Investor Presentaiton

Key Risks (cont'd) Underwriting risk Lifestyle Communities has entered into an underwriting agreement under which the underwriter has agreed to fully underwrite the Entitlement Offer, subject to the terms and conditions of the underwriting agreement between the parties. The underwriter's obligation to underwrite the Entitlement Offer is conditional on certain customary matters, including Lifestyle Communities delivering certain certificates, sign-offs and opinions to the underwriter. Further, if certain events occur, the underwriter may terminate the underwriting agreement. Termination of the underwriting agreement would have an adverse impact on the proceeds raised under the Entitlement Offer, and Lifestyle Communities would need to find alternative ways to help fund any identified land acquisition opportunities, which could negatively impact its ability to pursue all or some of those opportunities. Termination of the underwriting agreement could materially adversely affect Lifestyle Communities' Position. The underwriter's obligations to underwrite the Entitlement Offer is conditional on certain matters, including that the ASX does not indicate that it will not grant permission for the official quotation of the New Shares. The events which may trigger termination of the underwriting agreement include where: • the offer materials are misleading or deceptive or likely to mislead or deceive, or omit any information they are required to contain, or their issue or distribution or the conduct of the Entitlement Offer is misleading or deceptive or likely to mislead to deceive; • in the reasonable opinion of the underwriter, Lifestyle Communities is obliged to give ASX a correcting notice under sections 708AA(10) or 708AA(12) of the Corporations Act; • Lifestyle Communities amends the offer materials in a material respect, without the consent of the underwriter; . . • • • . . a government agency commences, or notifies an intention to commence, an action in relation to Lifestyle Communities, the Entitlement Offer or the offer materials or prosecutes or commences proceedings against, or notifies an intention to prosecute or commence proceedings against, Lifestyle Communities; the S&P/ASX 200 Index is, at any time, at a level that is 10% or more below its level at market close on 21 February 2024; ASX announces that Lifestyle Communities will be removed from the official list or that any Lifestyle Communities shares will be delisted or suspended from quotation by ASX (other than in connection with the Entitlement Offer); approval (subject only to customary conditions) is refused or not granted to the official quotation of all New Shares on ASX, or if granted, is subsequently withdrawn, qualified (other than by customary conditions) or withheld; specified events in the timetable are delayed for one or more business days without the prior approval of the underwriter; Lifestyle Communities withdraws the Entitlement Offer, or notifies the underwriter that it does not intend to, or is unable to proceed with, the Entitlement Offer; Lifestyle Communities is prevented from allotting and issuing the New Shares under the ASX Listing Rules, applicable laws, an order of a court of competent jurisdiction or a government agency; a certificate required to be furnished by Lifestyle Communities under the underwriting agreement is not furnished when required; Lifestyle Communities, or a material subsidiary of Lifestyle Communities, is insolvent or there is an act or omission which may result in Lifestyle Communities becoming insolvent; . there is an event or occurrence which makes it illegal or commercially impossible for the underwriter to satisfy an obligation under the underwriting agreement, or to market, promote or settle the Entitlement Offer; . Lifestyle Communities or any of its directors or specified senior executives engage in fraud or are charged in relation to fraudulent conduct or activity; • • • • • • • • specified senior executives resign or are terminated; the directors or specified senior executives are charged with an indictable offence, any government agency commences any public action against Lifestyle Communities or any of its directors, or announces that it intends to take action, or any director is disqualified from managing a corporation under the Corporations Act; *a certificate required to be given by Lifestyle Communities under the underwriting agreement is false, misleading, deceptive, untrue or incorrect; *a representation, warranty, undertaking or obligation of, or given by, Lifestyle Communities in the underwriting agreement is breached or is or becomes misleading or deceptive or not true; *Lifestyle Communities fails to perform or observe its obligations under the underwriting agreement; *any information supplied (including any information supplied prior to the date of the underwriting agreement) by or on behalf of Lifestyle Communities to the underwriter for the purposes of due diligence investigations, the offer materials or the Entitlement Offer, is or becomes false, misleading or deceptive or likely to mislead or deceive (including by omission); *Lifestyle Communities contravenes any provision of the Corporations Act, its constitution, any of the ASX Listing Rules or any other applicable law; *there is any adverse change, or an event likely to result in an adverse change, in the assets, liabilities, financial position or performance, profits, losses or prospects of Lifestyle Communities from those disclosed to ASX; *a new law or regulation is introduced, or publicly proposed to be introduced, into the Parliament of Australia or any State or Territory of Australia, or the Reserve Bank of Australia, or any Commonwealth or State authority (including ASIC), adopts or announces a proposal to adopt a new policy which has a material impact on the Offer; *trading on specified stock exchanges is suspended or limited in a material respect for at least a substantial part of one day, a Level 3 "market-wide circuit breaker" is implemented by the New York Stock Exchange upon a 20% decrease against the prior day's closing price of the S&P500 Index, a general moratorium is declared on commercial banking activities in specified jurisdictions or there is any adverse change or disruption to political, economic or financial conditions in specified jurisdictions; or *hostilities not existing at the date of the underwriting agreement commence or a major escalation in existing hostilities occurs involving specified jurisdictions or a major terrorist act is perpetrated in a specified jurisdiction or diplomatic establishment. The ability of the underwriter to terminate the underwriting agreement in respect of the events above marked with an * will depend on whether the event has or is likely to have a material adverse effect on the success, settlement or marketing of the Entitlement Offer, the price at which the New Shares are likely to trade on ASX or on the ability of the underwriter to market or promote or settle the Entitlement Offer, or the willingness of investors to subscribe for New Shares, or whether it may give rise to a liability of the underwriter or its affiliates or result in a contravention by the underwriter or its affiliates of applicable law. Lifestyle Communities - Equity Raising Presentation - February 2024 22