Contract analysis

I. Executive Summary and Purpose The purpose of this memorandum is to consolidate and synthesize the due diligence findings from all workstreams commenced on January 27, 2026, in connection with the prospective initial public offering in the United States of American Depositary Shares ("ADSs") representing ordinary shares of Halcyon Semiconductor Aktiengesellschaft ("Halcyon," the "Company," or the "Issuer") through

II. Issuer Profile — Summary of Key Facts A. Corporate Identity The full legal name of the Issuer is Halcyon Semiconductor Aktiengesellschaft. The Company is organized as an Aktiengesellschaft (AG), a German public stock corporation, under the laws of the Federal Republic of Germany. It is registered in the Commercial Register (Handelsregister) of the Local Court (Amtsgericht) of Munich under registration number HRB

III. Workstream-by-Workstream Summary of Due Diligence Findings A. Corporate and Organizational

1. Organizational Structure Halcyon Semiconductor Aktiengesellschaft is duly organized and validly existing under the laws of the Federal Republic of Germany. We have reviewed the Company's Satzung (articles of association) in its most recently amended form, as well as the current extract from the Commercial Register (Handelsregisterauszug) dated January 22, 2026, obtained from the Amtsgericht München, registration n

2. Subsidiary Structure The Company conducts its global operations through a network of subsidiaries. We have reviewed the organizational structure and corporate standing of the following five material subsidiaries: (a) Halcyon Semiconductor USA Inc. — Incorporated in the State of Delaware; 100% owned by Halcyon Semiconductor AG. Registered agent: Crowne Albany Corporation, 1209 Orange Street, Wilmington, Delaware 19

3. Authorized Capital and Share Issuance We have reviewed the authorized capital (genehmigtes Kapital) provisions contained in the Company's Satzung. The currently effective authorized capital provision, adopted by the shareholders' meeting (Hauptversammlung) in June 2024, permits the Vorstand, with the approval of the Aufsichtsrat, to issue up to 50,000,000 new ordinary shares against cash or in-kind contributions t

4. LEI and Registrations The Company's Legal Entity Identifier (LEI) is 5299007KBTVZ3XQHGL48, issued by Pemberton Services Inc. and currently active and in good standing with the Global LEI Foundation. The Company does not currently have a Central Index Key (CIK) number assigned by the SEC; a CIK will be obtained upon the Company's initial filing on the EDGAR system in connection with the confidential submission of t

5. Findings / Risk Items No material deficiencies were identified in the Company's corporate organization, subsidiary structure, or governance framework. The Company is duly organized, validly existing, and in good standing in all relevant jurisdictions. Low Risk: The principal action item arising from this workstream is the need to obtain the formal Aufsichtsrat resolution authorizing the new share issuance and the

1. Scope of Review We have reviewed all contracts meeting the materiality threshold for disclosure under Form F-1 and Form 20-F, applying a quantitative threshold of €10,000,000 or more in annual value and a qualitative threshold that captures contracts material to the Company's business operations, competitive position, or financial condition regardless of dollar amount. The categories of contracts reviewed include

2. Key Findings a. Revolving Credit Facility. The Company maintains a syndicated revolving credit facility (the "Facility") with a consortium of European and US financial institutions, with Adriatic Trust Bank acting as administrative agent. The Facility has a total committed amount of €500,000,000 and includes a US dollar-denominated tranche of $100,000,000 that was drawn in connection with the Company's 2024 capita

3. Findings / Risk Items Moderate Risk: The material terms of the revolving credit facility must be disclosed in the prospectus, including the intended use of $100,000,000 of IPO proceeds for repayment of the outstanding US dollar tranche. The change-of-control provision should be described, along with the Company's analysis that the IPO does not trigger this provision. Low Risk: The supply agreement notification req

1. Patent Portfolio Halcyon holds a substantial and strategically significant portfolio of patents relating to SiC and GaN power semiconductor technology. As of the due diligence cut-off date, the Company's patent portfolio comprises approximately 1,240 issued patents and 380 pending patent applications across multiple jurisdictions, including Germany, the broader European Union (via the European Patent Office), the

2. Trade Secrets and Proprietary Technology A significant portion of the Company's competitive advantage derives from proprietary manufacturing processes, particularly in the areas of SiC crystal growth (including seed crystal preparation and growth rate optimization), SiC wafer slicing and polishing, and GaN epitaxial layer deposition. These processes constitute trade secrets that are protected through a combination

3. Trademarks. The "Halcyon" word mark and the "HSAG" Abbreviated mark are registered trademarks in all major jurisdictions where the Company conducts business, including Germany, the EU (via the EUIPO), the United States (via the USPTO), China, Japan, and South Korea. We have conducted a search for potential conflicts with the proposed Nasdaq ticker symbol "HCYN" and have identified no trademark conflicts or pre-exi

4. IP Licensing We have reviewed the Company's in-bound and out-bound intellectual property licensing agreements. The Company holds several in-bound licenses for foundational semiconductor process technology from academic institutions and industry licensors. These licenses are non-exclusive, perpetual, and fully paid-up (or subject to modest annual royalties that are immaterial in the context of the Company's revenue

5. IP Litigation One pending intellectual property dispute has been identified. A competitor, whose identity is subject to confidentiality provisions in the EPO proceedings, has filed a petition for invalidity before the European Patent Office challenging one of Halcyon's SiC-related patents (European Patent No. EP 2,847,XXX). The challenged patent covers a specific aspect of the Company's proprietary SiC crystal gro

6. Findings / Risk Items Moderate Risk: The pending EPO patent invalidity challenge should be disclosed in the prospectus in both the risk factors section and the legal proceedings section. The disclosure should describe the nature of the challenge, the Company's defense posture, the current procedural status, and the potential impact on the Company's business if the patent were to be invalidated. We recommend that t

1. Pending Litigation In addition to the EPO patent invalidity challenge discussed in Section III.C.5 above, we have identified one other pending litigation matter. This is an employment-related proceeding in Germany in which a former employee has filed an unfair dismissal claim (Kündigungsschutzklage) before the Labor Court (Arbeitsgericht) in Munich. The claim was filed in October 2025 and relates to the terminatio

2. Regulatory Investigations We have reviewed representations from the Company's General Counsel and from Bähr Stein regarding the existence of any pending or threatened regulatory investigations or enforcement proceedings. No pending investigations by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin"), the US Securities and Exchange Commission ("SEC"), the U

3. Contingent Liabilities No material contingent liabilities have been identified beyond the items described above. The total estimated litigation exposure across all pending matters (the EPO patent challenge and the employment proceeding) is less than €1,500,000 in aggregate. This amount is immaterial in the context of the Company's overall financial position and does not require establishment of a significant litig

4. Findings / Risk Items Low-Moderate Risk: The EPO patent invalidity challenge warrants prospectus disclosure as discussed in Section III.C above. Low Risk: The employment litigation matter is immaterial by any measure and does not require prospectus disclosure. The resolved environmental inquiry at the Dresden Fab 2 facility should be referenced in the environmental risk factors section of the prospectus as backgro

1. Manufacturing Facilities The Company operates the following principal facilities, each of which has been reviewed for environmental permits, regulatory compliance, and operational status: (a) Munich Headquarters — Located at Maximilianstraße 72, 80539 Munich. This facility serves as the Company's principal design center and administrative headquarters. It does not involve manufacturing operations and therefore doe

2. Environmental Permits and Compliance All required environmental permits across the Company's manufacturing facilities are current and in good standing. Specifically: • BImSchG permits for the Dresden Fab 2 facility have been reviewed and confirmed to be in force, with no pending modification proceedings or compliance orders. • The environmental impact assessment for the Dresden Fab 3 construction was approved by t

3. ESG Considerations Halcyon publishes an annual sustainability report prepared in accordance with the GRI Standards (Global Reporting Initiative). The most recent report, published in April 2025 for FY2024, includes disclosures on the Company's environmental footprint, energy consumption, water usage, waste generation, and greenhouse gas emissions (Scope 1 and Scope 2). As the Company prepares for its US listing, s

4. Findings / Risk Items Low Risk: Environmental compliance across all manufacturing facilities appears robust. No outstanding violations, enforcement actions, or compliance orders have been identified. The Company maintains comprehensive EHS programs and environmental management systems at all facilities. Moderate Risk (Disclosure): The Fab 3 construction project, including its environmental impact assessment, const

1. German Employee Benefit Plans As a German employer, the Company is subject to the statutory social insurance system (Sozialversicherung), which includes health insurance, pension insurance, unemployment insurance, long-term care insurance, and accident insurance contributions. The Company makes all required employer contributions to these statutory programs and has no outstanding contribution obligations or compli

2. Halcyon Employee Stock Ownership Trust (ESOT) The Halcyon ESOT holds 6,665,000 ordinary shares of the Company, representing 3.1% of the pre-IPO outstanding shares. The ESOT was established in 2010 as a mechanism for providing equity-based incentives to eligible employees, and shares have been allocated over time through periodic grants to qualifying employees. The ESOT is structured as a German trust (Treuhand) go

3. Executive Compensation We have reviewed the compensation packages for all five members of the Vorstand, including base salary, annual performance-based bonus, supplementary pension entitlements, and any other benefits. The key observations are as follows: (a) Base Salary and Annual Bonus: Vorstand members receive fixed annual salaries ranging from €480,000 to €980,000, with the CEO, Dr. Friedrich Wendt, at the top

4. Non-German Employee Benefits We have reviewed the employee benefit programs maintained by each of the Company's material non-German subsidiaries: (a) Halcyon Semiconductor USA Inc.: The US subsidiary maintains a 401(k) retirement savings plan with a Company matching contribution of up to 4% of eligible compensation. The subsidiary also provides group health insurance (medical, dental, and vision), life insurance,

5. Findings / Risk Items Low Risk: Employee benefit plans across all jurisdictions are in compliance with applicable legal requirements. Pension obligations are appropriately funded and properly reflected in the Company's IFRS financial statements. Low Risk: The ESOT structure is straightforward. Shares are subject to adequate transfer restrictions under the trust deed, and the ESOT is not participating in the IPO. M

1. Rheintal Industrieholding GmbH Rheintal Industrieholding GmbH ("Rheintal") is the Wendt family holding company, which holds 47,945,000 ordinary shares of Halcyon, representing 22.3% of the pre-IPO outstanding shares. Rheintal is a Gesellschaft mit beschränkter Haftung organized under German law and registered in Munich. The sole Managing Director (Geschäftsführer) of Rheintal is Margarethe Wendt, who is the sister

2. Transactions Between Halcyon and Rheintal We have conducted a detailed review of all inter-company transactions between Halcyon and Rheintal, including a review of relevant contracts, invoices, Board minutes reflecting approval of related-party transactions, and the Supervisory Board's arm's-length determination. The principal transaction is a services agreement under which Rheintal provides certain administrative

3. Supervisory Board Interlocks Prof. Dr. Anneliese Voss, Chair of the Aufsichtsrat, has been confirmed as independent under both the DCGK standards and, based on our preliminary analysis, the applicable Nasdaq and Exchange Act standards. She has no business relationship with Halcyon, Rheintal, or the Wendt family beyond her service as a Supervisory Board member since 2018. She receives standard board fees and does n

4. Other Related-Party Matters We note for accuracy that Dr. Friedrich Wendt and Margarethe Wendt are siblings — Dr. Wendt is her brother. An earlier internal draft of the due diligence questionnaire referred to the relationship as "brother-in-law," which is incorrect. This correction has been communicated to the transaction team and reflected in all workstream memoranda. No other members of the Vorstand have disclos

5. Findings / Risk Items High Risk (Disclosure): The Wendt family relationship — specifically, the fact that the Company's CEO (Dr. Friedrich Wendt) is the brother of the Managing Director (Margarethe Wendt) of Rheintal Industrieholding GmbH, which holds 22.3% of the Company's pre-IPO shares — must be prominently disclosed in the prospectus. Disclosure is required in (i) the risk factors section (risks associa