1032-00003 · Client 1032 · Corporate Governance & Listing

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CODE OF BUSINESS CONDUCT AND ETHICS

HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT

Adopted by the Vorstand (Management Board) and Approved by the Aufsichtsrat (Supervisory Board) in Connection with the Listing of American Depositary Shares on the Nasdaq Global Select Market

DRAFT — Prepared by Calderwood & Harkness LLP for Review and Adoption by Halcyon Semiconductor AG

Matter No.: 1032-00003

This Code is designed to comply with Nasdaq Listing Rule 5610, Section 406 of the Sarbanes-Oxley Act of 2002, and Item 16B of Form 20-F. This Code shall be effective upon the listing of Halcyon ADSs (ticker: HCYN) on the Nasdaq Global Select Market.

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I. INTRODUCTION AND PURPOSE

A. Statement of Purpose

Halcyon Semiconductor Aktiengesellschaft ("Halcyon," the "Company," "we," "us," or "our"), a German stock corporation (Aktiengesellschaft) registered in Munich, Bavaria (Commercial Register HRB 217458, Amtsgericht München) and headquartered at Maximilianstraße 72, 80539 Munich, Germany, has adopted this Code of Business Conduct and Ethics (this "Code") in connection with the listing of its American Depositary Shares ("ADSs") on the Nasdaq Global Select Market.

The Company's ordinary shares (Stammaktien) are listed on the Frankfurt Stock Exchange (FRA: HCY) in the Prime Standard segment. The ADSs, each representing two ordinary shares of the Company with no par value (Stückaktien), will be listed on the Nasdaq Global Select Market under the ticker symbol "HCYN." The ADSs are issued pursuant to a deposit agreement between the Company and the depositary bank identified in the Company's registration statement on Form F-1 filed with the U.S. Securities and Exchange Commission (the "SEC").

This Code sets forth the standards of ethical conduct and legal compliance applicable to all Covered Persons (as defined in Section I.C below). The Company is committed to conducting its business with the highest standards of integrity and in compliance with applicable legal and regulatory requirements across all jurisdictions in which it operates.

This Code is designed to promote, among other things:

1. Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

2. Full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, the SEC and other regulatory authorities, and in other public communications made by the Company;

3. Compliance with applicable laws, rules, and regulations, including applicable governmental laws, rules, and regulations in all jurisdictions in which the Company operates;

4. The prompt internal reporting of violations of this Code to an appropriate person or persons identified in this Code; and

5. Accountability for adherence to this Code.

Each Covered Person is expected to read this Code carefully, understand its provisions, and comply with both the letter and the spirit of the standards set forth herein. Failure to comply with this Code may result in disciplinary action, up to and including termination of employment or removal from office, as described more fully in Section XIV below.

B. Regulatory Basis

This Code has been adopted to satisfy the following regulatory requirements applicable to the Company:

Sarbanes-Oxley Act of 2002, Section 406. Section 406 of the Sarbanes-Oxley Act of 2002 ("SOX") requires the Company to disclose whether it has adopted a code of ethics applicable to its principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. This Code constitutes the "code of ethics" within the meaning of Section 406.

Nasdaq Listing Rule 5610. Nasdaq Listing Rule 5610 requires each company listed on the Nasdaq Global Select Market to adopt a code of conduct applicable to all directors, officers, and employees. This Code satisfies that requirement.

SEC Regulation S-K Item 406 and Item 16B of Form 20-F. The SEC requires disclosure in the Company's annual report on Form 20-F regarding the adoption of a code of ethics, including any amendments to or waivers from such code. The Company will comply with these disclosure requirements as described in Section XV below.

Foreign Private Issuer Status. As a foreign private issuer ("FPI") under Rule 3b-4 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Halcyon is entitled to certain corporate governance exemptions under Nasdaq Rule 5615(a)(3), which permits FPIs to follow home-country corporate governance practices in lieu of certain Nasdaq corporate governance requirements. Notwithstanding the availability of these exemptions, the Company has elected to adopt this Code in its entirety to meet U.S. listing standards and to demonstrate its commitment to the highest standards of corporate governance. To the extent the Company relies on any home-country practice exemptions from other Nasdaq corporate governance standards, such reliance will be disclosed as required by Nasdaq Rule 5615(a)(3).

C. Scope — Covered Persons

This Code applies to all directors (members of the Aufsichtsrat, or Supervisory Board), officers (members of the Vorstand, or Management Board), and employees of Halcyon and its worldwide subsidiaries (collectively, "Covered Persons"), including, without limitation, the officers and employees of the following entities:

(a) Halcyon Semiconductor USA Inc., a Delaware corporation with its principal office at 2500 Augustine Drive, Suite 100, Santa Clara, California 95054, United States;

(b) Halcyon Power Solutions GmbH, a German limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of the Federal Republic of Germany, with its registered office in Dresden, Germany;

(c) Halcyon Asia Pacific Pte. Ltd., a private limited company organized under the laws of the Republic of Singapore, with its registered office in Singapore;

(d) Halcyon Shanghai Semiconductor Co., Ltd. (哈尔希恩上海半导体有限公司), a limited liability company organized under the laws of the People's Republic of China, with its registered office in Shanghai, PRC; and

(e) Halcyon Automotive Components s.r.o., a limited liability company (společnost s ručením omezeným) organized under the laws of the Czech Republic, with its registered office in Brno, Czech Republic.

In addition to the foregoing, contractors, consultants, agents, and other third parties acting on behalf of the Company are expected to adhere to the principles of this Code when performing services for or on behalf of the Company. The Company's arrangements with such third parties should include, where appropriate, contractual provisions requiring compliance with standards consistent with this Code.

References to "the Company" in this Code shall, unless the context otherwise requires, include all of the subsidiaries and affiliates identified above.

D. Additional Code of Ethics for Senior Financial Officers

Pursuant to Section 406 of SOX, this Code constitutes the "code of ethics" applicable to the Company's principal executive officer (the Chief Executive Officer, or Vorstandsvorsitzender, currently Dr. Friedrich Wendt), principal financial officer (the Chief Financial Officer, or Finanzvorstand, currently Katarina Dalmqvist), principal accounting officer, controller, and all other persons performing similar functions within the Company or any of its subsidiaries (collectively, the "Senior Financial Officers"). In addition to the general obligations applicable to all Covered Persons set forth throughout this Code, Section XII below sets forth additional specific obligations applicable to the Senior Financial Officers.

II. COMPLIANCE WITH LAWS, RULES, AND REGULATIONS

A. General Obligation

Obeying the law, both in letter and in spirit, is the foundation on which this Company's ethical standards are built. All Covered Persons must comply with applicable laws, rules, and regulations of every jurisdiction in which the Company operates. Given the multinational scope of the Company's operations, this obligation encompasses, without limitation, the following bodies of law:

(a) German law, including the German Stock Corporation Act (Aktiengesetz, or "AktG"), the German Commercial Code (Handelsgesetzbuch, or "HGB"), German tax law, German labor law, and all other applicable statutes, regulations, and administrative guidance of the Federal Republic of Germany and the Free State of Bavaria;

(b) United States federal and state law, including the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Sarbanes-Oxley Act of 2002, and the rules and regulations promulgated thereunder by the SEC, as well as applicable laws of the State of Delaware (as the jurisdiction of incorporation of Halcyon Semiconductor USA Inc.) and the State of California;

(c) European Union regulations and directives, including the Market Abuse Regulation (EU) No. 596/2014, the General Data Protection Regulation (EU) 2016/679, the EU Dual-Use Regulation (EU) 2021/821, and other applicable EU legislation;

(d) Laws of the Republic of Singapore, applicable to the operations of Halcyon Asia Pacific Pte. Ltd.;

(e) Laws of the People's Republic of China, applicable to the operations of Halcyon Shanghai Semiconductor Co., Ltd., including the PRC Company Law, PRC Securities Law, and the Personal Information Protection Law; and

(f) Laws of the Czech Republic, applicable to the operations of Halcyon Automotive Components s.r.o.

Specific emphasis is placed on compliance with U.S. securities laws given the Company's status as a reporting company with ADSs listed on the Nasdaq Global Select Market. The Company's dual listing on the Frankfurt Stock Exchange and Nasdaq imposes overlapping and, at times, concurrent regulatory obligations. All Covered Persons must be mindful of the requirements of both regulatory regimes.

If a Covered Person believes that compliance with applicable law in one jurisdiction would result in a violation of the law of another jurisdiction, or if there is any uncertainty about the application or interpretation of any law, rule, or regulation, the Covered Person must consult with the General Counsel's office before taking any action.

B. Securities Laws Compliance

Halcyon's status as a foreign private issuer filing annual reports on Form 20-F and furnishing current reports on Form 6-K with the SEC imposes ongoing disclosure and compliance obligations on the Company and its officers, directors, and employees.

All Covered Persons must ensure that public disclosures made by the Company — whether in SEC filings, press releases, investor presentations, earnings calls, or other public communications — are full, fair, accurate, timely, and understandable. The Company's Disclosure Committee, once established, will be responsible for overseeing the Company's public disclosure process and for evaluating the materiality of information for purposes of SEC reporting obligations.

No Covered Person shall knowingly misrepresent, or cause others to misrepresent, facts about the Company to the Company's independent auditors, Blackmere & Whitfield LLP / GmbH Wirtschaftsprüfungsgesellschaft, or to any regulatory authority, including the SEC, the Frankfurt Stock Exchange, the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, or "BaFin"), or any other governmental or regulatory body. Any Covered Person who becomes aware of a material misstatement in any filing or public communication must immediately report such misstatement to the General Counsel or the Chief Financial Officer.

C. Sarbanes-Oxley Compliance

The Company will implement phased SOX compliance as applicable to foreign private issuers. As an emerging growth company or newly listed FPI, the Company's SOX compliance obligations will phase in according to the following timeline:

(a) Sections 302 and 906 Certifications. Commencing with the Company's first annual report on Form 20-F, the CEO (Dr. Friedrich Wendt) and the CFO (Katarina Dalmqvist) will be required to provide certifications pursuant to Sections 302 and 906 of SOX regarding the accuracy of the Company's financial statements and the effectiveness of the Company's disclosure controls and procedures.

(b) Section 404(a) — Management Assessment. The Company's management will be required to assess the effectiveness of the Company's internal controls over financial reporting and include a report on such assessment in the annual report on Form 20-F.

(c) Section 404(b) — Auditor Attestation. The independent auditor's attestation report on the Company's internal controls over financial reporting is first required for the fiscal year ending December 31, 2027, subject to any applicable exemptions for emerging growth companies or newly reporting FPIs. Notwithstanding this timeline, the Company will begin establishing the framework for internal controls assessment promptly following the listing, and will work with Blackmere & Whitfield to prepare for full Section 404(b) compliance.

All Covered Persons, and particularly the Senior Financial Officers, are expected to cooperate fully with the Company's efforts to establish and maintain effective internal controls and disclosure controls.

III. CONFLICTS OF INTEREST

A. Definition

A conflict of interest arises when a Covered Person's private interest interferes, or reasonably appears to interfere, with the interests of the Company as a whole. A conflict of interest can arise whenever a Covered Person takes action or has an interest that may make it difficult to perform his or her Company duties and responsibilities objectively and effectively. Conflicts of interest also arise when a Covered Person, or a member of his or her family, receives improper personal benefits as a result of his or her position with the Company.

The following are examples of situations that may give rise to a conflict of interest:

(a) A Covered Person holds a financial interest (whether as an investor, creditor, or otherwise) in a competitor, supplier, or customer of the Company that is sufficiently significant to influence, or appear to influence, the Covered Person's judgment or actions on behalf of the Company;

(b) A Covered Person diverts a corporate opportunity that belongs to the Company for his or her personal gain, or for the gain of a family member, friend, or other third party;

(c) A Covered Person engages in outside employment, consulting, or board service with a competitor of the Company, or with any entity that has a material business relationship with the Company;

(d) A family relationship between a Covered Person and an employee, officer, director, consultant, or agent of a competitor, supplier, or customer of the Company creates an actual or apparent conflict; and

(e) A Covered Person accepts gifts, entertainment, or other benefits from a person or entity with which the Company does business, in circumstances that could influence, or reasonably appear to influence, the Covered Person's exercise of independent judgment.

Not every personal interest or relationship creates a conflict of interest. It is not possible to describe every situation that may give rise to a conflict. Covered Persons who have questions about whether a particular situation may involve a conflict of interest should consult with the General Counsel's office.

B. Related-Party Transactions

All transactions between the Company (or any of its subsidiaries) and its directors, officers, principal shareholders, or their respective affiliates ("Related-Party Transactions") must be disclosed and approved in accordance with applicable German corporate governance requirements under the AktG and U.S. disclosure rules, including Item 7.B of Form 20-F. Any Covered Person who becomes aware of a potential Related-Party Transaction must report it promptly to the General Counsel (Chefjustitiar, currently Wilhelm Ostermann) and to the Audit Committee of the Supervisory Board.

The Audit Committee will review and evaluate all proposed Related-Party Transactions to determine whether such transactions are on terms no less favorable to the Company than those that could be obtained from unaffiliated third parties in arm's-length transactions. The Audit Committee may engage independent financial or legal advisors to assist in its evaluation of any such transaction.

The following specific situations require heightened scrutiny:

(a) Rheintal Industrieholding GmbH. Rheintal Industrieholding GmbH ("Rheintal") is a major shareholder of the Company, holding approximately 22.3% of the Company's pre-IPO share capital. Rheintal is a Wendt family holding company controlled by Margarethe Wendt, the sister of the Company's Chief Executive Officer, Dr. Friedrich Wendt. Given this familial relationship, all transactions between the Company (or any of its subsidiaries) and Rheintal or any other entity affiliated with the Wendt family require heightened scrutiny and advance approval by the Audit Committee. Dr. Friedrich Wendt shall recuse himself from any Vorstand deliberation or vote regarding any such transaction.

(b) Kestrel Capital Partners AG. Kestrel Capital Partners AG ("Kestrel") holds approximately 9.7% of the Company's pre-IPO share capital. All transactions between the Company (or any of its subsidiaries) and Kestrel or its affiliates are subject to the conflict of interest and Related-Party Transaction provisions of this Code and must be reported to the General Counsel and evaluated by the Audit Committee.

C. Corporate Opportunities

Covered Persons owe a duty to the Company to advance its legitimate business interests when the opportunity to do so arises. Accordingly, no Covered Person may take for himself or herself (or direct to a third party) a business opportunity that is discovered through the use of Company property, information, or position, unless the Company has already been offered the opportunity and has declined to pursue it, and the disinterested members of the Supervisory Board have approved the Covered Person's participation in such opportunity.

This prohibition extends to the use of Company property, information, or position for personal gain, regardless of whether such use results in harm to the Company. Any opportunity that falls within the Company's existing or reasonably anticipated lines of business — including, without limitation, opportunities in the silicon carbide (SiC) and gallium nitride (GaN) power semiconductor markets, the automotive semiconductor market, and related technology and manufacturing opportunities — must first be presented to the Company through the General Counsel's office and may only be pursued by the Covered Person if the Company elects not to pursue the opportunity and provides written authorization.

D. Outside Activities

Directors and officers (members of the Aufsichtsrat and Vorstand) must disclose to the General Counsel all outside board memberships, advisory roles, consulting arrangements, or other employment relationships that they hold or intend to accept. This disclosure requirement applies both at the time of initial appointment and on an ongoing basis whenever new outside positions are contemplated.

Employees of the Company and its subsidiaries must obtain prior written approval from their direct supervisor and the compliance function (or, in the case of employees of non-German subsidiaries, from the local managing director and the General Counsel's office) before accepting any outside position that could reasonably create a conflict of interest, including employment or consulting arrangements with competitors, suppliers, or customers of the Company.

Covered Persons should bear in mind that even the appearance of a conflict of interest can be harmful to the Company's reputation and business relationships and should exercise careful judgment in evaluating proposed outside activities.

E. Reporting and Approval Process

All actual or potential conflicts of interest must be reported promptly in writing to the General Counsel. Where the General Counsel is personally conflicted or where the conflict involves a member of the Vorstand, the report should be directed to the Chair of the Supervisory Board (currently Prof. Dr. Anneliese Voss). Members of the Supervisory Board who have actual or potential conflicts should disclose them to the full Supervisory Board.

The General Counsel, in consultation with the Audit Committee, will evaluate each reported conflict and determine the appropriate course of action, which may include approval of the transaction or activity subject to conditions, modification of the proposed arrangement, or prohibition of the transaction or activity.

Waivers of this conflict of interest policy for directors (Supervisory Board members) or executive officers (Vorstand members) may be granted only by the Supervisory Board and must be promptly disclosed as required by Nasdaq Listing Rules, SEC regulations, and applicable German law. Disclosure of any such waiver will be made via Form 6-K or in the Company's annual report on Form 20-F, as described in Section XV below.

IV. INSIDER TRADING AND SECURITIES TRADING POLICY

A. Prohibition on Insider Trading

It is a violation of U.S. federal securities law — specifically Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder — and of European regulation — specifically the Market Abuse Regulation (EU) No. 596/2014 ("MAR") — for any Covered Person who possesses material, non-public information ("MNPI") about the Company to:

(a) Trade in the Company's securities (including ordinary shares on the Frankfurt Stock Exchange and ADSs on Nasdaq), or in the securities of any other company, based on such MNPI;

(b) Recommend or suggest that another person trade in any such securities based on such MNPI; or

Information is considered "material" if there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision, or if the information could reasonably be expected to affect the market price of the Company's securities. Information is "non-public" until it has been effectively disseminated to the investing public through appropriate channels (such as a press release, SEC filing, or ad hoc disclosure under MAR) and the market has had a reasonable opportunity to absorb the information.

MNPI includes, without limitation, information about:

• Financial results (quarterly and annual), revenue forecasts, and earnings guidance;

• Significant contracts, orders, or changes in customer or supplier relationships;

• Product developments, including developments in the Company's SiC and GaN chip technology;

• Mergers, acquisitions, divestitures, joint ventures, or other strategic transactions;

• Changes in management or the Supervisory Board;

• Regulatory actions, investigations, or material litigation;

• Capital market transactions, including equity or debt offerings;

• Changes in the Company's auditor or disagreements with the auditor;

• Significant developments in the construction of the Dresden Fab 3 facility; and

• Any other information that a reasonable investor would consider material.

Violations of insider trading laws may result in severe civil and criminal penalties, including imprisonment and substantial fines, for both the individual violator and the Company.

B. Trading Windows and Blackout Periods

The Company will establish trading windows and blackout periods during which officers, directors, and designated employees (collectively, "Insiders") are prohibited from trading in the Company's securities. The specific terms of the trading window and blackout period policy will be set forth in the Company's separate Insider Trading Policy / Securities Trading Policy, which is being adopted concurrently with this Code.

As a general matter, blackout periods will ordinarily commence at least fourteen (14) calendar days before the end of each fiscal quarter and will continue until two (2) full trading days after the public release of the Company's quarterly or annual financial results (by press release, SEC filing, or Frankfurt Stock Exchange disclosure). During a blackout period, no Insider may trade in the Company's securities, subject to limited exceptions for transactions under pre-approved Rule 10b5-1 plans (as described in Section IV.D below) and other transactions that may be specified in the Insider Trading Policy.

Special blackout periods may be imposed at any time by the General Counsel in connection with material non-public events, including pending mergers and acquisitions, significant financing transactions, or other corporate developments. Covered Persons will be notified of special blackout periods by the General Counsel's office on a confidential basis.

C. Pre-Clearance

All members of the Vorstand (including Dr. Friedrich Wendt, Katarina Dalmqvist, Dr. Marcus Helder, and Ingrid Baumann), all members of the Aufsichtsrat (including Prof. Dr. Anneliese Voss), the General Counsel (Wilhelm Ostermann), and certain other designated employees identified by the General Counsel's office from time to time (collectively, "Pre-Clearance Persons") must obtain pre-clearance from the General Counsel or a designated compliance officer before executing any transaction in the Company's securities, including purchases, sales, gifts, pledges, and the establishment or modification of Rule 10b5-1 plans.

Pre-clearance requests must be submitted in writing (including by email) to the General Counsel's office and must specify the nature and size of the proposed transaction, the proposed timing, and the broker-dealer or bank through which the transaction will be executed. Approval of a pre-clearance request is typically valid for a period of forty-eight (48) hours from the time of approval. If the transaction is not completed within this period, a new pre-clearance request must be submitted.

Pre-clearance approval does not constitute legal advice or a determination that a proposed transaction is lawful. Even if pre-clearance is granted, the Covered Person remains personally responsible for ensuring that the proposed transaction does not violate applicable insider trading laws.

D. Rule 10b5-1 Plans

Officers and directors who wish to establish pre-arranged trading plans pursuant to Rule 10b5-1 under the Exchange Act must have such plans reviewed and approved by the General Counsel prior to their adoption. Rule 10b5-1 plans must be entered into in good faith, at a time when the Covered Person does not possess MNPI, and must comply with all SEC requirements, including the applicable cooling-off periods before the first trade under the plan may be executed, as set forth in the amendments to Rule 10b5-1 adopted by the SEC.

The General Counsel's office will maintain a record of all Rule 10b5-1 plans established by officers and directors and will monitor compliance with such plans.

E. Tipping Prohibition

No Covered Person may disclose MNPI to any third party — including family members, friends, business associates, consultants, or any other person — except in the ordinary course of the Company's business where such disclosure is authorized by the Company's disclosure policies and is subject to appropriate confidentiality protections (such as a non-disclosure agreement). Covered Persons should be aware that "tipping" MNPI is a violation of law regardless of whether the tipper receives any personal benefit from the disclosure.

Covered Persons who become aware that MNPI has been disclosed to unauthorized persons — whether intentionally or inadvertently — must immediately notify the General Counsel so that appropriate remedial action may be taken, which may include the issuance of a public disclosure to cure any selective disclosure in accordance with Regulation FD (to the extent applicable to FPIs) or MAR.

F. Coordination with MAR

The Company's insider dealing compliance obligations under the EU Market Abuse Regulation (given the listing of the Company's ordinary shares on the Frankfurt Stock Exchange) will be coordinated with U.S. insider trading compliance. The Company's insider list (Insiderverzeichnis) required under Article 18 of MAR will be established and maintained by the General Counsel's office. Persons included on the insider list will be notified of their inclusion and of their obligations under MAR, including the obligation to refrain from trading in the Company's securities while in possession of inside information.

In addition, persons discharging managerial responsibilities ("PDMRs") and their closely associated persons are required to notify the Company and BaFin of transactions in the Company's securities in accordance with Article 19 of MAR. The General Counsel's office will coordinate the timely filing of PDMR transaction notifications with BaFin and the parallel compliance with U.S. reporting requirements (including, as applicable, Section 16 reporting for officers and directors to the extent the Company ceases to qualify as an FPI).

V. ANTI-CORRUPTION AND ANTI-BRIBERY

A. General Prohibition

Halcyon has zero tolerance for bribery and corruption in all their forms. The Company's reputation for integrity is one of its most valuable assets, and the Company is committed to conducting its business in compliance with all applicable anti-corruption laws worldwide.

All Covered Persons are prohibited from directly or indirectly offering, paying, promising to pay, authorizing the payment of, soliciting, or accepting bribes, kickbacks, or other improper payments to or from any person, including government officials, political parties, political candidates, customers, suppliers, agents, consultants, or other business partners. This prohibition applies regardless of local customs, practices, or perceived business necessities. There is no exception to this rule for "facilitating" or "grease" payments, except to the extent expressly permitted by applicable law and approved in advance by the General Counsel.

B. US Foreign Corrupt Practices Act (FCPA)

As a company with ADSs registered under the Securities Act and listed on the Nasdaq Global Select Market, Halcyon is an "issuer" subject to the anti-bribery provisions and the books-and-records and internal-controls provisions of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the "FCPA").

The anti-bribery provisions of the FCPA prohibit the Company and its officers, directors, employees, agents, and other persons acting on the Company's behalf from corruptly offering, paying, promising to pay, or authorizing the payment of anything of value to any "foreign official" (which includes officials and employees of foreign governments, government-owned or government-controlled enterprises, public international organizations, foreign political parties, and candidates for foreign political office) for the purpose of obtaining or retaining business, directing business to any person, or securing any improper advantage.

The books-and-records provisions of the FCPA require the Company to make and keep books, records, and accounts that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company's assets. The internal-controls provisions require the Company to devise and maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are executed and recorded in accordance with management's authorization.

All Covered Persons, worldwide, must comply with the FCPA, regardless of local customs or practices. Violations of the FCPA can result in severe criminal and civil penalties for both the Company and the individuals involved, including imprisonment, substantial fines, and disgorgement of profits.

C. UK Bribery Act 2010

To the extent the Company has operations or business activities in the United Kingdom, or engages with UK-connected persons (including persons ordinarily resident in the UK or entities incorporated or formed in the UK), the UK Bribery Act 2010 (the "UK Bribery Act") may apply to the Company's activities. The UK Bribery Act prohibits both active bribery (offering or paying a bribe) and passive bribery (requesting or receiving a bribe) and includes a corporate offense of failure to prevent bribery by a commercial organization. It is a defense to the corporate offense if the organization had adequate procedures in place to prevent bribery. This Code, together with the Company's Anti-Corruption Policy and related compliance procedures, is intended to constitute part of the Company's "adequate procedures" for purposes of the UK Bribery Act.

D. German Anti-Corruption Law

German criminal law provisions regarding bribery in commercial transactions (Bestechung und Bestechlichkeit im geschäftlichen Verkehr, §§ 299 and 300 of the German Criminal Code (Strafgesetzbuch, or "StGB")) and bribery of public officials (Vorteilsannahme, Bestechlichkeit, Vorteilsgewährung, and Bestechung, §§ 331–335 StGB) apply to the Company's German operations. In addition, the German International Anti-Bribery Act (Gesetz zur Bekämpfung internationaler Bestechung, IntBestG) implements Germany's obligations under the OECD Anti-Bribery Convention. All Covered Persons in the Company's German operations must comply with these provisions, and all Covered Persons worldwide must be aware that German anti-corruption law may have extraterritorial application in certain circumstances.

E. Gifts, Hospitality, and Entertainment

Reasonable and bona fide gifts, hospitality, and entertainment may be offered to or accepted from customers, suppliers, and other business partners only in compliance with the Company's detailed anti-corruption guidelines, which will be established by the General Counsel's office and distributed to all Covered Persons. In all circumstances, the following principles apply:

(a) Cash or cash-equivalent gifts (such as gift cards, gift certificates, vouchers, or other monetary instruments) are strictly prohibited, whether offered or received;

(b) Gifts, hospitality, and entertainment must be reasonable in value, appropriate in the business context, and consistent with customary business practice;

(c) Gifts, hospitality, and entertainment must not be offered or accepted with the intent to improperly influence a business decision, obtain an unfair advantage, or create an obligation on the part of the recipient;

(d) Gifts, hospitality, and entertainment involving government officials require heightened scrutiny and, in most cases, advance approval from the General Counsel's office; and

(e) All gifts above a de minimis threshold (to be specified in the Company's implementing guidelines, but initially expected to be set at €100 or the local currency equivalent) must be reported to the compliance function and recorded in the Company's gift and entertainment register.

F. Third-Party Due Diligence

The Company will conduct appropriate risk-based due diligence on agents, consultants, distributors, joint venture partners, and other intermediaries before engaging them to act on the Company's behalf. The scope of due diligence will be commensurate with the nature of the engagement and the corruption risk profile of the jurisdiction in which the intermediary will operate. Special diligence applies to engagements in jurisdictions with heightened corruption risk, as identified by reference to Transparency International's Corruption Perceptions Index and other recognized risk indicators.

The Company's anti-corruption compliance program will include contractual anti-corruption representations, warranties, and covenants in agreements with third-party intermediaries, as well as audit rights and termination provisions for non-compliance.

G. Record-Keeping

Accurate and complete books, records, and accounts must be maintained by the Company and all of its subsidiaries in compliance with the FCPA books-and-records requirements, the German HGB, and IFRS accounting standards as audited by Blackmere & Whitfield. No Covered Person may create or maintain any undisclosed or unrecorded fund or account, or make any false, misleading, or artificial entry in the Company's books, records, or accounts. All transactions must be supported by appropriate documentation and recorded in the Company's accounting records in a manner that accurately reflects the nature and purpose of the transaction.

VI. CONFIDENTIAL INFORMATION AND DATA PROTECTION

A. Duty of Confidentiality

Covered Persons must protect all confidential, proprietary, and trade secret information of the Company and its subsidiaries. The Company's success depends in significant part on its ability to maintain the confidentiality of its proprietary information, and each Covered Person has a duty to safeguard such information against unauthorized disclosure.

Confidential information includes, without limitation:

(a) Non-public financial information, including quarterly and annual financial data before public release. By way of illustration, the Company's unaudited FY2025 revenue of approximately €3,820 million, EBITDA of approximately €1,069 million, and net income of approximately €612 million constitute confidential information until such figures are publicly disclosed in the Company's SEC filings or other authorized public disclosures;

(b) Technology and intellectual property, including the Company's SiC and GaN semiconductor chip designs, fabrication processes, process recipes, yield data, patent applications (both pending and in preparation), and research and development roadmaps;

(c) Business strategies, business plans, market analyses, customer lists, supplier agreements, pricing information, and sales forecasts;

(d) Information relating to the Company's U.S. listing, SEC filings, and capital markets activities prior to public disclosure;

(e) Information about the Company's employees, including compensation, personnel files, and performance evaluations; and

(f) Information provided to the Company by third parties under obligations of confidentiality, including information received from customers, suppliers, joint venture partners, and potential counterparties in M&A transactions.

Confidential information may not be disclosed to any third party except as authorized by appropriate Company personnel or as required by applicable law, regulation, or judicial or administrative process. When disclosure is required by law, the Covered Person must consult with the General Counsel's office before making any such disclosure, to the extent practicable.

B. Information Barriers

The Company will maintain information barriers (sometimes referred to as "Chinese walls" or "ethical walls") as appropriate to prevent the misuse of confidential information across business units and in connection with securities trading compliance. Information barriers are particularly important in situations where certain employees may have access to MNPI — for example, in connection with pending mergers and acquisitions, equity or debt offerings, or financial reporting activities — while other employees are involved in securities trading or investment activities. The General Counsel's office will be responsible for establishing and overseeing the Company's information barrier procedures.

C. Data Protection and Privacy

Covered Persons must comply with all applicable data protection and privacy laws in connection with the collection, processing, storage, transfer, and deletion of personal data. Given the Company's multinational operations, the following data protection regimes are of particular relevance:

(a) EU General Data Protection Regulation (GDPR), Regulation (EU) 2016/679, which governs the processing of personal data of individuals in the European Union and the European Economic Area, including employees, customers, and business partners of the Company's German operations and other EU-based activities;

(b) German Federal Data Protection Act (BDSG), Bundesdatenschutzgesetz, which supplements the GDPR in Germany and contains additional provisions regarding employee data protection;

(c) U.S. state privacy laws, including the California Consumer Privacy Act (CCPA), as amended by the California Privacy Rights Act (CPRA), and other applicable state privacy laws, applicable to the operations of Halcyon Semiconductor USA Inc.;

(d) Personal Information Protection Law (PIPL) of the People's Republic of China, applicable to the operations of Halcyon Shanghai Semiconductor Co., Ltd.; and

(e) Data protection laws of Singapore and the Czech Republic, applicable to the operations of Halcyon Asia Pacific Pte. Ltd. and Halcyon Automotive Components s.r.o., respectively.

Personal data of employees, customers, and business partners must be processed only in accordance with applicable laws and the Company's data protection policies. The Company has appointed a Data Protection Officer (Datenschutzbeauftragter) as required by the GDPR and BDSG. Questions about data protection compliance should be directed to the Data Protection Officer or the General Counsel's office.

D. Post-Employment Obligations

The obligations of confidentiality set forth in this Section VI survive the termination of a Covered Person's employment, directorship, officer position, or other relationship with the Company, regardless of the reason for such termination. Upon departure from the Company, each Covered Person must return all Company property, including documents, files, electronic media, access credentials, and all copies of confidential information in the Covered Person's possession or control. Post-employment confidentiality obligations are in addition to, and not in lieu of, any obligations under separate confidentiality, non-disclosure, or intellectual property assignment agreements between the Covered Person and the Company.

VII. PROTECTION AND PROPER USE OF COMPANY ASSETS

A. General Obligation

All Covered Persons have a duty to protect the Company's assets and to ensure their efficient use for legitimate business purposes. Theft, carelessness, and waste of Company assets have a direct impact on the Company's profitability and financial performance. Any suspected incident of fraud, theft, or misuse of Company assets must be immediately reported to the Covered Person's supervisor, the General Counsel, or through the whistleblower channels described in Section XIII.

Company assets include, without limitation:

(a) Physical property, including the Company's semiconductor fabrication equipment at its Munich headquarters facility, the Dresden Fab 2 production facility, the Dresden Fab 3 facility currently under construction, the Brno module assembly facility, and all other real property, equipment, and tangible assets;

(b) intellectual property, including patents, patent applications, trade secrets, trademarks, copyrights, and proprietary know-how;

(d) Information systems, including computer hardware, software, networks, email systems, and data storage systems; and

(e) Financial resources, including cash, bank accounts, credit facilities, and other financial instruments.

Company assets may not be used for personal benefit or for any purpose unrelated to the Company's business, except as may be specifically permitted by Company policy.

B. Intellectual Property

Halcyon's patent portfolio, trade secrets, trademarks (including the HALCYON and HCY marks), and proprietary fabrication processes are among the Company's most critical assets. The Company's competitive position in the SiC and GaN power semiconductor markets depends on the continued protection and development of its intellectual property.

All Covered Persons must safeguard the Company's intellectual property rights and must not disclose any trade secret, proprietary process, or other intellectual property to unauthorized persons. Covered Persons must also promptly report to the General Counsel's office any actual or suspected infringement, misappropriation, or unauthorized use of the Company's intellectual property by third parties, or any instance in which the Company may be infringing the intellectual property rights of others.

Inventions, discoveries, improvements, and works of authorship created by employees in the course of their employment are the property of the Company, subject to applicable law (including German employee invention law, Arbeitnehmererfindungsgesetz).

C. Information Technology and Cybersecurity

Company IT systems, email, and networks must be used in accordance with the Company's IT Acceptable Use Policy. Company-provided IT resources are provided primarily for business purposes. Limited personal use may be permitted in accordance with the IT Acceptable Use Policy, provided that such use does not interfere with job performance, compromise security, or violate any Company policy or applicable law.

All Covered Persons must follow the Company's cybersecurity protocols and procedures to protect against unauthorized access, data breaches, ransomware attacks, phishing, and other cyber threats. Covered Persons must promptly report any actual or suspected cybersecurity incident to the Company's IT security team and the General Counsel's office. Given the sensitivity of the Company's semiconductor technology and the heightened threat environment for companies in the semiconductor industry, cybersecurity compliance is a matter of the utmost importance.

VIII. FAIR DEALING

A. Standard of Conduct

Each Covered Person must endeavor to deal fairly with the Company's customers, suppliers, competitors, and fellow employees. No Covered Person shall take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practice. The Company's reputation for honest and fair dealing is essential to its long-term success and to the maintenance of the trust and confidence of its stakeholders.

The purpose of this standard is to promote honest and good-faith dealing in all of the Company's business relationships. It is not intended to prevent the Company or its employees from engaging in vigorous but lawful competitive activity.

B. Antitrust and Competition Law

Covered Persons must comply with the antitrust and competition laws of all jurisdictions in which the Company operates. These laws are designed to promote and protect free and fair competition and to prevent anticompetitive practices that harm consumers and the competitive process. The following laws are of particular relevance to the Company's operations:

(a) EU Competition Law, including Articles 101 and 102 of the Treaty on the Functioning of the European Union (TFEU), which prohibit anticompetitive agreements and abuse of a dominant market position;

(b) German Competition Law, including the German Act Against Restraints of Competition (Gesetz gegen Wettbewerbsbeschränkungen, or "GWB");

(d) Competition laws of other jurisdictions in which the Company operates, including the competition laws of Singapore, the People's Republic of China, and the Czech Republic.

Price-fixing, market allocation, customer allocation, bid-rigging, group boycotts, and other anticompetitive agreements are strictly prohibited. Covered Persons must avoid any communication with competitors that could be construed as an agreement or understanding regarding prices, output, markets, customers, or any other competitively sensitive matter. Any contact with competitors at trade association meetings, conferences, or other industry events must be conducted with care to avoid even the appearance of anticompetitive conduct.

Covered Persons who have questions about the application of antitrust or competition laws to a particular situation should consult with the General Counsel's office before taking any action.

IX. EXPORT CONTROLS, SANCTIONS, AND TRADE COMPLIANCE

A. Export Control Compliance

CODE OF BUSINESS CONDUCT AND ETHICS
OF
HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT
Adopted by the Vorstand (Management Board) and Approved by the Aufsichtsrat (Supervisory Board) in Connection with the Listing of American Depositary Shares on the Nasdaq Global Select Market
DRAFT — Prepared by Calderwood & Harkness LLP for Review and Adoption by Halcyon Semiconductor AG
Matter No.: 1032-00003
This Code is designed to comply with Nasdaq Listing Rule 5610, Section 406 of the Sarbanes-Oxley Act of 2002, and Item 16B of Form 20-F. This Code shall be effective upon the listing of Halcyon ADSs (ticker: HCYN) on the Nasdaq Global Select Market.
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I. INTRODUCTION AND PURPOSE
A. Statement of Purpose
Halcyon Semiconductor Aktiengesellschaft ("Halcyon," the "Company," "we," "us," or "our"), a German stock corporation (Aktiengesellschaft) registered in Munich, Bavaria (Commercial Register HRB 217458, Amtsgericht München) and headquartered at Maximilianstraße 72, 80539 Munich, Germany, has adopted this Code of Business Conduct and Ethics (this "Code") in connection with the listing of its American Depositary Shares ("ADSs") on the Nasdaq Global Select Market.
The Company's ordinary shares (Stammaktien) are listed on the Frankfurt Stock Exchange (FRA: HCY) in the Prime Standard segment. The ADSs, each representing two ordinary shares of the Company with no par value (Stückaktien), will be listed on the Nasdaq Global Select Market under the ticker symbol "HCYN." The ADSs are issued pursuant to a deposit agreement between the Company and the depositary bank identified in the Company's registration statement on Form F-1 filed with the U.S. Securities and Exchange Commission (the "SEC").
This Code sets forth the standards of ethical conduct and legal compliance applicable to all Covered Persons (as defined in Section I.C below). The Company is committed to conducting its business with the highest standards of integrity and in compliance with applicable legal and regulatory requirements across all jurisdictions in which it operates.
This Code is designed to promote, among other things:
1. Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
2. Full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, the SEC and other regulatory authorities, and in other public communications made by the Company;
3. Compliance with applicable laws, rules, and regulations, including applicable governmental laws, rules, and regulations in all jurisdictions in which the Company operates;
4. The prompt internal reporting of violations of this Code to an appropriate person or persons identified in this Code; and
5. Accountability for adherence to this Code.
Each Covered Person is expected to read this Code carefully, understand its provisions, and comply with both the letter and the spirit of the standards set forth herein. Failure to comply with this Code may result in disciplinary action, up to and including termination of employment or removal from office, as described more fully in Section XIV below.
B. Regulatory Basis
This Code has been adopted to satisfy the following regulatory requirements applicable to the Company:
Sarbanes-Oxley Act of 2002, Section 406. Section 406 of the Sarbanes-Oxley Act of 2002 ("SOX") requires the Company to disclose whether it has adopted a code of ethics applicable to its principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. This Code constitutes the "code of ethics" within the meaning of Section 406.
Nasdaq Listing Rule 5610. Nasdaq Listing Rule 5610 requires each company listed on the Nasdaq Global Select Market to adopt a code of conduct applicable to all directors, officers, and employees. This Code satisfies that requirement.
SEC Regulation S-K Item 406 and Item 16B of Form 20-F. The SEC requires disclosure in the Company's annual report on Form 20-F regarding the adoption of a code of ethics, including any amendments to or waivers from such code. The Company will comply with these disclosure requirements as described in Section XV below.
Foreign Private Issuer Status. As a foreign private issuer ("FPI") under Rule 3b-4 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Halcyon is entitled to certain corporate governance exemptions under Nasdaq Rule 5615(a)(3), which permits FPIs to follow home-country corporate governance practices in lieu of certain Nasdaq corporate governance requirements. Notwithstanding the availability of these exemptions, the Company has elected to adopt this Code in its entirety to meet U.S. listing standards and to demonstrate its commitment to the highest standards of corporate governance. To the extent the Company relies on any home-country practice exemptions from other Nasdaq corporate governance standards, such reliance will be disclosed as required by Nasdaq Rule 5615(a)(3).
C. Scope — Covered Persons
This Code applies to all directors (members of the Aufsichtsrat, or Supervisory Board), officers (members of the Vorstand, or Management Board), and employees of Halcyon and its worldwide subsidiaries (collectively, "Covered Persons"), including, without limitation, the officers and employees of the following entities:
(a) Halcyon Semiconductor USA Inc., a Delaware corporation with its principal office at 2500 Augustine Drive, Suite 100, Santa Clara, California 95054, United States;
(b) Halcyon Power Solutions GmbH, a German limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of the Federal Republic of Germany, with its registered office in Dresden, Germany;
(c) Halcyon Asia Pacific Pte. Ltd., a private limited company organized under the laws of the Republic of Singapore, with its registered office in Singapore;
(d) Halcyon Shanghai Semiconductor Co., Ltd. (哈尔希恩上海半导体有限公司), a limited liability company organized under the laws of the People's Republic of China, with its registered office in Shanghai, PRC; and
(e) Halcyon Automotive Components s.r.o., a limited liability company (společnost s ručením omezeným) organized under the laws of the Czech Republic, with its registered office in Brno, Czech Republic.
In addition to the foregoing, contractors, consultants, agents, and other third parties acting on behalf of the Company are expected to adhere to the principles of this Code when performing services for or on behalf of the Company. The Company's arrangements with such third parties should include, where appropriate, contractual provisions requiring compliance with standards consistent with this Code.
References to "the Company" in this Code shall, unless the context otherwise requires, include all of the subsidiaries and affiliates identified above.
D. Additional Code of Ethics for Senior Financial Officers
Pursuant to Section 406 of SOX, this Code constitutes the "code of ethics" applicable to the Company's principal executive officer (the Chief Executive Officer, or Vorstandsvorsitzender, currently Dr. Friedrich Wendt), principal financial officer (the Chief Financial Officer, or Finanzvorstand, currently Katarina Dalmqvist), principal accounting officer, controller, and all other persons performing similar functions within the Company or any of its subsidiaries (collectively, the "Senior Financial Officers"). In addition to the general obligations applicable to all Covered Persons set forth throughout this Code, Section XII below sets forth additional specific obligations applicable to the Senior Financial Officers.
II. COMPLIANCE WITH LAWS, RULES, AND REGULATIONS
A. General Obligation
Obeying the law, both in letter and in spirit, is the foundation on which this Company's ethical standards are built. All Covered Persons must comply with applicable laws, rules, and regulations of every jurisdiction in which the Company operates. Given the multinational scope of the Company's operations, this obligation encompasses, without limitation, the following bodies of law:
(a) German law, including the German Stock Corporation Act (Aktiengesetz, or "AktG"), the German Commercial Code (Handelsgesetzbuch, or "HGB"), German tax law, German labor law, and all other applicable statutes, regulations, and administrative guidance of the Federal Republic of Germany and the Free State of Bavaria;
(b) United States federal and state law, including the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Sarbanes-Oxley Act of 2002, and the rules and regulations promulgated thereunder by the SEC, as well as applicable laws of the State of Delaware (as the jurisdiction of incorporation of Halcyon Semiconductor USA Inc.) and the State of California;
(c) European Union regulations and directives, including the Market Abuse Regulation (EU) No. 596/2014, the General Data Protection Regulation (EU) 2016/679, the EU Dual-Use Regulation (EU) 2021/821, and other applicable EU legislation;
(d) Laws of the Republic of Singapore, applicable to the operations of Halcyon Asia Pacific Pte. Ltd.;
(e) Laws of the People's Republic of China, applicable to the operations of Halcyon Shanghai Semiconductor Co., Ltd., including the PRC Company Law, PRC Securities Law, and the Personal Information Protection Law; and
(f) Laws of the Czech Republic, applicable to the operations of Halcyon Automotive Components s.r.o.
Specific emphasis is placed on compliance with U.S. securities laws given the Company's status as a reporting company with ADSs listed on the Nasdaq Global Select Market. The Company's dual listing on the Frankfurt Stock Exchange and Nasdaq imposes overlapping and, at times, concurrent regulatory obligations. All Covered Persons must be mindful of the requirements of both regulatory regimes.
If a Covered Person believes that compliance with applicable law in one jurisdiction would result in a violation of the law of another jurisdiction, or if there is any uncertainty about the application or interpretation of any law, rule, or regulation, the Covered Person must consult with the General Counsel's office before taking any action.
B. Securities Laws Compliance
Halcyon's status as a foreign private issuer filing annual reports on Form 20-F and furnishing current reports on Form 6-K with the SEC imposes ongoing disclosure and compliance obligations on the Company and its officers, directors, and employees.
All Covered Persons must ensure that public disclosures made by the Company — whether in SEC filings, press releases, investor presentations, earnings calls, or other public communications — are full, fair, accurate, timely, and understandable. The Company's Disclosure Committee, once established, will be responsible for overseeing the Company's public disclosure process and for evaluating the materiality of information for purposes of SEC reporting obligations.
No Covered Person shall knowingly misrepresent, or cause others to misrepresent, facts about the Company to the Company's independent auditors, Blackmere & Whitfield LLP / GmbH Wirtschaftsprüfungsgesellschaft, or to any regulatory authority, including the SEC, the Frankfurt Stock Exchange, the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, or "BaFin"), or any other governmental or regulatory body. Any Covered Person who becomes aware of a material misstatement in any filing or public communication must immediately report such misstatement to the General Counsel or the Chief Financial Officer.
C. Sarbanes-Oxley Compliance
The Company will implement phased SOX compliance as applicable to foreign private issuers. As an emerging growth company or newly listed FPI, the Company's SOX compliance obligations will phase in according to the following timeline:
(a) Sections 302 and 906 Certifications. Commencing with the Company's first annual report on Form 20-F, the CEO (Dr. Friedrich Wendt) and the CFO (Katarina Dalmqvist) will be required to provide certifications pursuant to Sections 302 and 906 of SOX regarding the accuracy of the Company's financial statements and the effectiveness of the Company's disclosure controls and procedures.
(b) Section 404(a) — Management Assessment. The Company's management will be required to assess the effectiveness of the Company's internal controls over financial reporting and include a report on such assessment in the annual report on Form 20-F.
(c) Section 404(b) — Auditor Attestation. The independent auditor's attestation report on the Company's internal controls over financial reporting is first required for the fiscal year ending December 31, 2027, subject to any applicable exemptions for emerging growth companies or newly reporting FPIs. Notwithstanding this timeline, the Company will begin establishing the framework for internal controls assessment promptly following the listing, and will work with Blackmere & Whitfield to prepare for full Section 404(b) compliance.
All Covered Persons, and particularly the Senior Financial Officers, are expected to cooperate fully with the Company's efforts to establish and maintain effective internal controls and disclosure controls.
III. CONFLICTS OF INTEREST
A. Definition
A conflict of interest arises when a Covered Person's private interest interferes, or reasonably appears to interfere, with the interests of the Company as a whole. A conflict of interest can arise whenever a Covered Person takes action or has an interest that may make it difficult to perform his or her Company duties and responsibilities objectively and effectively. Conflicts of interest also arise when a Covered Person, or a member of his or her family, receives improper personal benefits as a result of his or her position with the Company.
The following are examples of situations that may give rise to a conflict of interest:
(a) A Covered Person holds a financial interest (whether as an investor, creditor, or otherwise) in a competitor, supplier, or customer of the Company that is sufficiently significant to influence, or appear to influence, the Covered Person's judgment or actions on behalf of the Company;
(b) A Covered Person diverts a corporate opportunity that belongs to the Company for his or her personal gain, or for the gain of a family member, friend, or other third party;
(c) A Covered Person engages in outside employment, consulting, or board service with a competitor of the Company, or with any entity that has a material business relationship with the Company;
(d) A family relationship between a Covered Person and an employee, officer, director, consultant, or agent of a competitor, supplier, or customer of the Company creates an actual or apparent conflict; and
(e) A Covered Person accepts gifts, entertainment, or other benefits from a person or entity with which the Company does business, in circumstances that could influence, or reasonably appear to influence, the Covered Person's exercise of independent judgment.
Not every personal interest or relationship creates a conflict of interest. It is not possible to describe every situation that may give rise to a conflict. Covered Persons who have questions about whether a particular situation may involve a conflict of interest should consult with the General Counsel's office.
B. Related-Party Transactions
All transactions between the Company (or any of its subsidiaries) and its directors, officers, principal shareholders, or their respective affiliates ("Related-Party Transactions") must be disclosed and approved in accordance with applicable German corporate governance requirements under the AktG and U.S. disclosure rules, including Item 7.B of Form 20-F. Any Covered Person who becomes aware of a potential Related-Party Transaction must report it promptly to the General Counsel (Chefjustitiar, currently Wilhelm Ostermann) and to the Audit Committee of the Supervisory Board.
The Audit Committee will review and evaluate all proposed Related-Party Transactions to determine whether such transactions are on terms no less favorable to the Company than those that could be obtained from unaffiliated third parties in arm's-length transactions. The Audit Committee may engage independent financial or legal advisors to assist in its evaluation of any such transaction.
The following specific situations require heightened scrutiny:
(a) Rheintal Industrieholding GmbH. Rheintal Industrieholding GmbH ("Rheintal") is a major shareholder of the Company, holding approximately 22.3% of the Company's pre-IPO share capital. Rheintal is a Wendt family holding company controlled by Margarethe Wendt, the sister of the Company's Chief Executive Officer, Dr. Friedrich Wendt. Given this familial relationship, all transactions between the Company (or any of its subsidiaries) and Rheintal or any other entity affiliated with the Wendt family require heightened scrutiny and advance approval by the Audit Committee. Dr. Friedrich Wendt shall recuse himself from any Vorstand deliberation or vote regarding any such transaction.
(b) Kestrel Capital Partners AG. Kestrel Capital Partners AG ("Kestrel") holds approximately 9.7% of the Company's pre-IPO share capital. All transactions between the Company (or any of its subsidiaries) and Kestrel or its affiliates are subject to the conflict of interest and Related-Party Transaction provisions of this Code and must be reported to the General Counsel and evaluated by the Audit Committee.
C. Corporate Opportunities
Covered Persons owe a duty to the Company to advance its legitimate business interests when the opportunity to do so arises. Accordingly, no Covered Person may take for himself or herself (or direct to a third party) a business opportunity that is discovered through the use of Company property, information, or position, unless the Company has already been offered the opportunity and has declined to pursue it, and the disinterested members of the Supervisory Board have approved the Covered Person's participation in such opportunity.
This prohibition extends to the use of Company property, information, or position for personal gain, regardless of whether such use results in harm to the Company. Any opportunity that falls within the Company's existing or reasonably anticipated lines of business — including, without limitation, opportunities in the silicon carbide (SiC) and gallium nitride (GaN) power semiconductor markets, the automotive semiconductor market, and related technology and manufacturing opportunities — must first be presented to the Company through the General Counsel's office and may only be pursued by the Covered Person if the Company elects not to pursue the opportunity and provides written authorization.
D. Outside Activities
Directors and officers (members of the Aufsichtsrat and Vorstand) must disclose to the General Counsel all outside board memberships, advisory roles, consulting arrangements, or other employment relationships that they hold or intend to accept. This disclosure requirement applies both at the time of initial appointment and on an ongoing basis whenever new outside positions are contemplated.
Employees of the Company and its subsidiaries must obtain prior written approval from their direct supervisor and the compliance function (or, in the case of employees of non-German subsidiaries, from the local managing director and the General Counsel's office) before accepting any outside position that could reasonably create a conflict of interest, including employment or consulting arrangements with competitors, suppliers, or customers of the Company.
Covered Persons should bear in mind that even the appearance of a conflict of interest can be harmful to the Company's reputation and business relationships and should exercise careful judgment in evaluating proposed outside activities.
E. Reporting and Approval Process
All actual or potential conflicts of interest must be reported promptly in writing to the General Counsel. Where the General Counsel is personally conflicted or where the conflict involves a member of the Vorstand, the report should be directed to the Chair of the Supervisory Board (currently Prof. Dr. Anneliese Voss). Members of the Supervisory Board who have actual or potential conflicts should disclose them to the full Supervisory Board.
The General Counsel, in consultation with the Audit Committee, will evaluate each reported conflict and determine the appropriate course of action, which may include approval of the transaction or activity subject to conditions, modification of the proposed arrangement, or prohibition of the transaction or activity.
Waivers of this conflict of interest policy for directors (Supervisory Board members) or executive officers (Vorstand members) may be granted only by the Supervisory Board and must be promptly disclosed as required by Nasdaq Listing Rules, SEC regulations, and applicable German law. Disclosure of any such waiver will be made via Form 6-K or in the Company's annual report on Form 20-F, as described in Section XV below.
IV. INSIDER TRADING AND SECURITIES TRADING POLICY
A. Prohibition on Insider Trading
It is a violation of U.S. federal securities law — specifically Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder — and of European regulation — specifically the Market Abuse Regulation (EU) No. 596/2014 ("MAR") — for any Covered Person who possesses material, non-public information ("MNPI") about the Company to:
(a) Trade in the Company's securities (including ordinary shares on the Frankfurt Stock Exchange and ADSs on Nasdaq), or in the securities of any other company, based on such MNPI;
(b) Recommend or suggest that another person trade in any such securities based on such MNPI; or
(c) Communicate ("tip") such MNPI to any person who may use the information for trading or further tipping purposes.
Information is considered "material" if there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision, or if the information could reasonably be expected to affect the market price of the Company's securities. Information is "non-public" until it has been effectively disseminated to the investing public through appropriate channels (such as a press release, SEC filing, or ad hoc disclosure under MAR) and the market has had a reasonable opportunity to absorb the information.
MNPI includes, without limitation, information about:
• Financial results (quarterly and annual), revenue forecasts, and earnings guidance;
• Significant contracts, orders, or changes in customer or supplier relationships;
• Product developments, including developments in the Company's SiC and GaN chip technology;
• Mergers, acquisitions, divestitures, joint ventures, or other strategic transactions;
• Changes in management or the Supervisory Board;
• Regulatory actions, investigations, or material litigation;
• Capital market transactions, including equity or debt offerings;
• Changes in the Company's auditor or disagreements with the auditor;
• Significant developments in the construction of the Dresden Fab 3 facility; and
• Any other information that a reasonable investor would consider material.
Violations of insider trading laws may result in severe civil and criminal penalties, including imprisonment and substantial fines, for both the individual violator and the Company.
B. Trading Windows and Blackout Periods
The Company will establish trading windows and blackout periods during which officers, directors, and designated employees (collectively, "Insiders") are prohibited from trading in the Company's securities. The specific terms of the trading window and blackout period policy will be set forth in the Company's separate Insider Trading Policy / Securities Trading Policy, which is being adopted concurrently with this Code.
As a general matter, blackout periods will ordinarily commence at least fourteen (14) calendar days before the end of each fiscal quarter and will continue until two (2) full trading days after the public release of the Company's quarterly or annual financial results (by press release, SEC filing, or Frankfurt Stock Exchange disclosure). During a blackout period, no Insider may trade in the Company's securities, subject to limited exceptions for transactions under pre-approved Rule 10b5-1 plans (as described in Section IV.D below) and other transactions that may be specified in the Insider Trading Policy.
Special blackout periods may be imposed at any time by the General Counsel in connection with material non-public events, including pending mergers and acquisitions, significant financing transactions, or other corporate developments. Covered Persons will be notified of special blackout periods by the General Counsel's office on a confidential basis.
C. Pre-Clearance
All members of the Vorstand (including Dr. Friedrich Wendt, Katarina Dalmqvist, Dr. Marcus Helder, and Ingrid Baumann), all members of the Aufsichtsrat (including Prof. Dr. Anneliese Voss), the General Counsel (Wilhelm Ostermann), and certain other designated employees identified by the General Counsel's office from time to time (collectively, "Pre-Clearance Persons") must obtain pre-clearance from the General Counsel or a designated compliance officer before executing any transaction in the Company's securities, including purchases, sales, gifts, pledges, and the establishment or modification of Rule 10b5-1 plans.
Pre-clearance requests must be submitted in writing (including by email) to the General Counsel's office and must specify the nature and size of the proposed transaction, the proposed timing, and the broker-dealer or bank through which the transaction will be executed. Approval of a pre-clearance request is typically valid for a period of forty-eight (48) hours from the time of approval. If the transaction is not completed within this period, a new pre-clearance request must be submitted.
Pre-clearance approval does not constitute legal advice or a determination that a proposed transaction is lawful. Even if pre-clearance is granted, the Covered Person remains personally responsible for ensuring that the proposed transaction does not violate applicable insider trading laws.
D. Rule 10b5-1 Plans
Officers and directors who wish to establish pre-arranged trading plans pursuant to Rule 10b5-1 under the Exchange Act must have such plans reviewed and approved by the General Counsel prior to their adoption. Rule 10b5-1 plans must be entered into in good faith, at a time when the Covered Person does not possess MNPI, and must comply with all SEC requirements, including the applicable cooling-off periods before the first trade under the plan may be executed, as set forth in the amendments to Rule 10b5-1 adopted by the SEC.
The General Counsel's office will maintain a record of all Rule 10b5-1 plans established by officers and directors and will monitor compliance with such plans.
E. Tipping Prohibition
No Covered Person may disclose MNPI to any third party — including family members, friends, business associates, consultants, or any other person — except in the ordinary course of the Company's business where such disclosure is authorized by the Company's disclosure policies and is subject to appropriate confidentiality protections (such as a non-disclosure agreement). Covered Persons should be aware that "tipping" MNPI is a violation of law regardless of whether the tipper receives any personal benefit from the disclosure.
Covered Persons who become aware that MNPI has been disclosed to unauthorized persons — whether intentionally or inadvertently — must immediately notify the General Counsel so that appropriate remedial action may be taken, which may include the issuance of a public disclosure to cure any selective disclosure in accordance with Regulation FD (to the extent applicable to FPIs) or MAR.
F. Coordination with MAR
The Company's insider dealing compliance obligations under the EU Market Abuse Regulation (given the listing of the Company's ordinary shares on the Frankfurt Stock Exchange) will be coordinated with U.S. insider trading compliance. The Company's insider list (Insiderverzeichnis) required under Article 18 of MAR will be established and maintained by the General Counsel's office. Persons included on the insider list will be notified of their inclusion and of their obligations under MAR, including the obligation to refrain from trading in the Company's securities while in possession of inside information.
In addition, persons discharging managerial responsibilities ("PDMRs") and their closely associated persons are required to notify the Company and BaFin of transactions in the Company's securities in accordance with Article 19 of MAR. The General Counsel's office will coordinate the timely filing of PDMR transaction notifications with BaFin and the parallel compliance with U.S. reporting requirements (including, as applicable, Section 16 reporting for officers and directors to the extent the Company ceases to qualify as an FPI).
V. ANTI-CORRUPTION AND ANTI-BRIBERY
A. General Prohibition
Halcyon has zero tolerance for bribery and corruption in all their forms. The Company's reputation for integrity is one of its most valuable assets, and the Company is committed to conducting its business in compliance with all applicable anti-corruption laws worldwide.
All Covered Persons are prohibited from directly or indirectly offering, paying, promising to pay, authorizing the payment of, soliciting, or accepting bribes, kickbacks, or other improper payments to or from any person, including government officials, political parties, political candidates, customers, suppliers, agents, consultants, or other business partners. This prohibition applies regardless of local customs, practices, or perceived business necessities. There is no exception to this rule for "facilitating" or "grease" payments, except to the extent expressly permitted by applicable law and approved in advance by the General Counsel.
B. US Foreign Corrupt Practices Act (FCPA)
As a company with ADSs registered under the Securities Act and listed on the Nasdaq Global Select Market, Halcyon is an "issuer" subject to the anti-bribery provisions and the books-and-records and internal-controls provisions of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the "FCPA").
The anti-bribery provisions of the FCPA prohibit the Company and its officers, directors, employees, agents, and other persons acting on the Company's behalf from corruptly offering, paying, promising to pay, or authorizing the payment of anything of value to any "foreign official" (which includes officials and employees of foreign governments, government-owned or government-controlled enterprises, public international organizations, foreign political parties, and candidates for foreign political office) for the purpose of obtaining or retaining business, directing business to any person, or securing any improper advantage.
The books-and-records provisions of the FCPA require the Company to make and keep books, records, and accounts that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company's assets. The internal-controls provisions require the Company to devise and maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are executed and recorded in accordance with management's authorization.
All Covered Persons, worldwide, must comply with the FCPA, regardless of local customs or practices. Violations of the FCPA can result in severe criminal and civil penalties for both the Company and the individuals involved, including imprisonment, substantial fines, and disgorgement of profits.
C. UK Bribery Act 2010
To the extent the Company has operations or business activities in the United Kingdom, or engages with UK-connected persons (including persons ordinarily resident in the UK or entities incorporated or formed in the UK), the UK Bribery Act 2010 (the "UK Bribery Act") may apply to the Company's activities. The UK Bribery Act prohibits both active bribery (offering or paying a bribe) and passive bribery (requesting or receiving a bribe) and includes a corporate offense of failure to prevent bribery by a commercial organization. It is a defense to the corporate offense if the organization had adequate procedures in place to prevent bribery. This Code, together with the Company's Anti-Corruption Policy and related compliance procedures, is intended to constitute part of the Company's "adequate procedures" for purposes of the UK Bribery Act.
D. German Anti-Corruption Law
German criminal law provisions regarding bribery in commercial transactions (Bestechung und Bestechlichkeit im geschäftlichen Verkehr, §§ 299 and 300 of the German Criminal Code (Strafgesetzbuch, or "StGB")) and bribery of public officials (Vorteilsannahme, Bestechlichkeit, Vorteilsgewährung, and Bestechung, §§ 331–335 StGB) apply to the Company's German operations. In addition, the German International Anti-Bribery Act (Gesetz zur Bekämpfung internationaler Bestechung, IntBestG) implements Germany's obligations under the OECD Anti-Bribery Convention. All Covered Persons in the Company's German operations must comply with these provisions, and all Covered Persons worldwide must be aware that German anti-corruption law may have extraterritorial application in certain circumstances.
E. Gifts, Hospitality, and Entertainment
Reasonable and bona fide gifts, hospitality, and entertainment may be offered to or accepted from customers, suppliers, and other business partners only in compliance with the Company's detailed anti-corruption guidelines, which will be established by the General Counsel's office and distributed to all Covered Persons. In all circumstances, the following principles apply:
(a) Cash or cash-equivalent gifts (such as gift cards, gift certificates, vouchers, or other monetary instruments) are strictly prohibited, whether offered or received;
(b) Gifts, hospitality, and entertainment must be reasonable in value, appropriate in the business context, and consistent with customary business practice;
(c) Gifts, hospitality, and entertainment must not be offered or accepted with the intent to improperly influence a business decision, obtain an unfair advantage, or create an obligation on the part of the recipient;
(d) Gifts, hospitality, and entertainment involving government officials require heightened scrutiny and, in most cases, advance approval from the General Counsel's office; and
(e) All gifts above a de minimis threshold (to be specified in the Company's implementing guidelines, but initially expected to be set at €100 or the local currency equivalent) must be reported to the compliance function and recorded in the Company's gift and entertainment register.
F. Third-Party Due Diligence
The Company will conduct appropriate risk-based due diligence on agents, consultants, distributors, joint venture partners, and other intermediaries before engaging them to act on the Company's behalf. The scope of due diligence will be commensurate with the nature of the engagement and the corruption risk profile of the jurisdiction in which the intermediary will operate. Special diligence applies to engagements in jurisdictions with heightened corruption risk, as identified by reference to Transparency International's Corruption Perceptions Index and other recognized risk indicators.
The Company's anti-corruption compliance program will include contractual anti-corruption representations, warranties, and covenants in agreements with third-party intermediaries, as well as audit rights and termination provisions for non-compliance.
G. Record-Keeping
Accurate and complete books, records, and accounts must be maintained by the Company and all of its subsidiaries in compliance with the FCPA books-and-records requirements, the German HGB, and IFRS accounting standards as audited by Blackmere & Whitfield. No Covered Person may create or maintain any undisclosed or unrecorded fund or account, or make any false, misleading, or artificial entry in the Company's books, records, or accounts. All transactions must be supported by appropriate documentation and recorded in the Company's accounting records in a manner that accurately reflects the nature and purpose of the transaction.
VI. CONFIDENTIAL INFORMATION AND DATA PROTECTION
A. Duty of Confidentiality
Covered Persons must protect all confidential, proprietary, and trade secret information of the Company and its subsidiaries. The Company's success depends in significant part on its ability to maintain the confidentiality of its proprietary information, and each Covered Person has a duty to safeguard such information against unauthorized disclosure.
Confidential information includes, without limitation:
(a) Non-public financial information, including quarterly and annual financial data before public release. By way of illustration, the Company's unaudited FY2025 revenue of approximately €3,820 million, EBITDA of approximately €1,069 million, and net income of approximately €612 million constitute confidential information until such figures are publicly disclosed in the Company's SEC filings or other authorized public disclosures;
(b) Technology and intellectual property, including the Company's SiC and GaN semiconductor chip designs, fabrication processes, process recipes, yield data, patent applications (both pending and in preparation), and research and development roadmaps;
(c) Business strategies, business plans, market analyses, customer lists, supplier agreements, pricing information, and sales forecasts;
(d) Information relating to the Company's U.S. listing, SEC filings, and capital markets activities prior to public disclosure;
(e) Information about the Company's employees, including compensation, personnel files, and performance evaluations; and
(f) Information provided to the Company by third parties under obligations of confidentiality, including information received from customers, suppliers, joint venture partners, and potential counterparties in M&A transactions.
Confidential information may not be disclosed to any third party except as authorized by appropriate Company personnel or as required by applicable law, regulation, or judicial or administrative process. When disclosure is required by law, the Covered Person must consult with the General Counsel's office before making any such disclosure, to the extent practicable.
B. Information Barriers
The Company will maintain information barriers (sometimes referred to as "Chinese walls" or "ethical walls") as appropriate to prevent the misuse of confidential information across business units and in connection with securities trading compliance. Information barriers are particularly important in situations where certain employees may have access to MNPI — for example, in connection with pending mergers and acquisitions, equity or debt offerings, or financial reporting activities — while other employees are involved in securities trading or investment activities. The General Counsel's office will be responsible for establishing and overseeing the Company's information barrier procedures.
C. Data Protection and Privacy
Covered Persons must comply with all applicable data protection and privacy laws in connection with the collection, processing, storage, transfer, and deletion of personal data. Given the Company's multinational operations, the following data protection regimes are of particular relevance:
(a) EU General Data Protection Regulation (GDPR), Regulation (EU) 2016/679, which governs the processing of personal data of individuals in the European Union and the European Economic Area, including employees, customers, and business partners of the Company's German operations and other EU-based activities;
(b) German Federal Data Protection Act (BDSG), Bundesdatenschutzgesetz, which supplements the GDPR in Germany and contains additional provisions regarding employee data protection;
(c) U.S. state privacy laws, including the California Consumer Privacy Act (CCPA), as amended by the California Privacy Rights Act (CPRA), and other applicable state privacy laws, applicable to the operations of Halcyon Semiconductor USA Inc.;
(d) Personal Information Protection Law (PIPL) of the People's Republic of China, applicable to the operations of Halcyon Shanghai Semiconductor Co., Ltd.; and
(e) Data protection laws of Singapore and the Czech Republic, applicable to the operations of Halcyon Asia Pacific Pte. Ltd. and Halcyon Automotive Components s.r.o., respectively.
Personal data of employees, customers, and business partners must be processed only in accordance with applicable laws and the Company's data protection policies. The Company has appointed a Data Protection Officer (Datenschutzbeauftragter) as required by the GDPR and BDSG. Questions about data protection compliance should be directed to the Data Protection Officer or the General Counsel's office.
D. Post-Employment Obligations
The obligations of confidentiality set forth in this Section VI survive the termination of a Covered Person's employment, directorship, officer position, or other relationship with the Company, regardless of the reason for such termination. Upon departure from the Company, each Covered Person must return all Company property, including documents, files, electronic media, access credentials, and all copies of confidential information in the Covered Person's possession or control. Post-employment confidentiality obligations are in addition to, and not in lieu of, any obligations under separate confidentiality, non-disclosure, or intellectual property assignment agreements between the Covered Person and the Company.
VII. PROTECTION AND PROPER USE OF COMPANY ASSETS
A. General Obligation
All Covered Persons have a duty to protect the Company's assets and to ensure their efficient use for legitimate business purposes. Theft, carelessness, and waste of Company assets have a direct impact on the Company's profitability and financial performance. Any suspected incident of fraud, theft, or misuse of Company assets must be immediately reported to the Covered Person's supervisor, the General Counsel, or through the whistleblower channels described in Section XIII.
Company assets include, without limitation:
(a) Physical property, including the Company's semiconductor fabrication equipment at its Munich headquarters facility, the Dresden Fab 2 production facility, the Dresden Fab 3 facility currently under construction, the Brno module assembly facility, and all other real property, equipment, and tangible assets;
(b) intellectual property, including patents, patent applications, trade secrets, trademarks, copyrights, and proprietary know-how;
(c) Technology, including semiconductor designs, fabrication process technology, software, and databases;
(d) Information systems, including computer hardware, software, networks, email systems, and data storage systems; and
(e) Financial resources, including cash, bank accounts, credit facilities, and other financial instruments.
Company assets may not be used for personal benefit or for any purpose unrelated to the Company's business, except as may be specifically permitted by Company policy.
B. Intellectual Property
Halcyon's patent portfolio, trade secrets, trademarks (including the HALCYON and HCY marks), and proprietary fabrication processes are among the Company's most critical assets. The Company's competitive position in the SiC and GaN power semiconductor markets depends on the continued protection and development of its intellectual property.
All Covered Persons must safeguard the Company's intellectual property rights and must not disclose any trade secret, proprietary process, or other intellectual property to unauthorized persons. Covered Persons must also promptly report to the General Counsel's office any actual or suspected infringement, misappropriation, or unauthorized use of the Company's intellectual property by third parties, or any instance in which the Company may be infringing the intellectual property rights of others.
Inventions, discoveries, improvements, and works of authorship created by employees in the course of their employment are the property of the Company, subject to applicable law (including German employee invention law, Arbeitnehmererfindungsgesetz).
C. Information Technology and Cybersecurity
Company IT systems, email, and networks must be used in accordance with the Company's IT Acceptable Use Policy. Company-provided IT resources are provided primarily for business purposes. Limited personal use may be permitted in accordance with the IT Acceptable Use Policy, provided that such use does not interfere with job performance, compromise security, or violate any Company policy or applicable law.
All Covered Persons must follow the Company's cybersecurity protocols and procedures to protect against unauthorized access, data breaches, ransomware attacks, phishing, and other cyber threats. Covered Persons must promptly report any actual or suspected cybersecurity incident to the Company's IT security team and the General Counsel's office. Given the sensitivity of the Company's semiconductor technology and the heightened threat environment for companies in the semiconductor industry, cybersecurity compliance is a matter of the utmost importance.
VIII. FAIR DEALING
A. Standard of Conduct
Each Covered Person must endeavor to deal fairly with the Company's customers, suppliers, competitors, and fellow employees. No Covered Person shall take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practice. The Company's reputation for honest and fair dealing is essential to its long-term success and to the maintenance of the trust and confidence of its stakeholders.
The purpose of this standard is to promote honest and good-faith dealing in all of the Company's business relationships. It is not intended to prevent the Company or its employees from engaging in vigorous but lawful competitive activity.
B. Antitrust and Competition Law
Covered Persons must comply with the antitrust and competition laws of all jurisdictions in which the Company operates. These laws are designed to promote and protect free and fair competition and to prevent anticompetitive practices that harm consumers and the competitive process. The following laws are of particular relevance to the Company's operations:
(a) EU Competition Law, including Articles 101 and 102 of the Treaty on the Functioning of the European Union (TFEU), which prohibit anticompetitive agreements and abuse of a dominant market position;
(b) German Competition Law, including the German Act Against Restraints of Competition (Gesetz gegen Wettbewerbsbeschränkungen, or "GWB");
(c) US Antitrust Law, including the Sherman Antitrust Act, the Clayton Act, and the Federal Trade Commission Act; and
(d) Competition laws of other jurisdictions in which the Company operates, including the competition laws of Singapore, the People's Republic of China, and the Czech Republic.
Price-fixing, market allocation, customer allocation, bid-rigging, group boycotts, and other anticompetitive agreements are strictly prohibited. Covered Persons must avoid any communication with competitors that could be construed as an agreement or understanding regarding prices, output, markets, customers, or any other competitively sensitive matter. Any contact with competitors at trade association meetings, conferences, or other industry events must be conducted with care to avoid even the appearance of anticompetitive conduct.
Covered Persons who have questions about the application of antitrust or competition laws to a particular situation should consult with the General Counsel's office before taking any action.
IX. EXPORT CONTROLS, SANCTIONS, AND TRADE COMPLIANCE
A. Export Control Compliance
As a designer and manufacturer of advanced semiconductor devices, including SiC and GaN power semiconductor products, the Company's products, technology, and software are subject to export control regulations in multiple jurisdictions. Compliance with export control laws is both a legal obligation and a critical component of the Company's national security and trade compliance responsibilities.
The following export control regimes are of particular relevance to the Company's operations:
(a) U.S. Export Administration Regulations (EAR), administered by the Bureau of Industry and Security (BIS) of the U.S. Department of Commerce. The EAR apply to items of U.S. origin and to certain foreign-produced items that contain more than a de minimis amount of U.S.-origin content or that are the direct product of U.S.-origin technology or software. The EAR are directly applicable to Halcyon Semiconductor USA Inc. and may also apply to the export, re-export, or transfer of certain items by the Company's non-U.S. subsidiaries;
(b) International Traffic in Arms Regulations (ITAR), administered by the Directorate of Defense Trade Controls (DDTC) of the U.S. Department of State. To the extent that any of the Company's products are classified as defense articles on the U.S. Munitions List, the ITAR would apply to the export and transfer of such items;
(c) EU Dual-Use Regulation, Regulation (EU) 2021/821, which controls the export, transfer, brokering, and transit of dual-use items (i.e., items that may have both civilian and military applications) from the European Union;
(d) German Foreign Trade and Payments Act (Außenwirtschaftsgesetz, or "AWG") and the German Foreign Trade and Payments Ordinance (Außenwirtschaftsverordnung, or "AWV"), which implement EU export control and investment screening regulations in Germany and may impose additional German-specific restrictions.
All Covered Persons must ensure that all exports, re-exports, and transfers of the Company's products, technology, and software comply with applicable export control laws. No product, technology, or software may be exported, re-exported, or transferred without first determining the applicable export classification and ensuring that all required licenses, permits, or other authorizations have been obtained. The General Counsel's office, in coordination with the Company's export compliance function, is responsible for overseeing the Company's export control compliance program.
B. Sanctions Compliance
The Company and all Covered Persons must comply with economic and trade sanctions administered by the following authorities:
(a) U.S. Office of Foreign Assets Control (OFAC), which administers and enforces U.S. economic sanctions programs targeting specific countries, regions, entities, and individuals;
(b) EU sanctions regulations, which implement restrictive measures adopted by the Council of the European Union pursuant to Common Foreign and Security Policy decisions;
(c) German sanctions enforcement, implemented through the AWG, AWV, and related regulations, and enforced by the German Federal Office of Economics and Export Control (Bundesamt für Wirtschaft und Ausfuhrkontrolle, or "BAFA"); and
(d) UK sanctions, administered by the Office of Financial Sanctions Implementation (OFSI) of HM Treasury, to the extent applicable to the Company's activities.
No Covered Person may engage in any transaction or business activity with any person, entity, or country that is subject to applicable sanctions, unless such transaction has been specifically authorized by the relevant sanctions authority (e.g., pursuant to a general or specific license issued by OFAC).
The Company pays particular attention to the operations of Halcyon Shanghai Semiconductor Co., Ltd. in the People's Republic of China, given the evolving landscape of U.S.-China semiconductor technology restrictions, including the export control rules issued by BIS targeting advanced semiconductor technology and manufacturing equipment. The Company's export compliance function will monitor regulatory developments in this area and will implement appropriate controls to ensure ongoing compliance.
C. Anti-Money Laundering
Covered Persons must be vigilant against any activity that may involve money laundering or the financing of terrorism. Money laundering is the process by which the proceeds of criminal activity are moved through the financial system in order to disguise their illegal origin. Covered Persons must report any suspicious transactions — including unusual payment requests, payments from unrelated third parties, or transactions involving unusual routing of funds — to the General Counsel's office or the compliance function. The Company will maintain appropriate anti-money laundering procedures consistent with applicable laws, including the German Money Laundering Act (Geldwäschegesetz, or "GwG") and applicable U.S. anti-money laundering laws.
X. ACCURATE BOOKS, RECORDS, AND PUBLIC DISCLOSURES
A. Financial Reporting Standards
The Company prepares its consolidated financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union. All financial records of the Company and its subsidiaries must be maintained accurately and in compliance with IFRS, the German HGB (to the extent applicable to the Company's German statutory financial statements), and U.S. reporting requirements applicable to foreign private issuers.
The Company's independent auditors, Blackmere & Whitfield LLP / GmbH Wirtschaftsprüfungsgesellschaft (lead engagement partner for the German audit: Dieter Kaufmann; U.S. PCAOB-registered firm contact: Graham Templeton), will audit the consolidated financial statements included in the Company's SEC filings on Form 20-F in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"). The Company's independent auditors also audit the Company's German statutory financial statements in accordance with German auditing standards. All Covered Persons must cooperate fully and honestly with the Company's independent auditors and must not take any action to improperly influence, coerce, manipulate, or mislead the auditors.
B. SEC Reporting Obligations
As a foreign private issuer listed on the Nasdaq Global Select Market, the Company will file annual reports on Form 20-F and furnish current reports on Form 6-K with the SEC. The Company is also subject to the periodic and current reporting requirements of the Frankfurt Stock Exchange and BaFin.
All public filings and communications must be full, fair, accurate, timely, and understandable. This obligation applies not only to SEC filings, but also to press releases, investor presentations, analyst calls, communications with the Frankfurt Stock Exchange and BaFin, and all other public disclosures.
No Covered Person shall make, or cause to be made, a materially false or misleading statement in any Company filing with the SEC, Nasdaq, the Frankfurt Stock Exchange (Deutsche Börse), BaFin, or any other regulatory authority. No Covered Person shall omit, or cause to be omitted, any material fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading.
C. Internal Controls
The Company is committed to establishing and maintaining effective internal controls over financial reporting ("ICFR") and effective disclosure controls and procedures, in compliance with SOX and the Exchange Act. Effective internal controls are essential to the integrity of the Company's financial reporting and to the protection of the Company's assets and shareholders.
As noted in Section II.C above, the independent auditor's attestation report on the Company's ICFR under Section 404(b) of SOX is first required for the fiscal year ending December 31, 2027. However, the Company will begin establishing the framework for ICFR assessment promptly following the listing, including the documentation of key processes and controls, the identification and remediation of control deficiencies, and the engagement of internal audit resources. All Covered Persons are expected to support the Company's internal controls framework and to cooperate with internal and external auditors conducting assessments of the Company's controls.
D. Record Retention
The Company will maintain a record retention policy consistent with applicable legal requirements, including SEC and Nasdaq rules, German commercial law retention requirements (including the ten-year retention period for business correspondence and accounting records under § 257 HGB), and the record retention requirements of other jurisdictions in which the Company operates. Covered Persons must comply with the Company's record retention policy and must not destroy, alter, or conceal any document or record that is subject to a legal hold, a regulatory investigation, or a litigation preservation obligation.
XI. WORKPLACE STANDARDS
A. Equal Opportunity and Non-Discrimination
The Company is committed to maintaining a workplace free from unlawful discrimination. All employment decisions — including decisions regarding hiring, promotion, compensation, training, discipline, and termination — shall be based on merit, qualifications, and job-related criteria, without regard to race, color, religion, sex, national origin, age, disability, sexual orientation, gender identity, marital status, veteran status, or any other characteristic protected by applicable law.
This commitment applies across all of the Company's operations worldwide, including in Germany, the United States, Singapore, the People's Republic of China, and the Czech Republic. The Company recognizes that the specific anti-discrimination protections available under law may vary by jurisdiction, and the Company is committed to complying with the applicable anti-discrimination laws of each jurisdiction in which it operates, including the German General Equal Treatment Act (Allgemeines Gleichbehandlungsgesetz, or "AGG"), Title VII of the U.S. Civil Rights Act of 1964 and related federal and state laws, and the equivalent laws of other jurisdictions.
B. Harassment-Free Workplace
Harassment of any kind, including sexual harassment, verbal harassment, physical harassment, and hostile work environment harassment, is strictly prohibited. The Company will not tolerate any form of harassment directed at any employee, contractor, customer, supplier, or other person in the workplace or in connection with Company business.
All reports of harassment will be investigated promptly, and appropriate corrective action will be taken. Covered Persons who engage in harassment will be subject to disciplinary action, up to and including termination of employment. Covered Persons who become aware of harassment are encouraged to report it through the channels described in Section XIII.
C. Health and Safety
The Company is committed to providing a safe and healthy work environment at all of its facilities worldwide. This commitment is of particular importance given the nature of the Company's semiconductor fabrication operations, which involve the use of specialized equipment, cleanroom environments, and hazardous materials and chemicals.
The Company's principal manufacturing and fabrication facilities include its headquarters facility in Munich, the Dresden Fab 2 production facility, the Dresden Fab 3 facility currently under construction, and the module assembly facility in Brno. Each of these facilities is subject to rigorous health and safety requirements under applicable law, inc