Ingenia Communities : Appendix 3B

Appendix 3B

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

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).

Fully paid Ingenia stapled securities (each comprising of one ordinary share in the Company, one ordinary unit in the Trust and one ordinary unit in the Fund (each a Stapled Security)).

1 +Class of +securities issued or to be issued

As described in documents lodged with ASX on 03 May 2017 Ingenia proposes to issue:

1. Up to 12,307,692 Stapled Securities pursuant to the institutional placement (Placement); and

2. Up to 16,172,955 Stapled Securities pursuant to the terms of the accelerated non-­‐renounceable pro-­‐rata entitlement offer (Entitlement Offer) (subject to the reconciliation of securityholder entitlements and the effect of rounding),

(together, the Equity Raising).

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

The new Stapled Securities to be issued under the Placement and Entitlement Offer will be issued on the same terms as existing Ingenia Stapled Securities.

1. Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid

   +securities, the amount

   outstanding and due dates for payment; if +convertible securities, the conversion price

   and dates for conversion)

   Yes, the new Stapled Securities to be issued under the Placement and Entitlement Offer will rank equally with existing Ingenia Stapled Securities on issue.

2. Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted

   +securities?

   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

     $2.60 per new Stapled Security (under both the Placement and Entitlement Offer respectively).

3. Issue price or consideration

   The proceeds of the Equity Raising will be used for the acquisition of five lifestyle communities and additional working capital purposes.

4. Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

Not applicable.

6a Is the entity an +eligible entity that 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

Not applicable.

6b The date the security holder resolution under rule 7.1A was passed

Not applicable.

6c Number of +securities issued without security holder approval under rule 7.1

Not applicable.

6d Number of +securities issued with security holder approval under rule 7.1A

Not applicable.

6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

Not applicable.

6f Number of +securities issued under an exception in rule 7.2

Not applicable.

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.

Not applicable.

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

Not applicable.

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

12 May 2017 for new Stapled Securities issued

under the Placement, the institutional

7 +Issue dates

component

(Institutional

of

the Entitlement Offer

Entitlement Offer) and new

Stapled Securities in respect of which valid

acceptances have been received by 5.00pm (AEST) on 11 May 2017 (Early Retail Entitlement Offer) under the retail component of the Entitlement Offer (Retail Entitlement Offer).

31 May 2017 for new Stapled Securities in respect of which valid acceptances have been received by 5.00pm (AEST) on 24 May 2017 under the Retail Entitlement Offer.

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.

Number	+Class
After the completion	Fully paid	Stapled
of the Equity Raising,	Securities
there will be
206,383,151 Stapled
Securities on issue
(based on the number
of Stapled Securities
on issue as at the date
of this Appendix 3B
and the number of
Stapled Securities to
be issued under the
Equity Raising subject
to the effects of
rounding).

1. Number and +class of all

   +securities quoted on ASX (including the +securities in section 2 if applicable)

   Number	+Class
   699,746 122,850	Unlisted Long Term Incentive Plan Rights Unlisted Short Term Incentive Plan Rights

2. Number and +class of all

   +securities not quoted on ASX (including the +securities in section 2 if applicable)

   No change

3. Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

   Part 2 -­‐ Pro rata issue

   No.

4. Is security holder approval required?

   Non-­‐renounceable.

5. Is the issue renounceable or non-­‐ renounceable?

   1 new Stapled Security for every 11 Stapled Securities held on the Entitlement Offer record date.

6. Ratio in which the +securities will be offered

Stapled Securities

14 +Class of +securities to which the offer relates

7pm on 5 May 2017

15 +Record date to determine entitlements