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
Reference is made to the stock exchange announcement made by XXL ASA (the
"Company") on 21 March 2024 regarding the successful placing of a private
placement of 535,714,285 new ordinary shares (class A-shares) and 178,571,429
new non-voting shares (class B-shares) in the Company with gross proceeds of
approximately NOK 500 (the "Private Placement") and a potential subsequent share
offering (the "Subsequent Offering").

The Company has, subject to completion of the Private Placement, and certain
other conditions, resolved to carry out a Subsequent Offering of up to
85,714,285 new ordinary shares (class A-shares). The subscription price in the
Subsequent Offering will be NOK 0.70 ("Subscription Price") which equals to the
price in the Private Placement. The Subsequent Offering will, subject to
applicable securities laws, be directed towards eligible shareholders in the
Company as of close of trading on 21 March 2024 (as registered in the VPS on 25
March 2024) (the "Record Date"), who were not allocated shares in the Private
Placement, and who are not resident in a jurisdiction where such offering would
be unlawful, or would (in jurisdictions other than Norway) require any
prospectus filing, registration or similar action ("Eligible Shareholders"). 

The Eligible Shareholders will receive non-tradeable subscription rights based
on their registered shareholdings as of the Record Date. Oversubscription will
be allowed. Subscription without subscription rights will not be allowed. 
Completion of the Subsequent Offering will be subject to (i) completion of the
Private Placement, (ii) that the EGM resolves to grant the board of directors an
authorisation to increase the share capital in connection with the Subsequent
Offering, (iii) the trading price of the Company's shares exceeding the
Subscription Price, and (iv) the publication of an offer prospectus (the
"Prospectus") by the Company that is approved by the Financial Supervisory
Authority of Norway (Nw.: Finanstilsynet). The subscription period for any
Subsequent Offering, if any, is expected to commence during Q2 2024.

In accordance with the continuing obligations of companies listed on the Oslo
Stock Exchange, the following key information is given with respect to the
Subsequent Offering:
Date on which the terms and conditions of the repair issue were announced: 21
March 2024
Last day including right: 21 March 2024
Ex-date: 22 March 2024
Record date: 25 March 2024
Date of EGM approval: 12 April 2024
Maximum number of new shares: 85,714,285 new ordinary shares (class A-shares)
Subscription price: NOK 0.70 
Other information: The Subsequent Offering is subject to the board of directors
resolving to carry out the Subsequent Offering based on the authorisation to be
granted at the EGM to be held on 12 April 2024

For further queries, please contact: 
Investor Relations
Tolle O. R. Grøterud 
Tel: +47 902 72 959 
E-mail: ir@xxlasa.com 

Press contact:
Jan Christian Thommesen 
Tel: +47 918 21 387
E-mail: presse@xxl.no

This announcement 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,
Finland and Denmark. 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")