Nel ASA

Major Shareholding Notification • Jun 28, 2018

Nel ASA: Private placement and secondary sale successfully completed, major shareholding notification

Nel ASA: Private placement and secondary sale successfully completed, major shareholding notification

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 and secondary sale successfully completed, major

shareholding notification

(Oslo, 28 June 2018) Reference is made to the stock exchange release from Nel

ASA ("Nel" or the "Company") published on 28 June 2018 regarding a contemplated

private placement and secondary sale of shares. The Company announces today that

it has raised approximately NOK 281 million in gross proceeds through a private

placement (the "Private Placement") of 90,000,000 new shares (the "New Shares"),

at a price per share of NOK 3.12. In addition, F9 Investments, LLC has sold

50,000,000 existing shares in the Company at a price of NOK 3.12 per share (the

"Secondary Sale", and together with the Private Placement the "Transaction").

The Transaction took place through an accelerated bookbuilding process managed

by Arctic Securities and Carnegie (the "Managers") after close of markets on 28

June 2018.

The proceeds will be used to accommodate the Nikola order announced ealier today

and to fund the potential expansion of the production facility at Notodden. The

investment required is estimated to approximately NOK 150 million and the

expansion would give Nel a maximum production capacity of 340 MW/year compared

to its current facility which can produce up to 40 MW/year. The announced Nikola

Order of 448 electrolysers will require a production of 2.2MW per electrolyzer.

In addition, the Company has been invited to invest up to USD 5 million in

Nikolas upcoming fundraising and will consider using parts of the proceeds from

the share issue for such an investment. The 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 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

delivered as soon as practically possible after the registration of the share

capital increase in the Norwegian Register of Business Enterprises, expected on

or about 2 July 2018. The New Shares issued in the Private Placement will be

made available for trading on Oslo Børs under the Company's existing ISIN upon

delivery. Following registration of the new share capital pertaining to the

Private Placement, the Company will have 1,093,413,063 shares outstanding, each

with a par value of NOK 0.20. The shares allocated as part of the potential

Secondary Sale 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, and will thus be

tradable upon allocation. Investors participating in the Transaction will be

allocated shares in the Private Placement and the Secondary Sale on a pro-rata

basis.

The Board of Directors of the Company has resolved to undertake a subsequent

offering of up to 15,000,000 new shares towards the Company's shareholders as of

28 June 2018 (as documented by the shareholder register in the Norwegian Central

Securities Depository (VPS) as of the end of 2 July 2018) 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.

Through the Secondary Sale, F9 Investments sold 50,000,000 shares (equivalent to

5.0% of the shares outstanding) and will following the Transaction hold

97,659,456 shares (equivalent to 8.9% of the outstanding shares after

registration of the new share capital). F9 Investments has entered into a new

lock-up with the Managers for the 23,829,723 shares with a lock-up which

originally expired on 30 June 2018. This was a pre-requisite for the board of

directors in order to release the lock-up for the shares that were sold in the

Transaction. These shares are now under a 6 month lock-up period that ends on 28

December 2018. The remaining 73,829,728 shares held by F9 Investments are under

lock-up with the Company which is expiring on 30 June 2019.

ENDS

For additional information, please contact:

Jon André Løkke, CEO, +47 907 44 949

Bent Skisaker, CFO: +47 468 21 693

About Nel Hydrogen | 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 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.