Contract analysis

1. Introduction and Purpose We write in our capacity as US securities counsel to Halcyon Semiconductor Aktiengesellschaft ("Halcyon" or "HSAG"), a German Aktiengesellschaft incorporated in Munich, Bavaria, and registered in the Commercial Register (Handelsregister) under HRB 217458 at the Amtsgericht München. As you are aware, Halcyon is pursuing an initial public offering of American Depositary Shares ("ADSs") in th

2. Overview of the Offering Structure and Selling Shareholder Participation 2.1 Offering Composition The Offering comprises both a primary component and a secondary component, the key parameters of which are summarized below: Primary Component. Halcyon proposes to issue 30,000,000 new ordinary shares (Stammaktien), no par value (Stückaktien), which will correspond to 15,000,000 ADSs at the proposed ratio of 1 ADS = 2

3. Pre-Emptive Rights Waiver (*Bezugsrechtsausschluss*) for New Share Issuance 3.1 Issue Presented As noted above, Halcyon proposes to issue 30,000,000 new ordinary shares as part of the primary component of the Offering. Under the Aktiengesetz ("AktG"), existing shareholders of a German Aktiengesellschaft have statutory pre-emptive rights (Bezugsrechte) to subscribe for new shares on a pro rata basis in connection w

4. Secondary Share Transfer Mechanics Under German Law 4.1 Transfer of Existing Shares by Selling Shareholders As described in Section 2.2, Rheintal (8,500,000 ordinary shares) and Kestrel (4,300,000 ordinary shares) will transfer existing ordinary shares to facilitate the secondary component of the Offering. In order for ADSs to be issued in respect of these shares, the ordinary shares must ultimately be deposited w

5. Ashgrove Enterprises Delivery Procedures 5.1 Deposit Mechanics As described above, the ordinary shares sold by the selling shareholders in the secondary component (as well as the newly issued ordinary shares in the primary component) must be deposited with a German custodian bank appointed by Meridian Trust under the Deposit Agreement. Upon deposit, Meridian Trust will issue ADSs in respect of the deposited shares

6. Lock-Up Considerations for Selling Shareholders Under the terms of the underwriting agreement, each of Rheintal and Kestrel will be required to execute a 180-day lock-up letter (the "Lock-Up Letter") in favor of Westbridge Securities LLC ("Westbridge"), acting in its capacity as lead bookrunner and representative of the underwriting syndicate. Our primary contact at Westbridge is Jonathan Hartwell, Managing Direct

7. Related-Party Transaction Disclosure — Rheintal / Wendt Family Because Rheintal is a Wendt family holding company — and its Managing Director, Margarethe Wendt, is the sister of Dr. Friedrich Wendt, who serves as the Chief Executive Officer (Vorstandsvorsitzender) of Halcyon — the Registration Statement will be required to include detailed disclosure of related-party transactions pursuant to Item 7.B of Form 20-F

8. German Securities Regulatory Matters 8.1 BaFin and MAR Notifications We request Bähr Stein's assessment of whether any notifications to the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin") are required in connection with the selling shareholders' participation in the US Offering. This includes, without limitation, any notifications that may be triggered by t

9. Selling Shareholder Questionnaire C&H has prepared a form of selling shareholder questionnaire (the "Questionnaire") requesting information from each of Rheintal and Kestrel regarding, among other things, beneficial ownership of Halcyon securities, affiliations with FINRA member firms, material relationships with Halcyon and its officers and directors, and other information required for US prospectus disclosure an

10. Request for German Law Opinion at Closing At the closing of the Offering (target: July 6, 2026), the underwriters will require the delivery of a German law opinion from Bähr Stein as a condition to closing. The opinion will be addressed to the underwriters and will be prepared in consultation with the underwriters' German counsel, Prumvane Thornton LLP, Frankfurt office, located at Neue Mainzer Straße 52, 60311 F

11. Deliverables and Timeline Summary For ease of reference, we set forth below a summary table of the deliverables requested from Bähr Stein in this letter, together with proposed deadlines. We recognize that certain of these deadlines may require adjustment as the Offering process unfolds, and we are prepared to discuss any concerns regarding timing. We ask that Bähr Stein confirm receipt of this letter and its abi

12. Coordination and Communication Primary Contacts at C&H The primary contacts at Calderwood & Harkness LLP for the selling shareholder coordination and related matters described in this letter are as follows: Claire Dempsey — Lead Associate, Capital Markets Calderwood & Harkness LLP One Liberty Plaza, 42nd Floor New York, New York 10006 Telephone: +1 (212) 558-4217 Email: cdempsey@calderwoodharkness.com Lead on sel

13. Confidentiality This letter and all communications regarding the prospective Offering are confidential and are subject to the confidentiality provisions of Halcyon's engagements with Calderwood & Harkness LLP and Bähr Stein, respectively. No public disclosure of the Offering or any related matters should be made until the public filing of the Registration Statement with the SEC, which is currently targeted for Ju

1. Draft Selling Shareholder Questionnaire — Form

2. Draft Custody Agreement / Power of Attorney — Form

3. Draft Lock-Up Agreement — Form of Selling Shareholder Lock-Up Letter

4. Preliminary Offering Timeline (Master Timeline and Responsibility Chart — excerpt) Shares Pre-offering shares outstanding | 215,000,000 New ordinary shares to be issued in the primary component | 30,000,000 Post-offering shares outstanding | 245,000,000 Deliverable | Requested By Confirmation of authorized capital (genehmigtes Kapital) sufficiency for issuance of 30,000,000 new ordinary shares | February 14, 2026