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February 2, 2024
Kevin Chin
Chief Executive Officer
VivoPower International PLC
The Scalpel,18th Floor, 52 Lime Street
London EC3M 7AF
United Kingdom
Re:VivoPower International PLC
Registration Statement on Form F-3
Filed January 12, 2024
File No. 333-276509
Dear Kevin Chin:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form F-3
Cover Page
1.Please revise your cover page to include the calculation of the aggregate market value of
your outstanding voting and non-voting common equity, and the amount of all securities
offered during the prior 12 calendar month period that ends on, and includes, the date of
the prospectus. Refer to Instruction 7 and General Instruction I.B.5. of Form F-3.
Exhibits
2.We note the legality opinion in which counsel states that "The Opinions in paragraph 4.1
are given only for the benefit of the Company and they may not be relied upon by any
other person or for any other purpose." Please remove this limitation. Refer to SLB 19
II.B.3.d. Additionally, please obtain and file a revised legality opinion to cover all
securities in the Form F-3 being registered in the offering.

 FirstName LastNameKevin Chin
 Comapany NameVivoPower International PLC
 February 2, 2024 Page 2
 FirstName LastName
Kevin Chin
VivoPower International PLC
February 2, 2024
Page 2
General
3.Please confirm your understanding that we will not be in a position to accelerate the
effectiveness of your registration statement until our comments relating to your Form 20-
F for the period ended June 30, 2023 have been resolved.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Cheryl Brown at 202-551-3905 or Daniel Morris at 202-551-3314 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Elliott Smith, Esq.