Contract analysis

I. Executive Summary This memorandum summarizes the findings of Calderwood & Harkness LLP ("C&H") from its review of the material contracts of Halcyon Semiconductor Aktiengesellschaft ("Halcyon," "HSAG," or the "Company") and its material subsidiaries in connection with the proposed initial public offering (the "Offering" or "IPO") of American Depositary Shares ("ADSs"), each representing one ordinary share, par valu

II. Methodology and Scope of Review A. Documents Reviewed C&H reviewed a total of approximately 147 contracts provided by Halcyon and its subsidiaries in the Data Room, supplemented by additional materials provided by Bähr Stein, including certified English translations of German-language contracts and explanatory memoranda prepared by Bähr Stein regarding certain German-law specific provisions. The contracts were or

1. Change-of-Control Definitions and Trigger Events. We examined each contract for provisions that define "change of control," "change in control," "change of ownership," or analogous terms, and assessed whether the Offering or any component thereof (primary issuance, secondary sales, Nasdaq listing, ADS program creation) constitutes a trigger event under the applicable definition. Where a change-of-control provision

2. Assignment Restrictions (Direct and Indirect). We reviewed each contract for provisions that restrict the assignment, transfer, or delegation of rights or obligations, including provisions that define "assignment" broadly to encompass indirect transfers through changes in ownership of the contracting entity. We assessed whether the Offering or the creation of the ADS program could be characterized as a direct or i

3. Notification or Consent Requirements Triggered by Capital Structure Changes. We identified provisions requiring the Company or its subsidiaries to provide notice to, or obtain the consent of, a counterparty in connection with capital structure changes, new exchange listings, changes in shareholder composition, or the filing of public disclosure documents. We distinguished between provisions requiring mere notifica

4. Most-Favored-Nation ("MFN") and Competitor-Restriction Clauses. We assessed whether any contracts contain MFN pricing provisions or competitor-restriction clauses that could be implicated by the Offering, including provisions that restrict dealings with or ownership by competitors.

5. Termination Rights. We identified all termination rights that could be exercised by a counterparty as a result of the Offering or related events, including termination for change of control, termination for material breach (to the extent a failure to provide required notice could constitute a breach), and termination for convenience with notice periods that could be strategically exercised.

6. Information / Confidentiality Provisions Affecting Prospectus Disclosure. We reviewed confidentiality provisions in each contract to assess whether the disclosure of the contract's existence, terms, or commercial details in the Company's registration statement on Form F-1 (or as an exhibit thereto) could constitute a breach of confidentiality obligations, and identified contracts where confidential treatment reque

III. Revolving Credit Facility A. Summary of Facility The Company's principal financing arrangement is an amended and restated revolving credit facility (the "Facility" or the "Credit Agreement"), the key terms of which are summarized below: Parties: Halcyon Semiconductor AG, as borrower; a syndicate of lenders led by Obermark Landesbank AG ("Obermark"), as administrative agent and arranger; with Friedrichsen Bankhau

Section 12.3 of the Credit Agreement contains a change-of-control clause, the relevant portions of which provide as follows: "A 'Change of Control' shall be deemed to have occurred if: (i) any person or persons acting in concert (within the meaning of Section 2(5) of the German Securities Acquisition and Takeover Act (WpÜG)) acquire, directly or indirectly, more than 50% of the voting shares (Stimmrechte) of the Borr

IV. Customer Contracts — Automotive Sector The automotive sector represents a significant portion of the Company's revenue, accounting for approximately 42% of consolidated net revenues in FY2025. The Company's automotive customer contracts typically involve long-term supply arrangements for silicon carbide ("SiC") and gallium nitride ("GaN") power semiconductor devices used in electric vehicle drivetrain, charging,

V. Supply Agreements — Raw Materials and Equipment The Company's fabrication operations depend on the reliable supply of high-quality raw materials, particularly silicon carbide substrates and gallium nitride wafers, as well as specialized semiconductor manufacturing equipment. The following supply agreements have been identified as material to the Company's operations and are analyzed below. A. Silicon Carbide Subst

VI. Joint Development Agreements A. Joint Development Agreement with Nexeon Power Technologies GmbH Parties: Halcyon Semiconductor AG and Nexeon Power Technologies GmbH ("Nexeon"). Nexeon is a German power electronics startup specializing in advanced packaging technology for wide-bandgap power semiconductor devices, headquartered in Aachen, Germany. Date: June 5, 2023; initial term of four years, expiring June 4, 202