Nel ASA

Annual Report 2025

Title:

Nel ASA Annual Report 2025

Published date:

26 February 2026

Karenslyst allé 49, PB 199 Skøyen,

0212 Oslo, Norway

The publication can be downloaded on nelhydrogen.com

Table of contents

Annual Report 2025

1 Letter from the CEO

2 Members of the board

3 Management

4 Report from the Board of Directors

4.1 Financial development

4.2 ESG report

5 Board of Directors’ report in relation to the Norwegian Code of practice for corporate governance (NUES)

6 Consolidated financial statements – Nel group

7 Financial statements – Parent company

8 Alternative Performance Measures

9 Auditor’s report

Nel ASA | Annual Report 2025

Letter from the CEO – the Way Ahead

It is easy to remember the negatives…

but 2025 was also a year of positives

2025 was a demanding

year. Yet it was far from a

lost year. In many respects

it became a turning point.

While the media headlines

focused on project delays

and external uncertainties,

inside Nel we saw

something dierent: steady progress where it mattered, closer

collaboration with key partners, and technology advances that

bring competitive clean hydrogen within reach.

Our nancial performance in 2025 reected the market we

operate in. Final investment decisions took longer, project

milestones shifted, and revenue declined compared to last year.

At the same time, production capacity and operating expenses

were reduced early on so we ended the year with a solid cash

position that allows us to stay focused on monetizing our

innovations rather than adapting to short-term market

uctuations. 2025 was a year with steady, disciplined work. Much

of it invisible. Much of it not fun. But all of it necessary for long-

term success.

Commercially, 2025 had a mixed rhythm. Some quarters were

quieter than we would have preferred, while others showed how

quickly momentum can return. A clear example is the fourth

quarter of 2025, when we secured a 40-megawatt PEM order from

HYDS for deployment across two sites in Norway. This contract

represents the largest PEM order in Nel’s history and the

company’s second largest order ever in terms of value. All in all,

this win created a strong nish to the year and brought quarterly

order intake close to an all-time high.

Throughout the year, the level of activity in front-end engineering

and design (FEED) work remained high. This signals that the

underlying interest in electrolyser deployment is real, particularly

among high quality industrial partners preparing large scale

projects. Early-stage commitments such as FEED studies may

not immediately translate into signicant revenue, but they often

form the basis for rm orders in the future and keep us closely

connected to the companies that are shaping the future of

hydrogen.

The most important development in 2025 was probably our

steady progress on the next generation of electrolyser platforms.

The new pressurized alkaline system progressed as planned and

is on track for commercial launch in the rst half of 2026. It is

designed to do what customers have asked for: reduce total

Nel ASA | Annual Report 2025

investment cost, deliver higher energy eiciency, and oer a

simpler and more practical setup. In short, our clients will get

more for less without compromising on quality or safety.

While the pressurized alkaline platform has looked strong on

paper for a while, the full-scale testing of a system in Norway was

even more convincing. The prototype performs

well beyond expectations and gives me

condence in the platform itself. It

also highlights the exceptional

quality and dedication of

Nel’s employees.

Based on the encouraging test results, and with support from the

EU Innovation Fund, Nel has taken the nal investment decision

to establish one gigawatt of production capacity at Herøya,

Norway for the new pressurized alkaline platform. It reects our

belief that continued investment in new technology is the right

path forward for clean hydrogen, even if some parts of the

industry have decided to take a more cautious

approach. Nel will remain focused on

delivering high quality with low total

cost of ownership at industrial

scale.

Nel ASA | Annual Report 2025

In addition to advancing the pressurized alkaline platform

towards commercial launch, we also matured Nel’s next

generation PEM program substantially in 2025. This future

solution aims at performance targets way beyond today’s

benchmarks.

We continued to work closely with major industrial partners that

see hydrogen as an integral part of their long-term strategies. One

of the most signicant developments in 2025 was the signing of a

strategic EPC partnership with SAMSUNG E&A, combined with

their decision to become the largest single shareholder of Nel.

For partners of this scale, trust matters. It is built on nearly a

century of electrolyser experience and it reects condence not

only in what we have achieved, but in our ability build on our

experience and continue improving.

The reports of the hydrogen industry’s death are greatly

exaggerated

There has been a lot of discussion about the state of the hydrogen

industry in 2025, and phrases such as cancellations, delays, and

even bankruptcies have appeared frequently in the public debate.

In my view, these descriptions do not capture the full picture. The

conversation around hydrogen has continued to swing between

extreme enthusiasm and pessimism. A few years ago, the

narrative was all about the promise of the industry’s rapid

expansion potential, while these last years it has turned toward

doubt. In my opinion the reality lies somewhere in between.

A more objective perspective can be found in the data. The

Hydrogen Council’s Global Hydrogen Compass 2025 reports that

the global pipeline of clean hydrogen projects has grown to more

than 1,700 projects. More than 500 of these are either already

operating, under construction, or have taken a nal investment

decision. Committed investments now exceed 110 billion dollars.

These gures show that companies continue to invest in

hydrogen and that the sector is still advancing and maturing.

It is true that the past year included cancellations and delays, but

this is a natural part of building a new industry. Hydrogen is not

the right solution for every application, and distinguishing

between strong and weak business cases is essential for creating

a stable and healthy ecosystem. What matters now is

understanding which projects and use cases are emerging and

why leading companies believe in them. Progress is shaped by

facts, data, and real industrial needs, not by isolated headlines.

The industry is moving through its reality check and emerging

stronger for it. As we look toward 2026, the focus should remain

on the continued development of projects that make economic

and strategic sense for the companies behind them. The work

done in 2025 has laid important foundations, and many people

across the value chain deserve recognition for their commitment

to moving hydrogen forward. Their eorts give us reason to be

optimistic about the year ahead.

Nel ASA | Annual Report 2025

Looking into 2026, the opportunity pipeline continues to improve

and mature. High quality companies and dedicated teams are

working steadily to move projects forward, even if the exact

timing of equipment orders remains uncertain. Most importantly,

we now stand on the brink of introducing technology that can

materially improve the economics of sustainable hydrogen

production. That represents a signicant shift for both Nel and

the broader industry.

We enter the coming year with discipline, excitement,

momentum, and determination. Our mission remains

unchanged: to enable a cost competitive, large-scale transition

to renewable hydrogen. With solid nancial resources,

transformative technology, and a committed global team, we are

well positioned to seize the opportunities ahead. This is what we

call “the Way Ahead”.

Thank you to all our employees, customers, partners, and shareholders for your continued trust and support.

Håkon Volldal

President and CEO, Nel ASA

Egh

Vision

Abundant clean energy for all

As the world’s population grows, everyone

should have the opportunity to enjoy a high

quality of life. Achieving this without increasing

carbon emissions requires clean, thriving

industries powered by renewable energy and

hydrogen. Our vision is a society with abundant

clean energy for all.

Board of Directors

and Management

MEMBERS OF THE BOARD

ARVID MOSS, CHAIR OF THE BOARD

Mr. Moss (born 1958), is an experienced executive who has been a member of Norsk Hydro’s corporate management board since

2008. Moss served as EVP for the Business Area Energy between 2010-2024. Since mid 2024 he is special advisor to Hydro’s CEO

and chair of Hydro REIN, the renewable company owned by Hydro and Macquarie Asset Management. Since 2022 Mr. Moss also is

the Chair of the Board in Norway’s Export Council (Norsk Eksportråd). In Norsk Hydro, he has been responsible for strategy and

business development in the aluminium area and on the corporate level for several periods. He also led the process that resulted in

the oil and gas merger between Norsk Hydro and Statoil in 2006. Mr. Moss also served as State Secretary and Chief of staff in the

Norwegian Prime Minister’s office (1989-1990). Mr. Moss has a MSc in Economics and Business Administration (siviløkonom),

Norwegian School of Economics (NHH). He has been a member of the board since 2023 and holds no shares directly and/or indirectly

in Nel ASA.

HANNE BLUME, BOARD MEMBER

Ms. Blume (born 1968) is Executive Vice President and Group CHRO in the Danish DLG Group. Hanne Blume has a Master of Science

degree in Business Administration and Commercial Law from Aarhus School of Business. She has also supplementary leadership

training from international schools INSEAD, IMD, London Business School and Wharton. She has management experience and board

experience from both listed and private companies. Ms. Blume is a Danish citizen and lives in Juelsminde in Denmark. She has been

a member of the board since 2019 and holds no shares directly and/or indirectly in Nel ASA.

CHARLOTTA FALVIN, BOARD MEMBER

Ms. Falvin (born 1966) serves as a board member in several listed companies within the technology and communication industries.

She has previous management positions e.g. as CEO in The Astonishing Tribe AB which were sold to Blackberry in 2010. Charlotta

Falvin has a Master of Science degree in Business Administration and Economics from University of Lund. She is appointed Honorary

Doctor at the Faculty of Engineering of the University of Lund. Ms. Falvin is a Swedish citizen and lives in Genarp, Sweden. She has

been a member of the board since 2020 and holds 46,000 shares directly and/or indirectly in Nel ASA.

GYUYEON KANG, BOARD MEMBER

Mr. Kang (born 1965) is Executive Vice President, Sales & Business Development Division at SAMSUNG E&A. He has more than 30

years of international experience in corporate finance, treasury and business development, having held successive senior positions

at Samsung E&A, including Head of Strategic Finance and Head of Finance & Accounting, as well as earlier finance leadership roles

at Chanel Korea and Samsung Construction Co., Ltd. in Singapore. Mr. Kang holds a B.Sc. in Applied Statistics from Yonsei University

and is a graduate of Choong Ang High School. A South Korean citizen residing in Seoul, he joined the Board of Directors of Nel ASA in

2025. Mr. Kang holds no shares directly in Nel ASA, but is related to SAMSUNG E&A holding 167,148,210 shares.

BEATRIZ MALO DE MOLINA, BOARD MEMBER

Beatriz Malo de Molina (1972) has had a 30 year career in M&A, finance and capital markets, beginning in 1994 with EY and including

positions in Alvarez & Marsal, Orkla, Kistefos, McKinsey, and Goldman Sachs. Beatriz has held board positions in Norwegian and

international companies, publicly listed and private, as independent director and as chair. Beatriz graduated summa cum laude from

Georgetown University in Washington D.C., and has a Master’s degree from the University of Oslo. Ms. Malo de Molina is a Spanish

citizen and has been a resident of Norway since 2006. She has been a member of the board since 2017 and holds no shares directly

and/or indirectly in Nel ASA.

TOM RØTJER, BOARD MEMBER

Mr. Røtjer (born 1953), former Senior Vice President, Head of Projects in Norsk Hydro ASA until 2018. He served as Executive Vice

President Projects (member of Corporate Management Board) in Norsk Hydro from 2007-2012. He has held previous board positions

in Aibel AS , Hæhre & Isachsen Gruppen AS (Akh Gruppen AS), Det norske oljeselskap ASA (Aker BP ASA), Qatalum Ltd., and Green

Energy Geothermal Ltd. Mr. Røtjer holds a master’s degree in Mechanical Engineering from the University of Trondheim, Norway. He

is a Norwegian citizen and resides in Oslo, Norway. He has been a member of the board since 2020 and holds no shares directly

and/or indirectly in Nel ASA.

JENS BJØRN STAFF, BOARD MEMBER

Mr. Staff (born 1967) is the Group CEO in Skagerak Energi, a Norwegian utility company, since 2020. Mr. Staff has broad executive

experience from Orkla where he served as Group CFO for 6 years and Statkraft where he was Group CFO for 3 years. He has also had

several executive positions in Statoil over the course of 6 years. He has previously held board positions in Isola Holding AS, Statoil,

Orkla and corporate assembly in Jotun. Mr. Staff holds an MBA from the Norwegian School of Economics (2002) and an BA from the

Norwegian Business School. In addition to International Directors Program from INSEAD (2022) and the Advanced Valuation program

at NYU Stern School of Business (2023). Mr. Staff holds no shares directly and/or indirectly in Nel ASA.

MANAGEMENT

HÅKON VOLLDAL, CHIEF EXECUTIVE OFFICER

Håkon Volldal was appointed CEO effective 1 July 2022. Mr. Volldal has previous experience as Executive Vice President at TOMRA, and later as

President and CEO of Q-Free ASA, creating intelligent technology solutions for efficient, safe, and sustainable transportation. Mr Volldal holds an

MSc in Industrial Economics and Technology Management (civil engineering) from the Norwegian University of Science and Technology (NTNU).

KJELL CHRISTIAN BJØRNSEN, CHIEF FINANCIAL OFFICER

Kjell Christian Bjørnsen was appointed CFO effective 1 March 2020. Mr. Bjørnsen came from a position as Chief Financial Officer (CFO) of the Kavli

Group, and has, prior to that, held positions within business development, strategy, and finance in several global industrial companies, including

the CFO position of REC ASA. Mr. Bjørnsen holds a MSc in Chemical Engineering from the Norwegian University of Science and Technology (NTNU).

MARIUS LØKEN, CHIEF TECHNOLOGY OFFICER

Marius Løken assumed his role as Chief Technical Officer (CTO) of Nel ASA in June 2023. Prior to this, he honed his leadership at TOMRA Systems

ASA, ascending through positions like Head of Europe Asia Pacific, Head of Technology, and Head of Product Management. In total, Marius spent

over 23 years at TOMRA, making significant contributions across various technological and commercial facets. His academic foundation is rooted

in a Master of Science in Mechanical from the Norwegian University of Science and Technology (NTNU), with the master thesis conducted at

Michigan Technological University.

BIRGITTE NORDVIK, CHIEF PROJECT OFFICER

Birgitte Nordvik was appointed Chief Project Officer of Nel ASA December 2025. She brings extensive experience from the energy sector, where she

has held a variety of senior leadership roles, focusing on procurement, contract management and project deliveries in large scale energy projects.

Prior to joining Nel, Ms. Nordvik was the Vice President of Contract and Procurement management at Aker Energy, Vice President of Global

Procurement at Petroleum Geo-Services and Vice President of Strategic Supply Management at Aker Solutions. Her career also includes significant

management positions at BW Offshore, Renewable Energy Corporation, Norsk Hydro, Statoil (now Equinor) and Norske Shell. Ms. Nordvik holds a

Master’s degree in Petroleum Economics, Project-, and Contract Management from the University of Stavanger (UiS).

ANNE LIBERG, CHIEF HUMAN RESOURCES OFFICER

Anne Liberg became CHRO on 2 April 2024. A Norwegian citizen, she has extensive leader experience from McKinsey & Company (1995-2016)

spanning from IT-Management to leading the Administration in the Oslo Office. She holds a Computer & Information Sciences degree from the

Norwegian School of Information Technology. After leaving McKinsey in 2016, she was a part of the founding team at Arundo Analytics, serving first

as Chief of Staff, then as CHRO, contributing to its strategic HR development. Her tenure at Arundo has been marked by significant contributions to

the company’s strategic growth and HR strategy, focusing on building a global organization from a people perspective.

STEIN OVE ERDAL, CHIEF LEGAL OFFICER

Stein Ove Erdal is Chief Legal Officer and joined Nel in May 2019. Erdal comes from a position as an Associate General Counsel in Nexans Norway

AS where he worked for nine years with complex offshore EPCI and EPC projects. He also has experience from working as a lawyer in the oil and gas

division of Arntzen de Besche, as a deputy judge and as a defence counsel. Erdal holds a Cand. Jur. (Qualifying law degree) from the University of

Oslo.

TODD CARTWRIGHT, CHIEF COMMERCIAL OFFICER

Todd Cartwright joined Nel as Chief Commercial Officer, effective January 2nd, 2024. A US citizen with a BS in Mechanical Engineering, he brings

over 30 years of energy sector experience. Mr. Cartwright has held key roles at CB&I and Technip Energies, notably as Commercial Vice President at

the latter. In this role, he led business development, key account management, and strategic partnerships, and was responsible for commercial

leadership of strategic projects across legacy and energy transition markets such as CCUS, Hydrogen, Ammonia, BioFuels, LNG, and Circularity.

TUSHAR GHUWALEWALA, SVP PEM OPERATIONS

Tushar Ghuwalewala assumed the role of Vice President of Operations for the PEM Division in April 2020, and assumed full responsibility for PEM

Operations in October 2024. Since joining Nel in 2000, Mr. Ghuwalewala has held positions across Engineering, Technical Service, and various

Leadership roles. Prior to his tenure at Nel, he contributed to projects supporting NASA at ABB Lummus Global. Mr. Ghuwalewala holds both a

Bachelor of Science and a Master’s degree in Mechanical Engineering from Tulane University (US), and is a US citizen.

MATS BOHMAN, VP ALKALINE OPERATIONS

Mats Bohman joined Nel in 2023 and was appointed VP Alkaline Operations in December 2025. Prior to this role, he served as Manufacturing

Expansion Director for Nel’s Alkaline division, where he led the establishment of electrode manufacturing processes and development of next-

generation electrolyser production equipment. Before joining Nel, Mats held senior leadership positions at Veoneer and Autoliv, including General

Manager and Plant Manager roles with full P&L responsibility and oversight of several hundred employees. He also served as Corporate Indirect

Purchasing Director at Veoneer, leading a global team across Europe, North America, and Asia. Mats holds a Master of Science in Mechanical

Engineering from Chalmers University of Technolgy.

Values

We are bold

We lead the way in our industry, dare to place

calculated bets and turn what used to be

impossible into reality

We are honest

We do what we say and are open about what

we do, share knowledge and experiences

with our colleagues and customers, and hold

ourselves accountable if we make mistakes

We keep it simple

We always focus on our core business targets,

develop simple and time-efficient processes,

and move forward at great speed

Report from the

Board of Directors

Nel ASA | Annual Report 2025

Table of contents

Report from the Board of Directors

Highlights

Key figures

Group

Financial review

Income statement

Financial position

Cash flow

Nel Alkaline Electrolyser

Financial review

Nel PEM Electrolyser

Financial review

Corporate developments

Shareholders and financing

Distribution of known institutional shareholders

Strategy

Climate-related scenario resilience in Nel’s strategy

Strategic alliances

Memberships and associations

Risks and opportunities

Outlook

Responsibility statement

Nel ASA | Annual Report 2025

Report from the Board of Directors

Highlights

• Revenue of NOK 963 million, a decline of 31% compared to 2024

• Year-end cash balance of NOK 1 617 million (2024: 1 876)

• Order intake of NOK 1 126 million (2024: NOK 977 million) which

resulted in an order backlog at end of 2025 of NOK 1 319 million,

down 18% from 2024

• PEM electrolyser received an equipment order of more than USD 50

million for projects in Norway

• Received the third purchase order for a containerized PEM solution

from H2 Energy

• Received a purchase order for approximately USD 7 million from steel

producer in the U.S

• Received a purchase order for approximately USD 6 million to be used

by the U.S. Navy

• Adjusted capacity to demand by reducing workforce and temporarily

halting production at the Alkaline production facility in Herøya,

Norway

• Signed EPC collaboration agreement and conducted a NOK 353

million private placement with Samsung E&A

• Strengthened its industry leadership as the final investment decision

was taken to industrialize the Next Generation Pressurized Alkaline

platform

Total recordable injuries rate (TRIR) is measured as total recordable injuries per million

hours worked.

Total recordable injuries rate (TRIR) is measured as total recordable injuries per million

hours worked.

Overall equipment effectiveness (OEE) considers all of availability, performance and

quality. Not reported in 2025 due to halted production

Key figures

Performance measures

2025

2024

2023

Revenue

963

1 390

1 350

EBITDA

-275

-173

-272

Operating loss

-1 365

-389

-444

Pre-tax income (loss)

-1 296

-264

-574

Net income (loss)

-1 265

-258

-566

Net cash flow from operating activities

-261

-242

-670

Cash balance end of period

1 617

1 876

3 363

Order intake

1 126

977

1 140

Order backlog

1 319

1 614

2 093

TRIR

6.1

5.2

19.6

LTIR

0.0

2.7

11.2

Number of fatal accidents

Number of employees

346

409

418

Women in executive management

22.2%

11.1%

GHG intensity

5.82

17.47

22.81

Alkaline OEE

N/A

65%

67%

Alkaline stack yield

N/A

97%

99%

PEM stack yield

96%

99%

94%

Yield is defined as a complete product that is quality approved (without repair and rework)

and ready for the customer. Material from a not approved product is reused. Not reported in

2025 due to halted production

Yield is defined as a complete product that is quality approved (without repair and rework)

and ready for the customer. Platinum is recovered.

Nel ASA | Annual Report 2025

Group

Financial review

Amounts in NOK million

2025

2024

Change

Revenue

963

1 390

-31%

EBITDA

-275

-173

Order intake

1 126

977

15%

Order backlog

1 319

1 614

-18%

Number of employees

346

409

-15%

Total assets

4 957

6 304

-21%

Revenue & Order intake, order backlog, EBITDA and employees

436

708

1,350

1,390

963

500

1,000

1,500

2,000

2,500

2021 2022 2023 2024 2025

Revenue Order intake

937

2,224

2,093

1,614

1,319

500

1,000

1,500

2,000

2,500

2021 2022 2023 2024 2025

Order backlog

-306

-428

-272

-173

-275

-500

-400

-300

-200

-100

2021 2022 2023 2024 2025

EBITDA

267

334

418

409

346

100

150

200

250

300

350

400

450

2021 2022 2023 2024 2025

Employees

Nel ASA | Annual Report 2025

Income statement

(comparable amounts in brackets, in NOK million)

Delays in announced government incentives, higher interest rates, and

higher than expected costs for building and operating hydrogen facilities

(outside of Nel’s core scope) have led to lower than expected order intake

for the industry and Nel in the last years, as well as delays and

cancellations of already signed projects. Nel did therefore in 2025 have

lower revenues than in the previous two years. As a result of lower activity,

Nel adjusted its organizational and production capacity to meet expected

market growth, while continuing to invest in next generation technologies.

Nel does depend on increasing revenues to achieve profitability.

Nel reported revenue in 2025 of NOK 963 million, a 31% decline from NOK

1 390 million in 2024. The decline is driven by 44 % revenue decrease in Nel

Alkaline Electrolyser, offset by an 5% increase in Nel PEM Electrolyser.

Order intake in 2025 was NOK 1 126 million (977) which resulted in an order

backlog at end of 2025 of NOK 1 319 million, down 18% from 2024. The

decrease in backlog has been impacted by cancellations during the year as

the order intake is in excess of revenue. The backlog only includes firm

purchase orders with agreed price, volume, timing and terms and

conditions. The note on Alternative Performance Measures quantifies the

distribution of backlog over time and quantifies the risk in the backlog. The

decrease in order backlog is mainly explained by terminations and

cancellations, as order intake for the year exceeds revenue.

Raw materials expenses totalled NOK 401 million (504), a decrease of 21%

from 2024. The decrease is driven by lower volume sold, revenue with no

delivery of equipment (cancellation fees and engineering hours). Raw

materials in % of revenue is 42% in 2025 compared to 36% in 2024.

Personnel expenses amounted to NOK 569 million (646). The number of

employees went down from beginning to end of 2025, the average number

of full-time employees went down from 423 employees in 2024 to 370 in

2025. Other operating expenses also decreased 22% and totalled NOK 405

million (518) for the year. The high level of personnel and other operating

costs are the results of Nel’s decision to continue to invest in growth.

EBITDA ended at NOK -275 million (-173).

Depreciation, amortisation and impairment increased to NOK 1 090 million

(216). Prototype testing of the next-generation pressurized alkaline

electrolyser in the year confirmed that the technology will take a market

leading position. Construction of a 1 GW production line at Herøya has

been initiated and commercial launch is planned in the first half of 2026.

As the next generation technology is likely to negatively influence the

market outlook for current platforms, Nel recognized impairment losses of

NOK 361 million related to part of the production equipment at Herøya,

Norway, and impairment losses of NOK 439 million related goodwill and

intangible technology assets resulting from the acquisition of what is now

Nel PEM electrolyser in 2016.

As a result of all the above, the operating loss amounted to NOK -1 365

million (-389).

Net financial items amounted to NOK 69 million (125). Nel received NOK 93

million in interest from banks in the current year in comparison to NOK 128

million in 2024, a reduction caused by the lower cash balance and

decreased NOK interest rates. Pre-tax loss totalled NOK -1 296 million (-

264) and the net loss for the year was NOK -1 265 million, compared to a

loss of NOK -258 million in 2024.

Nel ASA | Annual Report 2025

Financial position

Total assets were NOK 4 957 million at the end of 2025, a decrease from

NOK 6 304 million reported at the end of 2024. Total equity at year end

amounted to NOK 3 933 million, resulting in an equity ratio of 79%. The

reduction in total assets was primarily influenced by the impairment of

production equipment within Alkaline operations and goodwill and

technology assets in PEM, which together totalled NOK 800 million. This

impairment of technology led to a decrease in the recognised deferred tax

liability, reducing its book value by NOK 27 million. Furthermore, currency

translation effects arising from the conversion of USD-denominated

subsidiaries to NOK resulted in a reduction in equity of NOK 134 million,

reflecting the weakening of the USD relative to NOK.

The financial position was also affected by a customer defaulting on

payment. Nel accepted previously delivered goods as settlement for the

outstanding receivables, which led to a decrease in trade receivables and

a corresponding increase in inventory by approximately NOK 362 million.

These goods remain unsold and continue to be held in inventory at the end

of 2025.

Cash flow

Net cash flow from operating activities in 2025 was NOK -253 million,

compared to NOK -242 million in 2024. The development is negatively

impacted by the decreased volumes sold, partly offset by lower personnel

expenses. Net cash flow from investing activities was NOK -305 million

(-548). Nel has purchased property, plant and equipment for NOK 145 (527)

million in 2025, mainly related to the PEM expansion in Wallingford.

Nel’s cash balance at the end of 2025 was NOK 1 617 million (1 876). The

decrease from end of 2024 of NOK 258 million is a result of negative cash

flow from operations and continuing investments in technology and

production capacity, partially balanced by issuance of equity.

The company estimates it has sufficient working capital for the 12 months

following the balance sheet date. In accordance with section 3(3a) of the

Norwegian Accounting Act, the board of directors, therefore, confirms that

the financial statements have been prepared on the assumption of a going

concern.

Nel ASA | Annual Report 2025

Nel Alkaline Electrolyser

Financial review

Amounts in NOK million

2025

2024

Change

Revenue

562

1 009

-44%

EBITDA

-16

127

Order intake

577

-83%

Order backlog

440

1 290

-66%

Number of employees

184

229

-20%

Total assets

2 048

2 508

-18%

Revenue & Order intake, order backlog, EBITDA and employees

Nel Alkaline Electrolyser revenues are 44% lower than in 2024. Nel

achieved major milestone deliveries on contracts in the backlog, and

experienced cancellations resulting in the order backlog for Alkaline

Electrolyser ending at NOK 440 million. The note on Alternative

Performance Measures quantifies the distribution of backlog over time and

quantifies the risk in the backlog. Nel has secured paid front-end

engineering and development studies for projects above 100 MW. These

activities lay the foundation for future order intake of firm equipment orders.

In 2023, 2024 and 2025 order intake was low as final investment decisions

on large target customer projects were pushed to future periods.

As a result of renewable hydrogen projects taking longer time to reach final

investment decision than anticipated and existing contracts being

significantly delayed or cancelled as customers fail to secure funding, Nel

has a larger inventory of finished goods and lower backlog for 2026 delivery.

Nel’s cost structure and the utilization of the Herøya production capacity

(temporarily idled) are therefore being adjusted to market demand. Nel has

339

876

1,009

562

500

1,000

1,500

2021 2022 2023 2024 2025

Revenue Order intake

564

1,681

1,654

1,290

440

500

1,000

1,500

2,000

2021 2022 2023 2024 2025

Order backlog

-144

-184

-29

127

-16

-200

-150

-100

-50

100

150

2021 2022 2023 2024 2025

EBITDA

120

167

243

229

184

100

150

200

250

300

2021 2022 2023 2024 2025

Employees

Nel ASA | Annual Report 2025

recognised impairment expenses of NOK 361 million in 2025 for idle

production lines for current technology. Number of employees decreased

to 184, compared to 229 at the end of last year.

EBITDA for the year was NOK -16 million compared to 127 last year. The

decline in EBITDA compared to last year is a result of low order intake over

several periods which have led to a lower volume of customer deliveries.

Project margins are generally up compared to previous years as project

execution has improved. EBITDA includes R&D expenses of NOK 81 million

(103) in 2025.

Due to the anticipated impact of next-generation technology on the market

outlook for existing platforms, the likelihood of restarting line 1 or

constructing line 3 has decreased by the end of 2025. Consequently, Nel

has recognised a full impairment loss on assets associated with line 1 at

Herøya, amounting to NOK 291 million, as these assets became idle during

the year. Furthermore, the planned expansion of line 3 - which currently

comprises acquired long-lead items not yet installed and classified under

assets under construction - has been fully impaired in the amount of NOK

70 million. In total, Nel has recognised impairment expenses of NOK 361

million in 2025 for idle production lines for current technology in Alkaline

segment.

Technology development

As the renewable hydrogen industry continues to develop, Nel is at the

forefront of the industrialization of electrolyser production and of product

development within several electrolyser technologies. Nel is continuing to

invest in the development of large-scale industrialisation of electrolyser

products. In addition, Nel is working to develop a pressurized alkaline

electrolyser. All of these development activities target increases in

functionality and decreases in levelized cost of hydrogen for our current

and future customers and are intended to increase demand for our

products globally.

Nel has been developing its next-generation pressurized alkaline

technology for more than seven years. The technology is currently being

prototyped with promising results, and the potential industrialization is

planned at Herøya, Norway. Total technology spend for 2025 in Alkaline

was NOK 162 million (225), of which NOK 81 million (121) and NOK 81

million (103) has been capitalised and expensed, respectively.

Production capacity development

Production lines at Herøya, Norway, are idled due to low order intake in

recent periods, and delays and cancellations of projects in the order

backlog.

For the industrialization of this next-generation pressurized alkaline

technology, Nel has been selected for a grant from the EU Innovation Fund

of up to EUR 135 million. The support will be phased with Nel’s own

investments for up to 4 GW of capacity for pressurized electrolyser

equipment in Norway. During 2025, Nel strengthened its industry

leadership as the final investment decision was taken to industrialize the

Next Generation Pressurized Alkaline platform and invest in 1GW of

production capacity. Decision to further expand the capacity depends on

achieving successful testing, market acceptance of the new technology

and overall market development. There are no contractual commitments

beyond December 2025 for the Herøya production lines.

Key commercial activities

• Order intake in 2025 was NOK 99 million (2024: 557) which resulted in

an order backlog at the end of 2025 of NOK 440 million, down 66% from

2024.

• Signed EPC collaboration agreement with Samsung E&A.

Nel ASA | Annual Report 2025

Nel PEM Electrolyser

Financial review

Amounts in NOK million

2025

2024

Change

Revenue

401

381

EBITDA

-138

-165

Order intake

1 027

400

157%

Order backlog

878

324

171%

Number of employees

139

150

-7%

Total assets

1 661

1 755

-5%

Revenue & Order intake, order backlog, EBITDA and employees

Nel PEM Electrolyser revenue in 2025 was 5% higher than in 2024 driven by

sales of containerized PEM products.

The PEM segment has a record high order backlog of NOK 878 million,

following the high order intake of NOK 1 027 million in the period. The

overall demand for PEM has increased for 2-20MW projects.

The 500 MW expansion program for Wallingford facilities remains on plan

and the facility is expected to be fully operational in 2026. The increased

capacity will allow for a significant continued growth in revenues and a

significant decrease in production cost per unit over time. Actual capacity

utilization depends on order intake.

EBITDA for the year was NOK -138 million (-165). As for the alkaline

segment, project margins are in general up compared to previous years due

to improved execution of production and projects. EBITDA includes R&D

expenses of NOK 154 million (126) in 2025.

382

369

474

381

401

200

400

600

800

1,000

1,200

2021 2022 2023 2024 2025

Revenue Order intake

373

543

440

324

878

200

400

600

800

1,000

2021 2022 2023 2024 2025

Order backlog

-66

-120

-130

-165

-138

-200

-150

-100

-50

2021 2022 2023 2024 2025

EBITDA

120

137

145

150

139

100

120

140

160

2021 2022 2023 2024 2025

Employees

Nel ASA | Annual Report 2025

Prototype testing of the next-generation pressurized alkaline electrolyser in

the year confirmed that the technology will take a market leading position.

The next generation technology is likely to negatively influence the market

outlook for current platforms. The results of the annual impairment test for

the PEM segment conclude impairment expense of NOK 439 million which

has been allocated NOK 311 million to goodwill and NOK 128 million to

technology. Both the goodwill and technology impaired in 2025 were

initially recognised as allocated purchase price from the 2016 acquisition

of PEM.

Technology development

In order to meet new large-scale opportunities within the PEM portfolio, Nel

is developing a next generation PEM platform. These development

activities target increases in functionality and decrease in levelized cost of

hydrogen for our current and future customers and are intended to

increase demand for our products globally.

Total technology spend for 2025 in PEM was NOK 218 million (140), of

which NOK 64 million (15) and NOK 154 million (126) has been capitalised

and expensed, respectively.

Key commercial activities

• Order intake in 2025 was NOK 1 027 million (2024: 400) which resulted

in an order backlog at the end of 2025 of NOK 878 million, up 171%

from 2024.

• PEM electrolyser received an equipment order of more than USD 50

million for projects in Norway.

• Signed EPC collaboration agreement with Samsung E&A.

• Received the third purchase order for a containerized PEM solution

from H2 Energy.

• Received a purchase order for approximately USD 7 million from steel

producer in the U.S.

• Received a purchase order for approximately USD 6 million to be used

by the U.S. Navy.

• Other purchase orders include multiple smaller containerized

electrolysers, and industrial products.

Nel ASA | Annual Report 2025

Corporate developments

• Nel raised NOK 353 million in gross proceeds through a private placement in March 2025

Nel ASA | Annual Report 2025

Shareholders and financing

Nel’s shares are listed on the Oslo Stock Exchange under the ticker “NEL”.

At the end of 2025, the company had 1 838 457 834 issued shares, each

with a nominal value of NOK 0.20 per share. This comprised 1 838 039 801

outstanding shares and 418 033 treasury shares.

Euronext VPS recorded 27 526 known shareholders as of 31 December

2025. In addition, a substantial number of unknown shareholders owning

shares through custodians, such as Clearstream Banking. The list of known

shareholders includes a considerable number of Nordic institutional

investors and private investors. Regarding the unknown shareholders,

Nel’s last investigation of investors owning shares through custodians

indicated a large number of the shareholder base was located in

Continental Europe. A detailed shareholder overview will be available no

later than six weeks before the annual general meeting and can be

requested via the company’s website.

According to FactSet, who monitors filings from institutional investors (not

always visible on Euronext VPS), the following is the top 20 shareholder

overview (on an ultimate parent level) as of 31 December 2025.

Country of known institutional shareholders/insiders according to FactSet

Distribution of known institutional shareholders

Top 20 Institutional shareholders

% of shares

outstanding

Samsung E&A Co., Ltd.

9.09

The Vanguard Group, Inc.

3.47

Folketrygdfondet

0.95

Van Eck Associates Corp.

0.75

green benefit AG

0.64

Global X Management Co. LLC

0.60

Legal & General Investment Management Ltd.

0.56

Invesco Capital Management LLC

0.47

Montpensier Arbevel SAS

0.39

Global X Management Co. (UK) Ltd.

0.24

Dimensional Fund Advisors LP

0.20

Charles Schwab Investment Management, Inc.

0.19

LLB Invest Kapitalanlagegesellschaft mbH

0.19

Storebrand Asset Management AS

0.15

Hanwha Asset Management Co., Ltd.

0.15

Renta 4 Gestora SGIIC SA

0.15

KB Asset Management Co. Ltd.

0.15

Vanguard Fiduciary Trust Co.

0.10

Raiffeisen Kapitalanlage-Gesellschaft mbH

0.10

Global X Management (AUS) Ltd.

0.10

Source: FactSet, as of 31.12.2025

Source: FactSet as of 29.01.2026

9.4%

5.9%

1.3%

1.1%

13.6%

65.7%

South Korea

United States

United Kingdom

Norway

Germany

Other known

Not Identified

Nel ASA | Annual Report 2025

The company has placed considerable emphasis on providing shareholders, capital market participants and other stakeholders with timely and relevant

information about the company and its activities in compliance with applicable laws and regulations. Nel is committed to increasing awareness of the share

in Norway and abroad and believe in a transparent and honest communication with the market.

Nel ASA | Annual Report 2025

Strategy

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

hydrogen technology company. Nel’s business model is built on enabling

the transition to a low-carbon energy system through developing,

producing and delivering technology for sustainable hydrogen production.

Nel develops and manufactures alkaline and proton exchange membrane

(PEM) electrolyser technologies to help decarbonizing hard-to-electrify

industries such as steel, ammonia, refining, and heavy-duty transport.

Nel operates in B2B markets, supplying industrial customers and energy

providers with equipment and services for renewable hydrogen production,

grid balancing, and energy storage. Nel operates in a global market, with

main focus on Europe and North America, with opportunities also in Asia,

the Middle East, and Australia. Nel’s global reach is strengthened by a

partnership strategy and an international network of agents, enabling the

company to service various geographical markets effectively.

Nel is a leading global electrolyser supplier, offering both AWE (alkaline

water electrolysis) and PEM (proton exchange membrane) technology

globally. Nel’s investment in next-generation technologies aims to

enhance efficiency, reduce capital expenditure, and simplify deployment,

making hydrogen projects more viable and cost-effective. Automated

manufacturing facilities, supported by initiatives such as the EU Innovation

Fund, position Nel to set industry standards for performance and cost

competitiveness. The company’s modular, safety-focused platforms are

designed to facilitate large-scale adoption and commercial validation,

reinforcing Nel’s leadership in the global energy transition.

Governments and companies continue to focus on their energy transition

and greenhouse gas reduction roadmaps. For many, renewable hydrogen

is an integral part of the strategy. The company’s market analysis aligns

with broader industry trends, suggesting that investments in electrolyser

projects will continue to rise significantly in the coming years. While

Europe’s largest existing hydrogen plants currently have capacities of

around 20 MW, future facilities are expected to scale up to hundreds of MW

and eventually reach gigawatt (GW) size. Nel aims to capture large-scale

contracts by adopting a broad-based market approach.

For projects requiring greater capacity, Nel is refining its scope by focusing

on the supply of high-efficiency, low-cost cell stacks and gas separation

units. By working closely with selected engineering, procurement and

construction (EPC) firms, energy providers, and downstream technology

partners, Nel can meet customer needs that fall outside its standard

offerings. This targeted approach allows the company to deliver tailored

solutions for larger and more complex projects.

Nel ASA | Annual Report 2025

Climate-related scenario resilience in Nel’s strategy

Considering that 100 % of Nel’s revenue comes from renewable hydrogen

technology, the resilience of Nel’s strategy within the different climate-

related scenarios is robust. Key considerations are how fast our customers’

industries will grow and develop, how complex and price competitive this

sustainable technology will be, and developments within renewable energy

and the related grid. Nel’s strategy is stress-tested against different

scenarios to assess parity with both fossil energy, grey and blue hydrogen.

Although the hydrogen market is already substantial, only a fraction is

currently served by water electrolysis, presenting significant opportunities

for further renewable adoption. In addition, there are regulations

supporting the transition across the globe. Growth is expected not only to

come from industrial applications, but also from currently transitioning

diesel-based heavy-duty transportation, maritime and other hard-to-

electrify applications into zero-emission hydrogen.

There is significant uncertainty associated with the timing and pace of the

growth expected in the hydrogen industry as it relates to renewable energy

(as storage or carrier) and the decarbonization of industrial activity (such

as refinery, steel or fertilizer production) and transportation (airline, marine,

vehicles). There is a risk that Nel is moving either too quickly or too slowly,

meaning the company are either over- or under investing in assets,

technology and/or human capital development. Nevertheless, the global

focus on addressing climate change through decarbonization is the

megatrend that underpins our current strategy.

Nel ASA | Annual Report 2025

Strategic alliances

Cooperation is vital in a rapidly growing renewable hydrogen industry.

Combining resources, expertise and knowledge is a key enabler that allows

Nel to improve its entire value chain effectively and rapidly, from

engineering and procurement through installation, service, commissioning

and aftersales. Strategic alliances can help shorten the timeline to

achieving full competitiveness for Nel’s technologies. The company is

engaged in numerous strategic alliances, both domestically and

internationally, with partners that share the same values and commitment

to customer dedication. Nel is actively pursuing new alliances in all areas

of the business.

Some of Nel’s alliances include:

• EPC-partners: Enabling turnkey solutions for large scale hydrogen

production facilities with predictable project execution.

• Energy sources: Working with solar, wind and other technology

providers to optimize the interface between renewable energy and

electrolysis and optimizing the cost of renewable hydrogen production

through seamless operation between the power supply and the

electrolysis process.

• Downstream technology partners: Optimizing the total offering

through technical collaboration with specialists in key customer

segments such as ammonia, methanol and local back-up power.

Memberships and associations

Nel is member of several associations with a national, European and global

footprint. The presence in these associations enables the company to

communicate Nel’s position, market its technologies and support the

development of appropriate hydrogen legislation and regulation.

Some of the memberships include:

Membership and Association

Role

Hydrogen Europe (EU)

Corporate member

Fuel Cell & Hydrogen Energy Association, FCHEA (US)

Corporate Member

Hydrogen Council (International)

Corporate member

Norsk Hydrogenforum (Norwegian Hydrogen Association)

Corporate member

Renewable Hydrogen Alliance (US)

Corporate member

Clean Hydrogen Futures Coalition, CHFC (US)

Corporate member

California Hydrogen Business Council, CHBC (US)

Corporate member

Ammonia Energy Association (US)

Corporate member

Nel ASA | Annual Report 2025

Risks and opportunities

Nel’s regular business activities entail exposure to various types of risk. The

company proactively manages such risks, and the board of directors

regularly analyses its operations, and potential risk factors and takes steps

to reduce risk exposure.

Nel places strong emphasis on quality assurance and has implemented

quality-assurance systems in line with the requirements applicable to its

business operations.

Nel is operating in a fast-growing emerging market, with a long list of

potential customers in many regions. The need to address growth

opportunities and make investments ahead of actual market demand and

revenue recognition, balanced with the need to appropriately allocate

capital and demonstrate a viable business model, is a continual challenge.

In this phase of fast growth, the risks associated with technological change

are higher than in more mature industries. Other technologies under

development could potentially make renewable hydrogen less relevant for

the future. Additionally, if competitors gain advantages in the development

of alternative electrolyser technologies, this could affect the competitive

position of the group.

Nel’s ability to grow depends to a substantial degree on its ability to

successfully win new customers, and to maintain and grow its

relationships with existing customers. Several of Nel’s existing and

potential customers are themselves planning for substantial growth, and

should these customers fail to succeed with their business plans or fail to

fulfil their contracts with Nel, Nel’s sales to such customers may be

adversely affected.

Nel is also to a certain degree dependent on a limited number of third-party

suppliers for key components for its electrolyser products. To reduce the

sourcing risk Nel’s supply chain strategy is to have dual supply chains.

There are increasing risks that global trade barriers may increase the cost

of green hydrogen plants and the risk of already awarded subsidies and

incentives being amended. Nel currently has few components with single

source and is at the risk of temporary supply chain disruptions should one

or more suppliers fail to deliver. Another supply chain risk is whether the

suppliers can follow the expected growth of the industry. In addition to

making its current supply chain more robust, Nel is working to facilitate

increasing volumes from important sub-suppliers. The timing of addressing

such elements and risks is important. Moving too fast could result in an

unnecessarily high cost level, with cash requirements beyond the current

financing plan.

Nel ASA | Annual Report 2025

CLIMATE-RELATED RISK FACTORS

Nel assesses climate transition risks into two major categories: (1) risks

related to the transition to a low-carbon economy and (2) risks related to

the physical impacts of climate change. No significant climate related risk

has been identified to affect our physical assets or operations in the short

and mid-term. Climate event risks are not considered to have a severe

impact to our operations, although consideration shall be taken for

alternative sources of water in water stressed regions (such as water

desalination) or selective product safety adaptions in regions prone to

events such as flooding and earthquake.

The climate transition will create a market for several competitors, allowing

customers to select the product technology that better suit their need. Due

to the rapid growth of the industry, there is an increased risk related to

product failure and technology obsolescence. The reputational damage

risk from product failure and failure to meet high expectation from our

customers may affect the eligibility of our equipment technology. Nel

prioritizes investments in R&D, allocating resources to meet regulation and

market demands.

Lastly, the local authorities and governments have an important role in the

renewable hydrogen sector by enacting legislations that support research

and innovation and scalable investments in production and infrastructure.

Reduced and/or delayed support from governments will delay the

developments of the renewable hydrogen industry. Political incentive

schemes are expected to be important contributors to developing the

industry.

Nel ASA | Annual Report 2025

Outlook

Sustainability future prospect

The urgency of shifting to a low-carbon economy is a high priority for several

governments. Being accountable for the company’s environmental

footprint is emerging as a pivotal component in corporate transparency,

and Nel aims to provide information as expected by its key stakeholders.

Nel, supported by a wide body of research, strongly believes that the

renewable hydrogen market has a large potential. Virtually every industry

needs to realign their energy mix to stand a chance of achieving the UN

Sustainable Development Goals. Renewable hydrogen will have to be a

part of the mix that enables the transition. With an ambitious strategy of

drastically reducing the levelized cost of hydrogen (LCOH) to customers,

Nel has established a solid framework for its technology, engineering and

production activities for the years to come. The company must ensure that

sustainable business practices are guiding the operations, with scalability,

cost-leadership and world-class safety at the core. During the ramp-up

stage of Nel’s business, taking a precautionary principal approach is

necessary to promote sustainability within the organization. Moving

forward, Nel’s global presence, coupled with strong financing, will help Nel

remain the preferred partner.

Financial outlook

Nel’s strategy is to deliver reliable and energy-efficient electrolyser stacks

and balance of stack systems to customer projects globally. To handle the

scope Nel does not cover, Nel has partnered with world-class EPC

companies. This approach allows Nel to focus its efforts and resources on

improving its core technology.

The company is well positioned to maintain a leading role among

electrolyser manufacturers. A proven track record of delivering working

electrolyser systems over several decades, a diverse product portfolio

covering both alkaline and PEM solutions, and automated GW-scale

production facilities are important differentiating factors. Nel continues to

make significant investments in improving the performance of current

technology and maturing next generation technologies. Nel’s industrial and

technological development is strengthened by its strategic collaborations

with partners such as General Motors, Reliance, Samsung E&A and Saipem.

Delays in and cancellations of announced government incentives, higher

interest rates, and higher than expected costs for building and operating

hydrogen facilities (outside of Nel’s core scope) have led to lower than

expected order intake for the industry as a whole and for Nel in the last

years, as well as delays and cancellations of already signed projects. Nel

has a solid cash balance that, in combination with adjustments to the cost

base and capacity utilization, allows the company to fund its operations,

investment in technology development and to be ready to return to its

growth strategy when the market returns.

Several high-quality projects with reputable clients continue to mature and

get closer to final investment decisions. In the near- to mid-term, Nel

expects projects to be smaller than what was anticipated a few years ago.

Nel is well-positioned to capture these near-term opportunities and scale

with the market as it grows. Nel has for years served various applications

for local hydrogen production, defence and other specialty segments, and

this remains a viable segment. Nel has demonstrated segment profitability

in quarters with solid capacity utilisation, and expects to achieve

profitability for the whole business once the market develops into solid

growth.

Nel ASA | Annual Report 2025

Responsibility statement

We confirm that, to the best of our knowledge, the financial statements for the period from 1 January 2025, up to and including 31 December 2025, have been

prepared in accordance with applicable accounting standards and give a true and fair view of the assets, liabilities, financial position and profit or loss of the

company, and that the directors’ report includes a fair review of the development and performance of the business and the position of the company as a whole

together with a description of the principal risks and uncertainties the company faces.

Oslo, 25 February 2026

The Board of Directors

Arvid Moss

Chair

(Electronically signed)

Beatriz Malo de Molina

Board member

(Electronically signed)

Charlotta Falvin

Board member

(Electronically signed)

Jens Bjørn Staff

Board member

(Electronically signed)

Hanne Blume

Board member

(Electronically signed)

Tom Røtjer

Board member

(Electronically signed)

Gyu Yeon Kang

Board member

(Electronically signed)

Håkon Volldal

CEO

(Electronically signed)

Mission

Make renewable hydrogen easy

While some industries can decarbonize with clean electricity, sectors like steel,

refinery, and ammonia production face greater challenges. These hard-to-electrify

industries rely on renewable hydrogen to reduce emissions. Nel’s customers are

game hangers leading this transition, and our mission is to make their shift to

renewable hydrogen easy.

Nel ASA | ESG Report 2025

www.nelhydrogen.com

ESG Report

Nel ASA | ESG Report 2025

www.nelhydrogen.com

General information

B1 - Basis for preparation

Nel reports on sustainability matters at group level and discloses relevant

metrics and targets in the group’s integrated annual report, prepared in

accordance with the Voluntary Sustainability Reporting Standard (VSME). Nel

has chosen to apply both the Basic and Comprehensive Modules of the

standard. While the company was previously expected to report in accordance

with the Corporate Sustainability Reporting Directive (CSRD), this requirement

no longer applies following the adoption of the EU “Stop-the-Clock” directive.

The report implements considerations found in the Norwegian Accounting Act,

Task Force on Climate-Related Financial Disclosures (TCFD), Euronext ESG

Guidelines for listed companies, UN Guiding Principles on Business and

Human rights, the UN Global Compact and the OECD’s Guidelines for

Multinational Enterprises.

The scope of the report covers Nel ASA and all subsidiaries consolidated into

the Group’s financial statements. All operational sites and offices are included

in the environmental and social disclosures unless otherwise stated.

At the end of 2025, total assets amounted to NOK 4 957 and total revenue was

NOK 963 million. Further information on the Group’s financial position is

provided in the 2025 financial statements. The Nel Group employed 346

employees (headcount) at year-end.

NACE-Code

Description

28.99

Manufacture of other special-purpose machinery n.e.c.

72.19

Other research and experimental development on natural sciences

and engineering

71.12

Engineering activities and related technical consultancy

33.20

Installation of industrial machinery and equipment

The country of primary operations and location of significant assets are

Norway and the United States of America.

Sites

Address

Postal

Code

City

Country

Coordinates

Corporate

headquarters

Karenslyst

Allè 49

0279

Oslo

Norway

59.92128,

10.68205

Electrolysers

Heddalsvegen

3674

Notodden

Norway

59.55637,

9.26179

Electrolysers

10 Technology

Drive

06492

Wallingford,

United

States

41.49198,-

72.76059

Electrolyser

Manufacture

Tormond

Gjestlands

Veg 29

3936

Porsgrunn

Norway

59.11624,

9.63746

Nel ASA | ESG Report 2025

www.nelhydrogen.com

C1 – Strategy: Business model and sustainability – related

initiatives

Nel’s business model is built on enabling the transition to a low-carbon energy

system through developing, producing and delivering technology for

sustainable hydrogen production. Nel develops and manufactures alkaline

and proton exchange membrane (PEM) electrolyser technologies to help

decarbonizing hard-to-electrify industries such as steel, ammonia, refining,

and heavy-duty transport.

Nel is investing aggressively in next-generation technologies across both of its

core platforms: PEM and alkaline electrolysers. The company’s focus is on

innovations that enable more viable business cases by reducing capital

expenditure, increasing efficiency, and simplifying transport and installation.

These advancements will make hydrogen projects easier to deploy and more

cost-effective, unlocking opportunities that were previously difficult to realize

without significant public support. Through this commitment to R&D, Nel aims

to accelerate the global transition to renewable hydrogen and reinforce its

position as a technology leader.

The company operates in B2B markets, supplying industrial customers and

energy providers with equipment and services for renewable hydrogen

production, grid balancing, and energy storage. Nel operates in a global

market, with main focus on Europe and North America, with opportunities also

in Asia, the Middle East, and Australia.

Nel collaborates across the value chain, working with EPC contractors,

renewable energy developers, and technology partners to deliver integrated

hydrogen solutions. Nel source key components from suppliers mainly in

Europe and North America, complemented by Asia, and apply integrity due

diligence and supplier assessments to ensure quality and sustainability.

Innovation and industrialization are core to the company’s strategy. Nel

operates automated manufacturing facilities with a combined annual capacity

of about 1.5 GW and is advancing next-generation alkaline technology with

support from the EU Innovation Fund. These initiatives aim to make renewable

hydrogen more accessible and cost-competitive, strengthening our role in the

global energy transition.

Market development

The hydrogen industry’s forward momentum is clear. According to Hydrogen

Council’s Global Hydrogen Compass 2025, the global clean hydrogen project

pipeline grew to more than 1,700 projects in 2025. Over 500 projects are

already in operation, under construction, or have passed final investment

decision, and committed investments now exceed $110 billion, signalling

strong confidence in hydrogen as a cornerstone of the energy transition.

At the same time, the market faces structural challenges identified in the IEA

Global Hydrogen Review 2025. Deployment has been slower than expected,

with project cancellations, delays and fewer final investment decisions as

developers reassessed commercial conditions, renewable power availability

and regulatory requirements. Low-emission hydrogen accounted for less than

one percent of global supply, and projects struggled to secure long-term

offtake, contributing to cautious purchasing behaviour among electrolyser

customers.

This dual reality underscores that technology leadership depends not only on

innovation, but on the ability to translate new technologies into commercially

viable solutions. Nel’s next-generation platforms are engineered with a strong

emphasis on safety, modularity, and operational simplicity, aiming to reduce

upfront complexity and ease deployment across projects. These design

choices have the potential to improve project economics and reduce reliance

on public subsidies over time. However, the development and roll out of new

technology platforms require commercial validation. While Nel’s next-

Nel ASA | ESG Report 2025

www.nelhydrogen.com

generation platforms represent a significant technological advancement, a

transitional period with continued risk-mitigation is expected until

performance and cost assumptions are proven at scale.

Important policy steps improved visibility for future investments

Public support remains critical for projects to reach investment decisions. In

2025, several important schemes were finalized, such as the United States

finalized guidance for the 45V tax credit, and the European Union advanced

the second round of the Renewable Hydrogen Bank. Several countries also

launched targeted auctions and industrial decarbonization programs, at the

same time, competition intensified globally, with China expanding its lead in

electrolyser installations.

Growth in demand remained concentrated in established sectors such as

refining and fertilizer production, while large-scale projects in emerging

markets largely stayed in early planning. The IEA emphasizes the need for

faster policy implementation and coordinated infrastructure planning to

deliver a 1.5°C-aligned transition.

Double materiality

Although the VSME standard does not require a double materiality

assessment, this approach has been continued as it provides valuable input

to sustainability work and strategic direction. The double materiality

assessment carried out in 2024 has been carried forward to ensure

consistency in the approach. During 2025, the assessment has been further

refined and developed, building on the process established in previous years

based on EFRAG’s implementation guidance.

Double materiality assessment methodology

Understand

Identify

Decide

Approve

Understanding the context

The process started with mapping Nel’s

activities and value chain, defining the

scope and time horizons of the

assessment, and identifying relevant

stakeholder groups that may be affected

by the company’s activities.

Identify impacts, risks and

opportunities

Potential impacts on people and the

environment, as well as sustainability-

related risks and opportunities for the

business, were identified through a

qualitative assessment covering Nel’s

own operations and relevant upstream

value chain activities, primarily based on

internal knowledge of first-tier suppliers.

Assess and determine material topics

The identified matters were assessed at a high

level based on their relative significance. The

assessment considered the severity of impacts

(including how serious and widespread they

may be and whether they can be mitigated or

remediated), the likelihood of potential

impacts and risks, and their potential

relevance to the company’s financial

performance and position.

Anchor the results

The results of the assessment were

reviewed internally and form the basis

for the sustainability topics presented

in this report. The outcomes were

approved by management.

Nel ASA | ESG Report 2025

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Stakeholder engagement

Nel’s double materiality assessment is based on stakeholder dialogue and a

due diligence process of the impacts, risks and opportunities created by Nel

and the company’s value chain. The preferred channels to engage with

stakeholders in 2025 were meetings, conferences, media and publications,

and quarterly results reports and presentations. The table below summarizes

key methods used to engage with stakeholders in 2025.

Stakeholder group:

Topics of importance

Methods of engagement:

Customers

• Product reliability and lifetime performance

• Energy efficiency and cost of ownership

• Safety and responsible supply chains

• Project execution and support

• Project-based communication and meetings throughout project

• Site tours and audits

• Tender responses and presentations

• Conferences, trade shows and other sales and marketing events

Suppliers

• Quality, cost and delivery performance

• ESG expectations and responsible business conduct

• Compliance with laws and standards

• Capacity and ability to scale with Nel

• Screening and qualification processes

• Supplier audits and ESG assessments

• Regular meetings on quality, delivery and improvement measures

• Site visits

Employees

• Occupational health and safety

• Career development and training

• Equal treatment, inclusion and anti-discrimination

• Transparent and timely communication

• Code of conduct and compliance

• Performance dialogues and reviews

• Town hall meetings

• Culture engagement surveys

• Negotiation with employee representatives (labour unions or equivalents)

• Code of conduct and compliance training

Shareholders and

capital market

participants

• Responsible operations

• Financial performance and profitability

• Reliability and long-term value creation

• Sustainability and risk management

• Quarterly results presentations and reports

• Annual report

• Capital market days

• Conferences, ad hoc meetings, and site visits

• Stock exchange filings, press releases

Governments and

authorities

• Regulatory compliance

• Grant schemes and funding criteria

• Energy-transition roadmaps and policy requirements

• Safety, reporting and industry standards

• Meetings and consultations

• Compliance-related reporting and documentation

• Participation in policy dialogues and industry forums

• Engagement related to public funding and Innovation Fund grants

Partners

• Technology development and performance

• Project execution and innovation

• Joint projects

• Multi-stakeholder collaboration forums

Nel ASA | ESG Report 2025

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Results

Material

Impacts on the environment and society (impact materiality), as well as

sustainability-related risks and opportunities affecting financial performance

(financial materiality), have been assessed. The results, aggregated at ESRS

topic level, indicate that Climate change (E1), Pollution (E2), Resource use and

circular economy (E5), Own workforce (S1), and Workers in the value chain (S2)

are the most material sustainability matters, alongside the entity-specific

topics of innovation and R&D, sustainability in electrolyser production, and

cyber security. Environmental impacts and risks under E1 and E5 are closely

linked to the scaling of electrolyser manufacturing to enable renewable

hydrogen production; while this contributes positively to climate mitigation, it

requires significant inputs of renewable energy and raw materials, resulting in

indirect environmental impacts across the value chain and financial exposure.

Social impacts and risks primarily relate to health and safety, working

conditions and labour rights in own operations and key parts of the supply

chain.

Not material

Affected communities, water, biodiversity and ecosystems, and consumers

and end-users have been assessed but are not considered material at this

stage. The company’s own operations are primarily located in developed

industrial areas with established infrastructure and regulatory oversight.

Operations are not situated in areas subject to water stress, near nor adjacent

to biodiversity sensitive areas. In addition, the company’s business model is

predominantly business-to-business, operating under established

contractual, technical and regulatory frameworks, which limits direct impacts

on consumers and end-users.

Based on the current scale, nature and geographic footprint of operations, as

well as the assessed severity and likelihood of impacts and financial risks,

these topics do not meet the thresholds for materiality at present. The

company will continue to monitor these areas as part of its ongoing due

diligence and double materiality process.

Source of estimate or uncertainty

Stakeholder feedback for double materiality assessment

The double materiality assessment is based on feedback from selected key

stakeholders representing their respective stakeholder groups. As this

approach relies on a sample, there is an inherent risk of misrepresentation. To

address this, Nel uses additional feedback channels, such as grievance

mechanisms and the investor relations function, to identify potential material

discrepancies. A summary of the stakeholder feedback and assessment

results were reviewed by employees with regular external stakeholder contact

and by senior management.

Key accounting estimates and judgements

Certain ESG data points, including selected KPIs and Scope 3 emissions, are

based on estimates and professional judgement. These estimates are

reassessed as reporting practices and data quality improve. Changes are

recognised in the period in which they are revised, and judgement is applied

when assessing the need for restatement of previously reported data.

Measurement of greenhouse emissions

Nel applies the Greenhouse gas protocol to account for greenhouse gas

emissions. For some categories, such as transportation and business

travelling, Nel relies on CO

emissions directly converted by vendors. In some

instances, Nel does not have access to the methodology applied by vendors

to convert its CO

emissions.

Nel ASA | ESG Report 2025

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Nel ASA | ESG Report 2025

www.nelhydrogen.com

ENVIRONMENT

Strategic role of renewable hydrogen

Nel enables the decarbonization of sectors where direct electrification is not

feasible. As a pure-play electrolyser technology company, Nel's core value

proposition aligns directly with climate transition objectives. Global hydrogen

demand reached approximately 100 million tonnes in 2024, yet less than 1%

was supplied from low-emissions hydrogen

. Hydrogen production today is

associated with nearly 1.3 billion tonnes of CO₂ equivalents annually

Renewable-powered water electrolysis offers a scalable pathway to avoid

these emissions.

C4 - Climate-related risks and opportunities

Opportunities

Climate opportunity underpins Nel’s business model. All strategic decisions,

investments, R&D activities and operations are focused on enabling

renewable hydrogen production and reducing reliance on fossil energy.

Demand is driven by strengthened climate targets, expanded renewable

capacity and decarbonisation needs in hard-to-abate sectors such as

ammonia, refining and shipping. Nel’s Alkaline and PEM technologies support

this transition through scalable and efficient electrolyser solutions. Hydrogen

also enhances energy resilience through storage and grid stability, while

evolving regulatory frameworks, including carbon pricing and renewable fuel

requirements, improve the competitiveness of renewable hydrogen and

support customer decarbonisation efforts.

International Energy Agency (IEA). Global Hydrogen Review 2025. Global Hydrogen Review 2025

– Analysis - IEA

IEA (2025), Breakthrough Agenda Report 2025, IEA, Paris,

Breakthrough Agenda Report 2025 – Analysis - IEA

Project spotlight: Swiss Green Hydrogen Ecosystem (Nether Gerskin)

The construction and ongoing operation of H2 Energy’s hydrogen production

plant in Nether Gerskin (Kubo) represents a critical step in decarbonizing

essential logistics and transportation processes in Switzerland. This facility is

designed to produce green hydrogen utilizing a direct electrical connection to

the Alpiq hydropower plant, ensuring that production is based solely on

renewable electricity. This sustainable approach offers a robust alternative to

conventional fuel sources for heavy-duty and light-duty fuel cell electric

vehicles.

Environmental and operational impact:

The Nether Gerskin plant is a cornerstone of the Swiss hydrogen infrastructure,

being the main producer supplying green hydrogen to fuel stations across

Switzerland. The green hydrogen supports logistics companies and food retailers

committed to decarbonizing their operations.

Operationally, the plant offers invaluable learning; the site has over five years of

experience running the electrolyser, compressor, and logistics, highlighting a

high learning curve in the pioneer phase of the hydrogen economy. Furthermore,

the project demonstrates a model for market replication, built through strong

partnerships with H2 Energy (the ecosystem architect), Hyundai (truck provider),

and Hydrospider (hydrogen distributor). New applications, such as fueling waste

collection trucks running on hydrogen, continue to emerge from this

collaboration.

Nel has supplied its PEM electrolyser technology for the site, which is described

as a core element of the entire system. This technology allows customers to

convert renewable energy into green hydrogen molecules for various

applications across the value chain. The close collaboration between Nel and

H2 Energy has focused on resolving issues and improving systems, providing

confidence to deliver turnkey power plants based on this experience.

Nel ASA | ESG Report 2025

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Risks

As a company Nel has assessed climate-related risks by identifying both

physical hazards and transition events that could affect its operations, value

chain and long-term competitiveness. Physical hazards considered include

acute events such as extreme weather, flooding and heatwaves, as well as

chronic conditions related to rising temperatures. These events may disrupt

production, affect workforce safety, delay customer deliveries or damage

leased facilities. Transition-related risks are tied to evolving climate policies,

carbon pricing mechanisms, regulations on critical minerals and potential

restrictions on PFAS, which are essential to the production of PEM

electrolysers.

To evaluate the exposure and sensitivity to these risks, Nel uses climate

scenarios based on the IPCC RCP 8.5 high-emission pathway. The analysis

indicates that workforce access, facility availability, and supply chain

resilience represent the most significant dependencies in a physical climate

event. Nel did not identify chronic climate risks that would require long-term

relocation of assets, and current facilities are leased with termination options

around 2030, providing flexibility if unprecedented events arise. Transition

risks could influence the availability and cost of key materials such as Iridium

and fluoropolymers, although ongoing programs to reduce precious metal use,

expand recycling and participate in research initiatives help mitigate these

exposures.

Nel assesses climate risks within defined time horizons, aligned with expected

developments in the hydrogen market. Short-term risks cover 2026, medium-

term risks cover 2027–2031, and long-term risks extend from 2031 to 2041.

Short- and medium-term risks are incorporated into the company’s Enterprise

Risk Management framework, while long-term results are used primarily for

strategic planning and technology development. The company has taken steps

to adapt to potential climate impacts. A catastrophe insurance policy is in

place to safeguard assets and manage potential losses from acute physical

events. Nel also works actively to reduce its dependence on vulnerable supply

chains, including lowering precious metal loadings in PEM technology,

increasing recycling efforts, and contributing to research initiatives that

support long-term material resilience. The company monitors regulatory

developments related to carbon pricing and PFAS restrictions and engages

with industry partners to ensure that regulatory proposals recognise the role

of clean-tech materials in achieving climate goals.

Although climate scenarios carry significant uncertainty, Nel expects that the

most material implications for the company relate not only to potential

physical and regulatory impacts but also to the opportunity to provide

technology that supports global industrial decarbonisation.

Project Spotlight: Climate Park Rame Dynamic Green Ammonia Plant

(Denmark)

The construction of Skovgaard Energy’s dynamic ammonia plant at Climate Park

Rame represents a critical step in decarbonizing essential industrial processes.

This facility, developed in collaboration with the Danish Energy Technology

Development and Demonstration Programme (EUDP), Vestas and Haldor Topsøe,

is designed to produce green ammonia utilizing only green electrons, water, and air,

offering a sustainable alternative to current ammonia production methods which

primarily rely on unsustainable sources like natural gas and coal.

Environmental and Operational Impact:

The project features a revolutionary dynamic design that addresses the challenges

of integrating renewable energy into the ammonia process. Unlike conventional

ammonia plants that require two to three days to start up, the Climate Park Rame

facility is electrically driven and can be stopped and started within 10-15 minutes.

This unparalleled flexibility also allows the plant to function as a crucial stabilizer

for the power grid, helping Denmark, a region with high contribution from available

renewable energy, integrate even more green power.

Nel has supplied its well-proven alkaline electrolyser technology for the site, which

splits water into hydrogen and oxygen. By demonstrating how this flexible consumer

can balance energy supply, this project sets an important precedent for

accelerating the use of renewable energy globally.

Nel ASA | ESG Report 2025

www.nelhydrogen.com

Nel ASA | ESG Report 2025

www.nelhydrogen.com

Practices, policies and future initiatives for transitioning towards a more sustainable economy

B2/C2

Practices, policies/future initiatives

Publicly available

Targets

Climate

change

Practices:

Nel monitors GHG emissions across Scope 1, Scope 2 and material Scope 3 and tracks GHG

intensity in relation to sold volumes. Climate considerations are integrated into strategic and

operational decision-making.

Policies:

Nel has a Board-approved ESG Policy that defines the company’s climate ambition, establishes

intensity-based GHG reduction targets, and sets principles for scope coverage, monitoring and

the avoidance of carbon offsetting.

Future initiatives:

Nel expects to further improve data quality and reporting for material GHG emissions and to

continue integrating climate and resource considerations into business decisions.

Yes. ESG-policy is available on

Nel’s website.

Yes. GHG reduction

targets per product for

2030, 2035 and 2050.

B3 - Energy and greenhouse gas emissions

Nel strives to be transparent regarding its environmental impact and aims to

continuously improve its internal processes for collecting and analysing

emissions data. Greenhouse gas (GHG) emissions are calculated using a

combination of supplier-reported data, in-house conversions based on

activity metrics, and spend-based estimates where primary data is

unavailable. Nel’s GHG accounting is aligned with the principles of the GHG

Accounting Protocol.

Greenhouse gas accounting

The GHG emissions disclosed in this report are consolidated using the control

approach, under which Nel accounts for 100% of emissions from operations

over which it has operational control. Subsidiaries with fewer than 50

employees are excluded, as their combined emissions are assessed to be

immaterial, representing less than 1% of total GHG emissions. Based on this

approach, Nel estimates total CO₂ emissions for the reporting period as

follows:

Greenhouse Gas emissions in ktCO2e

2025

2024

Change

Scope 1

0.4

0.2

+0.2

Scope 2 (location-based)

1.4

0.9

+0.5

Scope 3

3.8

23.2

-19,4

Total

5.6

24.4

-18.8

Nel’s total energy consumption in MWh is presented in the table below.

Renewable

Non-renewable

Total

Electricity

Scope 2

12 105 MWh

5 370 MWh

17 475 MWh

Fuels

Scope 1

2 413 MWh

Nel ASA | ESG Report 2025

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Scope 1

Scope 1 emissions primarily arise from fuel consumption for company

vehicles, forklifts, and from facility heating.

Scope 2

Scope 2 emissions of 1 390 tCO₂e primarily relate to electricity consumption

at grid-connected, owned or leased production facilities, including energy

used for product testing prior to delivery. Absolute emissions are expected to

vary with activity levels and production capacity. Nel’s objective is to reduce

the CO₂ footprint per unit produced through improved process stability,

scalability, increased electrification, and the use of renewable energy where

available.

Emissions are calculated by applying grid-specific emission factors to

electricity consumption at each location. In Norway, emissions are measured

using a Nordic electricity mix reflecting cross-border power flows, while in

Connecticut, United States, emissions are based on a grid mix dominated by

fossil fuels with a lower share of renewables. Emission factors are location-

and market-based and are updated regularly by the source providers.

Scope 3

The material scope 3 categories are Business Travel, Capital Goods, Waste,

purchased goods and services, Transportation and distribution and Use of

sold products. Scope 3 emissions primarily arise from purchased goods,

including metals such as steel, nickel, platinum, and iridium. Transportation

emissions mainly relate to shipments within Europe and the United States,

with rail and maritime transport prioritised where possible. Emissions from

capital goods are associated with factory expansions and are estimated using

spend-based emission factors, resulting in potential emission peaks during

periods of capacity expansion. Nel’s alkaline and PEM electrolysers have no

direct emissions in use when operated on renewable electricity, and Scope 3

emissions from use of sold products are therefore assumed to be zero.

Total Scope 3 emissions amounted to 3,748 tCO₂e, representing a significant

decrease compared to 2024. Scope 3 emissions are closely linked to

production volumes, and the reduction primarily reflects lower activity in

Purchased Goods and Services, as well as reduced emissions from Capital

Goods following the completion of the factory expansion in 2024.

GHG intensity

In previous years, scope 3 emissions were excluded from Nel’s GHG intensity

due to limitations in data completeness and year-to-year comparability. As

data coverage and quality have improved, scope 3 emissions are now

considered sufficiently complete and are therefore included. The GHG

intensity is presented including scope 3, providing a more comprehensive

representation of Nel’s total emission intensity.

The GHG intensity decreased in 2025 compared to prior years, primarily due to

lower production volumes, which directly reduced scope 3 emissions. For the

calculation of GHG intensity, turnover is defined as revenue from customer

contracts, as recognized in the income statement in accordance with IFRS 15.

22.81

17.47

5.82

2023 2024 2025

tCO

e/MNOK turnover

GHG intensity

Nel ASA | ESG Report 2025

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C3 – GHG reduction targets and climate transition

Nel has GHG reduction targets as part of its ESG Policy and long-term climate

transition strategy. The targets reflect Nel’s role as a manufacturer of

electrolyser technology for renewable hydrogen and the current stage of

industrial scaling, where future production volumes are subject to significant

uncertainty. As a result, Nel has adopted intensity-based GHG reduction

targets rather than absolute emission reduction targets.

Nel’s climate transition strategy is underpinned by continuous improvements

in energy efficiency, manufacturing processes, material use and supply chain

decarbonisation, while enabling customers to reduce emissions through the

deployment of renewable hydrogen technology.

GHG reduction targets

Nel has committed to reducing greenhouse gas emissions per produced unit

compared to a defined base year. The targets are set out in the group’s ESG

Policy.

Target year

Base year

Reduction target

2030

2020

25% reduction per product

2035

2020

50% reduction per product

2050

2020

100% reduction per product

The base year serves as the reference point for all subsequent reductions

under the climate transition plan. Nel has not established absolute emission

reduction targets expressed in tonnes of CO₂e, as absolute emissions are

expected to fluctuate with production volumes during the scale-up of

electrolyser manufacturing. Progress will be tracked with enhanced reporting

and data quality for scope 1, 2 and 3 emissions, in line with Science Based

Target initiative (SBTi) and the GHG Protocol.

Climate transition actions

To achieve the GHG reduction targets, Nel focuses on the following main

actions:

• Nel is committed to fostering a culture of energy and carbon savings,

which further underpins sustainable innovation in Nel’s businesses.

• Nel will operate within the guidelines of the EU Taxonomy as adopted

by the Norwegian government to ensure that the company contributes

to climate change mitigation. Nel will strive towards full alignment

with the principle of “do no significant harm” and comply with the

minimum safeguards as set out in the classification system.

• Nel will incorporate its procedures for identifying and managing

sustainability impacts, risks, and opportunities into the Enterprise

Risk Management (ERM) process.

• Nel will ensure that any scale-up in production capacity is supported

by sustainable benchmark production facilities.

• Nel will develop and implement policies focused on advancing the

circular economy and promoting recycling initiatives

All these actions are stated in Nel’s ESG policy.

Nel ASA | ESG Report 2025

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Sustainability and resilience in electrolyser production

Nel is committed, through the company ESG Policy, to developing and

operating state-of-the-art, sustainable production facilities across current

operations, committed expansions, and any potential future scale-up. In

recent years Nel expanded production capacity both at Herøya, Norway and in

Wallingford, US. These expansions were designed with a high degree of

automation to support efficient, scalable, and cost-effective production of

electrolysers. In 2025, a new water treatment facility was constructed at

Herøya, significantly reducing pollution from water discharges.

Over the full product lifecycle, including hydrogen output and production

efficiency, hydrogen-based solutions significantly reduce environmental

impact compared to traditional energy sources. Electrolysers enable hydrogen

production without direct greenhouse gas emissions during operation.

However, production and transportation of equipment generate associated

emissions, and hydrogen solutions are therefore not entirely carbon neutral.

Nel is certified to ISO 9001, ISO 14001 and ISO 45001 within the Alkaline

business unit, covering Technology R&D, Product Development, Procurement,

Inbound and Outbound Logistics, Manufacturing, Sales, Delivery Projects,

Installation, Commissioning, and Servicing of Atmospheric Alkaline Water

Electrolysers and Hydrogen Plant System Solutions.

Nel is also certified to ISO 9001, ISO 14001, and ISO 45001 within the PEM

business unit, covering the design, manufacture, and servicing of Proton

Exchange Membrane Electrolysis Systems.

Innovation and technology

Financial investment contribution (NOK million)

Alkaline

PEM

Group

2025

Research and maintenance

154

235

Capitalised development

145

Total R&D spend (NOK millions)

162

218

380

R&D spend in % of annual revenue

and other income

29%

54%

39%

2024

Research and maintenance

103

126

229

Capitalised development

121

136

Total R&D spend (NOK millions)

225

140

365

R&D spend in % of annual revenue

and other income

22%

29%

24%

At Nel, being “number one by nature” remains the strategic ambition, and

continuous R&D is essential to maintain and strengthen this position. The

technology portfolio includes several development programs for current and

future generations of electrolysers on the highest technology and safety

standards.

Nel has an active IP protection strategy and has more than 100 active patents.

Nel’s IPR strategy is managed and further developed by a Nel IPR committee

that works across the organization and meets bi-weekly.

Nel ASA | ESG Report 2025

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B4 – Pollution of air, water and soil

Practices, policies and future initiatives for transitioning towards a more sustainable economy

B2/C2

Practices/policies/future initiatives

Publicly

available

Targets

Pollution

Practices:

Air: Air filtering systems for chemical baths and mandatory use of safety equipment for employees exposed to hazardous substances.

Water: Wastewater treatment plants at relevant sites, approved discharge points, and continuous monitoring of water quality.

Soil: Waste management procedures to ensure proper disposal and recycling of non-hazardous waste; hazardous waste is managed

through certified external partners.

Policies:

• Wastewater Treatment policy

• Local permits and procedures for wastewater and waste treatment.

Future initiatives:

• Periodic review of air filtration effectiveness in chemical baths.

Policies not

publicly

available.

Yes.

Maintain

discharge

parameters

within

permit

limits.

Nel complies with the environmental laws and regulations in the countries

where its facilities are located, working to prevent that air, noise, and water

pollution can affect local communities, partners, or its workforce. Nel’s

facilities have local environmental policies for management of water

discharge and waste treatment.

Pollution of water

Water pollution risks are managed through monitoring, internal controls and

treatment of water prior to discharge. Water discharge from Nel’s facilities is

monitored before release, and where relevant, wastewater treatment plants

are in place to ensure compliance with discharge permits and internal

thresholds set below regulatory limits.

These preventive measures are intended to identify deviations in water quality

at an early stage and reduce the risk of environmental incidents. Nel facilities

have an appointed QHSE director reporting to the management about

compliance and efficiency of environmental policies. Both the Alkaline and

PEM divisions are certified according to ISO 14001, supporting a systematic

and consistent approach to water pollution prevention.

Nel ensures an appropriate discharge of the water consumed in the operation

with its Wastewater Treatment Plants installed in Herøya, Norway and

Wallingford, United States. The QHSE department performs periodical water

sampling and laboratorial sampling to control the pollutants level on the

discharged water. Nel’s QHSE team works on the assumption of best available

technique to ensure the correct monitoring and treatment of pollutants.

Nickel Particles in water (g/year)

Herøya

Wallingford

Total

Permit

2024

49.0

n.a.**

<300g/year

2025

6.1

n.a.**

<300g/year

*Below 0.01 Nickel Particles per µg/m3

** Not applicable

Nel ASA | ESG Report 2025

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Nel’s target is to stay way below the requirements in the company’s pollution

permit from the Norwegian Environment Agency. In 2025, Nel released 6.1

grams of Nickel to water, significantly below the limit of 300g per year. There

has been a significant reduction from 2024 to 2025, mainly due to the

reduction in production volumes.

Pollution of air

Nel works to limit air emissions from its operations by applying pollution

management measures where relevant, including the use of air filtration

systems in production processes involving chemical baths. These measures

are designed to ensure that emissions remain within permitted levels and do

not adversely affect the surrounding environment. Currently, Nel’s operations

are well below the requirements in the permit.

Environmental assessments conducted by Nel did not identify material air

pollution impacts neither within nor outside the industrial areas where its

facilities are located. Employees working in environments with potential

exposure to airborne pollutants or elevated noise levels are required to use

appropriate personal protective equipment as part of standard health and

safety procedures.

B7 – Resource use, circular economy and waste management

Practices, policies and future initiatives for transitioning towards a more sustainable economy

B2/C2

Practices/policies/ future initiatives

Publicly available

Targets

Circular

Economy

Practices:

Circular economy principles are applied through product design, material selection and end-of-

life considerations. Key materials used in electrolysers, including steel, nickel and precious

metals, are recyclable, and products are designed for long operational lifetimes.

Policies:

Circular economy considerations are included in Nel’s ESG Policy and product development

practices. No standalone circular economy policy is in place.

Future Initiatives:

Nel will develop and implement policies focused on advancing the circular economy and

promoting circular economy practices.

Yes. ESG Policy available on Nel’s

website.

Year-on-year improvement of

recycling rates.

Nel is committed to efficient use of resources and responsible waste

management by applying circular economy principles across its operations,

with the objective of minimizing waste, increasing recycling and reuse, and

improving material efficiency in electrolyser production.

Nel ASA | ESG Report 2025

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Application of circular economy principles

Nel applies circular economy principles through eco-design, lifetime

extension of products, and recycling of key materials used in electrolyser

manufacturing. The company has conducted analyses for existing products

and products under development, covering end-of-life treatment and

recyclability of significant bill of material items.

Nel’s alkaline electrolysers are primarily composed of nickel-coated steel

plates, which are recyclable using established recycling processes. Nel’s PEM

electrolysers contain precious metals such as platinum and iridium, which

can be recovered and recycled at end of life.

All Nel electrolysers are designed for an operational lifetime of seven years or

more, depending on usage patterns, while the surrounding plant typically has

a longer lifetime. At the end of the stack’s economic life, customers may

replace stacks with new or refurbished units or extend operational life by

replacing selected components. Nel has a long-standing practice of

supporting customers with repairs, replacements, and life-extension

solutions across all product platforms and continues to develop its after-sales

services to enable more efficient use of equipment over time.

Nel’s approach supports the principle of decoupling economic activity from

resource consumption by increasing material efficiency and recycling rates.

By promoting recycling of metals such as steel and precious metals, the

company contributes to reduced demand for virgin raw materials, lower

energy use compared to primary material production and reduced

environmental impacts.

End-of-life handling of electrolysers is supported through customer guidance

and established recycling pathways. For alkaline electrolysers, Nel currently

assesses that commercially available recycling and waste handling providers

offer appropriate end-of-life solutions. For PEM electrolysers, recycling of

certain materials, in particular iridium, has improved over the past year. Nel

therefore offers take-back of core components for end-of-life treatment and

recycling and participates in industry initiatives aimed at strengthening

recycling solutions and material recovery within the electrolyser value chain.

Annual generation of waste

Nel monitors waste generation across its operations and classifies waste as

hazardous and non-hazardous.

Waste generated in tonnes

Total waste

Waste diverted to

recycle or reuse

Waste directed to

disposal

Non-hazardous waste

136.2

86.6

49.6

Hazardous waste

663.3

N/A

The majority of waste generated in 2025 was classified as hazardous waste,

reflecting the nature of alkaline electrolyser manufacturing and associated

materials and chemicals. All hazardous waste is handled by certified external

partners in accordance with applicable regulations. Non-hazardous waste

recycling remains at the same level compared to the previous year, resulting

in a recycling rate of 63%.

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Annual mass-flow of relevant materials used

As a manufacturing company within the electrolyser industry, Nel operates

with significant material flows. Key materials used include steel, nickel, and

precious metals such as platinum and iridium, which are essential for

electrolyser component.

Annual mass-inflow

In kg

Steel

189 608

Copper

1 036

Nickel

9 413

PGM

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SOCIAL

Nel’s activities rely on a skilled workforce, responsible business conduct and constructive relationships with customers, suppliers and local communities. Social

considerations are integrated into daily operations and governance processes, with a focus on employee well-being, safety, human rights and a responsible value-

chain management.

B8/C5 – Workforce – General Characteristics

Practices, policies and future initiatives for transitioning towards a more sustainable economy

B2/C2

Practices, policies and future initiatives for transitioning towards a more sustainable economy

Publicly available

Targets

Own

Workforce

Practices:

Nel applies structured workforce practices covering health and safety, working conditions, competence

development, and employee engagement. Measures include training programs, performance reviews,

and mechanisms for employee feedback.

Policies:

Nel has policies covering labour rights, health and safety, diversity and inclusion, and ethical conduct.

Future Initiatives:

Nel expects to continue strengthening workforce competence, safety performance, and employee

engagement in line with organisational growth, including improved trainings, increased leadership

development initiatives and targeted efforts to support diversity and recruitment.

Yes. Nel’s Code of

Conduct is available

on company website.

Yes. Nel has set targets

related to operational health

and safety, training programs

and diversity.

In 2025, Nel employed a workforce across engineering, manufacturing, project

management and corporate functions. Employees are located primarily in

Europe and North America.

Nel aims to maintain a balanced workforce with respect to competence,

experience and background. Recruitment and talent development are guided

by business needs and long-term growth ambitions, with emphasis on

attracting and retaining qualified personnel across technology development,

production and commercial roles.

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Absolute number and rate of employment

Permanent and temporary employees, by region and gender

Permanent

employees,

by region and gender

Female

Male

Not

specified

Total

Women

(%)

Norway

160

204

22%

United States

136

26%

Other

17%

Total

262

346*

23%

Permanent employees: Employees under work contracts that are renewed before a notice of

termination.

Temporary employees,

by region and gender

Female

Male

Not

specified

Total

Women

(%)

Norway

United States

Other

Total

24*

Temporary employees: Employees with fixed-term work contracts, including consultants (from

staffing agencies, independent or from entity).

Nel strives to increase the gender balance across the different locations; and

has a focus on diversity through recruitment ensuring that the company offers

equal opportunity to all relevant applicants.

Women represent 22.2% of executive management and 42.9% in the Board of

Directors.

Employee turnover

Turnover among permanent employees decreased from 2024 to 2025,

indicating more stable retention.

Turnover rates

Permanent

2025

2024

Employee turnover rate

15%

17%

Movement in employee headcount by gender

The decline in headcount aligns with the reduced turnover and indicates a

deliberate workforce resizing or fewer new hires relative to departures.

Movement in employee

headcount by gender

Female

Male

Not

specified

Total

Total headcount end of 2025

262

346

Opening count 2025

307

401*

Rate of change

-11%

-15%

-14%

*Based on permanent employees

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B9 – Workforce – Health & Safety

At Nel, Health and Safety remain a top priority. Nel’s focus on safety is

integrated in the company-wide culture program to foster a zero-tolerance

attitude towards QHSE incidents.

Throughout 2025, Nel maintained health and safety as its foremost

operational priority and continued to focus efforts on improving safety

performance. The overall objective was to significantly reduce the number of

lost-time injuries and recordable safety incidents across the organization.

– During 2025, Nel achieved a significant improvement in lost-time

injury performance. The Lost Time Injury Rate (LTIR) was reduced to

zero, meaning no incidents resulted in time away from work

throughout the year. This reflects the company’s continued focus on

preventive measures, strengthened safety culture and improved

monitoring practices.

– The Total Recordable Incident Rate (TRIR), encompassing includes

lost-time injuries, restricted work cases and medical treatment cases,

increased to 6.09 in 2025, compared to 5.2 in 2024.

Key performance indicators related to health and safety

Key Performance

Indicators

Unit of

measurement

2025

2024

2026

targets

Percentage of employees

covered by Nel's health

and safety systems

100%

Total recordable injuries

rate (TRIR)

TRI per 1M hours

worked

6.09

5.2

Lost time injury rate (LTIR)

LTI per 1M hours

worked

2.7

Fatality rate

Recordable events

in the last 12

months

Zero

Sick leave

1.90%

* Sick leave figures are reported for 2025 only, as a more aligned calculation approach across

Norway, Europe and the US was introduced this year.

Product safety

Product safety is a core priority at Nel and an integral part of the overall health

and safety approach. Management and employees are strongly committed to

delivering safe and reliable products, with the clear objective of achieving zero

product-related incidents, including at customer sites where Nel equipment is

installed and operated. Preventing incidents ranging from near misses to

major accidents related to product malfunction, installation, operation or

maintenance is fundamental to our license to operate.

Responsibility for product safety is embedded across the organization. Each

business unit and legal entity is responsible for developing, implementing and

Nel recognises that ensuring i) workplace, ii) stakeholder and iii) product

safety in a diligent manner is a license to operate within the Hydrogen

industry.

The above three categories will have the following focus areas:

1. Transition to a “HSE-first” mindset and development of a commitment

culture

2. Ongoing development and implementation of a Nel HSE management

system

3. Standardization of programme activities where relevant throughout the

organization

4. Training and evaluation of the organization and system effectiveness

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maintaining appropriate risk management frameworks within their areas of

expertise. Safety requirements, applicable standards and regulatory

obligations are strictly applied throughout product development,

manufacturing and delivery, supporting Nel’s ambition to be recognized as a

safety leader in the hydrogen and electrolyser industry.

Nel applies Failure Mode, Effects and Criticality Analysis (FMECA) at product

level and Hazard and Operability Analysis (HAZOP) at system level.

Engineering teams in each business unit are responsible for product design

and safety, supported by the QHSE and Product Compliance functions to

ensure code-compliant and safe product development.

Product safety incidents and potential defects are investigated by dedicated

QHSE resources, with corrective actions implemented where necessary and

reported to the VP of Operations. A cross-functional QHSE committee, with

representatives from all legal entities and corporate functions, supports

knowledge sharing and continuous improvement across the organization.

Where relevant, third-party certification, external subject matter experts and

regular emergency response testing are used to strengthen product safety and

prevent serious incidents.

In 2025, Nel launched and implemented Nel’s 9 life-saving rules throughout

the company as a way to raise safety awareness, ensure best practices and to

prevent incidents during production and operation. Ongoing R&D efforts focus

on design improvements and safety features to reduce risks such as hydrogen

leakage or explosion. Additionally, Nel further strengthened its product safety

program through continued collaboration between R&D, Engineering and

QHSE functions, including more rigorous and structured reviews to identify

improvement opportunities and further reduce product-related risk.

Nel’s products are certified against relevant standards, including ISO

22734:2019 for hydrogen generators using water electrolysis for the M-Series

PEM electrolysers.

B10 – Workforce – renumeration, collective bargaining and

training

Nel seeks to offer remuneration and employment terms that are competitive

and aligned with local market conditions and applicable legislation.

Compensation structures are designed to support the attraction, retention

and motivation of employees with the skills and experience required for Nel’s

operations and long-term development. All Nel employees receive pay that is

equal or above applicable minimum wage requirements.

Employee remuneration and working conditions are governed by local labour

laws and, where applicable, collective bargaining agreements. Nel respects

employees’ rights to freedom of association and collective bargaining in

accordance with national legislation.

In accordance with Section 13-4 of the Norwegian Working Environment Act,

employers are prohibited from collecting information about employees’

membership in trade unions. To comply with this legal requirement, we do not

record or process individual union membership data. In the United States and

other regions, collective bargaining agreements are not commonly applied.

Nel monitors pay levels across the organisation to support fair and non-

discriminatory remuneration practices and to identify structural differences

related to roles, responsibilities and seniority.

The gender pay gap is defined as the difference between the average gross

earnings of male and female employees, expressed as a percentage of the

average gross earnings of male employees.

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Male-female pay gap

2025

2024

Norway

12%

10%

United States

19%

16%

The calculation is based on permanent employees only. This ensures consistency and

comparability, as temporary often have short-term or variable contracts that can distort

averages and do not reflect long-term pay structure or seniority distribution.

To provide transparency on remuneration distribution, Nel reports the ratio

between the remuneration of the highest-paid individual and the median

remuneration of permanent employees (excluding the highest-paid individual).

The figures are presented in the table below.

Remuneration ratio

2025

2024

Pay gap to highest paid individual and the median

remuneration for permanent employees (excluding

highest paid individual)

464%

473%

Average number of annual training hours per employee, broken down by

gender

Training and competence development are considered important to support

operational performance, safety and professional growth. Employees are

offered training opportunities relevant to their roles, including onboarding,

technical training and role-specific development initiatives. Training needs are

assessed on an ongoing basis and aligned with business priorities.

Average training time decreased in 2025 compared with 2024, largely due to

fewer large-scale training programs and a shift toward team-based and on-

the-job training.

Average training hours, per employee

2025

2024

Male

04:06

06:40

Female

04:06

06:40

C6 – Additional own workforce information – Human Rights

policies and processes

Nel is committed to respecting internationally recognised human rights and to

conducting its operations in accordance with fundamental principles related

to human dignity, equality and safe working conditions. These commitments

apply to Nel’s own workforce across all operating locations and are reflected

in internal policies and procedures.

Nel has a Code of Conduct and a Human Rights policy that applies to its own

workforce. These policies define expectations for ethical behaviour,

compliance with labour standards and respect for human rights, and are

communicated to employees as part of the employee onboarding process and

mandatory compliance training.

The Code of Conduct and Human Rights policy cover:

Policies

Yes/No

Confirmed

incidents in own

workforce?

Confirmed incidents in the

value chain, affected

communities, consumers

and end-users?

Child labour

Yes

Forced labour

Yes

Human trafficking

Yes

Discrimination

Yes

Accident prevention

Yes

Complaints – handling and grievance mechanisms

Nel has established formal complaints-handling and grievance mechanisms

for its own workforce. Employees can raise concerns through both direct and

anonymous channels, including an external whistleblowing channel. These

mechanisms are intended to ensure confidentiality, protect against retaliation,

and enable appropriate investigation and follow-up of reported concerns.

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Responsible supply chain

Practices, policies and future initiatives for transitioning towards a more sustainable economy

B2/C2

Practices/policies/future initiatives

Publicly

available

Targets

Workers in

the Value

Chain

Practices:

Nel considers labour and working-condition risks in its supply chain through supplier screening and contractual

requirements. Relevant risks are addressed as part of supplier selection and ongoing supplier relationships.

Policies:

Expectations related to labour rights and ethical conduct in the value chain are set out in Nel’s Code of Conduct and Human

rights policy.

Future Initiatives:

Nel expects to continue developing its approach to supplier due diligence and engagement in line with business growth and

evolving regulatory expectations.

Yes. Nel’s

Code of

Conduct is

available on

the company

website.

Yes. 100% of

active suppliers

shall have IDDs

performed.

Conduct 20

supplier audits.

A responsible and resilient supply chain is essential to Nel’s business

continuity and sustainability objectives. Operating in a global and complex

market, Nel seeks to balance supply security with high standards of business

integrity and respect for human rights across its value chain.

Nel conducts due diligence in accordance with the Norwegian Transparency

Act. The Transparency Act statement is included in the Appendix.

Nel applies a risk-based approach to supply chain due diligence in line with

the Norwegian Transparency Act. The Supply Chain department, supported by

Legal and Compliance, conducts integrity due diligence (IDD) and supplier

self-assessments as part of supplier pre-qualification and ongoing monitoring.

Suppliers are classified based on business criticality and replaceability, and

enhanced due diligence, including targeted supplier audits, is performed

where elevated risk is identified.

Expectations related to business integrity, human rights, health and safety,

and legal compliance are communicated through Nel’s Code of Conduct,

Human Rights Policy, Supplier Declaration, and, where relevant, a Supplier

QHSE Manual. Strategic suppliers are subject to a risk-based audit

programme covering human rights, business integrity, health and safety, and

operational matters. Overall, Nel’s suppliers are predominantly located in

jurisdictions with well-established governance and labour standards. While

some suppliers operate in higher-risk countries, these relationships are

monitored through due diligence, site visits, and supplier audits. No violations

of labour rights, the Code of Conduct, or Nel’s Human Rights Policy were

identified during the reporting period, and no whistleblowing reports related to

the value chain were received.

Top five country expenditure in 2025

The table below provides an overview of Nel’s top five countries by expenditure

in 2025, together with key indicators on governance and labour rights. The

Corruption Perceptions Index (CPI), published by Transparency International,

reflects perceived levels of public-sector corruption, where a higher score

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indicates lower corruption risk.

The ITUC Global Rights Index assesses the

degree of respect for workers’ rights in law and practice, with classifications

indicating the severity of labour rights violations.

Together, these indicators

provide contextual insight into the institutional and social risk environment in

which Nel’s spending is concentrated.

Country of

incorporation

Corruption

index (CI)

Rank

ITUC

United States

47%

4 – Systematic violations of rights

Norway

26%

1 – Sporadic violations of rights

Sweden

1 – Sporadic violations of rights

Denmark

1 – Sporadic violations of rights

Germany

1 – Sporadic violations of rights

Top five

representation

90%

Labour rights

Some of Nel’s strategic suppliers operate in countries classified with

systematic violations or regular violations of labour rights in accordance with

the ITUC. Employees in our value chain working in these specific countries

have a higher risk of being employed in companies that do not comply with the

minimal requirements required in Nel’s Human Rights policy for employment

security and reasonable working hours. Nel monitors its value chain with site

visits to strategic suppliers and educates its value chain with policies and

supplier declarations.

Transparency International, Corruption Perceptions Index 2024:

https://www.transparency.org/en/cpi/2024/index/nor

Conflict minerals

Nel’s Alkaline electrolysers contain steel and nickel, the PEM electrolyser

contain steel, aluminium, nickel, copper, platinum, titanium and iridium.

Although none of these minerals are on the European Union list of conflict

minerals, Nel understands that the value chain of mineral and steel suppliers

has complexity due to a complex cross border process of production and

transportation of minerals to Europe and United States. These suppliers are

continuously monitored by our integrity due diligence checks.

Overall assessment

No case of violation to Labour Rights, Code of Conduct or Nel’s Human Rights

policy have been identified in the due diligence procedure performed during

2025.

Duty to provide information

Nel has a whistleblowing channel where concerns related to our value chain

can be submitted anonymously for investigation. Contact details / instructions

for how to report a concern are found on our website’s Ethics and Compliance

section. No report was received in 2025.

International Trade Union Confederation (ITUC), Global Rights Index: https://www.ituc-

csi.org/global-rights-index

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Key performance indicators for responsible supply chain:

Key Performance Indicator

Unit of measurement

2025

2024

Change

KPI target for 2026

Supplier audits concluded within the

fiscal year

Supplier audits completed during the

reporting period

-9

Site visits during supplier audit program

Reportable event

-15

Number of suppliers not renewed due to

breaches to compliance policy

Number of contracts not renewed

due to breaches of compliance

None

Integrity due diligences ("IDD")

performed in suppliers with active

contracts

 IDD performed

90%

80%

100% of active suppliers

shall have IDDs performed

in 2026.

Total suppliers with active contracts*

Suppliers with active expenditure

during the year

905

1 430

-525

*With spend above 100kNOK

In 2025, the number of supplier audits conducted, and the number of active

suppliers decreased compared to the previous year. This development

reflects lower production volumes in the alkaline operations, which resulted

in reduced procurement activity and a more limited active supplier base

during the reporting period.

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GOVERNANCE

Practices, policies and future initiatives for transitioning towards a more sustainable economy

B2/C2

Practices/policies/future initiatives

Publicly available

Targets

Business

conduct

Practices:

Nel promotes responsible business conduct through established governance structures, internal controls, and

compliance processes. This includes ethics training, whistleblowing mechanisms, conflict-of-interest management, and

procedures to prevent bribery, corruption, and other forms of misconduct.

Policies:

Nel has publicly available policies covering anti-bribery and corruption as well as a Code of Conduct applicable to

employees and relevant third parties. Nel has additional governance-policies available to employees such as competition

law and inside information.

Future Initiatives:

Nel expects to continue strengthening the group’s compliance framework, training activities, and internal awareness of

ethical standards in line with organisational growth and evolving regulatory requirements.

Yes. Anti-bribery and

corruption and Code

of Conduct is

available on Nel’s

website.

Zero

incidents of

corruption or

bribery.

B11 – Convictions and fines for corruption and bribery

During the 2025 reporting period, Nel was not subject to any convictions or

fines related to violations of anti-corruption or anti-bribery laws. Accordingly,

the number of convictions was zero and the total amount of fines incurred was

NOK 0.

Nel maintains a structured framework to prevent, detect and address

corruption and bribery across its operations. This framework is anchored in the

Code of Conduct, which applies to all employees, members of executive

management, and the Board of Directors. The Code of Conduct sets clear

expectations for ethical business behaviour, zero tolerance for corruption and

bribery, management of conflicts of interest, and compliance with applicable

laws and regulations.

Implementation of the anti-corruption framework is supported by internal

controls, risk-based procedures, and regular training and awareness activities.

The company has established whistleblowing and grievance mechanisms that

allow employees and external stakeholders to report suspected misconduct

confidentially and, where permitted by law, anonymously. Reported concerns

are assessed and handled in accordance with defined procedures to ensure

impartial investigation, confidentiality, and protection against retaliation.

Additionally, Nel integrates anti-corruption considerations into all its business

relationships, including supplier and partner engagement, as part of the

broader risk management and compliance processes. Through these

measures Nel aims to promote transparency, accountability, and responsible

business conduct throughout its operations and value chain.

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C9 – Gender diversity ratio in the governance body

Nel has a governance body in place in the form of a Board of Directors. As of

the reporting date, the Board consists of seven members, of whom three are

women and four are men. This corresponds to a gender diversity ratio of

approximately 43% women and 57% men.

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Information Security

Practices, policies and future initiatives for transitioning towards a more sustainable economy

Practices/policies/future initiatives

Publicly available

Targets

Information

security

Practices: Established a comprehensive information security program with advanced security controls,

continuous monitoring and proactive risk management.

Policies: Information Security Policy

Other internal security policies:

• Data Protection Policy

• Acceptable use of Assets Policy

• Identity and Access Management Policy

• Incident Response and Recovery Policy

• Physical and Environmental Protection Policy

• Configuration Management Policy

• System Security Policy

• Enterprise Risk Management Policy

• Information Security Management System (ISMS)

Future Initiatives: Maintain ISO27001 Security Certification

Information Security

Policy is publicly

available

A 100%

participation rate

for Nel’s security

awareness

program.

Cybersecurity threats have increased significantly in both scale and

sophistication in recent years. Nel Hydrogen has established a

comprehensive information security program designed to safeguard the

confidentiality, integrity and availability of data across its operations. The

program is built on recognised industry best practices and is supported by

advanced security controls, continuous monitoring and proactive risk

management, helping to protect critical systems and maintain stakeholder

trust.

To stay ahead of evolving cyber threats, Nel regularly assesses and enhances

its security measures. Ongoing investments in advanced technologies and

regular audits ensure defences remain resilient. This proactive strategy has

been instrumental in maintaining a record of zero data breaches, even as

global cyberattacks continue to rise. In 2025, Nel achieved ISO/IEC

27001:2022 certification, reflecting the formalizing of controls, governance,

and risk management practices across the information systems. To support

customers with NIS2 compliance, all security measures have been

implemented in alignment with NIS2 requirements.

Responding to information security threats

Acknowledging that some attacks may be unavoidable, Nel Hydrogen has

partnered with an industry-leading incident response provider to ensure swift

and effective handling of any potential incidents. This collaboration gives us

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access to cutting-edge expertise and tools, enabling rapid detection,

containment, and investigation of security events. Such measures are key to

minimizing impact and ensuring a swift recovery.

Culture and training

Nel emphasizes the importance of human vigilance in its security efforts. Nel

Hydrogen’s security awareness program achieves a participation rate of

over 97%, reflecting its effectiveness in fostering a culture of security.

Regular training ensures employees are equipped to recognize and respond

to potential threats, reinforcing defences at every level of the organization.

Looking ahead, the company is committed to increasing adherence to

industry standards, such as ISO 27001 and IEC 62443, to further strengthen

its cybersecurity framework.

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Appendix

Transparency Act

Scope and responsibility

Nel ASA is subject to the Norwegian Transparency Act, which entered into

force on 1 July 2022. The Act requires companies to conduct due diligence

related to fundamental human rights and decent working conditions in their

own operations and supply chains, and to provide transparency regarding

identified risks, measures and outcomes.

This statement covers the reporting period 1 January–31 December 2025 and

describes Nel’s due diligence processes, identified risks, mitigating

measures and results.

Organisation, operations and supply chain

Nel concentrates its supply chain close to its production facilities and

primarily within Norway, the European Union and the United States, where

business governance frameworks and human rights practices are generally

well developed and widely implemented.

Nel’s principal exposure to risks related to human rights and decent working

conditions is located in its upstream supply chain, including suppliers of

metals, components and industrial services.

Due diligence process

Nel carries out due diligence in accordance with OECD Guidelines for

Multinational Enterprises:

1. Embed responsible business conduct into policies and management

systems

2. Identify and assess adverse impacts in operations, supply chains

and business relationships

3. Cease, prevent or mitigate adverse impacts

4. Track implementation and results

5. Communicate how impacts are addressed

Nel has embedded responsible business conduct into policies and

management systems through polices such as Nel’s Code of Conduct,

Human Rights Policy, and supplier manuals that are distributed to business

partners as well as being publicly available on Nel’s website. Nel expects all

suppliers to adhere to the requirements set in these policies.

Before entering contractual relationships with new suppliers, Nel performs a

pre-qualification process that includes an integrity due diligence check and a

review of a supplier self-assessment. The performance of an integrity due

diligence is mandatory for all new contractual relationships.

Findings are assessed jointly by the supply chain and compliance

departments. If there are severe findings, the procurement process may be

stopped and the supplier disqualified. Where the procurement process is not

stopped, appropriate mitigation measures are implemented to prevent,

reduce or manage identified risks.

Suppliers with whom Nel does substantial business during the reporting

period are required to sign a supplier declaration, formalising minimum

requirements related to respect for fundamental human rights, decent

working conditions, business integrity, and compliance with laws,

regulations, and health and safety requirements. These obligations apply in

addition to contractual requirements and are expected to be cascaded

throughout the supplier’s value chain where relevant.

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Risk assessment and findings

Nel performs a general supply chain risk assessment considering country

risk, supplier dependency, and availability of alternative suppliers. Suppliers

are classified as non-critical, bottleneck, leverage or strategic. High-risk

suppliers within any of the aforementioned categories are subject to an

enhanced due diligence process and may be subject to audits.

Country risk assessments show that Nel’s supply chain is predominantly

located in low-risk jurisdictions. Approximately 90 percent of Nel’s supplier

expenditure is concentrated within five countries. Based on this overall

assessment, the risk of violations of fundamental human rights and decent

working conditions in Nel’s supply chain is considered low.

Some strategic suppliers operate in countries classified by the International

Trade Union Confederation as having systematic or regular violations of

labour rights. Workers in these value chains may face increased risk related

to employment security and working hours. These risks are mitigated through

Nel’s supplier management process.

Nel’s alkaline electrolysers contain steel and nickel, while PEM electrolysers

contain steel, aluminium, nickel, copper, platinum, titanium and iridium.

Although these minerals are not listed as conflict minerals under EU

regulation, Nel recognises the complexity of mineral supply chains and

monitors relevant suppliers through its integrity due diligence processes.

Own operations

Nel’s production facilities and majority of its employees are located in

Norway and the United States, both considered low-risk operating

environments. Internal risk assessments have identified opportunities for

improvement to further strengthen workplace safety and culture.

Health and safety risks are managed through local QHSE organisations and

monitored using Lost Time Incident Rate and Total Recordable Injury Rate

indicators.

Results and remediation

No cases of violations of fundamental human rights, decent working

conditions, or Nel’s Code of Conduct or Human Rights Policy were identified

during the reporting period, either in Nel’s own operations or in its supply

chain.

Whistleblowing and duty to provide information

Nel has established a whistleblowing channel through which employees and

external stakeholders can report concerns related to human rights, working

conditions or business conduct, anonymously if desired. Instructions are

available on Nel’s website. No reports related to human rights or supply

chain issues were received during the reporting period.

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EU Taxonomy

Substantial contribution to climate mitigation

The EU Taxonomy is the cornerstone of EU’s sustainable finance framework

and an important market transparency tool to channel capital towards

climate-friendly investments. The Norwegian Parliament resolved to include

the EU Taxonomy Regulation in the EEA Agreement on 29 April 2022. The

Norwegian government established the regulation as part of Norwegian law

as of 1 January 2023.

While the EU Taxonomy reporting requirements are not mandatory for Nel,

the Company has chosen to apply the framework on a voluntary basis, Nel

has conducted a thorough assessment of revenue, operational expenditure

and capital expenditure to identify the percentage of its operations aligned

(contributing) to the EU Taxonomy goals and complying with the EU

Taxonomy safeguards.

The EU Taxonomy is organized by economic activities where revenue,

operational expenditure and capital expenditure are assessed if Taxonomy-

aligned, Taxonomy-eligible, or not eligible. The pivotal criteria to qualify the

revenue streams is to have substantial contribution in at least one of the six

environmental objectives listed in the Taxonomy without cause significant

harm to the criteria not addressed. Moreover, the Taxonomy has safeguards

related to human rights, tax policy and fair competition.

Nel manufacture electrolysers for hydrogen production, which is classified

within EU Taxonomy economic activity 3.2 “Manufacture of equipment for the

production and use of hydrogen”. To achieve the criteria for this activity type,

Nel’s equipment must provide technology where the hydrogen for the

production of which equipment is manufactured complies with the technical

screening criteria

resulting in life cycle GHG emissions lower than 3

Technical screening criteria in hydrogen economic activity 3.10: The life cycle GHG emissions

savings requirement of 73.4 % [resulting in life-cycle GHG emissions lower than 3 tCO2e/tH2]

and of 70% for hydrogen-based synthetic fuels relative to a fossil fuel comparator of 94g

tCO2e/tH2. Life-cycle emissions are defined in the second act as well-to-

gate emissions and emissions from transportation type used for delivery of

hydrogen.

Nel’s electrolyser equipment produces hydrogen from water electrolysis

resulting in nearly nil emissions from the utilization of the equipment when

connected to renewable energy sources and therefore demonstrating

potential to the substantial contribution to the requirement of life-cycle

emissions lower than 3 tCO2e/tH2. The GHG emissions in the production of

renewable hydrogen is mainly linked to the type of energy source used as

electricity to operate the hydrogen production plant and eventual CO2

emitted during transportation of final goods (e.g., fuel, chemicals, fertilizers)

to end-users. Nel’s technology for electrolysers have nearly no GHG

emissions for hydrogen production and therefore contributes to climate

change adaption providing equipment that enable hydrogen production

without emitting CO2 in the production process.

In addition, Nel provides engineering services in form of FEED (“Front-End

Engineering Design”) and pre-FEED studies assisting customers in the

development of Engineering, Procurement and Construction (“EPC”) and

Balance-of-Plant activities for a complete renewable hydrogen plant. Nel

provides FEED studies to projects with installation of Alkaline or PEM

electrolysers. These scopes set the boundaries for consulting projects with

renewable hydrogen production. Nel concludes that its FEED studies comply

with the activity “9.1. Engineering activities and related technical consultancy

dedicated to adaptation to climate change”.

CO2e/MJ in analogy to the approach set out in Article 25(2) of and Annex V to Directive (EU)

2018/2001 of the European Parliament and of the Council.

www.nelhydrogen.com

1. Do No Significant Harm (“DNSH”) analysis

Climate change adaptation

Nel’s manufacturing facilities are in industrial parks with lease term expiring

in between 5 to 7 years. Nel have assessed and confirmed resilience towards

different chronic and extreme climate hazards and their future development.

Nel does not forecast climate change risks affecting its operation within this

timeframe for its locations. It is also possible to reallocate the assets and

operations, should the risk become material, to areas with lower climate risk,

or negotiation with building owners to implement climate security measures

in accordance with most recent climate forecast for the lease term. Facilities

located close to the sea have increased risk of flooding in case the

precipitation pattern suffers substantial increase in the coming years. For

now, the precipitation forecast does not outcome in major risks of flooding,

however, Nel has in place an emergency policy for incident handling in case

of an acute climate catastrophe.

Nel did not identify any significant harm to the climate change adaptation

objective in accordance with the criteria described in the EU Taxonomy. It is

assessed that all relevant eligible activities comply with the criteria set out in

appendix A to annex I of the Climate Delegated Act.

Sustainable use and protection of water and marine resources

Nel has a Wastewater Treatment policy in place aimed to make the best

possible usage of water resources and ensure that its Wastewater Treatment

Plants manage water discharge within unharmful levels of contamination in

line with local laws, regulations and permits. Nel’s Wastewater Treatment

policy is mentioned in the criteria for “pollution prevention and control”.

Nel’s QHSE team has a thorough process of water monitoring in place with

periodical testing of water samples in laboratorial analysis.

Nel does not have operational facilities in water-stressed regions.

Nel did not identify any significant harm to the sustainable use and protection

of water and marine resources objective in accordance with the criteria

described in the EU Taxonomy. It is assessed that all relevant eligible

activities comply with the criteria set out in appendix B to annex I of the

Climate Delegated Act.

Transition to a circular economy

Nel’s technologies are developed prioritizing the lifetime of the equipment, as

well as applying state of art techniques when applying raw materials and

resources onto the manufacturing of equipment. Nel’s electrolysers

equipment have a lifetime estimated between 7-10 years. The estimated

lifetime is factored in Nel’s Research and Development (“R&D”) process as

an important assumption for a net zero benefit to customers and the

environment. Nel is constantly working to increase the durability and

recyclability of its products.

Nel’s Technology department aims to optimize products for highest

performance efficiency with reduced consumption of raw materials and

minerals, and optimal land utilization. Nel’s products have steel as its

primarily raw material which have an active market for recycling. Nel

encourages customers to return end-of-life equipment for thorough recycling

process and R&D initiatives on the end-of-life cycle supporting a circular

economy.

Nel did not identify any significant harm to the transition to a circular

economy objective in accordance with the criteria described in the EU

Taxonomy. It is assessed that all relevant eligible activities comply with the

criteria set out in appendix C to annex I of the Climate Delegated Act.

www.nelhydrogen.com

Pollution prevention and control

Nel complies with the environmental laws and regulations in the countries

where its facilities are located, working to prevent that air, noise, and water

pollution can affect local communities, partners, or its workforce. Nel’s

facilities have local environmental policies for management of water

discharge and waste treatment. Nel’s QHSE teams implement thresholds

below the requirement imposed by local environmental authorities aimed to

preventively identify deviations in water quality prior major catastrophes.

Nel’s environmental policies require application of best available techniques

to mitigate risks of major disasters in a preventive manner.

Nel understands that the correct workforce to monitor and prevent harmful

release of pollutants is an important part of the process to implement the

correct environmental policies and procedures. Nel facilities have an

appointed QHSE director reporting to the management about the compliance

and efficiency of environmental policies. Nel’s Alkaline and PEM divisions are

certified with ISO 14001.

Water discharge points have approval from environmental authorities before

release. Where relevant, Nel has in place a Wastewater Treatment Plants to

manage the water quality prior the discharge points. Nel’s environmental

assessment did not identify material soil and noise pollution risks, such that

could affect local communities or neighbours outside the industrial parks

where our factories are located. Where Nel operates chemical baths for

production, a policy for air pollution management is in place ensuring an

appropriate process for air filtering. Nel workforces must work with safety

equipment to protect from loud machinery or hazardous in the workplace.

The waste management process in Nel has in place procedures to log and

dispose waste accordingly to the waste type. Local QHSE teams have in

place procedures to maximize the recycling of non-hazardous waste. The

management of hazardous waste is outsourced with environmental certified

partners.

Waste Management recommendations are sent to customers, including

classification of substances and mixtures in the product based on the

Classification, Labelling and Packaging regulations in the EU.

Nel did not identify any significant harm to the pollution prevention and

control in accordance with the criteria described in the EU Taxonomy. It is

assessed that all relevant eligible activities comply with the criteria set out in

appendix C to annex I of the Climate Delegated Act.

Protection and restoration of biodiversity and ecosystems

Nel’s facilities are in industrial parks selected due to their location outside

conservation areas, complying with environmental laws and regulations. Nel

does not operate in locations within the red list from the International Union

for Conservation of Nature’s Red List of Threatened Species (“IUCN”) or in

natural areas protected by the UNESCO’s World Heritage list. In addition, the

environmental impact assessment performed by the NGI (“Norwegian

Geotechnical Institute”) have not identified specific risks to biodiversity and

ecosystem in Herøya, Norway. Nel’s factories are in industrial parks

preventively located in areas outside of critical biodiversity and ecosystems.

Nel did not identify any significant harm the protection and restoration of

biodiversity and ecosystems objective in accordance with the criteria

described in the EU Taxonomy. It is assessed that all relevant eligible

activities comply with the criteria set out in appendix D to annex I of the

Climate Delegated Act.

Minimum safeguards

Human Rights

The Norwegian Transparency Act entered into force in July 2022 to establish

and promote enterprises’ respect to fundamental human rights and decent

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working conditions. Nel has in-place a Human Rights Policy reassuring its

commitment to the most established Human Rights framework, including UN

Guiding Principles on Business and Human Rights and OECD's guidelines for

multinational enterprises, including the principles of the Declaration of the

International Labour Organization on Fundamental Principles and Rights at

Work and the International Bill of Human Rights, both in our own operations

and supply chain.

Nel’s supply chain teams, with support from the compliance team, carefully

screen suppliers and business partners before engaging in commercial

partnerships. Nel’s integrity due diligence check is a continuous process

aimed to identify risks and implement suitable measures to prevent adverse

impacts based on the most established Human Right’s frameworks. The

complete list of Human Right’s framework can be found in the Human Right’s

policy available in the Ethics and Compliance page of Nel’s website.

Nel believes to be compliant with the minimum safeguard for Human Rights

aligned to the EU taxonomy.

Corruption

Nel Anti-Bribery and Corruption Policy set out requirements and

responsibilities relating to the prevention of bribery and corruption in Nel’s

business dealings. Employees and representatives are obliged to follow the

strictest anti-bribery and corruption standards when making their business

decisions. Nel does not tolerate corruption in any form, and we are

committed to conduct our business in an honest and ethical manner in

accordance with applicable law. The purpose of our Anti-Bribery and

Corruption Policy is to prevent bribery and corruption throughout Nel’s

business activities, and it applies to all employees and business partners

working for or on behalf of Nel. To foster a culture of zero tolerance against

bribery and corruption, Nel has in-place an annual wheel of compliance

training’s that includes modules to increase awareness and prevention in this

area. Nel also have available an ethics hotline and a whistleblowing channel

where internal and external stakeholders can anonymously report the cases

of concern for investigation.

Nel believes to be compliant with the minimum safeguard for corruption

aligned to the EU taxonomy.

Tax

Nel has an international presence delivering projects in Europe, Asia, Africa,

and North America. Nel adopts a responsible approach to taxation

implementing its Tax Policy in compliance with the local tax regulation and

where applicable, aligned with OECD Transfer Pricing guidelines. In the fiscal

year that ended 31 December 2025, Nel did not operate in tax heavens nor

countries where the domestic legislation is not consistent with the OECD

Transfer Pricing guidelines. Moreover, Nel has a centralized tax accounting

team implementing tax risk strategies and processes aimed at mitigating the

risk of non-compliance with tax legislation of countries where Nel’s holds

employment, revenue, or operations.

Nel believes to be compliant with the minimum safeguard for tax aligned to

the EU taxonomy.

Fair Competition

Nel carries out its activities in a manner consistent with all applicable

competition laws and regulations, complying with the requirements in the

jurisdictions of commercial activity. Nel requires all employees to read and

comply with its Code of Conduct which, inter alia, addresses fair competition

in such a way to foster in the corporate culture the best behaviour towards

business practice. Management prohibits all type of anti-competitive

practices, including agreements on prices between competitors, bid

rigging/market sharing, or to limit or restrict supply to customers.

Nel believes to be compliant with the minimum safeguard for fair competition

aligned to the EU taxonomy.

www.nelhydrogen.com

2. EU Taxonomy – Accounting policy

Turnover

EU Taxonomy eligible

Nel manufactures of PEM Electrolysers and Alkaline Water Electrolysers

(collectively “Electrolysers”) for the production of renewable hydrogen. The

technology of these equipment enables the climate mitigation with supply of

renewable hydrogen.

The manufacture of electrolysers is assessed as EU Taxonomy eligible under

activity 3.2 Manufacture of equipment for the production and use of

hydrogen, applying the relevant screening criteria, due to its substantial

contribution to the climate mitigation of energy-intense industries.

In addition, Nel provides engineering and consulting services related to the

design and development of renewable hydrogen projects. The revenue from

these services is assessed as EU Taxonomy-eligible under 9.1 Engineering

activities and related technical consultancy dedicated to adaptation to

climate change dedicated to adaptation to climate change.

EU Taxonomy non-eligible

Nel sub-leases idle spaces in some of its leased facilities to third parties. Nel

did not identify this activity in the EU Taxonomy, concluding therefore this is

not eligible.

Turnover numerator

The turnover numerator has been determined excluding non-operational

activities listed as eligible by the EU Taxonomy.

www.nelhydrogen.com

Proportion of turnover from products or services associated with taxonomy-aligned economic activities

Substantial contribution criteria

DNHS criteria

Code(s)

Absolute

turnover

Proportion

turnover

Climate change mitigation

Climate change adaptation

Water and marine resources

Circular economy

Pollution

Biodiversity and ecosystems

Climate change mitigation

Climate change adaptation

Water and marine resources

Circular economy

Pollution

Biodiversity and ecosystems

Minimal

safeguar

Taxonom

y aligned

proportio

n of

material

turnover

Categor

(enablin

activity)

NOK

Y/N

Percent

A: TAXONOMY-ELIGIBLE ACTIVITIES

A.1 Environmentally sustainable activities (Taxonomy- aligned)

3.2 Manufacture of equipment for production and use of renewable hydrogen

873,264,766

94.8%

100%

94.8%

9.1. Engineering activities and related technical consultancy dedicated to adaptation to climate

change

45,604,808

5.0%

100%

5.%

Total turnover of Taxonomy-eligible activities

918,869,574

99.8%

B. TAXONOMY NON-ELIGIBLE ACTIVITIES

Turnover of Taxonomy non-eligible activities (B)

1,843,584

0.2%

Total (A+B)

920,713,18

96%

Non-material revenue

42,401,124

4,6%

Total revenue ref Group Accounts Note 2.3

963,114,282

100%

www.nelhydrogen.com

Capital expenditure (CapEx) and operating expenditure (OpEx)

The EU Taxonomy defines the methodology for calculating the proportion of

capital expenditure (CapEx) and operating expenditure (OpEx) that is

associated with EU Taxonomy-aligned economic activities). In accordance

with this methodology, Nel allocates CapEx and OpEx to EU Taxonomy-

aligned activities where such expenditure is directly attributable to, or

supports, activities intended to be marketed as EU Taxonomy-aligned.

CapEx and OpEx that cannot be directly linked to EU Taxonomy-aligned

activities, or that relate to activities not covered by the EU Taxonomy, are

reported as non-eligible.

Operating expenditure (OpEx)

The OpEx denominator comprises operating expenses as defined under the

EU Taxonomy and includes non-capitalised is research and development

expenses, as well as expenses related to building renovation, short-term

leases, maintenance and repair, and other direct expenditures relating to the

day-to-day servicing of assets of property, plant and equipment to ensure the

continued and effective functioning of such assets.

Expenditures directly related to the sale of equipment or services, as well as

depreciation of assets are excluded from the OpEx denominator to avoid

double counting of cost already reflected in revenue or reported under the

CapEx KPI.

The OpEx numerator includes expenditures that are directly associated with

assets or processes linked to Taxonomy-aligned economic activities. This

includes non-capitalised research and development expenditure and training

costs where such expenditures are directly attributable to the development,

operation and maintenance of Taxonomy-aligned assets or processes.

Corporate expenses related to sales activities, general administration or

travel are excluded from the OpEx numerator, as such costs cannot be

directly allocated to specific Taxonomy-aligned assets or processes.

Capital expenditure (CapEx)

The CapEx denominator covers additions to property, plant and equipment,

as well as intangible assets, including internally generated intangible assets

and right-of-use assets recognized under IFRS 16. The denominator covers

additions to tangible and intangible assets resulting from business

combinations. The additions should reconcile to intangible assets in note

3.1, property, plant and equipment in note 3.2 and right-of-use assets in note

3.3.

The CapEx numerator includes capital expenditure directly associated with

EU Taxonomy-aligned economic activities, as well as capitalised expenditure

that supports the expansion, upgrading or future alignment of such activities.

This includes investments in production facilities, manufacturing equipment

and capitalised expenditure related to the development and quality

enhancement of product related technologies.

Proportion of OpEx from products or services associated with taxonomy-aligned economic activities

Substantial contribution criteria

DNHS criteria

Code(s)

Absolute

OpEx

Proportion of

OpEx

Climate change mitigation

Climate change adaptation

Water and marine resources

Circular economy

Pollution

Biodiversity and ecosystems

Climate change mitigation

Climate change adaptation

Water and marine resources

Circular economy

Pollution

Biodiversity and ecosystems

Mini

mal

safeg

uards

Taxonomy

aligned

proportio

n of OpEx

Catego

(enabli

activiti

es)

NOK

Y/N

Percent

A: TAXONOMY-ELIGIBLE ACTIVITIES

A.1. Environmentally sustainable activities (Taxonomy-aligned)

3.2 Manufacture of equipment for the production and use of hydrogen

384,854,184

73%

100%

73%

9.1 Engineering activities and related technical consultancy dedicated to adaptation

to climate change

1,120,009

0,1%

100%

0,1%

Total OpEx of Taxonomy-eligible activities (A.1 + A.2)

385,974,193

73%

B. TAXONOMY NON-ELIGIBLE ACTIVITIES

OpEx of Taxonomy non-eligible activities (B)

143,176,182

27%

Total (A+B)

529,150,375

100%

Proportion of CapEx from products or services associated with taxonomy-aligned economic activities

Substantial contribution criteria

DNHS criteria

Code(s)

Absolute CapEx

Proportio

n of

CapEx

Climate change mitigation

Climate change adaptation

Water and marine resources

Circular economy

Pollution

Biodiversity and ecosystems

Climate change mitigation

Climate change adaptation

Water and marine resources

Circular economy

Pollution

Biodiversity and ecosystems

Minimal

safeguards

Taxonomy

aligned

proportion

of CapEx

Category

(enabling

activities)

NOK

Y/N

Percent

A: TAXONOMY-ELIGIBLE ACTIVITIES

3.2 Manufacture of equipment for the production and use of hydrogen

286,291,957

99%

100

99%

Total CapEx of Taxonomy-eligible activities (A.1 + A.2)

286,291,957

99%

B. TAXONOMY NON-ELIGIBLE ACTIVITIES

CapEx of Taxonomy non-eligible activities (B)

4,186,012

Total (A+B)

290,477,968

100%

Total additions in Group Accounts Note 3.1 & 3.2

290,477,968

NUES report

Board of Directors’ report in relation to the Norwegian Code of practice for corporate

governance

1. Report on corporate governance

The Board of Directors (also, the board) and management of Nel are committed to maintaining high ethical standards and promoting good corporate

governance. The company believes that good corporate governance builds confidence among shareholders, employees, partners, customers, and other

stakeholders, and thereby supports sustainable value creation over time. The equal treatment of all shareholders lies at the heart of the company’s corporate

governance policy.

Nel’s Corporate Governance Report is based on the Norwegian Code of Practice for Corporate Governance (“the code” from NUES), dated 17 October 2018

and its amendments. The code is available on www.nues.no

Observance of the recommendations is based on the “comply or explain” principle. Nel’s board and management have resolved to follow the

recommendations of the Code to the extent deemed reasonable in view of the company’s size and stage of development.

2. Business

Nel ASA’s business purpose is defined in the company’s Articles of Association, section 3: “The Company’s business is, directly or indirectly, through

investments or ownership, to engage in activities related to the production and sale of hydrogen plants and/or other hydrogen-related products or services, or

associated activities.”

Nel is a leading pure play hydrogen technology company with a global footprint, developing optimal solutions to produce, store and distribute hydrogen from

renewable energy. Our hydrogen solutions cover important parts of the value chain: enabling decarbonization of industries such as cement, steel and fertilizer

production, while also providing fuel cell electric vehicles with the same fast fueling and long driving range as fossil-fuelled vehicles - without any emissions.

Nel is committed to create value for shareholders in a sustainable manner.

3. Capital and dividend

The company’s registered share capital as of 31 December 2025 consisted of 1 838 457 834 shares, including both outstanding shares and treasury shares,

with a par value of NOK 0.20 per share.

The company has in place a shareholder return policy. The distribution of dividends and repurchase of shares are subject to the discretion of the Board of

Directors at Nel ASA. Nel ASA is currently in a growth phase, with substantial investments directed towards capacity expansions and organizational

development. Considering the company's state, shareholder returns in the form of dividends or share buy-backs are currently not prioritized.

4. Equal treatment of shareholders and transactions with related parties

All shares in Nel carry one vote, and the shares are freely transferable. The company has only one share class, and all shareholders have equal rights. Existing

shareholders are given priority in the event of share capital increases unless special circumstances warrant deviation from this principle.

At the annual general meeting on 10 April 2025, the board was granted authorisation to increase the share capital with up to NOK 36 769 157 through one or

several capital increases. In addition, a separate authorisation to increase the share capital of up to NOK 3 676 916 for issue of shares in connection with

incentive programs for employees. The board has also been granted authorisation to acquire shares in Nel on behalf of the company, for a total nominal value

not exceeding 9% of the share capital at any given time.

Transactions between the company and related parties, including members of the board or persons employed by the company either personally or through

companies belonging to related parties, must be based on terms achievable in an open, free and independent market, or on a third-party valuation.

Major transactions with related parties must be approved by the general meeting.

5. Free transferability

The company’s shares are listed on the Oslo Stock Exchange under the ticker “NEL” and are freely transferable. The Articles of Association contain no

restrictions on transferability.

6. General meeting

Shareholders can exercise their rights at general meetings, and the company wants general meetings to be a meeting place for shareholders and the board.

The company will seek to enable as many shareholders as possible to participate in general meetings. Meeting documents will be published on the company’s

website no later than 21 days before a general meeting. The company endeavours to ensure that meeting documents are sufficiently detailed to enable

shareholders to take a view on all matters to be considered. The deadline for notifying attendance at a general meeting is set as close to the meeting as possible.

Shareholders who are unable to participate themselves may vote by proxy. The proxy form will be designed so that it can be used to vote on all matters up for

consideration, and on candidates for election.

In 2025, the annual general meeting was held on 10 April, and 14.09 percent of the total share capital was represented. The annual general meeting was

conducted digitally, with a live webcast and electronic voting on each item. An extraordinary general meeting was held on 26 May 2025, and 13.47 percent of

the total share capital was represented. The extraordinary was conducted digitally, with a live webcast and electronic voting on each item.

The company encourages board members and nomination committee to attend general meetings. The external auditors are also invited to attend.

In accordance with the articles of association, general meetings are chaired by the board chair if no-one else is elected to do so. Minutes of general meetings

are published in the form of stock exchange notifications and on the company’s website.

7. Nomination committee

In accordance with Nel’s articles of association, the general meeting shall establish a nomination committee comprising of three to five members. These must

be shareholders or representatives of shareholders. The nomination committee evaluates and proposes board members to the general meeting and makes

recommendations on director remuneration. No board members or representatives of company management are members of the nomination committee.

Nomination committee members are elected for a one-year term. At the general meeting on 10 April 2025, the following persons were elected to the nomination

committee and serve until the 2026 annual general meeting:

• Øyvind Hasaas, chair

• Mai-Lill Ibsen, member

• Andreas Poole, member

• Nanna Sjaastad, member

8. Board composition and independence

The board members and chair of the board are elected by the general meeting. The board’s composition is designed both to represent the interests of all

shareholders and meet the company’s need for expertise, capacity, and balanced decision-making. The board should function as an effective collegiate body.

The board is elected for a one-year term, and board members may stand for re-election. The CEO is not a member of the board. According to its articles of

association, Nel’s board must have between four and seven members.

At the annual general meeting 10 April 2025, Arvid Moss was elected as chair of the board. Hanne Blume, Beatriz Malo de Molina, Charlotta Falvin, Tom Røtjer,

and Jens Bjørn Staff were all re-elected to the board. Gyuyeon Kang was elected as new member of the board on an extraordinary general meeting held 26 May

2025.

Each of the board members are considered independent from the company’s day-to-day management. The board is qualified to assess the day-to-day

management and significant contracts entered into by the company on an independent basis.

See also note 7.4 (group) and note 12 (parent company) for transactions with related parties.

9. The work of the Board

A plan for the boards’ work is prepared every year. The board has also adopted instructions for the board and CEO, detailing the work and responsibilities of

the board and CEO, respectively. The board ensures the company’s business is properly organised and that plans and budgets are prepared. The board’s plans

and rules of procedure ensure the board is kept informed of the company’s financial position and that the business, asset management, and accounts are

subject to controls.

Nel’s Code of Conduct includes guidelines for how conflicts of interests that may arise should be handled with. The code applies to all members of the board

and employees of Nel. The board are not aware of any transactions that were material between the group and its shareholders, board members, executive

management or related parties in 2025, save any listed under item 8 independence.

The chair of the board ensures the proper functioning of the board. The chair of the board leads the board meetings and prepares board matters in cooperation

with the CEO. The CFO keeps minutes of board meetings, which are approved and signed by all board members. In addition to ordinary board meetings, annual

strategy meetings are held, devoted to the in-depth assessment of major challenges and opportunities for the company. The board manages the company’s

strategic planning and assesses its strategy regularly.

The board evaluates its composition and the board work at least once per year. The evaluation may also cover the way in which the board functions, at both

individual and group level, in relation to the objectives that have been set for its work. The evaluation reports are presented to the nomination committee.

In 2025, the board conducted 11 board meetings with 100% meeting attendance, except for one ad hoc meeting where Board member Staff was unable to

partiicipate due to a prior commitment. He shared his inputs with the Chair of the Board prior to the meeting. The meetings were held at group headquarters

in Oslo, one meeting at the Norwegian subsidiary and/or virtual meetings due to travel convenience, and also treated a number of issues by circulation of

documents.

The company has an audit committee consisting of 3 members from the board, which is governed by the Norwegian Public Limited Liability Companies Act.

The audit committee assist the board in exercising its oversight responsibility with respect to the integrity of the company’s financial statements, financial

reporting processes and internal controls, risk management, compliance system and the company’s environmental, social and governance (“ESG”) reporting.

With the broader mandate, the committee is referred to as Board Audit, Risk and Sustainability Committee. The members of the audit committee are appointed

by and from the members of the board, and currently consist of Beatriz Malo de Molina as chair, and Charlotta Falvin and Jens Bjørn Staff as member. Current

members are independent of the company’s management. The audit committee conducted 7 meetings with 100% meeting attendance in 2025.

The company has a remuneration committee, which consist of 2 members from the board. The committee shall assist the board in exercising its oversight

responsibility, in particular to compensation matters pertaining to the CEO and other members of the executive management, compensation issues of

principal importance and strategic people process in the company, in particular related to succession, recruitment, talent and diversity and inclusion. The

committee currently consist of Hanne Blume as chair and Arvid Moss as member. The committee has held 4 meeting with 100% meeting attendance in 2025.

The committee was also involved in discussions related to the recruitment of strategic positions for Nel and key organisational adjustments through the year.

10. Risk management and internal controls

Risk management and internal controls are important to Nel. They enable the company to achieve its strategic objectives, and are an integral part of

management decision-making processes, the organisational structure, and internal procedures and systems.

Nel’s enterprise risk management process is value driven and aims to identify, assess and manage risk factors that could impact the value of the company.

The process is to mitigate potential damages and loss, and to explore business opportunities.

The enterprise risk management function has the responsibility to facilitate the legal and operational risk management activities and develop risk policies and

tools as well as maintaining an aggregated view of risk exposure. The function reports to the CFO, with active involvement by Nel’s General Counsel.

Risk management and internal control requirements have been evaluated by management and the board, and a set of appropriate procedures and our

established framework is inspired by the Committee of Sponsoring Organisations of the Treadway Commission (COSO) ERM framework and the ISO 31000

risk management standard. The materiality of each risk factor is determined by assessing the likelihood and consequence. Risks are evaluated to determine

whether the level is acceptable or unacceptable and to prioritise those that have the greatest potential to impact our value. We implement mitigating strategies

to ensure that each risk is optimally managed. Risk mitigation plans are based on evaluations of the cost of control and potential impacts relative to the benefits

of reducing the risk. The operating segments are responsible to maintain business continuity plans. The post-mitigation residual risks are continually

monitored by the operating segments. The mitigation strategies, residual risks and risk appetite are reviewed and updated by the executive management during

bi-yearly dedicated business review meetings. The board believes that expressing the company’s risk appetite within important areas of its business activity

helps to convey how the company approaches and evaluates risk to investors, customers and society at large. The audit committee performs ongoing

evaluations of the Company’s Enterprise Risk Management process.

In this context, emphasis is also given to ensuring that the company operates in accordance with accepted ethical guidelines and values, including guidelines

on how employees can communicate matters relating to illegal or unethical behaviour on the company’s part to the board. Nel believes that its values and

control procedures meet requirements found within the environmental, social, and governance domain, and are proportionate to the scope and nature of its

business.

Nel’s regular business activities entail exposure to various types of risk. The company proactively manages such risks, and the board regularly analyses its

operations and potential risk factors and takes steps to reduce risk exposure. Nel places a strong emphasis on quality assurance, and has quality systems

implemented, or under implementation, in line with the requirements applicable to its business operations.

The full range of risk factors is discussed in more detail in the notes 6.1-6.4 to the annual accounts.

The company’s financial reporting complies with the laws and regulations applicable to companies listed on the Oslo Stock Exchange. The board reviews the

company’s financial position frequently through reporting and reviews at board meetings and reviews the financial statements at the end of every quarter. At

least once per year, the board assesses the company’s risk profile by reference to strategic, operational, and transactional factors.

As a listed company, Nel has a special responsibility relating to the insider trading rules, the provision of information, and share trading. The company has

guidelines to ensure board members, senior management, and other insiders comply with relevant legislation and rules relating to insider trading in the

company’s shares.

11. Board remuneration

Nel’s general meeting determines the remuneration of the board based on a recommendation by the nomination committee. Board remuneration must reflect

the board’s expertise and time investment, as well as the complexity of the business and the fact that Nel is a listed company. Remuneration takes the form

of a fixed annual amount and is not tied to the company’s performance or share price.

An assessment regarding the independence of the directors and chair of the board is set out in section 8 above.

The board remuneration for 2025 is outlined in note 7.4 to the annual accounts.

12. Remuneration of senior management

The board prepares guidelines on the remuneration of the company’s senior management. These guidelines, as well as details of the remuneration packages

and incentive schemes of the CEO and other senior executives, are set out in the note 7.2 to the annual accounts.

The guidelines on the remuneration of senior management must be submitted to the general meeting. The remuneration policy was approved by the

shareholders at the general meeting held in 2025. The board considers that the remuneration paid to senior management reflects market practice and that the

remuneration packages do not include any unreasonable terms, for example in connection with resignation or termination of employment.

In accordance with section 6-16b of the Norwegian Public Limited Liability Companies Act, the board has prepared a report on salary and other remuneration

to the executive management. The remuneration report for 2025 will be presented to the general meeting in 2026 for an advisory vote. The remuneration report

will become available during March 2026, on www.nelhydrogen.com.

The shareholdings of executive management are outlined in note 7.2 (group).

13. Information and communication

The company publishes a financial calendar on an annual basis, which includes the dates of general meetings and dates for the presentation of interim reports.

Presentation of the quarterly reports are broadcasted through webcasts. Press releases and stock exchange notifications are typically posted on the

company’s website, www.nelhydrogen.com. All stock exchange notifications are also available at www.newsweb.no.

The company complies with all applicable disclosure laws and practice, including equal treatment requirements. The ability to provide information about the

company in addition to published reports is restricted under stock exchange regulations. Inside information is only released to persons other than primary

insiders when the company considers it necessary, and then only in accordance with a system of insider declarations and insider lists. The insider lists are

maintained by the CFO.

Notice to general meetings of shareholders is sent directly to shareholders with known addresses unless they have consented to receive these documents

electronically. All information sent to the shareholders is made available on www.nelhydrogen.com when distributed.

Nel wishes to maintain a constructive, open dialogue with its shareholders, analysts, and the stock market in general. The company holds regular

presentations for investors, analysts, and shareholders. The company’s CEO is responsible for external communication and investor relations. The CEO and

chair of the board are both authorised to speak on behalf of the company and may delegate their authority in this regard as they consider appropriate.

14. Company takeovers

In the event of a takeover situation, the company’s board and management will endeavour to ensure the equal treatment of shareholders. The board will ensure

that shareholders are given information and time to evaluate any bona fide bid and will endeavour to provide a recommendation to shareholders as to whether

or not the bid should be accepted. The board and management will help ensure that there are no unnecessary disruptions to the business in the event of a

takeover. Moreover, such a situation will be governed by the provisions applicable to listed companies.

15. Auditor

The external auditor attends the board meeting at which the annual financial statements are approved. As part of the approval, the board should at least once

a year review the company’s internal control procedures with the external auditor, including weaknesses identified by the auditor and proposals for

improvement. The external auditor participates in all meetings of the audit committee. The auditor presents an annual audit plan to the audit committee.

The board has adopted guidelines on management’s use of the auditor for services other than auditing. The Public Audit Act entered into force on January 1,

2021. Extended tasks including purchase of non-audit services and follow-up of the external auditor are considered by the audit committee. Non-audit services

are subject to pre-approval as defined by the audit committee. The fee payable to the auditor is specified in note 7.3 to the annual accounts and is categorised

under the items statutory audit, attestation and non-auditing services. The board submits proposals regarding the fees payable for the statutory audit to the

general meeting for approval.

Oslo, 25 February 2026

The Board of Directors

Arvid Moss

Chair

(Electronically signed)

Beatriz Malo de Molina

Board member

(Electronically signed)

Charlotta Falvin

Board member

(Electronically signed)

Jens Bjørn Staff

Board member

(Electronically signed)

Hanne Blume

Board member

(Electronically signed)

Tom Røtjer

Board member

(Electronically signed)

Gyu Yeon Kang

Board member

(Electronically signed)

Håkon Volldal

CEO

(Electronically signed)

Consolidated

financial statements -

Nel group

Contents

Consolidated statement of comprehensive income

Consolidated statement of financial position as of 31 December

Consolidated statement of cash flows

Consolidated statement of changes in equity

Notes to the consolidated financial statements

1.1 Corporate information

1.2 Basis of preparation

1.3 Significant accounting policies

1.4 Changes in accounting policies

1.5 Significant accounting judgements and estimation uncertainty

2.1 Revenue from contracts with customers

2.2 Other income

2.3 Segment information

2.4 Raw materials

2.5 Personnel expenses

2.6 Other operating expenses

2.7 Finance income and cost

2.8 Income taxes

2.9 Earnings per share

3.1 Intangible assets

3.2 Property, plant and equipment

3.3 Leases

3.4 Investments in associated companies and joint ventures

3.5 Non-current financial assets

3.6 Restricted cash and cash equivalents

4.1 Inventories

4.2 Trade receivables

4.3 Prepaid expenses and other current assets

4.4 Cash and cash equivalents

5.1 Share capital and shareholders

5.2 Long-term debt

5.3 Deferred income

5.4 Other liabilities

5.5 Provisions

6.1 Operational risk factors

6.2 Financial risk factors

6.3 Market risk factors

6.4 Climate-related risks and opportunities

6.5 Hedge accounting

6.6 Financial instruments

6.7 Contractual commitments and commitments for investments

7.1 Composition of the group

7.2 Executive management remuneration

7.3 External audit remuneration

7.4 Related parties

7.5 Events after the balance sheet date

7.6 Going concern

Consolidated statement of comprehensive income

(Amounts in NOK thousands)

NOTE

2025

2024

Revenue from contracts with customers

2.1, 2.3

963 114

1 389 909

Other income

2.2

137 074

105 024

Total revenue and income

1 100 188

1 494 933

Raw materials

2.4

400 626

503 976

Personnel expenses

2.5

569 244

645 586

Depreciation and amortisation

3.1, 3.2

290 470

216 486

Impairment of tangible and intangible assets

3.1, 3.2

799 410

Other operating expenses

2.6

405 105

518 313

Total operating expenses

2 464 855

1 884 361

Operating loss

-1 364 667

-389 428

Finance income

2.7

105 015

132 076

Finance costs

2.7

-41 027

-6 833

Share of profit (loss) from associates and joint ventures

3.4

4 527

Pre-tax income (loss)

-1 296 152

-264 185

Tax expense (-income)

2.8

-31 035

-6 554

Net income (loss) from continuing operation

-1 265 117

-257 631

Net income (loss) from discontinued operation

2.0

13 289

Net income (loss) attributable to equity holders of the company

-1 265 117

-244 342

Other comprehensive income that are or may subsequently be reclassified to profit or loss (net of tax)

Currency translation differences

-133 829

92 554

Cash flow hedges, effective portion of changes in fair value

6.5

2 821

-52 108

Cash flow hedges, reclassified

6.5

809

43 244

Comprehensive income attributable to equity holders of the company

-1 395 316

-160 652

Earnings per share (NOK) attributable to Nel shareholders

2.9

-0.70

-0.15

Diluted earnings per share (NOK) attributable to Nel shareholders

2.9

-0.70

-0.15

The accompanying notes are an integral part of the consolidated financial statements.

Consolidated statement of financial position as of 31 December

Amounts in NOK thousands

NOTE

2025

2024

Non-current assets

Technology

3.1

523 087

617 420

Goodwill

3.1

61 364

411 753

Property, plant and equipment

3.2, 3.3

1 190 233

1 664 079

Non-current restricted cash

3.6

155 027

158 750

Investments in associates and joint ventures

3.4

100

Non-current financial assets

3.5

40 303

44 419

Total non-current assets

1 970 014

2 896 521

Current assets

Inventories

4.1

918 794

531 748

Trade receivables

4.2

240 913

700 679

Contract assets

2.1

67 204

24 155

Other current assets

4.3

142 449

273 269

Current restricted cash

3.6

2 260

Cash and cash equivalents

4.4

1 617 458

1 875 580

Total current assets

2 986 818

3 407 691

TOTAL ASSETS

4 956 832

6 304 212

Amounts in NOK thousands

NOTE

2025

2024

Equity

Share capital

5.1

367 692

334 265

Treasury shares

5.1

-84

Share premium

5.1

7 914 367

7 598 563

Other capital reserves

5.1

70 639

68 647

Retained earnings

5.1

-4 507 460

-3 242 343

Other components of equity

5.1

88 029

218 228

Total equity

3 933 183

4 977 276

Non-current liabilities

Deferred tax liabilities

2.8

34 813

Lease liabilities

3.3

190 185

215 523

Deferred income

5.3

60 488

69 279

Other non-current liabilities

5.4

8 251

5 263

Total non-current liabilities

258 924

324 878

Current liabilities

Trade payables

126 796

110 742

Lease liabilities

3.3

42 961

44 479

Contract liabilities

2.1

372 420

583 392

Other current liabilities

5.4

127 304

173 795

Provisions

5.5

95 244

89 650

Total current liabilities

764 725

1 002 058

Total liabilities

1 023 649

1 326 936

TOTAL EQUITY AND LIABILITIES

4 956 832

6 304 212

The accompanying notes are an integral part of the consolidated financial statements.

Consolidated statement of cash flows

Amounts in NOK thousands

NOTE

2025

2024

CASH FLOWS FROM OPERATING ACTIVITIES

Pre-tax income (loss)

-1 296 152

-264 185

Net income (loss) from discontinued operation

2.0

13 289

Effects from discontinued operation

2.0

-172 034

Adjustments for interest expense

2.7

16 672

16 171

Depreciation, amortisation and impairment

3.1, 3.2

1 089 880

216 486

Change in fair value equity instruments

2.7, 4.3

6 219

2 650

Equity-settled share-based compensation expense

2.5

2 012

2 718

Change in provisions

5.5

5 594

-3 966

Change in inventories

4.1

-387 046

-144 064

Change in trade receivables and contract balances

2.1, 4.2

205 745

117 774

Change in trade payables

16 054

-56 029

Changes in other balances

4.3, 5.4

88 227

29 609

Net cash flow from operating activities

-252 795

-241 581

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of property, plant and equipment

3.2

-145 159

-527 337

Payments for capitalised technology

3.1

-145 248

-119 241

Cash flows from (used in) decrease (increase) in restricted cash

4.3

33 451

-18 236

Purchase of other investments

3.5, 4.3

-17 952

Investments in other financial assets

3.5

-35 000

Investments in associates and joint ventures

3.4

4 527

Proceeds from sales of other investments

3.5, 4.3

116 632

Effects from discontinued operation

2.0

-33 728

Net cash flow from investing activities

-305 381

-581 910

CASH FLOWS FROM FINANCING ACTIVITIES

Interests paid

2.7

-16 672

-16 166

Gross cash flow from share issues

5.1

353 070

Transaction costs from share issues

5.1

-3 840

Dividends paid (spin-off)

2.0

-625 420

Payment of lease liabilities

3.3

-29 455

-20 943

Effects from discontinued operation

5.2

-3 459

Net cash flow from financing activities

303 103

-665 988

Effect of exchange rate changes on cash

-3 049

1 628

Net change in cash and cash equivalents

-258 122

-1 487 851

Cash balance as of 01.01

4.4

1 875 580

3 363 431

Cash balance as of 31.12

4.4

1 617 458

1 875 580

Consolidated statement of changes in equity

capital

Treasury

premium

Other

reserve

Retained

earnings

Currency

translation

difference

Hedging

reserve

Total

equity

Equity as of 31.12.2023

334 265

-84

8 661 090

65 928

-2 998 001

127 259

7 279

6 197 736

Total comprehensive income

-244 342

92 554

-8 864

-160 652

Increase of capital 2024

Options and share program

2 719

Distribution of shares in Cavendish Hydrogen ASA

-1 062 527

Equity as of 31.12.2024

334 265

-84

7 598 563

68 647

-3 242 343

219 813

-1 585

4 977 276

Total comprehensive income

-1 265 117

-133 829

3 630

-1 395 316

Increase of capital 2025

33 427

315 804

349 231

Options and share program

1 992

Equity as of 31.12.2025

367 692

-84

7 914 367

70 639

-4 507 460

85 984

2 045

3 933 183

Oslo, 25 February 2026

The Board of Directors

Arvid Moss

Chair

(Electronically signed)

Beatriz Malo de Molina

Board member

(Electronically signed)

Charlotta Falvin

Board member

(Electronically signed)

Jens Bjørn Staff

Board member

(Electronically signed)

Hanne Blume

Board member

(Electronically signed)

Tom Røtjer

Board member

(Electronically signed)

Gyu Yeon Kang

Board member

(Electronically signed)

Håkon Volldal

CEO

(Electronically signed)

Notes to the consolidated financial statements

1.1 Corporate information

Nel ASA (Nel) is a global, dedicated hydrogen company, delivering optimal solutions to produce, store and distribute hydrogen from renewable energy. The

company is domiciled in Norway. The company specializes in electrolyser technology for production of renewable hydrogen. Nel’s product offerings are key

enablers for a renewable hydrogen economy, making it possible to decarbonize various industries such as transportation, refining, steel, and ammonia.

The group has two divisions: Nel Alkaline Electrolyser and Nel PEM Electrolyser.

The ultimate parent of the group Nel ASA (org. no 979 938 799) was formed in 1998, incorporated in Norway. Nel ASA is a Norwegian public limited liability

company listed on the Oslo Stock Exchange. The group's head office is in Karenslyst allé 49, N-0279 Oslo, Norway.

1.2 Basis of preparation

The group's consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the

European Union (EU). Accounts are based on the principle of historical cost, except for certain financial instruments, which are measured at fair value. The

consolidated financial statements are presented in Norwegian kroner (NOK). The functional currency of Nel ASA is NOK. All values are rounded to the nearest

thousand, unless when indicated otherwise. As a result of rounding differences numbers or percentages may not add up to the total. The financial statements

are prepared based on a going concern assumption. The consolidated financial statements were approved by the Board of Directors and the Chief Executive

Officer on February 25, 2026.

Definition and applying of materiality judgements in preparation of these consolidated financial statements

These consolidated financial statements aim to provide useful financial information which increase the understandability of Nel and its performance. To meet

the information needs of its primary users, Nel apply materiality judgments which are necessary to meet this objective, and Nel has made such judgments

related to recognition, measurement, presentation and disclosures. Within these consolidated financial statements information is considered material if

omitting, misstating or obscuring it could reasonably be expected to influence decisions taken by primary users based on the information provided. In practice

this will lead to Nel omitting certain information if it is assessed it will obscure the material information. The materiality judgments are reassessed at each

reporting date and updated based on changed facts and Nel specific circumstances.

Basis of consolidation

The consolidated financial statements comprise the financial statements of the parent company and its subsidiaries as of 31 December 2024. Consolidation

of a subsidiary begins when the group obtains control over the subsidiary and ceases when the group loses control of the subsidiary. Control is achieved if,

and only if, the group has power over the investee, is exposed to, or has rights to, variable returns from its involvement with the investee, and has the ability to

affect those returns through its power over the investee.

Generally, there is a presumption that a majority of voting rights result in control. To support this presumption and when the group has less than a majority of

the voting or similar rights of an investee, the group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:

i) The contractual arrangement with the other vote holders of the investee, ii) Rights arising from other contractual arrangements and iii) The group’s voting

rights and potential voting rights.

The group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements

of control. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements

from the date the group gains control until the date the group ceases to control the subsidiary.

Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the parent of the group. There are no non-

controlling interests in the Group as all subsidiaries are 100 % owned. When necessary, adjustments are made to the financial statements of subsidiaries to

bring their accounting policies into line with the group’s accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows

relating to transactions between members of the group are fully eliminated upon consolidation.

A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the group loses control over a

subsidiary, it derecognises the related assets (including goodwill), liabilities and other components of equity while any transaction gain or loss is recognised

in the statement of comprehensive income.

Foreign exchange and currency

Transactions in foreign currencies are converted to functional currency to the exchange rate on the transaction date. Exchange rate gains and losses are

recognised within ‘finance cost’ in the profit or loss. Foreign currency monetary items are translated into functional currency using the balance sheet closing

rates. Non-monetary items that are measured in terms of historical cost in a foreign currency continue to be translated using the exchange rate that prevailed

at the date of the transaction. Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates that prevailed

at the date when the fair value was measured.

All foreign currency translations are recognised in profit or loss as finance cost except for foreign currency translations where a hedging relationship exists,

and hedge accounting has been applied. Additional information is provided in note 6.2 and 6.5.

Consolidation of subsidiaries

The individual financial statements of a subsidiary are prepared in the subsidiary’s functional currency. In preparing the consolidated financial statements,

the statement of comprehensive income items from the subsidiaries are converted to NOK using the respective monthly average exchange rates, while

statement of financial position items is converted using the rate at year-end. Exchange rate gains and losses are recognised net within Other comprehensive

income and accumulated in Currency translation differences in ‘Other components of equity’.

Statement of comprehensive income

The Group present a single statement of ‘Consolidated statement of comprehensive income’ which comprise all components of profit or loss, OCI and the

comprehensive income for the period.

Statement of cash flows

The Group uses the indirect method for the presentation of the cash flow statement.

1.3 Significant accounting policies

Accounting policies and estimate uncertainty are largely incorporated into the individual notes as listed in table of contents below.

Revenue from contracts with customers

2.1

Research and development

3.1

Goodwill

3.1

Property, plant and equipment

3.2

Leases

3.3

Inventories

4.1

Trade receivables

4.2

Government grants

5.3

Provisions

5.5

Derivative financial instruments and hedge accounting

6.5

1.4 Changes in accounting policies

A few amendments to IFRS have been issued and effective January 1, 2025. These are implemented for the first time in the current year:

Amendments to IAS 21— The effects of Changes in Foreign Exchange Rates

The amendments to IAS 21 clarify when a currency is exchangeable into another currency and how a company estimates a spot rate when a currency lacks

exchangeability.

The adoption of the amendments to IAS 21 did not have any material impact in the group consolidated financial statements.

1.5 Significant accounting judgements and estimation uncertainty

The preparation of financial statements requires management to make judgements and estimates that influence amounts recognised in certain accounts for

assets, liabilities, income and expenses. The actual results may deviate from such assumptions. Estimates and underlying assumptions are subject to

continuous assessment.

Judgements

The following are Nel's accounting policies that involves significant judgement and complexity which have most significant effect on the amounts recognised

in the consolidated financial statements, including reference to where it is discussed:

Revenue recognition 2.1 Deferred tax assets 2.8 Development costs 3.1 Leases 3.3

Assumptions and estimation uncertainty

Revenue recognition 2.1 Share-based payments 2.5 Impairment of goodwill and intangible assets 3.1 Inventories 4.1

Significant accounting judgements – revenue recognition The Group applied the following judgements that significantly affect the determination of the timing of revenue from contracts with customers: Performance obligations In determining whether revenue from a specific contract can be classified as customised and in turn recognised using a progress-based measurement, several criteria must be evaluated. The first criterion is related to alternative use. Manufacturing a customised product or piece of equipment for a specific customer that would require significant cost to modify to be able to transfer it to another customer, then the contract would likely meet the criteria of no alternative use. The other important criterion is that an enforceable right to payment exists in the contract between the group and the customer. Right to payment entails that the group has a right to receive payment from the customer if the contract would be terminated. Upon termination at a certain time, the group should be able to recover costs incurred and a reasonable margin. Determining whether revenue from a contract should be recognised over time or at point in time could have a significant effect on the financial statements and is to some extent dependent upon judgements from management.

2.1 Revenue from contracts with customers

The revenue in Nel is from sale of hydrogen electrolyser equipment including installation, commissioning, and long-term service agreements. Additionally, Nel

earns revenue from replacement parts and accessories in the aftermarket, and from engineering studies. Project execution is key in Nel’s large construction

projects.

The group’s revenues result from the sale of goods or services and reflect the consideration to which the group is and expect to be entitled. IFRS 15 requires

the group to assess revenue recognition based on a five-step model. For its customer contracts, the group identifies the performance obligations (goods or

services), determines the transaction price, allocates the contract transaction price to the performance obligations, and recognises the revenue when (or as)

the performance obligations are satisfied.

Revenue recognition is determined on a contract-by-contract basis by determining the terms and performance obligations given in a specific contract. Based

on the specific contract and its obligations, revenue under IFRS 15 is either recognised at a point in time or over time, 28% (31%) and 72% (69%) of revenue in

2025 (2024), respectively. Revenue is recognised over-time using the method that best depicts the pattern of the transfer of control over time. The method

applied is the cost-to-cost input method, adjusted as time and goods are delivered to the customer. Contract costs are expensed as incurred.

Estimation uncertainty – revenue recognition The Group applied the following estimations that significantly affect the determination of the i) timing and ii) amount of revenue from contracts with customers: i) Timing Total contract costs In a customised customer project, Nel uses cost-to-cost input method when measuring progress; thus, the total cost estimates can significantly impact measured progress and revenue recognition. The total project cost comprises estimates on the ability to execute the planned engineering and design phase, the availability of skilled resources, performance of subcontractors, commodity prices, foreign currency and Nel’s manufacturing capacity, productivity and quality. ii) Amount Liquidated damages (LDs) LDs are pre-defined penalties for breaches of contract. LDs are most commonly used with respect to delay. As the payment to the customer is not in exchange for a distinct good or service that transfers to Nel, LD’s must be accounted for as a reduction of revenue. If a project does not meet the defined milestone in a contract, a provision reducing the transaction price is made unless it is highly probable that LD will not be imposed. The estimated LD provision is highly judgmental. The assessment of the LD provision is based on experience from similar LD situations in addition to client relationship, contractual position and status on negotiations. Nel estimates variable consideration using the most likely amount.

Type of goods or services

The group generates revenue from customer contracts from two principal sources: i) Equipment and projects and ii) Service and aftermarket. The equipment

and projects sales are generated from both standard and customised equipment.

Standard equipment

The group recognises revenue at the point in time at which it satisfies a performance obligation by transferring the control of a good or service to the customer,

generally this upon agreed incoterms, which is mainly at shipment. The customer has control of a good or service when it has the ability to direct the use of

and obtain substantially all of the remaining benefits from the good or service. If customer acceptance of products is not assured, revenue is recorded only

upon formal customer acceptance. The point in time measurement basis for standard equipment has been the main method of recognising revenue in PEM

US division and the aftermarket segment in the Electrolyser Norway division.

Customised equipment

Most of Nel’s revenue stems from standard equipment, however, in certain contracts the customisation required qualifies customised equipment.

Customised equipment occurs when Nel is creating a good that it cannot sell to another customer without significant re-work and Nel would incur significant

economic losses to direct the asset for another use. Such sale of customised equipment is recognised as revenue over-time if Nel has an enforceable right to

payment for performance completed to date.

Projects

The project contracts typically comprise

• equipment (standard product or customised),

• supervision of installation and commissioning of the equipment

• engineering services, sold separately or part of the project

Most projects are determined to be a bundle of goods where all of the components constitute the combined output, i.e. one performance obligation. The

performance obligation is satisfied over time and Nel recognise revenue over the period the performance obligation is satisfied, using a cost-to-cost input

method that best depicts the pattern of the transfer of control over time. The contracts have mainly firm contract price including clauses for penalties (LDs).

Additionally, contracts usually include service agreement and extended warranty for a specific period. Both service and extended warranty are separate

performance obligations satisfied over 12 months or more, refer service and aftermarket.

The progress-based measurement of revenue has been the main method of recognising revenue from electrolyser projects of large-scale electrolyser systems.

Service and aftermarket

Service and aftermarket comprise operations and maintenance (O&M), extended warranty, repair, replacement parts and accessories.

For separately sold operating and maintenance contracts where the group has agreed to provide routine maintenance services over a period of time for a fixed

price, revenue is recognised on a straight-line basis over the contract period as the stand-ready obligation is time elapsed.

For sales of replacement cell stacks and accessories, revenue is recognised when performance obligation is satisfied, generally upon delivery of the

replacement parts and accessories.

The following table show the revenue from contracts with customers by type of goods or service:

2025 2024 Segments PEM Alkaline Total PEM Alkaline Total Type of goods or service Equipment and projects 332 425 493 357 825 782 315 593 970 461 1 286 054 Service and aftermarket 68 406 68 926 137 332 64 956 38 898 103 855 TOTAL Revenue from contracts with customers 400 831 562 283 963 114 380 549 1 009 360 1 389 909 Timing of revenue recognition Revenue recognised at point in time 204 956 68 926 273 882 252 419 181 731 434 150 Revenue recognised over time 195 875 493 357 689 232 128 130 827 629 955 759 TOTAL Revenue from contracts with customers 400 831 562 283 963 114 380 549 1 009 360 1 389 909

Onerous contracts. In the circumstance that the unavoidable costs directly related to project is expected to exceed the economic benefits expected to be

received under the contract, the estimated loss on the contract will be recognised in its entirety in the period when such loss is identified. Additional

information for onerous contracts is disclosed in note 5.5 ‘Provisions’.

Contract balances

Equipment contracts with a customer will have milestone payments with variable structures. The contract price will be invoiced when certain criteria are met.

A typical payment structure could be at the milestones; contract acceptance, placement of major supplier purchases, prior to delivery/shipment of equipment

and complete installation and commissioning. The payment structure of the contracts typically results in advance payments and progress billings exceed the

satisfaction of performance obligations in progress. Consequently, creating a net contract liability. In certain circumstances based on the order value, credit

worthiness of geographic location, the group may require payment in advance of shipment. Expect for performance requirements, agreed liquidated damages

and warranty, the group does not accept returns of product or provide customers refunds or other similar concessions.

Contract assets

A contract asset is the right to consideration in exchange for goods or services transferred to the customer. If the group performs by transferring goods or

services to a customer before the customer pays consideration or before payment is due, a contract asset is recognised for the earned consideration that is

conditional. As of the balance sheet date, the cumulative costs incurred plus recognised profit (less recognised loss) on each contract is compared against

the advances and progress billings. Where the cumulative costs incurred plus the recognised profits (less recognised losses) exceed advances and progress

billings, the balance is presented as due from customers on construction contracts within “contract assets”. When the contract assets become an

unconditional right to consideration they are reclassified and presented separately as trade receivables, usually when invoices are issued to the customers.

Contract liabilities

A contract liability is the obligation to transfer goods or services to a customer for which the group has received consideration (or an amount of consideration

is due) from the customer. If a customer pays consideration before the group transfers goods or services to the customer, a contract liability is recognised

when the payment is made, or the payment is due (whichever is earlier). Contract liabilities are recognised as revenue when the group performs under the

contract. Where advances and progress billings exceed the cumulative costs incurred plus recognised profits (less recognised losses), the balance is

presented as due to customers on construction contracts within “contract liabilities”.

2025 2024 CONTRACT BALANCES CONTRACT CONTRACT Total CONTRACT CONTRACT Total ASSETS LIABILITIES ASSETS LIABILITIES Rights to consideration on contracts in progress 186 504 778 952 965 456 381 457 1 392 099 1 773 556 Less - advances and progress billings -119 301 -1 151 372 -1 270 673 -357 303 -1 975 491 -2 332 794 TOTAL Contract assets (liabilities) 67 204 -372 420 24 155 -583 392 CONTRACT LIABILITIES 2025 2024 Balance as of 01.01. -583 392 -715 288 Revenue from amounts included in contract liabilities at the beginning of the period 381 591 419 690 Billings and advances received not recognised as revenue in the period -173 480 -460 192 Discontinued operation 0 119 764 Basis adjustment - effect of hedge accounting 2 861 52 634 Balance as of 31.12. -372 420 -583 392 CONTRACT ASSETS 2025 2024 Balance as of 01.01. 24 155 49 767 Transfers from contract assets recognised at the beginning of the period to receivables -13 695 -35 778 Increases due to measure of progress in the period 57 705 22 175 Revenue recognised in the period from performance obligations satisfied in previous periods 0 -4 312 Discontinued operation 0 -10 325 Revaluation -961 2 627 Balance as of 31.12. 67 204 24 155

Order backlog

The performance obligations in contracts with customers vary from a few months to 4 years. The order backlog as of December 31, 2025, was NOK 1 319

(1 614) million. The order backlog in Alkaline and PEM is NOK 440 million and NOK 878 million, respectively. Refer to the “Alternative performance measures”

section for full definitions of backlog and reconciliations. The transaction price allocated to the remaining performance obligations is illustrated in table below:

as of 31.12.2025 2026 2027 2028 Total backlog PEM Alkaline Partly unsatisfied performance obligations 283 748 731 128 7 664 1 022 540 782 152 240 388 Unsatisfied performance obligations 96 223 75 570 124 485 296 278 96 223 200 055 TOTAL backlog 379 972 806 698 132 148 1 318 818 878 375 440 443 as of 31.12.2024 2025 2026 2027 or later Total backlog PEM Alkaline Partly unsatisfied performance obligations 484 893 361 123 446 173 1 292 189 208 770 1 083 419 Unsatisfied performance obligations 115 408 0 206 413 321 821 115 408 206 413 TOTAL backlog 600 301 361 123 652 586 1 614 010 324 178 1 289 832

2.2 Other income

(Amounts in NOK thousands) 2025 2024 Government grants 15 005 4 570 Research and design study reports 93 887 93 593 Insurance compensation 21 321 0 Other income 6 861 6 861 TOTAL Other income 137 074 105 024

Research and design study reports comprise contracts with Department of Energy in the PEM electrolyser segment. The performance is delivery of research

reports and has been assessed as not part of ordinary course of business selling electrolyser equipment. While the income from such services can increase

and decrease based on contracts and has been somewhat recurring over several years, it does not have the same characteristics as equipment sale and

related services. Therefore, the income is reported as other income.

Government grants within 'other operating income' Segment Country 2025 2024 Nel Alkaline Electrolyser Norway 15 005 4 570 TOTAL 15 005 4 570 Government grants related to assets, amortised 15 005 4 570 TOTAL 15 005 4 570

2.3 Segment information

Nel operates within two operating segments, Nel Alkaline Electrolyser and Nel PEM Electrolyser. The identification of segments in the group is made based on

the different products the division offers as well as geographical areas the divisions have their production facilities and majority of employees in.

The executive management group is the chief operating decision maker (CODM) and monitors the operating results of its operating segments separately for

the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on profit or loss and is

measured consistently with profit or loss in the consolidated financial statements.

Billing of goods and services between operating segments are effected on an arm’s length basis.

Nel Alkaline Electrolyser

The Nel Alkaline Electrolyser division is a global supplier of hydrogen production equipment based on alkaline water electrolysis technology. Nel Alkaline

Electrolyser currently has production facilities in Herøya, Norway.

Nel PEM Electrolyser

The Nel PEM Electrolyser division is a global supplier of hydrogen production equipment based on PEM water electrolysis technology. Nel PEM Electrolyser

currently has production facilities in Wallingford, Connecticut, USA.

2025 Operating segments 1)(Amounts in NOK thousands) PEM Alkaline Other Total Revenues by geographic region based on customer location Norway 2 916 94 835 0 97 752 United States 193 146 312 088 0 505 234 North America ex United States 8 440 0 0 8 440 Asia 33 723 44 321 0 78 044 Europe ex Norway 100 739 90 560 0 191 299 Middle East 4 591 0 0 4 591 Africa 2 747 10 763 0 13 510 South America 491 9 716 0 10 207 Oceania 54 038 0 0 54 038 TOTAL REVENUE FROM CONTRACTS WITH CUSTOMERS 400 831 562 283 0 963 114 Other operating income 104 416 16 059 16 599 137 074 Operating expenses excluding depreciation, amortisation and impairment -643 206 -593 951 -137 818 -1 374 975 EBITDA -137 959 -15 609 -121 219 -274 787 Depreciation and amortisation -120 209 -166 233 -4 028 -290 470 Impairment of tangible and intangible assets -445 983 -353 427 0 -799 410 OPERATING LOSS -704 151 -535 269 -125 247 -1 364 667 Finance income 178 728 104 109 105 015 Finance costs -4 826 -16 772 -19 429 -41 027 Share of loss from associates and joint ventures 0 783 3 744 4 527 Tax income (expense) 31 035 0 0 31 035 NET INCOME (LOSS) -677 764 -550 530 -36 823 -1 265 117 TOTAL ASSETS 1 149 377 2 048 170 1 759 285 4 956 832 TOTAL LIABILITIES 387 387 580 141 56 121 1 023 649 Capital expenditures 126 412 163 995 0 290 407 1) Other comprises parent company, holding entity, excess values on intangible assets and related depreciation and tax expense (income) derived from the consolidation of the financial statements not allocated to the operating segments.

In 2025, revenue from single customers above 10% of total revenues include NOK 264 million in revenues from a single customer, related to delivery of Alkaline

Electrolysers.

In 2024, the group recognised revenue from three single customers which individually each is above 10% of total revenues. The amounts recognised from the

three customers are NOK 339 million, NOK 145 million and NOK 144 million, all related to delivery of Alkaline Electrolysers.

2024 Operating segments 1)(Amounts in NOK thousands) PEM Alkaline Other Total Revenues by geographic region based on customer location Norway 1 983 34 759 0 36 743 United States 155 866 0 0 155 866 North America ex United States 8 245 500 262 0 508 507 Asia 52 935 142 621 0 195 556 Europe ex Norway 95 604 319 380 0 414 984 Middle East 9 771 0 0 9 771 Africa 1 798 6 544 0 8 341 South America 2 136 5 793 0 7 930 Oceania 52 210 0 0 52 210 TOTAL REVENUE FROM CONTRACTS WITH CUSTOMERS 380 549 1 009 360 0 1 389 909 Other operating income 99 655 3 177 2 192 105 024 Operating expenses excluding depreciation, amortisation and impairment -645 088 -885 865 -136 922 -1 667 875 EBITDA -164 884 126 672 -134 730 -172 942 Depreciation and amortisation -99 045 -110 188 -7 253 -216 486 Impairment of tangible and intangible assets 0 0 0 0 OPERATING LOSS -263 929 16 484 -141 983 -389 428 Finance income 354 775 130 947 132 076 Finance costs -3 662 -6 572 3 401 -6 833 Share of loss from associates and joint ventures 0 0 0 0 Tax income (expense) 5 861 0 693 6 554 NET INCOME (LOSS) -261 376 10 687 -6 942 -257 631 TOTAL ASSETS 1 755 003 2 508 284 2 040 925 6 304 212 TOTAL LIABILITIES 404 971 854 859 67 106 1 326 936 Capital expenditures 225 506 421 038 0 646 544 1) Other comprises parent company, holding entity, excess values on intangible assets and related depreciation and tax expense (income) derived from the consolidation of the financial statements not allocated to the operating segments.

2.4 Raw materials

(Amounts in NOK thousands) 2025 2024 Raw material 400 080 503 355 Freight expense 546 572 Other consumables 0 48 TOTAL 400 626 503 976

In addition to products produced internally, Nel also delivers equipment produced using Nel’s design or sourced based on a functional design. The ratio of raw

material expense to revenues will depend not only on improvements leading to lower raw material spend or on the cost price of raw materials used in

production, but also on the share of revenue generated by equipment sourced from third parties.

2.5 Personnel expenses

(Amounts in NOK thousands) 2025 2024 Salaries 489 117 545 753 Social security tax 57 668 67 757 Pension expense 23 443 26 710 1)Other payroll expenses39 117 34 925 Capitalised salary to technology development -40 101 -29 559 TOTAL 569 244 645 586

Average number of full time employees 370 423 Hereof women 86 90 1) Expenses of NOK 2.0 million (2.7 in 2024) related to the Group’s share option program are included in ‘other payroll expenses’.

Share option program

All options have only service-time based vesting conditions. Vesting requires the option holder still to be an employee in the company. Specifically, options

do not vest after the date the employee serves his or her notice to terminate the engagement with the company or has been notified in writing of the termination

of employment by the company. The strike price is a premium of 8 % over the highest of the closing share price on grant date and the volume-weighted average

price over the past 5 preceding trading days.

Options granted 2023:

Options were awarded in 2023 based on 2022 employment for a selection of employees. A total of 1.4 million share options were granted, with a 3-year vesting

period, 5-year expiry and a cap on gain per option of 10 NOK per share.

Options granted 2024:

Options were awarded in 2024 based on 2023 employment for a selection of employees. A total of 1.65 million share options were granted, with a 3-year

vesting period, 5-year expiry and a cap on gain per option of 10 NOK per share.

Options granted 2025:

Options were awarded in 2025 based on 2024 employment for a selection of employees. A total of 3.05 million share options were granted, with a 3-year

vesting period, 5-year expiry and a cap on gain per option of 10 NOK per share.

CEO options

The CEO was awarded 500.000 options in each of 2023, 2024 and 2025. Each option vests after three years of grant and may, subject to continued employment,

be exercised over a two-year period thereafter. Each option entitles him to acquire one new share of the Company at an exercise price equal to the listed price

at the date of grant plus 10%. A maximum profit level has been implemented which limits the accumulated profit for all options to NOK 25 million, and to NOK

30 per option.

Assumptions, costs and social security provisions

The Group uses the Black-Scholes-Merton option pricing model at time of grant to determine the impact of stock option grants in accordance with IFRS 2 -

Share-based payment. The model utilises the following parameters as input:

• the company's share price

• the strike price of the options

• the expected lifetime of the options

• the risk-free interest rate equalling the expected lifetime

• the volatility associated with the historical price development of the underlying share

As all employee options granted are "non-transferable", and the gains are taxed with personal income tax (higher), whereas gains on ordinary shares are taxed

with capital gains tax (lower), it is reasonable to assume that participants tend to exercise early. Hence estimated lifetime of the options is expected to be

shorter than the time from grant until expiry. However, exercise patterns are monitored and expected option lifetime for future grants will reflect exercise

behaviour.

To estimate the volatility in the option pricing model comparable companies have been used. Nel has been through a rapid development in recent years, and

the assumption made at grant was that traded history the previous years was not the best estimate for the future years. Hence, volatility input to the Black-

Scholes-Merton model is based on a group of peer companies.

Further the total fair value of the share-based instruments is amortised over the vesting period of the instrument. IFRS 2 presumes that the fair value of the

services expected to be received is the same as the fair value of the equity instruments granted at grant date. Therefore, although the services are recognised

over the vesting period, they are measured only once, at grant date, unless the arrangement is modified.

Social security tax provisions are accrued on a quarterly basis and becomes payable at exercise of the options. The social security tax provisions are estimated

based on the gain on the share-based instruments multiplied with the relevant social security tax rate.

The total expense recognised for the share-based programs, excluding social security, during 2025 was NOK 2 (3) million. The total social security accruals at

the end of the year are NOK 0 (0) million (social security costs are zero because none of the options are in-the-money at the end of 2025). The total intrinsic

value of the company's share-based instruments is NOK 0 (0) million as of 31 December 2025.

Key assumptions option pricing model per share option program

2025 2024 Volatility 66.41% 65.86% Interest rate 3.57% 3.72% Dividend 0.00 0.00

ESTIMATION UNCERTAINTY - Share-based payments Estimating fair value for share-based payment transactions requires determination of the most appropriate evaluation model, which depends on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option or appreciation right, volatility and dividend yield and making assumptions about them. The groups’ equity-settled share-based payments are measured at fair value at the grant date.

Overview of share options per program, as potential shares, outstanding as of 31 December 2025

1)Share option program Opening Granted Exercised Forfeited Closing Strike price ValueRemaining balance balance contractual life 2021 Share Option Plan 3 405 0 0 -3 405 0 15.13 0 0 2023 Share Option Plan 730 0 0 -190 540 17.02 0 2.17 2024 Share Option Plan 1 200 0 0 -200 1 000 5.32 0 3.16 2025 Share Option Plan 0 3 050 0 -600 2 450 2.60 0 4.16 2023 CEO 500 0 0 0 500 13.85 0 2.50 2024 CEO 500 0 0 0 500 6.16 0 3.50 2025 CEO 0 500 0 0 500 2.77 0 4.50 TOTAL 6 335 3 550 0 -4 395 5 490 1) The value of the share options equals share price less strike price, capped at NOK 10 for 2023. 2024, 2025 and NOK 30 for CEO program. 2)All share options are granted, vested and expired at the beginning of March in a given fiscal year, except for and CEO program which is July. 3) Cost of period does not include social security. The total social security accruals at the end of the year are NOK 0 (0) million as none of the options are in-the-money.

Pensions

The group has defined contribution pension scheme for its employees. This scheme is funded through payments to insurance companies. A defined

contribution plan is one under which the group pays fixed contributions to a separate legal entity. The group has no legal or constructive obligations to pay

further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

For defined contribution plans, the group pays contribution to publicly or privately administered pension insurance plans on an obligatory, contractual or

voluntary basis. The group has no further payment obligations once the contributions have been paid. The contributions are recognised as a salary expense

when they fall due. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available.

The parent company and the Norwegian subsidiaries have pension plans that meet the requirements of the Pension Act of Norway. The US subsidiary have

pension plans that meet their respective requirements.

2.6 Other operating expenses

(Amounts in NOK thousands) 2025 2024 Research and development expenditure 42 164 41 589 Utilities 25 669 21 344 Professional fees 50 735 98 919 Travel expenses 18 463 24 554 IT and communication costs 47 237 45 252 Changes in provisions 11 889 63 450 Repair and maintenance 7 696 13 724 Premises costs 18 691 20 125 Sub supplier services 31 345 127 699 Freight 10 219 19 433 Other expenses 140 997 42 224 TOTAL Other operating expenses 405 105 518 313

2.7 Finance income and cost

(Amounts in NOK thousands) 2025 2024 Interest income 92 661 127 764 Other finance income 12 354 4 312 Finance income 105 015 132 076 Interest expense lease liabilities 16 672 16 481 Net foreign exchange loss 16 897 -13 566 Change in fair value financial instruments 6 219 2 650 Other finance cost 1 239 1 269 Finance cost 41 027 6 833 Net finance income (cost) 63 988 125 243

Significant accounting judgements - Deferred tax assets Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits, together with future tax planning strategies. The group has NOK 2 615 million of tax amounts from tax losses carried forward (2 300 in 2024). These losses relate to subsidiaries that have a history of losses, and to some extent may not be used to offset taxable income elsewhere in the group. While the losses do not expire, the group has determined that it cannot recognise deferred tax assets from the tax losses carried forward based on its history of losses. Deferred tax assets not recognised in the statement of financial statement amount to NOK 668 million in 2025 (516 in 2024).

2.8 Income taxes

Tax

The tax expense in the statement of comprehensive income comprises of the tax payable for the period and of the change in deferred tax. Deferred tax is

calculated at the prevailing tax rate in the respective countries where the parent company and subsidiaries are tax resident. Deferred tax is calculated based

on temporary differences that exist between accounting and tax values, as well as any tax loss carry forward at the end of the financial year. The deferred tax

asset is recognised if it is probable that the company will have a sufficient tax profit to be able to utilise the tax asset.

Calculations of the tax base for the year 2025 2024 Income (loss) before tax -1 296 152 -264 185 Permanent differences 542 399 69 312 Change in temporary differences 416 398 -170 210 Use of tax losses carried forward -14 539 -143 540 The year's taxable income -351 894 -508 623

Reconciliation of tax expense to Norwegian nominal statutory tax rate 2025 2024 Nominal tax rate 22% 22% Income (loss) before tax -1 296 152 -264 185 Tax this year’s income (loss), estimated -285 153 -58 121 Tax effect of: Tax rates different from Norway 2 796 2 863 Permanent differences 103 547 11 549 Change in deferred tax -31 035 -6 554 Change in not recognized deferred tax assets (tax liabilities) 146 303 33 474 Other differences 32 507 10 235 Income tax expense -31 035 -6 554

Income tax expense comprises 2025 2024 Income tax payable 0 0 Change in deferred tax -31 035 -6 554 Total income tax expense (income) -31 035 -6 554

Tax effects of temporary differences 2025 2024 Trade receivables and customers contracts -10 809 -16 989 Intangible assets 43 539 1 158 Property, plant and equipment -39 144 46 962 Inventories -833 -206 Accrued warranty -9 747 -13 217 Leases -9 837 -9 755 Deferred income -16 888 -17 374 Other accruals -45 245 13 000 Tax losses carry forward -579 303 -519 562 Deferred tax asset, net -668 267 -515 983

Reconciliation to statement of financial position 2025 2024 Deferred tax asset, net -668 267 -515 983 Deferred tax asset not recognised in statement of financial position 668 267 550 796 Deferred tax liability in the statement of financial position 0 34 813 Changes in recognised deferred tax liability 2025 2024 Balance as of 01.01. 34 813 38 436 Recognised in the income statement -31 035 -6 554 Translation differences on deferred taxes -3 778 3 652 Discontinued operation 0 -721 Balance as of 31.12. 0 34 813

Table below show net operating losses carried forward by country multiplied with the tax rate, the deferred tax asset from historical losses not recognised.

Tax losses carry forward by country 2025 2024 Norway 286 633 283 092 United States 292 670 236 471 Balance as of 31.12. 579 303 519 562

2.9 Earnings per share

Earnings per share are calculated by dividing the profit/loss for the year by the corresponding weighted average of the number of outstanding shares during

the reporting period. ‘Diluted earnings per share’ is based on the same calculation as for earnings per share, but it also considers all potential shares with

dilutive effect that have been outstanding during the period. Potential shares relate to agreements that confer the right to issue shares in future. Options are

excluded if their effect would have been anti-dilutive.

Earnings per share is calculated as profit/(loss) attributable to the equity holders of the parent company divided by the average number of shares outstanding.

(Amounts in NOK thousands) 2025 2024 Net loss attributable to the equity holders of the parent company and for the purpose of basic and diluted shares -1 265 117 -257 631 Basic earnings per share Issued ordinary shares as of 1 January 1 671 325 1 671 325 Share options exercised 0 0 Share issued 167 133 0 Issued ordinary shares as of 31 December 1 838 458 1 671 325 Effect of weighting (share options exercised and share issued during the year) -32 498 0 Weighted-average number of shares outstanding for the purpose of basic earnings per share 1 805 960 1 671 325 Basic earnings per share for loss attributable to the equity holders of the parent company (NOK) -0.70 -0.15 Diluted earnings per share Weighted-average number of shares outstanding for the purpose of basic earnings per share 1 805 960 1 671 325 1)Effect of share options on issue0 0 Weighted-average number of shares outstanding for the purpose of diluted earnings per share 1 805 960 1 671 325 Diluted earnings per share for loss attributable to the equity holders of the parent company (NOK) -0.70 -0.15 1) As of 31 December 2025, 5 490 000 weighted-average options were excluded from the diluted weighted-average number of ordinary shares calculation because their effect would have been anti-dilutive (earnings per share is negative).

3.1 Intangible assets

Research and development

Research

Research activities are defined as activities whose purpose is to generate new technological understanding or knowledge. Research costs are expensed as

incurred.

Development

Capitalised development costs are recognised at historical cost after the deduction of accumulated amortisations and impairments. The capitalised value is

amortised over the period of expected future earnings from the related project on a straight-line basis.

Technology

As an indication of the level of internal technology costs, Nel currently has 62 and 53 full time employees working directly with R&D in the Alkaline and PEM

division, respectively. Nel invests in development of large-scale industrialisation of Electrolyser products.

ALKALINE

In its Alkaline division, Nel prioritizes the development of a pressurized alkaline Electrolyser targeting 1000Nm3/h single cell stack to increase product

efficiency and safety. In addition, Nel’s electrolyser divisions initiated the development of product concepts to larger sized projects meeting the

requirements of a more sophisticated and complex electrolyser system. The Alkaline segment has recognised on the statement of financial position,

capitalized technology from internal development of NOK 375 (311) million as of 31.12.2025.

PEM

In the Proton Membrane division, the R&D team focused on the collaboration with General Motors applying the know-how acquired from the development of

fuel cells into the development of a new electrolyser cell stack series. The PEM segment has recognised on the statement of financial position, capitalized

technology from internal development of NOK 55 million and acquired separately of NOK 93 million, as of 31.12.2025. Contractual commitments for the

acquisition of intangible assets from the General Motors development agreement beyond 2025 are about NOK 50 million. The expected timing of cash

outflow is beginning of 2026.

Significant accounting judgements - Development costs Development expenditures on an individual project are recognised as an intangible asset when the group can demonstrate: • The technical feasibility of completing the intangible asset so that the asset will be available for use or sale • How the asset will generate future economic benefits • Its intention to complete and its ability and intention to use or sell the asset • The availability of resources to complete the asset • The ability to measure reliably the expenditure during development To demonstrate technical feasibility and availability of resources, it should be a high certainty that Nel have the intention and ability to complete. Nel categorise its intention and ability to complete in a matrix with the overarching risk to complete buckets low, medium and high. In the phase of a project where the risk of completing is medium to high, then the development costs are expensed as incurred. A capitalised development project commence amortisation when a successful pilot is demonstrated, and the asset is available for use. After a successful pilot, the technology is in the condition necessary for it to be capable of operating in the manner indented by management and enters ‘ramp-up’ stage. Subsequent expenditure is maintenance of existing technology (expensed). Total technology spend for 2025 was NOK 380 (365) million, of which NOK 145 (136) million and NOK 235 (229) million has been capitalised and expensed, respectively.

Useful life, amortisation plan

• Technology has a useful life of 3-7 years

• Goodwill has indefinite life

Goodwill

Goodwill recognised in the statement of financial positions has been acquired through business combinations. Goodwill occurs as the residual in the business

combination, being the excess of the aggregate of the consideration transferred and any previous interest held, over the net identifiable assets acquired and

liabilities assumed. Goodwill is initially measured at cost which is net of tax amount.

Subsequent to initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill

acquired in a business combination is, from the acquisition date, allocated to each of the group’s cash-generating units (CGUs) that are expected to benefit

from the combination, irrespective of whether other assets or liabilities of the acquire are assigned to those units.

(Amounts in NOK thousands) Technology Customer Goodwill TOTAL relationship Acquisition cost as of 01.01.2024 1 041 094 100 234 672 210 1 813 538 Additions from internal development 119 194 0 0 119 194 Discontinued operation -210 341 -3 011 0 -213 352 Currency effects 46 194 121 36 448 82 763 Acquisition cost as of 31.12.2024 996 142 97 343 708 658 1 802 143 Additions from internal development 82 238 0 0 82 238 Additions acquired separately 63 010 0 0 63 010 Currency effects -47 081 0 -39 327 -86 408 Acquisition cost as of 31.12.2025 1 094 309 97 343 669 330 1 860 983 Accumulated amortisation and impairment as of 01.01.2024 409 572 92 013 296 905 798 491 Amortisation 72 167 7 843 0 80 010 Discontinued operation -113 234 -2 513 0 -115 747 Currency effects 10 215 0 0 10 215 Accumulated amortisation and impairment as of 31.12.2024 378 721 97 343 296 905 772 970 Amortisation 79 668 0 0 79 668 Impairment 127 547 0 311 061 438 608 Currency effects -14 714 0 0 -14 714 Accumulated amortisation and impairment as of 31.12.2025 571 222 97 343 607 966 1 276 532 Carrying value as of 31.12.2024 617 420 0 411 753 1 029 173 Carrying value as of 31.12.2025 523 087 0 61 364 584 451

Impairment loss NOK 439 (0) million, from categories Technology and Goodwill, is included within “Impairment of tangible and intangible assets” in profit or

loss. As the next generation pressurized alkaline technology is likely to negatively influence the market outlook for current platforms, Nel recognized

impairment losses of NOK 439 million in the period related goodwill and intangible technology assets resulting from the acquisition of what is now Nel PEM

electrolyser in 2016. Refer to section ‘Annual impairment test – results and sensitivity’ below for details of current year’s impairment test.

(Amounts in NOK thousands) Technology Goodwill TOTAL Internal development 430 221 0 430 221 Acquired separately disclosed and further explained in this note.92 866 0 92 866 Acquired through business combinations 0 61 364 61 364 Carrying value as of 31.12.2025 523 087 61 364 584 451 (Amounts in NOK thousands) Technology Goodwill TOTAL Internal development 415 880 0 415 880 Acquired separately 35 763 0 35 763 Acquired through business combinations 165 777 411 753 577 530 Carrying value as of 31.12.2024 617 420 411 753 1 029 173ESTIMATION UNCERTAINTY - Impairment of goodwill and intangible assets Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on available data from binding sales transactions, conducted at arm’s length, for similar assets or observable market prices less incremental costs of disposing of the asset. The value in use calculation is based on a DCF model. The cash flows are derived from the budget and strategy forecasts for the next five years and do not include restructuring activities that the group is not yet committed to or significant future investments which has not commenced that will enhance the performance of the assets of the CGU being tested. The recoverable amount is sensitive to the discount rate used for the DCF model as well as the expected future cash-inflows and the growth rate used for extrapolation purposes. The key assumptions used to determine the recoverable amount for the different CGUs, including a sensitivity analysis, are

Goodwill and intangible assets with indefinite useful lives - impairment considerations

Goodwill, and CGUs where goodwill has been allocated, are required to be tested for impairment annually. The group performed its annual impairment test in

December yearly. Impairment losses are recognised where the recoverable amount is less than the carrying amount. The Group recognised an impairment

loss on goodwill of NOK 311 million in 2025 related to the PEM US CGU. The remaining goodwill as of 31 December 2025 relates to the Alkaline Norway CGU

and no further impairment was recognised on this remaining goodwill.

Annual impairment test - assumptions

CGU

The annual impairment test is performed for all the Group' Cash Generating Units (CGUs). A CGU is defined as the smallest group of assets that generates

cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups thereof. The way management monitors operations

assisted in the judgements of identifying the CGUs.

The Group' CGUs are

• Alkaline Norway and

• PEM US

Specification of allocated goodwill per CGU 2025 2024 PEM US 0 350 389 Alkaline Norway 61 364 61 364 Balance as of 31.12. 61 364 411 753 Market capitalisation

Market capitalisation is considered as one of several impairment indicators. As of 31 December 2025, market capitalisation was approximately equal to the

book value of equity. This assessment is considered together with cash flow forecasts and other impairment indicators.

Key assumptions

The calculations of value in use are sensitive to several assumptions, the following are assessed key assumptions in the measured value:

• Revenue growth and gross margin

• EBITDA and free cash flow margins

• Discount rate / Weighted average cost of capital (WACC)

For each CGU, a recoverable amount has been measured. The impairment test has been based on the business and strategy plans approved by the Board of

Directors and management’s best estimate of cash flows. The recoverable amount is based on a discounted cash flow model determined value in use, which

are based on the following:

i) the future expectations reflected in the current budget and strategy over the next 5-year period (forecast period); and

ii) Terminal value beyond year 2030 applying a growth rate of 2.0%

Discount rate

Discount rates represent the current market assessment of the risks, taking into consideration the time value of money and individual risks of the underlying

assets that have not been incorporated in the cash flow estimates. The discount rate calculation is based on the specific circumstances of the group and its

operating segments and is derived from its weighted average cost of capital (WACC). The WACC considers the cost of debt and equity. The cost of equity is

derived from the expected return on investment by the group’s investors. The cost of debt is based on the interest-bearing borrowings the group is obliged to

service. Segment specific risk is incorporated by applying individual beta factors. The beta factors are evaluated annually based on publicly available market

data. Adjustments to the discount rate are made to factor in the specific amount and timing of the future cash flows to reflect a pre-tax nominal discount

rate. Pre-tax nominal discount rate is in the range of 15.3 % to 15.8 %.

Annual impairment test – results and sensitivity

The impairment test has been prepared in accordance with IAS 36 impairment of non-financial assets following the discounted cash flow methodology for

value in use within the standard. The cash flows projections relate to the cash-generating unit in the current condition which means future investments not

commenced has not been included in the valuation. It excludes cash inflows and investments forecasted to meet the market demand before 2030. In addition,

the standard encourages a conservative valuation to ensure that assets are not carried at more than their recoverable amount. The impairment test is

performed on both CGUs, PEM US and Alkaline Norway. The impairment test for Alkaline Norway shows headroom and no impairment has been recognised.

PEM US

The impairment test concluded that an impairment charge of NOK 439 million was required for the PEM US CGU as of 31 December 2025. This impairment

loss was allocated as follows:

• Goodwill: NOK 311 million

• Technology (Intangible Assets): NOK 128 million

The allocation of the impairment charge reflects the sequence required, whereby goodwill is written down in full before other intangible assets are impaired.

The goodwill and technology assets impaired in 2025 were originally recognised as excess values arising from the allocation of the purchase price in the

Group’s acquisition of PEM US in 2016.

The following table shows the carrying value as of 31 December 2025, i.e. the assets post impairment in PEM US.

(Amounts in NOK thousands) PEM US Alkaline Norway Goodwill 0 61 364 Other intangible assets 110 593 372 084 Other invested capital 644 353 1 160 124 Carrying value 754 946 1 593 573 Recoverable amount 754 946 3 088 976 Headroom 0 1 495 403 Pre-tax nominal discount rate 15.3 % 15.8 % Terminal growth rate 2.0 % 2.0 %

PEM US

PEM US is the Group' segment for the PEM electrolyser technology. The CGU covers the production and manufacturing of PEM electrolyser equipment in

Wallingford, Connecticut, US. The operations consist of both assembly of electrolyser, marketing activities and product development.

The table below show the sensitivity analysis for the range of +/-2 percentage points in WACC and +/-20 percentage in revenue. Sensitivity in headroom Percentage change in revenue amounts in NOK million -20.0% -10.0% 0.0% 10.0% 20.0% -2.0% -184 40 264 487 711 -1.0% -269 -75 120 314 508 Change in WACC 0.0% -339 -169 0* 172 343 1.0% -398 -247 -97 54 205 2.0% -448 -314 -180 -46 88 *Represents headroom in impairment calculation for the CGU. Negative numbers in the table indicate impairment.

The table below show the sensitivity analysis for the range of +/-2 percentage points in WACC and +/-4 percentage points in EBITDA margin.

Sensitivity in headroom Percentage point change in EBITDA margin amounts in NOK million -4.0% -2.0% 0.0% 2.0% 4.0% -2.0% -252 6 264 521 773 -1.0% -345 -113 120 352 578 Change in WACC 0.0% -421 -210 0* 213 419 1.0% -485 -291 -97 97 285 2.0% -538 -359 -180 -1 172 *Represents headroom in impairment calculation for the CGU. Negative numbers in the table indicate impairment.

ALKALINE NORWAY

Electrolyser Norway is the Group' segment for the Alkaline electrolyser technology. The CGU covers the production, manufacturing and development of both

atmospheric alkaline and pressurised alkaline electrolyser equipment in Herøya and Notodden, Norway. The operations consist of both assembly of

electrolyser, marketing activities and product development.

The table below show the sensitivity analysis for the range of +/-2 percentage points in WACC and +/-4 percentage points in EBITDA margin.

Sensitivity in headroom Percentage point change in EBITDA margin amounts in NOK million -4.0% -2.0% 0.0% 2.0% 4.0% -2.0% 858 1 660 2 461 3 238 4 016 -1.0% 505 1 218 1 930 2 620 3 309 Change in WACC 0.0% 216 856 1495* 2 113 2 730 1.0% -25 555 1 133 1 690 2 248 2.0% -227 300 827 1 334 1 840 *Represents headroom in impairment calculation for the CGU. Negative numbers in the table indicate impairment.

Additional sensitivities –assumptions

The sensitivities in the table show the change in assumptions that results in zero headroom, at perpetuity growth 2.0%, all else being equal. The table shows

the sensitivities for the post-tax WACC used, but also for post-tax WACC +/- one percentage point:

(Amounts in NOK thousands) Key assumption Assumption change 1)Revenue growth-1 954 million 2)Post-tax WACC = 13.5% Gross margin-6.1% 3)Free cash flow margin-4.7% 1) If terminal year 2031 in the impairment test is reduced by NOK 1 954 million, the headroom is 0 all other equal. 2) If the gross margin assumption in terminal year 2031 is reduced by 6.1%, the headroom is zero all other equal. 3) If the free cash flow margin assumption in terminal year 2031 is reduced by 4.7%, the headroom is zero all other equal.

The following tables show the same sensitivities in scenarios where WACC is +/- 1. Assumption changes results in zero headroom.

(Amounts in NOK thousands) Key assumption Assumption change Revenue growth -1674 million Post-tax WACC +1% = 14.5% Gross margin -5.2% Free cash flow margin -4.1% Revenue growth -2 213 million Post-tax WACC -1% = 12.5% Gross margin -6.9% Free cash flow margin -5.4%

3.2 Property, plant and equipment

Property, plant and equipment comprise owned and leased assets. Property, plant and equipment are measured using the cost model; thus, recognised at

cost price after deduction for accumulated depreciation and any impairment. Cost prices include purchase price and costs directly attributable to bringing

the asset to the location and condition necessary for it to be capable of operating in the manner intended.

The assets are depreciated using the straight-line method over the expected useful life of the asset. Costs of direct maintenance on the operating assets are

expensed as incurred. Additional investments and improvements are added to the asset’s cost price and depreciated in line with the remaining useful life of

the asset.

(Amounts in NOK thousands) Asset under Office Production Buildings Technical Right-of-TOTAL construction machines equipment installations use Assets and other (note 3.3) equipment Acquisition cost as of 01.01.2024 552 183 170 128 465 875 135 029 16 964 294 350 1 634 529 Additions 362 760 37 321 125 491 1 107 672 29 196 556 546 Disposals 0 -116 0 0 0 0 -116 Reclassification -604 363 131 001 464 223 0 9 139 0 0 Remeasurement 0 0 0 0 0 22 353 22 353 Discontinued operation 0 -84 121 -9 638 -96 429 -546 -26 927 -217 660 Currency effects 25 550 12 004 13 366 0 0 5 691 56 611 Acquisition cost as of 31.12.2024 336 129 266 217 1 059 318 39 707 26 229 324 663 2 052 263 Additions 123 739 6 009 11 034 4 115 263 71 145 230 Reclassification -203 774 -91 554 295 329 0 0 0 0 Remeasurement 0 0 0 0 0 10 781 10 781 Currency effects -25 933 -17 954 -18 076 0 0 -6 470 -68 432 Acquisition cost as of 31.12.2025 230 162 162 717 1 347 604 43 822 26 492 329 045 2 139 842 Accumulated depreciation as of 01.01.2024 0 77 443 130 742 23 774 3 171 93 722 328 851 Depreciation 0 20 378 84 187 633 1 544 29 734 136 476 Discontinued operation 0 -42 860 -7 317 -19 437 -58 -14 454 -84 127 Currency effects 0 3 259 3 725 0 0 0 6 984 Accumulated depreciation as of 31.12.2024 0 58 219 211 337 4 970 4 656 109 002 388 184 Depreciation 0 18 178 157 972 949 2 091 31 612 210 802 Impairment 69 601 11 961 275 318 1 3 922 0 360 802 Reclassification 0 -4 208 4 208 0 0 0 0 Currency effects 0 -4 081 -6 097 0 0 0 -10 178 Accumulated depreciation as of 31.12.2025 69 601 80 069 642 738 5 919 10 670 140 614 949 610 Carrying value as of 31.12.2024 336 129 207 997 847 981 34 737 21 573 215 662 1 664 079 Carrying value as of 31.12.2025 160 561 82 648 704 866 37 903 15 822 188 432 1 190 233

Useful life, depreciation plan

• Office machines and other equipment have a useful life of 3-5 years

• Production equipment has a useful life of 3-8 years

• Buildings have a useful life of 30-40 years

• Technical installations have a useful life of 10-15 years

• Right of use assets has a useful life of 2-10 years

Alkaline, Next-Generation Pressurised Electrolyser platform

Nel has been selected for a grant from the EU Innovation Fund of up to EUR 135 million for industrialization of the next-generation pressurized alkaline

technology. The support will be phased with Nel’s own investments for up to 4 GW of capacity for pressurized electrolyser equipment in Norway. During 2025,

final investment decision was taken to industrialize the Next Generation Pressurized Alkaline platform and invest in 1GW of production capacity. Decision to

further expand the capacity depends on achieving successful testing, market acceptance of the new technology and overall market development. Asset under

construction end of 2025 related to the commercialisation of PE 1 GW line at Herøya is NOK 67 million.

PEM Wallingford expansion

Asset under construction of NOK 94 million relates to the Wallingford expansion which is planned completed in 2026 and will then be reclassified to production

equipment.

Impairment

An assessment of impairment of property, plant and equipment is made if there is an indication of impairment. If the impairment test reveals that an asset’s

carrying amount is higher than the recoverable amount, an impairment loss will be recognised.

Due to the anticipated impact of next-generation technology on the market outlook for existing platforms, the likelihood of restarting line 1 or constructing

line 3 has become unlikely by the end of 2025. Consequently, Nel has recognised a full impairment loss on assets associated with line 1 at Herøya,

amounting to NOK 291 million, as these assets became idle during the year. Furthermore, the planned expansion of line 3 - which currently comprises

acquired long-lead items not yet installed and classified under assets under construction - has been fully impaired in the amount of NOK 70 million. The total

impairment loss is allocated to Property, plant, and equipment as follows: NOK 70 million to assets under construction, NOK 275 million to production

equipment, and NOK 16 million to office and other technical installations.

Property, plant and equipment post impairment of idle assets is included in 'other invested capital' allocated to the respective CGU's for the annual impairment

test where goodwill is allocated. See note 3.1 for impairment considerations for other invested capital.

3.3 Leases

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right

to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of

an identified asset, the Group uses the definition of a lease in IFRS 16.

As a lessee

At commencement date or on modification of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease

component based on its relative stand-alone prices. The Group has not chosen to follow the practical expedient to account for the lease and non-lease

components as a single component. Non-lease components are treated separately in other standards than IFRS 16.

The group recognise a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which

comprises the initial amount of lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term. In addition, the

right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest

rate implicit in the lease, or if that rate cannot be readily determined, the Group's incremental borrowing rate. Generally, the Group uses its incremental

borrowing rate as the discount rate. Refer to section significant accounting judgements – estimating the incremental borrowing rate (IBR) for additional

information.

Lease payments included in the measurement of the lease liability comprise the following: i) fixed payments and ii) variable lease payments that depend on

an index, initially measured using the index or rate as at the commencement date. The lease liability is measured at amortised cost using the effective interest

method. It is remeasured when there is a change in future lease payments arising from a change in an index. When the lease liability is remeasured in this way,

a corresponding adjustment is made to the carrying amount of the right-of-use asset.

Payments for insurance, property tax and VAT are excluded from the lease payments amount as they are defined as variable lease payments.

The Group presents right-of-use assets in 'property, plant and equipment' and the lease liabilities within ‘lease liabilities’, divided into current and non-current

portions.

Short-term leases and leases of low value assets

Nel have elected the practical expedient of treating short-term leases and low value assets outside the scope of IFRS 16

Significant accounting judgements - Estimating the incremental borrowing rate (IBR) The Group cannot readily determine the interest rate implicit in the lease, therefore, it uses its IBR to measure lease liabilities. The IBR is the rate of interest that the Group would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The IBR therefore reflects what the Group 'would have to pay', which requires estimation when no observable rates are available (such as for subsidiaries that do not enter into financing transactions). The Group determines its incremental borrowing rate by considering various interest rates (risk free rate as 10-year government bonds, and risk premiums) and makes certain adjustments to reflect the terms of the lease, the type of the asset leased and certain entity-specific estimates (such as the subsidiary's stand-alone credit rating).

Right-of-use assets (Amounts in NOK thousands) Manufacturing Office, Motor vehicles Equipment Total facilities warehouse and parking As of 01.01.2024 117 990 74 994 7 314 329 200 628 Additions 5 137 24 059 0 0 29 196 Remeasurement 18 208 4 145 0 0 22 353 Depreciation -15 659 -13 905 -170 0 -29 734 Discontinued operation 0 -5 368 -6 775 -329 -12 473 Translation difference 2 711 2 975 5 0 5 691 As of 31.12.2024 128 387 86 900 375 0 215 662 Additions 0 0 71 0 71 Remeasurement 9 627 1 155 0 0 10 781 Depreciation -16 666 -14 797 -149 0 -31 612 Translation difference -5 518 -949 -4 0 -6 470 As of 31.12.2025 (note 3.2) 115 832 72 308 293 0 188 432

The group has lease contracts for various items like manufacturing facilities, offices, warehouse, parking, vehicles and other equipment used in its operations.

Leases of manufacturing facilities generally have lease terms between 10 and 15 years, while offices, warehouse and parking have about 5 years and motor

vehicles, and other equipment generally have lease terms between 3 and 5 years. The Group's obligations under its leases are secured by the lessor's title to

the leased assets. ‘Manufacturing facilities’ comprise the Group’s two significant leases in the manufacturing facilities at Herøya (Alkaline Norway) and

Wallingford (PEM US).

From June 2024, the group remeasured the lease term within the lease agreement of Wallingford (US), as the lease was extended by 7 years by exercise of

options. The extension vas based on an evaluation of Nel's plan to increase the production capacity in the United States, including the budget for capital

expenditure, and economic incentives to not reallocate skilled staff and its fixed assets to a new production facility. Nel has another option to further extend

the lease term beyond May 2031. As of 31 December 2025, the economic incentives for the extension due in May 2031 were considered unclear and not

reasonably certain due to the uncertainties about the size of the capacity expansion, total investment and location. Nel is not reasonably certain to exercise

such option, and potential lease payments beyond May 2031 has not been recognised as right of use assets or lease liabilities.

Lease liabilities

The table below show the carrying amounts of lease liabilities (both current and non-current portion) and the movements during the period:

(Amounts in NOK thousands) 2025 2024 Balance as of 01.01. 260 002 237 203 Additions 71 29 196 Remeasurement 10 781 22 353 Accretion of interest 16 672 16 481 Lease payments -46 127 -39 809 Discontinued operation 0 -11 693 Translation differences -8 254 6 270 Balance as of 31.12. 233 145 260 002 Current 42 961 44 479 Non-current 190 185 215 523 Balance as of 31.12. 233 145 260 002

Maturity analysis of undiscounted cash flow in lease liabilities:

2026 2027 2028 2029 >2029 Total Lease liabilities 45 167 40 417 39 728 39 567 138 846 303 725

The difference between discounted cash flows and undiscounted cash flows (discount effect) is NOK 70.6 (84.5) million as of 31.12.2025. The discount effect

is mainly related to manufacturing facility at Herøya, Norway, with included lease term until 2035 and manufacturing facility in Wallingford, US, with included

lease term until 2031.

Reconciliation of liabilities arising from financing activities in statement of cash flows, split in cash flows and non-cash changes. (Amounts in NOK thousands) 2025 2024 Balance as of 01.01. 260 002 237 203 Cash flows principal amount -29 455 -23 328 Cash flows interests -16 672 -16 481 Non-cash changes: Additions and remeasurements 10 852 51 549 Accretion of interest expense 16 672 16 481 Discontinued operation 0 -11 693 Foreign currency effects -8 254 6 270 Balance as of 31.12. 233 145 260 002

Amounts recognised in profit or loss (Amounts in NOK thousands) 2025 2024 Depreciation expense of right-of-use assets -31 612 -29 734 Interest expense on lease liabilities -17 901 -17 710 Expense relating to leases of low-value assets -56 -146 Expense relating to short-term leases, excluding short-term leases of low-value assets -1 953 -1 953 TOTAL amount recognised in profit or loss -51 522 -49 544

Other information 2025 2024 Total cash outflow for leases as a lessee 48 136 41 908 Weighted incremental borrowing rate used as discount rate for the measuring of lease liabilities 6.5 % 6.6 %

Extension and termination options

The Group has several lease contracts that include extension and termination options. These options are negotiated by management to provide flexibility in

managing the leased-asset portfolio and align with the Group's business needs.

Significant accounting judgements - Determining the lease term of contracts with renewal and termination options - Group as a lessee. The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised. The Group has several lease contracts that include extension and termination options. The Group applies judgement in evaluating whether it is reasonably certain whether or not to exercise the option to renew or terminate the lease. That is, it considers all relevant factors that create an economic incentive for it to exercise either the renewal or termination. After the commencement date, the Group reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise or not to exercise the option to renew or to terminate. In general, the renewal periods for leases of manufacturing facilities, offices, warehouse and parking with longer non-cancellable periods (i.e. 6-10 years) are not included as part of the lease term as these are not reasonably certain to be exercised. In addition, the renewal options for leases of motor vehicles are not included as part of the lease term because the Group typically leases motor vehicles for not more than three years and, hence is not exercising any renewal options. The periods covered by termination options are included as part of the lease term only when they are reasonably certain not to be exercised.

Set out below are the material undiscounted potential future rental payments relating to periods following the exercise date of extension and termination

options that are not included in the lease term.

(Amounts in NOK thousands) 2026 2027 2028-2030 2030< Extension options not reasonably certain to exercise 0 3 442 11 266 60 902 Termination options expected to be exercised 0 0 0 0 TOTAL 0 3 442 11 266 60 902

As a lessor

The group have no leases as lessor except for sub-lease. All sub-leases are office space that has been presented as right-of-use assets as part of the property,

plant and equipment. When considering the lease term of the sub-lease and the head lease a major part of the economic life of the asset is retained by the

Group. All sub-leases have been classified as operating leases and the lease payments received is recognised on a straight-line basis over the lease term as

part of 'other operating income'.

3.4 Investments in associated companies and joint ventures

An associate is an entity where the group has significant influence, but not control or joint control. A joint venture is an entity where the group has joint control

contractually together with one or several other parties, whereby the Group has rights to the net assets of the arrangement, rather than rights to its assets and

obligations for its liabilities.

The group’s investments in its associates and joint ventures are accounted for using the equity method. They are initially recognised at cost, which includes

transaction costs. The statement of profit or loss reflects the group’s share of the profit or loss in equity-accounted investees. Any change in OCI of those

investees are presented as part of the group’s OCI.

No dividends have been received during 2025 or 2024.

In 2025, Nel sold its shares in SAGIM SAS for NOK 0.8 million, which led to a gain of NOK 0.7 million from the sale of shares in the associate company.

Additionally, Nel received NOK 3.7 million from selling its shares in Glomfjord Hydrogen AS, recording an equivalent gain. As of 31 December 2025, Nel no

longer held any shares in associates or joint ventures.

3.5 Non-current financial assets

(amounts in NOK thousands) 2025 2024 Long-term investments 40 109 44 260 Prepayments 141 159 Other non-current financial assets 53 0 Balance as of 31.12. 40 303 44 419

Long-term investments

The balance of NOK 40 million comprises an interest-bearing co-development loan provided to a project developer. There is a co-development agreement

entered into in parallel with the loan agreement. The loan has maturity date at the end of 2026, and no expected credit loss has been recognised.

3.6 Restricted cash and cash equivalents (Amounts in NOK thousands) 2025 2024 Non-current restricted cash 155 027 158 750 Current restricted cash 0 2 260 Balance as of 31.12. 155 027 161 010

Non-current restricted cash

Nel occasionally enters contracts with customers with specific guarantee clauses that require Nel to purchase certain performance bonds or advance

payment guarantee products from financial institutions. The products are secured by cash collateral.

In addition, Nel has some lease agreements which require deposits in a restricted bank account throughout the lease term.

Both cash collateral and deposits are assessed as investments (i.e. not cash or cash equivalents) as the maturity exceeds 3 months. Long-term investments

include the investments that exceed 12 months.

Performance and warranty bonds

NOK 81 (96) million relates to outstanding irrevocable letters of credit used as assurance for bid and contract performance, these letters of credit mature

between 31 December 2025 and 31 January 2027. As of 31 December 2025, the customers have drawn NOK 0 (0) million on the letters of credit.

Advance payment guarantee

Generally, in the contracts with customers, Nel receives advance payments. As of 31 December 2025, Nel has NOK 38 (54) million as cash collateral for

irrevocable letters of credit issued for advance payment guarantees with financial institutions. As of 31 December 2025, the customers have drawn NOK 0 (0)

million on the letters of credit.

Lease payments guarantee (deposits) and other collateral

Deposits for lease payments comprise security for lease payments throughout the lease terms for cars, office premises and manufacturing facilities. In

addition, collateral for bank credit lines. As of 31 December 2025, the Group has NOK 27 (45) million in such deposits.

Current restricted cash

This is the short-term equivalent to long-term investments, i.e. any performance and warranty bonds, advance payment guarantee and lease payments

guarantee (deposits). Current restricted cash from guarantees is NOK 0 (2) million as of 31.12.2025.

ESTIMATION UNCERTAINTY – Net realisable value of inventories The valuation of inventories represents a key source of estimation uncertainty at the reporting date. Actual outcomes may differ from the estimates applied, particularly if market conditions, sales prices or order intake timing develop differently than expected. The most significant assumptions affecting NRV are: Sales prices Estimated selling prices are based on current market prices, recent transactions and expected discount levels required to secure future orders. A reduction in achievable sales prices would result in a lower NRV and may trigger inventory write‑downs. Timing of order intake and sales For inventories not covered by firm sales contracts as of 31 December 2025, management estimates the expected timing of order intake and delivery. Delays in order intake or extended sales periods increase the risk that inventories may need to be sold at lower prices or that expected cash inflows should be discounted, negatively impacting NRV. Discount rates and time value of money Where inventories are expected to be sold over an extended timeframe, expected future cash inflows are assessed considering the time value of money. Discount rates applied reflect current market‑based rates consistent with the risk profile of the expected cash flows. Changes in discount rates or in the expected sales horizon may materially affect the calculated NRV.

4.1 Inventories

Inventories comprise purchased raw materials, work in progress and finished goods.

Inventories are measured at the lower of cost and net realisable value (NRV) in accordance with IAS 2 Inventories. Cost comprises costs of purchase, costs of

conversion and other costs incurred in bringing the inventories to their present location and condition.

Net realisable value represents the estimated selling price in the ordinary course of business, less estimated costs of completion and costs necessary to make

the sale. Where inventories are expected to be sold over an extended period, expected cash inflows are assessed considering the timing of sales and, where

material, the time value of money.

At each reporting date, inventories are reviewed for indicators of impairment. Any write‑down to NRV is recognised as an expense in the period in which the

write‑down occurs. Reversals of previous write‑downs are recognised when the circumstances that caused the impairment no longer exist.

(Amounts in NOK thousands) 2025 2024 Finished goods 552 059 66 842 Work in progress 97 627 102 787 Raw materials 288 304 375 919 Allowance for obsolete inventory -19 196 -13 799 Balance as of 31.12. 918 794 531 748

The amount of inventories recognised as an expense was NOK 365 (584) million during the period.

A customer defaulted on its payment, so Nel accepted the goods as settlement for the outstanding receivables. This reduced trade receivables and increased

inventory by approximately NOK 362 million. These goods remain unsold and are still held in inventory at the end of 2025.

Under normal circumstances, the turnover rate for inventories is considerably shorter than twelve months, as Nel operates on a produce-to-order basis and

does not manufacture goods for stock. However, due to market challenges and customer default in 2025, inventory levels have increased while order intake

has remained low. Inventories in PEM equals NOK 275 million and inventory in Alkaline equals NOK 644 million. The majority of Alkaline inventory consists of

finished goods, in the form of electrolyser cells and diaphragms. The inventory level differs by component, but as an order of magnitude, the Alkaline inventory

at hand is equivalent to about 350 MW. Nel has conducted assessments comparing net realisable value less costs to sell against the carrying value, including

consideration of the time value of money by discounting from the expected point of sale. In both 2025 and 2024, all items of inventories are measured at cost.

Sensitivity analysis for the inventory in Alkaline

The inventory valuation is sensitive to reasonably possible changes in the key assumptions described above:

• A decrease in estimated sales prices, or an increase in required discounting to secure orders, would reduce net realisable value and could lead to

write‑downs. A decrease in estimated sales price of about 20% would result in zero headroom, all else equal.

• A delay in expected order intake or delivery compared with management’s assumptions would increase the impact of discounting and may result in a

lower NRV. A delay of 12 months compared to estimated timing of sale would result in zero headroom, all else equal.

• An increase in the discount rate applied to expected future cash inflows would reduce the present value of those cash flows and negatively impact

inventory valuation. The discount rate used in the analysis equals the post-tax WACC used in the annual impairment test of CGUs for Alkaline

Electrolyser of 13.6%. An increase in discount rate of about 5%-points compared to estimates would result in zero headroom, all else equal.

Market developments, customer demand and order intake patterns are continuously monitored. Where assumptions change, inventory valuations are

updated accordingly in the period in which new information becomes available.

4.2 Trade receivables

Trade receivables are initially recognised at their transaction price, i.e. the amount of consideration to which Nel expects to be entitled for transferring the

promised goods or services to the customer. Trade receivables are subsequently accounted for at amortised cost and are reviewed for impairment on an

ongoing basis. Trade receivables are generally not discounted. Trade receivables are presented net of expected credit losses. Changes in the expected credit

loss are recognised within other operating expenses in the statement of comprehensive income.

(Amounts in NOK thousands) 2025 2024 Receivables from third-party customers 290 413 777 685 Gross trade receivables 290 413 777 685 Allowance for expected credit losses -49 501 -77 006 Balance as of 31.12. 240 913 700 679 Trade receivables are non-interest bearing and are generally on terms 30 to 60 days

Movements in the allowance for impairment in respect of trade receivables

(Amounts in NOK thousands) 2025 2024 Balance as of 01.01. 77 006 31 557 Discontinued operation 0 -22 408 Net remeasurement of loss allowance -27 505 67 857 Balance as of 31.12. 49 501 77 006

The decrease in trade receivables is cause by Nel accepting the former delivered goods as settlement for the outstanding receivables. This reduced trade

receivables and increased inventory by approximately NOK 362 million. These goods remain unsold and are still held in inventory at the end of 2025. Refer to

note 4.1. The remeasurement of loss allowance current year is due to the derecognition of mentioned related gross trade receivables in the same period.

See Note 6.1 on credit risk of trade receivables, which explains how the group manages and measures expected credit loss of trade receivables that are neither

past due nor impaired.

Nel recognises loss allowances for ‘Expected Credit Loss’ (ECL) on:

a) Financial assets measured at amortised cost; and

b) Contract assets

Loss allowance for trade receivables and contract assets is always measured at an amount equal to lifetime ECLs.

When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs, the Group

considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative

information and analysis, based on the Group's historical experience and informed credit assessment, that includes forward-looking information.

Measurement of ECLs

ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between

the cash flows due to Nel in accordance with the contract and the cash flows that Nel expects to receive).

Presentation of allowance for ECL in the statement of financial position

Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets.

4.3 Prepaid expenses and other current assets (Amounts in NOK thousands) 2025 2024 VAT net receivable 20 691 32 034 Short-term investments 11 733 0 Prepayments 104 448 230 731 Other current assets 3 440 7 052 Fair value of derivatives 2 137 3 451 Balance as of 31.12. 142 449 273 269

Prepayments include payments made to suppliers in advance of receiving control of goods. The advances represent payments for purchase orders where

the goods will be received in a subsequent period.

Short-term investments include shareholdings in Cavendish Hydrogen ASA. Current period include a net decline in fair value of the shareholdings of NOK 6

million.

4.4 Cash and cash equivalents

Cash and cash equivalents include cash, bank deposits and all other monetary items due within three months or less. (Amounts in NOK thousands) 2025 2024 Cash and cash equivalents 1 610 467 1 856 388 Restricted bank deposits for employees withheld taxes at 31.12 6 991 19 193 Balance as of 31.12. 1 617 458 1 875 580 (Amounts in NOK thousands) 2025 2024 Norwegian Kroner 1 514 045 1 797 534 US Dollars 61 296 55 827 Euro 19 669 10 835 GB Pounds 22 424 11 379 Polish Zloty 24 6 Balance as of 31.12. 1 617 458 1 875 580

Cash and cash equivalents are 94% (96%) in the Norwegian Krone (NOK) at the end of 2025. NOK 1 122 million is placed in 30-days locked interest accounts

in a portfolio of banks.

5.1 Share capital and shareholders

Share capital

The share capital comprises the number of shares multiplied by their par value and are classified as equity. Expenses which can be attributed directly to the

issue of new shares or options (less tax) are recognised in equity as a reduction in the proceeds received.

As of 31 December 2025, the group's share capital was NOK 367.7 (334.3) million, consisting of 1 838 457 834 (1 671 325 304) shares each with a par value of

NOK 0.20 (0.20).

The parent company has only one share class and no special regulations relating to the shares; thus, one share represents one vote.

As of 31 December 2025, Nel ASA owns 418 033 treasury shares which are recognised at par value NOK 0.20 within ‘treasury shares’ as a reduction of share

capital and total equity.

Shareholders as of 31.12.2025 Country Number of shares Ownership Samsung E&A Co., Ltd. South Korea 167 132 530 9.09% The Vanguard Group, Inc. United States 63 723 459 3.47% Folketrygdfondet Norway 17 504 862 0.95% Van Eck Associates Corp. United States 13 770 033 0.75% green benefit AG Germany 11 701 286 0.64% Global X Management Co. LLC United States 10 970 647 0.60% Legal & General Investment Management Ltd. United Kingdom 10 206 392 0.56% Invesco Capital Management LLC United States 8 557 062 0.47% Montpensier Arbevel SAS France 7 179 070 0.39% Global X Management Co. (UK) Ltd. United Kingdom 4 369 215 0.24% Dimensional Fund Advisors LP United States 3 593 045 0.20% Charles Schwab Investment Management, Inc. United States 3 562 908 0.19% LLB Invest Kapitalanlagegesellschaft mbH Austria 3 500 000 0.19% Storebrand Asset Management AS Norway 2 838 805 0.15% Hanwha Asset Management Co., Ltd. South Korea 2 831 715 0.15% Renta 4 Gestora SGIIC SA Spain 2 749 713 0.15% KB Asset Management Co. Ltd. South Korea 2 730 526 0.15% Vanguard Fiduciary Trust Co. United States 1 890 334 0.10% Raiffeisen Kapitalanlage-Gesellschaft mbH Austria 1 764 000 0.10% Global X Management (AUS) Ltd. Australia 1 746 864 0.10% Total 20 largest shareholders 342 322 466 18.62% Total remaining shareholders 1 496 135 368 81.38% Total number of shares 1 838 457 834 100.00%

5.2 Long-term debt

The reconciliation of lease liabilities arising from financing activities and maturity analysis for lease liabilities are disclosed in note 3.3 leases.

5.3 Deferred income (Amount in NOK thousands) 2025 2024 Government grants 60 488 69 279 TOTAL deferred income 60 488 69 279

Government grants

Government grants are recognised where there is reasonable assurance that the grant will be received, and all attached conditions will be complied with.

When the grants relate to an expense item, it is normally recognised as other operating income on a systematic basis over the periods that the related costs,

for which it is intended to compensate, are expensed.

Grants received that relate to an acquisition or development of assets has been presented "gross" in Nel's financial statements. A gross presentation entails

that the grant received is presented separately as deferred income. The deferred income is presented as a non-current liability and is amortised over the useful

life of the related asset. The amortised part of the deferred income is presented as other operating income in the statement of comprehensive income.

(Amounts in NOK thousands) 2025 2024 As of 31.12. 69 279 66 243 Grants received 6 215 23 247 Income recognised within 'other income' in 2025 (note 2.2) -15 005 -4 570 Discontinued operation 0 -15 642 As of 31.12. 60 488 69 279

The aging schedule shows the remaining governments grants divided in the year the grants was initially received.

Deferred income aging schedule <2022 2022 2023 2024 2025 SUM Government grants as of 31.12.2025 15 972 6 016 6 924 21 024 10 553 60 488 Government grants as of 31.12.2024 37 476 4 489 8 636 18 677 69 279

The table below show the split of deferred income (government grant) per operating segment. Operating segment Country 2025 2024 Nel Alkaline Electrolyser Norway 60 488 69 279 Balance as of 31.12. 60 488 69 279 The group is not aware of any unfulfilled conditions associated with these grants.

5.4 Other liabilities

Other current liabilities (Amounts in NOK thousands) 2025 2024 Vacation allowance and other salary related accruals 46 786 60 500 Public duties payable 32 705 44 462 Other current liabilities 47 685 59 596 Fair value of derivatives 128 9 237 Balance as of 31.12. 127 304 173 795

Other non-current liabilities (Amounts in NOK thousands) 2025 2024 Other non-current liabilities 8 251 5 263 Balance as of 31.12. 8 251 5 263

5.5 Provisions

Provisions, contingent liabilities and contingent assets

The group makes provisions when a legal or constructive obligation exists as a result of past events, it is more likely than not that a transfer of financial

resources will be required to settle the obligation, and the amount of the obligation can be reliably estimated. When the group expects some or all of a provision

to be reimbursed, for example, under an insurance contract, the reimbursement is recognised as a separate asset, but only when the reimbursement is

virtually certain. When the effect is significant, provisions are calculated by discounting expected cash flows at a pre-tax rate that reflects the time value of

money and if appropriate the risks specific to the liability. Increase in provisions as a result of time passing, is presented as interest expense.

Information regarding significant contingent liabilities is disclosed. A contingent asset is not recognised, but information is disclosed if there is a possibility

that a significant advantage will accrue to the group.

(Amounts in thousands) Accrued warranty Employee benefits Onerous contracts TOTAL As of 01.01.2024 59 812 46 458 25 446 131 717 Additions 24 562 26 602 7 518 58 682 Used during the year -15 721 -22 904 -18 818 -57 443 Reversal of unused provisions 0 -1 519 0 -1 519 Discontinued operation -24 355 -14 640 -6 164 -45 159 Foreign currency translation 1 180 1 517 674 3 371 As of 31.12.2024 45 478 35 515 8 657 89 650 Additions 14 205 41 993 6 909 63 108 Used during the year -1 238 -30 496 -4 766 -36 500 Reversal of unused provisions -15 089 -1 549 -927 -17 565 Foreign currency translation -1 207 -1 552 -690 -3 448 As of 31.12.2025 42 149 43 912 9 183 95 244

Accrued warranty

The groups warranty to customers is limited to replacement parts and services and generally expires one year from the date of shipment or contract

completion. Such warranties are limited in time, for most products not exceeding 12 months. Warranty is based on both contractual commitments and

caused by liability under background law.

Estimated warranty obligations are recorded in the period in which the related revenue is recognised or when a project is installed or commissioned. The

group quantifies and records an estimate for warranty related costs, which is principally based on historical experience. The accounting for warranties

requires the Group to make assumptions and apply judgments when estimating product failure rates and expected material and labour costs. The group

adjusts accruals as warranty claim data and historical experience warrant. If actual results are not consistent with the assumptions and judgments used to

calculate the warranty liability because either failure rates or repair costs differ from the groups assumptions, the group may be exposed to gains or losses

that could be material. Accrued warranty provision is based on experience assumptions and provision comprises a percentage of revenue from contracts

with customers, in the range of 3% to 5%.

Employee benefits

Nel has short term incentive bonuses in place for all employees. The provision for bonus incurred in 2025 to be finally measured and paid in 2026 is 37 NOK

(36) million. Provision for termination benefits included amounts to NOK 7 million as of 31.12.2025.

In addition, the employee benefits include provision for social security on stock options for social security payable in Norway, calculated at the intrinsic

value at year end. The provision fluctuates with the number of active options, timing of exercise and Nel ASA share price. See note 2.5 for further information

on share option program.

Settlement and claims

Settlement and claims comprise disputes, claims and fines where cash outflow is assessed probable (more likely that not to occur). At the end of 2025, Nel

have no provisions for settlement and claims.

Onerous contracts

An onerous contract is a contract in which the unavoidable costs (i.e. the lower of the cost of fulfilling the contract and any compensation or penalties arising

from failure to fulfil it) exceed the economic benefits expected to be received under the contract. For all contracts that are onerous, the present obligation

under the contract is recognised and measured as a provision.

6.1 Operational risk factors

Objectives, policies and processes for managing capital

The group's objective is to manage the capital structure to safeguard its ability to continue as a going concern, develop the business to provide long-term

returns for shareholders and provide benefits for other stakeholders. The group sets and adjusts the targeted size of capital based on business strategy, risk

and financial market conditions. The risk assessment includes risk associated with market development, product development and risk characteristics of the

underlying assets. In order to maintain or adjust the capital structure, the group may adjust the amount of new share issue or increase the debt by taking up

loans. A failure to adequately assess the capital structure requirements of its business or inability to deliver on the targeted capital structure may have a

material adverse effect on Nel.

Technological change

The renewable hydrogen industry in which Nel operates targets markets where abatement of climate emissions is hard. While many applications currently

have no credible alternative for large-scale decarbonization other than using renewable hydrogen, there is a risk that other technologies may emerge that

better addresses climate change. The renewable hydrogen market relies on continued availability of renewable energy at acceptable costs. Disruptions in the

value chain for renewable energy assets or an insufficient build-out rate of renewable energy may significantly delay the market potential for renewable

hydrogen.

Along with the significant market potential of the renewable hydrogen market comes increased competition. This also results in increased activity n research

and development across the hydrogen industry. Nel’s electrolyser technology consist of both Alkaline and PEM. Currently, Nel’s Alkaline technology platform

presents the advantage of having the better solution for large scale installations based on lowest cost and the highest efficiency. Nel’s PEM technology

platform has the advantage of being more compact and easier to integrate into turnkey deliveries and having a dynamic response suitable for intermittent

operation, making it a better solution for small- and mid-sized installations. Both technology platforms require continued development and cost reduction

efforts to become commercially viable in large market segments without government incentives.

It is a risk that one or both existing technologies in Nel becomes obsolete, or that competitors develop fundamentally better versions of PEM or Alkaline

technology. In addition, Nel continuously monitors the developments and possibilities of a disruptive technology emerging. Today, Anion Exchange Membrane

(AEM) and Solid Oxide (SOEL) represent possible disruptors. While all technologies can potentially co-exist, the competing technology and sharing market

potential, including the required investment in new technology constitutes a material risk for Nel.

There are risks associated with technological change, both related to technological elements within the field of hydrogen as well as technological elements

outside the field of hydrogen that potentially could make renewable hydrogen less relevant for the future.

If any of these circumstances materialize in a negative direction, it may have a significant adverse effect on the group’s business, prospects, financial results

or results of operations.

Expansion risk

The uneven pace of Nel's anticipated expansion in facilities, staff and operations may place serious demands on the group’s managerial, technical, financial,

and other resources. The organisation is currently relatively small and there is no guarantee that the group will be able to build a capable organisation at a

speed that is required to meet the demands of its customers or potential customers. Nel's failure to manage its growth effectively or to implement its strategy

in a timely manner may significantly harm its ability to achieve profitability.

Dependence of third parties in manufacturing

The group’s electrolyser manufacturing operations rely on external subcontractors and suppliers of services and goods. This operating model inherently

contains a risk to the group’s ability to deliver to customers, its goodwill and branding. If suppliers fail to deliver or to meet agreed or generally accepted

standards in areas such as environmental compliance, human rights, labor relations and product quality, this could have a significant adverse effect on the

group’s business, prospects, financial results and results of operations.

The company aims to address reputational risk through supplier selection. The majority of the external spending is directed towards large industrial companies

with full ISO compliance and smaller vendors that are in compliance with local legislation. Further, Nel conducts regular quality reviews, including production

site visits for risk assessment.

Nel is dependent on a limited number of third-party sub-suppliers for its electrolyser equipment. Contract manufactured or purchased components are

designed and selected in order to reduce the risk of a critical supply situation. However, if Nel fails to develop or maintain its relationship with its suppliers or

such suppliers are prevented from supplying, Nel may be unable to deliver at the agreed time, quality and cost and may experience order cancellations,

additional costs, customer claims and loss of market share. To reduce the sourcing risk Nel’s supply chain strategy is to have dual supply chains on all

components. Nel currently has few components with single source. Another supply chain risk is whether the suppliers can follow the expected growth of the

industry. In addition to making its current supply chain more robust, Nel is working to facilitate increasing volumes from important sub-suppliers.

Project risk

Nel participates in large commercial projects. Large commercial projects are subject to risks of delay and cost overruns inherent in any large construction

project from numerous factors, including:

• unexpectedly long delivery times for, or shortages of, key equipment, parts and materials;

• unforeseen design and engineering problems leading to delays;

• labor disputes and work stoppages;

• HSE accidents/incidents or other safety hazards;

• disputes with suppliers;

• last minute changes to the customer's specifications;

• adverse weather conditions or any other force majeure events; and

• inability or delay in obtaining regulatory approvals or permits

Failure to complete a commercial project on time may result in delays, renegotiation or cancellation of the contract. Further, significant delays could have a

negative impact on Nel's reputation and customer relationships. Nel could also be exposed to contractual penalties for failure to complete the project and

commence operations in a timely manner, all of which would aadversely affect Nel's business, financial condition and results of operations.

Key personnel

The successful development and performance of the group’s business depend on the group’s ability to attract and retain skilled professionals with appropriate

experience and expertise. Further, if the group loses the service of its senior management or key personnel, it may not be able to execute its business strategy.

There is no assurance that the group will be able to attract or retain such personnel on acceptable terms or at all. Any failure to attract or retain such personnel

could have a material adverse effect on the group’s business and operations.

Customer risk

Nel's ability to grow and generate incremental revenue depends on its ability to successfully acquire new customers, and to maintain and grow its relationships

with existing customers. There can be no assurance that Nel will be able to secure new customers, or maintain its relationship with existing customers, in the

future. Further, a number of Nel's existing and potential customers are themselves planning substantial growth, and should these customers fail to succeed

with their business plans or fail to fulfill their contracts with Nel, Nel's sales to such customers may be adversely affected, and Nel's revenues and results may

suffer as a result.

Intellectual property rights

Nel seeks to protect important proprietary manufacturing processes, documentation and other written materials, and other intellectual property primarily

under patent, trade secret and copyright laws. It also typically requires employees, consultants and companies that have access to its proprietary information

to execute confidentiality agreements. The steps taken by Nel to protect its proprietary information may not be adequate to prevent misappropriation of its

technology. In addition, Nel’s proprietary rights may not be adequately protected because:

• Third parties may not be deterred from misappropriating their technologies despite the existence of laws or contracts prohibiting misappropriation:

• policing unauthorised use of Nel’s intellectual property is difficult, expensive and time-consuming, and the group may be unable to determine the

extent of any unauthorised use; and

• the laws and legislation of countries in which the group sells or plans to sell its products may offer little or no protection for its proprietary technologies.

Unauthorised copying or other misappropriation of Nel’s proprietary technologies could enable third parties to benefit from its technologies without paying for

doing so. Any inability to adequately protect its proprietary rights could harm the group’s ability to compete, to generate revenue and to grow its business. This

could have a significant adverse effect on the group’s business, prospects, financial results and results of operations.

Some of the group’s patents are due to expire within the next couple of years, which means that the group will lose the sole right to certain technology in certain

areas. Although the company believes that this will have little effect on the company’s competitive position, no assurance can be made to this point.

The group may not obtain sufficient patent protection on the technology embodied in its products and production processes, which could significantly harm

its competitive position. Patents may provide only limited protection for its technology and may not be sufficient to provide competitive advantages. For

example, competitors could be successful in challenging any issued patents or, alternatively, could develop similar or more advantageous technologies on

their own or design around the group’s patents. Also, patent protection in certain countries may not be available, be limited in scope and/or not be readily

enforceable, making it difficult for the group to effectively protect its intellectual property from misuse or infringement. Any inability to obtain and enforce

intellectual property rights could have a significant adverse effect on the group’s business, prospects, financial results and results of operations. In addition,

given the costs of obtaining patent protection and the sometimes limited potential for protection, the group may choose not to protect certain innovations that

later turn out to be important. There is also a general risk that the group receives information subject to confidentiality agreements, regarding other parties’

know-how and trade secrets in relation to technology which may hinder the group from development of similar intellectual assets.

Adverse publicity and product liability

Product liability claims against the group could result in adverse publicity and potentially monetary damage. It is possible that its products could result in

injury, whether by product malfunctions, defects, improper installation or other causes. The successful assertion of product liability claims against the group

could result in potentially significant monetary damage, which could have a significant adverse effect on the group’s business, prospects, financial results

and results of operations.

6.2 Financial risk factors

The key financial risks the group is exposed to are related to liquidity, currency, interest rate, and credit risk.

Liquidity risk

Liquidity risk is the potential loss that occurs when the group fails to fulfil its contractual obligations when they fall due. Nel is operating in a fast-growing,

emerging market, with a long list of initiatives in many regions. The need to address growth opportunities ahead of actual market demand, balanced with the

need to conserve cash, is a continual challenge. The timing of addressing such elements and risks is important. Moving too fast could result in an unnecessarily

high cost level, with cash requirements beyond the current financing plan.

However, the group has a strong liquidity position, NOK 1 617 million, as per 31.12.2025. The strong cash position is a good basis for the group’s growth strategy.

The group monitors its risks associated with lack of capital up against the company’s planned activities.

The group will, if necessary, attempt to raise capital through private placements, debt financing, partnerships, and strategic alliances or from other sources.

The group may fail to raise capital on acceptable terms, or not do it at all, and this can result in a liquidation of the group.

Currency risk

Nel operates internationally and is subject to currency risks arising from foreign currency transactions and exposures. As the group presents its consolidated

results in NOK, any change in exchange rates between NOK and its subsidiaries’ functional currencies, primarily with respect to changes in USD, affects its

consolidated statement of income and consolidated statement of financial position. As the group expands its operations with projects in new markets the

currency risk exposure increases.

The group is on an overall level managed as a NOK company for currency risk management purposes with primary focus on NOK cash flow.

The group’s gross foreign currency risk exposure is significant, with the majority of revenue and expenses denominated in foreign currency. The group mitigates

the currency risk exposure by entering into forward currency contracts with financial institutions. The group has a residual net currency risk exposure

considering hedging which is considered low to medium.

Currency fluctuation effects on net profit of the year:

Profit and loss Changes in exchange rate NOK/foreign currencies Net profit in foreign currencies Value in Value in NOK -10% -5% +5% +10% currency DKK -1 668 -2 600 260 130 -130 -260 USD -11 569 -124 293 12 429 6 215 -6 215 -12 429 SEK -74 101 -75 390 7 539 3 770 -3 770 -7 539 GBP 1 183 16 256 -1 626 -813 813 1 626 EUR -939 -10 915 1 091 546 -546 -1 091 Effect on net income (loss) 19 694 9 847 -9 847 -19 694

Profit and loss Changes in exchange rate NOK/foreign currencies Statement of financial position Net receivables/liabilities in foreign currencies USD 1 029 11 684 -1 168 -584 584 1 168 SEK -3 273 -3 369 337 168 -168 -337 GBP 263 3 738 -374 -187 187 374 EUR 11 664 137 581 -13 758 -6 879 6 879 13 758 Effect on net income (loss) -14 960 -7 480 7 480 14 960 Total effect on Net income (loss) and Equity 4 735 2 367 -2 367 -4 735

The table shows the gross foreign currency exposure based on each entity in the group’s functional currency, before hedging. Nel’s hedging strategy and

designated instruments are elaborated and disclosed in note 6.5. The figures exclude translation of intercompany loans in Nel ASA.

Interest rate risk

The group does not have any interest-bearing long-term debt. Due to the low amount of debt in the group it is assessed that a change in interest rates will not

have a material effect on the financial statements.

Credit risk

Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. Nel is

exposed to credit risk from its operating activities (primarily trade receivables and contract assets) and from its financing activities, including deposits with

banks and financial institutions, foreign exchange transactions and other financial instruments. The carrying amounts of financial assets and contract assets

represent the maximum credit exposure.

Expected credit loss assessment

The Group uses an allowance matrix to measure the ECLs of trade receivables from individual customers, which comprise a very large number of small

balances. Loss rates are calculated using a factor method based on the probability of receivables progressing through successive stages of delinquency to

write-off. Roll rates are calculated separately for exposures in different segments based on the following common credit risk characteristics - geographic

region, age of customer relationship and type of products purchased.

The following table provides information about the exposure to credit risk and ECLs for trade receivables from individual customers as of 31 December 2025

and 2024.

Loss rates are based on actual credit loss experience over the past two years. These rates are multiplied by a factor to reflect differences between economic

conditions during the period over which the historical data has been collected, current conditions and Nel's view of economic conditions over the expected

lives of the receivables.

2025 Weighted-average loss Gross carrying amount Loss rate allowance Current (not past due) 0.1 % 62 306 93 1-30 days past due 0.2 % 52 469 131 31-60 days past due 1.0 % 40 399 404 61-90 days past due 5.0 % 836 42 91 days to one year past due 35.8 % 129 474 46 367 More than one year past due 50.0 % 4 929 2 464 Total 290 413 49 501 17.0 %

2024 Weighted-average loss Gross carrying amount Loss rate allowance Current (not past due) 0.1 % 186 526 31 775 1-30 days past due 0.2 % 127 316 318 31-60 days past due 0.5 % 4 990 27 61-90 days past due 2.0 % 4 330 89 91 days to one year past due 30.0 % 51 269 15 381 More than one year past due 7.3 % 403 254 29 416 Total 777 685 77 006 9.9 % The remeasurement of loss allowance current year is due to the derecognition of related gross trade receivables (more than one year past due in 2024) in the

same period.

6.3 Market risk factors

Market development risk

Significant markets for renewable hydrogen products or renewable energy as a major source for hydrogen production may develop more slowly than the group

anticipates. This would significantly harm Nel's revenues and may cause Nel to be unable to recover the expenditure it has incurred and expects to incur in

terms of the development and industrialization of its products.

Regulatory issues

The group’s operations are subject to numerous environmental requirements. Such laws and regulations govern, among other matters, air pollution emissions,

wastewater discharges, solid and hazardous waste management, and the use, composition, handling, distribution and transportation of hazardous materials.

Many of these laws and regulations are becoming increasingly stringent. The cost of compliance with these requirements can be expected to increase over

time.

The group’s electrolyser production depends on discharge permits. From time to time, breaches of the allowed emission limits set out in such permits may

occur. If such limits of the relevant permits should be exceeded or the permits adjusted or revoked, this may have a significant effect on the group’s operations

and results, as the group may be ordered to permanently or temporarily halt production, be subject to fines and/or need to take additional costs to undertake

corrective measures.

The group cannot predict the impact of new or changed laws or regulations relating to health, safety, the environment or other concerns or changes in the ways

that such laws or regulations are administered, interpreted or enforced. To the extent that any of these requirements impose substantial costs or constrain

the group’s ability to expand or change its processes, the group’s business, prospects, financial results and results of operations could suffer.

The renewable hydrogen industry is in its development phase and is not currently subject to industry specific government regulations in the European Union,

Asia and the United States, as well as other jurisdictions, relating to matters such as design, storage, transportation and installation of renewable hydrogen

infrastructure products. However, given that the production of electrical energy has typically been an area of significant government regulation, the Company

expects it will encounter industry specific government regulations in the future in the jurisdictions and markets in which it operates. For example, regulatory

approvals or permits may be required for the design, installation and operation of Nel's products. To the extent there are delays in gaining such regulatory

approval, Nel's development and growth may be constrained. Nel's business will suffer if environmental policies change and no longer encourage the

development and growth of clean power technologies.

Nel depends substantially on government subsidies. Political developments could lead to a material deterioration of the conditions for, or a discontinuation

of, the subsidies for its technology. It is also possible that government financial support for Nel's technology will be subject to judicial review and determined

to be in violation of applicable constitutional or legal requirements or be significantly reduced or discontinued for other reasons. Without government subsidies,

or with reduced government subsidies, the availability of profitable investment opportunities for Nel would be significantly lower, which could have a material

adverse effect on Nel's business, financial condition, results of operations and cash flows.

Competition

The group competes with a large number of competitors. Many competitors are developing and are currently producing products based on technologies that

may have costs similar to, or lower than, the group’s projected costs. Many of the group’s existing and potential competitors may have longer operating

histories, greater name recognition, structurally better cost positions through geographical location or agreements with local authorities (including direct and

indirect subsidies), better access to skilled personnel, better access to research and development partners, access to larger customer bases and significantly

greater financial, sales and marketing, manufacturing, distribution, technical and other resources than the group. As a result, they may be able to respond

more quickly than the group to the changing customer demands or to devote greater resources to the development, promotion and sales of their products.

The group’s business relies on sales of its products, and competitors with more diversified product offerings may be better positioned to withstand a decline

in the demand for products of the types that the group offers. It is possible that new competitors or alliances among existing competitors could emerge and

rapidly acquire a significant market share, which would harm the group’s business. If the group fails to compete successfully, it could have a significant

adverse effect on the group’s business, prospects, financial results and results of operations.

6.4 Climate-related risks and opportunities

Climate-related opportunities

Nel is a pure play renewable hydrogen company. Climate-related opportunities are the company’s only opportunities. Climate-related opportunities are the

driver for the revenue and activity growth included in the company’s impairment tests. In addition, the climate-related opportunities also impact the

assessment of probable future economic benefits from capitalised technology development.

Climate-related risks

The company pursue solely climate-related opportunities; therefore, the company does not have any transformation of any legacy business negatively

impacted by the climate-related scenarios. Further analysis of the climate-related risks below:

Regulatory risks and Geopolitics

While climate change is the megatrend, the anticipated role of renewable hydrogen as a sustainable activity contributing to climate change mitigation could

change. How geopolitics will impact and shape climate policies going forward constitutes a risk for Nel. We would not be significantly impacted by the

introduction of a potential carbon tax or restrictions on the use of carbon-intensive assets. Further, we do not consume products from conflict areas and our

consumption of rare materials is limited. However, we identify opportunities in the enactment of a low carbon economy.

Reputation Risk

Nel recognizes the importance of maintaining a strong brand in the developing renewable hydrogen industry. Reputational risk comprises: i) any damage to

brand value that will cause lost opportunities, ii) challenges in recruiting and retaining talent that in turn could halt technology developments and damage

customer experience, and iii) challenges in attracting investors due to damaged reputation which could affect the going concern status of the group.

Physical Risk

None of our manufacturing facilities are located in environments overly exposed to physical risks. Relatedly, our facilities are not located in the areas most

exposed to sustained long-term shifts in climate patterns. However, our delivered solutions require continuous access to water and electricity, a shortage of

which could impact our products’ performance.

6.5 Hedge accounting

Derivative financial instruments and hedge accounting

The Group holds derivative financial instruments to hedge its foreign currency risk exposures. Derivatives are both initially and subsequently to initial

recognition measured at fair value, and changes therein are generally recognised in profit or loss.

The group designates certain derivatives as hedging instruments to hedge the variability in cash flows associated with firm commitments and highly probable

forecast transactions arising from changes in foreign exchange rates. At the inception of designated hedging relationships, the Group documents the risk

management objective and strategy for undertaking the hedge. The group also documents the economic relationship between the hedged item and the hedging

instrument, including whether the changes in cash flows of the hedged item and hedging instrument are expected to offset each other.

Cash flow hedges

For the purpose of hedge accounting, hedges are classified as cash flow hedges when hedging the exposure to changes in the fair value of a recognised asset

or liability or a highly probable forecast transaction. Nel accounts for a hedge of foreign currency risk as a cash flow hedge, including also exposures to an

unrecognised firm commitment. When a derivative is designated as a cash flow hedging instrument, the effective portion of changes in the fair value of the

derivative is recognised in OCI and accumulated in the hedging reserve. The effective portion of changes in the fair value of the derivative that is recognised in

OCI is limited to the cumulative change in fair value of the hedged item, determined on a present value basis, from inception of the hedge. Any ineffective

portion of changes in the fair value of the derivative is recognised immediately in profit or loss.

The group designates the currency forward contracts on a ‘forward basis’, which includes both the spot element and the forward element. Then the full fair

value of the hedging instrument is used in measuring ineffectiveness. The amount accumulated in the hedging reserve is reclassified to profit or loss in the

same period or periods during which the hedged expected future cash flows affect profit or loss.

If the hedge no longer meets the criteria for hedge accounting or the hedging instrument is sold, expires, is terminated or is exercised, then hedge accounting

is discontinued prospectively. When hedge accounting for cash flow hedges is discontinued, the amount that has been accumulated in the hedging reserve

remains in equity until it is reclassified to profit or loss in the same period or periods as the hedged expected cash flows affect profit or loss.

The Group is exposed to certain risk relating to its ongoing business operations. In 2025, foreign exchange forward contracts are designated as hedging

instruments in cash flow hedges of firm sale commitment in Euro and British pound. In addition, highly probably forecast transactions in Euro.

The foreign exchange forward contract balances vary in particular with the magnitude of firm commitment foreign currency sales and changes in foreign

exchange forward rates.

As of 31 December 2025, the Group held the following instruments to hedge exposures to changes in foreign currency.

Maturity/ 2026-Q1 2026-Q2 2026-Q3 2026-Q4 Total Hedging instruments GBP forward contracts, net 386 0 387 0 773 GBP Average NOK:GBP forward contracts rate 13.5 0.0 13.5 0.0 13.5 Hedged NOK, net (nominal amount) 5 207 0 5 223 0 10 430 Fair value GBP forward contracts -39 0 -45 0 -83 EUR forward contracts, net 1 772 643 0 380 2 796 EUR Average NOK:EUR forward contracts rate 12.2 12.0 0.0 12.2 12.2 Hedged NOK, net (nominal amount) 21 682 7 701 0 4 621 34 004 Fair value EUR forward contracts 623 29 0 46 698 TOTAL hedged NOK, net (nominal amount) 26 889 7 701 5 223 4 621 44 434 TOTAL fair value, NOK 584 29 -45 46 615

The effects that hedge accounting has had on the statement of financial position, statement of profit or loss and OCI and statement of changes in equity

Hedging instruments are measured at fair value and recognised in the statement of financial position as either an asset or a liability depending on the whether

the instrument has a positive or negative value. The fair values recognised represents unrealised gains/losses driven by the changes in foreign exchange rates.

Statement of financial position

The table below show the fair value of forward exchange contracts designated as hedging instruments in the statement of financial position.

(amounts in NOK thousands) Current assets Non-current assets Other current liabilites Non-current liabilities TOTAL Type of hedge items Revenue 3 452 0 -7 477 0 -4 025 As of 31.12.2024 3 452 0 -7 477 0 -4 025 Revenue 743 0 -128 0 615 As of 31.12.2025 743 0 -128 0 615

Profit or loss and OCI

The table below includes the reconciliation of movements in hedging reserve, cash flow hedges, in OCI during the year.

(amounts in NOK thousands) Revenue Raw materials Finance costs TOTAL As of 01.01.2024 13 350 -6 070 0 7 279 Effective portion of changes in fair value -47 623 10 084 -14 570 -52 108 Reclassified to profit or loss -4 438 0 14 570 10 132 Reclassified to statement of financial positions (basis adjustment) 37 126 -4 014 0 33 112 As of 01.01.2025 -1 585 0 0 -1 585 Effective portion of changes in fair value 2 821 0 0 2 821 Reclassified to profit or loss -9 092 0 0 -9 092 Reclassified to statement of financial positions (basis adjustment) 9 901 0 0 9 901 As of 31.12.2025 2 045 0 0 2 045

During the year, a hedging loss of NOK -5.0 (4.4) million has been realised and reclassified to profit or loss within ‘Revenue from contracts with customers’.

The timeline below illustrates when the unrealised changes in fair value of the foreign currency forward contracts may be reclassified to profit or loss and

statement of financial position.

(amounts in NOK thousands) 2025 2026 2027 2028 TOTAL Revenue -1 585 0 0 0 -1 585 As of 31.12.2024 -1 585 Revenue 2 045 0 0 2 045 As of 31.12.2025 2 045

Economic relationship and effectiveness

The hedged item creates an exposure to buy a foreign currency and sell the functional currency. The forward contract is to sell foreign currency and buy the

functional currency. As the hedged exposure is exactly matched by the currency leg of the forward contract (i.e. they are the same amount of currency with

the same payment date), there is a clear economic relationship between the hedging instrument and the hedged item. Hedging less than 100 % is considered

when natural hedge positions could occur during the hedging period, or to limit the risk of over-hedging given the inherent uncertainties in any estimated cash

flow.

If there’s no change in the hedge item cash magnitude (e.g. contract termination or amendment) the hedge would be effective as long as the timing of the

hedge instrument and hedge item are aligned. The company has recognised ineffectiveness in the income statement in 2025 of about NOK 0 (2) million in

finance costs. The Group does not have any fair value hedge or net investment hedge.

6.6 Financial instruments

Nel uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

Level 1: Inputs are quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date.

Level 2: The fair value of financial instruments that are not quoted in an active market is determined using valuation techniques which maximise the use of

observable market price and rely as little as possible on entity-specific estimates.

Level 3: Unobservable inputs are used to measure fair value to the extent that relevant observable inputs are not available, thereby allowing for situations in

which there is little, if any, market activity for the asset or liability at the measurement date. Techniques that use inputs that have a significant effect on the

recorded fair value that are not based on observable market data.

Financial instruments and fair values

Fair value - Mandatorily Total Level 1 Level 2 Total 2025 hedging at FVTPL - instruments others ASSETS Financial assets measured at fair value Forward exchange contracts used for hedging 743 743 743 743 Financial asset - equity instruments 11 733 11 733 11 733 11 733 SUM 743 11 733 12 476 11 733 743 12 476 LIABILITIES Financial liabilities measured at fair value Forward exchange contracts -128 -128 -128 -128 SUM -128 -128 -128 -128

Fair value - hedging Total Level 2 Total 2024 instruments ASSETS Financial assets measured at fair value Forward exchange contracts 3 452 3 452 3 452 3 452 SUM 3 452 3 452 3 452 3 452 LIABILITIES Financial liabilities measured at fair value Forward exchange contracts -7 477 -7 477 -7 477 -7 477 SUM -7 477 -7 477 -7 477 -7 477

The management assessed that cash and short-term deposits, trade receivables, other current assets, trade payables and other current liabilities' carrying

amounts is a reasonable approximation of their fair value largely due to the short-term maturities of these instruments.

Nel enters into forward exchange contracts with financial institutions, where the fair value of such instruments is based on valuation techniques including

market observable inputs. The most frequently applied valuation techniques include forward pricing and swap models using net present value calculations.

The models used incorporate various inputs, including the credit quality of counterparties, foreign exchange spot and forward rates and interest rate curves.

The valuation is performed by banks or external valuation providers.

For recurring fair value measurements using significant unobservable inputs (Level 3), the effect of the measurements on profit or loss for the period has been

0.0 (0.0) million.

6.7 Contractual commitments and commitments for investments

Nel is committed to future investments for PEM expansion in Wallingford, Connecticut, and Next-Generation Pressurized Alkaline Electrolyser in Herøya,

Norway, see note 3.2 for additional information.

7.1 Composition of the group

The following subsidiaries are included in the consolidated financial statements:

Ownership/votes Ownership/votes Company Country of incorporation Main operations Consolidated from: 2025 2024 Nel Hydrogen Electrolyser AS Norway Alkaline electrolysers 01.10.2015 100 % 100 % Nel Fuel AS Norway Investment/holding 01.07.2015 100 % 100 % Proton Energy Systems Inc United States PEM electrolysers 01.07.2017 100 % 100 % Nel US Holding Inc United States Investment/holding 23.05.2024 100 % 100 % Nel Hydrogen Electrolyser Germany GmbH Germany Electrolysers sales office 24.10.2022 100 % 100 % Nel Hydrogen Electrolyser Belgium BV Belgium Electrolyser sales office 27.09.2021 100 % 100 % Nel Hydrogen Chile SpA Chile Electrolyser sales office 01/06/2023 100 % 100 % Nel Electrolyser Inc United States Electrolyser distributor 24.05.2024 100 % 100 % All subsidiaries are 100 % owned. There is no uncertainty about control and no restrictions on the ability to access or use assets and settle liabilities in the

group.

7.2 Executive management remuneration

Nel Executive Management Compensation and number of shares owned

Remuneration of management 2025 Salary Bonus Pension Other Total Number of Ownership expense remunerationremuneration shares 1)2)Håkon Volldal, CEO4 985 1 384 221 200 6 789 0 0.00 % Kjell Christian Bjørnsen, CFO 3 412 863 221 0 4 496 20 000 0.00 % Marius Løken, CTO 3 152 726 221 55 4 153 0 0.00 % 4)Mats Bohman, VP Alkaline operations1 824 104 121 0 2 049 0 0.00 % 3)Kai Rune Heggland, former SVP Alkaline operations2 239 273 100 2 856 5 467 na 0.00 % Tushar Ghuwalewala, SVP PEM operations 2 909 345 87 5 3 346 0 0.00 % Todd Cartwright, CCO 3 073 527 92 306 3 999 0 0.00 % 4)Birgitte Nordvik, CPO2 291 243 221 0 2 755 0 0.00 % 3)Hans Hide, former CPO2 531 464 221 3 064 6 281 na 0.00 % Stein Ove Erdal, CLO 2 777 501 221 0 3 499 0 0.00 % Anne Liberg, CHRO 2 212 347 221 0 2 779 0 0.00 % TOTAL 31 402 5 777 1 947 6 487 45 614 20 000 0.00 % 1) Other remuneration is mainly related to severance pay for which amount presented is expense in the period (cash payment can be in subsequent period) 2) Has a six months’ notice period, plus is entitled to six months’ severance pay. 3) Left Nel December 2025 4) Joined executive management from December 2025

Remuneration of management 2024 Salary Bonus Pension Other Total Number of Ownership expense remunerationremuneration shares 1)2)Håkon Volldal, CEO4 762 1 550 202 0 6 514 0 0.00 % Kjell Christian Bjørnsen, CFO 3 152 933 202 0 4 287 20 000 0.00 % Marius Løken, CTO 2 869 502 202 0 3 573 0 0.00 % 3)Esa Laukkanen, former COO3 130 620 0 1 639 5 389 0 0.00 % Kai Rune Heggland, SVP Alkaline operations 2 104 103 115 0 2 322 8 766 0.00 % Tushar Ghuwalewala, SVP PEM operations 2 609 364 78 0 3 051 0 0.00 % Todd Cartwright, CCO 3 405 0 90 645 4 140 0 0.00 % Hans Hide, CPO 2 362 419 202 0 2 983 30 000 0.00 % Stein Ove Erdal, CLO 2 569 619 202 0 3 390 0 0.00 % 4)Anne Liberg, CHRO1 438 0 151 0 1 589 0 0.00 % 5)Caroline Duyckaerts, former CHRO1 412 348 142 1 457 3 359 0 0.00 % TOTAL 29 812 5 458 1 586 3 741 40 597 58 766 0.00 % 1) Other remuneration is mainly related to severance pay 2) Has a six months’ notice period, plus is entitled to six months’ severance pay. 3) Left Nel end of October 2024 4) Employed in Nel from April 2024 5) Left Nel end of May 2024

The Board of Directors determines the remuneration of the CEO based on a proposal from the Remuneration Committee and approves the general terms of

the company's incentive plans for Executive Management and other key employees. The CEO determines the compensation to the other members of Nel’s

Executive Management.

Nel’s approach is to provide the CEO and other members of Nel’s executive Management as well as employees with a market competitive offer for our

renewable industry. The compensation should be:

• attractive to recruit and retain executives and other talents to Nel;

• market competitive in the respective locations but not market leading, fitting for our renewable industry;

• Support the creation of sustainable value to Nel’s shareholders

Total compensation for each member of Executive Management is compared to the relevant market on a regular basis. Nel’s remuneration of the Executive

Management includes the Base Salary, Bonus, Share Option Program, Pension (defined contribution plans) and other compensation elements such as car,

cell phone and internet connection.

7.3 External audit remuneration

Fees to the group auditor 2025 2024 Statutory auditing services 2 566 3 395 Attestation services 222 218 Non-auditing services 0 267 TOTAL 2 788 3 880

In addition to the fees included in the remuneration table above, the group incurred NOK 1.7 (1.9) million in 2025 of attestation services and non-auditing

services provided by companies other than EY, the group auditor. Fees to other auditors elected by subsidiaries 2025 2024 Statutory auditing services 0 0 Attestation services 1 720 1 909 Non-auditing services 0 0 TOTAL 1 720 1 909

7.4 Related parties

Executive management

Information on key management compensation is disclosed in note ‘7.2 executive management remuneration’.

Associated and joint ventures

Nel's significant transactions with associated companies and joint ventures are described in note 3.4 Investments in associated companies and joint ventures.

Transactions with related parties are at arm’s length principles.

Board of Directors

Members of Nel’s Board of Directors’ remuneration and share ownership are disclosed in the tables below.

Board of Directors 2025 Board Audit Remuneration Total Number of Ownership member committee committee shares 1)Arvid Moss - chair of the Board650 0 47 697 0 0.00 % Ole Enger - former chair of the Board 281 0 28 309 na 0.00 % Tom Røtjer 431 0 0 431 0 0.00 % Beatriz Malo de Molina 431 125 0 556 0 0.00 % Charlotta Falvin 431 90 0 521 46 000 0.00 % Hanne Blume 431 0 105 536 0 0.00 % Jens Bjørn Staff 431 56 0 488 0 0.00 % 2)Gyu Yeon Kang281 0 0 281 0 0.00 % TOTAL 3 369 271 180 3 820 46 000 0.00 % 1) Elected as chair of the board on annual general meeting in 2025. Arvid was a board member prior to becoming the chair. 2) Elected as new member of the board on annual general meeting in 2025.

Board of Directors 2024 Remuneration Audit Remuneration Total Number of Ownership committee committee shares Ole Enger - Chair of the Board 731 0 75 806 149 462 0.01 % Tom Røtjer 391 0 0 391 0 0.00 % Beatriz Malo de Molina 391 125 0 516 0 0.00 % Charlotta Falvin 391 90 0 481 46 000 0.00 % Hanne Blume 391 0 105 496 0 0.00 % Jens Bjørn Staff 391 0 0 391 0 0.00 % Arvid Moss 391 0 0 391 0 0.00 % TOTAL 3 075 215 180 3 470 195 462 0.01 %

7.5 Events after the balance sheet date

Information about the group's financial position that has occurred after the balance sheet date is disclosed if the information is considered to be significant

for the group's current financial statements and future position.

7.6 Going concern

The financial statement is presented on the going concern assumption under International Financial Reporting Standards. As per the date of this report the

group has sufficient working capital for its planned business activities over the next twelve-month period.

The Board of Directors confirmed on this basis that the going concern assumption is valid, and that financial statements are prepared in accordance with this

assumption.

Financial statements –

Parent company

Contents

Statement of comprehensive income

Statement of financial position as of 31 December

Statement of cash flows

Statement of changes in equity

Note 1 Corporate information

Note 2 Basis for preparation and significant accounting principles

Note 3 Revenue from contracts with customers

Note 4 Personnel expenses

Note 5 Property Plant and Equipment

Note 6 Other operating expenses

Note 7 Finance income and cost

Note 8 Subsidiaries, associates and joint ventures

Note 9 Income taxes

Note 10 Specification of balance sheet items

Note 11 Restricted cash

Note 12 Transactions with related parties

Note 13 Cash and cash equivalents

Note 14 Share capital and shareholders

Note 15 Lease liabilities

Note 16 Financial risk and derivatives

Note 17 Financial instruments

Note 18 Guarantees

Statement of comprehensive income

Amounts in NOK thousands

NOTE

2025

2024

Revenue from contracts with customers

86 856

103 396

Other operating income

16 599

2 192

Total revenue and operating income

103 455

105 588

Personnel expenses

75 372

75 715

Depreciation and amortisation

4 028

4 102

Other operating expenses

62 970

65 280

Total operating expenses

142 370

145 097

Operating loss

-38 915

-39 509

Finance income

133 993

205 145

Finance costs

-838 741

-876 204

Net financial items

-704 748

-671 059

Pre-tax income (loss)

-743 663

-710 568

Tax expense

14 648

Net income (loss) attributable to equity holders of the company

-758 311

-710 568

Other comprehensive income

Comprehensive income (loss) attributable to equity holders of the company

-758 311

-710 568

Appropriation of comprehensive income (loss) and equity transfers

Dividends proposed

Retained earnings

-758 311

-710 568

Total appropriation

-758 311

-710 568

Statement of financial position as of 31 December

Amounts in NOK thousands

NOTE

2025

2024

Non-current assets

Property, plant and equipment

4 014

7 949

Investments in subsidiaries

3 745 280

3 759 355

Non-current financial assets

10, 16, 17

146 350

158 750

Long-term receivables group

45 647

104 135

Total non-current assets

3 941 291

4 030 189

Current assets

Trade receivables

1 449

10 410

Other current assets

10, 11, 16, 17

26 955

9 502

Cash and cash equivalents

1 555 758

1 830 512

Receivables group

199 680

238 913

Total current assets

1 783 842

2 089 337

TOTAL ASSETS

5 725 133

6 119 526

Amounts in NOK thousands

NOTE

2025

2024

Equity

Paid in capital

Share capital

367 692

334 265

Treasury shares

-84

Share premium

7 914 366

7 598 562

Other capital reserves

70 637

68 645

Accumulated deficits / Retained earnings

-2 907 370

-2 149 059

Total equity

5 445 240

5 852 330

Non-current liabilities

Lease liabilities

283

3 610

Long-term debt group

133 016

186 944

Total non-current liabilities

133 299

190 554

Current liabilities

Trade payables

9 309

10 465

Lease liabilities

3 522

3 902

Provisions

12 847

7 659

Short-term liabilities group

90 755

13 146

Other non-current liabilities

10, 16, 17

30 160

41 470

Total current liabilities

146 593

76 642

Total liabilities

279 892

267 196

TOTAL EQUITY AND LIABILITIES

5 725 133

6 119 526

Statement of cash flows

Amounts in NOK thousands

NOTE

2025

2024

CASH FLOWS FROM OPERATING ACTIVITIES

Loss before tax

-743 663

-710 568

Adjustments for interest expense

397

536

Adjustments interests received

7, 12

-23 080

-41 916

Equity-settled share-based compensation expense

328

481

Depreciation

4 028

4 102

Impairment of financial assets

821 269

876 031

Change in fair value equity instruments

-23 372

Change in provisions

5 188

-388

Change in trade receivables, group receivables

48 194

-89 621

Change in trade payable and group payables

9 870

-11 499

Changes in other current assets and other liabilities

1 072

-681 676

Net cash flow from operating activities

123 604

-677 890

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of property, plant and equipment

-34

Disposal of property, plant and equipment

220

Investments in other financial assets

-48 144

-137 918

Proceeds from sales of other investments

49 252

119 682

Net cash flow from investing activities

1 109

-18 051

CASH FLOWS FROM FINANCING ACTIVITIES

Interests paid

-397

-536

Gross cash flow from share issues

353 070

Transaction costs related to capital increases

-3 840

Payment of lease liabilities

-3 800

-3 615

Loans advanced to subsidiaries (cash pool)

-744 499

-673 505

Net cash flow from financing activities

-399 466

-677 656

Net change in cash and cash equivalents

-274 754

-1 373 597

Cash balance as of 01.01

1 830 512

3 204 108

Cash balance as of 31.12

1 555 758

1 830 512

Statement of changes in equity

Amounts in NOK thousands

Share capital

premium

Other reserve

Treasury

Retained

earnings

Total equity

Equity as of 31.12.2023

334 265

8 661 089

65 927

-84

-1 438 491

7 622 706

Increase of capital 2024

Options and share program

2 719

Distribution of shares in Cavendish Hydrogen ASA (Note 7)

-1 062 527

Total comprehensive income

-710 568

Equity as of 31.12.2024

334 265

7 598 562

68 646

-84

-2 149 059

5 852 330

Increase of capital 2025

33 427

315 804

349 230

Options and share program

1 992

Total comprehensive income

-758 311

Equity as of 31.12.2025

367 691

7 914 366

70 638

-84

-2 907 370

5 445 240

Note 1 Corporate information

Nel ASA (Nel) is a global, dedicated hydrogen company, delivering optimal solutions to produce, store and distribute hydrogen from renewable energy. The

company is domiciled in Norway. 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 renewable hydrogen economy, making it possible to decarbonize various industries such

as transportation, refining, steel, and ammonia.

The group has two divisions: Nel PEM Electrolyser and Nel Alkaline Electrolyser.

Nel ASA (org. no 979 938 799) was formed in 1998 and is a Norwegian public limited company listed on the Oslo Stock Exchange. The company’s head office

is in Karenslyst allé 49, N-0279 Oslo, Norway. The parent company financial statements were approved by the Board of Directors on 25 February 2026.

Note 2 Basis for preparation and significant accounting principles

Statement of compliance

The financial statements of Nel ASA have been prepared and presented in accordance with simplified IFRS pursuant to section 3-9 of the Norwegian

Accounting Act.

Basis for preparation

These financial statements have been prepared on a historical cost basis, except for certain financial instruments, which are measured at fair value. The

financial statements and accompanying notes are presented in NOK thousands. As a result of rounding differences, numbers or percentages may not add up

to the total. Numbers in brackets are comparable amounts, in NOK million.

Accounting estimates and judgements

In preparing the financial statements, assumptions and estimates that have had effect on the amounts and presentation of assets and liabilities, income and

expenses and contingent liabilities must be made. Actual results could differ from these assumptions and estimates.

Foreign currency translation

The functional currency and presentation currency of the company is Norwegian kroner (NOK). Transactions in foreign currency are translated at the rate

applicable on the transaction date. Monetary items in a foreign currency are translated into NOK using the exchange rate applicable on the balance sheet date.

Non-monetary items that are measured at their historical cost expressed in a foreign currency are translated into NOK using the exchange rate applicable on

the transaction date. Non-monetary items that are measured at their fair value expressed in a foreign currency are translated at the exchange rate applicable

on the balance sheet date.

Changes in accounting policies

A few amendments to IFRS have been implemented for the first time in 2025. The amendments did not have any material impact on the parent company. In

addition, several amendments to IFRS are issued up to the date of issuance of these financial statements but are not yet effective. The company has not

applied the new IFRSs and the impact of applying the amendments is not expected to have a material impact on the Company’s financial statements.

Definition and applying of materiality judgements in preparation of these financial statements

The financial statements aim to provide useful financial information which increase the understandability of Nel and its performance. To meet the information

needs of its primary users, Nel apply materiality judgments which are necessary to meet this objective, and Nel has made such judgments related to

recognition, measurement, presentation and disclosures. Within these financial statements information is considered material if omitting, misstating or

obscuring it could reasonably be expected to influence decisions taken by primary users based on the information provided. In practice this will lead to Nel

omitting certain information, if it is assessed it will obscure the material information. The materiality judgments are reassessed at each reporting date and

updated based on changed facts and Nel specific circumstances.

Segment information

Nel ASA operates with only one operating segments, providing management services to subsidiaries. A separate disclosure for segment information is

therefore not applicable.

Significant accounting judgements and estimation uncertainty

The preparation of financial statements requires management to make judgements and estimates that influence amounts recognised in certain accounts for

assets, liabilities, income and expenses. The actual results may deviate from such assumptions. Estimates and underlying assumptions are subject to

continuous assessment.

Revenue from contracts with customers

In general, revenue comprises sales of intercompany services. These are recognized when the services are delivered based on intragroup allocation of costs.

Personnel expenses

Wages, salaries, bonuses, pension and social security contributions, paid annual leave and sick leave are accrued in the period in which the associated

services are rendered by employees of the company. The company has pension plans for employees that are classified as defined contribution plans.

Contributions to defined contribution schemes are recognised in the statement of comprehensive income in the period in which the contribution amounts are

earned by the employees.

The company has an equity-settled share option program for all employees. The Company uses the Black-Scholes-Merton option pricing model at time of

grant to determine the impact of stock option grants in accordance with IFRS 2 – Share-based payment. Refer to group financial statements note 2.5 for further

accounting policies, including assumptions and social security provisions.

For further information refer note 4 – Personnel expenses.

Financial instruments and fair value

Nel uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

Level 1: Inputs are quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date.

Level 2: The fair value of financial instruments that are not quoted in an active market is determined using valuation techniques which maximise the use of

observable market price and rely as little as possible on entity-specific estimates.

Level 3: Unobservable inputs are used to measure fair value to the extent that relevant observable inputs are not available, thereby allowing for situations in

which there is little, if any, market activity for the asset or liability at the measurement date. Techniques that use inputs that have a significant effect on the

recorded fair value that are not based on observable market data.

The Company has assessed that cash and short-term deposits, trade receivables, other current assets, trade payables and other current liabilities’ carrying

amounts is a reasonable approximation of their fair value largely due to the short-term maturities of these instruments.

The Company enters into forward exchange contracts with financial institutions, where the fair value of such instruments is based on valuation techniques

including market observable inputs. The most frequently applied valuation techniques include forward pricing and swap models using net present value

calculations. The models used incorporate various inputs, including the credit quality of counterparties, foreign exchange spot and forward rates and interest

rate curves. The valuation is performed by banks or external valuation providers.

Interest income and expenses

Interest income and expenses are recognised in the statement of comprehensive income within ‘finance income’ and ‘finance cost’ as they are accrued, based

on the effective interest method.

Income tax expense

Income tax expense in the statement of comprehensive income for the year comprises current tax and changes in deferred tax. Income tax expense is

recognised in the statement of comprehensive income.

Current tax is the expected tax payable on the taxable income for the year and any adjustment to tax payable in respect of previous years. Uncertain tax

positions and potential tax exposures are analysed individually and the best estimate of the probable amount for liabilities to be paid (unpaid potential tax

exposure amounts, including penalties) and virtually certain amounts for assets to be received (disputed tax positions for which payment has already been

made) in each case are recognised within current tax or deferred tax as appropriate.

Deferred tax assets and liabilities are recognised for the future tax consequences attributable to differences between financial statements and their respective

tax bases, subject to the initial recognition exemption. The amount of deferred tax provided is based on the expected manner of utilizing or settlement of the

carrying amount of assets and liabilities, using tax rates enacted or substantially enacted at the balance sheet date.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. For a

deferred tax asset to be recognised based on future taxable profits, convincing evidence is required.

Subsidiaries

Subsidiaries are all entities controlled by Nel ASA. Control is achieved when the company is exposed, or has rights, to variable returns from its involvement

with the investee and has the ability to affect those returns through its power over the investee.

Shares in subsidiaries are presented according to the cost method. Shares in subsidiaries are reviewed for impairment whenever events or changes in

circumstances indicate that the carrying amount may exceed the fair value of the investment. Indications may be operating losses or adverse market

conditions. Fair value of the investment is estimated based on valuation model techniques. If it is considered probable that the fair value is below Nel’s carrying

value, the investment is impaired. The impairment is reversed if the impairment situation is no longer present.

Investment in associated companies and joint ventures

The company’s investments in its associates and joint ventures are accounted for using the equity method. An associate is an entity where the company has

significant influence. A joint venture is an entity where the company has joint control contractually together with one or several other parties.

Cash and cash equivalents

Cash includes cash in hand and at bank. Cash equivalents are short-term liquid investments that can be immediately converted into a known amount of cash

and have a maximum term to maturity of three months.

Events after the reporting period

New information on the company’s financial position at the end of the reporting period, which becomes known after the reporting period, is recorded in the

annual accounts. Events after the reporting period that do not affect the company’s financial position at the end of the reporting period, but which will affect

the company’s financial position in the future are disclosed, if significant.

Statement of cash flow

The cash flow statement is prepared using the indirect method.

Note 3 Revenue from contracts with customers

Revenues by geographic region based on customer location

2025

2024

Norway

49 229

58 549

United States

37 627

35 171

Denmark

9 345

South Korea

332

Total

86 856

103 396

All revenues in current year and prior year are internal revenue from management services. Revenues are recognised over time based on the cost-to-cost input

method. All cumulative costs are incurred plus recognised profit are invoiced at the end of the year, thus, there are no contract balances at year end. Both

contract assets and the billings are recognised as current assets within 'Receivables Group' in the statement of financial position and is an unconditional right

to payment.

Note 4 Personnel expenses

Salaries and personnel expenses

2025

2024

Salaries

53 104

55 349

Social security tax

9 011

11 432

Pension expense

5 296

6 162

Other payroll expenses

7 962

2 773

Total

75 372

75 715

1) Social security tax includes provisions for social security related to the share option program.

2) Included in this amount are expenses amounting to NOK 1.7 (1.3) million related to the share option program.

Remuneration and direct ownership of shares of the Chairperson and of the Board of Directors are disclosed in Nel Remuneration Report for 2025. The full

report can be found at www.nelhydrogen.com. Remuneration to CEO and Nel management are disclosed in the Nel Remuneration Report for 2025. The

company has a share option program for all employees. For information of the company's share option program refer to group accounts disclosure 2.5.

Average number of FTEs

2025

2024

Average number of FTEs

Pension

The company has a defined contribution pension plan for its employees that meet the requirements of the Pension Acts of Norway.

Note 5 Property Plant and Equipment

Property, plant and equipment comprise owned and leased assets. Leased assets are presented in accordance with IFRS 16 as “right-of-use assets” in the

notes.

Office machines and

other equipment

Technical installations

Right-of-use assets

TOTAL

Carrying amount as of 31.12.2025

494

3 512

4 014

Carrying amount as of 31.12.2024

874

7 053

7 949

Useful life

3 years

5 years

Depreciation plan

Straight-line

Note 6 Other operating expenses

Specification of other operating expenses:

2025

2024

Hardware and common cost office premises

1 524

1 426

Administrative costs

26 805

19 848

Professional fees

31 977

40 019

Travel expenses

2 664

3 987

Total

62 970

65 280

Auditor fees

Fees to the auditor

2025

2024

Statutory auditing services

2 155

3 264

Attestation services

113

Non-auditing services

192

Total

2 155

3 569

Amounts are exclusive VAT.

Note 7 Finance income and cost

2025

2024

Internal interest income

23 080

41 916

Internal guarantee premium

2 579

3 532

Interest income

99 851

130 948

Gain on sale of subsidiaries

23 372

Other

8 484

5 378

Finance income

133 993

205 145

2025

2024

Internal interest cost

-4 262

-5 758

Interest expense

-175

-166

Interest expense lease liabilities

-222

-371

Impairment shares in subsidiaries

-821 269

-876 031

Net foreign exchange gain (loss)

-12 536

6 435

Other

-278

-313

Finance cost

-838 741

-876 204

Net finance income (cost)

-704 748

-671 059

Gain on sale of subsidiaries stems from the companies Nel Hydrogen A/S, which was fully distributed as part of the spin-off of Cavendish Hydrogen ASA during

2024. Shares in subsidiary Proton Energy Systems Inc have been impaired, and impairment expense of NOK 821 million and NOK 876 million has been

recognized as finance cost in 2025 and 2024, respectively. The net foreign exchange gain(loss) is mainly the unrealised currency exchange effects related to

internal loans.

Note 8 Subsidiaries, associates and joint ventures

Company name

Ownership

Registered

office

Functional

currency

Total equity in

2025 (functional

currency

thousands)

Net income(loss)

2025 (functional

currency

thousands)

Carrying value

2025 (NOK

thousands)

Carrying value

2024 (NOK

thousands)

Nel Hydrogen Electrolyser AS

100%

Norway

NOK

1 224 215

-624 679

2 964 225

2 412 300

Proton Energy Systems Inc

100%

USA

USD

70 608

-26 906

744 000

1 310 000

Nel Fuel AS

100%

Norway

NOK

177 164

5 933

37 055

Total

3 745 280

3 759 355

The increase in book value of shares in subsidiaries is mainly capital increases from debt conversions. Refer note 12 for additional information of debt

conversions. In addition, there is an increase in book value from the established group share option program and group contributions. The company has

recognised impairment of shares in Proton Energy Systems Inc in 2025 of NOK 821 million. Accumulated impairment loss of shares in Proton Energy Systems

Inc is NOK 1 697 million.

Note 9 Income taxes

2025

2024

Income (loss) before tax

-743 663

-710 568

Permanent differences

818 999

854 266

Change in temporary differences

5 786

-159

Use of tax losses carried forward

-14 539

-143 540

The year's taxable income

66 583

Tax rate

22 %

Income (loss) before tax

-743 663

-710 568

Tax this year’s loss, estimated

-163 606

-156 325

Tax effect of:

Permanent differences

180 180

187 939

Prior years adjustment

-5 433

Change in not recognised deferred tax assets (tax liabilities)

-1 926

-26 181

Total income tax expense (income)

14 648

Income tax expense (income) comprises

Income tax payable

14 648

Change in deferred tax

Total income tax expense (income)

14 648

Specification of temporary differences:

Property, plant and equipment and goodwill

-572

-442

Leases

-293

-459

Provisions for liabilities

-16 277

-10 454

Tax losses carry forward

-14 539

Basis for deferred tax asset

-17 141

-25 894

Nominal tax rates for next year

22 %

Deferred tax asset / liability

-3 771

-5 697

Deferred tax asset not recognised in Statement of financial position

-3 771

-5 697

Deferred tax asset / liability in the Statement of financial position

Note 10 Specification of balance sheet items

Specification of other current assets:

2025

2024

Other short-term investments

2 260

Prepayments

3 812

3 863

Fair value of currency contracts

743

3 451

Other current receivables

22 400

-72

Total

26 955

9 502

Specification of non-current financial assets:

2025

2024

Other non-current investments (refer to note 11)

146 350

158 750

Total

146 350

158 750

Specification of other current liabilities:

2025

2024

Vacation allowance and other salary related accruals

13 487

14 491

VAT net payables

13 346

17 116

Fair value of currency contracts

128

9 236

Other current liabilities

3 200

627

Total

30 160

41 470

Note 11 Restricted cash

Nel’s subsidiaries occasionally enters contracts with customers with specific guarantee clauses that require Nel to purchase certain performance bonds or

advance payment guarantee products from financial institutions. The products are secured by cash collateral. In addition, Nel has some lease agreements

which require deposits in a restricted bank account throughout the lease term. Both cash collateral and deposits are assessed as investments (i.e. not cash

or cash equivalents) as the maturity exceeds 3 months. Long-term investments include the investments that exceed 12 months.

Performance and warranty bonds

NOK 81.4 million relates to outstanding irrevocable letters of credit used as assurance for bid and contract performance, these letters of credit mature

between 31 December 2025 and 31 January 2027. As of 31 December 2025, Nel’s subsidiaries customers have drawn NOK 0.0 million on the letters of credit.

Advance payment guarantee

Generally, in the contracts with customers, Nel receives advance payments. As of 31 December 2025, Nel has NOK 37.6 million as cash collateral for

irrevocable letters of credit issued for advance payment guarantees with financial institutions. As of 31 December 2025, Nel’s subsidiaries customers have

drawn NOK 0.0 million on the letters of credit.

Lease payments guarantee (deposits) and other collateral

Deposits for lease payments comprise security for lease payments throughout the lease terms for office premises. In addition, collateral for bank credit lines.

As of 31 December 2025, the Group has NOK 27.4 (27.4) million in such deposits.

Note 12 Transactions with related parties

Long-term interest-bearing receivables, group

2024

Loan issue

Debt conversion

Accrued interest

FX Translation effects

2025

Nel Hydrogen Electrolyser AS

85 171

421 350

-500 000

23 080

29 600

Proton Energy Systems Inc

267 879

-254 978

-12 899

Nel Hydrogen Electrolyser Germany GmbH

212

Nel Hydrogen Electrolyser Belgium BV

7 856

Total

93 027

689 441

-754 978

23 080

-12 899

37 670

In the course of ordinary business, intercompany financing is provided by Nel ASA to its subsidiaries. Long-term financing is an interest bearing and priced at

arm’s length terms using a risk-free rate in relevant currencies + 3%-point margin.

Long-term interest-bearing payables, group

2024

Repayment

Accrued interest

2025

Nel Fuel AS

176 119

-55 058

4 262

125 323

Total

176 119

-55 058

4 262

125 323

Financial guarantees

Long-term receivables

2025

2024

Nel Hydrogen Electrolyser AS

7 705

10 781

Proton Energy Systems Inc

270

326

Total

7 976

11 108

Long-term financial liability

2025

2024

Nel Hydrogen Electrolyser AS

7 693

10 781

Proton Energy Systems Inc

Total

7 693

10 825

Current assets

2025

2024

Nel Hydrogen Electrolyser AS

145 487

189 783

Proton Energy Systems Inc

45 785

43 317

Nel Fuel AS

8 408

5 813

Total

199 680

238 913

Current liabilities

2025

2024

Nel Hydrogen Electrolyser AS

88 970

10 566

Proton Energy Systems Inc

743

Nel Hydrogen Electrolyser Belgium BV

1 042

2 581

Total

90 756

13 146

Internal revenues

2025

2024

Nel Hydrogen Electrolyser AS

49 229

58 549

Proton Energy Systems Inc

37 627

33 694

Nel Hydrogen A/S

9 345

Nel Hydrogen Inc

332

Nel Korea Co. Ltd

1 477

Total

86 856

103 396

1) The companies Nel Hydrogen A/S, Nel Hydrogen Inc and Nel Korea Co.Ltd. was fully distributed as part of the spin-off of Cavendish Hydrogen ASA during 2024.

Current liabilities are mainly related to the fair value of hedging instruments offered to subsidiaries. See Note 16 for additional information.

All related party transactions have been carried out as part of the normal course of business and at arm’s length.

Nel ASA charged NOK 87 (103) million current year for corporate services provided to its subsidiaries. The management services are priced with the cost-plus

method applying a 5 % mark-up for low value services. The management fee has been allocated to the subsidiaries based on revenue, operating expenses,

capital expenditure and headcount as allocation keys.

Board of Directors

Remuneration to the Board of Directors is disclosed in note 7.4 in the consolidated financial statements.

Note 13 Cash and cash equivalents

2025

2024

Cash and cash equivalents

1 548 767

1 823 521

Restricted cash (witheld employee taxes)

6 991

Total

1 555 758

1 830 512

Cash and cash equivalents are 99% in the Norwegian Krone (NOK) at the end of 2025. NOK 1 122 million is placed in 30-days locked interest accounts in

several different banks.

Note 14 Share capital and shareholders

For information on shareholders as of 31 December 2025, shares hold by executive management and the board of directors please refer to Note 7.2 and 7.4,

respectively, in the consolidated financial statements. For information on top 20 shareholders in Nel ASA refer to note 5.1 in the consolidated financial

statements.

Note 15 Lease liabilities

Set out below are the carrying amounts of lease liabilities (included under other long-term debt and other current liabilities) and the movements during the

period:

2025

2024

1. January

7 512

10 851

Remeasurement

277

Accretion of interest

222

371

Lease payments

-4 022

-3 986

Balance as of 31.12.

3 805

7 512

2025

2024

Current

3 522

3 902

Non-current

283

3 610

Balance as of 31.12.

3 805

7 512

(Amounts in NOK thousands)

2025

2024

Balance as of 01.01.

7 512

10 851

Cash flows principal amount

-3 800

-3 615

Cash flows interests

-222

-371

Non-cash changes:

Additions and remeasurements

277

Accretion of interest expense

222

371

Balance as of 31.12.

3 805

7 512

Maturity analysis for lease liabilities (undiscounted cash flows)

2026

2027

Total

Lease liabilities (undiscounted cash flows)

3 585

295

3 880

Note 16 Financial risk and derivatives

Financial risks in Nel and the use of derivative instruments are described in note 6.1 to the consolidated financial statement.

Nel ASA offers currency derivatives to subsidiaries using such instruments for risk management. The derivatives are measured at fair value (level 2 in fair value

hierarchy), using valuation techniques which maximise the use of observable market price. The contracts with financial institutions are back-to-back with

subsidiaries, thus, the contract has no P&L impact on Nel ASA. At the end of current year, and last year, Nel is committed to the following outstanding forward

foreign exchange contracts with subsidiaries:

Forward foreign exchange contracts (Nel Group internal), notional amount:

2025

2024

Current assets

743

3 451

Current liabilities

-128

-9 236

Total

615

-5 785

The contracts represent the subsidiaries exposure in US dollars, Euro, Swedish Krone and British pounds. The contracts mature no later than 2025.

Note 17 Financial instruments

Financial instruments and fair values

2025:

Fair value - hedging

instruments

Total

Level 2

Total

ASSETS

Financial assets measured at fair value

Forward exchange contracts

743

SUM

743

LIABILITIES

Financial liabilities measured at fair value

Forward exchange contracts

-128

SUM

-128

2024:

Fair value - hedging

instruments

Total

Level 2

Total

ASSETS

Financial assets measured at fair value

Forward exchange contracts

3 451

SUM

3 451

LIABILITIES

Financial liabilities measured at fair value

Forward exchange contracts

-9 236

SUM

-9 236

Note 18 Guarantees

Nel provides guarantees arising in the ordinary course of business including stand-by letters of credit, performance bonds and various payment, financial

guarantees and parent company guarantees. All commercial guarantees are on behalf of subsidiaries.

Total financial guarantees recognised as financial liability are NOK 7.7 (10.8) million as of 31. December 2025. The financial liabilities will be amortised over

the lifetime of the guarantees, which is in the range of 1-7 years.

Oslo, 25 February 2026

The Board of Directors

Arvid Moss

Chair

(Electronically signed)

Beatriz Malo de Molina

Board member

(Electronically signed)

Charlotta Falvin

Board member

(Electronically signed)

Jens Bjørn Staff

Board member

(Electronically signed)

Hanne Blume

Board member

(Electronically signed)

Tom Røtjer

Board member

(Electronically signed)

Gyu Yeon Kang

Board member

(Electronically signed)

Håkon Volldal

CEO

(Electronically signed)

Alternative

Performance

Measures

Alternative Performance Measures

Nel discloses alternative performance measures (APMs) in addition to those normally required by IFRS. This is based on the group’s experience that APMs are

frequently used by analysts, investors and other parties as supplemental information.

The purpose of APMs is to provide an enhanced insight into the operations, financing and future prospect of the group. Management also uses these measures

internally to drive performance in terms of monitoring operating performance and long-term target setting. APMs are adjusted IFRS measures that are defined,

calculated and used in a consistent and transparent manner over the years and across the group where relevant.

Financial APMs should not be considered as a substitute for measures of performance in accordance with the IFRS.

Nel’s financial APMs

EBITDA: is defined as earnings before interest, tax, depreciation, amortisation and impairment. EBITDA corresponds to operating profit/(loss) plus

depreciation, amortisation and impairment.

EBITDA margin: is defined as EBITDA divided by revenue and income.

Equity ratio: is defined as total equity divided by total assets.

Order intake: is defined as firm purchase orders with agreed price, volume, timing, terms and conditions entered within a given period. The order intake

includes both contracts and change orders. For service contracts and contracts with uncertain transaction price, the order intake is based on estimated

revenue. The measure does not include potential change orders.

Order backlog: is order intake where revenue is yet to be recognised.

(Amounts in NOK million)

Alkaline

PEM

SUM

Planned delivery 2026

207

173

380

Delivery 2027 or later

119

688

807

Significant risk of delay or cancellation

115

132

Order backlog as of 31.12.2025

440

878

1319

Auditor’s report

Statsautoriserte revisorer

Ernst & Young AS

Stortorvet 7, 0155 Oslo

Postboks 1156 Sentrum, 0107 Oslo

Foretaksregisteret: NO 976 389 387 MVA

Tlf: +47 24 00 24 00

www.ey.no

Medlemmer av Den norske Revisorforening

A member firm of Ernst & Young Global Limited

To the General Meeting in Nel ASA

INDEPENDENT AUDITOR'S REPORT

Report on the audit of the financial statements

Opinion

We have audited the financial statements of Nel ASA (the Company), which comprise:

 The financial statements of the company, which comprise the statement of financial position as at

31 December 2025, statement of comprehensive income, statement of cash flows, statement of changes in

equity for the year then ended and notes to the financial statements, including a summary of significant

accounting policies, and

 The consolidated financial statements of the group, which comprise the statement of financial position as at

31 December 2025, statement of comprehensive income, statement of changes in equity and statement of

cash flows for the year then ended and notes to the financial statements, including material accounting

policy information.

In our opinion:

 the financial statements comply with applicable statutory requirements,

 the financial statements of the company give a true and fair view of the financial position of the company as

at 31 December 2025, and of its financial performance and its cash flows for the year then ended in

accordance with simplified application of International Accounting Standards according to the Norwegian

Accounting Act section 3-9, and

 the financial statements of the group give a true and fair view of the financial position of the group as at

31 December 2025, and its financial performance and cash flows for the year then ended in accordance with

IFRS Accounting Standards as adopted by the EU.

Our opinion is consistent with our additional report to the audit committee.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under

those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section

of our report. We are independent of the Company and the Group in accordance with the requirements of the

relevant laws and regulations in Norway and the International Ethics Standards Board for Accountants’ International

Code of Ethics for Professional Accountants (including International Independence Standards) (the IESBA Code) as

applicable to audits of financial statements of public interest entities, and we have fulfilled our other ethical

responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is

sufficient and appropriate to provide a basis for our opinion.

To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit Regulation

(537/2014) Article 5.1 have been provided.

We have been the auditor of the Company since 2000, and in the period following the initial public offering of the

Company in 2004.

Independent auditor's report - Nel ASA 2025

A member firm of Ernst & Young Global Limited

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the

financial statements for 2025. These matters were addressed in the context of our audit of the financial statements as

a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Revenue from sale of customised equipment and projects

Basis for the key audit matter

The Group derives a significant part of its revenues

from sale of customised equipment and projects. Such

projects involve revenue recognition over time based on

measuring the progress towards complete satisfaction

of the performance obligation. The assessment of

measuring progress requires subjectivity and

professional judgement and is therefore subject to

uncertainty and potential misstatements.

The main risks include management’s use of estimates

and judgments in relation to measuring progress,

including determining the contract’s total revenues,

expected costs to complete and estimated project

margin. We consider this a key audit matter because of

the significant amounts and the management

judgement applied in the estimates.

Our audit response

We assessed the application of accounting principles

and procedures for monitoring the customised

equipment and project sales. We discussed the status

of contracts with management, finance and technical

staff and reconciled estimated revenues and cost to

budgets. For new contracts we tested the estimated

revenue against agreements. We have also

recalculated the measurement of progress and

performed test of details e.g., vouching to invoices and

hours incurred on the projects.

We refer to the Group’s disclosures included in notes

1.5 and 2.1 in the consolidated financial statements.

Assessment of impairment

Basis for the key audit matter

As of 31 December 2025, the carrying amount of

goodwill amounted to NOK 61 million, while property,

plant, and equipment amounted to NOK 1 190 million.

These figures represent approximately 1% and 24% of

the total assets, respectively.

The Group conducted impairment testing of goodwill

and cash-generating units (CGUs) with indicators of

impairment to determine their recoverable amounts.

Based on this assessment, impairment charges of

NOK 311 million for goodwill and NOK 128 million for

other intangible assets were recognized in the PEM

CGU. In addition, an impairment charge of NOK 361

million was recorded for property, plant and equipment

in the Alkaline CGU.

Estimating recoverable amounts involve significant

estimation uncertainties and management's

judgments, which includes projections of future sales,

EBITDA margins, growth rates, capital expenditures

and discount rates. Management's assessment of

impairment was identified as a key audit matter due to

the significant estimates and judgments involved and

the uncertainties associated with these estimates.

Our audit response

For each cash generating unit, we evaluated the

assumptions based on the development in the market

and compared the cash-flow projections in the

impairment calculation to board approved budgets. We

considered the accuracy of management’s prior year

estimates and evaluated the level of consistency

applied in the valuation methodology from previous

years. Furthermore, we compared the risk premiums in

the weighted average cost of capital with external data

and considered management’s adjustments for

company specific factors. We also tested the

mathematical accuracy of the valuation model and

performed sensitivity analysis of the assumptions

used. We assessed the Group's disclosures included

in notes 1.5, 3.1 and 3.2 in the consolidated financial

statements about those assumptions to which the

outcome of the impairment test is most sensitive.

Independent auditor's report - Nel ASA 2025

A member firm of Ernst & Young Global Limited

Valuation of inventories – Alkaline segment

Basis for the key audit matter

As of 31 December 2025, the Group’s inventories

amounted to NOK 918.8 million, of which NOK 644

million related to Alkaline inventories, primarily finished

goods and related stack components.

The inventories have been held for a longer period

than under Nel’s normal produce to order model, and

the assessment of valuation requires significant

judgement in estimating net realizable value (NRV),

including assumptions regarding achievable selling

prices, the expected timing of sales and cash

collection, and the discount rate applied when

considering the time value of money, all of which

materially impact whether NRV exceeds cost. The

assessment is further subject to heightened

uncertainty given the ongoing technological transition

towards next generation pressurized alkaline solutions.

The valuation of Alkaline inventories was considered to

be a key audit matter due to the size and age of the

inventory and the significant judgement involved in the

valuation of the inventory.

Our audit response

We evaluated management’s NRV assessment by

obtaining an understanding and testing the

methodology used to compare inventory carrying

values to expected recoverable amounts, including the

incorporation of discounting where the expected sales

horizon was extended. We corroborated the existence

of a market and assessed the reasonableness of

selling price assumptions by inspecting evidence of

current tender activity and supporting Request for

Proposals. We further compared relevant pricing

indicators to inventory cost, supplemented by internal

commercial documentation where relevant and we

considered historical and aftersales pricing achieved.

We tested calculations for clerical accuracy, including

discounting and sensitivity analyses, and assessed

how reasonably possible changes in key assumptions

(price, timing and discount rate) could affect the

valuation. Finally, we assessed the Group's

disclosures included in notes 1.5 and 4.1 in the

consolidated financial statements about those

assumptions to which the outcome of the NRV

calculation is most sensitive.

Other information

The Board of Directors and the CEO (management) are responsible for the information in the Board of Directors’

report and the other information presented with the financial statements. The other information comprises the letter

from the CEO, Report from the Board of Directors, Nel ASA ESG Report 2025 and the Board of Director's report in

relation to the Norwegian code of practice for corporate governance. Our opinion on the financial statements does not

cover the information in the Board of Directors’ report and the other information presented with the financial

statements.

In connection with our audit of the financial statements, our responsibility is to read the information in the Board of

Directors’ report and for the other information presented with the financial statements. The purpose is to consider if

there is material inconsistency between the information in the Board of Directors’ report and the other information

presented with the financial statements and the financial statements or our knowledge obtained in the audit, or

otherwise the information in the Board of Directors’ report and for the other information presented with the financial

statements otherwise appears to be materially misstated. We are required to report if there is a material misstatement

in the Board of Directors’ report and the other information presented with the financial statements. We have nothing

to report in this regard.

Based on our knowledge obtained in the audit, it is our opinion that the Board of Directors’ report

 is consistent with the financial statements and

 contains the information required by applicable statutory requirements.

Our statement on the Board of Directors’ report applies correspondingly for the statement on Corporate Governance.

Responsibilities of management for the financial statements

Management is responsible for the preparation of financial statements of the Company that give a true and fair view

in accordance with simplified application of International Accounting Standards according to the Norwegian

Accounting Act section 3-9, and for the preparation of the consolidated financial statements of the Group that give a

true and fair view in accordance with IFRS Accounting Standards as adopted by the EU. Management is responsible

Independent auditor's report - Nel ASA 2025

A member firm of Ernst & Young Global Limited

for such internal control as management determines is necessary to enable the preparation of financial statements

that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s and the Group’s

ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going

concern basis of accounting unless management either intends to liquidate the Company or the Group, or to cease

operations, or has no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from

material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance

with ISAs will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could

reasonably be expected to influence the economic decisions of users taken on the basis of these financial

statements.

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism

throughout the audit. We also:

 Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or

error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is

sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material

misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion,

forgery, intentional omissions, misrepresentations, or the override of internal control.

 Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are

appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of

the Company’s and the Group’s internal control.

 Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates

and related disclosures made by management.

 Conclude on the appropriateness of management’s use of the going concern basis of accounting and,

based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions

that may cast significant doubt on the Company’s and the Group’s ability to continue as a going concern. If

we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the

related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion.

Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However,

future events or conditions may cause the Company and the Group to cease to continue as a going

concern.

 Evaluate the overall presentation, structure and content of the financial statements, including the

disclosures, and whether the financial statements represent the underlying transactions and events in a

manner that achieves fair presentation.

 Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business

activities within the Group to express an opinion on the consolidated financial statements. We are

responsible for the direction, supervision and performance of the group audit. We remain solely responsible

for our audit opinion.

We communicate with the board of directors regarding, among other matters, the planned scope and timing of the

audit and significant audit findings, including any significant deficiencies in internal control that we identify during our

audit.

We also provide the audit committee with a statement that we have complied with relevant ethical requirements

regarding independence, and to communicate with them all relationships and other matters that may reasonably be

thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the board of directors, we determine those matters that were of most

significance in the audit of the financial statements of the current period and are therefore the key audit matters. We

describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or

when, in extremely rare circumstances, we determine that a matter should not be communicated in our report

Independent auditor's report - Nel ASA 2025

A member firm of Ernst & Young Global Limited

because the adverse consequences of doing so would reasonably be expected to outweigh the public interest

benefits of such communication.

Report on other legal and regulatory requirement

Report on compliance with regulation on European Single Electronic Format (ESEF)

Opinion

As part of the audit of the financial statements of Nel ASA we have performed an assurance engagement to obtain

reasonable assurance about whether the financial statements included in the annual report, with the file name

NELASA-2025-12-31-1-en.zip, have been prepared, in all material respects, in compliance with the requirements of

the Commission Delegated Regulation (EU) 2019/815 on the European Single Electronic Format (the ESEF

Regulation) and regulation pursuant to Section 5-5 of the Norwegian Securities Trading Act, which includes

requirements related to the preparation of the annual report in XHTML format and iXBRL tagging of the consolidated

financial statements.

In our opinion, the financial statements, included in the annual report, have been prepared, in all material respects, in

compliance with the ESEF Regulation.

Management’s responsibilities

Management is responsible for the preparation of the annual report in compliance with the ESEF Regulation. This

responsibility comprises an adequate process and such internal control as management determines is necessary.

Auditor’s responsibilities

Our responsibility, based on audit evidence obtained, is to express an opinion on whether, in all material respects,

the financial statements included in the annual report have been prepared in accordance with the ESEF Regulation.

We conduct our work in accordance with the International Standard for Assurance Engagements (ISAE) 3000 –

“Assurance engagements other than audits or reviews of historical financial information”. The standard requires us to

plan and perform procedures to obtain reasonable assurance about whether the financial statements included in the

annual report have been prepared in accordance with the ESEF Regulation.

As part of our work, we perform procedures to obtain an understanding of the company’s processes for preparing the

financial statements in accordance with the ESEF Regulation. We test whether the financial statements are

presented in XHTML-format. We evaluate the completeness and accuracy of the iXBRL tagging of the consolidated

financial statements and assess management’s use of judgement. Our procedures include reconciliation of the iXBRL

tagged data with the audited financial statements in human-readable format. We believe that the evidence we have

obtained is sufficient and appropriate to provide a basis for our opinion.

Oslo, 26 February 2026

ERNST & YOUNG AS

The auditor's report is signed electronically

Asbjørn Ler

State Authorised Public Accountant (Norway)

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