Nel ASA

Share Issue/Capital Change • Mar 23, 2022

Nel ASA: Contemplated private placement

Nel ASA: 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 OR ANY OTHER

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.

(Oslo, 23 March 2022) Nel ASA ("Nel" or the "Company") has retained Carnegie AS

and Morgan Stanley & Co. International plc as joint bookrunners (together the

"Managers") to advise on and effect a private placement of new ordinary shares

in the Company (the "Offer Shares") to raise gross proceeds of approximately NOK

1,500 million (the "Private Placement"). The subscription price per Offer Share

in the Private Placement (the "Subscription Price") will be determined by the

Company's Board of Directors (the "Board") on the basis of an accelerated book

-building process conducted by the Managers.

Nel is experiencing ever-increasing interest and opportunities within the

hydrogen industry and has more than doubled the addressable pipeline to USD 12

billion from the end of Q3-21 to the end of Q4-21. The Company is committed to

capitalizing on its position as a technology frontrunner and will continue to

invest in building scale to develop the organization and the fueling, alkaline

and PEM technology platforms. The net proceeds from the Private Placement will

be used for continued investments in production capacity, organizational growth

linked to order intake and tender activity, and general corporate purposes.

The application period in the Private Placement will commence today, 23 March

2022 at 16:30 CET and close on 24 March 2022 at 08:00 CET. The Managers and the

Company may, however, at any time resolve to close or extend the application

period on short or without notice. If the application period is shortened or

extended, any other dates referred to herein may be amended accordingly.

The Private Placement will be directed towards selected Norwegian and

international investors (a) outside the United States in reliance on Regulation

S under the U.S, Securities Act of 1933, as amended (the "U.S. Securities Act"),

and (b) to investors in the United States who are "qualified institutional

buyers" ("QIBs") as defined in Rule 144A under the U.S. Securities Act, in each

case subject to an exemption being available from prospectus requirements and

any other filing or registration requirements in the applicable jurisdictions

and subject to other selling restrictions. The minimum application and

allocation amount has been set to the NOK equivalent of EUR 100,000 per

investor. The Company may, however, at its sole discretion, allocate an amount

below EUR 100,000 to the extent applicable exemptions from the prospectus

requirements pursuant to the Norwegian Securities Trading Act and ancillary

regulations are available. Further selling restrictions and transaction terms

will apply.

Allocation of Offer Shares will be determined at the end of the application

period by the Board in consultation with the Managers, at its sole discretion.

The Company may focus on allocation criteria such as (but not limited to)

existing ownership in the Company, timeliness of the application, price

leadership, relative order size, sector knowledge, investment history, perceived

investor quality and investment horizon.

Allocated shares are expected to be settled on or around 28 March 2022 through a

delivery versus payment transaction on a regular t+2 basis. However, the new

shares will not be tradable before the new capital is registered by the

Norwegian Register of Business Enterprises, expected on or about 25 March 2022,

based on a pre-payment agreement with the Managers.

Completion of the Private Placement is subject to (i) approval by the Board

pursuant to an authorisation to increase the share capital granted by the

Company's general meeting held 15 April 2021, (ii) the Board resolving to

consummate the Private Placement and allocate the Offer Shares, (iii) the

placement agreement entered into by the Joint Bookrunners and the Company on 23

March 2022 not being terminated in accordance with the terms thereof and (iv)

payment for the Offer Shares and registration of the share capital increase in

the Company pertaining to the Private Placement with the Norwegian Register of

Business Enterprises (jointly the "Conditions").

The Company reserves the right, at any time and for any reason, to cancel,

and/or modify the terms of, the Private Placement prior to completion. Neither

the Company nor the Managers will be liable for any losses incurred by

applicants if the Private Placement is cancelled, irrespective of the reason for

such cancellation.

Subject to completion of the Private Placement, the Company has agreed to a 90

days lock-up for the Company, subject to customary exemptions (including for

share issuances under employee share option plans).

The Company further refers to separate announcements of today concerning

Commercial Contract Update and 2021 Financial Statements.

The Board has considered the structure of the contemplated capital raise in

light of the equal treatment obligations under the Norwegian Public Limited

Companies Act, the Norwegian Securities Trading Act and the rules on equal

treatment under Oslo Rule Book II for companies listed on the Oslo Stock

Exchange and the Oslo Stock Exchange's guidelines on the rule of equal

treatment, and is of the opinion that the proposed Private Placement is in

compliance with these requirements. By structuring the transaction as a private

placement, the Company will be in a position to raise capital in an efficient

manner, with a lower discount to the current trading price and with

significantly lower completion risks compared to a rights issue. In addition,

the Private Placement is subject to marketing through a publicly announced

bookbuilding process and a market-based offer price should therefore be

achieved. Furthermore, the number of New Shares to be issued in connection with

the contemplated Private Placement implies that the dilution of existing

shareholders will be limited. On this basis and based on an assessment of the

current equity markets, the Board has considered the Private Placement to be in

the common interest of the Company and its shareholders. As a consequence of the

private placement structure, the shareholders' preferential rights to subscribe

for the New Shares will be deviated from.

Advisors

Carnegie AS and Morgan Stanley & Co. International plc are acting as joint

bookrunners in the Private Placement. Advokatfirmaet Schjødt AS is acting as the

Company's legal advisor and Advokatfirmaet Thommessen AS is acting as the

Managers' legal advisor.

This information is subject to a duty of disclosure pursuant to Section 5-12 of

the Norwegian Securities Trading Act.  This information was issued as inside

information pursuant to the EU Market Abuse Regulation, and was published by

Wilhelm Flinder, Head of Investor Relations, at NEL ASA on the date and time

provided.

ENDS

For additional information, please contact:

Jon André Løkke, CEO, +47 907 44 949

Kjell Christian Bjørnsen, CFO: +47 917 02 097

Wilhelm Flinder, Head of IR, +47 936 11 350

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. Our

roots date back to 1927, and since then, we have had a proud history of

development and continuous improvement of hydrogen technologies. Today, our

solutions cover the entire value chain: from hydrogen production technologies to

hydrogen fueling stations, enabling industries to transition to green hydrogen,

and providing fuel cell electric vehicles with the same fast fueling and long

range as fossil-fueled vehicles - without the emissions.

Important Notices

This document does not constitute an offer of securities for sale or a

solicitation of an offer to purchase securities of the Company in the United

States or any other jurisdiction. Copies of this document may not be sent to

jurisdictions, or distributed in or sent from jurisdictions, in which this is

barred or prohibited by law. The securities of the Company may not be offered or

sold in the United States absent registration or an exemption from registration

under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act").

The securities of the Company have not been, and will not be, registered under

the U.S. Securities Act. Any sale in the United States of the securities

mentioned in this communication will be made solely to "qualified institutional

buyers" as defined in Rule 144A under the U.S. Securities Act. No public

offering of the securities will be made in the United States. In any EEA Member

State, this communication is only addressed to and is only directed at qualified

investors in that Member State within the meaning of the Prospectus Regulation,

i.e., only to investors who can receive the offer without an approved prospectus

in such EEA Member State. The expression "Prospectus Regulation" means

Regulation (EU) 2017/1129 (together with any applicable implementing measures in

any Member State).

In the United Kingdom, this communication is only addressed to and is only

directed at Qualified Investors who (i) are investment professionals falling

within Article 19(5) of the Financial Services and Markets Act 2000 (Financial

Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling

within Article 49(2)(a) to (d) of the Order (high net worth companies,

unincorporated associations, etc.) (all such persons together being referred to

as "Relevant Persons"). These materials are directed only at Relevant Persons

and must not be acted on or relied on by persons who are not Relevant Persons.

Any investment or investment activity to which this announcement relates is

available only to Relevant Persons and will be engaged in only with Relevant

Persons. Persons distributing this communication must satisfy themselves that it

is lawful to do so.

This document is not for publication or distribution in, directly or indirectly,

Australia, Canada, Japan, the United States or any other jurisdiction in which

such release, publication or distribution would be unlawful, and it does not

constitute an offer or invitation to subscribe for or purchase any securities in

such countries or in any other jurisdiction. In particular, the document and the

information contained herein should not be distributed or otherwise transmitted

into the United States or to publications with a general circulation in the

United States of America.

This document is not an offer for sale of securities in the United States.

Securities may not be offered or sold in the United States absent registration

with the United States Securities and Exchange Commission or an exemption from

registration under the U.S. Securities Act of 1933, as amended (the "Securities

Act"). The Company does not intend to register any part of the offering in the

United States or to conduct a public offering in the United States of the shares

to which this document relates.

The Managers are acting for the Company in connection with the Private Placement

and no one else 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 or any transaction or arrangement

referred to in this press release.

Matters discussed in this announcement may constitute forward-looking

statements. Forward-looking statements are statements that are not historical

facts and may be identified by words such as "anticipate", "believe",

"continue", "estimate", "expect", "intends", "may", "should", "will" and similar

expressions. The forward-looking statements in this release are based upon

various assumptions, many of which are based, in turn, upon further assumptions.

Although the Company believes that these assumptions were reasonable when made,

these assumptions are inherently subject to significant known and unknown risks,

uncertainties, contingencies and other important factors which are difficult or

impossible to predict and are beyond its control. Such risks, uncertainties,

contingencies and other important factors could cause actual events to differ

materially from the expectations expressed or implied in this release by such

forward-looking statements. The information, opinions and forward-looking

statements contained in this announcement speak only as at its date and are

subject to change without notice. This announcement is made by and is the

responsibility of, the Company. The Managers are acting exclusively for the

Company and no one else and will not be responsible to anyone other than the

Company for providing the protections afforded to their respective clients, or

for advice in relation to the contents of this announcement or any of the

matters referred to herein. Neither the Managers nor any of their respective

affiliates makes any representation as to the accuracy or completeness of this

announcement and none of them accepts any responsibility for the contents of

this announcement or any matters referred to herein.

This announcement is for information purposes only and is not to be relied upon

in substitution for the exercise of independent judgment. It is not intended as

investment advice and under no circumstances is it to be used or considered as

an offer to sell, or a solicitation of an offer to buy any securities or a

recommendation to buy or sell any securities of the Company. Neither the

Managers nor any of their respective affiliates accepts any liability arising

from the use of this announcement.