XXL ASA - Resolution to increase the share capital in connection with the subsequent offering

02 Mar 2023 16:59 CET

NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES, 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.

Oslo, 2 March 2023: Reference is made to the stock exchange announcement made by
XXL ASA (the "Company" or "XXL") on 22 December 2022 regarding the successful
placing of a private placement in the Company raising gross proceeds of NOK
500,000,000 (the "Private Placement") and a potential subsequent offering of up
to 27,027,027 new shares (the "Subsequent Offering"), as well as the stock
exchange announcement made on 17 January 2023 where the Company announced that
the general meeting had, inter alia, resolved to grant the board of directors
an authorization to increase the Company's share capital by up to NOK
10,810,810.80, by the issuance of up to 27,027,027 new shares in connection with
the Subsequent Offering.

In accordance with the authorization granted by the extraordinary general
meeting 17 January 2023, the board of directors has today resolved to carry out
the Subsequent Offering and to increase the share capital by a minimum of NOK
0.40 and a maximum of NOK 10,810,810.80, through the issuance of a minimum of 1
new share and a maximum of 27,027,027 new shares, each with a nominal value of
NOK 0.40 and with a subscription price of NOK 3.70.

The resolution is conditional on the Norwegian Financial Supervisory Authority's
("NFSA") approval of a prospectus prepared for (i) the listing of 97,631,993
shares in the second tranche of the Private Placement on the Oslo Stock
Exchange, and (ii) offering of new shares to eligible shareholders in the
Subsequent Offering (including the listing of such new shares on the Oslo Stock
Exchange) (the "Prospectus"). It is expected that the Prospectus will be
approved by the NFSA on or about 6 March 2023, and that the subscription period
in the Subsequent Offering will commence at 09:00 hours (CET) on 7 March 2023
and end at 16:30 hours (CET) on 20 March 2023.

Shareholders of the Company as of 21 December 2022, as registered as such in the
Company's shareholders register in Euronext Securities Oslo, the Norwegian
Central Securities Depository (the "CSD") on 23 December 2022 (the "Record
Date") who (i) were not allocated shares in the Private Placement and (ii) are
not resident in a jurisdiction where such offering would be unlawful, or for
jurisdictions other than Norway, that would require any approval, filing,
registration or similar action of a registration document or prospectus (such
eligible shareholders jointly the "Eligible Shareholders") will be granted one
(1) non-transferable subscription right ("Subscription Right") for every 2.64721
existing shares registered as held by such Eligible Shareholder in the CSD as at
the Record Date, rounded down to the nearest whole Subscription Right. Each
Subscription Right gives, subject to applicable law, the right to subscribe for,
and be allocated, one (1) new share in the Subsequent Offering at the
subscription price. Over-subscription will be permitted. Subscription without
subscription rights will not be permitted.

Allocation of the new shares in the Subsequent Offering is expected to take
place on or about 21 March 2023, and the new shares are expected to be delivered
on or about 31 March 2023. Further information regarding the Subsequent Offering
is set out in the Prospectus.

DNB Markets, a part of DNB Bank ASSA and Nordea Bank Abp, filial i Norge are
acting as managers in the Subsequent Offering. Advokatfirmaet Thommessen AS is
acting as legal advisor to XXL in relation to the Subsequent Offering.

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 INFORMATION
The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this announcement or its accuracy,
fairness or completeness. None of DNB Markets, a part of DNB Bank ASA or Nordea
Bank Abp, filial i Norge (collectively, the "Managers") or any of their
respective affiliates or any of their respective directors, officers, employees,
advisors or agents accepts any responsibility or liability whatsoever for, or
makes any representation or warranty, express or implied, as to the truth,
accuracy or completeness of the information in this announcement (or whether any
information has been omitted from the announcement) or any other information
relating to the Company, its subsidiaries or associated companies, whether
written, oral or in a visual or electronic form, and howsoever transmitted or
made available, or for any loss howsoever arising from any use of this
announcement or its contents or otherwise arising in connection therewith. This
announcement has been prepared by and is the sole responsibility of the Company.

Neither this announcement nor the information contained herein is for
publication, distribution or release, in whole or in part, directly or
indirectly, in or into or from the United States (including its territories and
possessions, any State of the United States and the District of Columbia),
Australia, Canada, Japan, Hong Kong, South Africa or any other jurisdiction
where to do so would constitute a violation of the relevant laws of such
jurisdiction. The publication, distribution or release of this announcement may
be restricted by law in certain jurisdictions and persons into whose possession
any document or other information referred to herein should inform themselves
about and observe any such restriction. Any failure to comply with these
restrictions may constitute a violation of the securities laws of any such
jurisdiction.

This announcement is not an offer for sale of securities in the United States.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act, and may not be offered or sold in the
United States absent registration with the U.S. Securities and Exchange
Commission or an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and in accordance with
applicable U.S. state securities laws. The Company does not intend to register
any securities referred to herein in the United States or to conduct a public
offering of securities in the United States.

Any offering of the securities referred to in this announcement will be made by
means of a set of subscription materials provided to potential investors.
Investors should not subscribe for any securities referred to in this
announcement except on the basis of information contained in the aforementioned
subscription material.
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).

This communication is only being distributed to and is only directed at persons
in the United Kingdom that are "qualified investors" within the meaning of the
EU Prospectus Regulation as it forms part of English law by virtue of the
European Union (Withdrawal) Act 2018 and that are (i) 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) high net
worth entities, and other persons to whom this announcement may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order (all such
persons together being referred to as "relevant persons"). This communication
must not be acted on or relied on by persons who are not relevant persons. Any
investment or investment activity to which this communication relates is
available only to relevant persons and will be engaged in only with relevant
persons. Persons distributing this communication must satisfy themselves that it
is lawful to do so.

This announcement is made by, and is the responsibility of, the Company. The
Managers and their respective affiliates are acting exclusively for the Company
and no-one else in connection with the Subsequent Offering. They will not regard
any other person as their respective clients in relation to the Subsequent
Offering and will not be responsible to anyone other than the Company, for
providing the protections afforded to their respective clients, nor for
providing advice in relation to the Subsequent Offering, the contents of this
announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Subsequent Offering, the Managers and any of their
respective affiliates, acting as investors for their own accounts, may subscribe
for or purchase shares and in that capacity may retain, purchase, sell, offer to
sell or otherwise deal for their own accounts in such shares and other
securities of the Company or related investments in connection with the
Subsequent Offering or otherwise. Accordingly, references in any subscription
materials to the shares being issued, offered, subscribed, acquired, placed or
otherwise dealt in should be read as including any issue or offer to, or
subscription, acquisition, placing or dealing by, such Managers and any of their
respective affiliates acting as investors for their own accounts. The Managers
do not intend to disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory obligations to do so.

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 "believe", "aim", "expect",
"anticipate", "intend", "estimate", "will", "may", "continue", "should" 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. Forward-looking
statements speak only as of the date they are made and cannot be relied upon as
a guide to future performance. The Company, each of the Managers and their
respective affiliates expressly disclaims any obligation or undertaking to
update, review or revise any forward-looking statement contained in this
announcement whether as a result of new information, future developments or
otherwise. The information, opinions and forward-looking statements contained in
this announcement speak only as at its date and are subject to change without
notice.

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