INGENIA COMMUNITIES GROUP — Major Shareholding Notification 2013

Feb 20, 2013

Form 605

Corporations Act 2001 Section 671B

Notice of ceasing to be a 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) 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)
The holder ceased to be a substantial holder on	19 Feb 2013
The previous notice was given to the company on	20 Feb 2013

1. Changes in relevant interests

The previous notice was dated

Particulars of each change in, or change in the nature of, a relevant interest (2) of the substantial holder or an associate (3) 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:

20 Feb 2013

Date of change ------------	Person whose relevant interest changed .	Nature of change (4)	Consideration oiven in relation to change (5)	Class (6) and number of securities affected	Person's votes affected
See Annexure A. Table 3

3. Changes in association

The persons who have become associates (3) of, ceased to be associates of, or have changed the nature of their association (7) 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
. Table 3 See Annexure A.
	—

4. Addresses

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

Name	Address
The Group	, C/- Allan Gray Australia, Level 2 Challis House, 4 Martin Place Sydney, NSW 2000

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 ----
1 and 2 : Annexure A. Tables	------------

6. Addresses

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

Name	Address
__ — The Group	Allan Challis ' 2000 NSW House. ı Place Martin . sra ≅ Lever⊾ Australia svanev w

$\hat{\mathcal{L}}$

print name	Simon Marais	Director
sign here		Warais date 21 February 2013
		DIRECTIONS
	the form.	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
(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.
(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:
	$\left( a\right)$	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.
(7)	interest was acquired.	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 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
(8)	write "unknown".	If the substantial holder is unable to determine the identity of the person (eg if the relevant interest arises because of an option)
	notice.	Give details, if appropriate, of the present association and any change in that association since the last substantial holding

Ingenia Communities Group Ltd THIS IS ANNEXURE A OF 2 PAGES REFERRED TO IN THE ABOVE FORM 605

----- --- Print name	Simon Marais	Director
Sign here	>1 V famus "	Date: 21 Feb 2013

Table 1 - Related bodies corporate

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

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	Investme nt Manager	Ref. Code	Registered Holder	Persons entitled to be registered holder
1	Allan Gray Australia Equity Fund (formerly Orbis/SM Australia Equity Fund)	Allan Gray Australia (AGA)	SMEF	Citibank N.A (Citi) as nominee of SMEF	Citi as nominee of SMEF
$\overline{2}$	Warakirri 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
$\overline{7}$	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 SMHP	JP Morgan Nominees Australia Ltd as nominee of SMHP
13	Russell Australian Opportunities Fund	AGA	SMRI	SSAL as nominee of SMRI	SSAL as nominee of SMRI
$\overline{14}$	Orbis International Equity LP	OAML	IELP	Citigroup Pty Ltd as nominee of IELP	Citigroup Pty Ltd as nominee of IELP
$\overline{15}$	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 USLP	Citigroup Pty Ltd as nominee of USĽP
17	Qantas Superannuation Plan	AGA	SMQS	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
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
$\overline{22}$	REST Superannuation Fund	AGA	SMRT	SSAL as nominee for SMRT	SSAL as nominees for SMRT

$\mathcal{L}$

$\langle$ $\epsilon$ $\bar{\bar{z}}$ $\frac{1}{2}$ $\frac{1}{4}$ $\bar{1}$

Table 3 - Change in relevant interest

Trade Date	Reference Code	Action	No of security	Consideration
19 Feb 13	SMCB	Sell	$-1,099,403$	-\$339,887
19 Feb 13	SMCS	Sell	-454,046	$-$140,375$
19 Feb 13	SMEF	Sell	$-1,328,625$	$-$410,753$
19 Feb 13	SMHP	Sell	-588,085	$-$181,830$
19 Feb 13	SMHT	Sell	$-895,456$	-\$276,836
19 Feb 13	SMIA	Sell	$-199,540$	$-$61,658$
19 Feb 13	SMNG	Sell	$-795,419$	$-$245,909$
	Total		$-5,360,574$	$-$1,657,247$

All trades on market unless otherwise indicated.

$\sim$