CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED — ATTORNEY WORK PRODUCT
WHISTLEBLOWER AND COMPLAINT PROCEDURES POLICY
OF
HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT
Procedures for the Receipt, Retention, and Treatment of Complaints Regarding Accounting, Internal Accounting Controls, and Auditing Matters
Adopted by the Audit Committee of the Supervisory Board (Aufsichtsrat) of Halcyon Semiconductor Aktiengesellschaft in connection with the listing of American Depositary Shares on the Nasdaq Global Select Market
Effective upon the date of effectiveness of the Registration Statement on Form F-1 filed with the U.S. Securities and Exchange Commission (Target Effectiveness Date: June 22, 2026)
DRAFT
Prepared by: Calderwood & Harkness LLP One Liberty Plaza, 42nd Floor New York, NY 10006 US Securities Counsel to Halcyon Semiconductor AG
C&H Matter No. 1032-00003
TABLE OF CONTENTS
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ARTICLE I — PURPOSE AND LEGAL BASIS
Section 1.1 — Purpose
This Whistleblower and Complaint Procedures Policy (this "Policy") establishes procedures for:
(a) the receipt, retention, and treatment of complaints received by Halcyon Semiconductor Aktiengesellschaft ("Halcyon" or the "Company") regarding accounting, internal accounting controls, or auditing matters; and
(b) the confidential, anonymous submission by employees and other persons of concerns regarding questionable accounting or auditing matters.
This Policy is adopted by the Audit Committee (as defined below) of the Supervisory Board (Aufsichtsrat) of the Company in compliance with Section 301 of the Sarbanes-Oxley Act of 2002 ("SOX") and Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the applicable listing standards of the Nasdaq Global Select Market ("Nasdaq"). The adoption of this Policy reflects the Company's commitment to maintaining the highest standards of integrity, transparency, and accountability in its financial reporting and corporate governance practices.
The Company is incorporated as an Aktiengesellschaft under the laws of the Federal Republic of Germany. It is registered at the Commercial Register (Handelsregister) of the Amtsgericht München under registration number HRB 217458, with its registered headquarters at Maximilianstraße 72, 80539 Munich, Germany. The Company's ordinary shares (Stammaktien) are listed on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) under the ticker symbol "HCY" in the Prime Standard segment of the Regulated Market (Regulierter Markt). In connection with the Company's initial public offering of American Depositary Shares ("ADSs"), each representing one-half of one ordinary share, the Company is pursuing a listing of such ADSs on the Nasdaq Global Select Market under the ticker symbol "HCYN."
The Company qualifies as a "foreign private issuer" ("FPI") under Rule 3b-4 of the Exchange Act. Notwithstanding the exemptions and accommodations available to foreign private issuers under the Exchange Act and the Nasdaq listing standards, the Company has determined to adopt this Policy to ensure full compliance with the complaint procedures mandated by SOX Section 301 and Exchange Act Rule 10A-3.
Section 1.2 — Legal Framework
This Policy is adopted against, and should be interpreted in light of, the following legal and regulatory framework:
SOX Section 301. Section 301 of the Sarbanes-Oxley Act of 2002 requires the audit committee of each issuer the securities of which are listed on a national securities exchange to establish procedures for (i) the receipt, retention, and treatment of complaints received by the issuer regarding accounting, internal accounting controls, or auditing matters, and (ii) the confidential, anonymous submission by employees of the issuer of concerns regarding questionable accounting or auditing matters. These requirements are implemented through Exchange Act Rule 10A-3 and are a condition to the listing of the Company's ADSs on Nasdaq.
SOX Section 806 (18 U.S.C. § 1514A). Section 806 of the Sarbanes-Oxley Act provides whistleblower protection provisions that prohibit publicly traded companies and their officers, employees, contractors, subcontractors, and agents from retaliating against any employee who provides information, causes information to be provided, or otherwise assists in an investigation regarding any conduct which the employee reasonably believes constitutes a violation of Section 1341 (mail fraud), 1343 (wire fraud), 1344 (bank fraud), or 1348 (securities fraud) of Title 18 of the United States Code, any rule or regulation of the Securities and Exchange Commission, or any provision of federal law relating to fraud against shareholders. These protections extend to employees of subsidiaries and affiliates of publicly traded companies whose financial information is included in the consolidated financial statements of such companies.
Exchange Act Rule 10A-3(b)(3). Rule 10A-3 under the Exchange Act requires each member of an audit committee to be a member of the board of directors of the listed issuer and to be independent. Rule 10A-3(b)(3) specifically requires each audit committee to establish procedures for the receipt, retention, and treatment of complaints regarding accounting, internal accounting controls, or auditing matters, including procedures for the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters. While certain accommodations are available to foreign private issuers under Rule 10A-3(c), the Company has elected to comply fully with the complaint procedures requirements of Rule 10A-3(b)(3).
Nasdaq Rule 5605(c). Nasdaq Rule 5605(c) sets forth audit committee requirements applicable to listed companies, including independence, financial literacy, and charter requirements. Certain exemptions are available to foreign private issuers under Nasdaq Rule 5615(a)(3), which permits a foreign private issuer to follow its home-country practice in lieu of certain Nasdaq corporate governance requirements. Notwithstanding the availability of such exemptions, the Company has elected to comply with the complaint procedures requirements of Exchange Act Rule 10A-3 and has adopted this Policy in furtherance of that election.
Company Governance Documents. This Policy should be read in conjunction with the Company's separately adopted Audit Committee Charter (US-Compliant), which sets forth the composition, authority, and responsibilities of the Audit Committee, and the Company's Code of Business Conduct and Ethics (US-Compliant), which establishes standards of conduct applicable to all directors, officers, and employees of the Company and its subsidiaries.
German Hinweisgeberschutzgesetz. The Company acknowledges the requirements of the German Whistleblower Protection Act (Hinweisgeberschutzgesetz or "HinSchG"), which transposed into German law the requirements of EU Directive 2019/1937 on the protection of persons who report breaches of Union law. The HinSchG requires employers with 50 or more employees to establish internal reporting channels and provides protections against retaliation for whistleblowers. This Policy is designed to satisfy both the requirements of U.S. law (SOX, Exchange Act, Nasdaq) and, to the extent applicable, the requirements of the HinSchG and EU Directive 2019/1937. To the extent any provision of this Policy is more protective of whistleblowers than the corresponding requirement of the HinSchG, the more protective provision shall apply.
Section 1.3 — Scope of Application
This Policy applies to all directors (including members of the Management Board (Vorstand) and all members of the Supervisory Board (Aufsichtsrat)), officers, employees, consultants, contractors, agents, and any other persons associated with or acting on behalf of Halcyon and its subsidiaries worldwide, including but not limited to the following entities:
(a) Halcyon Semiconductor USA Inc., a Delaware corporation with its principal office at 2500 Augustine Drive, Suite 100, Santa Clara, California 95054, United States;
(b) Halcyon Power Solutions GmbH, a company organized under the laws of the Federal Republic of Germany, with its registered office in Dresden, Germany;
(c) Halcyon Asia Pacific Pte. Ltd., a company incorporated in the Republic of Singapore;
(d) Halcyon Shanghai Semiconductor Co., Ltd., a company organized under the laws of the People's Republic of China, with its registered office in Shanghai, PRC; and
(e) Halcyon Automotive Components s.r.o., a company organized under the laws of the Czech Republic, with its registered office in Brno, Czech Republic.
In addition to the foregoing, this Policy applies to any other subsidiary, affiliate, or joint venture entity in which the Company holds a controlling interest, now existing or hereafter formed. The obligations set forth in this Policy extend to any such entity to the extent that its financial information is included in the Company's consolidated financial statements.
This Policy also applies to third parties who wish to submit complaints or concerns, including shareholders, holders of ADSs, suppliers, customers, business partners, and members of the general public. The Company welcomes and encourages the submission of good-faith complaints from all sources, whether internal or external.
ARTICLE II — DEFINITIONS
Section 2.1 — Key Defined Terms
As used in this Policy, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Section 2.1 shall have the meanings ascribed to them elsewhere in this Policy.
"Accounting Matters" means any matter relating to accounting, internal accounting controls, or auditing, including but not limited to:
(i) fraud or deliberate error in the preparation, evaluation, review, or audit of any financial statement of the Company;
(ii) fraud or deliberate error in the recording and maintaining of the Company's financial records;
(iii) deficiencies in, or noncompliance with, the Company's internal accounting controls;
(iv) misrepresentation or false statement to or by a senior officer or accountant regarding a matter contained in the Company's financial records, financial reports, or audit reports;
(v) deviation from full and fair reporting of the Company's financial condition and results of operations;
(vi) any matter that could reasonably be expected to result in a material misstatement of the Company's consolidated financial statements or a material weakness or significant deficiency in the Company's internal control over financial reporting; and
(vii) any other matter that falls within the scope of Exchange Act Rule 10A-3(b)(3) or SOX Section 301.
"Audit Committee" means the Audit Committee of the Supervisory Board (Aufsichtsrat) of Halcyon Semiconductor AG, as constituted in accordance with the Company's Audit Committee Charter, Exchange Act Rule 10A-3, and Nasdaq Rule 5605(c). As of the date of adoption of this Policy, the Audit Committee is chaired by Prof. Dr. Anneliese Voss, who also serves as Chair of the Supervisory Board, or such other independent member as the Supervisory Board may designate as Audit Committee chair from time to time.
"Complaint" means any report, concern, allegation, or submission (whether written, oral, electronic, or anonymous) relating to Accounting Matters or any other matter covered by this Policy, submitted through any of the reporting channels described in Article IV or otherwise brought to the attention of the Company.
"Company" means Halcyon Semiconductor Aktiengesellschaft and, where the context requires, its consolidated subsidiaries as identified in Section 1.3 and any other subsidiary, affiliate, or joint venture entity in which the Company holds a controlling interest.
"Compliance Officer" means Wilhelm Ostermann, General Counsel (Chefjustitiar) of Halcyon, or such other person as the Audit Committee may designate from time to time to serve in such capacity. The Compliance Officer shall serve as the primary point of contact for the day-to-day administration of this Policy, subject at all times to the authority and oversight of the Audit Committee.
"Protected Activity" means the good-faith reporting of a Complaint under this Policy, the good-faith participation or cooperation in any investigation conducted under this Policy, or any other lawful act undertaken by a person to report, investigate, or assist in the investigation of conduct that the person reasonably believes constitutes a violation of the laws, rules, regulations, or policies described in this Policy.
"Retaliation" means any adverse action taken against a person because of, or in response to, a Protected Activity. Retaliation includes, without limitation, termination of employment, demotion, suspension, reduction in compensation or benefits, reassignment to less desirable duties or work location, threats, intimidation, harassment, or any other form of discrimination in the terms, conditions, or privileges of employment. Retaliation also includes any action taken against a person's family members or other associated individuals for the purpose of discouraging or punishing a Protected Activity.
"Securities Law Violation" means any violation or suspected violation of the U.S. federal securities laws (including the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended), rules and regulations of the U.S. Securities and Exchange Commission (the "SEC"), or applicable German or other securities laws and regulations (including the EU Market Abuse Regulation (Regulation (EU) No 596/2014) and the German Securities Trading Act (Wertpapierhandelsgesetz)).
ARTICLE III — TYPES OF COMPLAINTS COVERED
Section 3.1 — Accounting, Internal Controls, and Auditing Complaints
This Policy covers, and the procedures set forth herein apply to, complaints and concerns relating to any Accounting Matter, including but not limited to the following:
(a) Financial Statement Fraud. Fraud or suspected fraud affecting the Company's financial statements, financial records, or financial reporting processes, whether involving the consolidated financial statements of the Company or the financial statements of any individual subsidiary.
(b) Intentional Misstatements or Omissions. Intentional misstatement or omission of material information in financial statements or reports filed with the SEC (including the Company's annual report on Form 20-F, reports on Form 6-K, and any other periodic or current reports) or filed with or disseminated through the Frankfurt Stock Exchange or any other securities exchange on which the Company's securities are listed or traded.
(c) Internal Control Deficiencies. Material deficiencies in the design or operation of the Company's internal controls over financial reporting, including any condition that constitutes or may constitute a material weakness or significant deficiency as those terms are defined by the Public Company Accounting Oversight Board ("PCAOB") and the SEC.
(d) IFRS Non-Compliance. Non-compliance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board, as applied in the Company's consolidated financial statements. The Company's consolidated financial statements are audited by Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft, Munich, Germany (the "German Auditor"), and by Blackmere & Whitfield LLP, New York, New York (the "US Auditor"), as a PCAOB-registered public accounting firm. Any concern regarding the application of IFRS or the conduct of the Company's audits shall be treated as an Accounting Matter.
(e) Audit Irregularities. Irregularities in any audit, review, or other engagement conducted by the Company's independent auditors, including concerns about auditor independence, objectivity, or compliance with PCAOB auditing standards or German auditing standards (IDW Prüfungsstandards).
(f) Significant Accounting Judgments. Questionable practices relating to revenue recognition, cost capitalization, asset impairment, inventory valuation, warranty reserves, tax provisions, or other significant accounting estimates and judgments that could materially affect the Company's reported financial position or results of operations.
(g) Disclosure Controls and SOX Compliance. Concerns about the adequacy of the Company's disclosure controls and procedures or internal control over financial reporting, including compliance with the certification requirements of SOX Section 302 (officer certifications in periodic reports) and SOX Section 404 (management's report on internal control over financial reporting). The Company notes that, as an emerging growth company and foreign private issuer, it expects to first be subject to the auditor attestation requirements of SOX Section 404(b) for the fiscal year ending December 31, 2027; however, complaints regarding internal controls are covered by this Policy regardless of the applicability of Section 404(b).
Section 3.2 — Other Covered Matters
In addition to Accounting Matters, this Policy also covers, and the procedures set forth herein apply to, complaints and concerns relating to the following matters:
(a) Code of Conduct Violations. Violations or suspected violations of the Company's Code of Business Conduct and Ethics, including conflicts of interest, misuse of Company assets, and breaches of confidentiality obligations.
(b) Securities Law Violations. Violations or suspected violations of the U.S. federal securities laws, including the Securities Act of 1933 and the Exchange Act, as well as applicable German and European securities laws and regulations.
(c) Shareholder Fraud. Fraud against shareholders or holders of ADSs, including manipulation of ADS or ordinary share trading, market manipulation, or dissemination of false or misleading information in connection with the trading of the Company's securities.
(d) Bribery and Corruption. Bribery, corruption, or violations of the U.S. Foreign Corrupt Practices Act of 1977 ("FCPA"), the United Kingdom Bribery Act 2010 (the "UK Bribery Act"), or any other applicable anti-corruption law, including improper payments to government officials, commercial bribery, and facilitation payments.
(e) Sanctions and Export Controls. Violations of applicable economic sanctions laws and regulations, including those administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC") and the European Union, or violations of export control regulations, including the U.S. Export Administration Regulations ("EAR") and the International Traffic in Arms Regulations ("ITAR").
(f) Insider Trading. Insider trading or tipping in violation of applicable law, including Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, the EU Market Abuse Regulation, or the German Securities Trading Act (Wertpapierhandelsgesetz).
(g) Other Violations. Any other conduct that may constitute a crime, a violation of applicable law or regulation, or a material noncompliance with Company policy, to the extent such conduct relates to the Company's business, operations, or affairs.
For the avoidance of doubt, the categories of complaints set forth in this Section 3.2 are illustrative and not exhaustive. The Company encourages the reporting of any conduct that raises a reasonable concern about the integrity of the Company's financial reporting, compliance with applicable law, or adherence to the Company's ethical standards.
ARTICLE IV — SUBMISSION OF COMPLAINTS
Section 4.1 — Channels for Reporting
The Company has established multiple channels through which complaints may be submitted. These channels are designed to be accessible, secure, and available to all persons covered by this Policy, regardless of location, language, or position. The following reporting channels are available:
1. Dedicated Whistleblower Hotline. The Company maintains a toll-free telephone hotline operated by an independent third-party provider specializing in ethics and compliance reporting services. The hotline is available 24 hours a day, 7 days a week, 365 days a year. Callers may report concerns in English, German, Mandarin Chinese, and Czech, with additional language support available upon request through the third-party provider's interpretation services. Anonymous calls are accepted, and the third-party provider will not attempt to identify callers who wish to remain anonymous. The toll-free number will be posted prominently on the Company's intranet, on bulletin boards and in common areas at all Company facilities worldwide, and in the Company's employee handbook and Code of Business Conduct and Ethics. The hotline number will be separately communicated to all employees in connection with the training described in Section 10.3 of this Policy. The applicable toll-free number is set forth in Appendix A hereto.
2. Dedicated Whistleblower Email. The Company maintains a dedicated email address for the submission of complaints: whistleblower@halcyon-semiconductor.com. This email account is monitored by the Compliance Officer's office and is accessible only to the Compliance Officer and such members of the Compliance Officer's staff as the Compliance Officer may designate, subject to appropriate confidentiality undertakings. Complainants may use this email address to submit complaints in writing, including attachments of supporting documents. Anonymous submissions via the email address are accepted, although the Company notes that the use of personal email accounts may not fully preserve anonymity.
3. Dedicated Web Portal. The Company maintains an encrypted, anonymous web-based reporting portal hosted by an independent third-party provider. The portal permits complainants to submit detailed written complaints, upload supporting documents, and engage in anonymous follow-up communications with the Compliance Officer's office through a secure messaging function. The portal is accessible from any internet-connected device, including mobile devices, and is available in English, German, Mandarin Chinese, and Czech. The URL for the web portal is set forth in Appendix A hereto.
4. Written Submission by Mail. Complaints may be submitted in writing (including anonymously) by physical mail addressed to:
Audit Committee Chair c/o Office of the General Counsel Halcyon Semiconductor AG Maximilianstraße 72 80539 Munich, Germany
All written complaints submitted by mail should be marked "CONFIDENTIAL — WHISTLEBLOWER COMPLAINT" on the outer envelope. Envelopes so marked will be delivered unopened to the Compliance Officer or, where indicated on the envelope, directly to the Audit Committee Chair. The Company accepts anonymous written complaints; complainants who wish to remain anonymous should not include their name or other identifying information in the submission.
5. In-Person Reporting. Employees and other persons may report complaints in person to the Compliance Officer (Wilhelm Ostermann, General Counsel) at the Company's headquarters in Munich, or directly to any member of the Audit Committee. The Compliance Officer or Audit Committee member receiving the in-person report will prepare a written summary of the complaint and will process it in accordance with the procedures set forth in Article V.
6. US-Specific Channel. For employees and other persons located in the United States, complaints may also be submitted in writing or in person via:
Halcyon Semiconductor USA Inc. 2500 Augustine Drive, Suite 100 Santa Clara, CA 95054
Attn: Compliance
Complaints received through this channel will be promptly forwarded to the Compliance Officer in Munich for processing in accordance with this Policy.
The Company encourages complainants to use whichever reporting channel is most convenient and comfortable. All reporting channels are equally valid, and the Company will not differentiate between complaints based on the channel through which they are received.
Section 4.2 — Anonymity and Confidentiality
The Company is committed to protecting the confidentiality of complainants and to providing mechanisms for anonymous reporting.
All reporting channels described in Section 4.1 permit anonymous submissions. The Company will not require identification as a condition of accepting a complaint, and anonymous complaints will be investigated with the same rigor, thoroughness, and good faith as complaints submitted by identified individuals.
The identity of any reporting person will be kept confidential to the maximum extent consistent with conducting a thorough investigation and complying with applicable law. Information concerning the identity of a complainant will be shared only on a need-to-know basis with those persons directly involved in the investigation and resolution of the complaint, and such persons will be informed of and required to maintain the confidentiality of the complainant's identity.
Notwithstanding the foregoing, the Company acknowledges that complete anonymity cannot be guaranteed in all circumstances. Disclosure of a complainant's identity may be required or compelled by applicable law, court order, subpoena, or regulatory investigation or proceeding. In such circumstances, the Company will take all reasonable steps to notify the complainant (to the extent the complainant's identity is known) before making any such disclosure, unless such prior notification is prohibited by law. Additionally, the practical circumstances of certain complaints (for example, where the complaint concerns conduct known to a very limited number of individuals) may make it difficult to maintain complete anonymity even when the Company takes all reasonable steps to protect the complainant's identity.
Section 4.3 — Content of Complaints
The Company encourages complainants to provide as much detail as possible in their submissions. While complaints need not follow a particular form, the following information, to the extent available to the complainant, will assist the Company in assessing and investigating the complaint:
(a) A description of the nature of the concern, including the specific conduct, event, or condition that is the subject of the complaint;
(b) The names and positions of the individuals involved in or aware of the conduct, event, or condition;
(c) The approximate dates on which the conduct, event, or condition occurred or was observed;
(d) The locations at which the conduct, event, or condition occurred;
(e) Any supporting documents, records, emails, or other evidence in the complainant's possession or control;
(f) A description of how the complainant became aware of the issue; and
(g) Any other information the complainant believes is relevant to the assessment and investigation of the complaint.
The Company recognizes that complainants may not have access to all of the foregoing information and that even fragmentary or incomplete information may be valuable. Complaints in any format will be accepted and assessed, and the absence of detailed information will not, in and of itself, be grounds for declining to investigate a complaint. A template complaint form is provided in Appendix B hereto for the convenience of complainants; use of the form is encouraged but is not required.
ARTICLE V — RECEIPT AND INITIAL ASSESSMENT OF COMPLAINTS
Section 5.1 — Receipt and Logging
All complaints received through any of the reporting channels described in Article IV will be promptly logged in a secure, confidential complaint register (the "Complaint Register") maintained by the Compliance Officer's office. The Complaint Register shall be maintained in electronic form with appropriate access controls and encryption, and access shall be limited to the Compliance Officer, the Compliance Officer's designated staff, and the members of the Audit Committee.
Each complaint will be assigned a unique tracking number upon receipt. The Complaint Register will record, at a minimum, the following information for each complaint:
(i) the unique tracking number;
(ii) the date and time of receipt;
(iii) the reporting channel through which the complaint was received;
(iv) a summary of the nature of the complaint;
(v) whether the complaint relates to Accounting Matters or other covered matters;
(vi) whether the complainant has identified himself or herself or has submitted the complaint anonymously;
(vii) the status of the complaint (e.g., initial assessment, under investigation, resolved); and
(viii) the date and nature of the final resolution, including any corrective actions taken.
Where the complainant's identity is known, the Compliance Officer will provide written acknowledgment of receipt to the complainant within five (5) business days of the date on which the complaint is received. The acknowledgment will confirm that the complaint has been received and logged, will provide the complaint's unique tracking number, and will outline the next steps in the process. Where the complaint was submitted anonymously, no acknowledgment of receipt will be sent, but the complainant may check the status of the complaint through the anonymous messaging function of the web portal described in Section 4.1.
Section 5.2 — Initial Assessment
The Compliance Officer will conduct an initial assessment of each complaint within ten (10) business days of the date of receipt. The purpose of the initial assessment is to determine:
(a) whether the complaint relates to Accounting Matters (as defined in Section 2.1 and described in Section 3.1) or to other covered matters (as described in Section 3.2);
(b) the apparent credibility and urgency of the complaint, based on the information available at the time of the assessment; and
(c) the appropriate course of action, including whether the complaint warrants a formal investigation, referral to a particular department or function, or escalation to the Audit Committee.
In conducting the initial assessment, the Compliance Officer may request additional information from the complainant (where the complainant's identity is known or where communication is possible through the anonymous web portal) and may consult with relevant personnel of the Company on a need-to-know basis, subject to the confidentiality requirements of Section 4.2.
Regardless of the outcome of the initial assessment, all complaints that relate to or may relate to Accounting Matters will be immediately escalated to the Audit Committee Chair (Prof. Dr. Anneliese Voss) in accordance with Section 5.3.
Section 5.3 — Escalation to the Audit Committee
All complaints relating to Accounting Matters — including accounting, internal accounting controls, and auditing matters — must be reported by the Compliance Officer to the Audit Committee within five (5) business days of receipt of the complaint. This obligation is absolute and is not contingent on the outcome of the initial assessment; even where the Compliance Officer's initial assessment suggests that a complaint may lack credibility or urgency, it must be reported to the Audit Committee if it relates to Accounting Matters.
The Audit Committee has direct and sole authority over the investigation and resolution of all complaints relating to Accounting Matters. The Compliance Officer may not independently resolve, dismiss, or close any Accounting Matters complaint without the prior written approval of the Audit Committee or its Chair.
In the event that a complaint involves the Compliance Officer or raises allegations regarding the Compliance Officer's conduct, the complaint shall be reported directly to the Audit Committee Chair, bypassing the Compliance Officer entirely. In such circumstances, the Audit Committee Chair shall designate an alternative person to serve as Compliance Officer for purposes of the particular complaint.
In the event that a complaint involves any member of the Vorstand — including Dr. Friedrich Wendt (Chief Executive Officer), Katarina Dalmqvist (Chief Financial Officer), Dr. Marcus Helder (Chief Technology Officer), or Ingrid Baumann (Chief Operating Officer) — the complaint shall be escalated directly to the Audit Committee Chair. The Audit Committee shall have exclusive authority over the investigation and resolution of any such complaint, and no member of the Vorstand who is the subject of the complaint shall participate in or have access to information concerning the investigation.
In the event that a complaint involves any member of the Aufsichtsrat, the complaint shall be reported to the Company's outside legal counsel. For complaints implicating U.S. securities law issues, such counsel shall be Calderwood & Harkness LLP (responsible partner: Vivienne St. Claire). For complaints implicating German law issues, such counsel shall be Bähr Stein Rechtsanwälte (responsible partner: Dr. Christoph Maurelban). Outside counsel shall advise on appropriate procedures for the investigation and resolution of such complaints, taking into account applicable conflict-of-interest considerations.
ARTICLE VI — INVESTIGATION PROCEDURES
Section 6.1 — Authority to Investigate
The Audit Committee has the authority to direct and oversee investigations of all complaints relating to Accounting Matters. This authority is vested exclusively in the Audit Committee and may not be overridden, limited, or interfered with by any member of the Vorstand, any other member of the Aufsichtsrat, or any officer or employee of the Company.
In furtherance of its investigative authority, the Audit Committee may:
(a) engage outside legal counsel, forensic accountants, auditors, financial advisors, or other consultants and experts as it deems necessary or appropriate, at the Company's expense, without requiring the approval of the Vorstand or any other body or person;
(b) direct the Compliance Officer, the Company's internal audit function, or any other department or function of the Company to undertake specific investigative tasks;
(c) require the production of documents, records, electronic data, and other information from any employee, officer, or director of the Company or any of its subsidiaries;
(d) conduct or cause to be conducted interviews of any employee, officer, director, consultant, contractor, agent, or other person associated with the Company or its subsidiaries; and
(e) take any other action reasonably necessary to conduct a thorough and effective investigation.
For complaints relating to other covered matters (as described in Section 3.2) that do not involve Accounting Matters, the Compliance Officer will direct the investigation, subject to the oversight of the Audit Committee. The Audit Committee retains the right to assume direct control of the investigation of any non-Accounting Matters complaint at any time.
Section 6.2 — Conduct of Investigations
All investigations conducted under this Policy shall be carried out promptly, fairly, and thoroughly. The following principles shall govern the conduct of investigations:
Timeliness. Investigations should be initiated as soon as practicable after the Audit Committee (for Accounting Matters) or the Compliance Officer (for other covered matters) determines that an investigation is warranted. Investigations should be completed within sixty (60) calendar days of the date on which the investigation is formally initiated, unless the Audit Committee (for Accounting Matters) or the Compliance Officer, with the concurrence of the Audit Committee (for other covered matters), determines that additional time is reasonably required due to the complexity of the matter, the need to obtain information from external sources, or other extenuating circumstances. In such cases, the Audit Committee shall be kept informed of the status of the investigation and the reasons for any delay.
Confidentiality. Investigations will be conducted with due regard for the confidentiality of the complainant and any persons named in the complaint. Information obtained during the investigation will be shared only on a need-to-know basis, and all persons participating in or aware of the investigation will be instructed to maintain strict confidentiality.
Fairness. Investigations will be conducted in an objective and impartial manner. Any person who is the subject of an allegation will be afforded a reasonable opportunity to respond to the allegations, consistent with the need to protect the integrity of the investigation and the confidentiality of the complainant.
Thoroughness. Investigators may interview witnesses, review documents and records (including electronic records, emails, and communications), inspect facilities and physical assets, and take any other steps reasonably necessary to ascertain the facts and reach well-supported conclusions.
Cooperation. All employees, officers, and directors of the Company and its subsidiaries are required to cooperate fully and promptly with any investigation conducted under this Policy. This obligation includes providing truthful and complete information in interviews, producing documents and records as requested, and refraining from any action that could obstruct, delay, or interfere with the investigation. Failure to cooperate fully with an investigation may result in disciplinary action, up to and including termination of employment or removal from office, as applicable.
Preservation of Evidence. Upon the initiation of an investigation, the Compliance Officer shall ensure that a document preservation notice is issued to all relevant custodians, directing the preservation of all documents, records, electronic data, and other materials potentially relevant to the complaint. The destruction, alteration, or concealment of evidence in connection with an investigation under this Policy is strictly prohibited and may constitute a violation of applicable law.
Section 6.3 — Investigation Reports
Upon completion of each investigation, a written report (the "Investigation Report") shall be prepared summarizing the following:
(a) the nature and source of the complaint;
(b) the scope and methodology of the investigation;
(c) the relevant facts and evidence obtained during the investigation;
(d) the findings and conclusions of the investigation, including whether the allegations in the complaint were substantiated, unsubstantiated, or inconclusive;
(e) recommended corrective or remedial actions, if any; and
(f) any recommendations for changes to Company policies, procedures, or internal controls.
For investigations of Accounting Matters complaints, the Investigation Report shall be prepared by or at the direction of the Audit Committee (or outside counsel or other advisors engaged by the Audit Committee) and shall be submitted to the Audit Committee for review, deliberation, and final determination. The Audit Committee will review the Investigation Report and determine the appropriate corrective or remedial action, which may include disciplinary action against individuals found to have engaged in wrongdoing, changes to internal controls or procedures, restatement or correction of financial statements, or reporting to external authorities as required or appropriate.
For investigations of other covered matters, the Investigation Report shall be prepared by the Compliance Officer and submitted to the Audit Committee for review. The Audit Committee may accept, modify, or supplement the Compliance Officer's findings and recommendations.
Section 6.4 — Coordination with External Advisors and Auditors
The Audit Committee recognizes that certain investigations may require coordination with the Company's external advisors and independent auditors. The following guidelines shall apply:
Independent Auditors. Where an investigation involves a potential material financial statement misstatement, audit irregularity, or deficiency in internal control over financial reporting, the Audit Committee will consult with the Company's independent auditors. The Company's independent audit is conducted by Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft, Munich, Germany (lead engagement partner: Dieter Kaufmann), as the statutory auditor (Abschlussprüfer), and by Blackmere & Whitfield LLP, New York, New York (lead partner: Graham Templeton), as the PCAOB-registered firm conducting the audit in compliance with PCAOB auditing standards for purposes of the Company's SEC filings. The Audit Committee will determine the timing and scope of such consultations, taking into account the nature of the investigation and the potential impact on the Company's financial reporting.
US Securities Counsel. Where an investigation involves potential violations of U.S. securities laws, SEC reporting obligations, or other matters of U.S. regulatory significance, the Audit Committee may consult with the Company's U.S. securities counsel, Calderwood & Harkness LLP (responsible partner: Vivienne St. Claire), One Liberty Plaza, 42nd Floor, New York, NY 10006.
German Counsel. Where an investigation involves matters of German law, including corporate governance requirements under the Aktiengesetz, the HinSchG, German criminal law, or other aspects of German regulatory compliance, the Audit Committee may consult with the Company's German counsel, Bähr Stein Rechtsanwälte (responsible partner: Dr. Christoph Maurelban), Munich, Germany.
Other Advisors. The Audit Committee may, in its sole discretion, engage forensic accountants, data analytics specialists, compliance consultants, or other experts as it deems necessary or appropriate to assist with any investigation.
All communications between the Audit Committee and outside counsel in connection with investigations under this Policy are intended to be protected by the attorney-client privilege and the work product doctrine, to the maximum extent permitted by applicable law.
ARTICLE VII — PROTECTION AGAINST RETALIATION
Section 7.1 — Prohibition of Retaliation
The Company strictly prohibits retaliation of any kind against any person who, in good faith, submits a Complaint under this Policy, participates in or cooperates with any investigation conducted under this Policy, or engages in any other Protected Activity.
Retaliation includes, but is not limited to: discharge; demotion; suspension; threatening; harassing; intimidating; coercing; or in any other manner discriminating against a person in the terms, conditions, or privileges of employment because of any lawful act done by such person to provide information, cause information to be provided, or otherwise assist in an investigation regarding any conduct which the person reasonably believes constitutes a violation of Section 1341 (mail fraud), 1343 (wire fraud), 1344 (bank fraud), or 1348 (securities fraud) of Title 18 of the United States Code, any rule or regulation of the Securities and Exchange Commission, or any provision of federal law relating to fraud against shareholders, when the information or assistance is provided to or the investigation is conducted by a federal regulatory or law enforcement agency, a member or committee of the U.S. Congress, a person with supervisory authority over the employee, or any other person authorized by the Company to investigate such conduct.
This prohibition is mandated by SOX Section 806 (codified at 18 U.S.C. § 1514A) and extends to all covered employees of the Company and its subsidiaries, including employees of Halcyon Semiconductor USA Inc., Halcyon Power Solutions GmbH, Halcyon Asia Pacific Pte. Ltd., Halcyon Shanghai Semiconductor Co., Ltd., and Halcyon Automotive Components s.r.o. The prohibition also extends to contractors, subcontractors, and agents of the Company, to the extent provided by applicable law.
In addition to the protections afforded by U.S. federal law, the Company acknowledges that the German Hinweisgeberschutzgesetz (HinSchG) provides comparable protections against retaliation for whistleblowers, including a reversal of the burden of proof in retaliation claims. The Company will comply with the most protective applicable standard in each jurisdiction in which it operates.
Section 7.2 — Consequences of Retaliation
Any person who is found to have engaged in retaliation against a complainant or investigation participant in violation of this Policy will be subject to disciplinary action, up to and including termination of employment or removal from office. Disciplinary action may be imposed regardless of whether the underlying complaint is ultimately substantiated.
Retaliatory conduct may also expose the Company and individual perpetrators to significant civil and criminal liability under applicable law, including but not limited to:
(a) under SOX Section 806, a prevailing employee may be entitled to reinstatement, back pay with interest, compensatory damages, and reasonable attorneys' fees and costs;
(b) under 18 U.S.C. § 1513(e), any person who knowingly, with the intent to retaliate, takes any action harmful to any person, including interference with the lawful employment of any person, for providing to a law enforcement officer any truthful information relating to the commission of a federal offense, may be subject to criminal penalties including fines and imprisonment of up to ten (10) years; and
(c) under the German HinSchG, employers who retaliate against whistleblowers may be subject to administrative fines and civil damages.
The Company will pursue all appropriate remedies against any person who engages in retaliation, and will cooperate with governmental authorities in any investigation or prosecution of retaliatory conduct.
Section 7.3 — Reporting of Retaliation
Any person who believes that he or she has been subjected to retaliation in violation of this Policy should immediately report such retaliation through any of the reporting channels set forth in Article IV. Reports of retaliation will be treated as complaints under this Policy and will be escalated to the Audit Committee for investigation in accordance with Article V and Article VI.
The Company takes all allegations of retaliation seriously and will investigate such allegations promptly and thoroughly. Pending the outcome of the investigation, the Company will take such interim protective measures as are reasonably necessary to protect the person who has reported the retaliation from further adverse action.
Section 7.4 — Good Faith Requirement
While the Company encourages and expects the good-faith reporting of all concerns covered by this Policy, this Policy does not protect persons who knowingly file false or malicious complaints. A complaint is made in "good faith" if the complainant has a reasonable basis for believing that the information reported is true, even if the complaint is subsequently found to be unsubstantiated or if the investigation does not confirm the allegations.
A complaint made in good faith will be protected under this Policy even if the facts alleged in the complaint are not ultimately substantiated by the investigation. The failure of an investigation to substantiate a good-faith complaint shall not, in and of itself, be the basis for any adverse action against the complainant. However, the Company reserves the right to take appropriate disciplinary action against any person who is found to have knowingly submitted a complaint that is false, fabricated, or made with malicious intent, including complaints made for the purpose of harassing or injuring another person.
Section 7.5 — US Regulatory Remedies
Nothing in this Policy is intended to, nor shall it, limit or impede any person's right to communicate directly with, cooperate with, or provide information to any federal, state, or local governmental authority or agency, including the U.S. Securities and Exchange Commission, the U.S. Department of Justice, the U.S. Department of Labor's Occupational Safety and Health Administration ("OSHA"), or any self-regulatory organization, including in connection with:
(a) the SEC's whistleblower program established under Dodd-Frank Wall Street Reform and Consumer Protection Act Section 922 (Exchange Act Section 21F), which provides for monetary awards to eligible whistleblowers who voluntarily provide the SEC with original information that leads to successful enforcement actions resulting in monetary sanctions exceeding $1,000,000;
(b) complaints filed with OSHA under SOX Section 806, which provides that an employee who believes he or she has been retaliated against may file a complaint with the Secretary of Labor (through OSHA) within 180 days of the retaliatory act; and
(c) any other governmental whistleblower, investor protection, or anti-fraud program.
The Company may not impede or discourage employees or any other persons from reporting potential violations directly to the SEC or any other governmental authority or self-regulatory organization. The Company may not require any employee to notify the Company or obtain the Company's approval before making any such report. No provision of any employment agreement, separation agreement, non-disclosure agreement, or other agreement between the Company and any employee or other person shall be construed or applied to prevent or limit such person's right to communicate with, cooperate with, or provide information to a governmental authority, nor to require the return of any whistleblower award to the Company.
ARTICLE VIII — RETENTION OF RECORDS
Section 8.1 — Complaint Records
The Compliance Officer will maintain a complete, confidential file for each complaint received under this Policy. Each complaint file shall include, at a minimum, the following:
(a) the original complaint (or, in the case of an oral or anonymous complaint, a written notation or summary of the complaint);
(b) all correspondence with the complainant (where the complainant's identity is known or communication is possible through anonymous channels);
(c) the record of the initial assessment conducted under Section 5.2;
(d) all investigation notes, interview summaries, and documents obtained during the investigation;
(e) the Investigation Report prepared under Section 6.3;
(f) the Audit Committee's determination and any minutes or resolutions related thereto;