Nel ASA

Share Issue/Capital Change • Jan 30, 2019

Nel ASA: Contemplated private placement

Nel ASA: Contemplated private placement

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: Contemplated private placement

(Oslo, 30 January 2019) Nel ASA ("Nel" or the "Company") has retained Carnegie

and SpareBank 1 Markets as joint bookrunners and Norne Securities as selling

agent (together the "Managers") to advise on and effect an undocumented private

placement of new shares directed towards Norwegian and international investors

after the close of Oslo Stock Exchange today (the "Private Placement").

In the Private Placement, the Company is offering up to 84,906,560 new shares,

representing up to approximately 7.6% of the outstanding capital of the Company.

The price in the Private Placement will be determined through an accelerated

bookbuilding process. The minimum application and allocation amount has been set

to the NOK equivalent of EUR 100,000. The Company may however, at its sole

discretion, allocate an amount below EUR 100,000 to the extent applicable

exemptions from the prospectus requirement pursuant to the Norwegian Securities

Trading Act and ancillary regulations are available.

The net proceeds of the Private Placement 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 bookbuilding period for the Transaction opens today at 16:30 CET and closes

31 January 2019 at 08:00 CET. The Managers and the Company may, however, at any

time resolve to close or extend the bookbuilding period at their sole discretion

and on short notice.

The new shares to be issued in connection with the Private Placement will be

issued based on a Board authorisation granted by the Company's general meeting

held 15 May 2018. 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.

The waiver of the preferential rights inherent in a private placement is

considered necessary in the interest of time and successful completion. However,

subject to completion of the Private Placement, the Board of Directors of the

Company will consider to call for an extraordinary shareholder's meeting to

propose to conduct a subsequent offering directed towards existing shareholders

in the Company as of the end of trading today, 30 January 2019 (and as

registered in the VPS as of the end of 1 February 2019) who are not resident  in

a jurisdiction where such offering would be unlawful, or would (in jurisdictions

other than Norway) require  any prospectus filing, registration or similar

action who were not allocated shares in the Private Placement (the "Subsequent

Offering"). The subscription price in a potential Subsequent Offering will be

equal to the subscription price in the Private Placement. Taking into

consideration the time, costs and expected terms of alternative methods of the

securing the desired funding, as well as the subsequent offering considered, the

board has concluded that the conclusion of the Private Placement on acceptable

terms at this time is in the common interest of the shareholders of the Company.

More information is included in the attached company presentation.

ENDS

For additional information, please contact:

Jon André Løkke, CEO, +47 907 44 949

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

foundation 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.