ASPEN GROUP — Director's Dealing 2015

Apr 22, 2015

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public. Introduced 30/9/2001.

Name of entity:	Aspen Group
	ABN 50 004 160 927

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	John Carter
Date of last notice	2 March 2015

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Direct or indirect interest		Indirect
Nature of indirect interest(including registered holder)Note: Provide details of the circumstances givingrise to the relevant interest.		Mill Hill Capital Pty Ltd as trustee for the Mill Hill CapitalStrategic Real Estate Fund. John Carter is a director ofMill Hill Capital Pty Ltd.
Date of change		20 April 2015
No. of securities held prior to change		796,400 stapled securities – direct interest4,729,464stapled securities – indirect interest5,525,864
Class		Stapled Securities
Number acquired		Mill Hill Capital Pty Ltd as trustee for the Mill Hill CapitalStrategic Real Estate Fund acquired 11,051,729 stapledsecurities
Number disposed		5,525,864 stapled securities sold to Mill Hill Capital Pty Ltdas trustee for the Mill Hill Capital Strategic Real EstateFund

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Value/ConsiderationNote: If consideration is non-cash, provide detailsand estimated valuation	$1.26 per security pursuant to a Stapled Security Sale andPurchase Agreement. A form of the Agreement wasattached as Annexure A to the Notice of change of interestof substantial holder notice by Mill Hill Capital Pty Limited,David Dixon and John Carter lodged with ASX on 22 April2015.
No. of securities held after change	11,051,729 stapled securities
Nature of changeExample: on-market trade, off-market trade,exercise of options, issue of securities underdividend reinvestment plan, participation in buy-back	Off-market transfer

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	N/A
Nature of interest
Name of registered holder(if issued securities)
Date of change
No. and class of securities to whichinterest related prior to changeNote: Details are only required for a contract inrelation to which the interest has changed
Interest acquired
Interest disposed
Value/ConsiderationNote: If consideration is non-cash, provide detailsand an estimated valuation
Interest after change

Part 3 – Closed Period

Were the interests in the securities or contracts detailed No above traded during a closed period where prior written clearance was required?

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

If so, was prior written clearance provided to allow thetrade toproceed during thisperiod?	N/A
If prior written clearance was provided, on what date wasthisprovided?	N/A

• See chapter 19 for defined terms.

Appendix 3Y Page 3

30/9/2001