CONFIDENTIAL — ATTORNEY WORK PRODUCT — PRIVILEGED

CONFIDENTIAL — ATTORNEY WORK PRODUCT — PRIVILEGED
DRAFT CLOSING MEMORANDUM
Closing Mechanics for the Initial Public Offering of American Depositary Shares of Halcyon Semiconductor Aktiengesellschaft
Calderwood & Harkness LLP One Liberty Plaza, 42nd Floor New York, NY 10006
Matter Number: 1032-00003
Prepared by: Claire Dempsey (Lead Associate, Capital Markets) and Audrey Zhou (Working Associate, Capital Markets), under the supervision of Vivienne St. Claire (Responsible Partner, Capital Markets)
Date: Draft — [●], 2026 (prepared in advance of anticipated closing on July 6, 2026)
CONFIDENTIAL — ATTORNEY WORK PRODUCT — PRIVILEGED
This memorandum constitutes attorney work product prepared in anticipation of the closing of the initial public offering of American Depositary Shares of Halcyon Semiconductor Aktiengesellschaft. This memorandum is protected by the attorney-client privilege and the work product doctrine. Distribution is limited to the internal Calderwood & Harkness LLP engagement team. This memorandum will be circulated to the broader working group only upon finalization and with the express authorization of the Responsible Partner.
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I. INTRODUCTION AND PURPOSE
The purpose of this memorandum is to describe in detail the step-by-step closing mechanics for the initial public offering (the "Offering" or "IPO") of American Depositary Shares ("ADSs") representing ordinary shares (Stammaktien) of Halcyon Semiconductor Aktiengesellschaft ("Halcyon," "HSAG," or the "Company"), a German stock corporation (Aktiengesellschaft) organized and existing under the laws of the Federal Republic of Germany, with its registered seat in Munich, Germany (registered with the Commercial Register (Handelsregister) of the Local Court (Amtsgericht) of Munich under registration number HRB 217458).
The Offering consists of ADSs to be listed and traded on the Nasdaq Global Select Market under the ticker symbol "HCYN." Each ADS represents two (2) ordinary shares of the Company (i.e., 1 ADS : 2 ordinary shares). The ADSs are being offered through a firm-commitment underwriting managed by a syndicate led by Westbridge Securities LLC as lead left bookrunner and representative of the several underwriters (the "Representative").
The Offering is registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a Registration Statement on Form F-1 filed with the Securities and Exchange Commission (the "SEC"). The ADSs are additionally registered under a separate Registration Statement on Form F-6. The Company currently maintains an existing listing of its ordinary shares on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) under the ticker symbol "HCY" in the Prime Standard segment, and such listing will remain in effect following the consummation of the Offering.
This memorandum is intended to serve as the definitive guide for all parties to the closing of the Offering. Given the cross-border nature of the transaction — involving the creation and issuance of new ordinary shares under German corporate law, the deposit of both newly issued and existing ordinary shares with a German custodian, the issuance of ADSs by a U.S. depositary bank, and the delivery and settlement of those ADSs through the facilities of The Depository Trust Company ("DTC") — this memorandum must coordinate actions across multiple time zones, including New York (Eastern Daylight Time), Frankfurt and Munich (Central European Summer Time), Glenrock Assurance (Central European Summer Time), and Singapore (Singapore Standard Time), as well as across multiple settlement systems, principally DTC and Ashgrove Enterprises Banking AG.
All members of the working group should consult this memorandum in conjunction with the following related documents, each of which is maintained as a separate working document:
•  The Master Timeline and Responsibility Chart, which assigns specific deadlines and responsible parties for each pre-closing, closing, and post-closing action item;
•  The Closing Checklist (also referred to as the "Closing Bible index"), which enumerates each closing deliverable by party and category and tracks the status of each deliverable; and
•  The Funds Flow Memorandum (when finalized following pricing), which will set forth the exact dollar amounts for each wire transfer and confirm all wire instructions.
This memorandum is in draft form and is subject to revision following the execution of the Pricing Agreement and the determination of the final public offering price per ADS, the underwriting discount, and the final allocation of ADSs among the underwriters. All financial figures set forth herein are based on an illustrative midpoint price per ADS of approximately $42.06, derived from the anticipated filing range of $39.00 to $45.00 per ADS. Actual figures will be confirmed in the Pricing Agreement and reflected in the final version of this memorandum.
II. KEY DATES AND TIMELINE
A. Critical Dates
The following table sets forth the key dates and milestones for the Offering. All dates are subject to change based on market conditions, regulatory review, and the mutual agreement of the parties.
B. Note on Settlement Timing
Settlement of the Offering is expected to occur on a T+2 basis, consistent with standard U.S. equity settlement conventions under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The pricing date and trade date is expected to be July 1, 2026 (Wednesday). Under normal T+2 settlement, the closing date would fall on July 3, 2026 (Friday). However, because July 3, 2026 falls immediately prior to a U.S. federal holiday weekend and July 4, 2026 (Saturday, observed on Friday, July 3, 2026 by certain market participants) is Independence Day — and because U.S. equity markets will close early on July 3, 2026 and will be closed on July 4, 2026 — the settlement date is adjusted to Monday, July 6, 2026, which is the next regular business day on which both U.S. banking institutions and the Nasdaq Stock Market are open for business.
The following confirmations are required with respect to the settlement date:
•  German banking day confirmation: July 6, 2026 is a regular business day in the Federal Republic of Germany. There are no German federal public holidays (gesetzliche Feiertage) or Bavarian state holidays on that date. Ashgrove Enterprises Banking AG will be open for settlement operations. Bähr Stein Rechtsanwälte has been asked to confirm this independently.
•  Ashgrove Enterprises Banking AG settlement calendar: The Ashgrove Enterprises settlement calendar and applicable cutoff times for free-of-payment deliveries of German equities on July 6, 2026 must be confirmed. Calderwood & Harkness has requested that Meridian Trust Company, N.A. confirm these details with Ashgrove Enterprises no later than five business days prior to closing.
•  Singapore and Shanghai business day check: Halcyon maintains subsidiaries in Singapore (Halcyon Semiconductor Asia Pte. Ltd.) and Shanghai (Halcyon Semiconductor (Shanghai) Co., Ltd.). While neither jurisdiction plays a direct role in the settlement of the Offering, July 6, 2026 should be confirmed as a regular business day in both jurisdictions for purposes of any subsidiary-level corporate actions, certifications, or other informational matters that may be referenced in closing deliverables. This is informational only and does not affect the primary settlement mechanics.
III. PARTIES AND THEIR ROLES AT CLOSING
Set forth below is a description of each party involved in the closing of the Offering, together with such party's role, contact information, and other relevant details.
A. Issuer
Halcyon Semiconductor Aktiengesellschaft Maximilianstraße 72 80539 Munich, Germany LEI: 5299007KBTVZ3XQHGL48 Commercial Register: HRB 217458, Amtsgericht München
Halcyon is the issuer of 30,000,000 newly issued ordinary shares (Stammaktien) underlying 15,000,000 primary ADSs to be offered in the Offering. The Company is also a party to the Underwriting Agreement, the Pricing Agreement, and the Deposit Agreement.
Key Contacts at Halcyon:
B. Selling Shareholders
The Offering includes a secondary component in which two existing shareholders of Halcyon are selling a portion of their holdings. The selling shareholders are offering a total of 12,800,000 existing ordinary shares, representing 6,400,000 ADSs.
Rheintal Industrieholding GmbH Königsallee 60 40212 Düsseldorf, Germany
Rheintal Industrieholding GmbH ("Rheintal") is selling 8,500,000 existing ordinary shares (equal to 4,250,000 ADSs) in the Offering. Rheintal is the founding shareholder and historically the largest shareholder of Halcyon. The authorized representative of Rheintal for purposes of the Offering is Margarethe Wendt, Managing Director (Geschäftsführerin). Ms. Wendt has executed a Custody Agreement and an irrevocable Power of Attorney authorizing Calderwood & Harkness LLP and Bähr Stein Rechtsanwälte to act on behalf of Rheintal with respect to the delivery of the secondary shares and the execution of certain closing documents.
Kestrel Capital Partners AG Bahnhofstrasse 36 8001 Glenrock Assurance, Switzerland
Kestrel Capital Partners AG ("Kestrel") is selling 4,300,000 existing ordinary shares (equal to 2,150,000 ADSs) in the Offering. Kestrel is a Swiss-based private equity firm that acquired its stake in Halcyon in connection with the Company's Series C growth equity financing in 2021. The authorized representative of Kestrel for purposes of the Offering is Henrik Sørensen, Managing Partner. Mr. Sørensen has executed a Custody Agreement and an irrevocable Power of Attorney on terms substantially similar to those executed by Rheintal.
Total secondary shares: 8,500,000 (Rheintal) + 4,300,000 (Kestrel) = 12,800,000 ordinary shares = 6,400,000 ADSs.
C. Underwriting Syndicate
The underwriters are purchasing the ADSs on a firm-commitment basis pursuant to the Underwriting Agreement dated as of the date of the Registration Statement's effectiveness (as supplemented by the Pricing Agreement). The underwriting syndicate consists of four members, with Westbridge Securities LLC serving as the lead left bookrunner and the Representative of the several underwriters.
Westbridge Securities LLC (Lead Left Bookrunner / Representative of the Several Underwriters) 383 Madison Avenue New York, NY 10179
•  Key Contact: Jonathan Hartwell, Managing Director, Global Equity Capital Markets
•  Syndicate economics: 40% of gross spread = $12,600,000
•  Role: Lead left bookrunner; representative of the several underwriters for purposes of the Underwriting Agreement; coordinator of book-building, allocation, pricing, stabilization, and settlement; holder of consent authority under lock-up agreements
Pinnacle Morgan & Co., Inc. (Joint Bookrunner) 200 Park Avenue New York, NY 10166
•  Key Contact: Sarah Okonkwo, Director, Equity Capital Markets
•  Syndicate economics: 30% of gross spread = $9,450,000
•  Role: Joint bookrunner; participant in roadshow management and institutional investor marketing
Andover Barcliffe Group Inc. (Joint Bookrunner) 1251 Avenue of the Americas New York, NY 10020
•  Key Contact: David Reinhardt, Managing Director, Equity Capital Markets
•  Syndicate economics: 20% of gross spread = $6,300,000
•  Role: Joint bookrunner; participant in roadshow management and institutional investor marketing
Northpointe Capital LLC (Co-Manager) 140 Broadway New York, NY 10005
•  Key Contact: Lisa Cheng, Vice President, Equity Capital Markets
•  Syndicate economics: 10% of gross spread = $3,150,000
•  Role: Co-manager; support in distribution and retail investor marketing
The gross underwriting spread for the Offering is 3.50% of the gross proceeds. Based on a total base deal size of approximately $900,000,000 (at midpoint pricing), the aggregate gross spread is approximately $31,500,000.
D. Depositary Bank
Meridian Trust Company, N.A. 101 Barclay Street New York, NY 10286
•  Key Contact: Patricia Novak, Vice President, Depositary Receipts
•  Role: Depositary under the Deposit Agreement (to be entered into among Halcyon, Meridian Trust, and holders of ADSs from time to time), governed by the laws of the State of Delaware. Meridian Trust is responsible for (i) arranging for the custody of the ordinary shares through its designated German sub-custodian, (ii) issuing ADSs upon deposit of ordinary shares, (iii) maintaining the ADS register (through its transfer agent, Crestfield Transfer Services Inc.), and (iv) administering the ADS program on an ongoing basis following the Offering.
•  Meridian Trust has designated a German sub-custodian (to be identified in the Pre-Effective Letter Agreement) to hold the ordinary shares at Ashgrove Enterprises Banking AG on behalf of the Depositary.
E. Transfer Agent and Registrar for ADSs
Crestfield Transfer Services Inc. 6201 15th Avenue Brooklyn, NY 11219
•  Key Contact: Angela Moretti, Director, Corporate Actions
•  Role: ADS transfer agent and registrar in the United States. Crestfield is responsible for processing the registration and issuance instructions from Meridian Trust, maintaining the register of ADS holders, and facilitating transfers and cancellations of ADSs.
F. Legal Counsel
The following law firms serve as legal counsel to the various parties in connection with the Offering:
Calderwood & Harkness LLP — United States counsel to the Issuer One Liberty Plaza, 42nd Floor New York, NY 10006
Bähr Stein Rechtsanwälte PartGmbB — German counsel to the Issuer Bockenheimer Landstraße 20 60323 Frankfurt am Main, Germany
Varen & Kessler LLP — United States counsel to the Underwriters 51 West 52nd Street New York, NY 10019
Prumvane Thornton LLP — German counsel to the Underwriters Neue Mainzer Straße 52 60311 Frankfurt am Main, Germany
G. Auditors
Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft (Munich) Ganghoferstraße 29 80339 Munich, Germany
•  Lead Engagement Partner: Dieter Kaufmann, Wirtschaftsprüfer
•  Role: Independent auditor of Halcyon; responsible for issuing audit reports on the Company's IFRS financial statements included in the Registration Statement and for delivering comfort letters in connection with the Offering
Blackmere & Whitfield LLP (New York) 7 Times Square New York, NY 10036
•  Partner Contact: Graham Templeton, Partner
•  Role: PCAOB-registered firm providing the U.S. audit coordination and PCAOB-compliant audit report; co-signatory on comfort letters as required
H. Financial Advisor
Ashton & Burke Advisory GmbH Theatinerstraße 11 80333 Munich, Germany
•  Key Contact: Lukas Frey, Managing Partner
•  Role: Financial advisor to Halcyon in connection with the Offering; advisory role only; not a party to the Underwriting Agreement or the settlement process. Ashton & Burke has provided strategic advice on pricing, positioning, and the overall IPO process but does not have a closing function per se.
IV. OFFERING ECONOMICS — SUMMARY OF FUNDS FLOW
This Section IV sets forth the anticipated economics of the Offering, including the gross proceeds, underwriting discount, and net proceeds to each recipient. All figures are based on an illustrative midpoint price per ADS of approximately $42.06, derived from the filing range of $39.00 to $45.00 per ADS. The actual economics will be determined upon execution of the Pricing Agreement on July 1, 2026, and this Section will be updated accordingly in the final version of this memorandum.
A. Base Deal Assumptions (at Midpoint)
The implied midpoint ADS price is calculated as follows: $900,000,000 ÷ 21,400,000 ADSs = approximately $42.06 per ADS. The price range to appear on the cover of the preliminary prospectus is $39.00 to $45.00 per ADS, representing an approximate range of total base deal gross proceeds of $834,600,000 to $963,000,000. The final public offering price per ADS will be determined through the book-building process during the roadshow period and will be set forth in the Pricing Agreement to be executed on July 1, 2026.
B. Underwriting discount Computation
The underwriting discount (also referred to as the "gross spread") is 3.50% of the public offering price per ADS. The underwriting discount applies uniformly to both the primary and secondary components of the Offering.
The purchase price per ADS is the price at which the underwriters purchase the ADSs from the issuer and the selling shareholders. The difference between the public offering price per ADS and the purchase price per ADS constitutes the underwriting discount, which compensates the underwriters for their services, including underwriting risk, distribution, and marketing.
C. Net Proceeds Calculation
The following table sets forth the estimated net proceeds to the Company and each selling shareholder after deduction of the underwriting discount. The net proceeds figures do not reflect deductions for offering expenses (e.g., SEC registration fees, Nasdaq listing fees, printing costs, legal fees, accounting fees, and other miscellaneous expenses), which are estimated to be approximately $4,500,000 in the aggregate and are payable by Halcyon from its primary proceeds (except that certain expenses related to the selling shareholders' participation may be borne by the selling shareholders as set forth in the Underwriting Agreement).
Note: The exact per-ADS public offering price, underwriting discount, and purchase price — and therefore the exact gross proceeds, net proceeds, and selling shareholder allocations — will be determined on the pricing date and set forth in the Pricing Agreement. The foregoing calculations are based on an illustrative midpoint price of $42.06 per ADS and are subject to change. Selling shareholder proceeds are allocated pro rata based on each selling shareholder's number of ADSs sold relative to the total number of secondary ADSs.
D. Syndicate Economics Allocation
The gross spread is allocated among the members of the underwriting syndicate in accordance with the economics percentages agreed upon among the underwriters. The following table sets forth the allocation based on the illustrative base deal gross spread of $31,500,000:
The gross spread is retained by the underwriters and is not wired to any third party as part of the closing funds flow. The underwriters deduct the aggregate underwriting discount from the gross proceeds and wire the net purchase price (i.e., gross proceeds less underwriting discount) to the Company and the selling shareholders, as described in Section VI.E below. The internal allocation of the gross spread among the syndicate members (including any reallowances, selling concessions, or management fee components) is a matter among the underwriters and is governed by the Agreement Among Underwriters.
V. PRE-CLOSING ACTIONS (PRICING DATE — JULY 1, 2026)
This Section V describes the actions that must be completed on or prior to the pricing date (July 1, 2026) and prior to the closing date (July 6, 2026). Each action item is listed in approximate chronological order, though certain actions may occur in parallel.
A. Execution of Pricing Agreement / Terms Agreement
On the pricing date (expected to be July 1, 2026), following the close of the book-building process and the determination of the final allocation of ADSs to investors, Westbridge Securities LLC (as Representative of the several underwriters) and the other underwriters will agree on the final public offering price per ADS within the $39.00 to $45.00 range (or such other price as may be agreed upon by the parties).
The Pricing Agreement (also referred to as the "Terms Agreement") supplements the Underwriting Agreement and sets forth the following definitive terms:
(i) the final public offering price per ADS;
(ii) the underwriting discount per ADS;
(iii) the purchase price per ADS payable by the several underwriters to the Company and the selling shareholders; and
(iv) the number of firm ADSs to be purchased by each underwriter.
The Pricing Agreement will be executed by the following parties:
•  Halcyon Semiconductor Aktiengesellschaft, by Dr. Friedrich Wendt (CEO) or Katarina Dalmqvist (CFO), each of whom is authorized to execute the Pricing Agreement on behalf of the Company pursuant to resolutions of the Vorstand (Management Board);
•  Rheintal Industrieholding GmbH, by its attorney-in-fact under the Custody Agreement and Power of Attorney previously executed by Margarethe Wendt (Managing Director) on behalf of Rheintal;
•  Kestrel Capital Partners AG, by its attorney-in-fact under the Custody Agreement and Power of Attorney previously executed by Henrik Sørensen (Managing Partner) on behalf of Kestrel; and
•  Westbridge Securities LLC, by Jonathan Hartwell (Managing Director, Global ECM), acting as Representative on behalf of the several underwriters.
Calderwood & Harkness LLP (as U.S. counsel to the issuer) and Varen & Kessler LLP (as U.S. counsel to the underwriters) are responsible for confirming the final form of the Pricing Agreement prior to execution. The execution copy of the Pricing Agreement will be circulated to all parties for review no later than the morning of the pricing date. Execution is expected to occur on the evening of July 1, 2026 (New York time), following completion of the book-building process.
B. Final Prospectus Filing (Rule 424(b))
Within two (2) business days following the determination of the public offering price (and in no event later than July 3, 2026), Halcyon (acting through Calderwood & Harkness LLP) must file the final prospectus with the SEC via the EDGAR electronic filing system pursuant to Rule 424(b)(4) of the Securities Act.
The final prospectus must reflect the final public offering price per ADS, the underwriting discount per ADS, the net proceeds to the Company and the selling shareholders, and any other information that was left blank or indicated as "to be determined" in the Registration Statement as declared effective by the SEC. This includes, without limitation, the final price-dependent information on the cover page, the "Use of Proceeds" section, the "Dilution" section, the "Capitalization" section, and the "Underwriting" section.
Calderwood & Harkness LLP will coordinate with the engagement team's designated EDGAR filing agent to ensure timely submission. All EDGAR access codes, filing credentials, and CIK numbers must be confirmed in advance of the pricing date. Halcyon's SEC CIK number will be assigned upon the Company's initial EDGAR filing (in connection with the filing of the Registration Statement on Form F-1) and will be confirmed prior to closing. Claire Dempsey will serve as the primary point of contact for the EDGAR filing process on the Calderwood & Harkness side.
C. Nasdaq Listing Confirmation
Prior to the commencement of trading of the ADSs, the Company must have received confirmation from The Nasdaq Stock Market LLC ("Nasdaq") that the ADSs have been approved for listing on the Nasdaq Global Select Market under the ticker symbol "HCYN."
Nasdaq listing approval is a condition to closing under the Underwriting Agreement. The Company filed its listing application with Nasdaq concurrently with the filing of the Registration Statement. Nasdaq's review process is ongoing, and final listing approval is expected to be received on or prior to the pricing date. The listing will become effective on the first trading day following pricing (expected to be July 2, 2026), or on such other date as may be coordinated with Nasdaq's listing qualifications department.
Calderwood & Harkness LLP is coordinating with Nasdaq on the listing application and will circulate the listing approval confirmation to the working group upon receipt.
D. FINRA No-Objections Letter
The Financial Industry Regulatory Authority, Inc. ("FINRA") must issue a letter confirming that it has no objection to the underwriting terms and compensation arrangements disclosed in the Registration Statement and related filings. This "no-objections" or "clearance" letter is a condition to closing under the Underwriting Agreement.
Westbridge Securities LLC, as Representative, is responsible for making the required FINRA filing (typically on Form BR or through FINRA's Public Offering System). Varen & Kessler LLP is coordinating with FINRA on behalf of the underwriters. The FINRA filing was submitted concurrently with the filing of the Registration Statement, and the working group expects to receive the no-objections letter prior to or on the pricing date. If FINRA issues any comments or requests additional information, Varen & Kessler will coordinate the response in consultation with Calderwood & Harkness.
E. DTC Eligibility
The ADSs must be made eligible for book-entry delivery, clearance, and settlement through the facilities of The Depository Trust Company ("DTC") prior to closing. DTC eligibility is essential for the ADSs to trade on the Nasdaq Global Select Market and to enable the delivery-versus-payment settlement contemplated by the Underwriting Agreement.
Meridian Trust Company, N.A. (as Depositary) is responsible for applying for DTC eligibility for the ADSs and for confirming the assignment of a CUSIP number (through CUSIP Global Services) and an ISIN for the ADSs. Crestfield Transfer Services Inc. (as transfer agent) will coordinate with Meridian Trust and DTC to ensure that the ADSs are accepted as DTC-eligible securities. Patricia Novak (Meridian Trust) and Angela Moretti (Crestfield) are the primary contacts for this workstream.
The CUSIP number, ISIN, and DTC eligibility confirmation will be circulated to the working group upon receipt.
F. German Corporate Actions — Share Issuance and Registration
The creation and issuance of the 30,000,000 new ordinary shares underlying the primary ADSs requires several corporate actions under German law (the Aktiengesetz, or "AktG"), which must be completed prior to or simultaneously with closing.
Management Board Resolution. Halcyon's Vorstand (Management Board) must adopt a resolution to issue 30,000,000 new ordinary shares from the Company's authorized capital (genehmigtes Kapital) pursuant to Section 202 et seq. of the AktG, with the approval (consent or Zustimmung) of the Aufsichtsrat (Supervisory Board). The resolution must specify the exclusion of shareholders' pre-emptive subscription rights (Bezugsrechtsausschluss) with respect to the new shares, as is customary for an international offering of ADSs.
Supervisory Board Approval. The Aufsichtsrat must adopt a resolution approving the exclusion of pre-emptive rights and the other terms of the capital increase, as required under the Company's articles of association (Satzung) and applicable provisions of the AktG.
Commercial Register Filing. Bähr Stein Rechtsanwälte PartGmbB (as German counsel to the issuer) will file the capital increase (Kapitalerhöhung) for registration with the Commercial Register (Handelsregister) at the Amtsgericht München. Under German law, the capital increase does not become effective until registration has been completed in the Commercial Register. Registration of the new shares in the Commercial Register must be completed prior to or simultaneously with closing. The timing of Commercial Register filings can be unpredictable, and coordination with the Amtsgericht München is critical. Bähr Stein will monitor the filing and provide confirmation of registration to Calderwood & Harkness and the broader working group as soon as it is received.
Book-Entry Form. The new ordinary shares will be created in book-entry (Sammelverwahrung) form through Ashgrove Enterprises Banking AG, Frankfurt. No physical share certificates (Einzelurkunden) will be issued. The new shares will be represented by a global certificate (Globalurkunde) deposited with Ashgrove Enterprises Banking AG.
Bähr Stein Rechtsanwälte will deliver a legal opinion confirming that all requirements under the AktG and the Company's Satzung have been satisfied and that the new ordinary shares have been duly and validly issued. This opinion is one of the closing deliverables described in Section VII.C below.
VI. CLOSING MECHANICS — SETTLEMENT DATE (JULY 6, 2026)
A. Overview of Settlement Flow
The closing of the Offering involves a multi-step, cross-border settlement process that coordinates the deposit of ordinary shares in Germany with the issuance and delivery of ADSs in the United States. The settlement process can be summarized in the following five sequential steps:
Step 1: Deposit of ordinary shares with German custodian. Halcyon (with respect to the 30,000,000 newly issued ordinary shares) and the selling shareholders (with respect to the 12,800,000 existing ordinary shares) cause the ordinary shares to be credited to the account of Meridian Trust Company, N.A.'s designated German sub-custodian at Ashgrove Enterprises Banking AG in Frankfurt.
Step 2: Issuance of ADSs by Meridian Trust Company, N.A. Upon receipt of confirmation from the German sub-custodian that the ordinary shares have been deposited, Meridian Trust Company, N.A. (as Depositary under the Deposit Agreement) issues 21,400,000 ADSs (1 ADS : 2 ordinary shares) in book-entry form.
Step 3: Delivery of ADSs to underwriters through DTC. The ADSs are credited to the DTC participant accounts of the respective underwriters in accordance with the allocation set forth in the Pricing Agreement, through DTC's book-entry settlement system.
Step 4: Payment of aggregate purchase price by underwriters. Simultaneously with the delivery of ADSs through DTC, the underwriters (acting through Westbridge Securities LLC as Representative) pay the aggregate purchase price by wire transfer of immediately available funds in U.S. dollars to the designated accounts of the Company and the selling shareholders.
Step 5: Distribution of net proceeds. The net proceeds (gross proceeds less the underwriting discount) are credited to the accounts designated by Halcyon, Rheintal, and Kestrel, respectively.
Each of these steps is described in detail below.
B. Deposit of Ordinary Shares with German Custodian
(i) Primary Shares (New Issuance)
Halcyon shall cause 30,000,000 newly issued ordinary shares to be credited to the account of Meridian Trust Company, N.A.'s designated German sub-custodian at Ashgrove Enterprises Banking AG, Frankfurt. The sub-custodian (the identity of which will be specified in the Pre-Effective Letter Agreement between Meridian Trust and the sub-custodian) will hold the ordinary shares in custody on behalf of Meridian Trust in its capacity as Depositary under the Deposit Agreement.
The Ashgrove Enterprises settlement for the primary shares will be effected by a free-of-payment (FOP) delivery from the Company's Ashgrove Enterprises account (or from the global certificate (Globalurkunde) for the newly issued shares) to the sub-custodian's Ashgrove Enterprises account. This FOP delivery must be completed on or before the opening of business (Frankfurt time) on the closing date, July 6, 2026, to allow sufficient time for the subsequent steps of ADS issuance and DTC settlement during New York business hours.
Bähr Stein Rechtsanwälte will confirm that the newly issued shares have been registered in the Commercial Register, are freely transferable under German law, and are not subject to any lock-up, transfer restriction, or other encumbrance that would prevent their deposit into the ADR facility. It is noted that the 180-day lock-up in the Underwriting Agreement applies to Halcyon's issuance of additional shares following the Offering, not to the newly issued shares being deposited with the German custodian for the purpose of ADS issuance in connection with the Offering.
(ii) Secondary Shares (Selling Shareholders)
Rheintal Industrieholding GmbH. Rheintal shall deliver 8,500,000 existing ordinary shares from its custody account at Ashgrove Enterprises Banking AG to the sub-custodian's Ashgrove Enterprises account. This delivery shall be effected pursuant to the Custody Agreement and the irrevocable Power of Attorney previously executed by Margarethe Wendt on behalf of Rheintal. The delivery shall be on a free-of-payment (FOP) basis and must be completed by the opening of business (Frankfurt time) on July 6, 2026. Rheintal's custodian bank is responsible for entering the pre-matched Ashgrove Enterprises delivery instructions in accordance with the instructions provided by Calderwood & Harkness and Bähr Stein.
Kestrel Capital Partners AG. Kestrel shall deliver 4,300,000 existing ordinary shares from its custody account at Ashgrove Enterprises Banking AG to the sub-custodian's Ashgrove Enterprises account. This delivery shall be effected pursuant to the Custody Agreement and the irrevocable Power of Attorney previously executed by Henrik Sørensen on behalf of Kestrel. The delivery shall be on a free-of-payment (FOP) basis and must be completed by the opening of business (Frankfurt time) on July 6, 2026. Kestrel's custodian bank is responsible for entering the pre-matched Ashgrove Enterprises delivery instructions in accordance with the instructions provided by Calderwood & Harkness and Bähr Stein.
Total ordinary shares to be deposited with German custodian:
•  Primary (new issuance by Halcyon): 30,000,000 ordinary shares
•  Secondary (Rheintal): 8,500,000 ordinary shares
•  Secondary (Kestrel): 4,300,000 ordinary shares
•  Aggregate: 42,800,000 ordinary shares
(iii) Custodian Confirmation
Upon receipt and verification of all 42,800,000 ordinary shares in the sub-custodian's Ashgrove Enterprises account, the sub-custodian will transmit a deposit confirmation to Meridian Trust Company, N.A. in New York. This confirmation will be sent via SWIFT message (or equivalent electronic confirmation) and will specify the number and description of the ordinary shares received, the date and time of receipt, and the Ashgrove Enterprises account to which the shares were credited.
Timing: The custodian confirmation must be received by Meridian Trust no later than [●]:00 a.m. Eastern Time on July 6, 2026, to enable same-day ADS issuance and DTC settlement. The target time for the custodian confirmation is 4:00 a.m. Eastern Time (10:00 a.m. CEST), which provides a comfortable buffer for Meridian Trust to begin the ADS issuance process when its New York office opens at approximately 8:00 a.m. Eastern Time.
Patricia Novak (Meridian Trust) will be responsible for confirming receipt of the custodian confirmation and for instructing the issuance of ADSs. Ms. Novak will notify Vivienne St. Claire (Calderwood & Harkness) and Martin Ashford (Varen & Kessler) promptly upon receipt of the custodian confirmation.
C. Issuance of ADSs by Meridian Trust Company, N.A.
Upon receipt of the custodian confirmation described in Section VI.B(iii) above, Meridian Trust Company, N.A. (as Depositary under the Deposit Agreement) will issue 21,400,000 ADSs (base deal) in book-entry form. The ADS issuance is calculated based on the agreed ratio of 1 ADS to 2 ordinary shares: 42,800,000 ordinary shares ÷ 2 = 21,400,000 ADSs.
The ADSs will be registered in the name of Cede & Co. (as nominee for DTC) in accordance with standard DTC settlement procedures. No physical American Depositary Receipt ("ADR") certificates will be issued in connection with the Offering; all ADSs will be delivered exclusively in book-entry form through DTC's facilities. This is consistent with the terms of the Deposit Agreement and the Registration Statement on Form F-6.
Crestfield Transfer Services Inc. (Angela Moretti, Director, Corporate Actions) will process the registration and issuance instructions received from Meridian Trust. Crestfield will update the ADS register to reflect the issuance of 21,400,000 ADSs registered in the name of Cede & Co. and will confirm the completion of the registration to Meridian Trust.
D. Delivery of ADSs to Underwriters through DTC
Following the issuance of the ADSs, Meridian Trust will instruct DTC to credit the 21,400,000 ADSs to the DTC participant accounts of the respective underwriters in accordance with the allocation set forth in the Pricing Agreement. The following table sets forth the illustrative allocation of firm ADSs among the underwriters, based on the syndicate economics percentages. The final allocations will be confirmed in the Pricing Agreement and may differ from the economics percentages if the parties agree to a different allocation structure.
Note: The foregoing allocation is illustrative only and is based on the assumption that the economics percentages correspond to the underwriting commitments. Final ADS allocations will be confirmed in the Pricing Agreement.
The DTC delivery will be effected on a delivery-versus-payment (DVP) basis. Under DVP settlement, the ADSs will not be released to the underwriter DTC participant accounts until the aggregate purchase price has been received by the designated accounts through Fedwire or the relevant payment system. This ensures that the delivery of securities and the payment of funds occur simultaneously, protecting both the selling parties and the purchasing underwriters against settlement risk.
E. Payment of Aggregate Purchase Price by Underwriters
(i) Wire Transfer Mechanics
On the closing date (July 6, 2026), the underwriters, acting through Westbridge Securities LLC as Representative of the several underwriters, will pay the aggregate purchase price for the firm ADSs by wire transfer of immediately available funds in United States dollars.
The aggregate purchase price is equal to the total number of firm ADSs (21,400,000) multiplied by the purchase price per ADS (i.e., the public offering price per ADS less the underwriting discount per ADS). At the illustrative midpoint price, this is calculated as follows:
•  Public offering price per ADS (midpoint): $42.06
•  Underwriting discount per ADS (3.50%): $1.47
•  Purchase price per ADS: $40.59
•  Aggregate purchase price: 21,400,000 ADSs × $40.59 = approximately $868,626,000
This figure is approximately equal to the total gross proceeds ($900,000,000) less the total underwriting discount ($31,500,000) = $868,500,000, with minor rounding differences attributable to the per-ADS calculations. The exact aggregate purchase price will be determined upon execution of the Pricing Agreement and will be reflected in the final version of this memorandum and in the Funds Flow Memorandum.
The wire transfer is to be initiated on the morning of July 6, 2026 (Eastern Time), with a target receipt time of no later than 10:00 a.m. Eastern Time. The underwriters will coordinate with their banking institution to ensure that the wire transfer is initiated early enough to allow for confirmation of receipt by the target time.
(ii) Wire Instructions
Westbridge Securities LLC will wire funds to the following accounts. All wire instructions are subject to final confirmation by each recipient no later than two (2) business days prior to closing. Calderwood & Harkness LLP and Varen & Kessler LLP will independently verify all wire instructions with the respective parties to guard against wire fraud.
For account of Halcyon Semiconductor Aktiengesellschaft (primary proceeds):
•  Bank: [●] (to be designated by Halcyon's CFO, Katarina Dalmqvist)
•  Account Name: Halcyon Semiconductor Aktiengesellschaft — IPO Proceeds Account
•  Account Number: [●]
•  ABA Routing Number / SWIFT Code: [●]
•  Reference: Halcyon ADR IPO — Primary Proceeds — July 6, 2026
•  Amount: Net primary proceeds (approximately $607,950,000, subject to final pricing)
For account of Rheintal Industrieholding GmbH (secondary proceeds):
•  Bank: [●] (to be designated by Margarethe Wendt)
•  Account Name: Rheintal Industrieholding GmbH — IPO Proceeds Account
•  Account Number: [●]
•  ABA Routing Number / SWIFT Code: [●]
•  Reference: Halcyon ADR IPO — Rheintal Secondary Proceeds — July 6, 2026
•  Amount: Net secondary proceeds attributable to Rheintal (approximately $172,498,575, subject to final pricing)
For account of Kestrel Capital Partners AG (secondary proceeds):
•  Bank: [●] (to be designated by Henrik Sørensen)
•  Account Name: Kestrel Capital Partners AG — IPO Proceeds Account
•  Account Number: [●]
•  ABA Routing Number / SWIFT Code: [●]
•  Reference: Halcyon ADR IPO — Kestrel Secondary Proceeds — July 6, 2026
•  Amount: Net secondary proceeds attributable to Kestrel (approximately $87,263,985, subject to final pricing)
Important Notes Regarding Wire Instructions:
•  Wire instructions must be confirmed by each recipient party in writing (via email with appropriate confirmatory callback) at least two (2) business days prior to the closing date. Calderwood & Harkness and Varen & Kessler will coordinate the collection and verification of wire instructions.
•  All wire instructions will be subject to a telephonic callback verification protocol to mitigate the risk of wire fraud. No changes to wire instructions will be accepted after the two-business-day deadline unless confirmed through the callback protocol.
•  All amounts are denominated in United States dollars. If any selling shareholder elects to receive its proceeds in euros or another currency, the foreign exchange conversion is the sole responsibility of such selling shareholder and is not the obligation of the underwriters. Neither Calderwood & Harkness nor Varen & Kessler will be responsible for any FX conversion or related risks.
(iii) Confirmation of Funds Receipt
Each recipient (Halcyon, Rheintal, and Kestrel) must confirm receipt of funds by both email and telephone to the following persons promptly upon receipt:
•  Vivienne St. Claire, Calderwood & Harkness LLP (U.S. counsel to the issuer)
•  Martin Ashford, Varen & Kessler LLP (U.S. counsel to the underwriters)
Closing will not be deemed complete until all funds have been received and confirmed by all three recipients (Halcyon, Rheintal, and Kestrel). Upon receipt of all three confirmations, Vivienne St. Claire will circulate a closing confirmation email to the full working group, confirming that the closing has been consummated and that all conditions have been satisfied.
VII. CLOSING DELIVERABLES
This Section VII sets forth the documents, certificates, opinions, and other materials that must be delivered at or prior to closing as conditions to the obligations of the underwriters to purchase the ADSs. The closing deliverables are organized by the delivering party.
A. Documents to be Delivered by Halcyon (Issuer)
The following documents are to be delivered by or on behalf of Halcyon at or prior to closing:
1.  Executed Underwriting Agreement. A fully executed copy of the Underwriting Agreement, dated as of the date of effectiveness of the Registration Statement, among Halcyon, the selling shareholders, and the several underwriters represented by Westbridge Securities LLC. (This document will have been executed prior to the closing date and will be included in the closing set for completeness.)
2.  Executed Pricing Agreement / Terms Agreement. A fully executed copy of the Pricing Agreement, dated as of the pricing date (July 1, 2026), supplementing the Underwriting Agreement and setting forth the final public offering price per ADS, the underwriting discount per ADS, the purchase price per ADS, and the underwriting commitments of each underwriter.
3.  Executed Deposit Agreement. A fully executed copy of the Deposit Agreement, dated as of the closing date, among Halcyon, Meridian Trust Company, N.A. (as Depositary), and holders of ADSs from time to time, governing the terms and conditions of the American Depositary Receipt program.
4.  Officer's Certificate. A certificate, signed by Dr. Friedrich Wendt (CEO) and Katarina Dalmqvist (CFO), in their capacities as officers of the Company, certifying as of the closing date: (a) the accuracy and completeness of the representations and warranties of the Company contained in the Underwriting Agreement as of the date thereof and as of the closing date; (b) the Company's compliance with all covenants and conditions precedent required to be performed or satisfied by the Company under the Underwriting Agreement on or prior to the closing date; and (c) the absence of any material adverse change in the condition (financial or otherwise), results of operations, business, properties, or prospects of the Company and its subsidiaries, taken as a whole, since the date of the most recent financial statements included in the Registration Statement.
5.  Secretary's / General Counsel's Certificate. A certificate, signed by Wilhelm Ostermann (General Counsel), certifying as of the closing date: (a) the adoption and continuing effectiveness of resolutions of the Vorstand (Management Board) and the Aufsichtsrat (Supervisory Board) authorizing the Offering, the execution and delivery of the Underwriting Agreement, the Pricing Agreement, the Deposit Agreement, and the other transaction documents, and the issuance of the new ordinary shares; (b) the incumbency and specimen signatures of the officers of the Company authorized to execute the transaction documents; and (c) the authenticity and completeness of copies of the Company's organizational documents (Satzung, Commercial Register extract, and related constitutional documents).
6.  Lock-Up Letters. Executed lock-up letters from each of the following officers and directors of the Company, in the form agreed upon with Westbridge Securities LLC:
•  Dr. Friedrich Wendt (Chief Executive Officer / Vorstandsvorsitzender)
•  Katarina Dalmqvist (Chief Financial Officer / Finanzvorstand)
•  Dr. Marcus Helder (Chief Technology Officer / Technikvorstand)
•  Ingrid Baumann (Chief Operating Officer / Betriebsvorstand)
•  Wilhelm Ostermann (General Counsel / Leiter Recht)
•  Prof. Dr. Anneliese Voss (Chairwoman of the Supervisory Board / Aufsichtsratsvorsitzende)
7.  Good Standing Certificate / Commercial Register Extract (*Handelsregisterauszug*). A certified extract from the Commercial Register (Handelsregister) at the Amtsgericht München for Halcyon Semiconductor Aktiengesellschaft, dated within [●] business days of the closing date, confirming the Company's registered information, including its registered capital, management board composition, and other relevant details.
8.  Evidence of Capital Increase Registration. Confirmation from Bähr Stein Rechtsanwälte (or a certified copy of the Commercial Register entry) evidencing that the capital increase of 30,000,000 new ordinary shares has been registered in the Commercial Register.
B. Documents to be Delivered by Selling Shareholders
The following documents are to be delivered by or on behalf of each selling shareholder at or prior to closing:
1.  Selling Shareholder Certificates. Certificates, executed by Margarethe Wendt (for Rheintal Industrieholding GmbH) and Henrik Sørensen (for Kestrel Capital Partners AG), confirming as of the closing date the accuracy of the representations and warranties of the respective selling shareholder contained in the Underwriting Agreement, the authority of the selling shareholder to sell its ordinary shares in the Offering, and the good and valid title to the ordinary shares being sold, free and clear of all liens, encumbrances, and restrictions.
2.  Selling Shareholder Lock-Up Letters. Executed 180-day lock-up letters from each of Rheintal and Kestrel, in favor of Westbridge Securities LLC (as Representative), restricting the sale, transfer, pledge, or other disposition of the ordinary shares and ADSs retained by each selling shareholder following the Offering (subject to customary exceptions). The lock-up period runs from July 1, 2026 through December 28, 2026.
3.  Custody Agreements and Powers of Attorney. Confirmation that the Custody Agreements and irrevocable Powers of Attorney previously executed by Margarethe Wendt (for Rheintal) and Henrik Sørensen (for Kestrel) remain in full force and effect as of the closing date and have not been revoked, amended, or modified.
C. Legal Opinions
The following legal opinions are to be delivered at or prior to closing:
1.  Calderwood & Harkness LLP — Opinion on Validity of ADSs. An opinion addressed to the underwriters regarding the ADSs, covering, among other matters: (a) the due authorization and valid issuance of the ADSs under applicable U.S. law; (b) the binding nature and enforceability of the Deposit Agreement; and (c) such other matters as are customary in connection with an initial public offering of ADSs by a foreign private issuer.
2.  Calderwood & Harkness LLP — Negative Assurance (10b-5) Letter. A "negative assurance" or "10b-5" letter addressed to the underwriters, stating that, based on the firm's participation in the preparation of the Registration Statement and prospectus, nothing has come to the attention of the firm that causes it to believe that the Registration Statement (as of its effective date) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the prospectus (as of its date and as of the closing date) contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
3.  Calderwood & Harkness LLP — Tax Opinion. A tax opinion addressed to Halcyon (and referenced in the prospectus), addressing the material U.S. federal income tax consequences of the acquisition, ownership, and disposition of ADSs by U.S. holders, including an analysis and conclusion regarding the Company's status (or expected non-status) as a passive foreign investment company ("PFIC") for the current and anticipated future taxable years.
4.  Varen & Kessler LLP — Opinion to Underwriters (U.S. Law). An opinion addressed to the underwriters regarding certain matters of U.S. federal and New York State law, including, among other matters, the validity of the Underwriting Agreement and the Pricing Agreement, the status of the Registration Statement and prospectus, and the exemption of the Offering from state "blue sky" securities registration requirements.
5.  Bähr Stein Rechtsanwälte PartGmbB — Opinion on German Law Matters. An opinion addressed to the underwriters covering German law matters, including: (a) the valid incorporation and existence of Halcyon as an Aktiengesellschaft under German law; (b) the valid issuance of the 30,000,000 new ordinary shares in accordance with the Aktiengesetz and the Company's Satzung; (c) the sufficiency of the corporate authorizations (Vorstand and Aufsichtsrat resolutions); (d) the valid exclusion of pre-emptive subscription rights (Bezugsrechtsausschluss) in compliance with applicable law; and (e) the enforceability of the German-law governed documents to which the Company is a party.
6.  Prumvane Thornton LLP — Opinion to Underwriters (German Law). An opinion addressed to the underwriters covering German law matters from the perspective of the underwriters' German counsel, including customary matters relating to the valid issuance of the ordinary shares, the due organization of the Company, and the enforceability of relevant documents.
D. Comfort Letters (Auditors)
The following comfort letters are to be delivered by Blackmere & Whitfield in connection with the Offering:
1.  Initial Comfort Letter. An initial comfort letter from Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft (Munich) and Blackmere & Whitfield LLP (New York), delivered at or prior to the effectiveness of the Registration Statement and dated as of the effective date. This comfort letter covers the financial data included in the Registration Statement and prospectus, including selected IFRS financial data for fiscal years 2023 through 2025, the capitalization table, the dilution table, and pro forma financial information.
2.  Bring-Down Comfort Letter. A bring-down comfort letter from Blackmere & Whitfield, dated as of the closing date (July 6, 2026), confirming that, as of a specified cut-off date not more than five business days prior to the closing date, no material changes have occurred with respect to the financial data covered by the initial comfort letter, and that the statements made in the initial comfort letter remain accurate as of the date of the bring-down letter.
Both comfort letters are to be prepared in accordance with Statement on Auditing Standards No. 72 ("SAS 72") (Letters for Underwriters and Certain Other Requesting Parties) issued by the American Institute of Certified Public Accountants, and to the extent applicable, the International Standard on Assurance Engagements 3000 (Revised) ("ISAE 3000"). The comfort letters cover, among other matters, the specified financial data in the prospectus, change-period procedures, and capsule financial information.
The lead engagement partner is Dieter Kaufmann (Wirtschaftsprüfer) at the Munich office of Blackmere & Whitfield. The PCAOB-registered firm contact is Graham Templeton (Partner) at the New York office of Blackmere & Whitfield.
E. Other Deliverables
The following additional deliverables are required at or prior to closing:
1.  FINRA No-Objections Letter. A letter from FINRA confirming that it has no objection to the underwriting terms and compensation arrangements for the Offering, as described in Section V.D above.
2.  Nasdaq Listing Approval Confirmation. Written confirmation from The Nasdaq Stock Market LLC that the ADSs have been approved for listing on the Nasdaq Global Select Market under the ticker symbol "HCYN," as described in Section V.C above.
3.  DTC Eligibility Letter / Confirmation. Written confirmation from DTC (or from Meridian Trust or Crestfield, as applicable) that the ADSs are eligible for book-entry delivery, clearance, and settlement through DTC's facilities, as described in Section V.E above.
4.  Evidence of Effectiveness of Registration Statements. Copies of: (a) the SEC order or notification declaring the Registration Statement on Form F-1 effective under the Securities Act; and (b) the effective Registration Statement on Form F-6 for the ADSs.
5.  Blue Sky / State Securities Law Memorandum. If applicable, a memorandum from Calderwood & Harkness LLP or Varen & Kessler LLP regarding the availability of exemptions from state securities registration requirements under the National Securities Markets Improvement Act of 1996 ("NSMIA") for securities listed on the Nasdaq Global Select Market, or confirming that no state-level "blue sky" filings or qualifications are required.
6.  Evidence of D&O Insurance Placement. A binder or certificate from Clearwater D&O Insurance Brokers Ltd. (Emma Callister, Managing Director) confirming the placement of a U.S.-compliant directors' and officers' liability insurance program for Halcyon and its subsidiaries, with total aggregate limits of $75,000,000, structured as follows:
The estimated annual premium for the D&O program is $2,800,000. The D&O insurance program must be in place as of the closing date to satisfy the requirements of the Underwriting Agreement and to provide appropriate protection for the Company's directors and officers in connection with their obligations under U.S. securities law as a public company.
VIII. Ashgrove Enterprises / DTC SETTLEMENT COORDINATION
This Section VIII provides additional detail on the cross-border settlement coordination between Ashgrove Enterprises Banking AG (Germany) and The Depository Trust Company (United States), which is a central feature of the closing mechanics for this Offering.
A. Cross-Border Bridge
The Offering involves a cross-border settlement in which the underlying ordinary shares of Halcyon are held through Ashgrove Enterprises Banking AG in Frankfurt, while the ADSs representing those ordinary shares are delivered through DTC in New York. In many cross-border transactions, the Ashgrove Enterprises-DTC bridge (an electronic link maintained between Ashgrove Enterprises and DTC for the cross-border settlement of securities) is used to facilitate settlement. However, for this Offering, the Ashgrove Enterprises-DTC bridge is not used for the primary settlement.
Instead, the settlement follows a two-step process:
(i) Ashgrove Enterprises side: The ordinary shares are deposited into the German sub-custodian's account at Ashgrove Enterprises Banking AG.
(ii) New York side: Upon confirmation of the deposit of ordinary shares, Meridian Trust Company, N.A. issues ADSs and delivers them through DTC to the underwriter accounts.
This two-step approach avoids the operational complexities and potential timing risks associated with using the Ashgrove Enterprises-DTC bridge for the initial offering settlement, where the volume and timing requirements are particularly demanding. The two-step approach provides clearer accountability at each stage and allows for more direct monitoring by the parties.
B. Ashgrove Enterprises Side (Germany)
All 42,800,000 ordinary shares (comprising 30,000,000 newly issued shares and 12,800,000 secondary shares from the selling shareholders) are to be credited to the German sub-custodian's account at Ashgrove Enterprises Banking AG.
The Ashgrove Enterprises settlement will follow the standard T+2 settlement cycle applicable to German equities. Pre-matched free-of-payment (FOP) instructions must be entered by all delivering parties (Halcyon or its agent, Rheintal's custodian bank, and Kestrel's custodian bank) and the receiving sub-custodian. The pre-matching of instructions ensures that the Ashgrove Enterprises system can process the deliveries promptly when the settlement window opens.
Settlement deadline: The final Ashgrove Enterprises settlement deadline for FOP deliveries on July 6, 2026 is 18:00 CEST (6:00 p.m. Central European Summer Time). However, the target for completion of all ordinary share deliveries to the sub-custodian's Ashgrove Enterprises account is significantly earlier — by the opening of business CEST (approximately 7:00–10:00 a.m. CEST) — to allow sufficient time for the New York-side ADS issuance and DTC settlement to be completed during U.S. business hours.
Ashgrove Enterprises identifiers for Halcyon ordinary shares:
•  Wertpapierkennnummer (WKN): [●]
•  ISIN: [●]
These identifiers will be confirmed upon the creation of the new ordinary shares in Ashgrove Enterprises's system following registration of the capital increase in the Commercial Register.
C. DTC Side (New York)
The 21,400,000 ADSs will be delivered through DTC's book-entry system to the DTC participant accounts of the underwriters.
DTC identifiers for the ADSs:
•  CUSIP number: [●] (to be assigned by CUSIP Global Services)
•  ISIN: [●] (to be assigned)
The ADSs will be delivered on a delivery-versus-payment (DVP) basis, meaning that the ADSs will be credited to the underwriter DTC participant accounts simultaneously against payment of the aggregate purchase price. This DVP settlement ensures that neither the ADSs nor the purchase price changes hands without the simultaneous exchange of the other, thereby eliminating counterparty settlement risk.
DTC settlement cutoff: The final settlement cutoff for DVP deliveries through DTC on July 6, 2026 is 3:30 p.m. Eastern Time. All settlement instructions must be entered and matched prior to this cutoff. However, the target is to complete DTC settlement well in advance of this cutoff — ideally by 12:00 p.m. Eastern Time — to allow time for resolution of any issues and for confirmation of all funds flows.
D. Timing Coordination
The critical challenge in the closing mechanics is the coordination of the time zones between Frankfurt (CEST) and New York (EDT). In July, Central European Summer Time (CEST) is UTC+2 and Eastern Daylight Time (EDT) is UTC-4, resulting in a six-hour time difference (CEST is six hours ahead of EDT).
The following timeline illustrates the int