XXL ASA – Notice of extraordinary general meeting in connection with the rights issue

NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG OR JAPAN, 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 July 2023: Reference is made to the stock exchange announcement made by XXL ASA (the "Company") on 14 July 2023 regarding the fully underwritten rights issue of NOK 500,000,000 (the "Rights Issue").

The Company hereby calls for an extraordinary general meeting to be held on Thursday 17 August 2023 at 10:00 hours (CEST) to resolve on (i) a share capital reduction by reduction of the nominal value of the shares from NOK 0.40 to NOK 0.10, which is subject to the Rights Issue being carried out at a subscription price lower than the current nominal value of the shares of NOK 0.40, (ii) the Rights Issue, and (iii) an authorisation to the Board to issue new shares as settlement of fees to the underwriters of the Rights Issue.

The subscription price for the new shares to be issued in the Rights Issue, and thus the final number of new shares, the exact amount of the share capital increase and whether the proposed share capital reduction will be required will be determined with reference to Norwegian and international market practice for rights issues and be proposed by the board of directors to the shareholders on 16 August 2023, and will be announced through a stock exchange announcement on the same day, and then be reflected in the final proposed resolutions to be voted on at the extraordinary general meeting. Votes and voting instructions cast at or in advance of the general meeting will thus apply for the final proposed resolutions.

The general meeting will be held electronically through Lumi AGM. 

The notice and agenda of the general meeting is attached to this stock exchange announcement, and will also be made available on the Company's webpage www.xxlasa.com/general-meetings

Further information about digital attendance to the meeting is included in the notice.

For further queries, please contact:

Investor Relations:

Tolle. O. R. Grøterud

Tel: +47 902 72 959

E-mail: ir@xxlasa.com

Press contact:

Andreas Nyheim

Tel: +47 952 11 779 

E-mail: presse@xxl.no

About XXL ASA:

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.

This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.