PROJECT CAVENDISH INVESTOR PRESENTATION SEPTEMBER 2017 | LONDON

IMPORTANT NOTICE

These presentation materials are confidential and have been issued in connection with the proposed placing of new ordinary shares of £0.05 pence each (the "PlacingShares") in the capital of ITM Power plc (the "Company") and the admission of the Placing Shares to trading on the AIM market of the London Stock Exchange plc.

These presentation materials do not constitute or form part of any offer for sale or subscription or any solicitation for any offer to buy or subscribe for any securities nor shallthey or any part of them form the basis of or be relied upon in connection with any contract or commitment whatsoever. Any decision in connection with any proposedsubscription for Placing Shares must be made solely on the basis of the investor circular as well as the placing letter to be issued on behalf of the Company in due course.Whilst all reasonable care has been taken to ensure that the facts stated in these presentation materials are accurate and that any forecasts, opinions and expectationscontained therein are fair and reasonable, no reliance whatsoever should be placed on them. Accordingly, no representation or warranty express or implied is made to thefairness, accuracy, completeness or correctness of these materials or opinions contained therein and each recipient of these presentation materials must make its owninvestigation and assessment of the matters contained therein. In particular, but without prejudice to the generality of the foregoing, no representation or warranty is given,and no responsibility or liability is accepted, as to the achievement or reasonableness of any future projections or the assumptions underlying them, or any forecasts,estimates, or statements as to prospects contained or referred to in these presentation materials.

No responsibility or liability whatsoever is accepted by any person for any loss howsoever arising from any use of, or in connection with, these presentation materials or theircontents or otherwise arising in connection therewith. In issuing these presentation materials, the Company does not undertake any obligation to update or to correct anyinaccuracies which may become apparent in these presentation materials. These presentation materials are being supplied to you for your own information and may not bedistributed, published, reproduced or otherwise made available to any other person, in whole or in part, for any purposes whatsoever. In particular, they should not bedistributed to or otherwise made available to persons with addresses in Canada, Australia, Japan, the Republic of South Africa or the United States, its territories orpossessions or in any other jurisdiction outside of the United Kingdom where such distribution or availability may lead to a breach of any law or regulatory requirements.

The distribution of these presentation materials in other jurisdictions may be restricted by law, and persons into whose possession these presentation materials come shouldinform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the laws of the relevant jurisdiction.

In the United Kingdom, these presentation materials have not been approved by an authorised person pursuant to section 21 of the Financial Services and Markets Act 2000(the "FSMA") and, accordingly, these presentation materials are only directed at persons in the United Kingdom who fall within the exemptions contained in Articles 19 and49 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (such as persons who are authorised or exempt persons within the meaning of the FSMAand certain other investment professionals, high net worth companies, unincorporated associations or partnerships and the trustees of high value trusts) and persons whoare otherwise permitted by law to receive them. These presentation materials are directed only at persons having professional experience in matters relating to investmentsand any investment or investment activity to which these presentation materials relate is only available to such persons. Persons of any other description, including thosewho do not have professional experience in matters relating to investments, should not rely on these presentation materials or act upon their content. These presentationmaterials have not been approved by the Financial Conduct Authority (the "FCA") as a prospectus for the purposes of section 87A of the FSMA and have not been filed withthe FCA pursuant to the United Kingdom Prospectus Rules. No offer of the Placing Shares will be made in the United Kingdom in circumstances which would require such aprospectus to be prepared.

These presentation materials may contain forward-looking statements that reflect the Company's current expectations regarding future events, the Company's liquidity andresults of operations, as well as the Company's working capital requirements and future capital raising activities. Forward-looking statements involve risks and uncertainties.Actual events could differ materially from expectations embodied in forward-looking statements and depend on a number of factors, some of which may be beyond theCompany's control.

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• A market leader in rapid response electrolysers and integrated hydrogen energy systems

• Strong momentum in hydrogen adoption driven by accelerating shift to clean renewable energy

• Core product offering targets multiple multi-billion pound addressable markets

• Blue-chip clients and development partners

• Protected IP & know how

• Industrial scale reference plant driving follow-on orders

• Continued product scale up driving reduced unit costs

• c.£25m firm placing to increase working capital and expand capacity

ITM POWER INVESTMENT CASE | WHY NOW?

ITM POWER INVESTMENT CASE | WHY NOW?

ITM Power has reached a tipping point | backlog £36.7m | opportunity pipeline £180m+

HYDROGEN ENERGY SYSTEMS 3

Record Orderbook

Key Clients:

£0m

£10m

£20m

£30m

£40m

14 15 16 17

Backlog

ITM POWER | WHAT WE DO

ITM Power manufactures integrated hydrogen energy systems

HYDROGEN ENERGY SYSTEMS

Renewable Electricity

Renewable Chemistry

Clean Fuel

Power-To-Gas

ITM POWER | WHAT WE DO

4

Water

ITM Electrolyser

COMPANY EVOLUTION | PRODUCT SCALE-UP

COMPANY EVOLUTION | PRODUCT SCALE-UP

HYDROGEN ENERGY SYSTEMS

Company and market at the tipping point:

• Ten years of R&D leading to first product sale in 2011

• Subsequent focus on optimising and scaling up product

at a commercial price point

• Established reference

plant driving significant

growth in backlog

20172011 20162013 2015

£37.7m<£0.1m £16.3m<£1m £10.5m

Accelerated Growth in Order Pipeline:

5

10MW

0.06MW

3MW0.2MW

1MW

ITM POWER | BUSINESS DEVELOPMENT

Project Initiation

Project Development

Design & Manufacturing

Sales of Integrated Systems

Build Own & Operate

Fuel ContractsAfter Sales

Support

From project initiation to after sales support

• Project initiation and development

• Customer led design and modular manufacturing

• System sales or build own and operate

• After sales support | condition monitoring | data collection and reporting

ITM POWER | BUSINESS DEVELOPMENT

HYDROGEN ENERGY SYSTEMS

Revenue Generating

6

Key Clients:

MANUFACTURING FACILITIES

MANUFACTURING FACILITIES

HYDROGEN ENERGY SYSTEMS

Current facilities are at capacity

• Power supply and grid connection at capacity

• Product acceptance testing at capacity

• Need for new facilities to manufacture 100MW units

7

ITM Power Factory

WHY

HYDROGEN?

8

MULTIPLE SECTOR APPLICATIONS

HYDROGEN ENERGY SYSTEMS 99

ADDRESSABLE INDUSTRIAL MARKETS

HYDROGEN ENERGY SYSTEMS

Power-To-Gas

Clean Fuel

Renewable Chemistry

Power-To-Gas Storage:• UK Electricity Grid 336TWhrs/yr throughput

• UK Gas Grid 897TWhrs/yr throughput

• Assuming 3% Hydrogen injection

• UK addressable market of €1.1bn

Hydrogen Fuel:• Current UK fuels market is 700TWh

• If hydrogen captures 1% of it (7TWh)

• Electrolysers operate c.10 hours per day

• Required capacity will be: 2.86 GW

• UK addressable market is €2.8bn

Renewable Chemistry and Refineries:• Ammonia | €0.3bn in UK | €33bn global

• Methanol | €6bn in UK | €30bn global

• Steel production | €0.6bn in UK | €80bn global

• Refineries | €1.3bn in UK | €90bn global

10

Thüga – Germany (2014)

Cobham – UK (2017)

CAPTURING THE

OPPORTUNITY

POWER-TO-GAS

ENERGY STORAGE

RENEWABLE

CHEMISTRY

CLEAN FUEL

Stock image

11

ENERGY STORAGE TECHNOLOGIES

ENERGY STORAGE TECHNOLOGIESITM Electrolyser provides the lowest cost long duration large scale energy storage

Source: ITM Power plc

HYDROGEN ENERGY SYSTEMS12

An electrolyser is a converter of energy rather than an energy store, therefore capacity is unbounded

10MW

Chemical industry

Refineries

BIGGER MARKETS YET TO BE CAPTURED

HYDROGEN ENERGY SYSTEMS

BIGGER MARKETS YET TO BE CAPTURED

<€1m €1-3m €10m €100m

Revenue per Order:

13

From project initiation to after sales support

• Demonstrated capability in smaller scale projects

• First step into larger market

• Design for 100MW now ready to order

<1MW 1-3MW 10MW 100MW

EPCContractor

Deployment of worlds largest PEM electrolyser with Shell at Wesseling Refinery

• Utilises proven and modular PEM electrolysis system

• The Wesseling refinery currently uses 180,000t/yr of H2

• This equates to 1,000MW of electrolysis, worth €1 billion

• Fully integrated & autonomous

• Expandable & industrial scale

• Replication maintains standardisation

10MW | 30MW | 100MW ELECTROLYSER SYSTEMS

HYDROGEN ENERGY SYSTEMS

ELECTROLYSER SCALE UP214

10MW

30MW

100MW

BUSES | TRUCKS | TRAINS | FERRIES

Targeting large scale commercial applications

BU

SE

S • Tyseley Energy Park

- 3MW (1.2t/day) electrolyser to support 20 buses

• Pau (France)

- 1MW (0.4t/day) electrolyser supporting 8 buses

REFUELLING STATION DESIGNS

HYDROGEN REFUELLING SYSTEMS215

30kg/d

ay

TR

UC

KS • USA and Japan pilot projects

- 8x 30MW (12t/day) design and feasibility study

- 160 haulage vehicles per station

75kg/d

ay

TR

AIN

S • 50MW (20t/day) design study

• 30MW (12t/day) design study

180kg/d

ay

FE

RR

IES • Kirkwall Harbour (UK)

- 3MW (1.2t/day) design and feasibility study

• 50MW (20t/day) design and feasibility study

- Two other studies in process500kg/d

ay

Project negotiations

In partnership with

FINANCIALS

FUNDRAISE

USE OF FUNDS

TERM SHEET

16

BACKLOG AND OPPORTUNITY PIPELINE

HYDROGEN ENERGY SYSTEMS

BACKLOG AND OPPORTUNITY PIPELINE

Backlog*

£180m+

217

Opportunity Pipeline

• 55+ projects tendered

• c.£3m typical deal size

Recognised Revenue

(*under contract or in final stages of negotiation)

Renewable Chemistry

Power to Gas

Clean Fuel

Other

TRANSITION FROM GRANTS TO COMMERCIAL SALES

HYDROGEN ENERGY SYSTEMS 218

TRANSITION FROM GRANTS TO COMMERCIAL SALES

Transition to Commercial Sales

• Electrolysers priced at €1m/MW at MW scale

• c.25% gross margin

• c.£7.5m fixed overheads per year*

Working Capital

• Portion of contract value up front with balance paid on completion

• Working Capital required to fund projects build phase Time

Pe

rce

nta

ge o

f R

eve

nu

e

20%

10%

30%

40%

60%

50%

70%

80%

90%

100%

0%

Current Tipping PointDevelopment Phase The Future

(*on commercial sales, including incremental costs of the new premises)

Research &

Development

• Financed the build

up of ITM’s IP

• Established ITM’s

competitive

position

Build Own

and Operate

• First of a kind

• Establishment

of reference

plant

Commercial

Sales

• Opportunity

pipeline in

excess of

£180m

• Focus on

margin, backlog

and opportunity

pipeline

Sales

Grants

SELECTED FINANCIALS

FINANCIALS

HYDROGEN ENERGY SYSTEMS

Year ended 30 April 2017:

219

FY2017 FY2016 Change

Revenue 2.4 1.9 24%

Cost of Sales (1.8) (1.5) 18%

Gross Profit 0.6 0.4 44%

Operating Costs

Research & Development (2.0) (2.0) 3%

Protype production & engineering (2.6) (3.0) (12%)

Sales & marketing (1.5) (1.4) 11%

Administration (2.2) (1.7) 28%

Grant Income 4.2 3.2 30%

Loss from Operations (3.5) (4.4) (19%)

• Commercial Sales

• 29% Gross Margin

• £6.3m of underlying fixed costs in

2017 (up 5% YoY)

• Grant Income funds all R&D and a

portion of fixed costs

FY2017 FY2016 Change

Working Capital Movement (3.3) (3.4) (3%)

Income Statement

Cash Flow

USE OF FUNDS

HYDROGEN ENERGY SYSTEMS

USE OF FUNDS

c.£25m firm placing to address the two main barriers to growth

• Working capital: Growth acceleration c.£22.5m (90%)

• New premises: Scale-up and time to market c.£2.5m (10%)

220

Working Capital

• Required for large orders

• Growth acceleration

• Inventory to reduce delivery time

New Premises Identified

• Increased capacity

• Consolidation on one site

• 5MW power supply

De-risked Balance Sheet

expected to provide enhanced:

• Customer confidence

• Ability to negotiate better terms

• Quote conversion rate

SUMMARY

SUMMARY

HYDROGEN ENERGY SYSTEMS

Company and market at the tipping point:

• The hydrogen industry is at a tipping point

• The addressable markets are current, global and huge

• ITM Power is well placed to exploit this growing market

• Rapidly growing order book with blue chip partners

• Working capital and expansion capital is now required

20172011 20162013 2015

221

PROJECT CAVENDISH INVESTOR PRESENTATION: APPENDIXSEPTEMBER 2017 | LONDON

222

FCEV REFUELLING STATION

WHAT IS AN FCEV REFUELLING STATION?

ITM Power Electrolyser

80kg/day expandable to

500kg/day in 20ft container

Dispenser

350 and 700 bar refuelling point

Buffer Tank

20bar 15m3 tank

BOC | Linde Compression

Ionic Compressor and gas storage,

600kg/day

Payment Unit

Card reader, touchscreen and

printer for cash register receipt

Tube trailer connection

Off take of hydrogen for back up

supply and other applications

HYDROGEN REFUELLING SYSTEMS223

HRS scale up through replication

• Ability to satisfy specific refuelling profiles

• Sophisticated modelling to size systems correctly

• Use of proven compressor technology

• Modularity provides flexibility

REPLICABLE 10MW MODULE

REPLICABLE 10MW MODULE

HYDROGEN REFUELLING SYSTEMS

10MW (4t/day) 30MW (12t/day) 50MW (20t/day)

224

225

HYDROGEN COUNCIL | EST. JAN 2017

HYDROGEN ENERGY SYSTEMS

HYDROGEN COUNCIL | EST. JAN 2017

World Economic Forum Davos January 2017

CONSOLIDATED INCOME STATEMENT

HYDROGEN ENERGY SYSTEMS

CONSOLIDATED INCOME STATEMENT

226

CONSOLIDATED BALANCE SHEET

HYDROGEN ENERGY SYSTEMS

CONSOLIDATED BALANCE SHEET

227

CONSOLIDATED CASH FLOW STATEMENT

HYDROGEN ENERGY SYSTEMS

CONSOLIDATED CASH FLOW STATEMENT

228

SHAREHOLDERS

SHAREHOLDERS

HYDROGEN ENERGY SYSTEMS229

Name of holderPercentage of voting rights

and issued share capital

Number of ordinary

shares

JCB Research 12.4% 30,970,365

Allianz Global Investors 11.0% 27,499,989

P Hargreaves 8.0% 20,084,382*

Quilter Cheviot 5.3% 13,354,490

Herald Investment Management 3.7% 9,322,431

D J Highgate 3.3% 8,254,662

* of this total 3,443,065 are held by a discretionary trust on behalf of the shareholder.