NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTOTHE UNITED STATES OF AMERICA ,AUSTRALIA ,CANADA ,HONG KONG ORJAPAN , 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 ,27 May 2020 : Reference is made to previous stock exchange announcements made byXXL ASA ("XXL" or the "Company", OSE ticker code "XXL") regarding the fully underwritten share issue raising gross proceeds of approximatelyNOK 400 million through issuance of 80,007,247 new shares in the Company, each with a nominal value ofNOK 0.40 , (the "Offer Shares ") at a subscription price ofNOK 5.00 per Offer Share (the "Share Issue"). The share capital increase pertaining to the Share Issue has today been registered with theNorwegian Register ofBusiness Enterprises (Nw. Foretaksregisteret). The Company's new share capital isNOK 100,974,663.20 , comprising in total 252,436,658 shares, each with a nominal value ofNOK 0.40 . The Offer Shares will be listed on theOslo Stock Exchange from issuance in theCentral Securities Depository (VPS), and will be tradeable from28 May 2020 . For further queries, please contact: 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 inNorway ,Sweden ,Finland ,Denmark andAustria . 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. This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. Important information The release is not for publication or distribution, in whole or in part directly or indirectly, in or intoAustralia ,Canada ,Japan orthe United States (including its territories and possessions, any state ofthe United States and theDistrict 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, inthe 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 inthe 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 inthe United States or to conduct a public offering of the securities inthe United States . Copies of this announcement are not being made and may not be distributed or sent intoAustralia ,Canada ,Japan orthe 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 theEuropean Parliament and of the Council of14 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 ofDNB Markets , a part ofDNB Bank ASA (www.dnb.no/emisjoner) andNordea 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 theNorwegian Financial Supervisory Authority should not be understood as an endorsement of the securities offered or admitted to trading on theOslo 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.
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