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

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MEMORANDUM

PRIVILEGED & CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT

This memorandum is a privileged and confidential attorney-client communication and attorney work product. It is intended solely for the use of the addressees identified below and should not be disclosed to any third party without the prior written consent of Calderwood & Harkness LLP.

TO: Vivienne St. Claire, Partner, Calderwood & Harkness LLP Robert Adeyemi, Partner, Calderwood & Harkness LLP

FROM: Audrey Zhou, Senior Associate, Calderwood & Harkness LLP Claire Dempsey, Associate, Calderwood & Harkness LLP

DATE: February 18, 2026

RE: Halcyon Semiconductor AG — US ADR IPO: Custodian Arrangements for Ordinary Shares in Germany under the Deposit Agreement

MATTER NO.: 1032-00003

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I. Executive Summary and Purpose

The purpose of this memorandum is to analyze the sub-custodian appointment mechanics and related custodian chain arrangements under the proposed Deposit Agreement (the "Deposit Agreement") to be entered into among Halcyon Semiconductor Aktiengesellschaft ("Halcyon" or "HSAG"), Meridian Trust Company, National Association ("Meridian Trust" or the "Depositary"), and holders and beneficial owners of American Depositary Shares ("ADSs"). This memorandum is prepared in connection with Halcyon's planned initial public offering in the United States through a Level III American Depositary Receipt ("ADR") program.

Halcyon is a German Aktiengesellschaft engaged in the design and manufacture of advanced semiconductor components. The company is pursuing a Level III ADR program targeting approximately $900,000,000 in gross proceeds through the issuance of ADSs to be listed on the Nasdaq Global Select Market under the ticker symbol "HCYN." The offering will consist of both a primary issuance of new ordinary shares by Halcyon and a secondary sale of existing ordinary shares by two selling shareholders, Rheintal Industrieholding GmbH and Kestrel Capital Partners AG. The Deposit Agreement will be governed by Delaware law. The ordinary shares of Halcyon (Stammaktien) underlying the ADSs will be held through a German custodian to be appointed by Meridian Trust as part of the custodian chain that links the Halcyon share capital in Germany to the ADS holders in the United States.

The ADS ratio has been established at one (1) ADS representing two (2) ordinary shares of Halcyon, with each ordinary share being a no-par-value share (Stückaktie).

This memorandum addresses the following principal topics:

(a) the selection and appointment of the German sub-custodian by Meridian Trust;

(b) the Ashgrove Enterprises Banking AG settlement infrastructure through which Halcyon ordinary shares are held and settled in Germany;

(c) the mechanics for the deposit of ordinary shares — both primary and secondary — in connection with the offering, and for the withdrawal of ordinary shares following the offering;

(d) legal and regulatory considerations under German law applicable to the custodian arrangements, including the Depotgesetz (Securities Custody Act), the Aktiengesetz (Stock Corporation Act), withholding tax matters, and anti-money laundering requirements; and

(e) coordination of the custodian arrangements with the overall offering timeline, including key milestones and pre-closing steps.

This memorandum should be read in conjunction with the Draft Deposit Agreement, which is currently being circulated among the parties in substantially final form, and the Draft Letter Agreement between Halcyon and Meridian Trust concerning Pre-Effective Arrangements, a copy of which was circulated on February 10, 2026.

German law matters addressed herein have been coordinated with Bähr Stein Rechtsanwälte Partnerschaftsgesellschaft mbB ("Bähr Stein"), German counsel to Halcyon. Our principal contacts at Bähr Stein are Dr. Christoph Maurelban, Partner, and Johanna Weiß, Senior Associate, both based in Bähr Stein's Munich office. Where this memorandum sets forth conclusions or observations regarding German law, those positions reflect our understanding based on guidance received from Bähr Stein; they should not be treated as independent opinions of Calderwood & Harkness on German law matters.

II. Background: The ADR Custodian Chain

A. Overview of the Depositary Receipt Structure

The proposed Level III ADR program will be structured in accordance with the customary depositary receipt architecture used for cross-border equity offerings by non-US issuers into the United States. Under this structure, Meridian Trust Company, N.A., a national banking association organized under the laws of the United States, will serve as the Depositary. In its capacity as Depositary, Meridian Trust will issue ADSs evidenced by American Depositary Receipts against the deposit of Halcyon ordinary shares (Stammaktien).

Meridian Trust is headquartered at 101 Barclay Street, New York, New York 10286. The principal contact at Meridian Trust for purposes of the Halcyon ADR program is Patricia Novak, Vice President, Depositary Receipts. Ms. Novak has been coordinating with the Calderwood & Harkness transaction team regarding the Deposit Agreement, custodian arrangements, and related operational matters since the engagement was formalized in January 2026.

Critically, Meridian Trust does not itself hold the underlying Halcyon ordinary shares in Germany. As a US national banking association, Meridian Trust does not maintain direct participant accounts at Ashgrove Enterprises Banking AG, the German central securities depository through which Halcyon shares are held and settled. Accordingly, a German sub-custodian is required to hold the deposited ordinary shares on behalf of, and at the direction of, the Depositary. The sub-custodian acts as the safekeeping agent for the Halcyon ordinary shares in Germany and interfaces directly with Ashgrove Enterprises Banking AG for purposes of book-entry settlement, corporate actions processing, and other custodial functions.

The sub-custodian relationship is a fundamental link in the custodian chain that connects the Halcyon share capital in Germany to the ADS holders in the United States. The integrity and reliability of this link is essential to the proper functioning of the ADR program, including the timely issuance and cancellation of ADSs, the processing of dividends and other distributions, and the facilitation of shareholder voting and other corporate actions.

It should be noted that Crestfield Transfer Services Inc. serves a separate and distinct function in the ADR program. Crestfield (located at 6201 15th Avenue, Brooklyn, New York 11219; key contact: Angela Moretti, Director, Corporate Actions) acts as the transfer agent and registrar for the ADSs in the United States. Crestfield's role relates to the maintenance of the ADS register, the processing of ADS transfers among holders, and related administrative functions on the US side of the custodian chain. Crestfield does not have any role in the safekeeping or settlement of the underlying Halcyon ordinary shares in Germany.

B. Halcyon Share Capital

Halcyon Semiconductor AG is a German Aktiengesellschaft registered with the Amtsgericht (local court) of Munich under commercial register number HRB 217458. The company's registered office and principal executive offices are located at Maximilianstraße 72, 80539 Munich, Germany. Halcyon's Legal Entity Identifier (LEI) is 5299007KBTVZ3XQHGL48.

Halcyon's ordinary shares are currently admitted to trading on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) under the trading symbol "HCY" in the Prime Standard segment. The Prime Standard segment of the Frankfurt Stock Exchange imposes heightened transparency and disclosure requirements on listed issuers, including quarterly financial reporting, adherence to international accounting standards (IFRS), and maintenance of an English-language corporate website. Halcyon's existing Frankfurt Stock Exchange listing will be maintained following the US ADR IPO.

As of the date of this memorandum, and prior to the planned offering, Halcyon has 215,000,000 ordinary shares (Stammaktien) outstanding. The ordinary shares are no-par-value shares (Stückaktien), each representing an equal notional portion of the registered share capital. Following the issuance of 30,000,000 new ordinary shares in connection with the planned IPO, Halcyon will have 245,000,000 ordinary shares outstanding (consisting of 215,000,000 existing shares and 30,000,000 newly issued shares).

All Halcyon ordinary shares are currently held and settled through the Ashgrove Enterprises Banking AG system, which serves as the German central securities depository (CSD). Physical share certificates are not issued for Halcyon ordinary shares. Instead, the shares exist solely in book-entry form within the Ashgrove Enterprises system, held in collective safe custody (Girosammelverwahrung) in accordance with the Depotgesetz. This book-entry structure is standard for all securities listed on the Frankfurt Stock Exchange and is a prerequisite for the settlement mechanics described in Section IV below.

C. Parties Involved in the Custodian Chain

The principal parties involved in the custodian chain for the Halcyon ADR program are as follows:

Depositary: Meridian Trust Company, N.A. Meridian Trust is a US national banking association that will serve as the Depositary under the Deposit Agreement. Meridian Trust is responsible for issuing ADSs against the deposit of ordinary shares, maintaining the ADS register (through Crestfield Transfer Services Inc. as its transfer agent), processing corporate actions on behalf of ADS holders, and supervising the German sub-custodian.

German Sub-Custodian: To Be Appointed. The German sub-custodian will be a German banking institution appointed by Meridian Trust to hold the deposited Halcyon ordinary shares in Germany. The identity of the sub-custodian is one of the principal open items addressed in this memorandum. The selection criteria and appointment process are discussed in detail in Section III below.

Ashgrove Enterprises Banking AG. Ashgrove Enterprises Banking AG is the German CSD through which all Halcyon ordinary shares are held in book-entry form. Ashgrove Enterprises provides the settlement infrastructure for the deposit and withdrawal of ordinary shares in connection with the ADR program. All securities listed on the Frankfurt Stock Exchange settle through Ashgrove Enterprises, and the German sub-custodian must be a direct participant of Ashgrove Enterprises in order to perform its custodial functions.

Issuer: Halcyon Semiconductor AG. Halcyon cooperates with the Depositary and the sub-custodian in connection with the deposit of ordinary shares, the processing of corporate actions, and the maintenance of the share register (Aktienregister). Halcyon's General Counsel, Wilhelm Ostermann, serves as the principal internal contact for custodian-related matters.

Selling Shareholders. Two selling shareholders will participate in the offering by selling existing ordinary shares that will be converted into ADSs:

• Rheintal Industrieholding GmbH ("Rheintal"): Rheintal is a German limited liability company (GmbH) that currently holds 47,945,000 Halcyon ordinary shares, representing approximately 22.3% of the pre-IPO share capital. Rheintal will sell 8,500,000 ordinary shares in the offering, equivalent to 4,250,000 ADSs. Rheintal's shares are currently held in Ashgrove Enterprises through Rheintal's custodian bank in Düsseldorf.

• Kestrel Capital Partners AG ("Kestrel"): Kestrel is a Swiss Aktiengesellschaft that currently holds 20,855,000 Halcyon ordinary shares, representing approximately 9.7% of the pre-IPO share capital. Kestrel will sell 4,300,000 ordinary shares in the offering, equivalent to 2,150,000 ADSs. Kestrel's shares are currently held in Ashgrove Enterprises through Kestrel's custodian bank, which is Glenrock Assurance-based and likely accesses the Ashgrove Enterprises system through a cross-border link.

The shares of both selling shareholders must be delivered to the German sub-custodian's Ashgrove Enterprises account for deposit and conversion into ADSs in connection with the closing of the offering.

III. Appointment of the German Sub-Custodian

A. Selection Criteria

The Deposit Agreement, as currently drafted, grants Meridian Trust the exclusive right to appoint, replace, and supervise the sub-custodian in the issuer's home jurisdiction. This is consistent with standard market practice for Level III ADR programs, in which the depositary bank exercises its own judgment, informed by operational and regulatory considerations, in selecting a qualified custodian institution in the relevant foreign jurisdiction.

The selection of the German sub-custodian is subject to a range of criteria that reflect both the regulatory requirements of the German financial services framework and the operational demands of the ADR program. These criteria include:

(i) Banking License under the German Banking Act (Kreditwesengesetz, "KWG"): The sub-custodian must hold a valid license as a credit institution (Kreditinstitut) or financial services institution under the KWG, authorizing it to conduct securities custody business (Depotgeschäft) in Germany. This license is issued and supervised by the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin").

(ii) Ashgrove Enterprises Banking AG Participant Status: The sub-custodian must be a direct participant of Ashgrove Enterprises Banking AG, enabling it to hold securities accounts and settle transactions within the Ashgrove Enterprises system. Direct participant status is essential for the receipt and release of Halcyon ordinary shares in connection with ADS issuances and cancellations.

(iii) Experience as Sub-Custodian for ADR Programs: The sub-custodian should have established experience serving as a foreign custodian for ADR programs listed on US exchanges, with demonstrated competence in processing deposits, withdrawals, corporate actions, and cross-border settlements involving the Ashgrove Enterprises-DTC bridge.

(iv) Adequate Insurance Coverage and Capital Adequacy: The sub-custodian must maintain insurance coverage and capital reserves commensurate with its custodial obligations, including coverage for operational errors, fraud, and other custodial risks. Capital adequacy requirements are subject to BaFin supervision under the CRR/CRD framework as applicable to German credit institutions.

(v) Operational Capacity for Corporate Actions Processing, Dividend Distribution, and Proxy Facilitation: The sub-custodian must have the systems, staffing, and procedures necessary to process corporate actions promptly and accurately. This includes the receipt and forwarding of dividends (in EUR), the allocation and forwarding of subscription rights, the distribution of voting materials and collection of voting instructions, and the processing of share capital changes such as stock splits, reverse splits, and stock dividends.

Meridian Trust's standard practice in appointing sub-custodians for ADR programs in Germany is to select a major German bank with Ashgrove Enterprises direct participant status and an established custody services platform. Based on our experience with prior Level III ADR transactions, the typical sub-custodian candidates in Germany include the major universal banks and dedicated custody services providers, all of which meet the criteria outlined above.

Under the Deposit Agreement, Halcyon has the right to be consulted regarding the sub-custodian appointment. Specifically, the Depositary is required to notify Halcyon of the identity of the proposed sub-custodian and to consider in good faith any objections raised by Halcyon. However, the Deposit Agreement does not grant Halcyon a veto right over the sub-custodian selection. The final decision rests with Meridian Trust in its capacity as Depositary.

As of the date of this memorandum, Meridian Trust has not yet formally identified its preferred sub-custodian candidate for the Halcyon ADR program. Patricia Novak (Meridian Trust) has indicated that the sub-custodian selection process is underway and that Meridian Trust expects to be in a position to confirm its preferred candidate by the end of February 2026. Calderwood & Harkness has communicated to Meridian Trust the importance of finalizing this selection promptly in light of the target date of March 9, 2026 for the first draft F-1 circulation.

B. Sub-Custodian Agreement Terms

The sub-custodian agreement is a bilateral contract between Meridian Trust (in its capacity as Depositary) and the German sub-custodian bank. This agreement governs the terms and conditions of the custodial relationship, including the safekeeping of deposited shares, the processing of deposits and withdrawals, and the handling of corporate actions. The sub-custodian agreement is separate from, but must be consistent with, the Deposit Agreement.

Based on our review of sub-custodian agreements in comparable ADR transactions, we expect the sub-custodian agreement for the Halcyon ADR program to include the following key terms:

• Safekeeping of Deposited Ordinary Shares: The sub-custodian will hold all deposited Halcyon ordinary shares in a segregated securities account (Depotkonto) at Ashgrove Enterprises Banking AG, maintained on behalf of Meridian Trust. The deposited shares must be clearly identified and segregated from the sub-custodian's proprietary holdings and from the holdings of other clients of the sub-custodian.

• Compliance with Ashgrove Enterprises Rules and German Securities Custody Law: The sub-custodian will comply with all applicable rules and regulations of Ashgrove Enterprises Banking AG, as well as the requirements of the Depotgesetz (Securities Custody Act) regarding the segregation, safekeeping, and accounting for deposited securities.

• Settlement of Deposits and Withdrawals: The sub-custodian will process deposits and withdrawals of ordinary shares on an instruction-by-instruction basis, acting upon the written or electronic instructions of Meridian Trust. Deposits involve the receipt of ordinary shares into the sub-custodian's Ashgrove Enterprises account and notification to Meridian Trust for ADS issuance. Withdrawals involve the release of ordinary shares from the sub-custodian's Ashgrove Enterprises account to a designated recipient account upon instruction from Meridian Trust.

• Corporate Actions Processing: The sub-custodian will receive and forward to Meridian Trust all dividends, subscription rights, voting materials, and other distributions or communications received from Halcyon or its agents in respect of the deposited ordinary shares. Dividends will be received in EUR from Halcyon's paying agent, net of applicable German withholding tax, and remitted to Meridian Trust for conversion and distribution to ADS holders.

• Notification Obligations: The sub-custodian will promptly notify Meridian Trust of all corporate events, regulatory actions, or other matters affecting the deposited ordinary shares, including changes to the Ashgrove Enterprises settlement rules, BaFin regulatory actions, or changes to the German withholding tax regime.

• Standard of Care: The sub-custodian will exercise reasonable care and good faith in the performance of its obligations under the sub-custodian agreement. The sub-custodian will be liable for losses arising from its own negligence or willful misconduct.

• Indemnification: The sub-custodian agreement will contain mutual indemnification provisions between the Depositary and the sub-custodian, allocating responsibility for losses arising from each party's breach of the agreement, negligence, or willful misconduct.

• Termination: Either party may terminate the sub-custodian agreement upon thirty (30) days' prior written notice to the other party, provided that termination will not become effective until a successor custodian has been appointed by Meridian Trust and has assumed responsibility for the safekeeping of the deposited ordinary shares.

• Fees: Sub-custodian fees are typically borne by the Depositary and are passed through to ADS holders either through the annual depositary service fee of $0.05 per ADS or through separately disclosed charges in the fee schedule attached to the Deposit Agreement. The specific fee structure will be set forth in the sub-custodian agreement.

Calderwood & Harkness will review the sub-custodian agreement upon receipt from Meridian Trust to confirm its consistency with the Deposit Agreement, including the provisions of the Deposit Agreement relating to custodian appointment, supervision, liability, and termination. We will also coordinate with Bähr Stein to ensure that the sub-custodian agreement complies with applicable German law requirements, including the Depotgesetz and the KWG.

C. German Regulatory Requirements for Custodian

The German sub-custodian must satisfy a range of regulatory requirements under German law in order to serve in its custodial capacity. These requirements are summarized below, based on guidance received from Bähr Stein.

First, the sub-custodian must be licensed as a credit institution (Kreditinstitut) or as a financial services institution under the German Banking Act (Kreditwesengesetz, "KWG"). The KWG establishes the regulatory framework for banking and financial services in Germany and requires that any institution engaging in securities custody business (Depotgeschäft) hold an appropriate license issued by BaFin. BaFin exercises ongoing supervisory authority over licensed institutions, including with respect to capital adequacy, organizational requirements, and risk management.

Second, the sub-custodian must comply with the German Securities Custody Act (Depotgesetz). The Depotgesetz sets forth detailed requirements regarding the segregation, safekeeping, and accounting for customer securities held by credit institutions. These requirements are designed to protect the interests of beneficial owners of deposited securities and to ensure that customer securities are properly segregated from the proprietary holdings of the custodian institution.

Third, the sub-custodian is subject to anti-money laundering obligations under the German Anti-Money Laundering Act (Geldwäschegesetz, "GwG"). The GwG requires financial institutions to conduct customer due diligence (Sorgfaltspflichten) on their account holders, including the identification and verification of beneficial owners, ongoing monitoring of business relationships, and the filing of suspicious activity reports with the Financial intelligence Unit (Zentralstelle für Finanztransaktionsuntersuchungen, "FIU").

We note that Bähr Stein has been asked to confirm whether any German regulatory filing or notification requirement applies in connection with the appointment of the sub-custodian for the Halcyon ADR program. This confirmation is pending as of the date of this memorandum and is listed as an open item in Section IX below.

IV. Ashgrove Enterprises Banking AG Settlement Infrastructure

A. Overview of Ashgrove Enterprises

Ashgrove Enterprises Banking AG is the German central securities depository (CSD) and international central securities depository (ICSD) based in Frankfurt am Main, Germany. Ashgrove Enterprises was established in its current form in 2000 following the merger of Deutsche Börse Clearing AG and Cedel International, and it is a wholly owned subsidiary of Deutsche Börse AG. Ashgrove Enterprises is regulated by BaFin (the Federal Financial Supervisory Authority) and the Deutsche Bundesbank (Germany's central bank).

All securities listed on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), including Halcyon's ordinary shares (FRA: HCY), are held and settled through the Ashgrove Enterprises system. Ashgrove Enterprises operates a fully dematerialized book-entry system for German securities. In the case of Halcyon, physical share certificates are not issued; instead, the shares exist in the form of a global certificate (Globalurkunde) deposited with Ashgrove Enterprises, and individual ownership interests are represented as book-entry positions in the accounts of Ashgrove Enterprises participants. This arrangement is referred to as collective safe custody (Girosammelverwahrung) under the Depotgesetz.

In addition to its domestic CSD functions, Ashgrove Enterprises also serves as an international central securities depository, providing settlement and custody services for a wide range of international securities. Ashgrove Enterprises maintains links to other settlement systems worldwide, including the Depository Trust Company (DTC) in the United States. The Ashgrove Enterprises-DTC bridge is of particular importance for the Halcyon ADR program, as it enables the cross-border settlement mechanics that link the ordinary shares held in Germany to the ADSs held in the US book-entry system.

B. Account Structure for ADR Purposes

For purposes of the Halcyon ADR program, the German sub-custodian will maintain a securities account (Depotkonto) at Ashgrove Enterprises Banking AG in its own name, holding the deposited ordinary shares on behalf of Meridian Trust in its capacity as Depositary. This is the standard account structure for ADR custodian arrangements in Germany.

The deposited ordinary shares held in the sub-custodian's Ashgrove Enterprises account constitute "deposited property" under the Deposit Agreement. As such, these shares are subject to the terms and conditions of the Deposit Agreement, including the provisions relating to safekeeping, corporate actions, and liability.

The sub-custodian's Ashgrove Enterprises account must be clearly designated and segregated from the sub-custodian's proprietary holdings, in compliance with the requirements of the Depotgesetz. In practice, the segregation is typically achieved through the following mechanism: the sub-custodian holds a general Ashgrove Enterprises participant account (which may hold securities for multiple clients), and the deposited Halcyon ordinary shares are internally earmarked and segregated within that account for the benefit of Meridian Trust. Ashgrove Enterprises's account structure permits participants to maintain internal sub-accounts or designations to facilitate this segregation.

It is important to note that, under the collective safe custody (Girosammelverwahrung) system, the sub-custodian does not hold individually identifiable shares on behalf of Meridian Trust. Rather, the sub-custodian holds a co-ownership interest (Miteigentumsanteil) in the global certificate (Globalurkunde) deposited with Ashgrove Enterprises, corresponding to the number of deposited shares. This co-ownership interest is legally distinct from the sub-custodian's own proprietary holdings and should be protected from the sub-custodian's general creditors in the event of the sub-custodian's insolvency (as discussed further in Section IX.A below).

C. Ashgrove Enterprises — DTC Bridge

Ashgrove Enterprises Banking AG and the Depository Trust Company (DTC), the US central securities depository, maintain an electronic bridge for cross-border settlement of securities transactions. This bridge enables the movement of securities interests between the Ashgrove Enterprises system (which holds the underlying Halcyon ordinary shares) and the DTC system (which holds the ADSs).

For purposes of the Halcyon ADR program, the settlement flow for the issuance of ADSs against the deposit of ordinary shares operates as follows:

1. Ordinary shares are delivered to the sub-custodian's Ashgrove Enterprises account by the depositing party (whether Halcyon, in the case of newly issued shares, or a selling shareholder, in the case of existing shares).

2. The sub-custodian confirms receipt of the ordinary shares to Meridian Trust, providing details of the deposit including the number of shares received, the identity of the depositing party, and any applicable reference numbers.

3. Upon confirmation of deposit, Meridian Trust issues the corresponding number of ADSs on its books (at the ratio of 1 ADS per 2 ordinary shares) and instructs Crestfield Transfer Services Inc., as transfer agent, to record the issuance.

4. The newly issued ADSs are credited to DTC's account and distributed through the DTC system to DTC participants and, ultimately, to the beneficial holders of the ADSs in the United States.

The reverse process applies for the cancellation or withdrawal of ADSs:

1. An ADS holder wishing to withdraw the underlying ordinary shares surrenders its ADSs to Meridian Trust (through its broker or DTC participant).

2. Meridian Trust cancels the surrendered ADSs and instructs the sub-custodian to release the corresponding number of ordinary shares from the Ashgrove Enterprises account.

3. The sub-custodian transfers the ordinary shares within the Ashgrove Enterprises system to the designated Ashgrove Enterprises account of the withdrawing holder (or the holder's custodian bank).

4. Upon completion of the transfer, the sub-custodian confirms the release to Meridian Trust.

This bidirectional flow is essential to the fungibility of the ADSs and the ordinary shares, and it enables holders to move freely between the ADS market (Nasdaq) and the ordinary share market (Frankfurt Stock Exchange) as economic and trading conditions warrant.

D. Settlement Cycle Considerations

The settlement cycle for transactions on the Frankfurt Stock Exchange is T+2 (trade date plus two business days), which is consistent with the settlement cycle applicable to ADS transactions on the Nasdaq Global Select Market under current SEC rules. The alignment of these settlement cycles is advantageous for the ADR program, as it reduces the potential for settlement timing mismatches between the ordinary share market and the ADS market.

Notwithstanding this alignment, operational coordination is required to manage the time zone differential between Frankfurt and New York. Frankfurt is six hours ahead of New York (CET vs. EST), which creates a daily operational window during which events occurring in the Frankfurt market may need to be processed and communicated to the US market before the close of the New York business day. For routine deposits and withdrawals, this time zone differential is manageable through established cut-off times and communication protocols between the sub-custodian and Meridian Trust.

For the IPO closing, the settlement timing coordination is particularly critical. The target pricing date is July 1, 2026, with settlement and closing on T+2, i.e., July 6, 2026 (assuming no intervening holidays). The following steps must be completed on or before the closing date:

• New Shares: The 30,000,000 new ordinary shares to be issued by Halcyon must be registered with Ashgrove Enterprises Banking AG and delivered to the sub-custodian's Ashgrove Enterprises account prior to ADS issuance. This requires that the capital increase be registered with the Commercial Register (Handelsregister) and that the new shares be credited to the Ashgrove Enterprises system in a timely manner.

• Selling Shareholder Shares: The 12,800,000 ordinary shares to be sold by the selling shareholders (8,500,000 from Rheintal and 4,300,000 from Kestrel) must be transferred from their respective Ashgrove Enterprises accounts (or their custodian banks' Ashgrove Enterprises accounts) to the sub-custodian's Ashgrove Enterprises account prior to ADS issuance.

• ADS Issuance: Upon confirmation that all 42,800,000 ordinary shares (30,000,000 new + 12,800,000 secondary) have been deposited in the sub-custodian's Ashgrove Enterprises account, Meridian Trust will issue 21,400,000 ADSs (42,800,000 shares ÷ 2 shares per ADS). This represents the base deal.

• ADS Delivery: The 21,400,000 ADSs will be delivered through DTC to the underwriters (Westbridge Securities LLC, as representative, together with Pinnacle Morgan & Co., Inc., Andover Barcliffe Group Inc., and Northpointe Capital LLC) against payment of the aggregate offering price.

The precise timing sequence for the closing — including the order in which the German and US settlement steps are completed — will be set forth in the closing memorandum, which is a separate deliverable being prepared by Calderwood & Harkness.

V. Mechanics for Deposit of Ordinary Shares in Connection with the Offering

A. Primary Shares (New Issuance by Halcyon)

Halcyon will issue 30,000,000 new ordinary shares (Stammaktien) in connection with the offering. The issuance will be effected pursuant to Halcyon's authorized capital (genehmigtes Kapital) under the company's articles of association (Satzung), with the approval of the Supervisory Board (Aufsichtsrat) and the exclusion of pre-emptive rights (Bezugsrechtsausschluss) for existing shareholders. The exclusion of pre-emptive rights is necessary to permit the direct issuance of new shares into the ADR program without first offering subscription rights to existing shareholders.

Upon issuance, the new ordinary shares will be registered with Halcyon's share register (Aktienregister) and delivered into the Ashgrove Enterprises Banking AG system as book-entry interests in the global certificate (Globalurkunde). The new shares will be fungible with the existing Halcyon ordinary shares once they are admitted to trading on the Frankfurt Stock Exchange.

The process for the deposit of the newly issued primary shares is as follows:

1. Board Resolution and Regulatory Filing: The Vorstand (Management Board) of Halcyon resolves to issue the 30,000,000 new ordinary shares, with the consent of the Aufsichtsrat (Supervisory Board). The resolution is filed with the Commercial Register (Handelsregister) at the Amtsgericht München. The capital increase becomes legally effective upon registration with the Handelsregister. This step must be coordinated with Bähr Stein to ensure that the filing is submitted and processed in sufficient time to permit the shares to be available for deposit on the closing date.

2. Credit to Ashgrove Enterprises Account: Following registration of the capital increase, the new shares are credited to a designated Ashgrove Enterprises account. This may be the sub-custodian's Ashgrove Enterprises account directly or, alternatively, an interim account from which the shares are transferred to the sub-custodian's account. The precise mechanics will depend on the procedures agreed upon between Halcyon, Ashgrove Enterprises, and the sub-custodian.

3. Confirmation of Receipt: The sub-custodian confirms receipt of the 30,000,000 new ordinary shares to Meridian Trust, providing the relevant Ashgrove Enterprises transaction reference numbers and other settlement details.

4. ADS Issuance: Upon confirmation of receipt, Meridian Trust issues 15,000,000 ADSs (30,000,000 ordinary shares ÷ 2 shares per ADS) against the deposited shares. Crestfield Transfer Services Inc. records the issuance on the ADS register.

5. ADS Delivery Against Payment: The 15,000,000 ADSs representing the primary shares are delivered through DTC to the accounts of the underwriters (Westbridge Securities LLC, as representative of the underwriter syndicate, together with Pinnacle Morgan & Co., Inc., Andover Barcliffe Group Inc., and Northpointe Capital LLC) against payment of the aggregate offering price for the primary shares.

All of the foregoing steps must be completed on or before the closing date, which is targeted for July 6, 2026. As noted above, the commercial register filing for the capital increase must be effective prior to the deposit of the new shares in the sub-custodian's Ashgrove Enterprises account. Bähr Stein has advised that the Handelsregister filing process at the Amtsgericht München typically requires several business days, and accordingly the filing should be submitted well in advance of the closing date. The precise timing will be coordinated between Bähr Stein and the Calderwood & Harkness team in the pre-closing phase of the transaction.

B. Secondary Shares (Selling Shareholders)

In addition to the primary issuance, two selling shareholders will participate in the offering by selling existing Halcyon ordinary shares that will be converted into ADSs.

Rheintal Industrieholding GmbH ("Rheintal") will sell 8,500,000 ordinary shares in the offering, equivalent to 4,250,000 ADSs (at the ratio of 1 ADS = 2 ordinary shares). Rheintal currently holds 47,945,000 Halcyon ordinary shares, representing approximately 22.3% of the pre-IPO share capital of 215,000,000 shares. Following the completion of the sale and the issuance of 30,000,000 new shares in the primary offering, Rheintal will retain 39,445,000 ordinary shares, representing approximately 16.1% of the post-IPO share capital of 245,000,000 shares. Rheintal's existing Halcyon shares are currently held in the Ashgrove Enterprises system through Rheintal's custodian bank in Düsseldorf.

Kestrel Capital Partners AG ("Kestrel") will sell 4,300,000 ordinary shares in the offering, equivalent to 2,150,000 ADSs. Kestrel currently holds 20,855,000 Halcyon ordinary shares, representing approximately 9.7% of the pre-IPO share capital. Following the completion of the sale and the primary issuance, Kestrel will retain 16,555,000 ordinary shares, representing approximately 6.8% of the post-IPO share capital of 245,000,000 shares. Kestrel's existing Halcyon shares are currently held in the Ashgrove Enterprises system through Kestrel's custodian bank, which is based in Glenrock Assurance. As a Swiss-based institution, Kestrel's custodian bank likely accesses the Ashgrove Enterprises system through a cross-border Ashgrove Enterprises link, which may introduce an additional settlement step that should be factored into the closing timeline.

The total number of secondary shares to be sold by the selling shareholders is 12,800,000 ordinary shares (8,500,000 from Rheintal + 4,300,000 from Kestrel), equivalent to 6,400,000 ADSs (4,250,000 + 2,150,000).

The process for the deposit of the secondary shares is as follows:

1. Custody Agreement / Power of Attorney: Each selling shareholder executes a Custody Agreement and Power of Attorney granting authority to deliver its shares to the sub-custodian's Ashgrove Enterprises account in connection with the offering. The form of Custody Agreement / Power of Attorney is being drafted separately and will include specific Ashgrove Enterprises delivery instructions. Margarethe Wendt will sign on behalf of Rheintal, and Henrik Sørensen will sign on behalf of Kestrel.

2. Transfer to Sub-Custodian: On or prior to the closing date, each selling shareholder instructs its respective Ashgrove Enterprises participant (i.e., its custodian bank) to transfer the designated number of ordinary shares to the sub-custodian's Ashgrove Enterprises account. For Rheintal, this involves a domestic Ashgrove Enterprises transfer from Rheintal's Düsseldorf custodian. For Kestrel, this involves a cross-border transfer from Kestrel's Glenrock Assurance-based custodian through the Ashgrove Enterprises link.

3. Confirmation of Receipt: The sub-custodian confirms receipt of the selling shareholders' shares to Meridian Trust, providing the relevant transaction details for each selling shareholder's delivery.

4. ADS Issuance: Upon confirmation of receipt of all selling shareholder shares, Meridian Trust issues the corresponding ADSs: 4,250,000 ADSs for the Rheintal shares and 2,150,000 ADSs for the Kestrel shares, for a total of 6,400,000 ADSs.

5. ADS Delivery Against Payment; Proceeds Remittance: The 6,400,000 ADSs representing the secondary shares are delivered through DTC to the underwriters against payment. Net proceeds attributable to the selling shareholders are remitted to the selling shareholders after deduction of the underwriters' gross spread of 3.50% and any other applicable fees. Based on the midpoint of the anticipated price range and the 3.50% gross spread, the approximate net proceeds to the selling shareholders are estimated at approximately $260,550,000 in the aggregate (subject to final pricing). The precise funds flow and wire instructions will be set forth in the closing memorandum.

Coordination with the form of Custody Agreement / Power of Attorney for each selling shareholder is an important pre-closing workstream. The Custody Agreement / Power of Attorney must include specific Ashgrove Enterprises delivery instructions, identify the sub-custodian's Ashgrove Enterprises account number (which will be available only after the sub-custodian is appointed), and address the mechanics for the release of unsold shares in the event of a partial exercise of the overallotment option. Calderwood & Harkness is preparing the Custody Agreement / Power of Attorney documentation in consultation with Bähr Stein.

C. Overallotment (Greenshoe) Shares

The underwriting agreement will grant the underwriters an option to purchase up to 3,210,000 additional ADSs, representing 15% of the base deal of 21,400,000 ADSs. This overallotment option (commonly referred to as the "greenshoe") is exercisable for a period of thirty (30) days following the pricing date, i.e., through July 31, 2026.

If the overallotment option is exercised in full, an additional 6,420,000 ordinary shares (3,210,000 ADSs × 2 shares per ADS) must be deposited with the sub-custodian for conversion into ADSs. The source of the greenshoe shares — whether from a primary issuance by Halcyon, a secondary sale by the selling shareholders, or a combination thereof — is to be confirmed in the underwriting agreement. This determination affects the custodian chain mechanics, as primary shares require a capital increase and Handelsregister filing (or the availability of existing authorized capital), while secondary shares require delivery from the selling shareholders' Ashgrove Enterprises accounts.

The sub-custodian must be operationally prepared to process additional deposits during the greenshoe exercise window, which extends beyond the initial closing date. Meridian Trust should confirm with the sub-custodian that its systems and staffing are adequate to handle greenshoe deposits on potentially short notice during this period.

If the overallotment option is exercised in full at the midpoint of the anticipated price range ($42.06 per ADS), the maximum total offering size would be approximately $1,034,812,600 (24,610,000 ADSs × $42.06 per ADS). This represents a significant increase from the base deal size of approximately $900,000,000, and the custodian chain must be capable of accommodating the additional share deposits on a timely basis.

VI. Ongoing Custodian Obligations Post-IPO

A. Safekeeping and Record Maintenance

Following the completion of the offering, the sub-custodian's primary ongoing obligation is to maintain the deposited Halcyon ordinary shares in a segregated account at Ashgrove Enterprises Banking AG on behalf of Meridian Trust. The sub-custodian must ensure that the deposited shares remain properly segregated from the sub-custodian's proprietary holdings and from the holdings of other clients, in compliance with the Depotgesetz and the terms of the sub-custodian agreement.

The sub-custodian is also responsible for maintaining accurate records of all deposited shares, including the number of shares held, the dates and circumstances of any changes in the deposited balance (resulting from additional deposits, withdrawals, corporate actions, or other events), and the corresponding Ashgrove Enterprises transaction references. These records must be reconciled periodically with Meridian Trust's ADS register (maintained through Crestfield Transfer Services Inc.) and with Halcyon's Aktienregister (share register) to ensure consistency across all components of the custodian chain.

At the initial closing (assuming no exercise of the overallotment option), the deposited ordinary shares will total 42,800,000, corresponding to 21,400,000 ADSs outstanding. The deposited balance will fluctuate over time as ADSs are issued against additional deposits or cancelled against withdrawals, and as corporate actions such as stock dividends or stock splits affect the number of shares outstanding.

B. Corporate Actions Processing

The sub-custodian plays a critical role in the processing of corporate actions affecting the deposited Halcyon ordinary shares. The principal categories of corporate actions are as follows:

Dividends. Upon the declaration of a cash dividend by Halcyon, the sub-custodian receives the dividend payment in EUR from Halcyon's paying agent. The payment is made net of German withholding tax (Kapitalertragsteuer) at the applicable rate. The statutory German withholding tax rate on dividends is 26.375%, which consists of a 25% base rate (Kapitalertragsteuer) plus a 5.5% solidarity surcharge (Solidaritätszuschlag) imposed on the base rate. For qualified US holders, the rate is reduced to 15% under Article 10 of the US-Germany income tax treaty. The mechanics of withholding tax treaty benefits and reclaim procedures are discussed in Section VII.C below.

Upon receipt of the net dividend amount, the sub-custodian remits the payment to Meridian Trust. Meridian Trust then converts the EUR payment to USD (bearing in mind that ADS holders bear the foreign exchange conversion risk) and distributes the dividend to ADS holders in accordance with the Deposit Agreement.

Subscription Rights / Pre-emptive Rights. If Halcyon issues new ordinary shares with pre-emptive rights (Bezugsrechte) for existing shareholders, the sub-custodian receives the rights allocations attributable to the deposited shares and forwards them to Meridian Trust. Meridian Trust then makes the rights available to ADS holders through the ADS holder instruction process, which typically involves either the exercise of rights by ADS holders (with payment of the subscription price) or the sale of rights in the market on behalf of ADS holders, in each case in accordance with the procedures set forth in the Deposit Agreement.

Voting. The sub-custodian holds the deposited ordinary shares as nominee and is the registered holder of those shares in Halcyon's Aktienregister. Voting rights attached to the deposited shares are exercised in accordance with instructions received from Meridian Trust, which in turn solicits and aggregates voting instructions from ADS holders through the proxy distribution process. The sub-custodian must cooperate with Meridian Trust in the timely receipt and execution of voting instructions, including attendance at or submission of proxies for Halcyon's annual general meeting (Hauptversammlung) and any extraordinary general meetings.

Share Splits / Reverse Splits / Stock Dividends. In the event of a change to Halcyon's share capital structure — such as a stock split, reverse stock split, or stock dividend — the sub-custodian processes the resulting changes in the number of deposited shares and reconciles with Meridian Trust to ensure that the ADS ratio is adjusted as necessary and that the ADS register accurately reflects the post-adjustment share count.

C. Deposits and Withdrawals After IPO

Following the IPO, the ADR program will remain open for ongoing deposits and withdrawals, enabling the conversion of ordinary shares into ADSs and vice versa on a continuous basis.

Ongoing Deposits. Any holder of Halcyon ordinary shares wishing to convert those shares into ADSs may deliver the shares to the sub-custodian's Ashgrove Enterprises account. Upon confirmation of deposit, Meridian Trust issues the corresponding number of ADSs to the depositing holder. This mechanism allows investors who acquire ordinary shares on the Frankfurt Stock Exchange to convert them into ADSs for trading on Nasdaq, and it supports the arbitrage activity that helps maintain price alignment between the two markets.

Ongoing Withdrawals. Conversely, an ADS holder wishing to withdraw the underlying ordinary shares surrenders its ADSs to Meridian Trust. Meridian Trust instructs the sub-custodian to release the corresponding number of ordinary shares from the Ashgrove Enterprises account and transfer them to the holder's designated Ashgrove Enterprises account (or the account of the holder's custodian bank). This mechanism allows ADS holders to convert their ADSs back into ordinary shares for trading on the Frankfurt Stock Exchange or for other purposes.

Fees. Issuance and cancellation fees are charged in accordance with the Depositary Fee Schedule, which will be annexed to the Deposit Agreement. In addition, the annual depositary service fee of $0.05 per ADS per annum is charged to ADS holders to cover the ongoing costs of the depositary program, including sub-custodian fees, regulatory compliance costs, and administrative expenses.

VII. German Law Considerations

A. Depotgesetz (Securities Custody Act) Compliance

The sub-custodian's holding of Halcyon ordinary shares in the Ashgrove Enterprises system constitutes collective safe custody (Girosammelverwahrung) under the German Securities Custody Act (Depotgesetz). Under the Girosammelverwahrung system, securities are held not as individually identified instruments but as co-ownership interests (Miteigentumsanteile) in a pool of fungible securities of the same class, represented by a global certificate (Globalurkunde) deposited with the central securities depository (in this case, Ashgrove Enterprises Banking AG).

ADS holders have a beneficial interest in the deposited Halcyon ordinary shares, but they are not registered holders in Halcyon's share register (Aktienregister). The sub-custodian, or its nominee, is the registered holder of the deposited shares. Accordingly, ADS holders do not have direct legal standing to exercise shareholder rights vis-à-vis Halcyon under German law. Instead, ADS holders exercise their rights (including voting rights, dividend rights, and pre-emptive rights) exclusively through the depositary chain: from the ADS holder to Meridian Trust, from Meridian Trust to the sub-custodian, and from the sub-custodian to Halcyon.

The relevant provisions of the Depotgesetz are as follows:

• Section 5 (Sonderverwahrung — Individual Safe Custody): Under this section, a custodian may hold securities in individual safe custody, maintaining each customer's securities separately from those of other customers and from the custodian's own holdings. This form of custody is not used for ADR deposits of shares held in the Ashgrove Enterprises system.

• Section 5a (Sammelverwahrung — Collective Safe Custody): Under this section, securities are held in collective safe custody, with each depositor holding a co-ownership interest (Miteigentumsanteil) in the collective pool of securities of the same class. This is the form of custody applicable to the Halcyon ADR deposits. The sub-custodian's account at Ashgrove Enterprises reflects its co-ownership interest in the collective pool of Halcyon ordinary shares, and this interest is held on behalf of Meridian Trust.

The distinction is significant because, under the collective safe custody regime, the co-ownership interest held by the sub-custodian on behalf of Meridian Trust is legally separate from the sub-custodian's own proprietary holdings. This separation provides an important layer of protection for the Depositary (and, by extension, ADS holders) in the event of the sub-custodian's insolvency, as discussed further in Section IX.A below.

B. Share Register (Aktienregister) Considerations

Halcyon maintains a registered share register (Aktienregister) in accordance with Section 67 of the German Stock Corporation Act (Aktiengesetz, "AktG"). Under German law, a holder of registered shares (Namensaktien) may exercise shareholder rights vis-à-vis the issuing company only if the holder is entered in the share register. This requirement applies to all shareholder rights, including the right to vote at general meetings, the right to receive dividends, and the right to subscribe for new shares in the exercise of pre-emptive rights.

For purposes of the Halcyon ADR program, the sub-custodian (or its nominee) will be entered in the Aktienregister as the registered holder of the deposited ordinary shares. This registration is a prerequisite for the exercise of any shareholder rights in respect of the deposited shares. Without proper registration, the sub-custodian would not be recognized by Halcyon as a shareholder and would not be entitled to receive dividends, vote at general meetings, or exercise any other shareholder rights on behalf of the Depositary and, indirectly, ADS holders.

Coordination is required among Halcyon, Bähr Stein, and the sub-custodian to ensure that the Aktienregister entries are properly made upon the initial deposit of shares in connection with the offering and are updated as necessary upon subsequent deposits and withdrawals. Specifically:

• Upon the initial deposit of the 42,800,000 ordinary shares (30,000,000 new shares + 12,800,000 secondary shares) at the IPO closing, the sub-custodian (or its nominee) must be registered in the Aktienregister as the holder of these shares.

• Upon any subsequent deposit of additional ordinary shares (whether in connection with the greenshoe exercise or ongoing post-IPO deposits), the Aktienregister must be updated to reflect the increased number of shares held by the sub-custodian.

• Upon any withdrawal of ordinary shares (i.e., cancellation of ADSs and release of underlying shares), the Aktienregister must be updated to reflect the decreased number of shares held by the sub-custodian, and the withdrawing holder must be registered as the new holder.

Wilhelm Ostermann, Halcyon's General Counsel, has been identified as the principal internal contact for facilitating share register entries. Bähr Stein (Dr. Maurelban / Johanna Weiß) will coordinate with Mr. Ostermann and the sub-custodian to establish procedures for the timely and accurate updating of the Aktienregister in connection with the ADR program.

C. German Withholding Tax Considerations on Dividends

German withholding tax (Kapitalertragsteuer) is imposed on dividends paid by German corporations to their shareholders. The statutory withholding rate is 26.375%, consisting of a 25% base rate (Kapitalertragsteuer) plus a 5.5% solidarity surcharge (Solidaritätszuschlag) applied to the base rate. This withholding is deducted at source by Halcyon's paying agent at the time the dividend is distributed.

For qualified US holders — including US-resident individuals and entities that are eligible for benefits under the Convention between the United States of America and the Federal Republic of Germany for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital and to Certain Other Taxes (the "US-Germany Income Tax Treaty") — the withholding rate is reduced to 15% under Article 10 of the treaty.

The mechanics of the dividend withholding and distribution process in the context of the ADR custodian chain are as follows:

1. Halcyon declares a dividend and instructs its paying agent to distribute the dividend to registered shareholders.

2. The paying agent deducts German withholding tax at the applicable rate (26.375% for non-treaty holders, or the reduced 15% rate for qualified US holders, if the appropriate documentation has been provided) and remits the net dividend amount to the sub-custodian in EUR.

3. The sub-custodian forwards the net dividend amount to Meridian Trust.

4. Meridian Trust converts the EUR dividend into USD and distributes the net dividend to ADS holders in accordance with the Deposit Agreement, after deducting any applicable depositary fees.

The claim for treaty benefits and the procedures for reclaiming excess withholding tax are coordinated through Meridian Trust's status as a Qualified Intermediary ("QI") under the US-Germany income tax treaty and applicable IRS regulations. The QI analysis involves complex tax and operational considerations that are addressed in a separate memorandum prepared by Leonard Cross of Calderwood & Harkness's tax group (the "QI Analysis Memorandum"). We do not duplicate that analysis here but note that the custodian chain must be structured to facilitate the treaty benefit claim and reclaim procedures.

A particular point of coordination relates to the potential for double withholding — i.e., withholding at both the Halcyon paying agent level and the sub-custodian level. Under German law, the sub-custodian may have independent withholding obligations in certain circumstances when it distributes dividends to its foreign account holder (Meridian Trust). Bähr Stein has been asked to confirm the scope of any such sub-custodian withholding obligations and to advise on the procedures necessary to avoid double withholding. This coordination is critical to ensuring that ADS holders receive the correct net dividend amount without unnecessary tax leakage.

D. Anti-Money Laundering and Sanctions

The German sub-custodian is subject to comprehensive anti-money laundering obligations under the German Anti-Money Laundering Act (Geldwäschegesetz, "GwG"). In particular, the GwG requires the sub-custodian to conduct customer due diligence (Sorgfaltspflichten) on Meridian Trust as its account holder, including the identification and verification of Meridian Trust's identity and beneficial ownership structure, the purpose and intended nature of the business relationship, and ongoing monitoring of the account activity for suspicious transactions.

In addition, the sub-custodian is subject to EU sanctions regulations, including Council Regulation (EC) No. 881/2002 (as amended), Council Regulation (EU) No. 269/2014, and other applicable EU restrictive measures. The sub-custodian must screen all deposits and withdrawals against the EU consolidated sanctions list and must block or freeze any transactions involving designated persons, entities, or jurisdictions.

Calderwood & Harkness's separate sanctions, anti-corruption, and export controls due diligence memorandum (the "DD Memo — Sanctions, Anti-Corruption, and Export Controls") addresses Halcyon-level compliance with applicable sanctions and anti-corruption regimes. It should be noted that the sub-custodian has independent compliance obligations that are separate from Halcyon's own obligations. The sub-custodian's compliance program is subject to BaFin supervision and is outside the scope of Halcyon's control, although Halcyon should satisfy itself that the sub-custodian selected by Meridian Trust maintains a robust compliance framework commensurate with the demands of the ADR program.

VIII. Coordination with Offering Timeline

A. Key Milestones and Custodian Readiness

The following table summarizes the key milestones in the offering timeline and the corresponding custodian-related actions that must be completed at or before each milestone:

The foregoing timeline is subject to change based on the progress of the SEC review process, market conditions, and other factors. Any changes to the target dates will require corresponding adjustments to the custodian-related action items.

B. Pre-Closing Coordination Steps

The following pre-closing coordination steps have been identified in connection with the custodian arrangements:

1. Sub-Custodian Agreement Review: Meridian Trust to provide the draft sub-custodian agreement to Calderwood & Harkness for review. Target completion of C&H's review: by the end of March 2026. The review will focus on the consistency of the sub-custodian agreement with the Deposit Agreement, compliance with the Depotgesetz, and the adequacy of the safekeeping, liability, indemnification, and termination provisions.

2. Test Deposit Procedures: Meridian Trust and the sub-custodian to conduct one or more test transactions in the Ashgrove Enterp

MEMORANDUM
PRIVILEGED & CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT
This memorandum is a privileged and confidential attorney-client communication and attorney work product. It is intended solely for the use of the addressees identified below and should not be disclosed to any third party without the prior written consent of Calderwood & Harkness LLP.
TO: Vivienne St. Claire, Partner, Calderwood & Harkness LLP Robert Adeyemi, Partner, Calderwood & Harkness LLP
FROM: Audrey Zhou, Senior Associate, Calderwood & Harkness LLP Claire Dempsey, Associate, Calderwood & Harkness LLP
DATE: February 18, 2026
RE: Halcyon Semiconductor AG — US ADR IPO: Custodian Arrangements for Ordinary Shares in Germany under the Deposit Agreement
MATTER NO.: 1032-00003
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I. Executive Summary and Purpose
The purpose of this memorandum is to analyze the sub-custodian appointment mechanics and related custodian chain arrangements under the proposed Deposit Agreement (the "Deposit Agreement") to be entered into among Halcyon Semiconductor Aktiengesellschaft ("Halcyon" or "HSAG"), Meridian Trust Company, National Association ("Meridian Trust" or the "Depositary"), and holders and beneficial owners of American Depositary Shares ("ADSs"). This memorandum is prepared in connection with Halcyon's planned initial public offering in the United States through a Level III American Depositary Receipt ("ADR") program.
Halcyon is a German Aktiengesellschaft engaged in the design and manufacture of advanced semiconductor components. The company is pursuing a Level III ADR program targeting approximately $900,000,000 in gross proceeds through the issuance of ADSs to be listed on the Nasdaq Global Select Market under the ticker symbol "HCYN." The offering will consist of both a primary issuance of new ordinary shares by Halcyon and a secondary sale of existing ordinary shares by two selling shareholders, Rheintal Industrieholding GmbH and Kestrel Capital Partners AG. The Deposit Agreement will be governed by Delaware law. The ordinary shares of Halcyon (Stammaktien) underlying the ADSs will be held through a German custodian to be appointed by Meridian Trust as part of the custodian chain that links the Halcyon share capital in Germany to the ADS holders in the United States.
The ADS ratio has been established at one (1) ADS representing two (2) ordinary shares of Halcyon, with each ordinary share being a no-par-value share (Stückaktie).
This memorandum addresses the following principal topics:
(a) the selection and appointment of the German sub-custodian by Meridian Trust;
(b) the Ashgrove Enterprises Banking AG settlement infrastructure through which Halcyon ordinary shares are held and settled in Germany;
(c) the mechanics for the deposit of ordinary shares — both primary and secondary — in connection with the offering, and for the withdrawal of ordinary shares following the offering;
(d) legal and regulatory considerations under German law applicable to the custodian arrangements, including the Depotgesetz (Securities Custody Act), the Aktiengesetz (Stock Corporation Act), withholding tax matters, and anti-money laundering requirements; and
(e) coordination of the custodian arrangements with the overall offering timeline, including key milestones and pre-closing steps.
This memorandum should be read in conjunction with the Draft Deposit Agreement, which is currently being circulated among the parties in substantially final form, and the Draft Letter Agreement between Halcyon and Meridian Trust concerning Pre-Effective Arrangements, a copy of which was circulated on February 10, 2026.
German law matters addressed herein have been coordinated with Bähr Stein Rechtsanwälte Partnerschaftsgesellschaft mbB ("Bähr Stein"), German counsel to Halcyon. Our principal contacts at Bähr Stein are Dr. Christoph Maurelban, Partner, and Johanna Weiß, Senior Associate, both based in Bähr Stein's Munich office. Where this memorandum sets forth conclusions or observations regarding German law, those positions reflect our understanding based on guidance received from Bähr Stein; they should not be treated as independent opinions of Calderwood & Harkness on German law matters.
II. Background: The ADR Custodian Chain
A. Overview of the Depositary Receipt Structure
The proposed Level III ADR program will be structured in accordance with the customary depositary receipt architecture used for cross-border equity offerings by non-US issuers into the United States. Under this structure, Meridian Trust Company, N.A., a national banking association organized under the laws of the United States, will serve as the Depositary. In its capacity as Depositary, Meridian Trust will issue ADSs evidenced by American Depositary Receipts against the deposit of Halcyon ordinary shares (Stammaktien).
Meridian Trust is headquartered at 101 Barclay Street, New York, New York 10286. The principal contact at Meridian Trust for purposes of the Halcyon ADR program is Patricia Novak, Vice President, Depositary Receipts. Ms. Novak has been coordinating with the Calderwood & Harkness transaction team regarding the Deposit Agreement, custodian arrangements, and related operational matters since the engagement was formalized in January 2026.
Critically, Meridian Trust does not itself hold the underlying Halcyon ordinary shares in Germany. As a US national banking association, Meridian Trust does not maintain direct participant accounts at Ashgrove Enterprises Banking AG, the German central securities depository through which Halcyon shares are held and settled. Accordingly, a German sub-custodian is required to hold the deposited ordinary shares on behalf of, and at the direction of, the Depositary. The sub-custodian acts as the safekeeping agent for the Halcyon ordinary shares in Germany and interfaces directly with Ashgrove Enterprises Banking AG for purposes of book-entry settlement, corporate actions processing, and other custodial functions.
The sub-custodian relationship is a fundamental link in the custodian chain that connects the Halcyon share capital in Germany to the ADS holders in the United States. The integrity and reliability of this link is essential to the proper functioning of the ADR program, including the timely issuance and cancellation of ADSs, the processing of dividends and other distributions, and the facilitation of shareholder voting and other corporate actions.
It should be noted that Crestfield Transfer Services Inc. serves a separate and distinct function in the ADR program. Crestfield (located at 6201 15th Avenue, Brooklyn, New York 11219; key contact: Angela Moretti, Director, Corporate Actions) acts as the transfer agent and registrar for the ADSs in the United States. Crestfield's role relates to the maintenance of the ADS register, the processing of ADS transfers among holders, and related administrative functions on the US side of the custodian chain. Crestfield does not have any role in the safekeeping or settlement of the underlying Halcyon ordinary shares in Germany.
B. Halcyon Share Capital
Halcyon Semiconductor AG is a German Aktiengesellschaft registered with the Amtsgericht (local court) of Munich under commercial register number HRB 217458. The company's registered office and principal executive offices are located at Maximilianstraße 72, 80539 Munich, Germany. Halcyon's Legal Entity Identifier (LEI) is 5299007KBTVZ3XQHGL48.
Halcyon's ordinary shares are currently admitted to trading on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) under the trading symbol "HCY" in the Prime Standard segment. The Prime Standard segment of the Frankfurt Stock Exchange imposes heightened transparency and disclosure requirements on listed issuers, including quarterly financial reporting, adherence to international accounting standards (IFRS), and maintenance of an English-language corporate website. Halcyon's existing Frankfurt Stock Exchange listing will be maintained following the US ADR IPO.
As of the date of this memorandum, and prior to the planned offering, Halcyon has 215,000,000 ordinary shares (Stammaktien) outstanding. The ordinary shares are no-par-value shares (Stückaktien), each representing an equal notional portion of the registered share capital. Following the issuance of 30,000,000 new ordinary shares in connection with the planned IPO, Halcyon will have 245,000,000 ordinary shares outstanding (consisting of 215,000,000 existing shares and 30,000,000 newly issued shares).
All Halcyon ordinary shares are currently held and settled through the Ashgrove Enterprises Banking AG system, which serves as the German central securities depository (CSD). Physical share certificates are not issued for Halcyon ordinary shares. Instead, the shares exist solely in book-entry form within the Ashgrove Enterprises system, held in collective safe custody (Girosammelverwahrung) in accordance with the Depotgesetz. This book-entry structure is standard for all securities listed on the Frankfurt Stock Exchange and is a prerequisite for the settlement mechanics described in Section IV below.
C. Parties Involved in the Custodian Chain
The principal parties involved in the custodian chain for the Halcyon ADR program are as follows:
Depositary: Meridian Trust Company, N.A. Meridian Trust is a US national banking association that will serve as the Depositary under the Deposit Agreement. Meridian Trust is responsible for issuing ADSs against the deposit of ordinary shares, maintaining the ADS register (through Crestfield Transfer Services Inc. as its transfer agent), processing corporate actions on behalf of ADS holders, and supervising the German sub-custodian.
German Sub-Custodian: To Be Appointed. The German sub-custodian will be a German banking institution appointed by Meridian Trust to hold the deposited Halcyon ordinary shares in Germany. The identity of the sub-custodian is one of the principal open items addressed in this memorandum. The selection criteria and appointment process are discussed in detail in Section III below.
Ashgrove Enterprises Banking AG. Ashgrove Enterprises Banking AG is the German CSD through which all Halcyon ordinary shares are held in book-entry form. Ashgrove Enterprises provides the settlement infrastructure for the deposit and withdrawal of ordinary shares in connection with the ADR program. All securities listed on the Frankfurt Stock Exchange settle through Ashgrove Enterprises, and the German sub-custodian must be a direct participant of Ashgrove Enterprises in order to perform its custodial functions.
Issuer: Halcyon Semiconductor AG. Halcyon cooperates with the Depositary and the sub-custodian in connection with the deposit of ordinary shares, the processing of corporate actions, and the maintenance of the share register (Aktienregister). Halcyon's General Counsel, Wilhelm Ostermann, serves as the principal internal contact for custodian-related matters.
Selling Shareholders. Two selling shareholders will participate in the offering by selling existing ordinary shares that will be converted into ADSs:
• Rheintal Industrieholding GmbH ("Rheintal"): Rheintal is a German limited liability company (GmbH) that currently holds 47,945,000 Halcyon ordinary shares, representing approximately 22.3% of the pre-IPO share capital. Rheintal will sell 8,500,000 ordinary shares in the offering, equivalent to 4,250,000 ADSs. Rheintal's shares are currently held in Ashgrove Enterprises through Rheintal's custodian bank in Düsseldorf.
• Kestrel Capital Partners AG ("Kestrel"): Kestrel is a Swiss Aktiengesellschaft that currently holds 20,855,000 Halcyon ordinary shares, representing approximately 9.7% of the pre-IPO share capital. Kestrel will sell 4,300,000 ordinary shares in the offering, equivalent to 2,150,000 ADSs. Kestrel's shares are currently held in Ashgrove Enterprises through Kestrel's custodian bank, which is Glenrock Assurance-based and likely accesses the Ashgrove Enterprises system through a cross-border link.
The shares of both selling shareholders must be delivered to the German sub-custodian's Ashgrove Enterprises account for deposit and conversion into ADSs in connection with the closing of the offering.
III. Appointment of the German Sub-Custodian
A. Selection Criteria
The Deposit Agreement, as currently drafted, grants Meridian Trust the exclusive right to appoint, replace, and supervise the sub-custodian in the issuer's home jurisdiction. This is consistent with standard market practice for Level III ADR programs, in which the depositary bank exercises its own judgment, informed by operational and regulatory considerations, in selecting a qualified custodian institution in the relevant foreign jurisdiction.
The selection of the German sub-custodian is subject to a range of criteria that reflect both the regulatory requirements of the German financial services framework and the operational demands of the ADR program. These criteria include:
(i) Banking License under the German Banking Act (Kreditwesengesetz, "KWG"): The sub-custodian must hold a valid license as a credit institution (Kreditinstitut) or financial services institution under the KWG, authorizing it to conduct securities custody business (Depotgeschäft) in Germany. This license is issued and supervised by the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin").
(ii) Ashgrove Enterprises Banking AG Participant Status: The sub-custodian must be a direct participant of Ashgrove Enterprises Banking AG, enabling it to hold securities accounts and settle transactions within the Ashgrove Enterprises system. Direct participant status is essential for the receipt and release of Halcyon ordinary shares in connection with ADS issuances and cancellations.
(iii) Experience as Sub-Custodian for ADR Programs: The sub-custodian should have established experience serving as a foreign custodian for ADR programs listed on US exchanges, with demonstrated competence in processing deposits, withdrawals, corporate actions, and cross-border settlements involving the Ashgrove Enterprises-DTC bridge.
(iv) Adequate Insurance Coverage and Capital Adequacy: The sub-custodian must maintain insurance coverage and capital reserves commensurate with its custodial obligations, including coverage for operational errors, fraud, and other custodial risks. Capital adequacy requirements are subject to BaFin supervision under the CRR/CRD framework as applicable to German credit institutions.
(v) Operational Capacity for Corporate Actions Processing, Dividend Distribution, and Proxy Facilitation: The sub-custodian must have the systems, staffing, and procedures necessary to process corporate actions promptly and accurately. This includes the receipt and forwarding of dividends (in EUR), the allocation and forwarding of subscription rights, the distribution of voting materials and collection of voting instructions, and the processing of share capital changes such as stock splits, reverse splits, and stock dividends.
Meridian Trust's standard practice in appointing sub-custodians for ADR programs in Germany is to select a major German bank with Ashgrove Enterprises direct participant status and an established custody services platform. Based on our experience with prior Level III ADR transactions, the typical sub-custodian candidates in Germany include the major universal banks and dedicated custody services providers, all of which meet the criteria outlined above.
Under the Deposit Agreement, Halcyon has the right to be consulted regarding the sub-custodian appointment. Specifically, the Depositary is required to notify Halcyon of the identity of the proposed sub-custodian and to consider in good faith any objections raised by Halcyon. However, the Deposit Agreement does not grant Halcyon a veto right over the sub-custodian selection. The final decision rests with Meridian Trust in its capacity as Depositary.
As of the date of this memorandum, Meridian Trust has not yet formally identified its preferred sub-custodian candidate for the Halcyon ADR program. Patricia Novak (Meridian Trust) has indicated that the sub-custodian selection process is underway and that Meridian Trust expects to be in a position to confirm its preferred candidate by the end of February 2026. Calderwood & Harkness has communicated to Meridian Trust the importance of finalizing this selection promptly in light of the target date of March 9, 2026 for the first draft F-1 circulation.
B. Sub-Custodian Agreement Terms
The sub-custodian agreement is a bilateral contract between Meridian Trust (in its capacity as Depositary) and the German sub-custodian bank. This agreement governs the terms and conditions of the custodial relationship, including the safekeeping of deposited shares, the processing of deposits and withdrawals, and the handling of corporate actions. The sub-custodian agreement is separate from, but must be consistent with, the Deposit Agreement.
Based on our review of sub-custodian agreements in comparable ADR transactions, we expect the sub-custodian agreement for the Halcyon ADR program to include the following key terms:
• Safekeeping of Deposited Ordinary Shares: The sub-custodian will hold all deposited Halcyon ordinary shares in a segregated securities account (Depotkonto) at Ashgrove Enterprises Banking AG, maintained on behalf of Meridian Trust. The deposited shares must be clearly identified and segregated from the sub-custodian's proprietary holdings and from the holdings of other clients of the sub-custodian.
• Compliance with Ashgrove Enterprises Rules and German Securities Custody Law: The sub-custodian will comply with all applicable rules and regulations of Ashgrove Enterprises Banking AG, as well as the requirements of the Depotgesetz (Securities Custody Act) regarding the segregation, safekeeping, and accounting for deposited securities.
• Settlement of Deposits and Withdrawals: The sub-custodian will process deposits and withdrawals of ordinary shares on an instruction-by-instruction basis, acting upon the written or electronic instructions of Meridian Trust. Deposits involve the receipt of ordinary shares into the sub-custodian's Ashgrove Enterprises account and notification to Meridian Trust for ADS issuance. Withdrawals involve the release of ordinary shares from the sub-custodian's Ashgrove Enterprises account to a designated recipient account upon instruction from Meridian Trust.
• Corporate Actions Processing: The sub-custodian will receive and forward to Meridian Trust all dividends, subscription rights, voting materials, and other distributions or communications received from Halcyon or its agents in respect of the deposited ordinary shares. Dividends will be received in EUR from Halcyon's paying agent, net of applicable German withholding tax, and remitted to Meridian Trust for conversion and distribution to ADS holders.
• Notification Obligations: The sub-custodian will promptly notify Meridian Trust of all corporate events, regulatory actions, or other matters affecting the deposited ordinary shares, including changes to the Ashgrove Enterprises settlement rules, BaFin regulatory actions, or changes to the German withholding tax regime.
• Standard of Care: The sub-custodian will exercise reasonable care and good faith in the performance of its obligations under the sub-custodian agreement. The sub-custodian will be liable for losses arising from its own negligence or willful misconduct.
• Indemnification: The sub-custodian agreement will contain mutual indemnification provisions between the Depositary and the sub-custodian, allocating responsibility for losses arising from each party's breach of the agreement, negligence, or willful misconduct.
• Termination: Either party may terminate the sub-custodian agreement upon thirty (30) days' prior written notice to the other party, provided that termination will not become effective until a successor custodian has been appointed by Meridian Trust and has assumed responsibility for the safekeeping of the deposited ordinary shares.
• Fees: Sub-custodian fees are typically borne by the Depositary and are passed through to ADS holders either through the annual depositary service fee of $0.05 per ADS or through separately disclosed charges in the fee schedule attached to the Deposit Agreement. The specific fee structure will be set forth in the sub-custodian agreement.
Calderwood & Harkness will review the sub-custodian agreement upon receipt from Meridian Trust to confirm its consistency with the Deposit Agreement, including the provisions of the Deposit Agreement relating to custodian appointment, supervision, liability, and termination. We will also coordinate with Bähr Stein to ensure that the sub-custodian agreement complies with applicable German law requirements, including the Depotgesetz and the KWG.
C. German Regulatory Requirements for Custodian
The German sub-custodian must satisfy a range of regulatory requirements under German law in order to serve in its custodial capacity. These requirements are summarized below, based on guidance received from Bähr Stein.
First, the sub-custodian must be licensed as a credit institution (Kreditinstitut) or as a financial services institution under the German Banking Act (Kreditwesengesetz, "KWG"). The KWG establishes the regulatory framework for banking and financial services in Germany and requires that any institution engaging in securities custody business (Depotgeschäft) hold an appropriate license issued by BaFin. BaFin exercises ongoing supervisory authority over licensed institutions, including with respect to capital adequacy, organizational requirements, and risk management.
Second, the sub-custodian must comply with the German Securities Custody Act (Depotgesetz). The Depotgesetz sets forth detailed requirements regarding the segregation, safekeeping, and accounting for customer securities held by credit institutions. These requirements are designed to protect the interests of beneficial owners of deposited securities and to ensure that customer securities are properly segregated from the proprietary holdings of the custodian institution.
Third, the sub-custodian is subject to anti-money laundering obligations under the German Anti-Money Laundering Act (Geldwäschegesetz, "GwG"). The GwG requires financial institutions to conduct customer due diligence (Sorgfaltspflichten) on their account holders, including the identification and verification of beneficial owners, ongoing monitoring of business relationships, and the filing of suspicious activity reports with the Financial intelligence Unit (Zentralstelle für Finanztransaktionsuntersuchungen, "FIU").
We note that Bähr Stein has been asked to confirm whether any German regulatory filing or notification requirement applies in connection with the appointment of the sub-custodian for the Halcyon ADR program. This confirmation is pending as of the date of this memorandum and is listed as an open item in Section IX below.
IV. Ashgrove Enterprises Banking AG Settlement Infrastructure
A. Overview of Ashgrove Enterprises
Ashgrove Enterprises Banking AG is the German central securities depository (CSD) and international central securities depository (ICSD) based in Frankfurt am Main, Germany. Ashgrove Enterprises was established in its current form in 2000 following the merger of Deutsche Börse Clearing AG and Cedel International, and it is a wholly owned subsidiary of Deutsche Börse AG. Ashgrove Enterprises is regulated by BaFin (the Federal Financial Supervisory Authority) and the Deutsche Bundesbank (Germany's central bank).
All securities listed on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), including Halcyon's ordinary shares (FRA: HCY), are held and settled through the Ashgrove Enterprises system. Ashgrove Enterprises operates a fully dematerialized book-entry system for German securities. In the case of Halcyon, physical share certificates are not issued; instead, the shares exist in the form of a global certificate (Globalurkunde) deposited with Ashgrove Enterprises, and individual ownership interests are represented as book-entry positions in the accounts of Ashgrove Enterprises participants. This arrangement is referred to as collective safe custody (Girosammelverwahrung) under the Depotgesetz.
In addition to its domestic CSD functions, Ashgrove Enterprises also serves as an international central securities depository, providing settlement and custody services for a wide range of international securities. Ashgrove Enterprises maintains links to other settlement systems worldwide, including the Depository Trust Company (DTC) in the United States. The Ashgrove Enterprises-DTC bridge is of particular importance for the Halcyon ADR program, as it enables the cross-border settlement mechanics that link the ordinary shares held in Germany to the ADSs held in the US book-entry system.
B. Account Structure for ADR Purposes
For purposes of the Halcyon ADR program, the German sub-custodian will maintain a securities account (Depotkonto) at Ashgrove Enterprises Banking AG in its own name, holding the deposited ordinary shares on behalf of Meridian Trust in its capacity as Depositary. This is the standard account structure for ADR custodian arrangements in Germany.
The deposited ordinary shares held in the sub-custodian's Ashgrove Enterprises account constitute "deposited property" under the Deposit Agreement. As such, these shares are subject to the terms and conditions of the Deposit Agreement, including the provisions relating to safekeeping, corporate actions, and liability.
The sub-custodian's Ashgrove Enterprises account must be clearly designated and segregated from the sub-custodian's proprietary holdings, in compliance with the requirements of the Depotgesetz. In practice, the segregation is typically achieved through the following mechanism: the sub-custodian holds a general Ashgrove Enterprises participant account (which may hold securities for multiple clients), and the deposited Halcyon ordinary shares are internally earmarked and segregated within that account for the benefit of Meridian Trust. Ashgrove Enterprises's account structure permits participants to maintain internal sub-accounts or designations to facilitate this segregation.
It is important to note that, under the collective safe custody (Girosammelverwahrung) system, the sub-custodian does not hold individually identifiable shares on behalf of Meridian Trust. Rather, the sub-custodian holds a co-ownership interest (Miteigentumsanteil) in the global certificate (Globalurkunde) deposited with Ashgrove Enterprises, corresponding to the number of deposited shares. This co-ownership interest is legally distinct from the sub-custodian's own proprietary holdings and should be protected from the sub-custodian's general creditors in the event of the sub-custodian's insolvency (as discussed further in Section IX.A below).
C. Ashgrove Enterprises — DTC Bridge
Ashgrove Enterprises Banking AG and the Depository Trust Company (DTC), the US central securities depository, maintain an electronic bridge for cross-border settlement of securities transactions. This bridge enables the movement of securities interests between the Ashgrove Enterprises system (which holds the underlying Halcyon ordinary shares) and the DTC system (which holds the ADSs).
For purposes of the Halcyon ADR program, the settlement flow for the issuance of ADSs against the deposit of ordinary shares operates as follows:
1. Ordinary shares are delivered to the sub-custodian's Ashgrove Enterprises account by the depositing party (whether Halcyon, in the case of newly issued shares, or a selling shareholder, in the case of existing shares).
2. The sub-custodian confirms receipt of the ordinary shares to Meridian Trust, providing details of the deposit including the number of shares received, the identity of the depositing party, and any applicable reference numbers.
3. Upon confirmation of deposit, Meridian Trust issues the corresponding number of ADSs on its books (at the ratio of 1 ADS per 2 ordinary shares) and instructs Crestfield Transfer Services Inc., as transfer agent, to record the issuance.
4. The newly issued ADSs are credited to DTC's account and distributed through the DTC system to DTC participants and, ultimately, to the beneficial holders of the ADSs in the United States.
The reverse process applies for the cancellation or withdrawal of ADSs:
1. An ADS holder wishing to withdraw the underlying ordinary shares surrenders its ADSs to Meridian Trust (through its broker or DTC participant).
2. Meridian Trust cancels the surrendered ADSs and instructs the sub-custodian to release the corresponding number of ordinary shares from the Ashgrove Enterprises account.
3. The sub-custodian transfers the ordinary shares within the Ashgrove Enterprises system to the designated Ashgrove Enterprises account of the withdrawing holder (or the holder's custodian bank).
4. Upon completion of the transfer, the sub-custodian confirms the release to Meridian Trust.
This bidirectional flow is essential to the fungibility of the ADSs and the ordinary shares, and it enables holders to move freely between the ADS market (Nasdaq) and the ordinary share market (Frankfurt Stock Exchange) as economic and trading conditions warrant.
D. Settlement Cycle Considerations
The settlement cycle for transactions on the Frankfurt Stock Exchange is T+2 (trade date plus two business days), which is consistent with the settlement cycle applicable to ADS transactions on the Nasdaq Global Select Market under current SEC rules. The alignment of these settlement cycles is advantageous for the ADR program, as it reduces the potential for settlement timing mismatches between the ordinary share market and the ADS market.
Notwithstanding this alignment, operational coordination is required to manage the time zone differential between Frankfurt and New York. Frankfurt is six hours ahead of New York (CET vs. EST), which creates a daily operational window during which events occurring in the Frankfurt market may need to be processed and communicated to the US market before the close of the New York business day. For routine deposits and withdrawals, this time zone differential is manageable through established cut-off times and communication protocols between the sub-custodian and Meridian Trust.
For the IPO closing, the settlement timing coordination is particularly critical. The target pricing date is July 1, 2026, with settlement and closing on T+2, i.e., July 6, 2026 (assuming no intervening holidays). The following steps must be completed on or before the closing date:
• New Shares: The 30,000,000 new ordinary shares to be issued by Halcyon must be registered with Ashgrove Enterprises Banking AG and delivered to the sub-custodian's Ashgrove Enterprises account prior to ADS issuance. This requires that the capital increase be registered with the Commercial Register (Handelsregister) and that the new shares be credited to the Ashgrove Enterprises system in a timely manner.
• Selling Shareholder Shares: The 12,800,000 ordinary shares to be sold by the selling shareholders (8,500,000 from Rheintal and 4,300,000 from Kestrel) must be transferred from their respective Ashgrove Enterprises accounts (or their custodian banks' Ashgrove Enterprises accounts) to the sub-custodian's Ashgrove Enterprises account prior to ADS issuance.
• ADS Issuance: Upon confirmation that all 42,800,000 ordinary shares (30,000,000 new + 12,800,000 secondary) have been deposited in the sub-custodian's Ashgrove Enterprises account, Meridian Trust will issue 21,400,000 ADSs (42,800,000 shares ÷ 2 shares per ADS). This represents the base deal.
• ADS Delivery: The 21,400,000 ADSs will be delivered through DTC to the underwriters (Westbridge Securities LLC, as representative, together with Pinnacle Morgan & Co., Inc., Andover Barcliffe Group Inc., and Northpointe Capital LLC) against payment of the aggregate offering price.
The precise timing sequence for the closing — including the order in which the German and US settlement steps are completed — will be set forth in the closing memorandum, which is a separate deliverable being prepared by Calderwood & Harkness.
V. Mechanics for Deposit of Ordinary Shares in Connection with the Offering
A. Primary Shares (New Issuance by Halcyon)
Halcyon will issue 30,000,000 new ordinary shares (Stammaktien) in connection with the offering. The issuance will be effected pursuant to Halcyon's authorized capital (genehmigtes Kapital) under the company's articles of association (Satzung), with the approval of the Supervisory Board (Aufsichtsrat) and the exclusion of pre-emptive rights (Bezugsrechtsausschluss) for existing shareholders. The exclusion of pre-emptive rights is necessary to permit the direct issuance of new shares into the ADR program without first offering subscription rights to existing shareholders.
Upon issuance, the new ordinary shares will be registered with Halcyon's share register (Aktienregister) and delivered into the Ashgrove Enterprises Banking AG system as book-entry interests in the global certificate (Globalurkunde). The new shares will be fungible with the existing Halcyon ordinary shares once they are admitted to trading on the Frankfurt Stock Exchange.
The process for the deposit of the newly issued primary shares is as follows:
1. Board Resolution and Regulatory Filing: The Vorstand (Management Board) of Halcyon resolves to issue the 30,000,000 new ordinary shares, with the consent of the Aufsichtsrat (Supervisory Board). The resolution is filed with the Commercial Register (Handelsregister) at the Amtsgericht München. The capital increase becomes legally effective upon registration with the Handelsregister. This step must be coordinated with Bähr Stein to ensure that the filing is submitted and processed in sufficient time to permit the shares to be available for deposit on the closing date.
2. Credit to Ashgrove Enterprises Account: Following registration of the capital increase, the new shares are credited to a designated Ashgrove Enterprises account. This may be the sub-custodian's Ashgrove Enterprises account directly or, alternatively, an interim account from which the shares are transferred to the sub-custodian's account. The precise mechanics will depend on the procedures agreed upon between Halcyon, Ashgrove Enterprises, and the sub-custodian.
3. Confirmation of Receipt: The sub-custodian confirms receipt of the 30,000,000 new ordinary shares to Meridian Trust, providing the relevant Ashgrove Enterprises transaction reference numbers and other settlement details.
4. ADS Issuance: Upon confirmation of receipt, Meridian Trust issues 15,000,000 ADSs (30,000,000 ordinary shares ÷ 2 shares per ADS) against the deposited shares. Crestfield Transfer Services Inc. records the issuance on the ADS register.
5. ADS Delivery Against Payment: The 15,000,000 ADSs representing the primary shares are delivered through DTC to the accounts of the underwriters (Westbridge Securities LLC, as representative of the underwriter syndicate, together with Pinnacle Morgan & Co., Inc., Andover Barcliffe Group Inc., and Northpointe Capital LLC) against payment of the aggregate offering price for the primary shares.
All of the foregoing steps must be completed on or before the closing date, which is targeted for July 6, 2026. As noted above, the commercial register filing for the capital increase must be effective prior to the deposit of the new shares in the sub-custodian's Ashgrove Enterprises account. Bähr Stein has advised that the Handelsregister filing process at the Amtsgericht München typically requires several business days, and accordingly the filing should be submitted well in advance of the closing date. The precise timing will be coordinated between Bähr Stein and the Calderwood & Harkness team in the pre-closing phase of the transaction.
B. Secondary Shares (Selling Shareholders)
In addition to the primary issuance, two selling shareholders will participate in the offering by selling existing Halcyon ordinary shares that will be converted into ADSs.
Rheintal Industrieholding GmbH ("Rheintal") will sell 8,500,000 ordinary shares in the offering, equivalent to 4,250,000 ADSs (at the ratio of 1 ADS = 2 ordinary shares). Rheintal currently holds 47,945,000 Halcyon ordinary shares, representing approximately 22.3% of the pre-IPO share capital of 215,000,000 shares. Following the completion of the sale and the issuance of 30,000,000 new shares in the primary offering, Rheintal will retain 39,445,000 ordinary shares, representing approximately 16.1% of the post-IPO share capital of 245,000,000 shares. Rheintal's existing Halcyon shares are currently held in the Ashgrove Enterprises system through Rheintal's custodian bank in Düsseldorf.
Kestrel Capital Partners AG ("Kestrel") will sell 4,300,000 ordinary shares in the offering, equivalent to 2,150,000 ADSs. Kestrel currently holds 20,855,000 Halcyon ordinary shares, representing approximately 9.7% of the pre-IPO share capital. Following the completion of the sale and the primary issuance, Kestrel will retain 16,555,000 ordinary shares, representing approximately 6.8% of the post-IPO share capital of 245,000,000 shares. Kestrel's existing Halcyon shares are currently held in the Ashgrove Enterprises system through Kestrel's custodian bank, which is based in Glenrock Assurance. As a Swiss-based institution, Kestrel's custodian bank likely accesses the Ashgrove Enterprises system through a cross-border Ashgrove Enterprises link, which may introduce an additional settlement step that should be factored into the closing timeline.
The total number of secondary shares to be sold by the selling shareholders is 12,800,000 ordinary shares (8,500,000 from Rheintal + 4,300,000 from Kestrel), equivalent to 6,400,000 ADSs (4,250,000 + 2,150,000).
The process for the deposit of the secondary shares is as follows:
1. Custody Agreement / Power of Attorney: Each selling shareholder executes a Custody Agreement and Power of Attorney granting authority to deliver its shares to the sub-custodian's Ashgrove Enterprises account in connection with the offering. The form of Custody Agreement / Power of Attorney is being drafted separately and will include specific Ashgrove Enterprises delivery instructions. Margarethe Wendt will sign on behalf of Rheintal, and Henrik Sørensen will sign on behalf of Kestrel.
2. Transfer to Sub-Custodian: On or prior to the closing date, each selling shareholder instructs its respective Ashgrove Enterprises participant (i.e., its custodian bank) to transfer the designated number of ordinary shares to the sub-custodian's Ashgrove Enterprises account. For Rheintal, this involves a domestic Ashgrove Enterprises transfer from Rheintal's Düsseldorf custodian. For Kestrel, this involves a cross-border transfer from Kestrel's Glenrock Assurance-based custodian through the Ashgrove Enterprises link.
3. Confirmation of Receipt: The sub-custodian confirms receipt of the selling shareholders' shares to Meridian Trust, providing the relevant transaction details for each selling shareholder's delivery.
4. ADS Issuance: Upon confirmation of receipt of all selling shareholder shares, Meridian Trust issues the corresponding ADSs: 4,250,000 ADSs for the Rheintal shares and 2,150,000 ADSs for the Kestrel shares, for a total of 6,400,000 ADSs.
5. ADS Delivery Against Payment; Proceeds Remittance: The 6,400,000 ADSs representing the secondary shares are delivered through DTC to the underwriters against payment. Net proceeds attributable to the selling shareholders are remitted to the selling shareholders after deduction of the underwriters' gross spread of 3.50% and any other applicable fees. Based on the midpoint of the anticipated price range and the 3.50% gross spread, the approximate net proceeds to the selling shareholders are estimated at approximately $260,550,000 in the aggregate (subject to final pricing). The precise funds flow and wire instructions will be set forth in the closing memorandum.
Coordination with the form of Custody Agreement / Power of Attorney for each selling shareholder is an important pre-closing workstream. The Custody Agreement / Power of Attorney must include specific Ashgrove Enterprises delivery instructions, identify the sub-custodian's Ashgrove Enterprises account number (which will be available only after the sub-custodian is appointed), and address the mechanics for the release of unsold shares in the event of a partial exercise of the overallotment option. Calderwood & Harkness is preparing the Custody Agreement / Power of Attorney documentation in consultation with Bähr Stein.
C. Overallotment (Greenshoe) Shares
The underwriting agreement will grant the underwriters an option to purchase up to 3,210,000 additional ADSs, representing 15% of the base deal of 21,400,000 ADSs. This overallotment option (commonly referred to as the "greenshoe") is exercisable for a period of thirty (30) days following the pricing date, i.e., through July 31, 2026.
If the overallotment option is exercised in full, an additional 6,420,000 ordinary shares (3,210,000 ADSs × 2 shares per ADS) must be deposited with the sub-custodian for conversion into ADSs. The source of the greenshoe shares — whether from a primary issuance by Halcyon, a secondary sale by the selling shareholders, or a combination thereof — is to be confirmed in the underwriting agreement. This determination affects the custodian chain mechanics, as primary shares require a capital increase and Handelsregister filing (or the availability of existing authorized capital), while secondary shares require delivery from the selling shareholders' Ashgrove Enterprises accounts.
The sub-custodian must be operationally prepared to process additional deposits during the greenshoe exercise window, which extends beyond the initial closing date. Meridian Trust should confirm with the sub-custodian that its systems and staffing are adequate to handle greenshoe deposits on potentially short notice during this period.
If the overallotment option is exercised in full at the midpoint of the anticipated price range ($42.06 per ADS), the maximum total offering size would be approximately $1,034,812,600 (24,610,000 ADSs × $42.06 per ADS). This represents a significant increase from the base deal size of approximately $900,000,000, and the custodian chain must be capable of accommodating the additional share deposits on a timely basis.
VI. Ongoing Custodian Obligations Post-IPO
A. Safekeeping and Record Maintenance
Following the completion of the offering, the sub-custodian's primary ongoing obligation is to maintain the deposited Halcyon ordinary shares in a segregated account at Ashgrove Enterprises Banking AG on behalf of Meridian Trust. The sub-custodian must ensure that the deposited shares remain properly segregated from the sub-custodian's proprietary holdings and from the holdings of other clients, in compliance with the Depotgesetz and the terms of the sub-custodian agreement.
The sub-custodian is also responsible for maintaining accurate records of all deposited shares, including the number of shares held, the dates and circumstances of any changes in the deposited balance (resulting from additional deposits, withdrawals, corporate actions, or other events), and the corresponding Ashgrove Enterprises transaction references. These records must be reconciled periodically with Meridian Trust's ADS register (maintained through Crestfield Transfer Services Inc.) and with Halcyon's Aktienregister (share register) to ensure consistency across all components of the custodian chain.
At the initial closing (assuming no exercise of the overallotment option), the deposited ordinary shares will total 42,800,000, corresponding to 21,400,000 ADSs outstanding. The deposited balance will fluctuate over time as ADSs are issued against additional deposits or cancelled against withdrawals, and as corporate actions such as stock dividends or stock splits affect the number of shares outstanding.
B. Corporate Actions Processing
The sub-custodian plays a critical role in the processing of corporate actions affecting the deposited Halcyon ordinary shares. The principal categories of corporate actions are as follows:
Dividends. Upon the declaration of a cash dividend by Halcyon, the sub-custodian receives the dividend payment in EUR from Halcyon's paying agent. The payment is made net of German withholding tax (Kapitalertragsteuer) at the applicable rate. The statutory German withholding tax rate on dividends is 26.375%, which consists of a 25% base rate (Kapitalertragsteuer) plus a 5.5% solidarity surcharge (Solidaritätszuschlag) imposed on the base rate. For qualified US holders, the rate is reduced to 15% under Article 10 of the US-Germany income tax treaty. The mechanics of withholding tax treaty benefits and reclaim procedures are discussed in Section VII.C below.
Upon receipt of the net dividend amount, the sub-custodian remits the payment to Meridian Trust. Meridian Trust then converts the EUR payment to USD (bearing in mind that ADS holders bear the foreign exchange conversion risk) and distributes the dividend to ADS holders in accordance with the Deposit Agreement.
Subscription Rights / Pre-emptive Rights. If Halcyon issues new ordinary shares with pre-emptive rights (Bezugsrechte) for existing shareholders, the sub-custodian receives the rights allocations attributable to the deposited shares and forwards them to Meridian Trust. Meridian Trust then makes the rights available to ADS holders through the ADS holder instruction process, which typically involves either the exercise of rights by ADS holders (with payment of the subscription price) or the sale of rights in the market on behalf of ADS holders, in each case in accordance with the procedures set forth in the Deposit Agreement.
Voting. The sub-custodian holds the deposited ordinary shares as nominee and is the registered holder of those shares in Halcyon's Aktienregister. Voting rights attached to the deposited shares are exercised in accordance with instructions received from Meridian Trust, which in turn solicits and aggregates voting instructions from ADS holders through the proxy distribution process. The sub-custodian must cooperate with Meridian Trust in the timely receipt and execution of voting instructions, including attendance at or submission of proxies for Halcyon's annual general meeting (Hauptversammlung) and any extraordinary general meetings.
Share Splits / Reverse Splits / Stock Dividends. In the event of a change to Halcyon's share capital structure — such as a stock split, reverse stock split, or stock dividend — the sub-custodian processes the resulting changes in the number of deposited shares and reconciles with Meridian Trust to ensure that the ADS ratio is adjusted as necessary and that the ADS register accurately reflects the post-adjustment share count.
C. Deposits and Withdrawals After IPO
Following the IPO, the ADR program will remain open for ongoing deposits and withdrawals, enabling the conversion of ordinary shares into ADSs and vice versa on a continuous basis.
Ongoing Deposits. Any holder of Halcyon ordinary shares wishing to convert those shares into ADSs may deliver the shares to the sub-custodian's Ashgrove Enterprises account. Upon confirmation of deposit, Meridian Trust issues the corresponding number of ADSs to the depositing holder. This mechanism allows investors who acquire ordinary shares on the Frankfurt Stock Exchange to convert them into ADSs for trading on Nasdaq, and it supports the arbitrage activity that helps maintain price alignment between the two markets.
Ongoing Withdrawals. Conversely, an ADS holder wishing to withdraw the underlying ordinary shares surrenders its ADSs to Meridian Trust. Meridian Trust instructs the sub-custodian to release the corresponding number of ordinary shares from the Ashgrove Enterprises account and transfer them to the holder's designated Ashgrove Enterprises account (or the account of the holder's custodian bank). This mechanism allows ADS holders to convert their ADSs back into ordinary shares for trading on the Frankfurt Stock Exchange or for other purposes.
Fees. Issuance and cancellation fees are charged in accordance with the Depositary Fee Schedule, which will be annexed to the Deposit Agreement. In addition, the annual depositary service fee of $0.05 per ADS per annum is charged to ADS holders to cover the ongoing costs of the depositary program, including sub-custodian fees, regulatory compliance costs, and administrative expenses.
VII. German Law Considerations
A. Depotgesetz (Securities Custody Act) Compliance
The sub-custodian's holding of Halcyon ordinary shares in the Ashgrove Enterprises system constitutes collective safe custody (Girosammelverwahrung) under the German Securities Custody Act (Depotgesetz). Under the Girosammelverwahrung system, securities are held not as individually identified instruments but as co-ownership interests (Miteigentumsanteile) in a pool of fungible securities of the same class, represented by a global certificate (Globalurkunde) deposited with the central securities depository (in this case, Ashgrove Enterprises Banking AG).
ADS holders have a beneficial interest in the deposited Halcyon ordinary shares, but they are not registered holders in Halcyon's share register (Aktienregister). The sub-custodian, or its nominee, is the registered holder of the deposited shares. Accordingly, ADS holders do not have direct legal standing to exercise shareholder rights vis-à-vis Halcyon under German law. Instead, ADS holders exercise their rights (including voting rights, dividend rights, and pre-emptive rights) exclusively through the depositary chain: from the ADS holder to Meridian Trust, from Meridian Trust to the sub-custodian, and from the sub-custodian to Halcyon.
The relevant provisions of the Depotgesetz are as follows:
• Section 5 (Sonderverwahrung — Individual Safe Custody): Under this section, a custodian may hold securities in individual safe custody, maintaining each customer's securities separately from those of other customers and from the custodian's own holdings. This form of custody is not used for ADR deposits of shares held in the Ashgrove Enterprises system.
• Section 5a (Sammelverwahrung — Collective Safe Custody): Under this section, securities are held in collective safe custody, with each depositor holding a co-ownership interest (Miteigentumsanteil) in the collective pool of securities of the same class. This is the form of custody applicable to the Halcyon ADR deposits. The sub-custodian's account at Ashgrove Enterprises reflects its co-ownership interest in the collective pool of Halcyon ordinary shares, and this interest is held on behalf of Meridian Trust.
The distinction is significant because, under the collective safe custody regime, the co-ownership interest held by the sub-custodian on behalf of Meridian Trust is legally separate from the sub-custodian's own proprietary holdings. This separation provides an important layer of protection for the Depositary (and, by extension, ADS holders) in the event of the sub-custodian's insolvency, as discussed further in Section IX.A below.
B. Share Register (Aktienregister) Considerations
Halcyon maintains a registered share register (Aktienregister) in accordance with Section 67 of the German Stock Corporation Act (Aktiengesetz, "AktG"). Under German law, a holder of registered shares (Namensaktien) may exercise shareholder rights vis-à-vis the issuing company only if the holder is entered in the share register. This requirement applies to all shareholder rights, including the right to vote at general meetings, the right to receive dividends, and the right to subscribe for new shares in the exercise of pre-emptive rights.
For purposes of the Halcyon ADR program, the sub-custodian (or its nominee) will be entered in the Aktienregister as the registered holder of the deposited ordinary shares. This registration is a prerequisite for the exercise of any shareholder rights in respect of the deposited shares. Without proper registration, the sub-custodian would not be recognized by Halcyon as a shareholder and would not be entitled to receive dividends, vote at general meetings, or exercise any other shareholder rights on behalf of the Depositary and, indirectly, ADS holders.
Coordination is required among Halcyon, Bähr Stein, and the sub-custodian to ensure that the Aktienregister entries are properly made upon the initial deposit of shares in connection with the offering and are updated as necessary upon subsequent deposits and withdrawals. Specifically:
• Upon the initial deposit of the 42,800,000 ordinary shares (30,000,000 new shares + 12,800,000 secondary shares) at the IPO closing, the sub-custodian (or its nominee) must be registered in the Aktienregister as the holder of these shares.
• Upon any subsequent deposit of additional ordinary shares (whether in connection with the greenshoe exercise or ongoing post-IPO deposits), the Aktienregister must be updated to reflect the increased number of shares held by the sub-custodian.
• Upon any withdrawal of ordinary shares (i.e., cancellation of ADSs and release of underlying shares), the Aktienregister must be updated to reflect the decreased number of shares held by the sub-custodian, and the withdrawing holder must be registered as the new holder.
Wilhelm Ostermann, Halcyon's General Counsel, has been identified as the principal internal contact for facilitating share register entries. Bähr Stein (Dr. Maurelban / Johanna Weiß) will coordinate with Mr. Ostermann and the sub-custodian to establish procedures for the timely and accurate updating of the Aktienregister in connection with the ADR program.
C. German Withholding Tax Considerations on Dividends
German withholding tax (Kapitalertragsteuer) is imposed on dividends paid by German corporations to their shareholders. The statutory withholding rate is 26.375%, consisting of a 25% base rate (Kapitalertragsteuer) plus a 5.5% solidarity surcharge (Solidaritätszuschlag) applied to the base rate. This withholding is deducted at source by Halcyon's paying agent at the time the dividend is distributed.
For qualified US holders — including US-resident individuals and entities that are eligible for benefits under the Convention between the United States of America and the Federal Republic of Germany for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital and to Certain Other Taxes (the "US-Germany Income Tax Treaty") — the withholding rate is reduced to 15% under Article 10 of the treaty.
The mechanics of the dividend withholding and distribution process in the context of the ADR custodian chain are as follows:
1. Halcyon declares a dividend and instructs its paying agent to distribute the dividend to registered shareholders.
2. The paying agent deducts German withholding tax at the applicable rate (26.375% for non-treaty holders, or the reduced 15% rate for qualified US holders, if the appropriate documentation has been provided) and remits the net dividend amount to the sub-custodian in EUR.
3. The sub-custodian forwards the net dividend amount to Meridian Trust.
4. Meridian Trust converts the EUR dividend into USD and distributes the net dividend to ADS holders in accordance with the Deposit Agreement, after deducting any applicable depositary fees.
The claim for treaty benefits and the procedures for reclaiming excess withholding tax are coordinated through Meridian Trust's status as a Qualified Intermediary ("QI") under the US-Germany income tax treaty and applicable IRS regulations. The QI analysis involves complex tax and operational considerations that are addressed in a separate memorandum prepared by Leonard Cross of Calderwood & Harkness's tax group (the "QI Analysis Memorandum"). We do not duplicate that analysis here but note that the custodian chain must be structured to facilitate the treaty benefit claim and reclaim procedures.
A particular point of coordination relates to the potential for double withholding — i.e., withholding at both the Halcyon paying agent level and the sub-custodian level. Under German law, the sub-custodian may have independent withholding obligations in certain circumstances when it distributes dividends to its foreign account holder (Meridian Trust). Bähr Stein has been asked to confirm the scope of any such sub-custodian withholding obligations and to advise on the procedures necessary to avoid double withholding. This coordination is critical to ensuring that ADS holders receive the correct net dividend amount without unnecessary tax leakage.
D. Anti-Money Laundering and Sanctions
The German sub-custodian is subject to comprehensive anti-money laundering obligations under the German Anti-Money Laundering Act (Geldwäschegesetz, "GwG"). In particular, the GwG requires the sub-custodian to conduct customer due diligence (Sorgfaltspflichten) on Meridian Trust as its account holder, including the identification and verification of Meridian Trust's identity and beneficial ownership structure, the purpose and intended nature of the business relationship, and ongoing monitoring of the account activity for suspicious transactions.
In addition, the sub-custodian is subject to EU sanctions regulations, including Council Regulation (EC) No. 881/2002 (as amended), Council Regulation (EU) No. 269/2014, and other applicable EU restrictive measures. The sub-custodian must screen all deposits and withdrawals against the EU consolidated sanctions list and must block or freeze any transactions involving designated persons, entities, or jurisdictions.
Calderwood & Harkness's separate sanctions, anti-corruption, and export controls due diligence memorandum (the "DD Memo — Sanctions, Anti-Corruption, and Export Controls") addresses Halcyon-level compliance with applicable sanctions and anti-corruption regimes. It should be noted that the sub-custodian has independent compliance obligations that are separate from Halcyon's own obligations. The sub-custodian's compliance program is subject to BaFin supervision and is outside the scope of Halcyon's control, although Halcyon should satisfy itself that the sub-custodian selected by Meridian Trust maintains a robust compliance framework commensurate with the demands of the ADR program.
VIII. Coordination with Offering Timeline
A. Key Milestones and Custodian Readiness
The following table summarizes the key milestones in the offering timeline and the corresponding custodian-related actions that must be completed at or before each milestone:
The foregoing timeline is subject to change based on the progress of the SEC review process, market conditions, and other factors. Any changes to the target dates will require corresponding adjustments to the custodian-related action items.
B. Pre-Closing Coordination Steps
The following pre-closing coordination steps have been identified in connection with the custodian arrangements:
1. Sub-Custodian Agreement Review: Meridian Trust to provide the draft sub-custodian agreement to Calderwood & Harkness for review. Target completion of C&H's review: by the end of March 2026. The review will focus on the consistency of the sub-custodian agreement with the Deposit Agreement, compliance with the Depotgesetz, and the adequacy of the safekeeping, liability, indemnification, and termination provisions.
2. Test Deposit Procedures: Meridian Trust and the sub-custodian to conduct one or more test transactions in the Ashgrove Enterp

MEMORANDUM

MATTER NO.: 1032-00003

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