Contract analysis

I. INTRODUCTION AND OVERVIEW OF HALCYON SEMICONDUCTOR AG Halcyon Semiconductor Aktiengesellschaft ("HSAG" or "Halcyon") respectfully submits this Exhibit C as part of the joint voluntary notice (the "Notice") filed with the Committee on Foreign Investment in the United States ("CFIUS") pursuant to 31 C.F.R. § 800.501, in connection with HSAG's proposed acquisition of all of the outstanding equity interests of Marlowe

II. BUSINESS OPERATIONS AND PRODUCT LINES A. Overview of Global Business HSAG is a diversified semiconductor company with a global operational footprint. For the fiscal year ended December 31, 2022 ("FY2022"), HSAG reported consolidated revenue of €6.12 billion and earnings before interest, taxes, depreciation, and amortization ("EBITDA") of €1.37 billion, reflecting an EBITDA margin of approximately 22.4%. These res

1. Power Semiconductors. HSAG's Power Semiconductor division is the company's largest business segment, accounting for approximately 48% of FY2022 consolidated revenue. This division designs and manufactures power semiconductor devices based on silicon ("Si") and silicon-carbide ("SiC") substrates, including insulated-gate bipolar transistors ("IGBTs"), metal-oxide-semiconductor field-effect transistors ("MOSFETs"),

2. Analog and Mixed-Signal Integrated Circuits. HSAG's Analog/Mixed-Signal division accounted for approximately 33% of FY2022 consolidated revenue. This division designs and sells a broad portfolio of analog and mixed-signal ICs, including operational amplifiers, data converters (analog-to-digital and digital-to-analog), voltage regulators, power management ICs ("PMICs"), interface ICs, and signal conditioning circui

3. Sensor Technologies. HSAG's Sensor division accounted for approximately 19% of FY2022 consolidated revenue. This division designs and manufactures micro-electromechanical systems ("MEMS") sensors, magnetic sensors (based on Hall-effect and magnetoresistive technologies), and optical sensors for automotive, industrial, and consumer applications. Key product families include MEMS inertial measurement units for vehic

III. U.S. PRESENCE AND OPERATIONS A. Existing U.S. Subsidiary — Halcyon US Inc. Legal Identity. Halcyon US Inc. is a corporation organized under the laws of the State of Delaware. Halcyon US Inc. is a wholly owned subsidiary of Halcyon Semiconductor AG. Its U.S. Employer Identification Number (EIN) is 81-3056429. Principal Office. Halcyon US Inc.'s principal office is located at 11501 Alterra Parkway, Suite 300, Aust

IV. VORSTAND (MANAGEMENT BOARD) AND AUFSICHTSRAT (SUPERVISORY BOARD) Under German corporate law, an Aktiengesellschaft is governed by a two-tier board structure consisting of the Vorstand (Management Board) and the Aufsichtsrat (Supervisory Board). The Vorstand is responsible for the day-to-day management and strategic direction of the company, while the Aufsichtsrat exercises supervisory oversight over the Vorstand,

1. Dr. Maximilian Ehrhardt — Vorstandsvorsitzender (Chief Executive Officer) Dr. Ehrhardt, age 57, is a citizen of the Federal Republic of Germany. He holds a Diplom-Physiker (equivalent to a master's degree in physics) from Technische Universität Dresden and a Dr. rer. nat. (Ph.D. in materials physics) from the same institution, where his doctoral research focused on wide-bandgap semiconductor materials for power el

2. Katarina Brückner — Finanzvorstand (Chief Financial Officer) Ms. Brückner, age 49, is a citizen of the Federal Republic of Germany. She is a licensed Wirtschaftsprüfer (the German equivalent of a Certified Public Accountant) and holds a Diplom-Kauffrau (equivalent to a master's degree in business administration) from Ludwig-Maximilians-Universität München. Prior to joining HSAG in 2016, Ms. Brückner held senior fi

3. Stefan Lohse — Chefjustitiar und Vorstandsmitglied (General Counsel and Management Board Member) Mr. Lohse, age 52, holds dual citizenship in the Federal Republic of Germany and the United States. He was born in Frankfurt am Main, Germany, and is admitted to practice law both in the State of New York and in Germany (Rechtsanwalt). Mr. Lohse holds a Staatsexamen in law (First and Second State Examinations) from Joh

4. Dr. Annika Voss — Vorstandsmitglied, Technik (Chief Technology Officer) Dr. Voss, age 46, is a citizen of the Federal Republic of Germany. She holds a Diplom-Ingenieur in electrical engineering from RWTH Aachen University and a Dr.-Ing. (Ph.D. in engineering) from ETH Zürich, Switzerland, where her research focused on silicon-carbide device physics. Dr. Voss joined HSAG in 2010 as a senior device engineer and adva

5. Jürgen Walther — Vorstandsmitglied, Vertrieb (Chief Commercial Officer) Mr. Walther, age 54, is a citizen of the Federal Republic of Germany. He holds a Diplom-Kaufmann from Universität Mannheim and an MBA from INSEAD (Fontainebleau, France). Mr. Walther joined HSAG in 2009 as Vice President of Sales, EMEA, and was promoted to lead HSAG's global sales and marketing organization in 2015. He was appointed to the Vor

1. Prof. Dr. Heinrich Falkenberg (Chairman of the Aufsichtsrat) — German citizen; age 68; retired professor of electrical engineering, Technische Universität München; independent board member; serves on the boards of two other publicly traded European technology companies.

2. Dr. Claudia Reinhardt — German citizen; age 61; former managing partner of Reinhardt Capital Partners GmbH, a Munich-based private equity firm; independent board member.

3. Lars-Erik Sjöström — Swedish citizen; age 55; Managing Director of Nordic Industrial Holdings AB, a Stockholm-based industrial investment firm; independent board member.

4. Dame Patricia Huxley, DBE — British citizen; age 63; former Chief Executive Officer of Meridian Semiconductors plc (UK); independent board member; appointed Dame Commander of the Order of the British Empire for services to the UK technology sector.

5. Dr. Martin Ostermeier — Austrian citizen; age 50; Managing Director of Alpenland Beteiligungen GmbH, a Vienna-based investment holding company; independent board member.

6. Françoise Delacroix — French citizen; age 58; Senior Advisor, European Affairs, at Westmark Trust Bank; independent board member; former director of the European Investment Bank's technology lending program (a standard EU institutional role, not a government control or ownership position). Employee Representatives:

7. Thomas Richter — German citizen; age 48; Chairman of the HSAG Works Council (Betriebsratsvorsitzender); employee of HSAG since 2003; production engineer at the Dresden wafer fabrication facility.

8. Sabine Keller — German citizen; age 44; member of the HSAG Works Council; employee of HSAG since 2008; design engineer at the Munich design center.

9. Ralf Bergmann — German citizen; age 56; regional representative of IG Metall (the German metalworkers' trade union); trade union official appointed pursuant to the Codetermination Act.

10. Dr. Eva-Maria Quelwick — German citizen; age 41; employee representative; senior research scientist at the Dresden R&D center; employee of HSAG since 2012.

11. Michael Grünwald — German citizen; age 52; employee representative; facilities operations manager at the Dresden campus; employee of HSAG since 2006.

12. Petra Hoffmann — German citizen; age 47; employee representative; senior applications engineer at the Villach design center; employee of HSAG since 2010. Full biographical details, nationalities, government affiliations, and security clearance information for all twelve members of the Aufsichtsrat are set forth above and have been provided to CFIUS as required by 31 C.F.R. § 800.501. HSAG confirms that no member

V. OWNERSHIP STRUCTURE A. Public Shareholders HSAG is publicly traded on the Frankfurt Stock Exchange (XETRA: HLC). HSAG's ordinary shares (Stammaktien) are widely held by institutional and retail investors, with no single shareholder holding a controlling interest. As of the most recent shareholder disclosure available to HSAG (based on notifications received pursuant to the German Securities Trading Act, Wertpapier

VI. RELATIONSHIPS WITH GOVERNMENT ENTITIES A. German Government and European Union HSAG operates in the semiconductor industry, which is subject to standard regulatory oversight by German and European Union authorities. HSAG's principal regulatory relationships include the following: Securities Regulation. As a publicly traded company on the Frankfurt Stock Exchange, HSAG is subject to the regulatory oversight of the

VII. FOREIGN OWNERSHIP, CONTROL, OR INFLUENCE (FOCI) ASSESSMENT Based on the information set forth in this Exhibit C and in the other exhibits and attachments to the Notice, HSAG respectfully submits that it presents a manageable foreign ownership, control, or influence ("FOCI") profile for purposes of the national security review of the Transaction. HSAG's FOCI profile is characterized by the following factors: (a)

VIII. FINANCIAL SUMMARY Consolidated Financial Highlights — FY2022 The following table summarizes HSAG's key consolidated financial data for the fiscal year ended December 31, 2022: Auditor. HSAG's consolidated financial statements are audited by Leinberger & Hess Wirtschaftsprüfungsgesellschaft, with offices at Bockenheimer Landstraße 42, 60323 Frankfurt am Main, Germany. The engagement partner responsible for the H

IX. LEGAL AND REGULATORY COMPLIANCE A. Export Control and Sanctions Compliance HSAG maintains a comprehensive global trade compliance program designed to ensure compliance with all applicable export control, sanctions, and trade restriction regimes, including: (a) EU Council Regulation (EC) No. 428/2009 (as recast by Regulation (EU) 2021/821) establishing the EU dual-use export control regime; (b) U.S. Export Adminis

X. ADVISORS AND COUNSEL The following advisors and counsel are engaged by HSAG in connection with the Transaction: Buyer's U.S. Counsel: Calderwood & Harkness LLP 399 Park Avenue, 31st Floor New York, NY 10022 and 1750 K Street NW, Suite 800 Washington, DC 20006 • Responsible Partner (M&A): Beatrice Holloway • Lead CFIUS Counsel: Margaret "Peggy" Ashworth, Of Counsel (National Security & CFIUS Practice) • Lead Govern

XI. CERTIFICATIONS AND REPRESENTATIONS HSAG certifies and represents that the information contained in this Exhibit C is true, accurate, and complete in all material respects, to the best of HSAG's knowledge, information, and belief, after reasonable inquiry. This Exhibit C has been prepared and submitted in good faith and in accordance with the requirements of 31 C.F.R. § 800.501 and the instructions provided by the