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

XXL ASA ("XXL" or the "Company") hereby announces a contemplated private
placement of new ordinary shares (class A-shares) and non-voting shares (class
B-shares), as applicable, in the Company (the "Offer Shares") to raise gross
proceeds of approximately NOK 500 million (the "Private Placement"). XXL has
engaged Carnegie AS, DNB Markets, a part of DNB Bank ASA and Nordea Bank Abp,
filial i Norge as joint bookrunners (the "Managers") for the Private Placement.

TRADING UPDATE
As communicated in the Q4 2023 report, the total operating revenues for the XXL
group in January 2024 decreased to around NOK 550 million. XXL launched a
massive clearance campaign in late January 2023 with strong sales rest of the
quarter impacting the comparable figures year over year. For the first quarter
2024, XXL expects total operating revenues for the XXL group to be in the range
of NOK 1.5-1.6 billion. The winter conditions have been favorable and XXL had
growth in important winter categories like alpine and cross country. Sales of
non-seasonal products and other capital-intensive products have continued to be
challenging. Limited product availability on important price points and products
has been holding back sales potential as well. However, gross margin has been
strengthened compared to the same period in 2023.

XXL and its lending banks have agreed certain amendments to the applicable loan
covenants, as further described in the attached investor presentation.

THE PRIVATE PLACEMENT
The price per Offer Share (the "Subscription Price") and the final number of
Offer Shares to be issued will be set by the Board, in consultation with the
Managers on the basis of an accelerated bookbuilding process. The Subscription
Price will be the same for class A-shares and class B-shares.

The net proceeds to the Company from the Private Placement will be used for
general corporate purposes including, repayment of interest bearing debt.

Altor Invest 5 AS and Altor Invest 6 AS (together "Altor"), Ferd AS, and Frasers
Group Plc. (the "Pre-committing Shareholders"), who together hold approximately
69% of the outstanding shares in the Company, of which 825,269,324 shares are
A-shares representing approximately 62% of the votes and 328,722,329 are
B-shares, have pre-committed to subscribe for a total amount of NOK 500 million
at the Subscription Price in the Private Placement.

Altor is represented on the board of directors of the Company (the "Board").

TIMELINE AND TERMS OF THE PRIVATE PLACEMENT
The bookbuilding and application period for the Private Placement commences
today, on 21 March 2024 at 16:30 hours CET, and is expected to close on 22 March
2024 at 08:00 hours CET. The Company, after consultation with the Managers,
reserves the right to, at any time and in its sole discretion, close or extend
the bookbuilding and application period or to cancel the Private Placement in
its entirety and for any reason. If the bookbuilding and application period is
shortened or extended, the other dates referred to herein may be changed
correspondingly. 

The Private Placement will be directed towards Norwegian and international
investors, subject to applicable exemptions from relevant registration, filing
and prospectus requirements, and subject to other applicable selling
restrictions. The minimum application amount has been set to the NOK equivalent
of EUR 100,000. The Company may, however, at its sole discretion, allocate Offer
Shares for amounts below the NOK equivalent of EUR 100,000 to the extent of
exemptions from the prospectus requirements in accordance with applicable
regulations, including the EU Prospectus Regulation (Regulation (EU) 2017/1129
of the European Parliament and of the Council of 14 June 2017) and ancillary
regulations, as implemented pursuant to the Norwegian Securities Trading Act,
are available.

Allocation of shares in the Private Placement will be determined after the
expiry of the bookbuilding period. The allocation will be made by the Board at
its sole discretion following advice from the Managers. Allocation will be based
on criteria such as (but not limited to), existing ownership, pre-commitment,
timeliness of the application, price leadership, relative order size, sector
knowledge, perceived investor quality and investment horizon. There is no
guarantee that any potential investor will be allocated shares. Notification of
conditional allocation is expected to be sent on 22 March 2024.

In the event a shareholder (alone or together with other shareholders of the
Company who are deemed concerting parties of the respective shareholder for the
purpose of the mandatory offer rules in the Norwegian Securities Trading Act) by
reason of allocation of Offer Shares would otherwise have become the owner of
more than 1/3 of the class A-shares in the Company, then a number of the shares
allocated to that shareholder shall be non-voting class B-shares in order for
the holding of class A-shares in the Company not to exceed 1/3.

Settlement with investors other than the Pre-committing Shareholders will be on
a delivery-versus-payment basis (DvP) facilitated through the delivery of
existing and unencumbered class A-shares in the Company, already listed on Oslo
Børs, pursuant to a share lending agreement to be entered into between Carnegie
AS, on behalf of the Managers (as borrower), the Company, and Altor (as lender)
(the "Share Lending Agreement"). The borrowed shares will be redelivered by the
Managers to the lender in the form of new class A shares in the Company to be
issued in connection with the Private Placement.

A total of 265,985,080 new class A-shares can be listed and traded on Oslo Børs
without a listing prospectus. The class A-shares borrowed under the Share
Lending Agreement will be tradable on the first Oslo Børs trading day after the
date on which the EGM adopts the EGM Resolutions, expected on or about 15 April
2024. The investors other than the Pre-committing Shareholders will only receive
such borrowed shares. Any excess listed shares (i.e. the difference between
265,985,080 and the number of borrowed shares) will be allocated pro rata among
the Pre-committing Shareholders on the basis of their respective allocations of
class A-shares in the Private Placement and will be tradable upon registration
of the share capital increase pertaining to the issuance of the Offer Shares
with the Norwegian Register of Business Enterprises (Nw.: Foretaksregisteret).

Any class A-shares in addition to the above 265,985,080 new class A-shares
allocated in the Private Placement will become listed and tradable on the first
Oslo Børs trading day following satisfaction of the Conditions (as defined
below) and approval and publication of a listing prospectus for these class
A-shares. These class A-shares will only be allocated to Pre-committing
Shareholders and will be registered under a separate ISIN in the period from
issuance until first day of trading. The class B-shares allocated in the Private
Placement will remain unlisted.
Completion of the Private Placement is subject to (i) the Board resolving to
consummate the Private Placement and allocate the Offer Shares, (ii) the general
meeting of the Company resolving to (a) issue the Offer Shares, and (b)
authorize the board of directors to carry out the Subsequent Offer (limbs (a)
and (b) together