INTERNAL MEMORANDUM — CONFIDENTIAL / ATTORNEY-CLIENT PRIVILEGED
TO: Office of the General Counsel, Calderwood & Harkness LLP
FROM: Vivienne St. Claire, Partner, Capital Markets Practice Group
DATE: January 12, 2026
RE: New Matter Opening — Halcyon Semiconductor Aktiengesellschaft — Prospective US IPO via Level III ADR Program
MATTER NUMBER: 1032-00003
PRIORITY: Expedited Processing Requested
This memorandum and all accompanying attachments are confidential, subject to the attorney-client privilege and the work product doctrine, and are intended solely for internal use by the Office of the General Counsel of Calderwood & Harkness LLP in connection with the opening and administration of the above-referenced matter. This memorandum should not be disclosed to any person outside the firm without the prior written authorization of the responsible partner.
1. PURPOSE OF MEMORANDUM
This memorandum is submitted to formally open a new client matter in connection with the engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") as United States securities counsel to Halcyon Semiconductor Aktiengesellschaft ("Halcyon" or "HSAG"), a German Aktiengesellschaft organized under the laws of the Federal Republic of Germany, in connection with a prospective initial public offering in the United States through the establishment of a Level III American Depositary Receipt ("ADR") program (the "Offering" or the "Transaction"). The proposed Transaction involves the registration of American Depositary Shares ("ADSs"), each representing two ordinary shares (Stammaktien) of Halcyon, with the U.S. Securities and Exchange Commission (the "SEC") and the listing of such ADSs on the Nasdaq Global Select Market.
The engagement letter between C&H and Halcyon has been executed as of January 12, 2026, and the Firm has received a retainer deposit of $250,000. Accordingly, this memorandum requests the formal assignment of matter number 1032-00003 and the activation of this matter in the Firm's matter management, billing, and time-keeping systems so that work may proceed promptly.
This memorandum is accompanied by the following documents, which are filed as attachments hereto:
(a) the fully executed engagement letter dated January 12, 2026 (Attachment A);
(b) the Conflicts Check Memorandum, reflecting conflicts clearance obtained as of January 10, 2026 (Attachment B);
(c) the KYC/AML Documentation Package, including the Commercial Register extract, organizational chart, and beneficial ownership disclosures (Attachment C); and
(d) the Engagement Letter Supplement addressing the scope of the tax advisory engagement of Leonard Cross, which is expected to be executed by January 15, 2026, and will be submitted to the General Counsel's office upon execution (Attachment D).
Given the Transaction's anticipated timeline and the target date for the organizational all-hands meeting on January 22, 2026, expedited processing of this matter opening request is respectfully requested. The engagement team anticipates commencing substantive due diligence on January 27, 2026, and timely activation of the matter in the Firm's systems is essential to proper recording of time and expenses from the outset of the engagement.
2. CLIENT IDENTIFICATION
2.1 Client Entity
The following sets forth the identifying information for the client entity:
Full Legal Name: Halcyon Semiconductor Aktiengesellschaft
Short Name / Defined Term: Halcyon; HSAG
Entity Type: Aktiengesellschaft (German public stock corporation organized under the Aktiengesetz (German Stock Corporation Act))
Jurisdiction of Incorporation: Federal Republic of Germany; the company is registered in Munich, Bavaria
Commercial Register (Handelsregister): HRB 217458, Amtsgericht München (Munich Local Court)
Legal Entity Identifier (LEI): 5299007KBTVZ3XQHGL48
Registered and Principal Office (Headquarters): Maximilianstraße 72, 80539 Munich, Germany
Industry: Semiconductors — Halcyon designs and manufactures advanced power semiconductor devices, with a particular focus on silicon carbide (SiC) and gallium nitride (GaN) chips for automotive, industrial, and renewable energy applications. The company is a leading European supplier of wide-bandgap semiconductor solutions and serves a diversified global customer base, including major automotive original equipment manufacturers ("OEMs"), industrial automation companies, and renewable energy infrastructure providers.
Year Founded: 1997
Employees: Approximately 8,400 worldwide, with manufacturing, engineering, and sales operations across Germany, the United States, the Czech Republic, Singapore, and the People's Republic of China
Existing Public Listing: Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), ticker symbol FRA: HCY, Prime Standard segment. The Prime Standard segment imposes enhanced transparency and reporting requirements under the rules of the Frankfurt Stock Exchange, including quarterly reporting, ad hoc disclosure obligations under the EU Market Abuse Regulation, and adherence to the German Corporate Governance Code (Deutscher Corporate Governance Kodex).
Market Capitalization (as of January 10, 2026): Approximately €8.6 billion (based on a closing share price of approximately €40.00 per ordinary share on the Frankfurt Stock Exchange)
Outstanding Shares: 215,000,000 ordinary shares (Stammaktien), no par value (nennwertlose Stückaktien). All shares are of one class and carry equal voting and economic rights.
2.2 Principal Client Contacts
The following individuals will serve as the primary client contacts for this engagement:
Primary Contact — General Counsel:
Wilhelm Ostermann, General Counsel (Chefjustitiar) of Halcyon Semiconductor AG. Mr. Ostermann is a German-qualified attorney (Rechtsanwalt) admitted to the Munich Bar and has served as Halcyon's General Counsel since 2012. He previously served as Senior Legal Counsel at a major European industrial conglomerate and holds degrees from the University of Heidelberg (Erstes Staatsexamen) and the University of Munich (Zweites Staatsexamen). Mr. Ostermann will serve as the primary day-to-day point of contact for legal matters related to the Offering, including coordination between C&H, German counsel, and the underwriters' counsel. Contact information: telephone +49 89 4520 7700; email w.ostermann@halcyon-semi.de.
Chief Executive Officer:
Dr. Friedrich Wendt (Vorstandsvorsitzender), age 58. Dr. Wendt joined Halcyon in 2004 as Chief Technology Officer and was appointed to the Management Board (Vorstand) as CEO in 2014. He holds a Ph.D. in electrical engineering from Technische Universität Dresden (TU Dresden) and an undergraduate degree in physics from Ludwig-Maximilians-Universität München. Dr. Wendt is widely regarded as a leading figure in European power semiconductor technology and has been instrumental in positioning Halcyon as a market leader in SiC and GaN solutions. Dr. Wendt will be involved in senior-level discussions regarding offering strategy, will participate in prospectus drafting review sessions, and is expected to be a principal presenter on the roadshow. It should be noted that Dr. Wendt is the brother of Margarethe Wendt, the Managing Director of Rheintal Industrieholding GmbH, the largest shareholder of Halcyon (see Section 3.2 below).
Chief Financial Officer:
Katarina Dalmqvist (Finanzvorstand), age 49. Ms. Dalmqvist joined Halcyon's Management Board (Vorstand) in 2019, having previously served as Group CFO of Regenhardt Industries, a publicly listed German industrial components manufacturer. She holds an MBA from INSEAD (Fontainebleau) and an undergraduate degree in economics from the Stockholm School of Economics. Ms. Dalmqvist will be closely involved in all financial aspects of the Offering, including the drafting and review of the financial sections of the prospectus (Management's Discussion and Analysis of Financial Condition and Results of Operations), the comfort letter process, and investor communications. Contact information: telephone +49 89 4520 7800; email k.lindqvist@halcyon-semi.de.
2.3 Prior Relationship with C&H
Halcyon Semiconductor Aktiengesellschaft is a new client to the Firm. Calderwood & Harkness has no prior attorney-client relationship with HSAG or any of its subsidiaries, affiliates, predecessors, or any member of its Management Board (Vorstand) or Supervisory Board (Aufsichtsrat). The Firm has not previously represented any entity within the Halcyon corporate group in any capacity, including any transactional, advisory, litigation, regulatory, or other legal matter. The standard new client intake procedures, including Know Your Customer / Anti-Money Laundering verification, have been completed as described in Section 7 below.
3. MATTER DESCRIPTION
3.1 Nature of the Engagement
Calderwood & Harkness has been engaged as United States securities counsel to Halcyon in connection with a prospective initial public offering of American Depositary Shares in the United States through the establishment of a Level III American Depositary Receipt program. This engagement is comprehensive in scope and encompasses the full range of U.S. securities law advisory and transactional work required to effect the Offering, including without limitation:
(a) SEC Registration. Preparation, drafting, review, and filing with the SEC of a Registration Statement on Form F-1 under the Securities Act of 1933, as amended (the "Securities Act"), for the registration of the ADSs and the underlying ordinary shares to be offered in the Offering, including the prospectus contained therein. In addition, preparation and filing of a Registration Statement on Form F-6 under the Securities Act for the registration of the ADR depositary facility itself.
(b) ADR Facility Structuring. Structuring of the Level III ADR program, including determining the appropriate ADS-to-ordinary-share ratio, advising on the selection of the depositary bank, and negotiating and drafting the Deposit Agreement among Halcyon, the depositary bank (Meridian Trust Company, N.A.), and the holders and beneficial owners of ADSs from time to time.
(c) Underwriting Agreement. Negotiation and drafting of the Underwriting Agreement among Halcyon, the selling shareholders, and the underwriting syndicate, including the Representative (Westbridge Securities LLC), containing customary terms, conditions, representations, warranties, and indemnification provisions for an offering of this nature.
(d) Due Diligence. Coordination and supervision of the U.S. legal due diligence process, including review of corporate records, material contracts, intellectual property matters, litigation and regulatory history, and such other matters as are customary for a cross-border IPO of this size and complexity.
(e) SEC Comment Response. Management of the SEC review process, including preparation of responses to SEC staff comments, negotiation with the Division of Corporation Finance, and preparation of amendments to the Registration Statement as necessary.
(f) Exchange Listing. Preparation and filing of the Nasdaq Global Select Market listing application and coordination with the Nasdaq Listing Qualifications Department to obtain listing approval.
(g) Lock-Up Agreements. Drafting and negotiation of 180-day lock-up agreements for officers, directors, and significant shareholders.
(h) Ancillary U.S. Legal Matters. All ancillary U.S. legal matters related to the Offering, including blue sky and state securities law matters, Regulation S compliance for the concurrent international offering component, FINRA review of the underwriting arrangements, preparation of legal opinions (negative assurance letter, 10b-5 opinion, and Section 11 comfort), and ongoing advice through the completion of the Offering and the expiration of the lock-up period.
The target gross proceeds for the Offering are approximately $900,000,000 based on the midpoint of the proposed ADS price range. The ADSs will be listed on the Nasdaq Global Select Market under the proposed ticker symbol "HCYN." Halcyon will maintain its existing listing on the Frankfurt Stock Exchange (FRA: HCY) in parallel with the Nasdaq listing, and the company is expected to be dual-listed on both exchanges upon completion of the Offering.
Halcyon intends to qualify as a Foreign Private Issuer ("FPI") under Rule 3b-4 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which would entitle the company to take advantage of the accommodations available to FPIs in their SEC reporting obligations, including the ability to file annual reports on Form 20-F and current reports on Form 6-K (rather than Form 10-K and Form 8-K, respectively), exemption from the proxy solicitation rules under Section 14 of the Exchange Act, and exemption from the short-swing profit recovery provisions of Section 16 of the Exchange Act.
3.2 Transaction Structure Summary
The Offering is structured as a combination of a primary offering of newly issued shares and a secondary offering of existing shares by two selling shareholders, as follows:
ADR Ratio: 1 ADS = 2 ordinary shares (Stammaktien). Each ADS listed and traded on the Nasdaq Global Select Market will represent two underlying ordinary shares of Halcyon held on deposit by the depositary bank.
Primary Offering Component:
Halcyon will issue 30,000,000 new ordinary shares (corresponding to 15,000,000 ADSs) in connection with the Offering. At the midpoint of the proposed price range ($42.00 per ADS), the primary component would generate approximately $630,000,000 in gross proceeds to the company. The proceeds from the primary offering, net of underwriting discounts, commissions, and offering expenses, are expected to be used for general corporate purposes, including capital expenditures related to the expansion of Halcyon's SiC fabrication capacity (Fab 3 in Dresden), potential strategic acquisitions, and working capital.
Secondary Offering Component:
In addition to the primary offering, two selling shareholders will offer an aggregate of 12,800,000 existing ordinary shares (corresponding to 6,400,000 ADSs) in the Offering. Halcyon will not receive any proceeds from the sale of shares by the selling shareholders. The selling shareholders are:
(a) Rheintal Industrieholding GmbH — the largest shareholder of Halcyon, currently holding approximately 22.3% of the outstanding ordinary shares. Rheintal is the Wendt family holding company, and its Managing Director is Margarethe Wendt (sister of Dr. Friedrich Wendt, CEO of Halcyon). Rheintal will sell 8,500,000 ordinary shares (corresponding to 4,250,000 ADSs) in the Offering. Following the Offering (assuming no exercise of the overallotment option and including the dilutive effect of the primary offering), Rheintal's ownership percentage will be reduced to approximately 16.2%.
(b) Kestrel Capital Partners AG — the second-largest shareholder of Halcyon, currently holding approximately 9.7% of the outstanding ordinary shares. Kestrel is a Glenrock Assurance-based European technology-focused investment fund managed by Henrik Sørensen (Managing Partner). Kestrel will sell 4,300,000 ordinary shares (corresponding to 2,150,000 ADSs) in the Offering. Following the Offering (assuming no exercise of the overallotment option and including the dilutive effect of the primary offering), Kestrel's ownership percentage will be reduced to approximately 6.7%.
Total Base Deal: 21,400,000 ADSs (representing 42,800,000 ordinary shares), comprised of 15,000,000 ADSs from the primary offering and 6,400,000 ADSs from the secondary offering.
Proposed ADS Price Range: $39.00 – $45.00 per ADS (midpoint: $42.00 per ADS). The final offering price will be determined through the book-building process in consultation with the lead bookrunner and the underwriting syndicate.
Overallotment Option (Greenshoe): The company will grant the underwriters an option, exercisable for 30 days following the date of the final prospectus, to purchase up to 3,210,000 additional ADSs (representing 15% of the base deal) at the initial public offering price, less the underwriting discount. This option is intended to cover over-allotments in connection with the Offering and to facilitate price stabilization.
Maximum Total Offering Size (Fully Exercised Greenshoe): If the overallotment option is fully exercised and the ADSs are priced at the midpoint of the proposed price range ($42.00), the maximum total offering size would be approximately $1,033,620,000. At the top of the range ($45.00), the maximum total offering size would be approximately $1,107,450,000.
Gross Spread: 3.50% of gross proceeds. On the base deal (assuming midpoint pricing), the aggregate gross spread payable to the underwriting syndicate would be approximately $31,500,000. The allocation of the gross spread among the underwriters is set forth in Section 8.1 below.
Post-Offering Shares Outstanding: Following the issuance of the 30,000,000 new ordinary shares in the primary offering, Halcyon will have 245,000,000 ordinary shares outstanding (215,000,000 existing shares plus 30,000,000 newly issued shares). Based on the midpoint ADS price of $42.00 (implying an ordinary share price of approximately €19.49 at the assumed exchange rate of €1 = $1.078), the post-offering market capitalization would be approximately €4.77 billion on the basis of the ordinary share price implied by the ADS offering price. The discrepancy between the pre-offering Frankfurt Stock Exchange market capitalization (approximately €8.6 billion based on a trading price of approximately €40.00 per ordinary share) and the implied per-share price from the ADS offering will need to be addressed in the prospectus disclosure and is expected to narrow as the offering process progresses and the Frankfurt trading price adjusts.
3.3 Key Dates (Projected Timeline)
The following is the projected timeline for the Offering, subject to change based on SEC review timing, market conditions, and client and underwriter preferences:
The timeline above reflects a standard six-month IPO process for a cross-border FPI offering of this complexity. The timeline assumes a single round of SEC comments and one amendment filing; however, the engagement team should be prepared for the possibility of additional comment rounds, which could extend the timeline by four to six weeks. As a Foreign Private Issuer, Halcyon is entitled to submit the initial Registration Statement on a confidential basis pursuant to the SEC's accommodations for emerging growth companies and FPIs, and the working assumption is that Halcyon will avail itself of this confidential submission process. The Registration Statement must be publicly filed at least 15 days before any roadshow commences.
3.4 Registration Statement Form
The Offering will require the preparation and filing of the following SEC registration statements:
(a) Form F-1 under the Securities Act of 1933 — This is the primary registration statement for the offering of the ADSs and the underlying ordinary shares. Form F-1 is the general registration form available to foreign private issuers that are not eligible to use the abbreviated Form F-3 (which requires, among other things, a 12-month reporting history under the Exchange Act). The Form F-1 will contain the prospectus to be delivered to investors and will include the full range of disclosure items required by the form, including a description of the business, risk factors, use of proceeds, capitalization, dilution, selected financial data, Management's Discussion and Analysis, a description of the ADS program, and audited financial statements prepared in accordance with IFRS as issued by the International Accounting Standards Board.
(b) Form F-6 under the Securities Act of 1933 — This registration statement is required to register the ADR depositary facility. The Form F-6 will be filed by the depositary bank (Meridian Trust Company, N.A.) and will register the ADSs issuable upon deposit of the underlying ordinary shares. The Form F-6 is a relatively streamlined filing, but coordination between C&H, Halcyon, and the depositary bank will be required to ensure consistency with the Deposit Agreement and the Form F-1.
(c) Post-Listing Ongoing Reporting — Following the effectiveness of the Registration Statement and the completion of the Offering, Halcyon will be subject to the ongoing reporting obligations applicable to foreign private issuers under the Exchange Act, including the filing of annual reports on Form 20-F (due within four months after the end of each fiscal year, i.e., by April 30 of the following year) and current reports on Form 6-K (furnished on an ad hoc basis to report material developments). These ongoing reporting obligations are not within the primary scope of the current engagement but may be the subject of a separate engagement in due course.
4. ENGAGEMENT TEAM
4.1 Staffing. The following attorneys have been designated to staff this engagement:
The billing rates set forth above are consistent with the rate schedule provided to the client in the executed engagement letter and reflect the Firm's standard 2026 rate schedule for the Capital Markets and Tax Practice Groups.
4.2 Supervision and Responsibility
The roles and responsibilities of the engagement team members are as follows:
Vivienne St. Claire — Responsible Partner. Ms. St. Claire will serve as the responsible partner with overall supervisory responsibility for the engagement. She will be the senior partner accountable for the quality and timeliness of all work product, the management of the client relationship, and the strategic direction of the engagement. Ms. St. Claire will participate in all significant client calls, drafting sessions, and SEC negotiations, and will be the signatory on the Firm's legal opinions delivered in connection with the Offering. Ms. St. Claire has over 22 years of experience in cross-border capital markets transactions, with particular expertise in FPI IPOs and ADR programs.
Robert Adeyemi — Billing Partner. Mr. Adeyemi will serve as billing partner and will manage the financial administration of the matter, including oversight of monthly billing, monitoring of actual hours against the fee estimate, and communication with the client regarding billing matters. Mr. Adeyemi will also serve as a substantive working partner on the engagement, with primary responsibility for the negotiation of the Underwriting Agreement and coordination with underwriters' counsel. Mr. Adeyemi has extensive experience in equity offerings and underwriting arrangements.
Claire Dempsey — Lead Associate. Ms. Dempsey will serve as lead associate and will be responsible for the day-to-day management of the engagement, including coordination of the due diligence process, drafting of the Form F-1 Registration Statement (including the business description, risk factors, and other non-financial sections of the prospectus), preparation of SEC comment response letters, and management of the closing process. Ms. Dempsey will serve as the primary point of contact for day-to-day coordination with the client's General Counsel, German counsel, underwriters' counsel, and the depositary bank.
Audrey Zhou — Working Associate. Ms. Zhou will serve as working associate, with primary responsibility for the workstreams relating to the Deposit Agreement, the Form F-6 registration statement, and the Nasdaq Global Select Market listing application. Ms. Zhou will also assist with the preparation of the description of the ADSs for the prospectus, lock-up agreement drafting, and blue sky survey coordination. Ms. Zhou is a third-year associate who joined the Firm's Capital Markets Practice Group in 2023 and has participated in several FPI offerings.
Leonard Cross — Specialist Tax Partner. Mr. Cross will serve as specialist tax partner for the engagement, with responsibility for all tax-related aspects of the Offering. Specifically, Mr. Cross will be responsible for the following workstreams: (i) preparation of a detailed analysis of Halcyon's status under the Passive Foreign Investment Company ("PFIC") rules set forth in Sections 1291 through 1298 of the Internal Revenue Code of 1986, as amended (the "Code"), covering fiscal years 2023, 2024, and 2025; (ii) preparation of the U.S. federal income tax opinion and the "Material U.S. Federal Income Tax Consequences" section of the prospectus; (iii) analysis of the applicability and implications of the U.S.-Germany income tax treaty (Convention between the United States of America and the Federal Republic of Germany for the Avoidance of Double Taxation), particularly Article 10 (Dividends) and Article 13 (Capital Gains); and (iv) advice on Qualified Intermediary matters relating to the depositary bank's obligations under the withholding tax framework for dividend distributions on the ADSs. The scope of Mr. Cross's engagement is to be further specified in the Engagement Letter Supplement (Attachment D), which is expected to be executed by January 15, 2026.
4.3 Additional Staffing Needs
The engagement team currently comprises two partners, one specialist partner, and two associates. As the matter progresses into the intensive drafting phase (anticipated to commence in late February 2026) and through the SEC comment response period, it is anticipated that additional associate and paralegal resources may be required. Specifically, the engagement team expects to request the assignment of at least one additional junior associate to support the due diligence document review process and the preparation of closing deliverables, as well as a senior paralegal to manage the document production, EDGAR filing logistics, and closing binder assembly.
Any supplemental staffing requests will be made through the billing partner, Robert Adeyemi, in consultation with the responsible partner. Billing rates for any additional team members will be consistent with the Firm's standard rate schedule and the rate tiers communicated to the client in the engagement letter.
5. FEE ARRANGEMENT
The fee arrangement for this engagement is summarized as follows:
Basis of Fees: Hourly rates, as set forth in the executed engagement letter and the staffing memorandum. All professional time expended by members of the engagement team will be billed at the individual billing rates specified in Section 4.1 above. Disbursements and out-of-pocket expenses (including, without limitation, filing fees, travel expenses, printing and mailing costs, database charges, and courier services) will be billed at cost with no markup, consistent with the Firm's standard billing policies.
Estimated Total Legal Fees: $3,200,000 – $3,800,000, based on the Firm's experience with comparable cross-border FPI IPOs and Level III ADR programs, and subject to final billing based on actual hours incurred. This estimate reflects the full scope of services described in Section 3.1 above, including SEC registration, due diligence, drafting of all transaction documents (Registration Statement, Underwriting Agreement, Deposit Agreement, lock-up agreements, and ancillary documents), SEC comment response, Nasdaq listing application, preparation of legal opinions and closing deliverables, and ongoing advice through the expiration of the lock-up period. The fee estimate assumes a standard SEC review process with one round of comments and one amendment. Additional comment rounds, material changes in transaction structure, or other unforeseen circumstances could cause actual fees to exceed the upper end of the estimated range; the client will be notified promptly if circumstances suggest that fees are likely to exceed the estimate.
Retainer: A retainer of $250,000 has been received upon execution of the engagement letter on January 12, 2026. The retainer will be applied against the final billing statement issued in connection with the matter. In the event the engagement is terminated prior to the completion of the Offering, the retainer will be applied against any outstanding fees and expenses, with any excess refunded to the client.
Billing Partner: Robert Adeyemi
Billing Frequency: Monthly invoicing. Invoices will be generated on or about the 10th business day following the end of each calendar month and will be transmitted to the client's General Counsel and CFO electronically. Payment terms are net 30 days from the date of invoice, as set forth in the engagement letter.
It should be noted that the fee estimate set forth above covers only C&H's fees as U.S. securities counsel to the issuer. The client will separately bear the fees of its German counsel (Bähr Stein Rechtsanwälte PartGmbB), its financial advisor (Ashton & Burke Advisory GmbH), the depositary bank, the transfer agent, the auditors, the investor relations firm, and other advisors. Under the customary fee allocation in an IPO of this nature, Halcyon will also reimburse the underwriters for the fees and expenses of their U.S. counsel (Varen & Kessler LLP) and German counsel (Prumvane Thornton LLP) up to an agreed cap, the terms of which will be negotiated in the Underwriting Agreement.
6. CONFLICTS CLEARANCE
A comprehensive conflicts check was conducted on January 10, 2026, in accordance with the Firm's conflicts clearance policies and procedures and the applicable provisions of the New York Rules of Professional Conduct. A separate Conflicts Check Memorandum has been prepared and is on file with the Office of the General Counsel (Attachment B). The following summarizes the scope and results of the conflicts check.
The conflicts check was run against the following parties to the Transaction and their respective affiliates, principals, and key individuals:
Client and its Affiliates:
• Halcyon Semiconductor Aktiengesellschaft (the issuer)
• Halcyon Semiconductor USA Inc. (Delaware subsidiary)
• Halcyon Power Solutions GmbH (German fabrication subsidiary)
• Halcyon Asia Pacific Pte. Ltd. (Singapore subsidiary)
• Halcyon Shanghai Semiconductor Co., Ltd. (PRC subsidiary)
• Halcyon Automotive Components s.r.o. (Czech Republic subsidiary)
Major Shareholders / Selling Shareholders:
• Rheintal Industrieholding GmbH (Margarethe Wendt, Managing Director)
• Kestrel Capital Partners AG (Henrik Sørensen, Managing Partner)
Underwriting Syndicate:
• Westbridge Securities LLC (lead left bookrunner; Jonathan Hartwell, Managing Director)
• Pinnacle Morgan & Co., Inc. (joint bookrunner; Sarah Okonkwo, Director)
• Andover Barcliffe Group Inc. (joint bookrunner; David Reinhardt, Managing Director)
• Northpointe Capital LLC (co-manager; Lisa Cheng, Vice President)
Depositary Bank and Transfer Agent:
• Meridian Trust Company, N.A. (depositary bank)
• Crestfield Transfer Services Inc. (transfer agent / ADS registrar)
Other Counsel Involved in the Transaction:
• Varen & Kessler LLP (US counsel to underwriters; Martin Ashford, Partner; Priya Ranganathan, Senior Associate)
• Bähr Stein Rechtsanwälte PartGmbB (German counsel to Halcyon; Dr. Christoph Maurelban, Partner; Johanna Weiß, Senior Associate)
• Prumvane Thornton LLP (German counsel to underwriters; Dr. Stefan Braun, Partner)
Auditors:
• Blackmere & Whitfield LLP / Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft
Financial Advisor:
• Ashton & Burke Advisory GmbH (Lukas Frey, Managing Partner)
Other Service Providers:
• Bridgeport Investor Relations LLC (Thomas Harding, SVP)
• Clearwater D&O Insurance Brokers Ltd. (Emma Callister, VP, Financial Lines)
Key Individuals (Officers and Directors of the Client):
• Dr. Friedrich Wendt, Chief Executive Officer (Vorstandsvorsitzender)
• Katarina Dalmqvist, Chief Financial Officer (Finanzvorstand)
• Dr. Marcus Helder, Chief Technology Officer
• Ingrid Baumann, Chief Operating Officer
• Wilhelm Ostermann, General Counsel (Chefjustitiar)
• Prof. Dr. Anneliese Voss, Supervisory Board Chair (Aufsichtsratsvorsitzende)
Result: Conflicts clearance has been obtained. No disqualifying conflicts of interest have been identified with respect to any of the parties listed above. The detailed analysis supporting this determination is set forth in the Conflicts Check Memorandum (Attachment B), which should be consulted for a full discussion of the conflicts analysis. The conflicts check identified no current or former client relationships, no adverse representations, and no other circumstances that would create an actual or potential conflict of interest requiring consent, waiver, or declining of the engagement under the applicable rules of professional conduct.
7. ANTI-MONEY LAUNDERING / KNOW YOUR CUSTOMER (AML/KYC) CLEARANCE
7.1 KYC Documentation Collected
In accordance with the Firm's AML/KYC policies and procedures, the following documentation has been collected and reviewed in connection with the onboarding of Halcyon Semiconductor Aktiengesellschaft as a new client:
(a) Corporate Organizational Documents. Copies of Halcyon's Satzung (Articles of Association), as currently in effect, together with a certified extract from the Commercial Register (Handelsregistereintragung) of the Amtsgericht München, entry HRB 217458, dated December 20, 2025. These documents confirm the legal existence and good standing of the entity, the composition of its Management Board and Supervisory Board, and its registered office.
(b) Beneficial Ownership Identification. The beneficial ownership structure of Halcyon has been identified and documented as follows:
• Rheintal Industrieholding GmbH: 22.3% of outstanding ordinary shares. Rheintal is the Wendt family holding company; its Managing Director is Margarethe Wendt (German national, DOB: March 14, 1970). The ultimate beneficial owners of Rheintal are Margarethe Wendt and her brother, Dr. Friedrich Wendt (CEO of Halcyon), who together hold 100% of the equity interests in Rheintal.
• Kestrel Capital Partners AG: 9.7% of outstanding ordinary shares. Kestrel is a Glenrock Assurance-based investment fund organized as a Swiss Aktiengesellschaft. Its Managing Partner is Henrik Sørensen (Danish national, DOB: July 22, 1968). Kestrel manages investments on behalf of institutional limited partners and does not have individual beneficial owners holding 25% or more of its equity.
• Halcyon Employee Stock Ownership Trust: 3.1% of outstanding ordinary shares. This is an employee benefit trust established for the benefit of Halcyon employees under German law.
• Free Float: Approximately 64.9% of outstanding ordinary shares are held by public investors through trading on the Frankfurt Stock Exchange.
(c) Key Principal Identification. Identification documents (passport copies) and background information have been obtained for the following key principals: Dr. Friedrich Wendt (CEO), Katarina Dalmqvist (CFO), and Margarethe Wendt (Managing Director of Rheintal Industrieholding GmbH, a selling shareholder).
(d) Public Listing Transparency. It is noted that Halcyon is a publicly listed company on the Frankfurt Stock Exchange in the Prime Standard segment, which imposes enhanced transparency obligations, including quarterly financial reporting, compliance with the EU Market Abuse Regulation, and adherence to the German Corporate Governance Code. This public listing status provides an additional layer of regulatory oversight and public disclosure that enhances the reliability of the KYC information obtained.
7.2 Sanctions Screening
Comprehensive sanctions screening has been completed for all identified beneficial owners, key executives, board members, and the entity itself, as follows:
(a) OFAC Screening. The entity and all identified individuals were screened against the U.S. Department of the Treasury, Office of Foreign Assets Control ("OFAC") Specially Designated Nationals and blocked Persons List ("SDN List") and the OFAC Consolidated Screening List, which includes the Sectoral Sanctions Identifications List, the Foreign Sanctions Evaders List, the Non-SDN Iranian Sanctions Act List, the Non-SDN Palestinian Legislative Council List, and the Non-SDN Menu-Based Sanctions List. No matches or potential matches were identified.
(b) EU Sanctions Screening. The entity and all identified individuals were screened against the European Union Consolidated Financial Sanctions List maintained by the European Commission's Financial intelligence Unit. No matches or potential matches were identified.
(c) Additional Screening. The entity was also screened against the United Nations Security Council Consolidated List and the UK Office of Financial Sanctions Implementation ("OFSI") Consolidated List. No matches or potential matches were identified.
7.3 AML Risk Assessment
Based on the information collected and the screening results, Halcyon Semiconductor Aktiengesellschaft has been assessed as a standard-risk client under the Firm's AML risk assessment framework. The key factors supporting this assessment are as follows:
(a) Halcyon is a publicly listed German Aktiengesellschaft, subject to the regulatory oversight of the Frankfurt Stock Exchange, the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, or "BaFin"), and the European Securities and Markets Authority ("ESMA").
(b) Halcyon is listed on the Prime Standard segment of the Frankfurt Stock Exchange, which imposes the highest level of transparency and disclosure requirements available on that exchange.
(c) The company has a transparent and well-documented ownership structure, with the two largest shareholders being a German family holding company (Rheintal) and a Swiss institutional investment fund (Kestrel), both of which have been identified and screened.
(d) Halcyon has an established operating history, having been founded in 1997, with approximately 8,400 employees and legitimate industrial operations in the semiconductor industry.
(e) The company's operations are concentrated in well-regulated jurisdictions (Germany, the United States, Singapore, and the Czech Republic).
It is noted that Halcyon maintains a wholly foreign-owned enterprise ("WFOE") in the People's Republic of China — Halcyon Shanghai Semiconductor Co., Ltd., located at No. 500 Zhangheng Road, Pudong New Area, Shanghai 201203. This subsidiary operates as a sales and engineering center and does not involve manufacturing or fabrication activities. The existence of the PRC subsidiary has been flagged for enhanced awareness under the Firm's China-related compliance protocols; however, this factor does not, standing alone, elevate the overall AML risk assessment above standard risk given the subsidiary's limited operational role, its status as a 100% owned WFOE (as opposed to a variable interest entity or joint venture structure), and the absence of any sanctions or other compliance concerns associated with the entity or its operations.
KYC clearance has been granted.
7.4 Source of Funds
The Transaction involves two sources of proceeds:
(a) Primary Offering Proceeds. The primary component of the Offering involves the issuance of new ordinary shares by Halcyon and the sale of corresponding ADSs to investors. The proceeds will flow from U.S. and international institutional and retail investors through the underwriting syndicate to the company. This is a standard capital-raising transaction with no unusual source-of-funds concerns.
(b) Secondary Offering Proceeds. The secondary component involves the sale of existing ordinary shares held by Rheintal Industrieholding GmbH and Kestrel Capital Partners AG. The proceeds of the secondary offering will be paid by investors through the underwriting syndicate to the respective selling shareholders. Both selling shareholders are established entities with transparent ownership structures that have been verified through the KYC process.
No unusual source-of-funds concerns have been identified in connection with this engagement.
8. OTHER TRANSACTION PARTIES AND ADVISORS
8.1 Underwriting Syndicate
The following investment banks have been engaged to serve as underwriters in connection with the Offering:
Westbridge Securities LLC will serve as the lead left bookrunner and as the representative of the several underwriters (the "Representative") for purposes of the Underwriting Agreement. In that capacity, Westbridge will lead the book-building process, coordinate the roadshow, and serve as the primary interface between the underwriting syndicate and the issuer on all offering-related matters. Westbridge is a major U.S. broker-dealer registered with the SEC and is a member of FINRA. The Underwriting Agreement will be an agreement among Halcyon, the selling shareholders, and the several underwriters (acting through the Representative), containing customary representations, warranties, conditions to closing, and indemnification provisions.
The aggregate gross spread is 3.50% of the gross proceeds of the Offering. Based on the base deal at the midpoint of the proposed price range, the total gross spread would be approximately $31,500,000, allocated among the underwriters as set forth in the table above. The gross spread is within the customary range for IPOs of this size in the U.S. equity capital markets.
8.2 Depositary Bank and Transfer Agent
Depositary Bank:
Meridian Trust Company, N.A. 101 Barclay Street New York, NY 10286
Primary Contact: Patricia Novak, Vice President, Depositary Receipts Division
Meridian Trust Company, N.A. will serve as the depositary bank for the Level III ADR program. In that capacity, Meridian will be a party to the Deposit Agreement and will be responsible for issuing ADSs upon deposit of the underlying ordinary shares, maintaining the ADS register, processing dividend distributions and corporate actions, and facilitating the conversion and withdrawal of underlying ordinary shares. Meridian is one of the leading depositary banks for ADR programs globally and maintains significant experience with European issuer ADR facilities.
Transfer Agent / ADS Registrar:
Crestfield Transfer Services Inc. 6201 15th Avenue Brooklyn, NY 11219
Primary Contact: Angela Moretti, Director, Corporate Actions
Crestfield Transfer Services Inc. will serve as the transfer agent and registrar for the ADSs. In that capacity, Crestfield will maintain the register of ADS holders, process transfers and surrenders of ADSs, and coordinate with the depositary bank on book-entry operations through The Depository Trust Company ("DTC").
8.3 Other Counsel
The following law firms are serving as counsel to the other parties in the Transaction:
Coordination with Bähr Stein Rechtsanwälte, as German counsel to the issuer, will be particularly important throughout the engagement. Bähr Stein will be responsible for all German law matters, including corporate governance issues under the Aktiengesetz, the issuance of new ordinary shares (including any required authorization by the Hauptversammlung (general meeting) or utilization of existing authorized capital (genehmigtes Kapital)), the exclusion of pre-emptive rights (Bezugsrechtsausschluss), German securities regulatory filings, and the delivery of a German law legal opinion. C&H will coordinate closely with Bähr Stein to ensure consistency between the German law aspects and the U.S. securities law requirements of the Offering.
Varen & Kessler LLP, as U.S. counsel to the underwriters, will be the principal opposing counsel for purposes of negotiating the Underwriting Agreement and reviewing the Registration Statement and prospectus from the underwriters' perspective. The engagement team should expect the standard iterative drafting and negotiation process with Varen & Kessler on all offering documents.
8.4 Auditors. Independent Auditors:
Blackmere & Whitfield LLP (United Kingdom) / Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft (Germany)
Munich Office: Ganghoferstraße 29, 80339 Munich, Germany New York Office: 7 Times Square, New York, NY 10036
German Audit Engagement Partner: Dieter Kaufmann, Wirtschaftsprüfer (German Certified Public Accountant), Munich office. Mr. Kaufmann has served as the lead audit partner for Halcyon since 2021 and is responsible for the annual audit of Halcyon's consolidated financial statements prepared under IFRS.
US PCAOB-Registered Contact: Graham Templeton, Partner, New York office. Mr. Templeton will serve as the primary interface with C&H and the underwriters' counsel on matters relating to the comfort letter process, PCAOB independence requirements, and the consent to the inclusion of the audit report in the Registration Statement.
Blackmere & Whitfield is registered with the Public Company Accounting Oversight Board ("PCAOB") and will provide comfort letters in accordance with SAS 72 (AU Section 634) / ISAE 3000 in connection with the Offering. The comfort letters will cover the financial information included in the prospectus and will be delivered at the time of the initial filing of the Registration Statement (or shortly thereafter) and at pricing and closing.
8.5 Financial Advisor
Ashton & Burke Advisory GmbH Theatinerstraße 11 80333 Munich, Germany
Primary Contact: Lukas Frey, Managing Partner
Role: Ashton & Burke has been engaged as an independent financial advisor to Halcyon to provide advice on valuation, offering timing, market positioning, and investor relations strategy in connection with the IPO. Ashton & Burke is not acting as an underwriter or placement agent and will not participate in the distribution of the ADSs.
Advisory Fee: €2,500,000 flat fee (payable in installments upon execution of the advisory engagement, filing of the Registration Statement, and closing of the Offering), plus a success fee of 0.10% of gross proceeds upon completion of the Offering. At assumed gross proceeds of approximately $900,000,000 and an exchange rate of €1 = $1.078, the success fee would be approximately $900,000 (or approximately €835,000).
8.6 Other Advisors