Nel ASA

Share Issue/Capital Change • Aug 13, 2015

NEL - Contemplated private placement

NEL - 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

Oslo, 13 August 2015

Reference is made to the stock exchange release from NEL ASA ("NEL" or the

"Company") regarding the binding agreement to acquire 100% of the shares of

RotoBoost H2 AS (the "Acquisition").

NEL has retained Arctic Securities AS and Carnegie AS (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"). The net proceeds from the Private Placement

will be used for general corporate purposes, including funding strategic growth

initiatives within the Company's business.

In the Private Placement, the Company is offering up to 30,000,000 new shares,

representing up to ~[4.8%] 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 bookbuilding period for the Private Placement opens today at 16:30 CET and

closes 14 August 2015 at 08:00 CET. The Managers may, however, at any time

resolve to close or extend the bookbuilding period at their sole discretion and

on short notice.

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 extraordinary

general meeting on 23 June 2015. The waiver of the preferential rights inherent

in a private placement is considered necessary in the interest of time and

successful completion. The shares allocated in the Private Placement are

expected to 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 Company, Carnegie (on behalf of the Managers) and Elmo

Holding AS. The shares are thus tradable from allocation.

For further information, please contact:

Lars Christian Stugaard

Acting CEO

+47 47 63 05 22

Important information:

The release is not for publication or distribution, in whole or in part directly

or indirectly, in or into Australia, Canada, Japan or the United States

(including its territories and possessions, any state of the United States and

the District of Columbia).

This release is an announcement issued pursuant to legal information

obligations, and is subject of the disclosure requirements pursuant to section 5

-12 of the Norwegian Securities Trading Act. It is issued for information

purposes only, and does not constitute or form part of any offer or solicitation

to purchase or subscribe for securities, in the United States or in any other

jurisdiction. The securities mentioned herein have not been, and will not be,

registered under the United States Securities Act of 1933, as amended (the

"Securities Act"). The securities may not be offered or sold in the United

States except pursuant to an exemption from the registration requirements of the

Securities Act. The Company does not intend to register any portion of the

offering of the securities in the United States or to conduct a public offering

of the securities in the United States. Copies of this announcement are not

being made and may not be distributed or sent into Australia, Canada, Japan or

the United States. The issue, exercise, purchase or sale of subscription rights

and the subscription or purchase of shares in the Company are subject to

specific legal or regulatory restrictions in certain jurisdictions. Neither the

Company nor the Managers assume any responsibility in the event there is a

violation by any person of such restrictions.

The distribution of this release may in certain jurisdictions be restricted by

law. Persons into whose possession this release comes should inform themselves

about and observe any such restrictions. Any failure to comply with these

restrictions may constitute a violation of the securities laws of any such

jurisdiction. Carnegie is acting for the Company and no one else in connection

with the Private Placement and will not be responsible to anyone other than the

Company for providing the protections afforded to their respective clients or

for providing advice in relation to the Private Placement and/or any other

matter referred to in this release.

Forward-looking statements:

This release and any materials distributed in connection with this release may

contain certain forward-looking statements. By their nature, forward-looking

statements involve risk and uncertainty because they reflect the Company's

current expectations and assumptions as to future events and circumstances that

may not prove accurate. A number of material factors could cause actual results

and developments to differ materially from those expressed or implied by these

forward-looking statements.

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