Nel ASA

Share Issue/Capital Change • Nov 28, 2014

NEL - Completed private placement

NEL - Completed private placement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR

INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES

Oslo, 28 November 2014

Reference is made to the stock exchange notice published by NEL ASA (the

"Company", ticker "NEL") on 27 November 2014. The Company today announces that

it has raised NOK 65 million in gross proceeds through a private placement of

50,000,000 new shares (the "Offer Shares"), each with a par value of NOK 0.20,

at a price of NOK 1.30 per share (the "Private Placement"). The Private

Placement represents 14.75% of the outstanding capital of the Company.

The Private Placement took place through an accelerated bookbuilding process

managed by Carnegie AS (the "Manager").

The net proceeds from the Private Placement will be used to fund strategic

growth initiatives within the Company's business, including inorganic growth

opportunities.

The Private Placement is conditional upon approval by the Company's

Extraordinary General Meeting to be held on or about 19 December 2014.

Conditional notification of allotment for the Private Placement will be sent to

the applicants today through a notification to be issued by the Manager. The

Offer Shares will be settled through delivery versus payment immediately

following the EGM. The Offer Shares will be existing and unencumbered shares

that are already listed, borrowed by the Manager from certain existing

shareholders of the Company.

The Private Placement was well oversubscribed at the issue price and was

supported by certain existing shareholders and new investors. The waiver of the

preferential rights inherent in a private placement with such participation is

considered necessary in the interest of time and in order to ensure the new

equity at favorable terms.

The Company intends to carry out a subsequent offering of up to 10 million

shares at a subscription price of NOK 1.30 (the "Subsequent Offering"), raising

gross proceeds of up to NOK 13 million. The Subsequent Offering will be directed

towards shareholders in the Company as of 27 November 2014 (as registered in the

VPS on 1 December 2014), who were not contacted in connection with the Private

Placement. These shareholders will receive non-transferable subscription rights

equal to their pro rata shareholding. Over-subscription is allowed. Subscription

without subscription rights will not be permitted. The Subsequent Offering will

be carried out following approval by the EGM and approval of a prospectus.

After the completion of the Private Placement and assuming full subscription in

the Subsequent Offering, the Company will have 398,929,104 shares outstanding,

each with a par value of NOK 0.20.

For further information, please contact:

Lars Christian Stugaard

Acting CEO

+47 23 01 49 06 / +47 47 63 05 22

Lars.christian.stugaard@nel-hydrogen.com

This information is subject of the disclosure requirements pursuant to section 5

-12 of the Norwegian Securities Trading Act.

Important information:

The release is not for publication or distribution, in whole or in part directly

or indirectly, in or into Australia, Canada, Japan or the United States

(including its territories and possessions, any state of the United States and

the District of Columbia).

This release is an announcement issued pursuant to legal information

obligations, and is subject of the disclosure requirements pursuant to section 5

-12 of the Norwegian Securities Trading Act. It is issued for information

purposes only, and does not constitute or form part of any offer or solicitation

to purchase or subscribe for securities, in the United States or in any other

jurisdiction. The securities mentioned herein have not been, and will not be,

registered under the United States Securities Act of 1933, as amended (the

"Securities Act"). The securities may not be offered or sold in the United

States except pursuant to an exemption from the registration requirements of the

Securities Act. The Company does not intend to register any portion of the

offering of the securities in the United States or to conduct a public offering

of the securities in the United States. Copies of this announcement are not

being made and may not be distributed or sent into Australia, Canada, Japan or

the United States. The issue, exercise, purchase or sale of subscription rights

and the subscription or purchase of shares in the Company are subject to

specific legal or regulatory restrictions in certain jurisdictions. Neither the

Company nor the Manager assumes any responsibility in the event there is a

violation by any person of such restrictions.

The distribution of this release may in certain jurisdictions be restricted by

law. Persons into whose possession this release comes should inform themselves

about and observe any such restrictions. Any failure to comply with these

restrictions may constitute a violation of the securities laws of any such

jurisdiction. Carnegie is acting for the Company and no one else in connection

with the Private Placement and will not be responsible to anyone other than the

Company for providing the protections afforded to their respective clients or

for providing advice in relation to the rights issue and/or any other matter

referred to in this release.

Forward-looking statements:

This release and any materials distributed in connection with this release may

contain certain forward-looking statements. By their nature, forward-looking

statements involve risk and uncertainty because they reflect the Company's

current expectations and assumptions as to future events and circumstances that

may not prove accurate. A number of material factors could cause actual results

and developments to differ materially from those expressed or implied by these

forward-looking statements.

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