Contract analysis

I. Purpose and Summary This memorandum documents the results of the conflicts clearance process conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") as United States securities counsel to Halcyon Semiconductor Aktiengesellschaft ("Halcyon" or "HSAG"), a German Aktiengesellschaft incorporated in Munich, Bavaria, Federal Republic of Germany (Commercial Register No. HRB

II. Engagement Overview The following summarizes the key terms and participants associated with the proposed engagement: Client: Halcyon Semiconductor Aktiengesellschaft, Maximilianstraße 72, 80539 Munich, Bavaria, Federal Republic of Germany. Halcyon is a publicly traded German Aktiengesellschaft whose ordinary shares are currently listed on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) under the ticker

III. Methodology A. Governing Rules The conflicts clearance process was conducted in accordance with the Firm's standard procedures, which are designed to ensure compliance with the following provisions of the New York Rules of Professional Conduct (22 NYCRR Part 1200): • Rule 1.7 (Conflict of Interest: Current Clients) — prohibiting representation of a client where the representation involves a concurrent conflict o

1. The prospective client (Halcyon Semiconductor Aktiengesellschaft) and all known affiliates and subsidiaries;

2. Adverse and potentially adverse parties to the Proposed Transaction;

3. Underwriters and syndicate members;

4. The depositary bank and the transfer agent;

5. Selling shareholders and their respective affiliates and principals;

6. Other transaction parties, including auditors, financial advisors, German counsel (issuer side), underwriters' counsel (US and German), insurance brokers and carriers, and investor relations advisors; and

7. Key individuals, including directors, officers, and controlling persons of each entity listed above. E. Manual Review All results returned by the ConflictsCheck system were manually reviewed by Vivienne St. Claire (Responsible Partner) and Robert Adeyemi (Billing Partner). Where results required further investigation — including consultation with attorneys in other practice groups or offices — such consultations w

IV. Parties Checked The following is a comprehensive list of all entities and individuals included in the conflicts check, organized by category. A. Prospective Client and Affiliates The following entities were identified as comprising the Halcyon corporate group for purposes of this conflicts check:

1. Halcyon Semiconductor Aktiengesellschaft (also referred to as "Halcyon," "HSAG," or the "Company") — Aktiengesellschaft incorporated under the laws of the Federal Republic of Germany, with its registered office at Maximilianstraße 72, 80539 Munich, Bavaria, Germany. Legal Entity Identifier (LEI): 5299007KBTVZ3XQHGL48. Halcyon's ordinary shares are listed on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse

2. Halcyon Semiconductor USA Inc. — Corporation incorporated under the laws of the State of Delaware (EIN: 84-3927561). Registered address: 1209 Orange Street, Wilmington, Delaware 19801 (c/o Crowne Albany Corporation). Principal office: 2500 Augustine Drive, Suite 100, Santa Clara, California 95054. Halcyon Semiconductor USA Inc. is a wholly owned subsidiary of HSAG and serves as Halcyon's US operating subsidiary, r

3. Halcyon Power Solutions GmbH — Gesellschaft mit beschränkter Haftung (GmbH) organized under the laws of the Federal Republic of Germany, with its registered office at Königsbrücker Straße 180, 01099 Dresden, Saxony, Germany. Halcyon Power Solutions GmbH is a wholly owned subsidiary of HSAG and operates Halcyon's research and development center focused on silicon carbide (SiC) and gallium nitride (GaN) power semico

4. Halcyon Asia Pacific Pte. Ltd. — Private limited company incorporated under the laws of the Republic of Singapore. Registered address: 8 Marina Boulevard, #36-02, Marina Bay Financial Centre Tower 1, Singapore 018981. Halcyon Asia Pacific Pte. Ltd. is a wholly owned subsidiary of HSAG and serves as Halcyon's Asia-Pacific regional headquarters, responsible for sales, distribution, and customer support across the As

5. Halcyon Shanghai Semiconductor Co., Ltd. — Wholly foreign-owned enterprise (WFOE) established under the laws of the People's Republic of China. Registered address: No. 500 Zhangheng Road, Pudong New Area, Shanghai 201203, People's Republic of China. Halcyon Shanghai Semiconductor Co., Ltd. is a wholly owned subsidiary of Halcyon Asia Pacific Pte. Ltd. and operates Halcyon's design center and customer support offic

6. Halcyon Automotive Components s.r.o. — Společnost s ručením omezeným (s.r.o.) organized under the laws of the Czech Republic. Registered address: Technologický park 6, 612 00 Brno, Czech Republic. Halcyon Automotive Components s.r.o. is a wholly owned subsidiary of HSAG and operates Halcyon's automotive-qualified testing and qualification laboratory.

7. Halcyon Employee Stock Ownership Trust (ESOT) — Trust established under the laws of the Federal Republic of Germany for the benefit of employees of Halcyon and its subsidiaries. The ESOT holds approximately 3.1% of Halcyon's outstanding ordinary shares (6,665,000 shares). The trustee of the ESOT is Bayerische Treuhandanstalt GmbH, Munich, Germany. Search terms used for the Halcyon group: "Halcyon," "HSAG," "Halcyo

1. Rheintal Industrieholding GmbH Gesellschaft mit beschränkter Haftung (GmbH) organized under the laws of the Federal Republic of Germany, with its registered office at Königsallee 60, 40212 Düsseldorf, North Rhine-Westphalia, Germany. Rheintal Industrieholding GmbH is the Wendt family holding company and is the largest single shareholder of Halcyon, holding approximately 22.3% of Halcyon's outstanding ordinary shar

2. Kestrel Capital Partners AG Aktiengesellschaft organized under the laws of Switzerland, with its registered office at Bahnhofstrasse 36, 8001 Glenrock Assurance, Switzerland. Kestrel Capital Partners AG is a European technology-focused investment fund that holds approximately 9.7% of Halcyon's outstanding ordinary shares (20,855,000 shares). Kestrel Capital Partners is expected to sell approximately 4,300,000 shar

1. Westbridge Securities LLC (Lead Left Bookrunner; Representative of the Underwriters) Limited liability company organized under the laws of the State of Delaware. Principal office: 383 Madison Avenue, New York, New York 10179. Westbridge Securities LLC will serve as the lead left bookrunner for the Proposed Transaction and will act as the representative of the underwriting syndicate for purposes of the underwriting

2. Pinnacle Morgan & Co., Inc. (Joint Bookrunner) Corporation incorporated under the laws of the State of Delaware. Principal office: 200 Park Avenue, New York, New York 10166. Pinnacle Morgan & Co., Inc. will serve as a joint bookrunner for the Proposed Transaction. Sarah Okonkwo — Director, Equity Capital Markets, Pinnacle Morgan & Co., Inc. Proposed economics: 30% of the gross spread, representing approximately $9

3. Andover Barcliffe Group Inc. (Joint Bookrunner) Corporation incorporated under the laws of the State of Delaware. Principal office: 1251 Avenue of the Americas, New York, New York 10020. Andover Barcliffe Group Inc. will serve as a joint bookrunner for the Proposed Transaction. David Reinhardt — Managing Director, Equity Capital Markets, Andover Barcliffe Group Inc. Proposed economics: 20% of the gross spread, rep

4. Northpointe Capital LLC (Co-Manager) Limited liability company organized under the laws of the State of Delaware. Principal office: 140 Broadway, New York, New York 10005. Northpointe Capital LLC will serve as a co-manager for the Proposed Transaction. Lisa Cheng — Vice President, Equity Capital Markets, Northpointe Capital LLC. Proposed economics: 10% of the gross spread, representing approximately $3,150,000. Se

1. Meridian Trust Company, N.A. (ADR Depositary Bank) National banking association chartered under the laws of the United States. Principal office: 101 Barclay Street, New York, New York 10286. Meridian Trust Company, N.A. will serve as the depositary bank for the Level III ADR facility and will be a party to the Deposit Agreement with Halcyon. Patricia Novak — Vice President, Depositary Receipts Division, Meridian T

2. Crestfield Transfer Services Inc. (Transfer Agent and Registrar) Corporation incorporated under the laws of the State of Delaware. Principal office: 6201 15th Avenue, Brooklyn, New York 11219. Crestfield Transfer Services Inc. will serve as the transfer agent and registrar for the ADSs. Angela Moretti — Director, Corporate Actions, Crestfield Transfer Services Inc. Search terms: "Crestfield," "Crestfield Transfer,

1. Varen & Kessler LLP (US Counsel to the Underwriting Syndicate) Limited liability partnership organized under the laws of the State of New York. Principal office: 51 West 52nd Street, New York, New York 10019. Varen & Kessler LLP will serve as US counsel to the underwriting syndicate in the Proposed Transaction. Martin Ashford — Partner, Capital Markets Practice Group, Varen & Kessler LLP. Priya Ranganathan — Senio

2. Bähr Stein Rechtsanwälte Partnerschaftsgesellschaft mbB (German Counsel to Halcyon) Partnerschaftsgesellschaft mit beschränkter Berufshaftung (PartGmbB) organized under the laws of the Federal Republic of Germany. Principal office: Bockenheimer Landstraße 20, 60323 Frankfurt am Main, Hesse, Germany. Bähr Stein will serve as German counsel to Halcyon and will act as co-counsel to C&H on the issuer side of the Propo

3. Prumvane Thornton LLP (German Counsel to the Underwriting Syndicate) Limited liability partnership organized under the laws of England and Wales, operating through its Frankfurt office. Frankfurt office address: Neue Mainzer Straße 52, 60311 Frankfurt am Main, Hesse, Germany. Prumvane Thornton LLP will serve as German counsel to the underwriting syndicate in the Proposed Transaction. Dr. Stefan Braun — Partner, Fr

1. Blackmere & Whitfield LLP (International Audit Firm — US Component) Limited liability partnership organized under the laws of England and Wales. New York office: 7 Times Square, New York, New York 10036. Blackmere & Whitfield LLP's New York office will be involved in the issuance of comfort letters and related audit support in connection with the Proposed Transaction. Graham Templeton — Partner, Audit and Assuranc

2. Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft (German Audit Firm) Gesellschaft mit beschränkter Haftung (GmbH) organized under the laws of the Federal Republic of Germany and registered as a Wirtschaftsprüfungsgesellschaft (audit firm). Principal office: Ganghoferstraße 29, 80339 Munich, Bavaria, Germany. Blackmere & Whitfield GmbH WPG serves as Halcyon's independent auditor (Abschlussprüfer) and has

1. Ashton & Burke Advisory GmbH Gesellschaft mit beschränkter Haftung (GmbH) organized under the laws of the Federal Republic of Germany. Registered office: Theatinerstraße 11, 80333 Munich, Bavaria, Germany. Ashton & Burke Advisory GmbH is serving as financial advisor to Halcyon in connection with the Proposed Transaction. Lukas Frey — Managing Partner, Ashton & Burke Advisory GmbH. Advisory fee: €2,500,000 flat adv

1. Bridgeport Investor Relations LLC Limited liability company organized under the laws of the State of Delaware. Principal office: 350 Fifth Avenue, Suite 6820, New York, New York 10118. Bridgeport Investor Relations LLC has been engaged by Halcyon to provide investor relations advisory services in connection with the IPO and the post-listing period. Thomas Harding — Senior Vice President, Bridgeport Investor Relati

1. Clearwater D&O Insurance Brokers Ltd. (Insurance Broker) Private limited company incorporated under the laws of England and Wales. Clearwater D&O Insurance Brokers Ltd. is acting as the placement broker for Halcyon's directors' and officers' liability insurance program. Emma Callister — Vice President, Financial Lines, Clearwater D&O Insurance Brokers Ltd. Search terms: "Clearwater," "Clearwater D&O," "Clearwater

2. Thornhill Assurance plc (D&O Primary Carrier) Public limited company incorporated under the laws of England and Wales, with its principal office in London, United Kingdom. Thornhill Assurance plc will provide the primary layer of the D&O insurance program, with limits of $15,000,000 per occurrence and in the aggregate. Search terms: "Thornhill Assurance," "Thornhill," "Thornhill Assurance plc."

3. Arcadian Indemnity Corp. (D&O First Excess Carrier) Corporation organized under the laws of the United States. Arcadian Indemnity Corp. will provide the first excess layer of the D&O insurance program, with limits of $20,000,000 excess of $15,000,000 (i.e., $20,000,000 xs $15,000,000). Search terms: "Arcadian Indemnity," "Arcadian," "Arcadian Indemnity Corp."

4. Helmsman Re Ltd. (D&O Second Excess Carrier) Private limited company incorporated under the laws of Bermuda. Helmsman Re Ltd. will provide the second excess layer of the D&O insurance program, with limits of $20,000,000 excess of $35,000,000 (i.e., $20,000,000 xs $35,000,000). Search terms: "Helmsman Re," "Helmsman," "Helmsman Re Ltd."

5. Nordic Specialty Insurance SE (D&O Third Excess Carrier) European public limited liability company (Societas Europaea) incorporated under the laws of the Kingdom of Sweden, with its principal office in Stockholm, Sweden. Nordic Specialty Insurance SE will provide the third excess layer of the D&O insurance program, with limits of $20,000,000 excess of $55,000,000 (i.e., $20,000,000 xs $55,000,000). Search terms: "

V. Conflicts Check Results This section sets forth the results of the conflicts check for each party and individual identified in Section IV above, together with the Firm's analysis and conclusion with respect to each result. A. Results — Prospective Client (Halcyon and Affiliates) Searches on Halcyon Semiconductor Aktiengesellschaft and all of its subsidiaries and affiliates identified in Section IV.A above returned

1. Rheintal Industrieholding GmbH / Margarethe Wendt Searches on Rheintal Industrieholding GmbH and Margarethe Wendt returned no results in the Firm's ConflictsCheck system. The Firm has not previously represented Rheintal Industrieholding GmbH or Margarethe Wendt, nor has either party appeared as an adverse party in any Firm matter. It is noted for the record that Margarethe Wendt, Managing Director of Rheintal Indu

2. Kestrel Capital Partners AG / Henrik Sørensen Searches on Kestrel Capital Partners AG and Henrik Sørensen returned one informational result. Specifically, the Firm's London office provided regulatory advice to Kestrel Capital Partners AG in 2023 in connection with an unrelated matter involving the EU Takeover Directive (Council Directive 2004/25/EC). The matter was assigned Matter Number 1032-00003 and was opened

1. Westbridge Securities LLC / Jonathan Hartwell Searches on Westbridge Securities LLC and Jonathan Hartwell returned multiple results, reflecting the Firm's existing and ongoing client relationship with Westbridge Securities LLC. The Firm regularly represents Westbridge Securities LLC in capital markets transactions in which Westbridge acts as an underwriter or placement agent. The following open matters were specif

2. Pinnacle Morgan & Co., Inc. / Sarah Okonkwo Searches on Pinnacle Morgan & Co., Inc. and Sarah Okonkwo returned no results in the Firm's ConflictsCheck system. The Firm has not previously represented Pinnacle Morgan & Co., Inc. or Sarah Okonkwo, nor has either party appeared as an adverse party in any Firm matter. Conclusion: Clear — no conflict.

3. Andover Barcliffe Group Inc. / David Reinhardt Searches on Andover Barcliffe Group Inc. and David Reinhardt returned one result. Specifically, C&H represented Marlowe Asset Management Precision Technologies Inc., a portfolio company of Andover Barcliffe Capital Partners LP (an affiliated fund of Andover Barcliffe Group Inc.), in a Rule 144A / Regulation S private placement of senior secured notes in 2024 (Matter N

4. Northpointe Capital LLC / Lisa Cheng Searches on Northpointe Capital LLC and Lisa Cheng returned no results in the Firm's ConflictsCheck system. The Firm has not previously represented Northpointe Capital LLC or Lisa Cheng, nor has either party appeared in any capacity in the Firm's conflicts database. Conclusion: Clear — no conflict. E. Results — Depositary Bank and Transfer Agent

1. Meridian Trust Company, N.A. / Patricia Novak Searches on Meridian Trust Company, N.A. and Patricia Novak returned multiple results. C&H has represented Meridian Trust Company, N.A. in its capacity as depositary bank in several prior ADR programs. The identified representations are as follows: (a) Matter No. 1032-00003 — Representation of Meridian Trust as depositary bank in connection with the establishment of a

2. Crestfield Transfer Services Inc. / Angela Moretti Searches on Crestfield Transfer Services Inc. and Angela Moretti returned no results in the Firm's ConflictsCheck system. The Firm has not previously represented Crestfield Transfer Services Inc. or Angela Moretti, nor has either party appeared in any capacity in the Firm's conflicts database. Conclusion: Clear — no conflict. F. Results — Opposing and Co-Counsel

1. Varen & Kessler LLP Searches on Varen & Kessler LLP, Martin Ashford, and Priya Ranganathan returned no conflict concerns. Varen & Kessler LLP will serve as counsel to the underwriting syndicate in the Proposed Transaction, while C&H will serve as counsel to the issuer. This is a standard and customary allocation of roles in capital markets transactions. The interests of issuer's counsel and underwriters' counsel,

2. Bähr Stein Rechtsanwälte Partnerschaftsgesellschaft mbB Searches on Bähr Stein Rechtsanwälte PartGmbB, Dr. Christoph Maurelban, and Johanna Weiß returned no conflict concerns. Bähr Stein is serving as German counsel to Halcyon in the Proposed Transaction and will act as co-counsel to C&H on the issuer side. The two firms will work collaboratively in the interests of the common client, Halcyon. No prior adverse mat

3. Prumvane Thornton LLP Searches on Prumvane Thornton LLP and Dr. Stefan Braun returned no conflict concerns. Prumvane Thornton is serving as German counsel to the underwriting syndicate in the Proposed Transaction. No prior adverse matters involving Prumvane Thornton were identified in the Firm's ConflictsCheck system. Conclusion: No conflict. G. Results — Auditors Blackmere & Whitfield LLP / Blackmere & Whitfield

I. Results — Investor Relations Advisor Bridgeport Investor Relations LLC / Thomas Harding Searches on Bridgeport Investor Relations LLC and Thomas Harding returned no results in the Firm's ConflictsCheck system. The Firm has not previously represented Bridgeport Investor Relations LLC or Thomas Harding, nor has either party appeared in any capacity in the Firm's conflicts database. Conclusion: Clear — no conflict. J

1. Clearwater D&O Insurance Brokers Ltd. / Emma Callister Searches on Clearwater D&O Insurance Brokers Ltd. and Emma Callister returned no results in the Firm's ConflictsCheck system. The Firm has not previously represented Clearwater D&O Insurance Brokers Ltd. or Emma Callister, nor has either party appeared in any capacity in the Firm's conflicts database. Conclusion: Clear — no conflict.

2. Thornhill Assurance plc Searches on Thornhill Assurance plc returned no results in the Firm's ConflictsCheck system. The Firm has not previously represented Thornhill Assurance plc, nor has the entity appeared as an adverse party or interested party in any Firm matter. Conclusion: Clear — no conflict.

3. Arcadian Indemnity Corp. Searches on Arcadian Indemnity Corp. returned no results in the Firm's ConflictsCheck system. The Firm has not previously represented Arcadian Indemnity Corp., nor has the entity appeared as an adverse party or interested party in any Firm matter. Conclusion: Clear — no conflict.

4. Helmsman Re Ltd. Searches on Helmsman Re Ltd. returned no results in the Firm's ConflictsCheck system. The Firm has not previously represented Helmsman Re Ltd., nor has the entity appeared as an adverse party or interested party in any Firm matter. Conclusion: Clear — no conflict.

5. Nordic Specialty Insurance SE Searches on Nordic Specialty Insurance SE returned no results in the Firm's ConflictsCheck system. The Firm has not previously represented Nordic Specialty Insurance SE, nor has the entity appeared as an adverse party or interested party in any Firm matter. Conclusion: Clear — no conflict.

VI. Summary of Action Items Based on the results of the conflicts check and the analysis set forth in Section V above, the following action items must be completed prior to or concurrently with the execution of the engagement letter for the Proposed Transaction: A. Informed Consent Waivers Required

1. Westbridge Securities LLC — Concurrent Representation Disclosure and Waiver (a) C&H shall include disclosure language in the Halcyon engagement letter regarding the Firm's ongoing representation of Westbridge Securities LLC in unrelated capital markets matters (specifically, Matter Nos. 1032-00003 and 1032-00003, as described in Section V.D.1 above). (b) C&H shall obtain Halcyon's informed written consent acknowle

2. Kestrel Capital Partners AG — Prior Representation Disclosure (a) C&H shall inform Halcyon, either in the engagement letter or in a separate written communication delivered concurrently with the engagement letter, that the Firm's London office previously represented Kestrel Capital Partners AG in an unrelated, closed EU regulatory matter in 2023 (Matter No. 1032-00003). (b) C&H shall confirm that Halcyon raises no