AJ Lucas : Results of Institutional Offer

AJ Lucas Group Limited ABN: 12 060 309 104

1 Elizabeth Plaza North Sydney NSW 2060

PO Box 538

North Sydney NSW 2069

T [phone] F [phone]

www.lucas.com.au

NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES

22 May 2017

AJ Lucas Group Limited AJ Lucas successfully completes Institutional Entitlements Offer AJ Lucas Group Limited (ASX:AJL) today announced the successful completion of the institutional component of its partially underwritten 1 for 2 accelerated pro rata non-renounceable entitlements offer ("Entitlements Offer") of new fully paid ordinary shares ("New Shares") to raise gross proceeds of up to approximately $53.7 million.

The institutional component of the Entitlements Offer ("Institutional Entitlements Offer") had strong support from AJ Lucas shareholders, raising approximately $36.2 million, with approximately 89% of entitlements available to eligible institutional shareholders taken up.

AJ Lucas' Chairman, Phil Arnall said, "The strong take up of entitlements from our institutional shareholders, combined with the introduction of high quality new domestic and international investors who participated in our placement, demonstrates support for the Company's strategy to grow the Australian operating businesses and further our development plans in the UK. We look forward to our retail shareholders having the opportunity to participate via the retail entitlements offer."

Settlement of the Institutional Entitlements Offer will take place on Friday, 26 May 2017, with the New Shares to commence trading on the ASX on Monday, 29 May 2017.

Trading of AJL shares is expected to resume from market open on ASX today.

Retail Entitlements Offer

The retail component of the Entitlements Offer ("Retail Entitlements Offer") will open at 9.00am (Sydney time) on Thursday, 25 May 2017 and close at 5.00pm (Sydney time) on Monday, 5 June 2017. The Retail Entitlements Offer is expected to raise up to $17.5 million.

Eligible retail shareholders can choose to take up all, some, or none of their entitlements. Retail shareholders may also apply for additional share allocations above their entitlements, subject to certain constraints, with the final decision on allocation of additional shares at the sole discretion of AJL and the Underwriter.

Further details about the Retail Entitlements Offer will be set out in a retail offer booklet, which the Company expects to lodge with the ASX on Thursday, 25 May 2017.

Patersons Securities Limited has agreed to partially underwrite the Entitlements Offer Balance1, and has obtained sub-underwriting support from the Company's largest shareholder, Kerogen Investments No. 1 (HK) Limited, and certain other new and existing institutional investors. The combination of shareholder commitments and part underwriting of the Entitlements Offer Balance1 means that a

1 The Entitlements Offer Balance is the total potential size of the Entitlements Offer ($53.7 million) less firm commitments received ($32.2 million), and is equivalent to $21.5 million.

minimum amount of $48.2 million will be raised under the Entitlements Offer, and a minimum amount of $53.2 million inclusive of the $5 million placement completed on Thursday 18 May 2017.

If you have any questions about the Retail Entitlements Offer, please call the AJL Offer Information Line on 1300 556 161 (within Australia) or [phone] (outside Australia) when the Retail Entitlements Offer opens on 25 May 2017.

For further information, please contact:

AJ Lucas Group Limited	[phone]
Marcin Swierkowski Austen Perrin	Company Secretary Chief Financial Officer

Disclaimer

This announcement is not financial product or investment advice, a recommendation to acquire new shares or accounting, legal or tax advice. It does not constitute an invitation or offer to apply for new shares. It has been prepared without taking into account the objectives, financial or tax situation or needs of individuals. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own objectives, financial and tax situation and needs and seek legal and taxation advice appropriate for their jurisdiction. AJ Lucas is not licensed to provide financial product advice in respect of an investment in shares.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

This announcement has been prepared for publication in Australia and may not be released or distributed in the United States. This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, securities in the United States. The securities described in this announcement have not been, and will not be, registered under the

U.S. Securities Act of 1933, as amended (the U.S. Securities Act) or the securities laws of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, in the United States except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and other applicable U.S. state securities laws.