XXL

Major Shareholding Notification • May 5, 2015

XXL - XIN Holding Guernsey Limited sells 19.4 million shares in XXL ASA

XXL - XIN Holding Guernsey Limited sells 19.4 million shares in XXL ASA

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 - XIN Holding Guernsey Limited sells 19.4

million shares in XXL ASA

Oslo, 5 May 2015: Reference is made to the stock

exchange announcement on 5 May 2015 regarding the

potential sale by XIN Holding Guernsey Limited, a

subsidiary of EQT V Limited, of approximately 19.4

million shares in XXL ASA ("XXL", ticker "XXL").

XIN Holding Guernsey Limited has today sold

19,400,000 shares in XXL, representing 14% of the

share capital and voting rights in XXL, by way of an

accelerated bookbuilt offering to institutional and

other professional investors. The shares were sold

at a price of NOK 80 per share.

By this transaction, XIN Holding Guernsey Limited's

shareholding in XXL is reduced from 28.1% to 14.1%.

Following the transaction, XIN Holding Guernsey

Limited owns 19,465,041 shares in XXL. XIN Holding

Guernsey Limited is represented by Anders Misund on

the board of directors of XXL.

ABG Sundal Collier Norge ASA and Goldman Sachs

International are bookrunners for the transaction.

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.