Unsecured Convertible Notes Maturity & Appendix 3B

28 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
AFIC Notes Matured 28 February 2017
Appendix 3B – Conversion of Convertible Notes

The Company wishes to remind the market that the Company’s Unsecured
Convertible Notes (AFIC Notes) have today matured and, depending on
holders’ elections, have been either repaid for cash at their face value of $100
per note or converted into ordinary shares on the basis of 19.66 AFIC shares
for every AFIC note. Payment details and funds are being distributed to holders
today, and holding statements for shares received upon conversion will be
distributed shortly.

Trading of the notes on the ASX ceased at the close of business on 22 February
2017 and 1,853,436 AFIC Notes are now cancelled, quotation will also cease
from 1 March 2017.

Following conversion of 1,746,215 notes, the Company now has 1,176,079,463
ordinary shares on issue.

Attached is an Appendix 3B in relation to the conversion of Unsecured
Convertible Notes.


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




3 Principal terms of the
+
securities
(e.g. if options, exercise price and
expiry date; if partly paid
+
securities, the amount outstanding
and d
ue 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

$5.0864 per share


6 Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly
identify those assets)

Allotment of 34,330,472 ordinary shares
resulting from the conversion of 1,746,215
Unsecured Convertible Notes pursuant to valid
notices received.


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


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

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 3


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.
28 February 2017



Number
+
Class
8 Number and
+
class of all
+
securities quoted on ASX
(including the
+
securities in section
2 if applicable)



1,176,079,463



Fully paid ordinary
shares

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 3.00%


Sign here:
Date: 28 February 2017
(Company secretary)

Print name: Matthew Rowe