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

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Page 1: Maxwell Technologies to Acquire Operations of Nesscap Energys21.q4cdn.com/566123494/files/doc_presentations/20170216_Pinew… · Financial Highlights: 2015 revenue: $17.2M 9-month

Maxwell Technologies to Acquire Operations of Nesscap Energy

February 28, 2017

Page 2: Maxwell Technologies to Acquire Operations of Nesscap Energys21.q4cdn.com/566123494/files/doc_presentations/20170216_Pinew… · Financial Highlights: 2015 revenue: $17.2M 9-month

Safe Harbor

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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, 2016.

Page 3: Maxwell Technologies to Acquire Operations of Nesscap Energys21.q4cdn.com/566123494/files/doc_presentations/20170216_Pinew… · Financial Highlights: 2015 revenue: $17.2M 9-month

Maxwell Acquisition of Nesscap Business

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

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

Strong Combination

Attractive Financial

Profile

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 Q2 2017 Ilya Golubovich (I2BF Global Ventures and Arbat Capital) expected to join Maxwell’s Board of Directors

Transaction Overview

Page 4: Maxwell Technologies to Acquire Operations of Nesscap Energys21.q4cdn.com/566123494/files/doc_presentations/20170216_Pinew… · Financial Highlights: 2015 revenue: $17.2M 9-month

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

About Nesscap

Ultracapacitor Products & Markets

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

Industry leader in small ultracapacitor cells &

modules for Wind, Automotive & Industrial

Page 5: Maxwell Technologies to Acquire Operations of Nesscap Energys21.q4cdn.com/566123494/files/doc_presentations/20170216_Pinew… · Financial Highlights: 2015 revenue: $17.2M 9-month

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Combining Strengths to Become a Global Energy Storage Powerhouse

Completes Product Portfolio

Nesscap Small & Medium Cells+

Maxwell Large Cells

Solidifies Leadership

Nesscap Wind, Auto & Industrial+

Maxwell Wind, Auto, Grid & Bus

Streamlines Operations

Nesscap Agility+

Maxwell Innovation Engine+

Combined Scale

Acquisition Accelerates Growth and Time to Break Even

Page 6: Maxwell Technologies to Acquire Operations of Nesscap Energys21.q4cdn.com/566123494/files/doc_presentations/20170216_Pinew… · Financial Highlights: 2015 revenue: $17.2M 9-month

$0.4B$0.5B

$0.6B

$0.8B

$1.1B

$1.4B

2016 2017 2018 2019 2020 2021

Base Market Small Cell

Expanding Portfolio to Solidify Leadership in Rapidly Growing SAM

$90M to $250M

~30% CAGR

Industrial50%

Wind41%

Auto9%

2017 Small Cell SAM Profile

Strengthening Position in Wind, Automotive and Industrial MarketsEnabling Market Share Expansion in Auto & Industrial

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

Page 7: Maxwell Technologies to Acquire Operations of Nesscap Energys21.q4cdn.com/566123494/files/doc_presentations/20170216_Pinew… · Financial Highlights: 2015 revenue: $17.2M 9-month

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Accelerated Revenue DiversificationMAXWELL CONFIDENTIAL

Reduced Dependence on China, Diversification in Europe & Americas

4 to 6% increase in Europe portion of total combined revenue mix

Increases growth opportunities in Wind, Auto & Industrials

Neutral in Americas portion of total combined revenue mix

Increases growth opportunities in Industrials and Auto

4 to 6% reduction in China portion of total combined revenue mix

Decreases dependence on Bus and solidifies Wind

Page 8: Maxwell Technologies to Acquire Operations of Nesscap Energys21.q4cdn.com/566123494/files/doc_presentations/20170216_Pinew… · Financial Highlights: 2015 revenue: $17.2M 9-month

Combined Volumes Drive Increased Operational Efficiencies

- Cell Volume +

Gro

ss M

argi

n

COMBINEDVOLUME

MAXWELLNESSCAP

30%

Economies of Scale, Reduction in Materials Cost, and Increased Factory Utilization Lead to Gross Margin Expansion

Page 9: Maxwell Technologies to Acquire Operations of Nesscap Energys21.q4cdn.com/566123494/files/doc_presentations/20170216_Pinew… · Financial Highlights: 2015 revenue: $17.2M 9-month

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Strengthening Our Product Portfolio

Maxwell

Wind Auto Industrial Bus Grid Rail

Small Cell

Medium Cell

Large Cell

Modules

Advanced Technology

Nesscap

Leveraging combined R&D to deliver more new, innovative products faster

Complementary product portfolio strengthens position in Wind, Auto and Industrial markets

Page 11: Maxwell Technologies to Acquire Operations of Nesscap Energys21.q4cdn.com/566123494/files/doc_presentations/20170216_Pinew… · Financial Highlights: 2015 revenue: $17.2M 9-month

Financial Summary

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 Q2 2017 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

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

DealTerms

Financial Impact

Page 12: Maxwell Technologies to Acquire Operations of Nesscap Energys21.q4cdn.com/566123494/files/doc_presentations/20170216_Pinew… · Financial Highlights: 2015 revenue: $17.2M 9-month

Key Takeaways

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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

Page 13: Maxwell Technologies to Acquire Operations of Nesscap Energys21.q4cdn.com/566123494/files/doc_presentations/20170216_Pinew… · Financial Highlights: 2015 revenue: $17.2M 9-month

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