Ingenia Communities : 2017 Retail Entitlement Offer

Ingenia Communities Group

(comprising Ingenia Communities Holdings Limited ACN 154 444 925 and Ingenia Communities RE Limited ACN 154 464 990 as responsible entity for Ingenia Communities Fund ARSN 107 459 576 and

Ingenia Communities Management Trust ARSN 122 928 410)

2017 Retail Entitlement Offer Booklet

5 May 2017

Fully underwritten $42 million 1 for 11 accelerated non-renounceable entitlement offer to Eligible Securityholders at an offer price of $2.60 per new Offer Security

Joint Lead Managers and Underwriters

This Retail Entitlement Offer closes at 5.00pm (AEST) on 24 May 2017 (11 May 2017 for Early Retail Acceptances).

This is an important document which requires your immediate attention. It is accompanied by an Entitlement and Application Form for you to subscribe for new Offer Securities in the Ingenia Communities Group. If you are in any doubt about what to do, you should consult your taxation or other professional adviser.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OF AMERICA OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS.

Legal Adviser

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Ingenia Communities Group 2017 Retail Entitlement Offer Booklet

Contents Important Notes

1. Chairman's Letter 1

2. Key Dates 2

3. The Entitlement Offer 3

4. How to apply 6

5. Important information 11

6. ASX Announcement and Management Presentation 14

7. Glossary 36

Ingenia Communities Group (Issuer or Ingenia) is a stapled vehicle made up of Ingenia Communities Holdings Limited ACN 154 444

925 (Company) and Ingenia Communities RE Limited ACN 154 464 990 as responsible entity for Ingenia Communities Fund ARSN 107 459 576 (Fund) and Ingenia Communities Management Trust ARSN 122 928 410 (Trust). A stapled security in the Issuer comprises

of a share in the Company, a unit in the Fund and a unit in the Trust (Stapled Securities).

This Offer Booklet is dated 5 May 2017 and is issued by the Issuer in relation to the retail component of the issue of new fully paid Stapled Securities by way of an accelerated non-renounceable entitlement offer to existing securityholders (Securityholders) of new Stapled Securities (Offer Securities) to raise

$42 million (Entitlement Offer). The Issuer may make the Entitlement Offer without issuing a prospectus or product disclosure statement under sections 708AA and 1012DAA of the Corporations Act. This Offer Booklet does not purport to be a prospectus or a product disclosure statement and it does not contain the type of information which would be required to be included in a prospectus or a product disclosure statement. This Offer Booklet is

not an offer or an invitation to acquire Offer Securities or any other financial products in any place in which, or to any person to whom,

it would be unlawful to make such an offer or invitation.

ASIC and ASX take no responsibility for the contents of this Offer Booklet. No person is authorised

to give information or to make any representation in connection with the Entitlement Offer which is not contained in this Offer Booklet.

Any information or representation not so contained may not be relied on as having been authorised by the Issuer in connection with the

Capital and investment returns are not guaranteed

Investments in the Issuer are subject to investment risk, including delays in repayment and loss of income and capital invested. The Issuer does not guarantee any particular rate of return on the Offer Securities or the performance of the Issuer, nor does it guarantee the

repayment of capital from the Issuer or any particular tax treatment.

Persons should have regard to the investment risks detailed in the Presentation included in this Offer Booklet and released to ASX on

3 May 2017 (Presentation).

This is not investment advice - you should seek your own financial advice

The information contained in this Offer Booklet is not financial product advice and has been prepared without taking into

account your individual investment objectives, financial situation and particular needs. Ingenia is not licensed to provide financial product advice in respect of Offer Securities. Cooling-off rights do not apply to the acquisition of Offer Securities under the Entitlement Offer.

Before you decide to invest in Offer Securities, you should:

• read this Offer Booklet and the accompanying Presentation paying particular attention to the investment risks detailed in the Presentation (see Section 6);

• have regard to other publicly available information about the

  Issuer and read a copy of the announcement made by the Issuer to the ASX on 3 May 2017 (see Section 6) - in particular, please refer to the information in this Offer Booklet, Ingenia's annual reports and other

  announcements made available at www.ingeniacommunities.com.au or www.asx.com.au;

• carefully consider the Entitlement Offer in light of your

  particular investment needs, objectives and circumstances (including financial and taxation issues); and

• if you do not fully understand this Entitlement Offer or

are in any doubt as to how to deal with it, consult your professional adviser.

Eligible Securityholders

The Entitlement Offer is being made to Retail Securityholders as at 7:00pm (AEST) on 5 May 2017 that have a registered address

in Australia or New Zealand. In particular, the Entitlement Offer is not being made to any person in the U.S. or to a U.S. Person.

Eligible Securityholders will receive an Entitlement and Application Form with this Offer Booklet. The Entitlement Offer may only be accepted by Eligible Securityholders and does not constitute an offer in any place in which or to any person to whom, it would be unlawful to make such an offer or invitation.

All references to $ are to Australian dollars and NZ $ are to New Zealand dollars

Forward-looking statements

This Offer Booklet contains certain "forward-looking" statements. The words "anticipated", "expected", "projections", "forecast", "estimates", "could", "may", "target", "consider" and "will" and other similar expressions are intended to identify forward-looking statements.

Forward-looking statements, opinions and estimates provided in this Offer Booklet are based on assumptions and contingencies

which are subject to change without notice, as are statements about market and industry trends, which are based on interpretations of current market conditions. Forward- looking statements including projections, indications or guidance on future earnings or financial position and estimates are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. There can be no assurance that actual outcomes will not differ materially from these statements.

To the full extent permitted by law, Ingenia and its respective directors, officers, employees, advisers, agents and intermediaries disclaim any obligation or undertaking to release any updates or revisions to the information to reflect any change

in expectations or assumptions.

Past performance information given in this Offer Booklet is given for illustrative purposes only and should not be relied upon as (and is not) an indication of future performance.

Entitlement Offer.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

OR TO U.S. PERSONS. THIS OFFER BOOKLET MAY NOT BE COPIED OR DISTRIBUTED TO OTHER PERSONS.

Ingenia Communities Group 2017 Retail Entitlement Offer Booklet 1

1. Chairman's Letter

   Dear Investor,

   On behalf of Ingenia Communities Group, it is my pleasure to invite you to participate in the 1 for 11 accelerated non-renounceable entitlement offer, as outlined in this Offer Booklet. Eligible Securityholders are able to apply for 1 Offer Security for every 11 Stapled Securities held by them on the Record Date at an offer price of $2.60 per Offer Security.

   The Entitlement Offer, which provides an opportunity for all investors to participate on the same terms,

   is fully underwritten and will raise $42 million. Each of Ingenia's Directors intends to participate in the Entitlement Offer.

   The funds raised will be used to acquire five additional lifestyle communities, extending Ingenia's presence

   in Brisbane and key coastal markets. On completion of these acquisitions the Group will own and operate 36 lifestyle and holiday communities, with over 5,600 income generating sites and embedded growth through a pipeline of over 2,600 potential development sites.

   Since Ingenia acquired its first lifestyle community back in 2013, competition has increased as new participants have entered the market. Raising capital for these acquisitions will allow Ingenia to benefit from our diligence in establishing a strong acquisitions capability that has continued to identify quality

   assets and further capitalise on the Group's existing operating platform and development capabilities.

   The Retail Entitlement Offer

   This Offer Booklet and the accompanying Entitlement and Application Form provide important information about the Retail Entitlement Offer, including:

   • key dates;

   • instructions on how to participate in the Retail Entitlement Offer;

   • the ASX announcement and Presentation released to the ASX providing information on the proposed acquisitions, the Entitlement Offer and key risks for you to consider (please read the "Risk Factors" slides of the Presentation included at Section 6

     of this Offer Booklet); and

   • other important information.

   I encourage you to read this Offer Booklet carefully and to review the other publicly available information about Ingenia, including Ingenia's most recent Interim Results, announced on 21 February 2017 on the Group's website (www.ingeniacommunities.com.au). For further information regarding the Retail Entitlement Offer, please call Link Market Services Limited

   on [phone] (within and from outside Australia) at any time from 8.30am to 5.30pm (AEST) from Monday to Friday. You should consult your stockbroker, accountant or other independent professional advisor before making any investment decision.

   I invite you to consider this opportunity and thank you for your continued support of Ingenia Communities Group.

   Yours faithfully,

   JIM HAZEL

   Chairman

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   2 Ingenia Communities Group 2017 Retail Entitlement Offer Booklet

2. Key Dates

The indicative timetable for the Entitlement Offer is as follows:

EVENT DATE

Institutional placement and Institutional Entitlement Offer

(Institutional Offer) opens 3 May 2017

Institutional Offer closes 4 May 2017

Record Date (7.00pm AEST) 5 May 2017

Dispatch of Offer Booklet and Entitlement and Application Forms 10 May 2017

Retail Entitlement Offer opens 10 May 2017

Last day for Early Retail Acceptances under Retail Entitlement Offer

(5:00pm AEST) 11 May 2017

Issue of Offer Securities issued under Early Retail Acceptances 12 May 2017 Trading commences on ASX of Offer Securities issued under Early

Retail Acceptances 15 May 2017

Retail Entitlement Offer closes, last day for acceptance of Application

Money (5:00pm AEST) 24 May 2017

Settlement of Offer Securities (and Additional Offer Securities,

if applicable) under Retail Entitlement Offer 31 May 2017

Issue of Offer Securities (and Additional Offer Securities, if applicable)

issued under Retail Entitlement Offer 31 May 2017

Trading commences on ASX of Offer Securities (and Additional Offer

Securities, if applicable) issued under Retail Entitlement Offer 1 June 2017

Dispatch of Securityholder holding statements in relation to Offer

Securities (and Additional Offer Securities, if applicable) 2 June 2017

Applicants are encouraged to submit their applications and Application Money as soon as possible after the Retail Entitlement Offer opens. The Issuer reserves the right, subject to the Corporations Act, the Listing Rules and other applicable laws or regulations, to vary any of the above dates of the Retail Entitlement Offer, including extending the Retail Entitlement Offer or accepting late applications, either generally or in particular cases, without notice. Any extension of the closing date will have a consequential effect on the issue date of the Offer Securities. No cooling-off rights apply to the Entitlement Offer. The commencement of quotation of Offer Securities (and Additional Offer Securities, if any) is subject to confirmation from ASX.

Your Entitlement is non-renounceable, which means that it is not transferable and that you will not be able to trade your Entitlement on ASX. Eligible Retail Securityholders who take no action in respect of their Entitlement will receive no value and their Entitlement will lapse.

Times and dates reflect Australian Eastern Standard Time (AEST).