INGENIA COMMUNITIES GROUP — Major Shareholding Notification 2012

Sep 18, 2012

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	Ingenia Communities Group Ltd (comprising Ingenia Communities Holdings Ltd, Ingenia Communities management Trust and Ingenia Communities Fund)
ACN/ARSN	154 444 925 / 122 928 410 / 107 459 576
1. Details of substantial holder (1)
Name	Allan Gray Australia Pty Ltd (Allan Gray Australia - formerly known as Orbis Investment Management (Australia) Pty Ltd) and its related bodies corporate as set out in Table 1 of Annexure A (together the Group), as investment manager for the funds or investment mandates listed at Table 2 of Annexure A
ACN/ARSN (if applicable)	112 316 168 (ACN of Allan Gray Australia)
There was a change in the interests of the substantial holder on	17 Sep 2012
The previous notice was given to the company on	14 Sep 2012
The previous notice was dated	14 Sep 2012

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 .		Present notice
	Voting power (5) Person's votes		Person's votes	. Voting power (5) ----
Ordinary shares	55,838,310	12.66%	49,789,862	11.29%

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 $\cdots$
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 securíties	11.4414 Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities __	Person's votes ------
Tables 2 and 4 See Annevure A

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
Tables 1 and 2 See Annexure A.	------------------------------- ----
----- –

6. Addresses

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

--- Name ----	------ Addres.
The Group ᅲ	------ Challis Allan $\mathbf{a}$ . NSW 2000 Place Martin Level 2 Grav Svdnev. Australia House. ––

Signature

print name	Simon Marais	Director
sign here	Of larais	19 September 2012 date

DIRECTIONS

• $(1)$ 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 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 6 of the form.
• $(2)$ See the definition of "associate" in section 9 of the Corporations Act 2001.
• See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. $(3)$
• $(4)$ The voting shares of a company constitute one class unless divided into separate classes.
• $(5)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• $(6)$ Include details of:
• $(a)$ any relevant agreement or other circumstances because of which the change in relevant interest occurred. If 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 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) $(8)$ write "unknown".
• $(9)$ Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

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

Print name	Simon Marais ,,,,,,,,,,	Director
Sign here	tamos	Date 19 Sep 2012

Table 1 - Related bodies corporate

The following entities are associates of Allan Gray Australia and each other by virtue of being related bodies corporate. The Street Street Properties Ltd
Orbis Mansfield Street Properties Ltd
Orbis Investment Management (BVI) Limited (OBIVL) Orbis Holdings Limited Orbis World Limited Orbis Investment Management (EVI) Lift
Orbis Investment Advisory Pty Limited
Allan Gray (Holdings) Pty Limited
Allan Gray Australia Pty Limited
Orbis Client Services (Canada) Limited Orbis Investment Management Limited (OIML)
Orbis Asset Management Limited (OAML) Orbis Administration Limited Orbis Investment Research Limited Orbis Investment Advisory (Hong Kong) Limited Orbis Holdings (UK) Limited Triple Blue Holdings Limited Orbis Investment Management (Europe) LLP Pictet Overseas Trust Corporation and Pictet Trustee Company SA

Table 2 - Funds An entity within the Group acts as investment manager for some or all of the assets in the following funds.

No	Fund name	Investment Manager	Ref. Code	Registered Holder	Persons entitled to be registered holder
1	Allan Gray Australia Equity Fund (formerly Orbis/SM Australia Equity Fund)	Allan Grav Australia (AGA)	SMEF	Citibank N.A (Citi) as nominee of SMEF	Citi as nominee of SMEF
$\overline{2}$	Warakim Endeavour Fund	AGA	SMWK	ANZ Nominees Ltd as nominee of SMWK	ANZ Nominees Ltd as nominee of SMWK
3	Orbis Global Equity Fund (Aust. Registered)	OIML	GAPL	Citi (HK) as nominee of GAPL	Citi (HK) 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	Orbis Asia ex-Japan Fund	OBVIL	XJPL	Citigroup Pty Ltd as nominee of XJPL	Citigroup Pty Ltd as nominee of XJPL
9	Intech Australian Shares High Alpha Trust	AGA	SMIA	JP Morgan Nominees Australia Ltd. as nominee of SMIA	JP Morgan Nominees Australia Ltd as nominee of SMIA
10	Construction and Building Unions Superannuation Fund	AGA	SMCB	National Nominees (NAB Custodian Services) as nominee for SMCB	NAB Custodian Services as nominee for SMCB
11	HESTA Superannuation Fund	AGA	SMHT	JP Morgan Nominees Australia Ltd as nominee of SMHT	JP Morgan Nominees Australia Ltd as nominee of SMHT
12	Hostplus Superannuation Fund	AGA	SMHP	JP Morgan as nominee of SMAU	JP Morgan Nominees Australia Ltd as nominee of SMAU
13	Russell Australian Opportunities Fund	AGA	SMRI	SSAL as nominee of SMRI	SSAL as nominee of SMRI
14	Orbis International Equity LP	OAML	IELP	Citigroup Pty Ltd as nominee of IELP	Citigroup Pty Ltd as nominee of IELP
15	Catholic Superannuation Fund	AGA	SMCS	NAB Custodian Services	NAB Custodian Services
16	Orbis US Equity Fund LP	OAML	USLP	Citigroup Pty Ltd as nominee of IELP	Citigroup Pty Ltd as nominee of IELP
17	Qantas Superannuation Plan	AGA	SMOS	JP Morgan Nominees Australia Ltd as nominee of SMQS	JP Morgan Nominees Australia Ltd as nominee of SMQS
18	Maritime Super	AGA	SMMS	NAB Custodian Services as nominee for SMMS	NAB Custodian Services as nominee for SMMS
19	Warakirri Australian Equities Pensions and Charities Fund	AGA	SMWA	ANZ Nominees Ltd as nominee of SMWA	ANZ Nominees Ltd as nominee of SMWA
$\overline{20}$	Non-Government Schools Superannuation Fund	AGA	SMNG	SSAL as nominee for SMNG	SSAL as nominees for SMNG
21	Allan Gray Australia Opportunity Fund (formerly Orbis/SM Australia Opportunity Fund)	AGA	SMSF	Citi as nominee for SMSF	Citi as nominee for SMSF
22	REST Superannuation Fund	AGA	SMRT	SSAL as nominee for SMNG	SSAL as nominees for SMRT.

Table 3 - Change in relevant interest

Trade Date	Reference Code	Action	No of security	Consideration
13 Sep to 17 Sep 12	SMCB	Sell	$-1,367,355$	$-$342,114$
13 Sep to 17 Sep 12	SMCS	Sell	-662,532	$-$ \$165,824
13 Sep to 17 Sep 12	SMEF	Sell	$-1,640,395$	$-$ \$410,465
13 Sep to 17 Sep 12	SMHT	Sell	$-1,107,381$	-\$277,068
13 Sep to 17 Sep 12	SMIA	Sell	$-310,821$	\$77,705
13 Sep to 17 Sep 12	SMNG	Sell	-959,964	$-$ \$ 240,184
	Total		$-6,048,448$	$-$1,513,360$

All trades on market unless otherwise indicated

Table 4 - Present relevant interest

Reference Code	Total no of securities
SMCB	12,737,488
SMCS	4,509,584
SMEF	14,553,498
SMHP	2,734,984
SMHT	7,761,188
SMIA	3,403,675
SMNG	4,037,100
SMWK	52,345
Total	49,789,862