Contract analysis

1. PURPOSE OF MEMORANDUM This memorandum is submitted to formally open a new client matter in connection with the 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 organized under the laws of the Federal Republic of Germany, in connection with a prospective initial public offe

2. CLIENT IDENTIFICATION 2.1 Client Entity The following sets forth the identifying information for the client entity: Full Legal Name: Halcyon Semiconductor Aktiengesellschaft Short Name / Defined Term: Halcyon; HSAG Entity Type: Aktiengesellschaft (German public stock corporation organized under the Aktiengesetz (German Stock Corporation Act)) Jurisdiction of Incorporation: Federal Republic of Germany; the company

3. MATTER DESCRIPTION 3.1 Nature of the Engagement Calderwood & Harkness has been engaged as United States securities counsel to Halcyon in connection with a prospective initial public offering of American Depositary Shares in the United States through the establishment of a Level III American Depositary Receipt program. This engagement is comprehensive in scope and encompasses the full range of U.S. securities law a

4. ENGAGEMENT TEAM 4.1 Staffing. The following attorneys have been designated to staff this engagement: The billing rates set forth above are consistent with the rate schedule provided to the client in the executed engagement letter and reflect the Firm's standard 2026 rate schedule for the Capital Markets and Tax Practice Groups. 4.2 Supervision and Responsibility The roles and responsibilities of the engagement tea

5. FEE ARRANGEMENT The fee arrangement for this engagement is summarized as follows: Basis of Fees: Hourly rates, as set forth in the executed engagement letter and the staffing memorandum. All professional time expended by members of the engagement team will be billed at the individual billing rates specified in Section 4.1 above. Disbursements and out-of-pocket expenses (including, without limitation, filing fees,

6. CONFLICTS CLEARANCE A comprehensive conflicts check was conducted on January 10, 2026, in accordance with the Firm's conflicts clearance policies and procedures and the applicable provisions of the New York Rules of Professional Conduct. A separate Conflicts Check Memorandum has been prepared and is on file with the Office of the General Counsel (Attachment B). The following summarizes the scope and results of the

7. ANTI-MONEY LAUNDERING / KNOW YOUR CUSTOMER (AML/KYC) CLEARANCE 7.1 KYC Documentation Collected In accordance with the Firm's AML/KYC policies and procedures, the following documentation has been collected and reviewed in connection with the onboarding of Halcyon Semiconductor Aktiengesellschaft as a new client: (a) Corporate Organizational Documents. Copies of Halcyon's Satzung (Articles of Association), as curren

8. OTHER TRANSACTION PARTIES AND ADVISORS 8.1 Underwriting Syndicate The following investment banks have been engaged to serve as underwriters in connection with the Offering: Westbridge Securities LLC will serve as the lead left bookrunner and as the representative of the several underwriters (the "Representative") for purposes of the Underwriting Agreement. In that capacity, Westbridge will lead the book-building p

9. MATERIAL SUBSIDIARIES OF THE CLIENT The following table sets forth the material subsidiaries of Halcyon Semiconductor Aktiengesellschaft, all of which are wholly owned (directly or indirectly) by the parent company: The engagement team will conduct due diligence on each of the material subsidiaries listed above, including review of organizational documents, intercompany agreements, material contracts, regulatory f

10. KEY FINANCIAL SUMMARY OF THE CLIENT The following table summarizes Halcyon's key financial metrics for the most recent fiscal year. These figures are unaudited and have been provided by the client's management for informational purposes in connection with this matter opening memorandum. The audited financial statements, prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by

11. REGULATORY AND COMPLIANCE CONSIDERATIONS The following regulatory and compliance considerations have been identified in connection with the Offering and will require attention from the engagement team: Foreign Private Issuer Status. Halcyon intends to qualify as a Foreign Private Issuer ("FPI") under Rule 3b-4 of the Exchange Act. FPI status provides significant benefits, including the ability to follow home-coun

12. GOVERNING LAW AND JURISDICTIONAL NOTES The following is a summary of the governing law and jurisdictional framework applicable to the Offering and the related transaction documents: Securities Act Registration. The Offering will be registered under the Securities Act of 1933, as amended. The Registration Statement on Form F-1 and the Registration Statement on Form F-6 will be filed with the U.S. Securities and Ex