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

Oslo, 23 May 2024: Reference is made to the stock exchange announcement made by
XXL ASA (the "Company") on 22 March 2024 regarding the successful placing of a
private placement in the Company raising gross proceeds of NOK 500,000,000 (the
"Private Placement") and a potential subsequent offering of up to 85,714,285 new
ordinary shares (class A-shares) (the "Subsequent Offering"), as well as the
stock exchange announcement made on 22 May 2024 where the Company announced that
its board of directors had resolved to carry out the Subsequent Offering to
increase the Company's share capital by up to NOK 34,285,714, by the issuance of
up to 85,714,285 new ordinary shares (class A-shares) in connection with the
Subsequent Offering pursuant to an authorization granted by the extraordinary
general meeting 12 April 2024.

In connection with the Private Placement, a total of 265,985,080 of the new
ordinary shares (class A-shares) were issued and listed on the Oslo Stock
Exchange following the extraordinary general meeting held on 12 April 2024,
while the remaining 269,729,205 new ordinary shares (class A-shares) were issued
in the CSD on a separate and temporary ISIN NO 0013215426, and will be
transferred to the listed ISIN NO 0010716863 following the publication of the
Prospectus (as defined below), expected on or about 27 May 2024.

The Financial Supervisory Authority of Norway (Nw. Finanstilsynet) has today, on
23 May 2024, approved a prospectus prepared by the Company (the "Prospectus")
for (i) the listing of the 269,725,205 new ordinary shares (class A-shares) on
the Oslo Stock Exchange, and (ii) the offering of new shares to eligible
shareholders in the Subsequent Offering (including the listing of such new
shares on the Oslo Stock Exchange). The Prospectus is prepared in accordance
with the EU Prospectus Regulation (Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 and ancillary regulation, as
implemented under Norwegian law. 

The Prospectus, including the subscription form for the Subsequent Offering,
will be made available at www.carnegie.no, www.dnb.no/emisjoner and
www.nordea.com/en/issuances. Printed copies of the Prospectus may be obtained
free of charge by contacting Carnegie AS (Tel: +47 22 00 93 60), DNB Markets, a
part of DNB Bank ASA (Tel: +47 23 26 80 20) or Nordea Bank Abp, filial i Norge
(Tel: +47 24 01 34 62).

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

This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.

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.

IMPORTANT NOTICE:
These materials do not constitute or form a part of any offer of securities for
sale or a solicitation of an offer to purchase securities of the Company in the
United States or any other jurisdiction. The securities of the Company may not
be offered or sold in the United States absent registration or an exemption from
registration under the U.S. Securities Act of 1933, as amended (the "U.S.
Securities Act"). The securities of the Company have not been, and will not be,
registered under the U.S. Securities Act. Any sale in the United States of the
securities mentioned in this communication will be made solely to "qualified
institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No
public offering of the securities will be made in the United States.

In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
EU Prospectus Regulation, i.e., only to investors who can receive the offer
without an approved prospectus in such EEA Member State. The expression "EU
Prospectus Regulation" means Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 (together with any applicable
implementing measures in any Member State).

In the United Kingdom, this communication is only addressed to and is only
directed at Qualified Investors who (i) are investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling
within Article 49(2)(a) to (d) of the Order (high net worth companies,
unincorporated associations, etc.) (all such persons together being referred to
as "Relevant Persons"). These materials are directed only at Relevant Persons
and must not be acted on or relied on by persons who are not Relevant Persons.
Any investment or investment activity to which this announcement relates is
available only to Relevant Persons and will be engaged in only with Relevant
Persons. Persons distributing this communication must satisfy themselves that it
is lawful to do so.

Solely for the purposes of the product governance requirements contained within:
(a) EU Directive 2014/65/EU on markets in financial instruments, as amended
("MiFID II")