Nel ASA

Share Issue/Capital Change • Mar 6, 2023

Nel ASA: Contemplated private placement

Nel ASA: Contemplated private placement

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

INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA 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) Nel ASA ("Nel" or the "Company") has retained

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

(together the "Managers") to advise on and effect a private placement of new

ordinary shares in the Company (the "Offer Shares") to raise gross proceeds of

approximately NOK 1,600 million (the "Private Placement"). The subscription

price per Offer Share in the Private Placement (the "Subscription Price") will

be determined by the Company's Board of Directors (the "Board") on the basis of

an accelerated book-building process conducted by the Managers.

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.

The application period in the Private Placement will commence today, 6 March

2023 at 16:30 CET and close on 7 March 2023 at 08:00 CET. The Managers and the

Company may, however, at any time resolve to close or extend the application

period without notice. If the application period is shortened or extended, any

other dates referred to herein may be amended accordingly.

The Private Placement will be directed towards selected Norwegian and

international investors (a) outside the United States in reliance on Regulation

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

and (b) to investors in the United States who are "qualified institutional

buyers" ("QIBs") as defined in Rule 144A under the U.S. Securities Act, in each

case subject to an exemption being available from prospectus requirements and

any other filing or registration requirements in the applicable jurisdictions

and subject to other selling restrictions. The minimum application and

allocation amount has been set to the NOK equivalent of EUR 100,000 per

investor. The Company may, however, at its sole discretion, allocate an amount

below EUR 100,000 to the extent applicable exemptions from the prospectus

requirements pursuant to the Norwegian Securities Trading Act and ancillary

regulations are available. Further selling restrictions and transaction terms

will apply.

Allocation of Offer Shares will be determined at the end of the application

period at the sole discretion of the Board in consultation with the Managers.

The Company may focus on allocation criteria such as (but not limited to)

existing ownership in the Company, timeliness of the application, price

leadership, relative order size, sector knowledge, investment history, perceived

investor quality and investment horizon.

Allocated shares are expected to be settled on or around 9 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.

Completion of the Private Placement is subject to (i) approval by the Board

pursuant to an authorisation to increase the share capital granted by the

Company's general meeting held on 21 April 2022, (ii) the Board resolving to

consummate the Private Placement and allocate the Offer Shares, (iii) the

placement agreement entered into by the Managers and the Company on 6 March 2023

not being terminated in accordance with the terms thereof and (iv) payment for

the Offer Shares and registration of the share capital increase in the Company

pertaining to the Private Placement with the Norwegian Register of Business

Enterprises (jointly the "Conditions").

The Company reserves the right, at any time and for any reason, to cancel,

and/or modify the terms of, the Private Placement prior to completion. Neither

the Company nor the Managers will be liable for any losses incurred by

applicants if the Private Placement is cancelled, irrespective of the reason for

such cancellation.

Subject to completion of the Private Placement, the Company has agreed to a 90

days lock-up for the Company, subject to customary exemptions (including for

share issuances under employee share option plans) and the issuance of shares

under the potential Subsequent Offering (as defined below).

The Board has considered the structure of the contemplated capital raise in

light of the equal treatment obligations under the Norwegian Public Limited

Companies Act, the Norwegian Securities Trading Act and 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, and is of the opinion that the proposed Private Placement is in

compliance with these requirements. By structuring the transaction as a private

placement, the Company will be in a position 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. In addition,

the Private Placement is subject to marketing through a publicly announced

bookbuilding process and a market-based offer price should therefore be

achieved. Furthermore, the number of New Shares to be issued in connection with

the contemplated Private Placement implies that the dilution of existing

shareholders will be limited. On this basis and based on an assessment of the

current equity markets, the Board has considered the Private Placement to be in

the common interest of the Company and its shareholders. As a consequence of the

private placement structure, the shareholders' preferential rights to subscribe

for the New Shares will be deviated from.

The Company may, subject to, among other things, completion of the Private

Placement, carry out a subsequent offering of new ordinary shares in the Company

(the "Subsequent Offering") at the Subscription Price towards existing

shareholders as of 6 March 2023 (as registered in the Norwegian Central

Securities Depositary as of 8 March 2023), who (i) were not allocated Offer

Shares and (ii) are not resident in a jurisdiction where such offering would be

unlawful or, would (in jurisdictions other than Norway) require a prospectus, a

registration or similar action. Whether a Subsequent Offering will be carried

out will inter alia depend on the results of the Private Placement and the

subsequent development of the Company's share price.

Advisors

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

bookrunners in the Private Placement. Advokatfirmaet Schjødt AS is acting as the

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

Steen & Hamilton LLP are acting 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 announcement is not for publication or distribution in, directly or

indirectly, Australia, Canada, Japan, Hong Kong, South Africa or 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 where to do so might constitute a violation of the local

securities laws or regulations of such jurisdiction.

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

solicitation of an offer to purchase or subscribe for, any securities of the

Company in the United States. 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. The securities of the Company 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 "U.S. Securities Act") and in accordance

with applicable U.S. state securities laws. The securities of the Company 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 the 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

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 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.

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.