XXL

Share Issue/Capital Change • Oct 3, 2014

XXL ASA - Conditional trading in the shares of XXL from 3 October 2014

XXL ASA - Conditional trading in the shares of XXL from 3 October 2014

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR

INDIRECTLY, TO U.S. NEWS WIRE SERVICES OR FOR

DISSEMINATION IN OR INTO THE UNITED STATES OF AMERICA

(INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE

OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF

COLUMBIA) (THE UNITED STATES), AUSTRALIA, CANADA OR

JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE

DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

XXL ASA - Conditional trading in the shares of XXL

from 3 October 2014

Oslo, 3 October 2014. Trading in the shares of XXL

ASA ("XXL", the "Company", OSE ticker code: "XXL") on

the Oslo Stock Exchange will commence on an "if

sold/if issued" basis on 3 October 2014 and

unconditional trading in the shares is expected to

commence on 8 October 2014. In the period from and

including 3 October 2014 to and including 7 October

2014 at 18:00 hours (CET), all trading in the shares

of XXL will be conditional upon (i) the force majeure

events listed below not occurring and (ii) no

termination of the Purchase Agreement upon a default

by a Manager or Managers as described below.

The Managers have the right to terminate the Purchase

Agreement prior to 18:00 hours (CET) on 7 October

2014, on basis of force majeure if any of the

following events occurs:

(i) a suspension or material limitation in

trading in securities generally on the Oslo Stock

Exchange, the New York Stock Exchange or the London

Stock Exchange;

(ii) a general moratorium on commercial banking

activities declared by the federal, state or local

regulatory authorities of Norway, the United Kingdom

or any other member State of the European Union or

the United States, or a material disruption in

commercial banking or securities settlement or

clearance services in Norway, the United Kingdom or

any other member State of the European Union or the

United States;

(iii) an outbreak or escalation of hostilities or

acts of terrorism involving Norway, the United

Kingdom or any other member State of the European

Union or the United States or a declaration by

Norway, the United Kingdom or any other member State

of the European Union or the United States of a

national emergency or war; or

(iv) any other calamity or crisis or any material

adverse change in financial, political or economic

conditions in Norway, the United Kingdom or any other

member State of the European Union or the United

States,

if the effect of any such event specified in clauses

(i) through (iv) above makes it impossible or

inadvisable, in the judgment of the Joint Global

Coordinators acting in good faith, taking into

account general market conditions as a result of such

events and the interest of investors in the Shares,

to proceed with the Offering or the delivery of the

Offer Shares on the terms and in the manner

contemplated in the Prospectus.

Further, the Purchase Agreement may be terminated

prior to 18:00 hours (CET) on 7 October 2014, upon a

default by a Manager or Managers to purchase the

number of Offer Shares it agreed to purchase under

the Purchase Agreement provided that the number of

such shares exceeds 10% of the total number of Offer

Shares the Managers are obligated to purchase under

the Purchase Agreement and arrangements satisfactory

to the Joint Global Coordinators, the Company and the

Lead Selling Shareholder for the purchase of such

Offer Shares are not made prior to such time.

Should the Managers invoke the termination provisions

at or prior to commencement of unconditional trading

(expected to take place on 8 October 2014), any

trades in the Shares carried out in the period will

be cancelled and such trades will accordingly not be

settled.

The Managers may not invoke the termination

provisions after 18:00 hours (CET) on 7 October

Should the Purchase Agreement be terminated, any

trades in the shares carried out in the period

including clearing transactions and, as the case may

be, any settlement and settlement transactions made

for trading in the shares, will be cancelled. In such

case, any payments for the shares will be returned

without interest or other compensation.

Investors wanting to trade in their allocated shares

through an internet account prior to commencement of

the unconditional trading may be prevented from such

trading until the shares are registered on the

investors' VPS account following settlement of the

Offering. Investors wanting to trade in their

allocated shares through an internet account prior to

commencement of unconditional trading are therefore

urged to confirm the possibility of this with their

own account operator.

ABG Sundal Collier and Goldman Sachs International

are acting as Joint Global Coordinators for the

Offering. Carnegie AS and Credit Suisse, together

with the Joint Global Coordinators, are acting as

Joint Bookrunners for the Offering. DNB Markets is

acting as Joint Lead Manager for the Offering. The

Joint Bookrunners and the Joint Lead Manager are

herein referred to as the "Managers".

For further queries, please contact:

Mr. Tolle Grøterud, Investor Relations, XXL

+47 902 72 959 / tolle.g@xxl.no

About XXL ASA

XXL is a leading sports retailer with stores and e

commerce in Norway, Sweden and Finland. It is the

fastest growing among the major sports retailers in

the Nordic. 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 lowest prices and the

widest assortment of products, focusing on branded

goods.

Important Notice

This announcement is not and does not form a part of

any offer to sell, or a solicitation of an offer to

purchase, any securities of the Company.

Copies of this announcement are not being made and

may not be distributed or sent into the United

States, Australia, Canada, Japan or any other

jurisdiction in which such distribution would be

unlawful or would require registration or other

measures.

The securities referred to in this announcement have

not been and will not be registered under the U.S.

Securities Act of 1933, as amended (the Securities

Act), and accordingly may not be offered or sold in

the United States absent registration or an

applicable exemption from the registration

requirements of the Securities Act and in accordance

with applicable U.S. state securities laws. The

Company does not intend to register any part of the

offering in the United States or to conduct a public

offering of securities in the United States. Any sale

in the United States of the securities mentioned in

this announcement will be made solely to qualified

institutional buyers as defined in Rule 144A under

the Securities Act.

Any offering of the securities referred to in this

announcement will be made by means of a prospectus.

This announcement is not a prospectus for the

purposes of Directive 2003/71/EC (as amended,

together with any applicable implementing measures in

any Member State, the Prospectus Directive).

Investors should not subscribe for any securities

referred to in this announcement except on the basis

of information contained in a prospectus.

In any EEA Member State that has implemented the

Prospectus Directive, this communication is only

addressed to and is only directed at qualified

investors in that Member State within the meaning of

the Prospectus Directive.

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.

Matters discussed in this announcement may constitute

forward looking statements. Forward looking

statements are statements that are not historical

facts and may be identified by words such as believe,

expect, anticipate, strategy, intends, estimate,

will, may, continue, should and similar expressions.

The forward looking statements in this release are

based upon various assumptions, many of which are

based, in turn, upon further assumptions. Although

the Company believes that these assumptions were

reasonable when made, these assumptions are

inherently subject to significant known and unknown

risks, uncertainties, contingencies and other

important factors which are difficult or impossible

to predict and are beyond its control. Actual events

may differ significantly from any anticipated

development due to a number of factors, including

without limitation, changes affecting the Company's

opening of new stores and net sales, changes

affecting the Company's gross margin, changes in

competition levels, changes in the Company's ability

to manage inventory levels, changes affecting net

sales, such as variations caused by weather and

seasonality, changes affecting personnel expenses and

other operating expenses, such as premises costs and

marketing costs, changes in laws and regulation and

the potential impact of legal proceedings and

actions. Such risks, uncertainties, contingencies and

other important factors could cause actual events to

differ materially from the expectations expressed or

implied in this release by such forward looking

statements. The Company does not guarantee that the

assumptions underlying the forward looking statements

in this presentation are free from errors nor does it

accept any responsibility for the future accuracy of

the opinions expressed in this presentation or any

obligation to update or revise the statements in this

presentation to reflect subsequent events. You should

not place undue reliance on the forward looking

statements in this document.

The information, opinions and forward looking

statements contained in this announcement speak only

as at its date, and are subject to change without

notice. The Company does not undertake any

obligation to review, update, confirm, or to release

publicly any revisions to any forward looking

statements to reflect events that occur or

circumstances that arise in relation to the content

of this announcement.

The Managers are acting exclusively for the Company

and the Selling Shareholders and no one else in

connection with the Offering and assume no

responsibility for this announcement.

None of the Managers or any of their respective

directors, officers, employees, advisers or agents

accepts any responsibility or liability whatsoever

for/or makes any representation or warranty, express

or implied, as to the truth, accuracy or completeness

of the information in this announcement (or whether

any information has been omitted from the

announcement) or any other information relating to

the Selling Shareholders or the Company, its

subsidiaries or associated companies, whether

written, oral or in a visual or electronic form, and

howsoever transmitted or made available or for any

loss howsoever arising from any use of announcement

or its contents or otherwise arising in connection

therewith.