ASPEN GROUP — AGM Information 2012

Oct 21, 2012

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NOTICE OF ANNUAL GENERAL MEETING 2012

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 Friday 23 November 2012.

A proxy form is enclosed

Please read the Notice and Explanatory Memorandum carefully. If you are unable to attend the meeting please complete and return the enclosed proxy form in accordance with the specified instructions.

AGENDA

ORDINARY BUSINESS

1. Financial Accounts and Reports

To receive and consider the financial report for the year ended 30 June 2012 for Aspen Group, including the Director’s declaration, Director’s report and audit report.

There is no vote on this item.

2. Re-election of Clive Appleton as a Director by Securityholders

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

Resolution 1

" To re-elect as a Director of the Company, Mr Clive Appleton, who retires in accordance with Rule 7.3 (g) of the Company Constitution and being eligible offers himself for re-election. "

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

3. Re-election of Hugh Martin 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 Hugh Martin, who retires in accordance with Rule 7.3 (g) of the Company Constitution and being eligible offers himself for re-election. "

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

4. Re-election of Terry Budge 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 Terry Budge, who retires in accordance with Rule 7.3(a) and (c) of the Company Constitution and being eligible offers himself for re-election. "

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

5. Remuneration Report

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

Resolution 4

" That the Company’s remuneration report for the year ended 30 June 2012 be adopted. "

The Remuneration Report appears on pages 16, 17 and 40 to 55 of the 2012 Annual Report. Additional details about the Company’s remuneration policies and practices are included in the Explanatory Statement.

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(Note: the vote on this item is advisory only and does not bind the Directors, the Company or the responsible entity of the Trust. However, if at least 25% of the votes cast on the resolution are cast against the adoption of the remuneration report, then Resolution 5 will need to be put to the meeting).

Voting Exclusion Statement – Corporations Act

In accordance with the Corporations Act, the Company and Trust will disregard any votes cast on Resolution 4:

• by or on behalf of a member of the key management personnel (KMP), details of whose remuneration are included in the 2012 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 and includes any spouse, dependant and certain other close family members of a member of the KMP, as well as any companies controlled by a member of the KMP.

However, the Company need not disregard a vote if the vote is cast as a proxy for a person entitled to vote:

• in accordance with a direction on the proxy form; or

• by the Chairman where he has been expressly authorised to exercise the proxy.

CONTINGENT BUSINESS

6. Conditional Resolution to Hold a ‘Spill Meeting’

This item will be considered at the AGM only if at least 25% of votes cast on Resolution 4 (item 5 on the Agenda) are cast against the Resolution (i.e. are against the adoption of the Remuneration Report). Further explanation of the circumstances in which this resolution is considered is included in the Explanatory Statement.

If at least 25% of votes cast on Resolution 4 are cast against the Resolution, the meeting is to consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company:

Resolution 5

" That approval is given:

• 1 for an extraordinary general meeting of the Company ( Spill Meeting ) to be held within 90 days of the passing of this resolution;

• 2 for all of the non-executive directors in office when the Board resolution to approve the directors’ report for the financial year ended 30 June 2012 was passed and who remain in office as non-executive directors at the time of the Spill Meeting, to cease to hold office immediately before the end of the Spill Meeting; and

• 3 for resolutions to appoint persons to offices that will be vacated immediately before the end of the Spill Meeting be put to the vote at the Spill Meeting."

(Note: this resolution will be ignored by the Chairman if greater than 75% of the votes cast on Resolution 4 are cast in favour of the Resolution).

Voting Exclusion Statement – Corporations Act

In accordance with the Corporations Act, the Company and Trust will disregard any votes cast on Resolution 5:

• by or on behalf of a member of the KMP, details of whose remuneration are included in the 2012 Remuneration Report; or

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

However, the Company need not disregard a vote if the vote is cast as proxy for a person entitled to vote:

• in accordance with a direction on the proxy form; or

• by the Chairman where he has been expressly authorised to exercise the proxy.

GENERAL BUSINESS

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

By order of the Board

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Eric Lee Company Secretary Dated: 19 October 2012

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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 Friday, 23 November 2012 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 4 and 5, unless he is expressly authorised to exercise the proxy even though it is connected with the remuneration of the Company’s KMP. If you intend to appoint the Chairman of the meeting as your proxy, or the Chairman of the meeting becomes your proxy by default, you can direct the Chairman how to vote by either marking the boxes for each of Resolutions 4 and 5 (for example, if you wish to vote ‘for’, ‘against’ or to ‘abstain’ from voting), or you can expressly authorise the Chairman to vote as he sees fit on those Resolutions by marking the Chairman’s box on the proxy form. The Chairman intends to vote all available proxies in favour of Resolutions 1 to 4 and against Resolution 5.

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 (WST) on Wednesday 21 November 2012. 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 securityholder or the securityholder'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 Wednesday 21 November 2012.

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 (WST) on Wednesday 21 November 2012. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

Aspen Group - Notice of Annual General Meeting 2012

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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.

Annual Financial Report

The Corporations Act 2001 (Cth) (Corporations Act) requires:

• the reports of the directors and auditors; and

• the annual financial report, including the financial statements of the group for the year ended 30 June 2012,

to be laid before the Annual General Meeting. Neither the Corporations Act nor the constitution requires a vote of Securityholders on the reports or statements. However, Securityholders will be given ample opportunity to raise questions or comments on the management of the group.

PROPOSED RESOLUTIONS

Resolution 1 – Election of Clive Appleton as a Non-Executive Director by Securityholders

Mr Clive Appleton joined the Board of the Company as a non-executive Director in April 2012.

Mr Appleton has had a successful career in property and funds management with over 30 years experience in some of Australia’s leading retail property investment, management and development groups.

Mr Appleton holds a Bachelor of Economics and a Post Graduate Diploma of Marketing. He has a Master of Business Administration from Monash University and has completed the Advanced Management Program at Harvard University.

In 2005 Mr Appleton joined APN Property Group as Managing Director and he is currently the Executive Director responsible for managing APN’s Private Funds division.

From 1997 to 2004, Mr Appleton was the Managing Director of the Gandel Group Pty Limited, one of Australia’s leading retail property investment, management and development groups where he was involved in the development of $1 billion worth of property.

Mr Appleton’s early career was spent with the Jennings Group where, from 1986, he held senior executive roles, responsible for managing and developing the retail assets jointly owned by Jennings Properties Limited (JPL) and Jennings Property and Investment Group. In 1990, following a restructure of JPL to become Centro Properties Limited, Mr Appleton became Managing Director.

Mr Appleton is currently Chairman of AG Coombs Pty Limited and is a non-executive director of Centro Retail Australia, the Gandel Group and Arrow International Group Limited.

Mr Appleton resides in Melbourne.

The Director’s (other than Mr Appleton) unanimously recommend that Securityholders vote in favour of Resolution 1.

Resolution 2 – Election of Hugh Martin as a Non-Executive Director by Securityholders

Mr Hugh Martin joined the Board of the Company as a non-executive Director in April 2012 and from 24 August 2012 he has held the position of Interim Chief Executive Officer.

Mr Martin has enjoyed a successful career at Director and Senior Executive level with over 30 years experience in major institutions in the property industry, internationally and domestically.

He started his career as an Accountant in South Africa before relocating to Australia. He holds a Bachelor of Business with a Double Major in Accounting and Finance, is a member of CPA Australia and a member of the Australian Institute of Company Directors.

Mr Martin was formerly an Executive Director of Vivas Lend Lease and, until recently, a Non-Executive Director of non-profit organisation Habitat for Humanity Australia (HFHA).

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From 1997 to 2001, Mr Martin was Chief Executive Officer of the joint venture between Mirvac and Lend Lease for the development, construction and sale of the Olympic Village, now known as the suburb of Newington in Sydney.

In an extensive career, senior executive roles held by Mr Martin included positions as Finance Director of Baulderstone Hornibrook, Director of Property Investment with the State Authorities Superannuation Board of NSW (now Dexus), Managing Director of Leda Holdings, Chief General Manager of Homebush Bay Development Corporation, General Manager of Special Projects at Westfield Holdings Limited, Head of Apartments for the Lend Lease Group and National General Manager for the Apartments Development Division at Stockland Corporation.

Mr Martin resides in Sydney.

The Director’s (other than Mr Martin) unanimously recommend that Securityholders vote in favour of Resolution 2.

Resolution 3 – Election of Terry Budge as a Non-Executive Director by Securityholders

Mr Terry Budge joined the Board of the Company as a non-executive Director in May 2005, and last stood for re-election in November 2010. Due to the size of the Board and the requirements of the Company Constitution that at least one director to stand for re-election by rotation, Mr Budge puts himself up for reelection,

Mr Budge intends to retire as a Director once a suitable successor is found.

Mr Budge is a former career banker with over 35 years experience in the Australian banking industry and business. Mr Budge was most recently Managing Director of BankWest from 1997 to 2004 and previously worked with the National Australia Bank for 25 years in a number of senior executive roles. Mr Budge is currently Chancellor of Murdoch University, a director of Westoz Investment Company Limited and is a member of the AON Risk Services Australia Limited Board of Advice. He is also Chairman of the Conference Committee for the AICD and WA Advisory Committee for The Big Issues.

Mr Budge’s former roles included Chairman of LandCorp, National Director and Western Australian State President of AICD, the State President of the Committee for Economic Development of Australia (CEDA) and a member of the Federal Government’s Financial Sector Advisory Council.

Mr Budge resides in Perth.

The Director’s (other than Mr Budge) unanimously recommend that Securityholders vote in favour of Resolution 3.

Resolution 4 - Remuneration Report

As per the Corporations Act the Company is required to include in its Directors’ 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 16, 17 and 40 to 55 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. However, the outcome of the vote could have consequences for the Board as outlined in the Explanatory Statement to Resolution 5.

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.

As outlined in the report, a key principle of remuneration is that the financial rewards of key management personnel (KMP) are linked to the performance of the Group. In view of the poor FY12 performance, the level of Short Term Incentives (STI) paid to KMP during the year was significantly reduced compared to FY11. The table below demonstrates the reduction of STI from FY11 together with the level of STI forfeited through the KMP not meeting their relevant performance targets.

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FY12 STI awarded to KMP	FY12 STI forfeited	FY11 STI awarded to KMP
$167,503	$1,121,720	$1,038,170

In view of the disappointing financial performance and outcomes in FY12, no short term incentives accrued for the former Managing Director and the executive team, other than three KMP who met their individual and business related key performance indicators during the year. It should be noted that these awards were on a significantly reduced and scaled down basis relative to their potential entitlements and that the recipients were responsible for outstanding results in their respective business units.

In announcing the 2012 financial results, important changes to the remuneration philosophy for FY13 were outlined, including a 5% reduction in directors’ fees, a 23% reduction in the CEO remuneration, and an amended STI policy that escrows 25% of any future incentive bonus awarded to key management personnel for a further 12 months. The philosophy for the latter change is first, to promote the retention of the respective executive and secondly, to provide a conditional element to the award of the STI which allows the Company to assess that there has been no material misstatement in awarding the incentive.

As outlined in the report, the Group has retained its Long Term Incentive (LTI) plan, which is an equity based plan designed to reward and retain employees by inviting them to become security holders in Aspen Group. The Group’s LTI is delivered via a Performance Rights Plan (PRP), which has been in place since 2010 and remains unchanged, with the vesting criteria being a minimum Earnings Per Share (EPS) hurdle and Total Shareholder Returns (TSR) hurdle, measured over a 3 year vesting period.

The Directors unanimously recommend that Securityholders vote in favour of Resolution 4.

Resolution 5 – Conditional Resolution to Hold a Spill Meeting

The Corporations Act was amended in June 2011 to introduce the “two strikes” rule. This rule provides that, if at least 25% of the votes cast on the adoption of the Remuneration Report are against the resolution at two consecutive Annual General Meetings, then securityholders will have the opportunity to vote on a “Spill resolution.”

At the AGM held on 28 November 2011, at least 25% of the votes cast on the resolution to adopt the remuneration report were against adopting the report. This constitutes a “first strike”.

If at least 25% of the votes cast on Resolution 4 are cast against the adoption of the remuneration report at the 2012 AGM this will constitute a second strike and Resolution 5 (Item 6 on the Agenda) will be put to the meeting and voted on as required by section 250V of the Corporations Act (the Spill resolution ).

If less than 25% of the votes cast on Resolution 4 (Item 5 on the Agenda) are against adopting the remuneration report at the 2012 AGM, then there will be no second strike and Resolution 5 will not be put to the meeting.

If put, the Spill resolution will be considered as an ordinary resolution.

If the Spill resolution is passed, a further meeting of members must be held within 90 days (the Spill Meeting) of the resolution being passed. Any of the non-executive directors who approved the last directors’ report (being Frank Zipfinger, Terry Budge, Clive Appleton and Hugh Martin) and who remain in office as non-executive directors at the date of the Spill Meeting will cease to hold office immediately before the end of the Spill Meeting.

In accordance with the Corporations Act, Mr Hugh Martin will not cease to hold office or be subject to reelection at the Spill Meeting if no other Managing Director has been appointed by the date of the Spill Meeting.

Any director who ceases to hold office at the Spill Meeting is eligible to seek re-election as a director of the Company at the Spill Meeting.

If the Spill resolution is passed, members should note that each of the directors who will cease to hold office at the Spill Meeting intend to stand for re-election at the Spill Meeting.

The Directors unanimously recommend that securityholders vote against Resolution 5.

End

Aspen Group - Notice of Annual General Meeting 2012

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LODGE YOUR VOTE

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ABN 50 004 160 927
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
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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

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SECURITYHOLDER VOTING FORM 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 proxy, of the Meeting please write the name of the person or body corporate (excluding the (mark box) registered securityholder) you are appointing as your proxy. I/we appoint the Chairman of the Meeting as an alternate proxy to the person named. If no person/body corporate is named, the Chairman of the Meeting, is appointed 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 Friday, 23 November 2012, at The Silver Room, Novotel Perth Langley, 221 Adelaide Terrace, Perth Western Australia and at any adjournment or postponement of the meeting. The Chairman of the Meeting intends to vote undirected proxies in favour of all resolutions other than Resolution 5 where undirected proxies will be voted against the resolution (if it is put). 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 4 Re-election of Clive Appleton as a Adoption of Remuneration Report Director by Securityholders Resolution 2 Resolution 5 Re-election of Hugh Martin as a Conditional Resolution to Hold a Director by Securityholders ‘Spill Meeting’ Resolution 3 Re-election of Terry Budge as a Director by Securityholders  * 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.

STEP 2 VOTING DIRECTIONS For Against Abstain * For Against Abstain * Resolution 1 Resolution 4 Re-election of Clive Appleton as a Adoption of Remuneration Report Director by Securityholders Resolution 2 Resolution 5 Re-election of Hugh Martin as a Conditional Resolution to Hold a Director by Securityholders ‘Spill Meeting’ Resolution 3 Re-election of Terry Budge as a Director by Securityholders

STEP 3 EXPRESS AUTHORISATION

Important for resolutions 4 and 5 – If the Chairman of the Meeting is your proxy or is appointed as your proxy by default

If you wish to give the Chairman specific voting directions on Resolutions 4 and 5, you should mark the appropriate box opposite Resolutions 4 and 5 (directing him to vote ‘for’, ‘against’ or to ‘abstain’ from voting). Alternatively, you can authorise the Chairman of the Meeting to vote as he sees fit by marking the box immediately below. If you do not mark the box below, and you have not otherwise directed your proxy how to vote on Resolutions 4 and 5, the Chairman of the Meeting will not cast votes as your proxy on Resolutions 4 and 5 and your votes will not be counted in computing the required majority if a poll is called on Resolutions 4 and 5.

Chairman authorised to exercise proxies on remuneration related resolutions (Resolutions 4 and 5): Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman of the Meeting becomes my/our proxy by default), I/we expressly authorise the Chairman of the Meeting to exercise my/our proxy in respect of Resolutions 4 and 5 (except where I/we have indicated a different voting intention above) and acknowledge that the Chairman of the Meeting may exercise my/our proxy even though Resolutions 4 and 5 are connected directly or indirectly with remuneration of a member of the key management personnel.

The Chairman of the Meeting intends to vote all undirected proxies in favour of all resolutions other than Resolution 5, where undirected proxies will be voted against the resolution (if it is put).

STEP 4

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 PRX202R

HOW TO COMPLETE THIS PROXY FORM

Your Name and Address

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.

Proxy voting by key management personnel

The key management personnel of the Company (which includes each of the Directors) and their closely related parties will not be able to vote as your proxy on Resolutions 4 and 5 unless you tell them how to vote or, if the Chairman of the Meeting is your proxy, you expressly authorise him to vote as he sees fit on Resolutions 4 and 5 by ticking the box in step 2 of this form. If you intend to appoint a member of the key management personnel or one of their closely related parties (other than the Chairman of the Meeting) as your proxy, please ensure that you direct them how to vote on Resolutions 4 and 5 otherwise they will not be able to cast a vote as your proxy on those resolutions.

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. If your named proxy attends the meeting but does not vote on a poll on a resolution, the Chairman of the Meeting will become your proxy in respect of that resolution. A proxy need not be a securityholder of the company. A proxy may be an individual or a body corporate.

Signing Instructions

Votes on Items of Business – Proxy Appointment

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. 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. Corporate Representatives 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.

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 (except in relation to Resolutions 4 and 5 where you have appointed a member of the key management personnel of the company or their closely related parties as your proxy, in which case there are additional restrictions explained below). If you mark more than one box on an item your vote on that item will be invalid.

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.

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. The appointment of the Chairman of the Meeting as your alternate proxy also applies to the appointment of the second proxy.

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.

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 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 Wednesday, 21 November 2012, 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 using the reply paid envelope or:

 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, 1A Homebush Bay Drive, Rhodes NSW 2138.

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.