Nel ASA

Proxy Solicitation & Information Statement • Sep 18, 2014

Ref no: PIN code:

Notice of Extraordinary General Meeting

An Extraordinary General Meeting of DiaGenic ASA will be held on 9 October 2014 at 10:00 a.m. CET at Sjølyst plass 2 (2nd floor) in Oslo, Norway

If the above-mentioned shareholder is an enterprise, it will be represented by: _________________________________________

Name of enterprise's representative (To grant a proxy, use the proxy form below)

Notice of attendance

The undersigned will attend the Extraordinary General Meeting on 9 October 2014 and vote for:

	Own shares
	Other shares in accordance with enclosed Power of Attorney
A total of	Shares

This notice of attendance must be received by DNB Bank ASA no later than 16:30 p.m. CET on 7 October 2014. Notice of attendance may be sent electronically through the Company's website www.diagenic.com or through VPS Investor Services. To access the electronic system for notification of attendance through the Company's website, the above-mentioned reference number and PIN code must be stated.

It may also be sent by e-mail: genf@dnb.no. Regular mail to DNB Bank ASA, Registrar's Department, P.O.Box 1600 Sentrum, 0021 Oslo, Norway.

________		_____________
Place	Date	Shareholder's signature
		(If attending personally. To grant a proxy, use the form below)

Proxy without voting instructions Ref no: PIN code:

This proxy form is to be used for a proxy without voting instructions. To grant a proxy with voting instructions, please go to page 2.

If you are unable to attend the Extraordinary General Meeting in person, this proxy may be used by a person authorised by you, or you may send the proxy without naming the proxy holder, in such case, the proxy will be deemed to be given to the Chair of the Board of Directors or a person authorised by her.

The proxy form should be received by DNB Bank ASA, Registrar's Department no later than 16:30 p.m. CET on 7 October 2014.

The proxy may be sent electronically through the Company's website www.diagenic.com, or through VPS Investor Services. It may also be sent by e-mail: genf@dnb.no. Post to DNB Bank ASA, Registrar's Department, P.O.Box 1600 Sentrum, 0021 Oslo, Norway.

The undersigned __________________________ hereby grants (tick one of the two):

the Chair of the Board of Directors (or a person authorised by her), or

_____________________________________________

(Name of proxy holder in capital letters)

a proxy to attend and vote for my/our shares at the Extraordinary General Meeting of DiaGenic ASA on 9 October 2014.

________________________________ ___________ ____________________________________

Place Date Shareholder's signature (Signature only when granting a proxy)

With regard to rights of attendance and voting, reference is made to the Norwegian Public Limited Liability Companies Act, in particular Chapter 5. If the shareholder is a company, the company's certificate of registration must be attached to the proxy.

Proxy with voting instructions

Ref no: PIN code:

This proxy form is to be used for a proxy with voting instructions. If you are unable to attend the Extraordinary General Meeting in person, you may use this proxy form to give voting instructions. You may grant a proxy with voting instructions to a person authorised by you, or you may send the proxy without naming the proxy holder, in which case the proxy will be deemed to have been given to the Chair of the Board of Directors or a person authorised by her.

The proxy form must be received by DNB Bank ASA, Registrar's Department, no later than 16:30 p.m. ECT on 7 October 2014.

It may be sent by e-mail: genf@dnb.no /regular mail to DNB Bank ASA, Registrar's Department, P.O.Box 1600 Sentrum, 0021 Oslo, Norway.

The undersigned: _________________________________ hereby grants (tick one of the two):

the Chair of the Board of Directors (or a person authorised by her), or

____________________________________ Name of proxy holder (in capital letters)

a proxy to attend and vote for my/our shares at the Extraordinary General Meeting of DiaGenic ASA on 9 October 2014.

The votes shall be exercised in accordance with the instructions below. Please note that if any items below are not voted on (not ticked off); this will be deemed to be an instruction to vote "for" the proposals in the notice. However, if any motions are made from the floor in addition to or in replacement of the proposals in the notice, the proxy holder may vote or abstain from voting at his discretion. In such case, the proxy holder will vote on the basis of his reasonable understanding of the motion. The same applies if there is any doubt as to how the instructions should be understood. Where no such reasonable interpretation is possible, the proxy holder may abstain from voting.

Agenda Extraordinary General Meeting 9 October 2014	For	Against	Abstention
1. Election of chairman of the meeting and one person to co-sign the minutes			
2. Approval of the notice of and the agenda for the meeting			
3. Approval of acquisition of the shares in New NEL Hydrogen Holding AS			
4. Share capital increase – issue of consideration shares			
5. Share capital increase – private placement			
6. Share capital increase – rights issue			
7. Amendment of the articles of association – new company name			
8. Amendment of the articles of association – new objective			

___________________________________ ___________ ______________________________________________

Place Date Shareholder's signature (Only for granting proxy with voting instructions)

With regard to rights of attendance and voting, reference is made to the Norwegian Public Limited Liability Companies Act, in particular Chapter 5. If the shareholder is a company, the company's certificate of registration must be attached to the proxy.