Nel ASA

Share Issue/Capital Change • Apr 8, 2020

Nel ASA: Final results of the Subsequent Offering

Nel ASA: Final results of the Subsequent Offering

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.

(Oslo, 8 April 2019) Reference is made to the stock exchange announcement by Nel

ASA ("Nel" or the "Company") on 7 April 2020, regarding the end of the

subscription period in the subsequent offering of up to 13,350,000 new shares

(the "Offer Shares") (the "Subsequent Offering").

The subscription period in the Subsequent Offering expired on 7 April 2020, at

16:30 hours (CEST). By the end of the subscription period, the Company had

received valid subscriptions for a total of 25,297,673 Offer Shares, and the

Subsequent Offering was accordingly oversubscribed. A total of 13,350,000 Offer

Shares have today been allocated by the Company's board of directors in

accordance with the allocation criteria set out in the prospectus dated 30 March

Furthermore, the board of directors of Nel has resolved, in accordance with the

authorization granted by the general meeting on 28 March 2019, to issue

13,350,000 new shares in the Company in connection with the Subsequent Offering.

Notifications of allocated Offer Shares in the Subsequent Offering and the

corresponding amount to be paid by each subscriber will be set out in a separate

letter to each subscriber to whom Offer Shares have been allotted. The

allocation letters are expected to be sent today. The due date for payment of

allocated Offer Shares is 15 April 2020.

Subject to timely payment of the entire subscription amount in the Subsequent

Offering, the Company expects that the share capital increase pertaining to the

Subsequent Offering will be registered with the Norwegian Register of Business

Enterprises on or about 20 April 2020 and that the Offer Shares will be

delivered to the Norwegian Central Securities Depository ("VPS") accounts of the

subscribers to whom they are allocated on or about 21 April 2020. The Offer

Shares will be tradable immediately after the registration of the share capital

with the Norwegian Register of Business Enterprises.

Following the issuance of the Offer Shares, the issued share capital of the

Company will be NOK 264,986,956.60, divided into 1,324,934,783 shares, each with

a par value of NOK 0.20.

The following primary insider (or related parties thereof) of the Company has

been allocated shares in the Subsequent Offering:

· Bjørn Simonsen, VP Investor Relations and Corporate Communications, has been

allocated 23,396 Offer Shares, and will following issuance hold 2,002,799 shares

in the Company through Simonsen Invest AS

Arctic Securities AS, Carnegie AS and SpareBank 1 Markets AS act as managers in

the Subsequent Offering (the "Managers"). Advokatfirmaet Schjødt AS acts as

Norwegian legal counsel to Nel.

ENDS

For further information, please contact:

Kjell Christian Bjørnsen, CFO, +47 917 02 097

About Nel ASA | www.nelhydrogen.com

Nel is a global, dedicated hydrogen company, delivering optimal solutions to

produce, store, and distribute hydrogen from renewable energy. We serve

industries, energy, and gas companies with leading hydrogen technology. Our

roots date back to 1927, and since then, we have had a proud history of

development and continuous improvement of hydrogen technologies. Today, our

solutions cover the entire value chain: from hydrogen production technologies to

hydrogen fueling stations, enabling industries to transition to green hydrogen,

and providing fuel cell electric vehicles with the same fast fueling and long

range as fossil-fueled vehicles - without the emissions.

Important Notices

This document is not an offer to sell or a solicitation of offers to purchase or

subscribe for shares. 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 information contained herein shall not constitute an

offer to sell or the solicitation of an offer to buy, in any jurisdiction in

which such offer or solicitation would be unlawful absent registration, or an

exemption from registration or qualification under the securities laws of any

jurisdiction.

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.

This announcement and any materials distributed in connection with this

announcement may contain certain forward-looking statements. By their nature,

forward-looking statements involve risk and uncertainty because they reflect

Nel's current expectations and assumptions as to future events and circumstances

that may not prove accurate. A number of material factors could cause actual

results and developments to differ materially from those expressed or implied by

these forward-looking statements. This information is subject to a duty of

disclosure pursuant to Section 5-12 of the Norwegian Securities Trading Act.