Contract analysis

1. Shares Outstanding After This Offering 1.1 Pre-Offering Share Capital As of the date of this prospectus, Halcyon has 215,000,000 ordinary shares (Stammaktien), no par value (Stückaktien), issued and outstanding. Each ordinary share carries one vote and is entitled to dividends when and if declared by our annual general meeting (Hauptversammlung) upon the proposal of our management board (Vorstand) and supervisory

2. Lock-Up Agreements 2.1 Overview of Lock-Up Arrangements In connection with this offering, Halcyon, each of the selling shareholders, and all members of Halcyon's management board (Vorstand) and supervisory board (Aufsichtsrat) have agreed to enter into lock-up agreements with Westbridge Securities LLC ("Westbridge Securities"), as representative of the several underwriters of this offering (the "Lock-Up Agreements

3. Rule 144 Under the Securities Act 3.1 Overview of Rule 144 Rule 144, promulgated under the Securities Act, provides a safe harbor from the registration requirements of Section 5 of the Securities Act for resales of "restricted securities" and "control securities." Restricted securities are securities acquired in unregistered, private sales from the issuer or from an affiliate of the issuer. Control securities are

4. Regulation S Under the Securities Act 4.1 Overview of Regulation S Regulation S under the Securities Act provides a safe harbor from the registration requirements of Section 5 of the Securities Act for offers and sales of securities that occur outside the United States. Regulation S is based on the principle that the registration requirements of the Securities Act are intended to protect US investors and should no

5. Foreign Private Issuer Status 5.1 FPI Status and Reporting Framework Halcyon qualifies as a "foreign private issuer" as defined in Rule 3b-4 under the Exchange Act. Under Rule 3b-4, an issuer organized under the laws of a foreign country is a foreign private issuer unless (a) more than 50% of the issuer's outstanding voting securities are directly or indirectly held of record by residents of the United States, and

6. Shares Issued Under Employee Benefit Plans 6.1 Halcyon Employee Stock Ownership Trust The Halcyon Employee Stock Ownership Trust (the "ESOT") currently holds 6,665,000 ordinary shares, representing approximately 3.1% of the ordinary shares outstanding prior to this offering and approximately 2.7% of the ordinary shares expected to be outstanding following this offering. The ESOT was established in 2018 for the ben

7. Registration Rights 7.1 Registration Rights Agreements As of the date of this prospectus, and to our knowledge based on the due diligence conducted in connection with this offering, neither Rheintal Industrieholding GmbH nor Kestrel Capital Partners AG has been granted demand registration rights, piggyback registration rights, or any other form of registration rights under US securities law in connection with this

8. Concurrent Trading on the Frankfurt Stock Exchange 8.1 Dual Listing Considerations Following the completion of this offering, Halcyon's ordinary shares will continue to trade on the Frankfurt Stock Exchange (FRA: HCY) in the Prime Standard segment of the Regulated Market, and the ADSs will trade on the Nasdaq Global Select Market under the ticker symbol "HCYN." The existence of parallel trading markets for Halcyon

9. Summary — Eligibility for Future Sale The following table summarizes the eligibility of Halcyon's ordinary shares and ADSs for future sale following the completion of this offering: The information in the table above assumes no exercise of the overallotment option (except where specifically noted) and no issuance of additional ordinary shares after the completion of this offering.

10. Cautionary Statement No prediction can be made as to the effect, if any, that future sales of ordinary shares or ADSs, or the availability of ordinary shares or ADSs for future sale, will have on the market price of the ADSs prevailing from time to time. The market price of the ADSs could decline as a result of sales of a large number of ordinary shares or ADSs in the market after this offering, or the perception