Maxwell Technologies to Acquire Operations of Nesscap Energy February 28, 2017

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1 Maxwell Technologies to Acquire Operations of Nesscap Energy February 28, 2017

2 Safe Harbor This presentation contains forward-looking statements as defined in the Securities Exchange Act of 1934 and is subject to the safe harbors created therein. The forward-looking statements contained herein include, but are not limited to, information regarding the ability of Maxwell and Nesscap to complete the transactions contemplated by the arrangement agreement, including the satisfaction of the conditions to the transactions set forth in the arrangement agreement, and Maxwell s and the combined company s estimated or anticipated future results of operations. These forward-looking statements involve risks and uncertainties that could cause Maxwell s and the combined company s results to differ materially from management s current expectations. Such risks and uncertainties include, but are not limited to, unforeseen changes in the strength of Maxwell s and Nesscap s customers businesses; unforeseen changes in the demand for current and new products, technologies, and services; customer purchasing decisions and timing; unforeseen changes in future revenues, earnings and profitability of Maxwell or Nesscap; the risk that Maxwell is not able to realize the savings or benefits expected from integration and restructuring activities relating to the proposed acquisition of Nesscap; the risk that the required regulatory approvals for the proposed acquisition of Nesscap are not obtained, are delayed or are subject to conditions that are not anticipated; and those risks and uncertainties discussed in Maxwell s Annual Report on Form 10-K to be filed with the Securities and Exchange Commission on March 1,

3 Maxwell Acquisition of Nesscap Business Strong Combination Solidifies Ultracapacitor market leadership & uniquely positions us in energy & power delivery market Expands addressable, fast growing markets Automotive, Industrial, Wind Strengthens product portfolio through addition of leading small cell products Diversifies global customer base & revenue streams Increases R&D leverage to deliver new products at a faster rate Accelerates top-line growth & path to break-even Transaction Overview Maxwell to purchase operating entities of Nesscap for $23.175M Purchase price paid by issuance of ~4.6 million Maxwell shares Subject to 10% upward or downward adjustment based on Maxwell share price prior to closing Nesscap shareholders will own ~12% of Maxwell s total outstanding common shares post close Expected to close in Q Ilya Golubovich (I2BF Global Ventures and Arbat Capital) expected to join Maxwell s Board of Directors Attractive Financial Profile Delivers immediate, positive P&L impact at close: Immediately accretive to non-gaap EPS Enables margin expansion through economies of scale and material cost savings Expected manufacturing and operations synergies Improved revenue growth and diversification via expanded product portfolio and SAM expansion

4 About Nesscap Ultracapacitor Products & Markets Industry leader in small ultracapacitor cells & modules for Wind, Automotive & Industrial Overview: Founded 1999, listed on TSX Venture Canada: NSE Corporate Headquarters: Gyeonggi-do, South Korea 194 Employees Worldwide Global Sales Presence: KR, CN, EU & USA Financial Highlights: 2015 revenue: $17.2M 9-month revenue ending September 30, 2016: $15M Small Cells & Modules: 3F to 360F Wind Pitch Control Auto (Back-up power) Industrial (Robotics, AMR, DVR/UPS, Actuators, Telecom) Large Cells & Modules: 600F to 3400F Wind Pitch Control UPS Bus Truck Rail

5 Combining Strengths to Become a Global Energy Storage Powerhouse Completes Product Portfolio Nesscap Small & Medium Cells + Maxwell Large Cells Streamlines Operations Nesscap Agility + Maxwell Innovation Engine + Combined Scale Solidifies Leadership Nesscap Wind, Auto & Industrial + Maxwell Wind, Auto, Grid & Bus Acquisition Accelerates Growth and Time to Break Even 5

6 Expanding Portfolio to Solidify Leadership in Rapidly Growing SAM $90M to $250M $1.4B ~30% CAGR $1.1B $0.8B $0.6B $0.4B $0.5B Small Cell SAM Profile Industrial 50% Auto 9% Wind 41% Base Market Small Cell Small cell market growing with a 5 year CAGR of 30% Nesscap is global leader with best-in-class small cell products Nesscap portfolio enables Maxwell to more effectively address key small cell markets Strengthening Position in Wind, Automotive and Industrial Markets Enabling Market Share Expansion in Auto & Industrial

7 Accelerated Revenue Diversification 4 to 6% reduction in China portion of total combined revenue mix Decreases dependence on Bus and solidifies Wind MAXWELL CONFIDENTIAL Neutral in Americas portion of total combined revenue mix Increases growth opportunities in Industrials and Auto 4 to 6% increase in Europe portion of total combined revenue mix Increases growth opportunities in Wind, Auto & Industrials Reduced Dependence on China, Diversification in Europe & Americas 7

8 Combined Volumes Drive Increased Operational Efficiencies Gross Margin Economies of Scale, Reduction in Materials Cost, and Increased Factory Utilization Lead to Gross Margin Expansion 30% NESSCAP MAXWELL COMBINED VOLUME - Cell Volume +

9 Strengthening Our Product Portfolio Complementary product portfolio strengthens position in Wind, Auto and Industrial markets Small Cell Medium Cell Large Cell Modules Advanced Technology Wind Auto Industrial Bus Grid Rail Maxwell Nesscap Leveraging combined R&D to deliver more new, innovative products faster 9

10 Industry s Most Complete Energy & Power Delivery Portfolio Bus Wind (Small Cell) Wind (Large Cell) Grid and Rail Auto Industrial COMPETITOR 1 COMPETITOR 2 COMPETITOR 3 COMPETITOR 4 COMPETITOR 5 Lag Lead Complementary Products Create Industry s Most Complete Portfolio

11 Financial Summary Deal Terms Maxwell to acquire the operating entities of Nesscap Energy, Inc. Aggregate purchase price of $23,175,000 in Maxwell common stock 4,607,264 million shares issued (at $5.0301/share) to be adjusted at closing with 10% collar Final share number based on trailing 10 day average share price prior to close Close Date anticipated Q Nesscap shareholders will own ~12.3% of Maxwell Principal shareholders under 18 month lockup Appointment of Ilya Golubovich to BOD (I2BF/Arbat), ~10% ownership of Maxwell Financial Impact Immediate, positive P&L impact at close - accretive to non-gaap EPS Provides incremental scale and growth opportunities entering 2018 Combined company approaching 30% gross margin & breakeven adj. EBITDA by Q4 2017

12 Key Takeaways Solidifies Ultracapacitor market, product and technology leadership Accelerates Revenue Growth - Expanded Portfolio in Rapidly Growing SAM R&D Leverage Allows Delivery of More New Products Faster Expands Margins Driven by Manufacturing & Operational Synergies Immediate, Positive P&L Impact 12

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