Nel ASA

Share Issue/Capital Change • Jun 28, 2018

Nel ASA: Contemplated private placement and secondary sale

Nel ASA: Contemplated private placement and secondary sale

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

SECURITIES DESCRIBED HEREIN.

Nel ASA: Contemplated private placement and secondary sale

(Oslo, 28 June 2018) Reference is made to the stock exchange announcement

published by Nel ASA ("Nel" or the "Company") earlier today regarding the award

of a multi-billion NOK electrolyzer and fueling station contract by Nikola. The

Company has retained Arctic Securities and Carnegie (the "Managers") to advise

on and effect an undocumented private placement of new shares (the "Private

Placement"). In addition, F9 Investments, LLC ("F9 Investments") is, subject to

approval by the Company, considering a potential secondary sale (the "Secondary

Sale", and together with the Private Placement the "Transaction"). The

Transaction will be directed towards Norwegian and international investors after

the close of Oslo Stock Exchange today.

In the Private Placement, the Company is offering up to 90,000,000 new shares,

representing up to approximately 9% of the outstanding capital of the Company.

In connection with the Private Placement, the Company is also considering to

allow a sell-down of up to 50,000,000 shares (equivalent to 5% of the shares

outstanding) from F9 Investments (controlled by Tom Sullivan, founder of Proton

OnSite, acquired by Nel in 2017 - not a primary insider). F9 Investments

currently holds 146,138,713 shares in the company (representing 14.56% of the

shares outstanding). Remaining shares not sold in the offering will be subject

to a customary lock-up.

The price in the Transaction will be determined through an accelerated

bookbuilding process. The minimum application and allocation amount has been set

to the NOK equivalent of EUR 100,000. The Company may however, at its sole

discretion, allocate an amount below EUR 100,000 to the extent applicable

exemptions from the prospectus requirement pursuant to the Norwegian Securities

Trading Act and ancillary regulations are available.

The proceeds will be used to accommodate the Nikola order announced today and to

fund the potential expansion of the production facility at Notodden. The

investment required is estimated to approximately NOK 150 million and the

expansion would give Nel a maximum production capacity of 340 MW/year compared

to its current facility which can produce up to 40 MW/year. The announced Nikola

Order of 448 electrolysers will require a production of 2.2MW per electrolyzer.

In addition, the Company has been invited to invest up to USD 5 million in

Nikolas upcoming fundraising and will consider using parts of the proceeds from

the share issue for such an investment. The proceeds will also fund additional

working capital in response to increased order volumes and improved positioning

to benefit from markets with high activity and growth momentum, as well as

general corporate purposes.

The bookbuilding period for the Transaction opens today at 16:30 CET and closes

29 June 2018 at 08:00 CET. The Managers and the Company may, however, at any

time resolve to close or extend the bookbuilding period at their 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 general meeting

held 15 May 2018. The new shares allocated in the Private Placement will be

delivered as soon as practically possible after the registration of the share

capital increase in the Norwegian Register of Business Enterprises, expected on

or about 2 July 2018. The new shares issued in the Private Placement will be

made available for trading on Oslo Børs under the Company's existing ISIN upon

delivery. The shares allocated as part of the potential Secondary Sale will 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, and will thus be tradable upon allocation.

Investors participating in the Transaction will be allocated shares in the

Private Placement and the Secondary Sale on a prorated basis.

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

considered necessary in the interest of time and successful completion. However,

the Board of Directors of the Company will consider to conduct a subsequent

offering directed towards existing shareholders in the Company as of the end of

trading today, 28 June 2018 (and as registered in the VPS as of the end of 2

July 2018) 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 who were not allocated shares in the

Private Placement (the "Subsequent Offering"). The subscription price in a

potential Subsequent Offering will be equal to the subscription price in the

Private Placement. Taking into consideration the time, costs and expected terms

of alternative methods of the securing the desired funding, as well as the

subsequent offering considered, the board has concluded that the conclusion of

the Private Placement on acceptable terms at this time is in the common interest

of the shareholders of the Company.

More information is included in the attached presentation.

ENDS

For additional information, please contact:

Jon André Løkke, CEO, +47 907 44 949

About Nel Hydrogen | www.nelhydrogen.com

Nel Hydrogen 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.