Contract analysis

I. Executive Summary The purpose of this memorandum is to analyze whether Halcyon Semiconductor Aktiengesellschaft ("Halcyon," "HSAG," or the "Company") satisfies the initial listing requirements of the Nasdaq Global Select Market in connection with its proposed initial public offering in the United States through a Level III American Depositary Receipt ("ADR") program. This memorandum is one of several being prepare

II. Background A. The Issuer Halcyon Semiconductor Aktiengesellschaft is a German public stock corporation (Aktiengesellschaft) incorporated and organized under the laws of the Federal Republic of Germany, with its registered seat in Munich, Bavaria, Germany. The Company is registered with the Commercial Register (Handelsregister) of the Local Court (Amtsgericht) Munich under registration number HRB 217458. The Compa

III. Nasdaq Global Select Market — Quantitative Initial Listing Standards A. Overview of Listing Standard Alternatives The Nasdaq Global Select Market is the most selective of the three tiers of the Nasdaq Stock Market (the others being the Nasdaq Global Market and the Nasdaq Capital Market). Nasdaq Rule 5315 sets forth the quantitative initial listing standards for the Nasdaq Global Select Market. An applicant for i

1. Requirements. The Income Standard requires that an applicant satisfy each of the following criteria: (a) Pre-tax income from continuing operations: At least $11 million in the aggregate in the three most recently completed fiscal years, with at least $2.2 million in each of the two most recently completed fiscal years, and positive pre-tax income from continuing operations in each of the three most recently comple

2. Halcyon's Position. Pre-tax income analysis. Halcyon has reported net income (after tax) as follows for the relevant three-year period: FY2023 — €482 million ($519.6 million); FY2024 — €541 million ($583.2 million); FY2025 (unaudited) — €612 million ($659.7 million). These figures represent after-tax net income; pre-tax income from continuing operations is materially higher in each period, as the Company's effecti

1. Requirements. The Equity Standard requires that an applicant satisfy each of the following criteria: (a) Stockholders' equity: At least $30 million. (b) Market value of publicly held shares: At least $18 million. (c) Operating history: At least two years. (d) Total holders: At least 450 round lot holders. (e) Bid price: At least $4 per share (or per ADS). (f) Market makers: At least three (or four). The Equity Sta

2. Halcyon's Position. All metrics required by the Equity Standard are satisfied by even larger margins than under the Income Standard, as the applicable thresholds are generally lower while Halcyon's financial position remains the same. Specifically: • Stockholders' equity of several billion dollars vastly exceeds the $30 million minimum. • Market value of publicly held shares of approximately $6.9 billion vastly ex

1. Requirements. The Market Value of Listed Securities Standard requires that an applicant satisfy each of the following criteria: (a) Market value of listed securities: At least $160 million. (b) Market value of publicly held shares: At least $45 million. (c) Total holders: At least 450 round lot holders. (d) Bid price: At least $4 per share (or per ADS). (e) Market makers: At least three (or four). This standard fo

2. Halcyon's Position. Market value of listed securities. The market value of listed securities for Nasdaq purposes is calculated based on the total number of ADSs outstanding multiplied by the ADS price. Post-IPO, assuming the base deal without exercise of the overallotment option, at least 21,400,000 ADSs will be outstanding and listed on Nasdaq. At the midpoint ADS price of approximately $42.06, the market value o

1. Requirements. The Total Assets/Total Revenue Standard requires that an applicant satisfy each of the following criteria: (a) Total assets and total revenue: Each at least $80 million in the most recently completed fiscal year (or in two of the three most recently completed fiscal years). (b) Market value of publicly held shares: At least $45 million. (c) Total holders: At least 450 round lot holders. (d) Bid price

2. Halcyon's Position. Total assets. Halcyon's total assets for FY2025 were €7,450 million ($8,031.1 million at the conversion rate of €1.00 = $1.078). Total assets for FY2024 were €6,820 million ($7,351.9 million), and for FY2023 were €6,310 million ($6,802.2 million). In each of the three most recently completed fiscal years, total assets exceeded $80 million by a factor of more than 85. Total revenue. Halcyon's re

IV. Nasdaq Global Select Market — Qualitative / Corporate Governance Listing Requirements A. Overview. In addition to the quantitative financial standards discussed in Section III above, the Nasdaq Listing Rules impose qualitative listing requirements, including corporate governance standards set forth in the Nasdaq Rule 5600 Series. These corporate governance requirements are designed to promote sound governance pra

1. Nasdaq Requirement. Nasdaq Rule 5605(b)(1) requires that a majority of the board of directors of a listed company be comprised of "independent directors" as defined in Nasdaq Rule 5605(a)(2). Under that definition, an "independent director" is a person other than an executive officer or employee of the company, or any other individual having a relationship which, in the opinion of the board of directors, would int

2. Halcyon's Approach. Halcyon has a two-tier board structure mandated by the German Stock Corporation Act (Aktiengesetz, "AktG"). This structure consists of: (i) the Management Board (Vorstand), which is responsible for managing the Company's business operations; and (ii) the Supervisory Board (Aufsichtsrat), which is responsible for overseeing the Management Board. The two-tier structure is mandatory for a German A

1. Nasdaq Requirement. Nasdaq Rule 5605(b)(2) requires that independent directors of a listed company hold regularly scheduled meetings at which only independent directors are present (i.e., "executive sessions" without management participation).

2. Halcyon's Approach. Under the German two-tier board system, the Supervisory Board (Aufsichtsrat) meets as a matter of course without the presence of the Management Board (Vorstand). While Management Board members may be invited to attend Supervisory Board meetings for the purpose of reporting on specific topics, the Supervisory Board regularly meets and deliberates in sessions at which no Management Board members

1. Nasdaq/SEC Requirements. The audit committee requirements applicable to Nasdaq-listed companies arise under both the Nasdaq Listing Rules and the Exchange Act. The key requirements are as follows: (a) Nasdaq Rule 5605(c)(2): Each listed company must have an audit committee of at least three members, each of whom must be an "independent director" as defined under Nasdaq Rule 5605(a)(2) and must satisfy the addition

2. Halcyon's Approach. Exchange Act Rule 10A-3 provides a limited exemption for FPIs under Rule 10A-3(c)(3), but this exemption does not eliminate the requirement for an audit committee. Rather, it permits an FPI to satisfy the audit committee requirements through a board of auditors or a statutory auditor body established and selected pursuant to home-country legal or listing provisions, provided that certain condit

1. Nasdaq Requirement. Nasdaq Rule 5605(d) requires that each listed company have a compensation committee composed entirely of independent directors as defined under the Nasdaq Listing Rules. The compensation committee must have a written charter specifying its purpose and responsibilities, which must include, among other things: (i) determining or recommending to the board the compensation of the chief executive of

2. Halcyon's Approach. Under German corporate law, the compensation of members of the Management Board (Vorstand) is determined by the Supervisory Board (Aufsichtsrat) as a whole, in accordance with the provisions of Section 87 AktG and the recommendations of the DCGK. Section 87 AktG requires that the total compensation of each Management Board member be appropriate in relation to the member's duties and performance

1. Nasdaq Requirement. Nasdaq Rule 5605(e) requires that director nominees of a listed company be selected, or recommended for board selection, either by: (i) a nominations committee composed solely of independent directors; or (ii) a majority of the independent directors on the board, in a vote in which only independent directors participate. The company must also adopt a formal written charter or board resolution a

2. Halcyon's Approach. Under the German two-tier board system, the appointment and removal of members of the Management Board (Vorstand) is the responsibility of the Supervisory Board (Aufsichtsrat) pursuant to Section 84 AktG. Members of the Supervisory Board are elected by the shareholders at the general meeting (Hauptversammlung) pursuant to Section 101 AktG, and, where applicable, by employee representatives purs

1. Nasdaq Requirement. Nasdaq Rule 5610 requires that each listed company adopt a code of conduct applicable to all directors, officers, and employees, meeting the definition of a "code of ethics" under Section 406(c) of the Sarbanes-Oxley Act of 2002 and the related regulations. The code must be publicly available and must provide for an enforcement mechanism, including for the processing of waivers granted to direc

2. Halcyon's Approach. Halcyon will adopt a US-compliant Code of Business Conduct and Ethics prior to the effectiveness of the Registration Statement on Form F-1. A draft of the Code is currently being prepared by Calderwood & Harkness in coordination with the Company's General Counsel, Wilhelm Ostermann. The Code will be applicable to all members of the Management Board, all members of the Supervisory Board, and all

1. Nasdaq Requirement. Nasdaq Rule 5635 requires shareholder approval for certain specified transactions by a listed company. The principal circumstances requiring shareholder approval include: (a) Rule 5635(a): Acquisition transactions involving the issuance of shares equal to 20% or more of shares outstanding or 20% or more of voting power prior to the transaction. (b) Rule 5635(b): Changes of control (i.e., issuan

2. Halcyon's Approach. Halcyon intends to rely on the FPI exemption under Nasdaq Rule 5615(a)(3) for the shareholder approval requirements of Nasdaq Rule 5635. The German Aktiengesetz has its own comprehensive regime governing shareholder approval for significant corporate actions, which differs in certain respects from the Nasdaq requirements but provides robust shareholder protections. Relevant provisions include:

I. Shareholder Meeting Quorum (Nasdaq Rule 5620(c))

1. Nasdaq Requirement. Nasdaq Rule 5620(c) requires that each listed company provide in its bylaws for a minimum quorum of 33⅓% of the outstanding shares of the company's common voting stock for any meeting of shareholders.

2. Halcyon's Approach. The quorum requirements for the general meeting (Hauptversammlung) of Halcyon are set forth in the Company's Articles of Association (Satzung) in accordance with German corporate law. Under the AktG, there is generally no statutory minimum quorum requirement for ordinary general meeting resolutions (simple majority of votes cast is sufficient), although certain extraordinary resolutions (e.g.,

1. Nasdaq Requirement. Nasdaq Rule 5620(b) generally requires listed companies to solicit proxies for all meetings of shareholders and to provide proxy statements to shareholders in connection with such meetings.

2. Halcyon's Approach. Halcyon intends to rely on the FPI exemption under Nasdaq Rule 5615(a)(3) with respect to the proxy solicitation requirement. German corporate law does not require proxy solicitation in the manner contemplated by US securities law and the Nasdaq Listing Rules. Instead, the AktG requires the Management Board to convene the general meeting (Hauptversammlung) by providing notice and agenda to shar

V. Listing of ADSs — Special Considerations A. ADSs as the Listed Security The security to be listed on the Nasdaq Global Select Market will be the ADSs, not the underlying ordinary shares. The Nasdaq listing application will be filed for the ADSs representing ordinary shares of Halcyon. Each ADS will represent two ordinary shares (Stammaktien) of the Company, as described in Section II.B above. The ADSs will be issu

VI. Listing Application Process A. Timing. The Nasdaq listing application must be prepared and filed in advance of the anticipated effectiveness of the Registration Statement on Form F-1. Nasdaq Listing Qualifications staff typically requires four to six weeks to review and process a listing application, although review times may vary depending on the complexity of the application and the volume of applications pendi

1. Completed Nasdaq listing application form. This is the standard form prescribed by Nasdaq for initial listing applications on the Nasdaq Global Select Market. Calderwood & Harkness will prepare the application in coordination with Halcyon and the underwriting syndicate.

2. Corporate governance exemption notice. Nasdaq Rule 5615(a)(3) requires that an FPI relying on home-country corporate governance practices submit written notification to Nasdaq identifying each Nasdaq requirement that it does not follow and describing the alternative home-country practice. A separate draft of this notice is being prepared by Audrey Zhou of Calderwood & Harkness, in coordination with Bähr Stein Rech

3. Certified copies of organizational documents. Including the Company's Articles of Association (Satzung), a current extract from the Commercial Register (Handelsregister) of the Local Court (Amtsgericht) Munich, and related corporate documents.

4. Audited financial statements. IFRS financial statements for FY2023, FY2024, and FY2025 (the FY2025 audit is currently in progress with Blackmere & Whitfield), as will be included in the Form F-1 Registration Statement.

5. Deposit Agreement. A copy of the Deposit Agreement among Halcyon, Meridian Trust Company, N.A. (depositary), and all holders and beneficial owners of ADSs.

6. Form F-1 Registration Statement. A copy of the Registration Statement on Form F-1, including all exhibits.

7. DTC eligibility letter. Confirmation from DTC that the ADSs are eligible for DTC book-entry settlement. Crestfield Transfer Services Inc. (contact: Angela Moretti) will coordinate the DTC eligibility process.

8. Listing fees. Payment of the applicable initial listing fee and any administrative fees, as described in Section VI.C below. C. Listing Fees The initial listing fee for the Nasdaq Global Select Market is calculated based on the total number of shares (or ADSs) outstanding at the time of listing, in accordance with the fee schedule set forth in Nasdaq Rule 5910. Based on the anticipated 21,400,000 ADSs to be listed

VII. Identified Corporate Governance Exemptions (Summary Table) The following table summarizes the corporate governance exemptions that Halcyon intends to rely upon as a foreign private issuer under Nasdaq Rule 5615(a)(3), together with the home-country practices that will be followed in lieu of the