DRAFT — IRS FORM W-8BEN-E

DRAFT — IRS FORM W-8BEN-E
Certificate of Status of Beneficial Owner for United States Tax Withholding and Reporting (Entities)
Prepared for Halcyon Semiconductor Aktiengesellschaft
January 2026
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
Prepared by:
Leonard Cross Specialist Partner, Tax Calderwood & Harkness LLP One Liberty Plaza, 45th Floor New York, New York 10006 Direct: +1 (212) 558-4400
Email: lcross@calderwoodharkness.com
Prepared for:
Halcyon Semiconductor Aktiengesellschaft Maximilianstraße 72 80539 Munich (München), Germany
In Connection With:
The Level III American Depositary Receipt ("ADR") Initial Public Offering of Halcyon Semiconductor AG on the Nasdaq Global Select Market and ongoing United States withholding tax documentation requirements for Halcyon Semiconductor AG as a foreign entity receiving US-source income.
Matter Number: 1032-00003
NOTICE: This document is a DRAFT prepared FOR DISCUSSION PURPOSES ONLY. It does not constitute an executed IRS Form W-8BEN-E and may not be submitted to any withholding agent in its current form. This draft is to be reviewed by Halcyon's General Counsel (Wilhelm Ostermann) and German counsel at Bähr Stein Rechtsanwälte (Dr. Christoph Maurelban) before execution. Upon finalization and execution, the completed form will be provided to Meridian Trust Company, N.A. as Depositary and to applicable US withholding agents in connection with the ADR program and intercompany payment arrangements.
Reference Form: IRS Form W-8BEN-E (Rev. October 2021), Certificate of Status of Beneficial Owner for United States Tax Withholding and Reporting (Entities), as published by the Internal Revenue Service, Department of the Treasury.
General Instruction Note: Pursuant to IRS instructions, this form must be signed by an authorized representative of the entity identified on Line 1. The form is generally valid for a period beginning on the date the form is signed and ending on the last day of the third succeeding calendar year, unless a change in circumstances makes any information on the form incorrect, in which event a new form must be submitted. Accordingly, if this form is executed in 2026, it will remain valid through December 31, 2029, absent a change in circumstances requiring earlier replacement.
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PART I — IDENTIFICATION OF BENEFICIAL OWNER
This Part I sets forth the identifying information for the entity that is the beneficial owner of the income to which this Form W-8BEN-E relates. The information below has been compiled based on Halcyon Semiconductor AG's corporate records, public filings with the Frankfurt Stock Exchange and the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin), and information provided by Halcyon's General Counsel, Wilhelm Ostermann, and German counsel at Bähr Stein Rechtsanwälte.
Line 1 — Name of Organization That Is the Beneficial Owner
Halcyon Semiconductor Aktiengesellschaft
The full legal name of the entity as registered with the Handelsregister (Commercial Register) at the Amtsgericht München is "Halcyon Semiconductor Aktiengesellschaft." This is the name that should appear on Line 1 of the executed Form W-8BEN-E. No trade names, abbreviations, or "doing business as" designations should be used on this line. While Halcyon is commonly referred to as "Halcyon Semiconductor AG" or simply "Halcyon" in informal communications and certain marketing materials, the full legal name including the "Aktiengesellschaft" designation must be used for purposes of this form to ensure consistency with the entity's organizational documents, its registration with German tax authorities, and the records of US withholding agents.
Line 2 — Country of Incorporation or Organization
Germany (Federal Republic of Germany)
Halcyon Semiconductor Aktiengesellschaft was incorporated under the laws of the Federal Republic of Germany. The entity was originally founded in 1997 and is organized as an Aktiengesellschaft (stock corporation) under the German Stock Corporation Act (Aktiengesetz, AktG). The country of incorporation is Germany, and this designation should be entered on Line 2 of the form.
Line 3 — Name of Disregarded Entity Receiving the Payment (if applicable)
Not Applicable
Line 3 is left blank. Halcyon Semiconductor AG is itself the beneficial owner of the income to which this form relates. There is no disregarded entity in the payment chain between the US withholding agent(s) and Halcyon AG.
It is important to note that Halcyon's subsidiaries, including Halcyon Semiconductor USA Inc. (a Delaware corporation), are not disregarded entities for US federal income tax purposes. Each subsidiary is a separate legal entity and a separate taxpayer. Halcyon Semiconductor USA Inc., in particular, holds its own US Employer Identification Number (EIN: 84-3927561) and files its own US federal income tax returns as a domestic corporation. No disregarded entity election has been made under Treasury Regulation §301.7701-3 with respect to any entity in the chain of payments to Halcyon AG.
Line 4 — Chapter 3 Status (Entity Type)
Check: "Corporation"
Halcyon Semiconductor AG is classified as a corporation for US federal income tax purposes. This classification is not elective. Under Treasury Regulation §301.7701-2(b)(8)(i), a German Aktiengesellschaft is included on the "per se" entity list — that is, the list of foreign entities that are always classified as corporations for US federal income tax purposes, regardless of any other characteristics of the entity. Because Halcyon is on the per se list, no entity classification election on IRS Form 8832 is required or permitted. The entity is automatically and irrevocably treated as a corporation.
This classification is consistent with Halcyon's organizational structure under German law, where an Aktiengesellschaft is a stock corporation with share capital divided into shares (Aktien), governed by a management board (Vorstand) and a supervisory board (Aufsichtsrat), and subject to the requirements of the German Stock Corporation Act (Aktiengesetz).
A detailed supporting analysis of Halcyon's entity classification is set forth in Appendix A to this memorandum.
Line 5 — Chapter 4 (FATCA) Status
Check: "Active NFFE" (Active Non-Financial Foreign Entity)
For purposes of Chapter 4 of the Internal Revenue Code (the Foreign Account Tax Compliance Act, or "FATCA"), Halcyon Semiconductor AG's status is that of an Active Non-Financial Foreign Entity ("Active NFFE") as defined in Treasury Regulation §1.1472-1(c)(1)(iv).
Basis for Active NFFE Classification
Halcyon Semiconductor AG is not a Financial Institution within the meaning of FATCA. Specifically, Halcyon does not:
•  Accept deposits in the ordinary course of a banking or similar business;
•  Hold, as a substantial portion of its business, financial assets for the account of others;
•  Engage primarily in the business of investing, reinvesting, or trading in securities, partnership interests, commodities, or any interest in such instruments; or
•  Function as a specified insurance company writing certain cash-value insurance or annuity contracts.
Halcyon is engaged in the active conduct of a trade or business, specifically the design, manufacture, and sale of semiconductor products and integrated circuits. The Active NFFE classification requires that:
1.  Less than 50% of the entity's gross income for the preceding calendar year is passive income; and
2.  Less than 50% of the weighted average percentage of assets held by the entity during the preceding calendar year are assets that produce or are held for the production of passive income.
Both tests are comfortably satisfied. For the fiscal year ended December 31, 2025:
•  Revenue from active semiconductor sales: €3,820 million. This revenue is virtually entirely derived from the sale of semiconductor products, including advanced logic chips, analog and mixed-signal ICs, power management solutions, and automotive-grade semiconductor components. This constitutes active business income, not passive income.
•  Passive income: Halcyon's passive income — consisting primarily of interest earned on its cash and cash equivalents and short-term investment portfolio — is immaterial relative to total revenue. Even generously estimating interest income on cash and equivalents of approximately €740 million at prevailing European money market rates, the resulting interest income would represent a negligible fraction of the €3,820 million in total revenue, falling well below the 50% threshold.
•  Asset composition: Total assets as of December 31, 2025 were approximately €7,450 million. Cash and cash equivalents of approximately €740 million represent approximately 9.9% of total assets. The vast majority of Halcyon's assets consist of semiconductor fabrication facilities ("fabs"), manufacturing equipment, intellectual property, inventory, and trade receivables — all of which are active business assets, not passive income-producing assets. The passive asset ratio is well below the 50% threshold.
Alternative FATCA Statuses Considered and Rejected
In preparing this draft, the following alternative FATCA classifications were considered and determined to be inapplicable:
•  Passive NFFE: This classification is inapplicable because Halcyon clearly satisfies the active business exception. Halcyon does not have passive income or passive assets approaching the 50% thresholds.
•  Financial Institution: Halcyon does not meet the definition of a Financial Institution under Treasury Regulation §1.1471-5(e). It does not accept deposits, hold financial assets for the account of others, or engage primarily in investing, reinvesting, or trading in securities or other financial instruments. Halcyon's core business is semiconductor design and manufacturing, which is a non-financial commercial enterprise.
•  Exempt Beneficial Owner: This category applies to foreign governments, international organizations, foreign central banks of issue, and certain other sovereign or quasi-sovereign entities. Halcyon is a privately controlled stock corporation and does not qualify for any Exempt Beneficial Owner classification.
•  Non-reporting IGA FFI: Although Germany has entered into a Model 1 Intergovernmental Agreement (IGA) with the United States for purposes of implementing FATCA, the Non-reporting IGA FFI classification is relevant only to entities that are "financial institutions" under the IGA. Since Halcyon is not a financial institution, this category is inapplicable.
•  Publicly Traded NFFE: As discussed further in Part XXI below, Halcyon may alternatively qualify as a "Publicly Traded NFFE" because its ordinary shares (Stammaktien) are regularly traded on the Frankfurt Stock Exchange (FRA: HCY), Prime Standard segment. However, as discussed in the recommendation below, we recommend claiming Active NFFE status as the primary FATCA classification, with Publicly Traded NFFE as an available alternative.
A detailed supporting analysis of the Active NFFE determination is set forth in Appendix A to this memorandum.
Line 6 — Permanent Residence Address
The permanent residence address of Halcyon Semiconductor AG is its principal office and registered address in Munich, Germany:
This address corresponds to Halcyon's corporate headquarters and the seat of its management board (Vorstand) and supervisory board (Aufsichtsrat). It is the address registered with the Handelsregister at the Amtsgericht München and the address at which Halcyon is tax-resident for purposes of German domestic tax law and the US-Germany Income Tax Treaty.
Line 7 — Mailing Address (if Different from Line 6)
Same as Line 6
Halcyon's mailing address is the same as its permanent residence address set forth on Line 6. Line 7 may be left blank or marked "Same as above."
Line 8 — U.S. Taxpayer Identification Number (TIN)
To be confirmed — see action item below.
As of the date of this draft, it has not been confirmed whether Halcyon Semiconductor AG has previously obtained a United States Employer Identification Number ("EIN") in its own name. It is critical to distinguish between the EIN of the parent entity, Halcyon Semiconductor AG, and the EIN of its US subsidiary, Halcyon Semiconductor USA Inc. (EIN: 84-3927561). The subsidiary's EIN is not the parent's EIN and must not be used on this form.
Pursuant to the instructions to Form W-8BEN-E, a US TIN is generally required if the entity is claiming benefits under an income tax treaty (as Halcyon intends to do under Part III of the form). While certain narrow exceptions exist (for example, for certain income types including dividends and interest from actively traded obligations), the safest and most administratively efficient approach is to ensure that Halcyon AG holds its own US EIN prior to execution of this form.
ACTION ITEM: Leonard Cross and Wilhelm Ostermann to confirm whether Halcyon Semiconductor AG has previously obtained a US EIN. If no EIN has been obtained, an application on IRS Form SS-4 (Application for Employer Identification Number) must be filed with the Internal Revenue Service. This can be done by telephone (for immediate issuance), by fax (with approximately four business day turnaround), or by mail. Given the timeline for the ADR IPO, we recommend filing by telephone to obtain the EIN expeditiously. The form should be filed well in advance of the targeted execution date so that the EIN can be inserted on Line 8 prior to delivery of the W-8BEN-E to Meridian Trust Company, N.A.
Drafting Note: Line 8 is left blank in this draft pending confirmation. The EIN will be inserted upon receipt.
Line 9a — GIIN (Global Intermediary Identification Number)
Not Applicable
Halcyon Semiconductor AG does not have, and is not required to have, a GIIN. A GIIN is assigned by the IRS to entities that register as financial institutions under FATCA. Since Halcyon's FATCA status is Active NFFE (a non-financial entity), it is not required to register with the IRS under FATCA and does not hold a GIIN. Line 9a should be left blank.
Line 9b — Foreign TIN
To be confirmed and inserted by Halcyon / Bähr Stein Rechtsanwälte.
Line 9b requires the entity's foreign tax identifying number. For Halcyon Semiconductor AG, this is the German tax identification number (Steuernummer) issued by the Finanzamt München (Munich Tax Office). Under the instructions to Form W-8BEN-E, a foreign TIN is required to be provided if the entity is claiming treaty benefits (as Halcyon intends to do under Part III), unless the entity's country of tax residence does not issue tax identifying numbers.
Germany does issue tax identification numbers to corporate taxpayers, and Halcyon, as a German-resident corporation, will have been assigned a Steuernummer by the Finanzamt München. This number must be obtained from Halcyon's German tax records or from Bähr Stein Rechtsanwälte (Dr. Christoph Maurelban or Johanna Weiß) and inserted on Line 9b prior to execution.
ACTION ITEM: Obtain Halcyon's German Steuernummer from Bähr Stein Rechtsanwälte for insertion on Line 9b. Coordinate with Dr. Christoph Maurelban and Johanna Weiß.
Line 10 — Reference Number(s)
Optional
Line 10 permits the beneficial owner to provide reference numbers for the withholding agent's records. While not required, it is recommended to insert a reference to facilitate identification and filing by Meridian Trust Company, N.A. and any other withholding agents.
Suggested Entry:
"Halcyon Semiconductor AG — Level III ADR Program / Deposit Agreement with Meridian Trust Company, N.A."
This reference will assist the Depositary and other withholding agents in associating the form with the correct account and payment streams.
PART II — DISREGARDED ENTITY OR BRANCH RECEIVING PAYMENT (IF APPLICABLE)
Not Applicable — All Lines in Part II to Be Left Blank
Part II applies where a payment is made to a disregarded entity or branch of the entity identified in Part I. This is not the case for Halcyon Semiconductor AG. Halcyon AG is the direct beneficial owner of the income to which this form relates, and no payment is being routed through a disregarded entity or branch.
All lines in Part II (Lines 11 through 13) should be left blank on the executed form.
Clarification Regarding the ADR Structure
It is important to note that payments of dividends on the ordinary shares underlying Halcyon's American Depositary Shares ("ADSs") will flow through Meridian Trust Company, N.A. as Depositary under the Deposit Agreement. However, the Depositary is not a disregarded entity or branch of Halcyon. The Depositary is an independent US financial institution acting in a fiduciary capacity under the Deposit Agreement.
Moreover, this Form W-8BEN-E is being prepared for Halcyon AG itself — as an entity that may receive US-source payments in its own right (for example, intercompany dividend distributions from Halcyon Semiconductor USA Inc., royalty payments under intercompany technology license agreements, management fees, or other US-source income). This form is not the withholding documentation for ADS holders claiming reduced withholding rates on dividend distributions flowing through the ADR structure.
Note for the Engagement Team
Separate W-8BEN or W-8BEN-E forms will be needed from individual and institutional ADS holders who wish to claim treaty benefits on dividend distributions received through the ADR structure. The withholding documentation framework for ADS holders is addressed in separate companion memoranda, specifically the Memorandum on Treaty Benefit Certification Procedures for US ADS Holders and the Memorandum on Qualified Intermediary (QI) Analysis for Meridian Trust Company, N.A. Those memoranda are being prepared concurrently with this form and should be cross-referenced for a complete picture of the withholding documentation requirements for the ADR program.
PART III — CLAIM OF TAX TREATY BENEFITS (IF APPLICABLE)
Part III is to be completed by entities claiming a reduced rate of, or exemption from, US withholding tax under an applicable income tax treaty between the United States and the entity's country of tax residence. Halcyon Semiconductor AG intends to claim treaty benefits under the Convention Between the United States of America and the Federal Republic of Germany for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital and to Certain Other Taxes (the "US-Germany Income Tax Treaty" or the "Treaty").
Line 14a — Country of Residence for Tax Treaty Purposes
Germany
Halcyon Semiconductor AG is a tax resident of the Federal Republic of Germany for purposes of the US-Germany Income Tax Treaty. Halcyon is incorporated and organized under German law, has its registered office (Sitz) in Munich, Germany, and has its place of effective management (Ort der Geschäftsleitung) in Munich, Germany. The management board (Vorstand) conducts its day-to-day management of the company from its headquarters at Maximilianstraße 72, Munich.
Under Article 4 of the US-Germany Income Tax Treaty, a "resident" of Germany means any person who, under the laws of Germany, is liable to tax therein by reason of domicile, residence, place of management, place of incorporation, or any other criterion of a similar nature. Halcyon meets this definition as a German corporation with its place of management in Germany, subject to unlimited tax liability (unbeschränkte Steuerpflicht) in Germany.
Line 14b — Treaty Claim Provisions
Check the box: "The beneficial owner is a resident of Germany within the meaning of the income tax treaty between the United States and that country."
The applicable treaty is the Convention Between the United States of America and the Federal Republic of Germany for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital and to Certain Other Taxes, signed on August 29, 1989, as amended by the Protocol signed on June 1, 2006 (the "US-Germany Income Tax Treaty").
Halcyon Semiconductor AG certifies that it is a resident of Germany within the meaning of Article 4 of the Treaty, and that it is the beneficial owner of the income to which this form relates.
Line 14c — Special Rates and Conditions
Line 14c requires specification of the article and paragraph of the Treaty under which the entity is claiming a reduced rate, the type of income, and the rate of withholding claimed. The applicable treaty provisions and rates will depend on the nature of the US-source income received by Halcyon AG. The most likely categories of US-source income are analyzed below:
Dividends — Article 10 of the US-Germany Income Tax Treaty
Halcyon Semiconductor AG may receive dividend distributions from its wholly-owned US subsidiary, Halcyon Semiconductor USA Inc. Under Article 10(2) of the Treaty, dividends paid by a US company to a German resident company may be subject to reduced withholding tax rates:
•  Article 10(2)(a) — 5% rate: If the beneficial owner is a company that directly holds at least 10% of the voting stock of the company paying the dividends, the maximum rate of withholding tax is 5%. Because Halcyon Semiconductor AG owns 100% of the outstanding stock of Halcyon Semiconductor USA Inc., Halcyon AG clearly satisfies the 10% ownership threshold, and the 5% treaty rate applies to any dividend distributions from the US subsidiary to the German parent.
•  Article 10(2)(b) — 15% rate: For portfolio dividends (i.e., where the beneficial owner holds less than 10% of the voting stock), the maximum rate of withholding tax is 15%. This rate is not relevant for dividends from Halcyon Semiconductor USA Inc. to Halcyon AG (given the 100% ownership), but may be relevant for other US-source dividend income, if any, received by Halcyon AG.
In the context of the ADR program itself, Halcyon AG is the issuer of the underlying ordinary shares, not typically a recipient of US-source dividends. The dividends flow from Halcyon AG to the Depositary and then to ADS holders — not from a US entity to Halcyon AG. However, this form will also serve to document Halcyon AG's treaty entitlement with respect to intercompany payments from its US subsidiary.
Entry for Line 14c (if claiming treaty benefits on dividends from US subsidiary):
Interest — Article 11 of the US-Germany Income Tax Treaty
If Halcyon AG receives interest payments from US sources (for example, intercompany loans from Halcyon Semiconductor USA Inc., or interest on US-issued debt instruments), Article 11 of the Treaty may provide for reduced or zero withholding.
Under Article 11(1) of the Treaty, interest arising in the United States and beneficially owned by a resident of Germany may be taxed only in Germany — effectively providing a 0% US withholding rate on interest, provided the interest is beneficially owned by the German resident and is not attributable to a permanent establishment in the United States.
Entry for Line 14c (if claiming treaty benefits on interest):
Royalties — Article 12 of the US-Germany Income Tax Treaty
If Halcyon AG receives royalty payments from Halcyon Semiconductor USA Inc. (for example, under intercompany technology license agreements for the use of semiconductor IP, design methodologies, or proprietary manufacturing processes), Article 12 of the Treaty may apply.
Under Article 12(1) of the Treaty, royalties arising in the United States and beneficially owned by a resident of Germany may be taxed only in Germany — effectively providing a 0% US withholding rate on royalties, subject to the same conditions regarding beneficial ownership and the absence of a US permanent establishment.
Entry for Line 14c (if claiming treaty benefits on royalties):
Drafting Note: The specific types of income for which treaty benefits are being claimed should be confirmed based on the actual and anticipated payment flows between Halcyon AG and US payors, including but not limited to Halcyon Semiconductor USA Inc. If multiple types of income are at issue, multiple entries on Line 14c may be necessary, or separate Forms W-8BEN-E may be prepared for different withholding agents and income types.
Line 15 — Limitation on Benefits (LOB)
Article 28 of the US-Germany Income Tax Treaty contains a comprehensive Limitation on Benefits ("LOB") provision designed to prevent "treaty shopping" — that is, the use of the Treaty by entities that lack a genuine economic connection to Germany. To claim treaty benefits, Halcyon must satisfy at least one of the LOB tests set forth in Article 28.
Recommended LOB Provision: Publicly Traded Company Test
Check: "Company with a class of stock that is regularly traded on a recognized stock exchange"
Halcyon Semiconductor AG satisfies the publicly traded company test under Article 28(2)(c) of the Treaty. Halcyon's ordinary shares (Stammaktien) are listed and regularly traded on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), Prime Standard segment, under the ticker symbol FRA: HCY. The Frankfurt Stock Exchange is a "recognized stock exchange" for purposes of the LOB provision in the US-Germany Treaty.
Following the completion of the Level III ADR IPO, Halcyon's American Depositary Shares will also be listed on the Nasdaq Global Select Market under the proposed ticker symbol HCYN. The Nasdaq Global Select Market is likewise a recognized stock exchange under the Treaty's LOB provision, providing an additional and independent basis for satisfying the publicly traded company test.
The "regularly traded" requirement is met because Halcyon's ordinary shares experience substantial daily trading volume on the Frankfurt Stock Exchange and are widely held by institutional and retail investors. The listing on the Prime Standard segment of the Frankfurt Stock Exchange requires compliance with stringent transparency and reporting requirements, further evidencing that the shares are actively and regularly traded.
Alternative LOB Bases (Backup Positions)
If for any reason the publicly traded company test were not available (which is not expected), Halcyon could satisfy the LOB provision under the following alternative tests:
•  Active Trade or Business Test (Article 28(3)): Halcyon is engaged in the substantial, active conduct of a trade or business in Germany. Its semiconductor design and manufacturing operations are conducted from multiple facilities in Germany, including its Munich headquarters and fabrication and R&D facilities. The income derived from the United States would be connected to or incidental to this active German trade or business.
•  Ownership and Base Erosion Test (Article 28(2)(f)): Halcyon's ownership includes a significant proportion of German and EU-resident shareholders. The largest shareholder is Rheintal Industrieholding GmbH, a German entity holding approximately 22.3% of the outstanding ordinary shares. The free float is largely composed of European institutional investors. It is expected that more than 50% of Halcyon's shares are beneficially owned by residents of Germany or other EU/EEA member states that have qualifying income tax treaties with the United States, and that Halcyon does not have excessive base-eroding payments to non-treaty-eligible persons.
Recommendation: We recommend checking the publicly traded company test as the primary LOB basis, as it is the most straightforward and easily documented test. The active trade or business test and ownership/base erosion test may be noted as available alternatives but need not be checked on the form absent unusual circumstances.
PARTS IV THROUGH XX — CHAPTER 4 (FATCA) STATUS CERTIFICATIONS
Parts IV through XX of Form W-8BEN-E provide certification provisions for various specific FATCA statuses. As Halcyon Semiconductor AG is claiming Active NFFE status under Chapter 4 (as indicated on Line 5 of Part I), the vast majority of these parts are inapplicable and should be left blank. For completeness and to document the analysis, each inapplicable part is addressed briefly below.
Part IV — Sponsored FFI
Not Applicable — Leave Blank
Halcyon Semiconductor AG is not a sponsored Financial Foreign Institution ("FFI"). It is not a financial institution of any kind, and no sponsoring entity has agreed to perform the FATCA due diligence and reporting obligations on its behalf. This part does not apply.
Part V — Certified Deemed-Compliant Nonregistering Local Bank
Not Applicable — Leave Blank
Halcyon is not a local bank and does not meet the definition of a nonregistering local bank under Treasury Regulation §1.1471-5(f)(2)(i). This part does not apply.
Part VI — Certified Deemed-Compliant FFI with Only Low-Value Accounts
Not Applicable — Leave Blank
This category applies to certain financial institutions with only low-value accounts. Halcyon is not a financial institution and does not hold accounts for others. This part does not apply.
Part VII — Certified Deemed-Compliant Limited Life Debt Investment Entity
Not Applicable — Leave Blank
Halcyon is not a limited life debt investment entity. It is an operating semiconductor company with an indefinite corporate life. This part does not apply.
Part VIII — Certified Deemed-Compliant Investment Advisors and Investment Managers
Not Applicable — Leave Blank
Halcyon is not an investment advisor or investment manager. It does not provide investment advisory or management services to third parties. This part does not apply.
Part IX — Qualified Intermediary
Not Applicable — Leave Blank
Halcyon Semiconductor AG is not a Qualified Intermediary ("QI") under the IRS's QI program. It has not entered into a QI agreement with the IRS and does not act as an intermediary for the receipt of US-source payments on behalf of others.
Note for the Engagement Team: Meridian Trust Company, N.A., in its capacity as Depositary for the ADR program, may separately hold QI status under its own QI agreement with the IRS. The Depositary's QI status and its implications for withholding on dividend payments to ADS holders are analyzed in the separate QI Analysis Memorandum being prepared concurrently by Calderwood & Harkness LLP. That analysis is distinct from the present form, which addresses only Halcyon AG's own tax documentation.
Part X — Owner-Documented FFI
Not Applicable — Leave Blank
Halcyon is not an Owner-Documented FFI. This classification requires an entity to be a financial institution that has agreed to specific documentation and reporting arrangements with a designated withholding agent. Halcyon is not a financial institution and does not participate in such arrangements.
Part XI — Nonreporting IGA FFI
Not Applicable — Leave Blank
While Germany has entered into a Model 1 Intergovernmental Agreement (IGA) with the United States for the implementation of FATCA, the Nonreporting IGA FFI category applies only to entities that are "financial institutions" under the IGA and that are treated as deemed-compliant or exempt under Annex II to the IGA. Since Halcyon is not a financial institution, the IGA FFI categories are inapplicable.
Part XII — Foreign Government, International Organization, Foreign Central Bank of Issue, etc.
Not Applicable — Leave Blank
Halcyon Semiconductor AG is a privately controlled stock corporation. It is not a foreign government, a political subdivision of a foreign government, an international organization, a foreign central bank of issue, or any other entity described in this part. This category is wholly inapplicable.
Part XIII — Exempt Retirement Plans
Not Applicable — Leave Blank
Halcyon Semiconductor AG is not a retirement plan or pension fund. This category is inapplicable.
Note for the Engagement Team: The Halcyon Employee Stock Ownership Trust ("ESOT"), which holds approximately 3.1% of Halcyon's outstanding ordinary shares (approximately 6,665,000 shares), is a separate legal entity from Halcyon AG itself. If the ESOT receives US-source income or is otherwise required to provide withholding documentation to a US withholding agent, it would require its own separate Form W-8BEN-E (or other applicable withholding certificate), potentially claiming exempt retirement plan status or another applicable FATCA classification. The ESOT's tax documentation requirements are outside the scope of this draft and should be addressed separately.
Part XIV — Certain US Branches
Not Applicable — Leave Blank
This part applies to US branches of foreign banks or insurance companies that agree to be treated as US persons for withholding purposes. Halcyon does not maintain a US branch. Its US operations are conducted through a separately incorporated US subsidiary (Halcyon Semiconductor USA Inc.), not through a branch. This part does not apply.
Part XV — Nonfinancial Group Entity
Not Applicable — Leave Blank
Although Halcyon is a nonfinancial entity, the "Nonfinancial Group Entity" classification under Treasury Regulation §1.1471-5(e)(5)(i)(B) is a specific FATCA category that applies to certain holding companies and treasury centers within a group that includes financial institutions. Halcyon is not claiming this status. Instead, Halcyon claims Active NFFE status under Part XXIII, which is the appropriate classification for an active operating company.
Part XVI — Excepted Territory NFFE
Not Applicable — Leave Blank
An "Excepted Territory NFFE" is an NFFE that is incorporated or organized in a US territory. Germany is not a US territory. This classification is inapplicable.
Part XVII — Excepted Nonfinancial Start-Up Company
Not Applicable — Leave Blank
This classification applies to entities that were organized not more than 24 months prior to the date of the withholding certificate, are not yet operating a business, and have no prior operating history. Halcyon Semiconductor AG was founded in 1997 — nearly three decades ago — and has an extensive operating history as a multinational semiconductor company. It is emphatically not a start-up company, and this classification is inapplicable.
Part XVIII — Excepted Nonfinancial Entity in Liquidation or Bankruptcy
Not Applicable — Leave Blank
Halcyon is not in liquidation or bankruptcy. It is a going concern with strong financial performance (FY2025 revenue of €3,820 million, EBITDA of €1,069 million) and is actively pursuing a US IPO. This classification is inapplicable.
Part XIX — 501(c) Organization
Not Applicable — Leave Blank
This classification applies to organizations that have received a determination letter from the IRS recognizing their tax-exempt status under Section 501(c) of the Internal Revenue Code. Halcyon is a for-profit German corporation and is not a tax-exempt organization. This part does not apply.
Part XX — Nonprofit Organization
Not Applicable — Leave Blank
Halcyon is not a nonprofit organization. It is a publicly traded, for-profit semiconductor company. This part does not apply.
PART XXI — PUBLICLY TRADED NFFE OR NFFE AFFILIATE OF A PUBLICLY TRADED CORPORATION
Drafting Note — Alternative FATCA Classification Available
While Halcyon Semiconductor AG is claiming Active NFFE status as its primary Chapter 4 (FATCA) classification on Line 5 of Part I, it should be noted that Halcyon also qualifies as a Publicly Traded NFFE under Treasury Regulation §1.1472-1(c)(1)(i). A "Publicly Traded NFFE" is any NFFE the stock of which is regularly traded on an established securities market.
Basis for Publicly Traded NFFE Qualification
Halcyon's ordinary shares (Stammaktien) are listed and regularly traded on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), Prime Standard segment, under the ticker symbol FRA: HCY. The Frankfurt Stock Exchange is an "established securities market" within the meaning of Treasury Regulation §1.1472-1(c)(1)(i)(A), as it is a foreign securities exchange that is regulated or supervised by a governmental authority of the country in which the market is located (i.e., BaFin, the German Federal Financial Supervisory Authority) and has an annual value of shares traded exceeding $1 billion.
Following the completion of the Level III ADR IPO, Halcyon's ADSs will also be listed on the Nasdaq Global Select Market under the proposed ticker symbol HCYN. The Nasdaq is likewise an established securities market under the Treasury Regulations.
If the Publicly Traded NFFE box were checked on Line 5 of Part I, the entity would complete Part XXI of the form and identify the name of the securities market(s) on which its stock is regularly traded:
Recommendation.  We recommend claiming Active NFFE status on Line 5 as the primary FATCA classification rather than Publicly Traded NFFE. The Active NFFE classification is simpler from an administrative standpoint, does not require identification of the specific stock exchange on the face of the form, and is well-supported by Halcyon's financial data. Publicly Traded NFFE status is noted here as an available and fully supportable alternative classification that may be used in the future or on revised forms if circumstances change (for example, if the Active NFFE tests were to become closer to the thresholds due to changes in Halcyon's business or income composition, though this is not anticipated).
Part XXI of the form should be left blank in the executed version, consistent with the Active NFFE classification selected on Line 5.
PART XXII — EXCEPTED INTER-AFFILIATE FFI
Not Applicable — Leave Blank
Halcyon Semiconductor AG is not an excepted inter-affiliate FFI. This category applies to certain members of expanded affiliated groups that are FFIs and that meet specific requirements. Since Halcyon is not a financial institution, this part does not apply.
PART XXIII — ACTIVE NFFE
This Part Must Be Completed — Active NFFE Status Selected on Line 5
Because Halcyon Semiconductor AG has selected "Active NFFE" as its Chapter 4 (FATCA) status on Line 5 of Part I, Part XXIII must be completed. By completing this part, Halcyon certifies as follows:
Certification Language (Standard IRS Form Text)
"I further certify that the entity identified in Part I is not a financial institution (other than an entity described in Regulations section 1.1471-5(e)(5)(i)(C) or (D)). I certify that the entity identified in Part I:
(i) has less than 50% of its gross income for the preceding calendar year that is passive income, and
(ii) has less than 50% of its assets during the preceding calendar year that are assets that produce or are held for the production of passive income."
Supporting Analysis.  This certification is supported by the following financial data and analysis for Halcyon Semiconductor AG's fiscal year ended December 31, 2025:
Income Test:
•  Total consolidated revenue for FY2025: €3,820 million, derived virtually entirely from the active design, manufacture, and sale of semiconductor products, including advanced logic chips, analog and mixed-signal integrated circuits, power management solutions, and automotive-grade semiconductor components.
•  EBITDA for FY2025: €1,069 million, reflecting active business operations and not passive investment returns.
•  Passive income (consisting primarily of interest income on cash and cash equivalents, short-term investment returns, and any incidental foreign exchange gains) is estimated at an immaterial fraction of total revenue — well below 5%, and vastly below the 50% threshold.
•  Conclusion: Less than 50% of gross income is passive income. Test satisfied.
Asset Test:
•  Total consolidated assets as of December 31, 2025: approximately €7,450 million.
•  Cash and cash equivalents: approximately €740 million, representing approximately 9.9% of total assets. Even treating cash and cash equivalents as passive assets (which is a conservative assumption, as working capital held for operational purposes may not constitute a passive asset in all cases), the ratio is well below 50%.
•  The vast majority of Halcyon's asset base consists of semiconductor fabrication facilities, manufacturing equipment, intellectual property and intangible assets, research and development facilities, inventory, trade receivables, and goodwill — all of which are active business assets.
•  Conclusion: Less than 50% of assets produce or are held for the production of passive income. Test satisfied.
A more detailed analysis of the Active NFFE determination is provided in Appendix A.
PARTS XXIV THROUGH XXVII — PASSIVE NFFE PROVISIONS
Part XXIV — Passive NFFE
Not Applicable — Leave Blank
Halcyon Semiconductor AG is not a Passive NFFE. It is claiming Active NFFE status, as documented extensively in Parts I and XXIII above. The Passive NFFE certification provisions do not apply.
Part XXV — Excepted Territory NFFE
Not Applicable — Leave Blank
As noted in Part XVI above, Germany is not a US territory, and Halcyon does not qualify as an Excepted Territory NFFE. This duplicate provision is left blank.
Part XXVI — Substantial U.S. Owners of Passive NFFE
Not Applicable — Leave Blank
Because Halcyon is claiming Active NFFE status (rather than Passive NFFE status), it is not required to identify substantial US owners. Part XXVI, which requires disclosure of substantial US owners for Passive NFFEs, does not apply and should be left blank.
Part XXVII — Certification of Passive NFFE
Not Applicable — Leave Blank
The Passive NFFE certification is inapplicable for the same reasons stated above. Halcyon is an Active NFFE.
PART XXVIII — CERTIFICATION
Certification Statements
Part XXVIII contains the certification and signature block that must be completed by an authorized representative of Halcyon Semiconductor AG upon execution of the form. The standard IRS certification language is as follows:
Under penalties of perjury, I declare that I have examined the information on this form and to the best of my knowledge and belief it is true, correct, and complete. I further certify under penalties of perjury that:
1.  The entity identified on line 1 of this form is the beneficial owner of all the income or proceeds to which this form relates, is using this form to certify its status for chapter 3 and/or chapter 4 purposes, or is a merchant submitting this form for purposes of section 6050W;
2.  The entity identified on line 1 of this form is not a US person;
3.  The income to which this form relates is: (a) not effectively connected with the conduct of a trade or business in the United States; (b) effectively connected but is not subject to tax under an applicable income tax treaty; or (c) the partner's share of a partnership's effectively connected taxable income;
4.  For broker transactions or barter exchanges, the beneficial owner is an exempt foreign person as defined in the instructions to this form; and
5.  For treaty claims: The entity identified on line 1 is a resident of Germany within the meaning of the income tax treaty between the United States and Germany.
The signatory certifies that he or she has the authority to sign for the entity identified on Line 1 of the form and that the information provided on the form is accurate and complete in all material respects.
Signature block
HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT
Print Name of Signer: Katarina Dalmqvist
Signature: ________
Title: Chief Financial Officer (Finanzvorstand)
Date: ________
Capacity in which acting: "I certify that I have the authority to sign for the entity identified on line 1 of this form."
Recommended Signatory.  The recommended signatory for this form is Katarina Dalmqvist, Chief Financial Officer (Finanzvorstand) of Halcyon Semiconductor AG. As a member of the management board (Vorstand), Ms. Dalmqvist is authorized under Halcyon's articles of association (Satzung) and applicable German corporate law to sign tax documentation on behalf of the company. Her role as CFO makes her the most appropriate signatory for tax withholding certificates, as she has direct oversight of and responsibility for the company's tax affairs and financial reporting.
Alternative Signatories.  In the event that Ms. Dalmqvist is unavailable to sign the form, the following alternative signatories may be considered, each of whom is a member of the Vorstand and authorized to represent the company:
•  Dr. Friedrich Wendt, Chief Executive Officer (Vorstandsvorsitzender)
•  Wilhelm Ostermann, General Counsel (Chefjurist)
Any of these individuals may sign the form provided they are authorized under Halcyon's internal governance procedures to execute tax documentation on behalf of the entity. If Halcyon's articles of association or internal governance policies require dual signatures or specific board authorization for the execution of tax forms provided to foreign tax authorities, such authorization should be obtained prior to execution.
Target Execution Date
The executed Form W-8BEN-E should be signed and delivered to the relevant withholding agents prior to the closing of the Level III ADR IPO, which is currently targeted for July 6, 2026. The form must be in the hands of Meridian Trust Company, N.A. and any other applicable US withholding agents before the first payment of US-source income to Halcyon AG, to ensure that the appropriate reduced treaty withholding rate is applied from the outset.
ACTION ITEM: Confirm the authorized signatory and obtain any required corporate authorization from the Vorstand. Coordinate with Wilhelm Ostermann on signing logistics and delivery timeline.
PART XXIX — ELECTRONIC SUBMISSION / WITHHOLDING AGENT INFORMATION
Delivery Instructions
Upon execution, the completed Form W-8BEN-E should be delivered to the following parties:
1. Meridian Trust Company, N.A. (Depositary)
Meridian Trust Company, N.A. 101 Barclay Street New York, New York 10286 United States of America
Attention: Patricia Novak, Vice President, Depositary Receipts
Delivery Method: Overnight courier (original executed form) with a courtesy PDF copy sent by email in advance.
Meridian Trust Company, N.A. will serve as the Depositary under the Deposit Agreement for Halcyon's Level III ADR program. As a US withholding agent, Meridian Trust requires a valid Form W-8BEN-E from Halcyon AG to properly determine the applicable withholding obligations with respect to any US-source payments made to Halcyon AG and to document Halcyon AG's FATCA and treaty status in its records.
2. Other US Withholding Agents
The executed Form W-8BEN-E should also be provided to any other US person or entity that makes payments of US-source income to Halcyon Semiconductor AG and that is required to act as a withholding agent under Chapters 3 and 4 of the Internal Revenue Code. This includes, without limitation:
Halcyon Semiconductor USA Inc. 2500 Technology Drive, Suite 400 San Jose, California 95134
Attention: Tax Department
Purpose: For intercompany payments including dividends, royalties under technology license agreements, management fees, and other US-source payments from the US subsidiary to the German parent.
Additional withholding agents may include US banks, brokerage firms, or other financial institutions that make payments of US-source interest, dividends, or other fixed or determinable annual or periodical income to Halcyon AG.
Retention Period
Under applicable IRS regulations, a withholding agent must retain a Form W-8BEN-E for a period of at least three (3) years after the last date on which the form is relied upon for purposes of determining the appropriate withholding rate or reporting obligations. Withholding agents should maintain the executed form (and any subsequent replacement forms) in their records and make them available for examination by the IRS upon request.
Renewal and Update Requirements
A Form W-8BEN-E is generally valid for a period of three (3) calendar years from the date of signature. Specifically, a form signed in calendar year 2026 will remain valid through December 31, 2029. A new form must be submitted:
•  Upon expiration of the three-year validity period;
•  Upon the occurrence of a change in circumstances that makes any information on the form incorrect (for example, a change in Halcyon's country of tax residence, FATCA status, or any other material information); or
•  Upon request by the withholding agent.
Halcyon AG should establish an internal calendar reminder to ensure timely renewal of this form prior to its expiration. Calderwood & Harkness LLP will include this form in the client's tax compliance tracking system and will provide a reminder to Halcyon and its General Counsel at an appropriate time prior to the expiration date.
APPENDIX A — ENTITY CLASSIFICATION SUPPORTING ANALYSIS
A.1 Per Se Corporation Status
Legal Framework.  Under the US "check-the-box" regulations (Treasury Regulations §§301.7701-1 through 301.7701-3), the classification of a foreign entity as a corporation, partnership, or disregarded entity for US federal income tax purposes is generally determined by reference to two categories:
1.  Per se corporations: Certain foreign entities are listed by name in Treasury Regulation §301.7701-2(b)(8) as entities that are always treated as corporations for US federal income tax purposes. These entities may not elect a different classification on IRS Form 8832.
2.  Eligible entities: Foreign entities that are not listed on the per se list are "eligible entities" that may elect to be treated as partnerships, corporations, or (if they have a single owner) disregarded entities, subject to the default classification rules.
Application to Halcyon Semiconductor AG
Halcyon Semiconductor AG is organized as an Aktiengesellschaft under German law. Treasury Regulation §301.7701-2(b)(8)(i) includes, in its list of per se corporations for Germany, the following entity types:
Germany — Aktiengesellschaft
Because a German Aktiengesellschaft is expressly listed on the per se entity list, Halcyon Semiconductor AG is automatically and irrevocably classified as a corporation for US federal income tax purposes. No entity classification election on IRS Form 8832 is required, permitted, or available.
Conclusion.  Halcyon Semiconductor AG is classified as a corporation for US federal income tax purposes under Treasury Regulation §301.7701-2(b)(8)(i). This classification is consistent with Line 4 of Part I of the Form W-8BEN-E, where "Corporation" is checked.
A.2 FATCA Status Determination — Active NFFE Analysis
Legal Framework.  Under the FATCA regulations (Treasury Regulations §§1.1471-1 through 1.1474-7), a foreign entity that is not a "financial institution" (as defined in Treasury Regulation §1.1471-5(e)) is classified as a "Non-Financial Foreign Entity" or "NFFE." NFFEs are further subclassified as either "Active NFFEs" or "Passive NFFEs," with significantly different documentation, reporting, and withholding consequences.
An Active NFFE is defined in Treasury Regulation §1.1472-1(c)(1)(iv) as an NFFE that satisfies the following conditions:
(A) Less than 50 percent of the NFFE's gross income for the preceding calendar year is passive income; and
(B) Less than 50 percent of the weighted average percentage of assets (tested quarterly) held by the NFFE during the preceding calendar year are assets that produce or are held for the production of passive income.
Passive income is defined by reference to the income categories in Section 1297(b) of the Internal Revenue Code (the "passive foreign investment company" or "PFIC" rules), and generally includes: dividends; interest; rents and royalties (unless derived in the active conduct of a trade or business from unrelated persons); annuities; net gains from the sale or exchange of property that gives rise to passive income; net gains from commodities transactions; net foreign currency gains; income equivalent to interest; and amounts received under cash value insurance contracts.
Application to Halcyon Semiconductor AG — Income Test
The following table summarizes Halcyon's income composition for the fiscal year ended December 31, 2025:
Halcyon's FY2025 revenue of €3,820 million is overwhelmingly derived from the active sale of semiconductor products to customers worldwide, including automotive OEMs, consumer electronics manufacturers, industrial equipment makers, and telecommunications companies. This revenue constitutes active trade or business income, not passive income.
Interest income on Halcyon's cash and cash equivalents of approximately €740 million is estimated at less than €30 million for FY2025, given the prevailing European Central Bank deposit facility rate and money market yields during the period. Even at a generous estimate, this passive income represents less than 1% of total gross income, far below the 50% threshold.
Conclusion: The income test is satisfied. Less than 50% of Halcyon's gross income is passive income.
Application to Halcyon Semiconductor AG — Asset Test
The following table summarizes Halcyon's asset composition as of December 31, 2025:
Cash and cash equivalents of approximately €740 million represent approximately 9.9% of Halcyon's total assets. Even treating the entire cash position as a passive asset (which is a conservative assumption, as a portion of cash held for working capital purposes, payroll, and near-term operational needs may reasonably be characterized as an active business asset), the passive asset ratio is far below the 50% threshold. The remaining approximately 90% of Halcyon's assets are unambiguously active business assets — fabrication facilities, manufacturing equipment, intellectual property, inventory, and trade receivables.
Conclusion: The asset test is satisfied. Less than 50% of Halcyon's assets produce or are held for the production of passive income.
Overall Conclusion.  Halcyon Semiconductor AG satisfies both the income test and the asset test for Active NFFE status under Treasury Regulation §1.1472-1(c)(1)(iv). Both tests are satisfied by wide margins, and there is no risk of approaching the 50% thresholds given Halcyon's operating profile as a large-scale semiconductor manufacturer. Accordingly, the classification of Halcyon as an Active NFFE is fully supported and appropriate.
APPENDIX B — LEGAL ENTITY IDENTIFIER AND REGISTRATION DETAILS
The following legal entity identification and registration details are provided for reference and for use in completing the Form W-8BEN-E and related documentation:
Key Shareholders (Pre-IPO)
The shareholder composition is relevant to the Limitation on Benefits (LOB) analysis under Part III (Line 15) above, particularly with respect to the ownership and base erosion test, should it be relied upon as an alternative or supplementary basis for LOB qualification.
APPENDIX C — COORDINATION NOTES AND ACTION ITEMS
C.1 Open Items Prior to Execution
The following action items must be completed before the Form W-8BEN-E can be finalized and executed. Each item is assigned to the responsible party or parties, with target completion dates aligned to the ADR IPO timeline.
1. Obtain or Confirm US EIN for Halcyon Semiconductor AG
Status: Open
Description: Confirm whether Halcyon Semiconductor AG has previously obtained a United States Employer Identification Number (EIN) in its own name. The EIN of the US subsidiary (Halcyon Semiconductor USA Inc., EIN: 84-3927561) is not the parent AG's EIN and may not be used. If no EIN has been obtained, an application on IRS Form SS-4 must be filed with the IRS. Telephone filing is recommended for expedited issuance.
Responsible Parties: Leonard Cross (Calderwood & Harkness LLP) and Wilhelm Ostermann (Halcyon General Counsel)
Target Completion: No later than May 31, 2026 (to allow sufficient lead time before the targeted IPO closing date of July 6, 2026)
2. Obtain German Steuernummer for Line 9b
Status: Open
Description: Obtain Halcyon's German tax identification number (Steuernummer) as issued by the Finanzamt München. This number is required for Line 9b of the Form W-8BEN-E when claiming treaty benefits.
Responsible Parties: Bähr Stein Rechtsanwälte (Dr. Christoph Maurelban / Johanna Weiß), with coordination by Wilhelm Ostermann
Target Completion: No later than May 15, 2026
3. Confirm Authorized Signatory and Obtain Corporate Authorization
Status: Open
Description: Confirm that Katarina Dalmqvist (CFO / Finanzvorstand) is the designated signatory for the Form W-8BEN-E. Determine whether Halcyon's articles of association (Satzung) or internal governance policies require a resolution of the Vorstand or other corporate authorization for the execution of tax withholding certificates to be provided to foreign tax authorities and US withholding agents. If so, obtain the necessary authorization.
Responsible Parties: Wilhelm Ostermann (Halcyon General Counsel), Katarina Dalmqvist (CFO)
Target Completion: No later than June 15, 2026
4. Coordinate Delivery of Executed Form to Meridian Trust Company, N.A.
Status: Pending — awaiting execution
Description: Upon execution, deliver the original Form W-8BEN-E to Meridian Trust Company, N.A. (Patricia Novak, VP, Depositary Receipts, 101 Barclay Street, New York, NY 10286) via overnight courier, with a courtesy PDF copy sent by email in advance. The form must be in Meridian Trust's possession prior to the establishment of the ADR program and the first dividend or other US-source payment.
Responsible Parties: Leonard Cross (Calderwood & Harkness LLP), with coordination by Patricia Novak (Meridian Trust) and Wilhelm Ostermann (Halcyon)
Target Completion: No later than July 1, 2026 (5 business days prior to IPO closing)
5. Review Withholding Documentation Requirements for Halcyon Subsidiaries
Status: Open
Description: Determine whether separate Forms W-8BEN-E (or other applicable withholding certificates) are required for any Halcyon subsidiaries that may receive US-source payments. This includes, in particular:
•  Halcyon Asia Pacific Pte. Ltd. (Singapore) — if it receives US-source payments from US customers, licensees, or Halcyon Semiconductor USA Inc.
•  Halcyon Shanghai Semiconductor Co., Ltd. (Shanghai, China) — if it receives US-source payments.
•  Other non-US subsidiaries that may receive US-source income, directly or through intercompany arrangements.
Each such subsidiary would need its own withholding documentation reflecting its own entity classification, FATCA status, and treaty eligibility (if any).
Responsible Parties: Leonard Cross (Calderwood & Harkness LLP), Wilhelm Ostermann (Halcyon General Counsel), and applicable local counsel in each jurisdiction
Target Completion: Preliminary assessment by June 30, 2026; individual forms to be prepared as needed thereafter
6. Confirm Applicability of Germany Model 1 IGA and German Reporting Obligations
Status: Open
Description: Confirm the applicability of the Germany–United States Model 1 Intergovernmental Agreement (IGA) under FATCA and any related German reporting obligations that Halcyon may have in connection with the provision of this form and the ADR program. While Halcyon's Active NFFE status means it is not subject to the IGA's financial institution reporting obligations, German counsel should confirm that no additional German-side reporting is triggered by Halcyon's execution and delivery of a Form W-8BEN-E to US withholding agents.
Responsible Parties: Bähr Stein Rechtsanwälte (Dr. Christoph Maurelban), with coordination by Leonard Cross and Wilhelm Ostermann
Target Completion: No later than June 15, 2026
C.2 Related Withholding Documentation for the ADR Program
It is important to distinguish the Form W-8BEN-E prepared for Halcyon Semiconductor AG itself (which is the subject of this memorandum) from the broader withholding documentation framework required for the ADR program as a whole. The following companion memoranda, being prepared concurrently by Calderwood & Harkness LLP, address distinct but related withholding documentation matters:
Memorandum — Treaty Benefit Certification Procedures for US ADS Holders
This memorandum addresses the procedures by which US holders of Halcyon ADSs may claim reduced German withholding tax rates on German-source dividend distributions flowing through the A