XXL ASA – Notice of extraordinary general meeting in connection with the rights issue

07 Nov 2024 12:49 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.

Oslo, 7 November 2024: Reference is made to the stock exchange announcement made
by XXL ASA ("XXL" or the "Company") on 6 November 2024 regarding the fully
underwritten rights issue of approximately NOK 600,000,000 (the "Rights Issue").


The Company hereby calls for an extraordinary general meeting to be held on
Thursday 28 November 2024 at 10:00 hours (CET) to resolve on (i) a share capital
reduction by reduction of the nominal value of the shares from NOK 40 to NOK
0.1, (ii) the Rights Issue, (iii) providing the board of directors with an
authorization to issue new shares as settlement of fees to the bridge loan
guarantors and the underwriters of the Rights Issue, (iv) providing the board of
directors with an authorization to resolve distribution of dividend-in-kind, (v)
providing the board of directors with a new general authorization to issue new
shares, and (vi) providing the board of directors with an authorization to issue
new shares in connection with share incentive programs. The proposed resolutions
referred to in (i)-(iii) are subject to each other and it is proposed that the
general meeting carries out a joint vote for these agenda items. The resolution
referred to in (iv) above will only be voted on if the resolutions referred to
in (i)-(iii) are not adopted by the general meeting.

The extraordinary general meeting will be held electronically through Lumi AGM.

The notice and agenda of the extraordinary general meeting is attached to this
stock exchange announcement, and will also be made available on the Company's
website www.xxlasa.com/general-meetings.

Please note that only those who are shareholders in the Company five business
days prior to the general meeting, i.e. on 21 November 2024, are entitled to
attend and vote at the general meeting, cf. Section 5-2 (1) of the Norwegian
Public Limited Liability Companies Act. A shareholder who wish to attend and
vote at the general meeting must be registered in the shareholder register (VPS)
at the record date for the general meeting or have reported and documented an
acquisition as per the record date for the general meeting. Shares that are
acquired after the record date for the general meeting do not entitle the holder
to attend and vote at the general meeting.

Further information about digital attendance to the meeting is included in the
notice.

For further queries, 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 information
The release is not for publication or distribution, in whole or in part directly
or indirectly, in or into Australia, Canada, Japan or the United States
(including its territories and possessions, any state of the United States and
the District of Columbia). This release is an announcement issued pursuant to
legal information obligations. It is issued for information purposes only, and
does not constitute or form part of any offer or solicitation to purchase or
subscribe for securities, in the United States or in any other jurisdiction. The
securities mentioned herein have not been, and will not be, registered under the
United States Securities Act of 1933, as amended (the “US Securities Act”). The
securities may not be offered or sold in the United States except pursuant to an
exemption from the registration requirements of the US Securities Act.

The Company does not intend to register any portion of the offering of the
securities in the United States or to conduct a public offering of the
securities in the United States. Copies of this announcement are not being made
and may not be distributed or sent into Australia, Canada, Japan or the United
States.

Any offering of the securities referred to in this announcement will be made by
means of a prospectus. This announcement is an advertisement and is not a
prospectus for the purposes of Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 on prospectuses to be published
when securities are offered to the public or admitted to trading on a regulated
market, and repealing Directive 2003/71/EC (as amended) as implemented in any
Member State. Investors should not subscribe for any securities referred to in
this announcement except on the basis of information contained in the
aforementioned prospectus, if a prospectus is published. Copies of any such
prospectus will, following publication, be available from the Company’s
registered office and, subject to certain exceptions, on the websites of
Carnegie AS (https://www.carnegie.no/ongoing-prospectuses-and-offerings/), DNB
Markets, a part of DNB Bank ASA (www.dnb.no/emisjoner) and Nordea Bank Abp,
filial i Norge (www.nordea.com/xxl).

The issue, subscription or purchase of shares in the Company is subject to
specific legal or regulatory restrictions in certain jurisdictions. Neither the
Company nor the Global Coordinators assume any responsibility in the event there
is a violation by any person of such restrictions. The distribution of this
release may in certain jurisdictions be restricted by law. Persons into whose
possession this release comes should inform themselves about and observe any
such restrictions. Any failure to comply with these restrictions may constitute
a violation of the securities laws of any such jurisdiction.

The Global Coordinators are acting for the Company and no one else in connection
with the offering and will not be responsible to anyone other than the Company
providing the protections afforded to their respective clients or for providing
advice in relation to the offering and/or any other matter referred to in this
release.

Forward-looking statements: This release and any materials distributed in
connection with this release may contain certain forward-looking statements. By
their nature, forward-looking statements involve risk and uncertainty because
they reflect the Company’s current expectations and assumptions as to future
events and circumstances that may not prove accurate. A number of material
factors could cause actual results and developments to differ materially from
those expressed or implied by these forward-looking statements.

More information:
Access the news on Oslo Bors NewsWeb site

631560_Notice of Extraordinary General Meeting XXL ASA_Innkalling til ekstraordinær generalforsamling XXL ASA.pdf