Nel ASA

Capital/Financing Update • Mar 6, 2023

Nel ASA: Private placement successfully completed

Nel ASA: Private placement successfully completed

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

INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANY OTHER

JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE

UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE

SECURITIES DESCRIBED HEREIN.

(March 6, 2023 - Oslo, Norway) Reference is made to the stock exchange release

from Nel ASA ("Nel" or the "Company") published on 6 March 2023 regarding a

contemplated private placement. The Company announces today that it has raised

NOK 1,609 million in gross proceeds through a private placement (the "Private

Placement") of 108,000,000 new shares (the "New Shares"), at a price per share

of NOK 14.90 share. The Private Placement took place through an accelerated

bookbuilding process managed by Carnegie and Morgan Stanley & Co. International

plc as joint bookrunners (the "Managers") after close of markets on 6 March

Nel is experiencing ever-increasing interest and opportunities within the

hydrogen industry. The pipeline continues to improve and mature, and the company

has recently been able to secure attractive large-scale contracts. The Company

is committed to capitalizing on its position as a technology frontrunner and

will continue to invest in building scale to develop the organization and its

technology platforms. This includes the already announced expansions at Herøya

and Wallingford and organizational growth linked to order intake and tender

activity, but also potentially further expanding the Herøya plant to 2 GW

capacity and/or commencing construction of a new US Gigafactory related to the

announced ongoing site selection process. The net proceeds from the Private

Placement will be used to partially finance the expansion program and for

general corporate purposes.

Completion of the Private Placement and the issuance of the New Shares were

resolved today by the Company´s Board of Directors (the "Board") pursuant to a

Board authorisation granted by the Company's general meeting held on 21 April

2022. Allocated shares are expected to be settled on or around 8 March 2023

through a delivery versus payment transaction on a regular t+2 basis. However,

the new shares will not be tradable before the new capital is registered by the

Norwegian Register of Business Enterprises, expected on or about 8 March 2023,

based on a pre-payment agreement with the Managers. Following registration of

the new share capital pertaining to the Private Placement, the Company will have

1,671,325,304 shares outstanding, each with a par value of NOK 0.20.

Completion of the Private Placement implies a deviation from the preemptive

rights of the existing shareholders of the Company under the Norwegian Public

Limited Companies Act. When resolving the issuance of the New Shares in the

Private Placement, the Board considered this deviation and also the equal

treatment obligations under the Norwegian Securities Trading Act, the rules on

equal treatment under Oslo Rule Book II for companies listed on the Oslo Stock

Exchange and the Oslo Stock Exchange's Guidelines on the rule of equal

treatment. The Board is of the opinion that there are sufficient grounds to

deviate from the preemptive rights and that the Private Placement is in

compliance with the equal treatment requirements. By structuring the transaction

as a private placement, the Company was able to raise capital in an efficient

manner, with a lower discount to the current trading price and with

significantly lower completion risks compared to a rights issue, and strengthen

the Company's shareholder base. Further, the number of New Shares to be issued

in connection with the contemplated Private Placement implies a limited dilution

of existing shareholders.

The Board will consider carrying out a subsequent offering of up to 10,000,000

new shares towards the Company's shareholders as of 6 March 2023 (as documented

by the shareholder register in the Norwegian Central Securities Depository (VPS)

as of the end of 8 March 2023) who (i) were not allocated shares in the Private

Placement (the "Subsequent Offering") and (ii) are not resident in a

jurisdiction where such offering would be unlawful, or for jurisdictions other

than Norway, would require any filing, registration or similar action. The

subscription price in the Subsequent Offering will be equal to the subscription

price in the Private Placement. The Subsequent Offering is subject to i) the

publication of a prospectus approved by the Norwegian Financial Supervisory

Authority, ii) the approval by the 2023 annual general meeting of the Company to

authorize the Company to issue new shares and iii) the prevailing market price

of the Company's shares following the Private Placement. The Board may decide

that the Subsequent Offering will not be carried out in the event that the

Company's shares trade at or below the subscription price in the Subsequent

Offering.

Advisors

Carnegie AS and Morgan Stanley & Co. International plc acted as joint

bookrunners in the Private Placement. Advokatfirmaet Schjødt AS acted as the

Company's legal advisor and Advokatfirmaet Thommessen AS and Cleary Gottlieb

Steen & Hamilton LLP acted as the Managers' legal advisors.

This information is subject to a duty of disclosure pursuant to Section 5-12 of

the Norwegian Securities Trading Act. This information was issued as inside

information pursuant to the EU Market Abuse Regulation, and was published by

Wilhelm Flinder, Head of Investor Relations, at NEL ASA on the date and time

provided.

ENDS

For additional information, please contact:

Håkon Volldal, CEO, +47 977 19 973

Kjell Christian Bjørnsen, CFO: +47 917 02 097

Wilhelm Flinder, Head of Investor Relations, +47 936 11 350

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 Notices

This document does not constitute an offer of securities for sale or a

solicitation of an offer to purchase securities of the Company in the United

States or any other jurisdiction. Copies of this document may not be sent to

jurisdictions, or distributed in or sent from jurisdictions, in which this is

barred or prohibited by law. 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 Prospectus Regulation, i.e., only to investors who can

receive the offer without an approved prospectus in such EEA Member State. The

expression "Prospectus Regulation" means Regulation (EU) 2017/1129 (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 within the meaning of the Prospectus Regulation

as it forms part of English law by virtue of the European Union (Withdrawal) Act

2018 and  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 on 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 document is not for publication or distribution in, directly or indirectly,

Australia, Canada, Japan, the United States or any other jurisdiction in which

such release, publication or distribution would be unlawful, and it does not

constitute an offer or invitation to subscribe for or purchase any securities in

such countries or in any other jurisdiction. In particular, the document and the

information contained herein should not be distributed or otherwise transmitted

into the United States or to publications with a general circulation in the

United States of America.

This document is not an offer for sale of securities in the United States.

Securities may not be offered or sold in the United States absent registration

with the United States Securities and Exchange Commission or an exemption from

registration under the U.S. Securities Act of 1933, as amended (the "Securities

Act"). The Company does not intend to register any part of the offering in the

United States or to conduct a public offering in the United States of the shares

to which this document relates.

The Managers are acting for the Company in connection with the Private Placement

and no one else and will not be responsible to anyone other than the Company for

providing the protections afforded to their respective clients or for providing

advice in relation to the Private Placement or any transaction or arrangement

referred to in this press release.

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 Company 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, opinions and forward-looking

statements contained in this announcement speak only as at its date and are

subject to change without notice. This announcement is made by and is the

responsibility of, the Company. The Managers are acting exclusively for the

Company and no one else and will not be responsible to anyone other than the

Company 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 makes any representation as to the accuracy or completeness of this

announcement and none of them accepts any responsibility for the contents of

this announcement or any matters referred to herein.

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 Company. Neither the

Managers nor any of their respective affiliates accepts any liability arising

from the use of this announcement.