Nel ASA

Share Issue/Capital Change • Dec 10, 2015

NEL - Private placement successfully completed

NEL - Private placement successfully completed

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

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

Oslo, 10 December 2015

Reference is made to the stock exchange release from NEL ASA ("NEL" or the

"Company") published yesterday regarding the contemplated private placement.

The Company announces today that it has raised NOK 111 million in gross proceeds

through a private placement of 30 million new shares (the "New Shares") at a

price of NOK 3.70 per share (the "Private Placement").

The Private Placement took place through an accelerated bookbuilding process

managed by Arctic Securities and Carnegie (the "Managers") after close of

markets yesterday.

The net proceeds from the Private Placement will be used for general corporate

purposes, including funding strategic growth initiatives within the Company's

business.

The New Shares will be issued based on a Board authorisation granted by the

Company's annual general meeting on 23 June 2015. Notification of allotment for

the Private Placement will be sent to the applicants today through a

notification to be issued by the Managers. The New Shares will be settled

through a delivery versus payment transaction on 14 December 2015, by delivery

of existing and unencumbered shares in the Company that are already listed on

the Oslo Stock Exchange pursuant to a share lending agreement between the

Company, Carnegie (on behalf of the Managers) and Elmo Holding AS.

The Board of Directors of the Company intends to conduct a subsequent offering

of up to 4,500,000 new shares directed towards shareholders in the Company

holding less than 1,000,000 shares in the Company as of close of trading

yesterday, 9 December 2015 (and as registered in the VPS on 11 December 2015)

who were not allocated shares in the Private Placement (the "Subsequent

Offering"). The subscription price in the Subsequent Offering will be equal to

the subscription price in the Private Placement. The Company expects that the

subscription period for the Subsequent Offering will take place shortly after an

approved prospectus has been published.

Following registration of the new share capital pertaining to the Private

Placement (and prior to registration of the new share capital pertaining to the

new shares resulting from the Subsequent Offering), the Company will have

680,601,326 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

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 Private Placement 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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