INGENIA COMMUNITIES GROUP — Major Shareholding Notification 2008

Nov 20, 2008

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme	ING Real Estate Community Living Group
ACN/ARSN/ABN	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 Table 2 of Annexure A
ACN (if applicable)	112 316 168 (ACN of Orbis Australia)
The holder became a substantial holder on	19 Nov 08

2. Details of 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 on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securities	Person's votes (5)	Voting power (6)
Ordinarv	30,638,039	30.638.039	6.95%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities ---
See Annexure A. Tables 2 and 3 ----

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Class and number of securities
See Annexure A, Tables 2 and
.

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant interest	Date of acquisition	Consideration (9)		Class and number of securities
		Cash	Non-Cash
See Annexure A, Tables 2 and 3

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
See Annexure A, Tables 1 and 2
$-11111$ 100011-012

7. Addresses

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

------- Name _____ ---	,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Address
Orbis Group	. C/- Orbis Australia, Level 2 Challis House 4 Martin Place
______	NSW -2000 Svdnev --- ---- ------

Signature

print name Simon Marais

sign here Wanai -

Capacity Authorised Signatory

date 21 Nov 08

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 $(1)$ 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 paragraph 7 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. $(4)$
• The total number of votes attached to all the voting shares in the company or voting Interests in the scheme (if any) that the person or an associate has a $(5)$ relevant interest in.

The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(6)$

• $(7)$ Include details of:
• any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document $(a)$ 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.

• $(B)$ 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".
• $(9)$ 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, become entitied to receive in rolation 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.

ING Real Estate Community Living Group
THIS IS ANNEXURE A OF 2 PAGES REFERRED TO IN THE ABOVE FORM 603

Print name ---	Simon Marais —	Director
Sign here	famo	Date 21 Nov 08

Table 1 - Related bodies corporate

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

Table 2 - Funds

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

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	HSBC Custody Nominees (Australia) Ltd as nominee of SMEF	HSBC Custody Nominees (Australia) Ltd 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	HSBC Custody Nominees (Australia) Ltd as nominee of GAPL	HSBC Custody Nominees (Australia) Ltd 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 nomines of SGPL	Citigroup PTY Ltd as nominee of SGPL
$\overline{7}$	Orbis Optimal Giobal Fund LP	OAML	OOLP	HSBC Custody Nominees (Australia) Ltd as nominee of OOLP	HSBC Custody Nominees (Australia) Ltd as nominee of OOLP
8	GA Fund -L Equity Deep Value World TP	OIML	FWEF	ANZ Nominees Ltd as nominee of FWEF	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	SMIA	JP Morgan 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 nominee for SMCB
12	HESTA Superannuation Fund	Orbls Australia	SMHT	JP Morgan 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 - relevant interest

Acquisition date	Reference code	Action	No of security	Consideration
18 and 19 Nov 08	SMAU	Buy	1.510.477	\$ 102,030
18 and 19 Nov 08	SMCB	Buy	7,398,623	\$ 500,122
18 and 19 Nov 08	SMEF	Buy	13,492,452	\$ 912,176
18 and 19 Nov 08	SMHP	Buy	1,405,592	\$ 95 269
18 and 19 Nov 08	SMHT	Buy	1,913,519	\$ 129.340
18 and 19 Nov 08	SMIA	Buy	1.937,969	\$ 130,865
18 and 19 Nov 08	SMWK	Buv	2,979,407	\$ 201,251
			30,638,039	\$2.071,053