Nel ASA

Major Shareholding Notification • Jun 4, 2019

NEL ASA: SALE OF 43 MILLION SHARES IN NEL ASA BY H2 HOLDING APS

NEL ASA: SALE OF 43 MILLION SHARES IN NEL ASA BY H2 HOLDING APS

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NEL ASA: SALE OF 43 MILLION SHARES IN NEL ASA BY H2 HOLDING APS

Reference is made to the stock exchange notice published on 3 June 2019 regarding the contemplated sale of up to 113 million shares in Nel ASA (“Nel” or the “Company”) by F9 Investments LLC ("F9 Investments") and H2 Holding ApS (“H2 Holding”).

H2 Holding has today sold 43,000,000 shares in Nel representing approximately 3.54% of the share capital in Nel by way of an accelerated bookbuilding process (the “Placing”), at a price of NOK 7.47 per share.

H2 Holding is owned by Nel employees Jacob Krogsgaard, Mikael Sloth, Thomas Luckmann and Jesper Boisen (the “Employees”), each owning 25% of H2 Holding prior to the Placing. The net proceeds from the sale of shares will partly be used to finance upcoming tax payments.

With reference to the announcement by the Company on 3 June 2019 regarding the establishment of a consortium to commercialize fuel cell electric buses and the establishment of Everfuel Europe AS (“Everfuel”) with Nel as a minority shareholder going forward, Jacob Krogsgaard will in addition to financing upcoming tax payments partly use the net proceeds from the sale of shares to invest in Everfuel.

Prior to the Placing, H2 Holding ApS owned 86,492,653 shares in Nel ASA, representing 7.12% of the share capital in the Company. Following the Placing, H2 Holding ApS holds 43,492,653 shares in Nel ASA, representing 3.58% of the share capital in the Company. Accordingly, H2 Holding has crossed below the 5% threshold. The remaining shares will be subject to a customary lock-up agreement until 4 December 2019.

H2 Holding has until now served as the joint holding company for the H2Logic founders, where all equity investments in Nel’s shares have been placed. Following the Placing, the Employees have decided to demerge H2 Holding into four separate companies held by each of the Employees. The abovementioned lock-up will apply to the respective companies.

Arctic Securities AS and Carnegie AS acted as joint bookrunners in connection with the Placing.