Nel ASA

Report Publication Announcement • May 31, 2024

Nel ASA: Cavendish Hydrogen ASA applies for admission to trading on the Oslo Stock Exchange - invitation to investor meetings

Nel ASA: Cavendish Hydrogen ASA applies for admission to trading on the Oslo Stock Exchange - invitation to investor meetings

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR

INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG

KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION

OR RELEASE WOULD BE UNLAWFUL.

(May 31, 2024 - Oslo, Norway) Reference is made to the stock exchange

announcements by Nel ASA (Nel, OSE: NEL) on February 28, and May 15, 2024

regarding the potential spin-off of Nel's Fueling division into a separate

company, Cavendish Hydrogen ASA ("Cavendish"), and listing of Cavendish' shares

on the Oslo Stock Exchange.

Cavendish has today applied for its shares to be admitted to trading on the Oslo

Stock Exchange (the "Listing"). Furthermore, Cavendish will be hosting investor

meetings June 3-7, 2024, in addition to a group investor meeting at 14:00 CEST

on Thursday June 6, 2024. Anyone wishing to attend can register by contacting

one of the Managers (as defined below).

Please refer to the company presentation made available on Cavendish' website,

https://cavendishh2.com/.

The spin-off and Listing are still subject to satisfaction of certain

conditions, including inter alia the approval by the Oslo Stock Exchange,

satisfaction of any conditions set for such approval, Nel's Board of Directors

resolving to distribute the shares in Cavendish to the shareholders of Nel as

dividend in kind, and approval of a listing prospectus by the Financial

Supervisory Authority of Norway. Although the spin-off and Listing remain on

schedule with regard to Listing by end of Q2 2024, no assurance can be given

that it will be completed.

Carnegie AS is acting as global coordinator, and Arctic Securities AS and

Fearnley Securities AS as joint lead managers (together the "Managers") to Nel

and Cavendish in connection with the spin-off and Listing.

Register for investor meetings by contacting respective sales representatives at

one of the Managers or by sending an email to ca@carnegie.no, events@arctic.com

or corp.access@fearnleys.com.

For additional information, please contact:

Kjell Christian Bjørnsen, CFO, +47 917 02 097

Lars Nermoen, Head of Communications, +47 902 40 153

This information is subject to the disclosure requirements pursuant to Section 5

-12 of the Norwegian Securities Trading Act.

About Nel ASA | www.nelhydrogen.com

Nel has a history tracing back to 1927 and is today a leading pure play hydrogen

technology company with a global presence. The company specializes in

electrolyser technology for production of renewable hydrogen, and hydrogen

fueling equipment for road-going vehicles. Nel's product offerings are key

enablers for a green hydrogen economy, making it possible to decarbonize various

industries such as transportation, refining, steel, and ammonia.

IMPORTANT NOTICE

These materials do not constitute or form a part of any offer of securities for

sale or a solicitation of an offer to purchase securities of Nel ASA or

Cavendish Hydrogen ASA (each an "Issuer") in the United States or any other

jurisdiction. The securities of the Issuer may not be offered or sold in the

United States absent registration or an exemption from registration under the

U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The

securities of the Issuer have not been, and will not be, registered under the

U.S. Securities Act. Any sale in the United States of the securities mentioned

in this communication will be made solely to "qualified institutional buyers" as

defined in Rule 144A under the U.S. Securities Act. No public offering of

securities will be made in the United States.

In any EEA Member State, this communication is only addressed to and is only

directed at qualified investors in that Member State within the meaning of the

EU Prospectus Regulation, i.e., only to investors who can receive any offering

without an approved prospectus in such EEA Member State. The "EU Prospectus

Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of

the Council of 14 June 2017 (together with any applicable implementing measures

in any Member State).

In the United Kingdom, this communication is only addressed to and is only

directed at Qualified Investors who (i) are investment professionals falling

within Article 19(5) of the Financial Services and Markets Act 2000 (Financial

Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling

within Article 49(2)(a) to (d) of the Order (high net worth companies,

unincorporated associations, etc.) (all such persons together being referred to

as "Relevant Persons"). These materials are directed only at Relevant Persons

and must not be acted on or relied upon by persons who are not Relevant Persons.

Any investment or investment activity to which this announcement relates is

available only to Relevant Persons and will be engaged in only with Relevant

Persons. Persons distributing this communication must satisfy themselves that it

is lawful to do so.

This announcement is for information purposes only and is not to be relied upon

in substitution for the exercise of independent judgment. It is not intended as

investment advice and under no circumstances is it to be used or considered as

an offer to sell, or a solicitation of an offer to buy any securities or a

recommendation to buy or sell any securities of the Issuer. Neither the Issuer,

the Managers nor any of their respective affiliates accepts any liability

arising from the use of this announcement.

The publication, distribution or release of this announcement and other

information may be restricted by law in certain jurisdictions. Persons into

whose possession this announcement or such other information should come are

required to inform themselves about and to observe any such restrictions.

Specifically, neither this announcement nor the information contained herein is

for publication, distribution, or release, in whole or in part, directly or

indirectly, in or into or from the United States (including its territories and

possessions, any State of the United States and the District of Columbia),

Australia, Canada, Hong Kong, Japan or any other jurisdiction where to do so

would constitute a violation of the relevant laws of such jurisdiction.

Matters discussed in this announcement may constitute forward-looking

statements. Forward-looking statements are statements that are not historical

facts and may be identified by words such as "anticipate", "believe",

"continue", "estimate", "expect", "intends", "may", "should", "will" and similar

expressions. The forward-looking statements in this release are based upon

various assumptions, many of which are based, in turn, upon further assumptions.

Although the Issuer believes that these assumptions were reasonable when made,

these assumptions are inherently subject to significant known and unknown risks,

uncertainties, contingencies and other important factors which are difficult or

impossible to predict and are beyond its control. Such risks, uncertainties,

contingencies and other important factors could cause actual events to differ

materially from the expectations expressed or implied in this release by such

forward-looking statements. The information and any forward-looking statements

contained in this announcement speak only as of its date, and are subject to

change without notice.

The Managers are acting for the Issuer and no one else in connection with the

spin-off and Listing and will not be responsible to anyone other than the Issuer

for providing the protections afforded to their respective clients, or for

advice in relation to the contents of this announcement or any of the matters

referred to herein. Neither the Managers nor any of their respective affiliates

or any of their respective directors, officers, employees, advisers, or agents

accept any responsibility or liability whatsoever for, or makes any

representation or warranty, express or implied, as to the accuracy, completeness

or fairness of the information and opinions in this announcement (or whether any

information has been omitted from this announcement) or any other information

relating the Issuer or associated companies. Each of the Issuer, the Managers

and their respective affiliates expressly disclaims any obligation or

undertaking to update, review or revise any statement contained in this

announcement whether as a result of new information, future developments or

otherwise.