INGENIA COMMUNITIES GROUP — Capital/Financing Update 2007

Apr 22, 2007

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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.

Name of entity

ING Real Estate Community Living Group (comprising ING Real Estate Community Living Fund (ARSN 107 459 576) & ING Real Estate Community Living Management Trust (ARSN 122 928 410)

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).

$\mathbf{1}$ ⁺Class of ⁺securities issued or to be issued

Stapled Securities

• $\overline{2}$ Number of ⁺securities issued or to be issued (if known) or maximum number which may be issued
• $\mathcal{R}$ Principal terms of the *securities (eg, 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)

Approximately 115,671,642

Stapled Securities

⁺ See chapter 19 for defined terms.

$\overline{4}$ Do the ⁺securities rank equally in all respects from the date of allotment 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

5 Issue price or consideration

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

The proceeds of the Offer will be used to fund the acquisition of a 50% interest in a portfolio of eight Long Term Care facilities in Toronto, the acquisition of three retirement villages in Western Australia and one retirement village in Oueensland and a further investment in the Fund's US Joint Venture with Chartwell Seniors Housing REIT, as described in the corresponding ILF Product Disclosure Statement (PDS).

The units rank equally in all respects

from the date of allotment.

$\overline{7}$ Dates of entering *securities into uncertificated holdings or despatch of certificates

14 May 2007 (Initial Allotment Date under the Early Acceptance Date, as described in the PDS) and 13 June 2007 (Final Allotment Date), as described under the PDS.

8 Number and tclass of - all *securities quoted on ASX (including the securities in clause 2 if applicable)

Number	+ Class
Approximately 428,192,225	Stapled Securities

\$1.34

⁺ See chapter 19 for defined terms.

		Number	+ Class
9	aIl and + class - of Number *securities not quoted on ASX (including the securities in clause 2 if applicable)	Not applicable	Not applicable
10 1	This is described as $f_{\text{max}}^{\prime}$ and $g_{\text{max}}^{\prime}$ and $\mathbf{r}$ and $\mathbf{r}$ and $\mathbf{r}$ and $\mathbf{r}$ are $\mathbf{r}$ and $\mathbf{r}$ and $\mathbf{r}$ are $\mathbf{r}$ and $\mathbf{r}$ are $\mathbf{r}$ and $\mathbf{r}$ are $\mathbf{r}$ and $\mathbf{r}$

Dividend policy (in the case of $a \mid \mathbf{No}$ change in policy from this issue. 10 trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11	security holder approval Is required?	Unitholder approval is not required for this issue.
12	Is the issue renounceable or non- renounceable?	Non-renounceable
13	Ratio in which the *securities will be offered	1 new stapled security for every 2.791 existing stapled securities held.
14	Class of securities to which the offer relates	Stapled Securities
15	*Record determine date to entitlements	27 April 2007.
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	N/A
17	Policy for deciding entitlements in relation to fractions	Rounded up to the nearest whole stapled security.
18	Names of countries in which the entity has *security holders who will not he issue sent new documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.	The PDS relating to the new issue of Stapled Securities will only be sent to existing securityholders in Australia and New Zealand
19	date for Closing receipt оf accentances or reminciations	N/A

$\div$ See chapter 19 for defined terms.

20	Names of any underwriters	J. P. Morgan Australia Limited (ABN 52 002 888 011)
21	Amount of any underwriting fee or commission	\$3.41 million
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 prospectus or Product Disclosure Statement will be sent to persons entitled	On or around 3 May 2007.
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	N/A
	of their entitlements through a broker and accept for the balance?

$\overline{\text{+ See chapter 19 for defined terms.}}$

32	How do *security holders dispose of their entitlements (except by sale through a broker)?	Unitholders may not dispose of their Entitlements. Any entitlements not taken up by eligible unitholders under the offer may
	*Despatch date	be offered to public investors as part of a Public Offer under the PDS. 3 May 2007

Part 3 - Ouotation of securities

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

• 34 Type of securities (tick one)
• Securities described in Part 1 $(a)$
• $(b)$ $\sqrt{}$ 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

⁺ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

38	Number of securities for which * quotation is sought	Approximately 115,671,642
39.	Class of "securities" for which quotation is sought	Stapled securities
40	Do the securities rank equally in all respects from the date of allotment with an existing class of quoted *securities? If the additional securities do not rank equally, please state: the date from which they do the. which they extent 10 10 participate for the next dividend, $\sin$ 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	New stapled securities allotted at the Initial Allotment date (14.5.2007) and Final Allotment date (13.6.2007) will be entitled to the full June 2007 distribution.
41	Reason for request for quotation now Example: In the case of restricted securities, end of restriction period upon conversion (if issued οf another security, clearly identify that other security)	N/A
42	Number and $\dot{\tau}$ class of all $\dot{\tau}$ securities. quoted on ASX (including the securities in clause 38)	Number Approximately 428,192,226	+Class Stapled securities

$\overline{\text{+ See chapter 19 for defined terms.}}$

Ouotation agreement

• $+$ Ouotation of our additional $+$ securities is in ASX's absolute discretion. ASX may $\mathbf{1}$ quote the $+$ securities on any conditions it decides.
• We warrant the following to ASX. $\overline{2}$
• The issue of the $+$ securities to be quoted complies with the law and is not $\bullet$ 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.
• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the $+$ securities to be quoted, it has been provided 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.

$\div$ See chapter 19 for defined terms.

• $\overline{3}$ 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.
• $\sqrt{4}$ We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before $+$ 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.

.......................................

Date: 23 April 2007

Director

Hugh Thomson

$== == == == ==$

⁺ See chapter 19 for defined terms.