ITM Power Annual Report Year ended 30th April 2014

YEAR ENDED 30 APRIL 2014
REPORT AND FINANCIAL STATEMENTS
140
012

ITM Power Hydrogen Station HFuel with Hyundai ix35 Fuel Cell vehicle
at Cowes Yacht Haven.
Dr Simon Bourne, Chief Technology Officer, ITM Power inside the
Thüga Group’s Power-to-Gas plant in Frankfurt am Main, Germany
REport and
financial
statements
YEAR ENDED 30 APril 2014
Dr Graham Cooley
CEO, ITM Power plc
“This has been a very productive period
for the company with solid progress
in technology, sales, partnerships and
project income. We built, CE marked,
commissioned and consented the world’s
largest PEM electrolyser and have proved
the company’s technology and project
management. We now have a major
reference plant with the Thüga group,
the largest utility grouping in the world.
This solid progress is the achievement of
our highly talented team.”

In a world in which fossil fuel energy
is becoming ever more scarce and
expensive and countries are struggling to
meet their carbon reduction obligations,
hydrogen solutions have finally reached
the top of energy agendas.
ITM Power manufactures integrated
hydrogen energy solutions that are
rapid response and high pressure that
meet the requirements for grid
balancing and energy storage services,
and for the production of clean fuel
for transport, renewable heat and
chemicals. The international demand
for these solutions is increasing.
• Energy storage provision has started
to become a mandatory requirement
in areas of the world such as
California; it is recognised as
an essential prerequisite for
renewable energy deployment
• Grid balancing and rapid response
demand-side services are crucial for
the integration of high proportions
of renewable energy supply on the
electricity grid
• Auto OEMs are rolling out Fuel Cell
Electric Vehicles (FCEVs) that require
a high purity hydrogen fuel. Hyundai
has commenced production, with
Toyota to follow suit later in 2014
and then Honda and others from
2015. Hydrogen fuel cell cars are now
being sold. Global hydrogen refuelling
station infrastructure programmes
are underway
• Air quality regulations are stimulating
the need for hydrogen as a clean fuel
for clean transport emissions, in city
regions around the world
• Energy security and fuel security
has risen to the top of the geo-
political agenda
• Price volatility of fossil fuels is driving
an industrial substitution to more
sustainable chemical processes
Shaping a
renewable
hydrogen
future

TABLE OF
Contents
8 Officers and Professional Advisors
9 Highlights
10 Board of Directors
12 Strategic Review
16 Review of the Business
25 Corporate and Social Responsibility
26 Energy Storage
44 Clean Fuel
64 Renewable Chemistry
76 Financial Statements
78 Directors’ Report
82 Corporate Governance Report
86 Directors’ Responsibility Statement
87 Independent Auditor Report
89 Consolidated Income Statement
90 Consolidated Statement of Changes in Equity
91 Consolidated Balance Sheet
92 Consolidated Cash Flow Statement
93 Notes to the Consolidated Financial Statements
119 Company Balance Sheet
120 Notes to the Company Financial Statements
12
44
64
16
26
76
6
table of contents

• Incorporation of ITM Power ApS in Denmark
• ITM Power Inc, joins Californian Hydrogen Business Council Hydrogen Energy
Storage (HES) Program
• ITM Power GmbH joins German Energy Agency’s Power-to-Gas Strategy Platform
• A further £1.33m of products under contract secured since year end
• £3.01m of contracts in final stages of negotiation
• Repeat sales of electrolyser plant to a UK government agency
• £5.14m of projects under contract at year end
• Won £2.8m contract to supply three refuelling stations in London
• A total of £2.0m refueller build contracts won with Californian Energy Commission
• Repeat sales (post year end) of electrolyser plant to a UK government agency
• Thüga Group’s Power-to-Gas plant officially commissioned and operational
on schedule
• Successful injection of hydrogen into the German gas grid
• Participation in the UK, US, Swiss and French Hydrogen Infrastructure Programmes
• Optimisation of standard product platforms and reduction in standard product cost
• Partnership with NRM, Germany for Power-to-Gas projects
• Gas network optimisation contract signed with AMEC and National Grid
commercial
progress
in year
Key Financial
Results For
the year
ended 30
April 2014
Corporate
Development
post year end
Commercial
Progress
since
year end
• Total revenue and grant funding of £3.077m (2013: £1.44m) up 114%, comprising:
• Revenue – £1.127m (2013: £0.087m) up £1.040m
• Grant income – £1.370m (2013: £1.358m)
• Grants receivable for capital projects – £0.58m (2013: £nil)
• Increase in property, plant and equipment to £1.755m from £1.463m, up 20%
• Loss from operations £7.978m (2013: £6.357)
• Cash burn* £7.568m (2013: £6.063m)
• Cash balance £9.763m (2013: £5.943m)
• Two placings creating proceeds of £12.000m before expenses
*Cash burn is a non-statutory measure and is defined on page 24
• Sir Roger Bone joins the board as a Non-Executive Director
Directors
Sir R Bone
Dr S Bourne
Dr G Cooley
The Rt Hon Lord R Freeman
Mr P Hargreaves
Prof R Putnam
Registrars
Capita IRG plc
The Registry
34 Beckenham Road
Beckenham
BR3 4TU
Secretary
Mr A C Allen
Registered Office
22 Atlas Way
Sheffield
S4 7QQ
Nominated Advisor
and Broker
Zeus Capital Limited
23 Berkley Square
London
W1J 6HE
Bankers
National Westminster Bank plc
Stamford Branch
52 High Street
Stamford
Lincolnshire
PE9 2BD
Solicitors
Burges Salmon LLP
One Glass Wharf
Bristol
BS2 0ZX
Auditor
Deloitte LLP
1 City Square
Park Row
Leeds
LS1 2AL
Press and Investor Enquiries
Tavistock Communications Ltd
131 Finsbury Pavement
London
EC2A 1NT
officers and
professional advisors
highlights
About us The principal activity of the Group is the design, manufacture and sale of hydrogen
energy systems for energy storage and clean fuel production.
Further information about what we do is included in the Strategic Report on
pages 12 to 25. Corporate
Development
9
REPORT AND FINANCIAL STATEMENTSITM Power plc
highlightsYEAR Ended 30 april 20148
officers and professional advisors

Board of Directors
Sir Roger Bone
Non-Executive Director
(Age 70)
Sir Roger Bone is the President of Boeing UK,
Non-Executive Director of F&C Investment
Trust plc, Non-Executive Director and trustee
of the National Centre for Universities and
Business and a Prime Minister’s honorary
UKTI Ambassador for British Business.
Previously he has been Ambassador to Brazil
and Sweden and Assistant Under Secretary
of State in the Foreign and Commonwealth
Office. Sir Roger is a graduate of Oxford
University, and a former Visiting Fellow at
Harvard University. He is also a Trustee of
the Royal United Services Institute.
Prof R Putnam
Non-Executive Chairman
(Age 68)
Roger Putnam, the former Chairman of
Ford of Britain and President of the Society
of Motor Manufacturers and Traders, was
a member of the Government’s Energy
Review Partnership.
The Partnership reported to the Chancellor
on the country’s future energy strategy.
He was also Chairman of the DTI’s Retail
Motor Strategy Group and a member of the
Department for Business, Enterprise and
Regulatory Reform (DBERR)’s Automotive
Innovation and Strategy Team. Other
Directorships include: Chairman of Suila Ltd,
Non-Executive Director of Halcyon Days Ltd
and Trustee of the Jaguar Trust. He is also a
Visiting Professor of Automotive Studies at
the City of London University.
Roger’s distinguished career in the automotive
industry began at Lotus plc. In 1982 he joined
Jaguar Cars Ltd as Director, Global Marketing
and UK Sales Operations. In 1985 Roger was
appointed to the Board of Jaguar as Director,
Sales and Marketing, a role he retained until
he was appointed Chairman of Ford of Britain
in 2002.
Dr G Cooley
Chief Executive Officer
(Age 50)
Graham joined ITM Power on 29 June 2009
as Chief Executive Officer. Before joining,
Graham was CEO of Sensortec and Universal
Sensors, founding CEO of Metalysis Ltd,
(a spin-out of Cambridge University), and
founding CEO of Antenova Ltd. Graham
spent 11 years in the power industry
developing conducting polymers, fuel cells,
batteries and energy storage technologies.
He was Business Development Manager
for National Power plc and International
Power plc and developed the Regenesys
energy storage technology, which was
acquired by RWE from Innogy. He has
a degree in Physics, a PhD in Materials
technology and an MBA.
P Hargreaves
(Age 67)
Peter joined the Board of ITM Power in
February 2004 as a Non-Executive Director.
After qualifying as a chartered accountant,
he was employed by KPMG, Unisys, and
Whitbread and Company Limited.
In 1981 he founded the national investment
brokerage Hargreaves Lansdown plc, which
was successfully floated on the London Stock
Exchange in May 2007 and now has a market
value in excess of £2.5 billion.
Peter remains an Executive Director
of Hargreaves Lansdown plc.
Dr S Bourne
Chief Technology Officer
(Age 39)
Simon Bourne joined ITM Power in 2002
as a Technical Manager and has been
one of the leading scientists involved
in the development of ITM Power’s suite
of patented membrane materials.
Before joining ITM Power, Simon was
a project engineer with Sonatest plc and
a researcher with the Ministry of Defence.
Simon has a BSc Hons in Materials
Science from UMIST and a PhD
from Cranfield University.
Lord Roger Freeman
(Age 72)
Lord Freeman joined ITM Power in October
2010 as a Non-Executive Director. Lord
Freeman is a member of the House of Lords
and is currently Chairman of the Advisory
Board of PricewaterhouseCoopers (UK).
During a distinguished political career,
Lord Freeman was the Conservative MP
for Kettering from 1983 to 1997, served
as the Parliamentary Secretary for the
Departments of Health and Armed Forces,
and as Minister of State for Public Transport
and Defence Procurement. He concluded his
political career as a Cabinet Minister in the
government of John Major. He became a Life
Peer in 1997.
Lord Freeman is a graduate of Balliol College
and a Chartered Accountant. He was a
Partner and Managing Director with Lehman
Brothers in New York and London (1972 to
1985), specialising in cross-border mergers
and acquisitions. Other Directorships include:
Chemring Group plc, Big DNA Ltd and Parity
Group plc.
11
YEAR Ended 30 april 201410
Board of DirectorsBoard of Directors

Strategic
Review
Prof R Putnam
Non-Executive Chairman,
ITM Power plc
“Our staff, through hard work and
dedication, have helped develop ITM
Power’s platforms into a broad product
offering and ITM Power is firmly
established as a world leader in
PEM electrolysis.”

ITM Power self-pressurising 80bar PEM stack
This strategic report has been prepared
solely to provide additional information
to shareholders to assess the UK
company’s strategies and the potential
for those strategies to succeed.
The strategic report contains certain
forward-looking statements. These
statements are made by the Directors
in good faith based on the information
available to them up to the time of
their approval of this report and such
statements should be treated with
caution due to the inherent uncertainties,
including both economic and business
risk factors, underlying any such forward-
looking information.
The Directors, in preparing this strategic
report, have complied with s414C of the
Companies Act 2006.
This strategic report has been prepared
for the Group as a whole and therefore
gives greater emphasis to those matters
which are significant to ITM Power plc
and its subsidiary undertakings when
viewed as a whole.
STATEMENT OF SCOPE
Summary
ITM Power designs and manufactures
hydrogen energy systems for energy
storage and clean fuel production.
At the heart of all these systems is
a proton exchange membrane/polymer
electrolyte membrane (‘PEM’) electrolyser
built from ITM Power’s own electrolyser
stacks. These stacks, at pressure, take
excess energy from the electricity grid or
directly from a renewable energy source
and convert it into hydrogen which can
then be stored for deployment in a range
of applications.
The ITM Power business model is
about developing innovative products,
which utilise this technology to meet
the growing demand for clean fuel.
The two main applications for ITM
Power’s electrolyser hydrogen
systems are Power-to-Gas and
Clean Fuel production for National
Mobility Programmes.
The Power-to-Gas model is a commercial
proposition and our first product was
delivered to site near Frankfurt in the
year. This takes excess energy from
the electricity grid and converts it
into hydrogen to put back into the
gas network, thereby enabling supply
to better match demand.
The refuelling model is one that
incorporates the work of national
hydrogen infrastructure initiatives to
support the growth of hydrogen as a
transport fuel, both for use in cars and
buses initially, and with further transport
applications in the future.
The refuelling modules for ITM Power
will be showcased first in California later
in the current calendar year. In the US,
the opportunities for ITM Power have
developed significantly through legislative
direction stating that 33% of all refuelled
hydrogen in California is required to be
from renewable sources.
A developing tertiary application for the
technology developing is through the use
of producing fertiliser through renewable
energy to decarbonise the production
of fertiliser. Collaborative work in
this field has begun and an integration
programme within a system will be
delivered during 2015.
Enabling Funding
ITM Power utilises funding from
grant bodies to enable technological
advancement and realisation of
technologies held within ITM Power’s
patent suites. The funding received from
the Technology Strategy Board and EU has
enabled an acceleration of development to
drive the company’s innovative technology
in to these rapidly growing markets.
Global Markets
Markets for hydrogen electrolysis as an
infrastructure solution are developing in
the UK, as showcased by the Island
Hydrogen (formerly, Ecolsland) project
and through the UK H2
Mobility initiative,
as well as in France, Denmark, Germany,
Japan and the US. ITM Power has a model
of locating agents in key territories to
position ITM Power as a world leading
global technology developer. Initial
market opportunities usually begin
with collaborative projects with blue
chip companies before leading to sales
and maintenance contracts of established,
CE marked units. ITM Power has five
business development personnel ‘in the
field’, and has also used the expertise of
existing personnel to form the backbone
of a fieldwork commissioning and
maintenance team.
Profitability
ITM Power sees its route to product
and maintenance sales and profitability
through the increasing deployment of
its products in the key Power-to-Gas
energy storage and clean fuel sectors.
The Company is well represented in
these commercial sectors and territories
where market growth is now accelerating.
The Company is now undertaking a
program of product scale-up and
product cost reduction through
both design improvements and
supply chain efficiencies.
15
Strategic ReviewYEAR Ended 30 april 201414
Strategic Review
business model

Review of
the business
Dr Simon Bourne
CTO, ITM Power plc
“ITM Power has matured from a
company developing bespoke systems
to one with standard product platforms.
This shift has accelerated deployment
in target markets and territories while
promoting plant simplification and cost
reduction. Coupled with the knowledge
and experience gained in permitting
hydrogen systems in both Europe and
the US, ITM Power is an organisation
that has overcome the significant barriers
to market entry and is open for business.
I am proud to be a part of the team.”

2014 2013 2012 2011
Total projects income, being sales
and grant income
£3.077m £1.44m £1.46m £1.02m
Of which: sales revenue £1.127m £0.087m £0.480m £0.001m
Of which: grant recognised in the
income statement
£1.370m £1.36m £0.98m £0.61m
Of which: grant recognised on the
balance sheet (offsetting asset build)
£0.58m £nil £nil £0.4m
Net cash burn* £7.568m £6.063m £5.6m £4.8m
New grant project awards £3.38m (and a
further £3.01m
in negotiation)
£3.66m £2.7m £0.94m
Pre-tax loss £7.95m £6.17m £6.47m £6.40m
Projects under contract or in final stage
of negotiation
£9.56m Not measured Not measured Not measured
key financials
*Cash burn is defined as the underlying cash outflow after adjusting for movements on short term deposit balances and fund raising activities.
It is calculated on the cash flow page.
20142012 20132011
£0.480m
£4.8m
£5.6m
£6.063m
£7.568m
£0.61m
£0.94m
£2.7m
£3.66m
£3.38m
£0.98m
£1.35m
£1.370m
£0.087m
£1.127m
£0.001m
Sales
Revenue
Cash Burn
Grant
Income
New
Grant
Project
Awards
Business environment The year under review has seen increasing
acknowledgement of the importance of
hydrogen for future energy markets. Major
national initiatives in Europe and the US to
adopt hydrogen technologies, supported
at the highest political level, are now
regular events. ITM Power continues to
develop strong relationships with large
multinational companies, as well as
with the governments of the pioneer
countries as a result of these initiatives.
Consequently, we are very well placed to
offer our expertise and products and are
increasingly being consulted as a leading
expert in energy storage solutions and
clean fuel.
Outside Europe, we have established
strong relationships in California through
our US subsidiary, and have successfully
tendered for a further project in the
Chino area, and the city of Riverside.
This year has seen clear momentum from
the previous year, resulting in increased
enquiries, and pipeline. ITM Power is
well positioned to address commercial
opportunities within the energy storage
and clean fuel generation from renewable
power markets.
ITM Power has built on key relationships
and become a member of new initiatives
around the world as the hydrogen
industry’s growth accelerates.
We have won consecutive tenders
with the California Energy commission,
and have received repeat orders from
a UK government agency. As the
technology on offer matures and
is proven in the field, key customer
relationships are strengthened.
ITM Power is now seen as a credible
supplier of hydrogen systems into
our chosen markets by major
international customers..
A summary of the key financial results is set out in the table below and discussed in this section.
18 19
REPORT AND FINANCIAL STATEMENTS REPORT AND FINANCIAL STATEMENTSITM Power plc
REVIEW OF THE BUSINESS REVIEW OF THE BUSINESSYEAR Ended 30 april 2014

Financial performance
The pre-tax loss for the year under review
increased to £7.95m (2013: £6.17m) and
net cash burn before fund raise increased
to £7.568m (2013: £6.063m).
The loss can be attributed to three major
factors – the losses incurred in delivering
the Thüga unit to demanding timescales,
the increase in business development
activity and provisions for contracts and
stock that are considered to have lower
net realisable values than their purchase
price. The cash burn increase is a result
of similar factors, with the increase in
components held being the other driver
for this.
Increased business development costs
have occurred as ITM Power ramps up
its representation and coverage of key
geographical areas and business segments.
This increased representation has led to
improved collaborative projects, such as
the follow-on awards of a project in the
California refuelling markets, and the
opportunity to showcase the plant in
Frankfurt as a world-class reference plant.
The deployment of the Thüga unit which
absorbed, as part of the cost of sales,
a series of non-recurring engineering
costs led to a gross loss. The build cost
for the unit was in line with expectations.
However, as a result of it being ‘first-of-
type’, site commissioning costs exceeding
those estimated as the original technical
sign-off target was met. Operationally,
the deployment of the unit on time took
ITM Power through a steep learning
curve that has enabled us to bid more
competitively and with a track record of
delivering within much shorter timescales
than can be quoted by our competitors.
There will be an element of non-recurring
engineering costs in every first-of-kind
build, as the company enters new
geographical markets and industries.
The electrolyser system supplied to
Thüga represented a step change in
technology, being the first deployment
of the Company’s large product platform
and its first Power-to-Gas installation.
ITM Power chose to fully support the
system integration as part of a commercial
decision to build a comprehensive
knowledge base surrounding the product,
the application and the rigorous compliance
requirements. Whilst this has meant ITM
Power has recognised a gross loss in the
current financial year, the Company has
accrued significant knowledge and expertise
which will benefit all subsequent
deployments. Furthermore, the Company
delivered the world’s first PEM Power-to-
Gas system in a strategic territory within
the largest grouping of utility companies
in Germany. The system is serving as an
important reference plant to potential
customers from all over the world and
generating data to underpin the
fundamental benefits of ITM Power’s
integrated PEM electrolyser technology.
Subsequent deployments of the same
system would not incur the same costs
and all potential sales are being bid with
positive margins.
Total collaborative project funding
recognised in the period was £1.960m
of which £1.370m is recognised on the
income statement (2013: £1.36m, all of
which was on the income statement).
The strength of many of the projects
ITM Power is now working on is the key
invaluable partnerships created through
the ventures. ITM Power is proud to lead
consortia to deliver innovative, cutting edge
solutions to applications whilst relying on
and developing our core stack technology.
Commentary on the
Year’s revenue
The measure that management and the
Board had previously focussed on is Sales
order book, and at the year end this stood
at £0.80m (2013: £0.9 million and 2012:
£66,000). The drop in the Sales order
book is symptomatic of the nature of
the projects under contract currently
and most notably two large refuelling
construction projects totalling four
refuelling stations, contributing to
£9.56m of projects under contract and
in negotiation. Projects under contract
represents the value of contracted
Revenue and Grant Funding yet to be
recognised by ITM Power in the future,
and the board find this a more accurate
reflection of the increase in activity the
Company has experienced in the year.
Projects under contract is seen as
a more definitive measure of growth,
as ITM Power develops some collaborative
contracts as ways to manufacture assets
whilst retaining ownership and providing
an income stream through sales of
hydrogen. Examples of this are the Island
Hydrogen and HyFive projects which
have a period of operation as part of the
project (12 and 36 months respectively).
Whilst projects under contract continue
to accelerate ITM Power’s growth and
products in the market, the board is
aware of the continued potential for
revenue volatility (as experienced in
2013) as projects grow in size and
complexity. Revenue volatility will
continue to decrease as the business
matures and grows, and as ITM Power
realises opportunities in large markets.
This is the first financial year in which ITM
Power has entered into contracts which
have been required to be accounted for
as construction contracts. This is due to
the increased size and output of each
project leading to a need to treat projects
individually. The only revenue project at
the year end that was in build was the
California refuelling station to be delivered
to Chino later in the calendar year.
The Island Hydrogen rigs were also in
build as ITM develops a portfolio of assets.
Financial position
At year end, ITM Power had £9.8m
(2013: £5.9m) of funds in the bank, and
trade and other receivables of £1.2m
(2013: £1.5m), which predominantly relate
to grant income debtors. Recognising the
need to be lean with working capital,
ITM Power structures quotes to include
upfront payment with orders so that
working capital is not impacted adversely
by increased activity.
ITM Power has seen an increase in fixed
assets to £1.76m from £1.46m in the prior
year as the company engages in projects
that create assets for the future. This is
a policy that will continue, especially with
the completion of the Island Hydrogen
and HyFive projects.
Tarek Al-Wazir, Hessian Minister of Economics, Energy, Transport, Urban
and Regional Development; Deputy Prime Minister and member of the Greens
21
REVIEW OF THE BUSINESSYEAR Ended 30 april 2014

Product development, and in particular upscaling of product offering,
will be achieved through securing and utilising project funding. This
serves the dual purpose of reducing cash outflow and creating strong
key partnerships within industry.
Short-term cash flow is aided by ITM Power quoting for sales with
upfront payments which reduces reliance on working capital. Cash
outflow is minimised through working with support from partners
on the development of technology whilst we are continuing to build
a contract pipeline. Historically, it has taken two years for potential
customers to move through a learning curve and to reach the point
of purchasing equipment, and it is with this in mind that we are creating
a larger pipeline.
ITM Power is now firmly focussed on large scale solutions. The current
strategy is to use the existing, operational Thüga project as a reference
plant for Power-to-Gas sales.
Using the same initial platform, the company will also be able to show
demonstrable success in the near future of hydrogen refuelling, using
the Island Hydrogen and HyFive stations, which will be used as
reference plant for refuelling stations.
In the medium-term, the national mobility programmes, in which ITM
Power has positioned itself as a key partner for refuelling through
electrolysis, will drive initial refuelling station sales.
strategies
objectives
ITM Power has immediate objectives in terms of product development
and in particular scale up of our proven electrolysis equipment. This
will allow penetration of larger markets, and is a direct response to
market demand from sales enquiries and trade fairs and events.
Cash flow remains a key measure for the Board, with the other key
objective for ITM Power being the achievement of a positive cash flow
in the shortest possible time.
Strategies
for achieving
our objectives
2014
Under Contract
2013
Deployed
20142013
Test Hours Completed
750,000500,000 Change
Up 50%
80%
Stack Efficiency
77% Change
Up 3%
1800
1600
1400
1200
1000
800
600
2014 201520132012
Hydrogen production capacity deployed and under contract
CumulativeCapacity(kg/24hr)
The efficiency of an electrolyser stack is a measure of the electrical energy input against the chemical energy content
of the hydrogen produced.
strategy and objectives NON-FINANCIAL KEY PERFORMANCE INDICATORS
The Company has achieved an overall efficiency improvement
to its rapid response stack platform, to greater than 80%
(2013: 77%). This was recorded from plant in the field and
represents a real world reference which can be showcased
and repeated. This will provide further significant benefit to
end users and will produce a positive impact on the economics
of both hydrogen refuelling and Power-to-Gas applications.
The level of knowledge gained within stack development has
increased with longevity testing and cyclic testing all contributing
to a total of 750,000 hours assembled knowledge. This testing
has enabled rapid scale up to date as demonstrated by the
largest stack capacity compared with that of prior years.
400
200
0
23
REVIEW OF THE BUSINESS

Approved by the Board and signed
on its behalf by:
Dr Simon Bourne
Director
Date: 29th July 2014
Description Impact
Assessment of change in
risk year-on-year
Mitigation
ITM Power does
not achieve sufficient
commercial success
before existing
competitors or
new entrants.
The current plans
the company has
may not be realised,
and ultimately the
company may have
to re-evaluate its
forecasts.
No significant change
year on year.
ITM Power retains a comprehensive
patent suite incorporating novel
technologies and processes. The board
considers the patent suite owned by
the Group creates a significant barrier
to entry for new competitors, and for
existing competitors to threaten the
Group’s market position.
Alternative technologies
are adopted in
preference to the
Group’s technology.
The company could
struggle to gain market
share or may find
itself operating in a
smaller market than is
currently anticipated.
This risk is considered
diminished as the market
continues to develop
and greater applications
are explored and
considered feasible.
The board considers the technological
proposition of the Group and through
both review and strong targeting
considers the technology to be superior
to that currently on the market. Through
targeted improvements in technology
development the board seeks to retain
that competitive advantage.
Energy policy changes
could adversely affect the
commercial and project
traction the Group has
started to achieve.
The company may
find the technological
demand for their
product reduced.
This risk is considered
diminished compared
to previous years as
the hydrogen agenda
gathers pace. ITM Power’s
more global positioning
decreases the reliance
on one particular
country’s policies.
The board seeks to be led by
commentators and industrial bodies as to
the direction of policy change. Currently,
as global markets continue to rely ever
more heavily on the use of intermittent
and fluctuating renewable energy
sources, the case for energy storage
solutions continues to be strong.
Regulatory changes
could adversely affect
the commercial success
of the Group.
As the market for
hydrogen systems
develops, the
regulatory structure
gains sophistication.
The risk of falling
behind developments
could render products
obsolete.
Similar to
previous years.
The board considers regulatory issues,
and particularly in the markets for
automotive and energy storage solutions
find regulations continue to support the
case for hydrogen energy systems as a
solution. The regulatory environment in
which ITM Power operates continues to
evolve and the board seeks to position
ITM Power as a leading expert in the field
to shape and reliably inform best practice
with regards to regulatory changes.
The Board of Directors meet regularly to
review specific and general risks that face
the Company and strives to position the
Group and Company in a way that any
risks can be minimised and met, should
the need arise.
Health, Safety and the
Environment
ITM Power’s products are designed
to reduce the carbon footprint of our
customers’ energy generation and
distribution processes and, in particular,
enhance the utilisation of sources of
renewable energy that would otherwise
be wasted.
We have engaged in a collaborative
project to build a pilot unit for fertiliser
production from renewable energy
which will decarbonise fertiliser
production which is responsible for a
material proportion of global greenhouse
gas emissions.
In our production processes we adhere
to the highest standards of accreditation
and have held ISO 14001 Environmental
accreditation since 2009. We have also
held BS OHSAS 18001 Health and Safety
accreditation since 2009.
Social and Community
Responsibilities
The Group encourages recycling and
a care for the environment in which we
operate. We attempt to recycle as much
equipment as possible, either by reselling
research equipment for which we no
longer have use or by donating used
computers to schools and other projects.
GOING CONCERN
The Directors have considered the risks
and uncertainties set out above, prepared
and examined the cost budgets for
the coming year and reviewed the level
of cash balances. As a consequence,
the Directors believe that the Group is
well placed to manage its business risks
despite the current uncertain economic
outlook. Accordingly, they continue
to adopt the going concern basis in
preparing the annual report and
financial statements.
CORPORATE SOCIAL
RESPONSIBILITY
25
REVIEW OF THE BUSINESS

Energy
Storage
POWER-TO-GAS
Phil Doran
Managing Director, ITM Power GmbH
“In Germany there is widespread
acceptance that the massive expansion
of fluctuating renewable power demands
the establishment of large scale Power-
to-Gas energy storage to manage the
resulting mismatch between energy
supply and demand. According to
a recent Deutsche Bank report by
natural resources economist Josef Auer,
Germany’s Energiewende is Driving
Power-to-Gas. In our view it will also drive
the renewable generation of hydrogen for
the transport sector.

POWER-TO-GAS
Funded by
A UK FEASIBILITY STUDY
Power-to-Gas energy storage is
the process of converting surplus
renewable electricity into hydrogen
by rapid response electrolysis and
its subsequent injection into the gas
distribution network.
The UK already owns this vast energy
storage infrastructure that can be
recharged without having to wait for
it to discharge first; critical for storing
excess renewable energy whenever
it is generated.
The existing infrastructure can be
utilised by linking existing power
and natural gas networks, using rapid
response electrolysers to convert
electrons to hydrogen. This allows
for the storage of significant amounts
of energy and the provision of CO2
neutral fuels in the form of the resulting
renewable energy gas mix of hydrogen
and methane.
power-to-gas
USING SURPLUS WIND
FOR ELECTROLYSIS TO
PRODUCE HYDROGEN
TO BALANCE THE GRID
Drawn from Dr Graham Cooley’s presentation at the RAE
28
energy storage

Power-to-Gas energy storage: elements of value
Value to the
Power Grid
• Avoided wind curtailment
• Avoided infrastructure upgrades
• Allowing additional RE onto grid
• Reduced reserve power
• Reduce CO2
from GTs
• Absorbing reactive power
Value to the
Gas Grid
• Decarbonising gas in line
with legislation
• Providing renewable heat
• Reducing GHG emissions
from gas transportation
Value to the
UK Economy
• Reducing fuel imports
• Improved energy security
• Aiding meeting international
green obligations
• Creating jobs in manufacturing
P2G Elements of value
There are several key requirements for a P2G plant:
• It should be economic
Given that electricity is generally of much higher value than
gas, it is important to define electrolyser operating regimes
that access electricity of low cost. For absorbing otherwise
wasted excess renewable energy the electricity cost should
be negative or zero. For providing balancing services
operation, the grid operator should pay for the availability
and utilisation of the P2G load. For providing a greener gas,
gas consumers should pay via a feed-in tariff. The benefits
of P2G should be recognised through the Renewable Heat
Incentive, in a similar manner to how biomethane injection
is supported.
• It must produce low-carbon hydrogen
The carbon intensity of the electricity grid is presently
~500g CO2
/kWh, while for natural gas it is ~200g CO2
/
kWh. Thus hydrogen produced using grid electricity will
have a considerably greater carbon intensity than natural
gas. To produce green hydrogen the electricity source for
the plant must be ‘green’ or curtailed energy (which would
otherwise be wasted). However, this significantly restricts
plant utilisation. Therefore, a combination of ‘green’/curtailed
energy with some grid electricity to improve the utilisation is
recommended, up to a defined limit for the carbon intensity
of green hydrogen (e.g. 50g CO2
/kWh). As the electricity
grid decarbonises in future years (aided by the roll-out of
P2G), more power can be derived from the grid, increasing
plant utilisation and the amounts of green hydrogen produced
annually per MW installed.
• It must respond rapidly to a changing electricity input
A P2G system based on solid polymer electrolyte membrane
(PEM) electrolyser technology is most suitable for this
requirement. In addition, it is able to be overloaded
substantially during periods of excess energy availability;
able to generate hydrogen at a pressure matched to the gas
grid; and suitable for physically compact site installations due
to high current density cell operation.
Adding high concentrations of hydrogen to natural gas affects
the flame properties, reduces the calorific value and increases
the flame speed (and hence the propensity to light-back
when the flame is extinguished). However, these effects
are negligible at low concentrations. Existing UK regulations
specify a maximum volume concentration of 0.1% hydrogen
in the gas grid, which is very small compared with the limits
applying in other EU nations and far below that which can be
safely transmitted and combusted in the UK. A revision of the
GS(M)R composition limits is required, and we recommend
that a new limit of 3% be set commencing 2015 to facilitate
the introduction of P2G. This new limit will enable up to
approximately 11TWh of excess energy to be captured, but it
will not require burners or gas-fired equipment to be adjusted
or replaced. The adoption of a greater concentration limit is
feasible and should be addressed in the early 2020s.
Injection to achieve the 3% concentration level requires
dehumidification to -10°C dew point, 33.3:1 dilution,
and downstream measurements of flow, composition and
combustion properties so that, when needed, the P2G plant
can decrease its output (or divert hydrogen to storage) to
ensure the concentration limit is never exceeded. As gas can be
transported internationally from the UK’s high pressure National
Transmission System (NTS), hydrogen should be injected only
into the lower pressure Local Distribution Zones (LDZ) until
a European framework has been developed so that hydrogen
concentration levels can be maintained at acceptable levels in
each country. Our economic assessment highlights a preferred
operating regime for absorbing excess energy and providing
balancing services with PEM electrolyser technology.
Electrolysis has
a multi faceted
value-in-use when
applied to the P2G
approach
Through being a controllable load, electrolysis can perform
grid balancing and so reduce dependency on reserve power
plants. It can serve to reduce the curtailment of wind and
solar power sources (creating value out of electricity that
would otherwise be wasted by ‘valley filling’ electrical load
profiles). It can reduce capital expenditure on upgrading
electricity infrastructure by absorbing power locally that
cannot otherwise be transferred away. The hydrogen
produced can be sold to the gas system to displace natural
gas, so reducing greenhouse gas emissions and reliance
upon fuel imports. If the power is derived mainly from
renewable power sources, only low-carbon hydrogen
will be produced. Thereby the Power-to-Gas (P2G)
approach can facilitate a transition from natural gas to
a ‘green’ mixed gas by making use of both of the UK’s
existing energy grids.
31
energy storageenergy storage

1992
1998
2004
2010
1995
2001
2007
2013
2018
1993
1999
2005
2011
2016
1996
2002
2008
2014
2019
1994
2000
2006
2012
2017
1997
2003
2009
2015
2020
05101520253035
20% of peak capacity (55GW) in Winter
20% of peak capacity (40GW) in Summer
The build-up of on and offshore wind generation in the UK.
Source: ITM Power plc, data from BWEA Onshore Offshore
NUCLEAR OIL FIRED
PUMPED
HYDRO
COAL FIRED GAS TURBINESCCGT WIND
1000 gCO2
eg/kWh
12 HOURS
650 gCO2
eg/kWh
8 HOURS
500 gCO2
eg/kWh
6 HOURS
1000 gCO2
eg/kWh
2 MINUTES
10 gCO2
eg/kWh
10 SECONDS
5 gCO2
eg/kWh
N/A
5 gCO2
eg/kWh
48 HOURS
TotalWindCapacity(GW)
The need for
energy storage
As we hit 20% capacity or around 8% by energy, for on-
and off-shore wind in the UK, wind power generated has to
be turned down. This has already been the experience from
Germany, Denmark and now Spain. The UK runs at 40% base
load, meaning that once these power stations are turned on,
they are left on. Even when the wind blows an additional 20%
by capacity, because the wind power is intermittent and
uncertain in supply time, it makes it impossible to turn down
a power station which takes time to turn back on. This is
impossible to do in a timescale which would keep the lights
on in the UK.
National Grid have shown the length of time it takes to
re-energise a power station once it has been turned off
ranges from six hours to two days. So for security of
supply, when wind is added to the energy mix, because of
its intermittency, not knowing if it is around for a few minutes
or a few hours, the base load is unable to be turned off.
The way this is currently dealt with in the UK is to curtail
the wind power.
Growing Wind Generation
• Evidence of grid balancing problems from Germany and Denmark
• Problems start at 20% capacity; UK hits this threshold by the end of 2013
• Energy storage is a market pull
balancing supply and demand
• A total of £725 paid for balancing services in 2010–11
• Estimates in 2020 are: circa £1.9bn – £5.9bn pa
• Tariffs already operational in the UK
33

Thüga Group’s Power-to-Gas plant in Frankfurt am Main, Germany
Curtailing Wind
Power – The Solution
Growing Wind Generation
Rather than turn down the wind
power, an alternative option is to turn
‘on’ a load, this is called demand side
management. ITM Power’s particular
demand side load is a rapid response
electrolyser. It is turned ‘on’ when
balancing against renewable power and
it generates a clean useful fuel, renewable
hydrogen gas, which can be put directly
into the gas grid.
National Grid spent £0.7billion on grid
balancing services in the period 2010–
2011, rising to £1.1b in 2012-2013.
By 2020 estimates across the industry
vary from £2b to as much as £6b for
grid balancing services.
What is needed is more and more
rapid response demand side loads,
as the amount of inertia in the network
is reduced the demand side management
requirement increases.
The UK’s 2020 target for total wind
capacity is over 30GW, if only 4% of
that wind is curtailed by then, it is still
2.8 terawatt hours of energy, which is
a lot of electrolysis, but only half of
one percent of hydrogen mixed in
the gas grid.
This highlights how large the gas grid
is and what a practical store it is for
renewable energy. In the USA the
California Public Utilities Commission
unanimously approved its proposed
mandate that will require the state’s
big three investor-owned utilities to
add 1.3 gigawatts of energy storage
to their grids by 2020.
34
energy storage

Source: ITM Power plc
WHY POWER-TO-GAS?
Electricity cannot be stored easily. Hydrogen can be stored easily in the gas grid.
Power-
to-Gas
POWER-TO-GAS
RATIONALE
The two largest networks in any
developed country are the electricity
and the gas network. The electricity
network in the UK has 350 terawatt
hours of energy flowing through it, and
the gas network has 1,000 terawatt hours,
making the gas grid three times the size of
the electricity network in terms of energy.
The big difference between the gas grid
and the electricity grid is that the gas
grid has lots of storage capacity so there
is already a huge asset in place for
storing energy.
The gas distribution network is therefore
an ideal place to store excess renewable
energy, in the form of a renewable gas.
The more renewable power which is
generated, the more difficult it will be
to manage the network with no storage.
The use of PEM electrolysers is a perfect
way to balance against the intermittent
renewable power and you make hydrogen,
putting it straight into the gas network.
An alternative is to react the hydrogen
with CO2
and make synthetic natural gas
and put that straight into the gas grid.
37

How much hydrogen can
you put into the gas grid?
The Dutton limit highlights gas
interchangeability and was used
when the UK changed from town
gas to natural gas in the early 1970s,
when the gas system had 60% hydrogen
in it. Today that limit is around 12% and
Holland have adopted the Dutton limit,
Germany are at 10%, most of Europe
are clustered around 5% and ITM Power
have recommended that the 0.1% limit
in the UK is increased to 3%.
The UK imports half of all its gas,
we then re-export 10% and some
of it goes to power generation but
the bulk of it goes towards heat. If the
hydrogen made from renewable power
was to be injected into the gas grid this
would provide renewable heat on a very
large scale.
Renewable heat
The government targets state a
requirement for 12% of all heating
by renewables by 2020, which is very
ambitious. One of the routes to it is
Power-to-Gas energy storage but it will
require a lot of electrolysis, 18,600MW.
The elements of value to the power
network are that it will reduce the
amounts of renewable energy curtailment
whilst also reducing the reliance on
open-cycle gas. For the gas grid it will
decarbonise the provision of renewable
heat. Making gas domestically from an
excess product is good from a fuel and
energy security point of view.
ENERGY STORAGE TECHNOLOGIES
Various energy storage technologies all have different durations and power capabilities.
Source: ITM Power plc
There are many different energy storage technologies available.
Energy storage in general is segmented by discharge time and
energy storage size. For extremely short bursts of energy
(less than a cycle) for power quality work then a flywheel is the
preferred option. For hours of energy storage a battery would be
used, but the issue with batteries is all the energy is stored inside
the battery so if the storage needed was greater than the capacity
of the battery, another battery would be required.
With hydrogen, the energy rating and the power rating are
separate. So an electrolyser can run for as long as the renewable
power lasts, be that seconds, or hours. Power-to-Gas energy
storage considers a larger timescale of gigawatt, terawatt hours
and annual or seasonal energy storage, rather than hours of
energy storage.
Power-to-Gas
Hydrogen
1kWh 10kWh 100kWh 1MWh 10MWh 100MWh 1GWh 10GWh 100GWh 1TWh 10TWh 100TWh
.
Hour
1 Day
1 Month
1 Year
.
.


.

Storage
Power-to-Gas
Synthetic Natural Gas
Pumped
Storage
Batteries
Flywheel
Compressed
Air Storage
DischargeTime(H)
39

Phil Doran, MD, ITM Power GmbH at the Thüga Group’s Power-to-Gas Plant, Frankfurt
Project Thüga Group’s Power-to-Gas Plant
Partners
TOTAL PROJECT Funding
market
Badenova AG & Co. KG, Erdgas Mittelsachsen GmbH,
Energieversorgung Mittelrhein GmbH, Erdgas Schwaben GmbH,
ESWE Versorgungs AG, Gasversorgung Westerwald GmbH,
Mainova Aktiengesellschaft, Stadtwerke Ansbach GmbH,
Stadtwerke Bad Hersfeld GmbH, Thüga Energienetze GmbH,
WEMAG AG, e-rp GmbH and Thüga AG.
€1.5m
Power-to-Gas Energy Storage
“The combination of renewable
electrical energy and smart grids
together with storage form the
backbone of the Energiewende.”
Eveline Lemke
Rhineland-Palatinate Minister
of Economic Affairs
“Our gas distribution network
could thus be the battery of
the future.”
Michael Riechel
Member of the Board of Thüga AG
41
YEAR Ended 30 april 2014 energy storage

Timeline of Thüga plant deliverables
Mar 13
Oct 13
May 13
Dec 13Apr 13
Nov 13
Jun 13
Jan 14Jul 13
Feb 14Aug 13
Mar 14Sep 13
Apr 14
May 14
Order
Official
Commissioning
Ground
Breaking
Final
Acceptance
of the Plant Final
Payment
TÜV Permit
First Ever
Injection of
Hydrogen into
Gas Distribution
Network
Electrolyser
Arrives On-site
CE Marked
Given the high volumes of energy that must be stored,
power-to-gas technology holds great significance.
According to Thüga’s analysis, energy
storage requirements in Germany could
be as high as 17 terawatt hours (TWh)
by 2020, and reach 50 TWh by 2050.
The municipal gas distribution network
can easily absorb these quantities.
Thirteen companies of the Thüga
group have combined their know-how
and capital in a project platform to
jointly invest in the development of
Power-to-Gas storage technology.
The focus is on testing the practicality
of Power-to-Gas technology.
The companies are confident that long
term this technology has the greatest
potential to store excess amounts of
renewable energy as the development
of storage technologies is one of the
main challenges for the energy transition
(Energiewende), if the integration of
wind and solar power is to succeed.
ITM Power’s proton exchange
membrane (PEM) electrolyser is the
core of the system in Frankfurt am Main.
The plant converts electrical energy into
chemical energy and thus facilitates the
storage of electrical energy. The gas
mixing plant ensures that the admixture
of hydrogen in the gas distribution
network does not exceed 2% by volume.
The plant is now entering its three year
operational phase, during which time
the plant will participate in the balancing
energy market and provide negative
balancing power.
That means, when too much power
is on the electrical grid, at the request
of the transmission system operator
(TSO), the load of the electrolyser
will be increased. In this case, the plant
absorbs the excess power and converts
it into hydrogen. This also contributes
to the stability of the electricity grid.
At the end of 2013, the plant injected
hydrogen for the first time into the
Frankfurt gas distribution network
becoming the first plant to inject
electrolytic generated hydrogen into
the German gas distribution network.
Final acceptance of the plant
was achieved at the end of March
2014, which reflected the timely
achievement of all milestones set.
The project is supported by the Hessian
Ministry for the Environment, Energy,
Agriculture and Consumer Protection.
Following the first phase of the project,
the participants are considering a second
project, which would use hydrogen and
carbon dioxide to produce synthetic
natural gas to be subsequently stored.
43

clean fuel
Kit Malthouse
Deputy Mayor of London
for Business and Enterprise
“This technology was invented in the
UK and London already has a massive
research base around hydrogen and
alternative fuels. When you also consider
that we already export thousands of
vehicles from the UK that adds up to a big
opportunity for many new jobs working
in cutting edge new technologies. We
are doing everything we can to ensure
London is ready when the very first
commercially available hydrogen vehicles
begin to come to the market in 2015.”
HYDROGEN FUEL

These programmes are supporting the
availability of Fuel Cell Electric Vehicles
(FCEVs) to the public, whilst at the same
time ensuring that there is a hydrogen
infrastructure in place to refuel.
The first full hydrogen FCEV has
now been released the Hyundai ix35
and Toyota have recently announced
production is being bought forward to
December 2014, with Honda and others
following from 2015.
2009
GERMANY
2009
south korea
2011
japan
2011
united kingdom
2012
denmark
2012
france
2013
USA
The world’s dependence on fossil fuels
for transportation is hugely costly and
unsustainable, with demand only set
to increase as countries develop and
population increases.
Hydrogen Fuel Cell Electric Vehicles
(FCEVs) offer the ability to meet policy
objectives of air quality and low carbon
transport. This enables the public and
business organisations to travel and
transport goods with clean emissions,
without disruption to routine, a key
requirement for the rate of adoption and
acceptability of ultra-low emission vehicles.
The green hydrogen fuel can be made by
ITM Power’s rapid response hydrogen
refuelling stations, at times of low
electricity price and surplus renewable
energy supply, using just water; this offers
a low cost renewable clean fuel, that
can be made on-site at the point of use,
eliminating the need for transported
fuel deliveries.
Fuel for hydrogen vehicles is now high
on the agenda in a number of countries
with significant government projects
enabling the roll-out of hydrogen mobility
programmes.
The UK has a legally binding carbon
reduction target of 80% by 2050,
which includes a reduction of
carbon in transportation by 90%.
Road transportation makes up a
huge percentage of transport, and
this is why many governments have
now implemented hydrogen mobility
programmes. In April 14, the Office of
Low Emission Vehicles (OLEV) published
Investing in Ultra-Low Emission Vehicles
in the UK, 2015 to 2020.
The document sets out key elements of
the Government’s proposed package of
support for ultra-low emission vehicles
(ULEVs) in the period 2015–20 and it
follows the announcement in the 2013
Spending Round that the Government
was making £500m available to support
ULEVs in this period.
OLEV are positioning the UK to be a lead
market for the introduction of hydrogen
fuel cell vehicles and will announce by
autumn 2014, the actions that both
Government and industry stakeholders
will be taking to achieve this.
California has taken a global lead in the
roll-out of hydrogen refuelling stations,
with the California Energy Commission
recently awarding $46.6m for the
construction of 28 new stations, bringing
the total planned in the state to more
than 50.
Hydrogen fuel
Providing the
potential to
decarbonise road
transportation
LAUNCH Date – national
mobility initiatives
The development of
a national hydrogen plan
47
clean fuelYEAR Ended 30 april 201446
clean fuel

UK H2
Mobility
Website
Partners:
• Air Liquide
• BOC
• Daimler
• Hyundai
• Intelligent Energy
• ITM Power
• Johnson Matthey
• Morrisons
• Nissan
• Sainsbury’s
• SSE
• Toyota
• Department for Business
Innovation and Skills
• Department of Energy
and Climate Change
• Department for Transport
• Transport Scotland
• Welsh Government
• Greater London Authority
• New Energy World
www.ukh2mobility.co.uk
49
clean fuelclean fuel

fuel cell vehicles
hyundai TUCSON
Hydrogen fuel cell
vehicle
Key Points:
• 36-month lease, $499 per
month, $2,999 deposit,
includes all maintenance,
fuel, and carpool lane access
• The driving range of the Tucson
is up to 435 miles; similar to
many cars on the road today,
yet its only emission is water
• It takes five minutes to fully
fill the Tucson, compared to
current EVs, which require
at least 3 hours with a 240V
charge, or a minimum of 14
hours with a 110V charge
www.hyundaiusa.com/
tucsonfuelcell/
51

fuel cell vehicles
Toyota fuel electric
cell vehicles (fcev)
Key Points:
• Toyota Fuel Cell Vehicle (FCV)
uses the same hybrid technology
as the Prius, but with hydrogen
and a fuel cell stack
• The Toyota FCV will make its
debut on the roads in 2015
and has a target range of over
300 miles
• It has an introductory price
in Japan of $60,000
www.toyota.com/fuelcell
53

80kg/day
15kg/day
island hydrogen
isle of wight
Q4 2014
2 stations – 1 80kg/day
and 1 smaller 15kg/day
100kg/day
hyundai
california, USA
Q4 2014
100kg/day
riverside
California, USA
Q4 2015
80kg/day 80kg/day
80kg/day
hyfive
london, uk
Q1 2015
3 stations – 3 80kg/day stations
Hydrogen Refuelling Stations under contract: Cumulative Deployment
2013 2014 2015
600
400
200
500
300
100
0
Under ContractDeployed
CumulativeCapacity(kg/24hr)
ITM Power is part of the UK, Swiss,
USA and French Hydrogen Mobility
programmes and is currently building
five refuelling stations for the UK
(two for the Isle of Wight and three
for London). The UK H2
Mobility
programme is looking to roll-out
65 stations over the next few years.
The three CE marked rapid response
grid balancing stations to be deployed in
London, will be the first green hydrogen
deployments in the city and are expected
to be operational in time to coincide with
the roll-out of Fuel Cell Electric Vehicles
(FCEVs) planned by the major OEMs.
The ‘Island Hydrogen’ project on the
Isle of Wight will see the deployment of
an 80kg/day hydrogen refuelling station
to refuel FCEVs which will be located
in East Cowes, and a 15kg/day marine
refuelling station, at Ventnor Marina for
Cheetah Marine. These two stations are
scheduled to be operational by Q4 2014.
ITM Power has seen a big pull from
the USA, since the formation of ITM
Power Inc, becoming board members
of the Californian Hydrogen Business
Council, Canadian Hydrogen and Fuel
Cell Association, Fuel Cell Hydrogen
Energy Association and the Ohio Fuel
Cell Coalition.
ITM Power Inc is a founder member of
the US Government hydrogen mobility
initiatives H2
USA and H2
First, leading
to success in receiving two orders for
hydrogen refuelling stations in the USA.
Both awards to date have come out
of the pioneering California Energy
Commission solicitation process where
$200m is being made available for
hydrogen fuelling infrastructure through
an annual competitive tendering process.
The first is an order from Hydrogen
Frontier Inc. to supply Hyundai’s
headquarters in Chino, California
with a high pressure electrolyser
based hydrogen fuelling station. This
station will be 100kg/day and be 100%
renewable. It is set to be operational
in Q4 of 2014.
The second was a Notice of Proposed
Award from the California Energy
Commission to supply a public 100kg per
day turnkey hydrogen refuelling station
in Riverside, California. The refuelling
unit will replace a smaller, outdated
station and will be capable of generating
100kg/day of hydrogen with the ability
to dispense at both 350 and 700 bar.
The station will be operational by
October 2015.
refuelling stations
The FCEV’s are being
rolled out, and so
are hydrogen
refuelling stations.
55

www.island-hydrogen.com
ITM Power is leading the
‘Island Hydrogen’ Vehicle
Refuelling project on the Isle
of Wight supported by the
UK’s innovation agency, the
Technology Strategy Board.
The project integrates into the power
system, a hydrogen energy storage and
vehicle refuelling system on the Isle of
Wight, through the development and
optimisation of a control system to link
renewable energy supply, smart grid
controls and hydrogen production.
This will serve as an integrated
renewable energy-transport model
that can be replicated in smart cities,
as well as islands around the world.
ITM Power will be deploying two
hydrogen refuelling stations. Initial
planning permission applications lead
to ITM Power being granted planning
permission for five hydrogen refuelling
sites on the Isle of Wight.
Two of these sites were chosen for the
80kg/day and 15kg/day stations to take
forward for installation of hydrogen
refuellers ready for operation in
November 2014.
ITM Power will deploy one modular
80kg/day hydrogen generation unit,
the first deployment of a station this
size which is intended to form the initial
station size in the roll-out of hydrogen
refuelling stations in the UK H2
Mobility
project. This modular design allows
generation capacity to be increased at
refuelling stations as demand increases.
The other station to be deployed
is for a 15kg/day marine refuelling
station to be located at Cheetah
Marine’s site in Ventnor. In addition to
deploying the stations, ITM Power was
also granted planning permission for five
locations for five hydrogen refuelling
sites on the Isle of Wight.
Two of these sites were chosen for the
80kg/day and 15kg/day stations to take
forward for installation of hydrogen
refuellers ready for operation in
November 2014. ITM Power sits on
three Working Groups of the ISO
Technical Committee 197, which has
as its stated scope the standardisation
in the field of systems and devices for
the production, storage, transport,
measurement and use of hydrogen.
Furthermore, ITM Power sits on the
British Compressed Gas Association
Technical Steering Committees with
particular emphasis on Code of Practice
41, which addresses The Design,
Construction, Maintenance and Operation
of Filling Stations Providing Gaseous Fuels.
Project Island Hydrogen
Partners
market
Technology Strategy Board, Cheetah Marine,
SSE, IBM, Vodafone, Arcola, University of Nottingham,
University of South Wales, NPL, Toshiba
£4.45m
Hydrogen Vehicle and Marine Refuelling
“The expertise required to achieve planning permission and satisfy
compliance bodies is often underestimated. I am delighted that
ITM Power has been successful in gaining approval to commence
the build of two hydrogen refuelling stations on the Isle of Wight.
Furthermore, the continued support from the Isle of Wight council and
their determination to become a prime location for hydrogen fuel cell
vehicle deployment provides a fantastic backdrop to this exciting project.”
Dr Graham Cooley
Chief Executive of ITM Power
57

www.hyfive.eu/hydrogen-and-fuel-cells
Global leaders
sign £31m plan to
demonstrate the
commercial case
for hydrogen
vehicles.
HyFive is a pioneering £31 million
project involving leading motor
manufacturers, hydrogen fuel suppliers,
the Mayor of London’s Office and energy
consultancies to make hydrogen vehicles
a viable and environmentally friendly
choice for motorists across Europe.
Five different manufacturers have agreed
to deploy a total of 110 hydrogen fuel
cell vehicles at several European
locations (Bolzano, Copenhagen,
Innsbruck, London, Munich, Stuttgart)
and develop new clusters of hydrogen
refuelling stations.
ITM Power was selected by the
London Hydrogen Partnership to be
the Hydrogen Refuelling Station partner
for London. This resulted in an award
of contract to supply three ITM Power
electrolyser-based refuelling stations.
The Mayor of London’s Office
announced the award which is funded
by the European Union Fuel Cells and
Hydrogen Joint Undertaking project
called HyFive.
The contract is worth approximately
£2.8 million to ITM Power and results in
three 80kg/ day hydrogen stations being
deployed in London. These three new
stations will form part of three European
regions deploying six new 700bar
hydrogen refuelling stations and
incorporate 12 existing stations in the
project. The fuelling station networks
will offer hydrogen as a genuine fuelling
choice for end users. Working with
other partners in the project, Air
Products, Linde, OMV and the
Copenhagen Hydrogen Network,
will stimulate the network density
required for full commercial roll-out of
hydrogen refuelling and FCEVs across
Europe. The hydrogen stations are due
to be operational in 2015, by which time
the vehicle manufacturers in the
partnership will have started to put
hydrogen fuelled cars on sale in some
European markets.
The motor manufacturers who are part
of this project are working on developing
and demonstrating hydrogen powered
fuel cell cars. The prospect of these
becoming more widely available is
now seen as increasingly likely as the
currently high cost of the technology
falls and hydrogen powered vehicles
become affordable. Supporters of the
new technology point to the rapid
refuelling times for hydrogen cars
and their potential to cover over four
hundred miles before needing to be
refuelled. They also believe that fuel
cells will have the ability to be scaled
up to run larger vehicles such as buses
or trucks.
Project HyFive Refuelling Partner for London
Partners
market
The Mayor of London’s Office, BMW, Daimler, Honda, Hyundai,
Toyota, Air Products, Copenhagen Hydrogen Network, ITM
Power, Linde, OMV, Element Energy, PE INTERNATIONAL,
the Institute for Innovative Technology and the European Fuel Cell
and Hydrogen Joint Undertaking
£31m (£2.8m to ITM Power)
Vehicle Refuelling
“The 15 partners of the HyFive project will work together to advance
the awareness, understanding, viability and uptake of zero-emission
hydrogen-powered vehicles, like the Hyundai ix35 Fuel Cell.
The collective mid-term goal is to grow a pan-European refuelling
network and ensure more vehicles are seen on the road.”
Byung Kwon Rhim
President of Hyundai Motor Europe
59

Stephen Jones, MD, ITM
Power Inc. examines the
hydrogen refuelling station
bound for Hyundai, California.
Project California Refuelling Stations
Partners
market
Hyundai, Powertech, H2
Frontier Inc, Riverside
$5,125,000 to both stations
Hydrogen Vehicle Refuelling
“Fuel cell technologies are an important part of an all-of-the-above
approach to diversify America’s transportation sector, reduce our
dependence on foreign oil and increase our competitiveness in the
global market.”
David Danielson
Assistant Secretary for Energy
Efficiency and Renewable Energy
61
YEAR Ended 30 april 2014 clean fuel

As a result of Assembly Bill
32, California is required
to significantly reduce its
carbon emissions state-wide.
From a utility perspective, this means
that an increasing proportion of
renewable energy will need to be
introduced into the electrical grid.
As a result California (CA) has set up
a Renewables Portfolio Standard (RPS)
of 33% total renewable energy by 2020.
This is likely to increase to 50% by 2030.
The increase in renewable energy into
the electrical grid results in the need for
storage during times when the renewable
energy production may be sub optimum.
This has led to the California public
utilities commission mandating 1.3GW of
energy storage by 2020 and opportunities
to leverage the natural gas grid to store
renewable energy, an approach that is
now near commercial in Germany.
In addition AB-8 bill was passed in
September 2013 providing up to $200m
of funding for hydrogen infrastructure
in the state of California over a ten
year period with the aim of at least
100 stations by 2024.
ITM Power’s Chino project was awarded
under this program to supply a 100kg
per day system to Hydrogen Frontier Inc
for incorporation into a refuelling station
located at Hyundai’s technical centre in
Chino, CA.
ITM Power’s other station award for
the city of Riverside California was also
through the same program and will
see ITM Power lead a consortium of
partners to deploy and operate a 100kg
per day public hydrogen station. The
station is located in one of the prime
areas highlighted by the CEC; at the City
of Riverside’s Alternative Fuelling Facility
close to the 91 Freeway. The refuelling
unit will replace a smaller, outdated
station and will be capable of generating
100kg/day of hydrogen with the ability
to dispense at both 350 and 700 bar.
The station will be operational by
October 2015.
The NOPA from the CEC comes
as part of PON 13-607, the second
solicitation in a ten year programme
to deploy refuelling stations across
California to support the roll-out
of Fuel Cell Electric Vehicles (FCEVs).
62
clean fuel

Renewable
Chemistry
David Willetts
Science Minister
“The British scientific and technological
revolution is something to be proud of.
By investing in these great technologies
I firmly believe that the UK will continue
to be at the forefront of the global
technology race.”
decarbonising
chemicals

Renewable hydrogen
provides the global
chemical industry with
an opportunity to
reduce its dependence
on fossil fuels and
specifically methane-
derived hydrogen.
H2
O
CH4
CO2
+
+
H2
NH3N
H2
O
2
O
H2
CO2
NH3
UREA
+
+
+
N
Hydrogen is a fundamental chemical building block for a variety of commodity
chemicals and fuels including ammonia and synthetic methane for which there are
massive world markets. The use of renewable hydrogen as a feedstock would deliver
a net reduction and in some cases be a net consumer of carbon dioxide (CO2
).
Ammonia and Urea
Making ammonia and urea fertiliser from hydrogen derived from wind via
PEM electrolysers.
Conventional production of ammonia (NH3
) is a large scale industrial process,
very dependent on fossil fuels and is currently made using hydrogen derived from
natural gas. Currently 5% of global natural gas consumption is used to make ammonia
(2% of world energy) causing this agricultural process to contribute between 12–14%
of greenhouse gas emissions.
Urea is a nitrogen-rich fertiliser and is made from ammonia and carbon dioxide.
With the growing global population and demand for foodstuffs increasing, together
with less acreage being dedicated to crop cultivation, 50% of current global food
production relies on the use of ammonia based fertilisers to increase these yields.
The challenge addressed by the production of ammonia and urea using hydrogen from
renewable energy sources is the need to drastically reduce the emissions associated
with the production of NH3
based fertilisers.
Ammonia and urea fertiliser can be produced sustainably by using hydrogen
derived by electrolysis of water using renewable energy supply in a PEM electrolyser.
This de-couples ammonia production from fossil fuels. In the case of urea, it
also decarbonises the process further, as it provides a means of utilising waste
carbon dioxide.
Renewable hydrogen offers:
• Decentralised, local fertiliser production
• To decouple ammonia and urea production from fossil fuels
• Opportunities to utilise waste CO2
in urea production
• Sustainable fertiliser production with zero carbon emissions
• Price stability, avoiding link to fossil fuel volatility
• Security of supply and crop yield for a growing world population
CONVENTIONAL
ROUTE
RENEWABLE
ROUTE
67
renewable chemistryYEAR Ended 30 april 2014

Synthetic Methane
and Renewable Gases
Synergies exist between the need for
renewable heat in the form of a gaseous
fuel, the need to reduce our dependency
on imported natural gas, the rising
renewable power penetration in the
power system increasing the need for
balancing services and increasing wind
curtailment, and the need for industrial
processes to utilise rather than eject
carbon dioxide to the atmosphere.
In response to government commitments
to decarbonise energy production and
supply there has been an increase of
renewable power, leading to a large
percentage of power being generated
from energy sources with intermittent
and fluctuating outputs. Therefore there
is a growing need for energy storage.
In addition to being an energy vector for
electricity, mobility and heat, hydrogen
can be utilised as a raw material for the
synthesis of various hydrocarbon fuels
such as synthetic methane by means of
either a biological or a catalytic process.
Physically and chemically similar to natural
gas, synthetic methane can be injected
into gas distribution networks or used in
domestic and industrial heat processes
without modification of equipment.
Synthetic methane has the potential to:
• Link the electricity and gas networks
providing an abundant source of
renewable heat
• Contributing to the decarbonisation
of transport
• Balancing supply and demand of
renewable energy by varying the
input to the electrolyser
• Reducing the need to reinforce the
existing electricity distribution grids
to support increase of renewables
• Provide grid balancing services
• Provide a means of effectively storing
renewable energy for periods of
weeks to months
Synthetic methane synthesis has great
potential as a means of increasing the
methane content of biogas. The high CO2
content of biogas means that it cannot
be injected into the existing national gas
infrastructure but by using it directly in
the biological conversion route or by
separating the CO2
and using the catalytic
synthesis processes, it is possible to
produce grid quality methane.
69
renewable chemistryrenewable chemistry

Denmark, like Germany with the
Energiewende initiative has made a
political commitment to be independent
of fossil fuels by 2050. Denmark has
already agreed that by 2020 >35% of total
energy consumption will be based on
renewable energy and 50% of electricity
consumption will be supplied by wind.
To achieve this, Denmark recognises
that gas is a determinant factor for the
storage of energy in an integrated system
of electricity, gas and heat; recognising that
stored renewable gases such as hydrogen
and synthetic methane can be converted
to electricity and heat making it possible
to balance the grid for periods from hours
up to days, weeks and even months.
60% of Danish homes use district heating
from combined heat and power (CHP)
plants and Denmark has recognised that
synthetic methane produced from biogas
(sourced from anaerobic digestion and
thermal gasification of woody material)
and hydrogen from electrolysis as a
cost-effective near-term means of storing
and using intermittent renewable energy
for the production of power and heat
as part of the national transition from
fossil fuels to 100% renewable energy.
As a result, Power-to-Gas and synthetic
methane are a primary focus for large
scale energy storage in Denmark. R&D
and demonstration projects are being
supported by the Danish TSO Energinet.
dk and the Danish Ministry of Energy into
the production and use of hydrogen and
synthetic methane.
Case study: DENMARK
Renewable Gases as
a means of Renewable
Energy Storage
70
renewable chemistry

ITM Power is leading a consortium project to
demonstrate the decarbonisation of fertiliser
production, which is responsible for a material
proportion of global greenhouse gas emissions.
The funding comes from the UK’s
innovation agency, the Technology
Strategy Board, under its Agri-Tech
programme. The project is to design
and build a system for the production
of renewable fertiliser.
The integrated electrolyser based
pilot scale system will be trialled at
the UK farm owned by Waitrose.
As a responsible retailer, Waitrose
always strives to minimise its impact on
the environment. Support of sustainable
agriculture is one way in which the
retailer does this – and the involvement
of the retailer’s own farm, Leckford,
in this pilot could support this aim by
helping develop a process that could
greatly reduce the environmental
footprint where fertiliser is used.
With the growing global population
increasing demand for foodstuffs,
and as less acreage is dedicated to crop
cultivation, yields must increase. 50% of
current global food production relies on
the use of NH3
based fertilisers and is
key to increasing yields.
The challenge addressed by this
project is the need to drastically
reduce the emissions associated with
the production of NH3
based fertilisers.
Commercial production of NH3
is a
large scale industrial process converting
natural gas (or other fossil fuels) into
gaseous hydrogen, which is catalytically
reacted with nitrogen to form anhydrous
liquid NH3
. Hydrogen can be produced
more simply and more sustainably by
the electrolysis of water using renewable
electricity – thus decoupling NH3
production from fossil fuels, substantially
decarbonising the process, and providing
a means of utilising waste CO2
in urea
production in line with EU climate
action objectives.
Project Renewable Chemistry: UREA
Partners
market
Waitrose, Technology Strategy Board
£1.37m
Renewable Fertiliser
73

In 2013, ITM Power became the operator of a Hydrogen
Mini Grid located at the Advanced Manufacturing Park
(AMP) in Rotherham, which since its installation in 2007
has never been operational.
The Hydrogen Mini Grid (HMG) is a
unique facility consisting of a 225kW
wind turbine coupled directly to an
electrolyser, 200kg of hydrogen storage,
a hydrogen dispensing unit and a 30kW
fuel cell system capable of providing
backup power generation for
nearby buildings.
The facility is currently being upgraded
as a showcase for ITM Power’s world-
class hydrogen generation equipment
and will be used to provide retail
hydrogen fuel services within the
Sheffield City Region.
The facility will also serve to develop
ITM Power’s modular commercial
platform for hydrogen generation
systems, Power-to-Gas and refuelling
solutions. The system is designed so that
energy from the wind turbine is used to
provide power for some of the buildings
on the AMP, with excess energy being
used by the electrolyser to generate
hydrogen gas. The gas is then
compressed and stored ready for
dispensing into hydrogen fuel cell
vehicles. Particular focus will be on
the national hydrogen mobility initiatives
being undertaken in countries around
the world.
The M1 motorway was highlighted as
a key route for the early deployment
of hydrogen refuelling in the UK in
the published UK H2
Mobility Phase 1
Report. The Advanced Manufacturing
Park is just two miles from the M1
motorway network and within reach of
the large population centres of Sheffield,
Rotherham, Barnsley and Doncaster,
giving the facility a very large catchment
area and providing the perfect position
for a commercial refuelling station.
The site already has planning permission
for hydrogen systems and much of the
required infrastructure and groundwork
is already in place, which allows for very
low set-up costs to install and use ITM
Power’s non-invasive hydrogen
generation technology.
As the wind turbine is already installed,
it allows 100% renewable hydrogen to be
produced on the site. This hydrogen is a
fundamental chemical building block for
a variety of commodity chemicals and
fuels including ammonia and synthetic
methane for which there are massive
world markets.
Project Wind Hydrogen Development Platform
Partners
market
Advanced Manufacturing Park, Sheffield University,
DeMontfort University, UPS, Rotherham MBC
N/A
Renewable Hydrogen
“We are delighted to have been selected as the operator for the HMGS
in Rotherham. The site has huge potential and ITM Power is perfectly
positioned to realise this potential with our unique technology.
Together with our partners, we will be able to use the site as a retail
hydrogen fuel station for the area and it will provide a repeatable
blueprint for similar systems to be deployed around the world.”
Dr Graham Cooley
CEO, ITM Power plc
75

YEAR ENDED 30 APRIL 2014
FINANCIAL STATEMENTS
14

DIRECTORS’ REPORT
The Directors present their annual report on the affairs of ITM Power plc and its subsidiaries (“the Group”), together with the
financial statements and auditor’s report, for the year ended 30 April 2014.
RESEARCH AND DEVELOPMENT
During the year the Group incurred research and development related costs of £3,979,000 (2013 – £4,453,000).
DIVIDENDS
The Directors do not recommend a dividend payment for the year (2013 – £nil).
CAPITAL STRUCTURE
Details of the Group’s capital structure are provided in notes 16 and 22 to the financial statements.
Directors
The following Directors served throughout the year and subsequently, unless stated otherwise:
Dr S Bourne
Sir R Bone (appointed 4 June 2014)
Dr G Cooley
Lord R Freeman
P Hargreaves
R Putnam
DIRECTORS’ REPORT
Ordinary shares of 5p
each at 30 April 2014
Ordinary shares of 5p
each at 30 April 2013
Dr S Bourne 326,830 326,830
Dr G Cooley 377,923 311,256
The Rt Hon Lord R Freeman 5,000 5,000
Mr P Hargreaves 14,908,643 10,575,310
Prof R Putnam 27,129 27,129
The Directors who served during the year and their interests in the shares of ITM Power plc (including those of their spouse
or civil partner and children under the age of 18) were as follows.
(Continued overleaf)
79
DIRECTORS’ REPORT DIRECTORS’ REPORT

DIRECTORS’ REPORTDIRECTORS’ REPORT
DISABLED EMPLOYEES
Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant
concerned. In the event of members of staff becoming disabled every effort is made to ensure that their employment with the
Group continues and that appropriate training is arranged. It is the policy of the Group that the training, career development
and promotion of disabled persons should, as far as possible, be identical to that of other employees.
EMPLOYEE CONSULTATION
The Group places considerable value on the involvement of its employees and has continued to keep them informed on matters
affecting them as employees and on the various factors affecting the performance of the Group. This is achieved through formal
and informal meetings, the company magazine and a special edition for employees of the annual financial statements. Employee
representatives are consulted regularly on a wide range of matters affecting their current and future interests.
Key Employment Policies
We have consistently sought to recruit and retain the best employees in our sector and this has contributed to the advancement
and successes of the products we manufacture. We also recognise the importance of employee retention and we offer our staff
benefits including childcare vouchers and a cycle purchase scheme as well as formal training relevant to the employee’s role.
We believe this maintains high levels of employee satisfaction and motivation. In addition to on-the-job training, nine employees
were working towards a formal qualification in the past year.
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
These are given in note 22 to the financial statements
AUDITOR
Each of the persons who is a Director at the date of approval of this annual report confirms that:
• so far as the Director is aware, there is no relevant audit information of which the Company’s auditor is unaware; and
• the Director has taken all the steps that he ought to have taken as a Director to make himself aware of any relevant audit
information and to establish that the Company’s auditor is aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.
Deloitte LLP have expressed their willingness to continue in office as auditor and a resolution to reappoint them as auditor
will be proposed at the forthcoming Annual General Meeting.
Approved by the Board and signed on its behalf by:
Dr Simon Bourne
Director
Date: 29th July 2014
Name of holder
Percentage of voting rights
and issued share capital
Number of
ordinary shares
Mr P Hargreaves 9.2% 14,908,643*
Allianz Global Investors 9.8% 15,811,897
D J Highgate 6.6% 10,692,893
Majedie Asset Management 5.1% 8,323,247
J A Lloyd 4.8% 7,817,110
Herald Investment Management 3.7% 6,000,000
J A D Wreford 3.4% 5,431,363
* of this total 3,439,000 are held by a discretionary trust on behalf of the shareholder.
DIRECTORS’ INDEMNITIES
The Company has made qualifying third party indemnity
provisions for the benefit of its Directors, which were made
during a preceding year and remain in force at the date of
this report.
SUPPLIER PAYMENT POLICY
The Group’s policy is to settle terms of payment with suppliers
when agreeing the terms of each transaction, ensure that
suppliers are made aware of the terms of payment and abide
by the terms of payment. Trade creditors of the Group at 30
April 2014 were equivalent to 52 (2013 – 31) days’ purchases,
based on the average daily amount invoiced by suppliers
during the year.
CHARITABLE AND POLITICAL CONTRIBUTIONS
During the year, the Group made no charitable or political
donations (2012 – £nil).
SUBSTANTIAL SHAREHOLDINGS
On 30 June 2014 the Company had been notified, in accordance
with chapter 5 of the Disclosure and Transparency Rules, of the
following voting rights as a shareholder of the Company.
80
DIRECTORS’ REPORT 81
DIRECTORS’ REPORTYEAR Ended 30 april 2013

Corporate governance report
PRINCIPLES OF CORPORATE GOVERNANCE
ITM Power plc (the “Company”) is committed to high standards of Corporate Governance. The Board is accountable to
the Company’s shareholders for good governance in its management of the affairs of the Group. The Directors acknowledge
the importance of the principles of corporate governance contained in the UK Corporate Governance Code. Combined Code.
As an AIM quoted company, ITM Power is not obliged to comply with the full requirements of the Combined Code. However
the Board intends to comply with its main provisions as far as reasonably practicable having regard to the size of the Group.
The Board recognises the importance to shareholders of Corporate Governance disclosure, and to this end the Company has
developed a set of disclosures that it feels are consistent with the Group’s size and the constitution of the Board. The Board
intend to continue to develop these disclosures as the Group grows.
The Directors intend to comply with Rule 21 of the AIM Rules relating to Directors’ dealings as applicable to AIM companies
and will also take all reasonable steps to ensure compliance by the Group’s applicable employees.
THE BOARD
The Board currently comprises the following members who are also members of the following committees of the Board:
Director Role
Remuneration
Committee
Audit Committee
Nominations
Committee
Executive
Committee
Dr S Bourne Chief Technology
Officer
•
Dr G Cooley Chief Executive
Officer
• •
The Rt Hon
Lord R Freeman
Non-Executive
Director
• •
Mr P Hargreaves Non-Executive
Director
• • •
Prof R Putnam Non-Executive
Chairman
• • • •
BALANCE OF THE BOARD
ITM Power plc has a separate Chairman and Chief Executive
Officer, each having his own separate responsibilities.
The Chairman is responsible for the effective working of
the Board and the Chief Executive Officer is responsible
for all operational matters and the financial performance of
the Group. The Board is balanced, both numerically and in
experience, with the intention that no individual or small
group of individuals should be able to dominate decision
making. The Board has not appointed a Senior Independent
Director. However, any of the Non-Executive Directors
are available on request as a conduit of communication to
the Board in the event that the Chairman and/or the Chief
Executive Officer are not appropriate conduits for shareholder
concerns and issues.
MATTERS RESERVED TO THE BOARD’S ATTENTION
The Board has a formal schedule of matters reserved for
its decision covering the following areas:
• Management structure and appointments;
• Strategic/policy considerations
• Material transactions;
• Finance; and
• General governance and capital matters.
COMMITTEES
The Board operates through clearly identified Board
committees to which it delegates certain powers. These are
the Remuneration Committee, the Audit Committee, the
Nominations Committee and the Executive Committee.
They are properly authorised under the constitution of the
Company to take decisions and act on behalf of the Board
within the guidelines and delegations laid down by the
Board. The Board is kept fully informed of the work of these
committees and each committee has access and support from
the Company Secretary.
Any issues requiring resolution are referred to the full
Board. A summary of the operations of these Committees
is set out below.
The Remuneration Committee’s role is to determine and
recommend to the Board the terms and conditions of service,
the remuneration and grant of options to Executive Directors
under the EMI scheme adopted by the Company.
The Audit Committee’s primary responsibilities are to
monitor the quality of internal control, ensure that the
financial performance of the Company is properly measured
and reported on, and to review reports from the Company’s
auditor relating to its accounting and internal controls, in all
cases having due regard to the interests of the shareholders.
The Nominations Committee leads the process for Board
appointments. It vets and presents to the Board potential
new Directors, particularly Non-Executives. All new
appointees undergo a rigorous nomination process before
the Board agrees on their appointment.
The Executive Committee comprises Prof. Roger Putnam
as Chairman, Dr Graham Cooley (CEO) and Dr Simon
Bourne (CTO). The Committee regularly meets to consider
business development, management issues and the financial
performance of the Company.
A copy of the Terms of Reference for these committees
and the terms of appointment of each of the Non-Executive
Directors can be obtained by contacting the Company
Secretary at the Company’s head office.
In addition, the Board receives reports and recommendations
from time to time on matters that it considers significant to
the Group.
83
Corporate governance report Corporate governance report

BOARD MEETINGS
The Board scheduled 4 regular meetings in the year ended 30 April 2014 and 3 additional meetings were convened when
required. The table below shows the attendance of Directors at regular Board meetings and at meetings of the Committees
during the year.
The Board is supplied in a timely manner with information in a form and of a quality appropriate to enable it to discharge
its duties.
Board Meetings Remuneration Committee Audit Committee
No. of meetings held 7 1 2
Non-Executive Directors
The Rt Hon
Lord R Freeman
7
1 2
Mr P Hargreaves 7 1
Prof R Putnam (Chairman) 7 1 2
Executive Directors
Dr S Bourne 7
Dr G Cooley 7
BOARD PERFORMANCE APPRAISAL
With the full support of the Board, the Chairman leads an evaluation of the performance of the Board and its Committees
on a yearly basis. The last review concluded that the Board and its Committee are currently effective and each Director
continues to demonstrate commitment to their role.
RE-ELECTION OF DIRECTORS
New Directors are subject to election at the first Annual General Meeting of the Company following their appointment. In addition,
all Directors who have been in office for three years or more since their election or last re-election are required to submit
themselves for re-election at the Annual General Meeting of the Company. At each Annual General Meeting of the Company all
those Non-Executive Directors who have been in office for nine years or more since the date on which they were originally elected
as a Non-Executive Director of the Company are required to retire from office, but may stand for re-appointment.
BOARD INDEPENDENCE
The Board recognises that Peter Hargreave’s shareholding is a factor which, under the UK Corporate Governance Code, may
appear to impair his independence. However, the Board considers all the Non-Executive Directors to be independent in character
and judgement. The Non-Executive Directors have provided excellent independent advice and challenge throughout the year.
In concluding that all its Non-Executive Directors are independent, the Company considered, inter-alia, the fact that all of the
Non-Executive Directors are Directors of other corporations and are not reliant on any shares or share options they hold in,
or income they receive from, ITM Power plc.
INTERNAL CONTROL AND RISK MANAGEMENT
The Board is responsible for the Group’s system of internal control. Such a system
can only be designed to manage rather than eliminate the risk of failure to achieve
business objectives and can provide only reasonable, and not absolute, assurance
against material misstatement or loss. Whilst it would not be practical for the Group,
given its size, to maintain a dedicated Internal Audit function these internal controls are
reviewed periodically to check that they are operating as planned. The Group also has
in place processes to deal with the identification, assessment and management of major
business risks and reviews these processes as required.
RELATIONS WITH SHAREHOLDERS
The Company values the views of shareholders and recognises their interests
in the Group’s strategy and performance.
Overall responsibility for ensuring that there is effective communication with
investors and that the Board understands the views of major shareholders rests
with the Chief Executive Officer, who makes himself available to meet shareholders
for this purpose. Press coverage packs and analyst notes are made available to
the Board at each regular Board meeting. The Chief Executive Officer is often
accompanied at investor presentations by either the Chairman or the Chief Financial
Officer. Shareholder communication is mainly co-ordinated by the Company’s
Corporate Communications Consultants, Tavistock Communications Limited.
ITM Power is committed to maintaining a good dialogue with shareholders through
proactively organising meetings and presentations with fund managers, retail brokers
and analysts, as well as responding to a wide range of enquiries. The Company also
recognises the importance of communicating appropriately any significant company
developments. This is done via the Stock Exchange Regulatory News Service, which
can be accessed through the Company’s new website.
The Company reports to shareholders twice a year. The reports and accounts
are available on the Company’s website: www.itm-power.com. All shareholders
are encouraged to attend the Company’s Annual General Meeting, at which the
Chairman gives an account of the progress of the business over the year and provides
the opportunity for shareholders to ask questions. The Board attends the meeting
and is available to answer questions from present shareholders.
In all communications and events, care is taken to ensure that no price sensitive
information is released and that any price-sensitive information is released to all
shareholders at the same time, in accordance with AIM Rules.
AUDITOR INDEPENDENCE
The Group and Company seek to ensure the independence of its Auditor by limiting
the non-audit work it performs. The Group and Company uses a range of advisors
to give specialist advice in relevant areas.
Corporate
governance report
85
Corporate governance report Corporate governance report

ITM Power Annual Report Year ended 30th April 2014

ITM Power Annual Report Year ended 30th April 2014

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ITM Power Annual Report Year ended 30th April 2014