Contract analysis

I. Executive Summary The purpose of this memorandum is to analyze whether Halcyon Semiconductor Aktiengesellschaft ("Halcyon," "HSAG," or the "Company"), a German Aktiengesellschaft incorporated and registered in Munich, Bavaria (Commercial Register No. HRB 217458, Amtsgericht München), would be classified as a Passive Foreign Investment Company ("PFIC") under Sections 1291 through 1298 of the Internal Revenue Code o

II. Background and Scope A. Engagement Context Calderwood & Harkness LLP ("C&H" or the "Firm") serves as US securities counsel to Halcyon in connection with the planned ADR IPO on the Nasdaq Global Select Market. The engagement is governed by the Engagement Letter dated November 20, 2025, between C&H and Halcyon, as supplemented by Engagement Letter Supplement No. 1 dated January 15, 2026. Pursuant to the Engagement

1. Halcyon Semiconductor USA Inc. • Jurisdiction: Incorporated in the State of Delaware. • Ownership: 100% owned by Halcyon Semiconductor AG (direct). • Principal Activities: US sales operations, application engineering, and customer support for North American customers, including major automotive and industrial OEMs. • Registered Agent: 1209 Orange Street, Wilmington, Delaware 19801. • Principal Office: 2500 Augusti

2. Halcyon Power Solutions GmbH • Jurisdiction: Organized as a Gesellschaft mit beschränkter Haftung (GmbH) under the laws of the Federal Republic of Germany; registered in Dresden. • Ownership: 100% owned by Halcyon Semiconductor AG (direct). • Principal Activities: SiC fabrication operations, including Fab 2 (operational) and Fab 3 (currently under construction), both located in Dresden, Saxony, Germany. This subsi

3. Halcyon Asia Pacific Pte. Ltd. • Jurisdiction: Incorporated in the Republic of Singapore. • Ownership: 100% owned by Halcyon Semiconductor AG (direct). • Principal Activities: Asia-Pacific regional sales hub, including distribution, marketing, and technical sales support for customers in Japan, South Korea, Taiwan, India, and Southeast Asia.

4. Halcyon Shanghai Semiconductor Co., Ltd. • Jurisdiction: Organized as a wholly foreign-owned enterprise ("WFOE") under the laws of the People's Republic of China; registered in Shanghai. • Ownership: 100% owned by Halcyon Semiconductor AG (direct). • Principal Activities: China market sales, local customer engineering support, and design center operations.

5. Halcyon Automotive Components s.r.o. • Jurisdiction: Organized as a společnost s ručením omezeným (s.r.o.) under the laws of the Czech Republic; registered in Brno. • Ownership: 100% owned by Halcyon Semiconductor AG (direct). • Principal Activities: Module assembly and back-end testing operations for Halcyon's automotive-grade power semiconductor modules. D. Sources Reviewed In preparing this memorandum, we have

III. Legal Framework — PFIC Rules This Part III sets forth the legal framework governing the classification of a foreign corporation as a PFIC under Subpart C of Part VI of Subchapter P of Chapter 1 of the Code (Sections 1291 through 1298). An understanding of this framework is necessary to properly evaluate Halcyon's status under both the income test and the asset test. A. Statutory Definition (IRC § 1297(a)) Under

Section 1297(b)(1) of the Code defines "passive income" for purposes of the PFIC rules by reference to the definition of "foreign personal holding company income" ("FPHCI") in Section 954(c) of the Code, subject to certain modifications set forth in Section 1297(b)(2). FPHCI, as defined in Section 954(c), includes the following categories of income: (i) Dividends, interest, royalties, rents, and annuities. See IRC §

IV. Income Test Analysis A. Methodology The income test analysis proceeds as follows: Step 1. Identify and quantify total gross income of the Halcyon consolidated group (on a look-through basis, inclusive of all subsidiary income) for each fiscal year. Step 2. Categorize each component of gross income as either "passive income" (within the meaning of Section 1297(b) of the Code, as discussed in Part III.B above) or "

V. Asset Test Analysis A. Methodology The asset test analysis proceeds as follows: Step 1. Calculate the total fair market value of all assets of the Halcyon consolidated group (on a look-through basis) at the end of each calendar quarter during the taxable year. Step 2. Classify each asset category as either a "passive asset" (an asset that produces, or is held for the production of, passive income) or an "active as

1. Active Assets The following asset categories are classified as active assets — that is, assets used in, or arising from, the active conduct of Halcyon's semiconductor manufacturing and sales business: (a) Property, Plant, and Equipment (PP&E). Halcyon's semiconductor fabrication facilities and manufacturing equipment constitute the single largest active asset category. This includes Fab 2 (SiC fabrication, operati

2. Potentially Passive Assets The following asset categories require more careful analysis and have been conservatively classified as passive assets for purposes of this memorandum: (a) Cash and Cash Equivalents. Halcyon held the following cash and cash equivalent balances at year-end for each fiscal year under review: • FY2023: €520 million • FY2024: €610 million • FY2025: €740 million Cash and money market fund hol

VI. Look-Through Rule Analysis (IRC § 1297(c)) Under Section 1297(c) of the Code, if a foreign corporation owns at least 25% of the value of the stock of another corporation, then, for purposes of determining whether such foreign corporation is a PFIC, such foreign corporation is treated as if it: (A) held its proportionate share of the assets of such other corporation; and (B) received directly its proportionate sha

VII. Special Considerations A. Post-IPO Cash Balances As discussed in Part V.E above, the completion of the US IPO is expected to result in net proceeds to Halcyon of approximately $607,950,000 (assuming gross proceeds of $900,000,000, underwriting discounts and commissions of approximately $63,000,000, and estimated offering expenses of approximately $229,050,000). These net proceeds, when converted to euros at the

VIII. Consequences if Halcyon Were Classified as a PFIC Although we have concluded that Halcyon is not a PFIC for FY2023, FY2024, or FY2025, the prospectus must describe the potential consequences that would apply if the Company were classified as a PFIC in any taxable year. This Part VIII provides a summary of the applicable consequences for purposes of informing the prospectus disclosure. This summary is intended t