1032-00003 · Client 1032 · Transaction Documents/Deposit Agreement

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FEE SCHEDULE

Exhibit [●] to the Deposit Agreement

This Fee Schedule (this "Fee Schedule") is attached to and forms a part of the Deposit Agreement, dated as of [●], 2026 (the "Deposit Agreement"), among Halcyon Semiconductor Aktiengesellschaft, a German stock corporation (Aktiengesellschaft) (the "Company"), Meridian Trust Company, National Association, as Depositary (the "Depositary"), and all Holders and Beneficial Owners of American Depositary Shares from time to time (collectively, the "ADS Holders").

This Fee Schedule shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of laws principles thereof.

Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Deposit Agreement. In the event of any conflict between the terms of this Fee Schedule and the terms of the Deposit Agreement, the terms of the Deposit Agreement shall control, except with respect to the specific fee amounts and payment mechanics set forth herein.

The following information is provided for reference purposes:

Depositary: Meridian Trust Company, National Association Principal Office: 101 Barclay Street, New York, NY 10286

Company: Halcyon Semiconductor Aktiengesellschaft Company Headquarters: Maximilianstraße 72, 80539 Munich, Germany

ADS Ratio: Each American Depositary Share ("ADS") represents two (2) ordinary shares (Stammaktien), no par value, of the Company ("Ordinary Shares").

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

Proposed Listing of ADSs: Nasdaq Global Select Market, ticker symbol "HCYN"

Existing Listing of Ordinary Shares: Frankfurt Stock Exchange (FRA: HCY), Prime Standard segment

The fees, charges, and expenses set forth in this Fee Schedule are the maximum amounts that the Depositary is entitled to charge ADS Holders in connection with the services described herein. The Depositary may, in its sole discretion, charge less than the maximum amounts specified below.

Section 1: Annual Depositary Service Fee

1.1 Each ADS Holder shall pay to the Depositary an annual depositary service fee of $0.05 per ADS held as of the applicable record date established by the Depositary for purposes of collecting such fee (the "Annual Fee").

1.2 The Annual Fee covers the administration of the American Depositary Receipts program, including, without limitation: (a) the maintenance and updating of the ADS Holder register and the records of the Depositary relating to the ADSs; (b) the distribution of reports, notices, proxy materials, and other communications received from the Company to ADS Holders and Beneficial Owners; (c) the compilation and dissemination of information required under applicable securities laws and regulations; (d) the coordination with the Company, the Custodian, and the transfer agent and registrar in connection with the ongoing servicing of the ADR facility; and (e) such other general depositary services as may be required in the ordinary course of maintaining the ADR program.

1.3 Payment Mechanics. The Depositary may, at its election, collect the Annual Fee by any one or more of the following methods:

(a) deducting the Annual Fee from cash dividends or other cash distributions payable in respect of the ADSs pursuant to the Deposit Agreement, prior to remitting the net amount thereof to ADS Holders;

(b) billing ADS Holders directly by invoice or statement delivered to the address of such ADS Holder as it appears on the books of the Depositary or the transfer agent and registrar;

(c) collecting the Annual Fee through book-entry systems, including by debiting the accounts of participants in The Depository Trust Company ("DTC") that hold ADSs on behalf of Beneficial Owners; or

(d) any other method of collection that the Depositary may determine to be practicable and consistent with the terms of the Deposit Agreement.

1.4 Timing. The Annual Fee shall accrue on a calendar-year basis and may be collected by the Depositary in one or more installments at such times during the calendar year as the Depositary shall determine in its reasonable discretion, upon notice to ADS Holders. Such notice may be provided by any means permitted under the Deposit Agreement, including by posting on the Depositary's website, by notice to DTC, or by inclusion in a distribution advice or billing statement.

1.5 Pro-ration. For ADSs that are issued or cancelled during a calendar year, the Annual Fee shall be pro-rated based on the actual number of days during the relevant calendar year that such ADSs were outstanding. The pro-rated Annual Fee shall be calculated by multiplying $0.05 by a fraction, the numerator of which is the number of days during the relevant calendar year that such ADSs were outstanding, and the denominator of which is 365 (or 366 in the case of a leap year).

1.6 Record Date for Fee Collection. The Depositary shall establish a record date for purposes of collecting the Annual Fee (the "Fee Record Date"). The Fee Record Date may be the same date as a dividend record date established by the Depositary in connection with a cash distribution or may be a separate record date designated by the Depositary for the sole purpose of determining which ADS Holders are liable for payment of the Annual Fee. The Depositary shall provide not less than ten (10) calendar days' advance notice of any Fee Record Date that is not coincident with a dividend record date.

Section 2: Issuance Fees (Deposit of Ordinary Shares / Issuance of ADSs)

2.1 The Depositary shall charge a fee of up to $5.00 per 100 ADSs (or fraction thereof) issued upon the deposit of Ordinary Shares with the Custodian and the issuance of the corresponding ADSs (the "Issuance Fee").

2.2 Applicability. The Issuance Fee shall be payable by the person depositing Ordinary Shares with the Custodian or the person receiving ADSs upon such deposit, as the case may be. Without limiting the generality of the foregoing, the Issuance Fee shall be applicable in connection with:

(a) deposits of Ordinary Shares by any person for the purpose of obtaining ADSs, whether in connection with a public or private transaction, a pre-release arrangement, or otherwise;

(b) issuances of ADSs resulting from distributions of Ordinary Shares by the Company, including stock dividends (Aktiendividenden), stock splits, bonus issues, or similar corporate transactions, to the extent that the Depositary issues additional ADSs representing such distributed Ordinary Shares; and

(c) issuances of ADSs upon the exercise of rights, warrants, or other entitlements distributed by the Company, or in connection with any other distribution that results in the issuance of additional ADSs.

2.3 For the avoidance of doubt, in connection with the initial public offering of ADSs by the Company (the "IPO"), the Issuance Fee with respect to ADSs issued to investors in the IPO shall be paid by the Company or the selling shareholders, as applicable, and shall not be charged to or collected from ADS Holders or the investors purchasing ADSs in the IPO. This arrangement applies solely to the ADSs issued in connection with the IPO and does not extend to any subsequent issuances of ADSs, including any ADSs issued pursuant to any over-allotment option granted to the underwriters.

2.4 The Issuance Fee is in addition to, and not in lieu of, any transfer and registration fees, custodian expenses, taxes, duties, or other governmental charges that may be payable in connection with the deposit of Ordinary Shares and the issuance of ADSs as set forth elsewhere in this Fee Schedule.

Section 3: Cancellation Fees (Surrender of ADSs / Withdrawal of Ordinary Shares)

3.1 The Depositary shall charge a fee of up to $5.00 per 100 ADSs (or fraction thereof) surrendered for cancellation and withdrawal of the deposited Ordinary Shares underlying such ADSs (the "Cancellation Fee").

3.2 Applicability. The Cancellation Fee shall be payable by the ADS Holder surrendering ADSs for cancellation, including, without limitation, in connection with:

(a) the surrender of ADSs by an ADS Holder for the purpose of withdrawing the underlying Ordinary Shares deposited with the Custodian, whether for delivery on the Frankfurt Stock Exchange, through Ashgrove Enterprises Banking AG, or otherwise;

(b) the cancellation of ADSs in connection with any termination of the Deposit Agreement, whether upon notice by the Company or the Depositary or upon the occurrence of any event requiring or permitting termination of the Deposit Agreement in accordance with its terms; and

(c) the cancellation and re-issuance of ADSs for any reason, including, without limitation, in connection with transfers of ADSs, split-ups or combinations of American Depositary Receipts ("ADRs"), or any other transaction that requires the cancellation of existing ADSs and the issuance of new ADSs, to the extent that a cancellation fee is applicable to such transaction.

3.3 The Cancellation Fee is in addition to, and not in lieu of, any transfer and registration fees, custodian expenses, taxes, duties, or other governmental charges that may be payable in connection with the surrender of ADSs and the withdrawal of the underlying Ordinary Shares as set forth elsewhere in this Fee Schedule.

Section 4: Cash Distribution Fee

4.1 The Depositary shall charge a fee of up to $5.00 per 100 ADSs (or fraction thereof) for distributing cash dividends or other cash distributions to ADS Holders (the "Cash Distribution Fee").

4.2 Deduction from Distributions. The Depositary may deduct the Cash Distribution Fee from the gross cash amount otherwise distributable to ADS Holders before remitting the net amount of such distribution. The amount deducted by the Depositary shall be disclosed to ADS Holders in the distribution advice or payment confirmation accompanying such distribution.

4.3 Applicability. The Cash Distribution Fee shall apply to all distributions of cash to ADS Holders, including, without limitation:

(a) regular cash dividends declared and paid by the Company on the Ordinary Shares;

(b) special or extraordinary cash dividends or other one-time cash distributions declared by the Company;

(c) distributions of cash proceeds resulting from the sale by the Depositary of rights, securities, or other entitlements that the Depositary determines cannot practicably be distributed to ADS Holders in kind; and

(d) any other cash amounts distributable to ADS Holders in connection with the deposited Ordinary Shares or the Deposit Agreement.

4.4 For the avoidance of doubt, the Cash Distribution Fee is separate from and in addition to any taxes, duties, or governmental charges that may be withheld or deducted from distributions as described in Section 9 of this Fee Schedule.

Section 5: Stock Distribution / Rights Distribution Fee

5.1 The Depositary shall charge a fee of up to $5.00 per 100 ADSs (or fraction thereof) for distributing ADSs to ADS Holders pursuant to stock dividends, free distributions, or the exercise of rights (the "Stock Distribution Fee").

5.2 The Stock Distribution Fee shall apply to any distribution of additional ADSs to ADS Holders, whether in connection with a stock dividend declared by the Company, a bonus issue of Ordinary Shares, a rights offering, or any other corporate action resulting in the issuance and distribution of additional ADSs to existing ADS Holders.

5.3 If the Depositary, in its discretion or pursuant to the terms of the Deposit Agreement, elects to sell rights, securities, or other entitlements and to distribute the net cash proceeds thereof to ADS Holders rather than distributing additional ADSs, the Cash Distribution Fee set forth in Section 4 of this Fee Schedule shall apply in lieu of the Stock Distribution Fee set forth in this Section 5.

Section 6: Depositary Services Fee for Distributions Other Than Cash or Stock

6.1 The Depositary shall charge a fee of up to $5.00 per 100 ADSs (or fraction thereof) for distributing securities or property other than ADSs or cash to ADS Holders (the "Non-Cash Distribution Fee").

6.2 The Non-Cash Distribution Fee shall apply to any in-kind distribution of property, securities, or other assets to ADS Holders, including, without limitation, distributions arising from spin-offs, split-offs, or other restructuring transactions of the Company, as well as any distribution of warrants, bonds, or other instruments that the Depositary elects to distribute in kind to ADS Holders.

6.3 If the Depositary, in its discretion or as required by the terms of the Deposit Agreement, elects to sell the distributed property, securities, or other assets and to distribute the net cash proceeds thereof to ADS Holders, the Cash Distribution Fee set forth in Section 4 of this Fee Schedule shall apply in lieu of the Non-Cash Distribution Fee set forth in this Section 6, and ADS Holders shall also be responsible for any costs and expenses incurred by the Depositary in connection with such sale.

Section 7: Transfer and Registration Fees

7.1 ADS Holders shall pay, or reimburse the Depositary for, any transfer and registration fees charged in connection with the transfer and registration of Ordinary Shares on the Company's share register (Aktienregister) or the books of any foreign registrar, transfer agent, or depositary maintained in connection with the Ordinary Shares, in each case in connection with the deposit of Ordinary Shares with the Custodian or the withdrawal of Ordinary Shares from the Custodian.

7.2 Such transfer and registration fees are charged by the share registrar or transfer agent in Germany, including Ashgrove Enterprises Banking AG, Frankfurt am Main, Germany, or any sub-custodian engaged by Ashgrove Enterprises Banking AG in connection with the settlement and registration of Ordinary Shares, and are passed through to ADS Holders at cost, without markup by the Depositary.

7.3 The transfer and registration fees described in this Section 7 are separate from and in addition to any fees payable to Crestfield Transfer Services Inc. in its capacity as transfer agent and registrar for the ADSs. Fees payable to Crestfield Transfer Services Inc. for its services as ADS transfer agent and registrar are governed by the separate transfer agent agreement between the Depositary and Crestfield Transfer Services Inc. and are not the direct obligation of ADS Holders, except to the extent otherwise provided in such agreement or the Deposit Agreement.

Section 8: Expenses and Charges of the Custodian

8.1 ADS Holders shall be responsible for reimbursing the Depositary for any fees, charges, costs, or expenses incurred by the Depositary's Custodian in Germany in connection with the safekeeping, administration, and servicing of the deposited Ordinary Shares. Such expenses shall be passed through to ADS Holders at cost, without markup by the Depositary, and shall include, without limitation:

(a) safe custody charges assessed by the Custodian and any sub-custodian for the safekeeping of the deposited Ordinary Shares, including periodic custody fees and any minimum custody charges applicable to the account in which the Ordinary Shares are held;

(b) transaction and settlement charges imposed by Ashgrove Enterprises Banking AG in connection with the deposit, withdrawal, transfer, or settlement of Ordinary Shares, including any charges associated with cross-border settlement or delivery-versus-payment transactions; and

(c) any fees, charges, or assessments imposed by the Frankfurt Stock Exchange, its clearing organization, or any related clearing or settlement system in connection with the settlement of transactions in Ordinary Shares, including any market infrastructure fees or regulatory levies.

8.2 The Depositary shall use commercially reasonable efforts to provide ADS Holders with advance notice of any material changes in the fees or charges assessed by the Custodian or sub-custodian that would materially affect the costs borne by ADS Holders under this Section 8.

Section 9: Taxes, Duties, and Other Governmental Charges

9.1 ADS Holders shall be liable for any tax, duty, levy, assessment, or other governmental charge (collectively, "Taxes") payable by or on behalf of the Depositary, the Custodian, or any sub-custodian in respect of:

(a) the ADSs, the ADRs, the Deposit Agreement, or the deposited Ordinary Shares;

(b) any transaction or event relating to the ADSs, including, without limitation, the deposit of Ordinary Shares with the Custodian, the withdrawal of Ordinary Shares from the Custodian, the transfer of ADSs, the distribution of dividends or other property, or any other action taken pursuant to the Deposit Agreement; and

(c) any income, capital gains, value-added, stamp, or similar tax arising in connection with the ownership, transfer, or disposition of the ADSs or the underlying Ordinary Shares.

9.2 German Withholding Tax. ADS Holders should be aware that dividends paid on the deposited Ordinary Shares are subject to German withholding tax at the statutory rate of 26.375%, comprising 25% capital gains tax (Kapitalertragsteuer) plus a 5.5% solidarity surcharge (Solidaritätszuschlag) thereon. Holders of ADSs that are residents of the United States for purposes of the Convention between the United States of America and the Federal Republic of Germany for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital and to Certain Other Taxes (the "US-Germany Tax Treaty") may be eligible for a reduced withholding rate of 15% on dividends under Article 10 of the US-Germany Tax Treaty, subject to applicable certification and documentation requirements, including the filing of appropriate forms with the German tax authorities (Bundeszentralamt für Steuern). The Depositary may, but shall not be obligated to, assist ADS Holders in obtaining the benefit of reduced treaty rates of withholding, including through procedures for reclaiming excess withholding tax from the German tax authorities.

9.3 The Depositary may withhold or deduct from any distribution any Taxes or governmental charges required by applicable law, regulation, or the terms of the Deposit Agreement. If the amount of any distribution is insufficient to satisfy the Taxes or governmental charges payable in connection therewith, the Depositary may sell all or a portion of the deposited Ordinary Shares or other deposited property to pay such Taxes or governmental charges, and ADS Holders shall remain liable for any deficiency.

9.4 ADS Holders and Beneficial Owners are referred to the section of the Prospectus relating to the initial public offering of ADSs entitled "Taxation" for a more detailed discussion of the material German and United States federal income tax consequences of the ownership and disposition of ADSs and Ordinary Shares. ADS Holders are urged to consult their own tax advisors regarding the tax consequences of holding, disposing of, or receiving distributions with respect to the ADSs.

Section 10: Currency Conversion Expenses

10.1 ADS Holders shall be responsible for all fees, costs, spreads, and expenses incurred by the Depositary or the Custodian in connection with the conversion of foreign currency (euro, "EUR") into United States dollars ("USD") for distribution to ADS Holders, including any transaction fees, dealer spreads, or commissions charged by the financial institution or currency broker utilized by the Depositary to effect such conversion.

10.2 If the Depositary determines, in its reasonable judgment, that it is unable to convert EUR into USD at a reasonable rate on a timely basis, or that the conversion of EUR into USD is impracticable due to applicable exchange controls, currency restrictions, or other regulatory limitations, the Depositary may, in its discretion: (a) distribute the EUR (or a document of entitlement thereto) to ADS Holders that are entitled to receive such distribution; or (b) hold the EUR uninvested and without liability for interest for the account and benefit of the ADS Holders entitled thereto, until such conversion can be effected or until such ADS Holders instruct the Depositary with respect to the disposition of such EUR.

10.3 Exchange Rate Risk. Neither the Depositary nor the Company shall be liable for any loss, cost, or expense resulting from exchange rate fluctuations between the EUR and the USD, including any loss resulting from the timing of the conversion of EUR into USD or any difference between the exchange rate at which the conversion is effected and the exchange rate at any other time. For illustrative purposes only, the reference EUR/USD exchange rate as of January 10, 2026 was €1.00 = $1.078, as published by the European Central Bank. ADS Holders acknowledge and agree that the actual exchange rate applicable to any conversion may differ materially from such illustrative rate.

Section 11: Cable, Telex, Facsimile, and Electronic Transmission Charges

11.1 ADS Holders shall reimburse the Depositary for any and all expenses incurred by the Depositary or the Custodian in connection with the transmission of communications, instructions, or information by cable, telex, facsimile, SWIFT, or electronic transmission (including secure internet-based communication platforms) in connection with:

(a) the deposit or withdrawal of Ordinary Shares;

(b) the distribution of dividends, rights, or other entitlements to ADS Holders;

(d) the transmission of notices, reports, or proxy materials between the Company, the Depositary, the Custodian, and ADS Holders; and

(e) any other service or function performed by the Depositary or the Custodian under the Deposit Agreement that requires the transmission of communications by cable, telex, facsimile, SWIFT, or electronic means.

11.2 Such charges shall be passed through to ADS Holders at cost, without markup by the Depositary.

Section 12: Reimbursement of Company Payments to the Depositary

12.1 ADS Holders should be aware that the Depositary may, from time to time, receive reimbursement from the Company for certain expenses relating to the establishment and ongoing maintenance of the ADR program. The existence and nature of any such reimbursement arrangement are disclosed in this Fee Schedule for the benefit of ADS Holders and Beneficial Owners.

12.2 The categories of expenses that the Company may agree to reimburse to the Depositary, or for which the Company may make direct payments to the Depositary, include, without limitation:

(a) expenses for the delivery and servicing of the ADR program, including standard depositary service costs, investor relations program expenses (such as roadshow logistics, investor targeting, and market intelligence services), and costs associated with the printing and distribution of the Company's annual stockholder report and other materials to ADS Holders;

(b) listing fees payable in connection with the listing of the ADSs on the Nasdaq Global Select Market, to the extent such listing fees are borne or advanced by the Depositary;

(c) legal, accounting, and compliance costs incurred by the Depositary in maintaining the ADR facility, including costs associated with the preparation and filing of registration statements, amendments, and reports with the U.S. Securities and Exchange Commission (the "SEC") on behalf of the ADR program; and

(d) costs associated with SEC reporting support, including the preparation and filing of Form F-6 registration statements and any amendments thereto, as well as costs associated with responding to SEC comments and inquiries relating to the ADR program.

12.3 The existence and amount of any such reimbursement arrangement between the Company and the Depositary will be disclosed in the Company's annual report on Form 20-F filed with the SEC, in accordance with SEC staff guidance. ADS Holders and Beneficial Owners are encouraged to review the Company's annual report on Form 20-F for the most current information regarding any reimbursement or payment arrangements between the Company and the Depositary.

12.4 The reimbursement or payment arrangements described in this Section 12 are between the Company and the Depositary and do not reduce or otherwise affect the fees, charges, or expenses payable by ADS Holders under this Fee Schedule.

Section 13: Summary of Permitted Direct Charges by the Depositary

For the convenience of ADS Holders, the following table summarizes the maximum fee amounts per service that the Depositary is entitled to charge ADS Holders under this Fee Schedule:

The Depositary reserves the right to charge less than the maximum amounts set forth in the table above. The actual amounts charged may vary from transaction to transaction and from time to time. ADS Holders should contact the Depositary at the address set forth in Section 16 of this Fee Schedule for the current fee amounts applicable to any particular service.

Section 14: Right to Amend Fee Schedule

14.1 The Depositary reserves the right to amend this Fee Schedule from time to time in its sole discretion, including, without limitation, the right to increase, decrease, add, eliminate, or otherwise modify any fee, charge, or expense set forth herein.

14.2 Any amendment to this Fee Schedule shall become effective upon not less than thirty (30) days' prior notice to ADS Holders. Such notice may be given by any one or more of the following methods: (a) posting on the Depositary's website; (b) notice to DTC for communication to DTC participants; (c) direct mailing or electronic communication to ADS Holders of record; or (d) any other means permitted under the Deposit Agreement.

14.3 The continued holding of ADSs by an ADS Holder after the effective date of any amendment to this Fee Schedule shall constitute acceptance by such ADS Holder of the amended fees, charges, and expenses set forth in the amended Fee Schedule. An ADS Holder that does not wish to be bound by the amended Fee Schedule may surrender its ADSs for cancellation and withdraw the underlying Ordinary Shares prior to the effective date of such amendment, subject to the terms and conditions of the Deposit Agreement and the payment of all fees, charges, and expenses then outstanding.

Section 15: Manner of Payment

15.1 All fees, charges, and expenses payable by ADS Holders pursuant to this Fee Schedule shall be payable in United States dollars. To the extent that any fee, charge, or expense is denominated in or payable in a currency other than United States dollars, such fee, charge, or expense shall be converted into United States dollars at the exchange rate determined by the Depositary in its reasonable discretion at the time of conversion.

15.2 The Depositary may deduct or set off any fees, charges, or expenses payable by an ADS Holder under this Fee Schedule against any cash distribution or other cash amount payable to such ADS Holder in respect of the ADSs. The Depositary shall disclose the amount of any such deduction or set-off in the distribution advice or payment confirmation delivered to the ADS Holder.

15.3 If no cash distribution or other cash amount is available for set-off against fees, charges, or expenses payable by an ADS Holder, the Depositary may collect such fees, charges, or expenses by: (a) billing the ADS Holder directly at the address of such ADS Holder as it appears on the books of the Depositary or the transfer agent and registrar; or (b) debiting the accounts of DTC participants that hold ADSs on behalf of Beneficial Owners, and such DTC participants may in turn debit the accounts of the Beneficial Owners on whose behalf such ADSs are held.

15.4 The Depositary shall be under no obligation to provide any service for which a fee, charge, or expense is assessed under this Fee Schedule or the Deposit Agreement until such fee, charge, or expense has been paid in full. Without limiting the foregoing, the Depositary may decline to effect the deposit of Ordinary Shares, the issuance of ADSs, the cancellation of ADSs, the withdrawal of Ordinary Shares, or the distribution of any dividend, right, or other entitlement until all applicable fees, charges, and expenses have been paid or provision for their payment has been made to the Depositary's satisfaction.

Section 16: Contact Information

For inquiries regarding the fees, charges, and expenses set forth in this Fee Schedule, or for general information regarding the ADR program, ADS Holders may contact:

Depositary: Meridian Trust Company, N.A. Depositary Receipts Division 101 Barclay Street New York, NY 10286

Attention: Patricia Novak, Vice President, Depositary Receipts

Telephone: (212) 815-2050

Email: depositary.receipts@meridiantrust.com

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

Attention: Angela Moretti, Director, Corporate Actions

Telephone: (718) 921-8200

Email: corporate.actions@crestfieldtransfer.com

ADS Holders holding ADSs through a broker, bank, or other nominee should direct fee-related inquiries to such broker, bank, or nominee in the first instance.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Depositary has executed this Fee Schedule as of the date set forth below, and the Company has acknowledged and agreed to the terms hereof.

MERIDIAN TRUST COMPANY, NATIONAL ASSOCIATION, as Depositary

By: ________

Name: Patricia Novak

Title: Vice President, Depositary Receipts

Date: ________

ACKNOWLEDGED AND AGREED:

HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT

By: ________

Name: ________

Title: ________

By: ________

Name: ________

Title: ________

Date: [●], 2026

This Fee Schedule is an integral part of and is incorporated by reference into the Deposit Agreement, dated as of [●], 2026, among Halcyon Semiconductor Aktiengesellschaft, Meridian Trust Company, National Association, and all Holders and Beneficial Owners of American Depositary Shares from time to time.

Service	Maximum Fee
Annual depositary service fee	$0.05 per ADS
Issuance of ADSs (deposit of Ordinary Shares)	Up to $5.00 per 100 ADSs (or fraction thereof)
Cancellation of ADSs (withdrawal of Ordinary Shares)	Up to $5.00 per 100 ADSs (or fraction thereof)
Cash distribution	Up to $5.00 per 100 ADSs (or fraction thereof)
Stock / rights distribution	Up to $5.00 per 100 ADSs (or fraction thereof)
Other non-cash distribution	Up to $5.00 per 100 ADSs (or fraction thereof)
Transfer and registration of Ordinary Shares	At cost
Custodian expenses	At cost
Taxes, duties, governmental charges	At cost / as required by applicable law
Currency conversion	At cost
Cable / telex / electronic transmission	At cost

FEE SCHEDULE
Exhibit [●] to the Deposit Agreement
This Fee Schedule (this "Fee Schedule") is attached to and forms a part of the Deposit Agreement, dated as of [●], 2026 (the "Deposit Agreement"), among Halcyon Semiconductor Aktiengesellschaft, a German stock corporation (Aktiengesellschaft) (the "Company"), Meridian Trust Company, National Association, as Depositary (the "Depositary"), and all Holders and Beneficial Owners of American Depositary Shares from time to time (collectively, the "ADS Holders").
This Fee Schedule shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of laws principles thereof.
Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Deposit Agreement. In the event of any conflict between the terms of this Fee Schedule and the terms of the Deposit Agreement, the terms of the Deposit Agreement shall control, except with respect to the specific fee amounts and payment mechanics set forth herein.
The following information is provided for reference purposes:
Depositary: Meridian Trust Company, National Association Principal Office: 101 Barclay Street, New York, NY 10286
Company: Halcyon Semiconductor Aktiengesellschaft Company Headquarters: Maximilianstraße 72, 80539 Munich, Germany
ADS Ratio: Each American Depositary Share ("ADS") represents two (2) ordinary shares (Stammaktien), no par value, of the Company ("Ordinary Shares").
Transfer Agent and Registrar for the ADSs: Crestfield Transfer Services Inc., 6201 15th Avenue, Brooklyn, NY 11219
Proposed Listing of ADSs: Nasdaq Global Select Market, ticker symbol "HCYN"
Existing Listing of Ordinary Shares: Frankfurt Stock Exchange (FRA: HCY), Prime Standard segment
The fees, charges, and expenses set forth in this Fee Schedule are the maximum amounts that the Depositary is entitled to charge ADS Holders in connection with the services described herein. The Depositary may, in its sole discretion, charge less than the maximum amounts specified below.
Section 1: Annual Depositary Service Fee
1.1 Each ADS Holder shall pay to the Depositary an annual depositary service fee of $0.05 per ADS held as of the applicable record date established by the Depositary for purposes of collecting such fee (the "Annual Fee").
1.2 The Annual Fee covers the administration of the American Depositary Receipts program, including, without limitation: (a) the maintenance and updating of the ADS Holder register and the records of the Depositary relating to the ADSs; (b) the distribution of reports, notices, proxy materials, and other communications received from the Company to ADS Holders and Beneficial Owners; (c) the compilation and dissemination of information required under applicable securities laws and regulations; (d) the coordination with the Company, the Custodian, and the transfer agent and registrar in connection with the ongoing servicing of the ADR facility; and (e) such other general depositary services as may be required in the ordinary course of maintaining the ADR program.
1.3 Payment Mechanics. The Depositary may, at its election, collect the Annual Fee by any one or more of the following methods:
(a) deducting the Annual Fee from cash dividends or other cash distributions payable in respect of the ADSs pursuant to the Deposit Agreement, prior to remitting the net amount thereof to ADS Holders;
(b) billing ADS Holders directly by invoice or statement delivered to the address of such ADS Holder as it appears on the books of the Depositary or the transfer agent and registrar;
(c) collecting the Annual Fee through book-entry systems, including by debiting the accounts of participants in The Depository Trust Company ("DTC") that hold ADSs on behalf of Beneficial Owners; or
(d) any other method of collection that the Depositary may determine to be practicable and consistent with the terms of the Deposit Agreement.
1.4 Timing. The Annual Fee shall accrue on a calendar-year basis and may be collected by the Depositary in one or more installments at such times during the calendar year as the Depositary shall determine in its reasonable discretion, upon notice to ADS Holders. Such notice may be provided by any means permitted under the Deposit Agreement, including by posting on the Depositary's website, by notice to DTC, or by inclusion in a distribution advice or billing statement.
1.5 Pro-ration. For ADSs that are issued or cancelled during a calendar year, the Annual Fee shall be pro-rated based on the actual number of days during the relevant calendar year that such ADSs were outstanding. The pro-rated Annual Fee shall be calculated by multiplying $0.05 by a fraction, the numerator of which is the number of days during the relevant calendar year that such ADSs were outstanding, and the denominator of which is 365 (or 366 in the case of a leap year).
1.6 Record Date for Fee Collection. The Depositary shall establish a record date for purposes of collecting the Annual Fee (the "Fee Record Date"). The Fee Record Date may be the same date as a dividend record date established by the Depositary in connection with a cash distribution or may be a separate record date designated by the Depositary for the sole purpose of determining which ADS Holders are liable for payment of the Annual Fee. The Depositary shall provide not less than ten (10) calendar days' advance notice of any Fee Record Date that is not coincident with a dividend record date.
Section 2: Issuance Fees (Deposit of Ordinary Shares / Issuance of ADSs)
2.1 The Depositary shall charge a fee of up to $5.00 per 100 ADSs (or fraction thereof) issued upon the deposit of Ordinary Shares with the Custodian and the issuance of the corresponding ADSs (the "Issuance Fee").
2.2 Applicability. The Issuance Fee shall be payable by the person depositing Ordinary Shares with the Custodian or the person receiving ADSs upon such deposit, as the case may be. Without limiting the generality of the foregoing, the Issuance Fee shall be applicable in connection with:
(a) deposits of Ordinary Shares by any person for the purpose of obtaining ADSs, whether in connection with a public or private transaction, a pre-release arrangement, or otherwise;
(b) issuances of ADSs resulting from distributions of Ordinary Shares by the Company, including stock dividends (Aktiendividenden), stock splits, bonus issues, or similar corporate transactions, to the extent that the Depositary issues additional ADSs representing such distributed Ordinary Shares; and
(c) issuances of ADSs upon the exercise of rights, warrants, or other entitlements distributed by the Company, or in connection with any other distribution that results in the issuance of additional ADSs.
2.3 For the avoidance of doubt, in connection with the initial public offering of ADSs by the Company (the "IPO"), the Issuance Fee with respect to ADSs issued to investors in the IPO shall be paid by the Company or the selling shareholders, as applicable, and shall not be charged to or collected from ADS Holders or the investors purchasing ADSs in the IPO. This arrangement applies solely to the ADSs issued in connection with the IPO and does not extend to any subsequent issuances of ADSs, including any ADSs issued pursuant to any over-allotment option granted to the underwriters.
2.4 The Issuance Fee is in addition to, and not in lieu of, any transfer and registration fees, custodian expenses, taxes, duties, or other governmental charges that may be payable in connection with the deposit of Ordinary Shares and the issuance of ADSs as set forth elsewhere in this Fee Schedule.
Section 3: Cancellation Fees (Surrender of ADSs / Withdrawal of Ordinary Shares)
3.1 The Depositary shall charge a fee of up to $5.00 per 100 ADSs (or fraction thereof) surrendered for cancellation and withdrawal of the deposited Ordinary Shares underlying such ADSs (the "Cancellation Fee").
3.2 Applicability. The Cancellation Fee shall be payable by the ADS Holder surrendering ADSs for cancellation, including, without limitation, in connection with:
(a) the surrender of ADSs by an ADS Holder for the purpose of withdrawing the underlying Ordinary Shares deposited with the Custodian, whether for delivery on the Frankfurt Stock Exchange, through Ashgrove Enterprises Banking AG, or otherwise;
(b) the cancellation of ADSs in connection with any termination of the Deposit Agreement, whether upon notice by the Company or the Depositary or upon the occurrence of any event requiring or permitting termination of the Deposit Agreement in accordance with its terms; and
(c) the cancellation and re-issuance of ADSs for any reason, including, without limitation, in connection with transfers of ADSs, split-ups or combinations of American Depositary Receipts ("ADRs"), or any other transaction that requires the cancellation of existing ADSs and the issuance of new ADSs, to the extent that a cancellation fee is applicable to such transaction.
3.3 The Cancellation Fee is in addition to, and not in lieu of, any transfer and registration fees, custodian expenses, taxes, duties, or other governmental charges that may be payable in connection with the surrender of ADSs and the withdrawal of the underlying Ordinary Shares as set forth elsewhere in this Fee Schedule.
Section 4: Cash Distribution Fee
4.1 The Depositary shall charge a fee of up to $5.00 per 100 ADSs (or fraction thereof) for distributing cash dividends or other cash distributions to ADS Holders (the "Cash Distribution Fee").
4.2 Deduction from Distributions. The Depositary may deduct the Cash Distribution Fee from the gross cash amount otherwise distributable to ADS Holders before remitting the net amount of such distribution. The amount deducted by the Depositary shall be disclosed to ADS Holders in the distribution advice or payment confirmation accompanying such distribution.
4.3 Applicability. The Cash Distribution Fee shall apply to all distributions of cash to ADS Holders, including, without limitation:
(a) regular cash dividends declared and paid by the Company on the Ordinary Shares;
(b) special or extraordinary cash dividends or other one-time cash distributions declared by the Company;
(c) distributions of cash proceeds resulting from the sale by the Depositary of rights, securities, or other entitlements that the Depositary determines cannot practicably be distributed to ADS Holders in kind; and
(d) any other cash amounts distributable to ADS Holders in connection with the deposited Ordinary Shares or the Deposit Agreement.
4.4 For the avoidance of doubt, the Cash Distribution Fee is separate from and in addition to any taxes, duties, or governmental charges that may be withheld or deducted from distributions as described in Section 9 of this Fee Schedule.
Section 5: Stock Distribution / Rights Distribution Fee
5.1 The Depositary shall charge a fee of up to $5.00 per 100 ADSs (or fraction thereof) for distributing ADSs to ADS Holders pursuant to stock dividends, free distributions, or the exercise of rights (the "Stock Distribution Fee").
5.2 The Stock Distribution Fee shall apply to any distribution of additional ADSs to ADS Holders, whether in connection with a stock dividend declared by the Company, a bonus issue of Ordinary Shares, a rights offering, or any other corporate action resulting in the issuance and distribution of additional ADSs to existing ADS Holders.
5.3 If the Depositary, in its discretion or pursuant to the terms of the Deposit Agreement, elects to sell rights, securities, or other entitlements and to distribute the net cash proceeds thereof to ADS Holders rather than distributing additional ADSs, the Cash Distribution Fee set forth in Section 4 of this Fee Schedule shall apply in lieu of the Stock Distribution Fee set forth in this Section 5.
Section 6: Depositary Services Fee for Distributions Other Than Cash or Stock
6.1 The Depositary shall charge a fee of up to $5.00 per 100 ADSs (or fraction thereof) for distributing securities or property other than ADSs or cash to ADS Holders (the "Non-Cash Distribution Fee").
6.2 The Non-Cash Distribution Fee shall apply to any in-kind distribution of property, securities, or other assets to ADS Holders, including, without limitation, distributions arising from spin-offs, split-offs, or other restructuring transactions of the Company, as well as any distribution of warrants, bonds, or other instruments that the Depositary elects to distribute in kind to ADS Holders.
6.3 If the Depositary, in its discretion or as required by the terms of the Deposit Agreement, elects to sell the distributed property, securities, or other assets and to distribute the net cash proceeds thereof to ADS Holders, the Cash Distribution Fee set forth in Section 4 of this Fee Schedule shall apply in lieu of the Non-Cash Distribution Fee set forth in this Section 6, and ADS Holders shall also be responsible for any costs and expenses incurred by the Depositary in connection with such sale.
Section 7: Transfer and Registration Fees
7.1 ADS Holders shall pay, or reimburse the Depositary for, any transfer and registration fees charged in connection with the transfer and registration of Ordinary Shares on the Company's share register (Aktienregister) or the books of any foreign registrar, transfer agent, or depositary maintained in connection with the Ordinary Shares, in each case in connection with the deposit of Ordinary Shares with the Custodian or the withdrawal of Ordinary Shares from the Custodian.
7.2 Such transfer and registration fees are charged by the share registrar or transfer agent in Germany, including Ashgrove Enterprises Banking AG, Frankfurt am Main, Germany, or any sub-custodian engaged by Ashgrove Enterprises Banking AG in connection with the settlement and registration of Ordinary Shares, and are passed through to ADS Holders at cost, without markup by the Depositary.
7.3 The transfer and registration fees described in this Section 7 are separate from and in addition to any fees payable to Crestfield Transfer Services Inc. in its capacity as transfer agent and registrar for the ADSs. Fees payable to Crestfield Transfer Services Inc. for its services as ADS transfer agent and registrar are governed by the separate transfer agent agreement between the Depositary and Crestfield Transfer Services Inc. and are not the direct obligation of ADS Holders, except to the extent otherwise provided in such agreement or the Deposit Agreement.
Section 8: Expenses and Charges of the Custodian
8.1 ADS Holders shall be responsible for reimbursing the Depositary for any fees, charges, costs, or expenses incurred by the Depositary's Custodian in Germany in connection with the safekeeping, administration, and servicing of the deposited Ordinary Shares. Such expenses shall be passed through to ADS Holders at cost, without markup by the Depositary, and shall include, without limitation:
(a) safe custody charges assessed by the Custodian and any sub-custodian for the safekeeping of the deposited Ordinary Shares, including periodic custody fees and any minimum custody charges applicable to the account in which the Ordinary Shares are held;
(b) transaction and settlement charges imposed by Ashgrove Enterprises Banking AG in connection with the deposit, withdrawal, transfer, or settlement of Ordinary Shares, including any charges associated with cross-border settlement or delivery-versus-payment transactions; and
(c) any fees, charges, or assessments imposed by the Frankfurt Stock Exchange, its clearing organization, or any related clearing or settlement system in connection with the settlement of transactions in Ordinary Shares, including any market infrastructure fees or regulatory levies.
8.2 The Depositary shall use commercially reasonable efforts to provide ADS Holders with advance notice of any material changes in the fees or charges assessed by the Custodian or sub-custodian that would materially affect the costs borne by ADS Holders under this Section 8.
Section 9: Taxes, Duties, and Other Governmental Charges
9.1 ADS Holders shall be liable for any tax, duty, levy, assessment, or other governmental charge (collectively, "Taxes") payable by or on behalf of the Depositary, the Custodian, or any sub-custodian in respect of:
(a) the ADSs, the ADRs, the Deposit Agreement, or the deposited Ordinary Shares;
(b) any transaction or event relating to the ADSs, including, without limitation, the deposit of Ordinary Shares with the Custodian, the withdrawal of Ordinary Shares from the Custodian, the transfer of ADSs, the distribution of dividends or other property, or any other action taken pursuant to the Deposit Agreement; and
(c) any income, capital gains, value-added, stamp, or similar tax arising in connection with the ownership, transfer, or disposition of the ADSs or the underlying Ordinary Shares.
9.2 German Withholding Tax. ADS Holders should be aware that dividends paid on the deposited Ordinary Shares are subject to German withholding tax at the statutory rate of 26.375%, comprising 25% capital gains tax (Kapitalertragsteuer) plus a 5.5% solidarity surcharge (Solidaritätszuschlag) thereon. Holders of ADSs that are residents of the United States for purposes of the Convention between the United States of America and the Federal Republic of Germany for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital and to Certain Other Taxes (the "US-Germany Tax Treaty") may be eligible for a reduced withholding rate of 15% on dividends under Article 10 of the US-Germany Tax Treaty, subject to applicable certification and documentation requirements, including the filing of appropriate forms with the German tax authorities (Bundeszentralamt für Steuern). The Depositary may, but shall not be obligated to, assist ADS Holders in obtaining the benefit of reduced treaty rates of withholding, including through procedures for reclaiming excess withholding tax from the German tax authorities.
9.3 The Depositary may withhold or deduct from any distribution any Taxes or governmental charges required by applicable law, regulation, or the terms of the Deposit Agreement. If the amount of any distribution is insufficient to satisfy the Taxes or governmental charges payable in connection therewith, the Depositary may sell all or a portion of the deposited Ordinary Shares or other deposited property to pay such Taxes or governmental charges, and ADS Holders shall remain liable for any deficiency.
9.4 ADS Holders and Beneficial Owners are referred to the section of the Prospectus relating to the initial public offering of ADSs entitled "Taxation" for a more detailed discussion of the material German and United States federal income tax consequences of the ownership and disposition of ADSs and Ordinary Shares. ADS Holders are urged to consult their own tax advisors regarding the tax consequences of holding, disposing of, or receiving distributions with respect to the ADSs.
Section 10: Currency Conversion Expenses
10.1 ADS Holders shall be responsible for all fees, costs, spreads, and expenses incurred by the Depositary or the Custodian in connection with the conversion of foreign currency (euro, "EUR") into United States dollars ("USD") for distribution to ADS Holders, including any transaction fees, dealer spreads, or commissions charged by the financial institution or currency broker utilized by the Depositary to effect such conversion.
10.2 If the Depositary determines, in its reasonable judgment, that it is unable to convert EUR into USD at a reasonable rate on a timely basis, or that the conversion of EUR into USD is impracticable due to applicable exchange controls, currency restrictions, or other regulatory limitations, the Depositary may, in its discretion: (a) distribute the EUR (or a document of entitlement thereto) to ADS Holders that are entitled to receive such distribution; or (b) hold the EUR uninvested and without liability for interest for the account and benefit of the ADS Holders entitled thereto, until such conversion can be effected or until such ADS Holders instruct the Depositary with respect to the disposition of such EUR.
10.3 Exchange Rate Risk. Neither the Depositary nor the Company shall be liable for any loss, cost, or expense resulting from exchange rate fluctuations between the EUR and the USD, including any loss resulting from the timing of the conversion of EUR into USD or any difference between the exchange rate at which the conversion is effected and the exchange rate at any other time. For illustrative purposes only, the reference EUR/USD exchange rate as of January 10, 2026 was €1.00 = $1.078, as published by the European Central Bank. ADS Holders acknowledge and agree that the actual exchange rate applicable to any conversion may differ materially from such illustrative rate.
Section 11: Cable, Telex, Facsimile, and Electronic Transmission Charges
11.1 ADS Holders shall reimburse the Depositary for any and all expenses incurred by the Depositary or the Custodian in connection with the transmission of communications, instructions, or information by cable, telex, facsimile, SWIFT, or electronic transmission (including secure internet-based communication platforms) in connection with:
(a) the deposit or withdrawal of Ordinary Shares;
(b) the distribution of dividends, rights, or other entitlements to ADS Holders;
(c) the exercise or sale of rights or other entitlements on behalf of ADS Holders;
(d) the transmission of notices, reports, or proxy materials between the Company, the Depositary, the Custodian, and ADS Holders; and
(e) any other service or function performed by the Depositary or the Custodian under the Deposit Agreement that requires the transmission of communications by cable, telex, facsimile, SWIFT, or electronic means.
11.2 Such charges shall be passed through to ADS Holders at cost, without markup by the Depositary.
Section 12: Reimbursement of Company Payments to the Depositary
12.1 ADS Holders should be aware that the Depositary may, from time to time, receive reimbursement from the Company for certain expenses relating to the establishment and ongoing maintenance of the ADR program. The existence and nature of any such reimbursement arrangement are disclosed in this Fee Schedule for the benefit of ADS Holders and Beneficial Owners.
12.2 The categories of expenses that the Company may agree to reimburse to the Depositary, or for which the Company may make direct payments to the Depositary, include, without limitation:
(a) expenses for the delivery and servicing of the ADR program, including standard depositary service costs, investor relations program expenses (such as roadshow logistics, investor targeting, and market intelligence services), and costs associated with the printing and distribution of the Company's annual stockholder report and other materials to ADS Holders;
(b) listing fees payable in connection with the listing of the ADSs on the Nasdaq Global Select Market, to the extent such listing fees are borne or advanced by the Depositary;
(c) legal, accounting, and compliance costs incurred by the Depositary in maintaining the ADR facility, including costs associated with the preparation and filing of registration statements, amendments, and reports with the U.S. Securities and Exchange Commission (the "SEC") on behalf of the ADR program; and
(d) costs associated with SEC reporting support, including the preparation and filing of Form F-6 registration statements and any amendments thereto, as well as costs associated with responding to SEC comments and inquiries relating to the ADR program.
12.3 The existence and amount of any such reimbursement arrangement between the Company and the Depositary will be disclosed in the Company's annual report on Form 20-F filed with the SEC, in accordance with SEC staff guidance. ADS Holders and Beneficial Owners are encouraged to review the Company's annual report on Form 20-F for the most current information regarding any reimbursement or payment arrangements between the Company and the Depositary.
12.4 The reimbursement or payment arrangements described in this Section 12 are between the Company and the Depositary and do not reduce or otherwise affect the fees, charges, or expenses payable by ADS Holders under this Fee Schedule.
Section 13: Summary of Permitted Direct Charges by the Depositary
For the convenience of ADS Holders, the following table summarizes the maximum fee amounts per service that the Depositary is entitled to charge ADS Holders under this Fee Schedule:
The Depositary reserves the right to charge less than the maximum amounts set forth in the table above. The actual amounts charged may vary from transaction to transaction and from time to time. ADS Holders should contact the Depositary at the address set forth in Section 16 of this Fee Schedule for the current fee amounts applicable to any particular service.
Section 14: Right to Amend Fee Schedule
14.1 The Depositary reserves the right to amend this Fee Schedule from time to time in its sole discretion, including, without limitation, the right to increase, decrease, add, eliminate, or otherwise modify any fee, charge, or expense set forth herein.
14.2 Any amendment to this Fee Schedule shall become effective upon not less than thirty (30) days' prior notice to ADS Holders. Such notice may be given by any one or more of the following methods: (a) posting on the Depositary's website; (b) notice to DTC for communication to DTC participants; (c) direct mailing or electronic communication to ADS Holders of record; or (d) any other means permitted under the Deposit Agreement.
14.3 The continued holding of ADSs by an ADS Holder after the effective date of any amendment to this Fee Schedule shall constitute acceptance by such ADS Holder of the amended fees, charges, and expenses set forth in the amended Fee Schedule. An ADS Holder that does not wish to be bound by the amended Fee Schedule may surrender its ADSs for cancellation and withdraw the underlying Ordinary Shares prior to the effective date of such amendment, subject to the terms and conditions of the Deposit Agreement and the payment of all fees, charges, and expenses then outstanding.
Section 15: Manner of Payment
15.1 All fees, charges, and expenses payable by ADS Holders pursuant to this Fee Schedule shall be payable in United States dollars. To the extent that any fee, charge, or expense is denominated in or payable in a currency other than United States dollars, such fee, charge, or expense shall be converted into United States dollars at the exchange rate determined by the Depositary in its reasonable discretion at the time of conversion.
15.2 The Depositary may deduct or set off any fees, charges, or expenses payable by an ADS Holder under this Fee Schedule against any cash distribution or other cash amount payable to such ADS Holder in respect of the ADSs. The Depositary shall disclose the amount of any such deduction or set-off in the distribution advice or payment confirmation delivered to the ADS Holder.
15.3 If no cash distribution or other cash amount is available for set-off against fees, charges, or expenses payable by an ADS Holder, the Depositary may collect such fees, charges, or expenses by: (a) billing the ADS Holder directly at the address of such ADS Holder as it appears on the books of the Depositary or the transfer agent and registrar; or (b) debiting the accounts of DTC participants that hold ADSs on behalf of Beneficial Owners, and such DTC participants may in turn debit the accounts of the Beneficial Owners on whose behalf such ADSs are held.
15.4 The Depositary shall be under no obligation to provide any service for which a fee, charge, or expense is assessed under this Fee Schedule or the Deposit Agreement until such fee, charge, or expense has been paid in full. Without limiting the foregoing, the Depositary may decline to effect the deposit of Ordinary Shares, the issuance of ADSs, the cancellation of ADSs, the withdrawal of Ordinary Shares, or the distribution of any dividend, right, or other entitlement until all applicable fees, charges, and expenses have been paid or provision for their payment has been made to the Depositary's satisfaction.
Section 16: Contact Information
For inquiries regarding the fees, charges, and expenses set forth in this Fee Schedule, or for general information regarding the ADR program, ADS Holders may contact:
Depositary: Meridian Trust Company, N.A. Depositary Receipts Division 101 Barclay Street New York, NY 10286
Attention: Patricia Novak, Vice President, Depositary Receipts
Telephone: (212) 815-2050
Email: depositary.receipts@meridiantrust.com
Transfer Agent and Registrar: Crestfield Transfer Services Inc. 6201 15th Avenue Brooklyn, NY 11219
Attention: Angela Moretti, Director, Corporate Actions
Telephone: (718) 921-8200
Email: corporate.actions@crestfieldtransfer.com
ADS Holders holding ADSs through a broker, bank, or other nominee should direct fee-related inquiries to such broker, bank, or nominee in the first instance.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Depositary has executed this Fee Schedule as of the date set forth below, and the Company has acknowledged and agreed to the terms hereof.
MERIDIAN TRUST COMPANY, NATIONAL ASSOCIATION, as Depositary
By: ________
Name: Patricia Novak
Title: Vice President, Depositary Receipts
Date: ________
ACKNOWLEDGED AND AGREED:
HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT
By: ________
Name: ________
Title: ________
By: ________
Name: ________
Title: ________
Date: [●], 2026
This Fee Schedule is an integral part of and is incorporated by reference into the Deposit Agreement, dated as of [●], 2026, among Halcyon Semiconductor Aktiengesellschaft, Meridian Trust Company, National Association, and all Holders and Beneficial Owners of American Depositary Shares from time to time.
Service | Maximum Fee
Annual depositary service fee | $0.05 per ADS
Issuance of ADSs (deposit of Ordinary Shares) | Up to $5.00 per 100 ADSs (or fraction thereof)
Cancellation of ADSs (withdrawal of Ordinary Shares) | Up to $5.00 per 100 ADSs (or fraction thereof)
Cash distribution | Up to $5.00 per 100 ADSs (or fraction thereof)
Stock / rights distribution | Up to $5.00 per 100 ADSs (or fraction thereof)
Other non-cash distribution | Up to $5.00 per 100 ADSs (or fraction thereof)
Transfer and registration of Ordinary Shares | At cost
Custodian expenses | At cost
Taxes, duties, governmental charges | At cost / as required by applicable law
Currency conversion | At cost
Cable / telex / electronic transmission | At cost

FEE SCHEDULE

ACKNOWLEDGED AND AGREED:

HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT

Record

Parties

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