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

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CONFIDENTIAL — DRAFT — SUBJECT TO REVISION

FORM OF AMERICAN DEPOSITARY RECEIPT

Exhibit A to the Deposit Agreement

Representing American Depositary Shares each representing two (2) Ordinary Shares (Stammaktien), no par value, of

HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT

Prepared by: Calderwood & Harkness LLP One Liberty Plaza, 42nd Floor New York, NY 10006

Matter Reference: Halcyon Semiconductor AG — US ADR IPO

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

FACE OF AMERICAN DEPOSITARY RECEIPT

MERIDIAN TRUST COMPANY, NATIONAL ASSOCIATION

Meridian Trust Company, National Association (the "Depositary"), a national banking association organized and existing under the laws of the United States of America, with its principal office located at 101 Barclay Street, New York, New York 10286, hereby certifies as follows:

HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT (the "Company" or "Halcyon") is a stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany, with its registered office and headquarters located at Maximilianstraße 72, 80539 Munich, Germany, registered in the Commercial Register (Handelsregister) of the Local Court (Amtsgericht) of Munich under registration number HRB 217458. The Company's Legal Entity Identifier (LEI) is 5299007KBTVZ3XQHGL48. The Company's Ordinary Shares are listed on the Frankfurt Stock Exchange under the ticker symbol "HCY" in the Prime Standard segment. Application has been made to list the American Depositary Shares on the Nasdaq Global Select Market under the proposed ticker symbol "HCYN."

Certification of Ownership

This American Depositary Receipt ("ADR" or "Receipt") evidences American Depositary Shares ("ADSs"), each ADS representing two (2) Ordinary Shares (Stammaktien), no par value ("Shares" or "Ordinary Shares"), of Halcyon Semiconductor Aktiengesellschaft. The Ordinary Shares underlying the ADSs evidenced hereby have been deposited under the Deposit Agreement dated as of [●], 2026 (as may be amended or supplemented from time to time, the "Deposit Agreement") among Halcyon Semiconductor Aktiengesellschaft, Meridian Trust Company, National Association, as Depositary, and all Holders and Beneficial Owners from time to time of ADSs evidenced by ADRs issued thereunder.

Each ADS represents the right to receive two (2) Ordinary Shares (the "ADS Ratio"). Any references in this ADR to "ADSs" shall be deemed to include all rights appurtenant thereto under the Deposit Agreement, including the right to receive the applicable number of Ordinary Shares and any distributions thereon.

The Depositary's principal office at which the ADRs are administered is located at 101 Barclay Street, New York, New York 10286. The Transfer Agent and Registrar for the ADSs is Crestfield Transfer Services Inc., 6201 15th Avenue, Brooklyn, New York 11219.

Registered Holder

The Depositary hereby certifies that the person named above (the "Holder") is the registered holder of the number of American Depositary Shares indicated on the face of this ADR. This ADR is evidence of the Holder's interest in the ADSs set forth above, subject to and in accordance with the terms and conditions of the Deposit Agreement and this ADR.

Terms Incorporated by Reference

This American Depositary Receipt is one of an issue of ADRs, all issued and to be issued upon the terms and conditions set forth in the Deposit Agreement, which is hereby incorporated herein by reference and made a part hereof. Copies of the Deposit Agreement are on file at the office of the Depositary and at the office of the Custodian (as defined in the Deposit Agreement). Each Holder and each Beneficial Owner, upon acceptance of any ADSs (or any interest therein), shall be deemed for all purposes to have agreed to and be bound by the terms and conditions of the Deposit Agreement and of this ADR.

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Deposit Agreement.

Deposited Securities

The Ordinary Shares and any other securities, property, and cash deposited or held by the Depositary and the Custodian from time to time in respect of the ADSs, including all replacements thereof and all proceeds from the sale, exchange, or other disposition of such securities, property, and cash, are collectively referred to as the "Deposited Securities."

The Ordinary Shares underlying the ADSs are held through a custodian bank in the Federal Republic of Germany (the "Custodian") appointed by the Depositary under the Deposit Agreement for the safekeeping of Ordinary Shares. The Ordinary Shares are held through the Ashgrove Enterprises Banking AG system or as otherwise specified in the Deposit Agreement. The location of custody for all Deposited Securities is the Federal Republic of Germany, unless otherwise determined by the Depositary in accordance with the Deposit Agreement.

Dividends and Other Distributions

Cash Dividends and Cash Distributions. Whenever the Depositary receives any cash dividend or other cash distribution in respect of the Deposited Securities (including proceeds from the sale of any rights, preferences, privileges, or other property), the Depositary shall, subject to the provisions of the Deposit Agreement, convert such amounts from Euros into United States Dollars (to the extent that in its reasonable judgment such conversion is practicable and that the resulting United States Dollars are transferable to the United States) and distribute the resulting amount (less any applicable fees of the Depositary as set forth in the Deposit Agreement and the fee schedule attached thereto, and less any taxes, duties, and governmental charges withheld or deducted or required to be withheld or deducted, and less any charges and expenses incurred in connection with such conversion and distribution) to the Holders entitled thereto on the applicable record date established by the Depositary, pro rata in proportion to the number of ADSs held by each such Holder.

Distributions in Shares. If the Company distributes Ordinary Shares as a dividend or free distribution, the Depositary shall, to the extent reasonably practicable and permissible under applicable law, either (a) distribute to the Holders entitled thereto additional ADSs representing such additional Ordinary Shares, in proportion to the number of ADSs held by each such Holder, or (b) if the Depositary determines that such distribution of additional ADSs is not reasonably practicable, adjust the ADS Ratio to reflect such distribution so that each ADS represents the appropriate number of Ordinary Shares following such distribution. If neither (a) nor (b) is reasonably practicable, the Depositary may sell all or a portion of such Ordinary Shares and distribute the net proceeds to the Holders entitled thereto.

Rights Offerings. If the Company offers or causes to be offered to holders of Ordinary Shares any rights to subscribe for or purchase additional Shares, other securities, or rights of any nature, the Depositary shall, to the extent that the Depositary determines it is lawful and reasonably practicable to do so, make such rights available to Holders by providing for the exercise of such rights on behalf of Holders who request such exercise. If the Depositary determines that it is not lawful or reasonably practicable to make such rights available to Holders, the Depositary shall, to the extent lawful and reasonably practicable, sell such rights in a commercially reasonable manner and distribute the net proceeds thereof to the Holders entitled thereto, less the fees, charges, taxes, and expenses of the Depositary as set forth in the Deposit Agreement. If the Depositary is unable to make such rights available and is unable to sell such rights, the Depositary shall allow such rights to lapse, in which case the Holders shall receive no value therefor.

Other Distributions in Property. Whenever the Depositary receives any distribution in property other than cash, Ordinary Shares, or rights (including without limitation securities of the Company other than Ordinary Shares, securities of affiliates of the Company, warrants, or other instruments), the Depositary shall, to the extent reasonably practicable and permissible under applicable law, distribute such property to the Holders entitled thereto, in proportion to the number of ADSs held by each such Holder. If such distribution is not reasonably practicable in the determination of the Depositary, the Depositary may, with the approval of the Company to the extent required under the Deposit Agreement, sell all or a portion of such property in a commercially reasonable manner and distribute the net proceeds to the Holders entitled thereto.

Currency Conversion. All conversions of Euros to United States Dollars shall be effected at the rate or rates obtained by the Depositary in accordance with its customary practices, including through the purchase or sale of foreign currency through customary banking channels or through such other means as the Depositary may determine to be appropriate. All expenses and charges incurred by the Depositary in connection with such currency conversion, including but not limited to foreign exchange spreads and transaction costs, shall be borne by the Holders, and such expenses and charges shall be deducted from the amounts distributable to the Holders.

Tax Withholding. The Depositary shall deduct and withhold from any distributions made in respect of the ADSs any amounts required to be withheld under applicable tax laws of the United States, the Federal Republic of Germany, or any other jurisdiction. Without limiting the generality of the foregoing, distributions in respect of the Ordinary Shares are generally subject to German withholding tax at a statutory rate of 26.375% (comprising 25% Kapitalertragsteuer (capital gains withholding tax) and 5.5% Solidaritätszuschlag (solidarity surcharge) thereon). United States Holders may be eligible for a reduced treaty withholding rate of 15% on dividends under the current 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, as amended, subject to the timely provision of the required documentation and certifications. Holders are urged to consult their own tax advisors regarding the applicability of any treaty benefits and the procedures for claiming reduced withholding rates.

Deposit and Withdrawal of Shares

Deposit. Subject to the terms and conditions of the Deposit Agreement, Ordinary Shares may be deposited with the Custodian in the Federal Republic of Germany by or on behalf of any person wishing to receive ADSs in respect thereof. Upon receipt by the Depositary of confirmation from the Custodian that the Ordinary Shares have been received and are being held for the account of the Depositary, and upon compliance with all other provisions of the Deposit Agreement (including the payment of applicable issuance fees, taxes, and governmental charges), the Depositary shall issue the corresponding number of ADSs, evidenced by one or more ADRs, and shall deliver such ADRs to the person or persons entitled thereto or to their order.

Withdrawal. Upon surrender of ADSs at the office of the Depositary or, if applicable, at the office of the Transfer Agent and Registrar, and upon payment of all applicable fees, taxes, and governmental charges as set forth in the Deposit Agreement and this ADR, the Holder shall be entitled to delivery, or to direct the delivery, of the Ordinary Shares underlying the surrendered ADSs at the office of the Custodian in the Federal Republic of Germany, subject to the rules and procedures of Ashgrove Enterprises Banking AG and applicable German law.

ADS Ratio upon Withdrawal. Each ADS surrendered for withdrawal entitles the Holder to receive two (2) Ordinary Shares, subject to any adjustment to the ADS Ratio in accordance with the Deposit Agreement.

Fractional Shares. The Depositary shall not issue fractional ADSs. If any deposit of Ordinary Shares or any other transaction would result in the issuance of a fractional ADS, the Depositary shall, in lieu of issuing any fractional ADS, sell or cause to be sold the Ordinary Shares representing such fractional entitlement in a commercially reasonable manner on the Frankfurt Stock Exchange or otherwise, and shall distribute the net proceeds of such sale (less applicable fees, taxes, and charges) to the person entitled thereto.

Voting Rights

Upon timely receipt of notice from the Company of any meeting of shareholders of the Company (or of a solicitation of consents or proxies of holders of Ordinary Shares), the Depositary shall, as promptly as practicable thereafter, mail (or otherwise transmit in the manner set forth in the Deposit Agreement) to each Holder of record on the record date established by the Depositary for such purpose a notice setting forth: (a) the information contained in the Company's notice of meeting (or solicitation), to the extent such information has been provided to the Depositary by the Company in the English language or has been translated into the English language by or at the direction of the Company; (b) a statement that Holders as of the close of business on the ADS record date established by the Depositary will, subject to the provisions of the Deposit Agreement, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Ordinary Shares represented by the ADSs held by such Holder; and (c) a brief description of the manner in which such instructions may be given or deemed given, and the date and time by which such instructions must be received by the Depositary.

Upon timely receipt of voting instructions from a Holder in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permissible under applicable law and the provisions of the Deposit Agreement and the Company's articles of association (Satzung), to vote or cause to be voted (including by proxy) the Ordinary Shares represented by such Holder's ADSs in accordance with such instructions.

If the Depositary does not receive timely voting instructions from a Holder with respect to any or all of the Ordinary Shares represented by such Holder's ADSs on or before the date established by the Depositary for such purpose, the Depositary shall deem such Holder to have instructed the Depositary to grant a discretionary proxy to a person designated by the Company to vote the Ordinary Shares represented by such Holder's ADSs, unless the Company has informed the Depositary that (i) the Company does not wish such proxy to be given, (ii) substantial opposition exists to the matter in question, or (iii) the matter to be voted upon would materially and adversely affect the rights of holders of Ordinary Shares, all as more fully set forth in the Deposit Agreement.

The Company shall use reasonable efforts to provide the Depositary with notice of any shareholders' meeting at least thirty (30) days prior to the date of such meeting, together with all materials to be distributed to holders of Ordinary Shares in connection therewith.

Transfer, Split-Up, and Combination of ADRs

Transfer. This ADR is transferable on the books of the Depositary or the Transfer Agent and Registrar (Crestfield Transfer Services Inc.) by the Holder in person or by a duly authorized attorney, upon surrender of this ADR at the office of the Depositary or the Transfer Agent and Registrar, properly endorsed or accompanied by a proper instrument of transfer in form satisfactory to the Depositary, and upon compliance with all applicable provisions of the Deposit Agreement, including the payment of all applicable fees, taxes, and governmental charges, and upon compliance with all applicable securities laws. The Depositary may refuse to register any transfer of ADSs if the Depositary reasonably determines that such transfer would violate any applicable law or the terms of the Deposit Agreement.

Split-Up. A Holder may surrender this ADR to the Depositary or the Transfer Agent and Registrar for the purpose of receiving in exchange therefor two or more ADRs, each evidencing such number of ADSs as the Holder shall designate, provided that the aggregate number of ADSs evidenced by the newly issued ADRs equals the number of ADSs evidenced by this ADR. The Depositary shall, upon receipt of such surrendered ADR and satisfaction of all applicable terms and conditions, including payment of any applicable fees and charges, cancel this ADR and execute and deliver such new ADRs to the Holder.

Combination. A Holder may surrender two or more ADRs to the Depositary or the Transfer Agent and Registrar for the purpose of receiving in exchange therefor a single ADR evidencing the aggregate number of ADSs represented by the surrendered ADRs. The Depositary shall, upon receipt of such surrendered ADRs and satisfaction of all applicable terms and conditions, including payment of any applicable fees and charges, cancel the surrendered ADRs and execute and deliver such new ADR to the Holder.

Cancellation and Re-Issuance Fees. Applicable fees for the cancellation and re-issuance of ADRs in connection with any transfer, split-up, or combination shall be charged as set forth in the fee schedule attached to the Deposit Agreement and as summarized herein.

Charges of the Depositary

The following is a summary of certain fees and charges that may be assessed by the Depositary to Holders and Beneficial Owners of ADSs. This summary is qualified in its entirety by reference to the Depositary Receipts Fee Schedule attached as Schedule [●] to the Deposit Agreement, which shall govern in the event of any inconsistency with this summary.

The annual depositary service fee of $0.05 per ADS per annum is payable by each Holder or Beneficial Owner of ADSs and may, at the discretion of the Depositary, be deducted from distributions made in respect of the ADSs or collected by the Depositary by such other means as it may determine from time to time. The Depositary may hold and, to the extent permitted under applicable law, use any amounts collected as depositary service fees or other charges until such time as the Depositary deems it appropriate to apply such amounts.

See the Depositary Receipts Fee Schedule attached as Schedule [●] to the Deposit Agreement for the complete schedule of fees and charges.

Limitation of Liability

Neither the Depositary nor the Company shall be liable to any Holder or Beneficial Owner of ADSs if by reason of any present or future provision of any applicable law or regulation of the United States, the Federal Republic of Germany, or any other country or jurisdiction, or by reason of any provision of the Company's articles of association (Satzung), or by reason of any act of God, war, terrorism, epidemic, pandemic, nationalization, expropriation, currency restriction, work stoppage, strike, civil unrest, revolutions, rebellions, explosions, computer failure, unavailability of any Federal Reserve Bank wire or other wire or communication facility, or other similar event beyond its reasonable control (each, a "Force Majeure Event"), the Depositary or the Company shall be prevented, forbidden, or delayed in, or subjected to any civil or criminal penalty on account of, doing or performing any act or thing which by the terms of the Deposit Agreement or this ADR it is provided shall be done or performed.

Neither the Depositary nor any of its agents shall be liable to any Holder or Beneficial Owner for any action taken or omitted to be taken by it or them in good faith and in accordance with the terms of the Deposit Agreement, including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable.

IN NO EVENT SHALL THE DEPOSITARY, THE COMPANY, OR ANY OF THEIR RESPECTIVE AGENTS BE LIABLE TO ANY HOLDER OR BENEFICIAL OWNER FOR ANY CONSEQUENTIAL, PUNITIVE, SPECIAL, OR INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS), REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT, OR ANY OTHER THEORY, AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

The foregoing limitation of liability shall apply to the fullest extent permitted by applicable law.

Amendment and Termination

Amendment. The Company and the Depositary may at any time and from time to time amend or supplement the Deposit Agreement and/or the form of ADR in any respect which they may deem necessary or desirable, without the consent of any Holder or Beneficial Owner of ADSs. Notwithstanding the foregoing, any amendment that imposes or increases any fees or charges (other than charges in connection with foreign exchange control regulations, taxes, and other governmental charges, delivery and similar items), or that otherwise prejudices any substantial existing right of Holders of outstanding ADSs, shall not become effective as to outstanding ADSs until the expiration of thirty (30) days after notice of such amendment shall have been given to the Holders of outstanding ADSs. Every Holder and Beneficial Owner at the time any amendment becomes effective shall be deemed, by continuing to hold such ADSs, to consent and agree to such amendment and to be bound by the Deposit Agreement and the ADRs as amended thereby. In no event shall any amendment impair the right of any Holder to surrender ADSs and receive the Deposited Securities represented thereby, except in order to comply with mandatory provisions of applicable law.

Termination. The Depositary may, and shall at the written direction of the Company, terminate the Deposit Agreement by giving notice of such termination to the Holders of all ADSs then outstanding at least ninety (90) days prior to the date fixed in such notice for such termination (the "Termination Date"). After the Termination Date, the Depositary shall continue to perform its obligations under the Deposit Agreement relating to the collection and distribution of dividends and other distributions, but shall cease to accept deposits of Ordinary Shares for issuance of ADSs. For a period of at least six (6) months following the Termination Date, the Depositary shall permit Holders of ADSs to surrender their ADSs and receive delivery of the Ordinary Shares and other Deposited Securities represented thereby, subject to the terms and conditions of the Deposit Agreement and the payment of applicable fees, taxes, and charges. After the expiration of such six (6)-month period, the Depositary may sell the Deposited Securities then held by it and hold the net proceeds of such sale, without liability for interest thereon, for the pro rata benefit of the Holders of ADSs that have not theretofore been surrendered.

Governing Law; Jurisdiction

The Deposit Agreement and this ADR, and the rights and obligations of the Holders and Beneficial Owners hereunder and thereunder, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws principles thereof that would result in the application of the laws of any other jurisdiction.

The federal and state courts in the City of New York, State of New York (or, to the extent applicable, the courts of the State of Delaware) shall have exclusive jurisdiction over any suit, action, or proceeding against the Depositary or the Company arising out of or relating to the ADSs, the ADRs, or the Deposit Agreement, and the Company, the Depositary, each Holder, and each Beneficial Owner irrevocably submit to such jurisdiction and irrevocably waive any objection that any such suit, action, or proceeding has been brought in an inconvenient forum.

EACH PARTY TO THE DEPOSIT AGREEMENT AND EACH HOLDER AND BENEFICIAL OWNER OF ADSs, BY ACCEPTANCE OF ADSs OR ANY INTEREST THEREIN, IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE DEPOSIT AGREEMENT, THIS ADR, THE ADSs, OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.

Legends

SECURITIES ACT LEGEND:

THE AMERICAN DEPOSITARY SHARES EVIDENCED BY THIS AMERICAN DEPOSITARY RECEIPT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), PURSUANT TO A REGISTRATION STATEMENT ON FORM F-6 (FILE NO. [●]) AND ON FORM F-1 (FILE NO. [●]).

DEPOSITARY LEGEND:

THIS AMERICAN DEPOSITARY RECEIPT SHALL NOT BE VALID FOR ANY PURPOSE UNLESS COUNTERSIGNED BY THE TRANSFER AGENT AND REGISTRAR FOR THE AMERICAN DEPOSITARY SHARES.

EXCHANGE LISTING LEGEND:

APPLICATION HAS BEEN MADE TO LIST THE AMERICAN DEPOSITARY SHARES ON THE NASDAQ GLOBAL SELECT MARKET UNDER THE SYMBOL "HCYN."

ERISA / TAX LEGEND:

[Reserved — To be inserted if required by applicable ERISA regulations or tax-related requirements in connection with the offering.]

REGULATION S / RESTRICTED SECURITIES LEGEND:

[Reserved — The ADSs evidenced by this ADR are being registered under the Securities Act and sold in a registered offering. Accordingly, restricted securities legends are not expected to be required on ADRs issued in connection with the offering. This placeholder is included solely for any ADSs that may be issued outside the scope of the registered offering, in which case the appropriate restrictive legend shall be affixed to the applicable ADR.]

Signature block

IN WITNESS WHEREOF, MERIDIAN TRUST COMPANY, NATIONAL ASSOCIATION, as Depositary, has caused this American Depositary Receipt to be duly executed by its authorized officer as of the date set forth below.

MERIDIAN TRUST COMPANY, NATIONAL ASSOCIATION as Depositary

By: ________

Name: [Insert name of authorized officer]

Title: [Insert title]

Date: [●], 2026

Countersignature of Transfer Agent and Registrar

COUNTERSIGNED AND REGISTERED:

CRESTFIELD TRANSFER SERVICES INC. as Transfer Agent and Registrar

By: ________

Name: [Insert name]

Title: [Insert title]

REVERSE OF AMERICAN DEPOSITARY RECEIPT

Article I — Definitions

For purposes of this ADR, reference is hereby made to Article I of the Deposit Agreement for all defined terms. To the extent any defined term used in this ADR is not defined herein, such term shall have the meaning ascribed to it in the Deposit Agreement. The following key definitions are repeated herein for convenience of reference and shall be construed consistently with the corresponding definitions in the Deposit Agreement:

"ADS" means an American Depositary Share, each representing two (2) Ordinary Shares (Stammaktien), no par value, of the Company, together with all rights appurtenant thereto under the Deposit Agreement.

"ADR" or "Receipt" means this American Depositary Receipt, including the terms and conditions set forth on the face and reverse hereof, evidencing one or more ADSs.

"Beneficial Owner" means any person or entity having a beneficial ownership interest in ADSs, whether held directly, through a broker, dealer, commercial bank, trust company, or other nominee, or through The Depository Trust Company or any other clearing system, including any participant therein.

"Company" means Halcyon Semiconductor Aktiengesellschaft, a stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany, registered in the Commercial Register of the Local Court (Amtsgericht) of Munich under registration number HRB 217458, and its successors.

"Custodian" means the custodian bank in the Federal Republic of Germany appointed by the Depositary under the Deposit Agreement for the safekeeping of deposited Ordinary Shares and other Deposited Securities, initially [●], and any substitute or successor custodian appointed in accordance with the Deposit Agreement.

"Deposit Agreement" means the Deposit Agreement dated as of [●], 2026, among the Company, the Depositary, and all Holders and Beneficial Owners from time to time of ADSs evidenced by ADRs issued thereunder, as the same may be amended, supplemented, or otherwise modified from time to time in accordance with its terms.

"Depositary" means Meridian Trust Company, National Association, a national banking association organized and existing under the laws of the United States of America, in its capacity as depositary under the Deposit Agreement, and any successor depositary appointed in accordance with the terms of the Deposit Agreement.

"Deposited Securities" means the Ordinary Shares and any other securities, cash, or other property held by the Depositary or the Custodian from time to time in respect of the ADSs issued under the Deposit Agreement, including all replacements thereof and all income, distributions, and proceeds in respect thereof.

"Holder" means a person in whose name an ADR is registered on the books of the Depositary or the Transfer Agent and Registrar, it being understood that in the case of ADSs held through The Depository Trust Company, the Holder shall be DTC or its nominee.

"Ordinary Shares" or "Shares" means the ordinary shares (Stammaktien), no par value, of the Company, and shall include any shares into which such ordinary shares may be reclassified, converted, or exchanged.

"Registrar" or "Transfer Agent and Registrar" means Crestfield Transfer Services Inc., and any successor transfer agent and registrar appointed in accordance with the Deposit Agreement.

"Share Registrar" means the share registrar of the Company maintained under German law, including any agent appointed by the Company to maintain such register.

Article II — Form of ADR; Issuance and Delivery of ADRs

Section 2.1. Evidence of ADSs. This ADR is evidence of ADSs issued under the Deposit Agreement. Each ADS represents and entitles the Holder thereof to receive, subject to the terms and conditions of the Deposit Agreement, two (2) Ordinary Shares deposited with the Custodian, together with any additional Deposited Securities attributable thereto.

Section 2.2. Certificated and Uncertificated Forms. ADRs may be issued in certificated form, as set forth on the face hereof, or in uncertificated (book-entry) form, including through the facilities of The Depository Trust Company ("DTC"). ADSs held in book-entry form through DTC shall be evidenced by one or more global ADRs registered in the name of DTC's nominee, Cede & Co., or such other nominee as DTC may designate. Beneficial interests in ADSs held through DTC shall be shown on, and transfers thereof shall be effected only through, records maintained by DTC and its participants.

Section 2.3. Issuance upon Deposit. ADSs shall be issued by the Depositary upon the deposit of Ordinary Shares with the Custodian in accordance with the terms and conditions of the Deposit Agreement. The Depositary shall not issue ADSs against the deposit of Ordinary Shares unless and until it has received confirmation from the Custodian that the Ordinary Shares have been received and are being held for the account of the Depositary. The Depositary may refuse to accept Ordinary Shares for deposit if it determines, in its reasonable discretion, that such acceptance would violate any applicable law or regulation or would not be in accordance with the terms of the Deposit Agreement.

Section 2.4. Pre-Release. The Depositary may issue ADSs prior to the receipt of confirmation that the corresponding Ordinary Shares have been deposited with the Custodian (a "pre-release"), subject to the terms and conditions of the Deposit Agreement relating to pre-release transactions, including the receipt of collateral and such other conditions as the Depositary may determine.

Section 2.5. Register of Holders. The Depositary shall maintain at its principal office, or cause the Registrar (Crestfield Transfer Services Inc.) to maintain, a register of all Holders and all transfers, combinations, and split-ups of ADRs. Such register shall be open to inspection by the Company and any Holder at all reasonable times, but solely for the purpose of communicating with Holders in connection with their interests in the ADSs or under the Deposit Agreement or this ADR.

Article III — Certain Obligations of Holders and Beneficial Owners

Section 3.1. Representations and Warranties upon Acquisition. Each Holder and Beneficial Owner of ADSs, upon acquisition of any ADSs or any interest therein, represents and warrants to and agrees with the Depositary and the Company that: (a) such person has acquired the ADSs and any interest therein in compliance with all applicable securities laws, including the Securities Act of 1933, as amended, and applicable non-US securities laws, including the securities laws of the Federal Republic of Germany; and (b) such person is not acquiring the ADSs for the purpose of any distribution thereof in violation of the Securities Act.

Section 3.2. Obligation to Provide Information. Each Holder and Beneficial Owner shall, upon the reasonable request of the Depositary or the Company, provide such proof of citizenship, residence, exchange control approvals, beneficial ownership information, tax status (including any applicable IRS Forms W-9 or W-8, as the case may be), and such other information as the Depositary or the Company may reasonably request for the purpose of complying with applicable law or the terms of the Deposit Agreement. The Depositary may withhold the delivery or registration of transfer of ADSs, the distribution of any dividend or other distribution, or the proceeds thereof, and may sell any Deposited Securities, until such time as any such proof or other information is filed to its reasonable satisfaction.

Section 3.3. Tax Obligations. Each Holder and Beneficial Owner shall be responsible for the timely payment of any taxes, duties, charges, assessments, or governmental charges payable by the Depositary or the Custodian in respect of the ADSs or the Deposited Securities that are attributable to such Holder's or Beneficial Owner's interest in the ADSs. The Depositary may refuse to effect any deposit, registration of transfer, split-up, combination, or withdrawal of ADSs, or any distribution in respect thereof, until all such taxes, duties, charges, assessments, or governmental charges are paid, or until satisfactory indemnity is given to the Depositary in respect thereof, as the Depositary may in its sole discretion require.

Section 3.4. Compliance with Applicable Law. Each Holder and Beneficial Owner shall comply with all applicable laws, rules, and regulations, including without limitation all applicable US and German securities laws, tax laws, and foreign exchange control regulations, in connection with the ownership, transfer, and disposition of ADSs and any interest therein.

Section 3.5. Disclosure of Interests. Each Holder and Beneficial Owner shall comply with all requests from the Company for information regarding beneficial ownership of ADSs and the underlying Ordinary Shares to the extent required under applicable German or US law, including without limitation: (a) Section 13(d) and Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder; and (b) the applicable notification requirements under German securities law, including Sections 33 et seq. of the German Securities Trading Act (Wertpapierhandelsgesetz or "WpHG") and any comparable provisions of the Company's articles of association (Satzung). The Depositary may disclose information regarding Holders and Beneficial Owners to the Company to the extent required under applicable law or reasonably requested by the Company for compliance purposes.

Article IV — Deposited Securities; Pre-Emptive Rights

Section 4.1. German Stock Corporation Act. The Company's Ordinary Shares are subject to the German Stock Corporation Act (Aktiengesetz, or "AktG") and the Company's articles of association (Satzung). The rights of holders of Ordinary Shares are governed by German law and the Company's Satzung, and may differ in material respects from the rights of stockholders of US corporations.

Section 4.2. Pre-Emptive Rights (Bezugsrechte). Under German law, holders of Ordinary Shares generally have pre-emptive rights (Bezugsrechte) to subscribe for newly issued shares in proportion to their existing shareholdings, unless such pre-emptive rights are excluded by a resolution of the shareholders' meeting (Hauptversammlung) adopted in accordance with applicable provisions of the AktG and the Company's Satzung. In the event that the Company issues new Ordinary Shares (or securities convertible into or exercisable for Ordinary Shares) with pre-emptive rights, the Depositary shall use reasonable efforts to make available to Holders the right to instruct the Depositary to exercise or sell such pre-emptive rights on behalf of Holders, to the extent that the Depositary determines it is lawful and reasonably practicable to do so, as further set forth in the Deposit Agreement.

Section 4.3. Unavailability of Pre-Emptive Rights. If the Depositary determines that it is not lawful or reasonably practicable to make pre-emptive rights available to Holders (including because the rights may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption therefrom, and such registration or exemption is not available), the Depositary may, in its discretion: (a) sell or cause to be sold such pre-emptive rights in a commercially reasonable manner on the Frankfurt Stock Exchange or otherwise, and distribute the net proceeds thereof (less the fees, charges, taxes, and expenses of the Depositary) to the Holders entitled thereto; or (b) allow such pre-emptive rights to lapse, in which case the Holders shall receive no value in respect thereof. The Depositary shall have no liability to any Holder or Beneficial Owner for any failure to make pre-emptive rights available or for any sale or lapse of such rights.

Article V — Notices

Section 5.1. Company Notices. The Company shall provide to the Depositary, promptly after dispatch to holders of Ordinary Shares, copies of all notices, reports, and communications sent or made available to holders of Ordinary Shares generally, including without limitation notices of shareholders' meetings, notices of dividend declarations, annual and interim reports, and any other information disseminated by the Company to holders of Ordinary Shares. To the extent practicable, the Company shall provide such notices and communications in the English language, or shall provide English-language translations thereof.

Section 5.2. Depositary's Distribution of Notices. The Depositary shall, at the Company's expense (to the extent provided in the Deposit Agreement), make available to Holders all such notices and communications received from the Company, including annual reports, interim reports, and notices of shareholder meetings, by mailing copies thereof (or otherwise making such information available) to Holders, or by any other means specified in the Deposit Agreement. The manner of distribution of notices to Holders shall be determined by the Depositary in its discretion, subject to the terms of the Deposit Agreement, and may include making such notices available on the Depositary's website.

Section 5.3. SEC Reporting. The Company's annual report shall be filed with the US Securities and Exchange Commission (the "SEC") on Form 20-F, and current reports and other information shall be furnished to the SEC on Form 6-K, in each case in accordance with the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder.

Article VI — Reports and Financial Statements

Section 6.1. Annual Reports. The Company shall furnish to the Depositary, promptly upon filing with the SEC, copies of its annual report on Form 20-F, including its audited consolidated financial statements prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board.

Section 6.2. Independent Auditors. The Company's IFRS financial statements shall be audited by the Company's independent auditors, currently Blackmere & Whitfield LLP / GmbH Wirtschaftsprüfungsgesellschaft, or such other firm of independent public accountants as the Company may appoint from time to time.

Section 6.3. Current Reports. The Company shall furnish to the Depositary, promptly upon filing or furnishing to the SEC, copies of all current reports on Form 6-K and any other reports, documents, or information filed or furnished by the Company with the SEC.

Section 6.4. Availability to Holders. The Depositary shall make available to Holders all reports and financial statements received from the Company pursuant to this Article VI, in such manner as the Depositary may determine in its discretion, which may include making such reports available at the Depositary's principal office, on the Depositary's website, or by such other means as the Depositary may determine from time to time.

Article VII — Indemnification

Section 7.1. Indemnification by the Company. The Company shall indemnify, defend, and hold harmless the Depositary, its directors, officers, employees, and agents, from and against any and all losses, liabilities, claims, damages, costs, and expenses (including reasonable attorneys' fees and expenses) incurred by any of them without negligence or bad faith on the part of the Depositary, arising out of or in connection with the Deposit Agreement or the ADRs, or any action taken or omitted to be taken by the Depositary in connection with the Deposit Agreement or the ADRs in accordance with their terms; provided, that the foregoing indemnification shall not apply to any losses, liabilities, claims, damages, costs, or expenses to the extent caused by the Depositary's own negligence or willful misconduct.

Section 7.2. Indemnification by the Depositary. The Depositary shall indemnify, defend, and hold harmless the Company, its directors, officers, employees, and agents, from and against any and all losses, liabilities, claims, damages, costs, and expenses (including reasonable attorneys' fees and expenses) arising out of or attributable to the Depositary's own negligence or willful misconduct in connection with the performance of its obligations under the Deposit Agreement or the ADRs.

Section 7.3. Cross-Reference. The indemnification provisions of this Article VII are subject to and qualified in their entirety by reference to the indemnification provisions set forth in the Deposit Agreement, including any limitations, conditions, and procedures applicable thereto.

Article VIII — Miscellaneous

Section 8.1. Successors and Assigns. The Deposit Agreement and this ADR shall be binding upon and inure to the benefit of the Company, the Depositary, and the Holders and Beneficial Owners of ADSs from time to time, and their respective heirs, executors, administrators, successors, and assigns. No Holder or Beneficial Owner shall have the right to assign any of its rights or obligations under the Deposit Agreement or this ADR except in connection with a transfer of ADSs effected in accordance with the terms of the Deposit Agreement and this ADR.

Section 8.2. Severability. If any provision of this ADR or the Deposit Agreement is held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and such invalid, illegal, or unenforceable provision shall be reformed, construed, and enforced to the maximum extent permissible under applicable law so as to give effect to the original intent of the parties.

Section 8.3. Entire Agreement. The Deposit Agreement, including this form of ADR and all schedules, exhibits, and annexes thereto, constitutes the entire agreement among the Company, the Depositary, and all Holders and Beneficial Owners with respect to the subject matter hereof and thereof, and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, among the parties with respect to such subject matter.

Section 8.4. No Third-Party Beneficiary Rights. Nothing in this ADR or the Deposit Agreement is intended to or shall be construed to confer upon any person (other than the Company, the Depositary, the Holders, and the Beneficial Owners) any rights, remedies, obligations, or liabilities under or by reason of this ADR or the Deposit Agreement, except as expressly provided herein or therein.

Section 8.5. Waiver. No failure or delay by any party hereto in exercising any right, power, or privilege hereunder or under the Deposit Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies provided herein and in the Deposit Agreement are cumulative and not exclusive of any rights or remedies provided by law.

Section 8.6. Headings. The headings of the articles, sections, and paragraphs of this ADR are inserted for convenience of reference only and shall not affect the meaning or interpretation of this ADR or any provision hereof.

Section 8.7. Counterparts. The Deposit Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

Article IX — Governing Law Restatement

This ADR and the Deposit Agreement, and the rights and obligations of the Company, the Depositary, the Holders, and the Beneficial Owners hereunder and thereunder, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws principles thereof that would result in the application of the substantive laws of any other jurisdiction.

The Company, the Depositary, each Holder, and each Beneficial Owner hereby irrevocably consent to the exclusive jurisdiction of the federal and state courts located in the City of New York, State of New York (or, to the extent applicable, the courts of the State of Delaware) in connection with any suit, action, or proceeding arising out of or relating to the ADSs, the ADRs, or the Deposit Agreement, and agree not to commence any such suit, action, or proceeding except in such courts.

JURY TRIAL WAIVER. THE COMPANY, THE DEPOSITARY, EACH HOLDER, AND EACH BENEFICIAL OWNER IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS ADR, THE DEPOSIT AGREEMENT, THE ADSs, OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.

FORM OF ASSIGNMENT AND TRANSFER

(To be completed and signed only upon transfer of the ADR)

FOR VALUE RECEIVED, the undersigned Holder hereby sells, assigns, and transfers unto:

________ American Depositary Shares represented by the within American Depositary Receipt, and does hereby irrevocably constitute and appoint ________ as attorney-in-fact to transfer the said American Depositary Shares on the books of the Depositary, with full power of substitution in the premises.

Signature Guaranteed by:

________________________________________

(Medallion Signature Guarantee Required)

NOTICE: A Medallion Signature Guarantee must be provided by an eligible guarantor institution (e.g., a bank, broker, dealer, credit union, savings association, or other entity) that is a member of a recognized Medallion Signature Guarantee Program approved by the Securities Transfer Association. Notarized signatures are not acceptable as Medallion Signature Guarantees.

Notice Regarding DTC Book-Entry Settlement

The ADSs are eligible for settlement through The Depository Trust Company ("DTC"). Unless this ADR specifically bears a legend restricting transfer, ADSs may be held in book-entry form through DTC. DTC participants may hold ADSs on behalf of Beneficial Owners in accordance with DTC's customary procedures. References herein to "Holders" include DTC and its participants as applicable, and references to actions required to be taken by Holders shall be deemed to include actions taken by DTC and its participants in accordance with DTC's rules and procedures.

If ADSs are held through DTC, distributions and notices shall be made through DTC in accordance with DTC's applicable rules and procedures. The Depositary shall provide DTC with all cash distributions, notices, reports, and other communications to be distributed to Holders of ADSs held through DTC, and DTC shall arrange for the distribution thereof to its participants in accordance with its customary procedures. The Depositary shall have no responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in ADSs held through DTC, or for maintaining, supervising, or reviewing any records relating to such beneficial ownership interests.

Taxpayer Identification Certification Reminder

Under United States federal income tax law, certain payments made to Holders who are United States persons (as defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended) may be subject to backup withholding at the applicable statutory rate unless the Holder provides a certified taxpayer identification number on IRS Form W-9 (Request for Taxpayer Identification Number and Certification) or otherwise establishes an exemption from backup withholding. Holders that are not United States persons should complete the applicable IRS Form W-8 (e.g., Form W-8BEN, Form W-8BEN-E, Form W-8ECI, Form W-8EXP, or Form W-8IMY) to certify their non-US status and, if applicable, to claim treaty benefits for a reduced rate of withholding. Holders should provide the completed IRS Form W-9 or applicable IRS Form W-8 to the Depositary or the Transfer Agent and Registrar. Holders are urged to consult their own tax advisors regarding the application of US federal income tax backup withholding rules and any applicable treaty provisions.

SCHEDULE OF FEES

(Summary — Cross-Reference to Deposit Agreement)

The following table sets forth a summary of the principal fees and charges that may be assessed by the Depositary in connection with the ADSs. This summary is provided for convenience of reference only and is qualified in its entirety by the Depositary Receipts Fee Schedule attached as Schedule [●] to the Deposit Agreement. In the event of any inconsistency between this summary and the Depositary Receipts Fee Schedule, the Depositary Receipts Fee Schedule shall govern.

The Depositary may collect any of the foregoing fees and charges by deducting such amounts from one or more distributions made in respect of the ADSs or by billing Holders or Beneficial Owners directly, or by any combination of such methods, as the Depositary may determine from time to time in its discretion. For the avoidance of doubt, the annual depositary service fee may be charged on a per-ADS basis as of one or more record dates established by the Depositary during each calendar year.

See the Depositary Receipts Fee Schedule attached as Schedule [●] to the Deposit Agreement for the complete schedule of fees and charges applicable to the ADSs.

APPENDIX

Form of Depositary's Certificate of Authenticity

(For Internal Use Only)

INTERNAL USE ONLY — NOT FOR DISTRIBUTION TO HOLDERS

CERTIFICATE OF AUTHENTICITY

Meridian Trust Company, National Association, as Depositary under the Deposit Agreement dated as of [●], 2026, among Halcyon Semiconductor Aktiengesellschaft, Meridian Trust Company, National Association, and all Holders and Beneficial Owners from time to time of ADSs issued thereunder, hereby certifies as follows:

1. Due Execution. The American Depositary Receipt bearing Certificate Number [__] (the "ADR"), evidencing [__] American Depositary Shares, each representing two (2) Ordinary Shares (Stammaktien), no par value, of Halcyon Semiconductor Aktiengesellschaft, has been duly executed by a duly authorized officer of the Depositary in accordance with the terms and conditions of the Deposit Agreement.

2. Countersignature. The ADR has been duly countersigned by Crestfield Transfer Services Inc., as Transfer Agent and Registrar, in accordance with the terms and conditions of the Deposit Agreement.

3. Deposit of Underlying Shares. The Depositary has received confirmation from the Custodian that the Ordinary Shares underlying the ADSs evidenced by the ADR have been received by the Custodian and are being held for the account of the Depositary in accordance with the terms of the Deposit Agreement.

4. Authentication. This Certificate of Authenticity is issued for internal authentication and recordkeeping purposes only and does not constitute a part of the ADR or the Deposit Agreement.

Authentication Stamp / Code: [________]

MERIDIAN TRUST COMPANY, NATIONAL ASSOCIATION as Depositary

By: ________

Name: [Insert name of authorized officer]

Title: [Insert title]

Date: ________

INTERNAL RECORD — RETAIN IN DEPOSITARY'S FILES Document ID: [__] Batch Reference: [__] Date of Issuance: [____]

[End of Form of American Depositary Receipt]

Certificate Number:	[____]
Number of American Depositary Shares:	[____]
CUSIP:	[____]
ISIN:	[____]
Name of Registered Holder:	[Insert name of registered holder]
Address of Registered Holder:	[Insert address]
Fee or Charge	Amount
Annual depositary service fee	$0.05 per ADS per annum
Issuance of ADSs upon deposit of Ordinary Shares	$[●] per 100 ADSs (or portion thereof)
Cancellation of ADSs and withdrawal of Deposited Securities	$[●] per 100 ADSs (or portion thereof)
Distribution of cash dividends or other cash distributions	$[●] per 100 ADSs (or portion thereof)
Distribution of securities or rights (other than ADSs)	$[●] per 100 ADSs (or portion thereof)
Cable, telex, facsimile, and delivery charges	As incurred
Taxes, duties, and governmental charges	As incurred
Currency conversion expenses	As incurred
Other charges incidental to any of the foregoing	As incurred
Name of Transferee:	________
Address of Transferee:	________
Social Security or Taxpayer Identification Number:	________
Dated:	________
Signature of Holder:	________
IMPORTANT:	The signature of the Holder to this assignment must correspond with the name as written upon the face of the within ADR in every particular, without alteration, enlargement, or any change whatsoever.
Fee / Charge	Amount	Payable By
Annual depositary service fee	$0.05 per ADS per annum	ADS Holders / Beneficial Owners
Issuance of ADSs upon deposit of Ordinary Shares	$[●] per 100 ADSs (or portion thereof)	Person depositing Shares

Cancellation of ADSs and withdrawal of Deposited Securities	$[●] per 100 ADSs (or portion thereof)	Person withdrawing Shares
Distribution of cash dividends or other cash distributions	$[●] per 100 ADSs (or portion thereof)	ADS Holders
Distribution of securities or rights (other than ADSs)	$[●] per 100 ADSs (or portion thereof)	ADS Holders
Transfer, split-up, or combination of ADRs	As applicable	Surrendering Holder
Cable, telex, facsimile, and delivery charges	As incurred	ADS Holders
Taxes, duties, and governmental charges	As incurred	ADS Holders / Beneficial Owners
Currency conversion expenses	As incurred	ADS Holders / Beneficial Owners
Other charges incidental to any of the foregoing	As incurred	ADS Holders / Beneficial Owners

CONFIDENTIAL — DRAFT — SUBJECT TO REVISION
FORM OF AMERICAN DEPOSITARY RECEIPT
Exhibit A to the Deposit Agreement
Representing American Depositary Shares each representing two (2) Ordinary Shares (Stammaktien), no par value, of
HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT
Prepared by: Calderwood & Harkness LLP One Liberty Plaza, 42nd Floor New York, NY 10006
Matter Reference: Halcyon Semiconductor AG — US ADR IPO
Depositary: Meridian Trust Company, National Association 101 Barclay Street New York, NY 10286
FACE OF AMERICAN DEPOSITARY RECEIPT
MERIDIAN TRUST COMPANY, NATIONAL ASSOCIATION
Meridian Trust Company, National Association (the "Depositary"), a national banking association organized and existing under the laws of the United States of America, with its principal office located at 101 Barclay Street, New York, New York 10286, hereby certifies as follows:
HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT (the "Company" or "Halcyon") is a stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany, with its registered office and headquarters located at Maximilianstraße 72, 80539 Munich, Germany, registered in the Commercial Register (Handelsregister) of the Local Court (Amtsgericht) of Munich under registration number HRB 217458. The Company's Legal Entity Identifier (LEI) is 5299007KBTVZ3XQHGL48. The Company's Ordinary Shares are listed on the Frankfurt Stock Exchange under the ticker symbol "HCY" in the Prime Standard segment. Application has been made to list the American Depositary Shares on the Nasdaq Global Select Market under the proposed ticker symbol "HCYN."
Certification of Ownership
This American Depositary Receipt ("ADR" or "Receipt") evidences American Depositary Shares ("ADSs"), each ADS representing two (2) Ordinary Shares (Stammaktien), no par value ("Shares" or "Ordinary Shares"), of Halcyon Semiconductor Aktiengesellschaft. The Ordinary Shares underlying the ADSs evidenced hereby have been deposited under the Deposit Agreement dated as of [●], 2026 (as may be amended or supplemented from time to time, the "Deposit Agreement") among Halcyon Semiconductor Aktiengesellschaft, Meridian Trust Company, National Association, as Depositary, and all Holders and Beneficial Owners from time to time of ADSs evidenced by ADRs issued thereunder.
Each ADS represents the right to receive two (2) Ordinary Shares (the "ADS Ratio"). Any references in this ADR to "ADSs" shall be deemed to include all rights appurtenant thereto under the Deposit Agreement, including the right to receive the applicable number of Ordinary Shares and any distributions thereon.
The Depositary's principal office at which the ADRs are administered is located at 101 Barclay Street, New York, New York 10286. The Transfer Agent and Registrar for the ADSs is Crestfield Transfer Services Inc., 6201 15th Avenue, Brooklyn, New York 11219.
Registered Holder
The Depositary hereby certifies that the person named above (the "Holder") is the registered holder of the number of American Depositary Shares indicated on the face of this ADR. This ADR is evidence of the Holder's interest in the ADSs set forth above, subject to and in accordance with the terms and conditions of the Deposit Agreement and this ADR.
Terms Incorporated by Reference
This American Depositary Receipt is one of an issue of ADRs, all issued and to be issued upon the terms and conditions set forth in the Deposit Agreement, which is hereby incorporated herein by reference and made a part hereof. Copies of the Deposit Agreement are on file at the office of the Depositary and at the office of the Custodian (as defined in the Deposit Agreement). Each Holder and each Beneficial Owner, upon acceptance of any ADSs (or any interest therein), shall be deemed for all purposes to have agreed to and be bound by the terms and conditions of the Deposit Agreement and of this ADR.
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Deposit Agreement.
Deposited Securities
The Ordinary Shares and any other securities, property, and cash deposited or held by the Depositary and the Custodian from time to time in respect of the ADSs, including all replacements thereof and all proceeds from the sale, exchange, or other disposition of such securities, property, and cash, are collectively referred to as the "Deposited Securities."
The Ordinary Shares underlying the ADSs are held through a custodian bank in the Federal Republic of Germany (the "Custodian") appointed by the Depositary under the Deposit Agreement for the safekeeping of Ordinary Shares. The Ordinary Shares are held through the Ashgrove Enterprises Banking AG system or as otherwise specified in the Deposit Agreement. The location of custody for all Deposited Securities is the Federal Republic of Germany, unless otherwise determined by the Depositary in accordance with the Deposit Agreement.
Dividends and Other Distributions
Cash Dividends and Cash Distributions. Whenever the Depositary receives any cash dividend or other cash distribution in respect of the Deposited Securities (including proceeds from the sale of any rights, preferences, privileges, or other property), the Depositary shall, subject to the provisions of the Deposit Agreement, convert such amounts from Euros into United States Dollars (to the extent that in its reasonable judgment such conversion is practicable and that the resulting United States Dollars are transferable to the United States) and distribute the resulting amount (less any applicable fees of the Depositary as set forth in the Deposit Agreement and the fee schedule attached thereto, and less any taxes, duties, and governmental charges withheld or deducted or required to be withheld or deducted, and less any charges and expenses incurred in connection with such conversion and distribution) to the Holders entitled thereto on the applicable record date established by the Depositary, pro rata in proportion to the number of ADSs held by each such Holder.
Distributions in Shares. If the Company distributes Ordinary Shares as a dividend or free distribution, the Depositary shall, to the extent reasonably practicable and permissible under applicable law, either (a) distribute to the Holders entitled thereto additional ADSs representing such additional Ordinary Shares, in proportion to the number of ADSs held by each such Holder, or (b) if the Depositary determines that such distribution of additional ADSs is not reasonably practicable, adjust the ADS Ratio to reflect such distribution so that each ADS represents the appropriate number of Ordinary Shares following such distribution. If neither (a) nor (b) is reasonably practicable, the Depositary may sell all or a portion of such Ordinary Shares and distribute the net proceeds to the Holders entitled thereto.
Rights Offerings. If the Company offers or causes to be offered to holders of Ordinary Shares any rights to subscribe for or purchase additional Shares, other securities, or rights of any nature, the Depositary shall, to the extent that the Depositary determines it is lawful and reasonably practicable to do so, make such rights available to Holders by providing for the exercise of such rights on behalf of Holders who request such exercise. If the Depositary determines that it is not lawful or reasonably practicable to make such rights available to Holders, the Depositary shall, to the extent lawful and reasonably practicable, sell such rights in a commercially reasonable manner and distribute the net proceeds thereof to the Holders entitled thereto, less the fees, charges, taxes, and expenses of the Depositary as set forth in the Deposit Agreement. If the Depositary is unable to make such rights available and is unable to sell such rights, the Depositary shall allow such rights to lapse, in which case the Holders shall receive no value therefor.
Other Distributions in Property. Whenever the Depositary receives any distribution in property other than cash, Ordinary Shares, or rights (including without limitation securities of the Company other than Ordinary Shares, securities of affiliates of the Company, warrants, or other instruments), the Depositary shall, to the extent reasonably practicable and permissible under applicable law, distribute such property to the Holders entitled thereto, in proportion to the number of ADSs held by each such Holder. If such distribution is not reasonably practicable in the determination of the Depositary, the Depositary may, with the approval of the Company to the extent required under the Deposit Agreement, sell all or a portion of such property in a commercially reasonable manner and distribute the net proceeds to the Holders entitled thereto.
Currency Conversion. All conversions of Euros to United States Dollars shall be effected at the rate or rates obtained by the Depositary in accordance with its customary practices, including through the purchase or sale of foreign currency through customary banking channels or through such other means as the Depositary may determine to be appropriate. All expenses and charges incurred by the Depositary in connection with such currency conversion, including but not limited to foreign exchange spreads and transaction costs, shall be borne by the Holders, and such expenses and charges shall be deducted from the amounts distributable to the Holders.
Tax Withholding. The Depositary shall deduct and withhold from any distributions made in respect of the ADSs any amounts required to be withheld under applicable tax laws of the United States, the Federal Republic of Germany, or any other jurisdiction. Without limiting the generality of the foregoing, distributions in respect of the Ordinary Shares are generally subject to German withholding tax at a statutory rate of 26.375% (comprising 25% Kapitalertragsteuer (capital gains withholding tax) and 5.5% Solidaritätszuschlag (solidarity surcharge) thereon). United States Holders may be eligible for a reduced treaty withholding rate of 15% on dividends under the current 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, as amended, subject to the timely provision of the required documentation and certifications. Holders are urged to consult their own tax advisors regarding the applicability of any treaty benefits and the procedures for claiming reduced withholding rates.
Deposit and Withdrawal of Shares
Deposit. Subject to the terms and conditions of the Deposit Agreement, Ordinary Shares may be deposited with the Custodian in the Federal Republic of Germany by or on behalf of any person wishing to receive ADSs in respect thereof. Upon receipt by the Depositary of confirmation from the Custodian that the Ordinary Shares have been received and are being held for the account of the Depositary, and upon compliance with all other provisions of the Deposit Agreement (including the payment of applicable issuance fees, taxes, and governmental charges), the Depositary shall issue the corresponding number of ADSs, evidenced by one or more ADRs, and shall deliver such ADRs to the person or persons entitled thereto or to their order.
Withdrawal. Upon surrender of ADSs at the office of the Depositary or, if applicable, at the office of the Transfer Agent and Registrar, and upon payment of all applicable fees, taxes, and governmental charges as set forth in the Deposit Agreement and this ADR, the Holder shall be entitled to delivery, or to direct the delivery, of the Ordinary Shares underlying the surrendered ADSs at the office of the Custodian in the Federal Republic of Germany, subject to the rules and procedures of Ashgrove Enterprises Banking AG and applicable German law.
ADS Ratio upon Withdrawal. Each ADS surrendered for withdrawal entitles the Holder to receive two (2) Ordinary Shares, subject to any adjustment to the ADS Ratio in accordance with the Deposit Agreement.
Fractional Shares. The Depositary shall not issue fractional ADSs. If any deposit of Ordinary Shares or any other transaction would result in the issuance of a fractional ADS, the Depositary shall, in lieu of issuing any fractional ADS, sell or cause to be sold the Ordinary Shares representing such fractional entitlement in a commercially reasonable manner on the Frankfurt Stock Exchange or otherwise, and shall distribute the net proceeds of such sale (less applicable fees, taxes, and charges) to the person entitled thereto.
Voting Rights
Upon timely receipt of notice from the Company of any meeting of shareholders of the Company (or of a solicitation of consents or proxies of holders of Ordinary Shares), the Depositary shall, as promptly as practicable thereafter, mail (or otherwise transmit in the manner set forth in the Deposit Agreement) to each Holder of record on the record date established by the Depositary for such purpose a notice setting forth: (a) the information contained in the Company's notice of meeting (or solicitation), to the extent such information has been provided to the Depositary by the Company in the English language or has been translated into the English language by or at the direction of the Company; (b) a statement that Holders as of the close of business on the ADS record date established by the Depositary will, subject to the provisions of the Deposit Agreement, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Ordinary Shares represented by the ADSs held by such Holder; and (c) a brief description of the manner in which such instructions may be given or deemed given, and the date and time by which such instructions must be received by the Depositary.
Upon timely receipt of voting instructions from a Holder in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permissible under applicable law and the provisions of the Deposit Agreement and the Company's articles of association (Satzung), to vote or cause to be voted (including by proxy) the Ordinary Shares represented by such Holder's ADSs in accordance with such instructions.
If the Depositary does not receive timely voting instructions from a Holder with respect to any or all of the Ordinary Shares represented by such Holder's ADSs on or before the date established by the Depositary for such purpose, the Depositary shall deem such Holder to have instructed the Depositary to grant a discretionary proxy to a person designated by the Company to vote the Ordinary Shares represented by such Holder's ADSs, unless the Company has informed the Depositary that (i) the Company does not wish such proxy to be given, (ii) substantial opposition exists to the matter in question, or (iii) the matter to be voted upon would materially and adversely affect the rights of holders of Ordinary Shares, all as more fully set forth in the Deposit Agreement.
The Company shall use reasonable efforts to provide the Depositary with notice of any shareholders' meeting at least thirty (30) days prior to the date of such meeting, together with all materials to be distributed to holders of Ordinary Shares in connection therewith.
Transfer, Split-Up, and Combination of ADRs
Transfer. This ADR is transferable on the books of the Depositary or the Transfer Agent and Registrar (Crestfield Transfer Services Inc.) by the Holder in person or by a duly authorized attorney, upon surrender of this ADR at the office of the Depositary or the Transfer Agent and Registrar, properly endorsed or accompanied by a proper instrument of transfer in form satisfactory to the Depositary, and upon compliance with all applicable provisions of the Deposit Agreement, including the payment of all applicable fees, taxes, and governmental charges, and upon compliance with all applicable securities laws. The Depositary may refuse to register any transfer of ADSs if the Depositary reasonably determines that such transfer would violate any applicable law or the terms of the Deposit Agreement.
Split-Up. A Holder may surrender this ADR to the Depositary or the Transfer Agent and Registrar for the purpose of receiving in exchange therefor two or more ADRs, each evidencing such number of ADSs as the Holder shall designate, provided that the aggregate number of ADSs evidenced by the newly issued ADRs equals the number of ADSs evidenced by this ADR. The Depositary shall, upon receipt of such surrendered ADR and satisfaction of all applicable terms and conditions, including payment of any applicable fees and charges, cancel this ADR and execute and deliver such new ADRs to the Holder.
Combination. A Holder may surrender two or more ADRs to the Depositary or the Transfer Agent and Registrar for the purpose of receiving in exchange therefor a single ADR evidencing the aggregate number of ADSs represented by the surrendered ADRs. The Depositary shall, upon receipt of such surrendered ADRs and satisfaction of all applicable terms and conditions, including payment of any applicable fees and charges, cancel the surrendered ADRs and execute and deliver such new ADR to the Holder.
Cancellation and Re-Issuance Fees. Applicable fees for the cancellation and re-issuance of ADRs in connection with any transfer, split-up, or combination shall be charged as set forth in the fee schedule attached to the Deposit Agreement and as summarized herein.
Charges of the Depositary
The following is a summary of certain fees and charges that may be assessed by the Depositary to Holders and Beneficial Owners of ADSs. This summary is qualified in its entirety by reference to the Depositary Receipts Fee Schedule attached as Schedule [●] to the Deposit Agreement, which shall govern in the event of any inconsistency with this summary.
The annual depositary service fee of $0.05 per ADS per annum is payable by each Holder or Beneficial Owner of ADSs and may, at the discretion of the Depositary, be deducted from distributions made in respect of the ADSs or collected by the Depositary by such other means as it may determine from time to time. The Depositary may hold and, to the extent permitted under applicable law, use any amounts collected as depositary service fees or other charges until such time as the Depositary deems it appropriate to apply such amounts.
See the Depositary Receipts Fee Schedule attached as Schedule [●] to the Deposit Agreement for the complete schedule of fees and charges.
Limitation of Liability
Neither the Depositary nor the Company shall be liable to any Holder or Beneficial Owner of ADSs if by reason of any present or future provision of any applicable law or regulation of the United States, the Federal Republic of Germany, or any other country or jurisdiction, or by reason of any provision of the Company's articles of association (Satzung), or by reason of any act of God, war, terrorism, epidemic, pandemic, nationalization, expropriation, currency restriction, work stoppage, strike, civil unrest, revolutions, rebellions, explosions, computer failure, unavailability of any Federal Reserve Bank wire or other wire or communication facility, or other similar event beyond its reasonable control (each, a "Force Majeure Event"), the Depositary or the Company shall be prevented, forbidden, or delayed in, or subjected to any civil or criminal penalty on account of, doing or performing any act or thing which by the terms of the Deposit Agreement or this ADR it is provided shall be done or performed.
Neither the Depositary nor any of its agents shall be liable to any Holder or Beneficial Owner for any action taken or omitted to be taken by it or them in good faith and in accordance with the terms of the Deposit Agreement, including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable.
IN NO EVENT SHALL THE DEPOSITARY, THE COMPANY, OR ANY OF THEIR RESPECTIVE AGENTS BE LIABLE TO ANY HOLDER OR BENEFICIAL OWNER FOR ANY CONSEQUENTIAL, PUNITIVE, SPECIAL, OR INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS), REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT, OR ANY OTHER THEORY, AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The foregoing limitation of liability shall apply to the fullest extent permitted by applicable law.
Amendment and Termination
Amendment. The Company and the Depositary may at any time and from time to time amend or supplement the Deposit Agreement and/or the form of ADR in any respect which they may deem necessary or desirable, without the consent of any Holder or Beneficial Owner of ADSs. Notwithstanding the foregoing, any amendment that imposes or increases any fees or charges (other than charges in connection with foreign exchange control regulations, taxes, and other governmental charges, delivery and similar items), or that otherwise prejudices any substantial existing right of Holders of outstanding ADSs, shall not become effective as to outstanding ADSs until the expiration of thirty (30) days after notice of such amendment shall have been given to the Holders of outstanding ADSs. Every Holder and Beneficial Owner at the time any amendment becomes effective shall be deemed, by continuing to hold such ADSs, to consent and agree to such amendment and to be bound by the Deposit Agreement and the ADRs as amended thereby. In no event shall any amendment impair the right of any Holder to surrender ADSs and receive the Deposited Securities represented thereby, except in order to comply with mandatory provisions of applicable law.
Termination. The Depositary may, and shall at the written direction of the Company, terminate the Deposit Agreement by giving notice of such termination to the Holders of all ADSs then outstanding at least ninety (90) days prior to the date fixed in such notice for such termination (the "Termination Date"). After the Termination Date, the Depositary shall continue to perform its obligations under the Deposit Agreement relating to the collection and distribution of dividends and other distributions, but shall cease to accept deposits of Ordinary Shares for issuance of ADSs. For a period of at least six (6) months following the Termination Date, the Depositary shall permit Holders of ADSs to surrender their ADSs and receive delivery of the Ordinary Shares and other Deposited Securities represented thereby, subject to the terms and conditions of the Deposit Agreement and the payment of applicable fees, taxes, and charges. After the expiration of such six (6)-month period, the Depositary may sell the Deposited Securities then held by it and hold the net proceeds of such sale, without liability for interest thereon, for the pro rata benefit of the Holders of ADSs that have not theretofore been surrendered.
Governing Law; Jurisdiction
The Deposit Agreement and this ADR, and the rights and obligations of the Holders and Beneficial Owners hereunder and thereunder, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws principles thereof that would result in the application of the laws of any other jurisdiction.
The federal and state courts in the City of New York, State of New York (or, to the extent applicable, the courts of the State of Delaware) shall have exclusive jurisdiction over any suit, action, or proceeding against the Depositary or the Company arising out of or relating to the ADSs, the ADRs, or the Deposit Agreement, and the Company, the Depositary, each Holder, and each Beneficial Owner irrevocably submit to such jurisdiction and irrevocably waive any objection that any such suit, action, or proceeding has been brought in an inconvenient forum.
EACH PARTY TO THE DEPOSIT AGREEMENT AND EACH HOLDER AND BENEFICIAL OWNER OF ADSs, BY ACCEPTANCE OF ADSs OR ANY INTEREST THEREIN, IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE DEPOSIT AGREEMENT, THIS ADR, THE ADSs, OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.
Legends
SECURITIES ACT LEGEND:
THE AMERICAN DEPOSITARY SHARES EVIDENCED BY THIS AMERICAN DEPOSITARY RECEIPT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), PURSUANT TO A REGISTRATION STATEMENT ON FORM F-6 (FILE NO. [●]) AND ON FORM F-1 (FILE NO. [●]).
DEPOSITARY LEGEND:
THIS AMERICAN DEPOSITARY RECEIPT SHALL NOT BE VALID FOR ANY PURPOSE UNLESS COUNTERSIGNED BY THE TRANSFER AGENT AND REGISTRAR FOR THE AMERICAN DEPOSITARY SHARES.
EXCHANGE LISTING LEGEND:
APPLICATION HAS BEEN MADE TO LIST THE AMERICAN DEPOSITARY SHARES ON THE NASDAQ GLOBAL SELECT MARKET UNDER THE SYMBOL "HCYN."
ERISA / TAX LEGEND:
[Reserved — To be inserted if required by applicable ERISA regulations or tax-related requirements in connection with the offering.]
REGULATION S / RESTRICTED SECURITIES LEGEND:
[Reserved — The ADSs evidenced by this ADR are being registered under the Securities Act and sold in a registered offering. Accordingly, restricted securities legends are not expected to be required on ADRs issued in connection with the offering. This placeholder is included solely for any ADSs that may be issued outside the scope of the registered offering, in which case the appropriate restrictive legend shall be affixed to the applicable ADR.]
Signature block
IN WITNESS WHEREOF, MERIDIAN TRUST COMPANY, NATIONAL ASSOCIATION, as Depositary, has caused this American Depositary Receipt to be duly executed by its authorized officer as of the date set forth below.
MERIDIAN TRUST COMPANY, NATIONAL ASSOCIATION as Depositary
By: ________
Name: [Insert name of authorized officer]
Title: [Insert title]
Date: [●], 2026
Countersignature of Transfer Agent and Registrar
COUNTERSIGNED AND REGISTERED:
CRESTFIELD TRANSFER SERVICES INC. as Transfer Agent and Registrar
By: ________
Name: [Insert name]
Title: [Insert title]
REVERSE OF AMERICAN DEPOSITARY RECEIPT
Article I — Definitions
For purposes of this ADR, reference is hereby made to Article I of the Deposit Agreement for all defined terms. To the extent any defined term used in this ADR is not defined herein, such term shall have the meaning ascribed to it in the Deposit Agreement. The following key definitions are repeated herein for convenience of reference and shall be construed consistently with the corresponding definitions in the Deposit Agreement:
"ADS" means an American Depositary Share, each representing two (2) Ordinary Shares (Stammaktien), no par value, of the Company, together with all rights appurtenant thereto under the Deposit Agreement.
"ADR" or "Receipt" means this American Depositary Receipt, including the terms and conditions set forth on the face and reverse hereof, evidencing one or more ADSs.
"Beneficial Owner" means any person or entity having a beneficial ownership interest in ADSs, whether held directly, through a broker, dealer, commercial bank, trust company, or other nominee, or through The Depository Trust Company or any other clearing system, including any participant therein.
"Company" means Halcyon Semiconductor Aktiengesellschaft, a stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany, registered in the Commercial Register of the Local Court (Amtsgericht) of Munich under registration number HRB 217458, and its successors.
"Custodian" means the custodian bank in the Federal Republic of Germany appointed by the Depositary under the Deposit Agreement for the safekeeping of deposited Ordinary Shares and other Deposited Securities, initially [●], and any substitute or successor custodian appointed in accordance with the Deposit Agreement.
"Deposit Agreement" means the Deposit Agreement dated as of [●], 2026, among the Company, the Depositary, and all Holders and Beneficial Owners from time to time of ADSs evidenced by ADRs issued thereunder, as the same may be amended, supplemented, or otherwise modified from time to time in accordance with its terms.
"Depositary" means Meridian Trust Company, National Association, a national banking association organized and existing under the laws of the United States of America, in its capacity as depositary under the Deposit Agreement, and any successor depositary appointed in accordance with the terms of the Deposit Agreement.
"Deposited Securities" means the Ordinary Shares and any other securities, cash, or other property held by the Depositary or the Custodian from time to time in respect of the ADSs issued under the Deposit Agreement, including all replacements thereof and all income, distributions, and proceeds in respect thereof.
"Holder" means a person in whose name an ADR is registered on the books of the Depositary or the Transfer Agent and Registrar, it being understood that in the case of ADSs held through The Depository Trust Company, the Holder shall be DTC or its nominee.
"Ordinary Shares" or "Shares" means the ordinary shares (Stammaktien), no par value, of the Company, and shall include any shares into which such ordinary shares may be reclassified, converted, or exchanged.
"Registrar" or "Transfer Agent and Registrar" means Crestfield Transfer Services Inc., and any successor transfer agent and registrar appointed in accordance with the Deposit Agreement.
"Share Registrar" means the share registrar of the Company maintained under German law, including any agent appointed by the Company to maintain such register.
Article II — Form of ADR; Issuance and Delivery of ADRs
Section 2.1. Evidence of ADSs. This ADR is evidence of ADSs issued under the Deposit Agreement. Each ADS represents and entitles the Holder thereof to receive, subject to the terms and conditions of the Deposit Agreement, two (2) Ordinary Shares deposited with the Custodian, together with any additional Deposited Securities attributable thereto.
Section 2.2. Certificated and Uncertificated Forms. ADRs may be issued in certificated form, as set forth on the face hereof, or in uncertificated (book-entry) form, including through the facilities of The Depository Trust Company ("DTC"). ADSs held in book-entry form through DTC shall be evidenced by one or more global ADRs registered in the name of DTC's nominee, Cede & Co., or such other nominee as DTC may designate. Beneficial interests in ADSs held through DTC shall be shown on, and transfers thereof shall be effected only through, records maintained by DTC and its participants.
Section 2.3. Issuance upon Deposit. ADSs shall be issued by the Depositary upon the deposit of Ordinary Shares with the Custodian in accordance with the terms and conditions of the Deposit Agreement. The Depositary shall not issue ADSs against the deposit of Ordinary Shares unless and until it has received confirmation from the Custodian that the Ordinary Shares have been received and are being held for the account of the Depositary. The Depositary may refuse to accept Ordinary Shares for deposit if it determines, in its reasonable discretion, that such acceptance would violate any applicable law or regulation or would not be in accordance with the terms of the Deposit Agreement.
Section 2.4. Pre-Release. The Depositary may issue ADSs prior to the receipt of confirmation that the corresponding Ordinary Shares have been deposited with the Custodian (a "pre-release"), subject to the terms and conditions of the Deposit Agreement relating to pre-release transactions, including the receipt of collateral and such other conditions as the Depositary may determine.
Section 2.5. Register of Holders. The Depositary shall maintain at its principal office, or cause the Registrar (Crestfield Transfer Services Inc.) to maintain, a register of all Holders and all transfers, combinations, and split-ups of ADRs. Such register shall be open to inspection by the Company and any Holder at all reasonable times, but solely for the purpose of communicating with Holders in connection with their interests in the ADSs or under the Deposit Agreement or this ADR.
Article III — Certain Obligations of Holders and Beneficial Owners
Section 3.1. Representations and Warranties upon Acquisition. Each Holder and Beneficial Owner of ADSs, upon acquisition of any ADSs or any interest therein, represents and warrants to and agrees with the Depositary and the Company that: (a) such person has acquired the ADSs and any interest therein in compliance with all applicable securities laws, including the Securities Act of 1933, as amended, and applicable non-US securities laws, including the securities laws of the Federal Republic of Germany; and (b) such person is not acquiring the ADSs for the purpose of any distribution thereof in violation of the Securities Act.
Section 3.2. Obligation to Provide Information. Each Holder and Beneficial Owner shall, upon the reasonable request of the Depositary or the Company, provide such proof of citizenship, residence, exchange control approvals, beneficial ownership information, tax status (including any applicable IRS Forms W-9 or W-8, as the case may be), and such other information as the Depositary or the Company may reasonably request for the purpose of complying with applicable law or the terms of the Deposit Agreement. The Depositary may withhold the delivery or registration of transfer of ADSs, the distribution of any dividend or other distribution, or the proceeds thereof, and may sell any Deposited Securities, until such time as any such proof or other information is filed to its reasonable satisfaction.
Section 3.3. Tax Obligations. Each Holder and Beneficial Owner shall be responsible for the timely payment of any taxes, duties, charges, assessments, or governmental charges payable by the Depositary or the Custodian in respect of the ADSs or the Deposited Securities that are attributable to such Holder's or Beneficial Owner's interest in the ADSs. The Depositary may refuse to effect any deposit, registration of transfer, split-up, combination, or withdrawal of ADSs, or any distribution in respect thereof, until all such taxes, duties, charges, assessments, or governmental charges are paid, or until satisfactory indemnity is given to the Depositary in respect thereof, as the Depositary may in its sole discretion require.
Section 3.4. Compliance with Applicable Law. Each Holder and Beneficial Owner shall comply with all applicable laws, rules, and regulations, including without limitation all applicable US and German securities laws, tax laws, and foreign exchange control regulations, in connection with the ownership, transfer, and disposition of ADSs and any interest therein.
Section 3.5. Disclosure of Interests. Each Holder and Beneficial Owner shall comply with all requests from the Company for information regarding beneficial ownership of ADSs and the underlying Ordinary Shares to the extent required under applicable German or US law, including without limitation: (a) Section 13(d) and Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder; and (b) the applicable notification requirements under German securities law, including Sections 33 et seq. of the German Securities Trading Act (Wertpapierhandelsgesetz or "WpHG") and any comparable provisions of the Company's articles of association (Satzung). The Depositary may disclose information regarding Holders and Beneficial Owners to the Company to the extent required under applicable law or reasonably requested by the Company for compliance purposes.
Article IV — Deposited Securities; Pre-Emptive Rights
Section 4.1. German Stock Corporation Act. The Company's Ordinary Shares are subject to the German Stock Corporation Act (Aktiengesetz, or "AktG") and the Company's articles of association (Satzung). The rights of holders of Ordinary Shares are governed by German law and the Company's Satzung, and may differ in material respects from the rights of stockholders of US corporations.
Section 4.2. Pre-Emptive Rights (Bezugsrechte). Under German law, holders of Ordinary Shares generally have pre-emptive rights (Bezugsrechte) to subscribe for newly issued shares in proportion to their existing shareholdings, unless such pre-emptive rights are excluded by a resolution of the shareholders' meeting (Hauptversammlung) adopted in accordance with applicable provisions of the AktG and the Company's Satzung. In the event that the Company issues new Ordinary Shares (or securities convertible into or exercisable for Ordinary Shares) with pre-emptive rights, the Depositary shall use reasonable efforts to make available to Holders the right to instruct the Depositary to exercise or sell such pre-emptive rights on behalf of Holders, to the extent that the Depositary determines it is lawful and reasonably practicable to do so, as further set forth in the Deposit Agreement.
Section 4.3. Unavailability of Pre-Emptive Rights. If the Depositary determines that it is not lawful or reasonably practicable to make pre-emptive rights available to Holders (including because the rights may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption therefrom, and such registration or exemption is not available), the Depositary may, in its discretion: (a) sell or cause to be sold such pre-emptive rights in a commercially reasonable manner on the Frankfurt Stock Exchange or otherwise, and distribute the net proceeds thereof (less the fees, charges, taxes, and expenses of the Depositary) to the Holders entitled thereto; or (b) allow such pre-emptive rights to lapse, in which case the Holders shall receive no value in respect thereof. The Depositary shall have no liability to any Holder or Beneficial Owner for any failure to make pre-emptive rights available or for any sale or lapse of such rights.
Article V — Notices
Section 5.1. Company Notices. The Company shall provide to the Depositary, promptly after dispatch to holders of Ordinary Shares, copies of all notices, reports, and communications sent or made available to holders of Ordinary Shares generally, including without limitation notices of shareholders' meetings, notices of dividend declarations, annual and interim reports, and any other information disseminated by the Company to holders of Ordinary Shares. To the extent practicable, the Company shall provide such notices and communications in the English language, or shall provide English-language translations thereof.
Section 5.2. Depositary's Distribution of Notices. The Depositary shall, at the Company's expense (to the extent provided in the Deposit Agreement), make available to Holders all such notices and communications received from the Company, including annual reports, interim reports, and notices of shareholder meetings, by mailing copies thereof (or otherwise making such information available) to Holders, or by any other means specified in the Deposit Agreement. The manner of distribution of notices to Holders shall be determined by the Depositary in its discretion, subject to the terms of the Deposit Agreement, and may include making such notices available on the Depositary's website.
Section 5.3. SEC Reporting. The Company's annual report shall be filed with the US Securities and Exchange Commission (the "SEC") on Form 20-F, and current reports and other information shall be furnished to the SEC on Form 6-K, in each case in accordance with the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder.
Article VI — Reports and Financial Statements
Section 6.1. Annual Reports. The Company shall furnish to the Depositary, promptly upon filing with the SEC, copies of its annual report on Form 20-F, including its audited consolidated financial statements prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board.
Section 6.2. Independent Auditors. The Company's IFRS financial statements shall be audited by the Company's independent auditors, currently Blackmere & Whitfield LLP / GmbH Wirtschaftsprüfungsgesellschaft, or such other firm of independent public accountants as the Company may appoint from time to time.
Section 6.3. Current Reports. The Company shall furnish to the Depositary, promptly upon filing or furnishing to the SEC, copies of all current reports on Form 6-K and any other reports, documents, or information filed or furnished by the Company with the SEC.
Section 6.4. Availability to Holders. The Depositary shall make available to Holders all reports and financial statements received from the Company pursuant to this Article VI, in such manner as the Depositary may determine in its discretion, which may include making such reports available at the Depositary's principal office, on the Depositary's website, or by such other means as the Depositary may determine from time to time.
Article VII — Indemnification
Section 7.1. Indemnification by the Company. The Company shall indemnify, defend, and hold harmless the Depositary, its directors, officers, employees, and agents, from and against any and all losses, liabilities, claims, damages, costs, and expenses (including reasonable attorneys' fees and expenses) incurred by any of them without negligence or bad faith on the part of the Depositary, arising out of or in connection with the Deposit Agreement or the ADRs, or any action taken or omitted to be taken by the Depositary in connection with the Deposit Agreement or the ADRs in accordance with their terms; provided, that the foregoing indemnification shall not apply to any losses, liabilities, claims, damages, costs, or expenses to the extent caused by the Depositary's own negligence or willful misconduct.
Section 7.2. Indemnification by the Depositary. The Depositary shall indemnify, defend, and hold harmless the Company, its directors, officers, employees, and agents, from and against any and all losses, liabilities, claims, damages, costs, and expenses (including reasonable attorneys' fees and expenses) arising out of or attributable to the Depositary's own negligence or willful misconduct in connection with the performance of its obligations under the Deposit Agreement or the ADRs.
Section 7.3. Cross-Reference. The indemnification provisions of this Article VII are subject to and qualified in their entirety by reference to the indemnification provisions set forth in the Deposit Agreement, including any limitations, conditions, and procedures applicable thereto.
Article VIII — Miscellaneous
Section 8.1. Successors and Assigns. The Deposit Agreement and this ADR shall be binding upon and inure to the benefit of the Company, the Depositary, and the Holders and Beneficial Owners of ADSs from time to time, and their respective heirs, executors, administrators, successors, and assigns. No Holder or Beneficial Owner shall have the right to assign any of its rights or obligations under the Deposit Agreement or this ADR except in connection with a transfer of ADSs effected in accordance with the terms of the Deposit Agreement and this ADR.
Section 8.2. Severability. If any provision of this ADR or the Deposit Agreement is held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and such invalid, illegal, or unenforceable provision shall be reformed, construed, and enforced to the maximum extent permissible under applicable law so as to give effect to the original intent of the parties.
Section 8.3. Entire Agreement. The Deposit Agreement, including this form of ADR and all schedules, exhibits, and annexes thereto, constitutes the entire agreement among the Company, the Depositary, and all Holders and Beneficial Owners with respect to the subject matter hereof and thereof, and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, among the parties with respect to such subject matter.
Section 8.4. No Third-Party Beneficiary Rights. Nothing in this ADR or the Deposit Agreement is intended to or shall be construed to confer upon any person (other than the Company, the Depositary, the Holders, and the Beneficial Owners) any rights, remedies, obligations, or liabilities under or by reason of this ADR or the Deposit Agreement, except as expressly provided herein or therein.
Section 8.5. Waiver. No failure or delay by any party hereto in exercising any right, power, or privilege hereunder or under the Deposit Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies provided herein and in the Deposit Agreement are cumulative and not exclusive of any rights or remedies provided by law.
Section 8.6. Headings. The headings of the articles, sections, and paragraphs of this ADR are inserted for convenience of reference only and shall not affect the meaning or interpretation of this ADR or any provision hereof.
Section 8.7. Counterparts. The Deposit Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
Article IX — Governing Law Restatement
This ADR and the Deposit Agreement, and the rights and obligations of the Company, the Depositary, the Holders, and the Beneficial Owners hereunder and thereunder, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws principles thereof that would result in the application of the substantive laws of any other jurisdiction.
The Company, the Depositary, each Holder, and each Beneficial Owner hereby irrevocably consent to the exclusive jurisdiction of the federal and state courts located in the City of New York, State of New York (or, to the extent applicable, the courts of the State of Delaware) in connection with any suit, action, or proceeding arising out of or relating to the ADSs, the ADRs, or the Deposit Agreement, and agree not to commence any such suit, action, or proceeding except in such courts.
JURY TRIAL WAIVER. THE COMPANY, THE DEPOSITARY, EACH HOLDER, AND EACH BENEFICIAL OWNER IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS ADR, THE DEPOSIT AGREEMENT, THE ADSs, OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.
FORM OF ASSIGNMENT AND TRANSFER
(To be completed and signed only upon transfer of the ADR)
FOR VALUE RECEIVED, the undersigned Holder hereby sells, assigns, and transfers unto:
________ American Depositary Shares represented by the within American Depositary Receipt, and does hereby irrevocably constitute and appoint ________ as attorney-in-fact to transfer the said American Depositary Shares on the books of the Depositary, with full power of substitution in the premises.
Signature Guaranteed by:
________________________________________
(Medallion Signature Guarantee Required)
NOTICE: A Medallion Signature Guarantee must be provided by an eligible guarantor institution (e.g., a bank, broker, dealer, credit union, savings association, or other entity) that is a member of a recognized Medallion Signature Guarantee Program approved by the Securities Transfer Association. Notarized signatures are not acceptable as Medallion Signature Guarantees.
Notice Regarding DTC Book-Entry Settlement
The ADSs are eligible for settlement through The Depository Trust Company ("DTC"). Unless this ADR specifically bears a legend restricting transfer, ADSs may be held in book-entry form through DTC. DTC participants may hold ADSs on behalf of Beneficial Owners in accordance with DTC's customary procedures. References herein to "Holders" include DTC and its participants as applicable, and references to actions required to be taken by Holders shall be deemed to include actions taken by DTC and its participants in accordance with DTC's rules and procedures.
If ADSs are held through DTC, distributions and notices shall be made through DTC in accordance with DTC's applicable rules and procedures. The Depositary shall provide DTC with all cash distributions, notices, reports, and other communications to be distributed to Holders of ADSs held through DTC, and DTC shall arrange for the distribution thereof to its participants in accordance with its customary procedures. The Depositary shall have no responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in ADSs held through DTC, or for maintaining, supervising, or reviewing any records relating to such beneficial ownership interests.
Taxpayer Identification Certification Reminder
Under United States federal income tax law, certain payments made to Holders who are United States persons (as defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended) may be subject to backup withholding at the applicable statutory rate unless the Holder provides a certified taxpayer identification number on IRS Form W-9 (Request for Taxpayer Identification Number and Certification) or otherwise establishes an exemption from backup withholding. Holders that are not United States persons should complete the applicable IRS Form W-8 (e.g., Form W-8BEN, Form W-8BEN-E, Form W-8ECI, Form W-8EXP, or Form W-8IMY) to certify their non-US status and, if applicable, to claim treaty benefits for a reduced rate of withholding. Holders should provide the completed IRS Form W-9 or applicable IRS Form W-8 to the Depositary or the Transfer Agent and Registrar. Holders are urged to consult their own tax advisors regarding the application of US federal income tax backup withholding rules and any applicable treaty provisions.
SCHEDULE OF FEES
(Summary — Cross-Reference to Deposit Agreement)
The following table sets forth a summary of the principal fees and charges that may be assessed by the Depositary in connection with the ADSs. This summary is provided for convenience of reference only and is qualified in its entirety by the Depositary Receipts Fee Schedule attached as Schedule [●] to the Deposit Agreement. In the event of any inconsistency between this summary and the Depositary Receipts Fee Schedule, the Depositary Receipts Fee Schedule shall govern.
The Depositary may collect any of the foregoing fees and charges by deducting such amounts from one or more distributions made in respect of the ADSs or by billing Holders or Beneficial Owners directly, or by any combination of such methods, as the Depositary may determine from time to time in its discretion. For the avoidance of doubt, the annual depositary service fee may be charged on a per-ADS basis as of one or more record dates established by the Depositary during each calendar year.
See the Depositary Receipts Fee Schedule attached as Schedule [●] to the Deposit Agreement for the complete schedule of fees and charges applicable to the ADSs.
APPENDIX
Form of Depositary's Certificate of Authenticity
(For Internal Use Only)
INTERNAL USE ONLY — NOT FOR DISTRIBUTION TO HOLDERS
CERTIFICATE OF AUTHENTICITY
Meridian Trust Company, National Association, as Depositary under the Deposit Agreement dated as of [●], 2026, among Halcyon Semiconductor Aktiengesellschaft, Meridian Trust Company, National Association, and all Holders and Beneficial Owners from time to time of ADSs issued thereunder, hereby certifies as follows:
1.  Due Execution. The American Depositary Receipt bearing Certificate Number [__] (the "ADR"), evidencing [__] American Depositary Shares, each representing two (2) Ordinary Shares (Stammaktien), no par value, of Halcyon Semiconductor Aktiengesellschaft, has been duly executed by a duly authorized officer of the Depositary in accordance with the terms and conditions of the Deposit Agreement.
2.  Countersignature. The ADR has been duly countersigned by Crestfield Transfer Services Inc., as Transfer Agent and Registrar, in accordance with the terms and conditions of the Deposit Agreement.
3.  Deposit of Underlying Shares. The Depositary has received confirmation from the Custodian that the Ordinary Shares underlying the ADSs evidenced by the ADR have been received by the Custodian and are being held for the account of the Depositary in accordance with the terms of the Deposit Agreement.
4.  Authentication. This Certificate of Authenticity is issued for internal authentication and recordkeeping purposes only and does not constitute a part of the ADR or the Deposit Agreement.
Authentication Stamp / Code: [________]
MERIDIAN TRUST COMPANY, NATIONAL ASSOCIATION as Depositary
By: ________
Name: [Insert name of authorized officer]
Title: [Insert title]
Date: ________
INTERNAL RECORD — RETAIN IN DEPOSITARY'S FILES Document ID: [__] Batch Reference: [__] Date of Issuance: [____]
[End of Form of American Depositary Receipt]
Certificate Number: | [____]
Number of American Depositary Shares: | [____]
CUSIP: | [____]
ISIN: | [____]
Name of Registered Holder: | [Insert name of registered holder]
Address of Registered Holder: | [Insert address]
Fee or Charge | Amount
Annual depositary service fee | $0.05 per ADS per annum
Issuance of ADSs upon deposit of Ordinary Shares | $[●] per 100 ADSs (or portion thereof)
Cancellation of ADSs and withdrawal of Deposited Securities | $[●] per 100 ADSs (or portion thereof)
Distribution of cash dividends or other cash distributions | $[●] per 100 ADSs (or portion thereof)
Distribution of securities or rights (other than ADSs) | $[●] per 100 ADSs (or portion thereof)
Cable, telex, facsimile, and delivery charges | As incurred
Taxes, duties, and governmental charges | As incurred
Currency conversion expenses | As incurred
Other charges incidental to any of the foregoing | As incurred
Name of Transferee: | ________
Address of Transferee: | ________
Social Security or Taxpayer Identification Number: | ________
Dated: | ________
Signature of Holder: | ________
IMPORTANT: | The signature of the Holder to this assignment must correspond with the name as written upon the face of the within ADR in every particular, without alteration, enlargement, or any change whatsoever.
Fee / Charge | Amount | Payable By
Annual depositary service fee | $0.05 per ADS per annum | ADS Holders / Beneficial Owners
Issuance of ADSs upon deposit of Ordinary Shares | $[●] per 100 ADSs (or portion thereof) | Person depositing Shares
Cancellation of ADSs and withdrawal of Deposited Securities | $[●] per 100 ADSs (or portion thereof) | Person withdrawing Shares
Distribution of cash dividends or other cash distributions | $[●] per 100 ADSs (or portion thereof) | ADS Holders
Distribution of securities or rights (other than ADSs) | $[●] per 100 ADSs (or portion thereof) | ADS Holders
Transfer, split-up, or combination of ADRs | As applicable | Surrendering Holder
Cable, telex, facsimile, and delivery charges | As incurred | ADS Holders
Taxes, duties, and governmental charges | As incurred | ADS Holders / Beneficial Owners
Currency conversion expenses | As incurred | ADS Holders / Beneficial Owners
Other charges incidental to any of the foregoing | As incurred | ADS Holders / Beneficial Owners

CONFIDENTIAL — DRAFT — SUBJECT TO REVISION

FORM OF AMERICAN DEPOSITARY RECEIPT

HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT

FACE OF AMERICAN DEPOSITARY RECEIPT

MERIDIAN TRUST COMPANY, NATIONAL ASSOCIATION

SECURITIES ACT LEGEND:

DEPOSITARY LEGEND:

EXCHANGE LISTING LEGEND:

ERISA / TAX LEGEND:

REGULATION S / RESTRICTED SECURITIES LEGEND:

COUNTERSIGNED AND REGISTERED:

REVERSE OF AMERICAN DEPOSITARY RECEIPT

FORM OF ASSIGNMENT AND TRANSFER

SCHEDULE OF FEES

APPENDIX

CERTIFICATE OF AUTHENTICITY

Record

Parties

Dates

Amounts