Groupe GO Sport launches a share capital increase of €30 million, with upholding of the shareholders’ preferential subscription right, underwritten by its main shareholder Rallye

Regulatory News:

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Groupe Go Sport (Paris:GSP)("the Company”) launches today a share capital increase with upholding of the shareholders’ preferential subscription right ("PSR”) for a gross amount of €30.2 million and underwritten by its main shareholder, Rallye (as defined hereafter).

This share capital increase aims at (i) financing the investment plan of about €15M, the main purpose of which is to pursue the commercial revitalisation strategy of the two banners GO Sport and Courir and (ii), strengthening the financial structure of the Company and thus ensuring the compliance with bank covenants as at December 31^st, 2012. Therefore, the proceeds of the issue allocated to the investments plan will go primarily to the remodelling of stores and the opening of stores fitted to the new concept for a total amount of about €10M (€650K on average for each GO Sport store and €250K for each Courir store), the balance of the investments being allocated to other initiatives such as the deployment of a dozen of GO Shoes corners and the launch of a merchant website scheduled for the end of 2012.

Main terms of the share capital increase

The share capital increase will be made with upholding of the PSR and will lead to the issuance of 7,555,046 new shares at a price of €4 per share (without any issue premium), for a gross amount of €30,220,184.

The subscription of the new shares will be carried out on the basis of 2 new shares for 1 existing share.

Each Company’s shareholder will receive one PSR for each share recorded in account as of the close of trading on April 25^th 2012. On the basis of the closing price of the Company’s share on April 23^rd 2012, i.e. €6.21, the theoretical value of a PSR is €1.47.

The subscription price for the new shares represents a 35.59% discount to the closing price of the Company’s share on April 23^rd 2012 and a 15.55% discount to the theoretical ex-right price.

Subscriptions by entitlement subject to reduction (à titre réductible) are allowed.

The offer will be open to the public in France only.

Subscription undertakings of the main shareholder and underwriting of the issue

Rallye and its subsidiaries held at 100%, Miramont Finance et Distribution, Matignon Sablons and Alpétrol ("Rallye”), who hold, as at February 29^th, 2012, 2,752,336 shares, i.e. 72.86% of the share capital and 78.80% of the voting rights of the Company, have irrevocably undertaken to subscribe: (i) by irrevocable entitlement (à titre irréductible) for the totality of their PSR, i.e. 5,504,672 new shares for a total amount of €22,018,688 and (ii) by entitlement subject to reduction (à titre réductible), 2,050,374 new shares, representing the remaining new shares to be issued, thus guaranteeing the completion of the issue. Rallye reserves the right to purchase additional PSR on the market during the subscription period.

Indicative timetable

The subscription period of the new shares will begin on April 26^th, 2012, and will end on May 9^th, 2012 inclusive. During this period, the PSR will be listed and traded on the regulated market of NYSE Euronext in Paris under ISIN code FR0011236942.

The settlement and delivery and the listing of the new shares are expected to occur on May 21^st, 2012. The new shares will carry full dividend rights and will therefore entitle the holder, as from their issue, to receive all distributions decided by the Company as from this date. They will be immediately fully fungible with the Company’s existing shares and will be traded, as from this date, on the same listing line and under the same ISIN code FR0000072456.

Natixis and Rothschild & Cie Banque are acting as Joint Lead Managers of this share capital increase (the "Joint Lead Managers").

Update on information regarding the Company

In 2012, the Company expects nearly €15M¹ of investments, the main purpose of which is to maintain the commercial dynamics of its two banners. Pursuing the deployment of the new concepts GO Sport and Courir in France will be set as a priority, insofar as stores remodelled in 2011 outperformed by more than 10 basis points of growth in revenues since their reopening, compared to non-remodelled stores. New remodellings and openings are scheduled in 2012 as well as the deployment of a dozen of GO Shoes corners and the launch of a merchant website by the end of the year.

¹ The average amount of tangible and intangible investments over the past three fiscal years amounted to approximately €19M.

The remodelling of a GO Sport store represents an investment of about €650K and aims at deploying an airier and more theatrical merchandising, breaking with the codes of hypermarkets, which specifically involves redesigning spaces to create event and seasonal zones, changing furniture and settling 6 dedicated spaces (Miss GO, GO Foot, GO Swim, GO Run, GO Man and GO Shoes). The remodelling of a Courir store, amounting to an average investment of about €250K, consists essentially in making shelf spaces denser, reorganising the space in order to emphasise the brands and redefining the graphic and visual identity of the store. This merchandising is intended to promote a younger and more dynamic image of the banner.

• After a total of 42 remodellings carried out during the years 2010 and 2011, GO Sport is planning 8 remodellings* and one opening fitted to the new concept (Lyon Confluence) in France in 2012; at the end of 2012, 50 stores (of which 42% are located in Paris or its region) out of 120 will thus be remodelled, representing more than half of the banner’s revenues** in France. A Go Sport store fitted to the new concept should also be opened in Lodz, Poland;
• After the remodelling of a total of 21 stores over the last two years, Courir is planning 9 additional remodellings and 2 openings (Levallois and Montreuil Grand Angle) in France in 2012; at the end of 2012, 32 stores (of which two thirds are located in Paris or its region) out of 161 will thus be remodelled, representing one third of the banner’s revenues** in France.

* Including the flagship store at La Défense, partially renewed in 2010; the timetable of these remodellings is subject to the granting of certain administrative authorisations.

**On the basis of 2011 revenues.

Information available to the public

The prospectus, filed with the French Autorité des marchés financiers ("AMF”) under visa number 12-181 dated April 24^th, 2012, consists of the document de référence of Groupe GO Sport, filed with the AMF on March 30^th, 2012 under number D.12-0255, a securities note and a summary of the prospectus (included in the securities note).

Copies of the prospectus may be obtained, free of charge, at Groupe GO Sport’s head office, 17 avenue de la Falaise, 38360 Sassenage, on the Company’s website (www.groupegosport.com), as well as on the AMF’s website (www.amf-france.org), and from the Joint Lead Managers.

Groupe GO Sport draws the public’s attention to the risk factors described on pages 53 to 55 of the document de référence as well as in Chapter 2 of the securities note.

About Groupe GO Sport

Specialised in sporting goods retailing, Groupe GO Sport is one of the main retailer of sports goods in France and Poland with its two banners GO Sport and Courir.

Group GO Sport’s shares are listed on the regulated market of NYSE Euronext in Paris, compartment C (ISIN: FR0000072456)

More informations are available on the website of the Company:

www.groupegosport.com

Important Information

This document is neither an offer of securities for sale nor a solicitation for the acquisition or subscription of securities in the United States or in any other jurisdiction other than France. Securities may not be offered, sold or subscribed in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Groupe Go Sport does not intend to register any portion of the offering in the United States, nor intend to conduct a public offering of the shares in the United States.

This document does not constitute an offer of securities to the public in the United Kingdom. In the United Kingdom, this document is for distribution only to persons who (i) 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 "Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc”) of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons”). This document is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document related is available only to relevant persons and will be engaged in only with relevant persons.

Not for distribution in the United States, Canada, Australia or Japan.