1032-00003 · Client 1032 · Corporate Governance & Listing

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CONFIDENTIAL TREATMENT REQUESTED — FOR DISCUSSION PURPOSES ONLY

NOTICE OF RELIANCE ON HOME-COUNTRY CORPORATE GOVERNANCE PRACTICES PURSUANT TO NASDAQ LISTING RULE 5615(a)(3)

Filed by HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT (the "Company" or "Halcyon")

in connection with listing application on the Nasdaq Global Select Market under proposed ticker symbol HCYN

Date: [●], 2026

Prepared by:

Calderwood & Harkness LLP One Liberty Plaza, 42nd Floor New York, NY 10006

Contact Partner: Vivienne St. Claire, Capital Markets

Matter No.: 1032-00003

NOTICE: This document has been prepared by Calderwood & Harkness LLP for filing as part of the Nasdaq listing application package for Halcyon Semiconductor Aktiengesellschaft. This draft is subject to review by Halcyon management and Bähr Stein Rechtsanwälte PartGmbB, German counsel to the Company. This draft does not constitute a final filing and remains subject to revision.

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I. INTRODUCTION AND BACKGROUND

1.1 Purpose of Notice

This Notice of Reliance on Home-Country Corporate Governance Practices (this "Notice") is submitted by Halcyon Semiconductor Aktiengesellschaft, a stock corporation (Aktiengesellschaft, or "AG") organized under the laws of the Federal Republic of Germany (the "Company" or "Halcyon"), to The Nasdaq Stock Market LLC ("Nasdaq") pursuant to Nasdaq Listing Rule 5615(a)(3).

Nasdaq Listing Rule 5615(a)(3) permits a foreign private issuer listed on the Nasdaq Global Select Market to follow its home-country corporate governance practices in lieu of certain Nasdaq corporate governance requirements, provided that the issuer discloses each significant way in which its corporate governance practices differ from those that Nasdaq requires of domestic listed companies. This Notice sets forth each such significant difference identified by the Company and its counsel and describes the home-country practices that the Company follows in lieu of the applicable Nasdaq requirements.

The Company qualifies as a "foreign private issuer" within the meaning of Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company has assessed its status under Rule 3b-4 and has determined that, as of the most recent practicable testing date, (i) more than fifty percent (50%) of the Company's outstanding voting securities are held directly or indirectly by non-residents of the United States, and (ii) none of the alternative disqualifying conditions set forth in Rule 3b-4(b) are present. Specifically, (a) a majority of the Company's executive officers and directors are not United States citizens or residents, (b) more than fifty percent (50%) of the Company's consolidated assets are located outside the United States, and (c) the Company's business is administered principally outside the United States.

The Company is organized under the laws of the Federal Republic of Germany as an Aktiengesellschaft (AG) and is registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Munich under registration number HRB 217458. The Company's registered office and principal executive offices are located at Maximilianstraße 72, 80539 Munich, Germany.

The Company's ordinary shares (Stammaktien), with a nominal value of €1.00 per share, are listed on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse, or "FRA"), Prime Standard segment, under the ticker symbol HCY (ISIN: DE000HCY0001, WKN: HCY000). The Company's shares have been continuously listed on FRA since 2019.

In connection with the Company's initial public offering in the United States of American Depositary Shares ("ADSs"), each ADS representing two (2) ordinary shares of the Company, the Company is applying for the listing of its ADSs on the Nasdaq Global Select Market under the proposed ticker symbol HCYN. The ADSs will be issued by Meridian Trust Company, National Association (the "Depositary"), pursuant to a Deposit Agreement, dated as of [●], 2026 (the "Deposit Agreement"), among the Company, the Depositary, and all holders and beneficial owners from time to time of ADSs issued thereunder. The Deposit Agreement is filed as an exhibit to the Company's registration statement on Form F-1.

The Company's registration statement on Form F-1 (File No. 333-[●]) has been filed (or is being filed concurrently herewith) with the U.S. Securities and Exchange Commission (the "SEC") in connection with the initial public offering of the ADSs. The Company expects to issue 30,000,000 new ordinary shares in connection with the U.S. initial public offering, which new shares will underlie 15,000,000 ADSs to be offered and sold in the offering (prior to any exercise of the underwriters' option to purchase additional ADSs). The new ordinary shares will be issued from authorized capital (genehmigtes Kapital) previously approved by the Company's shareholders with an exclusion of pre-emptive rights (Bezugsrechtsausschluss) authorized under the German Stock Corporation Act (Aktiengesetz, "AktG").

This Notice is being submitted as part of the Company's listing application package to Nasdaq and will be made publicly available on the Company's website at www.halcyon-semi.de/corporate-governance promptly upon the listing of the ADSs on the Nasdaq Global Select Market. A reference to the availability of this Notice will be included in each annual report on Form 20-F filed by the Company with the SEC.

1.2 Legal Basis

The Company's reliance on home-country corporate governance practices in lieu of certain Nasdaq corporate governance requirements is based upon the following provisions of the Nasdaq Listing Rules:

Nasdaq Listing Rule 5615(a)(3). This rule provides that a foreign private issuer, as defined under Rule 3b-4 of the Exchange Act, may follow its home-country corporate governance practices in lieu of the requirements of Nasdaq Listing Rules 5600 through 5640 (the "Nasdaq Corporate Governance Rules"), subject to the mandatory compliance requirements described below. A foreign private issuer relying on this exemption must disclose in its annual report filed with the SEC each significant way in which its corporate governance practices differ from those followed by domestic companies listed on Nasdaq.

Notwithstanding the general exemption provided by Nasdaq Rule 5615(a)(3), the Company acknowledges that it is required to comply with the following Nasdaq requirements, which are not subject to the home-country practice exemption:

(a) Nasdaq Rule 5605(c)(3) — Audit Committee Requirements. The Company is required to comply with the audit committee requirements mandated by Rule 10A-3 under the Exchange Act, including the requirements for audit committee member independence, as incorporated into the Nasdaq Listing Rules at Rule 5605(c)(3). The Company does not seek an exemption from these requirements and will maintain an audit committee that complies fully with Rule 10A-3 and Nasdaq Rule 5605(c)(3).

(b) Nasdaq Rule 5625 — Notification of Non-Compliance. The Company is required to promptly notify Nasdaq of any non-compliance with the Nasdaq Listing Rules, including any material changes affecting the Company's status as a foreign private issuer or its ability to rely on the home-country practice exemption under Nasdaq Rule 5615(a)(3).

(c) Nasdaq Rule 5635 — Shareholder Approval (to the extent required under Rule 10A-3). To the extent that Rule 10A-3 under the Exchange Act requires shareholder approval in connection with audit committee matters, the Company will comply with any such requirements.

The Company further acknowledges its obligation to disclose this Notice on its website and to include a reference to the availability of this Notice, and to the specific exemptions claimed herein, in each annual report on Form 20-F filed with the SEC.

1.3 Governing Framework — German Corporate Law

The Company's corporate governance is governed by the laws of the Federal Republic of Germany, and principally by the following legal and regulatory frameworks:

The German Stock Corporation Act (Aktiengesetz, "AktG"). As an AG, the Company is subject to the mandatory provisions of the AktG, which governs, among other things, the formation, capital structure, share issuance, corporate governance, shareholder rights, and dissolution of German stock corporations. The AktG is a comprehensive statutory framework that imposes detailed requirements on the governance of German AGs, many of which differ materially from the governance standards applicable to domestic companies listed on Nasdaq. The AktG was most recently amended by the Act Implementing the Second Shareholder Rights Directive (Gesetz zur Umsetzung der zweiten Aktionärsrechterichtlinie, "ARUG II"), effective January 1, 2020, and by subsequent legislative amendments through 2025.

Two-Tier Board Structure. The AktG mandates a two-tier board structure for all AGs, consisting of:

(i) A management board (Vorstand), which is responsible for the day-to-day management and strategic direction of the Company. The Vorstand manages the Company's affairs on its own responsibility (eigenverantwortlich) pursuant to Section 76 AktG. Members of the Vorstand are appointed by the Aufsichtsrat for terms of up to five years and may be reappointed (Section 84 AktG). The Company's current Vorstand members are:

• Dr. Friedrich Wendt, Chief Executive Officer (Vorstandsvorsitzender);

• Katarina Dalmqvist, Chief Financial Officer;

• Dr. Marcus Helder, Chief Technology Officer;

• Ingrid Baumann, Chief Operating Officer; and

• Wilhelm Ostermann, General Counsel (Chefjustitiar) and member of the Vorstand.

(ii) A supervisory board (Aufsichtsrat), which is responsible for the oversight and monitoring of the Vorstand. The Aufsichtsrat appoints and removes members of the Vorstand, approves certain significant transactions, and advises the Vorstand on the strategic direction of the Company (Sections 84, 111 AktG). The Aufsichtsrat does not participate in day-to-day management of the Company. The Aufsichtsrat is chaired by Prof. Dr. Anneliese Voss, who has served as an independent director since 2018.

Section 105 AktG provides that a member of the Aufsichtsrat may not simultaneously be a member of the Vorstand, a permanent deputy of a Vorstand member, a Prokurist (authorized signatory), or the general manager of the Company. This mandatory separation of functions ensures that there is no overlapping membership between the Company's management board and supervisory board.

German Corporate Governance Code (Deutscher Corporate Governance Kodex, "DCGK"). In addition to the mandatory provisions of the AktG, the Company voluntarily follows the recommendations and suggestions of the DCGK to the extent disclosed in the Company's annual declaration of conformity (Entsprechenserklärung) issued pursuant to Section 161 AktG. The DCGK sets forth standards of good and responsible corporate governance for German listed companies and includes recommendations (designated by the word "soll" / "shall") and suggestions (designated by the word "sollte" / "should"). German listed companies are required by Section 161 AktG to issue an annual declaration stating whether they have complied with the DCGK recommendations and, to the extent they have not, explaining which recommendations were not followed and why (the "comply or explain" principle). The Company's most recent declaration of conformity, dated [●], 2025, is available on the Company's website and is described in the Company's registration statement on Form F-1.

Regulatory Oversight. The Company's corporate governance is also subject to oversight by the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse, or "FRA") and the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin") by reason of the Company's Prime Standard listing on FRA. BaFin supervises the Company's compliance with German securities laws, including the German Securities Trading Act (Wertpapierhandelsgesetz, "WpHG"), the German Securities Prospectus Act (Wertpapierprospektgesetz, "WpPG"), and applicable European Union regulations, including the Market Abuse Regulation (EU) No. 596/2014 ("MAR").

II. SIGNIFICANT DIFFERENCES FROM NASDAQ CORPORATE GOVERNANCE REQUIREMENTS

Set forth below is a description of each significant way in which the Company's home-country corporate governance practices differ from the corporate governance requirements that Nasdaq imposes on domestic listed companies. For each identified difference, this Notice describes (i) the applicable Nasdaq requirement, (ii) the home-country practice that the Company follows in lieu of such requirement, and (iii) the potential risk to investors resulting from the Company's reliance on home-country practice.

2.1 Nasdaq Rule 5605(b)(1) — Independent Directors (Majority Requirement)

Nasdaq Requirement. Nasdaq Listing Rule 5605(b)(1) requires that a majority of the board of directors of a domestic listed company be comprised of "independent directors" as defined under Nasdaq Listing Rule 5605(a)(2). Under the Nasdaq definition, an "independent director" is a person other than an executive officer or employee of the company or any other individual having a relationship which, in the opinion of the company's board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Nasdaq Listing Rule 5605(a)(2) sets forth specific per se disqualifications from independence, including the receipt of compensation (other than for board service) in excess of $120,000 during any twelve-month period within the preceding three years, employment by the company during the preceding three years, and certain familial and business relationships.

Home-Country Practice Followed. The Company follows its home-country practice under the AktG and the DCGK in lieu of the majority-independent-board requirement of Nasdaq Rule 5605(b)(1). The Company's governance structure differs fundamentally from the unitary board model assumed by the Nasdaq rules. Under German law, the Company has a mandatory two-tier board structure consisting of the Vorstand (management board) and the Aufsichtsrat (supervisory board).

The Vorstand is responsible for the management of the Company. Members of the Vorstand are, by definition, executive managers of the Company and would not qualify as "independent directors" under Nasdaq Listing Rule 5605(a)(2). The Vorstand currently consists of five members: Dr. Friedrich Wendt (CEO), Katarina Dalmqvist (CFO), Dr. Marcus Helder (CTO), Ingrid Baumann (COO), and Wilhelm Ostermann (General Counsel). None of these individuals would be considered independent under Nasdaq standards.

The Aufsichtsrat performs the oversight function that, in a unitary board system, would be performed by independent directors. The AktG mandates that members of the Vorstand may not simultaneously serve on the Aufsichtsrat (Section 105 AktG), ensuring a structural separation between management and oversight. The Aufsichtsrat of the Company is currently composed of six members elected by the shareholders at the Company's annual general meeting (Hauptversammlung). The DCGK recommends that a "suitable number" of Aufsichtsrat members be independent from the company and from its management board, taking into account the ownership structure of the company and the number of Aufsichtsrat members who are former members of the Vorstand. However, neither the AktG nor the DCGK requires that a majority of any board (whether the Vorstand or the Aufsichtsrat) be composed of members meeting the specific independence criteria set forth in Nasdaq Listing Rule 5605(a)(2).

The Aufsichtsrat is chaired by Prof. Dr. Anneliese Voss, who has served as an independent member of the Aufsichtsrat since 2018 and is considered independent under both DCGK standards and, based on the Company's assessment, the independence standards of Nasdaq Rule 5605(a)(2). The Company will disclose the composition and independence assessment of its Aufsichtsrat in its annual report on Form 20-F filed with the SEC.

Risk to Investors. Investors should be aware that the Company does not have a single board of directors with a majority of independent directors as required by Nasdaq rules for domestic listed companies. While the two-tier board structure provides a separation of management and oversight functions that is intended to serve a comparable purpose, the independence standards applicable to the Aufsichtsrat under German law and the DCGK may differ from, and in certain respects may be less stringent than, the independence standards set forth in Nasdaq Listing Rule 5605(a)(2). As a result, investors may have less protection from conflicts of interest than they would if the Company were subject to the Nasdaq majority-independent-board requirement.

2.2 Nasdaq Rule 5605(b)(2) — Executive Sessions of Independent Directors

Nasdaq Requirement. Nasdaq Listing Rule 5605(b)(2) requires that the independent directors of a domestic listed company hold regularly scheduled executive sessions at which only independent directors are present, without management participation. These sessions are intended to promote candid discussion among independent directors regarding the performance of management, executive compensation, and other matters that may involve actual or potential conflicts of interest between management and shareholders.

Home-Country Practice Followed. German law does not impose a specific requirement that the Aufsichtsrat hold separate sessions at which only members who satisfy any particular independence standard are present. The Company follows its home-country practice in this regard.

However, the Company notes that the two-tier board structure under the AktG inherently separates the oversight function (Aufsichtsrat) from the management function (Vorstand). By operation of law, the Vorstand and the Aufsichtsrat are separate bodies with separate meetings. Members of the Vorstand are not members of the Aufsichtsrat and do not attend Aufsichtsrat meetings except when specifically invited by the Aufsichtsrat chairperson to report on particular matters or to provide information requested by the Aufsichtsrat. The Company considers that the regular meetings of the Aufsichtsrat, which by law exclude Vorstand members unless specifically invited, serve a purpose comparable to the executive sessions of independent directors required by Nasdaq Rule 5605(b)(2).

In addition, the Company follows the DCGK recommendation that the Aufsichtsrat meet without the Vorstand present as appropriate, including for purposes of evaluating the performance of the Vorstand, discussing executive compensation, and addressing matters that may involve potential conflicts of interest. The Aufsichtsrat chairperson, Prof. Dr. Anneliese Voss, has the authority to convene such sessions at her discretion.

Risk to Investors. Although the structural separation of the Vorstand and Aufsichtsrat under German law provides a degree of separation between management and the oversight body that is comparable to the purpose served by executive sessions of independent directors, the Company does not hold executive sessions that are specifically limited to members who satisfy the Nasdaq independence criteria. As a result, the oversight discussions of the Aufsichtsrat may include members who, while independent under DCGK standards, might not satisfy all of the independence criteria set forth in Nasdaq Listing Rule 5605(a)(2).

2.3 Nasdaq Rule 5605(d) — Compensation Committee

Nasdaq Requirement. Nasdaq Listing Rule 5605(d) requires that the compensation of executive officers of a domestic listed company be determined, or recommended to the board for determination, by a compensation committee composed entirely of independent directors meeting the independence requirements of Nasdaq Rule 5605(d)(2). The compensation committee must have at least two members and must adopt a formal written charter that specifies the committee's purpose, responsibilities, and authority, including the authority to retain and compensate compensation consultants and other advisors. Each member of the compensation committee must satisfy the enhanced independence standards of Nasdaq Rule 5605(d)(2), which require consideration of all factors relevant to whether the director has a relationship to the company that is material to the director's ability to be independent from management in connection with compensation committee duties, including the source of the director's compensation and any affiliate relationship with the company.

Home-Country Practice Followed. Under Sections 87 and 107(3) of the AktG, the full Aufsichtsrat bears the statutory responsibility for determining the compensation of the Vorstand members. This responsibility is a mandatory function of the Aufsichtsrat that cannot be delegated in its entirety to a committee. The Aufsichtsrat must approve the compensation system for the Vorstand and set the individual compensation of each Vorstand member, including fixed salary, variable compensation, pension entitlements, and any other benefits.

The DCGK recommends that the Aufsichtsrat establish a compensation or personnel committee (Personalausschuss) to prepare recommendations regarding Vorstand compensation for consideration by the full Aufsichtsrat. Consistent with this recommendation, the Company has established a personnel and compensation committee of the Aufsichtsrat (the "Personalausschuss") that prepares and submits recommendations on Vorstand compensation to the full Aufsichtsrat. The Personalausschuss currently consists of three members of the Aufsichtsrat, including the Aufsichtsrat chairperson, Prof. Dr. Anneliese Voss.

However, the Company does not require that all members of the Personalausschuss satisfy the specific independence standards applicable to compensation committee members under Nasdaq Listing Rule 5605(d)(2). Furthermore, under German law, the ultimate decision on Vorstand compensation must be made by the full Aufsichtsrat, and the Personalausschuss serves in an advisory and preparatory capacity rather than as the decision-making body. German law does not require the adoption of a written compensation committee charter in the specific form required by Nasdaq Rule 5605(d)(1), although the Personalausschuss operates pursuant to rules of procedure (Geschäftsordnung) adopted by the Aufsichtsrat.

The Company further notes that, pursuant to Section 120a AktG (as introduced by ARUG II), the shareholders of the Company are entitled to a non-binding advisory vote (Say-on-Pay) on the Vorstand compensation system at the annual general meeting, and to a binding vote on the Vorstand compensation system at least every four years. This shareholder oversight mechanism provides an additional layer of accountability with respect to executive compensation that is not present in the Nasdaq framework for domestic issuers.

Risk to Investors. The Company's executive compensation decisions are ultimately made by the full Aufsichtsrat rather than by a committee composed entirely of independent directors as defined under Nasdaq standards. As a result, executive compensation decisions may involve the participation of Aufsichtsrat members who may not satisfy all of the independence criteria applicable to Nasdaq compensation committee members. Investors should be aware that the compensation oversight framework applicable to the Company may differ from, and in certain respects may provide less independence protection than, the compensation committee requirements of Nasdaq Rule 5605(d).

2.4 Nasdaq Rule 5605(e) — Director Nominations

Nasdaq Requirement. Nasdaq Listing Rule 5605(e) requires that director nominees of a domestic listed company be selected, or recommended for the board's selection, either by (i) a nominations committee composed solely of independent directors as defined under Nasdaq Rule 5605(a)(2), or (ii) a majority of the independent directors of the board. The nominations committee or independent directors, as applicable, must adopt a formal written charter or board resolution addressing the director nomination process, including minimum qualifications for nominees.

Home-Country Practice Followed. Under the AktG, the shareholder representatives on the Aufsichtsrat are elected directly by the shareholders at the annual general meeting (Hauptversammlung) (Section 119(1) No. 1 AktG). Shareholders have the right to propose candidates for election to the Aufsichtsrat, and the existing Aufsichtsrat typically submits proposals to the Hauptversammlung for the election of Aufsichtsrat members. The Vorstand members, by contrast, are not elected by shareholders but are appointed and removed by the Aufsichtsrat (Section 84 AktG). Thus, the nomination and election process for the Company's supervisory and management boards differs fundamentally from the director nomination process in a unitary board system.

The DCGK recommends that the Aufsichtsrat establish a nomination committee (Nominierungsausschuss) composed exclusively of shareholder representatives (as opposed to employee representatives, which would be applicable to companies subject to the German Co-Determination Act). The Nominierungsausschuss is tasked with identifying and recommending suitable candidates for election to the Aufsichtsrat by the shareholders. However, neither the AktG nor the DCGK requires that the Nominierungsausschuss be composed exclusively of members who satisfy the Nasdaq independence criteria, and German law permits the full Aufsichtsrat or the shareholders themselves to nominate and elect supervisory board members without a separate nominating committee that meets Nasdaq's independence requirements.

At present, the Company has not established a separate Nominierungsausschuss. Nominations for Aufsichtsrat members are prepared by the full Aufsichtsrat for submission to the Hauptversammlung. The Company will consider establishing a Nominierungsausschuss in accordance with the DCGK recommendations and will disclose any changes to its nomination practices in its annual declaration of conformity and in its annual reports on Form 20-F.

Risk to Investors. Director nominations may not be subject to oversight by a committee composed entirely of independent directors as defined under Nasdaq standards. Shareholders and investors should be aware that the process for selecting Aufsichtsrat members is governed by the AktG and involves direct shareholder election at the annual general meeting, which differs from the committee-based nomination process required by Nasdaq for domestic listed companies. As a result, the nomination process may not incorporate the same level of independent oversight as would be required under Nasdaq Rule 5605(e).

2.5 Nasdaq Rule 5620(a) — Quorum Requirement

Nasdaq Requirement. Nasdaq Listing Rule 5620(a) requires that a domestic listed company provide in its bylaws for a minimum quorum of not less than 33⅓% of the outstanding shares of common stock for any meeting of shareholders. A domestic listed company may not amend its bylaws to reduce its quorum requirement below 33⅓%.

Home-Country Practice Followed. Under the AktG, there is generally no minimum quorum requirement for ordinary shareholder resolutions adopted at the Hauptversammlung. Ordinary resolutions — such as the election of Aufsichtsrat members, the approval of the actions of the Vorstand and Aufsichtsrat (Entlastung), and the approval of the annual financial statements — may be adopted by a simple majority of the votes cast at a duly convened Hauptversammlung, regardless of the percentage of outstanding share capital represented at the meeting.

Certain extraordinary resolutions under the AktG require a supermajority vote. For example, amendments to the Company's articles of association (Satzung), the creation of authorized capital (genehmigtes Kapital), and the exclusion of pre-emptive rights (Bezugsrechtsausschluss) generally require a vote of at least 75% of the share capital represented at the Hauptversammlung at which the vote is taken (Sections 179, 202, 186(3) AktG). However, these supermajority requirements are calculated based on the share capital represented at the meeting, not the total outstanding share capital, and the AktG does not impose a minimum quorum of share capital that must be represented for the meeting to be valid (unless the Satzung provides otherwise).

The Company's Satzung follows the AktG default rules on quorum and does not impose a minimum quorum requirement for ordinary resolutions beyond that provided by the AktG. The Company notes, however, that the convocation and notice procedures under the AktG (Sections 121–128 AktG) are designed to ensure that shareholders receive adequate notice of, and have the opportunity to participate in, each Hauptversammlung.

Risk to Investors. Shareholders should be aware that valid shareholder resolutions may be adopted at a Hauptversammlung at which less than 33⅓% of the outstanding shares of the Company are represented. As a result, significant corporate decisions may be made by a relatively small percentage of the Company's shareholders. Investors who do not attend or vote at the Hauptversammlung (either in person or through authorized representatives) may have their interests determined by those shareholders who do participate, even if participating shareholders represent a minority of the Company's total outstanding shares.

2.6 Nasdaq Rule 5620(b) — Proxy Solicitation

Nasdaq Requirement. Nasdaq Listing Rule 5620(b) requires that a domestic listed company solicit proxies and provide proxy statements for all meetings of shareholders, in compliance with the proxy solicitation rules of the SEC under Section 14(a) of the Exchange Act and the rules promulgated thereunder.

Home-Country Practice Followed. Under German law, the Company is not required to solicit proxies from its shareholders in the manner required by Nasdaq for domestic U.S. issuers. Instead, shareholders are invited to attend the Hauptversammlung (or to authorize representatives to attend and vote on their behalf) pursuant to the convocation and notice procedures set forth in the AktG (Sections 121–128 AktG) and the Company's Satzung. The convocation notice (Einberufung) must be published in the German Federal Gazette (Bundesanzeiger) at least thirty (30) days before the date of the Hauptversammlung and must set forth the agenda items, proposed resolutions, and other information required by the AktG. The Company also provides notice to shareholders in accordance with the requirements of the Prime Standard segment of the Frankfurt Stock Exchange.

Shareholders of German AGs may authorize third parties, including credit institutions, shareholder associations, or other representatives, to attend and vote at the Hauptversammlung on their behalf. The Company facilitates the exercise of shareholder voting rights by providing authorization forms and instructions in connection with each Hauptversammlung, in accordance with the AktG and the Company's Satzung.

As a foreign private issuer, the Company is exempt from the proxy solicitation rules of the SEC applicable to domestic U.S. issuers under the Exchange Act. The Company will, however, provide ADS holders with information regarding Hauptversammlung voting procedures through the Depositary in accordance with the terms of the Deposit Agreement. The Company intends to instruct the Depositary to distribute to ADS holders notice of each Hauptversammlung and voting instructions in a timely manner, in accordance with the Deposit Agreement.

Risk to Investors. ADS holders and other U.S. investors may not receive proxy statements or solicitations in the form or with the content that would be required of a domestic listed company under SEC proxy rules. Although the Company will endeavor to provide ADS holders with timely notice and voting instructions through the Depositary, the information provided may differ from the proxy materials that would be provided by a domestic listed company, and the process for exercising voting rights through the Depositary may be more complex or less convenient than direct proxy voting.

2.7 Nasdaq Rule 5635 — Shareholder Approval Requirements

Nasdaq Requirement. Nasdaq Listing Rule 5635 requires shareholder approval prior to the issuance of securities by a domestic listed company in certain circumstances, including:

(a) Acquisitions (Rule 5635(a)). Shareholder approval is required when the issuance or potential issuance of common stock (or securities convertible into or exercisable for common stock) could result in a change of control of the issuer, or in connection with the acquisition of the stock or assets of another company where the number of shares of common stock to be issued is equal to or exceeds 20% of the number of shares of common stock outstanding before the issuance.

(b) Change of Control (Rule 5635(b)). Shareholder approval is required when the issuance or potential issuance of securities will result in a change of control of the issuer.

(c) Equity Compensation Plans (Rule 5635(c)). Shareholder approval is required for the establishment or material amendment of a stock option or purchase plan or other equity compensation arrangement pursuant to which stock may be acquired by officers, directors, employees, or consultants of the company.

(d) Private Placements (Rule 5635(d)). Shareholder approval is required in connection with a transaction other than a public offering involving the sale, issuance, or potential issuance by the company of common stock (or securities convertible into or exercisable for common stock) equal to 20% or more of the common stock or 20% or more of the voting power outstanding before the issuance for a price less than the applicable Minimum Price (as defined in the Nasdaq rules).

Home-Country Practice Followed. Under the AktG, shareholder approval requirements for share issuances are governed by a framework that differs materially from the transactional thresholds set forth in Nasdaq Rule 5635. The AktG shareholder approval framework operates as follows:

(i) Authorized Capital (*Genehmigtes Kapital*) — Section 202 AktG. The Hauptversammlung may authorize the Vorstand, with the consent of the Aufsichtsrat, to increase the Company's share capital by issuing new shares up to a specified maximum amount (genehmigtes Kapital) for a period of up to five years. Once the authorized capital has been approved by the shareholders, the Vorstand (with Aufsichtsrat consent) may issue new shares within the authorized limits without obtaining additional shareholder approval for each individual issuance, provided that the issuance is within the scope of the authorization.

(ii) Conditional Capital (*Bedingtes Kapital*) — Section 192 AktG. The Hauptversammlung may approve the creation of conditional capital for specific purposes enumerated in the AktG, including the issuance of shares upon exercise of conversion or option rights granted to holders of convertible bonds or similar instruments, and the issuance of shares in connection with employee stock option plans.

(iii) Pre-Emptive Rights (*Bezugsrechte*) — Section 186 AktG. Existing shareholders of a German AG have statutory pre-emptive rights with respect to any new share issuances. These pre-emptive rights may only be excluded by a shareholder resolution adopted with a 75% supermajority of the share capital represented at the Hauptversammlung, and subject to specific justification requirements (Section 186(3) and (4) AktG). The exclusion of pre-emptive rights is subject to judicial review and must be justified by the Company's interest in the relevant transaction.

Once authorized capital has been approved by the shareholders and pre-emptive rights have been excluded (where applicable), the Vorstand (with Aufsichtsrat consent) may issue new shares within the authorized limits without additional transactional shareholder approval, regardless of whether the issuance would exceed the 20% thresholds set forth in Nasdaq Rule 5635.

The Company follows the AktG authorized capital and conditional capital framework rather than the specific transactional shareholder approval requirements of Nasdaq Rule 5635. The Company notes that the 30,000,000 new ordinary shares to be issued in connection with the U.S. initial public offering will be issued from authorized capital approved by the Company's shareholders, with an exclusion of pre-emptive rights authorized under Section 186(3) AktG by a shareholder resolution adopted at the extraordinary general meeting of the Company held on [●], 2025.

Risk to Investors. The Company may issue shares in circumstances where Nasdaq Rule 5635 would require specific transactional shareholder approval but where German law does not impose such a requirement. For example, the Company may issue shares representing 20% or more of its outstanding share capital in connection with acquisitions or private placements without obtaining additional shareholder approval, provided that the issuance is within the scope of previously authorized capital. Similarly, the Company may establish or amend equity compensation plans within the framework of conditional capital approved by shareholders without obtaining separate shareholder approval in the form required by Nasdaq Rule 5635(c). As a result, the dilutive impact of new share issuances on existing shareholders may not be subject to the same level of transactional shareholder scrutiny as would be the case for a domestic listed company subject to Nasdaq Rule 5635.

2.8 Nasdaq Rule 5610 — Code of Conduct

Nasdaq Requirement. Nasdaq Listing Rule 5610 requires that each domestic listed company adopt a code of conduct applicable to all directors, officers, and employees that complies with the definition of a "code of ethics" under Section 406(c) of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"). The code of conduct must, among other things, (i) provide for an enforcement mechanism, including the processing of complaints regarding and the investigation of violations of the code, (ii) include provisions regarding conflicts of interest, corporate opportunities, confidentiality, fair dealing, protection of company assets, compliance with laws, and the reporting of illegal or unethical behavior, and (iii) be publicly available and disclosed in the company's annual report or on its website.

Home-Country Practice Followed. The Company intends to adopt a Code of Business Conduct and Ethics (the "Code") that is fully compliant with the requirements of Nasdaq Listing Rule 5610 and Section 406 of the Sarbanes-Oxley Act. The Code will be applicable to all members of the Vorstand, all members of the Aufsichtsrat, and all employees of the Company and its subsidiaries. The Code will be publicly available on the Company's website and will be filed as an exhibit to the Company's registration statement on Form F-1.

Accordingly, the Company does not seek an exemption from Nasdaq Listing Rule 5610 and will comply fully with this requirement.

2.9 Nasdaq Rule 5605(c) — Audit Committee

Nasdaq Requirement. Nasdaq Listing Rule 5605(c) requires that each domestic listed company have an audit committee of at least three members, each of whom must be an independent director as defined under Nasdaq Listing Rule 5605(a)(2) and must meet the independence criteria set forth in Rule 10A-3 under the Exchange Act. The audit committee must have a formal written charter that specifies the committee's purpose, responsibilities, and authority, including the committee's responsibility for the appointment, compensation, retention, and oversight of the work of any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review, or attest services for the company. At least one member of the audit committee must be an "audit committee financial expert" as defined under SEC rules, and each member must be financially literate.

Home-Country Practice Followed. Pursuant to Nasdaq Listing Rule 5615(a)(3), a foreign private issuer is required to comply with the audit committee requirements mandated by Rule 10A-3 under the Exchange Act and Nasdaq Rule 5605(c)(3). The Company acknowledges this mandatory requirement and does not seek an exemption from the audit committee requirements of Nasdaq Rule 5605(c)(3) and Exchange Act Rule 10A-3.

The Company has established an audit committee (the "Prüfungsausschuss") of the Aufsichtsrat that is composed of three members, each of whom satisfies the independence requirements of both Exchange Act Rule 10A-3 and Nasdaq Listing Rule 5605(a)(2). The Company has adopted an audit committee charter that complies with the requirements of Nasdaq Listing Rule 5605(c)(1) and Exchange Act Rule 10A-3, including provisions regarding the committee's authority to retain independent legal and financial advisors, its responsibility for the appointment, compensation, and oversight of the Company's independent auditors, and its procedures for handling complaints regarding accounting, internal controls, and auditing matters.

The Company notes that the AktG independently requires the Aufsichtsrat of a listed AG to establish an audit committee (Prüfungsausschuss) pursuant to Section 107(3) sentence 2 and Section 107(4) AktG. The AktG audit committee must include at least one member with expertise in the area of accounting and at least one member with expertise in the area of auditing, and the chairperson of the Prüfungsausschuss must be independent and may not be the chairperson of the Aufsichtsrat. The Company will ensure that the composition and functioning of its Prüfungsausschuss satisfy both the requirements of German law and the requirements of Exchange Act Rule 10A-3 and Nasdaq Listing Rule 5605(c)(3).

The Company will comply fully with this requirement and does not seek any exemption from Nasdaq Rule 5605(c)(3) or Exchange Act Rule 10A-3.

III. SUMMARY TABLE OF EXEMPTIONS

The following table summarizes the Nasdaq corporate governance requirements from which the Company seeks exemptions and those with which the Company will comply:

IV. MANDATORY COMPLIANCE UNDERTAKINGS

In connection with the Company's reliance on home-country corporate governance practices pursuant to Nasdaq Listing Rule 5615(a)(3), the Company hereby confirms the following mandatory compliance undertakings:

4.1 Audit Committee Compliance. The Company will comply with Nasdaq Listing Rule 5605(c)(3) and the audit committee requirements mandated by Rule 10A-3 under the Exchange Act, including the requirements for audit committee member independence, the committee's authority and responsibilities, and the committee's complaint-handling procedures. The Company will maintain an audit committee composed of at least three members, each of whom satisfies the independence requirements of Exchange Act Rule 10A-3 and Nasdaq Listing Rule 5605(a)(2), and at least one of whom qualifies as an "audit committee financial expert" within the meaning of Item 16A of Form 20-F.

4.2 Notification of Non-Compliance. The Company will comply with Nasdaq Listing Rule 5625, which requires prompt notification to Nasdaq of any non-compliance with the Nasdaq Listing Rules, including any material change in the Company's corporate governance practices or any event that could affect the Company's ability to rely on the home-country practice exemption under Nasdaq Rule 5615(a)(3).

4.3 Foreign Private Issuer Status. The Company will promptly notify Nasdaq if it ceases to qualify as a foreign private issuer under Rule 3b-4 of the Exchange Act. In the event that the Company ceases to qualify as a foreign private issuer, the Company will comply with all applicable Nasdaq corporate governance rules within the transition period provided by Nasdaq Listing Rule 5615(a)(3) and applicable Nasdaq guidance, unless an alternative exemption or accommodation is available and is timely requested. The Company will assess its foreign private issuer status annually as of the last business day of its second fiscal quarter, as required by Rule 3b-4, and will disclose the results of such assessment and any change in its status in its annual report on Form 20-F.

4.4 Disclosure. The Company will publish this Notice on its website at www.halcyon-semi.de/corporate-governance and will maintain this Notice on its website for as long as the Company's ADSs are listed on the Nasdaq Global Select Market and the Company continues to rely on the home-country practice exemption. The Company will include a reference to the availability of this Notice, and a description of each significant way in which its corporate governance practices differ from those required of domestic listed companies by Nasdaq, in each annual report on Form 20-F filed with the SEC.

4.5 Independent Auditors. The Company's independent auditors are Blackmere & Whitfield LLP / Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft (collectively, "Blackmere & Whitfield"). The New York office of Blackmere & Whitfield is registered with the Public Company Accounting Oversight Board ("PCAOB") and serves as the signing firm for purposes of the Company's audit reports filed with the SEC. The principal contact at the New York office is Graham Templeton, Partner, located at 7 Times Square, New York, NY 10036. The Munich office of Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft serves as the audit engagement lead and is responsible for the day-to-day conduct of the audit of the Company's consolidated financial statements. The principal contact at the Munich office is Dieter Kaufmann, Wirtschaftsprüfer, located at Ganghoferstraße 29, 80339 Munich, Germany. The Company's audit committee (Prüfungsausschuss) has primary responsibility for the appointment, compensation, retention, and oversight of Blackmere & Whitfield in accordance with Exchange Act Rule 10A-3 and the Company's audit committee charter.

4.6 Supplementation. The Company will supplement or amend this Notice if there are any material changes to its corporate governance practices or if additional significant differences between its home-country practices and Nasdaq requirements become known to the Company or its counsel.

V. DISCLOSURE OF HOME-COUNTRY LEGAL FRAMEWORK

The following is a brief summary of the key aspects of the German corporate governance framework applicable to the Company, provided for the convenience of Nasdaq and its Listing Qualifications staff. This summary does not purport to be a comprehensive description of German corporate law and is qualified in its entirety by reference to the AktG, the DCGK, and other applicable German laws and regulations.

5.1 Two-Tier Board Structure Under the AktG

German stock corporations (Aktiengesellschaften) are required by law to have a two-tier board structure consisting of the Vorstand (management board) and the Aufsichtsrat (supervisory board). This structure is a mandatory feature of German corporate law and cannot be altered by the articles of association or otherwise.

The Vorstand is the executive body of the Company and is responsible for managing the Company's affairs on its own responsibility (eigenverantwortlich) in accordance with the law, the Company's Satzung, and the rules of procedure adopted for the Vorstand by the Aufsichtsrat (Section 76 AktG). The Vorstand represents the Company in its dealings with third parties (Section 78 AktG). The Vorstand is a collective body, and its members are jointly responsible for the management of the Company, subject to any allocation of duties set forth in the Vorstand rules of procedure. The Company's current Vorstand consists of five members, led by Dr. Friedrich Wendt as Vorstandsvorsitzender (CEO).

The Aufsichtsrat is the oversight body of the Company and is responsible for supervising and monitoring the activities of the Vorstand. The Aufsichtsrat's principal functions include: (i) the appointment and removal of Vorstand members (Section 84 AktG); (ii) the determination of Vorstand compensation (Section 87 AktG); (iii) the approval of certain significant transactions specified in the Satzung or by resolution of the Aufsichtsrat (Zustimmungsvorbehalte) (Section 111(4) AktG); (iv) the examination and approval of the Company's annual financial statements and management report (Sections 171–172 AktG); and (v) the representation of the Company in dealings with members of the Vorstand (Section 112 AktG). Section 105 AktG prohibits simultaneous membership on both the Vorstand and the Aufsichtsrat. The Company's Aufsichtsrat currently consists of six shareholder-elected members, including the chairperson, Prof. Dr. Anneliese Voss.

5.2 German Corporate Governance Code (DCGK)

The DCGK is a set of corporate governance standards published by the Government Commission on the German Corporate Governance Code (Regierungskommission Deutscher Corporate Governance Kodex). The DCGK is regularly updated to reflect evolving best practices and regulatory developments. The DCGK contains three categories of provisions: (i) provisions that restate mandatory legal requirements; (ii) recommendations (designated "soll" / "shall"), from which companies may deviate but must explain any deviation in their annual declaration of conformity under Section 161 AktG; and (iii) suggestions (designated "sollte" / "should"), which are non-binding best practice standards.

Relevant DCGK recommendations referenced in this Notice include recommendations regarding the independence of Aufsichtsrat members, the establishment and composition of Aufsichtsrat committees (including the audit committee, personnel/compensation committee, and nomination committee), the structure and transparency of Vorstand compensation, and the conduct of the Hauptversammlung. A summary of the specific DCGK recommendations relevant to this Notice is set forth in Appendix B hereto.

The Company issues an annual declaration of conformity (Entsprechenserklärung) pursuant to Section 161 AktG, which is made permanently available on the Company's website and describes the Company's compliance with or deviations from the DCGK recommendations. The Company's most recent declaration of conformity is described in the Company's registration statement on Form F-1 and will be updated annually in its reports on Form 20-F.

5.3 Regulatory Oversight

The Company's corporate governance is subject to oversight by the Frankfurt Stock Exchange (FRA), which administers the admission and listing rules for the Prime Standard segment in which the Company's shares are listed, and by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin"), which is responsible for the supervision of issuers listed on German exchanges under the German Securities Trading Act (Wertpapierhandelsgesetz, "WpHG") and applicable European Union regulations. BaFin's oversight includes the review of financial reporting, the enforcement of disclosure obligations (including ad hoc disclosure requirements under the Market Abuse Regulation), and the supervision of insider trading and market manipulation prohibitions. The Financial Reporting Enforcement Panel (Deutsche Prüfstelle für Rechnungslegung, "DPR") enforces accounting and financial reporting standards for German listed companies in a two-tier enforcement system with BaFin.

5.4 Further Detail in SEC Filings

The Company's Satzung, corporate governance practices, two-tier board structure, and the principal rights and obligations of shareholders are described in detail in the Company's registration statement on Form F-1 filed (or being filed concurrently) with the SEC, and will be described in each annual report on Form 20-F filed by the Company. Investors and Nasdaq staff are referred to those filings for a more comprehensive description of the Company's corporate governance framework.

VI. CONTACT INFORMATION AND SUBMITTER DETAILS

All communications regarding this Notice should be directed to the following persons:

Issuer Contact:

Wilhelm Ostermann General Counsel (Chefjustitiar) and Member of the Vorstand Halcyon Semiconductor Aktiengesellschaft Maximilianstraße 72 80539 Munich, Germany Telephone: +49 (89) 2060-4400

Email: w.ostermann@halcyon-semi.de

U.S. Counsel:

Vivienne St. Claire, Partner Capital Markets Group Calderwood & Harkness LLP One Liberty Plaza, 42nd Floor New York, NY 10006 Telephone: +1 (212) 558-3200

Email: vstclaire@calderwoodharkness.com

German Counsel:

Dr. Christoph Maurelban, Partner Bähr Stein Rechtsanwälte PartGmbB Bockenheimer Landstraße 20 60323 Frankfurt am Main, Germany Telephone: +49 (69) 7140-3300

Email: feuerbach@baehrstein.de

The Company requests that Nasdaq direct any questions or requests for additional information regarding this Notice to the Company's U.S. counsel, Vivienne St. Claire, in the first instance, with copies to Wilhelm Ostermann and Dr. Christoph Maurelban.

VII. CERTIFICATION

The undersigned, on behalf of Halcyon Semiconductor Aktiengesellschaft, hereby certifies as follows:

1. The Company has reviewed the corporate governance requirements set forth in Nasdaq Listing Rules 5600 through 5640 and has identified each significant way in which its home-country corporate governance practices differ from the corporate governance requirements that Nasdaq imposes on domestic listed companies.

2. The differences described in Section II of this Notice, and summarized in the table set forth in Section III, represent all of the significant differences of which the Company is aware between its home-country corporate governance practices and the requirements of the Nasdaq Listing Rules applicable to domestic listed companies, as determined by the Company with the advice of its U.S. counsel, Calderwood & Harkness LLP, and its German counsel, Bähr Stein Rechtsanwälte PartGmbB.

3. The Company acknowledges that it will supplement or amend this Notice promptly if there are any material changes to its corporate governance practices or if additional significant differences between its home-country practices and Nasdaq requirements become known to the Company or its counsel.

4. The Company undertakes to comply with the mandatory requirements of Nasdaq Listing Rule 5615(a)(3), including the audit committee requirements of Exchange Act Rule 10A-3, the notification requirements of Nasdaq Listing Rule 5625, and the disclosure requirements applicable to foreign private issuers relying on the home-country practice exemption.

5. The Company will promptly notify Nasdaq in the event that it ceases to qualify as a foreign private issuer under Rule 3b-4 of the Exchange Act and will comply with all applicable Nasdaq corporate governance requirements within the transition period specified by Nasdaq Listing Rule 5615(a)(3).

6. The information set forth in this Notice is true and correct in all material respects as of the date hereof.

IN WITNESS WHEREOF, the undersigned has executed this Notice on behalf of Halcyon Semiconductor Aktiengesellschaft as of the date first set forth below.

HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT

By: ________

Name: Wilhelm Ostermann

Title: General Counsel (Chefjustitiar) and Member of the Vorstand

Date: ________

Acknowledged and confirmed:

By: ________

Name: Dr. Friedrich Wendt

Title: Chief Executive Officer (Vorstandsvorsitzender)

Date: ________

VIII. APPENDICES

APPENDIX A — RELEVANT PROVISIONS OF THE GERMAN STOCK CORPORATION ACT (AKTIENGESETZ, "AKTG")

The following is a summary of the key provisions of the AktG cited in this Notice. These summaries are provided in English for the convenience of Nasdaq and its Listing Qualifications staff and are qualified in their entirety by reference to the official German-language text of the AktG. In the event of any discrepancy between these summaries and the official text, the official German-language text shall control.

Section 76 AktG — Management by the Vorstand (*Leitung der Aktiengesellschaft*)

Section 76(1) AktG provides that the Vorstand shall manage the company on its own responsibility. The Vorstand is not subject to instructions from the Aufsichtsrat or the shareholders with respect to matters of business management, although the Aufsichtsrat may require that certain categories of transactions be subject to its prior consent (Zustimmungsvorbehalte) under Section 111(4) AktG. The Vorstand must act in the interest of the company, taking into account the interests of shareholders, employees, and other stakeholders.

Section 84 AktG — Appointment and Removal of Vorstand Members (*Bestellung und Abberufung des Vorstands*)

Section 84(1) AktG provides that the Aufsichtsrat shall appoint the members of the Vorstand for a maximum term of five (5) years. Reappointments for additional terms of up to five years are permitted, but may not be made earlier than one year before the expiration of the current term. Section 84(3) AktG provides that the Aufsichtsrat may revoke the appointment of a Vorstand member for good cause (wichtiger Grund), including a gross breach of duty, inability to properly manage the company, or a vote of no confidence by the shareholders (unless the vote of no confidence was clearly unreasonable).

Section 87 AktG — Compensation of the Vorstand (*Vergütung der Vorstandsmitglieder*)

Section 87(1) AktG provides that the Aufsichtsrat shall determine the compensation of each Vorstand member. The compensation must be appropriate in relation to the duties and performance of the Vorstand member and the situation of the company, and must not exceed the customary level of compensation without particular justification. The compensation of the Vorstand shall include all components of compensation, including fixed salary, variable compensation, pension entitlements, fringe benefits, and benefits in kind. Section 87a AktG (as introduced by ARUG II) requires the Aufsichtsrat to adopt a clear and comprehensible compensation system for the Vorstand, which must be submitted to the shareholders for approval at the annual general meeting.

Section 105 AktG — Incompatibility of Vorstand and Aufsichtsrat Membership (*Unvereinbarkeit der Zugehörigkeit zum Vorstand und Aufsichtsrat*)

Section 105(1) AktG provides that a member of the Aufsichtsrat may not simultaneously be a member of the Vorstand, a permanent deputy of a Vorstand member, a Prokurist (authorized signatory), or the general manager (Leiter) of the company. Section 105(2) AktG provides that the Aufsichtsrat may, for a limited period not exceeding one year, appoint members of the Aufsichtsrat to serve as substitute members of the Vorstand (stellvertretende Vorstandsmitglieder) in emergency situations, during which time their Aufsichtsrat membership is suspended.

Section 107 AktG — Committees of the Aufsichtsrat (*Innere Ordnung des Aufsichtsrats*)

Section 107(3) AktG provides that the Aufsichtsrat may form committees from among its members and delegate certain tasks to such committees. Section 107(3) sentence 2 AktG, as applicable to listed companies, requires the Aufsichtsrat to establish an audit committee (Prüfungsausschuss). Section 107(4) AktG sets forth requirements for the composition and qualifications of the audit committee, including the requirement that at least one member have expertise in accounting and at least one member have expertise in auditing, and that the chairperson of the audit committee be independent and not also serve as the chairperson of the Aufsichtsrat.

Section 119 AktG — Rights of the Hauptversammlung (*Rechte der Hauptversammlung*)

Section 119(1) AktG provides that the Hauptversammlung (annual general meeting) shall decide on the following matters, among others: (No. 1) the election and removal of shareholder representatives on the Aufsichtsrat; (No. 2) the formal approval o

CONFIDENTIAL TREATMENT REQUESTED — FOR DISCUSSION PURPOSES ONLY
NOTICE OF RELIANCE ON HOME-COUNTRY CORPORATE GOVERNANCE PRACTICES PURSUANT TO NASDAQ LISTING RULE 5615(a)(3)
Filed by HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT (the "Company" or "Halcyon")
in connection with listing application on the Nasdaq Global Select Market under proposed ticker symbol HCYN
Date: [●], 2026
Prepared by:
Calderwood & Harkness LLP One Liberty Plaza, 42nd Floor New York, NY 10006
Contact Partner: Vivienne St. Claire, Capital Markets
Matter No.: 1032-00003
NOTICE: This document has been prepared by Calderwood & Harkness LLP for filing as part of the Nasdaq listing application package for Halcyon Semiconductor Aktiengesellschaft. This draft is subject to review by Halcyon management and Bähr Stein Rechtsanwälte PartGmbB, German counsel to the Company. This draft does not constitute a final filing and remains subject to revision.
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I. INTRODUCTION AND BACKGROUND
1.1 Purpose of Notice
This Notice of Reliance on Home-Country Corporate Governance Practices (this "Notice") is submitted by Halcyon Semiconductor Aktiengesellschaft, a stock corporation (Aktiengesellschaft, or "AG") organized under the laws of the Federal Republic of Germany (the "Company" or "Halcyon"), to The Nasdaq Stock Market LLC ("Nasdaq") pursuant to Nasdaq Listing Rule 5615(a)(3).
Nasdaq Listing Rule 5615(a)(3) permits a foreign private issuer listed on the Nasdaq Global Select Market to follow its home-country corporate governance practices in lieu of certain Nasdaq corporate governance requirements, provided that the issuer discloses each significant way in which its corporate governance practices differ from those that Nasdaq requires of domestic listed companies. This Notice sets forth each such significant difference identified by the Company and its counsel and describes the home-country practices that the Company follows in lieu of the applicable Nasdaq requirements.
The Company qualifies as a "foreign private issuer" within the meaning of Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company has assessed its status under Rule 3b-4 and has determined that, as of the most recent practicable testing date, (i) more than fifty percent (50%) of the Company's outstanding voting securities are held directly or indirectly by non-residents of the United States, and (ii) none of the alternative disqualifying conditions set forth in Rule 3b-4(b) are present. Specifically, (a) a majority of the Company's executive officers and directors are not United States citizens or residents, (b) more than fifty percent (50%) of the Company's consolidated assets are located outside the United States, and (c) the Company's business is administered principally outside the United States.
The Company is organized under the laws of the Federal Republic of Germany as an Aktiengesellschaft (AG) and is registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Munich under registration number HRB 217458. The Company's registered office and principal executive offices are located at Maximilianstraße 72, 80539 Munich, Germany.
The Company's ordinary shares (Stammaktien), with a nominal value of €1.00 per share, are listed on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse, or "FRA"), Prime Standard segment, under the ticker symbol HCY (ISIN: DE000HCY0001, WKN: HCY000). The Company's shares have been continuously listed on FRA since 2019.
In connection with the Company's initial public offering in the United States of American Depositary Shares ("ADSs"), each ADS representing two (2) ordinary shares of the Company, the Company is applying for the listing of its ADSs on the Nasdaq Global Select Market under the proposed ticker symbol HCYN. The ADSs will be issued by Meridian Trust Company, National Association (the "Depositary"), pursuant to a Deposit Agreement, dated as of [●], 2026 (the "Deposit Agreement"), among the Company, the Depositary, and all holders and beneficial owners from time to time of ADSs issued thereunder. The Deposit Agreement is filed as an exhibit to the Company's registration statement on Form F-1.
The Company's registration statement on Form F-1 (File No. 333-[●]) has been filed (or is being filed concurrently herewith) with the U.S. Securities and Exchange Commission (the "SEC") in connection with the initial public offering of the ADSs. The Company expects to issue 30,000,000 new ordinary shares in connection with the U.S. initial public offering, which new shares will underlie 15,000,000 ADSs to be offered and sold in the offering (prior to any exercise of the underwriters' option to purchase additional ADSs). The new ordinary shares will be issued from authorized capital (genehmigtes Kapital) previously approved by the Company's shareholders with an exclusion of pre-emptive rights (Bezugsrechtsausschluss) authorized under the German Stock Corporation Act (Aktiengesetz, "AktG").
This Notice is being submitted as part of the Company's listing application package to Nasdaq and will be made publicly available on the Company's website at www.halcyon-semi.de/corporate-governance promptly upon the listing of the ADSs on the Nasdaq Global Select Market. A reference to the availability of this Notice will be included in each annual report on Form 20-F filed by the Company with the SEC.
1.2 Legal Basis
The Company's reliance on home-country corporate governance practices in lieu of certain Nasdaq corporate governance requirements is based upon the following provisions of the Nasdaq Listing Rules:
Nasdaq Listing Rule 5615(a)(3). This rule provides that a foreign private issuer, as defined under Rule 3b-4 of the Exchange Act, may follow its home-country corporate governance practices in lieu of the requirements of Nasdaq Listing Rules 5600 through 5640 (the "Nasdaq Corporate Governance Rules"), subject to the mandatory compliance requirements described below. A foreign private issuer relying on this exemption must disclose in its annual report filed with the SEC each significant way in which its corporate governance practices differ from those followed by domestic companies listed on Nasdaq.
Notwithstanding the general exemption provided by Nasdaq Rule 5615(a)(3), the Company acknowledges that it is required to comply with the following Nasdaq requirements, which are not subject to the home-country practice exemption:
(a) Nasdaq Rule 5605(c)(3) — Audit Committee Requirements. The Company is required to comply with the audit committee requirements mandated by Rule 10A-3 under the Exchange Act, including the requirements for audit committee member independence, as incorporated into the Nasdaq Listing Rules at Rule 5605(c)(3). The Company does not seek an exemption from these requirements and will maintain an audit committee that complies fully with Rule 10A-3 and Nasdaq Rule 5605(c)(3).
(b) Nasdaq Rule 5625 — Notification of Non-Compliance. The Company is required to promptly notify Nasdaq of any non-compliance with the Nasdaq Listing Rules, including any material changes affecting the Company's status as a foreign private issuer or its ability to rely on the home-country practice exemption under Nasdaq Rule 5615(a)(3).
(c) Nasdaq Rule 5635 — Shareholder Approval (to the extent required under Rule 10A-3). To the extent that Rule 10A-3 under the Exchange Act requires shareholder approval in connection with audit committee matters, the Company will comply with any such requirements.
The Company further acknowledges its obligation to disclose this Notice on its website and to include a reference to the availability of this Notice, and to the specific exemptions claimed herein, in each annual report on Form 20-F filed with the SEC.
1.3 Governing Framework — German Corporate Law
The Company's corporate governance is governed by the laws of the Federal Republic of Germany, and principally by the following legal and regulatory frameworks:
The German Stock Corporation Act (Aktiengesetz, "AktG"). As an AG, the Company is subject to the mandatory provisions of the AktG, which governs, among other things, the formation, capital structure, share issuance, corporate governance, shareholder rights, and dissolution of German stock corporations. The AktG is a comprehensive statutory framework that imposes detailed requirements on the governance of German AGs, many of which differ materially from the governance standards applicable to domestic companies listed on Nasdaq. The AktG was most recently amended by the Act Implementing the Second Shareholder Rights Directive (Gesetz zur Umsetzung der zweiten Aktionärsrechterichtlinie, "ARUG II"), effective January 1, 2020, and by subsequent legislative amendments through 2025.
Two-Tier Board Structure. The AktG mandates a two-tier board structure for all AGs, consisting of:
(i) A management board (Vorstand), which is responsible for the day-to-day management and strategic direction of the Company. The Vorstand manages the Company's affairs on its own responsibility (eigenverantwortlich) pursuant to Section 76 AktG. Members of the Vorstand are appointed by the Aufsichtsrat for terms of up to five years and may be reappointed (Section 84 AktG). The Company's current Vorstand members are:
•  Dr. Friedrich Wendt, Chief Executive Officer (Vorstandsvorsitzender);
•  Katarina Dalmqvist, Chief Financial Officer;
•  Dr. Marcus Helder, Chief Technology Officer;
•  Ingrid Baumann, Chief Operating Officer; and
•  Wilhelm Ostermann, General Counsel (Chefjustitiar) and member of the Vorstand.
(ii) A supervisory board (Aufsichtsrat), which is responsible for the oversight and monitoring of the Vorstand. The Aufsichtsrat appoints and removes members of the Vorstand, approves certain significant transactions, and advises the Vorstand on the strategic direction of the Company (Sections 84, 111 AktG). The Aufsichtsrat does not participate in day-to-day management of the Company. The Aufsichtsrat is chaired by Prof. Dr. Anneliese Voss, who has served as an independent director since 2018.
Section 105 AktG provides that a member of the Aufsichtsrat may not simultaneously be a member of the Vorstand, a permanent deputy of a Vorstand member, a Prokurist (authorized signatory), or the general manager of the Company. This mandatory separation of functions ensures that there is no overlapping membership between the Company's management board and supervisory board.
German Corporate Governance Code (Deutscher Corporate Governance Kodex, "DCGK"). In addition to the mandatory provisions of the AktG, the Company voluntarily follows the recommendations and suggestions of the DCGK to the extent disclosed in the Company's annual declaration of conformity (Entsprechenserklärung) issued pursuant to Section 161 AktG. The DCGK sets forth standards of good and responsible corporate governance for German listed companies and includes recommendations (designated by the word "soll" / "shall") and suggestions (designated by the word "sollte" / "should"). German listed companies are required by Section 161 AktG to issue an annual declaration stating whether they have complied with the DCGK recommendations and, to the extent they have not, explaining which recommendations were not followed and why (the "comply or explain" principle). The Company's most recent declaration of conformity, dated [●], 2025, is available on the Company's website and is described in the Company's registration statement on Form F-1.
Regulatory Oversight. The Company's corporate governance is also subject to oversight by the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse, or "FRA") and the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin") by reason of the Company's Prime Standard listing on FRA. BaFin supervises the Company's compliance with German securities laws, including the German Securities Trading Act (Wertpapierhandelsgesetz, "WpHG"), the German Securities Prospectus Act (Wertpapierprospektgesetz, "WpPG"), and applicable European Union regulations, including the Market Abuse Regulation (EU) No. 596/2014 ("MAR").
II. SIGNIFICANT DIFFERENCES FROM NASDAQ CORPORATE GOVERNANCE REQUIREMENTS
Set forth below is a description of each significant way in which the Company's home-country corporate governance practices differ from the corporate governance requirements that Nasdaq imposes on domestic listed companies. For each identified difference, this Notice describes (i) the applicable Nasdaq requirement, (ii) the home-country practice that the Company follows in lieu of such requirement, and (iii) the potential risk to investors resulting from the Company's reliance on home-country practice.
2.1 Nasdaq Rule 5605(b)(1) — Independent Directors (Majority Requirement)
Nasdaq Requirement. Nasdaq Listing Rule 5605(b)(1) requires that a majority of the board of directors of a domestic listed company be comprised of "independent directors" as defined under Nasdaq Listing Rule 5605(a)(2). Under the Nasdaq definition, an "independent director" is a person other than an executive officer or employee of the company or any other individual having a relationship which, in the opinion of the company's board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Nasdaq Listing Rule 5605(a)(2) sets forth specific per se disqualifications from independence, including the receipt of compensation (other than for board service) in excess of $120,000 during any twelve-month period within the preceding three years, employment by the company during the preceding three years, and certain familial and business relationships.
Home-Country Practice Followed. The Company follows its home-country practice under the AktG and the DCGK in lieu of the majority-independent-board requirement of Nasdaq Rule 5605(b)(1). The Company's governance structure differs fundamentally from the unitary board model assumed by the Nasdaq rules. Under German law, the Company has a mandatory two-tier board structure consisting of the Vorstand (management board) and the Aufsichtsrat (supervisory board).
The Vorstand is responsible for the management of the Company. Members of the Vorstand are, by definition, executive managers of the Company and would not qualify as "independent directors" under Nasdaq Listing Rule 5605(a)(2). The Vorstand currently consists of five members: Dr. Friedrich Wendt (CEO), Katarina Dalmqvist (CFO), Dr. Marcus Helder (CTO), Ingrid Baumann (COO), and Wilhelm Ostermann (General Counsel). None of these individuals would be considered independent under Nasdaq standards.
The Aufsichtsrat performs the oversight function that, in a unitary board system, would be performed by independent directors. The AktG mandates that members of the Vorstand may not simultaneously serve on the Aufsichtsrat (Section 105 AktG), ensuring a structural separation between management and oversight. The Aufsichtsrat of the Company is currently composed of six members elected by the shareholders at the Company's annual general meeting (Hauptversammlung). The DCGK recommends that a "suitable number" of Aufsichtsrat members be independent from the company and from its management board, taking into account the ownership structure of the company and the number of Aufsichtsrat members who are former members of the Vorstand. However, neither the AktG nor the DCGK requires that a majority of any board (whether the Vorstand or the Aufsichtsrat) be composed of members meeting the specific independence criteria set forth in Nasdaq Listing Rule 5605(a)(2).
The Aufsichtsrat is chaired by Prof. Dr. Anneliese Voss, who has served as an independent member of the Aufsichtsrat since 2018 and is considered independent under both DCGK standards and, based on the Company's assessment, the independence standards of Nasdaq Rule 5605(a)(2). The Company will disclose the composition and independence assessment of its Aufsichtsrat in its annual report on Form 20-F filed with the SEC.
Risk to Investors. Investors should be aware that the Company does not have a single board of directors with a majority of independent directors as required by Nasdaq rules for domestic listed companies. While the two-tier board structure provides a separation of management and oversight functions that is intended to serve a comparable purpose, the independence standards applicable to the Aufsichtsrat under German law and the DCGK may differ from, and in certain respects may be less stringent than, the independence standards set forth in Nasdaq Listing Rule 5605(a)(2). As a result, investors may have less protection from conflicts of interest than they would if the Company were subject to the Nasdaq majority-independent-board requirement.
2.2 Nasdaq Rule 5605(b)(2) — Executive Sessions of Independent Directors
Nasdaq Requirement. Nasdaq Listing Rule 5605(b)(2) requires that the independent directors of a domestic listed company hold regularly scheduled executive sessions at which only independent directors are present, without management participation. These sessions are intended to promote candid discussion among independent directors regarding the performance of management, executive compensation, and other matters that may involve actual or potential conflicts of interest between management and shareholders.
Home-Country Practice Followed. German law does not impose a specific requirement that the Aufsichtsrat hold separate sessions at which only members who satisfy any particular independence standard are present. The Company follows its home-country practice in this regard.
However, the Company notes that the two-tier board structure under the AktG inherently separates the oversight function (Aufsichtsrat) from the management function (Vorstand). By operation of law, the Vorstand and the Aufsichtsrat are separate bodies with separate meetings. Members of the Vorstand are not members of the Aufsichtsrat and do not attend Aufsichtsrat meetings except when specifically invited by the Aufsichtsrat chairperson to report on particular matters or to provide information requested by the Aufsichtsrat. The Company considers that the regular meetings of the Aufsichtsrat, which by law exclude Vorstand members unless specifically invited, serve a purpose comparable to the executive sessions of independent directors required by Nasdaq Rule 5605(b)(2).
In addition, the Company follows the DCGK recommendation that the Aufsichtsrat meet without the Vorstand present as appropriate, including for purposes of evaluating the performance of the Vorstand, discussing executive compensation, and addressing matters that may involve potential conflicts of interest. The Aufsichtsrat chairperson, Prof. Dr. Anneliese Voss, has the authority to convene such sessions at her discretion.
Risk to Investors. Although the structural separation of the Vorstand and Aufsichtsrat under German law provides a degree of separation between management and the oversight body that is comparable to the purpose served by executive sessions of independent directors, the Company does not hold executive sessions that are specifically limited to members who satisfy the Nasdaq independence criteria. As a result, the oversight discussions of the Aufsichtsrat may include members who, while independent under DCGK standards, might not satisfy all of the independence criteria set forth in Nasdaq Listing Rule 5605(a)(2).
2.3 Nasdaq Rule 5605(d) — Compensation Committee
Nasdaq Requirement. Nasdaq Listing Rule 5605(d) requires that the compensation of executive officers of a domestic listed company be determined, or recommended to the board for determination, by a compensation committee composed entirely of independent directors meeting the independence requirements of Nasdaq Rule 5605(d)(2). The compensation committee must have at least two members and must adopt a formal written charter that specifies the committee's purpose, responsibilities, and authority, including the authority to retain and compensate compensation consultants and other advisors. Each member of the compensation committee must satisfy the enhanced independence standards of Nasdaq Rule 5605(d)(2), which require consideration of all factors relevant to whether the director has a relationship to the company that is material to the director's ability to be independent from management in connection with compensation committee duties, including the source of the director's compensation and any affiliate relationship with the company.
Home-Country Practice Followed. Under Sections 87 and 107(3) of the AktG, the full Aufsichtsrat bears the statutory responsibility for determining the compensation of the Vorstand members. This responsibility is a mandatory function of the Aufsichtsrat that cannot be delegated in its entirety to a committee. The Aufsichtsrat must approve the compensation system for the Vorstand and set the individual compensation of each Vorstand member, including fixed salary, variable compensation, pension entitlements, and any other benefits.
The DCGK recommends that the Aufsichtsrat establish a compensation or personnel committee (Personalausschuss) to prepare recommendations regarding Vorstand compensation for consideration by the full Aufsichtsrat. Consistent with this recommendation, the Company has established a personnel and compensation committee of the Aufsichtsrat (the "Personalausschuss") that prepares and submits recommendations on Vorstand compensation to the full Aufsichtsrat. The Personalausschuss currently consists of three members of the Aufsichtsrat, including the Aufsichtsrat chairperson, Prof. Dr. Anneliese Voss.
However, the Company does not require that all members of the Personalausschuss satisfy the specific independence standards applicable to compensation committee members under Nasdaq Listing Rule 5605(d)(2). Furthermore, under German law, the ultimate decision on Vorstand compensation must be made by the full Aufsichtsrat, and the Personalausschuss serves in an advisory and preparatory capacity rather than as the decision-making body. German law does not require the adoption of a written compensation committee charter in the specific form required by Nasdaq Rule 5605(d)(1), although the Personalausschuss operates pursuant to rules of procedure (Geschäftsordnung) adopted by the Aufsichtsrat.
The Company further notes that, pursuant to Section 120a AktG (as introduced by ARUG II), the shareholders of the Company are entitled to a non-binding advisory vote (Say-on-Pay) on the Vorstand compensation system at the annual general meeting, and to a binding vote on the Vorstand compensation system at least every four years. This shareholder oversight mechanism provides an additional layer of accountability with respect to executive compensation that is not present in the Nasdaq framework for domestic issuers.
Risk to Investors. The Company's executive compensation decisions are ultimately made by the full Aufsichtsrat rather than by a committee composed entirely of independent directors as defined under Nasdaq standards. As a result, executive compensation decisions may involve the participation of Aufsichtsrat members who may not satisfy all of the independence criteria applicable to Nasdaq compensation committee members. Investors should be aware that the compensation oversight framework applicable to the Company may differ from, and in certain respects may provide less independence protection than, the compensation committee requirements of Nasdaq Rule 5605(d).
2.4 Nasdaq Rule 5605(e) — Director Nominations
Nasdaq Requirement. Nasdaq Listing Rule 5605(e) requires that director nominees of a domestic listed company be selected, or recommended for the board's selection, either by (i) a nominations committee composed solely of independent directors as defined under Nasdaq Rule 5605(a)(2), or (ii) a majority of the independent directors of the board. The nominations committee or independent directors, as applicable, must adopt a formal written charter or board resolution addressing the director nomination process, including minimum qualifications for nominees.
Home-Country Practice Followed. Under the AktG, the shareholder representatives on the Aufsichtsrat are elected directly by the shareholders at the annual general meeting (Hauptversammlung) (Section 119(1) No. 1 AktG). Shareholders have the right to propose candidates for election to the Aufsichtsrat, and the existing Aufsichtsrat typically submits proposals to the Hauptversammlung for the election of Aufsichtsrat members. The Vorstand members, by contrast, are not elected by shareholders but are appointed and removed by the Aufsichtsrat (Section 84 AktG). Thus, the nomination and election process for the Company's supervisory and management boards differs fundamentally from the director nomination process in a unitary board system.
The DCGK recommends that the Aufsichtsrat establish a nomination committee (Nominierungsausschuss) composed exclusively of shareholder representatives (as opposed to employee representatives, which would be applicable to companies subject to the German Co-Determination Act). The Nominierungsausschuss is tasked with identifying and recommending suitable candidates for election to the Aufsichtsrat by the shareholders. However, neither the AktG nor the DCGK requires that the Nominierungsausschuss be composed exclusively of members who satisfy the Nasdaq independence criteria, and German law permits the full Aufsichtsrat or the shareholders themselves to nominate and elect supervisory board members without a separate nominating committee that meets Nasdaq's independence requirements.
At present, the Company has not established a separate Nominierungsausschuss. Nominations for Aufsichtsrat members are prepared by the full Aufsichtsrat for submission to the Hauptversammlung. The Company will consider establishing a Nominierungsausschuss in accordance with the DCGK recommendations and will disclose any changes to its nomination practices in its annual declaration of conformity and in its annual reports on Form 20-F.
Risk to Investors. Director nominations may not be subject to oversight by a committee composed entirely of independent directors as defined under Nasdaq standards. Shareholders and investors should be aware that the process for selecting Aufsichtsrat members is governed by the AktG and involves direct shareholder election at the annual general meeting, which differs from the committee-based nomination process required by Nasdaq for domestic listed companies. As a result, the nomination process may not incorporate the same level of independent oversight as would be required under Nasdaq Rule 5605(e).
2.5 Nasdaq Rule 5620(a) — Quorum Requirement
Nasdaq Requirement. Nasdaq Listing Rule 5620(a) requires that a domestic listed company provide in its bylaws for a minimum quorum of not less than 33⅓% of the outstanding shares of common stock for any meeting of shareholders. A domestic listed company may not amend its bylaws to reduce its quorum requirement below 33⅓%.
Home-Country Practice Followed. Under the AktG, there is generally no minimum quorum requirement for ordinary shareholder resolutions adopted at the Hauptversammlung. Ordinary resolutions — such as the election of Aufsichtsrat members, the approval of the actions of the Vorstand and Aufsichtsrat (Entlastung), and the approval of the annual financial statements — may be adopted by a simple majority of the votes cast at a duly convened Hauptversammlung, regardless of the percentage of outstanding share capital represented at the meeting.
Certain extraordinary resolutions under the AktG require a supermajority vote. For example, amendments to the Company's articles of association (Satzung), the creation of authorized capital (genehmigtes Kapital), and the exclusion of pre-emptive rights (Bezugsrechtsausschluss) generally require a vote of at least 75% of the share capital represented at the Hauptversammlung at which the vote is taken (Sections 179, 202, 186(3) AktG). However, these supermajority requirements are calculated based on the share capital represented at the meeting, not the total outstanding share capital, and the AktG does not impose a minimum quorum of share capital that must be represented for the meeting to be valid (unless the Satzung provides otherwise).
The Company's Satzung follows the AktG default rules on quorum and does not impose a minimum quorum requirement for ordinary resolutions beyond that provided by the AktG. The Company notes, however, that the convocation and notice procedures under the AktG (Sections 121–128 AktG) are designed to ensure that shareholders receive adequate notice of, and have the opportunity to participate in, each Hauptversammlung.
Risk to Investors. Shareholders should be aware that valid shareholder resolutions may be adopted at a Hauptversammlung at which less than 33⅓% of the outstanding shares of the Company are represented. As a result, significant corporate decisions may be made by a relatively small percentage of the Company's shareholders. Investors who do not attend or vote at the Hauptversammlung (either in person or through authorized representatives) may have their interests determined by those shareholders who do participate, even if participating shareholders represent a minority of the Company's total outstanding shares.
2.6 Nasdaq Rule 5620(b) — Proxy Solicitation
Nasdaq Requirement. Nasdaq Listing Rule 5620(b) requires that a domestic listed company solicit proxies and provide proxy statements for all meetings of shareholders, in compliance with the proxy solicitation rules of the SEC under Section 14(a) of the Exchange Act and the rules promulgated thereunder.
Home-Country Practice Followed. Under German law, the Company is not required to solicit proxies from its shareholders in the manner required by Nasdaq for domestic U.S. issuers. Instead, shareholders are invited to attend the Hauptversammlung (or to authorize representatives to attend and vote on their behalf) pursuant to the convocation and notice procedures set forth in the AktG (Sections 121–128 AktG) and the Company's Satzung. The convocation notice (Einberufung) must be published in the German Federal Gazette (Bundesanzeiger) at least thirty (30) days before the date of the Hauptversammlung and must set forth the agenda items, proposed resolutions, and other information required by the AktG. The Company also provides notice to shareholders in accordance with the requirements of the Prime Standard segment of the Frankfurt Stock Exchange.
Shareholders of German AGs may authorize third parties, including credit institutions, shareholder associations, or other representatives, to attend and vote at the Hauptversammlung on their behalf. The Company facilitates the exercise of shareholder voting rights by providing authorization forms and instructions in connection with each Hauptversammlung, in accordance with the AktG and the Company's Satzung.
As a foreign private issuer, the Company is exempt from the proxy solicitation rules of the SEC applicable to domestic U.S. issuers under the Exchange Act. The Company will, however, provide ADS holders with information regarding Hauptversammlung voting procedures through the Depositary in accordance with the terms of the Deposit Agreement. The Company intends to instruct the Depositary to distribute to ADS holders notice of each Hauptversammlung and voting instructions in a timely manner, in accordance with the Deposit Agreement.
Risk to Investors. ADS holders and other U.S. investors may not receive proxy statements or solicitations in the form or with the content that would be required of a domestic listed company under SEC proxy rules. Although the Company will endeavor to provide ADS holders with timely notice and voting instructions through the Depositary, the information provided may differ from the proxy materials that would be provided by a domestic listed company, and the process for exercising voting rights through the Depositary may be more complex or less convenient than direct proxy voting.
2.7 Nasdaq Rule 5635 — Shareholder Approval Requirements
Nasdaq Requirement. Nasdaq Listing Rule 5635 requires shareholder approval prior to the issuance of securities by a domestic listed company in certain circumstances, including:
(a) Acquisitions (Rule 5635(a)). Shareholder approval is required when the issuance or potential issuance of common stock (or securities convertible into or exercisable for common stock) could result in a change of control of the issuer, or in connection with the acquisition of the stock or assets of another company where the number of shares of common stock to be issued is equal to or exceeds 20% of the number of shares of common stock outstanding before the issuance.
(b) Change of Control (Rule 5635(b)). Shareholder approval is required when the issuance or potential issuance of securities will result in a change of control of the issuer.
(c) Equity Compensation Plans (Rule 5635(c)). Shareholder approval is required for the establishment or material amendment of a stock option or purchase plan or other equity compensation arrangement pursuant to which stock may be acquired by officers, directors, employees, or consultants of the company.
(d) Private Placements (Rule 5635(d)). Shareholder approval is required in connection with a transaction other than a public offering involving the sale, issuance, or potential issuance by the company of common stock (or securities convertible into or exercisable for common stock) equal to 20% or more of the common stock or 20% or more of the voting power outstanding before the issuance for a price less than the applicable Minimum Price (as defined in the Nasdaq rules).
Home-Country Practice Followed. Under the AktG, shareholder approval requirements for share issuances are governed by a framework that differs materially from the transactional thresholds set forth in Nasdaq Rule 5635. The AktG shareholder approval framework operates as follows:
(i) Authorized Capital (*Genehmigtes Kapital*) — Section 202 AktG. The Hauptversammlung may authorize the Vorstand, with the consent of the Aufsichtsrat, to increase the Company's share capital by issuing new shares up to a specified maximum amount (genehmigtes Kapital) for a period of up to five years. Once the authorized capital has been approved by the shareholders, the Vorstand (with Aufsichtsrat consent) may issue new shares within the authorized limits without obtaining additional shareholder approval for each individual issuance, provided that the issuance is within the scope of the authorization.
(ii) Conditional Capital (*Bedingtes Kapital*) — Section 192 AktG. The Hauptversammlung may approve the creation of conditional capital for specific purposes enumerated in the AktG, including the issuance of shares upon exercise of conversion or option rights granted to holders of convertible bonds or similar instruments, and the issuance of shares in connection with employee stock option plans.
(iii) Pre-Emptive Rights (*Bezugsrechte*) — Section 186 AktG. Existing shareholders of a German AG have statutory pre-emptive rights with respect to any new share issuances. These pre-emptive rights may only be excluded by a shareholder resolution adopted with a 75% supermajority of the share capital represented at the Hauptversammlung, and subject to specific justification requirements (Section 186(3) and (4) AktG). The exclusion of pre-emptive rights is subject to judicial review and must be justified by the Company's interest in the relevant transaction.
Once authorized capital has been approved by the shareholders and pre-emptive rights have been excluded (where applicable), the Vorstand (with Aufsichtsrat consent) may issue new shares within the authorized limits without additional transactional shareholder approval, regardless of whether the issuance would exceed the 20% thresholds set forth in Nasdaq Rule 5635.
The Company follows the AktG authorized capital and conditional capital framework rather than the specific transactional shareholder approval requirements of Nasdaq Rule 5635. The Company notes that the 30,000,000 new ordinary shares to be issued in connection with the U.S. initial public offering will be issued from authorized capital approved by the Company's shareholders, with an exclusion of pre-emptive rights authorized under Section 186(3) AktG by a shareholder resolution adopted at the extraordinary general meeting of the Company held on [●], 2025.
Risk to Investors. The Company may issue shares in circumstances where Nasdaq Rule 5635 would require specific transactional shareholder approval but where German law does not impose such a requirement. For example, the Company may issue shares representing 20% or more of its outstanding share capital in connection with acquisitions or private placements without obtaining additional shareholder approval, provided that the issuance is within the scope of previously authorized capital. Similarly, the Company may establish or amend equity compensation plans within the framework of conditional capital approved by shareholders without obtaining separate shareholder approval in the form required by Nasdaq Rule 5635(c). As a result, the dilutive impact of new share issuances on existing shareholders may not be subject to the same level of transactional shareholder scrutiny as would be the case for a domestic listed company subject to Nasdaq Rule 5635.
2.8 Nasdaq Rule 5610 — Code of Conduct
Nasdaq Requirement. Nasdaq Listing Rule 5610 requires that each domestic listed company adopt a code of conduct applicable to all directors, officers, and employees that complies with the definition of a "code of ethics" under Section 406(c) of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"). The code of conduct must, among other things, (i) provide for an enforcement mechanism, including the processing of complaints regarding and the investigation of violations of the code, (ii) include provisions regarding conflicts of interest, corporate opportunities, confidentiality, fair dealing, protection of company assets, compliance with laws, and the reporting of illegal or unethical behavior, and (iii) be publicly available and disclosed in the company's annual report or on its website.
Home-Country Practice Followed. The Company intends to adopt a Code of Business Conduct and Ethics (the "Code") that is fully compliant with the requirements of Nasdaq Listing Rule 5610 and Section 406 of the Sarbanes-Oxley Act. The Code will be applicable to all members of the Vorstand, all members of the Aufsichtsrat, and all employees of the Company and its subsidiaries. The Code will be publicly available on the Company's website and will be filed as an exhibit to the Company's registration statement on Form F-1.
Accordingly, the Company does not seek an exemption from Nasdaq Listing Rule 5610 and will comply fully with this requirement.
2.9 Nasdaq Rule 5605(c) — Audit Committee
Nasdaq Requirement. Nasdaq Listing Rule 5605(c) requires that each domestic listed company have an audit committee of at least three members, each of whom must be an independent director as defined under Nasdaq Listing Rule 5605(a)(2) and must meet the independence criteria set forth in Rule 10A-3 under the Exchange Act. The audit committee must have a formal written charter that specifies the committee's purpose, responsibilities, and authority, including the committee's responsibility for the appointment, compensation, retention, and oversight of the work of any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review, or attest services for the company. At least one member of the audit committee must be an "audit committee financial expert" as defined under SEC rules, and each member must be financially literate.
Home-Country Practice Followed. Pursuant to Nasdaq Listing Rule 5615(a)(3), a foreign private issuer is required to comply with the audit committee requirements mandated by Rule 10A-3 under the Exchange Act and Nasdaq Rule 5605(c)(3). The Company acknowledges this mandatory requirement and does not seek an exemption from the audit committee requirements of Nasdaq Rule 5605(c)(3) and Exchange Act Rule 10A-3.
The Company has established an audit committee (the "Prüfungsausschuss") of the Aufsichtsrat that is composed of three members, each of whom satisfies the independence requirements of both Exchange Act Rule 10A-3 and Nasdaq Listing Rule 5605(a)(2). The Company has adopted an audit committee charter that complies with the requirements of Nasdaq Listing Rule 5605(c)(1) and Exchange Act Rule 10A-3, including provisions regarding the committee's authority to retain independent legal and financial advisors, its responsibility for the appointment, compensation, and oversight of the Company's independent auditors, and its procedures for handling complaints regarding accounting, internal controls, and auditing matters.
The Company notes that the AktG independently requires the Aufsichtsrat of a listed AG to establish an audit committee (Prüfungsausschuss) pursuant to Section 107(3) sentence 2 and Section 107(4) AktG. The AktG audit committee must include at least one member with expertise in the area of accounting and at least one member with expertise in the area of auditing, and the chairperson of the Prüfungsausschuss must be independent and may not be the chairperson of the Aufsichtsrat. The Company will ensure that the composition and functioning of its Prüfungsausschuss satisfy both the requirements of German law and the requirements of Exchange Act Rule 10A-3 and Nasdaq Listing Rule 5605(c)(3).
The Company will comply fully with this requirement and does not seek any exemption from Nasdaq Rule 5605(c)(3) or Exchange Act Rule 10A-3.
III. SUMMARY TABLE OF EXEMPTIONS
The following table summarizes the Nasdaq corporate governance requirements from which the Company seeks exemptions and those with which the Company will comply:
IV. MANDATORY COMPLIANCE UNDERTAKINGS
In connection with the Company's reliance on home-country corporate governance practices pursuant to Nasdaq Listing Rule 5615(a)(3), the Company hereby confirms the following mandatory compliance undertakings:
4.1 Audit Committee Compliance. The Company will comply with Nasdaq Listing Rule 5605(c)(3) and the audit committee requirements mandated by Rule 10A-3 under the Exchange Act, including the requirements for audit committee member independence, the committee's authority and responsibilities, and the committee's complaint-handling procedures. The Company will maintain an audit committee composed of at least three members, each of whom satisfies the independence requirements of Exchange Act Rule 10A-3 and Nasdaq Listing Rule 5605(a)(2), and at least one of whom qualifies as an "audit committee financial expert" within the meaning of Item 16A of Form 20-F.
4.2 Notification of Non-Compliance. The Company will comply with Nasdaq Listing Rule 5625, which requires prompt notification to Nasdaq of any non-compliance with the Nasdaq Listing Rules, including any material change in the Company's corporate governance practices or any event that could affect the Company's ability to rely on the home-country practice exemption under Nasdaq Rule 5615(a)(3).
4.3 Foreign Private Issuer Status. The Company will promptly notify Nasdaq if it ceases to qualify as a foreign private issuer under Rule 3b-4 of the Exchange Act. In the event that the Company ceases to qualify as a foreign private issuer, the Company will comply with all applicable Nasdaq corporate governance rules within the transition period provided by Nasdaq Listing Rule 5615(a)(3) and applicable Nasdaq guidance, unless an alternative exemption or accommodation is available and is timely requested. The Company will assess its foreign private issuer status annually as of the last business day of its second fiscal quarter, as required by Rule 3b-4, and will disclose the results of such assessment and any change in its status in its annual report on Form 20-F.
4.4 Disclosure. The Company will publish this Notice on its website at www.halcyon-semi.de/corporate-governance and will maintain this Notice on its website for as long as the Company's ADSs are listed on the Nasdaq Global Select Market and the Company continues to rely on the home-country practice exemption. The Company will include a reference to the availability of this Notice, and a description of each significant way in which its corporate governance practices differ from those required of domestic listed companies by Nasdaq, in each annual report on Form 20-F filed with the SEC.
4.5 Independent Auditors. The Company's independent auditors are Blackmere & Whitfield LLP / Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft (collectively, "Blackmere & Whitfield"). The New York office of Blackmere & Whitfield is registered with the Public Company Accounting Oversight Board ("PCAOB") and serves as the signing firm for purposes of the Company's audit reports filed with the SEC. The principal contact at the New York office is Graham Templeton, Partner, located at 7 Times Square, New York, NY 10036. The Munich office of Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft serves as the audit engagement lead and is responsible for the day-to-day conduct of the audit of the Company's consolidated financial statements. The principal contact at the Munich office is Dieter Kaufmann, Wirtschaftsprüfer, located at Ganghoferstraße 29, 80339 Munich, Germany. The Company's audit committee (Prüfungsausschuss) has primary responsibility for the appointment, compensation, retention, and oversight of Blackmere & Whitfield in accordance with Exchange Act Rule 10A-3 and the Company's audit committee charter.
4.6 Supplementation. The Company will supplement or amend this Notice if there are any material changes to its corporate governance practices or if additional significant differences between its home-country practices and Nasdaq requirements become known to the Company or its counsel.
V. DISCLOSURE OF HOME-COUNTRY LEGAL FRAMEWORK
The following is a brief summary of the key aspects of the German corporate governance framework applicable to the Company, provided for the convenience of Nasdaq and its Listing Qualifications staff. This summary does not purport to be a comprehensive description of German corporate law and is qualified in its entirety by reference to the AktG, the DCGK, and other applicable German laws and regulations.
5.1 Two-Tier Board Structure Under the AktG
German stock corporations (Aktiengesellschaften) are required by law to have a two-tier board structure consisting of the Vorstand (management board) and the Aufsichtsrat (supervisory board). This structure is a mandatory feature of German corporate law and cannot be altered by the articles of association or otherwise.
The Vorstand is the executive body of the Company and is responsible for managing the Company's affairs on its own responsibility (eigenverantwortlich) in accordance with the law, the Company's Satzung, and the rules of procedure adopted for the Vorstand by the Aufsichtsrat (Section 76 AktG). The Vorstand represents the Company in its dealings with third parties (Section 78 AktG). The Vorstand is a collective body, and its members are jointly responsible for the management of the Company, subject to any allocation of duties set forth in the Vorstand rules of procedure. The Company's current Vorstand consists of five members, led by Dr. Friedrich Wendt as Vorstandsvorsitzender (CEO).
The Aufsichtsrat is the oversight body of the Company and is responsible for supervising and monitoring the activities of the Vorstand. The Aufsichtsrat's principal functions include: (i) the appointment and removal of Vorstand members (Section 84 AktG); (ii) the determination of Vorstand compensation (Section 87 AktG); (iii) the approval of certain significant transactions specified in the Satzung or by resolution of the Aufsichtsrat (Zustimmungsvorbehalte) (Section 111(4) AktG); (iv) the examination and approval of the Company's annual financial statements and management report (Sections 171–172 AktG); and (v) the representation of the Company in dealings with members of the Vorstand (Section 112 AktG). Section 105 AktG prohibits simultaneous membership on both the Vorstand and the Aufsichtsrat. The Company's Aufsichtsrat currently consists of six shareholder-elected members, including the chairperson, Prof. Dr. Anneliese Voss.
5.2 German Corporate Governance Code (DCGK)
The DCGK is a set of corporate governance standards published by the Government Commission on the German Corporate Governance Code (Regierungskommission Deutscher Corporate Governance Kodex). The DCGK is regularly updated to reflect evolving best practices and regulatory developments. The DCGK contains three categories of provisions: (i) provisions that restate mandatory legal requirements; (ii) recommendations (designated "soll" / "shall"), from which companies may deviate but must explain any deviation in their annual declaration of conformity under Section 161 AktG; and (iii) suggestions (designated "sollte" / "should"), which are non-binding best practice standards.
Relevant DCGK recommendations referenced in this Notice include recommendations regarding the independence of Aufsichtsrat members, the establishment and composition of Aufsichtsrat committees (including the audit committee, personnel/compensation committee, and nomination committee), the structure and transparency of Vorstand compensation, and the conduct of the Hauptversammlung. A summary of the specific DCGK recommendations relevant to this Notice is set forth in Appendix B hereto.
The Company issues an annual declaration of conformity (Entsprechenserklärung) pursuant to Section 161 AktG, which is made permanently available on the Company's website and describes the Company's compliance with or deviations from the DCGK recommendations. The Company's most recent declaration of conformity is described in the Company's registration statement on Form F-1 and will be updated annually in its reports on Form 20-F.
5.3 Regulatory Oversight
The Company's corporate governance is subject to oversight by the Frankfurt Stock Exchange (FRA), which administers the admission and listing rules for the Prime Standard segment in which the Company's shares are listed, and by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin"), which is responsible for the supervision of issuers listed on German exchanges under the German Securities Trading Act (Wertpapierhandelsgesetz, "WpHG") and applicable European Union regulations. BaFin's oversight includes the review of financial reporting, the enforcement of disclosure obligations (including ad hoc disclosure requirements under the Market Abuse Regulation), and the supervision of insider trading and market manipulation prohibitions. The Financial Reporting Enforcement Panel (Deutsche Prüfstelle für Rechnungslegung, "DPR") enforces accounting and financial reporting standards for German listed companies in a two-tier enforcement system with BaFin.
5.4 Further Detail in SEC Filings
The Company's Satzung, corporate governance practices, two-tier board structure, and the principal rights and obligations of shareholders are described in detail in the Company's registration statement on Form F-1 filed (or being filed concurrently) with the SEC, and will be described in each annual report on Form 20-F filed by the Company. Investors and Nasdaq staff are referred to those filings for a more comprehensive description of the Company's corporate governance framework.
VI. CONTACT INFORMATION AND SUBMITTER DETAILS
All communications regarding this Notice should be directed to the following persons:
Issuer Contact:
Wilhelm Ostermann General Counsel (Chefjustitiar) and Member of the Vorstand Halcyon Semiconductor Aktiengesellschaft Maximilianstraße 72 80539 Munich, Germany Telephone: +49 (89) 2060-4400
Email: w.ostermann@halcyon-semi.de
U.S. Counsel:
Vivienne St. Claire, Partner Capital Markets Group Calderwood & Harkness LLP One Liberty Plaza, 42nd Floor New York, NY 10006 Telephone: +1 (212) 558-3200
Email: vstclaire@calderwoodharkness.com
German Counsel:
Dr. Christoph Maurelban, Partner Bähr Stein Rechtsanwälte PartGmbB Bockenheimer Landstraße 20 60323 Frankfurt am Main, Germany Telephone: +49 (69) 7140-3300
Email: feuerbach@baehrstein.de
The Company requests that Nasdaq direct any questions or requests for additional information regarding this Notice to the Company's U.S. counsel, Vivienne St. Claire, in the first instance, with copies to Wilhelm Ostermann and Dr. Christoph Maurelban.
VII. CERTIFICATION
The undersigned, on behalf of Halcyon Semiconductor Aktiengesellschaft, hereby certifies as follows:
1.  The Company has reviewed the corporate governance requirements set forth in Nasdaq Listing Rules 5600 through 5640 and has identified each significant way in which its home-country corporate governance practices differ from the corporate governance requirements that Nasdaq imposes on domestic listed companies.
2.  The differences described in Section II of this Notice, and summarized in the table set forth in Section III, represent all of the significant differences of which the Company is aware between its home-country corporate governance practices and the requirements of the Nasdaq Listing Rules applicable to domestic listed companies, as determined by the Company with the advice of its U.S. counsel, Calderwood & Harkness LLP, and its German counsel, Bähr Stein Rechtsanwälte PartGmbB.
3.  The Company acknowledges that it will supplement or amend this Notice promptly if there are any material changes to its corporate governance practices or if additional significant differences between its home-country practices and Nasdaq requirements become known to the Company or its counsel.
4.  The Company undertakes to comply with the mandatory requirements of Nasdaq Listing Rule 5615(a)(3), including the audit committee requirements of Exchange Act Rule 10A-3, the notification requirements of Nasdaq Listing Rule 5625, and the disclosure requirements applicable to foreign private issuers relying on the home-country practice exemption.
5.  The Company will promptly notify Nasdaq in the event that it ceases to qualify as a foreign private issuer under Rule 3b-4 of the Exchange Act and will comply with all applicable Nasdaq corporate governance requirements within the transition period specified by Nasdaq Listing Rule 5615(a)(3).
6.  The information set forth in this Notice is true and correct in all material respects as of the date hereof.
IN WITNESS WHEREOF, the undersigned has executed this Notice on behalf of Halcyon Semiconductor Aktiengesellschaft as of the date first set forth below.
HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT
By: ________
Name: Wilhelm Ostermann
Title: General Counsel (Chefjustitiar) and Member of the Vorstand
Date: ________
Acknowledged and confirmed:
By: ________
Name: Dr. Friedrich Wendt
Title: Chief Executive Officer (Vorstandsvorsitzender)
Date: ________
VIII. APPENDICES
APPENDIX A — RELEVANT PROVISIONS OF THE GERMAN STOCK CORPORATION ACT (AKTIENGESETZ, "AKTG")
The following is a summary of the key provisions of the AktG cited in this Notice. These summaries are provided in English for the convenience of Nasdaq and its Listing Qualifications staff and are qualified in their entirety by reference to the official German-language text of the AktG. In the event of any discrepancy between these summaries and the official text, the official German-language text shall control.
Section 76 AktG — Management by the Vorstand (*Leitung der Aktiengesellschaft*)
Section 76(1) AktG provides that the Vorstand shall manage the company on its own responsibility. The Vorstand is not subject to instructions from the Aufsichtsrat or the shareholders with respect to matters of business management, although the Aufsichtsrat may require that certain categories of transactions be subject to its prior consent (Zustimmungsvorbehalte) under Section 111(4) AktG. The Vorstand must act in the interest of the company, taking into account the interests of shareholders, employees, and other stakeholders.
Section 84 AktG — Appointment and Removal of Vorstand Members (*Bestellung und Abberufung des Vorstands*)
Section 84(1) AktG provides that the Aufsichtsrat shall appoint the members of the Vorstand for a maximum term of five (5) years. Reappointments for additional terms of up to five years are permitted, but may not be made earlier than one year before the expiration of the current term. Section 84(3) AktG provides that the Aufsichtsrat may revoke the appointment of a Vorstand member for good cause (wichtiger Grund), including a gross breach of duty, inability to properly manage the company, or a vote of no confidence by the shareholders (unless the vote of no confidence was clearly unreasonable).
Section 87 AktG — Compensation of the Vorstand (*Vergütung der Vorstandsmitglieder*)
Section 87(1) AktG provides that the Aufsichtsrat shall determine the compensation of each Vorstand member. The compensation must be appropriate in relation to the duties and performance of the Vorstand member and the situation of the company, and must not exceed the customary level of compensation without particular justification. The compensation of the Vorstand shall include all components of compensation, including fixed salary, variable compensation, pension entitlements, fringe benefits, and benefits in kind. Section 87a AktG (as introduced by ARUG II) requires the Aufsichtsrat to adopt a clear and comprehensible compensation system for the Vorstand, which must be submitted to the shareholders for approval at the annual general meeting.
Section 105 AktG — Incompatibility of Vorstand and Aufsichtsrat Membership (*Unvereinbarkeit der Zugehörigkeit zum Vorstand und Aufsichtsrat*)
Section 105(1) AktG provides that a member of the Aufsichtsrat may not simultaneously be a member of the Vorstand, a permanent deputy of a Vorstand member, a Prokurist (authorized signatory), or the general manager (Leiter) of the company. Section 105(2) AktG provides that the Aufsichtsrat may, for a limited period not exceeding one year, appoint members of the Aufsichtsrat to serve as substitute members of the Vorstand (stellvertretende Vorstandsmitglieder) in emergency situations, during which time their Aufsichtsrat membership is suspended.
Section 107 AktG — Committees of the Aufsichtsrat (*Innere Ordnung des Aufsichtsrats*)
Section 107(3) AktG provides that the Aufsichtsrat may form committees from among its members and delegate certain tasks to such committees. Section 107(3) sentence 2 AktG, as applicable to listed companies, requires the Aufsichtsrat to establish an audit committee (Prüfungsausschuss). Section 107(4) AktG sets forth requirements for the composition and qualifications of the audit committee, including the requirement that at least one member have expertise in accounting and at least one member have expertise in auditing, and that the chairperson of the audit committee be independent and not also serve as the chairperson of the Aufsichtsrat.
Section 119 AktG — Rights of the Hauptversammlung (*Rechte der Hauptversammlung*)
Section 119(1) AktG provides that the Hauptversammlung (annual general meeting) shall decide on the following matters, among others: (No. 1) the election and removal of shareholder representatives on the Aufsichtsrat; (No. 2) the formal approval o