XXL

M&A Activity • Feb 20, 2025

Frasers Group plc will not proceed with its intended voluntary offer for the shares in XXL ASA at NOK 10 per share

Frasers Group plc will not proceed with its intended voluntary offer for the shares in XXL ASA at NOK 10 per share

NOT FOR DISTRIBUTION, RELEASE OR PUBLICATION, IN WHOLE OR IN PART, IN OR INTO AUSTRALIA, CANADA, HONG KONG, NEW ZEALAND, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION, RELEASE OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE PRIOR APPROVAL

Frasers Group plc will not proceed with its intended voluntary offer for the shares in XXL ASA at NOK 10 per share

20 February 2025 – Reference is made to the stock exchange announcement made by Frasers Group plc (“Frasers”) on 6 December 2024 (the “Announcement”) regarding its intention to launch a conditional voluntary cash offer for all of the shares in XXL ASA (“XXL”), which Frasers does not already own, at NOK 10 per share (the “Intended Offer”).

Pursuant to the Announcement, the Intended Offer was subject to several conditions, and Frasers reserved the right not to proceed with the Intended Offer if it became evident that any of the specified conditions would not be fulfilled.

Through correspondence with XXL, Frasers has been informed that XXL’s other large shareholders would not accept the Intended Offer if made. As a result, Frasers has concluded that the condition requiring acceptance of the Intended Offer by a sufficient number of shareholders to ensure Frasers would hold more than 50% of XXL’s shares and votes on a fully diluted and converted basis would not be fulfilled.

Against this background, Frasers has decided not to proceed with the Intended Offer.

For further information, please contact:

Investor Contact

Frasers Group plc

Robert Palmer, Company Secretary: T. +44 344 245 9200

company.secretary@frasers.group

Chris Wootton, Chief Financial Officer T. +44 344 245 9200

E. financial@frasers.group

Media Contact

Keith Bishop Associates, PR Advisors

Gary Thompson T. +44 7881 952441

E. gary@kbapr.com

White & Case LLP and Advokatfirmaet Schjødt AS serve as legal advisers, and Danske Bank A/S, Norwegian Branch serves as financial adviser and receiving agent, to Frasers.

About Frasers

Frasers started as a small store in Maidenhead in 1982 and from there, grew to become a global powerhouse. As the business evolved, 2019 saw the rebrand of Sports Direct International to Frasers Group plc; a reflection of the group's growth and change in market identity.

Led by Chief Executive Michael Murray, the business is set on a formidable upwards trajectory as it continues to expand with its pioneering approach to retail. Frasers provides consumers with access to the world's best Sports, Premium and Luxury brands with a vision to build the planet's most admired and compelling brand ecosystem.

As a leader in the industry, Frasers is committed to rethinking retail by driving digital innovation and providing unique store experiences to its consumers globally.