VivoPower International : Notice of Annual General Meeting 2021

Notice of Annual General Meeting to be held on 26 October 2021

_______________________________________________________________________________

VIVOPOWER INTERNATIONAL PLC

(incorporated and registered in England and Wales under number 09978410)

NOTICE OF ANNUAL GENERAL MEETING 2021

to be held at 1.00 pm (London time) on 26 October 2021 at The Scalpel, 18th Floor, 52 Lime Street, London EC3M 7AF and Online at www.virtualshareholdermeeting.com/VVPR2021

_______________________________________________________________________________

Notice of the annual general meeting of VivoPower International PLC to be held at 1.00 pm (London time) on 26 October 2021, at The Scalpel, 18th Floor, 52 Lime Street, London EC3M 7AF and online at www.virtualshareholdermeeting.com/VVPR2021 is set out at Part 2 of this document.

As a result of the coronavirus (COVID-19), VivoPower has a heightened awareness of and appreciation for our global network of shareholders, customers and employees that may be affected. After careful consideration, VivoPower has decided that shareholders will not be permitted to attend in person at the Annual General Meeting. The Company will make arrangements such that the legal requirements for the quorum of the meeting will be satisfied through the attendance of a minimum number of shareholders. We instead invite our shareholders to attend the meeting by virtual means through online attendance at www.virtualshareholdermeeting.com/VVPR2021

It is important that your shares be represented and voted at the annual general meeting. If you cannot attend online and you are a shareholder of record, please vote as soon as possible via the Internet, by telephone or by completing and mailing the proxy card in accordance with the instructions included therein. We would appreciate if you could vote before 22 October 2021, but in any event you must vote, or in the case of mailing the proxy card, return the card so as to arrive, not later than 5.00 pm (London time) on 25 October 2021.

You will be able to participate in the annual meeting, vote your shares electronically and submit your questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/VVPR2021 and entering your 16-digit control number found on the enclosed voting form. You will be able to vote, even if you have previously submitted your proxy. If you hold shares through a depositary, bank or broker, or indirectly in a savings plan, please refer to the proxy statement set out in Part 4 of this document for further information about voting your shares.

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Notice of Annual General Meeting to be held on 26 October 2021

Part 1

Chairman's Letter

VivoPower International Plc

(incorporated and registered in England and Wales under number 09978410)

16 September 2021

To the holders of VivoPower International Plc Shares

Notice of Annual General Meeting

Dear Shareholder

I am writing to you with details of our annual general meeting to be held at 1.00 pm (London time) on 26 October 2021, at The Scalpel, 18th Floor, 52 Lime Street, London EC3M 7AF and online at www.virtualshareholdermeeting.com/VVPR2021 (the "AGM"). In light of public health concerns, shareholder attendance at the AGM will be permitted by a virtual meeting format only, via live audio webcast. You will not be able to attend the AGM physically in person and the address is merely used to satisfy requirements of the Company's articles of association. Detailed instructions on how to use the virtual meeting platform are set out on page 11 of this document.

Resolutions

The formal notice of the AGM is set out on pages 3 to 4 of this document, which sets out the business to be considered at the meeting, together with explanatory notes to the resolutions on pages 5 to 6 of this document.

A copy of the annual accounts and reports for the period ended 30 June 2021 is enclosed.

Voting at the meeting

At the AGM itself, all resolutions will be put to a vote on a poll. You will be able to vote your shares electronically. Further details on voting are set out in the notes to the notice of AGM on pages 7 to 12 of this document.

Voting by proxy

If you would like to vote on the resolutions but cannot attend the AGM, you can appoint a proxy to exercise all or any of your rights to attend, vote and speak at the AGM by using one of the methods set out in the notes to the notice of AGM on pages 7 to 12 of this document. A proxy or voting form is also enclosed with this document to enable you to exercise your voting rights accordingly.

Recommendation

The Board considers the resolutions are in the best interests of the Company and its shareholders as a whole and are therefore likely to promote the success of the Company. The directors unanimously recommend that you vote in favour of the resolutions as they intend to do so in respect of their own beneficial holdings which amount in aggregate to 2,196,923 shares representing approximately 11.9% of the existing issued ordinary share capital of the Company (excluding treasury shares).

Yours faithfully,

Kevin Chin

Chairman of the Board of Directors of VivoPower International Plc

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Notice of Annual General Meeting to be held on 26 October 2021

Part 2

Notice of Annual General Meeting

Notice is hereby given that the annual general meeting of VivoPower International Plc (the "Company") will be held at 1.00 pm (London time) on 26 October 2021, at The Scalpel, 18th Floor, 52 Lime Street, London EC3M 7AF and online at www.virtualshareholdermeeting.com/VVPR2021 to consider and, if thought fit, to pass resolutions 1 to 6 (inclusive) as ordinary resolutions.

The board of directors of the Company (the "Board") considers that the resolutions will promote the success of the Company and are in the best interests of the Company and its shareholders as a whole and, accordingly, the Board recommends voting "For" each of the resolutions.

Resolution 1 - Laying of annual accounts and reports (ordinary resolution)

To receive the accounts and the reports of the directors and the auditors for the financial year ended 30 June 2021 (the "June 2021 Annual Report").

Resolution 2 - Directors' remuneration report (ordinary resolution)

To approve the directors' remuneration report for the financial year ended 30 June 2021 as set out on pages 34 to

41 of the June 2021 Annual Report (the "Directors' Remuneration Report").

Resolution 3 - Re-appointment of auditors (ordinary resolution)

To re-appoint PKF Littlejohn LLP as auditors of the Company, to hold office until the conclusion of the next annual general meeting of the Company.

Resolution 4 - Remuneration of auditors (ordinary resolution)

To authorise the Company's audit committee to determine the remuneration of the auditors.

Resolution 5 - Extension of the term of Matthew Cahir's appointment as a director of the Company (ordinary resolution)

To approve the extension of the term of Matthew Chair's appointment as a director of the Company, by one year, making him a Class B Director, such that the term of his appointment expires in 2024.

Resolution 6 - Extension of the term of William Langdon's appointment as a director of the Company (ordinary resolution)

To approve the extension of the term of William Langdon's appointment as a director of the Company, by two years, making him a Class C Director, such that the term of his appointment expires in 2025.

BY ORDER OF THE BOARD

Directors:

Kevin Chin

William Langdon

Peter Jeavons

Matthew Cahir

Michael Hui

Gemma Godfrey

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Notice of Annual General Meeting to be held on 26 October 2021

JTC (UK) Limited (Company Secretary):

London, 16 September 2021

Registered office:

The Scalpel, 18th Floor, 52 Lime Street, London, England EC3M 7AF Registered in England and Wales No. 09978410

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Notice of Annual General Meeting to be held on 26 October 2021

Part 3

Explanatory Notes to Resolutions

The following pages give an explanation of the proposed resolutions. Resolutions 1 to 6 (inclusive) will be proposed as ordinary resolutions and will be passed if more than 50% of the shareholders' votes cast are in favour.

Notes to Resolution 1 - Annual Report

Resolution 1 is to receive the accounts and the reports of the directors and the auditors for the financial year ended 30 June 2021. The directors are required to present to the meeting the annual accounts and reports that are contained in the Annual Report, including the strategic report, the directors' report and the auditor's report.

Notes to Resolution 2 - Directors' Remuneration Report

In accordance with The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations

2008 of the United Kingdom, the Directors' Remuneration Report contains:

• a statement by Peter Jeavons, chairman of the Company's remuneration committee (the "RemCom");
• the annual report on director remuneration, which sets out payments made in the financial year ended 30 June 2021; and
• the directors' remuneration policy in relation to future payments to the directors and former directors.

Resolution 2 is an ordinary resolution to approve, by way of an advisory vote, the Directors' Remuneration Report other than the Directors' Remuneration Policy. Resolution 2 is an advisory vote only and does not affect the actual remuneration paid to any director.

The Company's auditors, PKF Littlejohn LLP, have audited those parts of the Directors' Remuneration Report which are required to be audited and their report can be found in the Annual Report. The Directors' Remuneration Report has been approved by the Board based on the recommendation of the RemCom and signed on its behalf by the Chairman.

Notes to Resolutions 3 and 4 - Re-appointment of auditors and auditors' remuneration

Resolution 4 is to approve the re-appointment of PKF Littlejohn LLP as the auditors of the Company. The auditors will hold office until the conclusion of the next annual general meeting.

The audit committee has the direct and sole responsibility for the appointment, compensation, retention, oversight and replacement, if necessary, of the external, independent auditor of the Company. The audit committee also considers and makes recommendations to the Board, to be put to shareholders for approval at the AGM, in relation to the appointment, re-appointment and removal of the Company's external auditor and their remuneration, whether fees for audit or non-audit services, and that the level of fees is appropriate to enable an effective and high quality audit to be conducted.

The audit committee annually reviews the audit fee structure and terms of engagement. Fees paid for Company external auditor services for the financial year ended 30 June 2021 were US$163,000.

In addition, the audit committee considers at least once every ten years whether the audit services contract should be put out to tender to enable the audit committee to compare the quality and effectiveness of the services provided by the incumbent auditor with those of other audit firms. Resolution 3, which is recommended by the audit committee, is to confirm the re-appointment of PKF Littlejohn LLP as the auditors of the Company to hold office until the next annual general meeting.

Resolution 4 is to authorise the audit committee to determine the remuneration of the auditors of the Company and the audit fees.

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