ASF GROUP LIMITED — Capital/Financing Update 2017

May 24, 2017

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ASF GROUP LIMITED

ACN 008 924 570 Bennelong, 2/3B Macquarie Street Sydney NSW 2000 Telephone: (61 2) 9251 9088 Facsimile: (61 2) 9251 9066 www.asfgroupltd.com

25 May 2017

The Manager Company Announcements Australian Stock Exchange Ltd 20 Bridge Street Sydney 2000 via: www.asxonline.com

Dear Sir/Madam

Proposed amendments on $6M OAIL CN

Further to the announcement of ASF Group Limited (“ ASF ” or ” Company ”) dated 31 March 2017, the Company advises that it is currently in negotiations with Oceanic Alliance Investments Limited (“ OAIL ”) for further amendments to the terms of the $6 million convertible note facility (“ CN ”).

The proposed amendments include an extension to the maturity date and a modification to the convertibility of the CN such that the noteholder may request:

• the conversion of all or 50% of the convertible notes issued under the CN (“ Notes ”) (currently if OAIL seeks to convert the Notes, it must convert all of the Notes); and

• the Notes to be converted into shares in any of ASF's subsidiaries at a mutually agreed price, subject to any necessary approvals.

The Company notes that the amendments to the terms of the CN are presently being negotiated and the Company will advise the market in due course if and when the terms are finalized.

Information about ASF

ASF Group Limited (ASX: AFA) is unique among ASX-listed public companies. It is a Sino-Australian investment and trading house, which focuses principally on the identification, incubation and realization of opportunities in areas of synergy between China and Australia, UK and Europe including integrated developments, infrastructure, oil & gas, resources, property, travel and financial services sectors.

ASF is part of the S&P/ASX All Ordinaries Index (AOI) which consists of the largest 500 companies listed on the ASX.

Geoff Baker Director Ph: +612 9251 9088