INGENIA COMMUNITIES GROUP — Capital/Financing Update 2019

Oct 16, 2019

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 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued	1. Stapled Securities 2. Long-Term Incentive Plan (LTIP) Rights 3. Short-Term Incentive Plan (STIP) Rights
	1. 5,427,704 Stapled Securities to be issued pursuant to an institutional placement (Placement). 2. 22,809 FY17 LTIP Rights Entitlement factor and lapse of 50,205 FY17 Rights. 3. 6,501 FY18 STIP Rights Entitlement factor.

• See chapter 19 for defined terms.

Appendix 3B Page 1

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)	1. The new Stapled Securities are issued on the same terms as existing quoted fully paid stapled securities. 2. The LTIP Rights Entitlements are granted under the terms and conditions of the Ingenia Communities Group Rights Plan. 3. The STIP Rights are granted under the terms and conditions of the Ingenia Communities Group Rights Plan. The STIP Rights are subject to a “malus” (forfeiture) provision prior to the vesting date if the Board forms the view that the Group’s earnings growth is not sustainable; or in any circumstances set out in the rules of the Rights Plan.
	1. The Stapled Securities will rank equally in all respects with existing quoted stapled securities. 2. Upon the issue of INA stapled securities following exercise of the LTIP Rights, those stapled securities will rank equally in all respects with existing quoted stapled securities. 3. Upon the issue of INA stapled securities following exercise of the STIP Rights, those stapled securities will rank equally in all respects with existing quoted stapled securities.
	1. $3.93 2. 3.9235 3. 3.9235
	1. The securities are issued for the purposes of an institutional placement, the proceeds of which will be used for the acquisition of further lifestyle communities. 2. and 3. The Rights are issued to incentivise key executives of the business.

• See chapter 19 for defined terms.

Appendix 3B Page 2

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	No
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	22,809 FY17 LTIP Rights Entitlement factor 6,501 FY18 STIP Rights Entitlement factor
	Not applicable.
	Not applicable.

• See chapter 19 for defined terms.

Appendix 3B Page 3

6i Calculate the entity’s remaining Listing Rule 7.1: Nil issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements

7 +Issue dates 1. 30 October 2019 Note: The issue date may be prescribed by ASX 2. 17 October 2019 (refer to the definition of issue date in rule 3. 17 October 2019 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.

Number +Class 8 Number and +class of all After completion of Stapled Securities +securities quoted on ASX the Entitlement Offer ( including the[+] securities in section (see Appendix 3B 2 if applicable) dated 16 October 2019) and the Placement, there will be up to 270, 841,931 stapled securities on issue (based on 237,475,888 stapled securities on issue as at the date of this Appendix 3B and up to 27,938,339 stapled securities being issued under the Entitlement Offer and 5,427,704 stapled securities being issued pursuant to the Placement). Number +Class 9 Number and +class of all 1,302,589 Unlisted Long-Term +securities not quoted on ASX Incentive Plan Rights ( including the[+] securities in section 2 if applicable) 303,873 Unlisted Short-Term Incentive Plan Rights

• See chapter 19 for defined terms.

Appendix 3B Page 4

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) Part 2 - Pro rata issue 11 Is security holder approval required? 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 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue	No change
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.

• See chapter 19 for defined terms.

Appendix 3B Page 5

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? 32 How do security holders dispose of their entitlements (except by sale through a broker)? 33 +Issue date	Not applicable.
	Not applicable.
	Not applicable.
	23 October 2019.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.

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

• See chapter 19 for defined terms.

Appendix 3B Page 6

• (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 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 ]

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

• See chapter 19 for defined terms.

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)

Number +Class

42 Number and[+] class of all[+] securities quoted on ASX ( including the +securities in clause 38)

• See chapter 19 for defined terms.

Appendix 3B Page 8

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

Date: 17 October 2019

Print name: Vanessa Chidrawi

• See chapter 19 for defined terms.

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 208,823,347 on issue 12 months before the[+] issue date or date of agreement to issue

Add the following:

• Number of fully paid[+] ordinary securities 1,101,016 – 26-Sep-19 issued in that 12 month period under an exception in rule 7.2 1,155,146 27-Mar-19

• • Number of fully paid[+] ordinary securities 49,204 16-Nov-18 issued in that 12 month period with shareholder approval 91,802 16-Nov-18

• 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 nil securities cancelled during that 12 month period “A” 211,220,515

• See chapter 19 for defined terms.

Appendix 3B Page 10

Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”
“B”	0.15
	[Note: this value cannot be changed]
Multiply“A” by 0.15	31,683,077
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has
already been used
Insertnumber of+equity securities issued or	23,176,816 7-Nov-18
agreed to be issued in that 12 month period
_not counting_those issued:	33,956 16-Nov-18
• Under an exception in rule 7.2	3,044,601 27-Mar-19
• 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

already been used	already been used
Insertnumber of+equity securities issued or		23,176,816 7-Nov-18
agreed to be issued in that 12 month period
not	_counting_those issued:	33,956 16-Nov-18
•	Under an exception in rule 7.2	3,044,601 27-Mar-19
•	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”		26,255,373
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity
under rule 7.1

Step 4: Subtract “C” from [“A” x “B”] to	calculate remaining placement capacity	calculate remaining placement capacity
under rule 7.1
“A” x 0.15		31,683,077
Note: number must be same as shown in Step 2
Subtract“C”		26,255,373
Note: number must be same as shown in Step 3
Total[“A” x 0.15] – “C”		5,427,704
		[Note: this is the remaining placement capacity
		under rule 7.1]

• See chapter 19 for defined terms.

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”

Appendix 3B Page 12

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A “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

Appendix 3B Page 13