ETI ALPHADIRECT MANAGEMENT SERIES

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1 ETI ALPHADIRECT MANAGEMENT SERIES AUGUST 24, 2017 IN FOCUS: VIVOPOWER, ITS BUSINESS MODEL AND UNIQUE POSITION IN THE SOLAR VALUE CHAIN VVPR Business Snapshot This report focuses on VivoPower International PLC (NASDAQ: VVPR) and its position in the solar value chain and, specifically, its unique business model and growth strategy. HQ: London, UK Ticker: VVPR (NASDAQ) Stock Price: $3.45* Market Cap: $46.77M* Website: *As of August 23, 2017 Source: THE ETI ALPHADIRECT INSIGHT VivoPower s business model is uniquely designed to navigate the challenges of the dynamic and evolving solar industry. We believe there are two major factors helping to drive the company s growth opportunity. First is the focus on unique assets in more diverse markets that requires local relationships as well as a knowledge base in which to identify and develop them. Second is the concentration of investment funds among fewer large institutions which do not have the time nor focus to develop these types of assets without the assistance of a company like VivoPower. We believe that these two factors give the company a significant growth runway while presenting a unique investment opportunity. In this report, we focus on the company s operating model and look at the various components of the company s strategy. About EnergyTech Investor EnergyTech Investor, LLC (ETI) is an independent research and Investor Intelligence firm that creates and implements digital content and programs to help investors better understand a company s key drivers including industry dynamics, technology, strategy, outlook and risks as well as the impact they could have on the stock price. EnergyTech Investor s expertise encompasses a variety of sectors including Clean Transportation, Emerging EnergyTech, Energy Services, Smart Buildings, Solar, Water Value Chain and Industrial. EnergyTech Investor was founded by Wall Street veteran and research analyst, Shawn Severson, after seeing a significant shift in the investment industry that resulted in less fundamental research conducted on small cap companies and a significant decline in information available to all investors. ETI's mission is to bridge that information gap and engage companies and investors in a way that opens information flow and analytical insights. To learn more, visit: or follow us on LinkedIn or Twitter. 1

2 Participants Dr. Philip Comberg Chief Executive Officer & Board Member VivoPower International PLC Dr. Comberg brings over twenty years of experience as CEO, board member, investor, investment banker and attorney in Europe, the US and Asia. In the past ten years, he has taken different roles in the solar industry, including non-executive Chairman of Solarcentury Holdings in London as well as investing in more than 300 MW of solar power assets in the UK. From 2011 to 2014 he was Chairman and CEO of Germany s foremost solar company Conergy leading its restructuring and sale to Kawa Capital. Prior to that, he served on the board of Chinese NASDAQ listed solar manufacturer Solarfun Power Holdings (now Hanwha QCells). Previously, Dr. Comberg co-founded Alcosa Capital, a Frankfurt based special situation investment and advisory firm, in 2004 focusing on investments in the German SME sector, advising companies on M&A, debt and equity transactions as well as operational issues and serving as their board member. Mr. Shawn Severson Founder & CEO EnergyTech Investor, LLC Mr. Severson is the founding partner and CEO of EnergyTech Investor, LLC. He has over 20 years of experience as a senior research analyst covering the technology and cleantech industries. Prior to founding ETI, he led the Energy, Environmental and Industrial Technologies practice at the Blueshirt Group. Mr. Severson was frequently ranked as a top research analyst including one of the Wall Street Journal s Best on the Street stock pickers and multiple awards as Starmine s top three stock pickers. ABOUT VIVOPOWER INTERNATIONAL PLC VivoPower International PLC s business model is to operate solar power assets to provide its commercial, industrial and government customers with renewable energy. VivoPower s business model encompasses the following: Power support services Energy efficiency & storage services Smart green power services Technology & new energy investments Ground mount utility BTO sales RooftopCIG BTO sales VivoPower s team is an uncommon combination of power plant development and utility industry experience, financial & investment expertise and technology literacy. Collectively the team has financed, structured, developed, commissioned, operated and/or optimized in excess of 1GW of power assets, including over 500MW of solar power plants around the world. This unique and holistic team composition allows VivoPower to add value throughout the entire lifecycle from sourcing opportunities, arranging finance, design, installation, power support services (encompassing asset operation, maintenance, data analytics and optimization) and commissioning. VivoPower International PLC was incorporated in 2016 and is based in London, United Kingdom with additional offices in London, United Kingdom; New York, New York; San Francisco, California; Brisbane and North Sydney, Australia; Singapore; Dallas, Texas; and Manila, Philippines. VivoPower International PLC enjoys strong support from its loyal shareholder and sponsor Arowana International Limited. 2

3 Shawn Severson: Philip, thank you for taking the time to speak with us today. Let s begin by talking about your background and what brought you to VivoPower. Philip Comberg: Yes, thank you, Shawn. Having actually spent the first half of my professional career primarily in investment banking and principal investing I have had an extensive background in the international solar market in the past decade. It allowed me to get a deep insight of how to navigate the challenges of our dynamic and rapidly evolving industry. I have seen both the positive examples of what works and the mistakes that have been made in the industry and we have designed VivoPower s business strategy accordingly to make it a success. My first experience in the solar industry was as a board member of NASDAQ listed Chinese solar manufacturing company Solarfun which was taken over by Hanwha and following the acquisition of QCells ultimately became Hanwha QCells, one of the largest panel manufacturers in the world. I have retained deep relationships within the Chinese solar industry since then. In 2011, I was asked to become the Chairman and Chief Executive Officer of Germany s largest solar company at the time, Conergy, which had, unfortunately, gone into distress and had been taken over by its creditors, mainly US hedge funds. I lead the company through a painful, deep restructuring and successfully sold it to two US financial investors. This experience crystalized for me, in a very detailed and granular way, the opportunities and some of the challenges that the industry faces on a global basis. Following the sale, I stayed on as a non-executive board member and was then asked by one of the two investors, Magnetar Capital, to help them build a solar-generating portfolio in the United Kingdom. Over a 15-month period we assembled over 300 megawatts of shovel ready solar projects which we built and which now forms one of the largest portfolios of operational solar power assets in the United Kingdom. During this period, I also became non-executive Chairman of Solarcentury, a leading London based developer and EPC company, So, I bring to Vivo over a decade of experience in a senior management role in both public and private companies with experience in the entire value chain of the industry, from manufacturing to development, acquisitions, financing and operations. It is with that experience, that we have designed VivoPower to capitalize on a very exciting and high-growth opportunity in the new solar energy world. Shawn Severson: Thank you, Philip. VivoPower has been public for only a few months. Can you give us a little bit more color on how the company came into existence and then publicly traded? Philip Comberg: VivoPower s initial local footprint was founded about two years ago in Australia by Australian investment firm Arowana. In the second half of 2015, Arowana decided to expand the business internationally and we were introduced to each other. We very quickly agreed upon a strategy for VivoPower, both from a business development and from a capital perspective. Simultaneously, while growing VivoPower internationally, we launched a public shell company on the NASDAQ stock market. About a year ago, we announced that we would merge VivoPower into that public shell company as 3

4 a way of accessing the public equity markets. We were very pleased to have successfully executed this strategy in December Shawn Severson: Thank you for the background, Philip. I would like to dig a bit more into the business model and how it fits into the broader solar value chain. We have analyzed numerous solar companies over the years, but VivoPower s BTO or build, transfer and operate model seems unique among the public companies. Help us understand what is different and advantageous to this model. Philip Comberg: Yes, thank you, Shawn. As the solar industry has evolved, we have seen very clear, successful business models emerge in all parts of the value chain. While there are some vertically integrated companies, we believe that by focusing on very specific parts of the value chain, we can optimize not only our business model, but our return on capital. In the global solar power market, we have identified literally hundreds of very successful small development companies which do not have the skills, relationships nor ability to finance or operate those projects. At the other end of the spectrum, we see large pools of capital emerging that are looking to make investments in operating solar projects. These are infrastructure funds, pension funds, and other money management companies that are attracted to stable, long-term returns. The opportunity for VivoPower is to bring projects from a pre-developed stage to the point where they can be invested in by those pools of capital. What is limited in the market today is the capability to evaluate, analyze, conduct due diligence, construct projects and then ultimately bring those projects to the appropriate capital sources that long-term investors offer. We are occupying an important and critical point in the value chain as solar projects get developed. In addition, by VivoPower focusing on that piece of the value chain, we can turn our capital and profitably quickly to grow the company. By doing so, we believe that we will establish a large asset base of operating solar projects that we can then operate on behalf of the investors to optimize their returns. The future for VivoPower will be to operate a large and growing asset base of operating solar projects on behalf of institutional investors and begin to provide energy as a service to the power customers. Shawn Severson: I would like to focus a bit more on the idea of capital efficiency in your model and value creation for stakeholder s and specifically public equity holders. How does this drive growth and provide investors with better returns than they would generate by owning individual segments of the solar value chain? Philip Comberg: We do not see many comparable public companies with our focused and disciplined strategy and thus we offer investors one of, if not the only, opportunity to target this segment of the solar power value chain. Our value proposition is to identify independent small developers who can bring projects through the development phase, they de-risk those projects significantly. We allocate our capital to a fairly short period of time where projects can be designed and built profitably before being sold to institutional investors. We have the best capabilities and relationships to identify the best source of long term capital for the specific projects. We expect to deploy capital for a period of six to twelve months and earn a multiple of our money during that phase. We identify and invest at an inflection point that offers an 4

5 attractive risk and return ratio through the value chain and therefore offers the opportunity for the public equity markets to participate in that high-value segment. Shawn Severson: Thank you, Phillip. Let s move to breaking down each segment of the model. During the Build phase of a project, you talk about your ability to partner with developers. The market would already seem to be fairly efficient, so what advantage would you say Vivo has to leverage in this situation? Philip Comberg: Yes, markets are certainly fairly efficient but the specific dynamics of solar development are very suited to our business model. Solar development is a very local business requiring relationships with permitting officials, with landowners and with local utilities. Those kinds of relationships can only be obtained if you are in a local market and all the developers that we work with have those characteristics. With very few exceptions, they do not have relationships with the long-term investors and rarely have the right relationships with the global suppliers of equipment and services. By partnering with developers, we are bringing value to the table and we find that our skills are very complementary. As a result, developers can focus their resources on managing development risk and we can focus on optimizing the value of projects by focusing on specific items: optimizing the design as well as the procurement of equipment and services at attractive costs and monitoring and financing the construction of projects. It is a very compatible relationship that we provide to these developers. Shawn Severson: Given that particular part of the market seems to be relatively diverse and fragmented, how do you find or reach out to these developers in the marketplace? Philip Comberg: We have put together an origination team at VivoPower that has over a decade of experience individually with origination in exactly this type of business. We have teams in the UK, in the U.S. and in Australia that have deep relationships in the market as well as many referrals from other relationships. Law firms, engineering firms and suppliers to the industry all refer their clients to us because they know that we can make a good partner for their development clients. Shawn Severson: The second stage is in the Transfer of these assets to focus on financing, engineering, optimization and procurement. This is clearly the biggest role VivoPower seems to play. Can you explain what you do differently or better than the status quo? Philip Comberg: Yes, we have a very experienced and dedicated team that has experience in all of those operating sectors you just mentioned. We are responsible for designing systems so that they can produce electricity on an optimal, low-cost basis. We have relationships with equipment buyers throughout the globe and we have extensive relationships with the capital markets with project finance, tax equity and long-term investors. So, we have built an outstanding team with a complimentary extensive experience set across all aspects of this. What is also important from a risk perspective, is that we will identify a long-term buyer of a project on terms that we know before we commit our capital. When we invest our capital, and acquire a project, we have already identified the long-term investor and we therefore know what our profit margin is. We have created a different model and I am not aware of any firms that focus on this specific part of the value chain the way that we do. 5

6 Shawn Severson: Thank you. That was very helpful. Let s move on to the third part of the model which is Operation of an installed base. Help us understand what that means, particularly how this impact long-term recurring revenues? Philip Comberg: This is exactly where we are headed with the long-term business. As we build and install the base of solar generating assets, and we grow our client base, we will be able to provide asset management services both to optimize the operating efficiency of projects and also offer our power clients a more tailored energy solution for their needs. We believe in marrying both of those perspectives. Running plants efficiently as well as delivering energy as a product or service to clients is where our energy industry is headed. Asset management specifically is maintaining the quality of our assets by making sure that they are properly maintained: that they are producing power at the expected amount and that we are managing maintenance and other operating aspects in an efficient manner. We also think about asset management as delivering electricity in a value-added way. This could be by providing more or less power at different times of the day or by assisting a company to manage their own energy use in a more efficient way while backed up by a fleet of generating assets. Shawn Severson: That brings us to the idea of building an energy services company which I understand you have the ambition to pursue. The distributed power and distributed power generation is an entrenched megatrend at this point and we expect will continue longterm. What does the term energy services mean to you and VivoPower s strategy? Philip Comberg: It is the future of energy. We are seeing evidence of that throughout the world. In the U.S, for example, just recently for the first time, the amount of renewable power that was secured by corporations exceeded that secured by utilities for the first time. For us, we were delighted that Starbucks provided equity capital to one of our projects in the United States as well as entered into a long-term contract to purchase renewable energy credits. And we are seeing evidence of that in Australia and Europe as well. First and foremost, it is happening today. Commercial and industrial companies are seeing their energy usage as a strategic imperative to manage more proactively. The relationship between commercial and industrial customers and their energy suppliers is changing rapidly and we believe that it will be vital to provide energy as a service to those companies. What does that mean? That means first of all, understanding the data as this is a data management business. Having a very granular minute-by-minute accurate understanding of both the generating profile as well as the load profile of companies is vital to optimize that. It will also be important to bring new technology. We are seeing rapid improvement in battery storage and the cost of battery as the technology applications improve, and there will be other examples, such as smart grids. The entire industry is evolving in that way and we believe will bring Vivo to the forefront of that and provide an opportunity for public equity investors to participate in what is a rapidly evolving industry. Shawn Severson: Let s bring this back to the business model - it is already proven to be an EBITDA generator with a $18.9 mm in adjusted EBITDA in fiscal You have also provided guidance for fiscal How does your 6

7 model give you this type of visibility and repeatability with your strategy long-term? Philip Comberg: The revenue side of the equation is a combination of energy services and revenues from our build, transfer and operate model. The energy services revenue has been very steady. We have acquired a business where energy services have been the core and that has produced steady revenues for many years. The build, transfer and operate revenue component is a higher growth effort and focused upon converting a pipeline of solar projects into operating projects and transferring them to investors. Last year, we converted 90 megawatts of solar projects which generated roughly half of our revenues. So, it is very much a function of our pipeline as well as our ability to build the projects and to convert them into the transfer business. Our joint venture, which we announced in April, has strengthened that pipeline and gives us very solid and long-term visibility into the BTO revenue component of our business. From an EBITDA perspective, it is a similar story. The energy as a services business is a very steady EBITDA generating business. The balance is based upon our BTO model and again, it is very much a function of the pipeline being able to convert. Shawn Severson: That is a great segway to my last question going back to that joint venture announcement with Innovative Solar Systems recently. Can you give us a little bit of color and history on how that will impact the business over the next two years? Philip Comberg: Yes, sure. It is a very important strategic initiative for VivoPower. Innovative Solar is a high-quality development company that specializes in land acquisition and we have successfully partnered with them already on the 90 megawatts that we built and transferred during the last twelve months. Now we have a track record with Innovative Solar. We are very compatible and our teams work very well together. Innovative has had a business model for five years of acquiring land that could be attractive for solar projects, bringing that land through the permitting process and then selling to developers who then build the projects. For them, the process of selling projects was somewhat of a distraction as they grew their business. We approached Innovate Solar almost nine months ago with the concept of a broader alliance or framework agreement and that has resulted in the joint venture that we announced in April with dedicated projects which could result in 1.8 gigawatts of generating capacity. We have agreed to fund a modest amount of development costs associated with those projects with an option to acquire those projects once they are developed. With VivoPower as a dedicated and reliable partner with Innovative Solar, we are solving one of their problems by acquiring their developed projects, creating a strong union. At the same time, VivoPower has a dedicated pipeline of projects with an option to buy projects attractive to us. So, it is a very attractive joint venture for both parties and we are looking forward to working with Innovative Solar over many years as we continue to bring those projects through the development cycle. Shawn Severson: Great. Thank you, Philip for your time and we look forward to speaking with you in the near future for the next ETI AlphaDirect Management series. Philip Comberg: Thank you very much, Shawn. 7

8 SHAWN SEVERSON FOUNDER AND CEO Mr. Severson founded EnergyTech Investor in 2016 after seeing a significant communication and information gap developing between small and micro-cap companies and the financial community. Mr. Severson has over 20 years of experience as a senior research analyst covering the technology and cleantech industries. Previously, he was Managing Director at the Blueshirt Group where he was the head of the Energy, Environmental and Industrial Technologies practice. Prior to the Blueshirt Group, Mr. Severson was at JMP Securities where he was a Senior Equity Research Analyst and Managing Director of the firm s Energy, Environmental & Industrial Technologies research team. Before joining JMP, he held senior positions at ThinkEquity, Robert W. Baird (London) and Raymond James. He began his career as an Equity Research Associate at Kemper Securities. He was frequently ranked as a top research analyst including one of the Wall Street Journal s Best on the Street stock pickers and multiple awards as Starmine s top three stock pickers. DISCLOSURE ETI is an independent research and publishing organization, not a licensed broker, broker dealer, market maker, investment banker, or underwriter. This report is published solely for informational purposes and is not to be construed as an offer to sell or the solicitation of an offer to buy any security in any state. This is not a complete analysis of every material fact regarding any company, industry or security. ETI may offer its opinions in its articles, reports and interviews concerning featured companies, or the business spaces and market segments in which they operate. Any opinions are provided solely for the general opinionated discussion of its readers and viewers, and therefore should not be considered to be complete, precise, accurate, or current investment advice, and all investment decisions are solely the responsibility of the reader. A fee has been paid for the sponsored material contained herein (the Sponsored Materials ), in either cash or restricted stock, by the indicated Company. Additionally, ETI may perform consulting or advisory services for Companies that ETI produce and publish Sponsored Materials for. The Sponsored Materials are not and should not be construed as an offer to sell or the solicitation of an offer to purchase or subscribe for any investment. No information in the Sponsored Materials should be construed as individualized investment advice. A licensed financial advisor should be consulted prior to making any investment decision. ETI makes no guarantee, representation or warranty and accepts no responsibility or liability as to its accuracy or completeness of the Sponsored Materials. ETI assumes no warranty, liability or guarantee for the current relevance, correctness or completeness of any information provided. Furthermore, we assume no liability for any direct or indirect loss or damage or, in particular, for lost profit, which you may incur as a result of the use and existence of the information, provided within the Sponsored Materials. We may distribute our reports through other organizations or companies. This article contains "forward-looking statements," as that term is used in the federal securities laws, about the advantages of Capstone products and parts; reduction of operating costs, geographic and market diversification; revenue growth in emerging markets; benefits from Capstone Energy Finance and related financing solutions; growth of aftermarket and factory protection plan revenue; and increased margins. Forward-looking statements may be identified by words such as "expects," "objective," "intend," "targeted," "plan" and similar phrases. These forward-looking statements are subject to numerous assumptions, risks and uncertainties described in Capstone's filings with the Securities and Exchange Commission that may cause Capstone's actual results to be materially different from any future results expressed or implied in such statements. Capstone cautions readers not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. Capstone undertakes no obligation, and specifically disclaims any obligation, to release any revisions to any forward-looking statements to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events. 8