ASPEN GROUP — Capital/Financing Update 2009

May 26, 2009

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Aspen Group Limited ABN 50 004 160 927 Aspen Property Trust ARSN 104 807 767

Level 8, Septimus Roe Square 256 Adelaide Terrace, Perth Western Australia, 6000

Telephone: 08 9220 8400 Facsimile: 08 9220 8401 Email: homemail@aspengroup.com.au

27 May 2009

The Manager Company Announcements Office Australian Securities Exchange Limited 2 The Esplanade PERTH WA 6000

Dear Sir/Madam

ASPEN GROUP EQUITY RAISING – RETAIL ENTITLEMENT OFFER

Please find attached the Retail Entitlement Offer Booklet relating to the retail component of Aspen Group’s (“Aspen”) Entitlement Offer, which will be mailed to Eligible Retail Stapled Securityholders on Wednesday, 27 May 2009. It contains:

• Key Dates for the Retail Entitlement Offer

• Letter from Aspen’s Chairman

• ASX announcement of the Entitlement Offer dated 19 May 2009

• How to Apply instructions

• Important Information

• Key Investment Risks

Only Eligible Retail Stapled Securityholders that were not offered an opportunity to participate in the institutional component of the Entitlement Offer may participate. A copy of the proposed notification to Ineligible Retail Stapled Securityholders will be released to the ASX separately.

Yours faithfully

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GAVIN HAWKINS EXECUTIVE DIRECTOR

Aspen Group

Retail Entitlement Offer Booklet

DETAILS OF A 1 FOR 1.1 NON-RENOUNCEABLE PRO-RATA ENTITLEMENT OFFER OF ASPEN GROUP STAPLED SECURITIES (“NEW STAPLED SECURITIES”) AT AN OFFER PRICE OF $0.30 PER NEW STAPLED SECURITY

THE OFFER OPENS ON WEDNESDAY, 27 MAY 2009 AND CLOSES AT 5:00PM (WST) FRIDAY, 12 JUNE 2009. VALID ACCEPTANCES MUST BE RECEIVED BEFORE THAT TIME

Aspen Group Limited ABN 50 004 160 927

Aspen Funds Management Limited ABN 48 104 332 278 AFS Licence 227933 As responsible entity of: Aspen Property Trust ARSN 104 807 767

Contents

Section		Page
	Chairman’s Letter	2
1	ASX Offer Announcement	4
2	How to Apply	11
3	Important Information	15
4	Key Investment Risks	20

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

Any forward looking statements, opinions and estimates provided in this letter 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. Any forward looking statements including projections, guidance on future revenues, earnings and estimates are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance.

This Retail Entitlement Offer booklet and any other information in relation to the Entitlement Offer including the Entitlement and Acceptance Form do not constitute an offer to sell, or the solicitation of an offer to buy, any Stapled Securities in the United States or to, or for the account or benefit of, any “U.S. person” (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”))(“U.S. Person”).

The New Stapled Securities offered in the Entitlement Offer have not been and will not be registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons absent registration or in a transaction exempt from or not subject to the registration requirements of the Securities Act.

Key Dates for the Retail Entitlement Offer

	MILESTONE	DATE
1.	Announcement of the Offer	Tuesday 19 May 2009
2.	Record Date for Entitlements	5pm Friday 22 May 2009
3.	Mailing of Retail Entitlement Offer booklet and Entitlement
	and Acceptance Form to Eligible Retail Stapled Securityholders	Completed by Wednesday 27 May 2009
4.	Retail Entitlement Offer Opens	Wednesday 27 May 2009
5.	Close date for early acceptances* under Retail Entitlement Offer	Monday 1 June 2009
6.	Retail Entitlement Offer final close date	5pm Friday 12 June 2009
7.	Settlement of Retail Entitlement Offer	Tuesday 23 June 2009
8.	Issue and allotment of New Stapled Securities under the
	Retail Entitlement Offer	Wednesday 24 June 2009
9.	Despatch of holding statements	Thursday 25 June 2009
10.	Normal trading of New Stapled Securities issued under the
	Retail Entitlement Offer expected to commence on ASX	Thursday 25 June 2009
11.	Record Date for Aspen June quarterly distribution	5pm Wednesday 1 July 2009

Note: Dates and times are indicative only and subject to change. All times and dates refer to Australian Western Standard Time (WST).

• Securityholders who submit their applications by Monday 1 June 2009 will have their entitlements accepted and settled in conjunction with the Institutional Entitlement Offer settlement on Tuesday 2 June, 2009.

Applicants are encouraged to submit their Entitlement and Acceptance Form as soon as possible after the Retail Entitlement Offer opens. Aspen reserves the right, subject to the Corporations Act 2001 (Cth) (“Corporations Act”), ASX Listing Rules and other applicable laws to vary the dates of the Retail Entitlement Offer, including extending the Retail Entitlement Offer or accepting late applications, either generally or in particular cases, without notice.

Entitlement and Acceptance Forms are available online from Computershare at: https://www-au.computershare.com/Investor/Statements/All.asp?IssuerId=SCAUapz

No cooling-off rights apply to the Retail Entitlement Offer.

Enquiries

If you have any questions, please call Computershare on 1300 557 010 (local call cost from within Australia) or +61 3 9415 5000 (from outside Australia) at any time from 8.30am to 5.30pm (WST) Monday to Friday during the Retail Entitlement Offer period, or consult your stockbroker, accountant or other independent professional adviser.

Page 1 Aspen Group Retail Entitlement Offer

Chairman’s Letter

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

27 May 2009

Dear Securityholder

Aspen Group Equity Raising – Retail Entitlement Offer

On behalf of Aspen Funds Management Limited as responsible entity for the Aspen Property Trust and Aspen Group Limited (“Aspen” or “the Group”), it is my pleasure to invite you to participate in a 1 for 1.1 accelerated non-renounceable pro-rata entitlement offer of Stapled Securities (“New Stapled Securities”) at an offer price of $0.30 per New Stapled Security (the “Entitlement Offer”). The offer price represents a 21% discount to the five day volume-weighted average price to 15 May 2009, and a 60% discount to the post-Entitlement Offer net tangible asset (NTA) value per security.

The Entitlement Offer has been fully underwritten by Euroz Securities Limited.

On 19 May 2009, Aspen announced its intention to raise $82.4 million through the Entitlement Offer. A copy of this announcement is included in this booklet for your information. I am very pleased that on 20 May 2009, Aspen concluded the institutional component (“Institutional Offer”) of the Entitlement Offer, raising approximately $41.0 million. An extract of the presentation to institutional investors is enclosed with this booklet for your information.

This invitation relates to the retail component of the Entitlement Offer (“Retail Entitlement Offer”), which will raise approximately $41.4 million. The Retail Entitlement Offer provides Eligible Retail Stapled Securityholders with the same opportunity offered to those investors who participated in the Institutional Offer.

The Entitlement Offer forms an important part of Aspen’s capital management strategy. The equity raising will reduce borrowings, strengthen Aspen’s balance sheet and position Aspen to take advantage of growth opportunities expected to arise from the current market conditions.

A significant benefit to arise from the equity raising has been the renegotiation of important terms of the Group’s senior debt facility on more favourable terms. This will provide Aspen with increased flexibility going forward.

The Entitlement Offer will provide a number of additional benefits to Aspen, including:

• Senior debt facility drawn to a loan to value ratio (LVR) of 48% resulting in significant headroom capacity;

• Creates liquidity to take advantage of market opportunities;

• Reduces gearing from 39% to 27%; and

• Strengthens annualised interest cover to 4.3 times earnings before interest and tax.

The New Stapled Securities issued under the Entitlement Offer will participate in all future distributions including the upcoming quarterly distribution with respect to the quarter ended 30 June 2009.

Page 2 Aspen Group Retail Entitlement Offer

This Retail Entitlement Offer booklet contains the following information:

• Key Dates for the Retail Entitlement Offer;

• ASX announcement relating to the Entitlement Offer;

• Instructions on “How to Apply”, setting out how to accept all or part of your entitlement or apply for additional New Stapled Securities in the Retail Entitlement Offer if you choose to do so;

• Important Information; and

• Key Investment Risks.

Also enclosed is an Entitlement and Acceptance Form which details your entitlement, to be completed in accordance with the instructions provided on the form and the instructions on “How to Apply”.

The Retail Entitlement Offer closes at 5.00pm (WST) on Friday, 12 June 2009. To participate, you need to ensure that your completed Entitlement and Acceptance Form, together with your Application Monies, is received by Computershare before this time and date OR that you have paid your application monies via Bpay® according to the instructions that are set out on the Entitlement and Acceptance Form. Please refer to the instructions on “How to Apply” that are included in this booklet for further information.

Entitlements are non-renounceable and will not be tradeable on the ASX or otherwise transferable.

Stapled Securityholders who do not take up their entitlement in full will not receive any value in respect of those entitlements they do not take up. Stapled Securityholders are able to apply for more New Stapled Securities than their entitlement, however applications may be scaled back at Aspen’s discretion. More information on applying for additional New Stapled Securities is contained in the instructions on “How to Apply” included in this booklet.

You should consult your stockbroker, accountant or other independent professional adviser to evaluate whether or not to participate in the Retail Entitlement Offer.

For further information regarding the Retail Entitlement Offer, please call Computershare on 1300 557 010 (local call cost from within Australia) or + 61 3 9415 5000 (from outside Australia) at any time from 8.30am to 5.30pm (WST) Monday to Friday during the Retail Entitlement Offer period or visit our website at www.aspengroup.com.au .

On behalf of the management team and Board of Aspen, I urge you to strongly consider this investment opportunity and, as always, thank you for your ongoing support of our Group.

Yours sincerely,

Reg Gillard Chairman

Page 3 Aspen Group Retail Entitlement Offer

Section 1

ASX Offer Announcement

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Page 5

Aspen Group Retail Entitlement Offer

Section 1 ASX Offer Announcement (continued)

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Page 7

Aspen Group Retail Entitlement Offer

Section 1 ASX Offer Announcement (continued)

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Page 9

Aspen Group Retail Entitlement Offer

Section 1 ASX Offer Announcement (continued)

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Section 2

How to Apply

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

1. The Retail Entitlement Offer

Eligible Retail Stapled Securityholders (as defined in Important Information in Section 3) are being offered the opportunity to subscribe for 1 New Stapled Security for every 1.1 Aspen Stapled Securities (“Stapled Securities”) held at 5.00pm (WST) on Friday, 22 May 2009 (“Entitlement”), at the offer price of $0.30 per New Stapled Securities (“Offer Price”).

Eligible Retail Stapled Securityholders may also apply for New Stapled Securities in excess of their Entitlement (“Additional New Stapled Securities”). Please note that New Stapled Securities in excess of Entitlements will only be allocated to Eligible Retail Stapled Securityholders, if and to the extent that Aspen so determines, in its absolute discretion, having regard to circumstances as at the time of the close of the Retail Entitlement Offer. Any New Stapled Securities in excess of Entitlements will be limited to the extent that there are sufficient New Stapled Securities from Eligible Retail Stapled Securityholders who do not take up their full Entitlements or from New Stapled Securities that would have been offered to Ineligible Retail Stapled Securityholders if they had been entitled to participate in the Retail Entitlement Offer. Aspen may apply any scale-back (in its absolute discretion).

The Retail Entitlement Offer is being made pursuant to provisions of the Corporations Act which allow rights issues to be offered without a prospectus or product disclosure statement. As a result, it is important for Eligible Retail Stapled Securityholders to read and understand the information on Aspen and the Retail Entitlement Offer made publicly available, prior to accepting all or part of their Entitlement or applying for Additional New Stapled Securities. In particular, please refer to this booklet, the enclosed presentation to Institutional Securityholders, Aspen’s interim and annual reports and other announcements made available at www.aspengroup.com.au (including Aspen’s Half Year Report for the six month period ended 31 December 2008 that was released to ASX on 25 February 2009).

Your Entitlement is set out on the accompanying personalised Entitlement and Acceptance Form and has been calculated as 1 New Stapled Security for every 1.1 Stapled Securities you held as at the record date of 5.00pm (WST) on Friday, 22 May 2009 rounded up to the nearest whole New Stapled Security. If you have more than one holding of Stapled Securities, you will be sent more than one personalised Entitlement and Acceptance Form and you will have separate Entitlements for each separate holding.

Note: The Entitlement stated on your personalised Entitlement and Acceptance Form may be in excess of the actual Entitlement you may be permitted to take up where, for example, you are holding Stapled Securities on behalf of a U.S. Person (see definition of Eligible Retail Stapled Securityholder in Important Information).

Nominees

The Retail Entitlement Offer is being made to Eligible Retail Stapled Securityholders on the register of Aspen at 5.00pm (WST) on Friday, 22 May 2009 with an address in Australia or New Zealand and who did not participate in the Institutional Entitlement Offer. Aspen is not required to determine whether or not any registered holder is acting as a nominee or the identity or residence of any beneficial owners of Stapled Securities. Where any holder is acting as a nominee for a foreign person that holder, in dealing with its beneficiary, will need to assess whether indirect participation by the beneficiary in the Entitlement Offer is

Page 11 Aspen Group Retail Entitlement Offer

Section 2 How to Apply (continued)

compatible with applicable foreign laws. Any person in the U.S. with a holding through a nominee may not participate in the Entitlement Offer and the nominee must not send any materials into the U.S. or to any person it knows to be a U.S. person. Aspen is not able to advise on foreign laws.

2. Consider the Retail Entitlement Offer in light of your particular investment objectives and circumstances

Please consult with your stockbroker, accountant or other independent professional adviser if you have any queries or are uncertain about any aspects of the Retail Entitlement Offer. You should also refer to the investment risks detailed in this booklet.

3. Complete and return the accompanying Entitlement and Acceptance Form with your Application Monies or make a payment by Bpay®

If you decide to take up all or part of your Entitlement, or apply for Additional New Stapled Securities, please complete and return the personalised Entitlement and Acceptance Form with the requisite Application Monies or pay your Application Monies via Bpay® by following the instructions set out on the personalised Entitlement and Acceptance Form.

Aspen will treat you as applying for as many New Stapled Securities as your payment will pay for in full, subject to any scale-back it may determine to implement, in its absolute discretion, in respect of Additional New Stapled Securities.

Amounts received by Aspen in excess of your Entitlement (“Excess Amount”) may be treated as an application to apply for as many Additional New Stapled Securities as your Excess Amount will pay for in full. If you are paying by Bpay®, please make sure to use the specific Biller Code and unique Reference Number on your personalised Entitlement and Acceptance Form. If you receive more than one personalised Entitlement and Acceptance Form, please only use the Reference Number specific to the Entitlement on that Form. If you inadvertently use the same Reference Number for more than one of your Entitlements, you will be deemed to have applied only for Additional New Stapled Securities on the Entitlement to which that Reference Number applies.

If you take no action you will not be allocated New Stapled Securities and your Entitlement will lapse. Your entitlement to participate in the Retail Entitlement Offer is non-renounceable and will not be tradeable or otherwise transferable. Stapled Securityholders who do not take up their Entitlements in full will not receive any payment or value for those Entitlements they do not take up.

Securityholders who submit their applications by Monday 1 June 2009 will have their entitlements accepted and settled in conjunction with the Institutional Entitlement Offer settlement on Tuesday 2 June, 2009.

If you take up and pay for all or part of your Entitlement before the close of the Retail Entitlement Offer you will be allotted your New Stapled Securities on Thursday, 25 June 2009. If you apply for Additional New Stapled Securities then, subject to Aspen’s absolute discretion to scale-back your application for Additional New Stapled Securities (in whole or part), you will be issued these on Thursday, 25 June 2009. Aspen’s decision on the number of New Stapled Securities to be allocated to you will be final.

Aspen also reserves the right (in its absolute discretion) to reduce the number of New Stapled Securities allocated to Eligible Retail Stapled Securityholders, or persons claiming to be Eligible Retail Stapled Securityholders, if their claims prove to be overstated or they fail to provide information to substantiate their claims.

Page 12 Aspen Group Retail Entitlement Offer

4. Acceptance of the Retail Entitlement Offer

The method of acceptance of the Retail Entitlement Offer will depend on your method of payment being:

• by Bpay®; or

• by cheque, bank draft or money order.

By completing and returning your personalised Entitlement and Acceptance Form or making a payment by Bpay®, you will be deemed to have represented that you are an Eligible Retail Stapled Securityholder (as defined in Important Information).

By completing and returning your personalised Entitlement and Acceptance Form or making a payment by Bpay®, you will also be deemed to have represented on behalf of each person on whose account you are acting that: (a) you are not in the United States and are neither a U.S. Person nor acting for the account or benefit of a U.S. Person; (b) you acknowledge that the New Stapled Securities have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdictions in the United States, or in any other jurisdiction outside Australia or New Zealand and accordingly, the New Stapled Securities may not be offered, sold or otherwise transferred except in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws; and (c) you have not and will not send any materials relating to the Retail Entitlement Offer to any person in the United States or that is, or is acting for the account or benefit of, a U.S. Person.

Payment by Bpay®

For payment by Bpay®, please follow the instructions on the personalised Entitlement and Acceptance Form. You can only make a payment via Bpay® if you are the holder of an account with an Australian financial institution that supports Bpay® transactions.

Please note that should you choose to pay by Bpay®:

• you do not need to submit the personalised Entitlement and Acceptance Form but are taken to have made the declarations on that Entitlement and Acceptance Form; and

• if you do not pay for your full Entitlement, you are deemed to have taken up your Entitlement in respect of such whole number of New Stapled Securities which is covered in full by your Application Monies.

It is your responsibility to ensure that your Bpay® payment is received by the share registry by no later than 5.00pm (WST) on Friday, 12 June 2009 (subject to variation). You should be aware that your financial institution may implement earlier cut-off times with regards to electronic payment and you should therefore take this into consideration when making payment.

Any Application Monies received for more than your final allocation of New Stapled Securities and Additional New Stapled Securities (only where the amount is A$1.00 or greater) will be refunded on or around Tuesday, 23 June 2009. No interest will be paid on any Application Monies received or refunded.

Payment by cheque, bank draft or money order

For payment by cheque, bank draft or money order, you should complete your personalised Entitlement and Acceptance Form in accordance with the instructions on the Form and return it accompanied by a cheque, bank draft or money order in Australian currency for the amount of the Application Monies, payable to “Aspen Group” and crossed “Not Negotiable”.

Your cheque, bank draft or money order must be:

• for an amount equal to $0.30 multiplied by the number of New Stapled Securities and Additional New Stapled Securities that you are applying for; and

• in Australian currency drawn on an Australian branch of a financial institution.

Page 13 Aspen Group Retail Entitlement Offer

Section 2 How to Apply (continued)

You should ensure that sufficient funds are held in relevant account(s) to cover the Application Monies as your cheques will be processed on the day of receipt. If the amount of your cheque for Application Monies (or the amount for which the cheque clears in time for allocation) is insufficient to pay in full for the number of New Stapled Securities you have applied for in your personalised Entitlement and Acceptance Form, you will be taken to have applied for such lower number of whole New Stapled Securities as your cleared Application Monies will pay for (and to have specified that number of New Stapled Securities on your personalised Entitlement and Acceptance Form). Alternatively, your application will not be accepted.

Any Application Monies received for more than your final allocation of New Stapled Securities and Additional New Stapled Securities (only where the amount is A$1.00 or greater) will be refunded on or around Tuesday, 23 June 2009. No interest will be paid on any Application Monies received or refunded.

Cash payments will not be accepted. Receipts for payment will not be issued.

To participate in the Entitlement Offer, your payment must be received no later than the close of the Retail Entitlement Offer, at 5.00pm (WST) on Friday, 12 June 2009 . Stapled Securityholders who make payment via cheque, bank draft or money order should mail their completed personalised Entitlement and Acceptance Form together with Application Monies using the reply paid or self-addressed envelope provided with this booklet, or mail to:

Computershare Investor Services Pty Ltd

Aspen Group Entitlement Offer

Locked Bag 2508

Perth WA 6001

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Section 3

Important Information

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

This booklet and enclosed personalised Entitlement and Acceptance Form (“Information”) have been prepared by Aspen Group Limited (ABN 50 004 160 927) and Aspen Funds Management Limited (ABN 48 104 332 278) (“Aspen”). This Information is dated Wednesday 27 May 2009 (other than the ASX Offer Announcement).

No party other than Aspen has authorised or caused the issue of this Information, or takes any responsibility for, or makes, any statements, representations or undertakings in this Information.

This Information is important and requires your immediate attention.

You should read this Information carefully and in its entirety before deciding whether to invest in New Stapled Securities or Additional New Stapled Securities. In particular, you should consider the risk factors detailed in this booklet that could affect the operating and financial performance of Aspen or the value of an investment in Aspen.

You should consult your stockbroker, accountant or other independent professional adviser to evaluate whether or not to participate in the Retail Entitlement Offer.

Aspen has applied for the grant by ASX of official quotation of the New Stapled Securities.

1. Eligible Retail Stapled Securityholders

This Information contains an offer of New Stapled Securities to Eligible Retail Stapled Securityholders in Australia and New Zealand and has been prepared in accordance with sections 708AA and 1012DAA of the Corporations Act as notionally modified by Australian Securities and Investments Commission (“ASIC”) Class Order 08/35.

Eligible Retail Stapled Securityholders are those holders of Stapled Securities who:

• are registered as a holder of Stapled Securities as at 5.00pm (WST) on Friday, 22 May 2009 (the “Record Date”);[1]

• have a registered address in Australia or New Zealand;

• are not in the United States and are not “U.S. persons” (as defined under Regulation S under the United States Securities Act of 1933, as amended) (“U.S. Persons”) or acting for the account or benefit of U.S. Persons;

• were not an Institutional Stapled Securityholder eligible to participate under the Institutional Entitlement Offer (or an Ineligible Institutional Stapled Securityholder); and

• are eligible under all applicable Securities laws to receive an offer under the Retail Entitlement Offer.

Aspen may (in its absolute discretion) extend the Retail Entitlement Offer to any Institutional Stapled Securityholder in a foreign jurisdiction which did not participate in the Institutional Offer (subject to compliance with applicable laws).

1. Pursuant to a waiver from the ASX and for the purposes of determining entitlements under the Entitlement Offer, Aspen will disregard transactions in Stapled Securities after implementation of the trading halt in Aspen Stapled Securities on 18 May 2009, except for settlement of on-market transactions that occurred prior to the implementation of the trading halt.

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Section 3 Important Information (continued)

2. Additional New Stapled Securities

Aspen reserves the right to allot any Additional New Stapled Securities if, and to the extent that Aspen so determines, in its absolute discretion, having regard to circumstances as at the time of the close of the Retail Entitlement Offer. Any New Stapled Securities in excess of Entitlements will be limited to the extent that there are sufficient New Stapled Securities from Eligible Retail Stapled Securityholders who do not take up their full Entitlements or from New Stapled Securities that would have been offered to Ineligible Retail Stapled Securityholders if they had been entitled to participate in the Retail Entitlement Offer.

If you apply for Additional New Stapled Securities then, subject to Aspen’s absolute discretion to scale-back your application for Additional New Stapled Securities (in whole or part), you will be issued these on Thursday, 25 June 2009. Aspen’s decision on the number of Additional New Stapled Securities to be allocated to you will be final.

3. No cooling-off rights

Cooling-off rights do not apply to an investment in New Stapled Securities or Additional New Stapled Securities. You cannot withdraw your application once it has been accepted.

4. No Entitlements trading

Entitlements are non-renounceable and cannot be traded on the ASX or any other exchange, nor can they be privately transferred.

5. Not investment advice

This booklet is not a prospectus or product disclosure statement under the Corporations Act and has not been lodged with ASIC. It is also not financial product advice and has been prepared without taking into account your investment objectives, financial circumstances or particular needs. Aspen is not licensed to provide financial product advice in respect of the New Stapled Securities or Additional New Stapled Securities. The Information does not purport to contain all the information that you may require to evaluate a possible application for New Stapled Securities or Additional New Stapled Securities.

Before deciding whether to apply for New Stapled Securities or Additional New Stapled Securities, you should consider whether they are a suitable investment for you in light of your own investment objectives and financial circumstances and having regard to the merits or risks involved. If, after reading the Information, you have any questions about the Retail Entitlement Offer, you should contact your stockbroker, accountant or other independent professional adviser.

6. Taxation

Set out below is a summary of the Australian tax implications of the Retail Entitlement Offer for Eligible Retail Stapled Securityholders who are residents of Australia for tax purposes and who hold their Stapled Securities as capital assets.

The summary below does not apply to Eligible Retail Stapled Securityholders who hold their Stapled Securities as assets used in carrying on a business or who may carry on the business of share trading, banking or investment.

The summary below does not apply to Eligible Retail Stapled Securityholders whose Stapled Securities are held through an employee share plan or whose Stapled Securities are held as revenue assets or trading stock.

Page 16 Aspen Group Retail Entitlement Offer

The summary below also does not take account of any individual circumstances of any particular Eligible Retail Stapled Securityholder. Eligible Retail Stapled Securityholders should seek specific advice applicable to their own particular circumstances from their own financial or tax advisers.

The summary below is based on the law in effect as at the date of this Information.

Issue of Entitlements

Subject to the qualifications noted, the issue of the Entitlements will not itself result in any amount being included in the assessable income of an Eligible Retail Stapled Securityholder.

Exercise of Entitlements

Eligible Retail Stapled Securityholders who exercise their Entitlements and subscribe for New Stapled Securities and, in Aspen’s absolute discretion, Additional New Stapled Securities, will acquire those Stapled Securities with a cost base for capital gains tax (“CGT”) purposes equal to the Offer Price payable by them for those New Stapled Securities or Additional New Stapled Securities plus any non-deductible incidental costs they incur in acquiring them, but will not make any capital gain or loss, or assessable income, from exercising the Entitlements or subscribing for the New Stapled Securities or Additional New Stapled Securities.

New Stapled Securities

Eligible Retail Stapled Securityholders who exercise their Entitlements will acquire New Stapled Securities and, in Aspen’s absolute discretion, Additional New Stapled Securities (as applicable). Any future dividends or distributions made in respect of those New Stapled Securities and Additional New Stapled Securities will be subject to the same taxation treatment as dividends or distributions made on Stapled Securities held in the same circumstances.

On any future disposal of New Stapled Securities and Additional New Stapled Securities, Eligible Retail Stapled Securityholders may make a capital gain or capital loss, depending on whether the capital proceeds of that disposal are more than the cost base or less than the reduced cost base of the New Stapled Securities and Additional New Stapled Securities. The cost base of those Stapled Securities is described above.

New Stapled Securities will be treated for the purposes of the CGT rules as having been acquired when the Eligible Retail Stapled Securityholder exercised the Entitlement to subscribe for them. Additional New Stapled Securities will be treated for the purposes of the CGT rules as having been acquired when Aspen issues or allots those Additional New Stapled Securities.

In order to benefit from the CGT discount that may be available in respect of a disposal of those Stapled Securities, they must have been held for at least 12 months after those dates before the disposal occurs.

Other Australian taxes

No Australian Goods and Services Tax (GST) or stamp duty is payable in respect of the grant or exercise of the Entitlements or the acquisition of New Stapled Securities and Additional New Stapled Securities.

7. Broker stamping fees

No broker stamping fees apply.

8. Rounding of Entitlements

Where fractions arise in the calculation of Entitlements, they will be rounded up to the nearest whole number of New Stapled Securities.

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Section 3 Important Information (continued)

9. Information availability

Eligible Retail Stapled Securityholders in Australia and New Zealand can obtain a copy of this Information during the period of the Retail Entitlement Offer on the Aspen website at www.aspengroup.com.au or by calling Computershare on 1300 557 010 (local call cost from within Australia) or +61 3 9415 5000 (from outside Australia) at any time from 8.30am to 5.30pm (WST) Monday to Friday during the Retail Entitlement Offer period. Persons who access the electronic version of this Information should ensure that they download and read the entire Information. The electronic version of this Information on the Aspen website will not include an Entitlement and Acceptance Form. A replacement Entitlement and Acceptance Form can be requested by calling Computershare or online at: https://www-au.computershare.com/Investor/Statements/All.asp?IssuerId=SCAUapz

10. Future performance and forward looking statements

Neither Aspen nor any other person warrants or guarantees the future performance of the New Stapled Securities or any return on any investment made pursuant to this Information. Any forward looking statements, opinions and estimates provided in the Information 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.

Any forward looking statements including projections, guidance on future revenues, earnings and estimates are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. They are subject to known and unknown risks, uncertainties and assumptions, many of which are outside the control of Aspen and its Board, which could cause actual results, performance or achievements to differ materially from future results, performance or achievements expressed or implied by any forward looking statements in this Information.

11. Past performance

Investors should note that the past security performance of Aspen Stapled Securities provides no guidance as to future price performance.

12. Governing law

This Information, the Retail Entitlement Offer and the contracts formed on acceptance of the Entitlement and Acceptance Forms are governed by the laws applicable in Western Australia, Australia. Each applicant for New Stapled Securities submits to the non-exclusive jurisdiction of the courts of Western Australia, Australia.

13. Foreign jurisdictions

This Information has been prepared to comply with the requirements of the securities laws of Australia.

The New Stapled Securities being offered under this Information are also being offered to Eligible Retail Stapled Securityholders with registered addresses in New Zealand in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand). This Information is not an investment statement or prospectus under New Zealand law, and may not contain all the information that an investment statement or prospectus under New Zealand law is required to contain.

This Information does not constitute an offer in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer. No action has been taken to register or qualify the Retail Entitlement Offer, the Entitlements or the New Stapled Securities, or otherwise permit the public offering of the New Stapled Securities, in any jurisdiction other than Australia and New Zealand.

Page 18 Aspen Group Retail Entitlement Offer

The distribution of this Information (including an electronic copy) outside Australia and New Zealand is restricted by law. If you come into possession of this Information, you should observe such restrictions and should seek your own advice on such restrictions.

Any non-compliance with these restrictions may contravene applicable securities laws.

The Entitlements and the New Stapled Securities have not been, nor will be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States. The Entitlements may not be taken up by persons in the United States, persons who are U.S. Persons, or persons who are acting for the account or benefit of a U.S. Person, and the New Stapled Securities may not be offered, sold or resold in the United States or to U.S. Persons, or for the account or benefit of, a U.S. Person, except in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and applicable U.S. state securities laws. Accordingly, the New Stapled Securities may constitute “restricted Stapled Securities” within the meaning of Rule 144(a)(3) under the Securities Act and, for so long as the New Stapled Securities remain restricted Stapled Securities, the New Stapled Securities may not be deposited in any unrestricted American Depositary Receipt facility with respect to the Stapled Securities of Aspen.

14. Financial data

All dollar values in this booklet are in Australian dollars ($).

15. Underwriting

Aspen has entered into an underwriting agreement with Euroz Securities Limited (“Underwriter”) which has agreed to fully underwrite the Entitlement Offer. Customary with these types of arrangements:

• Aspen has indemnified the Underwriter and its directors, officers, employees, agents and advisers against losses in connection with the Entitlement Offer;

• the Underwriter may terminate the underwriting agreement and be released from its obligations on the happening of any of a range of events, including if:

• the S&P/ASX 200 index falls below certain levels;

• there is a delay in the timetable for the Entitlement Offer of more than 5 business days;

• there is a material change in the senior management of Aspen or a change to the Aspen Board; or

• there are material disruptions in financial conditions or markets.

• the Underwriter will be remunerated by Aspen for providing these services at market rates.

16. Disclaimer of representations

No person is authorised to give any information, or to make any representation, in connection with the Retail Entitlement Offer that is not contained in this Information. Any information or representation that is not in this Information may not be relied on as having been authorised by Aspen, or its related bodies corporate in connection with the Retail Entitlement Offer.

Except as required by law, and only to the extent so required, none of Aspen, or any other person, warrants or guarantees the future performance of Aspen or any return on any investment made pursuant to this Information.

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Section 4

Key Investment Risks

Investment Considerations and Risks

Business activities undertaken by Aspen are subject to a number of risks and other factors which may impact its future performance. Some of these risks can be mitigated by the use of safeguards and appropriate controls, however, many are outside the control of Aspen. There are also general risks associated with any investment in listed securities. Hence, investors should be aware that the performance of Aspen may be affected and the value of its Stapled Securities may rise or fall over any given period.

Some of the factors that investors should consider before they make a decision whether or not to take up New Stapled Securities in Aspen include, but are not limited to, the factors noted below.

Risks Specific to Investing in Aspen

Tenant Defaults

Rental income can be adversely affected by tenants not making rental payments in a timely fashion and defaulting under their lease agreement. While Aspen makes best endeavours to satisfy itself as to the financial strength of tenants at the time of commencing a lease, the financial situation of tenants is subject to change at anytime.

Vacancy Levels

Vacant space exists in certain properties from time to time.

Where vacancies occur due to tenants not renewing their lease, or defaulting on their lease, it will be necessary to re-let such vacant areas. This may well result in a time lag between the change over to a new tenant or tenants, and therefore create a period during which no rent is received. The period of time taken to re-let vacant space will depend on a variety of factors at that time, including but not limited to, competing property supply and rental values, general economic circumstances, and overall demand requirements from potential tenants.

Commissions will be payable to agents who introduce tenants and incentives may be required to be paid to attract tenants. These costs may vary, depending upon the level of letting activity required for a property. Such costs are charged against rental income.

Vacancy levels can have a direct impact on the value of each of the properties at any point in time, most notably at the point that any one of the properties might be sold. Should vacancy levels have increased from current levels to the point of any such sale, the value of any of the properties being sold is likely to be adversely affected.

Physical Works

In the event that any property requires structural repairs or major works which are not of a capital nature, additional charges may have to be made against the rental income from the respective properties. While allowances are made for repairs it is impossible to predict the exact repair costs ahead of time.

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Aspen conducts due diligence on each of the properties it purchases and has engaged experts to report on specific aspects of each of the properties. In some cases it may not be possible to obtain an unqualified report from these experts. It is therefore not possible for Aspen to guarantee that potential monetary risks do not exist in respect of its properties. In addition, potential liability claims against experts may be contractually limited.

Property Performance

Investment in property should be viewed as a longer-term investment. The impact of property performance (both in terms of those properties that may be acquired by Aspen or the general property market) on the value of Aspen’s Stapled Securities cannot be clearly assessed at this or any future stage.

Changing local or global economic conditions may affect the potential resale value of the properties, as well as Aspen’s ability to actually achieve such a sale of the properties. Adverse market and economic conditions could lead to any such potential future sale resulting in a capital loss of the properties’ values.

Performance of Entities Managed by Aspen Group

Return on Equity Interest

Aspen has equity interests in entities that undertake development of real property. Development projects carry a variety of risks which can reduce the overall return of the project. Such risks include timing delays due to re-zoning issues, construction delays, increased costs that may result from timing delays, lower than expected lot yields as a result of planning approvals, lower and slower than expected sales prices and rates. It is not realistic to forecast the impact or severity of all these variables on the performance of any of the development projects of which Aspen has an equity interest. However should the performance of any development project of which Aspen has an equity interest be reduced, the return on Aspen’s equity investment would also be reduced.

Management Fees

Aspen enters into management agreements with entities that undertake the development, sales and marketing of the real property. Payment of these fees are usually calculated as a percentage of development works in the underlying fund, and therefore Aspen’s management fee income varies according to the volume of that work. The extent of such work will in turn vary according to market conditions at the time.

Going Concern

The carrying value of Aspen’s equity investment in entities managed by Aspen Group, together with the management fee income stream they generate, is largely dependent on those entities continuing to operate as a going concern. These entities are also subject to many of the risks that apply to Aspen Group. From time to time these entities may be required to raise additional capital in order to meet respective funding requirements for respective projects, developing or borrowing repayments which can not be guaranteed.

Contractual Risk

Aspen has provided debt funding to the Aspen Diversified Property Fund, the Aspen Parks Property Fund, Aspen Communities Property Fund, Aspen Villages Property Fund, other associated entities, and to property development companies which constitute the Aspen Living Division and Aspen Development Fund No 1 Ltd. The recovery of such debt depends upon the success of each of the borrowing entities.

Interest Rates

Aspen has in place debt facilities at various interest rates. Should interest rates move upward this may increase the overall interest cost to Aspen. Similarly, where interest rates move down interest costs may reduce. A significant portion of the Group’s borrowings are subject to a hedging facility which reduces the impact of rising rates. Such hedging also reduces the ability to benefit from lower interest rates should interest rates fall.

The cost of borrowing is also set by the lenders, which currently have a strong market position, and are able to significantly mark up rates for non-residential borrowers.

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Section 4 Key Investment Risks (continued)

Loan Finance

Should there be insufficient funds to meet the interest payments on Aspen’s debt facilities, the financiers may wish to enforce their security over Aspen’s properties, and sell those properties.

Aspen’s debt facilities are initially approved for a term less than the relevant project life. The financiers are not generally obliged to rollover or extend the loans upon expiry. Further, there is no certainty that the loans will be able to be refinanced at their expiry. In this situation, a financier may enforce its security and, amongst other actions, require the sale of any of the properties over which it may have security.

Gearing and Financial Covenants

By using debt to part finance the purchase of properties, the potential for capital gains and capital losses increases. As a condition of entering loan arrangements Aspen must not breach certain covenants negotiated with the loan providers. Key details of these covenants are detailed in the ASX announcement included in this booklet. As at the date of this Offer Aspen was not in breach of these covenants.

The covenants relate to Aspen earnings, cash flow and asset values. A material movement in any of these may result in the breach of a covenant. Such breaches would be detrimental to Aspen, and could result in the early enforced repayment of debt. Property assets are by nature illiquid, and such repayment could incur capital losses if assets prove difficult to sell at prices at which they are valued in the accounts of Aspen.

Distributions

Securityholders in Aspen are entitled to participate in distributions of Aspen from time to time but the amount of future distributions or whether a distribution will be made in any given quarter is not guaranteed by Aspen.

Key Staff

Aspen has several specialist staff that have been instrumental in the Group’s strong growth over the last seven years. Aspen seeks to ensure that sufficient expertise is available throughout the Group in order to minimise the impact of staff leaving.

Breaches of Law, and Legal Disputes

Aspen is very conscious of its legal responsibilities, but a risk exists that it may breach the law, particularly the Corporations Law. Disputes may arise with parties engaged in its funds management and development activities, or in the leasing of its properties. Such disputes can be costly, and also distract management from its primary purpose of producing investor returns.

Risks Specific to Investing in the Stock Market Generally

Market Conditions

A number of factors outside Aspen’s control may significantly impact on the Group, its performance and the price of its Stapled Securities. These factors include economic conditions in Australia and internationally, investor sentiment and stock market conditions, changes in fiscal, monetary and regulatory policies such as inflation and interest rates, and attitudes to property as an investment class. Investors should recognise that the financial performance of Aspen could be negatively affected by any of the above factors, or any other factors not so noted, which in turn may affect the price of the Stapled Securities.

Page 22 Aspen Group Retail Entitlement Offer

Stamp Duty and Other Taxes

Changes to federal and state taxation laws, in particular stamp duty can impact on the general supply and demand for properties and purchase and sale prices of properties to be acquired and/or sold by Aspen.

Government Incentives

The first home buyers and other incentives can have a strong impact on residential lot sales. The future variation of these could have an impact on land subdivision activities of entities managed by Aspen.

Capital Market Conditions

Recent conditions have demonstrated a large degree of volatility for the property sector. Aspen has made allowances for reasonable future movements, but any future increase exceeding these could result in limited access to equity and debt. Such reductions in funding could see further reductions in asset values, and lenders could revise lending ratios and other covenants to the detriment of Aspen and other sector members.

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Corporate Directory

Aspen Group

Level 8 256 Adelaide Terrace Perth WA 6000

Phone (08) 9220 8400 Fax (08) 9220 8401 E-mail homemail@aspengroup.com.au Web site www.aspengroup.com.au

Freecall 1800 220 840

Computershare

Phone (local) 1300 557 010 Phone (outside Australia) +61 3 9415 5000 Web site www.computershare.com.au

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www.aspengroup.com.au