INGENIA COMMUNITIES GROUP — Major Shareholding Notification 2008

Dec 11, 2008

ORBIS

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	ING Real Estate Community Living Group
ACN/ARSN	ABN 107 459 576
1. Details of substantial holder (1)
Name	Orbis Investment Management (Australia) Pty Ltd (Orbis Australia) and its related bodies corporate as set out in Table 1 of Annexure A (together Orbis Group), as investment manager for the funds or investment mandates listed at Tabie 2 of Annexure A
ACN/ARSN (if applicable)	112 316 168 (ACN of Orbis Australia)
There was a change in the interests of the substantial holder on	9 Dec 08 21 Nov 08
The previous notice was given to the company on
The previous notice was dated	21 Nov 08

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) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice		Fresent notice
	Person's votes ------	Voting power (5)	Person's votes	Voting pawer (5)
Ordinary shares	44,246,212	10.03%	66.066.174	14.98%

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
See Annexure A. Tables 2 and 3

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	Person entitled to be	Nature of relevant	Class and number	Person's
	securities	registered as holder (8)	interest (6)	of securities	votes
Tables 2 and 4 See Annexure A.

1. 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;

Mame and ACN/ARSN (if applicable) .	Nature of association
----------------------------------------	-----------------------

See Annexure A. , Tables 1 and 2 –
-

6. Addresses

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

Name	--- Address
Orbis : Group - -	COMMERCE Challis House. - Orbis Australia, $\sim$ Level 2 Martin Place Sydney NSW 2000 $-1$ –

Signature

print name	Simon Marais ------	Director
sign here	Off larano .	12 Dec 2008 date

DIRECTIONS

• If there are a number of substantial holders with similar or related relevant interests (eg a corporation and its related $(1)$ corporations, or the manager and trustee of an equity trust), 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 peragraph 6 of the form.
• $(2)$ See the definition of "associate" in section 9 of the Corporations Act 2001.
• $(3)$ See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
• The voting shares of a company constitute one class unless divided into separate classes. $\langle 4 \rangle$
• $(5)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• $(6)$ Include details of:
• any relevant agreement or other circumstances because of which the change in relevant interest occurred. If $(a)$ subsection 671B(4) applies, a copy of any 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
• $(b)$ 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 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 $(7)$ was acquired has, or may, become entitied 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 ecquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
• $(3)$ 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".
• Give details, if appropriate, of the present association and any change in that association since the last substantial holding $(9)$ notice

ING Real Estate Community Living Group

THIS IS ANNEXURE A OF 2 PAGES REFERRED TO IN THE ABOVE FORM 604

Print name	Simon Marais . .	Director ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
Sign here	james	Date 12 Dec 2008

Table 1 - Related bodies corporate

The following entities are associates of Orbis Australia and each other by virtue of being related bodies corporate.

Orbis Holdings Limited Orbis World Limited Orbis Investment Management Limited (OIML) Orbis Asset Management Limited (OAML) Orbis Administration Limited Orbis Investment Research Limited Orbis Investment Management (MIS) Limited Triple Blue Holdings Limited Pictet Overseas Trust Corporation and Pictet Trustee Company SA

Orbis Mansfield Street Properties Ltd Orbis Investment Management (BVI) Limited (OBIVL) Orbis Investment Advisory Pty Limited Orbis Holdings (Australia) Pty Limited
Orbis Holdings (Australia) Pty Limited
Orbis Investment Management (Australia) Pty Limited Orbis Client Services (Canada) Limited Orbis Holdings (UK) Limited Orbis Investment Management (Europe) LLP

Table 2 - Funds

An entity within the Orbis Group acts as investment manager for some or all of the assets in the following funds.

No	Fund name	Investment Manager	Reference Code	Registered Holder	Persons entitled to be registered holder
1	Orbis MIS - Orbis/SM Australia Equity Fund	Orbis Australia	SMEF	State Street Australia Limited (SSAL) as nominee of SMEF	SSAL as nominee of SMEF
2	Warakirri Endeavour Fund	Orbis Australia	SMWK	ANZ Nominees Ltd as nominee of SMWK	ANZ Nominees Ltd as nominee of SMWK
3	Orbis MIS - Orbis Global Equity Fund	OIML	GAPL	SSAL as nominee of GAPL	SSAL as nominee of GAPL
4	Orbis Global Equity Fund Limited	OIML	OGEF	Citigroup PTY Ltd as nominee of OGEF	Citigroup PTY Ltd as nominee of OGEF
5	Orbis Optimal SA Fund Limited	OIML	OSAP	Citigroup PTY Ltd as nominee of OSAP	Citigroup PTY Ltd as nominee of OSAP
6	Orbis SICAV-Global Equity Fund	OIML.	SGPL	Citigroup PTY Ltd as nominee of SGPL	Citigroup PTY Ltd as nominee of SGPL
7	Orbis Optimal Global Fund LP	OAML	OOLP	Citigroup PTY Ltd as nominee of OOLP	Citigroup PTY Ltd as nominee of OOLP
8	GA Fund -L Equity Deep Value World TP	OIML	FWEF	ANZ Nominees Ltd as nominee of EWEE	ANZ Nominees Ltd as nominee of FWEF
9	Orbis Asia ex-Japan Fund	OBVIL	XJPL	Citigroup PTY Ltd as nominee of XJPL	Citigroup PTY Ltd as nominee of XJPL
10	Intech Australian Shares High Alpha Trust	Orbis Australia	AIMS	JP Morgan Nominees Australia Ltd as nominee of SMIA	JP Morgan Nominees Australia Ltd as nominee of SMIA
11	Construction and Building Unions Superannuation Fund	Orbis Australia	SMCB	National Nominees (NAB Custodian Services) as nominee for SMCB	National Nominees Ltd (NAB Custodian Services) as nominae for SMCB
12	HESTA Superannuation Fund	Orbis Australia	SMHT	JP Morgan Nominees Australia Ltd as nominee of SMHT	JP Morgan Nominees Australia Ltd as nominee of SMHT
13	AustralianSuper Fund	Orbis Australia	SMAU	JP Morgan as nominee of SMAU	JP Morgan Nominees Australia Ltd as nominee of SMAU
14	Hostplus Superannuation Fund	Orbis Australia	SMHP	JP Morgan as nominee of SMAU	JP Morgan Nominees Australia Ltd as nominee of SMAU

Table 3 - Change in relevant interest

Acquisition date	Reference code	Action	No of security	Consideration
24 Nov to 9 Dec 08	SMAU	Buy	1,640.135	\$ 119,705
8 and 9 Dec 08	SMCB	Buy	4,668,607	\$ 296.604
5 to 9 Dec 08	SMEF	Buy	10,019,817	\$ 626,014
24 Nov to 9 Dec 08	SMHP	Buy	1.667.705	\$ 119,856
$9$ -Dec-08	SMHT	Buy	1.017,380	\$ 60,229
9-Dec-08	SMIA	Buy	1.046.883	\$ 61,975
$9$ -Dec-08	SMWK	Buy	1,759,435	\$ 104,159
			21,819,962	1,388,542 \$

$\hat{\mathcal{A}}$

Table 4 - Present relevant interest

Reference code SMAU	Total no of security 3,150,612
SMCB	15,606,011
SMEF	29,967,616
SMHP	3,073,297
SMHT	4.010.035
SMIA	4.072.599
SMWK	6.186,004
	66,066,174