Nel ASA

Share Issue/Capital Change • Apr 9, 2019

Nel ASA: End of subscription period in the Subsequent Offering

Nel ASA: End of subscription period in 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, 9 April 2019) Reference is made to the stock exchange announcement by Nel

ASA ("Nel" or the "Company") on 2 April 2019, regarding the commencement of a

subsequent offering of up to 12,500,000 new shares (the "Offer Shares") (the

"Subsequent Offering").

The Subsequent Offering expired today, 9 April 2019, at 16:30 hours (CET). The

Company has received subscriptions for 41,149,685 Offer Shares from eligible

shareholders in the Subsequent Offering and the Subsequent Offering has

accordingly been significantly oversubscribed.

The Company's board of directors will resolve the allocation of the subscribed

Offer Shares amongst the subscribers based on the allocation criteria set out in

the Company's prospectus dated 29 March 2019 (the "Prospectus") tomorrow

morning, 10 April 2019.

Notifications of allocated Offer Shares and the corresponding subscription

amount to be paid by each subscriber are expected to be distributed following

the allocation tomorrow morning. Payment for the allocated shares falls due on

12 April 2019 in accordance with the payment procedures described in the

Prospectus.

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 New Shares will be delivered

to the VPS accounts of the subscribers to whom they are allocated on or about 23

April 2019. The New 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 (subject to allocation and payment for all the

subscribed Offer Shares).

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

subscribed for Offer Shares:

-      Hanne Skaarberg Holen, Chair of the Board, has subscribed for 4,000 Offer

Shares

-      Ole Enger, member of the Board, has subscribed for 5,000 Offer Shares

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.

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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