1032-00003 · Client 1032 · Closing

draft-selling-shareholder-certificate.docx DOCUMENT Capital Markets

7 / 77 ← → ✕

FORM OF SELLING SHAREHOLDER CERTIFICATE

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

Underwriting Agreement dated as of [●], 2026 (the "Underwriting Agreement"), among Halcyon Semiconductor Aktiengesellschaft, the Selling Shareholders named therein, and the several Underwriters named in Schedule I thereto, for whom Westbridge Securities LLC is acting as Representative

NOTE: This document constitutes a form certificate. Two separate originals shall be executed — one by Rheintal Industrieholding Gesellschaft mit beschränkter Haftung and one by Kestrel Capital Partners Aktiengesellschaft — each individually completed with the applicable Selling Shareholder information indicated by bracketed placeholders herein. Bracketed references to section numbers (indicated by "[●]") shall be completed upon finalization of the Underwriting Agreement.

TARGET CLOSING/SETTLEMENT DATE: July 6, 2026 (T+2 from pricing on July 1, 2026)

SELLING SHAREHOLDER CERTIFICATE

The undersigned, being a duly authorized representative of [Insert name of Selling Shareholder]¹ (the "Selling Shareholder"), hereby delivers this certificate (this "Certificate") pursuant to Section [●] of the Underwriting Agreement, dated as of [●], 2026 (the "Underwriting Agreement"), among Halcyon Semiconductor Aktiengesellschaft, a German stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany (the "Company"), the Selling Shareholders named therein, and the several Underwriters named in Schedule I thereto, for whom Westbridge Securities LLC is acting as representative (the "Representative").

Capitalized terms used but not defined in this Certificate shall have the meanings ascribed to such terms in the Underwriting Agreement, unless the context otherwise requires.

This Certificate is being delivered in connection with the offering (the "Offering") of American Depositary Shares ("ADSs"), each representing two (2) ordinary shares (Stammaktien), no par value (Stückaktien), of the Company (the "Ordinary Shares"), registered under a Registration Statement on Form F-1 (File No. 333-[●]) filed with the Securities and Exchange Commission (the "SEC"). The ADSs are issued pursuant to the Deposit Agreement, dated as of [●], 2026, among the Company, Meridian Trust Company, N.A., as depositary (the "Depositary"), and all holders and beneficial owners of ADSs from time to time (the "Deposit Agreement"). Each ADS represents two (2) Ordinary Shares (the "ADS Ratio").

The Selling Shareholder is:

[If Rheintal Industrieholding GmbH:] Rheintal Industrieholding Gesellschaft mit beschränkter Haftung, a German limited liability company (Gesellschaft mit beschränkter Haftung) registered in Düsseldorf, Federal Republic of Germany, selling 8,500,000 Ordinary Shares of the Company, corresponding to 4,250,000 ADSs (based on the ADS Ratio of two Ordinary Shares per ADS).

[If Kestrel Capital Partners AG:] Kestrel Capital Partners Aktiengesellschaft, a Swiss stock corporation (Aktiengesellschaft) registered in Glenrock Assurance, Switzerland, selling 4,300,000 Ordinary Shares of the Company, corresponding to 2,150,000 ADSs (based on the ADS Ratio of two Ordinary Shares per ADS).

¹ To be completed by the executing Selling Shareholder with its full legal name. See Schedule A attached hereto for specific Selling Shareholder data.

SECTION 1: DEFINITIONS

For purposes of this Certificate, the following terms shall have the meanings set forth below:

"ADSs" means American Depositary Shares, each representing two (2) Ordinary Shares of the Company, issued by Meridian Trust Company, N.A., as Depositary, pursuant to the Deposit Agreement.

"Closing Date" means [Insert date], 2026 (target: July 6, 2026), being the date on which the closing and settlement of the sale of the Selling Shareholder Shares to the Underwriters is scheduled to occur.

"Company" means Halcyon Semiconductor Aktiengesellschaft, a German stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany.

"Depositary" means Meridian Trust Company, N.A., acting in its capacity as depositary under the Deposit Agreement.

"Deposit Agreement" means the Deposit Agreement, dated as of [●], 2026, among the Company, the Depositary, and all holders and beneficial owners of ADSs from time to time, as the same may be amended, supplemented, or otherwise modified from time to time.

"Effective Date" means the date on which the Registration Statement was declared effective by the SEC (target: June 22, 2026).

"Option Closing Date" means, if applicable, the date of any additional closing in connection with the exercise by the Underwriters of the overallotment option granted pursuant to Section [●] of the Underwriting Agreement.

"Ordinary Shares" means ordinary shares (Stammaktien), no par value (Stückaktien), of the Company.

"Pricing Agreement" means the Pricing Agreement, dated as of [●], 2026, among the Company, the Selling Shareholders, and the Representative, relating to the pricing of the ADSs offered pursuant to the Underwriting Agreement.

"Prospectus" means the final prospectus, dated [●], 2026, forming part of the Registration Statement, including all documents incorporated by reference therein and any supplements thereto.

"Registration Statement" means the Registration Statement on Form F-1 (File No. 333-[●]) of the Company relating to the ADSs, including all amendments and exhibits thereto and all documents incorporated by reference therein, as declared effective by the SEC on the Effective Date.

"Representative" means Westbridge Securities LLC, in its capacity as representative of the several Underwriters.

"Selling Shareholder Shares" means the Ordinary Shares to be sold by the Selling Shareholder as set forth in Schedule II to the Underwriting Agreement, being [8,500,000 Ordinary Shares if Rheintal Industrieholding GmbH] [4,300,000 Ordinary Shares if Kestrel Capital Partners AG].

"Underwriters" means the several underwriters named in Schedule I to the Underwriting Agreement, consisting of Westbridge Securities LLC, Pinnacle Morgan & Co., Inc., Andover Barcliffe Group Inc., and Northpointe Capital LLC.

"Underwriting Agreement" means the Underwriting Agreement, dated as of [●], 2026, among the Company, the Selling Shareholders, and the several Underwriters, as the same may be amended, supplemented, or otherwise modified from time to time in accordance with its terms.

SECTION 2: CERTIFICATION OF REPRESENTATIONS AND WARRANTIES

The Selling Shareholder hereby certifies that each of the representations and warranties made by the Selling Shareholder in Section [●] of the Underwriting Agreement is true and correct in all material respects as of the date hereof (the Closing Date), with the same force and effect as though such representations and warranties had been made on and as of the Closing Date (except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date).

Without limiting the generality of the foregoing, the Selling Shareholder specifically certifies the continued truth and correctness in all material respects of the following representations and warranties as of the Closing Date:

2.1 Organization and Good Standing

The Selling Shareholder is duly organized, validly existing, and in good standing (or equivalent status under the laws of its jurisdiction of organization) under the laws of its jurisdiction of organization, with full organizational power and authority to own, lease, and operate its properties and assets and to conduct its business as currently conducted.

(a) If Rheintal Industrieholding GmbH: The Selling Shareholder is duly organized and validly existing as a Gesellschaft mit beschränkter Haftung (limited liability company) under the laws of the Federal Republic of Germany, with its registered office in Düsseldorf, Germany, and is duly registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Düsseldorf.

(b) If Kestrel Capital Partners AG: The Selling Shareholder is duly organized and validly existing as an Aktiengesellschaft (stock corporation) under the laws of Switzerland, with its registered office in Glenrock Assurance, Switzerland, and is duly registered with the commercial register (Handelsregister) of the Canton of Glenrock Assurance.

2.2 Authority and Power

The Selling Shareholder has full right, power, and authority to (i) enter into and perform its obligations under the Underwriting Agreement, the Pricing Agreement, the Custody Agreement, and the Power of Attorney (collectively, the "Transaction Documents"), and (ii) sell, transfer, and deliver the Selling Shareholder Shares as contemplated by the Transaction Documents. The Selling Shareholder has all requisite corporate or other organizational power and authority necessary to execute and deliver each of the Transaction Documents and to consummate the transactions contemplated thereby, including the sale, transfer, and delivery of the Selling Shareholder Shares to the several Underwriters or the Depositary on their behalf.

2.3 Due Authorization

The execution, delivery, and performance by the Selling Shareholder of each of the Transaction Documents, including the Underwriting Agreement, the Pricing Agreement, the Custody Agreement, and the Power of Attorney, have been duly authorized by all necessary corporate or other organizational action on the part of the Selling Shareholder. No further approval, authorization, consent, order, or other action of or filing with any person, entity, governmental authority, regulatory body, or other third party is required in connection with the execution, delivery, or performance by the Selling Shareholder of any of the Transaction Documents or the consummation by the Selling Shareholder of the transactions contemplated thereby, except for such approvals, authorizations, consents, orders, actions, or filings as have been obtained or made on or prior to the date hereof and remain in full force and effect.

2.4 Valid and Binding Obligations

Each of the Transaction Documents, including the Underwriting Agreement, the Pricing Agreement, the Custody Agreement, and the Power of Attorney, constitutes a legal, valid, and binding obligation of the Selling Shareholder, enforceable against the Selling Shareholder in accordance with its respective terms, subject in each case to (a) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and other similar laws of general applicability relating to or affecting the enforcement of creditors' rights generally, and (b) general principles of equity, whether applied in a proceeding at law or in equity (collectively, the "Enforceability Exceptions").

2.5 Title to Shares

The Selling Shareholder has, and on the Closing Date will have, good and valid title to the Selling Shareholder Shares, free and clear of all liens, pledges, encumbrances, equities, security interests, charges, claims, preemptive rights, rights of first refusal, and restrictions on transfer of any nature whatsoever (collectively, "Liens"), other than (i) restrictions arising under applicable federal and state securities laws and the securities laws of any applicable foreign jurisdiction, (ii) restrictions arising under the Lock-Up Agreement executed by the Selling Shareholder in favor of the Representative, and (iii) restrictions arising under the Underwriting Agreement.

(a) If Rheintal Industrieholding GmbH: The Selling Shareholder Shares consist of 8,500,000 Ordinary Shares out of a total holding of 47,945,000 Ordinary Shares (representing approximately 22.3% of the outstanding Ordinary Shares of the Company prior to the Offering). Following the sale of the Selling Shareholder Shares, the Selling Shareholder will retain 39,445,000 Ordinary Shares.

(b) If Kestrel Capital Partners AG: The Selling Shareholder Shares consist of 4,300,000 Ordinary Shares out of a total holding of 20,855,000 Ordinary Shares (representing approximately 9.7% of the outstanding Ordinary Shares of the Company prior to the Offering). Following the sale of the Selling Shareholder Shares, the Selling Shareholder will retain 16,555,000 Ordinary Shares.

Upon delivery of, and payment for, the Selling Shareholder Shares pursuant to the Underwriting Agreement, the Underwriters (or the Depositary on their behalf) will receive good and valid title to the Selling Shareholder Shares, free and clear of all Liens, encumbrances, equities, security interests, and claims.

2.6 No Conflicts

The sale of the Selling Shareholder Shares and the execution, delivery, and performance by the Selling Shareholder of the Transaction Documents, including the Underwriting Agreement, the Pricing Agreement, the Custody Agreement, and the Power of Attorney, and the consummation by the Selling Shareholder of the transactions contemplated thereby, do not and will not:

(a) violate, conflict with, or result in a breach of any provision of the Selling Shareholder's organizational documents, including its Gesellschaftsvertrag (articles of association of a GmbH), Satzung (articles of association of an AG), or other equivalent constituent documents, as applicable;

(b) violate, conflict with, or result in a breach of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or give rise to any right of termination, cancellation, acceleration, or modification of, or any obligation to make any payment under, any agreement, indenture, lease, license, permit, mortgage, note, bond, or other instrument or obligation to which the Selling Shareholder is a party or by which the Selling Shareholder or any of its properties or assets is bound;

(c) violate or conflict with any applicable law, statute, rule, regulation, judgment, order, writ, injunction, or decree of any court, governmental authority, administrative agency, or regulatory body, whether domestic or foreign, applicable to the Selling Shareholder or any of its properties or assets; or

(d) result in the creation or imposition of any Lien, encumbrance, charge, or claim on any property or assets of the Selling Shareholder, including the Selling Shareholder Shares.

2.7 No Registration Rights

The Selling Shareholder has not granted to any person or entity any rights of registration under the Securities Act of 1933, as amended (the "Securities Act"), or under any similar state or foreign securities laws with respect to any securities of the Company that have not been satisfied in full or validly waived in writing in connection with the Offering. No person or entity has any right, contractual or otherwise, to require the Company or the Selling Shareholder to register any securities of the Company for sale under the Securities Act by reason of the filing of the Registration Statement or the consummation of the Offering, except for such rights as have been duly waived or satisfied prior to the date hereof.

2.8 No Stabilization or Manipulation

The Selling Shareholder has not taken, and will not take, directly or indirectly, any action designed to, or that might reasonably be expected to, cause or result in the stabilization or manipulation of the price of the ADSs or the Ordinary Shares in violation of Regulation M under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any other applicable law, rule, or regulation. The Selling Shareholder has not distributed and will not distribute any offering material in connection with the Offering except the Prospectus and any materials permitted under the Securities Act and approved by the Representative.

2.9 Disclosure. All information furnished by or on behalf of the Selling Shareholder in writing specifically for use in the Registration Statement and the Prospectus (including all amendments and supplements thereto) is, as of the date hereof, true, correct, and complete in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

The Selling Shareholder Questionnaire, as completed and delivered by the Selling Shareholder to the Company, the Representative, and their respective counsel in connection with the preparation of the Registration Statement and the Prospectus, was true and correct in all material respects as of the date of its delivery and remains true and correct in all material respects as of the date hereof.

2.10 No Directed Selling Efforts (Regulation S)

The Selling Shareholder has not engaged in, and will not engage in, any "directed selling efforts" (as such term is defined in Regulation S under the Securities Act) with respect to the ADSs or the Ordinary Shares outside the United States that would require the registration of the Offering or any part thereof under the Securities Act. The Selling Shareholder has complied with, and will continue to comply with, all applicable requirements of Regulation S in connection with the Offering.

2.11 FINRA Matters

The Selling Shareholder has fully and accurately disclosed in its Selling Shareholder Questionnaire all affiliations, associations, and relationships between the Selling Shareholder (and its officers, directors, partners, members, managers, and five-percent-or-greater equity holders) and any member firm of the Financial Industry Regulatory Authority ("FINRA"), including any broker-dealer that is a FINRA member. The Selling Shareholder has not made any payments or provided any consideration, directly or indirectly, to any FINRA member or any person associated with a FINRA member in connection with the Offering, except as disclosed in the Registration Statement and the Prospectus.

SECTION 3: CERTIFICATION REGARDING NO MATERIAL ADVERSE CHANGE

The Selling Shareholder hereby certifies that, to the actual knowledge of the Selling Shareholder (after due inquiry of its senior officers and representatives having responsibility for matters relating to the Company and the Selling Shareholder's investment therein), since the date of the most recent financial statements included or incorporated by reference in the Registration Statement and the Prospectus, there has been no Material Adverse Change (as such term is defined in Section [●] of the Underwriting Agreement) with respect to the Selling Shareholder. The Selling Shareholder is not aware of any event, condition, circumstance, or development that has occurred or is reasonably likely to occur that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change with respect to the Selling Shareholder or that would materially and adversely affect the ability of the Selling Shareholder to perform its obligations under the Transaction Documents or to consummate the transactions contemplated thereby.

SECTION 4: CERTIFICATION REGARDING COMPLIANCE WITH CONDITIONS PRECEDENT

The Selling Shareholder hereby certifies that all conditions precedent to the obligations of the Selling Shareholder under the Underwriting Agreement and the Pricing Agreement that are required to be satisfied on or before the Closing Date have been duly and timely satisfied in all respects. Without limiting the foregoing, the Selling Shareholder certifies that it has performed and complied in all material respects with all agreements, covenants, obligations, and conditions on its part to be performed or complied with under the Underwriting Agreement and the Pricing Agreement on or before the Closing Date.

The Selling Shareholder further certifies that no event has occurred or condition exists that would entitle the Underwriters to decline to purchase the Selling Shareholder Shares or to terminate their obligations under the Underwriting Agreement pursuant to Section [●] thereof.

SECTION 5: CERTIFICATION REGARDING LOCK-UP COMPLIANCE

The Selling Shareholder hereby certifies that, as of the Closing Date, the Selling Shareholder is in full compliance with the terms and conditions of the Lock-Up Agreement, dated as of [●], 2026, executed by the Selling Shareholder in favor of Westbridge Securities LLC, as Representative of the Underwriters (the "Lock-Up Agreement").

The Lock-Up Agreement remains in full force and effect and has not been amended, modified, waived, or terminated. The Lock-Up Agreement is binding upon the Selling Shareholder in accordance with its terms with respect to all Ordinary Shares retained by the Selling Shareholder following the Offering, specifically:

(a) If Rheintal Industrieholding GmbH: The Lock-Up Agreement applies to 39,445,000 Ordinary Shares retained by the Selling Shareholder following the sale of the Selling Shareholder Shares in the Offering, representing approximately 16.1% of the 245,000,000 Ordinary Shares expected to be outstanding upon completion of the Offering (inclusive of the primary shares issued by the Company in the Offering).

(b) If Kestrel Capital Partners AG: The Lock-Up Agreement applies to 16,555,000 Ordinary Shares retained by the Selling Shareholder following the sale of the Selling Shareholder Shares in the Offering, representing approximately 6.8% of the 245,000,000 Ordinary Shares expected to be outstanding upon completion of the Offering (inclusive of the primary shares issued by the Company in the Offering).

The 180-day lock-up period commences on the pricing date of the Offering (target: July 1, 2026) and expires on December 28, 2026, unless earlier released or extended in accordance with the terms of the Lock-Up Agreement and applicable FINRA rules.

The Selling Shareholder has not, since the date of execution of the Lock-Up Agreement, directly or indirectly, offered, sold, contracted to sell, pledged, granted any option to purchase, made any short sale of, or otherwise disposed of or transferred any Ordinary Shares, ADSs, or any securities convertible into or exercisable or exchangeable for Ordinary Shares or ADSs, or entered into any swap, hedge, or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Ordinary Shares or ADSs, except as expressly permitted under the Lock-Up Agreement or with the prior written consent of the Representative.

SECTION 6: CERTIFICATION REGARDING DELIVERY OF SHARES

The Selling Shareholder hereby certifies that it has duly delivered, or caused to be delivered, the Selling Shareholder Shares to the custodian duly appointed by the Selling Shareholder under the Custody Agreement and Power of Attorney (the "Custodian") for deposit with the German sub-custodian designated under the Deposit Agreement, in form suitable for transfer and deposit, free and clear of all Liens, encumbrances, equities, security interests, and claims.

The Selling Shareholder has duly and irrevocably authorized and directed the Custodian to deliver the Selling Shareholder Shares to the German sub-custodian acting for and on behalf of Meridian Trust Company, N.A., as Depositary, for conversion into ADSs in accordance with the terms of the Deposit Agreement and subsequent delivery of such ADSs to or for the account of the several Underwriters through the book-entry facilities of The Depository Trust Company ("DTC"), against payment of the applicable purchase price therefor, less the applicable underwriting discount.

The gross underwriting spread applicable to the Selling Shareholder Shares is 3.50% of the gross proceeds attributable to such shares. The Selling Shareholder acknowledges and agrees that the purchase price to be paid by the Underwriters for the Selling Shareholder Shares shall be the public offering price per ADS set forth in the Pricing Agreement, less the underwriting discount of 3.50%, multiplied by the number of ADSs corresponding to the Selling Shareholder Shares.

The Selling Shareholder further certifies that all necessary share transfer forms, stock transfer tax stamps (if any), endorsements, and other documents and instruments required to effect the valid transfer of the Selling Shareholder Shares to the Depositary or its nominee for conversion into ADSs have been duly executed, delivered, and are in proper form.

SECTION 7: CERTIFICATION REGARDING CUSTODY AGREEMENT AND POWER OF ATTORNEY

The Selling Shareholder hereby certifies that the Custody Agreement and Power of Attorney executed by the Selling Shareholder in connection with the Offering (the "Custody Agreement and Power of Attorney") remain in full force and effect as of the Closing Date and have not been revoked, amended, modified, superseded, or terminated by the Selling Shareholder.

The authority granted by the Selling Shareholder to the attorney-in-fact and/or the Custodian under the Custody Agreement and Power of Attorney has not been revoked, rescinded, or otherwise limited, and such authority remains effective and irrevocable through the completion of all transactions contemplated by the Underwriting Agreement and the Pricing Agreement.

All actions heretofore taken by the attorney-in-fact and/or the Custodian on behalf of the Selling Shareholder in connection with the Offering, including the execution and delivery of the Underwriting Agreement, the Pricing Agreement, and any other documents, instruments, or agreements executed on behalf of the Selling Shareholder in connection with the Offering, are hereby ratified, confirmed, and approved in all respects by the Selling Shareholder.

SECTION 8: CERTIFICATION REGARDING TAX MATTERS

The Selling Shareholder hereby certifies that it has provided, or caused to be provided, all necessary tax documentation, certifications, and information required in connection with the sale of the Selling Shareholder Shares, including:

(a) any certifications, forms, or documentation required under the German Income Tax Act (Einkommensteuergesetz) and the German Corporation Tax Act (Körperschaftsteuergesetz) in connection with the withholding tax (Kapitalertragsteuer) obligations applicable to the disposition of the Ordinary Shares;

(b) any forms, certifications, or other documentation required under the United States Internal Revenue Code of 1986, as amended, or the regulations promulgated thereunder, including IRS Form W-8BEN-E (or any applicable successor form), as applicable;

(c) any forms, certifications, or other documentation required under any applicable double taxation treaty between the Federal Republic of Germany and the country of tax residence of the Selling Shareholder or between Switzerland and the Federal Republic of Germany, as applicable; and

(d) any other tax documentation reasonably requested by the Company, the Representative, the Depositary, or their respective counsel in connection with the Offering.

The Selling Shareholder is aware of, and has consulted with its own tax advisors regarding, the German withholding tax obligations applicable to the disposition of the Ordinary Shares by the Selling Shareholder, including any obligations arising under Section 43 et seq. of the German Income Tax Act (Einkommensteuergesetz).

SECTION 9: NO OTHER MATERIAL INFORMATION

The Selling Shareholder hereby certifies that there are no facts, events, circumstances, conditions, or developments known to the Selling Shareholder (after due inquiry of its senior officers and representatives) that would cause any of the representations or warranties of the Selling Shareholder contained in the Underwriting Agreement, the Pricing Agreement, or this Certificate to be untrue, incorrect, or misleading in any material respect as of the Closing Date.

The Selling Shareholder has disclosed to the Company, the Representative, Calderwood & Harkness LLP (as United States counsel to the Company), and Varen & Kessler LLP (as United States counsel to the Underwriters) all information known to the Selling Shareholder that could reasonably be expected to be material to the Offering or to the Underwriters' decision to consummate the transactions contemplated by the Underwriting Agreement, including all information that could reasonably be expected to be required to be disclosed in the Registration Statement and the Prospectus. The Selling Shareholder is not in possession of any material non-public information regarding the Company, its business, financial condition, results of operations, or prospects that has not been disclosed in the Registration Statement and the Prospectus.

SECTION 10: RELIANCE

The Selling Shareholder acknowledges and agrees that each of the following persons and entities is entitled to rely, and will rely, upon this Certificate and the certifications, representations, warranties, and statements contained herein in connection with the consummation of the transactions contemplated by the Underwriting Agreement:

(a) the several Underwriters, including Westbridge Securities LLC, Pinnacle Morgan & Co., Inc., Andover Barcliffe Group Inc., and Northpointe Capital LLC;

(b) the Company;

(d) Varen & Kessler LLP, as United States counsel to the Underwriters;

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

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

This Certificate and the certifications, representations, warranties, and statements made herein shall survive the Closing Date and shall continue in full force and effect for the benefit of the foregoing persons and entities regardless of any investigation made by or on behalf of any such person or entity.

SECTION 11: GOVERNING LAW

This Certificate shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law rules or principles thereof (other than Section 5-1401 of the New York General Obligations Law), consistent with Section [●] of the Underwriting Agreement.

[Remainder of page intentionally left blank. Signature page follows.]

[SIGNATURE PAGE — RHEINTAL INDUSTRIEHOLDING GmbH VERSION]

IN WITNESS WHEREOF, the undersigned has duly executed this Selling Shareholder Certificate as of the date set forth below.

RHEINTAL INDUSTRIEHOLDING GESELLSCHAFT MIT BESCHRÄNKTER HAFTUNG

By: ________

Name: Margarethe Wendt

Title: Managing Director (Geschäftsführerin)

Date: [●], 2026

Address:

Königsallee 60 40212 Düsseldorf Federal Republic of Germany

[SIGNATURE PAGE — KESTREL CAPITAL PARTNERS AG VERSION]

IN WITNESS WHEREOF, the undersigned has duly executed this Selling Shareholder Certificate as of the date set forth below.

KESTREL CAPITAL PARTNERS AKTIENGESELLSCHAFT

By: ________

Name: Henrik Sørensen

Title: Managing Partner

Date: [●], 2026

Address:

Bahnhofstrasse 36 8001 Glenrock Assurance Switzerland

SCHEDULE A

SELLING SHAREHOLDER DETAILS

The following table sets forth the specific data points applicable to each Selling Shareholder executing this Certificate. The executing Selling Shareholder shall complete this Schedule A with the information corresponding to such Selling Shareholder.

FORMATTING AND EXECUTION NOTES

(Internal Drafting Instructions — Not Part of the Form Certificate)

The following instructions are for the internal use of counsel and are not to be included in the final executed version of the Certificate:

1. Execution. This is a form certificate. Two separate originals shall be executed — one by Rheintal Industrieholding Gesellschaft mit beschränkter Haftung and one by Kestrel Capital Partners Aktiengesellschaft. Each Selling Shareholder shall complete the applicable bracketed placeholders with the information specific to such Selling Shareholder as set forth in Schedule A.

2. Letterhead / Format. The Certificate may be printed on the executing Selling Shareholder's letterhead or on plain paper, at the preference of the executing Selling Shareholder and its counsel.

3. Delivery. Executed originals of this Certificate shall be delivered to Westbridge Securities LLC (as Representative of the Underwriters) and to Calderwood & Harkness LLP (as United States counsel to the Company) at or prior to the Closing Date (target: July 6, 2026). Delivery may be made by hand, overnight courier, or electronic transmission (PDF), with originals to follow by overnight courier.

4. Copies. Copies of the executed Certificate shall be provided to:

• Varen & Kessler LLP (United States counsel to the Underwriters)

• Bähr Stein Rechtsanwälte (German counsel to the Company)

• Prumvane Thornton LLP (German counsel to the Underwriters)

5. Overallotment Option. If the overallotment option is exercised by the Underwriters (for up to 3,210,000 additional ADSs, representing up to 6,420,000 Ordinary Shares), a supplemental or bring-down certificate in substantially the form of this Certificate, updated as of the applicable Option Closing Date, may be required to be delivered by each Selling Shareholder selling additional Ordinary Shares in connection with such exercise. Counsel should confirm whether the Selling Shareholders are participating in the overallotment option and prepare supplemental certificates accordingly.

6. Cross-References. Bracketed section numbers (indicated by "[●]") are to be completed once the final form of the Underwriting Agreement is executed. Counsel should ensure that all cross-references correspond to the applicable sections of the Underwriting Agreement as finalized.

7. Related-Party Disclosure. Margarethe Wendt, Managing Director (Geschäftsführerin) of Rheintal Industrieholding Gesellschaft mit beschränkter Haftung, is the sister of Dr. Friedrich Wendt, Chief Executive Officer (Vorstandsvorsitzender) of Halcyon Semiconductor Aktiengesellschaft. This related-party relationship is disclosed in the Registration Statement and the Prospectus under the heading "Related Party Transactions" and in the Selling Shareholder Questionnaire submitted by Rheintal. No additional disclosure action is required in this Certificate, but counsel should verify that the disclosure in the Registration Statement and Prospectus remains current and accurate as of the Closing Date.

Item	Rheintal Industrieholding GmbH	Kestrel Capital Partners AG
Full Legal Name	Rheintal Industrieholding Gesellschaft mit beschränkter Haftung	Kestrel Capital Partners Aktiengesellschaft
Jurisdiction of Organization	Düsseldorf, Federal Republic of Germany	Glenrock Assurance, Switzerland
Entity Type	Gesellschaft mit beschränkter Haftung (GmbH)	Aktiengesellschaft (AG)
Authorized Representative	Margarethe Wendt, Managing Director (Geschäftsführerin)	Henrik Sørensen, Managing Partner
Pre-Offering Ordinary Shares Held	47,945,000 Ordinary Shares (approximately 22.3% of pre-IPO outstanding)	20,855,000 Ordinary Shares (approximately 9.7% of pre-IPO outstanding)
Selling Shareholder Shares (Ordinary Shares)	8,500,000 Ordinary Shares	4,300,000 Ordinary Shares
Selling Shareholder Shares (ADSs)	4,250,000 ADSs	2,150,000 ADSs
Post-Offering Ordinary Shares Retained	39,445,000 Ordinary Shares (approximately 16.1% of 245,000,000 post-IPO outstanding)	16,555,000 Ordinary Shares (approximately 6.8% of 245,000,000 post-IPO outstanding)
Lock-Up Period	180 days from pricing date (target: July 1, 2026 through December 28, 2026)	180 days from pricing date (target: July 1, 2026 through December 28, 2026)
Lock-Up Agreement	Executed in favor of Westbridge Securities LLC as Representative	Executed in favor of Westbridge Securities LLC as Representative

FORM OF SELLING SHAREHOLDER CERTIFICATE
Certificate Delivered Pursuant to Section [●] of the Underwriting Agreement
Underwriting Agreement dated as of [●], 2026 (the "Underwriting Agreement"), among Halcyon Semiconductor Aktiengesellschaft, the Selling Shareholders named therein, and the several Underwriters named in Schedule I thereto, for whom Westbridge Securities LLC is acting as Representative
NOTE: This document constitutes a form certificate. Two separate originals shall be executed — one by Rheintal Industrieholding Gesellschaft mit beschränkter Haftung and one by Kestrel Capital Partners Aktiengesellschaft — each individually completed with the applicable Selling Shareholder information indicated by bracketed placeholders herein. Bracketed references to section numbers (indicated by "[●]") shall be completed upon finalization of the Underwriting Agreement.
TARGET CLOSING/SETTLEMENT DATE: July 6, 2026 (T+2 from pricing on July 1, 2026)
SELLING SHAREHOLDER CERTIFICATE
The undersigned, being a duly authorized representative of [Insert name of Selling Shareholder]¹ (the "Selling Shareholder"), hereby delivers this certificate (this "Certificate") pursuant to Section [●] of the Underwriting Agreement, dated as of [●], 2026 (the "Underwriting Agreement"), among Halcyon Semiconductor Aktiengesellschaft, a German stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany (the "Company"), the Selling Shareholders named therein, and the several Underwriters named in Schedule I thereto, for whom Westbridge Securities LLC is acting as representative (the "Representative").
Capitalized terms used but not defined in this Certificate shall have the meanings ascribed to such terms in the Underwriting Agreement, unless the context otherwise requires.
This Certificate is being delivered in connection with the offering (the "Offering") of American Depositary Shares ("ADSs"), each representing two (2) ordinary shares (Stammaktien), no par value (Stückaktien), of the Company (the "Ordinary Shares"), registered under a Registration Statement on Form F-1 (File No. 333-[●]) filed with the Securities and Exchange Commission (the "SEC"). The ADSs are issued pursuant to the Deposit Agreement, dated as of [●], 2026, among the Company, Meridian Trust Company, N.A., as depositary (the "Depositary"), and all holders and beneficial owners of ADSs from time to time (the "Deposit Agreement"). Each ADS represents two (2) Ordinary Shares (the "ADS Ratio").
The Selling Shareholder is:
[If Rheintal Industrieholding GmbH:] Rheintal Industrieholding Gesellschaft mit beschränkter Haftung, a German limited liability company (Gesellschaft mit beschränkter Haftung) registered in Düsseldorf, Federal Republic of Germany, selling 8,500,000 Ordinary Shares of the Company, corresponding to 4,250,000 ADSs (based on the ADS Ratio of two Ordinary Shares per ADS).
[If Kestrel Capital Partners AG:] Kestrel Capital Partners Aktiengesellschaft, a Swiss stock corporation (Aktiengesellschaft) registered in Glenrock Assurance, Switzerland, selling 4,300,000 Ordinary Shares of the Company, corresponding to 2,150,000 ADSs (based on the ADS Ratio of two Ordinary Shares per ADS).
¹ To be completed by the executing Selling Shareholder with its full legal name. See Schedule A attached hereto for specific Selling Shareholder data.
SECTION 1: DEFINITIONS
For purposes of this Certificate, the following terms shall have the meanings set forth below:
"ADSs" means American Depositary Shares, each representing two (2) Ordinary Shares of the Company, issued by Meridian Trust Company, N.A., as Depositary, pursuant to the Deposit Agreement.
"Closing Date" means [Insert date], 2026 (target: July 6, 2026), being the date on which the closing and settlement of the sale of the Selling Shareholder Shares to the Underwriters is scheduled to occur.
"Company" means Halcyon Semiconductor Aktiengesellschaft, a German stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany.
"Depositary" means Meridian Trust Company, N.A., acting in its capacity as depositary under the Deposit Agreement.
"Deposit Agreement" means the Deposit Agreement, dated as of [●], 2026, among the Company, the Depositary, and all holders and beneficial owners of ADSs from time to time, as the same may be amended, supplemented, or otherwise modified from time to time.
"Effective Date" means the date on which the Registration Statement was declared effective by the SEC (target: June 22, 2026).
"Option Closing Date" means, if applicable, the date of any additional closing in connection with the exercise by the Underwriters of the overallotment option granted pursuant to Section [●] of the Underwriting Agreement.
"Ordinary Shares" means ordinary shares (Stammaktien), no par value (Stückaktien), of the Company.
"Pricing Agreement" means the Pricing Agreement, dated as of [●], 2026, among the Company, the Selling Shareholders, and the Representative, relating to the pricing of the ADSs offered pursuant to the Underwriting Agreement.
"Prospectus" means the final prospectus, dated [●], 2026, forming part of the Registration Statement, including all documents incorporated by reference therein and any supplements thereto.
"Registration Statement" means the Registration Statement on Form F-1 (File No. 333-[●]) of the Company relating to the ADSs, including all amendments and exhibits thereto and all documents incorporated by reference therein, as declared effective by the SEC on the Effective Date.
"Representative" means Westbridge Securities LLC, in its capacity as representative of the several Underwriters.
"Selling Shareholder Shares" means the Ordinary Shares to be sold by the Selling Shareholder as set forth in Schedule II to the Underwriting Agreement, being [8,500,000 Ordinary Shares if Rheintal Industrieholding GmbH] [4,300,000 Ordinary Shares if Kestrel Capital Partners AG].
"Underwriters" means the several underwriters named in Schedule I to the Underwriting Agreement, consisting of Westbridge Securities LLC, Pinnacle Morgan & Co., Inc., Andover Barcliffe Group Inc., and Northpointe Capital LLC.
"Underwriting Agreement" means the Underwriting Agreement, dated as of [●], 2026, among the Company, the Selling Shareholders, and the several Underwriters, as the same may be amended, supplemented, or otherwise modified from time to time in accordance with its terms.
SECTION 2: CERTIFICATION OF REPRESENTATIONS AND WARRANTIES
The Selling Shareholder hereby certifies that each of the representations and warranties made by the Selling Shareholder in Section [●] of the Underwriting Agreement is true and correct in all material respects as of the date hereof (the Closing Date), with the same force and effect as though such representations and warranties had been made on and as of the Closing Date (except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date).
Without limiting the generality of the foregoing, the Selling Shareholder specifically certifies the continued truth and correctness in all material respects of the following representations and warranties as of the Closing Date:
2.1 Organization and Good Standing
The Selling Shareholder is duly organized, validly existing, and in good standing (or equivalent status under the laws of its jurisdiction of organization) under the laws of its jurisdiction of organization, with full organizational power and authority to own, lease, and operate its properties and assets and to conduct its business as currently conducted.
(a) If Rheintal Industrieholding GmbH: The Selling Shareholder is duly organized and validly existing as a Gesellschaft mit beschränkter Haftung (limited liability company) under the laws of the Federal Republic of Germany, with its registered office in Düsseldorf, Germany, and is duly registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Düsseldorf.
(b) If Kestrel Capital Partners AG: The Selling Shareholder is duly organized and validly existing as an Aktiengesellschaft (stock corporation) under the laws of Switzerland, with its registered office in Glenrock Assurance, Switzerland, and is duly registered with the commercial register (Handelsregister) of the Canton of Glenrock Assurance.
2.2 Authority and Power
The Selling Shareholder has full right, power, and authority to (i) enter into and perform its obligations under the Underwriting Agreement, the Pricing Agreement, the Custody Agreement, and the Power of Attorney (collectively, the "Transaction Documents"), and (ii) sell, transfer, and deliver the Selling Shareholder Shares as contemplated by the Transaction Documents. The Selling Shareholder has all requisite corporate or other organizational power and authority necessary to execute and deliver each of the Transaction Documents and to consummate the transactions contemplated thereby, including the sale, transfer, and delivery of the Selling Shareholder Shares to the several Underwriters or the Depositary on their behalf.
2.3 Due Authorization
The execution, delivery, and performance by the Selling Shareholder of each of the Transaction Documents, including the Underwriting Agreement, the Pricing Agreement, the Custody Agreement, and the Power of Attorney, have been duly authorized by all necessary corporate or other organizational action on the part of the Selling Shareholder. No further approval, authorization, consent, order, or other action of or filing with any person, entity, governmental authority, regulatory body, or other third party is required in connection with the execution, delivery, or performance by the Selling Shareholder of any of the Transaction Documents or the consummation by the Selling Shareholder of the transactions contemplated thereby, except for such approvals, authorizations, consents, orders, actions, or filings as have been obtained or made on or prior to the date hereof and remain in full force and effect.
2.4 Valid and Binding Obligations
Each of the Transaction Documents, including the Underwriting Agreement, the Pricing Agreement, the Custody Agreement, and the Power of Attorney, constitutes a legal, valid, and binding obligation of the Selling Shareholder, enforceable against the Selling Shareholder in accordance with its respective terms, subject in each case to (a) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and other similar laws of general applicability relating to or affecting the enforcement of creditors' rights generally, and (b) general principles of equity, whether applied in a proceeding at law or in equity (collectively, the "Enforceability Exceptions").
2.5 Title to Shares
The Selling Shareholder has, and on the Closing Date will have, good and valid title to the Selling Shareholder Shares, free and clear of all liens, pledges, encumbrances, equities, security interests, charges, claims, preemptive rights, rights of first refusal, and restrictions on transfer of any nature whatsoever (collectively, "Liens"), other than (i) restrictions arising under applicable federal and state securities laws and the securities laws of any applicable foreign jurisdiction, (ii) restrictions arising under the Lock-Up Agreement executed by the Selling Shareholder in favor of the Representative, and (iii) restrictions arising under the Underwriting Agreement.
(a) If Rheintal Industrieholding GmbH: The Selling Shareholder Shares consist of 8,500,000 Ordinary Shares out of a total holding of 47,945,000 Ordinary Shares (representing approximately 22.3% of the outstanding Ordinary Shares of the Company prior to the Offering). Following the sale of the Selling Shareholder Shares, the Selling Shareholder will retain 39,445,000 Ordinary Shares.
(b) If Kestrel Capital Partners AG: The Selling Shareholder Shares consist of 4,300,000 Ordinary Shares out of a total holding of 20,855,000 Ordinary Shares (representing approximately 9.7% of the outstanding Ordinary Shares of the Company prior to the Offering). Following the sale of the Selling Shareholder Shares, the Selling Shareholder will retain 16,555,000 Ordinary Shares.
Upon delivery of, and payment for, the Selling Shareholder Shares pursuant to the Underwriting Agreement, the Underwriters (or the Depositary on their behalf) will receive good and valid title to the Selling Shareholder Shares, free and clear of all Liens, encumbrances, equities, security interests, and claims.
2.6 No Conflicts
The sale of the Selling Shareholder Shares and the execution, delivery, and performance by the Selling Shareholder of the Transaction Documents, including the Underwriting Agreement, the Pricing Agreement, the Custody Agreement, and the Power of Attorney, and the consummation by the Selling Shareholder of the transactions contemplated thereby, do not and will not:
(a) violate, conflict with, or result in a breach of any provision of the Selling Shareholder's organizational documents, including its Gesellschaftsvertrag (articles of association of a GmbH), Satzung (articles of association of an AG), or other equivalent constituent documents, as applicable;
(b) violate, conflict with, or result in a breach of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or give rise to any right of termination, cancellation, acceleration, or modification of, or any obligation to make any payment under, any agreement, indenture, lease, license, permit, mortgage, note, bond, or other instrument or obligation to which the Selling Shareholder is a party or by which the Selling Shareholder or any of its properties or assets is bound;
(c) violate or conflict with any applicable law, statute, rule, regulation, judgment, order, writ, injunction, or decree of any court, governmental authority, administrative agency, or regulatory body, whether domestic or foreign, applicable to the Selling Shareholder or any of its properties or assets; or
(d) result in the creation or imposition of any Lien, encumbrance, charge, or claim on any property or assets of the Selling Shareholder, including the Selling Shareholder Shares.
2.7 No Registration Rights
The Selling Shareholder has not granted to any person or entity any rights of registration under the Securities Act of 1933, as amended (the "Securities Act"), or under any similar state or foreign securities laws with respect to any securities of the Company that have not been satisfied in full or validly waived in writing in connection with the Offering. No person or entity has any right, contractual or otherwise, to require the Company or the Selling Shareholder to register any securities of the Company for sale under the Securities Act by reason of the filing of the Registration Statement or the consummation of the Offering, except for such rights as have been duly waived or satisfied prior to the date hereof.
2.8 No Stabilization or Manipulation
The Selling Shareholder has not taken, and will not take, directly or indirectly, any action designed to, or that might reasonably be expected to, cause or result in the stabilization or manipulation of the price of the ADSs or the Ordinary Shares in violation of Regulation M under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any other applicable law, rule, or regulation. The Selling Shareholder has not distributed and will not distribute any offering material in connection with the Offering except the Prospectus and any materials permitted under the Securities Act and approved by the Representative.
2.9 Disclosure.  All information furnished by or on behalf of the Selling Shareholder in writing specifically for use in the Registration Statement and the Prospectus (including all amendments and supplements thereto) is, as of the date hereof, true, correct, and complete in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
The Selling Shareholder Questionnaire, as completed and delivered by the Selling Shareholder to the Company, the Representative, and their respective counsel in connection with the preparation of the Registration Statement and the Prospectus, was true and correct in all material respects as of the date of its delivery and remains true and correct in all material respects as of the date hereof.
2.10 No Directed Selling Efforts (Regulation S)
The Selling Shareholder has not engaged in, and will not engage in, any "directed selling efforts" (as such term is defined in Regulation S under the Securities Act) with respect to the ADSs or the Ordinary Shares outside the United States that would require the registration of the Offering or any part thereof under the Securities Act. The Selling Shareholder has complied with, and will continue to comply with, all applicable requirements of Regulation S in connection with the Offering.
2.11 FINRA Matters
The Selling Shareholder has fully and accurately disclosed in its Selling Shareholder Questionnaire all affiliations, associations, and relationships between the Selling Shareholder (and its officers, directors, partners, members, managers, and five-percent-or-greater equity holders) and any member firm of the Financial Industry Regulatory Authority ("FINRA"), including any broker-dealer that is a FINRA member. The Selling Shareholder has not made any payments or provided any consideration, directly or indirectly, to any FINRA member or any person associated with a FINRA member in connection with the Offering, except as disclosed in the Registration Statement and the Prospectus.
SECTION 3: CERTIFICATION REGARDING NO MATERIAL ADVERSE CHANGE
The Selling Shareholder hereby certifies that, to the actual knowledge of the Selling Shareholder (after due inquiry of its senior officers and representatives having responsibility for matters relating to the Company and the Selling Shareholder's investment therein), since the date of the most recent financial statements included or incorporated by reference in the Registration Statement and the Prospectus, there has been no Material Adverse Change (as such term is defined in Section [●] of the Underwriting Agreement) with respect to the Selling Shareholder. The Selling Shareholder is not aware of any event, condition, circumstance, or development that has occurred or is reasonably likely to occur that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change with respect to the Selling Shareholder or that would materially and adversely affect the ability of the Selling Shareholder to perform its obligations under the Transaction Documents or to consummate the transactions contemplated thereby.
SECTION 4: CERTIFICATION REGARDING COMPLIANCE WITH CONDITIONS PRECEDENT
The Selling Shareholder hereby certifies that all conditions precedent to the obligations of the Selling Shareholder under the Underwriting Agreement and the Pricing Agreement that are required to be satisfied on or before the Closing Date have been duly and timely satisfied in all respects. Without limiting the foregoing, the Selling Shareholder certifies that it has performed and complied in all material respects with all agreements, covenants, obligations, and conditions on its part to be performed or complied with under the Underwriting Agreement and the Pricing Agreement on or before the Closing Date.
The Selling Shareholder further certifies that no event has occurred or condition exists that would entitle the Underwriters to decline to purchase the Selling Shareholder Shares or to terminate their obligations under the Underwriting Agreement pursuant to Section [●] thereof.
SECTION 5: CERTIFICATION REGARDING LOCK-UP COMPLIANCE
The Selling Shareholder hereby certifies that, as of the Closing Date, the Selling Shareholder is in full compliance with the terms and conditions of the Lock-Up Agreement, dated as of [●], 2026, executed by the Selling Shareholder in favor of Westbridge Securities LLC, as Representative of the Underwriters (the "Lock-Up Agreement").
The Lock-Up Agreement remains in full force and effect and has not been amended, modified, waived, or terminated. The Lock-Up Agreement is binding upon the Selling Shareholder in accordance with its terms with respect to all Ordinary Shares retained by the Selling Shareholder following the Offering, specifically:
(a) If Rheintal Industrieholding GmbH: The Lock-Up Agreement applies to 39,445,000 Ordinary Shares retained by the Selling Shareholder following the sale of the Selling Shareholder Shares in the Offering, representing approximately 16.1% of the 245,000,000 Ordinary Shares expected to be outstanding upon completion of the Offering (inclusive of the primary shares issued by the Company in the Offering).
(b) If Kestrel Capital Partners AG: The Lock-Up Agreement applies to 16,555,000 Ordinary Shares retained by the Selling Shareholder following the sale of the Selling Shareholder Shares in the Offering, representing approximately 6.8% of the 245,000,000 Ordinary Shares expected to be outstanding upon completion of the Offering (inclusive of the primary shares issued by the Company in the Offering).
The 180-day lock-up period commences on the pricing date of the Offering (target: July 1, 2026) and expires on December 28, 2026, unless earlier released or extended in accordance with the terms of the Lock-Up Agreement and applicable FINRA rules.
The Selling Shareholder has not, since the date of execution of the Lock-Up Agreement, directly or indirectly, offered, sold, contracted to sell, pledged, granted any option to purchase, made any short sale of, or otherwise disposed of or transferred any Ordinary Shares, ADSs, or any securities convertible into or exercisable or exchangeable for Ordinary Shares or ADSs, or entered into any swap, hedge, or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Ordinary Shares or ADSs, except as expressly permitted under the Lock-Up Agreement or with the prior written consent of the Representative.
SECTION 6: CERTIFICATION REGARDING DELIVERY OF SHARES
The Selling Shareholder hereby certifies that it has duly delivered, or caused to be delivered, the Selling Shareholder Shares to the custodian duly appointed by the Selling Shareholder under the Custody Agreement and Power of Attorney (the "Custodian") for deposit with the German sub-custodian designated under the Deposit Agreement, in form suitable for transfer and deposit, free and clear of all Liens, encumbrances, equities, security interests, and claims.
The Selling Shareholder has duly and irrevocably authorized and directed the Custodian to deliver the Selling Shareholder Shares to the German sub-custodian acting for and on behalf of Meridian Trust Company, N.A., as Depositary, for conversion into ADSs in accordance with the terms of the Deposit Agreement and subsequent delivery of such ADSs to or for the account of the several Underwriters through the book-entry facilities of The Depository Trust Company ("DTC"), against payment of the applicable purchase price therefor, less the applicable underwriting discount.
The gross underwriting spread applicable to the Selling Shareholder Shares is 3.50% of the gross proceeds attributable to such shares. The Selling Shareholder acknowledges and agrees that the purchase price to be paid by the Underwriters for the Selling Shareholder Shares shall be the public offering price per ADS set forth in the Pricing Agreement, less the underwriting discount of 3.50%, multiplied by the number of ADSs corresponding to the Selling Shareholder Shares.
The Selling Shareholder further certifies that all necessary share transfer forms, stock transfer tax stamps (if any), endorsements, and other documents and instruments required to effect the valid transfer of the Selling Shareholder Shares to the Depositary or its nominee for conversion into ADSs have been duly executed, delivered, and are in proper form.
SECTION 7: CERTIFICATION REGARDING CUSTODY AGREEMENT AND POWER OF ATTORNEY
The Selling Shareholder hereby certifies that the Custody Agreement and Power of Attorney executed by the Selling Shareholder in connection with the Offering (the "Custody Agreement and Power of Attorney") remain in full force and effect as of the Closing Date and have not been revoked, amended, modified, superseded, or terminated by the Selling Shareholder.
The authority granted by the Selling Shareholder to the attorney-in-fact and/or the Custodian under the Custody Agreement and Power of Attorney has not been revoked, rescinded, or otherwise limited, and such authority remains effective and irrevocable through the completion of all transactions contemplated by the Underwriting Agreement and the Pricing Agreement.
All actions heretofore taken by the attorney-in-fact and/or the Custodian on behalf of the Selling Shareholder in connection with the Offering, including the execution and delivery of the Underwriting Agreement, the Pricing Agreement, and any other documents, instruments, or agreements executed on behalf of the Selling Shareholder in connection with the Offering, are hereby ratified, confirmed, and approved in all respects by the Selling Shareholder.
SECTION 8: CERTIFICATION REGARDING TAX MATTERS
The Selling Shareholder hereby certifies that it has provided, or caused to be provided, all necessary tax documentation, certifications, and information required in connection with the sale of the Selling Shareholder Shares, including:
(a) any certifications, forms, or documentation required under the German Income Tax Act (Einkommensteuergesetz) and the German Corporation Tax Act (Körperschaftsteuergesetz) in connection with the withholding tax (Kapitalertragsteuer) obligations applicable to the disposition of the Ordinary Shares;
(b) any forms, certifications, or other documentation required under the United States Internal Revenue Code of 1986, as amended, or the regulations promulgated thereunder, including IRS Form W-8BEN-E (or any applicable successor form), as applicable;
(c) any forms, certifications, or other documentation required under any applicable double taxation treaty between the Federal Republic of Germany and the country of tax residence of the Selling Shareholder or between Switzerland and the Federal Republic of Germany, as applicable; and
(d) any other tax documentation reasonably requested by the Company, the Representative, the Depositary, or their respective counsel in connection with the Offering.
The Selling Shareholder is aware of, and has consulted with its own tax advisors regarding, the German withholding tax obligations applicable to the disposition of the Ordinary Shares by the Selling Shareholder, including any obligations arising under Section 43 et seq. of the German Income Tax Act (Einkommensteuergesetz).
SECTION 9: NO OTHER MATERIAL INFORMATION
The Selling Shareholder hereby certifies that there are no facts, events, circumstances, conditions, or developments known to the Selling Shareholder (after due inquiry of its senior officers and representatives) that would cause any of the representations or warranties of the Selling Shareholder contained in the Underwriting Agreement, the Pricing Agreement, or this Certificate to be untrue, incorrect, or misleading in any material respect as of the Closing Date.
The Selling Shareholder has disclosed to the Company, the Representative, Calderwood & Harkness LLP (as United States counsel to the Company), and Varen & Kessler LLP (as United States counsel to the Underwriters) all information known to the Selling Shareholder that could reasonably be expected to be material to the Offering or to the Underwriters' decision to consummate the transactions contemplated by the Underwriting Agreement, including all information that could reasonably be expected to be required to be disclosed in the Registration Statement and the Prospectus. The Selling Shareholder is not in possession of any material non-public information regarding the Company, its business, financial condition, results of operations, or prospects that has not been disclosed in the Registration Statement and the Prospectus.
SECTION 10: RELIANCE
The Selling Shareholder acknowledges and agrees that each of the following persons and entities is entitled to rely, and will rely, upon this Certificate and the certifications, representations, warranties, and statements contained herein in connection with the consummation of the transactions contemplated by the Underwriting Agreement:
(a) the several Underwriters, including Westbridge Securities LLC, Pinnacle Morgan & Co., Inc., Andover Barcliffe Group Inc., and Northpointe Capital LLC;
(b) the Company;
(c) Calderwood & Harkness LLP, as United States counsel to the Company;
(d) Varen & Kessler LLP, as United States counsel to the Underwriters;
(e) Bähr Stein Rechtsanwälte, as German counsel to the Company; and
(f) Prumvane Thornton LLP, as German counsel to the Underwriters.
This Certificate and the certifications, representations, warranties, and statements made herein shall survive the Closing Date and shall continue in full force and effect for the benefit of the foregoing persons and entities regardless of any investigation made by or on behalf of any such person or entity.
SECTION 11: GOVERNING LAW
This Certificate shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law rules or principles thereof (other than Section 5-1401 of the New York General Obligations Law), consistent with Section [●] of the Underwriting Agreement.
[Remainder of page intentionally left blank. Signature page follows.]
[SIGNATURE PAGE — RHEINTAL INDUSTRIEHOLDING GmbH VERSION]
IN WITNESS WHEREOF, the undersigned has duly executed this Selling Shareholder Certificate as of the date set forth below.
RHEINTAL INDUSTRIEHOLDING GESELLSCHAFT MIT BESCHRÄNKTER HAFTUNG
By: ________
Name: Margarethe Wendt
Title: Managing Director (Geschäftsführerin)
Date: [●], 2026
Address:
Königsallee 60 40212 Düsseldorf Federal Republic of Germany
[SIGNATURE PAGE — KESTREL CAPITAL PARTNERS AG VERSION]
IN WITNESS WHEREOF, the undersigned has duly executed this Selling Shareholder Certificate as of the date set forth below.
KESTREL CAPITAL PARTNERS AKTIENGESELLSCHAFT
By: ________
Name: Henrik Sørensen
Title: Managing Partner
Date: [●], 2026
Address:
Bahnhofstrasse 36 8001 Glenrock Assurance Switzerland
SCHEDULE A
SELLING SHAREHOLDER DETAILS
The following table sets forth the specific data points applicable to each Selling Shareholder executing this Certificate. The executing Selling Shareholder shall complete this Schedule A with the information corresponding to such Selling Shareholder.
FORMATTING AND EXECUTION NOTES
(Internal Drafting Instructions — Not Part of the Form Certificate)
The following instructions are for the internal use of counsel and are not to be included in the final executed version of the Certificate:
1.  Execution. This is a form certificate. Two separate originals shall be executed — one by Rheintal Industrieholding Gesellschaft mit beschränkter Haftung and one by Kestrel Capital Partners Aktiengesellschaft. Each Selling Shareholder shall complete the applicable bracketed placeholders with the information specific to such Selling Shareholder as set forth in Schedule A.
2.  Letterhead / Format. The Certificate may be printed on the executing Selling Shareholder's letterhead or on plain paper, at the preference of the executing Selling Shareholder and its counsel.
3.  Delivery. Executed originals of this Certificate shall be delivered to Westbridge Securities LLC (as Representative of the Underwriters) and to Calderwood & Harkness LLP (as United States counsel to the Company) at or prior to the Closing Date (target: July 6, 2026). Delivery may be made by hand, overnight courier, or electronic transmission (PDF), with originals to follow by overnight courier.
4.  Copies. Copies of the executed Certificate shall be provided to:
•  Varen & Kessler LLP (United States counsel to the Underwriters)
•  Bähr Stein Rechtsanwälte (German counsel to the Company)
•  Prumvane Thornton LLP (German counsel to the Underwriters)
5.  Overallotment Option. If the overallotment option is exercised by the Underwriters (for up to 3,210,000 additional ADSs, representing up to 6,420,000 Ordinary Shares), a supplemental or bring-down certificate in substantially the form of this Certificate, updated as of the applicable Option Closing Date, may be required to be delivered by each Selling Shareholder selling additional Ordinary Shares in connection with such exercise. Counsel should confirm whether the Selling Shareholders are participating in the overallotment option and prepare supplemental certificates accordingly.
6.  Cross-References. Bracketed section numbers (indicated by "[●]") are to be completed once the final form of the Underwriting Agreement is executed. Counsel should ensure that all cross-references correspond to the applicable sections of the Underwriting Agreement as finalized.
7.  Related-Party Disclosure. Margarethe Wendt, Managing Director (Geschäftsführerin) of Rheintal Industrieholding Gesellschaft mit beschränkter Haftung, is the sister of Dr. Friedrich Wendt, Chief Executive Officer (Vorstandsvorsitzender) of Halcyon Semiconductor Aktiengesellschaft. This related-party relationship is disclosed in the Registration Statement and the Prospectus under the heading "Related Party Transactions" and in the Selling Shareholder Questionnaire submitted by Rheintal. No additional disclosure action is required in this Certificate, but counsel should verify that the disclosure in the Registration Statement and Prospectus remains current and accurate as of the Closing Date.
Item | Rheintal Industrieholding GmbH | Kestrel Capital Partners AG
Full Legal Name | Rheintal Industrieholding Gesellschaft mit beschränkter Haftung | Kestrel Capital Partners Aktiengesellschaft
Jurisdiction of Organization | Düsseldorf, Federal Republic of Germany | Glenrock Assurance, Switzerland
Entity Type | Gesellschaft mit beschränkter Haftung (GmbH) | Aktiengesellschaft (AG)
Authorized Representative | Margarethe Wendt, Managing Director (Geschäftsführerin) | Henrik Sørensen, Managing Partner
Pre-Offering Ordinary Shares Held | 47,945,000 Ordinary Shares (approximately 22.3% of pre-IPO outstanding) | 20,855,000 Ordinary Shares (approximately 9.7% of pre-IPO outstanding)
Selling Shareholder Shares (Ordinary Shares) | 8,500,000 Ordinary Shares | 4,300,000 Ordinary Shares
Selling Shareholder Shares (ADSs) | 4,250,000 ADSs | 2,150,000 ADSs
Post-Offering Ordinary Shares Retained | 39,445,000 Ordinary Shares (approximately 16.1% of 245,000,000 post-IPO outstanding) | 16,555,000 Ordinary Shares (approximately 6.8% of 245,000,000 post-IPO outstanding)
Lock-Up Period | 180 days from pricing date (target: July 1, 2026 through December 28, 2026) | 180 days from pricing date (target: July 1, 2026 through December 28, 2026)
Lock-Up Agreement | Executed in favor of Westbridge Securities LLC as Representative | Executed in favor of Westbridge Securities LLC as Representative