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MEMORANDUM

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT

TO: Vivienne St. Claire, Partner; Claire Dempsey, Lead Associate; Audrey Zhou, Working Associate — Calderwood & Harkness LLP

FROM: Leonard Cross, Partner, Tax — Calderwood & Harkness LLP

DATE: January 31, 2026

RE: Qualified Intermediary (QI) Analysis — Meridian Trust Company, N.A. — German Withholding Tax on Dividends Paid to ADS Holders of Halcyon Semiconductor Aktiengesellschaft

MATTER NO.: 1032-00003

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I. Executive Summary and Purpose

The purpose of this memorandum is to analyze the Qualified Intermediary ("QI") status of Meridian Trust Company, N.A. (the depositary bank for the Level III American Depositary Receipt ("ADR") program of Halcyon Semiconductor Aktiengesellschaft ("Halcyon" or the "Company")) in the context of German withholding tax (Kapitalertragsteuer) on dividends paid to holders of American Depositary Shares ("ADSs"). This analysis is being provided in support of the broader due diligence effort commenced on January 27, 2026, in connection with the Company's proposed initial public offering of ADSs on the Nasdaq Global Select Market.

The central question addressed herein is whether and how Meridian Trust's QI status under its agreement with the Internal Revenue Service (the "IRS") interacts with the German withholding tax regime, and what practical implications arise for ADS holders seeking treaty-reduced withholding rates on dividends received from Halcyon. Specifically, we examine the extent to which the documentation and reporting infrastructure maintained by Meridian Trust under its US tax obligations can be leveraged to facilitate claims for reduced withholding under the Convention Between the United States of America and the Federal Republic of Germany for the Avoidance of Double Taxation (the "US-Germany Income Tax Treaty" or the "Treaty").

Halcyon Semiconductor AG (Frankfurt Stock Exchange ticker: FRA: HCY; proposed Nasdaq ticker: HCYN) is a German Aktiengesellschaft incorporated and registered in Munich, Bavaria, Germany (Commercial Register No. HRB 217458, Amtsgericht München). The Company is currently listed on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), Prime Standard segment, and is pursuing a US initial public offering through the sale of ADSs to be listed on the Nasdaq Global Select Market. The ADR program is structured as a Level III sponsored depositary receipt program, with the following key participants:

• Depositary: Meridian Trust Company, N.A., a national banking association organized under the laws of the United States, with its principal office at 101 Barclay Street, New York, NY 10286.

• Transfer Agent and Registrar: Crestfield Transfer Services Inc., 6201 15th Avenue, Brooklyn, NY 11219.

• Deposit Agreement: Governed by the laws of the State of Delaware.

• ADS Ratio: 1 ADS represents 2 ordinary shares (Stammaktien, no par value / Stückaktien) of Halcyon.

• Depositary Fee: $0.05 per ADS per annum, payable by ADS holders.

Summary of Conclusions. Meridian Trust's QI status (or, more precisely, its status as a US withholding agent under the Internal Revenue Code) under its IRS agreement provides a comprehensive framework for US-side withholding and reporting obligations with respect to dividend payments on the ADSs. However, this status does not, by itself, relieve or reduce the German withholding tax obligations that arise at source when Halcyon pays dividends on its ordinary shares to the German custodian holding those shares on behalf of the depositary. The German Kapitalertragsteuer is imposed under German domestic law at a statutory rate of 26.375% (inclusive of the solidarity surcharge), and reduction to the 15% Treaty rate requires separate coordination with the German Federal Central Tax Office (Bundeszentralamt für Steuern, or "BZSt") and the custodian chain in Germany. Meridian Trust's documentation infrastructure (principally, IRS Forms W-8BEN, W-8BEN-E, and W-9 collected from ADS holders) can and should be leveraged to support Treaty relief claims, but affirmative procedural steps — including registration with the BZSt, selection of a German custodian capable of administering relief-at-source or quick refund procedures, and ongoing coordination between the depositary and the German custodian — are required for ADS holders to realize the benefit of the reduced Treaty rate.

This memorandum addresses only the German withholding tax analysis as it relates to Meridian Trust's intermediary role. A companion memorandum on treaty benefit certification procedures for US ADS holders (including Form W-8BEN / W-8BEN-E analysis) is in preparation and will be circulated separately. The US federal income tax consequences for ADS holders, including the PFIC analysis confirming that Halcyon is not a passive foreign investment company and the foreign tax credit analysis, are addressed in the draft prospectus taxation section being prepared under separate cover.

II. Background — The Halcyon ADR Structure and Dividend Payment Chain

A. The ADR Facility

Halcyon Semiconductor AG intends to offer ADSs to the public in the United States through a Level III ADR program. This Level III program permits the Company to raise capital in the US public markets through the issuance of new ordinary shares that will be deposited with the depositary in exchange for newly created ADSs. The offering structure is as follows:

• Primary Offering: Halcyon will issue 30,000,000 new ordinary shares (Stammaktien), which will be deposited with the German custodian on behalf of Meridian Trust and represented by 15,000,000 ADSs offered to the public (based on the 1 ADS : 2 ordinary share ratio).

• Secondary Offering: Two selling shareholders will sell existing ordinary shares represented by ADSs:

• Rheintal Industrieholding GmbH: 8,500,000 ordinary shares, represented by 4,250,000 ADSs.

• Kestrel Capital Partners AG: 4,300,000 ordinary shares, represented by 2,150,000 ADSs.

• Post-IPO Shares Outstanding: Following the completion of the offering, the Company will have 245,000,000 ordinary shares outstanding (inclusive of the 30,000,000 newly issued shares).

The ADSs will be registered with the US Securities and Exchange Commission (the "SEC") on Form F-1 under the Securities Act of 1933, as amended (the "Securities Act"), and the depositary receipt facility will be registered on Form F-6 under the Securities Act. The ADSs are expected to be listed for trading on the Nasdaq Global Select Market under the proposed ticker symbol "HCYN."

The ADR program is governed by a Deposit Agreement (the "Deposit Agreement") to be entered into among Halcyon Semiconductor AG, Meridian Trust Company, N.A., as depositary, and all holders and beneficial owners of ADSs from time to time. The Deposit Agreement is governed by the laws of the State of Delaware, without regard to conflicts of law principles thereof. The Deposit Agreement sets forth the rights and obligations of the depositary, the Company, and ADS holders, including with respect to dividend distributions, voting, and tax-related matters.

Under the terms of the Deposit Agreement, Meridian Trust will appoint a German sub-custodian (the "German Custodian" or "Sub-Custodian") to hold the deposited ordinary shares on behalf of the depositary. The ordinary shares will be held through the facilities of Ashgrove Enterprises Banking AG ("Ashgrove Enterprises"), the central securities depository for the German market. The identity of the German sub-custodian is being analyzed in a separate memorandum on custodian arrangements; for purposes of this memorandum, references to the "German Custodian" refer to the entity that will be appointed under the Deposit Agreement to hold the deposited shares in Germany.

B. Dividend Payment Chain

Understanding the flow of dividend payments from Halcyon to the ultimate ADS holders is essential to analyzing the application of the German withholding tax regime and the role of Meridian Trust as intermediary. The dividend payment chain for the Halcyon ADR program involves multiple steps and entities, as follows:

1. Halcyon Declares and Pays Dividend. The Management Board (Vorstand) of Halcyon, with the approval of the Supervisory Board (Aufsichtsrat), proposes a dividend to the Annual General Meeting (Hauptversammlung), which approves the dividend resolution. Upon approval, Halcyon pays the declared dividend in euros (EUR) on its ordinary shares. For ordinary shares held in the collective safe custody system (Girosammelverwahrung) through Ashgrove Enterprises Banking AG, the dividend is paid to the custodian banks and financial institutions participating in the Ashgrove Enterprises system.

2. German Custodian Receives Gross Dividend; German Withholding Tax Deducted. The German Custodian (as sub-custodian for Meridian Trust) holds the deposited ordinary shares through a securities account maintained with Ashgrove Enterprises. The German custodian receives the gross dividend in EUR from Ashgrove Enterprises. However, before remitting the dividend to Meridian Trust, the German disbursing agent (auszahlende Stelle) — which, under German law, is the credit institution or financial services institution that holds the shares in a securities account and effects the dividend payment — is required to deduct the German Kapitalertragsteuer (capital gains withholding tax on dividends) at the statutory rate. The statutory rate is 25% of the gross dividend, plus a solidarity surcharge (Solidaritätszuschlag) of 5.5% on the withholding tax amount, resulting in an effective withholding rate of 26.375% of the gross dividend. The withheld amount is remitted to the German tax authorities.

3. Net-of-Tax Dividend Remitted to Meridian Trust. After deduction of the German withholding tax, the German Custodian remits the net-of-tax dividend proceeds in EUR to Meridian Trust Company, N.A. in New York. The remittance is typically made via wire transfer to Meridian Trust's correspondent banking accounts.

4. Meridian Trust Converts and Distributes. Upon receipt of the net-of-tax dividend in EUR, Meridian Trust converts the EUR proceeds to US dollars (USD) at the prevailing exchange rate (which will be disclosed to ADS holders) and distributes the USD dividend to ADS holders through the facilities of The Depository Trust Company ("DTC"). DTC credits the accounts of its participants (typically broker-dealers and custodian banks), which in turn credit the accounts of the individual ADS holders.

The key entities in the dividend payment chain, in summary, are:

Halcyon Semiconductor AG (Issuer) → German Custodian / Ashgrove Enterprises Banking AG (Frankfurt) [withholding point] → Meridian Trust Company, N.A. (New York) [EUR→USD conversion; distribution] → DTC → Broker-Dealers / Custodian Banks → ADS Holders (Beneficial Owners)

The principal contact at Meridian Trust for matters relating to the depositary receipt program, including dividend distributions and tax-related matters, is Patricia Novak, Vice President, Depositary Receipts, Meridian Trust Company, N.A.

C. German Withholding Tax Rates

The relevant German withholding tax rates applicable to dividends paid on Halcyon ordinary shares (including shares underlying the ADSs) are as follows:

• Statutory German Withholding Tax Rate: German law imposes a withholding tax (Kapitalertragsteuer, or "KapESt") of 25% on gross dividends paid by German corporations, pursuant to § 43 et seq. of the German Income Tax Act (Einkommensteuergesetz, "EStG"). In addition, a solidarity surcharge (Solidaritätszuschlag, "SolZ") of 5.5% is imposed on the amount of the Kapitalertragsteuer. The combined effective rate is therefore 25% + (5.5% × 25%) = 25% + 1.375% = 26.375% of the gross dividend.

• Treaty Rate Under the US-Germany Income Tax Treaty: Article 10 (Dividends) of the US-Germany Income Tax Treaty provides that dividends paid by a company that is a resident of one Contracting State (Germany) to a resident of the other Contracting State (the United States) may be taxed in the state of source (Germany), but at a maximum rate of 15% of the gross amount of the dividends, where the beneficial owner is a US resident entitled to Treaty benefits. A reduced rate of 5% may apply where the beneficial owner is a company that directly holds at least 10% of the voting stock of the dividend-paying company, but this reduced rate will not be available to typical ADS holders.

• Refund Differential: The difference between the statutory withholding rate and the Treaty rate — i.e., 11.375 percentage points (26.375% minus 15%) — represents the amount of excess German withholding tax that is potentially reclaimable or reducible at source for US-resident ADS holders who qualify for Treaty benefits. For US corporate holders qualifying for the 5% Treaty rate (which, as noted, requires direct ownership of 10% or more of Halcyon's voting stock and thus is generally unavailable to ADS holders), the refund differential would be 21.375 percentage points (26.375% minus 5%).

These rates and the interaction of the German domestic withholding regime with the Treaty are analyzed in greater detail in Section IV below.

III. Qualified Intermediary (QI) Framework Under US Tax Law

A. Overview of the QI Regime

The Qualified Intermediary regime was established by the IRS to simplify the withholding, reporting, and documentation obligations of non-US financial institutions that act as intermediaries in the payment chain for US-source income to foreign persons. A "Qualified Intermediary" is defined, for US federal income tax purposes, as a foreign intermediary (or foreign branch of a US financial institution) that has entered into a QI withholding agreement with the IRS under Internal Revenue Code ("IRC") Section 1441 and Treasury Regulation § 1.1441-1(e)(5)(ii). The QI agreement permits the foreign intermediary to assume primary withholding and reporting responsibility for payments of US-source fixed, determinable, annual, or periodical ("FDAP") income to non-US persons, using its own customer documentation rather than forwarding that documentation to upstream withholding agents.

It is critical to distinguish the QI regime from the status and obligations of Meridian Trust Company, N.A. in the Halcyon ADR program. Meridian Trust is a US national banking association — not a foreign financial institution. Accordingly, Meridian Trust is not, in the strict technical sense, a "Qualified Intermediary" under the IRS QI agreement framework, because the QI regime is designed for non-US intermediaries. Rather, Meridian Trust's relevant US tax status is as a US withholding agent under IRC §§ 1441 and 1442 (for payments of US-source FDAP income to non-US persons) and as a US payor under the information reporting rules of IRC §§ 6041 through 6050. Additionally, Meridian Trust has obligations under IRC §§ 1471–1474 (the Foreign Account Tax Compliance Act, or "FATCA") as a US financial institution.

Notwithstanding this technical distinction, the term "QI" is frequently used colloquially — and in certain functional contexts — in the depositary receipt industry when referring to a depositary bank's capacity to act as an intermediary for purposes of foreign tax treaty relief. This is because, under the tax laws of certain foreign jurisdictions (including Germany), a depositary bank such as Meridian Trust may seek recognition as a "qualified intermediary" or functional equivalent for purposes of obtaining treaty relief at source or processing bulk refund claims on behalf of ADS holders. It is this functional equivalence — Meridian Trust's capacity to serve as a certified intermediary between the German tax authorities and the ultimate beneficial owners of the ADS dividends — that is the subject of this memorandum.

To summarize the relevant distinction:

• Under US tax law: Meridian Trust is a US payor / US withholding agent, not a QI. Its obligations relate to withholding on US-source FDAP income (not applicable to German-source Halcyon dividends) and information reporting (Forms 1099-DIV, 1042-S).

• Under German tax law: Meridian Trust may seek status as a Qualified Intermediary (or functional equivalent) for purposes of the German double taxation agreement (Doppelbesteuerungsabkommen, "DBA") relief-at-source (Freistellungsverfahren) or quick refund (Schnellerstattung) procedures, enabling it to facilitate Treaty relief for US-resident ADS holders.

B. IRS QI Agreement — Key Terms

The current QI agreement framework is set forth in Revenue Procedure 2022-43, 2022-52 I.R.B. 1 (and successor guidance). While this framework applies to foreign intermediaries rather than to Meridian Trust directly, an understanding of its key terms is relevant because the documentation and compliance infrastructure that Meridian Trust maintains as a US withholding agent closely parallels the QI framework and is directly relevant to the German treaty relief process. The primary obligations under the QI agreement framework include:

(i) Documentation of Account Holders. A QI (and, analogously, a US withholding agent such as Meridian Trust) must obtain and maintain documentation establishing the identity and tax status of each account holder or beneficial owner of payments. For non-US persons, the standard documentation is IRS Form W-8BEN (for individuals) or Form W-8BEN-E (for entities); for US persons, the standard documentation is IRS Form W-9. This documentation establishes the payee's country of residence, US taxpayer identification number ("TIN") (if applicable), and claim of treaty benefits (if any).

(ii) Withholding on US-Source FDAP Income. A QI that assumes primary withholding responsibility is required to withhold US tax at the applicable rate on payments of US-source FDAP income (e.g., dividends, interest, royalties) to non-US beneficial owners. For a US withholding agent like Meridian Trust, this obligation arises under IRC §§ 1441 and 1442. Critically, however, this withholding obligation relates only to US-source income. Because Halcyon dividends are German-source income, the US withholding obligation under IRC § 1441 does not apply to these payments.

(iii) Reporting. A QI (and a US withholding agent) must file annual information returns reporting payments made and taxes withheld. For US-source payments to non-US persons, the relevant forms are IRS Form 1042 (Annual Withholding Tax Return for US Source Income of Foreign Persons) and Form 1042-S (Foreign Person's US Source Income Subject to Withholding). For payments to US persons, Forms 1099 (including Form 1099-DIV for dividends) are required. Meridian Trust, as payor of ADS dividends, will file these forms reporting the dividend distributions to ADS holders, regardless of whether the underlying income is US-source or foreign-source.

(iv) Periodic Certification and Compliance. Under the QI agreement framework, a QI must engage an independent reviewer to conduct periodic reviews of the QI's compliance with its QI agreement obligations and must certify to the IRS that it is in compliance. While Meridian Trust is not subject to the QI certification process per se (as it is a US entity), it is subject to analogous examination and compliance obligations under the general withholding agent and FATCA regimes.

The QI agreement permits a foreign QI to assume primary withholding responsibility for US-source payments — but, as emphasized above, this pertains to withholding on US-source income, not German-source income. The IRS QI agreement does not directly govern German withholding tax. However, the documentation infrastructure — the Forms W-8BEN, W-8BEN-E, and W-9 that Meridian Trust maintains on ADS holders — is directly relevant to the German treaty relief process, as the BZSt and the German custodian rely on evidence of the beneficial owner's residency and identity in processing Treaty relief claims.

C. FATCA and CRS Overlay

Meridian Trust, as a US financial institution, is subject to reporting obligations under the Foreign Account Tax Compliance Act ("FATCA"), codified at IRC §§ 1471–1474. Under FATCA, US financial institutions must report to the IRS certain information about financial accounts held by non-US persons (and, in certain cases, US persons with foreign financial assets). ADS holders who are non-US persons must provide FATCA-compliant documentation (including Form W-8BEN or W-8BEN-E with a FATCA status classification and, where applicable, a Global Intermediary Identification Number or "GIIN") to avoid FATCA withholding at a rate of 30% on certain "withholdable payments."

With respect to the German side of the custodian chain, the Common Reporting Standard ("CRS"), developed by the Organisation for Economic Co-operation and Development ("OECD") and implemented in Germany under the Finanzkonten-Informationsaustauschgesetz ("FKAustG"), may impose reporting obligations on the German Custodian. The German Custodian may be required to report information about financial accounts maintained for the benefit of tax residents of CRS-participating jurisdictions to the German Federal Central Tax Office (BZSt), which in turn exchanges such information with the relevant foreign tax authorities. The CRS obligations at the German custodian level are addressed in the separate memorandum on custodian arrangements and are not analyzed in detail herein.

For reference, Halcyon Semiconductor AG's Legal Entity Identifier ("LEI") is 5299007KBTVZ3XQHGL48. This LEI is relevant for certain cross-border reporting obligations, including FATCA reporting and regulatory filings with the SEC and the BZSt.

IV. German Withholding Tax Regime — Application to ADS Dividends

A. German Statutory Withholding at Source

Under the German Income Tax Act (Einkommensteuergesetz, "EStG"), specifically § 43(1) sentence 1 no. 1 in conjunction with § 43a(1) sentence 1 no. 1 EStG, dividends (Dividenden) paid by a German corporation are subject to withholding tax at source at a rate of 25%. In addition, under the Solidarity Surcharge Act (Solidaritätszuschlaggesetz, "SolzG"), a solidarity surcharge of 5.5% is levied on the withholding tax amount, bringing the total effective withholding rate to 26.375% of the gross dividend.

The withholding obligation falls on the "disbursing agent" (auszahlende Stelle), which, under § 44(1) sentence 3 EStG, is generally the domestic credit institution, domestic financial services institution, or domestic securities trading company that holds the shares in a securities account (Depot) and effects the payment of the dividend to the account holder. In the context of the Halcyon ADR program, the disbursing agent will be the German Custodian — the entity appointed under the Deposit Agreement to hold the deposited ordinary shares in a securities account with Ashgrove Enterprises Banking AG. The German Custodian is the entity in the chain that is subject to German jurisdiction and is required to deduct and remit the Kapitalertragsteuer to the competent German tax office (Finanzamt).

The withholding obligation arises at the time the dividends are paid by Halcyon to the shareholders (or their custodians) as recorded in the share register or the collective safe custody system. For shares held in collective safe custody through Ashgrove Enterprises, the dividend payment is effected through Ashgrove Enterprises to the participating custodian banks, including the German Custodian. The German Custodian must withhold the Kapitalertragsteuer at the full statutory rate of 26.375% unless treaty relief at source has been obtained through the applicable German procedures (discussed in Section IV.B below).

It bears emphasis that the German Custodian — as yet to be appointed under the Deposit Agreement, with the identity being analyzed in a separate memorandum on custodian arrangements — will bear the statutory obligation to withhold. Halcyon, as the issuing corporation, is not the withholding agent for dividends on listed shares held in the collective safe custody system; rather, the disbursing agent role falls on the custodian bank. The German Custodian will deduct the full statutory rate of 26.375% from each dividend payment unless affirmative steps are taken to apply a reduced Treaty rate at source.

B. Treaty Relief Mechanisms Under German Law

German law provides three principal mechanisms through which non-resident beneficial owners of German-source dividends may obtain relief from the statutory withholding rate and claim the benefit of a reduced rate under an applicable double taxation treaty:

1. Standard Refund Procedure (*Erstattungsverfahren*)

The most common method for non-resident investors to obtain Treaty relief on German dividends is the standard refund procedure. Under this procedure, the German withholding tax is initially deducted at the full statutory rate of 26.375%. The beneficial owner (or an authorized representative, such as the depositary bank) then files a refund application with the BZSt to recover the difference between the statutory rate (26.375%) and the applicable Treaty rate. For US-resident ADS holders eligible for the 15% Treaty rate under Article 10 of the US-Germany Income Tax Treaty, the refund amount is 11.375% of the gross dividend (i.e., 26.375% − 15% = 11.375%).

The refund application must be filed using the prescribed BZSt forms and must be accompanied by supporting documentation, including a certificate of residency (Ansässigkeitsbescheinigung) issued by the IRS (for US-resident claimants) and evidence of the dividend payment and withholding. Applications must generally be filed within four years of the end of the calendar year in which the dividend was paid.

The principal disadvantage of the standard refund procedure is the significant administrative delay involved. Processing times at the BZSt have historically been lengthy, often requiring twelve to eighteen months (or longer) from the date of application to the receipt of the refund. For ADS holders accustomed to receiving dividends on a timely basis, this delay represents a material cash-flow consideration that should be disclosed in the prospectus.

2. Relief at Source (*Freistellungsverfahren*)

Under the relief-at-source procedure (Freistellungsverfahren), the German Custodian may apply the reduced Treaty rate at the time of the dividend payment, thereby avoiding the need for a subsequent refund claim. This is the preferred method from the perspective of the ADS holder, as it eliminates the cash-flow disadvantage of the standard refund procedure.

The relief-at-source procedure requires the German Custodian to have received, in advance of the dividend payment date, appropriate documentation confirming the beneficial owner's entitlement to Treaty benefits. Under BZSt administrative guidance, the German Custodian must maintain records establishing the identity and residency of the beneficial owner, and must apply the reduced Treaty rate only where it is satisfied that the beneficial owner qualifies for such rate. In practice, this requires the German Custodian to receive from Meridian Trust (or directly from the ADS holders) residency certifications and other documentation supporting the Treaty benefit claim.

The relief-at-source procedure is well established for certain categories of institutional investors (particularly pension funds and sovereign wealth funds), but its application to retail ADS holders in a depositary receipt structure can be more complex due to the multi-tier holding chain and the volume of individual beneficial owners involved.

3. Quick Refund Procedure (*Schnellerstattung*)

Some custodians and depositaries participate in a quick refund procedure (Schnellerstattung) through which the BZSt processes Treaty refund claims on an expedited basis. Under this procedure, the German Custodian initially withholds at the full statutory rate but submits a bulk refund claim to the BZSt shortly after the dividend payment date, accompanied by a detailed schedule of beneficial owners and their Treaty entitlements. The BZSt then processes the refund on an accelerated timeline, typically within several weeks rather than the twelve-to-eighteen-month period associated with the standard refund procedure.

The quick refund procedure is not available as a matter of right; it depends on the German Custodian's participation in the BZSt's expedited processing program and on the custodian's ability to provide the BZSt with the required documentation in the prescribed format and within the prescribed timeframe. Not all German custodian banks participate in the quick refund program, and the availability of this procedure for the Halcyon ADR program will depend on the identity and capabilities of the German Custodian to be appointed under the Deposit Agreement.

4. Practical Assessment for the Halcyon Program

For the Halcyon ADR program, the optimal approach will depend on the capabilities of the selected German Custodian and the volume and composition of the ADS holder base. Based on our experience with comparable German ADR programs, we recommend pursuing a combination of the relief-at-source procedure (for institutional ADS holders who can provide documentation in advance) and the quick refund procedure (for the broader ADS holder base, including retail holders). The standard refund procedure should be available as a fallback for any ADS holders who are unable to participate in the relief-at-source or quick refund processes.

The selection of the German Custodian is therefore a critical decision point for the withholding tax analysis, and we urge that the custodian arrangements workstream prioritize the identification of a German sub-custodian with demonstrated experience in administering BZSt relief-at-source and quick refund procedures for ADR programs of German issuers.

C. Challenges Specific to ADR Structures

The application of the German withholding tax regime to dividends paid through an ADR structure presents several challenges that do not arise in the context of direct share holdings:

Beneficial Ownership vs. Registered Ownership. In an ADR structure, the legal owner of the ordinary shares on the German share register is the depositary (or, more precisely, the German Custodian holding the shares on behalf of the depositary). The ADS holders are the beneficial owners of the economic interest in the underlying ordinary shares but are not the registered holders on the German share register (Aktienregister). German tax law and the BZSt require documentation of the ultimate beneficial owner (the ADS holder) — not merely the registered holder — to grant Treaty relief. This creates a documentation burden, as the depositary must "look through" its own name to the beneficial owners behind the ADSs.

Multi-Tier Holding Chain. The holding chain for ADSs is inherently multi-layered: the ADS holder holds an interest through a broker-dealer, which holds through DTC, which holds through Meridian Trust, which holds through the German Custodian, which holds through Ashgrove Enterprises, which maintains the shares in the Girosammelverwahrung (collective safe custody) system. Each layer in this chain creates an additional point at which beneficial ownership information must be transmitted and verified. The challenge is compounded when ADS holders themselves hold through omnibus accounts at their broker-dealers, making it difficult to identify the ultimate beneficial owner without active cooperation from each intermediary in the chain.

Documentation and Certification Requirements. The BZSt requires specific certifications (Ansässigkeitsbescheinigung — certificate of tax residency) for each beneficial owner claiming Treaty relief. These certificates must be issued by the competent tax authority of the beneficial owner's country of residence (i.e., the IRS, for US-resident ADS holders). Aggregate or pooled claims — in which a depositary or custodian seeks Treaty relief on behalf of a group of beneficial owners without individualized documentation — have historically had limited acceptance by the BZSt. While the BZSt has, in certain programs, accepted depositary-level certifications supported by underlying beneficial owner schedules, the BZSt retains the right to require individualized documentation, and the acceptance of aggregated claims is not guaranteed.

Timing Constraints. The dividend record date, the ex-dividend date, and the payment date for ordinary shares on the Frankfurt Stock Exchange may not perfectly align with the ADS record date and payment date. This can create complexities in matching beneficial ownership information as of the relevant dates and in ensuring that the correct beneficial owners are identified for Treaty relief purposes.

These challenges are not unique to the Halcyon program — they are inherent in all ADR structures for German issuers — but they must be addressed through careful structuring of the depositary's procedures, the Deposit Agreement provisions, and the coordination with the German Custodian and the BZSt.

V. Meridian Trust's Role and QI-Equivalent Status for German Tax Purposes

A. Meridian Trust as Intermediary in the German System

Meridian Trust Company, N.A. is a US national banking association and is not a German financial institution. It is not directly subject to German withholding obligations and does not hold a securities account with Ashgrove Enterprises or any German custodian in its own right. Rather, the German Custodian (to be appointed as sub-custodian under the Deposit Agreement) holds the deposited ordinary shares and is the entity subject to the German Kapitalertragsteuer withholding obligation.

Nevertheless, Meridian Trust serves as the critical link between the ADS holders and the German tax system. As the depositary, Meridian Trust is the entity that:

(a) maintains the ADS holder register (or, for ADSs held through DTC, receives beneficial owner information through DTC's systems);

(b) collects and maintains tax documentation (Forms W-8BEN, W-8BEN-E, W-9) from ADS holders;

(d) is positioned to aggregate and transmit beneficial owner information to the German Custodian or the BZSt for Treaty relief purposes; and

(e) issues IRS information returns (Forms 1099-DIV and 1042-S) reporting dividend distributions to ADS holders.

Under the terms of the Deposit Agreement, Meridian Trust is generally obligated to pass through dividends (net of applicable taxes and fees) to ADS holders and to use reasonable efforts to provide ADS holders with information and assistance necessary to claim Treaty benefits. The precise scope of Meridian Trust's obligations regarding tax reclaim services is a matter of contract and is addressed in the Deposit Agreement provisions discussed in Section VIII.B below.

Meridian Trust's QI-equivalent function for German tax purposes arises from its position as the central repository of beneficial owner information for the ADS program. If Meridian Trust maintains adequate documentation of ADS holder identities and residency — through the Forms W-8BEN, W-8BEN-E, and W-9 collected from ADS holders, supplemented by IRS TIN certifications and, where necessary, IRS certificates of residency — it can serve as the authorized intermediary that facilitates bulk Treaty relief claims with the BZSt on behalf of US-resident ADS holders.

B. DBA-Entlastung (Treaty Relief) via the Depositary

The procedures under which Meridian Trust can submit aggregated refund claims or facilitate relief-at-source applications to the BZSt on behalf of US-resident ADS holders are governed by a combination of German tax law, BZSt administrative guidance, and the practical arrangements between the depositary, the German Custodian, and the BZSt.

The BZSt has accepted, in certain depositary receipt programs for German issuers, the use of depositary-level certifications supported by ADS holder-level documentation maintained by the depositary. Under this approach, Meridian Trust certifies to the BZSt (or to the German Custodian, which in turn submits the documentation to the BZSt) that it holds valid documentation for each ADS holder for whom Treaty relief is claimed, and provides supporting schedules and data files containing the required beneficial owner information.

The key requirements for this approach are as follows:

(i) Meridian Trust must certify that it holds valid documentation (IRS Form W-8BEN or W-8BEN-E, or equivalent documentation) for each ADS holder for whom Treaty relief is claimed.

(ii) The documentation must establish that the beneficial owner is a resident of the United States within the meaning of the US-Germany Income Tax Treaty and is eligible for Treaty benefits under Article 10 (Dividends). This includes verification that the beneficial owner is not subject to any limitation-on-benefits provisions that would disqualify it from Treaty benefits.

(iii) Meridian Trust must provide the BZSt (or the German Custodian, for transmission to the BZSt) with detailed schedules listing the following information for each ADS holder: name, address, US taxpayer identification number (TIN), number of ADSs held as of the dividend record date, and the amount of the dividend and withholding tax attributable to such holder.

(iv) Where the ADS holder is a US individual, the documentation should include an IRS certificate of residency (IRS Form 6166) or equivalent certification. Where the ADS holder is a US entity, appropriate entity classification documentation may be required.

A significant practical challenge arises in the case of retail ADS holders holding through multiple broker layers (i.e., through DTC participants). Meridian Trust does not directly maintain accounts for individual ADS holders whose ADSs are held in "street name" through DTC. Rather, Meridian Trust's ADS register reflects DTC (or its nominee, Cede & Co.) as the registered holder. To "look through" to the ultimate beneficial owners, Meridian Trust must coordinate with DTC and with the individual broker-dealers and custodian banks that are DTC participants. This look-through process is routine in the context of US information reporting (e.g., for Form 1099-DIV), but it requires additional coordination and data collection for German Treaty relief purposes, as the BZSt's documentation requirements are distinct from — and in some respects more demanding than — the IRS's requirements.

Meridian Trust's ability to facilitate bulk Treaty relief claims will depend on its internal systems, its relationships with DTC and DTC participants, and its experience with the BZSt's procedures. As discussed in Section IX below, we recommend confirming Meridian Trust's capabilities in this regard at an early stage of the engagement.

C. Comparison with Direct Share Holding

It is useful to compare the Treaty relief process for ADS holders with the process that would apply to a US investor holding Halcyon ordinary shares directly (i.e., not through the ADR structure).

If a US investor held Halcyon ordinary shares directly through a US broker that is itself a QI (i.e., a foreign branch of a US financial institution that has entered into a QI agreement with the IRS, or a foreign financial institution with QI status), the Treaty relief claim process would be comparatively more straightforward. The QI or the investor's custodian could apply the reduced Treaty rate at source (through the relief-at-source procedure) or file a refund claim directly with the BZSt, without the need for the additional intermediation layer of the depositary. Similarly, if a US investor held Halcyon ordinary shares directly through a German custodian, the German custodian could apply the Treaty rate at source based on the investor's documentation.

The ADR structure adds one additional layer — the depositary — to the holding chain. This additional layer does not prevent ADS holders from obtaining Treaty relief, but it adds complexity to the documentation and certification process. Major depositary banks, including Meridian Trust, have generally established procedures for facilitating German Treaty relief on behalf of ADS holders in comparable ADR programs, and the additional complexity is manageable with proper planning and coordination.

It should be noted that the depositary fee of $0.05 per ADS per annum, payable by ADS holders under the terms of the Deposit Agreement, covers the depositary's standard services (including dividend distribution, ADS issuance and cancellation, and related administrative functions) but does not cover the costs of tax reclaim services. ADS holders may be charged additional fees by Meridian Trust for processing Treaty relief claims on their behalf. The amount and structure of such fees will be set forth in the Depositary Receipts Fee Schedule, which will be filed as an exhibit to the Form F-6 registration statement. The fee schedule is being prepared by Audrey Zhou in coordination with Meridian Trust and should be finalized before the confidential submission to the SEC.

VI. Primary Withholding Responsibilities — Allocation Among Parties

A. German-Side Withholding

As discussed in Section IV.A above, the statutory obligation to withhold German Kapitalertragsteuer at the rate of 26.375% on gross dividends paid on Halcyon ordinary shares falls on the German Custodian — the sub-custodian appointed under the Deposit Agreement to hold the deposited ordinary shares in Germany. The identity of the German Custodian is being confirmed in coordination with Patricia Novak at Meridian Trust and is the subject of the separate memorandum on custodian arrangements.

Halcyon Semiconductor AG, as the issuer of the ordinary shares, is not the withholding agent under German law for dividends on listed shares held in the collective safe custody system. Under § 44(1) EStG, the withholding obligation falls on the disbursing agent (auszahlende Stelle) — i.e., the credit institution or financial services institution that holds the shares in a securities account and effects the dividend payment. In the Ashgrove Enterprises-based custody chain, this is the German Custodian, not the issuer.

The German Custodian must deduct the withholding tax from the gross dividend, remit the withheld amount to the competent German tax office (Finanzamt), and issue a withholding tax certificate (Steuerbescheinigung) confirming the amount withheld. This certificate is necessary for ADS holders (or the depositary on their behalf) to file refund claims with the BZSt.

B. US-Side Withholding

Meridian Trust Company, N.A., as a US withholding agent, has withholding obligations under US tax law. However, the scope of these obligations in the context of Halcyon ADS dividends is limited, because the dividend income is German-source, not US-source:

IRC §§ 1441 and 1442 Withholding. Under IRC § 1441, a US withholding agent is required to withhold 30% (or a reduced Treaty rate) on payments of US-source FDAP income to non-US persons. Dividends paid by Halcyon, a German corporation, are German-source income, not US-source income, for purposes of IRC § 1441. Accordingly, Meridian Trust has no obligation to withhold under IRC §§ 1441 or 1442 on the Halcyon ADS dividends. This is a fundamental point: the IRS QI / withholding agent framework governs withholding on US-source income, and has no application to the German withholding tax on German-source dividends.

US Backup Withholding (IRC § 3406). Notwithstanding the foreign-source character of the Halcyon dividends, US backup withholding under IRC § 3406 may apply to dividend payments made to ADS holders who are US persons if such holders fail to provide a correct TIN to the payor or are otherwise subject to backup withholding notices from the IRS. The current backup withholding rate is 24%. Backup withholding is imposed by the payor (Meridian Trust or, in practice, the broker-dealer through which the ADS holder holds) and is creditable against the holder's US federal income tax liability. It is important to note that backup withholding, if applicable, would be imposed in addition to the German withholding tax, potentially resulting in a combined withholding burden significantly in excess of the ADS holder's actual tax liability.

FATCA Withholding. FATCA withholding at a rate of 30% is generally not applicable to payments of foreign-source dividends by a US payor to US persons. However, FATCA withholding may apply to payments made to non-US persons (including non-US financial institutions and non-financial foreign entities) that fail to comply with FATCA documentation requirements. In the context of the Halcyon ADR program, FATCA withholding is unlikely to be a significant concern for the typical ADS holder base (which is expected to consist predominantly of US-resident investors), but it must be addressed in the ADS documentation and prospectus disclosure for completeness.

Information Reporting. Meridian Trust (and, in practice, the broker-dealers through which ADS holders hold their ADSs) must issue IRS information returns reporting dividend distributions on the ADSs. For US-person ADS holders, the relevant form is IRS Form 1099-DIV, reporting the gross dividend amount, the German withholding tax withheld, and any backup withholding. For non-US-person ADS holders, the relevant form is IRS Form 1042-S, reporting the dividend distribution and any applicable withholding. These reporting obligations apply regardless of whether the underlying income is US-source or foreign-source.

C. Practical Division of Responsibilities

The following table summarizes the allocation of withholding and reporting responsibilities among the key parties in the Halcyon ADS dividend payment chain:

VII. Coordination with German Tax Authorities — Practical Procedures

A. BZSt Registration and Application Process

To facilitate Treaty relief claims on behalf of ADS holders, Meridian Trust (or its authorized agent) should register with the Bundeszentralamt für Steuern (BZSt) as an authorized representative for Treaty relief claims in respect of dividends on the Halcyon ordinary shares underlying the ADSs.

The registration and application process involves the following steps:

(i) Registration. Meridian Trust (or its agent) should submit a registration application to the BZSt, identifying itself as the depositary for the Halcyon ADR program and requesting authorization to submit bulk Treaty relief claims on behalf of US-resident ADS holders.

(ii) Power of Attorney. Meridian Trust must hold a valid power of attorney (Vollmacht) from each ADS holder on whose behalf a Treaty relief claim is submitted, authorizing Meridian Trust (or its agent) to act as the holder's representative before the BZSt. In practice, this authorization may be incorporated into the Deposit Agreement or a related document, such that ADS holders grant standing authorization to the depositary to pursue Treaty relief claims on their behalf. Alternatively, individualized powers of attorney may be collected from ADS holders.

(iii) Depositary Certifications. Meridian Trust must provide a certification to the BZSt confirming that it holds valid documentation for each ADS holder for whom Treaty relief is claimed, and that the beneficial owner is a US resident eligible for Treaty benefits under the US-Germany Income Tax Treaty.

(iv) Schedules of Beneficial Owners. Meridian Trust must provide the BZSt with detailed schedules listing, for each ADS holder, the holder's name, address, US TIN, number of ADSs held as of the dividend record date, gross dividend amount (in EUR), German withholding tax withheld, and the Treaty rate claimed.

(v) Timing. Refund applications must be filed within four years of the end of the calendar year in which the dividend was paid. For example, for a dividend paid in the 2026 calendar year, the refund application must be filed by December 31, 2030. However, earlier filing is strongly recommended to minimize the delay in receiving refunds.

B. Coordination with Bähr Stein Rechtsanwälte

Bähr Stein Rechtsanwälte PartGmbB serves as German legal counsel to Halcyon Semiconductor AG in connection with the IPO and the ADR program. The firm's principal contacts for purposes of the withholding tax analysis are:

• Dr. Christoph Maurelban, Partner, Capital Markets

• Johanna Weiß, Senior Associate

Bähr Stein's offices are located at Bockenheimer Landstraße 20, 60323 Frankfurt am Main, Germany.

Calderwood & Harkness should coordinate with Bähr Stein on the following matters:

(a) Optimal structuring of the German Custodian's withholding procedures. Bähr Stein should advise on the German-law requirements for the German Custodian's administration of the relief-at-source and quick refund procedures, including any regulatory notifications or approvals required.

(b) Halcyon-side obligations. Bähr Stein should confirm whether Halcyon has any obligation under German law to facilitate Treaty relief for ADS holders — for example, by issuing certificates of dividend payments to the depositary, providing information to the BZSt, or cooperating with the German Custodian in the withholding process.

(c) BZSt procedural requirements and recent practice developments. The BZSt's administrative practice regarding Treaty relief for ADR programs has evolved over time, and Bähr Stein should advise on the current state of practice, including any recent changes or trends that may affect the Halcyon program. In particular, Bähr Stein should confirm whether the BZSt continues to accept depositary-level certifications and bulk refund claims in the manner described in Section V.B above.

C. Coordination with Halcyon's Auditors

Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft serves as Halcyon's independent auditor. The audit engagement partner is Dieter Kaufmann, Wirtschaftsprüfer, at the firm's Munich office (Ganghoferstraße 29, 80339 Munich, Germany).

Blackmere & Whitfield may need to provide certain certifications or confirmations in connection with BZSt filings, including:

(a) Confirmation of the gross dividend amounts paid by Halcyon on its ordinary shares.

(b) Certification of the number of ordinary shares outstanding and the per-share dividend amount.

We recommend that Claire Dempsey coordinate with Blackmere & Whitfield at the appropriate time to ensure that any required certifications are obtained promptly following each dividend payment.

VIII. Implications for Prospectus Disclosure

A. Required Tax Disclosure in the F-1 Prospectus

The taxation section of the prospectus (Form F-1) — which is being prepared separately and will be circulated for review in connection with the first draft F-1 target circulation date of March 9, 2026 — must clearly and accurately disclose the German withholding tax regime as it applies to dividends on the ADSs. Based on the analysis in this memorandum, the prospectus should include the following disclosures:

(a) Statutory German Withholding Rate. A clear statement that dividends paid on the ordinary shares underlying the ADSs are subject to German withholding tax (Kapitalertragsteuer) at a statutory rate of 25%, plus a 5.5% solidarity surcharge thereon, resulting in an effective withholding rate of 26.375% of the gross dividend.

(b) Treaty-Reduced Rate. A statement that US-resident ADS holders who are eligible for benefits under the US-Germany Income Tax Treaty may be entitled to a reduced withholding rate of 15% on dividends, subject to compliance with applicable documentation and procedural requirements.

(c) Procedural Steps for Treaty Benefits. A description of the procedural steps that ADS holders must take to obtain the benefit of the reduced Treaty rate, including the distinction between the refund procedure (filing a claim with the BZSt after dividend payment) and the relief-at-source procedure (obtaining the reduced rate at the time of dividend payment). The prospectus should note that the availability of the relief-at-source or quick refund procedures depends on the capabilities of the German Custodian and the depositary.

(d) Role of Meridian Trust. A statement that Meridian Trust Company, N.A., as depositary, may facilitate Treaty relief claims on behalf of ADS holders but does not guarantee that Treaty relief will be successfully obtained. ADS holders should be advised that the depositary's ability to facilitate Treaty relief depends on the holder's provision of adequate documentation and on the cooperation of the German Custodian and the BZSt.

(e) Timing Delays. A risk-factor or cautionary disclosure noting that ADS holders may experience significant timing delays (potentially twelve to eighteen months or longer) in receiving refunds of excess German withholding tax through the standard refund procedure, and that even the quick refund procedure may involve delays of several weeks.

(f) Additional Fees. A statement that Meridian Trust may charge additional fees to ADS holders for processing Treaty relief claims, separate from the standard depositary fee of $0.05 per ADS per annum. The amount and structure of such fees will be set forth in the Depositary Receipts Fee Schedule.

The prospectus taxation section should also cross-reference the discussion of US federal income tax consequences for ADS holders, including the analysis confirming that Halcyon is not a passive foreign investment company ("PFIC") and the foreign tax credit analysis under IRC § 901 (permitting US holders to claim a credit for German withholding taxes against their US federal income tax liability, subject to applicable limitations).

B. Deposit Agreement Provisions

The Deposit Agreement (governed by Delaware law) should include provisions that address the tax reclaim process and the respective obligations and limitations of Meridian Trust and the ADS holders. Specifically, the Deposit Agreement should include:

(a) Meridian Trust's Obligations and Limitations. Provisions specifying that Meridian Trust will use reasonable efforts to facilitate Treaty relief claims on behalf of ADS holders, but that Meridian Trust does not warrant or guarantee that any particular Treaty relief claim will be successful. The Deposit Agreement should also specify that Meridian Trust's obligations are limited to those jurisdictions and procedures for which it has established processes, and that Meridian Trust may discontinue tax reclaim services for any jurisdiction upon reasonable notice to ADS holders.

(b) ADS Holders' Documentation Obligations. Provisions requiring ADS holders to provide, upon request, documentation necessary for Treaty relief claims, including IRS Forms W-8BEN or W-8BEN-E (for non-US persons), IRS Form W-9 (for US persons), certificates of residency, and such other documentation as may be required by the BZSt or other foreign tax authorities. The Deposit Agreement should provide that the failure of an ADS holder to provide requested documentation may result in the holder being ineligible for Treaty relief and may result in the application of the full statutory withholding rate.

(c) Disclaimers. Appropriate disclaimers regarding the depositary's inability to guarantee successful Treaty relief claims, including disclaimers regarding the actions or omissions of foreign tax authorities, changes in foreign tax law or Treaty interpretation, and delays in the processing of refund claims.

(d) Fee Provisions. Provisions authorizing Meridian Trust to charge fees to ADS holders for tax reclaim processing services, with the specific fee amounts set forth in the Depositary Receipts Fee Schedule. The fee provisions should specify whether fees are charged on a per-ADS, per-transaction, or flat-fee basis, and whether fees are deducted from dividend distributions or billed separately to ADS holders.

Audrey Zhou is responsible for drafting the Deposit Agreement provisions addressing these matters and should coordinate with Meridian Trust and with this memorandum's author to ensure consistency between the Deposit Agreement terms and the prospectus disclosure.

IX. Recommendations and Action Items

Based on the analysis set forth in this memorandum, we recommend the following action items:

1. Confirm Meridian Trust's Capabilities. Calderwood & Harkness (Leonard Cross, Tax) to confirm with Patricia Novak, Vice President, Depositary Receipts, Meridian Trust Company, N.A., that Meridian Trust has established procedures for processing German Treaty relief claims on behalf of ADS holders and has experience administering BZSt applications for ADR programs of German issuers. This confirmation should address Meridian Trust's systems for collecting and maintaining beneficial owner documentation, its ability to coordinate with the German Custodian and DTC to "look through" to ultimate beneficial owners, and its historical success rate in obtaining Treaty relief from the BZSt.

2. German Custodian Selection. The custodian arrangements workstream (coordinated by Claire Dempsey, Lead Associate) should ensure that the selected German sub-custodian participates in the BZSt relief-at-source (Freistellungsverfahren) and/or quick refund (Schnellerstattung) procedures. The custodian's experience with ADR programs of German issuers, its systems for administering Treaty relief at the custodian level, and its relationship with the BZSt should be key selection criteria.

3. Deposit Agreement Provisions. Audrey Zhou (Working Associate, handling Deposit Agreement drafting) to include appropriate tax reclaim provisions, documentation obligations, disclaimers, and fee disclosures in the Deposit Agreement and the Depositary Receipts Fee Schedule, consistent with the analysis in Section VIII.B of this memorandum.

4. Prospectus Disclosure. Leonard Cross (Partner, Tax) to finalize the German withholding tax disclosure in the prospectus taxation section (Form F-1), including specific guidance on Treaty relief procedures for ADS holders, the roles and limitations of Meridian Trust and the German Custodian, and risk-factor disclosure regarding timing delays and additional fees. This disclosure should be included in the first draft F-1, targeted for circulation on March 9, 2026.

5. Bähr Stein Coordination. Claire Dempsey (Lead Associate) to coordinate with Dr. Christoph Maurelban and Johanna Weiß at Bähr Stein Rechtsanwälte PartGmbB on the German-law aspects of the withholding and refund procedures, including the German Custodian's obligations, any required Halcyon corporate actions to facilitate Treaty relief, and the current state of BZSt administrative practice regarding depositary-level certifications and bulk refund claims.

6. W-8BEN-E for Halcyon. Finalize the draft IRS Form W-8BEN-E for Halcyon Semiconductor AG (LEI: 5299007KBTVZ3XQHGL48) for use in connection with US withholding tax documentation. This form will be required in connection with any payments of US-source income to Halcyon and for FATCA compliance purposes. The form should be prepared in coordination with Bähr Stein and reviewed by Leonard Cross before execution by Halcyon.

7. Timeline Integration. Ensure that the QI / Treaty relief procedure analysis is completed and reflected in:

(a) The first draft F-1 (target circulation: March 9, 2026); and

(b) All depositary-related tax provisions are finalized before the confidential submission to the SEC (target: April 14, 2026).

All action items should be tracked through the project management system, and progress should be reported at the next deal team meeting.

X. Conclusion

Meridian Trust Company, N.A.'s role as depositary for the Halcyon Semiconductor AG ADR program provides a functional framework for facilitating German Treaty relief on behalf of US-resident ADS holders. The depositary's documen

MEMORANDUM
PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT
TO: Vivienne St. Claire, Partner; Claire Dempsey, Lead Associate; Audrey Zhou, Working Associate — Calderwood & Harkness LLP
FROM: Leonard Cross, Partner, Tax — Calderwood & Harkness LLP
DATE: January 31, 2026
RE: Qualified Intermediary (QI) Analysis — Meridian Trust Company, N.A. — German Withholding Tax on Dividends Paid to ADS Holders of Halcyon Semiconductor Aktiengesellschaft
MATTER NO.: 1032-00003
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I. Executive Summary and Purpose
The purpose of this memorandum is to analyze the Qualified Intermediary ("QI") status of Meridian Trust Company, N.A. (the depositary bank for the Level III American Depositary Receipt ("ADR") program of Halcyon Semiconductor Aktiengesellschaft ("Halcyon" or the "Company")) in the context of German withholding tax (Kapitalertragsteuer) on dividends paid to holders of American Depositary Shares ("ADSs"). This analysis is being provided in support of the broader due diligence effort commenced on January 27, 2026, in connection with the Company's proposed initial public offering of ADSs on the Nasdaq Global Select Market.
The central question addressed herein is whether and how Meridian Trust's QI status under its agreement with the Internal Revenue Service (the "IRS") interacts with the German withholding tax regime, and what practical implications arise for ADS holders seeking treaty-reduced withholding rates on dividends received from Halcyon. Specifically, we examine the extent to which the documentation and reporting infrastructure maintained by Meridian Trust under its US tax obligations can be leveraged to facilitate claims for reduced withholding under the Convention Between the United States of America and the Federal Republic of Germany for the Avoidance of Double Taxation (the "US-Germany Income Tax Treaty" or the "Treaty").
Halcyon Semiconductor AG (Frankfurt Stock Exchange ticker: FRA: HCY; proposed Nasdaq ticker: HCYN) is a German Aktiengesellschaft incorporated and registered in Munich, Bavaria, Germany (Commercial Register No. HRB 217458, Amtsgericht München). The Company is currently listed on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), Prime Standard segment, and is pursuing a US initial public offering through the sale of ADSs to be listed on the Nasdaq Global Select Market. The ADR program is structured as a Level III sponsored depositary receipt program, with the following key participants:
• Depositary: Meridian Trust Company, N.A., a national banking association organized under the laws of the United States, with its principal office at 101 Barclay Street, New York, NY 10286.
• Transfer Agent and Registrar: Crestfield Transfer Services Inc., 6201 15th Avenue, Brooklyn, NY 11219.
• Deposit Agreement: Governed by the laws of the State of Delaware.
• ADS Ratio: 1 ADS represents 2 ordinary shares (Stammaktien, no par value / Stückaktien) of Halcyon.
• Depositary Fee: $0.05 per ADS per annum, payable by ADS holders.
Summary of Conclusions. Meridian Trust's QI status (or, more precisely, its status as a US withholding agent under the Internal Revenue Code) under its IRS agreement provides a comprehensive framework for US-side withholding and reporting obligations with respect to dividend payments on the ADSs. However, this status does not, by itself, relieve or reduce the German withholding tax obligations that arise at source when Halcyon pays dividends on its ordinary shares to the German custodian holding those shares on behalf of the depositary. The German Kapitalertragsteuer is imposed under German domestic law at a statutory rate of 26.375% (inclusive of the solidarity surcharge), and reduction to the 15% Treaty rate requires separate coordination with the German Federal Central Tax Office (Bundeszentralamt für Steuern, or "BZSt") and the custodian chain in Germany. Meridian Trust's documentation infrastructure (principally, IRS Forms W-8BEN, W-8BEN-E, and W-9 collected from ADS holders) can and should be leveraged to support Treaty relief claims, but affirmative procedural steps — including registration with the BZSt, selection of a German custodian capable of administering relief-at-source or quick refund procedures, and ongoing coordination between the depositary and the German custodian — are required for ADS holders to realize the benefit of the reduced Treaty rate.
This memorandum addresses only the German withholding tax analysis as it relates to Meridian Trust's intermediary role. A companion memorandum on treaty benefit certification procedures for US ADS holders (including Form W-8BEN / W-8BEN-E analysis) is in preparation and will be circulated separately. The US federal income tax consequences for ADS holders, including the PFIC analysis confirming that Halcyon is not a passive foreign investment company and the foreign tax credit analysis, are addressed in the draft prospectus taxation section being prepared under separate cover.
II. Background — The Halcyon ADR Structure and Dividend Payment Chain
A. The ADR Facility
Halcyon Semiconductor AG intends to offer ADSs to the public in the United States through a Level III ADR program. This Level III program permits the Company to raise capital in the US public markets through the issuance of new ordinary shares that will be deposited with the depositary in exchange for newly created ADSs. The offering structure is as follows:
• Primary Offering: Halcyon will issue 30,000,000 new ordinary shares (Stammaktien), which will be deposited with the German custodian on behalf of Meridian Trust and represented by 15,000,000 ADSs offered to the public (based on the 1 ADS : 2 ordinary share ratio).
• Secondary Offering: Two selling shareholders will sell existing ordinary shares represented by ADSs:
• Rheintal Industrieholding GmbH: 8,500,000 ordinary shares, represented by 4,250,000 ADSs.
• Kestrel Capital Partners AG: 4,300,000 ordinary shares, represented by 2,150,000 ADSs.
• Post-IPO Shares Outstanding: Following the completion of the offering, the Company will have 245,000,000 ordinary shares outstanding (inclusive of the 30,000,000 newly issued shares).
The ADSs will be registered with the US Securities and Exchange Commission (the "SEC") on Form F-1 under the Securities Act of 1933, as amended (the "Securities Act"), and the depositary receipt facility will be registered on Form F-6 under the Securities Act. The ADSs are expected to be listed for trading on the Nasdaq Global Select Market under the proposed ticker symbol "HCYN."
The ADR program is governed by a Deposit Agreement (the "Deposit Agreement") to be entered into among Halcyon Semiconductor AG, Meridian Trust Company, N.A., as depositary, and all holders and beneficial owners of ADSs from time to time. The Deposit Agreement is governed by the laws of the State of Delaware, without regard to conflicts of law principles thereof. The Deposit Agreement sets forth the rights and obligations of the depositary, the Company, and ADS holders, including with respect to dividend distributions, voting, and tax-related matters.
Under the terms of the Deposit Agreement, Meridian Trust will appoint a German sub-custodian (the "German Custodian" or "Sub-Custodian") to hold the deposited ordinary shares on behalf of the depositary. The ordinary shares will be held through the facilities of Ashgrove Enterprises Banking AG ("Ashgrove Enterprises"), the central securities depository for the German market. The identity of the German sub-custodian is being analyzed in a separate memorandum on custodian arrangements; for purposes of this memorandum, references to the "German Custodian" refer to the entity that will be appointed under the Deposit Agreement to hold the deposited shares in Germany.
B. Dividend Payment Chain
Understanding the flow of dividend payments from Halcyon to the ultimate ADS holders is essential to analyzing the application of the German withholding tax regime and the role of Meridian Trust as intermediary. The dividend payment chain for the Halcyon ADR program involves multiple steps and entities, as follows:
1. Halcyon Declares and Pays Dividend. The Management Board (Vorstand) of Halcyon, with the approval of the Supervisory Board (Aufsichtsrat), proposes a dividend to the Annual General Meeting (Hauptversammlung), which approves the dividend resolution. Upon approval, Halcyon pays the declared dividend in euros (EUR) on its ordinary shares. For ordinary shares held in the collective safe custody system (Girosammelverwahrung) through Ashgrove Enterprises Banking AG, the dividend is paid to the custodian banks and financial institutions participating in the Ashgrove Enterprises system.
2. German Custodian Receives Gross Dividend; German Withholding Tax Deducted. The German Custodian (as sub-custodian for Meridian Trust) holds the deposited ordinary shares through a securities account maintained with Ashgrove Enterprises. The German custodian receives the gross dividend in EUR from Ashgrove Enterprises. However, before remitting the dividend to Meridian Trust, the German disbursing agent (auszahlende Stelle) — which, under German law, is the credit institution or financial services institution that holds the shares in a securities account and effects the dividend payment — is required to deduct the German Kapitalertragsteuer (capital gains withholding tax on dividends) at the statutory rate. The statutory rate is 25% of the gross dividend, plus a solidarity surcharge (Solidaritätszuschlag) of 5.5% on the withholding tax amount, resulting in an effective withholding rate of 26.375% of the gross dividend. The withheld amount is remitted to the German tax authorities.
3. Net-of-Tax Dividend Remitted to Meridian Trust. After deduction of the German withholding tax, the German Custodian remits the net-of-tax dividend proceeds in EUR to Meridian Trust Company, N.A. in New York. The remittance is typically made via wire transfer to Meridian Trust's correspondent banking accounts.
4. Meridian Trust Converts and Distributes. Upon receipt of the net-of-tax dividend in EUR, Meridian Trust converts the EUR proceeds to US dollars (USD) at the prevailing exchange rate (which will be disclosed to ADS holders) and distributes the USD dividend to ADS holders through the facilities of The Depository Trust Company ("DTC"). DTC credits the accounts of its participants (typically broker-dealers and custodian banks), which in turn credit the accounts of the individual ADS holders.
The key entities in the dividend payment chain, in summary, are:
Halcyon Semiconductor AG (Issuer) → German Custodian / Ashgrove Enterprises Banking AG (Frankfurt) [withholding point] → Meridian Trust Company, N.A. (New York) [EUR→USD conversion; distribution] → DTC → Broker-Dealers / Custodian Banks → ADS Holders (Beneficial Owners)
The principal contact at Meridian Trust for matters relating to the depositary receipt program, including dividend distributions and tax-related matters, is Patricia Novak, Vice President, Depositary Receipts, Meridian Trust Company, N.A.
C. German Withholding Tax Rates
The relevant German withholding tax rates applicable to dividends paid on Halcyon ordinary shares (including shares underlying the ADSs) are as follows:
• Statutory German Withholding Tax Rate: German law imposes a withholding tax (Kapitalertragsteuer, or "KapESt") of 25% on gross dividends paid by German corporations, pursuant to § 43 et seq. of the German Income Tax Act (Einkommensteuergesetz, "EStG"). In addition, a solidarity surcharge (Solidaritätszuschlag, "SolZ") of 5.5% is imposed on the amount of the Kapitalertragsteuer. The combined effective rate is therefore 25% + (5.5% × 25%) = 25% + 1.375% = 26.375% of the gross dividend.
• Treaty Rate Under the US-Germany Income Tax Treaty: Article 10 (Dividends) of the US-Germany Income Tax Treaty provides that dividends paid by a company that is a resident of one Contracting State (Germany) to a resident of the other Contracting State (the United States) may be taxed in the state of source (Germany), but at a maximum rate of 15% of the gross amount of the dividends, where the beneficial owner is a US resident entitled to Treaty benefits. A reduced rate of 5% may apply where the beneficial owner is a company that directly holds at least 10% of the voting stock of the dividend-paying company, but this reduced rate will not be available to typical ADS holders.
• Refund Differential: The difference between the statutory withholding rate and the Treaty rate — i.e., 11.375 percentage points (26.375% minus 15%) — represents the amount of excess German withholding tax that is potentially reclaimable or reducible at source for US-resident ADS holders who qualify for Treaty benefits. For US corporate holders qualifying for the 5% Treaty rate (which, as noted, requires direct ownership of 10% or more of Halcyon's voting stock and thus is generally unavailable to ADS holders), the refund differential would be 21.375 percentage points (26.375% minus 5%).
These rates and the interaction of the German domestic withholding regime with the Treaty are analyzed in greater detail in Section IV below.
III. Qualified Intermediary (QI) Framework Under US Tax Law
A. Overview of the QI Regime
The Qualified Intermediary regime was established by the IRS to simplify the withholding, reporting, and documentation obligations of non-US financial institutions that act as intermediaries in the payment chain for US-source income to foreign persons. A "Qualified Intermediary" is defined, for US federal income tax purposes, as a foreign intermediary (or foreign branch of a US financial institution) that has entered into a QI withholding agreement with the IRS under Internal Revenue Code ("IRC") Section 1441 and Treasury Regulation § 1.1441-1(e)(5)(ii). The QI agreement permits the foreign intermediary to assume primary withholding and reporting responsibility for payments of US-source fixed, determinable, annual, or periodical ("FDAP") income to non-US persons, using its own customer documentation rather than forwarding that documentation to upstream withholding agents.
It is critical to distinguish the QI regime from the status and obligations of Meridian Trust Company, N.A. in the Halcyon ADR program. Meridian Trust is a US national banking association — not a foreign financial institution. Accordingly, Meridian Trust is not, in the strict technical sense, a "Qualified Intermediary" under the IRS QI agreement framework, because the QI regime is designed for non-US intermediaries. Rather, Meridian Trust's relevant US tax status is as a US withholding agent under IRC §§ 1441 and 1442 (for payments of US-source FDAP income to non-US persons) and as a US payor under the information reporting rules of IRC §§ 6041 through 6050. Additionally, Meridian Trust has obligations under IRC §§ 1471–1474 (the Foreign Account Tax Compliance Act, or "FATCA") as a US financial institution.
Notwithstanding this technical distinction, the term "QI" is frequently used colloquially — and in certain functional contexts — in the depositary receipt industry when referring to a depositary bank's capacity to act as an intermediary for purposes of foreign tax treaty relief. This is because, under the tax laws of certain foreign jurisdictions (including Germany), a depositary bank such as Meridian Trust may seek recognition as a "qualified intermediary" or functional equivalent for purposes of obtaining treaty relief at source or processing bulk refund claims on behalf of ADS holders. It is this functional equivalence — Meridian Trust's capacity to serve as a certified intermediary between the German tax authorities and the ultimate beneficial owners of the ADS dividends — that is the subject of this memorandum.
To summarize the relevant distinction:
• Under US tax law: Meridian Trust is a US payor / US withholding agent, not a QI. Its obligations relate to withholding on US-source FDAP income (not applicable to German-source Halcyon dividends) and information reporting (Forms 1099-DIV, 1042-S).
• Under German tax law: Meridian Trust may seek status as a Qualified Intermediary (or functional equivalent) for purposes of the German double taxation agreement (Doppelbesteuerungsabkommen, "DBA") relief-at-source (Freistellungsverfahren) or quick refund (Schnellerstattung) procedures, enabling it to facilitate Treaty relief for US-resident ADS holders.
B. IRS QI Agreement — Key Terms
The current QI agreement framework is set forth in Revenue Procedure 2022-43, 2022-52 I.R.B. 1 (and successor guidance). While this framework applies to foreign intermediaries rather than to Meridian Trust directly, an understanding of its key terms is relevant because the documentation and compliance infrastructure that Meridian Trust maintains as a US withholding agent closely parallels the QI framework and is directly relevant to the German treaty relief process. The primary obligations under the QI agreement framework include:
(i) Documentation of Account Holders. A QI (and, analogously, a US withholding agent such as Meridian Trust) must obtain and maintain documentation establishing the identity and tax status of each account holder or beneficial owner of payments. For non-US persons, the standard documentation is IRS Form W-8BEN (for individuals) or Form W-8BEN-E (for entities); for US persons, the standard documentation is IRS Form W-9. This documentation establishes the payee's country of residence, US taxpayer identification number ("TIN") (if applicable), and claim of treaty benefits (if any).
(ii) Withholding on US-Source FDAP Income. A QI that assumes primary withholding responsibility is required to withhold US tax at the applicable rate on payments of US-source FDAP income (e.g., dividends, interest, royalties) to non-US beneficial owners. For a US withholding agent like Meridian Trust, this obligation arises under IRC §§ 1441 and 1442. Critically, however, this withholding obligation relates only to US-source income. Because Halcyon dividends are German-source income, the US withholding obligation under IRC § 1441 does not apply to these payments.
(iii) Reporting. A QI (and a US withholding agent) must file annual information returns reporting payments made and taxes withheld. For US-source payments to non-US persons, the relevant forms are IRS Form 1042 (Annual Withholding Tax Return for US Source Income of Foreign Persons) and Form 1042-S (Foreign Person's US Source Income Subject to Withholding). For payments to US persons, Forms 1099 (including Form 1099-DIV for dividends) are required. Meridian Trust, as payor of ADS dividends, will file these forms reporting the dividend distributions to ADS holders, regardless of whether the underlying income is US-source or foreign-source.
(iv) Periodic Certification and Compliance. Under the QI agreement framework, a QI must engage an independent reviewer to conduct periodic reviews of the QI's compliance with its QI agreement obligations and must certify to the IRS that it is in compliance. While Meridian Trust is not subject to the QI certification process per se (as it is a US entity), it is subject to analogous examination and compliance obligations under the general withholding agent and FATCA regimes.
The QI agreement permits a foreign QI to assume primary withholding responsibility for US-source payments — but, as emphasized above, this pertains to withholding on US-source income, not German-source income. The IRS QI agreement does not directly govern German withholding tax. However, the documentation infrastructure — the Forms W-8BEN, W-8BEN-E, and W-9 that Meridian Trust maintains on ADS holders — is directly relevant to the German treaty relief process, as the BZSt and the German custodian rely on evidence of the beneficial owner's residency and identity in processing Treaty relief claims.
C. FATCA and CRS Overlay
Meridian Trust, as a US financial institution, is subject to reporting obligations under the Foreign Account Tax Compliance Act ("FATCA"), codified at IRC §§ 1471–1474. Under FATCA, US financial institutions must report to the IRS certain information about financial accounts held by non-US persons (and, in certain cases, US persons with foreign financial assets). ADS holders who are non-US persons must provide FATCA-compliant documentation (including Form W-8BEN or W-8BEN-E with a FATCA status classification and, where applicable, a Global Intermediary Identification Number or "GIIN") to avoid FATCA withholding at a rate of 30% on certain "withholdable payments."
With respect to the German side of the custodian chain, the Common Reporting Standard ("CRS"), developed by the Organisation for Economic Co-operation and Development ("OECD") and implemented in Germany under the Finanzkonten-Informationsaustauschgesetz ("FKAustG"), may impose reporting obligations on the German Custodian. The German Custodian may be required to report information about financial accounts maintained for the benefit of tax residents of CRS-participating jurisdictions to the German Federal Central Tax Office (BZSt), which in turn exchanges such information with the relevant foreign tax authorities. The CRS obligations at the German custodian level are addressed in the separate memorandum on custodian arrangements and are not analyzed in detail herein.
For reference, Halcyon Semiconductor AG's Legal Entity Identifier ("LEI") is 5299007KBTVZ3XQHGL48. This LEI is relevant for certain cross-border reporting obligations, including FATCA reporting and regulatory filings with the SEC and the BZSt.
IV. German Withholding Tax Regime — Application to ADS Dividends
A. German Statutory Withholding at Source
Under the German Income Tax Act (Einkommensteuergesetz, "EStG"), specifically § 43(1) sentence 1 no. 1 in conjunction with § 43a(1) sentence 1 no. 1 EStG, dividends (Dividenden) paid by a German corporation are subject to withholding tax at source at a rate of 25%. In addition, under the Solidarity Surcharge Act (Solidaritätszuschlaggesetz, "SolzG"), a solidarity surcharge of 5.5% is levied on the withholding tax amount, bringing the total effective withholding rate to 26.375% of the gross dividend.
The withholding obligation falls on the "disbursing agent" (auszahlende Stelle), which, under § 44(1) sentence 3 EStG, is generally the domestic credit institution, domestic financial services institution, or domestic securities trading company that holds the shares in a securities account (Depot) and effects the payment of the dividend to the account holder. In the context of the Halcyon ADR program, the disbursing agent will be the German Custodian — the entity appointed under the Deposit Agreement to hold the deposited ordinary shares in a securities account with Ashgrove Enterprises Banking AG. The German Custodian is the entity in the chain that is subject to German jurisdiction and is required to deduct and remit the Kapitalertragsteuer to the competent German tax office (Finanzamt).
The withholding obligation arises at the time the dividends are paid by Halcyon to the shareholders (or their custodians) as recorded in the share register or the collective safe custody system. For shares held in collective safe custody through Ashgrove Enterprises, the dividend payment is effected through Ashgrove Enterprises to the participating custodian banks, including the German Custodian. The German Custodian must withhold the Kapitalertragsteuer at the full statutory rate of 26.375% unless treaty relief at source has been obtained through the applicable German procedures (discussed in Section IV.B below).
It bears emphasis that the German Custodian — as yet to be appointed under the Deposit Agreement, with the identity being analyzed in a separate memorandum on custodian arrangements — will bear the statutory obligation to withhold. Halcyon, as the issuing corporation, is not the withholding agent for dividends on listed shares held in the collective safe custody system; rather, the disbursing agent role falls on the custodian bank. The German Custodian will deduct the full statutory rate of 26.375% from each dividend payment unless affirmative steps are taken to apply a reduced Treaty rate at source.
B. Treaty Relief Mechanisms Under German Law
German law provides three principal mechanisms through which non-resident beneficial owners of German-source dividends may obtain relief from the statutory withholding rate and claim the benefit of a reduced rate under an applicable double taxation treaty:
1. Standard Refund Procedure (*Erstattungsverfahren*)
The most common method for non-resident investors to obtain Treaty relief on German dividends is the standard refund procedure. Under this procedure, the German withholding tax is initially deducted at the full statutory rate of 26.375%. The beneficial owner (or an authorized representative, such as the depositary bank) then files a refund application with the BZSt to recover the difference between the statutory rate (26.375%) and the applicable Treaty rate. For US-resident ADS holders eligible for the 15% Treaty rate under Article 10 of the US-Germany Income Tax Treaty, the refund amount is 11.375% of the gross dividend (i.e., 26.375% − 15% = 11.375%).
The refund application must be filed using the prescribed BZSt forms and must be accompanied by supporting documentation, including a certificate of residency (Ansässigkeitsbescheinigung) issued by the IRS (for US-resident claimants) and evidence of the dividend payment and withholding. Applications must generally be filed within four years of the end of the calendar year in which the dividend was paid.
The principal disadvantage of the standard refund procedure is the significant administrative delay involved. Processing times at the BZSt have historically been lengthy, often requiring twelve to eighteen months (or longer) from the date of application to the receipt of the refund. For ADS holders accustomed to receiving dividends on a timely basis, this delay represents a material cash-flow consideration that should be disclosed in the prospectus.
2. Relief at Source (*Freistellungsverfahren*)
Under the relief-at-source procedure (Freistellungsverfahren), the German Custodian may apply the reduced Treaty rate at the time of the dividend payment, thereby avoiding the need for a subsequent refund claim. This is the preferred method from the perspective of the ADS holder, as it eliminates the cash-flow disadvantage of the standard refund procedure.
The relief-at-source procedure requires the German Custodian to have received, in advance of the dividend payment date, appropriate documentation confirming the beneficial owner's entitlement to Treaty benefits. Under BZSt administrative guidance, the German Custodian must maintain records establishing the identity and residency of the beneficial owner, and must apply the reduced Treaty rate only where it is satisfied that the beneficial owner qualifies for such rate. In practice, this requires the German Custodian to receive from Meridian Trust (or directly from the ADS holders) residency certifications and other documentation supporting the Treaty benefit claim.
The relief-at-source procedure is well established for certain categories of institutional investors (particularly pension funds and sovereign wealth funds), but its application to retail ADS holders in a depositary receipt structure can be more complex due to the multi-tier holding chain and the volume of individual beneficial owners involved.
3. Quick Refund Procedure (*Schnellerstattung*)
Some custodians and depositaries participate in a quick refund procedure (Schnellerstattung) through which the BZSt processes Treaty refund claims on an expedited basis. Under this procedure, the German Custodian initially withholds at the full statutory rate but submits a bulk refund claim to the BZSt shortly after the dividend payment date, accompanied by a detailed schedule of beneficial owners and their Treaty entitlements. The BZSt then processes the refund on an accelerated timeline, typically within several weeks rather than the twelve-to-eighteen-month period associated with the standard refund procedure.
The quick refund procedure is not available as a matter of right; it depends on the German Custodian's participation in the BZSt's expedited processing program and on the custodian's ability to provide the BZSt with the required documentation in the prescribed format and within the prescribed timeframe. Not all German custodian banks participate in the quick refund program, and the availability of this procedure for the Halcyon ADR program will depend on the identity and capabilities of the German Custodian to be appointed under the Deposit Agreement.
4. Practical Assessment for the Halcyon Program
For the Halcyon ADR program, the optimal approach will depend on the capabilities of the selected German Custodian and the volume and composition of the ADS holder base. Based on our experience with comparable German ADR programs, we recommend pursuing a combination of the relief-at-source procedure (for institutional ADS holders who can provide documentation in advance) and the quick refund procedure (for the broader ADS holder base, including retail holders). The standard refund procedure should be available as a fallback for any ADS holders who are unable to participate in the relief-at-source or quick refund processes.
The selection of the German Custodian is therefore a critical decision point for the withholding tax analysis, and we urge that the custodian arrangements workstream prioritize the identification of a German sub-custodian with demonstrated experience in administering BZSt relief-at-source and quick refund procedures for ADR programs of German issuers.
C. Challenges Specific to ADR Structures
The application of the German withholding tax regime to dividends paid through an ADR structure presents several challenges that do not arise in the context of direct share holdings:
Beneficial Ownership vs. Registered Ownership. In an ADR structure, the legal owner of the ordinary shares on the German share register is the depositary (or, more precisely, the German Custodian holding the shares on behalf of the depositary). The ADS holders are the beneficial owners of the economic interest in the underlying ordinary shares but are not the registered holders on the German share register (Aktienregister). German tax law and the BZSt require documentation of the ultimate beneficial owner (the ADS holder) — not merely the registered holder — to grant Treaty relief. This creates a documentation burden, as the depositary must "look through" its own name to the beneficial owners behind the ADSs.
Multi-Tier Holding Chain. The holding chain for ADSs is inherently multi-layered: the ADS holder holds an interest through a broker-dealer, which holds through DTC, which holds through Meridian Trust, which holds through the German Custodian, which holds through Ashgrove Enterprises, which maintains the shares in the Girosammelverwahrung (collective safe custody) system. Each layer in this chain creates an additional point at which beneficial ownership information must be transmitted and verified. The challenge is compounded when ADS holders themselves hold through omnibus accounts at their broker-dealers, making it difficult to identify the ultimate beneficial owner without active cooperation from each intermediary in the chain.
Documentation and Certification Requirements. The BZSt requires specific certifications (Ansässigkeitsbescheinigung — certificate of tax residency) for each beneficial owner claiming Treaty relief. These certificates must be issued by the competent tax authority of the beneficial owner's country of residence (i.e., the IRS, for US-resident ADS holders). Aggregate or pooled claims — in which a depositary or custodian seeks Treaty relief on behalf of a group of beneficial owners without individualized documentation — have historically had limited acceptance by the BZSt. While the BZSt has, in certain programs, accepted depositary-level certifications supported by underlying beneficial owner schedules, the BZSt retains the right to require individualized documentation, and the acceptance of aggregated claims is not guaranteed.
Timing Constraints. The dividend record date, the ex-dividend date, and the payment date for ordinary shares on the Frankfurt Stock Exchange may not perfectly align with the ADS record date and payment date. This can create complexities in matching beneficial ownership information as of the relevant dates and in ensuring that the correct beneficial owners are identified for Treaty relief purposes.
These challenges are not unique to the Halcyon program — they are inherent in all ADR structures for German issuers — but they must be addressed through careful structuring of the depositary's procedures, the Deposit Agreement provisions, and the coordination with the German Custodian and the BZSt.
V. Meridian Trust's Role and QI-Equivalent Status for German Tax Purposes
A. Meridian Trust as Intermediary in the German System
Meridian Trust Company, N.A. is a US national banking association and is not a German financial institution. It is not directly subject to German withholding obligations and does not hold a securities account with Ashgrove Enterprises or any German custodian in its own right. Rather, the German Custodian (to be appointed as sub-custodian under the Deposit Agreement) holds the deposited ordinary shares and is the entity subject to the German Kapitalertragsteuer withholding obligation.
Nevertheless, Meridian Trust serves as the critical link between the ADS holders and the German tax system. As the depositary, Meridian Trust is the entity that:
(a) maintains the ADS holder register (or, for ADSs held through DTC, receives beneficial owner information through DTC's systems);
(b) collects and maintains tax documentation (Forms W-8BEN, W-8BEN-E, W-9) from ADS holders;
(c) receives the net-of-tax dividend from the German Custodian, converts it to USD, and distributes it to ADS holders;
(d) is positioned to aggregate and transmit beneficial owner information to the German Custodian or the BZSt for Treaty relief purposes; and
(e) issues IRS information returns (Forms 1099-DIV and 1042-S) reporting dividend distributions to ADS holders.
Under the terms of the Deposit Agreement, Meridian Trust is generally obligated to pass through dividends (net of applicable taxes and fees) to ADS holders and to use reasonable efforts to provide ADS holders with information and assistance necessary to claim Treaty benefits. The precise scope of Meridian Trust's obligations regarding tax reclaim services is a matter of contract and is addressed in the Deposit Agreement provisions discussed in Section VIII.B below.
Meridian Trust's QI-equivalent function for German tax purposes arises from its position as the central repository of beneficial owner information for the ADS program. If Meridian Trust maintains adequate documentation of ADS holder identities and residency — through the Forms W-8BEN, W-8BEN-E, and W-9 collected from ADS holders, supplemented by IRS TIN certifications and, where necessary, IRS certificates of residency — it can serve as the authorized intermediary that facilitates bulk Treaty relief claims with the BZSt on behalf of US-resident ADS holders.
B. DBA-Entlastung (Treaty Relief) via the Depositary
The procedures under which Meridian Trust can submit aggregated refund claims or facilitate relief-at-source applications to the BZSt on behalf of US-resident ADS holders are governed by a combination of German tax law, BZSt administrative guidance, and the practical arrangements between the depositary, the German Custodian, and the BZSt.
The BZSt has accepted, in certain depositary receipt programs for German issuers, the use of depositary-level certifications supported by ADS holder-level documentation maintained by the depositary. Under this approach, Meridian Trust certifies to the BZSt (or to the German Custodian, which in turn submits the documentation to the BZSt) that it holds valid documentation for each ADS holder for whom Treaty relief is claimed, and provides supporting schedules and data files containing the required beneficial owner information.
The key requirements for this approach are as follows:
(i) Meridian Trust must certify that it holds valid documentation (IRS Form W-8BEN or W-8BEN-E, or equivalent documentation) for each ADS holder for whom Treaty relief is claimed.
(ii) The documentation must establish that the beneficial owner is a resident of the United States within the meaning of the US-Germany Income Tax Treaty and is eligible for Treaty benefits under Article 10 (Dividends). This includes verification that the beneficial owner is not subject to any limitation-on-benefits provisions that would disqualify it from Treaty benefits.
(iii) Meridian Trust must provide the BZSt (or the German Custodian, for transmission to the BZSt) with detailed schedules listing the following information for each ADS holder: name, address, US taxpayer identification number (TIN), number of ADSs held as of the dividend record date, and the amount of the dividend and withholding tax attributable to such holder.
(iv) Where the ADS holder is a US individual, the documentation should include an IRS certificate of residency (IRS Form 6166) or equivalent certification. Where the ADS holder is a US entity, appropriate entity classification documentation may be required.
A significant practical challenge arises in the case of retail ADS holders holding through multiple broker layers (i.e., through DTC participants). Meridian Trust does not directly maintain accounts for individual ADS holders whose ADSs are held in "street name" through DTC. Rather, Meridian Trust's ADS register reflects DTC (or its nominee, Cede & Co.) as the registered holder. To "look through" to the ultimate beneficial owners, Meridian Trust must coordinate with DTC and with the individual broker-dealers and custodian banks that are DTC participants. This look-through process is routine in the context of US information reporting (e.g., for Form 1099-DIV), but it requires additional coordination and data collection for German Treaty relief purposes, as the BZSt's documentation requirements are distinct from — and in some respects more demanding than — the IRS's requirements.
Meridian Trust's ability to facilitate bulk Treaty relief claims will depend on its internal systems, its relationships with DTC and DTC participants, and its experience with the BZSt's procedures. As discussed in Section IX below, we recommend confirming Meridian Trust's capabilities in this regard at an early stage of the engagement.
C. Comparison with Direct Share Holding
It is useful to compare the Treaty relief process for ADS holders with the process that would apply to a US investor holding Halcyon ordinary shares directly (i.e., not through the ADR structure).
If a US investor held Halcyon ordinary shares directly through a US broker that is itself a QI (i.e., a foreign branch of a US financial institution that has entered into a QI agreement with the IRS, or a foreign financial institution with QI status), the Treaty relief claim process would be comparatively more straightforward. The QI or the investor's custodian could apply the reduced Treaty rate at source (through the relief-at-source procedure) or file a refund claim directly with the BZSt, without the need for the additional intermediation layer of the depositary. Similarly, if a US investor held Halcyon ordinary shares directly through a German custodian, the German custodian could apply the Treaty rate at source based on the investor's documentation.
The ADR structure adds one additional layer — the depositary — to the holding chain. This additional layer does not prevent ADS holders from obtaining Treaty relief, but it adds complexity to the documentation and certification process. Major depositary banks, including Meridian Trust, have generally established procedures for facilitating German Treaty relief on behalf of ADS holders in comparable ADR programs, and the additional complexity is manageable with proper planning and coordination.
It should be noted that the depositary fee of $0.05 per ADS per annum, payable by ADS holders under the terms of the Deposit Agreement, covers the depositary's standard services (including dividend distribution, ADS issuance and cancellation, and related administrative functions) but does not cover the costs of tax reclaim services. ADS holders may be charged additional fees by Meridian Trust for processing Treaty relief claims on their behalf. The amount and structure of such fees will be set forth in the Depositary Receipts Fee Schedule, which will be filed as an exhibit to the Form F-6 registration statement. The fee schedule is being prepared by Audrey Zhou in coordination with Meridian Trust and should be finalized before the confidential submission to the SEC.
VI. Primary Withholding Responsibilities — Allocation Among Parties
A. German-Side Withholding
As discussed in Section IV.A above, the statutory obligation to withhold German Kapitalertragsteuer at the rate of 26.375% on gross dividends paid on Halcyon ordinary shares falls on the German Custodian — the sub-custodian appointed under the Deposit Agreement to hold the deposited ordinary shares in Germany. The identity of the German Custodian is being confirmed in coordination with Patricia Novak at Meridian Trust and is the subject of the separate memorandum on custodian arrangements.
Halcyon Semiconductor AG, as the issuer of the ordinary shares, is not the withholding agent under German law for dividends on listed shares held in the collective safe custody system. Under § 44(1) EStG, the withholding obligation falls on the disbursing agent (auszahlende Stelle) — i.e., the credit institution or financial services institution that holds the shares in a securities account and effects the dividend payment. In the Ashgrove Enterprises-based custody chain, this is the German Custodian, not the issuer.
The German Custodian must deduct the withholding tax from the gross dividend, remit the withheld amount to the competent German tax office (Finanzamt), and issue a withholding tax certificate (Steuerbescheinigung) confirming the amount withheld. This certificate is necessary for ADS holders (or the depositary on their behalf) to file refund claims with the BZSt.
B. US-Side Withholding
Meridian Trust Company, N.A., as a US withholding agent, has withholding obligations under US tax law. However, the scope of these obligations in the context of Halcyon ADS dividends is limited, because the dividend income is German-source, not US-source:
IRC §§ 1441 and 1442 Withholding. Under IRC § 1441, a US withholding agent is required to withhold 30% (or a reduced Treaty rate) on payments of US-source FDAP income to non-US persons. Dividends paid by Halcyon, a German corporation, are German-source income, not US-source income, for purposes of IRC § 1441. Accordingly, Meridian Trust has no obligation to withhold under IRC §§ 1441 or 1442 on the Halcyon ADS dividends. This is a fundamental point: the IRS QI / withholding agent framework governs withholding on US-source income, and has no application to the German withholding tax on German-source dividends.
US Backup Withholding (IRC § 3406). Notwithstanding the foreign-source character of the Halcyon dividends, US backup withholding under IRC § 3406 may apply to dividend payments made to ADS holders who are US persons if such holders fail to provide a correct TIN to the payor or are otherwise subject to backup withholding notices from the IRS. The current backup withholding rate is 24%. Backup withholding is imposed by the payor (Meridian Trust or, in practice, the broker-dealer through which the ADS holder holds) and is creditable against the holder's US federal income tax liability. It is important to note that backup withholding, if applicable, would be imposed in addition to the German withholding tax, potentially resulting in a combined withholding burden significantly in excess of the ADS holder's actual tax liability.
FATCA Withholding. FATCA withholding at a rate of 30% is generally not applicable to payments of foreign-source dividends by a US payor to US persons. However, FATCA withholding may apply to payments made to non-US persons (including non-US financial institutions and non-financial foreign entities) that fail to comply with FATCA documentation requirements. In the context of the Halcyon ADR program, FATCA withholding is unlikely to be a significant concern for the typical ADS holder base (which is expected to consist predominantly of US-resident investors), but it must be addressed in the ADS documentation and prospectus disclosure for completeness.
Information Reporting. Meridian Trust (and, in practice, the broker-dealers through which ADS holders hold their ADSs) must issue IRS information returns reporting dividend distributions on the ADSs. For US-person ADS holders, the relevant form is IRS Form 1099-DIV, reporting the gross dividend amount, the German withholding tax withheld, and any backup withholding. For non-US-person ADS holders, the relevant form is IRS Form 1042-S, reporting the dividend distribution and any applicable withholding. These reporting obligations apply regardless of whether the underlying income is US-source or foreign-source.
C. Practical Division of Responsibilities
The following table summarizes the allocation of withholding and reporting responsibilities among the key parties in the Halcyon ADS dividend payment chain:
VII. Coordination with German Tax Authorities — Practical Procedures
A. BZSt Registration and Application Process
To facilitate Treaty relief claims on behalf of ADS holders, Meridian Trust (or its authorized agent) should register with the Bundeszentralamt für Steuern (BZSt) as an authorized representative for Treaty relief claims in respect of dividends on the Halcyon ordinary shares underlying the ADSs.
The registration and application process involves the following steps:
(i) Registration. Meridian Trust (or its agent) should submit a registration application to the BZSt, identifying itself as the depositary for the Halcyon ADR program and requesting authorization to submit bulk Treaty relief claims on behalf of US-resident ADS holders.
(ii) Power of Attorney. Meridian Trust must hold a valid power of attorney (Vollmacht) from each ADS holder on whose behalf a Treaty relief claim is submitted, authorizing Meridian Trust (or its agent) to act as the holder's representative before the BZSt. In practice, this authorization may be incorporated into the Deposit Agreement or a related document, such that ADS holders grant standing authorization to the depositary to pursue Treaty relief claims on their behalf. Alternatively, individualized powers of attorney may be collected from ADS holders.
(iii) Depositary Certifications. Meridian Trust must provide a certification to the BZSt confirming that it holds valid documentation for each ADS holder for whom Treaty relief is claimed, and that the beneficial owner is a US resident eligible for Treaty benefits under the US-Germany Income Tax Treaty.
(iv) Schedules of Beneficial Owners. Meridian Trust must provide the BZSt with detailed schedules listing, for each ADS holder, the holder's name, address, US TIN, number of ADSs held as of the dividend record date, gross dividend amount (in EUR), German withholding tax withheld, and the Treaty rate claimed.
(v) Timing. Refund applications must be filed within four years of the end of the calendar year in which the dividend was paid. For example, for a dividend paid in the 2026 calendar year, the refund application must be filed by December 31, 2030. However, earlier filing is strongly recommended to minimize the delay in receiving refunds.
B. Coordination with Bähr Stein Rechtsanwälte
Bähr Stein Rechtsanwälte PartGmbB serves as German legal counsel to Halcyon Semiconductor AG in connection with the IPO and the ADR program. The firm's principal contacts for purposes of the withholding tax analysis are:
• Dr. Christoph Maurelban, Partner, Capital Markets
• Johanna Weiß, Senior Associate
Bähr Stein's offices are located at Bockenheimer Landstraße 20, 60323 Frankfurt am Main, Germany.
Calderwood & Harkness should coordinate with Bähr Stein on the following matters:
(a) Optimal structuring of the German Custodian's withholding procedures. Bähr Stein should advise on the German-law requirements for the German Custodian's administration of the relief-at-source and quick refund procedures, including any regulatory notifications or approvals required.
(b) Halcyon-side obligations. Bähr Stein should confirm whether Halcyon has any obligation under German law to facilitate Treaty relief for ADS holders — for example, by issuing certificates of dividend payments to the depositary, providing information to the BZSt, or cooperating with the German Custodian in the withholding process.
(c) BZSt procedural requirements and recent practice developments. The BZSt's administrative practice regarding Treaty relief for ADR programs has evolved over time, and Bähr Stein should advise on the current state of practice, including any recent changes or trends that may affect the Halcyon program. In particular, Bähr Stein should confirm whether the BZSt continues to accept depositary-level certifications and bulk refund claims in the manner described in Section V.B above.
C. Coordination with Halcyon's Auditors
Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft serves as Halcyon's independent auditor. The audit engagement partner is Dieter Kaufmann, Wirtschaftsprüfer, at the firm's Munich office (Ganghoferstraße 29, 80339 Munich, Germany).
Blackmere & Whitfield may need to provide certain certifications or confirmations in connection with BZSt filings, including:
(a) Confirmation of the gross dividend amounts paid by Halcyon on its ordinary shares.
(b) Certification of the number of ordinary shares outstanding and the per-share dividend amount.
(c) Any other financial data required by the BZSt in connection with the processing of Treaty relief claims.
We recommend that Claire Dempsey coordinate with Blackmere & Whitfield at the appropriate time to ensure that any required certifications are obtained promptly following each dividend payment.
VIII. Implications for Prospectus Disclosure
A. Required Tax Disclosure in the F-1 Prospectus
The taxation section of the prospectus (Form F-1) — which is being prepared separately and will be circulated for review in connection with the first draft F-1 target circulation date of March 9, 2026 — must clearly and accurately disclose the German withholding tax regime as it applies to dividends on the ADSs. Based on the analysis in this memorandum, the prospectus should include the following disclosures:
(a) Statutory German Withholding Rate. A clear statement that dividends paid on the ordinary shares underlying the ADSs are subject to German withholding tax (Kapitalertragsteuer) at a statutory rate of 25%, plus a 5.5% solidarity surcharge thereon, resulting in an effective withholding rate of 26.375% of the gross dividend.
(b) Treaty-Reduced Rate. A statement that US-resident ADS holders who are eligible for benefits under the US-Germany Income Tax Treaty may be entitled to a reduced withholding rate of 15% on dividends, subject to compliance with applicable documentation and procedural requirements.
(c) Procedural Steps for Treaty Benefits. A description of the procedural steps that ADS holders must take to obtain the benefit of the reduced Treaty rate, including the distinction between the refund procedure (filing a claim with the BZSt after dividend payment) and the relief-at-source procedure (obtaining the reduced rate at the time of dividend payment). The prospectus should note that the availability of the relief-at-source or quick refund procedures depends on the capabilities of the German Custodian and the depositary.
(d) Role of Meridian Trust. A statement that Meridian Trust Company, N.A., as depositary, may facilitate Treaty relief claims on behalf of ADS holders but does not guarantee that Treaty relief will be successfully obtained. ADS holders should be advised that the depositary's ability to facilitate Treaty relief depends on the holder's provision of adequate documentation and on the cooperation of the German Custodian and the BZSt.
(e) Timing Delays. A risk-factor or cautionary disclosure noting that ADS holders may experience significant timing delays (potentially twelve to eighteen months or longer) in receiving refunds of excess German withholding tax through the standard refund procedure, and that even the quick refund procedure may involve delays of several weeks.
(f) Additional Fees. A statement that Meridian Trust may charge additional fees to ADS holders for processing Treaty relief claims, separate from the standard depositary fee of $0.05 per ADS per annum. The amount and structure of such fees will be set forth in the Depositary Receipts Fee Schedule.
The prospectus taxation section should also cross-reference the discussion of US federal income tax consequences for ADS holders, including the analysis confirming that Halcyon is not a passive foreign investment company ("PFIC") and the foreign tax credit analysis under IRC § 901 (permitting US holders to claim a credit for German withholding taxes against their US federal income tax liability, subject to applicable limitations).
B. Deposit Agreement Provisions
The Deposit Agreement (governed by Delaware law) should include provisions that address the tax reclaim process and the respective obligations and limitations of Meridian Trust and the ADS holders. Specifically, the Deposit Agreement should include:
(a) Meridian Trust's Obligations and Limitations. Provisions specifying that Meridian Trust will use reasonable efforts to facilitate Treaty relief claims on behalf of ADS holders, but that Meridian Trust does not warrant or guarantee that any particular Treaty relief claim will be successful. The Deposit Agreement should also specify that Meridian Trust's obligations are limited to those jurisdictions and procedures for which it has established processes, and that Meridian Trust may discontinue tax reclaim services for any jurisdiction upon reasonable notice to ADS holders.
(b) ADS Holders' Documentation Obligations. Provisions requiring ADS holders to provide, upon request, documentation necessary for Treaty relief claims, including IRS Forms W-8BEN or W-8BEN-E (for non-US persons), IRS Form W-9 (for US persons), certificates of residency, and such other documentation as may be required by the BZSt or other foreign tax authorities. The Deposit Agreement should provide that the failure of an ADS holder to provide requested documentation may result in the holder being ineligible for Treaty relief and may result in the application of the full statutory withholding rate.
(c) Disclaimers. Appropriate disclaimers regarding the depositary's inability to guarantee successful Treaty relief claims, including disclaimers regarding the actions or omissions of foreign tax authorities, changes in foreign tax law or Treaty interpretation, and delays in the processing of refund claims.
(d) Fee Provisions. Provisions authorizing Meridian Trust to charge fees to ADS holders for tax reclaim processing services, with the specific fee amounts set forth in the Depositary Receipts Fee Schedule. The fee provisions should specify whether fees are charged on a per-ADS, per-transaction, or flat-fee basis, and whether fees are deducted from dividend distributions or billed separately to ADS holders.
Audrey Zhou is responsible for drafting the Deposit Agreement provisions addressing these matters and should coordinate with Meridian Trust and with this memorandum's author to ensure consistency between the Deposit Agreement terms and the prospectus disclosure.
IX. Recommendations and Action Items
Based on the analysis set forth in this memorandum, we recommend the following action items:
1. Confirm Meridian Trust's Capabilities. Calderwood & Harkness (Leonard Cross, Tax) to confirm with Patricia Novak, Vice President, Depositary Receipts, Meridian Trust Company, N.A., that Meridian Trust has established procedures for processing German Treaty relief claims on behalf of ADS holders and has experience administering BZSt applications for ADR programs of German issuers. This confirmation should address Meridian Trust's systems for collecting and maintaining beneficial owner documentation, its ability to coordinate with the German Custodian and DTC to "look through" to ultimate beneficial owners, and its historical success rate in obtaining Treaty relief from the BZSt.
2. German Custodian Selection. The custodian arrangements workstream (coordinated by Claire Dempsey, Lead Associate) should ensure that the selected German sub-custodian participates in the BZSt relief-at-source (Freistellungsverfahren) and/or quick refund (Schnellerstattung) procedures. The custodian's experience with ADR programs of German issuers, its systems for administering Treaty relief at the custodian level, and its relationship with the BZSt should be key selection criteria.
3. Deposit Agreement Provisions. Audrey Zhou (Working Associate, handling Deposit Agreement drafting) to include appropriate tax reclaim provisions, documentation obligations, disclaimers, and fee disclosures in the Deposit Agreement and the Depositary Receipts Fee Schedule, consistent with the analysis in Section VIII.B of this memorandum.
4. Prospectus Disclosure. Leonard Cross (Partner, Tax) to finalize the German withholding tax disclosure in the prospectus taxation section (Form F-1), including specific guidance on Treaty relief procedures for ADS holders, the roles and limitations of Meridian Trust and the German Custodian, and risk-factor disclosure regarding timing delays and additional fees. This disclosure should be included in the first draft F-1, targeted for circulation on March 9, 2026.
5. Bähr Stein Coordination. Claire Dempsey (Lead Associate) to coordinate with Dr. Christoph Maurelban and Johanna Weiß at Bähr Stein Rechtsanwälte PartGmbB on the German-law aspects of the withholding and refund procedures, including the German Custodian's obligations, any required Halcyon corporate actions to facilitate Treaty relief, and the current state of BZSt administrative practice regarding depositary-level certifications and bulk refund claims.
6. W-8BEN-E for Halcyon. Finalize the draft IRS Form W-8BEN-E for Halcyon Semiconductor AG (LEI: 5299007KBTVZ3XQHGL48) for use in connection with US withholding tax documentation. This form will be required in connection with any payments of US-source income to Halcyon and for FATCA compliance purposes. The form should be prepared in coordination with Bähr Stein and reviewed by Leonard Cross before execution by Halcyon.
7. Timeline Integration. Ensure that the QI / Treaty relief procedure analysis is completed and reflected in:
(a) The first draft F-1 (target circulation: March 9, 2026); and
(b) All depositary-related tax provisions are finalized before the confidential submission to the SEC (target: April 14, 2026).
All action items should be tracked through the project management system, and progress should be reported at the next deal team meeting.
X. Conclusion
Meridian Trust Company, N.A.'s role as depositary for the Halcyon Semiconductor AG ADR program provides a functional framework for facilitating German Treaty relief on behalf of US-resident ADS holders. The depositary's documen

MEMORANDUM

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT

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