XXL Announces Terms in the Initial Public Offering

DISCLAIMER – IMPORTANT

THE FOLLOWING PAGES INCLUDE INFORMATION PERTAINING TO THE INITIAL PUBLIC OFFERING OF SHARES OF XXL ASA. ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBPAGE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY AND ONLY TO PERSONS IN CERTAIN JURISDICTIONS AS DESCRIBED BELOW.

THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY PERSONS LOCATED IN THE UNITED STATES, AUSTRALIA, CANADA AND JAPAN AND IF YOU ARE IN ONE OF THOSE JURISDICTIONS, YOU SHOULD NOT ACCESS ANY OF THESE MATERIALS.

Please read this notice carefully - it applies to all persons who view this webpage. Please note that the disclaimer set out below may be altered or updated. You should read it in full each time you visit the site.

Overseas Persons

Viewing the materials you seek to access may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of persons may be allowed to view these materials. All persons resident outside Norway who wish to view these materials must first ensure that they are not subject to any local laws or regulations that prohibit or restrict their right to access this webpage or require registration or approval for any acquisition of Securities (as defined below) by them. No such registration or approval has been obtained outside of Norway. Neither EQT nor XXL ASA assumes responsibility if there is a violation of application law or regulation by any person.

In particular, unless otherwise determined by XXL ASA (the “Company”) and permitted by applicable law and regulation, it is not intended, subject to certain exceptions, that any offering of the securities mentioned in these materials by the Company would be made, or any documentation be sent, directly or indirectly, in or into, the United States, Australia, Canada and Japan.

These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for shares or other securities of XXL ASA (the “Securities”) in the United States, Australia, Canada or Japan or in any jurisdiction in which such offer or solicitation would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The Securities mentioned herein have not been and will not be registered under the U.S. Securities Act of 1933 (the "U.S. Securities Act"), and may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. There will be no public offering of the Securities in the United States. The Securities mentioned herein will not be registered under or offered in compliance with applicable securities laws of any state, province, territory, county or jurisdiction of Australia and Canada. Accordingly, unless an exemption under the relevant securities law is applicable, the Securities may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into Australia and Canada or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration thereof in, such jurisdiction.

The Company has not authorised any offer to the public of Securities in any Member State of the European Economic Area other than Norway. With respect to any Member State of the European Economic Area, other than Norway, and which has implemented the Prospectus Directive (each a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of Securities requiring publication of a prospectus in any Relevant Member State. As a result, the Securities may only be offered in Relevant Member States (i) to any legal entity which is a qualified investor as defined in the Prospectus Directive; or (ii) in any other circumstances falling within Article 3(2) of the Prospectus Directive. For the purpose of this paragraph, the expression "offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable the investor to decide to exercise, purchase or subscribe for the securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State.

This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

No action has been taken by the Company that would permit an offer of Securities or the possession or distribution of these materials or any other offering or publicity material relating to such Securities in any jurisdiction where action for that purpose is required. If you are not permitted to view materials on this webpage or are in any doubt as to whether you are permitted to view these materials, please exit this webpage.

Basis of access

Access to electronic versions of these materials is being made available on this webpage by the in good faith and for information purposes only. Any person seeking access to this webpage represents and warrants that they are doing so for information purposes only. Making press announcements and other documents available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy Securities in the Company. Further, it does not constitute a recommendation by the Company or any other party to sell or buy Securities in the Company.

Confirmation of understanding and acceptance of disclaimer

Electronic versions of these materials are not directed at or accessible by persons located in the United States, Australia, Canada and Japan or any other restricted jurisdiction.

By clicking on the “Agree” button, I certify that I am not located in the United States, Australia, Canada and Japan or any other jurisdiction except to the extent permitted in the next sentence.  Furthermore, by clicking on the “Agree” button, I certify that I am:

(i)            a resident of and physically present in Norway; or

(ii)           a resident of and physically present in a Member State of the European Economic Area (other than Norway) having implemented Directive 2003/71/EC (as amended from time to time and as implemented in any relevant Member State of the European Economic Area) and that I am either:

(a)             a qualified investor as defined in Directive 2003/71/EC; or

(b)             otherwise authorized to access this information pursuant to applicable laws or regulations.

I have read and understood the disclaimer set out above. I understand that it may affect my rights. I agree to be bound by its terms. By clicking on the “Agree” button, I confirm that I am permitted to proceed to electronic versions of these materials.

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