Nel ASA

Company presentation January 2020

Disclaimer

This Presentation has been produced by Nel ASA (the "Company" or "Nel") in connection with a potential private placement and may not be reproduced or redistributed, in whole or in part, to any other person. This presentation is strictly confidential, has not been reviewed or registered with any public authority or stock exchange, and may not be reproduced or redistributed, in whole or in part, to any other person. To the best of the knowledge of the Company, the information contained in this Presentation is in all material respect in accordance with the facts as of the date hereof, and contains no material omissions likely to affect its import. However, no representation or warranty (express or implied) is made as to, and no reliance should be placed on, any information, including projections, estimates, targets and opinions, contained herein, and no liability whatsoever is accepted as to any errors, omissions or misstatements contained herein, and, accordingly, neither the Company nor any of its subsidiary companies or any such person's officers or employees accepts any liability whatsoever arising directly or indirectly from the use of this Presentation.

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Nel in brief

BUSINESS OVERVIEW

Global pure-play OSE listed hydrogen company, w/facilities in Norway, Denmark and US
More than 3,500 hydrogen solutions delivered in 80+ countries worldwide since 1927
A leading company within hydrogen electrolysers and fueling strong track-record
Significant foothold in fast-growing markets with several breakthrough contracts
Complete range of products for large market opportunities

• Capable of delivering solutions to produce, store and distribute hydrogen from renewable energy –

Transaction and Nel update

Continued strong trends experienced in the hydrogen market…

Rapid fall in the cost of renewable energy (e.g. solar and wind power) will eventually drive renewable hydrogen to outcompete natural-gas based hydrogen as electricity accounts for 70-80% of green hydrogen

STRONG MOMENTUM WITHIN MOBILITY – ESPECIALLY WITHIN HDV 1

ACCELERATED FOCUS ON INDUSTRIAL HYDROGEN APPLICATIONS

Hydrogen as the preferred future fuel alternative – facilitates true zero emission from production to use

Selected announcements:

Selected applications:

Electrolysis potential >2,000 GW

Strong adoption of hydrogen application across industries with huge overall potential

Electrolysis potential >2,000 GW

Hyundai reveals Heavy-Duty Truck concepts – plan to deliver 1,600 trucks to Switzerland Anglo American/Engie to develop Fuel Cell Electric mining trucks IVECO and Nikola partnering in the European fuel cell Heavy-Duty Truck market

…with fast-growing interest in green hydrogen – strong attention from several of the world's largest industry- and energy companies

Large industry- and energy companies have engaged in green hydrogen projects recently
Some of the companies own and operate hydrogen solutions, while others also engage in development and manufacturing of electrolysers and/or hydrogen refueling stations
In addition, several EPC companies are also positioning themselves to build green hydrogen production plants
The activity of Nel's competitors is growing, with selected competitors receiving considerable capital injections from large industrial companies during 2019

Industrial gas companies positioning within the hydrogen segment

Recent investments by gas heavyweights illustrate the increasing emphasis placed on hydrogen as part of the clean energy transition

20% stake in British electrolyser manufacturer ITM Power

10% stake in Swiss green hydrogen producer and supplier Hydrospider

18.6% stake in the capital of the Canadian company Hydrogenics Corporation

Undisclosed stake in FirstElement Fuel, a retail hydrogen station operator

Nel is today one of the leading players within green hydrogen as a manufacturer of electrolysers and hydrogen refueling stations

Nel will increase use of resources related to the electrolyser manufacturing expansion project to realise significant cost reductions and to maintain and improve its position, especially in connection with new large-scale projects

Strong interest in green hydrogen for an increasing number of markets leads to a need for Nel to step up the activity level even faster than previously envisioned
The work related to the Herøya expansion (new alkaline manufacturing plant) goes according to plan
Significant opportunities for cost reductions identified realization of these will require considerable resources both related to engineering and testing, and Nel has chosen to increase the use of resources accordingly
Capacity can upon completion be rapidly increased beyond 1GW/yr from initial 360MW/yr to serve existing contracts, and to open up for other large-scale green hydrogen projects with high probability of being realized in the relatively near future

Nel is today the world's largest manufacturer of both alkaline and PEM electrolysers, and is also one of the leading hydrogen refueling station manufactures

To maintain and strengthen its position in a growing market, Nel will accelerate investments in technology and organization

Increase investment in technology development, both for improving existing as well as developing future platforms

Continue to develop the organization, both within engineering, project execution, production and process improvements

Increased focus on heavy duty mobility application (trucks, buses, ferries, etc.), with new demands for fueling capacity and speed, has triggered a step-up of product development
Nel has built up and will further strengthen the management systems and organization for development, engineering, commissioning and construction management of large-scale hydrogen production facilities
Work to reduce cost further while increasing efficiency, together with sub-suppliers and EPC companies, by reviewing total process from design/manufacturing to installation/operation

Prepare for rapid capacity expansions and entry into new markets/regions

Positioning for increased use of renewable hydrogen for various industrial applications, e.g.:
Replacement of natural gas-based hydrogen in refineries and ammonia production
Replacement of coal with hydrogen as reducing agent in steel production etc.

Increasingly important to be a financially strong counterpart, especially for larger contracts

Nel is experiencing increased number of inquiries for larger scale projects
For larger projects a strong balance sheet and financial position is important to show ability to satisfy contractual obligations including ability:
to deliver technology, solutions, equipment according to customer expectations
to ensure that projects are bankable, incl. performance guarantees
to execute projects with large-scale requirements

HYBRIT fossil free steel plant under construction in Luleå (Picture: H2View)

The contemplated transaction

KEY TRANSACTION DETAILS		USE OF PROCEEDS
CONTEMPLATED TRANSACTION	Private placement •	• Maintain and strengthen market position through accelerated investments in technology and organization to take advantage of the attractive market opportunities
OFFER SIZE	• Up to 89,000,000 new ordinary shares (approx. 7.3% of the outstanding capital)	• Strengthening investment in development and innovation across segments and technologies to stay on the technological forefront • Continue to develop the organization, both within management systems, engineering, project execution, production and process improvement − Additional focus on people and safety
OFFER PRICE	• To be determined through book building
MINIMUM SUBSCRIPTION	• NOK equivalent of EUR 100,000	• Strengthening the balance sheet and financial position to satisfy counterpart requirements on large scale projects • Ability to satisfy contractual obligations
CONDITIONS	Board approval of the • transaction based on the authorization to issue shares from the annual general meeting	• Ability to provide required bonds/guarantees • The proceeds will also fund additional working capital in response to increased order volumes and contract sizes, as well as general corporate purposes

Trading update

TRADING UPDATE
Sales	Q4 sales slightly higher than Q3
EBITDA (reported)	Q4 EBITDA (reported) is negatively impacted by significant ramp-up costs and other non-recurring costs as a result of increased activity. Including year-end closing judgements and evaluation of various projects, EBITDA may end around NOK -45 million. In terms of adjusted EBITDA, this may end around NOK -25 million.
Cash reserve	Q4 cash reserve of NOK ~520 million
Backlog	Current order backlog NOK ~510 million in combination with an all time high pipeline
Update on Uno-X Hydrogen	Uno-X Hydrogen AS is a JV owned 39% by Nel, which owns and operates hydrogen infrastructure in Norway. Since the incident at one of its stations in June, the remaining two JV-stations have been out of operation. In the event of the JV ceasing operations, Nel could incur write down cost of the investment in the range of NOK 30 mill.

Recent Nel announcements, Q4 2019

27 DECEMBER 2019 PURCHASE ORDER	• Purchase order from Everfuel Europe A/S for the delivery of a H2Station® fueling solution for a fleet of taxis in Copenhagen, Denmark
20 DECEMBER 2019 PURCHASE ORDER	• Purchase order for the delivery of two H2Station® units for fueling of vehicles in Europe • EUR ~2 million contract value (further details will be released in Q1-2020)
20 DECEMBER 2019 ESTABLISHES JOINT VENTURE	• Establishment of Green H2 Norway, a JV together with H2 Energy AS, Greenstat AS and Akershus Energi Infrastruktur AS • Renewable hydrogen production facilities to supply hydrogen to Hyundai trucks which are expected in Norway from 2020
17 DECEMBER 2019 PURCHASE ORDER	• Purchase order from OrangeGas for the delivery of multiple H2Station® units for fueling of predominately light duty fuel cell electric vehicles in the Netherlands (EUR ~3 million)
9 DECEMBER 2019 PURCHASE ORDER	• Purchase order, following a previously announced contract, for a 3.5 MW electrolyser from ENGIE (~USD 4m contract value) • Part of solution to produce renewable hydrogen for the world's largest fuel cell electric mining haul truck for Anglo American
4 DECEMBER 2019 PURCHASE ORDER	• Purchase order from Hydrogen Energy Network Co., Ltd. (HyNet) for two additional H2Station® hydrogen fueling stations in Korea (EUR ~2.7 million) – Nel is up to a total of 12 H2Station® orders in Korea in 2019

A unique opportunity in the hydrogen space

Nel - a unique opportunity in the hydrogen space

1 Hydrogen – a large market opportunity

Hydrogen market is set to grow by 10x by 2050, today electrolysis represents only ~1% of the market

2 Hydrogen from renewables becoming competitive

Large cost reductions for renewable energy combined with falling electrolyser capex leads to total cost of renewable hydrogen approaching fossil parity

3 Nel positioned as one of the global leaders

Among the largest electrolyser and hydrogen fueling station manufacturers with >3,500 electrolyser solutions delivered in ~80 countries worldwide

4 Broad portfolio covers relevant technologies & sizes One-stop-shop offering solutions for production and fueling of hydrogen

5 Nel will continue to invest to maintain and strengthen leadership position and capture attractive market opportunities

Large opportunities for electrolysis within existing hydrogen market – only 1% from water electrolysis today

Global hydrogen market, by end-use1):

Large potential for growth, driven by increasing focus on climate and renewable energy, decreasing electricity prices and decreasing electrolyser capex

Special focus on renewable hydrogen for refineries and ammonia, accounting for ~80% of the market

Electrolysis is set to take larger share of overall hydrogen market. Annual electrolyser market potential of >\$20

Hydrogen demand is changing longer-term, transportation and industry to be largest demand sources in the future 1

Global energy demand supplied with Hydrogen (mill tons)1)

Hydrogen market continues to develop, both within industrial applications as well as within transportation and power-to-gas
Development seen over last few years points to the fact that the hydrogen market will grow substantially over the next years
Growth in hydrogen market primarily driven by:
ꟷ Regulations to lower sulphur demands for fuel
ꟷ Decreased crude quality, requires more hydrogen for processing
ꟷ Electrification of transport sector
ꟷ A move from coal to hydrogen for various industries (e.g. steel manufacturing)
Transport sector expected to dominate as of 2050, accounting for ~29% of the hydrogen demand
Depending on cost development and penetration of renewable energy, electrolysis market can potentially grow by >500x by 2050

Hydrogen is expanding its areas of application ¹

Conventional industries represents "traditional" hydrogen markets
Steady demand for hydrogen

٠	٠ ٠

Mobility
(transportation)

Key market going forward both within hydrogen production and fueling
Heavy duty sector developing faster than anticipated – hydrogen now relevant fuel for all forms of mobility
Decreasing cost of renewables & electrolysers is accelerating market
Vast opportunities within existing & new sectors

Steady growing market Markets expected to see fast growth going forward

Growth expected to be accelerated by transportation – hydrogen is becoming relevant in all forms of mobility

Hydrogen as the preferred future fuel alternative:

− True zero emission from production to use
− Can beat fossil fuel applications on a TCO-basis
− Low weight (compared to e.g. batteries), especially relevant in the heavy duty segment
− Fast recharging (fueling) time
− Long driving range
− Low/no need for electric grid upgrades
− Not dependent on rare earth metals (e.g. cobalt, lithium)
− Global standards for fueling established
− Same quality fuel used for small to large applications
− Cleans the surrounding air

Electrolysis potential > 2,000 GW

Freight activity / heavy duty transport projected to double by 2050 ¹

Heavy duty vehicles responsible for 47% of CO2 emissions from land based mobility and ~8% of total global CO2-emissions
Freight activity (ton-km) projected to double by 2050
Hydrogen most promising zero-emission fuel for heavy trucks

Power-To-X to drive additional growth – decreasing cost of renewable hydrogen (and oxygen) is opening up new business areas

Photos: Yara, Equinor, IAV, Tizir, SSAB, Nexofin, TU, DN, SinkabergHansen

Hydrogen as a big decarbonizing vector in industry

Wide variety of existing and new markets where electrolysis can play a major role
Exchanging fossil hydrogen with renewable hydrogen (e.g. fertilizer)
Exchanging coal with renewable hydrogen (e.g. steel manufacturing)
Oxygen & heat adds value
Electrolysis "bridges the gap" between the power and industry sector, increasing the value of electrons
Ability to adapt to diverse and intermittent renewable energy sources becoming increasingly important

Electrolysis potential >2,000 GW

Cost of wind and solar has dropped by 70% and 89% respectively during last decade – renewable hydrogen following the same path

Wind and solar on a trajectory to become the cheapest sources for electricity generation

Global average solar PV LCOE

Global average wind (onshore) LCOE

Unsubsidised levelized cost of energy (\$/MWh) 2)

• With falling LCOE1) of wind and solar prices, renewable hydrogen follows the same path, as electrical power constitutes 70-80% of the total cost of hydrogen

Record low auction prices for solar PV and wind has seen prices as low as \$14.99/MWh and \$17.86/MWh respectively3,4
Prices are expected to drop further, LCOE of solar PV and onshore wind are expected to fall by 71% and 58% respectively by 20505)
At \$50/MWh renewable hydrogen is becoming competitive with fossil fuels and at \$30/MWh renewable hydrogen is becoming competitive in most markets

\$135 \$124

Note: 1) LCOE = Levelised cost of energy, which is a way of calculating the total production cost of building and operating an electricity-generating plant Source: 2) Lazard; Renewables Now, 3)Elpasoheraldpost 4) IRENA (International Renewable Energy Agency); 5) BloombergNEF New Energy Outlook 2018 Hydrogen technology is behind solar and wind on the maturity curve, but catching up – key technology going forward to be decided

Hydrogen industry (electrolysis and fueling stations) can become as large as we currently see within wind and solar, however, maturity (market/technology) is far behind
− Will see same focus on cost reductions
Early stage maturity leads to several technologies competing to be the "winning technology", like previously seen within e.g. solar
− For electrolysis, it is still unclear whether atmospheric or pressurized alkaline or PEM will be the winning technology
Increased volumes will reduce costs, e.g.:
− Swanson's Law, prices of solar PV tend to drop 20% for every doubling of cumulative shipped volume

New report from Hydrogen Council: Acceleration of scale up to drive great cost reductions in the coming decade

New report, Path to Hydrogen Competitiveness: A Cost Perspective, from Hydrogen Council issued 20 January 2020
Evaluates path to cost competitiveness for 40 hydrogen technologies used in 35 applications
Scale-up in the production and distribution of hydrogen and the manufacturing of system components to be the most influential driver of cost reduction
Cost of low-carbon and/or renewable hydrogen production to fall by up to 60% over the coming decade as a result of falling costs of renewable electricity generation, scaling up of electrolyser manufacturing, and development of lower-cost carbon storage facilities
Distribution costs will drop significantly with higher utilisation of distribution system infrastructure
TCO per vehicle will fall by approx. 45% versus today at a manufacturing scale of approximately 0.6m vehicles per year as an example
Link: https://hydrogencouncil.com/wp-content/uploads/2020/01/Path-to-Hydrogen-Competitiveness\_Full-Study-1.pdf

Growth in renewable hydrogen will accelerate with reduced capex for electrolysers....

Capex of hydrogen production (\$/kW) of SMR vs Nel alkaline electrolysers

Source: Nel

SMR "steam methane reforming" is dominating hydrogen production today, using natural gas and steam
Nel is establishing a new manufacturing plant targeting a >40% cost reduction
− Expect to see further reduction in capex with increased production volume, and further size scaling of products
Nel targets capex to drop below SMR over time
Electrolysis expected to be the preferred production method if opex (i.e. power prices) is low enough (or at parity) with the alternative production methods (see next page)

…and low prices for renewable energy makes green hydrogen increasingly competitive with gasoline/diesel and fossil hydrogen

Low cost renewable electricity enables fossil parity for hydrogen - expect price to decrease further going forward

Opex accounts for ~75% while capex represents ~25% of the total cost of hydrogen
At or below 5¢ per kWh, renewable hydrogen can be competitive with fossil fuels
Local price of fossil fuels, taxation schemes and utilization rate of electrolyser and fueling station important factors
At 30 \$ per MWh, renewable hydrogen is reaching fossil parity for industrial uses
Local prices of natural gas, taxation schemes and distance to market important factors
Centralised production can use low cost renewable energy and achieve scale advantages while onsite production eliminates costs for distribution

LCOE of new build wind and solar vs marginal cost of coal and nuclear in 2019 [\$/MWh], Source: Lazard and Nel | purple lines illustrate combination of capex & opex

Nel among the global market leaders within electrolysers

Electrolyser manufacturers 2018 revenues, USD million

Nel is the largest manufacturer of electrolysers globally
Nel has an unmatched track record with more than 3,500 hydrogen solutions delivered in ~80 countries world wide since 1927
Nel continues to strengthen its position through continued high sales activity

PEM and Alkaline electrolysers from Nel ⁴

Alkaline electrolysers since 1927 and PEM electrolysers since 1996
Scalable design from < 1 to >8.000 kg/day production capacity able to deliver 100+ MW systems
Designed for high volume manufacturing to achieve large scale plants with fossil price parity

From kW- to multi-MW industrial size hydrogen production plants

The hydrogen market is expected to grow significantly and renewable hydrogen is on a trajectory to outcompete fossil hydrogen

Increasing adoption of industrial hydrogen applications with huge overall potential

Strong momentum within mobility – especially within HDV. Hydrogen as the preferred future fuel alternative – facilitates true zero emission from production to use

To maintain and strengthen its leading position in a growing market, Nel will accelerate investments in organization and technology

Markets in which Nel operates show high activity and strong growth momentum – increasingly important to be a financially strong counterpart, especially for larger contracts

Nel targets to maintain its current leading position in the electrolysis sector, continuing to develop both PEM and alkaline technologies to satisfy specific customer needs and preferences

Going from small to large scale manufacturing

Secured location for low-cost alkaline electrolyser manufacturing at Herøya, Norway

Alkaline electrolyser manufacturing plant with possibility to grow beyond 1 GW/year

Possible set-up for 3 production lines at the Herøya facilities, each line with an initial name-plate capacity of 360 MW/year

Hydrogen fueling station from Nel – the H2Station®

Most compact hydrogen station in the market with a footprint of < 10m2
Proprietary and high capacity compression and cooling technology
Advanced control system for safe, fast and complete fueling in accordance with the latest version of SAE J2601-1
State-of-the-art Mechanical and Safety Instrumented System design with third party certifications

Large-scale H2Station® production facility in Denmark

Annual nameplate production capacity of up to 300 H2Stations

First production line in the world for hydrogen stations
Serial production according to lean principles represents significant improvements in existing production efficiency
Hydrogen compression, cooling and gas control assembled onto one skid
Allows both CE- and UL-certified stations off the line
H2Stations for Europe, US and Asia running on same production line (70MPa and 35MPa fueling option)

Key risks to the Nel investment case

Key risks to the Nel investment case (1 of 2)

Nel cannot know for certain whether hydrogen will become a major energy carrier, or whether renewable energy will be a large source of hydrogen production for industrial purposes in the future

There is still uncertainty regarding which electrolyser technologies that will become the "winning technologies" in the future. In the meantime Nel will pursue multiple technology tracks (like atmospheric alkaline, pressurized alkaline and PEM) which demands significant capital investments

There is still uncertainty within the area of mobility, especially heavy duty (e.g. trucks, busses, trains, boats, ferries), where development of new technology elements will require significant capital investments. To what extent fuel cell based technology will be the winning solution or not is still uncertain

There is no guarantee that the price of renewable electricity will continue to decrease, hence there is no guarantee for the future competitiveness of renewable hydrogen vs f.ex hydrogen from natural gas w/carbon capture and storage (blue hydrogen)

There is no guarantee that there will be enough production capacity and high enough capacity utilization to drive down manufacturing costs according to envisaged target levels. Further cost reductions are critical for the overall success of Nel and renewable hydrogen

Key risks to the Nel investment case (2 of 2)

Nel's ability to execute successfully on large commercial projects, projects may be located in various parts of the world and could incur significant cost overruns as well as delays

Nikola and/or Nel's ability to execute according to the framework contract, incl. technical solutions and deliveries, commercial discussions and the overall financial attractiveness of the contract/POs for both parties

Investments for developing new technologies and production facilities may exceed the current estimates

The Nel organization is currently relatively small, especially in light of the large potential opportunities that lies ahead. There is no guarantee that Nel will be able to build a capable organization at the speed that is required to maintain its leadership position

Nel's ability to maintain a leadership position within hydrogen electrolysers and hydrogen fueling - new, strong competitors may enter our markets

Nel perceives the largest risk to be carrying out demanding investments, technology developments and fulfilling large orders over a relative short period, while at the same time successfully developing the organization

Appendix

Appendix: Profit and loss

(NOK million)	2019 Q3*	2018 Q3**	2018 Full year	2017 Full year***
Operating revenue	148.9	116.0	489.0	302.2
Total operating costs	197.3	182.2	685.1	419.4
EBITDA	-28.9	-53.3	-131.6	-77.4
EBIT	-48.4	-66.3	-196.1	-117.2
Pre-tax loss	-34.3	-67.4	-197.5	-124.4
Net loss	-32.4	-65.5	-188.9	-52.4
Net cash flow from operating activities	-31.0	-37.4	-142.6	-113.0
Cash balance at end of period	651.0	434.1	349.7	295.0

* The numbers for 2019 include effects of IFRS 16 and comparative figures have not been re-stated

** EBITDA negatively impacted in Q3 18, total non-recurring and other cost of NOK 36.5 million

*** The figures include Proton OnSite from the acquisition date, 30 June 2017

Appendix: Balance sheet

(NOK million)	2019 Q3	2018 Year End
Non-current assets	1,397.6	1,307.7
Current assets	1,096.3	636.7
-of which is cash and cash equivalents	651.0	349.7
Equity	1,951.3	1,579.0
Non-current liabilities	203.5	175.9
Current liabilities	339.1	189.5
Total balance	2,493.9	1,944.4
Equity ratio (%)	78.2%	81.2%

Appendix: Cash flow

(NOK million)	2019 Q3	2018 Full year
Pre-tax loss	-34.3	-197.5
Net cash from operations	-31.0	-142.6
Net cash from investments	-26.4	-143.5
Net cash from financing	10.7	340.8
Net change in cash and cash equivalents	-46.7	54.7
Cash at end of period	651.0	349.7