NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER
JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL

Oslo, 22 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 12 April 2024 where the Company announced
that the general meeting had, inter alia, resolved to grant the board of
directors an authorization to increase the Company's share capital by up to NOK
34,285,714, by the issuance of new ordinary shares (class A-shares) in
connection with the Subsequent Offering.

In accordance with the authorization granted by the extraordinary general
meeting 12 April 2024, the board of directors has today resolved to carry out
the Subsequent Offering and to increase the share capital by a minimum of NOK
0.40 and a maximum of NOK 34,285,714, through the issuance of a minimum of 1 new
ordinary share (class A-share) and a maximum of 85,714,285 new ordinary shares
(class A-shares), each with a nominal value of NOK 0.40 and with a subscription
price of NOK 0.70.

The resolution is conditional on the Norwegian Financial Supervisory Authority's
("NFSA") approval of a prospectus prepared 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 ordinary shares (class A-shares) to eligible
shareholders in the Subsequent Offering (including the listing of such new
shares on the Oslo Stock Exchange) (the "Prospectus"). It is expected that the
Prospectus will be approved by the NFSA on or about 23 May 2024, and that the
subscription period in the Subsequent Offering will commence on 24 May 2024 at
09:00 hours (CEST) and expire on 6 June 2024 at 16:30 hours (CEST).

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") will be granted one
(1) non-transferable subscription right ("Subscription Right") for every 2.9457
existing shares registered as held by such Eligible Shareholder in the CSD as at
the Record Date, rounded down to the nearest whole Subscription Right. Each
Subscription Right gives, subject to applicable law, the right to subscribe for,
and be allocated, one (1) new ordinary share (class-A share) in the Subsequent
Offering at the subscription price. Over-subscription will be permitted.
Subscription without subscription rights will not be permitted. 

Allocation of the new shares in the Subsequent Offering is expected to take
place on or about 7 June 2024, and the new shares are expected to be delivered
on or about 18 June 2024. Further information regarding the Subsequent Offering
will be set out in the Prospectus. 

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:
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")