1032-00005 · Whitfield, Prager & Loomis LLP · Termination

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PRIVILEGED AND CONFIDENTIAL ATTORNEY WORK PRODUCT DRAFT — SUBJECT TO REVISION

Prepared by: 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 by Written Consent in Lieu of a Meeting

November 20, 2023

PREAMBLE

The undersigned, constituting all of the members of the Supervisory Board (Aufsichtsrat) of Halcyon Semiconductor Aktiengesellschaft, an Aktiengesellschaft organized and existing under the laws of the Federal Republic of Germany, registered with the commercial register (Handelsregister) of the Local Court (Amtsgericht) of Munich under registration number HRB 178254, with its registered office and principal place of business at Halcyon-Platz 1, 81739 München, Federal Republic of Germany (the "Company" or "Halcyon"), the shares of which are listed on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) under the trading symbol FSE: HSAG and which maintains a sponsored Level III American Depositary Receipt program listed on the Nasdaq Stock Market under the trading symbol Nasdaq: HCYN (ISIN US40582R1095), acting pursuant to the authority vested in the Aufsichtsrat under the German Stock Corporation Act (Aktiengesetz, "AktG"), in particular §§ 111, 112, and related provisions thereof, and in accordance with the articles of association (Satzung) of the Company, as most recently amended and restated effective May 12, 2023, hereby adopt the following resolutions.

The undersigned represent and confirm that they constitute all of the members of the Aufsichtsrat of the Company as of the date hereof, and that no vacancies exist on the Aufsichtsrat. Prof. Dr. Friedrich Wendt, in his capacity as Chair (Vorsitzender) of the Aufsichtsrat, has presided over the preparation, circulation, and adoption of these resolutions.

These resolutions are adopted by written consent in lieu of a meeting (Beschlussfassung im schriftlichen Umlaufverfahren), which manner of adoption is expressly permitted under § 12, Paragraph 3 of the Company's Satzung and is consistent with § 108, Paragraph 4 of the AktG, provided that no member of the Aufsichtsrat objects to such procedure. No member of the Aufsichtsrat has raised any objection to the adoption of resolutions by written consent in lieu of a meeting.

RECITALS

A. The Merger Agreement

WHEREAS, on August 10, 2023, Halcyon Semiconductor Aktiengesellschaft ("Halcyon" or the "Company"), Halcyon Acquisition Sub, Inc., a corporation organized and existing under the laws of the State of Delaware and a wholly owned subsidiary of the Company (the "Merger Sub," Delaware Secretary of State File No. 7634291), and Vectris Photonics, Inc., a corporation organized and existing under the laws of the State of Delaware ("Vectris," Delaware Secretary of State File No. 5918437), with its principal place of business at 4750 Ridgepoint Drive, Suite 300, San Jose, California 95134, entered into that certain Agreement and Plan of Merger, dated as of August 10, 2023 (as the same may have been amended, supplemented, or otherwise modified from time to time, the "Merger Agreement");

WHEREAS, the Merger Agreement provided for a reverse triangular merger in accordance with the applicable provisions of the Delaware General Corporation Law, Title 8 of the Delaware Code (the "DGCL"), pursuant to which Merger Sub would merge with and into Vectris, with Vectris continuing as the surviving corporation and becoming a wholly owned subsidiary of the Company (the "Merger");

WHEREAS, the Merger Agreement provided for aggregate all-cash merger consideration of Eight Hundred Million United States Dollars ($800,000,000), representing approximately $13.70 per fully diluted share of Vectris common stock, par value $0.001 per share (calculated on the basis of 58,394,160 fully diluted shares of Vectris common stock, comprising 51,200,000 basic shares of common stock issued and outstanding as of the date of the Merger Agreement, plus 7,194,160 shares of Vectris common stock subject to in-the-money stock options and restricted stock units that would vest or become exercisable in connection with the Merger);

WHEREAS, by resolution of this Aufsichtsrat duly adopted on June 5, 2023 (the "Prior Authorization Resolution"), the Aufsichtsrat authorized and directed the Management Board (Vorstand) of the Company to negotiate, finalize, and execute the Merger Agreement and to take all actions necessary or advisable in connection with the consummation of the Merger, including the formation of Merger Sub, the arrangement of acquisition financing, and the making of all required regulatory filings;

B. Antitrust Filings and Regulatory Proceedings

WHEREAS, in connection with the transactions contemplated by the Merger Agreement and as required by the terms thereof, the Company and Vectris filed a Premerger Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, 15 U.S.C. § 18a (the "HSR Act"), and the rules and regulations promulgated thereunder, with the United States Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice (the "DOJ") on August 18, 2023;

WHEREAS, on August 25, 2023, the Company filed a Form CO notification with the European Commission, Directorate-General for Competition, pursuant to Council Regulation (EC) No 139/2004 of January 20, 2004 on the control of concentrations between undertakings (the "EU Merger Regulation" or "EUMR"), which filing was assigned Case Number M.11247 (Halcyon Semiconductor / Vectris Photonics);

WHEREAS, on September 15, 2023, the Antitrust Division of the DOJ issued a request for additional information and documentary material (commonly known as a "Second Request"), in the form of a Civil Investigative Demand, directed to the Company and Vectris, thereby superseding the expiration of the initial thirty (30) calendar day waiting period under the HSR Act that would otherwise have expired on September 18, 2023, and extending the waiting period until thirty (30) days after both the Company and Vectris have substantially complied with the Second Request;

WHEREAS, on October 6, 2023, the European Commission adopted a decision pursuant to Article 6(1)(c) of the EUMR to initiate proceedings and to open a Phase II in-depth investigation into the proposed concentration, citing serious doubts as to the compatibility of the concentration with the internal market;

WHEREAS, in connection with the Second Request and the Phase II investigation, the DOJ alleged, inter alia, that the combined entity resulting from the Merger would control approximately forty-seven percent (47%) of the United States market for silicon photonics transceiver modules designed and manufactured for hyperscale data center interconnect applications (calculated as the sum of Halcyon's estimated 19% market share and Vectris's estimated 28% market share), resulting in a highly concentrated market with a post-merger Herfindahl-Hirschman Index ("HHI") in excess of 3,200, and the European Commission identified preliminary concerns regarding an approximately thirty-eight percent (38%) combined share in co-packaged optics chiplets in the European Economic Area, with potential foreclosure effects in adjacent markets for optical engine components;

C. DOJ Civil Antitrust Complaint

WHEREAS, on October 30, 2023, the DOJ filed a civil antitrust complaint in the United States District Court for the District of Columbia, captioned United States of America v. Halcyon Semiconductor Aktiengesellschaft and Vectris Photonics, Inc., Case No. 1:23-cv-03187 (D.D.C.) (the "DOJ Action"), seeking a temporary restraining order and permanent injunction to enjoin the Merger on the grounds that the proposed transaction would substantially lessen competition in the relevant market for silicon photonics transceiver modules in violation of Section 7 of the Clayton Antitrust Act, 15 U.S.C. § 18;

WHEREAS, in response to the DOJ Action and in the period preceding its filing, the Company, through its outside counsel, Calderwood & Harkness LLP (Oliver Mackenzie, Responsible Partner, and Howard Bellamy, Specialist Partner, Antitrust & Competition), submitted extensive advocacy materials to the DOJ, including a detailed competitive effects white paper analyzing the relevant product and geographic markets, efficiencies analysis, entry and expansion evidence, and a proposed structural remedy in the form of a divestiture package consisting of the Company's transceiver module manufacturing facility in Dresden, Germany and associated intellectual property licenses, which the DOJ declined to accept as a basis for settlement of the DOJ Action or as an adequate remedy for the competitive concerns identified in the complaint;

D. Evaluation of Options by the Vorstand and Advisors

WHEREAS, the Vorstand, in consultation with Calderwood & Harkness LLP (Oliver Mackenzie, Responsible Partner, and Howard Bellamy, Specialist Partner, Antitrust & Competition) and the Company's financial advisor, Ridgeline Partners LLC (Nathaniel Cross, Lead Managing Director), has carefully evaluated the available courses of action with respect to the Merger Agreement and the pending regulatory proceedings, including the following principal alternatives:

(a) Litigate and Pursue Clearance. Contest the DOJ Action through trial on the merits in the United States District Court for the District of Columbia and simultaneously continue to seek clearance from the European Commission in the Phase II investigation. Calderwood & Harkness LLP and Ridgeline Partners LLC have advised the Vorstand that the estimated likelihood of prevailing at trial and obtaining a favorable judgment in the DOJ Action is assessed at below thirty-five percent (35%), based on the current evidentiary record, the strength of the DOJ's case regarding market concentration, and recent judicial precedent in analogous merger challenges. Estimated litigation costs through trial are projected to exceed Forty-Five Million United States Dollars ($45,000,000), inclusive of expert witness fees, discovery and document review costs, and trial preparation expenses. The timeline for resolution of the DOJ Action and the European Commission Phase II investigation is uncertain and is expected to extend well beyond the Outside Date (as defined below), even accounting for the automatic extension provision.

(b) Negotiate Further Remedies. Engage in further negotiations with the DOJ and the European Commission to propose modified or expanded structural or behavioral remedies sufficient to address the identified competitive concerns. Calderwood & Harkness LLP has assessed this alternative as unlikely to yield terms acceptable to both regulatory authorities and the Company, given the DOJ's express rejection of the proposed divestiture package, the breadth of the competitive concerns articulated in the DOJ complaint, and the European Commission's preliminary identification of distinct competitive issues relating to co-packaged optics chiplets in the EEA that would require additional, separate remedies.

(c) Terminate the Merger Agreement. Exercise the Company's right to terminate the Merger Agreement pursuant to Section 8.1(d) thereof (the "Antitrust Termination Right"), which provides that either party may terminate the Merger Agreement in the event that the required antitrust and competition approvals have not been obtained or cannot reasonably be expected to be obtained prior to the Outside Date, and pay the reverse break-up fee of Twenty-Eight Million United States Dollars ($28,000,000) (representing 3.5% of the aggregate merger consideration) to Vectris as provided in Section 8.3(b) of the Merger Agreement (the "Reverse Break-Up Fee").

WHEREAS, the Vorstand has received and reviewed a memorandum from Calderwood & Harkness LLP dated November 15, 2023 (the "Termination Analysis Memorandum"), which sets forth in detail the legal and strategic analysis supporting termination as the recommended course of action, taking into account, among other factors: (i) the low probability of success in contesting the DOJ Action, as described above; (ii) the magnitude of projected litigation costs; (iii) the ticking fee accruing under the Company's financing commitment with Meridian Atlantic Bank, N.A. (described below), calculated at twenty (20) basis points per annum on the undrawn commitment amount of Five Hundred Million United States Dollars ($500,000,000), which ticking fee has been accruing since November 8, 2023 in accordance with the terms of the commitment letter; (iv) the reputational risk to the Company associated with protracted regulatory opposition and public litigation; (v) the significant diversion of management time and attention from the Company's ongoing business operations, product development roadmap, and strategic initiatives; and (vi) the opportunity cost of uncertainty for both the Company and its shareholders;

WHEREAS, the Vorstand, having deliberated on the alternatives and having carefully considered the recommendations of Calderwood & Harkness LLP and Ridgeline Partners LLC, has presented its recommendation that the Company exercise the Antitrust Termination Right and terminate the Merger Agreement to this Aufsichtsrat for review and approval;

E. Outside Date and Merger Agreement Provisions

WHEREAS, Section 8.1(e) of the Merger Agreement provides for an outside date of March 10, 2024, being one hundred and eighty (180) days following the execution of the Merger Agreement (the "Outside Date"), with one automatic ninety (90) calendar day extension to June 10, 2024 (the "Extended Outside Date") in the event that on the initial Outside Date the sole closing condition remaining unsatisfied is the condition set forth in Section 7.1(b) of the Merger Agreement (receipt of all required antitrust and competition law approvals);

WHEREAS, Section 8.1(d) of the Merger Agreement provides that either party may terminate the Merger Agreement at any time prior to the Outside Date (or, if applicable, the Extended Outside Date) if the required antitrust and competition law approvals identified in Section 7.1(b) of the Merger Agreement have not been obtained and, in the reasonable judgment of the terminating party (exercised in good faith), cannot reasonably be expected to be obtained prior to the Outside Date or Extended Outside Date, as applicable;

WHEREAS, Section 8.3(b) of the Merger Agreement provides that, in the event of a termination by the Company pursuant to Section 8.1(d) (the Antitrust Termination Right), the Company shall pay to Vectris the Reverse Break-Up Fee in the amount of Twenty-Eight Million United States Dollars ($28,000,000) within fifteen (15) business days following the effective date of such termination, by wire transfer of immediately available funds to an account designated by Vectris, and that upon payment of such Reverse Break-Up Fee, the Company shall have no further liability to Vectris arising out of or in connection with the Merger Agreement, except with respect to obligations that expressly survive termination;

WHEREAS, Section 9.8 of the Merger Agreement provides that the Merger Agreement, and all claims, controversies, and disputes arising out of or relating thereto, shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction;

F. Determination of the Aufsichtsrat

WHEREAS, having carefully considered the Termination Analysis Memorandum prepared by Calderwood & Harkness LLP, the advice and recommendations of Calderwood & Harkness LLP (as outside legal counsel) and Ridgeline Partners LLC (as financial advisor), the current regulatory posture in both the United States and the European Union, the assessed probability and estimated cost of contesting the DOJ Action and pursuing European Commission clearance, the obligation to pay the Reverse Break-Up Fee, the accruing ticking fee under the Meridian Atlantic Bank financing commitment, the impact on the Company's ongoing business operations, and the best interests of the Company, its shareholders, and its stakeholders, this Aufsichtsrat has determined that it is in the best interests of the Company and its shareholders to authorize the Vorstand to exercise the Antitrust Termination Right and to terminate the Merger Agreement, and to take all related and ancillary actions as set forth in the resolutions below.

RESOLUTIONS

NOW, THEREFORE, BE IT RESOLVED, as follows:

Resolution 1 — Authorization to Terminate the Merger Agreement

RESOLVED, that the Aufsichtsrat hereby approves and authorizes the Vorstand of the Company to terminate the Agreement and Plan of Merger, dated as of August 10, 2023, among Halcyon Semiconductor Aktiengesellschaft, Halcyon Acquisition Sub, Inc., and Vectris Photonics, Inc., pursuant to Section 8.1(d) thereof (the Antitrust Termination Right), effective as of the date of delivery of written notice of termination to Vectris in accordance with the notice provisions of Section 9.2 of the Merger Agreement.

RESOLVED FURTHER, that each of Dr. Katarina Breuer, in her capacity as Chief Executive Officer (Vorstandsvorsitzende) of the Company, and Markus Ellinger, in his capacity as Chief Financial Officer (Finanzvorstand) of the Company, acting individually or jointly, is hereby authorized, empowered, and directed to execute, deliver, and cause to be delivered, a written notice of termination (in substantially the form attached hereto as Exhibit A or in such other form as Calderwood & Harkness LLP may advise) on behalf of the Company, addressed to:

Vectris Photonics, Inc.

Attention: Rebecca Lau, General Counsel & Corporate Secretary

4750 Ridgepoint Drive, Suite 300 San Jose, California 95134

with a copy (which shall not constitute notice) to:

Whitfield, Prager & Loomis LLP

Attention: Catherine Whitfield, Esq.

1 Embarcadero Center, Suite 4200 San Francisco, California 94111

The targeted date for delivery of the notice of termination is November 30, 2023, or such earlier or later date as the Vorstand, in its discretion and upon the advice of counsel, determines to be appropriate.

Resolution 2 — Authorization to Pay the Reverse Break-Up Fee

RESOLVED FURTHER, that the Aufsichtsrat hereby approves and authorizes the Vorstand to pay the Reverse Break-Up Fee in the amount of Twenty-Eight Million United States Dollars ($28,000,000) to Vectris Photonics, Inc. (or such designee as Vectris may specify in writing in accordance with the Merger Agreement), in accordance with Section 8.3(b) of the Merger Agreement, within fifteen (15) business days following the effective date of termination of the Merger Agreement, by wire transfer of immediately available funds to an account designated by Vectris.

RESOLVED FURTHER, that Markus Ellinger, in his capacity as Chief Financial Officer (Finanzvorstand) of the Company, is hereby authorized, empowered, and directed to execute wire transfer instructions, authorize payment orders, and take all actions necessary or advisable to effectuate the payment of the Reverse Break-Up Fee in a timely manner in compliance with the Merger Agreement.

RESOLVED FURTHER, that the Aufsichtsrat acknowledges and confirms that the Reverse Break-Up Fee shall be paid from the Company's available cash on hand and existing corporate treasury resources, and that no additional financing or borrowing shall be required to fund the payment of the Reverse Break-Up Fee.

Resolution 3 — Authorization to Execute the Termination Agreement and Mutual Release

RESOLVED FURTHER, that the Aufsichtsrat hereby approves and authorizes the Vorstand to negotiate, execute, and deliver a Termination Agreement and Mutual Release (the "Termination Agreement") among Halcyon Semiconductor Aktiengesellschaft, Halcyon Acquisition Sub, Inc., and Vectris Photonics, Inc., on such terms and conditions as the Vorstand, in consultation with Calderwood & Harkness LLP, deems appropriate and in the best interests of the Company; provided, however, that such Termination Agreement shall include, at a minimum, the following terms:

(a) A confirmation that the Merger Agreement has been terminated effective as of November 30, 2023 (or such other date as the notice of termination is actually delivered and becomes effective in accordance with its terms), and that the Merger has been abandoned;

(b) A provision for the payment of the Reverse Break-Up Fee of Twenty-Eight Million United States Dollars ($28,000,000) by the Company to Vectris, in accordance with Section 8.3(b) of the Merger Agreement, within the time period and in the manner specified therein;

(c) A mutual general release of all claims, demands, actions, causes of action, suits, damages, obligations, liabilities, costs, and expenses of every kind and nature, whether known or unknown, contingent or absolute, matured or unmatured, that the Company, Merger Sub, or any of their respective affiliates, on the one hand, and Vectris or any of its affiliates, on the other hand, may have against the other arising out of, in connection with, or relating to the Merger Agreement or the transactions contemplated thereby, other than claims arising under the surviving obligations described in clause (d) below;

(d) Identification and preservation of surviving provisions of the Merger Agreement, including, without limitation: (i) the confidentiality obligations set forth in Section 6.5 of the Merger Agreement; (ii) non-disparagement covenants between the parties; (iii) cooperation covenants relating to the transition of shared data, return or destruction of confidential materials, and coordination with respect to public communications regarding the termination; and (iv) any other provisions of the Merger Agreement that by their terms expressly survive termination;

(e) A provision for the dissolution, winding up, and termination of Halcyon Acquisition Sub, Inc. in accordance with the applicable provisions of the DGCL, with such dissolution to be completed as promptly as practicable following the effective date of the Termination Agreement; and

(f) A governing law provision specifying that the Termination Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to principles of conflicts of laws.

Resolution 4 — Authorization to Terminate the Financing Commitment

RESOLVED FURTHER, that the Aufsichtsrat hereby approves and authorizes the Vorstand to terminate the commitment letter dated as of August 8, 2023 (the "Commitment Letter"), pursuant to which Meridian Atlantic Bank, N.A. (Sandra Feeney, Lead Banker, Leveraged Finance Group) committed to provide a senior secured term loan facility in an aggregate principal amount of Five Hundred Million United States Dollars ($500,000,000) to the Company for the purpose of partially financing the merger consideration payable under the Merger Agreement, and to request the full and unconditional release of all obligations of both the Company and Meridian Atlantic Bank, N.A. thereunder.

RESOLVED FURTHER, that the Vorstand is authorized and directed to deliver written notice of termination of the Commitment Letter to Meridian Atlantic Bank, N.A., with a copy to Kalder & Eames LLP (Philip Strand, Esq.), as financing counsel to Meridian Atlantic Bank, N.A., and to execute and deliver such instruments, certificates, and acknowledgments as may be required to effect the release of all parties from their respective obligations under the Commitment Letter and any related fee letters, engagement letters, or ancillary agreements entered into in connection therewith.

Resolution 5 — Authorization to Withdraw Regulatory Filings

RESOLVED FURTHER, that the Aufsichtsrat hereby approves and authorizes the Vorstand, with the assistance and under the direction of Calderwood & Harkness LLP, to take the following actions with respect to the pending regulatory proceedings:

(a) European Commission. Take all steps necessary or advisable to formally withdraw the EUMR Form CO notification filed with the European Commission, Directorate-General for Competition, in connection with the Merger (Case M.11247 — Halcyon Semiconductor / Vectris Photonics), including the preparation, execution, and submission of such withdrawal notices, correspondence, and supporting documentation as may be required by the European Commission or as may be appropriate under the applicable provisions of the EUMR and the European Commission's Implementing Regulation (EU) No 1269/2013.

(b) U.S. Department of Justice and Federal Trade Commission. Notify the Antitrust Division of the DOJ and the FTC of the termination of the Merger Agreement and the abandonment of the Merger, and take such actions as may be required or advisable to conclude, withdraw, dismiss, or otherwise resolve the pending DOJ Action (United States of America v. Halcyon Semiconductor Aktiengesellschaft and Vectris Photonics, Inc., Case No. 1:23-cv-03187, D.D.C.), including, without limitation, the filing of a joint stipulation of dismissal or voluntary dismissal, and to cooperate with Vectris's counsel in connection therewith, as may be required under the Federal Rules of Civil Procedure and the local rules of the United States District Court for the District of Columbia.

Resolution 6 — Authorization to Execute Ancillary Documents and Take Further Actions

RESOLVED FURTHER, that each of Dr. Katarina Breuer (Chief Executive Officer), Markus Ellinger (Chief Financial Officer), and Dr. Luisa Hartmann (General Counsel and Leitung Recht), acting individually or jointly, is hereby authorized, empowered, and directed, in the name and on behalf of the Company, to execute and deliver any and all certificates, agreements, instruments, documents, filings, notices, consents, and other writings, and to take all such further actions, as any of them may deem necessary, advisable, or appropriate to carry out the intent and purposes of the foregoing resolutions, including, without limitation:

(a) The execution and delivery of all documents and instruments necessary or advisable to effectuate the termination of the Merger Agreement, the payment of the Reverse Break-Up Fee, the execution of the Termination Agreement and Mutual Release, the termination of the Commitment Letter, and the withdrawal of regulatory filings;

(b) The engagement and continued retention of Calderwood & Harkness LLP (as outside legal counsel), Ridgeline Partners LLC (as financial advisor), and such other professional advisors as the Vorstand may determine to be necessary or appropriate, and the authorization to incur and pay fees, costs, and expenses reasonably necessary in connection with the foregoing actions and the termination process generally;

(c) The preparation and filing of any required disclosures with the Frankfurt Stock Exchange, the U.S. Securities and Exchange Commission, or any other applicable regulatory authority or stock exchange in connection with the termination of the Merger Agreement, including ad hoc disclosures (Ad-hoc-Mitteilungen) pursuant to Article 17 of the EU Market Abuse Regulation (Regulation (EU) No 596/2014) and applicable BaFin guidance, and any filings on Form 6-K or other applicable SEC reporting forms; and

(d) Any and all other actions that may be necessary, advisable, or appropriate in connection with the foregoing, the execution and delivery of any document or instrument by any such authorized person to be conclusive evidence of such person's authority to act on behalf of the Company with respect to the matters addressed therein.

Resolution 7 — Ratification of Prior Actions

RESOLVED FURTHER, that all actions heretofore taken by any member of the Vorstand, the General Counsel, or any other authorized officer, employee, or agent of the Company, in connection with the evaluation of the potential termination of the Merger Agreement, the preparation of the Termination Analysis Memorandum, the engagement of Calderwood & Harkness LLP, Ridgeline Partners LLC, and other external advisors, the analysis of alternatives, and any preliminary or exploratory communications with Vectris or its representatives, the DOJ, the FTC, the European Commission, Meridian Atlantic Bank, N.A., or any other person regarding the contemplated termination of the Merger Agreement and the transactions contemplated by these resolutions, are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Company.

WRITTEN CONSENT AND ADOPTION

The undersigned, being all of the members of the Aufsichtsrat of Halcyon Semiconductor Aktiengesellschaft, hereby adopt the foregoing resolutions by written consent in lieu of a meeting (Beschlussfassung im schriftlichen Umlaufverfahren), effective as of November 20, 2023, in accordance with § 12, Paragraph 3 of the Company's Satzung and § 108, Paragraph 4 of the AktG.

This written consent may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of a signed counterpart of this written consent by electronic mail in portable document format (.pdf) or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document shall be effective as delivery of an originally executed counterpart.

Prof. Dr. Friedrich Wendt Chair of the Aufsichtsrat

By: ________

Date: ________

Dr. Margit Schreiber Deputy Chair of the Aufsichtsrat

By: ________

Date: ________

Heinrich Vogt Member of the Aufsichtsrat

By: ________

Date: ________

Dr. Annika Reiser Member of the Aufsichtsrat

By: ________

Date: ________

Thomas Kellermann Member of the Aufsichtsrat (Employee Representative)

By: ________

Date: ________

Sabine Ostermeier Member of the Aufsichtsrat (Employee Representative)

By: ________

Date: ________

Effective Date of Resolutions: November 20, 2023

EXHIBIT A

FORM OF NOTICE OF TERMINATION

The form of Notice of Termination to be delivered to Vectris Photonics, Inc. pursuant to Resolution 1 above is attached hereto as Exhibit A.

Such Notice of Termination shall be prepared by Calderwood & Harkness LLP, reviewed and approved by the Vorstand, and delivered on behalf of Halcyon Semiconductor Aktiengesellschaft in accordance with the notice provisions of Section 9.2 of the Merger Agreement.

Targeted delivery date: November 30, 2023.

Note: The form of Notice of Termination is to be prepared and circulated separately by Calderwood & Harkness LLP (Oliver Mackenzie, Responsible Partner) and is not included in this draft of the Board Resolutions. A draft of the Notice of Termination will be circulated to the Vorstand and the Chair of the Aufsichtsrat for review no later than November 27, 2023.

SECRETARY'S / NOTARY'S CERTIFICATE

CERTIFICATION

I, the undersigned, being the duly appointed corporate secretary (Schriftführer des Aufsichtsrats) of the Aufsichtsrat of Halcyon Semiconductor Aktiengesellschaft, an Aktiengesellschaft organized and existing under the laws of the Federal Republic of Germany, registered with the commercial register (Handelsregister) of the Local Court (Amtsgericht) of Munich under registration number HRB 178254, do hereby certify as follows:

1. The foregoing resolutions were duly adopted by the Aufsichtsrat of the Company by written consent in lieu of a meeting (Beschlussfassung im schriftlichen Umlaufverfahren) on November 20, 2023, in accordance with § 12, Paragraph 3 of the Company's Satzung, § 108, Paragraph 4 of the AktG, and all other applicable provisions of German law and the Company's Satzung.

2. The Aufsichtsrat was properly constituted at the time of the adoption of the foregoing resolutions, with all six (6) seats duly filled and no vacancies existing.

3. All members of the Aufsichtsrat have duly executed and delivered their written consent to the foregoing resolutions, constituting the unanimous approval of the full Aufsichtsrat, and no member of the Aufsichtsrat objected to the procedure of adoption by written consent in lieu of a meeting.

4. The adoption of the foregoing resolutions complies in all respects with the requirements of the AktG and the Company's Satzung, and no further corporate action is required in connection with the adoption and effectiveness of such resolutions.

5. The foregoing is a true, correct, and complete copy of the resolutions as adopted.

Dr. Luisa Hartmann Corporate Secretary / Schriftführerin des Aufsichtsrats Halcyon Semiconductor Aktiengesellschaft

By: ________

Date: ________

This certification is provided for documentary purposes and does not constitute a notarial act (notarielle Beurkundung) within the meaning of the German Notarization Act (Beurkundungsgesetz). A separate notarial certification may be obtained if required for filings with the commercial register or other governmental authorities.

PRIVILEGED AND CONFIDENTIAL ATTORNEY WORK PRODUCT DRAFT — SUBJECT TO REVISION
Prepared by: 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 by Written Consent in Lieu of a Meeting
November 20, 2023
PREAMBLE
The undersigned, constituting all of the members of the Supervisory Board (Aufsichtsrat) of Halcyon Semiconductor Aktiengesellschaft, an Aktiengesellschaft organized and existing under the laws of the Federal Republic of Germany, registered with the commercial register (Handelsregister) of the Local Court (Amtsgericht) of Munich under registration number HRB 178254, with its registered office and principal place of business at Halcyon-Platz 1, 81739 München, Federal Republic of Germany (the "Company" or "Halcyon"), the shares of which are listed on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) under the trading symbol FSE: HSAG and which maintains a sponsored Level III American Depositary Receipt program listed on the Nasdaq Stock Market under the trading symbol Nasdaq: HCYN (ISIN US40582R1095), acting pursuant to the authority vested in the Aufsichtsrat under the German Stock Corporation Act (Aktiengesetz, "AktG"), in particular §§ 111, 112, and related provisions thereof, and in accordance with the articles of association (Satzung) of the Company, as most recently amended and restated effective May 12, 2023, hereby adopt the following resolutions.
The undersigned represent and confirm that they constitute all of the members of the Aufsichtsrat of the Company as of the date hereof, and that no vacancies exist on the Aufsichtsrat. Prof. Dr. Friedrich Wendt, in his capacity as Chair (Vorsitzender) of the Aufsichtsrat, has presided over the preparation, circulation, and adoption of these resolutions.
These resolutions are adopted by written consent in lieu of a meeting (Beschlussfassung im schriftlichen Umlaufverfahren), which manner of adoption is expressly permitted under § 12, Paragraph 3 of the Company's Satzung and is consistent with § 108, Paragraph 4 of the AktG, provided that no member of the Aufsichtsrat objects to such procedure. No member of the Aufsichtsrat has raised any objection to the adoption of resolutions by written consent in lieu of a meeting.
RECITALS
A. The Merger Agreement
WHEREAS, on August 10, 2023, Halcyon Semiconductor Aktiengesellschaft ("Halcyon" or the "Company"), Halcyon Acquisition Sub, Inc., a corporation organized and existing under the laws of the State of Delaware and a wholly owned subsidiary of the Company (the "Merger Sub," Delaware Secretary of State File No. 7634291), and Vectris Photonics, Inc., a corporation organized and existing under the laws of the State of Delaware ("Vectris," Delaware Secretary of State File No. 5918437), with its principal place of business at 4750 Ridgepoint Drive, Suite 300, San Jose, California 95134, entered into that certain Agreement and Plan of Merger, dated as of August 10, 2023 (as the same may have been amended, supplemented, or otherwise modified from time to time, the "Merger Agreement");
WHEREAS, the Merger Agreement provided for a reverse triangular merger in accordance with the applicable provisions of the Delaware General Corporation Law, Title 8 of the Delaware Code (the "DGCL"), pursuant to which Merger Sub would merge with and into Vectris, with Vectris continuing as the surviving corporation and becoming a wholly owned subsidiary of the Company (the "Merger");
WHEREAS, the Merger Agreement provided for aggregate all-cash merger consideration of Eight Hundred Million United States Dollars ($800,000,000), representing approximately $13.70 per fully diluted share of Vectris common stock, par value $0.001 per share (calculated on the basis of 58,394,160 fully diluted shares of Vectris common stock, comprising 51,200,000 basic shares of common stock issued and outstanding as of the date of the Merger Agreement, plus 7,194,160 shares of Vectris common stock subject to in-the-money stock options and restricted stock units that would vest or become exercisable in connection with the Merger);
WHEREAS, by resolution of this Aufsichtsrat duly adopted on June 5, 2023 (the "Prior Authorization Resolution"), the Aufsichtsrat authorized and directed the Management Board (Vorstand) of the Company to negotiate, finalize, and execute the Merger Agreement and to take all actions necessary or advisable in connection with the consummation of the Merger, including the formation of Merger Sub, the arrangement of acquisition financing, and the making of all required regulatory filings;
B. Antitrust Filings and Regulatory Proceedings
WHEREAS, in connection with the transactions contemplated by the Merger Agreement and as required by the terms thereof, the Company and Vectris filed a Premerger Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, 15 U.S.C. § 18a (the "HSR Act"), and the rules and regulations promulgated thereunder, with the United States Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice (the "DOJ") on August 18, 2023;
WHEREAS, on August 25, 2023, the Company filed a Form CO notification with the European Commission, Directorate-General for Competition, pursuant to Council Regulation (EC) No 139/2004 of January 20, 2004 on the control of concentrations between undertakings (the "EU Merger Regulation" or "EUMR"), which filing was assigned Case Number M.11247 (Halcyon Semiconductor / Vectris Photonics);
WHEREAS, on September 15, 2023, the Antitrust Division of the DOJ issued a request for additional information and documentary material (commonly known as a "Second Request"), in the form of a Civil Investigative Demand, directed to the Company and Vectris, thereby superseding the expiration of the initial thirty (30) calendar day waiting period under the HSR Act that would otherwise have expired on September 18, 2023, and extending the waiting period until thirty (30) days after both the Company and Vectris have substantially complied with the Second Request;
WHEREAS, on October 6, 2023, the European Commission adopted a decision pursuant to Article 6(1)(c) of the EUMR to initiate proceedings and to open a Phase II in-depth investigation into the proposed concentration, citing serious doubts as to the compatibility of the concentration with the internal market;
WHEREAS, in connection with the Second Request and the Phase II investigation, the DOJ alleged, inter alia, that the combined entity resulting from the Merger would control approximately forty-seven percent (47%) of the United States market for silicon photonics transceiver modules designed and manufactured for hyperscale data center interconnect applications (calculated as the sum of Halcyon's estimated 19% market share and Vectris's estimated 28% market share), resulting in a highly concentrated market with a post-merger Herfindahl-Hirschman Index ("HHI") in excess of 3,200, and the European Commission identified preliminary concerns regarding an approximately thirty-eight percent (38%) combined share in co-packaged optics chiplets in the European Economic Area, with potential foreclosure effects in adjacent markets for optical engine components;
C. DOJ Civil Antitrust Complaint
WHEREAS, on October 30, 2023, the DOJ filed a civil antitrust complaint in the United States District Court for the District of Columbia, captioned United States of America v. Halcyon Semiconductor Aktiengesellschaft and Vectris Photonics, Inc., Case No. 1:23-cv-03187 (D.D.C.) (the "DOJ Action"), seeking a temporary restraining order and permanent injunction to enjoin the Merger on the grounds that the proposed transaction would substantially lessen competition in the relevant market for silicon photonics transceiver modules in violation of Section 7 of the Clayton Antitrust Act, 15 U.S.C. § 18;
WHEREAS, in response to the DOJ Action and in the period preceding its filing, the Company, through its outside counsel, Calderwood & Harkness LLP (Oliver Mackenzie, Responsible Partner, and Howard Bellamy, Specialist Partner, Antitrust & Competition), submitted extensive advocacy materials to the DOJ, including a detailed competitive effects white paper analyzing the relevant product and geographic markets, efficiencies analysis, entry and expansion evidence, and a proposed structural remedy in the form of a divestiture package consisting of the Company's transceiver module manufacturing facility in Dresden, Germany and associated intellectual property licenses, which the DOJ declined to accept as a basis for settlement of the DOJ Action or as an adequate remedy for the competitive concerns identified in the complaint;
D. Evaluation of Options by the Vorstand and Advisors
WHEREAS, the Vorstand, in consultation with Calderwood & Harkness LLP (Oliver Mackenzie, Responsible Partner, and Howard Bellamy, Specialist Partner, Antitrust & Competition) and the Company's financial advisor, Ridgeline Partners LLC (Nathaniel Cross, Lead Managing Director), has carefully evaluated the available courses of action with respect to the Merger Agreement and the pending regulatory proceedings, including the following principal alternatives:
(a) Litigate and Pursue Clearance. Contest the DOJ Action through trial on the merits in the United States District Court for the District of Columbia and simultaneously continue to seek clearance from the European Commission in the Phase II investigation. Calderwood & Harkness LLP and Ridgeline Partners LLC have advised the Vorstand that the estimated likelihood of prevailing at trial and obtaining a favorable judgment in the DOJ Action is assessed at below thirty-five percent (35%), based on the current evidentiary record, the strength of the DOJ's case regarding market concentration, and recent judicial precedent in analogous merger challenges. Estimated litigation costs through trial are projected to exceed Forty-Five Million United States Dollars ($45,000,000), inclusive of expert witness fees, discovery and document review costs, and trial preparation expenses. The timeline for resolution of the DOJ Action and the European Commission Phase II investigation is uncertain and is expected to extend well beyond the Outside Date (as defined below), even accounting for the automatic extension provision.
(b) Negotiate Further Remedies. Engage in further negotiations with the DOJ and the European Commission to propose modified or expanded structural or behavioral remedies sufficient to address the identified competitive concerns. Calderwood & Harkness LLP has assessed this alternative as unlikely to yield terms acceptable to both regulatory authorities and the Company, given the DOJ's express rejection of the proposed divestiture package, the breadth of the competitive concerns articulated in the DOJ complaint, and the European Commission's preliminary identification of distinct competitive issues relating to co-packaged optics chiplets in the EEA that would require additional, separate remedies.
(c) Terminate the Merger Agreement. Exercise the Company's right to terminate the Merger Agreement pursuant to Section 8.1(d) thereof (the "Antitrust Termination Right"), which provides that either party may terminate the Merger Agreement in the event that the required antitrust and competition approvals have not been obtained or cannot reasonably be expected to be obtained prior to the Outside Date, and pay the reverse break-up fee of Twenty-Eight Million United States Dollars ($28,000,000) (representing 3.5% of the aggregate merger consideration) to Vectris as provided in Section 8.3(b) of the Merger Agreement (the "Reverse Break-Up Fee").
WHEREAS, the Vorstand has received and reviewed a memorandum from Calderwood & Harkness LLP dated November 15, 2023 (the "Termination Analysis Memorandum"), which sets forth in detail the legal and strategic analysis supporting termination as the recommended course of action, taking into account, among other factors: (i) the low probability of success in contesting the DOJ Action, as described above; (ii) the magnitude of projected litigation costs; (iii) the ticking fee accruing under the Company's financing commitment with Meridian Atlantic Bank, N.A. (described below), calculated at twenty (20) basis points per annum on the undrawn commitment amount of Five Hundred Million United States Dollars ($500,000,000), which ticking fee has been accruing since November 8, 2023 in accordance with the terms of the commitment letter; (iv) the reputational risk to the Company associated with protracted regulatory opposition and public litigation; (v) the significant diversion of management time and attention from the Company's ongoing business operations, product development roadmap, and strategic initiatives; and (vi) the opportunity cost of uncertainty for both the Company and its shareholders;
WHEREAS, the Vorstand, having deliberated on the alternatives and having carefully considered the recommendations of Calderwood & Harkness LLP and Ridgeline Partners LLC, has presented its recommendation that the Company exercise the Antitrust Termination Right and terminate the Merger Agreement to this Aufsichtsrat for review and approval;
E. Outside Date and Merger Agreement Provisions
WHEREAS, Section 8.1(e) of the Merger Agreement provides for an outside date of March 10, 2024, being one hundred and eighty (180) days following the execution of the Merger Agreement (the "Outside Date"), with one automatic ninety (90) calendar day extension to June 10, 2024 (the "Extended Outside Date") in the event that on the initial Outside Date the sole closing condition remaining unsatisfied is the condition set forth in Section 7.1(b) of the Merger Agreement (receipt of all required antitrust and competition law approvals);
WHEREAS, Section 8.1(d) of the Merger Agreement provides that either party may terminate the Merger Agreement at any time prior to the Outside Date (or, if applicable, the Extended Outside Date) if the required antitrust and competition law approvals identified in Section 7.1(b) of the Merger Agreement have not been obtained and, in the reasonable judgment of the terminating party (exercised in good faith), cannot reasonably be expected to be obtained prior to the Outside Date or Extended Outside Date, as applicable;
WHEREAS, Section 8.3(b) of the Merger Agreement provides that, in the event of a termination by the Company pursuant to Section 8.1(d) (the Antitrust Termination Right), the Company shall pay to Vectris the Reverse Break-Up Fee in the amount of Twenty-Eight Million United States Dollars ($28,000,000) within fifteen (15) business days following the effective date of such termination, by wire transfer of immediately available funds to an account designated by Vectris, and that upon payment of such Reverse Break-Up Fee, the Company shall have no further liability to Vectris arising out of or in connection with the Merger Agreement, except with respect to obligations that expressly survive termination;
WHEREAS, Section 9.8 of the Merger Agreement provides that the Merger Agreement, and all claims, controversies, and disputes arising out of or relating thereto, shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction;
F. Determination of the Aufsichtsrat
WHEREAS, having carefully considered the Termination Analysis Memorandum prepared by Calderwood & Harkness LLP, the advice and recommendations of Calderwood & Harkness LLP (as outside legal counsel) and Ridgeline Partners LLC (as financial advisor), the current regulatory posture in both the United States and the European Union, the assessed probability and estimated cost of contesting the DOJ Action and pursuing European Commission clearance, the obligation to pay the Reverse Break-Up Fee, the accruing ticking fee under the Meridian Atlantic Bank financing commitment, the impact on the Company's ongoing business operations, and the best interests of the Company, its shareholders, and its stakeholders, this Aufsichtsrat has determined that it is in the best interests of the Company and its shareholders to authorize the Vorstand to exercise the Antitrust Termination Right and to terminate the Merger Agreement, and to take all related and ancillary actions as set forth in the resolutions below.
RESOLUTIONS
NOW, THEREFORE, BE IT RESOLVED, as follows:
Resolution 1 — Authorization to Terminate the Merger Agreement
RESOLVED, that the Aufsichtsrat hereby approves and authorizes the Vorstand of the Company to terminate the Agreement and Plan of Merger, dated as of August 10, 2023, among Halcyon Semiconductor Aktiengesellschaft, Halcyon Acquisition Sub, Inc., and Vectris Photonics, Inc., pursuant to Section 8.1(d) thereof (the Antitrust Termination Right), effective as of the date of delivery of written notice of termination to Vectris in accordance with the notice provisions of Section 9.2 of the Merger Agreement.
RESOLVED FURTHER, that each of Dr. Katarina Breuer, in her capacity as Chief Executive Officer (Vorstandsvorsitzende) of the Company, and Markus Ellinger, in his capacity as Chief Financial Officer (Finanzvorstand) of the Company, acting individually or jointly, is hereby authorized, empowered, and directed to execute, deliver, and cause to be delivered, a written notice of termination (in substantially the form attached hereto as Exhibit A or in such other form as Calderwood & Harkness LLP may advise) on behalf of the Company, addressed to:
Vectris Photonics, Inc.
Attention: Rebecca Lau, General Counsel & Corporate Secretary
4750 Ridgepoint Drive, Suite 300 San Jose, California 95134
with a copy (which shall not constitute notice) to:
Whitfield, Prager & Loomis LLP
Attention: Catherine Whitfield, Esq.
1 Embarcadero Center, Suite 4200 San Francisco, California 94111
The targeted date for delivery of the notice of termination is November 30, 2023, or such earlier or later date as the Vorstand, in its discretion and upon the advice of counsel, determines to be appropriate.
Resolution 2 — Authorization to Pay the Reverse Break-Up Fee
RESOLVED FURTHER, that the Aufsichtsrat hereby approves and authorizes the Vorstand to pay the Reverse Break-Up Fee in the amount of Twenty-Eight Million United States Dollars ($28,000,000) to Vectris Photonics, Inc. (or such designee as Vectris may specify in writing in accordance with the Merger Agreement), in accordance with Section 8.3(b) of the Merger Agreement, within fifteen (15) business days following the effective date of termination of the Merger Agreement, by wire transfer of immediately available funds to an account designated by Vectris.
RESOLVED FURTHER, that Markus Ellinger, in his capacity as Chief Financial Officer (Finanzvorstand) of the Company, is hereby authorized, empowered, and directed to execute wire transfer instructions, authorize payment orders, and take all actions necessary or advisable to effectuate the payment of the Reverse Break-Up Fee in a timely manner in compliance with the Merger Agreement.
RESOLVED FURTHER, that the Aufsichtsrat acknowledges and confirms that the Reverse Break-Up Fee shall be paid from the Company's available cash on hand and existing corporate treasury resources, and that no additional financing or borrowing shall be required to fund the payment of the Reverse Break-Up Fee.
Resolution 3 — Authorization to Execute the Termination Agreement and Mutual Release
RESOLVED FURTHER, that the Aufsichtsrat hereby approves and authorizes the Vorstand to negotiate, execute, and deliver a Termination Agreement and Mutual Release (the "Termination Agreement") among Halcyon Semiconductor Aktiengesellschaft, Halcyon Acquisition Sub, Inc., and Vectris Photonics, Inc., on such terms and conditions as the Vorstand, in consultation with Calderwood & Harkness LLP, deems appropriate and in the best interests of the Company; provided, however, that such Termination Agreement shall include, at a minimum, the following terms:
(a) A confirmation that the Merger Agreement has been terminated effective as of November 30, 2023 (or such other date as the notice of termination is actually delivered and becomes effective in accordance with its terms), and that the Merger has been abandoned;
(b) A provision for the payment of the Reverse Break-Up Fee of Twenty-Eight Million United States Dollars ($28,000,000) by the Company to Vectris, in accordance with Section 8.3(b) of the Merger Agreement, within the time period and in the manner specified therein;
(c) A mutual general release of all claims, demands, actions, causes of action, suits, damages, obligations, liabilities, costs, and expenses of every kind and nature, whether known or unknown, contingent or absolute, matured or unmatured, that the Company, Merger Sub, or any of their respective affiliates, on the one hand, and Vectris or any of its affiliates, on the other hand, may have against the other arising out of, in connection with, or relating to the Merger Agreement or the transactions contemplated thereby, other than claims arising under the surviving obligations described in clause (d) below;
(d) Identification and preservation of surviving provisions of the Merger Agreement, including, without limitation: (i) the confidentiality obligations set forth in Section 6.5 of the Merger Agreement; (ii) non-disparagement covenants between the parties; (iii) cooperation covenants relating to the transition of shared data, return or destruction of confidential materials, and coordination with respect to public communications regarding the termination; and (iv) any other provisions of the Merger Agreement that by their terms expressly survive termination;
(e) A provision for the dissolution, winding up, and termination of Halcyon Acquisition Sub, Inc. in accordance with the applicable provisions of the DGCL, with such dissolution to be completed as promptly as practicable following the effective date of the Termination Agreement; and
(f) A governing law provision specifying that the Termination Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to principles of conflicts of laws.
Resolution 4 — Authorization to Terminate the Financing Commitment
RESOLVED FURTHER, that the Aufsichtsrat hereby approves and authorizes the Vorstand to terminate the commitment letter dated as of August 8, 2023 (the "Commitment Letter"), pursuant to which Meridian Atlantic Bank, N.A. (Sandra Feeney, Lead Banker, Leveraged Finance Group) committed to provide a senior secured term loan facility in an aggregate principal amount of Five Hundred Million United States Dollars ($500,000,000) to the Company for the purpose of partially financing the merger consideration payable under the Merger Agreement, and to request the full and unconditional release of all obligations of both the Company and Meridian Atlantic Bank, N.A. thereunder.
RESOLVED FURTHER, that the Vorstand is authorized and directed to deliver written notice of termination of the Commitment Letter to Meridian Atlantic Bank, N.A., with a copy to Kalder & Eames LLP (Philip Strand, Esq.), as financing counsel to Meridian Atlantic Bank, N.A., and to execute and deliver such instruments, certificates, and acknowledgments as may be required to effect the release of all parties from their respective obligations under the Commitment Letter and any related fee letters, engagement letters, or ancillary agreements entered into in connection therewith.
Resolution 5 — Authorization to Withdraw Regulatory Filings
RESOLVED FURTHER, that the Aufsichtsrat hereby approves and authorizes the Vorstand, with the assistance and under the direction of Calderwood & Harkness LLP, to take the following actions with respect to the pending regulatory proceedings:
(a) European Commission. Take all steps necessary or advisable to formally withdraw the EUMR Form CO notification filed with the European Commission, Directorate-General for Competition, in connection with the Merger (Case M.11247 — Halcyon Semiconductor / Vectris Photonics), including the preparation, execution, and submission of such withdrawal notices, correspondence, and supporting documentation as may be required by the European Commission or as may be appropriate under the applicable provisions of the EUMR and the European Commission's Implementing Regulation (EU) No 1269/2013.
(b) U.S. Department of Justice and Federal Trade Commission. Notify the Antitrust Division of the DOJ and the FTC of the termination of the Merger Agreement and the abandonment of the Merger, and take such actions as may be required or advisable to conclude, withdraw, dismiss, or otherwise resolve the pending DOJ Action (United States of America v. Halcyon Semiconductor Aktiengesellschaft and Vectris Photonics, Inc., Case No. 1:23-cv-03187, D.D.C.), including, without limitation, the filing of a joint stipulation of dismissal or voluntary dismissal, and to cooperate with Vectris's counsel in connection therewith, as may be required under the Federal Rules of Civil Procedure and the local rules of the United States District Court for the District of Columbia.
Resolution 6 — Authorization to Execute Ancillary Documents and Take Further Actions
RESOLVED FURTHER, that each of Dr. Katarina Breuer (Chief Executive Officer), Markus Ellinger (Chief Financial Officer), and Dr. Luisa Hartmann (General Counsel and Leitung Recht), acting individually or jointly, is hereby authorized, empowered, and directed, in the name and on behalf of the Company, to execute and deliver any and all certificates, agreements, instruments, documents, filings, notices, consents, and other writings, and to take all such further actions, as any of them may deem necessary, advisable, or appropriate to carry out the intent and purposes of the foregoing resolutions, including, without limitation:
(a) The execution and delivery of all documents and instruments necessary or advisable to effectuate the termination of the Merger Agreement, the payment of the Reverse Break-Up Fee, the execution of the Termination Agreement and Mutual Release, the termination of the Commitment Letter, and the withdrawal of regulatory filings;
(b) The engagement and continued retention of Calderwood & Harkness LLP (as outside legal counsel), Ridgeline Partners LLC (as financial advisor), and such other professional advisors as the Vorstand may determine to be necessary or appropriate, and the authorization to incur and pay fees, costs, and expenses reasonably necessary in connection with the foregoing actions and the termination process generally;
(c) The preparation and filing of any required disclosures with the Frankfurt Stock Exchange, the U.S. Securities and Exchange Commission, or any other applicable regulatory authority or stock exchange in connection with the termination of the Merger Agreement, including ad hoc disclosures (Ad-hoc-Mitteilungen) pursuant to Article 17 of the EU Market Abuse Regulation (Regulation (EU) No 596/2014) and applicable BaFin guidance, and any filings on Form 6-K or other applicable SEC reporting forms; and
(d) Any and all other actions that may be necessary, advisable, or appropriate in connection with the foregoing, the execution and delivery of any document or instrument by any such authorized person to be conclusive evidence of such person's authority to act on behalf of the Company with respect to the matters addressed therein.
Resolution 7 — Ratification of Prior Actions
RESOLVED FURTHER, that all actions heretofore taken by any member of the Vorstand, the General Counsel, or any other authorized officer, employee, or agent of the Company, in connection with the evaluation of the potential termination of the Merger Agreement, the preparation of the Termination Analysis Memorandum, the engagement of Calderwood & Harkness LLP, Ridgeline Partners LLC, and other external advisors, the analysis of alternatives, and any preliminary or exploratory communications with Vectris or its representatives, the DOJ, the FTC, the European Commission, Meridian Atlantic Bank, N.A., or any other person regarding the contemplated termination of the Merger Agreement and the transactions contemplated by these resolutions, are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Company.
WRITTEN CONSENT AND ADOPTION
The undersigned, being all of the members of the Aufsichtsrat of Halcyon Semiconductor Aktiengesellschaft, hereby adopt the foregoing resolutions by written consent in lieu of a meeting (Beschlussfassung im schriftlichen Umlaufverfahren), effective as of November 20, 2023, in accordance with § 12, Paragraph 3 of the Company's Satzung and § 108, Paragraph 4 of the AktG.
This written consent may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of a signed counterpart of this written consent by electronic mail in portable document format (.pdf) or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document shall be effective as delivery of an originally executed counterpart.
Prof. Dr. Friedrich Wendt Chair of the Aufsichtsrat
By: ________
Date: ________
Dr. Margit Schreiber Deputy Chair of the Aufsichtsrat
By: ________
Date: ________
Heinrich Vogt Member of the Aufsichtsrat
By: ________
Date: ________
Dr. Annika Reiser Member of the Aufsichtsrat
By: ________
Date: ________
Thomas Kellermann Member of the Aufsichtsrat (Employee Representative)
By: ________
Date: ________
Sabine Ostermeier Member of the Aufsichtsrat (Employee Representative)
By: ________
Date: ________
Effective Date of Resolutions: November 20, 2023
EXHIBIT A
FORM OF NOTICE OF TERMINATION
The form of Notice of Termination to be delivered to Vectris Photonics, Inc. pursuant to Resolution 1 above is attached hereto as Exhibit A.
Such Notice of Termination shall be prepared by Calderwood & Harkness LLP, reviewed and approved by the Vorstand, and delivered on behalf of Halcyon Semiconductor Aktiengesellschaft in accordance with the notice provisions of Section 9.2 of the Merger Agreement.
Targeted delivery date: November 30, 2023.
Note: The form of Notice of Termination is to be prepared and circulated separately by Calderwood & Harkness LLP (Oliver Mackenzie, Responsible Partner) and is not included in this draft of the Board Resolutions. A draft of the Notice of Termination will be circulated to the Vorstand and the Chair of the Aufsichtsrat for review no later than November 27, 2023.
SECRETARY'S / NOTARY'S CERTIFICATE
CERTIFICATION
I, the undersigned, being the duly appointed corporate secretary (Schriftführer des Aufsichtsrats) of the Aufsichtsrat of Halcyon Semiconductor Aktiengesellschaft, an Aktiengesellschaft organized and existing under the laws of the Federal Republic of Germany, registered with the commercial register (Handelsregister) of the Local Court (Amtsgericht) of Munich under registration number HRB 178254, do hereby certify as follows:
1.  The foregoing resolutions were duly adopted by the Aufsichtsrat of the Company by written consent in lieu of a meeting (Beschlussfassung im schriftlichen Umlaufverfahren) on November 20, 2023, in accordance with § 12, Paragraph 3 of the Company's Satzung, § 108, Paragraph 4 of the AktG, and all other applicable provisions of German law and the Company's Satzung.
2.  The Aufsichtsrat was properly constituted at the time of the adoption of the foregoing resolutions, with all six (6) seats duly filled and no vacancies existing.
3.  All members of the Aufsichtsrat have duly executed and delivered their written consent to the foregoing resolutions, constituting the unanimous approval of the full Aufsichtsrat, and no member of the Aufsichtsrat objected to the procedure of adoption by written consent in lieu of a meeting.
4.  The adoption of the foregoing resolutions complies in all respects with the requirements of the AktG and the Company's Satzung, and no further corporate action is required in connection with the adoption and effectiveness of such resolutions.
5.  The foregoing is a true, correct, and complete copy of the resolutions as adopted.
Dr. Luisa Hartmann Corporate Secretary / Schriftführerin des Aufsichtsrats Halcyon Semiconductor Aktiengesellschaft
By: ________
Date: ________
This certification is provided for documentary purposes and does not constitute a notarial act (notarielle Beurkundung) within the meaning of the German Notarization Act (Beurkundungsgesetz). A separate notarial certification may be obtained if required for filings with the commercial register or other governmental authorities.

PRIVILEGED AND CONFIDENTIAL ATTORNEY WORK PRODUCT DRAFT — SUBJECT TO REVISION

PREAMBLE

RECITALS

RESOLUTIONS

WRITTEN CONSENT AND ADOPTION

EXHIBIT A

FORM OF NOTICE OF TERMINATION

SECRETARY'S / NOTARY'S CERTIFICATE

CERTIFICATION

Record

Parties

Dates

Amounts