JJB.L Regulatory News (JJB)

5 September 2011

JJB Sports plc (the "Company" or "JJB")

Equity Incentive Plan

The Board of JJB announces its intention to call a General Meeting to approve an Equity Incentive Plan that is designed to incentivise the Company's Directors and Senior Managers to execute the Company's ongoing turnaround plan successfully and share in the value that would be created in the process.

The Equity Incentive Plan will involve the grant of an award to acquire shares to each of Mike McTighe, Keith Jones, Dave Williams and David Adams all of whom are related parties for the purposes of the AIM Rules for Companies, as well as a number of senior managers within the Company. The terms of the Equity Incentive Plan are as follows:

·; The Equity Incentive Plan is designed to enable participants to receive new JJB shares worth in aggregate 20% of the growth in value of the Company in excess of a market capitalisation of £96.5 million (representing the total equity investment led by the Company's major shareholders as part of its restructuring) increasing by 5% per annum until vesting.

·; No new JJB shares will vest with management unless the Company's market capitalisation exceeds the hurdle of £96.5 million, but the plan design encourages participants to exceed the hurdle and furthermore to exceed a target market capitalisation of £193 million.

·; Notwithstanding this incentive, participants' gains will be capped so that they cannot in aggregate receive new JJB shares representing more than 15% of the Company's current issued ordinary share capital. This cap would only be achieved if the market capitalisation of the Company reached £490 million. At the target market capitalisation for the Company of £193 million under the Equity Incentive Plan, participants' gains would mean that they would receive new JJB shares representing approximately 7.2% of the Company's current issued ordinary share capital.

·; This scheme replaces all earlier long-term incentive plans. As part of this process, Keith Jones has voluntarily relinquished all of his entitlements to the 2009 option scheme.

Numis Securities Ltd ("Numis") acting in its role as nominated adviser to the Company has advised that the Equity Incentive Plan will constitute a related party transaction for the purposes of Rule 13 of the AIM Rules for Companies.

Sir Matthew Pinsent and Richard Bernstein, being two non-executive directors who will not have any beneficial interest in the Equity Incentive Plan, consider that, having consulted with Numis in its role as nominated adviser, the terms of the transaction are fair and reasonable insofar as its shareholders are concerned.

Richard Bernstein commented: "JJB is implementing its turnaround programme. As both a non-executive director and shareholder representative, I believe that it is now appropriate to align shareholders' interests with those entrusted to deliver on the turnaround. For these targets to be met, a very substantial share price increase will be required. That is the opportunity that I look forward to seeing realised."

Enquiries:

Numis Securities Ltd is acting as nominated adviser to the Company in connection with this transaction and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Numis Securities Ltd nor for providing advice in relation to this transaction.