INGENIA COMMUNITIES GROUP — Major Shareholding Notification 2007

May 17, 2007

ING®

ING Australia Holdings Limited ACN 008 459 596

GPO Box 3938 Sydney 2001 DX 10110 S.S.E.

347 Kent Street Sydney NSW 2000

Telephone (02) 9234 8111 Facsimile (02) 9299 1446

Company	Sydney Stock Exchange
Facsimile Number	1900 999 279
Attention	Manager Companies
cc:
From	Steve Rouvray
Date	18 May 2007
Number of pages including this page $\gamma$
	If all pages are not received please telephone	02 9234 8401
Subject	FORM 604

Dear Sir

Attached please find Form 604 change in interests or entitlements of Substantial Shareholder in relation to ING Real Estate Community Living Fund.

Yours faithfully

S.S. Rouvray Secretary

ING Set

ING Australia Holdings Limited ACN 008 459 596

GPO Box 3938 Sydney 2001 DX 10110 S.S.E.

347 Kent Street Sydney NSW 2000

Telephone (02) 9234 8111 Facsimile (02) 9299 1446

18 May 2007

The Secretary ING Real Estate Community Living Fund C/- ING Management Limited Level 6 345 George Street SYDNEY NSW 2000

Fax: 9033 1059

Dear Sir

Enclosed please find Form 604 notice of change in interests or entitlements of Substantial Shareholder.

Yours faithfully

S.S. Rouvray Secretary

page 1/2 15 July 2001 604

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	ING Real Estate Community Living Fund
ACN/ARSN

1. Details of substantial holder(1)

Name			ING Groep NV and related companies-refer attachment A to Form 604 4/6/06
ACN/ARSN (If applicable)	008 459 596

There was a change in the interests of the substantial holder on	11/05/2007
The previous notice was given to the company on	11/10/2006
The previous notice was dated	19/10/2006

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) and a relevant interest (3) $\left| \right.$

--- Class of securities (4)	Previous notice		Present notice
	Person's votes	Voling power (5)	Person's votosl	-Voting power (5)
Ordinary units	125339549	8.27%	125430266	5.47%
______

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
	Refer annexure B
	-------

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant Interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant Interest (6)	Class and rumber of securities	Person's votes
	Refer Arnexure Cl

page 2/2 15 July 2001 504

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
	$- - -$

6. Addresses

The addresses of persons named in this form are as follows:

m

Name	Address
	Refer Annexure C

Signature

	print name g g ROUVRAY	tapacity SECRETARY
sign here	$\cdots$	date 18/ 05 /2007

DIRECTIONS

• If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an $(1)$ a tion of the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.
• See the definition of "associate" in section 9 of the Corporations Act 2001. $\overline{a}$
• See the definition of "relevant interest" in sections GCB and 671B(7) of the Corporations Act 2001. $(3)$
• The voting shares of a company constitute one class unless divided into separate classes. $(4)$
• $\left(5\right)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• $\ddot{\theta}$ Include details of:
• any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 6718(4) applies, a copy of any $\omega$ document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement, and
• any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to $\begin{bmatrix} 1 \end{bmatrix}$ which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, becom'e $\sigma$ entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
• If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown". $^{(3)}$
• $\left( 9\right)$ Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

ANNEXURE 'B'

Changes in relevant interests

This is the annexure marked "B" of 1 page referred to In form 604 Notice of a Change of Interests of Substantial shareholder signed by me on this $\epsilon$ S LoS . b $\gamma$

S S Rouvray
Secretary. ING Australia Holdings Limited

$\bar{\alpha}$

Date of change	Person whose relevant interest ahangoa	INstum of change	Consideration given in Class and number Person's votes traintion to change	lef segurition Infractod	Inffected
28/02/2007	ING RE	Buy of Units on ASX	118.721	BO.717	90.717

ANNEXURE 'C'

Present relevant interests

This is the annexure marked 'C' of2 page referred to in the Notice of 604 a Change of Interests of Substantial shareholder signed by me on: 나요_ㅇㅇ-ㅇ-

S S Rouvray
Secretary, ING Australia Holdings Limited

Hulder of relevant inturest	Registered holder of securities	Person entitled to be registered as holder	Nature of relevant Interest	Class and number Persons volas of members
ING Group	ING Real Estate International i investmenta ili BV	IING Real Estata International Investments III BV	Relevant interest arising loursuant to: Isection 608(1) lof the Corporations A-1	11.909.855	11,909,855
IING Group	ING Real Estate Investment i Management Aust Pty Ltd	liNG Real Eslate Investment Management Aust Pty Ltd	lAs above	8.325.500	8,325,500
IING Group	ING Community Property Mananamant Piv Ltd	ING Community Property Management Pty Ltd	As above	5, 104, 194	5,104,194
ING Group	INC Management Ltd	ING Management Ltd	lAs above	90,717	90.717

$25,430,266$ $25,430,266$

ANNEXURE O

$\bar{\mathbf{r}}$

ING Group

Name	Address	Abbreviation*
ING Groep N.V. and its related	ING House.	ING Group
bodies corporate	Armstelveenseweg 500
	1061 KL Amsterdam
	Netherlands
ING Australia Holdings Limited	Level 1, 347 Kent Street	ING Foldings
	Sydney NSW 2000
ING Investment Management	Level 1, 347 Kent Street	ING Investment Management
Limited (Formerly Mercantile	Sydney NSW 2000
Mutual Investment
Management Limited
ING Management Limited	Level 6, 345 George	ING Management Limited
	Street, Sydney NSW 2000
ING Real Estate International	ING Real Estate	ING Real Estate Investment Management
Investments III BV	International Schenkkard	Australia Pty Limited
	65 The Netherlands
ANZ Managed investments C/-	GPO Box 2842AA	ANZ Nominees
ANZ Nominees Limited	Melbourne VIC 3001
ANZ Nominees Limited	GPO Box 7842AA.	ANZ Nominees Limited
	Melbourne VIC 3001
Codent Nominees Pty Limited	Cogent Nominees Pty	Codent Norninees Pty Limited (BNP Nominees)
	Limited PO Box R209
	Royal Exchange NSW
	1225 GPO Box 764G	Citicorp Nominees
Citicoro Nominees Pty Limited	Melbourne VIC 3001
J P Morgan Nominees Australia Locked Bag 7 Royal		J P Morgan Nominees Australia Limited
Limited	Exchange Sydney NSW
	2001
National Nominecs Limited	Level 5 South 271 Collins	National Nominees Limited
	Street Melbourne VIC
	зооо
Premier Nominees NO 1	No.1 Account C/-	Premler Nominees Limited
Account Limited	Armstrong Jones (New
	Zealand Limited PO Box
	7149 Wellesley Street
	Auckland 1036 New
	Zealand GPO Box 5430 Sydney	RBC Global Services
RBC Global Services Australia Nominees Pty Limited	NSW 2000