Contract analysis

Section 2(a). *Agreement to Sell and Purchase Firm ADSs*. Subject to the terms and conditions herein set forth and in the Pricing Agreement, the Company agrees to issue and sell to the several Underwriters, the Selling Shareholders agree to sell to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and the Selling Shareholders, the number of Firm ADS

Section 2(b). *Overallotment Option (Greenshoe)*. The Company and/or the Selling Shareholders hereby grant to the several Underwriters an option (the "Overallotment Option"), exercisable for a period of thirty (30) days after the date of the Final Prospectus, to purchase up to 3,210,000 additional ADSs (the "Option ADSs") at the Purchase Price. The Overallotment Option may be exercised in whole or in part, and from t

Section 2(c). *Payment and Delivery*. (i) Payment. Payment of the Purchase Price for the Firm ADSs shall be made by the Underwriters to the Company and the Selling Shareholders on the Closing Date by wire transfer of immediately available funds in United States dollars to such accounts as shall be designated by the Company and each Selling Shareholder, respectively, in writing to the Representative not later than two

Section 3(a). *Organization and Good Standing*. The Company is a stock corporation (Aktiengesellschaft) duly organized, validly existing, and in good standing under the laws of the Federal Republic of Germany. The Company is registered in the Commercial Register (Handelsregister) of the Amtsgericht München under registration number HRB 217458, with its registered office (Sitz) at Maximilianstraße 72, 80539 Munich, Ge

Section 3(b). *Subsidiaries*. Each material subsidiary of the Company (each, a "Subsidiary") is duly organized, validly existing, and in good standing (or its equivalent) under the laws of its respective jurisdiction of organization, and has all requisite corporate or similar power and authority to own, lease, and operate its properties and to conduct its business as currently conducted. The material Subsidiaries are

Section 3(c). *Capitalization*. (i) Pre-Offering Capitalization. As of the date of this Agreement, the authorized share capital of the Company consists of Ordinary Shares, no par value (Stückaktien), and there are 215,000,000 Ordinary Shares issued and outstanding. The major shareholders of the Company prior to this offering are as follows: (ii) Post-Offering Capitalization. Immediately following the closing of this

Section 3(d). *Authorization; Valid Issuance*. The Company has full corporate power and authority to enter into this Agreement and the Pricing Agreement, and to perform its obligations hereunder and thereunder. The management board (Vorstand) of the Company and the supervisory board (Aufsichtsrat) of the Company have duly authorized the execution, delivery, and performance of this Agreement, the Pricing Agreement, an

Section 3(e). *Registration Statement and Prospectus*. The Registration Statement on Form F-1 (File No. 333-[●]) has been filed with the Commission under the Act and has become effective. A Registration Statement on Form F-6 (File No. 333-[●]) has been filed with the Commission under the Act for the registration of the ADSs and has become effective. No stop order suspending the effectiveness of either Registration St

Section 3(f). *Foreign Private Issuer Status*. The Company qualifies as a "foreign private issuer" as defined in Rule 3b-4 under the Exchange Act. More than fifty percent (50%) of the Company's outstanding voting securities are directly or indirectly held by non-residents of the United States, and no United States-nexus disqualification criterion specified in Rule 3b-4(c) under the Exchange Act applies to the Company

Section 3(g). *PFIC Status*. The Company is not, and based on the current and anticipated composition of its income, assets, and operations, does not expect to become, a "passive foreign investment company" within the meaning of Sections 1291 through 1298 of the Internal Revenue Code of 1986, as amended (the "Code"). For the taxable year ended December 31, 2025, and for each prior taxable year during which the Compan

Section 3(h). *No Material Adverse Change*. Since the date of the most recent audited and unaudited financial statements included in the Registration Statement and the Prospectus (which reflect the Company's financial position as of and for the fiscal year ended December 31, 2025, reporting revenue of €3,820,000,000, EBITDA of €1,069,000,000, and net income of €612,000,000), there has been no material adverse change,

Section 3(i). *Compliance with Laws*. The Company and each of its Subsidiaries are, and have been at all relevant times, in compliance in all material respects with all applicable laws, statutes, ordinances, rules, regulations, orders, judgments, decrees, and directives of any governmental authority having jurisdiction over them or their respective properties, assets, or operations, including, without limitation: (i)

Section 3(j). *Listing*. The Company has applied for the listing of the ADSs on the Nasdaq Global Select Market under the ticker symbol "HCYN," and has received no indication that such application will not be approved. The Company's existing Ordinary Shares are, and at the Closing Date will continue to be, listed on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) under the ticker symbol "HCY" in the Prime

Section 3(k). *No Litigation*. Except as disclosed in the Registration Statement and the Prospectus, there are no pending or, to the knowledge of the Company, threatened actions, suits, proceedings, arbitrations, investigations, inquiries, or claims before or by any court, governmental agency, regulatory body, or arbitral tribunal (whether in the United States, Germany, or any other jurisdiction) against or affecting

Section 3(l). *intellectual Property*. The Company and its Subsidiaries own or have valid and enforceable licenses to use all patents, patent applications, trademarks, trademark registrations and applications, service marks, trade names, copyrights, trade secrets, know-how, and other intellectual property rights (collectively, "intellectual Property") that are material to the conduct of their business as currently co

Section 3(m). *Tax Matters*. The Company and each of its Subsidiaries have filed all material tax returns required to be filed in each jurisdiction in which they are subject to taxation, and all such tax returns are true, correct, and complete in all material respects. The Company and each of its Subsidiaries have paid all material taxes, assessments, fees, and other charges due and payable (whether or not shown on a

Section 3(n). *Internal Controls and Sarbanes-Oxley*. The Company maintains, and at all relevant times has maintained, a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorization, (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with IF

Section 3(o). *Environmental*. The Company and its Subsidiaries are in compliance in all material respects with all applicable environmental laws, rules, regulations, orders, permits, and directives in each jurisdiction in which they operate, including those governing the emission, discharge, release, or disposal of hazardous substances, the handling and disposal of waste materials, and the remediation of contaminate

Section 3(p). *Related-Party Transactions*. All transactions and arrangements between the Company and its affiliates (including Rheintal Industrieholding GmbH and its affiliated entities) have been disclosed in the Registration Statement and the Prospectus in accordance with Item 7.B of Form 20-F, and all such transactions have been conducted on terms no less favorable to the Company than those that would have been o

Section 3(q). *Insurance*. The Company maintains insurance coverage in such amounts and covering such risks as the Company reasonably believes is adequate for the conduct of its business and the protection of its properties and assets, all as described in the Registration Statement and the Prospectus. In connection with this offering, the Company has obtained a United States-compliant directors' and officers' liabili

Section 3(r). *No Stabilization or Manipulation*. Neither the Company nor any person acting on its behalf has taken, directly or indirectly, any action that is designed to, or that would reasonably be expected to, cause or result in the stabilization or manipulation of the price of the ADSs or the Ordinary Shares in contravention of Regulation M under the Exchange Act, the Market Abuse Regulation (Regulation (EU) No

Section 3(s). *Employee Benefit Plans*. The Company does not maintain any employee benefit plans subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Code. The Halcyon Employee Stock Ownership Trust ("ESOT"), which holds 6,665,000 Ordinary Shares (approximately 3.1% of the Company's outstanding Ordinary Shares prior to the offering), is organized under and gover

Section 3(t). *Sanctions and Anti-Money Laundering*. Neither the Company nor any of its Subsidiaries, nor any director, officer, or employee thereof, nor, to the knowledge of the Company, any agent or representative of the Company or any Subsidiary, is a person or entity that is, or is owned or controlled by one or more persons or entities that are, (i) the subject of any sanctions administered or enforced by the U.S

Section 3(u). *Deposit Agreement*. The Deposit Agreement has been duly authorized by all necessary corporate action on the part of the Company and, when executed and delivered by the Company and the Depositary, will constitute a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, or

Section 3(v). *Use of Proceeds*. The Company intends to use the net proceeds from the sale of the Company ADSs (estimated at approximately $607,950,000 based on the midpoint of the expected price range) as follows: The Company will not use any proceeds from this offering in any manner that would require any action by the Company that is not consistent with its stated corporate purposes as set forth in its articles of

Section 4(a). *Organization and Authority — Rheintal*. Rheintal Industrieholding GmbH is a Gesellschaft mit beschränkter Haftung duly organized and validly existing under the laws of the Federal Republic of Germany, with its registered office at Königsallee 60, 40212 Düsseldorf, Germany. Rheintal has full corporate power and authority to enter into this Agreement and the Pricing Agreement, and to sell, transfer, and

Section 4(b). *Organization and Authority — Kestrel*. Kestrel Capital Partners AG is an Aktiengesellschaft duly organized and validly existing under the laws of Switzerland, with its registered office at Bahnhofstrasse 36, 8001 Glenrock Assurance, Switzerland. Kestrel has full corporate power and authority to enter into this Agreement and the Pricing Agreement, and to sell, transfer, and deliver 2,150,000 ADSs (repre

Section 4(c). *Title to Shares*. Each Selling Shareholder has, and at the Closing Date (and each Option Closing Date, as applicable) will have, valid title to the Ordinary Shares to be sold by such Selling Shareholder hereunder, free and clear of all liens, encumbrances, equities, security interests, pledges, charges, claims, and restrictions of any kind (other than restrictions described in the Registration Statemen

Section 4(d). *No Conflicts*. The execution, delivery, and performance of this Agreement and the Pricing Agreement by each Selling Shareholder, and the consummation of the transactions contemplated hereby and thereby (including the sale and delivery of the Ordinary Shares and corresponding ADSs), will not (i) conflict with or result in a breach or violation of any of the terms, conditions, or provisions of the organi

Section 4(e). *Disclosure*. The information furnished in writing by each Selling Shareholder, or on its behalf, specifically for inclusion in the Registration Statement and the Prospectus (including, without limitation, the information set forth under the captions "Selling Shareholders," "Principal and Selling Shareholders," and "Certain Relationships and Related-Party Transactions" to the extent relating to such Sel

Section 4(f). *No Stabilization*. No Selling Shareholder has taken, and no Selling Shareholder will take, directly or indirectly, any action that is designed to, or that would reasonably be expected to, cause or result in the stabilization or manipulation of the price of the ADSs or the Ordinary Shares in contravention of Regulation M under the Exchange Act, the Market Abuse Regulation, or any other applicable law or

Section 4(g). *Lock-Up*. Each Selling Shareholder agrees to be bound by the lock-up provisions set forth in Section 5 of this Agreement.

Section 4(h). *Custody Agreement and Power of Attorney*. Each Selling Shareholder has duly executed and delivered a Custody Agreement and an irrevocable Power of Attorney (collectively, the "Custody Documents"), in form and substance satisfactory to the Representative, authorizing and directing the delivery of such Selling Shareholder's Ordinary Shares to the Custodian under the Deposit Agreement for the purpose of e

Section 5(a). *Company Lock-Up*. The Company agrees that, during the Lock-Up Period (being the period commencing on the date of this Agreement and ending at the close of business on the date that is one hundred eighty (180) days after the date of this Agreement), it will not, without the prior written consent of the Representative (Westbridge Securities LLC), directly or indirectly: (i) offer, sell, contract to sell,

Section 5(b). *Selling Shareholder Lock-Up*. Each Selling Shareholder agrees that, during the Lock-Up Period, it will not, without the prior written consent of Westbridge Securities LLC, directly or indirectly, offer, sell, contract to sell, pledge, grant any option for the sale of, or otherwise dispose of or transfer, or enter into any swap, hedge, or other arrangement that transfers any of the economic consequences

Section 5(c). *Officer and Director Lock-Up*. Each of the following officers and directors of the Company has executed and delivered, or will execute and deliver prior to the Closing Date, a separate lock-up letter agreement in the form attached hereto as Exhibit A: Dr. Friedrich Wendt (Chief Executive Officer / Vorstandsvorsitzender), Katarina Dalmqvist (Chief Financial Officer / Finanzvorstand), Dr. Marcus Helder (

Section 5(d). *Lock-Up Consent Mechanics*. The Representative may, in its sole discretion and at any time, release any or all of the securities subject to the lock-up restrictions set forth in this Section 5, without notice to or consent of any other party. Any such release shall be effective upon the delivery of written notice by the Representative to the relevant person or entity. Based on a pricing date of July 1,

Section 6(a). *Prospectus Delivery*. The Company will deliver, or cause to be delivered, to the Representative and the Underwriters, without charge, as many copies of the Prospectus (including all amendments and supplements thereto) as the Representative may reasonably request for the purposes contemplated by the Act. The Company consents to the use of the Prospectus by the Underwriters and by dealers to whom ADSs ma

Section 6(b). *Amendments and Supplements*. The Company will not file any amendment to the Registration Statement or any supplement to the Prospectus (including any Issuer Free Writing Prospectus) without first furnishing copies thereof to the Representative and its counsel (Varen & Kessler LLP) a reasonable period of time prior to the proposed filing and will not file any such amendment or supplement to which the Re

Section 6(c). *Notification*. The Company will promptly notify the Representative (and confirm such notice in writing) of: (i) the receipt of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus, or for any additional information; (ii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the instituti

Section 6(d). *Blue Sky Compliance*. The Company will cooperate with the Underwriters and their counsel in qualifying or registering the ADSs for offering and sale under the securities or "blue sky" laws of such jurisdictions as the Representative may reasonably request and will continue such qualifications in effect so long as required for the distribution of the ADSs; provided, however, that the Company shall not b

Section 6(e). *Listing*. The Company will use its best efforts to maintain the listing of the ADSs on the Nasdaq Global Select Market and will comply in all material respects with the listing requirements of Nasdaq. The Company will also use its best efforts to maintain the listing of the Ordinary Shares on the Frankfurt Stock Exchange in the Prime Standard segment of the Regulated Market, and will comply in all mate

Section 6(f). *Use of Proceeds*. The Company will apply the net proceeds from the sale of the Company ADSs substantially in the manner described in the Prospectus under the caption "Use of Proceeds" and as set forth in Section 3(v) hereof.

Section 6(g). *FINRA Filings*. The Company will cooperate with the Representative in connection with the preparation and filing of any documents, applications, or notices required to be filed with FINRA in connection with the offering and sale of the ADSs, including any filings required under FINRA Rule 5110.

Section 6(h). *Reporting Obligations*. The Company will comply with all applicable reporting obligations under the Exchange Act, including, without limitation, the filing of annual reports on Form 20-F and current reports on Form 6-K, and will comply with its obligations under Sections 13(a) and 15(d) of the Exchange Act for so long as such obligations are applicable to the Company.

Section 6(i). *Regulation S*. To the extent that any concurrent offering of Ordinary Shares or ADSs is made outside the United States in reliance on Regulation S under the Act, the Company will coordinate such offering with the Representative and will take all steps necessary to ensure that such concurrent offering complies in all respects with Regulation S and does not adversely affect the offering and sale of the A

Section 6(j). *No Stabilization*. The Company will not take, and will cause its affiliates not to take, directly or indirectly, any action that would constitute stabilization or manipulation of the price of the ADSs or the Ordinary Shares in contravention of Regulation M under the Exchange Act, the Market Abuse Regulation, or any other applicable law or regulation.

Section 6(k). *DTC Eligibility*. The Company will use its best efforts to cause the ADSs to be eligible for clearance and settlement through the facilities of DTC, and will cooperate with the Depositary and the Transfer Agent to ensure that the ADSs are eligible for book-entry transfer through DTC at all times following the Closing Date. SECTION 7. COVENANTS OF THE SELLING SHAREHOLDERS Each Selling Shareholder, sever

Section 7(a). *Delivery of Shares*. Each Selling Shareholder will cause its Ordinary Shares to be deposited with the Custodian in Germany in a timely manner sufficient to permit the Depositary to issue the corresponding ADSs through DTC on or prior to the Closing Date (and each applicable Option Closing Date). Specifically: (i) Rheintal will cause 8,500,000 Ordinary Shares to be deposited with the Custodian, correspo