6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2019.

Commission File Number: 000-31815

HYDROGENICS CORPORATION - CORPORATION HYDROGENIQUE

(Translation of registrant's name into English)

220 Admiral Boulevard, Mississauga, Ontario, L5T 2N6

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F [ ]      Form 40-F [x]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):       

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):       

EXHIBIT LIST

Exhibit	Description
99.1	Hydrogenics Corporation - Form of Proxy
99.2	Management Proxy Circular
99.3	Hydrogenics Corporation 2018 Annual Report

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	HYDROGENICS CORPORATION - CORPORATION HYDROGENIQUE
Date: April 10, 2019	By:	/s/ Marc Beisheim Name: Marc Beisheim Title: Chief Financial Officer

EX-99.1

Exhibit 99.1

HYDROGENICS CORPORATION

FORM OF PROXY

ANNUAL MEETING OF SHAREHOLDERS (THE “MEETING”)
SCHEDULED TO BE HELD ON FRIDAY, MAY 14, 2019
at 10:00 a.m. (Toronto Time) at the offices of Hydrogenics Corporation, 220 Admiral Boulevard, Mississauga, Ontario

This form of proxy is solicited by or on behalf of management of Hydrogenics Corporation
(the “Company”) pursuant to the management proxy circular dated March 25, 2019 (the “Circular”)

The undersigned registered shareholder of the Company hereby appoints DARYL WILSON, President and Chief Executive Officer or, failing him, DOUGLAS S. ALEXANDER, Chair of the Board of Directors, both being directors and/or officers of the Company, or instead of either of them,___________________ , or in his absence, _____________________, as his, her or its true and lawful attorney and proxyholder, with full power of substitution, in the same manner, to the same extent, and with the same power as if the undersigned was present, to attend and otherwise act on behalf of the undersigned as directed below in respect of the matters identified below and any other matters that may properly come before the Meeting or any and all adjournments or postponements thereof and to vote all common shares (“Shares”) of the Company which the undersigned is entitled to vote thereat as directed below.

(1) To VOTE FOR o or WITHHOLD FROM VOTING o or, if no specification is made, VOTE FOR, the reappointment of PricewaterhouseCoopers LLP as auditors of the Company and the authorization of the Audit Committee of the Board of Directors to fix their remuneration;

(2)		VOTE FOR	WITHHOLD FROM VOTING		VOTE FOR	WITHHOLD FROM VOTING
	Douglas S. Alexander	o	o	David C. Ferguson	o	o
	Joseph Cargnelli	o	o	Donald Lowry	o	o
	Sara Elford	o	o	Daryl Wilson	o	o
	Pierre-Etienne Franc	o	o
	If no specification is made, VOTE FOR each of the above director nominees.

The Shares represented by this proxy will, if the instructions are certain, be voted or withheld from voting in accordance with the directions of the undersigned on any ballot or poll that may be called for and, if the undersigned specifies a choice with respect to any matter to be acted upon, the Shares will be voted accordingly.

This proxy confers authority to vote in the proxyholder’s discretion with respect to amendments or variations of matters identified in the accompanying Notice of Meeting and with respect to other matters which properly may come before the Meeting and any adjournments or postponements thereof.

DATED this _________________day of ________________________________, 2019.

Signature of shareholder or authorized representative	Print name and title of authorized representative, if applicable
Print name of shareholder	Number of Shares

NOTES:

(1) Please date this proxy. If this proxy is not dated in the space provided, it is deemed to bear the date on which it is mailed by management of the Company.

(2) If you are an individual, please sign exactly as your Shares are registered. If the shareholder is a corporation or similar entity, this proxy must be executed by a duly authorized officer or attorney of the shareholder. In the case of joint shareholders, each must sign. If the shareholder is a trust, this proxy must be executed by all trustees or other duly authorized person(s). If Shares are registered in the name of an executor, administrator, general partner or trustee, please sign exactly as the Shares are registered and evidence of authority to sign must be attached to the proxy. If the Shares are registered in the name of a deceased, the name of the deceased must be printed in the space provided, the proxy must be signed by the legal representative with his/her name printed below his/her signature, and evidence of authority to sign must be attached to this proxy. In many cases, Shares beneficially owned by a holder (a “Non-registered Owner”) are registered in the name of a securities dealer or broker or other intermediary, or a depository (such as CDS & Co., the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms). Non-registered Owners should review the section entitled “Solicitation of Proxies and Voting Instructions — Non-registered Owners” in the Circular and carefully follow the instructions provided.

(3) The individuals named in this form of proxy are representatives of management of the Company and are directors and/or officers of the Company. Registered shareholders have the right to appoint a person, other than the nominees designated above, to attend and act on their behalf at the Meeting and may exercise such right by inserting the name of their nominee in the blank space(s) provided for that purpose above or by completing another proper form of proxy. Such other person need not be a shareholder.

(4) The Shares represented by this proxy will be voted as directed by the shareholder, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by management.

(5) To be valid, this proxy must be signed and received by AST Trust Company (Canada) Attn: Proxy Department by mail at P.O. Box 721, Agincourt, Ontario M1S 0A1 or by fax to (416) 368-2502 or 1 (866) 781-3111 (toll free), or hand delivered to AST Trust Company (Canada) at 1 Toronto Street, Suite 1200, Toronto, ON  M5C 2V6, or scan and email to proxyvote@astfinancial.com no later than 5:00 p.m. (Toronto time) on May 10, 2019 or, if the Meeting is adjourned or postponed, 48 hours (excluding Saturdays, Sundays and holidays) before such adjourned or postponed meeting. Failure to properly complete or deposit a proxy may result in its invalidation. The time limit for the deposit of proxies may be waived by the Board of Directors in its discretion without notice.

(6) Once this form of proxy has been signed by the appropriate signatory and deposited in accordance with the instructions above, any proxy previously delivered by the signatory hereto shall be revoked.

(7) Reference is made to the Circular for further information regarding completion and use of this proxy and other information pertaining to the Meeting.

EX-99.2

Exhibit 99.2

Hydrogenics Corporation Notice of Annual Meeting of Shareholders May 14, 2019   Management Proxy Circular

Notice of Annual Meeting of Shareholders of Hydrogenics Corporation

Date:   May 14, 2019   Time: 10:00 a.m. (Toronto time)   Place: Hydrogenics Corporation 220 Admiral Boulevard Mississauga, Ontario, Canada Business of the Annual Meeting of the Common Shareholders   The business of the meeting will be to:   1.  receive the consolidated financial statements of the Company for the year ended December 31, 2018 together with the report of the auditors on those statements;   2.  reappoint PricewaterhouseCoopers LLP as auditors of the Company and authorize the Audit Committee of the Board of Directors to fix their remuneration;   3.  elect directors for the ensuing year;   4.  to transact such other business as may properly be brought before the meeting.

At the meeting, you will have an opportunity to hear about our 2018 performance and plans for the Company going forward. The accompanying management proxy circular provides additional information relating to the business to be considered at the meeting and forms part of this notice.

You are entitled to vote at the meeting, and any adjourned or postponed meeting, if you are a holder of our common shares as of 5:00 p.m. (Toronto time) on March 25, 2019.

If you cannot attend the meeting in person, you may vote by proxy. Instructions on how to complete and return the proxy are provided with the proxy form and are described in the accompanying management proxy circular. To be valid, proxies must be received by AST Trust Company (Canada) Attn: Proxy Department by mail at P.O. Box 721, Agincourt, Ontario M1S 0A1 or by fax to (416) 368-2502 or 1 (866) 781-3111 (toll free), or hand delivered to AST Trust Company (Canada) at 1 Toronto Street, Suite 1200, Toronto, ON  M5C 2V6, or scan and email to proxyvote@astfinancial.com no later than 5:00 p.m. (Toronto time) on May 10, 2019 or, if the meeting is adjourned or postponed, 48 hours (excluding Saturdays, Sundays and holidays) before such adjourned or postponed meeting.

By the order of the Board of Directors,

Marc Beisheim
Chief Financial Officer and Corporate Secretary

Toronto, March 25, 2019

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What’s Inside Management Proxy Circular
About this Circular and Related Materials	3
Solicitation of Proxies and Voting Instructions	4
Voting Securities and Principal Holders of Voting Securities	6	YOUR VOTE IS IMPORTANT
Business of the Meeting		Whether or not you plan to attend the
Financial Statements	6	meeting, we encourage you to cast your
Reappointment of Auditors	6	vote. Your participation as a shareholder is
Election of Directors	6	very important to us. Details about voting
		may be found starting on page 4 of this
Board of Directors Meetings and Attendance of Directors	11	Circular.
Statement of Corporate Governance Practices	12
Audit Committee Report	16
Compensation of Executive Officers and Directors	18
Appendix A
Mandate of the Board of Directors	33
Appendix B
Committee Charters	37

About This Circular and Related Proxy Materials

We are providing this management proxy circular (“Circular”) and proxy materials to you in connection with the annual meeting of shareholders of Hydrogenics Corporation (“Hydrogenics”, the “Corporation” or the “Company”) to be held on May 14, 2019 (the “Meeting”). As a shareholder, you are invited to attend the Meeting. If you are unable to attend, you may still vote by completing the form of proxy or voting instruction form that was mailed to you. This Circular describes the items to be voted on at the Meeting and the voting process, and provides information about executive compensation, our corporate governance practices and other matters.

Please see the “Solicitation of Proxies and Voting Instructions” section below for an explanation of how you can vote on the matters to be considered at the Meeting, whether or not you decide to attend the Meeting.

In this Circular, unless the context otherwise requires, all references to “we,” “us” and “our” refer to Hydrogenics and its subsidiaries. Unless otherwise indicated, all amounts in this Circular are in U.S. dollars.

This Circular is dated as of March 25, 2019 and, except as otherwise indicated; all the information contained in this Circular is given as of that date. Information contained in this circular should not be construed as legal, tax or financial advice, and shareholders of the Company should consult their own professional advisors if they are in doubt as to how to deal with these materials or the matters they describe.

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Solicitation of Proxies and Voting Instructions

Management Solicitation

The information contained in this Circular is furnished in connection with the solicitation of proxies from registered owners of common shares (the “Shares”) of Hydrogenics (and of voting instructions in the case of non-registered owners of Shares) to be used at the Meeting, and at all adjournments and postponements thereof, for the purposes set forth in the accompanying notice of annual meeting. It is expected that the solicitation will be made primarily by mail, but proxies and voting instructions may also be solicited personally by employees of the Company. The solicitation of proxies and voting instructions by this Circular is being made by or on behalf of management of the Company. The total cost of the solicitation of proxies will be borne by the Company.

Registered Owners

If you are a registered owner of Shares, you may vote in person at the Meeting or you may appoint another person to represent you as proxy holder and vote your Shares at the Meeting. If you wish to attend the Meeting in person, do not complete or return the enclosed form of proxy because you will vote in person at the Meeting. Please register with the transfer agent, AST Trust Company (Canada) (“AST”), when you arrive at the Meeting.

Appointment of Proxies

If you do not wish to attend the Meeting, you should complete and return the enclosed form of proxy. The individuals named in the form of proxy are representatives of management of the Company and are officers of the Company. You have the right to appoint someone else to represent you at the Meeting. If you wish to appoint someone else to represent you at the Meeting, insert that other person’s name in the blank space in the form of proxy. The person you appoint to represent you at the Meeting need not be a shareholder of the Company.

To be valid, proxies must be received by AST Trust Company (Canada) Attn: Proxy Department by mail at P.O. Box 721, Agincourt, Ontario M1S 0A1 or by fax to (416) 368-2502 or 1 (866) 781-3111 (toll free), or hand delivered to AST Trust Company (Canada) at 1 Toronto Street, Suite 1200, Toronto, ON  M5C 2V6, or scan and email to proxyvote@astfinancial.com not later than 5:00 p.m. (Toronto time) on May 10, 2019 or, if the Meeting is adjourned or postponed, 48 hours (excluding Saturdays, Sundays and holidays) before any adjourned or postponed meeting.

Failure to properly complete or deposit a proxy may result in its invalidation. The time limit for the deposit of proxies may be waived by the Board of Directors (the “Board” or “Board of Directors”) at its discretion without notice.

Revocation

If you have submitted a proxy and later wish to revoke it, you can do so by:

(a) completing and signing a form of proxy bearing a later date and depositing it with AST as described above;

(b) depositing a document that is signed by you (or by someone you have properly authorized to act on your behalf): (i) at the registered office of the Company at any time up to the last business day preceding the date of the Meeting, or any adjournment or postponement thereof, at which the proxy is to be used; or (ii) with the chair of the Meeting before the Meeting starts on the day of the Meeting or any adjournment or postponement thereof; or

(c) following any other procedure that is permitted by law.

Voting of Proxies

In connection with any ballot that may be called for, the management representatives designated in the enclosed form of proxy will vote, or withhold from voting, your Shares in accordance with the instructions you have indicated on the form of proxy and, if you specify a choice with respect to any matter to be acted upon, your Shares will be voted accordingly. In the absence of any direction, your Shares will be voted by the management representatives: (i) FOR the reappointment of the auditors and the authorization of the Audit Committee of the Board to fix their remuneration; and (ii) FOR the election of directors.

The management representatives designated in the enclosed form of proxy have discretionary authority with respect to amendments or variations to matters identified in the notice of annual meeting and with respect to other matters that may properly come before the Meeting. As at the date of this Circular, management of the Company knows of no such amendments, variations or other matters.

Non-registered Owners

If your Shares are registered in the name of a depository (such as CDS & Co., the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms), or an intermediary (such as a bank, trust company, securities dealer or broker, or trustee or administrator of a self-administered RRSP, RRIF, RESP or similar plan), you are a non-registered owner.

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Only registered owners of Shares, or the persons they appoint as their proxies, are permitted to attend and vote at the Meeting. If you are a non-registered owner, you are entitled to direct how the Shares beneficially owned by you are to be voted or you may appoint yourself or a representative that will entitle you or your representative to attend and vote at the Meeting.

In accordance with the requirements set out in the Canada Business Corporations Act (“CBCA”) and under Canadian securities law, the Company has distributed copies of the notice of annual meeting, this Circular and the 2018 annual report (collectively, the “meeting materials”) to the intermediaries for onward distribution to non-registered owners who have not waived their right to receive them. Typically, intermediaries will use a service company (such as Broadridge Investor Communications Solutions) to forward the meeting materials to non-registered owners.

Intermediaries are required to forward the meeting materials to each objecting beneficial owner unless the objecting beneficial owner has waived the right to receive them. The Company does not intend to pay for intermediaries to deliver objecting beneficial owners the meeting materials under National Instruments 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and Form 54-101F7 – Requests for Voting Instructions Made by an Intermediary.

If you are a non-registered owner and have not waived your right to receive the meeting materials, you will receive either a request for voting instructions or a form of proxy with your meeting materials. The purpose of these documents is to permit you to direct the voting of the Shares you beneficially own. You should follow the procedures set out below, depending on which type of document you receive:

(1) Request for Voting Instructions

If you do not wish to attend the Meeting (or have another person attend and vote on your behalf), you should complete, sign, date and return the enclosed request for voting instructions in accordance with the directions provided. You may revoke your voting instructions at any time by written notice to your intermediary, except that the intermediary is not required to honour the revocation unless it is received at least seven days before the Meeting.

If you wish to attend the Meeting and vote in person (or have another person attend and vote on your behalf), you must complete, sign, date and return the enclosed request for voting instructions in accordance with the directions provided and a form of proxy will be sent to you giving you (or the other person) the right to attend and vote at the Meeting. You (or the other person) must register with the transfer agent, AST, when you arrive at the Meeting.

- or -

(2) Form of Proxy

The form of proxy has been signed by the intermediary (typically by a facsimile, stamped signature) and completed to indicate the number of Shares beneficially owned by you. Otherwise, the form of proxy is incomplete.

If you do not wish to attend the Meeting, you should complete the form of proxy in accordance with the instructions set out in the section titled “Registered Owners” above.

If you wish to attend the Meeting, you must strike out the names of the persons named in the proxy and insert your name in the blank space provided. To be valid, proxies must be received by AST Trust Company (Canada) Attn: Proxy Department by mail at P.O. Box 721, Agincourt, Ontario M1S 0A1 or by fax to (416) 368-2502 or 1 (866) 781-3111 (toll free), or hand delivered to AST Trust Company (Canada) at 1 Toronto Street, Suite 1200, Toronto, ON  M5C 2V6, or scan and email to proxyvote@astfinancial.com not later than 5:00 p.m. (Toronto time) on May 10, 2019 or, if the Meeting is adjourned or postponed, 48 hours, (excluding Saturdays, Sundays and holidays) before any adjourned or postponed meeting. You must register with the transfer agent, AST, when you arrive at the Meeting.

You should follow the instructions on the document that you have received and contact your intermediary promptly if you need assistance.

Revocation

If you have submitted a proxy and later wish to revoke it, you can do so by:

(a) completing and signing a form of proxy bearing a later date and depositing it with AST as described above;

(b) depositing a document that is signed by you (or by someone you have properly authorized to act on your behalf): (i) at the registered office of the Company at any time up to the last business day preceding the date of the Meeting, or any adjournment or postponement thereof, at which the proxy is to be used, or (ii) with the chair of the Meeting before the Meeting starts on the day of the Meeting or any adjournment or postponement thereof; or

(c) following any other procedure that is permitted by law.

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Voting Securities and Principal Holders of Voting Securities

Record Date

Each holder of Shares of record at the close of business on March 25, 2019, the record date established for notice of the Meeting and for voting, will be entitled to vote on all matters proposed to come before the Meeting (or any adjournments or postponements thereof) on the basis of one vote for each Share held.

Description of Share Capital and Principal Holders of Voting Securities

As of March 25, 2019, the Company had 18,987,414 Shares outstanding. To the knowledge of our directors and officers, as of March 25, 2019, no person or company beneficially owns, directly or indirectly, or exercises control or direction over Shares carrying more than 10% of the voting rights attached to our outstanding Shares other than Fuzhou Bonded Zone Hejili Equity Investment Limited Partnership, Fuzhou, Fujian Province, China (“Hejili”) which owns 2,682,742 or approximately 14.1% of our outstanding Shares and The Hydrogen Company, a wholly-owned subsidiary of L’Air Liquide S.A. (“H2C”), which owns 3,537,931 or approximately 18.6% of our outstanding Shares.

Business of the Meeting

FINANCIAL STATEMENTS

Our consolidated financial statements for the year ended December 31, 2018 are included in our 2018 annual report, which was mailed to shareholders together with this Circular. The consolidated financial statements and the auditors’ report on those consolidated financial statements will be submitted to shareholders at the Meeting but no vote is required in respect of the consolidated financial statements, nor will one be taken.

REAPPOINTMENT OF AUDITORS

Based on the recommendation of the Audit Committee, our Board proposes that PricewaterhouseCoopers LLP (“PwC”) be reappointed as our auditors for the ensuing year, at a remuneration to be determined by the Audit Committee. Pursuant to its charter, the Audit Committee has reviewed the nature and amount of audit and non-audit services provided by PwC to ensure auditor independence.

The management representatives designated in the enclosed form of proxy intend to vote FOR the reappointment of PwC as auditors of the Company, to hold office until the next annual meeting of shareholders and to authorize the Audit Committee to fix the auditors’ remuneration. PwC has served as auditors of the Company since 1999. Fees payable to PwC for the years ended December 31, 2018 and 2017 were as set out below.

Fee (CA$)	2018	2017
Audit Fees	CA$800,112	CA$649,082
Audit-Related Fees	CA$21,077	CA$30,358
Tax Fees	$nil	$nil
All Other Fees	CA$18,362	CA$9,042
Total fees	CA$839,551	CA$688,482

Audit Fees

In 2018 and 2017, these fees included professional services rendered for the review of interim consolidated financial statements, statutory audits of annual consolidated financial statements, consultations about financial and reporting standards and other regulatory audits and filings, including United States Sarbanes-Oxley Act of 2002 (“SOX”) compliance and International Financial Reporting Standards. Audit fees also included services related to the adoption of IFRS 9 Financial Instruments and IFRS 15 Revenue from Contracts with Customers.

Audit-Related Fees

In 2018 and 2017, these fees included professional services that reasonably relate to the above services and Canadian Public Accounting Board fees.

All Other Fees

In 2018, these fees related to contract review, subscription fees and special reports. In 2017, these fees related to audit fees for funding agreements for research & product development activities.

ELECTION OF DIRECTORS

Under the Restated Articles of Incorporation of the Company, our Board consists of a minimum of three members and a maximum of 12 members; the number of directors within such range is to be determined by our Board from time to time. On February 7, 2019, our Board determined that the number of directors of the Company should be increased from six to seven and authorized and approved the appointment of Mr. Pierre-Etienne Franc to the Board. The number of directors to be elected at the Meeting shall be seven.

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The following tables provide background information on the seven nominee directors proposed to be elected, as well as the number of Shares over which direction or control is exercised by the director, and stock options, deferred share units (“DSUs”), restricted share units (“RSUs”) and performance share units (“PSUs”) held, in each case, as at March 25, 2019. All of the nominees have been directors of the Company since the dates indicated in the following tables. Each director elected will hold office until the next annual meeting of shareholders or until his or her successor is duly elected or appointed. The management representatives designated in the enclosed form of proxy intend to vote FOR the election as directors of the proposed nominees whose names are set forth below.

Voting

Management does not contemplate that any of the proposed nominees will be unable to serve as a director but, if that should occur for any reason before the Meeting, the management representatives designated in the enclosed form of proxy reserve the right to vote for another nominee at their discretion.

Majority Voting Policy

The Board has adopted a majority voting policy that applies to the election of directors at the Meeting. This means that if a director receives more “withhold” votes than “for” votes at the Meeting, then the director will promptly tender his or her resignation to the Chair of the Board. This resignation would be effective if accepted by the Board. The Human Resource and Corporate Governance Committee will consider a director’s offer to resign and make a recommendation to the Board as to whether to accept it. The Board will accept resignations, except in exceptional circumstances. The Board will have 90 days from the Meeting to make and publicly disclose its decision either to accept or reject the resignation (including reasons for rejecting the resignation, if applicable). A copy of our majority voting policy is accessible on our investor relations web page at www.hydrogenics.com.

Douglas S. Alexander, Chair
Douglas S. Alexander  Age: 61  London, Ontario, Canada  Corporate Director  Director since 2006  Independent  C. DIR	Douglas S. Alexander joined our Board of Directors in May 2006 and has served as Chair of our Board of Directors since May 2009. Mr. Alexander is the Chairman of the Board of Directors of Equitable Life Insurance Company and has served as the Chief Financial Officer of various Canadian public companies for 15 years. Mr. Alexander was formerly lead director and chair of the Audit Committee of Saxon Financial Inc. and formerly a Director and member of the Audit Committee of Critical Outcome Technologies Inc.  Mr. Alexander served as a director of Stuart Energy from 2003 to January 2005 and served as a director on Biorem Technologies Inc. from 2010 to 2012.  From 1999 to 2004, Mr. Alexander was Executive Vice President and Chief Financial Officer of Trojan Technologies Inc., an international environmental high technology company. Mr. Alexander’s financial expertise and corporate experience including direct responsibility for the Human Resource function while at Trojan Technologies Inc., in addition to his extensive knowledge of the business, assist him in assessing appropriate executive compensation based on the Corporation’s performance. Mr. Alexander is a Chartered Professional Accountant and is a member of the Institute of Chartered Accountants in Scotland and Ontario.  He is also a Chartered Director, having graduated from the Director’s College, a joint venture between McMaster University and the Conference Board of Canada.
Board/Committee Membership	Overall Attendance		Securities Held at March 25, 2019					Total Value of Securities as of March 25, 2019
			Shares	DSUs	RSUs	Stock Options	Total Securities
Board of Directors, Chair Human Resources and Corporate Governance Committee Audit Committee	8 of 8 3 of 3   5 of 5	100% 100%   100%	2,588	67,704	Nil	Nil	70,29	CA$ 742,289

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David C. Ferguson
David C. Ferguson  Age: 67  Brookline, MA, USA  Corporate Director  Director since 2014  Independent	David C. Ferguson joined our Board of Directors in October 2014. Mr. Ferguson was Executive Managing Director and Chief Financial Officer of BMO Capital Markets and was a member of the Board of Directors of BMO Nesbitt Burns between 1999 and 2012.  Prior to 1999, he had a 25-year career at KPMG including 16 years as an audit partner in the Toronto office serving major clients in the manufacturing, mining, and financial services sectors.  Mr. Ferguson is a member of the Board of Directors of GMP Capital Inc. where he serves as Chair of the Audit Committee and a member of the Governance Committee. He also serves on the Boards of Directors and chairs the Audit Committees of two private companies, Antares Holdings GP, Inc. and Highland Therapeutics Inc.  Mr. Ferguson is a Fellow of the Institute of Chartered Professional Accountants of Ontario, and member of the Institute of Corporate Directors.  Mr. Ferguson received Bachelor of Commerce and Master of Business Administration degrees from the University of Toronto.
Board/Committee Membership	Overall Attendance		Securities Held at March 25, 2019					Total Value of Securities as of March 25, 2019
			Shares	DSUs	RSUs	Stock Options	Total Securities
Board of Directors Human Resources and Corporate Governance Committee Audit Committee, Chair	8 of 8 3 of 3 5 of 5	100% 100% 100%	1,200	13,380	Nil	Nil	14,580	CA$ 153,961

Joseph Cargnelli
Joseph Cargnelli  Age: 49  Toronto, Ontario, Canada  Director since 1996  Not Independent  Chief Technology Officer	Joseph Cargnelli is one of our founders and served as a director from January 1996 to January 2005, when he resigned in connection with the closing of the Stuart Energy acquisition. Mr. Cargnelli was re-elected at the meeting of shareholders on May 17, 2005. Mr. Cargnelli served as our Treasurer from January 1996 until July 2000.  Mr. Cargnelli was appointed as our Vice President, Technology in July 2000.  His title was changed to Chief Technology Officer in April 2003 and he continues to serve in that capacity.  Mr. Cargnelli earned both a Masters of Applied Science degree in Mechanical Engineering and a Bachelor of Applied Science degree in Mechanical Engineering from the University of Toronto.  From April 1992 to April 1993, Mr. Cargnelli served as a Research Engineer with the Laboratory of Advanced Concepts in Energy Conversion Inc., a laboratory engaged in the research, development and demonstration of alkaline fuel cells and hydrogen storage methods.  Mr. Cargnelli is a member of the Professional Engineers of Ontario.
Board/Committee Membership	Overall Attendance		Securities Held at March 25, 2019					Total Value of Securities as of March 25, 2019
			Shares	PSUs	RSUs	Stock Options	Total Securities
Board of Directors	8 of 8	100%	157,215	Nil	46,648	157,424	361,287	CA$ 3,815,191

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Sara Elford
Sara Elford  Age: 49  Shawnigan Lake, British Columbia, Canada  Corporate Director  Director since 2016  Independent	Sara Elford joined our Board of Directors in January 2016.  Ms. Elford was previously a sell-side equity research analyst with Canaccord Genuity, with over 20 years of experience in the capital markets industry. Over the course of her analyst career, Ms. Elford followed a broad range of industries and business models, with a specific, but not exclusive, focus on emerging companies, technologies and/or sectors. According to Thomson Reuters Starmine, she was named in the top two for stock picking in her sector six times since 2003, and in 2005 she was named the top stock picker in Canada across all sectors and analysts. Ms. Elford has been a CFA Charter holder since 1997 and completed the academic requirements for the directors’ education program with the ICD in 2015. She is a current member of the Board of Directors of BioSyent Inc. and Carmanah Technologies, and a past member of the Board of Directors of Pure Technologies. Ms. Elford is a graduate of Bishop’s University in Quebec.
Board/Committee Membership	Overall Attendance		Securities Held at March 25, 2019					Total Value of Securities as of March 25, 2019
			Shares	DSUs	RSUs	Stock Options	Total Securities
Board of Directors Human Resources and Corporate Governance Committee Audit Committee	8 of 8 3 of 3 5 of 5	100% 100% 100%	2,400	13,282	Nil	Nil	15,682	CA$ 165,605
Don Lowry
Don Lowry Age: 67  Edmonton, Alberta Canada  Corporate Director, ICD.D  Director: 2000-2007, 2013 – present  Independent	Don Lowry was appointed to the Board of Directors in January 2013.  After 16 years, Don Lowry stepped down from the position of President & CEO of EPCOR Utilities in March of 2013 to focus on corporate board work and to serve on local community boards and associations. Prior to joining EPCOR, Don spent more than 20 years in the telecommunications industry. He was President and Chief Operating Officer of Telus Communications Inc. and Chair of Alta Telecom.  Don is currently non-executive Chair of Capital Power and served as non-executive Chair of Canadian Oil Sands from 2009 to 2016. As well, he serves as a director of Stantec and Melcor REIT. He was the Chair of the 2014-2015 Edmonton World Triathlon. In 2013 he established the Don and Norine Lowry, Women of Excellence annual scholarship for Edmonton women pursuing their post-secondary education in Edmonton.   In 2010 Don was recognized as Alberta Venture’s Business Person of the Year; and was the Alberta Chamber of Resources’ Resource Person of the year in 2014. Don holds a B.Comm. (Honours) and an MBA from the University of Manitoba. He is also a graduate of the Harvard Advanced Management Program and the Banff School of Management.
Board/Committee Membership	Overall Attendance		Securities Held at March 25, 2019					Total Value of Securities as of March 25, 2019
			Shares	DSUs	RSUs	Stock Options	Total Securities
Board of Directors Human Resources and Corporate Governance Committee, Chair Audit Committee	8 of 8 3 of 3 4 of 5	100% 100% 80%	Nil	22,621	Nil	Nil	22,621	CA$ 238,878

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Pierre-Etienne Franc
Pierre-Etienne Franc  Age: 49  Paris, France  Corporate Director  Director since 2019  Not Independent	Pierre-Etienne Franc joined our Board of Directors in February 2019. He was nominated by H2C, a wholly-owned subsidiary of L’Air Liquide S.A. (the “Air Liquide Group”). Mr. Franc joined the Air Liquide Group in 1995. Since 2010, he has been supervising a portfolio of advanced businesses and technology initiatives for the Air Liquide Group in the fields of energy and the environment, space, aeronautics and cryogenics. Since June 2017, Mr. Franc has held the position of Vice President of Air Liquide’s Hydrogen Energy World Business Unit, in charge of developing the full potential of hydrogen activities worldwide for the Air Liquide Group. He also supervises Air Liquide’s venture capital arm, created in 2012. He is the current Hydrogen Council Secretary, a global initiative of leading companies with a united long-term ambition to foster the growth of hydrogen energy. Mr. Franc is the author of three books on management and technology and is a graduate of HEC Paris.
Board/Committee Membership	Overall Attendance		Securities Held at March 25, 2019					Total Value of Securities as of March 25, 2019
			Shares	DSUs	RSUs	Stock Options	Total Securities
Board of Directors	n/a	-	Nil	Nil	Nil	Nil	Nil	Nil

Daryl Wilson
Daryl Wilson  Age: 59  Burlington, Ontario, Canada  Director since 2006, C. Dir  Not Independent  President and Chief Executive Officer	Daryl Wilson was appointed President and Chief Executive Officer in December 2006.  Prior to joining Hydrogenics, Mr. Wilson held senior leadership positions at Royal Group Technologies Inc., ZENON Environmental Inc., Toyota and Dofasco Inc. In 1990, Mr. Wilson earned an MBA from McMaster University in Operations Management/Management Science.  Mr. Wilson is a Professional engineer and holds a Bachelor’s degree in Chemical Engineering from the University of Toronto.  Mr. Wilson is a Chartered Director (C.Dir), having graduated in 2009 from Director’s College.
Board/Committee Membership	Overall attendance		Securities Held at March 25, 2019					Total Value of Securities as of March 25, 2019
			Shares	PSUs	RSUs	Stock Options	Total Securities
Board of Directors	8 of 8	100%	19,895	Nil	89,882	364,448	474,225	CA$ 5,007,816

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Corporate Cease Trade Orders or Bankruptcies

No proposed director is, as of the date hereof, or has been, within 10 years before the date hereof, a director, chief executive officer or chief financial officer of any company (including the Company), that:

(a) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days (collectively, an “order”) that was issued while the proposed director was acting in the capacity as a director, chief executive officer or chief financial officer;

(b) was subject to an order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; or

(c) while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Board of Directors Meetings Held and Attendance of Directors

Our Board has an Audit Committee and a Human Resources and Corporate Governance Committee. The information presented below reflects Board and committee meetings held and the attendance of directors for the year ended December 31, 2018.

Summary of Board and Committee Meetings Held

Board of Directors	8
Audit Committee	5
Human Resources and Corporate Governance Committee	3

Summary of Attendance of Directors in 2018

	Board Meetings		Audit Committee		Human Resources and Corporate Governance Committee
Name	(meetings)		(meetings)		(meetings)
Douglas S. Alexander(1)	8	100%	5	100%	3	100%
Michael Cardiff(2)	3	38%	3	60%	2	67%
Joseph Cargnelli	8	100%	--	--	--	--
Sara Elford(3)	8	100%	5	100%	3	100%
David C. Ferguson(4)	8	100%	5	100%	3	100%
Don Lowry(5)	8	100%	4	80%	3	100%
Daryl Wilson	8	100%	--	--	--	--

Notes

(1) As Board Chair, Mr. Alexander is also a member of the Human Resources and Corporate Governance Committee and Audit Committee.

(2) Member of the Human Resources and Corporate Governance Committee and Audit Committee until May 11, 2018.

(3) Member of the Human Resources and Corporate Governance Committee and Audit Committee.

(4) Chair of the Audit Committee, member of the Human Resources and Corporate Governance Committee.

(5) Chair of the Human Resources and Corporate Governance Committee, member of the Audit Committee.

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Statement of Corporate Governance Practices

Board of Directors

Our Board has plenary power from shareholders to manage, or supervise the management of, the business and affairs of the Company. Our Board shares the belief that its role is to act in the best interests of the Company. The focus of the Board is to provide objective, prudent guidance to our management. Through management, the Board ensures appropriate processes are in place and are operating effectively and being monitored. The Board’s responsibility to shareholders is demonstrated by its commitment to effective corporate governance and disclosure.

Our Board understands strong governance frameworks are critical not only to ensure organizational compliance and effectiveness, but increasingly to meet capital market expectations. The Board, through the Human Resources and Corporate Governance Committee, continues to monitor governance reforms and implement changes to our governance practices as necessary to comply with SOX, any new rules issued by the United States Securities and Exchange Commission (“SEC”), the Nasdaq Global Market (“Nasdaq”), the Canadian Securities Administrators (the “CSA”), the Toronto Stock Exchange (“TSX”), other applicable regulatory authorities, and industry best practice.

Three of the Company’s directors, including the Chair of the Board of Directors, are “independent”, representing a majority of our Board of Directors. The Board’s determination as to each director’s independence is made annually with reference to definitions under applicable securities laws and stock exchange regulations. The Board considers Douglas S. Alexander, Sara Elford, David C. Ferguson and Don Lowry to be independent directors.

Subject to terms and conditions of the Company’s subscription agreement with H2C, H2C is entitled to nominate one director to the Board. Mr. Pierre-Etienne Franc was appointed in February 2019. As the nominee of H2C, which is a significant shareholder of the Company and party to our technology and business development agreement, Pierre-Etienne Franc is not considered to be independent. The Board also does not consider Joseph Cargnelli and Daryl Wilson to be independent directors. The Board considers Daryl Wilson to be related by virtue of his being President and Chief Executive Officer of the Company and Joseph Cargnelli to be related by virtue of his being Chief Technology Officer of the Company. See background information regarding each of our directors under the heading “Business of the Meeting - Election of Directors” for information regarding the boards of other issuers on which they presently act as directors and “Board of Directors Meetings Held and Attendance of Directors” for the attendance record of each director for all Board and committee meetings held since the beginning of the most recently completed financial year.

Subject to the terms and conditions of the Company’s subscription agreement with Hejili, Hejili is entitled to nominate one director to the Board. As of the date hereof, there is no Heijili nominee on the Board.

In order to facilitate open and candid discussions among independent directors, independent directors may meet, at their entire discretion, at the end of each regularly scheduled Board meeting, in an in-camera session without the non-independent members present. In addition, from time to time, the independent directors will have a special meeting with only independent directors. During the year, the Board held eight meetings, all of which were regularly scheduled. During the regularly scheduled meetings, eight in camera sessions were held.

In addition, we believe the fact that our Audit Committee and Human Resources and Corporate Governance Committee are both composed entirely of independent directors facilitates the Board’s exercise of independent judgment.

Board Mandate

The Board has adopted a written mandate for the Board (the “Mandate of the Board of Directors”) to confirm and enhance the Board of Directors’ ongoing duty and responsibility for stewardship of the Company. The Mandate of the Board of Directors is set forth in Appendix A. The Board is ultimately responsible for supervising the management of the business and affairs of the Company and, in doing so, is required to act in the best interests of the Company. The Board generally discharges its responsibilities either directly or through the Audit Committee and the Human Resources and Corporate Governance Committee. Specific responsibilities of the Board set out in the Mandate of the Board of Directors include:

· Appointing Management – including approval of the Chief Executive Officer and the Chief Financial Officer, the compensation of the Chief Executive Officer and the oversight of succession planning programs;

· Strategic Planning – including the review and approval of the Company’s business, financial and strategic plans on at least an annual basis;

· Monitoring of Financial Performance – including the review of the Company’s ongoing financial performance and results of operations and review and approval of the Company’s audited and interim consolidated financial statements and management’s discussion and analysis of financial conditions and results of operations (“MD&A”);

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· Risk Management – including the identification of the Company’s principal business risks and the implementation of appropriate systems to effectively monitor and manage such risks;

· Establishing Policies and Procedures – including the approval and monitoring of all policies and procedures including those related to corporate governance, ethics and confidentiality;

· Communication and Reporting – including the oversight of the timely and accurate disclosure of financial reports and other material corporate developments; and

· Other Responsibilities – including those related to position descriptions, orientation and continuing education, nomination of directors and Board evaluations and matters in respect of any disposition, material commitment or venture, or significant expenditure in either monetary or business terms.

Position Descriptions

The Board has approved written position descriptions for the Chief Executive Officer, the Chair of the Board and the chairs of each of the Board’s committees. The Human Resources and Corporate Governance Committee is responsible for reviewing and making recommendations to the Board regarding position descriptions for each of the Chair of the Board, committee chairs and the Chief Executive Officer.

The Chair of the Board is responsible for the functioning of the Board including, among other things, determining the agenda for each meeting of the Board, ensuring directors are kept informed of appropriate corporate matters, chairing the meetings and acting as a key liaison between the Board and senior management.

Chairs of Board committees are responsible for, among other things, scheduling, setting agendas for and presiding over committee meetings and acting as liaison between the committee and the Board.

The Chief Executive Officer is responsible for, among other things, overseeing the day-to-day business affairs of the Company, recommending to the Board the strategic plan and annual business plan and budgets and supervising senior management.

Orientation and Continuing Education

Pursuant to the Mandate of the Board of Directors, it is the responsibility of the Board to provide an orientation program for new directors and ongoing educational opportunities for all directors. The Board, upon the recommendation of the Human Resources and Corporate Governance Committee, adopted a written policy on director orientation and continuing education (the “Board Education Policy”). Under the Board Education Policy, newly appointed directors attend an orientation session designed to familiarize them with the Company’s business and operations (including the Company’s reporting structure, strategic plans, significant financial, accounting and risk issues, and compliance programs and policies), management and external auditors. New directors also have an opportunity to meet with management and other members of the Board to familiarize themselves with the business of the Company and their responsibilities as members of the Board. New directors are also provided with a manual containing, among other things, a record of historical public information as well as copies of the Mandate of the Board of Directors and the committees’ charters and corporate policies. Under the Board Education Policy, the Board will, from time to time, arrange for presentations by key personnel or qualified outside consultants concerning topics relating to the Company’s business, changes to the Company’s legal and regulatory framework and corporate and board governance. The Board also encourages directors to attend external continuing education programs designed for directors of public companies and offers some financial support in this regard. Three of the directors have completed formal director education programs.

Ethical Business Conduct

The Company has adopted a written Code of Business Conduct and Ethics (the “Code”) which governs the behaviour of our directors, officers and employees. The Code also includes provisions required by SOX that are applicable to our Chief Executive Officer, Chief Financial Officer and other senior financial officers. The Board, through the Human Resources and Corporate Governance Committee, oversees compliance with the Code. Any deviations from, or amendments to, the Code will be publicly disclosed. There were no deviations from the Code in 2018. The Code is accessible on our investor relations web page at www.hydrogenics.com.

Nomination of Directors and Compensation

The Board has a Human Resources and Corporate Governance Committee composed entirely of independent directors. See the Human Resources and Corporate Governance Committee charter at Appendix B for a description of the responsibilities, powers and operation of the Human Resources and Corporate Governance Committee.

Annually, the Human Resources and Corporate Governance Committee assesses the size of the Board, the competencies, skills and personal qualities required of the Board in order to add value to the Company, and the competencies, skills and personal qualities of existing directors. Based on this assessment, the Human Resources and Corporate Governance Committee will consider whether to recommend any changes to the composition of the Board, including proposing nominations to the Board for approval. When required, the Human Resources and Corporate Governance Committee will evaluate potential candidates for serving as a director having regard to the background, employment and qualifications of possible candidates and will consider whether the candidate’s competencies, skills and personal qualities are aligned with the Company’s needs.

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In fulfilling its charter, the Human Resources and Corporate Governance Committee’s role also includes reviewing and reporting to the Board on: human resource planning, including the terms of the compensation packages provided to the Company’s employees; succession planning and senior management appointments; the levels and form of executive compensation in general; and the specific compensation of senior executives, including the annual compensation of the President and Chief Executive Officer. The committee also administers the Omnibus Plan, old stock option plan (“Old Option Plan”) and deferred share unit plan (“DSU Plan”) and reviews and makes recommendations to the Board regarding the annual compensation of non-employee directors.

Report of the Human Resources and Corporate Governance Committee

The Human Resources and Corporate Governance Committee ensures the Company develops and implements an effective and efficient approach to corporate governance and has a plan for the continuity of its officers and an executive compensation plan that is motivational and competitive, which will attract, retain and inspire executive management and other key personnel.

The Human Resources and Corporate Governance Committee ensures the Company’s business and affairs are carried out in a transparent manner that will enhance shareholder value. The committee assesses the effectiveness of the Company’s corporate governance processes and compensation policies and, where appropriate, makes recommendations with respect to the implementation, development and modification with respect to these processes and policies.

In 2018, the Human Resources and Corporate Governance Committee, in fulfilling its responsibilities, took the following measures:

· reviewed and approved, on an aggregate basis, the total compensation of all employees of the Company and all subsidiaries of the Company;

· reviewed and approved corporate goals and objectives relevant to Chief Executive Officer compensation, evaluated the Chief Executive Officer’s performance in light of those goals and objectives, and set the Chief Executive Officer’s compensation level based on this evaluation;

· reviewed the Chief Executive Officer’s evaluation of the performance of the other officers of the Company and such other senior management and key employees of the Company or any subsidiary of the Company as identified to the Human Resources and Corporate Governance Committee by the Board (collectively, the “Designated Executives”) and reviewed the Chief Executive Officer’s recommendations with respect to the amount of compensation to be paid to the Designated Executives;

· reviewed and assessed the competitiveness and appropriateness of, and approved the compensation package of, each of the Designated Executives;

· reviewed and approved any employment contracts or arrangements with each of the Designated Executives, including any retiring allowance arrangements or any similar arrangements to take effect in the event of a termination of employment;

· reviewed and recommended to the Board compensation policies and processes and, in particular, the compensation policies and processes for the Designated Executives;

· in determining the long-term incentive component of the Chief Executive Officer’s compensation and each Designated Executive’s compensation, considered the Company’s performance and relative shareholder return, the value of similar incentive awards to executives at comparable companies, and the awards given to executives of the Company in past years;

· made recommendations to the Board with respect to incentive compensation and equity-based plans, including the design and adoption of the Omnibus Plan;

· administered, approved and ratified awards under incentive compensation and stock plans, including amendments to the awards made under any such plans, and reviewed and monitored awards under such plans;

· made recommendations to the Board regarding the annual compensation of non-employee directors;

· reviewed and reported to the Board on the appropriateness of the succession planning of the Company, including appointing, training and monitoring senior management;

· reviewed the significant human resources policies, plans and programs of the Company to ensure they are supportive of the Company’s near and long-term strategies; and

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· undertook on behalf of, and in an advisory capacity to, the Board such other initiatives as were considered necessary or desirable to assist the Board in discharging its responsibility to ensure appropriate human resources development, performance evaluation, compensation and management development programs are in place and operating effectively.

The Human Resources and Corporate Governance Committee met three times in 2018. The Human Resources and Corporate Governance Committee is satisfied that it has fulfilled its charter during the year ended December 31, 2018.

(Signed) Donald Lowry

Chair, Human Resources and Corporate Governance Committee

Diversity

Of the seven directors proposed, one, or 14%, of such directors is a woman. Currently, there are no women within the executive officers of Hydrogenics. The Company does not have a written policy on the identification and nomination of female executive officers or directors, or a target for the number of women in these roles. The Company does not believe that quotas, strict rules or targets necessarily result in the identification or selection of the best candidates for directors and executive officers. However, the Company is mindful of the benefit of diversity in the workplace and on the Board, and the need to maximize the effectiveness of the Company, the Board and the Board’s decision-making abilities. Accordingly, the Company, and the Human Resources and Corporate Governance Committee in particular, consider both the level of female representation and diversity as essential considerations in the selection process for new directors and executive officers, in addition to the expertise and experience required.

Other Committee Assessments

The Human Resources and Corporate Governance Committee is responsible for supervising the assessment of the effectiveness of the Board of Directors as a whole and each committee of the Board of Directors, for evaluating the performance of the Chair of the Board, the Chair of each committee and, as necessary, the performance and contribution of individual directors. The process generally involves the Human Resources and Corporate Governance Committee assigning the task of conducting a survey of directors (with respect to their views on the effectiveness of the Board of Directors, Chair of the Board, each committee of the Board and its Chair and individual directors). The form of the survey is approved by the Human Resources and Corporate Governance Committee. In addition to the survey, the Chair of the Human Resources and Corporate Governance Committee talks with each director and named executive officer to gain additional input and perspective on the Board’s performance. This feedback is shared with the Board and focus areas are identified for the upcoming year. The results of this feedback and survey are first communicated in writing to the Chair of the Board, and the Chair then reports the overall results and the Chair’s recommendations to the Board. The Chair also meets in person or by telephone, as necessary, with each Board member to confidentially discuss his or her peer evaluation. The Chair of the Board also meets with the Chair of the Human Resources and Corporate Governance Committee to review the results of the survey prior to the Human Resources and Corporate Governance Committee meeting to finalize its recommendations for Board and committee nominations. The Chair of the Human Resources and Corporate Governance Committee meets with the Chair of the Board to discuss the Chair’s performance assessment.

Term Limits

At this time, the Board has not established any term limits for directors. The Board takes the view that term limits are an arbitrary mechanism for removing directors which can result in valuable, experienced directors being forced to leave the Board solely because of length of service. The Board has experienced appropriate levels of turnover through normal processes. The Board welcomed a new director, Pierre-Etienne Franc, in February 2019. The median years of consecutive service of the seven members being nominated is approximately nine years. The Board’s priorities continue to be ensuring the appropriate skill sets are present amongst the Board to optimize the benefit to the Company. This is achieved by annual skill set assessment, and annual Board, director and committee evaluations by the Human Resources and Corporate Governance Committee. These annual evaluations include interviews with the Chair to discuss performance of the Board as a whole, as well as the contributions of individual directors. The Board believes there is an appropriate level of director turnover and that the Board is independent of management.

Expectations of Management

The Board expects management to manage the business effectively in accordance with the strategic plan and policy directions approved by the Board. Management is expected to fully inform the Board of its performance in relation to these plans and of any events that may affect these plans, and propose remedial or alternative actions to the Board.

Communications Policy

In response to the Regulation on Fair Disclosure promulgated by the SEC, as well as other related regulatory initiatives, we have adopted a Communications and Disclosure Policy (the “Policy”), which reflects our commitment to providing timely and accurate corporate information to investors, including shareholders, and to the general public. The Policy requires prompt general disclosure of any material information and sets out the procedures to be followed in communicating with investors, analysts and the media, including analyst conferences via webcast over the Internet. The Policy is accessible on our investor relations web page at www.hydrogenics.com. Inquiries from shareholders are responded to by our President and Chief Executive Officer, Chief Financial Officer or other appropriate officers of the Company. We maintain regular communication with the financial and investment community through industry analyst briefings by our Chief Executive Officer and Chief Financial Officer on at least a quarterly basis. Our quarterly earnings conference calls are webcast over the Internet and are accessible for a limited period of time on our investor relations web page at www.hydrogenics.com.

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Disclosure Committee

The Disclosure Committee was formed in November 2002. The committee’s membership includes the President and Chief Executive Officer, Chief Financial Officer and other members of senior management. The primary purpose of the committee is to establish, maintain, review and evaluate our disclosure controls and procedures, consider the materiality of information and ensure compliance with disclosure obligations on a timely basis. The committee also supports the executive officers certifying under SOX and facilitates the procedures whereby all material information that could be required to be disclosed is accumulated, verified and communicated to the committee, senior management and our Board in a timely manner.

Director Share Ownership Guidelines

We have established director share ownership guidelines that require each of our directors to hold Shares or DSUs equal to three times the director’s annual cash retainer within three years of appointment. The value of the directors’ Shares or DSUs are measured at either the year-end Share price, or a director’s acquisition cost of Shares and initial grant price of DSUs. As at March 25, 2019, Messrs. Alexander and Lowry hold a sufficient number of Shares or DSUs to meet the guidelines. Although Ms. Elford and Mr. Ferguson holdings are slightly below the guideline, both are on track to achieve the directors share ownership threshold in 2019.

Whistleblower Procedures

We have implemented specific whistleblower procedures to facilitate the confidential, anonymous reporting by employees of any concerns or complaints regarding accounting, internal controls and auditing matters. A copy of these procedures is posted on our investor relations web page at www.hydrogenics.com.

Audit Committee Report

Our Board has delegated to the Audit Committee responsibility for assisting the Board in its oversight role with respect to the quality and integrity of financial information and reporting disclosure, risk management, the performance, qualifications and independence of the external auditors and legal and regulatory compliance. The Audit Committee regularly meets in camera to review management’s financial stewardship. The Audit Committee consists entirely of unrelated, independent and financially literate directors.

During the past year, the Audit Committee, in fulfilling its responsibilities, took the following measures:

• reviewed and discussed with management and the public accountants the Company’s annual audited consolidated financial statements, including disclosures made in management’s discussion and analysis (“MD&A”) and recommend to the Board whether the audited consolidated financial statements should be included in the Company’s annual report;

• reviewed and discussed with management and the public accountants the Company’s quarterly consolidated financial statements, including disclosures made in the MD&A or similar disclosures, prior to the filing of its quarterly report;

• reviewed and discussed with management and the public accountants the financial information and consolidated financial statements contained in any prospectus, registration statement, annual information form, circular or other material disclosure document of the Company, in each case, prior to the filing of such documents;

• reviewed and discussed with management and the public accountants, as applicable: (i) major issues regarding accounting principles and consolidated financial statement presentations, including any significant changes in the Company’s selection or application of accounting principles, and major issues as to the adequacy of the Company’s internal controls and any special audit steps adopted in light of material control deficiencies; (ii) analyses prepared by management or the public accountants setting forth significant financial reporting issues and judgments made in connection with the preparation of the consolidated financial statements, including analyses of the effects of alternative International Financial Reporting Standards (“IFRS”) methods on the consolidated financial statements; (iii) any management letter provided by the public accountants and the Company’s response to that letter; (iv) any problems, difficulties or differences encountered in the course of the audit work, including any disagreements with management or restrictions on the scope of the public accountants’ activities or on access to requested information and management’s response thereto; (v) the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the consolidated financial statements of the Company; and (vi) prior to their release, earnings press releases, as well as financial information and earnings guidance (generally or on a case-by-case basis) provided to analysts and rating agencies;

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• discussed with management the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies;

• obtained and reviewed a report from the public accountants regarding: (i) the public accountants’ internal quality control procedures; (ii) any material issues raised by the most recent quality control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm; (iii) any steps taken to deal with any such issues; and (iv) all relationships between the public accountants and the Company;

• evaluated the qualifications, performance and independence of the public accountants, including a review and evaluation of the lead partner of the public accountants and taking into account the opinions of management;

• ensured that the lead audit partner of the public accountants and the audit partner responsible for reviewing the audit are rotated at least every five years as required by SOX;

• discussed with management and the public accountants any accounting adjustments that were noted or proposed by the public accountants but were passed (as immaterial or otherwise);

• established procedures for: (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and (ii) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters;

• reviewed disclosures made by the Company’s principal executive officer or officers and principal financial officer or officers regarding compliance with their certification obligations as required under SOX and the rules promulgated thereunder, including the Company’s disclosure controls and procedures and internal controls for financial reporting and evaluations thereof;

• reviewed with management and approved the Company’s investment policies for its securities portfolio and reviewed the portfolio management performance; and

• reviewed the performances of the Chief Financial Officer and other senior executives involved in the financial reporting process, reviewed financial and accounting personnel succession planning within the Company and, where possible, consulted on the appointment of, or departure of, individuals occupying these positions.

• reviewed the process and controls to identify, authorize and approve accounting for and disclosing relationships and transactions with related parties.

The Audit Committee met five times in 2018. The Audit Committee is satisfied that it has fulfilled its charter during the year ended December 31, 2018.

Additional information concerning the Audit Committee, including the relevant education and experience of its members is disclosed in the Company’s Annual Information Form and Form 40-F dated March 19, 2019 under the heading “Directors, Officers and Auditors - Audit Committee”.

(signed) David C. Ferguson

Chair, Audit Committee

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Compensation of Executive Officers and Directors

As the Company reports its financial results in U.S. dollars, the following discussion is prepared showing U.S. dollars, except as otherwise noted, notwithstanding that the currencies in which the Named Executive Officers (as defined below) are paid in Canadian dollars and euro. The average exchange rates for the year ended December 31, 2018, for the purposes of the following disclosure, are US$1 = CA$1.3004, and US$1 = 0.8483 euro, as reported by the Bank of Canada. The exchange rates as at December 31, 2018, for the purposes of the following disclosure, are US$1 = CA$1.3643, and US$1 = 0.8737 euro, as reported by the Bank of Canada.

The following compensation discussion and analysis is intended to supplement the more detailed information concerning compensation of executive officers and directors that appears in the tables that follow. Our goal is to provide a better understanding of our compensation practices and decisions made concerning the compensation payable to our executive officers and directors for 2018.

Compensation Discussion and Analysis

The Human Resources and Corporate Governance Committee administers the Company’s executive compensation program for executive officers, including with respect to our President and Chief Executive Officer, our Chief Financial Officer and our three most highly compensated executives, other than the President and Chief Executive Officer and Chief Financial Officer (collectively, the “Named Executive Officers”), as listed below:

· Daryl Wilson ― President and Chief Executive Officer;

· Robert Motz (resigned May 11, 2018) ― Chief Financial Officer and Corporate Secretary;

· Marc Beisheim (appointed May 11, 2018) ― Chief Financial Officer and Corporate Secretary;

· Joseph Cargnelli ― Chief Technology Officer;

· Wido Westbroek ― Vice President, Sales and Marketing; and

· Filip Smeets ― General Manager, OnSite Generation.

Objectives of Executive Compensation Program

The committee has primary responsibility for determining executive remuneration and for the design and review of the Company’s compensation plans. In fulfilling this role, the committee seeks to:

· provide total compensation that is closely linked to the Company’s performance and to individual performance;

· align the interests of the Company’s executive officers with those of its shareholders through potential stock ownership; and

· ensure compensation and benefits are at levels such that the Company is able to attract and retain the caliber of executives and officers it needs to achieve its desired growth and performance targets.

The Human Resources and Corporate Governance Committee continuously monitors compensation structures against trends in the industry. In addition, at least on an annual basis, as part of a broad risk assessment program, the Board reviews the implications of the risks associated with the Company’s compensation policies and practices. The Board has concluded that they do not encourage executive officers to take inappropriate and excessive risks. As discussed below, a significant portion of variable compensation for executives is deferred, to maintain focus of the executives on sustained long-term performance.

As well, the Company has adopted a policy which prohibits executives and members of the Board from purchasing financial instruments that are designed to hedge or offset a decrease in the market value of equity securities granted as compensation.

Composition of Human Resources and Corporate Governance Committee

The following individuals served as members of the Human Resources and Corporate Governance Committee as at December 31, 2018: Don Lowry, Chair, Douglas S. Alexander, Sara Elford and David C. Ferguson.

Each member of the Human Resources and Corporate Governance Committee is independent under tests established by legal and stock exchange requirements to which the Company is subject. None of the members of the Human Resources and Corporate Governance Committee is an officer, employee or former officer or employee of the Company or any of its affiliates.

Detailed information for the members of the Human Resources and Corporate Governance Committee are included under the heading “Business of the Meeting – Election of Directors.” All of the Human Resources and Corporate Governance Committee members have extensive, direct experience in the area of executive compensation through senior executive experience and possess a thorough understanding of employee and executive compensation-related matters. The broad experience base and depth of knowledge of compensation reflected in the Human Resources and Corporate Governance Committee membership provides the capability and perspective to successfully oversee the Company’s executive compensation program.

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The Human Resources and Corporate Governance Committee has reviewed and discussed with management the compensation discussion and analysis. Based on this review and discussion, the committee has recommended to the Board that the report be included in this Circular.

Donald Lowry (Chair)

Douglas S. Alexander

Sara Elford

David C. Ferguson

Elements of Executive Compensation Program

Our executive compensation program has three principal components:

· base salary;

· short-term incentive (paid in cash); and

· long-term, equity based incentives.

We believe this variable compensation encourages high performance, promotes accountability and ensures that the interests of our executive officers are aligned with the interests of shareholders by linking individual performance and increases in shareholder value. Each of the components’ specified objectives are set forth below.

The Company also offers all employees and Named Executive Officers certain benefits, such as short-term disability income benefits, long-term disability income benefits, healthcare, dental care, survivor benefits, dependent coverage, employee life insurance, dependent life insurance, accidental death, dismemberment and specific loss insurance, which form an integral part of the total compensation offered by the Company.

Base Salary

The objectives of base salary are to recognize market pay, acknowledge competencies and skills of individuals and reward individual contribution. The annual base salary for each of our Named Executive Officers was initially determined at the time of hire based on a number of customary factors, and is documented in an employment agreement provided to the executive officer (see also “Summary Compensation Table ― Employment Agreements”).

Short-term Incentives

We provide a short-term incentive plan in which the Named Executive Officers, as well as other managers and employees, participate. This incentive plan is intended to reward achievement of short-term financial performance objectives and milestones and focus on key financial, strategic and other business objectives. Pursuant to the short-term incentive plan, we have established layers of performance incentives up to certain percentages of base salary based on market benchmarking. In landmark years, the committee may elect to award a “stretch maximum” of 100% of base salary. The percentage that an executive is awarded is based on the achievement of corporate objectives, the achievement of business unit objectives and the achievement of individual objectives is determined by the Human Resources and Corporate Governance Committee. Certain Named Executive Officers have employment agreements with us that modify our short-term incentive compensation (see “Summary Compensation Table ― Employment Agreements”).

For 2018, the target bonuses were equal to 75% of base salary for the President and Chief Executive Officer, and 50% of base salary for each of Chief Financial Officer and Corporate Secretary, and Chief Technology Officer, 100% of base salary for the Vice President Sales and Marketing, and up to €35,000 for the General Manager, OnSite Generation.

Long-term Incentives

Long-term compensation is designed to focus executives’ attention on the long-term interests of the Company and its shareholders. In 2012, the Company implemented a new Omnibus Plan which was approved by shareholders at the 2012 Annual and Special Meeting held on May 7, 2012. The Omnibus plan was subsequently amended at the Annual and Special Meetings held on May 11, 2016 and May 11, 2018 to increase the number of Shares issuable under the Omnibus plan. A maximum of 1,308,032 Shares are available for issuance under the Omnibus Plan, representing approximately 7% of the Company’s issued and outstanding Shares as at December 31, 2018, which when combined with the number of Shares issued under the Old Option Plan, represents approximately 8% of the Company’s issued and outstanding Shares as at the date hereof. All employees, consultants and non-employee directors of the Company and any affiliate of the Company (if designated by the Board of Directors) are eligible to participate in the Omnibus Plan.

The evolution of the employment marketplace has contributed to the continuing development of innovative compensation practices involving several alternative forms of equity-based incentives. In view of these developments, the Omnibus Plan that permits the grant of stock options and Share Units settled in Shares provides the Company with a flexible and dynamic long-term incentive compensation structure that: (i) allows for the implementation of potential performance vesting conditions; (ii) removes the link between stock option awards and short-term performance; and (iii) eliminates the requirement for cash settlement under the previous RSU plan, thereby eliminating both cash flow and earnings volatility resulting from the former plan.

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Prior to the adoption of the Omnibus Plan in 2012, the Company had an Old Option Plan and an old restricted share unit plan (“Old RSU Plan”). Upon the adoption of the Omnibus Plan, grants under these plans have now been frozen and no further grants or awards will be made under such plans. However, the Old Option Plan and the Old RSU Plan will continue in effect for so long as and solely to the extent necessary to administer previously-granted awards that remain outstanding under such plans. The Old RSU Plan is no longer in effect as there are no longer any awards outstanding under such plan. See “Long-Term Incentives – Periods Prior to 2012” below for a description of the Old Option Plan.

Stock Options

Under the Omnibus Plan, the Board may grant stock options to any eligible participant at any time. The exercise price for stock options will be determined by the Board, but may not be less than the fair market value of a Share (being the closing price of Shares on the TSX on the last trading day on which the Company’s Shares were traded occurring immediately prior to the applicable date, or if the Shares are not then traded on the TSX, as determined by the Board in its discretion) (the “Market Value”) on the date the stock option is granted, except in circumstances where the stock option is granted in exchange for another stock option, subject to TSX approval if required.

Stock options will vest and become exercisable as to one third of the stock option on each anniversary of the date of grant for the three years following the date of grant, unless otherwise specified in a participant’s option agreement.

Stock options must be exercised within a period fixed by the Board that may not exceed ten years from the date of grant, except in a case where the expiry period falls during a blackout period, in which case the expiry period will be automatically extended until ten business days after the end of the blackout period. The Omnibus Plan also provides for earlier termination of stock options on the occurrence of certain events, including but not limited to, termination of a participant’s employment.

Under the Omnibus Plan, if an option holder’s employment or term as a director or consultant ceases as a result of the option holder’s death, retirement or disability or because of the sale of the company that employs the option holder, or to which the option holder is a director or consultant, all options vest immediately and may be exercised for 180 days (or, if earlier, to the end of the term). If an option holder’s employment or term as a director or consultant is terminated without cause, the option holder’s options that are vested or that would otherwise have vested within the reasonable or contractual notice period may be exercised for 90 days (or, if earlier, to the end of the term). If an option holder’s employment or term as a director or consultant is terminated by voluntary resignation, vested options may be exercised for 90 days (or, if earlier, to the end of the term) and unvested options are cancelled. If an option holder’s employment or term as a director or consultant is terminated for cause, all options are immediately cancelled. Notwithstanding the foregoing, but subject to applicable securities laws, the Board may, at its discretion, permit the exercise of any or all options held by an option holder in the manner and on the terms authorized by the Board, provided the Board may not authorize the exercise of an option beyond ten years from the date of grant, excluding any automatic extension for an expiry date that falls in a blackout period.

Share Units

The Board may grant Share Units under the Omnibus Plan to any eligible participant (other than non-employee directors) at any time. The terms and conditions of grants of Share Units, including the quantity, type of award, award date, vesting conditions, applicable vesting periods and other terms and conditions with respect to the award, as determined by the Board, will be set out in such participant’s RSU agreement or PSU agreement, as applicable.

Accounts will be maintained for each participant and each notional grant of Share Units, as granted to such participant from time to time, will be credited to such participant’s account. Share Units that fail to vest with respect to a participant or that are paid out to the participant are cancelled and will be removed from such participant’s account.

Upon the vesting and settlement of a Share Unit, the number of Shares covered by the Share Unit will be issued from treasury by the Company as fully paid non-assessable Shares, valued at not less than the Market Value as at the date of issuance (the “Issue Date”). If a participant gives notice to the Company, on or before the Issue Date, of its election to receive cash pertaining to a Share Unit, the Company, with the approval of the Board, may agree to pay an amount in cash equal to the aggregate Market Value of the Shares to be issued in place of issuing to the participant Shares under the Share Unit.

In the case of PSUs, if the performance-related conditions in respect of the vesting of Share Units determined by the Board at the time of granting the award (the “Performance Vesting Conditions”) with respect to a fiscal year are not met during such fiscal year (the “Shortfall Year”), the PSUs which were scheduled to vest at the end of such Shortfall Year may vest in future years, so long as in such subsequent year the Performance Vesting Conditions for such subsequent year are equal to or greater than the cumulative aggregate Performance Vesting Conditions for the Shortfall Year and subsequent year. Performance Vesting Conditions may include but are not limited to, financial or operational performance of the Company, total shareholder return, individual performance criteria or otherwise, which may be measured over a specified period.

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If a participant’s employment is terminated for cause or the participant ceases to be a director or consultant on a similar basis, the participant forfeits all rights, title and interest in all of his or her awards, whether vested or unvested at the date of termination.

If a participant’s employment is terminated without cause, the participant resigns because he or she has been constructively dismissed, or the participant ceases to be a director or consultant on a similar basis then: (i) all of the participant’s stock options which would have vested during the period of contractual or reasonable notice of termination of employment, as applicable, will vest and all such vested stock options may be exercised until the earlier of their expiry date or 90 days after the date of termination, after which time all stock options expire; (ii) subject to the Board of Directors’ approval, a pro rata portion of the participant’s RSUs that are scheduled to vest on the next scheduled vesting date will vest, based on the number of days that have elapsed between the award date and the date of termination, and such RSUs will be settled on the next scheduled vesting date; and (iii) any PSUs standing to the credit of such participant will continue to vest (and be settled) in the normal course for a period of 90 days extending from the end of the fiscal year in which the date of termination occurs (the “90 Day Period”). Subject to the Board of Directors’ approval, any PSUs which do not vest in the normal course during the 90 Day Period will vest pro rata upon the date of termination to take into account only the period that has elapsed between the award date and the date of termination, provided the Performance Vesting Conditions are satisfied in respect of the applicable performance period in which the date of termination occurs.

The Board of Directors can accelerate the vesting and termination of stock options on a change of control of the Company. The Board of Directors can also take action to preserve economic interests of a participant holding PSUs and RSUs in the event of a change of control of the Company, including ensuring the successor can assume or substitute the awards, or the Board of Directors can accelerate the vesting and settlement of the awards.

The Omnibus Plan is also subject to the following limitations: (i) no more than 10% of the Company’s outstanding Shares may be issued under the Omnibus Plan or pursuant to any other security-based compensation arrangements of the Company during any one year period; (ii) no more than 5% of the Company’s outstanding Shares may be issued under the Omnibus Plan or pursuant to any other security-based compensation arrangements of the Company to any one person; and (iii) no more than 10% of the Company’s outstanding Shares may be issued to insiders under the Omnibus Plan or under any other security-based compensation arrangements of the Company within any one year period or be issuable to insiders at any time. In addition, with respect to stock options, no more than 1% of the Company’s outstanding Shares during the term of the Omnibus Plan may be granted to directors, in the aggregate, and the annual value of stock options granted to directors (based on the binomial award value) cannot exceed CA $100,000 per director.

Shareholder approval is required for the following amendments to the Omnibus Plan: (i) increasing the number of Shares reserved for issuance under the Omnibus Plan; (ii) reducing the exercise price of a stock option, except pursuant to the terms of the Omnibus Plan; (iii) extending the expiry date of an award, except the automatic extension of an award pursuant to the terms of the Omnibus Plan; (iv) extending the participation in the Omnibus Plan of non-employee directors and non-consultants; (v) permitting awards to be transferred other than by testate or intestate succession; (vi) permitting the addition or modification of a cashless exercise feature, payable in cash or Shares, unless it provides for a full deduction of the number of underlying Shares from the Omnibus Plan reserve; (vii) permitting awards, other than those permissible under the Omnibus Plan; or (viii) amendments that require shareholder approval under applicable law (including applicable rules of the TSX).

The Board of Directors may amend, suspend or terminate the Omnibus Plan, or any portion thereof, at any time, subject to those provisions of applicable law (including, without limitation, the applicable rules, regulations and policies of any exchange) that require the approval of shareholders or any governmental or regulatory body. By way of example, amendments that do not require Shareholder approval and that are within the authority of the Board of Directors include but are not limited to: (i) minor changes of a “housekeeping nature”; (ii) amendments for the purpose of curing any ambiguity, error or omission in the Omnibus Plan or to correct or supplement any provision of the Omnibus Plan that is inconsistent with any other provision of the Omnibus Plan; (iii) amendments which are necessary to comply with applicable law or the requirements of any stock exchange on which the Shares are listed; (iv) amendments respecting administration and eligibility for participation under the Omnibus Plan; (v) amendments to the vesting provisions of the Omnibus Plan or any award thereunder; and (vi) changes to the termination provisions of an award or the Omnibus Plan which do not entail an extension beyond the original fixed term.

Except as required by law, stock options and Share Units awarded under the Omnibus Plan are not capable of being anticipated, assigned, transferred, alienated, sold, encumbered, pledged, mortgaged or charged.

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As at December 31, 2018, the Company had the following securities outstanding under the Omnibus Plan:

Stock options	618,113
PSUs	nil
RSUs	202,707
Total	820,820
Total as a percentage of Issued and Outstanding Shares	4.3%

As of the date hereof, an additional 474,603 Shares remain available for future issuance pursuant to stock options or Share Unit grants under the Omnibus Plan, representing approximately 2.5% of the total number of issued and outstanding Shares.

The following sets forth information in respect of the annual burn rate for awards made under the Omnibus Plan, which is our only equity compensation plan that provides for the issuance of Shares from treasury. The annual burn rate is calculated using the TSX prescribed methodology, which is the total number of awards granted under the Omnibus Plan during the applicable fiscal year, divided by the weighted average number of Shares outstanding for the fiscal year.

	2018	2017	2016
# of awards granted in the fiscal year	181,144	221,969	148,539
Diluted weighted average number of Shares outstanding for the fiscal year	15,441,947	13,947,636	12,542,950
Burn rate for Omnibus Plan	1.2%	1.6%	1.2%

Long Term Incentives – periods prior to 2012

Prior to the adoption of the Omnibus Plan in 2012, the Company had in place the Old Option Plan and the Old RSU Plan. Grants under these plans have now been frozen and no further grants or awards will be made under such plans. However, the Old Option Plan and the Old RSU Plan will continue in effect for so long as and solely to the extent necessary to administer previously-granted awards that remain outstanding under such plans.

As at December 31, 2018, the Company had 234,976 stock options outstanding under the Old Option Plan. Since the Old Option Plan was adopted, options exercised resulted in the issuance of 221,852 Shares as of December 31, 2018.

Under the Old Option Plan, if an option holder’s employment or term as a director or consultant ceases as a result of the option holder’s death, retirement or disability or because of the sale of the company that employs the option holder, or to which the option holder is a director or consultant, all options vest immediately and may be exercised for 180 days (or, if earlier, to the end of the term). If an option holder’s employment or term as a director or consultant is terminated without cause, the option holder’s options that are vested or that would otherwise have vested within the reasonable or contractual notice period may be exercised for 90 days (or, if earlier, to the end of the term). If an option holder’s employment or term as a director or consultant is terminated by voluntary resignation, vested options may be exercised for 90 days (or, if earlier, to the end of the term) and unvested options are cancelled. If an option holder’s employment or term as a director or consultant is terminated for cause, all options are immediately cancelled. Notwithstanding the foregoing, but subject to applicable securities laws, the Board may, at its discretion, permit the exercise of any or all options held by an option holder in the manner and on the terms authorized by the Board, provided the Board may not authorize the exercise of an option beyond ten years from the date of grant, excluding any automatic extension for an expiry date that falls in a blackout period.

Options under the Old Option Plan are non-transferable. The Board of Directors has the discretion to accelerate vesting and expiration of options in connection with a change of control of the Company, a sale of all or substantially all of the assets of the Company or a dissolution or liquidation of the Company. The Board may further take such steps it deems equitable and appropriate to adjust the number of Shares that may be acquired on the exercise of any options or the exercise price in the event the Company effects a subdivision or consolidation of the Shares, payment of a stock dividend (other than in lieu of a cash dividend), or other change in capitalization of the Company, or upon any amalgamation, continuation, reorganization involving the Company, by exchange of Shares, by sale or lease of assets or otherwise, to preserve the proportionality of the rights and obligations of the option holders.

As noted above, the Old Option plan was superseded by the Omnibus Plan and no further grants or awards will be made under such plan. However, the Old Option Plan will continue in effect for so long as and solely to the extent necessary to administer previously-granted awards that remain outstanding under such plan.

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Determination of Compensation

In reviewing and recommending executive compensation in 2018, the Human Resources and Corporate Governance Committee examined the base salary, short-term incentive bonus and long-term incentive components individually and as part of a total compensation package.

Independent Consultant

On a periodic basis the Human Resources and Corporate Governance Committee engages an independent consultant to provide specific support to the committee in determining compensation for the Company’s officers and directors. In 2018, the Human Resources and Corporate Governance Committee retained the services of Mercer (Canada) Ltd. as compensation consultants to provide market data on executive compensation and a technical analysis of the Company’s long-term compensation plans and practices. The Company initially retained Mercer (Canada) Ltd. as a consultant on January 31, 2016. Executive Compensation and Related Fees paid in 2018 amounted to $42,801.

Comparator Group

The Company’s reference market for the purpose of benchmarking executive compensation includes publicly listed hydrogen and fuel cell systems developers and also alternative energy and technology companies of comparable size, complexity and market capitalization. The following companies are considered comparative companies: American Electric Technologies, Inc., American Superconductor, Ballard Power Systems, Carmanah Technologies, Capstone Turbine, Fuel Cell Energy, Hammond Manufacturing Company Limited, Lightpath Technologies, Inc., Maxwell Technologies, Orion Energy Systems, Plug Power and Ultralife Corporation (collectively, the “comparator group”).

Determination of Amounts for each Element of Compensation

The Human Resources and Corporate Governance Committee uses as a guideline that each executive’s compensation package be in the 50th percentile of each component (base salary, short-term incentives, long-term incentives and benefits) as well as total compensation, with reference to similar positions at the comparator group.

The mix of compensation components varies by executive level, reflecting the impact executives have on Company performance. In determining the mix, adjustments are made to reflect market trends, individual performance, the executive’s role in the organization, and level of experience. This approach allows us to differentiate salaries that reflect a range of experience and performance levels among executives and determines how the Human Resources and Corporate Governance Committee sets the salaries of the President and Chief Executive Officer and other senior executives.

With respect to the compensation levels of executive officers, other than the President and Chief Executive Officer, recommendations were submitted by the President and Chief Executive Officer for review, discussion and amendment by the Human Resources and Corporate Governance Committee. Compensation for the President and Chief Executive Officer was determined solely by the Human Resources and Corporate Governance Committee.

In all cases, compensation was determined with reference to the financial and strategic imperatives of the Company, the responsibilities of the position, the performance of the incumbent, the competitive marketplace for qualified executive talent and the compensation practices of the comparator group. External competitiveness was measured against other comparable Canadian and U.S. organizations to ensure overall compensation was appropriate in terms of the responsibilities of executive positions in a public company.

For the President and Chief Executive Officer and Chief Financial Officer and Corporate Secretary, short-term incentive awards are determined either entirely or substantially on corporate performance. For those executives who have specific responsibility for a particular business unit, short-term incentives are based on both that business unit’s performance and overall corporate performance. For those executives in a corporate role, short-term incentives are determined with reference to both overall corporate performance and achievement of individual objectives.

The corporate performance objectives for fiscal 2018 included annual financial targets, critical project execution, market engagement, technical platform and manufacturing scale-up. Each objective is assigned a weighting. These objectives are set forth in the following table, together with highlights of our results.

2018 Performance Objectives	2018 Results
Annual Financial Targets
· Achieve budgeted revenue in 2018 · Achieve budgeted year-end order backlog · Achieve budgeted gross margin and operating cash flow	Partially met objective Partially met objective Partially met objective
Critical Project Execution
· Execute on rail strategy · Significant mobility project	Met objective Did not meet objective
Market Engagement
· Execute Communications plan ·  Execute China organization	Met objective Met objective
Technology Platform Scale-Up
· Execute China Licensing and production support program · Achieve target FCPM cost reductions	Did not meet objective Met objective
Manufacturing Scale-Up
· Achieve targets and key performance indicators	Met objective

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Long term incentive awards are determined based on a rolling three-year retrospective review of performance based on the following factors: - growth and results, capability enhancement and contingency management. Results are evaluated against company expectations as well as progress relative to the overall industry. An award is then calculated ranging from zero to 200 percent of the target long term incentive plan compensation.

The following table summarizes the target compensation mix for each of the Named Executive Officers, and the percentage of variable compensation at risk.

Executive Level	Base Salary	Performance Based Incentives (Variable Compensation)
		Short- term Incentive	Long- term Incentive
President and Chief Executive Officer	36.4%	27.2%	36.4%
Chief Financial Officer and Corporate Secretary	40%	20%	40%
Chief Technology Officer	40%	20%	40%
Vice President, Sales & Marketing	40%	40%	20%
General Manager, OnSite Generation	85%	15%	0%

President and Chief Executive Officer Compensation

The Human Resources and Corporate Governance Committee evaluated Mr. Wilson’s 2018 performance against the corporate performance objectives set for the year, as described above. Additionally, the Human Resources and Corporate Governance Committee considered Mr. Wilson’s leadership with respect to the strategic and operational priorities established by the Board, plus the Company’s performance. Mr. Wilson’s total compensation package consists of base salary, short-term incentive bonus, long-term incentive and benefits components and benefits and is benchmarked to be in the 50th percentile of each component (base salary, short-term incentives, long-term incentives and benefits).

Mr. Wilson’s short-term incentive awards are determined entirely on corporate performance and represent 27.2% of his total eligible compensation. The corporate performance objectives for fiscal 2018 are noted on the previous table and include achieving annual financial targets, critical project execution, market engagement and technical platform and manufacturing scale-up. As a result of having made significant accomplishments in 2018 on the above noted performance objectives, a short-term incentive award of CA$262,967 representing 65% of Mr. Wilson’s target short-term incentive eligibility will be paid in 2019.

Mr. Wilson’s long-term incentive awards are designed to direct his attention to the long-term interest of the Company and its shareholders. The awards consist of stock option and RSU awards under our Omnibus Plan. As a result of achieving significant progress in enhancement of operational capability and positioning the business for future growth, an award of 100% of Mr. Wilson’s target long-term incentive eligibility was made in 2019 in recognition of performance in the 2018 assessment.

Performance Graph

The following graphs compare the cumulative shareholder return on our Shares (assuming CA$100 invested or $100 invested, as applicable) to the cumulative total return of each of the S&P/TSX Composite Total Return Index and the Nasdaq Composite Index during the period commencing on December 31, 2013 and ending on December 31, 2018. The closing price of our Shares on the TSX and Nasdaq on December 31, 2018 was CA$6.77 and $5.00, respectively.

The results shown in the graphs above do not reflect Hydrogenics’ trend in compensation to its Named Executive Officers. The Company’s market prices for its Shares are impacted by various external factors including the overall market sentiment and confidence in the future of the alternative energy technology sector.

While the total shareholder return trend does not reflect the Named Executive Officer compensation over the five-year period, the achievement of other significant Company and individual performance milestones such as sustainability, product cost reductions, order progress and market traction, and the need to retain executive talent in a competitive market environment accounted for the level of compensation during the period.

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During the period from 2013 through 2018, the annual base salaries of the President and Chief Executive Officer and the Chief Financial Officer and Corporate Secretary and each of the three highest compensated officers in each year during that period increased by an average of 3.5%.

Option Based Awards and PSU/RSU Awards

The President and Chief Executive Officer is responsible for submitting annual option grant and PSU/RSU grant recommendations (other than with respect to grants to the President and Chief Executive Officer) to the Human Resources and Corporate Governance Committee. The Human Resources and Corporate Governance Committee considers these recommendations and determines the appropriate recommendations regarding annual option awards and PSU/RSU awards to be presented to the Board for approval. The Board considers the Human Resources and Corporate Governance Committee’s recommendations regarding awards and, if advisable, approves these recommendations at fixed meeting dates, which are specified in advance, and these awards are effective as of the date of approval. Previous option grants are taken into account when considering new option grants.

The Human Resources and Corporate Governance Committee considers any grant recommendations with respect to the President and Chief Executive Officer and submits its recommendations to the Board for approval without the input of the President and Chief Executive Officer.

All options are accounted for at fair value as determined by the Black-Scholes option pricing model using amounts that are believed to approximate the volatility of the trading price of the Shares, the expected term of awards of options, the fair value of the Shares, and the risk-free interest rate.

With respect to Share Units granted under the Omnibus Plan, the Share Units will vest, as determined by the Board, as set out in such participant’s RSU agreement or PSU agreement, as applicable. Share units are accounted for at their intrinsic value.

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Summary Compensation Table

The following table provides a summary of compensation earned during the years ended December 31, 2018, 2017, and 2016 by the Named Executive Officers.

Name and Principal Position	Year	Salary(1)	Share Based Awards(2)	Option Based Awards(3)	Non-Equity Incentive Plan Compensation(4)	All Other Compensation(5)	Total Compensation
		($)	($)	($)	($)	($)	($)
Daryl Wilson, President & Chief Executive Officer	2018 2017 2016	405,382 375,952 359,945	282,828 230,643 239,210	285,868 242,936 192,364	202,220 283,694 108,507	1,922 2,048 1,890	1,178,220 1,135,273 901,916
Robert Motz,(6)  Former Chief Financial Officer and Corporate Secretary	2018 2017 2016	93,023 208,365 199,493	- 127,831 132,583	- 134,642 106,615	- 104,822 60,138	2,022 2,121 2,079	95,045 577,781 500,908
Marc Beisheim,(7)  Chief Financial Officer and Corporate Secretary	2018 2017 2016	151,729 n/a n/a	103,817 n/a n/a	103,814 n/a n/a	76,899 n/a n/a	1,712 n/a n/a	437,971 n/a n/a
Joseph Cargnelli,  Chief Technology Officer	2018 2017 2016	210,388 195,114 186,806	146,784 119,702 124,149	148,361 126,081 99,833	69,966 98,156 56,314	1,922 1,928 1,890	577,421 540,981 468,992
Wido Westbroek,  Vice President, Sales and Marketing	2018 2017 2016	192,195 178,242 170,653	67,044 54,678 56,704	67,764 57,588 45,600	63,916 186,150 76,998	2,115 2,079 2,037	393,034 478,737 351,992
Filip Smeets,  General Manager, OnSite Generation	2018 2017 2016	237,103 243,771 231,785	- - -	- - -	26,439 25,625 24,820	- - -	263,542 269,396 256,605

Notes:

(1) These amounts are paid in Canadian dollars, with the exception of Mr. Smeets who is paid in euros. Amounts have been converted to US dollars at the average rate for the year. The Canadian dollar depreciated 0.31% relative to the US dollar in 2018 compared to 2017. The Canadian dollar appreciated 1.99% relative to the US dollar in 2017 compared to 2016. The US dollar appreciated 3.46% relative to the euro in 2018 compared to 2017. The US dollar depreciated 2.66% relative to the euro in 2017 compared to 2016.

(2) This amount represents the RSUs granted for the Named Executive Officers, which were valued at an average of CA$11.23 (2017 - CA$8.56) per unit based on the market value at the date of grant, assuming 100% vesting. This valuation method for RSUs is consistent with the method used for financial reporting purposes. RSU’s cliff vest at 3 years.

(3) Stock options granted in fiscal year 2018 for the Named Executive Officers were valued at a weighted average value of CA$11.23. The stock options were valued using the Black-Scholes valuation module and is consistent to the method for used for financial reporting purposes. The following key assumptions and estimates were used for the Black-Scholes calculation. Risk-free interest rate (%) = 2.12%, Expected volatility (%) = 64.3%, Expected life years = 7, Expected dividend = nil. Stock options granted in fiscal year 2017 for the Named Executive Officers were valued at a weighted average value of CA$8.56. The stock options were valued using the Black-Scholes valuation module and is consistent to the method used for financial reporting purposes. The following key assumptions and estimates were used for the calculation. Risk-free interest rate (%) = 1.34%, Expected volatility (%) = 64.6%, Expected life years = 6, Expected dividend = nil.

(4) This represents the Company’s short-term incentive plan awards earned during the year but are payable at a later date. The Company does not have any non-equity long-term incentive plans.

(5) These amounts represent the Company’s matching of Employee Group Registered Retirement Contributions to a maximum of CA$2,500
per year. Perquisites did not exceed CA $50,000 or 10% of the total annual salary of any of the Named Executive Officers in 2018.

(6) Mr. Motz retired from the Company effective May 11, 2018.

(7) Effective May 11, 2018, Mr. Beisheim was appointed as Chief Financial Officer and Corporate Secretary.

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Employment Agreements

Mr. Wilson’s employment agreement provides for a base salary of CA$527,159 subject to annual review, and a discretionary short-term incentive bonus of up to 75% of his base salary.

Mr. Marc Beisheim was appointed Chief Financial Officer and Corporate Secretary effective May 11, 2018. Mr. Beisheim’s employment agreement commenced April 9, 2018 provides for a base salary of CA$270,000, subject to annual review, and a discretionary short-term incentive bonus of up to 50% of his base salary.

Mr. Cargnelli’s employment agreement provides for a base salary of CA$273,588, subject to annual review, and a discretionary short-term incentive bonus of up to 50% of his base salary.

Mr. Westbroek’s employment agreement provides for a base salary of CA$249,931 subject to annual review, and a discretionary short-term incentive bonus of up to 100% of his base salary.

Mr. Smeets’ employment agreement provides for a base salary of €201,225 subject to annual review, and a discretionary short-term incentive bonus of up to €35,000 per year.

EQUITY COMPENSATION PLAN INFORMATION – as of december 31, 2018

Plan Category	Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights	Weighted Average Exercise Price of Outstanding Options, Warrants and Rights	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Which May Be Issued in Connection With Outstanding Options, Warrants and Rights)
Equity compensation plans approved by shareholders	1,308,032	CA $8.37	474,603
Equity compensation plans not approved by shareholders	n/a	n/a	n/a
Total	1,308,032	CA $8.37	474,603

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Incentive Plan Awards

Outstanding Share Based Awards and Option Based Awards During the Year Ended December 31, 2018

	Option-Based Awards				Share-Based Awards
Name	Number of Securities Underlying Unexercised Options	Option Exercise Price	Option Expiration Date	Value of Unexercised In-the-money Options	Number of Shares or Units of Shares That Have Not Vested	Market or Payout Value of Share-Based Awards That Have Not Vested	Market or payout value of vested Share-based awards not paid out or distributed
	(#)	CA ($)		CA ($)	(#)	CA ($)	CA ($)
Daryl Wilson	76,806 108,593 24,595 41,578 61,148 51,728	5.03 6.25 16.14 10.53 8.56 11.41	June 8, 2021 May 12, 2022 March 25, 2025 March 31, 2026 March 14, 2027 March 13, 2028	190,111	89,882	608,501	Nil
Robert Motz	39,476 13,631 23,044 33,890	6.60 16.14 10.53 8.56	Nov 19, 2022 March 25, 2025 March 31, 2026 March 14, 2027	6,711	16,326	110,527	Nil
Marc Beisheim	20,785	10.45	June 1, 2028	Nil	12,919	87,462	Nil
Joseph Cargnelli	39,861 24,639 12.765 21,578 31,735 26,846	5.03 6.25 16.14 10.53 8.56 11.41	June 8, 2021 May 12, 2022 March 25, 2025 March 31, 2026 March 14, 2027 March 13, 2028	82,170	46,648	315,807	Nil
Wido Westbroek	10,238 24,639 5,830 9,856 14,495 12,262	5.03 6.25 16.14 10.53 8.56 11.41	June 8, 2021 May 12, 2022 March 25, 2025 March 31, 2026 March 14, 2027 March 13, 2028	30,626	21,307	144,248	Nil
Filip Smeets	Nil	Nil	Nil	Nil	Nil	Nil	Nil

Incentive Plan Awards - Value Vested or Earned During the Year Ended December 31, 2018

Name	Option Based Awards - Value Vested During the Year	Share Based Awards - Value Vested During the Year	Non-equity Incentive Plan Compensation - Value Earned During the Year
	CA ($)	CA ($)	CA ($)
Daryl Wilson	43,641	16,563	262,967
Robert Motz	24,187	8,595	Nil
Marc Beisheim	Nil	Nil	100,000
Joseph Cargnelli	22,649	8,595	90,984
Wido Westbroek	10,345	4,711	83117
Filip Smeets	Nil	Nil	34,381

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Termination and Change of Control Benefits

Mr. Wilson’s employment agreement provides that he is entitled to a lump sum payment of 18 months’ salary and target bonus in lieu of notice if he is terminated without cause at any time, or if he is terminated without cause upon a change of control of the Company. This amount is equal to a maximum of approximately $911,403 (CA$1,185,189) based on Mr. Wilson’s current compensation if Mr. Wilson was terminated effective as at December 31, 2018. The agreement also provides that all outstanding stock options held by Mr. Wilson will vest immediately upon termination without cause or termination in connection with a with a change of control of the Company. Mr. Wilson has agreed to refrain from competing with and interfering in the business of Hydrogenics for a period of one year subsequent to his termination for any reason. Under the Omnibus Plan, if Mr. Wilson’s employment is terminated by the Company without cause, prior to the vesting date of any awarded RSUs, then a pro rata portion of such RSUs will vest immediately prior to the date of his termination of employment. The value of such RSUs, as of December 31, 2018, was $250,367 (CA$341,576). If Mr. Wilson’s employment is terminated in connection with a change of control of the Company, all RSUs will vest immediately prior to the change in control.  The value of such RSUs, as of December 31, 2018, was $446,017 (CA$608,501). 

Mr. Beisheim’s employment agreement provides that Mr. Beisheim is entitled to a lump sum payment of 12 months’ salary and target bonus in lieu of notice if Mr. Beisheim is terminated without cause at any time, or if he is terminated without cause upon a change of control of the Company. This amount is equal to a maximum of approximately $284,528 (CA$370,000) based on Mr. Beisheim’s current compensation if Mr. Beisheim was terminated effective as at December 31, 2018. The agreement also provides that all outstanding stock options held by Mr. Beisheim will vest immediately upon termination without cause or termination in connection with a change of control of the Company. Mr. Beisheim has agreed to refrain from competing with and interfering in the business of Hydrogenics for a period of one year subsequent to his termination for any reason. Under the Omnibus Plan, if Mr. Beisheim’s employment is terminated by the Company without cause, prior to the vesting date of any awarded RSUs, then a pro rata portion of such RSUs will vest immediately prior to the date of his termination of employment. The value of such RSUs, as of December 31, 2018, was $12,470 (CA$17,013). If Mr. Beisheim’s employment is terminated in connection with a change of control of the Company, all RSUs will vest immediately prior to the change in control.  The value of such RSUs, as of December 31, 2018, was $64,107 (CA$87,462). 

Mr. Cargnelli’s employment agreement provides that Mr. Cargnelli is entitled to a lump sum payment of 24 months’ salary and one and a half times the average bonus paid in the two fiscal years preceding termination in lieu of notice if Mr. Cargnelli is terminated without cause at any time, or if he is terminated without cause upon a change of control of the Company. This amount is equal to a maximum of approximately $504,686 (CA$656,294) based on Mr. Cargnelli’s current compensation if Mr. Cargnelli was terminated effective as at December 31, 2018. The agreement also provides that all outstanding stock options held by Mr. Cargnelli will vest immediately upon termination without cause or in connection with a change of control of the Company. Mr. Cargnelli has agreed to refrain from competing with and interfering in the business of Hydrogenics for a period of three years subsequent to his termination for any reason. Under the Omnibus Plan, if Mr. Cargnelli’s employment is terminated by the Company without cause, prior to the vesting date of any awarded RSUs, then a pro rata portion of such RSUs will vest immediately prior to the date of his termination of employment. The value of such RSUs, as of December 31, 2018, was $129,939 (CA$177,276). If Mr. Cargnelli’s employment is terminated in connection with a change of control of the Company, all RSUs will vest immediately prior to the change in control.  The value of such RSUs, as of December 31, 2018, was $231,479 (CA$315,807).

Mr. Westbroek’s employment agreement provides that Mr. Westbroek is entitled to a lump sum payment of 12 months’ salary and bonus in lieu of notice, if Mr. Westbroek is terminated without cause at any time, or if he is terminated without cause upon a change of control of the Company. This amount is equal to a maximum of approximately $316,943 (CA$412,153) based on Mr. Westbroek’s current compensation if Mr. Westbroek was terminated effective as at December 31, 2018. The agreement also provides that all outstanding stock options held by Mr. Westbroek will vest immediately upon termination without cause or termination in connection with a change of control of the Company. Mr. Westbroek has agreed to refrain from competing with and interfering in the business of Hydrogenics for a period of one year subsequent to his termination for any reason. Under the Omnibus Plan, if Mr. Westbroek’s employment is terminated by the Company without cause, prior to the vesting date of any awarded RSUs, then a pro rata portion of such RSUs will vest immediately prior to the date of his termination of employment. The value of such RSUs, as of December 31, 2018, was $59,351 (CA$80,973). If Mr. Westbroek’s employment is terminated in connection with a change of control of the Company, all RSUs will vest immediately prior to the change in control.  The value of such RSUs, as of December 31, 2018, was $105,731 (CA$144,248).

Mr. Smeets’ employment agreement provides that he is entitled to one month’s notice plus an additional month per year of employment, at a minimum of three and a maximum of six months’ notice. Under no circumstances will the termination of Mr. Smeets’ employment for any reason entitle Mr. Smeets to any form of damage compensation. Mr. Smeets has agreed to refrain from competing with and interfering in the business of Hydrogenics in Belgium for a period of one year subsequent to his termination for any reason.

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Director Compensation

Director Compensation Table

The following table provides a summary of compensation earned during the year ended December 31, 2018 by the directors:

Name	Fees Earned	Share Based Awards	Option Based awards	Non-equity Incentive Plan Compensation	All Other Compensation	Total
	($)	($)	($)	($)	($)	($)
Douglas S. Alexander(1)	75,000	40,000	n/a	n/a	Nil	115,000
Michael Cardiff(2)	21,214	9,066	n/a	n/a	Nil	30,280
Sara Elford(3)	46,800	36,700	n/a	n/a	Nil	83,500
David C. Ferguson(4)	71,000	25,000	n/a	n/a	Nil	96,000
Donald Lowry(5)	53,200	38,300	n/a	n/a	Nil	91,500
Total	267,214	149,066	n/a	n/a	Nil	416,280

Notes:

(1) Chair of the Board, member of the Human Resources and Corporate Governance Committee and Audit Committee.

(2) Member of the Human Resources and Corporate Governance Committee and Audit Committee until May 11, 2018.

(3) Member of the Human Resources and Corporate Governance Committee and Audit Committee.

(4) Chair of the Audit Committee, member of the Human Resources and Corporate Governance Committee.

(5) Chair of the Human Resources and Corporate Governance Committee, member of the Audit Committee.

For 2018, each of the directors who are considered “independent” was paid an annual fee of $45,000 for his or her services inclusive of all meeting fees as a director. The Chair of the Board was paid an annual fee of $75,000 for his services inclusive of all meeting fees. The Chair of the Audit Committee received an additional annual fee of $20,000 and the Chair of the Human Resources and Corporate Governance Committee received an additional fee of $14,000. Each committee member of the Audit Committee received an additional fee of $7,500 and each committee member of the Human Resources and Corporate Governance Committee received an additional fee of $6,000. All directors were reimbursed for travel and other reasonable expenses incurred in attending Board and committee meetings.

Deferred Share Units

Pursuant to the DSU Plan, independent directors are entitled to elect to receive all or any portion of their annual retainer and meeting fees in the form of DSUs instead of cash. A DSU is a unit, equivalent in value to a Share of the Company. Each DSU entitles the participant to receive a cash payment or Shares purchased in the open market, at the option of the holder, upon termination of directorship, valued at the price of the Shares on the TSX on the date of redemption. The redemption date which is the date the holder provides the redemption notice, is no later than December 15 of the first calendar year after the year in which the retirement date occurs.

Additionally, the Board has approved an annual DSU grant to independent directors equivalent to $25,000 and an annual DSU grant to the Chair of the Board equivalent to $40,000. DSU grants are pro-rated over the year.

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Incentive Plan Awards

Outstanding Share Based Awards During the Year ended December 31, 2018

	Option Based Awards				Share Based Awards
Name	Number of Securities Underlying Unexercised Options	Option Exercise Price	Option Expiration Date	Value of Unexercised In-the-money Options	Number of Shares or Units of Shares That Have Not Vested	Market or Payout Value of Share-Based Awards That Have Not Vested as of December 31, 2018	Market or payout value of vested Share-based awards not paid out or distributed as of December 31, 2018
	(#)	CA ($)				CA ($)	CA ($)
Douglas S. Alexander	n/a	n/a	n/a	n/a	n/a	n/a	458,356
Michael Cardiff	n/a	n/a	n/a	n/a	n/a	n/a	204,346
Sara Elford	n/a	n/a	n/a	n/a	n/a	n/a	89,921
David C. Ferguson	n/a	n/a	n/a	n/a	n/a	n/a	90,580
Don Lowry	n/a	n/a	n/a	n/a	n/a	n/a	153,143

Incentive Plan Awards - Value Vested or Earned During the Year ended December 31, 2018

Name	Option Based Awards - Value Vested During the Year	Share Based Awards - Value Vested During the Year	Non-equity Incentive Plan Compensation - Value Earned During the Year
	($)	($)	($)
Douglas S. Alexander	n/a	40,000	n/a
Michael Cardiff	n/a	9,066	n/a
Sara Elford	n/a	36,700	n/a
David C. Ferguson	n/a	25,000	n/a
Don Lowry	n/a	38,300	n/a

Indebtedness of Directors and executive Officers

As at March 25, 2019, none of the current directors or executive officers, nor any of their known associates, are indebted to the Company.

OTHER INFORMATION

Directors’ and Officers’ Liability Insurance

The Company has purchased liability insurance for the benefit of itself and the directors and officers of the Company and certain subsidiaries. Protection is provided to directors and officers for wrongful acts, including any actual or alleged error, misstatement, misleading statement, act, omission, neglect, or breach of duty by any director or officer in his or her insured capacity. The insurance coverage has an annual policy limit of $10 million plus an additional $5 million available to directors and officers exclusively for non-indemnifiable claims and $5 million available exclusively to independent directors. There is a program retention of $250,000 for all claims against the Company. The cost of this insurance is approximately $192,000 annually.

Interest of Informed Persons in Material Transactions

In the normal course of operations, the Company subcontracts certain manufacturing functions to Viking Engineering & Tool Co., 301 Bartlett Avenue, Toronto, ON, M6H 3G7, a company owned by family members of Joseph Cargnelli, a founder, senior officer, director and shareholder of the Company. During 2018, Hydrogenics made purchases of $467,000 (2017 - $646,000) from this related company. At December 31, 2018, the Company had an accounts payable balance due to this related company of $21,000 (2017 - $8,000). The Company believes these transactions are on no more favourable terms than similar transactions with unrelated third parties.

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On May 28, 2014, the Company entered into a joint venture arrangement with Kolon Water & Energy Co. Ltd. to form the joint venture Kolon Hydrogenics and the Company holds an equity investment in this joint venture. In June 2018, Kolon Water & Energy Co. Ltd. and the Company commenced discussions with respect to dissolving the joint arrangement in 2019. The Company had no transactions with the joint venture in either 2018 or 2017.

On March 30, 2017 the Company entered into a joint venture arrangement with Enbridge Gas Distribution to form the joint venture 2562961 Ontario Ltd. and the Company holds an equity investment in this joint venture. During 2018 the Company sold the joint venture assets totaling $1,372,000 (2017 - $2,030,000) and received cash consideration of $700,000 (2017 -$1,035,000) and a 49% equity investment in the joint venture valued at $672,000 (2017- $995,000). The Company had a receivable of $196,000 from the joint venture as of December 31, 2018 (2017 – $nil).

All related party transactions involve the parent company. There are no related party transactions to disclose for the Company’s subsidiaries.

Interest of Directors and Executive Officers in Matters to Be Acted Upon

Except as described elsewhere in this Circular, none of the directors or executive officers, nor any of their known associates, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting.

Receipt of Shareholder Proposals for Next Annual Meeting

Any shareholder who intends to nominate an individual for election as a director at the 2019 annual meeting of shareholders must do so in accordance with the terms of the Advance Notice By-Law.

Any shareholder who intends to present any other proposal at the 2020 annual meeting of shareholders must send the proposal to the Corporate Secretary at 220 Admiral Boulevard, Mississauga, Ontario, L5T 2N6. In order for the proposal to be included in the proxy materials we send to shareholders for that meeting, the proposal must be received by us no later than November 25, 2019 and must comply with Section 137 of the CBCA.

Additional Information

Financial information for the financial year ended December 31, 2018 is provided in the consolidated financial statements and MD&A, which are included in the Company’s annual report. Shareholders who wish to be added to the mailing list for the annual and interim unaudited consolidated financial statements and MD&A should contact the Company at 220 Admiral Boulevard, Mississauga, Ontario, L5T 2N6.

Copies of the Company’s current Form 40-F, filed in Canada as its AIF, and of any document, or the pertinent pages of any document, incorporated by reference in the current Form 40-F; the most recently filed comparative annual financial statements, together with the accompanying report of the auditors, and any of the Company’s interim unaudited consolidated financial statements that have been filed for any period after the end of the most recently completed financial year and this Circular are available to anyone, upon request, from the Corporate Secretary, and without charge to shareholders of the Company. The Company’s general telephone number is (905) 361-3660.

The 2018 annual report (including the consolidated financial statements and MD&A), the Form 40-F and other information relating to the Company are available on the SEDAR website at www.sedar.com.

Directors’ Approval

The contents and mailing to shareholders of this Circular have been approved by the Board.

Marc Beisheim

Chief Financial Officer and Corporate Secretary

March 25, 2019

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Appendix A - Board Mandate

INTRODUCTION

The term “Company” herein shall refer to Hydrogenics Corporation and the term “Board” shall refer to the Board of Directors of the Company.

The Board is elected by the shareholders and is responsible for the stewardship of the business and affairs of the Company. The Board seeks to discharge such responsibility by reviewing, discussing and approving the Company’s strategic planning and organizational structure and supervising management to oversee that the foregoing enhances and preserves the underlying value of the Company.

Although directors may be elected by the shareholders to bring special expertise or a point of view to Board deliberations, they are not chosen to represent a particular constituency. The best interests of the Company as a whole must be paramount at all times.

QUALIFICATIONS OF DIRECTORS

A majority of the directors will be “independent.” No director will be deemed independent unless the Board affirmatively determines the director has no material relationship with the Company, directly or as an officer, shareholder or partner of an organization that has a material relationship with the Company. The Board will observe all additional criteria for determining director independence pursuant to the rules of Nasdaq Global Market, the Toronto Stock Exchange, and other governing laws and regulations. The Board shall consider and affirmatively determine whether each individual director is independent on an annual basis.

DUTIES OF DIRECTORS

The Board discharges its responsibility for overseeing the management of the Company’s business by delegating to the Company’s senior officers the responsibility for day-to-day management of the Company. The Board discharges its responsibilities both directly and through its committees, the Audit Committee and the Human Resources and Corporate Governance Committee. Only independent members may serve on any of the foregoing committees of the Board. In addition to these regular committees, the Board may appoint ad hoc committees periodically to address certain issues of a more short-term nature. Each of the standing committees of the Board will have its own charter. The charter will set forth the responsibilities of each committee, procedures of the committee and how the committee will report to the Board.

Directors must fulfill their responsibilities consistent with their fiduciary duty to the Company, in compliance with all applicable laws and regulations. Directors will also, as appropriate, take into consideration the interests of other stakeholders, including employees and the members of communities in which the Company operates.

In addition to the Board’s primary roles of overseeing corporate performance and providing quality, depth and continuity of management to meet the Company’s strategic objectives, principal duties include, but are not limited to the following categories:

Appointment of Management

1. The Board has the responsibility for approving the appointment of the Chief Executive Officer and all other officers of the Company and approving the compensation of the Chief Executive Officer, following a review of the recommendations of the Human Resources and Corporate Governance Committee. To the extent feasible, the Board shall satisfy itself as to the integrity of the Chief Executive Officer and other executive officers and ensure the Chief Executive Officer and other executive officers create a culture of integrity throughout the Company.

2. The Board from time to time delegates to senior management the authority to enter into certain types of transactions, including financial transactions, subject to specified limits. Investments and other expenditures above the specified limits and material transactions outside the ordinary course of business are reviewed by and subject to the prior approval of the Board.

3. The Board oversees that succession planning programs are in place, including programs to appoint, train, develop and monitor management.

Board Organization

4. The Board will respond to recommendations received from the Human Resources and Corporate Governance Committee, but retains the responsibility for managing its own affairs by giving its approval for its composition and size, the selection of the Chair of the Board, candidates nominated for election to the Board, committee and committee chair appointments, committee charters and director compensation. The Board supports the separation of the role of the Chair of the Board from the role of Chief Executive Officer. In the event the Chair of the Board is not independent, the independent directors shall appoint an independent lead director.

5. The Board may delegate to Board committees matters it is responsible for, including the approval of compensation of the Board and management, the conduct of performance evaluations and oversight of internal controls systems, but the Board retains its oversight function and ultimate responsibility for these matters and all other delegated responsibilities.

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6. Independent directors will meet in camera as needed. Normally, such meetings will occur at the end of regularly scheduled Board meetings.

7. The Board has the authority to hire independent legal, financial or other advisors as it deems necessary.

Strategic Planning

8. The Board has oversight responsibility to participate directly, and through its committees, in reviewing, questioning and approving the mission of the business and its objectives and goals.

9. The Board is responsible for adopting a strategic planning process and approving and reviewing, on at least an annual basis, the business, financial and strategic plans by which it is proposed the Company may reach those goals, and such strategic plans will take into account, among other things, the opportunities and risks of the business.

10. The Board has the responsibility to provide input to management on emerging trends and issues and on strategic plans, objectives and goals that management develops.

Monitoring of Financial Performance and Other Financial Reporting Matters

11. The Board is responsible for enhancing congruence between shareholder expectations, Company plans and management performance.

12. The Board is responsible for:

a. adopting processes for monitoring the Company’s progress toward its strategic and operational goals, and to revise and alter its direction to management in light of changing circumstances affecting the Company; and

b. taking action when Company performance falls short of its goals or as other special circumstances warrant.

13. The Board shall be responsible for approving the audited consolidated financial statements; interim consolidated financial statements and the notes and Management’s Discussion and Analysis accompanying such consolidated financial statements.

14. The Board is responsible for reviewing and approving material transactions outside the ordinary course of business and those matters the Board is required to approve under the Company’s governing statute, including the payment of dividends, issuance, purchase and redemption of securities, acquisitions and dispositions of material property, plant and equipment and material capital expenditures.

Risk Management

15. The Board has responsibility for the identification of the principal risks of the Company’s business and ensuring the implementation of appropriate systems to effectively monitor and manage such risks with a view to the long-term viability of the Company and achieving a proper balance between the risks incurred and the potential return to the Company’s shareholders.

16. The Board is responsible for the Company’s internal control and management information systems.

Policies and Procedures

17. The Board is responsible for:

a. developing the Company’s approach to corporate governance and approving and monitoring compliance with all significant policies and procedures related to corporate governance; and

b. approving policies and procedures designed to ensure the Company operates at all times within applicable laws and regulations and to the highest ethical and moral standards and, in particular, adopting a written code of business conduct and ethics which is applicable to directors, officers and employees of the Company and which constitutes written standards that are reasonably designed to promote integrity and to deter wrongdoing.

18. The Board enforces its policy respecting confidential treatment of the Company’s proprietary information and Board deliberations.

19. The Board is responsible for monitoring compliance with the Company’s Code of Business Conduct and Ethics. Any waivers from the code that may be granted for the benefit of the Company’s directors or executive officers must be granted by the Board (or a Board committee) only.

Communications and Reporting

20. The Board has approved and will revise from time to time as circumstances warrant a Corporate Disclosure Policy to address communications with shareholders, employees, financial analysts, the media and such other outside parties as may be appropriate.

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21. The Board is responsible for:

a. overseeing the accurate reporting of the financial performance of the Company to shareholders, other security holders and regulators on a timely and regular basis;

b. overseeing that the financial results are reported fairly and in accordance with Canadian generally accepted accounting standards and related legal disclosure requirements;

c. taking steps to enhance the timely disclosure of any other developments that have a significant and material impact on the Company;

d. reporting annually to shareholders on its stewardship for the preceding year; and

e. overseeing the Company’s implementation of systems that accommodate feedback from stakeholders.

Position Descriptions

22. The Board is responsible for:

a. developing position descriptions for the Chair of the Board, the chair of each Board committee and the Chief Executive Officer (which will include delineating management’s responsibilities);

b. approving the corporate goals and objectives that the Chief Executive Officer is responsible for meeting; and

c. developing a position description for the directors which sets out the expectations and responsibilities of directors, including basic duties and responsibilities with respect to attendance at Board meetings and advance review of meeting materials.

Orientation and Continuing Education

23. The Board is responsible for:

a. ensuring all new directors receive a comprehensive orientation, that they fully understand the role of the Board and its committees, as well as the contribution individual directors are expected to make (including the commitment of time and resources that the Company expects from its directors) and that they understand the nature and operation of the Company’s business; and

b. providing continuing education opportunities for all directors, so that individuals may maintain or enhance their skills and abilities as directors, as well as to ensure their knowledge and understanding of the Company’s business remains current.

Human Resources of Directors

24. In connection with the nomination or appointment of individuals as directors, the Board is responsible for:

a. considering what competencies and skills the Board, as a whole, should possess;

b. assessing what competencies and skills each existing director possesses;

c. considering the appropriate size of the Board, with a view to facilitating effective decision making; and

d. considering whether or not each new nominee can devote sufficient time and resource to his or her duties as a board member.

In carrying out each of these responsibilities, the Board will consider the advice and input of the Human Resources and Corporate Governance Committee.

While the Board does not restrict the number of public company boards on which a director may serve, each director should ensure that he or she is able to devote sufficient time and resources to carrying out their duties as a board member effectively. As a general rule, directors are not permitted to join a board of another public company on which two or more other directors of the Company serve.

25. Director nominees shall be selected by a majority of the independent directors.

Board Evaluation

26. The Board is responsible for ensuring that the Board, its committees and each individual director are regularly assessed regarding his, her or its effectiveness and contribution. An assessment will consider, in the case of the Board or a Board committee, its mandate or charter and in the case of an individual director, any applicable position description, as well as the competencies and skills each individual director is expected to bring to the Board.

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Annual Review

27. The Human Resources and Corporate Governance Committee shall review and reassess the adequacy of this mandate at least annually and otherwise as it deems appropriate and recommend changes to the Board, as necessary. The Human Resources and Corporate Governance Committee will ensure this mandate or a summary that has been approved by the Human Resources and Corporate Governance Committee is disclosed in accordance with all applicable securities laws or regulatory requirements in the Company’s annual management information circular or such other annual filing as may be permitted or required by applicable securities regulatory authorities.

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Appendix B – Committee Charters

Audit Committee Charter

A.      Purpose

The Audit Committee shall be directly responsible for the appointment, compensation and oversight over the work of the Company’s public accountants. The Audit Committee shall monitor: (1) the integrity of the consolidated financial statements of the Company; (2) the Company’s compliance with legal and regulatory requirements; (3) the public accountants’ qualifications and independence; and (4) the performance of the Company’s internal audit function and public accountants. The Audit Committee shall oversee the preparation of and review the report required by the rules of the Securities and Exchange Commission to be included in the Company’s annual proxy statement.

B.       Committee Membership

The Audit Committee shall consist of no fewer than three members. Each member of the Audit Committee shall be unrelated and independent, and the composition of the Audit Committee shall satisfy the independence, experience and financial expertise requirements of the Nasdaq Global Market, The Toronto Stock Exchange and Section 10A of the Securities Exchange Act of 1934, as amended by the Sarbanes-Oxley Act of 2002, and the rules promulgated thereunder. The Board shall appoint the members of the Audit Committee annually, considering the recommendation of the Human Resources and Corporate Governance Committee, and further considering the views of the Chair of the Board and the Chief Executive Officer, as appropriate. The members of the Audit Committee shall serve until their successors are appointed.

The Board shall have the power at any time to change the membership of the Audit Committee and to fill vacancies in it, subject to such new member(s) satisfying the independence, experience and financial expertise requirements referred to above. Except as expressly provided in this Charter or the by-laws of the Company, or as otherwise provided by law or the rules of the stock exchanges to which the Company is subject, the Audit Committee shall fix its own rules of procedure.

C.       Committee Authority and Responsibilities

The Audit Committee shall have the sole authority to appoint or replace the public accountants (subject, if applicable, to shareholder ratification), and shall approve all audit engagement fees and terms and all non-audit engagements with the public accountants. The Audit Committee shall consult with management but shall not delegate these responsibilities. In its capacity as a committee of the Board, the Audit Committee shall be directly responsible for the oversight of the work of the public accounting firm (including resolution of disagreements between management and the public accounting firm regarding financial reporting) for the purpose of preparing or issuing an audit report or related work, and the public accounting firm shall report directly to the Audit Committee. The Audit Committee shall have the authority, to the extent it deems necessary or appropriate, to retain and set and pay the compensation for special legal, accounting or other consultants to advise the committee and carry out its duties, and to conduct or authorize investigations into any matters within its scope of responsibilities.

The Audit Committee may request any officer or employee of the Company or the Company’s outside counsel or public accountants to attend a meeting of the Audit Committee or to meet with any members of, or consultants to, the Audit Committee. The Audit Committee shall have the ability to communicate directly with the public accountants and the Company’s internal auditor (if applicable).

The Audit Committee shall make regular reports to the Board. The Audit Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Audit Committee shall annually review the Audit Committee’s own performance.

In performing its functions, the Audit Committee shall undertake those tasks and responsibilities that, in its judgment, would most effectively contribute and implement the purposes of the Audit Committee. The following functions are some of the common recurring activities of the Audit Committee in carrying out its oversight responsibility:

· Review and discuss with management and the public accountants the Company’s annual audited consolidated financial statements, including disclosures made in Management’s Discussion and Analysis of Financial Condition and Results of Operations and recommend to the Board whether the audited consolidated financial statements should be included in the Company’s annual report.

· Review and discuss with management and the public accountants the Company’s quarterly financial statements, including disclosures made in Management’s Discussion and Analysis of Financial Condition and Results of Operations or similar disclosures, prior to the filing of its quarterly report.

· Review and discuss with management and the public accountants the financial information and consolidated financial statements contained in any prospectus, registration statement, annual information form, circular or other material disclosure document of the Company, in each case prior to the filing of such documents.

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· Review and discuss with management and the public accountants, as applicable: (a) major issues regarding accounting principles and consolidated financial statement presentations, including any significant changes in the Company’s selection or application of accounting principles, and major issues as to the adequacy of the Company’s internal controls and any special audit steps adopted in light of material control deficiencies; (b) analyses prepared by management or the public accountants setting forth significant financial reporting issues and judgments made in connection with the preparation of the consolidated financial statements, including analyses of the effects of alternative IFRS methods on the consolidated financial statements; (c) any management letter provided by the public accountants and the Company’s response to that letter; (d) any problems, difficulties or differences encountered in the course of the audit work, including any disagreements with management or restrictions on the scope of the public accountants’ activities or on access to requested information and management's response thereto; (e) the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the consolidated financial statements of the Company; and (f) prior to their release, earnings press releases, as well as financial information and earnings guidance (generally or on a case-by-case basis) provided to analysts and rating agencies.

· Discuss with management the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies.

· Obtain and review a report from the public accountants at least annually regarding: (a) the public accountants’ internal quality control procedures; (b) any material issues raised by the most recent quality control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm; (c) any steps taken to deal with any such issues; and (d) all relationships between the public accountants and the Company.

· Evaluate the qualifications, performance and independence of the public accountants, including a review and evaluation of the lead partner of the public accountants and taking into account the opinions of management.

· Ensure the lead audit partner of the public accountants and the audit partner responsible for reviewing the audit are rotated at least every five years as required by the Sarbanes-Oxley Act of 2002.

· Discuss with management and the public accountants any accounting adjustments that were noted or proposed by the public accountants but were passed (as immaterial or otherwise).

· Establish procedures for: (a) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and (b) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

· Review disclosures made by the Company’s principal executive officer or officers and principal financial officer or officers regarding compliance with their certification obligations as required under the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder, including the Company's disclosure controls and procedures and internal controls for financial reporting and evaluations thereof.

· Review with management and approve the Company’s investment policies for its securities portfolio and review the portfolio management performance.

· Review the performances of the Chief Financial Officer and other senior executives involved in the financial reporting process, review financial and accounting personnel succession planning within the Company and, where possible, consult on the appointment of, or departure of, individuals occupying these positions.

D.      Limitations of Audit Committee's Roles

While the Audit Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Audit Committee to prepare consolidated financial statements, plan or conduct audits or to determine that the Company’s consolidated financial statements and disclosures are complete and accurate and are in accordance with Canadian generally accepted accounting principles and applicable rules and regulations. These are the responsibilities of management and the public accountants.

Human Resources and Corporate Governance Committee Charter

A. Purpose

The Human Resources and Corporate Governance Committee shall support the Board of Directors in exercising its human resources and corporate governance functions, including:

· with respect to human resources: (i) assist the Board of Directors in ensuring that the necessary policies and processes are in place by which all employees of the Company, with special attention to the executive group, will be fairly and competitively compensated; and (ii) produce a report on executive compensation for inclusion in the Company’s proxy statement in accordance with applicable rules and regulations; and

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· with respect to corporate governance: (i) identify individuals qualified to become Board members, and recommend that the Board select the director nominees for the next annual meeting of shareholders; and (ii) develop and recommend to the Board the corporate governance guidelines and processes applicable to the Company, review these guidelines and processes at least annually and recommend changes to the Board.

B. Committee Membership and Procedure

The Committee shall consist of no fewer than three members. Each member of the Committee shall satisfy the independence requirements of applicable securities and exchange legislation and listing requirements (including the independence requirements of the Nasdaq Global Market, the Toronto Stock Exchange and Section 10A of the Securities Exchange Act of 1934, as amended by the Sarbanes-Oxley Act of 2002, and the rules promulgated thereunder) and, if deemed appropriate from time to time, meet the definition of “non-employee director” under Rule 16b-3 under the Securities Exchange Act of 1934, and “outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986.

Each member of the Committee shall have direct experience relevant to his or her responsibilities in executive compensation and have skills and experience that make him or her to make decisions on the suitability of the Company’s compensation policies and practices.

The Board shall appoint the members of the Committee, considering the views of the Chair of the Board and the Chief Executive Officer, as appropriate. The members of the Committee shall serve until their successors are appointed and qualified, and shall designate the Chair of the Committee. The Board shall have the power at any time to change the membership of the Committee and to fill vacancies in it, subject to such new member(s) satisfying the above requirements.

Except as expressly provided in this Charter, the by-laws of the Company or the guidelines determined by the Board of Directors or as otherwise provided by law or the rules of the stock exchange to which the Company is subject, from time to time, the Committee shall fix its own rules of procedure.

C. Committee Authority and Responsibilities

The Committee shall exercise the functions described below, which are delegated by the Board of Directors, as well as any other functions that may from time to time delegated by the Board of Directors.

With respect to human resources:

· Annually review and approve, on an aggregate basis, the total compensation of all employees of the Company and all subsidiaries of the Company.

· Annually review and approve corporate goals and objectives relevant to Chief Executive Officer’s compensation, evaluate the Chief Executive Officer’s performance in light of those goals and objectives, and set the Chief Executive Officer’s compensation level based on this evaluation.

· Annually review the Chief Executive Officer’s evaluation of the performance of the other officers of the Company and such other senior management and key employees of the Company or any subsidiary of the Company as may be identified to the Committee by the Board (collectively, the “Designated Executives”) and review the Chief Executive Officer’s recommendations with respect to the amount of compensation to be paid to the Designated Executives.

· Annually review, assess the competitiveness and appropriateness of and approve the compensation package of each of the Designated Executives.

· Review and approve any employment contracts or arrangements with each of the Designated Executives, including any retiring allowance arrangements or any similar arrangements to take effect in the event of a termination of employment.

· Review and recommend to the Board compensation policies and processes and in particular, the compensation policies and processes for the Designated Executives.

· In determining the long-term incentive component of the Chief Executive Officer’s compensation and each Designated Executive’s compensation, consider the Company’s performance and relative shareholder return, the value of similar incentive awards to executives at comparable companies, and the awards given to Company executives in past years.

· Make recommendations to the Board with respect to incentive compensation and equity-based plans, and review and make recommendations with respect to the performance or operating goals for participants in such plans.

· Have the sole authority to retain and terminate any compensation consultant to be used to assist in the evaluation of director, Chief Executive Officer or senior executive compensation and have sole authority to approve the consultant’s fees and other retention terms.

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· Adopt, administer, approve and ratify awards under incentive compensation and stock plans, including amendments to the awards made under any such plans, and review and monitor awards under such plans.

· Review and report to the Board on the appropriateness of the succession planning of the Company, including appointing, training and monitoring senior management.

· Review the significant human resources policies, plans and programs of the Company to ensure they are supportive of the Company’s near and long-term strategies, including matters pertaining to diversity and inclusion.

· Undertake on behalf of, and in an advisory capacity to, the Board such other initiatives as may be necessary or desirable to assist the Board in discharging its responsibility to ensure that appropriate human resources development, performance evaluation, compensation and management development programs are in place and operating effectively.

With respect to corporate governance:

· The Committee shall develop qualification criteria for Board members, and actively seek, interview and screen individuals qualified to become Board members for recommendation to the Board in accordance with the guidelines determined by the Board of Directors, from time to time.

· The Committee shall have the sole authority to retain and terminate any search firm to be used to identify director candidates and shall have sole authority to approve the search firm's fees and other retention terms.

· The Committee shall annually receive comments from all directors and report annually to the Board with an assessment of the Board’s and individual director’s performance.

· The Committee shall develop and recommend to the Board a Code of Business Conduct and Ethics, and shall consider any requests for waivers from the Company’s Code of Business Conduct and Ethics. The Company shall make disclosure of such waivers to the Securities and Exchange Commission and, as required, to the exchanges on which the Company’s securities are listed for trading.

The Committee shall review annually, or more often if appropriate, the directors who are members (including qualifications and requirements), structure (including authority to delegate) and performance of committees of the Board (including reporting to the Board), and make recommendations to the Board, as appropriate.

· The Committee shall serve in an advisory capacity to the Board and Chair of the Board on matters of organizational and governance structure of the Company and the conduct of the Board.

In connection with the foregoing authority and responsibilities:

· The Committee shall have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.

· The Committee shall make regular reports to the Board.

· The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.

· The Committee shall annually review its own performance.

· The Committee may form and delegate authority to subcommittees when appropriate.

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CORPORATE OFFICE

Hydrogenics Corporation

220 Admiral Boulevard

Mississauga, Ontario

Canada L5T 2N6

TEL: (905) 361-3660

Fax: (905) 361-3626

www.hydrogenics.com

EX-99.3

Exhibit 99.3

 

 

Hydrogenics Corporation

Table of Contents
Message to Shareholders		2
Management’s Responsibility for Financial Reporting		4
Management Discussion and Analysis
1.	Our Business	5
2.	Growth Strategy	8
3.	Operating Results	9
4.	Financial Condition	15
5.	Summary of Quarterly Results	16
6.	Liquidity and Capital Resources	18
7.	Outstanding Share Data	22
8.	Critical Accounting Estimates	22
9.	Changes in Accounting Policies and Recent Accounting Pronouncements	23
10.	Strategy and Outlook	24
11.	Related Party Transactions	26
12.	Disclosure Controls	26
13.	Internal Control Over Financial Reporting	26
14.	Reconciliation of Non-IFRS Measures	27
15.	Risk Factors	28
16.	Forward-looking Statements	30
Consolidated Financial Statements
	Management’s Report on Internal Control over Financial Reporting	32
	Independent Auditor’s Report	33
	Consolidated Financial Statements	35
	Notes to Consolidated Financial Statements	39
Board of Directors		84

Hydrogenics Corporation

Presidents Message

Building, Connecting, Growing.

Hydrogenics is hard at work building a bridge between the old world of energy and the new – we are stretching to span a very wide gap, as the world’s fossil fuel habit will not be broken easily. Over one hundred years of incumbency is tough to counter, and building bridges is not easy work. There is nothing to stand on in the middle of the gap. The tenuous working from both sides looks futile at first but, then, as the gap narrows, confidence grows. For this effort to be successful, teamwork, partnership and trust are everything.

We have been building our team for over twenty-four years. It’s a winning team. It’s a strong team. It’s a committed team – a team that is fully up to the job of bridging the gap. We have the foundational technical skills to solve the challenges of optimizing electrochemistry. We have the commercial skills to engage some of the world’s largest companies and invite them into commercial partnership to innovate together. Most importantly, we have the ragged determination that this bridge will be built. Before any comment on the past year I just wanted to start by acknowledging the strength of the people that make up our small but powerful team. We are all bridge builders.

Partnership has been the cornerstone for some very encouraging developments which do, indeed, inspire confidence that the gap is closing on our mission. Large incumbent firms are now deeply engaged with Hydrogenics to bring new solutions to reality at full scale. In September 2018, after three years of development, certification, and testing work, Alstom’s hydrogen fuel cell trains – using our technology – came into regular public service in Germany. Together with our partner Alstom Transport, we have brought zero emission, wireless commuter rail to reality. The cross-linking of mature electric rail coaches with innovative fuel cell technology has shepherded in a new age in rail transportation. The acceleration of interest due to this first important reference site has been a joy to watch. We could not have done this from our side alone – we needed a partner. Alstom has proven to have the tenacity, fortitude and strength to face many challenges and get the job done. By eliminating the need for costly and unsightly overhead electrical infrastructure, and with innovative energy management approaches, we have brought the cost of electrified rail down significantly. Cleaner, cheaper, better and faster, it is all there. We are currently active with Alstom on initiatives in Germany, France, the UK, and in North America. The scale of the opportunities now in sight for this application are inspiring indeed.

Trust is the last critical component of bridge building, and recent developments in our relationship with Air Liquide stand firmly in this column. For many years Air Liquide has been a partner and customer for our industrial electrolysis products. We know each other well. In fact, our first Board Chair as a public company was the late Norman Seagram, formerly the CEO of Air Liquide Canada. Having Air Liquide as a major shareholder was in some way a natural evolution based on many years of connection. Underlining the trust between us was the award for the world’s largest PEM electrolysis project at 20MW, producing 8 metric tons of Hydrogen per day. Crossing the chasm from old to new methods is a risky step – it takes courage, conviction and boldness. At all levels in Air Liquide there is a deep conviction that scaling up hydrogen electrolysis technology is a critical component to the decarbonation of the energy and industrial sectors. The trust of Air Liquide was inspired by what we have already accomplished in scaling up the world’s most compact, efficient and cost-effective electrolysis system. Evidence on the ground – the Enbridge energy storage site in Ontario – was the foundation in which trust could be placed. We are deeply grateful that Air Liquide has chosen to be a willing partner with us as we take a giant step towards closing the gap. This major North American hydrogen generation reference site will be the precursor for even larger projects in the years to come.

Multiple strands of cable, multiple parallel structural supports, and multiple points of securement are all key elements of bridge-building. Our strategy has been to keep open several pathways and approaches rather than to narrow our aspirations prematurely. We have proven capabilities in large-scale hydrogen generation and in a standardized, low-cost and reliable fuel cell platform. We have worked on multiple applications to learn and refine our understanding of where value can be created. Over time we have focused and concentrated our efforts, while our offerings are being met from the “other side” with interest and enthusiasm. However, not all the strands of engagement progress at the same rate. Some, such as our efforts in China, go through robust cycles which are then followed by some slower progress. Nevertheless, the goal and end game remain the same. Today the connections and relationships we have with Alstom, Air Liquide, Enbridge and many other large firms around the globe have reduced the gap between the old energy world and the new. None of this would have happened without such strong partnerships.

President’s Message to Shareholders Page 2

Hydrogenics Corporation

We also continue to enjoy the support of our shareholders, some of whom have been with us for many years, and some for a lesser time. Their confidence in us has allowed us to keep building, connecting, growing and showing that it “can be done.” I have no reason to doubt that this belief in us will be well rewarded. We’ve also been assisted by government policies, programs, and funding here in Canada as well as many other parts of the world. We have been supported by a patient and wise Board of Directors. We are conscious every day of the multiple stakeholders who support us in our mission of closing the gap.

As we look forward to the coming year, two things stand out. First, the work of delivering on major commitments and programs is ahead of us. We have been preparing for this a long time. Robust design, careful checking, and rigorous planning – complemented by teamwork and a conscientious management system – are all in place. We have always counted on both a strong strategy and capable execution. Second, our job in spreading the confidence we have in these reference sites and projects is critical to accelerating the growth opportunity. The trains in Germany, our Power-to-Gas facility with Enbridge in Canada, and our vehicles on the road all over the world are a strong testament that the bridge to a new place is possible.

On May 24^th, 1883 when the Brooklyn bridge opened, 150,000 people and 1800 vehicles crossed the bridge. However, it took John Augustus Roebling 15 years to sell the idea, and it was his son who finished the job between construction approval in 1867 and completion 16 years later. I’m sure there were many nay-sayers, disbelievers and skeptics over the whole journey, but on opening day there was no doubt. The river had been crossed, and the bridge was a whole new path to travel for everyone. One hundred and thirty-six years later, it still stands and serves as a thing of beauty. This is the kind of work that is worth committing your life to.

 

Daryl C.F. Wilson

President & Chief Executive Officer

President’s Message to Shareholders Page 3

Hydrogenics Corporation

Management’s Responsibility for Financial Reporting

Management’s Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements have been prepared by management and approved by the Board of Directors of Hydrogenics Corporation (the “Company”). The consolidated financial statements were prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”) and where appropriate, reflect management’s best estimates and judgments. Where alternative accounting methods exist, management has chosen those methods considered most appropriate in the circumstances. Management is responsible for the accuracy, integrity and objectivity of the consolidated financial statements within reasonable limits of materiality, and for maintaining a system of internal controls over financial reporting as described in “Management’s Report on Internal Control Over Financial Reporting.” Management is also responsible for the preparation and presentation of other financial information included in the Annual Report and its consistency with the consolidated financial statements.

The Audit Committee, which is appointed annually by the Board of Directors and comprised exclusively of independent directors, meets with management as well as with the independent auditors to satisfy itself that management is properly discharging its financial reporting responsibilities and to review the consolidated financial statements and the independent auditors’ report.

The Audit Committee reports its findings to the Board of Directors for consideration in approving the consolidated financial statements for presentation to the shareholders.

The Audit Committee considers, for review by the Board of Directors and approval by the shareholders, the engagement or reappointment of the independent auditors.

The shareholders’ auditors have full access to the Audit Committee, with and without management being present, to discuss the consolidated financial statements and to report their findings from the audit process. The consolidated financial statements have been audited by the shareholders’ independent auditors, PricewaterhouseCoopers LLP, Chartered Professional Accountants, and their report is provided herein.

Daryl C. F. Wilson	Marc Beisheim
President and Chief Executive Officer	Chief Financial Officer

March 15, 2019

Mississauga, Ontario

2018 Management’s Discussion and Analysis Page 4

Hydrogenics Corporation

1 Our Business

Who We Are

Hydrogenics, together with its subsidiaries, is a globally recognized leader in the design, development and manufacture of hydrogen generation, energy storage and fuel cell products based on water electrolysis technology and proton exchange membrane (“PEM”), technology. Hydrogenics’ mission is to provide safe, secure, sustainable and emission free energy as a leading global provider of clean energy solutions based on hydrogen. We maintain operations in Belgium, Canada and Germany with a satellite office in the United States and branch offices in Russia and Indonesia.

We believe our intellectual property provides us with a strong competitive advantage and represents a significant barrier to entry. As part of our portfolio, we maintain a collection of innovative energy storage patents with broad and exclusive rights concerning the use of excess electrical power to produce hydrogen from water while simultaneously providing electric grid stabilization services. We believe these patents place Hydrogenics in the strongest possible position to build our company over the long term and will continue to strengthen our efforts as electric grid operators look to hydrogen as an important strategy for utility-scale energy storage.

How We Are Organized

We operate in various geographic markets and organize ourselves in two reportable segments being Onsite Generation and Power Systems.

Our OnSite Generation business segment is primarily based in Oevel, Belgium and develops products for industrial gas, hydrogen fueling and renewable energy storage markets. For the year ended December 31, 2018, our OnSite Generation business reported revenues of $18.3 million and, at December 31, 2018, had 81 full-time employees.

Our Power Systems business segment is primarily based in Mississauga, Canada, with operations in Gladbeck, Germany, and a satellite facility in Carlsbad, California, USA, and develops products for energy storage, motive power and stationary applications. For the year ended December 31, 2018 our Power Systems business reported revenues of $15.6 million and, at December 31, 2018 had 102 full-time employees.

Where applicable, corporate and other activities are reported separately as Corporate and Other. This is the provision of corporate services and administrative support. At December 31, 2018, our corporate segment had four full-time employees.

OnSite Generation

Our OnSite Generation business segment, is based on water electrolysis technology which involves the decomposition of water into oxygen and hydrogen gas by passing an electric current through a liquid electrolyte (“alkaline”) or a solid PEM. The resultant hydrogen gas is then captured and used for industrial gas applications, hydrogen fueling applications, and is used to store renewable and surplus energy in the form of hydrogen gas (commonly referred to as “Power-to-Gas”).

Historically the demand for onsite generation of hydrogen gas has been driven by relatively modest manufacturing market applications for industrial hydrogen. A typical unit for these applications would generate 20 to 60 normal cubic meters of hydrogen and consume 100 to 300 kilowatt (kW) of electrical energy. We serve this market with our HySTAT® and HyLYZER® branded alkaline electrolyzer products, which are based on 60 years of hydrogen experience, meet international standards, such as ASME, CE, Rostechnadzor and UL, and are certified ISO 9001 from design to delivery. We configure our HySTAT® products for both indoor and outdoor applications and tailor our products to accommodate various hydrogen gas requirements. Our OnSite Generation products are sold to leading merchant gas companies, such as Air Liquide and Linde Gas and end-users requiring high purity hydrogen produced on-site for industrial applications.

Hydrogenics is also one of the leaders in Power-to-Gas market, an innovative energy conversion and storage solution using PEM electrolysis. Our modular PEM stack electrolyzer is the most power dense unit in the market today and is ideally suited for large scale, multi megawatt energy storage applications. Power-to-Gas is the three-step process of integrating renewable sources of generation by load-following, converting the surplus electricity to hydrogen or renewable gas, and finally the gas is used for fuel, power generation or industrial purposes. An electrolyzer provides the rapid, dynamic response to the Independent System Operator’s signals to accurately load-follow the intermittent generation pattern of renewable sources such as wind turbines. Surplus electricity can be stored for consecutive days or even consecutive weeks without the need to discharge; it is a seasonal storage capability. This energy storage solution bridges the power grid and the gas grid to unlock new options. It enhances the flexibility of managing the power grid and provides the means to capitalize on the vast potential of alternative sources of generation to produce a local source of renewable gas to de-carbonize the gas system. Hydrogenics is working with global energy utilities such as Uniper and, most recently in a joint venture with Enbridge, to commercialize Power-to-Gas energy storage.

2018 Management’s Discussion and Analysis Page 5

Hydrogenics Corporation

In addition to Power-to-Gas market, large-scale industrial applications are also appearing for the fueling market, which can be supported by the same PEM electrolysis technology we use for Power-to-Gas. Fueling market opportunities are being driven by the planned deployment of heavy mobility applications for trains, buses and trucks with fleet-based requirements. We also are promoting electrolysis in hydrogen fueling stations combined with possible Power-to-Gas solutions at a distributed storage level. The electrolyzer can be used to generate hydrogen during periods of surplus energy levels, thus absorbing the excess energy at lower cost to generate hydrogen. This hydrogen is then stored at site and can be used to fuel hydrogen cars, trains, trucks and buses. If the surplus power is generated from renewable energy sources such as wind and solar, the potential exists for a completely zero-emission “green” solution as hydrogen fuel cell vehicle emissions only produce water vapor.

During the past year, we have identified several large-scale applications which would consume 10 to 100 megawatts (“MW”) of power, which is 100 to 300 times larger than a typical industrial unit to date. On February 25, 2019, we announced the first award of such a project at 20 MW for Air Liquide Canada. On December 21, 2018, we announced the signing of a Technology and Business Development Agreement (“TBDA”) with The Hydrogen Company (“H2C”), a wholly-owned subsidiary of L’Air Liquide S.A. (“Air Liquide”). The terms of the TBDA provide for the joint development of a large scale PEM electrolysis solution focused on lowering the total cost of ownership and collaboration to bid this solution on large scale PEM electrolysis projects worldwide.

Engagement with other lead customers, such as Uniper and Enbridge, continues to suggest substantial long-term opportunity for Power-to-Gas, an application for energy conversion and storage. The ongoing commercialization of these applications will coincide with changes to legal and regulatory frameworks in countries that recognize the commercial importance of energy storage as a key factor in energy management and reducing a carbon footprint for electricity generation. A notable development in 2018 was the adoption of the Renewable Energy Directive, Part ii in June by the European union, which formally sanctioned hydrogen as a zero-emission solution across both motive and Power-to-Gas applications.

The business objectives for our OnSite Generation group are to: (i) continue to pursue opportunities for customers to convert otherwise wasted renewable energy, such as wind, solar or excess baseload energy, into hydrogen; (ii) further expand into global markets, such as Eastern Europe (including Russia), Asia, Australia, North America and the Middle East; (iii) grow our fueling station business; (iv) further increase the gross margins of existing product lines by improving our procurement and manufacturing processes; (v) reduce the total cost of ownership of our products through design and technology improvement; and (vi) further increase the reliability and durability of our products to exceed the expectations of our customers and improve the performance of our applications.

Power Systems

Our Power Systems business segment is based on PEM fuel cell technology, which transforms chemical energy liberated during the electrochemical reaction of hydrogen and oxygen into electrical energy. Our HyPM® branded fuel cell products are based on our extensive track record of on-bench testing and real-time deployments across a wide range of stationary and motive power profiles. We configure our HyPM® products into multiple electrical power outputs ranging from three kW to one MW with ease of integration, high reliability and operating efficiency, delivered from a highly compact fuel cell and balance of stack design.

Our target markets include motive power applications, such as trains, buses, trucks and heavy-duty utility vehicles and stationary power applications (including primary and back-up power). Our target future addressable markets (stationary power and mobility markets) are estimated to be in excess of $2 billion specifically related to power systems now largely served by diesel power generation and other liquid fuels.

Our Power Systems products are sold to leading Original Equipment Manufacturers (“OEMs”) and drive systems integrators for motive power. Additionally, our products are sold for prototype field tests intended to be direct replacements for traditional lead-acid battery packs for motive applications. We also sell our power systems in stationary power applications such as those employed for telecom applications. Finally, we also sell our Power Systems products to aerospace, military and other early adopters of emerging technologies.

2018 Management’s Discussion and Analysis Page 6

Hydrogenics Corporation

The business objectives for our Power Systems group are to: (i) offer a standard fuel cell platform configurable for many markets, thereby enabling manufacturing efficiencies and reduced development spending; (ii) achieve further market penetration in the stationary power and motive power markets by tailoring our HyPM® fuel cell products to meet market specific requirements, including price, performance and features; (iii) reduce product cost while improving durability and reliability; (iv) invest in sales and market development activities in the backup power and motive power markets; (v) continue to target early adopters of emerging technologies as a bridge to future commercial markets; and (vi) secure the requisite people and processes to align our anticipated growth plans with our resources and capabilities.

Our Power Systems business competes with several well-established battery and internal combustion engine companies in addition to several other fuel cell companies. We compete on relative price to performance, design innovation and ease of integration. In the backup power market, we believe our HyPM® systems have an advantage over batteries and internal combustion engines for customers seeking extended run requirements, by offering more reliable and economical performance. In motive power markets, we believe our HyPM® products are well positioned against diesel generation and lead-acid batteries by offering increased productivity, lower operational costs and extended range.

There are four types of fuel cells other than PEM fuel cells that are generally considered to have possible commercial applications, including phosphoric acid fuel cells, molten carbonate fuel cells, solid oxide fuel cells and alkaline fuel cells. Each of these fuel cell technologies differs in their component materials and operating characteristics. While all fuel cell types may have potential environmental and efficiency advantages over traditional power sources, we believe PEM fuel cells can be manufactured less expensively and are more efficient and more practical in compact-scale stationary and motive power applications. Furthermore, most automotive companies have selected PEM technology for fuel cell powered automobiles. We expect this will help establish concentration around PEM technology and may result in a lower cost in the supply chain, as compared to the other fuel cell technologies.

How We Sell Our Products

Our products are sold worldwide to OEMs, systems integrators and end-users through a direct sales force and a network of distributors. Our sales method varies depending on the product offering, market and stage of technology adoption. As discussed above, the terms of the TBDA with Air Liquide provide for a joint collaboration to bid on large scale PEM electrolysis projects.

Intellectual Property

We protect our intellectual property by means of a combination of patents, copyrights, trademarks, trade secrets, licenses, non-disclosure agreements and contractual provisions. We generally enter into non-disclosure and confidentiality agreements with each of our employees, consultants and third parties that have access to our proprietary technology. We currently hold 175 patents in a variety of jurisdictions and have 45 patent applications pending. Additionally, we enter into commercial licenses and cross-licenses to access third party intellectual property.

We believe our intellectual property provides us with a strong competitive advantage and represents a significant barrier to entry into our industry for potential competitors.  As part of our patent portfolio, we maintain a collection of innovative energy storage patents with broad and exclusive rights concerning the use of excess electrical power to produce hydrogen from water while simultaneously providing electric grid stabilization services.  We believe these patents place Hydrogenics in the strongest possible position to build our Company over the long-term and will continue to strengthen our efforts across the target markets and applications described above.

We typically retain sole ownership of intellectual property developed by us. In certain situations, we provide for shared intellectual property rights. We have these rights in perpetuity, including subsequent improvements to the licensed technology.

Given the relative early stages of our industry, our intellectual property is and will continue to be important in providing differentiated products to customers.

2018 Management’s Discussion and Analysis Page 7

Hydrogenics Corporation

Government Regulation

We are not subject to regulatory commissions governing traditional electric utilities and other regulated entities in any of the jurisdictions that we operate in. Our products are subject to oversight and regulation by governmental bodies in regards to building codes, fire codes, public safety, electrical and gas pipeline connections and hydrogen siting, among others.

2 Growth Strategy

Our strategy is to develop electrolyzer and fuel cell products for sale to OEMs, integrators, electric utilities, gas utilities, merchant gas companies, municipalities and other owners of mass transit applications (such as buses and trains) and end-users requiring highly reliable products offered at competitive prices. We believe our success will be substantially predicated on the following factors:

Increasing Market Penetration

At December 31, 2018, we had 17 full-time staff employed in sales functions. Five of our senior management team are also actively involved in sales initiatives, including maintaining close contact with our more significant customers. Our focus remains to strengthen the sales function by continually assessing responsibilities to permit dedicated sales leadership, obtaining detailed assessments of markets, and leveraging our strategic relationships with companies such as Enbridge, Air Liquide and Alstom.  Notable in 2018 was the signing of the TBDA with Air Liquide noted in Section 1 above.

During 2018, we continued the focus prior years on developing several key markets and geographies. After a strong start in the Chinese market in 2017 for Power Systems, progress slowed in 2018. The integration and deployment of the earlier shipped volumes consumed the available execution capability to deploy more. We anticipate ongoing growth in demand in China and we continue our discussions with multiple existing and new partners to realize further sales and deliver on current backlog. Also on the mobility front, work continued on our 10 year contract to develop and supply hydrogen fuel cell propulsion systems for Alstom Transport for passenger rail in Europe. Notable in 2018 was the certification and subsequent commissioning into service of the Coradia iLint platform. This has provided Alstom with a significant catalyst in their sales efforts for the platform as it is now in service and production orders under our contract are expected in 2019. We are also actively investigating extending hydrogen rail opportunities into other markets; notably, in North America, Europe and Asia.

Additionally, we have developed or maintained relationships with third parties we believe are well positioned in our relevant markets to identify new opportunities for our products. In the industrial gas market, these third parties include leading merchant gas companies, such as Air Liquide. In the energy storage market, we are leveraging our strategic relationship with Enbridge. During 2018, the energy storage facility project was commissioned and accepted by the Independent Energy Service Operator (“IESO”). The facility began in-service operations under an IESO Regulation Services contract effective May 2018.

Please also refer to Section 1 Our Business under Power Systems and OnSite Generation for further discussion related to increasing our market penetration.

Future Markets

There are several drivers which will accelerate growth in our markets in the coming year. Electrification of transport, elimination of diesel fuel and ongoing concern about air quality are major themes. Increasingly around the world, governments are supporting these themes with policy and funding initiatives. Hydrogen is a versatile energy carrier which enables the “coupling” of sectors which depend on energy. Renewable power generation, efficient grid operations, industrial demand and transport can all be served in an integrated way with hydrogen. Accordingly, our combined competence in electrolysis (the fuel side) and fuel cells (the engine side) supports attractive future market optionality for the company.

Advancing Our Product Designs

Within our OnSite Generation business segment, we remain focused on two key areas. First, reducing the cost of our HySTAT® alkaline electrolyzer and improving its efficiency. Innovation in the design, elimination of non-value adding components, improved component sourcing and fundamental electrochemical improvements have all contributed to ongoing cost reduction initiatives in 2018 and beyond. We also recognize the opportunity for larger scale energy storage installations and are continuing to develop significantly scale-up products to better meet this market opportunity. Second, we are looking at continuing the rollout of PEM electrolysis, particularly in the area of Power-to-Gas where PEM technology provides a more scalable solution than alkaline electrolysis at higher power levels. The terms of the TBDA announced with Air Liquide noted in Section 1 aligns with this focus area as it provides for the joint development of a large-scale PEM electrolysis solution focused on lowering the total cost of ownership.

2018 Management’s Discussion and Analysis Page 8

Hydrogenics Corporation

Within our Power Systems business segment, we spent much of 2018 focusing on further reducing the cost of a fully integrated fuel cell system inclusive of its components and expanding our core product range to 50kW. We continue to leverage our integration capability in taking a standard fuel cell stack and finding multiple cost-effective applications. The result is a common building block such as our (HD30 30kW fuel cell) being used in multiple applications such as buses, stationary power and grid stabilization. We have achieved significant cost reduction milestones but will continue to further improve the financial viability of the product in the marketplace by looking at both scale (increased volume ordering from suppliers) as well as bringing components of the supply chain in-house to further reduce production cost.

3 Operating Results

Selected Financial information

(in thousands of US dollars, except per share amounts)

	Year ended December 31,									Favourable  (Unfavourable)
	2018			2017			2016			2018 vs 2017			2017 vs 2016
OnSite Generation	$	18,308		$	25,268		$	17,510			(28	)%		44	%
Power Systems		15,588			22,847			11,480			(32	)%		99	%
Total revenue		33,896			48,115			28,990			(30	)%		66	%
Gross profit		8,725			11,678			5,995			(25	)%		95	%
Gross Margin %		26	%		24	%		21	%
Selling, general and administrative expenses		11,613			13,626			10,825			15	%		(26	)%
Research and product development expenses, net		7,486			6,376			3,576			(17	)%		(78	)%
Loss from operations		(10,374	)		(8,324	)		(8,406	)		(25	)%		1	%
Loss from joint ventures		(1,637	)		(334	)		(156	)		(390	)%		(114	)%
Finance loss, net		(1,028	)		(2,108	)		(1,295	)		51	%		(63	)%
Income tax expense		(300	)		–			–			n/a			n/a
Net loss	$	(13,339	)	$	(10,766	)	$	(9,857	)		(24	)%		(9	)%
Net loss per share	$	(0.86	)	$	(0.77	)	$	(0.79	)		(12	)%		2	%
Cash operating costs1	$	18,309		$	17,725		$	13,894			(3	)%		(28	)%
Adjusted EBITDA1		(9,387	)		(5,960	)		(7,555	)		(57	)%		21	%
Cash used in operating activities		(8,381	)		(4,782	)		(13,213	)		(75	)%		64	%
Cash and cash equivalents (including restricted cash)		8,737			22,414			11,278			(61	)%		99	%
Total assets		49,924			66,215			49,273			(25	)%		34	%
Total non-current liabilities (excluding contract liabilities and deferred funding)	$	6,521		$	9,492		$	10,103			31	%		6	%

^{1 Cash operating costs and Adjusted EBITDA are Non-IFRS measures. Refer to section 14 – Reconciliation of Non-IFRS Measures.}

2018 Management’s Discussion and Analysis Page 9

Hydrogenics Corporation

Highlights for the year ended December 31, 2018 compared to the year ended December 31, 2017

• Revenues decreased by $14.2 million, or 30% to $33.9 million for the year ended December 31, 2018 compared to $48.1 million in the prior year. Power Systems business segment revenues declined by 32% primarily attributable to delayed customer orders against our backlog for the Chinese market due to the capacity of our existing integration partners to deploy and support more units beyond the large number of units they ordered in 2017. OnSite Generation business segment revenues declined by 28% due to reduced demand for our onsite industrial hydrogen solution.

• We received $32.9 million in new orders for the year ended December 31, 2018 (2017 – $75.9 million) consisting of $19.4 million (2017 – $21.7 million) for the OnSite Generation business and $13.5 million (2017 – $54.2 million) for the Power Systems business. The OnSite Generation business achieved a net positive order intake of $1.1 million, whereas orders delivered exceeded orders received by $2.1 million in Power Systems. As discussed in our Q2-2018 MD&A, we commenced discussions with Kolon Water and Energy Co. Ltd. with respect to dissolving our joint arrangement. Accordingly, $7.5 million of backlog with the joint venture arrangement for Power Systems was cancelled at that time. Accumulated backlog otherwise remains strong and our sales pipeline remains very active across both lines of business.

	December 31, 2017 backlog		IFRS 15 Adj.			Orders Received		FX			Orders  Delivered/  Revenue  Recognized		Orders cancelled		December 31, 2018 backlog
OnSite Generation	$	19.9	$	(0.8	)	$	19.4	$	0.4		$	18.3	$	–	$	20.6
Power Systems		124.7		(0.3	)		13.5		(2.7	)		15.6		7.5		112.1
Total	$	144.6	$	(1.1	)	$	32.9	$	(2.3	)	$	33.9	$	7.5	$	132.7

• Of the above backlog of $132.7 million, we expect to recognize approximately $49.0 million as revenue in the following 12 months.

• Gross margin increased from 24% to 26% of revenue primarily due to product mix within the Power Systems segment, which saw an increase in gross margin from 35% to 39%. The OnSite Generation segment gross margin of 14% was the same as last year.

• Selling, general and administrative (“SG&A”) expenses for 2018 of $11.6 million were lower by $2.0 million, or 15%, compared to $13.6 million for the year ended December 31, 2017. The decrease is attributable to non-cash gains realized on the revaluation of Deferred Share Units (“DSUs”) in 2018 due to changes in our stock price, a reconciliation of which is provided in Section 14 under Cash Operating Costs. Net of these non-cash gains, SG&A for the year decreased by $0.4 million, or 3.3% as compared to last year.

• Net research and product development (“R&D”) expenses were $7.5 million for the year ended December 31, 2018 compared to $6.4 million in 2017, an increase of $1.1 million, or 17%. Of the $7.5 million spent on net R&D, $1.3 million relates to construction of a hydrogen fueling station we will own and operate in the Greater Toronto Area, $0.6 million relates to commissioning costs for the 2.5MW Power-to-Gas joint venture with Enbridge, $1.8 million relates to our Fuel Cell Power Module (“FCPM”) manufacturing expansion and process improvement initiatives, $2.2 million relates to expanding our FCPMs to new mobility use cases and furthering development on the next generation of our fuel cell stack platform, and $1.6 million relates to product development within our OnSite Generation business.

• Loss from operations increased by $2.1 million for the year ended December 31, 2018 to $10.4 million as compared to $8.3 million in 2017. The increase is attributable to lower revenue and reduced gross profit, higher net R&D expenses partially offset by lower SG&A for the year, as noted above.

• Loss from joint ventures increased by $1.3 million for the year ended December 31, 2018 attributable to the loss of $1.6 million recorded in the second quarter of 2018 to adjust the carrying value of our investment in our joint venture arrangement with Kolon Water and Energy Co. Ltd.

• Net finance loss decreased by $1.1 million for the year ended December 31, 2018 due primarily to the non-cash gains on the change in fair value of outstanding warrants due to a lower share price.

2018 Management’s Discussion and Analysis Page 10

Hydrogenics Corporation

• Net loss for the year ended December 31, 2018 was $13.3 million, or $0.86 per share, compared to a net loss of $10.8 million, or $0.77 per share, for the prior year. The increase in net loss in the current year is a result of lower revenue and gross profit, the increase in loss from joint ventures and higher net R&D partially offset by the decreases in SG&A expenses and net finance loss, as discussed above.

• Cash operating costs increased by $0.6 million for the year ended December 31, 2018 compared to last year attributable to an increase in net R&D of $1.1 million, partially offset by a $0.4 million decrease in SG&A expenses.

• Adjusted EBITDA loss increased by $3.4 million to $9.4 million for the year ended December 31, 2018 from $6.0 million for the prior year. The increase is primarily attributable to lower gross profit of $3.0 million and higher cash operating costs of $0.6 million.

Highlights for the previous year ended December 31, 2017 compared to the year ended December 31, 2016

• Revenues increased by $19.1 million, or 66%, to $48.1 million for the year ended December 31, 2017 compared to $29.0 million in the prior year due primarily to increases in shipments in both of our segments. Specifically: i) an $8.7 million increase in Power Systems revenue principally related to the delivery of fuel cell mobility orders to the Chinese mobility market; and ii) $11.1 million in energy storage orders related to Power-to-Gas applications for EGAT Thailand, Doosan Babcock in Aberdeen, Scotland, and Brunsbuttel, Germany.

• The Company received new orders for $21.7 million (2016 - $21.2 million) for the OnSite Generation business and $54.2 million (2016 - $22.8 million) for the Power Systems business.

	December 31, 2016 backlog		Orders Received		FX		Orders  Delivered/  Revenue  Recognized		December 31, 2017 backlog
OnSite Generation	$	20.8	$	21.7	$	2.4	$	25.0	$	19.9
Power Systems		85.8		54.2		7.8		23.1		124.7
Total	$	106.6	$	75.9	$	10.2	$	48.1	$	144.6

• Gross margin increased from 21% to 24% of revenue primarily due to product mix within the Power Systems segment, which saw an increase in gross margin from 22% to 35%. This was partially offset by several key first-of-a-kind projects having a lower margin profile within the OnSite Generation segment.

• SG&A expenses for 2017 of $13.6 million were greater by $2.8 million, or 26%, compared to $10.8 million for the year ended December 31, 2016. Excluding the impact of the reversal of an indemnification liability of $0.5 million associated with an acquisition in 2004 included within the year ended 2016 as well as the reversal of previously charged compensation expense for PSUs of $0.2 million also included within the year ended 2016, SG&A expenses increased $2.1 million. This increase was due to: i) mark-to-market expenses totaling $1.2 million as a result of the increase in our share price for the year ended December 31, 2017 as compared to the year ended December 31, 2016 (to C$14.00 from C$5.75); ii) an increase of $0.5 million in allowance for doubtful accounts related to the collectability of a receivable related to a energy storage project; and iii) an increase of $0.4 million relating to increased business activity, such as compensation costs tied to the achievement of targets, legal fees and insurance costs.

• R&D expenses were $6.4 million for the year ended December 31, 2017 compared to $3.6 million in 2016, an increase of $2.8 million, or 78%. In the Power Systems segment, the increase represents increased spending on R&D, primarily for multi-megawatt energy storage projects specifically for our Power-to-Gas facility with our Enbridge joint venture in Toronto, Canada, and mobility applications such as ongoing development on the next generation of our fuel cell stack platform for mobility applications such as rail, trucks and buses. While net R&D expenses also increased in the OnSite Generation segment, this increase was principally due to a decline in funded R&D as there was a significant Power-to-Gas demonstration project ongoing in Denmark in 2016. Overall gross R&D spending levels at OnSite Generation declined year-over-year.

• Adjusted EBITDA loss decreased to $6.0 million for the year ended December 31, 2017 from $7.6 million for the prior year, for the reasons noted above.

2018 Management’s Discussion and Analysis Page 11

Hydrogenics Corporation

• Net loss for the year ended December 31, 2017 was $10.8 million, or $0.79 per share, compared to a net loss of $9.9 million, or $0.79 per share, for the prior year. While gross profit increased over $5.7 million, the increase in SG&A expenses and R&D expenses, as discussed above, resulted in a consistent loss from operations when compared to the year ended December 31, 2016. The increase in net loss in the current period reflects an increase in other finance losses of $1.0 million. There was a $0.7 million loss on fair value adjustments relating to outstanding and exercised warrants in the year ended December 31, 2017, whereas the year ended December 31, 2016 included a $0.8 million fair value gain related to outstanding warrants. This was offset by an increase in net foreign currency gains (losses) from a loss of $0.3 million for the year ended December 31, 2016 to a gain of $0.6 million in the current year.

• Cash operating costs increased 28% to $17.8 million for the year ended December 31, 2017, compared to $13.9 million for the year ended December 31, 2016, primarily reflecting the increase in SG&A and net R&D expenses above.

Business Segment Review

We report our results in two business segments: OnSite Generation and Power Systems. Our reporting structure reflects the way we manage our business and how we classify our operations for planning and measuring performance. The corporate office and administrative support is reported under Corporate and Other. Refer to Section 10 Strategy and Outlook for a more extensive discussion regarding our products, markets and our business segment strategy.

OnSite Generation

Selected Financial Information

	Years ended December 31,						Favourable (Unfavourable)
	2018			2017			2018 vs 2017
Revenues	$	18,308		$	25,268			(28	)%
Gross profit		2,648			3,663			(28	)%
Gross margin %		14	%		14	%		-
Selling, general and administrative expenses		2,959			3,381			12	%
Research and product development expenses, net		2,927			1,275			(130	)%
Segment loss	$	(3,238	)	$	(993	)		(226	)%

Revenues decreased by 28% for the year ended December 31, 2018 as compared to last year due to reduced demand for industrial hydrogen equipment. New orders awarded for the year ended December 31, 2018 amounted $19.4 million (2017 – $21.7 million), resulting in a net increase of $0.7 million in our backlog during the year. Backlog at December 31, 2018 of $20.6 million (2017 - $19.9 million) is expected to be recognized as revenue in the next twelve months.

Gross margin remained consistent with last year despite the lower level of revenue available to absorb fixed production overheads.

SG&A expenses decreased by 12% in 2018 versus 2017 attributable to the write-off in 2017 of $0.4 million for bad debts. Otherwise expenses were comparable year over year.

Net R&D expenses increased in 2018 versus 2017, primarily attributable to the construction of a hydrogen fueling station in the Greater Toronto Area that the Company will own and operate. These expenses amounted to $1.3 million for the year ended December 31, 2018 with a further $1.6 million spent related to product development activities.

Segment loss increased by $2.2 million for the year ended December 31, 2018, as compared to the same period last year, reflecting lower gross profit of $1.0 million and the increase in net R&D expenses of $1.7 million, partially offset by the decrease in SG&A of $0.4 million.

2018 Management’s Discussion and Analysis Page 12

Hydrogenics Corporation

Power Systems

Selected Financial Information

	Years ended December 31,						Favourable (Unfavourable)
	2018			2017			2018 vs 2017
Revenues	$	15,588		$	22,847			(32	)%
Gross Profit		6,077			8,015			(24	)%
Gross margin %		39	%		35	%		11	%
Selling, general and administrative expenses		4,276			4,321			1	%
Research and product development expenses, net		4,495			4,996			10	%
Segment loss	$	(2,694	)	$	(1,302	)		(107	)%

Revenues decreased $7.3 million for the year ended December 31, 2018 as compared to the same period in 2017. The decrease in revenue is attributable to delayed customer orders against our existing backlog for the Chinese market due to the capacity of our existing integration partners to deploy and support more units beyond the larger number of units they ordered in 2017.

Orders awarded through 2018 amounted to $13.5 million (2017– $54.2 million) versus revenue of $15.6 million over the same period, resulting in a $2.1 million net decrease in backlog. As discussed in Section 3 Overall Performance and in our Q2-2018 MD&A, we commenced discussions in June 2018 with Kolon Water and Energy Co. Ltd. with respect to dissolving our joint venture arrangement. Accordingly, $7.5 million of backlog with the joint venture was cancelled in the second quarter 2018. The balance of backlog reduction year over year relates to foreign exchange movements. Backlog otherwise remained strong and our sales pipeline remains very active. Specifically, at December 31, 2018, backlog was $112.1 million (2017 – $124.7 million) with approximately $28.4 million of this backlog expected to be recognized as revenue in the next twelve months.

Gross margin of 39% was achieved in 2018, compared to 35% in 2017. The lower margin in 2017 was due in part to the initial production run of the Alstom commuter rail power modules. However, the improved margin in 2018 also reflects year-over-year progress towards product standardization, production process efficiencies and improved supply chain management.

SG&A expenses in 2018 were comparable with the prior year.

Net R&D expenses were down $0.5 million for the year ended December 31, 2018 versus the comparative period in 2017 attributable to Canadian government funding received in 2018 towards manufacturing and product development initiatives. Year-to-date 2018 expenses of $4.5 million reflect spending of $0.6 million on the development of the multi-megawatt energy storage project using PEM fuel cell technology, $1.7 million on government funded FCPM manufacturing expansion and process improvement initiatives, and $2.2 million related to expanding our FCPMs to new mobility use cases, such as heavy duty commercial vehicles, and ongoing development on the next generation of our fuel cell stack platform. The Canadian government funding noted above was awarded in March 2018 and subsequently cancelled effective September 28, 2018, coinciding with a change in government and policy direction.

Segment loss increased $1.4 million for the year ended December 31, 2018 compared to same period in 2017 due to lower revenue and lower gross profit of $1.9 million offset by the decrease in R&D expenses of $0.5 million.

2018 Management’s Discussion and Analysis Page 13

Hydrogenics Corporation

Corporate and Other

Selected Financial Information

	Years ended December 31,						Favourable (Unfavourable)
	2018			2017			2018 vs 2017
Selling, general and administrative expenses	$	4,378		$	5,924			26	%
Research and product development expenses, net		64			105			39	%
Loss from joint ventures		1,637			334			(390	)%
Interest expense, net		1,469			1,812			19	%
Foreign currency gains, net		(144	)		(635	)		(77	)%
Other finance (gains) losses, net		(297	)		931			n/a
Segment loss	$	7,107		$	8,471			16	%

SG&A expenses decreased $1.5 million for the year ended December 31, 2018 versus the comparative period in 2017. The decrease is a result of a net $1.6 million positive change in the non-cash fair value adjustments of DSUs (as reflected in the reconciliation of Cash Operating Costs in Section 14 Reconciliation of Non-IFRS measures). SG&A expenses for the year ended December 31, 2018 were otherwise comparable to same period in 2017.

Loss from joint ventures increased $1.3 million for the year ended December 31, 2018 as compared to the prior year. The increase relates primarily to the loss of $1.6 million recorded in the second quarter of 2018 to reflect a reduction of the carrying value of the assets of Kolon Hydrogenics to their estimated net recoverable amount based upon an assessment of fair values less costs of disposal. This write-down coincided with discussions commenced in June 2018 with Kolon Water and Energy Co. Ltd. with respect to dissolving our joint venture arrangement expected in 2019.

Net interest expense decreased $0.3 million for the year ended December 31, 2018 as compared to last year due to lower debt outstanding year over year due to principal repayments.

Net foreign currency gains decreased as a result of principal repayments of Canadian dollar denominated loans during the year.

Other net finance gains (losses) improved $1.2 million for the year ended December 31, 2018 compared to last year attributable to non-cash fair value adjustments for outstanding warrants. The improvement was driven by a lower share price as well as the effect of fewer warrants outstanding relative to the prior year. 

2018 Management’s Discussion and Analysis Page 14

Hydrogenics Corporation

4 Financial Condition

	December 31,		December 31,		Increase (decrease)
	2018		2017		$			%
Cash, cash equivalents and restricted cash	$	8,737	$	22,414	$	(13,677	)		(61	)%
Trade and other receivables		6,728		8,736		(2,008	)		(23	)%
Contract assets – (current and non-current)		6,223		7,223		(1,000	)		(14	)%
Inventories		17,174		15,048		2,126			14	%
Prepaid expenses		1,960		1,374		586			43	%
Operating borrowings		–		1,200		(1,200	)		100	%
Trade and other payables		9,068		9,736		(668	)		(7	)%
Contract liabilities – (current and non-current)		16,001		14,044		1,957			14	%
Financial liabilities		3,359		4,913		(1,554	)		(32	)%
Provisions – (current and non-current)		2,851		2,720		131			5	%
Deferred funding – (current and non-current)		1,973		913		1,060			116	%
Other non-current liabilities		5,711		8,516	$	(2,805	)		(33	)%

Cash, cash equivalents and restricted cash decreased $13.7 million or 61% in 2018. $5.8 million was used to pay principal and interest on long term debt and repay operating borrowings and $8.4 million was used for operating activities. This was offset by net $0.5 million of cash provided by investing activities attributable to government funding and proceeds on the disposal of equipment. Refer to Section 6 – Liquidity and Capital Resources for a more detailed discussion of the change in cash, cash equivalents and restricted cash.

Trade and other receivables decreased $2.0 million consistent with lower revenue in current year versus last year.

Contract assets (current and non-current) decreased $1.0 million due to the change in value of amounts recognized on performance obligations satisfied over time for a long-term Power Systems contract as well as revenue recognized for start-up and commissioning of equipment consistent with the application of IFRS 15, described in Section 9 Changes in Accounting Policies and Recent Accounting Pronouncements.

Inventories increased $2.1 million attributable to work in progress and finished goods inventory build-up required to support the schedule of expected deliveries against our backlog for Power Systems and OnSite Generation products into Q1-2019.

Prepaid expenses increased $0.6 million reflecting prepayment of purchasing commitments and transaction costs incurred for the subscription agreement with Air Liquide.

Trade and other payables decreased $0.7 million as we reduced purchases for long lead items only given the availability of current inventory levels to support scheduled deliveries over the next quarter.

Contract liabilities (current and non-current) increased $2.0 million primarily attributable to the net receipt of deposits on new contracts versus deposits applied to invoiced contracts as compared to the prior year.

Financial liabilities decreased $1.6 million reflecting the revaluation to fair value of outstanding warrants and DSU liabilities compared to December 31, 2017 attributable to drop in our share price year over year.

Provisions include warranty and start-up and commissioning. Warranty provisions increased $0.2 million mainly attributable to additional work required on projects delivered in the prior year offset by a $0.1 million decrease in start-up and commissioning provisions mainly due to strengthening of U.S. dollar against Euro during the year.

Deferred funding increased $1.1 million reflecting the receipt of funding for new energy storage projects in Europe.

Other non-current liabilities decreased $2.8 million due to principal repayments made in the year on our long-term debt with Export Development Canada and the Province of Ontario.

2018 Management’s Discussion and Analysis Page 15

Hydrogenics Corporation

5 Summary of Quarterly Results

The following table highlights selected financial information for the eight consecutive quarters ended December 31, 2018.

	2018			2018			2018			2018			2017			2017			2017			2017
	Q4			Q3			Q2			Q1			Q4			Q3			Q2			Q1
Revenues	$	10,475		$	7,665		$	7,609		$	8,147		$	19,745		$	12,079		$	7,556		$	8,735
Gross profit		1,915			1,471			2,101			3,238			5,668			2,897			440			2,673
Gross margin %		18.3	%		19	%		28	%		40	%		29	%		24	%		6	%		31	%
Adjusted EBITDA		(2,805	)		(2,529	)		(2,447	)		(1,606	)		175			(1,947	)		(3,446	)		(742	)
Net loss		(3,141	)		(3,443	)		(4,801	)		(1,954	)		(975	)		(2,032	)		(5,462	)		(2,297	)
Net loss per share - basic and fully diluted	$	(0.20	)	$	(0.22	)	$	(0.31	)	$	(0.13	)	$	(0.06	)	$	(0.13	)	$	(0.43	)	$	(0.18	)
Weighted average common shares outstanding		15,441,947			15,442,416			15,440,888			15,436,879			15,133,194			15,232,905			12,677,167			12,545,076

When comparing the fourth quarter of 2018 to the fourth quarter of 2017, our net loss increased by $2.2 million to $3.1 million ($0.20 per common share) compared to a net loss of $1.0 million ($0.06 per common share). This increase was driven by lower revenue of $9.3 million and a decrease in gross profit of $3.8 million. Adjusted EBITDA decreased by $3.0 million to a loss of $2.8 million from a profit of $0.2 million reflecting the decrease in gross profit of $3.8 million, offset by a decrease in cash operating costs of $0.6 million. The decrease in cash operating costs is attributable to lower SG&A expenses of $1.0 million offset by higher net R&D expenses of $0.4 million attributable to FCPM manufacturing expansion and process improvement initiatives in the current quarter. The focus of our R&D activities in Q4-2018 also included expanding our FCPMs to new mobility use cases, such as heavy duty commercial vehicles, and furthering development on the next generation of our fuel cell stack platform and electrolyzer products.

When comparing the third quarter of 2018 to the third quarter of 2017, our net loss increased by $1.4 million (70%) to $3.4 million ($0.22 per common share) compared to a net loss of $2.0 million ($0.13 per common share). This increase was driven by lower revenue of $4.4 million and a decrease in gross profit of $1.4 million. Adjusted EBITDA decreased by $0.6 million to a loss of $2.5 million from a loss of $1.9 million reflecting the decrease in gross profit of $1.4 million offset by an improvement in cash operating costs of $0.9 million. The improvement in cash operating costs is attributable to reduced net R&D expenses; notably, an increase in government funded FCPM manufacturing expansion and process improvement initiatives in the current quarter. The focus of our R&D activities in Q3-2018 also included expanding our FCPMs to new mobility use cases, such as heavy duty commercial vehicles, and furthering development on the next generation of our fuel cell stack platform and electrolyzer products.

When comparing the second quarter of 2018 to the second quarter of 2017, our net loss decreased by $0.7 million (12%) to $4.8 million ($0.31 per common share) compared to a net loss of $5.4 million ($0.43 per common share). This improvement was driven by the increase in gross profit of $1.7 million reflecting a gross margin improvement to 28% from 6%, offset by an increase in losses from our joint venture with Kolon. Adjusted EBITDA improved by $1.0 million to a loss of $2.4 million from a loss of $3.4 million. The improvement reflects additional gross profit of $1.7 million offset by an increase of $0.7 million in cash operating costs year-over-year. The increase in cash operating costs reflects $0.3 million and $0.4 million respectively of additional expenditures for SG&A and net R&D. The increase in SG&A is attributable to increased business development and marketing activities. The focus of our R&D activities in the quarter included commissioning the 2.5MW Power-to-Gas facility with Enbridge, government funded FCPM manufacturing expansion and process improvement initiatives, expanding our FCPMs to new mobility use cases, such as heavy duty commercial vehicles, and furthering development on the next generation of our fuel cell stack platform and electrolyzer products.

When comparing the first quarter of 2018 to the first quarter of 2017, our net loss decreased 15% to $2.0 million ($0.13 per common share) from $2.3 million ($0.18 per common share). An increase in gross profit of $0.6 million was principally due to improved direct margins due to product mix. Finance loss improved from a loss of $0.9 million to income of $0.1 million primarily as a result of adjustments to the fair value of outstanding warrants related to the net decrease in the Company’s share price in the current quarter as compared to a net increase in share price for the comparative quarter of March 31, 2017. SG&A expenses decreased $0.2 million in the first quarter of 2018. Excluding mark to market expenses relating to our DSUs as a result of the increase in our share price for the three months ended March 31, 2018 as compared to the three months ended March 31, 2017, SG&A expenses increased $0.4 million. The increase is the result of increased advertising and marketing costs, facility costs, and information technology costs within the Company. These improvements were offset by an increase in net R&D expenses of $1.1 million primarily due to increased spending on the 2.5MW energy storage project, and mobility applications such as the demonstration of the technical viability of our Celerity Plus^TM product in heavy duty commercial vehicle applications, as well as furthering development on the next generation of our fuel cell stack platform.

2018 Management’s Discussion and Analysis Page 16

Hydrogenics Corporation

In the fourth quarter of 2017, our net loss improved by $1.5 million to a net loss of $1.0 million ($0.06 per common share) from a net loss of $2.5 million ($0.20 per common share) in the fourth quarter of 2016. An increase in gross profit of $3.7 million was principally due to increased revenues and improved direct margins due to product mix through increased production and delivery of standardized fuel cells for the mobility market, as well as economies of scale, particularly within the Power Systems business segment. This was partially offset by an increase in net R&D spending during the quarter of $1.0 million and an increase of $1.4 million relating to SG&A expenses as compared to the fourth quarter of 2016. Excluding the impact of an increase in DSU expense of $0.6 million for the three months ended December 31, 2017 as a result of the increase in the share price in the current quarter, SG&A expenses increased $0.8 million. The improvement in gross profit was also partially offset by an increase in fair value adjustments (loss) relating to outstanding warrants ($0.1 million) in the three months ended December 31, 2017 as a result of the increase in the share price in the current quarter, whereas the three months ended December 31, 2016 had a gain of $0.2 million. This was offset by the movement in net foreign currency gains (losses), from a loss of $0.2 million for the three months ended December 31, 2016 to a gain of $0.1 million in the current year.

In the third quarter of 2017, our net loss was consistent at $2.0 million ($0.13 per common share from $0.15 per common share), compared to the third quarter of 2016. An increase in gross profit of $1.8 million was principally due to increased revenues and improved direct margins due to product mix. This was partially offset by an increase in net R&D spending during the quarter of $1.9 million, and fair value adjustments (loss) relating to outstanding warrants ($0.6 million) in the three months ended September 30, 2017, whereas the three months ended September 30, 2016 had a loss of $0.1 million.

In the second quarter of 2017, our net loss increased to $5.7 million from $3.1 million ($0.45 per common share) compared to the second quarter of 2016 ($0.25 per common share). A decrease in gross profit of $1.5 million was principally due to decreased revenues and reduced direct margins due to product mix. Also contributing to the decrease in gross margin was lower absorption of indirect overhead costs as a result of the decrease in revenue. There was also an increase in other finance losses of $1.1 million in the three months ended June 30, 2017 compared to the same period of 2016 due to the fair value adjustments relating to outstanding warrants (a loss of $0.8 million) in the three months ended June 30, 2017, whereas the three months ended June 30, 2016 included a gain of $0.3 million.

In the first quarter of 2017, our net loss remained consistent at $2.3 million ($0.18 per common share) compared to the first quarter of 2016. An increase in gross profit of $1.5 million was principally due to increased revenue and improved direct margins due to product mix. This was offset by: i) an increase in SG&A expenses related to the increased mark-to-market expenses due to the increase in our share price; ii) the absence of a reversal in SG&A expenses of $0.5 million related to the indemnification liability in the first quarter of 2016; iii) an increase in other finance losses of $0.7 million in the three months ended March 31, 2017 compared to the same period of 2016 due to the fair value adjustments relating to outstanding warrants in the three months ended March 31, 2017 compared to the three months ended March 31, 2016; and iv) a fair market value adjustment gain of $0.1 million on unsettled foreign exchange contracts included in the 2016 quarter.

2018 Management’s Discussion and Analysis Page 17

Hydrogenics Corporation

6 Liquidity and Capital Resources

Cash Used in Operating Activities

	Years ended
	December 31,
(Thousands of US dollars)	2018			2017			$ Change			% Change
Net loss	$	(13,339	)	$	(10,766	)	$	(2,573	)		(24	)%
(Increase) decrease in restricted cash		(304	)		134			(438	)		n/a
Net change in non-cash operating assets		1,750			(223	)		1,973			n/a
Other items not affecting cash		3,512			6,073			(2,561	)		(42	)%
Cash used in operating activities	$	(8,381	)	$	(4,782	)	$	(3,599	)		(75	)%

Cash used in operating activities increased by $3.6 million in 2018 compared to 2017 due primarily to lower gross profit of $3.0 million and an increase in cash operating costs of $0.7 million.

Cash Provided by Investing Activities

	Years ended
	December 31,
(Thousands of US dollars)	2018			2017			$ Change			% Change
Investment in joint venture	$	–		$	(93	)	$	93			n/a
Purchases of property, plant and equipment		(1,001	)		(3,920	)		2,919			74	%
Receipt of government funding		974			1,792			(818	)		(46	)%
Proceeds from disposals of property, plant and equipment		700			1,035			(335	)		(32	)%
Purchase of intangible assets		(125	)		(25	)		(100	)		406	%
Cash provided by (used in) investing activities	$	548		$	(1,211	)	$	1,759			n/a

Cash provided by investing activities improved by $1.8 million in 2018 over 2017 due primarily to reduced capital expenditures net of government funding.

Cash Used in Financing Activities

	Years ended
	December 31,
(Thousands of US dollars)	2018			2017			$ Change			% Change
Proceeds from common shares issued and stock options exercised, net of issuance costs	$	40		$	19,745		$	(19,705	)		n/a
Principal repayment of long-term debt		(3,120	)		(1,639	)		(1,481	)		(90	)%
Exercise of warrants		–			1,374			(1,374	)		n/a
Interest payment		(1,498	)		(1,274	)		(224	)		(18	)%
Repayment of operating borrowings		(1,193	)		(873	)		(320	)		(37	)%
Repayment of repayable government contributions		–			(171	)		171			n/a
Cash provided by (used in) financing activities	$	(5,771	)	$	17,162		$	(22,933	)		n/a

Cash used in financing activities for 2018 amounted to $5.8 million and related entirely to debt service and repayment of operating borrowings.

2018 Management’s Discussion and Analysis Page 18

Hydrogenics Corporation

Credit and Loan Facilities

At December 31, 2018, the Company’s subsidiary in Belgium (the “Borrower”) had a joint credit and operating line facility of €7,000, which renews annually in April upon review. Under this facility, the Borrower may borrow up to a maximum of 75% of the value of awarded sales contracts, approved by the Belgian financial institution, to a maximum of €500; and may also borrow up to €1,500 for general business purposes, provided sufficient limit exists under the overall facility limit of €7,000. Of the €7,000 facility, €2,175 or approximately $2,491 was drawn as standby letters of credit and bank guarantees and €Nil was drawn as an operating line. At December 31, 2018, the Company had availability of €6,321 or approximately $7,234 (December 31, 2017 – $4,377) under this facility totaling €4,321, or approximately $4,945 for use as letters of credit and bank guarantees and totaling €2,000 or approximately $2,289 as an operating line. The credit facility bears interest at EURIBOR plus 1.45% per annum and is secured by a €1,000 secured first charge covering all assets of the Borrower. The credit facility contains a negative pledge precluding the Borrower from providing security over its assets. Additionally, the Borrower is required to maintain a solvency covenant, defined as equity plus current account (intercompany account with the Corporate company), divided by total liabilities of not less than 25% and ensure that its intercompany accounts with Hydrogenics do not fall below a defined level. We were in compliance with these covenants at December 31, 2018.

At December 31, 2018, the Company also had a Canadian credit facility of $2,199 with no expiration date for use only as letters of credit and bank guarantees. At December 31, 2018, $399 was drawn as standby letters of credit and bank guarantees. At December 31, 2018, the Company had $1,800 (December 31, 2017 – $2,391) available under this facility for use only as letters of credit and bank guarantees.

These letters of credit and bank guarantees relate primarily to obligations in connection with the terms and conditions of the Company’s sales contracts. The standby letters of credit and letters of guarantee may be drawn on by the customer if the Company fails to perform its obligations under the sales contracts. 

On September 28, 2011, we entered into a loan agreement with the Province of Ontario’s Ministry of Economic Development, Strategic Jobs and Investment Fund for funding up to C$6.0 million. Eligible costs had to be incurred between October 1, 2010 and September 30, 2015. After this five-year period, the loan bears interest at a rate of 3.67% and requires annual repayment at a rate of 20% per year of the outstanding balance for the five years subsequent to the sixth anniversary of the first disbursement, which was November 30, 2011. There is no availability remaining under this facility at December 31, 2018.

The loan is collateralized by a general security agreement covering assets of Hydrogenics Corporation. Additionally, the Company is required to maintain a minimum balance of cash in Canadian dollars in a Canadian financial institution at all times. We were in compliance with this covenant at December 31, 2018.

In the fourth quarter of 2016, we entered into a loan agreement with Export Development Corporation for a five-year facility of $9.0 million. The loan is structured as a five-year term loan with quarterly interest payments calculated at an annual interest rate of U.S. prime plus 10%, declining to U.S. prime plus 5% to 7% if certain annual earnings before interest, taxes, depreciation and amortization thresholds are met. The loan is secured by a second charge over the assets located within Canada. Commencing March 31, 2017, the loan principal is subject to four quarterly repayments of $0.25 million followed by 16 quarterly repayments of $0.5 million. There is an option to prepay a portion of or the entire loan at any time.

2018 Management’s Discussion and Analysis Page 19

Hydrogenics Corporation

Capital Resources

We consider our capital employed to consist of shareholders’ equity and total debt, net of cash and cash equivalents as follows:

At December 31,	2018		2017
Total equity	$	10,961	$	24,173
Operating borrowings		–		1,200
Long-term debt and repayable government contributions, including current portion		8,082		11,284
Total		19,043		36,657
Less Cash and cash equivalents and restricted cash		8,737		22,414
Total capital employed	$	10,306	$	14,243

The Company’s financial objective when managing capital is to make sure that we have the cash, debt capacity and financial flexibility to fund our ongoing business objectives including operating activities, research and product development, investments and growth in order to provide returns for our shareholders and other stakeholders.

We monitor our capital structure and make adjustments according to market conditions in an effort to meet our objectives given the Company’s operating and financial performance and current outlook of the business and industry in general. The Company’s alternatives to fund future capital needs include cash flows from operating activities, debt or equity financing, adjustments to research and product development priorities, capital spending and/or sale of assets. These alternatives, and our capital structure, are reviewed by management and the board of directors of the Company on a regular basis to ensure the best mix of capital resources to meet the Company’s needs.

Financial Instruments, Long-term Debt, Commitments and Contingent Off-balance Sheet Arrangements

The Company’s financial instruments and the nature of the risks, existing or potential, are as set out in the following table:

	Risk
			Market
Financial Instruments	Credit	Liquidity	Currency	Interest Rate
Cash and cash equivalents and restricted cash	X		X	X
Short-term investments	X		X	X
Trade and other receivables	X		X
Contract assets	X		X
Trade and other payables		X	X
Contract liabilities		X	X
Financial liabilities		X	X
Non-current liabilities		X	X

Credit risk

Credit risk arises from the potential that a counterparty will fail to perform its obligations. Credit risk associated with cash and cash equivalents and restricted cash is minimized by limiting net exposure to any one jurisdiction or financial institution and ensuring financial assets are placed for short periods of time, generally less than 90 days, with governments, well-capitalized financial institutions and other creditworthy counterparties. Ongoing reviews are performed by management to evaluate changes in the status of financial institutions and counterparties.

Credit risk associated with trade and other receivables is minimized by carrying out a detailed review and approval by senior management of credit extensions to customers taking into account customer history, any amounts that are past due and any available relevant information about the customers’ liquidity and potential going concern problems. In addition, progress payments are generally required by customers as contracts are executed, which generally results in between 35% and 100% of a contract’s value being collected before shipments are made. Where credit terms are extended beyond shipment, terms are generally not granted beyond 60 days. We also maintain provisions for expected credit losses, which we currently assess as insignificant.

2018 Management’s Discussion and Analysis Page 20

Hydrogenics Corporation

Currency risk

Currency risk arises because of fluctuations in foreign exchange rates. We conduct a significant portion of our business activities in currencies other than the functional currency of the parent company (US dollars) and the functional currency of our self-sustaining subsidiaries (euro). This primarily includes Canadian dollar transactions at the parent company and US dollar transactions at our self-sustaining subsidiaries.

Our objective in managing foreign currency risk is to minimize our net exposures to foreign currency cash flows by converting cash balances into foreign currencies to the extent practical to match other foreign currency obligations. Our foreign exchange risk management program includes the potential use of foreign exchange currency forward contracts to fix the exchange rates on short-term Canadian dollar, euro and US dollar denominated transactions and commitments.

Interest rate risk

Interest rate risk arises because of the fluctuation in market interest rates. We are subject to interest rate risk on our cash and cash equivalents, restricted cash and variable rate long-term debt.

Liquidity risk

Liquidity risk arises from our general funding needs and in the management of our assets, liabilities and optimal capital structure. We manage liquidity risk to maintain sufficient liquid financial resources to fund our commitments and obligations in the most cost-effective manner possible.

We have sustained losses and negative cash flows from operations since our inception. At December 31, 2018, we had approximately $8.7 million of cash, cash equivalents and restricted cash. The Company monitors its financial position on a monthly basis at minimum, and updates its expected use of cash resources based on the latest available data. Such forecasting takes into consideration the Company’s financing plans and compliance with internal targets. On December 21, 2018, we entered into a subscription agreement with H2C to issue 3,537,931 common shares for gross proceeds of $20.5 million. The transaction closed on January 24, 2019.

There are uncertainties related to the timing and use of our cash resources and working capital requirements. These uncertainties include, among other things, the timing and volume of commercial sales and associated gross margin of our existing products and the development of markets for, and customer acceptance of, new products. We do not expect our operations to generate sufficient cash flow to fund our obligations as they come due for the next several quarters. As such, these obligations will be funded out of existing and forecasted cash resources, such as proceeds from the private placement referred to above.

We may need to take additional measures to increase liquidity and capital resources, including obtaining additional debt or equity financing, pursuing joint-venture partnerships, equipment financings or other receivables financing arrangements. We may experience difficulty in obtaining satisfactory financing terms. Failure to obtain adequate financing on satisfactory terms could have a material adverse effect on Hydrogenics’ results of operations or financial condition.

Contractual Obligations

			Less than						After
	Total		1 year		1-3 years		4-5 years		5 years
Long-term debt1, including current portion	$	10,225	$	3,753	$	6,472	$	–	$	–
Operating leases		3,934		1,088		1,608		678		560
Purchase obligations		14,145		13,982		163		–		–
Capital lease		33		7		21		5		–
Total contractual obligations2, 3	$	28,337	$	18,830	$	8,264	$	683	$	560

1. Represents the undiscounted amounts payable as disclosed below under “Other Loan Facilities”.

2. The table excludes the DSU liability of $730 included in our current liabilities which relate to units that are only settled once a director resigns as a director.

3. The table excludes the warrant liability of $11 included in our financial liabilities.

2018 Management’s Discussion and Analysis Page 21

Hydrogenics Corporation

Contingent Off-balance Sheet Arrangements

We do not have any material obligations under forward foreign exchange contracts, guarantee contracts, retained or contingent interests in transferred assets, outstanding derivative instruments or non-consolidated variable interests.

In the normal course of operations, we occasionally provide indemnification agreements, other than those listed above, to counterparties that would require us to compensate them for costs incurred as a result of changes in laws and regulations or as a result of litigation claims or statutory sanctions that may be suffered by the counterparty as a consequence of the transaction. The terms of these indemnification agreements will vary. The nature of the indemnification agreements prevents us from making a reasonable estimate of the maximum potential amount we could be required to pay to counterparties. No amount has been recorded in the consolidated financial statements with respect to these indemnification agreements as we are not aware of any claims.

7 Outstanding Share Data

The authorized share capital of the Company consists of an unlimited number of common shares, with no par value, and an unlimited number of preferred shares in series, with no par value. We had 15,447,483 common shares outstanding at December 31, 2018.

	2018				2017
	Number		Amount		Number			Amount
Balance at January 1,		15,436,879	$	387,746		12,544,960		$	365,923
Adjustment for partial shares on share consolidation		–		–		(1	)		–
Issuance of common shares		–		–		2,682,742			19,725
Warrants exercised		–		–		200,575			1,966
Issuance of common shares on vesting of performance share units		4,204		96		4,203			96
Issuance of common shares on exercise of stock options		6,400		69		4,400			36
At December 31,		15,447,483	$	387,911		15,436,879		$	387,746

At December 31, 2018, there were 853,089 stock options outstanding to purchase our common shares. If these securities are exercised, our shareholders could incur dilution.

8 Critical Accounting Estimates

The Company’s management make judgments in it process of applying the Company’s accounting policies in the preparation of its consolidated financial statements. The preparation of financial information requires that we make assumptions and estimates of effects of uncertain future events on the carrying amounts of the Company’s assets and liabilities at the end of the reporting period and the reported amounts of revenue and expenses during the reporting period. Actual results may differ from those estimates as the estimation process is inherently uncertain. Estimates are reviewed on an ongoing basis based on historical experience and other factors that are considered to be relevant under the circumstances. Revisions to estimates and the resulting effects on the carrying amounts of the Company’s assets and liabilities are accounted for prospectively.

The critical judgments, estimates and assumptions applied in the preparation of Company’s financial information are reflected in Note 4 of the Company’s 2018 annual audited consolidated financial statements.

2018 Management’s Discussion and Analysis Page 22

Hydrogenics Corporation

9 Changes in Accounting Policies and Recent Accounting Pronouncements

As described in Note 5 to our consolidated financial statements, effective January 1, 2018 we implemented IFRS 15 – Revenue from Contracts with Customers and IFRS 9 – Financial Instruments. IFRS 15 was applied retrospectively whereas IFRS 9 was applied using the modified retrospective approach. As required, we have restated the financial information for all comparative periods presented within this MD&A to give effect to these policy changes, including the operating results in Section 3, financial condition in Section 4, the quarterly results in Section 5 and liquidity and capital resources in Section 6.

Impact of adoption of IFRS 15 and IFRS 9

The adoption of IFRS 15 did not impact our previously reported net cash flows. However, there has been a material impact on our consolidated balance sheets and consolidated statements of operations and comprehensive loss. The impact on our opening deficit and a description of the adjustments made to amounts previously recognized in our consolidated financial statements is as follows (in thousands of US dollars):

Restatement effect of the adoption of IFRS 15:	Note		December 31, 2017			December 31, 2016
Deficit			$	(382,313	)	$	(371,173	)
Recognition of contract asset for installation, start-up and commissioning services, net of provision for future costs to fulfill these obligations		(a)		270			12
Recognition of a prepaid asset for agent commissions related to long term contracts		(b)		396			280
Restated deficit			$	(381,647	)	$	(370,881	)

a) Installation, start-up and commissioning services

Under IAS 18, our previous revenue recognition policy, we applied the revenue recognition criteria to each separate identifiable component of a single transaction. Specifically, contracts containing installation and start-up and commissioning services were accounted for as a separate element from the initial product sale, and the revenue on those services were deferred until the associated work was performed.

Under IFRS 15, the performance of installation and start-up and commissioning services are not considered distinct from and are considered a single performance obligation where these costs are insignificant in the context of the total sales price of the equipment and where the customer expects they are buying a final installed working product. As a result, revenue attributable to the installation, start-up and commissioning is now recorded at the time control passes of the related equipment sale (typically upon shipment). At that time, we also accrue the estimated costs to fulfill these obligations.

The implementation of IFRS 15 does not affect the ultimate amount of revenues and expenses recognized related to installation, start-up and commissioning but rather the timing. These revenues and expenses are recorded sooner. Accordingly, we recognized additional gross profit of $12 accumulated at December 31, 2016 and a further $258 in 2017, thereby reducing the previously reported deficit by $12 and $270 respectively at December 31, 2016 and December 31, 2017.

b) Sales agent commissions

We incur sales agent commissions for obtaining contracts. Under IAS 18, these costs were expensed when they were earned or incurred.

Under IFRS 15, these incremental costs are deferred for contracts expected to be delivered after more than one year and expensed as the contract is delivered. Accordingly, we deferred $280 of commissions in prepaid expenses as at December 31, 2016 and a further $116 in 2017, thereby reducing the previously reported deficit and accumulated other comprehensive loss by $280 and $396 respectively at December 31, 2016 and December 31, 2017.

2018 Management’s Discussion and Analysis Page 23

Hydrogenics Corporation

c) Contract assets and liabilities

Lastly, IFRS 15 distinguishes between contract assets and accrued receivables based on whether receipt of the consideration is conditional on something other than the passage of time. At December 31, 2017 there was $5,556 (January 1, 2017 – $4,658) of receivables outstanding where our right to consideration was not unconditional (primarily relating to revenues accrued on long term contracts) which have been reclassified as a contract asset under IFRS 15.

Under IFRS 15, amounts received from customers before we have transferred the good or service are to be presented as contract liabilities. As a result, the amounts previously presented as deferred revenues have been reclassified as contract liabilities.

There was no impact to the Company’s financial results as a consequence of the adoption of IFRS 9.

10 Strategy and Outlook

Our strategy is to profitably grow and lead hydrogen energy solutions for diverse applications across global markets. We continue to leverage the milestones and reference sites established in prior years to gain additional traction in the following target markets and applications:

Mobility Power – Our Power Systems business segment is based on PEM fuel cell technology, which transforms chemical energy liberated during the electrochemical reaction of hydrogen and oxygen into electrical energy. Our HyPM® branded fuel cell products are based on our extensive track record of on-bench testing and real-time deployments across a wide range of stationary and mobility power profiles. We configure our HyPM® products into multiple electrical power outputs ranging from 3kW to 1MW with ease of integration, high reliability and operating efficiency, delivered from a highly compact configuration. We feel our technology provides us with a competitive advantage based upon a design that supports a compact, integrated balance of plant and ease of modularity. Our design provides for robust cold weather reliability and a patented rapid start-up and shut down capability. Our low pressure and dry/dry design further differentiates our technology and eliminates the need for additional humidification and pump components.

Our target markets include mobility power applications, such as trains, buses, trucks, utility vehicles, air-craft and most recently, a product development contract was signed for a marine application as well as stationary power applications (including primary and back-up power). Our target future addressable markets (stationary power and mobility markets) are estimated to be in excess of $2 billion specifically related to hydrogen power technology.

Our strategy in China is to work with integrators, companies that take our fuel cell technology and incorporate it into buses and other vehicles provided by original equipment manufacturers. We created a certified integrator program to execute this strategy and have established relationships with multiple parties in China to date. Despite a slowdown in production orders in 2018, we still have the largest fleet of buses on the road in China at over 300. As well, to date, more than ten bus models incorporating our fuel cells are listed in the official Chinese government catalogue (meaning these models are approved for commercial sale). Since inception of strategy, approximately 400 units have been shipped to date and we have outstanding orders for 1,000 more units at present.

During 2018, we continued to support the roll out of commercial units for the Company’s ten-year commuter train propulsion system contract with Alstom Transport, which at €50 million, is the largest commercial order in our history. This order highlights the commercial maturity and strong competitive positioning of our fuel cell technology. Alstom Transport achieved certification of the train sets in July 2018 and placed the trains into active passenger service in September 2018. Alstom is actively working opportunities across Europe to aggregate train orders which will drive follow-on fuel cell orders envisioned under our contract including $46 million in backlog. Our first production order under this agreement is expected in 2019.

Energy Storage – We continue to pursue several large-scale applications which would consume 10 to 100MW of power, which is 100 to 300 times larger than a typical industrial unit to date. Several third-party studies and internal analysis by lead customers such as Uniper and Enbridge suggest substantial long-term opportunity for Power-to-Gas, an application for energy conversion and storage. Our joint venture with Enbridge to build and operate a first of its kind 2.5MW energy storage facility, which was commissioned into service in May 2018, signals the rising importance of energy storage to one of North America’s largest energy companies.

2018 Management’s Discussion and Analysis Page 24

Hydrogenics Corporation

We continue our focus to improve and differentiate our PEM electrolyzer technology. Our HyLYZER 600 3MW PEM single stack electrolyzer is the smallest, most power dense unit in the market today and is ideally suited for large scale energy storage applications. Product development is underway to augment to a 5MW stack permitting cost effective modular scaling in 5MW capacity blocks including a focus on this technology within the TBDA referred to in Section 2 Growth Strategy.

We are experiencing a willingness on the part of utilities and regulatory agencies to increase spending in the growing problem areas related to energy storage and grid stabilization and our sales pipeline remains robust in this area. We are also seeing a gradual maturation around the regulatory framework needed to integrate energy storage into an overall energy framework to permit its cost-effective rollout. For example, on June 15, 2018, the European Union issued an update to its’ Renewable Energy Directive, Part ii which explicitly includes hydrogen solutions towards attainment of EU transportation target attainment. In addition, we continue to witness governments in other jurisdictions showing a willingness to increase spending on alternative energy projects for the same purpose. We believe we continue to be well positioned to benefit from government initiatives in Canada, the European Union (particularly in Germany) and the United States (particularly in California), which we expect will positively impact our business. Since 2014, we installed over 16MW of capacity across 12 reference sites in Europe, Asia and North America. An increase in interest in our Power-to-Gas application and orders for energy storage and fueling stations in Europe, California, the UK and other geographies has signaled what we believe could be a significant increase in opportunities in the markets we serve.

Industrial Hydrogen – Historically, the demand for onsite generation of hydrogen gas has been driven by the manufacturing sector requiring hydrogen for industrial use and hydrogen gas resellers. A typical unit for these applications would generate 20 to 60 normal cubic meters of hydrogen and consume 100 to 300 kW of electrical energy. Our OnSite Generation products are sold to leading merchant gas companies, such as Air Liquide and Linde Gas, and end-users requiring high purity hydrogen produced on-site for industrial applications. We recently completed development of our sixth generation (Type 6) design, our lowest cost and most efficient alkaline product to date, which is critical to maintaining commercial success in this market.

Hydrogen Fueling – We also sell and service products for progressive oil and gas companies, requiring hydrogen fueling stations for transportation applications. Recently, the rollout of fuel cell motor vehicles and the increase in fuel cell buses and other mass transit applications, such as rail, has resulted in an increase in orders and interest for fueling stations in Europe, North America, California and elsewhere. The increasing consumption of hydrogen to support mobility applications will demand more hydrogen supply infrastructure. We have been involved with the construction of over 55 fueling stations globally and see increased demand for hydrogen fueling; particularly, when it can be linked to electrolyzed hydrogen coming from electricity that is generated from renewable sources such as wind and solar energy thus reducing the carbon footprint of the production of hydrogen. Serving both the mobility and generation markets, we believe there could be a major increase in size of both addressable markets.

Outlook Summary

The timing and full realization of the opportunities above, under the current market environment, cannot be assured or specifically established. It is, however, important to understand the magnitude of these opportunities and the transformative impact that any one of them can have on the business going forward as discussed above. Over the past several years, we have taken significant steps to reduce operating and product costs, streamline our operations and strengthen our consolidated financial position. We have tenaciously pursued research and product development to expand use cases across both our mobility and generation businesses. We have established significant commercial opportunities with large global companies such as Alstom, Enbridge and Air Liquide that we believe will support our trajectory to larger scale. We also continue to monitor evolving opportunities such as Hydrail.

While we may see volatility in our costs and revenues over the short-term, we expect our trend of improved cost efficiency to continue over the long term. At December 31, 2018, our order backlog was $132.7 million (December 31, 2018 – $144.6 million) spread across numerous geographical regions, of which approximately $49.0 million is expected to be recorded as revenue in the following twelve months.

As a global company, we are subject to the risks arising from adverse changes in global economic and political conditions. Political conditions such as government commitments and policies towards environmental protection and renewable energy may change over time. Economic conditions in leading and emerging economies have been, and remain, unpredictable. In particular, currency fluctuations could have the impact of significantly reducing revenue and gross margin as well as the competitive positioning of our product portfolio. These macroeconomic and geopolitical changes could result in our current or potential customers reducing purchases or delaying shipment which could cause revenue recognition on these products to shift into 2020 or beyond.

2018 Management’s Discussion and Analysis Page 25

Hydrogenics Corporation

11 Related Party Transactions

In the normal course of operations, the Company subcontracts certain manufacturing functions to a company owned by a family member of an executive officer and Director of the Company. During 2018, Hydrogenics made purchases of $467 (2017 – $646) from this related company. At December 31, 2018, the Company had an accounts payable balance due to this related party of $21 (2017 – $8).

The Company holds an equity investment in the joint venture 2562961 Ontario Ltd., related to the energy storage facility project with Enbridge Gas Distribution. During the year ended December 31, 2018 the Company had sales to the joint venture of $1,372 (2017 – $2,030) and at the end of December 31, 2018 the Company had a receivable of $196 (2017 – $nil) owing from the joint venture.

The Company holds an equity investment in the joint venture Kolon Hydrogenics. The Company had no transactions with the joint venture in 2018 or 2017 and we are in discussions to dissolve the joint venture in 2019.

All related party transactions involve the parent company. There are no related party transactions to disclose for the Company’s subsidiaries.

12 Disclosure Controls

We have established disclosure controls and procedures that are designed to ensure that the information required to be disclosed by the Company in the reports that it files or submits under Canadian and US securities legislation is recorded, processed, summarized, and reported within the time periods specified in such rules and forms and that such information is accumulated and communicated to management, including our principal executive officer and principal financial officer (who are our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), respectively) as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.

We have assessed and effected the necessary change to our current disclosure controls and procedures to reflect the impact of adopting IFRS 15 – Revenues from Contracts with Customers and IFRS 9 – Financial Instruments. Specifically, we have updated and implemented a new revenue recognition checklist that is completed for each new contract to assess the appropriate treatment under IFRS 15. There were no substantive changes to our current disclosure controls and procedures to give effect to IFRS 9 requirements.

Our management, including our CEO and CFO, evaluated the effectiveness of our disclosure controls and procedures. Based on this evaluation and as described below under "Internal Control over Financial Reporting", our CEO and CFO concluded that our disclosure controls and procedures were effective as of December 31, 2018.

13 Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, the CEO and the CFO and effected by the Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with IFRS.

Our management, including our CEO and CFO, believes that any disclosure controls and procedures or internal control over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, have been prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud might occur and not be detected.

2018 Management’s Discussion and Analysis Page 26

Hydrogenics Corporation

Management assessed the effectiveness of the Company’s internal control over financial reporting at December 31, 2018, based on the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission as published in 2013. Based on this evaluation, management believes, at December 31, 2018, the Company’s internal control over financial reporting is effective. Also, management determined there were no material weaknesses in the Company’s internal control over financial reporting at December 31, 2018.

The effectiveness of the Company's internal control over financial reporting as of December 31, 2018, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included in the Company’s annual audited financial statements 

14 Reconciliation of Non-IFRS Measures

Non-IFRS financial measures, including earnings before interest, taxes, depreciation and amortization (“EBITDA”), “Adjusted EBITDA” and “cash operating costs” are used by management to provide additional insight into our performance and financial condition. We believe these non-IFRS measures are an important part of the financial reporting process and are useful in communicating information that complements and supplements the consolidated financial statements.

Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization

We believe Adjusted EBITDA assists investors in comparing a company’s performance on a consistent basis excluding depreciation and amortization, stock-based compensation, including both share settled PSUs and stock options, equity settled restricted share units (“RSUs”) and cash settled DSUs, which are non-cash in nature and can vary significantly due to stock price fluctuations. We believe that removing these expenses is a better measurement of operational performance. Investors should be cautioned that Adjusted EBITDA, as reported by us, may not be comparable in all instances to Adjusted EBITDA, as reported by other companies.

The following table provides a reconciliation of Adjusted EBITDA with net loss:

	Years ended December 31,
	2018			2017
Net loss	$	(13,339	)	$	(10,766	)
Loss from joint ventures		1,637			334
Finance loss, net		1,028			2,108
Income tax expense		300			–
Amortization and depreciation		706			672
DSUs expense (recovery)		(676	)		950
Stock-based compensation expense (including PSUs and RSUs)		957			742
Adjusted EBITDA	$	(9,387	)	$	(5,960	)

Cash Operating Costs

We report cash operating costs because management feels they are a key measurement of the normal operating costs required to operate the ongoing business units of the Company. Cash operating costs are regularly reported to the chief operating decision maker and correspond to the definition used in our historical quarterly discussions. Investors should be cautioned that cash operating costs as reported by us may not be comparable in all instances to cash operating costs as reported by other companies.

2018 Management’s Discussion and Analysis Page 27

Hydrogenics Corporation

The following table provides a reconciliation of cash operating costs with total operating expenses consisting of SG&A and R&D expenses:

	Year ended December 31,
	2018			2017
Selling, general and administrative expenses	$	11,613		$	13,626
Research and product development expenses		7,486			6,376
Total operating costs	$	19,099		$	20,002
Less: Amortization and depreciation		(520	)		(454	)
Less: Gain (loss) on disposal of assets		11			(131	)
Less: DSUs (expense) recovery		676			(950	)
Less: Stock-based compensation expense (including PSUs and RSUs)		(957	)		(742	)
Cash operating costs	$	18,309		$	17,725

15 Risk Factors

An investment in our common shares involves risk. Investors should carefully consider the risks and uncertainties described below and in our Annual Information Form. The risks and uncertainties described below and in our Annual Information Form are not the only ones we face. Additional risks and uncertainties, including those that we do not know about now or that we currently deem immaterial, may also adversely affect our business. For a more complete discussion of the risks and uncertainties which apply to our business and our operating results (which are summarized below), please see our Annual Information Form and other filings with Canadian (www.sedar.com) and U.S. securities regulatory authorities (www.sec.gov/edgar.shtml).

Our business entails risks and uncertainties that affect our outlook and eventual results of our business and commercialization plans. The primary risks relate to meeting our product development and commercialization milestones, which require that our products exhibit the functionality, cost and performance required to be commercially viable against competing technologies and that we have sufficient access to capital to fund these activities. Another primary risk is that key markets for certain of our products may never develop, or that market acceptance might take longer to develop than anticipated – in particular for applications such as energy storage which require leadership at a government and regulatory level.

A summary of our identified risks and uncertainties are as follows:

Risk Factors Related to Our Financial Condition

• Our inability to generate sufficient cash flows, raise additional capital and actively manage our liquidity may impair our ability to execute our business plan, and result in our reducing or eliminating product development and commercialization efforts, reducing our sales and marketing efforts, and having to forego attractive business opportunities. There are uncertainties related to the timing and use of our cash resources and working capital requirements. These uncertainties include, among other things, the timing and volume of commercial sales and associated gross margins of our existing products and the development of markets for, and customer acceptance of new products.

• We may not be able to implement our business strategy and the price of our common shares may decline.

• The uncertain and unpredictable condition of the global economy could have a negative impact on our business, results of operations and consolidated financial condition, or our ability to accurately forecast our results, and it may cause a number of the risks that we currently face to increase in likelihood, magnitude and duration.

• Our operating results may be subject to currency fluctuation.

• Our mix of revenues in the recent past does not reflect our current business strategy, it may be difficult to assess our business and future prospects.

• Our quarterly operating results are likely to fluctuate significantly and may fail to meet the expectations of securities analysts and investors and may cause the price of our common shares to decline.

• We currently depend on a relatively limited number of customers for a majority of our revenues and a decrease in revenue from these customers could materially adversely affect our business, consolidated financial condition and results of operations.

• Our insurance may not be sufficient.

• Certain external factors may affect the value of goodwill, which may require us to recognize an impairment charge.

2018 Management’s Discussion and Analysis Page 28

Hydrogenics Corporation

Risk Factors Related to Our Business and Industry

• Significant markets for fuel cell and other hydrogen energy products may never develop or may develop more slowly than we anticipate. This would significantly harm our revenues and may cause us to be unable to recover the losses we have incurred and expect to incur in the development of our products.

• Hydrogen may not be readily available on a cost-effective basis, in which case our fuel cell products may be unable to compete with existing power sources and our revenues and results of operations would be materially adversely affected.

• Changes in government policies and regulations could hurt the market for our products.

• Lack of new government policies and regulations for the energy storage technologies could hurt the development of the Power-to-Gas market for our hydrogen energy storage products.

• The development of uniform codes and standards for hydrogen powered vehicles and related hydrogen refueling infrastructure may not develop in a timely fashion, if at all.

• We could be liable for environmental damages resulting from our research, development or manufacturing operations.

• We currently face and will continue to face significant competition from other developers and manufacturers of fuel cell power products and hydrogen generation systems. If we are unable to compete successfully, we could experience a loss of market share, reduced gross margins for our existing products and a failure to achieve acceptance of our proposed products.

• We face competition for fuel cell power products from developers and manufacturers of traditional technologies and other alternative technologies.

• Our strategy for the sale of fuel cell power products depends on developing partnerships with OEMs, governments, systems integrators, suppliers and other market channel partners who will incorporate our products into theirs.

• We are dependent on third party suppliers for key materials and components for our products. If these suppliers become unable or unwilling to provide us with sufficient materials and components on a timely and cost-effective basis, we may be unable to manufacture our products cost-effectively or at all, and our revenues and gross margins would suffer.

• We may not be able to manage successfully the anticipated expansion of our operations.

• If we do not properly manage foreign sales and operations, our business could suffer.

• We will need to recruit, train and retain key management and other qualified personnel to successfully expand our business.

• We may acquire technologies or companies in the future, and these acquisitions could disrupt our business and dilute our shareholders’ interests.

• We have no experience manufacturing our fuel cell products on a large-scale basis and if we do not develop adequate manufacturing processes and capabilities to do so in a timely manner, we will be unable to achieve our growth and profitability objectives.

Risk Factors Related to Our Products and Technology

• We may never complete the development of commercially viable fuel cell power products and/or commercially viable hydrogen generation systems for new hydrogen energy applications, and if we fail to do so, we will not be able to meet our business and growth objectives.

• We must lower the cost of our fuel cell and hydrogen generation products and demonstrate their reliability or consumers will be unlikely to purchase our products and we will therefore not generate sufficient revenues to achieve and sustain profitability.

• Any failures or delays in field tests of our products could negatively affect our customer relationships and increase our manufacturing costs.

• The components of our products may contain defects or errors that could negatively affect our customer relationships and increase our development, service and warranty costs.

• Rapid technological advances or the adoption of new codes and standards could impair our ability to deliver our products in a timely manner and, as a result, our revenues would suffer.

• We depend on intellectual property and our failure to protect that intellectual property could adversely affect our future growth and success.

• Our products use flammable fuels that are inherently dangerous substances and could subject us to product liabilities.

• We may experience cybersecurity threats to our information technology infrastructure and systems, and unauthorized attempts to gain access to our proprietary or confidential information, as may our customers, suppliers, subcontractors and joint venture partners.

2018 Management’s Discussion and Analysis Page 29

Hydrogenics Corporation

Risk Factors Related to Ownership of Our Common Shares

• If at any time we are classified as a passive foreign investment company under United State tax laws, our US shareholders may be subject to adverse tax consequences.

• If we fail to maintain the requirements for continued listing on Nasdaq, our common shares could be delisted from trading on Nasdaq, which would materially adversely affect the liquidity of our common shares, the price of our common shares, and our ability to raise additional capital.

• US investors may not be able to enforce US civil liability judgments against us or our directors and officers.

• Our share price is volatile and we may continue to experience significant share price and volume fluctuations.

• Our issuance of warrants, options, RSUs and PSUs to investors and employees may have a negative effect on the trading prices of our common stock as well as a dilutive effect.

16 Forward-Looking Statements

This MD&A constitutes “forward-looking information,” within the meaning of applicable Canadian securities laws and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively referred to herein as “forward-looking statements”). Forward-looking statements can be identified by the use of words, such as “plans,” “expects,” or “is expected,” “budget,” “scheduled,” “estimates,” “forecasts,” “intends,” “anticipates,” or “believes” or variations of such words and phrases or state that certain actions, events or results “may,” “could,” “would,” “might” or “will” be taken, occur or be achieved. These forward-looking statements relate to, among other things, our future results, levels of activity, performance, goals or achievements or other future events. These forward-looking statements are based on current expectations and various assumptions and analyses made by us in light of our experience and our perceptions of historical trends, current conditions and expected future developments and other factors that we believe are appropriate in the circumstances. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in our forward-looking statements.

These risks, uncertainties and other factors include, but are not limited to: our inability to execute our business plan, inability to implement our business strategy or to grow our business and its impact on our business, results of operations and consolidated financial condition; inability to address a slow return to economic growth; fluctuations in our quarterly results; failure to maintain our customer base that generates the majority of our revenues; currency fluctuations; failure to maintain sufficient insurance coverage; changes in value of our goodwill; failure of a significant market to develop for our products; failure of hydrogen being readily available on a cost-effective basis; changes in government policies and regulations; lack of new government policies and regulations for the energy storage technologies; failure of uniform codes and standards for hydrogen fueled vehicles and related infrastructure to develop; liability for environmental damages resulting from our research, development or manufacturing operations; failure to compete with other developers and manufacturers of products in our industry; failure to compete with developers and manufacturers of traditional and alternative technologies; failure to develop partnerships with original equipment manufacturers, governments, systems integrators and other third parties; inability to obtain sufficient materials and components for our products from suppliers; failure to manage expansion of our operations; failure to manage foreign sales and operations; failure to recruit, train and retain key management personnel; inability to integrate acquisitions; failure to develop adequate manufacturing processes and capabilities; failure to complete the development of commercially viable products; failure to produce cost-competitive products; failure or delay in field testing of our products; failure to produce products free of defects or errors; inability to adapt to technological advances or new codes and standards; failure to protect our intellectual property; our involvement in intellectual property litigation; exposure to product liability claims; failure to manage cyber security threats to our information technology infrastructure and systems; failure to meet rules regarding passive foreign investment companies; failure to maintain the requirements for continued listing on Nasdaq; actions of our significant and principal shareholders; dilution as a result of significant issuances of our common shares and preferred shares; inability of US investors to enforce US civil liability judgments against us; volatility of our common share price; and dilution as a result of the exercise of options.

2018 Management’s Discussion and Analysis Page 30

Hydrogenics Corporation

These factors may cause the Company’s actual performance and financial results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements. Forward-looking statements do not take into account the effect that transactions or non-recurring or other special items announced or occurring after the statements are made have on the Company’s business. For example, they do not include the effect of business dispositions, acquisitions, other business transactions, asset write-downs or other charges announced or occurring after forward-looking statements are made. The financial impact of such transactions and non-recurring and other special items can be complex and necessarily depends on the facts particular to each of them.

We believe the expectations represented by our forward-looking statements are reasonable, yet there can be no assurance that such expectations will prove to be correct. The purpose of the forward-looking statements is to provide the reader with a description of management’s expectations regarding the Company’s fiscal 2018 financial performance and may not be appropriate for other purposes. Furthermore, unless otherwise stated, the forward-looking statements contained in this report are made as of the date of this report and we do not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise unless required by applicable legislation or regulation. The forward-looking statements contained in this report are expressly qualified by this cautionary statement.

2018 Management’s Discussion and Analysis Page 31

Hydrogenics Corporation

Management’s Report on Internal Control Over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, the President and Chief Executive Officer and the Chief Financial Officer and is effected by the Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). It includes those policies and procedures that:

• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s consolidated financial statements;

• pertain to the maintenance of records that accurately and fairly reflect, in reasonable detail, the transactions related to and dispositions of the Company’s assets; and

• provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with IFRS, and that the Company’s receipts and expenditures are made only in accordance with authorizations of management and the Company’s directors.

Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of the effectiveness of internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting at December 31, 2018, based on the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission as published in 2013. Based on this assessment and those criteria, management concluded that as at December 31, 2018, the Company’s internal control over financial reporting was effective.

The effectiveness of the Company's internal control over financial reporting as of December 31, 2018 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included in the Company’s audited financial statements.

Daryl C. F. Wilson	Marc Beisheim
President and Chief Executive Officer	Chief Financial Officer

March 15, 2019

Mississauga, Ontario

2018 Consolidated Financial Statements Page 32

Hydrogenics Corporation

Report of Independent Registered Public Accounting Firm

To the Directors and Shareholders of Hydrogenics Corporation

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Hydrogenics Corporation and its subsidiaries (together, the Company) as of December 31, 2018 and 2017, and the related consolidated statements of operations and comprehensive loss, changes in equity and cash flows for the years then ended, including the related notes (collectively referred to as the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and their financial performance and their cash flows for the years then ended in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS). Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control – Integrated Framework (2013) issued by the COSO.

Change in accounting principles

As discussed in Note 5 to the consolidated financial statements, the Company changed the manner in which it accounts for revenue in 2018.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

2018 Consolidated Financial Statements Page 33

Hydrogenics Corporation

Definition and limitations of internal control over financial reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Chartered Professional Accountants, Licensed Public Accountants

Oakville, Canada
March 15, 2019

We have served as the Company's auditor since 1999.

2018 Consolidated Financial Statements Page 34

Hydrogenics Corporation

Hydrogenics Corporation

Consolidated Balance Sheets

(in thousands of US dollars)

			December 31,			December 31,			January 1,
			2018			2017			2017
	Note					Restated (Note 5)			Restated (Note 5)
Assets
Current assets
Cash and cash equivalents		7	$	7,561		$	21,511		$	10,338
Restricted cash		7		935			435			405
Trade and other receivables		8		6,728			8,736			5,144
Contract assets		9		4,534			6,578			5,572
Inventories		10		17,174			15,048			17,130
Prepaid expenses		11		1,960			1,374			1,198
				38,892			53,682			39,787
Non-current assets
Restricted cash		7		241			468			535
Contract assets		9		1,689			645			–
Investment in joint ventures		12		1,644			2,797			1,750
Property, plant and equipment		13		2,867			3,874			4,095
Intangible assets		14		232			180			203
Goodwill		15		4,359			4,569			4,019
				11,032			12,533			10,602
Total assets			$	49,924		$	66,215		$	50,389
Liabilities
Current liabilities
Operating borrowings		19	$	–		$	1,200		$	2,111
Trade and other payables		16		9,068			9,736			7,235
Contract liabilities		9		14,581			11,821			10,268
Financial liabilities		17		3,359			4,913			3,939
Provisions		18		2,041			1,744			2,045
Deferred funding				1,744			880			508
				30,793			30,294			26,106
Non-current liabilities
Other liabilities		20		5,711			8,516			9,262
Contract liabilities		9		1,420			2,223			3,494
Provisions		18		810			976			841
Deferred funding				229			33			12
				8,170			11,748			13,609
Total liabilities				38,963			42,042			39,715
Share capital		21		387,911			387,746			365,923
Contributed surplus				20,717			19,885			19,255
Accumulated other comprehensive loss				(2,681	)		(1,811	)		(3,623	)
Deficit				(394,986	)		(381,647	)		(370,881	)
Total equity				10,961			24,173			10,674
Total equity and liabilities			$	49,924		$	66,215		$	50,389

Guarantees and Commitments and Contingencies (notes 19 and 31)

Subsequent Events (note 37)

Douglas S. Alexander Chair	David C. Ferguson Director

The accompanying notes form an integral part of these consolidated financial statements.

2018 Consolidated Financial Statements Page 35

Hydrogenics Corporation

Hydrogenics Corporation

Consolidated Statements of Operations and Comprehensive Loss

For the years ended December 31,

(in thousands of US dollars, except share and per share amounts)

	Note		2018			2017
						Restated (Note 5)
Revenues			$	33,896		$	48,115
Cost of sales				25,171			36,437
Gross profit				8,725			11,678
Operating expenses
Selling, general and administrative expenses		23		11,613			13,626
Research and product development expenses		24		7,486			6,376
				19,099			20,002
Loss from operations				(10,374	)		(8,324	)
Loss from joint ventures		12		(1,637	)		(334	)
Finance income (loss)
Interest expense, net on financial instruments measured at amortized cost				(1,469	)		(1,812	)
Foreign currency gains, net(1)				144			635
Other finance gains (losses), net		28		297			(931	)
Finance loss, net				(1,028	)		(2,108	)
Loss before income taxes				(13,039	)		(10,766	)
Income tax expense		29		300			–
Net loss for the year				(13,339	)		(10,766	)
Items that will not be reclassified subsequently to net loss:
Re-measurements of actuarial liability				70			98
Items that may be reclassified subsequently to net loss:
Exchange differences on translating foreign operations				(940	)		1,714
Comprehensive loss for the year			$	(14,209	)	$	(8,954	)
Net loss per share - basic and diluted		30	$	(0.86	)	$	(0.77	)
Weighted average number of common shares outstanding, basic and diluted		30		15,441,947			13,947,636

(1) Foreign currency gains (losses) include a gain of $223 on borrowings for the year ended December 31, 2018 (2017 – loss of $223).

The accompanying notes form an integral part of these consolidated financial statements.

2018 Consolidated Financial Statements Page 36

Hydrogenics Corporation

Hydrogenics Corporation

Consolidated Statements of Changes in Equity

(in thousands of US dollars, except share and per share amounts)

														Accumulated
														other
			Common shares					Contributed						comprehensive			Total
	Note		Number			Amount		surplus			Deficit			loss(1)			equity
Balance at December 31, 2016				12,544,960		$	365,923	$	19,255		$	(371,173	)	$	(3,623	)	$	10,382
Change in accounting policy		5		–			–		–			292			–			292
Restated Balance at January 1, 2017				12,544,960			365,923		19,255			(370,881	)		(3,623	)		10,674
Net loss				–			–		–			(10,766	)		–			(10,766	)
Other comprehensive income				–			–		–			–			1,812			1,812
Total comprehensive income (loss)				–			–		–			(10,766	)		1,812			(8,954	)
Adjustment for partial shares   on share consolidation				(1	)		–		–			–			–			–
Issuance of common shares		21		2,682,742			19,725		–			–			–			19,725
Warrants exercised		17		200,575			1,966		–			–			–			1,966
Issuance of common shares   on exercise of stock options		22		4,400			36		(16	)		–			–			20
Issuance of common shares on    vesting of performance share units		22		4,203			96		(96	)		–			–			–
Stock-based compensation expense		22		–			–		742			–			–			742
Balance at December 31, 2017				15,436,879		$	387,746	$	19,885		$	(381,647	)	$	(1,811	)	$	24,173
Net loss				–			–		–			(13,339	)		–			(13,339	)
Other comprehensive loss				–			–		–			–			(870	)		(870	)
Total comprehensive loss				–			–		–			(13,339	)		(870	)		(14,209	)
Issuance of common shares on    vesting of performance    share units		22		4,204			96		(96	)		–			–			–
Issuance of common shares    on exercise of stock options		22		6,400			69		(29	)		–			–			40
Stock-based compensation expense		22		–			–		957			–			–			957
Balance at December 31, 2018				15,447,483		$	387,911	$	20,717		$	(394,986	)	$	(2,681	)	$	10,961

(1) Accumulated other comprehensive loss represents currency translation adjustments of ($2,719) as of December 31, 2018 (2017 – $1,779), and a gain on re-measurement of actuarial liability of $27 as of December 31, 2018 (2017 – loss of $43)

The authorized share capital of the Company consists of an unlimited number of common shares, with no par value, and an unlimited number of preferred shares in series, with no par value.

The accompanying notes form an integral part of these consolidated financial statements.

2018 Consolidated Financial Statements Page 37

Hydrogenics Corporation

Hydrogenics Corporation

Consolidated Statements of Cash Flows

For the years ended December 31,

(in thousands of US dollars)

	Note		2018			2017
						Restated (Note 5)
Cash and cash equivalents provided by (used in):
Operating activities
Net loss for the year			$	(13,339	)	$	(10,766	)
Decrease (increase) in restricted cash				(304	)		134
Items not affecting cash:
Loss (gain) on disposal of property, plant and equipment				(11	)		131
Amortization and depreciation		13, 14		706			672
Loss (gain) from change in fair value of warrants		17		(398	)		675
Unrealized foreign exchange (gain) loss				(353	)		494
Unrealized loss from joint ventures		12		1,637			334
Accreted interest and fair value adjustment		20		1,650			2,075
Stock-based compensation		22		957			742
Stock-based compensation – DSUs		22		(676	)		950
Net change in non-cash operating assets and liabilities		33		1,750			(223	)
Cash used in operating activities				(8,381	)		(4,782	)
Investing activities
Investment in joint venture		12		–			(93	)
Purchase of property, plant and equipment		13		(1,001	)		(3,920	)
Receipt of government funding				974			1,792
Proceeds from disposals of property, plant and equipment		12		700			1,035
Purchase of intangible assets		14		(125	)		(25	)
Cash provided by (used in) investing activities				548			(1,211	)
Financing activities
Proceeds from common shares issued and stock options exercised, net of issuance costs		21, 22		40			19,745
Principal repayments of long-term debt		20		(3,120	)		(1,639	)
Exercise of warrants		17		–			1,374
Interest payments		20		(1,498	)		(1,274	)
Repayment of operating borrowings		19		(1,193	)		(873	)
Repayment of repayable government contributions				–			(171	)
Cash provided by (used in) financing activities				(5,771	)		17,162
Increase (decrease) in cash and cash equivalents during the year				(13,604	)		11,169
Cash and cash equivalents – Beginning of year				21,511			10,338
Effect of exchange rate fluctuations on cash and cash equivalents held				(346	)		4
Cash and cash equivalents – End of year			$	7,561		$	21,511

The accompanying notes form an integral part of these consolidated financial statements.

2018 Consolidated Financial Statements Page 38

Hydrogenics Corporation

Note 1 – Description of Business

Hydrogenics Corporation and its subsidiaries (“Hydrogenics” or the “Corporation” or the “Company”) design, develop and manufacture hydrogen generation products using water electrolysis technology (based on alkaline and proton exchange membrane (“PEM”) electrolyzers), and fuel cell products which convert hydrogen into electricity using PEM technology. The Company has manufacturing plants in Canada and Belgium, satellite facilities in Germany and the United States, and branch offices in Russia and Indonesia. Its products are sold throughout the world.

Hydrogenics is incorporated and domiciled in Canada. The address of the Company’s registered head office is 220 Admiral Boulevard, Mississauga, Ontario, Canada. The Company’s shares trade under the symbol “HYG” on the Toronto Stock Exchange and under the symbol “HYGS” on NASDAQ.

Note 2 – Basis of Preparation

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”) applicable to the preparation of consolidated financial statements.

On March 14, 2019, the Board of Directors authorized the consolidated financial statements for issue.

Note 3 – Summary of Significant Accounting Policies

The consolidated financial statements of the Company include the accounts of Hydrogenics and its wholly-owned subsidiaries; Hydrogenics USA, Inc., Hydrogenics Europe N.V., and Hydrogenics Holding GmbH. All intercompany transactions, balances and unrealized gains or losses on transactions between group companies have been eliminated. Accounting policies of subsidiaries have been changed, where necessary, to ensure consistency with the policies adopted by the Company. Subsidiaries include all entities controlled by the Company. Control exists when the Company is exposed or has rights to variable returns from the Company’s involvement, and has the ability to affect those returns through the Company’s power over the subsidiary. The existence and potential voting rights presently exercisable or convertible are considered when assessing whether the Company controls another entity. Subsidiaries are fully consolidated from the date on which control was obtained by the Company and are deconsolidated from the date on which control ceased. The consolidated financial statements have been prepared under the historical cost convention, except for the revaluation of certain financial assets and financial liabilities to fair value.

Investments in joint ventures

Investments in joint ventures, over which the Company has joint control, are accounted for using the equity method. Under the equity method of accounting, investments are initially recorded at cost, and the carrying amount is increased or decreased to recognize the Company’s share of the investee’s net profit or loss, including net profit or loss recognized in other comprehensive income (“OCI”), subsequent to the date of acquisition.

Foreign currency translation

Items included in the financial statements of each consolidated entity in the Company’s consolidated financial statements are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The consolidated financial statements are presented in US dollars, which is the functional currency of Hydrogenics Corporation (“the parent company”).

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of foreign currency transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in currencies other than an operation’s functional currency are recognized in the consolidated statements of operations and comprehensive loss.

2018 Consolidated Financial Statements Page 39

Hydrogenics Corporation

The functional currency of the Company’s subsidiaries located in Belgium and Germany is the euro, which is the currency of the primary economic environment in which these subsidiaries operate. The financial statements of these subsidiaries are translated into US dollars as follows: assets and liabilities, at the closing exchange rate at the dates of the consolidated balance sheets; and the income and expenses and other comprehensive income (loss), at the average exchange rate during the year as this is considered a reasonable approximation to the actual rates. All resulting foreign exchange changes are recognized in other comprehensive loss as cumulative translation adjustments.

Cash and cash equivalents and restricted cash

Cash equivalents are short-term, highly liquid investments that are readily convertible into known amounts of cash. Cash and cash equivalents, including restricted cash held as partial security for standby letters of credit and letters of guarantee, include cash on hand, deposits held with banks and other short-term, highly liquid investments with original maturities of three months or less.

Financial instruments (excluding hedging activities)

(i) Classification

The Company classifies its financial instruments in the following categories: at fair value through profit and loss (“FVPL”), at fair value through other comprehensive income (loss) (“FVOCI”) or at amortized cost. The Company determines the classification of financial assets and liabilities at initial recognition. The classification of the Company’s financial assets and liabilities is disclosed in note 35.

(ii) Measurement

Amortized cost

Financial assets and liabilities at amortized cost are initially recognized at fair value (except for trade receivables that do not contain a significant financing component which are measured at the transaction price) plus or minus transaction costs and subsequently carried at amortized cost less any impairment.

Fair value through profit and loss

Financial assets and liabilities carried at FVPL are initially recorded at fair value and transaction costs are expensed in the consolidated statements of operations and comprehensive loss. Derivatives are included in this category unless designated as hedges. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVPL are included in the consolidated statements of operations and comprehensive loss within other gains and losses in the period in which they arise.

Fair value through other comprehensive income

Financial assets carried at FVOCI are measured at fair value. Interest, dividends and impairment gains and losses are recognized in the consolidated statement of operations on the same basis as for amortized cost assets. Changes in fair value are recognized initially in other comprehensive income. When the assets are derecognized or reclassified the cumulative changes in fair value are reclassified to the consolidated statement of operations (except where they relate to investments in equity instruments). The Company has no financial instruments measured at fair value through other comprehensive loss.

(iii) Impairment of financial assets at amortized cost

For trade receivables and contract assets, the Company applies the simplified approach to providing for expected credit losses prescribed by IFRS 9, which requires the use of the lifetime expected loss provision for all trade receivables and contract assets based on the Company’s historical default rates over the expected life of the trade receivables adjusted for forward-looking estimates (see note 35).

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Hydrogenics Corporation

(iv) Derecognition

i. Financial assets - The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are recognized in the consolidated statements of operations and comprehensive loss.

ii. Financial liabilities - The Company derecognizes financial liabilities only when its obligations under the financial liabilities are discharged, cancelled or expired. Generally, the difference between the carrying amount of the financial liability derecognized and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognized in the consolidated statements of operations and comprehensive loss.

Derivatives and hedging activities

The Company periodically holds derivative financial instruments to hedge its foreign currency risk exposures that are designated as the hedging instrument in a hedge relationship. On initial designation of the hedge, the Company formally documents the relationship between the hedging instrument and hedged item, including the risk management objectives and strategy in undertaking the hedge transaction, together with the methods that will be used to assess the effectiveness of the hedging relationship. The Company makes an assessment, both at the inception of the hedge relationship as well as on an ongoing basis, whether the hedging instruments are expected to be “highly effective” in offsetting the changes in the fair value or cash flows of the respective hedged items during the period for which the hedge is designated, and whether the actual results of each hedge are within a range of 80-125%.

For a cash flow hedge of a forecast transaction, the transaction should be highly probable to occur and should present an exposure to variations in cash flows that could ultimately affect reported net income. Derivatives are recognized initially at fair value; attributable transaction costs are recognized in profit or loss as incurred. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are recognized in other comprehensive income and presented in unrealized gains/losses on cash flow hedges in equity. The amount recognized in other comprehensive income is removed and included in profit or loss in the same period as the hedged cash flows affect profit or loss under the same line item in the consolidated statements of operations and comprehensive loss as the hedged item. Any ineffective portion of changes in the fair value of the derivative is recognized immediately in profit or loss. If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated, exercised, or the designation is revoked, then hedge accounting is discontinued prospectively. The cumulative gain or loss previously recognized in other comprehensive income and presented in unrealized gains/losses on cash flow hedges in equity remains there until the forecast transaction affects profit or loss. If the forecast transaction is no longer expected to occur, then the balance in other comprehensive income is recognized immediately in profit or loss. In other cases the amount recognized in other comprehensive income is transferred to profit or loss in the same period that the hedged item affects profit or loss.

Inventories

Raw materials, work-in-progress and finished goods are valued at the lower of cost, determined on a first-in, first-out basis, and net realizable value. Inventory costs include the cost of material, labour, variable overhead and an allocation of fixed manufacturing overhead including amortization based on normal production volumes. Net realizable value is the estimated selling price less estimated costs of completion and applicable selling expenses. If the carrying value exceeds the net realizable amount, a write-down is recognized. The write-down may be reversed in a subsequent period if the circumstances causing it no longer exist.

Property, plant and equipment

Property, plant and equipment are stated at cost less government grants, accumulated depreciation and accumulated impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the asset. Subsequent costs are included in the asset’s carrying value or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost can be measured reliably. The cost and accumulated depreciation of replaced assets are derecognized when replaced. Repairs and maintenance costs are charged to the consolidated statements of operations and comprehensive loss during the period in which they are incurred.

2018 Consolidated Financial Statements Page 41

Hydrogenics Corporation

Depreciation is calculated on a diminishing balance method to depreciate the cost of the assets to their residual values over their estimated useful lives. The depreciation rates applicable to each category of property, plant and equipment are as follows:

Plant and Test equipment	30% per annum
Furniture and equipment	20% – 30% per annum
Computer hardware	30% per annum
Automobiles	30% per annum
Leasehold improvements	Straight-line over the term of the lease

Residual values, method of depreciation and useful lives of the assets are reviewed at least annually and adjusted if appropriate.

Construction-in-progress assets are not depreciated until such time they are available for use. Depreciation ceases at the earlier of the date the asset is classified as held-for-sale and the date the asset is derecognized.

Gains and losses on disposals of property, plant and equipment are determined by comparing the proceeds with the carrying value of the asset and are included as part of other gains and losses in the consolidated statements of operations and comprehensive loss.

Intangible assets

The Company’s intangible assets consist of computer software with finite useful lives. These assets are capitalized and amortized over their useful lives using the diminishing balance method of 30% per annum. Costs associated with maintaining computer software programs are recognized as an expense as incurred. The method of amortization and useful lives of the assets are reviewed at least annually and adjusted if appropriate.

Goodwill

Goodwill is recognized as the fair value of the consideration transferred including the recognized amount of any non-controlling interest in the acquiree, less the fair value of the net identifiable assets acquired and liabilities assumed, as of the acquisition date. Subsequent to initial recognition, goodwill is measured at cost less accumulated impairment losses. Goodwill acquired in business combinations is allocated to groups of cash generating units (“CGU”) that are expected to benefit from the synergies of the combination. The goodwill recorded in the Company’s consolidated financial statements relates to the OnSite Generation CGU.

Impairment long-lived assets

Property, plant and equipment and definite life intangible assets are tested for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Intangible assets with an indefinite useful life or intangible assets not yet available-for-use are subject to an annual impairment test. When events or changes in circumstances indicate impairment, impairment test is performed earlier than annual. For the purpose of measuring recoverable values, assets are grouped at the lowest levels for which there are separately identifiable cash inflows being the CGU. Goodwill is not amortized but is reviewed for impairment annually or at any time an indicator of impairment exists. A goodwill CGU represents the lowest level within an entity at which goodwill is monitored for internal management purposes, which is not higher than an operating segment.

For the long-lived asset impairment test, the recoverable value is the higher of an asset or CGU’s fair value less costs of disposal and value in use. An impairment loss is recognized for the value by which the asset or CGU’s carrying value exceeds its recoverable value.

2018 Consolidated Financial Statements Page 42

Hydrogenics Corporation

Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Chief Executive Officer. The Corporation has two segments which are OnSite Generation and Power Systems. OnSite Generation includes the design, development, manufacture and sale of hydrogen generation products. Power Systems includes the design, development, manufacture and sale of fuel cell products.

Provisions and product warranties

Provisions are recognized when the Company has a present legal or constructive obligation as a result of past events, it is more likely than not that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated. Provisions are measured based on management’s best estimate of the expenditure required to settle the obligation at the end of the reporting period, and are discounted to their present value where the effect is material.

Provisions for the estimated cost of installation, start up and commissioning services related to the sale of equipment are recognized at the time of sale where the costs are insignificant in the context of the total contract and where the customer believes they are buying a final installed working product rather than the individual collection of products and services. These costs are revised if circumstances change and any resulting increase or decrease in estimated costs is reflected in the consolidated statement of operations and comprehensive loss in the period in which the circumstances that give rise to the revision become known by management.

Additionally, the Company performs evaluations to identify onerous contracts and where applicable, records provisions for such contracts. Onerous contracts are those in which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it. The unavoidable costs under a contract reflect the least net cost of exiting from the contract, which is the lower of the cost of fulfilling it and any compensation or penalties arising from the failure to fulfill it.

The Company typically provides a warranty for parts and/or labour for up to two years or based on time or certain operating specifications, such as hours of operation. In establishing the warranty provision, the Company estimates the likelihood that products sold will experience warranty claims and the estimated cost to resolve claims received, taking into account the nature of the contract and past and projected experience with the products. Provisions are reviewed at each consolidated balance sheet date and adjusted to reflect the current best estimate. If it is no longer probable that a payment to settle the obligation will be incurred, the provision is reversed.

Warrants

The Company’s warrants include anti-dilution provisions, and as a result have been classified as financial liabilities, and are recorded at their fair value with changes in fair value reflected in the consolidated statements of operations and comprehensive loss.

Leases

Leases are classified as finance leases when the lease arrangement transfers substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. The assets held under a finance lease are recognized as assets at the lower of the following two values: the present value of the minimum lease payments under the lease arrangement or their fair value determined at inception of the lease. The corresponding obligation to the lessor is accounted for as long-term debt. These assets are depreciated over the shorter of the useful life of the assets and the lease term when there is no reasonable certainty the Company will obtain ownership by the end of the lease term. Payments made under operating leases (net of any incentives received from the lessor) are charged to the consolidated statements of operations and comprehensive loss on a straight-line basis over the period of the lease.

2018 Consolidated Financial Statements Page 43

Hydrogenics Corporation

Research and product development

The Company incurs costs associated with the design and development of new products. Expenditures during the research phase are expensed as incurred. Expenditures during the development phase are capitalized if the Company can demonstrate each of the following criteria: (i) the technical feasibility of completing the intangible asset so that it will be available-for-use or sale; (ii) its intention to complete the intangible asset and use or sell it; (iii) its ability to use or sell the intangible asset; (iv) how the intangible asset will generate probable future economic benefits; (v) the availability of adequate technical, financial, and other resources to complete the development and to use or sell the intangible asset; and (vi) its ability to measure reliably the expenditure attributable to the intangible asset during its development; otherwise, they are expensed as incurred. Capitalized costs are amortized over their estimated useful lives. No government grants have been capitalized to date.

Government assistance

Funding for research and product development includes government and non-government research and product development support. Government research and product development funding is recognized when there is reasonable assurance the Company has complied with the conditions attached to the funding arrangement and is recognized as the applicable costs are incurred. Non-governmental funding is recognized when the Company becomes party to the contractual provisions of the funding agreement and is recognized as the applicable costs are incurred. Research and product development funding is presented as a reduction in research and product development expenses unless it is for reimbursement of an asset, in which case, it is accounted for as a reduction in the carrying amount of the applicable asset. Where the Company receives government contributions that include fixed terms of repayment, a financial liability is recognized and measured as an amortized cost financial liability, as discussed above.

Revenue recognition

The Company’s business is to develop and sell electrolyser and fuel cell products and provide related services. The equipment and services are sold both on their own and bundled together as a package of goods and/or services.

(a) Sale of equipment

Material promises within a contract to deliver distinct goods and services are accounted for as separate performance obligations and the contract price is allocated between each performance obligation based upon their relative stand-alone selling prices. Revenue is recognized at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods and services to the customer. For contracts with customers in which the sale of equipment is generally expected to be the only performance obligation, the Company recognizes revenue at the point in time when control of the asset is transferred to the customer. Control normally passes upon shipment unless the company enters into a bill and hold arrangement, in which case revenue is recognized upon readiness for shipment. The Company’s standard payment terms include a deposit upon order acceptance and payment in full prior to delivery. Startup and commissioning services, if applicable, are invoiced upon completion of the service.

(i) Variable consideration

Some contracts with customers provide trade discounts, exclusivity, license, sales-based royalties and/or volume rebates and discounts and give rise to variable consideration. Variable consideration is estimated at contract inception and updated prospectively for any changes to the estimates. Variable consideration is only included in the transaction price to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

(ii) Warranty obligations

The Company provides for warranties for general repairs but does not generally provide extended warranties in its contracts with customers. As such, most existing warranties are assurance-type warranties which will continue to be accounted for under IAS 37 Provisions, Contingent Liabilities and Contingent Assets. For non-standard contracts where the Company provides extended warranties, they are accounted for as separate performance obligations to which the Company allocates a portion of the transaction price.

2018 Consolidated Financial Statements Page 44

Hydrogenics Corporation

(b) Long-term contracts

For long-term contracts, such as customer-specific product development contracts, control of the promised goods and services are generally transferred to the customers over time as performance obligations are satisfied. Revenue is recognized over time using input methods based on the measure of the progress towards complete satisfaction of that performance obligation. Under this method, the revenue recognized equals the latest estimate of the total transaction price of the contract multiplied by the actual completion rate, determined by reference to the costs incurred for the transaction and the estimated costs to complete the transaction.

The determination of the transaction price represents the contractually agreed amount, including change orders. A change order results from an official change to the scope of work to be performed compared to the original contract that was signed. The Company estimates costs separately for each customer specific development contract including the effects of change orders.

If circumstances arise that may change the estimated transaction price, the remaining costs or extent of progress toward completion, and estimates of revenues to be recorded are revised. These revisions may result in increases or decreased in estimated revenues or remaining costs to complete and are accounted for prospectively from the period in which the circumstances that give rise to the revision become known by management. If the outcome of a transaction cannot be estimated reliably, revenue is recognized only to the extent of the expenses recognized that are recoverable. When the outcome of a transaction cannot be estimated reliably, and it is not probable the costs incurred will be recovered, revenue is not recognized and the costs incurred are recognized as an expense. Once the uncertainty surrounding the outcome no longer exists, a cumulative catch up adjustment is recognized to record revenue related to prior performance that had not been recognized due to the inability to measure progress.

The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and customer advances and deposits (contract liabilities) on the consolidated balance sheet. Amounts are billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals or upon achievement of contractual milestones. Generally, billing occurs subsequent to revenue recognition, resulting in contract assets reported on the consolidated balance sheet at the end of each reporting period.

(c) Rendering of services

The Company provides start-up, commissioning, installation, scheduled or unscheduled maintenance, both with and without parts and other product development services. These services are sold either on their own or bundled together with the sale of equipment to a customer. Where these performance obligations are not considered distinct (i.e. where the customer believes they are buying a final installed working product and are not buying the individual collection of products and services bundle), these services are combined into a single performance obligation and recognized on the same basis as the sale of the related equipment. Revenue from services deemed to be a separate performance obligation are recognized by reference to the stage of completion based upon relative stand-alone selling prices.

d) Technology transfer, license and exclusivity arrangements

When a single performance obligation includes technology transfer, license of intellectual property or exclusivity arrangements and one or more other goods or services, the Company considers the nature of the combined good or service for which the customer has contracted in determining whether that combined good or service is satisfied over time or at a point in time, and if over time, in selecting an appropriate method for measuring progress.

Revenues from sales-based royalties promised in exchange for a license of intellectual property are recognized as revenue at the later of the date the product subject to the royalty is sold by the licensee, or when the performance obligation to which the sales-based royalty has been allocated is satisfied.

(e) Contract assets

The Company recognizes contract assets depending on the relationship between the Company’s performance obligation and the contract payment terms. A trade receivable is separately recorded only when the Company has an unconditional right to the consideration. For long-term development contracts and OnSite Generation contracts in particular, customers usually retain a small portion of the contract price until completion of the service, installation and commissioning, which generally result in revenue in excess of billings which are presented as contract assets on the consolidated balance sheet. The associated provisions for future costs to complete this work are recorded in provisions.

2018 Consolidated Financial Statements Page 45

Hydrogenics Corporation

(f) Contract liabilities

The Company may receive advances from customers upon contract execution for which revenue is expected to occur within 12 months. These are deferred within contract liabilities until recognition in revenue as or when the performance obligation is satisfied. In relation to licensing arrangements, upfront license fees considered to consist of a single performance obligation, including a license of intellectual property and one or more other goods or services, are deferred in contract liabilities until recognition in revenue as or when the combined performance obligation is satisfied. For contracts that require customers to pay long-term advances, the payment terms are structured primarily for reasons other than the provision of finance to the Company; notably, to meet working capital demands, to ensure the customers follow through with their purchase orders, to ensure an incentive to not terminate the contract for any reasons, including economic, or to mitigate a history of late payments. Other long-term customer advances are analyzed to determine whether there is a significant financing component in its contracts and are accounted for separately.

(g) Incremental costs

The Company incurs incremental costs like sales agent commissions for obtaining the contract or to fulfill a contract. These costs are deferred within prepaids for contracts expected to be delivered after more than one year and expensed as the contract is delivered. Where there is a retrospective step up in the sales agent commission on a sale as a result of the salesperson reaching a new cumulative sales threshold, the Company allocates the commission between the contract in question and the preceding contracts in the year that contributed to the agent reaching the threshold. The commission related to any contract that has already been recorded as revenue is expensed while the commission corresponding to contract revenue that has not yet been recorded is capitalized and expensed simultaneously with the related contract revenue.

Cost of sales

Cost of sales for products includes the cost of finished goods inventory and the costs related to shipping and handling. Cost of sales for service includes direct labour and additional direct and indirect expenses.

Share capital

Common shares are classified as equity. Incremental costs directly attributable to the issuance of shares are recognized as a deduction from equity.

Post-retirement benefit liabilities

The Company has a post-retirement benefit obligation with respect to the Belgium subsidiary related to a defined contribution plan. Under Belgian law, a guaranteed return on the contributions is required and as a result this is accounted for as a defined benefit plan. The Company has recorded a long-term liability associated with this plan for the present value of the obligation at the consolidated balance sheet dates. Changes in the fair value of this liability represent actuarial gains and losses arising from experience adjustments and are charged/credited to equity in other comprehensive loss.

2018 Consolidated Financial Statements Page 46

Hydrogenics Corporation

Stock-based compensation

The Company’s stock-based compensation plans are summarized below:

(i) Stock options

The Company grants stock options to certain employees. Stock options vest 25% one year from the date of grant and annually thereafter over three more years and expire after ten years. Each tranche in an award is considered a separate award with its own vesting period and grant date fair value. The fair value of each tranche is measured at the date of grant using the Black-Scholes option pricing model. Compensation expense is recognized (with a corresponding adjustment to contributed surplus) over the tranche’s vesting period, and is based on the estimated number of instruments expected to vest, which are then reestimated at the reporting dates to the extent that subsequent information indicates the actual number of instruments expected to vest is likely to differ from previous estimates. When options are exercised the Company issues new shares and the proceeds received net of any directly attributable transaction costs are credited to share capital at exercise price and the difference is adjusted to contributed surplus.

(ii) Restricted share units (“RSU”)

The Company grants RSUs to certain employees. The RSUs will be settled in the Company’s shares. The cost of the Company’s RSUs is charged to selling, general and administrative expenses using the cliff vesting method. RSUs vest three years from grant date. The fair value of each grant of RSUs is the fair value of the Company’s share price on the date of grant. The resulting compensation expense, included in selling, general and administrative expenses, based on the fair value of the awards granted, is charged to income over the period the employees unconditionally become entitled to the award, with a corresponding increase to contributed surplus.

(iii) Deferred share units (“DSU”)

The Company grants DSUs to directors as part of their compensation. The DSUs vest upon grant and are settled in cash. The vested DSUs are marked-to-market at the end of each reporting period based on the closing price of the Company’s shares with the change in fair value recorded in selling, general and administrative expenses. The Company has set up a liability in the consolidated balance sheets, included within financial liabilities, for the fair value of the vested DSUs.

(iv) Performance share units (“PSU”)

The Company has granted PSUs to certain employees. The PSUs will be settled in the Company’s common shares. The cost of the Company’s PSUs is charged to selling, general and administrative expenses using the graded vesting method. The fair value of the vested share units is the fair value of the Company’s share price on the date of grant. The resulting compensation expense, based on the fair value of the awards granted, excluding the impact of any non-market service and performance vesting conditions, is charged to income over the period the employees unconditionally become entitled to the award, with a corresponding increase to contributed surplus. Non-market vesting conditions are considered in making assumptions about the number of awards that are expected to vest. At each reporting date, the Company reassesses its estimates of the number of awards that are expected to vest and recognizes the impact of any revision in the consolidated statements of operations and comprehensive loss with a corresponding adjustment to contributed surplus.

Income taxes

Income tax expense comprises current income tax expense and deferred income tax expense. Income tax expense is recognized in the consolidated statements of operations and comprehensive loss, except to the extent that it relates to items recognized directly in equity, in which case, income taxes are also recognized directly in equity. Current income taxes are the expected taxes payable on the taxable income for the year, using income tax rates enacted at the end of the reporting period, and any adjustment to income taxes payable in respect of previous years. Withholding taxes deducted from license fee revenues by foreign jurisdictions are accounted for and presented as income taxes in the consolidated statement of operations.

In general, deferred income taxes are the amount of income taxes expected to be paid or recoverable in future periods in respect of temporary differences, carry-forwards of unused non-capital tax losses and carry-forwards of unused tax credits. Deferred income taxes arise between the tax base and their carrying values in the consolidated financial statements as well as on unused tax losses and tax credits. Deferred income taxes are determined on a non-discounted basis using tax rates and laws that have been enacted or substantively enacted at the consolidated balance sheet dates and are expected to apply when the deferred income tax asset or liability is settled.

2018 Consolidated Financial Statements Page 47

Hydrogenics Corporation

Deferred income taxes are provided on temporary differences arising on investments in subsidiaries and associates, except, in the case of subsidiaries, where the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred income tax assets are recognized to the extent it is probable that taxable profits will be available against which the deductible temporary differences and unused tax losses and tax credits can be utilized. The carrying value of deferred income tax assets is reviewed at each consolidated balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the deferred income tax asset to be recovered. Deferred income tax liabilities are not recognized on temporary differences that arise from goodwill, which is not deductible for tax purposes. Deferred income tax assets and liabilities are not recognized in respect of temporary differences that arise on initial recognition of certain assets and liabilities acquired other than in a business combination. Deferred income tax assets and liabilities are presented as non-current.

Net loss per share

Basic net loss per share is calculated based on the weighted average number of common shares outstanding for the year. Diluted net loss per share is calculated using the weighted average number of common shares outstanding for the year for basic net loss per share plus the weighted average number of potential dilutive shares that would have been outstanding during the year had all potential common shares been issued at the beginning of the year or when the underlying stock options or warrants were granted, if later, unless they were anti-dilutive. The treasury stock method is used to determine the incremental number of shares that would have been outstanding had the Company used proceeds from the exercise of stock options and warrants to acquire common shares.

Note 4 – Significant Accounting Judgments and Estimation Uncertainties

Critical accounting estimates and judgments

The preparation of consolidated financial statements in accordance with IFRS requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and notes to the consolidated financial statements. These estimates are based on management’s experience and other factors, including expectations about future events that are believed to be reasonable under the circumstances. Significant areas requiring the Company to make estimates include revenue recognition and contract accounting, warranty provisions, goodwill impairment and going concern.

These estimates and judgments are further discussed below:

(i) Revenue recognition

Significant areas requiring the Company to make estimates impacting revenue recognition related to:

(a) Contracts with performance obligations satisfied over time.

Contracts with performance obligations satisfied over time include:

i. Customer specific product development contracts - The Company estimates costs separately for each customer specific product development contract. The determination of estimated costs for completing fixed-price contracts is based on the Company’s business practices, considering budgets as well as historical experience. Management regularly reviews these estimates, which can be affected by a variety of factors such as variances in scheduling, cost of materials, availability and cost of qualified labour and subcontractors, productivity, and possible claims from subcontractors.

ii. Maintenance contracts - Revenue from providing maintenance services is recognized in the accounting period in which the services are rendered. For fixed-price contracts, revenue is recognized based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided, because the customer receives and uses the benefits simultaneously. Some maintenance contracts also offer scheduled visits and discounts on future spare part purchases. Because these represent additional performance obligations, the transaction price must be allocated to each performance obligation on a stand-alone selling price basis where material in the context of the contract. Management estimates the stand-alone selling price at contract inception based on observable prices for services rendered in similar circumstances to similar customers.

2018 Consolidated Financial Statements Page 48

Hydrogenics Corporation

iii. Technology transfer, licensing and manufacturing support contracts – Technology transfer licensing and manufacturing support arrangements constitute a single performance obligation that includes both a license for intellectual property as well as associated manufacturing training and support services. The transaction price is recognized as revenue over time as the combined services are provided.

(b) Contracts with performance obligations satisfied at a point in time.

Installation, start up and commissioning services related to the sale of equipment are not distinct and are combined into a single performance obligation where the costs are insignificant in the context of the total contract and where the customer believes they are buying a final installed working product rather than the individual collection of products and services. Thus, as long as control has passed when the product is shipped, all the revenue is recorded and an estimate for remaining costs for this work is accrued. These costs will be revised if circumstances change and any resulting increase or decrease in estimated costs will be reflected in the consolidated statement of operations and comprehensive loss in the period in which the circumstances that give rise to the revision become known by management.

(ii) Warranty provision

The Company typically provides a warranty for parts and/or labour for up to two years from the date of shipment or commissioning or based on certain operating specifications, such as hours of operation. In establishing the warranty provision, management considers historical field data, projected claims experience, results of internal testing and in certain circumstances, application, in determining the value of this provision. Should these estimates prove to be incorrect, the Company may incur costs different from those provided for in the warranty provision. Management reviews warranty assumptions and makes adjustments to the provision at each reporting date based on the latest information available, including the expiry of contractual obligations. Adjustments to the warranty provision are recorded in cost of sales.

(iii) Goodwill impairment testing

The Company tests annually whether goodwill has suffered any impairment, in accordance with the accounting policy stated in note 3. The recoverable amount of the OnSite Generation CGU has been determined based on an estimation of fair value less cost to sell (“FVLCS”). In the absence of a binding sales agreement, FVLCS is estimated using an income approach by discounting future cash flows. The estimation of FVLCS requires the use of estimates which are explained in note 15.

Key estimates and assumptions, include management’s expectations of future revenue growth, operating costs and profit margins as well as discount rates for the CGU and incremental costs for disposing of the assets. Growth rate assumptions used are based on the Company’s historical growth, internal budget, expectations of future revenue growth as well as industry and expected market trends in the hydrogen refueling, Power-to-Gas and industrial hydrogen market sectors. The Company uses a discount rate to calculate the present value of estimated future cash flows, which represents its weighted average cost of capital (WACC), plus a premium to take into account specific industry, size and company specific risks of the CGU, as the case may be.  The income approach used by management is supplemented by a market based approach whereby the Company assesses the reasonableness of the resulting revenue multiples from the income approach valuation models based on available data from observable active market prices of broadly comparable businesses, data from recent transactions of similar assets within the same industry, when available and the Company’s stock price.

(iv) Going concern

The assessment of events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern involves significant judgment. In making this determination management considers all relevant information. See note 35 for Liquidity risk disclosures. Management has determined that there is no going concern uncertainty at December 31, 2018. 

2018 Consolidated Financial Statements Page 49

Hydrogenics Corporation

Note 5 – IFRS 9 Financial Instruments & IFRS 15 Revenue from Contracts with Customers – Impact of Adoption

IFRS 9 Financial Instruments – Impact of adoption

The Company adopted all the requirements of IFRS 9 Financial Instruments (“IFRS 9”) as of January 1, 2018. IFRS 9 replaces IAS 39 Financial Instruments: Recognition and Measurement (“IAS 39”). IFRS 9 utilizes a revised model for recognition and measurement of financial instruments and a single, forward-looking “expected loss” impairment model. Most of the requirements in IAS 39 for classification and measurement of financial liabilities were carried forward in IFRS 9, such that the Company’s accounting policy with respect to financial liabilities is unchanged. Further, as a result of adoption of IFRS 9, management has not changed its accounting policy for financial assets except for the adoption of the simplified approach to determining expected credit losses for receivables and contract assets, which had no impact on the carrying value of any financial assets or financial liabilities on the January 1, 2018 transition date.

IFRS 15 Revenue from Contracts with Customers – Impact of adoption

The Company has adopted IFRS 15 from January 1, 2018 using the full retrospective method which resulted in changes in accounting policies and adjustments to the amounts recognized in the comparative financial statements.

2018 Consolidated Financial Statements Page 50

Hydrogenics Corporation

The following table shows the effect of the adoption of IFRS 15 on the Company’s balance sheets at January 1, 2017:

	IAS18  carrying amount			Note	Remeasure- ments		Reclass- ifications			IFRS 15 carrying amount
Assets
Current assets
Cash and cash equivalents	$	10,338			$	-		-		$	10,338
Restricted cash		405				-		-			405
Trade and other receivables		9,802		5(c)		-		(4,658	)		5,144
Contract assets		–		5(a)(c)		914		4,658			5,572
Inventories		17,208		5(a)		-		(78	)		17,130
Prepaid expenses		918		5(b)		280		-			1,198
		38,671				1,194		(78	)		39,787
Non-current assets
Restricted cash		535				-		-			535
Investment in joint ventures		1,750				-		-			1,750
Property, plant and equipment		4,095				-		-			4,095
Intangible assets		203				-		-			203
Goodwill		4,019				-		-			4,019
		10,602				-		-			10,602
Total assets	$	49,273			$	1,194		(78	)	$	50,389
Liabilities
Current liabilities
Operating borrowings	$	2,111			$	-		-		$	2,111
Trade and other payables		7,235				-		-			7,235
Contract liabilities		–		5(c)		-		10,268			10,268
Financial liabilities		3,939				-		-			3,939
Provisions		1,221		5(a)		902		(78	)		2,045
Deferred funding		–		5(c)		-		508			508
Deferred revenue		10,788		5(c)		-		(10,788	)		–
		25,294				902		(90	)		26,106
Non-current liabilities
Other liabilities		9,262				-		-			9,262
Contract liabilities		–		5(c)		-		3,494			3,494
Provisions		841				-		-			841
Deferred funding		–		5(c)		-		12			12
Deferred revenue		3,494		5(c)		-		(3,494	)		–
		13,597				-		12			13,609
Total liabilities		38,891				902		(78	)		39,715
Share capital		365,923									365,923
Contributed surplus		19,255				-		-			19,255
Accumulated other comprehensive loss		(3,623	)			-		-			(3,623	)
Deficit		(371,173	)	5(a)(b)		292		-			(370,881	)
Total equity		10,382				292		-			10,674
Total equity and liabilities	$	49,273			$	1,194		(78	)	$	50,389

2018 Consolidated Financial Statements Page 51

Hydrogenics Corporation

The following adjustments were made to the amounts recognized in the consolidated balance sheets at December 31, 2017:

	IAS 18									IFRS 15
	carrying amount			Note	Remeasure- ments		Reclass- ifications			carrying amount
Assets
Current assets
Cash and cash equivalents	$	21,511			$	-		-		$	21,511
Restricted cash		435				-		-			435
Trade and other receivables		14,292		5(c)		-		(5,556	)		8,736
Contract assets		–		5(a)(c)		1,022		5,556			6,578
Inventories		15,164		5(a)		-		(116	)		15,048
Prepaid expenses		978		5(b)		396		-			1,374
		52,380				1,418		(116	)		53,682
Non-current assets
Restricted cash		468				-		-			468
Non-current receivables		645		5(c)		-		(645	)		–
Contract assets		–		5(c)		-		645			645
Investment in joint ventures		2,797				-		-			2,797
Property, plant and equipment		3,874				-		-			3,874
Intangible assets		180				-		-			180
Goodwill		4,569				-		-			4,569
		12,533				-		-			12,533
Total assets	$	64,913			$	1,418		(116	)	$	66,215
Liabilities
Current liabilities
Operating borrowings	$	1,200			$	-		-		$	1,200
Trade and other payables		9,736		5(a)		-		-			9,736
Contract liabilities		–		5(c)		-		11,821			11,821
Financial liabilities		4,913				-		-			4,913
Provisions		1,174		5(a)		741		(171	)		1,744
Deferred funding		–		5(c)		-		880			880
Deferred revenue		12,734		5(c)		-		(12,734	)		–
		29,757				741		(204	)		30,294
Non-current liabilities
Other liabilities		8,516				-		-			8,516
Contract liabilities		–		5(c)		-		2,223			2,223
Provisions		921		5(a)		-		55			976
Deferred funding		–		5(c)		-		33			33
Deferred revenue		2,223		5(c)		-		(2,223	)		–
		11,660				-		88			11,748
Total liabilities		41,417				741		(116	)		42,042
Share capital		387,746									387,746
Contributed surplus		19,885				-		-			19,885
Accumulated other comprehensive loss		(1,822	)	5(a)		11		-			(1,811	)
Deficit		(382,313	)	5(a)(b)		666		-			(381,647	)
Total equity		23,496				677		-			24,173
Total equity and liabilities	$	64,913			$	1,418		(116	)	$	66,215

2018 Consolidated Financial Statements Page 52

Hydrogenics Corporation

The following table shows the effect of the adoption of IFRS 15 on the Company’s consolidated statement of operations and comprehensive loss for the year ended December 31, 2017:

	For the year ended December 31, 2017
	Based on IAS 18			Note	IFRS 15 Remeasurements			Based on IFRS 15
Revenues	$	48,052		5(a)	$	63		$	48,115
Cost of sales		36,632		5(a)		(195	)		36,437
Gross profit		11,420				258			11,678
Operating expenses
Selling, general and administrative expenses		13,742		5(b)		(116	)		13,626
Research and product development expenses		6,376				–			6,376
		20,118				(116	)		20,002
									–
Loss from operations		(8,698	)			374			(8,324	)
Loss from joint ventures		(334	)			–			(334	)
Finance income (loss)
Interest expense, net on financial instruments measured at amortized cost		(1,812	)			–			(1,812	)
Foreign currency gains, net(1)		635				–			635
Other finance losses, net		(931	)			–			(931	)
Finance loss, net		(2,108	)			–			(2,108	)
Loss before income taxes		(11,140	)			374			(10,766	)
Income tax expense		–				–			–
Net loss for the year		(11,140	)			374			(10,766	)
Items that will not be reclassified subsequently to net loss:
Re-measurements of actuarial liability		98				–			98
Items that may be reclassified subsequently to net loss
Exchange differences on translating foreign operations		1,703		5(a)		11			1,714
Comprehensive loss for the year	$	(9,339	)		$	385		$	(8,954	)
Net loss per share - basic and diluted	$	(0.80	)		$	0.03		$	(0.77	)

2018 Consolidated Financial Statements Page 53

Hydrogenics Corporation

A summary of the impact of adoption of IFRS 15 is as follows:

(a) Installation, start-up and commissioning services

Under IAS 18, the Company applied the revenue recognition criteria to each separate identifiable component of a single transaction. The contracts containing installation and start-up and commissioning services were accounted for as a separate element from the product sale. Costs associated with these services were accumulated in inventory and a portion of the contract revenue was deferred until the associated work was completed.

Under IFRS 15, these performance obligations are not distinct and are combined into a single performance obligation with the associated product, where the costs are insignificant in the context of the total contract and where the customer believes they are buying a final installed working product and are not buying the individual collection of products and services that when combined create the finished product. In these situations, revenue is now recorded inclusive of these immaterial performance obligations and the estimated costs to fulfill these obligations accrued for when control passes at the time of shipment of the related products. Accordingly, the Company accrued $914 in contract assets, reduced inventory by $78 and accrued $824 in provisions for future costs expected to be incurred and reduced the deficit by $12 at January 1, 2017. Similarly, the Company accrued $1,022 in contract assets, reduced inventory by $116 and accrued $625 in provisions for future costs expected to be incurred and reduced the deficit by $281 at December 31, 2017.

The restatement effect on the consolidated statements of operations and comprehensive loss for the year ended December 31, 2017 results in a $63 increase in revenue and a $195 reduction in cost of sales. The impact of these restatements on cumulative translation adjustments arising from the Company’s subsidiaries was a gain of $11.

(b) Sales agent commissions

The Company incurs sales agent commissions for obtaining contracts. Under IAS18, these costs were expensed when they were earned or incurred.

Under IFRS 15, these incremental costs incurred to obtain contracts with customers are deferred for contracts expected to be delivered after more than one year and expensed as the contract is delivered. The Company deferred $280 of commissions in prepaid expenses and reduced the deficit by the same amount at January 1, 2017. Similarly, the Company deferred $396 of commissions in prepaid expenses and reduced the deficit by the same amount at December 31, 2017. The impact of these restatements on cumulative translation adjustments arising from the Company’s subsidiaries was immaterial.

The restatement effect on the consolidated statements of operations and comprehensive loss for the year ended December 31, 2017 results in a $116 decrease in selling, general and administrative expenses for commissions previously expensed. The impact of these restatements on cumulative translation adjustments arising from the Company’s subsidiaries was immaterial.

(c) Contract assets and liabilities

IFRS 15 distinguishes between contract assets and receivables based on whether receipt of the consideration is conditional on something other than the passage of time. At December 31, 2017, there was $5,556 (January 1, 2017 - $4,658) of trade and other receivables outstanding where the Company’s right to consideration was not unconditional (primarily relating to revenue accrued on long term contracts). This amount has been reclassified as current and non-current contract assets under IFRS 15.

Under IFRS 15, amounts received from customers before the Company has transferred the good or service are to be presented as contract liabilities. As a result, the amounts previously presented as deferred revenue related to contracts with customers have been reclassified as contract liabilities and amounts not relating to contracts with customers have been reclassified as deferred funding.

2018 Consolidated Financial Statements Page 54

Hydrogenics Corporation

(d) Practical expedients

The Company has elected to make use of the following practical expedients:

• Completed contracts under IAS 11 and IAS 18 before the date of transition have not been reassessed.

• Costs incurred to obtain contracts with an amortization period of less than one year have been expensed as incurred.

• For completed contract with variable consideration, the Company used the transaction price at the date of contract completion rather than estimating variable consideration amounts in the comparative reporting periods.

• Consideration previously recognized was not adjusted for the effects of a significant financing component if the Company expected, at contract inception, that the period between when the Company transfers a promised good or service to the customer and when the customer pays for the good or service was one year or less.

• For contracts that were modified before the date of initial application, the Company did not retrospectively restate the contract for those contract modifications. The Company reflected the aggregate effect of all of the modifications that occur before the beginning of the earliest period presented when: (i) identifying the satisfied and unsatisfied performance obligations; (ii) determining the transaction price; and (iii) allocating the transaction price to the satisfied and unsatisfied performance obligations.

• The Company also applied the practical expedient not to disclose the amount of the transaction price allocated to the remaining performance obligations and an explanation of when the Company expects to recognize that amount as revenue for the year ended December 31, 2017

Note 6 – Accounting Standards Issued But Not Yet Applied – IFRS 16

IFRS 16 Leases (“IFRS 16”) sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract, the customer (“lessee”) and the supplier (“lessor”). This standard will replace IAS 17 Leases (“IAS 17”) and related Interpretations. IFRS 16 provides revised guidance on identifying a lease and for separating lease and non-lease components of a contract. IFRS 16 introduces a single accounting model for all lessees and requires a lessee to recognize right-of-use assets and lease liabilities for leases with terms of more than 12 months, unless the underlying asset is of low value, and depreciation of lease assets separately from interest on lease liabilities in the consolidated statement of operations and comprehensive loss. Under IFRS 16, lessor accounting for operating and finance leases will remain substantially unchanged. IFRS 16 is effective for annual periods beginning on or after January 1, 2019. The Company’s contractual obligations in the form of operating leases under IAS 17 will then be reflected on the balance sheet resulting in an increase to both assets and liabilities upon adoption of IFRS 16, and changes to the timing of recognition of expenses associated with the lease arrangements. The Company is assessing the new standard to determine the impact on its consolidated financial statements. An initial review has been completed to identify leases that will require recognition of a right-of-use asset and lease liability. The Company is currently quantifying these impacts and assessing its transition and implementation options.

Note 7 – Cash and Cash Equivalents and Restricted Cash

At December 31,	2018		2017
Cash and cash equivalents	$	7,561	$	21,511
Restricted cash		935		435
Restricted cash – non-current		241		468
Total	$	8,737	$	22,414

The restricted cash is held by financial institutions in Canada and Europe as partial security for standby letters of credit and letters of guarantee. At December 31, 2018, the Company had standby letters of credit and letters of guarantee issued by several financial institutions of $2,890 (2017 – $2,821), with expiry dates extending to December 2021. See Note 19 – Lines of Credit and Bank Guarantees for additional information.

2018 Consolidated Financial Statements Page 55

Hydrogenics Corporation

Note 8 – Trade and Other Receivables

At December 31,	2018			2017
				Restated (Note 5)
Trade accounts receivable	$	3,313		$	6,466
Less:  provision for impairment (note 35)		(30	)		(18	)
Net trade accounts receivable		3,283			6,448
Other receivables		3,445			2,288
Total trade and other receivables	$	6,728		$	8,736

Note 9 – Contract Assets and Contract Liabilities

The Company has recognized the following assets and liabilities related to contracts with customers:

At December 31,	2018			2017			$ change
Contract assets	$	6,223		$	7,223		$	(1,000	)
Less: non-current portion		(1,689	)		(645	)		(1,044	)
Current portion		4,534			6,578			(2,044	)
Contract liabilities		16,001			14,044			1,957
Less: non-current portion		(1,420	)		(2,223	)		803
Current portion		14,581			11,821			2,760

(i) Significant changes in contract assets and liabilities

Contract assets at December 31, 2018 includes $4,048 (2017 – $4,764) relating to receivables which are to be billed according to progress based and specified payment schedules, typical with long-term contracts. The remainder relates to the final instalment of contract price on the sale of equipment for installation and commissioning, which is not invoiced to the customer until this work is complete. The change in the contract assets balance during the period reflects the change in the timeframe for a right to consideration to become unconditional (i.e. for the contract asset to be reclassified as a receivable).

Contract liabilities represent deposits and payments received in advance from customers for license fees, product development contracts and equipment sales. The change in the contract liabilities balance during the period reflects changes in the time frame for performance obligations to be satisfied and the timing of receipt of deposits.

(ii) Revenue recognized in relation to contract liabilities

Revenue recognized in the current year, included in opening contract liabilities, amounted to $7,042 (2017 - $895). There were no amounts recognized in the current year related to performance obligations that were satisfied in a prior year (2017 - $nil).

(iii) Unsatisfied performance obligations

The following table shows unsatisfied performance obligations as at December 31, 2018:

At December 31,	2018		2017
OnSite Generation	$	20,600	$	19,900
Power Systems		112,100		124,700
Total	$	132,700	$	144,600

The Company expects $49,000 of the balance to be recognized as revenues in 2019 and $83,700 is to be recognized beyond 12 months.

2018 Consolidated Financial Statements Page 56

Hydrogenics Corporation

Note 10 – Inventories

At December 31,	2018		2017
			Restated (Note 5)
Raw materials	$	9,954	$	9,708
Work-in-progress		6,349		4,750
Finished goods		871		590
Total inventories	$	17,174	$	15,048

Total inventory in the table above are recorded net of provisions to write them down to net realizable value. At December 31, 2018, the inventory provision was as follows:

	2018			2017
At January 1,	$	1,534		$	1,332
Net increase in the provision		834			873
Write-downs during the year		(779	)		(691	)
Foreign exchange revaluation		5			20
At December 31,	$	1,594		$	1,534

Note 11 – Prepaid Expenses

At December 31,	2018		2017
			Restated (Note 5)
Prepaid expenses	$	1,593	$	978
Costs incurred to obtain contracts with customers		367		396
Total prepaid expenses	$	1,960	$	1,374

The costs incurred to obtain contracts with customers relate to sales agent commissions, which are deferred until the related contract revenues with customers are recognized. The amount amortized to the consolidated statement of operations and comprehensive loss for the year ended December 31, 2018 was $33 (2017 - $167).

Note 12 – Investment in Joint Ventures

On March 30, 2017, the Company entered into an arrangement with Enbridge Gas Distribution (Enbridge) to form the joint venture 2562961 Ontario Ltd. to develop, construct, own and operate a 2.5 megawatts (“MW”) Power-to-Gas energy storage facility project. The Company holds a 49% equity investment in this joint venture. The Board of Directors of the joint venture has five directors consisting of three nominees from Enbridge and two nominees of Hydrogenics and all resolutions are adopted by a majority vote. The Company accounts for this joint venture using the equity method in accordance with IFRS 11, “Joint Arrangements” using the hypothetical liquidation at book value (HLBV) method due to preferential dividends and return rights of the other partner.

During 2017, the Company sold the joint venture related project assets developed as part of the 2.5MW energy storage facility project for $2,030. Hydrogenics received cash consideration of $1,035 and a 49% equity investment in the newly formed joint venture of $995. A loss on disposal of the transferred assets arose of $146, as the transfer to the joint venture was done at the historical Canadian dollar value. This loss on disposal is adjusted for in the Company’s 49% share of the loss relating to the equity interest received. It is eliminated against the investment in the joint venture and will be amortized over the life of the fixed assets. Of the loss of $146, $35 was capitalized as the cost of the equity investment. Legal costs of $93 were capitalized as they were incurred in the creation of the joint venture.

2018 Consolidated Financial Statements Page 57

Hydrogenics Corporation

During 2018, the Company sold the joint venture related project assets developed as part of the 2.5MW energy storage facility project for $1,372. Hydrogenics received cash consideration of $700 and a 49% equity investment in the newly formed joint venture of $672. The Company recorded a $30 gain on sale of assets as the transfer was done at historical Canadian dollar value. This gain on sale is adjusted for the Company’s 49% share of the loss relating to the equity interest received. It is eliminated against the investment in joint venture and will be amortized over the life of the project. Of the gain of $30, $8 was capitalized and netted against the cost of the equity investment.

During 2018, the energy storage facility project was commissioned and accepted by the Independent Energy Service Operator (“IESO”). The facility began in-service operations under an IESO Regulation Services contract effective May 2018.

	2018			2017
Balance January 1,	$	1,176		$	–
Equity investment in joint venture		664			1,123
Loss from investment in joint venture using HLBV method		(76	)		–
Amortization of deferred loss on disposal		(10	)		(9	)
Foreign currency translation (loss) gain		(110	)		62
Investment in Enbridge joint venture at December 31,	$	1,644		$	1,176

Summarized financial information for the joint venture, as presented in the IFRS financial statements of 2562961 Ontario Ltd. is as follows:

At December 31,	2018		2017
Assets
Current assets	$	439	$	1
Non-current assets		3,202		2,156
Total assets	$	3,641	$	2,157
Liabilities
Current liabilities	$	293	$	–
Total liabilities		293		–
Net assets	$	3,348	$	2,157

For the year ended December 31,	2018		2017
Revenue	$	627	$	–
Earnings before income taxes		71		1
Joint venture earnings from continuing operations	$	52	$	1

At December 31,	2018			2017
Opening net assets of 2562961 Ontario Ltd. (Equity Investment)	$	2,157		$	–
Investment in 2562961 Ontario Ltd.		1,372			2,030
Joint venture earnings during the year		52			1
Foreign currency translation		(233	)		126
Closing net assets of 2562961 Ontario Ltd.	$	3,348		$	2,157
Unrealized (gains) losses on sales to 2562961 Ontario Ltd.		56			71
Adjusted net assets of 2562961 Ontario Ltd.		3,404			2,228
Company’s share of net assets using the HLBV method	$	1,570		$	1,092
Plus: capitalization of legal costs		93			93
Less: amortization of deferred loss on disposal		(19	)		(9	)
Investment in Enbridge joint venture at December 31	$	1,644		$	1,176

2018 Consolidated Financial Statements Page 58

Hydrogenics Corporation

On May 28, 2014, the Company entered into a joint arrangement with Kolon Water & Energy Co. Ltd., whereby the parties formed the joint venture Kolon Hydrogenics to launch and market potential businesses based on products and technologies produced by Hydrogenics for the Korean market. The Company has a 49% equity position in Kolon Hydrogenics and shares joint control. The Board of Directors of the joint venture has four directors consisting of two nominees from each of Hydrogenics and Kolon Water and Energy and all resolutions are adopted by an affirmative vote of two thirds. The Company accounts for this joint venture using the equity method in accordance with IFRS 11, “Joint Arrangements”.

In June 2018, Kolon Water & Energy Co. Ltd. and the Company commenced discussions with respect to dissolving the joint arrangement. The carrying value of the assets of Kolon Hydrogenics have been reduced to their estimated net recoverable amount based upon an assessment of fair values less costs of disposal. The share in loss of the joint venture for the year reflects the Company’s proportionate share of this fair value adjustment. Discussions are ongoing to dissolve the joint venture in 2019.

	2018			2017
Balance January 1,	$	1,621		$	1,750
Share in loss of the joint venture		(1,561	)		(334	)
Foreign currency translation gain (loss)		(60	)		205
Investment in Kolon Hydrogenics joint venture at December 31,	$	–		$	1,621

Note 13 – Property, Plant and Equipment

	Plant and test  equipment			Furniture and  equipment			Computer  hardware			Leasehold  improvements			Construction  in progress			Total
Net book value December 31, 2017	$	183		$	1,187		$	204		$	352		$	1,948		$	3,874
Additions		155			373			58			290			125			1,001
Disposals		–			–			(1	)		–			(1,342	)		(1,343	)
Depreciation		(100	)		(333	)		(90	)		(117	)		–			(640	)
Foreign exchange		(8	)		(9	)		(4	)		(4	)		–			(25	)
Net book value December 31, 2018	$	230		$	1,218		$	167		$	521		$	731		$	2,867
Total cost	$	3,712		$	5,889		$	548		$	2,044		$	731		$	12,924
Total accumulated depreciation		(3,482	)		(4,671	)		(381	)		(1,523	)		–			(10,057	)
Net book value December 31, 2018	$	230		$	1,218		$	167		$	521		$	731		$	2,867

Included in construction in progress is $Nil (2017 - $1,342) relating to capital costs to be transferred to the joint venture project with Enbridge (note 12). During the current and prior year, assets with a book value of $1,342 and $2,176 respectively were transferred to the Enbridge joint venture (notes 12 and 32).

2018 Consolidated Financial Statements Page 59

Hydrogenics Corporation

Depreciation of $454 (2017 – $397) was included in selling, general and administrative expenses, $104 (2017 - $81) in research and product development expenses, and $82 (2017 – $137) in cost of sales in consolidated statement of operations and comprehensive loss.

	Plant and test  equipment			Furniture and  equipment			Computer  hardware			Leasehold  improvements			Construction  in progress			Total
Net book value December 31, 2016	$	214		$	1,270		$	182		$	308		$	2,121		$	4,095
Additions		55			233			91			117			2,003			2,499
Disposals		(11	)		–			(2	)		–			(2,176	)		(2,189	)
Depreciation		(104	)		(338	)		(97	)		(76	)		–			(615	)
Foreign exchange		29			22			30			3			–			84
Net book value December 31, 2017	$	183		$	1,187		$	204		$	352		$	1,948		$	3,874
Total cost	$	3,604		$	5,648		$	558		$	1,777		$	1,948		$	13,535
Total accumulated depreciation		(3,421	)		(4,461	)		(354	)		(1,425	)		–			(9,661	)
Net book value December 31, 2017	$	183		$	1,187		$	204		$	352		$	1,948		$	3,874

Note 14 – Intangible Assets

Computer software	2018			2017
Net book value January 1,	$	180		$	203
Additions		125			25
Amortization		(66	)		(57	)
Foreign exchange		(7	)		9
Net book value December 31,	$	232		$	180
Total cost	$	2,158		$	2,043
Total accumulated depreciation		(1,926	)		(1,863	)
Net book value December 31,	$	232		$	180

Amortization of $66 (2017 – $57) is included in the consolidated statements of operations and comprehensive loss in selling, general and administrative expenses.

Note 15 – Goodwill

The carrying amounts of goodwill at the beginning and end of the current and previous years are set out below.

	2018			2017
At January 1,	$	4,569		$	4,019
Foreign exchange revaluation		(210	)		550
At December 31,	$	4,359		$	4,569

The goodwill relates to the Company's OnSite Generation business CGU. The Company performs its annual impairment test as of September 30.

In estimating the recoverable amount of this CGU, the Company first used an income approach, discounting its future estimated cash flows for Q4 2018 and a five-year forecast period, starting with the approved 2019 budget, and discounted those projected cash flows at a rate of return that reflects the relative risks of achieving those cash flows. To this amount, the Company added the present value of a terminal value, determined by applying a capitalization rate to the expected annual cash flows to be generated beyond the forecast period, and the present value of the tax shield from existing tax loss carryforwards to determine an estimated enterprise value. The resulting enterprise value was then adjusted for redundant assets, interest bearing debt and debt equivalents and estimated costs to sell to determine an estimated fair value less cost to sell.

2018 Consolidated Financial Statements Page 60

Hydrogenics Corporation

Discounted cash flows over the forecast period used a five-year revenue compound annual growth rate (CAGR) of approximately 30% (2017 – 20%) and a perpetual growth rate of 2% (2017 – 2%) thereafter.   The five-year revenue CAGR used in the discounted cash flows calculations differs from past experience. Management has determined the five-year revenue CAGR based on expectations for future growth in demand for hydrogen generation products in our core markets; notably, multimegawatt Power-to-Gas and hydrogen refueling opportunities, the impact of recently launched and to be launched solutions, as well as its current backlog.  Gross direct margins (excluding indirect overheads) are projected to decline from 29% to 24.5% (2017 – 29% fixed) throughout the forecast period reflecting management’s expectation of competitive pressure on margins to achieve a 30% CAGR. Selling, general and administrative expenses and indirect manufacturing overheads are projected to increase at approximately 5% (2017 – 3%) per year after the 2018 period. Research and development costs (net of grants) are anticipated to increase in 2019 and 2020 and then return to historic levels of less than $1.5 million per year thereafter. Working capital requirements were estimated to approximate 10% (2017 – 15%) of annual sales throughout the forecast period. Using a weighted cost of capital approach, the Company applied a discount rate of 11.6% (2017 – 15.5%) to determine the present value of the projected cash flows and then deducted 1.25% (2017 - 3%) for estimated costs to sell. 

The Company supplemented the discounted cash flow analysis by considering transactions multiples over the past five years and current trading multiples for broadly comparable public company businesses with similar operations within the same industry to the resulting sales multiple of the OnSite CGU from the discounted cashflow approach (1.2 times (2017 – 2.2) trailing 12 months revenues) which was within the low end of the range due the significantly smaller size of the Company’s operations relative to some of these public companies comparables.

The sales and operations of the OnSite Generation CGU constitutes approximately half of the Company’s current sales and operations. Accordingly, the Company also compared the enterprise value of the OnSite Generation CGU against the Company’s overall market capitalization and the implied valuation of its Power Systems CGU and the respective revenue multiples. The revenue multiple for the Company as a whole was 2.5 times (2017 - 3.1) trailing 12 months revenues, the implied revenue multiple for the Power Systems CGU was 4.5 times (2017 - 3.8) trailing 12 months revenue and the implied revenue multiple for the OnSite Generation CGU was 1.2 times (2017 - 2.2) trailing 12 months revenue. Management believes all of these multiples are within the low end of the range when compared to multiples of broadly comparable public companies in the hydrogen fuel cell industry.

As the valuation techniques used by the Company require the use of unobservable inputs, the recoverable amount of the Company’s OnSite Generation CGU is classified within Level 3 of the fair value hierarchy. 

No impairment charges arose as a result of the reviews in either 2018 or 2017.   Reasonably possible changes in key assumptions in the discounted cash flow approach would not cause the recoverable amount of the OnSite Generation CGU to fall below its carrying value. The recoverable amount would equal its carrying value if a revenue multiple of 0.5 times (2017 - 0.3) revenue was used. 

2018 Consolidated Financial Statements Page 61

Hydrogenics Corporation

Note 16 – Trade and Other Payables

Accounts payable and accrued liabilities are as follows:

At December 31,	2018		2017
Trade accounts payable	$	3,952	$	4,612
Accrued payroll and related compensation		2,292		2,645
Supplier accruals		2,584		2,126
Accrued professional fees		206		224
Other		34		129
Total accounts payable and accrued liabilities	$	9,068	$	9,736

Note 17 – Financial Liabilities

Financial liabilities are as follows:

At December 31,	2018		2017
Current portion of long-term debt – Export Development Canada (note 20)	$	1,983	$	2,470
Current portion of long-term debt – Province of Ontario (note 20)		628		622
Warrants		11		409
Deferred share unit liability (note 22)		730		1,406
Current portion of capital lease (note 20)		7		6
Total financial liabilities	$	3,359	$	4,913

Warrants

On November 4, 2016, concurrent with a new loan agreement with Export Development Canada (“EDC”), the Company issued 200,575 share purchase warrants. Each warrant was exercisable for one common share of the Company at an exercise price of US$6.85 per common share. The warrants were transferrable and were scheduled to expire on November 4, 2021. The proceeds of the loan (net of transaction costs) were allocated between the fair value of the warrant liability and the debt. These warrants include anti-dilution provisions, and as a result were accounted for as a financial liability with changes in fair value reflected in the consolidated statements of operations and comprehensive loss. These warrants were exercised on December 1, 2017 for cash proceeds of $1,374 which together with the associated warrant liability of $592 are reflected in the statements of changes in equity.

On May 8, 2015, concurrent with a new loan agreement with a syndicate of lenders, the Company issued 250,000 share purchase warrants. Each warrant was exercisable for one common share of the Company at an exercise price of US$15.00 per common share. The warrants are non-transferrable and expire on May 6, 2019. As a result of this issuance, the fair market value of these warrants of $885 was included in other finance (losses) gains. These warrants include anti-dilution provisions, and as a result are accounted for as a financial liability with changes in fair value reflected in the consolidated statements of operations and comprehensive loss. On December 16, 2015, as a result of the public offering, the exercise price of the warrants was reduced to US$10.85 per common share.

The fair value of the outstanding warrants was determined using the Black-Scholes option pricing model with the following weighted average assumptions:

At December 31,	2018			2017
Risk-free interest rate (%)		1.86	%		1.68	%
Expected volatility (%)		60.1	%		55.3	%
Expected life in years		0.35			0.38
Expected dividend		Nil			Nil

2018 Consolidated Financial Statements Page 62

Hydrogenics Corporation

Note 18 – Provisions

Changes in the Company’s aggregate provisions are as follows:

	Warranty			Startup and commissioning			Total
At January 1,	$	2,095		$	625		$	2,720
Additional provisions		1,994			726			2,720
Utilized during the year		(906	)		(784	)		(1,690	)
Unused amounts reversed		(781	)		(12	)		(793	)
Foreign currency translation		(75	)		(31	)		(106	)
Total provision at December 31, 2018		2,327			524			2,851
Less current portion		(1,636	)		(405	)		(2,041	)
Long-term provision at December 31, 2018	$	691		$	119		$	810

	Warranty			Startup and commissioning			Total Restated (Note 5)
At January 1,	$	2,062		$	824		$	2,886
Additional provisions		1,192			1,087			2,279
Utilized during the year		(639	)		(1,358	)		(1,997	)
Unused amounts reversed		(734	)		–			(734	)
Foreign currency translation		214			72			286
Total provision at December 31, 2017		2,095			625			2,720
Less current portion		(1,174	)		(570	)		(1,744	)
Long-term provision at December 31, 2017	$	921		$	55		$	976

Note 19 – Lines of Credit and Bank Guarantees

At December 31, 2018, the Company’s subsidiary in Belgium (the “Borrower”) had a joint credit and operating line facility of €7,000 (the “Credit Facility”), which renews annually in April upon review. Under the Credit Facility, the Borrower may borrow up to a maximum of 75% of the value of awarded sales contracts, approved by the Belgian financial institution, to a maximum of €500; and may also borrow up to €1,500 for general business purposes, provided sufficient limit exists under the overall facility limit of €7,000. Of the €7,000 facility, €2,175 or approximately $2,491 was drawn as standby letters of credit and bank guarantees and €Nil was drawn as an operating line. At December 31, 2018, the Company had availability of €6,321 or approximately $7,234 (December 31, 2017 – $4,377) under the Credit Facility totaling €4,321, or approximately $4,945, for use as letters of credit and bank guarantees and totaling €2,000, or approximately $2,289, as an operating line.

The Credit Facility bears interest at EURIBOR plus 1.45% per annum and is secured by a €1,000 secured first charge covering all assets of the Borrower. The credit facility contains a negative pledge precluding the Borrower from providing security over its assets. Additionally, the Borrower is required to maintain a solvency covenant, defined as equity plus current account (intercompany account with the parent company), divided by total liabilities of not less than 25% and ensure that its intercompany accounts with parent company do not fall below a defined level. At December 31, 2018, the Borrower was in compliance with these covenants.

At December 31, 2018, the Company also had a Canadian credit facility of $2,199 with no expiration date for use only as letters of credit and bank guarantees. At December 31, 2018, $399 was drawn as standby letters of credit and bank guarantees. At December 31, 2018, the Company had $1,800 (December 31, 2017 – $2,391) available under this facility.

These letters of credit and bank guarantees relate primarily to obligations in connection with the terms and conditions of the Company’s sales contracts. The standby letters of credit and letters of guarantee may be drawn on by the customer if the Company fails to perform its obligations under the sales contracts.

2018 Consolidated Financial Statements Page 63

Hydrogenics Corporation

Note 20 – Other Non-current Liabilities

Other non-current liabilities are as follows:

At December 31,	2018			2017
Long-term debt – Export Development Canada (i)	$	5,958		$	8,344
Long-term debt – Province of Ontario (ii)		2,091			2,896
Non-current post-retirement benefit liabilities (iii)		247			330
Capital lease		33			44
Total		8,329			11,614
Less current portion of long-term debt – EDC  (note 17)		(1,983	)		(2,470	)
Less current portion of long-term debt – Province of Ontario (note 17)		(628	)		(622	)
Less current portion of capital lease (note 17)		(7	)		(6	)
Total other non-current liabilities	$	5,711		$	8,516

(i) Long-term debt – Export Development Canada (“EDC”)

In the fourth quarter of 2016, the Company entered into a loan agreement with EDC for a five-year facility of $9,000.

The loan is structured as a five-year term loan with quarterly interest payments calculated at an annual interest rate of U.S. prime plus 10%, declining to U.S. prime plus 5% to 7% if certain annual earnings before interest, taxes, depreciation and amortization thresholds are met. The loan is secured by a second charge over the assets located within Canada. Commencing March 31, 2017, the loan principal is subject to four quarterly repayments of $250 followed by 16 quarterly repayments of $500. There is an option to prepay a portion of, or the entire loan at any time, subsequent to March 31, 2017.

The amortized cost of this loan at December 31, 2018 was $5,958 (December 31, 2017 – $8,344). Total interest expense for the year ended December 31, 2018 was $1,133 (December 31, 2017 – $1,306). For the year ended December 31, 2018, accretion of deferred financing fees of $57 has been included in interest expense (December 31, 2017 – $102).

The change in carrying value of this liability was as follows:

	2018			2017
At January 1,	$	8,344		$	8,625
Principal repayments during the year		(2,250	)		(750	)
Interest payments during the year		(1,370	)		(1,093	)
Interest accretion during the year		1,133			1,306
Revaluation of variable rate long-term debt (note 28)		101			256
At December 31,	$	5,958		$	8,344

(ii) Long-term debt – Province of Ontario

In 2011, the Company entered into a loan agreement with the Province of Ontario’s Ministry of Economic Development and Trade, Strategic Jobs and Investment Fund for funding up to C$6,000. Each draw on the loan is calculated based on 50% of eligible costs to a maximum of C$1,500 per disbursement. Eligible costs had to be incurred between October 1, 2010 and September 30, 2015.

After this five-year period, the loan bears interest at a rate of 3.67% and will require repayment at a rate of 20% per year of the outstanding balance for the five years subsequent to the sixth anniversary of the first disbursement. There is no availability remaining under this facility at December 31, 2018.

The loan is collateralized by a general security agreement covering assets of Hydrogenics Corporation. Additionally, the Corporation is required to maintain a minimum balance of cash in Canadian dollars in a Canadian financial institution at all times. The Company was in compliance with this covenant at December 31, 2018.

2018 Consolidated Financial Statements Page 64

Hydrogenics Corporation

The change in carrying value of this liability was as follows:

	2018			2017
At January 1,	$	2,896		$	3,239
Principal repayments during the year		(870	)		(888	)
Interest payments during the year		(128	)		(181	)
Interest accretion during the year		416			503
Foreign currency translation		(223	)		223
At December 31,	$	2,091		$	2,896

(iii) Post-retirement benefit liabilities

The liability relates to defined contribution pension plans in Belgium and is payable in euros. Applicable law states that in the context of defined contribution plans, the employer must guarantee a minimum return of 3.75% on employee contributions and 3.25% on employer contributions. The minimum guaranteed return for defined contributions plans in Belgium results in the employer being exposed to financial risk for the legal obligation to pay further contributions if the fund does not hold sufficient assets to meet the minimum guaranteed return.

The change in carrying value of this liability was as follows:

	2018			2017
At January 1,	$	330		$	377
Current service and net interest cost		122			153
Employer contributions in the year		(122	)		(153	)
Re-measurement of actuarial liability		(70	)		(99	)
Foreign currency translation		(13	)		52
At December 31,	$	247		$	330

	2018			2017
Plan assets	$	1,777		$	1,716
Accrued benefit obligation		(2,024	)		(2,046	)
Net defined benefit obligation	$	(247	)	$	(330	)

The Company has estimated the post-retirement benefit liabilities of $247 at December 31, 2018, using an actuarial measurement.

2018 Consolidated Financial Statements Page 65

Hydrogenics Corporation

Note 21 – Share Capital

Common shares

The authorized share capital of the Company consists of an unlimited number of common shares, with no par value, and an unlimited number of preferred shares in series, with no par value.

	2018				2017
	Number		Amount		Number			Amount
Balance at January 1,		15,436,879	$	387,746		12,544,960		$	365,923
Adjustment for partial shares on share consolidation		–		–		(1	)		–
Issuance of common shares		–		–		2,682,742			19,725
Warrants exercised (note 17)		–		–		200,575			1,966
Issuance of common shares on vesting   of performance share units (note 22)		4,204		96		4,203			96
Issuance of common shares on exercise   of stock options (note 22)		6,400		69		4,400			36
At December 31,		15,447,483	$	387,911		15,436,879		$	387,746

Common share issuance

On April 28, 2017, the Company and Fuzhou Bonded Zone Hejili Equity Investment Limited Partnership (“Hejili”) entered into a subscription agreement to issue 2,682,742 common shares of Hydrogenics to Hejili on a private placement basis, for gross proceeds to Hydrogenics of $21,000 or approximately $7.83 per common share. The subscription price represented a 10% premium to the 20-day volume-weighted average trading price of the Company’s common shares on the NASDAQ for the period ending April 27, 2017.

The transaction closed on June 27, 2017 and the Company received net proceeds of $19,725 after underwriting fees and expenses of $1,275. Subsequent to closing of the private placement, Hejili’s interest in Hydrogenics was approximately 17.6% of total issued common shares.

The subscription agreement provides, among other things, that Hejili has participation rights on future offerings and the right to nominate one director to the board of directors of Hydrogenics, and that Hejili will be subject to certain restrictions, including lock-up, transfer and voting restrictions, subject, in each case, to certain ownership threshold requirements. The subscription agreement also provides that Hejili will cooperate with Hydrogenics to jointly develop the Chinese market for hydrogen, energy storage and fuel cell products.

Note 22 – Stock-Based Compensation

Under the Hydrogenics Omnibus Incentive Plan adopted in 2012, the Corporation may issue stock options, RSUs and PSUs to employees, directors and consultants as part of a long-term incentive plan. Stock options were previously granted under the Corporation’s Stock Option Plan.

Under the Company’s previous Stock Option Plan, 234,976 stock options were outstanding at December 31, 2018. No further stock options may be issued under the Corporation’s Stock Option Plan.

Effective May 11, 2018, the Company amended the Omnibus Incentive Plan to increase the number of shares available for issuance to 1,308,032 from 1,002,069. The shareholders’ resolution was passed on May 11, 2018.

Of the 1,308,032 shares available under the Omnibus Incentive Plan, to be issued as stock options, RSUs and PSUs, 618,113 have been granted as stock options, 202,707 have been granted as RSUs and were outstanding at December 31, 2018. In addition, 12,609 previously issued PSU’s had fully vested as of December 31, 2018. The Corporation has 474,603 of share units available for issue as stock options, RSUs and PSUs under the Omnibus Incentive Plan at December 31, 2018.

2018 Consolidated Financial Statements Page 66

Hydrogenics Corporation

Stock options

A summary of the Company’s stock option plan is as follows:

	2018					2017
				Weighted					Weighted
				average					average
	Number of			exercise price		Number of			exercise price
	shares			C$		shares			C$
Balance at January 1,		762,173		$	7.99		628,636		$	7.97
Granted		111,621			11.23		141,268			8.56
Exercised		(6,400	)		8.05		(4,400	)		6.22
Forfeited		(9,280	)		13.25		–			–
Expired		(5,025	)		10.44		(3,331	)		29.25
At December 31,		853,089		$	8.37		762,173		$	7.99

During the year ended December 31, 2018, 6,400 (2017 – 4,400) stock options were exercised resulting in cash proceeds of $40 (2017 – $20), an increase in equity of $69 (2017 – $36) with an offset to contributed surplus of $29 (2017 – $16).

During the year ended December 31, 2018, 111,621 (2017 – 141,268) stock options were granted with an average fair value of C$11.23 per option (2017 – $8.56). All options are for a term of ten years from the date of grant and vest over four years unless otherwise determined by the Board of Directors. The fair value of the stock options was determined using the Black-Scholes option pricing model with the following weighted average assumptions:

	2018			2017
Risk-free interest rate		2.12	%		1.34	%
Expected volatility		64.3	%		64.6	%
Expected life in years		7			6
Expected dividend		Nil			Nil

Expected volatility was determined using the historical volatility for the Company’s share price for the seven years prior to the date of grant, as this is the expected life of the stock options.

Stock-based compensation expense for the year ended December 31, 2018, related to stock options, was $539 (2017 – $444) and was included in selling, general and administrative expenses with an offsetting increase to contributed surplus.

2018 Consolidated Financial Statements Page 67

Hydrogenics Corporation

The following table summarizes information about the Company’s stock options as of December 31, 2018:

Grant date	Expiry date	Total  number  of options		Weighted  average   remaining  contractual  life (in  years)		Exercise  Price  C$		Number  of vested  options		Weighted  average   remaining  contractual  life (in  years)		Exercise  Price  C$
March 27, 2009	March 27, 2019		5,284		0.24		13.25		5,284		0.24	$	13.25
April 6, 2010	April 5, 2020		19,787		1.26		4.91		19,787		1.26		4.91
March 31, 2011	March 31, 2021		83,000		2.25		6.96		83,000		2.25		6.96
June 8, 2011	June 8, 2021		126,905		2.44		5.03		126,905		2.44		5.03
May 10, 2012	May 11, 2022		157,871		3.36		6.25		157,871		3.36		6.25
November 19, 2012	November 19, 2022		39,476		3.89		6.60		39,476		3.89		6.60
March 21, 2013	March 21, 2023		15,000		4.22		8.10		15,000		4.22		8.10
March 26, 2015	March 25, 2025		56,821		6.23		16.14		42,616		6.23		16.14
March 30, 2016	March 31, 2026		96,056		7.25		10.53		48,028		7.25		10.53
March 14, 2017	March 14, 2027		141,268		8.20		8.56		35,317		8.20		8.56
March 13, 2018	March 13, 2028		90,836		9.20		11.41		–		9.20		11.41
June 1, 2018	June 1, 2028		20,785		9.42		10.45		–		9.42		10.45
			853,089		5.29	$	8.37		573,284		5.29	$	8.37

Performance Share Units (“PSUs”)

Under the Hydrogenics Omnibus Incentive Plan adopted in 2012, the Company may issue performance based share units to employees, directors and consultants. Pursuant to the Hydrogenics Omnibus Incentive Plan, participants may be granted a portion of their long-term incentive plan in the form of PSUs instead of RSUs and stock options. A PSU is a unit, equivalent in value to a common share of the Company. Each PSU entitles the participant to receive a cash payment or common shares, at the option of the Company. The fair value of the PSUs is recognized as a compensation expense and is pro-rated over the expected vesting period with the offsetting increase to contributed surplus. Fair value is calculated as the market value of the common share at the date of grant. Each PSU is subject to vesting performance conditions. The Company estimates the length of the expected vesting period at the grant date, based on the most likely outcome of the performance conditions. The Company will revise its estimate of the length of the vesting period, if necessary, if subsequent information indicates that the length of the vesting period differs from previous estimates and any change to compensation cost will be recognized in the period in which the revised estimate is made. Forfeitures are estimated at the grant date and are revised to reflect a change in expected or actual forfeitures. The expiry date of PSUs granted is five years from the date of award.

A summary of the Company’s PSU activity is as follows:

	2018			2017
Balance at January 1,		191,366			195,569
Expired		(187,162	)		–
Vested – share issuance		(4,204	)		(4,203	)
At December 31,		–			191,366

Stock-based compensation expense for the year ended December 31, 2018, related to PSUs, was $6 (2017 – $31) and was included in selling, general and administrative expenses with an offsetting increase to contributed surplus.

2018 Consolidated Financial Statements Page 68

Hydrogenics Corporation

Equity-settled Restricted Share Units (“RSUs”)

An RSU is a unit equivalent in value to a common share of the Company. The RSUs will be settled by issuance of shares in the Company. The cost of the Company’s RSUs is determined using the cliff vesting method and is charged to selling, general and administrative expenses. RSUs vest three years from grant date. The fair value of each grant of RSUs is the fair value of the Company’s share price on the date of grant. The resulting compensation expense, included in selling, general and administrative expenses, is based on the fair value of the awards granted is charged to income over the period the employees unconditionally become entitled to the award, with a corresponding increase to contributed surplus.

A summary of the Company’s RSU activity is as follows:

	2018		2017
Balance at January 1,		133,184		52,483
RSUs issued		69,523		80,701
At December 31,		202,707		133,184

Stock-based compensation expense for the year ended December 31, 2018, related to RSUs, was $412 (2017 – $267) and was included in selling, general and administrative expenses with an offsetting increase to contributed surplus.

Deferred Share Units (“DSUs”)

The Company has a deferred share unit plan for directors. Pursuant to the DSU Plan, non-employee directors are entitled to receive all or any portion of their annual cash retainer and meeting fees in the form of DSUs instead of cash. A DSU is a unit, equivalent in value to a common share of the Company. Each DSU entitles the participant to receive a cash payment upon termination of directorship, valued at the price of the Company’s common shares on the TSX on the date of termination. Compensation cost for DSUs granted under the DSU plan is recorded as an expense with a corresponding increase in accrued liabilities and is measured at fair value. The DSU liability is marked-to-market each reporting period with the offset recorded in selling, general and administrative expenses.

A summary of the Company’s DSU activity is as follows:

	2018					2017
	Number		Amount			Number			Amount
Balance at January 1,		125,949	$	1,406			106,506		$	456
DSU compensation expense		21,222		145			20,277			174
DSU cancellation		–		–			(834	)		(9	)
DSU fair value adjustments		–		(821	)		–			785
At December 31,		147,171	$	730			125,949		$	1,406

For the year ended December 31, 2018, the Company recognized $145 (2017 – $165) as expense for the issue of new DSUs (net of cancellations) and a recovery of $821 (2017 – expense of $785) for the mark-to-market adjustment on the liability.

The DSU liability at December 31, 2018 of $730 (2017 – $1,406) was included in financial liabilities. DSUs vest immediately on the date of issuance.

2018 Consolidated Financial Statements Page 69

Hydrogenics Corporation

Summary of stock-based compensation expense (recovery)

Years ended December 31,	2018			2017
Stock-based compensation expense - stock options	$	539		$	444
Stock-based compensation expense - PSU		6			31
Stock-based compensation expense - RSU (equity-settled)		412			267
Subtotal stock based compensation expense		957			742
DSU - new issuance (net of cancellations)		145			165
DSU - mark-to-market adjustment		(821	)		785
Subtotal stock-based compensation expense - DSU		(676	)		950
Total	$	281		$	1,692

Note 23 – Selling, General and Administrative Expenses

Year ended December 31,	2018			2017
				Restated (Note 5)
Salaries and benefits, office administration and other expenses	$	10,812		$	11,480
Depreciation (note 13)		454			397
Amortization (note 14)		66			57
Stock-based compensation - stock options, PSU and RSU (note 22)		957			742
Stock-based compensation - DSU (note 22)		(676	)		950
Total	$	11,613		$	13,626

Note 24 – Research and Product Development Expenses

Research and product development expenses are recorded net of non-repayable third-party program funding received or receivable. For the years ended December 31, 2018 and 2017, research and product development expenses and non-repayable program funding, which have been received or receivable, are as follows:

Year ended December 31,	2018			2017
Research and product development expenses	$	12,023		$	8,812
Government research and product development funding		(4,537	)		(2,436	)
Total	$	7,486		$	6,376

Note 25 – Key Management Compensation

Key management includes the Company’s directors and key executive members.

Year ended December 31,	2018		2017
Salaries and short-term employee benefits	$	2,286	$	1,873
Stock-based compensation
DSUs		145		165
Stock options		598		561
RSUs		601		533
PSUs		30		–
Total	$	3,660	$	3,132

Stock-based compensation represents fair value of amounts granted during the year.

2018 Consolidated Financial Statements Page 70

Hydrogenics Corporation

Note 26 – Expenses by Nature

The following expenses are included in cost of sales; selling, general and administrative expenses; and gross research and product development expenses.

Year ended December 31,	2018		2017
			Restated (Note 5)
Raw materials and consumables used	$	23,162	$	32,818
Employee benefits (note 27)		17,857		18,497
Facilities		2,942		2,683
Professional services		1,311		1,220
Depreciation and amortization (note 13, 14)		706		672
Shareholder and other corporate communications		395		479
Insurance		502		504
Marketing		581		499
Other		1,351		1,503
Total	$	48,807	$	58,875

Note 27 – Employee Benefits Expense

The following employee benefits expenses are included in cost of sales; selling, general and administrative expenses and research and development expenses.

Year ended December 31,	2018			2017
				Restated (Note 5)
Salaries and wages	$	16,461		$	15,790
Stock-based compensation (including equity-settled RSUs & PSUs), (note 22)		957			742
Medical, dental and insurance		415			346
Pension costs		326			270
Stock-based compensation – DSUs (note 22)		(676	)		950
Other		374			399
Total	$	17,857		$	18,497

Note 28 – Other Finance Gains and Losses, Net

Components of other finance gains and losses, net are as follows:

Year ended December 31,	2018			2017
Revaluation of variable rate long-term debt – EDC (note 20)	$	(101	)	$	(256	)
Gain (loss) from change in fair value of outstanding warrants (note 17)		398			(675	)
Total	$	297		$	(931	)

Note 29 – Income Taxes

The Corporation had net losses for the periods ended December 31, 2018 and 2017 and income tax expense was $300 and $nil for each of these years, respectively.

The estimated income tax rate for the Company is based on substantively enacted corporate tax rates, expected timing of reversals, and expected taxable income allocation to various tax jurisdictions.

2018 Consolidated Financial Statements Page 71

Hydrogenics Corporation

The Company’s computation of income tax expense is as follows:

Years ended December 31,	2018			2017
				Restated (Note 5)
Loss before income taxes	$	(13,039	)	$	(10,766	)
Statutory income tax rate		25	%		25	%
Income tax recovery at statutory rates		(3,260	)		(2,692	)
Non-deductible expenses		302			94
Withholding tax		300			–
Tax losses and other temporary differences not recognized		3,244			2,622
Income taxes at different rates in foreign and other provincial jurisdictions		(233	)		(256	)
Other		(53	)		231
Total	$	300		$	–

At December 31, 2018, the Company has available income tax loss carry-forwards of $109,953 that may be used to reduce taxable income in future years, in certain jurisdictions, expiring as follows:

For the years ended	2018		2017
2024	$	118	$	118
2025		244		244
2026		512		512
2027		14		14
2028		1		1
2029		517		517
2030		7,208		7,208
2031		6,243		6,432
2032		5,524		5,706
2033		–		–
2034		4,814		4,680
2035		5,798		6,238
2036		5,237		5,411
2037		4,789		4,853
2038		6,177		–
No expiry		62,757		61,518
Total	$	109,953	$	103,452

Components of the Company’s tax benefit of deductible temporary differences and unused tax losses are:

Year ended December 31,	2018		2017
Non-capital losses	$	30,508	$	30,984
Investment tax credits		1,649		1,349
Scientific research and experimental development		745		745
Property, plant and equipment and intellectual property		1,592		1,406
Provisions		200		131
Other		850		669
Total	$	35,544	$	35,283

No deferred income tax asset has been recognized in respect of the $35,544 of losses and other temporary differences, reflecting the Company’s uncertainty associated with the realization of deferred income tax assets.

2018 Consolidated Financial Statements Page 72

Hydrogenics Corporation

Note 30 – Net Loss Per Share

The loss per share for the years ended December 31, 2018 and 2017 was as follows:

Year ended December 31,	2018			2017
Net loss	$	(13,339	)	$	(11,140	)
Change in accounting policy (note 5)		–			374
Net loss, restated		(13,339	)		(10,766	)
Weighted average number of shares outstanding – basic		15,441,947			13,947,636
Dilutive effect of stock options		–			–
Dilutive effect of warrants		–			–
Weighted average number of shares outstanding – diluted		15,441,947			13,947,636
Net loss per share – basic and diluted	$	(0.86	)	$	(0.77	)

No effect has been given to the potential exercise of stock options and warrants in the calculation of diluted net loss per share, as their impact would be anti-dilutive.

Note 31 – Commitments and Contingencies

Forgivable loan facility

In November 2014, Hydrogenics entered into an agreement with the IESO to provide a 2.5MW Power-to-Gas storage unit to the Province of Ontario. The target in-service period for the IESO Regulation Services contract was the second quarter of 2018. The contract was assigned to the joint venture 2562961 Ontario Ltd. in 2017. The joint venture will receive a total of C$2,950, paid in equal monthly instalments, in return for IESO’s use of the energy storage solution over the initial three-year period commencing with commissioning. The Power-to-Gas storage unit is estimated to have a potential 20-year life.

In order to partially fund the development of the unit, Hydrogenics and the Province of Ontario, through the Ministry of Research and Innovation (“MRI”), negotiated a C$4,000 forgivable loan from the Innovation Demonstration Fund Program (“IDF”). The loan bears interest at 3.23%, is expected to mature on June 30, 2020 and the principal and interest are forgivable upon the satisfaction of certain criteria.

The forgiveness of the principal and interest on the loan is contingent on a final commercialization report satisfactory to MRI, indicating successful commissioning and verification of the operation of the multi-stack 2.5MW PEM electrolyzer and demonstrated performance capabilities that would be deemed acceptable for ancillary service as per the IESO specifications. The unit achieved acceptance by IESO in May 2018. The final commercialization report is expected to be delivered in 2019. The forgivable loan has been accounted for as a government grant as management estimates there is reasonable assurance that the terms of forgiveness will be met.

	December 31,
	2018
Total cumulative cost of 2.5MW Power-To-Gas unit	$	8,792
Funding received from the IDF (C$4,000)		(2,941	)
Cumulative costs transferred to the joint venture (note 12)		(3,402	)
Foreign exchange loss on disposal		(117	)
Costs recorded as research and product development costs		(2,332	)
Costs remaining to be transferred to the joint venture	$	-

2018 Consolidated Financial Statements Page 73

Hydrogenics Corporation

Rental expenses

The Company incurred rental expenses of $1,221 under operating leases in 2018 (2017 – $1,120). The Company has future minimum lease payments under operating leases relating to premises, office equipment and vehicles as follows:

For the years ended
2019	$	1,088
2020		885
2021		724
2022		387
2023		290
Thereafter		560
Total	$	3,934

The Company leases various premises, office equipment and vehicles under non-cancellable operating lease agreements. The lease agreements are classified as non-cancellable, as penalties are charged if cancellation does occur. Certain leases contain purchase option clauses, which provide the Company with the ability to purchase the equipment or automobile at fair value at the time of exercise. The leases have varying terms, escalation clauses and renewal rights.

Indemnification agreements

The Company has entered into indemnification agreements with its current and former directors and officers to indemnify them, to the extent permitted by law, against any and all charges, costs, expenses, amounts paid in settlement, and damages incurred by the directors and officers as a result of any lawsuit or any other judicial, administrative or investigative proceeding in which the directors and officers are sued as a result of their service.

These indemnification claims will be subject to any statutory or other legal limitation period. The nature of the indemnification agreements prevents the Company from making a reasonable estimate of the maximum potential amount it could be required to pay to counterparties. The Company has purchased directors’ and officers’ liability insurance. No amount has been recorded in the consolidated financial statements with respect to these indemnification agreements, as the Company is not aware of any claims.

In the normal course of operations, the Company may provide indemnification agreements, other than those listed above, to counterparties that require the Company to compensate them for costs incurred as a result of changes in laws and regulations or as a result of litigation claims or statutory sanctions that may be suffered by the counterparty as a consequence of the transaction. The terms of these indemnification agreements will vary based on the contract. The nature of the indemnification agreements prevents the Company from making a reasonable estimate of the maximum potential amount it could be required to pay to counterparties. No amount has been recorded in the consolidated financial statements with respect to these indemnification agreements, as the Company is not aware of any claims.

Note 32 – Related Party Transactions

In the normal course of operations, the Company subcontracts certain manufacturing functions to a company owned by a family member of an executive officer and Director of the Company. During 2018, Hydrogenics made purchases of $467 (2017 – $646) from this related company. At December 31, 2018, the Company had an accounts payable balance due to this related party of $21 (2017 – $8).

The Company holds an equity investment in the joint venture 2562961 Ontario Ltd., related to the energy storage facility project with Enbridge Gas Distribution. During the year ended December 31, 2018 the Company transferred assets to the joint venture of $1,372 (2017 – $2,030) and at the end of December 31, 2018 the Company had a receivable of $196 (2017 – $nil) owing from the joint venture.

The Company holds an equity investment in the joint venture Kolon Hydrogenics. The Company had no transactions with the joint venture in either 2018 or 2017.

2018 Consolidated Financial Statements Page 74

Hydrogenics Corporation

All related party transactions involve the parent company. There are no related party transactions to disclose for the Company’s subsidiaries.

Note 33 – Consolidated Statements of Cash Flows

Components of the net change in non-cash operating assets and liabilities are as follows:

Year ended December 31,	2018			2017
				Restated (Note 5)
Decrease (increase) in current assets
Trade and other receivables	$	1,834		$	(4,013	)
Contract assets		921			(1,006	)
Inventories		(2,497	)		3,343
Prepaid expenses		(603	)		(152	)
Increase (decrease) in current liabilities
Trade and other payables, including provisions		(1,164	)		1,616
Contract liabilities		2,260			(282	)
Deferred funding		999			271
Total	$	1,750		$	(223	)

Note 34 – Segmented Financial Information

The Company’s two reportable segments include OnSite Generation and Power Systems. Segmentation is based on the internal reporting and organizational structure, taking into account the different risk and income structures of the key products and production processes of the Company. Where applicable, corporate and other activities are reported separately as Corporate and Other. OnSite Generation includes the design, development, manufacture and sale of hydrogen generation products. Power Systems includes the design, development, manufacture and sale of fuel cell products

Financial information by reportable segment for the years ended December 31, 2018 and 2017 was as follows:

	OnSite			Power			Corporate
Year ended December 31, 2018	Generation			Systems			and Other			Total
Revenue transferred at a point in time	$	17,463		$	12,152		$	–		$	29,615
Revenue transferred over time		845			3,436			–			4,281
Revenues from external customers		18,308			15,588			–			33,896
Gross profit		2,648			6,077			–			8,725
Selling, general and administrative expenses		2,959			4,276			4,378			11,613
Research and product development expenses		2,927			4,495			64			7,486
Segment loss		(3,238	)		(2,694	)		(4,442	)		(10,374	)
Loss in joint venture		–			–			(1,637	)		(1,637	)
Interest expense, net		–			–			(1,469	)		(1,469	)
Foreign currency gains, net		–			–			144			144
Other finance gains, net		–			–			297			297
Loss before income taxes	$	(3,238	)	$	(2,694	)	$	(7,107	)	$	(13,039	)

2018 Consolidated Financial Statements Page 75

Hydrogenics Corporation

	OnSite			Power			Corporate
Year ended December 31, 2017	Generation			Systems			and Other			Total
Revenue transferred at a point in time	$	24,385		$	19,393		$	–		$	43,778
Revenue transferred over time		883			3,454						4,337
Revenues from external customers		25,268			22,847			–			48,115
Gross profit		3,663			8,015			–			11,678
Selling, general and administrative expenses		3,381			4,321			5,924			13,626
Research and product development expenses		1,275			4,996			105			6,376
Segment loss		(993	)		(1,302	)		(6,029	)		(8,324	)
Loss in joint venture		–			–			(334	)		(334	)
Interest expense, net		–			–			(1,812	)		(1,812	)
Foreign currency gains, net		–			–			635			635
Other finance losses, net		–			–			(931	)		(931	)
Loss before income taxes	$	(993	)	$	(1,302	)	$	(8,471	)	$	(10,766	)

Revenue, cost of sales and selling, general and administrative expenses for the comparative year have been restated to reflect the retrospective application of IFRS 15 adopted effective January 1, 2018. See Note 5.

Balance sheet information by reportable segment at December 31, 2018 and 2017 was as follows:

	OnSite		Power		Corporate
At December 31, 2018	Generation		Systems		and Other		Total
Cash and cash equivalents and restricted cash	$	5,343	$	162	$	3,232	$	8,737
Trade and other receivables		1,949		4,779		–		6,728
Contract assets (current and non-current)		1,678		4,545		–		6,223
Inventories		6,324		10,850		–		17,174
Prepaid expenses		368		1,353		239		1,960
Investment in joint ventures		–		–		1,644		1,644
Property, plant and equipment		272		2,595		–		2,867
Goodwill and intangibles		4,427		10		154		4,591
Total Assets	$	20,361	$	24,294	$	5,269	$	49,924
Current liabilities	$	12,039	$	15,408	$	3,346	$	30,793
Non-current liabilities		1,180		3,575		3,415		8,170
Total Liabilities	$	13,219	$	18,983	$	6,761	$	38,963

	OnSite		Power		Corporate
At December 31, 2017	Generation		Systems		and Other		Total
Cash and cash equivalents and restricted cash	$	6,836	$	1,160	$	14,418	$	22,414
Trade and other receivables		4,936		3,800		–		8,736
Contract assets (current and non-current)		676		6,547		–		7,223
Inventories		8,045		7,003		–		15,048
Prepaid expenses		270		928		176		1,374
Investment in joint venture		–		–		2,797		2,797
Property, plant and equipment		329		3,545		–		3,874
Goodwill and intangibles		4,659		6		84		4,749
Total Assets	$	25,751	$	22,989	$	17,475	$	66,215
Current liabilities	$	11,400	$	14,538	$	4,356	$	30,294
Non-current liabilities		1,138		4,737		5,873		11,748
Total Liabilities	$	12,538	$	19,275	$	10,229	$	42,042

2018 Consolidated Financial Statements Page 76

Hydrogenics Corporation

Assets and liabilities for the comparative year have been restated to reflect the retrospective application of IFRS 15 adopted effective January 1, 2018. See Note 5.

Property, plant and equipment are located in the following countries:

Year ended December 31,	2018		2017
Canada	$	2,497	$	3,371
Belgium		272		329
Germany		98		174
Total	$	2,867	$	3,874

Revenue from external customers by region was as follows:

Year ended December 31,	2018		2017
			Restated (Note 5)
Asia	$	12,514	$	24,120
European Union		10,891		16,917
North America		3,400		1,514
Eastern Europe		2,896		2,697
South and Central America		2,698		350
Africa		616		1,145
Middle East		456		1,037
Oceania and Caribbean		425		335
Total	$	33,896	$	48,115

Revenue by product type was as follows:

Year ended December 31,	2018		2017
			Restated (Note 5)
Sale of equipment	$	24,295	$	40,601
Spare parts and maintenance		6,267		5,662
Product development services		2,063		581
Exclusivity fees		1,271		1,271
Total revenues by product type	$	33,896	$	48,115

Revenue by market application was as follows:

Year ended December 31,	2018		2017
			Restated (Note 5)
Heavy duty motive	$	13,855	$	21,955
Back-up power		1,082		–
Technology solutions		1,397		850
Power to gas energy storage		1,086		8,069
Industrial hydrogen		14,259		16,578
Fueling stations		2,217		663
Total revenues by market application	$	33,896	$	48,115

2018 Consolidated Financial Statements Page 77

Hydrogenics Corporation

Revenue for the largest customers as a percentage of the total revenue was as follows:

Year ended December 31,	2018			2017
First largest (Power segment)		13	%		21	%
Second largest (Power segment)		9	%		10	%
Third largest (Power segment)		5	%		8	%
Fourth largest (OnSite Generation segment)		5	%		7	%
All other customers		68	%		54	%
Total		100	%		100	%

Note 35 – Risk Management Arising From Financial Instruments

Fair value

The carrying value of cash and cash equivalents, restricted cash, trade and other receivables, trade and other payables and contract assets, and contract liabilities approximates their fair value given their short-term nature. The carrying value of the non-current financial liabilities approximates their fair value given the difference between the discount rates used to recognize the liabilities in the consolidated balance sheets and the market rates of interest is insignificant.

Fair value measurements recognized in the consolidated balance sheets must be categorized in accordance with the following levels:

(i) Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;

(ii) Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

(iii) Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The fair value of the liabilities relating to the RSUs and DSUs is classified as Level 1. The fair value of the warrants are classified as Level 2.

The Company has not transferred any financial instruments between Levels 1, 2, or 3 of the fair value hierarchy during the year ended December 31, 2018.

Financial instruments are classified under IFRS 9 into one of the following measurement categories: financial assets at FVPL; financial liabilities at FVPL; financial assets at amortized cost, financial liabilities at amortized cost, and financial assets at FVOCI.

2018 Consolidated Financial Statements Page 78

Hydrogenics Corporation

The following table summarizes information regarding the measurement category of the Company’s financial instruments under IFRS 9 (and where different the previous measurement category under IAS 39) and their carrying amounts (which did not change as a result of the adoption of IFRS 9):

At December 31,	2018		2017
			Restated (Note 5)
Cash and cash equivalents	$	7,561	$	21,511
Restricted cash (current and non-current)		1,176		903
Restricted cash – non-current
Trade and other receivables, including contract assets		12,951		15,959
Financial assets at amortized cost (IAS 39 - Loans and receivables)	$	21,688	$	38,373
Trade and other payables	$	9,068	$	9,736
Long-term debt and repayable government contribution (current and non-current)		8,049		11,240
Operating borrowings		–		1,200
Contract liabilities, current and non-current		16,001		14,044
Capital lease		33		44
Financial liabilities at amortized cost (IAS 39 - Other financial liabilities)	$	33,151	$	36,264
DSU liability		730		1,406
Warrants		11		409
Financial liabilities at fair value through profit or loss	$	741	$	1,815

Liquidity risk

The Company has sustained losses and negative cash flows from operations since its inception. At December 31, 2018, the Company had $7,561 (2017 – $21,511) of current unrestricted cash and cash equivalents. Liquidity risk is the risk the Company will encounter difficulty in meeting its financial obligations associated with financial liabilities that are settled by delivering cash or another financial asset. The Company is exposed to liquidity risk as it continues to have net cash outflows from its operations. The Company’s objective for liquidity risk management is to maintain sufficient liquid financial resources to fund the consolidated balance sheets, pursue growth and development strategies, and to meet commitments and obligations in the most cost-effective manner possible. The Company achieves this by maintaining sufficient cash and cash equivalents and managing working capital. The Company monitors its financial position on a monthly basis at minimum, and updates its expected use of cash resources based on the latest available data. Such forecasting takes into consideration the Company’s financing plans and compliance with internal targets. A significant portion of the Company’s financial liabilities is classified as current liabilities, as settlement is expected within one year.

There are uncertainties related to the timing and use of the Company’s cash resources and working capital requirements. These uncertainties include, among other things, the timing and volume of commercial sales and associated gross margin of our existing products and the development of markets for, and customer acceptance of, new products. The Company’s operations may not generate sufficient cash flow to fund our obligations. As such, these obligations will be funded out of existing and forecasted cash resources. Hydrogenics may need to take additional measures to increase its liquidity and capital resources, including obtaining additional debt or equity financing, pursuing joint-venture arrangements, equipment financings or other receivables financing arrangements. Hydrogenics may experience difficulty in obtaining satisfactory financing terms. Failure to obtain adequate financing on satisfactory terms could have a material adverse effect on Hydrogenics’ results of operations or financial condition. On December 21, 2018, the Company announced it had entered into a subscription agreement for gross proceeds of $20,520 as described in note 37.

2018 Consolidated Financial Statements Page 79

Hydrogenics Corporation

The following table details the Company’s contractual maturity for its net financial liabilities. The information presented is based on the earliest date on which the Company can be required to pay and represents the undiscounted cash flow including principal and interest.

	Due in less		Due in 1-3		Due in 4-5
At December 31, 2018	than 1 year		years		years
Trade and other payables	$	9,068	$	–	$	–
DSU liability		730		–		–
Warrants		11		–		–
Long-term debt – Province of Ontario and EDC		3,760		6,493		7
Total	$	13,569	$	6,493	$	7

	Due in less		Due in 1-3		Due in 4-5
At December 31, 2017	than 1 year		years		years
Trade and other payables	$	9,736	$	–	$	–
DSU liability		1,406		–		–
Operating borrowings		1,200		–		–
Warrants		409		–		–
Long-term debt – Province of Ontario and EDC		4,653		7,243		3,123
Total	$	17,404	$	7,243	$	3,123

Credit risk

Credit risk arises from the risk one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company is exposed to credit risk from customers. At December 31, 2018, the Company’s two largest customers accounted for 22% of revenue (31% at December 31, 2017) and 14% of accounts receivable (2017 – 48%). In order to minimize the risk of loss for trade receivables, the Company’s extension of credit to customers involves a review and approval by senior management as well as progress payments as contracts are executed and in some cases, irrevocable letters of credit. The majority of the Company’s sales are invoiced with payment terms between 30 and 60 days. The Company’s objective is to minimize its exposure to credit risk from customers in order to prevent losses on financial assets by performing regular monitoring of overdue balances and to provide an allowance for potentially uncollectible accounts receivable.

The Company’s trade and other receivables have a carrying value of $3,313 at December 31, 2018 (2017 –$6,466), representing the maximum exposure to credit risk of those financial assets, exclusive of the loss allowance.

The aging of these receivables is as follows:

At December 31,	2018			2017
Not due		76	%		77	%
Less than 30 days past due		8			11
Less than 60 days past due, more than 30 days past due		1			1
More than 60 days past due		15			11
Total		100	%		100	%

2018 Consolidated Financial Statements Page 80

Hydrogenics Corporation

The Company’s gross exposure to credit risk for trade receivables by geographic area at December 31 was as follows:

At December 31,	2018			2017
Europe		62	%		64	%
North America		5			4
Asia		31			30
Rest of world		2			2
Total		100	%		100	%

The Company applies the simplified approach to providing for expected credit losses prescribed by IFRS 9, which permits the use of the lifetime expected loss provision for all trade receivables and contract assets. To measure the expected credit losses, trade receivables and contract assets have been grouped based on shared credit risk characteristics and the days past due. The contract assets relate to unbilled work in progress and have substantially the same risk characteristics as the trade receivables for the same type of contracts. The Company has therefore determined that the expected loss rates for trade receivables are a reasonable approximation of the loss rates for the contract assets. The loss allowance at January 1, 2018 was determined on a combined company wide basis follows for both trade receivables and contract assets based upon the Company’s historic default rates over the expected life of trade receivables and contract assets adjusted for forward looking estimates.

January 1, 2018:	Not yet due			Less than 31 days past due			31-60 days past due			More than 60 days past due			Total
Expected loss rate		0.01	%		0.05	%		0.21	%		1.34	%
Gross carrying amount	$	9,849		$	2,482		$	166		$	1,192		$	13,689
Loss allowance	$	1		$	1		$	0		$	16		$	18

The loss allowance for trade receivables and contract assets as at December 31, 2017 reconciled to the opening loss allowances on January 1, 2018 is as follows:

	Contract Assets		Trade and other receivables			Total
At December 31, 2017 under IAS 39	$	-	$	943		$	943
Write-off of amounts deemed uncollectible against gross receivables		-		(925	)		(925	)
Opening loss allowance as at January 1, 2018	$	-	$	18		$	18

The loss allowance at December 31, 2018 was determined as follows for both trade receivables and contract assets:

December 31, 2018:	Not yet due			Less than 31 days past due			31-60 days past due			More than 60 days past due			Total
Expected loss rate		0.1	%		2.6	%		3.1	%		0.9	%
Gross carrying amount	$	8,334		$	529		$	96		$	577		$	9,536
Loss allowance	$	8		$	14		$	3		$	5		$	30

Trade receivables and contract assets are written off when there is no reasonable expectation of recovery. During the year the Company made no write-offs of trade receivables and does not expect to receive future cash flow or recoveries from collection of cash flows previously written off.

2018 Consolidated Financial Statements Page 81

Hydrogenics Corporation

The Company may also have credit risk relating to cash and cash equivalents and restricted cash, which it manages by dealing with chartered Canadian, Belgian and German banks. The credit risk is limited because the counterparties are chartered banks with high credit ratings assigned by international credit rating agencies. In addition, the Company minimizes exposure to credit risk by strategically managing cash balances at individual banks. As well, the Company may also fund working capital by leveraging credit facilities that are not 100% secured by cash, resulting in a mitigation of credit risk at the corresponding bank.

The Company’s objective is to minimize its exposure to credit risk in order to prevent losses on financial assets by placing its investments in lower risk bank acceptances at these banks. The Company’s cash and cash equivalents and restricted cash was $8,737 at December 31, 2018 (2017 – $22,414), representing the maximum exposure to credit risk of these financial assets. Approximately 99% (2017 – 98%) of the Company’s cash and cash equivalents and restricted cash at December 31, 2018 was held by four financial institutions.

The Company’s exposure to credit risk relating to cash and cash equivalents and restricted cash on deposit segmented by geographic area at December 31, 2018 and 2017 was as follows:

	2018			2017
Canada		37	%		65	%
Belgium		61			30
Germany		2			5
		100	%		100	%

Foreign currency risk

Foreign currency risk arises because of fluctuations in exchange rates. The Company conducts a significant portion of its business activities in currencies other than the Company’s functional currency of US dollars and the functional currency of its Belgium and German subsidiaries (euro). This primarily includes Canadian dollar transactions at the parent company and US dollar transactions at the Company’s subsidiaries in Belgium and Germany.

The Company’s objective in managing its foreign currency risk is to minimize its net exposure to foreign currency cash flows by converting foreign denominated financial assets into the applicable currency of the subsidiary to the extent practicable to match the obligations of its financial liabilities. The Company also periodically enters into foreign exchange forward contracts to limit its exposure to foreign currency rate fluctuations. There were no foreign exchange forward contracts in place at December 31, 2018 or at December 31, 2017.

Financial assets and financial liabilities denominated in foreign currencies will be affected by changes in the exchange rate between the functional currency and these foreign currencies. This primarily includes cash and cash equivalents; trade and other receivables; contract assets; trade and other payables; contract liabilities and other long-term financial liabilities, which are denominated in foreign currencies.

The Company recognized a net foreign exchange gains of $144 for the year ended December 31, 2018 (2017 – $635).

At December 31, 2018, if the Canadian dollar had strengthened/weakened by 10% against the US dollar, with all other variables held constant, the net loss would have been lower/higher by approximately $870 as a result of foreign exchange on the translation of Canadian dollar denominated balances.

At December 31, 2018, if the euro had strengthened/weakened by 10% against the US dollar, with all other variables held constant, the net loss would have been lower/higher by approximately $445 as a result of foreign exchange on the translation of euro denominated balances.

2018 Consolidated Financial Statements Page 82

Hydrogenics Corporation

Interest rate risk

Cash flow interest rate risk arises because of the fluctuation in market interest rates. The Company’s objective in managing interest rate risk is to maximize the return on its cash and cash equivalents and restricted cash. The Company is subject to interest rate risk on its short-term borrowings offset by cash and cash equivalents. The Company’s borrowings include both fixed and variable interest rates. Given the prevailing interest rates earned by the Company’s short-term investments, a 100 basis point increase or decrease would have minimal impact on the Company’s results.

Note 36 – Capital Management

The Company’s objective in managing capital is to ensure sufficient liquidity to pursue its growth strategy, fund research and product development, while at the same time, taking a conservative approach toward financial leverage and management of financial risk.

The Company’s primary uses of capital are to finance operations, increase non-cash working capital and capital expenditures. The Company currently funds these requirements from existing cash resources, cash raised through share issuances and long-term debt. The Company’s objectives when managing capital are to ensure the Company will continue to have enough liquidity so it can provide its products and services to its customers and returns to its shareholders. The Company monitors its capital on the basis of the adequacy of its cash resources to fund its business plan. In order to maximize the capacity to finance the Company’s ongoing growth, the Company does not currently pay a dividend to holders of its common shares.

The Company’s capital is composed of debt and shareholders’ equity as follows:

At December 31,	2018		2017
Total equity	$	10,961	$	24,173
Operating borrowings		–		1,200
Long-term debt and repayable government contributions, including current portion		8,082		11,284
Total		19,043		36,657
Less Cash and cash equivalents and restricted cash		8,737		22,414
Total capital employed	$	10,306	$	14,243

Note 37 – Subsequent Events

On December 21, 2018, the Company and The Hydrogen Company (“H2C”) entered into a subscription agreement to issue 3,537,931 common shares of Hydrogenics to H2C on a private placement basis, for gross proceeds to Hydrogenics of $20,520 or $5.80 per common share. The subscription price represented approximately a 20% premium to the 20-day volume-weighted average trading price of the Company’s common shares on the NASDAQ for the period ending December 20, 2018.

The transaction closed on January 24, 2019 and the Company received net proceeds of $20,305 after fees and expenses of $215. Subsequent to closing of the private placement, H2C’s interest in Hydrogenics is approximately 18.6% of total issued common shares.

The subscription agreement provides, among other things, that H2C has participation rights on future offerings and the right to nominate one director to the board of directors of Hydrogenics, and that H2C will be subject to certain restrictions, including lock-up, transfer, standstill and voting restrictions, subject, in each case, to certain ownership threshold requirements or for a period of one year from the date of the subscription agreement.

2018 Consolidated Financial Statements Page 83

Hydrogenics Corporation

Board of Directors

Douglas S. Alexander, Chairman

Chair of the Board, Member of Audit Committee and Member of Human Resources and Corporate Governance Committee

Joseph Cargnelli, Director

Chief Technology Officer of the Company

Sara C. Elford, Director

Member of Human Resources and Corporate Governance Committee and member of Audit Committee

David C. Ferguson, Director

Chair of Audit Committee and Member of Human Resources and Corporate Governance Committee

Pierre-Etienne Franc, Director

Nominated by H2C

Donald J. Lowry, Director

Chair of Human Resources and Corporate Governance Committee and Member of Audit Committee

Daryl C.F. Wilson, Director

President and Chief Operating Officer of the Company

Page 84