XXL ASA – Key information related to the potential subsequent offering

22 Dec 2022 00:19 CET

NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR
ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES
DESCRIBED HEREIN.

XXL ASA – Key information related to the potential subsequent offering

Oslo, 22 December 2022: Reference is made to the stock exchange announcement
made by XXL ASA (the "Company") on 22 December 2022 regarding the successful
completion of a private placement of 135,135,135 new shares in the Company with
gross proceeds of approximately NOK 500,000,000 (the "Private Placement") and a
potential subsequent share offering (the "Subsequent Offering").

The Company has, subject to completion of the Private Placement, and certain
other conditions, resolved to carry out a Subsequent Offering of up to
27,027,027 new shares. The subscription price in the Subsequent Offering will be
NOK 3.70 ("Subscription Price") which equals to the price in the Private
Placement. The Subsequent Offering will, subject to applicable securities laws,
be directed towards eligible shareholders in the Company as of close of trading
on 21 December 2022 (as registered in the VPS on 23 December 2022) (the "Record
Date"), who were not allocated shares in the Private Placement, and who are not
resident in a jurisdiction where such offering would be unlawful, or would (in
jurisdictions other than Norway) require any prospectus filing, registration or
similar action (“Eligible Shareholders”).

The Eligible Shareholders will receive non-tradeable subscription rights based
on their registered shareholdings as of the Record Date. Oversubscription will
be allowed. Subscription without subscription rights will not be allowed.

Completion of the Subsequent Offering will, inter alia, be conditional upon (i)
completion of the Private Placement, (ii) a resolution of the extraordinary
general meeting, expected to be held on or about 17 January 2023, resolving the
share capital increases pertaining to the issuance of the new shares in the
Private Placement and authorizing the Board to resolve the Subsequent Offering,
(iii) the trading price of the Company's shares exceeding the subscription
price, and (iv) approval and publication of a prospectus (the "Prospectus")
regarding, inter alia, the Subsequent Offering. The subscription period for the
Subsequent Offering (if made) is expected to commence in March 2023, subject to
e.g. approval and publication of the Prospectus.

In accordance with the continuing obligations of companies listed on the Oslo
Stock Exchange, the following key information is given with respect to the
Subsequent Offering:

-Date on which the terms and conditions of the repair issue were announced: 21
December 2022

-Last day including right: 21 December 2022

-Ex-date: 22 December 2022

-Record date: 23 December 2022

-Date of EGM approval: 17 January 2023

-Maximum number of new shares: 27,027,027 new shares

-Subscription price: NOK 3.70



For further queries, please contact:
Investor Relations:
Tolle. O. R. Grøterud
Tel: +47 90 27 29 59
E-mail: ir@xxlasa.com

Press contact:
Andreas Nyheim
Tel: +47 952 11 779
E-mail: presse@xxl.no

About XXL ASA:
XXL is a leading sports retailer with stores and e-commerce in Norway, Sweden,
Finland, Denmark and Austria. It is the largest among the major sports retailers
in the Nordics. XXL pursues a broad customer appeal, offering a one stop shop
experience with a wide range of products for sports, hunting, skiing, biking and
other outdoor activities. XXL’s concept is to have the largest stores with the
best prices and the widest assortment of products, focusing on branded goods.

This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.

IMPORTANT NOTICE:
These materials do not constitute or form a part of any offer of securities for
sale or a solicitation of an offer to purchase securities of the Company in the
United States or any other jurisdiction. The securities of the Company may not
be offered or sold in the United States absent registration or an exemption from
registration under the U.S. Securities Act of 1933, as amended (the "U.S.
Securities Act"). The securities of the Company have not been, and will not be,
registered under the U.S. Securities Act. Any sale in the United States of the
securities mentioned in this communication will be made solely to "qualified
institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No
public offering of the securities will be made in the United States.

In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
EU Prospectus Regulation, i.e., only to investors who can receive the offer
without an approved prospectus in such EEA Member State. The expression "EU
Prospectus Regulation" means Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 (together with any applicable
implementing measures in any Member State).

In the United Kingdom, this communication is only addressed to and is only
directed at Qualified Investors who (i) are investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling
within Article 49(2)(a) to (d) of the Order (high net worth companies,
unincorporated associations, etc.) (all such persons together being referred to
as "Relevant Persons"). These materials are directed only at Relevant Persons
and must not be acted on or relied on by persons who are not Relevant Persons.
Any investment or investment activity to which this announcement relates is
available only to Relevant Persons and will be engaged in only with Relevant
Persons. Persons distributing this communication must satisfy themselves that it
is lawful to do so.

Solely for the purposes of the product governance requirements contained within:
(a) EU Directive 2014/65/EU on markets in financial instruments, as amended
(“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing MiFID II; and (c) local implementing measures (together,
the “MiFID II Product Governance Requirements”), and disclaiming all and any
liability, which any “manufacturer” (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto, the Company’s
shares in have been subject to a product approval process, which has determined
that they each are: (i) compatible with an end target market of retail investors
and investors who meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II (the “Positive Target Market”); and
(ii) eligible for distribution through all distribution channels as are
permitted by MiFID II. Distributors should note that: the price of the Company’s
shares may decline and investors could lose all or part of their investment; the
Company’s shares offer no guaranteed income and no capital protection; and an
investment in the shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. Conversely, an investment in
the Company’s shares is not compatible with investors looking for full capital
protection or full repayment of the amount invested or having no risk tolerance,
or investors requiring a fully guaranteed income or fully predictable return
profile (the “Negative Target Market” and, together with the Positive Target
Market, the “Target Market Assessment”).

The Target Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation to the
Transaction. For the avoidance of doubt, the Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the purposes
of MiFID II; or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect to the
Company's shares. Each distributor is responsible for undertaking its own Target
Market Assessment in respect of the Company's shares and determining appropriate
distribution channels.

Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "anticipate", "believe",
"continue", "estimate", "expect", "intends", "may", "should", "will" and similar
expressions. The forward-looking statements in this release are based upon
various assumptions, many of which are based, in turn, upon further assumptions.
Although the Company believes that these assumptions were reasonable when made,
these assumptions are inherently subject to significant known and unknown risks,
uncertainties, contingencies and other important factors which are difficult or
impossible to predict and are beyond its control. Such risks, uncertainties,
contingencies and other important factors could cause actual events to differ
materially from the expectations expressed or implied in this release by such
forward-looking statements. The information, opinions and forward-looking
statements contained in this announcement speak only as at its date, and are
subject to change without notice.

This announcement is made by and, and is the responsibility of, the Company. The
Managers are acting exclusively for the Company and no one else and will not be
responsible to anyone other than the Company for providing the protections
afforded to their respective clients, or for advice in relation to the contents
of this announcement or any of the matters referred to herein.

Neither the Managers nor any of their respective affiliates makes any
representation as to the accuracy or completeness of this announcement and none
of them accepts any responsibility for the contents of this announcement or any
matters referred to herein.

This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities of the Company. Neither the
Managers nor any of their respective affiliates accepts any liability arising
from the use of this announcement.

The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions.

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