INGENIA COMMUNITIES GROUP — Share Issue/Capital Change 2015

Oct 5, 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
  to Short
  Term
  Incentive
  Plan
  (STIP)
  Rights be
  issued

• 2 Number
  of[+] securities
  issued
  or
  to be
  issued
  (if
  known)
  or
  maximum number
  which
  may
  be
  issued

459,285

11526743.2

NSY
NSY

• See
  chapter
  19
  for
  defined
  terms.

04/03/2013 ME_116794788_1
(W2003x)

Appendix
3B
Page
1

3 Principal
terms
of
the[+] securities The
STIP
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. The
STIP
Rights
vest
on
1
October
2016. outstanding
and
due
dates
for + The
STIP
Rights
are
subject
to
a
‘malus’ payment; if convertible (forfeiture)
provision
prior
to
the
vesting
date securities,
the
conversion
price if
the
board
forms
the
view
that
the
Group’s and
dates
for
conversion) earnings
growth
is
not
equal
to
or
above
5% the
prior
year;
or
any
circumstances
set
out
in the
rules
of
the
Rights
Plan. 4 Do
the[+] securities
rank
equally
in Upon
attainment
of
the
vesting
conditions
and all
respects
from
the[+] issue
date the
issue
of
INA
stapled
securities,
the
INA with
an
existing
+securities?[+] class
of
quoted 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 6b The
date
the
security
holder Not
applicable. resolution
under
rule
7.1A
was passed

ME_116794788_1
(W2003x)

6c Number of +securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of +securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. 8 Number and +class of all +securities quoted on ASX (_including_the+securities in section 2 if applicable)	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	1 October 2015
	Number	+Class
	900,973,630	Stapled Securities

11526743.2

NSY
NSY

• See
  chapter
  19
  for
  defined
  terms.

04/03/2013 ME_116794788_1
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Appendix
3B
Page
3

• 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) 982,971 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 required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.

ME_116794788_1
(W2003x)

18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations	Not applicable.
	Not applicable.

11526743.2

NSY
NSY

• See
  chapter
  19
  for
  defined
  terms.

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(W2003x)

Appendix
3B
Page
5

20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements_in full_through a broker? 31 How do security holders sell_part_of their entitlements through a broker and accept for the balance?	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.

11526743.2

NSY
NSY

• See
  chapter
  19
  for
  defined
  terms. Appendix
  3B
  Page
  6 ME_116794788_1
  (W2003x)

04/03/2013

• 32 How
  do
  security
  holders
  dispose
  of their
  entitlements
  (except
  by
  sale through
  a
  broker)?

• 33 +Issue
  date

Not
applicable. Not
applicable.

11526743.2

NSY
NSY

• See
  chapter
  19
  for
  defined
  terms.

04/03/2013 ME_116794788_1
(W2003x)

Appendix
3B
Page
7