XXL ASA - Notification of transactions by closely associated persons

09 Mar 2023 15:00 CET

TRS arrangement
Altor Invest 5 AS and Altor Invest 6 AS, both close associates of primary
insider and board member in XXL ASA (the "Company"), Tom Jovik, has today
entered into total return swap agreements (the "TRS Agreements", and each a "TRS
Agreements") with a financial institution, providing a financial exposure to
15,068,382 and 15,068,382 underlying shares in the Company, respectively. The
swap price under the TRS Agreements is NOK 3.22 per share. Subject to Altor
Invest 5 AS' and Altor Invest 6 AS' option to terminate the TRS agreements at
any time, the maturity date of the TRS Agreements is 21 April 2023. Upon
maturity or termination of the TRS Agreements, Altor Invest 5 AS and Altor
Invest 6 AS will receive or pay a cash settlement (as applicable).

As part of the TRS arrangement, each of Altor Invest 5 AS and Altor Invest 6 AS
has today sold 15,068,382 and 15,068,382 shares in the Company (the "TRS
Shares"), respectively.

As a result of entering into the TRS Agreements, the financial exposure in the
Company's shares for Altor Invest 5 AS and Altor Invest 6 AS will remain
unchanged until maturity or termination of the TRS Agreements, regardless of the
sale of TRS Shares.

The TRS arrangement is entered into in order to comply with Austrian competition
law. While the TRS arrangement includes no option nor obligation for Altor
Invest 5 AS and Altor Invest 6 AS to re-acquire the shares sold, Altor Invest 5
AS and Altor Invest 6 AS plan to acquire the same number of shares in the market
or over the counter subject to prior clearance under the Austrian merger filing
requirements, expected during April, bringing its consolidated holding of shares
in the Company to approximately 32.8% following such acquisition and the
allocation of shares in the Private Placement referred to below.

Following today's sales and the transactions pursuant to the TRS Agreements,
Altor Invest 5 AS will reduce its holding of shares from 30,059,481 (10.4% of
today's share capital) to 14,991,099 (5.2% of today's share capital) and retain
an exposure to 15,068,382 underlying shares (5.2% of today's share capital)
under the TRS Agreement, while Altor Invest 6 AS will reduce its holding of
shares from 30,059,483 (10.4% of today's share capital) to 14,991,101 (5.2% of
today's share capital) shares and retain an exposure to 15,068,382 shares (5.2%
of today's share capital) under its TRS Agreement.

The aggregate holding of shares and financial exposure of Altor Invest 5 AS
equals 10.4% of the shares and votes in the Company, while the aggregate holding
of the shares and financial exposure of Altor Invest 6 AS equals 10.4% of the
shares and votes in the Company, resulting in a consolidated exposure equal to
approximately 20.7% of the shares and votes in the Company.

See further details on today's transactions under the TRS Agreements and sales
in the attached notifications.


Private Placement
Reference is further made to the stock exchange announcement made by the Company
on 22 December 2022 regarding the successful placement of 135,135,135 new shares
(the "Offer Shares") in the Company with gross proceeds of approximately NOK
500,000,000 (the "Private Placement"), consisting of a tranche of 37,503,142
shares issued on 19 January 2023, and a second tranche of 97,631,993 shares to
be issued on or about 13 March 2023 in which a total of 33,435,995 and
33,435,996 Offer Shares were allocated to Altor Invest 5 AS and Altor Invest 6
AS, respectively.

Completion of the second tranche of the Private Placement by delivery of Offer
Shares to, inter alia, Altor Invest 5 AS and Altor Invest 6 AS is subject to
registration of the share capital increase pertaining to the issuance of the
Offer Shares in the second tranche of the Private Placement in the Norwegian
Register of Business Enterprises and the registration of those Offer Shares in
the Norwegian Central Securities Depository, scheduled to occur on or about 13
March 2023.

Following the registrations in the Norwegian Register of Business Enterprises
and the Norwegian Central Securities Depository on or about 13 March 2023, Altor
Invest 5 AS will increase its holding of shares from 14,991,099 (3.9% of the new
share capital) to 48,427,094 (12.5% of the new share capital) and retain an
exposure to 15,068,382 underlying shares (3.9% of the new share capital) under
its TRS Agreement, while Altor Invest 6 AS will increase its holding of shares
from 14,991,101 (3.9% of the new share capital) to 48,427,097 (12.5% of the new
share capital) and retain an exposure to 15,068,382 underlying shares (3.9% of
the new share capital) under its respective TRS Agreement.

Upon issuance of the Offer Shares in the second tranche of the Private
Placement, the aggregate holding of shares and financial exposure of Altor
Invest 5 AS will equal 16.4% of the shares and votes in the Company, while the
aggregate holding of the shares and financial exposure of Altor Invest 6 AS will
equal 16.4% of the shares and votes in the Company, resulting in a consolidated
exposure equal to approximately 32.8% of the shares and votes in the Company.

Contact persons, XXL ASA:
Investor Relations
Tolle Grøterud
Tel: +47 902 72 959
ir@xxlasa.com

This information is subject to disclosure requirements set out in Article 19 of
the EU Market Abuse Regulation and sections 4-2 and 5-12 of the Norwegian
Securities Trading Act.

More information:
Access the news on Oslo Bors NewsWeb site

584786_Appendix_TRS.pdf