XXL

Major Shareholding Notification • Sep 8, 2015

XIN Holding Guernsey Limited contemplates sale of its remaining shares in XXL ASA

XIN Holding Guernsey Limited contemplates sale of its remaining shares in XXL ASA

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

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(INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE

OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF

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DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

XXL - XIN Holding Guernsey Limited contemplates sale

of its remaining shares in XXL ASA

Oslo, 8 September 2015: XIN Holding Guernsey Limited,

a subsidiary of EQT V Limited, contemplates the sale

of 19,465,041 million shares in XXL ASA ("XXL",

ticker "XXL"), representing its entire remaining

holding of shares in XXL (the "Sale"). The potential

Sale will be conducted by way of an accelerated

bookbuilt offering to institutional and other

professional investors only.

The bookbuilding process will commence immediately

following the publication of this announcement and

may be closed at short notice. A further announcement

will be made following pricing of the Sale.

As of today, XIN Holding Guernsey Limited owns

19,465,041 shares in XXL, representing 14.1% of the

share capital and voting rights in the company. XIN

Holding Guernsey Limited is represented by Anders

Misund on the board of directors of XXL.

XIN Holding Guernsey Limited has engaged ABG Sundal

Collier Norge ASA, Carnegie AS and Credit Suisse

Securities (Europe) Limited as joint bookrunners and

Nordea Markets, a part of Nordea Bank Norge ASA, as

manager in the Sale. Subject to customary exceptions,

XIN Holding Guernsey Limited will not make additional

sales of any remaining shares for 90 days without the

consent of the joint bookrunners if XIN Holding

Guernsey Limited does not sell all its shares in XXL

in the Sale.

This information is subject to the disclosure

requirements pursuant to section 4-2 of the Norwegian

Securities Trading Act.

Important Notice

This information is subject to the disclosure

requirements pursuant to section 5-12 of the

Norwegian Securities Trading Act.

These materials are not an offer for sale of

securities in the United States. The Shares (as

defined below) have not been, and will not be,

registered under the U.S. Securities Act of 1933, as

amended (the "Securities Act") and may not be sold in

the United States absent registration with the United

States Securities and Exchange Commission or an

exemption from registration under the Securities Act.

There will not be a public offering of the Shares in

the United States.

This announcement is not an offer of securities or

investments for sale nor a solicitation of an offer

to buy securities or investments in any jurisdiction

where such offer or solicitation would be unlawful.

No action has been taken that would permit an

offering of the securities or possession or

distribution of this announcement in any jurisdiction

where action for that purpose is required. Persons

into whose possession this announcement comes are

required to inform themselves about and to observe

any such restrictions. Any failure to comply with

these restrictions may constitute a violation of the

securities laws of any such jurisdiction.

In member states of the European Economic Area

("EEA") which have implemented the Prospectus

Directive (each, a "Relevant Member State"), this

announcement and any offer if made subsequently is

directed exclusively at persons who are "qualified

investors" within the meaning of the Prospectus

Directive ("Qualified Investors"). For these

purposes, the expression "Prospectus Directive" means

Directive 2003/71/EC (and amendments thereto,

including the 2010 PD Amending Directive, to the

extent implemented in a Relevant Member State), and

includes any relevant implementing measure in the

Relevant Member State and the expression "2010 PD

Amending Directive" means Directive 2010/73/EU.

In the United Kingdom this announcement is directed

exclusively at Qualified Investors (i) who have

professional experience in matters relating to

investments falling within Article 19(5) of the

Financial Services and Markets Act 2000 (Financial

Promotion) Order 2005, as amended (the "Order") or

(ii) who fall within Article 49(2)(A) to (D) of

the Order, and (iii) to whom it may otherwise

lawfully be communicated.

In connection with any offering of the shares of XXL

ASA (the "Shares"), the Bookrunners and any of their

affiliates acting as an investor for their own

account may take up as a principal position any

Shares and in that capacity may retain, purchase or

sell for their own account such Shares. In addition

the Bookrunners or their affiliates may enter into

financing arrangements and swaps with investors in

connection with which the Bookrunners (or their

affiliates) may from time to time acquire, hold or

dispose of Shares. The Bookrunners do not intend to

disclose the extent of any such investment or

transactions otherwise than in accordance with any

legal or regulatory obligation to do so.

The Bookrunners are acting on behalf of XIN Holding

Guernsey Limited and no one else in connection with

any offering of the Shares and will not be

responsible to any other person for providing the

protections afforded to clients of the Bookrunners or

for providing advice in relation to any offering of

the Shares.