INGENIA COMMUNITIES GROUP — Capital/Financing Update 2019

Oct 15, 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 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)	Stapled Securities
	Up to 27,938,339 Stapled Securities to be issued under the non-renounceable pro-rata entitlement offer (Entitlement Offer).
	The new Stapled Securities are issued on the same terms as existing quoted fully paid stapled securities.

• See chapter 19 for defined terms.

Appendix 3B Page 1

4 Do the[+] securities rank equally in Yes, the securities will rank equally in all all respects from the[+] issue date respects with existing quoted stapled with an existing[+] class of quoted securities. +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 $3.93 6 Purpose of the issue The securities are issued for the purposes of (If issued as consideration for the the Entitlement Offer, the proceeds of which acquisition of assets, clearly will be used for the acquisition of further identify those assets) lifestyle communities. 6a Is the entity an[+] eligible entity that No 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 Not applicable. resolution under rule 7.1A was passed 6c Number of +securities issued Not applicable. without security holder approval under rule 7.1 6d Number of[+] securities issued with Not applicable. security holder approval under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 2

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 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B.	Not applicable.
	27,938,339
	Not applicable.
	Not applicable.
	Listing Rule 7.1: 5,427,704
	30 October 2019 for institutional portion of Entitlement Offer 11 November 2019 for retail portion of Entitlement Offer

• See chapter 19 for defined terms.

Appendix 3B Page 3

8 Number and +class of all +securities quoted on ASX (_including_the+securities in section 2 if applicable) 9 Number and +class of all +securities not quoted on ASX (_including_the+securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	After completion of the Entitlement Offer, there will be up to 265,414,227 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).	Stapled Securities
	Number	+Class
	1,329,985 297,372	Unlisted Long-Term Incentive Plan Rights Unlisted Short-Term Incentive Plan Rights
	No change

Part 2 - Pro rata issue

	art 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	No.
		Non-renounceable.
		2 for 17.
	14 +Class of+securities to which the offer relates	Stapled securities.

• See chapter 19 for defined terms.

Appendix 3B Page 4

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 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	7 p.m. 18 October 2019
	Yes
	Fractional entitlements will be rounded to the nearest whole number of Securities.
	Countries apart from Canada (British Columbia, Ontario and Quebec provinces), Hong Kong, Japan, New Zealand, Norway, Singapore, Switzerland, the United Kingdom and the United States.
	4 November 2019.
	CitiGroup Global Markets Australia Pty Limited, Goldman Sachs Australia Pty Ltd and Moelis Australia AdvisoryPtyLtd.
	INA has agreed to pay to the underwriters: 1.8% of the Entitlement Offer proceeds as an underwriting fee and 0.45% of the Entitlement Offer proceeds as a management and arrangingfee.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	23 October 2019.

• See chapter 19 for defined terms.

Appendix 3B Page 5

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.
	Not applicable.
	Not applicable.
	Not applicable.
	30 October 2019 for institutional portion of Entitlement Offer 11 November 2019 for retail portion of Entitlement Offer

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 ][+][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

• See chapter 19 for defined terms.

Appendix 3B Page 6

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)

==> picture [179 x 385] intentionally omitted <==

----- Start of picture text -----

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)
----- End of picture text -----

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 7

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: Vanessa Chidrawi

Date: 16 October 2019

• See chapter 19 for defined terms.

Appendix 3B Page 8

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 9

Step 2: Calculate 15% of “A”

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 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	23,176,816 7-Nov-18 33,956 16-Nov-18 3,044,601 27-Mar-19
“C”	26,255,373
Step 4: Subtract “C” from [“A” x “B”] to under rule 7.1	calculate remaining placement capacity
“A” x 0.15 Note: number must be same as shown in Step 2	31,683,077
Subtract“C” Note: number must be same as shown in Step 3	26,255,373
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 10

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Part 2	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
Insertnumber 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 11

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 12