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 released by XXL ASA ("XXL"
or the "Company") on 21 March 2024 regarding the launch of a contemplated
private placement of new ordinary shares (class A-shares) and non-voting shares
(class B-shares) in the Company to raise gross proceeds of approximately NOK 500
million (the "Private Placement"). 

The Company hereby announces that the Private Placement has been successfully
placed and that it has allocated 535,714,285 new ordinary shares (class
A-shares) and 178,571,429 new non-voting shares (class B-shares) (the "Offer
Shares") in the Private Placement at a subscription price of NOK 0.70 per Offer
Share (the "Subscription Price"), raising gross proceeds of NOK 500 million. 

Carnegie AS, DNB Markets, a part of DNB Bank ASA and Nordea Bank Abp, filial i
Norge acted as joint bookrunners (the "Managers") in connection with the Private
Placement.

The net proceeds from the Private Placement will be used for general corporate
purposes. The existing revolving credit facility with DNB Bank ASA and Nordea
Bank Abp as lenders will be reduced from NOK 1,150 million to NOK 850 million.
In sum, the Private Placement will give the Company approx. NOK 361 million in
additional liquidity.
Notification of allocation is expected to be sent to the applicants by the
Managers before 09:00 hours (CET) on 22 March 2024.

Altor Invest 5 AS and Altor Invest 6 AS, both close associates of board member
Tom Christian Jovik, were allocated 89,285,714 and 89,285,714 class A-shares,
respectively, in addition to 89,285,714 and 89,285,715 class B-shares,
respectively. Upon issuance of the Offer Shares, Altor Invest 5 AS will own
311,761,064 class A-shares, representing 16.66% of the votes in the Company and
253,646,871 class B-shares, and Altor Invest 6 AS will own 311,761,064 class
A-shares, representing 16.66% of the votes in the Company and 253,646,887 class
B-shares. Please refer to the attached notifications of trading for further
details.

Altor Invest 5 AS and Altor Invest 6 AS (together "Altor"), Ferd AS and Frasers
Group Plc. (the "Pre-committing Shareholders"), had pre-committed to subscribe
for Offer Shares in the Private Placement. 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
listed 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 (as defined below), expected on
or about 15 April 2024. The investors other than the Pre-committing Shareholders
will only receive such borrowed shares. The excess number of listed shares (i.e.
166,998,668 A-shares, being the difference between 265,985,080 and the
98,986,412 shares being borrowed under the Share Lending Agreement) are
allocated pro rata among the Pre-committing Shareholders 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).

The remaining 269,729,205 new class A-shares to be issued in connection with 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 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