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, 24 May 2024: Reference is made to the stock exchange announcement made by
XXL ASA (the "Company") on 22 May 2024 regarding the board of directors'
resolution to carry out the subsequent offering of up to 85,714,285 new ordinary
shares (class A-shares) in the Company, each with a nominal value of NOK 0.40,
at a subscription price of NOK 0.70 (the "Subsequent Offering"). 

Reference is further made to the stock exchange announcement on 23 May 2024
regarding the approval by the Financial Supervisory Authority of Norway (Nw.
Finanstilsynet) of the prospectus prepared by the Company (the "Prospectus") for
(i) the listing on the Oslo Stock Exchange of 269,729,205 new ordinary shares
(class A-shares) issued in the CSD on a separate and temporary ISIN NO
0013215426 in the private placement placed on 22 March 2024 (the "Private
Placement"), 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 Subsequent Offering consists of an offer by the Company to issue up to
85,714,285 new ordinary shares (class A-shares) (the "Offer Shares"), each with
a nominal value of NOK 0.40, at a Subscription Price of NOK 0.70 per Offer
Share, being equal to the subscription price in the Private Placement. Subject
to all Offer Shares being issued, the Subsequent Offering will result in NOK
60,000,000 in gross proceeds to the Company.

The subscription period for the Subsequent Offering will commence today, 24 May
2024, at 09:00 hours (CEST) and expire on 6 June 2024 at 16:30 hours (CEST) (the
"Subscription Period"). 

Shareholders of the Company as of 21 March 2024, as registered as such in the
Company's shareholders register in Euronext Securities Oslo, the Norwegian
Central Securities Depository (the "CSD") on 25 March 2024 (the "Record Date")
who (i) were not allocated shares in the Private Placement and (ii) are not
resident in a jurisdiction where such offering would be unlawful, or for
jurisdictions other than Norway, that would require any approval, filing,
registration or similar action of a registration document or prospectus (such
eligible shareholders jointly the "Eligible Shareholders").

Each Eligible Shareholder will be granted one (1) non-transferable subscription
right ("Subscription Right") for every 2.9457 existing shares registered as held
by such Eligible Shareholder as of the Record Date, rounded down to the nearest
whole Subscription Right. Each Subscription Right will, subject to applicable
law, give the right to subscribe for, and be allocated, one (1) Offer Share in
the Subsequent Offering. Over-subscription will be permitted. Subscription
without Subscription Rights will not be permitted.

Further information about the Subsequent Offering and the subscription
procedures is included in the Prospectus.

The Subscription Rights must be used to subscribe for Offer Shares prior to
expiry of the Subscription Period on 6 June 2024 at 16:30 hours (CEST).
Subscription Rights that are not used to subscribe for Offer Shares before the
expiry of the Subscription Period will have no value and will lapse without
compensation to the holder.

The payment date for the Offer Shares is 11 June 2024. Subject to timely payment
of the Offer Shares subscribed for and allocated in the Subsequent Offering, the
issuance and delivery of the Offer Shares pertaining to the Subsequent Offering
is expected to be completed on or about 18 June 2024 and the Offer Shares are
expected to commence trading on the Oslo Stock Exchange on or about the same
day.

Carnegie AS, DNB Markets, a part of DNB Bank ASA and Nordea Bank Abp, filial i
Norge are acting as managers in the Subsequent Offering. Advokatfirmaet
Thommessen AS is acting as legal advisor to XXL in relation to the Subsequent
Offering.

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:
The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this announcement or its accuracy,
fairness or completeness. None of Carnegie AS, DNB Markets, a part of DNB Bank
ASA or Nordea Bank Abp, filial i Norge (collectively, the "Managers") or any of
their respective affiliates or any of their respective directors, officers,
employees, advisors or agents accepts any responsibility or liability whatsoever
for, or makes any representation or warranty, express or implied, as to the
truth, accuracy or completeness of the information in this announcement (or
whether any information has been omitted from the announcement) or any other
information relating to the Company, its subsidiaries or associated companies,
whether written, oral or in a visual or electronic form, and howsoever
transmitted or made available, or for any loss howsoever arising from any use of
this announcement or its contents or otherwise arising in connection therewith.
This announcement has been prepared by and is the sole responsibility of the
Company.

Neither this announcement nor the information contained herein is for
publication, distribution or release, in whole or in part, directly or
indirectly, in or into or from the United States (including its territories and
possessions, any State of the United States and the District of Columbia),
Australia, Canada, Japan, Hong Kong, South Africa or any other jurisdiction
where to do so would constitute a violation of the relevant laws of such
jurisdiction. The publication, distribution or release of this announcement may
be restricted by law in certain jurisdictions and persons into whose possession
any document or other information referred to herein should inform themselves
about and observe any such restriction. Any failure to comply with these
restrictions may constitute a violation of the securities laws of any such
jurisdiction.

This announcement is not an offer for sale of securities in the United States.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act, and may not be offered or sold in the
United States absent registration with the U.S. Securities and Exchange
Commission or an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and in accordance with
applicable U.S. state securities laws. The Company does not intend to register
any securities referred to herein in the United States or to conduct a public
offering of securities in the United States.

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 (the "EU Prospectus Regulation") (together with any applicable
implementing measures in any Member State). The securities offered in the
Subsequent Offering are offered on the basis of a Prospectus prepared by the
Company and dated 23 May 2024, which is available at www.carnegie.no,
www.dnb.no/emisjoner and www.nordea.com/en/issuances. Investors in the
Subsequent Offering should not subscribe for any securities in the Subsequent
Offering except on the basis of the Prospectus. 

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).

This communication is only being distributed to and is only directed at persons
in the United Kingdom that are "qualified investors" within the meaning of the
EU Prospectus Regulation as it forms part of English law by virtue of the
European Union (Withdrawal) Act 2018 and that are (i) 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) high net
worth entities, and other persons to whom this announcement may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order (all such
persons together being referred to as "relevant persons"). This communication
must not be acted on or relied on by persons who are not relevant persons. Any
investment or investment activity to which this communication 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.

This announcement is made by, and is the responsibility of, the Company. The
Managers and their respective affiliates are acting exclusively for the Company
and no-one else in connection with the Subsequent Offering. They will not regard
any other person as their respective clients in relation to the Subsequent
Offering and will not be responsible to anyone other than the Company, for
providing the protections afforded to their respective clients, nor for
providing advice in relation to the Subsequent Offering, the contents of this
announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Subsequent Offering, the Managers and any of their
respective affiliates, acting as investors for their own accounts, may subscribe
for or purchase shares and in that capacity may retain, purchase, sell, offer to
sell or otherwise deal for their own accounts in such shares and other
securities of the Company or related investments in connection with the
Subsequent Offering or otherwise. Accordingly, references in any subscription
materials to the shares being issued, offered, subscribed, acquired, placed or
otherwise dealt in should be read as including any issue or offer to, or
subscription, acquisition, placing or dealing by, such Managers and any of their
respective affiliates acting as investors for their own accounts. The Managers
do not intend to disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory obligations to do so.

Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "believe", "aim", "expect",
"anticipate", "intend", "estimate", "will", "may", "continue", "should" and
similar expressions. The forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Company believes that these assumptions were
reasonable when made, these assumptions are inherently subject to significant
known and unknown risks, uncertainties, contingencies, and other important
factors which are difficult or impossible to predict and are beyond its control.

 
Such risks, uncertainties, contingencies, and other important factors could
cause actual events to differ materially from the expectations expressed or
implied in this release by such forward-looking statements. Forward-looking
statements speak only as of the date they are made and cannot be relied upon as
a guide to future performance.  The Company, each of the Managers and their
respective affiliates expressly disclaims any obligation or undertaking to
update, review or revise any forward-looking statement contained in this
announcement whether as a result of new information, future developments or
otherwise. The information, opinions and forward-looking statements contained in
this announcement speak only as at its date and are subject to change without
notice.