Nel ASA

Major Shareholding Notification • Dec 14, 2017

NEL ASA: H2 HOLDING APS HAS SOLD 40 MILLION SHARES IN NEL ASA

NEL ASA: H2 HOLDING APS HAS SOLD 40 MILLION SHARES IN NEL ASA

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES"), AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

NEL ASA: H2 HOLDING APS HAS SOLD 40 MILLION SHARES IN NEL ASA

Reference is made to the stock exchange notice published on 13 December 2017 regarding the potential sale of up to 40,000,000 shares in Nel ASA ("Nel" or the "Company") by H2 Holding ApS.

H2 Holding ApS has today sold 40,000,000 shares in Nel representing approximately 4% of the share capital in Nel by way of an accelerated bookbuilding process (the "Placing"), retaining almost 70% of its exposure to Nel and a lock-up until 25 June 2019. The shares were sold at a price of NOK 3.45 per share.

H2 Holding ApS is partially owned by Jacob Krogsgaard (25%) and Mikael Sloth (25%) who are both part of the executive management of Nel ASA in the roles of SVP Nel Hydrogen Solutions and VP Business Development, respectively. The net proceeds from the sale of shares will mainly be used to cover tax provisions for H2 Holding ApS and its shareholders.

The net proceeds from the sale of shares will mainly be used to cover provisions for H2 Holding ApS on mandatory Danish taxation on the notional capital gain of its shareholding in Nel. In addition, H2 Holding ApS will transfer 913,128 shares to employees that were employed at the time H2 Logic A/S was acquired by Nel as a reward for their contribution for their efforts prior to the acquisition. Primary insider Jørn Rosenlund, SVP for Nel Hydrogen Fueling, will receive 1,800 shares and now holds 334,974 shares. Primary insider Martin Borum Pedersen, Finance Director, will receive 55,800 shares and now holds 305,800 shares.

Prior to the Placing, H2 Holding ApS owned 127,405,784 shares in NEL ASA, representing 12.8% of the share capital in the Company. Following the Placing and the transfer of shares to employees, H2 Holding ApS holds 86,492,653 shares in Nel ASA, representing 8.7% of the share capital in the Company. These shares, in addition to Jacob Krogsgaard's and Mikael Sloth's personal holdings of 109,217 shares each, will be subject to a customary lock-up agreement with Carnegie until 25 June 2019.

Carnegie AS acted as bookrunner in the transaction.

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IMPORTANT NOTICE

THIS INFORMATION IS SUBJECT TO THE DISCLOSURE REQUIREMENTS PURSUANT TO SECTIONS 4-2, 4-3 AND 5-12 OF THE NORWEGIAN SECURITIES TRADING ACT.

THESE MATERIALS ARE NOT AN OFFER FOR SALE OF OR A SOLICITATION OF AN OFFER TO BUY SECURITIES IN THE UNITED STATES. THE SHARES (AS DEFINED BELOW) HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THERE WILL NOT BE A PUBLIC OFFERING OF THE SHARES IN THE UNITED STATES.

ANY INVESTMENT DECISION TO BUY SHARES IN THE SALE MUST BE MADE SOLELY ON THE BASIS OF PUBLICLY AVAILABLE INFORMATION WHICH HAS NOT BEEN INDEPENDENTLY VERIFIED BY THE [BOOKRUNNER] OR H2 HOLDING APS. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES OR INVESTMENTS FOR SALE OR A SOLICITATION OF AN OFFER TO BUY SECURITIES OR INVESTMENTS IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY JURISDICTION WHERE SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. NO ACTION HAS BEEN TAKEN THAT WOULD PERMIT AN OFFERING OF THE SECURITIES OR POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHICH HAVE IMPLEMENTED THE PROSPECTUS DIRECTIVE (EACH, A "RELEVANT MEMBER STATE"), OTHER THAN THE UNITED KINGDOM, THIS ANNOUNCEMENT AND ANY OFFER IF MADE SUBSEQUENTLY IS ADDRESSED TO AND DIRECTED EXCLUSIVELY AT PERSONS WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF THE PROSPECTUS DIRECTIVE ("QUALIFIED INVESTORS") AND/OR PURSUANT TO OTHER RELEVANT EXEMPTIONS FROM THE PROSPECTUS DIRECTIVE. FOR THESE PURPOSES, THE EXPRESSION "PROSPECTUS DIRECTIVE" MEANS DIRECTIVE 2003/71/EC (AND AMENDMENTS THERETO, INCLUDING THE 2010 PD AMENDING DIRECTIVE, TO THE EXTENT IMPLEMENTED IN A RELEVANT MEMBER STATE), AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN THE RELEVANT MEMBER STATE AND THE EXPRESSION "2010 PD AMENDING DIRECTIVE" MEANS DIRECTIVE 2010/73/EU. IN THE UNITED KINGDOM THIS ANNOUNCEMENT IS ADDRESSED TO AND DIRECTED EXCLUSIVELY AT QUALIFIED INVESTORS (I) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"), (II) WHO ARE HIGH NET WORTH ENTITIES FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, OR (III) TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS BEING REFERRED TO AS "RELEVANT PERSONS"). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS IN THE UNITED KINGDOM AND QUALIFIED INVESTORS/OTHER EXEMPT INVESTORS IN ANY RELEVANT MEMBER STATE OTHER THAN THE UNITED KINGDOM AND WILL BE ENGAGED IN ONLY WITH SUCH PERSONS. OTHER PERSONS SHOULD NOT RELY OR ACT UPON THIS ANNOUNCEMENT OR ANY OF ITS CONTENTS. THE BOOKRUNNER OR ITS AFFILIATES MAY ENTER INTO FINANCING ARRANGEMENTS AND SWAPS WITH INVESTORS IN CONNECTION WITH WHICH THE BOOKRUNNER (OR ITS AFFILIATES) MAY FROM TIME TO TIME ACQUIRE, HOLD OR DISPOSE OF SHARES. THE BOOKRUNNER DOES NOT INTEND TO DISCLOSE THE EXTENT OF ANY SUCH INVESTMENT OR TRANSACTIONS OTHERWISE THAN IN ACCORDANCE WITH ANY LEGAL OR REGULATORY OBLIGATION TO DO SO. NO GUARANTEE CAN BE MADE THAT ANY SHARES WILL BE SOLD PURSUANT TO THE SALE.

THE BOOKRUNNER IS ACTING ON BEHALF OF H2 HOLDING APS AND NO ONE ELSE IN CONNECTION WITH ANY OFFERING OF THE SHARES AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF THE BOOKRUNNER OR FOR PROVIDING ADVICE IN RELATION TO ANY OFFERING OF THE SHARES.