XXL ASA – Key information relating to the rights issue

06 Nov 2024 20:56 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 SECURITITES
DESCRIBED HEREIN.

Reference is made to the stock announcement published by XXL ASA ("XXL" or the
"Company") earlier today, on 6 November 2024, regarding a contemplated fully
underwritten rights issue in the Company raising gross proceeds of approx. NOK
600,000,000 (the "Rights Issue"). Key information relating to the Rights Issue
is set out below.

Date on which the terms and conditions of the preferential rights issue were
announced: 6 November 2024

Last day including rights: Expected to be on or about 13 January 2025

Ex-date: Expected to be on or about 14 January 2025

Record Date: Expected to be on or about 15 January 2025

Date of approval: 28 November 2024

Maximum number of new shares: To be announced when the subscription price has
been determined.

Subscription price: The subscription price, the final number of new shares and
the exact amount of the share capital increase will be determined by Company,
the Global Coordinators (as defined below) and certain existing shareholders
among the underwriters no later than the third trading day on the Oslo Stock
Exchange preceding the Record Date (the "Pricing Date"). The subscription price
shall be set equal to the theoretical share price exclusive of the subscription
rights (TERP), calculated on the basis of the volume weighted average price
(VWAP) quoted for the shares in the Company the last three trading days prior to
the Pricing Date, less a discount of approx. 40%, however such that the
subscription rights for the new shares shall not be higher than NOK 8. The final
subscription price will be announced when determined.

Ratio preferential rights: To be announced when the final number of shares is
determined.

Subscription ratio: To be announced when the final number of new shares is
determined.

Global Coordinators: Carnegie AS, DNB Markets, a part of DNB Bank ASA and Nordea
Bank Abp, filial i Norge.

Will the rights be listed: Yes, the Company will apply for listing of the
subscription rights on the Oslo Stock Exchange.

ISIN for the preferential rights: To be announced when clarified.

Other information: Reference is made to the stock exchange announcement
published by the Company earlier today, on 6 November 2024, for further
information regarding the Rights Issue. The Rights Issue is subject to (i) the
extraordinary general meeting on 28 November 2024 adopting the resolutions
proposed by the board of directors and (ii) publication of a prospectus for
offering and listing of the new shares as approved by the Norwegian Financial
Supervisory Authority.

For further information, please contact:

Investor Relations:
Tolle Grøterud
Email: ir@xxlasa.com
Phone: +47 902 72 959

Press contact:
Jan Christian Thommesen
Phone: +47 918 21 387
Email: presse@xxl.no

About XXL ASA:
XXL is a leading sports retailer with stores and e-commerce in Norway, Sweden
and Finland. 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 is the responsibility of, the Company.
Carnegie AS, DNB Markets, a part of DNB Bank ASA, and Nordea Bank Abp, filial i
Norge (together, the "Global Coordinators") 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 Global Coordinators nor any of their 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 Global
Coordinators nor any of their 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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