Contract analysis

I. ATTENDEES The following individuals are expected to participate in the organizational meeting on January 22, 2026. Attendees in New York will participate in person at the Calderwood & Harkness offices. European-based participants will join via video conference. Contact information for each attendee, including direct telephone numbers and email addresses, will be set forth in the Working Group List to be circulated

1. Dr. Friedrich Wendt — Chief Executive Officer (Vorstandsvorsitzender). Dr. Wendt will serve as the principal executive officer for purposes of the Form F-1 Registration Statement and will be a primary participant in the roadshow presentation. Dr. Wendt will attend via video conference from Munich.

2. Katarina Dalmqvist — Chief Financial Officer (Finanzvorstand). Ms. Dalmqvist will serve as the principal financial officer for purposes of the Form F-1 Registration Statement and will be the second principal presenter during the roadshow. Ms. Dalmqvist will attend via video conference from Munich.

3. Wilhelm Ostermann — General Counsel (Chefjustitiar). Mr. Ostermann will serve as the primary internal legal contact for the transaction and will coordinate document production from Halcyon for due diligence purposes. Mr. Ostermann will attend via video conference from Munich. B. Calderwood & Harkness LLP (US Counsel to the Issuer) The following members of Calderwood & Harkness LLP will participate in person at the

1. Vivienne St. Claire — Partner, Capital Markets. Ms. St. Claire will serve as the responsible partner for the engagement, overseeing all aspects of the Form F-1 Registration Statement, SEC correspondence, and the delivery of legal opinions at closing.

2. Robert Adeyemi — Partner, Capital Markets. Mr. Adeyemi will serve as the billing partner for the engagement, managing the fee budget and providing support on the underwriting agreement, pricing agreement, and related transaction documentation.

3. Claire Dempsey — Lead Associate, Capital Markets. Ms. Dempsey will serve as the lead drafter of the Form F-1 Registration Statement and prospectus and will manage the day-to-day coordination of workstreams, due diligence, and document circulation among the working group.

4. Audrey Zhou — Associate, Capital Markets. Ms. Zhou will have principal responsibility for the deposit agreement and Form F-6 registration, the Nasdaq listing application, corporate governance deliverables, and EDGAR filing logistics.

5. Leonard Cross — Partner, Tax. Mr. Cross will have principal responsibility for all tax-related aspects of the transaction, including the taxation section of the prospectus, the PFIC analysis, the US-Germany tax treaty analysis, and the tax opinion to be filed as an exhibit to the Registration Statement. C. Westbridge Securities LLC (Lead Left Bookrunner / Representative of the Underwriters)

1. Jonathan Hartwell — Managing Director, Global Equity Capital Markets. Mr. Hartwell will attend in person in New York. Westbridge Securities LLC, with offices at 383 Madison Avenue, New York, New York 10179, will serve as the lead left bookrunner and as the representative of the underwriters under the underwriting agreement. Westbridge will also serve as the stabilizing manager and lock-up consent agent. D. Pinnacl

1. Sarah Okonkwo — Director, Equity Capital Markets. Ms. Okonkwo will attend in person in New York. Pinnacle Morgan & Co., Inc., with offices at 200 Park Avenue, New York, New York 10166, will serve as a joint bookrunner for the offering. E. Andover Barcliffe Group Inc. (Joint Bookrunner)

1. David Reinhardt — Managing Director, ECM. Mr. Reinhardt will attend in person in New York. Andover Barcliffe Group Inc., with offices at 1251 Avenue of the Americas, New York, New York 10020, will serve as a joint bookrunner for the offering. F. Northpointe Capital LLC (Co-Manager)

1. Lisa Cheng — Vice President, ECM. Ms. Cheng will attend in person in New York. Northpointe Capital LLC, with offices at 140 Broadway, New York, New York 10005, will serve as a co-manager for the offering. G. Varen & Kessler LLP (US Counsel to the Underwriters)

1. Martin Ashford — Partner, Capital Markets. Mr. Ashford will attend in person in New York. Varen & Kessler LLP, with offices at 51 West 52nd Street, New York, New York 10019, serves as US counsel to the underwriting syndicate. Mr. Ashford's team, including Priya Ranganathan (Senior Associate), will be responsible for reviewing the Registration Statement and prospectus, negotiating the underwriting agreement, coordi

1. Dr. Christoph Maurelban — Partner, Capital Markets. Dr. Maurelban will attend via video conference from the firm's Frankfurt office at Bockenheimer Landstraße 20, 60323 Frankfurt am Main, Germany. Bähr Stein will serve as German counsel to Halcyon Semiconductor AG, advising on all German corporate law and securities law matters arising in connection with the offering, including the new share issuance under the Akt

I. Blackmere & Whitfield LLP (Independent Auditors — US PCAOB-Registered)

1. Graham Templeton — Partner, New York. Mr. Templeton will attend in person in New York. Blackmere & Whitfield LLP, with offices at 7 Times Square, New York, New York 10036, is registered with the Public Company Accounting Oversight Board and will serve as the principal auditing firm for purposes of the Form F-1 Registration Statement. Mr. Templeton will coordinate with the Munich engagement partner, Dieter Kaufmann

1. Patricia Novak — Vice President, Depositary Receipts. Ms. Novak will attend in person in New York. Meridian Trust Company, N.A., with offices at 101 Barclay Street, New York, New York 10286, will serve as the depositary bank for the Level III ADR program, acting as counterparty to the deposit agreement and issuing the American Depositary Shares. K. Not Attending / To Be Separately Briefed The following individuals

1. Prumvane Thornton LLP (German Counsel to the Underwriters) — Dr. Stefan Braun, Partner, Frankfurt. Dr. Braun and his team will receive the meeting minutes and follow-up materials circulated by C&H. Dr. Braun's firm will advise the underwriters on German corporate and securities law matters, including due diligence on the issuer under German law.

2. Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft (Munich) — Dieter Kaufmann, Lead Engagement Partner (Wirtschaftsprüfer). Mr. Kaufmann will coordinate directly with Graham Templeton on all audit-related matters and will receive relevant portions of the meeting minutes.

3. Ashton & Burke Advisory GmbH (Financial Advisor to the Issuer) — Lukas Frey, Managing Partner. Mr. Frey and his team will receive the meeting minutes and follow-up materials. Ashton & Burke is engaged as the financial advisor to Halcyon, providing valuation analysis, timing advice, and investor relations strategy.

4. Crestfield Transfer Services Inc. (Transfer Agent / ADS Registrar) — Angela Moretti, Director, Corporate Actions. Ms. Moretti will be contacted separately by Audrey Zhou regarding the engagement of Crestfield as the transfer agent and ADS registrar for the ADR program.

5. Bridgeport Investor Relations LLC (US IR Advisor) — Thomas Harding, Senior Vice President. Mr. Harding will be contacted separately regarding roadshow preparation and ongoing investor relations support following the US listing.

6. Clearwater D&O Insurance Brokers Ltd. — Emma Callister, Vice President. Ms. Callister will be contacted separately regarding the D&O insurance program timeline and policy binding requirements.

II. WELCOME AND INTRODUCTIONS (9:00 a.m. – 9:15 a.m.) A. Opening Remarks Vivienne St. Claire will open the meeting, welcome all participants attending both in person in New York and via video conference from Munich and Frankfurt, and confirm that a quorum of the working group is present and connected for purposes of proceeding with the organizational meeting. Ms. St. Claire will remind all attendees that the matters

1. Establish working group coordination protocols. The meeting will confirm the roles and responsibilities of each member of the working group, establish communication channels and document-sharing protocols, and designate the central coordinators for each workstream.

2. Agree on the transaction timeline and key milestones. A master timeline and responsibility chart will be presented and discussed. The working group will seek agreement on target dates for each major milestone, from due diligence commencement through closing and the expiration of the greenshoe and lock-up periods.

3. Assign drafting and workstream responsibilities. Specific drafting assignments for the Registration Statement, prospectus, underwriting agreement, deposit agreement, and other transaction documents will be confirmed. Due diligence workstreams will be allocated among the relevant counsel.

4. Discuss SEC filing strategy, the due diligence plan, and open structuring issues. The meeting will address the confidential submission strategy, the Form F-1 and Form F-6 filing sequence, the Nasdaq listing application, and several open structuring issues, including the PFIC analysis, lock-up structuring, German corporate law requirements for the new share issuance, tax treaty and withholding matters, and Sarbanes

III. TRANSACTION OVERVIEW (9:15 a.m. – 9:45 a.m.) A. The Issuer — Halcyon Semiconductor AG Halcyon Semiconductor AG is a German stock corporation (Aktiengesellschaft) incorporated and registered in Munich, Bavaria, Federal Republic of Germany. The company is registered with the Commercial Register (Handelsregister) of the Local Court (Amtsgericht) of Munich under number HRB 217458. Its registered headquarters are loc

1. Rheintal Industrieholding GmbH — 22.3% (47,945,000 shares). Rheintal is the Wendt family holding company, domiciled in Düsseldorf, Germany. The managing director of Rheintal is Margarethe Wendt, who is the sister of Halcyon's CEO, Dr. Friedrich Wendt. Rheintal is expected to participate in the offering as a selling shareholder, selling approximately 8,500,000 ordinary shares (equivalent to 4,250,000 ADSs).

2. Kestrel Capital Partners AG — 9.7% (20,855,000 shares). Kestrel is a European technology-focused investment fund based in Glenrock Assurance, Switzerland. The managing partner of Kestrel is Henrik Sørensen. Kestrel is expected to participate in the offering as a selling shareholder, selling approximately 4,300,000 ordinary shares (equivalent to 2,150,000 ADSs).

3. Halcyon Employee Stock Ownership Trust (ESOT) — 3.1% (6,665,000 shares). The ESOT holds shares on behalf of current and former employees of the Halcyon group pursuant to employee equity incentive arrangements.

4. Free Float — Approximately 64.9% of the outstanding ordinary shares are held by public and institutional investors in the free float. C. Material Subsidiaries Halcyon Semiconductor AG operates through several material subsidiaries worldwide. The following entities are expected to be identified as material subsidiaries for purposes of the Registration Statement:

1. Halcyon Semiconductor USA Inc. — A Delaware corporation with its registered address at 1209 Orange Street, Wilmington, Delaware 19801, and its principal office at 2500 Augustine Drive, Suite 100, Santa Clara, California 95054. Employer Identification Number: 84-3927561. This entity is 100% owned by Halcyon Semiconductor AG and conducts US sales, application engineering, and customer support operations.

2. Halcyon Power Solutions GmbH — A German limited liability company domiciled in Dresden, Germany. This entity is 100% owned by Halcyon Semiconductor AG and operates the company's SiC fabrication facilities, including Fab 2 (currently operational) and Fab 3 (currently under construction, with a significant portion of the IPO net proceeds earmarked for its expansion).

3. Halcyon Asia Pacific Pte. Ltd. — A Singapore private limited company and the company's Asia-Pacific regional sales hub. This entity is 100% owned by Halcyon Semiconductor AG.

4. Halcyon Shanghai Semiconductor Co., Ltd. — A wholly foreign-owned enterprise (WFOE) organized under the laws of the People's Republic of China and domiciled in Shanghai. This entity is 100% owned by Halcyon Semiconductor AG and conducts sales and engineering activities in China. Due diligence on this entity will require particular attention to sanctions, anti-corruption, and export control compliance matters.

5. Halcyon Automotive Components s.r.o. — A Czech limited liability company domiciled in Brno, Czech Republic. This entity is 100% owned by Halcyon Semiconductor AG and conducts module assembly and testing operations. D. Offering Structure Summary The proposed transaction is structured as an initial public offering of American Depositary Shares (ADSs) in the United States under a Level III American Depositary Receipt

IV. MASTER TIMELINE AND KEY MILESTONES (9:45 a.m. – 10:15 a.m.) A. Presentation of Master Timeline Vivienne St. Claire will present and distribute the Master Timeline and Responsibility Chart (attached hereto as Appendix A), which sets forth the full sequence of milestones, deliverables, and responsible parties for the transaction from engagement through closing and the post-closing period. A copy of the Master Timel

1. Feasibility of March 9 First-Draft Circulation. The March 9, 2026 target for circulation of the first draft of the Form F-1 Registration Statement requires close coordination between C&H, Halcyon management, and the auditors. In particular, the inclusion of audited IFRS financial statements for fiscal years 2023 and 2024 in the initial draft will require that Blackmere & Whitfield (Dieter Kaufmann in Munich and Gr

2. Confidential Submission Strategy. Under the JOBS Act provisions (as extended by subsequent SEC rulemaking and Regulation S-K Item 1601), Halcyon may confidentially submit a draft Registration Statement to the SEC for non-public review prior to public filing. This approach offers significant advantages, including the ability to address SEC staff comments and refine the disclosure before the Registration Statement b

3. SEC Review Timeline. Based on current SEC staff processing times for foreign private issuer IPO registration statements, the working group should allow approximately four weeks from the date of confidential submission for receipt of the initial SEC comment letter. This would place the estimated receipt of the first comment letter at approximately May 12, 2026. A two-week turnaround period is assumed for the prepar

4. Coordination Between Public Filing and Nasdaq Listing Application. The Nasdaq listing application should be submitted in advance of the public filing of the Registration Statement. C&H (Audrey Zhou) will coordinate the timing of the Nasdaq application to ensure that the listing review is progressing in parallel with the SEC review process.

5. Roadshow Duration. The roadshow is currently planned for approximately eight business days, launching on June 23, 2026 (the day following the target date for SEC declaration of effectiveness) and concluding with pricing on July 1, 2026. The roadshow schedule, including specific cities and meeting sequences, will be developed by Westbridge Securities and the underwriting syndicate in consultation with Halcyon manag

6. T+2 Settlement. Closing and settlement of the offering is expected on July 6, 2026, which is two business days after the pricing date (T+2), consistent with standard US settlement conventions. Coordination between DTC (for settlement of ADSs in the United States) and Ashgrove Enterprises Banking AG (for settlement and custody of underlying ordinary shares in Germany) will be required. C&H and Meridian Trust will c

V. SEC FILING STRATEGY (10:15 a.m. – 10:45 a.m.) A. Registration Statement on Form F-1 Halcyon Semiconductor AG intends to register the offering of ADSs and underlying ordinary shares under the Securities Act of 1933, as amended, by filing a Registration Statement on Form F-1 with the Securities and Exchange Commission. Form F-1 is the general registration form available to foreign private issuers that are not eligib

VI. DUE DILIGENCE PLAN (10:45 a.m. – 11:15 a.m.) A. Due Diligence Commencement The due diligence process will commence on January 27, 2026, five days following the organizational meeting. Calderwood & Harkness LLP will circulate a comprehensive Due Diligence Request List (attached hereto as Appendix B) to Halcyon Semiconductor AG (attention: Wilhelm Ostermann, General Counsel) and Bähr Stein Rechtsanwälte (attention:

1. Corporate and Organizational This workstream will cover the corporate structure and organizational matters of Halcyon and its subsidiaries, including: the company's articles of association (Satzung); commercial register extracts (HRB 217458, Amtsgericht München); corporate governance structure, including the composition and functioning of the Vorstand (management board) and Aufsichtsrat (supervisory board); minute

2. Material Contracts This workstream will cover the review and analysis of all material contracts of Halcyon and its subsidiaries, including: supply agreements with key raw material and equipment suppliers; customer contracts with major OEM, industrial, and energy customers; joint development agreements (JDAs); technology licenses (inbound and outbound); the revolving credit facility (which is to be partially repaid

3. Intellectual Property This workstream will cover the review and assessment of Halcyon's intellectual property portfolio, including: patents (with particular focus on the company's SiC and GaN power semiconductor technology patents); patent applications; trade secrets and proprietary know-how; trademarks and service marks; copyrights; IP licenses (inbound and outbound); IP-related litigation and disputes; and an as

4. Litigation and Regulatory Proceedings This workstream will cover the identification and review of all pending and threatened litigation, arbitration proceedings, administrative proceedings, and regulatory investigations involving Halcyon and its subsidiaries. The review will encompass all jurisdictions in which the company operates and will include an assessment of potential liabilities and disclosure requirements

5. Environmental and Manufacturing Compliance This workstream will cover environmental permits, compliance with environmental laws and regulations, hazardous materials handling practices (including the semiconductor fabrication chemicals used in SiC and GaN wafer processing), facility compliance for all manufacturing and office locations (Munich headquarters, Dresden Fab 2, Dresden Fab 3 under construction, Brno asse

6. Employee Benefit Plans and Compensation This workstream will cover the review of all employee benefit plans and compensation arrangements of Halcyon and its subsidiaries, both German and non-German, including: the ESOT (holding 3.1% / 6,665,000 shares); pension and retirement plans; equity incentive plans and stock option programs; executive compensation arrangements for members of the Vorstand; and Aufsichtsrat c

7. Related-Party Transactions This workstream will cover the identification and review of all related-party transactions, including: transactions between Halcyon and Rheintal Industrieholding GmbH (the Wendt family holding company); transactions between Halcyon and members of the Vorstand or Aufsichtsrat; any Supervisory Board interlocks or other related-party relationships; and an arm's-length analysis of all identi

8. Sanctions, Anti-Corruption, and Export Controls This workstream will cover compliance with applicable sanctions regimes (OFAC, EU sanctions), anti-corruption laws (the US Foreign Corrupt Practices Act, the UK Bribery Act 2010, and applicable German anti-corruption provisions), and export control regulations (the US Export Administration Regulations (EAR), the International Traffic in Arms Regulations (ITAR), and E

VII. WORKSTREAM ASSIGNMENTS AND DRAFTING RESPONSIBILITIES (11:15 a.m. – 11:45 a.m.) A. Registration Statement and Prospectus Drafting — C&H The drafting of the Form F-1 Registration Statement and prospectus will be led by Calderwood & Harkness LLP. The specific assignments within the C&H team are as follows: Lead Drafter — Claire Dempsey (C&H Lead Associate) Ms. Dempsey will serve as the lead drafter responsible for