Nel ASA

Prospectus • Mar 30, 2020

Nel ASA: Approval and publication of Prospectus

Nel ASA: Approval and publication of Prospectus

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, 30 March 2020) Reference is made to the stock exchange announcements by

Nel ASA ("Nel" or the "Company") on 21 January 2020, regarding information

relating to a subsequent offering of up to 13,350,000 new shares (the

"Subsequent Offering") in the Company following the completion of a private

placement with gross proceeds of NOK 846 million (the "Private Placement").

Approval and availability of the Prospectus:

The Financial Supervisory Authority of Norway has today approved a prospectus

prepared by the Company (the "Prospectus") in connection with the Subsequent

Offering and listing of up to 13,350,000 new shares in the Company, each with a

par value of NOK 0.20 (the "Offer Shares").

The Prospectus will be available from 31 March 2020 on the following websites:

www.nelhydrogen.com, www.arctic.com, www.carnegie.no and www.sb1markets.no.

The Subsequent Offering:

· The Subsequent Offering will consist of an offer by the Company to issue up

to 13,350,000 Offer Shares, raising up to approximately NOK 126.8 million in

gross proceeds if all the Offer Shares are issued.

· Eligible Shareholders, being shareholders of the Company as of 21 January

2020 (and being registered as such in the Norwegian Central Securities

Depository ("VPS") on 23 January 2020, pursuant to the two days' settlement

procedure in the VPS (the "Record Date")), (i) who were not allocated shares in

the Private Placement, and (ii) who 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, will be granted non

-transferable subscription rights (the "Subscription Rights") that, subject to

applicable law, provide preferential rights to subscribe for and be allocated

Offer Shares at the Subscription Price (as defined below).

· The Eligible Shareholders will be granted 0.01182 Subscription Rights for

each existing share registered as held by such Eligible Shareholders as of the

Record Date, rounded down to the nearest whole Subscription Right. Each whole

Subscription Right provides a preferential right to subscribe for, and be

allocated, one Offer Share at the Subscription Price, subject to applicable

securities laws. Over-subscription will be permitted, but there can be no

assurance of the number of shares that will be available for allocation pursuant

to over-subscription. Subscription without Subscription Rights will not be

permitted.

· The subscription period will commence at 09:00 hours (CEST) on 31 March 2020

and expire at 16:30 hours (CEST) on 7 April 2020 (the "Subscription Period").

· The subscription price in the Subsequent Offering is NOK 9.50 per Offer

Share, being the same as the subscription price in the Private Placement

completed on 21 January 2020 (the "Subscription Price").

· The Subscription Rights are expected to have an economic value if the

Company's shares trade above the Subscription Price during the Subscription

Period. Eligible Shareholders who do not use their Subscription Rights will

experience a dilution of their shareholding in the Company if other Eligible

Shareholders subscribe for Offer Shares.

· The Subscription Rights must be used to subscribe for Offer Shares in the

Subscription Period and before the expiry of the Subscription Period on 7 April

2020 at 16:30 hours (CEST). Subscription Rights that are not used to subscribe

for Offer Shares before 16:30 hours (CEST) on 7 April 2020 will have no value

and will lapse without compensation to the holder.

· Completion of the Subsequent Offering is subject to (i) the board of

directors resolving to approve the Subsequent Offering and issue the Offer

Shares, and (ii) registration of the increased equity of the Company pertaining

to the Subsequent Offering with the Norwegian Register of Business Enterprises

and the VPS.

· The payment for the Offer Shares allocated to a subscriber falls due on 15

April 2020.

· Subject to timely payment by all subscribers, the share capital increase

pertaining to the Subsequent Offering is expected to be registered with the

Norwegian Register of Business Enterprises (Nw. Foretaksregisteret) on or about

20 April 2020. The Offer Shares are expected to be delivered to the subscribers

and commence trading on the Oslo Stock Exchange on 21 April 2019.

Arctic Securities AS, Carnegie AS and SpareBank 1 Markets AS will 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.