XXL ASA - Cancellation of extraordinary general meetings

06 Jan 2025 18:55 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, 6 January 2025: Reference is made to the stock exchange announcement made
by XXL ASA ("XXL" or the "Company") on 13 December 2024 where the Company inter
alia called for an extraordinary general meeting to resolve on the
implementation of the Alternative Rights Issue (as defined therein), and the
stock exchange announcement on 27 December 2024 where the Company called for an
extraordinary general meeting to vote on a proposal from Fraser Group plc's
("Frasers") to carry out an investigation of the process relating to the
previously proposed equity raises.

The Company has today announced that the largest shareholders of the Company
have agreed to the terms and conditions of a fully underwritten rights issue to
be implemented by XXL (the "Rights Issue") in the amount of NOK 600 million at a
subscription price of NOK 10 per share. Frasers has as a result informed the
Company that its proposal for investigation and the demand for the extraordinary
general meeting in the Company called to be held on 17 January 2025 are
withdrawn.

Due to the Rights Issue being proposed and Frasers' withdrawal of the
investigation proposal, the Board has decided to cancel the extraordinary
general meetings that are called to be held on 7 January 2025 and 17 January
2025.

The Company will call for a new extraordinary general meeting to be held on or
about 29 January 2025 to inter alia resolve on the Rights Issue.

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.

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 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.

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