XXL

Share Issue/Capital Change • Dec 22, 2022

XXL ASA – Disclosure of large shareholding

XXL ASA – Disclosure of large shareholding

Reference is made to the stock exchange announcement made by XXL ASA (the "Company") on 22 December 2022 regarding the successful completion of a private 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").

In connection with the Private Placement, Altor Invest 5 AS was allocated 33,435,995 Offer Shares and Altor Invest 6 AS was allocated 33,435,996 Offer Shares.

Subject to the completion of the Private Placement and issuance of the Offer Shares, Altor Invest 5 AS will own 63,495,476 shares, representing approx. 16.4% of the Company's share capital and votes, and Altor Invest 6 AS will own 63,495,479 shares, representing approx. 16.4% of the Company's share capital and votes.

Subject to the completion of the Private Placement and issuance of the Offer Shares, each of Altor Invest 5 AS and Altor Invest 6 AS will exceeded the 15% disclosure threshold.

Subject to the completion of the Private Placement and issuance of the Offer Shares, Altor Invest 5 AS and Altor Invest 6 AS will jointly own 126 990 955 shares, representing approx. 32.8% of the Company's share capital and votes. Subject to the completion of the Private Placement and issuance of the Offer Shares, Altor Invest 5 AS and Altor Invest 6 AS will jointly exceeded the 25% disclosure threshold.

Completion of the Private Placement by delivery of Offer Shares to investors is subject to (i) the EGM resolving the share capital increases pertaining to the issuance of the Offer Shares and authorizing the Board to resolve the Subsequent Offering, and (ii) registration of the share capital increases pertaining to the issuance of the Offer Shares in the relevant tranche with the Norwegian Register of Business Enterprises and the registration of those Offer Shares in the Norwegian Central Securities Depository.

This disclosure is made pursuant to section 4-2 of the Norwegian Securities Trading Act.