ITM Power : Notice of General Meeting 2023

ITM Power PLC

(Registered in England and Wales number 5059407)

Notice of Annual General Meeting 2023

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt about the contents of this document or the action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other appropriately authorised independent financial adviser.

If you sell or otherwise transfer, or have sold or otherwise transferred, all of your ordinary shares in ITM Power PLC you should send this document as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. However, such documents should not be distributed, forwarded or transmitted into any jurisdiction in which to do so would constitute a breach of the relevant laws of such jurisdiction. If you sell or have sold or otherwise transferred only part of your holding, you should retain these documents.

ITM Power PLC

2 Bessemer Park

Sheffield S9 1DZ

Registered in England and Wales Company Number 5059407

T [phone] W www.itm-power.com

24 August 2023

Dear Shareholder

2023 Annual Report and Annual General Meeting

I am delighted to enclose the notice of meeting (the "Notice") for the ITM Power PLC (the "Company") 2023 Annual General Meeting ("AGM"). The AGM will be held at 2 Bessemer Park, Sheffield, S9 1DZ on Friday 29 September 2023 at 10:00am.

The Notice sets out the resolutions proposed, together with explanatory and guidance notes for shareholders who wish to vote in advance.

If you have requested a printed copy of the Company's Annual Report and Accounts for the year ended 30 April 2023 (the "2023 Annual Report"), it is included in this pack. Otherwise, please accept this letter as notification that the 2023 Annual Report is now available to view at, and can be downloaded from, the "Financial & ESG Reports" section of the Investor Centre on our website at www.itm-power.com. If you would like a hard copy of the 2023 Annual Report, or would like to receive a hard copy of future Annual Reports, you can call the shareholder helpline number in the notes to the Notice.

Voting and asking questions

The Board recognises the importance of the AGM to shareholders and is keen to ensure that you are able to exercise your right to vote at the meeting and that you are able to ask questions.

If you wish to vote at the AGM but are unable to attend in person, you are strongly encouraged to appoint the Chair of the meeting as your proxy and give your instructions on how you wish the Chair of the meeting to vote on the proposed resolutions. All proposed resolutions will be put to a vote on a poll. This will result in a more accurate reflection of the views of shareholders by ensuring that every vote is recognised.

The Company also encourages shareholders to submit any questions relating to the business of the meeting they would like answered at the AGM by emailing them to [e-mail] by 10:00am on Wednesday 27 September 2023. Please title your email "ITM Power AGM Questions" and include your full name and Investor Code (available on your share certificate). Shareholders present in person at the meeting will also be able to ask questions during the meeting.

The business to be considered at the AGM

Please read the enclosed Notice which explains the business to be considered at the meeting.

As the AGM is taking place soon after the Company has announced its results, no presentation will be made at the meeting.

Sanctions

We note that international financial sanctions regimes, including those related to the ongoing situation in Ukraine, may constrain the ability of any shareholders subject to such sanctions to exercise their rights attaching to their shares, including rights to vote at the AGM and other general meetings, and to have those votes recognised by the Company. We will continue to monitor this situation, and the Company's obligations to take into account the votes of shareholders will at all times remain subject to compliance with applicable law and regulation.

Recommendation

The Board considers that each of the resolutions set out in the Notice are in the best interests of the Company and of its shareholders as a whole and recommends shareholders to vote in favour of them, as each of the Directors intends to do in respect of their own beneficial holdings (save in respect of those resolutions in which they are interested).

Yours faithfully

Sir Roger Bone

Chair of the Board

24 August 2023

2 ITM Power PLC  | Notice of Annual General Meeting 2023

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting ("AGM") of ITM Power PLC will be held at the registered office of the Company at 2 Bessemer Park, Sheffield, S9 1DZ on Friday 29 September 2023 at 10:00am to transact the business set out below. Resolutions 1 to 8 below will be proposed as ordinary resolutions and resolution 9 will be proposed as a special resolution.

ORDINARY RESOLUTIONS

2023 Annual Report

1. To receive the Company's audited accounts for the financial year ended 30 April 2023, together with the strategic report and reports of the Directors' and the independent auditor.

Remuneration Report

2. To approve the Remuneration Report for the financial year ended 30 April 2023, set out on pages 72 to 83 of the 2023 Annual Report.

Election and re-election of Directors

1. To elect Dennis Schulz as a Director of the Company.
2. To re-elect Sir Roger Bone as a Director of the Company.
3. To re-elect Jürgen Nowicki as a Director of the Company.

Auditor

1. To re-appoint Grant Thornton UK LLP as auditor of the Company to hold office from the conclusion of this AGM to the conclusion of the next general meeting at which accounts are laid before the Company.
2. To authorise the Directors to determine the remuneration of the auditor.

Authority to allot new shares

8. That the Directors of the Company be and they are hereby generally and unconditionally authorised for the purposes of section 551 of the Companies Act 2006 (the "2006 Act") to exercise all the powers of the Company to allot shares and grant rights to subscribe for, or convert any security into, shares in the Company on and subject to such terms as the Directors may determine:

1. up to an aggregate nominal amount of £10,274,427.58 (such amount to be reduced by the nominal amount allotted or granted from time to time under (b) below in excess of such sum); and
2. comprising equity securities (as defined in section 560 of the 2006 Act) up to an aggregate nominal amount of £20,548,855.17 (such amount to be reduced by the nominal amount allotted or granted from time to time under (a) above) in connection with or pursuant to an offer or invitation by way of rights issue in favour of:
3. 1. holders of ordinary shares in proportion (as nearly as practicable) to the respective number of ordinary shares held by them on the record date for such allotment; and
   2. holders of any other class of equity securities entitled to participate therein or, if the Directors consider it necessary, as permitted by the rights of those securities,

but subject to such exclusions or other arrangements as the Directors may consider necessary or appropriate to deal with fractional entitlements, treasury shares, record dates or legal, regulatory or practical difficulties which may arise under the laws of, or the requirements of any regulatory body or stock exchange in, any territory or any other matter whatsoever.

These authorities shall be in substitution for and shall replace any existing authorities which, to the extent not utilised at the date this resolution is passed, are revoked with immediate effect, without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made under such authorities.

Unless previously revoked, varied or renewed by the Company, these authorities shall expire at the conclusion of the next AGM or, if earlier, the close of business on Monday 30 September 2024, save that the Company may before such expiry make offers or agreements which would or might require shares to be allotted or rights to subscribe or convert securities into shares be granted after such expiry and the Directors may allot shares, or grant rights to subscribe for or convert any security into shares, in pursuance of any such offer or agreement as if the authorities conferred hereby had not expired.

ITM Power PLC  | Notice of Annual General Meeting 2023 3

Notice of Annual General Meeting continued

SPECIAL RESOLUTIONS

Authority to disapply pre-emption rights

9. That, subject to the passing of resolution 8, the Directors of the Company be and they are hereby empowered pursuant to section 570 of the Companies Act 2006 (the "2006 Act") to allot equity securities (as defined in section 560 of the 2006 Act) of the Company for cash pursuant to the authorities conferred by resolution 9 as if section 561 of the 2006 Act did not apply to any such allotment, provided that this power shall be limited to:

1. the allotment of equity securities for cash in connection with or pursuant to an offer or invitation (but in the case of the authority granted under paragraph (b) of resolution 8, by way of a rights issue only):
2. 1. in favour of holders of ordinary shares in proportion (as nearly as practicable) to the respective number of ordinary shares held by them on the record date for such allotment; and
   2. to holders of any other class of equity securities entitled to participate therein or, if the Directors consider it necessary, as permitted by the rights of those securities,

but subject to such exclusions or other arrangements as the Directors may deem necessary or appropriate to deal with fractional entitlements, treasury shares, record dates, or legal, regulatory or practical difficulties which may arise under the laws of, or the requirements of any regulatory body or stock exchange in, any territory or any other matter whatsoever; and

1. the allotment of equity securities for cash in the case of the authority granted under paragraph (a) of resolution 8, and otherwise than pursuant to paragraph (a) of this resolution 9, up to an aggregate nominal amount of £3,082,328.28.

This power shall expire at the conclusion of the next AGM or, if earlier, the close of business on Monday 30 September 2024, save that the Company may before such expiry make offers or agreements which would or might require equity securities to be allotted after such expiry and the Directors may allot the relevant securities in pursuance of such offer or agreement as if the power conferred hereby had not expired.

This power replaces all subsisting powers previously given to the Directors for the purposes of section 570 of the 2006 Act, which, to the extent unused at the date of this resolution, are revoked with immediate effect, without prejudice to any allotment of equity securities already made, offered or agreed to be made under any such power.

By order of the Board

Vicky Williams

Company Secretary

24 August 2023

Registered office:

2 Bessemer Park Sheffield

S9 1DZ

Registered in England and Wales number 5059407

4 ITM Power PLC  | Notice of Annual General Meeting 2023

Explanatory Notes on Resolutions

Ordinary resolutions require a simple majority of the votes cast to be cast in favour to be passed. Special resolutions require a 75% majority of the votes cast to be cast in favour to be passed.

ORDINARY RESOLUTIONS

2023 Annual Report

We are required by the Companies Act 2006 (the "2006 Act") to present the strategic report and the reports of the Directors and the auditor and the Company's audited accounts for the financial year ended 30 April 2023. If you have requested a printed copy of the 2023 Annual Report, it is included with this Notice. Otherwise, it is now available to view at, and can be downloaded from, the "Financial & ESG Reports" section of the Investor Centre on our website at www.itm-power.com.

Remuneration Report

In line with best practice, the Board voluntarily seeks approval of the Remuneration Report at the AGM. The Remuneration Report is set out on pages 72 to 83 of the 2023 Annual Report. This resolution is advisory and will not affect the future remuneration of the Directors, which is not conditional upon this resolution being passed.

Election and re-election of Directors

Under the Company's Articles:

• Directors appointed by the Board are required to retire and, if eligible and willing, be elected at the first AGM following their appointment (Article 76.1); and
• Directors are required to retire and, if eligible and willing, be re-elected every three years (Article 81.1).

Dennis Schulz was appointed as a Director on 1 December 2022 and therefore retires and, being eligible, offers himself for election as a Director.

Jürgen Nowicki and Sir Roger Bone were last re-elected as Directors in 2020 and therefore retire and, being eligible, offer themselves for re-election as a Director. Sir Roger Bone, having completed nine years tenure, shall now be subject to annual re-election as provided for in the Company's Articles of Association.

Biographies of the Directors are provided in the 2023 Annual Report.

Auditor

The Company is required to appoint an auditor for each financial year, to hold office until the end of the next general meeting at which accounts are laid before the Company. Accordingly, the Directors, on the unanimous recommendation of the Audit Committee, which has evaluated the effectiveness and independence of the external auditor, propose the reappointment of the Company's existing auditor, Grant Thornton UK LLP, as auditor of the Company for the financial year ending 30 April 2024.

The Directors may set the remuneration of the auditor if authorised by shareholders to do so. We seek authority for the Directors to determine the auditor's remuneration.

Authority to allot new shares

This resolution seeks authority from shareholders to allot shares or grant rights to subscribe for or to convert any securities into shares. The authority is expected to be renewed at each AGM. Paragraph (a) of this resolution would give the Directors the authority to allot shares or grant rights to subscribe for or convert any securities into shares up to an aggregate nominal amount equal to £10,274,427.58 (representing 205,488,552 ordinary shares). This amount represents approximately one-third of the issued ordinary share capital of the Company as at 16 August 2023, the latest practicable date prior to publication of this Notice.

In line with guidance issued by the Investment Association, paragraph (b) of this resolution would give the Directors authority to allot shares or grant rights to subscribe for or convert any securities into shares in connection with a rights issue in favour of ordinary shareholders (and holders of other equity securities if required by the rights of those shares or as the Board otherwise considers necessary) up to an aggregate nominal amount equal to £20,548,855.17 (representing 410,977,103 ordinary shares), as reduced by the nominal amount of any shares issued under paragraph (a) of

this resolution. This amount (before any reduction) represents approximately two-thirds of the issued ordinary share capital of the Company as at 16 August 2023, the latest practicable date prior to publication of this Notice.

The authority sought under this resolution will apply until the end of next year's AGM or, if earlier, until the close of business on Monday 30 September 2024. As at the date of this Notice, no ordinary shares are held as treasury shares by the Company.

SPECIAL RESOLUTION

Authority to disapply pre-emption rights

If we allot new shares or sell treasury shares for cash (other than in connection with employee share schemes), we are required by the 2006 Act to first offer the shares to shareholders in proportion to their existing holdings (known as pre-emption rights), but we may seek shareholder approval to disapply pre-emption rights, or issue shares on a non pre-emptive basis.

This resolution would give the Directors the power to allot ordinary shares or other equity securities (or sell any ordinary shares or other equity securities which the Company elects to hold in treasury) for cash without first offering them to existing shareholders in proportion to their existing shareholdings.

The power would be limited to: (a) allotments or sales in connection with pre-emptive offers and offers to holders of other equity securities if required by the rights of those shares or as the Board otherwise considers necessary; or (b) up to an aggregate nominal amount of £3,082,328.28 (representing 61,646,566 ordinary shares). This aggregate nominal amount represents approximately 10% of the issued ordinary share capital of the Company as at 16 August 2023, being the latest practicable date prior to publication of this Notice.

The power sought will apply until the end of next year's AGM or, if earlier, until the close of business on Monday 30 September 2024.

ITM Power PLC  | Notice of Annual General Meeting 2023 5