Nel ASA

Share Issue/Capital Change • Jun 3, 2019

NEL ASA: CONTEMPLATED SALE OF UP TO 113 MILLION SHARES

NEL ASA: CONTEMPLATED SALE OF UP TO 113 MILLION SHARES

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR IN ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

NEL ASA: CONTEMPLATED SALE OF UP TO 113 MILLION SHARES

Arctic Securities AS and Carnegie AS have been retained as joint bookrunners to explore the opportunity to sell up to 113 shares in Nel ASA ("Nel" or the "Company") through an accelerated bookbuilding process (the "Placing"). The transaction represents approximately 9.3% of the outstanding shares in the Company. The Placing is to be conducted by way of an accelerated bookbuilding process commencing immediately following the publication of this announcement and may be closed at short notice. A further announcement will be made following pricing of the sale.

F9 Investments LLC and H2 Holding ApS (together the “Selling Shareholders”) are considering selling 70 million shares and 43 million shares, respectively. None of the Selling Shareholders are primary insiders in the Company.

F9 Investments, LLC ("F9 Investments") is controlled by Tom Sullivan, the founder of Proton OnSite which was acquired by Nel in 2017. As of today, F9 Investments holds 73,069,357 shares in the Company (representing 6.02% of the share capital) which are under lock-up with the Company until 30 June 2019.

H2 Holding ApS (“H2 Holding”) is owned by Nel employees Jacob Krogsgaard, Mikael Sloth, Thomas Luckmann and Jesper Boisen (the “Employees”), each owning 25% of H2 Holding. As of today, H2 Holding ApS owns 86,492,653 shares in the Company (representing 7.12% of the share capital), which are under lock-up with Carnegie AS until 25 June 2019. Additionally, Jacob Krogsgaard holds 226,332 shares, Mikael Sloth holds 226,332 shares, Jesper Boisen holds 135,799 shares and Thomas Luckmann holds 43,598 shares in Nel. 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.

Due to the positive share price development since the lock-up agreements were entered into, and in order to secure an orderly sale of the shares, the Company and Carnegie AS have agreed to an early release of the lock-up on the shares held by F9 Investments and H2 Holding for this specific Placing.

Assuming that all shares offered in the Placing are sold, F9 Investments will own 3,069,357 shares in Nel (representing 0.25% of the share capital) and H2 Holding ApS will own 43,492,653 shares in Nel (representing 3.58% of the share capital). In connection with the Placing, F9 Investments and H2 Holding ApS will enter into a customary lock-up of 6 months with the Managers for shares not sold in the Placing.

For further information, please contact:

Arctic Secruities AS

+47 21 01 31 85

Carnegie AS,

+47 22 00 93 40

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Important notice

The distribution of this announcement and the offer and sale of the shares in certain jurisdictions may be restricted by law. The shares may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the shares in such jurisdiction. No action has been taken by the Manager or any of its affiliates that would permit an offering of the shares or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This press release is for information purposes only and does not constitute or form a part of an offer to sell or a solicitation of an offer to purchase any security of the Company in the United States or in any other jurisdiction where such offer or solicitation is unlawful. The securities of the Company described in this press release have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any applicable state or foreign securities laws and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act. There will be no public offering of securities in the United States.