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Frasers Group plc intends to launch a voluntary offer for all of the shares in
XXL ASA at NOK 10 per share
6 December 2024 - Frasers Group plc ("Frasers") intends, through a controlled
subsidiary, to launch a voluntary offer for all of the shares in XXL ASA
("XXL"), which Frasers does not already own, at NOK 10 per share in cash.
Further to the announcement made by XXL on 28 November 2024 in relation to,
among other things, the shareholder vote against XXL's proposed rights issue of
NOK 600 million, as announced on 6 November 2024 (the "Rights Issue"), and XXL's
plan to proceed with the alternative transaction structure, as described in
XXL's announcement on 19 November 2024 (the "Alternative Rights Issue"), Frasers
has taken quick action to consider and assess the possible options available to
it. We believe that the proposed Alternative Rights Issue is wrong, its legality
is questionable and its implementation will be extremely detrimental to both
Frasers and the other minority holders of XXL shares, who will be unfairly and
significantly diluted by the commission shares to be issued under the terms of
the Alternative Rights Issue. In addition, we do not believe that shareholders,
especially minority shareholders, should be asked to provide further funding to
XXL when it has not articulated any clear plan to address and resolve the root
causes of its persistent problems.

Frasers is XXL's second largest shareholder, with c.32.5% of the voting rights
and c.25.8% of the issued share capital, and we have been supportive of the
commercial and brand opportunities available to XXL. With our leading retail
expertise, we believe Frasers has the relevant experience to have a chance at
saving XXL. Frasers is ready to support XXL and a summary of Frasers' proposals
is set out below.

Accordingly, having carefully considered the options available to Frasers,
Frasers is announcing a voluntary offer for all of the shares in XXL, which
Frasers does not already own (the "Offer").

"Our strategic vision and industry experience position us uniquely to help XXL
navigate its current challenges. We are committed to ensuring that XXL reaches
its full potential" says Michael Murray, CEO of Frasers.

About the Offer
The Offer includes a total consideration for all of the shares in XXL of
approximately NOK 246,357,450. The Offer price represents a premium of 25% over
the closing price of NOK 8.00 on 5 December 2024.

In comparison to the Rights Issue and Alternative Rights Issue, the Offer
represents an opportunity for shareholders in XXL to monetize their shareholding
rather than providing additional funding to XXL on a diluted basis, as follows:

o	Under the Rights Issue, non-participating shareholders would have faced a
dilution of approximately 99% based on a subscription price of NOK 0.1 per new
share. 

o	Similarly, under the Alternative Rights Issue, non-participating shareholders
will face a potential dilution of approximately 99% based on a capital raise of
NOK 375 million assuming a subscription price of NOK 0.1 per new share.
Furthermore, shareholders who participate on a pro-rata basis, excluding those
in the underwriting consortium, will be diluted by approximately 15% due to the
proposed underwriting fee of 18% payable in shares at the assumed subscription
price of NOK 0.1 per new share.

Frasers confirms that it has the necessary funds available to cover the
consideration payable under the Offer in full without requiring additional
financing.

Interim financing solution
It is well reported that XXL is suffering from an inability to access adequate
levels of appropriate stock, in turn damaging sales volumes and therefore its
business. Frasers is willing to support XXL, if the Offer is successfully
completed, in order to: (i) address XXL's stock shortage