XXL

Remuneration Information • Feb 20, 2018

XXL ASA - Share incentive programs and issue of new shares

XXL ASA - Share incentive programs and issue of new shares

1. Exercise of share option program from 2015

Reference is made to the stock exchange announcement of 14 February 2018 and the exercise window for vesting share options from 2015 that closed today 20 February 2018. Employees in XXL ASA have exercised 583,954 options. Following the share option exercise, the Board of Directors, pursuant to authorization granted by the Annual General Meeting on 7 June 2017, has decided to increase the share capital by NOK 233,581.60 by issuing 583,954 new shares, of par value NOK 0.40.

Following the increase, the share capital is NOK 55,638,430.80 divided into 139,096,077 shares. The option exercise price is NOK 70.08.

The following primary insiders have exercised share options on 20 February 2018:

- Fredrik Steenbuch, CEO, has exercised 41,711 share options, corresponding to 41,711 shares at the strike price of NOK 70.08.

- Anders Fjeld, Concept Development Director, has exercised 41,711 share options, corresponding to 41,711 shares at the strike price of NOK 70.08.

- Toni Stigzelius, COO Heart of Europe and Managing Director Finland, has exercised 41,711 share options, corresponding to 41,711 shares at the strike price of NOK 70.08.

- Krister Pedersen, CFO, has exercised 41,711 share options, corresponding to 41,711 shares at the strike price of NOK 70.08.

- Espen Terland, IT Director, has exercised 41,711 share options, corresponding to 41,711 shares at the strike price of NOK 70.08.

- Tolle O. R. Grøterud, Business Development and IR Director, has exercised 41,711 share options, corresponding to 41,711 shares at the strike price of NOK 70.08.

- Harald Borgen, Supply chain and Process Improvement Director, has exercised 41,711 share options, corresponding to 41,711 shares at the strike price of NOK 70.08.

- Geir Nielsen, Central Warehouse Director, has exercised 41,711 share options, corresponding to 41,711 shares at the strike price of NOK 70.08.

- Lars Rugaas, Nordic Purchasing Director, has exercised 41,711 share options, corresponding to 41,711 shares at the strike price of NOK 70.08.

- Janicke Blomsnes, Managing Director Sweden, has exercised 41,711 share options, corresponding to 41,711 shares at the strike price of NOK 70.08.

- Tommi Jylha-Vuorio, E-commerce Director, has exercised 41,711 share options, corresponding to 41,711 shares at the strike price of NOK 70.08.

- Tom Erik Kjønø, Purchasing Director Europe, has exercised 41,711 share options, corresponding to 41,711 shares at the strike price of NOK 70.08.

On 20 February 2018, all the above primary insiders transferred the rights to receive shares resulting from the exercise of share options to a third party. The sales amount will be finally determined on the basis of the price subsequently obtained by the third party when selling the shares in the market. Still, primary insiders cannot be held liable for losses incurred by the third party if the shares are later sold below the strike price. Final compensation for the transferred rights will be reported to Oslo Stock Exchange when know.

2. Share option program - 2018 grant

Reference is made to the stock exchange announcement of 14 February 2018 and the resolution to implement a share option scheme for the executive management team and certain other key employees made by the Annual General Meeting in XXL ASA on 7 June 2017.

The strike price has been set to NOK 90.19 based on the volume weighted average share price of XXL's shares on the Oslo Stock Exchange during the last five trading days (14 February to 20 February 2018), and a total of 1,268,656 share options were granted. The share options are exercisable three years after the grant date (20 February 2018) subject to key performance criteria (EBITDA-target) being met and subject to the option holder being employed in XXL at the date of the exercise.

The theoretical value of the share option program is NOK 22.4 million, calculated according to the Black-Scholes model.

The following primary insiders have according to the above mentioned program been granted share options on 20 February 2018:

- Fredrik Steenbuch, CEO, has been awarded 70,481 share options, corresponding to 70,481 shares at the strike price of NOK 90.19.

- Anders Fjeld, Concept Development Director, has been awarded 70,481 share options, corresponding to 70,481 shares at the strike price of NOK 90.19.

- Toni Stigzelius, COO Heart of Europe and Managing Director Finland, has been awarded 70,481 share options, corresponding to 70,481 shares at the strike price of NOK 90.19.

- Krister Pedersen, CFO, has been awarded 70,481 share options, corresponding to 70,481 shares at the strike price of NOK 90.19.

- Espen Terland, IT Director, has been awarded 70,481 share options, corresponding to 70,481 shares at the strike price of NOK 90.19.

- Tolle O. R. Grøterud, Business Development and IR Director, has been awarded 70,481 share options, corresponding to 70,481 shares at the strike price of NOK 90.19.

- Harald Borgen, Supply chain and Process Improvement Director, has been awarded 70,481 share options, corresponding to 70,481 shares at the strike price of NOK 90.19.

- Geir Nielsen, Central Warehouse Director, has been awarded 70,481 share options, corresponding to 70,481 shares at the strike price of NOK 90.19.

- Lars Rugaas, Nordic Purchasing Director, has been awarded 70,481 share options, corresponding to 70,481 shares at the strike price of NOK 90.19.

- Janicke Blomsnes, Managing Director Sweden, has been awarded 70,481 share options, corresponding to 70,481 shares at the strike price of NOK 90.19.

- Tommi Jylha-Vuorio, E-commerce Director, has been awarded 70,481 share options, corresponding to 70,481 shares at the strike price of NOK 90.19.

- Tom Erik Kjønø, Purchasing Director Europe, has been awarded 70,481 share options, corresponding to 70,481 shares at the strike price of NOK 90.19.

- Jarle Bråten, Marketing Director Group, has been awarded 70,481 share options, corresponding to 70,481 shares at the strike price of NOK 90.19.

- Anders Kjellen, Managing Director Norway, has been awarded 70,481 share options, corresponding to 70,481 shares at the strike price of NOK 90.19.

- Ulf Bjerknes, COO, has been awarded 70,481 share options, corresponding to 70,481 shares at the strike price of NOK 90.19.

- Patrick Verwilligen, Managing Director Austria, has been awarded 70,481 share options, corresponding to 70,481 shares at the strike price of NOK 90.19.

3. New holdings

The following primary insiders have after the above mentioned (i) share option exercise of program from 2015, (ii) the transfer of rights to receive shares and (iii) the share option grant in 2018, the following number of shares and share options in XXL ASA:

- Fredrik Steenbuch, CEO, holds 2,624,566, shares and 162,623 share options in XXL ASA including ownership of closely related parties.

- Anders Fjeld, Concept Development Director, holds 1,365,079 shares and 162,623 share options in XXL ASA including ownership of closely related parties.

- Toni Stigzelius, COO Heart of Europe and Managing Director Finland, holds 70,000 shares and 162,623 share options in XXL ASA including ownership of closely related parties.

- Krister Pedersen, CFO, holds 280,000 shares and 162,623 share options in XXL ASA including ownership of closely related parties.

- Espen Terland, IT Director, holds 145,919 shares and 162,623 share options in XXL ASA including ownership of closely related parties.

- Tolle O. R. Grøterud, Business Development and IR Director, holds 48,137 shares and 162,623 share options in XXL ASA including ownership of closely related parties.

- Harald Borgen, Supply chain and Process Improvement Director, holds 40,000 shares and 162,623 share options in XXL ASA including ownership of closely related parties.

- Geir Nielsen, Central Warehouse Director, holds 2,567,219 shares and 162,623 share options in XXL ASA including ownership of closely related parties.

- Lars Rugaas, Nordic Purchasing Director, holds 43,812 shares and 162,623 share options in XXL ASA including ownership of closely related parties.

- Janicke Blomsnes, Managing Director Sweden, holds 19,466 shares and 162,623 share options in XXL ASA including ownership of closely related parties.

- Tommi Jylha-Vuorio, E-commerce Director, holds 15,000 shares and 162,623 share options in XXL ASA including ownership of closely related parties.

- Tom Erik Kjønø, Purchasing Director Europe, holds 394,901 shares and 162,623 share options in XXL ASA including ownership of closely related parties.

- Jarle Bråten, Marketing Director Group, holds 126,800 shares and 133,948 share options in XXL ASA including ownership of closely related parties.

- Anders Kjellen, Managing Director Norway, holds 133,948 share options in XXL ASA including ownership of closely related parties.

- Ulf Bjerknes, COO, holds 70,481 share options in XXL ASA including ownership of closely related parties.

- Patrick Verwilligen, Managing Director Austria, holds 133,948 share options in XXL ASA including ownership of closely related parties.

4. Exercise of restricted share units from 2015

Reference is made to the stock exchange announcement of 14 February 2018 and the exercise window for vesting restricted share units from 2015 that closed today 20 February 2018. Employees in XXL ASA have exercised 86,310 restricted share units. The value of the restricted share units are set at NOK 90.60. Following this the Board of Directors, pursuant to authorization granted by the Annual General Meeting on 7 June 2017, has decided to transfer 86,310 of its own shares to the employees. Subsequently XXL ASA will hold 231,690 own shares after this.

The following primary insiders have exercised restricted shares units on 20 February 2018 and have after this the following number of shares and restricted share units in XXL ASA:

- Morten Fuglum, Group Controller, has exercised 908 restricted share units, corresponding to 908 shares. Following this he holds 27,169 shares and 1,709 restricted share units in XXL ASA including ownership of closely related parties.

- Leidulf Holand, Business Controller, has exercised 980 restricted share units, corresponding to 980 shares. Following this he holds 73,228 shares and 1,814 restricted share units in XXL ASA including ownership of closely related parties.

- Karete Kvisle, Head of Accounting, has exercised 1,121 restricted share units, corresponding to 1,121 shares. Following this she holds 5,996 shares and 1,983 restricted share units in XXL ASA including ownership of closely related parties.

- Kristina Fossum, Controller, has exercised 700 restricted share units, corresponding to 700 shares. Following this she holds 1,044 shares and 1,375 restricted share units in XXL ASA including ownership of closely related parties.

5. Restricted share units - 2018 grant

Reference is made to the stock exchange announcement of 14 February 2018 and the resolution to implement a program of restricted share units for employees made by the Annual General Meeting in XXL ASA on 7 June 2017.

The strike price has been set to NOK 90.19, based on the volume weighted average share price of XXL's shares on the Oslo Stock Exchange during the five trading days from 14 February to 20 February 2018. In total around 78,000 restricted share units will be granted to employees and the final allocation will be available and disclosed soon. The shares will vest after three years subject to the holder at the time of exercise is employed in XXL.

For further queries, please contact:

Tolle O. R. Grøterud

Investor Relations, XXL ASA

Tel: +47 90 27 29 59

E-mail: ir@xxlasa.com

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 and the fastest growing among the major sports retail chains in the World. 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 disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act