1032-00003 · Client 1032 · Closing

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CONFIDENTIAL

GENERAL COUNSEL'S CERTIFICATE

Halcyon Semiconductor Aktiengesellschaft

Certificate Delivered Pursuant to Section [__] of the Underwriting Agreement

[FORM — TO BE EXECUTED AT CLOSING]

This General Counsel's Certificate (this "Certificate") is delivered in connection with the Underwriting Agreement dated as of [●], 2026 (the "Underwriting Agreement"), among Halcyon Semiconductor Aktiengesellschaft, a German Aktiengesellschaft ("HSAG" or the "Company"), Rheintal Industrieholding Gesellschaft mit beschränkter Haftung and Kestrel Capital Partners Aktiengesellschaft, as selling shareholders (collectively, the "Selling Shareholders"), and the several underwriters listed in Schedule I thereto (the "Underwriters"), for whom Westbridge Securities LLC is acting as representative (the "Representative").

I, Wilhelm Ostermann, General Counsel (Chefjustitiar) of Halcyon Semiconductor Aktiengesellschaft, a stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany, do hereby certify the following in my capacity as General Counsel of the Company. I am duly authorized to deliver this Certificate on behalf of the Company in connection with the closing (the "Closing") occurring on [●], 2026 (the "Closing Date") of the initial public offering in the United States of American Depositary Shares ("ADSs"), each representing two (2) ordinary shares (Stammaktien) of the Company, no par value (Stückaktien) (the "Ordinary Shares").

This Certificate is delivered pursuant to the obligation of the Company under Section [__] of the Underwriting Agreement, which requires, as a condition to the obligations of the Underwriters at the Closing, the delivery of a certificate of the General Counsel of the Company in substantially the form set forth herein. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Underwriting Agreement.

This Certificate is delivered in connection with the offering and sale of (i) ADSs representing newly issued Ordinary Shares of the Company and (ii) ADSs representing existing Ordinary Shares of the Company held by the Selling Shareholders (collectively, the "Offering"), pursuant to the Registration Statement on Form F-1 (File No. [●]) (as amended or supplemented from time to time, the "Registration Statement"), including the prospectus forming a part thereof (the "Prospectus"), filed with the Securities and Exchange Commission (the "SEC"). The ADSs are being listed on the Nasdaq Global Select Market (the "Nasdaq") under the ticker symbol "HCYN."

In rendering the certifications set forth below, I have examined originals or copies, certified or otherwise identified to my satisfaction, of such corporate records, documents, certificates, and other instruments as I have deemed necessary or appropriate for the purposes of this Certificate, including, without limitation, the Company's organizational documents, resolutions of the Management Board (Vorstand) and the Supervisory Board (Aufsichtsrat), the Registration Statement, the Underwriting Agreement, the Deposit Agreement, and such other documents and instruments as I have considered relevant.

I hereby certify as follows:

Section 1: Corporate Organization and Good Standing

1.1. The Company is duly organized and validly existing as an Aktiengesellschaft (stock corporation) under the laws of the Federal Republic of Germany. The Company was duly incorporated in accordance with the provisions of the German Stock Corporation Act (Aktiengesetz, or "AktG") and is validly registered with the commercial register (Handelsregister) of the Local Court (Amtsgericht) of Munich (München) under registration number HRB 217458.

1.2. The registered seat (Sitz) of the Company is Munich, Germany, and the headquarters and principal executive offices of the Company are located at Maximilianstraße 72, 80539 Munich, Federal Republic of Germany.

1.3. The Company has the requisite corporate power and authority (Rechtsfähigkeit) under the AktG and its Articles of Association (Satzung) to own, lease, and operate its properties and assets and to conduct its business as presently conducted and as described in the Registration Statement and the Prospectus. The Company possesses all material governmental licenses, permits, authorizations, consents, and approvals necessary for the ownership of its properties and the conduct of its business as described in the Registration Statement and the Prospectus, except where the failure to possess such licenses, permits, authorizations, consents, or approvals would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (as defined in the Underwriting Agreement).

1.4. Attached hereto as Annex A is a certified extract (beglaubigter Handelsregisterauszug) from the commercial register (Handelsregister) of the Amtsgericht München for the Company (HRB 217458), dated not more than five (5) business days prior to the Closing Date, which extract accurately reflects the current registration of the Company with the commercial register as of the date of such extract.

Section 2: Certification of Organizational Documents

2.1. Attached hereto as the following Annexes are true, complete, and correct copies of the organizational documents of the Company, each as currently in full force and effect and unamended as of the date hereof:

(a) Annex B: The Articles of Association (Satzung) of Halcyon Semiconductor Aktiengesellschaft, as most recently amended by resolution of the general meeting (Hauptversammlung) on [●], and registered with the commercial register on [●], certified by me as a true, complete, and correct copy of the original;

(b) Annex C: The Rules of Procedure of the Management Board (Geschäftsordnung des Vorstands), as most recently amended on [●], certified by me as a true, complete, and correct copy of the original; and

(c) Annex D: The Rules of Procedure of the Supervisory Board (Geschäftsordnung des Aufsichtsrats), as most recently amended on [●], certified by me as a true, complete, and correct copy of the original.

2.2. I hereby confirm that no amendments to the Satzung, the Geschäftsordnung des Vorstands, or the Geschäftsordnung des Aufsichtsrats have been adopted, proposed, or submitted for registration with the commercial register since [●] (the date of the most recent amendment to such documents), other than as described in the Registration Statement and the Prospectus. The copies of such documents attached hereto as Annexes B, C, and D, respectively, reflect the full and complete text of such documents as currently in effect.

Section 3: Authorization — Management Board (*Vorstand*) Resolutions

3.1. Attached hereto as Annex E are true, complete, and correct copies of resolutions duly adopted by the Management Board (Vorstand) of the Company at a meeting duly convened and held on [●], 2026, at which a quorum was present throughout. Such resolutions were adopted by the requisite vote of the members of the Management Board in accordance with the Satzung, the Geschäftsordnung des Vorstands, and applicable provisions of the AktG, authorizing the following:

(a) The issuance of up to 30,000,000 new Ordinary Shares (Stammaktien), no par value (Stückaktien), from authorized capital (genehmigtes Kapital) pursuant to Article [●] of the Satzung and Section 202 et seq. of the AktG in connection with the Offering, with the exclusion of the pre-emptive subscription rights (Bezugsrechte) of existing shareholders (Bezugsrechtsausschluss) in accordance with Sections 203 and 186(3) sentence 4 and 186(4) of the AktG;

(b) The preparation, execution, and filing of the Registration Statement on Form F-1 and the Registration Statement on Form F-6 relating to the ADSs with the SEC, and any amendments or supplements thereto, and the authorization of the officers of the Company to execute and file the same;

(c) The execution and delivery of the Underwriting Agreement among the Company, the Selling Shareholders, and the Underwriters, and the Pricing Agreement to be entered into in connection therewith, on terms substantially consistent with those presented to the Management Board;

(d) The execution and delivery of the Deposit Agreement among the Company, Meridian Trust Company, National Association, as depositary (the "Depositary"), and all holders and beneficial owners of ADSs from time to time, and the performance by the Company of its obligations thereunder;

(e) The listing of the ADSs on the Nasdaq Global Select Market under the ticker symbol "HCYN" and the authorization of the officers of the Company to execute, deliver, and file all applications, agreements, and other documents required in connection therewith;

(f) The execution and delivery of any and all other agreements, certificates, instruments, and documents contemplated by the Underwriting Agreement or otherwise necessary, advisable, or desirable in connection with the Offering and the transactions contemplated thereby, including, without limitation, lock-up agreements, transfer agent agreements, and such other ancillary documents as the officers of the Company may deem appropriate; and

(g) The authorization of the officers of the Company, including specifically Dr. Friedrich Wendt, Chief Executive Officer (Vorstandsvorsitzender), and Katarina Dalmqvist, Chief Financial Officer (Finanzvorstand), acting individually or jointly (and, in each case, with full power of substitution and delegation), to take all such further actions and to execute and deliver all such further agreements, certificates, instruments, and documents as any such officer may deem necessary, advisable, or desirable to carry out and consummate the transactions contemplated by the foregoing resolutions and the Underwriting Agreement.

3.2. I hereby confirm that the resolutions of the Management Board attached hereto as Annex E have not been amended, modified, supplemented, or rescinded in any respect since their adoption and remain in full force and effect as of the date hereof. No other resolutions have been adopted by the Management Board that would in any way impair, limit, or modify the authorizations set forth in such resolutions.

Section 4: Authorization — Supervisory Board (*Aufsichtsrat*) Resolutions

4.1. Attached hereto as Annex F are true, complete, and correct copies of resolutions duly adopted by the Supervisory Board (Aufsichtsrat) of the Company at a meeting duly convened and held on [●], 2026, at which a quorum was present throughout. Such resolutions were adopted by the requisite vote of the members of the Supervisory Board in accordance with the Satzung, the Geschäftsordnung des Aufsichtsrats, and applicable provisions of the AktG, approving the following:

(a) The consent to the issuance by the Management Board of up to 30,000,000 new Ordinary Shares (Stammaktien), no par value (Stückaktien), from authorized capital (genehmigtes Kapital) pursuant to Article [●] of the Satzung, with the exclusion of pre-emptive subscription rights (Bezugsrechtsausschluss) of existing shareholders, as required under the Satzung and applicable provisions of the AktG, including Sections 202, 203, and 186(3) sentence 4 and 186(4) thereof;

(b) The consent to the listing of the ADSs, each representing two (2) Ordinary Shares, on the Nasdaq Global Select Market in the United States under the ticker symbol "HCYN," and the Company's compliance with the ongoing reporting and governance obligations associated with such listing and with the Company's status as a foreign private issuer under the U.S. Securities Exchange Act of 1934, as amended;

(c) The consent to the execution and delivery by the Company of the Underwriting Agreement, the Deposit Agreement, and all related transaction documents in connection with the Offering, on terms substantially consistent with those presented to the Supervisory Board; and

(d) Such other approvals and consents as were set forth in the resolutions adopted at such meeting, as more fully reflected in Annex F.

4.2. I hereby confirm that Prof. Dr. Anneliese Voss, Chair of the Supervisory Board (Aufsichtsratsvorsitzende), presided over the meeting at which such resolutions were adopted, and that such meeting was duly convened and held in accordance with the Satzung, the Geschäftsordnung des Aufsichtsrats, and applicable law.

4.3. I further confirm that the resolutions of the Supervisory Board attached hereto as Annex F have not been amended, modified, supplemented, or rescinded in any respect since their adoption and remain in full force and effect as of the date hereof. A quorum was present at the meeting at which such resolutions were adopted, and the resolutions were adopted by the requisite vote of the members of the Supervisory Board as prescribed by the Satzung and applicable provisions of the AktG. No other resolutions have been adopted by the Supervisory Board that would in any way impair, limit, or modify the approvals and consents set forth in such resolutions.

Section 5: Share Capital

5.1. I hereby certify with respect to the share capital (Grundkapital) of the Company as follows:

(a) Pre-Offering Share Capital. As of the date hereof, immediately prior to the issuance of any new Ordinary Shares in connection with the Offering, the registered and issued share capital of the Company consists of 215,000,000 Ordinary Shares (Stammaktien), no par value (Stückaktien), each with a notional value of EUR 1.00, all of which are issued and outstanding, fully paid, and non-assessable (vollständig eingezahlt).

(b) New Ordinary Shares. In connection with the Offering, the Company will issue up to 30,000,000 new Ordinary Shares from authorized capital (genehmigtes Kapital) pursuant to the resolutions of the Management Board and the Supervisory Board described in Sections 3 and 4 of this Certificate, respectively.

(c) Post-Offering Share Capital (Assuming No Exercise of the Overallotment Option). Immediately following the issuance of the new Ordinary Shares in the Offering (and assuming no exercise of the overallotment option described below), the registered and issued share capital of the Company will consist of 245,000,000 Ordinary Shares, issued and outstanding.

(d) Overallotment Option. Pursuant to the Underwriting Agreement, the Company has granted to the Underwriters an option, exercisable in whole or in part for a period of 30 days following the date of the Prospectus, to purchase up to an additional 3,210,000 ADSs (representing up to 6,420,000 Ordinary Shares) at the public offering price less the underwriting discounts and commissions set forth in the Underwriting Agreement. If the overallotment option is exercised in full, the total number of Ordinary Shares issued and outstanding following the Offering will be 251,420,000.

5.2. I hereby confirm that the new Ordinary Shares to be issued in connection with the Offering, when issued and delivered in accordance with the terms of the Underwriting Agreement and the related resolutions of the Management Board and the Supervisory Board, and upon registration of the corresponding capital increase (Kapitalerhöhung) with the commercial register (Handelsregister) of the Amtsgericht München, will be duly authorized, validly issued, fully paid, and non-assessable (vollständig eingezahlt). The new Ordinary Shares will rank pari passu in all respects with the existing Ordinary Shares of the Company, including, without limitation, with respect to dividend rights and voting rights.

5.3. I further confirm that the pre-emptive subscription rights (Bezugsrechte) of the existing shareholders of the Company with respect to the new Ordinary Shares to be issued in connection with the Offering have been validly excluded (Bezugsrechtsausschluss) in accordance with the provisions of the Satzung and Sections 203 and 186(3) sentence 4 and 186(4) of the AktG. The Management Board has prepared a written report (schriftlicher Bericht) to the general meeting in accordance with Section 186(4) sentence 2 of the AktG (as applicable by reference pursuant to Section 203(2) sentence 2 of the AktG) setting forth the reasons for the exclusion of pre-emptive rights, and such report has been made available to the shareholders of the Company in accordance with applicable law.

Section 6: Incumbency of Officers and Directors

6.1. I hereby certify that the following persons are the duly elected or appointed members of the Management Board (Vorstand) of the Company as of the date hereof, holding the offices set forth opposite their respective names, and that the signatures set forth opposite their names are their true and genuine signatures:

Management Board (*Vorstand*)

6.2. I hereby certify that the following person is the duly elected Chair of the Supervisory Board (Aufsichtsrat) of the Company as of the date hereof:

Supervisory Board (*Aufsichtsrat*) — Chair

A full and complete list of all members of the Supervisory Board is set forth in the Satzung and has been previously disclosed to the Representative in connection with the Offering and is reflected in the Registration Statement and the Prospectus.

6.3. I further certify the following with respect to myself:

Other Officers.

6.4. Each officer named in Sections 6.1, 6.2, and 6.3 above who is a signatory to any of the documents and instruments contemplated by the Underwriting Agreement has been duly authorized, by virtue of the resolutions of the Management Board and/or the Supervisory Board described in Sections 3 and 4 of this Certificate, or by virtue of the general authority vested in such officer by the Satzung and applicable law, to execute and deliver, on behalf of the Company, the Underwriting Agreement, the Deposit Agreement, and each other document and instrument to which the Company is a party and to which such officer is a signatory.

Section 7: No Conflict; Authority

7.1. I hereby certify that, to my knowledge (after due inquiry), the execution, delivery, and performance by the Company of the Underwriting Agreement, the Pricing Agreement, the Deposit Agreement, and each other transaction document to which the Company is a party in connection with the Offering (collectively, the "Transaction Documents"):

(a) Have been duly authorized by all necessary corporate action on the part of the Company, including the resolutions of the Management Board (Vorstand) and the Supervisory Board (Aufsichtsrat) described in Sections 3 and 4 of this Certificate, respectively, and no further corporate action on the part of the Company, its Management Board, its Supervisory Board, or its shareholders (Hauptversammlung) is required for the valid execution, delivery, and performance of the Transaction Documents by the Company;

(b) Do not and will not violate, conflict with, result in a breach of, or constitute a default (or an event that, with the giving of notice or lapse of time or both, would constitute a default) under, any provision of the Company's Articles of Association (Satzung), the Rules of Procedure of the Management Board (Geschäftsordnung des Vorstands), or the Rules of Procedure of the Supervisory Board (Geschäftsordnung des Aufsichtsrats);

(c) Do not and will not violate, conflict with, result in a breach of, or constitute a default (or an event that, with the giving of notice or lapse of time or both, would constitute a default) under, or result in the creation or imposition of any lien, charge, or encumbrance upon any property or asset of the Company or any of its subsidiaries under, any material agreement, indenture, mortgage, deed of trust, loan agreement, credit facility, note, bond, lease, license, permit, instrument, order, judgment, writ, injunction, or decree to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or any of their respective properties or assets may be bound, in each case as would be material to the Company and its subsidiaries taken as a whole; and

(d) Do not and will not require any consent, approval, authorization, order, registration, qualification, or filing of or with any court, governmental authority, regulatory body, or other third party (whether domestic or foreign), except for (i) filings with the SEC that have been made or will be timely made, including the Registration Statement and any post-effective amendments thereto, (ii) filings and applications with Nasdaq in connection with the listing of the ADSs, (iii) filings with the commercial register (Handelsregister) of the Amtsgericht München in connection with the registration of the capital increase (Kapitalerhöhung) relating to the new Ordinary Shares, and (iv) such consents, approvals, authorizations, orders, registrations, qualifications, or filings as may be required under state securities or "blue sky" laws in connection with the purchase and distribution of the ADSs by the Underwriters.

Section 8: No Amendments or Proceedings

8.1. I hereby certify that, since the respective dates of the most recent resolutions of the Management Board (Vorstand) and the Supervisory Board (Aufsichtsrat) attached hereto as Annexes E and F, respectively:

(a) No amendments to the Articles of Association (Satzung) of the Company have been adopted, proposed, submitted for shareholder approval, or filed for registration with the commercial register (Handelsregister), other than as described in the Registration Statement and the Prospectus;

(b) No proceedings of any nature have been instituted, commenced, or, to my knowledge, threatened by or against the Company or any of its subsidiaries for the dissolution (Auflösung), liquidation (Abwicklung), insolvency (Insolvenz), winding-up, or similar proceeding of the Company or any of its material subsidiaries, nor has any petition been filed or any application been made for the opening of insolvency proceedings (Insolvenzverfahren) with respect to the Company or any of its material subsidiaries; and

(c) No proceedings of any nature have been instituted, commenced, or, to my knowledge, threatened to revoke, cancel, annul, modify, or otherwise challenge the validity or effectiveness of any corporate authorization, resolution, or action referenced in this Certificate, including, without limitation, the resolutions of the Management Board and the Supervisory Board authorizing the transactions contemplated by the Underwriting Agreement.

Section 9: Subsidiaries

9.1. I hereby certify that, as of the date hereof, the following entities constitute the material subsidiaries of the Company, and each such subsidiary is duly organized, validly existing, and (where applicable) in good standing under the laws of its respective jurisdiction of organization:

9.2. The foregoing list of material subsidiaries is consistent with the disclosures set forth in the Registration Statement and the Prospectus regarding the Company's subsidiaries and corporate structure. Each such subsidiary has been duly organized in accordance with the applicable laws of its respective jurisdiction and possesses the corporate or other organizational power and authority to own, lease, and operate its properties and to carry on its business as presently conducted. All of the outstanding shares of capital stock or other equity interests of each such subsidiary are owned, directly or indirectly, by the Company, free and clear of any liens, pledges, security interests, claims, or encumbrances, except as disclosed in the Registration Statement and the Prospectus.

Section 10: Representations Regarding Registration Statement and Prospectus

10.1. I have reviewed the Registration Statement on Form F-1 (File No. [●]), including the Prospectus forming a part thereof, filed with the SEC in connection with the Offering, and all amendments and supplements thereto through the date hereof.

10.2. Based upon my review of the Registration Statement and the Prospectus and my familiarity with the affairs of the Company in my capacity as General Counsel, I hereby certify that, to my knowledge:

(a) The descriptions of the Company's organizational documents, corporate governance structure, Management Board and Supervisory Board compositions, share capital, authorized capital, and corporate authorizations contained in the Registration Statement and the Prospectus (including, without limitation, the sections thereof entitled "Description of Share Capital and Articles of Association," "Management," "Corporate Governance," and "Principal and Selling Shareholders," or words to similar effect) are accurate in all material respects as of the date hereof; and

(b) The documents attached hereto as Annexes B, C, D, E, and F are the documents described in the Registration Statement and the Prospectus as the Company's charter documents, governing instruments, and corporate authorizations relating to the Offering, and such documents are the same documents that were filed as exhibits to the Registration Statement or otherwise made available to the SEC in connection therewith (with such Annexes being the original German-language versions thereof and, where applicable, accompanied by certified English-language translations).

Section 11: Reliance

11.1. This Certificate is being delivered pursuant to Section [__] of the Underwriting Agreement as a condition to the obligations of the Underwriters at the Closing. This Certificate, and the certifications, representations, and confirmations contained herein, may be relied upon by each of the following:

(a) The Underwriters, including Westbridge Securities LLC, Pinnacle Morgan & Co., Inc., Andover Barcliffe Group Inc., and Northpointe Capital LLC, and each of their respective successors and assigns;

(b) Varen & Kessler LLP, as counsel to the Underwriters;

(d) Bähr Stein Rechtsanwälte PartGmbB, as German counsel to the Company; and

(e) Prumvane Thornton LLP, as German counsel to the Underwriters.

11.2. Each of the foregoing parties may rely upon this Certificate and the Annexes attached hereto as if this Certificate had been addressed and delivered directly to such party. This Certificate is being delivered solely for the purposes described herein and in the Underwriting Agreement, and may not be relied upon by, or furnished to, any other person or entity, or used for any other purpose, without the prior written consent of the Company.

[Signature Page Follows]

IN WITNESS WHEREOF, I have executed this General Counsel's Certificate as of the [●] day of [●], 2026.

HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT

By: ________

Name: Wilhelm Ostermann

Title: General Counsel (Chefjustitiar)

Place of Execution: Munich, Germany

Date: ________

LIST OF ANNEXES

The following Annexes are attached hereto and incorporated herein by reference:

Annex A: Certified extract (beglaubigter Handelsregisterauszug) from the commercial register (Handelsregister) of the Amtsgericht München for Halcyon Semiconductor Aktiengesellschaft (HRB 217458), dated not more than five (5) business days prior to the Closing Date.

Annex B: Articles of Association (Satzung) of Halcyon Semiconductor Aktiengesellschaft, as most recently amended (certified copy).

Annex C: Rules of Procedure of the Management Board (Geschäftsordnung des Vorstands) of Halcyon Semiconductor Aktiengesellschaft, as most recently amended (certified copy).

Annex D: Rules of Procedure of the Supervisory Board (Geschäftsordnung des Aufsichtsrats) of Halcyon Semiconductor Aktiengesellschaft, as most recently amended (certified copy).

Annex E: Resolutions of the Management Board (Vorstand) of Halcyon Semiconductor Aktiengesellschaft dated [●], 2026 (certified copy).

Annex F: Resolutions of the Supervisory Board (Aufsichtsrat) of Halcyon Semiconductor Aktiengesellschaft dated [●], 2026 (certified copy).

[Annexes A through F to be attached at Closing]

DRAFTING NOTES — INTERNAL WORKING DRAFT — NOT FOR EXECUTION

The following notes are for the internal use of Calderwood & Harkness LLP and coordinating counsel only. These notes are not part of the Certificate and must be removed from any execution version of this document.

1. Prepared by: Calderwood & Harkness LLP, as U.S. counsel to the Company, for use at the Closing of the Offering (target Closing Date: July 6, 2026). This form is subject to further revision as the Underwriting Agreement is finalized.

2. Bracketed Items: All items indicated by brackets ("[●]" or "[__]") are to be completed closer to the Closing Date once the relevant information is finalized. This includes, in particular: (a) the exact date of the Underwriting Agreement; (b) the SEC File Number assigned to the Registration Statement on Form F-1; (c) the specific Section number of the Underwriting Agreement requiring delivery of this Certificate; (d) the dates of the Vorstand and Aufsichtsrat resolutions; and (e) the dates of the most recent amendments to the organizational documents.

3. Annex Contents: The contents of Annexes A through F are to be finalized by Bähr Stein Rechtsanwälte PartGmbB, as German counsel to the Company, in coordination with Calderwood & Harkness LLP. Annexes B through F should include German-language originals together with certified English-language translations. Bähr Stein to confirm the form and substance of the certified English translations.

4. Section Cross-References: The cross-references to specific Sections of the Underwriting Agreement (e.g., Section [__] in the recitals and Section 11) are to be confirmed once the Underwriting Agreement is in executed final form. Coordinate with Varen & Kessler LLP on the final form of the Underwriting Agreement to ensure consistency.

5. Authorized Capital (*Genehmigtes Kapital*): Confirm with Bähr Stein that the Company's authorized capital provisions in the Satzung are sufficient to cover both (a) the 30,000,000 new Ordinary Shares to be issued in the primary offering and (b) up to 6,420,000 additional Ordinary Shares issuable upon full exercise of the overallotment option, for a total of up to 36,420,000 new Ordinary Shares. If the existing authorized capital is insufficient, additional shareholder authorization may be required prior to Closing.

6. Incumbency Section: The incumbency section (Section 6) currently lists only the Chair of the Supervisory Board (Prof. Dr. Anneliese Voss). Review the Underwriting Agreement to determine whether Varen & Kessler or the Underwriters require incumbency certifications for additional members of the Supervisory Board. If so, Section 6.2 will need to be expanded to include a full incumbency table for all Supervisory Board members.

7. Notarial Certification / Apostille: Discuss with Varen & Kessler whether they require a notarial certification (notarielle Beglaubigung) or apostille for the Handelsregister extract (Annex A) and/or the Satzung (Annex B). Under certain circumstances, U.S. counsel to the Underwriters may require apostilled copies of German corporate documents pursuant to the Hague Apostille Convention. If so, coordinate with Bähr Stein to obtain the necessary notarial certifications and apostilles in advance of the Closing.

8. German-Language Originals: Coordinate with Bähr Stein regarding the preparation of German-language originals and certified English translations of all Annexes. All Annexes should be available in both German and English for delivery at Closing.

9. Specimen Signatures: Confirm whether the Underwriters or their counsel require original wet-ink specimen signatures of the officers listed in Section 6 or whether signature pages with printed specimen signatures will be acceptable. Consider whether a separate incumbency and specimen signature certificate is also required under the Underwriting Agreement.

10. Coordination with Selling Shareholders' Counsel: The Selling Shareholders (Rheintal Industrieholding GmbH and Kestrel Capital Partners AG) will be delivering their own closing certificates and documents. Coordinate with counsel to the Selling Shareholders to ensure consistency between the Company's closing deliverables and those of the Selling Shareholders, particularly with respect to share capital and authorized capital certifications.

Name	Title	Signature
Dr. Friedrich Wendt	Chief Executive Officer (Vorstandsvorsitzender)	________
Katarina Dalmqvist	Chief Financial Officer (Finanzvorstand)	________
Dr. Marcus Helder	Chief Technology Officer	________
Ingrid Baumann	Chief Operating Officer	________
Name	Title	Signature
Prof. Dr. Anneliese Voss	Chair of the Supervisory Board (Aufsichtsratsvorsitzende)	________
Name	Title	Signature
Wilhelm Ostermann	General Counsel (Chefjustitiar)	________
Subsidiary	Jurisdiction of Organization	Ownership by the Company
Halcyon Semiconductor USA Inc.	State of Delaware, United States of America	100% (direct)
Halcyon Power Solutions GmbH	Dresden, Federal Republic of Germany	100% (direct)
Halcyon Asia Pacific Pte. Ltd.	Republic of Singapore	100% (direct)
Halcyon Shanghai Semiconductor Co., Ltd.	Shanghai, People's Republic of China (WFOE)	100% (direct)
Halcyon Automotive Components s.r.o.	Brno, Czech Republic	100% (direct)

CONFIDENTIAL
GENERAL COUNSEL'S CERTIFICATE
Halcyon Semiconductor Aktiengesellschaft
Certificate Delivered Pursuant to Section [__] of the Underwriting Agreement
[FORM — TO BE EXECUTED AT CLOSING]
This General Counsel's Certificate (this "Certificate") is delivered in connection with the Underwriting Agreement dated as of [●], 2026 (the "Underwriting Agreement"), among Halcyon Semiconductor Aktiengesellschaft, a German Aktiengesellschaft ("HSAG" or the "Company"), Rheintal Industrieholding Gesellschaft mit beschränkter Haftung and Kestrel Capital Partners Aktiengesellschaft, as selling shareholders (collectively, the "Selling Shareholders"), and the several underwriters listed in Schedule I thereto (the "Underwriters"), for whom Westbridge Securities LLC is acting as representative (the "Representative").
I, Wilhelm Ostermann, General Counsel (Chefjustitiar) of Halcyon Semiconductor Aktiengesellschaft, a stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany, do hereby certify the following in my capacity as General Counsel of the Company. I am duly authorized to deliver this Certificate on behalf of the Company in connection with the closing (the "Closing") occurring on [●], 2026 (the "Closing Date") of the initial public offering in the United States of American Depositary Shares ("ADSs"), each representing two (2) ordinary shares (Stammaktien) of the Company, no par value (Stückaktien) (the "Ordinary Shares").
This Certificate is delivered pursuant to the obligation of the Company under Section [__] of the Underwriting Agreement, which requires, as a condition to the obligations of the Underwriters at the Closing, the delivery of a certificate of the General Counsel of the Company in substantially the form set forth herein. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Underwriting Agreement.
This Certificate is delivered in connection with the offering and sale of (i) ADSs representing newly issued Ordinary Shares of the Company and (ii) ADSs representing existing Ordinary Shares of the Company held by the Selling Shareholders (collectively, the "Offering"), pursuant to the Registration Statement on Form F-1 (File No. [●]) (as amended or supplemented from time to time, the "Registration Statement"), including the prospectus forming a part thereof (the "Prospectus"), filed with the Securities and Exchange Commission (the "SEC"). The ADSs are being listed on the Nasdaq Global Select Market (the "Nasdaq") under the ticker symbol "HCYN."
In rendering the certifications set forth below, I have examined originals or copies, certified or otherwise identified to my satisfaction, of such corporate records, documents, certificates, and other instruments as I have deemed necessary or appropriate for the purposes of this Certificate, including, without limitation, the Company's organizational documents, resolutions of the Management Board (Vorstand) and the Supervisory Board (Aufsichtsrat), the Registration Statement, the Underwriting Agreement, the Deposit Agreement, and such other documents and instruments as I have considered relevant.
I hereby certify as follows:
Section 1: Corporate Organization and Good Standing
1.1. The Company is duly organized and validly existing as an Aktiengesellschaft (stock corporation) under the laws of the Federal Republic of Germany. The Company was duly incorporated in accordance with the provisions of the German Stock Corporation Act (Aktiengesetz, or "AktG") and is validly registered with the commercial register (Handelsregister) of the Local Court (Amtsgericht) of Munich (München) under registration number HRB 217458.
1.2. The registered seat (Sitz) of the Company is Munich, Germany, and the headquarters and principal executive offices of the Company are located at Maximilianstraße 72, 80539 Munich, Federal Republic of Germany.
1.3. The Company has the requisite corporate power and authority (Rechtsfähigkeit) under the AktG and its Articles of Association (Satzung) to own, lease, and operate its properties and assets and to conduct its business as presently conducted and as described in the Registration Statement and the Prospectus. The Company possesses all material governmental licenses, permits, authorizations, consents, and approvals necessary for the ownership of its properties and the conduct of its business as described in the Registration Statement and the Prospectus, except where the failure to possess such licenses, permits, authorizations, consents, or approvals would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (as defined in the Underwriting Agreement).
1.4. Attached hereto as Annex A is a certified extract (beglaubigter Handelsregisterauszug) from the commercial register (Handelsregister) of the Amtsgericht München for the Company (HRB 217458), dated not more than five (5) business days prior to the Closing Date, which extract accurately reflects the current registration of the Company with the commercial register as of the date of such extract.
Section 2: Certification of Organizational Documents
2.1. Attached hereto as the following Annexes are true, complete, and correct copies of the organizational documents of the Company, each as currently in full force and effect and unamended as of the date hereof:
(a) Annex B: The Articles of Association (Satzung) of Halcyon Semiconductor Aktiengesellschaft, as most recently amended by resolution of the general meeting (Hauptversammlung) on [●], and registered with the commercial register on [●], certified by me as a true, complete, and correct copy of the original;
(b) Annex C: The Rules of Procedure of the Management Board (Geschäftsordnung des Vorstands), as most recently amended on [●], certified by me as a true, complete, and correct copy of the original; and
(c) Annex D: The Rules of Procedure of the Supervisory Board (Geschäftsordnung des Aufsichtsrats), as most recently amended on [●], certified by me as a true, complete, and correct copy of the original.
2.2. I hereby confirm that no amendments to the Satzung, the Geschäftsordnung des Vorstands, or the Geschäftsordnung des Aufsichtsrats have been adopted, proposed, or submitted for registration with the commercial register since [●] (the date of the most recent amendment to such documents), other than as described in the Registration Statement and the Prospectus. The copies of such documents attached hereto as Annexes B, C, and D, respectively, reflect the full and complete text of such documents as currently in effect.
Section 3: Authorization — Management Board (*Vorstand*) Resolutions
3.1. Attached hereto as Annex E are true, complete, and correct copies of resolutions duly adopted by the Management Board (Vorstand) of the Company at a meeting duly convened and held on [●], 2026, at which a quorum was present throughout. Such resolutions were adopted by the requisite vote of the members of the Management Board in accordance with the Satzung, the Geschäftsordnung des Vorstands, and applicable provisions of the AktG, authorizing the following:
(a) The issuance of up to 30,000,000 new Ordinary Shares (Stammaktien), no par value (Stückaktien), from authorized capital (genehmigtes Kapital) pursuant to Article [●] of the Satzung and Section 202 et seq. of the AktG in connection with the Offering, with the exclusion of the pre-emptive subscription rights (Bezugsrechte) of existing shareholders (Bezugsrechtsausschluss) in accordance with Sections 203 and 186(3) sentence 4 and 186(4) of the AktG;
(b) The preparation, execution, and filing of the Registration Statement on Form F-1 and the Registration Statement on Form F-6 relating to the ADSs with the SEC, and any amendments or supplements thereto, and the authorization of the officers of the Company to execute and file the same;
(c) The execution and delivery of the Underwriting Agreement among the Company, the Selling Shareholders, and the Underwriters, and the Pricing Agreement to be entered into in connection therewith, on terms substantially consistent with those presented to the Management Board;
(d) The execution and delivery of the Deposit Agreement among the Company, Meridian Trust Company, National Association, as depositary (the "Depositary"), and all holders and beneficial owners of ADSs from time to time, and the performance by the Company of its obligations thereunder;
(e) The listing of the ADSs on the Nasdaq Global Select Market under the ticker symbol "HCYN" and the authorization of the officers of the Company to execute, deliver, and file all applications, agreements, and other documents required in connection therewith;
(f) The execution and delivery of any and all other agreements, certificates, instruments, and documents contemplated by the Underwriting Agreement or otherwise necessary, advisable, or desirable in connection with the Offering and the transactions contemplated thereby, including, without limitation, lock-up agreements, transfer agent agreements, and such other ancillary documents as the officers of the Company may deem appropriate; and
(g) The authorization of the officers of the Company, including specifically Dr. Friedrich Wendt, Chief Executive Officer (Vorstandsvorsitzender), and Katarina Dalmqvist, Chief Financial Officer (Finanzvorstand), acting individually or jointly (and, in each case, with full power of substitution and delegation), to take all such further actions and to execute and deliver all such further agreements, certificates, instruments, and documents as any such officer may deem necessary, advisable, or desirable to carry out and consummate the transactions contemplated by the foregoing resolutions and the Underwriting Agreement.
3.2. I hereby confirm that the resolutions of the Management Board attached hereto as Annex E have not been amended, modified, supplemented, or rescinded in any respect since their adoption and remain in full force and effect as of the date hereof. No other resolutions have been adopted by the Management Board that would in any way impair, limit, or modify the authorizations set forth in such resolutions.
Section 4: Authorization — Supervisory Board (*Aufsichtsrat*) Resolutions
4.1. Attached hereto as Annex F are true, complete, and correct copies of resolutions duly adopted by the Supervisory Board (Aufsichtsrat) of the Company at a meeting duly convened and held on [●], 2026, at which a quorum was present throughout. Such resolutions were adopted by the requisite vote of the members of the Supervisory Board in accordance with the Satzung, the Geschäftsordnung des Aufsichtsrats, and applicable provisions of the AktG, approving the following:
(a) The consent to the issuance by the Management Board of up to 30,000,000 new Ordinary Shares (Stammaktien), no par value (Stückaktien), from authorized capital (genehmigtes Kapital) pursuant to Article [●] of the Satzung, with the exclusion of pre-emptive subscription rights (Bezugsrechtsausschluss) of existing shareholders, as required under the Satzung and applicable provisions of the AktG, including Sections 202, 203, and 186(3) sentence 4 and 186(4) thereof;
(b) The consent to the listing of the ADSs, each representing two (2) Ordinary Shares, on the Nasdaq Global Select Market in the United States under the ticker symbol "HCYN," and the Company's compliance with the ongoing reporting and governance obligations associated with such listing and with the Company's status as a foreign private issuer under the U.S. Securities Exchange Act of 1934, as amended;
(c) The consent to the execution and delivery by the Company of the Underwriting Agreement, the Deposit Agreement, and all related transaction documents in connection with the Offering, on terms substantially consistent with those presented to the Supervisory Board; and
(d) Such other approvals and consents as were set forth in the resolutions adopted at such meeting, as more fully reflected in Annex F.
4.2. I hereby confirm that Prof. Dr. Anneliese Voss, Chair of the Supervisory Board (Aufsichtsratsvorsitzende), presided over the meeting at which such resolutions were adopted, and that such meeting was duly convened and held in accordance with the Satzung, the Geschäftsordnung des Aufsichtsrats, and applicable law.
4.3. I further confirm that the resolutions of the Supervisory Board attached hereto as Annex F have not been amended, modified, supplemented, or rescinded in any respect since their adoption and remain in full force and effect as of the date hereof. A quorum was present at the meeting at which such resolutions were adopted, and the resolutions were adopted by the requisite vote of the members of the Supervisory Board as prescribed by the Satzung and applicable provisions of the AktG. No other resolutions have been adopted by the Supervisory Board that would in any way impair, limit, or modify the approvals and consents set forth in such resolutions.
Section 5: Share Capital
5.1. I hereby certify with respect to the share capital (Grundkapital) of the Company as follows:
(a) Pre-Offering Share Capital. As of the date hereof, immediately prior to the issuance of any new Ordinary Shares in connection with the Offering, the registered and issued share capital of the Company consists of 215,000,000 Ordinary Shares (Stammaktien), no par value (Stückaktien), each with a notional value of EUR 1.00, all of which are issued and outstanding, fully paid, and non-assessable (vollständig eingezahlt).
(b) New Ordinary Shares. In connection with the Offering, the Company will issue up to 30,000,000 new Ordinary Shares from authorized capital (genehmigtes Kapital) pursuant to the resolutions of the Management Board and the Supervisory Board described in Sections 3 and 4 of this Certificate, respectively.
(c) Post-Offering Share Capital (Assuming No Exercise of the Overallotment Option). Immediately following the issuance of the new Ordinary Shares in the Offering (and assuming no exercise of the overallotment option described below), the registered and issued share capital of the Company will consist of 245,000,000 Ordinary Shares, issued and outstanding.
(d) Overallotment Option. Pursuant to the Underwriting Agreement, the Company has granted to the Underwriters an option, exercisable in whole or in part for a period of 30 days following the date of the Prospectus, to purchase up to an additional 3,210,000 ADSs (representing up to 6,420,000 Ordinary Shares) at the public offering price less the underwriting discounts and commissions set forth in the Underwriting Agreement. If the overallotment option is exercised in full, the total number of Ordinary Shares issued and outstanding following the Offering will be 251,420,000.
5.2. I hereby confirm that the new Ordinary Shares to be issued in connection with the Offering, when issued and delivered in accordance with the terms of the Underwriting Agreement and the related resolutions of the Management Board and the Supervisory Board, and upon registration of the corresponding capital increase (Kapitalerhöhung) with the commercial register (Handelsregister) of the Amtsgericht München, will be duly authorized, validly issued, fully paid, and non-assessable (vollständig eingezahlt). The new Ordinary Shares will rank pari passu in all respects with the existing Ordinary Shares of the Company, including, without limitation, with respect to dividend rights and voting rights.
5.3. I further confirm that the pre-emptive subscription rights (Bezugsrechte) of the existing shareholders of the Company with respect to the new Ordinary Shares to be issued in connection with the Offering have been validly excluded (Bezugsrechtsausschluss) in accordance with the provisions of the Satzung and Sections 203 and 186(3) sentence 4 and 186(4) of the AktG. The Management Board has prepared a written report (schriftlicher Bericht) to the general meeting in accordance with Section 186(4) sentence 2 of the AktG (as applicable by reference pursuant to Section 203(2) sentence 2 of the AktG) setting forth the reasons for the exclusion of pre-emptive rights, and such report has been made available to the shareholders of the Company in accordance with applicable law.
Section 6: Incumbency of Officers and Directors
6.1. I hereby certify that the following persons are the duly elected or appointed members of the Management Board (Vorstand) of the Company as of the date hereof, holding the offices set forth opposite their respective names, and that the signatures set forth opposite their names are their true and genuine signatures:
Management Board (*Vorstand*)
6.2. I hereby certify that the following person is the duly elected Chair of the Supervisory Board (Aufsichtsrat) of the Company as of the date hereof:
Supervisory Board (*Aufsichtsrat*) — Chair
A full and complete list of all members of the Supervisory Board is set forth in the Satzung and has been previously disclosed to the Representative in connection with the Offering and is reflected in the Registration Statement and the Prospectus.
6.3. I further certify the following with respect to myself:
Other Officers.  
6.4. Each officer named in Sections 6.1, 6.2, and 6.3 above who is a signatory to any of the documents and instruments contemplated by the Underwriting Agreement has been duly authorized, by virtue of the resolutions of the Management Board and/or the Supervisory Board described in Sections 3 and 4 of this Certificate, or by virtue of the general authority vested in such officer by the Satzung and applicable law, to execute and deliver, on behalf of the Company, the Underwriting Agreement, the Deposit Agreement, and each other document and instrument to which the Company is a party and to which such officer is a signatory.
Section 7: No Conflict; Authority
7.1. I hereby certify that, to my knowledge (after due inquiry), the execution, delivery, and performance by the Company of the Underwriting Agreement, the Pricing Agreement, the Deposit Agreement, and each other transaction document to which the Company is a party in connection with the Offering (collectively, the "Transaction Documents"):
(a) Have been duly authorized by all necessary corporate action on the part of the Company, including the resolutions of the Management Board (Vorstand) and the Supervisory Board (Aufsichtsrat) described in Sections 3 and 4 of this Certificate, respectively, and no further corporate action on the part of the Company, its Management Board, its Supervisory Board, or its shareholders (Hauptversammlung) is required for the valid execution, delivery, and performance of the Transaction Documents by the Company;
(b) Do not and will not violate, conflict with, result in a breach of, or constitute a default (or an event that, with the giving of notice or lapse of time or both, would constitute a default) under, any provision of the Company's Articles of Association (Satzung), the Rules of Procedure of the Management Board (Geschäftsordnung des Vorstands), or the Rules of Procedure of the Supervisory Board (Geschäftsordnung des Aufsichtsrats);
(c) Do not and will not violate, conflict with, result in a breach of, or constitute a default (or an event that, with the giving of notice or lapse of time or both, would constitute a default) under, or result in the creation or imposition of any lien, charge, or encumbrance upon any property or asset of the Company or any of its subsidiaries under, any material agreement, indenture, mortgage, deed of trust, loan agreement, credit facility, note, bond, lease, license, permit, instrument, order, judgment, writ, injunction, or decree to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or any of their respective properties or assets may be bound, in each case as would be material to the Company and its subsidiaries taken as a whole; and
(d) Do not and will not require any consent, approval, authorization, order, registration, qualification, or filing of or with any court, governmental authority, regulatory body, or other third party (whether domestic or foreign), except for (i) filings with the SEC that have been made or will be timely made, including the Registration Statement and any post-effective amendments thereto, (ii) filings and applications with Nasdaq in connection with the listing of the ADSs, (iii) filings with the commercial register (Handelsregister) of the Amtsgericht München in connection with the registration of the capital increase (Kapitalerhöhung) relating to the new Ordinary Shares, and (iv) such consents, approvals, authorizations, orders, registrations, qualifications, or filings as may be required under state securities or "blue sky" laws in connection with the purchase and distribution of the ADSs by the Underwriters.
Section 8: No Amendments or Proceedings
8.1. I hereby certify that, since the respective dates of the most recent resolutions of the Management Board (Vorstand) and the Supervisory Board (Aufsichtsrat) attached hereto as Annexes E and F, respectively:
(a) No amendments to the Articles of Association (Satzung) of the Company have been adopted, proposed, submitted for shareholder approval, or filed for registration with the commercial register (Handelsregister), other than as described in the Registration Statement and the Prospectus;
(b) No proceedings of any nature have been instituted, commenced, or, to my knowledge, threatened by or against the Company or any of its subsidiaries for the dissolution (Auflösung), liquidation (Abwicklung), insolvency (Insolvenz), winding-up, or similar proceeding of the Company or any of its material subsidiaries, nor has any petition been filed or any application been made for the opening of insolvency proceedings (Insolvenzverfahren) with respect to the Company or any of its material subsidiaries; and
(c) No proceedings of any nature have been instituted, commenced, or, to my knowledge, threatened to revoke, cancel, annul, modify, or otherwise challenge the validity or effectiveness of any corporate authorization, resolution, or action referenced in this Certificate, including, without limitation, the resolutions of the Management Board and the Supervisory Board authorizing the transactions contemplated by the Underwriting Agreement.
Section 9: Subsidiaries
9.1. I hereby certify that, as of the date hereof, the following entities constitute the material subsidiaries of the Company, and each such subsidiary is duly organized, validly existing, and (where applicable) in good standing under the laws of its respective jurisdiction of organization:
9.2. The foregoing list of material subsidiaries is consistent with the disclosures set forth in the Registration Statement and the Prospectus regarding the Company's subsidiaries and corporate structure. Each such subsidiary has been duly organized in accordance with the applicable laws of its respective jurisdiction and possesses the corporate or other organizational power and authority to own, lease, and operate its properties and to carry on its business as presently conducted. All of the outstanding shares of capital stock or other equity interests of each such subsidiary are owned, directly or indirectly, by the Company, free and clear of any liens, pledges, security interests, claims, or encumbrances, except as disclosed in the Registration Statement and the Prospectus.
Section 10: Representations Regarding Registration Statement and Prospectus
10.1. I have reviewed the Registration Statement on Form F-1 (File No. [●]), including the Prospectus forming a part thereof, filed with the SEC in connection with the Offering, and all amendments and supplements thereto through the date hereof.
10.2. Based upon my review of the Registration Statement and the Prospectus and my familiarity with the affairs of the Company in my capacity as General Counsel, I hereby certify that, to my knowledge:
(a) The descriptions of the Company's organizational documents, corporate governance structure, Management Board and Supervisory Board compositions, share capital, authorized capital, and corporate authorizations contained in the Registration Statement and the Prospectus (including, without limitation, the sections thereof entitled "Description of Share Capital and Articles of Association," "Management," "Corporate Governance," and "Principal and Selling Shareholders," or words to similar effect) are accurate in all material respects as of the date hereof; and
(b) The documents attached hereto as Annexes B, C, D, E, and F are the documents described in the Registration Statement and the Prospectus as the Company's charter documents, governing instruments, and corporate authorizations relating to the Offering, and such documents are the same documents that were filed as exhibits to the Registration Statement or otherwise made available to the SEC in connection therewith (with such Annexes being the original German-language versions thereof and, where applicable, accompanied by certified English-language translations).
Section 11: Reliance
11.1. This Certificate is being delivered pursuant to Section [__] of the Underwriting Agreement as a condition to the obligations of the Underwriters at the Closing. This Certificate, and the certifications, representations, and confirmations contained herein, may be relied upon by each of the following:
(a) The Underwriters, including Westbridge Securities LLC, Pinnacle Morgan & Co., Inc., Andover Barcliffe Group Inc., and Northpointe Capital LLC, and each of their respective successors and assigns;
(b) Varen & Kessler LLP, as counsel to the Underwriters;
(c) Calderwood & Harkness LLP, as United States counsel to the Company;
(d) Bähr Stein Rechtsanwälte PartGmbB, as German counsel to the Company; and
(e) Prumvane Thornton LLP, as German counsel to the Underwriters.
11.2. Each of the foregoing parties may rely upon this Certificate and the Annexes attached hereto as if this Certificate had been addressed and delivered directly to such party. This Certificate is being delivered solely for the purposes described herein and in the Underwriting Agreement, and may not be relied upon by, or furnished to, any other person or entity, or used for any other purpose, without the prior written consent of the Company.
[Signature Page Follows]
IN WITNESS WHEREOF, I have executed this General Counsel's Certificate as of the [●] day of [●], 2026.
HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT
By: ________
Name: Wilhelm Ostermann
Title: General Counsel (Chefjustitiar)
Place of Execution: Munich, Germany
Date: ________
LIST OF ANNEXES
The following Annexes are attached hereto and incorporated herein by reference:
Annex A: Certified extract (beglaubigter Handelsregisterauszug) from the commercial register (Handelsregister) of the Amtsgericht München for Halcyon Semiconductor Aktiengesellschaft (HRB 217458), dated not more than five (5) business days prior to the Closing Date.
Annex B: Articles of Association (Satzung) of Halcyon Semiconductor Aktiengesellschaft, as most recently amended (certified copy).
Annex C: Rules of Procedure of the Management Board (Geschäftsordnung des Vorstands) of Halcyon Semiconductor Aktiengesellschaft, as most recently amended (certified copy).
Annex D: Rules of Procedure of the Supervisory Board (Geschäftsordnung des Aufsichtsrats) of Halcyon Semiconductor Aktiengesellschaft, as most recently amended (certified copy).
Annex E: Resolutions of the Management Board (Vorstand) of Halcyon Semiconductor Aktiengesellschaft dated [●], 2026 (certified copy).
Annex F: Resolutions of the Supervisory Board (Aufsichtsrat) of Halcyon Semiconductor Aktiengesellschaft dated [●], 2026 (certified copy).
[Annexes A through F to be attached at Closing]
DRAFTING NOTES — INTERNAL WORKING DRAFT — NOT FOR EXECUTION
The following notes are for the internal use of Calderwood & Harkness LLP and coordinating counsel only. These notes are not part of the Certificate and must be removed from any execution version of this document.
1.  Prepared by: Calderwood & Harkness LLP, as U.S. counsel to the Company, for use at the Closing of the Offering (target Closing Date: July 6, 2026). This form is subject to further revision as the Underwriting Agreement is finalized.
2.  Bracketed Items: All items indicated by brackets ("[●]" or "[__]") are to be completed closer to the Closing Date once the relevant information is finalized. This includes, in particular: (a) the exact date of the Underwriting Agreement; (b) the SEC File Number assigned to the Registration Statement on Form F-1; (c) the specific Section number of the Underwriting Agreement requiring delivery of this Certificate; (d) the dates of the Vorstand and Aufsichtsrat resolutions; and (e) the dates of the most recent amendments to the organizational documents.
3.  Annex Contents: The contents of Annexes A through F are to be finalized by Bähr Stein Rechtsanwälte PartGmbB, as German counsel to the Company, in coordination with Calderwood & Harkness LLP. Annexes B through F should include German-language originals together with certified English-language translations. Bähr Stein to confirm the form and substance of the certified English translations.
4.  Section Cross-References: The cross-references to specific Sections of the Underwriting Agreement (e.g., Section [__] in the recitals and Section 11) are to be confirmed once the Underwriting Agreement is in executed final form. Coordinate with Varen & Kessler LLP on the final form of the Underwriting Agreement to ensure consistency.
5.  Authorized Capital (*Genehmigtes Kapital*): Confirm with Bähr Stein that the Company's authorized capital provisions in the Satzung are sufficient to cover both (a) the 30,000,000 new Ordinary Shares to be issued in the primary offering and (b) up to 6,420,000 additional Ordinary Shares issuable upon full exercise of the overallotment option, for a total of up to 36,420,000 new Ordinary Shares. If the existing authorized capital is insufficient, additional shareholder authorization may be required prior to Closing.
6.  Incumbency Section: The incumbency section (Section 6) currently lists only the Chair of the Supervisory Board (Prof. Dr. Anneliese Voss). Review the Underwriting Agreement to determine whether Varen & Kessler or the Underwriters require incumbency certifications for additional members of the Supervisory Board. If so, Section 6.2 will need to be expanded to include a full incumbency table for all Supervisory Board members.
7.  Notarial Certification / Apostille: Discuss with Varen & Kessler whether they require a notarial certification (notarielle Beglaubigung) or apostille for the Handelsregister extract (Annex A) and/or the Satzung (Annex B). Under certain circumstances, U.S. counsel to the Underwriters may require apostilled copies of German corporate documents pursuant to the Hague Apostille Convention. If so, coordinate with Bähr Stein to obtain the necessary notarial certifications and apostilles in advance of the Closing.
8.  German-Language Originals: Coordinate with Bähr Stein regarding the preparation of German-language originals and certified English translations of all Annexes. All Annexes should be available in both German and English for delivery at Closing.
9.  Specimen Signatures: Confirm whether the Underwriters or their counsel require original wet-ink specimen signatures of the officers listed in Section 6 or whether signature pages with printed specimen signatures will be acceptable. Consider whether a separate incumbency and specimen signature certificate is also required under the Underwriting Agreement.
10.  Coordination with Selling Shareholders' Counsel: The Selling Shareholders (Rheintal Industrieholding GmbH and Kestrel Capital Partners AG) will be delivering their own closing certificates and documents. Coordinate with counsel to the Selling Shareholders to ensure consistency between the Company's closing deliverables and those of the Selling Shareholders, particularly with respect to share capital and authorized capital certifications.
Name | Title | Signature
Dr. Friedrich Wendt | Chief Executive Officer (Vorstandsvorsitzender) | ________
Katarina Dalmqvist | Chief Financial Officer (Finanzvorstand) | ________
Dr. Marcus Helder | Chief Technology Officer | ________
Ingrid Baumann | Chief Operating Officer | ________
Name | Title | Signature
Prof. Dr. Anneliese Voss | Chair of the Supervisory Board (Aufsichtsratsvorsitzende) | ________
Name | Title | Signature
Wilhelm Ostermann | General Counsel (Chefjustitiar) | ________
Subsidiary | Jurisdiction of Organization | Ownership by the Company
Halcyon Semiconductor USA Inc. | State of Delaware, United States of America | 100% (direct)
Halcyon Power Solutions GmbH | Dresden, Federal Republic of Germany | 100% (direct)
Halcyon Asia Pacific Pte. Ltd. | Republic of Singapore | 100% (direct)
Halcyon Shanghai Semiconductor Co., Ltd. | Shanghai, People's Republic of China (WFOE) | 100% (direct)
Halcyon Automotive Components s.r.o. | Brno, Czech Republic | 100% (direct)

CONFIDENTIAL

GENERAL COUNSEL'S CERTIFICATE

HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT

LIST OF ANNEXES

Record

Parties

Dates

Amounts