XXL ASA – Disclosure of large shareholding

Reference is made to the stock exchange announcement made by XXL ASA (the "Company") on 6 September 2023 regarding the allocation of shares in the fully underwritten rights issue of 1,250,001,065 new shares in the Company, each with a nominal value of NOK 0.40, at a subscription price of NOK 0.40 per share (the "Rights Issue").

In connection with the Rights Issue, Altor Invest 5 AS was allocated a total of 308,544,022 new shares, of which 209,494,517 will be ordinary shares and 99,049,505 will be unlisted non-voting class B shares, and Altor Invest 6 AS was allocated a total of 308,544,032 new shares, of which 209,494,528 will be ordinary shares and 99,049,504 will be unlisted non-voting class B shares.

In addition, Altor Invest 5 AS and Altor Invest 6 AS will receive 14,797,009 and 14,797,011 new underwriting commission shares, respectively, of which 1,982,680 and 1,982,681 underwriting commission shares will be existing ordinary shares, 2,287,319 and 2,287,320 underwriting commission shares, respectively, will be new ordinary shares and 10,527,010 and 10,527,010 underwriting commission shares, respectively, will be new unlisted non-voting class B shares.

Subject to the completion of the Rights Issue and delivery of underwriting commission shares, Altor Invest 5 AS will own 386,836,507 shares, of which 277,259,992 ordinary shares and 109,576,515 unlisted non-voting class B shares, representing 16.67% of the votes and 23.25% of the capital in the Company. Altor Invest 6 AS will own 386,836,522 shares, of which 277,260,008 ordinary shares and 109,576,514 unlisted non-voting class B shares, representing 16.67% of the votes and 23.25% of the capital in the Company.

Subject to the completion of the Rights Issue and delivery of underwriting commission shares, each of Altor Invest 5 AS and Altor Invest 6 AS will exceed the disclosure threshold of 20% of the capital of the Company.

Subject to the completion of the Rights Issue and delivery of underwriting commission shares, Altor Invest 5 AS and Altor Invest 6 AS will jointly own 773,673,029 shares, of which 554,520,000 ordinary shares and 219,153,029 unlisted non-voting class B shares, representing 33.3330% of the votes and 46.51% of the capital in the Company. Subject to the completion of the Rights Issue and issuance of the new shares, Altor Invest 5 AS and Altor Invest 6 AS will jointly exceed the disclosure threshold of 1/3 of the capital of the Company.

This disclosure is made pursuant to section 4-2 of the Norwegian Securities Trading Act.