INGENIA COMMUNITIES GROUP — Share Issue/Capital Change 2015

Nov 22, 2015

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

**Appendix

3B**

**New

issue announcement, application for quotation of additional securities and agreement**

_Information or documents not available now must be given to ASX as soon as available.

Information and documents given to ASX become ASX’s property and may be made public._

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

**Ingenia

Communities Group (Ingenia)**

comprising Ingenia Communities Holdings Limited ( Company ), Ingenia Communities Management Trust ( Trust ) and Ingenia Communities Fund ( Fund )

ABN

ACN 154 444 925 (Company) ARSN 122 928 410 (Trust) ARSN 107 459 576 (Fund)

We (the entity) give ASX the following information.

**Part

1 -­‐ All issues**

You must complete the relevant sections (attach sheets if there is not enough space).

1+Class of+securities issued or tobe issued 2Number of+securities issued or tobe issued (if known) or maximumnumber which may be issued	Long Term Incentive Plan (LTIP) Rights
	1,043,221

Appendix 3B Page 1

3 Principal terms of the[+] securities The LTIP Rights are granted under the terms (e.g. if options, exercise price and and conditions of the Ingenia Communities expiry +securities, date; if the partly amount paid Group Rights Plan. outstanding and due dates for + The LTIP Rights are subject to two LTIP payment; if convertible Performance Conditions: securities, the conversion price and dates for conversion) (i) 70% based on a Total Shareholder Return relative to the ASX 300 Industrials Index over the Performance Period (1 October 2015 – 30 September 2018); and (ii) 30% based on Return on Equity achieved in FY18. 4 Do the[+] securities rank equally in Upon attainment of the performance all respects from the[+] issue date conditions and the issue of INA stapled with an existing +securities?[+] class of quoted securities, the INA stapled securities will rank equally to existing stapled securities on issue. If the additional[+] securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration Nil 6 Purpose of the issue To incentivise key executives of the business. (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an[+] eligible entity that No has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the[+] securities the subject of this Appendix 3B , and comply with section 6i

Appendix 3B Page 2

		6bThe date the security holderresolution under rule 7.1A waspassed 6cNumberof+securitiesissuedwithout security holder approvalunder rule 7.1 6dNumber of+securities issued with	6bThe date the security holderresolution under rule 7.1A waspassed 6cNumberof+securitiesissuedwithout security holder approvalunder rule 7.1 6dNumber of+securities issued with	6bThe date the security holderresolution under rule 7.1A waspassed 6cNumberof+securitiesissuedwithout security holder approvalunder rule 7.1 6dNumber of+securities issued with	6bThe date the security holderresolution under rule 7.1A waspassed 6cNumberof+securitiesissuedwithout security holder approvalunder rule 7.1 6dNumber of+securities issued with	Not applicable.	Not applicable.	Not applicable.	Not applicable.	Not applicable.
						Not applicable.
						Not applicable.
		security holder approval unrule 7.1A			der
		6Nb f+		iti id	ith
						l	l
		eumer osecsecurity holder		ures ssueapproval un	der	Not appica	e.
		rule 7.3, or another specificsecurity holder approval (specifydate of meeting) 6fNumberof+securitiesissuedunder an exception in rule 7.2
						Not applicable.
		6gIf+securities issued under r			ule	Not applicable.
		7.1A, was issueof 15 day VW		price at least 7AP as calcula	5%ted
		under rule 7.1+issue date a		A.3? Includend both valu	thees.
		Include the source of the VWAPcalculation. 6hIf+securities were issued underrule7.1Afornon-cashconsideration, state date on whichvaluation of consideration was
						Not applicable.
		releasedtoASXMarAnnouncements			ket
		6iCllt th	tit’ i		i
						N li	l
		acuae eissue capacity	enys remaunder rule 7.1		ngand	ot appca	e.
		rule 7.1A – complete Annexure 1andreleasetoASXMarketAnnouncements 7+Issue datesNote: The issue date may be prescribed by ASX(refer to the definition of issue date in rule19.12). For example, the issue date for a pro rata
						17 November 2015
		entitlementissuemustcomplywithapplicable timetable in Appendix 7A.			the
		Cross reference: ite	m 33 of Appendix 3B.

Appendix 3B Page 3

• Number Class 8 Number and +class of all 900,973,630 Stapled Securities +securities quoted on ASX ( including the[+] securities in section 2 if applicable) + Number Class 9 Number and +class of all 3,716,000 Unlisted Performance +securities not quoted on ASX Quantum Rights ( including the +securities in section 2 if applicable) 2,026,192 Unlisted Long Term Incentive Plan Rights 459,285 Unlisted Short Term Incentive Plan Rights 10 Dividend policy (in the case of a No change trust, distribution policy) on the increased capital (interests)

**Part

2 -­‐ Pro rata issue**

11 Is security holder approval Not applicable. required? 12 Is the issue renounceable or non-­‐ Not applicable. renounceable? 13 Ratio in which the[+] securities will Not applicable. be offered 14 +Class of +securities to which the Not applicable. offer relates 15 +Record date to determine Not applicable. entitlements 16 Will holdings on different registers Not applicable. (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in Not applicable. relation to fractions

Appendix 3B Page 4

18Names of countries in which theentity has security holders who willnot be sent new offer documentsNote: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7. 19Closingdateforreceiptofacceptances or renunciations 20Names of any underwriters 21Amount of any underwriting fee orcommission 22Names of any brokers to the issue 23Fee or commission payable to thebroker to the issue 24Amountofanyhandlingfeepayable to brokers who lodgeacceptances or renunciations onbehalf of security holders 25If the issue is contingent onsecurity holders’ approval, the dateof the meeting 26Date entitlement and acceptanceform and offer documents will besent to persons entitled 27If the entity has issued options, andthe terms entitle option holders toparticipate on exercise, the date onwhich notices will be sent to optionholders 28Date rights trading will begin (ifapplicable) 29Date rights trading will end (ifapplicable) 30How do security holders sell theirentitlements_in full_through abroker?	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.

Appendix 3B Page 5

31How do security holders sell_part_oftheir entitlements through a brokerand accept for the balance? 32How do security holders dispose oftheir entitlements (except by salethrough a broker)? 33+Issue date	Not applicable.
	Not applicable.
	Not applicable.

Appendix 3B Page 6