INGENIA COMMUNITIES GROUP — AGM Information 2018

Oct 2, 2018

NOTICE OF MEETINGS

2018

Ingenia Communities Group Annual General Meeting Tuesday 13 November 2018

Ingenia Communities Group (ASX: INA) Ingenia Communities Holdings Limited (ACN 154 444 925) Ingenia Communities Management Trust (ARSN 122 928 410) Ingenia Communities Fund (ARSN 107 459 576)

Responsible Entity: Ingenia Communities RE Limited (ACN 154 464 990)

Notice is hereby given that the Annual General Meeting of Shareholders of Ingenia Communities Holdings Limited (Company) and a General Meeting of Unitholders of Ingenia Communities Management Trust (Trust) and Ingenia Communities Fund (Fund) (together Ingenia Communities Group) will be held at Radisson Blu Hotel, 27 O’Connell Street, Sydney on Tuesday 13 November 2018 commencing at 11:30am (AEDT).

The Explanatory Notes and the Proxy Form form part of these notices.

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Notice of Meetings 2018

INGENIA COMMUNITIES GROUP

GENERAL INFORMATION

As investors will know, the Shares in the Company are stapled to the Units of the Fund and the Trust, and are quoted jointly on the ASX as Ingenia Communities Group (ASX: INA). As a result, the securities cannot be traded separately. For this reason, the meetings for the three entities will be held together at the same place and on the same day.

The meetings for the Company, the Fund and the Trust will be conducted simultaneously subject to the discretion of the Chairman to adjourn or reconvene any specific meeting. Each resolution will be voted on separately.

For information on how to vote, please see ‘Voting Options and Proxies’.

Certain capitalised terms are defined in the Constitutions of the Company, the Fund and the Trust unless the context requires otherwise.

NOTICE OF GENERAL MEETING

Ingenia Communities Management Trust (ARSN 122 928 410)

Ingenia Communities Fund (ARSN 107 459 576)

Ingenia Communities RE Limited (ACN 154 464 990) (Responsible Entity) gives notice that a meeting of the Unitholders of the Ingenia Communities Management Trust (ARSN 122 928 410) and Ingenia Communities Fund (ARSN 107 459 576) will be held at Radisson Blu Hotel, 27 O’Connell Street, Sydney on Tuesday 13 November 2018 commencing at 11:30am (AEDT), to transact the following business: a general discussion of the activities of the Trust and Fund.

No formal resolutions are proposed at this meeting.

NOTICE OF ANNUAL GENERAL MEETING

Ingenia Communities Holdings Limited (ACN 154 444 925)

Notice is given that an Annual General Meeting of the Shareholders of Ingenia Communities Holdings Limited will be held at Radisson Blu Hotel, 27 O’Connell Street, Sydney on Tuesday 13 November 2018 commencing at 11:30am (AEDT), to transact the following business.

BUSINESS OF THE MEETING

Item 1: Ingenia Communities Group Financial Statements and Reports

To receive and consider the Financial Report, the Directors’ Report and the Auditor’s Report of the Group for the year ended 30 June 2018.

Item 2: Remuneration Report

To consider and, if thought fit, to pass the following as an ordinary resolution of the Company:

“To adopt the Remuneration Report for the year ended 30 June 2018.”

Notes:

• i. In accordance with section 250R of the Corporations Act 2001 , the vote on this resolution will be advisory only and will not bind the Directors or the Company.

• ii. A voting exclusion statement applies to this resolution (see Explanatory Notes for details).

Item 3: Re-election of Directors

Item 3.1: Re-election of Mr James Hazel

To consider and, if thought fit, pass the following as an ordinary resolution of the Company:

“That Mr James Hazel, being a Director who is retiring in accordance with clauses 74.1 and 74.4 of the Company’s Constitution and Listing Rule 14.4, and being eligible, offers himself for re-election, be re-elected as a Director of the Company.”

Item 3.2: Election of Mr Andrew McEvoy

To consider and, if thought fit, pass the following as an ordinary resolution of the Company:

“That Mr Andrew McEvoy, being a Director who was appointed by the Directors on 1 December 2017 and whose appointment as a Director expires at the conclusion of the Annual General Meeting of the Company and, being eligible, offers himself for election, be elected as a Director of the Company.”

Item 4: Grant of Short Term Incentive Plan Rights to Mr Simon Owen

To consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company:

“That for the purposes of ASX Listing Rule 10.14 and for all other purposes, Securityholders approve the grant by the Company to Mr Simon Owen of Short Term Incentive Rights calculated as outlined in the Explanatory Notes (and the issue of Stapled Securities upon the vesting of those Rights), under the Ingenia Communities Group Rights Plan and on the terms and conditions set out in the Explanatory Notes.”

Note: A voting exclusion statement applies to this resolution (see Explanatory Notes for details).

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Item 5: Grant of Long Term Incentive Plan Rights to Mr Simon Owen

To consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company:

“That for the purposes of ASX Listing Rule 10.14 and for all other purposes, Securityholders approve the grant by the Company to Mr Simon Owen of Long Term Incentive Rights calculated as outlined in the Explanatory Notes (and the issue of Stapled Securities upon the vesting of those Rights), under the Ingenia Communities Group Rights Plan and on the terms and conditions set out in the Explanatory Notes.”

Note: A voting exclusion statement applies to this resolution (see Explanatory Notes for details).

APPOINTMENT OF CHAIR

In accordance with section 252S of the Corporations Act and the Fund and Trust Constitutions, Ingenia Communities RE Limited has appointed Mr James Hazel to act as Chairman of the Meeting.

ENTITLEMENT TO VOTE

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Securityholders of the Group as at 7:00pm (AEDT) on Sunday, 11 November 2018 (Entitlement Time), subject to any applicable voting exclusion.

This means that if you are not the registered holder of a security in the Group at the Entitlement Time, you will not be entitled to vote at the Meeting.

ANNUAL REPORTS

Copies of the Annual Report for Ingenia Communities Group may be accessed at our website www.ingeniacommunities.com.au via the Investor Centre tab.

VOTING OPTIONS AND PROXIES

If you do not plan to attend the meeting in person, you are encouraged to complete and return the Proxy Form which accompanies this Notice of Meeting.

Voting by Proxy

A Securityholder who is entitled to attend and vote at this Meeting is entitled to appoint not more than two proxies to attend and vote in place of the Securityholder.

If the Securityholder appoints two proxies, the Securityholder may specify the proportion or number of votes each proxy is entitled to exercise. If no proportion or number of votes is specified, each proxy may exercise half of the Securityholder’s votes. If the specified proportion or number of votes exceed that which the Securityholder is entitled to, each proxy may exercise half of the Securityholder’s votes. Any fractions of votes brought about by the apportionment of votes to a proxy will be disregarded.

A proxy need not be a Securityholder of the Group. A body corporate appointed as a Securityholder’s proxy may appoint a representative to exercise any of the powers the body may exercise as a proxy at the Meeting. The representative should bring to the meeting evidence of his or her appointment, including any authority under which the appointment is signed, unless it has previously been given to the Company.

Subject to the specific proxy provisions applying to Items 2, 4 and 5 (see Explanatory Notes below):

• If a Securityholder has not directed their proxy how to vote, the proxy may vote as the proxy determines, and

• If a Securityholder appoints the Chairman of the Meeting as proxy and does not direct the Chairman how to vote on an item of business, the Chairman will vote in accordance with his voting intention as stated in this Notice of Meeting.

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Notice of Meetings 2018

INGENIA COMMUNITIES GROUP

Proxy Voting by the Chairman

For Item 2 (Remuneration Report), and Items 4 and 5 (Grant of Rights to the CEO), where the Chairman is appointed as a Securityholder’s proxy and that Securityholder has not specified the way in which the Chairman is to vote on Items 2, 4 and 5, the Securityholder is directing the Chairman to vote in accordance with the Chairman’s voting intentions for these items of business; even though Items 2, 4 and 5 are connected with the remuneration of Key Management Personnel (Key Management Personnel or KMP).

The Chairman intends to vote all undirected proxies in favour of the resolutions in the Notice of Meeting, including Items 2, 4 and 5.

Proxy Forms

To be effective, the Proxy Form must be completed, signed and lodged (together with the relevant original power of attorney or a certified copy if the proxy is signed by an attorney) with the Ingenia Communities Group security registry, as an original or by facsimile, no later than 11:30am (AEDT) on Sunday 11 November 2018 (Proxy Deadline).

CORPORATE REPRESENTATIVES

Where a securityholding is registered in the name of a corporation, the corporate Securityholder may appoint a person to act as its representative to attend the meeting by providing that person with:

• i. a letter or certificate authorising him or her as the corporation’s representative, executed in accordance with the corporation’s constitution; or

• ii. a copy of the resolution appointing the representative, certified by a secretary or director of the corporation.

BY ORDER OF THE BOARD

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Leanne Ralph Company Secretary

Proxy forms may be submitted in one of the following ways:

• i. By mail to Link Market Services Pty Ltd using the reply paid envelope or Locked Bag A14, Sydney South NSW 1235. Please allow sufficient time so that it reaches the Company’s Share Registry by the Proxy Deadline;

• ii. By fax to Link Market Services Pty Ltd on +61 2 9287 0309;

• iii. Online via the Company’s Share Registry website at www.linkmarketservices.com.au. Please refer to the Proxy Form for more information; or

• iv. By hand delivery to Link Market Services Pty Ltd at Level 12, 680 George Street, Sydney NSW 2000.

Proxy Forms and Powers of Attorney must be received by the Proxy Deadline.

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EXPLANATORY NOTES

Notes on Business

ITEM 1 – Financial Statements and Reports

As required by section 317 of the Corporations Act the Financial Report, Directors’ Report and Auditor’s Report of the Company for the most recent financial year will be presented to the Meeting.

The Financial Report comprises the consolidated financial report of the Company and its controlled entities, including the Ingenia Communities Fund and the Ingenia Communities Management Trust.

There is no requirement for a formal resolution on this Item.

The Chairman of the Meeting will allow a reasonable opportunity at the Meeting for Securityholders to ask questions about or make comments on the management of the Group. Securityholders will also be given a reasonable opportunity at the Meeting to ask the Group’s auditor, Ernst & Young (EY) questions about the Auditor’s Report, the conduct of its audit of the Group’s Financial Report for the year ended 30 June 2018, the preparation and content of the Auditor’s Report, the accounting policies adopted by the Group in its preparation of the financial statements and the independence of EY in relation to the conduct of the audit.

Securityholders may submit written questions to the Company in relation to the above matters. Written questions must be received no later than 5.00pm (AEDT) on Tuesday 6 November 2018. A form to facilitate the submission of questions is attached to this Notice and it includes details on the return of this form to the Share Registry.

ITEM 2 – Adoption of remuneration report

In accordance with section 300A of the Corporations Act the Company has published a Remuneration Report in the 2018 Annual Report.

As provided by section 250R(3) of the Corporations Act, the Company has included a resolution in this Notice for the consideration of Securityholders, seeking adoption of the Remuneration Report for the year ended 30 June 2018. The resolution on this item of business is advisory only and does not bind the Board or the Company.

The Company’s remuneration framework is designed to attract, engage, motivate and retain the key talent necessary to achieve our goals and create value for our shareholders. The Board is committed to ensure that the Group’s remuneration policies and practices are fair, competitive and responsible and that we communicate the remuneration arrangements with clarity. We are also aware that executive KMP remuneration practices are continually evolving and therefore our practices remain under constant review.

The Company’s remuneration framework continues to be ‘fit for purpose’. Remuneration levels are sufficient to attract and retain key executives, the performance measures focus management on Board priorities for creating incremental value, and reward outcomes are in line with the Group’s performance.

Ingenia undertakes regular reviews of its executive remuneration framework to ensure it is in line with Group strategy, Group and individual performance and market relativities. The Board has established a strong nexus between executive remuneration and Ingenia’s performance and its Securityholder return.

Directors’ Recommendation

The Board unanimously recommends that Securityholders vote in favour of this resolution.

Voting Exclusion Statement

As required by the Corporations Act, the Company will disregard any votes cast in favour of Item 2 by any member of the Company’s KMP or a Closely Related Party of any such member unless the person:

• i. votes as a proxy appointed by writing that specifies how the person is to vote on the resolution; or

• ii. is the Chairman of the Meeting and votes as a proxy appointed by writing that authorises the Chairman to vote on the resolution even though that resolution is connected with the remuneration of a member of the Group’s KMP.

What this means for Securityholders: If you intend

to appoint a member of the KMP (such as one of the Directors) as your proxy, please ensure that you direct them how to vote on the proposed resolution in Item 2. If you intend to appoint the Chairman of the Meeting as your proxy, you can direct him how to vote by marking the boxes for Item 2 (for example, if you wish to vote for, against or abstain from voting), or you can choose not to mark any of the boxes for Item 2 and give the Chairman your express authority to vote your undirected proxy (in which case the Chairman will vote in favour of this item of business).

ITEM 3 – Re-election and Election of Directors

In accordance with the Company’s Constitution and ASX Listing Rule 14.5 an election of Directors must be held at each annual general meeting.

Under clause 74.1 of the Constitution, the minimum number of directors to retire from office and offer themselves for re-election is one. Further, clause 74.4 of the Constitution and ASX Listing Rule 14.4 state that Directors are not to hold office (without re-election) past the third AGM following the Director’s last appointment or three years, whichever is longer.

Pursuant to clause 74.4 of the Constitution and ASX Listing Rule 14.4, Mr James Hazel is retiring by rotation and is offering himself for re-election as a Director of the Company.

In accordance with Clause 73.2 of the Company’s Constitution and ASX Listing Rule 14.4 any director appointed to fill a casual vacancy or as an additional director holds office until the next general meeting of Securityholders and is then eligible for re-election.

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Notice of Meetings 2018

INGENIA COMMUNITIES GROUP

Mr Andrew McEvoy was appointed as an additional Director of the Company on 1 December 2017. Mr McEvoy therefore retires at the conclusion of this Meeting in accordance with the Constitution and being eligible, has offered himself for election.

Credentials for Mr Hazel and Mr McEvoy follow.

Item 3.1: Mr James Hazel

Mr Hazel was appointed as chairman of the Board on 1 March 2012.

Mr Hazel has had an extensive corporate career in both the banking and retirement sectors. His retirement village operations experience includes being Managing Director of Primelife Corporation Limited (now part of Lend Lease).

As chairman of the Board, he brings his skills as a highly experienced company director, with current listed company directorships including Bendigo and Adelaide Bank Limited and Centrex Metals Limited. He also serves on the boards of Coopers Brewery Limited and the University of South Australia.

Mr Hazel has a high level of skill in the areas of strategy, finance and treasury, capital markets, mergers and acquisitions, ASX governance and relevant industry experience.

Mr Hazel holds a Bachelor of Economics and is a Senior Fellow of the Financial Services Institute of Australasia and a Fellow of the Australian Institute of Company Directors.

Ms Hazel is also a member of the Investment Committee.

Having had regard to the ASX Corporate Governance Principles and Recommendations (3rd edition) (ASX Principles), the Board considers Mr Hazel to be an independent director.

Directors’ Recommendation

The Board unanimously (other than Mr Hazel) supports the re-election of Mr Hazel and recommends that Securityholders vote in favour of this resolution.

Item 3.2: Mr Andrew McEvoy

Mr McEvoy has over 20 years’ experience in executive and non-executive roles in tourism, digital marketing and e-commerce.

Mr McEvoy is currently Chairman of SeaLink Travel Group. He also serves on the Board of Lux Group and is Founder and Executive Chairman of We Connect China. Mr McEvoy’s prior roles include Managing Director, Tourism Australia, CEO, South Australian Tourism Commission, and CEO, Life Media and Events for Fairfax Media.

Mr McEvoy holds a Master of Arts, International Communications and a Bachelor of Arts.

Mr McEvoy is a member of the Investment Committee and the Remuneration and Nomination Committee.

Having had regard to the ASX Principles, the Board considers Mr McEvoy to be an independent director.

Directors’ Recommendation

The Board unanimously (other than Mr McEvoy) supports the re-election of Mr McEvoy and recommends that Securityholders vote in favour of this resolution.

ITEMS 4 and 5 – Grant of Short Term Incentive Plan Rights and Long Term Incentive Plan Rights to Mr Simon Owen

The terms of Mr Owen’s employment contract with Ingenia allows him to participate in the Ingenia Communities Group Rights Plan (Rights Plan). The Board has proposed that for the year ending 30 June 2019, Mr Owen be eligible for Short Term Incentive Plan (STIP) Rights and Long Term Incentive Plan (LTIP) Rights (Rights).

The intention of the Rights Plan is to align Securityholder returns of Ingenia Communities Group with the ‘atrisk’ compensation potentially payable to executive level employees and to reward executives who remain in employment and perform at the required levels of performance.

For the year ending 30 June 2019, Mr Owen’s remuneration comprises the following components:

• fixed remuneration, including statutory superannuation of $682,500 per annum;

• an at-risk short term incentive of up to 90% of fixed remuneration as a maximum, with one-third payable in cash and the remaining two-thirds settled via Rights and deferred for 12 months; and

• an at-risk long term incentive of up to 80% of fixed remuneration in Rights.

The at-risk deferred portion of the short term incentive (STI) and the at-risk long term incentive (LTI) are granted under the Rights Plan and subject to the rules of that Rights Plan, in addition to the terms and conditions outlined below.

If Items 5 and 6 are approved by Securityholders, the Company will offer Mr Owen the Rights under a letter of offer shortly following the Meeting. The date of that offer will be the date of the grant and the Rights will be issued shortly thereafter.

STIP Award

The amount of the STI, which Mr Owen is entitled to receive, will be determined by the Board, having regard to an assessment of the STIP Performance Conditions set out below following the end of the STI Performance Period (being from 1 July 2018 to 30 June 2019) (STIP Award).

The STIP Award is comprised of two components:

• One-third in cash (STIP Cash Award); and

• Two-thirds in Rights to INA Securities (STIP Rights).

STIP Cash Award

It is intended that the STIP Cash Award will be paid on or about 1 October 2019, provided that Mr Owen continues to qualify for the STI.

STIP Rights

The grant of STIP Rights to Mr Owen is subject to Securityholder approval. The number of STIP Rights to be granted to Mr Owen will be determined by dividing twothirds of the maximum STIP Award (determined following testing against the STIP Performance Conditions) by the VWAP of INA Securities for the 30 trading days prior to the grant date (expected to be on or about 1 October 2019).

Total maximum STI Award for FY19: $614,250

Two-thirds of maximum STI Award as STIP Rights: $409,500

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STIP Rights to be granted: $409,500 divided by the VWAP of INA Securities for the 30 days prior to the grant date (expected to be 1 October 2019).

For example, if the VWAP of INA Securities for the 30 days prior to the grant date was $3.10 and the Board determined that Mr Owen was entitled to the full twothirds of his STI Award, then 132,096 STIP Rights would be granted.

No amount is payable in return for the grant of the STIP Rights.

Vesting of STIP Rights

The following terms and conditions apply to the STIP Rights:

• The STIP Rights are subject to a ‘malus’ provision during the deferral period – this means that some or all of the STIP Rights may lapse (and Mr Owen will not receive INA Securities) if:

• the Board forms the view that INA’s earnings growth is not sustainable (in general, this will require earnings growth to be equal to or above 5% on the prior year); or

• any of the circumstances set out in rules of the Rights Plan occur such as fraud or dishonesty, a breach of obligations or material misstatement of Ingenia’s financial statements.

• The STIP Rights are subject to a one-year deferral period and are eligible to vest on the date that is twelve months following the grant date.

• On the vesting date, Ingenia will cause the relevant number of INA Securities to be issued or transferred to Mr Owen as determined in accordance with the Rights Conversion Formula outlined below.

• No amount is payable in return for the issue or transfer of INA Securities.

• Rights will not lapse on cessation of employment unless termination is for cause, Mr Owen resigns, or the Board in its discretion determines otherwise, having regard for the facts and circumstances at the time of the cessation of employment.

STIP Performance Conditions

The STIP Award is subject to the STIP Performance Conditions or Key Performance Indicators (KPIs). In each case, the KPIs are set with ‘threshold’, ‘performance’ and ‘stretch’ performance levels (with entitlements calculated on a pro-rata basis between these levels). The KPIs are broken into four broad assessment areas: Financial, Capital Management, Operational and People, Culture and Reporting. Each assessment area is weighted to break down the award further. KPIs and their measures are related to the Assessment Areas.

LTIP Award

Grant of LTIP Rights

The grant date of the LTIP Rights is aligned to all other participants in the LTIP, being 1 October 2018, but is subject to the approval of Securityholders. The issue date of the LTIP Rights will be a date on and from the date of this Meeting and within 12 months of the date of this Meeting, and is expected to be 13 November 2018 (subject to Securityholder approval).

The maximum number of LTIP Rights to be granted will be calculated by dividing the LTIP Award opportunity (being a percentage of Mr Owen’s total fixed remuneration) by the VWAP of INA Securities for the 30 trading days prior 1 October 2018.

Maximum LTIP Rights to be granted: $546,000 divided by the VWAP of INA Securities for the 30 days prior to 1 October 2018.

For example, if the VWAP of INA Securities for the 30 days prior to the grant date was $3.10, then 176,129 rights would be granted.

No amount is payable in return for the grant of the LTIP Rights.

Vesting of LTIP Rights

Mr Owen’s LTIP Rights will vest, to the extent that the Performance Conditions set out below are satisfied at the end of the LTI Performance Period (being from 1 October 2018 to 30 September 2021).

The following terms and conditions apply to Mr Owen’s LTIP Rights:

• The LTIP Rights are subject to a ‘malus’ provision during the deferral period – this means that some or all of Mr Owen’s LTIP Rights may lapse (and he will not receive INA Securities) if any of the circumstances set out in rules of the Rights Plan occur such as fraud or dishonesty, a breach of obligations or material misstatement of Ingenia’s financial statements.

• On the vesting date, Ingenia will cause the relevant number of INA Securities to be issued or transferred to Mr Owen as determined in accordance with the Rights Conversion Formula outlined below.

• No amount is payable in return for the issue or transfer of INA Securities.

• Rights will not lapse on cessation of employment and will remain to be tested at the end of the Performance Period, unless termination is for cause, Mr Owen resigns, or the Board in its discretion determines otherwise, having regard for the facts and circumstances at the time of the cessation of employment, including the proportion of the Performance Period in which Mr Owen was employed with the Company.

LTIP Performance Conditions

The LTIP Rights offered are subject to the three LTIP Performance Conditions:

• i. 40% based on a relative Total Securityholder Return (TSR);

• ii. 30% based on a Return on Equity (ROE); and

• iii. 30% based on average underlying Earnings per Security growth (EPS).

Relative TSR Performance Condition

TSR is the growth in the security price plus distributions, assuming distributions are reinvested. To minimise the impact of any short-term volatility, Ingenia’s TSR will be calculated using the volume weighted average of the closing security price over the 30 days up to and including the trading day prior to the start and the 30 days up to and including the end trading day of the LTI Performance Period. Performance will be measured relative to the ASX 200 A-REIT index total return over 3 years.

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INGENIA COMMUNITIES GROUP

The LTIP Rights will vest on the following basis:

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Growth rate in INA’s TSR % of LTIP Rights that vest
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	Growth rate in INA’s TSR	% of LTIP Rights that vest
At or Below Threshold	Equal to or less than Index total return + 1%	Nil
Between Threshold and Maximum	Between Index total return + 1% and Index total return +5%	10% plus an additional amount progressively vesting on a straight line basis between Threshold and Maximum
Maximum	Equal to or greater than Index total return + 5%	100%

It is important to note that Mr Owen must outperform the Index with an Ingenia TSR that is at least the Index return plus 1 percentage point or more on a compounding annual basis to qualify for an award of LTIP Rights.

ROE Performance Condition

ROE is defined as underlying profit divided by the weighted average net assets (excluding the impact of asset revaluations on net assets between LTI issue date and the LTI vesting date). The relevant metric is the ROE achieved in FY21.

Vesting levels for FY21 are:

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ROE % of LTIP Rights that vest
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	ROE	% of LTIP Rights that vest
At or Below Threshold	Less than 8%	Nil
Between Threshold and Maximum	Equal to or greater than 8%	30% plus an additional amount progressively vesting on a straight line basis between Threshold and Maximum
Maximum	Equal to or greater than 10%	100%

EPS Performance Condition

Vesting levels for FY21 are:

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Average annual underlying
EPS growth % of LTIP Rights that vest
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	Average annual underlying EPS growth	% of LTIP Rights that vest
At or Below Threshold	Equal to or less than 5%	Nil
Between Threshold and Maximum	Between 5% and 10%	10% plus an additional amount progressively vesting on a straight line basis between Threshold and Maximum
Maximum	Equal to or greater than 10%	100%

Rights Conversion Formula

Each vested STIP Right and LTIP Right (as relevant) entitles Mr Owen to receive one INA Security plus an additional number of INA Securities calculated on the basis of the distributions that would have been paid in respect of the INA Security during the relevant period being reinvested in accordance with the following Rights Conversion Formula:

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where:

• E is the entitlement conversion factor;

• [are the distributions paid on an INA Security over the Period (with n being the total number of ]

• distributions paid over that Period);

• [are the end-of-day prices on the date that the distributions are paid (i.e. immediate reinvestment of ]

• distributions on the distribution date).

The total number of INA Securities that Mr Owen will receive upon vesting of the STIP Rights and/or the LTIP Rights will be the number of vested Rights converted multiplied by E, with the result rounded up to the nearest whole number.

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Securityholder approval – ASX Listing Rules

ASX Listing Rule 10.14 requires Securityholder approval before a Director can acquire securities or rights to securities under an employee incentive scheme. Approval from Securityholders is being sought to grant rights to Mr Owen under the Ingenia Communities Group Rights Plan in respect of the period immediately following this Meeting, with any Rights issued within 12 months after the date of this Meeting.

Information required by ASX Listing Rule 10.15

ASX Listing Rule 10.15 requires the following information to be disclosed in relation to the Rights to be granted to Mr Owen under the Rights Plan:

i. Maximum number of Rights and Stapled Securities

The maximum number of Rights that may be granted to Mr Owen within 12 months of this Meeting is the sum of the maximum STIP Rights and LTIP Rights to be granted. The maximum STIP and LTIP Rights to be granted are calculated as follows:

For Item 4:

Maximum STIP Rights to be granted: $409,500 divided by the VWAP of INA Securities for the 30 days prior to the grant date (expected to be 1 October 2019).

For Item 5:

Maximum LTIP Rights to be granted: $546,000 divided by the VWAP of INA Securities for the 30 days prior to 1 October 2018.

iv. Persons who are entitled to participate in the Rights Plan

The eligible participants under the Rights Plan are employees of the Group (including Directors) or others who are determined by the Board to be eligible participants for the purposes of the Rights Plan.

Current participants in the Rights Plan are Mr Simon Owen (Managing Director and Chief Executive Officer) and executives in the business. The granting of the Rights to senior executives other than Mr Owen did not require Securityholder approval. The details of grants to Mr Owen and other KMP executives are provided in the Company’s Remuneration Report contained in the 2018 Annual Report.

The Board may agree that other nominated members of the executive management team may participate in the Rights Plan for the year ended 30 June 2019 in terms of both the deferred equity STI and LTI.

All directors, being Mr James Hazel, Mr Robert Morrison, Ms Amanda Heyworth, Mr Andrew McEvoy, Ms Valerie Lyons and including Mr Owen, are those referred to in ASX Listing Rule 10.14 who are currently entitled to participate in the Rights Plan. Mr Owen is the only person referred to in ASX Listing Rule 10.14 who currently participates in the Rights Plan.

v. Terms of any related loan

There is no loan provided in relation to the acquisition of the Rights by Mr Owen.

vi. Issue date of Rights

Thus, for example if the VWAP of INA Securities for the 30 days prior to the grant date was $3.10, then 132,096 STIP Rights and 176,129 LTIP Rights totalling 308,225 Rights would be granted.

After the grant of Rights, the number of Stapled Securities that Mr Owen may receive at the end of the vesting period on the vesting date will be determined having regard to the satisfaction of the relevant Performance Conditions and Rights Conversion Formula.

The Board retains discretion on whether entitlements to Securities will be settled via the issue of INA Securities or via the payment of cash. On vesting of the Rights, the Board will decide on or around the vesting day whether entitlements to Securities will be Equity Settled or Cash Settled.

ii. Price for each Right (and the price for each INA Security that vests)

No payment for the Rights or upon vesting of the Rights is required by Mr Owen.

• iii. Securities under the Rights Plan received since the last approval

• 205,665 LTIP Rights were issued to Mr Owen under the Rights Plan in November 2017, for zero acquisition price; and

• 98,673 STIP Rights were issued to Mr Owen under the Rights Plan in October 2017, for zero acquisition price.

It is anticipated that the following STIP Rights will be issued to Mr Owen under the Rights Plan in October 2018:

• $378,787 divided by the 30 day VWAP prior to the grant date (expected to be 1 October 2018), at zero acquisition price

The Rights will be issued to Mr Owen no earlier than immediately following this Meeting and no later than 12 months after this Meeting, on the conditions described in the Explanatory Notes.

Voting exclusion

The Company will disregard any votes cast in favour of the proposed Items 4 and 5 by or on behalf of any Director of the Company (except one who is ineligible to participate in the Rights Plan), including Mr Owen and any associate of any such persons. However, the Company need not disregard a vote if:

• a. it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

• b. it is cast by the Chairman as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

In addition, no KMP of the Company or a Closely Related Party or Associate of such a KMP may vote as a proxy on the proposed Items 4 and 5 unless:

• a. the person votes as a proxy appointed by writing that specifies how the person is to vote on the proposed Items 4 and 5; or

• b. the person is the Chairman and votes as a proxy appointed by writing that authorises the Chairman to vote on the proposed Items 4 and 5 even though the resolution is connected directly or indirectly with the remuneration of KMP of the Company.

Directors’ Recommendation

The Board unanimously (other than Mr Owen) recommends that Securityholders vote in favour of the resolutions in Items 4 and 5.

10 Notice of Meetings 2018

Notice of Meetings 2018

INGENIA COMMUNITIES GROUP

GLOSSARY

AEDT means Australian Eastern Daylight Savings Time as observed in Sydney, Australia.

Annual General Meeting or Meeting means the meeting convened by the Notice.

Associate has the meaning given to that term in sections 10 and 11 and sections 13 to 17 of the Corporations Act .

ASX means ASX Limited ACN 008 624 691.

ASX Listing Rules means the Listing Rules of the ASX, as amended or replaced from time to time except to the extent of any express written waiver by ASX.

ASX Principles means the ASX Corporate Governance Principles and Recommendations (3rd edition).

Board means the current Board of directors of the Company.

Closely Related Party has the meaning as defined in section 9 of the Corporations Act .

Company means Ingenia Communities Holdings Limited (ACN 154 444 925).

Conditions means one or more conditions contingent on performance, service, or time elapsed since grant which must be satisfied before a Right vests, as determined by the Board.

Constitution means the Company’s Constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current Directors of the Company.

Entitlement Time means 7.00pm (AEDT) on Sunday, 11 November 2018.

Explanatory Notes means the Explanatory Notes accompanying the Notice.

Fund means Ingenia Communities Fund (ARSN 107 459 576).

INA means the Ingenia Communities Group (ASX code: INA), a stapled vehicle made up of a share in Ingenia Communities Holdings Limited, a unit in Ingenia Communities Management Trust and a unit in Ingenia Communities Fund.

INA Security means a Stapled Security in INA.

Index means ASX 200 A–REIT index total return.

Ingenia or Group means the Ingenia Communities Group (ASX code: INA), a stapled vehicle made up of a share in Ingenia Communities Holdings Limited, a unit in Ingenia Communities Management Trust and a unit in Ingenia Communities Fund.

Items means the resolutions set out in the Notice, or any one of them, as the context requires.

Key Management Personnel or KMP has the meaning as defined in section 9 of the Corporations Act .

Ingenia Communities Group

11

Notice or Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting and the explanatory notes accompanying the Notice and the Proxy Form.

Proxy Deadline means 11.30am (AEDT) on Sunday 11 November 2018.

Proxy Form means the proxy form accompanying the Notice.

Related Body Corporate has the meaning set out in in section 50 of the Corporations Act.

Remuneration Report means the remuneration report set out in the Director’s Report section of the Company’s annual financial report for the year ended 30 June 2018.

Responsible Entity means Ingenia Communities RE Limited (ACN 154 464 990).

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Rights mean short term incentive rights or long term incentive rights to acquire a Stapled Security issued under the Rights Plan.

Rights Plan means the Ingenia Communities Group Rights Plan adopted by the Board on 23 May 2014 and amended on 4 May 2016.

Share means a fully paid ordinary share in the capital of the Company.

Securityholder means a holder of a Stapled Security.

Stapled Security means one stapled security comprised of a Share and Unit in the Fund and Unit in the Trust.

Trust means Ingenia Communities Management Trust (ARSN 122 928 410).

Unit means a unit in the Trust or Fund.

Unitholder means a holder of a unit in the Trust or Fund.

VWAP means the 30-day volume weighted average price of INA securities

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Ingenia Communities Group Level 9, 115 Pitt Street, Sydney, NSW 2000 T. 1300 132 946

E. investor@ingeniacommunities.com.au W. www.ingeniacommunities.com.au

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INGENIA COMMUNITIES GROUP

INGENIA COMMUNITIES HOLDINGS LIMITED (ACN 154 444 925) INGENIA COMMUNITIES MANAGEMENT TRUST (ARSN 122 928 410) INGENIA COMMUNITIES FUND (ARSN 107 459 576) RESPONSIBLE ENTITY: INGENIA COMMUNITIES RE LIMITED (ACN 154 464 990)

LODGE YOUR VOTE

ONLINE  www.linkmarketservices.com.au

BY MAIL  Ingenia Communities Group C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

 BY FAX +61 2 9287 0309

 BY HAND Link Market Services Limited Level 12, 680 George Street, Sydney NSW 2000

 ALL ENQUIRIES TO Telephone: +61 1300 554 474

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PROXY FORM
I/We being a securityholder(s) of Ingenia Communities Group and entitled to attend and vote hereby appoint:
APPOINT A PROXY
the Chairman of the OR if you are NOT appointing the Chairman of the Meeting as
your proxy, please write the name of the person or body
Meeting (mark box)
corporate you are appointing as your proxy
or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on
my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law,
as the proxy sees fit) at the Annual General Meeting of the Company to be held at 11:30am (AEDT) on Tuesday, 13 November 2018 at Radisson
Blu Hotel, 27 O’Connell Street, Sydney (the Meeting ) and at any postponement or adjournment of the Meeting.
Important for Items 2, 4 and 5: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your
voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Items 2, 4 and 5 , even though the
items are connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ).
The Chairman of the Meeting intends to vote undirected proxies in favour of each item.
VOTING DIRECTIONS
Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting.
Please read the voting instructions overleaf before marking any boxes with an T
Items For Against Abstain * For Against Abstain
2 Remuneration Report 5 Grant of Long Term Incentive Plan
Rights to Mr Simon Owen
3.1 Re-election of
Mr James Hazel
3.2 Election of Mr Andrew McEvoy
S A M P L E
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• 4 Grant of Short Term Incentive Plan Rights to Mr Simon Owen

• • If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SECURITYHOLDERS – THIS MUST BE COMPLETED

Securityholder 1 (Individual) Joint Securityholder 2 (Individual) Joint Securityholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the securityholder. If a joint holding, either securityholder may sign. If signed by the securityholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

INA PRX1801C

HOW TO COMPLETE THIS SECURITYHOLDER PROXY FORM

YOUR NAME AND ADDRESS

This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your securities using this form.

APPOINTMENT OF PROXY

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.

DEFAULT TO CHAIRMAN OF THE MEETING

If you leave this section blank, or your named proxy does not attend the Meeting, the Chairman of the Meeting will be your proxy. If your named proxy attends the Meeting but does not vote on a poll on a resolution in accordance with your directions, the Chairman of the Meeting will become your proxy in respect of that resolution. A proxy need not be a shareholder of the Company.

LODGEMENT OF A PROXY FORM

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 11:30am (AEDT) on Sunday, 11 November 2018, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

Proxy Forms may be lodged using the reply paid envelope or:

ONLINE

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Proxy Form).

BY MAIL PROXY VOTING BY THE CHAIRMAN OF THE MEETING  Ingenia Communities Group On a poll, the Chairman of the Meeting will vote directed proxies as directed and C/- Link Market Services Limited may vote undirected proxies as the Chairman of the Meeting sees fit. If the Locked Bag A14 Chairman of the Meeting is your proxy or becomes your proxy by default, and you do not provide voting directions, then by submitting the Proxy Form you are Sydney South NSW 1235 expressly authorising the Chairman of the Meeting to exercise your proxy on Australia resolutions that are connected directly or indirectly with the remuneration of KMP.  BY FAX VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT +61 2 9287 0309 You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your securities will be voted in accordance  BY HAND with such a direction unless you indicate only a portion of voting rights are to be delivering it to Link Market Services Limited voted on any item by inserting the percentage or number of securities you wish Level 12 to vote in the appropriate box or boxes. If you do not mark any of the boxes on the 680 George Street items of business, your proxy may vote as he or she chooses. If you mark more Sydney NSW 2000 than one box on an item your vote on that item will be invalid. APPOINTMENT OF A SECOND PROXY * During business hours (Monday to Friday, 9:00am–5:00pm) You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s share registry or you may copy this form and return them both together. To appoint a second proxy you must: (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and (b) return both forms together. SIGNING INSTRUCTIONS You must sign this form as follows in the spaces provided: Individual: where the holding is in one name, the holder must sign. Joint Holding:* where the holding is in more than one name, either shareholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

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COMMUNICATIONS PREFERENCE

We encourage you to receive all your shareholder communication via email. This communication method allows us to keep you informed without delay, is environmentally friendly and reduces print and mail costs.

ONLINE



www.linkmarketservices.com.au

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.

Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Communications’ and click the first button to receive all communications electronically and enter your email address. To use the online facility, securityholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Proxy Form).

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.

ONLINE  www.linkmarketservices.com.au

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INGENIA COMMUNITIES GROUP

INGENIA COMMUNITIES HOLDINGS LIMITED (ACN 154 444 925) INGENIA COMMUNITIES MANAGEMENT TRUST (ARSN 122 928 410) INGENIA COMMUNITIES FUND (ARSN 107 459 576) RESPONSIBLE ENTITY: INGENIA COMMUNITIES RE LIMITED (ACN 154 464 990)

LODGE YOUR QUESTIONS

BY MAIL  Ingenia Communities Group C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

 BY FAX

+61 2 9287 0309

 BY HAND Link Market Services Limited Level 12, 680 George Street, Sydney NSW 2000

• ALL ENQUIRIES TO

Telephone: +61 1300 554 474

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X99999999999 Please use this form to submit any questions about Ingenia Communities Group (“the Company”) that you would like us to respond to at the Company’s 2018 Annual General Meeting. Your questions should relate to matters that are relevant to the business of the meeting, as outlined in the accompanying Notice of Meeting. If your question is for the Company’s auditor it should be relevant to the content of the auditor’s report, or the conduct of the audit of the financial report. This form must be received by the Company’s security registrar, Link Market Services Limited, by 5:00pm on Tuesday, 6 November 2018. Questions will be collated. During the course of the Annual General Meeting, the Chairman of the Meeting will endeavour to address as many of the more frequently raised securityholder topics as possible and, where appropriate, will give a representative of the Company’s auditor, the opportunity to answer written questions submitted to the auditor. However, there may not be sufficient time available at the meeting to address all topics raised. Please note that individual responses will not be sent to securityholders. My question relates to (please mark the most appropriate box) Performance or financial reports A resolution being put to the AGM General suggestion Remuneration Report Sustainability/Environment Other My question is for the auditor Future direction Performance or financial reports A resolution being put to the AGM General suggestion Remuneration Report Sustainability/Environment Other My question is for the auditor Future direction

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