Nel ASA — Major Shareholding Notification 2020

Oct 20, 2020

15:53:15 20-10-2020

Morgan Stanley

TO: 4722416590

SUBJ DISCLOSURE OF MAJOR SHAREHOLDING - NEL ASA - 19.10.2020

FROM: Fiona Heggie

PHONE: +44 141 245-7414

DATE: Tue, October 20 2020

RR119NRVIZM8L4DH-001 Ref:

TOTAL NUMBER OF PAGES (INCLUDING THIS PAGE): 7

This message is intended only for the use of the person or entity to which it is addressed. If received in is stictly probled, please destroy the information and notify the sender. The attacted is the public from sources believed to be reliable. No representation is made that it is accurate or combee. Cetain assumptions which have resulted in any returns detailed herein. No representation is made that any relums indicated will be achieved. Chare a material impact on any returns dealled. Past performance is not necessary indicative of fiture returns. Price and availability are subject to change without notice. The attached purposes, and is not an offer to buy or sell or a solicitation of an offer to buy or sell any security or to participate in any trading strategy.

Morgan Stanley & Co. LLC, Morgan Stanley & Co. International Limited Morgan Stanley MUFG Securities Co., Ltd. and may effect transactions in securities and instrumed herein and may also provide significant advice or investmant services, including investment banking, for the issuers of such securities and instruments.

ADDITIONAL INFORMATION IS AVAILABLE UPON REQUEST.

DISCLOSURE OF MAJOR SHAREHOLDING UNDER SECTION 4 OF THE NORWEIGAN SECURITIES TRADING ACT

NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the competent authority)

1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are at- tachedi: NEL ASA
		2. Reason for the notification (please tick the appropriate box or boxes):
[X] An acquisition or disposal of voting rights [ ] An acquisition or disposal of financial instruments [ ] An event changing the breakdown of voting rights [ ] Other (please specify)":
3. Details of person subject to the notification obligation :
Name: Morgan Stanley		City and country of registered office (if applicable): Wilmington, Delaware, USA
4. Full name of shareholder(s) (if different from 3.):
5. Date on which the threshold was crossed or reached :: 19/10/2020
6. Total positions of person(s) subject to the notification obligation:
	% of voting rights attached to shares (total of 7.A)	% of voting rights through financial in- struments (total of 7.B.1 + 7.B.2)	Total of both in % (7.A + 7.B)	Total number of voting rights of issuerii
Resulting situation on the date on which threshold was crossed or reached	0.44%	0.00%	0.44%	1,407,443,488
Position of previous notification (if appli- cable)	6.84%	0.00%	6.84%

7. Notified details of the resulting situation on the date on which the threshold was crossed or reached™:

A: Voting rights attached to shares Class/type of Number of voting rights* % of voting rights shares Indirect Direct Direct Indirect ISIN code (if possi-(Art 9 of Directive (Art 10 of Directive (Art 9 of Directive (Art 10 of Directive ble) 2004/109/EC) 2004/109/EC) 2004/109/EC) 2004/109/EC) NO0010081235 0.44% 6,245,287 SUBTOTAL A 6,245,287 0.44%

B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC
Type of financial instrument	Expiration datex	Exercise/ Conversion Period®	Number of voting rights that may be acquired if the instrument is exer- cised/ converted.	% of voting rights
		SUBTOTAL B.1

B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC
Type of financial instrument	Expiration dater	Exercise/ Conversion Period *i	Physical or cash settlement®	Number of voting rights	% of voting rights
			SUBTOTAL B.2

1. Information in relation to the person subject to the notification (please tick the applicable box):

[ ] Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer.""

[X] Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entity**:

Namer	% of voting rights if it equals or is higher than the notifiable threshold	% of voting rights through financial instruments if it equals or is higher than the notifiable threshold	Total of both if it equals or is higher than the notifiable threshold
Morgan Stanley
Morgan Stanley Capital Management, LLC
Morgan Stanley Domestic Holdings, Inc.
Morgan Stanley & Co. LLC
Morgan Stanley
Morgan Stanley Capital Management, LLC
Morgan Stanley Domestic Holdings, Inc.
Morgan Stanley Smith Barney LLC

9. In case of proxy voting: [name of the proxy holder] will cease to hold [% and number] voting rights as of [date]

10. Additional information™:

The notification was triggered primarily due to Morgan Stanley disposing of 35,889,949 NEL ASA shares. As a result, Morgan Stanley's total holding in NEL ASA shares crossed below 5% and therefore Morgan Stanley can apply the exemption available under Section 4-4 (2) of the Norwegian Securities Trading Regulations.

Annex: Notification of major holdings (only to be filed with competent authority and not with the relevant issuer)

A: Identity of the person subject to the notification obligation

Full name (including legal form for legal entities) Morgan Stanley

Contact address (registered office for legal entities) c/o The Corporation Trust Company (DE), Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, 19801, USA. E-Mail

Fiona.Buchanan@morganstanley.com

Phone number / Fax number +44 141 245-7414

Other useful information (at least legal a contact person for legal persons)

B: Identity of the notifier, if applicable

Full name Fiona Heggie

Contact address

122 Waterloo Street Glasgow United Kingdom G2 7DP

E-Mail

Fiona.Buchanan@morganstanley.com

Phone number / Fax number +44 141 245-7414

Other useful information (e.g. functional relationship with the person or legal entity subject to the notification obligation)

C: Additional information:

Notes

i Please note that national forms may due to specific national legislation (Article 3(1a) of Directive 2004/109/EC) as for instance the applicable thresholds or information regarding capital holdings.

" Full name of the legal entity and further specification of the issuer or underlying issuer, provided it is reliable and accurate (e.g. address, LEI, domestic number identity).

ii Other reason for the notifications, changes of attribution of the nature of the nature of the holding (e.g. expiring of financial instruments) or acting in concert.

" This should be the full name of (a) the shareholder; (b) the natural person or legal entity acquiring, disposing of or exercising voling rights in the cases provided for in Article 10 (b) to (h) of Directive 2004/109EC; or (c) the holder of financial instruments referred to in Article 13(1) of Directive 2004/109/EC.

As the disclosure of cases of acting in concert may vary due to the specific circumstances (e.g. same or different total positions of the parties, entering of acting in concert by a single party) the standard form does not provide for a specific method how to notify cases of acting in concert.

In relation to the transactions referred to in points (b) to (h) of Directive 2004/109/EC, the following list is provided as indication of the persons who should be mentioned:

• in the circumstances foreseen in letter (b) of Article 10 of that Directive, the natural person or legal entity that acquires the voting rights and is entiled to exercise them under the agreement and the natural person or legal entity who is transferring temporarily for consideration the voting rights;

• in the circumstances foreseen in letter (c) of Article 10 of that Directive, the natural person or legal entity holding the collateral, provided the person or entity controls the voting rights and declares its intention of exercising them, and natural person or legal entity lodging the collateral under these conditions;

• in the circumstances foreseen in letter (d) of Article 10 of that Directive, the natural person or legal entity who has a life interest in shares if that person or entitled to exercise the voting rights attached to the shares and the natural person or legal entity who is disposing of the voting rights when the life interest is created;

• in the circumstances foreseen in letter (e) of Article 10 of that Directive, the controlling natural person or legal entity and, provided it has a notification duty at an individual level under Article 9, under letters (a) to (d) of Article 10 of that Directive or under a combination of any of those situations, the controlled undertaking;

• in the circumstances foreseen in letter (f) of Article 10 of that Directive, the deposit taker of the can exercise the voting rights attached to the shares deposited with him at his discretion, and the depositor of the shares allowing the deposit taker to exercise the voting rights at his discretion;

• in the circumstances foreseen in letter (g) of Article 10 of that Directive, the natural person or legal entity that controls the voting rights;

• in the circumstances foreseen in letter (h) of Article 10 of that Directive, the proxy holder, if he can exercise the voting rights at his discretion, and the shareholder who has given his proxy holder allowing the latter to exercise the voting rights at his discretion (e.g. management companies).

" Applicable in the cases provided for in Article 10 (b) to (h) of Directive 2004/109/EC. This should be the full name of the shareholder who is the counterparty to the natural person or legal entity referred to in Article 10 of that Directive unless the percentage of voting rights held by the shareholder is lower than the lowest notifiable threshold for the disclosure of voting rights holdings in accordance with national practices (e.g. identification of funds managed by management companies).

vi The date on which threshold is crossed or reached should be the date on which the acquisition or disposal took place or the other reason triggered the notfication. For passive crossings, the date when the corporate event took effect.

vi The total number of voting rights shall be composed of all the shares, including depository receipts representing shares, to which voting rights are attached even if the exercise thereof is suspended.

** If the holding has fallen below the lowest applicable threshold in accordance with national law, please note that it might not be necessary in accordance with national law to disclose the extent of the holding, only that the new holding is below that threshold.

* In case of combined holdings of shares with voting rights attached "direct holding" and voting rights "indirect holding", please split the voting rights number and percentage into the direct columns -- if there is no combined holdings, please leave the relevant box blank.

* Date of maturity/expiration of the financial instrument i.e. the date when right to acquire shares ends.

* If the financial instrument has such a period - please specify this period - for example once every 3 months starting from [date].

** In case of cash settled instruments the number and percentages of voting rights is to be presented on a deltaadjusted basis (Article 13(1a) of Directive 2004/109/EC).

** If the person subject to the notfication is either controlled and/or does control and/her undertaking then the second option applies.

** The full chain of controlled undertakings starting with the utlimate controlling natural person or legal entity has to be presented also in the cases, in which only on subsidiary level a threshold is crossed or reached and the subsidiary undertaking discloses the notification as only thus the markets get always the group holdings. In case of multiple chains through which the voting rights and/or financial instruments are effectively held the chains have to be presented chain by chain leaving a row free between different chains (e.g.: A, B, C, free row, A, E, Fetc.).

** The names of controlled undertakings through which the voting rights and/or financial instruments are effectively held have to be presented irrespectively whether the controlled undertakings cross or reach the lowest applicable threshold themselves.

xvi Example: Correction of a previous notification.