XXL – Alternative transaction structure for the underwritten rights issue

19 Nov 2024 22:45 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, 19 November 2024: Reference is made to the stock exchange announcement
made by XXL ASA ("XXL" or the "Company") on 6 November 2024 regarding the
Company's NOK 600,000,000 fully underwritten rights issue (the "Rights Issue")
and the announcement made by XXL on 7 November 2024 regarding the extraordinary
general meeting of the Company to be held on 28 November 2024 in connection with
the Rights Issue (the "EGM").

The intention of the board of directors of XXL and shareholders holding a
majority of the shares in the Company is for the Rights Issue to be completed as
proposed in the notice of the EGM. However, as set out in the announcements
referred to above, XXL has not received voting undertakings or confirmations
from shareholders representing two-thirds of the total votes and shares in the
Company in relation to the Rights Issue, and the Company is therefore planning
for a fallback solution (the "Alternative Rights Issue") should the EGM not
adopt the Rights Issue.

In the Alternative Rights Issue, a newly established and wholly owned subsidiary
of XXL ("Newco") that will have acquired materially all assets, rights and
liabilities of the Company as contribution in kind will be raising new equity.
The shareholders of XXL will receive subscription rights for the Alternative
Rights Issue as dividend in-kind in proportion to the number of shares held in
XXL at a date to be determined by the Board of Directors of XXL, ensuring equal
treatment of all shareholders.

The gross amount to be raised in the Alternative Rights Issue is expected to be
minimum NOK 375,000,000 and maximum NOK 600,000,000. The minimum amount of NOK
375,000,000 has been underwritten. The commission for the underwriting is 18% of
the underwritten amount. Assuming that the full amount of the Alternative Rights
Issue is being subscribed and allocated, the underwriting commission will amount
to 11.25% of the gross proceeds.

This underwriting commission will not be payable if the Rights Issue is adopted
by the EGM. If payable, the commission will be paid in Newco shares to be issued
at the subscription price applied in the Alternative Rights Issue.

The subscription price in the Rights Issue shall be set equal to the theoretical
share price exclusive of the subscription rights, calculated on the basis of the
transaction size of NOK 600,000,000 and 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
price shall not be higher than NOK 8. The subscription price in the in the
Alternative Rights Issue will, in accordance with the underwriting agreements,
be set at a further 45% discount to that in the proposed Rights Issue. However,
the subscription price in the Alternative Rights Issue is not expected to
reflect a lower valuation than the lowest possible subscription price in the
Rights Issue (i.e. NOK 0.10 per XXL share).

Shareholders not exercising their subscription rights in the Alternative Rights
Issue, if implemented, will be diluted. The dilution will depend on the
subscription price and the amount raised. These factors will also determine
XXL's post transaction ownership stake in Newco.

All shares in Newco are expected to be of the same class.

Launch of the Alternative Rights Issue is inter alia subject to the EGM not
adopting the Rights Issue and the publication by Newco of a prospectus for the
new shares offered in the Alternative Rights Issue.

Advisors
Carnegie AS, DNB Markets, a part of DNB Bank ASA, and Nordea Bank Abp, filial i
Norge, have been retained as global coordinators (the “Global Coordinators”) for
the Rights Issue and the Alternative Rights Issue. Advokatfirmaet Thommessen AS
is legal advisor to the Company.

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

Press contact
Jan Christian Thommesen
Tel: + 47 918 21 387
E-mail: 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.

Neither the Company nor any of its affiliates 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 or its affiliates
is subject to specific legal or regulatory restrictions in certain
jurisdictions. Neither the Company, its affiliates 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 Rights Issue or the Alternative Rights Issue (as applicable) 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.

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