Nel ASA

M&A Activity • May 11, 2017

Nel ASA: Update on acquisition of Proton OnSite

Nel ASA: Update on acquisition of Proton OnSite

(Oslo, 11 May 2017) Reference is made to earlier stock exchange announcements

regarding Nel ASA's acquisition of Proton OnSite, including the extended

announcement (the "Announcement") of 28 April 2017.

As set out in the Announcement, the purchase price for Proton Onsite is USD 70

million on a cash and debt free basis and assuming a normalized working capital,

and will be financed through USD 20 million in cash and USD 50 million in new

shares of Nel valued at NOK 2.72 per share, in each case subject to certain

adjustment mechanisms described in the Announcement. The number of consideration

Shares to be issued have now been calculated and will amount to 147 659 456 new

Nel Shares (the "Consideration Shares"), and the board of directors of Nel have

on such basis, subject to closing occurring, approved the issue of the

Consideration Shares.

The timing of the closing of the transaction remains subject to a number of

conditions, including relevant public approvals and other third party consents.

Closing remains expected to occur around June/July 2017. At that time, and

subject to closing occurring, the share capital of NEL will be increased with

the number of Consideration Shares in the Norwegian Register of Business

Enterprises, and the Consideration Shares will be registered and delivered to

the shareholders of Proton Onsite.

ENDS

Further information:

Jon André Løkke, CEO, +47 9074 4949

Bent Skisaker, CFO, +47 4682 1693

About Nel ASA | 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.