XXL ASA – Minutes from extraordinary general meeting and proceeding with the alternative transaction structure

28 Nov 2024 11:11 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.

An extraordinary general meeting of XXL ASA ("XXL" or the "Company") was held on
10:00 hours (CET) today, 28 November 2024 by electronic means through Lumi AGM.
The agenda items relating to the fully underwritten rights issue of NOK 600
million in the Company were not resolved in accordance with the board of
directors' proposals. Therefore, the Company will proceed with the alternative
transaction structure as further described in the stock exchange announcement
made by the Company on 19 November 2024 (the "Alternative Rights Issue").

In the Alternative Rights Issue, a newly established and wholly owned subsidiary
of XXL, XXL Holding ASA ("XXL Holding"), 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
(the "Subscription Rights"). The shares in XXL will accordingly trade inclusive
of the right to receive Subscription Rights until such date.

The Subscription Rights, when issued, can be used to subscribe for new shares in
XXL Holding in a subscription period that is expected to commence in January
2025 and which is expected to run for a period of 14 days from the date of
commencement ("Subscription Period"). The commencement of the Subscription
Period is inter alia subject to the publication by XXL Holding of a prospectus
for the new shares offered in the Alternative Rights Issue.

XXL Holding will apply for listing of the Subscription Rights on Euronext Growth
Oslo during the first part of the Subscription Period, and for the listing of
the shares in XXL Holding (including the new shares) on Euronext Growth Oslo
following completion of the Alternative Rights Issue.

Please see attached a copy of the minutes from the extraordinary general
meeting.

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 ASA 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 Carnegie AS, DNB Markets,
a part of DNB Bank ASA or Nordea Bank Abp, filial i Norge (acting as "Global
Coordinators" in the Alternative Rights Issue) 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 Alternative Rights Issue 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

633375_Minutes from extraordinary general meeting XXL ASA_Protokoll fra ekstraordinær generalforsamling XXL ASA.pdf