Nel ASA

Share Issue/Capital Change • Sep 5, 2018

Nel ASA: Commencement of the Subsequent Offering

Nel ASA: Commencement of the Subsequent Offering

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.

Nel ASA: Commencement of the Subsequent Offering

(Oslo, 5 September 2018) Reference is made to the stock exchange release from

Nel ASA ("Nel" or the "Company") published on 28 June 2018 regarding the

successful completion of a private placement of 90,000,000 new shares in the

Company (the "Private Placement") and the subsequent repair offering of up to

15,000,000 new shares in the Company (the "Subsequent Offering").

In the Subsequent Offering, the Company will, subject to applicable securities

laws, grant rights to subscribe for Offer Shares to shareholders in the Company

as of close of trading on 28 June 2018 as registered in the Norwegian Central

Securities Dep

ository (the "VPS") on 2 July 2018 (the "Record Date") who were not allocated

shares in the Private Placement, and who are not resident  in a jurisdiction

where such offering would be unlawful, or would (in jurisdictions other than

Norway) require any prospectus filing, registration or similar action (each such

eligible shareholder an "Eligible Shareholder", and collectively, "Eligible

Shareholders").

The subscription period in the Subsequent Offering commences on 5 September 2018

at 09:00 CET and will end on 18 September 2018 at 16:30 CET (the "Subscription

Period"). The subscription price in the Subsequent Offering is NOK 3.12 per

Offer Share, which is the equal to the subscription price in the Private

Placement.

Eligible Shareholders will be granted 0.01910 Subscription Rights for each share

held. Each Subscription Right will give the right to subscribe for one (1) Offer

Share. The Subscription Rights will not be tradable or listed on the Oslo Stock

Exchange. Oversubscription is permitted. While there can be no assurance of the

number of shares that will be available for allocation pursuant to over

-subscription, the number of non-eligible shareholders as per the Record Date

indicates that the number of shares available for over-subscription is likely

higher than normal. Subscription without Subscription Rights will not be

permitted.

In order to subscribe for shares, one of the Managers must receive a complete

and duly signed subscription form within the end of the Subscription Period.

Further instructions regarding the subscription procedure is available in the

Prospectus. Subscription Rights not used to subscribe for Offer Shares prior to

16:30 CET on 18 September 2018 will lapse without compensations to the holder

and consequently be of no value.

Notifications of allocation in the Subsequent Offering are expected to be issued

on or about 19 September 2018. The due date for payment of allocated Offer

Shares is 21 September 2018 (the "Payment Due Date"). Delivery of the Offer

Shares to investors' VPS accounts is expected to take place on or about 26

September 2018.

A prospectus dated 4 September 2018 (the "Prospectus") prepared in connection

with the Subsequent Offering will be available electronically at

www.nelhydrogen.com, https://www.arctic.com/secno and www.carnegie.no, or by

contacting Arctic Securities or Carnegie (the "Managers").

Arctic Securities and Carnegie acted as joint bookrunners in the Private

Placement and the Subsequent Offering. Advokatfirmaet Schjødt AS acted as

Norwegian legal counsel to the Company.

ENDS

For additional information, please contact:

Jon André Løkke, CEO, +47 9074 4949

Bent Skisaker, CFO, +47 468 21 693

About Nel| 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.