Contract analysis

I. Executive Summary This memorandum sets forth Calderwood & Harkness LLP's due diligence findings regarding related-party transactions involving Halcyon Semiconductor Aktiengesellschaft ("Halcyon," the "Company," or "HSAG"), a German Aktiengesellschaft registered in Munich (HRB 217458, Amtsgericht München), with its principal executive offices at Maximilianstraße 72, 80539 Munich, Germany. This memorandum has been p

II. Identification of Related Parties This Section identifies all persons and entities that, based on our review, qualify as related parties of Halcyon under IAS 24, applicable SEC regulations, and the German Aktiengesetz. The identification of related parties is a threshold exercise that determines the scope of the related-party transactions analysis set forth in Section III below. A. Major Shareholders

1. Rheintal Industrieholding GmbH Full Legal Name: Rheintal Industrieholding Gesellschaft mit beschränkter Haftung Entity Type: Gesellschaft mit beschränkter Haftung (GmbH) (German limited liability company), registered with the commercial register (Handelsregister) of the Amtsgericht Düsseldorf under HRB 84293 Registered Address: Königsallee 60, 40212 Düsseldorf, Germany Ownership in Halcyon: Rheintal Industrieholdi

2. Kestrel Capital Partners AG Full Legal Name: Kestrel Capital Partners Aktiengesellschaft Entity Type: Aktiengesellschaft (AG) (Swiss stock corporation), registered with the Commercial Register of the Canton of Glenrock Assurance Registered Address: Bahnhofstrasse 36, 8001 Glenrock Assurance, Switzerland Ownership in Halcyon: Kestrel Capital Partners AG ("Kestrel") holds 20,855,000 ordinary shares of the Company, r

3. Halcyon Employee Stock Ownership Trust (ESOT) Description: The Halcyon Employee Stock Ownership Trust (the "ESOT" or the "Trust") was established in 2015 as a vehicle for employee equity participation in the Company. The ESOT is structured as a contractual trust arrangement (Contractual Trust Arrangement, or CTA) governed by German law, with Rheinische Treuhand AG serving as trustee. Ownership in Halcyon: The ESOT

1. Dr. Friedrich Wendt — Chief Executive Officer (*Vorstandsvorsitzender*). Age 58. Dr. Wendt has served as CEO of Halcyon since 2004, when he joined the Company following its acquisition of certain semiconductor assets from Rheingold Mikroelektronik GmbH, where he had served as Managing Director. Dr. Wendt holds a PhD in electrical engineering from Technische Universität Dresden (1995) and an MBA from WHU – Otto Bei

2. Katarina Dalmqvist — Chief Financial Officer (*Finanzvorstand*). Age 49. Ms. Dalmqvist joined Halcyon in 2019 from Regenhardt Industries AG, where she served as Vice President of Corporate Finance. She holds an MBA from INSEAD (2005) and a Bachelor of Science in economics from the Stockholm School of Economics (1999). Ms. Dalmqvist serves as the Company's principal financial and accounting officer and oversees the

3. Dr. Marcus Helder — Chief Technology Officer (*Technikvorstand*). Age 52. Dr. Helder is a co-founder of Halcyon, having established the Company in 1997 together with Prof. Dr. Karl-Heinz Brückner (now retired). Dr. Helder holds a PhD in materials science from the Eidgenössische Technische Hochschule (ETH) Glenrock Assurance (1998). Dr. Helder oversees the Company's research and development activities, including it

4. Ingrid Baumann — Chief Operating Officer (*Betriebsvorstand*). Age 46. Ms. Baumann has been with Halcyon for 18 years, having joined in 2008 as a plant manager at the Company's Dresden fabrication facility. She was appointed to the Vorstand in 2018. Ms. Baumann holds a degree in industrial engineering (Diplom-Wirtschaftsingenieurin) from RWTH Aachen University (2003).

5. Wilhelm Ostermann — General Counsel (*Chefjustitiar*) and Compliance Officer. Age 54. Mr. Ostermann joined Halcyon in 2012. He is a German-qualified Rechtsanwalt (admitted to the bar in Düsseldorf, 1998) and holds both a first and second state examination in law (Erstes und Zweites Juristisches Staatsexamen) from Westfälische Wilhelms-Universität Münster. Mr. Ostermann serves as the Company's primary internal lega

1. Prof. Dr. Anneliese Voss — Chair (*Aufsichtsratsvorsitzende*). Age 63. Prof. Dr. Voss is the former Dean of the Faculty of Engineering at Universität Stuttgart, a position she held from 2010 to 2017. She has served as an independent member of the Aufsichtsrat since 2018 and was elected Chair in 2020. Prof. Dr. Voss holds no shares in the Company and has no material business relationships with the Company or any of

2. Dr. Tobias Brenner. Age 47. Dr. Brenner is a Managing Director of Kestrel Capital Partners AG. He was nominated to the Aufsichtsrat by Kestrel in 2018 and has served continuously since that date. Dr. Brenner holds a PhD in financial economics from the London School of Economics (2004). He does not hold shares in the Company in his individual capacity; his economic interest in Halcyon is through Kestrel. Dr. Brenne

3. Margarethe Wendt. Age 55. Ms. Wendt is the Geschäftsführerin of Rheintal Industrieholding GmbH, the Company's largest shareholder. She was nominated to the Aufsichtsrat by Rheintal in 2014 and has served continuously since that date. As noted above, Ms. Wendt is the sister of Dr. Friedrich Wendt, the Company's CEO. Ms. Wendt's dual role as both Aufsichtsrat member and Managing Director of the Company's largest sha

4. Jürgen Kaltmeyer. Age 60. Mr. Kaltmeyer is the former CEO of Oberhausen Automotive GmbH, a major German automotive tier-1 supplier. He has served on the Aufsichtsrat since 2021 as an independent director. Mr. Kaltmeyer also serves on the supervisory board of Oberhausen Automotive GmbH (as non-executive Chairman). Oberhausen Automotive is a customer of Halcyon, purchasing approximately €8.2 million of power semicon

5. Dr. Eleonore Richter. Age 51. Dr. Richter is a partner at Weberhaus Venture Partners, a Munich-based venture capital firm. She has served on the Aufsichtsrat since 2022 as an independent director. Dr. Richter does not hold shares in the Company and has no material business relationships with the Company or any of its affiliates, other than her service on the Aufsichtsrat. She is considered independent under Nasdaq

6. Dr. Hans-Peter Vollmer. Age 68. Dr. Vollmer is a retired partner of Drayton Consulting Group (Munich office). He has served on the Aufsichtsrat since 2016. Dr. Vollmer does not currently hold shares in the Company. Drayton Consulting Group has provided consulting services to Halcyon on an ad hoc basis; the materiality of these engagements is under review. Dr. Vollmer's independence assessment should take into acco

7. Klaus Mühlhausen — Vice-Chair (*Stellvertretender Aufsichtsratsvorsitzender*). Age 57. Mr. Mühlhausen is the Chair of the Halcyon Works Council (Betriebsratsvorsitzender) at the Company's Munich headquarters. He has served on the Aufsichtsrat since 2016 as an employee representative.

8. Sabine Eckhardt. Age 44. Ms. Eckhardt is a senior process engineer at the Company's Dresden fabrication facility. She has served on the Aufsichtsrat since 2020 as an employee representative.

9. Thomas Drexler. Age 50. Mr. Drexler is a representative of the IG Metall trade union. He has served on the Aufsichtsrat since 2018 as a trade union representative (one of the employee-side seats allocated to trade union representatives under the Mitbestimmungsgesetz).

10. Andrea Bergmann. Age 39. Ms. Bergmann is a quality assurance team leader at the Company's Brno facility (Halcyon Automotive Components s.r.o.). She has served on the Aufsichtsrat since 2022 as an employee representative.

11. Michael Scholz. Age 62. Mr. Scholz is a senior technician at the Company's Munich headquarters. He has served on the Aufsichtsrat since 2014 as an employee representative.

12. Petra Ziegler. Age 48. Ms. Ziegler is a representative of the IG Metall trade union, serving as the second trade union representative on the Aufsichtsrat. She has served since 2020. All twelve members of the Aufsichtsrat are classified as related parties of the Company under IAS 24.9(a)(i) as key management personnel. The shareholder representatives nominated by Rheintal (Margarethe Wendt) and Kestrel (Dr. Tobias

III. Identified Related-Party Transactions This Section presents the results of our identification and analysis of specific related-party transactions. We have organized this discussion by counterparty, beginning with the transactions that are most significant from a disclosure and risk perspective. A. Transactions Involving Rheintal Industrieholding GmbH

1. Historical Consulting and Advisory Services Arrangement Description. Rheintal Industrieholding GmbH has historically provided strategic consulting and advisory services to Halcyon relating to industrial partnerships and supply chain management in the automotive sector. The arrangement dates to 2010, when it was established in connection with Halcyon's entry into the automotive power semiconductor market. Under the

2. Shared Services and Administrative Arrangements Description. Our review has identified limited shared services and administrative arrangements between Halcyon and Rheintal. Specifically, Rheintal historically occupied approximately 220 square meters of office space in the Company's Munich headquarters at Maximilianstraße 72. This arrangement was terminated in July 2023, when Rheintal relocated its Munich-based sta

3. Wendt Family Relationship and Potential Conflicts of Interest The relationship between Dr. Friedrich Wendt (CEO) and Margarethe Wendt (Managing Director of Rheintal; Aufsichtsrat member) is the central related-party issue in this offering. The structural elements of this relationship are as follows: • Dr. Friedrich Wendt is the Chief Executive Officer of Halcyon and has authority over the Company's day-to-day oper

4. Selling Shareholder Arrangements Rheintal Industrieholding GmbH is expected to sell approximately 8,500,000 existing ordinary shares (representing 4,250,000 ADSs) in the offering. The following arrangements between Rheintal and the Company in connection with the offering have been identified or are expected to be entered into: Registration Rights. As of the date of this memorandum, no formal registration rights ag

1. Investor Rights and Board Nomination Arrangements Our review has identified an Investor Rights Letter dated June 15, 2017 (the "Kestrel Letter Agreement") between Halcyon and Kestrel, executed in connection with Kestrel's original acquisition of its stake in the Company. The Kestrel Letter Agreement provides for the following rights: (a) Board Nomination Right. Kestrel has the right to nominate one member to the C

2. Selling Shareholder Arrangements Kestrel is expected to sell approximately 4,300,000 existing ordinary shares (representing 2,150,000 ADSs) in the offering. The arrangements between Kestrel and the Company in connection with the offering mirror those described for Rheintal in Section III.A.4 above: Registration Rights. Kestrel is expected to be a party to the Registration Rights Agreement described in Section III.

1. Executive Compensation Arrangements Each of the five Vorstand members has entered into a management service agreement (Vorstandsvertrag) with the Company, approved by the Aufsichtsrat (through its compensation committee) in accordance with AktG § 84. The compensation arrangements include fixed base salary, variable annual bonus (tied to the achievement of financial and non-financial performance targets), long-term

2. Loans to or from Officers and Directors We have conducted a review of the Company's records and related-party questionnaire responses to determine whether any loans, advances, or guarantees exist between the Company and any Vorstand or Aufsichtsrat member. Current Status. Based on the information reviewed to date, we have not identified any outstanding loans from the Company to any Vorstand or Aufsichtsrat member,

3. Dr. Marcus Helder — Co-Founder Arrangements Dr. Marcus Helder co-founded Halcyon in 1997, together with Prof. Dr. Karl-Heinz Brückner (now retired and no longer a shareholder or related party). In connection with the founding of the Company, Dr. Helder assigned certain intellectual property to the Company. The following arrangements relating to Dr. Helder's co-founder status have been identified: (a) intellectual

4. ESOT Participation All five Vorstand members are eligible beneficiaries of the Halcyon Employee Stock Ownership Trust. Based on the Company's records, the following ESOT awards are currently outstanding for Vorstand members: These awards were granted under the Company's ESOT at prices determined by independent valuation at the time of each grant. The aggregate fair value of the Vorstand members' ESOT awards at the

1. Prof. Dr. Anneliese Voss — Independence Analysis Prof. Dr. Anneliese Voss has served as Chair of the Aufsichtsrat since 2020 and as a member since 2018. Based on our review, Prof. Dr. Voss meets the independence requirements applicable to the Company's listing under the following standards: (a) Nasdaq Rule 5605(a)(2). An independent director is one who, in the opinion of the board of directors, has no relationship

2. Other Supervisory Board Members — Cross-Directorships As described in Section II.C above, we have identified the following cross-directorships and interlocks for the shareholder representatives on the Aufsichtsrat: (a) Dr. Tobias Brenner — Kestrel Capital Partners AG / Euroflux Semiconductor S.A. Dr. Brenner serves as Managing Director of Kestrel Capital Partners AG and also serves on the board of Euroflux Semicon