Issue of Equity

31 January 2014

ITM Power plc

("ITM Power" or the "Company")

Placing to Raise £10 million

The Board of ITM Power (AIM:ITM.L) is pleased to announce that the Company has today conditionally placed 33,333,333 new ordinary shares, through Zeus Capital as broker to the Company, at a placing price of 30p per ordinary share (the "Placing Shares") with institutional and other investors to raise £10 million (the "Placing").

Placing

The Placing requires the Company to obtain additional authorities to allot and is therefore conditional on requisite shareholder approval being obtained as well as admission of those Placing Shares to trading on AIM.

A general meeting of shareholders of the Company is to be convened for 21 February 2014 and, assuming the relevant resolutions are passed and the Placing has otherwise become unconditional, completion of the Placing is expected to take place on 24 February 2014. A circular to shareholders convening the requisite general meeting is expected to be posted shortly. Assuming that the requisite shareholder approvals are obtained and Admission occurs, the Company will issue pursuant to the Placing 33,333,333 new ordinary shares in the Company which will represent 20.59% of the issued share capital as enlarged by the Placing.

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of 5 pence each in the capital of the Company then in issue, including the right to receive all dividends and other distributions declared, made or paid in respect of such shares after the date of issue of the Placing Shares.

Peter Hargreaves CBE, Non-executive director, is subscribing for 4,333,333 new ordinary shares, in the Placing. Following his subscription, Peter Hargreave's beneficial holding in the Company will be, 14,908,643 ordinary shares representing 9.21% of the enlarged issued share capital of the Company following completion of the Placing.

Dr. Graham Cooley, Chief Executive, is subscribing for 66,667 new ordinary shares, in the Placing. Following his subscription, Graham Cooley's beneficial holding in the Company will be, 377,923 ordinary shares representing 0.23% of the enlarged issued share capital of the Company following completion of the Placing.

Use of Proceeds

The Directors intend to use the net proceeds of the Placing to provide the Group with additional working capital and financial resources to develop their facilities in the UK, USA and Germany and otherwise for general working capital purposes.

Following Admission, the Company's issued share capital will consist of 161,864,536 ordinary shares. There are no ordinary shares held in treasury. Therefore, in accordance with the FCA's Disclosure and Transparency Rule 5.6.1, the Company confirms that following Admission, the total number of voting rights in the Company will be 161,864,536.

Dr. Graham Cooley, CEO, commented "This equity injection comes at a key inflection point for ITM Power. It will help fund the Company's ability to address its rapidly growing pipeline of opportunities in the both power-to-gas and hydrogen refueling markets further establishing its rapid response electrolyser technology. We are able to deliver our technology internationally to these two markets which we believe are set for significant growth. We are delighted to welcome some new institutions onto the ITM register and are equally delighted with the support from our existing shareholders."