Contract analysis

I. Executive Summary Calderwood & Harkness LLP has been engaged as United States securities counsel to Halcyon Semiconductor Aktiengesellschaft ("Halcyon," "HSAG," or the "Company"), a German Aktiengesellschaft incorporated in Munich, Bavaria, and listed on the Frankfurt Stock Exchange (FRA: HCY, Prime Standard segment), in connection with its prospective initial public offering of American Depositary Shares ("ADSs")

II. Applicable Legal Framework A. Statutory and Regulatory Basis The concept of a "foreign private issuer" is defined in two substantially identical provisions of the federal securities regulations: Rule 3b-4(a) under the Exchange Act (17 C.F.R. § 240.3b-4(a)) and Rule 405 under the Securities Act (17 C.F.R. § 230.405). These parallel definitions establish a uniform standard for determining whether a foreign-organize

III. Analysis: US Shareholder Test (Prong 1) A. Overview of Share Capital As of January 10, 2026, Halcyon has 215,000,000 ordinary shares (Stammaktien), no par value (Stückaktien), issued and outstanding. The Company's share capital structure is straightforward: all ordinary shares carry equal voting rights, with each share entitling the holder to one vote at the general meeting of shareholders (Hauptversammlung). Th

IV. Analysis: US-Nexus Disqualifiers (Prong 2) Although Prong 2 need not be satisfied in order for Halcyon to qualify as an FPI (because Prong 1 is not met), we provide a complete analysis of each US-nexus disqualifier for the reasons stated above. This analysis also serves to identify any areas that may warrant monitoring in future years as the Company's operations and governance evolve. A. Disqualifier (a): Majorit

1. Dr. Friedrich Wendt — Chief Executive Officer (Vorstandsvorsitzender), age 58. German citizen. Resident of Munich, Germany. Dr. Wendt has served as CEO since Halcyon's formation in 2009 and has more than 30 years of experience in the semiconductor industry. He is NOT a United States citizen or United States resident.

2. Katarina Dalmqvist — Chief Financial Officer (Finanzvorstand), age 49. Swedish citizen. Resident of Munich, Germany. Ms. Dalmqvist joined Halcyon in 2018 from a leading European automotive technology group. She is NOT a United States citizen or United States resident.

3. Dr. Marcus Helder — Chief Technology Officer, age 52. German and Swiss dual citizen. Resident of Glenrock Assurance, Switzerland. Dr. Helder leads Halcyon's research and development organization and oversees the Company's silicon carbide technology platform. He is NOT a United States citizen or United States resident.

4. Ingrid Baumann — Chief Operating Officer, age 46. German citizen. Resident of Munich, Germany. Ms. Baumann is responsible for global manufacturing operations, supply chain management, and quality. She is NOT a United States citizen or United States resident.

5. Wilhelm Ostermann — General Counsel (Chefjustitiar), age 54. German citizen. Rechtsanwalt (admitted to the Munich Bar). Resident of Munich, Germany. Mr. Ostermann oversees all legal, compliance, and intellectual property matters for the Halcyon group. He is NOT a United States citizen or United States resident. We note that under German corporate law, the Chefjustitiar (General Counsel) does not invariably serve a

1. Prof. Dr. Anneliese Voss — Chair of the Supervisory Board (Aufsichtsratsvorsitzende), age 63. German citizen. Resident of Stuttgart, Germany. Prof. Dr. Voss is a professor of electrical engineering at the University of Stuttgart and serves on the supervisory boards of several German industrial companies. She is NOT a United States citizen or United States resident.

2. Dr. Tobias Reimann — Deputy Chair, age 59. German citizen. Resident of Frankfurt am Main, Germany. Dr. Reimann is the former Chief Executive Officer of a major German chemical company and currently serves as an independent board member for several DAX-listed companies. He is NOT a United States citizen or United States resident.

3. Maria Kuznetsova — Member, age 44. Austrian citizen. Resident of Vienna, Austria. Ms. Kuznetsova is a partner at a leading European private equity firm. She is NOT a United States citizen or United States resident.

4. Jean-Pierre Dufresne — Member, age 56. French citizen. Resident of Paris, France. Mr. Dufresne is a former executive of a major European semiconductor manufacturer. He is NOT a United States citizen or United States resident.

5. Bettina Schröder — Employee Representative (Arbeitnehmervertreterin), age 41. German citizen. Resident of Dresden, Germany. Ms. Schröder is a process engineer at Halcyon's Dresden fabrication facility and serves as an employee representative on the Aufsichtsrat pursuant to German codetermination law (Mitbestimmungsgesetz). She is NOT a United States citizen or United States resident.

6. Klaus-Dieter Hartmann — Employee Representative, age 50. German citizen. Resident of Munich, Germany. Mr. Hartmann is a member of the works council (Betriebsrat) at Halcyon's Munich headquarters. He is NOT a United States citizen or United States resident. Based on information provided by Halcyon, all six Aufsichtsrat members are citizens and residents of Germany or other EU member states. None is a United States

V. Post-IPO Considerations and Ongoing FPI Status Monitoring A. Impact of the ADR Program on FPI Analysis Following the completion of the US initial public offering, ADSs representing Halcyon ordinary shares will be listed and traded on the Nasdaq Global Select Market under the proposed ticker symbol HCYN. The establishment of a Level III ADR program and the listing of ADSs on a US national securities exchange will i

Section 16. Halcyon will be exempt from the short-swing profit rules under Section 16(b) of the Exchange Act and the related beneficial ownership reporting requirements under Section 16(a) (Forms 3, 4, and 5). Note, however, that significant shareholders of Halcyon will remain subject to the beneficial ownership reporting requirements under Sections 13(d) and 13(g) of the Exchange Act (Schedules 13D and 13G), which a

VI. Interaction with Other Structuring Considerations A. Form F-1 Eligibility FPI status is a prerequisite for the registration of a public offering on Form F-1 under the Securities Act. Form F-1 is the general registration form available to foreign private issuers for the registration of securities, analogous to Form S-1 for domestic issuers. Confirmation of Halcyon's FPI status therefore directly supports the plann

VII. Conclusion and Recommendation Based on the analysis set forth in this memorandum, we reach the following conclusions:

1. Halcyon Semiconductor AG qualifies as a foreign private issuer under Rule 3b-4 of the Exchange Act and Rule 405 of the Securities Act. The Company is incorporated under the laws of the Federal Republic of Germany, satisfying the threshold requirement, and it is not disqualified under the two-part test set forth in those rules.

2. The US Shareholder Test (Prong 1) is clearly not met. Approximately 7.8% or less of Halcyon's outstanding voting securities are held by US residents, based on the high-end estimate derived from shareholder identification data as of January 10, 2026. This is far below the 50% threshold that would trigger the first prong of the disqualification test.

3. The US-Nexus Disqualifiers (Prong 2) are not met. Even analyzing Prong 2 for completeness: (a) No executive officers (Vorstand members) or directors (Aufsichtsrat members) of Halcyon are US citizens or US residents (0 of 11, compared to the majority threshold); (b) Approximately 5–8% of Halcyon's consolidated total assets are located in the United States, compared to the more-than-50% threshold; and (c) The busine

4. Post-IPO, US shareholding is expected to remain well below 50% based on the offering structure. Even assuming all base deal ADSs are held by US residents and the greenshoe is fully exercised, US holders would represent approximately 26.9% of post-IPO outstanding shares.

5. Recommendation. We recommend that Halcyon: (a) Proceed with the registration of the US offering on Form F-1 under the Securities Act, relying on the Company's FPI status; (b) Establish the Level III ADR program through the filing of Form F-6 with the SEC, with Meridian Trust Company, N.A. as depositary; (c) Plan for ongoing reporting as a foreign private issuer, including the filing of annual reports on Form 20-F

6. Refreshment of Analysis. This analysis should be refreshed within 30 days before the confidential submission of the draft registration statement to the SEC (target submission date: April 14, 2026), using the most current shareholder data, financial data, and management/board composition information available at that time. Any material changes in the Company's share capital, shareholder base, asset distribution, ma

VIII. Assumptions and Limitations This memorandum is subject to the following assumptions and limitations:

1. This memorandum is based on information provided to Calderwood & Harkness LLP by Halcyon Semiconductor AG, including information provided by the Company's German legal counsel, Bähr Stein Rechtsanwälte (Dr. Christoph Maurelban, Partner, Frankfurt am Main), and the Company's financial advisor, Ashton & Burke Advisory GmbH (Lukas Frey, Managing Director, Frankfurt am Main), as of January 10, 2026. We have relied on

2. The shareholder geographic distribution data utilized in this memorandum is based on estimates derived from shareholder identification studies conducted by Halcyon's investor relations team and commercially available shareholder intelligence platforms. Precise beneficial ownership data for all free float holders is not available due to the inherent limitations of tracing beneficial ownership through the Ashgrove E

3. This memorandum does not constitute a formal legal opinion of Calderwood & Harkness LLP and is provided for internal planning purposes only in connection with Matter No. 1032-00003. The analysis and conclusions herein should not be relied upon by any party other than the named addressees without the prior written consent of Calderwood & Harkness LLP.

4. Any changes in Halcyon's share capital, shareholder base, asset distribution, management or board composition, corporate structure, or business operations could affect the FPI analysis and should be promptly communicated to Calderwood & Harkness LLP so that the analysis can be updated.

5. Key financial and corporate data used in this memorandum: • Consolidated total assets: €7,450 million (FY2025, unaudited) • EUR/USD exchange rate: 1.078 (as of January 10, 2026) • Pre-IPO outstanding ordinary shares: 215,000,000 • Post-IPO outstanding ordinary shares: 245,000,000 (reflecting the issuance of 30,000,000 new primary ordinary shares in connection with the IPO) • Base deal ADSs: 21,400,000 (each repres

6. This memorandum addresses only the question of Halcyon's FPI status under Rule 3b-4 and Rule 405. It does not address any other US federal or state securities law, tax, or regulatory issues, including but not limited to PFIC status (which is addressed in a separate memorandum), FIRPTA considerations, CFIUS review, or export control matters. It also does not address the Company's regulatory obligations under German

7. This memorandum is current as of its date. Laws, regulations, and SEC staff interpretive positions may change after the date of this memorandum, and any such changes could affect the analysis and conclusions herein. Calderwood & Harkness LLP assumes no obligation to update this memorandum to reflect subsequent legal developments unless specifically engaged to do so. APPENDIX A Summary of FPI Qualification Factors