XXL

Share Issue/Capital Change • Oct 3, 2014

XXL ASA - Stabilisation and over-allotment option notice

XXL ASA - Stabilisation and over-allotment option notice

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 - Stabilisation and over-allotment option

notice

Oslo, 3 October 2014. Reference is made to the stock

exchange announcement published earlier today, 3

October 2014, in which XXL ASA ("XXL", the "Company",

ticker code: "XXL") announced the successful

completion of the bookbuilding period for its initial

public offering (the "Offering").

ABG Sundal Collier Norge ASA (the "Stabilisation

Manager") may, on behalf of the Joint Lead

Bookrunners for the Offering, engage in stabilisation

activities of the shares of XXL from today 3 October

2014 to and including 2 November 2014

(the "Stabilisation Period"). The stabilisation

transactions are aimed to support the market price of

the shares of XXL.

In connection with the Offering, the Joint Lead

Bookrunners have over-allotted to the applicants in

the Offering 6,847,826 shares in the Company, which

equals approximately 15% of the number of shares sold

in the Offering before over-allotments. In order to

permit the delivery in respect of over-allotments

made, the Stabilisation Manager has been granted the

option, on behalf of the Managers, to borrow a number

of shares in the Company equal to the number of

shares over-allotted from XIN Holding Guernsey

Limited ("EQT" or the "Lead Selling Shareholder").

For further details on the Offering, please refer to

the stock exchange announcement of 3 October 2014

issued by XXL.

Further, the Stabilisation Manager, on behalf of the

Managers, has been granted an over-allotment option

(the "Over-Allotment Option") by the Lead Selling

Shareholder which entitles the Managers, at the

request of the Stabilisation Manager, to purchase

from the Selling Shareholder up to 6,847,826 shares

in XXL at a price per share of NOK 58 (the "Offer

Price"), which is equal to the offer price in the

Offering. The Over-Allotment Option may be exercised

at any time and from time to time, in whole or in

part, during the Stabilisation Period, which

commences on 3 October 2014 and ends on 2 November

2014. The Stabilisation Manager may close out the

short position created by over-allotting shares by

buying shares in the open market through

stabilisation activities and/or by exercising the

Over-Allotment Option.

The Stabilisation Manager (or persons acting on

behalf of the Stabilisation Manager) may effect

transactions that stabilise or maintain the price of

the shares of XXL at a level higher than that which

might otherwise prevail, by buying shares in XXL or

associated instruments in the open market at prices

equal to or lower than (but not above) the Offer

Price. However, there is no obligation on the

Stabilisation Manager (or any person acting on behalf

of the Stabilisation Manager) to do so. Moreover,

there is no assurance that the Stabilisation Manager

(or persons acting on behalf of the Stabilisation

Manager) will undertake stabilisation activities. If

stabilisation activities are undertaken they may be

stopped at any time, and must be brought to an end

upon or before the expiry of the Stabilisation

Period.

Within one week after the end of the Stabilisation

Period, the Stabilisation Manager and the Company

will jointly publish a statement through the

information system of the Oslo Stock Exchange under

the Company's ticker with information as to whether

or not any stabilisation activities have been

undertaken, including the date at which stabilisation

started, the date at which stabilisation last

occurred, and the price range within which

stabilisation was carried out for each of the dates

during which stabilisation transactions were carried

out.

Any stabilisation activities will be conducted in

accordance with Section 3-12 of the Norwegian

Securities Trading Act and Commission Regulation (EC)

No. 2273/2003 implementing Directive 2003/6/EC of the

European Parliament and of the Council as regards

exemptions for buy-back programmes and stabilisation

of financial instruments.

For further details see the prospectus dated 22

September 2014 issued by XXL in connection with the

Offering and the listing of its shares on the Oslo

Stock Exchange.

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.