Nel ASA

Share Issue/Capital Change • Sep 27, 2017

Nel ASA: Private placement successfully completed

Nel ASA: 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 DIRECTLY OR

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

JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE

UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE

SECURITIES DESCRIBED HEREIN.

Nel ASA: Private placement successfully completed

(Oslo, 27 September 2017) Reference is made to the stock exchange release from

Nel ASA ("Nel" or the "Company") published on 27 September 2017 regarding a

contemplated private placement of new shares. The Company announces today that

it has raised NOK 220 million in gross proceeds through a private placement (the

"Private Placement") of 88,000,000 new shares (the "New Shares"), at a price per

share of NOK 2.50.

The Private Placement took place through an accelerated bookbuilding process

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

markets on 27 September 2017. The Private Placement was significantly

oversubscribed and the Company received strong interest from both existing

shareholders and new high quality institutional investors.

The net proceeds from the Private Placement will be used to for (i) additional

working capital in response to increased order volumes and improved positioning

to benefit from markets with high activity and growth momentum, (ii) build-up of

organization in connection with additional purchase orders, (iii) better

financial positioning for large European power-to-gas projects; and (iv)

positioning the Company with the opportunity to take on attractive projects with

strong industrial partners, as well as for general corporate purposes.

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

Company's annual general meeting on 15 May 2017. Notification of allotment for

the Private Placement and payment instructions will be sent today to the

subscribers which have been allocated New Shares on or about 28 September 2017.

The Private Placement will be settled with existing and unencumbered shares in

the Company that are already listed on the Oslo Stock Exchange, pursuant to a

share lending agreement between the Joint Bookrunners, the Company and key

shareholders of the Company. The shares delivered to the subscribers will thus

be tradable upon delivery. The Joint Bookrunners will settle the share loan with

new shares in the Company to be issued by the Board pursuant to an authorisation

given by the Company's general meeting held 15 May 2017.

The Board of Directors of the Company has resolved to undertake a subsequent

offering of up to 10,000,000 new shares towards the Company's shareholders as of

27 September 2017 (as documented by the shareholder register in the Norwegian

Central Securities Depository (VPS) as of the end of 29 September 2017) 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.

Following registration of the new share capital pertaining to the Private

Placement, the Company will have  988,714,952 shares outstanding, each with a

par value of NOK 0.20.

The following primary insiders (or related parties thereof) of the Company have

ordered and been allocated shares in the Private Placement:

FateBuret AS, controlled by Finn Jebsen who is a member of the Board, have been

allocated 50,000 New Shares, and will following completion hold 300,000 shares

in the Company.

Hanne Skaaberg Holen, member of the Board, has been allocated 50,000 New Shares,

and will following completion hold 260,000 shares in the Company.

Ole Enger, member of the Board, has been allocated 50,000 New Shares, and will

following completion hold 140,000 shares in the Company.

ENDS

For additional information, please contact:

Jon André Løkke, CEO, +47 907 44 949

Bent Skisaker, CFO, +47 468 21 693

About Nel ASA | www.nelhydrogen.com

Nel is a global, dedicated hydrogen company, delivering optimal solutions to

produce, store and distribute hydrogen from renewable energy. We serve

industries, energy and gas companies with leading hydrogen technology. Since its

foundation in 1927, Nel has a proud history of development and continual

improvement of hydrogen plants. Our hydrogen solutions cover the entire value

chain from hydrogen production technologies to manufacturing of hydrogen fueling

stations, providing all fuel cell electric vehicles with the same fast fueling

and long range as conventional vehicles today.

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 Managers assume 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.