Contract analysis

I. Introduction and Purpose This memorandum serves as the comprehensive internal checklist and drafting notes for the preparation of the Registration Statement on Form F-6 (the "Form F-6") to be filed with the U.S. Securities and Exchange Commission (the "SEC") in connection with the registration of American Depositary Shares ("ADSs") to be issued by Meridian Trust Company, National Association ("Meridian Trust" or t

II. Filing Sequence and Coordination with Form F-1 A. Relationship Between Form F-1 and Form F-6 The relationship between the Form F-1 and the Form F-6 is fundamental to the structure of Halcyon's U.S. initial public offering and should be clearly understood by all members of the working group. Form F-1 (Registration Statement for the IPO Offering). The Form F-1 registers the offering and sale of 21,400,000 ADSs in t

III. Form F-6 Eligibility Requirements A. Conditions for Use of Form F-6 Form F-6 may be used for the registration of depositary shares evidenced by American Depositary Receipts only if the following conditions, as specified in the General Instructions to Form F-6, are satisfied:

1. Right of Withdrawal. The holder of the ADSs is entitled at any time to withdraw the deposited securities underlying the ADSs, subject only to the following limited exceptions: (a) temporary delays caused by the closing of the transfer books of the Depositary or the issuer of the deposited securities, or the deposit of shares in connection with voting at a shareholders' meeting, or the payment of dividends; (b) the

2. Registration or Exemption of Deposited Securities. The deposited securities are offered or sold in transactions registered under the Securities Act or in transactions that are exempt from registration under the Securities Act. For a Level III ADR program such as Halcyon's, this condition is satisfied because the underlying ordinary shares are being registered on the Form F-1 in connection with the IPO offering. Wi

IV. Master Exhibits Checklist The following section sets forth the complete checklist of exhibits required or contemplated for filing with the Form F-6, together with the current preparation status, drafting responsibilities, and coordination requirements for each exhibit. Exhibit A — Deposit Agreement Key Commercial Terms of the Deposit Agreement. The following terms have been identified as the principal commercial

1. Due Authorization of Deposit Agreement. The Deposit Agreement has been duly authorized, executed, and delivered by Halcyon and constitutes a valid and binding obligation of Halcyon, enforceable against Halcyon in accordance with its terms, subject to customary enforceability exceptions (bankruptcy, insolvency, reorganization, moratorium, and other laws of general applicability relating to or affecting creditors' r

2. Valid Issuance of ADSs. The ADSs, when issued by the Depositary in accordance with the terms and conditions of the Deposit Agreement against the deposit of ordinary shares duly authorized and validly issued by Halcyon, will be validly issued, fully paid, and non-assessable.

3. Compliance of Form F-6. The Form F-6 Registration Statement complies as to form in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder. Coordination with Bähr Stein. Because Halcyon is a German Aktiengesellschaft and certain of the opinion matters require conclusions as to the valid authorization and execution of the Deposit Agreement under German c

V. Form F-6 Registration Statement — Drafting Notes The following drafting notes address the principal components of the Form F-6 registration statement (other than the exhibits discussed in Section IV above). These notes are intended to guide the preparation of the initial draft by Audrey Zhou, subject to review by Claire Dempsey and Vivienne St. Claire. A. Cover Page The cover page of the Form F-6 must include the

VI. Coordination Points with External Parties The following section identifies the key external parties with whom coordination is required for the preparation and filing of the Form F-6, together with the specific items needed from each party and the applicable deadlines. A. Meridian Trust Company, N.A. Contact: Patricia Novak, Vice President, Depositary Receipts, 101 Barclay Street, New York, New York 10286. Telepho

1. Standard form Deposit Agreement template. Meridian Trust's standard form Deposit Agreement for Level III ADR programs, which will serve as the starting point for C&H's drafting of the Halcyon-specific Deposit Agreement. The standard form should include Meridian Trust's preferred provisions on liability limitations, indemnification, amendment procedures, fee structure, and operational mechanics.

2. Standard form ADR certificate template. Meridian Trust's standard form ADR certificate, including both the face and reverse of the certificate, to be customized for Halcyon.

3. Meridian Trust Power of Attorney for signing the Form F-6. A duly executed Power of Attorney authorizing designated officers of Meridian Trust (including Patricia Novak) to sign the Form F-6 and any amendments thereto on behalf of Meridian Trust.

4. Confirmation of German sub-custodian appointment and custodian agreement. Confirmation of the identity of the German sub-custodian appointed by Meridian Trust for the safekeeping of deposited ordinary shares, and whether Meridian Trust wishes to file the Custodian Agreement as an exhibit to the Form F-6 or simply reference the custodial arrangements in the Deposit Agreement.

5. Confirmation of Meridian Trust's EDGAR filing agent and filing logistics. Confirmation of whether Meridian Trust will use its own EDGAR filing agent for the Form F-6 filing, or whether C&H will handle the filing on behalf of both registrants. If Meridian Trust has its own filing agent, coordination between the two filing agents will be necessary.

6. Meridian Trust internal legal review and approval timeline. Confirmation of the timeline for Meridian Trust's internal legal review and approval of the Deposit Agreement, Form of ADR, and Form F-6. We need to understand any internal approval requirements (e.g., review by Meridian Trust's Legal and Compliance departments, sign-off by Meridian Trust's business line managers) and build these into the overall project

7. Fee schedule confirmation. Final confirmation of the depositary fee structure, including the $0.05 per ADS annual fee and all other fees to be charged to ADS holders or reimbursed by Halcyon. Deadline for Meridian Trust materials: February 28, 2026 (to allow sufficient time for C&H to draft and circulate the Deposit Agreement, Form of ADR, and Form F-6 before the all-parties drafting session scheduled for March 23

1. Confirmation of appointment as transfer agent and registrar for ADSs. Written confirmation from Crestfield that it has been engaged to serve as the transfer agent and registrar for the ADSs and that it is prepared to fulfill this role in connection with the IPO.

2. CUSIP application for ADSs. Crestfield to coordinate with the CUSIP Service Bureau (operated by Harborview & Co.) to apply for and obtain a CUSIP number for the ADSs. The CUSIP number is required for the ADR certificate and for DTC eligibility. The CUSIP application should be submitted as soon as the ADS terms are finalized.

3. DTC eligibility confirmation for ADSs. Confirmation that the ADSs will be eligible for book-entry delivery, settlement, and clearance through The Depository Trust Company (DTC). DTC eligibility is a prerequisite for listing on the Nasdaq Global Select Market and for efficient secondary market trading of the ADSs. Crestfield to coordinate with DTC (as applicable) and with Meridian Trust to ensure that all DTC eligi

1. German law opinion on due authorization. A formal opinion of German counsel confirming that Halcyon has been duly authorized to enter into the Deposit Agreement and to establish the ADR program under German corporate law, including confirmation that all necessary corporate approvals (Vorstand resolutions, Aufsichtsrat approvals, and, if applicable, Hauptversammlung resolutions) have been obtained. This opinion wil

2. Confirmation regarding validity of Power of Attorney under German law. Confirmation that the Power of Attorney to be executed by Dr. Friedrich Wendt and Katarina Dalmqvist (and any other required signatories) in connection with the Form F-6 filing is valid under German law and Halcyon's Satzung. Specific issues to be addressed include (a) whether the Power of Attorney must be notarized or apostilled under the Akti

3. Advice on German regulatory approvals. Confirmation of whether the establishment of the ADR program and the deposit of ordinary shares with a German sub-custodian trigger any notification or approval requirements under German securities regulations, including (a) notification to BaFin (Bundesanstalt für Finanzdienstleistungsaufsicht), (b) disclosure obligations under the Wertpapierhandelsgesetz (WpHG), (c) any FX

4. Coordination on pre-emptive rights exclusion and authorized capital. Advice on the shareholder resolution and Aufsichtsrat approval required to exclude pre-emptive rights (Bezugsrechtsausschluss) for the 30,000,000 new ordinary shares to be issued in connection with the IPO. Bähr Stein to confirm that the authorized capital (genehmigtes Kapital) provisions of Halcyon's Satzung are sufficient to support the issuanc

VII. Open Items and Action Items Tracker The following table sets forth all open items and action items identified as of the date of this memorandum, together with the responsible party, deadline, and current status for each item. This tracker will be updated on a rolling basis as the Form F-6 preparation progresses. Notes on Priority Items. Action Items 1 and 5 are the highest priority items at this time. The standa

VIII. Risk Considerations and Drafting Flags The following risk considerations and drafting flags have been identified in connection with the preparation and filing of the Form F-6. These items should be discussed with Vivienne St. Claire and, as appropriate, with the client and other members of the working group. A. Timing Risk — Public Filing of Form F-6 The Form F-6 is not eligible for confidential submission unde

IX. Appendix — Form F-6 Exhibit Index Template The following table sets forth the proposed exhibit index for the Form F-6, based on the exhibit requirements discussed in Section IV above. This template should be updated as the preparation process progresses and as determinations are made regarding optional exhibits. Notes: • Exhibit numbers follow the designations specified in the General Instructions to Form F-6. •

X. Version Control and Document History This checklist and drafting notes memorandum will be updated on a rolling basis as the Form F-6 preparation progresses. The next scheduled update is targeted for the week of March 9, 2026, coinciding with the first draft Form F-1 circulation target and the completion of the first draft Deposit Agreement. All subsequent versions will be maintained in the matter file under docume