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Extraordinary general meeting of XXL ASA

At the extraordinary general meeting of XXL ASA on 6 November 2019, Folketrygdfondet voted against items 3, 4 and 5, for the following reasons:

Folketrygdfondet is concerned about equal treatment, and expects company boards to ensure transactions safefuard the interests of minority shareholders. Folketrygdfondet is of the view that the proposed issue of XXL shares entails unreasonable differential treatment of the minority shareholders. This is why we voted against the transaction and the proposed new board chair.
 
In our assessment, we have given weight to the fact that shareholders participating in the XXL share issue are being granted a significant discount relative to the latest quoted price. When a share issue is priced at a significant discount, this heightens the board’s responsibility to act carefully to ensure the equal treatment of all shareholders. This applies particularly to those shareholders who do not participate in the private placement, whose holdings will be diluted. Folketrygdfondet expects any subsequent repair issue to be arranged such that shareholders who did not participate in the private placement are given the best possible opportunity to maintain their relative stake in the company. The size of XXL’s repair issue is insufficient to ensure equal treatment.
 

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