ASPEN GROUP — AGM Information 2011

Oct 26, 2011

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NOTICE OF ANNUAL GENERAL MEETING 2011

Notice is hereby given that the Annual General Meeting of Aspen Group Limited ACN 004 160 927 (the " Company ") and Aspen Property Trust ARSN 104 807 767 (the " Trust ") (together " Aspen Group ") will be held in the Silver Room at the Novotel Perth Langley, 221 Adelaide Terrace, Perth, Western Australia at 4:00pm on Monday 28 November 2011.

AGENDA

ORDINARY BUSINESS

1.

Financial Accounts and Reports

To receive and consider the financial report for the year ended 30 June 2011 for Aspen Group, including the Director‟s declaration, Director‟s report and audit report.

There is no vote on this resolution.

2.

Remuneration Report

To consider and, if thought fit, to pass the following resolution as an ordinary resolution of the Company:

Resolution 1

" That the Company’s remuneration report for the year ended 30 June 2011 be adopted. "

The Remuneration Report appears on pages 24, 25 and 42 to 54 of the 2011 Annual Report with additional details included with this notice in the Explanatory Statement.

(Note: this resolution is advisory only and does not bind the Directors of the Company and responsible entity of the Trust).

Voting Exclusion Statement – Corporations Act

In accordance with the Corporations Act, the Company and Trust will disregard any votes cast on Resolution 1:

• by or on behalf of a member of the key management personnel (KMP) details of whose remuneration are included in the 2011 Remuneration Report; or

• a closely related party of a member of the KMP referred to above. A “closely related party” is defined in the Corporations Act as any spouse, dependant and certain other close family members of a member of the key management personnel, as well as any companies controlled by a member of the key management personnel.

However, the Company need not disregard a vote if the person casts a vote on Resolution 1 as a proxy appointed in writing that specifies how the proxy is to vote on the resolution and the vote is not cast on behalf of a member of the KMP or their closely related parties.

3. Re-election of Reg Gillard as a Director by Securityholders

To consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company:

Resolution 2

" To re-elect as a Director of the Company, Mr Reg Gillard, who retires by rotation and being eligible offers himself for re-election. "

Details of the qualification and experience of Mr Gillard and the recommendation of the Board are set out in the attached Explanatory Statement.

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4. Re-election of Frank Zipfinger as a Director by Securityholders

To consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company:

Resolution 3

" To re-elect as a Director of the Company, Mr Frank Zipfinger, who retires and being eligible offers himself for re-election. "

Details of the qualification and experience of Mr Zipfinger and the recommendation of the Board are set out in the attached Explanatory Statement.

5. Issue of Performance Rights under the Performance Rights Plan (PRP) to Mr Gavin Hawkins

To consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company and the Trust:

Resolution 4

" That approval is given for the purposes of the ASX Listing Rules, Corporations Act 2001 (Cth) and for all other purposes for the grant of 1,575,250 Performance Rights to Mr Gavin Hawkins on such terms as described in the Explanatory Statement. "

Voting exclusion statement – ASX Listing Rules and Corporations Act

The Company and Trust will disregard any votes cast by Mr Hawkins and any of his associates on Resolution 4 unless the vote is cast by:

• a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the Chairman of the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

In addition, a member of the KMP, and their closely related parties, are not permitted to cast a vote as a proxy for a person, unless that person is permitted to vote and has directed the proxy how to vote on Resolution 4 in the proxy form.

GENERAL BUSINESS

To transact any business that may be properly brought before the meeting.

By order of the Board

Eric Lee Company Secretary Dated: 24 October 2011

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HOW TO VOTE

You may vote by attending the Meeting in person or by proxy or a body corporate can appoint a corporate representative.

VOTING IN PERSON

To vote in person, you must attend the Meeting on Monday 28 November 2011 at The Silver Room, Novotel Perth Langley, 221 Adelaide Terrace, Perth. The Meeting will commence at 4.00pm with registrations from 3.30pm.

VOTING BY PROXY

A securityholder entitled to attend and vote has a right to appoint a proxy to attend and vote instead of the securityholder. A proxy need not be a securityholder.

As a member of the Company‟s KMP, the Chairman of the meeting is not permitted to vote undirected proxies on Resolutions 1 and 4. If you intend to appoint the Chairman of the meeting as your proxy, you can direct the Chairman how to vote by either marking the boxes for each of Resolutions 1 and 4 (for example, if you wish to vote „for‟, „against‟ or to „abstain‟ from voting), or by marking the Chairman‟s box on the proxy form (in which case the Chairman will vote in favour of those Resolutions).

A securityholder that is entitled to cast two (2) or more votes may appoint up to two (2) proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If no proportion or number is specified, each proxy may exercise half of the securityholder‟s votes.

To be effective, proxies must be lodged by 4:00pm (Perth time) on 26 November 2011. Proxies lodged after this time will be invalid.

Proxies may be lodged using any of the following methods:

• by post to Aspen Group C/- Link Market Services Limited, Locked Bag A14, Sydney South NSW 1235;

• in person to Level 12, 680 George Street, Sydney NSW 2000;

• by faxing a completed proxy form to +61 2 9287 0309; or

• online – www.linkmarketservices.com.au Select „Investor Login‟ and enter the holding details as shown on the proxy form. Select the „Voting‟ tab and then follow the prompts. You will be taken to have signed your Proxy Form if you lodge it in accordance with the instructions given on the website.

The proxy form must be signed by the shareholder or the shareholder's attorney. Proxies given by corporations must be executed in accordance with the Corporations Act. Shareholders can download and fill out the 'Appointment of Corporate Representation' form from the website of the share registry of the Company – www.linkmarketservices.com.au. Where the appointment of a proxy is signed by the appointer's attorney, an originally certified copy of the power of attorney, or the power itself, must be received by the Company at the above address by 4pm (WST) on 26 November 2011.

VOTING ENTITLEMENTS

The Directors have determined that for the purposes of Regulation 7.11.37 of the Corporations Regulations, the persons eligible to vote at the meeting will be those persons who are registered as securityholders at 4:00pm (Perth time) on 26 November 2011. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

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EXPLANATORY STATEMENT

This Explanatory Statement forms part of the Notice of Meeting and contains information about the resolutions contained in the Notice of Meeting. You should read the Notice of Meeting and this Explanatory Statement carefully, and seek your own independent advice on any issues that you are not certain about.

PROPOSED RESOLUTIONS

Resolution 1 - Remuneration Report

As per the Corporations Act the Company is required to include in its Director‟s Report a detailed Remuneration Report relating to Directors‟ and executives‟ remuneration. Section 300A of the Corporations Act sets out the information to be included in the Remuneration Report. A copy of the Remuneration Report appears on pages 24, 25 and 42 to 54 of the Annual Report which is available from Aspen Group or on our website (www.aspengroup.com.au).

Sections 249L(2) and 250R(2) of the Corporations Act require that a resolution that the Remuneration Report be put to the vote of shareholders at the Company‟s annual general meeting. The vote on this resolution is advisory to the Company only and does not bind the Board.

The report describes the remuneration principles used by the Company to determine the nature and amount of remuneration and includes details of the remuneration of Directors and specified executives.

The Aspen Group Board has responsibility for the conduct of the remuneration strategy and policies of the Group, which it undertakes on the recommendations of the Remuneration Committee. This is one of the most significant responsibilities of the Board as it seeks to fairly and responsibly compensate executives and employees.

Aspen Group‟s remuneration framework has been developed to support the business strategy and drive increased value for shareholders. It aims to provide transparency, clarity and promote fairness in the process of attracting and retaining the best people to Aspen Group. The Board believes that there is a strong link between remuneration and company performance and as such aligns incentive payment to outcomes such as total shareholder returns (TSR) and earnings per security (EPS).

The Remuneration Committee undertakes detailed peer analysis and obtains independent advice on the appropriateness of compensation packages as part of its overall assessment of remuneration.

Managing Directors Remuneration

As part of their overall assessment of the business climate, the Remuneration Committee determined that the Managing Director‟s FY11 base remuneration remained fixed and unchanged from FY10 levels. For FY12 the Remuneration Committee has again determined that there is to be no increase in the fixed remuneration of the Managing Director.

Short Term Incentives

The STI is an “at risk” incentive awarded annually and is paid in cash, subject to the performance against agreed key performance indicators (KPIs) and the performance of the Aspen Group as a whole.

The KPIs measured are linked to the Aspen Group‟s overall business strategy and incorporate qualitative indictors of effectiveness, performance and behaviour including:

• Business (e.g. Implement and evaluate change, appropriate business growth, business systems);

• Financial (e.g. Aspen Group/divisional profit targets);

• Aspen People and Governance (e.g. Leadership, Culture enhancement, Communication, Risk Management and Ethics); and

• Stakeholders (e.g. building strong relationships with investors, financiers, customers).

The Board determines the relevant KPIs for the Managing Director and in turn the Managing Director, in consultation with the Remuneration Committee, determines the appropriate KPIs for key executives.

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At year end, actual performance levels (against set KPIs) are assessed by the Board for the Managing Director, and by the Managing Director, in consultation with the Remuneration Committee for key executives.

Short term incentives were awarded in FY11 to reflect the significantly improved Aspen Group performance, which has seen growth in pre tax operating earnings of 11.4% on FY10 and increase of cash flow from operations of 18% on the prior year. The company has also achieved its strategic initiatives for long term growth which include:

• Substantial improvement to the investment portfolio, which is demonstrated through o extension of the Weighted Average Lease Expiry from 3.1 years to 5 years with the completion of the ATO Building;

• reduction in forecast capital expenditure in FY12 and FY13; and

• o improved tenancy profile with the securing of major government tenancies.

• Extension of core debt facilities to 2014, which has resulted in the Weighted Average Debt Maturity for the Aspen Group being extended to 2.5 years from 0.9 years at reduced margins.

• Improvement to Funds Management performance and outlook through

• Growth in recurring funds management earnings which have increased 19% on the prior year

• A long-term asset management agreement secured with Telstra Super for the ATO Building

• Achievement of an upgraded independent research house rating for the Aspen Parks Property Fund during the year

• Increased retail equity inflows into the Aspen Parks Property Fund, up 22% on the previous year

Due to the economic downturn in 2009 a significant level of cost rationalisation was undertaken and as such the Aspen Group did not pay short term incentives in FY09 or FY10.

Aspen Group‟s share price has outperformed the S&P ASX 200 REIT index during the 2010 / 2011 year.

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APZ vs. S&P/ASX 200 A-REIT Indexed returns
115.0
110.0
105.0
100.0
95.0
90.0
APZ S&P/ASX 200 A-REIT
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Long Term Incentives for FY12

Long Term Incentives (LTI) facilitates equity ownership of the Aspen Group‟s securities with those employees who have the largest strategic impact on the long term creation of securityholder wealth.

As approved at the 2010 AGM, the Aspen Group adopted a Performance Rights Plan for 2010 / 2011 as the key structure within the LTI framework. Under the plan, the award of an LTI is at risk, such that the incentive will only vest if three year TSR hurdles are met and stretch EPS hurdles are achieved. For the year ended 30 June 2011 the Remuneration Committee determined that the relevant growth rates applicable for inclusion in the aggregation calculation for the year was a minimum target of 5% growth in the pre tax EPS, their achievement of which would represent a 50% vesting of the award whilst a stretch target of 10% increase was set, which would correlate to 100% vesting.

Given the challenging market conditions and volatile economic climate the Remuneration Committee have determined the relevant targets for FY12 should remain in line with FY11, being a 5% growth in the pre-tax EPS as the base target and 10% growth as a stretch target.

The Directors unanimously recommend that securityholders vote in favour of Resolution 1.

Resolution 2 – Re-election of Reg Gillard as a Director by Securityholders

Mr Reg Gillard joined the Board of the Company as Chairman in 2001. He brings over 30 years‟ experience in accounting and corporate finance to the Board. He has extensive experience and significant expertise in the evaluation and acquisition of businesses requiring development capital, initial public offerings, rights issues and placements, together with ongoing funding, corporate governance and compliance issues of listed public companies.

Mr Gillard holds several other non-executive Directorships of ASX listed public companies. He has developed close working arrangements with a number of substantial Australian and international investment funds and has been responsible for, and involved with, the funding of several listed public companies.

Mr Gillard is a Registered Company Auditor, Justice of the Peace, a Fellow of the Certified Practicing Accountants of Australia, a Fellow of the Australian Institute of Company Directors and a Licensed Real Estate Agent.

Mr Gillard is also the Chairman of the Nomination and Remuneration Committees and is a member of the Audit Committee of Aspen Group. Mr Gillard is also an Independent Chairman of a number of syndicates for which Aspen Group acts as manager.

It is the intention of Mr Gillard to stand down as Chairman of the Company at the conclusion of the 2011 Annual General meeting.

The Directors (other than Mr Gillard) unanimously recommend that securityholders vote in favour of Resolution 2.

Resolution 3 – Re-election of Frank Zipfinger as a Director by Securityholders

Mr Frank Zipfinger was appointed Non-Executive Director of Aspen Group Limited on 31 January 2011.

Mr Zipfinger has over 30 years‟ experience in the property industry.

He was formerly a Partner in the Property, Construction & Environment practice of the Sydney office of Mallesons Stephen Jaques where he specialised in property investment and development. He was also the Chairman of Mallesons Stephen Jaques from 1 February 2005 until 30 June 2010. Prior to this appointment, Mr Zipfinger completed over five years in various roles as a Managing Partner with the firm.

Mr Zipfinger is a member of the Australian Institute of Company Directors. He is also Chairman of the Investor Representative Committees of the AMP Capital Wholesale Office Fund and the AMP Capital Wholesale Shopping Centre Fund. He is a member of the Executive Committee of the St Joseph's College Indigenous Fund, a member of the board of Melbourne Business School and President of the School's Alumni Council, a director of the Australian Youth Orchestra and a director of the Australian Boards of the

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international not-for-profit organisations Room to Read and Grameen Foundation Australia.

Mr Zipfinger is also a Director of Galileo Japan Trust.

Mr Zipfinger is a member of the Remuneration and Audit Committees of Aspen Group.

The Directors (other than Mr Zipfinger) unanimously recommend that securityholders vote in favour of Resolution 3.

In the event that Resolution 3 is carried, it is the intended that Mr Zipfinger will assume the role of Chairman of the Company.

Resolution 4 – Issue of Performance Rights under the PRP to Mr Gavin Hawkins

The Board proposes to invite Mr Gavin Hawkins, Managing Director of the Company, to participate in the performance rights plan (PRP) and to grant Mr Hawkins 1,575,250 performance rights (Performance Rights) for the 2012 financial year, subject to vesting conditions.

Each Performance Right, subject to vesting conditions, entitles Mr Hawkins to one fully paid Stapled Security in Aspen Group which will rank equally with those traded on the ASX at the time of issue. Performance rights do not carry dividend or voting rights.

The proposed grants to be made to Mr Hawkins under the PRP are in accordance with Aspen Group‟s remuneration structure as set by the Remuneration Committee and the same as disclosed in last year‟s approved Remuneration Report, which received over 90% securityholder approval.

The Remuneration Committee has obtained independent advice on the appropriate size of grants to be made under the PRP, given trends in comparative companies and the objectives of Aspen Group‟s compensation strategy.

In accordance with the terms of the PRP, the Performance Rights will be granted at no cost to Mr Hawkins and no amount will be payable by Mr Hawkins for the acquisition of Securities on vesting of the Performance Rights if the performance conditions are met.

Vesting conditions

As set out in the Remuneration Report, the vesting conditions imposed on the Performance Rights under the PRP are:

• (i) continued employment throughout the vesting period;

• (ii) minimum internal performance ratings; and

• (iii) total shareholder return (TSR) and earnings per share (EPS).

TSR Hurdle

TSR is a measure of the return to securityholders (over the vesting period) provided by security price appreciation, plus reinvested distributions expressed as a % of investment. The S&P ASX 300 Property Sector index will be used as a Competitor Group as it represents the Company‟s listed property peers who compete for capital and talent.

The TSR hurdle will be tested at the end of the performance period (three years from grant) by calculating the TSR growth performance of each company in the comparator group. The performance of each company is then ranked, using percentiles. Aspen Group‟s performance will then be calculated at the end of the performance period and compared to the percentile rankings. The vesting of Performance Rights will be determined using the matrix in the table below.

EPS Hurdle

EPS growth a measure of the Aspen Group‟s financial performance. EPS is calculated using operating earnings per security adjusted for significant items and other items determined by the Board, as disclosed in the Director‟s Report and is set at the start of each financial year by the Board.

EPS growth will be measured as the percentage increase in EPS (with respect to the previous financial year) in each of the three consecutive financial years commencing with the year in which the Performance

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Rights are granted. The aggregate of actual EPS growth rates over the three year performance period is then compared to the aggregate of the individual target EPS growth rates as determined by the Board for the corresponding financial years.

The following vesting schedule applies to the award of any PRP‟S to the Managing Director:

Relative TSR over three years	Aggregate EPS Growth over three years	Proportion of TSR/EPS related rights vested
At or below the 50thpercentile	Less than or equal to EPS Target	0%
At the 51stpercentile	Greater than EPS Target	50%
Between the 51stpercentile and the 75thpercentile	Significantly greater than EPS Target	Straight-line between 50% and 100%
75thpercentile or above	EPS Stretch Target achieved	100%

Each of the TSR Hurdle and EPS Hurdle must be satisfied to gain the proportion of Performance Rights referred to in the last column.

Lapse of Performance Rights

The Performance Rights will lapse if:

• (i) Mr Hawkins is terminated for cause;

• (ii) Mr Hawkins transfers his Performance Rights without the prior written consent of the Board;

• (iii) a vesting condition attaching to the Performance Rights is not satisfied; or

• (iv) the Performance Rights are not exercised within the specified period.

Impact of Mr Hawkins leaving the Aspen Group before the vesting of the Performance Rights

If Mr Hawkins leaves the Aspen Group, the Performance Rights that have not yet vested are to be treated as follows:

• (i) if Mr Hawkins is termination for cause, the Performance Rights automatically lapse;

• (ii) if Mr Hawkins ceases employment for ill health or death, the Performance Rights automatically lapse unless the Board determines otherwise; or

• (iii) if Mr Hawkins ceases employment by consent, the Performance Rights automatically lapse unless the Board determines otherwise.

When exercising its discretion the Board may determine some or all of the Performance Rights vest.

Treatment of rights on cessation of employment

The Performance Rights issued to Mr Hawkins will be subject to the terms of the PRP, including those that relate to a change in the employment status of Mr Hawkins and the potential acceleration of those rights in certain circumstances.

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Valuation

The following table sets out the estimated value (based on the valuation methodology described below) provided to Mr Hawkins if Resolution 4 is approved:

Performance Rights Issued	Estimated Value of Potential Awards
1,575,250	$362,780

The Board has engaged a qualified independent consultant to advise on the estimated fair value of the Performance Rights under the PRP. This valuation was conducted as at 6 July 2011 and took into account the initial performance conditions set by the Board.

The independent consultant used a Monte Carlo simulation based model to determine the fair value of each performance right. In arriving at a valuation of $0.2303 for each Performance Right the independent consultant utilised the following assumptions:

• the market price of a Stapled Security of $0.445 (being the closing price of Stapled Securities traded on ASX up on 6 July 2011);

• simulated risk free interest rate starting with the cash rate of 4.84% at 6 July 2011;

• simulated dividend yield of the Stapled Securities over the vesting period of 9.34% per annum (being 70% of estimated earnings per share);

• average price earnings ratio of 7.5 times over the vesting period;

• volatility over the expected life of the instrument and of the relevant index are a reasonable proxy for prospective volatility measures over the performance rights' vesting period; and

• correlation over the last three years between the Stapled Security price and the relevant index is a reasonable proxy for prospective correlation over the performance rights' vesting period.

During the last twelve months the highest price of a Stapled Security was 50.0 cents on 15 September 2010 and the lowest price was 37.0 cents on 5 October 2011.

Approval sought

Securityholder approval is sought under ASX Listing Rule 10.14 for the grant of 1,575,250 Performance Rights to Mr Hawkins in accordance with the PRP Rules.

Under ASX Listing Rule 10.14, securityholder approval is required before the Company can grant Performance Rights to Directors or associates of Directors under an incentive scheme such as the PRP.

The Company seeks securityholder approval for the grant of Performance Rights under the PRP to Mr Hawkins.

For the purposes of the approval sought under ASX Listing Rules 10.14, the following information is provided to securityholders:

• (i) Mr Hawkins is the Managing Director of the Company;

• (ii) the maximum number of Performance Rights that may be acquired by Mr Hawkins is 1,575,250;

• (iii) no consideration is payable by Mr Hawkins at the time of grant of the Performance Rights or upon allocation of Stapled Securities to which he may be entitled upon the exercise of any Performance Rights;

• (iv) since the approval of the PRP at the 2010 Annual General Meeting held on 29 November 2010, Mr Hawkins was granted 2,015,027 Performance Rights at an exercise price of $0.00 on 13 December 2010. The Performance Rights granted to Mr Hawkins have not yet vested;

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• (v) please refer to the voting exclusion statement contained in the notice of meeting to which this explanatory memorandum is attached;

• (vi) as noted above, only Eligible Employees are entitled to participate in the PRP and, of these, the only current Director who is entitled to participate is Mr Hawkins;

• (vii) no loan will be provided to Mr Hawkins for him to acquire the Performance Rights under the PRP or to acquire any Stapled Securities on vesting and exercise of the Performance Rights; and

• (viii) the Performance Rights are expected to be granted to Mr Hawkins within 2 weeks of the date of the AGM, but no later than 31 December 2011.

Recommendation

Mr Hawkins has abstained from providing a recommendation on this resolution as he is able to participate as an Eligible Employee in the PRP. All other Directors believe that the issue of the Performance Rights on the above terms is reasonable in all the circumstances because it is an appropriately designed equity based incentive for the Managing Director having regard to his role and responsibility, and further that if the performance hurdles described above are met this will result in benefits for Aspen Group as a whole.

The Directors (other than Mr Hawkins) unanimously recommend that securityholders vote in favour of Resolution 4.

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LODGE YOUR VOTE



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ABN 50 004 160 927

www.linkmarketservices.com.au

ONLINE

By mail:  Aspen Group Limited  [By fax:][ +61 2 9287 0309] C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia



All enquiries to: Telephone: 1300 554 474 Overseas: +61 2 8280 7111

SECURITYHOLDER VOTING FORM APPOINT A PROXY if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy X VOTING DIRECTIONS For Against Abstain * For Resolution 3 Re-election of Mr Frank Zipfinger as a Director Resolution 4 Issue of Performance Rights under the PRP to Mr Gavin Hawkins

I/We being a member(s) of Aspen Group Limited and entitled to attend and vote hereby appoint:

STEP 1 APPOINT A PROXY the Chairman OR if you are NOT appointing the Chairman of the Meeting as your of the Meeting proxy, please write the name of the person or body corporate (excluding (mark box) the registered securityholder) you are appointing as your proxy or failing the person/body corporate named, or if no person/body corporate is named, the Chairman of the Meeting, as my/our proxy and to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at 4:00pm (WST) on Monday, 28 November 2011, at the Silver Room, Novotel Langley, 221 Adelaide Terrace, Perth, Western Australia and at any adjournment or postponement of the meeting. The Chairman of the Meeting intends to vote all available proxies in favour of all resolutions. Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the meeting. Please read the voting instructions overleaf before marking any boxes with an X

STEP 2 VOTING DIRECTIONS For Against Abstain * For Against Abstain * Resolution 1 Resolution 3 Adoption of the Remuneration Report Re-election of Mr Frank Zipfinger as a Director Resolution 2 Resolution 4 Re-election of Mr Reg Gillard as a Issue of Performance Rights under the Director PRP to Mr Gavin Hawkins

 * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

Important for Resolutions 1 and 4 – If the Chairman of the Meeting is your proxy or is appointed as your proxy by default By marking this box, you are directing the Chairman of the Meeting to vote in accordance with his voting intentions on Resolutions 1 and 4 as set out above and in the Notice of Meeting. If you do not mark this box, and you have not directed your proxy how to vote on Resolutions 1 and 4, the Chairman of the Meeting will not cast your votes on Resolutions 1 and 4 and your votes will not be counted in computing the required majority if a poll is called on these Resolutions. If you appoint the Chairman of the Meeting as your proxy you can direct him how to vote by either marking the boxes on any or all of the Resolutions in Step 2 above (for example if you wish to vote ‘for’, ‘against’ or ‘abstain’ from voting) or by marking this box (in which case the Chairman of the Meeting will vote in favour of Resolutions 1 and 4).

The Chairman of the Meeting intends to vote all available proxies in favour of Resolutions 1 and 4.

I/we direct the Chairman of the Meeting to vote in accordance with his voting intentions on Resolutions 1 and 4 (except where I/we have indicated a different voting intention above) and acknowledge that the Chairman of the Meeting may exercise my proxy even though Resolutions 1 and 4 are connected directly or indirectly with the remuneration of a member of the key management personnel and even if the Chairman of the Meeting has an interest in the outcome of those Resolutions and that votes cast by him, other than as proxy holder, would be disregarded because of that interest.

STEP 3

Securityholder 1 (Individual)

SIGNATURE OF SECURITYHOLDERS – THIS MUST BE COMPLETED

Joint Securityholder 2 (Individual) Joint Securityholder 3 (Individual)

Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director This form should be signed by the securityholder. If a joint holding, either securityholder may sign. If signed by the securityholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

APZ PRX107

HOW TO COMPLETE THIS PROXY FORM

Your Name and Address

To appoint a second proxy you must:

• (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

This is your name and address as it appears on the company’s security register. If this information is incorrect, please make the correction on the form. Securityholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your securities using this form.

• (b) return both forms together.

Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person in Step 1. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a securityholder of the company. A proxy may be an individual or a body corporate.

Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, either securityholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Votes on Items of Business – Proxy Appointment

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

you return it. Companies: Corporations Act 2001 in the appropriate place. Corporate Representatives security registry.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company’s security registry or you may copy this form and return them both together.

If a representative of the corporation is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the company’s security registry.

Lodgement of a Proxy Form

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 4:00pm (WST) on Saturday, 26 November 2011, being not later than 48 hours before the commencement of the meeting. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy Forms may be lodged:

 ONLINE www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the proxy form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, securityholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the proxy form).

 by mail:

Aspen Group Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

 by fax:

+61 2 9287 0309



by hand:

delivering it to Link Market Services Limited, Level 12, 680 George Street, Sydney NSW 2000.

If you would like to attend and vote at the Annual General Meeting, please bring this form with you. This will assist in registering your attendance.