XXL

Related Party Transaction • May 18, 2020

XXL – IMPLEMENTATION OF INVESTMENT PROGRAM - MANDATORY NOTIFICATION OF TRADE

XXL – IMPLEMENTATION OF INVESTMENT PROGRAM - MANDATORY NOTIFICATION OF TRADE

Oslo, Norway, 18 May 2020: Reference is made to the stock exchange announcement published by XXL ASA ("XXL" or the "Company", OSE ticker code "XXL") on 7 January 2020 regarding establishment of a long term management investment program (the "Investment Program"). '

XXL has offered members of the management, key employees and certain board members to participate in the Investment Program, and such offer has been accepted by the primary insiders listed below and other management members. In the Investment Program, the participants will invest in shares in XXL Management Invest AS ("XMI"). XMI will subscribe for shares in XXL Sport & Villmark AS, a wholly owned subsidiary of XXL, at a calculated market price less an illiquidity discount to reflect a value reduction by reason of the lock-up undertaking referred to below.

The calculated market price for the shares in XXL Sport & Villmark AS is based on the volume weighted average XXL price for the XXL shares during the 10 trading days period ending on 15 May 2020 of NOK 9.64, adjusted for the assets and liabilities of XXL other than its shares in XXL Sport & Villmark AS. This entails a market price for all shares in XXL Sport & Villmark AS of NOK 1,579.5 million. The shares subscribed for by the participants in XMI and by XMI in XXL Sport & Villmark AS will be subject to a three-year lock-up (the "Lock-up") which entails an illiquidity discount of 25%.

The total investment of XMI in XXL Sport & Villmark AS will at the implementation of the Investment Program be in the total amount of NOK 61.1 million (after deduction of the illiquidity discount) and XMI will by that amount receive 32,480 ordinary shares in XXL Sport & Villmark AS, representing 4.91% of the total number of shares in that company following the issuance of new shares to XMI. XXL will provide XMI with a loan in the amount of NOK 40.8 million to fund a part of XMI’s investment in XXL Sport & Villmark AS while the remaining NOK 20.4 million will be contributed by the Investment Program participants.

The following primary insiders of XXL participate in the Investment Program:

- Pål Wibe, CEO of XXL, will through his wholly owned company Nordkronen II AS invest NOK 6.25 million in XMI, equal to 9,962 shares in XMI, which will provide him with an indirect ownership of 1.51% in XXL Sport & Villmark AS as part of the Investment Program. In addition, he owns 2,220,000 shares in XXL ASA through Nordkronen II AS.

- Stein Eriksen, CFO of XXL, will through his wholly owned company SAE Invest AS invest NOK 2 million in XMI, equal to 3,188 shares in XMI, which will provide him with an indirect ownership of 0.48% in XXL Sport & Villmark AS as part of the Investment Program. In addition, he owns 32,000 shares and 14,848 subscription rights in XXL ASA.

- Tolle Grøterud, Chief of Staff of XXL, will through his wholly owned company Andolini Holding AS invest NOK 2 million in XMI, equal to 3,188 shares in XMI, which will provide him with an indirect ownership of 0.48% in XXL Sport & Villmark AS as part of the Investment Program. In addition, he owns 48,137 shares through Andolini Holding AS and 70,481 share options in XXL ASA.

- André Sjåsæt, Chief Strategy and Business Development Officer of XXL, will through his wholly owned company Roxbury AS invest NOK 0.813 million in XMI, equal to 1,295 shares in XMI, which will provide him with an indirect ownership of 0.2% in XXL Sport & Villmark AS as part of the Investment Program

- Harald Borgen, Chief Procurement Officer of XXL, will through his wholly owned company IWIA AS invest NOK 0.75 million in XMI, equal to 1,195 shares in XMI, which will provide him with an indirect ownership of 0.18% in XXL Sport & Villmark AS as part of the Investment Program. In addition, he owns 48,700 shares and 70,481 share options in XXL ASA.

- Espen Terland, IT and Omni-channel Director of XXL, will through his wholly owned company Maxan AS invest NOK 0.75 million in XMI, equal to 1,195 shares in XMI, which will provide him with an indirect ownership of 0.18% in XXL Sport & Villmark AS as part of the Investment Program. In addition, he owns shares 11,636 subscription rights in XXL ASA through Maxan AS. A closely related party owns 841 shares and 390 subscription rights in XXL ASA. Consequently, Espen Terland owns 25,919 shares and 12,026 subscription rights in XXL ASA including closely related parties. Espen Terland holds 70,481 share options in XXL ASA.

- Anders Kjellén, Retail Director of XXL, will through his wholly owned company AGDK Holding AS invest NOK 0.5 million in XMI, equal to 797 shares in XMI, which will provide him with an indirect ownership of 0.12% in XXL Sport & Villmark AS as part of the Investment Program. In addition, he owns 19,500 shares in XXL ASA and 70,481 share options in XXL ASA.

- Ronny Blomseth, Board Member of XXL, will invest NOK 0.5 million in XMI, equal to 797 shares in XMI, which will provide him with an indirect ownership of 0.12% in XXL Sport & Villmark AS as part of the Investment Program. In addition, he owns 231,266 shares 107,307 and subscription rights in XXL ASA and has subscribed for in total 185,000 Offer Shares in the upcoming placement.

- Kjersti Hobøl, Board Member of XXL, will through her wholly owned company Hobøl Invest AS invest NOK 0.5 million in XMI, equal to 797 shares in XMI, which will provide her with an indirect ownership of 0.12% in XXL Sport & Villmark AS as part of the Investment Program.

- Maria Aas-Eng, Board Member of XXL, will through her wholly owned company Pennypacker Inc AS invest NOK 0.5 million in XMI, equal to 797 shares in XMI, which will provide her with an indirect ownership of 0.12% in XXL Sport & Villmark AS as part of the Investment Program. In addition, she owns 24,000 shares in XXL ASA through Art Vandelay Industries AS.

The participation in the Investment Program by board members is subject to the approval by the annual general meeting of XXL on 4th June 2020.

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