Start of Acceptance Period for Frasers Group Plc's Mandatory Offer to Acquire All of the Issued and Outstanding Shares in XXL ASA for NOK 10 Per Share

15 Apr 2025 08:00 CEST

NOT FOR DISTRIBUTION, RELEASE OR PUBLICATION, IN WHOLE OR IN PART, IN OR INTO
AUSTRALIA, CANADA, HONG KONG; NEW ZEALAND, SOUTH AFRICA, JAPAN OR ANY OTHER
JURISDICTION IN WHICH THE DISTRIBUTION, RELEASE OR PUBLICATION WOULD BE UNLAWFUL
OR REQUIRE PRIOR APPROVAL

Reference is made to the stock exchange announcement made by XXL ASA ("XXL" or
the "Company") on 18 March 2025, where it was announced that Frasers Group Plc
("Frasers Group" or the "Offeror") would, upon registration of the new share
capital and delivery of the allocated shares in XXL following Fraser Group's
allocation in a rights issue in XXL, cross the 1/3 threshold under Section 6-6
of the Norwegian Securities Trading Act. This would trigger an obligation to
make a bid for the remaining shares in the Company that it does not already own,
in accordance with Chapter 6 of the Norwegian Securities Trading Act.

The offer document for the Offer (the "Offer Document") was approved by the
Financial Supervisory Authority of Norway in its capacity as take-over
supervisory authority on 14 April 2025. The acceptance period for the Offer will
commence on 15 April 2025 and will expire at 16:30 (CEST) on 13 May 2025,
subject to any extensions at the sole discretion of the Offeror (the "Acceptance
Period"). The terms and conditions of the Offer, including procedures for how to
accept the Offer, are set out in the Offer Document.

The Offer can only be accepted pursuant to the Offer Document and will not be
made in any jurisdiction in which the making of the Offer would not be in
compliance with the laws of such jurisdiction, and the Offer may not be accepted
by shareholders of XXL who cannot legally accept the Offer. The Offer Document
will be sent to all shareholders in the Company as registered in the Company’s
shareholder register in Euronext Securities Oslo, the central securities
depository in Norway, as of the date hereof, in jurisdictions where the Offer
Document may be lawfully distributed. Subject to regulatory restrictions in
certain jurisdictions, the Offer Document is also available at the following
webpage: www.danskebank.no/xxl and may be obtained free of charge during
ordinary business hours at the offices of the receiving agent, Danske Bank,
Norwegian Branch, Bryggetorget 4, 0250 Oslo, Norway.

Key Terms of the Offer
• Offer Price: NOK 10 per Share payable in cash, subject to adjustment pursuant
to the terms and conditions of the Offer (if any).
• Acceptance Period: From and including 15 April 2025 to and including 13 May at
16:30 (CEST), subject to any extensions at the sole discretion of the Offeror.
The Acceptance Period will in no event be extended beyond 27 May 2025.
• Receiving Agent: Danske Bank, Norwegian Branch.

The Offer Price is the same as the offer price in the fully underwritten rights
issue announced by the Company on 6 January 2025, representing the highest
payment Frasers Group has made or agreed to in the six-month period prior to the
point at which the mandatory bid obligation was triggered.

Advisers
Danske Bank, Norwegian Branch is acting as financial advisor and receiving agent
while Advokatfirmaet Schjødt AS and White & Case LLP are acting as legal
advisors to Frasers Group.

***

The Offer, the Offer Document and the distribution of this announcement and
other information in connection with the Offer may be restricted by law in
certain jurisdictions. The Offer Document and related acceptance forms will not
and may not be distributed, forwarded or transmitted into or within any
jurisdiction where prohibited by applicable law, including, without limitation,
Canada, Australia, and Japan. The Offeror does not assume any responsibility in
the event there is a violation by any person of such restrictions. Persons into
whose possession this announcement or such other information should come are
required to inform themselves about and to observe any such restrictions.

This announcement is not an offer document and, as such, does not constitute an
offer or the solicitation of an offer to acquire the Shares. Investors may
accept the Offer only on the basis of the information provided in the Offer
Document. Offers will not be made directly or indirectly in any jurisdiction
where either an offer or participation therein is prohibited by applicable law
or where any tender offer document or registration or other requirements would
apply in addition to those undertaken in Norway.

Notice to U.S. Holders
U.S. Holders (as defined below) are advised that the Shares are not listed on a
U.S. securities exchange and that the Company is not subject to the periodic
reporting requirements of the U.S. Securities Exchange Act of 1934, as amended
(the “U.S. Exchange Act”), and is not required to, and does not, file any
reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder.
The Offer is being made to holders of Shares resident in the United States
(“U.S. Holders”) on the same terms and conditions as those made to all other
holders of Shares of the Company to whom an offer is made. Any information
documents, including this Offer Document, are being disseminated to U.S. Holders
on a basis comparable to the method that such documents are provided to the
Company’s other shareholders to whom an offer is made. The Offer is being made
by the Offeror and no one else.

The Offer relates to shares of a Norwegian company listed and trading on
Euronext Oslo Børs and is subject to the legal provisions of the Norwegian
Securities Trading Act regarding the implementation and disclosure requirements
for such an offer, which differ substantially from the corresponding legal
provisions of the United States. For example, the financial statements and
certain financial information in this Offer Document have been determined in
accordance with the International Financial Reporting Standards (“IFRS”) and may
therefore not be comparable to the financial statements or financial information
of U.S. companies and other companies whose financial information is determined
in accordance with the Generally Accepted Accounting Principles of the United
States.

The Offer is being made to U.S. Holders in compliance with section 14(e) and
Regulation 14E under the U.S. Exchange Act, including available exemptions
thereunder, and otherwise in accordance with the requirements of Norwegian law.
Accordingly, the Offer is subject to disclosure and other procedural
requirements, including with respect to the offer timetable, that are different
from those would be applicable under U.S. domestic tender offer procedures and
law. Furthermore, the payment and settlement procedure with respect to the Offer
will comply with the relevant rules of the Norwegian Securities Trading Act,
which differ from payment and settlement procedures customary in the United
States, particularly with regard to the payment date of the consideration.

Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, the
Offeror and its affiliates or brokers (acting as agents for the Offeror or its
affiliates, as applicable) may from time to time, and other than pursuant to the
Offer, directly or indirectly, purchase or arrange to purchase, Shares or any
securities that are convertible into, exchangeable for or exercisable for such
Shares outside the United States during the period in which the Offer remains
open for acceptance, so long as those acquisitions or arrangements comply with
applicable Norwegian law and practice and the provisions of such exemption. To
the extent information about such purchases or arrangements to purchase is made
public in Norway, such information will be disclosed by means of a press release
or other means reasonably calculated to inform U.S. Holders of such information.
In addition, the Financial Advisor may also engage in ordinary course trading
activities in securities of the Company, which may include purchases or
arrangements to purchase such securities.

The Financial Supervisory Authority of Norway has approved the Offer Document.
Neither the SEC nor any securities supervisory authority of any state or other
jurisdiction in the United States has approved or disapproved this Offer or
reviewed it for its fairness, nor have the contents of this Offer Document or
any other documentation relating to the Offer been reviewed for accuracy,
completeness or fairness by the SEC nor any securities supervisory authority of
any state or other jurisdiction in the United States. Any representation to the
contrary is a criminal offence in the United States.

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