Nel ASA

Capital/Financing Update • Dec 13, 2017

NEL ASA: H2 HOLDING APS CONTEMPLATES SALE OF UP TO 40 MILLION SHARES IN NEL ASA

NEL ASA: H2 HOLDING APS CONTEMPLATES SALE OF UP TO 40 MILLION SHARES IN NEL ASA

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES"), AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

NEL ASA: H2 HOLDING APS CONTEMPLATES SALE OF UP TO 40 MILLION SHARES IN NEL ASA

H2 Holding ApS has retained Carnegie AS as sole bookrunner to explore the opportunity to sell up to 40,000,000 shares in NEL ASA ("Nel" or the "Company") through an accelerated bookbuilding process (the "Placing"). H2 Holding ApS is partially owned by Jacob Krogsgaard (25%) and Mikael Sloth (25%) who are both part of the executive management of Nel ASA in the roles of SVP Nel Hydrogen Solutions and VP Business Development, respectively. The net proceeds from the sale of shares will mainly be used to cover tax provisions for H2 Holding ApS and its shareholders.

As of today, H2 Holding ApS owns 127,405,784 shares in Nel ASA, representing 12.8% of the share capital in the Company. Additionally, Jacob Krogsgaard and Mikael Sloth each own 109,217 shares. The transaction represents approximately 4% of the outstanding shares in the Company, and assuming that all shares offered in the Placing are sold, H2 Holding ApS will own 87,405,781 shares in Nel ASA, representing 8.8% of the share capital in the Company.

The bookbuilding process will commence immediately following the publication of this announcement and may be closed at short notice. A further announcement will be made following pricing of the sale.

At present 63,377,778 of the shares held by H2 Holding ApS are subject to lock-up expiring on 25 June 2019. In connection with the Placing, H2 Holding ApS, Jacob Krogsgaard and Mikael Sloth will enter into a customary lock-up agreement with Carnegie until 25 June 2019 on any shares not sold in the Placing.

For further information, please contact:

Carnegie AS,

+47 22 00 93 60

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IMPORTANT NOTICE

THIS INFORMATION IS SUBJECT TO THE DISCLOSURE REQUIREMENTS PURSUANT TO SECTIONS 4-2, 4-3 AND 5-12 OF THE NORWEGIAN SECURITIES TRADING ACT.

THESE MATERIALS ARE NOT AN OFFER FOR SALE OF OR A SOLICITATION OF AN OFFER TO BUY SECURITIES IN THE UNITED STATES. THE SHARES (AS DEFINED BELOW) HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THERE WILL NOT BE A PUBLIC OFFERING OF THE SHARES IN THE UNITED STATES.

ANY INVESTMENT DECISION TO BUY SHARES IN THE SALE MUST BE MADE SOLELY ON THE BASIS OF PUBLICLY AVAILABLE INFORMATION WHICH HAS NOT BEEN INDEPENDENTLY VERIFIED BY THE [BOOKRUNNER] OR H2 HOLDING APS. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES OR INVESTMENTS FOR SALE OR A SOLICITATION OF AN OFFER TO BUY SECURITIES OR INVESTMENTS IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY JURISDICTION WHERE SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. NO ACTION HAS BEEN TAKEN THAT WOULD PERMIT AN OFFERING OF THE SECURITIES OR POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHICH HAVE IMPLEMENTED THE PROSPECTUS DIRECTIVE (EACH, A "RELEVANT MEMBER STATE"), OTHER THAN THE UNITED KINGDOM, THIS ANNOUNCEMENT AND ANY OFFER IF MADE SUBSEQUENTLY IS ADDRESSED TO AND DIRECTED EXCLUSIVELY AT PERSONS WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF THE PROSPECTUS DIRECTIVE ("QUALIFIED INVESTORS") AND/OR PURSUANT TO OTHER RELEVANT EXEMPTIONS FROM THE PROSPECTUS DIRECTIVE. FOR THESE PURPOSES, THE EXPRESSION "PROSPECTUS DIRECTIVE" MEANS DIRECTIVE 2003/71/EC (AND AMENDMENTS THERETO, INCLUDING THE 2010 PD AMENDING DIRECTIVE, TO THE EXTENT IMPLEMENTED IN A RELEVANT MEMBER STATE), AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN THE RELEVANT MEMBER STATE AND THE EXPRESSION "2010 PD AMENDING DIRECTIVE" MEANS DIRECTIVE 2010/73/EU. IN THE UNITED KINGDOM THIS ANNOUNCEMENT IS ADDRESSED TO AND DIRECTED EXCLUSIVELY AT QUALIFIED INVESTORS (I) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"), (II) WHO ARE HIGH NET WORTH ENTITIES FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, OR (III) TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS BEING REFERRED TO AS "RELEVANT PERSONS"). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS IN THE UNITED KINGDOM AND QUALIFIED INVESTORS/OTHER EXEMPT INVESTORS IN ANY RELEVANT MEMBER STATE OTHER THAN THE UNITED KINGDOM AND WILL BE ENGAGED IN ONLY WITH SUCH PERSONS. OTHER PERSONS SHOULD NOT RELY OR ACT UPON THIS ANNOUNCEMENT OR ANY OF ITS CONTENTS. THE BOOKRUNNER OR ITS AFFILIATES MAY ENTER INTO FINANCING ARRANGEMENTS AND SWAPS WITH INVESTORS IN CONNECTION WITH WHICH THE BOOKRUNNER (OR ITS AFFILIATES) MAY FROM TIME TO TIME ACQUIRE, HOLD OR DISPOSE OF SHARES. THE BOOKRUNNER DOES NOT INTEND TO DISCLOSE THE EXTENT OF ANY SUCH INVESTMENT OR TRANSACTIONS OTHERWISE THAN IN ACCORDANCE WITH ANY LEGAL OR REGULATORY OBLIGATION TO DO SO. NO GUARANTEE CAN BE MADE THAT ANY SHARES WILL BE SOLD PURSUANT TO THE SALE.

THE BOOKRUNNER IS ACTING ON BEHALF OF H2 HOLDING APS AND NO ONE ELSE IN CONNECTION WITH ANY OFFERING OF THE SHARES AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF THE BOOKRUNNER OR FOR PROVIDING ADVICE IN RELATION TO ANY OFFERING OF THE SHARES.