letter-sc-to-bahr-stein-selling-shareholder-coordination.docx

1032-00003 · Client 1032 · Selling Shareholders

letter-sc-to-bahr-stein-selling-shareholder-coordination.docx DOCUMENT Capital Markets

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CALDERWOOD & HARKNESS LLP One Liberty Plaza, 42nd Floor New York, New York 10006 Telephone: +1 (212) 558-4000 Facsimile: +1 (212) 558-3588 www.calderwoodharkness.com

Matter No. 1032-00003

January 30, 2026

VIA EMAIL AND INTERNATIONAL COURIER

Dr. Christoph Maurelban Partner, Capital Markets Bähr Stein Rechtsanwälte Partnerschaftsgesellschaft mbB Bockenheimer Landstraße 20 60323 Frankfurt am Main Germany

Copy to: Johanna Weiß, Senior Associate Bähr Stein Rechtsanwälte Partnerschaftsgesellschaft mbB

Re: Halcyon Semiconductor Aktiengesellschaft — Prospective US IPO via Level III ADR Program; Selling Shareholder Coordination

Dear Dr. Maurelban,

1. Introduction and Purpose

We write in our capacity as US securities counsel to Halcyon Semiconductor Aktiengesellschaft ("Halcyon" or "HSAG"), a German Aktiengesellschaft incorporated in Munich, Bavaria, and registered in the Commercial Register (Handelsregister) under HRB 217458 at the Amtsgericht München. As you are aware, Halcyon is pursuing an initial public offering of American Depositary Shares ("ADSs") in the United States through a Level III American Depositary Receipt program (the "Offering"). In connection with the Offering, Halcyon intends to file a Registration Statement on Form F-1 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), with the U.S. Securities and Exchange Commission (the "SEC"). The ADSs are expected to be listed on the Nasdaq Global Select Market under the ticker symbol "HCYN." Halcyon currently maintains a listing on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) under the symbol FRA: HCY in the Prime Standard segment.

The Offering is expected to have targeted gross proceeds of approximately $900,000,000 and will consist of both a primary component (involving the issuance of new ordinary shares by Halcyon) and a secondary component (involving the sale of existing ordinary shares by certain selling shareholders), as described in greater detail in Section 2 below.

We understand that Bähr Stein Rechtsanwälte Partnerschaftsgesellschaft mbB ("Bähr Stein") serves as German legal counsel to Halcyon for German law matters in connection with the Offering and on an ongoing basis. Due diligence commenced on January 27, 2026, and we are writing now, at this early stage in the process, to begin coordinating with Bähr Stein on the German law requirements applicable to the selling shareholders who will participate in the secondary component of the Offering.

The purpose of this letter is to set forth the key areas where we require Bähr Stein's confirmation, guidance, and cooperation, including in particular: (a) the pre-emptive rights waiver (Bezugsrechtsausschluss) necessary for the issuance of new shares in the primary component; (b) secondary share transfer mechanics under German law applicable to the selling shareholders; (c) Ashgrove Enterprises Banking AG delivery procedures for the deposit of ordinary shares into the ADR facility; (d) lock-up arrangements; (e) related-party transaction disclosure; (f) German securities regulatory matters, including BaFin notifications and Market Abuse Regulation compliance; and (g) the German law opinion that will be required at closing. We have also appended a deliverables and timeline summary in Section 11 for ease of reference.

We appreciate Bähr Stein's cooperation as we work through these matters and look forward to a productive and efficient collaboration on the tight timeline that the Offering demands. The matters raised herein are, in many cases, time-sensitive, and we would welcome an early call to discuss priorities and sequencing.

2. Overview of the Offering Structure and Selling Shareholder Participation

2.1 Offering Composition

The Offering comprises both a primary component and a secondary component, the key parameters of which are summarized below:

Primary Component. Halcyon proposes to issue 30,000,000 new ordinary shares (Stammaktien), no par value (Stückaktien), which will correspond to 15,000,000 ADSs at the proposed ratio of 1 ADS = 2 ordinary shares. The targeted gross proceeds from the primary component are approximately $630,000,000, based on a preliminary ADS price range of $39.00 to $45.00 per ADS. The net proceeds from the primary offering will be received by Halcyon and are expected to be used for general corporate purposes, including research and development, capital expenditures, and potential strategic acquisitions, as will be described in the Registration Statement.

Secondary Component. Two selling shareholders — Rheintal Industrieholding Gesellschaft mit beschränkter Haftung ("Rheintal") and Kestrel Capital Partners Aktiengesellschaft ("Kestrel") — will sell existing ordinary shares in the Offering, as described in detail in Section 2.2 below. The total secondary shares amount to 12,800,000 ordinary shares, corresponding to 6,400,000 ADSs. The targeted gross proceeds from the secondary component are approximately $270,000,000. Halcyon will not receive any proceeds from the secondary component; all net proceeds from the sale of existing shares will be received by the respective selling shareholders after deduction of the underwriting discount.

Total ADSs Offered (Base Deal). The base deal will consist of 21,400,000 ADSs (comprising 15,000,000 primary ADSs and 6,400,000 secondary ADSs).

ADS Price Range (Proposed). $39.00 to $45.00 per ADS. The final public offering price will be determined by negotiation between Halcyon and the underwriters on the date of pricing.

Overallotment Option (Greenshoe). The underwriting agreement will grant the underwriters an option, exercisable for 30 days following the date of pricing, to purchase up to 3,210,000 additional ADSs (representing 15% of the base deal) at the public offering price less the underwriting discount. The source of the greenshoe shares (whether primary, secondary, or a combination thereof) is still under discussion and will be confirmed in subsequent correspondence.

2.2 Selling Shareholders

The two selling shareholders participating in the secondary component of the Offering are described below.

Rheintal Industrieholding Gesellschaft mit beschränkter Haftung ("Rheintal")

Rheintal is a Gesellschaft mit beschränkter Haftung organized under the laws of Germany, with its registered offices at Königsallee 60, 40212 Düsseldorf, Germany. Rheintal is the largest single shareholder of Halcyon, holding, as of the date of this letter, 47,945,000 ordinary shares, representing approximately 22.3% of Halcyon's outstanding share capital (based on 215,000,000 ordinary shares currently outstanding). Rheintal is a holding company controlled by the Wendt family. Its Managing Director (Geschäftsführerin) is Margarethe Wendt, who is the sister of Dr. Friedrich Wendt, the Chief Executive Officer (Vorstandsvorsitzender) of Halcyon.

In connection with the Offering, Rheintal is expected to sell approximately 8,500,000 existing ordinary shares, equivalent to 4,250,000 ADSs. Following the completion of the Offering (assuming no exercise of the overallotment option), Rheintal will hold approximately 39,445,000 ordinary shares out of a total of 245,000,000 shares outstanding on a post-IPO basis, representing approximately 16.1% of Halcyon's outstanding share capital.

Kestrel Capital Partners Aktiengesellschaft ("Kestrel")

Kestrel is an Aktiengesellschaft organized under the laws of Switzerland, with its registered offices at Bahnhofstrasse 36, 8001 Glenrock Assurance, Switzerland. Kestrel is a European technology-focused investment fund and the second-largest shareholder of Halcyon, holding, as of the date of this letter, 20,855,000 ordinary shares, representing approximately 9.7% of Halcyon's outstanding share capital. Henrik Sørensen is Kestrel's Managing Partner (Geschäftsführender Direktor).

In connection with the Offering, Kestrel is expected to sell approximately 4,300,000 existing ordinary shares, equivalent to 2,150,000 ADSs. Following the completion of the Offering (assuming no exercise of the overallotment option), Kestrel will hold approximately 16,555,000 ordinary shares out of a total of 245,000,000 shares outstanding, representing approximately 6.8% of Halcyon's outstanding share capital.

Total Secondary Shares. The total number of existing ordinary shares to be sold by the selling shareholders in the secondary component is 12,800,000, corresponding to 6,400,000 ADSs, with total targeted gross proceeds from the secondary component of approximately $270,000,000.

2.3 Post-IPO Capitalization Context

For reference, the post-offering capitalization of Halcyon is expected to be as follows:

The post-offering capitalization does not account for any exercise of the overallotment option or the issuance of shares under Halcyon's employee equity incentive plans, which will be described in the Registration Statement.

3. Pre-Emptive Rights Waiver (*Bezugsrechtsausschluss*) for New Share Issuance

3.1 Issue Presented

As noted above, Halcyon proposes to issue 30,000,000 new ordinary shares as part of the primary component of the Offering. Under the Aktiengesetz ("AktG"), existing shareholders of a German Aktiengesellschaft have statutory pre-emptive rights (Bezugsrechte) to subscribe for new shares on a pro rata basis in connection with any capital increase (Section 186 AktG). In order to effect the US IPO — wherein the new shares will be offered exclusively through the Level III ADR program to investors in the United States and internationally — it will be necessary to exclude (ausschließen) the pre-emptive rights of existing shareholders (Bezugsrechtsausschluss) so that the new shares can be placed with investors through the underwriting syndicate and converted into ADSs for delivery to purchasers.

The valid exclusion of pre-emptive rights is a critical element of the Offering and will be a key matter addressed in both the Registration Statement and the German law opinion to be delivered at closing. We therefore request Bähr Stein's careful attention to the matters outlined below.

3.2 Questions and Requests for Bähr Stein

We request Bähr Stein's confirmation, analysis, and assistance with respect to the following matters:

(a) Authorized Capital (*Genehmigtes Kapital*). Please confirm whether Halcyon's current Satzung (articles of association) contains authorized capital (genehmigtes Kapital) provisions that are sufficient to permit the issuance of 30,000,000 new ordinary shares without the need to convene a new shareholders' meeting (Hauptversammlung). We would appreciate receiving a copy of the relevant Satzung provisions (in both German and, if available, English translation) for our review. If the existing authorized capital provisions are sufficient, please confirm the date and terms of the original Hauptversammlung resolution creating the genehmigtes Kapital, including any expiration date, the maximum number of shares authorized, and any conditions on the use of the authorized capital.

(b) Insufficiency of Authorized Capital. If the existing authorized capital is insufficient to support the issuance of 30,000,000 new shares — whether because the total authorized amount has been partially utilized, because the authorization has expired, or for any other reason — please identify the timeline and procedural requirements for an extraordinary shareholders' meeting (außerordentliche Hauptversammlung) to create new authorized capital or to specifically approve the capital increase with exclusion of pre-emptive rights. In this connection, please provide an estimate of the minimum notice period required under Section 123 AktG and the practicability of completing the process before our confidential submission target date of April 14, 2026.

(c) Board Resolutions. Please confirm the specific Vorstand and Aufsichtsrat resolutions required to authorize the capital increase and the exclusion of Bezugsrechte. This should include the written report of the Vorstand pursuant to Section 186(4) sentence 2 AktG justifying the exclusion of pre-emptive rights. We request that Bähr Stein prepare draft resolutions for both the Vorstand and the Aufsichtsrat and circulate them to C&H for review, as the resolutions must be consistent with the representations and warranties that will be included in the US underwriting agreement and with the disclosure in the Registration Statement.

(d) Simplified Exclusion Under Section 186(3) Sentence 4 AktG. Please confirm whether the simplified exclusion (erleichterter Bezugsrechtsausschluss) under Section 186(3) sentence 4 AktG is available given the size of the contemplated issuance. Based on current outstanding shares of 215,000,000, the issuance of 30,000,000 new shares represents approximately 14.0% of the existing share capital, which exceeds the 10% threshold for simplified exclusion under Section 186(3) sentence 4 AktG. If the simplified exclusion is not available, please identify the alternative statutory basis that applies and any additional procedural requirements, including any heightened justification standard for the Vorstand report.

(e) Commercial Register (*Handelsregister*) Filing Requirements. Please advise on the filing requirements at the Amtsgericht München for the registration of the capital increase in the Commercial Register, including the documentation required for filing, the expected timeline for registration, and whether the capital increase becomes effective upon registration or at some other point. Please also address whether any interim measures (such as a Freigabeverfahren under Section 246a AktG) may be necessary or advisable to protect against shareholder challenges.

(f) Draft Resolutions. As noted above, we request that Bähr Stein prepare draft Vorstand and Aufsichtsrat resolutions for C&H's review. These resolutions will be referenced in the Registration Statement and must be consistent with the US-law requirements of the underwriting agreement.

3.3 Coordination with SEC Filing Timeline

We note that the confidential submission of the Form F-1 to the SEC is targeted for April 14, 2026. All corporate authorizations, including the exclusion of pre-emptive rights and the approval of the capital increase, should be completed or substantially in process prior to that date to support the disclosure in the Registration Statement. As a practical matter, the Registration Statement will need to describe the status of the corporate authorization process, and any unresolved issues or pending approvals will need to be prominently disclosed as risk factors.

We therefore request Bähr Stein's assessment of the feasibility of completing the necessary corporate approvals on this timeline under German corporate law, and we ask that Bähr Stein promptly advise us of any concerns or anticipated delays. If an extraordinary shareholders' meeting is required, we would appreciate a preliminary timetable as soon as practicable.

4. Secondary Share Transfer Mechanics Under German Law

4.1 Transfer of Existing Shares by Selling Shareholders

As described in Section 2.2, Rheintal (8,500,000 ordinary shares) and Kestrel (4,300,000 ordinary shares) will transfer existing ordinary shares to facilitate the secondary component of the Offering. In order for ADSs to be issued in respect of these shares, the ordinary shares must ultimately be deposited with a German custodian bank appointed under the Deposit Agreement (as defined below) entered into between Halcyon and Meridian Trust Company, N.A. (the "Depositary"), headquartered at 101 Barclay Street, New York, New York 10286. Our primary contact at Meridian Trust for purposes of the ADR facility is Patricia Novak, Vice President, Depositary Receipts. Upon deposit of the ordinary shares with the German custodian, Meridian Trust will issue ADSs at the ratio of 1 ADS = 2 ordinary shares, and the ADSs will be delivered to the underwriters for distribution to US investors.

The valid and effective transfer of the selling shareholders' ordinary shares under German law is a condition precedent to the closing of the Offering and will be a subject of the German law opinion to be delivered at closing. Accordingly, we request Bähr Stein's detailed guidance on the matters set forth below.

4.2 German Law Requirements for Transfer

We request Bähr Stein's confirmation and analysis with respect to the following:

(a) Form and Method of Transfer. Please confirm the form and method of transfer of Halcyon ordinary shares under German law. Specifically, please advise whether transfer is effected by book-entry transfer through Ashgrove Enterprises Banking AG, by endorsement, by assignment (Abtretung), or by some other method.

(b) Collective Safe Custody (*Girosammelverwahrung*). Please confirm whether Halcyon's ordinary shares are held in collective safe custody (Girosammelverwahrung) through Ashgrove Enterprises Banking AG, and are therefore transferable by book-entry within the Ashgrove Enterprises system. If the shares are not held in Girosammelverwahrung, please describe the custody arrangements currently in place and the method of transfer that would apply.

(c) Share Form — Bearer or Registered Shares. Please confirm whether Halcyon's ordinary shares are bearer shares (Inhaberaktien) or registered shares (Namensaktien). The share form has significant implications for the transfer mechanics, the share register requirements, and the disclosures in the Registration Statement. If the shares are Namensaktien, please provide the additional confirmations requested in paragraph (d) below.

(d) Share Register (*Aktienregister*) Requirements (if Namensaktien). If Halcyon's ordinary shares are registered shares (Namensaktien), please confirm the process for re-registration in Halcyon's share register (Aktienregister) upon deposit with the German custodian under the Deposit Agreement. Please advise whether Halcyon's consent or cooperation is required for the re-registration and the expected timeline for completing the process.

(e) Transfer Restrictions. Please confirm whether Halcyon's Satzung contains any restrictions on the transfer of shares, including any Vinkulierung (restrictions requiring the company's consent for transfer) or other limitations. In addition, please advise whether, to the best of Bähr Stein's knowledge, any shareholder agreement (Aktionärsvereinbarung) or other contractual arrangement exists among the existing shareholders of Halcyon that restricts or conditions the transfer of shares by Rheintal or Kestrel, including any rights of first refusal, tag-along or drag-along rights, or co-sale obligations.

4.3 Selling Shareholder Custody Agreement and Power of Attorney

C&H is in the process of preparing a form of custody agreement and irrevocable power of attorney (collectively, the "Custody Agreement/POA") for execution by each of Rheintal and Kestrel. The Custody Agreement/POA will authorize the appointed custodian to deliver the ordinary shares to the German sub-custodian under the Deposit Agreement, triggering the conversion of the ordinary shares into ADSs for delivery to the underwriters on the closing date. We intend to circulate the draft Custody Agreement/POA to Bähr Stein for review promptly upon completion, and we anticipate doing so no later than the week of February 23, 2026.

We request Bähr Stein's review of the draft Custody Agreement/POA from a German law perspective, with particular attention to the following:

(a) Validity and Enforceability of Irrevocable Power of Attorney. Please advise on the validity and enforceability under German law of an irrevocable power of attorney (unwiderrufliche Vollmacht) granted by each selling shareholder to the custodian for purposes of effecting the deposit of ordinary shares. Please confirm whether irrevocable powers of attorney are recognized and enforceable under German law, and whether there are any limitations on their duration, scope, or revocability.

(b) Notarization or Authentication Requirements. Please advise whether the Custody Agreement/POA must be notarized (notariell beurkundet or notariell beglaubigt) or otherwise authenticated in order to be valid and enforceable under German law. If notarization is required, please advise on the procedural steps and timeline for completing the notarization, including whether notarization may be completed remotely or must be done in person before a German notary (Notar).

(c) Compliance with German Agency Law. Please confirm that the Custody Agreement/POA complies with the German agency law provisions set forth in Sections 164 et seq. of the Bürgerliches Gesetzbuch ("BGB"), including the requirements for valid grant of authority, the scope of the agent's power, and any limitations on self-dealing or conflicts of interest.

In addition, we request Bähr Stein's confirmation with respect to the authority of the individuals who will execute the Custody Agreement/POA on behalf of the respective selling shareholders:

(d) Rheintal — Authority of Margarethe Wendt. Please confirm whether Margarethe Wendt, as Managing Director (Geschäftsführerin) of Rheintal, has the requisite authority to execute the Custody Agreement/POA on behalf of Rheintal without further corporate approvals (e.g., a shareholders' resolution of Rheintal or approval by any supervisory body). If additional approvals are required, please advise on the process and timeline for obtaining them.

(e) Kestrel — Authority of Henrik Sørensen. Kestrel is a Swiss Aktiengesellschaft, and accordingly the authority of Henrik Sørensen (as Managing Partner) to bind Kestrel may be governed by Swiss law. We request Bähr Stein's preliminary views on this question to the extent German law is implicated, and we recommend that Swiss counsel be engaged to provide a confirmation of Sørensen's authority under Swiss corporate law. If Bähr Stein has a relationship with a Swiss law firm that would be suitable for this purpose, we would welcome a recommendation.

4.4 Selling Shareholder Certificates and Representations

The US underwriting agreement (which will be governed by New York law) will require each selling shareholder to deliver a closing certificate at the time of closing confirming, among other things, the accuracy of the representations and warranties made by such selling shareholder in the underwriting agreement, including representations as to (i) valid title to the shares being sold, free and clear of all liens, encumbrances, and restrictions (other than restrictions under applicable securities laws and the lock-up arrangements), (ii) authority to sell such shares and to execute and deliver the underwriting agreement and related transaction documents, and (iii) absence of any conflict with applicable law or contractual obligations.

We request Bähr Stein's assistance in ensuring that the representations to be made by Rheintal and Kestrel regarding title, authority, and absence of encumbrances on their respective shares are accurate and can be confirmed as a matter of German law (with respect to Rheintal) and, to the extent applicable, as a matter of the relevant foreign law (with respect to Kestrel, a Swiss entity). We note that Kestrel's representations will implicate Swiss corporate law, and we recommend that Swiss counsel be engaged to review and confirm Kestrel's representations in that regard. We would appreciate Bähr Stein's coordination in identifying and engaging appropriate Swiss counsel if this has not already been done.

5. Ashgrove Enterprises Delivery Procedures

5.1 Deposit Mechanics

As described above, the ordinary shares sold by the selling shareholders in the secondary component (as well as the newly issued ordinary shares in the primary component) must be deposited with a German custodian bank appointed by Meridian Trust under the Deposit Agreement. Upon deposit, Meridian Trust will issue ADSs in respect of the deposited shares, and the ADSs will be delivered to purchasers in the United States through the facilities of The Depository Trust Company ("DTC") on the closing date.

The target closing and settlement date for the Offering is July 6, 2026 (T+2 from a pricing date of July 1, 2026). Given the cross-border nature of the transaction and the need to coordinate settlement across the Ashgrove Enterprises and DTC systems, the deposit mechanics and settlement logistics are among the most operationally complex elements of the Offering. Early coordination with Bähr Stein on these matters is essential.

5.2 Ashgrove Enterprises Settlement Coordination

We request Bähr Stein's guidance on the Ashgrove Enterprises Banking AG settlement procedures applicable to the Offering, including the following:

(a) Transfer of Selling Shareholder Shares. Please describe the procedures for transferring the selling shareholders' ordinary shares from their current Ashgrove Enterprises accounts (or the accounts of their respective custodian banks) to the Ashgrove Enterprises account of the German sub-custodian appointed under the Deposit Agreement. Please identify any pre-conditions to the transfer, including any matching or confirmation requirements in the Ashgrove Enterprises system.

(b) Delivery of Newly Issued Shares. Please describe the procedures for delivering the newly issued ordinary shares from Halcyon to the German sub-custodian's Ashgrove Enterprises account following effectuation of the capital increase and registration in the Commercial Register. Please confirm the expected timing for the newly issued shares to be credited to the sub-custodian's account and available for conversion into ADSs.

(c) Settlement Timing and Cut-Off Deadlines. Please advise on the settlement timing and cut-off deadlines applicable in the Ashgrove Enterprises system, and how these interact with the US T+2 settlement cycle. In particular, please identify any differences in settlement conventions between the Ashgrove Enterprises system and the DTC system that could give rise to timing mismatches or settlement risk, and any steps that can be taken to mitigate such risks.

(d) Cross-Border Settlement — DVP and FOP Mechanics. Please advise on the mechanics for cross-border settlement between Ashgrove Enterprises (Frankfurt) and DTC (New York), including whether settlement of the ordinary shares into the sub-custodian's account will be effected on a delivery versus payment (DVP) basis or a free of payment (FOP) basis, and the corresponding settlement mechanics on the DTC side for the delivery of ADSs to the underwriters and, ultimately, to purchasers. We understand that the Ashgrove Enterprises-DTC link operates through Ashgrove Enterprises's account at DTC, and we would appreciate Bähr Stein's views on any operational considerations specific to an ADR offering of this nature.

5.3 Sub-Custodian Appointment

C&H and Meridian Trust are in the process of finalizing the Deposit Agreement, which will include provisions for the appointment of a German sub-custodian to hold the ordinary shares underlying the ADSs on behalf of the Depositary. The identity of the sub-custodian has not yet been finalized, and we anticipate that Meridian Trust will appoint one of the major German custodian banks (such as Adriatic Trust Bank, Dunmore Bancorp, or a similar institution) for this purpose.

We request Bähr Stein's assistance with the following:

(a) German Regulatory Requirements. Please advise on any German regulatory requirements or BaFin notifications associated with the appointment of a German sub-custodian under the Deposit Agreement, including any licensing or registration requirements applicable to the sub-custodian.

(b) Coordination with Halcyon's Banking Relationships. We request that Bähr Stein coordinate with Halcyon's existing bank relationships regarding the identity and appointment of the sub-custodian. If Halcyon has a preference or existing relationship with a particular custodian bank, we would appreciate learning of this at an early stage so that it can be taken into account in the Deposit Agreement negotiations.

6. Lock-Up Considerations for Selling Shareholders

Under the terms of the underwriting agreement, each of Rheintal and Kestrel will be required to execute a 180-day lock-up letter (the "Lock-Up Letter") in favor of Westbridge Securities LLC ("Westbridge"), acting in its capacity as lead bookrunner and representative of the underwriting syndicate. Our primary contact at Westbridge is Jonathan Hartwell, Managing Director, Global Equity Capital Markets, located at 383 Madison Avenue, New York, New York 10179.

The lock-up period will commence on the date of pricing (target: July 1, 2026) and will expire 180 days thereafter (target: December 28, 2026). During the lock-up period, each selling shareholder will be restricted from, among other things: (i) offering, pledging, selling, contracting to sell, or otherwise disposing of any ordinary shares or ADSs (or any securities convertible into or exchangeable or exercisable for ordinary shares or ADSs); (ii) entering into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ordinary shares or ADSs; and (iii) engaging in any hedging or other transaction designed to or reasonably expected to lead to or result in a sale or disposition of ordinary shares or ADSs, whether any such transaction is to be settled by delivery of ordinary shares, ADSs, or other securities, in cash, or otherwise. The lock-up will be subject to customary exceptions, including exceptions for transfers to affiliates (subject to the transferee entering into a lock-up letter on substantially similar terms), bona fide gifts, and certain estate planning transactions.

Following the Offering, Rheintal will retain approximately 39,445,000 ordinary shares and Kestrel will retain approximately 16,555,000 ordinary shares, all of which will be subject to the lock-up restrictions described above.

We intend to circulate a draft form of the Lock-Up Letter to Bähr Stein for review and request the following:

(a) German Law Enforceability. Please review the Lock-Up Letter from a German law enforceability perspective and advise on any provisions that may be unenforceable or require modification to be effective under German law. In particular, please address whether the contractual restrictions on transfer and hedging are enforceable against Rheintal (as a German GmbH) and, to the extent Bähr Stein is able to advise, against Kestrel (as a Swiss AG).

(b) Interaction with German Securities Law. Please advise on any interaction between the lock-up restrictions and German securities law, including the Market Abuse Regulation (Regulation (EU) No. 596/2014, "MAR") and its implementing provisions under German law. In particular, please flag any issues arising from the interaction of the lock-up period with insider trading restrictions, the prohibition on market manipulation, and the rules governing directors' dealings and persons discharging managerial responsibilities ("PDMRs") and their closely associated persons.

7. Related-Party Transaction Disclosure — Rheintal / Wendt Family

Because Rheintal is a Wendt family holding company — and its Managing Director, Margarethe Wendt, is the sister of Dr. Friedrich Wendt, who serves as the Chief Executive Officer (Vorstandsvorsitzender) of Halcyon — the Registration Statement will be required to include detailed disclosure of related-party transactions pursuant to Item 7.B of Form 20-F (which is incorporated by reference into Form F-1). The SEC and US investors pay particularly close attention to related-party transaction disclosure, and any omission or inaccuracy in this area can give rise to significant liability under the Securities Act and the Securities Exchange Act of 1934.

We request Bähr Stein's assistance in preparing a comprehensive summary of all transactions and relationships between Halcyon and Rheintal, and between Halcyon and any members of the Wendt family (including Dr. Friedrich Wendt, Margarethe Wendt, and any other family members who have or have had a direct or indirect relationship with Halcyon), for inclusion in the prospectus forming part of the Registration Statement. This request covers, without limitation:

(a) any management fees, advisory fees, or service agreements between Halcyon and Rheintal or any Wendt family member;

(b) any consulting arrangements, employment agreements, or compensation arrangements involving Wendt family members;

(c) any shared services agreements, including shared office space, administrative support, IT infrastructure, or similar arrangements;

(d) any real property leases or licenses between Halcyon and Rheintal, any Wendt family member, or any entity controlled by or affiliated with the Wendt family;

(e) any intercompany loans, guarantees, or other financial accommodations;

(f) any supply agreements, purchase agreements, or other commercial contracts;

(g) any intellectual property licenses or assignments; and

(h) any other transactions or relationships that would be required to be disclosed under Item 7.B of Form 20-F or that, in Bähr Stein's judgment, should be disclosed in the interests of completeness and transparency.

C&H is separately preparing a due diligence memorandum on related-party transactions based on our review of Halcyon's corporate records and the responses to the due diligence request list. We will coordinate with Bähr Stein's findings to ensure that the disclosure in the Registration Statement is complete and accurate.

8. German Securities Regulatory Matters

8.1 BaFin and MAR Notifications

We request Bähr Stein's assessment of whether any notifications to the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin") are required in connection with the selling shareholders' participation in the US Offering. This includes, without limitation, any notifications that may be triggered by the secondary sale of shares by Rheintal and Kestrel, the issuance of new shares by Halcyon, or the establishment of the Level III ADR program and the Nasdaq listing.

In addition, we request Bähr Stein's analysis of the Market Abuse Regulation (MAR) considerations applicable to the Offering, including:

(a) Insider Dealing. The prevention of insider dealing in Halcyon securities (both on the Frankfurt Stock Exchange and, following the Nasdaq listing, on Nasdaq) during the offering process. This includes the establishment of insider lists and the management of inside information in connection with the Offering.

(b) Market Manipulation. Any restrictions on market activities by Halcyon, the selling shareholders, or the underwriters during the offering period that may constitute market manipulation under MAR, and the coordination of any stabilization activities with the applicable safe harbor provisions.

(c) Disclosure of Inside Information. The obligations of Halcyon under Article 17 MAR with respect to the disclosure of inside information, including the timing of the public announcement of the Offering and the potential use of delayed disclosure under Article 17(4) MAR.

(d) Quiet Period Coordination. The coordination of quiet periods between the Frankfurt and Nasdaq listings, taking into account both the MAR requirements and the SEC's guidance on gun-jumping and pre-filing communications.

We also request Bähr Stein's analysis of the major shareholding notification requirements under the Wertpapierhandelsgesetz ("WpHG"), Sections 33 et seq., that may be triggered by the change in Rheintal's and Kestrel's respective shareholdings following the Offering:

(e) Rheintal. Rheintal's shareholding will decrease from approximately 22.3% to approximately 16.1%, thereby crossing below the 20% notification threshold. Please confirm the notification requirements, including the deadline for filing, the form of notification, and the addressee (BaFin and/or the issuer).

(f) Kestrel. Kestrel's shareholding will decrease from approximately 9.7% to approximately 6.8%, thereby crossing below the 10% notification threshold (if applicable; please confirm whether the 10% threshold applies to Kestrel given its status as a Swiss entity). Please provide the same confirmation regarding notification requirements.

8.2 Frankfurt Stock Exchange Considerations

Halcyon will maintain its listing on the Frankfurt Stock Exchange (Prime Standard segment) concurrently with the Nasdaq listing. We request Bähr Stein's confirmation and guidance on the following:

(a) Dual Listing Regulatory Compliance. Please confirm that the concurrent listing on the Frankfurt Stock Exchange and the Nasdaq Global Select Market does not create any regulatory conflicts or additional obligations under the listing rules of the Frankfurt Stock Exchange or the rules of Deutsche Börse AG. If additional obligations exist, please describe them and advise on the steps necessary for compliance.

(b) Deutsche Börse Notifications. Please advise on any notifications to Deutsche Börse AG that may be required in connection with the secondary sale of ordinary shares by major shareholders in the context of the Offering, and any notifications that may be required in connection with the capital increase and the issuance of new shares.

9. Selling Shareholder Questionnaire

C&H has prepared a form of selling shareholder questionnaire (the "Questionnaire") requesting information from each of Rheintal and Kestrel regarding, among other things, beneficial ownership of Halcyon securities, affiliations with FINRA member firms, material relationships with Halcyon and its officers and directors, and other information required for US prospectus disclosure and for filings with the Financial Industry Regulatory Authority ("FINRA") in connection with the Offering. The Questionnaire is being finalized and will be circulated to Bähr Stein under separate cover.

We request Bähr Stein's assistance in distributing the Questionnaire to Rheintal (to the attention of Margarethe Wendt, Managing Director) and in coordinating the completion of the Questionnaire by Kestrel (to the attention of Henrik Sørensen, Managing Partner). With respect to Kestrel, given its organization under Swiss law, certain questions in the Questionnaire may require coordination with Swiss counsel, and we request Bähr Stein's assistance in facilitating this coordination.

It is important that the completed Questionnaires be returned sufficiently in advance of the confidential submission target date of April 14, 2026 to allow incorporation of the selling shareholder information into the Form F-1 drafts. We will provide a specific response deadline when we circulate the Questionnaires, but we ask Bähr Stein to advise the selling shareholders at this stage that the responses will be required on a timeline consistent with the April 14 target.

10. Request for German Law Opinion at Closing

At the closing of the Offering (target: July 6, 2026), the underwriters will require the delivery of a German law opinion from Bähr Stein as a condition to closing. The opinion will be addressed to the underwriters and will be prepared in consultation with the underwriters' German counsel, Prumvane Thornton LLP, Frankfurt office, located at Neue Mainzer Straße 52, 60311 Frankfurt am Main, Germany (contact: Dr. Stefan Braun, Partner).

We anticipate that the German law opinion will cover, among other matters:

(a) the valid corporate existence and good standing (ordnungsgemäße Gründung und Bestehen) of Halcyon as an Aktiengesellschaft under the laws of Germany;

(b) the due authorization and valid issuance of the 30,000,000 new ordinary shares in the primary component of the Offering, including confirmation that the new shares are fully paid and non-assessable (voll eingezahlt und nicht nachschusspflichtig);

(c) the valid exclusion of pre-emptive rights (Bezugsrechtsausschluss) in connection with the issuance of the new ordinary shares;

(d) valid title to the ordinary shares being sold by the selling shareholders, free and clear of all liens, encumbrances, and restrictions (other than restrictions arising under applicable securities laws and the lock-up arrangements);

(e) the enforceability of material transaction documents governed by German law, including any German-law-governed provisions of the underwriting agreement, the Deposit Agreement, and the Custody Agreements/POAs; and

(f) such other matters of German law as the underwriters and their counsel may reasonably request.

We request that Bähr Stein begin preparing an outline of the German law opinion and circulate it to C&H and to Prumvane Thornton (as underwriters' German counsel) for review and comment. The scope of the opinion should be coordinated with Prumvane Thornton, and we have proposed scheduling a discussion during the all-parties drafting session on March 23–24, 2026 (as described in Section 12 below) to align on the scope and form of the opinion at an early stage.

11. Deliverables and Timeline Summary

For ease of reference, we set forth below a summary table of the deliverables requested from Bähr Stein in this letter, together with proposed deadlines. We recognize that certain of these deadlines may require adjustment as the Offering process unfolds, and we are prepared to discuss any concerns regarding timing.

We ask that Bähr Stein confirm receipt of this letter and its ability to meet the proposed deadlines, or advise us promptly of any deliverables for which the timeline is not feasible.

12. Coordination and Communication

Primary Contacts at C&H

The primary contacts at Calderwood & Harkness LLP for the selling shareholder coordination and related matters described in this letter are as follows:

Claire Dempsey — Lead Associate, Capital Markets Calderwood & Harkness LLP One Liberty Plaza, 42nd Floor New York, New York 10006 Telephone: +1 (212) 558-4217

Email: cdempsey@calderwoodharkness.com

Lead on selling shareholder coordination, underwriting agreement, and F-1 Registration Statement.

Audrey Zhou — Working Associate, Capital Markets Calderwood & Harkness LLP One Liberty Plaza, 42nd Floor New York, New York 10006 Telephone: +1 (212) 558-4883

Email: azhou@calderwoodharkness.com

Supporting on Deposit Agreement and coordination.

Vivienne St. Claire — Responsible Partner, Capital Markets Calderwood & Harkness LLP One Liberty Plaza, 42nd Floor New York, New York 10006 Telephone: +1 (212) 558-3100

Email: vstclaire@calderwoodharkness.com

Available for escalation and partner-level discussions.

Primary Contacts at Bähr Stein

We understand that Dr. Christoph Maurelban and Johanna Weiß are the key contacts at Bähr Stein for this engagement. We request that Bähr Stein formally designate a primary contact for selling shareholder coordination and confirm the appropriate communication channels (including any preferences regarding the use of secure email or encrypted file-sharing platforms for the exchange of confidential documents).

All-Parties Drafting Session

An all-parties drafting session has been scheduled for March 23–24, 2026. Selling shareholder matters, including the topics addressed in this letter, will be a significant item on the agenda. We respectfully request Bähr Stein's attendance at the drafting session, either in person or by video conference. A detailed agenda will be circulated in advance.

Coordination with Underwriters' Counsel

We note that C&H is coordinating with Varen & Kessler LLP as US counsel to the underwriting syndicate led by Westbridge Securities LLC. The key contacts at Varen & Kessler are:

Martin Ashford — Partner Priya Ranganathan — Senior Associate Varen & Kessler LLP 51 West 52nd Street New York, New York 10019

In addition, as noted in Section 10, the underwriters' German counsel is Prumvane Thornton LLP, Frankfurt office (contact: Dr. Stefan Braun, Partner). Any German law issues raised by Varen & Kessler or Prumvane Thornton in connection with the selling shareholders or the matters discussed in this letter should be promptly flagged to C&H so that we can ensure consistent and coordinated responses.

13. Confidentiality

This letter and all communications regarding the prospective Offering are confidential and are subject to the confidentiality provisions of Halcyon's engagements with Calderwood & Harkness LLP and Bähr Stein, respectively. No public disclosure of the Offering or any related matters should be made until the public filing of the Registration Statement with the SEC, which is currently targeted for June 8, 2026. Prior to such date, the Registration Statement will be submitted to the SEC on a confidential basis (with the initial confidential submission targeted for April 14, 2026, as noted above). We ask that Bähr Stein and all personnel with access to this letter and related materials exercise the utmost care to preserve the confidentiality of the Offering and to comply with all applicable insider trading and market abuse regulations.

We thank you and your team for your cooperation and look forward to working closely with Bähr Stein on the matters described herein. Given the tight timeline and the number of workstreams that must proceed in parallel, early coordination will be essential to ensuring a smooth and successful Offering process. We would welcome the opportunity to schedule a call at your earliest convenience — ideally during the week of February 2, 2026 — to discuss the matters raised in this letter and to establish a regular cadence of communication going forward.

Please do not hesitate to reach out to any of the undersigned with any questions or if further clarification is needed on any of the items discussed above.

With kind regards,

CALDERWOOD & HARKNESS LLP

By: ________

Claire Dempsey Lead Associate, Capital Markets

Reviewed by:

________________________________________

Vivienne St. Claire Partner, Capital Markets

cc:

Vivienne St. Claire, Calderwood & Harkness LLP Robert Adeyemi, Calderwood & Harkness LLP Audrey Zhou, Calderwood & Harkness LLP Wilhelm Ostermann, General Counsel, Halcyon Semiconductor Aktiengesellschaft Johanna Weiß, Bähr Stein Rechtsanwälte Partnerschaftsgesellschaft mbB

Enclosures (to follow under separate cover):

1. Draft Selling Shareholder Questionnaire — Form

2. Draft Custody Agreement / Power of Attorney — Form

3. Draft Lock-Up Agreement — Form of Selling Shareholder Lock-Up Letter

4. Preliminary Offering Timeline (Master Timeline and Responsibility Chart — excerpt)

Pre-offering shares outstanding	215,000,000
New ordinary shares to be issued in the primary component	30,000,000
Post-offering shares outstanding	245,000,000
Deliverable	Requested By
Confirmation of authorized capital (genehmigtes Kapital) sufficiency for issuance of 30,000,000 new ordinary shares	February 14, 2026
Draft Vorstand and Aufsichtsrat resolutions (capital increase, Bezugsrechtsausschluss)	February 28, 2026
Confirmation of share form (Inhaberaktien / Namensaktien) and transfer mechanics	February 14, 2026
Review of draft Custody Agreement / Power of Attorney (to be circulated by C&H)	March 7, 2026
Related-party transaction summary (Rheintal / Wendt family)	March 7, 2026
Ashgrove Enterprises delivery procedure guidance	March 7, 2026
BaFin / MAR notification analysis	March 14, 2026
Major shareholding notification analysis (WpHG Sections 33 et seq.)	March 14, 2026
Distribution of selling shareholder questionnaires to Rheintal and Kestrel	Upon receipt from C&H
Draft German law opinion outline	March 21, 2026
Coordination with Prumvane Thornton LLP on opinion scope	March 23–24, 2026 (all-parties drafting session)

CALDERWOOD & HARKNESS LLP One Liberty Plaza, 42nd Floor New York, New York 10006 Telephone: +1 (212) 558-4000 Facsimile: +1 (212) 558-3588 www.calderwoodharkness.com
Matter No. 1032-00003
January 30, 2026
VIA EMAIL AND INTERNATIONAL COURIER
Dr. Christoph Maurelban Partner, Capital Markets Bähr Stein Rechtsanwälte Partnerschaftsgesellschaft mbB Bockenheimer Landstraße 20 60323 Frankfurt am Main Germany
Copy to: Johanna Weiß, Senior Associate Bähr Stein Rechtsanwälte Partnerschaftsgesellschaft mbB
Re: Halcyon Semiconductor Aktiengesellschaft — Prospective US IPO via Level III ADR Program; Selling Shareholder Coordination
Dear Dr. Maurelban,
1. Introduction and Purpose
We write in our capacity as US securities counsel to Halcyon Semiconductor Aktiengesellschaft ("Halcyon" or "HSAG"), a German Aktiengesellschaft incorporated in Munich, Bavaria, and registered in the Commercial Register (Handelsregister) under HRB 217458 at the Amtsgericht München. As you are aware, Halcyon is pursuing an initial public offering of American Depositary Shares ("ADSs") in the United States through a Level III American Depositary Receipt program (the "Offering"). In connection with the Offering, Halcyon intends to file a Registration Statement on Form F-1 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), with the U.S. Securities and Exchange Commission (the "SEC"). The ADSs are expected to be listed on the Nasdaq Global Select Market under the ticker symbol "HCYN." Halcyon currently maintains a listing on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) under the symbol FRA: HCY in the Prime Standard segment.
The Offering is expected to have targeted gross proceeds of approximately $900,000,000 and will consist of both a primary component (involving the issuance of new ordinary shares by Halcyon) and a secondary component (involving the sale of existing ordinary shares by certain selling shareholders), as described in greater detail in Section 2 below.
We understand that Bähr Stein Rechtsanwälte Partnerschaftsgesellschaft mbB ("Bähr Stein") serves as German legal counsel to Halcyon for German law matters in connection with the Offering and on an ongoing basis. Due diligence commenced on January 27, 2026, and we are writing now, at this early stage in the process, to begin coordinating with Bähr Stein on the German law requirements applicable to the selling shareholders who will participate in the secondary component of the Offering.
The purpose of this letter is to set forth the key areas where we require Bähr Stein's confirmation, guidance, and cooperation, including in particular: (a) the pre-emptive rights waiver (Bezugsrechtsausschluss) necessary for the issuance of new shares in the primary component; (b) secondary share transfer mechanics under German law applicable to the selling shareholders; (c) Ashgrove Enterprises Banking AG delivery procedures for the deposit of ordinary shares into the ADR facility; (d) lock-up arrangements; (e) related-party transaction disclosure; (f) German securities regulatory matters, including BaFin notifications and Market Abuse Regulation compliance; and (g) the German law opinion that will be required at closing. We have also appended a deliverables and timeline summary in Section 11 for ease of reference.
We appreciate Bähr Stein's cooperation as we work through these matters and look forward to a productive and efficient collaboration on the tight timeline that the Offering demands. The matters raised herein are, in many cases, time-sensitive, and we would welcome an early call to discuss priorities and sequencing.
2. Overview of the Offering Structure and Selling Shareholder Participation
2.1 Offering Composition
The Offering comprises both a primary component and a secondary component, the key parameters of which are summarized below:
Primary Component. Halcyon proposes to issue 30,000,000 new ordinary shares (Stammaktien), no par value (Stückaktien), which will correspond to 15,000,000 ADSs at the proposed ratio of 1 ADS = 2 ordinary shares. The targeted gross proceeds from the primary component are approximately $630,000,000, based on a preliminary ADS price range of $39.00 to $45.00 per ADS. The net proceeds from the primary offering will be received by Halcyon and are expected to be used for general corporate purposes, including research and development, capital expenditures, and potential strategic acquisitions, as will be described in the Registration Statement.
Secondary Component. Two selling shareholders — Rheintal Industrieholding Gesellschaft mit beschränkter Haftung ("Rheintal") and Kestrel Capital Partners Aktiengesellschaft ("Kestrel") — will sell existing ordinary shares in the Offering, as described in detail in Section 2.2 below. The total secondary shares amount to 12,800,000 ordinary shares, corresponding to 6,400,000 ADSs. The targeted gross proceeds from the secondary component are approximately $270,000,000. Halcyon will not receive any proceeds from the secondary component; all net proceeds from the sale of existing shares will be received by the respective selling shareholders after deduction of the underwriting discount.
Total ADSs Offered (Base Deal). The base deal will consist of 21,400,000 ADSs (comprising 15,000,000 primary ADSs and 6,400,000 secondary ADSs).
ADS Price Range (Proposed). $39.00 to $45.00 per ADS. The final public offering price will be determined by negotiation between Halcyon and the underwriters on the date of pricing.
Overallotment Option (Greenshoe). The underwriting agreement will grant the underwriters an option, exercisable for 30 days following the date of pricing, to purchase up to 3,210,000 additional ADSs (representing 15% of the base deal) at the public offering price less the underwriting discount. The source of the greenshoe shares (whether primary, secondary, or a combination thereof) is still under discussion and will be confirmed in subsequent correspondence.
2.2 Selling Shareholders
The two selling shareholders participating in the secondary component of the Offering are described below.
Rheintal Industrieholding Gesellschaft mit beschränkter Haftung ("Rheintal")
Rheintal is a Gesellschaft mit beschränkter Haftung organized under the laws of Germany, with its registered offices at Königsallee 60, 40212 Düsseldorf, Germany. Rheintal is the largest single shareholder of Halcyon, holding, as of the date of this letter, 47,945,000 ordinary shares, representing approximately 22.3% of Halcyon's outstanding share capital (based on 215,000,000 ordinary shares currently outstanding). Rheintal is a holding company controlled by the Wendt family. Its Managing Director (Geschäftsführerin) is Margarethe Wendt, who is the sister of Dr. Friedrich Wendt, the Chief Executive Officer (Vorstandsvorsitzender) of Halcyon.
In connection with the Offering, Rheintal is expected to sell approximately 8,500,000 existing ordinary shares, equivalent to 4,250,000 ADSs. Following the completion of the Offering (assuming no exercise of the overallotment option), Rheintal will hold approximately 39,445,000 ordinary shares out of a total of 245,000,000 shares outstanding on a post-IPO basis, representing approximately 16.1% of Halcyon's outstanding share capital.
Kestrel Capital Partners Aktiengesellschaft ("Kestrel")
Kestrel is an Aktiengesellschaft organized under the laws of Switzerland, with its registered offices at Bahnhofstrasse 36, 8001 Glenrock Assurance, Switzerland. Kestrel is a European technology-focused investment fund and the second-largest shareholder of Halcyon, holding, as of the date of this letter, 20,855,000 ordinary shares, representing approximately 9.7% of Halcyon's outstanding share capital. Henrik Sørensen is Kestrel's Managing Partner (Geschäftsführender Direktor).
In connection with the Offering, Kestrel is expected to sell approximately 4,300,000 existing ordinary shares, equivalent to 2,150,000 ADSs. Following the completion of the Offering (assuming no exercise of the overallotment option), Kestrel will hold approximately 16,555,000 ordinary shares out of a total of 245,000,000 shares outstanding, representing approximately 6.8% of Halcyon's outstanding share capital.
Total Secondary Shares. The total number of existing ordinary shares to be sold by the selling shareholders in the secondary component is 12,800,000, corresponding to 6,400,000 ADSs, with total targeted gross proceeds from the secondary component of approximately $270,000,000.
2.3 Post-IPO Capitalization Context
For reference, the post-offering capitalization of Halcyon is expected to be as follows:
The post-offering capitalization does not account for any exercise of the overallotment option or the issuance of shares under Halcyon's employee equity incentive plans, which will be described in the Registration Statement.
3. Pre-Emptive Rights Waiver (*Bezugsrechtsausschluss*) for New Share Issuance
3.1 Issue Presented
As noted above, Halcyon proposes to issue 30,000,000 new ordinary shares as part of the primary component of the Offering. Under the Aktiengesetz ("AktG"), existing shareholders of a German Aktiengesellschaft have statutory pre-emptive rights (Bezugsrechte) to subscribe for new shares on a pro rata basis in connection with any capital increase (Section 186 AktG). In order to effect the US IPO — wherein the new shares will be offered exclusively through the Level III ADR program to investors in the United States and internationally — it will be necessary to exclude (ausschließen) the pre-emptive rights of existing shareholders (Bezugsrechtsausschluss) so that the new shares can be placed with investors through the underwriting syndicate and converted into ADSs for delivery to purchasers.
The valid exclusion of pre-emptive rights is a critical element of the Offering and will be a key matter addressed in both the Registration Statement and the German law opinion to be delivered at closing. We therefore request Bähr Stein's careful attention to the matters outlined below.
3.2 Questions and Requests for Bähr Stein
We request Bähr Stein's confirmation, analysis, and assistance with respect to the following matters:
(a) Authorized Capital (*Genehmigtes Kapital*). Please confirm whether Halcyon's current Satzung (articles of association) contains authorized capital (genehmigtes Kapital) provisions that are sufficient to permit the issuance of 30,000,000 new ordinary shares without the need to convene a new shareholders' meeting (Hauptversammlung). We would appreciate receiving a copy of the relevant Satzung provisions (in both German and, if available, English translation) for our review. If the existing authorized capital provisions are sufficient, please confirm the date and terms of the original Hauptversammlung resolution creating the genehmigtes Kapital, including any expiration date, the maximum number of shares authorized, and any conditions on the use of the authorized capital.
(b) Insufficiency of Authorized Capital. If the existing authorized capital is insufficient to support the issuance of 30,000,000 new shares — whether because the total authorized amount has been partially utilized, because the authorization has expired, or for any other reason — please identify the timeline and procedural requirements for an extraordinary shareholders' meeting (außerordentliche Hauptversammlung) to create new authorized capital or to specifically approve the capital increase with exclusion of pre-emptive rights. In this connection, please provide an estimate of the minimum notice period required under Section 123 AktG and the practicability of completing the process before our confidential submission target date of April 14, 2026.
(c) Board Resolutions. Please confirm the specific Vorstand and Aufsichtsrat resolutions required to authorize the capital increase and the exclusion of Bezugsrechte. This should include the written report of the Vorstand pursuant to Section 186(4) sentence 2 AktG justifying the exclusion of pre-emptive rights. We request that Bähr Stein prepare draft resolutions for both the Vorstand and the Aufsichtsrat and circulate them to C&H for review, as the resolutions must be consistent with the representations and warranties that will be included in the US underwriting agreement and with the disclosure in the Registration Statement.
(d) Simplified Exclusion Under Section 186(3) Sentence 4 AktG. Please confirm whether the simplified exclusion (erleichterter Bezugsrechtsausschluss) under Section 186(3) sentence 4 AktG is available given the size of the contemplated issuance. Based on current outstanding shares of 215,000,000, the issuance of 30,000,000 new shares represents approximately 14.0% of the existing share capital, which exceeds the 10% threshold for simplified exclusion under Section 186(3) sentence 4 AktG. If the simplified exclusion is not available, please identify the alternative statutory basis that applies and any additional procedural requirements, including any heightened justification standard for the Vorstand report.
(e) Commercial Register (*Handelsregister*) Filing Requirements. Please advise on the filing requirements at the Amtsgericht München for the registration of the capital increase in the Commercial Register, including the documentation required for filing, the expected timeline for registration, and whether the capital increase becomes effective upon registration or at some other point. Please also address whether any interim measures (such as a Freigabeverfahren under Section 246a AktG) may be necessary or advisable to protect against shareholder challenges.
(f) Draft Resolutions. As noted above, we request that Bähr Stein prepare draft Vorstand and Aufsichtsrat resolutions for C&H's review. These resolutions will be referenced in the Registration Statement and must be consistent with the US-law requirements of the underwriting agreement.
3.3 Coordination with SEC Filing Timeline
We note that the confidential submission of the Form F-1 to the SEC is targeted for April 14, 2026. All corporate authorizations, including the exclusion of pre-emptive rights and the approval of the capital increase, should be completed or substantially in process prior to that date to support the disclosure in the Registration Statement. As a practical matter, the Registration Statement will need to describe the status of the corporate authorization process, and any unresolved issues or pending approvals will need to be prominently disclosed as risk factors.
We therefore request Bähr Stein's assessment of the feasibility of completing the necessary corporate approvals on this timeline under German corporate law, and we ask that Bähr Stein promptly advise us of any concerns or anticipated delays. If an extraordinary shareholders' meeting is required, we would appreciate a preliminary timetable as soon as practicable.
4. Secondary Share Transfer Mechanics Under German Law
4.1 Transfer of Existing Shares by Selling Shareholders
As described in Section 2.2, Rheintal (8,500,000 ordinary shares) and Kestrel (4,300,000 ordinary shares) will transfer existing ordinary shares to facilitate the secondary component of the Offering. In order for ADSs to be issued in respect of these shares, the ordinary shares must ultimately be deposited with a German custodian bank appointed under the Deposit Agreement (as defined below) entered into between Halcyon and Meridian Trust Company, N.A. (the "Depositary"), headquartered at 101 Barclay Street, New York, New York 10286. Our primary contact at Meridian Trust for purposes of the ADR facility is Patricia Novak, Vice President, Depositary Receipts. Upon deposit of the ordinary shares with the German custodian, Meridian Trust will issue ADSs at the ratio of 1 ADS = 2 ordinary shares, and the ADSs will be delivered to the underwriters for distribution to US investors.
The valid and effective transfer of the selling shareholders' ordinary shares under German law is a condition precedent to the closing of the Offering and will be a subject of the German law opinion to be delivered at closing. Accordingly, we request Bähr Stein's detailed guidance on the matters set forth below.
4.2 German Law Requirements for Transfer
We request Bähr Stein's confirmation and analysis with respect to the following:
(a) Form and Method of Transfer. Please confirm the form and method of transfer of Halcyon ordinary shares under German law. Specifically, please advise whether transfer is effected by book-entry transfer through Ashgrove Enterprises Banking AG, by endorsement, by assignment (Abtretung), or by some other method.
(b) Collective Safe Custody (*Girosammelverwahrung*). Please confirm whether Halcyon's ordinary shares are held in collective safe custody (Girosammelverwahrung) through Ashgrove Enterprises Banking AG, and are therefore transferable by book-entry within the Ashgrove Enterprises system. If the shares are not held in Girosammelverwahrung, please describe the custody arrangements currently in place and the method of transfer that would apply.
(c) Share Form — Bearer or Registered Shares. Please confirm whether Halcyon's ordinary shares are bearer shares (Inhaberaktien) or registered shares (Namensaktien). The share form has significant implications for the transfer mechanics, the share register requirements, and the disclosures in the Registration Statement. If the shares are Namensaktien, please provide the additional confirmations requested in paragraph (d) below.
(d) Share Register (*Aktienregister*) Requirements (if Namensaktien). If Halcyon's ordinary shares are registered shares (Namensaktien), please confirm the process for re-registration in Halcyon's share register (Aktienregister) upon deposit with the German custodian under the Deposit Agreement. Please advise whether Halcyon's consent or cooperation is required for the re-registration and the expected timeline for completing the process.
(e) Transfer Restrictions. Please confirm whether Halcyon's Satzung contains any restrictions on the transfer of shares, including any Vinkulierung (restrictions requiring the company's consent for transfer) or other limitations. In addition, please advise whether, to the best of Bähr Stein's knowledge, any shareholder agreement (Aktionärsvereinbarung) or other contractual arrangement exists among the existing shareholders of Halcyon that restricts or conditions the transfer of shares by Rheintal or Kestrel, including any rights of first refusal, tag-along or drag-along rights, or co-sale obligations.
4.3 Selling Shareholder Custody Agreement and Power of Attorney
C&H is in the process of preparing a form of custody agreement and irrevocable power of attorney (collectively, the "Custody Agreement/POA") for execution by each of Rheintal and Kestrel. The Custody Agreement/POA will authorize the appointed custodian to deliver the ordinary shares to the German sub-custodian under the Deposit Agreement, triggering the conversion of the ordinary shares into ADSs for delivery to the underwriters on the closing date. We intend to circulate the draft Custody Agreement/POA to Bähr Stein for review promptly upon completion, and we anticipate doing so no later than the week of February 23, 2026.
We request Bähr Stein's review of the draft Custody Agreement/POA from a German law perspective, with particular attention to the following:
(a) Validity and Enforceability of Irrevocable Power of Attorney. Please advise on the validity and enforceability under German law of an irrevocable power of attorney (unwiderrufliche Vollmacht) granted by each selling shareholder to the custodian for purposes of effecting the deposit of ordinary shares. Please confirm whether irrevocable powers of attorney are recognized and enforceable under German law, and whether there are any limitations on their duration, scope, or revocability.
(b) Notarization or Authentication Requirements. Please advise whether the Custody Agreement/POA must be notarized (notariell beurkundet or notariell beglaubigt) or otherwise authenticated in order to be valid and enforceable under German law. If notarization is required, please advise on the procedural steps and timeline for completing the notarization, including whether notarization may be completed remotely or must be done in person before a German notary (Notar).
(c) Compliance with German Agency Law. Please confirm that the Custody Agreement/POA complies with the German agency law provisions set forth in Sections 164 et seq. of the Bürgerliches Gesetzbuch ("BGB"), including the requirements for valid grant of authority, the scope of the agent's power, and any limitations on self-dealing or conflicts of interest.
In addition, we request Bähr Stein's confirmation with respect to the authority of the individuals who will execute the Custody Agreement/POA on behalf of the respective selling shareholders:
(d) Rheintal — Authority of Margarethe Wendt. Please confirm whether Margarethe Wendt, as Managing Director (Geschäftsführerin) of Rheintal, has the requisite authority to execute the Custody Agreement/POA on behalf of Rheintal without further corporate approvals (e.g., a shareholders' resolution of Rheintal or approval by any supervisory body). If additional approvals are required, please advise on the process and timeline for obtaining them.
(e) Kestrel — Authority of Henrik Sørensen. Kestrel is a Swiss Aktiengesellschaft, and accordingly the authority of Henrik Sørensen (as Managing Partner) to bind Kestrel may be governed by Swiss law. We request Bähr Stein's preliminary views on this question to the extent German law is implicated, and we recommend that Swiss counsel be engaged to provide a confirmation of Sørensen's authority under Swiss corporate law. If Bähr Stein has a relationship with a Swiss law firm that would be suitable for this purpose, we would welcome a recommendation.
4.4 Selling Shareholder Certificates and Representations
The US underwriting agreement (which will be governed by New York law) will require each selling shareholder to deliver a closing certificate at the time of closing confirming, among other things, the accuracy of the representations and warranties made by such selling shareholder in the underwriting agreement, including representations as to (i) valid title to the shares being sold, free and clear of all liens, encumbrances, and restrictions (other than restrictions under applicable securities laws and the lock-up arrangements), (ii) authority to sell such shares and to execute and deliver the underwriting agreement and related transaction documents, and (iii) absence of any conflict with applicable law or contractual obligations.
We request Bähr Stein's assistance in ensuring that the representations to be made by Rheintal and Kestrel regarding title, authority, and absence of encumbrances on their respective shares are accurate and can be confirmed as a matter of German law (with respect to Rheintal) and, to the extent applicable, as a matter of the relevant foreign law (with respect to Kestrel, a Swiss entity). We note that Kestrel's representations will implicate Swiss corporate law, and we recommend that Swiss counsel be engaged to review and confirm Kestrel's representations in that regard. We would appreciate Bähr Stein's coordination in identifying and engaging appropriate Swiss counsel if this has not already been done.
5. Ashgrove Enterprises Delivery Procedures
5.1 Deposit Mechanics
As described above, the ordinary shares sold by the selling shareholders in the secondary component (as well as the newly issued ordinary shares in the primary component) must be deposited with a German custodian bank appointed by Meridian Trust under the Deposit Agreement. Upon deposit, Meridian Trust will issue ADSs in respect of the deposited shares, and the ADSs will be delivered to purchasers in the United States through the facilities of The Depository Trust Company ("DTC") on the closing date.
The target closing and settlement date for the Offering is July 6, 2026 (T+2 from a pricing date of July 1, 2026). Given the cross-border nature of the transaction and the need to coordinate settlement across the Ashgrove Enterprises and DTC systems, the deposit mechanics and settlement logistics are among the most operationally complex elements of the Offering. Early coordination with Bähr Stein on these matters is essential.
5.2 Ashgrove Enterprises Settlement Coordination
We request Bähr Stein's guidance on the Ashgrove Enterprises Banking AG settlement procedures applicable to the Offering, including the following:
(a) Transfer of Selling Shareholder Shares. Please describe the procedures for transferring the selling shareholders' ordinary shares from their current Ashgrove Enterprises accounts (or the accounts of their respective custodian banks) to the Ashgrove Enterprises account of the German sub-custodian appointed under the Deposit Agreement. Please identify any pre-conditions to the transfer, including any matching or confirmation requirements in the Ashgrove Enterprises system.
(b) Delivery of Newly Issued Shares. Please describe the procedures for delivering the newly issued ordinary shares from Halcyon to the German sub-custodian's Ashgrove Enterprises account following effectuation of the capital increase and registration in the Commercial Register. Please confirm the expected timing for the newly issued shares to be credited to the sub-custodian's account and available for conversion into ADSs.
(c) Settlement Timing and Cut-Off Deadlines. Please advise on the settlement timing and cut-off deadlines applicable in the Ashgrove Enterprises system, and how these interact with the US T+2 settlement cycle. In particular, please identify any differences in settlement conventions between the Ashgrove Enterprises system and the DTC system that could give rise to timing mismatches or settlement risk, and any steps that can be taken to mitigate such risks.
(d) Cross-Border Settlement — DVP and FOP Mechanics. Please advise on the mechanics for cross-border settlement between Ashgrove Enterprises (Frankfurt) and DTC (New York), including whether settlement of the ordinary shares into the sub-custodian's account will be effected on a delivery versus payment (DVP) basis or a free of payment (FOP) basis, and the corresponding settlement mechanics on the DTC side for the delivery of ADSs to the underwriters and, ultimately, to purchasers. We understand that the Ashgrove Enterprises-DTC link operates through Ashgrove Enterprises's account at DTC, and we would appreciate Bähr Stein's views on any operational considerations specific to an ADR offering of this nature.
5.3 Sub-Custodian Appointment
C&H and Meridian Trust are in the process of finalizing the Deposit Agreement, which will include provisions for the appointment of a German sub-custodian to hold the ordinary shares underlying the ADSs on behalf of the Depositary. The identity of the sub-custodian has not yet been finalized, and we anticipate that Meridian Trust will appoint one of the major German custodian banks (such as Adriatic Trust Bank, Dunmore Bancorp, or a similar institution) for this purpose.
We request Bähr Stein's assistance with the following:
(a) German Regulatory Requirements. Please advise on any German regulatory requirements or BaFin notifications associated with the appointment of a German sub-custodian under the Deposit Agreement, including any licensing or registration requirements applicable to the sub-custodian.
(b) Coordination with Halcyon's Banking Relationships. We request that Bähr Stein coordinate with Halcyon's existing bank relationships regarding the identity and appointment of the sub-custodian. If Halcyon has a preference or existing relationship with a particular custodian bank, we would appreciate learning of this at an early stage so that it can be taken into account in the Deposit Agreement negotiations.
6. Lock-Up Considerations for Selling Shareholders
Under the terms of the underwriting agreement, each of Rheintal and Kestrel will be required to execute a 180-day lock-up letter (the "Lock-Up Letter") in favor of Westbridge Securities LLC ("Westbridge"), acting in its capacity as lead bookrunner and representative of the underwriting syndicate. Our primary contact at Westbridge is Jonathan Hartwell, Managing Director, Global Equity Capital Markets, located at 383 Madison Avenue, New York, New York 10179.
The lock-up period will commence on the date of pricing (target: July 1, 2026) and will expire 180 days thereafter (target: December 28, 2026). During the lock-up period, each selling shareholder will be restricted from, among other things: (i) offering, pledging, selling, contracting to sell, or otherwise disposing of any ordinary shares or ADSs (or any securities convertible into or exchangeable or exercisable for ordinary shares or ADSs); (ii) entering into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ordinary shares or ADSs; and (iii) engaging in any hedging or other transaction designed to or reasonably expected to lead to or result in a sale or disposition of ordinary shares or ADSs, whether any such transaction is to be settled by delivery of ordinary shares, ADSs, or other securities, in cash, or otherwise. The lock-up will be subject to customary exceptions, including exceptions for transfers to affiliates (subject to the transferee entering into a lock-up letter on substantially similar terms), bona fide gifts, and certain estate planning transactions.
Following the Offering, Rheintal will retain approximately 39,445,000 ordinary shares and Kestrel will retain approximately 16,555,000 ordinary shares, all of which will be subject to the lock-up restrictions described above.
We intend to circulate a draft form of the Lock-Up Letter to Bähr Stein for review and request the following:
(a) German Law Enforceability. Please review the Lock-Up Letter from a German law enforceability perspective and advise on any provisions that may be unenforceable or require modification to be effective under German law. In particular, please address whether the contractual restrictions on transfer and hedging are enforceable against Rheintal (as a German GmbH) and, to the extent Bähr Stein is able to advise, against Kestrel (as a Swiss AG).
(b) Interaction with German Securities Law. Please advise on any interaction between the lock-up restrictions and German securities law, including the Market Abuse Regulation (Regulation (EU) No. 596/2014, "MAR") and its implementing provisions under German law. In particular, please flag any issues arising from the interaction of the lock-up period with insider trading restrictions, the prohibition on market manipulation, and the rules governing directors' dealings and persons discharging managerial responsibilities ("PDMRs") and their closely associated persons.
7. Related-Party Transaction Disclosure — Rheintal / Wendt Family
Because Rheintal is a Wendt family holding company — and its Managing Director, Margarethe Wendt, is the sister of Dr. Friedrich Wendt, who serves as the Chief Executive Officer (Vorstandsvorsitzender) of Halcyon — the Registration Statement will be required to include detailed disclosure of related-party transactions pursuant to Item 7.B of Form 20-F (which is incorporated by reference into Form F-1). The SEC and US investors pay particularly close attention to related-party transaction disclosure, and any omission or inaccuracy in this area can give rise to significant liability under the Securities Act and the Securities Exchange Act of 1934.
We request Bähr Stein's assistance in preparing a comprehensive summary of all transactions and relationships between Halcyon and Rheintal, and between Halcyon and any members of the Wendt family (including Dr. Friedrich Wendt, Margarethe Wendt, and any other family members who have or have had a direct or indirect relationship with Halcyon), for inclusion in the prospectus forming part of the Registration Statement. This request covers, without limitation:
(a) any management fees, advisory fees, or service agreements between Halcyon and Rheintal or any Wendt family member;
(b) any consulting arrangements, employment agreements, or compensation arrangements involving Wendt family members;
(c) any shared services agreements, including shared office space, administrative support, IT infrastructure, or similar arrangements;
(d) any real property leases or licenses between Halcyon and Rheintal, any Wendt family member, or any entity controlled by or affiliated with the Wendt family;
(e) any intercompany loans, guarantees, or other financial accommodations;
(f) any supply agreements, purchase agreements, or other commercial contracts;
(g) any intellectual property licenses or assignments; and
(h) any other transactions or relationships that would be required to be disclosed under Item 7.B of Form 20-F or that, in Bähr Stein's judgment, should be disclosed in the interests of completeness and transparency.
C&H is separately preparing a due diligence memorandum on related-party transactions based on our review of Halcyon's corporate records and the responses to the due diligence request list. We will coordinate with Bähr Stein's findings to ensure that the disclosure in the Registration Statement is complete and accurate.
8. German Securities Regulatory Matters
8.1 BaFin and MAR Notifications
We request Bähr Stein's assessment of whether any notifications to the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin") are required in connection with the selling shareholders' participation in the US Offering. This includes, without limitation, any notifications that may be triggered by the secondary sale of shares by Rheintal and Kestrel, the issuance of new shares by Halcyon, or the establishment of the Level III ADR program and the Nasdaq listing.
In addition, we request Bähr Stein's analysis of the Market Abuse Regulation (MAR) considerations applicable to the Offering, including:
(a) Insider Dealing. The prevention of insider dealing in Halcyon securities (both on the Frankfurt Stock Exchange and, following the Nasdaq listing, on Nasdaq) during the offering process. This includes the establishment of insider lists and the management of inside information in connection with the Offering.
(b) Market Manipulation. Any restrictions on market activities by Halcyon, the selling shareholders, or the underwriters during the offering period that may constitute market manipulation under MAR, and the coordination of any stabilization activities with the applicable safe harbor provisions.
(c) Disclosure of Inside Information. The obligations of Halcyon under Article 17 MAR with respect to the disclosure of inside information, including the timing of the public announcement of the Offering and the potential use of delayed disclosure under Article 17(4) MAR.
(d) Quiet Period Coordination. The coordination of quiet periods between the Frankfurt and Nasdaq listings, taking into account both the MAR requirements and the SEC's guidance on gun-jumping and pre-filing communications.
We also request Bähr Stein's analysis of the major shareholding notification requirements under the Wertpapierhandelsgesetz ("WpHG"), Sections 33 et seq., that may be triggered by the change in Rheintal's and Kestrel's respective shareholdings following the Offering:
(e) Rheintal. Rheintal's shareholding will decrease from approximately 22.3% to approximately 16.1%, thereby crossing below the 20% notification threshold. Please confirm the notification requirements, including the deadline for filing, the form of notification, and the addressee (BaFin and/or the issuer).
(f) Kestrel. Kestrel's shareholding will decrease from approximately 9.7% to approximately 6.8%, thereby crossing below the 10% notification threshold (if applicable; please confirm whether the 10% threshold applies to Kestrel given its status as a Swiss entity). Please provide the same confirmation regarding notification requirements.
8.2 Frankfurt Stock Exchange Considerations
Halcyon will maintain its listing on the Frankfurt Stock Exchange (Prime Standard segment) concurrently with the Nasdaq listing. We request Bähr Stein's confirmation and guidance on the following:
(a) Dual Listing Regulatory Compliance. Please confirm that the concurrent listing on the Frankfurt Stock Exchange and the Nasdaq Global Select Market does not create any regulatory conflicts or additional obligations under the listing rules of the Frankfurt Stock Exchange or the rules of Deutsche Börse AG. If additional obligations exist, please describe them and advise on the steps necessary for compliance.
(b) Deutsche Börse Notifications. Please advise on any notifications to Deutsche Börse AG that may be required in connection with the secondary sale of ordinary shares by major shareholders in the context of the Offering, and any notifications that may be required in connection with the capital increase and the issuance of new shares.
9. Selling Shareholder Questionnaire
C&H has prepared a form of selling shareholder questionnaire (the "Questionnaire") requesting information from each of Rheintal and Kestrel regarding, among other things, beneficial ownership of Halcyon securities, affiliations with FINRA member firms, material relationships with Halcyon and its officers and directors, and other information required for US prospectus disclosure and for filings with the Financial Industry Regulatory Authority ("FINRA") in connection with the Offering. The Questionnaire is being finalized and will be circulated to Bähr Stein under separate cover.
We request Bähr Stein's assistance in distributing the Questionnaire to Rheintal (to the attention of Margarethe Wendt, Managing Director) and in coordinating the completion of the Questionnaire by Kestrel (to the attention of Henrik Sørensen, Managing Partner). With respect to Kestrel, given its organization under Swiss law, certain questions in the Questionnaire may require coordination with Swiss counsel, and we request Bähr Stein's assistance in facilitating this coordination.
It is important that the completed Questionnaires be returned sufficiently in advance of the confidential submission target date of April 14, 2026 to allow incorporation of the selling shareholder information into the Form F-1 drafts. We will provide a specific response deadline when we circulate the Questionnaires, but we ask Bähr Stein to advise the selling shareholders at this stage that the responses will be required on a timeline consistent with the April 14 target.
10. Request for German Law Opinion at Closing
At the closing of the Offering (target: July 6, 2026), the underwriters will require the delivery of a German law opinion from Bähr Stein as a condition to closing. The opinion will be addressed to the underwriters and will be prepared in consultation with the underwriters' German counsel, Prumvane Thornton LLP, Frankfurt office, located at Neue Mainzer Straße 52, 60311 Frankfurt am Main, Germany (contact: Dr. Stefan Braun, Partner).
We anticipate that the German law opinion will cover, among other matters:
(a) the valid corporate existence and good standing (ordnungsgemäße Gründung und Bestehen) of Halcyon as an Aktiengesellschaft under the laws of Germany;
(b) the due authorization and valid issuance of the 30,000,000 new ordinary shares in the primary component of the Offering, including confirmation that the new shares are fully paid and non-assessable (voll eingezahlt und nicht nachschusspflichtig);
(c) the valid exclusion of pre-emptive rights (Bezugsrechtsausschluss) in connection with the issuance of the new ordinary shares;
(d) valid title to the ordinary shares being sold by the selling shareholders, free and clear of all liens, encumbrances, and restrictions (other than restrictions arising under applicable securities laws and the lock-up arrangements);
(e) the enforceability of material transaction documents governed by German law, including any German-law-governed provisions of the underwriting agreement, the Deposit Agreement, and the Custody Agreements/POAs; and
(f) such other matters of German law as the underwriters and their counsel may reasonably request.
We request that Bähr Stein begin preparing an outline of the German law opinion and circulate it to C&H and to Prumvane Thornton (as underwriters' German counsel) for review and comment. The scope of the opinion should be coordinated with Prumvane Thornton, and we have proposed scheduling a discussion during the all-parties drafting session on March 23–24, 2026 (as described in Section 12 below) to align on the scope and form of the opinion at an early stage.
11. Deliverables and Timeline Summary
For ease of reference, we set forth below a summary table of the deliverables requested from Bähr Stein in this letter, together with proposed deadlines. We recognize that certain of these deadlines may require adjustment as the Offering process unfolds, and we are prepared to discuss any concerns regarding timing.
We ask that Bähr Stein confirm receipt of this letter and its ability to meet the proposed deadlines, or advise us promptly of any deliverables for which the timeline is not feasible.
12. Coordination and Communication
Primary Contacts at C&H
The primary contacts at Calderwood & Harkness LLP for the selling shareholder coordination and related matters described in this letter are as follows:
Claire Dempsey — Lead Associate, Capital Markets Calderwood & Harkness LLP One Liberty Plaza, 42nd Floor New York, New York 10006 Telephone: +1 (212) 558-4217
Email: cdempsey@calderwoodharkness.com
Lead on selling shareholder coordination, underwriting agreement, and F-1 Registration Statement.
Audrey Zhou — Working Associate, Capital Markets Calderwood & Harkness LLP One Liberty Plaza, 42nd Floor New York, New York 10006 Telephone: +1 (212) 558-4883
Email: azhou@calderwoodharkness.com
Supporting on Deposit Agreement and coordination.
Vivienne St. Claire — Responsible Partner, Capital Markets Calderwood & Harkness LLP One Liberty Plaza, 42nd Floor New York, New York 10006 Telephone: +1 (212) 558-3100
Email: vstclaire@calderwoodharkness.com
Available for escalation and partner-level discussions.
Primary Contacts at Bähr Stein
We understand that Dr. Christoph Maurelban and Johanna Weiß are the key contacts at Bähr Stein for this engagement. We request that Bähr Stein formally designate a primary contact for selling shareholder coordination and confirm the appropriate communication channels (including any preferences regarding the use of secure email or encrypted file-sharing platforms for the exchange of confidential documents).
All-Parties Drafting Session
An all-parties drafting session has been scheduled for March 23–24, 2026. Selling shareholder matters, including the topics addressed in this letter, will be a significant item on the agenda. We respectfully request Bähr Stein's attendance at the drafting session, either in person or by video conference. A detailed agenda will be circulated in advance.
Coordination with Underwriters' Counsel
We note that C&H is coordinating with Varen & Kessler LLP as US counsel to the underwriting syndicate led by Westbridge Securities LLC. The key contacts at Varen & Kessler are:
Martin Ashford — Partner Priya Ranganathan — Senior Associate Varen & Kessler LLP 51 West 52nd Street New York, New York 10019
In addition, as noted in Section 10, the underwriters' German counsel is Prumvane Thornton LLP, Frankfurt office (contact: Dr. Stefan Braun, Partner). Any German law issues raised by Varen & Kessler or Prumvane Thornton in connection with the selling shareholders or the matters discussed in this letter should be promptly flagged to C&H so that we can ensure consistent and coordinated responses.
13. Confidentiality
This letter and all communications regarding the prospective Offering are confidential and are subject to the confidentiality provisions of Halcyon's engagements with Calderwood & Harkness LLP and Bähr Stein, respectively. No public disclosure of the Offering or any related matters should be made until the public filing of the Registration Statement with the SEC, which is currently targeted for June 8, 2026. Prior to such date, the Registration Statement will be submitted to the SEC on a confidential basis (with the initial confidential submission targeted for April 14, 2026, as noted above). We ask that Bähr Stein and all personnel with access to this letter and related materials exercise the utmost care to preserve the confidentiality of the Offering and to comply with all applicable insider trading and market abuse regulations.
We thank you and your team for your cooperation and look forward to working closely with Bähr Stein on the matters described herein. Given the tight timeline and the number of workstreams that must proceed in parallel, early coordination will be essential to ensuring a smooth and successful Offering process. We would welcome the opportunity to schedule a call at your earliest convenience — ideally during the week of February 2, 2026 — to discuss the matters raised in this letter and to establish a regular cadence of communication going forward.
Please do not hesitate to reach out to any of the undersigned with any questions or if further clarification is needed on any of the items discussed above.
With kind regards,
CALDERWOOD & HARKNESS LLP
By: ________
Claire Dempsey Lead Associate, Capital Markets
Reviewed by:
________________________________________
Vivienne St. Claire Partner, Capital Markets
cc:
Vivienne St. Claire, Calderwood & Harkness LLP Robert Adeyemi, Calderwood & Harkness LLP Audrey Zhou, Calderwood & Harkness LLP Wilhelm Ostermann, General Counsel, Halcyon Semiconductor Aktiengesellschaft Johanna Weiß, Bähr Stein Rechtsanwälte Partnerschaftsgesellschaft mbB
Enclosures (to follow under separate cover):
1. Draft Selling Shareholder Questionnaire — Form
2. Draft Custody Agreement / Power of Attorney — Form
3. Draft Lock-Up Agreement — Form of Selling Shareholder Lock-Up Letter
4. Preliminary Offering Timeline (Master Timeline and Responsibility Chart — excerpt)
Shares
Pre-offering shares outstanding | 215,000,000
New ordinary shares to be issued in the primary component | 30,000,000
Post-offering shares outstanding | 245,000,000
Deliverable | Requested By
Confirmation of authorized capital (genehmigtes Kapital) sufficiency for issuance of 30,000,000 new ordinary shares | February 14, 2026
Draft Vorstand and Aufsichtsrat resolutions (capital increase, Bezugsrechtsausschluss) | February 28, 2026
Confirmation of share form (Inhaberaktien / Namensaktien) and transfer mechanics | February 14, 2026
Review of draft Custody Agreement / Power of Attorney (to be circulated by C&H) | March 7, 2026
Related-party transaction summary (Rheintal / Wendt family) | March 7, 2026
Ashgrove Enterprises delivery procedure guidance | March 7, 2026
BaFin / MAR notification analysis | March 14, 2026
Major shareholding notification analysis (WpHG Sections 33 et seq.) | March 14, 2026
Distribution of selling shareholder questionnaires to Rheintal and Kestrel | Upon receipt from C&H
Draft German law opinion outline | March 21, 2026
Coordination with Prumvane Thornton LLP on opinion scope | March 23–24, 2026 (all-parties drafting session)

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