Nel ASA

Share Issue/Capital Change • Feb 28, 2017

Nel ASA: Private placement successfully completed

Nel ASA: Private placement successfully completed

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Nel ASA: Private placement successfully completed

(Oslo, 28 February 2017) Reference is made to the stock exchange release from

Nel ASA ("Nel" or the "Company") published on 27 February 2017 regarding a

contemplated private placement of new shares. The Company announces today that

it has raised NOK 176.7 million in gross proceeds through a private placement

(the "Private Placement") of 64,980,000 new shares (the "New Shares"), at a

price per share of NOK 2.72.

The Private Placement took place through an accelerated bookbuilding process

managed by Arctic Securities and Carnegie (the "Managers") after close of

markets on 27 February 2017. The Private Placement was significantly

oversubscribed.

The net proceeds from the Private Placement will be used to secure funding for

the contemplated acquisition of Proton OnSite and for general corporate

purposes, including funding strategic growth initiatives within the Company's

business.

The New Shares will be issued based on a Board authorisation granted by the

Company's annual general meeting on 20 May 2016. Notification of allotment for

the Private Placement and payment instructions will be sent today to the

subscribers which have been allocated New Shares. The shares allocated will have

payment date on or about 2 March 2017 and is expected to be delivered on or

about 6 March 2017. The shares will be tradable upon the registration of the

share capital increase in the Norwegian Register of Business Enterprises,

expected on or about 3 March 2017.

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

offering of up to 10,000,000 new shares towards the Company's shareholders as of

27 February 2017 (as documented by the shareholder register in the Norwegian

Central Securities Depository (VPS) as of the end of 1 March 2017) 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.

Following registration of the new share capital pertaining to the Private

Placement, the Company will have 748,658,252 shares outstanding, each with a par

value of NOK 0.20.

The following primary insiders (or related parties thereof) of the Company have

ordered and been allocated shares in the Private Placement:

Øystein Stray Spetalen, member of the Board, and affiliated companies Strata

Marine & Offshore AS and Ferncliff Maris AS have been allocated 3,156,557 New

Shares, and will following completion hold 36,367,842 shares in the Company.

Jan Chr. Opsahl, member of the Board, through Dallas Asset Management AS has

been allocated 1,427,219 New Shares, and will following completion hold

16,443,511 shares in the Company.

H2 Holding APS, owned by Jacob Krogsgaard, Senior Vice President of Nel Hydrogen

Solution; Mikael Sloth, Vice President Business Development; Jesper Boisen,

Business Development Director of Nel Hydrogen A/S and Thomas Luckmann, Service

Director of Nel Hydrogen A/S, has been allocated 650,224 New Shares, and will

following completion hold 127,405,781 shares in the Company.

ENDS

For additional information, please contact:

Jon André Løkke, CEO, +47 9074 4949

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.