Nel ASA

Share Issue/Capital Change • Jun 1, 2015

NEL - Contemplated private placement

NEL - Contemplated 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, 1 June 2015

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

"Company") published yesterday regarding the binding agreement to acquire 100%

of the shares of H2 Logic A/S (the "Acquisition").

In order to part finance the cash component of the Acquisition and to fund

strategic growth initiatives within the Company's business, NEL has retained

Carnegie (the "Manager") to advise on and effect an undocumented private

placement of 51,301,852 new shares at a subscription price of NOK 1.35 per new

share, raising gross proceeds of approximately NOK 70 million (the "Private

Placement"). The Private Placement is directed towards Norwegian and

international investors and is, as previously communicated, fully underwritten

by certain large shareholders of the Company.

The minimum order in the Private Placement has been set to the number of shares

that equals an aggregate purchase price of NOK 2 million.

The bookbuilding period for the Private Placement opens today at 16:30 CET and

closes 2 June 2015 at 08:00 CET. The Manager may, however, at any time resolve

to close or extend the bookbuilding period at its sole discretion and on short

notice.

The new shares to be issued in connection with the Private Placement will be

issued based on a Board authorisation granted by the Company's annual general

meeting on 22 May 2015. The shares allocated in the Private Placement are

expected to be settled through a delivery versus payment transaction on a

regular t+2 basis 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, the Manager and Elmo Holding AS.

The waiver of the preferential rights inherent in a private placement is

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

completion of the Acquisition.

In connection with the completion of the Private Placement, the Board of

Directors of the Company intends to call for an extraordinary general meeting

(the "EGM") to propose to conduct a subsequent offering of up to NOK 30 million

directed towards shareholders in the Company as of close of trading today, 1

June 2015 (and as registered in the VPS on 3 June 2015) who are 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 the EGM.

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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