XXL

Share Issue/Capital Change • Apr 30, 2020

XXL ASA - Contemplated sale of existing shares

XXL ASA - Contemplated sale of existing shares

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. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Oslo, 30 April 2020. DNB Markets, a part of DNB Bank ASA (“DNB Markets”) and Skandinaviska Enskilda Banken AB, Oslo Branch (“SEB”) (DNB Markets and SEB jointly the “Managers”) have been engaged by Dolphin Management AS (“Dolphin” or the “Seller”) for a contemplated sale of up to 13,000,000 existing shares in XXL ASA (“XXL” or the “Company”), representing around 7.5 percent of the issued share capital and voting rights in XXL (the "Transaction"). The Transaction is contemplated carried out in order to facilitate the Seller’s participation in the upcoming share issue in XXL as well as to provide the Seller with proceeds for general corporate purposes. The Transaction will be structured as an accelerated book-building process.

The book-building process will commence following the publication of this announcement and may be closed at short notice at the sole discretion of the Managers. Further announcements will be made following completion of the book-building. The Seller reserves the right, at its sole discretion, to sell fewer shares or no shares at all and to reduce or disregard any order.

Dolphin is represented on the Board of Directors of XXL with Øivind Tidemandsen.

Important Notice

The distribution of this announcement and the offer and sale of the shares in certain jurisdictions may be restricted by law. The shares may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the shares in such jurisdiction. No action has been taken by the Managers nor any of their affiliates that would permit an offering of the shares or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This press release is for information purposes only and does not constitute or form a part of an offer to sell or a solicitation of an offer to purchase any security of the Company in the United States or in any other jurisdiction where such offer or solicitation is unlawful. The securities of the Company described in this press release have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any applicable state or foreign securities laws and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act. There will be no public offering of securities in the United States.