1032-00005 · Whitfield, Prager & Loomis LLP · Pre-Signing/Corporate

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CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED — ATTORNEY WORK PRODUCT

Calderwood & Harkness LLP 599 Lexington Avenue, 38th Floor New York, NY 10022

Engagement No. 1032-00005

RESOLUTIONS OF THE SUPERVISORY BOARD (*AUFSICHTSRAT*) OF HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT

Adopted at a Special Meeting of the Supervisory Board

June 5, 2023

DRAFT — FOR DISCUSSION PURPOSES

Prepared by Outside Counsel Calderwood & Harkness LLP

I. PREAMBLE AND RECITALS

Halcyon Semiconductor Aktiengesellschaft (the "Company" or "Halcyon"), a stock corporation (Aktiengesellschaft) organized and existing under the laws of the Federal Republic of Germany, with its registered office at Halcyon-Platz 1, 81739 München, Germany, registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Munich under registration number HRB 178254, with shares listed on the Frankfurt Stock Exchange (FSE: HSAG) and American Depositary Receipts listed on the Nasdaq Global Select Market (Nasdaq: HCYN).

The Supervisory Board (Aufsichtsrat) of the Company (the "Supervisory Board") convened a special meeting (the "Meeting") on June 5, 2023, at the registered offices of the Company in Munich, Germany, commencing at 10:00 a.m. Central European Time. The Meeting was presided over by Prof. Dr. Friedrich Wendt, in his capacity as Chair of the Supervisory Board (Vorsitzender des Aufsichtsrats).

It was noted and confirmed that a quorum for the transaction of business was present at the Meeting, with all members of the Supervisory Board being present in person or represented by proxy in accordance with the requirements of the Company's articles of association (Satzung) and the internal rules of procedure of the Supervisory Board (Geschäftsordnung des Aufsichtsrats). Proper notice of the Meeting had been duly given to all members of the Supervisory Board in accordance with the applicable provisions of the Satzung and the internal rules of procedure, and all members had waived any deficiency in notice to the extent required.

The Supervisory Board acted in accordance with the applicable provisions of the German Stock Corporation Act (Aktiengesetz, "AktG"), in particular §§ 108, 111, and 116 AktG, as well as the applicable provisions of the Company's Satzung and the internal rules of procedure of the Supervisory Board, each of which requires the prior approval of the Supervisory Board for certain significant transactions, including acquisitions exceeding certain financial thresholds as set forth in the catalogue of transactions requiring approval (Zustimmungskatalog) maintained by the Supervisory Board.

The Supervisory Board adopted the following resolutions on the basis of the recitals, presentations, and materials described below:

WHEREAS, the Management Board (Vorstand) of Halcyon Semiconductor AG, including Dr. Katarina Breuer, Chief Executive Officer (Vorstandsvorsitzende), and Markus Ellinger, Chief Financial Officer (Finanzvorstand) (collectively, the "Vorstand"), has presented to the Supervisory Board a detailed proposal for the potential acquisition by the Company of all of the outstanding equity interests in Vectris Photonics, Inc. (the "Target" or "Vectris"), and the Supervisory Board has received and reviewed such proposal and the accompanying materials in connection therewith;

WHEREAS, Vectris Photonics, Inc. is a corporation organized under the laws of the State of Delaware, United States of America, with Delaware Secretary of State File Number 5918437, headquartered at 4750 Ridgepoint Drive, Suite 300, San Jose, California 95134, United States. Vectris is a fabless designer and developer of silicon photonics transceivers and co-packaged optics ("CPO") chiplets for hyperscale data center interconnects. The Target is a leading innovator in photonic integrated circuit design, with particular expertise in 800G and next-generation 1.6T transceiver modules optimized for artificial intelligence and machine learning workloads in hyperscale data center environments;

WHEREAS, according to the information presented by the Vorstand and confirmed by preliminary due diligence conducted by the Company's advisors, Vectris holds one hundred eighty-seven (187) issued United States patents and forty-three (43) pending patent applications covering silicon photonics transceiver architectures, CPO packaging technologies, and related manufacturing processes, constituting a substantial and strategically valuable intellectual property portfolio. Vectris reported fiscal year 2022 ("FY2022") revenue of approximately three hundred twelve million U.S. dollars ($312,000,000), fiscal year 2022 earnings before interest, taxes, depreciation and amortization ("EBITDA") of approximately seventy-four million U.S. dollars ($74,000,000), and employs approximately one thousand four hundred fifty (1,450) persons across its facilities in San Jose, California; Austin, Texas; and Penang, Malaysia;

WHEREAS, the Vorstand has proposed that the acquisition be structured as an all-cash reverse triangular merger under the Delaware General Corporation Law ("DGCL"), Title 8, Chapter 1 of the Delaware Code, pursuant to which a newly formed, wholly owned Delaware subsidiary of Halcyon (the "Merger Subsidiary") would merge with and into Vectris, with Vectris surviving the merger as a wholly owned subsidiary of Halcyon (the "Merger"), and all outstanding shares of common stock of Vectris and all vested and unvested equity awards (including stock options, restricted stock units, and warrants) would be cancelled and converted into the right to receive cash consideration;

WHEREAS, the aggregate equity consideration for the proposed acquisition (the "Transaction") is expected to be up to eight hundred million U.S. dollars ($800,000,000) (the "Aggregate Consideration"), representing an implied per-share price of approximately thirteen U.S. dollars and seventy cents ($13.70) based on fully diluted shares of Vectris common stock of approximately fifty-eight million three hundred ninety-four thousand one hundred sixty (58,394,160), inclusive of all in-the-money stock options, unvested restricted stock units, and other dilutive securities. The implied per-share price represents a premium of approximately 39.5% over the unaffected closing share price of nine U.S. dollars and eighty-two cents ($9.82) on May 19, 2023, the last trading day prior to the date on which the Vorstand first communicated the proposal to the board of directors of Vectris. The implied enterprise value, based on publicly available information regarding the Target's net debt and cash position, is approximately seven hundred eighty-five million U.S. dollars ($785,000,000), representing an enterprise value to FY2022 EBITDA multiple of approximately 10.6x;

WHEREAS, the Supervisory Board has considered the Transaction in the context of the Company's overall financial position, strategic objectives, and capital allocation priorities. Halcyon's FY2022 revenue was approximately six billion eight hundred million euros (€6,800,000,000), and the Company's approximate market capitalization as of the date hereof is approximately twenty-two billion four hundred million euros (€22,400,000,000). The proposed Aggregate Consideration of $800,000,000 (approximately €740,000,000 at current exchange rates) represents approximately 3.3% of the Company's current market capitalization and approximately 10.9% of the Company's FY2022 revenue. The Supervisory Board is satisfied that the Transaction, at the proposed consideration levels, is within the Company's financial capacity and is consistent with the Company's stated strategy of expansion into high-growth adjacencies within the semiconductor value chain;

WHEREAS, the Vorstand has engaged Ridgeline Partners LLC ("Ridgeline Partners"), a financial advisory firm with offices at 280 Park Avenue, 22nd Floor, New York, New York 10017 (lead managing director: Nathaniel Cross), as financial advisor to the Company in connection with the proposed acquisition. The engagement terms provide for an advisory fee of 0.40% of deal value (three million two hundred thousand U.S. dollars ($3,200,000)) payable upon the signing of a definitive agreement, plus a success fee of 0.10% of deal value (eight hundred thousand U.S. dollars ($800,000)) payable upon the closing of the Transaction, for a total advisory fee of four million U.S. dollars ($4,000,000) if the Transaction closes. Ridgeline Partners has delivered to the Vorstand a preliminary valuation analysis of the Target and has indicated its expectation that it will be in a position to deliver a fairness opinion at or prior to the time of execution of the definitive agreement;

WHEREAS, the Vorstand has engaged Calderwood & Harkness LLP ("Calderwood & Harkness"), with offices at 599 Lexington Avenue, 38th Floor, New York, New York 10022 (responsible partner: Oliver Mackenzie; billing partner: Harrison Wexford; antitrust specialist partner: Howard Bellamy), as outside legal counsel to the Company for the proposed acquisition. Calderwood & Harkness is advising the Company on all aspects of the Transaction, including the negotiation and documentation of the definitive merger agreement and ancillary agreements, regulatory and antitrust matters, Delaware corporate law, and cross-border structuring considerations;

WHEREAS, the Vorstand has presented to the Supervisory Board a preliminary assessment of competitive and regulatory considerations relating to the proposed acquisition, including but not limited to the following:

(a) The proposed Transaction will require the filing of a premerger notification under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (15 U.S.C. § 18a) (the "HSR Act") with the United States Federal Trade Commission ("FTC") and the Antitrust Division of the United States Department of Justice ("DOJ"), and the parties will be required to observe the applicable waiting period (thirty (30) days from the date of filing, subject to early termination or extension in the event of a second request for additional information) prior to consummation of the Merger;

(b) The proposed Transaction will require notification to the European Commission under Council Regulation (EC) No. 139/2004 (the "European Union Merger Regulation" or "EUMR") by means of a Form CO notification, as the combined revenues of the parties exceed the applicable jurisdictional thresholds set forth in Article 1 of the EUMR;

(c) Additional antitrust, competition, or foreign investment review filings may be required in other jurisdictions, including but not limited to the United Kingdom (Competition and Markets Authority), the People's Republic of China (State Administration for Market Regulation), the Republic of Korea (Korea Fair Trade Commission), and the Committee on Foreign Investment in the United States ("CFIUS"), the necessity of which shall be assessed by Calderwood & Harkness and the Vorstand in due course;

(d) Based on publicly available market data, industry reports, and the preliminary analysis prepared by Ridgeline Partners and Calderwood & Harkness, the combined entity following consummation of the Merger may hold an estimated approximately forty-seven percent (47%) share of the U.S. market for silicon photonics transceiver modules (with Halcyon holding approximately nineteen percent (19%) and Vectris holding approximately twenty-eight percent (28%)), and approximately thirty-eight percent (38%) of the European Economic Area ("EEA") market for co-packaged optics chiplets. The Supervisory Board acknowledges that these market share estimates are preliminary and subject to further refinement based on the market definition adopted by the relevant competition authorities, and that the concentrated market position in certain product segments may result in heightened regulatory scrutiny and a potential requirement for remedies or commitments;

WHEREAS, the Vorstand has informed the Supervisory Board that the proposed financing structure for the Transaction contemplates a combination of (i) cash on hand held by the Company and its subsidiaries in an amount of approximately three hundred million U.S. dollars ($300,000,000), which includes cash held in the Company's U.S. dollar-denominated treasury accounts and amounts available for repatriation from the Company's U.S. subsidiary, Halcyon Semiconductor Inc. (Delaware), and (ii) a committed senior secured term loan facility of up to five hundred million U.S. dollars ($500,000,000) (the "Term Loan Facility") to be provided by Meridian Atlantic Bank, N.A. ("Meridian Atlantic"), 383 Madison Avenue, New York, New York 10179, on terms substantially consistent with the preliminary term sheet dated May 28, 2023, which has been reviewed by the Supervisory Board. The Term Loan Facility is expected to bear interest at the Secured Overnight Financing Rate ("SOFR") plus a margin of 175 to 225 basis points, with a maturity of five (5) years and customary covenants, representations, and events of default;

WHEREAS, the Vorstand recommends that the acquisition of Vectris represents a strategically compelling opportunity to expand Halcyon's presence in silicon photonics technology, strengthen the Company's product portfolio for hyperscale data center applications, and accelerate the Company's growth in the rapidly expanding market for optical interconnect solutions. The Vorstand has identified the following principal strategic rationales for the Transaction: (i) acquisition of Vectris's industry-leading silicon photonics intellectual property and engineering talent; (ii) creation of a vertically integrated platform offering both electronic and photonic semiconductor solutions; (iii) significant revenue synergy potential from cross-selling opportunities into Halcyon's existing hyperscaler customer base; (iv) estimated annual run-rate cost synergies of approximately $35,000,000 to $45,000,000 achievable within twenty-four (24) months following closing, primarily from consolidation of research and development operations and supply chain optimization; and (v) enhancement of the Company's competitive position against key industry participants;

WHEREAS, the Supervisory Board has reviewed and considered the materials presented by the Vorstand in connection with the proposed acquisition, including, without limitation, (i) the preliminary due diligence summary prepared by the Vorstand and the Company's advisors, (ii) the financial projections and pro forma financial model prepared by the Vorstand with the assistance of Ridgeline Partners, (iii) the competitive analysis and market overview, (iv) the preliminary valuation analysis prepared by Ridgeline Partners, (v) the preliminary legal assessment and risk analysis prepared by Calderwood & Harkness, including the antitrust risk assessment, and (vi) the oral presentations delivered by the Vorstand, Ridgeline Partners, and Calderwood & Harkness at the Meeting. The Supervisory Board has had full opportunity to ask questions of and receive answers from the Vorstand and the Company's advisors concerning the proposed Transaction;

NOW, THEREFORE, having carefully considered and deliberated upon the foregoing, and having received and considered the advice and recommendations of the Vorstand and the Company's financial and legal advisors, the Supervisory Board of Halcyon Semiconductor Aktiengesellschaft hereby adopts the following resolutions:

II. RESOLUTIONS

Resolution 1: Approval of the Proposed Acquisition

BE IT RESOLVED, that the Supervisory Board hereby approves the pursuit by the Vorstand of the acquisition of all of the outstanding equity interests (including all shares of common stock, stock options, restricted stock units, warrants, and all other equity or equity-linked securities) in Vectris Photonics, Inc. (the "Target") for aggregate cash consideration of up to eight hundred million U.S. dollars ($800,000,000) (the "Aggregate Consideration"), to be structured as a reverse triangular merger under the Delaware General Corporation Law, pursuant to which a newly formed, wholly owned Delaware subsidiary of Halcyon (the "Merger Subsidiary") shall merge with and into Vectris, with Vectris surviving the merger as a wholly owned subsidiary of Halcyon (the "Transaction").

The Supervisory Board's approval of the Transaction is granted on the express understanding and subject to the condition that:

(a) The Aggregate Consideration for the Transaction shall not exceed $800,000,000 without further approval of the Supervisory Board;

(b) The Vorstand shall present the final definitive documentation for the Transaction, including without limitation the definitive Agreement and Plan of Merger and all material ancillary agreements, to the Supervisory Board for review and, to the extent required under the Satzung or applicable law, for approval prior to execution thereof;

(c) The terms of the definitive documentation shall be in all material respects consistent with the terms and parameters presented to the Supervisory Board at the Meeting and as described in these resolutions;

(d) The Vorstand shall keep the Supervisory Board regularly informed of the progress of negotiations, due diligence, and regulatory proceedings in connection with the Transaction, and shall promptly notify the Chair of the Supervisory Board of any material developments or material deviations from the terms and parameters approved herein; and

(e) Nothing in this resolution shall be construed to limit or modify the rights and obligations of the Supervisory Board under the AktG, the Satzung, or the internal rules of procedure of the Supervisory Board.

Resolution 2: Authorization of the Vorstand to Negotiate and Execute Transaction Documentation

BE IT FURTHER RESOLVED, that the Supervisory Board hereby authorizes Dr. Katarina Breuer, Chief Executive Officer (Vorstandsvorsitzende), and Markus Ellinger, Chief Financial Officer (Finanzvorstand), acting jointly or severally on behalf of the Company, to take the following actions in connection with the Transaction:

(a) Definitive Agreement. To negotiate, settle, and finalize the terms and conditions of a definitive Agreement and Plan of Merger (the "Merger Agreement") and all ancillary agreements, schedules, exhibits, and disclosure letters in connection therewith, with Vectris Photonics, Inc. and its stockholders, including but not limited to stockholder support agreements, non-competition and non-solicitation agreements with key employees of the Target, transition services agreements, and intellectual property assignment and license agreements, in each case on terms consistent with the parameters approved by the Supervisory Board and subject to the conditions set forth in Resolution 1 above;

(b) Exclusivity Agreement. To negotiate, execute, and deliver an exclusivity agreement (the "Exclusivity Agreement") with Vectris Photonics, Inc. on customary terms, pursuant to which Vectris and its stockholders would agree to negotiate exclusively with Halcyon with respect to a potential transaction for a period not to exceed sixty (60) calendar days from the date of execution of such Exclusivity Agreement, subject to customary exceptions and termination rights;

(c) Formation of Merger Subsidiary. To cause the formation, incorporation, and organization of a wholly owned Delaware subsidiary of the Company, to be named "Halcyon Acquisition Sub, Inc." or such other name as the Vorstand may determine (the "Merger Subsidiary"), to be organized under the laws of the State of Delaware for the sole purpose of serving as the merger subsidiary in the reverse triangular merger structure, and to take all actions necessary to capitalize and maintain such Merger Subsidiary in good standing;

(d) Debt Financing. To negotiate, execute, and deliver a commitment letter, fee letter, engagement letter, and such other definitive financing documentation as may be necessary or appropriate for debt financing of up to five hundred million U.S. dollars ($500,000,000) with Meridian Atlantic Bank, N.A. or, if the Vorstand determines it to be in the best interests of the Company, another creditworthy lending institution of recognized standing, on terms consistent with the financing parameters presented to the Supervisory Board at the Meeting, including without limitation the preliminary term sheet dated May 28, 2023. The Vorstand is authorized to negotiate interest rate, maturity, amortization, covenant, security, and other terms of such financing within the parameters discussed with the Supervisory Board, provided that (i) the aggregate principal amount of the committed facility shall not exceed $500,000,000, (ii) the maturity shall not be less than three (3) years, and (iii) the all-in interest rate shall not exceed SOFR plus 275 basis points;

(e) Engagement of Advisors. To engage, coordinate with, instruct, and compensate Ridgeline Partners LLC (financial advisor), Calderwood & Harkness LLP (legal counsel), and Thornbury Wight LLP (auditor and accounting advisor, lead engagement partner: Gavin Ashmore; principal office: One Embarcadero Center, Suite 2800, San Francisco, California 94111), and any other financial, legal, tax, regulatory, accounting, environmental, or other professional advisors as the Vorstand may deem necessary, appropriate, or advisable in connection with the Transaction, including without limitation advisors for due diligence, integration planning, public relations, and employee communications;

Resolution 3: Authorization of Regulatory Filings

BE IT FURTHER RESOLVED, that the Supervisory Board hereby authorizes and directs the Vorstand to cause the preparation, review, and filing of all required regulatory notifications, applications, approvals, consents, and clearances in connection with the proposed acquisition, including without limitation:

(a) HSR Act Filing. A premerger notification filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (15 U.S.C. § 18a) (the "HSR Act") with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice, together with all supporting documentation, exhibits, and supplemental materials as may be required or requested, and compliance with the applicable waiting period requirements thereunder;

(b) EUMR Notification. A Form CO notification under Council Regulation (EC) No. 139/2004 (the "European Union Merger Regulation") with the European Commission, Directorate-General for Competition, together with all supporting documentation, market data, and responses to information requests as may be required;

(c) Additional Filings. Any other antitrust, competition, merger control, foreign direct investment, national security, or other regulatory filings, notifications, or applications required in connection with the proposed acquisition in any applicable jurisdiction worldwide, including but not limited to filings with the United Kingdom Competition and Markets Authority, the State Administration for Market Regulation of the People's Republic of China, the Korea Fair Trade Commission, the Committee on Foreign Investment in the United States ("CFIUS"), and the German Federal Ministry for Economic Affairs and Climate Action (Bundesministerium für Wirtschaft und Klimaschutz) under the German Foreign Trade and Payments Ordinance (Außenwirtschaftsverordnung), as may be determined to be necessary or advisable by the Vorstand following consultation with Calderwood & Harkness;

The Vorstand is further authorized and empowered to engage with the relevant competition authorities and regulatory bodies, to respond to inquiries, information requests, and second requests, to participate in hearings and meetings, and to submit position papers, economic analyses, and other materials in support of the Transaction. If, in the course of such regulatory proceedings, it becomes necessary or advisable to negotiate, offer, or agree to remedies, commitments, undertakings, or conditions (including behavioral remedies, hold-separate orders, or timing agreements) in order to obtain the required regulatory clearances, the Vorstand is authorized to conduct such negotiations and to propose such remedies, provided, however, that any material divestiture of business assets, product lines, or subsidiaries, or any material structural remedy or commitment that would, in the reasonable judgment of the Vorstand, materially affect the strategic or financial rationale of the Transaction, shall require the prior approval of the Supervisory Board before such divestiture, remedy, or commitment may be agreed to or consented to on behalf of the Company.

For purposes of this Resolution 3, a "material divestiture or structural remedy" shall mean any divestiture, disposition, license, or other transfer of assets or operations having annual revenues in excess of fifty million U.S. dollars ($50,000,000) or any remedy that would require the Company to exit a product market or geographic market that is material to the Company's business.

Resolution 4: Financial Parameters and Limitations

BE IT FURTHER RESOLVED, that the following financial parameters and limitations shall apply to the Transaction:

(a) Consideration Cap. The aggregate equity consideration for the Transaction shall not exceed eight hundred million U.S. dollars ($800,000,000), and any increase in the Aggregate Consideration above such amount shall require the prior approval of the Supervisory Board. For the avoidance of doubt, the Vorstand is authorized to agree to an Aggregate Consideration of less than $800,000,000 if the Vorstand determines, in the exercise of its business judgment and following consultation with Ridgeline Partners, that a lower price is obtainable and consistent with the strategic rationale of the Transaction;

(b) Reverse Break-Up Fee. The Vorstand is authorized to agree to a reverse break-up fee (Reverse Break-Up Fee) payable by Halcyon (or the Merger Subsidiary) to Vectris in the event that the Merger Agreement is terminated under certain specified circumstances (including, without limitation, failure to obtain required regulatory clearances or breach by Halcyon of its obligations under the Merger Agreement), in an amount not to exceed four percent (4.0%) of the aggregate deal value, i.e., up to thirty-two million U.S. dollars ($32,000,000). The specific triggers and conditions for payment of the reverse break-up fee shall be negotiated by the Vorstand on customary terms for transactions of this type and size, and shall be set forth in the Merger Agreement;

(c) Escrow Arrangement. The Vorstand is authorized to agree to an escrow arrangement pursuant to which up to five percent (5%) of the aggregate deal value, i.e., up to forty million U.S. dollars ($40,000,000), shall be deposited into an escrow account with a nationally recognized escrow agent (the "Escrow Amount") at or promptly following the closing of the Transaction, to serve as a source of recovery for the Company in respect of indemnification claims for breaches of representations and warranties and certain other specified indemnification obligations of the sellers under the Merger Agreement;

(d) Indemnification Cap. The Vorstand is authorized to agree to an indemnification cap (Indemnification Cap) limiting the aggregate liability of the stockholders of Vectris for breaches of representations and warranties (other than fundamental representations, which may be subject to a higher cap or no cap) under the Merger Agreement to an amount not to exceed fifteen percent (15%) of the aggregate deal value, i.e., up to one hundred twenty million U.S. dollars ($120,000,000);

(e) Representation and Warranty Insurance. The Vorstand is authorized to procure, or to cause to be procured, one or more representation and warranty insurance policies (the "R&W Insurance") with one or more nationally or internationally recognized insurance carriers, with a policy limit of up to one hundred twenty million U.S. dollars ($120,000,000), on customary terms and conditions, to provide the Company with additional protection against losses arising from breaches of representations and warranties by the sellers under the Merger Agreement. The Vorstand is authorized to agree to customary retention amounts, premium payments, and policy terms in connection with such R&W Insurance;

(f) Transaction Expenses. The Vorstand is authorized to allocate from the Company's treasury, available cash balances, and available credit lines the funds necessary to pay all transaction expenses incurred in connection with the Transaction, including without limitation advisory fees payable to Ridgeline Partners (up to $4,000,000), legal fees payable to Calderwood & Harkness and other counsel, accounting and auditing fees payable to Thornbury Wight LLP, regulatory filing fees (including HSR Act filing fees and EUMR filing fees), insurance premiums for R&W Insurance, escrow agent fees, printing and mailing costs, and all other costs and expenses reasonably necessary in connection with the negotiation, documentation, regulatory approval, and consummation of the Transaction;

Resolution 5: Designation of Sole Director of Merger Subsidiary

BE IT FURTHER RESOLVED, that the Supervisory Board hereby notes and confirms that Markus Ellinger, Chief Financial Officer (Finanzvorstand) of the Company, shall serve as the sole director and incorporator of the Merger Subsidiary (to be named "Halcyon Acquisition Sub, Inc." or such other name as the Vorstand may determine), which shall be incorporated in the State of Delaware for the purpose of effecting the reverse triangular merger contemplated by these resolutions. Mr. Ellinger is authorized to execute and file the certificate of incorporation of the Merger Subsidiary with the Delaware Secretary of State, to adopt initial bylaws, to authorize the issuance of shares of the Merger Subsidiary to the Company or its designated subsidiary as the sole stockholder, and to take all other actions necessary or appropriate to organize and capitalize the Merger Subsidiary in preparation for the consummation of the Merger.

The Supervisory Board further notes that the Merger Subsidiary shall be organized solely for the purpose of effecting the Merger, shall not conduct any business operations prior to the closing of the Merger, and shall cease to exist as a separate legal entity upon the effective time of the Merger in accordance with the DGCL.

Resolution 6: General Authorization

BE IT FURTHER RESOLVED, that the Supervisory Board hereby authorizes and empowers each of Dr. Katarina Breuer, Chief Executive Officer, and Markus Ellinger, Chief Financial Officer, acting jointly or severally, and any person or persons designated by either of them in writing, to execute, deliver, file, and record any and all documents, instruments, agreements, certificates, notices, consents, applications, filings, and other writings, and to take any and all actions, in the name and on behalf of the Company and its subsidiaries, as may be necessary, appropriate, or advisable to carry out the purposes and intent of these resolutions and to consummate the Transaction and the transactions contemplated hereby, with such modifications, amendments, additions, or deletions as any such authorized person may determine to be necessary or appropriate in the exercise of his or her judgment.

Without limiting the generality of the foregoing authorization, the authorized persons identified above are expressly authorized to:

(a) Execute and deliver powers of attorney, agency agreements, and similar instruments in favor of Calderwood & Harkness LLP, or any partner, associate, or designated agent thereof, or in favor of other legal counsel, regulatory advisors, or filing agents, for the purpose of preparing, executing, filing, and prosecuting regulatory filings, notifications, applications, and submissions in connection with the Transaction in any jurisdiction;

(b) Open and maintain bank accounts, escrow accounts, and other deposit or custodial arrangements as may be necessary in connection with the Transaction;

(c) Execute and deliver officers' certificates, secretary's certificates, good standing certificates, incumbency certificates, and similar instruments required by third parties in connection with the Transaction;

(d) Approve and authorize the payment of all fees, costs, and expenses incurred in connection with the Transaction, including the fees and disbursements of the Company's financial, legal, accounting, and other advisors;

(e) Take all actions necessary to comply with all applicable laws, regulations, stock exchange rules, and listing requirements in connection with the Transaction, including without limitation any disclosure obligations under the Frankfurt Stock Exchange Rules, the U.S. Securities and Exchange Commission regulations, and the rules of the Nasdaq Stock Market; and

(f) Execute and deliver any amendments, supplements, waivers, consents, or modifications to any document or agreement executed in connection with the Transaction as may be necessary or advisable.

Any and all actions heretofore taken by any officer or authorized representative of the Company or any of its subsidiaries in furtherance of or in connection with the Transaction are hereby ratified, approved, and confirmed in all respects.

III. CERTIFICATION AND AUTHENTICATION

The undersigned, being the duly elected and acting Chair of the Supervisory Board (Vorsitzender des Aufsichtsrats) of Halcyon Semiconductor Aktiengesellschaft, hereby certifies that the foregoing resolutions were duly proposed, discussed, deliberated upon, and adopted by the Supervisory Board of Halcyon Semiconductor Aktiengesellschaft at a special meeting of the Supervisory Board held on June 5, 2023, at which a quorum was present in accordance with the Company's Satzung and applicable law, and that such resolutions have not been amended, modified, or rescinded and remain in full force and effect as of the date set forth below.

The undersigned further certifies that the adoption of the foregoing resolutions was consistent with the applicable provisions of the German Stock Corporation Act (Aktiengesetz), the Company's articles of association (Satzung), and the internal rules of procedure of the Supervisory Board (Geschäftsordnung des Aufsichtsrats), and that proper notice of the special meeting was duly given or waived in accordance with applicable requirements.

HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT SUPERVISORY BOARD (AUFSICHTSRAT)

By: ________

Name: Prof. Dr. Friedrich Wendt

Title: Chair of the Supervisory Board (Vorsitzender des Aufsichtsrats)

Date: June 5, 2023

As prepared by Calderwood & Harkness LLP 599 Lexington Avenue, 38th Floor New York, New York 10022 United States of America

Engagement No. 1032-00005 Responsible Partner: Oliver Mackenzie Billing Partner: Harrison Wexford Antitrust Specialist Partner: Howard Bellamy

IV. EXHIBITS AND ATTACHMENTS

The following documents were presented to and reviewed by the Supervisory Board in connection with the adoption of the foregoing resolutions and are referenced herein for the record. Copies of such documents are maintained in the files of the Company's corporate secretary and at the offices of Calderwood & Harkness LLP. Such documents are not attached to or incorporated by reference into these resolutions and do not form part of the resolutions themselves.

Exhibit A — Presentation materials of the Vorstand to the Supervisory Board regarding the proposed acquisition of Vectris Photonics, Inc., including strategic rationale, financial overview, due diligence summary, integration planning framework, and proposed timeline, as presented at the Meeting on June 5, 2023 (58 pages).

Exhibit B — Preliminary valuation analysis prepared by Ridgeline Partners LLC (lead managing director: Nathaniel Cross), dated June 2, 2023, including discounted cash flow analysis, comparable company analysis, precedent transaction analysis, and premiums paid analysis (34 pages). (Note: Ridgeline Partners has indicated that a final fairness opinion will be delivered at or prior to execution of the definitive agreement.)

Exhibit C — Preliminary antitrust risk assessment summary prepared by Calderwood & Harkness LLP (antitrust specialist partner: Howard Bellamy), dated May 31, 2023 (12 pages). A comprehensive and detailed antitrust risk assessment memorandum, including product market definition analysis, geographic market definition analysis, competitive effects analysis, and assessment of potential remedies, is expected to be delivered by Howard Bellamy on or about July 10, 2023, following completion of additional market research and economic analysis.

Exhibit D — Preliminary term sheet for the senior secured term loan facility from Meridian Atlantic Bank, N.A., dated May 28, 2023 (8 pages).

Exhibit E — Summary of intellectual property portfolio of Vectris Photonics, Inc., prepared by the Vorstand based on preliminary due diligence (15 pages).

This document constitutes a draft prepared by Calderwood & Harkness LLP for discussion purposes only. It does not constitute a final or executed resolution of the Supervisory Board of Halcyon Semiconductor Aktiengesellschaft and is subject to revision, amendment, and approval. This document is confidential and protected by attorney-client privilege and the attorney work product doctrine. Distribution is restricted to authorized recipients only.

[END OF RESOLUTIONS]

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED — ATTORNEY WORK PRODUCT
Calderwood & Harkness LLP 599 Lexington Avenue, 38th Floor New York, NY 10022
Engagement No. 1032-00005
RESOLUTIONS OF THE SUPERVISORY BOARD (*AUFSICHTSRAT*) OF HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT
Adopted at a Special Meeting of the Supervisory Board
June 5, 2023
DRAFT — FOR DISCUSSION PURPOSES
Prepared by Outside Counsel Calderwood & Harkness LLP
I. PREAMBLE AND RECITALS
Halcyon Semiconductor Aktiengesellschaft (the "Company" or "Halcyon"), a stock corporation (Aktiengesellschaft) organized and existing under the laws of the Federal Republic of Germany, with its registered office at Halcyon-Platz 1, 81739 München, Germany, registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Munich under registration number HRB 178254, with shares listed on the Frankfurt Stock Exchange (FSE: HSAG) and American Depositary Receipts listed on the Nasdaq Global Select Market (Nasdaq: HCYN).
The Supervisory Board (Aufsichtsrat) of the Company (the "Supervisory Board") convened a special meeting (the "Meeting") on June 5, 2023, at the registered offices of the Company in Munich, Germany, commencing at 10:00 a.m. Central European Time. The Meeting was presided over by Prof. Dr. Friedrich Wendt, in his capacity as Chair of the Supervisory Board (Vorsitzender des Aufsichtsrats).
It was noted and confirmed that a quorum for the transaction of business was present at the Meeting, with all members of the Supervisory Board being present in person or represented by proxy in accordance with the requirements of the Company's articles of association (Satzung) and the internal rules of procedure of the Supervisory Board (Geschäftsordnung des Aufsichtsrats). Proper notice of the Meeting had been duly given to all members of the Supervisory Board in accordance with the applicable provisions of the Satzung and the internal rules of procedure, and all members had waived any deficiency in notice to the extent required.
The Supervisory Board acted in accordance with the applicable provisions of the German Stock Corporation Act (Aktiengesetz, "AktG"), in particular §§ 108, 111, and 116 AktG, as well as the applicable provisions of the Company's Satzung and the internal rules of procedure of the Supervisory Board, each of which requires the prior approval of the Supervisory Board for certain significant transactions, including acquisitions exceeding certain financial thresholds as set forth in the catalogue of transactions requiring approval (Zustimmungskatalog) maintained by the Supervisory Board.
The Supervisory Board adopted the following resolutions on the basis of the recitals, presentations, and materials described below:
WHEREAS, the Management Board (Vorstand) of Halcyon Semiconductor AG, including Dr. Katarina Breuer, Chief Executive Officer (Vorstandsvorsitzende), and Markus Ellinger, Chief Financial Officer (Finanzvorstand) (collectively, the "Vorstand"), has presented to the Supervisory Board a detailed proposal for the potential acquisition by the Company of all of the outstanding equity interests in Vectris Photonics, Inc. (the "Target" or "Vectris"), and the Supervisory Board has received and reviewed such proposal and the accompanying materials in connection therewith;
WHEREAS, Vectris Photonics, Inc. is a corporation organized under the laws of the State of Delaware, United States of America, with Delaware Secretary of State File Number 5918437, headquartered at 4750 Ridgepoint Drive, Suite 300, San Jose, California 95134, United States. Vectris is a fabless designer and developer of silicon photonics transceivers and co-packaged optics ("CPO") chiplets for hyperscale data center interconnects. The Target is a leading innovator in photonic integrated circuit design, with particular expertise in 800G and next-generation 1.6T transceiver modules optimized for artificial intelligence and machine learning workloads in hyperscale data center environments;
WHEREAS, according to the information presented by the Vorstand and confirmed by preliminary due diligence conducted by the Company's advisors, Vectris holds one hundred eighty-seven (187) issued United States patents and forty-three (43) pending patent applications covering silicon photonics transceiver architectures, CPO packaging technologies, and related manufacturing processes, constituting a substantial and strategically valuable intellectual property portfolio. Vectris reported fiscal year 2022 ("FY2022") revenue of approximately three hundred twelve million U.S. dollars ($312,000,000), fiscal year 2022 earnings before interest, taxes, depreciation and amortization ("EBITDA") of approximately seventy-four million U.S. dollars ($74,000,000), and employs approximately one thousand four hundred fifty (1,450) persons across its facilities in San Jose, California; Austin, Texas; and Penang, Malaysia;
WHEREAS, the Vorstand has proposed that the acquisition be structured as an all-cash reverse triangular merger under the Delaware General Corporation Law ("DGCL"), Title 8, Chapter 1 of the Delaware Code, pursuant to which a newly formed, wholly owned Delaware subsidiary of Halcyon (the "Merger Subsidiary") would merge with and into Vectris, with Vectris surviving the merger as a wholly owned subsidiary of Halcyon (the "Merger"), and all outstanding shares of common stock of Vectris and all vested and unvested equity awards (including stock options, restricted stock units, and warrants) would be cancelled and converted into the right to receive cash consideration;
WHEREAS, the aggregate equity consideration for the proposed acquisition (the "Transaction") is expected to be up to eight hundred million U.S. dollars ($800,000,000) (the "Aggregate Consideration"), representing an implied per-share price of approximately thirteen U.S. dollars and seventy cents ($13.70) based on fully diluted shares of Vectris common stock of approximately fifty-eight million three hundred ninety-four thousand one hundred sixty (58,394,160), inclusive of all in-the-money stock options, unvested restricted stock units, and other dilutive securities. The implied per-share price represents a premium of approximately 39.5% over the unaffected closing share price of nine U.S. dollars and eighty-two cents ($9.82) on May 19, 2023, the last trading day prior to the date on which the Vorstand first communicated the proposal to the board of directors of Vectris. The implied enterprise value, based on publicly available information regarding the Target's net debt and cash position, is approximately seven hundred eighty-five million U.S. dollars ($785,000,000), representing an enterprise value to FY2022 EBITDA multiple of approximately 10.6x;
WHEREAS, the Supervisory Board has considered the Transaction in the context of the Company's overall financial position, strategic objectives, and capital allocation priorities. Halcyon's FY2022 revenue was approximately six billion eight hundred million euros (€6,800,000,000), and the Company's approximate market capitalization as of the date hereof is approximately twenty-two billion four hundred million euros (€22,400,000,000). The proposed Aggregate Consideration of $800,000,000 (approximately €740,000,000 at current exchange rates) represents approximately 3.3% of the Company's current market capitalization and approximately 10.9% of the Company's FY2022 revenue. The Supervisory Board is satisfied that the Transaction, at the proposed consideration levels, is within the Company's financial capacity and is consistent with the Company's stated strategy of expansion into high-growth adjacencies within the semiconductor value chain;
WHEREAS, the Vorstand has engaged Ridgeline Partners LLC ("Ridgeline Partners"), a financial advisory firm with offices at 280 Park Avenue, 22nd Floor, New York, New York 10017 (lead managing director: Nathaniel Cross), as financial advisor to the Company in connection with the proposed acquisition. The engagement terms provide for an advisory fee of 0.40% of deal value (three million two hundred thousand U.S. dollars ($3,200,000)) payable upon the signing of a definitive agreement, plus a success fee of 0.10% of deal value (eight hundred thousand U.S. dollars ($800,000)) payable upon the closing of the Transaction, for a total advisory fee of four million U.S. dollars ($4,000,000) if the Transaction closes. Ridgeline Partners has delivered to the Vorstand a preliminary valuation analysis of the Target and has indicated its expectation that it will be in a position to deliver a fairness opinion at or prior to the time of execution of the definitive agreement;
WHEREAS, the Vorstand has engaged Calderwood & Harkness LLP ("Calderwood & Harkness"), with offices at 599 Lexington Avenue, 38th Floor, New York, New York 10022 (responsible partner: Oliver Mackenzie; billing partner: Harrison Wexford; antitrust specialist partner: Howard Bellamy), as outside legal counsel to the Company for the proposed acquisition. Calderwood & Harkness is advising the Company on all aspects of the Transaction, including the negotiation and documentation of the definitive merger agreement and ancillary agreements, regulatory and antitrust matters, Delaware corporate law, and cross-border structuring considerations;
WHEREAS, the Vorstand has presented to the Supervisory Board a preliminary assessment of competitive and regulatory considerations relating to the proposed acquisition, including but not limited to the following:
(a) The proposed Transaction will require the filing of a premerger notification under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (15 U.S.C. § 18a) (the "HSR Act") with the United States Federal Trade Commission ("FTC") and the Antitrust Division of the United States Department of Justice ("DOJ"), and the parties will be required to observe the applicable waiting period (thirty (30) days from the date of filing, subject to early termination or extension in the event of a second request for additional information) prior to consummation of the Merger;
(b) The proposed Transaction will require notification to the European Commission under Council Regulation (EC) No. 139/2004 (the "European Union Merger Regulation" or "EUMR") by means of a Form CO notification, as the combined revenues of the parties exceed the applicable jurisdictional thresholds set forth in Article 1 of the EUMR;
(c) Additional antitrust, competition, or foreign investment review filings may be required in other jurisdictions, including but not limited to the United Kingdom (Competition and Markets Authority), the People's Republic of China (State Administration for Market Regulation), the Republic of Korea (Korea Fair Trade Commission), and the Committee on Foreign Investment in the United States ("CFIUS"), the necessity of which shall be assessed by Calderwood & Harkness and the Vorstand in due course;
(d) Based on publicly available market data, industry reports, and the preliminary analysis prepared by Ridgeline Partners and Calderwood & Harkness, the combined entity following consummation of the Merger may hold an estimated approximately forty-seven percent (47%) share of the U.S. market for silicon photonics transceiver modules (with Halcyon holding approximately nineteen percent (19%) and Vectris holding approximately twenty-eight percent (28%)), and approximately thirty-eight percent (38%) of the European Economic Area ("EEA") market for co-packaged optics chiplets. The Supervisory Board acknowledges that these market share estimates are preliminary and subject to further refinement based on the market definition adopted by the relevant competition authorities, and that the concentrated market position in certain product segments may result in heightened regulatory scrutiny and a potential requirement for remedies or commitments;
WHEREAS, the Vorstand has informed the Supervisory Board that the proposed financing structure for the Transaction contemplates a combination of (i) cash on hand held by the Company and its subsidiaries in an amount of approximately three hundred million U.S. dollars ($300,000,000), which includes cash held in the Company's U.S. dollar-denominated treasury accounts and amounts available for repatriation from the Company's U.S. subsidiary, Halcyon Semiconductor Inc. (Delaware), and (ii) a committed senior secured term loan facility of up to five hundred million U.S. dollars ($500,000,000) (the "Term Loan Facility") to be provided by Meridian Atlantic Bank, N.A. ("Meridian Atlantic"), 383 Madison Avenue, New York, New York 10179, on terms substantially consistent with the preliminary term sheet dated May 28, 2023, which has been reviewed by the Supervisory Board. The Term Loan Facility is expected to bear interest at the Secured Overnight Financing Rate ("SOFR") plus a margin of 175 to 225 basis points, with a maturity of five (5) years and customary covenants, representations, and events of default;
WHEREAS, the Vorstand recommends that the acquisition of Vectris represents a strategically compelling opportunity to expand Halcyon's presence in silicon photonics technology, strengthen the Company's product portfolio for hyperscale data center applications, and accelerate the Company's growth in the rapidly expanding market for optical interconnect solutions. The Vorstand has identified the following principal strategic rationales for the Transaction: (i) acquisition of Vectris's industry-leading silicon photonics intellectual property and engineering talent; (ii) creation of a vertically integrated platform offering both electronic and photonic semiconductor solutions; (iii) significant revenue synergy potential from cross-selling opportunities into Halcyon's existing hyperscaler customer base; (iv) estimated annual run-rate cost synergies of approximately $35,000,000 to $45,000,000 achievable within twenty-four (24) months following closing, primarily from consolidation of research and development operations and supply chain optimization; and (v) enhancement of the Company's competitive position against key industry participants;
WHEREAS, the Supervisory Board has reviewed and considered the materials presented by the Vorstand in connection with the proposed acquisition, including, without limitation, (i) the preliminary due diligence summary prepared by the Vorstand and the Company's advisors, (ii) the financial projections and pro forma financial model prepared by the Vorstand with the assistance of Ridgeline Partners, (iii) the competitive analysis and market overview, (iv) the preliminary valuation analysis prepared by Ridgeline Partners, (v) the preliminary legal assessment and risk analysis prepared by Calderwood & Harkness, including the antitrust risk assessment, and (vi) the oral presentations delivered by the Vorstand, Ridgeline Partners, and Calderwood & Harkness at the Meeting. The Supervisory Board has had full opportunity to ask questions of and receive answers from the Vorstand and the Company's advisors concerning the proposed Transaction;
NOW, THEREFORE, having carefully considered and deliberated upon the foregoing, and having received and considered the advice and recommendations of the Vorstand and the Company's financial and legal advisors, the Supervisory Board of Halcyon Semiconductor Aktiengesellschaft hereby adopts the following resolutions:
II. RESOLUTIONS
Resolution 1: Approval of the Proposed Acquisition
BE IT RESOLVED, that the Supervisory Board hereby approves the pursuit by the Vorstand of the acquisition of all of the outstanding equity interests (including all shares of common stock, stock options, restricted stock units, warrants, and all other equity or equity-linked securities) in Vectris Photonics, Inc. (the "Target") for aggregate cash consideration of up to eight hundred million U.S. dollars ($800,000,000) (the "Aggregate Consideration"), to be structured as a reverse triangular merger under the Delaware General Corporation Law, pursuant to which a newly formed, wholly owned Delaware subsidiary of Halcyon (the "Merger Subsidiary") shall merge with and into Vectris, with Vectris surviving the merger as a wholly owned subsidiary of Halcyon (the "Transaction").
The Supervisory Board's approval of the Transaction is granted on the express understanding and subject to the condition that:
(a) The Aggregate Consideration for the Transaction shall not exceed $800,000,000 without further approval of the Supervisory Board;
(b) The Vorstand shall present the final definitive documentation for the Transaction, including without limitation the definitive Agreement and Plan of Merger and all material ancillary agreements, to the Supervisory Board for review and, to the extent required under the Satzung or applicable law, for approval prior to execution thereof;
(c) The terms of the definitive documentation shall be in all material respects consistent with the terms and parameters presented to the Supervisory Board at the Meeting and as described in these resolutions;
(d) The Vorstand shall keep the Supervisory Board regularly informed of the progress of negotiations, due diligence, and regulatory proceedings in connection with the Transaction, and shall promptly notify the Chair of the Supervisory Board of any material developments or material deviations from the terms and parameters approved herein; and
(e) Nothing in this resolution shall be construed to limit or modify the rights and obligations of the Supervisory Board under the AktG, the Satzung, or the internal rules of procedure of the Supervisory Board.
Resolution 2: Authorization of the Vorstand to Negotiate and Execute Transaction Documentation
BE IT FURTHER RESOLVED, that the Supervisory Board hereby authorizes Dr. Katarina Breuer, Chief Executive Officer (Vorstandsvorsitzende), and Markus Ellinger, Chief Financial Officer (Finanzvorstand), acting jointly or severally on behalf of the Company, to take the following actions in connection with the Transaction:
(a) Definitive Agreement. To negotiate, settle, and finalize the terms and conditions of a definitive Agreement and Plan of Merger (the "Merger Agreement") and all ancillary agreements, schedules, exhibits, and disclosure letters in connection therewith, with Vectris Photonics, Inc. and its stockholders, including but not limited to stockholder support agreements, non-competition and non-solicitation agreements with key employees of the Target, transition services agreements, and intellectual property assignment and license agreements, in each case on terms consistent with the parameters approved by the Supervisory Board and subject to the conditions set forth in Resolution 1 above;
(b) Exclusivity Agreement. To negotiate, execute, and deliver an exclusivity agreement (the "Exclusivity Agreement") with Vectris Photonics, Inc. on customary terms, pursuant to which Vectris and its stockholders would agree to negotiate exclusively with Halcyon with respect to a potential transaction for a period not to exceed sixty (60) calendar days from the date of execution of such Exclusivity Agreement, subject to customary exceptions and termination rights;
(c) Formation of Merger Subsidiary. To cause the formation, incorporation, and organization of a wholly owned Delaware subsidiary of the Company, to be named "Halcyon Acquisition Sub, Inc." or such other name as the Vorstand may determine (the "Merger Subsidiary"), to be organized under the laws of the State of Delaware for the sole purpose of serving as the merger subsidiary in the reverse triangular merger structure, and to take all actions necessary to capitalize and maintain such Merger Subsidiary in good standing;
(d) Debt Financing. To negotiate, execute, and deliver a commitment letter, fee letter, engagement letter, and such other definitive financing documentation as may be necessary or appropriate for debt financing of up to five hundred million U.S. dollars ($500,000,000) with Meridian Atlantic Bank, N.A. or, if the Vorstand determines it to be in the best interests of the Company, another creditworthy lending institution of recognized standing, on terms consistent with the financing parameters presented to the Supervisory Board at the Meeting, including without limitation the preliminary term sheet dated May 28, 2023. The Vorstand is authorized to negotiate interest rate, maturity, amortization, covenant, security, and other terms of such financing within the parameters discussed with the Supervisory Board, provided that (i) the aggregate principal amount of the committed facility shall not exceed $500,000,000, (ii) the maturity shall not be less than three (3) years, and (iii) the all-in interest rate shall not exceed SOFR plus 275 basis points;
(e) Engagement of Advisors. To engage, coordinate with, instruct, and compensate Ridgeline Partners LLC (financial advisor), Calderwood & Harkness LLP (legal counsel), and Thornbury Wight LLP (auditor and accounting advisor, lead engagement partner: Gavin Ashmore; principal office: One Embarcadero Center, Suite 2800, San Francisco, California 94111), and any other financial, legal, tax, regulatory, accounting, environmental, or other professional advisors as the Vorstand may deem necessary, appropriate, or advisable in connection with the Transaction, including without limitation advisors for due diligence, integration planning, public relations, and employee communications;
Resolution 3: Authorization of Regulatory Filings
BE IT FURTHER RESOLVED, that the Supervisory Board hereby authorizes and directs the Vorstand to cause the preparation, review, and filing of all required regulatory notifications, applications, approvals, consents, and clearances in connection with the proposed acquisition, including without limitation:
(a) HSR Act Filing. A premerger notification filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (15 U.S.C. § 18a) (the "HSR Act") with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice, together with all supporting documentation, exhibits, and supplemental materials as may be required or requested, and compliance with the applicable waiting period requirements thereunder;
(b) EUMR Notification. A Form CO notification under Council Regulation (EC) No. 139/2004 (the "European Union Merger Regulation") with the European Commission, Directorate-General for Competition, together with all supporting documentation, market data, and responses to information requests as may be required;
(c) Additional Filings. Any other antitrust, competition, merger control, foreign direct investment, national security, or other regulatory filings, notifications, or applications required in connection with the proposed acquisition in any applicable jurisdiction worldwide, including but not limited to filings with the United Kingdom Competition and Markets Authority, the State Administration for Market Regulation of the People's Republic of China, the Korea Fair Trade Commission, the Committee on Foreign Investment in the United States ("CFIUS"), and the German Federal Ministry for Economic Affairs and Climate Action (Bundesministerium für Wirtschaft und Klimaschutz) under the German Foreign Trade and Payments Ordinance (Außenwirtschaftsverordnung), as may be determined to be necessary or advisable by the Vorstand following consultation with Calderwood & Harkness;
The Vorstand is further authorized and empowered to engage with the relevant competition authorities and regulatory bodies, to respond to inquiries, information requests, and second requests, to participate in hearings and meetings, and to submit position papers, economic analyses, and other materials in support of the Transaction. If, in the course of such regulatory proceedings, it becomes necessary or advisable to negotiate, offer, or agree to remedies, commitments, undertakings, or conditions (including behavioral remedies, hold-separate orders, or timing agreements) in order to obtain the required regulatory clearances, the Vorstand is authorized to conduct such negotiations and to propose such remedies, provided, however, that any material divestiture of business assets, product lines, or subsidiaries, or any material structural remedy or commitment that would, in the reasonable judgment of the Vorstand, materially affect the strategic or financial rationale of the Transaction, shall require the prior approval of the Supervisory Board before such divestiture, remedy, or commitment may be agreed to or consented to on behalf of the Company.
For purposes of this Resolution 3, a "material divestiture or structural remedy" shall mean any divestiture, disposition, license, or other transfer of assets or operations having annual revenues in excess of fifty million U.S. dollars ($50,000,000) or any remedy that would require the Company to exit a product market or geographic market that is material to the Company's business.
Resolution 4: Financial Parameters and Limitations
BE IT FURTHER RESOLVED, that the following financial parameters and limitations shall apply to the Transaction:
(a) Consideration Cap. The aggregate equity consideration for the Transaction shall not exceed eight hundred million U.S. dollars ($800,000,000), and any increase in the Aggregate Consideration above such amount shall require the prior approval of the Supervisory Board. For the avoidance of doubt, the Vorstand is authorized to agree to an Aggregate Consideration of less than $800,000,000 if the Vorstand determines, in the exercise of its business judgment and following consultation with Ridgeline Partners, that a lower price is obtainable and consistent with the strategic rationale of the Transaction;
(b) Reverse Break-Up Fee. The Vorstand is authorized to agree to a reverse break-up fee (Reverse Break-Up Fee) payable by Halcyon (or the Merger Subsidiary) to Vectris in the event that the Merger Agreement is terminated under certain specified circumstances (including, without limitation, failure to obtain required regulatory clearances or breach by Halcyon of its obligations under the Merger Agreement), in an amount not to exceed four percent (4.0%) of the aggregate deal value, i.e., up to thirty-two million U.S. dollars ($32,000,000). The specific triggers and conditions for payment of the reverse break-up fee shall be negotiated by the Vorstand on customary terms for transactions of this type and size, and shall be set forth in the Merger Agreement;
(c) Escrow Arrangement. The Vorstand is authorized to agree to an escrow arrangement pursuant to which up to five percent (5%) of the aggregate deal value, i.e., up to forty million U.S. dollars ($40,000,000), shall be deposited into an escrow account with a nationally recognized escrow agent (the "Escrow Amount") at or promptly following the closing of the Transaction, to serve as a source of recovery for the Company in respect of indemnification claims for breaches of representations and warranties and certain other specified indemnification obligations of the sellers under the Merger Agreement;
(d) Indemnification Cap. The Vorstand is authorized to agree to an indemnification cap (Indemnification Cap) limiting the aggregate liability of the stockholders of Vectris for breaches of representations and warranties (other than fundamental representations, which may be subject to a higher cap or no cap) under the Merger Agreement to an amount not to exceed fifteen percent (15%) of the aggregate deal value, i.e., up to one hundred twenty million U.S. dollars ($120,000,000);
(e) Representation and Warranty Insurance. The Vorstand is authorized to procure, or to cause to be procured, one or more representation and warranty insurance policies (the "R&W Insurance") with one or more nationally or internationally recognized insurance carriers, with a policy limit of up to one hundred twenty million U.S. dollars ($120,000,000), on customary terms and conditions, to provide the Company with additional protection against losses arising from breaches of representations and warranties by the sellers under the Merger Agreement. The Vorstand is authorized to agree to customary retention amounts, premium payments, and policy terms in connection with such R&W Insurance;
(f) Transaction Expenses. The Vorstand is authorized to allocate from the Company's treasury, available cash balances, and available credit lines the funds necessary to pay all transaction expenses incurred in connection with the Transaction, including without limitation advisory fees payable to Ridgeline Partners (up to $4,000,000), legal fees payable to Calderwood & Harkness and other counsel, accounting and auditing fees payable to Thornbury Wight LLP, regulatory filing fees (including HSR Act filing fees and EUMR filing fees), insurance premiums for R&W Insurance, escrow agent fees, printing and mailing costs, and all other costs and expenses reasonably necessary in connection with the negotiation, documentation, regulatory approval, and consummation of the Transaction;
Resolution 5: Designation of Sole Director of Merger Subsidiary
BE IT FURTHER RESOLVED, that the Supervisory Board hereby notes and confirms that Markus Ellinger, Chief Financial Officer (Finanzvorstand) of the Company, shall serve as the sole director and incorporator of the Merger Subsidiary (to be named "Halcyon Acquisition Sub, Inc." or such other name as the Vorstand may determine), which shall be incorporated in the State of Delaware for the purpose of effecting the reverse triangular merger contemplated by these resolutions. Mr. Ellinger is authorized to execute and file the certificate of incorporation of the Merger Subsidiary with the Delaware Secretary of State, to adopt initial bylaws, to authorize the issuance of shares of the Merger Subsidiary to the Company or its designated subsidiary as the sole stockholder, and to take all other actions necessary or appropriate to organize and capitalize the Merger Subsidiary in preparation for the consummation of the Merger.
The Supervisory Board further notes that the Merger Subsidiary shall be organized solely for the purpose of effecting the Merger, shall not conduct any business operations prior to the closing of the Merger, and shall cease to exist as a separate legal entity upon the effective time of the Merger in accordance with the DGCL.
Resolution 6: General Authorization
BE IT FURTHER RESOLVED, that the Supervisory Board hereby authorizes and empowers each of Dr. Katarina Breuer, Chief Executive Officer, and Markus Ellinger, Chief Financial Officer, acting jointly or severally, and any person or persons designated by either of them in writing, to execute, deliver, file, and record any and all documents, instruments, agreements, certificates, notices, consents, applications, filings, and other writings, and to take any and all actions, in the name and on behalf of the Company and its subsidiaries, as may be necessary, appropriate, or advisable to carry out the purposes and intent of these resolutions and to consummate the Transaction and the transactions contemplated hereby, with such modifications, amendments, additions, or deletions as any such authorized person may determine to be necessary or appropriate in the exercise of his or her judgment.
Without limiting the generality of the foregoing authorization, the authorized persons identified above are expressly authorized to:
(a) Execute and deliver powers of attorney, agency agreements, and similar instruments in favor of Calderwood & Harkness LLP, or any partner, associate, or designated agent thereof, or in favor of other legal counsel, regulatory advisors, or filing agents, for the purpose of preparing, executing, filing, and prosecuting regulatory filings, notifications, applications, and submissions in connection with the Transaction in any jurisdiction;
(b) Open and maintain bank accounts, escrow accounts, and other deposit or custodial arrangements as may be necessary in connection with the Transaction;
(c) Execute and deliver officers' certificates, secretary's certificates, good standing certificates, incumbency certificates, and similar instruments required by third parties in connection with the Transaction;
(d) Approve and authorize the payment of all fees, costs, and expenses incurred in connection with the Transaction, including the fees and disbursements of the Company's financial, legal, accounting, and other advisors;
(e) Take all actions necessary to comply with all applicable laws, regulations, stock exchange rules, and listing requirements in connection with the Transaction, including without limitation any disclosure obligations under the Frankfurt Stock Exchange Rules, the U.S. Securities and Exchange Commission regulations, and the rules of the Nasdaq Stock Market; and
(f) Execute and deliver any amendments, supplements, waivers, consents, or modifications to any document or agreement executed in connection with the Transaction as may be necessary or advisable.
Any and all actions heretofore taken by any officer or authorized representative of the Company or any of its subsidiaries in furtherance of or in connection with the Transaction are hereby ratified, approved, and confirmed in all respects.
III. CERTIFICATION AND AUTHENTICATION
The undersigned, being the duly elected and acting Chair of the Supervisory Board (Vorsitzender des Aufsichtsrats) of Halcyon Semiconductor Aktiengesellschaft, hereby certifies that the foregoing resolutions were duly proposed, discussed, deliberated upon, and adopted by the Supervisory Board of Halcyon Semiconductor Aktiengesellschaft at a special meeting of the Supervisory Board held on June 5, 2023, at which a quorum was present in accordance with the Company's Satzung and applicable law, and that such resolutions have not been amended, modified, or rescinded and remain in full force and effect as of the date set forth below.
The undersigned further certifies that the adoption of the foregoing resolutions was consistent with the applicable provisions of the German Stock Corporation Act (Aktiengesetz), the Company's articles of association (Satzung), and the internal rules of procedure of the Supervisory Board (Geschäftsordnung des Aufsichtsrats), and that proper notice of the special meeting was duly given or waived in accordance with applicable requirements.
HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT SUPERVISORY BOARD (AUFSICHTSRAT)
By: ________
Name: Prof. Dr. Friedrich Wendt
Title: Chair of the Supervisory Board (Vorsitzender des Aufsichtsrats)
Date: June 5, 2023
As prepared by Calderwood & Harkness LLP 599 Lexington Avenue, 38th Floor New York, New York 10022 United States of America
Engagement No. 1032-00005 Responsible Partner: Oliver Mackenzie Billing Partner: Harrison Wexford Antitrust Specialist Partner: Howard Bellamy
IV. EXHIBITS AND ATTACHMENTS
The following documents were presented to and reviewed by the Supervisory Board in connection with the adoption of the foregoing resolutions and are referenced herein for the record. Copies of such documents are maintained in the files of the Company's corporate secretary and at the offices of Calderwood & Harkness LLP. Such documents are not attached to or incorporated by reference into these resolutions and do not form part of the resolutions themselves.
Exhibit A — Presentation materials of the Vorstand to the Supervisory Board regarding the proposed acquisition of Vectris Photonics, Inc., including strategic rationale, financial overview, due diligence summary, integration planning framework, and proposed timeline, as presented at the Meeting on June 5, 2023 (58 pages).
Exhibit B — Preliminary valuation analysis prepared by Ridgeline Partners LLC (lead managing director: Nathaniel Cross), dated June 2, 2023, including discounted cash flow analysis, comparable company analysis, precedent transaction analysis, and premiums paid analysis (34 pages). (Note: Ridgeline Partners has indicated that a final fairness opinion will be delivered at or prior to execution of the definitive agreement.)
Exhibit C — Preliminary antitrust risk assessment summary prepared by Calderwood & Harkness LLP (antitrust specialist partner: Howard Bellamy), dated May 31, 2023 (12 pages). A comprehensive and detailed antitrust risk assessment memorandum, including product market definition analysis, geographic market definition analysis, competitive effects analysis, and assessment of potential remedies, is expected to be delivered by Howard Bellamy on or about July 10, 2023, following completion of additional market research and economic analysis.
Exhibit D — Preliminary term sheet for the senior secured term loan facility from Meridian Atlantic Bank, N.A., dated May 28, 2023 (8 pages).
Exhibit E — Summary of intellectual property portfolio of Vectris Photonics, Inc., prepared by the Vorstand based on preliminary due diligence (15 pages).
This document constitutes a draft prepared by Calderwood & Harkness LLP for discussion purposes only. It does not constitute a final or executed resolution of the Supervisory Board of Halcyon Semiconductor Aktiengesellschaft and is subject to revision, amendment, and approval. This document is confidential and protected by attorney-client privilege and the attorney work product doctrine. Distribution is restricted to authorized recipients only.
[END OF RESOLUTIONS]

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED — ATTORNEY WORK PRODUCT

I. PREAMBLE AND RECITALS

II. RESOLUTIONS

III. CERTIFICATION AND AUTHENTICATION

HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT SUPERVISORY BOARD (AUFSICHTSRAT)

IV. EXHIBITS AND ATTACHMENTS

Record

Parties

Dates

Amounts