1032-00003 · Client 1032 · Transaction Documents/Underwriting

underwriting-schedule-selling-shareholders.docx DOCUMENT Capital Markets

77 / 77 ← ✕

SCHEDULE II

SELLING SHAREHOLDERS

This Schedule II (this "Schedule") is a schedule to, and forms an integral part of, the Underwriting Agreement dated as of July 1, 2026 (the "Underwriting Agreement"), among Halcyon Semiconductor Aktiengesellschaft, a stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany (the "Company"), the Selling Shareholders named herein, and the several Underwriters named in Schedule I hereto (the "Underwriters"), for which Westbridge Securities LLC is acting as Representative of the several Underwriters (in such capacity, the "Representative").

The Underwriting Agreement is governed by, and shall be construed in accordance with, the laws of the State of New York, without regard to the conflict-of-laws principles thereof.

Capitalized terms used but not defined in this Schedule shall have the respective meanings ascribed to them in the Underwriting Agreement. All references to "Sections" or "Exhibits" herein are to Sections of or Exhibits to the Underwriting Agreement, unless otherwise specified.

Section 1. Identification of Selling Shareholders

The following are the Selling Shareholders party to the Underwriting Agreement:

1.1 Selling Shareholder No. 1 — Rheintal Industrieholding GmbH

Full Legal Name: Rheintal Industrieholding Gesellschaft mit beschränkter Haftung

Short Name / Reference: "Rheintal"

Entity Type: Gesellschaft mit beschränkter Haftung (GmbH) — a limited liability company organized under the laws of the Federal Republic of Germany

Jurisdiction of Organization: Federal Republic of Germany

Registered Address: Königsallee 60, 40212 Düsseldorf, Germany

Commercial Register: Registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Düsseldorf

Authorized Representative / Signatory: Margarethe Wendt, Managing Director (Geschäftsführerin)

Relationship to the Company: Rheintal is the largest single shareholder of Halcyon Semiconductor AG. Rheintal is a family holding company of the Wendt family. Dr. Friedrich Wendt, the Chief Executive Officer (Vorstandsvorsitzender) of the Company, is the brother of Margarethe Wendt. By reason of such relationship, Rheintal may be deemed an affiliate of the Company within the meaning of Rule 405 under the Securities Act of 1933, as amended (the "Securities Act").

1.2 Selling Shareholder No. 2 — Kestrel Capital Partners AG

Full Legal Name: Kestrel Capital Partners Aktiengesellschaft

Short Name / Reference: "Kestrel"

Entity Type: Aktiengesellschaft (AG) — a public stock corporation organized under the laws of Switzerland

Jurisdiction of Organization: Switzerland

Registered Address: Bahnhofstrasse 36, 8001 Glenrock Assurance, Switzerland

Commercial Register: Registered with the Commercial Register of the Canton of Glenrock Assurance

Authorized Representative / Signatory: Henrik Sørensen, Managing Partner

Relationship to the Company: Kestrel is the second-largest shareholder of Halcyon Semiconductor AG. Kestrel is a European technology-focused investment fund that has held its position in the Company since 2019. No director or officer of the Company is an employee, officer, or director of Kestrel. However, Henrik Sørensen serves as a member of the Supervisory Board (Aufsichtsrat) of the Company and, accordingly, Kestrel may be deemed an affiliate of the Company within the meaning of Rule 405 under the Securities Act.

Each of Rheintal and Kestrel is referred to herein individually as a "Selling Shareholder" and, together, as the "Selling Shareholders."

Section 2. Shares Beneficially Owned Prior to the Offering

The following table sets forth certain information regarding the beneficial ownership of ordinary shares (Stammaktien), no par value, of the Company by each Selling Shareholder as of immediately prior to the closing of the Offering, before giving effect to (i) the sale of ordinary shares by the Selling Shareholders in the Offering and (ii) the issuance of new ordinary shares by the Company in the Offering:

Table 2-1: Pre-Offering Beneficial Ownership

^(1)^ Based on 215,000,000 ordinary shares (Stammaktien), no par value, of Halcyon Semiconductor Aktiengesellschaft outstanding as of the date hereof, prior to giving effect to the issuance of 30,000,000 new ordinary shares by the Company in the Offering. Beneficial ownership is determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Each Selling Shareholder has sole voting power and sole investment power with respect to all ordinary shares shown as beneficially owned by such Selling Shareholder. None of the ordinary shares listed above are subject to any pledge, security interest, or other encumbrance, except as may be disclosed in the Prospectus.

For the avoidance of doubt, the ordinary shares reflected in Table 2-1 above do not include any ordinary shares that may be issuable upon the exercise, conversion, or exchange of any options, warrants, or other convertible securities of the Company, as no such instruments are held by either Selling Shareholder as of the date of the Underwriting Agreement.

Section 3. Shares to be Sold in the Offering (Firm ADSs)

3.1 Number of Firm Shares and Firm ADSs to be Sold by the Selling Shareholders

The following table sets forth the number of ordinary shares to be sold by each Selling Shareholder and the corresponding number of American Depositary Shares ("ADSs") to be delivered by such Selling Shareholder to the Underwriters pursuant to the Underwriting Agreement:

Table 3-1: Firm Shares and Firm ADSs to be Sold by the Selling Shareholders

^(1)^ Each American Depositary Share ("ADS") represents two (2) ordinary shares (Stammaktien), no par value, of the Company, deposited with or on behalf of Meridian Trust Company, National Association, as Depositary (the "Depositary"), pursuant to the Deposit Agreement dated as of the date hereof, among the Company, the Depositary, and all holders and beneficial owners of ADSs issued thereunder (the "Deposit Agreement"). Accordingly, the number of ADSs to be sold by each Selling Shareholder is equal to one-half of the number of ordinary shares to be sold by such Selling Shareholder.

3.2 Allocation of Selling Shareholder ADSs Within the Offering

The total number of Firm ADSs to be offered and sold in the base offering is 21,400,000 ADSs, allocated as follows:

(a) Primary ADSs (new issuance by the Company): 15,000,000 ADSs, representing 30,000,000 newly issued ordinary shares to be issued by the Company out of authorized but unissued share capital pursuant to a resolution of the Management Board (Vorstand) with the approval of the Supervisory Board (Aufsichtsrat) of the Company.

(b) Secondary ADSs (Selling Shareholders): 6,400,000 ADSs, representing 12,800,000 existing ordinary shares to be sold by the Selling Shareholders, as set forth in Table 3-1 above.

The Selling Shareholders will not receive any of the proceeds from the sale of Primary ADSs by the Company in the Offering. Conversely, the Company will not receive any of the proceeds from the sale of Secondary ADSs by the Selling Shareholders.

3.3 Estimated Net Proceeds to the Selling Shareholders (Base Deal)

The following table sets forth the estimated gross proceeds, underwriting discount, and estimated net proceeds payable to each Selling Shareholder in connection with the sale of Firm ADSs in the base offering, assuming a public offering price at the midpoint of the estimated price range set forth on the cover page of the preliminary Prospectus:

Table 3-2: Estimated Net Proceeds to Each Selling Shareholder (Base Deal)

^(1)^ Based on the midpoint of the estimated public offering price range of $39.00 to $45.00 per ADS (midpoint approximately $42.06 per ADS). Actual proceeds will be determined at pricing pursuant to the Pricing Agreement to be entered into among the Company, the Selling Shareholders, and the Representative on or about the date hereof. The amounts set forth in this table are estimates only and are presented for illustrative purposes. The actual public offering price, underwriting discount, and net proceeds may differ materially from the estimates set forth herein.

For reference, the aggregate estimated gross proceeds for the entire base offering (Primary ADSs and Secondary ADSs combined) at the midpoint of the estimated price range are approximately $900,000,000 (21,400,000 ADSs x $42.06 per ADS). The aggregate underwriting discount (gross spread) for the entire base offering is 3.50% of aggregate gross proceeds, or approximately $31,500,000.

The estimated net proceeds payable to the Selling Shareholders in the aggregate in the base deal are approximately $259,762,560 (approximately $260,000,000), after deduction of the underwriting discount applicable to the Secondary ADSs. Such net proceeds are exclusive of any expenses of the Selling Shareholders that are not borne by the Company pursuant to Section 5 of the Underwriting Agreement.

Section 4. Overallotment Option (Additional ADSs)

The Underwriters have been granted an option (the "Overallotment Option"), exercisable in whole or in part at any time and from time to time for a period of 30 days from the date of the Underwriting Agreement, to purchase up to 3,210,000 additional ADSs (the "Additional ADSs") at the public offering price per ADS set forth in the Pricing Agreement, less the underwriting discount per ADS. The number of Additional ADSs represents 15% of the total number of Firm ADSs offered in the base offering (21,400,000 Firm ADSs x 15% = 3,210,000 Additional ADSs).

The Additional ADSs subject to the Overallotment Option shall be sourced from the Company, the Selling Shareholders, or a combination thereof, as specified in the Pricing Agreement to be executed on or about the date hereof. The allocation of the Additional ADSs among the Company and the Selling Shareholders, as applicable, shall be set forth in the Pricing Agreement and will be determined based on discussions among the Company, the Selling Shareholders, and the Representative prior to the execution thereof.

To the extent any Additional ADSs are to be sold by the Selling Shareholders upon any exercise of the Overallotment Option, such Additional ADSs shall be allocated between the Selling Shareholders in such proportions as shall be set forth in the Pricing Agreement. Each Selling Shareholder severally (and not jointly) agrees to sell and deliver such number of Additional ADSs (and the corresponding number of ordinary shares to be deposited for conversion into such Additional ADSs) as shall be specified opposite its name in the Pricing Agreement, at the public offering price per ADS, less the underwriting discount per ADS.

The exercise of the Overallotment Option shall be made by written notice given by the Representative to the Company and, if applicable, the Selling Shareholders, setting forth the aggregate number of Additional ADSs as to which the Overallotment Option is being exercised and the date and time for delivery of, and payment for, such Additional ADSs.

Section 5. Shares Beneficially Owned After the Offering

5.1 Post-Offering Beneficial Ownership — Assuming No Exercise of Overallotment Option

The following table sets forth certain information regarding the beneficial ownership of ordinary shares of the Company by each Selling Shareholder immediately following the closing of the Offering, assuming no exercise of the Overallotment Option and giving effect to (i) the sale of ordinary shares by the Selling Shareholders in the Offering and (ii) the issuance of 30,000,000 new ordinary shares by the Company in the Offering:

Table 5-1: Post-Offering Beneficial Ownership (Assuming No Exercise of Overallotment Option)

^(1)^ Based on 245,000,000 ordinary shares outstanding after giving effect to the issuance by the Company of 30,000,000 new ordinary shares in the Offering (215,000,000 ordinary shares outstanding prior to the Offering + 30,000,000 newly issued ordinary shares = 245,000,000 ordinary shares outstanding after the Offering). Does not give effect to any exercise of the Overallotment Option. If the Overallotment Option is exercised in full and the Additional ADSs are sourced entirely from the Company (through the issuance of additional new ordinary shares), the total number of ordinary shares outstanding after the Offering would be 251,420,000, and the percentage ownership of each Selling Shareholder would be correspondingly lower. If the Overallotment Option is exercised in full and the Additional ADSs are sourced entirely from the Selling Shareholders, the total number of ordinary shares outstanding after the Offering would remain 245,000,000, but the number of ordinary shares beneficially owned by the Selling Shareholders would be reduced by the number of ordinary shares underlying the Additional ADSs sold.

^(2)^ For reference, other significant shareholders of the Company include the Halcyon Employee Stock Ownership Trust (the "ESOT"), which holds 6,665,000 ordinary shares, representing approximately 3.1% of the outstanding ordinary shares prior to the Offering and approximately 2.7% of the outstanding ordinary shares after the Offering (based on 245,000,000 shares outstanding). The ESOT is not selling any ordinary shares in the Offering. The remaining shares (approximately 64.9% of the outstanding ordinary shares prior to the Offering) constitute free float and are not subject to any contractual lock-up arrangement in connection with the Offering, except to the extent that certain officers and directors of the Company have entered into separate Lock-Up Letter Agreements with the Representative, as described in the Prospectus.

5.2 Post-Offering Voting Considerations

Following the closing of the Offering, Rheintal will remain the largest single shareholder of the Company. At its anticipated post-offering ownership level of approximately 16.1%, Rheintal will hold a significant minority stake in the Company but will not hold a majority of the voting rights at any general meeting of shareholders (Hauptversammlung) of the Company. Kestrel, at its anticipated post-offering ownership level of approximately 6.8%, will continue to hold a significant minority stake. Each Selling Shareholder's post-offering ownership level will remain above the 3% notification threshold under Section 33 of the German Securities Trading Act (Wertpapierhandelsgesetz, "WpHG"), and each Selling Shareholder acknowledges its continuing obligation to comply with all applicable notification requirements thereunder.

Section 6. Lock-Up Undertakings of Selling Shareholders

Each Selling Shareholder has agreed, pursuant to a Lock-Up Letter Agreement dated as of the date of the Underwriting Agreement and delivered to and in favor of Westbridge Securities LLC, as Representative of the several Underwriters (each, a "Lock-Up Letter Agreement"), that for a period of 180 days following the date of the Pricing Agreement (the "Lock-Up Period"), such Selling Shareholder will not, without the prior written consent of Westbridge Securities LLC (which consent may be withheld in its sole discretion):

(a) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale, or otherwise transfer or dispose of, directly or indirectly, any ordinary shares, ADSs, or any securities convertible into, exercisable for, or exchangeable for ordinary shares or ADSs, that are beneficially owned (within the meaning of Rule 13d-3 under the Exchange Act) by such Selling Shareholder immediately after giving effect to the sale of ordinary shares by such Selling Shareholder in the Offering;

(b) enter into any swap or other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of ordinary shares or ADSs, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of ordinary shares, ADSs, or other securities, in cash, or otherwise;

(c) make any demand for, or exercise any right with respect to, the registration under the Securities Act of any ordinary shares, ADSs, or any securities convertible into, exercisable for, or exchangeable for ordinary shares or ADSs; or

(d) publicly disclose the intention to do any of the foregoing.

The Lock-Up Period shall commence on the date of the Pricing Agreement (target pricing date: July 1, 2026) and shall expire at the close of business (New York City time) on the date that is 180 days after the date of the Pricing Agreement (anticipated lock-up expiration: December 28, 2026).

The restrictions described above shall not apply to:

(i) the sale of ordinary shares (in the form of ADSs) by the Selling Shareholders to the Underwriters pursuant to the Underwriting Agreement;

(ii) transfers of ordinary shares or ADSs by a Selling Shareholder to any wholly owned subsidiary or affiliate of such Selling Shareholder, provided that, as a precondition to any such transfer, the transferee executes and delivers to the Representative a Lock-Up Letter Agreement in form and substance satisfactory to the Representative for the balance of the Lock-Up Period; and

(iii) transfers of ordinary shares or ADSs by a Selling Shareholder pursuant to a bona fide third-party tender offer, merger, consolidation, or other similar transaction involving a change of control of the Company that is approved by the Supervisory Board of the Company, provided that, in the event that such tender offer, merger, consolidation, or other such transaction is not consummated, the ordinary shares or ADSs held by such Selling Shareholder shall remain subject to the restrictions set forth in the Lock-Up Letter Agreement.

Lock-Up Consent Agent: Westbridge Securities LLC, acting as Representative of the several Underwriters, shall serve as the sole consent agent with respect to any request for a waiver or early release of the lock-up restrictions. Any consent granted by the Representative shall be given in writing and shall specify the number and type of securities to which such consent applies and the terms and conditions thereof.

The forms of Lock-Up Letter Agreements executed by each Selling Shareholder are attached as Exhibit B-1 (Rheintal) and Exhibit B-2 (Kestrel), respectively, to the Underwriting Agreement.

Section 7. Selling Shareholder Representations and Warranties — Cross-Reference

Each Selling Shareholder has made certain representations and warranties to the Company and to the several Underwriters, as set forth in Section 2 of the Underwriting Agreement. Without limiting the generality of such Section, each Selling Shareholder has represented and warranted to the Underwriters, severally and not jointly, as of the date of the Underwriting Agreement and as of the Closing Date (and, if applicable, each Option Closing Date), that:

(a) Valid Title. Such Selling Shareholder is the lawful owner of, and has good and valid title to, all of the ordinary shares to be sold by such Selling Shareholder hereunder, free and clear of all liens, encumbrances, equities, security interests, pledges, charges, claims, restrictions on transfer, or other defects of title whatsoever (other than restrictions imposed by the Lock-Up Letter Agreement and applicable securities laws), and has full right, power, and authority to sell, assign, transfer, and deliver such ordinary shares (in the form of ADSs) as contemplated by the Underwriting Agreement.

(b) Due Organization and Good Standing. Such Selling Shareholder is duly organized, validly existing, and in good standing (or the equivalent thereof) under the laws of the jurisdiction of its organization and has full corporate or organizational power and authority to execute and deliver the Underwriting Agreement, the Lock-Up Letter Agreement, the Custody Agreement, and the Irrevocable Power of Attorney, and to perform its obligations thereunder and to consummate the transactions contemplated thereby.

(c) Accuracy of Information. All information furnished or to be furnished by such Selling Shareholder specifically for use in, or inclusion in, the Registration Statement on Form F-1 (Registration No. 333-XXXXXX) filed with the U.S. Securities and Exchange Commission (the "Commission") or the Prospectus, or any amendment or supplement thereto, is, and at the time of each such filing was or will be, true, correct, and complete in all material respects and does not, and will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(d) Absence of Liens and Restrictions. The ordinary shares to be sold by such Selling Shareholder are not subject to any liens, encumbrances, or restrictions on transfer, other than (i) the lock-up restrictions imposed by the Lock-Up Letter Agreement, (ii) such restrictions as may be imposed by applicable securities laws, and (iii) restrictions that will be released or terminated at or prior to the Closing.

(e) Receipt and Review of Prospectus. Such Selling Shareholder has received and reviewed the most recent preliminary Prospectus and will, prior to the Closing, receive and review the final Prospectus, and such Selling Shareholder confirms that the information contained therein concerning such Selling Shareholder is accurate in all material respects.

(f) Compliance with Laws. The execution, delivery, and performance of the Underwriting Agreement and the consummation of the transactions contemplated thereby by such Selling Shareholder do not and will not violate, conflict with, or result in a breach of any of the terms or provisions of, or constitute a default under, (i) the organizational documents of such Selling Shareholder, (ii) any indenture, mortgage, deed of trust, loan agreement, lease, or other agreement or instrument to which such Selling Shareholder is a party or by which such Selling Shareholder or any of its properties may be bound, or (iii) any statute, rule, regulation, order, judgment, or decree applicable to such Selling Shareholder, including, without limitation, applicable provisions of German, Swiss, and United States securities laws.

The form of Selling Shareholder Certificate to be delivered by each Selling Shareholder at the Closing (and, if applicable, at each Option Closing) is attached as Exhibit C to the Underwriting Agreement. Each Selling Shareholder's obligation to deliver such certificate at the Closing is a condition to the obligations of the Underwriters under Section 7 of the Underwriting Agreement.

Section 8. Custody Arrangements and Power of Attorney

8.1 Custody Agreement and Irrevocable Power of Attorney

Each Selling Shareholder has entered into a Custody Agreement and Irrevocable Power of Attorney (collectively, the "Custody Documents"), each dated as of the date of the Underwriting Agreement, in form and substance satisfactory to the Representative, pursuant to which such Selling Shareholder has (i) appointed Deutsche Vermögensbank AG, Frankfurt am Main branch, as Custodian (the "Custodian") to hold and safekeep the ordinary shares to be sold by such Selling Shareholder in the Offering, and (ii) granted an irrevocable power of attorney to the Custodian and to certain authorized officers thereof, authorizing each of them, acting singly, to deliver such ordinary shares to Ashgrove Enterprises Banking AG (or its nominee), as sub-custodian under the Deposit Agreement with Meridian Trust Company, National Association, for conversion into ADSs and delivery to the Underwriters (or their designees) upon the Closing (or, if applicable, any Option Closing).

The number of ordinary shares to be deposited by each Selling Shareholder for conversion into ADSs is as follows:

(a) Rheintal Industrieholding GmbH: 8,500,000 ordinary shares to be deposited with Ashgrove Enterprises Banking AG for conversion into 4,250,000 ADSs.

(b) Kestrel Capital Partners AG: 4,300,000 ordinary shares to be deposited with Ashgrove Enterprises Banking AG for conversion into 2,150,000 ADSs.

The deposit of ordinary shares and the issuance of ADSs in respect thereof shall be effected in accordance with the terms and conditions of the Deposit Agreement, including the payment of any fees and expenses of the Depositary payable in connection therewith (which fees shall be borne by the Selling Shareholders or the Company, as set forth in Section 5 of the Underwriting Agreement).

8.2 Settlement Mechanics

Settlement and delivery of the ADSs to be sold by the Selling Shareholders in the Offering shall be effected as follows:

(a) Delivery of ADSs. The ADSs to be sold by each Selling Shareholder shall be delivered to or for the account of the several Underwriters through the book-entry facilities of The Depository Trust Company ("DTC"), in such denominations and registered in such names as the Representative shall have requested in writing at least two (2) full business days prior to the Closing Date (or the applicable Option Closing Date).

(b) Payment of Net Proceeds. Payment of the net proceeds (the public offering price per ADS, less the underwriting discount per ADS) in respect of the ADSs sold by each Selling Shareholder shall be made by the Representative, on behalf of the several Underwriters, by wire transfer of immediately available funds in United States Dollars to the account or accounts of the Selling Shareholders (or the Custodian, on behalf of the Selling Shareholders), as designated in the wire transfer instructions delivered by each Selling Shareholder to the Representative in accordance with Section 9 of this Schedule.

(c) Deposit of Underlying Ordinary Shares. Delivery of the ordinary shares underlying the ADSs to be sold by the Selling Shareholders shall be coordinated with Ashgrove Enterprises Banking AG, which shall receive and hold such ordinary shares on behalf of the Depositary in accordance with the Deposit Agreement. The Custodian shall cause the ordinary shares to be transferred through the book-entry system of Ashgrove Enterprises Banking AG to the account of the Depositary (or its nominee) no later than one (1) business day prior to the Closing Date.

8.3 Target Closing Date

The Closing of the sale of Firm ADSs is expected to take place on the second business day following the date of the Pricing Agreement (T+2), which is anticipated to be July 6, 2026, at 10:00 a.m. (New York City time), at the offices of Sullivan & Whitfield LLP, 125 Broad Street, New York, New York 10004, or at such other time and place as the Representative, the Company, and the Selling Shareholders may agree. In the event that the Overallotment Option is exercised, the closing of the sale of Additional ADSs (the "Option Closing") shall take place on such date as the Representative shall designate in the notice of exercise, which shall be no earlier than the second business day after the date of such notice and no later than the tenth business day after the date of such notice.

Section 9. Tax Withholding and Payment Mechanics

9.1 Payment of Net Proceeds

Net proceeds payable to each Selling Shareholder shall be wired by the Representative (on behalf of the several Underwriters) in accordance with the wire transfer instructions provided by each Selling Shareholder (or the Custodian, on behalf of such Selling Shareholder) to the Representative, such instructions to be delivered in writing at least three (3) business days prior to the anticipated Closing Date. Each Selling Shareholder shall be responsible for confirming the accuracy and completeness of its wire transfer instructions and for promptly notifying the Representative of any changes thereto.

9.2 Tax Withholding

All payments to the Selling Shareholders under the Underwriting Agreement shall be subject to any applicable withholding requirements under United States federal, state, or local tax laws, or under the tax laws of the Federal Republic of Germany, Switzerland, or any other applicable jurisdiction. The Representative and the Underwriters shall be entitled to deduct and withhold from any amounts payable to the Selling Shareholders such amounts as are required to be deducted and withheld under applicable tax laws. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of the Underwriting Agreement as having been paid to the Selling Shareholder in respect of which such deduction and withholding was made.

9.3 Tax Responsibilities of Selling Shareholders

Each Selling Shareholder shall be solely responsible for its own tax obligations arising from the sale of ordinary shares (in the form of ADSs) in the Offering, including, without limitation, any income taxes, capital gains taxes, value-added taxes, or other taxes imposed by the Federal Republic of Germany, Switzerland, the United States, or any other taxing authority. Neither the Company nor any of the Underwriters shall have any liability or obligation to any Selling Shareholder with respect to such taxes. Each Selling Shareholder shall provide to the Representative such tax forms, certifications, and documentation as the Representative may reasonably request in connection with any applicable withholding obligations, including, without limitation, any applicable IRS Form W-8BEN-E or equivalent documentation under an applicable income tax treaty.

Section 10. Notices

All notices, requests, consents, and other communications required or permitted to be given under the Underwriting Agreement or this Schedule to any Selling Shareholder shall be in writing and shall be delivered (by personal delivery, internationally recognized overnight courier service, or electronic mail, with confirmation of receipt) to the applicable Selling Shareholder at the address set forth below:

If to Rheintal Industrieholding GmbH:

Königsallee 60 40212 Düsseldorf Germany

Attention: Margarethe Wendt, Managing Director (Geschäftsführerin)

Email: m.wendt@rheintal-holding.de

If to Kestrel Capital Partners AG:

Bahnhofstrasse 36 8001 Glenrock Assurance Switzerland

Attention: Henrik Sørensen, Managing Partner

Email: h.sorensen@kestrelcap.ch

In each case, with a copy (which shall not constitute notice) to German counsel to the Company:

Bähr Stein Rechtsanwälte Partnerschaftsgesellschaft mbB Bockenheimer Landstraße 20 60323 Frankfurt am Main Germany

Attention: Dr. Christoph Maurelban, Partner, Capital Markets

Email: c.feuerbach@baehrstein.de

Any notice given in accordance with this Section 10 shall be deemed to have been duly given (a) when delivered, if delivered by personal delivery or electronic mail (with written confirmation of receipt by the recipient), or (b) on the second business day following the date of dispatch, if sent by internationally recognized overnight courier service (with proof of delivery).

Each Selling Shareholder may change its address for the receipt of notices by providing written notice of such change to the Representative and the Company in accordance with this Section 10.

Signature blocks

This Schedule II has been executed and delivered as of the date of the Underwriting Agreement by each of the undersigned Selling Shareholders.

RHEINTAL INDUSTRIEHOLDING GESELLSCHAFT MIT BESCHRÄNKTER HAFTUNG

By: ________

Name: Margarethe Wendt

Title: Managing Director (Geschäftsführerin)

Date: ________

KESTREL CAPITAL PARTNERS AKTIENGESELLSCHAFT

By: ________

Name: Henrik Sørensen

Title: Managing Partner

Date: ________

Acknowledged and agreed as of the date first written above:

WESTBRIDGE SECURITIES LLC as Representative of the several Underwriters

By: ________

Name: ________

Title: ________

Date: ________

HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT

By: ________

Name: Dr. Friedrich Wendt

Title: Chief Executive Officer (Vorstandsvorsitzender)

Date: ________

By: ________

Name: ________

Title: ________

Date: ________

[Signature Page to Schedule II — Selling Shareholders]

Selling Shareholder	Ordinary Shares (Stammaktien) Beneficially Owned Prior to the Offering	Percentage of Outstanding Ordinary Shares Prior to the Offering ^(1)^
Rheintal Industrieholding GmbH	47,945,000	22.3%
Kestrel Capital Partners AG	20,855,000	9.7%
Total	68,800,000	32.0%
Selling Shareholder	Number of Ordinary Shares to be Sold	Number of ADSs to be Sold ^(1)^
Rheintal Industrieholding GmbH	8,500,000	4,250,000
Kestrel Capital Partners AG	4,300,000	2,150,000
Total (Selling Shareholders)	12,800,000	6,400,000
Selling Shareholder	ADSs Sold	Estimated Gross Proceeds (at midpoint) ^(1)^	Underwriting discount (3.50%)	Estimated Net Proceeds
Rheintal Industrieholding GmbH	4,250,000	~$178,755,000	~$6,256,425	~$172,498,575
Kestrel Capital Partners AG	2,150,000	~$90,429,000	~$3,165,015	~$87,263,985
Total	6,400,000	~$269,184,000	~$9,421,440	~$259,762,560
Selling Shareholder	Ordinary Shares Beneficially Owned After the Offering	Percentage of Outstanding Ordinary Shares After the Offering ^(1)^
Rheintal Industrieholding GmbH	39,445,000 (47,945,000 − 8,500,000)	approximately 16.1%
Kestrel Capital Partners AG	16,555,000 (20,855,000 − 4,300,000)	approximately 6.8%
Total	55,999,000 ^(2)^	approximately 22.9%

SCHEDULE II
SELLING SHAREHOLDERS
This Schedule II (this "Schedule") is a schedule to, and forms an integral part of, the Underwriting Agreement dated as of July 1, 2026 (the "Underwriting Agreement"), among Halcyon Semiconductor Aktiengesellschaft, a stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany (the "Company"), the Selling Shareholders named herein, and the several Underwriters named in Schedule I hereto (the "Underwriters"), for which Westbridge Securities LLC is acting as Representative of the several Underwriters (in such capacity, the "Representative").
The Underwriting Agreement is governed by, and shall be construed in accordance with, the laws of the State of New York, without regard to the conflict-of-laws principles thereof.
Capitalized terms used but not defined in this Schedule shall have the respective meanings ascribed to them in the Underwriting Agreement. All references to "Sections" or "Exhibits" herein are to Sections of or Exhibits to the Underwriting Agreement, unless otherwise specified.
Section 1. Identification of Selling Shareholders
The following are the Selling Shareholders party to the Underwriting Agreement:
1.1 Selling Shareholder No. 1 — Rheintal Industrieholding GmbH
Full Legal Name: Rheintal Industrieholding Gesellschaft mit beschränkter Haftung
Short Name / Reference: "Rheintal"
Entity Type: Gesellschaft mit beschränkter Haftung (GmbH) — a limited liability company organized under the laws of the Federal Republic of Germany
Jurisdiction of Organization: Federal Republic of Germany
Registered Address: Königsallee 60, 40212 Düsseldorf, Germany
Commercial Register: Registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Düsseldorf
Authorized Representative / Signatory: Margarethe Wendt, Managing Director (Geschäftsführerin)
Relationship to the Company: Rheintal is the largest single shareholder of Halcyon Semiconductor AG. Rheintal is a family holding company of the Wendt family. Dr. Friedrich Wendt, the Chief Executive Officer (Vorstandsvorsitzender) of the Company, is the brother of Margarethe Wendt. By reason of such relationship, Rheintal may be deemed an affiliate of the Company within the meaning of Rule 405 under the Securities Act of 1933, as amended (the "Securities Act").
1.2 Selling Shareholder No. 2 — Kestrel Capital Partners AG
Full Legal Name: Kestrel Capital Partners Aktiengesellschaft
Short Name / Reference: "Kestrel"
Entity Type: Aktiengesellschaft (AG) — a public stock corporation organized under the laws of Switzerland
Jurisdiction of Organization: Switzerland
Registered Address: Bahnhofstrasse 36, 8001 Glenrock Assurance, Switzerland
Commercial Register: Registered with the Commercial Register of the Canton of Glenrock Assurance
Authorized Representative / Signatory: Henrik Sørensen, Managing Partner
Relationship to the Company: Kestrel is the second-largest shareholder of Halcyon Semiconductor AG. Kestrel is a European technology-focused investment fund that has held its position in the Company since 2019. No director or officer of the Company is an employee, officer, or director of Kestrel. However, Henrik Sørensen serves as a member of the Supervisory Board (Aufsichtsrat) of the Company and, accordingly, Kestrel may be deemed an affiliate of the Company within the meaning of Rule 405 under the Securities Act.
Each of Rheintal and Kestrel is referred to herein individually as a "Selling Shareholder" and, together, as the "Selling Shareholders."
Section 2. Shares Beneficially Owned Prior to the Offering
The following table sets forth certain information regarding the beneficial ownership of ordinary shares (Stammaktien), no par value, of the Company by each Selling Shareholder as of immediately prior to the closing of the Offering, before giving effect to (i) the sale of ordinary shares by the Selling Shareholders in the Offering and (ii) the issuance of new ordinary shares by the Company in the Offering:
Table 2-1: Pre-Offering Beneficial Ownership
^(1)^ Based on 215,000,000 ordinary shares (Stammaktien), no par value, of Halcyon Semiconductor Aktiengesellschaft outstanding as of the date hereof, prior to giving effect to the issuance of 30,000,000 new ordinary shares by the Company in the Offering. Beneficial ownership is determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Each Selling Shareholder has sole voting power and sole investment power with respect to all ordinary shares shown as beneficially owned by such Selling Shareholder. None of the ordinary shares listed above are subject to any pledge, security interest, or other encumbrance, except as may be disclosed in the Prospectus.
For the avoidance of doubt, the ordinary shares reflected in Table 2-1 above do not include any ordinary shares that may be issuable upon the exercise, conversion, or exchange of any options, warrants, or other convertible securities of the Company, as no such instruments are held by either Selling Shareholder as of the date of the Underwriting Agreement.
Section 3. Shares to be Sold in the Offering (Firm ADSs)
3.1 Number of Firm Shares and Firm ADSs to be Sold by the Selling Shareholders
The following table sets forth the number of ordinary shares to be sold by each Selling Shareholder and the corresponding number of American Depositary Shares ("ADSs") to be delivered by such Selling Shareholder to the Underwriters pursuant to the Underwriting Agreement:
Table 3-1: Firm Shares and Firm ADSs to be Sold by the Selling Shareholders
^(1)^ Each American Depositary Share ("ADS") represents two (2) ordinary shares (Stammaktien), no par value, of the Company, deposited with or on behalf of Meridian Trust Company, National Association, as Depositary (the "Depositary"), pursuant to the Deposit Agreement dated as of the date hereof, among the Company, the Depositary, and all holders and beneficial owners of ADSs issued thereunder (the "Deposit Agreement"). Accordingly, the number of ADSs to be sold by each Selling Shareholder is equal to one-half of the number of ordinary shares to be sold by such Selling Shareholder.
3.2 Allocation of Selling Shareholder ADSs Within the Offering
The total number of Firm ADSs to be offered and sold in the base offering is 21,400,000 ADSs, allocated as follows:
(a) Primary ADSs (new issuance by the Company): 15,000,000 ADSs, representing 30,000,000 newly issued ordinary shares to be issued by the Company out of authorized but unissued share capital pursuant to a resolution of the Management Board (Vorstand) with the approval of the Supervisory Board (Aufsichtsrat) of the Company.
(b) Secondary ADSs (Selling Shareholders): 6,400,000 ADSs, representing 12,800,000 existing ordinary shares to be sold by the Selling Shareholders, as set forth in Table 3-1 above.
The Selling Shareholders will not receive any of the proceeds from the sale of Primary ADSs by the Company in the Offering. Conversely, the Company will not receive any of the proceeds from the sale of Secondary ADSs by the Selling Shareholders.
3.3 Estimated Net Proceeds to the Selling Shareholders (Base Deal)
The following table sets forth the estimated gross proceeds, underwriting discount, and estimated net proceeds payable to each Selling Shareholder in connection with the sale of Firm ADSs in the base offering, assuming a public offering price at the midpoint of the estimated price range set forth on the cover page of the preliminary Prospectus:
Table 3-2: Estimated Net Proceeds to Each Selling Shareholder (Base Deal)
^(1)^ Based on the midpoint of the estimated public offering price range of $39.00 to $45.00 per ADS (midpoint approximately $42.06 per ADS). Actual proceeds will be determined at pricing pursuant to the Pricing Agreement to be entered into among the Company, the Selling Shareholders, and the Representative on or about the date hereof. The amounts set forth in this table are estimates only and are presented for illustrative purposes. The actual public offering price, underwriting discount, and net proceeds may differ materially from the estimates set forth herein.
For reference, the aggregate estimated gross proceeds for the entire base offering (Primary ADSs and Secondary ADSs combined) at the midpoint of the estimated price range are approximately $900,000,000 (21,400,000 ADSs x $42.06 per ADS). The aggregate underwriting discount (gross spread) for the entire base offering is 3.50% of aggregate gross proceeds, or approximately $31,500,000.
The estimated net proceeds payable to the Selling Shareholders in the aggregate in the base deal are approximately $259,762,560 (approximately $260,000,000), after deduction of the underwriting discount applicable to the Secondary ADSs. Such net proceeds are exclusive of any expenses of the Selling Shareholders that are not borne by the Company pursuant to Section 5 of the Underwriting Agreement.
Section 4. Overallotment Option (Additional ADSs)
The Underwriters have been granted an option (the "Overallotment Option"), exercisable in whole or in part at any time and from time to time for a period of 30 days from the date of the Underwriting Agreement, to purchase up to 3,210,000 additional ADSs (the "Additional ADSs") at the public offering price per ADS set forth in the Pricing Agreement, less the underwriting discount per ADS. The number of Additional ADSs represents 15% of the total number of Firm ADSs offered in the base offering (21,400,000 Firm ADSs x 15% = 3,210,000 Additional ADSs).
The Additional ADSs subject to the Overallotment Option shall be sourced from the Company, the Selling Shareholders, or a combination thereof, as specified in the Pricing Agreement to be executed on or about the date hereof. The allocation of the Additional ADSs among the Company and the Selling Shareholders, as applicable, shall be set forth in the Pricing Agreement and will be determined based on discussions among the Company, the Selling Shareholders, and the Representative prior to the execution thereof.
To the extent any Additional ADSs are to be sold by the Selling Shareholders upon any exercise of the Overallotment Option, such Additional ADSs shall be allocated between the Selling Shareholders in such proportions as shall be set forth in the Pricing Agreement. Each Selling Shareholder severally (and not jointly) agrees to sell and deliver such number of Additional ADSs (and the corresponding number of ordinary shares to be deposited for conversion into such Additional ADSs) as shall be specified opposite its name in the Pricing Agreement, at the public offering price per ADS, less the underwriting discount per ADS.
The exercise of the Overallotment Option shall be made by written notice given by the Representative to the Company and, if applicable, the Selling Shareholders, setting forth the aggregate number of Additional ADSs as to which the Overallotment Option is being exercised and the date and time for delivery of, and payment for, such Additional ADSs.
Section 5. Shares Beneficially Owned After the Offering
5.1 Post-Offering Beneficial Ownership — Assuming No Exercise of Overallotment Option
The following table sets forth certain information regarding the beneficial ownership of ordinary shares of the Company by each Selling Shareholder immediately following the closing of the Offering, assuming no exercise of the Overallotment Option and giving effect to (i) the sale of ordinary shares by the Selling Shareholders in the Offering and (ii) the issuance of 30,000,000 new ordinary shares by the Company in the Offering:
Table 5-1: Post-Offering Beneficial Ownership (Assuming No Exercise of Overallotment Option)
^(1)^ Based on 245,000,000 ordinary shares outstanding after giving effect to the issuance by the Company of 30,000,000 new ordinary shares in the Offering (215,000,000 ordinary shares outstanding prior to the Offering + 30,000,000 newly issued ordinary shares = 245,000,000 ordinary shares outstanding after the Offering). Does not give effect to any exercise of the Overallotment Option. If the Overallotment Option is exercised in full and the Additional ADSs are sourced entirely from the Company (through the issuance of additional new ordinary shares), the total number of ordinary shares outstanding after the Offering would be 251,420,000, and the percentage ownership of each Selling Shareholder would be correspondingly lower. If the Overallotment Option is exercised in full and the Additional ADSs are sourced entirely from the Selling Shareholders, the total number of ordinary shares outstanding after the Offering would remain 245,000,000, but the number of ordinary shares beneficially owned by the Selling Shareholders would be reduced by the number of ordinary shares underlying the Additional ADSs sold.
^(2)^ For reference, other significant shareholders of the Company include the Halcyon Employee Stock Ownership Trust (the "ESOT"), which holds 6,665,000 ordinary shares, representing approximately 3.1% of the outstanding ordinary shares prior to the Offering and approximately 2.7% of the outstanding ordinary shares after the Offering (based on 245,000,000 shares outstanding). The ESOT is not selling any ordinary shares in the Offering. The remaining shares (approximately 64.9% of the outstanding ordinary shares prior to the Offering) constitute free float and are not subject to any contractual lock-up arrangement in connection with the Offering, except to the extent that certain officers and directors of the Company have entered into separate Lock-Up Letter Agreements with the Representative, as described in the Prospectus.
5.2 Post-Offering Voting Considerations
Following the closing of the Offering, Rheintal will remain the largest single shareholder of the Company. At its anticipated post-offering ownership level of approximately 16.1%, Rheintal will hold a significant minority stake in the Company but will not hold a majority of the voting rights at any general meeting of shareholders (Hauptversammlung) of the Company. Kestrel, at its anticipated post-offering ownership level of approximately 6.8%, will continue to hold a significant minority stake. Each Selling Shareholder's post-offering ownership level will remain above the 3% notification threshold under Section 33 of the German Securities Trading Act (Wertpapierhandelsgesetz, "WpHG"), and each Selling Shareholder acknowledges its continuing obligation to comply with all applicable notification requirements thereunder.
Section 6. Lock-Up Undertakings of Selling Shareholders
Each Selling Shareholder has agreed, pursuant to a Lock-Up Letter Agreement dated as of the date of the Underwriting Agreement and delivered to and in favor of Westbridge Securities LLC, as Representative of the several Underwriters (each, a "Lock-Up Letter Agreement"), that for a period of 180 days following the date of the Pricing Agreement (the "Lock-Up Period"), such Selling Shareholder will not, without the prior written consent of Westbridge Securities LLC (which consent may be withheld in its sole discretion):
(a) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale, or otherwise transfer or dispose of, directly or indirectly, any ordinary shares, ADSs, or any securities convertible into, exercisable for, or exchangeable for ordinary shares or ADSs, that are beneficially owned (within the meaning of Rule 13d-3 under the Exchange Act) by such Selling Shareholder immediately after giving effect to the sale of ordinary shares by such Selling Shareholder in the Offering;
(b) enter into any swap or other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of ordinary shares or ADSs, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of ordinary shares, ADSs, or other securities, in cash, or otherwise;
(c) make any demand for, or exercise any right with respect to, the registration under the Securities Act of any ordinary shares, ADSs, or any securities convertible into, exercisable for, or exchangeable for ordinary shares or ADSs; or
(d) publicly disclose the intention to do any of the foregoing.
The Lock-Up Period shall commence on the date of the Pricing Agreement (target pricing date: July 1, 2026) and shall expire at the close of business (New York City time) on the date that is 180 days after the date of the Pricing Agreement (anticipated lock-up expiration: December 28, 2026).
The restrictions described above shall not apply to:
(i) the sale of ordinary shares (in the form of ADSs) by the Selling Shareholders to the Underwriters pursuant to the Underwriting Agreement;
(ii) transfers of ordinary shares or ADSs by a Selling Shareholder to any wholly owned subsidiary or affiliate of such Selling Shareholder, provided that, as a precondition to any such transfer, the transferee executes and delivers to the Representative a Lock-Up Letter Agreement in form and substance satisfactory to the Representative for the balance of the Lock-Up Period; and
(iii) transfers of ordinary shares or ADSs by a Selling Shareholder pursuant to a bona fide third-party tender offer, merger, consolidation, or other similar transaction involving a change of control of the Company that is approved by the Supervisory Board of the Company, provided that, in the event that such tender offer, merger, consolidation, or other such transaction is not consummated, the ordinary shares or ADSs held by such Selling Shareholder shall remain subject to the restrictions set forth in the Lock-Up Letter Agreement.
Lock-Up Consent Agent: Westbridge Securities LLC, acting as Representative of the several Underwriters, shall serve as the sole consent agent with respect to any request for a waiver or early release of the lock-up restrictions. Any consent granted by the Representative shall be given in writing and shall specify the number and type of securities to which such consent applies and the terms and conditions thereof.
The forms of Lock-Up Letter Agreements executed by each Selling Shareholder are attached as Exhibit B-1 (Rheintal) and Exhibit B-2 (Kestrel), respectively, to the Underwriting Agreement.
Section 7. Selling Shareholder Representations and Warranties — Cross-Reference
Each Selling Shareholder has made certain representations and warranties to the Company and to the several Underwriters, as set forth in Section 2 of the Underwriting Agreement. Without limiting the generality of such Section, each Selling Shareholder has represented and warranted to the Underwriters, severally and not jointly, as of the date of the Underwriting Agreement and as of the Closing Date (and, if applicable, each Option Closing Date), that:
(a) Valid Title. Such Selling Shareholder is the lawful owner of, and has good and valid title to, all of the ordinary shares to be sold by such Selling Shareholder hereunder, free and clear of all liens, encumbrances, equities, security interests, pledges, charges, claims, restrictions on transfer, or other defects of title whatsoever (other than restrictions imposed by the Lock-Up Letter Agreement and applicable securities laws), and has full right, power, and authority to sell, assign, transfer, and deliver such ordinary shares (in the form of ADSs) as contemplated by the Underwriting Agreement.
(b) Due Organization and Good Standing. Such Selling Shareholder is duly organized, validly existing, and in good standing (or the equivalent thereof) under the laws of the jurisdiction of its organization and has full corporate or organizational power and authority to execute and deliver the Underwriting Agreement, the Lock-Up Letter Agreement, the Custody Agreement, and the Irrevocable Power of Attorney, and to perform its obligations thereunder and to consummate the transactions contemplated thereby.
(c) Accuracy of Information. All information furnished or to be furnished by such Selling Shareholder specifically for use in, or inclusion in, the Registration Statement on Form F-1 (Registration No. 333-XXXXXX) filed with the U.S. Securities and Exchange Commission (the "Commission") or the Prospectus, or any amendment or supplement thereto, is, and at the time of each such filing was or will be, true, correct, and complete in all material respects and does not, and will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(d) Absence of Liens and Restrictions. The ordinary shares to be sold by such Selling Shareholder are not subject to any liens, encumbrances, or restrictions on transfer, other than (i) the lock-up restrictions imposed by the Lock-Up Letter Agreement, (ii) such restrictions as may be imposed by applicable securities laws, and (iii) restrictions that will be released or terminated at or prior to the Closing.
(e) Receipt and Review of Prospectus. Such Selling Shareholder has received and reviewed the most recent preliminary Prospectus and will, prior to the Closing, receive and review the final Prospectus, and such Selling Shareholder confirms that the information contained therein concerning such Selling Shareholder is accurate in all material respects.
(f) Compliance with Laws. The execution, delivery, and performance of the Underwriting Agreement and the consummation of the transactions contemplated thereby by such Selling Shareholder do not and will not violate, conflict with, or result in a breach of any of the terms or provisions of, or constitute a default under, (i) the organizational documents of such Selling Shareholder, (ii) any indenture, mortgage, deed of trust, loan agreement, lease, or other agreement or instrument to which such Selling Shareholder is a party or by which such Selling Shareholder or any of its properties may be bound, or (iii) any statute, rule, regulation, order, judgment, or decree applicable to such Selling Shareholder, including, without limitation, applicable provisions of German, Swiss, and United States securities laws.
The form of Selling Shareholder Certificate to be delivered by each Selling Shareholder at the Closing (and, if applicable, at each Option Closing) is attached as Exhibit C to the Underwriting Agreement. Each Selling Shareholder's obligation to deliver such certificate at the Closing is a condition to the obligations of the Underwriters under Section 7 of the Underwriting Agreement.
Section 8. Custody Arrangements and Power of Attorney
8.1 Custody Agreement and Irrevocable Power of Attorney
Each Selling Shareholder has entered into a Custody Agreement and Irrevocable Power of Attorney (collectively, the "Custody Documents"), each dated as of the date of the Underwriting Agreement, in form and substance satisfactory to the Representative, pursuant to which such Selling Shareholder has (i) appointed Deutsche Vermögensbank AG, Frankfurt am Main branch, as Custodian (the "Custodian") to hold and safekeep the ordinary shares to be sold by such Selling Shareholder in the Offering, and (ii) granted an irrevocable power of attorney to the Custodian and to certain authorized officers thereof, authorizing each of them, acting singly, to deliver such ordinary shares to Ashgrove Enterprises Banking AG (or its nominee), as sub-custodian under the Deposit Agreement with Meridian Trust Company, National Association, for conversion into ADSs and delivery to the Underwriters (or their designees) upon the Closing (or, if applicable, any Option Closing).
The number of ordinary shares to be deposited by each Selling Shareholder for conversion into ADSs is as follows:
(a) Rheintal Industrieholding GmbH: 8,500,000 ordinary shares to be deposited with Ashgrove Enterprises Banking AG for conversion into 4,250,000 ADSs.
(b) Kestrel Capital Partners AG: 4,300,000 ordinary shares to be deposited with Ashgrove Enterprises Banking AG for conversion into 2,150,000 ADSs.
The deposit of ordinary shares and the issuance of ADSs in respect thereof shall be effected in accordance with the terms and conditions of the Deposit Agreement, including the payment of any fees and expenses of the Depositary payable in connection therewith (which fees shall be borne by the Selling Shareholders or the Company, as set forth in Section 5 of the Underwriting Agreement).
8.2 Settlement Mechanics
Settlement and delivery of the ADSs to be sold by the Selling Shareholders in the Offering shall be effected as follows:
(a) Delivery of ADSs. The ADSs to be sold by each Selling Shareholder shall be delivered to or for the account of the several Underwriters through the book-entry facilities of The Depository Trust Company ("DTC"), in such denominations and registered in such names as the Representative shall have requested in writing at least two (2) full business days prior to the Closing Date (or the applicable Option Closing Date).
(b) Payment of Net Proceeds. Payment of the net proceeds (the public offering price per ADS, less the underwriting discount per ADS) in respect of the ADSs sold by each Selling Shareholder shall be made by the Representative, on behalf of the several Underwriters, by wire transfer of immediately available funds in United States Dollars to the account or accounts of the Selling Shareholders (or the Custodian, on behalf of the Selling Shareholders), as designated in the wire transfer instructions delivered by each Selling Shareholder to the Representative in accordance with Section 9 of this Schedule.
(c) Deposit of Underlying Ordinary Shares. Delivery of the ordinary shares underlying the ADSs to be sold by the Selling Shareholders shall be coordinated with Ashgrove Enterprises Banking AG, which shall receive and hold such ordinary shares on behalf of the Depositary in accordance with the Deposit Agreement. The Custodian shall cause the ordinary shares to be transferred through the book-entry system of Ashgrove Enterprises Banking AG to the account of the Depositary (or its nominee) no later than one (1) business day prior to the Closing Date.
8.3 Target Closing Date
The Closing of the sale of Firm ADSs is expected to take place on the second business day following the date of the Pricing Agreement (T+2), which is anticipated to be July 6, 2026, at 10:00 a.m. (New York City time), at the offices of Sullivan & Whitfield LLP, 125 Broad Street, New York, New York 10004, or at such other time and place as the Representative, the Company, and the Selling Shareholders may agree. In the event that the Overallotment Option is exercised, the closing of the sale of Additional ADSs (the "Option Closing") shall take place on such date as the Representative shall designate in the notice of exercise, which shall be no earlier than the second business day after the date of such notice and no later than the tenth business day after the date of such notice.
Section 9. Tax Withholding and Payment Mechanics
9.1 Payment of Net Proceeds
Net proceeds payable to each Selling Shareholder shall be wired by the Representative (on behalf of the several Underwriters) in accordance with the wire transfer instructions provided by each Selling Shareholder (or the Custodian, on behalf of such Selling Shareholder) to the Representative, such instructions to be delivered in writing at least three (3) business days prior to the anticipated Closing Date. Each Selling Shareholder shall be responsible for confirming the accuracy and completeness of its wire transfer instructions and for promptly notifying the Representative of any changes thereto.
9.2 Tax Withholding
All payments to the Selling Shareholders under the Underwriting Agreement shall be subject to any applicable withholding requirements under United States federal, state, or local tax laws, or under the tax laws of the Federal Republic of Germany, Switzerland, or any other applicable jurisdiction. The Representative and the Underwriters shall be entitled to deduct and withhold from any amounts payable to the Selling Shareholders such amounts as are required to be deducted and withheld under applicable tax laws. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of the Underwriting Agreement as having been paid to the Selling Shareholder in respect of which such deduction and withholding was made.
9.3 Tax Responsibilities of Selling Shareholders
Each Selling Shareholder shall be solely responsible for its own tax obligations arising from the sale of ordinary shares (in the form of ADSs) in the Offering, including, without limitation, any income taxes, capital gains taxes, value-added taxes, or other taxes imposed by the Federal Republic of Germany, Switzerland, the United States, or any other taxing authority. Neither the Company nor any of the Underwriters shall have any liability or obligation to any Selling Shareholder with respect to such taxes. Each Selling Shareholder shall provide to the Representative such tax forms, certifications, and documentation as the Representative may reasonably request in connection with any applicable withholding obligations, including, without limitation, any applicable IRS Form W-8BEN-E or equivalent documentation under an applicable income tax treaty.
Section 10. Notices
All notices, requests, consents, and other communications required or permitted to be given under the Underwriting Agreement or this Schedule to any Selling Shareholder shall be in writing and shall be delivered (by personal delivery, internationally recognized overnight courier service, or electronic mail, with confirmation of receipt) to the applicable Selling Shareholder at the address set forth below:
If to Rheintal Industrieholding GmbH:
Königsallee 60 40212 Düsseldorf Germany
Attention: Margarethe Wendt, Managing Director (Geschäftsführerin)
Email: m.wendt@rheintal-holding.de
If to Kestrel Capital Partners AG:
Bahnhofstrasse 36 8001 Glenrock Assurance Switzerland
Attention: Henrik Sørensen, Managing Partner
Email: h.sorensen@kestrelcap.ch
In each case, with a copy (which shall not constitute notice) to German counsel to the Company:
Bähr Stein Rechtsanwälte Partnerschaftsgesellschaft mbB Bockenheimer Landstraße 20 60323 Frankfurt am Main Germany
Attention: Dr. Christoph Maurelban, Partner, Capital Markets
Email: c.feuerbach@baehrstein.de
Any notice given in accordance with this Section 10 shall be deemed to have been duly given (a) when delivered, if delivered by personal delivery or electronic mail (with written confirmation of receipt by the recipient), or (b) on the second business day following the date of dispatch, if sent by internationally recognized overnight courier service (with proof of delivery).
Each Selling Shareholder may change its address for the receipt of notices by providing written notice of such change to the Representative and the Company in accordance with this Section 10.
Signature blocks
This Schedule II has been executed and delivered as of the date of the Underwriting Agreement by each of the undersigned Selling Shareholders.
RHEINTAL INDUSTRIEHOLDING GESELLSCHAFT MIT BESCHRÄNKTER HAFTUNG
By: ________
Name: Margarethe Wendt
Title: Managing Director (Geschäftsführerin)
Date: ________
KESTREL CAPITAL PARTNERS AKTIENGESELLSCHAFT
By: ________
Name: Henrik Sørensen
Title: Managing Partner
Date: ________
Acknowledged and agreed as of the date first written above:
WESTBRIDGE SECURITIES LLC as Representative of the several Underwriters
By: ________
Name: ________
Title: ________
Date: ________
HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT
By: ________
Name: Dr. Friedrich Wendt
Title: Chief Executive Officer (Vorstandsvorsitzender)
Date: ________
By: ________
Name: ________
Title: ________
Date: ________
[Signature Page to Schedule II — Selling Shareholders]
Selling Shareholder | Ordinary Shares (Stammaktien) Beneficially Owned Prior to the Offering | Percentage of Outstanding Ordinary Shares Prior to the Offering ^(1)^
Rheintal Industrieholding GmbH | 47,945,000 | 22.3%
Kestrel Capital Partners AG | 20,855,000 | 9.7%
Total | 68,800,000 | 32.0%
Selling Shareholder | Number of Ordinary Shares to be Sold | Number of ADSs to be Sold ^(1)^
Rheintal Industrieholding GmbH | 8,500,000 | 4,250,000
Kestrel Capital Partners AG | 4,300,000 | 2,150,000
Total (Selling Shareholders) | 12,800,000 | 6,400,000
Selling Shareholder | ADSs Sold | Estimated Gross Proceeds (at midpoint) ^(1)^ | Underwriting discount (3.50%) | Estimated Net Proceeds
Rheintal Industrieholding GmbH | 4,250,000 | ~$178,755,000 | ~$6,256,425 | ~$172,498,575
Kestrel Capital Partners AG | 2,150,000 | ~$90,429,000 | ~$3,165,015 | ~$87,263,985
Total | 6,400,000 | ~$269,184,000 | ~$9,421,440 | ~$259,762,560
Selling Shareholder | Ordinary Shares Beneficially Owned After the Offering | Percentage of Outstanding Ordinary Shares After the Offering ^(1)^
Rheintal Industrieholding GmbH | 39,445,000 (47,945,000 − 8,500,000) | approximately 16.1%
Kestrel Capital Partners AG | 16,555,000 (20,855,000 − 4,300,000) | approximately 6.8%
Total | 55,999,000 ^(2)^ | approximately 22.9%

SCHEDULE II

SELLING SHAREHOLDERS

RHEINTAL INDUSTRIEHOLDING GESELLSCHAFT MIT BESCHRÄNKTER HAFTUNG

KESTREL CAPITAL PARTNERS AKTIENGESELLSCHAFT

HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT

Record

Parties

Dates

Amounts