XXL

Major Shareholding Notification • Mar 9, 2023

XXL ASA - Notification of transactions by closely associated persons

XXL ASA - Notification of transactions by closely associated persons

TRS arrangement

Altor Invest 5 AS and Altor Invest 6 AS, both close associates of primary insider and board member in XXL ASA (the "Company"), Tom Jovik, has today entered into total return swap agreements (the "TRS Agreements", and each a "TRS Agreements") with a financial institution, providing a financial exposure to 15,068,382 and 15,068,382 underlying shares in the Company, respectively. The swap price under the TRS Agreements is NOK 3.22 per share. Subject to Altor Invest 5 AS' and Altor Invest 6 AS' option to terminate the TRS agreements at any time, the maturity date of the TRS Agreements is 21 April 2023. Upon maturity or termination of the TRS Agreements, Altor Invest 5 AS and Altor Invest 6 AS will receive or pay a cash settlement (as applicable).

As part of the TRS arrangement, each of Altor Invest 5 AS and Altor Invest 6 AS has today sold 15,068,382 and 15,068,382 shares in the Company (the "TRS Shares"), respectively.

As a result of entering into the TRS Agreements, the financial exposure in the Company's shares for Altor Invest 5 AS and Altor Invest 6 AS will remain unchanged until maturity or termination of the TRS Agreements, regardless of the sale of TRS Shares.

The TRS arrangement is entered into in order to comply with Austrian competition law. While the TRS arrangement includes no option nor obligation for Altor Invest 5 AS and Altor Invest 6 AS to re-acquire the shares sold, Altor Invest 5 AS and Altor Invest 6 AS plan to acquire the same number of shares in the market or over the counter subject to prior clearance under the Austrian merger filing requirements, expected during April, bringing its consolidated holding of shares in the Company to approximately 32.8% following such acquisition and the allocation of shares in the Private Placement referred to below.

Following today's sales and the transactions pursuant to the TRS Agreements, Altor Invest 5 AS will reduce its holding of shares from 30,059,481 (10.4% of today's share capital) to 14,991,099 (5.2% of today's share capital) and retain an exposure to 15,068,382 underlying shares (5.2% of today's share capital) under the TRS Agreement, while Altor Invest 6 AS will reduce its holding of shares from 30,059,483 (10.4% of today's share capital) to 14,991,101 (5.2% of today's share capital) shares and retain an exposure to 15,068,382 shares (5.2% of today's share capital) under its TRS Agreement.

The aggregate holding of shares and financial exposure of Altor Invest 5 AS equals 10.4% of the shares and votes in the Company, while the aggregate holding of the shares and financial exposure of Altor Invest 6 AS equals 10.4% of the shares and votes in the Company, resulting in a consolidated exposure equal to approximately 20.7% of the shares and votes in the Company.

See further details on today's transactions under the TRS Agreements and sales in the attached notifications.

Private Placement

Reference is further made to the stock exchange announcement made by the Company on 22 December 2022 regarding the successful placement of 135,135,135 new shares (the "Offer Shares") in the Company with gross proceeds of approximately NOK 500,000,000 (the "Private Placement"), consisting of a tranche of 37,503,142 shares issued on 19 January 2023, and a second tranche of 97,631,993 shares to be issued on or about 13 March 2023 in which a total of 33,435,995 and 33,435,996 Offer Shares were allocated to Altor Invest 5 AS and Altor Invest 6 AS, respectively.

Completion of the second tranche of the Private Placement by delivery of Offer Shares to, inter alia, Altor Invest 5 AS and Altor Invest 6 AS is subject to registration of the share capital increase pertaining to the issuance of the Offer Shares in the second tranche of the Private Placement in the Norwegian Register of Business Enterprises and the registration of those Offer Shares in the Norwegian Central Securities Depository, scheduled to occur on or about 13 March 2023.

Following the registrations in the Norwegian Register of Business Enterprises and the Norwegian Central Securities Depository on or about 13 March 2023, Altor Invest 5 AS will increase its holding of shares from 14,991,099 (3.9% of the new share capital) to 48,427,094 (12.5% of the new share capital) and retain an exposure to 15,068,382 underlying shares (3.9% of the new share capital) under its TRS Agreement, while Altor Invest 6 AS will increase its holding of shares from 14,991,101 (3.9% of the new share capital) to 48,427,097 (12.5% of the new share capital) and retain an exposure to 15,068,382 underlying shares (3.9% of the new share capital) under its respective TRS Agreement.

Upon issuance of the Offer Shares in the second tranche of the Private Placement, the aggregate holding of shares and financial exposure of Altor Invest 5 AS will equal 16.4% of the shares and votes in the Company, while the aggregate holding of the shares and financial exposure of Altor Invest 6 AS will equal 16.4% of the shares and votes in the Company, resulting in a consolidated exposure equal to approximately 32.8% of the shares and votes in the Company.

Contact persons, XXL ASA:

Investor Relations

Tolle Grøterud

Tel: +47 902 72 959

ir@xxlasa.com

This information is subject to disclosure requirements set out in Article 19 of the EU Market Abuse Regulation and sections 4-2 and 5-12 of the Norwegian Securities Trading Act.