Contract analysis

I. Executive Summary The purpose of this memorandum is to provide Halcyon Semiconductor Aktiengesellschaft ("Halcyon," "HSAG," or the "Company") with a comprehensive, phased compliance roadmap for the Sarbanes-Oxley Act of 2002, as amended (the "Sarbanes-Oxley Act" or "SOX"), in connection with the prospective initial public offering in the United States of American Depositary Shares ("ADSs"), each representing one o

II. Overview of SOX Applicability to Foreign Private Issuers A. General Applicability The Sarbanes-Oxley Act applies broadly to all "issuers" as defined in Section 2(a)(7) of the Act — that is, every issuer that has securities registered under Section 12 of the Exchange Act or that is required to file reports under Section 15(d) of the Exchange Act, and every issuer that files or has filed a registration statement th

III. Section 302 — CEO/CFO Certifications A. Requirement

Section 302 of the Sarbanes-Oxley Act requires the principal executive officer ("PEO") and the principal financial officer ("PFO") of each issuer to execute certifications that are included in each annual report filed on Form 20-F (and, in the case of domestic issuers, each quarterly report on Form 10-Q, which is not applicable to FPIs). The certifications are required by Exchange Act Rules 13a-14(a) and 15d-14(a) an

Section 302 certifications are required beginning with the first annual report filed on Form 20-F after the Company's listing on Nasdaq. For Halcyon, assuming a listing effectiveness date of June 22, 2026, the first Form 20-F will be the annual report for the fiscal year ending December 31, 2026, which is due on or before April 30, 2027. Accordingly, the first Section 302 certifications will be due in connection with

1. Sub-Certification Process. Halcyon should establish a formal sub-certification process pursuant to which officers of each material subsidiary provide written representations to the certifying officers (Dr. Wendt and Ms. Dalmqvist) confirming the accuracy and completeness of financial and operational information relevant to the consolidated financial statements and SEC filings. Sub-certifications should flow from t

2. Disclosure Committee. We recommend that Halcyon establish an internal disclosure committee, chaired by Wilhelm Ostermann (General Counsel), with representatives from the finance, legal, operations, and compliance functions. The disclosure committee should be responsible for evaluating the materiality of information and events, reviewing draft SEC filings, coordinating the sub-certification process, and advising th

3. Disclosure Controls and Procedures (DC&P). Halcyon must design and implement DC&P that are effective across all material subsidiaries and jurisdictions. DC&P are defined under Exchange Act Rule 13a-15(e) as controls and other procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time p

4. DC&P Evaluation. The certifying officers are required to evaluate the effectiveness of the issuer's DC&P as of the end of each fiscal year covered by an annual report on Form 20-F. The first such evaluation must be completed in time for the FY2026 Form 20-F. We recommend that the disclosure committee coordinate this evaluation and that the results be documented in a memorandum to the certifying officers.

5. Template Certifications. Calderwood & Harkness will prepare template Section 302 certifications in the form required by Exchange Act Rules 13a-14(a) and 15d-14(a) for attachment as exhibits to the Form 20-F. These templates will be provided to Halcyon in advance of the first annual report filing.

IV. Section 404 — Internal Control Over Financial Reporting (ICFR)

Section 404 of the Sarbanes-Oxley Act is widely regarded as the most significant and resource-intensive compliance obligation imposed by the Act. It requires both a management assessment of the effectiveness of the issuer's ICFR and an independent auditor attestation on that assessment. This section discusses each component in detail, together with the applicable phase-in periods and our recommended implementation ti

1. Requirement. Section 404(a) of the Sarbanes-Oxley Act requires the management of each issuer to include in the annual report (Form 20-F for FPIs) the following: (a) A statement of management's responsibility for establishing and maintaining adequate ICFR for the issuer; and (b) An assessment, as of the end of the most recent fiscal year of the issuer, of the effectiveness of the issuer's ICFR. ICFR is defined in E

2. Phase-In for FPIs / Newly Public Companies Under the SEC's rules, a company that becomes a reporting issuer as a result of an initial public offering is not required to include a management assessment of ICFR in its first annual report filed after going public. This phase-in applies regardless of whether the issuer is a domestic company or an FPI. For Halcyon, assuming a listing effectiveness date of June 22, 2026

3. Framework. The SEC has stated that management must base its assessment of ICFR on a suitable, recognized control framework established by a body or group that has followed due-process procedures. The most widely used framework is the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") 2013 Internal Control — Integrated Framework. We strongly recommend that Halcyon adopt the COSO 2013 Framewor

1. Control Environment — The set of standards, processes, and structures that provide the basis for carrying out internal control across the organization.

2. Risk Assessment — The process for identifying, analyzing, and managing risks to the achievement of the organization's objectives.

3. Control Activities — The actions established through policies and procedures that help ensure management directives to mitigate risks are carried out.

4. Information and Communication — The information necessary for the entity to carry out its internal control responsibilities, and the communication of that information to relevant stakeholders.

5. Monitoring Activities — The evaluations, whether ongoing or separate, used to ascertain whether each of the five components of internal control is present and functioning. Within these five components, the COSO 2013 Framework identifies 17 principles that represent the fundamental concepts associated with each component. Management's assessment must evaluate whether each of these 17 principles is present and funct

1. Requirement. Section 404(b) of the Sarbanes-Oxley Act requires the independent registered public accounting firm that audits the issuer's financial statements to attest to, and report on, management's assessment of the effectiveness of the issuer's ICFR. The auditor's attestation report must be included in the annual report (Form 20-F). The auditor's attestation is performed in accordance with PCAOB Auditing Stand

2. Phase-In for FPIs The phase-in for the Section 404(b) auditor attestation aligns with the phase-in for the Section 404(a) management assessment. Because newly listed issuers are not required to include a management assessment of ICFRR in their first annual report, the auditor attestation is similarly not required for the first annual report. Critical point: For Halcyon, the Section 404(b) auditor attestation is fi

3. Practical Steps and Recommended Timeline We recommend that Halcyon organize its Section 404 ICFRR compliance project into four phases, as described below: Phase 1 (Q3 2026 — Q4 2026): Planning and Scoping • Appoint Section 404 Project Lead. Halcyon should designate a senior individual to serve as the Section 404 project lead with overall responsibility for managing the ICFRR compliance effort. This individual shou

V. Section 906 — Criminal Certifications A. Requirement

Section 906 of the Sarbanes-Oxley Act (codified at 18 U.S.C. § 1350) requires the chief executive officer and the chief financial officer of each issuer to certify, in connection with each periodic report containing financial statements filed with the SEC under Section 13(a) or 15(d) of the Exchange Act, that: (i) the periodic report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act;

Section 906 certifications are required beginning with the first Form 20-F filed after listing — that is, the Form 20-F for the fiscal year ending December 31, 2026 (due by April 30, 2027). The Section 906 certifications are furnished (not filed) with the Form 20-F as an exhibit (typically Exhibit 13.1 and 13.2). The distinction between "furnishing" and "filing" has implications for potential liability under Section

1. Briefing of Certifying Officers. Dr. Friedrich Wendt and Katarina Dalmqvist must be thoroughly briefed on the personal criminal liability associated with Section 906 certifications. This briefing should cover the scope of the certification, the distinction between "knowing" and "willful" violations, the applicable penalties, and the practical steps that the certifying officers should take to satisfy themselves of

2. Coordination with German Counsel. Because Dr. Wendt and Ms. Dalmqvist are residents of Germany and execute their duties primarily from Halcyon's headquarters in Munich, there are cross-border legal considerations associated with German-resident officers executing certifications that carry criminal penalties under U.S. law. Calderwood & Harkness and Bähr Stein Rechtsanwälte (Dr. Christoph Maurelban) should coordina

3. Template Certifications. Calderwood & Harkness will prepare template Section 906 certifications in the form required by 18 U.S.C. § 1350 for attachment as exhibits to the Form 20-F. As noted, these certifications are furnished rather than filed.

4. Coordination with Sub-Certification Process. The sub-certification and disclosure committee processes described in Section III.C above will also support the certifying officers' ability to execute the Section 906 certifications with confidence. The sub-certification process provides the certifying officers with a documented chain of representations from subsidiary officers confirming the accuracy and completeness

VI. Audit Committee Requirements A. Exchange Act Rule 10A-3 — Independence Requirements Exchange Act Rule 10A-3 requires each listed issuer, including FPIs, to have an audit committee composed entirely of independent members of the issuer's board of directors (or, in the case of an FPI with a two-tier board structure such as Halcyon's, the supervisory board or equivalent body). This requirement is an SEC rule, not a

VII. Clawback Policy A. Requirement Exchange Act Rule 10D-1 and Nasdaq Listing Rule 5608 require all listed issuers, including FPIs, to adopt and comply with a written compensation recovery policy (commonly referred to as a "clawback policy"). The clawback policy must provide for the recovery of erroneously awarded incentive-based compensation received by current or former executive officers of the issuer in the even