baumann has been with Halcyon for 18 years, having joined the Company as a manufacturing engineer and risen through the ranks to serve as Vice President, Manufacturing prior to her Vorstand appointment. Pension Commitment: Unlike the other Vorstand members who participate in Dir

5. Wilhelm Ostermann — General Counsel (Chefjustitiar) Background: Wilhelm Ostermann, age 54, has served as General Counsel and member of the Vorstand since 2016, having initially joined Halcyon in 2012 as Deputy General Counsel. Mr. Ostermann is a German-qualified attorney (Rechtsanwalt) and is admitted to the Munich bar. In addition to his General Counsel responsibilities, Mr. Ostermann serves as the primary liaiso