VivoPower PLC

This communication includes certain statements that may constitute “forward-looking statements” for purposes of the U.S. federal securities laws.

This announcement contains forward-looking statements including, but not limited to, statements regarding: the Company’s strategic focus on its AI data center business; the proposed Tembo Business Combination, including the timing and outcome of the SEC’s review of the registration statement on Form F-4, the receipt of requisite shareholder approvals, the satisfaction or waiver of closing conditions, the anticipated name and Nasdaq listing of the combined entity, and the Company’s expected retention of a minority shareholding therein; and the proposed separation of Caret Digital, including the intended in specie distribution of Caret Digital shares to VivoPower shareholders on a pro rata basis, the proposed direct listing of Caret Digital on a US national securities exchange, and the structure, form, terms and timing of the Proposed Separation. These statements reflect the Company’s current intentions and expectations only.

Actual results may differ materially from those expressed or implied by these statements due to risks and uncertainties, including: (i) the timing and outcome of the SEC review process in respect of the Form F-4 and whether or when it is declared effective; (ii) the failure to obtain, or delays in obtaining, necessary regulatory, stock exchange or shareholder approvals for either the Tembo Business Combination or the Proposed Separation; (iii) the failure to satisfy other conditions to closing of the Tembo Business Combination; (iv) the parties’ ability to agree and execute definitive transaction documentation for the Proposed Separation; (v) the Board’s determination of the final terms of, and whether to proceed with, the Proposed Separation; (vi) the effectiveness of any registration, listing or other arrangements required in connection with a listing of Caret Digital on a US national securities exchange; (vii) deterioration in digital asset and ancillary market conditions; (viii) prevailing market conditions generally; (ix) the potential that either transaction is completed on terms different from those currently contemplated, or is not completed at all; and (x) other factors set forth in VivoPower’s filings with the SEC.

Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These statements are based on VivoPower’s management’s current expectations or beliefs and are subject to risk, uncertainty, and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein due to changes in economic, business, competitive and/or regulatory factors, and other risks and uncertainties affecting the operation of VivoPower’s business. These risks, uncertainties and contingencies include changes in business conditions, changes in accounting interpretations, intensity of competition, changes in general economic conditions, geopolitical events and regulatory changes, and other factors set forth in VivoPower’s filings with the United States Securities and Exchange Commission. VivoPower is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements whether as a result of new information, future events, changes in assumptions or otherwise.