Contract analysis

I. INTRODUCTION AND INSTRUCTIONS FOR INTERVIEWERS A. Purpose of the Functional Analysis This interview protocol is designed to support the preparation of a comprehensive functional analysis as the foundational component of the transfer pricing documentation and bilateral Advance Pricing Agreement ("APA") application for the intercompany transactions between Halcyon Semiconductor AG and Halcyon Semiconductor Inc. The

1. United States transfer pricing documentation prepared to satisfy the contemporaneous documentation requirements under Internal Revenue Code ("IRC") § 482, Treasury Regulations §§ 1.482-1 through 1.482-9 (governing the determination of arm's length prices for controlled transactions), and Treasury Regulation § 1.6662-6 (governing the documentation requirements necessary to avoid transfer pricing penalties under IRC

2. German transfer pricing documentation prepared to satisfy the documentation requirements under § 1 of the Außensteuergesetz ("AStG," German Foreign Tax Act), §§ 90(3) and 162(3)–(4) of the Abgabenordnung ("AO," German Fiscal Code), and the Gewinnabgrenzungsaufzeichnungsverordnung ("GAufzV," German Transfer Pricing Documentation Regulation);

3. United States APA application to be filed with the IRS Advance Pricing and Mutual Agreement Program ("APMA") on IRS Form 14661 pursuant to Revenue Procedure 2015-41, as modified by subsequent guidance, seeking a prospective bilateral APA with the competent authority of the Federal Republic of Germany covering the APA term of fiscal years 2025 through 2029; and

4. German APA application to be filed in parallel with the Bundeszentralamt für Steuern ("BZSt," German Federal Central Tax Office) under the applicable German procedures for advance pricing agreements, coordinated with the mutual agreement procedure under Article 25 of the US-Germany Income Tax Treaty. The functional analysis conforms to the framework set forth in the OECD Transfer Pricing Guidelines for Multination

1. HSAG corporate organizational chart (current as of March 2025), including all direct and indirect subsidiaries and the ownership chain from HSAG through HSI, HSJ, and HSC;

2. HSI corporate organizational chart (current as of March 2025), showing all functional departments, reporting lines, and headcount by department and location;

3. Master Intercompany Supply Agreement between HSAG and HSI, effective January 1, 2019, as amended on July 1, 2022, including all schedules, exhibits, and side letters;

4. IP License Agreement between HSAG and HSI, effective January 1, 2019, including all amendments, schedules, and exhibits;

5. Cost Sharing Arrangement between HSAG and HSI, effective July 15, 2018, including all amendments, schedules, exhibits, and ancillary agreements;

6. Platform Contribution Transaction ("PCT") valuation report prepared by Stonebridge Valuation Partners LLC (Marcus Reinhardt, Managing Director), dated on or about July 15, 2018;

7. HSI supply chain process flow diagrams, including diagrams illustrating the flow of product from HSAG fabrication through HSI warehousing, order fulfillment, and delivery to third-party customers;

8. HSAG fabrication process descriptions for each process technology node currently in production (7nm, 5nm, and 3nm), including summaries of manufacturing steps, yields, and quality specifications;

9. R&D project summaries and budgets for the 2nm and sub-2nm program (CSA scope), including project milestone timelines, expenditure reports, and headcount allocations;

10. HSAG and HSI headcount reports by function (manufacturing, R&D, sales and marketing, general and administrative, supply chain, finance and tax) and by location, for FY 2020 through FY 2024;

11. HSAG and HSI audited financial statements for FY 2020 through FY 2024 (audited by Gresham Whitfield LLP);

12. Intercompany transaction schedules for FY 2020 through FY 2024, showing transaction volumes, amounts, and pricing details for each category of controlled transaction; and

13. Any prior transfer pricing studies, benchmark analyses, or economic reports prepared for HSAG or HSI.

II. CORPORATE STRUCTURE AND ORGANIZATIONAL OVERVIEW A. Group Structure Interviewer Instruction: Ask the interviewee to describe, in their own words, the overall Halcyon group corporate structure, including the ownership chain, entity relationships, and reporting relationships between the various Halcyon entities. Use the following questions to guide the discussion and confirm key structural facts.

1. Please describe the overall corporate structure of the Halcyon Semiconductor group of companies. How many entities comprise the group, and in which jurisdictions are they organized?

2. Please confirm that Halcyon Semiconductor AG is the ultimate parent entity of the group and is publicly listed on the Frankfurt Stock Exchange (XETRA) under ISIN DE000HSA0017. Is HSAG directly owned by dispersed public shareholders, or are there any significant block holders or controlling shareholders?

3. Please confirm that Halcyon Semiconductor Inc. is a wholly owned subsidiary of HSAG, incorporated in the State of Delaware under File Number 7341825, with Employer Identification Number 84-2917630. Is HSI directly owned by HSAG, or are there any intermediate holding entities in the ownership chain between HSAG and HSI? If intermediate entities exist, please describe each entity, its jurisdiction of organization, a

4. Please confirm the existence and roles of the following affiliated entities that are outside the scope of the contemplated bilateral APA: (a) Halcyon Semiconductor Japan K.K. ("HSJ"), organized in Japan with its principal office in Tokyo — please describe HSJ's role in the group, its ownership structure, and any intercompany transactions it has with HSAG or HSI. (b) Halcyon Semiconductor (Shanghai) Co., Ltd. ("HSC

5. Are there any other affiliated entities, branch offices, permanent establishments, or joint ventures within the Halcyon group that have not been mentioned? If so, please describe each.

6. Please confirm the following headcount figures for the Halcyon group: (a) HSAG global headcount: approximately 22,400 employees, of whom approximately 14,600 are based in Germany. (b) HSI headcount: approximately 2,850 employees.

7. How are the HSI employees distributed among HSI's four office locations (Austin, TX; Santa Clara, CA; Southfield, MI; Beaverton, OR)? What functions are performed at each location? B. Management and Decision-Making

8. Please describe the governance and management structure of Halcyon Semiconductor AG. Please confirm the following key management positions and identify any additional members of the HSAG Vorstand (Management Board) or other senior executives relevant to intercompany transactions: (a) Chief Executive Officer: Dr. Klaus-Dieter Wehrheim (b) Chief Financial Officer: Margarethe Stein (c) Chief Technology Officer: Dr. H

9. Does HSAG have an Aufsichtsrat (Supervisory Board)? If so, what role, if any, does the Aufsichtsrat play in overseeing intercompany pricing policies or the APA process?

10. Please describe the governance and management structure of Halcyon Semiconductor Inc. Please confirm the following key management positions and identify any additional HSI officers or senior executives relevant to intercompany transactions: (a) President and General Manager: Victor Almeida (b) Vice President, Tax: Priya Raghavan (c) Vice President, Supply Chain Operations: Thomas Kuroda

11. Does HSI have a board of directors? If so, who are the directors, and how frequently does the board meet? Are any HSAG executives or directors members of the HSI board?

12. How are strategic business decisions made at the group level as compared to the entity level? For example, who has decision-making authority with respect to: (a) Capital expenditure decisions (e.g., new fabrication capacity, facility expansions)? (b) New product development and technology roadmap decisions? (c) Entry into new geographic markets or customer segments? (d) Pricing strategies for third-party sales? (

13. What level of autonomy does HSI management have with respect to pricing decisions for sales to third-party US customers, the management of customer relationships, the hiring and management of HSI personnel, and day-to-day operational decisions?

14. How do HSAG and HSI management interact on matters relating to intercompany pricing and transfer pricing policy? Is there a transfer pricing committee, steering group, or other formal mechanism for coordination between the two entities on these matters? If so, who participates, and how frequently does the group meet?

15. Are there any management service agreements or shared services arrangements between HSAG and HSI? If so, please describe the services covered, the fee structure, and the contractual terms. C. Business Overview Interviewer Instruction: Ask the interviewee to describe the core business activities of the Halcyon group in their own words, allowing the interviewee to provide a natural narrative description of the busi

16. In your own words, please describe the core business activities of the Halcyon Semiconductor group. What does the company do, and what products does it manufacture and sell?

17. Please confirm that HSAG designs and manufactures advanced-node semiconductor wafers at its fabrication facilities in Germany, utilizing process technologies at the 7nm (nanometer), 5nm, and 3nm nodes. What are the primary end-use applications for Halcyon's semiconductor products?

18. Please confirm that HSI serves as the exclusive distribution, marketing, and design-support entity for Halcyon semiconductor products in the North American market. Does HSI's territorial scope include Canada and Mexico, or is it limited to the United States?

19. Please describe the typical end-customer profile for Halcyon's semiconductor products. Who are the principal categories of customers? Do they include: (a) Original equipment manufacturers ("OEMs") in the automotive, industrial, or data-center sectors? (b) Authorized third-party distributors or resellers? (c) Hyperscale data-center operators? (d) Other categories of customers?

20. What is the geographic scope of each Halcyon entity's market coverage? Specifically, which geographic markets are served by HSAG (directly or through its subsidiaries), HSI, HSJ, and HSC, respectively?

21. How does Halcyon's business model compare to those of other participants in the advanced-node semiconductor industry? Is Halcyon an integrated device manufacturer ("IDM"), a pure-play foundry, or a fabless design company?

22. What is the approximate revenue breakdown by end-market segment (e.g., automotive, industrial IoT, data-center) for the Halcyon group as a whole and for HSI specifically?

III. TANGIBLE GOODS TRANSACTIONS — FUNCTIONS PERFORMED A. HSAG Manufacturing Functions Interviewer Instruction: This subsection is primarily directed to Dr. Hendrik Möller (CTO, HSAG) and Dr. Erwin Fassbinder (SVP, Group Tax, HSAG). Questions should be adapted to the technical depth appropriate for each interviewee. Dr. Möller is expected to provide detailed technical descriptions of the manufacturing process, while

23. Please describe HSAG's fabrication operations, including the location, scale, and capabilities of each fabrication facility: (a) Dresden Fab 1 & Fab 2 — located at Industriepark Klotzsche, Zur Wetterwarte 50, 01109 Dresden, Saxony, Germany. What process technology nodes are manufactured at Fab 1? At Fab 2? What is the wafer-start capacity per month at each facility? When was each facility brought into production?

24. What is the capital investment in each fabrication facility? Please provide, to the extent available, the approximate original cost, accumulated depreciation, and net book value of the tangible assets at each facility, as well as an estimate of the replacement cost of the fabrication equipment.

25. How is production capacity allocated among product lines, customer orders, and entities (e.g., HSAG internal use, HSI, HSJ, HSC, and any direct third-party sales by HSAG)? Is there a formal capacity allocation process? Who has decision-making authority over capacity allocation?

26. Please describe the semiconductor manufacturing process from start to finish, beginning with the receipt of raw silicon wafers through the completion of singulated die ready for shipment. Please address the following stages of the manufacturing process, to the extent applicable: (a) Wafer preparation and incoming inspection; (b) Front-end-of-line ("FEOL") processing, including lithography, deposition, etching, an

27. Please describe the quality control and testing procedures performed by HSAG prior to shipment of wafers/die to HSI. What quality standards are applied (e.g., ISO 9001, IATF 16949 for automotive-grade products, other customer-specific quality requirements)? What is the typical manufacturing yield at each process node?

28. What is HSAG's role in demand planning and production scheduling in response to purchase forecasts and orders received from HSI? Does HSAG produce to HSI's specific orders (make-to-order), or does HSAG maintain finished goods inventory for sale to HSI (make-to-stock)? How far in advance does HSI provide demand forecasts, and how binding are those forecasts?

29. What manufacturing personnel and expertise are required to operate HSAG's fabrication facilities? How many employees are engaged in manufacturing operations at each facility? What specialized qualifications, training, or expertise are required for fabrication engineers and technicians?

30. Does HSAG perform any research and development activities at its fabrication facilities that are distinct from the next-generation 2nm/sub-2nm R&D covered by the Cost Sharing Arrangement? For example, does HSAG engage in process improvement, yield optimization, or sustaining engineering activities for the 7nm, 5nm, and 3nm nodes? If so, how are such activities funded, and who bears the associated costs? B. HSI Di

31. Please describe HSI's role in the distribution chain for Halcyon semiconductor products sold to US and North American customers. How does HSI receive semiconductor products from HSAG, and what happens to those products from the point of receipt through delivery to the end customer?

32. Does HSI perform any additional packaging, testing, assembly, kitting, or other value-added processing of wafers or die received from HSAG? Or does HSI distribute the products in the same form in which they are received?

33. Please describe the order fulfillment process in detail, from the initial receipt of a customer purchase order through final delivery and invoicing. Specifically: (a) How does HSI receive and process customer purchase orders? (b) How does HSI manage inventory — what inventory management systems are used, and what are HSI's inventory policies (e.g., target days of supply, safety stock levels)? (c) What warehousing

34. What is HSI's role in demand forecasting and the generation of purchase orders to HSAG? How far in advance does HSI prepare demand forecasts? How are those forecasts communicated to HSAG? What is the process for converting forecasts into firm purchase orders?

35. Please describe HSI's customer relationship management activities, including: (a) Account management: How are key customer accounts managed? Are account managers assigned to specific customers or customer segments? What is the scope of the account manager's role? (b) Technical support: Does HSI provide pre-sale or post-sale technical support to customers? If so, what types of technical support are provided (e.g.,

36. Please describe the marketing activities performed by HSI in the North American market, including: (a) Participation in industry trade shows and conferences (please identify specific events); (b) Advertising and promotional activities (print, digital, trade media); (c) Customer development and business development activities; (d) Market intelligence gathering and competitive analysis; (e) Product launch support a

37. How many sales and marketing personnel does HSI employ? Please provide a breakdown of sales and marketing headcount by location: (a) Austin, TX (principal office); (b) Santa Clara, CA (design center); (c) Southfield, MI (regional sales office); (d) Beaverton, OR (regional sales office).

38. What is the role of the Santa Clara design center in HSI's sales and marketing function? Does the design center provide design-in support, application engineering, or other customer-facing technical services? C. Pricing and Contract Terms

39. How are intercompany transfer prices for wafers and die determined under the Master Intercompany Supply Agreement? Please describe the pricing mechanism in detail: (a) Is the pricing mechanism cost-plus, resale-minus, negotiated, formula-based, or some other approach? (b) What is the pricing formula or methodology, including the cost base (if cost-plus) or the markup/markdown percentage? (c) How is the cost base

40. Are transfer prices set at the beginning of the fiscal year, or are they adjusted periodically throughout the year? If adjusted periodically, what is the frequency and mechanism for adjustment? What triggers a price adjustment?