Nel ASA

Share Issue/Capital Change • Mar 8, 2023

Nel ASA: Share capital increase registered

Nel ASA: Share capital increase registered

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.

(March 8, 2023 - Oslo, Norway) reference is made to the stock exchange

announcement by Nel ASA (the "Company") on 6 March 2023 regarding the issue of

108,000,000 new shares upon completion of a private placement of shares. The

share capital increase pertaining to the issuance of the new shares under the

private placement has now been registered with the Norwegian Register of

Business Enterprises. The Company's new registered share capital is NOK

334,265,060.80 divided on 1,671,325,304 shares, each with a nominal value of NOK

0.20 per share.

ENDS

For additional information, please contact:

Kjell Christian Bjørnsen, CFO, +47 917 02?097

Wilhelm Flinder, Head of Investor Relations, +47 936 11 350

About Nel ASA | www.nelhydrogen.com

Nel has a history tracing back to 1927 and is today a leading pure play hydrogen

technology company with a global presence. The company specializes in

electrolyser technology for production of renewable hydrogen, and hydrogen

fueling equipment for road-going vehicles. Nel's product offerings are key

enablers for a green hydrogen economy, making it possible to decarbonize various

industries such as transportation, refining, steel, and ammonia.

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.

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. 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 within the meaning of the Prospectus Regulation

as it forms part of English law by virtue of the European Union (Withdrawal) Act

2018 and 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.