Nel ASA

Share Issue/Capital Change • Sep 27, 2017

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, 27 September 2017) NEL ASA (the "Company") has retained Arctic Securities

and Carnegie (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 88,000,000 new shares,

representing up to approximately 10% of the outstanding capital of the Company.

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

bookbuilding process. The minimum subscription in the Private Placement has been

set to the number of shares that equals an aggregate purchase price of the NOK

equivalent of EUR 100,000. The net proceeds from the Private Placement will be

used for (i) additional working capital in response to increased order volumes

and improved positioning to benefit from markets with high activity and growth

momentum, (ii) build-up of organization in connection with additional purchase

orders, (iii) better financial positioning for large European power-to-gas

projects; and (iv) positioning the Company with the opportunity to take on

attractive projects with strong industrial partners, as well as for general

corporate purposes.

The bookbuilding period for the Private Placement opens today at 16:30 CET and

closes 28 September 2017 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.

FateBuret AS, a company controlled by Finn Jebsen (board member), and Hanne

Skaaberg Holen (board member) have subscribed for and will be allocated a total

of 100,000 shares.

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 2017. The 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,

the Board of Directors of the Company will consider to conduct a subsequent

offering directed towards existing shareholders in the Company as of the end of

trading today, 27 September 2017 (and as registered in the VPS as of the end of

29 September 2017) 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 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.