17 April 2026

ITM Power plc

Annual Grants under Long Term Incentive Plan and CEO discretionary share award

Annual LTIP Grant

ITM Power plc (the "Company") announces that on 15 April 2026 awards over ordinary shares of £0.05 each in the capital of the Company were granted to certain employees under the ITM Power plc Long Term Incentive Plan ("LTIP"). The awards relate to the financial year ended 30 April 2025 and were delayed due to an extended closed period in connection with the Great British Energy Group Limited investment and Department for Energy Security and Net Zero grant intention announced on 9 April 2026.

No consideration is payable for the grant of the awards which are structured as nominal cost options at an option exercise price of £0.05 per ordinary share. The number of ordinary shares granted under the award has been calculated using a share price of 82.7597 pence, being the average mid-market quotation as derived from AIM for the last three days of trading prior to 15 April 2026. 

The awards are subject to an overall three-year vesting period (followed by a further two-year holding period), as well as to the achievement of the performance conditions and the participant being a director or employee within the Company's group at that time.

The LTIP awards granted to Executive Directors (who are Persons Discharging Managerial Responsibilities) are as follows:

As disclosed in the Company's remuneration report for the year ending 30 April 2025, the awards for the above employees have been linked to salary in line with prior years. The Remuneration Committee of the Board of Directors of the Company determined to award Simon Bourne 150% of his salary for this award cycle only.

The vesting of an awards is subject to the satisfaction of stretching financial and strategic performance conditions relating to project margin, sales order intake, the performance of the Company's Hydropulse subsidiary and the delivery of key product developments including the Company's next-generation stack Chronos. All performance conditions except project margin will be assessed annually and are capable of being "banked" in equal thirds during the 3-year performance period. The project margin condition will be assessed at the end of the 3-year performance period.

CEO Discretionary Award

The Company also announces that on the 15 April 2026 a one-off discretionary award over 1,300,000 ordinary shares of £0.05 each in the capital of the Company was granted to Dennis Schulz under the LTIP. The proposed granting of this award was disclosed in the Company's 2025 Remuneration Report, which was approved at last year's AGM by shareholders. Dennis Schulz was recruited as CEO of ITM from Linde in December 2022. Since his appointment he has overseen a strategic reset of the Company, which has led to a successful turnaround in performance and growing customer contracts backlog. The Remuneration Committee is mindful that following this successful period there is a need to retain his exceptional leadership particularly while the Company remains at a critical point on the Company's growth trajectory. The Committee also believes that the fortunes of the Executive Directors should be closely aligned with shareholder wealth creation and a number of major shareholders were consulted as part of this process in 2025, with the ultimate award delayed due to the extended close period as set out above.

No consideration is payable for the grant of the awards which are structured as nominal cost options at an option exercise price of £0.05 per ordinary share, and will vest in equal tranches over three years (followed by a further two-year holding period for each tranche vested) subject to the achievement of certain performance conditions and the participant being a director or employee within the Company's group at that time.

The vesting of the discretionary award is subject to the satisfaction of stretching financial and strategic performance conditions relating to profitable contracts, the performance of the Company's Hydropulse subsidiary and the delivery of the Company's next-generation stack Chronos measured in each year.

The notification is intended to satisfy the Company's obligations under Article 19 of the Market Abuse Regulations.

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