Nel ASA

Share Issue/Capital Change • Jun 30, 2017

Nel ASA: Successful closing of the acquisition of Proton OnSite - Creating the world's largest hydrogen electrolyser company

Nel ASA: Successful closing of the acquisition of Proton OnSite - Creating the world's largest hydrogen electrolyser company

(Oslo, June 30, 2017) Reference is made to earlier stock exchange announcements

made by Nel ASA ("Nel" or the "Company") regarding the acquisition of Proton

Energy Systems, Inc. ("Proton OnSite"), including the extended announcement of

April 28, 2017. The transaction has been successfully closed and creates the

world's largest electrolyser company with a strong growth and value creation

potential.

"We are proud to announce the closing of the Proton OnSite transaction, creating

the world's largest hydrogen electrolyser company. Proton OnSite is recognised

as the number one provider of PEM electrolysis systems and fully complements Nel

both in terms of technology and market outreach. The combined entity will be

able to offer the full spectre of electrolysers in terms of

capacity and technology. This will give Nel a strong foothold in the U.S. and

other markets beyond our current position. Proton OnSite also has a very

motivated and talented organization, a solid backlog and a clear product

roadmap," says Jon André Løkke, Chief Executive Officer of Nel.

The transaction between Nel and F9 Investments LLC (the "Seller") on the

purchase and sale of Proton OnSite has been successfully closed after the

necessary conditions have been met, including relevant public approvals and

other third party consents. As a consequence of the closing, the Company has

issued 147,659,456 new shares (the "Consideration Shares") to the Seller. 50% of

the Consideration Shares will be subject to lock-up until the first anniversary

of closing of the transaction, while the remaining Consideration Shares will be

subject to lock-up until the second anniversary of closing.

Following registration of the new share capital in the Norwegian Register of

Business Enterprises, the Company's share capital will be NOK 179,767,135,

divided into 898,835,675 shares each with a par value of NOK 0.20.

"We look forward to joining forces with Nel, creating a leading global hydrogen

electrolyser company. The market development so far this year has been great and

we target to contribute positively to the Nel Group EBITDA at the end of the

year", says Robert Friedland, President & Chief Executive Officer of Proton

OnSite.

"Proton OnSite and Nel is a strong strategic fit, with synergies related to

sales and commercialisation, product portfolio, R&D and best practices across

the combined company. We expect a solid demand also for PEM electrolysers going

forward and will by this acquisition be able to fully complement our product

portfolio. Nel will be a one-stop-shop completely independent of your technology

preference and our combined sales teams will be a global force to recon with,"

says Løkke.

ENDS

For additional information, please contact:

Jon André Løkke, CEO, +47 9074 4949

Bjørn Simonsen, VP Market Development & PR, +47 9717 9821

About Proton OnSite| www.protononsite.com

Proton OnSite is a global leader in hydrogen gas solutions. Since 1996, the

company has been developing and applying hydrogen technology in creative and

practical ways that best meet the diverse requirements of its customers. The

advanced Proton Exchange Membrane (PEM) electrolysis systems coupled with the

company's uncompromising attention to excellence and quality, enables Proton

OnSite to deliver, install and support gas generation units on every continent.

About Nel| 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.