Nel ASA

Prospectus • Jan 12, 2015

Approved Prospectus

Approved Prospectus

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR

INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES

Oslo, 12 January 2015

Reference is made to the stock exchange announcement by NEL ASA (the "Company"

or "NEL") on 28 November 2014 regarding the completed Private Placement, and on

19 December 2014 regarding the minutes from an extraordinary general meeting

which included, among other resolutions, the approval of the Private Placement

and Subsequent Offering.

The Financial Supervisory Authority of Norway has today approved a prospectus

prepared by the Company covering the following:

Listing of 50,000,000 New Shares to be issued in connection with the completed

Private Placement

Offering and listing of up to 10,000,000 Offer shares with subscription rights

for existing shareholders of the Company as per the end of 27 November 2014

("Subsequent Offering").

The Subsequent Offering comprises an offering of up to 10,000,000 offer shares

at a subscription price of NOK 1.30 ("Offer Shares"), corresponding to gross

proceeds of up to NOK 13 million. The Subsequent Offering will be directed

towards the Company's shareholders as of close of the Oslo Stock Exchange on 27

November 2014, as registered in the Norwegian Central Security Depository (VPS)

on 1 December 2014, who were not contacted in connection with the Private

Placement and who are not resident in a jurisdiction where such offering would

be unlawful, or for jurisdictions other than Norway, would require any filing,

registration or similar action (the "Eligible shareholders").

Each Eligible Shareholder will be granted 0.14256 non-transferrable subscription

rights per share owned as per the end of 27 November 2014. The number of

subscription rights will be rounded down to the nearest whole subscription

right. Each subscription right gives the right to subscribe for and be allocated

one Offer Share in the Subsequent Offering. Over-subscription is allowed.

The Subscription Period for the Subsequent Offering is from and including 13

January 2015 to 22 January 2015 at 16:30 (CET). Please note that subscription

rights that are not used to subscribe for Offer Shares before the end of the

Subscription Period will lapse without compensation and consequently be of no

value.

The Subsequent Offering is managed by Carnegie AS.

The Prospectus together with the Subscription Form will be available at

www.diagenic.com, www.nel-hydrogen.com and www.carnegie.no, and will also be

available free of charge at the business offices of the Company and Carnegie.

Norwegian investors with a VPS account can in addition subscribe for Offer

Shares online at www.carnegie.no.

This information is subject of the disclosure requirements pursuant to section 5

-12 of the Norwegian Securities Trading Act.

For further information, please contact:

Lars Christian Stugaard

Acting CEO

+47 23 01 49 06 / +47 47 63 05 22

lars.christian.stugaard@nel-hydrogen.com

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 subscription or purchase of shares in the Company is

subject to specific legal or regulatory restrictions in certain jurisdictions.

Neither the Company nor the Manager assumes 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. The Manager is acting for the Company and no one else in

connection with the Subsequent Offering 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 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.