Contract analysis

I. Executive Summary This memorandum summarizes the findings of Calderwood & Harkness LLP's due diligence review of Halcyon Semiconductor Aktiengesellschaft ("Halcyon" or the "Company") with respect to the Company's compliance with United States, European Union, and other applicable sanctions regimes, anti-corruption laws, and export control regulations. This review has been conducted in connection with the proposed

II. Scope and Methodology A. Regulatory Frameworks Reviewed In conducting this due diligence review, we analyzed Halcyon's compliance posture under the following regulatory frameworks: US Sanctions Regulations: • Regulations administered by the US Department of the Treasury, Office of Foreign Assets Control ("OFAC"), including all applicable Executive Orders, the Specially Designated Nationals and blocked Persons Lis

1. Compliance Policies and Manuals. Halcyon's Global Compliance Policy (version 4.2, revised January 2023), Anti-Corruption and Anti-Bribery Policy (version 3.1, revised March 2023), Sanctions and Trade Controls Policy (version 2.4, revised June 2023), Gifts, Hospitality, and Entertainment Policy (version 2.0, adopted October 2021), Whistleblower Policy (version 1.3, adopted March 2020), and Third-Party Due Diligence

2. Compliance Officer Reports. Annual compliance reports prepared by Halcyon's Chief Compliance Officer, Dr. Matthias Richter, for fiscal years 2023, 2024, and 2025, including compliance statistics, incident reports, training data, and compliance program assessment summaries.

3. Customer and Supplier Lists. Complete customer lists for all subsidiaries (approximately 2,300 direct customers globally), supplier lists for all subsidiaries (approximately 1,100 suppliers), and lists of all distributors and agents, as screened against the OFAC SDN List, OFAC Consolidated Sanctions List, BIS Entity List, BIS Denied Persons List, BIS Unverified List, BIS Military End-User List, and the EU Consolid

4. Export Classification Records and License Applications. Internal product classification memoranda for Halcyon's principal SiC and GaN product lines, export license applications filed with BIS and the German Federal Office for Economic Affairs and Export Control (Bundesamt für Wirtschaft und Ausfuhrkontrolle, "BAFA"), and records of all export authorizations obtained and denied.

5. Anti-Corruption Training Records. Training attendance logs and completion certificates for anti-corruption training programs across all subsidiaries for FY2023, FY2024, and FY2025, including training content outlines and sign-off documentation.

6. Gift, Hospitality, and Entertainment Logs. Detailed logs of all gifts, hospitality, and entertainment expenditures above the applicable reporting threshold (€100 or local currency equivalent) for FY2023, FY2024, and FY2025, including pre-approval forms where required.

7. Third-Party Agent and Distributor Agreements. All current agreements with third-party sales agents, distributors, and intermediaries across all jurisdictions, with particular attention to APAC and PRC arrangements, including commission schedules, due diligence files, and anti-corruption representations and warranties.

8. Internal Audit Reports. Reports prepared by Halcyon's internal audit function relating to compliance matters for FY2023, FY2024, and FY2025, including audit scope, findings, management responses, and remediation tracking.

9. Management Interview Notes. Calderwood & Harkness conducted management interviews with the following individuals, and notes of such interviews have been reviewed and confirmed: • Wilhelm Ostermann, General Counsel and Chefjustitiar, Halcyon Semiconductor AG (interviewed January 14, 2026 and January 28, 2026); • Ingrid Baumann, Chief Operating Officer, Halcyon Semiconductor AG (interviewed January 16, 2026); • Dr.

10. Regulatory Correspondence. Correspondence with German regulatory authorities (BAFA), US regulatory authorities (BIS), and any communications with the SEC Division of Corporation Finance, OFAC, the US Department of Justice ("DOJ"), or the SEC Division of Enforcement relating to sanctions, export controls, or anti-corruption matters. C. Coordination with Other Counsel This due diligence review has been conducted in

III. OFAC Sanctions Compliance Analysis A. Overview of OFAC Regime as Applied to Halcyon The sanctions regulations administered by OFAC impose broad prohibitions on transactions involving sanctioned countries, governments, entities, and individuals. The scope and applicability of these prohibitions differ depending on whether a person is a "US person" for purposes of OFAC's primary sanctions or a non-US person potent

IV. EU Sanctions Compliance Analysis A. EU Sanctions Framework As a German Aktiengesellschaft with its registered office at Leopoldstraße 250, 80807 Munich, Germany, and listed on the Frankfurt Stock Exchange (FRA: HCY, Prime Standard segment, entered in the Commercial Register of the Local Court (Amtsgericht) Munich under registration number HRB 217458), Halcyon is a primary obligor under EU sanctions regulations. T

V. Anti-Corruption Compliance Analysis A. FCPA Analysis

1. Applicability Post-Listing The FCPA comprises two principal sets of provisions: (a) the anti-bribery provisions, which prohibit the payment of bribes to foreign government officials to obtain or retain business, and (b) the books-and-records and internal accounting controls provisions, which require issuers to maintain accurate books and records and to devise and maintain a system of internal accounting controls s

2. Corruption Risk Assessment We have conducted a corruption risk assessment evaluating the principal areas of FCPA exposure across Halcyon's global operations. Government Customer Exposure. Halcyon's customer base includes a number of state-owned enterprises ("SOEs") and government-affiliated entities, particularly in the automotive, industrial, and renewable energy sectors. The officers and employees of SOEs are co

3. Compliance Program Assessment Halcyon has maintained a written anti-corruption policy since 2016. The current version (version 3.1) was adopted in March 2023 and reflects updates to address evolving regulatory guidance and enforcement trends. The policy covers all Halcyon employees worldwide and extends to agents, consultants, and other third parties acting on Halcyon's behalf. The policy expressly prohibits bribe

4. Findings and Recommendations Finding. No evidence of bribery, corrupt payments, or improper benefits provided to foreign government officials was identified during the course of this review. Halcyon's existing anti-corruption compliance program is generally appropriate for a multinational corporation of its size and industry, but will require enhancement to meet the expectations of US enforcement authorities and t

VI. Export Control Analysis — US Regulations (EAR/ITAR) A. Export Administration Regulations (EAR)

1. Overview and Applicability The Export Administration Regulations, promulgated at 15 C.F.R. Parts 730–774 and administered by the Bureau of Industry and Security at the US Department of Commerce, regulate the export, reexport, and transfer (in-country) of items that are "subject to the EAR." An item is subject to the EAR if it is: (a) physically located in the United States; (b) of US origin (i.e., manufactured or

2. Product Classification Analysis Under the EAR, all items subject to the EAR are either (a) classified under a specific Export Control Classification Number ("ECCN") on the Commerce Control List ("CCL"), Supplement No. 1 to 15 C.F.R. Part 774, or (b) designated as "EAR99," meaning they are subject to the EAR but not specifically listed on the CCL and are generally eligible for export to most destinations without an

3. De Minimis and Direct Product Rule Analysis The applicability of the EAR to Halcyon's foreign-manufactured products turns in significant part on the de minimis rule and the Foreign Direct Product Rules. These provisions are technically complex and are the subject of ongoing regulatory evolution, particularly with respect to semiconductor manufacturing. *De Minimis* Rule. Under EAR § 734.4, a foreign-made item is s