Australian Foundation Investment Company Limited logo

Appendix 3B – DRP and DSSP

Dividend23 February 2017AFIFinancials

24 February 2017



The Manager

ASX Market Announcements

Australian Securities Exchange

Exchange Centre

Level 4

20 Bridge Street

Sydney NSW 2000




Electronic Lodgement



Australian Foundation Investment Company Limited

Appendix 3B – DRP and DSSP



Dear Sir / Madam



Please find attached a Dividend Reinvestment Plan and Dividend Substitution

Share Plan issue announcement for the Company.



Yours faithfully


Matthew Rowe

Company Secretary



Appendix 3B
New issue announcement




+ See chapter 19 for defined terms.


04/03/2013 Appendix 3B Page 1

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B


New issue announcement,

application for quotation of additional securities

and agreement


Information or documents not available now must be given to ASX as soon as available. Information and

documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13



Name of entity

AUSTRALIAN FOUNDATION INVESTMENT COMPANY LIMITED


ABN

56 004 147 120


We (the entity) give ASX the following information.



Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).


1

+

Class of

+

securities issued or to

be issued


Fully paid ordinary shares



2 Number of

+

securities issued or to

be issued (if known) or maximum

number which may be issued


4,212,517



3 Principal terms of the

+

securities

(e.g. if options, exercise price and

expiry date; if partly paid

+

securities, the amount outstanding

and due dates for payment; if

+

convertible securities, the

conversion price and dates for

conversion)

Same as other fully paid ordinary shares.






Appendix 3B
New issue announcement




+ See chapter 19 for defined terms.


Appendix 3B Page 2 04/03/2013



4 Do the

+

securities rank equally in

all respects from the

+

issue date

with an existing

+

class of quoted

+

securities?


If the additional

+

securities do not

rank equally, please state:

• the date from which they do

• the extent to which they

participate for the next

dividend, (in the case of a trust,

distribution) or interest

payment

• the extent to which they do not

rank equally, other than in

relation to the next dividend,

distribution or interest payment

The shares rank equally in all respects with the

other existing fully paid ordinary shares.



5 Issue price or consideration


3,895,311 ordinary shares at $5.84 each under

the DRP.

317,206 ordinary shares issued at nil cost under

the DSSP.



6 Purpose of the issue

(If issued as consideration for the

acquisition of assets, clearly

identify those assets)


Shares issued to participants in the Dividend

Reinvestment Plan (DRP) and Dividend

Substitution Share Plan (DSSP) in respect of

the interim dividend.



6a Is the entity an

+

eligible entity that

has obtained security holder

approval under rule 7.1A?


If Yes, complete sections 6b – 6h

in relation to the

+

securities the

subject of this Appendix 3B, and

comply with section 6i

No



6b The date the security holder

resolution under rule 7.1A was

passed

N/A



6c Number of

+

securities issued

without security holder approval

under rule 7.1

N/A



6d Number of

+

securities issued with

security holder approval under rule

7.1A

N/A


Appendix 3B
New issue announcement




+ See chapter 19 for defined terms.


04/03/2013 Appendix 3B Page 3

6e Number of

+

securities issued with

security holder approval under rule

7.3, or another specific security

holder approval (specify date of

meeting)


N/A



6f Number of

+

securities issued under

an exception in rule 7.2

N/A



6g If

+

securities issued under rule

7.1A, was issue price at least 75%

of 15 day VWAP as calculated

under rule 7.1A.3? Include the

+

issue date and both values.

Include the source of the VWAP

calculation.

N/A



6h If

+

securities were issued under

rule 7.1A for non-cash

consideration, state date on which

valuation of consideration was

released to ASX Market

Announcements

N/A



6i Calculate the entity’s remaining

issue capacity under rule 7.1 and

rule 7.1A – complete Annexure 1

and release to ASX Market

Announcements

N/A



7

+

Issue dates

Note: The issue date may be prescribed by ASX

(refer to the definition of issue date in rule 19.12).

For example, the issue date for a pro rata

entitlement issue must comply with the applicable

timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

24 February 2017




Number

+

Class

8 Number and

+

class of all

+

securities quoted on ASX

(including the

+

securities in section

2 if applicable)




1,141,748,991



1,853,436

Fully paid ordinary

shares


Unsecured

Convertible Notes


Appendix 3B
New issue announcement




+ See chapter 19 for defined terms.


Appendix 3B Page 4 04/03/2013



Number

+

Class

9 Number and

+

class of all

+

securities not quoted on ASX

(including the

+

securities in section

2 if applicable)

N/A



10 Dividend policy (in the case of a

trust, distribution policy) on the

increased capital (interests)

Same as the existing fully paid ordinary shares.



Part 2 - Pro rata issue


11 Is security holder approval

required?


N/A



12 Is the issue renounceable or non-

renounceable?

N/A



13 Ratio in which the

+

securities will

be offered

N/A



14

+

Class of

+

securities to which the

offer relates

N/A



15

+

Record date to determine

entitlements

N/A




16 Will holdings on different registers

(or subregisters) be aggregated for

calculating entitlements?

N/A



17 Policy for deciding entitlements in

relation to fractions


N/A



18 Names of countries in which the

entity has security holders who will

not be sent new offer documents

Note: Security holders must be told how their

entitlements are to be dealt with.

Cross reference: rule 7.7.

N/A



19 Closing date for receipt of

acceptances or renunciations

N/A








20 Names of any underwriters

N/A



21 Amount of any underwriting fee or

commission

N/A


Appendix 3B
New issue announcement




+ See chapter 19 for defined terms.


04/03/2013 Appendix 3B Page 5

22 Names of any brokers to the issue

N/A



23 Fee or commission payable to the

broker to the issue

N/A



24 Amount of any handling fee payable

to brokers who lodge acceptances

or renunciations on behalf of

security holders

N/A



25 If the issue is contingent on security

holders’ approval, the date of the

meeting

N/A



26 Date entitlement and acceptance

form and offer documents will be

sent to persons entitled

N/A



27 If the entity has issued options, and

the terms entitle option holders to

participate on exercise, the date on

which notices will be sent to option

holders

N/A



28 Date rights trading will begin (if

applicable)

N/A



29 Date rights trading will end (if

applicable)

N/A



30 How do security holders sell their

entitlements in full through a

broker?

N/A



31 How do security holders sell part of

their entitlements through a broker

and accept for the balance?

N/A



32 How do security holders dispose of

their entitlements (except by sale

through a broker)?

N/A



33

+

Issue date


N/A

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities


34 Type of

+

securities

(tick one)


(a)


+

Securities described in Part 1


Appendix 3B
New issue announcement




+ See chapter 19 for defined terms.


Appendix 3B Page 6 04/03/2013

(b)


All other

+

securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee

incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities


Entities that have ticked box 34(a)


Additional securities forming a new class of securities



Tick to indicate you are providing the information or

documents



35


If the

+

securities are

+

equity securities, the names of the 20 largest holders of the

additional

+

securities, and the number and percentage of additional

+

securities held by

those holders



36


If the

+

securities are

+

equity securities, a distribution schedule of the additional

+

securities setting out the number of holders in the categories

1 - 1,000

1,001 - 5,000

5,001 - 10,000

10,001 - 100,000

100,001 and over



37


A copy of any trust deed for the additional

+

securities


Entities that have ticked box 34(b)


38 Number of

+

securities for which

+

quotation is sought


N/A




39

+

Class of

+

securities for which

quotation is sought


N/A



40 Do the

+

securities rank equally in all

respects from the

+

issue date with an

existing

+

class of quoted

+

securities?


If the additional

+

securities do not

rank equally, please state:

• the date from which they do

• the extent to which they

participate for the next dividend,

(in the case of a trust,

distribution) or interest payment

• the extent to which they do not

rank equally, other than in

relation to the next dividend,

distribution or interest payment

N/A


Appendix 3B
New issue announcement




+ See chapter 19 for defined terms.


04/03/2013 Appendix 3B Page 7

41 Reason for request for quotation

now

Example: In the case of restricted securities, end of

restriction period


(if issued upon conversion of

another

+

security, clearly identify

that other

+

security)


N/A




Number

+

Class

42 Number and

+

class of all

+

securities

quoted on ASX (including the

+

securities in clause 38)




N/A



Quotation agreement


1

+

Quotation of our additional

+

securities is in ASX’s absolute discretion. ASX may

quote the

+

securities on any conditions it decides.


2 We warrant the following to ASX.


• The issue of the

+

securities to be quoted complies with the law and is not

for an illegal purpose.


• There is no reason why those

+

securities should not be granted

+

quotation.


• An offer of the

+

securities for sale within 12 months after their issue will

not require disclosure under section 707(3) or section 1012C(6) of the

Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give

this warranty


• Section 724 or section 1016E of the Corporations Act does not apply to any

applications received by us in relation to any

+

securities to be quoted and

that no-one has any right to return any

+

securities to be quoted under

sections 737, 738 or 1016F of the Corporations Act at the time that we

request that the

+

securities be quoted.


• If we are a trust, we warrant that no person has the right to return the

+

securities to be quoted under section 1019B of the Corporations Act at the

time that we request that the

+

securities be quoted.


3 We will indemnify ASX to the fullest extent permitted by law in respect of any

claim, action or expense arising from or connected with any breach of the

warranties in this agreement.


4 We give ASX the information and documents required by this form. If any

information or document is not available now, we will give it to ASX before

Appendix 3B
New issue announcement




+ See chapter 19 for defined terms.


Appendix 3B Page 8 04/03/2013

+

quotation of the

+

securities begins. We acknowledge that ASX is relying on the

information and documents. We warrant that they are (will be) true and complete.


Additional information for NZSX:

ISIN Number: AU000000AFI5


The percentage of this class of additional ordinary shares as a percentage of the total

number of ordinary shares on issue post completion of the issue is 0.37%



Sign here:

Date: 24 February 2017

(Company secretary)


Print name: Matthew Rowe

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