Report of Foreign Issuer (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 May 2015.

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		Press Release dated May 6, 2015 titled "Hydrogenics Reports First Quarter 2015 Results"
99.2		First Quarter 2015 Management's Discussion and Analysis of Financial Condition and Results of Operations
99.3		First Quarter 2015 Consolidated Financial Statements and Results of Operations
99.4		PowerPoint Presentation titled "Q1 2015 Investor Presentation"
99.5		Form 52-109f2 - Certification of Annual Filings Full Certificate - Chief Executive Officer
99.6		Form 52-109f2 - Certification of Annual Filings Full Certificate - Chief Financial Officer

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: May 6, 2015	By:	/s/ ROBERT MOTZ Name: Robert Motz Title: Chief Financial Officer

EXHIBIT 99.1

Hydrogenics Reports First Quarter 2015 Results

Order Delays Impact Period; Growth Story Remains Intact

MISSISSAUGA, Ontario, May 6, 2015 (GLOBE NEWSWIRE) -- Hydrogenics Corporation (Nasdaq:HYGS) (TSX:HYG) ("Hydrogenics" or "the Company"), a leading developer and manufacturer of hydrogen generation and hydrogen-based power modules, today reported first quarter 2015 financial results. Results are reported in US dollars and are prepared in accordance with International Financial Reporting Standards (IFRS).

"First quarter results were negatively impacted by order timing and the weakening Euro to the US dollar," said Daryl Wilson, CEO of Hydrogenics. "We recently announced that E.ON completed its internal testing on our 1.5 megawatt PEM energy storage stack and, after prior delays tied to part certification and system analysis, we will deliver our Power-to-Gas application in the coming days. This will showcase our groundbreaking technology and serve as a strong impetus for securing future, larger orders, as we've been anticipating.

"We're also finishing the containerization work on our first one megawatt fuel cell array for Kolon in Korea and expect this to be installed during the second quarter, with testing to follow. We then anticipate further orders in the fourth quarter, in much greater magnitudes, for shipment in 2016. In addition, Hydrogenics plans to ship several fueling station orders later this year as well as continue to work on our initial two megawatt energy storage project in Canada.

"So while recent results have been softer than we would like, we remain very optimistic about the future and, as always, are focused on many business development initiatives, including new market penetration opportunities. We believe that quarterly results will trend higher sequentially this year. We have $34.7 in backlog for shipment in 2015 plus the potential for orders in the second and third quarters that could be delivered in the current year. Overall demand for our applications is growing, and our technology is second to none. We are dedicated to improved top line and bottom line performance for our shareholders and believe this will play out as the year proceeds."

Highlights for the Quarter Ended March 31, 2015 (compared to the quarter ended March 31, 2014, unless otherwise noted)

Revenue decreased by 7% to $7.5 million, reflecting shipment timing and the decline in the value of the Euro compared to the US dollar in the first quarter of 2015 compared with the first quarter of 2014.
Gross profit was 15.3% of revenue for the quarter, versus 23.8% in the prior-year period, reflecting a change in product mix as well as higher indirect overhead costs as a percentage of revenue when compared to the prior-year period.
Cash Operating Costs¹ declined by $0.2 million to $3.5 million in the quarter, compared to $3.7 in 2014, primarily reflecting lower SG&A expenses in 2015 due to the impact of lower exchange rates on expenses denominated in Euros and Canadian dollars.
Adjusted EBITDA² loss was $2.3 million for the quarter compared with an Adjusted EBITDA² loss of $1.7 million in the first quarter of 2014.
Net loss was $3.4 million, or $(0.34) per share, in the quarter compared with a net loss of $4.2 million, or $(0.41) per share, in the first quarter of 2014.
Hydrogenics secured $5.7 million of orders for renewable energy storage, industrial gas and power system applications during the quarter, resulting in a backlog of $55.8 million as of March 31, 2015. Order backlog movement during the first quarter (in millions) was as follows:

	Dec. 31, 2015 Backlog	Orders Received	FX	Orders Delivered	Mar. 31, 2015 Backlog

OnSite Generation	$ 28.3	$ 4.6	$ (1.9)	$ 3.3	$ 27.7
Power Systems	33.9	1.1	(2.7)	4.2	28.1
Total	$ 62.2	$ 5.7	$ (4.6)	$ 7.5	$ 55.8

The Company exited the first quarter with $9.5 million of cash and restricted cash, a $0.9 million decrease from December 31, 2014 primarily reflecting: (i) $1.3 million of cash used by operating activities; (ii) $0.4 million related to the purchase of property, plant and equipment and; (iii) foreign exchange impacts on the Euro and Canadian-denominated cash balances; partially offset by (iv) $2.2 million in operating borrowings.

Notes

Cash operating costs are defined as the sum of SG&A and R&D, less amortization and depreciation, and stock-based compensation expense inclusive of compensation costs indexed to the Company's share price. This is a non-IFRS measure and may not be comparable to similar measures used by other companies. Management uses this measure as a rough estimate of the amount of fixed costs to operate the Corporation and believes this is a useful measure for investors for the same purpose.
Adjusted EBITDA is defined as net loss excluding stock based compensation (both cash settled long term compensation indexed to share price and share based compensation), other finance income and expenses, depreciation and amortization. These items are considered by management to be outside of Hydrogenics' ongoing operational results. Adjusted EBITDA is a non-IFRS measure and may not be comparable to similar measures used by other companies.

Conference Call Details

Hydrogenics will hold a conference call at 1:00 p.m. EDT on May 6, 2015 to review the first quarter results. The telephone number for the conference call is (877) 307-1373 or, for international callers, (678) 224-7873. A live webcast of the call will also be available on the company's website, www.hydrogenics.com.

An archived copy of the conference call and webcast will be available on the company's website, www.hydrogenics.com, approximately six hours following the call.

About Hydrogenics

Hydrogenics Corporation is a world leader in engineering and building the technologies required to enable the acceleration of a global power shift. Headquartered in Mississauga, Ontario, Hydrogenics provides hydrogen generation, energy storage and hydrogen power modules to its customers and partners around the world. Hydrogenics has manufacturing sites in Germany, Belgium and Canada and service centres in Russia, Europe, the US and Canada.

Forward-looking Statements

This release contains forward-looking statements within the meaning of the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995, and under applicable Canadian securities law. These statements are based on management's current expectations and actual results may differ from these forward-looking statements due to numerous factors, including: our inability to increase our revenues or raise additional funding to continue operations, execute our business plan, or to grow our business; inability to address a slow return to economic growth, and its impact on our business, results of operations and consolidated financial condition; our limited operating history; inability to implement our business strategy; 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; failure of uniform codes and standards for hydrogen fuelled 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 meet rules regarding passive foreign investment companies; 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. Readers should not place undue reliance on Hydrogenics' forward-looking statements. Investors are encouraged to review the section captioned "Risk Factors" in Hydrogenics' regulatory filings with the Canadian securities regulatory authorities and the US Securities and Exchange Commission for a more complete discussion of factors that could affect Hydrogenics' future performance. Furthermore, the forward-looking statements contained herein are made as of the date of this release, and Hydrogenics undertakes no obligations to revise or update any forward-looking statements in order to reflect events or circumstances that may arise after the date of this release, unless otherwise required by law. The forward-looking statements contained in this release are expressly qualified by this.

Reconciliation of Adjusted EBITDA to Net Loss
(in thousands of US dollars)
(unaudited)

	Three months ended
	31-Mar-15	31-Mar-14
Adjusted EBITDA	(2,313)	(1,729)
Less:
Stock-based compensation	118	136
Cash settled compensation indexed to share price	(144)	1,561
Net Finance losses	979	183
Depreciation and amortization	161	140
Net Loss	(3,427)	(3,749)



Hydrogenics Corporation
Condensed Interim Consolidated Balance Sheets
(in thousands of US dollars)
(unaudited)

	March 31, 2015	December 31, 2014

Assets
Current assets
Cash and cash equivalents	$6,207	$6,572
Restricted cash	2,495	3,228
Trade and other receivables	11,839	12,900
Inventories	14,164	14,698
Prepaid expenses	728	747
	35,433	38,145
Non-current assets
Restricted cash	817	621
Investment in joint venture	2,134	2,150
Property, plant and equipment	2,085	1,873
Intangible assets	143	157
Goodwill	4,096	4,609
	9,275	9,410
Total assets	$44,708	$47,555

Liabilities
Current Liabilities
Operating borrowings	$2,151	$--
Trade and other payables	10,885	13,156
Warranty provisions	667	1,392
Deferred revenue	9,490	6,771
	23,193	21,319
Non-current liabilities
Other non-current liabilities	3,229	3,464
Non-current warranty provisions	1,457	1,155
Non-current deferred revenue	5,717	6,141
	10,403	10,760
Total liabilities	33,596	32,079
Equity
Share capital	348,268	348,259
Contributed surplus	19,042	18,927
Accumulated other comprehensive loss	(3,169)	(2,108)
Deficit	(353,029)	(349,602)
Total equity	11,112	15,476
Total equity and liabilities	$44,708	$ 47,555



Hydrogenics Corporation
Condensed Interim Consolidated Statements of Operations and Comprehensive Loss
For the three months ended March 31,
(in thousands of US dollars, except share and per share amounts)
(unaudited)

	2015	2014

Revenues	$7,531	$8,059
Cost of sales	6,378	6,142
Gross profit	1,153	1,917

Operating expenses
Selling, general & administrative expenses	2,579	4,567
Research and product development expenses	1,022	916
	3,601	5,483

Loss from operations	(2,448)	(3,566)

Finance income (expenses)
Interest expense, net	(127)	(132)
Foreign currency losses, net	(836)	89
Loss from joint venture	(16)	--
Other finance losses, net	--	(140)
Finance income (loss), net	(979)	(183)

Loss before income taxes	(3,427)	(3,749)
Income tax expense	--	--
Net loss for the period	(3,427)	(3,749)
Items that may be reclassified subsequently to net loss
Exchange differences on translating foreign operations	(1,061)	(5)
Comprehensive loss for the period	$(4,488)	$(3,754)

Net loss per share
Basic and diluted	$(0.34)	$(0.41)



Hydrogenics Corporation
Condensed Interim Consolidated Statements of Cash Flows
For the three months ended March 31,
(in thousands of US dollars)
(Unaudited)

	2015	2014

Cash and cash equivalents provided by (used in):

Operating activities
Net loss for the period	$(3,427)	$(3,749)
(Increase) decrease in restricted cash	537	(253)
Items not affecting cash:
Amortization and depreciation	161	140
Other finance losses, net	--	140
Unrealized foreign exchange losses	5	87
Unrealized loss on joint venture	16	--
Accreted non-cash interest	121	118
Payment of post-retirement benefit liability	--	(24)
Stock-based compensation	118	136
Stock based compensation – RSUs and DSUs	(144)	1,561
Net change in non-cash working capital	1,249	(1,972)
Cash used in operating activities	(1,364)	(3,816)

Investing activities
Proceeds from disposals	--	9
Purchase of property, plant and equipment	(371)	(306)
Purchase of intangible assets	--	(80)
Cash used in investing activities	(371)	(377)

Financing activities
Repayment of repayable government contributions	--	(50)
Proceeds of operating borrowings	2,151	1,722
Common shares issued	6	109
Cash provided by financing activities	2,157	1,781

Effect of exchange rate fluctuations on cash and cash equivalents held	(787)	(68)
Decrease in cash and cash equivalents during the period	(365)	(2,480)
Cash and cash equivalents - Beginning of period	6,572	11,823
Cash and cash equivalents - End of period	$6,207	$9,343

CONTACT: Hydrogenics Contacts: Bob Motz, Chief Financial Officer Hydrogenics Corporation (905) 361-3660 investors@hydrogenics.com Chris Witty Hydrogenics Investor Relations (646) 438-9385 cwitty@darrowir.com

EXHIBIT 99.2

Hydrogenics Corporation

First Quarter 2015

Management’s Discussion and Analysis

Hydrogenics Corporation

The following Management’s Discussion and Analysis (“MD&A”) of Hydrogenics Corporation (“Hydrogenics” or the “Company”) should be read in conjunction with the Company’s Interim Consolidated Financial Statements and related notes for three months ended March 31, 2015 and the Audited Consolidated Financial Statements and related notes for the year ended December 31, 2014. The Company prepares its consolidated financial statements in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

The Company uses certain non-IFRS financial performance measures in this MD&A. For a detailed reconciliation of each of the non-IFRS measures used in this MD&A, please see the discussion under “Non-IFRS Measures” below.

In this MD&A, all currency amounts (except per unit amounts) are in thousands and, unless otherwise stated, they are in thousands of United States dollars (“US Dollars”). The information presented in this MD&A is as of May 5, 2015, unless otherwise stated.

Additional information about Hydrogenics, including our 2014 Audited Consolidated Financial Statements and our Annual Report on Form 40-F, which is filed in Canada as our annual information form, is available on our website at www.hydrogenics.com, on the SEDAR website at www.sedar.com, and on the EDGAR filers section of the U.S. Securities and Exchange Commission website at www.sec.gov.

This document contains forward-looking statements, which are qualified by reference to, and should be read together with the “Forward-looking Statements” cautionary notice on page 22 of this MD&A.

“Hydrogenics” or the “Company” or the words “our,” “us” or “we” refer to Hydrogenics Corporation and its subsidiaries.

First Quarter 2015 Management’s Discussion and Analysis

Page 2

Hydrogenics Corporation

Management’s Discussion and Analysis Table of Contents
Section	Description	Page
1	Overall Performance	4
2	Operating Results	6
3	Financial Condition	9
4	Summary of Quarterly Results	10
5	Outlook	10
6	Liquidity	11
7	Capital Resources	14
8	Off Balance Sheet Arrangements	14
9	Related Party Transactions	15
10	Critical Accounting Estimates	15
11	Changes in Accounting Policies and Recent Accounting Pronouncements	15
12	Disclosure Controls	15
13	Internal Control Over Financial Reporting	16
14	Reconciliation of Non-IFRS Measures	17
15	Risk Factors	19
16	Outstanding Share Data	21
17	Forward-looking Statements	21

First Quarter 2015 Management’s Discussion and Analysis

Page 3

Hydrogenics Corporation

1	Overall Performance

Selected Financial information

	Three months ended March 31,						2015 vs 2014
	2015			2014			% Favourable (Unfavourable)
OnSite Generation		3,335			5,963			(44	%)
Power Systems		4,196			2,096			100	%
Total Revenue		7,531			8,059			(7	%)

Gross profit		1,153			1,917			(40	%)
Gross Margin %		15	%		24	%

Selling, General and Administrative Expenses		2,579			4,567			44	%
Research and Product Development Expenses		1,022			916			(12	%)

Income (Loss) from Operations		(2,448	)		(3,566	)		31	%
Net Loss		(3,427	)		(3,749	)		9	%
Net Loss Per Share		(0.34	)		(0.41	)		17	%
Cash Operating Costs1		3,534			3,727			5	%
Adjusted EBITDA1		(2,313	)		(1,729	)		(34	%)
Cash used in Operating Activities		(1,364	)		(3,816	)		64	%
Cash and Cash Equivalents (including Restricted Cash)		9,519			11,620			(18	%)
Total Assets		44,708			45,045			(1	%)
Total Non-Current Liabilities (excluding Deferred Revenue)		4,686			3,789			(24	%)

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

Highlights for the three months ended March 31, 2015 compared to the three months ended March 31, 2014

Revenues decreased by $528 or 7% to $7,531 for the three months ended March 31, 2015 compared to $8,059 for the same period of the prior year. The decrease in revenue was due to fewer orders shipped in the current quarter combined with the weakening of the euro which also impacted revenue. During first quarter of 2015, the Company received new orders for $5.7 million (2014 - $9.8 million) consisting of $4.6 million (2014 - $8.1 million) for the OnSite Generation business and $1.1 million (2014 - $1.7 million) for the Power Systems business. Total backlog for the first quarter of 2015 was $55.8 million compared to $58.5 million for the same period a year ago.

First Quarter 2015 Management’s Discussion and Analysis

Page 4

Hydrogenics Corporation

												Expected Revenue Recognition
	Dec 31, 2014 backlog		Orders Received		FX			Orders Delivered/ Revenue Recognized		March 31, 2015 backlog		During next 12 months		Beyond next 12 months
OnSite Generation	$	28.3	$	4.6	$	(1.9	)	$	3.3	$	27.7	$	27.7	$	-
Power Systems		33.9		1.1		(2.7	)		4.2		28.1		7.5		20.6
Total	$	62.2	$	5.7	$	(4.6	)	$	7.5	$	55.8	$	35.2	$	20.6

Selling, general and administrative (“SG&A”) expenses for the first quarter of 2015 of $2,579 were lower by $1,988 or 44% compared to $4,567 for the prior year quarter. The improvement over the prior year was primarily due to the impact of the higher mark-to-market adjustment on the restricted share units (“RSUs”) and deferred share units (“DSUs”) at C$30.05 per share in the prior year compared the current quarter with a share price of C$14.40 per share. Additionally there was no mark-to-market adjustment on the RSUs in current quarter due to their vesting and being paid out at the end of 2014. SG&A was also lower in the first quarter of 2015 compared to same quarter of the prior year due to the lower value of the euro and Canadian dollars when compared to the US dollar in the current quarter.

·	Research and development expenses were $1,022 for the three months ended March 31, 2015 compared to $916 in the same period of 2014 and were on target with the prior year.

Net loss for the three months ended March 31, 2015, was $3,427 or $0.34 per share compared to a net loss of $3,749 or $0.41 per share for the same quarter of the prior year. The net loss in the current quarter reflects the improvement due to the lower mark-to-market adjustment on the value of RSUs and DSUs indicated above, somewhat offset by lower margins and losses on foreign currency translation compared to the prior year period.

Cash operating costs were $3,534 for the three months ended March 31, 2015 compared to $3,727 for the three months ended March 31, 2014, with the lower costs due to lower SG&A expenses in the current year due to the impact of lower exchange rates on the translation of costs from euros and Canadian dollars to US dollars.

·	Adjusted EBITDA loss increased to $2,313 for the three months ended March 31, 2015 from $1,729 for the same period last year. The decline resulted from lower margin sales and slightly higher research and development costs in the current year period.

Net loss decreased by $322 or $0.07 per share to $3,427 or $0.34 per share in the current quarter from $3,749 or $0.41 per share, primarily due to the lower mark-to-market adjustment on DSUs and RSUs in the current quarter partially offset by losses on the foreign currency translation of long term receivables and lower margins as indicated above.

First Quarter 2015 Management’s Discussion and Analysis

Page 5

Hydrogenics Corporation

2	Operating Results

Business Segment Review

We report our results in two business segments, being OnSite Generation and Power Systems. These segments are differentiated by the products developed and end-customer markets. 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.

OnSite Generation

Our OnSite Generation business segment is primarily based in Oevel, Belgium and develops products for industrial gas, hydrogen fueling and renewable energy storage markets.

Our OnSite Generation technology involves the decomposition of water into oxygen (O2) and hydrogen gas (H2) by passing an electric current through a liquid electrolyte. The resultant hydrogen gas is captured and used for industrial gas applications, hydrogen fueling applications, and to store renewable and surplus energy in the form of hydrogen gas. Our HySTAT® branded electrolyser products are based on over 60 years of hydrogen experience, meet international standards, such as ASME, CE, Rostechnadzor and UL, and are certified ISO 9001 from design to delivery. Our HySTAT® products can be configured for both indoor and outdoor applications. We also develop and deliver hydrogen generation products based on PEM water electrolysis, which are used to serve utility-scale energy storage markets. Our Power System business segment’s expertise in PEM fuel cells provided the critical technological advancements which lead to the commercial launch of our mega-watt (MW) PEM electrolyser stack technology in 2013.

The worldwide market for hydrogen, which includes the merchant gas market for hydrogen, is estimated at $5 billion annually, and is served by industrial gas companies as well as on-site hydrogen generated by our products. We believe the annual market for on-site hydrogen generation equipment is approximately $100 million to $200 million. We believe the size of the addressable market for on-site hydrogen generation equipment could more than double if energy storage and electrolysis based hydrogen fueling stations gain widespread acceptance.

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 also sell and service products for progressive oil and gas companies, such as Shell Hydrogen, requiring hydrogen fueling stations for transportation applications. Recent increases in orders and interest for fueling stations in Europe, California, the UK and elsewhere, have signaled what we believe could be a major increase in the size of this market. In 2009, we began to sell our products to leading electric power utilities to satisfy the need for renewable energy storage. During the past year, we have witnessed increased interest and orders for our small, medium and large scale energy storage products, which serve the need for ancillary electrical power services, such as grid balancing and load profiling. While this area is heavily dependent on public funding initiatives, it continues to present compelling growth opportunities.

The business objectives for our OnSite Generation group are to: (i) continue to pursue opportunities for customers to convert otherwise wasted renewable and other excess energy, such as wind, solar or excess base load energy, into hydrogen; (ii) further expand into traditional markets, such as Eastern Europe (including Russia), Asia 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 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.

First Quarter 2015 Management’s Discussion and Analysis

Page 6

Hydrogenics Corporation

Selected Financial Information

	Three months ended March 31
	2015			2014			% Favourable (Unfavourable)
Revenues	$	3,335		$	5,963			(44	%)
Gross profit		277			767			(64	%)
Gross margin %		8	%		13	%		(38	%)
Selling, General and Administrative Expenses		635			841			(24	%)
Research and Product Development Expenses		424			382			(11	%)
Segment Loss	$	(782	)	$	(456	)		(71	%)

Revenues decreased by $2,628 or 44% to $3,335 for the three months ended March 31, 2015 compared to $5,963 for the same period of 2014, with two large projects shipped in the first quarter of 2014 with no comparable orders in the current period. Orders awarded for the three months ended March 31, 2015 were $4.6 million (March 31, 2014 – $8.1 million). At March 31, 2015 we had $27.7 million (March 31, 2014 – $24.5 million), to be delivered and recognized as revenue in the next 12 months.

Gross Margin declined in the first quarter of 2015 to 8% compared 13% in the first quarter of 2014 primarily due to higher margin projects in the prior year.

Selling, General and Administrative (“SG&A”) Expenses were lower at $635 for the three months ended March 31, 2015 compared to $841 for the same period of the previous year as a result of the decline in the euro versus the US dollar in the translation of these expenses.

R&D Expenses were $424 during first quarter of 2015 were in line with spending of $382 for the first quarter of 2014.

Segment Loss increased $326 to a loss of $782 for the three months ended March 31, 2015 compared to a loss of $456 for the same period of the prior year largely due the lower margin sales in the current period.

Power Systems

Our Power Systems business segment is primarily based in Mississauga, Canada, with a satellite facility in Gladbeck, Germany. Our Power Systems business is based on proton exchange membrane (“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. Our HyPM® products are configured into multiple electrical power outputs ranging from five kilowatts to multiple megawatts with ease of integration, high reliability and operating efficiency, delivered from a highly compact unit.

Our target markets include stationary power applications through a joint venture with Kolon Global in South Korea, backup power for telecom, data centre installations and motive power applications, such as buses, trucks and utility vehicles. The military, historically an early technology adopter, is a specialized market for our innovative fuel cell based products. The worldwide market for data centre backup power is estimated to be in excess of $6 billion and the market for telecom backup power is estimated to be $2 to $3 billion in the United States alone, based on a complete displacement of existing products serving this market.

Our Power Systems products are sold to leading Original Equipment Manufacturers (“OEMs”), to provide backup power applications for telecom installations and vehicle and other integrators for motive power, direct current (“DC”) and alternative current (“AC”) backup and to the military, aerospace and other early adopters of emerging technologies,. Additionally, our products are sold for prototype field tests intended to be direct replacements for traditional lead-acid battery packs for motive applications.

First Quarter 2015 Management’s Discussion and Analysis

Page 7

Hydrogenics Corporation

The business objectives for our Power Systems group are to: (i) offer a standard fuel cell platform for many markets, thereby enabling ease of manufacturing and reduced development spending; (ii) achieve further market penetration in the backup 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; (iv) invest in sales and market development activities in the backup power and motive power markets; (v) continue to target the military and other early adopters of emerging technologies as a bridge to future commercial markets; and (vi) secure the requisite people and processes to align our resource capabilities with anticipated growth plans.

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/performance and design innovation. 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 and lower operational costs.

Selected Financial Information

	Three months ended March 31
	2015			2014			% Favourable (Unfavourable)
Revenues	$	4,196		$	2,096			100	%
Gross Profit		876			1,150			(24	%)
Gross margin %		21	%		55	%		(62	%)
Selling, General and Administrative Expenses		920			1,055			13	%
Research and Product Development Expenses		579			532			(9	%)
Segment Loss	$	(623	)	$	(437	)		(43	%)

Revenues increased $2,100 or 100% to $4,196 for the three months ended March 31, 2015 compared to $2,096 for three months ended March 31, 2014. The current quarter increase included the delivery of a large project to a research organization in Germany. Orders awarded for the three months ended March 31, 2015 were $1.1 million (March 31, 2014 - $1.7 million). At March 31, 2015, backlog was $28.1 million (March 31, 2014 - $34.0 million) of confirmed orders for Power Systems’ products and services, with $7.5 million of this backlog expected to be recognized as revenue in the next twelve months.

Gross Margin declined to 21% during the first quarter of 2015 from 55% for the first quarter of the prior year, with the decline in the current period due to product mix with a larger percentage of higher margin engineering services in the prior year and the impact of the lower margin German project in the current period.

SG&A Expenses decreased by 13% to $920 for the three months ended March 31, 2015 compared to $1,055 for the three months ended March 31, 2014. Expenses were lower in the current year as a result of the translation of the largely Canadian dollar expenses at lower Canadian dollar exchange rates versus the US dollar.

R&D Expenses were $579 during the first quarter of 2015 and were in line with spending of $532 during the first quarter of the prior year.

Segment loss increased $186 to a loss of $623 for the three months ended March 31, 2015 compared to a loss of $437 for the three months ended March 31, 2014, primarily due to the lower margin projects during the current year.

First Quarter 2015 Management’s Discussion and Analysis

Page 8

Hydrogenics Corporation

Corporate and Other

Selected Financial Information

	Three months ended March 31
	2015			2014			% Favourable (Unfavourable)
Selling, general and administrative expenses	$	1,024		$	2,671			62	%
Research and product development expenses		19			2			(850	%)
Net other finance losses		-			(140	)		100	%
Loss on joint venture		(16	)		-			(100	%)
Interest expense		(127	)		(132	)		4	%
Foreign exchange gains (losses) net		(836	)		89			(1,039	%)
Total	$	(2,022	)	$	(2,856	)		29	%

SG&A Expenses decreased by $1,647 or 62% to $1,024 for the three months ended March 31, 2015 compared to $2,671 for three months ended March 31, 2014 primarily due to impact of the lower mark-to-market adjustment on RSUs and DSUs in the current year, as a result of the decline of our share price at the end of the current period as explained above.

R&D Expenses were $19 for the first quarter of 2015 slightly higher than the same period of the prior year and reflect the cost of maintaining our intellectual property.

Foreign exchange gains (losses) decreased to a loss of $836 from a gain $89 primarily due to the revaluation of euro and Canadian dollar receivables at the current exchange rates.

3	Financial Condition

	March 31		December 31		Increase/(decrease)
	2015		2014		$			%
Cash, cash equivalents, restricted cash and short-term investments	$	9,519	$	10,421	$	(902	)	(9	%)
Trade and other receivables		11,839		12,900		(1,061	)	(8	%)
Inventories		14,164		14,698		(534	)	(4	%)
Operating borrowings		2,151		-		2,151		100	%
Trade and other payables		10,885		13,156		(2,271	)	(17	%)
Warranty provisions (current and non-current)		2,124		2,547		(423	)	(17	%)
Deferred revenue (current and non-current)		15,207		12,912		2,295		(18	%)
Other non-current liabilities	$	3,229	$	3,464		(235	)	(7	%)

Cash, cash equivalents, restricted cash and short-term investments were $9.5 million, a decreased of $902 or 9%. Refer to Section 6 - Liquidity for a discussion of the change in cash, cash equivalents, restricted cash and short-term investments.

Trade and other receivables were $11.8 million, a decrease of $1.1 million or 8% due to the collection of outstanding receivables in the quarter and the revaluation of Canadian and euro receivables at current rates somewhat offset by an increase in accrued receivables relating to the contract for integrated power propulsion systems for an OEM, where revenue and receivables are recognized using the percentage of completion method, and the timing of the cash collected on outstanding receivables for this project does not correspond to recognition of the revenue and receivables.

First Quarter 2015 Management’s Discussion and Analysis

Page 9

Hydrogenics Corporation

Inventories were $14.2 million compared to $14.7 at the end of the prior year consistent with our growth targets and our increases in expected product deliveries during 2015.

Trade and other payables were $10.9 million and were lower by $2.3 million compared to $13.2 million at the end of the prior year as a result of suppliers payments for inventory shipped during the fourth quarter.

Warranty provisions were $2.1 million, a decrease of $423 or 17% due to lower anticipated warranty claims based on our current warranty experience.

Deferred revenues were $15.2 million, an increase of $2.3 million or 18% reflecting customer deposits received on order bookings in the OSG business segment.

Other non-current liabilities were $3.2 million at March 31, 2015, a decrease of $235 or 7%, with the decrease due to revaluation of Canadian dollar loans at current exchange rates.

4	Summary of Quarterly Results

The following table highlights selected financial information for the eight consecutive quarters ended March 31, 2015.

		2015 Q1			2014 Q4			2014 Q3			2014 Q2			2014 Q1			2013 Q4			2013 Q3			2013 Q2
Revenues	$	7,531		$	15,673		$	11,093		$	10,723		$	8,059		$	11,000		$	9,236		$	9,786
Gross Profit		1,153			2,989			3,067			3,240			1,918			2,705			2,730			2,749
Gross Margin %		15	%		19	%		28	%		30	%		24	%		25	%		30	%		28	%
Adjusted EBITDA1		(2,313	)		160			(683	)		(288	)		(1,728	)		(165	)		(350	)		(873	)
Net (Loss) Income		(3,427	)		612		$	(1,262	)	$	(125	)	$	(3,747	)	$	(3,100	)	$	(491	)	$	(4,178	)
Net (Loss) income Per Share - (Basic and Fully Diluted)	$	(0.34	)	$	0.06		$	(0.13	)	$	(0.01	)	$	(0.40	)	$	(0.35	)	$	(0.05	)	$	(0.49	)
Weighted Average Common Shares Outstanding		10,090,481			10,089,891			10,089,508			9,605,220			9,073,527			9,003,960			8,963,599			8,542,637

1. Adjusted EBITDA is a Non-IFRS measure, refer to Section 14 – Reconciliation of Non-IFRS Measures.

Outlook

Current Market Environment

Although first quarter results were negatively impacted by order timing and the weakening Euro to the US dollar, 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. 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. In addition, we continue to witness governments in many jurisdictions showing a willingness to increase spending on alternative energy projects for the same purpose. We believe we are 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. Recently, 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.

Our joint venture with Kolon Water and Energy also provides for a unique application of fuel cell power modules to provide stationary primary power at the megawatt class. The Korean government regulatory support for fuel cell technology provides an avenue for significant growth in this area. We do have visibility to significant growth above 2014’s sales in this year and beyond.

First Quarter 2015 Management’s Discussion and Analysis

Page 10

Hydrogenics Corporation

The traditional on-site industrial hydrogen market has seen solid growth in recent months. The growth in this market is correlated to the economies of regions which do not have ready access to hydrogen delivery by truck or pipeline. As costs of truck transport rise the competitiveness of the onsite solution improves.

Over the past few years, we have taken significant steps to reduce operating and product costs, streamline our operations and consolidated financial position. At March 31, 2015, our order backlog was $55.8 million (March 31, 2014 - $58.5 million) spread across numerous geographical regions, of which $35.2 million is expected to be recorded as revenue in the next twelve months.

However, as a global Company, we are subject to the risks arising from adverse changes in global economic and political conditions. 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 changes could result in our current or potential customers delaying or reducing purchases. As we have witnessed in recent years, there is a threat of reduced sales of our products, longer sales cycles, slower adoption of new technologies and increased price competition.

Delivery Outlook

Our delivery outlook is segmented by relevant market and is subject to a number of factors that are within our control, such as product development and market engagement initiatives, as well as a number of factors beyond our control, such as macroeconomic conditions. As part of our annual business planning cycle, we make a number of assumptions regarding delivery outlook in each of our relevant markets in order to best allocate our resources. As we continue to win these large projects our revenue and income could have significant swings quarter to quarter coinciding with the shipment of these orders.

Delivery delays in backlog caused by factors such as (but not limited to), supply chain delivery delays, delays caused by shipping carrier, customer credit risk issues, delays requested by the customer and local country customs entry delays could cause revenue recognition on these products to shift into later quarters of 2015 and into 2016.

Liquidity

Cash Used in Operating Activities

	Three months ended March 31
	2015			2014			$ Change
Net loss	$	(3,427	)	$	(3,749	)	$	322
(Increase) decrease in restricted cash		537			(253	)		790
Changes in non-cash working capital		1,249			(1,972	)		3,221
Other items not affecting cash		277			2,158			(1,881	)
Cash used in operating activities	$	(1,364	)	$	(3,816	)	$	2,452

Cash used in operating activities during the first quarter of 2015 decreased by $2,452 to $1,364 compared to $3,816 used in the first quarter of 2014 with the decrease largely due to the decrease in margin and changes in non-cash working capital.

Changes in restricted cash decreased by $790 as a result of the release of restricted cash related to letters of credit for customer deposit upon the shipment of their orders during the quarter.

First Quarter 2015 Management’s Discussion and Analysis

Page 11

Hydrogenics Corporation

Changes in non-cash working capital increased $3,221 compared to the same period of the prior year as a result of lower receivables and inventories in the current quarter.

Cash Used in Investing Activities

	Three months ended March 31
	2015			2014			$ Change
Proceeds on disposals	$	-		$	9		$	(9	)
Purchases of property plant and equipment		(371	)		(306	)		(65	)
Purchase of intangibles		-			(80	)		80
Cash used in investing activities	$	(371	)	$	(377	)	$	6

Cash used in investing activities during the three months ended March 31, 2015 was $371 compared to $377 for the three months ended March 31, 2014.

Cash Provided By Financing Activities

	Three months ended March 31
	2015		2014			$ Change
Proceeds of borrowings	$	2,151	$	1,722			429
Repayment of government contributions		-		(50	)		50
Common shares issued on stock options exercised		6		109			(103	)
Cash provided by financing activities	$	2,157	$	1,781		$	376

Cash provided by financing activities for the three months ended March 31, 2015 increased by $376 to $2,157 compared to $1,781 in the first quarter of the prior year with the increase due to a larger draw on operating borrowings in the current period.

Contractual Obligations

	Total		Less than 1 year		1-3 years		4-5 years		After 5 years
Long-term debt1	$	5,244		-	$	2,201	$	2,063	$	980
Operating borrowings		2,151		2,151		-		-		-
Operating leases		3,529		770		1,433		948		378
Purchase obligations		6,411		6,411		-		-		-
Repayable government contributions		621		276		345		-		-
Total contractual obligations2	$	17,956	$	9,608	$	3,979	$	3,011	$	1,358

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

2.	The table excludes the DSU liability of $1,024 included in our current liabilities which relate to units that are only settled once a director resigns as a director.

First Quarter 2015 Management’s Discussion and Analysis

Page 12

Hydrogenics Corporation

Credit Facilities

We utilize a credit facility with a Belgian financial institution, to better manage our short-term cash requirements and to support standby letters of credit and letters of guarantee provided to customers. At March 31, 2015, €3,327 or approximately $3,578 of standby letters of credit and letters of guarantee were outstanding and €2,000 or $2,151 was drawn against the operating line of credit. At March 31, 2015, the Company had €1,673 or approximately $1,799 (December 31, 2014 - $4,064) available under this facility for use only for letters of credit and bank guarantees.

The credit facility bears interest at EURIBOR plus 1.45% per annum and is secured by a €1,000 first charge covering all assets of our Belgian subsidiary (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, divided by total liabilities of not less than 25% and ensure that its intercompany accounts with Hydrogenics do not fall below a defined level. At March 31, 2015, the Borrower was in compliance with these covenants.

On July 15, 2014, the Company’s Mississauga business segment entered into an agreement for additional operating lines of credit of C$6,248 (December 31, 2014 - $2,374) or approximately $4,933 of which $3,109 was outstanding at March 31, 2015 as standby letters of credit and letters of guarantee issued. At March 31, 2015, the Company had $1,823 (December 31, 2014 - $1,879) available under this credit facility for use only for letters of credit and bank guarantees.

In addition to above, the Company’s German subsidiary had an outstanding bank guarantee for approximately $76 (December 31, 2014 - $86).

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.

Other Loan Facilities

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 must be incurred between October 1, 2010 and September 30, 2015.

The maturity date of the loan is ten years from the date of the first disbursement. The loan will be interest free for the first five years, commencing on the first day of the month following the date of the first disbursement, if certain criteria are met, such as the retention and creation of a specified number of jobs. After this five-year period, the loan will bear interest at a rate of 3.67%, if all criteria have been met, and will require repayment at a rate of 20% per year of the outstanding balance for the next five years. If the criteria are not met, the repayment terms are unaffected; however, the loan will bear interest at a rate of 5.67% per annum for the entire term of the loan.

There was no availability remaining under this facility at March 31, 2015. The loan is collateralized by a general security agreement covering assets of the Company. Additionally, the loan requires that we maintain a minimum cash deposit in a Canadian Financial institution.

First Quarter 2015 Management’s Discussion and Analysis

Page 13

Hydrogenics Corporation

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

7	Capital Resources

The Company considers its capital employed to consist of shareholders’ equity and total debt, net of cash and cash equivalents as follows:

	March 31, 2015		December 31, 2014
Shareholders’ equity	$	11,112	$	15,476
Operating borrowings		2,151		-
Long term debt and repayable government contributions		3,301		3,475
Total		16,564		18,951
Less cash and cash equivalents and restricted cash		9,519		10,421
Capital Employed	$	7,045	$	8,530

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

We monitor our capital structure and makes 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 capital spending and/or sale of assets. The capital structure and these alternatives 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.

8	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.

First Quarter 2015 Management’s Discussion and Analysis

Page 14

Hydrogenics Corporation

9	Related Party Transactions

In the normal course of operations, we subcontract certain manufacturing functions to a company owned by a family member of a senior officer, director, and shareholder of the Company. During the first quarter of 2015, Hydrogenics made purchases of $9 (2014 - $35) from this related company. At March 31, 2015, the Company had an accounts payable balance due to this related party of $2 (2014 - $8). We believe that transactions with this company are consistent with those we have with unrelated third parties.

On May 28, 2014, the Company entered into a joint arrangement with Kolon Water & Energy to form the joint venture Kolon Hydrogenics and the Company holds an equity investment in this joint venture. During 2015, the Company sold the joint venture a one megawatt power generation unit for $3,136 and at the end of March 31, 2015 the Company had a receivable of $935 owing from the joint venture, which is included in accrued accounts receivable.

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

10	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. In addition, the preparation of financial information requires that the Company’s management 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 3 of the Company’s 2014 annual audited consolidated financial statements.

11	Changes in Accounting Policies and Recent Accounting Pronouncements

Our accounting policies and information on the adoption and impact of new and revised accounting standards the Company was required to adopt effective January 1, 2015 are disclosed in Note 2 of our condensed consolidated interim financial statements for the three months ended March 31, 2015.

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 and Chief Financial Officer, 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.

First Quarter 2015 Management’s Discussion and Analysis

Page 15

Hydrogenics Corporation

Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures. Based on this evaluation and as described below under "Internal Control over Financial Reporting,", our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of March 31, 2015.

We are still in the process of remediating the material weakness identified at year end and expect our disclosure controls and procedures will be effective as of June 30, 2015

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.

At December 31, 2014, the Company identified there was a material weakness in internal control over financial reporting related to our foreign currency translation procedures. We completed other procedures, including validating, and in certain cases correcting, the calculation of the impact of foreign currencies on our non-monetary assets in our German subsidiary. These additional procedures allowed us to conclude that, notwithstanding the material weakness in our internal control over financial reporting, the consolidated financial statements fairly presented, in all material respects, our financial position, results of operations, and cash flows for the periods presented in conformity with IFRS.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

We did not design and implement internal controls to ensure that non-monetary assets denominated in foreign currency in our German subsidiary were accurately recorded in US dollars. The material weakness resulted in errors in the measurement of non-monetary assets in the German subsidiary that were corrected in the Company’s consolidated financial statements for the year ended December 31, 2014 prior to their release. Additionally, this material weakness could have, if uncorrected, resulted in a future misstatement of the aforementioned non-monetary assets or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.

The Company’s management, including the CEO and CFO, and our Board of Directors have been remediating the material weakness in internal control over financial reporting by enhancing existing controls and introducing new controls over the use of appropriate exchange rates in the recording and translation of foreign currency transactions and balances in our foreign subsidiaries. This remediation is ongoing.

First Quarter 2015 Management’s Discussion and Analysis

Page 16

Hydrogenics Corporation

The design of any system of controls and procedures is based in part on certain assumptions about the likelihood of certain events. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

With the above noted changes in our internal control over financial reporting, an evaluation of the effectiveness of the Company’s internal control over financial reporting, including an evaluation of material changes that may have materially affected or are reasonably likely to have affected the internal controls over financial reporting, was conducted as of March 31, 2015, by company management including the CEO and the CFO. Management assessed the effectiveness of the Company’s internal control over financial reporting at March 31, 2015, 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 has concluded that the Company’s internal controls over financial reporting were not effective as of March 31, 2015, due to the fact that the remediation process, related to our foreign currency translation procedures, was not yet complete.

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. Accordingly, we are presenting Adjusted EBITDA and cash operating costs in this MD&A to enhance the usefulness of our MD&A. In accordance with Canadian Securities Administration Staff Notice 52-306, we have provided reconciliations of our non-IFRS financial measures to the most directly comparable IFRS number, disclosure of the purposes of the non-IFRS measure, and how the non-IFRS measure is used in managing the business.

Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”)

We report Adjusted EBITDA because it is a key measure used by management to evaluate the performance of business units and the Company. EBITDA or Adjusted EBITDA is a measure commonly reported and widely used by investors as an indicator of a company’s operating performance and ability to incur and service debt, and as a valuation metric. The Company believes Adjusted EBITDA assists investors in comparing a company’s performance on a consistent basis excluding depreciation and amortization, which are non-cash in nature and can vary significantly depending on accounting methods or non-operating factors, such as historical cost. Adjusted EBITDA is regularly reported to the chief operating decision maker.

Our definition of Adjusted EBITDA excludes stock-based compensation, including both share settled PSUs and stock options and cash settled RSUs and DSUs. We believe that removing these expenses is a better measurement of operational performance.

Adjusted EBITDA is not a calculation based on IFRS and should not be considered an alternative to loss from operations or net income (loss) in measuring the Company’s performance, nor should it be used as an exclusive measure of cash flow, because it does not consider the impact of working capital growth, capital expenditures, debt principal reductions and other sources and uses of cash, which are disclosed in the consolidated statements of cash flows. Investors should carefully consider the specific items included in our computation of Adjusted EBITDA. While Adjusted EBITDA has been disclosed herein to permit a more complete comparative analysis of the Company’s operating performance relative to other companies, 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.

First Quarter 2015 Management’s Discussion and Analysis

Page 17

Hydrogenics Corporation

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

	Three months ended March 31
	2015			2014
Net loss	$	(3,427	)	$	(3,749	)
Finance loss (income)		979			183
Depreciation of property, plant and equipment and intangible assets		161			140
RSUs and DSUs (recovery) expense		(144	)		1,561
Stock-based compensation expense (including PSUs)		118			136
Adjusted EBITDA	$	(2,313	)	$	(1,729	)

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.

Cash operating costs are not based on IFRS and should not be considered an alternative to loss from operations in measuring the Company’s performance, nor should they be used as an exclusive measure of our operating costs because it does not consider certain stock-based compensation expenses, which are disclosed in the consolidated statements of operations. Investors should carefully consider the specific items included in our computation of cash operating costs. While cash operating costs are disclosed herein to permit a more complete comparative analysis of the Company’s cost structure relative to other companies, 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.

The following table provides a reconciliation of cash operating costs with total operating expenses consisting of Selling, general and administrative expenses and Research and product development expenses:

Cash operating costs

	Three months ended March 31
	2015			2014
Selling, general and administrative expenses	$	2,579		$	4,567
Research and product development expenses		1,022			916
Total operating costs	$	3,601		$	5,483
Less: Depreciation of property, plant and equipment and intangibles		93			59
Less: RSUs and DSUs		(144	)		1,561
Less: Stock-based compensation expense (including PSUs)		118			136
Cash operating costs	$	3,534		$	3,727

First Quarter 2015 Management’s Discussion and Analysis

Page 18

Hydrogenics Corporation

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).

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. There is also a risk 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:

●	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.
●	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.
●	We may not be able to implement our business strategy and the price of our common shares may decline.
●	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 operating results may be impacted by currency fluctuation.
●	Our insurance may not be sufficient.
●	Certain external factors may affect the value of goodwill, which may require us to recognize an impairment charge.
●	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.

First Quarter 2015 Management’s Discussion and Analysis

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Hydrogenics Corporation

●	Lack of new government policies and regulations for the energy storage technologies could hurt the development of our hydrogen energy storage products.
●	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.
●	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 continue to 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 involvement in intellectual property litigation could negatively affect our business.
●	Our products use flammable fuels that are inherently dangerous substances and could subject us to product liabilities.
●	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.

First Quarter 2015 Management’s Discussion and Analysis

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Hydrogenics Corporation

●	As a result of a strategic alliance entered into with a significant minority shareholder, they own a significant portion of our common shares and may act, or prevent corporate actions, to the detriment of other shareholders.
●	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. Future sales of common shares by our principal shareholders could cause our share price to fall and reduce the value of a shareholder’s investment.
●	Our articles of incorporation authorize us to issue an unlimited number of common and preferred shares. Significant issuances of common or preferred shares could dilute the share ownership of our shareholders, deter or delay a takeover of us that our shareholders may consider beneficial or depress the trading price of our common shares.
●	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.

16	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 10,091,325 common shares outstanding at March 31, 2015.

	2015				2014
	Number		Amount		Number		Amount
Balance at January 1		10,090,325	$	348,259		9,017,617	$	333,312
Warrants exercised		-		-		57,144		1,217
Stock options exercised		1,000		9		13,861		169
At March 31,		10,091,325	$	348,268		9,088,622	$	334,698

At March 31, 2015, there were 537,224 stock options and 199,772 PSUs outstanding to purchase our common shares. If these securities are exercised, our shareholders could incur dilution.

17	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.

First Quarter 2015 Management’s Discussion and Analysis

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Hydrogenics Corporation

These risks, uncertainties and factors include, but are not limited to: our inability to execute our business plan, or to grow our business; inability to address a slow return to economic growth, and its impact on our business, results of operations and consolidated financial condition; our limited operating history; inability to implement our business strategy; 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 fuelled 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 meet rules regarding passive foreign investment companies; actions of our significant and principal shareholders; failure to maintain the requirements for continued listing on NASDAQ; 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.

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 2015 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.

First Quarter 2015 Management’s Discussion and Analysis

Page 2

EXHIBIT 99.3

Hydrogenics Corporation

First Quarter 2015

Condensed Interim Consolidated Financial Statements

Hydrogenics Corporation

Condensed Interim Consolidated Balance Sheets

(in thousands of US dollars)

(unaudited)

	March 31, 2015			December 31, 2014

Assets
Current assets
Cash and cash equivalents	$	6,207		$	6,572
Restricted cash		2,495			3,228
Trade and other receivables (note 4)		11,839			12,900
Inventories		14,164			14,698
Prepaid expenses		728			747
		35,433			38,145
Non-current assets
Restricted cash		817			621
Investment in joint venture (note 5)		2,134			2,150
Property, plant and equipment		2,085			1,873
Intangible assets		143			157
Goodwill		4,096			4,609
		9,275			9,410
Total assets	$	44,708		$	47,555

Liabilities
Current Liabilities
Operating borrowings (note 6)	$	2,151		$	-
Trade and other payables		10,885			13,156
Warranty provisions (note 7)		667			1,392
Deferred revenue		9,490			6,771
		23,193			21,319
Non-current liabilities
Other non-current liabilities		3,229			3,464
Non-current warranty provisions (note 7)		1,457			1,155
Non-current deferred revenue		5,717			6,141
		10,403			10,760
Total liabilities		33,596			32,079
Equity
Share capital		348,268			348,259
Contributed surplus		19,042			18,927
Accumulated other comprehensive loss		(3,169	)		(2,108	)
Deficit		(353,029	)		(349,602	)
Total equity		11,112			15,476
Total equity and liabilities	$	44,708		$	47,555


Douglas Alexander Chairman	Don Lowry Director

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

2015 Q1 Condensed Interim Consolidated Financial Statements

Page 2

Hydrogenics Corporation

Condensed Interim Consolidated Statements of Operations and Comprehensive Loss

For the three months ended March 31,

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

(unaudited)

	2015			2014
Revenues	$	7,531		$	8,059
Cost of sales		6,378			6,142
Gross profit		1,153			1,917

Operating expenses
Selling, general & administrative expenses		2,579			4,567
Research and product development expenses (note 9)		1,022			916
		3,601			5,483

Loss from operations		(2,448	)		(3,566	)

Finance income (expenses)
Interest expense, net		(127	)		(132	)
Foreign currency losses, net(1)		(836	)		89
Loss from joint venture (note 5)		(16	)		-
Other finance losses, net (note 10)		-			(140	)
Finance income (loss), net		(979	)		(183	)

Loss before income taxes		(3,427	)		(3,749	)
Income tax expense (note 11)		-			-
Net loss for the period		(3,427	)		(3,749	)
Items that may be reclassified subsequently to net loss
Exchange differences on translating foreign operations		(1,061	)		(5	)
Comprehensive loss for the period	$	(4,488	)	$	(3,754	)

Net loss per share
Basic and diluted (note 12)	$	(0.34	)	$	(0.41	)

(1)	Of which, a gain of $294 (2014 – a gain of $134) relates to foreign exchange on borrowings.

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

2015 Q1 Condensed Interim Consolidated Financial Statements

Page 3

Hydrogenics Corporation

Condensed Interim Consolidated Statements of Changes in Equity

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

(unaudited)

	Common shares										Accumulated other
	Number		Amount		Contributed surplus			Deficit			comprehensive loss(1)			Total equity
Balance at December 31, 2014		10,090,325	$	348,259	$	18,927		$	(349,602	)	$	(2,108	)	$	15,476
Net loss		-		-		-			(3,427	)		-			(3,427	)
Other comprehensive loss		-		-		-			-			(1,061	)		(1,061	)
Total comprehensive loss		-		-		-			(3,427	)		(1,061	)		(4,488	)
Issuance of common shares on exercise of stock options		1,000		9		(3	)		-			-			6
Stock-based compensation expense (note 8)		-		-		118			-			-			118
Balance at March 31, 2015		10,091,325	$	348,268	$	19,042		$	(353,029	)	$	(3,169	)	$	11,112

	Common shares										Accumulated other
	Number		Amount		Contributed surplus			Deficit			comprehensive loss(1)			Total equity
Balance at December 31, 2013		9,017,617	$	333,312	$	18,449		$	(345,351	)	$	(249	)	$	6,161
Net loss		-		-		-			(3,749	)		-			(3,749	)
Other comprehensive loss		-		-		-			-			(5	)		(5	)
Total comprehensive loss		-		-		-			(3,749	)		(5	)		(3,754	)
Issuance of common shares on exercise of warrants		57,144		1,217		-			-			-			1,217
Issuance of common shares on exercise of stock options		13,861		169		(60	)		-			-			109
Stock-based compensation expense (note 8)		-		-		136			-			-			136
Balance at March 31, 2014		9,088,622	$	334,698	$	18,525		$	(349,100	)	$	(254	)	$	3,869

(1)	Accumulated other comprehensive loss represents currency translation adjustments.

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

2015 Q1 Condensed Interim Consolidated Financial Statements

Page 4

Hydrogenics Corporation

Condensed Interim Consolidated Statements of Cash Flows

For the three months ended March 31,

(in thousands of US dollars)

(Unaudited)

	2015			2014
Cash and cash equivalents provided by (used in):

Operating activities
Net loss for the period	$	(3,427	)	$	(3,749	)
(Increase) decrease in restricted cash		537			(253	)
Items not affecting cash:
Amortization and depreciation		161			140
Other finance losses, net (note 10)		-			140
Unrealized foreign exchange losses		5			87
Unrealized loss on joint venture (note 5)		16			-
Accreted non-cash interest		121			118
Payment of post-retirement benefit liability		-			(24	)
Stock-based compensation (note 8)		118			136
Stock based compensation – RSUs and DSUs (note 8)		(144	)		1,561
Net change in non-cash working capital (note 13)		1,249			(1,972	)
Cash used in operating activities		(1,364	)		(3,816	)

Investing activities
Proceeds from disposals		-			9
Purchase of property, plant and equipment		(371	)		(306	)
Purchase of intangible assets		-			(80	)
Cash used in investing activities		(371	)		(377	)

Financing activities
Repayment of repayable government contributions		-			(50	)
Proceeds of operating borrowings (note 6)		2,151			1,722
Common shares issued		6			109
Cash provided by financing activities		2,157			1,781

Effect of exchange rate fluctuations on cash and cash equivalents held		(787	)		(68	)
Decrease in cash and cash equivalents during the period		(365	)		(2,480	)
Cash and cash equivalents - Beginning of period		6,572			11,823
Cash and cash equivalents - End of period	$	6,207		$	9,343

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

2015 Q1 Condensed Interim Consolidated Financial Statements

Page 5

Hydrogenics Corporation

Notes to Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2015

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

(unaudited)

Note 1 - Description of Business

Hydrogenics Corporation and its subsidiaries (“Hydrogenics” or the “Corporation” or the “Company”) design, develop and manufacture hydrogen generation products based on water electrolysis technology, and fuel cell products based on proton exchange membrane (“PEM”) technology. The Company has manufacturing plants in Canada and Belgium, a satellite facility in Germany, and a branch office in Russia. Its products are sold throughout the world.

Hydrogenics Corporation 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.

On May 5, 2015, the Board of Directors authorized the condensed interim consolidated financial statements for issue.

Note 2 - Basis of Preparation and significant accounting policies

These unaudited condensed interim consolidated financial statements for the three months ended March 31, 2015 have been prepared in accordance with IAS 34, “Interim financial reporting. The disclosures contained in these unaudited condensed interim consolidated financial statements do not include all of the requirements of International Financial Reporting Standards (“IFRS”) for annual financial statements. The condensed interim consolidated financial statements should be read in conjunction with the annual financial statements for the year ended December 31, 2014, which have been prepared in accordance with IFRS, as issued by the International Accounting Standards Board (“IASB”). The unaudited condensed interim consolidated financial statements are based on accounting policies as described in the 2014 annual consolidated financial statements.

Note 3 - Accounting Standards Issued But Not Yet Applied

In July 2014, the IASB issued a final version of IFRS 9, Financial Instruments, which replaces IAS 39, Financial Instruments: Recognition and Measurement, and supersedes all previous versions of the standard. The standard introduces a new model for the classification and measurement of financial assets and liabilities, a single expected credit loss model for the measurement of the impairment of financial assets and a new model for hedge accounting that is aligned with a company’s risk management activities. IFRS 9 is effective for annual periods beginning on or after January 1, 2018, with earlier adoption permitted. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements.

In May 2014, the IASB issued the final revenue standard, IFRS 15 Revenue from Contracts with Customers, which will replace IAS 11 Construction Contracts, IAS 18 Revenue, IFRIC 13 Customer Loyalty Programmes, IFRIC 15 Agreements for the Construction of Real Estate, IFRIC 18 Transfer of Assets from Customers, and SIC 31 Revenue - Barter Transactions Involving Advertising Services. The new standard provides a comprehensive five-step revenue recognition model for all contracts with customers and requires management to exercise significant judgement and make estimates that affect revenue recognition. IFRS 15 will be mandatorily effective for fiscal years beginning on or after January 1, 2017, and interim periods within that year. Earlier application is permitted. In April 2015, the IASB voted to publish an Exposure Draft proposing a one-year deferral of the effective date of the revenue Standard to January 1, 2018. The Company is assessing the new standard to determine its impact on the Company’s condensed interim consolidated financial statements.

2015 Q1 Condensed Interim Consolidated Financial Statements

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Hydrogenics Corporation

Notes to Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2015

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

(unaudited)

Note 4 - Trade and Other Receivables

	March 31, 2015			December 31, 2014
Trade accounts receivables	$	4,619		$	4,469
Less: Allowance for doubtful accounts		(128	)		(133	)
Net trade accounts receivable		4,491			4,336
Accrued receivables		5,198			6,049
Other receivables (including VAT receivables)		2,150			2,515
Total receivables	$	11,839		$	12,900

Included in accrued receivable is $4,263 relating to unbilled receivables on an uncompleted long term contract. Management anticipates that $394 of this amount will not be billed within the next 12 months.

Note 5 – Investment in Joint Venture

On May 28, 2014, the Company entered into a joint arrangement with a South Korean company, whereby the parties formed 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”.

	March 31, 2015
Balance January 1, 2015	$	2,150
Share in loss of the joint venture		(16	)
Investment in joint venture	$	2,134

Note 6 – Operating Borrowings

At March 31, 2015, €3,327 or approximately $3,578 was draw as standby letters of credit and bank guarantees and €2,000 or approximately $2,151 was drawn as an operating line against a Belgian credit facility. At March 31, 2015, the Company had availability of €1,673 or approximately $1,799 (December 31, 2014 - $4,064) under this facility for use only as letters of credit and bank guarantees.

At March 31, 2015 $3,109 was drawn as standby letters of credit and bank guarantees against a Canadian credit facility. At March 31, 2015, the Company had $1,823 (December 31, 2014 - $1,879) available under this facility for use only as letters of credit and bank guarantees.

2015 Q1 Condensed Interim Consolidated Financial Statements

Page 7

Hydrogenics Corporation

Notes to Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2015

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

(unaudited)

Note 7 - Warranty Provisions

Changes in the Company’s aggregate warranty provision are as follows:

	2015			2014
At January 1,	$	2,547		$	2,893
Additional provisions		185			648
Utilized during the period		(327	)		(434	)
Unused amounts reversed		(68	)		(41	)
Foreign currency translation		(213	)		-
Total warranty provision at March 31,		2,124			3,066
Less current portion		(667	)		(2,268	)
Long-term warranty provision at March 31,	$	1,457		$	798

Note 8 – Stock-Based Compensation

Under the Company’s previous Stock Option Plan 253,056 stock options were outstanding at March 31, 2015. No further stock options may be issued under this plan.

Of the 660,564 shares available under the Omnibus Incentive Plan, to be issued as stock options, restricted share units (“RSUs”) and performance share units (“PSUs”), 284,168 have been granted as stock options and 199,772 have been granted as PSUs and were outstanding at March 31, 2015. The Company has 176,624 units available for issue under this plan at March 31, 2015.

Stock Options

A summary of the Company’s stock option plan for the three months ended March 31, 2015 and 2014 is as follows:

	2015					2014
	Number of shares			Weighted average exercise price C$		Number of shares			Weighted average exercise price C$
Outstanding, beginning of period		481,403		$	6.99		503,907		$	8.63
Granted		56,821			16.14		-			-
Exercised		(1,000	)		8.49		(13,861	)		8.74
Expired		-			-		(296	)		89.50
Outstanding, end of period		537,224		$	7.96		489,750		$	8.58

2015 Q1 Condensed Interim Consolidated Financial Statements

Page 8

Hydrogenics Corporation

Notes to Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2015

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

(unaudited)

During the three months ended March 31, 2015, 56,821 stock options were granted with a weighted average aggregate fair value of C$527. 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:

	2015
Risk-free interest rate (%)		1.39	%
Expected volatility (%)		69	%
Expected life in years		5
Expected dividend	Nil

Expected volatility was determined using the historical volatility for the Company’s share price for the five years prior to the date of grant, as this is the expected life of the stock options.

Stock-based compensation expense for the three months ended March 31, 2015, related to stock options was $53 (2014 - $94) and was included in selling, general and administrative expenses.

Performance Share Units

During the three months ended March 31, 2015, 32,670 PSUs were granted with a fair value of C$527 (2014 – 37,827 units).

A summary of the Company’s PSU activity is as follows:

	2015			2014
Balance at January 1,		192,320			154,493
Forfeited		(25,218	)		-
PSUs granted		32,670			37,827
At March 31,		199,772			192,320

Stock-based compensation expense for the three months ended March 31, 2015, related to PSUs was $65 (2014 - $42), with an offsetting increase to contributed surplus.

Deferred Share Units

The Company has a deferred share unit plan for non employee directors, who are entitled to receive all or any portion of their annual cash retainer and meeting fees in the form of DSUs instead of cash. Each DSU is equivalent in value to a common share of the Company. The DSU liability is marked-to-market each reporting period with the offset recorded in selling, general and administrative expense.

A summary of the Company’s DSU activity is as follows:

	2015					2014
	Number		Amount			Number			Amount
Balance at January 1,		87,850	$	1,168			131,320		$	2,521
DSU redemptions		-		-			(49,442	)		(1,472	)
DSU compensation expense		2,182		25			964			26
DSU fair value adjustments		-		(169	)		-			1,177
At March 31,		90,032	$	1,024			82,842		$	2,252

2015 Q1 Condensed Interim Consolidated Financial Statements

Page 9

Hydrogenics Corporation

Notes to Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2015

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

(unaudited)

For the period ended March 31, 2015, the Company recognized $25 (2014 - $26) as expense for the issue of new DSUs and a recovery of $169 (2014 – expense of $1,177) for the mark-to-market adjustment on the liability.

The DSU liability at March 31, 2015 of $1,024 (2014 - $2,252) was included in trade and other payables. DSUs vest immediately on the date of issuance.

Restricted Share Units (“RSUs”)

The RSU liability at March 31, 2015 was nil (2014 - $1,019) as all outstanding units had vested and were paid out at December 31, 2014.

A summary of the Company’s RSU activity is as follows:

	2015				2014
	Number		Amount		Number		Amount
Balance at January 1,		-		-		46,885	$	660
RSU amortization expense		-		-		-		84
RSU fair value adjustments		-		-		-		275
At March 31,		-	$	-		46,885	$	1,019

Note 9 - 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 three months ended March 31, 2015 and 2014, research and product development expenses and program funding are as follows:

Three months ended March 31,	2015			2014
Research and product development expenses	$	1,676		$	1,569
Government research and product development funding		(654	)		(653	)
Total	$	1,022		$	916

Note 10 - Other Finance Gains and Losses, Net

Components of other finance gains and losses, net are as follows:

Three months ended March 31,	2015		2014
Loss from change in fair value of exercised warrants	$	-	$	(140	)
Total	$	-	$	(140	)

Note 11 - Income Taxes

The Company had net losses for the periods ended March 31, 2015 and 2014 and income tax expense was nil for each of these years.

2015 Q1 Condensed Interim Consolidated Financial Statements

Page 10

Hydrogenics Corporation

Notes to Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2015

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

(unaudited)

Note 12 - Net Loss Per Share

The loss per share for the periods ended March 31, 2015 and 2014 were as follows:

	2015			2014
Net loss	$	(3,427	)	$	(3,749	)
Weighted average number of shares outstanding – basic and diluted		10,090,481			9,073,527
Net loss per share – basic and diluted	$	(0.34	)	$	(0.41	)

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 13 - Condensed Statements of Cash Flows

Components of the net change in non-cash working capital are as follows:

March 31,	2015			2014
Decrease (increase) in current assets
Trade and other receivables	$	1,092		$	(2,801	)
Inventories		534			(3,814	)
Prepaid expenses		19			(351	)
Increase (decrease) in current liabilities
Trade and other payables, including warranty provision		(2,691	)		2,511
Deferred revenue		2,295			2,483
Total	$	1,249		$	(1,972	)

Note 14 – Commitments and Contingencies

In November 2014, Hydrogenics entered into an agreement with the Independent Electricity System Operators (“IESO”) to provide a 2MW Power-to-Gas storage unit to the Province of Ontario. It is anticipated that the unit will be put into service in 2016, at which time the service commencement period will begin and will last for a period of 36 months. Hydrogenics will receive a total of C$2,950, paid in equal monthly installments in return for IESO’s use of the energy storage solution over the three year period.

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 forgivable loan facility from the Innovation Demonstration Fund Program (“IDF”). The loan bears interest at 3.23%, is expected to mature on March 31, 2020, and the principal and interest are forgivable upon the satisfaction of certain criteria. Under the terms of the loan agreement, the government has committed to fund up to C$4,000 through a forgivable loan, to be funded at 50% of eligible costs incurred on the project. The total cost of the energy storage solution is expected to be C$8,000, of which C$1,960 of the costs will be funded by Hydrogenics, C$2,040 will be funded by Enbridge and the remaining C$4,000 from the forgivable loan. The project completion date is expected to be December 31, 2016.

2015 Q1 Condensed Interim Consolidated Financial Statements

Page 11

Hydrogenics Corporation

Notes to Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2015

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

(unaudited)

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 two MW PEM electrolyser and demonstrated performance capabilities that would be deemed acceptable for ancillary service as per the IESO specifications. 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.

At March 31, 2015, the Company has accumulated costs in building the unit of $413 which have been classified as property, plant and equipment. The Company has received funding of $118 under the IDF loan, and has accrued in the first quarter of 2015 an additional $46 of funding to be received. The funding amounts have been recorded as a reduction to property, plant and equipment.

Note 15 - Related Party Transactions

In the normal course of operations, the Company subcontracts certain manufacturing functions to a company owned by a family member of a senior officer who is also a director of the Company. During 2015, Hydrogenics made purchases of $9 (2014 - $35) from this related company. At March 31, 2015, the Company had an accounts payable balance due to this related party of $2 (2014 - $8).

At March 31, 2015 the Company had a receivable of $935 owing from its joint venture Kolon Hydrogenics, which is included in accrued accounts receivable. Refer to note 4.

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

Note 16 - 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 three months ended March 31, 2015 and 2014 was as follows:

Three months ended March 31, 2015	On-Site Generation			Power Systems			Corporate and Other			Total
Revenues from external customers	$	3,335		$	4,196		$	-		$	7,531
Gross profit		277			876			-			1,153
Selling, general and administrative expenses		635			920			1,024			2,579
Research and product development expenses		424			579			19			1,022
Segment loss		(782	)		(623	)		(1,043	)		(2,448	)
Interest expense, net		-			-			(127	)		(127	)
Foreign currency losses, net		-			-			(836	)		(836	)
Loss in joint venture		-			-			(16	)		(16	)
Loss before income taxes	$	(782	)	$	(623	)	$	(2,022	)	$	(3,427	)

2015 Q1 Condensed Interim Consolidated Financial Statements

Page 12

Hydrogenics Corporation

Notes to Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2015

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

(unaudited)

Three months ended March 31, 2014	On-Site Generation			Power Systems			Corporate and Other			Total
Revenues from external customers	$	5,963		$	2,096		$	-		$	8,059
Gross profit		767			1,150			-			1,917
Selling, general and administrative expenses		841			1,055			2,671			4,567
Research and product development expenses		382			532			2			916
Segment loss		(456	)		(437	)		(2,673	)		(3,566	)
Interest expense, net		-			-			(132	)		(132	)
Foreign currency gains, net		-			-			89			89
Other finance losses, net		-			-			(140	)		(140	)
Loss before income taxes	$	(456	)	$	(437	)	$	(2,856	)	$	(3,749	)

Balance sheet information by reportable segment at March 31, 2015 and 2014 was as follows:

At March 31, 2015	On-Site Generation		Power Systems		Corporate and Other		Total
Cash and cash equivalents and restricted cash	$	4,732	$	136	$	4,651	$	9,519
Trade and other receivables		4,183		7,656		-		11,839
Inventories		8,079		6,085		-		14,164
Investment in joint venture		-		-		2,134		2,134
Property, plant and equipment		417		1,668		-		2,085
Goodwill and intangibles		4,116		-		123		4,239
Prepaid expenses		285		364		79		728
Total Assets	$	21,812	$	15,909	$	6,987	$	44,708
Current liabilities	$	13,133	$	8,254	$	1,806	$	23,193
Non-current liabilities		1,414		8,723		266		10,403
Total Liabilities	$	14,547	$	16,977	$	2,072	$	33,596

At March 31, 2014	On-Site Generation		Power Systems		Corporate and Other		Total
Cash and cash equivalents and restricted cash	$	8,658	$	831	$	2,131	$	11,620
Trade and other receivables		4,207		3,998		-		8,205
Inventories		9,950		6,685		-		16,635
Property, plant and equipment		653		1,185		-		1,838
Goodwill and intangibles		5,250		-		167		5,417
Prepaid expenses		498		742		90		1,330
Total Assets	$	29,216	$	13,441	$	2,388	$	45,045
Current liabilities		16,993		8,750		4,656		30,399
Non-current liabilities		1,528		9,249		-		10,777
Total Liabilities	$	18,521	$	17,999	$	4,656	$	41,176

2015 Q1 Condensed Interim Consolidated Financial Statements

Page 13

Hydrogenics Corporation

Notes to Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2015

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

(unaudited)

Note 17 - Risk Management Arising From Financial Instruments

Fair value

The carrying value of cash and cash equivalents, restricted cash, accounts receivable, and accounts payable and accrued liabilities (excluding the liabilities relating to the RSUs and DSUs) approximate their fair value given their short-term nature. The carrying value of the non-current liabilities approximates their fair value given the difference between the discount rates used to recognize the liabilities in the balance sheets and the market rates of interest is insignificant. The fair value of the liabilities relating to the RSUs and DSUs are classified as Level 1.

Fair value measurements recognized in the 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);

(iii)

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The Company has not transferred any financial instruments between Level 1, 2, or 3 of the fair value hierarchy during the three months ended March 31, 2015.

Financial instruments are classified into one of the following categories: fair value through profit and loss; held-to-maturity; available-for-sale; loans and receivables; and other financial liabilities. The following table summarizes information regarding the carrying values of the Company’s financial instruments:

	March 31, 2015		December 31, 2014
Cash and cash equivalents	$	6,207	$	6,572
Restricted cash		2,495		3,228
Restricted cash – non current		817		621
Trade and other receivables		11,839		12,900
Loans and receivables	$	21,358	$	23,321
Trade and other payables	$	10,885	$	13,156
Operating borrowings		2,151		-
Long-term debt		2,777		2,922
Non-current repayable government contributions		267		334
Post-retirement benefit liabilities		185		208
Other financial liabilities	$	16,265	$	16,620

2015 Q1 Condensed Interim Consolidated Financial Statements

Page 14

Hydrogenics Corporation

Notes to Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2015

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

(unaudited)

Note 18 – 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 considers its capital employed as shareholders’ equity and total debt, net of cash and cash equivalents as follows:

	March 31, 2015		December 31, 2014
Shareholders’ equity	$	11,112	$	15,476
Operating borrowings		2,151		-
Long term debt and repayable government contributions		3,301		3,475
Total		16,564		18,951
Less cash and cash equivalents and restricted cash		9,519		10,421
Total Capital Employed	$	7,045	$	8,530

2015 Q1 Condensed Interim Consolidated Financial Statements

Page 15

EXHIBIT 99.4

EXHIBIT 99.5

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Daryl Wilson, President and Chief Executive Officer of Hydrogenics Corporation, certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Hydrogenics Corporation (the “issuer”) for the interim period ended March 31, 2015.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b)

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1	Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2	ICFR – material weakness relating to design: The issuer has disclosed in its interim MD&A for each material weakness related to design existing at the end of the interim period

(a)

a description of the material weakness

(b)

the impact of the material weakness on the issuer’s financial reporting and its ICFR; and

(c)

the issuers current plans, if any, or any actions already taken, for remediating the current weakness.

5.3

N/A

6.	Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2015 and ended on March 31, 2015 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: May 6, 2015.

/s/ Daryl Wilson
Daryl Wilson President and Chief Executive Officer

EXHIBIT 99.6

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Robert Motz, Chief Financial Officer of Hydrogenics Corporation, certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Hydrogenics Corporation (the “issuer”) for the interim period ended March 31, 2015.

5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)

(b)

5.1	Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2	ICFR – material weakness relating to design: The issuer has disclosed in its interim MD&A for each material weakness related to design existing at the end of the interim period

(a)

a description of the material weakness

(b)

the impact of the material weakness on the issuer’s financial reporting and its ICFR; and

(c)

the issuers current plans, if any, or any actions already taken, for remediating the current weakness.

5.3

N/A

6.	Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2015 and ended on March 31, 2015 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.