XXL

Share Issue/Capital Change • Oct 3, 2014

XXL - Changes in share capital

XXL - Changes in share capital

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(INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE

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DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

XXL - Changes in share capital

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

exchange announcement from XXL ASA today on 3 October

2014 regarding the successful completion of the

bookbuilding period for the initial public offering

of the shares (the Offering) of XXL ASA (XXL, ticker:

XXL).

In connection with the completion of the Offering,

XXL has issued 29,659,822 new ordinary shares, each

with a par value of NOK 0.40, at a price of NOK 58 to

complete the restructuring of the company's share

capital, including (i) the redemption of the

Company's class C shares; (ii) a share capital

increase in which holders of class C shares

subscribed for new ordinary shares in which the

redemption amount received for the class C shares was

set off against the consideration for the new

ordinary shares; and (iii) a share capital increase

in which XIN Holding Guernsey Limited (an entity

controlled by EQT V Limited, advised by EQT Partners)

hereinafter referred to as "EQT V") subscribed for

new shares for an amount equal to the interest

portion of the Company's outstanding debt to EQT V

and the consideration payable for such ordinary

shares was settled by way of set off against EQT V's

entitlement to such interest amount.

The new shares have been legally and validly issued

and have been registered in the Norwegian Register of

Business Enterprises. Following the issuance of the

new shares, the share capital of XXL is NOK

47,166,601.20 consisting of 117,916,503 ordinary

shares with a par value of NOK 0.40 each.

This information is subject to the disclosure

requirements pursuant to section 5-12 of the

Norwegian Securities Trading Act.

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.