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

**Ingenia

Communities
Group
(Ingenia)**

comprising
Ingenia
Communities
Holdings
Limited
( Company ),
Ingenia
Communities
Management Trust
( Trust )
and
Ingenia
Communities
Fund
( Fund )

ABN

ACN
154
444
925
(Company) ARSN
122
928
410
(Trust) ARSN
107
459
576
(Fund)

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
Ingenia
stapled
securities
(each comprising
of
one
ordinary
share
in
the Company,
one
ordinary
unit
in
the
Trust
and one
ordinary
unit
in
the
Fund
(each
a Stapled Security )).

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04/03/2013 ME_116209776_1
(W2003x)

Appendix
3B
Page
1

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 due dates for payment; if +convertible securities, the conversion price and dates for conversion) 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 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	As described in documents lodged with ASX on 24 September 2014: 1. Up to 100,700,734 Stapled Securities will be issued under an institutional placement (Placement); and 2. Up to 97,269,120 Stapled Securities will be issued under an accelerated non- renounceable pro-rata entitlement offer (Entitlement Offer) (subject to the reconciliation of securityholder entitlements and the effect of rounding), (together,theEquity Raising).

	The new Stapled Securities to be issued under the Placement and Entitlement Offer will be issued on the same terms as existing Ingenia Stapled Securities.

	The new Stapled Securities to be issued under the Placement and Entitlement Offer will rank equally with existing Ingenia Stapled Securities on issue.

	$0.45 per new Stapled Security (under both the Placement and Entitlement Offer respectively).

	The proceeds of the Equity Raising will be used for the purpose of funding Lifestyle Park acquisitions.

ME_116209776_1
(W2003x)

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 6b The date the security holder resolution under rule 7.1A was passed 6c Number of +securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of +securities issued under an exception in rule 7.2 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. 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 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	No

	Not applicable.

	Not applicable.

	Not applicable.

	Not applicable.

	Not applicable.

	Not applicable.

	Not applicable.

	Not applicable.

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Appendix
3B
Page
3

7 +Issue
dates
Issue
dates

7 +Issue
dates
Issue
dates 9
October
2014
for
new
Stapled
Securities Note:
The
issue
date
may
be
prescribed
by
ASX issued
under
the
Placement,
the
institutional (refer
to
the
definition
of
issue
date
in
rule component of the Entitlement Offer 19.12).
For
example,
the
issue
date
for
a
pro
rata entitlement issue must comply with the ( Institutional
Entitlement
Offer )
and
for
new applicable
timetable
in
Appendix
7A. Stapled
Securities
in
respect
of
which
valid Cross
reference:
item
33
of
Appendix
3B. acceptances
have
been
received
by
5.00pm (AEST)
on
2
October
2014
( Early
Retail Entitlement
Offer )
under
the
retail
component of
the
Entitlement
Offer
( Retail
Entitlement Offer ). 22
October
2014
under
the
Retail
Entitlement Offer. + Number Class 8 Number and +class of all After
the
completion Fully paid Stapled +securities quoted on ASX of
the
Equity
Raising, Securities ( including the[+] securities
in
section there will be 2
if
applicable) 878,853,694 Stapled Securities on issue (based
on
the
number of
Stapled
Securities on
issue
as
at
the
date of
this
Appendix
3B and
the
number
of Stapled
Securities
to be
issued
under
the Equity
Raising
subject to the effects of rounding). + Number Class 9 Number and +class of all 7,558,000 Unlisted
Performance +securities
not
quoted
on
ASX Quantum
Rights ( including the +securities in section
2
if
applicable) 10 Dividend
policy
(in
the
case
of
a No
change trust,
distribution
policy)
on
the increased
capital
(interests)

**Part

2
-‐
Pro
rata
issue**

11 Is security holder approval No. required?

ME_116209776_1
(W2003x)

12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 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. 19 Closing date for receipt of acceptances or renunciations	Non-renounceable.

	1 new Stapled Security for every 7 Stapled Securities held on the Entitlement Offer record date.

	Stapled Securities

	7pm on 29 September 2014

	No

	When fractions arise in the calculation of entitlements, they will be rounded down to the nearest whole number.

	All countries other than Australia or New Zealand and any other jurisdictions into which it is decided to make offers.

	5pm (AEST) on 24 September 2014 (Institutional Entitlement Offer close). 5pm (AEST) on 2 October 2014 (Early Retail Entitlement Offer close). 5pm (AEST) on 15 October 2014 (Retail Entitlement Offer close).

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Appendix
3B
Page
5

20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 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 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements_in full_through a broker? 31 How do security holders sell_part_of their entitlements through a broker and accept for the balance?	Not applicable.

	Not applicable.

	Not applicable.

	Not applicable.

	Not applicable.

	Not applicable.

	1 October 2014

	Not applicable.

	Not applicable.

	Not applicable.

	Not applicable.

	Not applicable.

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Appendix
3B
Page
6 ME_116209776_1
(W2003x)

04/03/2013

32 How
do
security
holders
dispose
of their
entitlements
(except
by
sale through
a
broker)?

Not
applicable.

33 +Issue
date

Refer
to
Item
7
of
this
Appendix
3B.

**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
(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
] additional[+][securities
are
][+] securities,
and
the
number
and
percentage
of
additional[+][equity
securities,
the
names
of
the
20
largest
holders
of
the
][+] securities
held by
those
holders
36 +[If
the
] securities
setting
out
the
number
of
holders
in
the
categories[+][securities
are
][+][equity
securities,
a
distribution
schedule
of
the
additional
] 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
]

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Appendix
3B
Page
7

Entities that have ticked box 34(b) 38 Number of+securities for which +quotation is sought 39 +Class of +securities for which quotation is sought 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 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) 42 Number and+class of all+securities quoted on ASX (_including_the +securities in clause 38)








	Number	+Class

NSY
NSY

See
chapter
19
for
defined
terms. Appendix
3B
Page
8 ME_116209776_1
(W2003x)

04/03/2013

**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 + + 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.

Sign
here: Company
Secretary Print
name: Leanne
Ralph

Date:
25
September
2014

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Appendix
3B
Page
9

**Appendix

3B
–
Annexure
1**

**Calculation

of
placement
capacity
under
rule
7.1
and
rule 7.1A
for
eligible
entities**

Introduced
01/08/12
Amended
04/03/13

**Part

1**

**Rule

7.1
–
Issues
exceeding
15%
of
capital**

_**Step

1:
Calculate
“A”,
the
base
figure
from
which
the
placement
capacity
is calculated**_

Insert number
of
fully
paid[+] ordinary
securities on
issue
12
months
before
the[+] issue
date
or date
of
agreement
to
issue

Add the
following:

Number
of
fully
paid[+] ordinary
securities issued
in
that
12
month
period
under
an exception
in
rule
7.2
Number
of
fully
paid[+] ordinary
securities issued
in
that
12
month
period
with shareholder
approval
Number
of
partly
paid[+] ordinary
securities that
became
fully
paid
in
that
12
month period

Note:

Include
only
ordinary
securities
here
–
other classes
of
equity
securities
cannot
be
added
Include
here
(if
applicable)
the
securities
the subject
of
the
Appendix
3B
to
which
this form
is
annexed
It
may
be
useful
to
set
out
issues
of securities
on
different
dates
as
separate
line items

Subtract the
number
of
fully
paid[+] ordinary securities
cancelled
during
that
12
month period

“A”

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Appendix
3B
Page
10 ME_116209776_1
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04/03/2013


*Step 2: Calculate 15% of “A”*
“B”	0.15 [Note: this value cannot be changed]
*Multiply*“A” by 0.15
*Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has* *already been used*
*Insertnumber of+equity securities issued or agreed to be issued in that 12 month period not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 _Note: • This applies to equity securities, unless* specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items
“C”
*Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity* *under rule 7.1*
“A” x 0.15 Note: number must be same as shown in Step 2
*Subtract“C” Note: number must be same as shown in Step 3*
*Total*[“A” x 0.15] – “C”	[Note: this is the remaining placement capacity under rule 7.1]

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04/03/2013 ME_116209776_1
(W2003x)

Appendix
3B
Page
11

**Part

2**

**Rule

7.1A
–
Additional
placement
capacity
for
eligible
entities**

Step
1:
Calculate
“A”,
the
base
figure
from
which
the
placement
capacity
is calculated

“A” Note:
number
must
be
same
as
shown
in
Step
1 of
Part
1

_**Step

2:
Calculate
10%
of
“A”**_

“D” 0.10 Note:
this
value
cannot
be
changed Multiply “A”
by
0.10

Step
3:
Calculate
“E”,
the
amount
of
placement
capacity
under
rule
7.1A
that
has already
been
used

Insert number
of[+] equity
securities
issued
or agreed
to
be
issued
in
that
12
month
period under
rule
7.1A

Notes:

This
applies
to
equity
securities
–
not
just ordinary
securities
Include
here
–
if
applicable
–
the
securities the
subject
of
the
Appendix
3B
to
which
this form
is
annexed
Do
not
include
equity
securities
issued
under rule
7.1
(they
must
be
dealt
with
in
Part
1), or
for
which
specific
security
holder approval
has
been
obtained
It
may
be
useful
to
set
out
issues
of securities
on
different
dates
as
separate
line items

“E”

11526743.2

NSY
NSY

See
chapter
19
for
defined
terms. Appendix
3B
Page
12 ME_116209776_1
(W2003x)

04/03/2013


*Step 4: Subtract “E” from [“A” x “D”] to* *under rule 7.1A*	*calculate remaining placement capacity*
“A” x 0.10 Note: number must be same as shown in Step 2
*Subtract“E” Note: number must be same as shown in Step 3*
*Total*[“A” x 0.10] – “E”	Note: this is the remaining placement capacity under rule 7.1A

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04/03/2013 ME_116209776_1
(W2003x)

Appendix
3B
Page
13

AI assistant

INGENIA COMMUNITIES GROUP Capital/Financing Update 2014

65125_rns_2014-09-24_813ba4fd-1718-4bf9-8168-0d141e5fbdf5.pdf

**Appendix

**New

**Ingenia

**Part

**Part

**Part

**Entities

**Additional

**Quotation

**Appendix

**Calculation

**Part

**Rule

_**Step

**Part

**Rule

_**Step

AI assistant

INGENIA COMMUNITIES GROUP — Capital/Financing Update 2014

65125_rns_2014-09-24_813ba4fd-1718-4bf9-8168-0d141e5fbdf5.pdf

**Appendix

**New

**Ingenia

**Part

**Part

**Part

**Entities

**Additional

**Quotation

**Appendix

**Calculation

**Part

**Rule

_**Step

**Part

**Rule

_**Step

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INGENIA COMMUNITIES GROUP Capital/Financing Update 2014