XXL

Major Shareholding Notification • May 6, 2020

XXL ASA – Subscription and sale of subscription rights by primary insiders in the Share Issue

XXL ASA – Subscription and sale of subscription rights by primary insiders in the Share Issue

Oslo, Norway, 6 May 2020: Reference is made to the stock exchange announcement published by XXL ASA ("XXL" or the "Company", OSE ticker code "XXL") on 4 May 2020 regarding commencement of the subscription period for the fully underwritten share issue raising gross proceeds of approximately NOK 400 million through issuance of new shares in the Company (the "Offer Shares") at a subscription price of NOK 5.00 per Offer Share (the "Share Issue").

XXL has received notification of subscription in the Share Issue by the following primary insiders and close associates of primary insiders:

- Stein Eriksen, CFO in XXL ASA, has today subscribed for in total 14,848 Offer Shares by use of all his granted subscription rights. Following completion of the Share Issue, Stein Eriksen will hold 46,848 shares in the Company.

- Tom-Erik Kjønø, Buying Director in XXL ASA, has today subscribed for in total 95,120 Offer Shares, by use of all his granted subscription rights, through Kjønø Holding AS and Pappa Romeo Invest AS, which have subscribed for 92,800 Offer Shares and 2,320 Offer Shares respectively. Following completion of the Share Issue, Tom-Erik Kjønø will hold 300,120 shares in the Company of which Kjønø Holding AS will hold 292,800 shares and Pappa Romeo Invest AS will hold 7,320 shares.

- Espen Terland, IT Director in XXL ASA, has today subscribed for in total 12,026 Offer Shares, by use of all his granted subscription rights, through Maxan AS and a closely related party, which have subscribed for 11,636 Offer Shares and 390 Offer Shares respectively. Following completion of the Share Issue, Espen Terland will hold 37,945 shares in the Company including close associates of which Maxan AS will hold 36,714 shares and a closely related party will hold 1,231 shares.

The following primary insiders have today sold all their granted subscription rights

- Harald Borgen, Chief Procurement Officer in XXL ASA, has sold 22,596 subscription rights at NOK 4.12 per right. Harald Borgen holds 48,700 shares in the Company.

- Anders Kjellén, Retail Director in XXL ASA, has sold 9,048 subscription rights at NOK 4.56 per right. Anders Kjellén holds 19,500 shares in the Company.

- Tolle Grøterud, Chief of Staff in XXL ASA, has sold 22,335 subscription rights at NOK 4.29 per right through Andolini Holding AS. Tolle Grøterud holds 48,137 shares in the Company through Andolini Holding AS.

This information is subject to the disclosure requirements set out in section 4-2 of the Norwegian Securities Trading Act.

For further queries, please contact:

Investor Relations:

Tolle O. R. Grøterud

Tel: +47 90 27 29 59

E-mail: ir@xxlasa.com

About XXL

XXL is a leading sports retailer with stores and e-commerce in Norway, Sweden, Finland, Denmark and Austria. It is the largest among the major sports retailers in the Nordics. XXL pursues a broad customer appeal, offering a one stop shop experience with a wide range of products for sports, hunting, skiing, biking and other outdoor activities. XXL's concept is to have the largest stores with the best prices and the widest assortment of products, focusing on branded goods.

Important information

The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia). This release is an announcement issued pursuant to legal information obligations, and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "US Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act.

The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States.

Any offering of the securities referred to in this announcement is made by means of a prospectus. This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on prospectuses to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (as amended) as implemented in any Member State. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus. Copies of the prospectus is available from the Company's registered office and, subject to certain exceptions, on the websites of DNB Markets, a part of DNB Bank ASA (www.dnb.no/emisjoner) and Nordea Bank Abp, filial i Norge (www.nordeamarkets.com/xxl) (jointly, the "Managers").

Potential investors should read the prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the securities referred to in this announcement. The approval of the prospectus by the Norwegian Financial Supervisory Authority should not be understood as an endorsement of the securities offered or admitted to trading on the Oslo Stock Exchange.

The issue, subscription or purchase of shares in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assume any responsibility in the event there is a violation by any person of such restrictions. The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The Managers are acting for the Company and no one else in connection with the Share Issue and will not be responsible to anyone other than the Company providing the protections afforded to their respective clients or for providing advice in relation to the Share Issue and/or any other matter referred to in this release.

Forward-looking statements

This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.