Nel ASA

Share Issue/Capital Change • Apr 10, 2019

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, 10 April 2019) Reference is made to the stock exchange announcement by

Nel ASA ("Nel" or the "Company") on 9 April 2019, regarding the end of the

subscription period in the subsequent offering of up to 12,500,000 new shares

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

The subscription period in the Subsequent Offering expired on 9 April 2019, at

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

received valid subscriptions for a total of 41,149,685 Offer Shares and the

Subsequent Offering has accordingly been oversubscribed. A total of 12,500,000

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 29 March

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

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

12,500,000 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 12 April 2019.

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 17 April 2019 and that the Offer Shares will be

delivered to the VPS accounts of the subscribers to whom they are allocated on

or about 23 April 2019. 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 242,889,761.20, divided into 1,214,448,806 shares, each with

a par value of NOK 0.20

The following primary insiders (or related parties thereof) of the Company have

been allocated shares in the Subsequent Offering:

- Hanne Skaarberg Holen, Chair of the Board, has been allocated 4,000 Offer

Shares, and will following issuance hold 268,966 shares in the Company.

- Ole Enger, member of the Board, has been allocated 4,507 Offer Shares, and

will following issuance hold 149,462 shares in the Company.

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

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

Norwegian legal counsel.

ENDS

For additional information, please contact:

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.

IMPORTANT INFORMATION

The release is not for publication or distribution, in whole or in part directly

or indirectly, in or into Australia, Canada, Japan or the United States

(including its territories and possessions, any state of the United States and

the District of Columbia).

This release is an announcement issued pursuant to legal information

obligations, and is subject of the disclosure requirements pursuant to section 5

-12 of the Norwegian Securities Trading Act. It is issued for information

purposes only, and does not constitute or form part of any offer or solicitation

to purchase or subscribe for securities, in the United States or in any other

jurisdiction. The securities mentioned herein have not been, and will not be,

registered under the United States Securities Act of 1933, as amended (the

"Securities Act"). The securities may not be offered or sold in the United

States except pursuant to an exemption from the registration requirements of the

Securities Act. The Company does not intend to register any portion of the

offering of the securities in the United States or to conduct a public offering

of the securities in the United States. Copies of this announcement are not

being made and may not be distributed or sent into Australia, Canada, Japan or

the United States. The issue, exercise, purchase or sale of subscription rights

and the subscription or purchase of shares in the Company are subject to

specific legal or regulatory restrictions in certain jurisdictions. Neither the

Company nor the Managers assume any responsibility in the event there is a

violation by any person of such restrictions.

The distribution of this release may in certain jurisdictions be restricted by

law. Persons into whose possession this release comes should inform themselves

about and observe any such restrictions. Any failure to comply with these

restrictions may constitute a violation of the securities laws of any such

jurisdiction. Carnegie is acting for the Company and no one else in connection

with the Private Placement 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 and/or any other

matter referred to in this release.

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