Nel ASA

Share Issue/Capital Change • Jan 30, 2019

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 ANYOTHER

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.

Nel ASA: Private placement successfully completed

(Oslo, 30 January 2019) Reference is made to the stock exchange release from Nel

ASA ("Nel" or the "Company") published on 30 January 2019 regarding a

contemplated private placement.

The Company announces today that it has raised approximately NOK 463 million in

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

84,906,560 new shares (the "New Shares"), at a price per share of NOK 5.45. The

Private Placement took place through an accelerated bookbuilding process managed

by Carnegie and Sparebank 1 Markets as joint bookrunners and Norne Securities as

selling agent (the "Managers") after close of markets on 30 January 2019.

The net proceeds will be used for continued investment in development and

innovation across segments and technologies to stay on the technological

forefront and to take advantage of the attractive market opportunities,

including i) upgrading existing H2Station® technology to better accommodate

Heavy Duty Vehicle ("HDV") applications (ref. stock exchange notice published

after close of the Oslo Stock Exchange today regarding announced contract on

H2Station® for Heavy Duty Vehicles), ii) development of high capacity

cooling/compression technologies to accommodate future Nikola stations as well

as other future HDV applications (trains, ferries, etc.), and iii) development

of next generation electrolyzer technology for industrial applications, such as

ammonia (ref. Yara project), refineries, etc. The net proceeds will also fund

additional working capital in response to increased order volumes and improved

positioning to benefit from markets with high activity and growth momentum, as

well as general corporate purposes.

The new shares allocated in the Private Placement will be settled through a

delivery versus payment transaction on a regular t+2 basis by delivery of

existing and unencumbered shares in the Company that are already listed on the

Oslo Stock Exchange pursuant to a share lending agreement between the Managers,

the Company and key shareholders of the Company. The shares delivered to the

subscribers will thus be tradable upon delivery. Following registration of the

new share capital pertaining to the Private Placement, the Company will have

1,198,457,942 shares outstanding, each with a par value of NOK 0.20.

The Board of Directors of the Company has resolved to call for a shareholders

meeting to propose a subsequent offering of up to 12,500,000 new shares towards

the Company's shareholders as of 30 January 2019 (as documented by the

shareholder register in the Norwegian Central Securities Depository (VPS) as of

the end of 1 February 2019) who were not allocated shares in the Private

Placement (the "Subsequent Offering"). The subscription price in the Subsequent

Offering will be equal to the subscription price in the Private Placement.

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 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.