Nel ASA

Share Issue/Capital Change • Jan 21, 2020

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 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.

(Oslo, 21 January 2020) Reference is made to the stock exchange release from Nel

ASA ("Nel" or the "Company") published on 21 January 2020 regarding a

contemplated private placement.

The Company announces today that it has raised approximately NOK 846 million in

gross proceeds through a private placement (the "Private Placement") of

89,000,000 new shares (the "New Shares"), at a price per share of NOK 9.50. The

transaction price represents a discount of 6.3% to the volume-weighted average

price on the transaction day. The Private Placement took place through an

accelerated bookbuilding process managed by Arctic Securities AS, Carnegie AS

and Sparebank 1 Markets AS as joint bookrunners (together the "Managers") after

close of markets on 21 January 2020.

The net proceeds will be used to:

· Maintain and strengthen market position through accelerated investments in

technology and organization to take advantage of the attractive market

opportunities

·

· Strengthening investment in development and innovation across segments and

technologies to stay on the technological forefront

· Continue to develop the organization, both within management systems,

engineering, project execution, production and process improvement

·

· Additional focus on people and safety

· Strengthening the balance sheet and financial position to satisfy

counterparty requirements on large scale projects

·

· Ability to satisfy contractual obligations

· Ability to provide required bonds/guarantees

· The proceeds will also fund additional working capital in response to

increased order volumes and contract sizes, as well as general corporate

purposes

The new shares to be issued in connection with the Private Placement will be

issued based on a Board authorisation granted by the Company's general meeting

held 28 March 2019. Allocated shares are expected to be settled on or around 24

January 2020 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 23 January 2020, 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 1,311,102,783 shares outstanding, each with a

par value of NOK 0.20.

The Board of Directors of the Company has resolved to carry out a subsequent

offering of up to 13,350,000 new shares towards the Company's shareholders as of

21 January 2020 (as documented by the shareholder register in the Norwegian

Central Securities Depository (VPS) as of the end of 23 January 2020) who were

not allocated shares in the Private Placement (the "Subsequent Offering").

Notwithstanding the foregoing, the board of directors may, in its sole

discretion, decide that the Company shall not carry out the subsequent offering.

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

subscription price in the Private Placement.

The Company has considered the Private Placement in light of the equal treatment

obligations under the Norwegian Securities Trading Act and Oslo Børs' Circular

no. 2/2014 and is of the opinion that the waiver of the preferential rights

inherent in a private placement is considered necessary in the interest of time

and successful completion. Taking into consideration the time, costs and

expected terms of alternative methods of the securing the desired funding, as

well as the subsequent offering, the Board of Directors has concluded that the

conclusion of the Private Placement on acceptable terms at this time is in the

common interest of the shareholders of the Company.

ENDS

For additional information, please contact:

Jon André Løkke, CEO, +47 907 44 949

Bent Skisaker, CFO, +47 468 21 693

About Nel ASA | www.nelhydrogen.com

Nel Hydrogen 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.

Since its origins in 1927, Nel has a proud history of development and continual

improvement of hydrogen plants. Our hydrogen solutions cover the entire value

chain from hydrogen production technologies to manufacturing of hydrogen fueling

stations, providing all fuel cell electric vehicles with the same fast fueling

and long range as conventional vehicles today.