XXL

Share Issue/Capital Change • Mar 18, 2025

XXL ASA: Mandatory Offer

XXL ASA: Mandatory Offer

Reference is made to the announcement made by XXL ASA (the "Company") on 6 January 2025 regarding a fully underwritten rights issue (the "Rights Issue") of new shares at NOK 10.00 per share (the "Offer Shares"), raising gross proceeds of NOK 600 million. Reference is further made to the Company's announcement on 16 March 2025, regarding the final result of the Rights Issue.

According to the above, Frasers Group plc ("Frasers Group") was allocated 21,637,943 A-shares in the Rights Issue. In addition, 777,289 A-shares will be issued as compensation for Frasers Group's guarantee in the Rights Issue. As a result, Frasers Group will own a total of 28,776,451 A-shares, which will correspond to approximately 32.9% of all shares in the Company and approximately 40.8% of the voting A-shares after all shares related to the issue have been issued.

As a result, Frasers Group will on registration of the new share capital and delivery of the allocated shares cross the 1/3 threshold under Section 6-6 of the Norwegian Securities Trading Act, thereby triggering an obligation to make a bid for the remaining shares in the Company that it does not already own, in accordance with Chapter 6 of the Norwegian Securities Trading Act.

Frasers Group intends to make a mandatory offer for the shares of the Company not owned by Frasers Group as required by the Norwegian Securities Trading Act.