Placing

ITM Power PLC
04 May 2006


Strictly Embargoed until: 0700hrs, 4 May 2006

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, JAPAN, CANADA, AUSTRALIA OR THE
REPUBLIC OF IRELAND.

                                 ITM Power Plc
                            ('ITM' or 'the Company')

  Placing of 9,189,235 new Ordinary Shares at 320p to raise approximately £29
                                    million

ITM Power Plc announces today that it has successfully raised £29.4 million
before expenses, through a Placing of 9,189,235 Ordinary Shares at 320p each.
These shares have been placed with institutional investors by the Company's
broker, Panmure Gordon & Co.

The net proceeds from this Placing will be used as working capital to accelerate
the next phase of the Company's development strategy by pursuing the commercial
production of its scientific advances and deployment of ITM's technology, which
includes:

   •Protection of the Company's intellectual property
   •Building large prototypes and undertaking demonstrations
   •Field trials
   •Production of pre-production designs
   •Procuring manufacture of final product
   •Commercialisation

Application for the admission to AIM of the Placing Shares has today been made
and dealings are expected to commence on 9 May 2006. The Placing Shares will, on
Admission, rank pari passu with and will be identical in all respects to, the
existing Ordinary Shares.

Jim Heathcote, CEO, ITM Power Plc, commented: 'I am delighted with the response
and support from investors. I believe that the funds raised position ITM to
effectively undertake the next stage of its business strategy. Our strengthened
balance sheet will also help to secure ITM's intellectual property during the
implementation of our commercial plans.'

Ends

For further information please contact:

Gemma Chandler        Tim Linacre / Katherine Roe  Simon Hudson/ Clemmie Carr
ITM Power Plc         Panmure Gordon               Tavistock Communications
Tel: [phone]    Tel: [phone]           Tel: [phone]
Mob: [phone]

APPENDIX

TERMS AND CONDITIONS OF AND IMPORTANT INFORMATION ON THE PLACING

The Placing and the terms and conditions herein, are directed exclusively at
investment professionals (within Article 19 (5) of the Financial Service and
Markets Act 2000 (Financial Promotion) Order 2005 (as amended)) (such category
of investors being referred to as 'Relevant Persons') and no other person should
respond to this announcement. Accordingly, this announcement is exempt from the
general restriction set out in Section 21 of FSMA on the communication of
invitations or inducements to engage in investment activity and has not been
approved by a person who is authorised under the FSMA.

Members of the public are not entitled to take part in the Placing and this
announcement is communicated to them for the purposes of information only. This
announcement and the terms and conditions herein must not be relied on, acted on
or responded to by persons who are not Relevant Persons. If you are in any doubt
as to whether you are a Relevant Person you should consult a professional
adviser for advice.

This announcement and appendix do not constitute an offer to sell or issue or
solicitation of an offer to buy or subscribe for new Ordinary Shares in any
jurisdiction, and any acquisition or application for Ordinary Shares should only
be made on the basis of information contained in this document.

The following definitions have been used in this announcement:

'Admission'    Admission of the Placing Shares to trading on AIM in accordance
               with the AIM Rules
'AIM'          the AIM market of the London Stock Exchange
'AIM Rules'    the rules applicable to AIM as published by the London Stock
               Exchange from time to time
'Board' or     the directors of ITM
'Directors'
'ITM Power'    ITM and its subsidiary companies
'CREST'        the relevant system (as defined in the Uncertificated Securities
               Regulations 2001) in respect of which CRESTCo is the operator
'CRESTCo'      CRESTCo Limited
'Enlarged      the issued share capital of the Company immediately following the
Share Capital' Placing
'Existing      the 91,970,250 Ordinary Shares in issue as at the date of this
Ordinary       announcement
Shares'
'FSMA'         Financial Services and Markets Act 2000 (as amended)
'London Stock  London Stock Exchange plc
Exchange'
'Ordinary      ordinary shares of 5p each in the capital of the Company
Shares'
'Panmure       Panmure Gordon (Broking) Limited (trading as Panmure Gordon & Co)
Gordon & Co'   whose registered office is at Moorgate Hall, 155 Moorgate,
               London, EC2M 6XB, the Nominated Adviser and Broker to the Company
'Placing'      the conditional placing by Panmure Gordon & Co, on behalf of the
               Company, of the Placing Shares at the Placing Price, pursuant to
               the terms and conditions of the Placing Agreement
'Placing       the conditional agreement dated 3 May 2006 between the Company
Agreement'     and Panmure Gordon & Co relating to the Placing
'Placing       320p per Ordinary Share
Price'
'Placing       9,189,235 Ordinary Shares which are the subject of the Placing
Shares'
'Prospectus    the Prospectus Rules made by the Financial Services Authority
Rules'         with effect from 1 July 2005 pursuant to Commission Regulation
               (EC) No. 809/2004
'Shareholders' holder(s) of Existing Ordinary Shares

The Placing

Under the Placing, Panmure Gordon & Co on behalf of the Company, has
conditionally placed 9,189,235 new Ordinary Shares at the Placing Price to raise
approximately £29.4 million (or approximately £28.5 million net of expenses).

Application has been made to the London Stock Exchange for the admission of the
Placing Shares to trading on AIM. It is expected that Admission will occur and
that dealings will commence on 9 May 2006 at which time it is also expected that
the Placing Shares will be enabled for settlement in CREST.

Terms of the Placing Agreement

Pursuant to the Placing Agreement, Panmure Gordon & Co has agreed to use its
reasonable endeavours to place the Placing Shares with placees selected by it.
Panmure Gordon & Co has further agreed itself to subscribe such number of the
Placing Shares for which it fails to procure placees.

The Placing is conditional upon, inter alia, Admission and on the Placing
Agreement having become unconditional and not having been terminated in
accordance with its terms prior to Admission. If the conditions of the Placing
Agreement are not fulfilled or waived on or before 8.00 am on 9 May 2006 (or
such later time and date as the Company and Panmure Gordon & Co may agree, being
no later than 8.00 am on 24 May 2006) the Placing will not become unconditional
and the placing monies will be returned to the placees, without interest, as
soon as practicable thereafter.

In consideration of their services in connection with the Placing, the Company
will pay to Panmure Gordon & Co a commission of a certain percentage of the
aggregate value, at the Placing Price, of the Placing Shares. The Placing
Agreement contains warranties given by the Company with respect to ITM Power,
its business and certain matters connected with the Placing. Panmure Gordon & Co
is entitled to terminate the Placing Agreement in certain circumstances prior to
Admission, principally in the event that any of the warranties contained therein
are, or become, materially untrue, inaccurate or misleading or if an event of
force majeure arises. In addition, the Company has given a customary indemnity
to Panmure Gordon & Co in respect of, amongst other things, the performance by
Panmure Gordon & Co of its services in connection with the Placing and the
application on behalf of the Company to the London Stock Exchange for Admission.

The exercise by Panmure Gordon & Co of any right of termination under the
Placing Agreement shall be within its absolute discretion and Panmure Gordon &
Co shall have no liability to any Placee, or any other person for whom any
Placee is subscribing Placing Shares in respect of any decision which it makes
as to whether or not to exercise any right of termination or any of its other
rights under the Placing Agreement.

General

These terms and conditions apply to persons making an offer to subscribe for 
Placing Shares under the Placing. Each person to whom these conditions apply, 
as described above, who confirms his agreement to Panmure Gordon & Co (on behalf 
of itself and the Company) to subscribe for Placing Shares (which may include 
Panmure Gordon & Co and/or its nominee(s)) hereby agrees with each of Panmure
Gordon & Co and the Company to be bound by these terms and conditions as 
being the terms and conditions on which the Placing Shares will be issued under
 the Placing. A Placee shall, without limitation, become so bound if Panmure 
Gordon & Co confirms to it (i) the Placing Price and (ii) its allocation (the 
'Confirmation') and Panmure Gordon & Co so notifies the Company's registrar on 
behalf of the Company.

Conditional on (i) Admission occurring on 9 May 2006 or such later date as the 
Company and Panmure Gordon & Co may agree (not being later than 24 May 2006), 
and (ii) the Confirmation, each Placee agrees to subscribe for the number of 
Placing Shares allocated to it, at the Placing Price. To the fullest extent 
permitted by law, each Placee acknowledges and agrees that it will not be 
entitled to exercise any remedy of rescission at any time. This does not affect 
any other rights a Placee may have. A conditional contract note will be 
dispatched as soon as possible following the Confirmation.

Each Placee undertakes to pay the Placing Price for the Placing Shares issued to
such Placee in such manner as shall be directed by Panmure Gordon & Co. 
Liability for stamp duty and stamp duty reserve tax is described below. In the 
event of failure by any Placee to pay as so directed, the relevant Placee shall 
be deemed hereby to have appointed Panmure Gordon & Co or any nominee of Panmure
Gordon & Co to sell (in one or more transactions) any or all of the Placing 
Shares in respect of which payment shall not have been made as directed by 
Panmure Gordon & Co.

This announcement is the sole responsibility of the Company. Panmure Gordon & 
Co is acting as nominated adviser, broker and financial adviser to the Company 
and to no other person in relation to the Placing. Panmure Gordon & Co will not 
be responsible to any person other than the Company for providing the 
protections afforded to the customers of Panmure Gordon & Co nor for advising 
any person other than the Company on the transactions and arrangements referred 
to in this document.

By participating in the Placing, each Placee irrevocably represents, warrants 
and undertakes to Panmure Gordon & Co (for itself and as agent of the Company) 
that:

(a) it and/or each person on whose behalf it is participating (in whole or in 
part) in the Placing or to whom it allocates its Placing Shares in whole or 
in part:

(i) has the capacity and authority and is entitled to enter into and perform its 
obligations as a subscriber of Placing Shares and will honour such obligations; 
and

(ii) has fully observed all laws of relevant jurisdictions and obtained all 
necessary governmental or other consents in either case which may be required 
in relation to the subscription by it of Placing Shares;

(b) it is not a person who is resident in, or a citizen of, the United States, 
Canada, Australia, the Republic of Ireland or Japan (or an agent or nominee of 
such a person) or a corporation, partnership or other entity organised under 
the laws of any such jurisdiction (or an agent or nominee of such a person);

(c) it is a Relevant Person;

(d) in agreeing to subscribe for Placing Shares it has received and read this 
document including this appendix and is not relying on any information, 
representation or warranty relating to the Placing, Placing Shares or the 
Company other than as contained in this document and it has not relied on and 
is not relying on any representation or warranty or agreement by Panmure Gordon 
& Co or the Company or any of their respective directors, employees or agents 
or any other person except as set out in the express terms herein;

(e) save where Panmure Gordon & Co has been given prior written notice to the 
contrary, in participating in the Placing it is acting as principal and for no 
other person and that its acceptance of that participation will not give any 
other person a contractual right to require the issue by the Company of any of 
the Placing Shares;

(f) it irrevocably confirms Panmure Gordon & Co's discretion with regard to the 
Placing Agreement and agrees that Panmure Gordon & Co does not owe it any 
fiduciary duties in respect of any claim it may have relating to the Placing;

(g) it acknowledges that the Placing Shares have not been and will not be 
registered under the Securities Act or under the securities laws of any State of
the United States, that the relevant clearances have not been and will not be 
obtained from the Securities Commission of any province of Canada and that the
Ordinary Shares have not been and will not be registered under the securities 
laws of Australia, the Republic of Ireland or Japan and, therefore, the Placing 
Shares may not, subject to certain exceptions, be directly or indirectly offered 
or sold in the United States, Canada, Australia, the Republic of Ireland or 
Japan;

(h) it acknowledges and agrees that neither it nor any affiliate, nor any person
acting on its or any affiliate's behalf, has or will offer, sell, take up, 
renounce, transfer or deliver directly or indirectly any Placing Shares within 
the United States, Canada, Australia, the Republic of Ireland or Japan or offer,
sell, take up, renounce, transfer or deliver in favour of a resident of Canada, 
Australia, the Republic of Ireland or Japan;

(i) it has not offered or sold and will not offer or sell any Placing Shares in 
the United Kingdom prior to Admission except in circumstances which have not 
resulted and will not result in an obligation to publish an approved prospectus 
arising under section 85(1) of the FSMA or a breach of such section;

(j) it has complied with all relevant laws of all territories, or obtained all 
requisite governmental or other consents which may be required in connection 
with its participation in the Placing; that it has complied with all requisite 
formalities and that it has not taken any action or omitted to take any action 
which will or may result in Panmure Gordon & Co, or the Company or any of its 
directors, officers, agents, employees or advisors acting in breach of the 
legal and regulatory requirements of any territory in connection with the 
Placing or its application; that it is not in a territory in which it is 
unlawful to make an offer to subscribe for Placing Shares; and that it will pay 
any issue or other taxes due under any relevant non-UK laws;

(k) it acknowledges and agrees in connection with its participation in the 
Placing that Panmure Gordon & Co is not acting for it in relation to the Placing
 or otherwise and that Panmure Gordon & Co will not have any duties or 
responsibilities to it for providing the protections afforded to its customers 
or for advising it with regard to the Placing or the Placing Shares, nor do the
 contents of this announcement constitute the giving of investment advice by 
Panmure Gordon & Co to it;

(l) it has obtained all necessary consents and authorities to enable it to give 
its commitment to subscribe for Placing Shares and to perform its obligations 
as set out herein;

(m) save where Panmure Gordon & Co has been given prior written notice to the 
contrary, it is not a person falling within subsections (6), (7) or (8) of 
sections 67 or 70 or subsections (2) and (3) of section 93 or subsection (1) of 
section 96 of the Finance Act 1986 (or an agent or nominee of such person);

(n) save where Panmure Gordon & Co has been given prior written notice to the 
contrary, the issue of Placing Shares to it (whether as principal, agent or 
nominee) will not be subject to stamp duty or stamp duty reserve tax at the 
increased rates referred to in sections 67 or 93 (Depositary Receipts) or 
sections 70 or 96 (Clearance Services) of the Finance Act 1986;

(o) in the case of a person who confirms to Panmure Gordon & Co on behalf of a 
Placee an agreement to subscribe for Placing Shares and/or who authorises 
Panmure Gordon & Co to notify the Placee's name to the Company's registrar, that 
person represents and warrants that he has authority to do all such acts on 
behalf of the Placee;

(p) to the extent that a Placee is subscribing for Placing Shares on behalf of a 
third party and prior written notice of such matter has been given to Panmure 
Gordon & Co as contemplated by paragraph (e) of this appendix;

(i)   such Placee has carried out applicable procedures to verify the 
identity of such third party for the purposes of the Money Laundering 
Regulations 2003 (the 'Regulations');

(ii)  such Placee has complied fully with its obligations pursuant to the 
Regulations; and

(iii)  such Placee will provide Panmure Gordon & Co on demand with any 
information it might require for the purposes of verification under the 
Regulations;

(q) it is aware of, has complied with and will comply with its obligations in 
connection with money laundering under the Proceeds of Crime Act 2002; and

(r) it acknowledges that the issue of the Placing Shares to it will be issued 
subject to the terms and conditions set out herein.

In the event that a Placee is not able to give the warranties in (m) and (n) 
above, stamp duty or stamp duty reserve tax may be chargeable or may be 
chargeable at a higher rate: neither Panmure Gordon & Co nor the Company will be 
responsible for any resulting liability to stamp duty or stamp duty reserve tax,
which shall be for the account of the Placee and in respect of which the Placee 
agrees to indemnify, and keep indemnified, Panmure Gordon & Co and the 
Company.

Each Placee irrevocably appoints any director of Panmure Gordon & Co as its 
agent for the purpose of executing and delivering to the Company and/or its 
registrars any documents on its behalf necessary to enable it to be registered 
as the holder of any of the Placing Shares offered to it;

Settlement of the transactions in the Placing Shares following Admission will 
take place within the CREST system against Panmure Gordon & Co's CREST account 
83801.

Panmure Gordon & Co will endeavour to meet the demands of those Placees 
indicating that they wish to hold their Placing Shares in certificated form.

In the case of a joint agreement to subscribe for Placing Shares, references 
to a Placee in these terms and conditions are to each Placee who is a party to 
such agreement and each such Placee's liability is joint and several.

These terms and conditions and all documents and agreements into which these 
terms and conditions are incorporated by reference or otherwise validly form a 
part will be governed by and construed in accordance with English law. For the 
exclusive benefit of Panmure Gordon & Co and the Company each Placee irrevocably 
submits to the exclusive jurisdiction of the English courts in respect of these 
matters. This does not prevent an action being taken against the Placee in 
another jurisdiction.



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