Extract to table

Specifically, this memorandum: (a) identifies each Nasdaq corporate governance rule from which Halcyon may claim an exemption as an FPI; (b) describes in detail the corresponding German corporate governance practice that Halcyon follows under the Aktiengesetz (German Stock Corporation Act, "AktG"), the German Corporate Governance Code (Deutscher Corporate Governance Kodex, "DCGK"), the Mitbestimmungsgesetz (German Codetermination Act, "MitbestG"), and other applicable provisions of German law; (c) sets forth our recommendations as to the scope of exemptions that Halcyon should claim in connection with the proposed Nasdaq listing; (d) outlines the procedural requirements for filing the exemption notice with Nasdaq, including the requirement to obtain a home-country counsel certification letter; and (e) addresses the mandatory Nasdaq requirements from which no FPI exemption is available — principally, the audit committee requirements under Nasdaq Rule 5605(c) as mandated by Exchange Act Rule 10A-3 — and analyzes the steps Halcyon must take to comply with those mandatory requirements

The issuer must disclose in its annual report filed with the SEC (on Form 20-F) or on the issuer's website each requirement of the Nasdaq Rule 5600 series that it does not follow and must describe the alternative home-country practice it follows instead

The disclosure of exemptions relied upon must be included in the annual report on Form 20-F filed with the SEC for each fiscal year in which the exemptions are claimed, and must be updated to reflect any changes in the exemptions relied upon or in the home-country practices described

FPIs must distribute or make available an annual report to shareholders and must file such annual report with the SEC on Form 20-F

In the event of a deadlock on the Aufsichtsrat, the Chair — who must be a shareholder representative — holds a casting vote

Nasdaq Requirement Nasdaq Rule 5605(b)(1) requires that a majority of the board of directors of a listed company must be comprised of "independent directors" as defined in Nasdaq Rule 5605(a)(2)