Contract analysis

I. Executive Summary and Purpose The purpose of this memorandum is to analyze the Qualified Intermediary ("QI") status of Meridian Trust Company, N.A. (the depositary bank for the Level III American Depositary Receipt ("ADR") program of Halcyon Semiconductor Aktiengesellschaft ("Halcyon" or the "Company")) in the context of German withholding tax (Kapitalertragsteuer) on dividends paid to holders of American Deposita

II. Background — The Halcyon ADR Structure and Dividend Payment Chain A. The ADR Facility Halcyon Semiconductor AG intends to offer ADSs to the public in the United States through a Level III ADR program. This Level III program permits the Company to raise capital in the US public markets through the issuance of new ordinary shares that will be deposited with the depositary in exchange for newly created ADSs. The off

1. Halcyon Declares and Pays Dividend. The Management Board (Vorstand) of Halcyon, with the approval of the Supervisory Board (Aufsichtsrat), proposes a dividend to the Annual General Meeting (Hauptversammlung), which approves the dividend resolution. Upon approval, Halcyon pays the declared dividend in euros (EUR) on its ordinary shares. For ordinary shares held in the collective safe custody system (Girosammelverwa

2. German Custodian Receives Gross Dividend; German Withholding Tax Deducted. The German Custodian (as sub-custodian for Meridian Trust) holds the deposited ordinary shares through a securities account maintained with Ashgrove Enterprises. The German custodian receives the gross dividend in EUR from Ashgrove Enterprises. However, before remitting the dividend to Meridian Trust, the German disbursing agent (auszahlend

3. Net-of-Tax Dividend Remitted to Meridian Trust. After deduction of the German withholding tax, the German Custodian remits the net-of-tax dividend proceeds in EUR to Meridian Trust Company, N.A. in New York. The remittance is typically made via wire transfer to Meridian Trust's correspondent banking accounts.

4. Meridian Trust Converts and Distributes. Upon receipt of the net-of-tax dividend in EUR, Meridian Trust converts the EUR proceeds to US dollars (USD) at the prevailing exchange rate (which will be disclosed to ADS holders) and distributes the USD dividend to ADS holders through the facilities of The Depository Trust Company ("DTC"). DTC credits the accounts of its participants (typically broker-dealers and custodi

III. Qualified Intermediary (QI) Framework Under US Tax Law A. Overview of the QI Regime The Qualified Intermediary regime was established by the IRS to simplify the withholding, reporting, and documentation obligations of non-US financial institutions that act as intermediaries in the payment chain for US-source income to foreign persons. A "Qualified Intermediary" is defined, for US federal income tax purposes, as

IV. German Withholding Tax Regime — Application to ADS Dividends A. German Statutory Withholding at Source Under the German Income Tax Act (Einkommensteuergesetz, "EStG"), specifically § 43(1) sentence 1 no. 1 in conjunction with § 43a(1) sentence 1 no. 1 EStG, dividends (Dividenden) paid by a German corporation are subject to withholding tax at source at a rate of 25%. In addition, under the Solidarity Surcharge Act

1. Standard Refund Procedure (*Erstattungsverfahren*) The most common method for non-resident investors to obtain Treaty relief on German dividends is the standard refund procedure. Under this procedure, the German withholding tax is initially deducted at the full statutory rate of 26.375%. The beneficial owner (or an authorized representative, such as the depositary bank) then files a refund application with the BZS

2. Relief at Source (*Freistellungsverfahren*) Under the relief-at-source procedure (Freistellungsverfahren), the German Custodian may apply the reduced Treaty rate at the time of the dividend payment, thereby avoiding the need for a subsequent refund claim. This is the preferred method from the perspective of the ADS holder, as it eliminates the cash-flow disadvantage of the standard refund procedure. The relief-at-

3. Quick Refund Procedure (*Schnellerstattung*) Some custodians and depositaries participate in a quick refund procedure (Schnellerstattung) through which the BZSt processes Treaty refund claims on an expedited basis. Under this procedure, the German Custodian initially withholds at the full statutory rate but submits a bulk refund claim to the BZSt shortly after the dividend payment date, accompanied by a detailed s

4. Practical Assessment for the Halcyon Program For the Halcyon ADR program, the optimal approach will depend on the capabilities of the selected German Custodian and the volume and composition of the ADS holder base. Based on our experience with comparable German ADR programs, we recommend pursuing a combination of the relief-at-source procedure (for institutional ADS holders who can provide documentation in advance

V. Meridian Trust's Role and QI-Equivalent Status for German Tax Purposes A. Meridian Trust as Intermediary in the German System Meridian Trust Company, N.A. is a US national banking association and is not a German financial institution. It is not directly subject to German withholding obligations and does not hold a securities account with Ashgrove Enterprises or any German custodian in its own right. Rather, the Ge

VI. Primary Withholding Responsibilities — Allocation Among Parties A. German-Side Withholding As discussed in Section IV.A above, the statutory obligation to withhold German Kapitalertragsteuer at the rate of 26.375% on gross dividends paid on Halcyon ordinary shares falls on the German Custodian — the sub-custodian appointed under the Deposit Agreement to hold the deposited ordinary shares in Germany. The identity

VII. Coordination with German Tax Authorities — Practical Procedures A. BZSt Registration and Application Process To facilitate Treaty relief claims on behalf of ADS holders, Meridian Trust (or its authorized agent) should register with the Bundeszentralamt für Steuern (BZSt) as an authorized representative for Treaty relief claims in respect of dividends on the Halcyon ordinary shares underlying the ADSs. The regist

VIII. Implications for Prospectus Disclosure A. Required Tax Disclosure in the F-1 Prospectus The taxation section of the prospectus (Form F-1) — which is being prepared separately and will be circulated for review in connection with the first draft F-1 target circulation date of March 9, 2026 — must clearly and accurately disclose the German withholding tax regime as it applies to dividends on the ADSs. Based on the

IX. Recommendations and Action Items Based on the analysis set forth in this memorandum, we recommend the following action items:

1. Confirm Meridian Trust's Capabilities. Calderwood & Harkness (Leonard Cross, Tax) to confirm with Patricia Novak, Vice President, Depositary Receipts, Meridian Trust Company, N.A., that Meridian Trust has established procedures for processing German Treaty relief claims on behalf of ADS holders and has experience administering BZSt applications for ADR programs of German issuers. This confirmation should address M

2. German Custodian Selection. The custodian arrangements workstream (coordinated by Claire Dempsey, Lead Associate) should ensure that the selected German sub-custodian participates in the BZSt relief-at-source (Freistellungsverfahren) and/or quick refund (Schnellerstattung) procedures. The custodian's experience with ADR programs of German issuers, its systems for administering Treaty relief at the custodian level,

3. Deposit Agreement Provisions. Audrey Zhou (Working Associate, handling Deposit Agreement drafting) to include appropriate tax reclaim provisions, documentation obligations, disclaimers, and fee disclosures in the Deposit Agreement and the Depositary Receipts Fee Schedule, consistent with the analysis in Section VIII.B of this memorandum.

4. Prospectus Disclosure. Leonard Cross (Partner, Tax) to finalize the German withholding tax disclosure in the prospectus taxation section (Form F-1), including specific guidance on Treaty relief procedures for ADS holders, the roles and limitations of Meridian Trust and the German Custodian, and risk-factor disclosure regarding timing delays and additional fees. This disclosure should be included in the first draft

5. Bähr Stein Coordination. Claire Dempsey (Lead Associate) to coordinate with Dr. Christoph Maurelban and Johanna Weiß at Bähr Stein Rechtsanwälte PartGmbB on the German-law aspects of the withholding and refund procedures, including the German Custodian's obligations, any required Halcyon corporate actions to facilitate Treaty relief, and the current state of BZSt administrative practice regarding depositary-level

6. W-8BEN-E for Halcyon. Finalize the draft IRS Form W-8BEN-E for Halcyon Semiconductor AG (LEI: 5299007KBTVZ3XQHGL48) for use in connection with US withholding tax documentation. This form will be required in connection with any payments of US-source income to Halcyon and for FATCA compliance purposes. The form should be prepared in coordination with Bähr Stein and reviewed by Leonard Cross before execution by Halcy

7. Timeline Integration. Ensure that the QI / Treaty relief procedure analysis is completed and reflected in: (a) The first draft F-1 (target circulation: March 9, 2026); and (b) All depositary-related tax provisions are finalized before the confidential submission to the SEC (target: April 14, 2026). All action items should be tracked through the project management system, and progress should be reported at the next

X. Conclusion Meridian Trust Company, N.A.'s role as depositary for the Halcyon Semiconductor AG ADR program provides a functional framework for facilitating German Treaty relief on behalf of US-resident ADS holders. The depositary's documen