ASPEN GROUP — M&A Activity 2015

Oct 29, 2015

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Aspen Group Limited
ABN 50 004 160 927
Aspen Property Trust
ARSN 104 807 767
Level 18, 9 Hunter Street
Sydney NSW 2000
Telephone: 02 9151 7500
Facsimile: 02 9151 7599
Email: homemail@aspengroup.com.au
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MARKET RELEASE

ASX ANNOUNCEMENT 30 October 2015

Draft disclosure material of the Initial Merger Proposal

Aspen Group (ASX:APZ) refers to the proposed merger of Aspen Group and Aspen Parks Property Fund (APPF) announced on 14 September 2015 (“Initial Merger Proposal”).

Attached is the draft disclosure document as filed in the Supreme Court of New South Wales in relation to the Initial Merger Proposal. This document has been superseded by the announcements made today by Aspen Group and APPF detailing the terms of a revised proposal for the merger by stapling of the two groups (“Revised Merger Proposal”).

The attached draft disclosure document, including the draft Independent Expert’s Report, is out of date and does not relate to the Revised Merger Proposal . Given the attached draft disclosure document may be accessed by the public through the Court files, it is being released for information purposes only. It should not be relied on by securityholders .

Documentation relating to the Revised Merger Proposal, including an Independent Expert’s Report, is expected to be released next week.

End

For further information please contact: For media enquiries: Clem Salwin David Tasker Chief Executive Officer Professional Public Relations Phone: (+61) 2 9151 7500 Phone: (+61) 8 9388 0944 Email: clems@aspengroup.com.au Mobile: (+61) 433 112 936 Email: david.tasker@ppr.com.au

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Proposal for the merger of Aspen Group and Aspen Parks Property Fund Vote in Favour Your directors unanimously recommend that you vote in favour of the Resolutions to approve the Merger, in the absence of a superior proposal. The Independent Expert has concluded that the Merger is fair and reasonable and in the best interests of Aspen Group securityholders and Aspen Parks Property Fund securityholders. This is an important document and requires your immediate attention. You should read this Explanatory Memorandum and the accompanying Securityholder Booklet in full before deciding whether or not to vote in favour of the Resolutions to approve the Merger and, if necessary, consult your investment, financial, taxation or other professional adviser. You can call the Merger Information Line on 1300 365 969 (within Australia) or +61 1300 365 969 (outside of Australia) between 8:30am and 5:30pm (Sydney time) Monday to Friday if you have any questions. Aspen Parks Property Management Limited (ABN 91 096 790 331) Aspen Funds Management Limited (ABN 48 104 322 278) (AFSL No. 227933) as responsible entity of the Aspen Parks Property Trust (ARSN 108 328 669)

Aspen Group Limited (ABN 50 004 160 927) Aspen Funds Management Limited (ABN 48 104 322 278) (AFSL No. 227933) as responsible entity of the Aspen Property Trust (ARSN 104 807 767)

Financial adviser

Legal adviser

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

Important Notices

This Explanatory Memorandum contains information from

Aspen Parks Property Management Limited (ABN 91 096 790 331) (APPML) and Aspen Funds Management Limited (ABN 48 104 322 278) (AFSL No. 227933) (AFML) as responsible entity of Aspen Parks Property Trust (ARSN 108 328 669) (APPT) (together with their respective related bodies corporate, APPF), and Aspen Group Limited (ABN 50 004 160 927) (AGL) and AFML as responsible entity of Aspen Property Trust (ARSN 104 807 767) (APT) (together with their respective related bodies corporate, Aspen Group). General This Explanatory Memorandum This Explanatory Memorandum also This Explanatory Memorandum is an contains an Independent Expert’s comprises: important document and requires your Report by KPMG Corporate Finance, • a product disclosure statement (PDS) immediate attention. You should read an Investigating Accountant’s Report for the purposes of Chapter 7 of the the Explanatory Memorandum and by PricewaterhouseCoopers Securities Corporations Act, issued by AFML (in its accompanying Securityholder Booklet Ltd and a Taxation Report by King capacity as responsible entity of APPT), carefully and in its entirety before deciding & Wood Mallesons. in relation to the issue of APPT units; how to vote on the Resolutions to be considered at the Meetings. If you are in Status of this document • a PDS for the purposes of Chapter 7 of doubt as to what you should do, you should For APPF securityholders: This the Corporations Act, issued by AFML (in its capacity as responsible entity of APT), consult your financial, investment, taxation Explanatory Memorandum, together in relation to the issue of APT units; or other professional adviser. with the APPF Securityholder Booklet comprises an explanatory statement • a prospectus issued by APPML in relation In particular, in considering the prospects of the Merged Group, it is important to and notices of meeting for APPF to the issue of APPML shares; and consider the benefits, disadvantages securityholders in relation to the APPF • a prospectus issued by AGL in relation and risk factors identified in Sections 3, 4 Resolutions required to implement the to the issue of AGL shares. and 9 of this Explanatory Memorandum, Merger, including: This Explanatory Memorandum, the APPF and the views of the Independent Expert • an explanatory statement required by Securityholder Booklet and the Aspen set out in the Independent Expert’s section 412(1) of the Corporations Act Group Securityholder Booklet (Disclosure Report (Annexure A to this Explanatory in relation to the APPML Scheme; Documents) were lodged with ASIC on Memorandum). You should carefully • an explanatory statement required by 19 October 2015. A copy of the Disclosure consider these factors in light of your section 256C(4) of the Corporations Documents have also been lodged with particular investment objectives, financial Act in relation to the Capital Reduction the ASX. situation, tax position and individual needs. Resolution set out in the Notices Neither ASIC, the ASX or their respective of General Meeting – Aspen Parks officers takes any responsibility for the Purpose of this Explanatory Property Fund; and contents of the Disclosure Documents. Memorandum • an explanatory statement required This Explanatory Memorandum, together by section 219 of the Corporations Lodgement with the Securityholder Booklets, contains Act, in relation to the giving of related For APPF securityholders: A copy of the details of the proposal to merge Aspen party benefits under the Merger, as Explanatory Memorandum (including the Group and APPF, and the approvals that are contemplated by the Stapling Deed Independent Expert’s Report, Investigating required to implement this Merger. Resolution set out in the Notices Accountant’s Report and Taxation Report) For the Merger to proceed, APPF of General Meeting – Aspen Parks and the APPF Securityholder Booklet have securityholders will need to approve the Property Fund. been lodged with, and registered by, ASIC APPF Resolutions (other than the APPML for the APPML Scheme for the purposes of For Aspen Group securityholders: Director Appointment Resolutions) and section 412(6) of the Corporations Act. ASIC This Explanatory Memorandum, together Aspen Group securityholders will need to with the Aspen Group Securityholder has been requested to provide a statement, approve the Aspen Group Resolutions, at in accordance with section 411(17)(b) of the Booklet comprises an explanatory their respective Meetings. This Explanatory Corporations Act, that ASIC has no objection statement and notices of meeting for Memorandum contains important to the APPML Scheme. If ASIC provides that Aspen Group securityholders in relation information to assist you in considering statement in respect of the APPML Scheme to the Aspen Group Resolutions required the Resolutions. it will be produced to the Court at the time to implement the Merger, including: For APPF securityholders: The of the APPML Second Court Hearing. • an explanatory statement required by APPF Notices of Meeting are set out as section 412(1) of the Corporations Act For Aspen Group securityholders: A Annexures to the APPF Securityholder in relation to the AGL Scheme; copy of the Explanatory Memorandum Booklet. If you are an APPF securityholder (including the Independent Expert’s Report, and are unable to attend the APPF • an explanatory statement required by Investigating Accountant’s Report and Meetings in person, please complete and section 256C(4) of the Corporations Taxation Report) and the Aspen Group return the APPF Proxy Forms enclosed Act in relation to the Capital Reduction Securityholder Booklet have been lodged with the APPF Securityholder Booklet. Resolution set out in the Notices of with, and registered by, ASIC for the For Aspen Group securityholders: General Meeting – Aspen Group; and AGL Scheme for the purposes of section The Aspen Group Notices of Meeting • an explanatory statement required 412(6) of the Corporations Act. ASIC has are set out as Annexures to the Aspen by section 219 of the Corporations been requested to provide a statement, in Group Securityholder Booklet. If you are Act, in relation to the giving of related accordance with section 411(17)(b) of the an Aspen Group securityholder and are party benefits under the Merger, as Corporations Act, that ASIC has no objection unable to attend the Aspen Group Meetings contemplated by the Stapling Deed to the AGL Scheme. If ASIC provides that in person, please complete and return the Resolution set out in the Notices of statement in respect of the AGL Scheme it Aspen Group Proxy Forms enclosed with General Meeting – Aspen Group. will be produced to the Court at the time of the Aspen Group Securityholder Booklet. the AGL Second Court Hearing.

Listing of APPF on the ASX

Important Notice associated with Court Order under subsection 411(1) of Corporations Act

Not investment advice

If the Merger is implemented, the APPF Entities will become stapled to the Aspen Group Entities and the APPF Entities will be admitted to the Official List of ASX. APPML and AFML (as responsible entity of APPT) will apply for quotation on ASX of, respectively, the new APPML shares and new APPT units issued as part of the Merger (as components of the Merged Group Securities) within 7 days of the date of this Explanatory Memorandum. The fact that the ASX may agree to have APPML shares and APPT units quoted (as components of the Merged Group Securities) is not to be taken in any way as an indication of the merits of the Merged Group or any of its constituent entities.

If the Merger is implemented, the APPF The information provided in the Disclosure Entities will become stapled to the Aspen Documents does not constitute investment Group Entities and the APPF Entities will or financial product advice and has been be admitted to the Official List of ASX. prepared without taking into account your APPML and AFML (as responsible entity particular investment objectives, financial of APPT) will apply for quotation on ASX situation, tax position and individual needs. of, respectively, the new APPML shares It is important that you read the relevant and new APPT units issued as part of the Disclosure Documents carefully and in Merger (as components of the Merged their entirety before making any investment Group Securities) within 7 days of the decision and before deciding how to date of this Explanatory Memorandum. vote on the Resolutions. You should The fact that the ASX may agree to have carefully consider whether that decision APPML shares and APPT units quoted is appropriate in light of your particular (as components of the Merged Group investment objectives, financial situation, Securities) is not to be taken in any way as tax position and individual needs and an indication of the merits of the Merged consult your financial, investment, taxation Group or any of its constituent entities. or other professional adviser. If APPML shares and APPT units are not Some of the risk factors that you should admitted to quotation (as components consider before making any investment of the Merged Group Securities) within decision and before deciding how to vote 3 months of the date of this Explanatory on relevant Resolutions are outlined in Memorandum, the Merger will not proceed. Section 9. There may be risk factors in addition to these that should be considered

The fact that under subsection 411(1) of the Group Entities and the APPF Entities will or financial product advice and has been Corporations Act the Court has ordered that be admitted to the Official List of ASX. prepared without taking into account your meetings be convened and has approved APPML and AFML (as responsible entity particular investment objectives, financial this Explanatory Memorandum and the of APPT) will apply for quotation on ASX situation, tax position and individual needs. APPF Securityholder Booklet or the Aspen of, respectively, the new APPML shares It is important that you read the relevant Group Securityholder Booklet (as relevant) and new APPT units issued as part of the Disclosure Documents carefully and in does not mean that the Court: Merger (as components of the Merged their entirety before making any investment a. has formed any view as to the merits of Group Securities) within 7 days of the decision and before deciding how to the proposed schemes or how members date of this Explanatory Memorandum. vote on the Resolutions. You should should vote (on this matter members must The fact that the ASX may agree to have carefully consider whether that decision reach their own decision); or APPML shares and APPT units quoted is appropriate in light of your particular b. has prepared, or is responsible for the (as components of the Merged Group investment objectives, financial situation, content of, this Explanatory Memorandum, Securities) is not to be taken in any way as tax position and individual needs and the APPF Securityholder Booklet or the an indication of the merits of the Merged consult your financial, investment, taxation Aspen Group Securityholder Booklet Group or any of its constituent entities. or other professional adviser. (as relevant). If APPML shares and APPT units are not Some of the risk factors that you should The above important notice applies equally admitted to quotation (as components consider before making any investment in relation to the giving of judicial advice of the Merged Group Securities) within decision and before deciding how to vote by the Court in respect of the APT Trust 3 months of the date of this Explanatory on relevant Resolutions are outlined in Scheme and the APPT Trust Scheme. Memorandum, the Merger will not proceed. Section 9. There may be risk factors in addition to these that should be considered Responsibility statement Notice of Second Court Hearing in light of your individual circumstances. Except as outlined below, APPF takes For APPF securityholders: At the Second In assessing any historical information full responsibility for the information in Court Hearing, the Court will consider relation to APPF set out in the Disclosure about any of the Merger Entities, you whether to approve the APPML Scheme should be aware that past performance Documents and Aspen Group takes full following the vote at the APPML Scheme is no indication of future performance. responsibility for the information in relation Meeting and whether to grant judicial advice to Aspen Group set out in the Disclosure in respect of the APPT Trust Scheme. Statements or representations Documents. Each of APPF and Aspen Any APPF securityholder may appear at Group takes full responsibility for the No person is authorised to give any the Second Court Hearing, expected to information in relation to the Merged Group information or make any representation be held at 9.30am (Sydney time) on Friday, set out in the Disclosure Documents. in connection with the Merger described 4 December 2015 at the Supreme Court of in the Disclosure Documents, which is not New South Wales, 184 Phillip Street, Sydney. KPMG Corporate Finance has prepared contained in the Disclosure Documents. the Independent Expert’s Report (as set Any information or representation not Any APPF securityholder who wishes to out in Annexure A to this Explanatory contained in the Disclosure Documents oppose the approval of the APPML Scheme Memorandum) and takes responsibility may not be relied on as having been or the granting of the judicial advice in for that report. None of APPF, Aspen authorised by APPF or Aspen Group in respect of the APPT Trust Scheme at the Group, nor any of their respective connection with the Merger. Second Court Hearing may do so by filing subsidiaries, directors, officers, employees with the Court and serving on APPML or or advisers assumes any responsibility Forward looking statements APPT RE a notice of appearance in the for the accuracy or completeness of the prescribed form together with any affidavit information contained in the Independent Some of the statements appearing in the Disclosure Documents may be in the nature that the APPF securityholder proposes to Expert’s Report. of forward looking statements. Forward rely on. PricewaterhouseCoopers Securities looking statements or statements of intent For Aspen Group securityholders: Ltd has prepared the Investigating in relation to future events in the Disclosure At the Second Court Hearing, the Court Accountant’s Report (as set out Documents should not be taken to be a will consider whether to approve the in Annexure B to this Explanatory forecast or prediction that those events AGL Scheme following the vote at the Memorandum) and takes responsibility for will occur. Forward looking statements AGL Scheme Meeting and whether to that report. None of APPF, Aspen Group, generally may be identified by the use of grant judicial advice in respect of the nor any of their respective subsidiaries, forward looking words such as “believe”, APT Trust Scheme. directors, officers, employees or advisers “aim”, “expect”, “anticipate”, “intending”, Any Aspen Group securityholder may (other than PricewaterhouseCoopers “foreseeing”, “likely”, “should”, “planned”, appear at the Second Court Hearing, Securities Ltd) assumes any responsibility “may”, “estimate”, “potential”, “forecast”, expected to be held at 9.30am (Sydney for the accuracy or completeness of the or other similar words. time) on Friday, 4 December 2015 at the information contained in the Investigating These forecasts and forward looking Supreme Court of New South Wales, 184 Accountant’s Report. statements are subject to various risk factors Phillip Street, Sydney. King & Wood Mallesons has prepared the that could cause Aspen Group’s, APPF’s Any Aspen Group securityholder who Taxation Report (as set out in Annexure and/or the Merged Group’s actual results to wishes to oppose the approval of the AGL C to this Explanatory Memorandum) differ materially from the results expressed or Scheme or the granting of the judicial advice and takes responsibility for that report. anticipated in these forecasts or statements. in respect of the APT Trust Scheme at the None of APPF, Aspen Group, nor any of These risk factors are set out in Section 9 Second Court Hearing may do so by filing their respective subsidiaries, Directors, of this Explanatory Memorandum. None of with the Court and serving on AGL or APT officers, employees or advisers (other APPF, Aspen Group, the Merged Group, RE a notice of appearance in the prescribed than King & Wood Mallesons) assumes their respective Directors or officers, form together with any affidavit that the any responsibility for the accuracy or or any person named in the Disclosure Aspen Group securityholder proposes completeness of the information contained Documents or involved in the preparation to rely on. in the Taxation Report. of the Disclosure Documents makes any

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

representation or warranty (either express or different from the requirements applicable The rights, remedies, and compensation implied) as to the accuracy or likelihood of in other jurisdictions. arrangements available to New Zealand fulfilment of any forward looking statement, The Disclosure Documents do not in any way investors in Australian securities may differ or any events or results expressed or constitute an offer of securities in any place from the rights, remedies, and compensation implied in any forward looking statement. in which, or to any person to whom, it would arrangements for New Zealand securities. Accordingly, you are cautioned not to place not be lawful to make such an offer. No Both the Australian and New Zealand undue reliance on those statements. action has been taken to register the Merged securities regulators have enforcement Except where required by law, APPF, Aspen Group Securities, AGL shares, APPML responsibilities in relation to this Merger Group, and their respective Directors shares, APT units or APPT units in any proposal. If you need to make a complaint and officers disclaim any obligation or jurisdiction outside of Australia. about this Merger proposal, please undertaking to distribute after the date of this The distribution of the Disclosure Documents contact the Financial Markets Authority, Explanatory Memorandum, any updates or (electronically or otherwise) outside Australia Wellington, New Zealand. The Australian and revisions to any forward looking statements may be restricted by law. If you come into New Zealand regulators will work together to to reflect any change in expectations in possession of any Disclosure Documents settle your complaint. relation thereto or any change in events, (electronically or otherwise), you should The taxation treatment of Australian conditions or circumstances on which any observe any such restrictions and should securities is not the same as for New such statement is based. seek your own advice on such restrictions. Zealand securities. The forward looking statements in the Any failure to comply with such restrictions If you are uncertain about whether this Disclosure Documents reflect views held only may convene applicable securities laws. investment is appropriate for you, you should at the date of this Explanatory Memorandum. The Disclosure Documents do not constitute seek the advice of an appropriately qualified an offer to any person in the US, any financial adviser. Past performance informationThe Disclosure Documents contain US person (as such term is defined in Regulation S under the U.S. Securities Act The currency for the securities is Australian dollars and not New Zealand dollars. The information relating to the past performance of 1933) (U.S. Securities Act) (U.S. Person) value of the securities in New Zealand dollars of Aspen Group and APPF. Past or any person acting for the account or will go up or down according to changes performance information may not be a benefit of a U.S. Person. Securities may not in the exchange rate between Australian reliable indicator of the performance of be offered or sold in the US or to, or for the dollars and New Zealand dollars. These Aspen Group, APPF or the Merged Group account or benefit of, U.S. Persons unless changes may be significant. If you expect the going forward. they are registered under the U.S. Securities securities to pay any amounts in a currency Act or exempt from registration. that is not New Zealand dollars you may Up to date information Only Securityholders with a registered incur significant fees in having the funds APPF and/or Aspen Group (as relevant) address in Australia or New Zealand on the credited to a bank account in New Zealand will issue or procure the issue of a Record Date are eligible to participate in the in New Zealand dollars. supplementary document to this Explanatory Memorandum and/or the relevant Merger, and the Disclosure Documents are If the securities are able to be traded Securityholder Booklet (as relevant) if APPF addressed only to them. on a securities market and you wish to and/or Aspen Group (as relevant) become Ineligible Foreign Securityholders will have trade the securities through that market, aware of any of the following between the the Merged Group Securities to which they you will have to make arrangements for date of this Explanatory Memorandum and would otherwise be entitled sold in the Sale a participant in that market to sell the the Implementation Date: Facility. The price received in the Sale Facility securities on your behalf. If the securities will be the Sale Facility Price, and the Sale market does not operate in New Zealand, • a material statement in a Disclosure Facility Price will vary with the market price of the way in which the market operates, the Document is misleading or deceptive; Merged Group Securities. For further details regulation of participants in that market, • a material omission from a Disclosure on Ineligible Foreign Securityholders and the and the information available to you about Document; or Sale Facility see Section 10.10. the securities and trading may differ from • a new circumstance has arisen which the securities markets that operate in would have been required to be included Warning for New Zealand investors New Zealand. in a Disclosure Document if known at the The warning statement below is required The dispute resolution process described date of this Explanatory Memorandum. under the Securities (Mutual Recognition of in this Explanatory Memorandum is only However, if the change will not be Securities Offerings – Australia) Regulations available in Australia and is not available in materially adverse, a supplementary 2008 (New Zealand). New Zealand. document may not be issued. Updated This Merger proposal made to New Zealand The invitation to approve the stapling of information that is not materially adverse investors is a regulated offer made under securities to form the Merged Group is a may change from time to time, and will Australian and New Zealand law. In Australia, variation to your existing securities and be made available to you on APPF and/or this is the Corporations Act 2001 and is therefore an offer under New Zealand Aspen Group’s website (as relevant) at Regulations. In New Zealand, this is Part 5 securities law (Variation Offer). The Variation Offer). The ). The www.aspenfunds.com.au/funds in relation of the Securities Act 1978 and the Securities Variation Offer is being made to New to APPF and at www.aspengroup.com.au (Mutual Recognition of Securities Offerings – Zealand resident shareholders in reliance in relation to Aspen Group. A paper copy Australia) Regulations 2008. on the Securities Act (Overseas Companies) of any updated information is available The Merger and the contents of the Exemption Notice 2013 (New Zealand). free on request. You can also call the Merger Disclosure Documents are principally This offer document has been prepared Information Line on 1300 365 969 (within governed by Australian rather than in compliance with Australian law and is Australia) or +61 1300 365 969 (outside New Zealand law. not an investment statement, prospectus of Australia) between 8:30am and 5:30pm There are differences in how securities are or product disclosure statement under (Sydney time) Monday to Friday. New Zealand law and has not been

The invitation to approve the stapling of securities to form the Merged Group is a variation to your existing securities and is therefore an offer under New Zealand securities law (Variation Offer). The Variation Offer). The ). The Variation Offer is being made to New Zealand resident shareholders in reliance on the Securities Act (Overseas Companies) Exemption Notice 2013 (New Zealand). This offer document has been prepared in compliance with Australian law and is not an investment statement, prospectus or product disclosure statement under New Zealand law and has not been registered, filed with, or approved by any New Zealand regulatory authority or under or in accordance with the New Zealand Securities Act 1978, New Zealand Financial Markets Conduct Act 2013 or any other relevant law in New Zealand. It

There are differences in how securities are regulated under Australian law. In the main, these are set out in the Corporations Act and Regulations (Australia). For example, the disclosure of fees for collective investment schemes is different under the Australian regime.

Foreign jurisdictions

The Merger relates to the securities of Australian entities. The Disclosure Documents comply with the disclosure requirements of Australia, which may be

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may not contain all the information that Personal information of the type described an investment statement, prospectus above may be disclosed to APPF if you or product disclosure statement under are an Aspen Group securityholder but New Zealand law is required to contain. not an APPF securityholder, or to Aspen It is a term of this Variation Offer that the Group if you are an APPF securityholder offer of securities to the public in New but not an Aspen Group securityholder. Zealand is made in compliance with the It may also be disclosed to Link Market laws of Australia and any code, rules and Services Limited, third party service requirements relating to the offer that apply providers (including print and mail service in Australia. providers and parties otherwise involved in the conduct of the APPF Meetings and Implied value the Aspen Group Meetings), authorised APPF securityholders have the option to securities brokers, professional advisers, elect to receive Merger Consideration in the related bodies corporate of APPF or Aspen form of cash or Merged Group Securities. Group, regulatory authorities, and also where disclosure is otherwise required or allowed To the extent that APPF securityholders by law. retain Merger Consideration in the form of Merged Group Securities, any reference APPF securityholders and Aspen Group to the implied value of the Merger securityholders who are individuals have Consideration is not fixed. In this case, the certain rights to access the personal implied value of the Merger Consideration will information collected in relation to them. vary with the market price of Merged Group If you would like to obtain details of Securities, which in turn may be impacted information about you held by APPF or by the take-up of the Cash Option by APPF Aspen Group, or complain about a breach securityholders, amongst other factors. of privacy in how APPF or Aspen Group handle your personal information, please This also applies to Ineligible Foreign see, respectively, APPF’s Privacy Policy at Securityholders who will have the Merged http://www.aspenfunds.com.au/privacy Group Securities to which they would have otherwise been entitled sold in the Sale or Aspen Group’s Privacy Policy at http:// www.aspengroup.com.au/privacy_policy/ Facility. The price received in the Sale Facility for details. APPF securityholders and Aspen will be the Sale Facility Price, and the Sale Group securityholders who appoint an Facility Price will vary with the market price individual as their proxy or duly appointed of Merged Group Securities. corporate representative to vote at their respective Meetings should ensure that Currency they inform such an individual of the matters All references in the Disclosure Documents outlined above. to money or financial amounts are to amounts in Australian currency, unless Additional information otherwise indicated. If, after reading the Disclosure Documents, you have any questions regarding the Diagrams Merger, you can call the Merger Information Diagrams used in the Disclosure Documents Line on 1300 365 969 (within Australia) or are illustrative only and may not be drawn +61 1300 365 969 (outside of Australia) to scale. between 8:30am and 5:30pm (Sydney time) Monday to Friday. Privacy and personal information APPF and Aspen Group and their respective Time share registries may collect personal Unless stated otherwise, references to time information in the process of implementing are to Sydney time. the Merger and administering the securityholdings arising from the Merger. The Defined Terms type of information that it may collect about you includes your name, contact details and Capitalised terms are defined in the information on your securityholding in APPF Glossary in section 13 of this Explanatory or Aspen Group and the names of persons Memorandum. appointed by you to act as a proxy or duly appointed corporate representative. Date The collection of some of this information is This Explanatory Memorandum is dated [XX] October 2015. required or authorised by the Corporations Act. The primary purpose of the collection of personal information is to assist APPF and Aspen Group to conduct the securityholder meetings and other administrative tasks required to approve the Merger and administer your securityholder thereafter if the Merger is approved. Without this information, APPF and Aspen Group may not be able to register your securityholding following the Merger, if approved.

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

Actions Required

of Aspen Group Securityholders and APPF Securityholders

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Aspen Group
Proposal for the merger Securityholder Booklet
of Aspen Group and Aspen Parks Property Fund Proposal for a merger with Aspen Parks Property Fund
Vote in Favour Vote in Favour
vote in favour of the Resolutions to approve the Merger, in the absence of a superior proposal.Your directors unanimously recommend that you Your directors unanimously recommend that you vote in favour of the Aspen Group Resolutions to approve the Merger, in the absence of a superior proposal.
The Independent Expert has concluded that the Merger is fair and reasonable and in the best interests of Aspen Group securityholders and Aspen Parks Property Fund securityholders. The Independent Expert has concluded that the Merger is fair and reasonable and in the best interests of Aspen Group securityholders.
You should read this Explanatory Memorandum and the accompanying Securityholder Booklet in full before deciding whether or not to vote in favour of the Resolutions to approve the Merger and, if necessary, consult your investment, financial, taxation or other professional adviser.You can call the Merger Information Line on 1300 365 969 (within Australia) or +61 1300 365 969 (outside of Australia) between 8:30am and 5:30pm This is an important document and requires your immediate attention. (Sydney time) Monday to Friday if you have any questions.Aspen Parks Property Management LimitedAspen Funds Management LimitedAspen Parks Property Trust Aspen Group Limited Aspen Funds Management LimitedAspen Property Trust (ARSN 104 807 767)(ABN 50 004 160 927)(ARSN 108 328 669) (ABN 48 104 322 278) (AFSL No. 227933) as responsible entity of the (ABN 48 104 322 278) (AFSL No. 227933) as responsible entity of the (ABN 91 096 790 331) Your vote is importantIt is important that you vote on the resolutions to approve the Merger. If you are unable to attend the meetings of Aspen Group members in person you should complete and return the proxy forms which accompany this Securityholder Booklet.This document should be read in conjunction with the accompanying Explanatory MemorandumThis is an important document and requires your immediate attention. It should be read in conjunction with the accompanying Explanatory Memorandum. If you are in doubt as to what you should do, you should consult your investment, financial, taxation or other professional adviser.Issued by: Aspen Group LimitedAspen Funds Management LimitedAspen Property Trust (ABN 50 004 160 927) (ARSN 104 807 767) (ABN 48 104 322 278) (AFSL No. 227933) as responsible entity of
Financial adviser Legal adviser Financial adviser Legal adviser
For Aspen Group Securityholders
Step 1: Step 2:
Read the documents in full Vote on the resolutions
The Explanatory Memorandum and Aspen Group It is very important that that you vote on the resolutions
Securityholder Booklet contain details of the Merger to approve the Merger.
and set out the key anticipated benefits and possible
The Independent Expert, KPMG Corporate
disadvantages of the Merger. This information is important.
Finance, has concluded that the Merger is fair and
You should read the Explanatory Memorandum and
reasonable and in the best interests of Aspen Group
Aspen Group Securityholder Booklet carefully and seek
securityholders.
your own independent advice.
The Aspen Group Directors have unanimously
If you have any questions about your Aspen Group
determined that the Merger is fair and reasonable and
securities or any matter contained in these documents,
in the best interests of Aspen Group securityholders
you can call the Merger Information Line on 1300 365 969
and unanimously recommend that you vote in favour of
(within Australia) or +61 1300 365 969 (outside of Australia)
the Merger, in the absence of a superior proposal.
between 8:30am and 5:30pm (Sydney time) Monday
to Friday. If you are unable to attend the meetings of Aspen Group
securityholders in person you should complete and return
the Aspen Group Proxy Forms so as to be received before
9.30am (Sydney time) on Monday, 30 November 2015
in respect of the AGL Scheme Meeting Proxy Form and
before 10.00am (Sydney time) on Monday, 30 November
2015 in respect of the Aspen Group General Meetings
Proxy Form.
Superseded Draft Disclosure Document
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Aspen Parks
Property Fund
Proposal for the merger Securityholder Booklet
of Aspen Group and Aspen Parks Property Fund Proposal for a merger with Aspen Group
Vote in Favour Vote in Favour
Your directors unanimously recommend that you vote in favour of the Resolutions to approve the Merger, in the absence of a superior proposal. Your directors unanimously recommend that you vote in favour of the Aspen Parks Property Fund Resolutions to approve the Merger, in the absence of a superior proposal.
The Independent Expert has concluded that the Merger is fair and reasonable and in the best interests of Aspen Group securityholders and Aspen Parks Property Fund securityholders. Merger is fair and reasonable and in the best interests of Aspen Parks Property Fund securityholders.The Independent Expert has concluded that the
This is an important document and requires your immediate attention. You should read this Explanatory Memorandum and the accompanying Securityholder Booklet in full before deciding whether or not to vote in favour of the Resolutions to approve the Merger and, if necessary, consult your investment, financial, taxation or other professional adviser.You can call the Merger Information Line on 1300 365 969 (within Australia) or +61 1300 365 969 (outside of Australia) between 8:30am and 5:30pm (Sydney time) Monday to Friday if you have any questions.Aspen Parks Property Management LimitedAspen Funds Management LimitedAspen Parks Property Trust Aspen Group Limited Aspen Funds Management LimitedAspen Property Trust (ARSN 104 807 767)(ABN 50 004 160 927)(ARSN 108 328 669) (ABN 48 104 322 278) (AFSL No. 227933) as responsible entity of the (ABN 48 104 322 278) (AFSL No. 227933) as responsible entity of the (ABN 91 096 790 331) It should be read in conjunction with the accompanying Explanatory Memorandum. If you are in doubt as to what you should do, you should consult your investment, financial, taxation or other professional adviser.Aspen Parks Property Trust Your vote is importantIt is important that you vote on the resolutions to approve the Merger. If you are unable to attend the meetings of Aspen Parks Property Fund members in person you should complete and return the proxy forms which accompany this Securityholder Booklet.This document should be read in conjunction with the accompanying Explanatory Memorandum.This is an important document and requires your immediate attention. Issued by: Aspen Parks Property Management LimitedAspen Funds Management Limited(ARSN 108 328 669) (ABN 48 104 322 278) (AFSL No. 227933) as responsible entity of (ABN 91 096 790 331)
Financial adviser Legal adviser
For APPF Securityholders
Step 1: Step 3:
Read the documents in full Decide if you want to retain Merged
The Explanatory Memorandum and APPF Group Securities or receive cash,
Securityholder Booklet contain details of the Merger or receive a combination of both
and set out the key anticipated benefits and possible
APPF securityholders (other than Ineligible Foreign
disadvantages of the Merger. This information is important.
Securityholders – see Section 10.10) may elect to retain
You should read the Explanatory Memorandum and
Merged Group Securities or receive cash as follows:
APPF Securityholder Booklet carefully and seek your
own independent advice. • Securities Option: APPF securityholders will retain 0.386
Merged Group Securities for each APPF security; [1]
If you have any questions about your APPF securities
or any matter contained in these documents, you can • Cash Option: APPF securityholders (other than Aspen
call the Merger Information Line on 1300 365 969 (within Group) may choose to participate in a buy-back facility
Australia) or +61 1300 365 969 (outside of Australia) at $0.52 per APPF security, subject to an overall cap
between 8:30am and 5:30pm (Sydney time) Monday of $35 million, [2] which represents approximately 50%
to Friday. of total merger consideration to APPF securityholders
(other than Aspen Group) and if the cap is reached, sell
the remainder of their Merged Group Securities in the
Step 2: Sale Facility; or
Vote on the resolutions
• A combination of the Securities Option and the
It is very important that that you vote on the resolutions Cash Option.
to approve the Merger.
You may still vote on the Merger even if you elect to choose
The Independent Expert, KPMG Corporate Finance, the Cash Option.
has concluded that the Merger is fair and reasonable
and in the best interests of APPF securityholders. All APPF securityholders on the Record Date whose address
on the APPF Register is outside Australia or New Zealand
The APPF Directors have unanimously determined will have the Merged Group Securities to which they would
that the Merger is fair and reasonable and in the best otherwise be entitled sold in the Sale Facility, with the sale
interests of APPF securityholders and unanimously proceeds remitted in cash.
recommend that you vote in favour of the Merger, in
the absence of a superior proposal. The APPF Directors do not make any recommendation
as to whether APPF securityholders should elect
If you are unable to attend the meetings of APPF to retain Merged Group Securities or receive cash,
securityholders in person you should complete and return or a combination of both.
the APPF Proxy Forms so as to be received before 11.00am
(Sydney time) on Monday, 30 November 2015 in respect You should consult your investment, financial,
of the APPML Scheme Meeting Proxy Form and 11.30am taxation or other professional adviser as soon as
(Sydney time) on Monday, 30 November 2015 in respect of possible to determine whether you should elect to
the APPF General Meetings Proxy Form. retain Merged Group Securities or receive cash,
Superseded Draft Disclosure Document
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You should consult your investment, financial, taxation or other professional adviser as soon as possible to determine whether you should elect to retain Merged Group Securities or receive cash, or a combination of both.

• 1 Represents an implied value of $0.54 per APPF security based on Aspen Group’s 10 day VWAP of $1.41 as at 16 October 2015. The implied value will change with movements in Aspen Group’s security price.

• 2 If demand for the Cash Option exceeds the cap, APPF securityholders will retain some Merged Group securities under a pro rata scale back, however they will have the option of selling these securities via a sale facility.

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

Merger Overview

Starting Structure of Aspen Group and APPF Aspen Group is an ASX listed stapled group APPF is an unlisted stapled group comprising comprising AGL and APT. The responsible APPML and APPT. The responsible entity of entity of APT is AFML. AFML is a wholly APPT is AFML. APPF securities each owned subsidiary of AGL. Aspen Group comprise one APPML share and one APPT securities trade as stapled securities, each unit. Aspen Group owns approximately comprising one AGL share and one APT unit. 42% of Aspen Parks Property Fund. Aspen Parks securityholders Aspen Group securityholders (other than Aspen Group entities) 100% 58% A ~~PT~~ AGL APP ~~ML APP~~ T 42% RE AFML RE

The Merger Aspen Group will merge with APPF by stapling the Aspen Group Special Distribution, being a distribution Aspen Group securities and APPF securities. The Merged for the period from 1 July 2015 to the Record Date. Group Securities will each comprise one AGL share, APPF securityholders will receive 0.386 Merged Group one APT unit, one APPML share and one APPT unit. The Securities for each APPF security they hold on the Merged Group will be listed on ASX and Merged Group Record Date and can participate in Cash Option. Securities will be quoted and traded on ASX. APPF securityholders will be entitled to, the November Aspen Group securityholders will receive one Merged 2015 distribution, plus the APPF Special Distribution, Group Security for each Aspen Group security they hold being a distribution for the period from 1 December 2015 on the Record Date (expected to be 10 December 2015). to the Record Date. The Aspen Group Securityholders will also receive the Merged Group securityholders* A ~~PT AGL APPML APP~~ T RE AFML RE * Former Aspen Group securityholders and APPF securityholders (other than Aspen Group, APPF securityholders who sell all their Merged Group Securities under the Cash Option and Ineligible Foreign Securityholders).

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Aspen Group and Aspen Parks Property Fund
Explanatory Memorandum
Key dates
Event Indicative Date
Latest time and date to lodge APPF Election Form 5.00pm, 25 November 2015
ASX Announcement of Election results and whether the buy-back cap of $35 million 26 November 2015
under the Cash Option has been exceeded and proportional scale back applies
Latest time and date to lodge AGL Scheme Meeting Proxy Form 9.30am, 30 November 2015
Latest time and date to lodge Aspen Group General Meetings Proxy Form 10.00am, 30 November 2015
Latest time and date to lodge APPML Scheme Meeting Proxy Form 11.00am, 30 November 2015
Latest time and date to APPF General Meetings Proxy Form 11.30am, 30 November 2015
Record date for the APPF distribution for the month ending 30 November 2015 30 November 2015
APPF Meetings and Aspen Group Meetings 2 December 2015
Second Court Hearing (for approval of the Merger by the Court) 4 December 2015
Effective Date 7 December 2015
Last day to transfer existing APPF securities
Last day of trading in existing Aspen Group securities
Commence trading in Merged Group Securities on a deferred settlement basis 8 December 2015
(ASX code: APZDC)
Record Date for Merger (including Aspen Group Special Distribution and 7.00pm, 10 December 2015
APPF Special Distribution)
Implementation Date 15 December 2015
Trading in Merged Group Securities on a normal settlement basis commences 16 December 2015
(ASX code: APZ)
Payment of cash proceeds to APPF securityholders under the Cash Option 18 December 2015
Last date for Sale Nominee to sell Merged Group Securities under the Sale Facility 31 December 2015
Payment of APPF Distribution for month ended 30 November 2015 and 31 December 2015
APPF Special Distribution
Last date to pay the proceeds from the Sale Facility 15 January 2016
Payment of Aspen Group Special Distribution for the period commencing 1 July 2015 25 February 2016
and ending on the Record Date (inclusive of both dates)
All times and dates are indicative only and may change without notice because of reasons outside the control of the Merger
Entities. APPF and Aspen Group reserve the right to amend any or all of these dates and times subject to the Corporations Act
and other applicable laws.
The Implementation Date may be deferred if all of the conditions precedent to the Merger have not been satisfied by
4 December 2015, being the date of the Second Court Hearing.
Any changes to the above timetable will be announced to the ASX and notified to the APPF and Aspen Group securityholders
on the APPF website at www.aspenfunds.com.au/funds and on the Aspen Group website at www.aspengroup.com.au.
Superseded Draft Disclosure Document
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||||
|---|---|---|
|Contents|
|Page|
|1|Answers to Key Questions|10|
|2|Details of the Merger|24|
|3|Merger Rationale for APPF Securityholders|32|
|4|Merger Rationale for Aspen Group Securityholders|36|
|5|Profile of Aspen Group and APPF|39|
|6|Profile of Proposed Merged Group|48|
|7|Portfolio Overview of the Merged Group|58|
|8|Financial Information|68|
|9|Risk Factors|90|
|10|Merger Implementation|95|
|11|Meeting details|103|
|12|Additional Information|111|
|13|Glossary|120|
|Annexure A|Independent Expert’s Report|126|
|Annexure B|Investigating Accountant’s Report|215|
|Annexure C|Taxation Report|220|
|Annexure D|Fees and Other Costs|228|
|Annexure E|Share Schemes|231|
|Annexure F|Deed Polls|251|
|Annexure G|APPF and Aspen Group Announcements|267|
|Annexure H|Historical Financial Information|268|
|Corporate Directory|274|
|Page|9|

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Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

1. Answers to key questions

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1.1 General Information
Where to
find more
Question Answer information
Details of the Merger
–
Why have I received This Explanatory Memorandum has been sent to you because you are
this Explanatory a Securityholder and you are being asked to vote on the Merger. This
Memorandum? Explanatory Memorandum is intended to help you decide how to vote
on the Resolutions.
You should carefully read this Explanatory Memorandum, the APPF
Securityholder Booklet (if you are an APPF securityholder), or the Aspen
Group Securityholder Booklet (if you are an Aspen Group securityholder)
and, if necessary, consult your financial, investment, taxation or other
professional adviser before voting on the Resolutions.
What is the Merger? The Merger is the combination of APPF and Aspen Group to create the 2.3, 2.4, and
Merged Group, which will be a leading owner, manager, and developer of 6.1
value for money accommodation. If the Merger proceeds, APPF and Aspen
Group will operate as a combined group, APPF securities will be stapled to
Aspen Group securities and the Merged Group will be listed on the ASX.
Stapling involves the creation of a common investor base in APPF and
Aspen Group. After the stapling, APPF securities and Aspen Group
securities will be traded together on the ASX as Merged Group Securities,
each consisting of one APPML share, one AGL share, one APPT unit and
one APT unit.
What will I receive if APPF securityholders will receive Merged Group Securities in exchange for their 2.2 and 2.5
the Merger proceeds? APPF securities and, depending on their election, ultimately:
• retain Merged Group Securities; or
• receive cash by participating in a buy-back of Merged Group Securities from
APPF securityholders and, if demand under the buy-back exceeds a cap of
$35 million, a subsequent Sale Facility; or
• receive cash for some of their allocation of Merged Group Securities and
retain some of their Merged Group Securities.
Aspen Group securityholders will receive Merged Group Securities in exchange
for their Aspen Group securities.
A Merged Group Security will be a stapled security in the Merged Group,
comprising one APPML share, one AGL share, one APPT unit and one APT unit.
Superseded Draft Disclosure Document For details of what you will receive if the Merger proceeds, APPF securityholders
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(Information for APPF securityholders). Aspen Group securityholders should read “What will I receive if the Merger proceeds?” in Section 1.3 (Information for Aspen Group securityholders). Page 10

Page 10

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Question Answer Where to fnd more information	Question Answer Where to fnd more information	Question Answer Where to fnd more information
Will I be able to sell any Merged Group Securities I receive? Merged Group Securities are expected to commence trading on the ASX on a deferred settlement basis after the Merger becomes Effective. Currently, deferred settlement trading is expected to commence on 8 December 2015. Once holding statements for Merged Group Securities have been issued (which must occur no later than 5 Business Days after the Implementation Date), trading in Merged Group Securities on the ASX will commence on a normal settlement basis. This is expected to occur on 16 December 2015. Section 9.2.7 outlines the possible risks associated with trading during the deferred settlement period. Key Dates, 2.4, 12.4 What is the rationale for the Merger? The Merger will create a leading owner, manager, and developer of value for money accommodation. For APPF, the Merger provides securityholders the option of liquidity at a premium to NAV, with the option to elect to receive Merger Consideration in the form of cash or Merged Group Securities traded on the ASX. APPF securityholders who retain Merged Group Securities will beneft from having the fexibility to add to or reduce their holdings via the ASX trading in Merged Group Securities, a forecast 16% increase in distributions,3a potential 8% accretion on an earnings per security basis,4a more appropriate capital structure, improved access to capital markets, and exposure to an investment strategy that is consistent with the current strategy of APPF. For Aspen Group securityholders the Merger provides increased exposure to a quality portfolio of assets, signifcant operating synergies, a forecast 28% increase in distributions5, a more appropriate capital structure and improved access to capital markets. The detailed Merger rationale for APPF securityholders is set out in Section 3 and for Aspen Group securityholders is set out in Section 4. Alternatives to the Merger that were considered for APPF securityholders are set out under the heading “Were any alternatives to the Merger considered for APPF securityholders?” in Section 1.2 (Information for APPF securityholders). The costs and synergies associated with the Merger have been considered and factored into the fnancial analysis set out in Section 8. 3.1 and 4.1 What are the potential risks associated with the Merger? Potential risks associated with the Merger include: • the cost savings forecast of approximately $1.7 million per annum upon full implementation for the Merged Group may not be realised; • the exact value of the Merger Consideration is uncertain. The Independent Expert believes the fair value of a Merged Group Security to be in the range of $1.30 to $1.40. This implies a consideration received in the range of $0.50 to $0.54 per APPF security, which is a value range premium between 9% and 17% to the APPF NAV per security. Further detail provided in Section 11.4 of the Independent Expert Report; • there is no guarantee that Merged Group Securities will trade at any particular price after the implementation of the Merger; • the Merger may not proceed if certain conditions precedent are not satisfed; • there is a risk that the Court may not approve the Merger or that the approval of the Court is delayed; • there may be tax consequences for Aspen Group securityholders and APPF securityholders – Aspen Group securityholders and APPF securityholders should seek their own professional advice regarding individual tax 9.2 Superseded Draft Disclosure Document
	consequences of the Merger; and
	• there may be adverse consequences for Aspen Group securityholders and
	APPF securityholders who trade Merged Group Securities on a deferred
	settlement basis without knowing the number of Merged Group Securities
	they will retain.
3 This forecast increase in distributions, from 4.0 cents to 4.6 cents (being the Merged Group distribution of 12.0 cents multiplied by the Merger ratio of 0.386),
is uncertain and dependent on a variety factors, including, but not limited to, operating and cost synergies being realised.

4 Depending on the quantum of take up by APPF securityholders of the Cash Option.

5 Current Aspen Group FY16 distribution guidance of 9.4 cents per security compared to the Merged Group distribution guidance of 12.0 cents per security.

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

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Question Answer Where to fnd more information	Question Answer Where to fnd more information	Question Answer Where to fnd more information
What will the Merged Group look like? The Merged Group will be a leading owner, manager and developer of value for money accommodation properties. The combined portfolio of 26 accommodation properties comprising over 5,000 sites, valued at $250 million,6will make the Merged Group one of the largest accommodation park operators in Australia. The Merged Group will employ over 400 people, be headquartered in Sydney, and will be listed on the ASX under the code APZ. The Merged Group will comprise four entities, being the APPF Entities and Aspen Group Entities, in a stapled structure. The Merger Entities will operate as a single coordinated economic group. It is expected this will reduce administrative complexities and overheads arising from maintaining the current two separate listed and unlisted stapled entities. On a standalone basis: • APPF has a portfolio of 21 accommodation properties, comprising approximately 4,673 sites, valued at $189 million; • It employs approximately 370 people; and • Aspen Group has a portfolio of fve accommodation properties, comprising approximately 672 sites, valued at $61million. It employs approximately 51 people. 2.4, 6 and 7 What will the Merged Group’s strategic priorities be? The Merged Group’s strategic priorities will be: • optimising operational returns from existing assets, both on revenue generation and cost discipline; • undertaking manufactured housing development, and so growing the high quality annuity residential rental stream; and • assessing potential acquisitions of accommodation properties. 6.3 How was the Merger Consideration determined? In May 2015, Aspen Group submitted a confdential, incomplete and non-binding expression of interest to APPF to combine the two groups by way of Merger. The fnal Merger Ratio followed negotiations between Aspen Group and APPF and their respective fnancial advisers, having regard to the relative value and growth contributions of each entity and the sharing of benefts derived from the Merger. 2.1, Annexure A How will the Merger be funded? The Merger will be funded by way of drawing debt from unused debt facilities within the Merged Group. The unused debt facilities principally pertain to capacity within Aspen Group’s existing debt facilities. The increase in interest bearing liabilities and LVR will depend on the quantum of take up by APPF securityholders of the Cash Option, with a maximum take up of $35.0 million. The Merged Group’s interest bearing liabilities is forecast to increase to between $87.2 million and $122.0 million (from a combined $80.3 million, of which $73.6 million pertains to APPF, and $6.7 million pertains to Aspen Group) LVR will increase to between 31.6% and 44.3%. APPF’s LVR immediately prior to the Merger is 39.3%, and Aspen Group’s LVR is nil. What are the gearing levels before and after the transaction? Prior to the Merger, based on the pro forma Statement of gearing for APPF is 37.4%, and gearing for Aspen Group is 25.9%. As a result of the Merger, gearing will increase to between 27.4% and 39.2%, depending on the quantum of take up by APPF securityholders of the Superseded Draft Disclosure Document
	Cash Option.
What has the	The Independent Expert has considered the Merger and concluded that it is:	Annexure A
Independent Expert said?	• fair and reasonable and in the best interests of APPF securityholders; and • fair and reasonable and in the best interests of Aspen Group securityholders.

6 Portfolio as of date of EM lodgement includes settlement of Adelaide Caravan Park, which occurred on 21 October 2015.

Page 12

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	Question Answer Where to fnd more information
Su	What are the tax implications of the Merger? A Taxation Report on the general Australian taxation impacts of the Merger on APPF securityholders and Aspen Group securityholders is set out in Annexure C. The Merger gives rise to a capital gains tax (CGT) event for both groups of securityholders. The details of taxation impacts are outlined in Annexure C. APPF distributions and the Aspen Group Special Distribution received prior to the Merger will be subject to taxation in the ordinary course. APPF securityholders and Aspen Group securityholders should seek their own taxation advice in relation to the Merger. Annexure C ument
	What are the conditions precedent to the Merger? On 14 September 2015, AGL, APPML and AFML (in its capacities as responsible entity of APT and APPT) entered into the Merger Implementation Deed which contains various conditions precedent of the Merger. These include: • ASIC and ASX issue or provide all consents, waivers and approvals necessary to implement the Merger; • all other necessary regulatory approvals are obtained; • all third party approvals necessary or desirable to implement the Merger are obtained; • the ASX admits APPML shares and APT units to quotation; • the Court convenes the Scheme Meetings; • APPF securityholders approve the APPF Resolutions (other than the APPML Director Appointment Resolutions) and the APPML Scheme Resolutions and the Aspen Group securityholders pass the Aspen Group Resolutions and the AGL Scheme Resolutions by the requisite majorities at the Meetings required to implement the Merger; • the Court approves the Schemes and provides judicial advice; • no temporary restraining order, preliminary or permanent injunction or other order issued by a court or other legal restraint or prohibition preventing the Merger is in effect at 8:00am on the date of the Second Court Hearings; and • no material adverse change in respect of the business, operations, fnancial condition or ability of APPF or Aspen Group to perform their respective obligations under the Merger Implementation Deed has occurred on or before 8.00am on the date of the Second Court Hearings. The APPF Board has the capacity to terminate the Merger if APPF receives an alternative proposal that the APPF Board determines is superior to the Merger. The Aspen Group Board has the capacity to terminate the Merger if Aspen Group receives an alternative proposal that the Aspen Group Board determines is superior to the Merger. 2.8, 10 eded Draft Disclosure Doc
	What are the risks associated with an investment in the Merged Group? The Merged Group will be subject to a range of risks that may adversely affect the future operating or fnancial performance, prospects, investment returns or value of Merged Group Securities. Many of the risks are similar to those currently faced by Aspen Group and APPF and include: • tenant default and occupancy risk; • competition from other industry participants; • property valuation risk; • asset acquisition risk; • capital expenditure risk; • property illiquidity risk; and • environmental risk. Further discussion of these risks and other risks is set out in Section 9. 9.3, 9.4 pers

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

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Who will the directors of the Merged Group be? If the Merger is implemented, the directors of the Merged Group will be the current Aspen Group Directors, being: • Mr Frank Zipfnger – Chairman; • Mr Clem Salwin – Managing Director and Chief Executive Offcer; • Mr Clive Appleton – Non-Executive Director; • Mr John Carter – Non-Executive Director; and • Mr Guy Farrands – Non-Executive Director. 6.7.3 Who will be Merged Group’s senior management team? If the Merger is implemented, the senior management of the Merged Group will be the current Aspen Group senior management, being: • Mr Clem Salwin – Managing Director and Chief Executive Offcer; • Mr Adam Marrs Ekamper – Chief Financial Offcer; • Mr Brett Summers – Head of Asset Management; • Ms Marie Barter – Head of Operations; • Mrs Jeannine Rheinberger – National Sales and Marketing Manager; • Mrs Catherine McMahon – Head of Human Resources; and • Ms Mandy Chiang – Company Secretary. 6.8 How have the APPF Board and the Aspen Group Board managed conficts of interest? The APPF Directors are required by law to act in the best interests of APPF securityholders. The Aspen Group Directors are required by law to act in the best interests of Aspen Group securityholders. The Merger involves a balancing of the relative interests of each set of securityholders. A potential for confict arises in this case because of a number of connections between APPF and Aspen Group. These include: • AFML, being the manager and responsible entity of APPF, is a wholly-owned subsidiary of AGL; and • the boards of directors of AGL and AFML are comprised of the same people and two of the three directors of APPML are also directors of both AGL and AFML. The potential for confict has been carefully considered by the directors in assessing the Merger. The directors have taken a number of steps to address the potential confict as follows: • a separate Board Committee was established to represent the interests of APPF securityholders in assessing the commercial terms of the Merger, and the merits of alternative proposals. The APPF BC comprised Mr Hugh Martin (a non- executive director of APPF and Aspen Group, during the period he was a member of the APPF Board), Mr Clive Appleton (a non-executive director of APPF and an independent non-executive director of Aspen Group) and Mr Reg Gillard (an independent non-executive director of APPF). Details of the Aspen Group Directors and the APPF Directors are set out in Sections 5.1.10 and 5.2.10 respectively of this Explanatory Memorandum. The role of the APPF BC is to consider any potential confict matters from the perspective of APPF securityholders and to communicate and negotiate with Aspen Group in respect of those matters; • the non-executive Aspen Group Directors not on the APPF BC separately considered the Merger from the perspective of Aspen Group securityholders; • the APPF BC and the remaining Aspen Group Directors each appointed separate legal and fnancial advisers to advise on confict matters; and • the directors commissioned the Independent Expert to determine independently whether the Merger is fair and reasonable and in the best interests of each set of securityholders. The Independent Expert has concluded that the Merger is: – fair and reasonable and in the best interests of APPF securityholders; and – fair and reasonable and in the best interests of Aspen Group securityholders. 3.3, 5.1.10, 5.2.10 Superseded Draft Disclosure Document	Who will the directors of the Merged Group be? If the Merger is implemented, the directors of the Merged Group will be the current Aspen Group Directors, being: • Mr Frank Zipfnger – Chairman; • Mr Clem Salwin – Managing Director and Chief Executive Offcer; • Mr Clive Appleton – Non-Executive Director; • Mr John Carter – Non-Executive Director; and • Mr Guy Farrands – Non-Executive Director. 6.7.3 Who will be Merged Group’s senior management team? If the Merger is implemented, the senior management of the Merged Group will be the current Aspen Group senior management, being: • Mr Clem Salwin – Managing Director and Chief Executive Offcer; • Mr Adam Marrs Ekamper – Chief Financial Offcer; • Mr Brett Summers – Head of Asset Management; • Ms Marie Barter – Head of Operations; • Mrs Jeannine Rheinberger – National Sales and Marketing Manager; • Mrs Catherine McMahon – Head of Human Resources; and • Ms Mandy Chiang – Company Secretary. 6.8 How have the APPF Board and the Aspen Group Board managed conficts of interest? The APPF Directors are required by law to act in the best interests of APPF securityholders. The Aspen Group Directors are required by law to act in the best interests of Aspen Group securityholders. The Merger involves a balancing of the relative interests of each set of securityholders. A potential for confict arises in this case because of a number of connections between APPF and Aspen Group. These include: • AFML, being the manager and responsible entity of APPF, is a wholly-owned subsidiary of AGL; and • the boards of directors of AGL and AFML are comprised of the same people and two of the three directors of APPML are also directors of both AGL and AFML. The potential for confict has been carefully considered by the directors in assessing the Merger. The directors have taken a number of steps to address the potential confict as follows: • a separate Board Committee was established to represent the interests of APPF securityholders in assessing the commercial terms of the Merger, and the merits of alternative proposals. The APPF BC comprised Mr Hugh Martin (a non- executive director of APPF and Aspen Group, during the period he was a member of the APPF Board), Mr Clive Appleton (a non-executive director of APPF and an independent non-executive director of Aspen Group) and Mr Reg Gillard (an independent non-executive director of APPF). Details of the Aspen Group Directors and the APPF Directors are set out in Sections 5.1.10 and 5.2.10 respectively of this Explanatory Memorandum. The role of the APPF BC is to consider any potential confict matters from the perspective of APPF securityholders and to communicate and negotiate with Aspen Group in respect of those matters; • the non-executive Aspen Group Directors not on the APPF BC separately considered the Merger from the perspective of Aspen Group securityholders; • the APPF BC and the remaining Aspen Group Directors each appointed separate legal and fnancial advisers to advise on confict matters; and • the directors commissioned the Independent Expert to determine independently whether the Merger is fair and reasonable and in the best interests of each set of securityholders. The Independent Expert has concluded that the Merger is: – fair and reasonable and in the best interests of APPF securityholders; and – fair and reasonable and in the best interests of Aspen Group securityholders. 3.3, 5.1.10, 5.2.10 Superseded Draft Disclosure Document	Who will the directors of the Merged Group be? If the Merger is implemented, the directors of the Merged Group will be the current Aspen Group Directors, being: • Mr Frank Zipfnger – Chairman; • Mr Clem Salwin – Managing Director and Chief Executive Offcer; • Mr Clive Appleton – Non-Executive Director; • Mr John Carter – Non-Executive Director; and • Mr Guy Farrands – Non-Executive Director. 6.7.3 Who will be Merged Group’s senior management team? If the Merger is implemented, the senior management of the Merged Group will be the current Aspen Group senior management, being: • Mr Clem Salwin – Managing Director and Chief Executive Offcer; • Mr Adam Marrs Ekamper – Chief Financial Offcer; • Mr Brett Summers – Head of Asset Management; • Ms Marie Barter – Head of Operations; • Mrs Jeannine Rheinberger – National Sales and Marketing Manager; • Mrs Catherine McMahon – Head of Human Resources; and • Ms Mandy Chiang – Company Secretary. 6.8 How have the APPF Board and the Aspen Group Board managed conficts of interest? The APPF Directors are required by law to act in the best interests of APPF securityholders. The Aspen Group Directors are required by law to act in the best interests of Aspen Group securityholders. The Merger involves a balancing of the relative interests of each set of securityholders. A potential for confict arises in this case because of a number of connections between APPF and Aspen Group. These include: • AFML, being the manager and responsible entity of APPF, is a wholly-owned subsidiary of AGL; and • the boards of directors of AGL and AFML are comprised of the same people and two of the three directors of APPML are also directors of both AGL and AFML. The potential for confict has been carefully considered by the directors in assessing the Merger. The directors have taken a number of steps to address the potential confict as follows: • a separate Board Committee was established to represent the interests of APPF securityholders in assessing the commercial terms of the Merger, and the merits of alternative proposals. The APPF BC comprised Mr Hugh Martin (a non- executive director of APPF and Aspen Group, during the period he was a member of the APPF Board), Mr Clive Appleton (a non-executive director of APPF and an independent non-executive director of Aspen Group) and Mr Reg Gillard (an independent non-executive director of APPF). Details of the Aspen Group Directors and the APPF Directors are set out in Sections 5.1.10 and 5.2.10 respectively of this Explanatory Memorandum. The role of the APPF BC is to consider any potential confict matters from the perspective of APPF securityholders and to communicate and negotiate with Aspen Group in respect of those matters; • the non-executive Aspen Group Directors not on the APPF BC separately considered the Merger from the perspective of Aspen Group securityholders; • the APPF BC and the remaining Aspen Group Directors each appointed separate legal and fnancial advisers to advise on confict matters; and • the directors commissioned the Independent Expert to determine independently whether the Merger is fair and reasonable and in the best interests of each set of securityholders. The Independent Expert has concluded that the Merger is: – fair and reasonable and in the best interests of APPF securityholders; and – fair and reasonable and in the best interests of Aspen Group securityholders. 3.3, 5.1.10, 5.2.10 Superseded Draft Disclosure Document
	Aspen Group is not entitled to vote on certain of the APPF Resolutions in respect of
	the APPF securities it will hold on the Voting Record Date. In particular, Aspen Group
	Entities holding APPF securities will not vote on the APPML Scheme with other APPF
	securityholders. The outcome of the APPML Scheme Meeting will be based on the
	votes of APPF securityholders excluding Aspen Group. When Aspen Group is entitled
	to vote on a resolution, it intends to vote in favour.

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Su	Question Answer Where to fnd more information
	Ineligible Foreign Securityholders
	What if I am a foreign securityholder at the Record Date? Due to legal restrictions in foreign jurisdictions, the cost of compliance in foreign jurisdictions, and the small number of Securityholders in foreign jurisdictions, the Merger is not being offered to Securityholders whose address on the relevant securityholder register on the Record Date is outside Australia or New Zealand. Ineligible Foreign Securityholders will have the Merged Group Securities to which they would otherwise be entitled sold in the Sale Facility, with the sale proceeds remitted to them in cash. As at 30 September 2015, there were four Ineligible Foreign Securityholders in APPF holding 0.10% of APPF securities and 16 Ineligible Foreign Securityholders in Aspen Group holding 0.43% of Aspen Group securities. 10.6, 10.10.4 Document
	When will I receive my cash from the Sale Facility if I am an Ineligible Foreign Securityholder? Ineligible Foreign Securityholders will be paid the cash they are entitled to receive from the Sale Facility within 20 Business Days after the Implementation Date. 10.10.2 ure
	Transaction Costs
	What are the transaction costs associated with the Merger? The Merged Group is expected to incur one-off transaction costs in respect of the Merger amounting to approximately $7.0 million during FY16. These costs are expected to comprise: • approximately $3.6 million of adviser and other restructuring costs; • approximately $3.2 million to reset currently outstanding interest rate swaps; and • approximately $0.2 million of stamp duty. These costs will be borne approximately 33% by APPF and 67% by Aspen Group. Before the APPF Meetings, APPF estimates that it will have incurred or committed to one-off transaction costs of approximately $0.5 million during FY16 in relation to the Merger. These costs will be payable by APPF regardless of whether the Merger is implemented or not. Before the Aspen Group Meetings, Aspen Group estimates that it will have incurred or committed to one-off transaction costs of approximately $1.5 million during FY16 in relation to the Merger. These costs will be payable by Aspen Group regardless of whether the Merger is implemented or not. 8.4.3, Annexure H d Draft Disclo
	persede

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

1.2 Information for APPF Securityholders
Question Answer Where to fnd more information Aspen Group What is Aspen Group? Aspen Group is an ASX-listed property group, based in Sydney, and focused on owning, managing and developing value for money accommodation. Aspen Group’s key assets comprise: • a 42% holding in, and management rights of, APPF; • a portfolio of fve accommodation parks7with a carrying value of $61 million; and • $37m of assets held for sale, consisting predominantly of the Spearwood South industrial property. As at the date of this Explanatory Memorandum, Aspen Group managed directly or through APPF, 26 accommodation properties with a combined value of $250 million and employed over 400 people. 5.1 Merger Consideration What will I receive if the Merger proceeds? The consideration for APPF securityholders represents a value range between $0.52 to $0.54 per APPF security.8 This represents a value range premium between 12.5% and 17.5% to the APPF NAV of $0.4622 as at 30 June 2015. The Independent Expert believes the fair value of a Merged Group Security to be in the range of $1.30 to $1.40. This implies a consideration received in the range of $0.50 to $0.54 per APPF security, which is a value range premium between 9% and 17% to the APPF NAV per security. Further detail provided in Section 11.4 of the Independent Expert Report. The form of consideration will be at each APPF securityholder’s election: Securities Option APPF securityholders will receive 0.386 Merged Group Securities for each APPF security. This represents an implied value of $0.54 per APPF security based on Aspen Group’s security price 10 day VWAP of $1.41 as at 16 October 2015. The implied value will change with movements in Aspen Group’s security price. Cash Option APPF securityholders (other than Aspen Group and Ineligible APPF securityholders) may choose to participate in a buy-back facility at $1.34715 per Merged Group Security (equivalent to $0.52 per APPF security), subject to an overall cap of $35 million. The $35 million cap represents approximately 50% of total Merger Consideration to APPF securityholders (other than Aspen Group). If demand for the Cash Option exceeds the cap, APPF securityholders will retain some Merged Group Securities under a pro rata scale back, however they will have the option of selling these securities via a Sale Facility. If the Merged Group Security trades at more than $1.347, the Cash Option will be valued at less consideration than the Securities Option. If the Merged Group Security trades at less than $1.347, the Cash Option will be valued at more consideration than the Securities Option. Aspen Group’s security 10 day VWAP was $1.41 as at 16 October 2015. Combination of the Securities Option and Cash Option 2.2, 2.5 Superseded Draft Disclosure Document
APPF securityholders may elect to receive a combination of the Securities
Option and the Cash Option.

• 7 Including Adelaide Caravan Park, which settled on 21 October 2015.

8 Consideration represents a range of either (a) the cash consideration of $0.52 or (b) the Merger Ratio multiplied by Aspen Group’s 10 day VWAP ($1.41 as at 16 October 2015).

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How is the Merger Consideration for APPF securityholders affected by movements in the Aspen Group security price? For APPF securityholders who retain Merged Group Securities as Merger Consideration, the Merger Consideration will vary with the price of Merged Group Securities, which in turn may be impacted by movements in the Aspen Group security price up to and including the Effective Date. For APPF securityholders who elect to receive cash under the Cash Option, if demand to participate in the buy-back exceeds a cap of $35 million and that APPF securityholder has also elected to participate in the subsequent Sale Facility, the remainder of their Merger Consideration will also be based on the price of Merged Group Securities. 2.5.1 When will I receive my Merged Group Securities if I elect to retain Merged Group Securities? Merged Group Securities will be issued on the Implementation Date, which is expected to be on or about 15 December 2015. Key Dates When will my proceeds from the Sale Facility be paid if I elect to participate? Payment of proceeds from the Sale Facility will be made to participating APPF securityholders by 15 January 2016. Key Dates, 10.10.2 How will fractional entitlements be treated under the Merger? Where the calculation of the number of Merged Group Securities issued as Merger Consideration after the implementation of the Merger steps would result in the holding of a fraction of a security, the fractional entitlement will be rounded up to the nearest whole number of Merged Group Securities. 10.5.3 Do I need to make any payments to participate in the Merger? No. – Do I need to pay any brokerage fees or stamp duty to participate in the Merger? No. 2.13 Distributions How will the Merger impact my distributions? APPF securityholders will continue to be entitled to, and be paid, their distributions until the Record Date, which is expected to be 10 December 2015. APPF securityholders who retain Merged Group Securities will receive distributions from the Merged Group on a half yearly basis. The frst distribution from the Merged Group would be for the June 2016 half year (to be paid in August 2016), with any distribution entitlement with respect to ownership of Merged Group Securities during December 2015 after the Record Date being included in the June 2016 half-year distribution. The Merged Group FY16 annualised distribution guidance is 12.0 cents per Merged Group Security.9 For APPF securityholders who elect to retain Merged Group Securities, this distribution is the equivalent of 4.6 cents per APPF security, representing 12.0 cents multiplied by the Merger Ratio of 0.386 Merged Group Securities for each APPF security. This guidance represents an increase of 16% over current APPF distributions of 4.0 cents per security.10 For 2H FY16, the Merged Group distribution is forecast to be 6.0 cents per Merged Group Security.11 3.5 Superseded Draft Disclosure Document
9 The Merged Group is forecasting an FY16 annualised distribution of 12.0 cents per Merged Group Security, based on 2H FY16 distribution forecast of 6.0 cents per
Merged Group Security and no material change in business conditions.
10 Current APPF distribution is the annualised income distribution rate as outlined in APPF’s Full Year Financial Results and Fund Update released on 24 August 2015.
11 Assuming no material change in business conditions.

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

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Benefits, Disadvantages and Risks of the Merger
What are the benefits If the Merger is implemented, APPF securityholders will benefit through: 3.5
of the Merger for APPF • the ability to buy or sell any or all of their securities on the ASX, instead of
securityholders?
reliance on Withdrawal Offers. Trading on the ASX remains subject to market
conditions, such as there being sufficient buyers of Merged Group securities.
Aspen Group has historically had low liquidity, with full details of Aspen
Group’s historic price/volume and trading history located at Section 5.1.4 of the
Explanatory Memorandum;
• a value range premium between 12.5% and 17.5% to NAV as at 30 June 2015; [12 ]
The Independent Expert believes the fair value of a Merged Group Security to be
in the range of $1.30 to $1.40. This implies a consideration received in the range
of $0.50 to $0.54 per APPF security, which is a value range premium between
9% and 17% to the APPF NAV per security. Further detail provided in Section 11.4
of the Independent Expert Report
• a forecast 16% increase in distributions; [13]
• a potential 8% accretion on an earnings per security basis; [14]
• a more appropriate capital structure;
• an internalised management structure; and
• improved access to capital markets.
These benefits are described in further detail in Section 3.
What are the If the Merger is implemented, the potential disadvantages and risks for 3.6, 9
disadvantages and risks APPF securityholders include:
of the Merger for APPF
• APPF securityholders who retain Merged Group Securities will receive future
securityholders?
distributions on a half yearly basis rather than the current monthly basis;
• APPF securityholders who retain Merged Group Securities will hold a
reduced proportionate interest in the Merged Group;
• an inability to participate in any alternative proposal, that may or may not
arise, for APPF;
• exposure to additional assets within the Aspen Group portfolio, in particular
Aspen Karratha Village and Spearwood South industrial property, the latter
being a non-accommodation asset;
• for those APPF securityholders who elect the Cash Option, there is no
guarantee that they will have all of their Merged Group Securities bought-
back. Furthermore, to the extent they are scaled back and participate in the
Sale Facility, there is a risk that APPF securityholders may receive a lower
price under the Sale Facility than under the Cash Option;
• for those APPF securityholders who retain Merged Group Securities, these
securities will be quoted on the ASX and subject to daily market movements
and volatility, in a way that APPF securities are not;
• a potential dilution of up to 9% on an earnings per security basis; [15]
• for APPF securityholders who trade Merged Group Securities during the
deferred settlement period on ASX, there is a risk of adverse financial
consequences if they purport to sell more Merged Group Securities than
they retain; and
• the Merger will give rise to a capital gains tax (CGT) event.
Superseded Draft Disclosure Document
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12 Consideration represents a range of either (a) the cash consideration of $0.52 or (b) the Merger Ratio multiplied by Aspen Group’s 10 day VWAP ($1.41 as at 16 October 2015).

13 For APPF securityholders who elect to retain Merged Group Securities. This forecast increase in distributions, from 4.0 cents to 4.6 cents (being the Merged Group distribution of 12.0 cents multiplied by the Merger ratio of 0.386), is uncertain and dependent on a variety factors, including, but not limited to, operating and cost synergies being realised.

14 Depending on the quantum of take up by APPF securityholders of the Cash Option.

15 Depending on the quantum of take up by APPF securityholders of the Cash Option.

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Su	Question Answer Where to fnd more information
	Alternatives to the Merger
	Were any alternatives to the Merger considered for APPF securityholders? The APPF BC considered a number of alternatives to address the current structure of APPF, including the Merger. These alternatives included: • individual property sales; • the wind up/sale of APPF; • an ASX listing; • undertaking a further equity raising; and • merging with other entities. After thorough evaluation of these alternatives, the APPF BC concluded that the Merger represents the most attractive option for APPF securityholders. Further detail on the alternatives considered can be found in Section 3 3.4 Document
	Independent Expert’s Report
	What has the Independent Expert said? The Independent Expert has considered the Merger and concluded that it is fair and reasonable and in the best interests of APPF securityholders. Annexure A re
	APPF Meeting, Agreement and Approval
	When and where will the APPF Meetings be held? The APPF Meetings will be held at 11:00am on 2 December 2015 at the Gloucester Room, Quay West, 98 Gloucester Street, The Rocks NSW 2000 11, APPF Notices of Meeting los
	Who is entitled to vote at the APPF Meetings? All APPF securityholders recorded on the APPF Register as at 7:00pm on 30 November 2015 are entitled to attend and vote at the APPF Meetings. Aspen Group is not entitled to vote on certain APPF Resolutions and not entitled to vote at the APPML Scheme Meeting. 11, APPF Notices of Meeting Disc
	What choices do I have as an APPF securityholder? As an APPF securityholder, you have the following choices: • you can vote at the APPF Meetings in person or by proxy or, in the case of a corporation, by duly appointed corporate representative; • you can elect not to vote at the APPF Meetings; or • you can do nothing. In addition, APPF securityholders have the option to either retain Merged Group Securities or to receive some or all of their Merger Consideration in the form of cash. If APPF securityholders do not make an election, the Merger Consideration will be Merged Group Securities. ded Draft
	Why should I vote at the APPF Meeting? Voting is not compulsory. However, your vote may be important in determining whether the Merger will proceed. Each APPF Director recommends that you read this Explanatory Memorandum and the APPF Securityholder Booklet carefully and vote in favour of the APPF Resolutions to approve the Merger, in the absence of a superior proposal. – rse
	What is the APPF Director recommendation? The APPF Directors unanimously recommend that APPF securityholders vote in favour of all the APPF Resolutions to approve the Merger, in the absence of a superior proposal. Each APPF Director holding APPF securities intends to vote their APPF securities in favour of all the APPF Resolutions to approve the Merger, in the absence of a superior proposal. 3.1 pe

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

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What happens if I vote against the Merger or do not vote? The Merger cannot be implemented unless all Aspen Group Resolutions are passed by the requisite majorities of Aspen Group Securityholders and all APPF Resolutions (other than APPML Director Appointment Resolutions) are passed by the requisite majorities of APPF securityholders, at their respective Meetings. However, even if you do not vote or vote against any of the Aspen Group Resolutions, this does not mean the Merger will not be approved or implemented. If the Aspen Group Resolutions are passed by the requisite majorities (even if you did not vote, or voted against the Merger) and you are an Aspen Group securityholder as at the Record Date then, if the Merger is implemented, you will be bound by the Merger. 11.12 What resolutions of APPF securityholders are required for the Merger to proceed? The resolutions that APPF securityholders must approve in order for the Merger to proceed are: • approval of the scheme of arrangement between APPML and its members; • approval of the capital reductions of APPML as part of the Merger steps; • amendment to the constitutions of APPML and APPT; • in the case of APPML and APPT, approval of the Merger for all purposes; • approval of the giving of fnancial benefts by APPML to related parties under the Stapling Deed; and • approval of the consolidation of APPML shares as part of the Merger steps. APPF securityholders will also consider resolutions to appoint Mr Frank Zipfnger, Mr Guy Farrands and Mr John Carter as non-executive directors of APPML with effect from the day following the Implementation Date of the APPML Scheme. The Merger is not conditional on these APPML Director Appointment Resolutions being passed. 11, APPF Notices of Meeting What happens if the Resolutions are not approved? Each of the APPF Resolutions (other than the APPML Director Appointment Resolutions) and the Aspen Group Resolutions must be passed in order for the Merger to be implemented. If any Resolution is not approved by the requisite majorities of APPF securityholders or Aspen Group securityholders (other than the APPML Director Appointment Resolutions) or all other conditions precedent are not satisfed or waived (if applicable): • the Merger will not take place; • the expected benefts of the Merger will not be realised and some of the disadvantages and risks associated with the Merger will not arise; and • APPF will remain as an unlisted fund and continue to operate within the same framework as it currently does. For APPF securityholders, however, the Fund’s current open-ended and unlisted structure does not satisfy the preferences of a large proportion of APPF securityholders for liquidity, as indicated by applications under previous APPF Withdrawal Offers to securityholders. Furthermore, the structure of the Fund is not conducive to raising new equity capital, thus constraining potential development and acquisition growth opportunities. If the Merger does not proceed, there would be a further review of the capital structure of the Fund including an assessment of the amount and timing of any future Withdrawal Offers. 2.12 Superseded Draft Disclosure Document

Page 20

1.3 Information for Aspen Group Securityholders

	1.3 Information for Aspen Group Securityholders
Su	Question Answer Where to fnd more information
	APPF
	What is APPF? APPF is an unlisted property fund owning 21 accommodation parks across Australia valued at $189 million. APPF’s objective is to provide securityholders with regular income distributions and the potential for long-term capital growth. Aspen Group has an aggregate interest in APPF of approximately 42%. 5.2 men
	Merger Consideration
	What will I receive if the Merger proceeds? Each Aspen Group securityholder will receive one Merged Group Security for each Aspen Group security 2.2, 2.5 cu
	When will I receive my Merged Group Securities? Merged Group Securities will be issued on the Implementation Date, which is expected to be on or about 15 December 2015. Key Dates Do
	How will fractional entitlements be treated under the Merger? Given Aspen Group securityholders will retain one Merged Group security for each Aspen Group security, there will be no fractional entitlements. 10.5.3 re
	Do I need to make any payments to participate in the Merger? No. – su
	Do I need to pay any brokerage fees or stamp duty to participate in the Merger? No. 2.13 sclo
	Distributions
	How will the Merger impact my distributions? If the Merger proceeds, Aspen Group securityholders will receive the Aspen Group Special Distribution. This distribution will be for the period from 1 July 2015 through to the Record date, currently expected to be 10 December 2015. Following the Merger, Aspen Group securityholders will receive distributions from the Merged Group on a half yearly basis. The frst distribution from the Merged Group would be for the June 2016 half year (to be paid in August 2016), with any distribution entitlement in respect to ownership of Merged Group Securities during December 2015 after the Record Date being included in the June 2016 half year distribution. The Merged Group FY16 annualised distribution guidance is 12.0 cents per Merged Group Security. This represents an increase of 28% over current Aspen Group distribution guidance for FY16 of 9.4 cents per security.16 For 2H FY16, the Merged Group distribution is forecast to be 6.0 cents per Merged Group Security.17 4.4, 8 seded Draft
	Benefts, Disadvantages and Risks of the Merger r
	What are the benefts of the Merger for Aspen Group securityholders? If the Merger is implemented, Aspen Group securityholders will beneft through: • increased exposure to a quality portfolio of assets; • signifcant operating synergies of $1.7 million; • a forecast 28% increase in distributions to 12.0 cents per security over current guidance of 9.4 cents per security;17 • a potential 30%–54% accretion to earnings, on an earnings per security basis;18 • an appropriate capital structure; • a simplifed management structure; and • improved access to capital markets. These benefts are described in further detail in Section 4. 4.4 4.5 and 9 pe
	17 Assuming no material change in business conditions. 18 Depending on the quantum of take up by APPF securityholders of the Cash Option.

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

	Question	Answer	Where to fnd more information
What are the disadvantages and risks of the Merger for Aspen Group securityholders? If the Merger is implemented, the potential disadvantages and risks for Aspen Group securityholders include: • a 3.3%–4.8% reduction in Aspen Group’s net asset value per security, from $1.24 to a range between $1.18–$1.20;19 • the Merged Group is expected to have higher gearing than Aspen Group, increased from 8.4% to a potential range between 27%–39%, prior to the sale of Spearwood South and subject to the take-up under the Cash Option; and • the risk and investment profle of Aspen Group securityholders will change as the Merged Group will own the properties currently separately owned by Aspen Group and APPF. Aspen Group currently owns 42% of APPF and the Merged Group will include 100% ownership. These disadvantages and risks are described in further detail in Sections 4 and 9 respectively. Independent Expert’s Report What has the Independent Expert said? The Independent Expert has considered the Merger and concluded that it is fair and reasonable and in the best interests of Aspen Group securityholders. Annexure A Aspen Group Meeting, Agreement and Approval When and where will the Aspen Group Meetings be held? The Aspen Group Meetings will be held at 9.30am on 2 December 2015 at the Gloucester Room, Quay West, 98 Gloucester Street, The Rocks NSW 2000. 11, Aspen Group Notices of Meeting Who is entitled to vote at the Aspen Group Meetings? Subject to any applicable voting restrictions, Aspen Group securityholders recorded on the Aspen Group Register as at 7:00pm on 30 November 2015 are entitled to attend and vote at the Aspen Group Meeting. 11, Aspen Group Notices of Meeting What choices do I have as an Aspen Group securityholder? As an Aspen Group securityholder, you have the following choices: • subject to any applicable voting restrictions, you can vote at the Aspen Group Meetings in person, by attorney, by proxy or, in the case of a corporation, by duly appointed corporate representative; • you can elect not to vote at the Aspen Group Meeting; • you can sell your Aspen Group securities on or prior to 7 December 2015; or • you can do nothing. – Why should I vote at the Aspen Group Meeting? Voting is not compulsory. However, your vote may be important in determining whether the Merger will proceed. The Aspen Group Board recommends that you read this Explanatory Memorandum and the Aspen Group Securityholder Booklet carefully and vote in favour of all the Aspen Group Resolutions to approve the Merger, in the absence of a superior proposal. – What is the Aspen Group Directors’ recommendation? The Aspen Group Directors unanimously recommend that Aspen Group securityholders vote in favour of all the Aspen Group Resolutions in the absence of a superior proposal. The Aspen Group Directors intend to vote their securities in favour of all the Aspen Group Resolutions, in the absence of a superior proposal. 4.1 What happens if I vote against the Merger or do not vote? The Merger cannot be implemented unless all Aspen Group Resolutions are passed by the requisite majorities of Aspen Group Securityholders and all APPF Resolutions (other than APPML Director Appointment Resolutions) are passed 11.12 Superseded Draft Disclosure Document
		by the requisite majorities of APPF securityholders, at their respective Meetings.
		However, even if you do not vote or vote against any of the Aspen Group
		Resolutions, this does not mean the Merger will not be approved or implemented.
		If the Aspen Group Resolutions are passed by the requisite majorities (even
		if you did not vote, or voted against the Merger) and you are an Aspen Group
		securityholder as at the Record Date then, if the Merger is implemented, you will
		be bound by the Merger.

19 Subject to the full take-up under the Cash Option.

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What resolutions of Aspen Group securityholders are required for the Merger to proceed? The resolutions that Aspen Group securityholders must approve in order for the Merger to proceed are: • approval of the scheme of arrangement between AGL and its members; • approval of the capital reductions of AGL as part of the Merger steps; • amendment to the constitutions of AGL and APT; • in the case of AGL and APT, approval of the Merger for all purposes; • approval of the giving of fnancial benefts by AGL to related parties under the Stapling Deed; • approval of a consolidation of AGL shares as part of the Merger steps; • approve the buy-back of AGL shares as a component of Merged Group Stapled Securities under the Cash Option; and • approval of a rebalancing of capital between AGL and APT. 11, Aspen Group Notices of Meeting What happens if the Resolutions are not approved? Each of the Aspen Group Resolutions and the APPF Resolutions (other than the APPML Director Appointment Resolutions) must be passed in order for the Merger to be implemented. If any Resolution is not approved by the requisite majorities of APPF securityholders or Aspen Group securityholders (other than the APPML Director Appointment Resolutions) or all other conditions precedent are not satisfed or waived (if applicable): • the Merger will not take place; • the expected benefts of the Merger will not be realised and some of the disadvantages and risks associated with the Merger will not arise; and • Aspen Group will remain listed on the ASX and continue to operate as it currently does. It is possible that the Aspen Group security price may fall if the Merger is not implemented. On 16 October 2015 (the trading day before the date of this Explanatory Memorandum), the closing price of Aspen Group securities was 14.3% higher than the $1.23 at which it closed on 11 September 2015 (the trading day before the Merger was announced). 2.13 1.4 Additional Information Sections 10, 11 and 12 contain additional information in relation to the Merger including a detailed description of the steps to implement the Merger, a description of the proposed changes to the constitutions of AGL, APT, APPML and APPT, a summary of the Merger Implementation Deed and Stapling Deed, details of each of the Resolutions, details of the interests of Directors and other relevant information. If, after reading the Disclosure Documents, you have any questions regarding the Merger, you can call the Merger Information Line on 1300 365 969 (within Australia) or +61 1300 365 969 (outside of Australia) between 8:30am and 5:30pm (Sydney time) Monday to Friday. Superseded Draft Disclosure Document

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

2. Details of the Merger

2.1 Background to the Merger In May 2015, Aspen Group submitted a confidential, incomplete and non-binding expression of interest to APPF to combine the two groups by way of Merger. APPF established a separate Board Committee to assess the merits of the Merger for APPF securityholders and to determine whether a proposal could be agreed that was in the best interests of APPF securityholders.

This process included: • the appointment of separate financial and legal advisers; On 14 September 2015, following the completion of this • exchange of information between APPF and Aspen Group analysis and detailed discussions between the APPF BC to assess the relative impact of the Merger; and the non-executive Aspen Group Directors not on the APPF BC, APPF and Aspen Group announced that • assessment of the merits of the Merger relative to APPF’s AGL, APPML and AFML (in its capacities as responsible other strategic alternatives (which included individual asset entity of APT and APPT) had entered into a Merger sales, a wind up of the fund, a listing on the ASX, further Implementation Deed. equity raisings or a merger with other entities); • assessment of the strategic rationale and the ability A summary of the Merger Implementation Deed is set for the Merged Group to achieve identified operating out in Section 10.11. The full Merger Implementation Deed synergies; and was announced to the ASX on 14 September 2015 and amended on 21 October 2015 and is available from the • independent valuations of all properties other than ASX website. acquisitions made during FY15. 2.2 Details of the Merger Aspen Group securityholders will receive one Merged Group Security for each Aspen Group security they hold. APPF securityholders may retain Merged Group Securities or receive cash as follows: • Securities Option: APPF securityholders will receive 0.386 Merged Group Securities for each APPF security;[20] • Cash Option: APPF securityholders (other than Aspen Group) may choose to participate in a buy-back facility at $0.52 per APPF security, subject to an overall cap of $35 million[21] which represents approximately 50% of total merger consideration to APPF securityholders (other than Aspen Group); or • A combination of the Securities Option and the Cash Option. If the Merged Group Security trades at more than $1.34715, the Cash Option will be less consideration than the Security Option. If the Merged Group Security trades at less than $1.34715, the Cash Option will be more consideration than the Security Option. 20 Represents an implied value of $0.54 per APPF security based on Aspen Group’s 10 day VWAP of $1.41 as at 16 October 2015. The implied value will change with movements in Aspen Group’s security price in the period up to and including the Effective Date and the Merged Group Security Price after the Effective Date. 21 If demand for the Cash Option exceeds the cap, APPF securityholders will retain some Merged Group securities under a pro rata scale back, however they will have the option of selling these securities via a sale facility.

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

2.3 Structure of the Merger Entities

APPF securities comprise one share in APPML stapled to one unit in APPT, as follows:

APPF Aspen Parks Property Management Limited Aspen Parks Property Trust (APPML) (APPT) Aspen Group securities comprise one share in AGL stapled to one unit in APT, as follows: Aspen Grouppen Groupen Groupp Aspen Group Limited Aspen Property Trust (AGL) (APT)

Aspen Parks Property Management Limited Aspen Parks Property Trust (APPML) (APPT) Aspen Group securities comprise one share in AGL stapled to one unit in APT, as follows: Aspen Grouppen Groupen Groupp Aspen Group Limited Aspen Property Trust (AGL) (APT) 2.4 Structure of the Merged Group If the Merger is implemented, Merged Group Securities will comprise a four-way staple of the above entities, as follows: Existing APPF securityholders (other than Aspen Group) Existing Aspen Group securityholders (19% – 32%) (68% – 81%) Merged Group APPML AGL APPT APT The ownership in the Merged Group by existing APPF 9% and 17% to the APPF NAV per security. Further detail securityholders (other than Aspen Group) and by existing provided in Section 11.4 of the Independent Expert Report. Aspen Group securityholders will depend on the level The form of consideration will be at each APPF of take-up of the Cash Option by APPF securityholders. securityholder’s election (other than Ineligible Foreign The ranges in the diagram above show the ownership Securityholders – see Section 3.) positions assuming the take-up of the Cash Option is between $0 and the $35 million cap. Securities Option The Merged Group Securities may be sold on the ASX on APPF securityholders will receive 0.386 Merged Group a deferred settlement basis from 8 December 2015 and Securities for each APPF security. on a normal settlement basis from 16 December 2015. The last date for trading or transferring APPF securities For example, if you hold 10,000 APPF securities on the and Aspen Group securities is 7 December 2015. The last Record Date, from the Implementation Date you will hold date for registration of transfers of APPF and Aspen Group 3,860 Merged Group Securities. securities prior to the Merger will be 10 December 2015. This represents an implied value of $0.54 per APPF security based on Aspen Group’s 10 day VWAP of $1.41 as at 16 October 2015. The implied value will change with 2.5 Merger Consideration movements in Aspen Group’s security price. 2.5.1 Merger Consideration for Cash Option APPF securityholders APPF securityholders (other than Aspen Group and The consideration for APPF securityholders represents a value range between $0.52 to $0.54 per APPF security.[22] Ineligible APPF securityholders) may choose to participate in a buy-back facility at $1.34715 per Merged Group Security, This represents a value range premium between 12.5% and subject to an overall cap of $35 million. The Cash Option 17.5% to the APPF NAV of $0.4622 as at 30 June 2015. The of $1.34715 per Merged Group Security is equivalent to Independent Expert believes the fair value of a Merged Group $0.52 per APPF security held. Security to be in the range of $1.30 to $1.40. This implies The $35 million cap represents approximately 50% of total a consideration received in the range of $0.50 to $0.54 per Merger Consideration to APPF securityholders (other than APPF security, which is a value range premium between Aspen Group). 22 Consideration represents a range of either (a) the cash consideration of $0.52 or (b) the Merger Ratio multiplied by Aspen Group’s 10 day VWAP ($1.41 as at 16 October 2015).

Page 26

If demand for the Cash Option exceeds the cap, APPF APPF securityholders retaining

securityholders will retain some Merged Group Securities Merged Group Securities under a pro rata scale back, however they will have the For APPF securityholders retaining Merged Group option of selling these securities via a Sale Facility. Securities, the value of their Merger Consideration will vary with the market price of Merged Group Securities, which in Given the possibility of a scale back under the Cash Option, turn may be impacted by movements in the Aspen Group APPF securityholders who elect to receive their Merger security price up to and including the Effective Date, which Consideration in cash also have the ability to elect the form is the last trading date for Aspen Group securities. of Merger Consideration they wish to receive in the event of a scale back. The two options are: APPF securityholders electing to receive cash • In the form of cash (default position) – by electing In the event that the Aspen Group security price prior to to have the Merged Group Securities to which they the APPF Election Date is above the consideration under become entitled and were subject to the scale back, the Cash Option of $1.34715, it is possible that more APPF sold in the Sale Facility, with the sale proceeds remitted securityholders will retain Merger Consideration in the form in cash; or of Merged Group Securities rather than in the form of cash. • In Merged Group Securities – in accordance with In this event, participation under the Cash Option may be the Merger Ratio of 0.386 Merged Group Securities for lower and APPF securityholders who participate under each APPF security. the Cash Option are less likely to be scaled back under the buy-back cap. Combination of the Securities Option and Cash Option In the event that the Aspen Group security price prior to APPF securityholders may elect to receive a combination the APPF Election Date is below the consideration under of the Securities Option and the Cash Option. the Cash Option of $1.34715, it is possible that more APPF Elections securityholders will elect to receive Merger Consideration in the form of cash, rather than in the form of Merged Group APPF securityholders must elect their Merger Consideration Securities. In this event: by completing their individual APPF Election Form, which has been sent to APPF securityholders with this Explanatory • participation under the Cash Option may be higher Memorandum. In the event that APPF securityholders do and APPF securityholders who participate under the not make an election, the default Merger Consideration is Cash Option are more likely to be scaled back under Merged Group Securities. the buy-back cap; and • APPF securityholders who elect to have the Merged Merger Consideration for APPF securityholders: Group Securities to which they are entitled in accordance sensitivity to the Aspen Group security price with the scale back sold in the Sale Facility may receive The value of Merger Consideration received by APPF a lower price under the Sale Facility than under the securityholders is sensitive to the Aspen Group security Cash Option. price in a number of ways: Merger Consideration sensitivity analysis The sensitivity of the APPF Merger Consideration to the movement in the Aspen Group security price is highlighted in the table below. Aspen Group Security Price $1.25 $1.30 $1.35 $1.40 $1.45 $1.50 APPF securities held 10,000 10,000 10,000 10,000 10,000 10,000 Value of Merger Consideration in the form of: a. cash (under the Cash Option)[1] $5,200 $5,200 $5,200 $5,200 $5,200 $5,200 b. Merged Group Securities[2] $4,825 $5,018 $5,211 $5,404 $5,597 $5,790 1 Assumes an APPF securityholders election to receive cash is satisfied in full under the Cash Option; this may be subject to scale back if the Cash Option is oversubscribed. 2 The dollar amounts reflect the implied value of 3,860 Merged Group Securities being the number of Merged Group Securities an APPF securityholder will retain if they hold 10,000 APPF securities on the Record Date. The Aspen Group 10 day VWAP security price was $1.41 as at 16 October 2015. Aspen Group securities are officially quoted on the ASX. Information on the market price of Aspen Group securities is set out in Section 5.1.4. Further information on Aspen Group security prices can be found on the ASX website at www.asx.com.au.

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

2.6 Sale Facility

2.5.2 Merger Consideration for Aspen Group securityholders

APPF and Aspen Group have established the Sale Facility to serve two purposes:

Aspen Group securityholders (other than Ineligible Foreign Facility to serve two purposes: Securityholders – see Section 10.10) will retain Merged Group Securities as Merger Consideration. • to ensure that APPF securityholders who have a preference to receive their Merger Consideration in If the Merger is approved, the last day for trading in existing cash rather than in Merged Group Securities, will Aspen Group securities will be 7 December 2015. From receive 100% cash proceeds in the event that the the Implementation Date, Aspen Group securityholders will Cash Option is oversubscribed; and hold one Merged Group Security for each Aspen Group • to provide a facility for the sale of Merged Group security held on the Record Date. Securities to which Ineligible Foreign Securityholders For example, if you hold 10,000 Aspen Group securities would otherwise be entitled, enabling sale proceeds on the Record Date, from the Implementation Date you to be remitted to them in cash. will hold 10,000 Merged Group Securities. Aspen Group securityholders (other than Ineligible Foreign Securityholders) are not eligible to participate in 2.5.3 Merger Consideration for Ineligible the Sale Facility. Foreign Securityholders Due to legal restrictions in certain foreign jurisdictions, Sale Facility Securities will be transferred to the Sale the cost of compliance in those foreign jurisdictions, Nominee, who will sell these securities by way of a book and the small number of Securityholders in those build or in the ordinary course of trading on the ASX, with foreign jurisdictions, the Merger is not being offered sale proceeds remitted to the Sale Facility Participants in to Securityholders whose address on the relevant cash. Sale Facility Participants will receive the Sale Facility securityholder register on the Record Date is outside Price, and no brokerage or other selling expenses will be Australia and New Zealand. charged to Sale Facility Participants. As at 30 September 2015, there were four Ineligible Further details on the Sale Facility are provided in Foreign Securityholders in APPF holding 0.10% of APPF Section 10.10. securities and 16 Ineligible Foreign Securityholders in Aspen Group holding 0.43% of Aspen Group securities. 2.7 Merger mechanics Ineligible Foreign Securityholders will have the Merged The Merger will be implemented in several main stages, Group Securities to which they would otherwise be which are described in detail in Section 10.6. entitled sold in the Sale Facility, with the sale proceeds remitted in cash. 2.8 Conditions precedent to the Merger The implementation of the Merger is subject to the conditions precedent summarised below. The Merger will only proceed if all of the conditions precedent are satisfied or waived (if applicable) in accordance with the Merger Implementation Deed. Some of these conditions precedent may not be satisfied even if the Merger is approved at the Meetings (for example, the Court may refuse to grant the required orders at the Second Court Hearings). However, as at the date of this Explanatory Memorandum the parties to the Merger Implementation Deed are not aware of any circumstances which would cause these conditions precedent not to be satisfied. Page 28

Condition precedent Status

1. Regulatory approvals:

All regulatory approvals reasonably necessary or ASIC has agreed to grant the relief necessary desirable to implement the Merger are obtained. to implement the Merger. ASX has agreed to grant the waivers and confirmations necessary to implement the Merger. 2. Quotation: The Merged Group Securities are approved for official APPML and APPT have made an application quotation on the ASX and the ASX has approved for admission to the official list of ASX and the APPML and APPT for admission to the official list of Merger Entities have applied for quotation of the ASX, subject to any conditions that the ASX may Merged Group Securities. reasonably require. 3. Court convenes Scheme Meetings: The Court convenes the Scheme Meetings at the Satisfied. On Friday, 23 October 2015, the Court AGL First Court Hearing and the APPML First Court made an order to convene the Scheme Meetings. Hearing respectively, pursuant to section 411(1) of the Corporations Act. 4. Court approval: The Court makes orders pursuant to sections Court approval of the Schemes will be sought 411(4)(b) and 411(6) of the Corporations Act approving on or about Friday, 4 December 2015. the Schemes at the AGL Second Court Hearing and APPML Second Court Hearing. 5. Judicial advice: Judicial advice in respect of APT and APPT described On Friday, 23 October 2015, the Court confirmed in Section 11.3 is obtained by AFML in its respective that AFML in its respective capacities as responsible capacities as responsible entity of APT and APPT. entity of APT and APPT is justified in convening the General Meetings. If the Aspen Group Resolutions and APPF Resolutions are approved, the remaining judicial advice will be sought at the Second Court Hearings (expected to be Friday, 4 December 2015). 6. Securityholder approval: Aspen Group securityholders and APPF securityholders The Aspen Group Meetings are to be held on approve each of the respective Resolutions (other Wednesday, 2 December 2015, than the APPF Director Appointment Resolutions) to commencing at 9:30am. be considered at the Scheme Meetings and General The APPF Meetings are to be held on Meetings, by their requisite majorities. Wednesday, 2 December 2015, commencing at 11:00am. The Aspen Group Meetings and the APPF Meetings are to be held at the Gloucester Room, Quay West, 98 Gloucester Street, The Rocks, NSW 2000. 7. Third party consents: All other approvals of a third party which the parties Neither Aspen Group nor APPF is aware agree are necessary or desirable to implement the of any such approvals being required. Merger are obtained. 8. Independent Expert: The Independent Expert issues a report which Satisfied. opines that the Merger is fair and reasonable and in the best interests of all Aspen Group Securityholders and all APPF securityholders.

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

	Condition precedent	Status
9. Other prescribed events:
	None of the following occurs on or before 8.00am on the Second Court Hearings:	Not breached as at the date of this Explanatory Memorandum.

• on the Second Court Hearings: this Explanatory Memorandum. • a Court, regulatory authority or government agency issues an order or decree which is in effect as at 8.00am on the Second Court Hearings and prohibits or materially restricts completion of the Merger

• • a party undertakes a prohibited action such as issuing or buying-back securities, declaring a distribution (other than a distribution payable in the ordinary course) or undertakes a material acquisition or disposal, all other than pursuant to the Merger; or

• • a material adverse change in relation to Aspen Group or APPF.

• 1. Representations and warranties: The representations and warranties given by AGL, APPML Not breached as at the date of and AFML (in its capacities as responsible entity of APT this Explanatory Memorandum. and APPT RE) under the Merger Implementation Deed are true and correct in all material respects.
• 1. No termination of Merger Implementation Deed: The Merger Implementation Deed has not been Not breached as at the date of this document. terminated.
• 1. Deed polls – Schemes and Trust Schemes: Each party executes a deed poll in favour of the Scheme Satisfied. participants and Trust Scheme participants, as required.

• 2.9 Securityholder and other • approval of a consolidation of APPML shares as part approvals of the Merger steps. APPF securityholders will also consider resolutions to

• 2.9.1 APPF securityholder approvals appoint Mr Frank Zipfinger, Mr Guy Farrands and Mr John and voting entitlement Carter as non-executive directors of APPML with effect from

• Each APPF securityholder who is on the APPF Register at the day following the Implementation Date of the APPML the Voting Record Date, other than Aspen Group who is Scheme. The Merger is not conditional on these APPML restricted from voting on certain APPF Resolutions, is entitled Director Appointment Resolutions being passed. to attend and vote at the APPF Meetings either in person or by proxy or, in the case of a body corporate, by its corporate 2.9.2 Aspen Group securityholder representative. approvals and voting entitlement

• The APPF Notices of Meeting are contained in the APPF Each Aspen Group securityholder who is on the Aspen Group Securityholder Booklet which has been sent to APPF Register at the Voting Record Date is entitled to attend and securityholders with this Explanatory Memorandum. vote at the Aspen Group Meetings either in person or by proxy or, in the case of a body corporate, by its corporate

• APPF securityholders will be asked to consider and if representative.

• thought fit, pass the APPF Resolutions, as follows: The Aspen Group Notices of Meeting are contained in

• • approval of the scheme of arrangement between the Aspen Group Securityholder Booklet which has been

• APPML≈and its members; sent to Aspen Group securityholders with this Explanatory

• • approval of the capital reductions of APPML as part Memorandum. of the Merger steps;

Aspen Group securityholders will be asked to consider and if thought fit, pass the Aspen Group Resolutions, as follows:

• amendment to the constitutions of APPML and APPT;

• in the case of APPML and APPT, approval of the Merger for all purposes;

• approval of the scheme of arrangement between AGL and its members;

• approval of the giving of financial benefits by APPML to related parties under the Stapling Deed; and

• approval of the capital reductions of AGL as part of the Merger steps;

Page 30

• amendment to the constitutions of AGL and APT;

2.12 Implications if the Resolutions are not approved

• in the case of AGL and APT, approval of the Merger for all purposes;

If any of the Resolutions (other than the APPML Director Appointment Resolutions) are not approved by the requisite majorities of APPF securityholders or Aspen Group securityholders or all other conditions precedent

• approval of the giving of financial benefits by AGL Appointment Resolutions) are not approved by the to related parties under the Stapling Deed; requisite majorities of APPF securityholders or Aspen • approval of a consolidation of AGL shares as part Group securityholders or all other conditions precedent of the Merger steps; are not satisfied or waived (if applicable): • approval of a buy-back of AGL shares as a • the Merger will not take place; component of Merged Group Stapled Securities • APPF will remain as an unlisted fund and continue under the Cash Option; and to operate within the same framework as it currently • approval of a rebalancing of capital between does; AGL and APT. • Aspen Group will remain listed on the ASX and continue to operate as it currently does; • the expected benefits of the Merger will not be 2.10 Securityholders who do not realised and some the disadvantages and risks want to participate in the Merger associated with the Merger will not arise; • APPF securityholders will retain their APPF 2.10.1 APPF securityholders securities, and Aspen Group securityholders APPF securityholders who do not want to participate will retain their Aspen Group securities; and in the Merger may seek to sell their APPF securities • APPF securityholders and Aspen Group at any time on or before 7 December 2015, although securityholders will not receive the Merger this may be difficult as these securities are not listed. Consideration. APPF securityholders have no right to require that their For APPF securityholders however, APPF’s current securities be bought or redeemed by AFML or anyone open-ended and unlisted structure does not satisfy the else. Trading or transfers occurring after the Effective preferences of a large proportion of APPF securityholders Date will not be recognised and transfers will not be for liquidity, as indicated by applications under previous registered after 10 December 2015. APPF Withdrawal Offers to securityholders. Furthermore, the structure of APPF is not conducive to raising new 2.10.2 Aspen Group securityholders equity capital, thus constraining potential development Aspen Group securityholders who do not want to and acquisition growth opportunities. participate in the Merger may sell their Aspen Group securities on the ASX on or before 7 December 2015. If the Merger does not proceed, there would be a Trading or transfers occurring after the Effective further review of the capital structure of APPF including Date will not be recognised and transfers will not be an assessment of the amount and timing of any future registered after 10 December 2015. Withdrawal Offers. For Aspen Group securityholders, it is possible that the Aspen Group security price may fall if the Merger is 2.11 Court approval not implemented. On 15 October 2015 (the trading day If the Resolutions are approved by the requisite majorities before this Explanatory Memorandum was lodged with of APPF securityholders and Aspen Group securityholders the ASIC), the closing price of Aspen Group securities at the respective Meetings, and all conditions precedent was 14.3% higher than the $1.23 at which it closed on have been satisfied or waived (if applicable), AGL and 11 September 2015 (the trading day before the Merger APPML will apply to the Court at the Second Court was announced). Hearings for an order approving the Schemes, and APT RE and APPT RE will apply to the Court for judicial advice If the Merger does not proceed, the costs that will be that APT RE and APPT RE are respectively justified shared by APPF and Aspen Group during FY16 are giving effect to the amendments to the APT and APPT forecast to be approximately $1.5 million, reflecting costs constitutions and doing all things necessary to implement associated with the Merger preparation including legal, the Merger. tax, financial advisers, accounting and independent expert costs, application fees to regulatory authorities and issue Each securityholder has the right to appear at the Second costs of the Disclosure Documents. In this event the Court Hearings. merger costs will be borne approximately 33% by APPF and approximately 67% by Aspen Group. 2.13 No brokerage or stamp duty costs No brokerage, stamp duty or other costs will be payable by Securityholders as a consequence of the Merger, regardless of whether and how Securityholders vote and their elections.

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

3. Merger Rationale for APPF Securityholders

• 3.1 Recommendation of the Board of APPF

The APPF Board considers the Merger is a compelling proposition for APPF securityholders and therefore the APPF Board unanimously recommends APPF securityholders vote in favour of all of the APPF Resolutions, in the absence of a superior proposal.

The APPF Board has considered the advantages • assessment of the strategic rationale and the ability and disadvantages and has concluded that for the Merged Group to achieve identified operational the anticipated benefits of the Merger outweigh synergies; and the possible disadvantages: • independent valuations of all properties other than • it provides APPF securityholders the option of acquisitions made during FY15. liquidity at a premium to NAV, or to benefit from The final Merger Ratio and terms followed negotiations the ownership of a larger, ASX listed entity in an between Aspen Group, APPF BC and their respective improved position to execute the acquisition and financial and legal advisers, having regard to the relative development growth strategy; and value and growth contributions of each entity and the • the available liquidity under the Merger significantly sharing of benefits derived from the Merger. exceeds that of any alternative Withdrawal Offer. 3.4 Strategic alternatives considered 3.2 Independent Expert’s conclusion by the APPF BC The Independent Expert has considered the advantages The APPF BC considered a number of alternatives to and disadvantages of the Merger which are set out in address the current structure of the Fund, including the the Independent Expert’s report in Annexure A, and has Merger. These alternatives included: determined that the Merger is fair and reasonable and in the best interests of APPF securityholders. 1. Individual property sales The APPF BC assessed the merit of individual property sales and determined it not to be consistent with the 3.3 Background to the Merger broader strategy of the portfolio, nor would it be in the for APPF securityholders interests of APPF securityholders who wished to remain APPF was established in 2004 as an open-ended and invested in APPF. Individual sales would adversely impact unlisted property Fund with the strategy of owning and the operational efficiency for the remaining properties in managing a portfolio of accommodation parks so as to the portfolio and had the potential to result in a lower value pay regular income distributions and the potential for outcome due to the likely transaction costs for the buyer. capital growth. As at 30 June 2015, APPF’s portfolio 2. Wind up/sale of APPF comprised 21 properties valued at $189 million. APPF has paid monthly income distributions since inception, The APPF BC assessed the sale of the entire APPF however, securityholder value and distributions have portfolio with the proceeds from the sale being returned been negatively impacted since 2013 by the significant to securityholders as part of a Fund wind up. The downturn in the resources sector. APPF BC considered that: APPF’s current structure is now considered to be • any wind up or portfolio sale would involve significant sub-optimal given: uncertainty around the amount and timing of proceeds that can be returned to APPF securityholders; • restricted ability to provide liquidity as and when • all APPF securityholders would be forced to realise desired by securityholders; their securities with no option of remaining invested in • the last equity raising conducted by APPF an accommodation park portfolio; resulted in a low take-up by APPF securityholders • selling costs incurred may adversely impact the final which demonstrated the difficulty of raising value of capital returned to APPF securityholders; and additional equity; and • APPF’s unlisted structure no longer provides the • a sale of the portfolio at book value would be flexibility demanded by investors and investment inappropriate given the positive sector outlook. administration vehicles. 3. ASX listing In May 2015, Aspen Group submitted a confidential, The APPF BC considered that APPF would be below incomplete and non-binding expression of interest to APPF the efficient size to list on the ASX, with a small free-float to combine the two groups by way of merger by stapling given Aspen Group’s 42% holding. securities in Aspen Group with securities in APPF. 4. Undertake a further equity raising Governance protocols were adopted which included the establishment of a separate APPF board committee APPF undertook an entitlement offer in 2014 resulting (APPF BC) to assess the merits of the Merger for APPF in little demand from existing investors excluding Aspen securityholders. The APPF BC went through a thorough Group. In its current form, the APPF BC considered it to process, which included: be difficult to re-open the fund to equity applications and raise meaningful levels of equity. Furthermore, institutional • appointment of separate financial and legal advisers;

APPF undertook an entitlement offer in 2014 resulting in little demand from existing investors excluding Aspen Group. In its current form, the APPF BC considered it to be difficult to re-open the fund to equity applications and raise meaningful levels of equity. Furthermore, institutional investors have historically been reluctant to invest through an unlisted retail fund structure.

• exchange of information between APPF and Aspen Group to assess the relative impact of the Merger;

• assessment of the merits of the Merger relative to APPF’s strategic alternatives;

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

Further detail provided in Section 11.4 of the Independent Expert’s Report;

5. Merge with other entities

The APPF BC considered that a merger with another entity would involve a lengthy period of due diligence • 18 of APPF’s 21 properties have been (with an uncertain outcome) and execution and approval independently valued as at 30 June 2015, with the risk. No proposals have been forthcoming since the remaining three independently valued prior to their incomplete proposal from Ingenia (which was withdrawn) acquisition in FY15; and the APPF BC rejection of an incomplete proposal • the Merged Group FY16 annualised distribution is from Discovery Parks in 2014. 12.0 cents per security;[24] The APPF BC is aware that Discovery Parks is seeking • for APPF securityholders who retain Merged to acquire between 15% and 19.9% of APPF by inviting Group Securities, the distribution guidance for professional investors and certain other investors to FY16 is 4.6 cents per security, which is 16% sell their APPF securities to Discovery Parks at $0.55 higher than current APPF distributions of 4.0 cents per APPF security. As this invitation is not open to all per security;[25 ] and APPF securityholders and is only for a limited number of • a potential 8% accretion on an earnings per APPF securities it does not represent an alternative to security basis, depending on the quantum of take the Merger. up by APPF securityholders of the Cash Option. 3.5 Benefits of the Merger for 3. More appropriate capital structure APPF securityholders • pro forma 30 June 2015 gearing of the Merged Group is expected to range from approximately 1. Improved liquidity 27% – 39%, based on zero to full take-up of the • APPF securityholders will have the option of Cash Option; and receiving up to 100% consideration in cash • post a sale of Spearwood South industrial (subject to the aggregate $35 million cap on the property, pro forma 30 June 2015 gearing of the Cash Option with the balance of any Merged Merged Group would range from 20% to 33%, Group Securities scaled back able to be sold with the range based on a zero to full take-up under the Sale Facility), or remaining invested in of the Cash Option. the Merged Group which will be a leading owner and manager of value for money accommodation 4. Improved access to capital markets listed on the ASX. Trading on the ASX remains • the Merged Group is expected to have an subject to market conditions, such as there being improved access to equity and debt capital sufficient buyers of Merged Group securities. markets given the increased scale and listing Aspen Group has historically had low liquidity, with on the ASX, which will encourage investment full details of Aspen Group’s historic price/volume by institutional investors. and trading history located at Section 5.1.4 of the Explanatory Memorandum; and 5. Clear and consistent investment strategy • APPF securityholders who retain Merged Group • APPF securityholders who retain Merged Group Securities will have the flexibility to add to, or Securities will retain exposure to an investment reduce, their holdings via trading in Merged strategy that is consistent with the current strategy Group Securities on the ASX. of APPF; • with Aspen Group’s knowledge of APPF there will 2. Premium to Net Asset Value (NAV) and increased be limited business interruption and integration risk distributions/earnings in completing the Merger; and • the Merger Consideration represents a value range • internalised management. between $0.52 and $0.54,[23] which is a value range premium between 12.5% and 17.5% to the APPF NAV per security of $0.4622 as at 30 June 2015. The Independent Expert believes the fair value of a Merged Group Security to be in the range of $1.30 to $1.40. This implies a consideration received in the range of $0.50 to $0.54 per APPF security, which is a value range premium between 9% and 17% to the APPF NAV per security.

23 Consideration represents a range of either (a) the cash consideration of $0.52 or (b) the Merger Ratio multiplied by Aspen Group’s 10 day VWAP ($1.41 as at 16 October 2015)

24 The Merged Group is forecasting an FY16 annualised distribution of 12.0 cents per Merged Group security, based on 2H FY16 distribution forecast of 6.0 cents per Merged Group security and no material change in business conditions. The APPF equivalent of 4.6 cents represents 12.0 cents multiplied by the Merger Ratio of 0.386 Merged Group securities for each APPF security.

25 Current APPF distribution is the annualised income distribution rate as outlined in APPF’s Full Year Financial Results and Fund Update released on 24 August 2015.

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• 3.6 Potential disadvantages and risks of 5. Earnings per security could potentially be diluted by the Merger for APPF securityholders 9%, depending on the quantum of take up by APPF securityholders of the Cash Option.

• 1. APPF securityholders who retain Merged Group Securities will receive future distributions on a half 6. For those APPF securityholders who elect the Cash yearly basis rather than a monthly basis. Option, there is no guarantee that they will have all of their Merged Group Securities bought-back.
• 1. APPF securityholders who retain Merged Group Furthermore, to the extent they are scaled back and Securities will hold a reduced interest in the Merged participate in the Sale Facility, there is a risk that APPF Group: securityholders may receive a lower price under the • as at the date of this Explanatory Memorandum, Sale Facility than under the Cash Option. APPF securityholders (excluding Aspen Group) 7. Trading during deferred settlement trading period: hold a combined interest of 58% in APPF; and

• • from the Implementation Date former APPF • Securityholders may not know the exact number securityholders (excluding Aspen Group) will hold of Merged Group Securities that they will retain a reduced stake of between 18.7% and 31.5% in as Merger Consideration until a number of days the Merged Group.[26] after those securities can be traded on the ASX on a deferred settlement basis. Securityholders

• 1. Approval of the Merger would preclude other who trade Merged Group Securities on a deferred strategies for APPF: settlement basis without knowing the number of • approval of the Merger would preclude the strategic Merged Group Securities they will retain may risk adverse financial consequences if they purport to

• alternatives considered by the APPF BC (as described sell more Merged Group Securities than they retain.

• in Section 3.4) from being pursued; and

• • the APPF Directors believe that the Merger is a 8. There will no longer be Withdrawal Offers with the compelling proposition for APPF securityholders and pricing based on the net asset value (NAV) of APPF unanimously recommend that APPF securityholders securities. Sale price of the Merged Group Securities vote in favour of the APPF Resolutions in the will be based on trading on the ASX, which may be absence of a superior proposal. more or less than NAV, from time to time.

• 1. The risk and investment profile of APPF 9. If the Merger proceeds, there may be tax securityholders will change: consequences for Securityholders. As part of the Merger, each APPF securityholder will be paid a capital

• • if the Merger is implemented, the Merged Group return, which will immediately be invested to acquire will own the properties currently separately Aspen Group securities. This capital return from APPF owned by Aspen Group and APPF. Existing APPF will result in APPF securityholders either having their securityholders who retain Merged Group Securities CGT cost base reduced or realising a capital gain or a will be subject to the risks relating to the ownership capital loss, depending on each APPF securityholders and operation of Aspen Group’s properties and cost base in APPF securities. Securityholders should platform, in particular Aspen Karratha Village and the seek their own professional advice regarding individual Spearwood South industrial property, the latter being tax consequences of the Merger. Further general a non-accommodation asset held for sale; and information on the tax consequences of the Merger

• • for APPF securityholders who retain Merged is set out in the Taxation Report in Annexure C to the Group Securities, the Merged Group Securities Explanatory Memorandum. will be quoted for trading on the ASX and subject 10. The risks associated with an investment in the Merged

• to listed daily market movements and volatility, Group are described in more detail in Section 9.

• in a way that APPF securities are not. The Independent Expert believes the fair value of a Merged Group Security to be in the range of $1.30 to $1.40. This implies a consideration received in the range of $0.50 to $0.54 per APPF security, which is a value range premium between 9% and 17% to the APPF NAV per security. Further detail provided in Section 11.4 of the Independent Expert Report.

• 26 Assuming no securityholder elects the Cash Option.

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

4. Merger Rationale for Aspen Group Securityholders

4.1 Recommendation of the Aspen Group Board The Aspen Group Directors considers the Merger a compelling proposition for Aspen Group securityholders and therefore unanimously recommend that Aspen Group securityholders vote in favour of the Aspen Group Resolutions, in the absence of a superior proposal. The Aspen Group Board has considered the advantages and disadvantages and has concluded that the anticipated benefits of the Merger outweigh the possible disadvantages.

4.4 Benefits of the Merger for Aspen Group Securityholders include:

4.2 Independent Expert’s conclusion

The Independent Expert has also considered the advantages and disadvantages of the Merger which are 1. Increased exposure to a quality portfolio of assets: set out in the Independent Expert’s report in Annexure A, and has determined that the Merger is fair and reasonable • the Merger presents an opportunity for Aspen Group and in the best interests of Aspen Group securityholders. to achieve scale efficiently; • APPF properties are valued at a weighted average capitalisation rate of 13.1%, with all properties 4.3 Background to the Merger for independently valued during FY15; Aspen Group securityholders • Aspen Group is familiar with the APPF portfolio, Since 2012, Aspen Group has been refocused to leading to limited business interruption and integration deliver a clear and consistent business focused on risk in completing the Merger; owning, managing, and developing value for money • no additional management resources are required accommodation. This has included: to manage the enlarged portfolio; and • Board restructure and appointments – appointing • consistent with Aspen Group’s strategy of focusing Clive Appleton and Guy Farrands to the Board in on value for money accommodation. 2012 and John Carter in 2015; • capital management initiatives – including a 2. Significant operating synergies: $101.4 million entitlement offer and debt restructure • estimated operational efficiencies of approximately in 2012 for Aspen Group and a $41.2 million $1.7 million per annum upon full implementation, underwritten entitlement offer for APPF in 2014; which equates to over 10% of pro forma FY16 • senior management appointments – Clem Salwin distributable earnings; and as the Chief Executive Officer and Managing Director • completes the structural simplification of and Adam Marrs Ekamper as the Chief Financial Aspen Group. Officer in 2013; 3. A forecast 28% increase in distributions over current • completing a strategic review – announcing the exit FY16 guidance of 9.4 cents per security: from funds management, commencing non-core asset disposals, business simplification, and a focus on the • the Merged Group FY16 annualised distribution value for money accommodation sector; guidance is 12.0 cents per security.[27] • sale of approximately $500 million of non-core assets 4. A potential accretion on an earnings per security in 2014 and 2015 across 35 transactions; and basis ranging between 30% – 54%.[28] • acquisition of a number of accommodation parks and 5. Appropriate capital structure: manufactured housing estates within Aspen Group and APPF. • Aspen Group securityholders will benefit from a simplified ownership structure; and The Merger with APPF completes Aspen Group’s strategic • Aspen Group securityholders will obtain the benefit change and structural simplification with a clear focus of a more appropriately geared Merged Group, with on owning, managing, and developing value for money accommodation. – the Merged Group will have pro forma 30 June 2015 gearing ranging from approximately The final Merger Ratio and terms followed negotiations 27% – 39%, based on zero to full take-up of the between Aspen Group, the separately established APPF Cash Option; and Board Committee and their respective financial and legal – post a sale of Spearwood South industrial advisers, having regard to the relative value and growth property, Merged Group pro forma 30 June 2015 contributions of each entity and sharing the expected benefits derived from the Merger. gearing would range from 20% to 33%, with the range based on a zero to full take-up of the Cash Option. 6. Improved access to capital markets: • the Merged Group is expected to have an improved access to equity and debt capital markets given increased scale; and • the Merger enlarges Aspen Group’s investor and capital base creating the potential for increased trading of securities on the ASX. 27 The Merged Group is forecasting an FY16 annualised distribution of 12.0 cents per Merged Group security, based on 2H FY16 distribution forecast of 6.0 cents per Merged Group Security and no material change in business conditions.

28 Subject to the take-up of the Cash Option.

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

3. The risk and investment profile of Aspen Group securityholders will change:

4.5 Potential disadvantages and risks of the Merger for Aspen securityholders will change: Group Securityholders • if the Merger is implemented, the Merged Group will own the properties currently separately 1. Results in a reduction in Aspen Group’s net asset owned by Aspen Group and APPF. Aspen Group value per security: securityholders will therefore be subject to the risks • the pro forma NAV of the Merged Group is estimated relating to the ownership and operation of APPF’s to be in the range between $1.18 to $1.20 per properties going forward. Aspen currently owns security, which is approximately 3.3%–4.8% lower 42% of APPF. than the Aspen Group NAV of $1.24 per security as at 30 June 2015;[28] and 4. If the Merger proceeds, there may be tax consequences for Securityholders. • this reduction is due to a combination of one-off transaction costs associated with the Merger As part of the Merger, each Aspen Group securityholder (described below), and the NAV price premium will be paid a capital return, which will immediately between 12.5% and 17.5% applied to APPF be invested to acquire APPF securities. This capital securityholders. return from Aspen Group will result in Aspen Group securityholders either having their CGT cost base 2. The Merged Group is expected to have higher reduced or realising a capital gain or a capital loss, gearing than Aspen Group: depending on each Aspen Group securityholders cost • the Merged Group pro forma 30 June 2015 gearing base in Aspen Group securities. Securityholders should seek their own professional advice regarding individual is subject to the level of take up under the Cash tax consequences of the Merger Option, with a range of 27%–39% based on zero to full take up under the Cash Option; 4. The risks associated with an investment in • post a sale of Spearwood South industrial property, the Merged Group are described in more detail Merged Group pro forma 30 June 2015 gearing would in Section 9. range from 20% to 33%, with the range based on a zero to full take-up of the Cash Option; and • Aspen Group’s gearing as at 30 June 2015 was 8.4%. The increase in Aspen Group’s gearing level, post Merged Implementation, is due to funding the Cash Option of the Merger Consideration from its existing debt facility.

28 Subject to the take-up of the Cash Option.

Page 38

5. Profile of Aspen Group and APPF

5.1 Aspen Group 5.1.1 Overview

Aspen Group is an ASX-listed property group, based in Sydney, and focused on owning, managing and developing value for money accommodation.

• Aspen Group is an ASX-listed property group, based in Sydney, and focused on owning, managing and developing value for money accommodation. Aspen Group’s key assets comprise: • a 42% holding in, and management rights of, APPF; • a portfolio of five accommodation parks with a carrying value of $61 million;[39] and

• • $37m of assets held for sale, consisting predominately of the Spearwood South industrial property.

• As at the date of this Explanatory Memorandum, Aspen Group manages directly, or through APPF, 26 accommodation properties with a combined value of $250 million[29] and employs over 400 people.

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

Aspen Group was established in 2001 in Perth as a Aspen Funds Management Limited commercial property owner and fund manager. After AFML is the Manager of APPF and is a wholly owned initially acquiring several commercial assets on its subsidiary of Aspen Group. The Manager is the holder of balance sheet, the group’s interests grew to include the an Australian Financial Services License (AFSL 227 933) management of retail and wholesale property funds issued by ASIC and acts as the responsible entity containing commercial and industrial assets, in addition to of APPT and APT. management of APPF’s accommodation portfolio. Aspen Group also undertook property development operations The Manager’s role encompasses the acquisition of in a number of these funds, including the development accommodation parks on behalf of APPF, portfolio of office buildings, retirement villages, residential housing management, capital raising and fund administration. and a private hospital. In addition, the Manager oversees completion of capital expenditure on, and acquisition of, APPF Properties. Adverse market conditions, which followed the global financial crisis, prompted the Aspen Group Board AFML management income to undertake a strategic review at the end of 2012 AFML receives income associated with the functions (see Section 4.3). it performs as the Manager of APPF. The strategic review, which was completed in 2013, In the 12 months to 30 June 2015, AFML received concluded that Aspen Group would simplify the business fee revenues from its role as the Manager of APPF and become a focused owner, manager and developer of approximately $3.0 million. of value for money accommodation, reducing overheads and balance sheet leverage in the process. The rationale 5.1.3 Portfolio overview for focusing on value for money accommodation was to enhance Aspen Group’s exposure to a sector which was Core property portfolio identified as structurally attractive and in which Aspen Aspen Group’s core property portfolio comprises a 42% Group had significant market leadership, having developed holding in APPF and five accommodation parks, which are and managed the APPF portfolio since 2004. directly owned and managed by Aspen Group. Following the strategic review, a non-core asset divestment The accommodation park properties are: programme commenced, which has resulted in the sale of approximately $500 million of non-core properties • Aspen Karratha Village: located in the north-west across approximately 35 transactions. The non-core asset Western Australian town of Karratha and predominantly divestment program has largely been completed, with the accommodates personnel employed in the resources only material asset remaining for sale being the Spearwood sector. Aspen Karratha Village was developed by South industrial property (see Section 4.3). Aspen Group and completed in 2008 under a long-term contract to accommodate employees of Woodside 5.1.2 Aspen Group structure Petroleum Limited. As at 30 June 2015, Aspen Karratha Village contains 180 rooms. A contract extension until Aspen Group consists of a stapling of two entities, AGL January 2018, with respect to 150 of the rooms, was and APT. Aspen Group securityholders hold one AGL share recently executed. and one APT unit, which are stapled together to form one Aspen Group security. AFML is the responsible entity of APT. • Four Lanterns Estate: acquired by Aspen Group in January 2015 and is a 102 site MHE located An overview of the Aspen Group structure prior to the Merger within the Leppington Town Centre, part of the major is set out in the following diagram. South-Western Sydney growth corridor. • Mandurah Gardens Estate: acquired by Aspen Group in June 2015 and is a 158 site MHE located in the Aspen Group Western Australian city of Mandurah, south of Perth. securityholders • Tomago Van Village: located in metropolitan Newcastle and was acquired in August 2015. The property has 160 sites, 136 of which are licensed for long-term use with the balance being short-stay sites. APT Development approval has been granted for a further ~~Park~~ AGL 24 long-term sites. landowner Park operator • Adelaide Caravan Park: located in Adelaide and forecast to be acquired in October 2015.[30] The property has 76 short term accommodation options, AFML 45 of which are cabin style dwellings, with the balance RE Responsible entity being either powered or unpowered sites. Stapled Equity ownership[RE]

30 Expected to settle on 21 October 2015.

Page 40

Non-core properties

Spearwood South, an industrial property located in Perth, Western Australia, is Aspen Group’s sole remaining material non-core asset, the sale of which will largely complete the non-core asset sale process that was commenced following Aspen Group’s strategic review.

Su	. Spearwood South is fully leased, with a lease term of almost fve years. The current carrying value of $29.0m refects a yield of 11%. 5.1.4 Recent security price trading As at 16 October 2015; • the last recorded trading price of Aspen Group securities was $1.40; • the 90 day trading range for Aspen Group securities was $1.20 – $1.43; and • the VWAP for Aspen Group securities since the Merger was announced was $1.38 The share price of Aspen Group over the past 12 months is shown in the chart below. 5.1.5 Substantial securityholders The following securityholders have notifed Aspen Group that they have a substantial holding in Aspen Group securities as at 16 October 2015, based on substantial securityholder notices lodged with the ASX, which are available on the ASX website: Securityholder Number of securities % of securities on issue1 Last date notifed Source: IRESS Limited as at 16 October 2015 erseded Draft Disclosure Document
	Allan GrayAustralia PtyLtd 18,467,630 16.3% 13 January2015
	Mill Hill Capital PtyLtd 13,882,539 12.3% 30 September 2015
	BT Investment Management Ltd 9,496,008 8.4% 23 June 2015
	Telstra Super 6,918,586 5.8% 2 April 2014
	Colonial First State AM 6,048,554 5.3% 4 March 2015
	LeggMason AM 5,971,330 5.3% 16 December 2014

1 Sourced from substantial holding notices lodged with the ASX at 16 October 2015 and rounded to one decimal place.

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

5.1.6 Capital management

b) Interest Cover – As at 30 June 2015, Aspen Group’s Interest Cover was 5.51 times, measured against the Interest Cover covenant of 2.25 times.

Aspen Group’s existing debt facility is proposed to be Interest Cover was 5.51 times, measured against the refinanced as part of the Merger, with details of the new debt Interest Cover covenant of 2.25 times. facility set out in Section 6.5. The details of Aspen Group’s Interest Cover provides an indication of the ability of current debt facility are below. an entity to service its debt, as it measures how many Tenor/Term Amount times an entity’s earnings exceed its interest expense. Facility type (years) ($m) Under the existing Aspen Group facility, earnings Multi-option debt facility 2.3 60.0 are defined as EBITDA (earnings before interest, tax, depreciation and amortisation) minus unrealised gains Overdraft facility 1.0 5.0 plus unrealised losses. The key financing metrics of Aspen Group, on a 5.1.7 Capital structure deconsolidated basis are outlined below: At the date of this Explanatory Memorandum Aspen Group has 113,206,967 securities on issue, and 3,741,510 Key financing metrics (as at 30 June 2015) options or performance rights over Aspen Group Maturity date Sep 17 securities on issue. Total drawn debt 35.1m Approval is being sought at the 2015 Annual General Senior debt facilities 60.0m Meeting of Aspen Group securityholders for the grant of LVR 34%/10%[1] a further 366,127 performance rights to the Managing Director Clem Salwin. If that approval is obtained, LVR limit covenant 45% these performance rights will be granted prior to the Debt maturity (years) 2.3 implementation of the Proposal. Weighted average cost of debt 5.1% Under Aspen Group’s Short Term Incentive Policy, executives hold 45,809 Aspen Group securities in respect 1 Aspen Group LVR pro forma for Adelaide/Tomago/Spearwood. of their short term incentive (STI) entitlements for the 2015 financial year and rights to receive an amount of Aspen Group securities in respect of their short term incentive Gearing is a measure of the level of debt funding and is entitlements for the 2016 financial year, if any, with a calculated as interest bearing liabilities divided by total assets. maximum value of $236,120 (of which $ 122,500 is subject Aspen Group’s policy is to maintain gearing at between 25% to securityholder approval at the 2015 Annual General and 35% over the long term. Aspen Group’s gearing as at Meeting of Aspen Group securityholders). 30 June 2015 was 8.4%. These performance rights, options and STI rights will be There are two key financial covenants under Aspen Group’s adjusted on the Implementation Date so that they convey existing debt facility: rights to receive or acquire, as applicable, Merged Group Securities. a) Loan to Value Ratio (LVR) – Aspen Group’s LVR as at 30 June 2015 was 34.1%, measured against the All Aspen Group securities rank equally with each other LVR covenant of 45%. in all respects, including voting, and entitle the holder to participate in distributions and the proceeds on winding The LVR under the existing Aspen Group facility is up of Aspen Group in proportion to the number of calculated by dividing total interest bearing liabilities securities held. (excluding cash), by the latest bank approved valuation of the Aspen Group Properties. In the event that Aspen Group had applied all available cash held at 30 June 2015 against interest bearing liabilities, Aspen Group’s LVR at 30 June 2015 would have been 18.0%.

Page 42

5.1.8 Key financial metrics[31]

5.1.8 Key fnancial metrics31
Key fnancial metrics($m)	FY15	FY14	Change
Revenue	65.5	110.6	(41.0%)
StatutoryLoss UnderlyingProft1,2 UnderlyingProft(cps)2 OperatingCashfow Gearing/Look throughgearing (%) Net Asset Value($/Security) Distributionper security (cps)	(31.7) 8.1 7.1 3.4 35.0%/22.5% 1.26 9.0	(81.8) 14.7 12.3 40.5 nil/nil 1.50 11.5	61.2% (30.6%) (26.8%) (92.0%) 35.0%/22.5% (16.0%) (21.7%) ment

	5.1.8 Key fnancial metrics31	5.1.8 Key fnancial metrics31	5.1.8 Key fnancial metrics31
	Key fnancial metrics($m) FY15 FY14 Change
	Revenue 65.5 110.6 (41.0%)
StatutoryLoss (31.7) (81.8) 61.2% UnderlyingProft1,2 8.1 14.7 (30.6%) UnderlyingProft(cps)2 7.1 12.3 (26.8%) OperatingCashfow 3.4 40.5 (92.0%) Gearing/Look throughgearing (%) 35.0%/22.5% nil/nil 35.0%/22.5% Net Asset Value($/Security) 1.26 1.50 (16.0%) Distributionper security (cps) 9.0 11.5 (21.7%) 1 Operating proft attributable to equity holders of Aspen 2 Restated to refect depreciation expense as underlying. Refer to Section 8.1 for further details. 5.1.9 Remuneration and retention arrangements Aspen Group has the following remuneration structure for its executives: FIXED AT RISK Fixed remuneration Short term incentive(STI) LongTerm Incentive(LTI) CASH EQUITY • Base salary and superannuation • Reviewed annually • Determined by experience, qualifcations and role • 75% of STI (50% for the CEO) awarded paid September of each year. • 25% of the STI (50% for the CEO) outcome is deferred for 18 months (Deferred STI) in Aspen Group securities • STI dependent on individual performance to KPI’s • STI dependent on Group performance • Performance Rights Plan subject to three year vesting • 100% Relative Total Shareholder Return Base level of reward competitive with the market Encourages sustainable performance in the medium to longer term andprovides a retention element Within the above remuneration structure, executives may be entitled to Aspen Group securities through the following mechanisms: • Deferred STI – this portion of an executive’s STI is paid as Aspen Group securities which are held subject to a holding lock for a period of 18 months from the grant date. In order to have the holding lock released, the executive must achieve a further hurdle – a period of 18 months continuous employment with Aspen Group after the granting of the award. Furthermore, the vesting of the deferred STI amount is subject to testing by Aspen Group that there was no material misstatement in respect of the key performance indicators that were used in assessing the original award. The determination of whether a material misstatement has occurred is for the absolute discretion of the Aspen Group Board to determine. If either of these hurdles are not met the executive will forfeit their interest in these securities. Aspen Group securities held as deferred STI will participate in the Merger on the same basis as all other Aspen Group securities. • Long term incentive (LTI) – Aspen Group’s LTI is delivered via a Performance Rights Plan, which has been in place since 2010 and which was refreshed at the 2013 Annual General Meeting. A performance right granted under the Performance Rights Plan is a conditional right to acquire a stapled security for nil consideration (although the terms of the Performance Rights Plan enable the Aspen Group Board to impose an exercise price if considered appropriate). A performance right holder will only be able to exercise their performance rights to the extent the vesting conditions are satisfed (if at all). All of the current performance rights are subject to a vesting conditions based on Aspen Group’s total securityholder return or TSR relative to a comparator group measured over a three year period from the start of the fnancial year in which they are offered. On the Implementation Date all existing performance rights will be adjusted to convey the right to acquire Merged Group Securities rather than Aspen Group securities on a one-for-one basis. That means performance rights which currently convey the right to acquire 100 Aspen Group securities will be adjusted on the Implementation Date to convey the right to acquire 100 Merged Group Securities. The vesting conditions and relative TSR targets will be maintained as TSR is based on the total securityholder return enjoyed by the holder of one Aspen Group security which on and from the Implementation Date will be treated as being the holder of one Merged Group security. Superseded Draft Disclosure Document	StatutoryLoss (31.7) (81.8) 61.2%
	UnderlyingProft1,2 8.1 14.7 (30.6%)
	UnderlyingProft(cps)2 7.1 12.3 (26.8%)
	OperatingCashfow 3.4 40.5 (92.0%)
	Gearing/Look throughgearing (%) 35.0%/22.5% nil/nil 35.0%/22.5%
	Net Asset Value($/Security) 1.26 1.50 (16.0%)
	Distributionper security (cps) 9.0 11.5 (21.7%)
	1 Operating proft attributable to equity holders of Aspen 2 Restated to refect depreciation expense as underlying. Refer to Section 8.1 for further details. 5.1.9 Remuneration and retention arrangements Aspen Group has the following remuneration structure for its executives: e Doc
	FIXED	AT RISK
	Fixed remuneration	Short term incentive(STI)	LongTerm Incentive(LTI)
	CASH	EQUITY
	• Base salary and superannuation • Reviewed annually • Determined by experience, qualifcations and role	• 75% of STI (50% for the CEO) awarded paid September of each year. • 25% of the STI (50% for the CEO) outcome is deferred for 18 months (Deferred STI) in Aspen Group securities • STI dependent on individual performance to KPI’s • STI dependent on Group performance t Disclo	• Performance Rights Plan subject to three year vesting • 100% Relative Total Shareholder Return
	Base level of reward competitive with the market	Encourages sustainable performance in the medium to longer term andprovides a retention element af

Further detail in relation to the LTI and the STI and the relevant performance conditions are available in Aspen Group’s 2015 Remuneration Report (contained in Aspen Group’s Annual Financial Report for the year ended 30 June 2015).

31 Consolidated with Aspen Group’s 42% ownership position in APPF

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

5.1.10 Directors

The directors of AGL and AFML, and their holdings in Aspen Group securities as at the date of this Explanatory Memorandum,
are as follows:
AGL AFML Executive status Independence status Interest in Aspen Group securities Interests in APPF securities Frank Zipfnger x x Non-executive Independent 206,132 50,529 Clive Appleton x x Non-executive Independent 31,000 – GuyFarrands x x Non-executive Independent 135,475 – John Carter x x Non-executive Non-independent 13,882,539 – Clem Salwin x x Executive Non-independent 1,652,555† – Subject to securityholder approval at the 2015 Annual General Meeting of Aspen Group securityholders, Clem Salwin will receive STI rights in respect of his short term incentive for the 2016 fnancial year. The value of the securities to which Clem Salwin’s STI rights for the 2016 fnancial year relate will depend on the value of the deferred component of his STI award for the 2016 fnancial year, if any. The maximum value of the deferred component of his STI award for the 2016 fnancial year is $122,500. † Mr. Clem Salwin also has 1,729,412 options exercisable September 2016 at a price of $2.00 and 1,354,604 performance rights. Subject to securityholder approval at the 2015 Annual General Meeting of Aspen Group securityholders, a further 366,127 performance rights will be granted to Clem Salwin. If that approval is obtained, these performance rights will be granted prior to the implementation of the Proposal. Each of the Aspen Group Directors will be entitled to vote at the Aspen Group Meetings and participate in the AGL Scheme (in their capacities as shareholders of AGL) on the same terms as all other Aspen Group securityholders. Each Aspen Group Director who holds Aspen Group securities intends to vote, in their capacity as shareholders of AGL, any Aspen Group securities held or controlled by him in favour of the AGL Scheme. 5.1.11 No pre-transaction benefts During the period of four months before the date of lodging this Explanatory Memorandum with ASIC, neither Aspen Group nor any associate of Aspen Group gave, or offered to give, or agreed to give, a beneft to another person which was likely to induce the other person, or an associate of the other person to vote in favour of the Merger or to dispose of APPF securities. 5.1.12 Material changes in Aspen Group’s fnancial position since last published accounts Other than as disclosed in this Explanatory Memorandum, the Aspen Group Board is not aware that the fnancial position of Aspen Group has materially changed since 30 June 2015, being the balance date for the FY15 accounts. 5.2 APPF 5.2.1 Overview of APPF APPF is an unlisted property fund owning 21 accommodation parks across Australia valued at $189 million. APPF’s objective since its establishment in 2004 has been to provide securityholders with regular income distributions and the potential for long-term capital growth. APPF currently has approximately 3,000 securityholders on its register. • Management base fee – annual base management fee of 1.0% of the total gross assets of APPF. This fee was reduced from 1.5% subject to AFML remaining responsible entity of APPT; • Management performance fee – performance fee payable in certain circumstances (this fee is only payable where the amount available for distribution to APPF securityholders per annum exceeds 10 cents); • Acquisition management fee – an acquisition fee of 5.0% of the acquisition value of all properties exclusive of acquisition costs. Currently, AFML only charges 2.0%; • Sale fee – a sale fee of 1.5% of the net proceeds of property sales. This fee is only payable if the net proceeds of sale (or value of initial market capitalisation on the basis of being listed on the ASX) exceeds the CPI adjusted acquisition price (exclusive of acquisition costs). Currently, AFML does not charge this fee; • Incentive fee – based on the growth in value of the APPF’s assets, AFML will receive 10% of the amount of the sale price of each property or value of the initial market capitalisation in the event of APPF being listed on the ASX, which is greater than the CPI adjusted acquisition price (exclusive of acquisition costs); • Project development fee – a project management fee of 6.5% is payable to AFML on the construction costs of any capital improvements on APPF Properties; • Debt arrangement fee of 1.0% on any new debt facility negotiated on APPF’s behalf. Currently, AFML does not charge this fee; and • Reimbursement of fund expenses – AFML is entitled to be reimbursed for any costs or expenses incurred in establishing and managing APPF. These costs (including fees and expenses payable to AFML for the provision of custody services), have been estimated to be 0.2% of Superseded Draft Disclosure Document
Aspen Group has a 42% holding in APPF and is its manager. the gross asset value of APPF.
As such, APPF pays fees to a subsidiary of Aspen Group (AFML) under a fund management agreement in exchange for the functions AFML performs as the Manager of APPF. In the 12 months to 30 June 2015, APPF paid management fees to AFML of approximately $3.0 million.
The fees that Aspen Group are entitled to under this AFML is not charging APPF any fees with respect to any
arrangement include: transaction or event that occurs as part of the Merger.

AFML is not charging APPF any fees with respect to any transaction or event that occurs as part of the Merger.

Page 44

5.2.2 APPF structure

5.2.4 Recent performance

• APPF consists of two entities, APPML and APPT. APPF Valuation securityholders hold one APPML share and one APPT unit, Independent valuations were conducted for 18 of APPF’s

• which are stapled together to form one APPF security. properties for the 30 June 2015 financial report, with the

• As outlined in the diagram below, APPT owns all freehold remaining three properties independently valued at the park assets and APPML (or its subsidiaries) owns all time of being acquired in FY15. The net asset value per interests in the leasehold park assets. APPT leases the APPF security was $0.4622 as at 30 June 2015. freehold park assets to APPML, which manages all freehold park assets. The resulting net taxable income of APPT is Income distribution fully distributed to APPF securityholders. Since inception in July 2004, APPF has paid a monthly income distribution from the cash flows generated by

• In addition, APPML (or its subsidiaries) manages all APPF’s property portfolio. APPF has the right to stop or

• leasehold park operations. APPML therefore undertakes vary distributions at any time.

• all operational activities for each of the APPF Properties. The net profit of APPML may be distributed to APPF Any income that is retained and not distributed in a securityholders or retained in APPF. current year may be used to fund capital expenditure, meet working capital requirements, reduce debt, fund the purchase of additional accommodation parks or be

• APPF securityholders retained for future distributions. Liquidity Providing liquidity for APPF securityholders has been an important consideration leading to the Merger proposal,

• APPML as APPF is an unlisted fund. APPF is not listed on any

• Park ~~operator~~ ~~APPT~~ securities exchange, there is no guaranteed redemption of

• Leasehold parks Freehold parks APPF securities and no formal secondary market exists. There are currently two facilities which provide APPF

• AFML securityholders with liquidity:

• Manager and Responsible entity • Withdrawal Offers conducted by APPF directly; and • a Hardship Facility which is provided by AFML on behalf

• Stapled Equity ownership[RE] of Aspen Group. APPF Withdrawal Offers

• Further information on APPF can be found at www.aspenfunds.com.au/funds. Withdrawal Offers enable APPF securityholders to withdraw their investment via a repurchase of securities

• 5.2.3 Portfolio overview by APPF. APPF’s policy is to undertake a Withdrawal Offer at least annually.

• APPF’s portfolio comprises 21 accommodation parks located in New South Wales, Victoria, Western Australia, The most recent Withdrawal Offer was in November 2014 Queensland and South Australia. The parks typically have following the completion of APPF’s October 2014 entitlement a combination of permanent cabins, annual rentals and offer. The Withdrawal Offer was for the amount of $6 million, short-stay accommodation. A range of accommodation or 11.5 million securities. This represented 32.3% of the is offered depending on the park, including one, two- and overall Withdrawal Offer requests submitted by APPF three-bedroom cabins, and powered and unpowered sites. securityholders. No Withdrawal Offer is currently being considered by APPF, due to the Merger.

• Four of the 21 APPF Properties predominantly accommodate people employed in the resources sector. Funds applied to the Withdrawal Offer are used to Three of these properties, Balmoral Holiday Park, Cooke repurchase APPF securities which are subsequently Point, and Pilbara Holiday Park, are located in the north cancelled. If a Withdrawal Offer is made, the following west of Western Australia, and the other, Myall Grove is relevant: Holiday Park, is located in South Australia. These four resource parks represent 11% of the value of the APPF • the Withdrawal Offer price is determined, in Property portfolio. accordance with the APPF constitution, at the end of the Withdrawal Offer period and includes an

• A brief summary of the APPF portfolio is set out below. allowance for transaction costs: A description of each property is provided in Section 7. – In accordance with the Withdrawal Offer policy, if a Withdrawal Offer were conducted as at

• Number of parks 21 30 June 2015, the net proceeds offered to APPF

• Value $189m securityholders would have been the NAV per

• Hectares 148.3 APPF securities as at 30 June 2015 of $0.4622 Number of sites 4,673 less transaction costs of 0.50%, resulting in net proceeds of $0.4599 per APPF security.

• Capitalisation rate (weighted average) 13.1

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

The key financing metrics of APPF are outlined below:

• APPF securityholders would be informed in writing of the Withdrawal Offer period, with a minimum of 28 days Key financing metrics (as at 30 June 2015) to submit a request for withdrawal under the Withdrawal Offer, should APPF securityholders wish to exit APPF. Maturity date September 2017 In accordance with the Corporations Act, payments are Total drawn debt 107.4m made under a Withdrawal Offer within 21 days of the Senior debt facilities 110.0m close of the Withdrawal Offer period; LVR 48%/(39%[1] ) • where the total withdrawal requests exceed the size of LVR limit covenant 50% the Withdrawal Offer being made, the Manager would satisfy withdrawals on a pro rata basis, in accordance Debt maturity (years) 2.3 with the Corporations Act. The Manager may also elect Weighted average cost of debt 4.7% to satisfy withdrawals at a higher level, in accordance with the Corporations Act; and 1 APPF LVR pro forma for three north-west WA properties sold. • the Manager would normally fund a Withdrawal Offer through existing cash reserves but has the ability to consider other liquidity options in the future, including Gearing is a measure of the level of debt funding used by an but not limited to increasing debt or the sale of assets. entity, and is calculated as interest bearing liabilities divided by total assets. APPF’s policy is to maintain gearing at APPF Hardship Facility between 35% and 45% over the long term. APPF’s gearing The Manager, on behalf of Aspen Group, offers a facility to as at 30 June 2015 was 46.3%. Subsequent to 30 June allow APPF securityholders to access some of their funds 2015, APPF has settled the sale of its three parks held invested in APPF, where they can demonstrate hardship in for sale, which has reduced the pro forma 30 June 2015 line with the policy guidelines of the APPF Hardship Facility, gearing to 37.4%. generally for severe health or financial reasons. Claims are There are two key financial covenants under APPF’s reviewed by the Manager’s compliance manager in line with existing debt facility: the guidelines set out in the policy. The policy can be viewed on APPF’s website: www.aspenfunds.com.au/funds. a) Loan to Value Ratio (LVR) – APPF’s LVR as at 30 June 2015 was 47.8%, measured against the LVR 5.2.5 Substantial securityholders covenant of 50% As at the date of this Explanatory Memorandum Aspen The LVR under the existing APPF facility is calculated Group was the sole substantial securityholder in APPF by dividing total interest bearing liabilities less cash, with a holding of 97.6 million securities representing 42% by the latest bank approved valuation of the APPF of issued APPF securities. Properties. Subsequent to 30 June 2015, APPF has settled the Aspen Group’s holding in APPF increased from 20.4 million sale of its three parks held for sale, which has reduced securities to 97.6 million securities due to Aspen Group the pro forma 30 June 2015 LVR to 39.3%. participating fully in and underwriting the approximately $41 million entitlement offer that APPF completed in b) Interest Cover – As at 30 June 2015, APPF’s Interest October 2014. Cover was 3.3 times, measured against the Interest Cover covenant of 2.25 times Aspen Group is not entitled to vote on the APPF Resolutions of APPT in respect of the APPF securities it holds on the Interest Cover provides an indication of the ability of Voting Record Date. an entity to service its debt as it measures how many times an entity’s earnings exceed its interest expense. 5.2.6 Capital management Under the existing APPF facility, earnings are defined APPF’s existing debt facility is proposed to be refinanced as EBITDA (earnings before interest, tax, depreciation as part of the Merger, with details of the new debt facility and amortisation) minus unrealised gains plus set out in Section 6.5. The details of APPF’s current debt unrealised losses. facility are below 5.2.7 Capital structure Tenor/Term Amount At the date of this Explanatory Memorandum, Facility type (years) ($m) APPF has 232,636,714 securities on issue. Multi-option debt facility 2.3 110.0 Overdraft facility 1.0 5.0 All APPF securities rank equally with each other in all respects, including voting, and entitle the holder to participate in distributions and the proceeds on winding up of APPF in proportion to the number of securities held.

Page 46

5.2.8 Key financial metrics

Key fnancial metrics($m) FY15 FY14 Change
Revenue 59.9 67.8 (11.6%)
StatutoryLoss (5.0) (48.5) (89.6%) UnderlyingProft 4.7 6.3 (8.5%) UnderlyingProft(cps) 1.1 2.6 (18.5%) OperatingCashfow 8.4 6.7 (24.8%) Gearing (%) 46.3% 51.4% (9.9%) Net Asset Value($/Security) $0.4622 $0.5299 (12.8%) Distributionper security (cps) 4.0 6.5 (38.2%) 5.2.9 Remuneration and retention arrangements The remuneration framework for executives provides a mix of fxed and variable (“at risk”) pay. The remuneration framework for APPF executives comprises the following components: • fxed remuneration, including base remuneration, superannuation and other fxed employment benefts; and • at risk remuneration, consisting of a short term incentive. The short term incentive is an “at risk” incentive awarded annually and is paid in cash, subject to retentions, based on individual performance against agreed key performance indicators, as well as the performance of APPF. APPF does not have any remuneration plans which grant employees the ability to obtain APPF securities. 5.2.10 Directors The directors of APPML and AFML, and their holdings in APPF securities as at the date of this Explanatory Memorandum, are as follows: APPML AFML Executive status Independence status Interest in APPF securities Interest in Aspen Group securities Frank Zipfnger x Non-executive Non-independent 50,529 206,132 Clive Appleton x x Non-executive Non-independent – 31,000 GuyFarrands x Non-executive Non-independent – 135,475 John Carter x Non-executive Non-independent – 13,882,539 RegGillard x Non-executive Independent – – Clem Salwin x x Executive Non-independent – 1,652,555†‡ Intention to resign following Merger implementation † Subject to securityholder approval at the 2015 Annual General Meeting of Aspen Group securityholders, Clem Salwin will receive STI rights in respect of his short term incentive for the 2016 fnancial year. The value of the securities to which Clem Salwin’s STI rights for the 2016 fnancial year relate will depend on the value of the deferred component of his STI award for the 2016 fnancial year, if any. The maximum value of the deferred component of his STI award for the 2016 fnancial year is $122,500. ‡ Mr. Clem Salwin also has 1,729,412 options exercisable September 2016 at a price of $2.00 and 1,354,604 performance rights. Subject to securityholder approval at the 2015 Annual General Meeting of Aspen Group securityholders, a further 366,127 performance rights will be granted to Clem Salwin. If that approval is obtained, these performance rights will be granted prior to the implementation of the Proposal. Any APPF Director holding APPF securities will be entitled to vote at the APPF Meetings and participate in the APPML Scheme (in their capacities as shareholders of APPML) on the same terms as all other APPML securityholders. Mr Zipfnger, being the only APPF Director holding APPF securities, intends to vote, in his capacity as a shareholder of APPML, any APPF securities held or controlled by him in favour of the APPML Scheme. 5.2.11 No pre-transaction benefts During the period of four months before the date of lodging this Explanatory Memorandum with ASIC, neither APPF nor any Superseded Draft Disclosure Document
associate of APPF gave, or offered to give, or agreed to give, a beneft to another person which was likely to induce the other
person, or an associate of the other person to vote in favour of the Merger.

5.2.12 Material changes in APPF’s financial position since last published accounts

Other than as disclosed in this Explanatory Memorandum, the APPF Board is not aware that the financial position of APPF has materially changed since 30 June 2015, being the balance date for the FY15 accounts.

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

6. Profile of Proposed Merged Group

6.1 Introduction The Merged Group will be a leading owner, manager and developer of value for money accommodation properties. The combined portfolio of 26 accommodation properties, comprising over 5,000 sites, valued at $250 million will make it one of the largest accommodation park operators in Australia.32 The Merged Group, which will employ over 400 people, will be headquartered in Sydney and will be listed on the ASX under the code APZ.

6.2 Profile of the Merged Group

6.2.1 Business overview The Merged Group’s core revenue activities will consist of: Merged Group core revenue activities Permanent residents Annual tourists Short-stay Resource parks rentals/tourists Permanent residents Annual tourists Short-stay rentals/tourists Resource parks Permanent residents are Similar to permanent Short-stay rentals comprise Resource parks cater to largely retiree customers residents, annual tourists tourist and business business contractors in the who occupy properties on occupy the properties customers (particularly resources sector and tourist a land lease model, where on a land lease model contractors). These are customers who either lease the customer owns their whereby they own the cabins and caravan sites cabins (typically business/ cabin and leases the land cabin and lease the land that are typically rented contractors) or caravan sites from the Merged Group. from the Merged Group. for one week or less. (typically tourists). These residents provide the These customers also Contractors, however, Business contractors Merged Group with stable, provide annual, annuityoccasionally rent these sites typically lease cabins for high quality, annuity-style style rental streams to the for longer periods of time. several months whilst rental cashflows and the potential to recognise a Merged Group. tourists Annual The majority of properties the Merged Group owns tourists generally lease caravan sites for one week development margin on the sale of new cabins. Permanent residents are a mix of permanent residents and short-stay or less. The Merged Group will own one worker facility, customers, which provides largely leased to January greater flexibility to 2018, which underpins maximise profit and creates income security. the ability to cross-sell product to customers. This mixed exposure is also frequently required by government authorities. The composition by sites is illustrated in the following chart: 6,000 5,000 12% 20% 4,000 23% 22% 3,000 2,000 43% ~~37%~~ Residential/permanents Annuals 1,000 22% 21% Short-stay Resources 0 30 Jun 14 Current

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

6.2.2 Accommodation portfolio overview

The Merged Group’s accommodation portfolio will be diversified by type and geography with representation across metropolitan, regional and tourist locations and have a national footprint.

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Number of Value % Number
properties ($m) overall of sites
Mixed residential/short stay 15 143 57% 3,459
100% short stay 4 46 19% 523
100% residential 2 19 7% 260
Resource – Aspen Karratha Village worker facility 1 22 9% 180
Resource – other parks 4 20 8% 923
Total 26 250 100% 5,345
Value split by property type Value split by state
2%
8%
7%
9%
17% 34%
7%
57%
Mixed Stay WA
19% 100% Short Stay NSW
100% Permanent VIC
AKV 40% SA
Other Resource Parks QLD
6.3 Merged Group strategy 5. Operating efficiencies
Significant overhead reductions have been achieved
6.3.1 Operations by Aspen Group and APPF since the completion of
The Merged Group will have a market leading, fully the strategic review in 2013, through a combination of
integrated and internalised operating platform. This portfolio simplification and efficiency gains.
platform will comprise:
The Merged Group will continue to seek operational
1. Scale operations improvements through a focus on asset clusters,
increasing automation, improving supplier relationships
The Merged Group will have over 400 employees
and efficiencies expected to come with increased scale.
managing 26 properties located in every mainland state,
with 40% of the portfolio in NSW.
6.3.2 Development
2. Strong customer franchise The Merged Group will be focused on progressing an
The Merged Group will have a dedicated sales and expanded development pipeline with its in-house team
marketing department and an electronic database located in both Sydney and Perth.
containing details of over 200,000 customers reflecting Development will be driven by demographics and market
the scale and 11-year operational history of the business. research with the aim of creating high quality annuity-style
This creates a competitive advantage through a large, rental streams, as well as realising development margins
low cost, proprietary distribution channel. on the sale of cabins.
3. Integrated digital strategy The Merged Group will look to maximise existing asset
A key part of the business, the Merged Group’s digital opportunities, which include:
strategy will span social media (Facebook, twitter, Instagram), • the expansion of short stay cabins: developments
on-line travel agencies and its own website. at Dubbo Parklands, Dubbo and Ashley Gardens,
Melbourne are already underway;
Superseded Draft Disclosure Document
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4. Focus on yield management

• upgrades or conversion of existing sites: six of the existing properties the Merged Group will own are currently undergoing site upgrades or conversion, generating a development margin or improving the overall property value;

The business has developed a dynamic pricing model to optimise rates and occupancies. The Merged Group will employ a specialist in-house manager applying hospitality industry techniques and statistical analysis.

Page 50

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50%
40%
30% Target
25%-35%Target
20%
10%
0
30 Jun 2015 Sale of
pro forma Spearwood South
The Merged Group’s target gearing range is between
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• utilising vacant land: three development applications 50% (DA) are currently in progress to add approximately 200 sites. Assuming these DA’s are granted, these sites are 40% expected to start being delivered from late FY16; and • manufactured housing delivery: expected to significantly 30% 25%-35%Target expand the number of permanent residential sites, as the Merged Group’s pipeline of development and sale 20% opportunities ramp up from its FY15 start. 10% The Merged Group will continue to expand its development pipeline, with master planning currently underway at five 0 properties, continuing the multi-year growth momentum. 30 Jun 2015 Sale of Furthermore, new property acquisitions will also assist in pro forma Spearwood South building the pipeline (e.g. Tomago was acquired with an The Merged Group’s target gearing range is between in place DA for 24 sites). 25% – 35%. Funding has been ear-marked in FY16 for development Aspen Group and APPF currently each have a single bank opportunities at Dubbo Parklands, Ashley Gardens, and facility in place. It is proposed that upon implementation commencement of works (subject to DA) on utilisation of the Merger, new facilities will be put in place with each of vacant land in respect to approximately 110 sites within of these banks that will be used to repay the existing the Merged Group portfolio. facilities of the Merger Entities. In the event that the Merger does not proceed, Aspen Group and APPF would retain 6.3.3 Acquisitions their respective bank facilities that exist at the date of this Both Aspen Group and APPF have a strong acquisitions Explanatory Memorandum. track record, having acquired 7 properties valued at $71 million, including acquisition costs, over the last Waivers have been received from both the Aspen Group 12 months. The Merged Group will continue to have a focus and APPF financiers in respect to the Merger, and there on potential acquisitions of accommodation properties, will be no breach of covenants under either debt facility subject to the sale of Spearwood South, that meet clear arising from the Merger occurring. investment criteria focused on: Details of the Merged Group’s proposed bank facilities • location: metropolitan, existing asset clusters, following the Merger are outlined in the table below: or major regional population centres (especially on the east coast); Facility type Tenor Amount ($m) • attractive income yields; and Multi-option debt facility 2.3 70.0 • development potential. Multi-option debt facility 2.3 70.0 Overdraft facility 1.0 5.0 The existing scale of the operating platform facilitates the acquisition and integration of new properties which in turn The key financing metrics of the Merged Group, assuming a enhances and reinforces the businesses’ scale advantage. full take up of the Cash Option, are outlined below: Key financing metrics (as at 30 June 2015) 6.4 Property portfolio Total drawn debt 122.0m The Merged Group will own 26 accommodation properties Senior debt facilities 140.0m across Australia comprising over 5,000 sites with a carrying LVR 44.3% value of $250 million. LVR covenant 45.0% In addition to the accommodation portfolio, the Merged Debt maturity (years) 3.0 Group will own Spearwood South, Industrial Estate in Perth, which is valued at $28.6 million (net of selling costs) and is Weighted average cost of debt 4.0% classified in the financial accounts as an asset held for sale. In the event that the take up of the Cash Option is less than the $35.0m limit, the Merged Group would have less debt, and a lower LVR. See Section 8.10 for sensitivities on the 6.5 Capital management Merged Group’s debt covenants assuming varying levels of The Merged Group intends to maintain an appropriate take up of the Cash Option. capital structure. The Merged Group expects to have sufficient working capital Pro forma 30 June 2015 Merged Group gearing is subject to carry out its states objectives. to the level of take up under the Cash Option and will range between 27% – 39%, based on zero to full take-up of the Cash Option. Post a sale of Spearwood South industrial property, pro forma 30 June 2015 gearing would range from 20% to 33%, based on a zero to full take-up of the Cash Option.

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

6.6 Capital structure

6.7.2 Corporate governance framework

The corporate governance framework for the Merged Group is underpinned by the ASX Guidelines. The ASX Guidelines are recommendations and are not mandatory. The ASX Guidelines provide a reference point against which Australian listed entities can measure, and report on, their corporate governance structures and practices. Listed entities are required to disclose in their annual reports the extent of their compliance with the ASX Guidelines in the reporting period and to disclose why they have not adopted a recommendation under the ASX Guidelines if they consider it to be inappropriate to do so in their particular circumstances. As an ASX listed group, the Merged Group will report against the ASX Guidelines.

Upon implementation of the Merger, both APPF securityholders and Aspen Group securityholders will hold Merged Group Securities. Outstanding options and performance rights over Aspen Group securities will be converted into options and performance rights to acquire the same number of Merged Group Securities at the same acquisition price (which in the case of performance rights is nil). STI rights granted under Aspen Group’s Short Term Incentive Policy which are currently conditional rights to receive Aspen Group securities will be converted into conditional rights to receive the same number of Merged Group Securities. The number of outstanding interests in Merged Group Securities following the Merger, assuming a full take up of the Cash Option, is outlined below: Securities on issue Number of Merged GroupSecurities on issue 139,346,135 % of Merged Group Securities held by APPF securityholders 26,139,168 % of Merged Group Securities held by Aspen Groupsecurityholders 113,206,967 Number of Merged Group options/ performance rights on issue1 3,741,510 1 Subject to shareholder approval at the 2015 Annual General Meeting of Aspen Group securityholders, a further 366,127 performance rights will be granted to Clem Salwin. If that approval is obtained, these performance rights will be granted prior to the implementation of the Proposal. In the event that the take up of the Cash Option is less than the $30.5m limit, the number of Merged Group Securities on issue would increase. 6.7 Corporate governance 6.7.1 Aspen Group Board and APPF Board Corporate governance of the Merged Group will be the responsibility of the boards of AGL, APPML and AFML (as responsible entity of APT and APPT), which following the Merger will comprise a common group of directors. The table below shows the board composition of AGL and AFML at the date of this Explanatory Memorandum and the proposed composition of APPML following implementation of the Merger: AGL AFML APPML Frank Zipfnger x x x Clive Appleton x x x GuyFarrands x x x John Carter x x x RegGillard* Clem Salwin x x x The corporate governance framework for the Merged Group is underpinned by the ASX Guidelines. The ASX Guidelines are recommendations and are not mandatory. The ASX Guidelines provide a reference point against which Australian listed entities can measure, and report on, their corporate governance structures and practices. Listed entities are required to disclose in their annual reports the extent of their compliance with the ASX Guidelines in the reporting period and to disclose why they have not adopted a recommendation under the ASX Guidelines if they consider it to be inappropriate to do so in their particular circumstances. As an ASX listed group, the Merged Group will report against the ASX Guidelines. The Merged Group Board will include additional details of the Merged Group’s corporate governance regime, including board and committee charters and relevant corporate policies and codes which will be available on its website once established, and a corporate governance statement will be included in the Merged Group’s annual report outlining the Merged Group’s system of governance during that reporting period and the extent of the Merged Group’s compliance. The Merged Group’s directors do not anticipate that the Merged Group will depart from the ASX Guidelines; however, it may do so in the future if it considers that such departure is reasonable. Any such departures would be reported in the Merged Group’s corporate governance statement. As AFML is the Manager of APPF, and wholly owned by Aspen Group, the corporate governance frameworks of APPF and Aspen Group (disclosed on the Aspen Group website) are broadly consistent. It is therefore expected that the corporate governance framework that will be adopted by the Merged Group, which is detailed below, will be materially consistent with the corporate governance practices currently in place. Role of the Merged Group Board The Merged Group Board will be accountable to Merged Group securityholders. The Merged Group Board will establish a Board Charter to seek to ensure that securityholders’ interests are protected and the value of their investment is maximised within acceptable risk parameters. The primary responsibilities of the Board will be to: • act in the best interests of securityholders at all times; • establish and set the strategic direction for the Merged Group; • establish a framework for the proper governance of the Merged Group; • provide input and approval to the business plan adopted by senior management to achieve the Merged Group’s strategy; • oversee and approve the internal control systems, risk manaement measures and codes of conduct; Superseded Draft Disclosure Document

• oversee and approve the internal control systems, risk management measures and codes of conduct;

• review and approval of the annual budget and forecasts; and

• Intention to resign as a director of APPML following Merger implementation

• monitor the performance of the executive management team in implementing the Merged Group’s strategy, business plan and annual budgets.

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Independence of the Merged Group Board

without the prior approval of the Company Secretary. The authorisation and dealing restrictions will apply to Merged Group Securities and any derivative product related to Merged Group Securities.

Under the Board Charter, the majority of the Merged Group Board should be independent. The Merged Group Merged Group Securities and any derivative product will regularly review whether each non-executive director related to Merged Group Securities. is independent and each non-executive director should Code of conduct provide to the Merged Group Board in a timely manner all information that may be relevant to this assessment. The Merged Group Board will adopt a Code of If a director’s independence status changes this must be Conduct to promote ethical and responsible decision disclosed to the Merged Group Board and notified to the making by directors, management and employees. market in a timely manner. All directors and employees are expected to act with the utmost integrity and objectivity, striving at all times Under the Board Charter, the Chair should be an to enhance the reputation and performance of Aspen independent director and the roles of Chair and CEO Group. All directors and employees who are members must not be exercised by the same individual. of a professional body, are required to comply with The Merged Group is expected to meet both of these their respective bodies’ ethical standards. The Code guidelines. of Conduct must be read and agreed as at the commencement of employment. Constitutions and compliance plan Risk Management The Merged Group will be governed by its constitutions as outlined in Section 12.1. The Merged Group will establish policies for the oversight and management of material business risks and disclose As required by the Corporations Act, AFML has lodged a summary of those policies. The Merged Group Board with ASIC a compliance plan for APT and APPT which as a whole is ultimately responsible for establishing and sets out the measures that AFML, as responsible entity reviewing the Merged Group’s policies on risk oversight applies in operating APT and APPT to ensure compliance and management and satisfying itself that management with the Corporations Act, APT’s and APPT’s constitutions, has developed and implemented a sound system of any disclosure document and AFML’s Australian financial risk management and internal control. The Merged services licence. Group Board has adopted a Risk Management Policy designed to: Continuous disclosure and communication policy • identify, assess, monitor and manage risk; and The Merger Entities have written policies designed to ensure compliance with ASX Listing Rule and Corporations • identify material changes to Aspen Group’s risk profile. Act disclosure requirements and to ensure accountability at a senior executive level for compliance. The Merged Audit Committee Group Board will adopt a Continuous Disclosure and The purpose of the Audit Committee will be to assist the Communication Policy to ensure that: Merged Group Board fulfil their corporate governance role in relation to the integrity of the Merged Group’s financial • all investors have equal and timely access to material reporting, internal control structure, risk management information concerning the Merged Group including systems and the internal (if any) and external audit its financial position, performance, ownership and functions of the Merged Group and its controlled entities. governance; The Audit Committee attempts to ensure the truthful • the Merged Group announcements are factual, and factual presentation of the Merged Group’s financial presented in a clear and balanced way, are made in performance and position. The duties and responsibilities a timely manner and do not omit material information; of the Audit Committee will include: and • reviewing, assessing and monitoring the financial • the Merged Group provides securityholders with reporting of the Merged Group; information in accordance with this policy which includes identifying matters that may have a material • facilitating the external audit (including making effect on the price of the Merged Group’s securities, recommendations regarding the appointment, notifying them to the ASX, posting them on the evaluation and removal of the Merged Group’s Merged Group’s website and issuing media releases. external auditor); • overseeing the internal audit function; and Securities Trading Policy • overseeing the compliance of the Merged Group In accordance with the Board Charter and the Code of with taxation requirements of the ATO and state Conduct (see below) there will be a requirement for all taxation bodies. directors, executives and employees to abide by the Merged Group’s Securities Trading Policy. The policy The Audit Committee shall be comprised of at least outlines the circumstances and requirements for trading three directors, all of whom shall be non-executive in the Merged Group’s securities by directors, executives directors. A committee chairman, being a non-executive and employees. director but not chairman of the Board, shall be appointed

The Audit Committee shall be comprised of at least three directors, all of whom shall be non-executive directors. A committee chairman, being a non-executive director but not chairman of the Board, shall be appointed by the Board of Directors for a period of three years.

Directors, key management personnel, and other employees who have access to price sensitive information will not be able to deal in Merged Group Securities

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

Remuneration Committee

Remuneration Committee Clive Appleton The objective of the Remuneration Committee is to B.Ec, MBA, AMP, GradDip (Mktg), FAICD assist the Merged Group Board in establishing the Mr Clive Appleton has had a successful career in property remuneration policy for the Merged Group. The duties and funds management with over 30 years’ experience and responsibilities of the Remuneration Committee in several of Australia’s leading retail property investment, are contained in the Remuneration Committee charter. management and development groups. The duties and responsibilities will include: Mr Appleton’s early career was spent with the Jennings • ensuring the remuneration policies and practices are Group where, from 1986, he held senior executive roles, consistent with the Merged Group’s strategic direction; responsible for managing and developing the retail assets • ensuring the policy is designed to secure and retain jointly owned by Jennings Properties Limited (JPL) and senior executives and directors wholly competent in Jennings Property and Investment Group. In 1990, the required fields of expertise; following a restructure of JPL to become Centro Properties • reviewing and approving executive remuneration Limited, Mr Appleton became managing director. policy; From 1997 to 2004, Mr Appleton was the managing • approving the Key Management Personnel executive director of the Gandel Group Pty Limited, one of Australia’s remuneration, on the recommendation of the CEO; leading retail property investment, management and • reviewing recruitment, retention and termination development groups. policies and procedures as required; From December 2011 to June 2015, Mr Appleton was a • determining the remuneration of Merged Group non-executive director of Federation Centres. directors; and In 2005 Mr Appleton joined APN Property Group Limited • reviewing and approving all equity based as managing director. remuneration plans. Mr Appleton is currently a non-executive director of the Gandel Group, Arrow International Group Limited, 6.7.3 Directors’ biographies APN Property Group Limited, Perth Airport Pty Ltd and Frank Zipfinger, Chairman Perth Airport Development Group Pty Ltd. He is also a council member of Cairnmillar Institute. BA (Economics), LLB, LLM, MBA Mr Frank Zipfinger has over 30 years’ experience in the John Carter property industry. MBA (Syd), BappSc (Property Resource Mgmt) (UniSA), AAPI, GAICD Mr Zipfinger was formerly a partner in the Property, Construction & Environment practice of the Sydney office Mr John Carter has over 30 years’ experience in real estate of Mallesons Stephen Jaques where he specialised in and financial markets. In 2004 Mr Carter established Mill property investment and development. Mr Zipfinger Hill Capital to pursue investment opportunities in Real was also the chairman of Mallesons Stephen Jaques Estate, Agriculture and Equities. from 1 February 2005 until 30 June 2010. Prior to this Prior to this Mr Carter was managing director, co-head of appointment, he completed over 5 years in various roles Equities and on the Australian Executive Committee for as a managing partner with the firm. UBS in Australasia from 2001 to 2004. Mr Zipfinger is a member of the Australian Institute of From 1991 – 2001 Mr Carter was head of property and Company Directors. He is also a member of the Executive head of real estate research at UBS. While at UBS, John Committee of the St Joseph’s College Indigenous Fund, a led over $10 billion of M&A and $20 billion of capital raising member of the Board of the Melbourne Business School, transactions for Australia’s leading companies including a council member to Macquarie University and a director Colonial, Westfield, Stockland, GPT, Mirvac, AMP, of the Australian Youth Orchestra. He is the president of Multiplex, Macquarie Airports and Bankers Trust. the Ski Lodges Association of Perisher, Smiggins and Guthega Inc. Prior to UBS Mr Carter was involved in commercial real estate at two international real estate consultancy groups. Mr Zipfinger is a non-executive director of Galileo Japan Trust and is the chairman of the Investor Representative Committee of AMP Capital Wholesale Office Fund and chairman of the Investor Representative Committee of AMP Capital Wholesale Shopping Centre Fund. Mr Zipfinger is also a non-executive director of MHPF Premium Farms (Holdings) Pty Ltd and of the Northcare Foundation.

Page 54

Guy Farrands

Grad Dip Man, FAPI, MAICD

Clem Salwin

BA (Honours)

Mr Guy Farrands has over 30 years’ experience in Mr Clem Salwin has over 25 years’ experience

direct and listed property markets both in Australia and across real estate funds, investment, management, internationally and across commercial, retail, industrial, development, investment banking and corporate residential and retirement asset classes. He was managing management. director and CEO of GEO Property Group (now Villa World

Limited) between 2007 and 2011. Previously Mr Farrands He was most recently the Acting CEO of Valad was CEO of Valad Property Group between 2005 and Property Group, formerly an ASX-listed REIT, with 2007, departing prior to Valad’s acquisition of Crownstone/ operations across Australia and Europe. Scarborough. Prior to that Mr Farrands was head of

corporate development and investor relations for Valad. Prior to Valad, Mr Salwin was a real estate investment Mr Farrands’ former roles included division director of banker with UBS, based both in Australia and Japan.

the real estate division of Macquarie Bank’s Investment Before then, he was with Bankers Trust Australia,

Banking Group where he managed IPOs, equity raisings responsible for real estate funds management. and mergers and acquisitions, associate director and joint head of property for Heine Management Limited and Mr Salwin was appointed as Managing Director

Manager in the Investment Sales Department at Jones and Chief Executive Officer of Aspen Group from

Lang LaSalle. 1 July 2013. Mr Farrands is currently employed by Viva Energy. 6.7.4 Directors’ fees Reg Gillard The constitutions of AGL and AFML (as responsible

BA FCPA, FAICD, JP entity of APT) and the Listing Rules require that the aggregate remuneration of non-executive directors Mr Reg Gillard brings over 30 years’ experience in accounting and corporate finance to the Board. must be determined from time to time by a general He has extensive experience and significant expertise meeting. The last determination was at the annual general meeting held at the 2010 AGM when Aspen in the evaluation and acquisition of businesses Group securityholders approved an aggregate requiring development capital, initial public offerings, remuneration limit of $700,000 per year. This amount rights issues and placements, together with ongoing represents a limit on non-executive directors’ total funding, corporate governance and compliance fees and does not represent the actual fees to be issues of listed public companies. paid to non-executive directors. Mr Gillard is a non-executive director of APPML and Mr Reg Gillard receives a fee in his role as director of holds several other non-executive directorships of APPML, however, following his intended resignation ASX-listed companies, including Platina Resources on implementation of the Merger, it is not intended Ltd and Perseus Mining Ltd. He has developed close that APPML directors will receive a fee. All director working arrangements with a number of substantial Australian and international investment funds and has fees in the Merged Group will be paid by AGL. been responsible for, and involved with, the funding The aggregate remuneration limit and fee structure of several listed public companies. are reviewed annually. When undertaking the annual review process the Merged Group Board may Mr Gillard is a Registered Company Auditor, Justice of the Peace, a Fellow of the Certified Practicing consider advice from its external consultants, which Accountants of Australia, a Fellow of the Australian includes a comparison of the fees paid to nonexecutive directors of other comparable Australian Institute of Company Directors and a Licensed Real Real Estate Investment Trusts (A-REITs). Estate Agent. Mr Gillard was the founding chairman of Aspen Group and resigned as a director of AFML on 30 April 2012. Mr Gillard has announced his intention to retire on implementation of the Merger.

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

6.8 Senior management of the Merged Group

==> picture [516 x 544] intentionally omitted <==

----- Start of picture text -----

The APPF Board and the Aspen Group Board have agreed
on the executive team that would have management
responsibility of the Merged Group. The team is consistent
with the existing executive management team of Aspen
Group, which is in turn consistent with the management
team of AFML, which is the Manager of APPF, and is the
responsibility entity of APT and APT.
The structure of the executive management team is set out
in the diagram below.
Leadership team
Clem Salwin
Chief Executive Officer
Adam Marrs Ekamper Brett Summers Jeannine Rheinberger Marie Barter Catherine McMahon
Chief Financial Officer Head of Asset National Sales and Head of Operations Head of Human
Management Marketing Manager Resources
Mandy Chiang
Company Secretary /
Compliance
Senior management biographies
Clem Salwin Brett Summers
Chief Executive Officer Head of Asset Management
See Section 6.7.3. Mr Brett Summers leads the Asset Management team
for Aspen Group which oversees the acquisition and
disposal of properties along with all major development
Adam Marrs Ekamper
Chief Financial Officer activities within the group’s assets.
He has over 13 years’ experience in the financial and
Mr Adam Marrs Ekamper is presently the Chief Financial
Officer for Aspen Group and oversees the management development sector and has been with Aspen since
accounting, statutory reporting, corporate finance, early 2015. Prior to joining Aspen, Mr Summers worked
within leading property companies Macquarie Bank
information technology and company secretarial functions.
and Lend Lease, responsible for the delivery of multiple
He has over 14 years’ experience in finance roles across projects across numerous states and countries. With
real estate development, investment, funds management primary expertise in residential master planned estates,
and tax advisory and has been with Aspen Group Mr Summers’s prior roles have provided experience
since 2008. Prior to joining Aspen Group, Mr Marrs across a diverse range of residential projects from golf
Ekamper has held roles in both public tax practice and course estates to apartments and retail facilities with
property investment. completion values ranging from $5m to $700m.
Mr Marrs Ekamper is a member of CPA Australia, Mr Summers has extensive experience in the initial stages
and holds a Bachelor of Commerce (Accounting and of project conception through to launching major projects
Management) and a Masters in Business (Property). and managing the delivery and sales phases, as well as
Superseded Draft Disclosure Document
----- End of picture text -----

Mr Summers has extensive experience in the initial stages of project conception through to launching major projects and managing the delivery and sales phases, as well as a thorough understating of financial outcomes, market drivers and the development process.

Page 56

Mandy Chiang

Marie Barter

Head of Operations

Company Secretary

Ms Marie Barter joined Aspen in October 2015 with Ms Mandy Chiang has over 18 years of company secretarial over 30 years’ experience in the hospitality and real experience including having worked at MLC and Brookfield estate industries. Prior to emigrating to Australia in 2008, Australia Group prior to joining Aspen in February 2015. Ms Barter held a variety of senior management roles in Ms Chiang is a Fellow member of Governance Institute of the student accommodation sector, including Regional Australia. She holds a Bachelor of Arts (Hons) Accountancy Manager, Business Development Manager and Managing Degree and a Master of Business Law Degree. Director of UNITE PLC, a FTSE 250 business with over 35,000 student beds throughout the UK. Since 2008, after her role as the first CEO of Urbanest 6.9 Continuous disclosure Student Accommodation, Ms Barter moved into the 6.9.1 Information available from the ASX and ASIC resources sector as Executive General Manager (APAC Operations) at Civeo (formerly The MAC), opening and Both APPF and Aspen Group are “disclosing entities” under managing accommodation villages for blue chip resources the Corporations Act and are subject to regular reporting companies throughout Australia. and disclosure obligations under the Corporations Act. Aspen Group is subject to additional obligations under the Ms Barter holds a Bachelor of Arts degree in Food Listing Rules. These obligations require Aspen Group to notify and Accommodation Studies; a Masters degree in the ASX of information about specified matters and events Management with Marketing; and a Global Executive as they occur for the purpose of making that information MBA from Trium (a consortium of London School of available to the market. In particular, Aspen Group has an Economics, NYU Stern, and HEC Paris). obligation (subject to limited exceptions) to notify the ASX immediately on becoming aware of any information which Jeannine Rheinberger a reasonable person would expect to have a material National Sales and Marketing Manager effect on the price or value of Aspen Group securities. Copies of documents lodged with the ASX are available at Mrs Jeannine Rheinberger currently holds the position of www.asx.com.au. Copies of documents lodged with ASIC National Sales and Marketing Manager, overseeing revenue may be obtained from, or inspected at, an ASIC office. management, business development and all aspects of marketing including offline and digital marketing. As the Merged Group would be listed on the ASX, the Merged Group will be subject to the same continuous She brings over 20 years of experience across all disclosure requirements as Aspen Group under the aspects of the accommodation industry including Corporations Act and the Listing Rules. operations, business development, sales and marketing. Prior to joining Aspen, Mrs Rheinberger’s experience 6.9.2 Information available from includes 12 years of sales and marketing leadership roles within Mirvac Hotel & Resorts flagship brands, which APPF and Aspen Group then became part of Accor. APPF and Aspen Group make the following documents available to securityholders: Mrs Rheinberger has a Post-Graduate degree in Marketing and Management from Macquarie Graduate • the Annual Report of each of APPF and Aspen Group School of Management most recently lodged with ASIC; • any half-year financial report for APPF or Aspen Group Catherine Mcmahon subsequently lodged with ASIC between the date of the Head of Human Resources relevant Annual Report and the date of this Explanatory Memorandum; Mrs Catherine McMahon is the Head of Human Resources • any continuous disclosure notices given by APPF for Aspen Group and oversees the talent strategy for the or Aspen Group from the date of this Explanatory organisation, leading programs to ensure the attraction, Memorandum; and engagement, development and retention of employees. • each document incorporated by reference in this She joined Aspen in April 2015 and brings with her over Explanatory Memorandum. 20 years’ experience working within human resources. Prior to joining Aspen, Mrs McMahon spent 8 years These documents will be made available: working within a large multi-national organisation as • For inspection at the registered office of the Director of Human Resources, leading organisational APPF Entities and the Aspen Group Entities at change programs, improving employee engagement, Level 18, 9 Hunter Street, Sydney, NSW, 2000 productivity and retention levels, introducing leadership (between 9:00am and 5:00pm on Business Days); development and succession planning programs, • at www.aspenfunds.com.au/funds and at and improving employee effectiveness through talent analytics. Mrs McMahon has worked across a variety of www.aspengroup.com.au; and industries including pharmaceutical and medical devices, • on request free of charge by calling the Merger technology, business equipment and customer service. Information Line on 1300 365 969 (within Australia)

• on request free of charge by calling the Merger Information Line on 1300 365 969 (within Australia) or +61 1300 365 969 (outside of Australia) between 8:30am and 5:30pm (Sydney time) Monday to Friday.

Mrs McMahon is a member of the HR Directors Forum and the Australian Human Resources Institute.

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

7. Portfolio Overview of the Merged Group

Portfolio Summary

==> picture [596 x 692] intentionally omitted <==

----- Start of picture text -----

|||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
|Number of|Value|%|Number|
|properties|($m)|overall|of sites|
|Mixed residential/short stay|15|143|57%|3,459|
|100% short stay|4|46|19%|523|
|100% residential|2|19|7%|260|
|Resource – AKV worker facility|1|22|9%|180|
|Resource – other parks|4|20|8%|923|
|Total|26|250|100%|5,345|
|[Aspen Group asset]|
|[Resource property]|
|Queensland|
|Carrying|Cap rate|
|Property|value ($m)|(%)|
|16|19|17|1|Australiana|6.0|11.3|
|18|
|New South Wales|
|Carrying|Cap rate|
|1|Property|value ($m)|(%)|
|2|Ballina|17.2|9.0|
|2|3|Dubbo|11.3|10.2|
|25|
|4|Four Lanterns|8.0|8.3|
|202322|26|3|115|5|Harrington|8.3|13.0|
|21|24|4|9|6|Horseshoe|8.5|12.8|
|8|6|7|7|Maiden’s Inn|15.0|12.2|
|15|13|
|10|8|Shady River|5.8|12.7|
|12|9|Tomago|11.2|9.3|
|14|
|10|Twofold Bay|6.5|10.3|
|Western Australia|11|Wallamba River|9.1|9.9|
|Carrying|Cap rate|Total/Average|100.9|12.0|
|Property|value ($m)|(%)|
|16|Balmoral|1.2|10.8|
|Victoria|
|17|Cooke Point|8.1|36.2|
|Carrying|Cap rate|
|18|Karratha Village|22.0|14.7|South Australia|Property|value ($m)|(%)|
|19|Pilbara|7.9|16.5|Carrying|Cap rate|12|Ashley|20.3|10.3|
|20|Coogee Beach|6.5|19.2|Property|value ($m)|(%)|Gardens|
|21|Mandurah|10.7|9.3|24|Adelaide|9.3|10.5|13|Boathaven|7.8|15.1|
|22|Perth Vineyards|14.7|10.9|25|Myall Grove|2.7|16.8|14|Geelong|3.2|23.0|
|23|Woodman Point|13.0|11.5|26|Port Augusta|5.7|13.8|15|Yarraby|10.2|11.3|
|Total/Average|84.1|17.4|Total/Average|17.7|12.5|Total/Average|41.5|12.4|
|Page|58|

----- End of picture text -----

7.1 Adelaide Caravan Park – Adelaide, South Australia

	7.1 Adelaide Caravan Park – Adelaide, South Australia
Su	Adelaide Caravan Park is located 3km from the centre of the Adelaide CBD and within walking distance to the Adelaide Zoo and Adelaide Oval. The park focuses on short stay tourist accommodation, offering cabins and powered/ unpowered caravan sites. Facilities include a swimming pool, outdoor barbecue area and access to the River Torrens Linear Park adjacent to the facility. Date acquired October 2015 Tenure Freehold Date of lease expiry N/A Land area 1.5 Ha Total sites 76 Carrying value $9.3m Capitalisation rate 10.50% Accommodation type Tourism 7.2 Aspen Karratha Village – Karratha, Western Australia Located in the Pilbara region of Western Australia, 18km from the city of Dampier and in close proximity to two other Aspen Parks. The park solely focuses on worker accommodation and currently has a contract in place for 83% of the Park until January 2018. Date acquired 8 August 2008 Tenure Freehold Date of lease expiry N/A Land area 2.9 Ha Total sites 180 Carrying value $22.0 Capitalisation rate 14.70% Accommodation type Resource 7.3 Ashley Gardens Holiday Village – Melbourne, Victoria Ashley Gardens Holiday Village is located in Braybrook, 10km north-west of the Melbourne CBD. The park offers cabin, caravan and camping accommodation for short stay tourists. Ashley Gardens Holiday Village provides a value-for-money alternative to city lodging and is popular with family customers. Facilities include a swimming pool, tennis court and recreation room. Planning is in place to add 12 additional cabins to the property. Date acquired May 2007 Tenure Freehold Date of lease expiry N/A Land area 4.4 Ha Total sites 166 Carrying value $20.3m Capitalisation rate 10.25% Accommodation type Tourism perseded Draft Disclosure Document

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

7.4 Australiana Top Tourist Park –
Hervey Bay, Queensland
Australiana Top Tourist Park is located in Hervey Bay, 297km north of Brisbane.
The park is home to permanent residents and offers cabins, caravan, and camping sites for short stay tourists. Facilities include an outdoor barbecue area, playground equipment and a recreation room. Date acquired March 2015 Tenure Freehold Date of lease expiry N/A Land area 2.4 Ha Total sites 107 Carrying value $6.0m Capitalisation rate 11.25% Accommodation type Mixed use 7.5 Ballina Lakeside Holiday Park – North Coast, New South Wales Ballina Lakeside Holiday Park is located on the New South Wales Far-North Coast, 30km south of Byron Bay and 190km south of Brisbane. Set alongside Shaw’s Bay Lake, the accommodation ranges across all budgets with bungalows, cabins and powered caravan and camping sites, each with waterfront options. Facilities available include a waterpark adjoining the swimming pool, games room and gymnasium Date acquired May 2015 Tenure Freehold/ Leasehold Date of lease expiry 31/12/31 Land area 2.8 Ha (F) + 2.6 Ha (L) Total sites 223 Carrying value $17.2m Capitalisation rate 9.02% Accommodation type Mixed use 7.6 Balmoral Holiday Park – Karratha, Western Australia Balmoral Holiday Park is centrally located in the town of Karratha, 18km from Dampier and 254km from Port Headland. The park is within 4km of another Aspen property, Pilbara Holiday Park. Historically, the park provided accommodation solutions to the resource sector. Facilities include a swimming pool, table tennis and a games room. Date acquired July 2004 Tenure Freehold/Leasehold Date of lease expiry 30/06/41 Land area 6.3 Ha (F) + 1.3 Ha (L) Superseded Draft Disclosure Document
Total sites 229
Carrying value $1.2m
Capitalisation rate 10.83%
Accommodation type Resource

Page 60

7.7 Boathaven Holiday Park – Ebden, Victoria

	7.7 Boathaven Holiday Park – Ebden, Victoria
Su	Boathaven Holiday Park is located near Albury/Wodonga on the border of New South Wales and Victoria, midway between Melbourne and Canberra. Accommodation is split between permanent and annual residents and short stay tourists. Facilities include a resort style pool, tennis court and a games room. Date acquired November 2007 Tenure Freehold/Leasehold Date of lease expiry 30/06/42 Land area 1.3 Ha (F) + 3.9 Ha (L) Total sites 194 Carrying value $7.8m Capitalisation rate 15.05% Accommodation type Mixed use 7.8 Coogee Beach Holiday Park – Fremantle, Western Australia Coogee Beach Holiday Park is located approximately 8km from Fremantle and 27km from the Perth CBD. The park is positioned within 5km of Woodman Point Holiday Park and within 60km of both Perth Vineyards Holiday Park and Mandurah Gardens Estate. The park offers both permanent residential and short stay tourist accommodation. Coogee Beach Holiday Park has direct access to Cockburn Sound. Date acquired July 2004 Tenure Leasehold Date of lease expiry 30/06/17 Land area 4.4 Ha Total sites 180 Carrying value $6.5m Capitalisation rate 19.23% Accommodation type Mixed use 7.9 Cooke Point Holiday Park – Port Hedland, Western Australia Cooke Point Holiday Park is a coastal property overlooking Pretty Pool Inlet at Port Hedland, Western Australia. The park is located approximately 239km from Karratha. The park offers a variety of cabin and campsite options for short stay tourists. Facilities include a swimming pool, playground, and reading room. Date acquired 23 July 2004 Tenure Leasehold Date of lease expiry 19/03/22 Land area 3.6 Ha Total sites 207 Carrying value $8.1m Capitalisation rate 36.20% Accommodation type Resource perseded Draft Disclosure Document
	pe

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

7.10 Dubbo Parklands – Dubbo, New South Wales

Dubbo Parklands is located in close proximity to Taronga Western Plains Zoo,
a leading tourist destination, 393km from Sydney. This park is dedicated to tourism accommodation and attracts a cross-sector of short stay tourists visiting the zoo and the Dubbo region generally. Facilities available include bike tracks, heated outdoor swimming pool and playground equipment. Date acquired June 2013 Tenure Freehold Date of lease expiry N/A Land area 4.1 Ha Total sites 127 Carrying value $11.3m Capitalisation rate 10.20% Accommodation type Tourism 7.11 Four Lanterns Estate – Leppington, New South Wales Four Lanterns Estate is located within the Leppington Town Centre, part of the major South-Western Sydney growth corridor. The estate is 51km from the Sydney CBD and 16km from Liverpool City Centre. The immediate surrounding properties are predominantly rural residential holdings with notable development including a convenience strip retail centre adjoining the estate boundary. Planning is underway to add approximately 27 additional sites. Date acquired January 2015 Tenure Freehold Date of lease expiry N/A Land area 3.9 Ha Total sites 102 Carrying value $8.0m Capitalisation rate 8.25% Accommodation type MHE 7.12 Geelong Riverview Tourist Park – Geelong, Victoria Geelong Riverview Tourist Park is located in Geelong, a short drive from Victoria’s Great Ocean Road and Surf Coast, 85km south-west of the Melbourne CBD. The park accommodates both permanent residents and short stay tourists. Park facilities include outdoor barbecue, swimming pool and adventure playground equipment. Date acquired November 2007 Tenure Leasehold Date of lease expiry 20/02/32 Superseded Draft Disclosure Document
Land area 2.7 Ha
Total sites 111
Carrying value $3.2m
Capitalisation rate 23.00%
Accommodation type Mixed use

Page 62

7.13 Harrington Holiday Park – Mid-North Coast, New South Wales

Harrington Holiday Park is located on the New South Wales Mid-North Coast, 80km south of Port Macquarie and 51km north of the Merged Group’s Wallamba River Holiday Park. Harrington Holiday Park has a variety of cabin accommodation for annual tenants and short stay tourists as well as catering for the requirements of campers and caravaners. Facilities available include an inflatable trampoline, swimming pool and playground equipment. Date acquired December 2014 Tenure Leasehold Date of lease expiry 22/09/39 Land area 6.3 Ha Total sites 322 Carrying value $8.3m Capitalisation rate 12.98% Accommodation type Mixed use 7.14 Horseshoe Lagoon Holiday Park – Moama, New South Wales Horseshoe Lagoon Holiday Park is located in the Echuca/Moama region, near the New South Wales and Victoria border. The park is positioned within 20km of three other Merged Group parks – Maiden’s Inn Holiday Park, A Shady River Holiday Park and Yarraby Holiday Park. Historically the park’s cabins were let exclusively to annual tenants, providing a cheaper option to owning a holiday home. Date acquired April 2006 Tenure Freehold Date of lease expiry N/A Land area 13.3 Ha Total sites 320 Carrying value $8.5m Capitalisation rate 12.80% Accommodation type Mixed use 7.15 Maiden’s Inn Holiday Park – Moama, New South Wales Maiden’s Inn Holiday Park is located in the Echuca/Moama region, on the New South Wales bank of the Murray River on the border of New South Wales and Victoria. The park is within 20km of three other Merged Group properties – Horseshoe Lagoon Holiday Park, A Shady River Holiday Park and Yarraby Holiday Park. The park offers a range of accommodation options for permanent residents as well as short stay tourists. Facilities available include lagoon-style swimming pools and a tennis court. Date acquired November 2007

Date acquired Tenure	November 2007 Freehold
Date of lease expiry	N/A
Land area	15.4 Ha
Total sites	427
Carrying value	$15.0m
Capitalisation rate	12.20%
Accommodation type	Mixed use

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

7.16 Mandurah Gardens Estate – Mandurah, Western Australia

Mandurah Gardens Estate is situated within the regional city of Mandurah, approximately
65km south-west of the Perth CBD. The estate is also located within approximately 2km of Mandurah’s major shopping complexes, medical centre and hospital. The park is a community lifestyle village that provides modern and affordable retirement living. It offers long term tenancy and a vibrant community for individuals and couples over 55 years. Date acquired June 2015 Tenure Freehold Date of lease expiry N/A Land area 6.8 Ha Total sites 158 Carrying value $10.7m Capitalisation rate 9.25% Accommodation type MHE 7.17 Myall Grove Holiday Park – Roxby Downs, South Australia Myall Grove Holiday Park is located in Roxby Downs, 256km north-west of Port Augusta and 562km north-west of Adelaide. The park offers accommodation for permanent residents as well as cabins and powered sites for short stay tourists. Facilities include an outdoor barbecue area, playground equipment and a recreation room. Date acquired October 2007 Tenure Freehold Date of lease expiry N/A Land area 8.7 Ha Total sites 268 Carrying value $2.7m Capitalisation rate 16.75% Accommodation type Resource 7.18 Perth Vineyards Holiday Park – Perth, Western Australia Perth Vineyards Holiday Park is located 14km from the Perth CBD, close to Perth airport and in the heart of the Swan Valley wine region. Accommodation is split between permanent residents, annual tenants and short stay tourists. Facilities include a swimming pool, playground equipment and recreation room. Date acquired June 2004 Tenure Freehold Date of lease expiry N/A Land area 9.6 Ha Total sites 200 Superseded Draft Disclosure Document
Carrying value $14.7m
Capitalisation rate 10.91%
Accommodation type Mixed use

Page 64

7.19 Pilbara Holiday Park – Karratha, Western Australia

	7.19 Pilbara Holiday Park – Karratha, Western Australia
Su	Pilbara Holiday Park is located in the Pilbara region of Western Australia, 18km from the city of Dampier and in close proximity to two other Merged Group Parks, Balmoral Holiday Park and Aspen Karratha Village. Historically, the park provided accommodation to the resource sector. Pilbara Holiday Park offers cabins and camping facilities to short stay tourists. Facilities include a swimming pool, table tennis and playground equipment. Date acquired July 2004 Tenure Freehold Date of lease expiry N/A Land area 5.7 Ha Total sites 219 Carrying value $7.9m Capitalisation rate 16.45% Accommodation type Resource 7.20 Port Augusta Holiday Park – Port Augusta, South Australia Port Augusta Holiday Park is located in Port Augusta, 318km north-west from Adelaide. The park focuses on short stay tourist accommodation, offering cabin, caravan and camping sites. Facilities include a swimming pool, outdoor barbecue area and playground equipment. Date acquired August 2006 Tenure Freehold Date of lease expiry N/A Land area 5.1 Ha Total sites 154 Carrying value $5.7m Capitalisation rate 13.75% Accommodation type Tourism 7.21 A Shady River Holiday Park – Moama, New South Wales A Shady River Holiday Park is located in the twin towns of Echuca – Moama on the border of New South Wales and Victoria. The park is within 10km of three other Merged Group properties – Horseshoe Lagoon Holiday Park, Maiden’s Inn Holiday Park and Yarraby Holiday Park. The park offers accommodation for both permanent residents as well as cabins and powered sites for short stay tourists. Facilities available include a swimming pool, tennis court and recreation room. Date acquired November 2007 Tenure Freehold Date of lease expiry N/A Land area 10.7 Ha Total sites 146 Carrying value $5.8m Capitalisation rate 12.74% Accommodation type Mixed use perseded Draft Disclosure Document

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

7.22 Tomago Van Village – Newcastle, New South Wales

Located within the greater Newcastle region, 23km to the Newcastle CBD,
and 159km to the Sydney CBD. The park provides both long and short-term accommodation with additional development potential. Date acquired August 2015 Tenure Freehold Date of lease expiry N/A Land area 19.9 Ha Total sites 156 Carrying value $11.2m Capitalisation rate 9.30% Accommodation type Mixed use 7.23 Twofold Bay Beach Resort – Eden, New South Wales Twofold Bay Beach Resort is located in Eden on the New South Wales Sapphire Coast, 265km south-east of Canberra and 478km south of Sydney. The property has direct access to the beach. The park is home to permanent residents and annual tenants as well as catering to short stay tourists. Facilities include a swimming pool, tennis court and playground equipment. Date acquired July 2005 Tenure Freehold Date of lease expiry N/A Land area 6.7 Ha Total sites 314 Carrying value $6.5m Capitalisation rate 10.30% Accommodation type Mixed use 7.24 Wallamba River Holiday Park – North Coast, New South Wales Wallamba River Holiday Park is located on the New South Wales Mid-North Coast, 154km north of Newcastle. The park offers a range of accommodation for annual tenants as well as cabins and caravan sites for short stay tourists. Travellers can gain access to the Wallis Lake estuary system offering a number of water activities. Park facilities include a swimming pool, recreation room and playground equipment. Date acquired November 2005 Tenure Freehold Date of lease expiry N/A Land area 9.4 Ha Superseded Draft Disclosure Document
Total sites 269
Carrying value $9.1m
Capitalisation rate 9.85%
Accommodation type Mixed use

Page 66

7.25 Woodman Point Holiday Park – Fremantle, Western Australia

Woodman Point Holiday Park is located 10km from the historic port city of Fremantle and 30km southwest of the Perth CBD. The park is home to permanent residents as well as offering cabins, camping and caravan facilities to short stay tourists. The park is positioned within the Woodman Point regional nature reserve, with a range of nearby tourist destinations including Fremantle Prison, Adventure World and the Fremantle Markets. Facilities include a swimming pool, table tennis and pool table. Date acquired July 2004 Tenure Leasehold Date of lease expiry 18/08/35 Land area 8.2 Ha Total sites 245 Carrying value $13.0m Capitalisation rate 11.50% Accommodation type Mixed use 7.26 Yarraby Holiday Park – Echuca Village, Victoria Yarraby Holiday Park is located in the town of Echuca, on the Murray River on the border between Victoria and New South Wales. Predominantly a permanent residential and annual tenant park, the park also offers cabins, caravan and camping site accommodation for short stay tourists. Facilities include a games room, tennis court and an indoor heated pool. Date acquired October 2005 Tenure Freehold Date of lease expiry N/A Land area 9.4 Ha Total sites 245 Carrying value $10.2m Capitalisation rate 11.25% Accommodation type Mixed use

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

8. Financial Information

8.1 Introduction

Section 8 presents the following financial information for the Merged Group (collectively, the Pro Forma Financial Information): • the pro forma consolidated statement of financial position as at 30 June 2015; • the pro forma consolidated cashflow statement for the year ended 30 June 2015; • the pro forma consolidated income statement for the year ended 30 June 2015; and • the pro forma consolidated earnings forecast for the year ending 30 June 2016. This section also contains additional financial information for APPF and Aspen Group which is used to prepare the Merged Group financial information set out above, and sets out the principles on which these have been prepared. This information includes for each of APPF and Aspen Group, the consolidated and pro forma statements of financial position as at 30 June 2015 and the consolidated and pro forma income statements for the year ended 30 June 2015. Details of the last three years of financial information (being a consolidated statement of financial position, consolidated cashflow statement, and consolidated income statement) for both Aspen Group and APPF have also been included in Annexure H.

8.1.1 Basis of preparation

Explanation of certain non-IFRS financial measures

The historical Merged Group pro forma financial APPF and Aspen Group use certain measures to manage information is based on the respective annual financial and report on their business that are not recognised statements of APPF and Aspen Group for the year under Australian Accounting Standards. These measures ended 30 June 2015, both of which has been audited are collectively referred to as non-IFRS measures under by PricewaterhouseCoopers Securities Ltd (PwCS). Regulatory Guide 230 ‘Disclosing non-IFRS financial The Pro Forma Financial Information has been prepared information’ published by ASIC. The principal non-IFRS in accordance with the recognition and measurement financial measures that are referred to in this Explanatory principles of Australian Accounting Standards and the Memorandum are as follows: accounting policies detailed in Section 8.11. • Underlying profit/(loss) – Underlying profit is a The accounting policies of the Merged Group going non-IFRS measure that is designed to present, in the forward will be the same as the common accounting opinion of the directors, the results from the ongoing policies of APPF and Aspen Group. operating activities of APPF, Aspen Group and the Merged Group in a way that appropriately reflects The financial information is presented in an abbreviated their underlying performance. Underlying profit form insofar as it does not include all of the presentation reflects the way that the business is managed and disclosures, statements or comparative information as how the directors assess performance. required by Australian Accounting Standards applicable to annual general purpose financial reports prepared in Underlying profit excludes costs that are outside the accordance with the Corporations Act. course of APPF’s, Aspen Group’s, and the Merged The financial statements for the Aspen Group were Group’s core, ongoing business activities, or non-cash transactions recorded during the period for statutory prepared at 30 June 2015 on the basis that it controlled reporting purposes. These costs, collectively, include APPF from 10 October 2014. This resulted in Aspen Group’s financial statements for the year ended 30 June administration & restructuring expenses; net change in fair value of property, plant and equipment; 2015 including the consolidation of APPF. In addition, Aspen Group also consolidates five unlisted companies mark-to-market movements on interest rate swaps; and acquisition costs capitalised to NAV (which are that it holds equity interest of between 43% – 75%. These considered below). unlisted companies were consolidated from 1 July 2012, and as a result of losses incurred within these unlisted Within the Explanatory Memorandum, historic companies, Aspen Group recognises negative minority consolidated income statements, and earnings, are interests of $19.1 million as at 30 June 2015 in respect to presented with depreciation expense being included these unlisted companies. as an underlying expense. A detailed explanation of the treatment of the Merger for • Unrecognised goodwill – APPF, Aspen Group and accounting purposes has been included in Section 8.4.2. the Merged Group recognise all accommodation properties as a combination of property, plant Statement of financial position and equipment and goodwill. When independent The carrying values of APPF’s and Aspen Group’s assets valuations are obtained on properties, increases in and liabilities have been reviewed as at 30 June 2015, the fair value of accommodation properties are firstly including the carrying value of investment properties and recognised against property plant and equipment, to interest rate derivatives. Other than as disclosed in this the extent that capital expenditure on accommodation Section 8, there have been no material transactions or net properties has occurred since the last independent fair value movements which would require the pro forma valuation. Any fair value increase in excess of the value consolidated statement of financial position to be updated. of capital expenditure that has occurred since the last independent valuation (if applicable) is deemed to be Income statement an increase in goodwill. The Merged Group pro forma consolidated income As goodwill is unable to be revalued up (only down), statement for the year ended 30 June 2015, and the the fair value of goodwill in excess of carrying value earnings forecast for the year ending 30 June 2016, is not recognised in the Consolidated Statement aggregate related income and expense items to provide of Financial Position. The fair value of goodwill on a more readily comprehensible and comparable measure accommodation properties in excess of carrying of the earnings composition of the entities in the Merged value is instead included in determining the Net Asset Group. The APPF Board and the Aspen Group Board Value (NAV) of the underlying properties which, in the are not aware of any material events other than those opinion of the directors, represents the full fair value of disclosed in this Section 8 which would undermine the the properties. reasonableness of the reported pro forma consolidated A reconciliation of the Merged Group’s independent income statement or the earnings forecast. valuations of accommodation properties, against the combined carrying value of the Merged Group’s property, plant and equipment, goodwill and unrecognised goodwill, has been included in Section 8.4.3.

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

• Acquisition costs capitalised into NAV – As a • The rotation of properties for independent valuation result of the classification of the property portfolio will be determined, with the general objective that as property, plant and equipment, some costs at least one third of properties (by percentage of associated with the acquisition of new properties are the market value of the portfolio, not by number of capitalised upon recognition but subsequently not properties) held by an entity being independently considered in determining the fair value of property valued annually; assets for statutory reporting purposes. These costs • In some situations, finance facilities may require more are capitalised only to the extent that Aspen believes regular independent valuations. In a case where the it can add value in the near term (e.g. 12 – 18 months) financier requests such a valuation of an asset, this to support the acquisition costs incurred. The carrying valuation may also be used to update the carrying value of capitalised acquisition costs are assessed value of an asset, subject to the directors’ approval each reporting date for impairment indicators. of the valuation; In the opinion of the directors the capitalised • Finance facility providers will generally have a acquisition costs form a part of the net assets of panel of approved valuers. Under this policy, for APPF, Aspen Group and the Merged Group and are the purposes of consistency and efficiency, valuers included in determining the NAV. from the financier’s approved panel will generally be

• • Net Asset Value (NAV) – The Net Asset Value of engaged for independent valuations. In circumstances where there are logistical, technical or geographic

• Aspen Group and APPF and the NAV per security are impediments to engagement of a valuer from the

• determined having made the above two adjustments to financier’s approved panel, an alternative valuer may

• the net assets per the statement of financial position. be engaged;

• A further adjustment in respect of the non-controlling interest is made in respect of Aspen Group. • No independent valuation firm (except in

• • Gearing – The gearing levels have been calculated circumstances where there are logistical, technical or geographical grounds to do so) should be engaged

• based on the interest bearing loans and borrowings, to perform valuations more than three times in

• net of cash and cash equivalents, as a percentage of succession or over 6 years on the same property;

• total assets, net of cash and cash equivalents.

• • Payout Ratio – This is the proportion of underlying • All valuation instructions shall be issued in writing, authorised by Aspen Group’s CEO or Chief Financial

• earnings paid out as distributions or dividends, Officer, or by either Aspen Group’s or APPF’s financier;

• expressed as a percentage of total underlying earnings. • the carrying values of all properties shall be reviewed at least every 6 months by the directors of Aspen Group or APPF, in line with the statutory reporting

• 8.2 Investigating Accountant’s review periods of 30 June and 31 December; PwCS has reviewed the financial information contained in • on a quarterly basis management will assess all this Explanatory Memorandum in its capacity as Investigating properties to determine if there is a basis to suspect Accountant, including the assumptions contained in this a significant or material movement in valuation. In this Section 8, and has prepared a report on the preparation event a recommendation must be provided to the of this financial information and the reasonableness of the directors of Aspen Group or APPF; and underlying assumptions. This Investigating Accountant’s • if the directors of Aspen Group or APPF consider that Report is set out in Annexure B. there has been a significant or material change in the factors that affect a valuation, they shall as soon as practical (and within two months of the directors taking

• 8.3 Valuation policy such a view) take one of the following actions:

• Aspen Group and APPF apply a common valuation – require that an independent valuation be

• policy to each of their property assets, and this valuation undertaken; or

• policy is intended to be adopted by the Merged Group. The valuation policy meets all ASIC Regulatory Guide 46 – perform a directors’ valuation based on the benchmark conditions. assessment of the fair value of the asset, taking into account input and recommendations from

• The policy ensures a consistent framework is applied to management which will include property cashflow property valuations. projection valuation models. The policy applies to items classified in accordance with Securityholders can obtain a copy of the accounting standards as property plant and equipment, valuation policy, free of charge, from the website assets held for sale, goodwill or investment property. www.aspenfunds.com.au/funds or by calling the Merger Key principles of the policy are: Information Line on 1300 365 969 (within Australia) • all properties shall have an independent valuation or +61 1300 365 969 (outside of Australia) between prior to acquisition; 8:30am and 5:30pm (Sydney time).

• all properties are to be valued on a going concern, walk in-walk out basis at least every three years by an independent valuer who is registered or licensed to perform valuations;

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8.4 Statements of financial position as at 30 June 2015

8.4.1 APPF pro forma consolidated statement of financial position as at 30 June 2015

Su	The APPF pro forma consolidated statement of fnancial position as at 30 June 2015 is set out below. It has been extracted from APPF’s audited 30 June 2015 fnancial statements and incorporates the pro forma adjustments that follow. APPF Pro forma adjustments APPF pro forma 30 June 2015 $’000 30 June 2015 $’000 30 June 2015 $’000 ment
	Assets Current assets Cash and cash equivalents (including term deposits) 1,789 – 1,789 Assets classifed as held for sale 34,171 (34,171) – Other current assets 2,949 (99) 2,850 ocu
	Total current assets 38,909 (34,270) 4,639
	Non-current assets Property, Plant and Equipment 172,855 – 172,855 Goodwill 7,187 – 7,187 Total non-current assets 180,042 – 180,042 ure
	Total assets 218,951 (34,270) 184,681
	Liabilities Current liabilities Trade & other payables 9,111 – 9,111 Interest bearing loans and borrowings 15,800 (15,800) – Provisions 1,821 (1,124) 697 Other current liabilities 2,071 (187) 1,884 Disclo
	Total current liabilities 28,803 (17,111) 11,692
	Non-current liabilities Interest bearing loans and borrowings 90,767 (17,159) 73,608 Other non-current liabilities 958 1,005 1,963 raft
	Total non-current liabilities 91,725 (16,154) 75,571
	Total liabilities 120,528 (33,265) 87,263
	Net assets 98,423 (1,005) 97,418
	Equity Issued capital 222,559 – 222,559 Retained earnings 17,736 (1,005) 16,731 Reserves (141,872) – (141,872) de
	Total equityattributable to APPF securityholders 98,423 (1,005) 97,418
	Non-controllinginterest – – –
	Total equity 98,423 (1,005) 97,418
	Key balance sheet metrics APPF securities on issue (‘000) 232,636 232,636 Net asset per statement of fnancial position 98,423 97,418 Acquisition costs capitalised into NAV 1,337 1,337 Unrecognised goodwill 7,757 7,757 Net asset value 107,517 106,512 NAV per security ($) 0.4622 0.4578 Gearing (%) 46.3% 37.4% pe

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

Pro forma adjustments

The pro forma adjustments include:

• Settlement of all assets classified as held for sale at 30 June 2015. These assets were two resort parks (being Monkey Mia Dolphin Resort, and Ningaloo Reef Resort) as well as one short stay park (being Exmouth Cape Holiday Park) in the north-west region of Western Australia. Settlement of these occurred on 15 September 2015, and netted $34.2 million in proceeds, which were used to pay down interest bearing loans and borrowings totalling $33.0 million, and $1.2 million to settle provisions; and

• • Mark-to-market of interest rate swaps expense of $1.0 million from 1 July 2015 to 23 September 2015.

• As the pro forma adjustments pertain to FY16 events, any impact to the profit or loss has been included within Section 8.7.2, being the Consolidated earnings forecast for the year ending 30 June 2016. The NAV, NAV per security and gearing are calculated after the following adjustments: • Unrecognised goodwill in the Net Asset Value of $7.8 million, as described in Section 8.1.1; and

• • Acquisition costs capitalised into the Net Asset Value of $1.0 million, as described in Section 8.1.1

• After allowing for the pro forma adjustments, the NAV attributable to securityholders per APPF security declined from $0.4622 to $0.4578 per security and gearing reduces from 46.3% to 37.4%.

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8.4.2 Aspen Group pro forma consolidated statement of financial position as at 30 June 2015

The Aspen Group pro forma consolidated statement of financial position as at 30 June 2015 is set out below. It has been extracted from Aspen Group’s audited 30 June 2015 financial statements and incorporates the pro forma adjustments that follow.

Su	Aspen Group Pro forma adjustments Aspen Group pro forma 30 June 2015 $’000 30 June 2015 $’000 30 June 2015 $’000 ent
	Current assets Cash and cash equivalents (including term deposits) 23,250 (17,250) 6,000 Assets classifed as held for sale 108,485 (71,946) 36,539 Other assets 8,285 (99) 8,186 um
	Total current assets 140,020 (89,295) 50,725
	Non-current assets Property, Plant and Equipment 209,794 19,750 229,544 Goodwill 11,953 – 11,953 Other non-current assets 661 – 661 Do
	Total non-current assets 222,408 19,750 242,158
	Total assets 362,428 (69,545) 292,883
	Liabilities Current liabilities Trade & other payables 15,810 (5,093) 10,717 Liabilities of assets held for sale 602 – 602 Interest bearing loans and borrowings 33,070 (33,070) – Provisions 3,277 (1,124) 2,153 Other current liabilities 3,359 (187) 3,172 isclosu
	Total current liabilities 56,118 (39,474) 16,644
	Non-current liabilities Interest bearing loans and borrowings 108,821 (28,459) 80,362 Other non-current liabilities 1,427 871 2,298 aft
	Total non-current liabilities 110,248 (27,588) 82,660
	Total Liabilities 166,366 (67,063) 99,303
	Net Assets 196,062 (2,482) 193,580
	Equity Issued capital 514,473 – 514,473 Retained earnings (357,179) (2,482) (359,661) Reserves 2,660 – 2,660 ded
	Total equityattributable to Aspen Groupsecurityholders 159,954 (2,482) 157,472
	Non-controllinginterest 36,108 – 36,108
	Total equity 196,062 (2,482) 193,580
	Key balance sheet metrics Aspen Group securities on issue (‘000) 113,161 113,161 113,161 Net asset per statement of fnancial position 196,062 (2,482) 193,580 Non-controlling interests relating to APPF (55,252) – (55,252) Acquisition costs capitalised into NAV 1,659 630 2,289 Unrecognised goodwill 50 – 50 Net asset value 142,519 (1,853) 140,667 NAV per security ($) 1.26 1.24 Gearing (%) 35.0% 25.9% per

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

Pro forma adjustments

• The pro forma adjustments of Aspen Group outlined above include: • Settlement of the northern component of the Spearwood industrial estate on 14 August 2015, netting $34.6 million in proceeds which were used to pay down interest bearing loans and borrowings;

• • Settlement of all remaining development assets in Aspen Development Fund No. 1 Pty Ltd in August 2015, netting $3.2 million in proceeds which were used to pay down interest bearing loans and borrowings;

• • Settlement of APPF’s assets classified as held for sale at 30 June 2015. These assets were two resort parks (being Monkey Mia Dolphin Resort, and Ningaloo Reef Resort) as well as one short stay park (being Exmouth Cape) in the north-west region of Western Australia. Settlement of these occurred on 15 September 2015, and netted $34.2 million in proceeds, which were used to pay down interest bearing loans and borrowings totalling $33.0 million, and $1.1m to settle provisions;

• • Acquisition of Tomago Van Village which settled on 19 August 2015 for $10.5 million, and Adelaide Caravan Park which settled on 21 October 2015 (both prices exclude acquisition costs). Of the total acquisition costs of $1.2m, $0.6m have been capitalised into Aspen Group’s NAV, as described in Section 8.1.1;

• • Payment of a 4.5 cents per share distribution to Aspen Group shareholders, totalling $5.093 million, which was provided for at 30 June 2015 and paid to securityholders on 25 August 2015; and

• • Breaking Aspen Group’s interest rate swap liability of $1.3 million, being the 30 June 2015 liability balance ($1.0 million) adjusted for the mark to market for the period from 1 July 2015 to 23 September 2015 of $0.3 million.

• As the pro forma adjustments pertain to FY16 events, any impact to the profit or loss has been included within Section 8.7.2, being the Consolidated earnings forecast for the year ending 30 June 2016. The NAV, NAV per security and gearing are calculated after the following adjustments: • Unrecognised goodwill in the Net Asset Value of $0.1 million, as described in Section 8.1.1

• • Acquisition costs capitalised into the Net Asset Value of $2.3 million, as described in Section 8.1.1

• After allowing for the pro forma adjustments, the NAV attributable to securityholders per Aspen Group security reduces from $1.26 to $1.24 (due to the forecast acquisition costs of $0.5m being written off as well as mark to market of interest rate swaps) and gearing reduces from 35.0% to 25.9%.

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8.4.3 Merged Group pro forma consolidated statement of financial position as at 30 June 2015

Su	The Merged Group pro forma consolidated statement of fnancial position as at 30 June 2015 is set out below. It is the combination of the APPF pro forma consolidated statement of fnancial position as at 30 June 2015 (Section 8.4.1) and the Aspen Group pro forma consolidated statement of fnancial position as at 30 June 2015 (Section 8.4.2), adjusted for necessary eliminations and adjustments arising from the consolidation under the Merger. These pro forma adjustments are detailed below. APPF pro forma Aspen Group pro forma Pro forma adjustments Merged Group pro forma 30 June 2015 $’000 30 June 2015 $’000 30 June 2015 $’000 30 June 2015 $’000 ment
	Current assets Cash and cash equivalents (including term deposits) 1,789 6,000 – 6,000 Assets classifed as held for sale – 36,539 – 36,539 Other assets 2,850 8,186 – 8,186 ocu
	Total current assets 4,639 50,725 – 50,725
	Non-current assets Property, Plant and Equipment 172,855 229,544 – 229,544 Goodwill 7,187 11,953 – 11,953 Other non-current assets – 661 – 661 re D
	Total non-current assets 180,042 242,158 – 242,158
	Total assets 184,681 292,883 – 292,883
	Liabilities Current liabilities Trade & other payables 9,111 10,717 – 10,717 Liabilities of assets held for sale – 602 – 602 Provisions 697 2,153 – 2,153 Other current liabilities 1,883 3,172 (827) 2,345 Disclo
	Total current liabilities 11,691 16,644 (827) 15,817
	Non-current liabilities Interest bearing loans and borrowings 73,608 80,362 41,597 121,959 Other non-current liabilities 1,963 2,298 (1,963) 335 aft
	Total non-current liabilities 75,572 82,660 39,634 122,293
	Total liabilities 87,263 99,303 38,807 138,110
	Net Assets 97,418 193,580 (38,807) 154,773
	Equity Issued capital 222,559 514,473 31,300 545,773 Retained earnings 16,731 (359,661) (14,855) (374,516) Reserves (141,872) 2,660 – 2,660 ded
	Total equityattributable to securityholders 97,418 157,472 16,445 173,917
	Non-controllinginterest – 36,108 (55,252) (19,144)
	Total equity 97,418 193,580 (38,807) 154,773
	Key balance sheet metrics Securities on issue (‘000) 232,636 113,161 29,139 139,300 Net asset per statement of fnancial position 97,418 193,580 (38,807) 154,773 Non-controlling interests relating to APPF – (55,252) 55,252 – Acquisition costs capitalised into NAV 1,337 2,289 776 3,065 Unrecognised goodwill 7,757 50 5,941 5,991 Net asset value 106,512 140,667 23,162 163,829 NAV 0.4578 1.24 1.18 Gearing (%) 37.4% 25.9% 39.2% pe

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

• A reconciliation of the Merged Group’s independent costs will be funded through interest bearing loans valuations of the accommodation portfolio against the and borrowings. Transaction costs include: combined carrying value of the Merged Group’s property, – $3.6 million of adviser and other restructuring plant and equipment, goodwill and unrecognised goodwill costs (reduction in retained earnings); is as follows: – $3.2 million to restructure existing interest

• $’000 rate swaps (reduction in other non-current liabilities); and

• Cumulative total of latest independent 187,425 valuations – $0.2 million of stamp duty (reduction in retained earnings).

• Fair value of goodwill above carrying value – (7,692) Coogee Beach d. Non-controlling interest: The Aspen Group’s non-controlling interest in APPF at 30 June 2015

• Cumulative total of differences between latest 252 of $55.3 million has been eliminated in full.

• independent valuations and directors' valuations The Merger of APPF and Aspen Group results in an

• Corporate office property, plant, and equipment 57 NAV of the Merged Group of $1.18 and gearing of the

• that is not subject to independent valuation Merged Group of 39.2%. Carrying value at 30 June 2015 180,042 Treatment of the Merger for accounting purposes As outlined in Section 8.1, Aspen Group consolidated

• Pro forma adjustments APPF on 10 October 2015. The consolidation of APPF at The pro forma adjustments of the Merged Group this time was accounted for as a business combination, outlined above include: with goodwill on the consolidation being recognised. • Cash consideration. The amount of cash used under As a result of this prior consolidation, no goodwill will be the Cash Option is assumed to be fully drawn to the recognised as a result of the Merger, with the accounting capped amount of $35.0 million, and funded through transactions that arise as a result of the Merger being new interest bearing loans and borrowings facilities; as follows:

• • Changes to balances comprising total equity: 1. All non-controlling interests within Aspen Group’s The Merger is treated as an equity transaction for financial statements in respect to APPF are accounting purposes, in accordance with Australian extinguished, by way of additional equity being Accounting Standards. The following adjustments to allotted. This results in a debit (reduction) in equity have been made: non-controlling interests, and a credit (increase) a. Issue of 29.1 million Aspen Group securities in issued capital. in accordance with the securities and cash A buy back of equity, to reflect any take up by APPF offer. For accounting purposes the issue of investors of the Cash Option. This results in a debit

• Aspen Group securities is recorded at their (reduction) in issued capital, and a credit (reduction)

• current market price (assumed in the pro forma in cash and cash equivalents.

• consolidated statement of financial position at $1.34715 despite the securities offer being based on Aspen Group’s NAV);

• b. The 30 June 2015 pro forma consolidated statement of financial position for APPF is assumed to approximate its fair value net asset value at transaction date; The difference between the current market price of the Aspen Group securities issued to APPF unitholders of $57.9 million in exchange for the control of APPF’s net assets attributable to non-controlling interests (external securityholders) of $55.3 million gives rise to a loss upon Merger of $2.6 million, which is recognised directly in equity (specifically in retained earnings) in accordance with Australian Accounting Standards;

• c. Transaction costs associated with the Merger in FY16 are estimated to be $7.0 million. $3.6 million of these costs have been treated as a reduction of equity (specifically in retained earnings) in accordance with Australian Accounting Standards, with the balance $3.2 million of transaction costs having already been recognised in other non-current liabilities as they relate to mark to mark losses on interest rate swaps. All transaction

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8.5 Cash flow statements for the year ended 30 June 2015

8.5.1 APPF pro forma cash flow statement for the year ended 30 June 2015

The APPF pro forma cash flow statement for the year ended 30 June 2015 is set out below. It has been extracted from APPF’s audited 30 June 2015 financial statements.

It has been extracted from APPF’s audited 30 June 2015 fnancial statements. APPF Pro forma adjustments APPF pro forma 30 June 2015 $’000 30 June 2015 $’000 30 June 2015 $’000 Cash fows from operating activities Receipts from customers 65,978 – 65,978 Payments to suppliers & employees (53,209) – (53,209) Borrowing costs (4,975) – (4,975) Interest received 81 – 81 Tax 502 – 502 Net cash fows from operatingactivities 8,377 – 8,377 Cash fows from investing activities Acquisition ofproperty, plant and equipment (35,133) – (35,133) Net cash fows from investingactivities (35,133) – (35,133) Cash fows from fnancing activities Proceeds from borrowings 45,425 – 45,425 Repayment of borrowings (49,018) – (49,018) Proceeds from the issue of stapled securities 41,212 – 41,212 Payments on redemption of stapled securities (6,000) – (6,000) Distribution paid (8,424) – (8,424) Payment of transaction costs (585) – (585) Net cash fows from fnancingactivities 22,610 – 22,610 Net cash fows (4,146) – (4,146) Superseded Draft Disclosure Document

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

8.5.2 Aspen Group pro forma consolidated cash flow statement for the year ended 30 June 2015 The Aspen Group pro forma consolidated cash flow statement for the year ended 30 June 2015 is set out below. It has been extracted from Aspen Group’s audited 30 June 2015 financial statements.

Aspen Group Pro forma adjustments Aspen Group pro forma 30 June 2015 $’000 30 June 2015 $’000 30 June 2015 $’000 Cash fows from operating activities Receipts from customers 76,310 – 76,310 Payments to suppliers & employees (67,028) – (67,028) Dividends received 230 – 230 Borrowing costs (7,289) – (7,289) Interest received 1,192 – 1,192 Net cash fows from operatingactivities 3,415 – 3,415 Cash fows from investing activities Proceeds from sale of investment properties 20,673 – 20,673 Proceeds from disposal of assets held for sale 18,393 – 18,393 Improvements to investment properties (1,031) – (1,031) Repayment of loan from third parties 3,000 – 3,000 Repayment of loan from Directors 2,150 – 2,150 Acquisition of property, plant and equipment (45,502) – (45,502) Acquisition of business (7,707) – (7,707) Acquisition of subsidiary, net of cash acquired (33,571) – (33,571) Cash invested in term deposits & restricted funds (2,834) – (2,834) Net cash fows from investingactivities (46,429) – (46,429) Cash fows from fnancing activities Proceeds from borrowings 68,304 – 68,304 Repayment of borrowings (20,150) – (20,150) Payments for securities buy-back (8,641) – (8,641) Distribution paid (10,441) – (10,441) Payment for securities bought back from non-controlling interests (5,786) – (5,786) Distributionpaid to non-controllinginterests (4,116) – (4,116) Net cash fows from fnancingactivities 19,170 – 19,170 Net cash fows (23,844) – (23,844) Superseded Draft Disclosure Document

Aspen Group Pro forma adjustments Aspen Group pro forma 30 June 2015 $’000 30 June 2015 $’000 30 June 2015 $’000 Cash fows from operating activities Receipts from customers 76,310 – 76,310 Payments to suppliers & employees (67,028) – (67,028) Dividends received 230 – 230 Borrowing costs (7,289) – (7,289) Interest received 1,192 – 1,192 Net cash fows from operatingactivities 3,415 – 3,415 Cash fows from investing activities Proceeds from sale of investment properties 20,673 – 20,673 Proceeds from disposal of assets held for sale 18,393 – 18,393 Improvements to investment properties (1,031) – (1,031) Repayment of loan from third parties 3,000 – 3,000 Repayment of loan from Directors 2,150 – 2,150 Acquisition of property, plant and equipment (45,502) – (45,502) Acquisition of business (7,707) – (7,707) Acquisition of subsidiary, net of cash acquired (33,571) – (33,571) Cash invested in term deposits & restricted funds (2,834) – (2,834) Net cash fows from investingactivities (46,429) – (46,429) Cash fows from fnancing activities Proceeds from borrowings 68,304 – 68,304 Repayment of borrowings (20,150) – (20,150) Payments for securities buy-back (8,641) – (8,641) Distribution paid (10,441) – (10,441) Payment for securities bought back from non-controlling interests (5,786) – (5,786) Distributionpaid to non-controllinginterests (4,116) – (4,116) Net cash fows from fnancingactivities 19,170 – 19,170 Net cash fows (23,844) – (23,844) Superseded Draft Disclosure Document

Page78

8.5.3 Merged Group pro forma consolidated cash flow statement for the year ended 30 June 2015

The Merged Group pro forma consolidated cash flow statement for the year ended 30 June 2015 is set out below. It is the combination of the APPF pro forma cash flow statement (Section 8.5.1) and the Aspen Group pro forma consolidated cash flow statement for the year ended 30 June 2015 (Section 8.5.2), adjusted for necessary eliminations and adjustments arising from the merger, as detailed below.

Su	arising from the merger, as detailed below. APPF Aspen Group Pro forma adjustments Merged Group pro forma FY15 $’000 FY15 $’000 FY15 $’000 FY15 $’000 ent
	Cash fows from operating activities Receipts from customers 65,978 76,310 16,159 92,469 Payments to suppliers & employees (53,209) (67,028) (11,472) (78,500) Dividends received – 230 (230) – Borrowing costs (4,975) (7,289) (1,182) (8,471) Interest received 81 1,192 28 1,220 Tax 502 – 502 502 Docum
	Net cash fows from operatingactivities 8,377 3,415 3,805 7,220
	Cash fows from investing activities Proceeds from sale of investment properties – 20,673 – 20,673 Proceeds from disposal of assets held for sale – 18,393 – 18,393 Improvements to investment properties – (1,031) – (1,031) Repayment of loan from third parties – 3,000 – 3,000 Repayment of loan from Directors – 2,150 – 2,150 Acquisition of property, plant and equipment (35,133) (45,502) (925) (46,427) Acquisition of business – (7,707) – (7,707) Acquisition of subsidiary, net of cash acquired – (33,571) – (33,571) Cash invested in term deposits & restricted funds – (2,834) – (2,834) Disclosure
	Net cash fows from investingactivities (35,133) (46,429) (925) (47,354)
	Cash fows from fnancing activities Proceeds from borrowings 45,425 68,304 – 68,304 Repayment of borrowings (49,018) (20,150) (2,500) (22,650) Payments for securities buy-back – (8,641) – (8,641) Payments from the issues of stapled securities 41,212 – – – Payments on redemption of stapled securities (6,000) – – – Distribution paid (8,424) (10,441) (5,757) (16,198) Payment for securities bought back from non-controlling interests – (5,786) (166) (5,952) Distribution paid to non-controlling interests – (4,116) 4,116 – Payment of transaction costs (585) – – – eded Draf
	Net cash fows from fnancingactivities 22,610 19,170 (4,307) 14,863
	Net cash fows (4,146) (23,844) (1,427) (25,271)
	Pro forma adjustments The pro forma adjustment of the Merged Group outlined above include the cash fows of APPF on a consolidated basis for the period 1 July 2014 to 30 June 2015, rather than from 10 October 2014, being the date that Aspen Group obtained control of APPF, to 30 June 2015. This includes the elimination of distributions received from APPF for the period 1 July 2014 to 10 October 2014 of $0.2 million. p

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

8.6 Income statements for the year ended 30 June 2015

8.6.1 APPF pro forma income statement for the year ended 30 June 2015

The APPF pro forma income statement for the year ended 30 June 2015 is set out below. It has been extracted from APPF’s audited 30 June 2015 financial statements. It reconciles the underlying profit/(loss) to the statutory profit/(loss). Underlying profit is a non-IFRS measure that is described in Section 8.1.1.

It has been extracted from APPF’s audited 30 June 2015 fnancial statements. It reconciles the underlying proft/(loss) to the statutory proft/(loss). Underlying proft is a non-IFRS measure that is described in Section 8.1.1. APPF Pro forma adjustments APPF pro forma FY15 $’000 FY15 $’000 FY15 $’000 Net property income 19,840 – 19,840 Net development income 294 – 294 Grossproft 20,134 – 20,134 Expenses Overhead expenses (4,704) – (4,704) Total expense (4,704) – (4,704) Other income 318 – 318 EBITDA 15,748 – 15,748 Net fnancing expense (4,125) – (4,125) Depreciation (6,911) – (6,911) Tax 22 – 22 Underlying proft/(loss) 4,734 4,734 Non-underlying items Administration & restructuring expenses (984) – (984) Net change in fair value (2,149) – (2,149) Mark-to-market of interest rate swaps (1,275) – (1,275) Acquisition costs (2,332) – (2,332) Loss from discontinued operations – assets held for sale (2,595) – (2,595) Other expenses (441) – (441) Total non-underlyingitems (9,776) – (9,776) Statutorynetproft/(loss) (5,042) – (5,042) Earnings per security (EPS) attributable to ordinary equity holders of the parent from continuingoperations Cents Securities on issue (‘000) 232,636 Underlying earnings per security (cents) 2.2 Statutory earnings per security (cents) (2.3) Distributionsper security (cents) 4.0 Refer to Section 8.1.1 for details as to what comprises underlying proft/(loss), and what is deemed to be a non-underlying item. In respect to non-underlying items included above: • Administration and restructuring expenses: This pertains to one off costs incurred in respect to relocating APPF’s corporate offce to Sydney. • Net change in fair value: This expense line includes revaluations of property, plant and equipment and goodwill, primarily in respect to accommodation properties. • Acquisition costs: All costs associated with the acquisition of accommodation properties, other than the land and business purchase price, have been expensed. This includes (but is not limited to) stamp duty, legal costs, acquisition fees payable to Aspen Group, and consultant costs. Superseded Draft Disclosure Document
• Other expenses: This expense line includes any expense of a non-underlying nature, which is not of a suffciently material
quantum to be disclosed in a separate line item. Examples of such expenses include transaction costs associated with the
Merger and which were expensed during FY15, and deductibles paid in respect to an insurance claim from a cyclone.

Page 80

8.6.2 Aspen Group pro forma consolidated income statement for the year ended 30 June 2015

The Aspen Group pro forma consolidated income statement for the year ended 30 June 2015 is set out below. It has been extracted from Aspen Group’s audited 30 June 2015 financial statements. It reconciles the underlying profit/(loss) to the statutory profit/(loss). Underlying profit is a non-IFRS measure that is described in Section 8.1.1.

Su	Aspen Group Pro forma adjustments Aspen Group pro forma FY15 $’000 FY15 $’000 FY15 $’000 ent
	Net property income 28,856 – 28,856 Net development income 294 – 294 m
	Grossproft 29,150 – 29,150
	Expenses Overhead expenses (10,816) – (10,816) c
	Total expense (10,816) – (10,816) Other income 471 – 471 Do
	EBITDA 18,805 – 18,805
	Net fnancing expense (4,614) – (4,614) Depreciation (5,009) – (5,009) Tax – – – re
	Underlying proft/(loss) 14,191 – 14,191
	Non-controllinginterest (4,020) – (4,020)
	Underlying proft/(loss)attributable to Aspen Groupsecurityholders 10,171 – 10,171
	Non-underlying items Other income 353 – 353 Change in fair value of investment properties & PPE (31,465) – (31,465) Administration & restructuring expenses (3,748) – (3,748) Mark-to-market of interest rate swaps (2,026) – (2,026) Other expenses (801) – (801) Change in fair value of assets held for sale (1,892) – (1,892) Share of proft/(loss of equity accounted investees 1,262 – 1,262 Acquisition costs (3,292) – (3,292) Loss from discontinued operations 703 – 703 Draft Discl
	Total non-underlyingitems (40,906) – (40,906)
	Non-controllinginterest 9,404 – 9,404
	Non Underlyingitems attributable to Aspen Groupsecurityholders (31,502) – (31,502)
	Statutorynetproft/(loss) (31,724) – (31,724)
	Non-controllinginterest 8,290 8,290
	Statutorynetproft/(loss)attributable to Aspen Groupsecurityholders (23,434) (23,434)
	Earnings per security (EPS) attributable to ordinary equity holders of the parent from continuingoperations Cents er
	Securities on issue (‘000) 113,161 Underlying earnings per security (cents) 7.1 Statutory earnings per security (cents) (20.7) Distributionsper security (cents) 9.0
	Refer to Section 8.1.1 for details as to what comprises underlying proft/(loss), and what is deemed to be a non-underlying item. In respect to non-underlying items included above:

• Administration and restructuring expenses: This pertains to one off costs incurred in respect to relocating Aspen Group and APPF’s corporate office to Sydney.

• Net change in fair value: This expense includes revaluations of property, plant and equipment and goodwill, primarily in respect to accommodation properties.

• Acquisition costs: All costs associated with the acquisition of accommodation properties, other than the land and business purchase price, have been expensed. This includes (but is not limited to) stamp duty, legal costs, and consultant costs.

• Other expenses: This expense includes any expense of a non-underlying nature, which is not of a sufficiently material quantum to be disclosed in a separate line item. Examples of such expenses include transaction costs associated with the Merger and which were expensed during FY15, and deductibles paid in respect to an insurance claim from a cyclone.

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

8.6.3 Merged Group pro forma consolidated income statement for the year ended 30 June 2015

The Merged Group pro forma consolidated income statement for the year ended 30 June 2015 is set out below. It is the combination of the APPF pro forma consolidated income (Section 8.6.1) and the Aspen Group pro forma consolidated income statement for the year ended 30 June 2015 (Section 8.6.2), adjusted for necessary eliminations and adjustments arising from Merger, as detailed below.

Merger, as detailed below. APPF Aspen Group Pro forma adjustments Merged Group pro forma FY15 $’000 FY15 $’000 FY15 $’000 FY15 $’000 Net property income 19,840 28,856 6,676 35,532 Net development income 294 294 – 294 Grossproft 20,134 29,150 6,676 35,826 Expenses Overhead expenses (4,704) (10,816) (1,493) (12,309) Other expenses – – – – Total expense (4,704) (10,816) (1,493) (12,309) Other income 318 471 – 471 EBITDA 15,748 18,805 5,183 23,988 Net fnancing expense (4,125) (4,614) (1,463) (6,077) Depreciation (6,911) (5,009) (1,902) (6,911) Tax 22 – – – Underlying proft/(loss) 4,734 9,182 1,818 11,000 Non-controllinginterest - (1,114) 1,114 - Underlying proft/(loss) attributable to Aspen Group securityholders 4,734 8,068 2,932 11,000 Non-underlying items Other income – 353 64 417 Change in fair value of investment properties & PPE (2,149) (31,465) 839 (30,626) Administration & restructuring expenses (984) (3,748) – (3,748) Mark-to-market of interest rate swaps (1,275) (2,026) 161 (1,865) Other expenses (441) (801) – (801) Change in fair value of assets held for sale – (1,892) – (1,892) Share of proft/(loss of equity accounted investees – 1,262 (1,262) – Acquisition costs (2,332) (3,292) – (3,292) Loss from discontinued operations (2,595) 703 – 703 Total non-underlyingitems (9,776) (40,906) (198) (41,104) Non-controllinginterest - 9,404 (9,404) - Non Underlying items attributable to Aspen Group securityholders (9,776) (31,502) (9,602) (41,104) Statutorynetproft/(loss) (5,042) (31,724) 1,620 (30,104) Non-controllinginterest – 8,290 (8,290) – Statutory net proft/(loss) attributable to Aspen Group securityholders (5,042) (23,434) (6,670) (30,104) Earnings per security (EPS) attributable to ordinary equity holders of the parent from continuing operations Securities on issue (‘000) 232,636 113,161 127,873 Superseded Draft Disclosure Document	Merger, as detailed below. APPF Aspen Group Pro forma adjustments Merged Group pro forma FY15 $’000 FY15 $’000 FY15 $’000 FY15 $’000 Net property income 19,840 28,856 6,676 35,532 Net development income 294 294 – 294 Grossproft 20,134 29,150 6,676 35,826 Expenses Overhead expenses (4,704) (10,816) (1,493) (12,309) Other expenses – – – – Total expense (4,704) (10,816) (1,493) (12,309) Other income 318 471 – 471 EBITDA 15,748 18,805 5,183 23,988 Net fnancing expense (4,125) (4,614) (1,463) (6,077) Depreciation (6,911) (5,009) (1,902) (6,911) Tax 22 – – – Underlying proft/(loss) 4,734 9,182 1,818 11,000 Non-controllinginterest - (1,114) 1,114 - Underlying proft/(loss) attributable to Aspen Group securityholders 4,734 8,068 2,932 11,000 Non-underlying items Other income – 353 64 417 Change in fair value of investment properties & PPE (2,149) (31,465) 839 (30,626) Administration & restructuring expenses (984) (3,748) – (3,748) Mark-to-market of interest rate swaps (1,275) (2,026) 161 (1,865) Other expenses (441) (801) – (801) Change in fair value of assets held for sale – (1,892) – (1,892) Share of proft/(loss of equity accounted investees – 1,262 (1,262) – Acquisition costs (2,332) (3,292) – (3,292) Loss from discontinued operations (2,595) 703 – 703 Total non-underlyingitems (9,776) (40,906) (198) (41,104) Non-controllinginterest - 9,404 (9,404) - Non Underlying items attributable to Aspen Group securityholders (9,776) (31,502) (9,602) (41,104) Statutorynetproft/(loss) (5,042) (31,724) 1,620 (30,104) Non-controllinginterest – 8,290 (8,290) – Statutory net proft/(loss) attributable to Aspen Group securityholders (5,042) (23,434) (6,670) (30,104) Earnings per security (EPS) attributable to ordinary equity holders of the parent from continuing operations Securities on issue (‘000) 232,636 113,161 127,873 Superseded Draft Disclosure Document	Merger, as detailed below. APPF Aspen Group Pro forma adjustments Merged Group pro forma FY15 $’000 FY15 $’000 FY15 $’000 FY15 $’000 Net property income 19,840 28,856 6,676 35,532 Net development income 294 294 – 294 Grossproft 20,134 29,150 6,676 35,826 Expenses Overhead expenses (4,704) (10,816) (1,493) (12,309) Other expenses – – – – Total expense (4,704) (10,816) (1,493) (12,309) Other income 318 471 – 471 EBITDA 15,748 18,805 5,183 23,988 Net fnancing expense (4,125) (4,614) (1,463) (6,077) Depreciation (6,911) (5,009) (1,902) (6,911) Tax 22 – – – Underlying proft/(loss) 4,734 9,182 1,818 11,000 Non-controllinginterest - (1,114) 1,114 - Underlying proft/(loss) attributable to Aspen Group securityholders 4,734 8,068 2,932 11,000 Non-underlying items Other income – 353 64 417 Change in fair value of investment properties & PPE (2,149) (31,465) 839 (30,626) Administration & restructuring expenses (984) (3,748) – (3,748) Mark-to-market of interest rate swaps (1,275) (2,026) 161 (1,865) Other expenses (441) (801) – (801) Change in fair value of assets held for sale – (1,892) – (1,892) Share of proft/(loss of equity accounted investees – 1,262 (1,262) – Acquisition costs (2,332) (3,292) – (3,292) Loss from discontinued operations (2,595) 703 – 703 Total non-underlyingitems (9,776) (40,906) (198) (41,104) Non-controllinginterest - 9,404 (9,404) - Non Underlying items attributable to Aspen Group securityholders (9,776) (31,502) (9,602) (41,104) Statutorynetproft/(loss) (5,042) (31,724) 1,620 (30,104) Non-controllinginterest – 8,290 (8,290) – Statutory net proft/(loss) attributable to Aspen Group securityholders (5,042) (23,434) (6,670) (30,104) Earnings per security (EPS) attributable to ordinary equity holders of the parent from continuing operations Securities on issue (‘000) 232,636 113,161 127,873 Superseded Draft Disclosure Document
Underlying earnings per security (cents) 2.2	7.1	8.6
Statutory earnings per security (cents) (2.3)	(20.7)	(23.5)
Distributionsper security (cents) 4.0	9.0	9.0

Page 82

Pro forma adjustments

The pro forma adjustments of the Merged Group outlined above include:

• The consolidation of APPF from 1 July 2014 rather than from 10 October 2014, being the date on which APPF was consolidated within the Aspen Group. This required the removal of equity accounted income of $1.3 million from APPF for the period 1 July 2014 to 10 October 2014, replaced by the impact of full consolidation of APPF for the same period in order to reflect the consolidated results for the period 1 July 2014 to 30 June 2015; and • The removal of all APPF non-controlling interests ($8.3 million statutory) for the period 10 October 2014 to 30 June 2015. The Merger of APPF and Aspen Group results in the pro forma 30 June 2015 consolidated underlying profit attributable to Merged Group securityholders increasing to $11.0 million (from $8.1m for Aspen Group securityholders, and $4.7m for APPF securityholders).

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

8.7 Merged Group earnings forecast for the year ending 30 June 2016

8.7.1 Basis of preparation

The Merged Group pro forma consolidated earnings forecast for the year ending 30 June 2016 assumes the Merger has been implemented on 15 December 2015 and comprises:

been implemented on 15 December 2015 and comprises: • APPF’s earnings forecast for the year ending 30 June 2016; • Aspen Group’s earnings forecast for the year ending 30 June 2016; and • Pro forma adjustments refecting impacts arising from implementing the Merger on 15 December 2015. 8.7.2 Consolidated earnings forecast for the year ending 30 June 2016 APPF Aspen Group Pro forma adjustments Merged Group pro forma FY16 $’000 FY16 $’000 FY16 $’000 FY16 $’000 Net property income 24,482 34,098 – 34,098 Net development income 2,652 3,232 89 3,321 Grossproft 27,134 37,330 89 37,419 Expenses Overhead expenses (7,053) (11,606) 904 (10,702) Other expenses – – – Total expense (7,053) (11,606) 904 (10,702) Other income – – – – EBITDA 20,081 25,724 993 26,717 Net fnancing expense (4,515) (4,812) (119) (4,931) Depreciation (5,224) (5,343) – (5,343) Tax – – – – Underlying proft/(loss) 10,342 15,569 874 16,443 Non-controllinginterest – (6,117) 6,117 – Underlying proft/(loss) attributable to Aspen Group securityholders 10,342 9,452 6,991 16,443 Non-underlying items Change in fair value of investment properties & PPE 600 600 – 600 Mark to market of interest rate swaps (1,005) (1,298) – (1,298) Loss from discontinued operations – (101) – (101) Transaction costs (691) (2,296) – (2,296) Total non-underlyingitems (1,096) (3,095) – (3,095) Netproft/(loss) 9,246 12,474 874 13,348 Non-controllinginterest – (5,734) 5,734 – Statutory proft attributable to Aspen Groupsecurityholders 9,246 6,740 6,608 13,348 Earnings per security (EPS) attributable to ordinary equityholders(cents) Total securities outstanding 232,636 113,161 139,300 Weighted securities on issue 225,013 113,161 127,873 Underlying earnings per security (cents) 4.6 8.4 12.9 Statutory earnings per security (cents) 4.3 6.6 10.4 Distributions per security (cents) 4.0 9.4 12.0 Superseded Draft Disclosure Document

Interest coverage ratio 4.72x 25.41x 6.55x

Page 84

• Development profits have been forecast on a propertyby-property basis. Key assumptions include:

Pro forma adjustments

The pro forma adjustments of the Merged Group outlined above include: – Development profits are recognised on settlement of cabins; • Administrative cost savings of $0.9 million ($1.7 million on an annualised basis) arising from the APPF Merger, – That the Merged Group will generate development the majority of which relate to employee operational profits from the relocation of cabins from Pilbara to synergies; Perth Vineyards. Development approvals required for the relocation of up to 17 additional cabins has • Increased interest expense corresponding to the been obtained; and forecast increase in interest bearing loans and borrowings to fund the following: – At the date of the disclosure documents, $0.1 million in development profits from 1 sale has – The utilisation of the Cash Facility, assumed to be been generated, 3 sales have been secured, and $35.0 million; development approvals in respect to all assumed – The transaction costs of $3.8 million; and development profits have been obtained. – The cost associated with breaking the APPF • APPF’s current stand-alone debt for FY16 would interest rate swaps of $3.2 million be drawn at average gross interest rates (including This increase is offset by the forecast decrease in the impact of derivatives) of approximately 4.7% commitment fees payable due to a $35.0 million reduction based upon APPF’s financing facilities and APPF’s in the total facility limit of the Merged Group. expectation of interest rates for FY16. • Aspen Group’s current stand-alone debt for FY16 8.7.3 Aspen Group’s and APPF’s best would be drawn at average gross interest rates estimate assumptions (including the impact of derivatives) of approximately • Rental income has been forecast on a property-by3.5% based upon Aspen Group’s financing facilities property basis based on assumptions for occupancy and expectation of interest rates for FY16. and average rates, as well as lease terms (where • Depreciation expense pertains to the forecast applicable). These are broadly consistent with historical Merged Group’s stay in business capital expenditure performance, with the exception of the following: requirements for FY16. This expense has been – The full year effect in FY16 of acquisitions and forecast on a property by property basis. dispositions completed in FY15, as well as further • The change in fair value of investment properties & acquisitions (Adelaide Caravan Park and Tomago property plant and equipment pertains to the forecast Van Village) and dispositions (Spearwood industrial reversal of prior period impairments made on cabins estate – North, Monkey Mia Dolphin Resort, that are currently located at the Pilbara property, Ningaloo Reef Resort and Exmouth Cape Holiday and which are forecast to be relocated to the Perth Park) made in FY16; Vineyards property and sold. – Forecast increases in revenue at Ashley Gardens, 8.7.4 General assumptions for the Merged Group Boathaven Holiday Park, Dubbo Parklands, and Perth Vineyards as a result of capital expenditure No further property acquisitions or divestments in the relating to additional cabins or available facilities; and forecast period, other than Adelaide Caravan Park which was settled on 21 October 2015. – Forecast decreases in revenue at the four APPF resource parks; Balmoral, Cooke Point, Myall Depreciation expense reflects the Merged Group’s Grove, and Pilbara as a result of either a forecast assumption that all stay in business capital expenditure fall in anticipated occupancy levels, tariffs or both. (which is separate to capacity or value enhancing Aspen Karratha Village has been assumed to hold capital expenditure) required on the Merged Group 83% occupancy in line with the lease agreement accommodation portfolio is expensed. that exists with a major tenant which expires in January 2018. No material contract disputes or litigation in the • Direct property expenses have been forecast on a forecast period. property-by-property basis based on current outgoings No material change in the competitive operating expectations. They have been forecast based on environment. actual expenses for the year ending 30 June 2015 No material changes to accounting policies or the and adjusted, where applicable, based on individual Corporations Act in the forecast period. circumstances. No material changes in Australian tax legislation. No significant change to legislative or regulatory environment. All existing leases are enforceable and perform in accordance with their terms.

A reduction in corporate overheads forecast from existing employee arrangements and supplier contracts following the Merger.

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

8.8 Distribution policy and distributions

8.8 Distribution policy and distributions 8.8.2 Distributions payable to Aspen Group securityholders The Merged Group will seek to provide a reliable and, if possible, increasing distribution to securityholders over Distributions payable to Aspen Group securityholders in time. Merged Group distributions are expected to continue the year ending 30 June 2016 will be a combination of to be sourced from underlying profits less an allowance the Aspen Group Special Distribution for the approximate for capital expenditure required to maintain business period from 1 July 2015 to 10 December 2015, and operations on an ‘as is’ basis. distributions on Merged Group Securities which would commence for the period to 30 June 2016, and be Over recent years, Aspen Group has distributed 93% to payable in August 2016, as set out above. 126% of underlying profits. There is no current intention for the Merged Group to move outside this distribution payout range, although no guarantee can be given in this regard. 8.9 Financing arrangements The pro forma Merged Group underlying profit of At the Implementation Date, the Merged Group is forecast $11.0 million (for the year ended 30 June 2015) would to have approximately $122.0 million of secured debt. This require a distribution payout of 105% to achieve an actual new financing arrangement is expected to be a club facility DPS of 12.0 cents per Merged Group Security on the comprising $140.0 million, and maturing no earlier than enlarged security base of 139.3 million securities (within September 2017. the historical 93% to 126% payout range). This pro forma In the event that the Merger does not proceed, Aspen Merged Group underlying profit for the year ended Group and APPF would retain their respective bank 30 June 2015 excludes any improvement to underlying facilities that exist at the date of this Disclosure Document. profit that may occur in the future from operating synergies Refer to Sections 5.1.6 and 5.2.6 for details of these that arise from the Merger. respective debt facilities. The actual DPS of 9.0 cents per Aspen Group security The APPF Board and the Aspen Group Board consider for the year ended 30 June 2015 required a distribution that either the proposed or existing facilities, together with payout of 126% of underlying profit. the forecast cash flows, will enable the Merged Group The Merged Group will seek to distribute, at a minimum, to carry out its business and stated objectives following the net taxable income of APPT and APT and accordingly, implementation of the Merger, and is appropriate having under current tax arrangements, the trusts should not regard to the financial and investment profile of the then be liable for income tax. In addition, distributions Merged Group. may include other amounts that the directors of the The Boards of Aspen Group and APPF consider that the Merged Group determine should be taken into account, Merged Group will be able to operate as a going concern, for example certain gains and losses and other items as and that the Merged Group’s cash flow forecasts support considered appropriate. the opinion of the Boards of Aspen Group and APPF that Securityholders in the Merged Group may receive the Merged Group’s working capital position will remain distributions or dividends from any or each component positive for at least the next twelve months from the date of the Merged Group, i.e. from any or all of APPML, AGL, of this Explanatory Memorandum. APPT and APT. The current intention is that following the The Merged Group is forecast to enter into derivative Merger, combined distributions will be paid twice a year contracts to hedge 74% of its related interest rate risks. within two months of the end of each six month period. The first distribution of the Merged Group is expected to 8.9.1 Terms and use of facilities be for the six month period to 30 June 2016 in addition The proposed bank facilities described above are to any period from the Record Date of the Merger to expected to take the form of a club style arrangement. 31 December 2015, which based on the expected timeline To this end, the Merged Group is expected to enter into would be an additional 22 days. This distribution is subject a Common Terms Deed, with two separate financiers to the Merger occurring in accordance with the expected providing debt by way of bilateral facility agreements. timeline, and in the event that the Record Date were to change, the first distribution amount would change. In summary, the Common Terms Deed contains all common provisions applicable to the new bank The first Merged Group distribution would be payable facilities described above including, amongst other in August 2016. The second distribution of the Merged things, representations, undertakings and events Group is expected to be for the six month period to of default. The separate bilateral facility agreements 31 December 2016, and be payable in February 2017. contain commercial variables (including tenor, volume, availability periods and pricing) and other provisions 8.8.1 Distributions payable to APPF securityholders specific to the facilities to be provided by each lender. Distributions payable to APPF securityholders in the year The new bank facilities are expected to be secured ending 30 June 2016 will be a combination of distributions against all freehold and leasehold property assets on existing APPF securities, currently expected to be for the the Merged Group own, as well as by way of fixed five months ending 30 November 2015, the APPF Special and floating charges over the Merged Group’s other Distribution, and distributions on Merged Group Securities assets. In addition, the new bank facilities are forecast which would commence for the period to 30 June 2016, to contain (amongst other things): and be payable in August 2016, as set out above.

• a negative pledge restricting the creation of encumbrances by the Merged Group, other than as permitted pursuant to the Common Terms Deed;

It should be noted that, as described above, Merged Group intends to pays distributions every six months. APPF has historically paid distributions monthly.

Page 86

• two financial covenants in respect of LVR and ICR (see below);

ICR covenant: The financial covenant relating to the Merged Group’s ICR requires the Merged Group to ensure that the ratio of its EBITDA to its interest expense does not fall below a certain level. The Merged Group’s pro forma forecast ICR for the year ending 30 June 2015 is 4.20x. This ICR is substantially higher than the forecast

• customary conditions precedent to drawdown. It is expected that the Merged Group will be in a position to satisfy all such conditions precedent; and

• position to satisfy all such conditions precedent; and pro forma forecast ICR for the year ending 30 June 2015 is 4.20x. This ICR is substantially higher than the forecast

• • representations, undertakings and events of default ICR covenant of 2.25x in the new banking facilities.

• which are customary for bank facilities of the type described above or which are considered appropriate The bank loan facilities are expected to mature in having regard to the assets and business of the September 2017 and have the flexibility to be repaid and Merged Group. subsequently redrawn as required.

• Further information on the above mentioned financial covenants is set out below: 8.9.2 The Merged Group’s financing profile Details of the Merged Group’s proposed financing profile

• LVR covenant: The financial covenant in respect of LVR is is provided in Section 6.5. forecast to require the Merged Group to ensure that its total interest bearing liabilities do not exceed 45.0% of its total secured properties (referencing independent valuations). If 8.10 Sensitivity analysis the Merged Group’s LVR were to exceed 45.0%, it would The Merged Group pro forma consolidated earnings result in a review event if the LVR were below 50.0%, and forecast for the year ending 30 June 2016 is based on an event of default if the LVR were to exceed 50.0%. certain economic and business assumptions about Assuming a full take up of the Cash Option, the Merged future events that are subject to business, economic and Group’s pro forma LVR as at 30 June 2015 was 44.3%, competitive uncertainties and contingencies some of within the facility covenant of 45.0%. Details of the which may be beyond the control of the Merged Group. forecast LVR assuming a lower take up of the Cash Below is a summary of the impact on the Merged Group’s Option is outlined in Section 8.10. annualised pro forma consolidated earnings forecast to variations in non-controlled assumptions. The table below provides sensitivities to earnings assuming all transactions occur on the Merger implementation date, where relevant. Underlying Net

• Increase/ earnings profit/(loss) Cents Decrease $’000 $’000 per security

• Pro forma FY16 statutory profit (Section 8.7.2) 13,348 10.4 Pro forma FY16 underlying profit (Section 8.7.2) 16,443 12.9 Pro forma FY16 distributable profit 15,405 12.0 Short-stay accommodation income +/- 5% +/- 1,668 +/- 1.2 Park operating expenses +/- 5% +/- 252 +/- 0.2 Residential development settlements +/- 1 settlement +/- 87 +/- 0.1 Interest rate movement +/- 1% +/- 320 +/- 0.2 The sensitivities above relate to the following assumptions: • Short-stay accommodation income – this includes all short-stay related income forecast for the full 2016 financial year, excluding the three parks in Western Australia (Monkey Mia Dolphin Resort, Ningaloo Reef and Exmouth Cape Holiday Park) that were sold and settled on 15 September 2015;

• • Park operating expenses – the forecast property operating expenses (excluding corporate overheads) for the full 2016 financial year across all parks within Aspen Group and APPF;

• • Residential development settlements – APPF has been relocating vacant cabins from Pilbara Holiday Park to Perth Vineyards Holiday Park in the last 12 months. Additional cabins are forecast to be relocated in the 2016 financial year. Each cabin relocated from Pilbara has a cost base of approximately $50,000, incurs relocation costs of approximately $43,000 and is sold as an MHE cabin for an estimated $190,000; and

• • Interest rate movement – The total debt balance after the merger, $122.0 million, less the $90.0 million hedged debt is applied to the interest rate sensitivity. The unhedged portion is forecast to incur interest at the BBSY floating rate plus each financiers respective debt margin

Caution should be taken when interpreting the above sensitivities. The changes in key variables set out above are not intended to be indicative of the complete range of variations. The estimated impact of changes in each of the variables has been calculated in isolation from changes in other variables. In practice, changes in variables may offset, or amplify, each other.

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

8.10.1 Impact of Cash Option take up on the
pro forma FY16 consolidated earnings
forecast and consolidated statement of
fnancial position as at 30 June 2015
The Merged Group pro forma consolidated earnings forecast for the year ending 30 June 2016 and consolidated statement of fnancial position as at 30 June 2015 is based on the full $35.0m Cash Option being taken up by APPF securityholders. Below is a summary of the impact on the Merged Group’s annualised pro forma consolidated earnings forecast and consolidated statement of fnancial position to variations in the level of take up by APPF securityholders in the Cash Option. The pro forma adjustments may be annualised to show the ongoing impact of the merger. The table below provides sensitivities to earnings assuming all transactions occur on the merger implementation date, where relevant. 100% take-up 50% take-up 0% take-up $’000 Cents per security $’000 Cents per security $’000 Cents per security Statutory proft 13,348 10.4 13,671 10.1 13,995 9.8 Underlyingearnings 16,443 12.9 16,765 12.4 17,089 12.0 Distributions 15,405 12.0 16,255 12.0 17,089 12.0 Payout ratio 94% 97% 100% Gearing 39.2% 33.3% 27.4% LVR 44.3% 38.0% 31.6% NAV $1.18 $1.19 $1.20 Notwithstanding that the payout ratio for FY16, assuming a 0% take up of the Cash Option, exceeds 100%, the Board considers a 12.0 cent distribution to be sustainable on the basis that the FY16 underlying earnings do not have a full year impact of forecast operating synergies. Annualised operating synergies of $1.7 million are forecast to be achieved from the Merger, of which only $0.9 million are included in FY16. 8.11 Key accounting policies The accounting policies used to prepare the fnancial information are based on the current accounting policies of APPF and Aspen Group, as outlined in their respective annual fnancial reports for the year ended 30 June 2015. The signifcant accounting policies that have been adopted are outlined below. 8.11.1 Rental income Rental income is recognised when the amount of revenue can be measured reliably and it is probable that it will be received by Aspen. It is measured at the fair value of revenue received or receivable. 8.11.2 Property, plant and equipment (PPE) Accommodation properties are generally recognised as PPE. Some portions of the accommodation properties are recognised as goodwill or unrecognised goodwill, and are PPE is initially measured at the historical cost of the asset, minus depreciation and impairment. The cost of the PPE also includes the cost of replacing parts that are eligible for capitalisation, and the cost of major inspections when constructing PPE PPE, except for corporate assets, is subsequently measured at fair value at each balance date. Fair value is determined on the basis of either an independent valuation prepared by external valuers as at the balance sheet date or by directors’ valuation. Corporate offce assets are not subsequently revalued and are carried at historical cost less depreciation. The fair value of PPE is measured based on the capitalisation method and, where applicable, the discounted cash fow approach. APPF and Aspen Group consider both techniques, and reconciles and weighs the estimates under each technique based on its assessment of the judgment that market participants would apply. Superseded Draft Disclosure Document
discussed in Section 8.1 and Section 8.11.4. Revaluation increases are recognised as follows:
A reconciliation of of the combined value of PPE, goodwill • If in relation to an asset that has never been revalued
and unrecognised goodwill, against the combined sum of down, the revaluation increase is recognised in other
independent valuations received on the Merged Group’s comprehensive income; and
accommodation portfolio, is disclosed in Section 8.4.3. • If i lti t t tht h il b

• If in relation to an asset that has previously been revalued down, the revaluation increase is recognised in the profit or loss.

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8.11.7 Employee benefits

Revaluation decreases are recognised as follows:

• If in relation to an asset that has never been revalued Wages, salaries and annual leave up, the revaluation decrease is recognised in the profit Liabilities for employee benefits for wages, salaries and or loss; and annual leave represent present obligations resulting from • If in relation to an asset that has previously been employees’ services provided to the end of the reporting revalued up, the revaluation decrease is recognised in period, calculated at undiscounted amounts based on wage other comprehensive income. and salary rates that are expected to be paid at the end of the reporting period including related on-costs, such as 8.11.3 Assets held for sale workers compensation, insurance and payroll tax. Current assets, or disposal groups comprising assets and liabilities, that are expected to be recovered primarily through Long service leave sale rather than through continuing use, are classified as held Long service leave represents the present value of the for sale. Once classified they are carried at the lower of their estimated future cash outflows, to be made resulting from carrying amount and fair value less cost of disposal. employees’ services provided. 8.11.4 Goodwill 8.11.8 Expenses Goodwill is recognised on properties acquired under All expenses are recognised in the Merged Group pro forma business combinations, with Aspen Group and APPF earnings forecast on an accruals basis. Property expenditure considering all accommodation parks to be the acquisition includes cost of goods sold, employee costs, park overheads, of a business combination. Goodwill that is acquired is rates, taxes and other outgoings incurred in relation to measured at cost less accumulated impairment losses. accommodation properties, where such expenses are the Goodwill with an indefinite useful life is systematically responsibility of the Merged Group. tested for impairment at the date of each statement of financial position. The combined value of PPE, goodwill and unrecognised goodwill is generally supported by independent valuations obtained in respect to each accommodation property. A reconciliation of of the combined value of PPE, goodwill and unrecognised goodwill, against the combined sum of independent valuations received on the Merged Group’s accommodation portfolio, is disclosed in Section 8.4.3. 8.11.5 Borrowings Interest bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, interest bearing borrowings are measured at amortised cost with any difference between cost and redemption value being recognised in the income statement over the period of the borrowing on an effective interest basis. 8.11.6 Borrowing costs Borrowing costs include interest, amortisation of discounts or premiums relating to borrowings, and amortisation of ancillary costs incurred in connection with the arrangement of borrowings, less amounts capitalised to the cost of qualifying development assets. In the Merged Group pro forma earnings forecast, net interest expense is the sum of borrowing costs and net interest (comprising both interest expense and interest income).

All expenses are recognised in the Merged Group pro forma earnings forecast on an accruals basis. Property expenditure includes cost of goods sold, employee costs, park overheads, rates, taxes and other outgoings incurred in relation to accommodation properties, where such expenses are the responsibility of the Merged Group.

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

9. Risk Factors

9.1 Introduction

The future performance of the Merged Group and its Securities may be influenced by a range of factors, many of which would be outside the control of the Merged Group and its Board. Certain risk factors identified by APPF and Aspen Group are set out below. This list is not exhaustive. The risk factors are both specific to the Merged Group’s 9.2.2 The exact value of the Merger business activities and of a general nature. Each of the Consideration is uncertain risks described below, if it occurs, could have an adverse For APPF securityholders who retain Merged Group effect, either individually or in combination with other Securities or participate in the Sale Facility, and for Aspen risks, on the current and future business, operational Group securityholders who will retain Merged Group or financial performance and prospects of the Merged Securities as Merger Consideration, the exact value of the Group. Such an adverse effect could require the Merged Merger Consideration will vary with the market price of Group to raise significant additional capital or impact Merged Group Securities. The Independent Expert believes the value of and investment returns from Merged Group the fair value of a Merged Group Security to be in the range Securities, with the potential that you could lose some of $1.30 to $1.40. This implies a consideration received or all of your investment. There can be no guarantee in the range of $0.50 to $0.54 per APPF security, which that the Merged Group will achieve its stated objectives is a value range premium between 9% and 17% to the or that any forward looking statements or forecasts APPF NAV per security. Further detail provided in Section will eventuate. 11.4 of the Independent Expert Report. Trading on the ASX remains subject to market conditions, such as there Securityholders should read the Explanatory being sufficient buyers of Merged Group securities. Aspen Memorandum and Securityholder Booklets carefully Group has historically had low liquidity, with full details of and in their entirety before deciding how to vote on the Merger, how to elect consideration, and specifically Aspen Group’s historic price/volume and trading history consider the risks contained within this Section 9 and located at Section 5.1.4 of this Explanatory Memorandum. This value is unknown as Merged Group Securities are have regard to their particular investment objectives, financial situation, tax position and individual needs. not currently quoted on the ASX. The market price of Securityholders should consult their financial, investment, Merged Group Securities will be impacted by a number of factors, including: taxation or other professional adviser before deciding how to vote on the Merger. There may be risk factors in • the price of Aspen Group securities on the ASX up addition to these that should be considered in light of to and including the Effective Date; and individual circumstances. • the take-up of the Cash Option by APPF securityholders, which will impact the number of 9.2 Risks related to the Merger Merged Group Securities on issue and the net asset value (NAV) of the Merged Group. The take-up of 9.2.1 Realisation of anticipated cost savings the Cash Option may in turn be impacted by the The Merged Group pro forma consolidated earnings performance of Aspen Group securities on the ASX forecast for the year ending 30 June 2016 assumes the prior to the APPF Election Date. Depending on the Merged Group achieves an annualised $1.7 million of cost take-up of the Cash Option, the pro forma Merged savings. These cost savings pertain to the following: Group NAV per security on the Implementation Date will be in the range of $1.18 to $1.20. • Administrative cost savings of $1.7 million on an annualised basis arising from the Merger; and 9.2.3 For APPF securityholders who elect to • Reduced interest expense associated with breaking retain Merged Group Securities, the Merged the APPF interest rate swaps ($3.2 million). Group Securities will be quoted on the ASX and subject to market movements These forecast cost savings are based on management’s reasonable expectations of synergies that will arise from Merged Group Securities will be quoted on the ASX and the simplification of APPF and Aspen Group’s business, subject to market movements and volatility in a way that however there is no certainty that these savings will APPF securities are not. These movements may or may occur. In the event that these do not occur, then the not be referable to the underlying performance of the forecast Merged Group pro forma consolidated earnings Merged Group. forecast for the year ending 30 June 2016 would be negatively impacted.

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9.2.4 APPF securityholders electing the Cash Option

9.3.3 Property valuation risk

The value of the Merged Group Properties may fluctuate from time to time due to market and other conditions. Factors relevant to determining value include supply, demand and the state of the general property market, and these may change significantly over time for a variety of reasons. This includes both negative impacts (such as declines in occupancy and rental rates), as well as positive impacts (such as obtaining development approvals on excess land, or improvements in

For those APPF securityholders who elect the Cash from time to time due to market and other conditions. Option, there is no guarantee that they will have Factors relevant to determining value include supply, all of their Merged Group Securities bought-back. demand and the state of the general property market, Furthermore, to the extent they are scaled back and and these may change significantly over time for a participate in the Sale Facility, there is a risk that APPF variety of reasons. This includes both negative impacts securityholders may receive a lower price under the (such as declines in occupancy and rental rates), as well Sale Facility than under the Cash Option. as positive impacts (such as obtaining development approvals on excess land, or improvements in 9.2.5 Court delays occupancy or renta rates). There is a risk that the Court may not approve the Merger. External valuations and directors’ valuations represent only There is also a risk that some or all of the aspects of the the analysis and opinion of such persons at a certain date court approvals required for the Merger to be implemented and they are not guarantees of present or future values. may be delayed or not be granted. Changes in the value of the Merged Group Properties 9.2.6 Tax consequences could adversely or positively impact returns to Merged Group securityholders. If the Merger proceeds, there may be tax consequences for Securityholders. Securityholders should seek their own professional advice regarding individual tax consequences 9.3.4 Tenancy risk of the Merger. Further general information on the tax There is a risk that tenants with medium or long term consequences of the Merger is set out in the Taxation leases may be unable or unwilling to honour their lease Report in Annexure C to this Explanatory Memorandum. obligations. This may result in a reduction in Merged Group income and increased costs associated with 9.2.7 Trading during deferred recovering outstanding amounts and re-letting the settlement trading period tenancy, each of which could reduce returns to Merged Group securityholders. Securityholders may not know the exact number of Merged Group Securities that they will retain as Merger In addition, there is a risk that tenants may not renew Consideration until a number of days after those securities leases that currently exist, and which the Merged Group can be traded on the ASX on a deferred settlement basis. assumes may be renewed. Securityholders who trade Merged Group Securities on a deferred settlement basis without knowing the number of Within the Merged Group portfolio, there are two tenants Merged Group Securities they will retain may risk adverse that contributed $13.4 million of revenue during FY15 (or financial consequences if they purport to sell more 26% of the portfolio) with leases of greater than 12 months. In addition, there is one tenant that contributes $1.2 million Merged Group Securities than they retain. of revenue (or 2% of the portfolio) with a lease of less than 12 months and which the Merged Group assumes within 9.3 Specific risks associated with an the FY16 earnings forecast will be successfully renewed. investment in the Merged Group 9.3.5 Property expenses 9.3.1 Occupancy and rental rate levels Increases in property expenses and the cost of managing Occupancy and rental rate levels can have a direct impact Merged Group Properties may impact negatively on the on the Merged Group Properties’ net income, which in profitability of Merged Group Properties and could reduce turn may impact returns to Merged Group securityholders. returns to Merged Group securityholders. Tourism income is variable and occupancy and rental rate 9.3.6 Capital expenditure levels are dependent upon various market conditions and other risks outlined in this Section 9. There is a risk that capital expenditure could exceed expectations, resulting in increased funding requirements Occupancy and rental rate levels can be dependent and potentially a lower NAV, or have reduced performance on market conditions. The downturn of construction in against the Merged Group’s forecast earnings, which the resources sector since 2013 has resulted in lower could reduce returns to Merged Group securityholders. occupancy and rental rate levels in Merged Group Properties servicing that sector. 9.3.7 Purchasing additional properties The Merged Group expects to acquire additional 9.3.2 Competition properties over time; however, there is no guarantee Competing parks, other tourist accommodation additional properties can be acquired nor that they will or alternative permanent accommodation may be produce the same return on investment as the portfolio established in close proximity to existing Merged Group of Merged Group Properties. Acquisitions of additional Properties, or properties to be acquired. This may have properties maybe require the raising of new capital. a negative impact on occupancy and rental rate levels If additional properties are acquired and they do not at Merged Group Properties which reduces revenue produce the same or a higher return on investment as and could adversely impact returns to Merged Group Merged Group Properties, this could reduce returns to securityholders. Merged Group securityholders.

The Merged Group expects to acquire additional properties over time; however, there is no guarantee additional properties can be acquired nor that they will produce the same return on investment as the portfolio of Merged Group Properties. Acquisitions of additional properties maybe require the raising of new capital. If additional properties are acquired and they do not produce the same or a higher return on investment as Merged Group Properties, this could reduce returns to Merged Group securityholders.

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

Further, whilst it will be the Merged Group’s policy to • the land owner may not renew the Merged Group’s conduct thorough due diligence in relation to any property lease at the expiry of the lease term; acquisition, there are inherent risks in such an acquisition. • the land owner may offer to renew the Merged Group’s These risks could include lower than expected yields, lease at the expiry of the lease term, but on less unexpected problems or other latent liabilities. favourable terms; • terms offered by the land owner for a new lease may 9.3.8 Exposure to resources sector be so unattractive as to render the lease uncommercial Five of the 26 Merged Group Properties predominantly for the Merged Group; and accommodate personnel employed in the resources • less favourable lease terms may prevent a bank from sector. Four of these properties are located in the north west of Western Australia, with the fifth located lending money secured by the leasehold property, in South Australia. causing the LVR to increase. These events may result in a reduction in value of or These properties have been subject to material declines in operating profit and valuation over recent years. loss of the Merged Group’s investment in the leasehold property which could reduce returns to Merged Group Factors that have contributed to the reduced activity securityholders. in the resources sector, and which have subsequently reduced demand and rates paid for these properties, On the other hand, the Merged Group may be successful include reduction in capital expenditure in the resources in renewing or extending leases on Leasehold properties, sector, falling commodity prices, a reduction in resources which could see improvements in the value of these demand from Australia’s main trading partners, the costs Leasehold properties, which could increase returns to of new project development and competing projects in Merged Group securityholders. other parts of the world. Finally, leasehold properties are generally worth less than The directors of Aspen Group and APPF consider it if the same property were freehold. likely that occupancy levels and room rates for these properties will remain lower than in previous years, for 9.3.11 Property illiquidity risks an indeterminate period of time. Property assets are by their nature illiquid investments. A further reduction in the level of economic activity Therefore, it may not be possible for the Merged Group associated with resources projects in the north west of to dispose of one or more Merged Group Properties in Western Australia may have an impact on occupancy levels a timely manner should it decide or need to do so, and and/or room rates in these properties, which could reduce the Merged Group may incur selling costs in disposing of returns to Merged Group securityholders. Merged Group Properties. In addition, to the extent that there may only be a limited number of potential buyers for One of these properties, being Aspen Karratha Village, has one or more Merged Group Properties, the realisable value an extended contract with a key tenant with a lease until of those properties may be less than their book value. January 2018 on 83% of the rooms within the property. This property has been independently revalued, reflecting 9.3.12 Environmental risk this new contract. As an owner of real property, the Merged Group will be subject to various laws and regulations regarding 9.3.9 Limited alternative use environmental matters. These laws vary by jurisdiction Should the Merged Group Properties become unviable to and are subject to change. Current and future operate as accommodation parks, the land and facilities environmental laws could impose significant costs or may not have alternative uses that could derive the same liabilities on the Merged Group. For instance, under level of income. This may affect the value of the Merged certain environmental laws, current or former owners or Group Properties and could reduce returns to Merged operators of real property may become liable for costs Group securityholders. and damages resulting from soil or water contaminated by hazardous substances (for example, as a result of 9.3.10 Leasehold interests leaking underground storage tanks). Under these laws Section 7 provides an overview of the individual Merged an owner or operator may be liable regardless of whether Group Properties, including whether each property is held they knew of, or were responsible for, the presence of on freehold title or leasehold title. such substances. These laws may result in significant unforeseen costs to the Merged Group, reduce the The Merged Group does not own the freehold title to the value of affected properties, potentially impact earnings Merged Group Properties marked “Leasehold”, and only and distributions, and impair its ability to sell or rent owns freehold title to part of the Merged Group Properties real property or to borrow money using contaminated marked “Freehold/Leasehold.” property as collateral, on acceptable terms or at all. Leasehold properties are leased by the Merged Group The Merged Group may be required to comply from from the freehold owner of the land. There are risks time to time with environmental management issues that inherent with leasehold property including:

The Merged Group may be required to comply from time to time with environmental management issues that arise from factors beyond its control.

• Leasehold interests might be terminated on default by the Merged Group;

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9.3.13 Interest rates

9.3.17 Changes in tax laws

If interest rates rise, the Merged Group would be A change to the taxation laws reducing the deductibility exposed to higher interest costs on borrowings. Higher of depreciation for assets may reduce the tax benefits borrowing costs could reduce returns to Merged Group available to Merged Group securityholders. In addition, securityholders. any other changes in tax laws, or changes in the way tax laws are interpreted in the various jurisdictions in which APPF and Aspen Group currently mitigate this risk by the Merged Group will operate, may have a detrimental hedging drawn borrowings to fix the interest rate, and it is effect on Merged Group securityholders’ tax position. the Merged Group’s intention to adopt the same hedging It is recommended that each Securityholder seeks their policy. own taxation advice in relation to any investment in the Merged Group. 9.3.14 Borrowing risk Loan facilities are obtained for fixed periods of time. On 9.3.18 Counterparty risk expiry of any loan facility a new facility may not be available A counterparty may fail to meet its contractual or the terms of that facility may not be the same. The obligations, resulting in financial loss to the Merged Merged Group is currently negotiating a combination of the Group and impacting on the Merged Group’s business existing facilities. If the new facilities are not made available relationships and operations. The Merged Group can to the Merged Group for whatever reason, the existing provide no guarantee that its counterparties (including facilities will remain in place until maturity. for example, corporate customers or contractors) will If the existing facilities cannot be refinanced at maturity, fulfil their obligations. Merged Group Properties may need to be sold to meet the This risk includes counterparty credit risk. This risk Merged Group’s debt repayment obligation, and there is a will arise for the Merged Group from cash and cash risk that the sale prices may be less than the book value of equivalents, derivatives and receivables. Receivables the Merged Group Properties. This could reduce returns consist of rental income and non-rental income such to Merged Group securityholders. as electricity recharges. For further details on the Merged Group’s borrowing The Merged Group assesses the credit quality of the facilities, see Section 6.5. counterparty taking into account the materiality of the potential debtor, its financial position, past experience 9.3.15 Limitations on the ability of the with the counterparty, and other available credit risk Merged Group to raise further capital information. The ability of the Merged Group to raise capital on favourable terms for future refinancing and capital There can be no assurance that the Merged Group will be expenditure depends on a number of factors including able to successfully manage this risk or that such payment general economic and political conditions, the state defaults by counterparties will not adversely affect the and volatility of capital markets, and the reputation, Merged Group’s financial condition or performance, which performance and financial strength of the Merged could reduce returns to Merged Group securityholders. Group. Limitations on the ability of the Merged Group to raise capital could reduce returns to Merged Group 9.3.19 Retention of key personnel securityholders. The Merged Group will be dependent upon a number of key management and executive personnel to manage 9.3.16 Covenant breach the day-to-day requirements of the business. The loss of The Merged Group’s loan facilities contain covenants, the services of one or more key personnel could have an including financial covenants such as LVR and Interest adverse effect on the Merged Group. Cover. Should any of these covenants be breached and The Merged Group’s ability to manage the Merged Group not remedied, the Merged Group would be in default on Properties will depend in part on the efforts of these such loan facilities. This may require the Merged Group individuals. The Merged Group will face competition for to renegotiate its loan facilities, which could result in qualified personnel, and there can be no assurance that increased borrowing costs and could reduce returns to it will be able to retain and attract such personnel. Merged Group securityholders. In order to mitigate this risk, retention plans may, from A failure to renegotiate the loan facilities could result in time to time, be put in place to assist in the retention the need to sell assets and could also reduce returns to and recruitment of key personnel needed to achieve the Merged Group securityholders. Merged Group’s business objectives. Whilst Aspen Group put in place a retention plan in 2012 as part of retaining key management and executive personnel during its transition into becoming a pure play accommodation provider, with all liabilities associated with these plans recognised at 30 June 2015, the Merged Group does not have any plans at this time to put in place any new retention plans.

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

9.4 General risks associated with an 9.4.6 Litigation and disputes investment in the Merged Group Through the ordinary course of business, the Merged Group may be exposed to potential legal and other 9.4.1 Market conditions claims or disputes. Such claims or disputes could A number of factors outside the Merged Group’s cause reputational and financial harm to the Merged control may have a significant impact on the Merged Group, which could reduce returns to Merged Group Group, its performance and returns to Merged Group securityholders. securityholders. These factors include economic APPF has received complaints from certain APPF conditions in Australia and internationally, changes in securityholders following the reduction in NAV caused by exchange rates, changes in fiscal, monetary and regulatory the write-downs in the value of the APPF Properties as policies such as inflation, taxation and interest rates, reflected in the full-year accounts dated 30 June 2015. attitudes to property as an investment class and general market conditions. Securityholders should recognise that Neither APPF nor Aspen Group is presently engaged in the financial performance of the Merged Group could be any material litigation. adversely affected by any of the above factors, or any other factors not so noted, which in turn could reduce 9.4.7 Operation and regulator risks returns to Merged Group securityholders. AFML is required to operate APPT and APT in accordance with the Corporations Act and the conditions of its AFSL. 9.4.2 Natural phenomena If AFML fails to comply with these requirements it may There is a risk that natural phenomena (such as a be forced to retire as responsible entity of APPT and cyclone, flood, earthquake, fire or other natural disaster) APT, which may cause disruption to the operation of the may damage or destroy a Merged Group Property. While Merged Group. Merged Group securityholders may pass the Merged Group insures its properties against such a resolution requiring the responsible entity to retire, in risks, insurance coverage may prove to be insufficient which case a replacement responsible entity for APPT and there are certain events for which insurance cover and APT would need to be appointed. is not available or for which the Merged Group does not have cover. 9.4.3 Acts of war or terrorism Acts of war or terrorism may have a significant impact on travel and as such may have a negative impact on tourism (although a negative impact on Australian outbound tourism may increase the level of domestic tourism by Australians). Any negative impact on tourism generally may have a negative impact on short stay revenues at Merged Group Properties. This would result in a reduction in income and could reduce returns to Merged Group securityholders. 9.4.4 Changes in government policy and changes to general laws Changes in government policy or changes to general laws in Australia may affect the Merged Group’s business operations and its financial position and performance (for example, by reducing its income or increasing its costs), and could reduce returns to Merged Group securityholders. The possible impact of such changes on the Merged Group’s business cannot be predicted with any certainty. 9.4.5 Changes in financial reporting requirements and accounting standards The Merged Group will be subject to the risk that there may be changes in financial reporting requirements and accounting standards as well as changes in the interpretation of such requirements and standards that may change the basis that the Merged Group is required to use to prepare its financial statements, which may adversely affect the Merged Group’s reported earnings and reported financial performance.

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10. Merger Implementation

10.1 Overview

The Merger will combine APPF and Aspen Group to create the Merged Group, through Stapling APPF securities to Aspen Group securities to form Merged Group Securities. The Merger also provides APPF securityholders with the Cash Option to receive cash as Merger Consideration rather than retain their Merged Group Securities. 10.2 Merger Implementation Deed 10.3.3 APPML Deed Poll On 14 September 2015, APPF and Aspen Group APPML has executed the APPML Deed Poll pursuant to announced that AGL, APPML and AFML (in its capacity which APPML has agreed to perform its obligations under as responsible entity of APT and APPT) had entered the AGL Scheme, the APT Trust Scheme and the APPT into a Merger Implementation Deed to merge APPF and Trust Scheme. Aspen Group, subject to certain conditions precedent. A copy of the APPML Deed Poll is attached in The parties amended the Merger Implementation Deed Annexure F(3) to this Explanatory Memorandum. on 21 October 2015. The implementation of the Merger is subject to a 10.3.4 APPT RE Deed Poll number of conditions precedent which are summarised AFML (in its capacity as responsible entity of APPT) in Section 2.8. The Merger will not proceed unless has executed the APPT RE Deed Poll pursuant to all of these conditions precedent are satisfied or which AFML as responsible entity of APPT has agreed waived (if applicable) in accordance with the Merger to perform its obligations under the AGL Scheme, the Implementation Deed. Under the Merger Implementation APT Trust Scheme and the APPML Scheme. Deed, the parties to that document have agreed to A copy of the APPT RE Deed Poll is attached as use their best endeavours to satisfy, or procure the Annexure F(4) to this Explanatory Memorandum. satisfaction of, the conditions precedent. A summary of the Merger Implementation Deed is set out in Section 10.11. 10.4 Entitlement to vote on the Merger Subject to any applicable voting restrictions each Aspen Group securityholder and each APPF securityholder on 10.3 Deed Poll the Voting Record Date, is entitled to vote on the Merger. 10.3.1 AGL Deed Poll There will be two separate meetings to approve the AGL has executed the AGL Deed Poll, pursuant to which APPML Schemes. All APPF securityholders on the AGL has agreed to perform its obligations under the Voting Record Date other than Aspen Group entities APT Trust Scheme, the APPML Scheme and the APPT holding APPF securities are eligible to attend the APPML Trust Scheme. Scheme Meeting. However, only Aspen Group entities holding APPF securities on the Voting Record Date are A copy of the AGL Deed Poll is attached in Annexure F(1) entitled to attend the APPML (Aspen Group Entities) to this Explanatory Memorandum. Scheme Meeting. The Scheme Resolution to approve the APPML Scheme must be passed at each of these 10.3.2 APT RE Deed Poll two meetings for the APPML Scheme to be approved AFML (in its capacity as responsible entity of APT) has by APPF securityholders. executed the APT RE Deed Poll, pursuant to which AFML None of a responsible entity or its associates may vote on as responsible entity of APT has agreed to perform its a resolution of a registered managed investment scheme obligations under the AGL Scheme, the APPML Scheme and APPT Trust Scheme. (such as APPT) if any of them have an interest in the resolution other than as a member. Accordingly, none of A copy of the APT RE Deed Poll is attached in the Aspen Group entities holding APPF securities will vote Annexure F(2) to this Explanatory Memorandum. on any resolution of APPT at the APPT General Meeting.

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

10.5 Entitlement to Merger 10.5.4 APPF security splitting Consideration If APPF or Aspen Group is of the opinion that several APPF securityholders have, before the Record Date, been 10.5.1 Record Date party to a securityholder splitting or division in an attempt Excluding Aspen Group, each Securityholder on the to obtain an advantage by reference to the rounding Record Date (expected to be 7.00pm (Sydney time) provided for in the calculation of the conversion of the on 10 December 2015), will be entitled to the Merger APPF securities under the Merger, APPF may give notice Consideration, regardless of whether they vote in favour to those APPF securityholders: of or against the Merger, or do not vote at all. a. setting out the names and registered addresses of Ineligible Foreign Securityholders, who are not entitled all of them; to participate in the Merger, will have the Merged Group b. stating that opinion; and Securities to which they would otherwise be entitled c. attributing to one of them specifically identified in sold in the Sale Facility, with the sale proceeds remitted the notice the APPF securities held by all of them, in cash. and, after the notice has been so given, the APPF The Merger Consideration to which APPF securityholders specifically identified in the notice must, securityholders and Aspen Group securityholders are for the purposes of implementation of the Merger, be entitled is set out in detail in Section 2.5. taken to hold all those APPF securities and each of the other APPF securityholders whose names are set out in 10.5.2 Dealings in Aspen Group securities the notice must, for the purposes of implementation of and APPF securities the Merger, be taken to hold no APPF securities. For the purpose of establishing who is an Aspen Group securityholder or an APPF securityholder on the Record Date, dealings in Aspen Group securities on or before the 10.6 Implementation of the Merger close of business on the Effective Date will be recognised provided that: 10.6.1 Overview of Merger process Each of the stages to implement the Merger are described a. in the case of dealings of the type to be effected in detail as follows: using CHESS, the transferee is registered in the Aspen Group Register as holder of the Aspen Group 1. Preliminary Stage: Stage 1 of the Merger involves the securities by the Record Date; and following elements: b. in all other cases, if registrable transmission a. all of the entities to comprise the Merged Group are applications or transfers in respect of those dealings listed on the ASX and all of their respective securities are received on or before 5.00pm (Sydney time) on are quoted on a deferred settlement basis; and the Effective Date at the place where the Aspen Parks b. all of the Aspen Group securities and APPF Register is kept. securities of Ineligible Foreign Securityholders are transferred to a Sale Nominee to be sold in the 10.5.3 Fractional entitlements to Sale Facility. Merged Group Securities 2. Aspen Group capital rebalancing: Immediately Where the calculation of the number of Merged Group following Stage 1 of the Merger, AFML, as responsible Securities issued as Merger Consideration would entity of APT, will undertake a distribution of capital from result in an APPF securityholder holding a fraction of a APT which will be compulsoril120y applied by AFML as Merged Group Security the fractional entitlement will agent for the APT unitholders as an additional capital be rounded up to the nearest whole number of Merged payment in respect of their AGL shares. The aggregate Group Securities. amount of the capital distributions and contributions will be $70 million resulting in AGL’s capital increasing, and Where the calculation of the number of Merged Group APT’s capital decreasing, by that amount. Securities issued as Merger Consideration would result in an Aspen Group securityholder not holding the same 3. AGL in-specie distribution of APPF securities: number of Merged Group Securities as the number of Stage 3 of the Merger involves an in-specie distribution Aspen Group securities held, the number of Merged by AGL of its interest (both direct and indirect) in APPF Group Securities of that Aspen Group securityholder will to AGL shareholders pro rata to their AGL shareholding, be adjusted to result in that Aspen Group securityholder to be implemented by: holding that same number of Merged Group Securities. a. AGL distributing its approximately 37.40% interest in APPF to AGL members; b. AGL procuring:

• (i) AFML to distribute its approximately 3.31% interest in APPF to AGL members; and

• (ii) AFML (in its capacity as trustee of Aspen Select Property Fund, of which AGL owns 100% of the units) to distribute its approximately 1.31% interest in APPF to AGL members.

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The proposed structure following implementation of stage 3
of the Merger is set out in simplified form below.
APZ Original non-APZ APFF
securityholders securityholders
100% 42% 58%
A PT AGL APPM L APPT
ASPF
RE Trustee
AFML RE
Note: all ownership interests 100%
4. Capital return: Stage 4 of the Merger involves the b. APPF securityholders (including Aspen Group
following elements: securityholders now holding APPF securities
a. AGL makes a capital return to AGL shareholders following stage 3) applying the capital return
to be implemented by way of an equal capital described in stage 4 to subscribe for AGL shares
reduction and APT makes a capital return to its and APT units at a market price;
APT unitholders; and c. the number of AGL shares, APPML shares, APT
b. APPML makes a capital return to APPML units and APPT units on issue are consolidated in
shareholders to be implemented by way of an accordance with the agreed merger ratios so that
equal capital reduction and APPT makes a capital there is an equal number of each on issue; and
return to APPT unitholders. d. all AGL shares, APT units, APPML shares and
5. Merger: Stage 5 of the Merger involves the following APT units being stapled to create a four-way
elements: stapled group.
a. Aspen Group securityholders applying the capital The proposed structure following implementation
returns described in stage 4 to subscribe for of stage 5 of the Merger is set out in simplified
APPML shares and APPT units at a market price; form below.
Merged Group
securityholders
A PT AGL APPML AP PT
ASPF
RE Trustee
AFML RE
Note: all ownership interests 100%
Superseded Draft Disclosure Document
----- End of picture text -----

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

  - b.  AFML, as responsible entity of APPT, as an application for approximately 17,275 new APPT units at an issue price of $0.197 per APPT unit on behalf of the APT unitholder,

1. Buy-back: Stage 6 of the Merger involves the b. AFML, as responsible entity of APPT, as an buy-back of Merged Group Securities (comprising application for approximately 17,275 new APPT units a selective buy-back of AGL and APPML shares at an issue price of $0.197 per APPT unit on behalf and redemption of APT and APPT units) from those of the APT unitholder, participating APPF securityholders who have elected and AFML, in its capacity as responsible entity of

to have their Merged Group Securities bought back, APPT, and APPML must accept those applications

subject to a cap and pro rata scale back. Further, and register the name and address of the Aspen

APPF securityholders who are subject to any pro Group securityholder as the holder of an additional

rata scale back may elect to participate in a separate approximately 17,275 APPF securities;

Sale Facility.

1. Sale facility: The Merged Group Securities of • have the capital distributions received from AFML, Ineligible Foreign Securityholders and APPF as responsible entity of APPT, and APPML compulsorily securityholders who have elected to participate in the paid to: separate Sale Facility (arising if the cap is reached a. AGL as an application for approximately 4,997

under the buy-back in Stage 6) would be sold by the new AGL shares at an issue price of $0.09 per

Sale Nominee in the same manner (either by way AGL share; and

of bookbuild or on-market) and as part of the same sales process. The Sale Nominee will remit the sale b. AFML, as responsible entity of APT, as an proceeds to the respective securityholders. For further application for approximately 4,997 new APT detail on the Sale Facility, please refer to Section 10.10. units at an issue price of $0.293 per APPT unit on behalf of the APT unitholder,

If the Merger proceeds, the last day for trading in Aspen Group securities on a pre-stapling basis is intended to be and AFML, in its capacity as responsible entity 7 December 2015. The last date for registration of transfers of APT, and AGL must accept those applications of APPF securities and Aspen Group securities prior to the and register the name and address of the Aspen Merger is intended to be 10 December 2015. The Merged Group securityholder as the holder of an additional Group Securities are intended to be jointly quoted on the approximately 4,997 Aspen Group securities; and ASX under the code APZ from 8 December 2015. • have their securities (which at this stage will amount to 14,997 Aspen Group securities and 25,907 APPF

10.7 Worked examples of the securities) consolidated in accordance with the agreed merger ratios so that they hold 10,000 AGL shares,

Merger process 10,000 APT units, 10,000 APPML shares and 10,000

10.7.1 Example Merger process for APPT units which will be stapled together to form 10,000 Merged Group Securities.

Aspen Group securityholders

An Aspen Group securityholder holding 10,000 Aspen The numbers in this worked example are approximate Group securities on the Record Date will, following Stages and subject to rounding however irrespective of rounding, 1, 2 and 3 of the Proposal as described in Section 10.6: Aspen Group securityholders will hold the same number of Merged Group Securities after implementation as

• receive a distribution in specie of their pro-rata share of the number of Aspen Group securities that they hold

Aspen Group’s APPF securities, being approximately immediately prior to implementation.

8,632 APPF securities from AGL and its controlled entities; 10.7.2 Example Merger process for

• receive a capital distribution from AFML, in its capacity APPF securityholders as responsible entity of APT, of approximately $0.35 per An APPF securityholder holding 10,000 APPF securities APT unit, being $3,487 in aggregate; on the Record Date will, following Stage 1, 2 and 3 of the

• receive a capital distribution from AGL of approximately Proposal as described in Section 10.6: $0.107 per AGL share, being $1,073 in aggregate; a. receive a capital distribution from AFML, in its capacity

• in respect of the APPT units received under Stage 3, as responsible entity of APPT, of approximately $0.166 per APPT unit, being $1,659 in aggregate;

receive a capital distribution from AFML, in its capacity as responsible entity of APPT, of approximately $0.166 b. receive a capital distribution from APPML of per APPT unit, being $1,432 in aggregate; approximately $0.056 per APPML share, being $560 in aggregate;

• receive a capital distribution from APPML of approximately $0.056 per APPML share, being $484 c. have the capital distributions received from AFML, as responsible entity of APPT, and APPML

in aggregate; compulsorily paid to:

• have the capital distributions received from AFML, as a. AGL as an application for approximately 5,789

responsible entity of APT, and AGL compulsorily paid to:

  - a.  AGL as an application for approximately 5,789 new AGL shares at an issue price of $0.09 per AGL share;

• a. APPML as an application for approximately 17,275 new APPML shares at an issue price of $0.067 per APPML share; and

• b. AFML, as responsible entity of APT, as an application for approximately 5,789 new APT units at an issue price of $0.293 per APPT unit on behalf of the APT unitholder,

Page 98

10.9 Terms of Merged Group Securities

and AFML, in its capacity as responsible entity of 10.9 Terms of Merged Group Securities APT, and AGL must accept those applications and The shares and units issued will be ordinary shares and register the name and address of the Aspen Group units listed on the ASX, with distributions payable as securityholder as the holder of the approximately determined by the relevant boards in accordance with 5,789 Aspen Group securities; and the constitution of each Merger Entity. Voting rights d. the APPF securityholder (who at this stage will hold are in accordance with the constitutions of the Merger approximately 5,789 Aspen Group securities and Entities and the Corporations Act (comprising one vote 10,000 APPF securities will have those securities per share and voting according to proportionate values consolidated in accordance with the agreed merger for units on a poll, consistent with the requirements of the ratios so that they hold 3,860 AGL shares, 3,860 APT Corporations Act). The relevant constitutions also set out units, 3,860 APPML shares and 3,860 APPT units requirements as to issue price and allocation of the issue which will be stapled together to form 3,860 Merged price among the Merger Entities, with issues, transfers and Group Securities. redemptions/buy-backs to be managed across the stapled entities in accordance with the stapling provisions outlined above. Shares and units will be listed on the ASX and subject to the requirements of the Listing Rules. 10.8 Stapling

Stapling will be achieved by amendments to the 10.10 Sale Facility constitutions of the Merger Entities and through the Stapling Deed, a summary of which is provided in 10.10.1 Overview Section 12.1.3 APPF and Aspen Group have established the Sale Facility to sell Merged Group Securities in two circumstances: The Stapling Deed will take effect after the registers of the Merger Entities are updated to reflect the consolidation • for APPF securityholders who prefer to receive Merger of Aspen Group securities and APPF securities and, Consideration in cash rather than retain their Merged by operation of the Stapling Deed together with the Group Securities in the event that the Cash Option is constitutions of the Merger Entities, each APPF security oversubscribed such that the $35 million cap on the will become stapled to one Aspen Group security to form buy-back is reached, and the APPF securityholder one Merged Group Security. has elected to sell the balance of their Merged Group Securities under the Sale Facility; and The stapling provisions in the constitutions of the Merger Entities are described in Section 12 and in summary • for the sale of Merged Group Securities to which require that: Ineligible Foreign Securityholders would otherwise be entitled, enabling sale proceeds to be remitted to • a transfer of shares or units in any of the Merger them in cash. Entities can only be completed if it is accompanied by a transfer of an equal number of shares or units in Aspen Group securityholders are not eligible to participate each of the other Merger Entities; and in the Sale Facility, other than Aspen Group Ineligible • any issue, repurchase or redemption of shares or units Foreign Securityholders. by one Merger Entity must be matched by an issue, There is no cost to Securityholders to participate in the repurchase or redemption of an equal number of units Sale Facility. or shares in each of the other Merger Entities. Sale Facility Securities will be transferred to the Sale After the Merger, the Merger Entities will have identical Nominee, who will sell these securities by way of a investors with identical proportionate interests in each bookbuild or in the ordinary course of trading on the Merger Entity and the same directors and management ASX, with sale proceeds remitted to the Sale Facility team and the Merged Group Securities will trade jointly Participants in cash. on the ASX and will not be able to be traded or dealt with separately. Therefore, the amended constitutions 10.10.2 Key terms of the Sale Facility and the Stapling Deed also require the Merger Entities A summary of the key terms of the Sale Facility is set to co-operate with each other in conducting their affairs. Specifically, Merged Group securityholders will receive out below: combined annual and other reports and one distribution a. Participation of APPF securityholders (other than and/or dividend payment each six month period. Ineligible Foreign Securityholders) However, for legal and Australian tax purposes APPML APPF securityholders (other than Ineligible Foreign shares, AGL shares, APPT units and APT units will remain Securityholders) will only participate in the Sale Facility separate assets. The Taxation Report in Annexure C sets if they elect to participate in the Cash Option and they out details of the taxation consequences of holding and further elect that in the event that the Cash Option is selling Merged Group Securities. oversubscribed such that the $35 million cap on the buyback is reached, they wish to have the Merged Group Securities to which they become entitled under the scale back sold in the Sale Facility.

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

APPF securityholders can make this election by validly e. Not investment advice completing and submitting the APPF Election Form so For APPF securityholders (other than Ineligible Foreign as to be received by APPF by 5.00pm, 25 November Securityholders), the APPF Board does not make any 2015. An individual APPF Election Form has been recommendation or give any advice as to whether you sent to APPF securityholders with this Explanatory should make an election that may result in participation Memorandum, and must be completed in accordance in the Sale Facility. Your decision whether or not to make with the instructions on the APPF Election Form in such an election should only be made after consultation order to be valid. Any dispute concerning whether an with your financial, investment, taxation or other election to participate in the Sale Facility is valid will be professional adviser, based on your particular investment determined by the APPF RE whose determination is objectives, financial situation, tax position and individual final and determinative of the dispute. needs. In particular, tax considerations may be important. b. Participation of Ineligible Foreign Securityholders Some general comments on the Australian tax Ineligible Foreign Securityholders (whether APPF consequences of the Sale Facility are set out in the securityholders or Aspen Group securityholders) will Taxation Report at Annexure C, however you should automatically participate in the Sale Facility in respect of obtain tax advice from your own independent professional Merged Group Securities to which they would otherwise tax adviser. be entitled, with the sale proceeds remitted in cash. f. More information c. What Sale Facility Participants receive If any additional information is made available about Sale Facility Participants will receive the Sale Facility Price, the Sale Facility, that information will be made and no brokerage costs or other selling expenses will be available on www.aspenfunds.com.au/funds and charged to Sale Facility Participants. www.aspengroup.com.au. You may request a copy of that information by calling the Merger Information Line The Sale Facility Price: on 1300 365 969 (within Australia) or +61 1300 365 969 • is the average sale price achieved by the Sale Nominee (outside of Australia) between 8:30am and 5:30pm (Sydney time) and it will be provided to you free of charge. in selling the Sale Facility Securities, calculated by dividing the gross sale proceeds from the sale of Sale Facility Securities by the number of Sale Facility 10.10.3 How the Sale Facility works for Securities; and APPF securityholders (other than Ineligible Foreign Securityholders) • is uncertain due to a number of factors, including APPF securityholders (other than Ineligible Foreign uncertainty surrounding market conditions before, on Securityholders) who elect to receive cash as Merger and after the Effective Date and uncertainty in relation Consideration under the Cash Option may further elect that to the demand for Merged Group Securities. in the event that the Cash Option is oversubscribed, the The amount that will be paid to Sale Facility Participants Merged Group Securities to which they become entitled for each Merged Group Security may be more or less under any scale back will be sold in the Sale Facility. In this than the market price of Aspen Group securities up to event, the Sale Facility will operate as follows: and including the Effective Date, and may be more or • The aggregate number of Merged Group Securities less than the market price of Merged Group Securities which are subject to the scale back and in respect of after the Effective Date, and might be more or less than which the APPF securityholder has elected to receive the consideration under the Cash Option of $1.34715 cash will be transferred to the Sale Nominee; per Merged Group Security (equivalent to $0.52 per APPF security). • The Sale Nominee will become the holder of Merged Group Securities on the Implementation Date; The market prices for Aspen Group securities prior to the • The Sale Nominee will sell the Merged Group Securities Merger and Merged Group Securities after the Merger within 10 Business Days after the Implementation Date; may change from time to time. On 16 October 2015, the closing price of Aspen Group securities was $1.40, which • All Merged Group Securities to be sold by the Sale is equivalent to $0.54 per APPF security implied under the Nominee in the Sale Facility will be sold: Merger Ratio. Further information on Aspen Group security (i) to institutional investors and/or professional prices can be found in Section 5.1.4 and on the ASX investors under a book build process determined website at www.asx.com.au. in consultation with APPF and Aspen Group; or All Sale Facility Participants will receive the same cash (ii) if the Sale Nominee reasonably determines that amount for each Merged Group Security. The cash sales in the ordinary course of trading on the ASX amount per Merged Group Security will be multiplied is a preferable way, then in the ordinary course of by the number of Merged Group Securities to which a trading on the ASX. Sale Facility Participant would otherwise be entitled and • The Sale Nominee will seek to achieve the best price rounded to the nearest cent to determine the total cash for the Merged Group Securities that is reasonably proceeds payable to that Sale Facility Participant. obtainable at that time bearing in mind a number of

• The Sale Nominee will seek to achieve the best price for the Merged Group Securities that is reasonably obtainable at that time bearing in mind a number of factors, including the prevailing market conditions and the prevailing market for Merged Group Securities;

d. Date for despatch of Sale Facility payments

Payments to Sale Facility Participants under the Sale Facility are expected to be dispatched no later than 20 Business Days after the Implementation Date.

• The prices at which Merged Group Securities are sold through the Sale Facility may be adversely affected by the requirement that the sales be conducted within 10 Business Days of the Implementation Date;

Page 100

• The Sale Nominee will pay the Sale Facility proceeds Ineligible Foreign Securityholders and APPML to the Registry within 15 Business Days after the shareholders who have validly elected the Cash Option Implementation Date. The Registry will then pay to should be aware that, to the extent that this warranty each Sale Facility Participant within 5 business days is untrue in respect of their Ineligible Foreign Securities after receipt of funds an amount equal to the number or their Merged Group Securities (as applicable) and of Merged Group Securities of that Sale Facility their Ineligible Foreign Securities or their Merged Participant sold under the Sale Facility multiplied by Group Securities are not transferred under the relevant the Sale Facility Price; and Scheme free of third party interests, they may be liable

• • The Registry will despatch payment to the bank to compensate AGL, APPML and the Sale Nominee for account to which distributions to that securityholder any damage caused to those parties resulting from such are paid by Aspen Group or APPF as relevant. encumbrance.

• 10.10.4 How the Sale Facility works for 10.11 Merger Implementation Deed Ineligible Foreign Securityholders APPML, AGL and AFML (in its capacities as responsible

• An Ineligible Foreign Securityholder is a Securityholder entity of APPT and APT) entered into the Merger

• on the Record Date whose address on the relevant Implementation Deed on 14 September 2015 (and

• securityholder register is outside Australia or New Zealand amended by the parties on 21 October 2015). The Merger

• (other than such a securityholder who Aspen Group or Implementation Deed sets out the procedures to be

• APPF has determined not to be an Ineligible Foreign followed to implement the Merger and other related matters.

• Securityholder). In addition to those elements of the Merger described

• Due to legal restrictions in foreign jurisdictions, the cost of elsewhere in this Explanatory Memorandum, the

• compliance in foreign jurisdictions, and the small number Merger Implementation Deed deals with the matters

• of Securityholders in foreign jurisdictions, the Merger is not summarised below:

• being offered to Ineligible Foreign Securityholders. a. (agreement to implement the Merger) The

• The Sale Facility operates in a similar way for Ineligible parties agree to use reasonable endeavours to give

• Foreign Securityholders as described in Section 10.10.3 effect to the Merger (including using reasonable

• except that the Aspen Group securities or APPF securities endeavours to ensure satisfaction of the conditions

• of the Ineligible Foreign Securityholder will be transferred precedent) subject to their constitutions, the Merger

• to the Sale Nominee prior to the implementation of the Implementation Deed, and applicable laws.

• Merger. Payment will be made by cheque or bank account in the same manner as distributions are provided to that b. (Conditions precedent) The implementation of Ineligible Foreign Securityholder by APPF or Aspen Group. the Proposal is subject to a number of conditions precedent. A summary of the conditions precedent and the status of each condition precedent at the

• 10.10.5 Warranty by Ineligible Foreign date of this document is set out in Section 2.8

• Securityholders and APPML shareholders who have validly elected the Cash Option c. (obligations) The main obligation of each party under

• Each Scheme provides that each Ineligible Foreign the Merger Implementation Deed is to carry out the Securityholder (and, in the case of the APPML Scheme, transaction steps required to be performed by it to each APPML shareholder as at the Record Date who implement the Merger, including: has submitted a valid APPF Election Form in respect of • To apply for all regulatory approvals necessary the Cash Option) is deemed to have represented and to implement the Merger; warranted to AGL or APPML (as applicable) and the • To apply for the admission of APPML and APPT to Sale Nominee that: the official list of the ASX and the admission of all a. all of the Ineligible Foreign Securities (and, in the case APPML shares and APPT units to quotation and of APPML shareholders who have validly elected the trading on the ASX as a component of Merged Cash Option, all of the Merged Group Securities), Group Securities; including any rights and entitlements attaching to • To prepare, lodge with ASIC and despatch those securities, which are transferred to the Sale to securityholders the disclosure documents Nominee will, at the time they are transferred to (including this Explanatory Memorandum) required the Sale Nominee, be fully paid and free from all in connection with the Merger; mortgages, charges, liens, encumbrances and • To use reasonable endeavours to apply for all interests of third parties of any kind (other than that third party consents required to give effect to

• they must be transferred together with any securities the Merger;

• to which they are stapled), whether legal or otherwise • (in the case of AGL and APPML) To apply to

• and restrictions on transfer of any kind not referred to in the relevant Scheme; and the Court pursuant to section 411(1) of the Corporations Act for an order convening the

• b. it has full power and capacity to sell or otherwise relevant Scheme Meeting; transfer its Ineligible Aspen Group Securities or • (in the case of APT RE and APPT RE) To apply Merged Group Securities (as applicable), including any to the Court for confirmations that it would be rights and entitlements attaching to those securities, in justified in: accordance with the Merger.

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

• (i) convening the relevant General Meeting for The Merger Implementation Deed also deals with the the purposes of considering the relevant recapitalisation proposal and requires that this be put to Constitution Amendment Resolutions and the Aspen Group securityholders. approval of the APT Trust Scheme and APPT Trust Scheme, as applicable; and

• (ii) (subject to the Constitution Amendment 10.12 Stapling Deed Resolutions being passed and the APT AFML as the responsible entity of APPT and APT will Trust Scheme and APPT Trust Scheme enter into the Stapling Deed which sets out the terms being approved) giving effect to the relevant of the relationship between the parties in respect of the constitution amendments and doing all things Merged Group Securities. necessary to implement the Merger; and The parties must co-operate with each other in connection

• • To convene the General Meetings (as applicable). with all matters concerning the Merged Group Securities

• d. (exclusivity) The Merger Implementation Deed and provide reasonable assistance to each other in the contains deal protection measures for both Aspen performance of their obligations. Specifically, they must Group and APPF during an exclusivity period, including co-ordinate their statutory disclosures, adopt consistent restrictions on each of Aspen Group and APPF: accounting and valuation policies, maintain the same • from soliciting an approach in relation to a auditor, maintain a majority of common directors, have consistent investment and borrowing policies and agree

• competing transaction; and on the timing and terms of new issues, bonus and rights

• • from discussing, negotiating or entering into a issues, placements, redemption and buy-backs of Merged competing transaction, or providing a person with Group Securities. due diligence access, subject to the APPF Board’s and Aspen Group Board’s fiduciary and statutory While Stapling applies, the parties may, in exercising any obligations (as applicable). power of discretion, have regard to the interests of holders

• e. (termination rights) A party may terminate the of Merged Group Securities as a whole and not only to the interests of shareholders or unitholders (as the case may

• Merger Implementation Deed by notice in writing to be) alone.

• the other parties if certain events occur prior to the Implementation Date. These events include: AGL shares, APT units, APPML shares and APPT units • if any of the Schemes or Trust Schemes has not will be stapled to form Merged Group Securities. None become effective on or before 29 February 2016; of the parties may issue, sell, cancel, vary or transfer

• • if any of the resolutions required to implement the any shares or units (or rights to shares or units) unless corresponding shares or units or rights in the other

• Merger are not approved by the requisite majority; members of the Merged Group are also issued, sold,

• • if the Independent Expert opines that the Merger cancelled or transferred at the same time. is not in the best interests of Aspen Group securityholders or APPF securityholders; While Stapling applies, each party may if called upon by

• • if there is a change in either the Aspen Group the other party, procure that it and any of its controlled Board’s or APPF Board’s recommendation to vote entities extend financial benefits to each other, including by way of lending money, giving guarantees or engaging

• in favour of the Merger; in joint borrowing.

• • AGL or APT RE may terminate the Merger Implementation Deed if a person (other than AGL The parties are required to agree on what part of the or APT RE) acquires a relevant interest in more than amount payable for the issue, redemption or buy-back of 20% of APPF securities; (or option to subscribe for) a Merged Group Security is to

• • APPML or APPT RE may terminate the Merger represent and the price payable for the issue, redemption or buy-back (or option to subscribe) for each of the units

• Implementation Deed if a person acquires a and shares comprising the Merged Group Security. This

• relevant interest in more than 20% of Aspen Group is generally done on the basis of the relative fair values

• securities; and of the unit and share components of the Merged Group

• • if there is an unremedied breach of the Merger Security agreed between the parties prior to the issue, Implementation Deed (including for a breach of redemption, and buy-back or granting of the Merged a representation or warranty). Group Security or option.

• f. (limitation of liability) The liability of AFML (in its capacities as responsible entity of APT and APPT) arising under or in connection with the Merger Implementation Deed is limited to and can be enforced against AFML only to the extent to which it can be satisfied out of the assets of APT or APPT (as applicable) out of which AFML is actually indemnified for the liability, except where the liability arises as a result of AFML’s fraud, negligence, wilful misconduct or breach of trust. This limitation of AFML’s liability extends to all liabilities and obligations of AFML in any way connected with any representation, warranty, conduct, omission, deed or transaction related to Merger Implementation Deed.

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11. Meeting Details 11.1 Meetings place, date and times (g) i n respect of Aspen Group, approve the proposed transfer of $70 million of capital from APT to AGL Each of the Scheme Meetings and General Meetings (Capital Rebalancing Resolutions); Capital Rebalancing Resolutions); ); will be held on Wednesday, 2 December 2015 at (h) in respect of APPML, approve the appointment of the Gloucester Room, Quay West, 98 Gloucester Street, The Rocks NSW 2000. additional directors (APPML Director Appointment Resolutions); and); and The AGL Scheme Meeting will commence (i) in respect of Aspen Group, approve the buy-back at 9.30am (Sydney time). of AGL shares as a component of Merged Group The APPML Scheme Meeting will commence Stapled Securities under the Cash Option (Buy-back at 11.00am (Sydney time). Resolution).). The Aspen Group General Meeting will commence The purpose of the Scheme Meetings and the General at 10.00am (Sydney time) (or as soon thereafter as the Meetings is to obtain these approvals. AGL Scheme Meeting has concluded). Each of the General Meetings Resolutions is conditional The APPF General Meeting will commence upon the each of the Schemes becoming Effective. at 11.30am (Sydney time) (or as soon thereafter as the APPML Scheme has concluded). Resolutions and General Meeting Resolutions being approved, other than the APPML Director Appointment 11.2 Resolutions Director Appointment Resolutions being approved. A number of securityholder and Court approvals are required to implement the Merger. detail below. Aspen Group securityholder approval and APPF securityholder approval is required to: (a) approve the scheme of arrangement of AGL and 11.3 Approval of the Schemes APPML, respectively (each a Scheme Resolution); First Court Hearing (b) reduce the capital of AGL and APPML, respectively (each a Capital Reduction Resolution);Capital Reduction Resolution);); that the Scheme Meetings in relation to the scheme of arrangement for each of AGL and APPML be convened (c) amend the constitutions of AGL, APT, APPML and and that the Disclosure Documents be despatched to APPT to ensure they are consistent, in preparation for stapling (each a Constitution Amendment Constitution Amendment Resolution);); The orders made by the Court convening each Scheme (d) approve the Merger for all purposes (each a

(g) i n respect of Aspen Group, approve the proposed transfer of $70 million of capital from APT to AGL (Capital Rebalancing Resolutions); Capital Rebalancing Resolutions); );

(h) in respect of APPML, approve the appointment of additional directors (APPML Director Appointment Resolutions); and); and

(i) in respect of Aspen Group, approve the buy-back of AGL shares as a component of Merged Group Stapled Securities under the Cash Option (Buy-back Resolution).).

The purpose of the Scheme Meetings and the General Meetings is to obtain these approvals. Each of the General Meetings Resolutions is conditional upon the each of the Schemes becoming Effective.

The Merger is conditional on each of the Scheme Meeting Resolutions and General Meeting Resolutions being approved, other than the APPML Director Appointment Resolutions. The Merger is not conditional on the APPML Director Appointment Resolutions being approved.

The Court approvals and Resolutions are set out in further detail below.

• (b) reduce the capital of AGL and APPML, respectively (each a Capital Reduction Resolution);Capital Reduction Resolution););

On 23 October 2015, the Court made the requisite orders that the Scheme Meetings in relation to the scheme of arrangement for each of AGL and APPML be convened and that the Disclosure Documents be despatched to Aspen Group securityholders and APPF securityholders. The orders made by the Court convening each Scheme Meeting do not constitute an endorsement of, or any other expression of opinion on, the Schemes or the Disclosure Documents.

• (c) amend the constitutions of AGL, APT, APPML and APPT to ensure they are consistent, in preparation for stapling (each a Constitution Amendment Constitution Amendment Resolution););

• (d) approve the Merger for all purposes (each a Proposal Approval Resolution);

• (e) approve the giving of financial benefits by AGL and APPML, respectively, to related parties under the Stapling Deed (each a Stapling Deed ResolutionStapling Deed Resolution);

• (e) approve the giving of financial benefits by AGL and APPML, respectively, to related parties under the Stapling Deed (each a Stapling Deed ResolutionStapling Deed Resolution);

Approvals required from Aspen Group securityholders and APPF securityholders and the Court

For the AGL Scheme and the APPML Scheme to take effect, section 411(4) of the Corporations Act requires a meeting of Aspen Group securityholders (in their capacity as AGL shareholders) and two separate meetings of APPF securityholders (in their capacity as APPML shareholders) to be held, respectively, at which the relevant Scheme must be approved by a resolution passed by a majority in number of Aspen Group securityholders or APPF securityholders (as relevant) present and voting (either

• (f) approve the consolidation of AGL shares and APPML shares and the rounding of any resulting fractions of a share in accordance with the terms of the AGL Scheme and APPML Scheme respectively (each a Consolidation Resolution);

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

in person or by proxy) at the relevant Scheme Meeting ASIC has also been given the opportunity to comment on and representing in aggregate not less than 75% of the the Disclosure Documents in accordance with subsection votes cast on the resolution at the relevant Scheme 411(2) of the Corporations Act. ASIC has been requested Meeting. The Scheme Resolution to approve the AGL to provide a statement, in accordance with subsection Scheme is set out in the Notice of Scheme Meeting 411(17)(b) of the Corporations Act, that it has no objections – Aspen Group Limited. The Scheme Resolution to to each of the Schemes. If ASIC provides that statement in approve the APPML Scheme is set out in the Notice of relation to each of the Schemes, it will be produced to the Scheme Meeting – Aspen Parks Property Management Court at the relevant Second Court Hearing. Ltd (Non Aspen Group entities) for the APPML Scheme Meeting of APPF securityholders other than Aspen Group What will happen under the Schemes? entities and the Notice of Scheme Meeting – Aspen If the Schemes are approved by Aspen Group Parks Property Management Limited (Aspen Group securityholders and APPF securityholders (as relevant), entities) for the APPML Scheme Meeting of Aspen Group and the Court at the relevant Second Court Hearing, each entities only. The results of each of the Scheme Meetings Scheme will become formally Effective when a copy of the must then be provided to the Court, which will consider Court order approving each of the Schemes is lodged with whether or not to approve each of the Schemes. ASIC, or on such earlier date as the Court determines and specifies in the relevant order. For the reasons set out in Section 4.14, each of the Aspen Group Directors recommends that you vote in favour of the If the Schemes becomes Effective, then on the Scheme Resolution in relation to the AGL Scheme (in the Implementation Date: absence of a superior proposal) and for the reasons set out in Section 3, each of the APPF Directors recommends that (a) each eligible Aspen Group securityholder (in their you vote in favour of the Scheme Resolutions in relation to capacity as AGL shareholders) as at the Record Date APPML Scheme (in the absence of a superior proposal). will become a member of the Merged Group; (b) each eligible APPF securityholder (in their capacity Second Court Hearings as APPML shareholders) as at the Record Date will Each of AGL and APPML will apply to the Court for an become a member of the Merged Group; and order approving the scheme of arrangement of AGL and (c) each Ineligible Foreign Securityholder will be APPML, respectively, if the relevant Scheme is approved compulsorily divested of their Aspen Group or APPF by the requisite majority of Aspen Group securityholders or securities (as relevant), which will participate in the APPF securityholders (as relevant) at the relevant Scheme Sale Facility. Meetings. The Court has discretion as to whether to grant the orders approving the relevant Scheme, even if the Judicial advice relevant Scheme is approved by the requisite majority of AFML (as responsible entity of each of APT and APPT) Aspen Group securityholders or APPF securityholders has applied to the Court for judicial advice and has (as relevant). received such advice confirming that: Each Aspen Group securityholder or APPF securityholder (a) AFML would be justified in convening the General (as relevant) and, with the Court’s permission, any other Meetings for the purposes of considering the General interested person has the right to appear at the relevant Meetings Resolutions relating to APT and APPT at the Second Court Hearing. General Meetings to implement the Merger; and The Corporations Act and the Supreme Court (b) subject to approval of the General Meetings (Corporations) Rules 1999 provide a procedure for Resolutions at the General Meetings, AFML would be Aspen Group securityholders or APPF securityholders justified in proceeding on the basis that the proposed (as relevant) to oppose the approval by the Court of the amendments to the APT and APPT constitutions relevant Scheme. If you wish to oppose the approval of would be within its powers as responsible entity a Scheme at the relevant Second Court Hearing, you of each of APT and APPT, including the powers may do so by filing with the Court and serving on Aspen of alteration conferred by those constitutions and Group or APPF (as relevant) a notice of appearance in the section 601GC of the Corporations Act. prescribed form together with any affidavit on which you At the Second Court Hearings, AFML will seek judicial wish to rely at the hearing. With leave of the Court, you advice confirming that it would be justified in acting upon may also oppose the approval of a Scheme by appearing the General Meetings Resolutions relating to APT and at the relevant Second Court Hearing and applying to APPT passed at the General Meetings. raise any objections you may have at the hearing. Aspen Group or APPF (as relevant) should be notified in advance Any person who claims that his or her rights as an APT of an intention to object. The date for the Second Court unitholder or APPT unitholder will be prejudiced by the Hearings in relation to the scheme of arrangement for APT or APPT constitutional amendments (as applicable) each of AGL and APPML is currently scheduled to be or the implementation of the APT Trust Scheme or APPT 4 December 2015, though an earlier or later date may Trust Scheme (as applicable) may, at the Second Court be sought. Any change to this date will be announced Hearings, apply to the Court for such orders or directions through the ASX and notified on Aspen Group or APPF’s as the circumstances may require. website, as relevant (at www.aspengroup.com.au or www.aspenfunds.com.au/funds).

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11.4 Capital Reduction Resolutions

will need to be adopted, and which APPML will lodge with ASIC;

Aspen Group • the amendments to the APT constitution will be The Capital Reduction Resolutions in respect of AGL are recorded in a supplemental deed which AFML as set out in the Aspen Group Notices of General Meeting. responsible entity of APT will execute and lodge Each Capital Reduction Resolution must be approved by with ASIC; and a simple majority of votes cast on the relevant resolution • the amendments to the APPT constitution will be in order to be passed. recorded in a supplemental deed which AFML as AGL has proposed the Capital Reduction Resolutions responsible entity of APPT will execute and lodge in relation to AGL to permit AGL to reduce its share with ASIC. capital on the Implementation Date, to effect stage 3 The new AGL constitution and APT supplemental deed (In-specie distribution) and stage 4 (Capital return) of the are available for inspection at the office of Aspen Group implementation steps, as described in section 10.6. Entities and the new APPML constitution and APPT The Aspen Group Directors are of the view that, taking supplemental deed are available for inspection at the into account all relevant matters, the capital reductions offices of the APPF Entities. The offices of the Aspen in relation to AGL are fair and reasonable to AGL Group Entities and APPF Entities are located at shareholders as a whole and will not materially prejudice Level 18, 9 Hunter Street, Sydney, NSW, 2000. The the ability of AGL to pay its creditors. relevant constitution and supplemental deed will be available for inspection between 9:00am and 5:00pm Aspen Group securityholders are not required to approve on Business Days. A copy of the relevant constitution the returns of capital by APT RE out of APT. and supplemental deed will also be made available on APPF the Aspen Group website (www.aspengroup.com.au) or Aspen Parks Property Fund website (www.aspenfunds. The Capital Reduction Resolutions in respect of APPML com.au/funds) or on request free of charge by calling the are set out in the APPF Notices of General Meeting. Merger Information Line on 1300 365 969 (within Australia) Each Capital Reduction Resolution must be approved by or +61 1300 365 969 (outside of Australia) between a simple majority of votes cast on the relevant resolution 8.30am and 5.30pm (Sydney time) Monday to Friday. in order to be passed. APPML has proposed the Capital Reduction Resolutions 11.5.1 Amendment to AGL and APPML constitutions in relation to APPML to permit APPML to reduce its share The AGL and APPML constitutions are in substantially capital on the Implementation Date, to effect stage 4 similar form. The key proposed changes to the AGL and (Capital return) of the implementation steps, as described APPML constitutions are set out below. in section 10.6. The existing AGL and APPML constitutions will be The APPF Directors are of the view that, taking into replaced with new constitutions which will differ from the account all relevant matters, the capital reductions in existing constitutions by the inclusion of provisions relating relation to APPML are fair and reasonable to APPML to Stapling and the implementation of the Merger. The shareholders as a whole and will not materially prejudice new constitutions will take into account current market the ability of APPML to pay its creditors. practice and changes in the Corporations Act (as modified by any applicable ASIC relief). The key differences are set out below. 11.5 Constitution Amendment Resolutions Capital management The constitutions of each of AGL and APPML will be Provisions have been included to allow the re-allocation replaced and the constitutions of APT and APPT amended of capital across the Stapled entities of the Merged Group, in order to implement the Merger. to ensure that each entity is appropriately capitalised. These amendments will be effected by way of a special For this purpose, the new provisions enable each resolution of Aspen Group securityholders (in their company, to at any time, with approval by ordinary capacity as shareholders of AGL and unitholders in resolution of members distribute an amount of capital APT) and APPF securityholders (in their capacity as from the relevant company, on terms that the distribution shareholders in APPML and unitholders in APPT), which, is to be applied by the company (on behalf of and at the if passed will replace and amend the AGL and APT deemed direction of members) as a capital payment to constitutions (respectively), and replace and amend the another Stapled entity of the Merged Group. APPML and APPT constitutions (respectively). Similarly, the constitutions facilitate another Stapled entity The constitutional amendments will be recorded and of the Merged Group undertaking a capital reduction or lodged as follows: distribution, on terms that the whole or any part of that

Similarly, the constitutions facilitate another Stapled entity of the Merged Group undertaking a capital reduction or distribution, on terms that the whole or any part of that amount is to be paid to or for the benefit of each member of the relevant trust. In that event, each member of the relevant company is deemed to have directed the relevant company to accept that incoming capital reallocation amount on their behalf.

• the amendments to the AGL constitution will be recorded in a new constitution of AGL which will need to be adopted, and which AGL will lodge with ASIC;

• the amendments to the APPML constitution will be recorded in a new constitution of APPML which

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

Other amendments

• (l) (dividends) amending the dividend provisions, including to take into account the changes that have been made to the Corporations Act in relation to payment of dividends.

• Amendments have also been made to update the constitution, including: been made to the Corporations Act in relation to payment of dividends.

• (a) (stapling) amending the stapling provisions so that they are clearly mirrored in the constitutions of 11.5.2 Amendments to the APT and Merged Group members in a single schedule in their APPT constitutions constitutions; The APT and APPT constitutions are in substantially

• (b) (preference share terms) inserting the terms on similar form. which each company may issue preference shares as a schedule to each constitution. Each company The existing APT and APPT constitutions will be amended will continue to be able to issue preference shares by the inclusion of provisions relating to Stapling and the both on terms approved by a resolution of the implementation of the Merger. The amendments also relevant company or on the terms included in the update the constitutions, taking into account current new schedule; market practice and changes in the Corporations Act (as modified by any applicable ASIC relief).

• (c) (share certificates) removing the provisions that apply to when a member can request a share certificate and The key amendments are set out below. References when the relevant company need not issue a share in this section to “AFML” are to AFML in its capacity as certificate so that the appropriate provisions under the responsible entity of the relevant trust. Corporations Act and Listing Rules will apply; The changes will take effect upon the APT Supplemental

• (d) (small holdings) simplifying the provisions relating Deed Poll (in the case of the APT constitution) and

• to divestment of small holdings and unmarketable APPT Supplemental Deed Poll (in the case of the APPT

• parcels and aligning these to those included in the constitution), each executed by AFML, being lodged with

• constitutions of APT and APPT; ASIC under section 601GC of the Corporations Act.

• (e) (transfer) updating the transfer provisions including inserting more detailed provisions regarding Merger proposal mechanics transmission of shares on death, bankruptcy or mental It is proposed to add a new schedule to each of the incapacity of a member; constitutions to facilitate the Merger proposal, which will

• (f) (meetings and voting) amending the provisions allow and authorise AFML, as the responsible entity of relating to meetings of members and voting by the relevant trust, to give effect to the steps set out in members, including permitting members to demand a Section 10.6. poll on the election of the chairman or a question of an adjournment, clarifying the number of votes a holder Capital management of a partly paid share will have on a poll and inserting Provisions have been included to allow the re-allocation new provisions relating to direct voting by members; of capital across the Stapled entities of the Merged Group,

• (g) (proxies) removing detailed provisions relating to to ensure that each entity is appropriately capitalised. appointment of proxies and their rights at a general For this purpose, the new provisions enable AFML to at

• meeting of the company so that the provisions in the any time, with approval by ordinary resolution of members,

• Corporations Act and Listing Rules apply; to distribute an amount of capital from the relevant trust,

• (h) (call and forfeiture) simplifying the provisions relating on terms that the distribution is to be applied by AFML to a call on and forfeiture of partly paid shares to clarify (on behalf of and at the deemed direction of members) the time periods in which notices of call and forfeiture as a capital payment to another Stapled entity of the must be given by the relevant company and ensure Merged Group. that the provisions align to the requirements of the Similarly, the constitutions facilitate another Stapled entity

• Listing Rules and provisions in the constitutions of APPT and APT; of the Merged Group undertaking a capital reduction or distribution, on terms that the whole or any part of that

• (i) (directors) updating the provisions relating to directors amount is to be paid to or for the benefit of each member appointment (including in relation to the period of time of the relevant trust. In that event, each member of the

• a director can hold office without re-election in line relevant trust is deemed to have directed AFML to accept

• with the Listing Rules), rotation and interests; that incoming capital reallocation amount on their behalf.

• (j) (powers and duties of directors) simplifying the provisions relating to the powers and duties of Reorganisations directors; The amendments insert specific powers for AFML to

• (k) (indemnity and insurance) modernisation of the carry out certain types of reorganisation proposals in provisions regarding indemnity and insurance to permit the future, including consolidating or dividing units in the (but do not oblige) the relevant company to indemnify relevant trust, stapling and unstapling units in the relevant any current or former director or secretary or officer of trust, and with the approval of an ordinary resolution the relevant company or subsidiary of the company, of members, undertaking various other strategies to purchase insurance and enter into an agreement with restructure the relevant trust (for example exchanging units them in connection with the indemnity and insurance in the relevant trust for units in another trust or stapling along with access to the company’s records; and or unstapling securities to the units in the trust).

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considers that the flexibility in setting the issue price of the Merged Group Securities allowed by the 2013 Class Order is more appropriate for the Merged Group as a listed stapled group comprising two trusts and two companies (recognising there are no restrictions on setting the issue price of shares under AGL and APPML’s constitutions).

Issue price of units and options

In June 2013, ASIC issued Class Order 13/655 (2013 Class Order) which affords a responsible entity Order is more appropriate for the Merged Group as of registered managed investment scheme greater a listed stapled group comprising two trusts and flexibility when setting the price at which interests in the two companies (recognising there are no restrictions scheme may be issued. However, the 2013 Class Order on setting the issue price of shares under AGL and imposes increased compliance requirements when APPML’s constitutions). exercising these discretions. For existing registered The amendments to the APT and APPT constitutions schemes, such as APPT and APT, the new provisions have the effect of removing certain restrictions on AFML are not automatically imposed and the responsible entity in setting the issue price of the Merged Group Securities. must opt-in to operate under the 2013 Class Order. In particular, the effect of these amendments on AFML’s AFML proposes to opt-in to the 2013 Class Order ability to set the issue price of the Merged Group regime on implementation of the Merger as AFML Securities is as follows: Issue Current Provision New Provision Placements AFML may determine the issue price. AFML may determine the issue price. Rights issues Issue price must not be less than 50% of the AFML may determine the issue price. market price of stapled securities (being the weighted average price per security for sales on ASX for the period of 15 days immediately prior to the relevant day. Distribution Issue price is the weighted average of all AFML may determine the issue price. Reinvestment Plan sales of stapled securities recorded on the ASX during the first 5 trading days following the end of the period to which the distribution relates less such discount if any, not exceeding 10% as AFML may determine. Options The issue price of an APT Unit or an APPT The issue price of an APT Unit or an APPT Unit on exercise of an option may be Unit on exercise of an option may be determined by AFML, provided that the determined by AFML. exercise price is less than the price that would otherwise apply under the constitution by a percentage not exceeding 50%. Other amendments (f) (redemption and transfer) clarifying the provisions Amendments have been made to update the that apply for redemptions and transfers of units constitutions, including: including inserting more detailed provisions regarding transmission of units, options or financial instruments (a) (stapling) amending the stapling provisions so that they on death, bankruptcy or mental incapacity of a are clearly mirrored in the constitutions of Merged Group member; entities in a single schedule in their constitutions; (g) (classes of units) simplifying provisions relating to (b) (options) inserting more detailed provisions relating to the issue of units of different classes; the issue of options to acquire units in the relevant trust; (h) (market price) amending the manner that “market price” (c) (financial instruments) including the new ability for is calculated for various reasons; the relevant trust to issue financial instruments (such (i) (call and forfeiture) simplifying the provisions relating as convertible notes, derivatives or debentures), subject to a call on and forfeiture of partly paid units so that to the Corporations Act; they align to the provisions in the AGL and APPML (d) (fees) amending the fee provisions, so that AFML is provisions and the Listing Rules; and entitled to a maximum annual management fee made (j) (processing applications) amending provisions up of 0.5% per annum of the value of the aggregate relating to the processing of applications for units value of the assets of the relevant trust; by AFML. (e) (meetings and voting) amending the provisions relating to meetings of members and voting by members, including inserting new provisions relating to direct voting by members;

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

Group securityholder approvals for transactions between the stapled entities of the Merged Group, namely AGL, APPML, APT and APPT (or their controlled entities).

11.6 Proposal Approval Resolutions

The Proposal Approval Resolutions are ordinary APPML, APT and APPT (or their controlled entities). resolutions of AGL shareholders, APPML shareholders, APT unitholders and APPT unitholders to authorise AGL, The Stapling Deed Resolutions are being proposed for APPML and AFML (as relevant) to carry out the Merger the purpose of section 208 of the Corporations Act. and do all things necessary to give effect to the terms of the Merger Implementation Deed. The following information comprises the explanatory statement for AGL, in accordance with section 219 of The Proposal Approval Resolutions must be approved the Corporations Act: by a simple majority of votes cast on each resolution in order to be passed. • the related parties to whom the Stapling Deed Resolution in relation to Aspen Group would permit financial benefits to be given are the related parties of 11.7 Stapling Deed Resolutions AGL who receive financial benefits under the Stapling Deed from time to time (including directors of AGL and Aspen Group securityholders (in their capacity as AGL their controlled entities but only to the extent that those shareholders) are asked to consider, as an ordinary directors indirectly receive the benefits by virtue of their resolution, a resolution to approve the provision of financial benefits by AGL (and its controlled entities) holding of Merged Group Securities, or AFML). The resolution is not intended to permit financial benefits to to related parties by giving effect to the terms of any controlled entities of AGL which are not wholly owned; transactions contemplated under the Stapling Deed (to which AGL will become a party). • the nature of the financial benefits are those given under the Stapling Deed or as a result of transactions Similarly, APPF securityholders (in their capacity as entered into in accordance with the Stapling Deed, APPML shareholders) are asked to consider, as an including benefits indirectly received by directors of ordinary resolution, a resolution to approve the provision AGL as a result of their holding of Merged Group of financial benefits by APPML (and its controlled entities) Securities, and the provision by AGL of loans, to related parties by giving effect to the terms of any guarantees and other benefits described above; transactions contemplated under the Stapling Deed (to • each of the Aspen Group Directors recommends to which APPML will become a party). the Aspen Group securityholders that the Stapling Following implementation of the Merger, the Stapling Deed Deed Resolution in relation to Aspen Group be will be between AGL, APPML, AFML (as responsible entity approved and considers that giving effect to the terms of APT) and AFML (as responsible entity of APPT). The of and the transactions under the Stapling Deed, Stapling Deed provides that the parties must operate on and the dealings between AGL, APPML, APT and a co-operative basis for the benefit of the Merged Group APPT will be in the overall interests of Aspen Group securityholders as a whole, including providing financial securityholders; accommodation to each other. Please see section 12.1.3 • none of the AGL Directors has an interest in the for a summary of the Stapling Deed. outcome of the proposed Stapling Deed Resolutions Chapter 2E of the Corporations Act contains restrictions other than as a holder of Aspen Group securities on public companies providing financial benefits to as disclosed in section 12.11, as a holder of APPF related parties. Future dealings by AGL or APPML (or securities as disclosed in section 12.11, as a holder of their controlled entities) with other Merged Group entities Merged Group Securities (if the Proposal is approved); could result in financial benefits being conferred by AGL and or APPML on its related parties. These related parties • there is no information, other than that which is set out may include directors of AGL or APPML, who will hold in the Disclosure Documents, that is known to Aspen units in APT and APPT (as part of their Merged Securities), Group or any of the Aspen Group Directors which is and therefore by virtue of their security holdings indirectly reasonably required by Aspen Group securityholders receive a benefit from AGL or APPML as a result of the in order to decide whether or not it is in the interests of benefit given by AGL or APPML to the other entities of AGL to pass the Stapling Deed Resolution in relation the Merged Group. The Stapling Deed does not permit to AGL. financial benefits to be given directly to any of the directors of AGL or APPML. The following information comprises the explanatory statement for APPML, in accordance with section 219 of In addition, the provision by AGL or APPML of loans, the Corporations Act: guarantees and security for borrowings or acquisitions • the related parties to whom the Stapling Deed of APT or APPT, as well as any non-arm’s length pricing Resolution in relation to APPF would permit financial of the cost of property or services provided by AGL or benefits to be given are the related parties of APPML APPML to APT or APPT, could be regarded as a financial who receive financial benefits under the Stapling Deed benefit to APT or APPT unitholders. from time to time (including directors of APPML and The Stapling Deed Resolutions seek approval of the giving their controlled entities but only to the extent that of financial benefits to related parties of AGL and APPML those directors indirectly receive the benefits by virtue under the Stapling Deed, or pursuant to any transaction of their holding of Merged Group Securities, or AFML). entered into in accordance with the Stapling Deed. The resolution is not intended to permit financial Approval of the Stapling Deed Resolutions will reduce benefits to controlled entities of APPML which are the need for independent valuations, reports and Merged not wholly owned;

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• the nature of the financial benefits are those given 11.9 Capital Rebalancing Resolutions under the Stapling Deed or as a result of transactions Aspen Group is proposing to reallocate up to $70 million entered into in accordance with the Stapling Deed, of APT’s capital to AGL through implementation of the including benefits indirectly received by directors of capital rebalancing proposal described below. APPML as a result of their holding of Merged Group Securities, and the provision by APPML of loans, guarantees and other benefits described above; (a) Capital structure following implementation of the capital rebalancing proposal • each of the APPF Directors recommends to the APPF Following the implementation of the capital rebalancing securityholders that the Stapling Deed Resolution proposal, the capital of Aspen Group will remain in relation to APPF be approved and considers that unchanged. However the capital position of AGL giving effect to the terms of and the transactions under will move from what was a net asset deficiency of the Stapling Deed, and the dealings between AGL, $0.1 million as at 30 June 2015 to a positive net capital APPML, APT and APPT will be in the overall interests position which, if the capital rebalancing proposal had of APPF securityholders; been implemented on 30 June 2015, would have been • none of the APPML Directors has an interest in the approximately $69.9 million. outcome of the proposed Stapling Deed Resolution in relation to APPML other than as a holder of APPF (b) The capital rebalancing proposal securities as disclosed in section 12.11, as a holder of Under the capital rebalancing proposal, APT will reallocate Aspen Group securities as disclosed in Section 12.11, up to $70 million of its existing capital to AGL. The capital as a holder of Merged Group Securities (if the Proposal rebalancing proposal will involve the following steps: is approved); and • there is no information, other than that which is set • APT RE will make a distribution of capital in respect of out in the Disclosure Documents, which is known to each APT Unit of approximately $0.618 per APT unit APPF or any of the APPF Directors which is reasonably which will be allocated to APT unitholders; and required by APPF securityholders in order to decide • in accordance with the APT Constitution, APT whether or not it is in the interests of APPML to pass unitholders will be deemed to have directed APT RE the Stapling Deed Resolution in relation to APPML. to pay that amount to AGL as an additional capital contribution. The Stapling Deed Resolution in relation to AGL is out in the Notices of General Meeting – Aspen Group, annexed Securityholders are not required to provide any new as Annexure B of the Aspen Group Securityholder Booklet capital to Aspen Group. Importantly: and the Stapling Deed Resolution in relation to APPML is • the capital rebalancing proposal will not impact on the set out in the Notices of General Meeting – APPF, annexed current or future distribution guidance of 9.4 cents per as Annexure B of the APPF Securityholder Booklet. Aspen Group security; • all Aspen Group securityholders will be treated equally 11.8 Consolidation Resolutions under the capital rebalancing proposal and the The implementation of the Merger involves the issue of contributions to AGL will be on a pro-rata basis such Aspen Group securities to APPF securityholders and the that there will be no change in voting rights or control issue of APPF securities to Aspen Group securityholders. of either AGL or APT; and Following these issues of securities both the Aspen • the capital rebalancing proposal will not result in a Group securities and the APPF securities on issue must change in NTA per Aspen Group security (the only be consolidated in order to ensure that there are equal change will be a reduction in the NTA allocated to the number of Aspen Group securities and APPF securities APT units and a corresponding increase in the NTA held by each securityholder participating in the Merger. allocated to the AGL units). AGL and APPML have proposed the Consolidation Resolutions to effect stage 5c of the implementation (c) Reasons for the capital rebalancing proposal steps, as described in Section 10.6. The following reasons outline why the Aspen Group The consolidation of AGL shares and APPML shares is Directors recommend that you vote in favour of the required to be approved by ordinary resolution of AGL Capital Rebalancing Resolutions: shareholders and APPML shareholders, respectively, • the capital position of AGL will move from a net under section 254H(1) of the Corporations Act. Aspen asset deficiency to a positive net capital position; and Group securityholders and APPF securityholders are not • the capital rebalancing proposal will enable AGL to required to approve the consolidation of APT units and undertake the implementation steps to give effect APPT units respectively as part of the implementation to the Merger (including the in specie distribution of the Merger. of APPF securities and the capital return to Aspen Group securityholders) and still have a net positive capital position.

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

at the General Meetings will be passed as ordinary resolutions only if they have been passed by more than 50% of the votes cast by the Securityholders entitled to vote on those resolutions.

11.10 Buy-back Resolution

The Cash Option involves the buy-back of Merged Group than 50% of the votes cast by the Securityholders Stapled Securities, including a selective buy-back of the entitled to vote on those resolutions. AGL share and APPML share components of Merged Group Stapled Securities and a redemption of the APT Each Aspen Group and APPF securityholder who unit and APPT unit components of those Merged Group is registered on the Aspen Group or APPF Register, Stapled Securities. The terms of the buy-back agreement respectively, at 7.00pm (Sydney time) on 30 November for a selective buy-back of AGL shares is required to be 2015 is entitled to attend and vote, either in person or approved by special resolution of AGL shareholders under by proxy, at the Aspen Group Meetings and the APPF section 257D(1) of the Corporations Act. Meetings, respectively. AGL has proposed the Buy-back Resolution to effect stage 6 (Buy-back) of the implementation steps, as Voting by poll described in Section 10.6. Each Resolution proposed at the Meetings will be decided by way of a poll. ASIC has provided relief to APPML from the requirement for APPML shareholders to approve the selective buy-back On a poll for AGL or APPML, each Securityholder has of APPML shares under the Cash Option. Aspen Group one vote for every AGL share or APPML share held, securityholders and APPF securityholders are not required respectively. to approve the redemption of APT units and APPT units On a poll for APT or APPT, each Securityholder has one respectively as part of the buy-back of Merged Group vote for each dollar of the value of the total interests they Stapled Securities under the Cash Option. have in APT or APPT, respectively. ASIC has granted relief to AGL from section 257D(1)(a) of The value of a unit in APT or APPT is the amount that the Corporations Act to allow Aspen Group securityholders AFML determines in writing to be the price that a who also hold APPF securities, and their associates, to willing but not anxious buyer would pay for the APT or vote in favour of the Buy-Back Resolution. APPT, respectively, if it were sold on the business day The Aspen Group Directors are of the view that the buy-back immediately before the date of the Meetings. will not materially prejudice AGL’s ability to pay its creditors. If you do not vote or vote against the Resolutions, but the Resolutions are approved by the required majority of 11.11 Interconditionality Securityholders and all other conditions precedent to the Merger are either satisfied or waived, then the Merger will Each of the Resolutions must be passed in order for the be implemented and will be binding on all Aspen Group Merger to be implemented other than the APPML Director securityholders and APPF securityholders. Appointment Resolutions. Accordingly, if any of the Resolutions other than the Voting exclusions APPML Director Appointment Resolutions are not passed, Under section 253E of the Corporations Act, AFML, the the Merger will not proceed. responsible entity of APT and APPT, and its associates Further conditions precedent which need to be satisfied will not be entitled to vote on a Resolution of members of APT or APPT respectively, if they have an interest or waived before the Merger is implemented are set out in in that Resolution other than as a member. However, the Merger Implementation Deed, and are summarised in AFML and its associates are entitled to vote as a proxy section 2.8. for another member of APT or APPT, provided their appointment specifies the way they are to vote on the 11.12 Voting Resolution and they vote in that way. Under section 224(1) of the Corporations Act, related Approval thresholds parties of AGL and APPML (including AGL and APPML The approval thresholds for each of the Resolutions are directors and entities controlled by them) must not cast as follows: votes on the Stapling Deed Resolution if the resolution • the Scheme Resolutions to be proposed at the permits the giving of financial benefits to those related parties. However, ASIC has agreed to grant relief to the Scheme Meetings will be passed only if it is passed directors of AGL and APPML from the restriction in section by a majority in number of members who voted at the 224(1) of the Corporations Act on the basis that directors relevant Scheme Meeting and 75% of the votes cast; of AGL and APPML would only receive benefits on the • the Constitution Amendment Resolutions and the same basis as other Aspen Group securityholders or Buy-back Resolution to be proposed at the General APPF securityholders. Meetings will be passed as special resolutions only if they have been passed by at least 75% of the votes Under section 257D(1)(a) of the Corporations Act, AGL cast by Securityholders entitled to vote on those shareholders who may participate in the Cash Option and resolutions; and their associates are not permitted to vote in favour of the

Under section 257D(1)(a) of the Corporations Act, AGL shareholders who may participate in the Cash Option and their associates are not permitted to vote in favour of the Buy-back Resolution. ASIC has granted relief to AGL from section 257D(1)(a) of the Corporations Act to allow Aspen Group securityholders who hold APPF securities and their associates to vote in favour of the Buy-Back Resolution.

• the Capital Reduction Resolutions, the Proposal Approval Resolutions, the Stapling Deed Resolutions, the Capital Rebalancing Resolutions and the APPML Director Appointment Resolutions to be proposed

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12. Additional Information

12.1 Summary of Aspen Constitutions Voting Subject to any rights of any shares or class of shares, 12.1.1 AGL Constitution and APPML Constitution each AGL Shareholder and APPML Shareholder is The rights and liabilities attaching to the shares in AGL entitled to attend and vote at a general meeting of AGL and APPML (in this section, each of AGL and APPML and APPML respectively. Subject to any direct voting are referred to as a “company” and together, AGL rules determined by the directors, any resolution being and APPML are referred to as the “companies”) under considered at a general meeting is decided on a show of the constitutions of those companies (as they will be hands unless a poll is demanded. On a show of hands, replaced) are very similar, and are summarised below. each shareholder present (in person and each other person present as a proxy, attorney or a representative of This summary should be read together with the a shareholder) has one vote. On a poll, each shareholder summary of proposed amendments to the existing AGL Constitution and APPML Constitution set out in present (in person and each other person present as a proxy, attorney or a representative of a shareholder has Section 11.5.1 of this Explanatory Memorandum. one vote for each fully paid share. Share capital Number of directors The directors may issue or cancel shares, or grant The minimum number of directors is three. Unless options over unissued shares. The issue of further, otherwise determined by the shareholders in general equally ranked shares will only vary the rights of existing meeting, the maximum number of directors is 10 (or any shareholders if expressly provided for in terms of the such lesser number as determined by the directors). existing shares, or required under the Corporations Act or Listing Rules. Appointment and retirement of directors Stapling A director must not hold office (without re-election) past the third annual general meeting following that director’s On implementation of the Proposal, each AGL Share appointment or last election or for more than 3 years and APPML Share will be stapled to one APPT Unit and (whichever is longer). There must be an election of one APT Unit to form one Merged Group Security. Until directors at each annual general meeting of the company. unstapled, each of AGL and APPML must not cause their This can be satisfied by either a person standing for relevant shares to cease being part of a Merged Group election as a new director, a director appointed to fill a Security, and the directors may only issue, cancel, or casual vacancy standing for election or a director standing buy-back the shares as part of a Merged Group Security. for re-election at the end of his or her tenure. If no person The number of issued shares must equal the number or director is standing for election then the director who of other issued securities to which it is stapled at any has been the director for the longest must retire and stand particular time. for re-election. Lien and Forfeiture The directors may also appoint a director to fill a casual Each of AGL and APPML have a lien on their shares, for vacancy on the board or in addition to the existing AGL and due and unpaid calls and instalments as well as interest APPML directors. A director appointed in this way (other accruing on that amount. AGL and APPML may sell any than one managing director) holds office only until the next of their shares on which it has a lien (as part of stapled annual general meeting following his or her appointment. securities) upon 14 days’ notice that it intends to do so. Removal of director Transfer of AGL Shares and APPML Shares Shareholders can by resolution remove any director and The shares may be transferred as provided by the appoint another person as a replacement. operating rules of a CS Facility (as that term is defined in the Corporations Act) or by any other method of transfer Dividends which is required or permitted by the Corporations The companies may pay dividends, as determined by the Act and ASX. While stapling applies, AGL Shares and directors, subject to the Corporations Act and the rights APPML Shares may only be transferred as part of the of any shareholders which hold shares which have special Merged Group Securities. rights to dividends. Interest is not payable on any dividend.

The companies may pay dividends, as determined by the directors, subject to the Corporations Act and the rights of any shareholders which hold shares which have special rights to dividends. Interest is not payable on any dividend.

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

While the Stapling provisions apply, the units and any other securities to which they may be Stapled must be Stapled in the same ratio and will be treated as one security. Units may only be issued if there is a corresponding issue of any other securities Stapled to those units and the issue is at the same time and to the same person.

Election to reinvest dividends

Subject to the Listing Rules, the directors may grant the shareholders (or a class of shareholders) the right to in the same ratio and will be treated as one security. Units elect to reinvest cash dividends paid by the company, by may only be issued if there is a corresponding issue of any subscribing for additional shares of the same class on other securities Stapled to those units and the issue is at such terms as the directors think fit. While stapling applies, the same time and to the same person. such a right may only be granted if, at the same time, The responsible entity also has the power to issue options an offer of an identical number of securities to which the over units and financial instruments. shares are stapled is also made to the shareholders. Income and distribution to members Capitalisation of profits Subject to the terms of issue of the particular unit, The directors may capitalise any sum and apply it for the members are generally entitled to share in distributions in benefit of shareholders in the proportions to which those proportion to the number of units they hold. shareholders would have been entitled upon distribution of that sum by way of dividend. If the responsible entity approves, members may choose to reinvest some or all of a distribution by acquiring Winding up additional units in the trust. With the sanction of a special resolution of the company, Distributions are payable annually or such other period as the liquidator may divide among the shareholders the whole the responsible entity determines. It is expected that each or any part of the company’s property and decide how the of APT and APPT will pay semi-annual distributions. division is to be carried out. Distributions may be in the form of cash, additional units Small holdings or, in certain circumstances, in the form of other assets. The directors may sell any shares held by a shareholder Transfer of units, options or financial instruments which comprise less than a marketable parcel, without request by the shareholder. Each of AGL and APPML Subject to the Corporations Act and the Listing Rules, may only give a small holder one divestment notice every while the units, options or financial instruments are quoted 12 months (except in the event of a takeover bid), and after for trading on the ASX, they may be transferred by any giving that written notice, allow holders at least six weeks method permitted by the operating rules of ASX’s clearing (or 7 days in the case of a “New Small Holder”, as defined) and settlement facility or the Corporations Act and the from the date of that notice to notify the company if they ASX. While Stapled, units may only be transferred as part wish to retain their shares. of Merged Group Securities. Constitution amendments Withdrawal The company constitution can only be amended by special A unit may not be redeemed while the relevant trust is resolution passed by at least 75% of the votes cast by listed except by way of a buyback or a withdrawal offer. members entitled to vote on the resolution at a general While Stapling applies, the responsible entity may not meeting of the company. The company must give at least redeem a unit without any other security to which it is 28 days’ written notice of such meeting. Stapled also being redeemed. 12.1.2 APT Constitution and APPT Constitution Powers and delegation APT and APPT are registered managed investment The responsible entity has all the powers that it is possible schemes and the main rules governing their operation to confer on a trustee, including powers to invest, dispose are set out in their constitutions dated 10 May 2003 and of or otherwise deal with property or to raise or borrow 8 March 2004 (as amended) respectively. The Corporations money. There is also a general contracting power to enter Act, exemptions and declarations given by ASIC, the Listing into any form of contract and incur all types of obligations Rules (subject to waivers) and the general law of trusts are and liabilities. The responsible entity may authorise any also relevant to the rights and obligations of the AFML and person (including an associate of the responsible entity) holders of APT units and APPT units (referred to in this to act as its agent or delegate to hold title to any asset section as “members”). or perform any act or exercise any discretion. It may also enter into an agreement with a person to underwrite The rights and liabilities attaching to units in APT and the subscription or purchase of units, or options over APPT under the constitutions of those trusts will be those units. very similar, and are summarised below. This section should be read together with the summary of proposed Stapling and reorganisation proposals amendments to the APT and APPT constitutions set out Subject to the Corporations Act and the Listing Rules, in Section 11.5.2 of this Explanatory Memorandum. the responsible entity has the power to staple units to any other security and to subsequently destaple them, Units and Stapling

Subject to the Corporations Act and the Listing Rules, the responsible entity has the power to staple units to any other security and to subsequently destaple them, without prior approval of members.

Subject to the terms of issue of the particular unit, each unit confers an equal undivided interest in the relevant trust’s assets as a whole, subject to the liabilities of the relevant trust.

Units, options and financial instruments may also be consolidated or divided as determined by the responsible entity.

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In addition, the responsible entity has the power to • the date on which the trust terminates in accordance enter into certain reorganisation proposals, of the kind with the constitution or by law. discussed in Section 11.5.2. Small holdings Constitution amendments While the units are quoted on the ASX, the responsible The relevant trust constitution may be amended by a entity may sell or redeem the units without the request of resolution of members, or by the responsible entity if the a member where the units comprise less than a marketable change does not adversely affect the rights of members. parcel. The responsible entity may only sell or redeem a member’s units once every 12 months by providing a Meetings divestment notice, and must allow members at least six While APT and APPT are registered managed weeks (or 7 days in the case of a “New Small Holder”, investment schemes, members’ rights to requisition, as defined) from the date of that notice to notify the attend and vote at meetings are mostly prescribed by responsible entity if they wish to retain their units. the Corporations Act. 12.1.3 Summary of Stapling Deed The responsible entity may also convene separate meetings for holders of options and financial instruments. On or before implementation of the Proposal, AGL, APPML, AFML as responsible entity of APT and AFML as Option holders may exercise any right they have under responsible entity of APPT will enter into a stapling deed to the Corporations Act to attend a meeting and vote on a resolution of members. set out the terms of the relationship between AGL, APPML, APT and APPT in respect of the Merged Group Securities. Rights and limitation of liability of responsible entity The key terms of the deed include: The responsible entity and its associates may hold units, options or financial instruments in relation to the trust of • Stapling which it is responsible entity, and the responsible entity The Merged Group Securities will remain stapled may deal with itself as trustee of the trust or in another unless a special resolution of the relevant stapled capacity. Subject to the Corporations Act, the responsible securityholders approves destapling, if stapling entity is not liable to members for any loss suffered in becomes unlawful or prohibited by the Listing Rules, respect of the trust. or a winding up is commenced in respect of any of the respective stapled entities. Liability of members, options holders and holders of financial instruments • Co-operation and consultation The liability of a member, option holder or holder of a The parties to the stapling deed agree to share financial instrument (“securityholder”) is limited under the accounting and other information, and to co-operate constitution to the amount (if any) which remains unpaid in operating their respective stapled groups, including in relation to their units, options or financial instruments in relation to providing information to investors, valuing (although the effectiveness of this provision has not been assets, preparing accounts, holding meetings, issuing tested in superior courts). The constitutions provide that securities, acquiring investments and making dividends the responsible entity is entitled to be indemnified by and distributions. a member for tax or costs incurred as a result of that securityholder’s action or inaction (amongst other things). • Financial benefits A member need not indemnify the responsible entity if The parties to the stapling deed agree to give financial there is a deficiency in the assets of the trust, or meet the benefits to the other entities in the stapled group claim of any creditor of the responsible entity in respect of including by lending money and providing guarantees. the trust. Any such benefits must only be given if they are in the interests of Merged Group securityholders as a whole. The responsible entity’s fees and expenses, and indemnity • Dealings in Stapled Securities The rights of the responsible entity to fees and the The relevant components of the Merged Group reimbursement of costs and expenses in respect of Securities may only be issued or transferred as part of the trusts are set out in Annexure D. In addition, the Stapled Securities. responsible entity is entitled to be indemnified out of the assets of the relevant trust for any liability incurred by it Each of the parties to the stapling deed must not in the proper performance of its duties in relation to the cancel, buy-back, redeem or reorganise shares or relevant trust. units, unless at the same time there is a corresponding cancellation, buy-back, redemption or reorganisation Winding up of the shares or units of each other entity in the stapled On winding up, each member is entitled to receive a share group. of the value of the trust’s assets, after meeting all liabilities Each of the parties to the stapling deed may maintain and expenses, proportionate to the number of units held.

Each of the parties to the stapling deed may maintain or procure the maintenance of a register of Merged Group Securities. This includes the appointment of a common registrar.

Each of APT and APPT continue until the earlier of:

• the date specified by the responsible entity in a notice to members; or

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

All details of Merged Group Securities and dealings application monies for new Aspen Group securities and in those securities must be entered in the register. APPF securities to be held on trust Although separate registers may be kept, the registers • Division 2 of Part 7.7 – relief from the requirement must be kept entirely consistent with one another. for AFML (as responsible entity of APT) and AFML (as responsible entity of APPT) to give a financial • Duties services guide with the Explanatory Memorandum and When exercising any power or discretion, each of the securityholder booklets to Aspen Group and APPF parties to the stapling deed may consider the interests of securityholders who are retail clients holders of the Merged Group Securities as a whole, not • s 601FC – relief to allow AFML to treat ineligible foreign only the interests of members of each Merged Group Entity securityholders differently by virtue of the Sale Facility separately. arrangements • Dispute resolution • s 601ED, Divisions 2 to 5A of Part 7.9 and Chapter 5C – relief from sections 601ED, Divisions 2 to If there are disagreements arising from the stapling 5A of Part 7.9 and Chapter 5C, and the requirement to deed, each of the parties to the stapling deed must use their best endeavours to resolve them and hold an Australian financial services licence in relation to the Sale Facility negotiate in good faith before instituting proceedings. • s 218(2) – approval for AGL and APPML to lodge the • Allocation of issue price notices of meeting and explanatory statements with ASIC on short notice Each of the parties to the stapling deed must agree from time to time what part of the amount payable for • s 224(4) – to provide that the directors of AGL and the issue, redemption or buy-back of a Merged Group APPML can vote on the AGL and APPML resolutions to Security is to represent the price of shares or units in approve the stapling deed each of the entities forming part of the Merged Group. • s 257D, 601FC(1)(d), 601FG(1)(a), 601GA(4), The allocation is to be based on the methodology Part 5C.6 and Division 5A of Part 7.9 – to permit the set out in the stapling provisions in the constitutions buy-back to be conducted under the Cash Option on (unless agreed otherwise in the case of an issue or the terms set out in this Explanatory Memorandum. redemption) or fair values of the shares or units (in the The terms of the buy-back agreement for a selective case of a buy back). buy-back of shares are required to be approved by special resolution of shareholders under section If the parties are unable to agree, an independent 257D(1) of the Corporations Act, with no votes being accountant must be appointed to determine what part cast in favour by any shareholder who may participate of the amount payable is to represent the price of the constituent shares or units. in the buy-back, or their associates. ASIC has provided relief to APPML from the requirement for APPML shareholders to approve the selective buy-back of 12.2 ASIC relief APPML shares under the Cash Option. In the case of AGL, ASIC has granted relief to AGL from section ASIC has granted or indicated it will grant the following modifications to and exemptions from the operation of the 257D(1)(a) of the Corporations Act to allow Aspen Group securityholders who also hold APPF securities, Corporations Act as it applies to Aspen Group and APPF: and their associates, to vote in favour of the Buy-Back • regulation 5.1.01(1) and paragraph 8305 of Resolution. Schedule 8 – consent in writing from ASIC for any • Chapter 6D, Part 7.9, s 911A(1) and s 736, 992A and forecast included in the independent expert’s report or 992AA – exemption from the prospectus, PDS and statement that an asset’s market value differs from that licensing requirements in connection with the roll-over in AGL’s books of Aspen Group’s employee incentive plan awards to • regulation 5.1.01(1) and paragraph 8302(d) of relate to Merged Group Securities Schedule 8 – relief from disclosing benefits payable to • s 601FD, s 601FE, Part 5C.7, s 708(13) and a director, secretary or executive officer of Aspen Group s 1012D(3) – to provide customary stapling relief to or APPF for loss of office unless in connection with the Merged Group. the Merger, and if so, on an aggregated, unidentifiable basis; • regulation 5.1.01(1) and paragraph 8302(h) of 12.3 ASX waivers and confirmations Schedule 8 – relief to allow disclosure of change in ASX has granted the following confirmations and waivers financial position since 30 June 2015 through this to Aspen Group and has provided in principle approval to Explanatory Memorandum rather than the date of the APPT and APPML that they will be granted the following last general meeting of AGL and of APPML; and confirmations and waivers upon quotation. • Chapter 6D and Part 7.9 – modifications so that the • LR 1.1, condition 1 – confirmation that APPF’s structure Aspen Group securityholder booklet does not need and operations are appropriate for a listed entity to have an expiry date, an application form for the • LR 1.1, condition 2 – confirmation that APPML’s and new APT units and new APPT units that will be issued APPT’s constitutions are consistent with the Listing under the proposal, for this Explanatory Memorandum Rules to have the “Product Disclosure Statement” or for the

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• LR 1.1, condition 5 – to permit AFML (in its capacity • LR 1.1, condition 7 – waiver to the extent necessary to as responsible entity of APT) to be under an obligation permit each participating APPF securityholder to hold to allow participating APT unit holders to withdraw from a parcel of APPF securities having a value of less than APT in accordance with the Proposal $2,000, on condition that Aspen Group securities are

• • LR 1.1, condition 17 and LR 1.7 – confirmation that stapled to APPF securities, so that the parcel of stapled the requirement to provide the information specified by securities has a value of at least $2,000 items 11, 12, 13, 14, 15 and 16 of the “Information Form • LR 1.1, Condition 8 – waiver to the extent necessary and Checklist (ASX listing)” for the purposes of listing to permit the New Stapled Group as a whole to comply rule 1.1, condition 17 does not apply to APPF directors with the assets test even though stapled entities may who are also Aspen Group directors not individually comply with the assets test as separate

• • LR 2.1, condition 1 and LR 6.1 – confirmation that entities ASX considers that the terms applying to APPML shares • LR 2.1, Condition 2 – confirmation that the and APPT units are appropriate and equitable requirements of this rule are satisfied

• • LR 6.12.3 – confirmation that ASX approves the • LRs 6.23 and 7.22 – confirmation that Aspen Group provisions in the constitutions of AGL, APT, APPML may amend the terms of the Aspen Group options and APPT relating to the divestment of the shares and and performance rights and short-term incentive units of ineligible foreign securityholders, as appropriate share rights to permit Merged Group Securities to be and equitable delivered instead of AGL shares stapled to APT units on

• • LRs 7.1, 10.11 and 10.14 – waivers from the the vesting or exercise of those awards requirement to obtain Merged Group securityholder • LR 6.24 – waiver from LR 6.24 in respect of clause 1 approval for the issue of options, performance rights of Appendix 6A to the extent necessary that the rate and short-term incentive rights over Merged Group and amount of a dividend or distribution need not Securities to the extent that those options, performance be advised to ASX when announcing a dividend or or short-term incentive rights were originally issued distribution record date, on condition that an estimated over Aspen Group securities prior to the Merger and dividend or distribution rate is advised to ASX as on the they were issued with the approval of Aspen Group announcement date and the actual rate is advised to securityholders ASX as soon as it becomes known

• • LR 7.40 – confirmation of timetable • LR 8.10 – waiver from LR 8.10 to the extent necessary • LR 10.12, exception 7 – confirmation that this to permit the Merged Group to refuse to register a exception applies to the issue of Merged Group transfer of a component security of the Merged Group Securities on the exercise of Aspen Group options and if it is not also accompanied by a transfer of all of the vesting of Aspen Group performance rights and Aspen other component securities of the Merged Group Group share rights in respect of Aspen Group’s Short • LR 10.1 – waiver from LR 10.1 to the extent necessary Term Incentive Policy to permit the transfer of substantial assets between

• • LR 11.1 – confirmation that ASX does not require and within AGL, APPML, APT and APPT without the APPML or APPT to meet the requirements of approval of holders of Merged Group Securities. Chapters 1 and 2 as if they were applying for admission under LR 11.1.3 12.4 ASX listing

• • LRs 11.1 and 11.4 – confirmation that ASX does not Within 7 days of the date of this Explanatory Memorandum, require AGL to obtain shareholder approval and does APPML and AFML as responsible entity of APPT will apply to not require APT to obtain unit holder approval for the the ASX for the admission of APPML and APPT to the Official Proposal under LRs 11.1 and 11.4 List and quotation of APPML Shares and APPT Units. Such

• • Guidance Note 2 – confirmation that the terms of the applications will be conditional upon each of the Schemes Proposal (including the stapling arrangements) are becoming Effective. appropriate Merged Group Securities are expected to commence

• • ASX Operating Rule 3330 – approval for all of the trading on ASX, initially on a deferred settlement basis respective securities of the entities comprising the on 8 December 2015. Normal trading of Merged Group Merged Group to be quoted on a deferred settlement Securities is expected to commence on 16 December basis 2015. Merged Group Securities will trade under the code

• • LR 7.1 – waivers from LR 7.1 to the extent necessary “APZ”. Holding statements for Merged Group Securities to permit: are expected to be despatched on to eligible Merged Group – Aspen Group to issue Aspen Group securities to securityholders by 16 December 2015. participating APPF securityholders; and

• – APPF to issue APPF securities to participating Aspen Group securityholders, 12.5 Recent security price history

• to effect the Proposal without obtaining securityholder The latest recorded price of Aspen Group securities on approval ASX before the public announcement of the Merger on 14 September 2015 was $1.225. The latest recorded sale

• • LR 10.11 – a waiver from LR 10.11 to the extent price of Aspen Group securities on ASX before the date

• necessary to permit the issue of securities to related on which this Explanatory Memorandum was lodged for

• parties to effect the Proposal without obtaining registration with ASIC (being 16 October 2015) was $1.40.

• securityholder approval

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

During the three months immediately prior to the date of • Aspen Group’s business will continue and be this sale, the highest recorded sale price of Aspen Group conducted as part of the Merged Group business securities was $1.43 which occurred on 8 October 2015, under the direction of the directors of the Merged and the lowest recorded sale price was $1.20, which Group; occurred on 8 September 2015 2015. • no major changes will be made to the business The current price of Aspen Group securities on ASX can (including redeployment of fixed assets) which will be obtained from the ASX website (www.asx.com.au). continue as part of the Merged Group business under the direction of the directors of the Merged Group; and APPF securities are not currently quoted. The number • in relation to the present employees of Aspen Group, of APPF securities sold in the 6 months prior to the date to continue the future employment of those employees of this Explanatory Memorandum was 2,863,959 at sale except as set out in Section 12.11.2. prices ranging from $0.4622 to $0.5180 per APPF security. The number of APPF securities sold in the 3 months prior to the date of this Explanatory Memorandum was 958,688 12.10 Intention of Merged Group Directors at sale prices ranging from of $0.4622 to $0.4866 per APPF security. These sale prices generally reflected NAV concerning the business of APPF of APPF securities at the time of sale. In relation to APPF’s business currently held by APPML, APPML has been advised by the directors who will comprise the Merged Group Board that following 12.6 Dispute resolution implementation of the proposal: You have a right to complain if you are not satisfied with • APPF’s business will continue and be conducted as anything relating to any of the Merger Entities. All complaints part of the Merged Group business under the direction are taken seriously and you will be provided with a copy of the of the directors of the Merged Group; Aspen Consumer Guide to Resolving Complaints on request • no major changes will be made to the business and at no charge. (including redeployment of fixed assets) which will If you have a complaint, you should write to AFML (see continue as part of the Merged Group business under contact details in the Corporate Directory at the back of this the direction of the directors of the Merged Group; and Explanatory Memorandum), including your name, address • in relation to the present employees of APPF, to and investor number. AFML will acknowledge the complaint continue the future employment of those employees. within 5 Business Days and will seek to resolve it as soon as practicable, but no later than six weeks from receipt. 12.11 Disclosure of interests AFML is a member of the Financial Ombudsman Service (FOS), which retail investors may contact for any issues that 12.11.1 Interests of directors in securities cannot be resolved. The FOS is an independent external The directors of Aspen Group and APPF have no material dispute resolution organisation registered with ASIC. Please interest in the Merger or any other arrangement or matter note that the FOS will not deal with your complaint unless you have first raised your concerns with AFML. The FOS toll free contemplated by this Explanatory Memorandum except the securities they hold set out below, or as otherwise telephone number is 1300 780 808, or you can contact the disclosed in this Explanatory Memorandum. FOS by mail at GPO Box 3, Melbourne, Victoria 3001. The effect of the Merger on their interests is the same as its effect on the like interests of other persons. 12.7 Ethical considerations AFML as responsible entity of APT and APPT does not take APPF securities into account labour standards or environmental, social or The table below sets out the number and type of securities ethical considerations for the purpose of selecting, retaining in APPF held by each director of APPML, AGL and AFML or or realising investments. However, sometimes these matters their associates or in respect of which they have a relevant may indirectly affect the economic factors upon which interest as at the date of this Explanatory Memorandum. investment decisions are based. % of Number of APPF 12.8 Cooling-off regime APPF securities Director securities on issue No cooling-off period applies to this offer of securities under Frank Zipfinger 50,529 0.02% the terms of the Merger. Clive Appleton – – 12.9 Intention of Merged Group GuJohn Cartery Farrands –– –– business of Aspen GroupDirectors concerning the ReClem Salwing Gillard –– –– In relation to the business of the Aspen Group held by AGL, it is the present intention of the directors of the Merged Group that, following the implementation of the Merger:

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Aspen Group securities

The table below sets out the number and type of securities in Aspen Group held by each director of AGL and AFML or their associates or in respect of which they have a relevant interest as at the date of this Explanatory Memorandum.

% of Number of Aspen Group # of Aspen Group securities performance # of Director securities on issue rights options Frank Zipfinger 185,000 0.15% – – Clive Appleton 11,000 0.01% – – Guy Farrands 135,475 0.04% – – John Carter 13,684,956 9.77% – – Reg Gillard – – – – Clem Salwin 1,652,555 1.14% 1,354,604 1,729,412 * Intention to resign at date of Merger implementation ** Subject to securityholder approval at the 2015 Annual General Meeting of Aspen Group securityholders, Clem Salwin will receive STI rights in respect of his short term incentive for the 2016 financial year. The value of the securities to which Clem Salwin’s STI rights for the 2016 financial year relate will depend on the value of the deferred component of his STI award for the 2016 financial year, if any. The maximum value of the deferred component of his STI award for the 2016 financial year is $ 122,500. *** Subject to shareholder approval at the 2015 Annual General Meeting of Aspen Group securityholders, a further 366,127 performance rights will be granted to Clem Salwin. If that approval is obtained, these performance rights will be granted prior to the implementation of the Proposal. 12.11.2 Agreements or arrangements 12.11.3 Insurance and indemnities with directors The constitutions of APPML, AGL and AFML currently If the Merger is implemented, 3 employees in the funds contain provisions indemnifying (to the full extent management team will be made redundant and will be permitted by law) each director of APPML, AGL and AFML entitled to receive statutory leave payments, redundancy respectively against all liabilities incurred as a director payments and potentially payments in lieu of notice of (unless the liability arises out of misconduct by a director). termination. One member of this team is an executive APPF and Aspen Group also maintain insurance policies officer of AGL. While the termination arrangements for this for the benefit of their officers, including directors, which employee are yet to be determined, the payment which insures them and their officers against all liabilities incurred would be made in respect of all their entitlements would while acting in those capacities, as permitted by applicable not exceed $900,000. law and on market standard terms. Other than as set out above or elsewhere in this 12.11.4 Other interests of directors** Section 12 or in the Disclosure Documents, no payment or other benefit is proposed to be made or given (in Other than as set out in this Section 12 or elsewhere in this connection with or conditional on the Merger) to any Explanatory Memorandum: director, proposed director, secretary or executive • no director of APPML, AGL, or AFML has, or has had officer of one or more of Aspen Group or APPF (or their at any time in the two years before the date of this related bodies corporate) as compensation for loss of, Explanatory Memorandum, any interests in: or as consideration for or in connection with his or her retirement from office in one more of Aspen Group or a. the formation or promotion of the Merged Group; APPF or their related bodies corporate. b. property acquired or proposed to be acquired by the Merged Group in connection with its formation Other than as set out in this Section 12 or elsewhere in or promotion or issue of securities; or the Disclosure Documents, there are no agreements or c. the issue of securities; and arrangements made between a director of one or more of Aspen Group or APPF (or their related bodies corporate) • no amounts have been paid or agreed to be paid and and another person in connection with or conditional on no value or other benefit has been given or agreed to the implementation of the Merger. However, directors will be given to any director of APPML, AGL, or AFML: be entitled to participate in the Merger in respect of the a. to induce him to become, or to qualify as, a director APPF securities and Aspen Group securities set out in the of the APPML, AGL, or AFML (as relevant); or tables above to the extent permitted by law.

Director Number of Aspen Group securities % of Aspen Group securities on issue # of performance rights # of options Frank Zipfnger 185,000 0.15% – – Clive Appleton 11,000 0.01% – – GuyFarrands 135,475 0.04% – – John Carter 13,684,956 9.77% – – RegGillard – – – – Clem Salwin 1,652,555 1.14% 1,354,604** 1,729,412 cument

• b. for services which he has provided in connection with either the formation or promotion of the Merged Group or the issue of securities under the Merger.

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

12.12 Other information material to the making of a decision in relation to the AGL Scheme and to Aspen Group’s financial position

12.11.5 Interests of third parties

Other than as set out below, no expert or any firm in which making of a decision in relation

an expert is a partner or executive, has an interest that to the AGL Scheme and to Aspen

exists as at the date of this Explanatory Memorandum, or that existed within two years before that date, in the Group’s financial position formation or promotion of the Merged Group, or in any Except as set out in the Disclosure Documents, so far as property proposed to be acquired by it or in the offer the Aspen Group Directors are aware: of Merged Group Securities. No amount has been paid • there is no information material to the making of a or agreed to be paid to an expert in the last two years for services rendered by the expert or any such firm in decision by an Aspen Group securityholder in relation to the AGL Scheme being information that is within connection with the promotion or inception of the Merged the knowledge of any Aspen Group Director or any Group other than interests or amounts resulting from the director of a related body corporate of Aspen Group following arrangements: at the time of lodging the Disclosure Documents with KPMG Corporate Finance has provided an Independent ASIC which has not previously been disclosed to Expert’s Report on the Merger and has been paid (or Aspen Group securityholders; APPF and Aspen Group have agreed to pay) approximately • the financial position of Aspen Group has not materially $250,000 for this service. changed since 30 June 2015, being the balance date PricewaterhouseCoopers Securities Ltd. has provided of the last annual accounts for Aspen Group for FY15; an Independent Accountant’s report on the pro forma and financial information in this Explanatory Memorandum • there is no information which is material to the making and has been paid (or Aspen Group has agreed to pay) of a decision by an Aspen Group securityholder on approximately $135,000 for this service. how to vote on the Capital Reduction Resolution in King & Wood Mallesons has provided Australian legal relation to AGL being information known to Aspen advice (including in respect of taxation matters) in relation Group, and which has not been previously disclosed to the Merger and has been paid (or Aspen Group has to Aspen Group securityholders. agreed to pay) approximately $1,000,000 for this service to the date of this Explanatory Memorandum. Further amounts may be paid to King & Wood Mallesons in 12.13 Other information material to the

accordance with its usual fee arrangements. making of a decision in relation UBS AG, Australia Branch has provided financial advisory to the APPML Scheme and to

services in relation to the Merger and has been paid APPF’s financial position (or Aspen Group has agreed to pay) approximately Except as set out in the Disclosure Documents, $1,000,000 for this service to the date of this Explanatory so far as the APPF Directors are aware: Memorandum. • there is no information material to the making of a decision by an APPF securityholder in relation to the APPML Scheme being information that is within the knowledge of any APPF Director or any director of a related body corporate of APPF at the time of lodging the Disclosure Documents with ASIC which has not previously been disclosed to APPF securityholders; and • the financial position of APPF has not materially changed since 30 June 2015, being the balance date of the last annual accounts for APPF for FY15; and • there is no information which is material to the making of a decision by an APPF securityholder on how to vote on the Capital Reduction Resolution in relation to APPML being information known to APPF, and which has not been previously disclosed to APPF securityholders.

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12.14 Consents and disclaimers

12.15 Directors’ consent as to lodgement

• Written consents to the issue of the Disclosure The Disclosure Documents are authorised by each Documents have been given, and at the time of current and proposed APPF Director and each Aspen lodgement of the Disclosure Documents with ASIC, Group Director, each of whom has given (and not had not been withdrawn by the following parties: withdrawn) their consent to lodgement of the Disclosure Documents with ASIC.

• • KPMG Corporate Finance has given, and has not withdrawn prior to the lodgement of the Disclosure Documents with ASIC, its written consent to be named in the Disclosure Documents as the Independent Expert appointed by APPF and Aspen Group in relation to the Merger in the form and context in which it is named and has given and not withdrawn its consent to the inclusion in this Explanatory Memorandum of its Independent Expert’s Report and the references to its Independent Expert’s Report in the form and context in which they are included;

• • PricewaterhouseCoopers Securities Ltd has given, and has not withdrawn prior to the lodgement of the Disclosure Documents with ASIC, its written consent to be named in the Disclosure Documents as Investigating Accountant to APPF and Aspen Group in relation to the Merger in the form and context in which it is named and has given and not withdrawn its consent to the inclusion in this Explanatory Memorandum of its Investigating Accountant’s Report and the references to its Investigating Accountant’s Report in the form and context in which they are included;

• • King & Wood Mallesons has given, and has not withdrawn prior to the lodgement of the Disclosure Documents with ASIC, its written consent to be named in the Disclosure Documents as legal adviser and taxation adviser to APPF and Aspen Group in relation to the Merger in the form and context in which it is named and has given and not withdrawn its consent to the inclusion in this Explanatory Memorandum of its Taxation Report and the references to its Taxation Report in the form and context in which it is included;

• • Link Market Services Limited has given, and has not withdrawn prior to the lodgement of the Disclosure Documents with ASIC, its written consent to be named in the Disclosure Documents as the Aspen Group Registry and the APPF Registry in the form and context in which it is named; and

• • UBS AG, Australia Branch has given, and has not withdrawn prior to the lodgement of the Disclosure Documents with ASIC, its written consent to be named in the Disclosure Documents as financial adviser to Aspen Group in relation to the Merger in the form and context in which it is named.

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

13. Glossary

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Set out below are definitions of certain terms used in this
Explanatory Memorandum. The Independent Expert’s
Report also uses defined terms which may, or may not, be
the same as those below. Any defined terms used in the
Independent Expert’s Report can be found in Annexure A
of the Independent Expert’s Report.
Term Meaning
$ or A$ Australian dollars, the lawful currency of the Commonwealth of Australia.
AASB Australian Accounting Standards Board.
AFML Aspen Funds Management Limited (ABN 48 104 322 278, AFSL 227933), the
Manager and responsible entity of APPT and APT, and which is wholly owned by AGL.
AFSL Australian Financial Services Licence.
AGL Aspen Group Limited (ABN 50 004 160 927).
AGL Deed Poll the AGL Deed Poll executed by AGL, annexed to this Explanatory Memorandum as
Annexure F(1).
AGL First Court Hearing the hearing of the application made to the Court for orders under section 411(1) of the
Corporations Act to convene the AGL Scheme Meeting.
AGL Scheme a scheme of arrangement under Part 5.1 of the Corporations Act between AGL and
each AGL shareholder, the deed poll for which is annexed to this Explanatory Memorandum
as part of Annexure E.
AGL Scheme Meeting the meeting of the AGL shareholders ordered by the Court to be convened pursuant to
section 411(1) of the Corporations Act to consider the AGL Scheme Resolutions.
AGL Scheme Meeting the pink proxy form for the AGL Scheme Meeting accompanying the Notice of Scheme
Proxy Form Meeting – Aspen Group Limited.
AGL Second Court hearing at which AGL applies to the Court to seek the approval of the Court to the AGL
Hearing Scheme under section 411(4)(b) of the Corporations Act.
AGL share an ordinary share in AGL.
APPF Aspen Parks Property Fund, comprising APPML and APPT.
APPF Board the board of directors of APPML and the board of directors of AFML (in its capacity as
responsible entity of APPT).
APPF Director each member of the APPF Board.
APPF Election Date (for APPF securityholders only) the final date and time to lodge APPF Election Forms,
being 5.00pm Wednesday, 25 November 2015.
APPF Election Form (for APPF securityholders only) the election form accompanying this Explanatory
Memorandum.
APPF General Meetings the extraordinary general meetings of APPF securityholders, convened by the
Notices of General Meeting – APPF.
APPF General Meetings the yellow proxy form for the APPF General Meetings accompanying the
Proxy Form Notices of General Meeting – APPF.
APPF BC the committee of APPF Directors comprising Mr Hugh Martin (during the period he
Superseded Draft Disclosure Document was a member of the APPF Board), Mr Clive Appleton and Mr Reg Gillard, which has
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APPF General Meetings APPF General Meetings ProxyForm APPF BC Super	Memorandum. the extraordinary general meetings of APPF securityholders, convened by the Notices of General Meeting– APPF. the yellow proxy form for the APPF General Meetings accompanying the Notices of General Meeting– APPF. the committee of APPF Directors comprising Mr Hugh Martin (during the period he was a member of the APPF Board), Mr Clive Appleton and Mr Reg Gillard, which has
	been established to represent the interests of APPF securityholders when assessing
	the commercial terms of the Merger, and to assess the merit of alternativeproposals.
APPF Meetings	the extraordinary general meetings of APPF securityholders (at which APPF securityholders
	will vote on the APPF Resolutions)and the APPML Scheme Meeting.
APPF Notices of Meeting	the Notices of General Meeting – Aspen Parks Property Fund and Notice of Scheme
	Meeting– Aspen Parks PropertyManagement Limited.
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Term Meaning
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	Term Meaning
Su	APPF Properties the accommodationparks owned byAPPF and/or managed byAFML on behalf of APPF.
	APPF ProxyForms the APPML Scheme MeetingProxyForm and the APPF General Meetings ProxyForm.
	APPF Register the register of APPF securityholders maintained by or on behalf of APPF in accordance with section 168(1)of the Corporations Act. t
	APPF Registry Link Market Services Limited.
	APPF Resolutions resolutions that APPF securityholders will be asked to vote on at the APPF Meeting, and which must be approved for the Merger toproceed. e
	APPF Security an existingstapled securityin APPF, comprisingone APPML share and one APPT unit.
	APPF Securityholder a holder of an APPF security.
	APPF Securityholder Booklet the Aspen Parks Property Fund Securityholder Booklet dated on the date of this ExplanatoryMemorandum and issued in connection with the Merger. c
	APPF Special Distribution distribution payable to APPF securityholders for the period from 1 December 2015 to the Record Date(inclusive of both dates). Do
	APPML Aspen Parks PropertyManagement Limited(ABN 91 096 790 331).
	APPML Deed Poll the APPML Deed Poll executed by APPML, annexed to this Explanatory Memorandum as Annexure F(3). e
	APPML Director Appointment Resolutions has the meaning given in Section 11.2 of this Explanatory Memorandum. ur
	APPML First Court Hearing the hearing of the application made to the Court for orders under section 411(1) of the Corporations Act to convene the APPML Scheme Meeting. os
	APPML Scheme a scheme of arrangement under Part 5.1 of the Corporations Act between APPML and each APPML shareholder, the deed poll for which is annexed to this Explanatory Memorandum aspart of Annexure E. scl
	APPML Scheme Meeting the meeting of the APPML shareholders ordered by the Court to be convened pursuant to section 411(1)of the Corporations Act to consider the APPML Scheme Resolutions. Di
	APPML Scheme Meeting ProxyForm the pink proxy form for the APPML Scheme Meeting accompanying the Notice of Scheme Meeting– Aspen Parks PropertyManagement Ltd. t
	APPML Second Court Hearing hearing at which APPML applies to the Court to seek the approval of the Court to the APPML Scheme under section 411(4)(b)of the Corporations Act. af
	APPML share an ordinaryshare in APPML.
	APPT Aspen Parks PropertyTrust(ARSN 108 328 669).
	APPT RE AFML in its capacityas responsible entityof APPT.
	APPT RE Deed Poll the APPT RE Deed Poll executed by APPT RE, annexed to this ExplanatoryMemorandum as Annexure F(4). d
	APPT Trust Scheme has the meaning given in the APPML Scheme.
	APPT unit an ordinaryunit in APPT.
	APT Aspen PropertyTrust(ARSN 104 807 767).
	APT RE AFML in its capacityas responsible entityof APT.
	APT RE Deed Poll the APT RE Deed Poll executed by APT RE, annexed to this ExplanatoryMemorandum as Annexure F(2). er
	APT Trust Scheme has the meaning given in the AGL Scheme.
	APT unit a unit in APT.
	Aspen Group Aspen Group, comprisingAGL and APT.
	Aspen Group Board the board of directors of AGL and the board of directors of AFML (in its capacityas responsible entityof APT).
	Aspen GroupDirector each member of the Aspen GroupBoard.
	Aspen GroupEntity each of AGL and APT.
	Aspen Group General Meetings the extraordinary general meetings of Aspen Group securityholders, convened bythe Notices of General Meeting– Aspen Group.
	Aspen Group General Meetings ProxyForm the yellow proxy form for the Aspen Group General Meetings accompanying the Notices of General Meeting– Aspen Group.

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

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Term Meaning
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Aspen GroupMeetings	the Aspen GroupGeneral Meetings and the AGL Scheme Meeting.
Aspen Group Notices of Meeting the Notices of General Meeting – Aspen Group and Notice of Scheme Meeting – Aspen GroupLimited. Aspen Group Properties accommodation parks owned by Aspen Group and/or managed by AFML on behalf of Aspen Group. Aspen GroupProxyForms the AGL Scheme MeetingProxyForm and the Aspen GroupGeneral Meetings ProxyForm. Aspen Group Register the register of Aspen Group securityholders maintained by or on behalf of Aspen Group in accordance with section 168(1)of the Corporations Act. Aspen GroupRegistry Link Market Services Limited. Aspen Group Resolutions the resolutions that Aspen Group securityholders will be asked to vote on at the Aspen GroupMeeting, and which must be approved for the Merger toproceed. Aspen Groupsecurity an existingstapled securityin Aspen Group, comprisingone AGL share and one APT unit. Aspen Groupsecurityholder a holder of an Aspen Groupsecurity. Aspen Group Securityholder Booklet the Aspen Group Securityholder Booklet dated on the date of this Explanatory Memorandum and issued in connection with the Merger. Aspen Group Special Distribution distribution payable to Aspen Group securityholders for the period from 1 July 2015 to the Record Date(inclusive of both dates)based on the Record Date. ASIC Australian Securities and Investments Commission. ASX Australian Securities Exchange Limited or the market conducted by it, as the context requires. ASX Guidelines the Corporate Governance Principles and Recommendations (3rd Edition) published by the ASX Corporate Governance Council. ATO the Australian Taxation Offce. AWST Australian Western Standard Time, beingthe time in Perth, Australia. Business Day a business dayfor thepurposes of the ListingRules. Buy-back Resolution has the meaning given in Section 11.2 of this Explanatory Memorandum. Capital Rebalancing Resolutions has the meaning given in Section 11.2 of this Explanatory Memorandum. Capital Reduction Resolution has the meaning given in Section 11.2 of this Explanatory Memorandum. Cash Option the option by APPF securityholders to elect to receive cash rather than Merged Group Securities as Merger Consideration, subject to a capof $35 million. CEO Chief Executive Offcer. CGT Australian capitalgains tax. CHESS the Clearing House Electronic Subregister System, which provides for electronic share transfer in Australia. Common Terms Deed the Common Terms Deed described in Section 8.9.1 of this ExplanatoryMemorandum. Consolidation Resolution has the meaning given in Section 11.2 of this Explanatory Memorandum. Constitution Amendment Resolution has the meaning given in Section 11.2 of this Explanatory Memorandum. Code of Conduct the Code of Conduct to be adopted bythe Merged GroupBoard. Corporations Act the Corporations Act 2001(Cth). Court the Supreme Court of New South Wales CPI Consumer Price Index. DA development application. Superseded Draft Disclosure Document
Director	an APPF Director or an Aspen GroupDirector, as applicable.
Disclosure Documents	the Explanatory Memorandum, the APPF Securityholder Booklet and the
	Aspen GroupSecurityholder Booklet.
DPS	distributionper security.
EBITDA	earnings before interest, tax, and depreciation and amortisation.

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Term Meaning
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	Term Meaning
Su	Effective the coming into effect, pursuant to section 411(10) of the Corporations Act, of the order of the Court made under sections 411(4)(b)and 411(6)in relation to the Schemes.
	Effective Date the date on which the Merger becomes effective and the last date of trading of Aspen Group securities on the ASX, expected to be 7 December 2015. t
	ExplanatoryMemorandum this explanatorymemorandum in respect of the Merger, dated 19 October 2015.
	Fair market value the fair market value of a securityas determined bythe Independent Expert.
	FOS Financial Ombudsman Service Limited.
	FY a fnancialyear, beingaperiod of 12 months endingon 30 June eachyear.
	General Meetings the extraordinary general meetings of AGL shareholders and APT unitholders, and APPML shareholders and APPT unitholders, the notices for which are set out in Annexure A of the Aspen GroupSecurityholder Booklet and in Annexure A of the APPF Securityholder Booklet. cu
	General Meetings Resolutions each of the Capital Reduction Resolutions, the Constitution Amendment Resolutions, the Proposal Approval Resolutions, the Stapling Deed Resolutions, the Consolidation Resolutions and the Buy-back Resolution to be considered by Aspen Group and APPF Securityholders(as relevant)at the General Meetings. Do
	HardshipFacility the hardshipfacilitydescribed in Section 5.2.4 of this ExplanatoryMemorandum.
	IFRS International Financial ReportingStandards.
	Implementation Date the date on which the Merger is implemented, expected to be 15 December 2015.
	Independent Aspen Group Directors Mr Frank Zipfnger, Mr Guy Farrands, Mr John Carter. s
	Independent Expert KPMG Corporate Finance.
	Ineligible Foreign Securityholder an APPF securityholder or an Aspen Group securityholder on the Record Date whose address on the relevant register is outside Australia or New Zealand. sc
	Ineligible Foreign Securities Merged Group Securities that cannot be issued to Ineligible Foreign Securityholders as Merger Consideration, and will instead be sold in the Sale Facility, with sale proceeds remitted in cash to Ineligible Foreign Securityholders. Di
	Interest Cover or ICR the interest cover ratio which fnancial institutions use to measure the level to which underlyingcashfows cover interest costs in agiven accounting period. ft
	InvestigatingAccountant PricewaterhouseCoopers Securities Ltd.
	Investigating Accountant’s Report the Investigating Accountant’s Report prepared by the Investigating Accountant, annexed to this ExplanatoryMemorandum as Annexure B. Dr
	ListingRules the listingrules(includingthe appendices)of the ASX as amended from time to time.
	LTI the longterm incentives of Aspen Group.
	LVR loan to value ratio which fnancial institutions use to measure the level of gearing in relation to the value of their security, which can be calculated as drawn bank debt or total facility limit (sometimes net of cash)divided bythe latest valuation for the relevantproperty. de
	Manager AFML, in its capacityas the Manager of APPT and APT, as applicable.
	MeetingDate the date of the APPF Meetings and the Aspen GroupMeetings.
	Meetings the APPF Meetings and the Aspen GroupMeetings.
	Merged Group thegroupthat will result from combiningAPPF and Aspen Groupunder the Merger.
	Merged Group Board the proposed board of directors of AGL, the board of directors of APPML and the board of directors of AFML (in its capacities as responsible entity of APT and APPT), as set out in Section 6.7.3. p
	Merged GroupProperties the combinedportfolio of APPF Properties and Aspen GroupProperties.
	Merged Group Security a stapled security in the Merged Group, each comprising one APPML share, one AGL share, one APPT unit and one APT unit.
	Merged Group securityholders the holder of a Merged Group Security.
	Merger theprocess of combiningAPPF and Aspen Groupto create the Merged Group.
	Merger Consideration the consideration to be provided to APPF securityholders and Aspen Group securityholders under the terms of the Merger, in exchange for their holdings of, respectively, APPF securities and Aspen Groupsecurities.

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

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Term Meaning
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Merger Entities	APPML, AGL, APPT and APT.
Merger Implementation Deed the agreement dated 14 September 2015 (as amended) entered into between APPML, AGL and AFML (in its capacities as responsible entity of APT and APPT), which regulates the basis on which the Merger will be implemented. Merger Ratio the merger ratio of 0.386 Merged GroupSecurities for each APPF security. MHE manufactured housingestate. NAV net asset value. Notice of Scheme Meeting – Aspen Group Limited the Notice of Scheme Meeting – Aspen Group Limited annexed to the Aspen Group Securityholder Booklet as Annexure A. Notice of Scheme Meeting – Aspen Parks Property Management Limited the Notice of Scheme Meeting – Aspen Parks Property Management Ltd (Non Aspen Group Entities) annexed as Annexure A of the APPF Securityholder Booklet. Notices of General Meeting – Aspen Group the Notices of General Meeting – Aspen Group annexed to the Aspen Group Securityholder Booklet as Annexure B. Notices of General Meeting – Aspen Parks Property Fund the Notices of General Meeting – Aspen Parks Property Fund annexed to the APPF Securityholder Booklet as Annexure B. NTA or Net Tangible Assets net assets less intangible assets. Offcial List the offcial list of ASX. PDS product disclosure statement. Performance Rights Plan the Aspen Group Performance Rights Plan dated 29 November 2010 and approved by members on 23 October 2013. PPE property,plant and equipment. Pro Forma Financial Information has the meaning given in Section 8.1 of this Explanatory Memorandum. Proposal Approval Resolution has the meaning given in Section 11.2 of this Explanatory Memorandum. PwCS PricewaterhouseCoopers Securities Ltd. Record Date the date and time which determines the entitlements of APPF securityholders and Aspen Group securityholders (other than Ineligible Foreign Securityholders) to participate in the Merger and receive Merger Consideration, expected to be 7.00pm (Sydney time) on 10 December 2015. Resolutions the General Meetings Resolutions and the Scheme Resolutions. Sale Facility a facility established to sell, following the Implementation Date, Sale Facility Securities via a book build or in the ordinary course of trading on the ASX, and remit the sale proceeds to Sale FacilityParticipants in cash. Sale Facility Participants there are two potential classes of Sale Facility participants: • Ineligible Foreign Securityholders; and • in the event of the Cash Option being oversubscribed, APPF securityholders who elect to have any Merged Group Securities to which they are entitled in accordance with the scale back sold in the Sale Facility. Sale Facility Price the average sale price achieved by the Sale Nominee in selling the Sale Facility Securities via a book build or in the ordinary course of trading on the ASX, calculated by dividing the gross sale proceeds from the sale of Sale Facility Securities by the number of Sale Facility Securities. Sale Facility Securities the Merged Group Securities to be sold in the Sale Facility, incorporating the Ineligible Foreign Securities and any Merged Group Securities nominated for sale in the Sale Facility Superseded Draft Disclosure Document
	byAPPF securityholders in the event that the Cash Option is oversubscribed.
Sale Nominee	UBS Securities Australia Ltd(ACN 008 586 481).
Schemes	each of the AGL Scheme and APPML Scheme, as set out in Annexure E of this Explanatory
	Memorandum, subject to anymodifcation made or required bythe Court.

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Term Meaning
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	Term Meaning
Su	Scheme Meetings the meeting of each of the AGL shareholders and the APPML shareholders, ordered by the Court to be convened pursuant to section 411(1) of the Corporations Act to consider the relevant Scheme Resolutions.
	Scheme Resolutions the resolutions contained in the Notice of Scheme Meeting – Aspen Group Limited and the Notice of Scheme Meeting – Aspen Parks Property Management Ltd (Non Aspen Group Entities), which are set out in Annexure A of the Aspen Group Securityholder Booklet and in Annexure A of the APPF Securityholder Booklet, respectively. ent
	Second Court Hearings the AGL Second Court Hearingand the APPML Second Court Hearing.
	Securities Option the option by APPF securityholders to elect to retain Merger Consideration in the form of Merged GroupSecurities, in accordance with the Merger Ratio. um
	Securityholder a holder of an APPF securityor an Aspen Groupsecurity.
	Securityholder Booklet the APPF Securityholder Booklet or the Aspen GroupSecurityholder Booklet(as applicable)
	Stapled or Stapling two or more securities, none of which may be dealt with without the others being dealt with in an identical manner and at the same time and with such restriction on dealing being denoted on the register of each stapled entityin which the securities are on issue. Do
	Stapling Deed a deed between AGL, AFML as responsible entity of APT and APPT and APPML to be entered into in connection with the staplingof Merged GroupStapled Securities. e
	StaplingDeed Resolutions has the meaning given in Section 11.2 of this ExplanatoryMemorandum.
	STI the short term incentives of Aspen Group.
	Taxation Report the Australian Taxation Report prepared by King & Wood Mallesons, annexed to this ExplanatoryMemorandum as Annexure C. os
	Trusts Schemes the APT Trust Scheme and the APPT Trust Scheme.
	TSR total securityholder return.
	U.S. Person has the meaning given in Regulation S under the U.S. Securities Act.
	U.S. Securities Act U.S. Securities Act of 1933.
	Voting Record Date 7.00pm (Sydney time) on 30 November 2015 being the date and time which determines the entitlements of APPF securityholders and Aspen Group securityholders to vote on the Resolutions at their respective Meetings. ft
	VWAP volume weighted averageprice.
	WALE weighted average lease expiry.
	Withdrawal Offer an offer made by the Manager to APPF securityholders to withdraw and redeem their investment. D
	perseded

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

Annexure A Independent Expert’s Report

ABCD KPMG Corporate Finance ABN 43 007 363 215 A division of KPMG Financial Advisory Services Telephone: +61 2 9335 7000 (Australia) Pty Ltd Facsimile: +61 2 9335 7001 Australian Financial Services Licence No. 246901 DX: 1056 Sydney 10 Shelley Street Sydney NSW 2000 P O Box H67 Australia Square 1215 Australia The Directors Aspen Group Limited, Aspen Parks Property Management Limited, Aspen Funds Management Ltd as responsible entity of Aspen Parks Property Trust and Aspen Funds Management Ltd as responsible entity of Aspen Property Trust Level 18, 9 Hunter Street Sydney NSW 2000 22 October 2015 Dear Directors INDEPENDENT EXPERT REPORT AND FINANCIAL SERVICES GUIDE PART ONE – INDEPENDENT EXPERT REPORT 1 Introduction On 14 September 2015, Aspen Group (Aspen Group) and Aspen Parks Property Fund (APPF) announced that they had entered into a Merger Implementation Deed (MID) whereby it is proposed they merge by way of two court approved Schemes of Arrangements[1] to create a quadruple stapled group (Merged Group) (Proposed Merger). Under the Proposed Merger: • APPF securityholders (excluding Aspen Group) may elect to receive either scrip, cash or a combination thereof as follows: • Scrip Option: APPF securityholders will receive 0.386 Merged Group securities[2] (Merger Ratio) for each APPF security. • Cash Option: APPF securityholders will receive cash of $0.52[3] per APPF security, subject to an overall cap of $35 million and pro-rata scale back. In the event that a scale1 This comprises the AGL Scheme for Aspen Group securityholders and the APPML Scheme for APPF securityholders 2 A Merged Group Security will consist of one APPML share, one AGL share, one APPT unit and one APT unit 3 All amounts in this report are denominated in Australian dollars unless otherwise stated.

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ABCD Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015 back occurs, APPF securityholders who receive Merged Group securities will have the option of selling these securities via a sale facility • Scrip and Cash Option: a combination of the Scrip Option and the Cash Option (the APPML Scheme) • Aspen Group securityholders will receive one Merged Group security for each Aspen Group security (the AGL Scheme). Further details in relation to the Proposed Merger are set out in Section 6 of this report. Aspen Group is an Australian Stock Exchange (ASX) listed stapled property group comprising Aspen Group Limited (AGL) and Aspen Property Trust (APT). Aspen Group is focused on owning, managing and developing value for money accommodation across Australia. At 30 June 2015, Aspen Group managed 26 properties[4] with a combined asset value of $250 million. Its largest single asset is a 42% interest in APPF. APPF is an unlisted stapled property group comprising Aspen Parks Property Management Limited (APPML) and Aspen Parks Property Trust (APPT). APPF owns 21 accommodation parks across Australia valued at $189 million. Aspen Group holds the management rights over APPF via its wholly owned subsidiary, Aspen Funds Management Ltd (AFML). AFML is the responsible entity of APPT as well as APT. The Directors of AGL, APPML, AFML as responsible entity of APT, and AFML as responsible entity of APPT have requested KPMG Financial Advisory Services (Australia) Pty Ltd (of which KPMG Corporate Finance is a division) (KPMG Corporate Finance) to prepare an Independent Expert Report (IER), setting out whether, in separate opinions, the Proposed Merger is in the best interests of Aspen Group securityholders and APPF securityholders. In forming our opinion, we have considered the proposal made available to a limited number of APPF securityholders whereby Discovery Parks Group (Discovery) would acquire APPF securities for cash consideration of $0.55 per APPF security. The proposal has minimum and maximum acceptance thresholds of 15% and 19.9% respectively (Discovery Proposal). More information on the Discovery Proposal is outlined in Section 6.4. This report outlines KPMG Corporate Finance’s opinion as to the merits or otherwise of the Proposed Merger from the perspective of Aspen Group securityholders and APPF securityholders respectively. This report should be considered in conjunction with and not independently of the information set out in the Explanatory Memorandum and Securityholder Booklets. Further information regarding KPMG Corporate Finance as it pertains to the preparation of this report is set out in Section 7 of this report. KPMG Corporate Finance’s Financial Services Guide is contained in Part Two of this report.

4 Including properties owned by APPF based on proforma accounts.

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ABCD

Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015 2 Requirement for our report The Directors of AGL, APPML, AFML as responsible entity of APT, and AFML as responsible entity of APPT have requested KPMG Corporate Finance to prepare a report in accordance with Section 411 of the Corporations Act (Act) and the guidance provided by the Australian Securities and Investments Commission (ASIC). Section 411(3) of the Act requires that an explanatory statement issued in relation to a proposed scheme of arrangement under Section 411 of the Act include information that is material to the making of a decision by a creditor or member as to whether or not to agree with the relevant proposal. Part 3 Schedule 8 of the Corporations Regulations specifies that the information to be lodged with ASIC must include a report prepared by an expert: • if the other party to a reconstruction in a scheme of arrangement holds at least 30% of the company; or • where the parties to the reconstruction have common Directors. The report prepared by the expert must state whether, in the expert’s opinion, the proposed scheme of arrangement is in the best interests of the members of the body as a whole and set out the expert’s reason(s) for forming that opinion. Since Aspen Group holds a 42% interest in APPF, KPMG Corporate Finance has been requested to prepare an IER outlining whether in its opinion, the Proposed Merger is: • in the best interests of Aspen Group securityholders in relation to the AGL Scheme. • in the best interests of APPF securityholders in relation to the APPML Scheme. Further details regarding the basis of assessment of the IER are set out in Section 7.2 of this report. 3 Opinion for Aspen Group securityholders In our opinion, we consider the AGL Scheme to be in the best interests of Aspen Group securityholders . Our assessment has been based on applying the ‘fairness and reasonableness’ tests as per ASIC Regulatory Guide (RG) 111 (refer Section 7.2 for more detail). More specifically, we have assessed whether the AGL Scheme is: • fair , by comparing our assessed value of the consideration paid to our assessed value of an APPF security. In this respect, Aspen Group is paying an appropriate level of premium to the adjusted net tangible assets (NTA) of APPF and net asset value (NAV) of APPF. We consider the control value of APPF exceeds both our adjusted NTA and APPF’s NAV having regards to the premiums to NTA observed for recent acquisitions of Australian Real Estate Investment Trusts (A-REIT), trading prices in comparable listed A-REITs and the operating synergies expected to be available to acquirers of APPF. On this basis, we consider the AGL Scheme to be fair for Aspen Group securityholders

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ABCD Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015 • reasonable , by assessing the implications of the AGL Scheme for Aspen Group securityholders, the available alternatives to the AGL Scheme, and the consequences of Aspen Group securityholders not approving the AGL Scheme. Since the AGL Scheme is fair, it is reasonable under RG 111. Despite this, we consider that in any event, the overall advantages of the AGL Scheme outweigh its disadvantages and therefore conclude that the AGL Scheme to be reasonable irrespective of our fairness opinion. Since we have concluded that the AGL Scheme is fair and reasonable, we also conclude that the AGL Scheme is in the best interests of Aspen Group securityholders, consistent with the guidance outlined in RG 111. Our assessment of fairness and reasonableness is outlined in Sections 3.1 and 3.2 below respectively. It should be noted that the Proposed Merger may not proceed notwithstanding that the AGL Scheme is approved, as it is also dependent on APPF securityholders approving the APPML Scheme which may not eventuate, and the extent to which Discovery obtains a sufficient interest under the Discovery Proposal to allow it to block the APPML Scheme from proceeding. In undertaking our assessment, we have assumed that all conditions to the Proposed Merger proceeding which are outside the control of Aspen Group securityholders (particularly the approval of the APPML Scheme) have been satisfied. The decision to approve the AGL Scheme or not, is a matter for individual Aspen Group shareholders based on their views as to value, expectations about future market conditions and their particular circumstances including investment strategy and portfolio, risk profile and tax position. Aspen Group securityholders should consult their own professional advisor, if in doubt, regarding the action they should take in relation to the AGL Scheme. The AGL Scheme is fair A fairness assessment is purely a quantitative one, whereby the consideration paid is compared to the fair value of the asset acquired. Aspen Group is effectively obtaining control of APPF and therefore is the acquirer. From an acquirer’s perspective, a transaction is considered fair if the acquirer does not pay more than the assessed fair value of the asset acquired. In the case of the Proposed Merger, Aspen Group is offering a combination of Aspen Group securities and cash in return for 58% of APPF. As Aspen Group will obtain control of APPF, we have assessed APPF on a control basis. With respect to the consideration offered, the scrip component would result in APPF securityholders (excluding Aspen Group) holding a minority interest in the Merged Group[5] and therefore, we have valued Aspen Group securities on a minority interest basis. 5 Between 19% and 32% based on full cash uptake and full scrip scenarios respectively.

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ABCD Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015 Outlined in the table below is a comparison of our assessment as to the value of the consideration offered of between $0.46 to $0.50 per APPF security to be acquired to the adjusted NTA value of an APPF security and also to APPF’s proforma NAV per security. Table 1: Fairness assessment Assessed value of an Aspen Group security $1.20 $1.25 100% Full Uptake 100% Full Uptake $ / security Section Ref. Scrip Cash Scrip Cash Total Consideration 11.3 A 0.46 0.49 0.48 0.50 Adjusted NTA of APPF security 11.2 B 0.44 0.44 0.44 0.44 Premium paid ($) C=A-B 0.02 0.05 0.04 0.06 Premium paid (%) D=A/B-1 5% 11% 9% 14% Proforma APPF NAV 9.6 E 0.46 0.46 0.46 0.46 Premium paid ($) F=A-E 0.00 0.03 0.02 0.04 Premium paid (%) G=A/E-1 0% 7% 4% 9% Source: KPMG Corporate Finance Analysis The analysis above indicates that Aspen Group is paying a premium to both the adjusted NTA and proforma NAV of an APPF security. We also note that on a ‘like-for-like’ basis (ie. consideration based on Aspen Group’s adjusted NTA of $1.14[6] and assessed value of APPF security based on adjusted NTA of $0.44), the premium paid is in the order of nil to 9% on a full scrip and full cash uptake basis respectively. We consider that the control value of APPF exceeds both the adjusted NTA and proforma NAV for the following reasons: • recent transactions of passive A-REITs[7] have occurred in the range of 1.1% to 16.1% over reported NTA (refer Appendix 4), with the more recent transactions occurring at the upper end of the range • comparable A-REITs are currently trading at premia of up to 20% to reported NTA (refer Appendix 4) • the Discovery Proposal, notwithstanding it is for a non-controlling position, is priced at a 20% premium to APPF’s proforma NAV • there are $1.7 million in synergistic benefits that are expected to be achieved from the Proposed Merger which are not reflected in our adjusted NTA above and are largely available to acquirers of APPF. As these are largely cost-based synergies, we consider there 6 Refer Section 11.3.2 7 Passive A-REITs are considered to have minimal property development activities. Recent transactions since December 2013 comprise Folkestone Social Infrastructure, Mirvac Industrial Trust, Challenger Diversified Property Group and Commonwealth Property Office Fund

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• ABCD Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015

• to be a high degree of certainty that they will be achieved. Inclusion of these synergies would effectively reduce the premium paid.

• On the basis of the factors outlined above, we consider the level of premium paid to be appropriate and therefore the AGL Scheme to be fair for Aspen Group securityholders. The AGL Scheme is reasonable In accordance with RG 111, an offer is reasonable if it is fair. As we have assessed the AGL Scheme to be fair, the AGL Scheme is deemed to be reasonable. However, irrespective of the statutory obligation to conclude that the AGL Scheme is reasonable because it is fair, we have also considered a range of factors which on balance, support a reasonableness conclusion in isolation of a fairness opinion. Whilst the fairness test is a quantitative exercise, assessing reasonableness is largely a qualitative one and typically involves the consideration of a range of factors, which in the context of the AGL Scheme, predominantly relate to: • advantages and disadvantages of the Proposed Merger • alternatives available to Aspen Group • implications if the AGL Scheme is not approved and the Proposed Merger does not proceed. A reasonableness assessment requires a level of judgement to assess each factor in isolation, but then conclude after considering the factors in combination. In this regard, we consider the AGL Scheme to be reasonable to Aspen Group securityholders on the basis that the advantages outweigh the disadvantages, as outlined below. Advantages Key advantages to the AGL Scheme include: • Aspen Group would obtain control over its main investment, which is fundamental to its overall strategy. Given the strategic direction of Aspen Group is to focus on value for money accommodation, its 42% interest in APPF essentially becomes the primary pillar of its business. Without this investment, the rationale for operating as a standalone listed entity would be significantly impacted. On this basis, it is important for Aspen Group to have full control over APPF, as it is currently constrained by the interests of APPF securityholders, which at times, may conflict with its own objectives. The Proposed Merger enables Aspen Group to obtain control over APPF and build a stronger foundation for growth.

• • The Proposed Merger will allow Aspen Group to complete a structural simplification of the business, in particular resolving the ownership and governance structure, which in its current form, is complicated and achieves minimal economic benefit. Aspen Group’s corporate structure comprises layers of ownership and governance which does not add to the economic performance of the underlying properties. More specifically, Aspen Group does not control its main investment (ie. APPF) which it manages externally. The

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Aspen Group and Aspen Parks Property Fund Explanatory Memorandum ABCD Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015 management arrangement creates perceived conflicts, as well as impediments to undertaking any material change in the portfolio owing to conflicting interests which arise between Aspen Group and APPF. This is evidenced by both the Entitlement Offer in 2014 and the current Proposed Merger which requires the Aspen Group Board to form two board committees to protect the rights of each set of securityholders. In addition, by simplifying the ownership and governance structure, the Merged Group would represent a cleaner investment opportunity not only to Aspen Group securityholders, but potential acquirers resulting in a possible premium being reflected in the trading price. • Aspen Group securityholders will hold an investment in a larger business which should lead to increased liquidity and improved access to capital markets. All other things being equal, larger businesses tend to be more liquid investments then their smaller peers owing to their tendency for larger free-floats, lower operating risk given the more diversified nature of their operations, and lower earnings volatility. Further, liquid investments tend to be more attractive to capital markets as liquidity reduces investment risk, which increases the propensity of capital to be invested not only from equity investors, but from debt investors as well given the company’s ability to call on equity capital to address any impending covenant issues which may arise. • Aspen Group will achieve scale efficiently, with minimal business interruption given its existing knowledge of the assets. The Proposed Merger would allow Aspen Group to increase in size by increasing its investment in the underlying properties in which it already holds a 42% indirect interest. Given its existing knowledge of the assets, Aspen Group would not need to incur transaction related costs such as due diligence and other advisor fees prior to obtaining control of these assets, nor will it incur materially higher costs to manage the assets. In addition, Aspen Group would achieve a significant reduction in transaction costs such as stamp duty by acquiring APPF as opposed to acquiring each of APPF’s properties individually. This generates synergistic benefits, both financially and operationally, which are unlikely to arise if Aspen Group decides to achieve similar scale by acquiring new properties. • the Proposed Merger is accretive to Aspen Group securityholders on an earnings per security and distribution per security basis. Assuming full uptake of the Cash Option, the Proposed Merger is expected to be 54% accretive to earnings and 28% accretive to distributions on a per security basis. On a 100% Scrip Option basis, the accretion will be 44% to earnings and 28% accretive to distributions. Such accretion is in part driven by the synergistic benefits expected to be realised from the Proposed Merger, including the elimination of cost duplication associated with managing two different groups of securityholders as well as maintaining separate legal entities and governance structures. Disadvantages Whilst there are disadvantages associated with the AGL Scheme, we consider these to be outweighed by the advantages outlined above. These disadvantages include:

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Aspen Group and Aspen Parks Property Fund

Independent Expert’s Report 22 October 2015 • the Proposed Merger is NAV dilutive, with NAV per security falling from $1.26[8] per Aspen Group security to between $1.19 and $1.20 per Merger Group security on a full cash, full scrip basis respectively. This is in part driven by transaction costs and a premium paid to APPF, costs of which typically are incurred when undertaking any acquisition. Despite this, the Merged Group is expected to generate operational synergies which supports the 28% accretion in distributions per security paid[9] which will not occur should the Proposed Merger not proceed • the gearing of the Merged Group (39% and 27% on a full cash and full scrip basis respectively) will be materially higher than Aspen Group’s proforma level on a deconsolidated basis (1.7%). This is a consequence of the elimination of Aspen Group’s equity investment in APPF, APPF’s higher gearing levels and the use of debt towards funding the cash consideration under the Cash Option • in undertaking the Proposed Merger, management have estimated that $7.0 million in transaction costs (refer Section 6.3) will be incurred. In the event the Proposed Merger does not proceed, Aspen Group will still incur $1.5 million[10] . Despite this, it is unlikely that any transaction designed to simplify the ownership and governance structure of Aspen Group will not incur costs, and therefore such costs are in effect, unavoidable irrespective of what alternative is chosen. 3.2.1 Other considerations In forming our opinion, we have also considered a number of other factors as outlined below. Whilst we do not necessarily consider these to impact our assessment of the reasonableness of the AGL Scheme, we consider it necessary to address these considerations in arriving at our opinion: • the Proposed Merger may not proceed notwithstanding the AGL Scheme is approved, as it is also dependent on APPF securityholders approving the APPML Scheme which may not eventuate, and the extent to which Discovery obtains a sufficient interest under the Discovery Proposal to allow it to block the APPML Scheme from proceeding • foreign investors (outside of Australia and New Zealand) are not eligible to participate in the AGL Scheme. Consequently, any Aspen Group securities held will be sold via a sale facility, with proceeds payable to foreign investors in cash. Foreign investors can still acquire securities in the Merged Group on the ASX, but will likely incur brokerage costs. Foreign investors represent approximately 0.4% of Aspen Group’s listed capital

• 8 Deconsolidated basis

9 Applicable for both full cash uptake and full scrip scenarios 10 $0.5 million was recognised in FY15

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ABCD
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• Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015

• • based on specialist advice provided to Aspen Group, the Proposed Merger will give rise to a capital gains tax (CGT) event for Aspen Group securityholders. More information can be found in the Explanatory Memorandum.

• 3.2.2 Consequences if the Proposed Merger does not proceed In the event the AGL Scheme is not approved, or any conditions precedent prevent the AGL Scheme from being implemented, the Proposed Merger will not proceed and Aspen Group will continue to operate in its current form and remain listed on the ASX. As a consequence: • Aspen Group will continue to operate as a standalone entity and execute on its strategy as set out in Section 8.4 of this report

• • Aspen Group securityholders will continue to be exposed to the benefits and risks associated with an investment in APPF and any subsequent transaction it may undertake to address the current structural issues. In the event Discovery obtains a material interest in APPF under the Discovery Proposal, it is likely that any future attempts to address the issues relating to the current ownership and governance structure will be further complicated

• • Aspen Group’s security price will likely fall to levels immediately prior to the announcement of the Proposed Merger, as Aspen Group will be unable to generate the level of synergies expected under the Proposed Merger, nor resolve the complications resulting from the current ownership and governance structure.

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ABCD

Aspen Group and Aspen Parks Property Fund

Independent Expert’s Report

22 October 2015 4 Opinion for APPF securityholders In our opinion, we consider the APPML Scheme to be in the best interests of APPF securityholders, in the absence of a superior proposal. Our assessment has been based on applying the ‘fairness and reasonableness’ tests as per RG 111 (refer Section 7.2 for more detail). More specifically, we have assessed whether the APPML Scheme is: • fair , by comparing our assessed value of the consideration received to our assessed value of an APPF security. APPF securityholders are receiving a premium to what we consider the fair value of the investments that comprise APPF on a control basis as reflected in the adjusted NTA and proforma NAV, and that is in our view sufficient given the characteristics of APPF and consistent with other market transactions. As such we consider the APPML Scheme is fair for APPF securityholders • reasonable , by assessing the implications of the APPF Scheme for APPF securityholders, the available alternatives to the APPML Scheme, and the consequences of APPF securityholders not approving the APPML Scheme. Since the APPML Scheme is fair, it is deemed to be reasonable under RG 111. Despite this, we consider that in any event, the overall advantages of the APPML Scheme outweigh its disadvantages and therefore, we consider the APPML Scheme to be reasonable irrespective of our fairness opinion. Since we have concluded that the APPML Scheme is fair and reasonable, we also conclude that the APPML Scheme is in the best interests of APPF securityholders, consistent with the guidance outlined in RG 111. Our assessment of fairness and reasonableness is outlined in Sections 4.1 and 4.2 below respectively. It should be noted that the Proposed Merger may not proceed notwithstanding that the APPML Scheme is approved, as it is also dependent on Aspen Group securityholders approving the AGL Scheme which may not eventuate. In undertaking our assessment, we have assumed that all conditions to the Proposed Merger proceeding which are outside the control of APPF securityholders (particularly approval of the AGL Scheme) have been satisfied. The decision to approve the APPML Scheme or not is a matter for individual APPF securityholders based on their views as to value, expectations about future market conditions and their particular circumstances including investment strategy and portfolio, risk profile and tax position. APPT securityholders should consult their own professional advisor, if in doubt, regarding the action they should take in relation to the APPML Scheme. The APPML Scheme is fair A fairness assessment is purely a quantitative one, whereby the consideration paid is compared

A fairness assessment is purely a quantitative one, whereby the consideration paid is compared to the fair value of the asset acquired. Aspen Group is effectively obtaining control of APPF and therefore is the acquirer. From the perspective of APPF securityholders (excluding Aspen

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Su

Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015 ABCD Group), a transaction is considered fair if they receive at least the fair value of their APPF securities. Under the APPML Scheme, Aspen Group is offering a share of the Merged Group and cash in return for 58% of APPF. As Aspen Group will obtain control of APPF, we have assessed APPF on a control basis. With respect to the consideration, the scrip component would result in APPF securityholders (excluding Aspen Group) holding a minority interest in the Merged Group11and therefore, we have valued the Merged Group securities on a minority interest basis. Outlined in the table below is a comparison of the consideration received under the APPML Scheme to the assessed value of an APPF security and APPF’s proforma NAV. Table 2: Fairness assessment Assessed value of a Merged Group security $1.30 $1.40 $ / security Section Ref. 100% Scrip Full Uptake Cash 100% Scrip Full Uptake Cash Total Consideration 11.4 A 0.50 0.51 0.54 0.53 Adjusted NTA of APPF security 11.2 B 0.44 0.44 0.44 0.44 Premium received ($) C=A-B 0.06 0.07 0.10 0.09 Premium received (%) D=A/B-1 14% 16% 23% 20% Proforma APPF NAV 9.6 E 0.46 0.46 0.46 0.46 Premium received ($) F=A-E 0.04 0.05 0.08 0.07 Premium received(%) G=A/E-1 9% 11% 17% 15% Sources: KPMG Corporate Finance Analysis In this regard, we note APPF securityholders are receiving a premium to the adjusted NTA and proforma NAV of APPF. We consider that it is appropriate for APPF securityholders to receive a premium as notwithstanding that the adjusted NTA and NAV includes a valuation of their underlying securites, in the current market the control value of APPF exceeds both the adjusted NTA and proforma NAV for the following reasons: • recent transactions of passive A-REITs12have occurred in the range of 1.1% to 16.1% over reported NTA (refer Appendix 4), with the more recent transactions occurring at the upper end of the range • comparable A-REITs are currently trading at premia of circa 20% to reported NTA (refer Appendix 4) 11Between 19% and 32% based on a full cash uptake and full scrip scenarios respectively 12Passive A-REITs are considered to have minimal property development activities. Recent transactions since December 2013 comprise Folkestone Social Infrastructure, Mirvac Industrial Trust, Challenger Diversified Property Group and Commonwealth Property Office Fund perseded Draft Disclosure Docum

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ABCD Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015 • the Discovery Proposal, notwithstanding it is for a non-controlling position, is priced at a 20% premium to APPF’s proforma NAV and therefore evidence of what an alternative party may be prepared to pay • there are $1.7 million in synergistic benefits that are expected to be achieved from the Proposed Merger which are not reflected in our adjusted NTA above and are largely available to acquirers of APPF. As these are largely cost-based synergies, we consider there to be a high degree of certainty that they will be achieved. Inclusion of these synergies would effectively reduce the premium paid. Further we do not consider the Discovery Proposal is an effective alternative to the merger given it is only available to a limited number of securityholders On the basis of the factors outlined above, we consider that APPF securityholders are appropriately compensated under the APPML Scheme and therefore the APPML Scheme is fair to APPF securityholders (excluding Aspen Group). The APPML Scheme is reasonable In accordance with RG 111, an offer is reasonable if it is fair. As we have assessed the APPML Scheme to be fair, the APPML Scheme is deemed to be reasonable. However, irrespective of the statutory obligation to conclude that the APPML Scheme is reasonable because it is fair, we have also considered a range of factors which on balance, support a reasonableness conclusion in isolation of a fairness opinion. Whilst the fairness test is a quantitative exercise, assessing reasonableness is largely a qualitative one and typically involves the consideration of a range of factors, which in the context of the APPML Scheme, predominantly relate to: • advantages and disadvantages of the Proposed Merger • alternatives available to APPF, in particular the Discovery Proposal • implications if the APPML Scheme is not approved and the Proposed Merger does not proceed. A reasonableness assessment requires a level of judgement to assess each factor in isolation, but then conclude after considering the factors in combination. Certain factors will have a greater weighting than others. In this regard, we consider the APPML Scheme to be reasonable to APPF securityholders on the basis that the advantages outweigh the disadvantages, as outlined below. Advantages Key advantages to the APPML Scheme include:

• The APPML Scheme provides liquidity at a premium to NAV of between 9% and 17% . This is a significant benefit of the APPML Scheme. APPF has been capitalconstrained and unable to provide the liquidity requested by its investors for some time.

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Aspen Group and Aspen Parks Property Fund Explanatory Memorandum ABCD Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015 Typically, such situations result in either liquidity events that are insufficient and drawn out over long periods of time as the company tries to balance the liquidity demands of departing securityholders with the capital requirements of the business going forward, or, a material transaction occurs at either a discount to NAV and/or is dilutive to securityholders as the market capitalises on the circumstances facing the company. The APPML Scheme resolves these issues in a way which is superior to any other alternative considered by a separate APPF Board Committee (APPF BC), or likely to occur considering the additional hurdles to takeover created by Aspen Group’s 42% interest. • The APPML Scheme is a superior proposal to other options available to address the capital constraints of APPF. Having considered and/or pursued a number of alternatives to resolve the capital constraints of the company, the APPF BC has concluded that the APPML Scheme is the most attractive option available. Further we do not consider the Discovery Proposal an effective alternative to the merger given it is only available to a limited number of securityholders. Other alternatives considered by the APPF BC included asset sales, a wind-up of APPF, an ASX listing, equity raisings, or merging with other entities. More specifically: • individual asset sales is a protracted process of which scale economies are progressively lost with respect to corporate overheads as these costs do not necessarily scale down in proportion to the progressive downsizing of the portfolio • in relation to takeover offers, the APPF BC received approaches from Ingenia Communities Australia (INA) and Discovery during 2014 (refer Section 9.3 for more detail), though the offers were conditional and not formalised, and given the uncertainty of execution, were considered not fit for recommendation to APPF securityholders. Further, Aspen Group’s significant influence over APPF as both investor and manager creates an additional hurdle to any takeover • an ASX listing would be unlikely to provide better value as it would be sub-scale and/or unlikely to have sufficient trading liquidity to be included in any investable index which is key to generating and maintaining ongoing price and volume momentum required to be a successful listed company. Despite this, an ASX listing will at least provide some liquidity, more than what is currently available • an equity raising was undertaken in 2014 via an Entitlement Offer which failed to attract sufficient interest from APPF securityholders (excluding Aspen Group) and was only successful on the basis that Aspen Group was prepared to step in as underwriter. APPF’s situation has not materially changed since which would suggest APPF securityholders would not have greater appetite to participate if another equity raising was undertaken. Whilst a superior offer may emerge, we consider this unlikely given Aspen Group’s current shareholding. • The APPML Scheme is accretive to APPF securityholders on a distribution per security basis. The Proposed Merger is expected to be 16% accretive to distributions on a per security basis under either scenario. Such accretion is in part driven by the synergistic

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• ABCD Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015

• benefits expected to be realised from the Proposed Merger (including the elimination of cost duplication associated with managing two different groups of securityholders as well as maintaining separate legal entities and governance structures) as well as the benefits of lower capital expenditure from Aspen Group flowing through.

• • APPF securityholders can choose to hold an investment in a larger business which should lead to increased liquidity and improved access to capital markets. All else being equal, larger businesses tend to be more liquid investments then their smaller peers owing to larger free-floats, lower operating risk given the more diversified nature of their operations, and lower earnings volatility. Further, liquid investments tend to be more attractive to capital markets as liquidity reduces investment risk which increases the propensity of capital to be invested not only from equity investors, but from debt investors as well given the company’s ability to call on equity capital to address any impending covenant issues which may arise. By comparison, APPF is currently an open-ended, unlisted fund which has limited liquidity and is constrained in its ability to raise capital. Further, existing investors have shown their lack of interest in investing further as evidenced by the lack of take-up in the Entitlement Offer.

• • The APPML Scheme provides APPF securityholders with the choice to either crystalise their investment in APPF, or remain invested in the sector. Despite the historical desire for withdrawal from various APPF securityholders, some APPF securityholders may wish to remain exposed to the accommodation sector and the APPML Scheme provides this option. The Cash Option (combined with the sale facility) provides liquidity for those APPF securityholders seeking to exit, whilst at the same time, the Scrip Option allows APPF securityholders the option to remain invested in the sector. It should be noted that for the period in which APPF securityholders hold Merged Group securities either directly or via the sale facility, they will be exposed to increased price volatility of their investment, especially in light of the impact that sentiment has on the market value of their investment relative to intrinsic value as represented by the NAV.

• Other advantages of the APPML Scheme include: • APPF securityholders will share in the operational synergies expected to be achieved from the Proposed Merger, including the elimination of cost duplication associated with managing two different groups of securityholders as well as maintaining separate legal entities and governance structures

• • the reduction of agency risk as management will effectively be internalised and the interests of APPF and Aspen Group would be more closely aligned. This will be partially offset by the exposure to any unforseen increase in management costs which may not otherwise apply in the current situation given the typically capped nature of external management agreements

• APPF securityholders will incur no broker or stamp duty costs by participating in the APPML Scheme.

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Aspen Group and Aspen Parks Property Fund
Explanatory Memorandum
ABCD
Aspen Group and Aspen Parks Property Fund
Independent Expert’s Report
22 October 2015
Disadvantages
Whilst there are disadvantages associated with the APPML Scheme, we consider these to be
outweighed by the advantages outlined above. These disadvantages include:
• Depending on the uptake of the Cash Option, the benefits on an earnings per security is less
for APPF than on a distribution basis, and could be earnings neutral under a 100% scrip
basis. Despite this, it is more accretive on a distribution per security basis as the benefits of
lower capital expenditure from Aspen Group flow through
• APPF securityholders’ (excluding Aspen Group) ownership of the underlying assets in
APPF will fall from 58% to between 19% to 32% in the Merged Group [13]
• APPF securityholders will have increased exposure to non-core assets (particularly
Spearwood South) and the risks relating to the divestment of this asset
• APPF securityholders who retain securities in the Merged Group will only receive
distributions on a half yearly rather than a monthly basis which may not align with their
cash flow requirements. Offsetting this is that APPF securityholders will benefit directly
from the increased distribution arising
• in undertaking the Proposed Merger, management have estimated that $7.0 million in
transaction costs will be incurred. In the event the Proposed Merger does not proceed, APPF
will still incur $0.8 million [14] . Despite this, it is unlikely that any transaction designed to
resolve the capital constraints of APPF will not incur costs, and therefore such costs are in
effect, unavoidable irrespective of what alternative is chosen.
4.2.1 Other considerations
In forming our opinion, we have also considered a number of other factors as outlined below.
Whilst we do not necessarily consider these to impact our assessment of the reasonableness of
the APPML Scheme, we consider it necessary to address these considerations in arriving at our
opinion:
• the Proposed Merger may not proceed in the event the APPML Scheme is approved, as it is
also dependent on Aspen Group securityholders approving the AGL Scheme which may not
eventuate. Given the premium paid by Aspen Group, Aspen Group securityholders may
decide to reject the AGL Scheme despite the advantages of the Proposed Merger
• foreign investors (outside of Australia and New Zealand) are not eligible to participate in the
APPML Scheme. Consequently, any APPF securities held will be sold via a sale facility,
with proceeds payable to foreign investors in cash. Foreign investors can still acquire
securities in the Merged Group on the ASX, but will likely incur brokerage costs. Foreign
investors represent approximately 0.1% of APPF’s issued capital
13 Range based on a full cash uptake and full scrip scenarios respectively
14 $0.3 million was recognised in FY15
Superseded Draft Disclosure Document
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ABCD

Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015 • based on specialist advice provided to APPF, the Proposed Merger will give rise to a CGT event for APPF securityholders. More information can be found in the Explanatory Memorandum. 4.2.2 Consequences if the Proposed Merger does not proceed In the event the APPML Scheme is not approved, or any conditions precedent prevent the APPML Scheme from being implemented, the Proposed Merger will not proceed and APPF will continue to operate in its current form. As a consequence: • APPF will continue to operate as a standalone entity and be managed by Aspen Group • APPF securityholders’ will continue to be exposed to the benefits and risks associated with an investment in APPF. In the event Discovery obtains a material interest in APPF under the Discovery Proposal, it is likely that any future attempts to address the issues relating to the current ownership and governance structure will be further complicated • APPF will be yet to resolve its capital constraints, with a capital structure review expected to be undertaken including an assessment of the amount and timing of future withdrawal offers. In the event of no alternative proposal emerging, it is likely that APPF will continue to rely on Aspen Group for additional equity capital requirements. 5 Other matters In forming our opinion, we have considered the interests of Aspen Group securityholders as a whole and APPF securityholders as a whole. This advice therefore does not consider the financial situation, objectives or needs of individual Aspen Group securityholders or individual APPF securityholders. It is not practical or possible to assess the implications of the Proposed Merger on individual securityholders as their financial circumstances are not known. The decision of Aspen Group securityholders and APPF securityholders as to whether or not to approve the Proposed Merger is a matter for individuals based on, amongst other things, their risk profile, liquidity preference, investment strategy and tax position. Individual securityholders should therefore consider the appropriateness of our opinion to their specific circumstances before acting on it. As an individual’s decision to vote for or against the proposed resolutions may be influenced by his or her particular circumstances, we recommend that individual securityholders including residents of foreign jurisdictions seek their own independent professional advice. Our report has also been prepared in accordance with the relevant provisions of the Act and other applicable Australian regulatory requirements. This report has been prepared solely for the purpose of assisting Aspen Group securityholders and APPF securityholders in considering the Proposed Merger. We do not assume any responsibility or liability to any other party as a result of reliance on this report for any other purpose. All currency amounts in this report are denominated in Australian dollars unless otherwise stated.

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Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

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ABCD
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Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015 Neither the whole nor any part of this report or its attachments or any reference thereto may be included in or attached to any document, other than the Explanatory Memorandum and Securityholder Booklets to be sent to Aspen Group securityholders and APPF securityholders in relation to the Proposed Merger, without the prior written consent of KPMG Corporate Finance as to the form and context in which it appears. KPMG Corporate Finance consents to the inclusion of this report in the form and context in which it appears in the Explanatory Memorandum. The above opinion should be considered in conjunction with and not independently of the information set out in the remainder of this report, including the appendices. Yours faithfully Ian Jedlin Jason Hughes Authorised Representative Authorised Representative

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ABCD
Aspen Group and Aspen Parks Property Fund
Independent Expert’s Report
22 October 2015
Contents
The remainder of this report is set out below under the following headings.
6 The Proposed Merger 19
7 Scope of the report 22
8 Profile of Aspen Group 25
9 Profile of Aspen Parks Property Fund 40
10 The Merged Group 50
11 Evaluation of Proposed Merger 58
Appendix 1 – KPMG Corporate Finance Disclosures 73
Appendix 2 – Sources of information 75
Appendix 3 – Industry overview 76
Appendix 4 – Market evidence 80
Appendix 5 – Valuation methodology 85
Appendix 6 – Glossary 87
Part Two – Financial Services Guide 89
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independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. The KPMG name, logo and ‘cutting through complexity’
are registered trademarks or trademarks of KPMG International
Superseded Draft Disclosure Document
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• Aspen Group and Aspen Parks Property Fund Explanatory Memorandum ABCD Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015

• 6 The Proposed Merger Overview In May 2015, Aspen Group made an unsolicited and confidential, incomplete and non-binding expression of interest to merge with APPF. Given the potential conflict arising from Aspen Group’s 42% ownership interest in APPF, combined with common directors, a separate Board Committee was established for each entity to assess the impact of a proposed merger. Negotiations ensued, which subsequently led to the announcement on 14 September 2015 of the Proposed Merger under which it is proposed that Aspen Group and APPF merge by way of two court approved Schemes of Arrangement to create a quadruple stapled group. The two Schemes of Arrangement comprise the APPML Scheme presented to APPF securityholders and the AGL Scheme presented to Aspen Group securityholders. Under the Proposed Merger: • APPF securityholders (excluding Aspen Group) may elect to receive either scrip, cash or a combination thereof as follows: • Scrip Option: APPF securityholders will receive 0.386 Merged Group securities for each APPF security. Since the Merged Group security will be listed, the value of consideration under the Scrip Option is subject to change. A Merged Group security will consist of one APPML share, one AGL share, one APPT unit and one APT unit. The Scrip Option represents the default option

• • Cash Option: APPF securityholders will receive cash of $0.52 per APPF security[15] , subject to an overall cap of $35 million and pro-rata scale back. In the event that a scaleback occurs, APPF securityholders who receive Merged Group securities will have the option of selling these securities via a sale facility. Under the sale facility, sale proceeds will be generated by way of book build or via ordinary trading and will be payable in cash

• • Scrip and Cash Option: a combination of the Scrip Option and the Cash Option (the APPML Scheme).

• • Aspen Group securityholders will receive one Merged Group security for each Aspen Group security held as at the Record Date[16] (the AGL Scheme).

• Aspen Group securityholders and APPF securityholders will be entitled to their respective distributions until the Record Date (10 December 2015), with a final distribution expected to be paid on 31 December 2015 for APPF and 25 February 2016 for Aspen Group. The Merged Group distributions for 2H16 is forecast to be 6.0 cents per Merged Group security, equating to 12.0 cents for FY16 on an annualised basis. 15 Equivalent to a price of $1.347 per Aspen Group security 16 8 December 2015

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Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015 Deal protection measures are in place for both Aspen Group and APPF during an exclusivity period, which restrict Aspen Group and APPF from: • soliciting an approach in relation to a competing transaction, and • discussing, negotiating or entering into a competing transaction, or providing a person with due diligence access, subject to each Board’s fiduciary and statutory obligations. Conditions of the Proposed Merger For the Proposed Merger to be completed, a number of conditions must be satisfied. A summary of these is set out below: • customary regulatory approvals (including ASIC and ASX approvals) and court approval of the AGL and APPML schemes of arrangement and the APT and APPT trust schemes • Aspen Group and APPF securityholder approval of the AGL and APPML schemes of arrangement, respectively (75% of votes cast; more than 50% of securityholders approving) • no material adverse change in Aspen Group or APPF • the representations and warranties of each of Aspen Group and APPF given under the MID remaining true and correct • admission of existing APPF entities to listing and approval for quotation of new Merged Group securities, and • an independent expert opinion that the Proposed Merger is in the best interests of Aspen Group securityholders, as well as APPF securityholders. Costs of the Proposed Merger The total transaction and implementation costs in relation to the Proposed Merger are estimated to be approximately $7.0 million, including $3.2 million in resetting currently outstanding interest rate swaps, $0.2 million of stamp duty and $3.6 million of advisor costs and other restructuring costs. In the event the Proposed Merger does not proceed, Aspen Group will incur costs of $1.5[17] million whilst APPF will incur costs of $0.8[18] million. Comparison to the Discovery Proposal On 14 October 2015, Discovery announced its intention to acquire between 15% and 19.9% of APPF securities on issue from certain non-retail APPF securityholders for a cash consideration of $0.55 per APPF security. Outlined in the table below is a comparison of the key terms of the APPML Scheme and the Discovery Proposal.

17 Including $0.5 million recognised in FY15

18 Including $0.3 million recognised in FY15

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Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

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ABCD
Aspen Group and Aspen Parks Property Fund
Independent Expert’s Report
22 October 2015
Table 3: Comparison of APPML Scheme and Discovery Proposal
Terms APPML Scheme Discovery Proposal
Form of consideration Between 100% cash (subject to a cap of 100% cash, for up to 19.9% of APPF
$35 million, with the remainder as scrip) securities
to 100% scrip
Conditionality Conditional and capable of acceptance Only available to certain qualified
sophisticated and professional
investors on a first-in, first served
basis. Minimum and maximum
acceptance thresholds of between 15%
and 19.9% respectively
Offer end date 26 November 2015, being the APPML No end date specified
Scheme meeting date
Distribution entitlement Entitled to 2H16 distribution No distribution entitlement
Tax implications Potential CGT implications. Refer CGT implications upon sale of APPF
Annexure C of the Explanatory securities
Memorandum for more information
Source: KPMG Corporate Finance analysis, Aspen Group, public announcements
21
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independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. The KPMG name, logo and ‘cutting through complexity’
are registered trademarks or trademarks of KPMG International
Superseded Draft Disclosure Document
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ABCD Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015 7 Scope of the report Purpose As mentioned in Section 2, Section 411(3) of the Act requires that an explanatory statement issued in relation to a proposed scheme of arrangement under Section 411 of the Act include information that is material to the making of a decision by a creditor or member as to whether or not to agree with the relevant proposal. Part 3 Schedule 8 of the Corporations Regulations specifies that the information to be lodged with ASIC must include a report prepared by an expert if the other party to a reconstruction in a scheme of arrangement holds at least 30% of the company, or where the parties to the reconstruction have common directors. The report prepared by the expert must state whether, in the expert’s opinion, the proposed scheme of arrangement is in the best interests of the members of the body as a whole and set out the expert’s reason(s) for forming that opinion. Basis of assessment RG 111 “Content of expert reports”, issued by ASIC, indicates the principles and matters which it expects a person preparing an independent expert report to consider. RG 111.18 states that where a scheme of arrangement has the effect of a takeover bid, the form of analysis undertaken by the expert should be substantially the same as for a takeover bid. That form of analysis considers whether the transaction is “fair and reasonable” and, as such, incorporates issues as to value. In particular: • ‘fair and reasonable’ is not regarded as a compound phrase • an offer is ‘fair’ if the value of the offer price or consideration is equal to or greater than the value of the securities subject to the offer • the comparison should be made assuming 100% ownership of the ‘target’ and irrespective of whether the consideration is scrip or cash • the expert should not consider the percentage holding of the ‘bidder’ or its associates in the target when making this comparison • an offer is ‘reasonable’ if it is ‘fair’. RG 111.20 states that if an expert would conclude that a proposal was ‘fair and reasonable’ if it was in the form of a takeover bid, it will also be able to conclude that the scheme is ‘in the best interests’ of the members of the company. In the circumstance of a ‘not fair but reasonable’ outcome, RG 111.21 states that the expert can also conclude that the scheme is ‘in the best interests’ on the basis that it clearly states that the consideration is less than the value of the securities subject to the scheme but that there are sufficient reasons for securityholders to vote in favour of the scheme in the absence of a higher offer. 22 2015 KPMG Financial Advisory Services (Australia) Pty Ltd is affiliated with KPMG. KPMG is an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. The KPMG name, logo and ‘cutting through complexity’ are registered trademarks or trademarks of KPMG International

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

ABCD

Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015 Limitations and reliance on information In preparing this report and arriving at our opinion, we have considered the information detailed in Appendix 2 of this report. In forming our opinion, we have relied upon the truth, accuracy and completeness of any information provided or made available to us without independently verifying it. Nothing in this report should be taken to imply that KPMG Corporate Finance has in any way carried out an audit of the books of account or other records of Aspen Group or APPF for the purposes of this report. Further, we note that an important part of the information base used in forming our opinion is comprised of the opinions and judgements of management. In addition, we have also had discussions with the management of Aspen Group and APPF in relation to the nature of each entity’s business operations, its specific risks and opportunities, its historical results and its prospects for the foreseeable future. This type of information has been evaluated through analysis, enquiry and review to the extent practical. However, such information is often not capable of external verification or validation. Aspen Group and APPF have responsibility for ensuring that information provided by the respective entity or its representatives is not false or misleading or incomplete. Complete information is deemed to be information which at the time of completing this report should have been made available to KPMG Corporate Finance and would have reasonably been expected to have been made available to KPMG Corporate Finance to enable us to form our opinion. We have no reason to believe that any material facts have been withheld from us but do not warrant that our inquiries have revealed all of the matters which an audit or extensive examination might disclose. The statements and opinions included in this report are given in good faith, and in the belief that such statements and opinions are not false or misleading. The information provided to KPMG Corporate Finance included forecasts/projections and other statements and assumptions about future matters (forward-looking financial information) prepared by the management of Aspen Group and APPF. Whilst KPMG Corporate Finance has relied upon this forward-looking financial information in preparing this report, Aspen Group and APPF remain responsible for all aspects of this forward-looking financial information as it relates to each entity as appropriate. The forecasts and projections as supplied to us are based upon assumptions about events and circumstances which have not yet transpired. We have not tested individual assumptions or attempted to substantiate the veracity or integrity of such assumptions in relation to any forward-looking financial information, however we have made sufficient enquiries to satisfy ourselves that such information has been prepared on a reasonable basis. Notwithstanding the above, KPMG Corporate Finance cannot provide any assurance that the forward-looking financial information will be representative of the results which will actually be achieved during the forecast period. Any variations in the forward looking financial information may affect our valuation and opinion. It is not the role of the independent expert to undertake the commercial and legal due diligence

It is not the role of the independent expert to undertake the commercial and legal due diligence that a company and its advisers may undertake. The Independent Directors of Aspen Group and APPF, together with the each entity’s legal advisers, are responsible for conducting due

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Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015

22 October 2015 diligence in relation to the Proposed Merger. KPMG Corporate Finance provides no warranty as to the adequacy, effectiveness or completeness of the due diligence process, which is outside our control and beyond the scope of this report. We have assumed that the due diligence process has been and is being conducted in an adequate and appropriate manner. The opinion of KPMG Corporate Finance is based on prevailing market, economic and other conditions at the date of this report. Conditions can change over relatively short periods of time. Any subsequent changes in these conditions could impact upon our opinion. We note that we have not undertaken to update our report for events or circumstances arising after the date of this report other than those of a material nature which would impact upon our opinion. Disclosure of information In preparing this report, KPMG Corporate Finance has had access to all financial information considered necessary in order to provide the required opinion. Aspen Group and APPF have requested KPMG Corporate Finance limit the disclosure of some commercially sensitive information relating to Aspen Group and APPF and its subsidiaries. This request has been made on the basis of the commercially sensitive and confidential nature of the operational and financial information of the operating entities comprising Aspen Group and APPF. As such the information in this report has been limited to the type of information that is regularly placed into the public domain by Aspen Group and APPF. 24 2015 KPMG Financial Advisory Services (Australia) Pty Ltd is affiliated with KPMG. KPMG is an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. The KPMG name, logo and ‘cutting through complexity’ are registered trademarks or trademarks of KPMG International

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum ABCD Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015 8 Profile of Aspen Group Business overview Formed in 2001, Aspen Group is an ASX listed property group and a constituent of the S&P/ASX Emerging Companies Index. Through a series of acquisitions and organic growth, Aspen Group grew to become a diversified property investment company with operating assets across the commercial, industrial, office and accommodation sectors. It reached a market capitalisation high of $706 million in November 2007, driven by the accumulation of an extensive property portfolio including interests in development syndicates, a strong national economy and a number of its properties being located in high demand areas such as the mining regions of Western Australia. Aspen Group’s decline since the high in 2007 was driven initially from the underperformance of its development syndicates, which culminated in impairment charges across FY10-13, requiring Aspen Group to undertake a $101 million capital raising in FY12 at a significant discount to the traded security price. Further contributing to the declining market capitalisation of Aspen Group was the downturn in the resources industry (particularly the iron ore sector) which has occurred in recent years. Once a significant portion of these development syndicates were sold, the strategy was then amended to also sell the industrial and commercial properties and focus on accommodation, which was done as part of the current Chief Executive Officer’s appointment in FY14. The renewed strategy focused on simplifying the business, reducing the cost structure, disposing of non-core assets, reducing gearing levels, and importantly, pursuing growth in the “value-formoney” accommodation sector. Aspen Group now operates as a leading provider of “value for money” accommodation across Australia, with a focus on:  Residential / short-stay accommodation comprising holiday parks, manufactured housing estates (MHEs) and mixed use accommodation assets. These properties cater to permanent and short-stay residents.  Resources properties, which includes accommodation that services both corporate resource clients and contractors, as well as short to long term customers in key mining regions. Aspen Group still holds discontinued development assets, commercial / industrial properties, and resort / short-stay parks, which are deemed non-core and are in the process of being divested. Immediately prior to the announcement of the Proposed Merger, the market capitalisation of Aspen Group was $138.6 million, based on the closing security price of $1.225 on 11 September 2015. 25 2015 KPMG Financial Advisory Services (Australia) Pty Ltd is affiliated with KPMG. KPMG is an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. The KPMG name, logo and ‘cutting through complexity’ are registered trademarks or trademarks of KPMG International

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ABCD
Aspen Group and Aspen Parks Property Fund
Independent Expert’s Report
22 October 2015
Corporate structure
An overview of Aspen Group’s current corporate structure is illustrated below.
Figure 1: Aspen Group corporate structure
Aspen Group
securityholder
100%
Stapled
APT AGL
100%
Responsible entity
AFML
Source: Merger of Aspen Group and APPF Presentation
Aspen Group is a listed stapled group comprising AGL and APT. APT is an investment trust
which holds a direct investment in four accommodation properties and one non-core asset (refer
Section 8.3 for more detail). AGL is the corporate entity of Aspen Group. Aspen Group entities
hold a 42% interest in the stapled entities of APPF (refer Section 9.2 for more detail on APPF’s
corporate structure, as well as one non-core asset). AGL also owns 100% of AFML, a funds
management company which is the responsible entity of APT. AFML is also the responsible
entity of APPT, the investment trust of the APPF stapled structure (refer Section 9.2).
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22 October 2015 Corporate structure An overview of Aspen Group’s current corporate structure is illustrated below. Figure 1: Aspen Group corporate structure Aspen Group securityholder 100% Stapled APT AGL 100% Responsible entity AFML Source: Merger of Aspen Group and APPF Presentation Aspen Group is a listed stapled group comprising AGL and APT. APT is an investment trust which holds a direct investment in four accommodation properties and one non-core asset (refer Section 8.3 for more detail). AGL is the corporate entity of Aspen Group. Aspen Group entities hold a 42% interest in the stapled entities of APPF (refer Section 9.2 for more detail on APPF’s corporate structure, as well as one non-core asset). AGL also owns 100% of AFML, a funds management company which is the responsible entity of APT. AFML is also the responsible entity of APPT, the investment trust of the APPF stapled structure (refer Section 9.2). 8.2.1 Management of APPF AFML provides management services under a fund management agreement with APPF, expiring April 2019. Under the terms of the agreement, AFML provides a range of services to APPF which relate to strategic management, business planning, accounting, taxation, communication with securityholders, payment of distributions, management of any development or expansion of assets, and the sale or acquisition of any APPF property. AFML is entitled to certain fees as outlined in the table below. 26 2015 KPMG Financial Advisory Services (Australia) Pty Ltd is affiliated with KPMG. KPMG is an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. The KPMG name, logo and ‘cutting through complexity’ are registered trademarks or trademarks of KPMG International

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

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ABCD
Aspen Group and Aspen Parks Property Fund
Independent Expert’s Report
22 October 2015
Table 4: Fee schedule
Fee and cost type Amount Timing
Funds management fee 1.0% of the gross asset value of APPF, commencing from Payable monthly in advance
the settlement date of any assets acquired.
Performance incentive fee of 25% of the amount available
for distribution to securityholders of APPF in excess of
specified threshold levels.
Development fee 6.5% of the construction costs of any capital expenditure Payable as and when
(capex) project. incurred
Sale fees 1.5% (maximum) of the net proceeds of property sales. Payable on settlement of the
This fee is only payable if the net proceeds of sale (or sale, or will be payable on
value of initial market capitalisation on the basis of being the value of assets should
listed on the ASX) exceed the CPI adjusted acquisition APPF become listed on the
price (exclusive of acquisition costs). AFML currently ASX
does not charge sales fees though may reconsider this
position in the event the Proposed Merger does not
proceed.
Incentive fee of 10% of the amount of the sale price of
each property, or value of the initial market capitalisation
in the event of being listed on the ASX, which is greater
than the CPI adjusted acquisition price (exclusive of
acquisition costs).
Acquisition fees 5% of the acquisition value of properties acquired by Payable on settlement of the
APPF, exclusive of acquisition costs. This fee is currently acquisition
charged at 2%.
A debt arrangement fee of 1% on the acquisition value of
all properties is also applicable. Aspen Group does not
currently charge this fee.
Reimbursement of costs Reimbursement for any costs or expenses incurred in Payable as and when
establishing and managing APPT. There is no limit on the incurred
total expenses that may be recovered.
Source: Funds Management Agreement, dated 19 November 2008
Investment portfolio
The table below provides a summary of the Aspen Group proforma investment portfolio at
30 June 2015.
27
2015 KPMG Financial Advisory Services (Australia) Pty Ltd is affiliated with KPMG. KPMG is an Australian partnership and a member firm of the KPMG network of
independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. The KPMG name, logo and ‘cutting through complexity’
are registered trademarks or trademarks of KPMG International
Superseded Draft Disclosure Document
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ABCD
Aspen Group and Aspen Parks Property Fund
Independent Expert’s Report
22 October 2015
Table 5: Aspen Group proforma investment portfolio at 30 June 2015
Date of last Independent Carrying Cap.
Property Freehold/ external value value rate
Property type Leasehold Location valuation ($ million) ($ million) (%)
Accommodation
Aspen Karratha Resource Freehold WA Jun-15 21.8 22.0 21.0
Village
Four Lanterns Estate Permanent Freehold NSW Dec-14 7.4 8.0 8.3
Mandurah Gardens
Estate Permanent Freehold NSW May-15 10.2 10.7 9.3
Tomago Van Permanent / Freehold WA Jul-15 10.5 11.2 9.3
Village [1] short-stay
Adelaide Caravan
Park [2] Short-stay Freehold SA Aug-15 9.3 9.3 9.4
Total - Directly held 59.2 61.2 11.5
Investment in APPF [4] Various 45.1
Non-core
Commercial/
Spearwood South Industrial Freehold WA Jun-14 28.5 28.8 9.3
Commercial/
Other [3] Industrial/ Freehold WA 5.5
Development
Total non-core 28.5 34.3 9.3
Total investments 87.7 140.6 11.1
Source: Aspen Group 2015 Full Year Results Presentation, Aspen Group
Note 1: Acquisition of Tomago Van Village was completed on 3 August 2015
Note 2: Acquisition of Adelaide Caravan Park was completed on 21 October 2015
Note 3: Other non-core assets include properties at Midland and Aspen Whitsunday Shores
Note 4: Represents Aspen Group’s share (42%) of the net assets of APPF at 30 June 2015
In relation to the property portfolio, we note:
• the carrying value at 30 June 2015 takes into account any capitalised costs incurred
subsequent to the independent valuation.
• Aspen Karratha Village (AKV) is the sole resource sector park held by Aspen Group. AKV
was designed and built with the primary intention of attracting management and operating
staff in the resource sector by offering a significantly higher standard of amenity in
accommodation and facility than the traditional "single men's quarters" in the region. Aspen
Group has secured a two year lease extension (until January 2018) at AKV for 150 of the
180 rooms. Based only on this 83% occupancy rate, the property value represents a 12%
income yield.
• during FY15, Aspen Group acquired the Four Lanterns Estate and the Mandurah Gardens
Estate.
The Four Lanterns Estate is a fully residential MHE located in south-west Sydney. The
announced purchase price of $7.4 million reflects an initial yield of 7.6% on operations
(excluding transaction costs).
The Mandurah Gardens Estate is also a fully residential MHE located in Mandurah,
Western Australia. The announced purchase price of $10.2 million reflects an initial yield of
9.3% (excluding transaction costs).
We note that both properties have a 100% occupancy level.
28
2015 KPMG Financial Advisory Services (Australia) Pty Ltd is affiliated with KPMG. KPMG is an Australian partnership and a member firm of the KPMG network of
independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. The KPMG name, logo and ‘cutting through complexity’
are registered trademarks or trademarks of KPMG International
Superseded Draft Disclosure Document
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Aspen Group and Aspen Parks Property Fund
Explanatory Memorandum
ABCD
Aspen Group and Aspen Parks Property Fund
Independent Expert’s Report
22 October 2015
• subsequent to the year ended 30 June 2015, Aspen Group acquired the Tomago Van Village
located in Tomago, New South Wales (NSW). The announced purchase price of $10.5
million reflects an initial yield of 9.3% on operations (excluding transaction costs).
Aspen Group also acquired the Adelaide Caravan Park located in Hackney, South Australia.
The announced purchase price of $9.3 million reflects an initial yield of 9.4% on operations
(excluding transaction costs).
• Aspen Group holds a 42% interest in APPF, which is discussed in more detail in Section 9.
• the industrial property at Spearwood South in the Perth metropolitan area remains the last
major non-core asset in the Aspen Group portfolio. This property is currently fully leased,
with an approximate 5 year weighted average lease expiry (WALE). Aspen Group’s
immediate asset management focus remains on leasing. We note that a vacant portion of the
property was conditionally sold in April 2015 for $35.0 million, which supports the 100%
valuation of the property. The sale conditions were formally satisfied in July 2015 with
settlement occurring in August 2015.
• the Midland property has been conditionally sold, with settlement expected to occur in
FY17/18.
Strategy
The strategic focus of Aspen Group is to continue to pursue growth opportunities in the
accommodation sector, both via the acquisition of parks and selected development works on
new cabins, as well as improving yields from the existing accommodation portfolio. This
includes managing the impact of the downturn in demand for accommodation servicing the
resources sector that has occurred in the last two years.
Aspen Group assesses potential acquisitions based on three key requirements:
• ability to generate strong, recurring income yields;
• geographically located in metropolitan areas or major population centres and close
proximity to existing properties to strengthen asset clusters; and
• the opportunity for development upside or expansion.
The objective of this strategic refocus is to transform Aspen Group into a pure-play
accommodation business. We note that Aspen Group is now at the final stage of its strategic
transformation, with a focus on generating returns by optimising operations from its existing
capital base and by growing the business.
We note that during FY15, Aspen Group increased its ownership stake in APPF from 12.5% to
42%. This was achieved by participating in and underwriting the APPF Entitlement Offer that
was conducted in October 2014 and the result of non-participation in the November 2014
withdrawal offer. Refer to Section 9.3 for further details of the Entitlement Offer.
29
2015 KPMG Financial Advisory Services (Australia) Pty Ltd is affiliated with KPMG. KPMG is an Australian partnership and a member firm of the KPMG network of
independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. The KPMG name, logo and ‘cutting through complexity’
are registered trademarks or trademarks of KPMG International
Superseded Draft Disclosure Document
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Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015 Financial performance In order to isolate the impact of Aspen Group’s investment in APPF, we have assessed the financial performance of Aspen Group on a deconsolidated basis, whereby entries related to APPF are treated separately. The financial performance of Aspen Group on a deconsolidated basis for the years ended 30 June 2014 and 30 June 2015 is summarised below. Table 6: Financial performance of Aspen Group (deconsolidated) For the period ended $ millions 30-Jun-14 30-Jun-15 Income from operations Accommodation Aspen Karratha Village (AKV) 10.7 5.7 Four Lanterns - 0.2 APPF management fees / equity 5.0 6.3 Commercial / industrial 15.2 6.9 Development and other (4.2) (0.1) Total income 26.7 18.9 Operating expenses (10.6) (7.4) Depreciation expense - (2.2) Financial expenses (1.3) (1.3) Underlying profit before tax 14.8 8.1 Income tax expense - - Underlying profit after tax 14.8 8.1 Metrics Income growth (%) (25.1)% (28.8)% Underlying profit after tax (NPAT) margin (%) 55.4% 42.6% Source: Aspen Group Annual Report 2015; Aspen Group 2015 Full Year Results Presentation Given its exposure to the resources industry, Aspen Group was adversely impacted by the downturn in the industry during FY14 and FY15. Sustained weakness in commodity prices, particularly iron ore, resulted in a significant downturn in the level of resources investment activity as companies deferred expansion plans, implemented job and cost cutting measures and suspended operations to alleviate the continued pressure on operating margins. This led to a reduction in the demand for accommodation, with AKV materially impacted. Tariffs were reduced in order to maintain stable occupancy rates, though this led to lower revenues. Whilst Aspen Group recently secured a lease extension for 150 of its 180 rooms for a further two years until January 2018, it was at the expense of lower tariffs. Impairment charges of $11.5 million and $16.5m were recorded for AKV in FY14 and FY15 respectively, reflecting the decline in demand for accommodation in the resource sector. Initiatives such as outsourcing of food and beverage services took effect in April 2014 as a means to improve operational processes and offset the decline in revenue at AKV. ed Draft Disclosure Document

No tax was payable by Aspen Group in both FY14 and FY15 given the utilisation of losses built up in prior loss-making years.

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30

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

ABCD

Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015 As discussed in Section 8.2.1, there are several fees charged to APPF in respect of services provided by AFML. The increase in management fees is consistent with the increased level of acquisitions and capex on properties over the period. This has been partially offset by the declining gross asset value of APPF and the 50 basis point reduction in the fund management fee rate to 1.0% which occurred in FY14. The activities of APPF are discussed in further detail in Section 9. Declines in commercial / industrial income has primarily been as a result of asset sales over the period, consistent with its strategy to simplify and refocus the business on the accommodation sector. Lower losses on development activities are a consequence of Aspen Group’s reduced activity. 8.5.1 Distributions The following table outlines the distribution metrics of Aspen Group for the years ended 30 June 2014 and 30 June 2015, along with guidance for FY16. Table 7: Distribution metrics For the period ending 30-Jun-14 30-Jun-15 30-Jun-16 Weighted basic average number of Aspen Group securities (‘000) 116,495 114,864 113,161 Basic earnings per security (cents)[1] 12.7 7.1 8.4 Distributions per security (cents)[2] 11.5 9.0 9.4[4] Payout ratio (%)[3] 91% 127% 112% Source: Aspen group Annual Report 2015; Aspen Group 2015 Full Year Results Presentation Note 1: Basic earnings per security calculated as underlying profit before tax divided by weighted average basic securities for financial year Note 2: Distributions per security represents the sum of the December and June interim distributions announced to the market Note 3: Payout ratio is calculated as the distributions per security divided by the basic earnings per security Note 4: Distribution guidance for FY16 The decline in operating profits in FY15 largely flowed through to a reduction in distributions for the same period and inclusion of depreciation of APPF’s property portfolio from consolidation of APPF, offset partially by the increase in the payout ratio. The distribution guidance for FY16 of 9.4 cents per security suggests Aspen Group’s earnings base is expected to increase from current levels. Financial position analysis Outlined in the table below is the deconsolidated financial position of Aspen Group as at 30 June 2014 and 30 June 2015.

31 2015 KPMG Financial Advisory Services (Australia) Pty Ltd is affiliated with KPMG. KPMG is an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. The KPMG name, logo and ‘cutting through complexity’ are registered trademarks or trademarks of KPMG International

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Su	Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015 Table 8: Financial position of Aspen Group as at 30 June (deconsolidated) As at Pro-forma $ millions 30-Jun-14 30-Jun-15 30-Jun-15 Cash 44.7 21.5 6.0 Property, plant and equipment 1.4 39.5 59.4 Goodwill - 1.6 1.8 Assets held for sale 115.2 74.3 36.5 Investment properties / equity investment 49.2 45.1 45.1 Other 11.2 6.0 6.0 Total assets 221.7 188.0 154.8 Borrowings 26.7 35.1 8.6 Subsidiary liabilities held for sale 3.9 0.6 0.6 Other 11.4 9.9 4.6 Total liabilities 42.0 45.6 13.8 Net assets(NAV) 179.7 142.5 141.0 Metrics Total APZ units on issue ('000s) 119,948 113,161 113,161 NAV per unit ($) 1.50 1.26 1.25 Gearing (deconsolidated basis) nil 8.4% 1.7% Gearing (consolidated basis) n/a 35.1% n/a Source: Aspen Group Annual Report 2015; Aspen Group 2015 Full Year Results Presentation Note 1: NAV per Aspen Group security calculated as net assets over the total Aspen Group securities on issue at year end Note 2: Management have calculated gearing as borrowings less cash over total assets less cash Aspen Group’s asset base largely comprises its property portfolio, held either directly or via its investment in APPF. For FY15, Aspen Group reclassified its directly held properties as property, plant and equipment (PPE) to better align with its strategic focus to provide “value for money” accommodation and related services. The FY14 financial position is not required to be restated to reflect this change in classification. As mentioned in Section 8.5, AKV was adversely impacted by the downturn in the resources sector, which led to a fall in the valuation of properties in both FY14 and FY15. Assets held for sale include all non-core assets (industrial, development, etc.) which no longer align with the corporate strategy. At 30 June 2014, this balance included approximately $24.6 million in subsidiary assets and $87.8 million of commercial / industrial assets. Key assets sold during FY14 included the Septimus Roe office building in Perth and its 50% interest in the Australian Tax Office (ATO) Adelaide office building in Adelaide, with net proceeds of $91.0 and $29.5 million received being consistent with carrying values. In FY15, Aspen Group sold its industrial property at Browns Road, Noble Park (Victoria) for $20.8 million representing a premium of $0.5 million to the net carrying value. At 30 June 2015, Spearwood South was the only major non-core industrial asset that remained unsold. An independent valuation of Spearwood in FY15 resulted in a $3.0 million impairment to the carrying value of the asset. More detail on assets held for sale as at 30 June 2015 were outlined previously in Section 8.3. Investment properties / equity investment represents Aspen Group’s 42% investment in APPF. Debt and cash form ke comonents of Asen Grou’s onoin caital manaement roram perseded Draft Disclosure Document
	y p p p gg p g pg. With respect to cash, the business seeks to maintain sufficient cash reserves to undertake capital management initiatives such as the activation of the share buyback programme (ceased in 32 2015 KPMG Financial Advisory Services (Australia) Pty Ltd is affiliated with KPMG. KPMG is an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. The KPMG name, logo and ‘cutting through complexity’ are registered trademarks or trademarks of KPMG International

Debt and cash form key components of Aspen Group’s ongoing capital management program. With respect to cash, the business seeks to maintain sufficient cash reserves to undertake capital management initiatives such as the activation of the share buyback programme (ceased in

32

2015 KPMG Financial Advisory Services (Australia) Pty Ltd is affiliated with KPMG. KPMG is an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. The KPMG name, logo and ‘cutting through complexity’ are registered trademarks or trademarks of KPMG International

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum ABCD Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015 FY15), fund further acquisitions in the accommodation sector and reinvest additional capital into existing assets. The fall in cash in FY15 primarily reflects the acquisition of three accommodation parks and Aspen Group’s participation in and underwriting of the APPF Entitlement Offer, which resulted in Aspen Group increasing its interest in APPF from 12.5% to 40.0%. The total cash consideration paid was approximately $39.2 million, being $5.0 million for participating in the Entitlement Offer and $34.2 million for underwriting the offer. The Entitlement Offer is discussed in more detail in Section 9.6. The fall in cash was partially offset by consideration received from the disposal of non-core assets, as well as the drawdown of debt facilities. The balance of other assets at 30 June 2015 is predominantly trade and other receivables, whilst other liabilities include employee benefits and derivative liabilities. The deconsolidated 30 June 2015 proforma balance sheet incorporates various corporate activities which took place post 30 June 2015. These include the divestment of Spearwood and Upper Swan, with net proceeds of $37.8 million going towards the repayment of interest bearing liabilities. Additionally, Aspen Group also finalised the purchase of Tomago and Adelaide via a combination of cash and debt, which increased the PPE balance by $19.8 million. Aspen Group also paid 2H15 dividends to securityholders totalling $5.1 million, funded by debt. 8.6.1 Debt Aspen Group has a $65 million debt facility with National Australia Bank (NAB) for the purposes of funding acquisitions. A summary of the facility as at 30 June 2015 is outlined below. Table 9: Debt facilities as at 30 June 2015 Weighted Total Amount Available average cost of facilities drawn facility Maturity debt ($'000) ($'000) ($'000) date (%) NAB debt facility 60,000 35,100 24,900 Sep-17 5.1% NAB overdraft facility 5,000 - 5,000 Sep-17 - Source: Aspen Group Annual Report 2015 The facility was a consequence of two separate refinancings in FY14 and FY15 respectively, under which the facility limit was progressively increased and the maturity date extended. The facility is secured by first ranking registered real property mortgages over Aspen Group’s properties, as well as a fixed and floating charge over Aspen Group. Outlined in the table below are the financial covenants of Aspen Group as at 30 June 2014 and 30 June 2015. 33 2015 KPMG Financial Advisory Services (Australia) Pty Ltd is affiliated with KPMG. KPMG is an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. The KPMG name, logo and ‘cutting through complexity’ are registered trademarks or trademarks of KPMG International

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Su	persed	Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015 ABCD Table 10: Financial covenants Financial covenant Covenant 30-Jun-14 30-Jun-15 Loan to value ratio 45.0% or less 21.0% 34.1% Interest coverage ratio 2.25:1 or greater n/a 5.37x Source: Aspen Group Annual Report 2015 Aspen Group’s financial covenants suggest a conservative debt position was maintained during FY14 and FY15, with the loan to value ratio19 (LVR) and interest coverage ratio20 (ICR) being well below and above covenant levels respectively. Equity capital As at 30 September 2015, Aspen Group had 113,161,158 stapled securities on issue, which are listed and traded on the ASX. Holders of stapled securities are entitled to receive dividends and distributions and are entitled to one vote per stapled security at securityholder meetings. The following table outlines the substantial21 securityholders in Aspen Group as at 30 September 2015. Table 11: Substantial Aspen Group securityholders as at 30 September 2015 Securityholder Number of stapled APZ securities Percentage of issued capital Allan Gray Investment Management 18,467,630 16.32% Mill Hill Capital Pty Ltd 13,355,607 11.80% Westpac Banking Corporation1 10,665,317 9.42% Telstra Super 6,918,586 6.11% Commonwealth Bank of Australia 6,048,554 5.35% LeggMason AM 5,971,330 5.28% Total Aspen Group securities held by substantial Aspen Group securityholders 61,427,024 54.28% Other Aspen Groupsecurityholders 51,734,134 45.72% Total Aspen Group securities on issue 113,161,158 100.00% Source: Aspen Group Note 1: The 9.42% interest held by Westpac Banking Corporation includes 9,496,008 securities (8.39%) held by BT Investment Management Ltd Whilst the substantial securityholders hold a material security holding collectively, no single securityholder has control over Aspen Group. Outlined in the table below is the spread of Aspen Group securityholders as at 30 September 2015. 19The ratio of Aspen Group’s total principal outstanding over the aggregate value of Aspen Group’s properties 20The ratio of the earnings before interest, income, tax, depreciation, amortisation and any other non-cash items to interest expense ed Draft Disclosure Document
	21Defined as a security holding greater than 5% of issued capital 34 2015 KPMG Financial Advisory Services (Australia) Pty Ltd is affiliated with KPMG. KPMG is an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. The KPMG name, logo and ‘cutting through complexity’ are registered trademarks or trademarks of KPMG International

21 Defined as a security holding greater than 5% of issued capital

2015 KPMG Financial Advisory Services (Australia) Pty Ltd is affiliated with KPMG. KPMG is an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. The KPMG name, logo and ‘cutting through complexity’ are registered trademarks or trademarks of KPMG International

34

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Aspen Group and Aspen Parks Property Fund
Explanatory Memorandum
ABCD
Aspen Group and Aspen Parks Property Fund
Independent Expert’s Report
22 October 2015
Table 12: Securityholder distribution at 30 September 2015
Number of Number of stapled Aspen Percentage of
securityholders Group securities held issued capital
1 - 10,000 1,680 4,601,118 4.07%
10,001 - 100,000 409 11,159,404 9.86%
100,001 and over 41 97,400,636 86.07%
Total Aspen Group securities on issue 2,130 113,161,158 100.00%
Source: Aspen Group, KPMG Corporate Finance analysis
8.7.1 Directors’ interests
As at 30 September 2015, the directors of Aspen Group held relevant interests in the following
securities.
Table 13: Directors’ relevant interest as at 30 September 2015
Executive / Board Committee Percentage of
Director Non-executive Director member Securities held issued capital
Clem Salwin Executive n/a 1,616,689 1.43%
Frank Zipfinger Non-executive Aspen Group BC 206,132 0.18%
Clive Appleton Non-executive APPF BC 31,000 0.03%
Guy Farrands Non-executive Aspen Group BC 135,475 0.12%
John Carter Non-executive Aspen Group BC 13,882,539 12.27%
Total 15,871,835 14.03%
Source: Aspen Group Annual Report 2015
As outlined in the table above, the Directors of Aspen Group held a combined relevant interest
of 14.03% at 30 September 2015. Non-executive Director, John Carter holds approximately
12.27% of issued capital through his investment firm, Mill Hill Capital Pty Ltd.
Trading performance
In assessing Aspen Group’s security price performance, we have:
• analysed price and volume performance since 26 August 2013, the first date at which Aspen
Group made an announcement to divest various non-core assets in line with its new strategic
focus towards “value for money” accommodation.
• compared Aspen Group’s security price movement to the S&P/ASX 300 A-REIT Index
over the period from 26 August 2013 to 25 September 2015.
• assessed the volume weighted average price (VWAP) and trading liquidity of Aspen Group
securities for the period pre and post the announcement of the Proposed Merger.
• assessed the Aspen Group security price relative to the NAV over the period from 26
August 2013 to 25 September 2015.
35
2015 KPMG Financial Advisory Services (Australia) Pty Ltd is affiliated with KPMG. KPMG is an Australian partnership and a member firm of the KPMG network of
independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. The KPMG name, logo and ‘cutting through complexity’
are registered trademarks or trademarks of KPMG International
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Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015 8.8.1 Security price and volume performance Aspen Group’s security price performance and the volume of securities traded over the period since it announced the planned divestment of the non-core asset portfolio (26 August 2013) is illustrated below. Figure 2: Security price performance and volume of securities 2.00 14 8-Nov-13: Completion of 1.80 securities consolidation on a 1 for 10 basis 5-Sep-14: removed as a constituent of the Aspen Group 12 1.60 S&P/ASX Small Ordinaries Index and S&P/ASX 300 Index 1.40 10 1.20 8 1.00 26-Aug-13: Announcement of planned disposal of entire 7-Oct-14: APPF Entitlement Offer concludes. Shortfall of applications results in Aspen 0.80 commercial property portfolio 24-Feb-14: results released to the marketHY14 Interim Group increasing its equity interest to 42% 6 0.60 14-Sep-15: Proposed Merger of 4 Aspen Group and APPF 0.40 announced to the market 2 0.20 0.00 0 Volume Closing APZ Security Price Source: Capital IQ; KPMG Corporate Finance Analysis Since 26 August 2013, Aspen Group securities have closed in a price range of $1.17 (27 January 2015) to $1.80 (30 August 2013). Whilst the market responded favourably to the announcement of the planned disposal of the entire commercial property portfolio (which also facilitated a buyback to securityholders and deliver on the planned strategic refocus), the security price gradually declined over the subsequent six months to February 2014 driven in part by the sentiment surrounding the difficult market conditions arising from weaker resources investment. The on-market buy-back of securities (representing 5.7% of issued capital) combined with the consolidation of securities on a 1 for 10 basis at the end of calendar 2013 (prices have been rebased) may also have had an impact on the trading price. In February 2014, the announcement of HY14 financial results included a 21% reduction in overhead costs (versus prior corresponding period (pcp)), non-core asset sales of $113.6 million and distributions of 7.5 cents per security appears to have provided some price support, after which the security price closed between $1.17 and $1.40 for over 18 months until 25 September 2015. The market reacted positively to the announcement of the Proposed Merger of Aspen Group and APPF on 14 September 2014, with the security price closing at $1.37, up from a close of $1.225 on 11 September 2015. This represents as increase of 11.8%. The security price continues to be supported by the Proposed Merger announcement, with an 18 month high of $1.40 reached at the close of trade on 18 September 2015. 36 2015 KPMG Financial Advisory Services (Australia) Pty Ltd is affiliated with KPMG. KPMG is an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. The KPMG name, logo and ‘cutting through complexity’ are registered trademarks or trademarks of KPMG International

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Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015 Other significant events such as the participation in the APPF Entitlement Offer (as both investor and underwriter) in 1H15 to raise a minimum of $39.9 million, and the spike in volumes in September 2014 resulting from the removal of Aspen Group as a constituent of the S&P/ASX Small Ordinaries Index and S&P/ASX 300 Index (owing to the reduction in trading liquidity), did not have a lasting material impact on the security price. 8.8.2 Relative performance The figure below illustrates a comparison of the trading performance of Aspen Group relative to the S&P/ASX 300 A-REIT Index since 26 August 2013 to 25 September 2015. Figure 3: Aspen Group’s relative security price performance[22] 140 120 100 80 60 40 20 0 Aug-2013 Nov-2013 Feb-2014 May-2014 Aug-2014 Nov-2014 Feb-2015 May-2015 Aug-2015 S&P/ASX 300 A-REIT Aspen Group Source: Capital IQ; KPMG Corporate Finance Analysis Since 26 August 2013, Aspen Group underperformed the broader listed A-REIT sector by falling 22% as compared to a 20% increase in the value of the S&P/ASX 300 A-REIT Index. Such underperformance appears to have been driven by Aspen Group’s exposure to the downturn in the resource industry combined with a contraction in the business value via asset sales. 8.8.3 Liquidity The table below summarises the liquidity of Aspen Group securities pre and post the announcement of the Proposed Merger. 22 Aspen Group’s security price and the S&P/ASX 300 A-REIT Index have been rebased to 100 at 26 August 2013 37 2015 KPMG Financial Advisory Services (Australia) Pty Ltd is affiliated with KPMG. KPMG is an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. The KPMG name, logo and ‘cutting through complexity’ are registered trademarks or trademarks of KPMG International

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Aspen Group and Aspen Parks Property Fund
Independent Expert’s Report
22 October 2015
Table 14: VWAP and liquidity analysis
Closing price Closing price Closing price Cumulative Cumulative
(low) (high) VWAP value volume % of issued
Period ($) ($) ($) ($ millions) (millions) capital
Period ended 11 September 2015 (pre-announcement)
1 day 1.22 1.25 1.23 0.1 0.1 0.1%
1 week 1.20 1.25 1.23 0.4 0.3 0.3%
10 day 1.20 1.28 1.23 0.6 0.5 0.5%
1 month 1.20 1.36 1.27 1.4 1.1 0.9%
3 months 1.20 1.37 1.31 3.5 2.7 2.4%
6 months 1.20 1.37 1.29 10.9 8.5 7.5%
Period ended 25 September 2015 (post-announcement)
10 day 1.20 1.43 1.37 8.1 5.9 5.2%
Source: Capital IQ; KPMG Corporate Finance Analysis
Trading in Aspen Group has been relatively low in the preceding six months prior to the
announcement of the Proposed Merger. This is largely driven by the small cap nature of the
stock and sentiment towards the sectors to which it is exposed. The market responded
favourably towards the Proposed Merger as evidenced by the increase in the security price post
the announcement.
8.8.4 Aspen Group security price relative to NAV
The figure below provides a historical comparison of Aspen Group’s security price compared to
its NAV per Aspen Group security over the period from 26 August 2013 to 25 September 2015.
Figure 4: Trading premium / discount to NAV per Aspen Group security
20%
10%
0%
-10%
-20%
-30%
-40%
-50%
-60%
Aug-2013 Dec-2013 Apr-2014 Aug-2014 Dec-2014 Apr-2015 Aug-2015
Premium / (discount) to NAV
Source: Capital IQ, KPMG Corporate Finance Analysis
Aspen Group has consistently traded below NAV over the period considered. The discount to
NAV during the six month period to February 2014 was a consequence of the declining security
price (driven in part by exposure to the downturn in the mining sector) compared to a stable
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Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015 reported NAV. The reduction in discount in February 2014 reflected a reduction in the NAV resulting from a revaluation of various properties in the portfolio, particularly the resource sector properties. The reduction in discount to NAV since February 2014 has coincided with the continued execution of the restructure of the business whereby non-core and underperforming assets have been sold and accretive acquisitions have been undertaken as well as favourable equity market conditions. 39 2015 KPMG Financial Advisory Services (Australia) Pty Ltd is affiliated with KPMG. KPMG is an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. The KPMG name, logo and ‘cutting through complexity’ are registered trademarks or trademarks of KPMG International

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Aspen Group and Aspen Parks Property Fund
Independent Expert’s Report
22 October 2015
9 Profile of Aspen Parks Property Fund
Business overview
APPF is an open-ended, unlisted investment fund that was established in 2004. The core
strategy of APPF is focussed on investment in short stay and permanent residential
accommodation properties, as well as accommodation properties that service the resources
sector. APPF previously invested in resort style accommodation which has higher earnings
volatility, but has shifted its strategic focus away from this type of property as a means to
deliver long-term capital growth and regular distributions to its securityholders.
APPF currently owns and operates a portfolio of 21 properties throughout Australia. The
properties are located in major tourist destinations and retiree regions in Australia, such as the
north coast of NSW. APPF also has exposure to the resources sector, with four of its properties
in interior South Australia and north-west Western Australia serving the key resources hubs of
Roxby Downs and the Pilbara.
APPF operates in three key segments within the holiday and accommodation park industry:
 residential / short-stay accommodation, consisting primarily of cabins and caravan /
camping accommodation that offers both short stays for tourists and longer term
accommodation for permanent and annual guests
 resource accommodation, consisting of properties that service both corporate resource
clients and contractors, as well as short to long term customers in the key resources regions
within Western Australia and South Australia
 non-core accommodation, which comprises of short stay, resort style accommodation
properties. We note that these facilities also include food & beverage and tour bookings
services.
Each division of APPF caters for a different client base and has different revenue and cost
structures in place, creating a nationally diversified accommodation provider.
Corporate structure
An overview of APPFs current corporate structure is illustrated below.
40
2015 KPMG Financial Advisory Services (Australia) Pty Ltd is affiliated with KPMG. KPMG is an Australian partnership and a member firm of the KPMG network of
independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. The KPMG name, logo and ‘cutting through complexity’
are registered trademarks or trademarks of KPMG International
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Aspen Group and Aspen Parks Property Fund
Independent Expert’s Report
22 October 2015
Figure 5: APPF corporate structure
Other APPF investors AGL
58% 42%
100%
Responsible entity
APPML APPT AFML
Source : Merger of Aspen Group and APPF Presentation
APPF is an unlisted stapled group comprising APPML and APPT. APPT is an investment trust
which holds the property portfolio of APPF, whilst APPML is the corporate entity. AFML is the
Responsible Entity of APPT, and manages APPF under a funds management agreement with
Aspen Group as outlined previously in Section 8.2.1.
Recent corporate activity
Similar to Aspen Group, APPF was also materially impacted by the decline in the resources
sector with a significant decline in the value of its properties and income generated during FY14
and FY15 driving a need to recapitalise the business. This led to various incomplete proposals
for the business which did not however proceed, ultimately resulting in a recapitalisation being
undertaken.
In August 2014, INA announced to the market that over the preceding eleven months it had
made a series of preliminary, indicative, non-binding and confidential approaches to Aspen
Group. INA’s proposal involved acquiring Aspen Group’s 12.5% investment in APPF at NAV,
Aspen Group’s management rights in APPF for $5 million, and the remaining APPF scrip in
return for INA scrip. These proposals were not considered by the Aspen Group Board to
represent a compelling value proposition for Aspen Group securityholders. The proposals did
not progress to a binding offer.
On 28 August 2014, APPF received a conditional proposal from Discovery to acquire all the
assets of APPF for a gross consideration of $217 million, prior to the deduction of fees payable
to Aspen Group and other transaction costs. Unlike the INA proposal, the management rights of
APPF held by Aspen Group were not subject to the proposal. On 25 September 2014, Discovery
made a final offer, structured as a mixture of cash and scrip and a concurrent buy-back of APPF
securities. The APPF BC also did not consider the proposal to provide sufficient value to APPF
securityholders.
Also in August 2014, APPF announced its intention to raise a minimum of $39.9 million by
way of a fully underwritten, pro-rata Entitlement Offer. The equity raised would be used to
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41 2015 KPMG Financial Advisory Services (Australia) Pty Ltd is affiliated with KPMG. KPMG is an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. The KPMG name, logo and ‘cutting through complexity’ are registered trademarks or trademarks of KPMG International

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Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015

22 October 2015 reduce its LVR for banking covenant purposes and also enable APPF to pursue acquisition opportunities. Securityholders were offered the opportunity to apply for 1 new security for every 2 securities held, at an issue price of $0.49 per APPF security. This was underwritten by Aspen Group, with any amounts subscribed for via the underwriting occurring at an issue price of $0.51 per APPF security. Equity of $7.0 million was raised from existing APPF securityholders (including Aspen Group), with $34.2 million being raised by way of the Aspen Group underwriting facility. The equity raised by APPF was initially applied to the repayment of debt, with $6.0 million then used to fund a withdrawal offer in December 2014 and the purchase of three accommodation parks. Investment portfolio The table below is a summary of the APPF investment portfolio as at 30 June 2015. 42 2015 KPMG Financial Advisory Services (Australia) Pty Ltd is affiliated with KPMG. KPMG is an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. The KPMG name, logo and ‘cutting through complexity’ are registered trademarks or trademarks of KPMG International

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

	Su	Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015 ABCD Table 15: APPF investmentportfolio as at 30 June 2015 Property Property type Freehold/ Leasehold Location Date of last external valuation Independent value ($ millions) Carrying value ($ millions) Cap. rate (%) Residential / Short-stay Ballina Lakeside Mixed use Freehold/ Leasehold NSW 09-Apr-15 16.5 17.2 9.0 Dubbo Parklands Mixed use Freehold NSW 04-Jun-15 10.8 11.3 10.2 Harrington Mixed use Leasehold NSW 09-Sep-14 7.7 8.3 13.0 Horseshoe Lagoon Mixed use Freehold NSW 29-Jul-15 7.7 8.5 12.8 Maiden's Inn Mixed use Freehold NSW 29-Jul-15 15.0 15.0 12.2 Shady River Mixed use Freehold NSW 03-Aug-15 5.8 5.8 12.7 Twofold Bay Mixed use Freehold NSW 10-Aug-15 6.5 6.5 10.3 Wallamba River Mixed use Freehold NSW 31-Jul-15 8.8 9.1 9.9 Australiana Mixed use Freehold QLD 07-Feb-15 6.0 6.0 11.3 Port Augusta Mixed use Freehold SA 03-Aug-15 5.7 5.7 13.8 Ashley Gardens Mixed use Freehold VIC 29-Jul-15 20.3 20.3 10.3 Boathaven Mixed use Freehold / Leasehold VIC 03-Aug-15 7.8 7.8 15.1 Geelong Riverview Mixed use Leasehold VIC 13-Aug-15 3.2 3.2 23.0 Yarraby Mixed use Freehold VIC 04-Aug-15 10.2 10.2 11.3 Coogee Beach Mixed use Leasehold WA 30-Jun-15 6.5 6.5 19.2 Perth Vineyeards Mixed use Freehold WA 04-Aug-15 14.0 14.7 10.9 Woodman Point Mixed use Leasehold WA 30-Jun-15 13.0 13.0 11.5 Sub-total 165.3 169.1 11.8 Resource Myall Grove Resource Freehold SA 03-Aug-15 2.7 2.7 16.2 Balmoral Resource Freehold / Leasehold WA 05-Aug-15 1.2 1.2 10.8 Cooke Point Resource Leasehold WA 18-Jun-15 10.3 8.1 36.2 Pilbara Resource Freehold WA 03-Jun-15 7.9 7.9 16.5 Sub-total 22.1 19.9 24.1 Non-core1 Monkey Mia2 Resort Leasehold WA 14.6 n/a Ningaloo Reef2 Resort Freehold / Leasehold WA 9.4 n/a Exmouth Cape2 Tourist Freehold WA 10.1 n/a Sub-total 34.1 n/a Total 223.1 13.1 Source: Aspen Group 2015 Full Year Results Presentation; APPF Note 1: All non-core properties are classified as held for sale at 30 June 2015 Note 2: Sale of property settled on 15 September 2015 At 30 June 2015, APPF’s investment portfolio consisted of 17 mixed use properties, four resource properties and three non-core properties with a combined carrying value of $223.1 million and weighted average capitalisation rate (WACR) of 13.1%. More specifically, we note:  the mixed use properties include short-stay residents (cabins and sites), annuals and permanent residents, whilst the resources properties cater to both corporate resource clients and contractors as well as short to long-term stays. 43 2015 KPMG Financial Advisory Services (Australia) Pty Ltd is affiliated with KPMG. KPMG is an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. The KPMG name, logo and ‘cutting through complexity’ are registered trademarks or trademarks of KPMG International perseded Draft Disclosure Docum	ent

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ABCD Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015  freehold properties are “free from hold” of any entity besides APPF, granting ownership and use (including sale) into perpetuity, in accordance with the local regulations. Leasehold properties are held under a fixed term agreement, granting the right to use the property for a period of time. Lessors are predominantly local councils and regulatory bodies.  during FY15, APPF acquired the Australiana Holiday Park, the Ballina Lakeside Holiday Park and the Harrington Holiday Park. The Australiana Holiday Park is located in Hervey Bay (Queensland) and comprises 107 sites with a mix of short stay caravan sites and cabins, as well as permanent residents. The announced purchase price of $6.4 million (including transaction costs) represented a yield of 10% (pre-transactions costs). The Ballina Lakeside Holiday Park is located on the NSW north coast and comprises 227 mixed-use sites that features a range of improvements including a water park and mini golf course. The announced purchase price of $17.5 million (including acquisition costs) represented a yield of 10% (pre-transactions costs). The Harrington Holiday Park is located on the north coast of NSW and comprises 321 cabins and caravan accommodation sites. The announced purchase price of $8.4 million (including transaction costs) represented a yield of 12% (pre-transactions costs). The acquisitions are in line with APPF’s strategic objective of increasing the geographic diversity of its portfolio as well as increasing exposure to permanent residential and mixed short-stay properties.  falling commodity prices adversely impacted the level of new construction and maintenance activity in key resource sector regions of Western Australia and South Australia, which resulted in a decline in the trading performance of the resource sector orientated properties as demand for accommodation from users in the resources industry softened. Consequently, the resource property portfolio experienced a decline in value of 40% in FY15.  non-core properties consist of resort style properties focused on providing 100% short-stay accommodation products, including food and beverage services, tour bookings and functions. All three parks are located in the north-west region of Western Australia. During FY15, APPF secured the conditional sale of all three parks. We note that settlement occurred on 15 September 2015. These sales followed the disposal of four accommodation parks in FY14, which generated proceeds of approximately $17.0 million. Financial performance The financial performance of APPF for the years ended 30 June 2014 and 30 June 2015 is summarised below. 44 2015 KPMG Financial Advisory Services (Australia) Pty Ltd is affiliated with KPMG. KPMG is an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. The KPMG name, logo and ‘cutting through complexity’ are registered trademarks or trademarks of KPMG International

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

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Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015 Table 16: Financial performance of APPF For the period ended $ millions 30-Jun-14 30-Jun-15 Income from operations Residential / short stay 14.1 16.1 Resources 7.0 4.4 Non-core assets 4.6 3.8 Total income 25.6 24.2 Operating expenses (5.5) (5.6) Fund management fees (3.1) (2.1) Financial expenses (6.5) (4.9) Depreciation expense (6.3) (6.9) Underlying profit before tax 4.3 4.7 Income tax expense Underlying profit after tax 4.3 4.7 Metrics Income growth (%) (23.3)% (5.4)% Underlying profit margin (%) 16.7% 19.3% Source: APPF Annual Report 2015; Aspen Group 2015 Full Year Results Presentation; APPF Entitlement Offer Presentation Note: Totals may not add due to rounding The decline in total income across FY14 and FY15 is primarily a result of the softer demand for accommodation in the resources sector, as the downturn in commodity prices led to lower levels of maintenance and expansion activities in key resource sector regions of Western Australia and South Australia and subsequent demand for worker accommodation. The four accommodation parks oriented towards the resource sector generated 37% less revenue in FY15 compared to FY14. To counter the resources downturn, APPF implemented several cost and capital management initiatives including reallocating unoccupied cabins from the Pilbara to the Perth Vineyards property. Lower revenues from resource sector orientated properties was partially offset by increased revenues from residential / short stay properties. This was driven by the acquisition of three operating residential / short stay parks during FY15 as well as maturing of capacity enhancing development works completed in FY13. Non-core assets include all accommodation parks classified as held for sale. The decline in income generated by these properties is due to reduced performance. Lower fund management fees in FY15 are a result of a reduction in the asset management fee charged (from 1.5% to 1.0% of gross asset value of APPF) compounded by the falling values of APPF’s properties. 9.5.1 Distributions The following table outlines the distribution metrics of APPF for the years ended 30 June 2014 and 30 June 2015. 45 2015 KPMG Financial Advisory Services (Australia) Pty Ltd is affiliated with KPMG. KPMG is an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. The KPMG name, logo and ‘cutting through complexity’ are registered trademarks or trademarks of KPMG International

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Aspen Group and Aspen Parks Property Fund

Independent Expert’s Report 22 October 2015

22 October 2015 Table 17: Distribution metrics For the period ending 30-Jun-14 30-Jun-15 30-Jun-16 Weighted average number of APPF securities ('000) 162,534 216,555 225,282 Earnings per security (cents) 2.6 2.2 4.6 Distributions per security (cents) 6.5 4.0 4.0[4] Payout ratio (%) 250% 182% 87% Source: APPF Annual Report 2015; Aspen Group 2015 Full Year Results Presentation Note 1: Earnings per security calculated as underlying profit before tax divided by weighted average securities for financial year Note 2: Distributions per security represents the sum of the distributions announced to the market for the financial year Note 3: Payout ratio is calculated as the distributions per security divided by the earnings per security Note 4: Distribution guidance for FY16 The decline in earnings per security from FY14 to FY15 is predominantly a result of the Entitlement Offer conducted in FY14, which resulted in a significant increase in the number of APPF securities on issue. We note that APPF’s distribution policy was changed in FY14 to only pay out distributions that exceed operational cash flow (including operational capex). The distribution guidance for FY16 of 4.0 cents per security suggests APPFs earnings base is expected to consolidate from current levels. Financial position analysis The financial position of APPF as at 30 June 2014 and 30 June 2015 is summarised below. Table 18: Financial position of APPF For the period ended Proforma $ millions 30-Jun-14 30-Jun-15 30-Jun-15 Cash 3.9 1.8 1.8 Property, plant and equipment 177.6 172.9 172.9 Goodwill 10.3 16.3 16.3 Assets held for sale 12.0 34.2 - Other 4.9 2.9 2.8 Total assets 208.6 228.0 193.8 Borrowings 110.2 106.6 73.6 Other 12.2 14.0 13.7 Total liabilities 122.4 120.5 87.3 Net asset value (NAV) 86.2 107.5 106.5 Metrics Total APPF securities on issue ('000s) 162,743 232,636 232,636 NAV per APPF security ($) 0.53 0.46 0.46 Gearing[2] 51.4% 46.3% 37.4% Source: APPF Annual Report 2015; Aspen Group 2015 Full Year Results Presentation Note 1: NAV per APPF security calculated as net assets over the total APPF securities on issue at year end Note 2: Management have calculated gearing as borrowings less cash over total assets less cash APPF’s asset base largely comprises its property portfolio, which are classified as property, plant and equipment (PPE), goodwill on acquisitions and assets held for sale. The slight decline in PPE in FY15 was predominantly driven by several properties being reclassified to assets held for sale, and annual depreciation charges and falling valuations at the four resource sector properties, offset by the acquisition of three properties during FY15.

46

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Aspen Group and Aspen Parks Property Fund Explanatory Memorandum ABCD Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015 Assets held for sale include all non-core assets, as discussed in Section 9.4. The resort style properties of Monkey Mia and Ningaloo Reef, as well as Exmouth Cape were disposed of subsequent to year-end and is reflected in the proforma balance sheet above. The final sale price supported the net carrying value of the properties. We note that proceeds have been used to reduce the borrowings balance. Other assets held by APPF include trade and other receivables and inventories, whilst other liabilities predominantly comprise trade and other payables and employee benefits. The decline in property values in FY14 resulted in APPF being close to its LVR covenant at that time (of 55%). This resulted in APPF announcing in August 2014 its intention to raise a minimum of $39.9 million by way of a fully underwritten (by Aspen Group), pro-rata Entitlement Offer, for the purposes of providing capital to reduce the LVR and fund growth opportunities. Under the offer, securityholders could apply for one new security for every two securities held, at an issue price of $0.49 per security. Take-up under the offer resulted in the issue of 81,371,858 new securities, with Aspen Group increasing its interest from 12.5% to 40.0%. 9.6.1 Debt APPF has a debt facility with Westpac Banking Corporation (WBC) to support the funding of new acquisitions. Key details of the facility are outlined in the table below. Table 19: Debt facilities as at 30 June 2015 Weighted Total Amount Available average cost of facilities drawn facility Maturity debt ($ millions) ($ millions) ($ millions) date (%) WBC debt facility 110,000 107,425 2,575 Sep-17 4.69% WBC overdraft facility 5,000 - 5,000 Sep-17 - Source: APPF Annual Report 2015 This facility was a consequence of a debt restructure in September 2014 to take advantage of prevailing market rates which were at historical lows. It is also in line with APPF’s strategy to provide investors with stable earnings that support the payment of distributions to APPF securityholders. The facility also includes a $5.0 million amount for overdrafts and bank guarantees, of which nil was drawn at 30 June 2015. The facility is secured by first ranking registered real property mortgages over APPFs properties, as well as a fixed and floating charge over APPF. Financial covenant requirements have been stipulated by WBC as part of the conditions of the senior debt facility discussed above. The following table summarises the covenant requirements at 30 June 2015. 47 2015 KPMG Financial Advisory Services (Australia) Pty Ltd is affiliated with KPMG. KPMG is an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. The KPMG name, logo and ‘cutting through complexity’ are registered trademarks or trademarks of KPMG International

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Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015 Table 20: Financial covenants at 30 June 2015 Financial covenant Covenant 30-Jun-15 Loan to value ratio 50.0% or less 47.8% Interest coverage ratio 2.25x or greater 3.33x Source: APPF Annual Report 2015; Aspen Group 2015 Full Year Results Presentation Note 1: LVR is the ratio of APPF’s total principal outstanding under the debt facility over the aggregate value of APPF’s properties Note 2: ICR is calculated at each interim period (31 December and 30 June) and reflects the ratio of the earnings before interest, income, tax, depreciation, amortisation and any other non-cash items to interest expense for the period Compared to Aspen Group, APPF has utilised its debt facility to a greater extent, as evidenced by the smaller headroom over its covenants as at 30 June 2015. The LVR is primarily a result of property acquisitions completed in FY15. As a consequence of the settlement of three non-core assets in September 2015, the LVR has reduced to 37.4%. APPF is also required to hedge a minimum of 50% of its floating rate debt exposure in accordance with the conditions of the facility. In doing so, APPF has entered into interest rate swaps of $90.0 million (84% of its drawn debt exposure) as at 30 June 2015 with a weighted average interest rate of 3.19% per annum and a weighted average term to maturity of 3.5 years. Details of APPFs interest rate swaps are provided in the table below. Table 21: Interest rate swaps Notional contract Weighted average Weighted average amount Type of contract maturity term interest rate ($ millions) 30-Jun-14 1.4 3.37% 108.7 30-Jun-15 3.5 3.19% 90.0 Source: APPF Annual Report 2015, APPF Annual Report 2014 Equity structure As at 31 August 2015, APPF had 232,636,715 unlisted stapled securities on issue. Holders of fully paid stapled securities are entitled to receive distributions and are entitled to one vote per stapled security at securityholder meetings. Aspen Group is the only substantial securityholder in APPF. Combined with minority interests held by related parties, Aspen Group has a 42% interest in APPF. The composition of the top 10 securityholders comprises only of institutional investors and related parties, whom collectively hold 58.6% of the APPF stapled securities on issue.

The table below illustrates the distribution of APPF securities based on the size of holding.

48 2015 KPMG Financial Advisory Services (Australia) Pty Ltd is affiliated with KPMG. KPMG is an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. The KPMG name, logo and ‘cutting through complexity’ are registered trademarks or trademarks of KPMG International

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

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Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015 Table 22: Securityholder distribution at 31 August 2015 Number of Number of stapled Percentage of securityholders APPF securities held issued capital 1 - 1000 - - 0.0% 1,001 - 5,000 120 482,759 0.2% 5,001 - 10,000 640 5,040,939 2.2% 10,001 - 100,000 2,152 62,399,407 27.0% 100,001 and over 141 164,713,610 70.6% Total APPF securities on issue 3,052 232,636,715 100.0% Source: APPF

Mar-13 May-14

Most securityholders in APPF are retail investors that have been referred through financial advisory channels.

9.7.1 Directors’ interests

As at 30 June 2015, Mr. Frank Zipfinger was the only director with an equity interest in APPF. He held 50,529 securities, or 0.02% of issued capital.

9.7.2 Withdrawal offers APPF’s current policy is to undertake a Withdrawal Offer at least annually. In addition, a Hardship Facility is offered by Aspen Group on a case by case basis to applicants who can demonstrate hardship, generally relating to severe health or financial reasons.

The table below summarises the key metrics of recent withdrawal offers conducted by APPF.

	Su	Table 23: Recent withdrawal offer metrics
		Withdrawal offer date Mar-13 May-14 Nov-14
		No. of securities on issue prior to withdraw offer (millions) 188.0 162.7 244.1 Amount applied Value ($ millions) 11.7 12.9 18.6 No. of securities (millions) 9.9 22.7 35.5 Percentage of issued securities (%) 5.3% 13.9% 14.6% Amount withdrawn Value ($ millions) 11.7 1.5 6.0 No. of securities (millions) 9.9 2.6 11.5 Pro rata (%) 100.0% 11.4% 32.3% Percentage of issued securities (%) 6.2% 0.9% 2.5% NAV per security ($) 1.1846 0.5729 0.5253 Redeemedpriceper security ($) 1.1787 0.5700 0.5227 rseded D
		Impliedpremium/(discount) to NAV(%) (0.5)% (0.5)% (0.5)%
		Source: APPF APPF’s policy is to price withdrawal offers at a 0.5% discount to NAV. The last two withdrawal offers in May 2014 and November 2014 were over-subscribed, with the final amounts withdrawn pro-rated to only 11.4% and 32.3% of the amounts applied for by securityholders, reflecting the capital constraints of APPF. In particular, the withdrawal offer conducted in May 2014 related to a liquidity facility offered by Aspen Group and involved the pe

APPF’s policy is to price withdrawal offers at a 0.5% discount to NAV. The last two withdrawal offers in May 2014 and November 2014 were over-subscribed, with the final amounts withdrawn pro-rated to only 11.4% and 32.3% of the amounts applied for by securityholders, reflecting the capital constraints of APPF. In particular, the withdrawal offer conducted in May 2014 related to a liquidity facility offered by Aspen Group and involved the transfer of APPF securities to Aspen Group, rather than being cash funded by APPF.

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Su	Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015 10 The Merged Group Business overview The Merged Group will be a leading specialist owner, manager and developer of value for money accommodation, with a geographically diverse portfolio located across Australia, supported by a fully integrated management platform. The combined portfolio of 26 properties, comprising over 5,000 sites and valued at $250 million, will make the Merged Group one of the largest accommodation park owner-operators in Australia. In terms of accommodation sites, the Merged Group will be one of the largest listed groups in the value-for money accommodation sector. A summary of the Merged Group’s asset portfolio is set out below. Table 24: Merged Group's asset portfolio At 30 June 2015 Aspen Group APPF Merged Group Total number of accommodation properties2 5 21 26 Total number of accommodation sites2 672 4,673 5,345 Portfolio value ($ millions) 61 189 250 NAV per securityholder 1.26 0.46 1.19 Portfolio weighted average capitalisation rate (%) 11.4% 13.1% 12.7% Gearing (deconsolidated)1 8.4% 46.3% n/a Gearing (consolidated)1 35.1% n/a 39.2% Management fee(per annum ofgross asset value) n/a 1.0% n/a Source: Aspen Group Merger Presentation Note 1: Management have calculated gearing as debt less cash over total assets less cash Note 2: Includes the Tomago Van Village and Adelaide Caravan Park, acquired by Aspen Group in August 2015 and October 2015 respectively Illustrated in the figures below is the Merged Group’s investment property portfolio split by product type and geography at 30 June 2015. Figure 6: Merged Group’s investment property portfolio split by product type and geography Source: Aspen Group Merger Presentation Further details on each of the properties held by Aspen Group and APPF are set out in Sections 8.3 and 9.4 respectively. 50 2015 KPMG Financial Advisory Services (Australia) Pty Ltd is affiliated with KPMG. KPMG is an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. The KPMG name, logo and ‘cutting through complexity’ are registered trademarks or trademarks of KPMG International perseded Draft Disclosure Document

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

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Aspen Group and Aspen Parks Property Fund
Independent Expert’s Report
22 October 2015
Corporate structure
The Merged Group will be a quadrupled stapled structure, whereby AFML will continue to be
the responsible entity of APT and APPT and oversee the property management activities of the
Merged Group’s property portfolios. The structure of the Merged Group is detailed below.
Figure 7: Merged Group’s organisational structure
APZ securityholders and other
APPF securityholders
100%
Stapled
APT AGL APPML APPT
100%
AFML
Responsible entity Responsible entity
Source: Aspen Group Merger Presentation
Senior management and Board
Except for the departure of Mr Reg Gillard (director of APPF), the existing senior management
team and board members from Aspen Group and APPF are expected to continue as the senior
management and board for the Merged Group. We understand no additional management
resources are required to manage the enlarged portfolio of the Merged Group.
Financial performance
The table below reflects the proforma profit and loss for the Merged Group for the 12 months
ended 30 June 2015 prepared by management based on the standalone financial performance of
Aspen Group as outlined in Sections 8.5 and 9.5 respectively. Also included in the table is
management’s guidance for the 12 months ended 30 June 2016.
51
2015 KPMG Financial Advisory Services (Australia) Pty Ltd is affiliated with KPMG. KPMG is an Australian partnership and a member firm of the KPMG network of
independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. The KPMG name, logo and ‘cutting through complexity’
are registered trademarks or trademarks of KPMG International
Superseded Draft Disclosure Document
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Aspen Group and Aspen Parks Property Fund
Independent Expert’s Report
22 October 2015
Table 25: Proforma financial performance
FY16 Merged Group
For the period ending proforma
FY15
Aspen Merged
Group Group Full uptake 100% Scrip
$ millions Deconsol. APPF Adj. proforma Cash Option Option
Income from operations
Accommodation
Aspen Group properties 5.9 -
APPF properties - 20.5
APPF management fees / equity 4.1 -
Non-core - commercial, development 6.8 3.8
Total income 16.8 24.3 (4.8) 36.3 37.4
Operating expenses (7.4) (5.6) 0.7 (12.3) (10.7)
Funds management fees - (2.1) 2.1 - -
Financial expenses (1.3) (4.9) 0.1 (6.1) (4.9)
Depreciation expense - (6.9) - (6.9) (5.3)
Underlying profit before tax 8.1 4.7 (1.8) 11.0 16.4
Income tax expense - - - - -
Underlying profit after tax 8.1 4.7 (1.8) 11.0 16.4 17.1
Metrics
Underlying profit (NPAT) margin 48% 19% 30% 44%
Earnings per share (cents) [1] 7.1 2.2 8.6 12.9 12.0
Dividends per share (cents) 9.0 4.0 12.0 12.0
Payout ratio (%) 128% 184% 93% 100%
Source: Aspen Group FY15 Results Presentation, Aspen Group Merger Presentation, Explanatory Memorandum
Note 1: Earnings per share calculated as underlying profit after tax divided by weighted average securities for the financial year.
Weighted average number of securities for 100% Scrip Option is based on non-annualised number of securities
The Merged Group proforma financial performance has been prepared by management
assuming the continuation of the current business trading environment, with no material change
to business conditions. In particular, we note the following key adjustments:
• total income for FY15 reduced driven predominately from elimination of equity accounted
income from APPF. This also led to the elimination of management fees as APPF is
internalised
• the Merged Group proforma consolidated earnings forecast for FY16 assumes the Proposed
Merger has been implemented on 15 December 2015. The proforma reflects administrative
cost savings of $0.9 million ($1.7 million on an annualised basis) which are expected to
arise from the Proposed Merger
• under full uptake of the Cash Option, FY16 earnings guidance of 12.9 cents per security has
been calculated with reference to underlying profit attributable to the Merged Group
securityholders of $16.4 million, (post non-controlling interests) and the weighted number
of stapled securities outstanding post the Proposed Merger of 127.9 million
• under full Scrip Option, FY16 earnings guidance of 12.0 cents per security has been
calculated with reference to underlying profit attributable to Aspen Group securityholders of
$17.1 million, (post non-controlling interests) and the weighted number of stapled securities
52
2015 KPMG Financial Advisory Services (Australia) Pty Ltd is affiliated with KPMG. KPMG is an Australian partnership and a member firm of the KPMG network of
independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. The KPMG name, logo and ‘cutting through complexity’
are registered trademarks or trademarks of KPMG International
Superseded Draft Disclosure Document
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Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

	Su	Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015 ABCD outstanding post the Proposed Merger of 142.5 million23. This earnings per security guidance is based on synergies post the Proposed Merger, rather than for the full financial year. Financial position The table below outlines the proforma financial position of the Merged Group as at 30 June 2015, prepared by management based on the standalone positions of Aspen Group and APPF as at 30 June 2015 as outlined in Sections 8.6 and 9.6 respectively. Table 26: Proforma financial position For theperiod ended 30 June 2015 Aspen Merged Group proforma $ millions Group Deconsol. APPF Adj. Full uptake Cash Option 100% Scrip Option Cash 21.5 1.8 (17.3) 6.0 Property, plant and equipment 39.6 172.9 16.9 229.4 Goodwill 1.6 16.3 (5.9) 12.0 Assets held for sale 74.3 34.2 (72.0) 36.5 Investment properties / equity investment 45.1 - (45.1) 0.0 Other 6.0 2.9 (0.1) 8.8 Total assets 188.0 228.0 (123.3) 292.7 Non-current interest bearing liabilities 35.1 106.6 (20.8) 120.9 Subsidiary liabilities held for sale 0.6 - 0.0 0.6 Other 9.9 14.0 (8.7) 15.2 Total liabilities 45.6 120.5 (29.4) 136.7 Net asset value (100%) 142.5 107.5 (93.9) 156.1 189.8 Metrics Total units on issue ('000s) 113,161 232,636 26,139 139,300 165,281 NAV per unit ($)1 1.26 0.46 1.19 1.20 Gearing2 8.4% 46.3% 38.8% 27.4% Source: Aspen Group FY15 Results Presentation, Aspen Group Merger Presentation Note 1: NAV per security for the Merged Group has been based on net assets shown plus capitalised acquisition costs of $3.1 million and unrecognised goodwill of $6.0 million Note 2: Management have calculated gearing as borrowings less cash over total assets less cash The Merged Group proforma balance sheet has been prepared on the basis of a full uptake of the Cash Option. In addition, the proforma balance sheet has been prepared assuming the continuation of the current business trading environment, with no material change to business conditions. In particular, we note the following key adjustments: • the reduction in cash of $17.3 million is associated with Aspen Group’s announced purchase of two sites located at Tomago and Adelaide. The purchase of these assets corresponds to the increase in property, plant and equipment in the Merged Group. Details around these acquisitions are set out in Section 8.3. Reduction in assets held for sale of $72.0 million relates to the settlement of various Aspen Group and APPF assets post 30 June 2015, including: 23Non-annualised basis 53 2015 KPMG Financial Advisory Services (Australia) Pty Ltd is affiliated with KPMG. KPMG is an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. The KPMG name, logo and ‘cutting through complexity’ are registered trademarks or trademarks of KPMG International perseded Draft Disclosure Docum	ent

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Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015

• 22 October 2015

• • APPF’s Monkey Mia Dolphin Resort, Ningaloo Reef Resort and Exmouth Cape short stay park for net proceeds of $33.7 million, with settlement completed in September 2015

• • a vacant portion of Aspen Group’s Spearwood North property was conditionally sold in April 2015 for $35.0 million, with settlement completed in August 2015

• • Aspen Group’s Upper Swan property for net proceeds of $3.2 million, with settlement completed in August 2015

• elimination of Aspen Group’s 42% interest in APPF carried at $45.1 million as at 30 June 2015. the amount of cash used under the Cash Option is assumed to be fully drawn to the capped amount of $35 million and funded by debt. Under this assumption, an additional 26.139 million shares will be issued in the Merged Group, resulting in the total number of shares outstanding post the Proposed Merger at 139.3 million net movements in borrowings of $20.8 million is the net repayment of debt from asset sales and the debt drawdown required to satisfy the payment of the Cash Option

• APPF’s Monkey Mia Dolphin Resort, Ningaloo Reef Resort and Exmouth Cape short stay park for net proceeds of $33.7 million, with settlement completed in September 2015

• a vacant portion of Aspen Group’s Spearwood North property was conditionally sold in April 2015 for $35.0 million, with settlement completed in August 2015

• elimination of Aspen Group’s 42% interest in APPF carried at $45.1 million as at 30 June 2015.

• • the amount of cash used under the Cash Option is assumed to be fully drawn to the capped amount of $35 million and funded by debt. Under this assumption, an additional 26.139 million shares will be issued in the Merged Group, resulting in the total number of shares outstanding post the Proposed Merger at 139.3 million

• • net movements in borrowings of $20.8 million is the net repayment of debt from asset sales and the debt drawdown required to satisfy the payment of the Cash Option

• • the increase in gearing from Aspen Group’s deconsolidated level of 8.4% at 30 June 2015 (proforma of 1.7%) to between 27% (100% Scrip Option) and 39% (full cash uptake) for the Merged Group is a consequence of the elimination of Aspen Group’s equity investment in APPF, APPF’s higher gearing level (46%) and the use of debt to fund the Cash Option

• • adjustments to other liabilities predominately comprise of the payment of 2H15 declared distributions of 4.5 cents per share ($5.1 million) and break and reset fees associated with interest rate swaps for both Aspen Group and APPF ($1.8 million)

• • in addition, we included the Merged Group proforma balance sheet on a full Scrip Option basis, whereby the Merged Group NAV would amount to $1.20 per security.

• Impact on earnings and distributions The table below details the estimated impact on earnings and distributions of Aspen Group and APPF securityholders as part of the Merged Group.

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Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

	Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015 ABCD Table 27: Aspen Group and APPF distributions guidance relative to equivalent in Merged Group Centsper security unless otherwise stated Aspen Group APPF Full Uptake 100% Full Uptake 100% Cash Option Scrip Option Cash Option Scrip Option FY16 Individual company earnings guidance 8.4 8.4 4.6 4.6 Merged Group proforma 12.9 12.0 12.9 12.0 Merger Ratio 1.0 1.0 0.386 0.386 Individual companyequivalent 12.9 12.0 5.0 4.6 Accretion / (dilution) to earnings guidance 4.5 3.6 0.4 0.0 Accretion /(dilution)to earningsguidance(%) 54% 44% 8% - Individual company distributions guidance 9.4 9.4 4.0 4.0 Merged Group proforma 12.0 12.0 12.0 12.0 Merger Ratio 1.0 1.0 0.386 0.386 Individual companyequivalent 12.0 12.0 4.6 4.6 Accretion / (dilution) to distributions guidance 2.6 2.6 0.6 0.6 Accretion /(dilution)to distributionsguidance(%) 28% 28% 16% 16% Source: Aspen Group, KPMG Corporate Finance Analysis The proforma distributions guidance have been prepared by management assuming no material changes in business conditions. Given distributions are a function of the payout ratio selected by the responsible entity, distributions should also be considered in light of underlying earnings performance. As previously noted in Section 10.6, FY16 earnings guidance of 12.9 cents has been calculated based on the number of shares post the Proposed Merger of 139.3 million, which assumes full uptake of the Cash Option. FY16 earnings guidance represents an accretion of 54% to Aspen Group’s FY16 earnings guidance and 8% to APPF’s FY16 earnings guidance. Under the 100% Scrip Option, the Proposed Merger is still earnings accretive to Aspen Group securityholders (27%), but earnings neutral for APPF securityholders. Despite the earnings neutral impact for APPF, we note APPF benefits from the lower stay-in-business capex of Aspen Group (given its lower exposure to short-stay accommodation) which flows through to a higher distribution per security payable under the Merged Group. Based on the FY16 distributions guidance, the payout ratio is between 93% and 100% for FY16 on a full cash uptake and full scrip basis respectively. The full year impact of synergies would reduce the payout ratio to below 100% in FY17. The reduction in payout ratio compared to Aspen Group’s historical figures is due to restructuring and transaction costs associated with the Proposed Merger. Distribution guidance is based on estimated synergies of $1.7 million per annum in corporate overheads and interest expense savings of $0.7 million per annum. Should these cost savings not materialise post the Proposed Merger, the extent of the estimated accretion on distributions described above may be overestimated. Management expects the Proposed Merger will have a positive impact on distributions. In particular, we note: Superseded Draft Disclosure Docum	ent
	55 2015 KPMG Financial Advisory Services (Australia) Pty Ltd is affiliated with KPMG. KPMG is an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. The KPMG name, logo and ‘cutting through complexity’ are registered trademarks or trademarks of KPMG International

2015 KPMG Financial Advisory Services (Australia) Pty Ltd is affiliated with KPMG. KPMG is an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. The KPMG name, logo and ‘cutting through complexity’ are registered trademarks or trademarks of KPMG International

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ABCD Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015 • forecast FY16 proforma distribution of 12.0 cents per security (on a full year basis)[[24]] for each Merged Group security represents an accretion of 28% over current FY16 distribution guidance to Aspen Group securityholders and reflects a 9.8% yield on Aspen Group’s closing share price on 11 September 2015 of $1.225

• forecast FY16 proforma distribution of 12.0 cents per security (on a full year basis)[[24]] for each Merged Group security represents an accretion of 28% over current FY16 distribution guidance to Aspen Group securityholders and reflects a 9.8% yield on Aspen Group’s closing share price on 11 September 2015 of $1.225 • for APPF securityholders who elect to retain their Merged Group securities, the FY16 proforma distribution guidance represents an accretion of 16% over current APPF distributions. Change in risk profile Aspen Group securityholders and APPF securityholders are currently subject to a set of risks associated with the underlying assets and operations of Aspen Group and APPF securityholders respectively. Should the Proposed Merger proceed, there will be a change in the risks to which Aspen Group securityholders and APPF securityholders are currently exposed to. Specifically, for Aspen Group securityholders: • there will be increased exposure to accommodation assets, including the completion of the strategic goal of Aspen Group to focus on “value for money” accommodation • there will be an increase in the gearing level of Aspen Group[25] given the current gearing level of APPF which is higher than Aspen Group. For APPF securityholders: • they will benefit from the increased liquidity of their investment as a consequence of holding Merged Group securities which are listed and tradable on the ASX. On the other hand, there will be increased risk associated with the price volatility of their investment, especially in light of the impact that sentiment has on the market value of their investment relative to intrinsic value • there will be reduced agency risk as the management of APPF would effectively be internalised and the interests of AFML and APPF would be more closely aligned. On the other hand, APPF would be exposed to any unforeseen increase in management costs which may not otherwise apply in the current situation given the typically capped nature of external management agreements • they will have increased exposure to non-core assets (particularly Spearwood) and the risks relating to the divestment of this asset • they will benefit from the lower gearing of the Merged Group, as well as increased distributions on a per APPF security basis. 24 Based on 2H16 distribution forecast of 6.0 cents per Merged Group security. 25 Aspen Group deconsolidated gearing of approximately 8.4% will increase to between 27% (full scrip) and 39% (full cash uptake) post the Proposed Merger. Management have calculated gearing as borrowings less cash over total assets less cash. 56 2015 KPMG Financial Advisory Services (Australia) Pty Ltd is affiliated with KPMG. KPMG is an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. The KPMG name, logo and ‘cutting through complexity’ are registered trademarks or trademarks of KPMG International

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

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Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015 Collectively, Aspen Group securityholders and APPF securityholders will benefit from the lower risk of the enlarged Merged Group (relative to either Aspen Group or APPF) owing to its larger and more diversified operations, lower cost base via the potential for synergies, and an improved ability to access capital markets and capitalise on industry wide dynamics such as consolidation. 57 2015 KPMG Financial Advisory Services (Australia) Pty Ltd is affiliated with KPMG. KPMG is an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. The KPMG name, logo and ‘cutting through complexity’ are registered trademarks or trademarks of KPMG International

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ABCD Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015 11 Evaluation of Proposed Merger In order to evaluate whether the Proposed Merger is fair, it is necessary to compare the consideration offered under the Scrip and Cash Options to the value of the APPF securities to be acquired. As we are reporting to both Aspen Group and APPF securityholders, we have considered this from their relevant perspectives: • Aspen Group securityholders . Under the Scrip Option, Aspen Group is paying APPF securityholders with Merged Group securities. Under the AGL Scheme, Aspen Group securityholders receive one Merged Group security for each Aspen Group security held. To remove the effect of APPF’s contribution to the pricing of Merged Group securities, we assessed the value of Merged Group securities on a pre-deal basis, with reference to the predeal trading price and NAV of Aspen Group securities. • APPF securityholders . Under the Scrip Option, APPF securityholders will receive Merged Group securities on a post-deal basis. On this basis, we have estimated the fair value of a Merged Group security having regard to the operating metrics of the Merged Group. Outlined in the remainder of this section is the assessed fair value of an APPF security, the consideration paid by Aspen Group to APPF, and the consideration received by APPF securityholders. Valuation methodologies Our valuation has been prepared on the basis of 'market value'. The generally accepted definition of market value (and that applied by us in forming our opinion) is the value agreed in a hypothetical transaction between a willing, but not anxious buyer and a willing, but not anxious seller, acting at arm’s length and with knowledge of all relevant operational and financial information. Market value excludes ‘special value’, which is the value over and above market value that a particular buyer, who can achieve synergistic or other benefits from the acquisition, may be prepared to pay. Market value is commonly derived by applying one or more of the following valuation methodologies:  the capitalisation of a sustainable level of earnings (Capitalised Earnings)  the discounting of expected future cash flows (DCF)  the estimation of the net proceeds from an orderly realisation of assets (Net Assets)  trading prices for the company’s securities on the ASX. These methodologies are discussed in greater detail in Appendix 4. Ultimately, the methodology adopted is dependent on the nature of the underlying business and the availability of suitably robust information. A secondary methodology is typically adopted as a cross-check to ensure reasonableness of outcome, with the valuation outcome ultimately being a judgement derived through an iterative process.

2015 KPMG Financial Advisory Services (Australia) Pty Ltd is affiliated with KPMG. KPMG is an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. The KPMG name, logo and ‘cutting through complexity’ are registered trademarks or trademarks of KPMG International

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Su

Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015 ABCD Where a company is listed and liquid, the trading price typically reflects the market’s prevailing view of the fair value of a minority interest, as is therefore the first point of reference. For profitable businesses, methodologies such as capitalised earnings and DCF are commonly used as they reflect ‘going concern’ values which typically incorporate some element of goodwill over and above the value of the underlying assets. For businesses that are either non- profitable, non-tradeable or asset rich, net realisable value is typically adopted as there tends to be minimal goodwill, if any. Valuation of an APPF security Since Aspen Group is acquiring 58% of APPF, it is obtaining control of APPF and therefore we have valued an APPF security on a standalone, control basis. We have assessed the value of an APPF security on an adjusted NTA basis to be in the order of $0.44, as set out in the table below. Table 28: APPF net tangible assets $ millions Section Ref. APPF Proforma Cash 9.6 1.8 Investment properties1 9.4 189.0 Other assets 9.6 2.8 Total assets A 193.6 Borrowings 9.6 73.6 Other liabilities 9.6 13.7 Total liabilities B 87.3 Net tangible assets C=A-B 106.3 Less: capitalised overhead costs 11.2 D (3.0) Adjusted net tangible assets E=C-D 103.3 Securities on issue(million) 11.2 F 232.6 Adjusted NTA / security ($) G=E/F 0.44 Sources: KPMG Corporate Finance Analysis, Management Note 1: Carrying value of investment properties totalled $189.0 million and comprise of residential and short stay properties of $169.1 million and resource properties of $19.9 million Our valuation of an APPF security is based on the net assets methodology. REITs, particularly those which passively hold portfolios of properties, are commonly valued with reference to net asset values. This methodology is preferred for APPF as its value lies in its underlying properties and not the ongoing operations of the fund. The net assets methodology requires a valuer to determine the market value of the assets and liabilities at the valuation date, before deducting an allowance for corporate costs incurred to manage the portfolio. This approach represents the market value of the underlying assets, which is different to the net proceeds derived on a winding up of an entity (where CGT and other wind-up costs may apply). For the purpose of this assessment, we have relied upon APPF’s proforma balance sheet at 30 June 2015, as outlined in more detail in Section 9.6. In this regard, we note the principal proforma adjustment has been to reflect recent asset sales. Under a net assets methodology, a premium can be added to reflect the value of intangible assets not recorded on the balance sheet. In this respect however, we do not consider there to be any material intangible assets or perseded Draft Disclosure Docum

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59 2015 KPMG Financial Advisory Services (Australia) Pty Ltd is affiliated with KPMG. KPMG is an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. The KPMG name, logo and ‘cutting through complexity’ are registered trademarks or trademarks of KPMG International

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ABCD
Aspen Group and Aspen Parks Property Fund
Independent Expert’s Report
22 October 2015
premium applicable to APPF given the passive nature of the business and the limited
development potential having regard to its capital constraints.
Investment properties
The net asset value of APPF is largely dependent on the value of the underlying property
portfolio. On a proforma basis, at 30 June 2015, APPF’s property portfolio was valued at $189
million [26] , representing 98% of total assets. The carrying value takes into account the latest
independent valuations, performed during FY15 and any subsequent property specific
overheads incurred post the valuation date.
We understand the independent property valuations are generally prepared every three years,
and consider several factors such as projected rental and occupancy rates, property operating
expenses, capital expenditure and interest rates, changes in tenants, changes in competitors,
changes in operating costs and any significant adverse changes in legal factors or business
climate. In determining the fair value, property valuers typically use a number of methodologies
including the capitalisation of net income method, the discounted cash flow method and direct
comparison to determine individual property values.
KPMG Corporate Finance has relied on the independent valuations conducted by third party
valuers for the purposes of this report, and did not undertake its own valuations of the
properties. KPMG Corporate Finance has undertaken a review of the independent valuations for
APPF and has concluded that:
• the property valuers were independent of APPF
• the engagement instructions were appropriate and did not limit the scope of the valuations
• the property valuations were completed by reputable valuation companies and by valuers
who have the appropriate qualifications in accordance with the standards of the Australian
Property Institute
• the valuation methods used appear to be consistent with those generally applied in the
industry, with the valuation conclusions selected having regard to the results of each
methodology.
We note our review does not imply that the valuations have been subject to any form of audit or
due diligence. In addition, we note that the valuations:
• assume that the properties are sold on an individual basis (and not sold in one line)
• the property valuations incorporate property management fees in relation to each property
net of the recovery of these costs from visitors and tenants
• allow for selling costs, in accordance with normal property valuation methodology.
26 Excluding non-core assets
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2015 KPMG Financial Advisory Services (Australia) Pty Ltd is affiliated with KPMG. KPMG is an Australian partnership and a member firm of the KPMG network of
independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. The KPMG name, logo and ‘cutting through complexity’
are registered trademarks or trademarks of KPMG International
Superseded Draft Disclosure Document
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Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

ABCD

Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015 As the carrying value is based on independent valuations, including property specific costs subsequent to the valuation date, we have utilised the carrying value for the purposes of the calculation of the adjusted APPF NTA. Other assets and liabilities As at 30 June 2015, interest bearing liabilities were carried at amortised cost and KPMG Corporate Finance considers such values reasonable for the purpose of assessing the adjusted NTA for APPF. As previously discussed in Section 9.6, total interest bearing liabilities reflects the latest repayment post the successful divestment of held for sale assets. Other assets and liabilities have been recorded at face value and KPMG Corporate Finance considers such values reasonable for the purpose of assessing the net assets of APPF. Capitalised overhead costs APPF incur ongoing corporate overhead costs which include:

APPF incur ongoing corporate overhead costs which include: • responsible entity / management fees • corporate overheads in relation to administrative fees, professional fees and insurance. The independent property valuations only reflect costs associated with the management of the properties and do not reflect any corporate overheads. We therefore consider it appropriate to adjust the APPF NTA by deducting the capitalised value of incremental compliance costs to be incurred by Aspen Group in managing the APPF portfolio. We have capitalised these selected costs at a multiple of 8 times, which is consistent with the multiples typically applied for costs of this nature in the context of A-REITs, and consistent with multiples applied in other independent expert reports involving A-REITS. Number of securities on issue As at 31 August 2015, APPF had 232.6 million securities on issue, which we divided into the adjusted NTA of APPF to derive the value of an APPF security on this basis. 11.2.1 Cross check As a cross check to our primary net assets methodology, we have applied a capitalisation of earnings method with reference to the implied EBITDA multiples and distribution yields of our valuation and compared them to those of the comparable listed companies. Outlined in the table below are the implied EBITDA multiple and distribution yields of our valuation of APPF.

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Su	pers	Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015 ABCD Table 29: APPF implied multiples cross check Implied metrics Section Ref. APPF Equity value 11.2 A 103.3 Net debt1 9.6 B 71.8 Enterprise value C=A+B 175.1 FY15 EBITDA2 9.5 D 16.5 FY15 EBITDA multiple E=C/D 10.6x FY16 distributions guidance ($/security) 9.5.1 F 0.040 Adjusted NTA / security ($) 11.2 G 0.44 FY16 distributions yield (guidance) H=F/G 9.0% Sources: KPMG Corporate Finance Analysis Note 1: Net debt comprises $73.6 million in debt, less $1.8 million in cash Note 2: FY15 EBITDA calculated as $4.7 million in underlying profit before tax plus $6.9 million in depreciation and $4.9 million in finance expenses These metrics were compared to those of comparable companies, as summarised in the table below. Table 30: Comparable company metrics Comparable companies Enterprise value ($ millions) EBITDA multiple (LTM) Dividend Yield (FY16) Accommodation REITS Ingenia Communities Group 605 36.8x 4.1% Alternative/other REITS Folkestone Education Trust 711 16.5x 6.3% Arena REIT 489 17.5x 6.7% Hotel Property Investments Ltd 624 17.9x 7.1% National Storage REIT 1,070 26.8x 5.7% Total Mean 23.1x 6.0% Total Median 17.9x 6.3% Sources: Capital IQ Our assessed value of APPF on an adjusted NTA basis of $103.3 million implies a FY15 EBITDA multiple of 10.6 times and a 9.0% forecast yield based on FY16 distribution guidance. The implied EBITDA multiple is significantly below that of the comparable companies, whilst its implied yield is well above. This is not unreasonable considering APPF’s smaller scale, constrained growth and unlisted status, characteristics of which are consistent with lower valuation metrics typically observed for such companies. However, we note that in the current market, we consider the fair value of APPF exceeds both the adjusted NTA and proforma NAV for the following reasons: 62 2015 KPMG Financial Advisory Services (Australia) Pty Ltd is affiliated with KPMG. KPMG is an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. The KPMG name, logo and ‘cutting through complexity’ are registered trademarks or trademarks of KPMG International eded Draft Disclosure Document

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum ABCD Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015 • recent transactions of passive A-REITs[27] have occurred in the range of 1.1% to 16.1% over reported NTA (refer Appendix 4), with the more recent transactions occurring at the upper end of the range • comparable A-REITs are currently trading at premia of circa 20% to reported NTA (refer Appendix 4) • the Discovery Proposal, notwithstanding it is for a non-controlling position, is priced at a 20% premium to APPF’s proforma NAV • there are $1.7 million in synergistic benefits that are expected to be achieved from the Proposed Merger of which are not reflected in our assessment of adjusted NTA and are largely available to acquirers of APPF. As these are largely cost-based synergies, we consider there to be a high degree of certainty that they will be achieved. Assessment of consideration paid (from Aspen Group securityholder perspective) As mentioned earlier, under the Scrip Option, Aspen Group securityholders are paying APPF securityholders with Merged Group securities. Under the AGL Scheme, Aspen Group securityholders will receive one Merged Group security for each Aspen Group security held. To remove the effect of APPF’s contribution to the pricing of Merged Group securities, we assessed the value of Merged Group securities on a pre-deal basis, with reference to the pre-deal trading price and adjusted NTA of Aspen Group securities. We have assessed the fair value of an Aspen Group security on a pre-deal basis to be in the range of $1.20 to $1.25 (refer Sections 11.3.1 and 11.3.2), which implies a consideration paid in the order of $0.46 to $0.50 per APPF security, as outlined in the table below. 27 Passive A-REITs are considered to have minimal property development activities. Recent transactions since December 2013 comprise Folkestone Social Infrastructure, Mirvac Industrial Trust, Challenger Diversified Property Group and Commonwealth Property Office Fund

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ABCD
Aspen Group and Aspen Parks Property Fund
Independent Expert’s Report
22 October 2015
Table 31: Assessment of the consideration offered
$1.20 $1.25
Full Full
Section 100% Uptake 100% Uptake
Ref. Scrip Cash Scrip Cash
Aspen Group security (minority basis) 11.3.3 A 1.20 1.20 1.25 1.25
Merger Ratio B 0.386 0.386 0.386 0.386
Implied price per APPF security C=AxB 0.46 0.46 0.48 0.48
Cash (% of total consideration) [24] 0.0% 49.8% 0.0% 49.8%
Scrip (% of total consideration) 100.0% 50.2% 100.0% 50.2%
Cash Consideration D 0.00 0.26 0.00 0.26
Scrip Consideration E 0.46 0.23 0.48 0.24
Total Consideration F=D+E 0.46 0.49 0.48 0.50
Source: KPMG Corporate Finance Analysis
The calculation has been based on the following assumptions:
• we assessed the fair value of an Aspen Group security of $1.20 to $1.25 having regard to the
prevailing traded price and adjusted NTA prior to announcement of the Proposed Merger, as
outlined in Sections 11.3.1 and 11.3.2 respectively
• based on a Merger Ratio of 0.386, our selected value per Aspen Group security implies a
consideration of $0.46 to $0.48 per APPF security under the Scrip Option
• the percentage of APPF securities (excluding those held by Aspen Group) which elect the
Cash Option ranges between 0% (full scrip) to 49.8% (full cash uptake) [28] . This translates to
a cash consideration of between nil and $0.26 per APPF security
• the percentage of securities exchanged for scrip comprises those not exchanged for cash,
and translates to a scrip consideration of between $0.23 to $0.48 per APPF security
• based on our selected price of $1.20 to $1.25 per Aspen Group security, the total
consideration offered under the APPML Scheme is a summation of the cash and scrip
components and ranges between $0.46 and $0.50 per APPF security.
11.3.1 Analysis of trading price of Aspen Group securities
Given Aspen Group is a listed entity, we considered the trading price of Aspen Group securities
as one of our valuation methodologies. In the absence of unusual circumstances and other
factors, a security price provides an objective measure of the value of a minority interest in a
company where the securities are liquid. In this regard, we note the following in relation to the
recent security price performance of Aspen Group prior to announcement:
28 Under the full cash uptake scenario, the number of securities acquired by cash is 67.3 million, equating to the cap
of $35 million divided by $0.52 per security. This translates to 49.8% of the APPF securities not held by Aspen
Group
Superseded Draft Disclosure Document
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Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

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ABCD
Aspen Group and Aspen Parks Property Fund
Independent Expert’s Report
22 October 2015
• trading in Aspen Group securities was relatively illiquid, with the security price having
traded in a narrow range for some time prior to the announcement of the Proposed Merger,
as illustrated in the VWAP table below
Table 32: VWAP analysis
Closing price Closing price Price Cumulative Cumulative % of
Period (low) (high) VWAP value volume issued
($) ($) ($) ($ millions) (millions) capital
Pre-announcement (up to 11 September 2015)
10 day 1.20 1.28 1.23 0.6 0.5 0.5
1 month 1.20 1.36 1.27 1.4 1.1 0.9
3 months 1.20 1.37 1.31 3.5 2.7 2.4
6 months 1.20 1.37 1.29 10.9 8.5 7.5
Source: Capital IQ, KPMG Corporate Finance analysis
• the Aspen Group security price traded within a band of $1.20 to $1.37 during the six months
of trading leading up to the announcement of the Proposed Merger on 14 September 2015,
with 7.5% of securities on issue having traded over the same period
• 10 day VWAP leading up to the announcement of the Proposed Merger was approximately
$1.23 per Aspen Group security and reflected the FY16 distribution guidance announced on
24 August 2015
• currently, Aspen Group is not covered by brokers and therefore we are unable to compare
how Aspen Group has traded relative to market expectations.
Whilst the trading price provides a reflection of the market’s perception of the current value of
the security, the low volume of trading in Aspen Group securities limits the extent to which its
security price can be assumed as the sole and reliable basis of value. In this regard, we
considered alternative methodologies such as net assets to confirm the reasonableness of the
trading price as an indicator of value.
11.3.2 Adjusted NTA
Using the net asset method, we have assessed the adjusted NTA of an Aspen Group security to
be in the order of $1.14 per security, as set out in the table below.
65
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independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. The KPMG name, logo and ‘cutting through complexity’
are registered trademarks or trademarks of KPMG International
Superseded Draft Disclosure Document
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Su	Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015 ABCD Table 33: Aspen Group net tangible assets $ millions Section Ref. Aspen Group Proforma Cash 8.6 6.0 Assets held for sale 8.3 34.3 Properties (owned directly) 8.3 61.2 Investment in APPF 11.2 43.4 Other assets 8.6 6.0 Total assets A 150.9 Borrowings 8.6 8.6 Other liabilities 8.6 5.2 Total liabilities B 13.8 Net tangible assets C=A-B 137.1 Less: Capitalised overhead costs 11.3.2 D (8.3) Adjusted net tangible assets E=C-D 128.7 Securities on issue(million) 11.3.2 F 113.2 Adjusted NTA / security ($) G=E/F 1.14 Source: KPMG Corporate Finance Analysis In determining the adjusted NTA of Aspen Group, we relied upon Aspen Group’s proforma balance sheet at 30 June 2015. Investment properties Similar to APPF, the net asset value of Aspen Group is largely dependent on the value of its underlying property portfolio. On a 30 June 2015 proforma basis, Aspen Group’s property portfolio comprised direct investments in five properties valued at $61.2 million, representing 40% of total assets. Its 42% interest in APPF was valued with reference to our assessed adjusted NTA of APPF, resulting in a value of $43.4 million, or 29% of total assets. Since Tomago Van Village and Adelaide Caravan were acquired recently, we adopted the carrying values which reflect the acquisition price paid. The other three directly held properties take into account the latest independent valuations, performed during FY15 and any subsequent property specific overheads incurred during FY15 post the valuation date. Similar to APPF property valuations, the independent valuations of these directly held properties are prepared every three years under similar scope by qualified and experienced valuers whom use commonly adopted methodologies and assumptions and consider the same factors which impact operating performance. As the carrying value is based on independent valuations, including property specific costs subsequent to the valuation date, we have utilised the carrying value for the purposes of the calculation of the Aspen Group NTA. Other assets and liabilities perseded Draft Disclosure Document
	As at 30 June 2015, interest bearing liabilities were carried at amortised cost and KPMG Corporate Finance considers such values reasonable for the purpose of assessing the adjusted NTA for Aspen Group Other assets and liabilities have been recorded at face value and KPMG

As at 30 June 2015, interest bearing liabilities were carried at amortised cost and KPMG Corporate Finance considers such values reasonable for the purpose of assessing the adjusted NTA for Aspen Group Other assets and liabilities have been recorded at face value and KPMG

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

ABCD

Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015

22 October 2015 Corporate Finance considers, on the basis of materiality, such values reasonable for the purpose of assessing the net assets of Aspen Group. Aspen Group also hold management rights over APPF, which are typically valued as a separate intangible. However, given the subscale size of APPF, the fee concessions made by Aspen Group to APPF, and the need to restructure APPF which provides uncertainty as to the ongoing fees generated under the current agreement, we did not attribute a separate value to the management rights as part of our adjusted NTA analysis. Capitalised overhead costs Consistent with the approach adopted in determining the adjusted NTA of APPF, we consider it appropriate to adjust the Aspen Group NTA by deducting the capitalised value of certain costs particularly relating to the compliance obligations of Aspen Group on a standalone basis. We have capitalised these selected costs at a multiple of 8 times, which is consistent with the multiples typically applied for costs of this nature in the context of A-REITs, and consistent with multiples applied in other independent expert reports involving A-REITS. Number of securities on issue As at 31 August 2015, Aspen Group had 113.2 million securities on issue, which we divided into the adjusted NTA of Aspen Group to derive the adjusted NTA per Aspen Group security. 11.3.3 Value conclusion and cross check Based on the analysis of the trading price and adjusted NTA above, we have estimated the fair value of an Aspen Group security on a minority interest basis to be in the range of $1.20 to $1.25 per stapled security. Table 34: Assessed value of an Aspen Group security Section Aspen $ / security Ref. Group Adjusted NTA 11.3.2 1.14 10 day VWAP (pre-announcement) 11.3.1 1.23 Low High Assessed value 11.3.3 1.20 1.25 Source: KPMG Corporate Finance Analysis Our assessed range is consistent with recent trading prior to merger announcement and at a slight premium to adjusted NTA to reflect a nominal value for the management rights associated with APPF. As a cross check to our selected range, we have referred to the implied EBITDA multiples, distribution yield and premium to proforma NAV of our assessed range, as outlined in the table below. 67 2015 KPMG Financial Advisory Services (Australia) Pty Ltd is affiliated with KPMG. KPMG is an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. The KPMG name, logo and ‘cutting through complexity’

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Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015

	Aspen Group and Aspen Parks Property Fund Iddt Et’ Rt ABCD	Aspen Group and Aspen Parks Property Fund Iddt Et’ Rt ABCD
Su	pers	nepenen xpers epor 22 October 2015 Table 35: Cross check – Aspen Group security price $ millions Section Ref. Low High Security price ($) 11.3.3 A 1.20 1.25 Securities outstanding (millions) 11.3.2 B 113.2 113.2 Equity value C=AxB 135.8 141.5 Net debt1 8.6 D 2.6 2.6 Enterprise value E=C+D 138.4 144.0 FY15 EBITDA2 8.5 F 11.6 11.6 FY15 EBITDA multiple G=E/F 11.9x 12.4x FY16 distributions guidance ($/security) 8.5.1 H 0.094 0.094 Assessed security price($) 11.3.3 I=B 1.20 1.25 FY16 distributionsyield(guidance) J=H/I 7.8% 7.5% Security price 11.3.3 K=A 1.20 1.25 Proforma NAVper security 8.6 L 1.25 1.25 Fair value as premium / (discount) to proforma NAV M=K/L-1 (4.0)% (0.0)% Sources: KPMG Corporate Finance Analysis Note 1: Net debt comprises $8.6 million in debt, less $6.0 million in cash Note 2: FY15 EBITDA calculated as $8.1 million in underlying profit before tax plus $2.2 in depreciation and $1.3 million in finance expenses These metrics were compared to those of comparable companies and transactions, as summarised in the table below. Table 36: Comparable companies and transactions Enterprise value ($ millions) EBITDA multiple (LTM) Dividend Yield (FY16) Premium/ (discount) to NTA VWAP Premium/ (discount) to NTA Comparable companies Accommodation REITS Ingenia Communities Group 605 36.8x 4.1% 12% 11% Alternative/other REITS Folkestone Education Trust 711 16.5x 6.3% 15% 12% Arena REIT 489 17.5x 6.7% 26% 23% Hotel Property Investments Ltd 624 17.9x 7.1% 24% 27% National Storage REIT 1,070 26.8x 5.7% 21% 20% Total Mean 23.1x 6.0% 20% 19% Total Median 17.9x 6.3% 21% 20% Comparable transactions (passive trusts since December 2013)1 Mean 9% Median 10% Sources: Capital IQ Note 1: Recent transactions involving passive trusts since December 2013 comprise Folkestone Social Infrastructure, Mirvac Industrial Trust, Challenger Diversified Property Group and Commonwealth Property Office Fund, as detailed in Appendix 4 Our selected midpoint price for Aspen Group implies a FY15 EBITDA multiple of 12.2 times, a distribution yield of 7.6% based on FY16 distribution guidance, and a discount to proforma NAV of 2.0%. The implied EBITDA multiple and premium to NAV is below that of the comparable companies, whilst its distribution yield is above. This is not unreasonable given its smaller scale and complicated organisational structure, characteristics of which are consistent with lower valuation metrics typically observed for such companies eded Draft Disclosure Document

Aspen GroupandAspen Parks Property Fund
Explanatory Memorandum
ABCD
Aspen Group and Aspen Parks Property Fund
Independent Expert’s Report 22 October 2015 Assessment of consideration received (from APPF securityholder perspective) As mentioned previously, under the Scrip Option, APPF securityholders will receive Merged Group securities. On this basis, we have estimated the fair value of a Merged Group security having regard to the operating metrics of the Merged Group. We have estimated the fair value of a Merged Group security to be in the range of $1.30 to $1.40 (refer to the remainder of Section 11.4), which implies a consideration received in the range of $0.50 to $0.54 per APPF security, as outlined in the table below. Table 37: Assessment of the consideration received $1.30 $1.40 Section Ref. 100% Scrip Full Uptake Cash 100% Scrip Full Uptake Cash Merged Group security price (minority basis) 11.3.3 A 1.30 1.30 1.40 1.40 Merger Ratio B 0.386 0.386 0.386 0.386 Implied price per APPF security C=AxB 0.50 0.50 0.54 0.54 Cash (% of total consideration) 0.0% 49.8% 0.0% 49.8% Scrip (% of total consideration) 100.0% 50.2% 100.0% 50.2% Cash Consideration D 0.00 0.26 0.00 0.26 ScripConsideration E 0.50 0.25 0.54 0.27 Total Consideration F=D+E 0.50 0.51 0.54 0.53 Source: KPMG Corporate Finance Analysis The calculation has been based on the following assumptions: • we assessed the estimated value of a Merged Group security to be in the range of $1.30 to $1.40 having regard to: • post announcement trading price of Aspen Group securities (refer Section 11.4.1) • proforma NAV of the Merged Group (refer Section 11.4.2) and premium to NTA of comparable companies and transactions • the implied value of a Merged Group security based on the earnings and distribution yields of Aspen Group. • based on a Merger Ratio of 0.386, our selected value per Aspen Group security of $1.30 to $1.40 implies a consideration of $0.50 to $0.54 per APPF security under the Scrip Option • the percentage of APPF securities (excluding those held by Aspen Group) which elect the Cash Option ranges between 0% (full scrip) to 49.8% (full cash uptake)29. This translates to a cash consideration of between nil and $0.26 per APPF security Superseded Draft Disclosure Document
29Under the full cash uptake scenario, the number of securities acquired by cash is 26.1 million, equating to the cap
of $35 million divided by $0.52 per security. This translates to 49.8% of APPF securities not held by Aspen Group
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Su	Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015 ABCD • the percentage of securities exchanged for scrip comprises those not exchanged for cash, and translates to a scrip consideration of between $0.25 to $0.54 per APPF security • based on our selected price of $1.30 to $1.40 per Aspen Group security, the total consideration offered under the APPML Scheme is a summation of the cash and scrip components and ranges between $0.50 and $0.54 per APPF security. 11.4.1 Analysis of trading price of Aspen Group securities post announcement Whilst the trading of Aspen Group securities post announcement takes into consideration some of the impact of the Proposed Merger, it does not completely given the uncertainty of the AGL Scheme and APPML Scheme being approved as well as the risk of the achievement of expected synergies. Despite this, post announcement trading provides a useful guide as to the likely value of a Merged Group security. Table 38: VWAP analysis Period Price (low) ($) Price (high) ($) Price VWAP ($) Cumulative value ($ millions) Cumulative volume (millions) % of issued capital Post announcement(to 25 September 2015) 10 day 1.20 1.43 1.37 8.1 5.9 5.2 Sources: Capital IQ, KPMG Corporate Finance analysis Post announcement on 14 September 2015, the Aspen Group security price traded within a band of $1.20 to $1.43 between 14 September 2015 and 25 September 2015, with 5.2% securities traded over the 10 day period. The Aspen Group security price increased from the closing price of $1.23 per security on 11 September 2015 (immediately prior to announcement) to a high of $1.43 per security on 18 September 2015. The 10 day VWAP post announcement was $1.37, being higher than the 10 day VWAP pre-announcement of the Proposed Merged, suggesting the market viewed the Proposed Merger as a positive outcome for Aspen Group. Whilst the post announcement trading price may provide an indication of the market’s perception of the potential value of a Merged Group security, the illiquidity of Aspen Group securities limits the extent to which its security price can be assumed as the sole and reliable basis of value. In this regard, we considered alternative methodologies such as distribution yields, earning yields and proforma NAV to confirm the reasonableness of the post announcement trading price. 11.4.2 Proforma NAV We also referred to the proforma NAV of the Merged Group as an additional reference point in determining the value of a Merged Group security. In this regard, we make the following observations: • NAV per Merged Group security ranges between $1.19 and $1.20 on a full cash uptake and full scrip basis respectively • the Merged Group NAV is a summation of the standalone NAVs of Aspen Group and APPF, adjusted for transaction costs, consideration under the Proposed Merger and 70 2015 KPMG Financial Advisory Services (Australia) Pty Ltd is affiliated with KPMG. KPMG is an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. The KPMG name, logo and ‘cutting through complexity’ are registered trademarks or trademarks of KPMG International perseded Draft Disclosure Document

11.4.3 Su

Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015 ABCD movements in the assets and liabilities post 30 June 2015 relating to the operational activities of each entity • the proforma NAV predominantly comprises the value of the property portfolio of which have been recently valued by independent valuers. As per our analysis of the APPF and Aspen Group property portfolio in Section 9.4 and Section 8.3 above respectively, the independent valuations are prepared every three years under an unrestricted scope by qualified and experienced valuers whom use commonly adopted methodologies and assumptions and consider the same factors which impact operating performance. In this regard, we consider the proforma NAV to be a reasonable reference point from which to estimate the likely fair value of a Merged Group security. Earnings and distributions yields metrics Outlined in the table below is an analysis of the post announcement pricing based on pre- announcement earnings yields and distribution yields. Table 39: Assessment of Merged Group security based on earnings and distributions yields $ / security Earnings Distributions Pre-announcement Aspen Group - FY16 guidance1 0.107 0.094 10 dayVWAP 1.23 1.23 Aspen Group- FY16yields 8.7% 7.6% Earningsguidance Distributionsguidance Low High Low High Post announcement Merged Group - FY16 guidance 1,2 0.164 0.145 0.120 0.120 Aspen Group- FY16yields 8.7% 8.7% 7.0% 8.0% Implied Merged Group security price 1.89 1.67 1.71 1.50 Source: Aspen Group, KPMG Corporate Finance analysis Note 1: Earnings guidance provided by Aspen Group management, distributions guidance per Aspen Group results presentation dated 24 August 2015. Earnings guidance is pre-depreciation and reflective of a cash earnings measure rather than a statutory measure Note 2: Earnings guidance of 16.4 cents and 14.5 cents are representative of the cash earnings guidance under full and nil uptake of the Cash Option respectively We note the following in relation to our analysis above: • on a pre-announcement basis, the 10 day VWAP of Aspen Group security price immediately prior to announcement implied an earnings yield of 8.7% and distribution yield of 7.6% based on guidance provided prior to announcement • adopting an 8.7% earnings yield range to post announcement cash earnings guidance of $0.145 to $0.164 per Merged Group security results in an implied value per Merged Group security of between $1.67 and $1.89 • adopting a 7.0% to 8.0% distribution yield range to post announcement distribution guidance of $0.12 per Merged Group security results in an implied value per Merged Group security of between $1.50 and $1.71 perseded Draft Disclosure Docum

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71 2015 KPMG Financial Advisory Services (Australia) Pty Ltd is affiliated with KPMG. KPMG is an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. The KPMG name, logo and ‘cutting through complexity’ are registered trademarks or trademarks of KPMG International

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22 October 2015
11.4.4 Conclusion on the Merged Group security price
Based on the analysis of post announcement trading price, earnings yield, distribution yield and
proforma NAV above, we have estimated the likely fair value of a Merged Group security on a
minority interest basis to be in the range of $1.30 to $1.40.
Table 40: Assessed value of a Merged Group security
Source: KPMG Corporate Finance Analysis
Our selected range is based on the following considerations:
• it is consistent with post-announcement trading performance which reflects current market
sentiment of the benefits of the Proposed Merger
• it reflects a 9% to 17% premium to proforma NAV, which is more consistent with the
trading premiums of comparable companies for which we would expect to occur as the
business simplifies its structure and addressed the capital constraints of its major investment
• it reflects a discount to the pricing implied by earnings (before depreciation of properties)
and distribution yields which is not unreasonable considering the uncertainty around the
yield at which it may trade post-merger.
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independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. The KPMG name, logo and ‘cutting through complexity’
are registered trademarks or trademarks of KPMG International
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Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015 Appendix 1 – KPMG Corporate Finance Disclosures Qualifications The individuals responsible for preparing this report on behalf of KPMG Corporate Finance are Ian Jedlin and Jason Hughes. Ian is an Associate of the Institute of Chartered Accountants in Australia and a Senior Fellow of the Financial Securities Institute of Australasia and holds a Master of Commerce from the University of New South Wales. Jason is a Fellow of Chartered Accountants Australia and New Zealand, a Senior Fellow of the Financial Securities Institute of Australasia and holds a Bachelor of Commerce from the University of Western Australia. Both Ian and Jason have a significant number of years’ experience in the provision of corporate financial advice, including specific advice on valuations, mergers and acquisitions, as well as the preparation of expert reports. Disclaimers It is not intended that this report should be used or relied upon for any purpose other than KPMG Corporate Finance’s opinion as to whether the Proposed Merger is in the best interests of Aspen Group securityholders and APPF securityholders. KPMG Corporate Finance expressly disclaims any liability to any Aspen Group securityholders and APPF securityholders who rely or purport to rely on the report for any other purpose and to any other party who relies or purports to rely on the report for any purpose whatsoever. Other than this report, neither KPMG Corporate Finance nor the KPMG Partnership has been involved in the preparation of the Explanatory Memorandum, the Securityholder Booklets or any other document prepared in respect of the Proposal Merger. Accordingly, we take no responsibility for the content of the Explanatory Memorandum or the Securityholder Booklets as a whole or other documents prepared in respect of the Proposed Merger. We note that the forward-looking financial information prepared by AGL, APPML, AFML as responsible entity of APT, and AFML as responsible entity of APPT does not include estimates as to the potential impact of any future changes in taxation legislation in Australia. Future taxation changes are unable to be reliably determined at this time. Independence In addition to the disclosures in our Financial Services Guide, it is relevant to a consideration of our independence that, during the course of this engagement, KPMG Corporate Finance provided draft copies of this report to management of Aspen Group and APPF for comment as to factual accuracy, as opposed to opinions which are the responsibility of KPMG Corporate Finance alone. Changes made to this report as a result of those reviews have not altered the opinions of KPMG Corporate Finance as stated in this report. Consent KPMG Corporate Finance consents to the inclusion of this report in the form and context in which it is included with the Explanatory Memorandum to be issued to the securityholders of Aspen Group in relation to the AGL Scheme, and securityholders of APPF in relation to the

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ABCD Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015 APPML Scheme. Neither the whole nor the any part of this report nor any reference thereto may be included in any other document without the prior written consent of KPMG Corporate Finance as to the form and context in which it appears. Declarations Our report has been prepared in accordance with professional standard APES 225 "Valuation Services" issued by the Accounting Professional & Ethical Standards Board (APESB). KPMG Corporate Finance and the individuals responsible for preparing this report have acted independently. 74 2015 KPMG Financial Advisory Services (Australia) Pty Ltd is affiliated with KPMG. KPMG is an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. The KPMG name, logo and ‘cutting through complexity’ are registered trademarks or trademarks of KPMG International

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• ABCD Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015

• Appendix 2 – Sources of information In preparing this report we have been provided with and considered the following sources of information: Publicly available information:  the Explanatory Memorandum  the Merger Implementation Deed  annual reports for the periods ended 30 June 2013, 2014 and 2015 and interim financial report for half year ended 31 December 2013 and 2014 for Aspen Group

• annual reports for the periods ended 30 June 2013, 2014 and 2015 and interim financial report for half year ended 31 December 2013 and 2014 for APPF

• company presentations and ASX announcements of Aspen Group and APPF  annual reports, company presentations and news releases of comparable companies  industry reports from IBISWorld  data providers including S&P Capital IQ, Thomson Reuters and Bloomberg. Non-public information provided by Aspen Group and APPF:  Board papers and other internal briefing papers prepared by Aspen Group, APPF and their advisers in relation to the Offer

• other confidential documents, presentations and workpapers  external property valuations for Aspen Group and APPF properties. In preparing this report, we have held discussions with, and obtained information from senior management and directors of Aspen Group and APPF. 75

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Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015 Appendix 3 – Industry overview Aspen Group and APPF own and operate a number of holiday and accommodation parks around Australia. In FY15, on a consolidated basis, Aspen Group generated the majority of its revenue (42%) from tourist occupants at its short stay resort style properties and permanent occupancy in its residential lifestyle villages. The remainder comprised accommodation demand from the resource sector (26%) and non-core assets (32%). In this regard, outlined below is an analysis of the industry in general, with a particular focus on the specific drivers of demand pertaining to Aspen Group and APPF. Holiday parks / short-term accommodation sector The industry services the low to medium budget bracket of holiday makers and short stay customers, with a growing shift to attracting permanent residents in order to reduce volatility in cash flows. The typical customer for which the industry caters consists of young families, travellers and retirees. Accommodation options range from self-contained cabins to powered or unpowered sites for caravan accommodation. Sites that possess upgraded guest facilities and cabins appropriate for young families prefer the term holiday park to distinguish themselves from caravan parks. These parks often charge a premium commensurate with the amenities and services offered. The holiday and accommodation park industry is highly fragmented, comprising a large number of independent entities owning and operating caravan, holiday and mobile home parks as well as camping grounds. The largest participant, Discovery Parks Holdings Pty Ltd has a market share of 8.7%. Individual parks have overcome a lack of scale by establishing and joining member organisations like Big4 Holiday Parks of Australia Pty Ltd which provides collective marketing and administrative services to its members. Recent history has shown a growing trend of holiday and accommodation park owners selling out to property developers as land prices in some holiday locations have risen as a function of their size and location. It is expected that this trend will continue as capital growth in land value continues and development of sites has the potential to generate greater returns. Demand drivers Demand is impacted by a number of factors, including the number of domestic travellers, the value of the Australia dollar, economic growth as measured by Gross Domestic Product (GDP), and in Aspen Group and APPF’s case, the level of investment in natural resources given the location of some of its properties. An analysis of these drivers are described below. Australian Dollar Tourist travel is impacted by the exchange rate, as this determines the comparative cost of travel within and outside of Australia. A strong Australian dollar adversely impacts domestic travel as it makes international travel comparatively cheaper. Outlined in the graph below is the historical and expected USD/AUD exchange rate since 2005 and to 2018.

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Figure A3-1: AUD vs USD historical and forecast
1.20
1.10
1.00
0.90
0.80
0.70
0.60
0.50
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018
Historical AUD/USD Forecast AUD/USD
Source: S&P Capital IQ, Bloomberg
The strength in the Australian dollar in 2011 and 2012 coincided with minimal growth in the
industry during this period. Industry growth recovered as the dollar fell during 2013 to 2015,
and growth is expected to remain positive whilst the dollar remains at current levels.
Australian GDP
IBISWorld estimates domestic tourists accounted for more than 90% of total patronage in the
industry. The demand for domestic travel is correlated with discretionary household income and
population demographics, which is reflected in GDP growth. Rising incomes and increases in
population lead to higher GDP. Outlined in the table below is the historical and expected GDP
growth rate since 2005 and until 2017.
Figure A3-2: Historical and forecast Australian GDP growth
5
4
3
2
1
0
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
Historical GDP growth Forecast GDP growth
Source: Bloomberg
GDP growth has averaged 2.9% pa over the last 10 years and is expected to grow at an average
rate of 2.6% per annum for the next two years. Such growth should support industry growth
over the medium term.
Natural resources
Aspen Group and APPF generates revenue from five short term accommodation parks which
rely heavily on demand from the resources sector, particularly in Western Australia. Western
Australia has experienced significant capital investment into its mining and natural resources
industries from 2008 until recently, particularly around export hubs such as Port Hedland and
Karratha. High iron ore prices driven by Chinese steel production and growing demand from
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independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. The KPMG name, logo and ‘cutting through complexity’
are registered trademarks or trademarks of KPMG International
Superseded Draft Disclosure Document
USD to AUD
Change in GDP YoY (%)
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Asia provided an incentive for mining companies to commit to large capital investment and
expansion projects. These large investments required significant labour demands which drove
demand for accommodation villages where onsite accommodation had not been sufficient.
More recently however, this investment has tapered off as projects become operational. In
addition, large excess supply has emerged. Combined with slowing demand for commodities
from emerging countries (particularly China), this has led to dramatic falls in the price of iron
ore, and subsequently mining investment. Outlined in the table below is the historical and
expected performance of iron ore since 2005 and up to 2018.
Figure A3-3: Historical and forecast iron ore price
250
200
150
100
50
0
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018
Historical iron ore price Forecast iron ore price
Source: Reuters, The Steel Index (TSI)
Note 1: Iron ore fines (62% Fe) – CFR Tianjin Port (China)
In 2015, iron ore fell to its lowest level since 2009, with investment banks expecting further
declines in the future [30] . Accordingly, decreased capital investment has reduced the need for
excess accommodation, which has historically been provided by the sites close to existing
mining operations.
Historical Performance & Outlook
Outlined in the graph below is the historical and expected revenue performance of the industry
since 2008 and up to 2018 [31] .
30 Australian Financial Review:
http://www.afr.com/business/mining/ironore/ironoreatthreeweekhighbutgoldmanstillseeslowerprices20150728gimjl3
Superseded Draft Disclosure Document
1Price ($USD) /Tonne
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31 IBISWorld Industry Report H4403. Caravan Parks and Camping Grounds in Australia, IBISWorld, August 2015 2015 KPMG Financial Advisory Services (Australia) Pty Ltd is affiliated with KPMG. KPMG is an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. The KPMG name, logo and ‘cutting through complexity’

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Figure A3-4: Historical and forecast accommodation park industry growth
6
4
2
0
-2
-4
2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018
Historical industry growth Forecast industry growth
Source: IBISWorld
Industry revenue was buoyant in 2008, driven in part by strong GDP performance. The onset of
the global financial crisis in 2008/9 led to lower GDP which adversely impacted domestic
travel. Lower and more volatile industry growth continued as the Australian dollar strengthened
in 2011 and 2012 with domestic tourism impacted through a shift to overseas travel. To arrest
this underperformance, the industry steadily undertook a process of improving facilities over the
last 5 years in order to attract increased patronage and higher tariffs.
In FY16, sector revenue is expected to grow by 0.5% to reach $1.23 billion [1] , buoyed by a
growing retired population and a lower Australian dollar. Despite the apparent benefit from a
lower Australian dollar, industry revenue growth is expected to be constrained, with annual
growth of 0.7% per annum through 2016 – 2021 [31] .
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Superseded Draft Disclosure Document
Revenue Growth (%)
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Su	Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015 ABCD Appendix 4 – Market evidence Comparable companies The following table sets out the market metrics for the comparable companies and A-REIT Index, as at the latest reporting date. Table 41: Comparable companies and A-REIT index analysis Market Cap. Enterprise Value Gearing Ratio1 Dividend Yield Est. (FY16)2 Premium/ (discount) to NTA3 VWAP premium/ (discount) to NTA4 EV/ EBITDA ($ millions) ($ millions) (%) (%) (%) (%) Multiple Accommodation REITS Ingenia Communities Group 392 605 33.9% 4.1% 12% 11% 36.8x Alternative/other REITS Folkestone Education Trust 514 711 30.1% 6.3% 15% 12% 16.5x Arena REIT 369 489 27.4% 6.7% 26% 23% 17.5x Hotel Property Investments Ltd 375 624 44.0% 7.1% 24% 27% 17.9x National Storage REIT 510 1,070 33.4% 5.7% 21% 20% 26.8x Total Mean 6.0% 20% 19% 23.1x Total Median 6.3% 21% 20% 17.9x S&P/ASX 300 A-REIT Index (mean) 5.4% 20% n/a 19.3x S&P/ASX 300 A-REIT Index(median) 5.7% 10% n/a 17.0x Source: S&P Capital IQ, Company financial statements; KPMG Corporate Finance analysis Note 1: Gearing ratio calculated as Net Debt over Total Assets less Cash Note 2: Dividend yield estimates are based on FY16 dividend estimates available from S&P Capital IQ Note 3: Premium or discount to NTA calculated as the quotient of last closing price (at 24 September 2015) over Last 12 Months NTA Note 4: 10 day VWAP to 24 September 2015 Comparable transactions In assessing our valuation of Aspen Group and APPF securities, we have considered transactions involving comparable companies. Between 2009 and 2011, market conditions for REITs were particularly challenging with limited access to debt and equity funding, declines in property values and generally weaker economic conditions. As a result, a number of transactions took place under financially distressed situations for the target. More recently, REITs have undertaken numerous strategic initiatives, for example divestment of non-core assets, internalising management and other refocusing strategies, which have led to stabilising market conditions and increases in investment. Outlined in the table below is a summary of a number of transactions which have taken place since 2009 involving A-REITs and sets out the premium or discount to NTA and the 10 day VWAPs of the target entities prior to announcement of the transaction (or notable corporate activity). 80 2015 KPMG Financial Advisory Services (Australia) Pty Ltd is affiliated with KPMG. KPMG is an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. The KPMG name, logo and ‘cutting through complexity’ are registered trademarks or trademarks of KPMG International perseded Draft Disclosure Document

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	Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015 Table 42: Comparable transactions analysis Date Target Consideration ($ millions) Premium / (discount) to NTA1 Premium / (discount) to VWAP2 Jun 2015 Novion Property Group 8,045.5 29.4% 15.7% Nov 2014 Folkestone Social Infrastructure Trust 70.2 14.0% 15.4% Oct 2014 Mirvac Industrial Trust 77.6 16.1% 22.8% Jun 2014 Australand Property Group 2,606.5 21.7% 14.6% Apr 2014 Challenger Diversified Property Group 586.6 1.1% 6.4% Dec 2013 Commonwealth Property Office Fund 2,910.0 5.2% 14.8% Apr 2012 Thakral Holdings Ltd 507.0 (15.6)% 32.3% Jan 2012 Charter Hall Office REIT 1,228.4 (3.9)% 22.9% Jan 2012 Abacus Storage Fund 132.0 (8.2)% n/a Apr 2011 Valad Property Group 209.0 (22.1)% 52.0% Apr 2011 Rabinov Property Trust 50.0 (4.3)% 35.8% Dec 2010 ING Industrial Fund 1,395.0 (1.5)% 11.9% Jul 2010 MacarthurCook Industrial Property Fund 43.3 (32.1)% 46.7% Apr 2010 Westpac Office Trust 417.0 3.1% 14.2% Oct 2009 Mirvac Real Estate Investment Trust 373.0 (29.9)% 56.0% Low 43.3 (32.1)% 6.4% High 8,045.5 29.4% 56.0% Mean 1,243.4 (1.8)% 25.8% Median 417.0 (1.5)% 19.3% Source: Company financial statements, announcements and related independent expert reports; S&P Capital IQ, Thomson Reuters; KPMG Corporate Note 1: NTA from last reported financial result for each target company Note 2: 10 day VWAP prior to announcement of the transaction or notable corporate activity A brief description of each transaction is outlined below. Merger of Novion Property Group and Federation Centres On 3 February 2015, Novion Property Group (NVN) announced its intention to enter into a merger implementation agreement with Federation Centres (FDC). As part of the transaction, each NVN security was offered 0.8225 FDC securities. Pursuant to the deal NVN securityholders owned 64 percent of the merged entity. NVN is an internally managed integrated retail property group listed on the ASX. It is a stapled entity comprising Novion Limited and Novion Trust and had $14.9 billion of retail assets under management, including a $9.1 billion directly owned investment portfolio at the time of the transactions. Merger of Folkestone Social Infrastructure Trust with Folkestone Education Trust On 13 November 2014, Folkestone Real Estate Management Limited, in its capacity as responsible entity of Folkestone Social Infrastructure Trust (FST), announced a merger by way of a trust scheme that would result in Folkestone Education Trust (FET) acquiring 100% of the units in FST. The offer consideration included a cash component of $0.675 per FST unit held and 1.32 securities in FET for every one FST unit held. FST primarily invests in properties within the early education, government and healthcare sectors. As at 30 June 2014, FST reported $116.1 million in total assets. Acquisition of Mirvac Industrial Trust by AustFunding Pty Limited Superseded Draft Disclosure Docum	ent
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Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015 On 19 September 2014, Mirvac Funds Management Limited (MFML), the responsible entity of Mirvac Industrial Trust (MIX) announced that it had agreed to a transaction whereby AustFunding Pty Limited would acquire all of the units of MIX via a trust scheme. The offer consideration was cash consideration of $0.214 per unit. The principal activity of MIX is the ownership of an industrial property portfolio in the greater Chicago metropolitan region in the US. As at 30 June 2014, MIX held gross assets of $192.0 million. Acquisition of Australand Property Group by Frasers Centrepoint Limited On 4 June 2014, Australand Property Group (Australand) received a conditional proposal from Frasers Centrepoint Limited for the acquisition of all of Australand’s securities. The offer consideration was $4.48 per security for a total of $2.6 billion. Australand is a diversified REIT that is involved in property investment and development, property trust management and property management. Its primary focus is around commercial and industrial sectors with some focus on residential development. Australand’s property investment division was comprised of 68 industrial and office assets located mostly in Melbourne, Sydney and Brisbane. Acquisition of Challenger Diversified Property Group by Challenger Life Company Limited On 11 April 2014, Challenger Australia Listed Property Holding Trust, a related entity of Challenger Life Company Limited, announced an off-market takeover offer for all units of Challenger Diversified Property Group (CDI), for cash consideration of $2.74 per unit. CDI is a diversified REIT with interest in 27 office, retail and industrial properties located in Australia and France. CDI also holds the lease on Sydney’s Domain car park and engages in property development activities. CDI is largely a passive investment vehicle, with the majority of earnings generated from its investment properties. As at 31 December 2013, CDI had total asset value of $888 million. CDI’s property portfolio is diversified across the office (59%), retail (19%), industrial (18%) and hi-tech office (4%) sectors predominantly focussed in Victoria, NSW and ACT. Acquisition of Commonwealth Property Office Fund by DEXUS Property Group and CPPIB On 11 December 2013, DEXUS Property Group, in conjunction with CPPIB, announced its intention to make a conditional off-market takeover offer for all of the outstanding units in Commonwealth Property Office Fund (CPA) for cash and scrip consideration for approximately $1.24 per CPA unit. As at 31 December 2013, CPA had 25 office assets with a total value of $3.8 billion and WACR of 7.3%. CPA’s property portfolio was concentrated in NSW and Victoria, comprising 46.0% and 30.7% of the total portfolio value respectively. Acquisition of Thakral Holdings Limited by Brookfield Asset Management Inc. On 19 April 2012, Brookfield Asset Management Inc (Brookfield) announced a takeover offer of Thakral Holdings Limited (Thakral) at $0.70 per stapled security. On the same date, Brookfield enforced security under debentures which provided Brookfield with a relevant interest in 38.6% of Thakral. The offer was unanimously recommended by directors to reject the Brookfield offer. On 22 August 2012, Brookfield and Thakral entered into an implementation deed whereby Brookfield agreed to increase its offer to $0.81 per stapled security if it became entitled to 90% of Thakral securities, which occurred on 11 September 2012. Thakral’s primary activity was investment in hotel, leisure, retail and commercial properties and the management

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Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015 of hotels in Australia. In addition, Thakral was engaged in property development activities. For the year ended 30 June 2012, Thakral’s revenue comprised 79% from hotel, retail and commercial investments, and 21% from property development activities. Acquisition of Charter Hall Office REIT by a Consortium including Charter Hall Group On 3 January 2012, the Charter Hall Office REIT’s (CQO) independent directors announced they had entered into a scheme implementation agreement with a consortium including Charter Hall Group, under which CQO, would receive a cash payment of $2.49 per CQO unit. CQO invests predominantly in high grade office buildings and at 31 December 2011, had an Australian property portfolio with total value of $1.8 billion, geographically diversified across NSW, Victoria, Queensland, South Australia and the ACT. Merger of Abacus Storage Fund with Abacus Property Group On 13 January 2012, Abacus Property Group (APG) announced its intention to merge with Abacus Storage Fund (Abacus). APG is an internally managed listed stapled entity, with exposure to a diversified portfolio of commercial, retail and industrial property, mortgage investments and property development ventures and property funds management activities. Abacus is an unlisted stapled entity and is one of the largest participants in the Australasian selfstorage sector, owning a portfolio of 41 self-storage facilities with 30 in Australia and 11 in New Zealand and a commercial property with total value of approximately $332 million. Abacus’ income was generated from storage rental income, which is subject to fluctuations as a result of the short term nature of the contracts. As such, the discount to NTA in part reflected this inherent risk in Abacus’ income stream. Acquisition of Valad Property Group by Blackstone Real Estate Advisors LLC On 29 April 2011, Valad Property Group (Valad) announced that it had entered into a scheme of arrangement with Blackstone Real Estate Advisors LLC to acquire all of the issued shares in Valad for $1.80 per Valad security. At 31 December 2013, Valad’s property portfolio consisted of 27 properties, valued at $569 million in across the office (31%), industrial (28%), bulky goods (24%) and hotel and residential sectors in Australia (88%) and New Zealand (12%). Acquisition of Rabinov Property Trust by Growthpoint Properties Australia On 13 April 2011, Growthpoint Properties Australia and Rabinov Property Trust (Rabinov) jointly announced an off-market takeover by Growthpoint Properties Australia for 100% of Rabinov via a scrip offer. Rabinov is a diversified property investment vehicle which, as at 31 December 2010, had a portfolio of 12 properties valued at $235 million comprising office (69.8%), industrial (28.3%) and retail (2.1%) properties. Properties were spread across Australia, however were heavily concentrated in Victoria, constituting 70.6% of the property portfolio. Acquisition of ING Industrial Fund by a Consortium led by Goodman Group On 24 December 2010, ING Industrial Fund (ING) announced that it had entered into an implementation agreement with Goodman Group and a Consortium, to acquire all units in ING for cash consideration of $0.546 per ING unit. ING develops, owns and manages diversified portfolio of industrial properties and business parks, and as at 31 December 2013, had a

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ABCD Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015 portfolio of 61 properties valued at $2.5 billion, WALE of 4.5 years and a portfolio WACR of 8.4%. Acquisition of MacarthurCook Industrial Property Fund by CommonWealth REIT On 12 July 2010, MacarthurCook Industrial Property Fund (Macarthur) announced that it had received a proposal from CommonWealth REIT to acquire all units in Macarthur for cash consideration of $0.44 per unit. Macarthur, an unlisted property fund had, as at 30 June 2010, a portfolio of 10 industrial properties valued at $106.1 million across Australia and WALE of 4.6 years. Acquisition of Westpac Office Trust by Mirvac Group On 28 April 2010, Westpac Office Trust (WOT) announced it had entered into a scheme implementation agreement with Mirvac Group in relation to an offer by Mirvac Group to acquire all WOT units and instalment receipts for cash or scrip. At 31 December 2009, WOT had a portfolio of 7 properties with a total value of $1.1 billion, WALE of 8.7 years and portfolio WACR of 7.39%. Sydney CBD properties comprised the majority of WOT’s property portfolio value, representing 62% of the total portfolio value. Acquisition of Mirvac Real Estate Investment Trust by Mirvac Group On 12 October 2009, Mirvac Real Estate Investment Trust (Mirvac REIT) announced that it had received a proposal from Mirvac Group to acquire all the issued units in Mirvac REIT for scrip, or a combination of cash and scrip. As at 30 June 2009, Mirvac REIT had a total portfolio value of $1.0 billion across the retail (36%), commercial (31%), industrial (17%) and hotel (16%) sectors and a WALE of 4.8 years. At the time, Mirvac REIT was in financial distress. 84 2015 KPMG Financial Advisory Services (Australia) Pty Ltd is affiliated with KPMG. KPMG is an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. The KPMG name, logo and ‘cutting through complexity’ are registered trademarks or trademarks of KPMG International

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

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Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015 Appendix 5 – Valuation methodology Capitalisation of earnings An earnings based approach estimates a sustainable level of future earnings for a business ('maintainable earnings') and applies an appropriate multiple to those earnings, capitalising them into a value for the business. The earnings bases to which a multiple is commonly applied include Revenue, EBITDA, EBIT and NPAT. In considering the maintainable earnings of the business being valued, factors to be taken into account include whether the historical performance of the business reflects the expected level of future operating performance, particularly in cases of development, or when significant changes occur in the operating environment, or the underlying business is cyclical. With regard to the multiples applied in an earnings based valuation, they are generally based on data from listed companies and recent transactions in a comparable sector, but with appropriate adjustment after consideration has been given to the specific characteristics of the business being valued. The multiples derived for comparable quoted companies are generally based on security prices reflective of the trades of small parcels of shares. As such, multiples are generally reflective of the prices at which portfolio interests change hands. That is there is no premium for control incorporated within such pricing. They may also be impacted by illiquidity in trading of the particular stock. Accordingly, when valuing a business en bloc (100 percent) we would also reference the multiples achieved in recent mergers and acquisitions, where a control premium and breadth of purchaser interest are reflected. An earnings approach is typically used to provide a market cross-check to the conclusions reached under a theoretical DCF approach or where the entity subject to valuation operates a mature business in a mature industry or where there is insufficient forecast data to utilise the DCF methodology. Discounted cash flow Under a DCF approach, forecast cash flows are discounted back to the Valuation Date, generating a net present value for the cash flow stream of the business. A terminal value at the end of the explicit forecast period is then determined and that value is also discounted back to the Valuation Date to give an overall value for the business. In a DCF analysis, the forecast period should be of such a length to enable the business to achieve a stabilised level of earnings, or to be reflective of an entire operation cycle for more cyclical industries. Typically a forecast period of at least five years is required, although this can vary by industry and by sector within a given industry. The rate at which the future cash flows are discounted (the Discount Rate) should reflect not only the time value of money, but also the risk associated with the business’ future operations. This means that in order for a DCF to produce a sensible valuation figure, the importance of the quality of the underlying cash flow forecasts is fundamental. The Discount Rate most generally employed is the Weighted Average Cost of Capital (WACC),

The Discount Rate most generally employed is the Weighted Average Cost of Capital (WACC), reflecting an optimal (as opposed to actual) financing structure, which is applied to unleveraged cash flows and results in an Enterprise Value for the business. Alternatively, for some sectors it

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ABCD Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015 is more appropriate to apply an equity approach instead, applying a cost of equity to leveraged cash flows to determine equity value. In calculating the terminal value, regard must be had to the business’ potential for further growth beyond the explicit forecast period. This can be calculated using either a capitalisation of earnings methodology or the 'constant growth model', which applies an expected constant level of growth to the cash flow forecast in the last year of the forecast period and assumes such growth is achieved in perpetuity. Net assets or cost based Under a net assets or cost based approach, total value is based on the sum of the net asset value or the costs incurred in developing a business to date, plus, if appropriate, a premium to reflect the value of intangible assets not recorded on the balance sheet. Net asset value is determined by marking every asset and liability on (and off) the company’s balance sheet to current market values. A premium is added, if appropriate, to the marked-tomarket net asset value, reflecting the profitability, market position and the overall attractiveness of the business. The net asset value, including any premium, can be matched to the ‘book’ net asset value, to give a price to net assets, which can then be compared to that of similar transactions or quoted companies. A net asset or cost based methodology is most appropriate for businesses where the value lies in the underlying assets and not the ongoing operations of the business (e.g. real estate holding companies). A net asset approach is also useful as a cross check to assess the relative riskiness of the business (e.g. through measures such as levels of tangible asset backing). Enterprise or equity value Depending on the valuation approach selected and the treatment of the business’ existing debt position, the valuation range calculated will result in either an enterprise value or an equity value being determined. An enterprise value reflects the value of the whole of the business (i.e. the total assets of the business including fixed assets, working capital and goodwill/intangibles) that accrues to the providers of both debt and equity. An enterprise value will be calculated if a multiple is applied to unleveraged earnings (i.e. revenue, EBITDA, EBITA or EBIT) or unleveraged free cash flow. An equity value reflects the value that accrues to the equity holders. To compare an enterprise value to an equity value, the level of net debt must be deducted from the enterprise value. An equity value will be calculated if a multiple is applied to leveraged earnings (i.e. NPAT) or free cash flow, post debt servicing. 86 2015 KPMG Financial Advisory Services (Australia) Pty Ltd is affiliated with KPMG. KPMG is an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. The KPMG name, logo and ‘cutting through complexity’ are registered trademarks or trademarks of KPMG International

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

ABCD Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015 Appendix 6 – Glossary Definitions Abbreviation Description AGL Scheme A scheme of arrangement under Part 5.1 of the Corporations Act between AGL and each AGL shareholder Announcement 14 September 2015 Date APPF Means the Aspen Parks Property Fund comprising Aspen Parks Property Management Limited (ACN: 096 790 331) and Aspen Funds Management Limited (ABN: 48 104 322 278) as responsible entity of Aspen Parks Property Trust (ARSN: 108 328 669). APPML and APPT are stapled together to form APPF APPF BC The committee of APPF Directors comprising Mr Clive Appleton, Mr Reg Gillard and former director Hugh Martin, which has been established to represent the interests of APPF securityholders when assessing the commercial terms of the Merger, and to assess the merit of alternative proposals APPF security An existing stapled security in APPF, comprising one APPML share and one APPT unit APPF The holder of an APPF security securityholder APPML Scheme A scheme of arrangement under Part 5.1 of the Corporations Act between APPML and each APPML shareholder. Aspen Group Aspen Group Limited (ABN 50 004 160 927) including any of its Subsidiaries or Controlled Entities Aspen Group An existing stapled security in Aspen Group, comprising one AGL share and one APT unit security Aspen Group The holder of an Aspen Group security securityholder Aspen Group BC Mr Frank Zipfinger, Mr Guy Farrands, Mr John Carter and Mr Clem Salwin A-REIT Australian Real Estate Investment Trust A-REIT Index S&P/ASX 300 A-REIT Index ASIC Australian Securities and Investments Commission ASX ASX Limited (ABN 98 008 624 691) or Australian Securities Exchange, as the context requires ATO Australian Taxation Office Cash Option The option by APPF securityholders to receive $0.52 per APPF security rather than Merged Group securities, subject to an overall cap of $35 million and pro-rata scale back CGT Capital gains tax Corporations Act or Corporations Act 2001 (Cth) the Act Discovery Discovery Parks Group Discovery Proposal Offer by Discovery Parks Group to acquire between 15% and 19.9% of APPF securities from certain APPF securityholders for $0.55 per APPF security Explanatory The explanatory memorandum in respect of the Proposed Merger, dated [xx] Memorandum ICR Interest coverage ratio LVR Loan to value ratio Merged Group The group that will result from combining APPF and Aspen Group 87 2015 KPMG Financial Advisory Services (Australia) Pty Ltd is affiliated with KPMG. KPMG is an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. The KPMG name, logo and ‘cutting through complexity’ are registered trademarks or trademarks of KPMG International

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ABCD Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015 Abbreviation Description Merged Group Consists of one APPML share, one AGL share, one APPT unit and one APT unit securities Merger The agreement dated 14 September 2015 entered into between APPML, AGL and AFML Implementation (in its capacities as responsible entity of APT and APPT), which regulates the basis on Deed which the Merger will be implemented Merger Ratio 0.386 Merged Group securities for each APPF security NAV Net asset value NTA Net tangible assets Merger of Aspen Group and APPF by way of two court approved Schemes of Proposed Merger Arrangement Record Date 7.00pm (Sydney time) on 8 December 2015 being the date and time which determines the entitlements of APPF securityholders and Aspen Group securityholders to participate in the Merger and receive Merger Consideration. REIT Real Estate Investment Trust Schemes of each of the AGL Scheme and APPML Scheme Arrangement Scrip and Cash A combination of the Scrip Option and the Cash Option Option Scrip Option 0.386 Merged Group securities for each APPF security Securityholder The APPF Securityholder Information Booklet or the Aspen Group Securityholder Booklets Information Booklet (as applicable) VWAP Volume weighted average price WACR Weighted average capitalisation rate WALE Weighted average lease term to expiry 88 2015 KPMG Financial Advisory Services (Australia) Pty Ltd is affiliated with KPMG. KPMG is an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. The KPMG name, logo and ‘cutting through complexity’ i t d t d k t d k f KPMG I t ti l

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

ABCD Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015 Appendix 6 – Glossary Definitions Abbreviation Description AGL Scheme A scheme of arrangement under Part 5.1 of the Corporations Act between AGL and each AGL shareholder Announcement 14 September 2015 Date APPF Means the Aspen Parks Property Fund comprising Aspen Parks Property Management Limited (ACN: 096 790 331) and Aspen Funds Management Limited (ABN: 48 104 322 278) as responsible entity of Aspen Parks Property Trust (ARSN: 108 328 669). APPML and APPT are stapled together to form APPF APPF BC The committee of APPF Directors comprising Mr Clive Appleton, Mr Reg Gillard and former director Hugh Martin, which has been established to represent the interests of APPF securityholders when assessing the commercial terms of the Merger, and to assess the merit of alternative proposals APPF security An existing stapled security in APPF, comprising one APPML share and one APPT unit APPF The holder of an APPF security securityholder APPML Scheme A scheme of arrangement under Part 5.1 of the Corporations Act between APPML and each APPML shareholder. Aspen Group Aspen Group Limited (ABN 50 004 160 927) including any of its Subsidiaries or Controlled Entities Aspen Group An existing stapled security in Aspen Group, comprising one AGL share and one APT unit security Aspen Group The holder of an Aspen Group security securityholder Aspen Group BC Mr Frank Zipfinger, Mr Guy Farrands, Mr John Carter and Mr Clem Salwin A-REIT Australian Real Estate Investment Trust A-REIT Index S&P/ASX 300 A-REIT Index ASIC Australian Securities and Investments Commission ASX ASX Limited (ABN 98 008 624 691) or Australian Securities Exchange, as the context requires ATO Australian Taxation Office Cash Option The option by APPF securityholders to receive $0.52 per APPF security rather than Merged Group securities, subject to an overall cap of $35 million and pro-rata scale back CGT Capital gains tax Corporations Act or Corporations Act 2001 (Cth) the Act Discovery Discovery Parks Group Discovery Proposal Offer by Discovery Parks Group to acquire between 15% and 19.9% of APPF securities from certain APPF securityholders for $0.55 per APPF security Explanatory The explanatory memorandum in respect of the Proposed Merger, dated [xx] Memorandum ICR Interest coverage ratio LVR Loan to value ratio Merged Group The group that will result from combining APPF and Aspen Group 87 2015 KPMG Financial Advisory Services (Australia) Pty Ltd is affiliated with KPMG. KPMG is an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. The KPMG name, logo and ‘cutting through complexity’ are registered trademarks or trademarks of KPMG International

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ABCD Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015 Abbreviation Description Merged Group Consists of one APPML share, one AGL share, one APPT unit and one APT unit securities Merger The agreement dated 14 September 2015 entered into between APPML, AGL and AFML Implementation (in its capacities as responsible entity of APT and APPT), which regulates the basis on Deed which the Merger will be implemented Merger Ratio 0.386 Merged Group securities for each APPF security NAV Net asset value NTA Net tangible assets Merger of Aspen Group and APPF by way of two court approved Schemes of Proposed Merger Arrangement Record Date 7.00pm (Sydney time) on 8 December 2015 being the date and time which determines the entitlements of APPF securityholders and Aspen Group securityholders to participate in the Merger and receive Merger Consideration. REIT Real Estate Investment Trust Schemes of each of the AGL Scheme and APPML Scheme Arrangement Scrip and Cash A combination of the Scrip Option and the Cash Option Option Scrip Option 0.386 Merged Group securities for each APPF security Securityholder The APPF Securityholder Information Booklet or the Aspen Group Securityholder Booklets Information Booklet (as applicable) VWAP Volume weighted average price WACR Weighted average capitalisation rate WALE Weighted average lease term to expiry 88 2015 KPMG Financial Advisory Services (Australia) Pty Ltd is affiliated with KPMG. KPMG is an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. The KPMG name, logo and ‘cutting through complexity’ i t d t d k t d k f KPMG I t ti l

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum ABCD Aspen Group and Aspen Parks Property Fund Independent Expert’s Report 22 October 2015 PART TWO – FINANCIAL SERVICES GUIDE Dated 22 October 2015 What is a Financial Services Guide (FSG)? This FSG is designed to help you to decide whether to use any of the general financial product advice provided by KPMG Financial Advisory Services (Australia) Pty Ltd ABN 43 007 363 215 , Australian Financial Services Licence Number 246901 (of which KPMG Corporate Finance is a division) (KPMG Corporate Finance) and Ian Jedlin as an authorised representative of KPMG Corporate Finance, authorised representative number 404177 and Jason Hughes as an authorised representative of KPMG Corporate Finance, authorised representative number 404183 (Authorised Representative) . This FSG includes information about:  KPMG Corporate Finance and its Authorised Representative and how they can be contacted  the services KPMG Corporate Finance and its Authorised Representative are authorised to provide  how KPMG Corporate Finance and its Authorised Representative are paid  any relevant associations or relationships of KPMG Corporate Finance and its Authorised Representative  how complaints are dealt with as well as information about internal and external dispute resolution systems and how you can access them; and the compensation arrangements that KPMG Corporate Finance has in place. The distribution of this FSG by the Authorised Representative has been authorised by KPMG Corporate Finance. This FSG forms part of an Independent Expert’s Report (Report) which has been prepared for inclusion in a disclosure document or, if you are offered a financial product for issue or sale, a Product Disclosure Statement (PDS). The purpose of the disclosure document or PDS is to help you make an informed decision in relation to a financial product. The contents of the disclosure document or PDS, as relevant, will include details such as the risks, benefits and costs of acquiring the particular financial product. Financial services that KPMG Corporate Finance and You have not engaged KPMG Corporate Finance or the the Authorised Representative are authorised to Authorised Representative directly but have received a provide copy of the Report because you have been provided with a copy of the Document. Neither KPMG Corporate Finance KPMG Corporate Finance holds an Australian Financial nor the Authorised Representative are acting for any Services Licence, which authorises it to provide, amongst person other than the Client. other services, financial product advice for the following KPMG Corporate Finance and the Authorised  classes of financial products:  derivatives;foreign exchange contracts;deposit and non-cash payment products; Representative are responsible and accountable to you for ensuring that there is a reasonable basis for the conclusions in the Report.  government debentures, stocks or bonds; General Advice  interests in managed investment schemes including investor directed portfolio services; As KPMG Corporate Finance has been engaged by the  securities; Client, the Report only contains general advice as it has  superannuation; been prepared without taking into account your personal  carbon units; objectives, financial situation or needs.  Australian carbon credit units; and You should consider the appropriateness of the general  eligible international emissions units, advice in the Report having regard to your circumstances to retail and wholesale clients. We provide financial before you act on the general advice contained in the product advice when engaged to prepare a report in Report. relation to a transaction relating to one of these types of You should also consider the other parts of the Document financial products. The Authorised Representative is before making any decision in relation to the Transaction. authorised by KPMG Corporate Finance to provide Fees KPMG Corporate Finance may receive and financial product advice on KPMG Corporate Finance's remuneration or other benefits received by our behalf. representatives KPMG Corporate Finance and the Authorised KPMG Corporate Finance charges fees for preparing Representative's responsibility to you reports. These fees will usually be agreed with, and paid KPMG Corporate Finance has been engaged by Aspen by, the Client. Fees are agreed on either a fixed fee or a Group and APPF (Client) to provide general financial time cost basis. In this instance, the Client has agreed to product advice in the form of a Report to be included in pay KPMG Corporate Finance $250,000 for preparing the an Explanatory Memorandum (Document) prepared by Report. KPMG Corporate Finance and its officers, the Client in relation to the Proposed Merger representatives, related entities and associates will not (Transaction). receive any other fee or benefit in connection with the provision of the Report. 89

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Aspen Group and Aspen Parks Property Fund

Independent Expert’s Report 22 October 2015

22 October 2015 KPMG Corporate Finance officers and representatives Written complaints are recorded, acknowledged within 5 (including the Authorised Representative) receive a salary days and investigated. As soon as practical, and not more or a partnership distribution from KPMG’s Australian than 45 days after receiving the written complaint, the professional advisory and accounting practice (the KPMG response to your complaint will be advised in writing. Partnership). KPMG Corporate Finance's representatives External complaints resolution process (including the Authorised Representative) are eligible for bonuses based on overall productivity. Bonuses and other If KPMG Corporate Finance or the Authorised remuneration and benefits are not provided directly in Representative cannot resolve your complaint to your connection with any engagement for the provision of satisfaction within 45 days, you can refer the matter to the general financial product advice in the Report. Financial Ombudsman Service (FOS). FOS is an Further details may be provided on request. independent company that has been established to provide free advice and assistance to consumers to help in Referrals resolving complaints relating to the financial services industry. Neither KPMG Corporate Finance nor the Authorised Further details about FOS are available at the FOS Representative pay commissions or provide any other website www.fos.org.au or by contacting them directly at: benefits to any person for referring customers to them in Address: Financial Ombudsman Service Limited, connection with a Report. GPO Box 3, Melbourne Victoria 3001 Associations and relationships Telephone: 1300 78 08 08 Facsimile: (03) 9613 6399 Through a variety of corporate and trust structures KPMG Email: info@fos.org.au. Corporate Finance is controlled by and operates as part of the KPMG Partnership. KPMG Corporate Finance's The Australian Securities and Investments Commission directors and Authorised Representatives may be partners also has a freecall infoline on 1300 300 630 which you in the KPMG Partnership. The Authorised Representative may use to obtain information about your rights. is a partner in the KPMG Partnership. The financial product advice in the Report is provided by KPMG Compensation arrangements Corporate Finance and the Authorised Representative and KPMG Corporate Finance has professional indemnity not by the KPMG Partnership. insurance cover as required by the Corporations Act From time to time KPMG Corporate Finance, the KPMG 2001(Cth). Partnership and related entities (KPMG entities) may provide professional services, including audit, tax and Contact Details financial advisory services, to companies and issuers of financial products in the ordinary course of their You may contact KPMG Corporate Finance or the businesses. Authorised Representative using the contact details: KPMG entities have provided, and continue to provide, a range of audit, tax and advisory services to the Client for KPMG Corporate Finance which professional fees are received. Over the past two A division of KPMG Financial Advisory Services years, professional fees in the order of $1.6 million have (Australia) Pty Ltd been received from the Client. None of those services 10 Shelley St have related to the Transaction or alternatives to the Sydney NSW 2000 Transaction, or to a valuation of the underlying properties of the Client. PO Box H67 No individual involved in the preparation of this Report Australia Square holds a substantial interest in, or is a substantial creditor NSW 1213 of, the Client or has other material financial interests in Telephone: (02) 9335 7000 the transaction. Facsimile: (02) 9335 7200 Complaints resolution Ian Jedlin Jason Hughes Internal complaints resolution process C/O KPMG If you have a complaint, please let either KPMG PO Box H67 Corporate Finance or the Authorised Representative Australia Square know. Formal complaints should be sent in writing to NSW 1213 The Complaints Officer, KPMG, PO Box H67, Australia Telephone: (02) 9335 7000 Square, Sydney NSW 1213. If you have difficulty in Facsimile: (02) 9335 7000 putting your complaint in writing, please telephone the Complaints Officer on 02 9335 7000 and they will assist you in documenting your complaint. 90 2015 KPMG Financial Advisory Services (Australia) Pty Ltd is affiliated with KPMG. KPMG is an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. The KPMG name, logo and ‘cutting through complexity’ i t d t d k t d k f KPMG I t ti l

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

Annexure B Investigating Accountant’s Report

The Directors The Directors Aspen Group Limited Aspen Funds Management Limited Level 18, 9 Hunter Street (as responsible entity of Aspen Property Trust) Sydney NSW 2000 Level 18, 9 Hunter Street Sydney NSW 2000 The Directors The Directors Aspen Parks Property Management Ltd Aspen Funds Management Limited Level 18, 9 Hunter Street (as responsible entity of Aspen Parks Property Trust) Sydney NSW 2000 Level 18, 9 Hunter Street Sydney NSW 2000 19 October 2015 Dear Directors Investigating Accountant’s Report Independent Limited Assurance Report on the Merged Group’s pro forma historical and forecast financial information and Financial Services Guide We have been engaged by Aspen Parks Property Management Ltd (APPML) and Aspen Funds Management Limited (as responsible entity of Aspen Parks Property Trust) (the APPT RE) (together APPF) and Aspen Group Limited (AGL) and Aspen Funds Management Limited (as responsible entity of Aspen Property Trust) (the APT RE) (together APZ) to report on the pro forma historical income and cash flow statements for the year ending 30 June 2015, pro forma consolidated statement of financial position as at 30 June 2015 and the pro forma forecast income statement for the year ending 30 June 2016 of APPF, APZ and the Merged Group (as described below), for inclusion in the Explanatory Memorandum dated on or about 19 October 2015. The Merged Group is the combined entity that will result from the implementation of a proposed transaction under which the stapled securities of APPF, each stapled security comprising one share in APPML and one unit in Aspen Parks Property Trust, will be stapled to the stapled securities of APZ, a listed stapled group comprising AGL and Aspen Property Trust, with participating APPF stapled securityholders able to elect to have their new quadruple stapled securities bought back for cash (subject to a cap and pro rata scale-back). Expressions and terms defined in the Explanatory Memorandum have the same meaning in this report. The nature of this report is such that it can only be issued by an entity which holds an Australian financial services licence under the Corporations Act 2001 (Cth) (Corporations Act). PricewaterhouseCoopers Securities Ltd, which is wholly owned by PricewaterhouseCoopers, holds the appropriate Australian financial services licence under the Corporations Act. This report is both an Investigating Accountant’s Report, the scope of which is set out below, and a Financial Services Guide, as attached at Appendix A.

PricewaterhouseCoopers Securities Ltd, ACN 003 311 617, ABN 54 003 311 617, Holder of Australian Financial Services Licence No 244572 Darling Park Tower 2, 201 Sussex Street, GPO BOX 2650, SYDNEY NSW 1171 T +61 2 8266 0000, F +61 2 8266 9999, www.pwc.com.au

Scope You have requested PricewaterhouseCoopers Securities Ltd review the following financial information included in the Explanatory Memorandum: Pro Forma Historical Financial Information • the pro forma historical income and cash flow statements of APPF, APZ and the Merged Group for the year ending 30 June 2015; and • the pro forma consolidated statement of financial position of APPF, APZ and the Merged Group as at 30 June 2015, (together, the Pro Forma Historical Financial Information). The Pro Forma Historical Financial Information has been derived from the historical financial information of APPF and APZ, after adjusting for the effects of pro forma adjustments described in section 8 of the Explanatory Memorandum. The stated basis of preparation is the recognition and measurement principles contained in Australian Accounting Standards and the accounting policies detailed in section 8 of the Explanatory Memorandum applied to the historical financial information and the events or transactions to which the pro forma adjustments relate, as described in section 8 of the Explanatory Memorandum, as if those events or transactions had occurred as at the date of the historical financial information. Due to its nature, the Pro Forma Historical Financial Information does not represent the actual or prospective statement of financial position of APPF, APZ or the Merged Group as at 30 June 2015. Pro Forma Forecast • the pro forma forecast income statement of APPF, APZ and the Merged Group for the year ending 30 June 2016, described in section 8 of the Explanatory Memorandum (Pro Forma Forecast). The Pro Forma Forecast has been derived from individual forecasts for APZ and APPF, after adjusting for the effects of the pro forma adjustments described in section 8 of the Explanatory Memorandum. The stated basis of preparation used in the preparation of the Pro Forma Forecast is the recognition and measurement principles contained in Australian Accounting Standards detailed in section 8 of the Explanatory Memorandum applied to the forecast and the events or transactions to which the pro forma adjustments relate, as described in section 8 of the Explanatory Memorandum, as if those events or transactions had occurred as at 1 July 2015. Due to its nature, the Pro Forma Forecast does not represent the actual or prospective underlying earnings for APPF, APZ or the Merged Group for the year ending 30 June 2016. Responsibility for Pro Forma information As described in the Responsibility Statement set out in the Disclaimer and Important Notices section of the Explanatory Memorandum: • the directors of APPML and the APPT RE have provided, and are responsible for, the financial information concerning APPF included in the Pro Forma Historical Financial Information and Pro Forma Forecast, or upon which that information is based, and • the directors of AGL and the APT RE have provided, and are responsible for, the

• the directors of AGL and the APT RE have provided, and are responsible for, the financial information concerning APZ included in the Pro Forma Historical Financial Information and Pro Forma Forecast, or upon which that information is based.

• Subject to the above paragraph, APPML and the APPT RE and AGL and the APT RE are:

• individually responsible for the preparation of their respective Pro Forma Historical Financial Information, including its basis of preparation and the selection and

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum determination of pro forma adjustments included in the Pro Forma Historical Financial Information, and • jointly responsible for the preparation of the Pro Forma Forecast, including its basis of preparation and the selection and determination of the pro forma adjustments included in the Pro Forma Forecast. This includes responsibility for compliance with applicable laws and regulations and for such internal controls as the directors determine are necessary to enable the preparation of pro forma historical financial information and a pro forma forecast that are free from material misstatement. Our responsibility Our responsibility is to express a limited assurance conclusion on the Pro Forma Historical Financial Information and Pro Forma Forecast, the best-estimate assumptions underlying the Pro Forma Forecast and the reasonableness of the Pro Forma Forecast, based on our review. We have conducted our engagement in accordance with the Standard on Assurance Engagement ASAE 3450 Assurance Engagements involving Corporate Fundraisings and/or Prospective Financial Information. A review consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain reasonable assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Our engagement did not involve updating or re-issuing any previously issued audit or review report on any financial information used as a source of the financial information. Conclusions Pro Forma Historical Financial Information Based on our review, which is not an audit, nothing has come to our attention that causes us to believe that the Pro Forma Historical Financial Information as described in section 8 of the Explanatory Memorandum, and comprising the pro forma historical income and cash flow statements of APPF, APZ and the Merged Group for the year ending 30 June 2015 and the pro forma consolidated statement of financial position of APPF, APZ and the Merged Group as at 30 June 2015 is not presented fairly, in all material respects, in accordance with the stated basis of preparation, as described in section 8 of the Explanatory Memorandum being the recognition and measurement principles contained in Australian Accounting Standards and the accounting policies detailed in section 8 applied to the historical financial information and the events or transactions to which the pro forma adjustments relate, as described in section 8 of the Explanatory Memorandum, as if those events or transactions had occurred as at the date of the historical financial information. Pro Forma Forecast Based on our review, which is not an audit, nothing has come to our attention that causes us to believe that:

• the directors’ best-estimate assumptions used in the preparation of the pro forma forecast income statement of APPF, APZ and the Merged Group for the year ending 30 June 2016 do not provide reasonable grounds for the Pro Forma Forecast; and

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• in all material respects, the Pro Forma Forecast: – is not properly prepared on the basis of the directors’ best-estimate assumptions, as described in section 8 of the Explanatory Memorandum; and – is not presented fairly in accordance with the stated basis of preparation, being the recognition and measurement principles contained in Australian Accounting Standards and the accounting policies detailed in section 8 of the Explanatory Memorandum, applied to the forecast and the pro forma adjustments as if those adjustments had occurred as at the date of the forecast; and • the Pro Forma Forecast itself is unreasonable. The Pro Forma Forecast has been prepared by management and adopted by the directors in order to provide securityholders and prospective investors with a guide to the potential earnings and distributions of APPF, APZ and the Merged Group for the year ending 30 June 2016. There is a considerable degree of subjective judgment involved in preparing forecasts since they relate to events and transactions that have not yet occurred and may not occur. Actual results are likely to be different from the Pro Forma Forecast since anticipated events or transactions frequently do not occur as expected and the variation may be material. The directors’ best-estimate assumptions on which the Pro Forma Forecast is based relate to future events and/or transactions that management expect to occur and actions that management expect to take and are also subject to uncertainties and contingencies, which are often outside the control of the APPF, APZ and the Merged Group. Evidence may be available to support the directors’ best-estimate assumptions on which the Pro Forma Forecast is based; however such evidence is generally futureoriented and therefore speculative in nature. We are therefore not in a position to express a reasonable assurance conclusion on those best-estimate assumptions, and accordingly, provide a lesser level of assurance on the reasonableness of the directors’ best-estimate assumptions. The limited assurance conclusion expressed in this report has been formed on the above basis. Securityholders and prospective investors should be aware of the material risks and uncertainties in relation to an investment in the Merged Group, which are detailed in the Explanatory Memorandum, and the inherent uncertainty relating to the Pro Forma Forecast. Accordingly, prospective investors should have regard to the investment risks and sensitivities as described in sections 8 and 9 of the Explanatory Memorandum. The sensitivity analysis described in section 8 of the Explanatory Memorandum demonstrates the impact on the Pro Forma Forecast of changes in key best-estimate assumptions. We express no opinion as to whether the Pro Forma Forecast will be achieved. The Pro Forma Forecast has been prepared by the directors for the purpose of inclusion in the Explanatory Memorandum. We disclaim any assumption of responsibility for any reliance on this report, or on the Pro Forma Forecast to which it relates, for any purpose other than that for which it was prepared. We have assumed, and relied on representations from certain members of management of APPML, the APPT RE, AGL and the APT RE, that all material information concerning the prospects and proposed operations of APPF, APZ and the Merged Group has been disclosed to us and that the information provided to us for the purpose of our work is true, complete and accurate in all respects. We have no reason to believe that those representations are false.

Notice to investors outside Australia

Under the terms of our engagement this report has been prepared solely to comply with Australian Auditing Standards applicable to review engagements.

This report does not constitute an offer to sell, or a solicitation of an offer to buy, any securities. We do not hold any financial services licence or other licence outside Australia. We are not recommending or making any representation as to suitability of any investment to any person.

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

Restriction on Use Without modifying our conclusions, we draw attention to section 8 of the Explanatory Memorandum, which describes the purpose of the financial information, being for inclusion in the Explanatory Memorandum. As a result, the financial information may not be suitable for use for another purpose. Consent PricewaterhouseCoopers Securities Ltd has consented to the inclusion of this assurance report in the public document in the form and context in which it is included. Liability The liability of PricewaterhouseCoopers Securities Ltd is limited to the inclusion of this report in the Explanatory Memorandum. PricewaterhouseCoopers Securities Ltd makes no representation regarding, and has no liability for, any other statements or other material in, or omissions from the Explanatory Memorandum. Independence or Disclosure of Interest PricewaterhouseCoopers Securities Ltd does not have any interest in the outcome of this transaction other than the preparation of this report and participation in due diligence procedures for which normal professional fees will be received. Financial Services Guide We have included our Financial Services Guide as Appendix A to our report. The Financial Services Guide is designed to assist retail clients in their use of any general financial product advice in our report. Yours faithfully Mark Haberlin Authorised Representative

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PricewaterhouseCoopers Securities Ltd Financial Services Guide This Financial Services Guide is dated 19 October 2015 1. About us 5. Fees, commissions and other PricewaterhouseCoopers Securities Ltd (ABN benefits we may receive 54 003 311 617, Australian Financial Services Licence PwC Securities charges fees to produce reports, no 244572) (PwC Securities) has been engaged by including this Report. These fees are negotiated and Aspen Parks Property Management Ltd (APPML) and agreed with the entity who engages PwC Securities to Aspen Funds Management Ltd (as responsible entity of provide a report. Fees are charged on an hourly basis Aspen Parks Property Trust) (the APPT RE) (together or as a fixed amount depending on the terms of the APPF) and Aspen Group Limited (AGL) and Aspen agreement with the person who engages us. In the Funds Management Ltd (as responsible entity of Aspen preparation of this Report our fees are charged on an Property Trust) (the APT RE) (together APZ) to provide hourly basis and as at the date of this Report amount an independent limited assurance report (Report) to $140,000. on the financial information comprising the Pro Forma Directors or employees of PwC Securities, Historical Financial Information as at 30 June 2015 and PricewaterhouseCoopers, or other associated entities, the Pro Forma Forecast for the year ending 30 June 2016 may receive partnership distributions, salary or wages included in Section 8 of the Explanatory Memorandum to from PricewaterhouseCoopers. be dated on or about 19 October 2015. You have not engaged us directly but have been provided 6. Associations with issuers with a copy of the Report as a retail client because of your of financial products connection to the matters set out in the Report. PwC Securities and its authorised representatives, employees and associates may from time to time have 2. This Financial Services Guide relationships with the issuers of financial products. This Financial Services Guide (FSG) is designed to assist For example, PricewaterhouseCoopers may be the retail clients in their use of any general financial product auditor of, or provide financial services to, the issuer advice contained in the Report. This FSG contains of a financial product and PwC Securities may provide information about PwC Securities generally, the financial financial services to the issuer of a financial product in the services we are licensed to provide, the remuneration ordinary course of its business. PricewaterhouseCoopers we may receive in connection with the preparation of the is the auditor of APPF and APZ. Report, and how complaints against us will be dealt with. 7. Complaints 3. Financial services we are licensed to provide If you have a complaint, please raise it with us first, using Our Australian financial services licence allows us to the contact details listed below. We will endeavour to provide a broad range of services, including providing satisfactorily resolve your complaint in a timely manner. financial product advice in relation to various financial In addition, a copy of our internal complaints handling products such as securities, interests in managed procedure is available upon request. investment schemes, derivatives, superannuation If we are not able to resolve your complaint to your products, foreign exchange contracts, insurance satisfaction within 45 days of your written notification, products, life products, managed investment schemes, you are entitled to have your matter referred to the government debentures, stocks or bonds, and deposit Financial Ombudsman Service (“FOS”), an external products. complaints resolution service. FOS can be contacted by calling 1300 780 808. You will not be charged for using 4. General financial product advice the FOS service. The Report contains only general financial product advice. It was prepared without taking into account your 8. Contact Details personal objectives, financial situation or needs.

PwC Securities can be contacted by sending a letter to the following address:

You should consider your own objectives, financial situation and needs when assessing the suitability of the Report to your situation. You may wish to obtain personal financial product advice from the holder of an Australian Financial Services Licence to assist you in this assessment.

Mark Haberlin PricewaterhouseCoopers Securities Ltd 201 Sussex Street, Sydney, NSW, 2000

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

Annexure C Taxation Report

20 October 2015 The Directors The Directors Aspen Group Limited Aspen Parks Property Management Ltd Level 18 Level 18 9 Hunter Street 9 Hunter Street Sydney NSW 2000 Sydney NSW 2000 The Directors The Directors Aspen Funds Management Limited, in its capacity Aspen Funds Management Limited in its capacity as responsible entity of Aspen Property Trust as responsible entity of Aspen Parks Property Trust Level 18 Level 18 9 Hunter Street 9 Hunter Street Sydney NSW 2000 Sydney NSW 2000 Dear Directors Proposal for a merger of the Aspen Group (comprising Aspen Group Limited and Aspen Property Trust) and the Aspen Parks Property Fund (comprised of Aspen Parks Property Trust and Aspen Parks Property Management Ltd) We have been instructed by the Aspen Group (“ Aspen Group ”) (comprising Aspen Group Limited (“ AGL ”) and Aspen Property Trust (“ APT ”) and subsidiaries) and the Aspen Parks Property Fund (“ APPF ”) (comprising Aspen Parks Property Management Ltd (“ APPML ”) and Aspen Parks Property Trust (“ APPT ”) and subsidiaries) to prepare this letter to be included in the Explanatory Memorandum. Capitalised terms not otherwise defined in this letter have the meaning given in the Explanatory Memorandum. 1 Scope This letter addresses the Australian income tax, stamp duty and goods and services tax (“ GST ”) implications of the Merger for securityholders of APT, AGL, APPT and APPML that participate in the Merger (referred to as “ Eligible Securityholders ” in this letter). This letter deals only with the taxation implications relevant to Eligible Securityholders who hold (or will hold) Securities

This letter deals only with the taxation implications relevant to Eligible Securityholders who hold (or will hold) their APT units, AGL shares, APPT units and APPML shares (together, the “ Securities ”) on capital account for income tax purposes. This letter does not apply to Eligible Securityholders who:

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Aspen Group Limited and others
• carry on a business of trading in shares or other securities;
• hold (or will hold) their Securities on revenue account for income tax purposes; or
• are subject to the Taxation of Financial Arrangements rules in Division 230 of the lncome Tax
Assessment Act 1997 (Cth) in respect of their Securities.
The information in this letter is general in nature and is based on the law in force in Australia at the time of
issue of this Explanatory Memorandum. The precise taxation implications will depend upon each Eligible
Securityholder's specific circumstances.
Accordingly, all persons should seek their own independent taxation advice before reaching conclusions as
to the possible taxation consequences of the Merger.
The comments in this section are generally directed at Eligible Securityholders who are Australian residents
and who acquired, or are taken to have acquired, their Securities after 19 September 1985 (i.e. post-CGT
assets). Where relevant, specific comments have been made regarding Eligible Securityholders who are not
Australian residents.
For the purposes of the discussion below, notwithstanding that each Security is stapled to another, they are
treated as separate assets for tax purposes.
2 Merger Stages
It is proposed that the Merger will be implemented in seven main stages (each a “ Stage ”), which are
described in detail in the Explanatory Memorandum. A summary of the stages is set out below:
Preliminary stage (Stage 1) – will involve all of the entities to be included within the Merged Group being
listed, all of their respective Securities being quoted on a deferred settlement basis and the Securities of
Ineligible Foreign Securityholders being transferred to the Sale Nominee (to be sold in the Sale Facility
following completion of the buy-back stage – see below);
Capital re-weighting stage (Stage 2) – will involve AFML, as responsible entity of APT, undertaking a
distribution of capital from APT which will be compulsorily applied by AFML as agent for the APT unitholders
as an additional capital payment in respect of their existing AGL stapled shares. The aggregate amount of
the capital distributions and contributions of $70 million results in AGL’s capital increasing, and APT’s capital
decreasing, by that amount;
In-specie capital distribution stage (Stage 3) – will involve an in-specie distribution by AGL of its interest
(both direct and indirect) in APPF to AGL members (as a return of capital by AGL));
Capital return stage (Stage 4) – will involve each of APPF and Aspen Group returning capital to their
respective Securityholders by way of a capital reduction;
• AGL makes a capital return to its members to be implemented by way of an pro=rata equal capital
reduction and APT makes a capital return to its unit holders; and
Superseded Draft Disclosure Document
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Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

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Aspen Group Limited and others
• APPML effects a capital return to its members to be implemented by way of a pro-rata equal capital
reduction and APPT effects a capital return to its unit holders.
Merger stage (Stage 5) – will involve:
• APPF securityholders applying the capital return received in the capital return stage (Stage 4) to
subscribe for Aspen Group securities at a market price;
• Aspen Group securityholders applying the capital return received in the capital return stage to
subscribe for APPF securities at a market price;
• the number of AGL shares, APPML shares, APT units and APPT units on issue are consolidated in
accordance with the agreed merger values so that there is an equal number of each on issue; and
• the stapling of AGL shares, APT units, APPML shares and APPT units;
Buy-back stage (Stage 6) – will involve the buy-back of Merged Group Securities (comprising a selective
buy-back of AGL and APPML shares and a buy-back and redemption of APT and APPT units) from those
participating APPF securityholders who have elected the Cash Option, subject to the cap and pro rata scale
back; and
Sale Facility stage (Stage 7) – will involve the transfer to the Sale Nominee of any Merged Group Securities
which APPF securityholders have elected should participate in the Sale Facility, pursuant to a scale back of
the $35 million Cash Offer. The Sale Nominee will then sell those Merged Group Securities on market
together with the Merged Group Securities received in respect of the Securities of Ineligible Foreign
Securityholders and remit the proceeds to the respective securityholders.
3 Overview of key Australian tax issues
Income Tax
3.1 Preliminary Stage (Stage 1) and Sale Facility for Ineligible Foreign Securityholders (Stage 7) :
There will be no income tax, GST or stamp duty consequences for securityholders of the listing of
the entities comprising the Merged Group on the ASX.
There will be CGT consequences for foreign securityholders that are non-residents (depending on
their cost base in the Securities and the sale proceeds received), but they may be eligible for an
exemption from CGT if they do not hold their Securities through an Australian permanent
establishment (“ PE ”) and do not hold an interest of 10% or more in the Aspen Group or APPF
Securities.
3.2 Capital re-weighting stage (Stage 2) :
The amount of the capital distribution for APT units will generally reduce your CGT cost base in the
units. lf your CGT cost base in your APT units is nil or is less than the amount of the capital
distribution per unit, you will make a capital gain that may be eligible for the CGT discount.
Superseded Draft Disclosure Document
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Aspen Group Limited and others Under the capital reallocation, your cost base in your existing AGL shares should be increased by the capital contribution per AGL share. Since no new shares will be issued by AGL, this will increase your cost base in your existing AGL shares. 3.3 In-specie capital distribution (Stage 3) : Your cost base in your AGL shares will be reduced by the market value of the APPF Securities that you receive per share (as a return of capital). lf your CGT cost base in your AGL shares is nil or is less than the market value of the APPF Securities that you receive per unit, you will make a capital gain that may be eligible for the CGT discount. Your cost base in the APPF Securities that you receive will be equal to the market value of those Securities at the time of the in-specie distribution. 3.4 Capital return (Stage 4) : The amount of the capital distribution per Security will generally reduce your cost base per Security. lf the CGT cost base in your Securities is nil or is less than the amount of the capital distribution per Security, you will make a capital gain that may be eligible for the CGT discount. 3.5 Merger (Stage 5) : Subscription for Securities APPF securityholders will acquire the Aspen Group securities for a cost base equal to the market price. Similarly Aspen Group securityholders will acquire APPF securities for a cost base equal to the market price. Consolidation of Securities This is not a taxable event but you will be required to adjust the cost base of the consolidated Security so that each element of the cost base and reduced cost base of the new consolidated Security will be equal to the sum of the corresponding elements of each original Security. For CGT purposes (including for the purposes of determining eligibility for the CGT discount concession on a subsequent capital gain), your consolidated Securities will be taken to have been acquired on the same date as your corresponding original Securities to which they relate. Stapling of Securities The stapling of AGL shares, APT units, APPML shares and APPT units should have no tax effect.

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Aspen Group and Aspen Parks Property Fund Explanatory Memorandum Aspen Group Limited and others 3.6 Buy-back (Stage 6) and Sale Facility for APPF securityholders (Stage 7): Buy back Broadly, you will be subject to CGT in connection with the buy-back of each Security if your cost base in each Security (as adjusted in the earlier Stages) is nil or is less than the capital proceeds you receive in connection with the buy-back of each Security. The cash received for the Buy Back will need to be apportioned on a reasonable basis to each separate Security subject to the Buy-back. The amount allocated in the Explanatory Memorandum sets out the basis for the allocation. APPF Securityholder Sale Facility There will be CGT consequences for you (depending on your cost base in the Securities and the sale proceeds received) on the disposal of your Securities. The tax consequences of each individual security disposed of will need to be determined separately (that is, the cost base and consideration received will need to be worked out separately for each Security). Cost bases at the time of this step Your cost base for CGT purposes of the following Securities at the time of this Stage will be as follows: • for APPML and APPT securities, your original cost base for CGT purposes in the Securities prior to the Implementation Date, as adjusted pursuant to each relevant Stage discussed above; • for each AGL share, the amount used to subscribe for the share at Stage 5; and • for each APT unit, the amount used to subscribe for each unit at Stage 5. The CGT discount will not be available in respect of any gain on sale of the Aspen Group Securities because you would not have held these Securities for more than 12 months. For APPF securities, if these Securities were originally acquired at least 12 months prior to the sale, they may qualify for CGT discount treatment. 3.7 Summary of cost base adjustments for each Stage of the Merger ln summary, the key Australian tax outcomes arising from the Merger for Australian resident Eligible Securityholders relate to the cost bases you will have in the Securities (or potential capital gains that may be realised, depending on the Securityholders circumstances), as summarised below: Page 5

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Su	Aspen GroupLimited and others Securities Cost base adjustments – Securities held by Original Securityholders that participate in the Merger Cost base adjustments – Securities acquired by Eligible Securityholders under the Merger AGL shares Current cost base per AGL share is: • increased by the capital contribution At Stage 2; • reduced by the market value of the APPF Securities distributed to an AGL shareholder per share at Stage 3; • further reduced by the amount of the capital return at Stage 4; and • adjusted as a result of the consolidation of Securities at Stage 5 such that the cost base of the new consolidated AGL shares will be equal to the sum of the cost bases of the original AGL shares that correspond to the consolidated security. Cost base per AGL share acquired by APPF securityholders at Stage 5 will be adjusted for CGT purposes as a result of the consolidation of Securities at Stage 5 such that the cost base of the new consolidated AGL share will be equal to the sum of the cost bases of the original AGL shares acquired at Stage 5. APT units Current cost base per APT unit is: • reduced by the capital distributions at Stage 2; • further reduced by the amount of the capital at Stage 4; and • adjusted as a result of the consolidation of Securities at Stage 5 such that the cost base of the new consolidated APT units will be equal to the sum of the cost bases of the original APT units that correspond to the consolidated security. Cost base per APT unit acquired by APPF securityholders at Stage 5 will be adjusted for CGT purposes as a result of the consolidation of Securities at Stage 5 such that the cost base of the new consolidated APT unit will be equal to the sum of the cost bases of the original APT units acquired at Stage 5. APPML shares Current cost base per APPML share is: • reduced by the amount of the capital return at Stage 4; and • adjusted as a result of the consolidation of Securities at Stage 5 such that the Cost base per APPML share acquired by Aspen Group securityholders at Stage 5 will be adjusted for CGT purposes as a result of the consolidation of Securities at Stage 5 such perseded Draft Disclosure Document
	Page 6

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Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

Aspen Group Limited and others Securities Cost base adjustments – Securities held by Cost base adjustments – Original Securityholders that participate in Securities acquired by the Merger Eligible Securityholders under the Merger cost base of the new consolidated that the cost base of the new APPML shares will be equal to the sum consolidated APPML share of the cost bases of the original APPML will be equal to the sum of the shares that correspond to the cost bases of the original consolidated security. APPML share acquired at Stage 5. APPT units Current cost base per APPT unit is: Cost base per APPT unit acquired by Aspen Group • reduced by the amount of the capital securityholders at Stage 5 will return at Stage 4; and be adjusted as a result of the consolidation of Securities at • adjusted as a result of the consolidation Stage 5 such that the cost of Securities at Stage 5 such that the base of the new consolidated cost base of the new consolidated APPT APPT unit will be equal to the unit will be equal to the sum of the cost sum of the cost bases of the bases of the original APPT units that original APPT units acquired correspond to the consolidated security. at Stage 5. Further information to assist you in determining the cost bases of your Securities will be made available on the Aspen Group website once available. 3.8 GST There is no Australian GST payable in respect of the transactions described above to implement the Merger. 3.9 Stamp duty There should be no stamp duty payable by any Securityholder as a result of the Merger provided no Securityholder (together with its associates) holds an interest in AGL, APT, APPT or APPML before or after the Implementation Date of 90% or more. 4 Other issues

4.1 Provision of Tax File Number and / or Australian Business Number

If do not quote your Tax File Number (" TFN ”) or Australian Business Number (" ABN ") or details of an exemption from quoting your TFN or ABN to AGL, APT, APPML or APPT, these entities may be

Page 7

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Aspen Group Limited and others obliged to withhold amounts from payments made to you at the highest marginal tax rate (plus medicare levy). Under the Merger, Aspen Group securityholders will acquire Securities in APPF and APPF securityholders will acquire Securities in Aspen Group. Specific provisions of the Privacy Act 1988 (Cth) and the Taxation Administration Act 1953 (Cth) prevent these entities from disclosing the TFN of their securityholders to third parties (including each other). Accordingly, if the Merger proceeds, APT, APPT, APPML and AGL will be unable to disclose your TFN to each other without your consent. After approval of the Merger, the relevant entity will send you a form that you can use to consent to each entity providing your TFN or ABN or exemption to each other entity (as appropriate) on your behalf. You are not obliged to provide your TFN or ABN. However, if a securityholder does not provide their TFN or ABN or exemption, tax may be withheld on any distributions to you. However, you may be entitled to claim a credit or refund in respect of the tax withheld in your income tax return. Yours faithfully King & Wood Mallesons

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Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

Annexure D Fees and Other Costs

1 Consumer advisory warning Did you know? Small differences in both investment performance and fees and costs can have a substantial impact on your long term returns. For example, total annual fees and costs of 2% of your fund balance rather than 1% could reduce your final return by up to 20% over a 30 year period (for example, reduce it from A$100,000 to A$80,000). You should consider whether features such as superior investment performance or the provision of better member services justify higher fees and costs. You may be able to negotiate to pay lower contribution fees and management costs where applicable. Ask the fund or your financial adviser. To find out more If you would like to find out more, or see the impact of the fees based on your own circumstances, the Australian Securities and Investments Commission (ASIC) website (www.moneysmart.gov.au) has a managed investment fee calculator to help you check out different fee options. The above standard consumer advisory warning and the following Sections 2 to 4 are disclosures which are required by the Corporations Act to be included in this Explanatory Memorandum. The information in the consumer advisory warning is standard across product disclosure statements and is not specific to information on fees and other costs associated with an investment in APT and APPT. 2 Fees and other costs This section shows fees and other costs that you may be charged in relation to your investment in APT and APPT (together, the Aspen Trusts). These fees and costs may be deducted from your money, from the returns on your investment or from the assets of the Aspen Trusts as a whole. Information about tax is set out in another part of this Explanatory Memorandum. Unless otherwise stated, fees and costs disclosed in this Annexure D are inclusive of GST and net of any reduced input tax credits (to the extent that either is applicable). You should read all of the information about fees and costs because it is important to understand their impact on your investment. For the purposes of this Annexure D, a reference to Aspen Group Responsible Entity is a reference to Aspen Funds Management Limited in its capacities as responsible entity of each of the Aspen Trusts.

Su	TYPE OF FEE OR COST AMOUNT1 HOW AND WHEN PAID
	Fees whenyour moneymoves in or out of the Aspen Trusts
	Establishment fee The fee to openyour investment Nil Not applicable
	Contribution fee The fee on each amount contributed toyour investment Nil Not applicable nt
	Withdrawal fee The fee on each amount you take out ofyour investment Nil Not applicable me
	Termination fee The fee to closeyour investment Nil Not applicable u
	Management costs The fees and costs for managing your investment in the Aspen Trusts c
	Management fee 0.5% per annum of the gross asset value of the Aspen Trusts. Payable monthly in arrears. o
	Ongoing expenses The Aspen Responsible Entity will be reimbursed for its costs relating to the proper performance of its duties in respect of APT and APPT. These costs have been estimated to be 0.2% per annum of the gross asset value of the Aspen Trusts (i.e. $161 for every $50,000 invested in the Aspen Trusts).2 To be reimbursed from the assets of the relevant Aspen Trust when the cost is incurred or when the reimbursement is claimed. sure
	Service fees
	Investment Switching Fee The fee for changinginvestment options Nil Not applicable cl
	1 Including GST less any reduced input tax credits, as applicable. 2 This assumes that the net assets of the Aspen Trusts is $151,345,000, being the combined total pro forma net assets for the Aspen Trusts as at 30 June 2015. For the avoidance of doubt, the expenses set out in this table relate only to the Aspen Trusts and do not include the operating expenses of Aspen Group Limited or Aspen Parks Property Management Ltd. 3 These costs include an amount payable to advisers as described in Section 12.11.5 of the Explanatory Memorandum. 4 Calculated based on the Aspen Trusts’ combined total pro forma gross net assets of $151,345,000 as at 30 June 2015. 3 Example of annual fees and costs for the Aspen Trusts This table gives an example of how the fees and costs associated with the Aspen Trusts can affect your investment in the Aspen Trusts. You should use this table to compare this product with other managed investment products. Example: Annual fees and costs ded Draft Dis
	Example BALANCE OF $50,000 WITH A CONTRIBUTION OF $5,000 DURING THE YEAR1 e
	Contribution fees Nil For everyadditional $5,000youput in,you will be charged nil.
	PLUS Management costs And, for every $50,000 you have in the Aspen Trusts, you will be charged the following amounts during the year. Management fees 0.5% per annum $402 Ongoingexpenses 0.2%per annum $161 per
	EQUALS Cost of your investment If you had an investment of $50,000 at the beginning of the year and put in an additional $5,000 during that year, you would be charged fees of between$563and$619.30depending on the date the additional $5,000 was invested.2
	1 The amounts in this column are calculated based on the Aspen Trusts’ combined total pro forma net assets of $151,345,000 as at 30 June 2015. The fees described in this table are paid by the Aspen Responsible Entity and are not a separate liability of Merged Group Securityholders. 2 The annual management costs are incurred progressively throughout the year and the fees charged would depend on the date the additional investment was made.

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

4 Additional explanation of fees and costs

4.1 Costs of the Merger Transaction costs associated with the Merger in FY16 are estimated to be $7.0 million. These costs will be payable by Aspen Group and APPF. Refer to Section 8.4.3 of the Explanatory Memorandum for more information on the fees and expenses of the Merger. 4.2 Reimbursement of expenses Under the constitution of each Aspen Trust, the Aspen Responsibility Entity is entitled to be reimbursed for expenses it incurs in relation to the proper performance of its duties in respect of the relevant Aspen Trust. The fees and other costs described in this Annexure D relate only to fees attributable to the Aspen Trusts, and do not reflect the operating expenses of Aspen Group Limited or Aspen Parks Property Management Ltd (which will also form part of the Merged Group). These fees and other costs are paid by the relevant Aspen Responsible Entity out of the assets of the relevant Aspen Trust, and are not a separate liability of Merged Group Securityholders. The types of expenses that might be reimbursed include the cost of convening and holding meetings of unitholders, registry expenses, audit expenses, insurance costs, financial institution fees, compliance costs and acquiring, disposing of and dealing with assets. The constitution of each Aspen Trust does not limit the total amount of expenses that the Aspen Responsible Entity may recover.

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Annexure E(1) Scheme of Arrangement

Aspen Group Limited (ABN 50 004 160 927) (“AGL”) Scheme Participants Scheme of Arrangement – Aspen Group Limited This scheme of arrangement is made under section 411 of the Corporations Act 2001 (Cth). Parties AGL and Scheme Participants AGL Name Aspen Group Limited ABN 50 004 160 927 Address Level 18 9 Hunter Street Sydney NSW 2000 Scheme Participants Name Each person registered as a holder of fully paid ordinary shares in AGL on the Record Date.

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

1 Definitions and interpretation

APPT Supplemental Deed means the deed poll amending the constitution of APPT to implement and effect the APPT Trust Scheme.

1.1 Definitions Trust Scheme. APPT Trust Scheme means the arrangement in connection In this Scheme: with the Proposal under which APPT Unitholders are compelled to subscribe for AGL Shares and APT Units, AFML means Aspen Funds Management Limited facilitated by amendments to the APPT Constitution as set (ABN 48 104 322 278). out in the APPT Supplemental Deed. AGL means Aspen Group Limited (ABN 50 004 160 927). APPT Unit means a fully paid ordinary unit in APPT. AGL Constitution means the constitution of AGL as APPT Unitholder means a person who is registered as the amended from time to time. holder of APPT Units. AGL Register means the share register of AGL maintained APT means Aspen Property Trust (ARSN 104 807 767). by or on behalf of AGL in accordance with sections 168 and APT Constitution means the constitution dated 10 May 169 of the Corporations Act. 2003 establishing APT, as amended from time to time. AGL Share means a fully paid ordinary share in AGL. APT Deed Poll means the deed poll executed by APT RE AGL Shareholder means each registered holder of an in favour of AGL Shareholders, APPML Shareholders, and AGL Share participating in the AGL Scheme. APPT Unitholders participating in the Merger Schemes with AGL Deed Poll means the deed poll executed by AGL such amendments as agreed by AGL, APT RE, APPML and in favour of APT Unitholders, APPML Shareholders, and APPT RE and, if necessary, approved by the Court. APPT Unitholders participating in the Merger Schemes, APT RE means AFML in its capacity as responsible entity dated 23 October 2015 with such amendments as agreed of APT. by AGL, APT RE, APPML and APPT RE and, if necessary, APT Supplemental Deed means the deed poll amending approved by the Court. the constitution of APT to facilitate and effect the APT APPML means Aspen Parks Property Management Ltd Trust Scheme. (ABN 91 096 790 331). APT Trust Scheme means the arrangement in connection APPML Constitution means the constitution of APPML, with the Proposal under which APT Unitholders are as amended from time to time. compelled to subscribe for APPT Units and APPML Shares, APPML Deed Poll means the deed poll executed by facilitated by amendments to the APT Constitution as set out APPML in favour of AGL Shareholders, APT Unitholders in the APT Supplemental Deed. and APPT Unitholders participating in the Merger Schemes, APT Unit means a fully paid ordinary unit in APT. dated 23 October 2015 with such amendments as agreed APT Unitholder means a person who is registered as the by AGL, APT RE, APPML and APPT RE and, if necessary, holder of APT Units. approved by the Court. ASIC means the Australian Securities and Investments APPML Register means the share register of APPML Commission. maintained by or on behalf of APPML in accordance with sections 168 and 169 of the Corporations Act. Aspen Group means AGL and APT. APPML Scheme means the scheme of arrangement under Aspen Group Foreign Securityholder means an Part 5.1 of the Corporations Act between APPML and each AGL Shareholder: APPML Shareholder attached as Annexure E(2) to the (a) who is (or is acting on behalf of) a citizen or resident of Explanatory Memorandum, together with any alterations a jurisdiction other than residents of Australia and its made or required by the Court and which are acceptable to external territories or New Zealand; and the parties to the Implementation Deed. (b) whose address shown on the AGL Register is a place APPML Share means a fully paid ordinary share in APPML. outside Australia and its external territories or New APPT means Aspen Parks Property Trust Zealand or who is acting on behalf of such a person. (ARSN 108 328 669). Aspen Group Security means a stapled security comprising APPT Constitution means the constitution dated 8 March one AGL Share and one APT Unit. 2004 establishing APPT, as amended from time to time. Aspen Group Securityholder means the holder of an APPT Deed Poll means the deed poll executed by Aspen Group Security. APPT RE in favour of AGL Shareholders, APT Unitholders Aspen Parks means APPML and APPT. and APPML Shareholders participating in the Merger Aspen Parks Security means a stapled security comprising Schemes, dated 23 October 2015 with such amendments one APPML Share and one APPT Unit. as agreed by AGL, APT RE, APPML and APPT RE and, if necessary, approved by the Court. Aspen Parks Securityholder means the holder of an Aspen Parks Security. APPT RE means AFML in its capacity as responsible entity of APPT. Aspen Registry means Link Market Services Limited means Link Market Services Limited

Aspen Registry means Link Market Services Limited means Link Market Services Limited (ABN 54 083 214 537).

APPT Register means the share register of APPT maintained by or on behalf of APPT RE in accordance with sections 168 and 169 of the Corporations Act.

Aspen Select RE means AFML in its capacity as trustee of the Aspen Select Property Fund.

ASX means ASX Limited (ABN 98 008 624 691) or the market operated by it, as the context requires.

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Merger Deeds Poll means:means:

Business Day has the meaning given in the Listing Rules. Merger Deeds Poll means:means: CHESS means Clearing House Electronic Subregister (a) the AGL Deed Poll; System for the electronic transfer of securities, operated by (b) the APT RE Deed Poll; ASX Settlement Pty Ltd (ABN 49 008 504 532). (c) the APPML Deed Poll; and Corporations Act means the Corporations Act 2001 (Cth). (d) the APPT RE Deed Poll. Court means the Supreme Court of New South Wales. Merger Schemes means this Scheme, the APPML Scheme, Court Order means the court order pursuant to which the the APT Trust Scheme and the APPT Trust Scheme. Court approves this Scheme or the APPML Scheme (as New APPT Units means APPT Units to be issued under the applicable) under section 411(4)(b) of the Corporations Act. Merger Schemes. Distribution Securityholders means those Relevant New APT Units means APT Units to be issued under the AGL Shareholders to whom Aspen Parks Securities are Merger Schemes. transferred under the In-Specie Distributions. Effective means: New AGL Shares means fully paid ordinary shares in the capital of AGL to be issued under the Merger Schemes. (a) (when used in relation to this Scheme and the New APPML Shares means fully paid ordinary shares in the APPML Scheme) the coming into effect, pursuant to capital of APPML to be issued under the Merger Schemes. section 411(10) of the Corporations Act (and, if applicable, section 411(6) of the Corporations Act), of the relevant Proposal means the proposal to restructure Aspen Group Court Order, but in any event at no time before an office and Aspen Parks, pursuant to which Aspen Group Securities copy of the relevant order of the Court is lodged with will be stapled to Aspen Parks Securities to create a ASIC; and four-way stapled group listed on ASX, which includes the implementation steps set out in this Scheme. (b) (when used in relation to the APT Trust Scheme and the APPT Trust Scheme) the APT Supplemental Deed or the Record Date means 7.00pm (Sydney time) on the date that APPT Supplemental Deed (as applicable) taking effect is 3 Business Days after the Effective Date, or such other pursuant to section 601GC(2) of the Corporations Act. date as agreed by the parties to the Implementation Deed. Effective Date means the date on which each of this Regulatory Authority includes: Scheme, the APPML Scheme, the APT Trust Scheme and (a) ASX or ASIC; APPT Trust Scheme become Effective. (b) a government or governmental, semi-governmental or Explanatory Memorandum means the explanatory judicial entity or authority; memorandum prepared by the parties to the Implementation (c) a minister, department, office, commission, delegate, Deed in connection with the Proposal, lodged with ASIC on instrumentality, agency board, authority or organisation or about 23 October 2015. of any government; and Implementation Date means the date that is 8 Business (d) any regulatory organisation established under statute. Days after the Effective Date, or such other date as agreed by the parties to the Implementation Deed. Relevant AGL Shareholder means: Implementation Deed means the deed titled “Merger (a) the Sale Nominee (in respect of all Ineligible Aspen Group Implementation Deed” between AGL, APT RE, APPML and Securities); and APPT RE dated 14 September 2015 (as amended) in relation (b) each AGL Shareholder on the Record Date other than to the implementation of the Proposal. each Ineligible Aspen Group Foreign Securityholder. In-Specie Distributions means each of the transfers of Relevant APPML Shareholder means: Aspen Parks Securities to Relevant AGL Shareholders under (a) the Sale Nominee (in respect of all Ineligible Aspen Parks clauses 5.4(a) to 5.4(c) of this Scheme. Securities); Ineligible Aspen Group Foreign Securityholder has the (b) each APPML Shareholder on the Record Date other than: meaning given in clause 6.2 of this Scheme. (i) each Ineligible Aspen Parks Foreign Securityholder; Ineligible Aspen Group Security means an Aspen and Group Security held by an Ineligible Aspen Group Foreign (ii) each of AGL, AFML (in its personal capacity) and Securityholder on the Record Date. Aspen Select RE; and Ineligible Aspen Parks Foreign Securityholder has the (c) each of the Distribution Securityholders. meaning given in the APPML Scheme. Relevant APPT Unitholder means: Ineligible Aspen Parks Security means an Aspen Parks Security held by an Ineligible Aspen Parks Foreign (a) the Sale Nominee (in respect of all Ineligible Aspen Parks Securityholder on the Record Date. Securities); Listing Rules means the listing rules of ASX. (b) each APPT Unitholder on the Record Date other than: Merged Group Stapled Security means an AGL Share, (i) each Ineligible Aspen Parks Foreign Securityholder; an APT Unit, an APPML Share and an APPT Unit which on and implementation of the Merger Schemes are stapled together (ii) each of AGL, AFML (in its personal capacity) and and registered in the name of a person.

• (ii) each of AGL, AFML (in its personal capacity) and Aspen Select RE; and

• (c) each of the Distribution Securityholders.

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

1.2 Reference to certain general terms

Sale Facility means the facility to be established and 1.2 Reference to certain general terms implemented by AGL in agreement with APT RE, APPML Unless the contrary intention appears, a reference in this and APPT RE, under which Ineligible Aspen Group Securities Scheme to: are transferred to the Sale Nominee and Sale Securities are (a) (variations or replacements) a document, agreement sold in accordance with clause 6 of this Scheme. (including this agreement) or instrument is a reference to Sale Facility Account means the account established that document, agreement or instrument as amended, by the Sale Nominee in its own name, to which the Sale consolidated, supplemented, novated or replaced; Nominee must deposit all funds received in respect of the (b) (clauses, annexures and schedules) a clause, annexure Sale Securities. or schedule is a reference to a clause in or annexure or Sale Facility Consideration means, in respect of each schedule to this Scheme; Ineligible Aspen Group Foreign Securityholder, an amount (c) (reference to statutes) a statute, ordinance, code or equal to the average price at which Merged Group other law includes regulations and other instruments Stapled Securities are sold by the Sale Nominee under the under it and consolidations, amendments, re-enactments Sale Facility, multiplied by the number of Merged Group or replacements of any of them; Stapled Securities that Ineligible Aspen Group Foreign (d) (law) law means common law, principles of equity, and Securityholders would otherwise have been entitled to had laws made by parliament (and laws made by parliament they participated in the Proposal (subject to rounding to the include State, Territory and Commonwealth laws nearest whole cent or, if the amount calculated is exactly half a cent, subject to rounding down to the nearest whole cent). and regulations and other instruments under them, and consolidations, amendments, re-enactments or Sale Nominee means UBS Securities Australia Limited replacements of any of them); (ACN 008 586 481), being the person appointed by AGL (e) (singular includes plural) the singular includes the plural in agreement with APT RE, APPML and APPT RE, to act as the sale nominee for the purposes of the Sale Facility. and vice versa; Sale Period means the 10 Business Day period (f) (party) a party means a party to this Scheme; commencing on the Business Day after the Implementation (g) (person) the word “person” includes an individual, a Date. firm, a body corporate, a partnership, a joint venture, an Sale Security means a Merged Group Stapled Security unincorporated body or association, or any Regulatory held by the Sale Nominee following participation by the Authority; Sale Nominee in the implementation of the Proposal in (h) (executors, administrators, successors) a particular respect of the Ineligible Aspen Group Securities that is, person includes a reference to the person’s executors, or is to be, sold under the Sale Facility together with other administrators, successors, substitutes (including persons Merged Group Stapled Securities to be sold under the taking by novation) and assigns; Sale Facility in accordance with the APPML Scheme and (i) (dollars) Australian dollars, dollars, A$ or $ is a reference APPT Trust Scheme. to the lawful currency of Australia; Scheme means this scheme of arrangement. (j) (calculation of time) a period of time dating from a given Scheme Meeting means the meeting of the AGL day or the day of an act or event, is to be calculated Shareholders ordered by the Court to be convened pursuant exclusive of that day; to section 411(1) of the Corporations Act to consider and, (k) (reference to a day) a day is to be interpreted as the if thought fit, approve this Scheme. period of time commencing at midnight and ending Second Court Date means the date on which the Court 24 hours later; makes an order pursuant to Section 411(4)(b) of the (l) (meaning not limited) the words “include”, “including”, Corporations Act approving this Scheme. “for example” or “such as” when introducing an example, Second APPT Judicial Advice means confirmation from do not limit the meaning of the words to which the the Court under section 63 of the Trustee Act that, APPT example relates to that example or examples of a similar Unitholders having approved the APPT Trust Scheme kind; by the requisite majorities, APPT RE would be justified in (m) (holders) a reference to a holder includes a joint holder; implementing the APPT Trust Scheme by giving effect to and the provisions of the APPT Constitution (as amended by the (n) (time of day) time is a reference to Sydney time. APPT Supplemental Deed) and in doing all things and taking all necessary steps to put the APPT Trust Scheme into effect. 1.3 Headings Second APT Judicial Advice means confirmation from Headings (including those in brackets at the beginning of the Court under section 63 of the Trustee Act that, APT paragraphs) are for convenience only and do not affect the Unitholders having approved the APT Trust Scheme by the requisite majorities, APT RE would be justified in interpretation of this Scheme. implementing the APT Trust Scheme by giving effect to the provisions of the APT Constitution (as amended by the APT Supplemental Deed) and in doing all things and taking all necessary steps to put the APT Trust Scheme into effect. Termination Date means 29 February 2016 or such other date as agreed by the parties to the Implementation Deed. Trustee Act means the Trustee Act 1925 (NSW).

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2 Background to this Scheme

  - (iv) Item 12 (“Court provides Second APPT Judicial Advice”),

• 2.1 AGL, APT, APPML and APPT of Schedule 2 (“Conditions Precedent”) of the (a) AGL is a public company limited by shares. It is Implementation Deed) having been satisfied or waived in incorporated in Australia and registered in Victoria. accordance with the terms of the Implementation Deed; It has its registered office at (c) the Court having approved this Scheme, with or Level 18, 9 Hunter Street, Sydney NSW 2000. without modification, pursuant to section 411(4)(b) of the

• (b) AGL is admitted to the official list of the ASX and Corporations Act, and if applicable, AGL and the other AGL Shares are officially quoted on the financial market parties to the Implementation Deed having accepted in conducted by ASX (as one of the stapled securities writing any modification or condition made or required by comprising Aspen Group Securities). the Court under section 411(6) of the Corporations Act;

• (c) APT is a registered managed investment scheme. (d) the Court having approved the APPML Scheme, with or APT RE is the responsible entity of APT. without modification, pursuant to section 411(4)(b) of the Corporations Act, and if applicable, APPML and the other

• (d) As at 23 October 2015, there are 113,206,967 parties to the Implementation Deed having accepted in

• Aspen Group Securities on issue (each comprising one writing any modification or condition made or required by

• AGL Share stapled to one APT Unit). the Court under section 411(6) of the Corporations Act;

• (e) APPML is an unlisted public company limited by (e) the granting of the Second APT Judicial Advice in relation

• shares. It is incorporated in Australia and registered in Western Australia. It has its registered office at to the APT Trust Scheme; Level 18, 9 Hunter Street, Sydney NSW 2000. (f) the granting of the Second APPT Judicial Advice in relation to the APPT Trust Scheme;

• (f) APPT is a registered managed investment scheme. APPT RE is the responsible entity of APPT. (g) both:

• (g) As at 23 October 2015, there are 232,636,714 (i) the coming into effect, pursuant to section 411(10) of Aspen Park Securities on issue (each comprising one the Corporations Act (and, if applicable, section 411(6) APPML Share stapled to one APPT Unit). of the Corporations Act), of the Court Order in relation to this Scheme; and

• 2.2 Implementation Deed (ii) the APT Supplemental Deed taking effect pursuant to AGL, APT RE, APPML and APPT RE have entered into the section 601GC(2) of the Corporations Act; and Implementation Deed to facilitate the implementation of this (h) both: Scheme, the APPML Scheme, the APT Trust Scheme and (i) the coming into effect, pursuant to section 411(10) of

• the APPT Trust Scheme. the Corporations Act (and, if applicable, section 411(6) of the Corporations Act), of the Court Order in relation

• 2.3 Merger Deeds Poll to the APPML Scheme; and This Scheme attributes actions to APT RE, APPML and (ii) the APPT Supplemental Deed taking effect pursuant

• APPT RE but does not itself impose any obligations on to section 601GC(2) of the Corporations Act.

• them to perform those activities. Each of APT RE, APPML and APPT RE has agreed, by executing the relevant Merger 3.2 Satisfaction of conditions precedent

• Deed Poll, to perform the actions attributed to them under this Scheme. The satisfaction or waiver of each condition precedent in clause 3.1 is a condition precedent to the binding effect of this Scheme.

• 3 Conditions precedent 3.3 Certificate in relation to conditions precedent (a) AGL will provide to the Court at the Court hearing on the

• 3.1 Conditions precedent Second Court Date a certificate or such other evidence This Scheme is conditional on, and will have no force or as the Court requests confirming (in respect of matters effect until, the satisfaction of each of the following conditions within each party’s respective knowledge) whether or not precedent: all of the conditions precedent set out in clauses 3.1(a) (a) as at 8.00am on the Second Court Date, the and 3.1(b) have been satisfied or waived as at 8.00am on Implementation Deed and the Merger Deeds Poll the Second Court Date. not having been terminated in accordance with their (b) The certificate referred to in clause 3.3(a) will constitute respective terms; conclusive evidence of whether the conditions precedent

• (b) all of the conditions precedent set out in Schedule 2 referred to in clauses 3.1(a) and 3.1(b) have been satisfied (“Conditions Precedent”) of the Implementation Deed or waived. (other than the conditions precedent set out in:

• (i) Item 9 (“Court approval of AGL Share Scheme”);

• (ii) Item 10 (“Court approval of APPML Share Scheme”);

• (iii) Item 11 (“Court provides Second APT Judicial Advice”); and

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

4 Scheme

5.3 Distribution and capital reallocation

AGL must procure that:

• 4.1 Effective Date (a) on or as soon as reasonably practicable after the Subject to clause 4.2, this Scheme will come into effect Record Date, the distribution set out in Step 12(b) of pursuant to section 411(10) of the Corporations Act on and Schedule 1 to the Implementation Deed is paid to Aspen from the Effective Date. Group Securityholders as at the Record Date; and (b) following the distribution referred to in clause 5.3(a) and

• 4.2 Termination Date the transfer of Ineligible Aspen Group Securities to the This Scheme will lapse and be of no further effect if the Sale Nominee in accordance with clause 6.3 but prior Effective Date has not occurred on or before the Termination to the In-Specie Distributions, the capital reallocation Date. set out in Step 14 of Schedule 1 to the Implementation Deed occurs.

• 5.4 In-Specie Distributions

• 5 Implementation of Scheme On the Implementation Date, following completion of the matters in clause 5.3:

• 5.1 Lodgement of Court Orders, APT Supplemental Deed and APPT Supplemental Deed with ASIC (a) (AGL in-specie distribution) AAGL must undertake a capital reduction of $40,206,637 (divided equally

• If the conditions precedent set out in clause 3.1 of this Scheme are satisfied (other than the conditions precedent among the AGL Shares in issue on the Record Date) with payments of that capital reduction to be effected

• in clauses 3.1(g) and 3.1(h)), as soon as practicable after the and satisfied by AGL transferring 86,995,916 Aspen

• Court makes the Court Orders approving this Scheme and Parks Securities to Relevant AGL Shareholders on a

• the APPML Scheme: pro-rata basis according to their respective holdings of

• (a) AGL must lodge with ASIC in accordance with AGL Shares, rounded as set out in clause 5.4(d). section 411(10) of the Corporations Act an office copy (b) (AFML in-specie distribution) AGL must:

• of the Court Order approving this Scheme; (i) procure its wholly owned subsidiary AFML to

• (b) APPML must lodge with ASIC in accordance with section 411(10) of the Corporations Act an office copy undertake an equal capital reduction of $3,562,382 to AGL as the sole shareholder;

• of the Court Order approving the APPML Scheme; (ii) undertake an equal capital reduction of $3,562,382

• (c) APT RE must lodge with ASIC a copy of the APT (divided equally among the AGL Shares on issue

• Supplemental Deed pursuant to section 601GC(2) of on the Record Date) to be effected and satisfied

• the Corporations Act; by AGL procuring the transfer of Aspen Parks

• (d) if requested by ASIC, APT RE must lodge with ASIC Securities in accordance with clause 5.4(b)(iii); and a consolidated copy of the APT Trust Constitution (as (iii) procure its wholly owned subsidiary AFML to

• amended pursuant to the APT Supplemental Deed) in satisfy its obligation in respect of the equal capital

• accordance with section 601GC(3) of the Corporations reduction under clause 5.4(b)(i) by transferring

• Act; 7,707,997 Aspen Parks Securities to Relevant AGL

• (e) APPT RE must lodge with ASIC a copy of the APPT Shareholders on a pro-rata basis according to their Supplemental Deed pursuant to section 601GC(2) of respective holdings of AGL Shares, rounded as set the Corporations Act; and out in clause 5.4(d).

• (f) if requested by ASIC, APPT RE must lodge with ASIC (c) (Aspen Select in-specie distribution) AGL must: a consolidated copy of the APPT Trust Constitution (i) procure Aspen Select RE to undertake a capital

• (as amended pursuant to the APPT Supplemental return of $1,406,452 from the Aspen Select

• Deed) in accordance with section 601GC(3) of the Property Fund to AGL as the sole unitholder;

• Corporations Act. (ii) undertake an equal capital reduction of $1,406,452

• 5.2 Scheme Effective on Effective Date (divided equally among the AGL Shares on issue on the Record Date) to be effected and satisfied

• Subject to clause 4.2, the Scheme becomes Effective on the Effective Date. by AGL procuring the transfer of Aspen Parks Securities in accordance with clause 5.4(c)(i); and

• (iii) procure Aspen Select RE to satisfy its obligation in respect of the capital return under clause 5.4(c)(i) by transferring 3,043,168 Aspen Parks Securities to Relevant AGL Shareholders on a pro-rata according to their respective holdings of AGL Shares, rounded as set out in clause 5.4(d).

• (d) (Rounding of pro-rata entitlement) The Aspen Parks Securities transferred to Relevant AGL Shareholders pursuant to the In-Specie Distributions are to be made pro-rata to all Relevant AGL Shareholders rounded as follows:

Page 240

• (i) each AGL Shareholder’s aggregate fractional (b) In respect of the above applications in clause 5.5(a), AGL entitlement to Aspen Parks Securities under the may execute any required application or subscription In-Specie Distributions will be rounded down to the forms as agent and attorney for the Relevant AGL nearest whole number of Aspen Parks Securities; Shareholders to become a member of APPML and APPT. and

• (ii) the Aspen Parks Securities remaining after the 5.6 Calculation of entitlement rounding in paragraph (i) will be allocated to those When taken together with the applications on behalf of the Relevant AGL Shareholders whose fractional Relevant AGL Shareholder under the APT Trust Scheme, entitlements were rounded down the most under each Relevant AGL Shareholder will be entitled to apply for: paragraph (i) with each AGL Shareholder receiving (a) 1.7274689993 New APPML Shares in respect of each no more than one additional Aspen Parks Security AGL Share and APT Unit held with any fractional as a result of this paragraph (ii) until all the Aspen entitlement rounded up or down to the nearest whole Parks Securities to be transferred under clauses number of New APPML Shares; and 5.4(a), (b) and (c) have been allocated. (b) 1.7274689993 New APPT Units in respect of each AGL

• (e) (Acknowledgement) On and from completion of the Share and APT Unit held with any fractional entitlement In-Specie Distributions, each Relevant AGL Shareholder rounded up or down to the nearest whole number of agrees to: APPT Units. (i) become a holder of APPML Shares; (ii) be bound by the provisions of: 5.7 Capital return (A) the APPML Constitution; and On the Implementation Date, AGL must make a capital return to Relevant AGL Shareholders of $0.1073370600 per

• (B) the APPML Scheme in respect of the APPML AGL Share on issue on the Record Date to be applied by

• Shares transferred to it as part of the In-Specie AGL on behalf of Relevant AGL Shareholders in applying for

• Distributions; New APPML Shares and New APPT Units in accordance

• (iii) become a holder of APPT Units; with clauses 5.5(a)(i) and 5.5(a)(ii) respectively. (iv) be bound by the provisions of the: (A) APPT Constitution; and 5.8 AGL undertaking AGL must, as soon as practicable but in any event no later

• (B) APPT Trust Scheme in respect of the APPT than the Implementation Date, make the application for

• Units transferred to it as part of the In-Specie New APPML Shares and New APPT Units on behalf of

• Distributions; Relevant AGL Shareholders in accordance with the provisions

• (v) authorise and direct AGL, on behalf of each of clauses 5.5(a)(i) and 5.5(a)(ii) respectively by applying the

• Relevant AGL Shareholder and as attorney and proceeds of the capital return as set out in clause 5.5(a).

• agent of each Relevant AGL Shareholder to execute transfer forms (which may be a combined matter 5.9 Issue of New APPML Shares

• transfer form) to give effect to the transfers of Aspen Parks Securities in accordance with this clause 5.4. On the Implementation Date and upon the receipt of an application from AGL (on behalf of Relevant AGL

• (f) (Registration of transfers) AGL must procure that Shareholders) to APPML for the allotment and issue of

• APPML and APPT RE register the transfers of Aspen New APPML Shares in accordance with clause 5.5(a)(i)

• Parks Securities to Relevant AGL Shareholders made together with payment of the aggregate issue price, AGL

• under this clause 5.4 by entering each Relevant AGL must procure that APPML:

• Shareholder on the APPML Register and APPT Register as the holder of the APPML Shares and APPT Units (a) allots and issues each Relevant AGL Shareholder the number of New APPML Shares requested in AGL’s

• respectively transferred to them under the transfer forms application under clause 5.5(a)(i); and

• referred to in clause 5.4(e)(v). (b) enters each Relevant AGL Shareholder onto the APPML

• 5.5 Application for New APPML Register as the holder of the New APPML Shares issued Shares and New APPT Units to it.

• (a) On or before the Implementation Date, each Relevant AGL Shareholder authorises and directs AGL to, and 5.10 Issue of New APPT Units AGL must, apply on behalf of each Relevant AGL On the Implementation Date and upon the receipt of Shareholder: an application from AGL (on behalf of Relevant AGL Shareholders) to APPT RE for the allotment and issue of

• (i) to APPML to issue that number of New APPML New APPT Units in accordance with clause 5.5(a)(ii) together

• Shares that it is entitled to apply for under clause with payment of the aggregate issue price, AGL must

• 5.6 at an issue price of $0.0666655352 per procure that APPT RE:

• New APPML Share; and (a) allots and issues each Relevant AGL Shareholder

• (ii) to APPT RE to issue that number of New APPT Units the number of New APPT Units requested in AGL’s

• that it is entitled to apply for under clause 5.6 at an application under clause 5.5(a)(ii); and

• issue price of $0.1973470749 per New APPT Unit,

using the proceeds of the capital return payable to the Relevant AGL Shareholder under clause 5.7.

• (b) enters each Relevant AGL Shareholder onto the APPT Register as the holder of the New APPT Units issued to it.

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

5.11 Issue of New AGL Shares to holders of APPML Shares and APPT Units

5.14 Agreement to be bound and acknowledgement of stapling

• On the Implementation Date, AGL must: Each Relevant AGL Shareholder agrees that after (a) on receipt of an application for the issue of New AGL the implementation of the Merger Schemes on the Shares made by APPML (on behalf of Relevant APPML Implementation Date, AGL Shares may only be transferred Shareholders) in accordance with the APPML Scheme if there is a simultaneous transfer of the same number of together with the payment for the total issue price: APT Units, APPML Shares and APPT Units. (i) issue to each Relevant APPML Shareholder New AGL Shares, at an issue price of $0.0902308102 per New AGL Share in accordance with that 6 Sale Facility application; and

• (ii) enter in the AGL Register the name and address 6.1 Appointment of each Relevant APPML Shareholder as the AGL must, prior to the Implementation Date, appoint the holder of the AGL Shares issued to it; and Sale Nominee and must procure the Sale Nominee does

• (b) on receipt of an application by APPT RE (on behalf of all things necessary to give effect to the Sale Facility. APPT Unitholders) together with the payment for the total issue price made in accordance with the APPT 6.2 Determination of Ineligible Aspen Trust Scheme: Group Foreign Securityholders (i) issue to each Relevant APPT Unitholder New AGL After the Record Date, and prior to the Implementation Date, Shares, at an issue price of $0.0902308102 per AGL must in agreement with APT RE, determine whether an New AGL Share; and Aspen Group Foreign Securityholder, or a class of Aspen Group Foreign Securityholders, is eligible to have issued

• (ii) enter in the AGL Register the name and address and transferred to it or them, New APPML Shares and New

• of each Relevant APPT Unitholder as the holder of the AGL Shares issued to it. APPT Units, such determination to be made having regard to whether such issue or transfer would be lawful and not unduly onerous or unduly impracticable (each Aspen Group

• 5.12 Treatment of excess funds Foreign Securityholder who is not deemed to be so eligible

• (a) AGL acknowledges for itself and on behalf of each being an “Ineligible Aspen Group Foreign Securityholder”). Relevant AGL Shareholder that to the extent the application monies provided to APPML or APPT RE 6.3 Transfer of Ineligible Aspen Group Securities in respect of the applications under clauses 5.5(a)(i) After the Record Date and prior to the Implementation

• and 5.5(a)(ii) exceed the aggregate of the application Date, AGL (as attorney for each Ineligible Aspen Group

• price per security for each of the securities issued in Foreign Securityholder) must , transfer all Ineligible Aspen

• accordance with clauses 5.9 and 5.10, that excess Group Securities from the Ineligible Aspen Parks Foreign

• amount will be treated as an asset of APPML or APPT, Securityholders to the Sale Nominee. Each Ineligible Aspen

• as applicable. Parks Foreign Securityholder irrevocably appoints AGL

• (b) To the extent the application monies provided to AGL as its agent and attorney to transfer the Ineligible Aspen by APPML or APPT RE in respect of the applications Group Securities of that Ineligible Aspen Group Foreign referred to in clause 5.11 exceed the aggregate of the Securityholder to the Sale Nominee. application price per AGL Share for each of the AGL Shares issued in accordance with clause 5.11, that 6.4 Sale of Ineligible Aspen Group

• excess amount will be treated as an asset of AGL. Securities by Sale Nominee

• AGL must procure that the Sale Nominee:

• 5.13 Consolidation and rounding (a) as soon as is reasonably practicable after the

• Following the implementation of the steps described in the Implementation Date, sells (or procures the sale of) the

• preceding clauses, AGL must convert each AGL Share Sale Securities in such manner, at such prices and at

• (including the New AGL Shares issued under clause 5.11) such times as it sees fit, with the objectives of:

• into that number of AGL Shares as is calculated by applying a conversion ratio of 0.6668030337, with the holding of (i) achieving the best price for the Sale Securities that is each relevant AGL Shareholder rounded to ensure that reasonably obtainable at the time of the relevant sale; following the consolidation (ii) ensuring all sales of the Sale Securities are effected in (a) each Relevant AGL Shareholder holds the same the ordinary course of trading on ASX during the Sale number of AGL Shares they held immediately prior to Period or under a bookbuild conducted by the Sale the In-Specie Distributions; Nominee to facilitate the sales of the Sales Securities;

• (b) each Relevant APPML Shareholder, other than Ineligible (b) on each date on which a sale of Sale Securities is settled, Aspen Parks Foreign Securityholders and Distribution deposits (or procures the deposit of) all funds received Securityholders, holds that number of AGL Shares into the Sale Facility Account; equal to 0.386 multiplied by the number of APPML (c) once all the Sale Securities are sold, advises the Aspen Shares held immediately following the transfer of Registry of the completion of the sale of the Sale Ineligible Aspen Parks Securities to the Sale Nominee Securities, the total gross sale proceeds and the average under the APPML Scheme, rounded up to the nearest price of each Sale Security; and whole number.

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• (d) once settlement of the sale of all the Sale Securities has occurred, and in no case later than 5 Business Days thereafter, transfers (or procure the transfer of) the funds in the Sale Facility Account to the Aspen Registry.

7 Entitlement to participate and dealings in AGL Shares

7.1 Entitlement to participate

Registry. Each Relevant AGL Shareholder will be entitled to participate in this Scheme. 6.5 Update by the Aspen Registry AGL must procure that the Aspen Registry: 7.2 Last day for dealings (a) following receipt of information from the Sale Nominee For the purpose of establishing who is an AGL in accordance with clause 6.4(c), calculates the Sale Shareholder on the Record Date dealings in AGL Shares Facility Consideration for each Ineligible Aspen Group on or before the close of business on the Effective Date Foreign Securityholder; and will be recognised provided that: (b) no later than 5 Business Days after the Sale Nominee (a) in the case of dealings of the type to be effected has transferred the funds in the Sale Facility Account in using CHESS, the transferee is registered in the AGL accordance with clause 6.4(d), arranges in respect of Register as holder of the relevant AGL Shares by the each Ineligible Aspen Group Foreign Securityholder for Record Date; and payment of the Sale Facility Consideration by either: (b) in all other cases, if registrable transmission (i) dispatching by mail to the registered address applications or transfers in respect of those dealings of that Ineligible Aspen Group Foreign are received on or before 5.00pm (Sydney time) on Securityholders a cheque or bank draft of the the day of the Record Date, at the place where the Sale Facility Consideration for that Ineligible Aspen AGL Register is kept. Group Foreign Securityholder payable in Australian dollars (provided that, in the case of Ineligible 7.3 Obligation to register Aspen Group Foreign Securityholders who are joint holders of Aspen Group Securities, the AGL must register, or procure the registration of, transmission applications or transfers of the kind referred cheque will be made payable to the joint holders and sent to the holder whose name appears first in to in section 7.2(b) by the Record Date. the Aspen Group Register as at the Record Date); or 7.4 Transfer requests received after Record Date (ii) making an electronic funds transfer in Australian AGL must not accept for registration or recognise for any dollars to an account nominated by that Ineligible purpose any transmission application or transfer in respect AGL Foreign Securityholders for the purposes of of AGL Shares received after 5.00pm (Sydney time) on the the Sale Facility or the payment of distributions by day of the Record Date nor any transfer or transmission in Aspen Group. respect of dealings in AGL Shares that have occurred after the close of business on the Effective Date. 6.6 Warranty 7.5 Maintaining the AGL Register Each Ineligible Aspen Group Foreign Securityholder is deemed to have represented and warranted to AGL For the purpose of determining entitlements under this and the Sale Nominee that all its Ineligible Aspen Group Scheme, AGL must until the Stapling has occurred as Securities (including any rights and entitlements attaching contemplated under paragraph 5.14, maintain the AGL to those securities) which are transferred to the Sale Register in accordance with the provisions of section Nominee under clause 6.3 will, at the time they are 7.4 and entitlements to be issued or transferred APPML transferred to the Sale Nominee, be fully paid and free Shares and APPT Units will be determined solely on the from all mortgages, charges, liens, encumbrances and basis of the AGL Register. interests of third parties of any kind (other than that AGL Shares must be transferred together with an APT Unit that is stapled to them), whether legal or otherwise and restrictions on transfer of any kind not referred to in this Scheme, and that it has full power and capacity to sell or otherwise transfer its Ineligible Aspen Group Securities (including any rights and entitlements attaching to those securities) in accordance with the Proposal. 6.7 Appointment as agent – financial services guide and notices Each Ineligible Aspen Group Foreign Securityholder appoints AGL as its agent to receive on its behalf any financial services guide or other notices (including any updates of those documents) that the Sale Nominee is required to provide to Ineligible Aspen Group Foreign Securityholders under the Corporations Act.

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

8 General Scheme provisions

8.10 Notices

• (a) If a notice, transfer, transmission application, direction or other communication referred to in this Scheme is sent by post to Aspen Group, it will not be taken to be received in the ordinary course of post or on a date and time other than the date and time (if any) on which it is actually received at Aspen Group’s registered office or at the office of the Aspen Registry.

8.1 Power of attorney or other communication referred to in this Scheme is Each AGL Shareholder, without the need for any further sent by post to Aspen Group, it will not be taken to be act by any AGL Shareholder, irrevocably appoints AGL and received in the ordinary course of post or on a date each of its directors and secretaries (jointly and each of and time other than the date and time (if any) on which them individually) as its attorney and agent for the purpose it is actually received at Aspen Group’s registered of giving effect to this Scheme and AGL accepts such office or at the office of the Aspen Registry. appointment. (b) The accidental omission to give notice of the Scheme Meeting or the non-receipt of such a notice by any 8.2 Variations, alterations and conditions AGL Shareholder shall not, unless so ordered by If the Court proposes to approve this Scheme subject the Court, invalidate the Scheme Meeting or the to any alterations or conditions, AGL may, by its counsel proceedings of the Scheme Meeting. or solicitor, consent on behalf of all persons concerned to those alterations or conditions provided that in no 8.11 Instructions and elections circumstances will AGL be obliged to do so. If not prohibited by law (and including where permitted or facilitated by relief granted by a Regulatory Authority), all 8.3 Further action by AGL instructions, notifications or elections by a Relevant AGL AGL must execute all documents and do all things (on Shareholder to AGL or APT RE binding or deemed binding its own behalf and on behalf of each AGL Shareholder) between the Relevant AGL Shareholder and AGL or APT necessary or expedient to implement, and perform its RE relating to AGL, APT RE or Aspen Group Securities, obligations under, this Scheme. including instructions, notifications or elections relating to: (a) whether distributions are to be paid by cheque or into 8.4 Authority and acknowledgement a specific bank account; Each of the AGL Shareholder: (b) payments of distributions on Aspen Group Securities; (a) irrevocably consents to AGL doing all things necessary (c) notices or other communications from AGL or APT RE or expedient for or incidental to the implementation of (including by email), this Scheme; and will be deemed from the Implementation Date (except (b) acknowledges that this Scheme binds AGL and each to the extent determined otherwise by APPML, APPT AGL Shareholder (including those who do not attend the RE, AGL and APT RE in their sole discretion), by Scheme Meeting or do not vote at that meeting or vote reason of this Scheme, to be made by the Relevant against this Scheme at that Scheme Meeting). AGL Shareholder to APPML, APPT RE, AGL and 8.5 No liability when acting in good faith APT RE and to be a binding instruction, notification or election to, and accepted by, APPML, APPT RE, AGL Neither AGL nor any of its officers will be liable for anything and APT RE in respect of the Merged Group Stapled done or omitted to be done in the performance of this Securities provided to that Relevant AGL Shareholder Scheme in good faith. until that instruction, notification or election is revoked or amended in writing addressed to APPML, APPT RE, 8.6 Quotation AGL or APT RE at its registry, and each Relevant AGL AGL (together with APT RE, APPML and APPT RE) must Shareholder will be deemed to have authorised the apply for official quotation of all New AGL Shares, New APT transfer of the instruction, notification or election from Units, New APPML Shares and New APPT Units. AGL or APT RE to APPML and APPT RE. 8.7 Enforcement of Merger Deeds Poll AGL undertakes in favour of each AGL Shareholder to enforce the Merger Deeds Poll entered into by APT RE, 9 Governing law APPML and APPT RE on behalf of and as agent and 9.1 Governing law attorney for the AGL Shareholders. This Scheme is governed by the law in force in New South Wales. 8.8 Costs and stamp duty AGL and APT RE must pay all stamp duty (including any fines, penalties and interest) and costs payable in 9.2 Jurisdiction connection with this Scheme. Each party irrevocably and unconditionally: (a) submits to the non-exclusive jurisdiction of the courts of 8.9 Scheme overrides AGL Constitution that place. To the extent of any inconsistency and to the extent (b) waives, without limitation, any claim or objection based permitted by law, this Scheme overrides the AGL on absence of jurisdiction or inconvenient forum. Constitution and binds AGL and AGL Shareholders.

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Annexure E(2) Scheme of Arrangement

Aspen Parks Property Management Ltd (ABN 91 096 790 331) (“APPML”) Scheme Participants Scheme of Arrangement – Aspen Parks Property Management Ltd This scheme of arrangement is made under section 411 of the Corporations Act 2001 (Cth). Parties APPML and Scheme Participants AGL Name Aspen Parks Property Management Ltd ABN 91 096 790 331 Address Level 18 9 Hunter Street Sydney NSW 2000 Scheme Participants Name Each person registered as a holder of fully paid ordinary shares in APPML on the Record Date and each Relevant APPML Shareholder.

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

1 Definitions and interpretation

APPT Supplemental Deed means the deed poll amending the constitution of APPT to implement and effect the APPT Trust Scheme.

1.1 Definitions Trust Scheme. In this Scheme: APPT Trust Scheme means the arrangement in connection with the Proposal under which APPT Unitholders are compelled to subscribe for AGL Shares and APT Units, AFML means Aspen Funds Management Limited facilitated by amendments to the APPT Constitution as set (ABN 48 104 322 278). out in the APPT Supplemental Deed. AGL means Aspen Group Limited (ABN 50 004 160 927). APPT Unit means a fully paid ordinary unit in APPT. AGL Constitution means the constitution of AGL, APPT Unitholder means a person who is registered as the as amended from time to time. holder of APPT Units. AGL Deed Poll means the deed poll executed by AGL APT means Aspen Property Trust (ARSN 104 807 767). in favour of APT Unitholders, APPML Shareholders, and APT Constitution means the constitution dated 10 May 2003 APPT Unitholders participating in the Merger Schemes, establishing APT, as amended from time to time. dated 23 October 2015 with such amendments as agreed by AGL, APT RE, APPML and APPT RE and, if necessary, APT Deed Poll means the deed poll executed by APT RE approved by the Court. in favour of AGL Shareholders, APPML Shareholders, and APPT Unitholders participating in the Merger Schemes with AGL Register means the share register of AGL maintained such amendments as agreed by AGL, APT RE, APPML and by or on behalf of AGL in accordance with sections 168 and APPT RE and, if necessary, approved by the Court. 169 of the Corporations Act. AGL Scheme means the scheme of arrangement under APT RE means AFML in its capacity as responsible entity of APT. Part 5.1 of the Corporations Act between AGL and each AGL Shareholder attached as Annexure E(1) to the APT Supplemental Deed means the deed poll amending Explanatory Memorandum, together with any alterations the constitution of APT to facilitate and effect the APT Trust made or required by the Court and which are acceptable Scheme. to the parties to the Implementation Deed. APT Trust Scheme means the arrangement in connection AGL Share means a fully paid ordinary share in AGL. with the Proposal under which APT Unitholders are AGL Shareholder means each registered holder of an compelled to subscribe for APPT Units and APPML Shares, facilitated by amendments to the APT Constitution as set out AGL Share participating in the AGL Scheme. in the APT Supplemental Deed. APPML means Aspen Parks Property Management Ltd APT Unit means a fully paid ordinary unit in APT. (ABN 91 096 790 331). APPML Constitution means the constitution of APPML, APT Unitholder means a person who is registered as the holder of APT Units. as amended from time to time. ASIC means the Australian Securities and Investments APPML Deed Poll means the deed poll executed by Commission. APPML in favour of AGL Shareholders, APT Unitholders and APPT Unitholders participating in the Merger Schemes, Aspen Group means AGL and APT. dated 23 October 2015 with such amendments as agreed Aspen Group Security means a stapled security comprising by AGL, APT RE, APPML and APPT RE and, if necessary, one AGL Share and one APT Unit. approved by the Court. Aspen Group Securityholder means the holder of an APPML Register means the share register of APPML Aspen Group Security. maintained by or on behalf of APPML in accordance with Aspen Parks means APPML and APPT. sections 168 and 169 of the Corporations Act. Aspen Parks Foreign Securityholder means an APPML APPML Share means a fully paid ordinary share in APPML. Shareholder: APPT means Aspen Parks Property Trust (a) who is (or is acting on behalf of) a citizen or resident of (ARSN 108 328 669). a jurisdiction other than residents of Australia and its APPT Constitution means the constitution dated 8 March external territories or New Zealand; and 2004 establishing APPT, as amended from time to time. (b) whose address shown on the APPML Register is a APPT Deed Poll means the deed poll executed by APPT place outside Australia and its external territories or RE in favour of AGL Shareholders, APT Unitholders and New Zealand or who is acting on behalf of such a person. APPML Shareholders participating in the Merger Schemes, Aspen Parks Security means a stapled security dated 23 October 2015 with such amendments as agreed comprising one APPML Share and one APPT Unit. by AGL, APT RE, APPML and APPT RE and, if necessary, approved by the Court. Aspen Parks Securityholder means the holder of an Aspen Parks Security. APPT RE means AFML in its capacity as responsible entity of APPT. Aspen Registry means Link Market Services Limited means Link Market Services Limited

Aspen Registry means Link Market Services Limited means Link Market Services Limited (ABN 54 083 214 537).

APPT Register means the share register of APPT maintained by or on behalf of APPT RE in accordance with sections 168 and 169 of the Corporations Act.

Aspen Select RE means AFML in its capacity as trustee of the Aspen Select Property Fund.

ASX means ASX Limited (ABN 98 008 624 691) or the market operated by it, as the context requires.

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Implementation Deed means the deed titled the “Merger means the deed titled the “Merger Implementation Deed” between AGL, APT RE, APPML and APPT RE dated 14 September 2015 (as amended) in relation to the implementation of the Proposal. In-Specie Distributions means each of the transfers of means each of the transfers of Aspen Parks Securities to Relevant AGL Shareholders under

Business Day has the meaning given in the Listing Rules. Implementation Deed means the deed titled the “Merger means the deed titled the “Merger Buy-Back means the buy-back set out in step 23 of Implementation Deed” between AGL, APT RE, APPML and schedule 1 to the Implementation Deed. APPT RE dated 14 September 2015 (as amended) in relation to the implementation of the Proposal. Cash Option Buy-Back Securities means, in respect of a Cash Option Participant, the number of Merged Group In-Specie Distributions means each of the transfers of means each of the transfers of Stapled Securities held by that Cash Option Participant Aspen Parks Securities to Relevant AGL Shareholders under which are bought back under the Buy-Back. clauses 5.4 of the AGL Scheme. Cash Option Election Form means the document titled Ineligible Aspen Group Foreign Securityholder has the “Scheme Consideration” Election Form for Aspen Parks meaning given in the AGL Scheme. Property Fund” sent to eligible Aspen Parks Securityholders Ineligible Aspen Group Security means an Aspen together with the Explanatory Memorandum under which Group Security held by an Ineligible Aspen Group Foreign eligible Aspen Parks Securityholders elect to participate in Securityholder on the Record Date. the Buy-Back and the Sale Facility. Ineligible Aspen Parks Foreign Securityholder has the Cash Option Sale Facility Securities means, in respect of meaning given in clause 7.2 of this Scheme. a Cash Option Participant who has elected, or deemed to Ineligible Aspen Parks Security means an Aspen have elected, to participate in the Sale Facility, the number, Parks Security held by an Ineligible Aspen Parks Foreign if any, of Cash Option Securities less the number of Cash Securityholder on the Record Date. Option Buy-Back Securities of that Cash Option Participant. Listing Rules means the listing rules of ASX. Cash Option Securities means, in respect of a Cash Option Merged Group Stapled Security means an AGL Share, Participant, the number of Merged Group Stapled Securities an APT Unit, an APPML Share and an APPT Unit which on that Cash Option Participant has elected to participate in the implementation of the Merger Schemes are stapled together Buy-Back. and registered in the name of a person. Cash Option Participant means APPML Shareholder as Merger Deeds Poll means: at the Record Date (other than an Ineligible Aspen Parks Foreign Securityholder) who has submitted a valid Cash (a) the AGL Deed Poll; Option Election Form. (b) the APT RE Deed Poll; CHESS means Clearing House Electronic Subregister (c) the APPML Deed Poll; and System for the electronic transfer of securities, operated by (d) the APPT RE Deed Poll. ASX Settlement Pty Ltd (ABN 49 008 504 532). Merger Schemes means this Scheme, the AGL Scheme, Corporations Act means the Corporations Act 2001 (Cth). the APT Trust Scheme and the APPT Trust Scheme. Court means the Supreme Court of New South Wales. New APPT Units means APPT Units to be issued under the Court Order means the court order pursuant to which Merger Schemes. the Court approves this Scheme or the AGL Scheme (as New APT Units means APT Units to be issued under the applicable) under section 411(4)(b) of the Corporations Act. Merger Schemes. Distribution Securityholders means those Relevant New AGL Shares means fully paid ordinary shares in the AGL Shareholders to whom Aspen Parks Securities are capital of AGL to be issued under the Merger Schemes. transferred under the In-Specie Distributions. New APPML Shares means fully paid ordinary shares in the Effective means: capital of APPML to be issued under the Merger Schemes. (a) (when used in relation to this Scheme and the AGL Proposal means the proposal to restructure Aspen Group Scheme) the coming into effect, pursuant to section and Aspen Parks, pursuant to which Aspen Group Securities 411(10) of the Corporations Act (and, if applicable, section will be stapled to Aspen Parks Securities to create a four411(6) of the Corporations Act), of the relevant Court way stapled group listed on ASX, which includes the Order, but in any event at no time before an office copy of implementation steps set out in this Scheme. the relevant order of the Court is lodged with ASIC; and Record Date means 7.00pm (Sydney time) on the (b) (when used in relation to the APT Trust Scheme and the date that is three (3) Business Days after the Effective APPT Trust Scheme) the APT Supplemental Deed or the Date, or such other date as agreed by the parties to the APPT Supplemental Deed (as applicable) taking effect Implementation Deed. pursuant to section 601GC(2) of the Corporations Act. Regulatory Authority includes: Effective Date means the date on which each of this Scheme, the APPML Scheme, the APT Trust Scheme and (a) ASX or ASIC; APPT Trust Scheme become Effective. (b) a government or governmental, semi-governmental or Explanatory Memorandum means the explanatory judicial entity or authority; memorandum prepared by the parties to the Implementation (c) a minister, department, office, commission, delegate, Deed in connection with the Proposal, lodged with ASIC on instrumentality, agency board, authority or organisation or about 23 October 2015. of any government; and

Implementation Date means the date that is 8 Business Days after the Effective Date, or such other date as agreed by the parties to the Implementation Deed.

• (d) any regulatory organisation established under statute.

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

Sale Security means a Merged Group Stapled Security held by the Sale Nominee following participation by the Sale Nominee in the implementation of the Proposal in respect of the Ineligible Aspen Parks Securities that is, or is to be, sold under the Sale Facility.

Relevant AGL Shareholder means:

(a) the Sale Nominee (in respect of all Ineligible Aspen Group Securities); and Nominee in the implementation of the Proposal in respect of the Ineligible Aspen Parks Securities that is, or is to be, sold (b) each AGL Shareholder on the Record Date other than under the Sale Facility. each Ineligible Aspen Group Foreign Securityholder. Scheme means this scheme of arrangement. Relevant APT Unitholder means: Scheme Meeting means the meeting of the APPML (a) the Sale Nominee (in respect of all Ineligible Aspen Parks Shareholders ordered by the Court to be convened pursuant Securities); to section 411(1) of the Corporations Act to consider and, if (b) each APT Unitholder on the Record Date other than thought fit, approve this Scheme. each Ineligible Aspen Group Foreign Securityholder. Second Court Date means the date on which the Court Relevant APPML Shareholder means: makes an order pursuant to Section 411(4)(b) of the (a) the Sale Nominee (in respect of all Ineligible Aspen Parks Corporations Act approving this Scheme. Securities); Second APPT Judicial Advice means confirmation (b) each APPML Shareholder on the Record Date other than: from the Court under section 63 of the Trustee Act that, APPT Unitholders having approved the APPT Trust Scheme (i) each Ineligible Aspen Parks Foreign Securityholder; and by the requisite majorities, APPT RE would be justified in implementing the APPT Trust Scheme by giving effect to (ii) each of AGL, AFML (in its personal capacity) and the provisions of the APPT Constitution (as amended by the Aspen Select RE; and APPT Supplemental Deed) and in doing all things and taking (c) each of the Distribution Securityholders. all necessary steps to put the APPT Trust Scheme into effect. Sale Facility means the facility to be established and Second APT Judicial Advice means confirmation from implemented by APPML in agreement with AGL, APT RE, the Court under section 63 of the Trustee Act that, APT and APPT RE, under which Ineligible Aspen Parks Securities Unitholders having approved the APT Trust Scheme and Cash Option Sale Facility Securities are transferred to by the requisite majorities, APT RE would be justified in the Sale Nominee together with other Merged Group Stapled implementing the APT Trust Scheme by giving effect to the Securities to be sold under the Sale Facility in accordance provisions of the APT Constitution (as amended by the APT with AGL Scheme and APT Trust Scheme and Sale Securities Supplemental Deed) and in doing all things and taking all are sold in accordance with clause 7 of this Scheme together necessary steps to put the APT Trust Scheme into effect. with Cash Option Sale Facility Securities and other Merged Termination Date means 29 February 2016 or such other Group Stapled Securities to be sold under the Sale Facility in date as agreed by the parties to the Implementation Deed. accordance with the AGL Scheme and APT Trust Scheme. Trustee Act means the Trustee Act 1925 (NSW). Sale Facility Account means the account established by the Sale Nominee in its own name, to which the Sale 1.2 Reference to certain general terms Nominee must deposit all funds received in respect of the Sale Securities. Unless the contrary intention appears, a reference in this Scheme to: Sale Facility Consideration means: (a) (variations or replacements) a document, agreement (a) in respect of each Ineligible Aspen Parks Foreign (including this agreement) or instrument is a reference to Securityholder, an amount equal to the average price at that document, agreement or instrument as amended, which Merged Group Stapled Securities are sold by the consolidated, supplemented, novated or replaced; Sale Nominee under the Sale Facility, multiplied by the (b) (clauses, annexures and schedules) a clause, annexure number of Merged Group Stapled Securities that Ineligible or schedule is a reference to a clause in or annexure or APPML Foreign Securityholders would otherwise have schedule to this Scheme; been entitled to had they participated in the Proposal (subject to rounding to the nearest whole cent or, if (c) (reference to statutes) a statute, ordinance, code or the amount calculated is exactly half a cent, subject to other law includes regulations and other instruments rounding down to the nearest whole cent); and under it and consolidations, amendments, re-enactments or replacements of any of them; (b) in respect of each Cash Option Participant, an amount equal to the average price at which Merged Group (d) (law) law means common law, principles of equity, and Stapled Securities are sold by the Sale Nominee under laws made by parliament (and laws made by parliament the Sale Facility, multiplied by the number of Cash Option include State, Territory and Commonwealth laws Sale Facility Securities of that Cash Option Participant and regulations and other instruments under them, (subject to rounding to the nearest whole cent or, if and consolidations, amendments, re-enactments or the amount calculated is exactly half a cent, subject to replacements of any of them); rounding down to the nearest whole cent). (e) (singular includes plural) the singular includes the Sale Nominee means UBS Securities Australia Limited plural and vice versa; (ACN 008 586 481), being the person appointed by APPML (f) (party) a party means a party to this Scheme; in agreement with AGL, APT RE and APPT RE, to act as the (g) (person) the word “person” includes an individual, a person) the word “person” includes an individual, a ) the word “person” includes an individual, a sale nominee for the purposes of the Sale Facility.

• (g) (person) the word “person” includes an individual, a person) the word “person” includes an individual, a ) the word “person” includes an individual, a firm, a body corporate, a partnership, a joint venture, an unincorporated body or association, or any Regulatory Authority;

Sale Period means the 10 Business Day period commencing on the Business Day after the Implementation Date.

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2.3 Merger Deeds Poll

(h) (executors, administrators, successors) a particular 2.3 Merger Deeds Poll person includes a reference to the person’s executors, This Scheme attributes actions to APT RE, APPML and APPT administrators, successors, substitutes (including RE but does not itself impose any obligations on them to persons taking by novation) and assigns; perform those activities. Each of APT RE, APPML and APPT (i) (dollars) Australian dollars, dollars, A$ or $ is a reference RE has agreed, by executing the relevant Merger Deed Poll, to the lawful currency of Australia; to perform the actions attributed to them under this Scheme. (j) (calculation of time) a period of time dating from a given day or the day of an act or event, is to be calculated exclusive of that day; 3 Conditions precedent (k) (reference to a day) a day is to be interpreted as the period of time commencing at midnight and ending 3.1 Conditions precedent 24 hours later; This Scheme is conditional on, and will have no force or (l) (meaning not limited) the words “include”, “including”, effect until, the satisfaction of each of the following conditions “for example” or “such as” when introducing an example, precedent: do not limit the meaning of the words to which the (a) as at 8.00am on the Second Court Date, the example relates to that example or examples of a similar Implementation Deed and the Merger Deeds Poll kind; not having been terminated in accordance with their (m) (holders) a reference to a holder includes a joint holder; respective terms; and (b) all of the conditions precedent set out in Schedule 2 (n) (time of day) time is a reference to Sydney time. (“Conditions Precedent”) of the Implementation Deed (other than the conditions precedent set out in: 1.3 Headings (i) Item 9 (“Court approval of AGL Share Scheme”); Headings (including those in brackets at the beginning of (ii) Item 10 (“Court approval of APPML Share Scheme”); paragraphs) are for convenience only and do not affect the (iii) Item 11 (“Court provides Second APT Judicial interpretation of this Scheme. Advice”); and (iv) Item 12 (“Court provides Second APPT Judicial Advice”), 2 Background to this Scheme of Schedule 2 (“Conditions Precedent”) of the Implementation Deed) having been satisfied or waived in 2.1 AGL, APT, APPML and APPT accordance with the terms of the Implementation Deed; (a) AGL is a public company limited by shares. It is (c) the Court having approved this Scheme, with or incorporated in Australia and registered in Victoria. without modification, pursuant to section 411(4)(b) of the It has its registered office at Level 18, 9 Hunter Street, Corporations Act, and if applicable, APPML and the other Sydney NSW 2000. parties to the Implementation Deed having accepted in (b) AGL is admitted to the official list of the ASX and writing any modification or condition made or required by AGL Shares are officially quoted on the financial market the Court under section 411(6) of the Corporations Act; conducted by ASX (as one of the stapled securities (d) the Court having approved the AGL Scheme, with or comprising Aspen Group Securities). without modification, pursuant to section 411(4)(b) of the (c) APT is a registered managed investment scheme. Corporations Act, and if applicable, AGL and the other APT RE is the responsible entity of APT. parties to the Implementation Deed having accepted in (d) As at 23 October 2015, there are 113,206,967 Aspen writing any modification or condition made or required by Group Securities on issue (each comprising one AGL the Court under section 411(6) of the Corporations Act; Share stapled to one APT Units). (e) the granting of the Second APT Judicial Advice in relation (e) APPML is an unlisted public company limited by to the APT Trust Scheme; shares. It is incorporated in Australia and registered in (f) the granting of the Second APPT Judicial Advice in Western Australia. It has its registered office at relation to the APPT Trust Scheme; Level 18, 9 Hunter Street, Sydney NSW 2000. (g) both: (f) APPT is a registered managed investment scheme. (i) the coming into effect, pursuant to section 411(10) of APPT RE is the responsible entity of APPT. the Corporations Act (and, if applicable, section 411(6) (g) As at 23 October 2015, there are 232,636,714 of the Corporations Act), of the Court Order in relation Aspen Park Securities on issue (each comprising one to this Scheme; and APPML Share stapled to one APPT Unit). (ii) the APPT Supplemental Deed taking effect pursuant to section 601GC(2) of the Corporations Act; and 2.2 Implementation Deed (h) both: AGL, APT RE, APPML and APPT RE have entered into the (i) the coming into effect, pursuant to section 411(10) of Implementation Deed to facilitate the implementation of this Scheme, the APPML Scheme, the APT Trust Scheme and the Corporations Act (and, if applicable, section 411(6) the APPT Trust Scheme. of the Corporations Act), of the Court Order in relation

• (i) the coming into effect, pursuant to section 411(10) of the Corporations Act (and, if applicable, section 411(6) of the Corporations Act), of the Court Order in relation to the AGL Scheme; and

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

• (ii) the APT Supplemental Deed taking effect pursuant to section 601GC(2) of the Corporations Act.

• (e) APPT RE must lodge with ASIC a copy of the APPT Supplemental Deed pursuant to section 601GC(2) of the Corporations Act; and

• 3.2 Satisfaction of conditions precedent (f) if requested by ASIC, APPT RE must lodge with ASIC The satisfaction or waiver of each condition precedent in a consolidated copy of the APPT Trust Constitution clause 3.1 is a condition precedent to the binding effect of this (as amended pursuant to the APPT Supplemental Scheme. Deed) in accordance with section 601GC(3) of the Corporations Act.

• 3.3 Certificate in relation to conditions precedent (a) APPML will provide to the Court at the Court hearing 5.2 Scheme Effective on Effective Date on the Second Court Date a certificate or such other Subject to clause 4.2, the Scheme becomes Effective on evidence as the Court requests confirming (in respect the Effective Date. of matters within each party’s respective knowledge) whether or not all of the conditions precedent set out in 5.3 Distribution clauses 3.1(a) and 3.1(b) have been satisfied or waived On or as soon as reasonably practicable after the Record as at 8.00am on the Second Court Date. Date, APPML must procure that the distribution set out in

• (b) The certificate referred to in clause 3.3(a) will constitute Step 12(a) of Schedule 1 to the Implementation Deed is paid conclusive evidence of whether the conditions to Aspen Parks Securityholders as at the Record Date. precedent referred to in clauses 3.1(a) and 3.1(b) have been satisfied or waived. 5.4 Application for New AGL Shares and New APT Units

• (a) On or before the Implementation Date, each Relevant

• 4 Scheme APPML Shareholder authorises and directs APPML to, and APPML must, apply on behalf of each Relevant APPML Shareholder:

• 4.1 Effective Date (i) to AGL to issue that number of New AGL Shares that

• Subject to clause 4.2, this Scheme will come into effect it is entitled to apply for under clause 5.5 at an issue

• pursuant to section 411(10) of the Corporations Act on and from the Effective Date. price of $0.0902308102 per New AGL Share; and (ii) to APT RE to issue that number of New APT Units

• 4.2 Termination Date that it is entitled to apply for under clause 5.5 at an issue price of $0.2931585835 per APT Unit,

• This Scheme will lapse and be of no further effect if the Effective Date has not occurred on or before the using the proceeds of the capital return payable to the Termination Date. Relevant APPML Shareholder under clause 5.6. (b) In respect of the above applications in clause 5.4(a), APPML may execute any required application or subscription forms as agent and attorney for the

• 5 Implementation of Scheme Relevant APPML Shareholders to become a member of AGL and APT.

• 5.1 Lodgement of Court Orders, APT Supplemental Deed and APPT Supplemental Deed with ASIC 5.5 Calculation of entitlement

• If the conditions precedent set out in clause 3.1 of this When taken together with the applications on behalf of the

• Scheme are satisfied (other than the conditions precedent Relevant APPML Shareholder under the APPT Trust Scheme,

• in clauses 3.1(g) and 3.1(h)), as soon as practicable after the each Relevant APPML Shareholder on the Record Date will Court makes the Court Orders approving this Scheme and be entitled to apply for:

• the AGL Scheme: (a) 0.5788815894 New AGL Shares in respect of each

• (a) APPML must lodge with ASIC in accordance with APPML Share and APT Unit held with any fractional

• section 411(10) of the Corporations Act an office copy of entitlement rounded up or down to the nearest whole

• the Court Order approving this Scheme; number of New AGL Shares; and

• (b) AGL must lodge with ASIC in accordance with section (b) 0.5788815894 New APT Units in respect of each

• 411(10) of the Corporations Act an office copy of the APPML Share and APT Unit held with any fractional

• Court Order approving the AGL Scheme; entitlement rounded up or down to the nearest whole

• (c) APT RE must lodge with ASIC a copy of the APT number of New APT Units. Supplemental Deed pursuant to section 601GC(2) of the Corporations Act; 5.6 Capital return

• (d) if requested by ASIC, APT RE must lodge with ASIC On the Implementation Date, APPML must make a capital a consolidated copy of the APT Trust Constitution return to Relevant APPML Shareholders of $0.0560410845 (as amended pursuant to the APT Supplemental per APPML Share on issue on the Record Date to be applied Deed) in accordance with section 601GC(3) of the by APPML on behalf of Relevant APPML Shareholders Corporations Act;

On the Implementation Date, APPML must make a capital return to Relevant APPML Shareholders of $0.0560410845 per APPML Share on issue on the Record Date to be applied by APPML on behalf of Relevant APPML Shareholders in applying for New AGL Shares and New APT Units in accordance with clauses 5.8 and 5.9.

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5.7 APPML undertaking

5.11 Treatment of excess funds

(a) APPML acknowledges for itself and on behalf of each Relevant APPML Shareholder that to the extent the application monies provided to AGL or APT RE in respect of the applications under clauses 5.4(a)(i) and 5.4(a)(ii) exceed the aggregate of the application price per security for each of the securities issued in accordance with clauses 5.8 and 5.9, that excess amount will be treated as an asset of APPML or APPT,

APPML must, as soon as practicable but in any event no (a) APPML acknowledges for itself and on behalf of later than the Implementation Date, make the application for each Relevant APPML Shareholder that to the extent New AGL Shares and New APT Units on behalf of Relevant the application monies provided to AGL or APT RE APPML Shareholders in accordance with the provisions of in respect of the applications under clauses 5.4(a)(i) clauses 5.4(a)(i) and 5.4(a)(ii) respectively by applying the and 5.4(a)(ii) exceed the aggregate of the application proceeds of the capital return as set out in clause 5.4(a). price per security for each of the securities issued in accordance with clauses 5.8 and 5.9, that excess 5.8 Issue of New AGL Shares amount will be treated as an asset of APPML or APPT, On the Implementation Date and upon the receipt of an as applicable. application from APPML (on behalf of Relevant APPML (b) To the extent the application monies provided to AGL Shareholders) to AGL for the allotment and issue of New by APPML or APPT RE in respect of the applications AGL Shares in accordance with clause 5.4(a)(i), together referred to in clause 5.10 exceed the aggregate of the with payment of the total issue price, APPML must procure application price per AGL Share for each of the AGL that AGL: Shares issued in accordance with clause 5.10, that (a) allots and issues each Relevant APPML Shareholder excess amount will be treated as an asset of AGL. the number of New AGL Shares requested in APPML’s application under clause 5.4(a)(i); and 5.12 Consolidation and rounding (b) enters each Relevant APPML Shareholder onto the Following the implementation of the steps described AGL Register as the holder of the New AGL Shares in the preceding clauses, APPML must convert each issued to it. APPML Share (including the New APPML Shares issued under clause 5.10) into that number of APPML Shares as is 5.9 Issue of New APT Units calculated by applying a conversion ratio of 0.386, provided that the consolidation will be rounded to ensure that On the Implementation Date and upon the receipt of an following the consolidation: application from APPML (on behalf of Relevant APPML (a) each Relevant APPML Shareholder other than Shareholders) to APT RE for the allotment and issue Distribution Securityholders holds that number of of New APPT Units in accordance with clause 5.4(a)(ii) APPML Shares equal to 0.386 multiplied by the number together with payment of the total issue price, APPML must procure that APT RE: of APPML Shares held immediately following the transfer of Ineligible Aspen Parks Securities to the Sale Nominee (a) allots and issues each Relevant APPML Shareholder under this Scheme, rounded up to the nearest whole the number of New APT Units requested in APPML’s number; and application under clause 5.4(a)(ii); and (b) each Distribution Securityholder holds the same number (b) enters each Relevant APPML Shareholder onto the of APPML Shares as they held AGL Shares immediately APT Register as the holder of the APT Units issued to it. prior to the In-Specie Distributions. 5.10 Issue of New APPML Shares to holders 5.13 Agreement to be bound and of AGL Shares and APT Units acknowledgement of stapling On the Implementation Date, APPML must: As a result of this Scheme taking effect in accordance with (a) on receipt of an application for New APPML Shares clause 4.1, each Relevant APPML Shareholder agrees that: made by AGL (on behalf of Relevant AGL Shareholders) (a) on and from the Implementation Date, it will be: in accordance with the AGL Scheme together with the (i) a holder of New AGL Shares and bound by the payment for the total issue price: provisions of the AGL Constitution; and (i) issue to each Relevant AGL Shareholder New APPML Shares, at an issue price of $0.0666655352 (ii) a holder of New APT Units and be bound by the provisions of the APT Constitution; and per New APPML Share, in accordance with that application; and (b) from after the implantation of the Merger Schemes on the Implementation Date, APPML Shares may only be (ii) enter in the APPML Register the name and address of each Relevant AGL Shareholder as the holder of transferred if there is a simultaneous transfer of the same number of AGL Shares, APT Units and APPT Units. the APPML Shares issued to it; and (b) on receipt of an application for New APPML Shares made by APT RE (on behalf of APT Unitholders) in accordance with the APT Trust Scheme together with 6 Buy-Back the payment for the total issue price: On the Implementation Date, following completion of the (i) issue to each Relevant APT Unitholder New transactions set out in clause 5, APPML must, and must APPML Share, at an issue price of $0.0666655352 procure that each of AGL, APT RE and APPT RE, undertake per New APPML Share, in accordance with that the Buy-Back. application; and (ii) enter in the APPML Register the name and address of each Relevant APT Unitholder as the holder of the APPML Shares issued to it.

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

7 Sale Facility

7.6 Update by the Aspen Registry

APPML must procure that the Aspen Registry:

7.1 Appointment (a) following receipt of information from the Sale APPML must, prior to the Implementation Date, appoint the Nominee in accordance with clause 7.5(c), calculates Sale Nominee and must procure the Sale Nominee does all the Sale Facility Consideration for each Ineligible things necessary to give effect to the Sale Facility. Aspen Parks Foreign Securityholder and Cash 7.2 Determination of Ineligible Aspen Parks Foreign Option Participant; and Securityholders (b) no later than 5 Business Days after the Sale Nominee After the Record Date, and prior to the Implementation has transferred the funds in the Sale Facility Account Date, APPML must in agreement with APPT RE, determine in accordance with clause 7.5(d), arranges in respect whether an Aspen Parks Foreign Securityholder, or a class of each Ineligible Aspen Parks Foreign Securityholder of Aspen Parks Foreign Securityholders, is eligible to have and Cash Option Participant for payment of the Sale issued and transferred to it or them, New APPML Shares Facility Consideration by either: and New APPT Units, such determination to be made (i) dispatching by mail to the registered address of having regard to whether such issue or transfer would be that Ineligible Aspen Parks Foreign Securityholders lawful and not unduly onerous or unduly impracticable or Cash Option Participant a cheque or bank draft (each Aspen Parks Foreign Securityholder who is not of the Sale Facility Consideration for that Ineligible deemed to be so eligible being an “Ineligible Aspen Parks Aspen Parks Foreign Securityholder or Cash Option Foreign Securityholder”). Participant payable in Australian dollars (provided that, in the case of Ineligible Aspen Parks Foreign 7.3 Transfer of Ineligible Aspen Parks Securities Securityholders or Cash Option Participants who After the Record Date and prior to the Implementation are joint holders of Aspen Parks Securities, the Date, APPML (as attorney for each Ineligible Aspen Parks cheque will be made payable to the joint holders Foreign Securityholder) must transfer all Ineligible Aspen and sent to the holder whose name appears first in Parks Securities from the Ineligible Aspen Parks Foreign the Aspen Parks Register as at the Record Date); or Securityholders to the Sale Nominee. Each Ineligible Aspen (ii) making an electronic funds transfer in Australian Parks Foreign Securityholder irrevocably appoints APPML dollars to an account nominated by that Ineligible as its agent and attorney to transfer the Ineligible Aspen Aspen Parks Foreign Securityholders or Cash Parks Securities of that Ineligible Aspen Parks Foreign Option Participant for the purposes of the Securityholder to the Sale Nominee. Sale Facility or the payment of distributions by Aspen Parks. 7.4 Transfer of Cash Option Sale Facility Securities After the completion of the Buy-Back, APPML (as attorney 7.7 Warranty for each Cash Option Participant), must transfer all Cash Each Ineligible Aspen Parks Foreign Securityholder Option Sale Facility Securities from the Cash Option and each Cash Option Participant is deemed to have Participant to the Sale Nominee. Each Cash Option represented and warranted to APPML and the Sale Participant irrevocably appoints APPML as its attorney and Nominee that all its Ineligible APPML Shares or Merged agent to transfer the Cash Option Sale Facility Securities Group Stapled Securities (as appropriate) (including any of that Cash Option Participant to the Sale Nominee. rights and entitlements attaching to those securities) which are transferred to the Sale Nominee under 7.5 Sale of Sale Securities by Sale Nominee clause 7.3 or 7.4 will, at the time they are transferred to the Sale Nominee, be fully paid and free from all APPML must procure that the Sale Nominee: mortgages, charges, liens, encumbrances and interests (a) as soon as is reasonably practicable after the of third parties of any kind (other than that they must Implementation Date, sells (or procures the sale of) the be transferred together with securities that are stapled Sale Securities in such manner, at such prices and at to them), whether legal or otherwise and restrictions on such times as it sees fit, with the objectives of: transfer of any kind not referred to in this Scheme, and (i) achieving the best price for the Sale Securities that is that it has full power and capacity to sell or otherwise reasonably obtainable at the time of the relevant sale; transfer its Ineligible Aspen Parks Securities or Merged (ii) ensuring all sales of the Sale Securities are effected in Group Stapled Securities (as applicable) (including any the ordinary course of trading on ASX during the Sale rights and entitlements attaching to those securities) in Period or under a bookbuild conducted by the Sale accordance with the Proposal. Nominee to facilitate the sales of the Sales Securities; (b) on each date on which a sale of Sale Securities is settled, 7.8 Appointment as agent – financial deposits (or procures the deposit of) all funds received services guide and notices into the Sale Facility Account; Each Ineligible Aspen Parks Foreign Securityholder and each Cash Option Participant appoints APPML as (c) once all the Sale Securities are sold, advises the Aspen its agent to receive on its behalf any financial services Registry of the completion of the sale of the Sale guide or other notices (including any updates of those Securities, the total gross sale proceeds and the average documents) that the Sale Nominee is required to provide price of each Sale Security; and to Ineligible Aspen Parks Foreign Securityholders or Cash (d) once settlement of the sale of all the Sale Securities has Option Participants under the Corporations Act.

• (d) once settlement of the sale of all the Sale Securities has occurred, and in no case later than 5 Business Days thereafter, transfers (or procures the transfer of) the funds in the Sale Facility Account to the Aspen Registry.

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8 Entitlement to participate and dealings in APPML Shares

9.3 Further action by APPML

APPML must execute all documents and do all things (on its own behalf and on behalf of each APPML Shareholder) necessary or expedient to implement, and perform its obligations under, this Scheme.

8.1 Entitlement to participate obligations under, this Scheme. Each Relevant APPML Shareholder will be entitled to participate in this Scheme. 9.4 Authority and acknowledgement Each of the APPML Shareholder: 8.2 Last day for dealings For the purpose of establishing who is a APPML (a) irrevocably consents to APPML doing all things Shareholder on the Record Date dealings in APPML Shares necessary or expedient for or incidental to the on or before the close of business on the Effective Date implementation of this Scheme; and will be recognised provided that registrable transfers in (b) acknowledges that this Scheme binds APPML and each respect of those dealings are received on or before 5.00pm APPML Shareholder (including those who do not attend (Sydney time) on the day of the Record Date, at the place the Scheme Meeting or do not vote at that meeting or where the APPML Register is kept. vote against this Scheme at that Scheme Meeting). 8.3 Obligation to register 9.5 No liability when acting in good faith APPML must register, or procure the registration of, Neither AGL nor any of its officers will be liable for anything transmission applications or transfers of the kind referred done or omitted to be done in the performance of this to in section 8.2 by the Record Date. Scheme in good faith. 8.4 Transfer requests received after Record Date 9.6 Admission and quotation APPML must not, until the day after the Implementation APPML (together with the AAPT RE) will apply for admission Date, accept for registration or recognise for any purpose of APPML and AAPT to the official list of the ASX. any transfer in respect of APPML Shares received after APPML (together with APPT RE, AGL and APT RE) will apply 5.00pm (Sydney time) on the day of the Record Date for official quotation of all New APPML Shares, New APT nor any transfer or transmission in respect of dealings Units, New AGL Shares and New APPT Units. in APPML Shares that have occurred after the close of business on the Effective Date. 9.7 Enforcement of Merger Deeds Poll APPML undertakes in favour of each APPML Shareholder to 8.5 Maintaining the APPML Register enforce the Merger Deeds Poll entered into by AGL, APT RE For the purpose of determining entitlements under the and APPT RE on behalf of and as agent and attorney for the Schemes, APPML must, until stapling has occurred under APPML Shareholders. paragraph 5.13, maintain the APPML Register in accordance with the provisions of section 8.4 and entitlements to be 9.8 Costs and stamp duty issued AGL Shares and APT Units will be determined solely APPML and APPT RE must pay all stamp duty (including any on the basis of the APPML Register (with any fractional fines, penalties and interest) and costs payable in connection entitlement disregarded). with this Scheme. 9.9 Scheme overrides APPML Constitution 9 General Scheme provisions To the extent of any inconsistency and to the extent permitted by law, this Scheme overrides the APPML Constitution and 9.1 Power of attorney binds AMPML and APPML Shareholders. Each APPML Shareholder, without the need for any further act by any APPML Shareholder, irrevocably appoints APPML 9.10 Notices and each of its directors and secretaries (jointly and each of (a) If a notice, transfer, transmission application, direction or them individually) as its attorney and agent for the purpose other communication referred to in this Scheme is sent by of giving effect to this Scheme and APPML accepts such post to Aspen Group, it will not be taken to be received appointment. in the ordinary course of post or on a date and time other than the date and time (if any) on which it is actually 9.2 Variations, alterations and conditions received at Aspen Parks’ registered office or at the office If the Court proposes to approve this Scheme subject to of the Aspen Registry. any alterations or conditions, APPML may, by its counsel or (b) The accidental omission to give notice of the Scheme solicitor, consent on behalf of all persons concerned to those Meeting or the non-receipt of such a notice by any alterations or conditions provided that in no circumstances APPML Shareholder shall not, unless so ordered by the will APPML be obliged to do so.

• (b) The accidental omission to give notice of the Scheme Meeting or the non-receipt of such a notice by any APPML Shareholder shall not, unless so ordered by the Court, invalidate the Scheme Meeting or the proceedings of the Scheme Meeting.

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

9.11 Instructions and elections

If not prohibited by law (and including where permitted or facilitated by relief granted by a Regulatory Authority), all instructions, notifications or elections by a Relevant APPML Shareholder to APPML or APPT RE binding or deemed binding between the Relevant APPML Shareholder and APPML or APPT RE relating to APPML, APPT RE or Aspen Parks Securities, including instructions, notifications or elections relating to: (a) whether distributions are to be paid by cheque or into a specific bank account; (b) payments of distributions on Aspen Parks Securities; (c) notices or other communications from APPML or APPT RE (including by email), will be deemed from the Implementation Date (except to the extent determined otherwise by AGL, APT RE, APPML and APPT RE in their sole discretion), by reason of this Scheme, to be made by the Relevant APPML Shareholder to AGL, APT RE, APPML and APPT RE and to be a binding instruction, notification or election to, and accepted by, AGL, APT RE, APPML and APPT RE in respect of the Merged Group Stapled Securities provided to that Relevant APPML Shareholder until that instruction, notification or election is revoked or amended in writing addressed to AGL, APT RE, APPML or APPT RE at its registry, and each Relevant APPML Shareholder will be deemed to have authorised the transfer of the instruction, notification or election from APPML or APPT RE to AGL and APT RE. 10 Governing law 10.1 Governing law This Scheme is governed by the law in force in New South Wales. 10.2 Jurisdiction Each party irrevocably and unconditionally: (a) submits to the non-exclusive jurisdiction of the courts of that place. (b) waives, without limitation, any claim or objection based on absence of jurisdiction or inconvenient forum.

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Annexure F(1) Deed Poll Aspen Group Limited Dated Given by Aspen Group Limited (ABN 50 004 160 927) (AGL) Details Parties Aspen Group Limited AGL Name Aspen Group Limited ABN 91 096 790 331 Address Level 18 9 Hunter Street Sydney NSW 2000 In favour of Each Eligible Securityholder Recitals A Each of AGL, APT RE, APPML and APPT RE has entered into the Implementation Deed in relation to the implementation of the Proposal. B Under the Implementation Deed, each party to that deed agreed to take certain steps to implement the Proposal. C By this deed poll, AGL covenants in favour of Eligible Securityholders to perform the obligations contemplated of it under the Schemes. King & Wood Mallesons Level 61 Governor Phillip Tower 1 Farrer Place Sydney NSW 2000 Australia T +61 2 9296 2000 F +61 2 9296 3999 DX 113 Sydney www.kwm.com

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Annexure F
Deed Polls
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Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

General terms APT Unitholder means each registered holder of an APT Unit as at the Record Date. ASIC means the Australian Securities and Investments Commission. 1 Definitions and interpretation ASX means ASX Limited (ABN 98 008 624 691) or the 1.1 Definitions market operated by it, as the context requires. In this deed poll (unless the context otherwise requires): Business Day has the meaning given in the listing rules of the ASX. AFML means Aspen Funds Management Limited (ABN 48 104 322 278). Court means the Supreme Court of New South Wales. AGL means Aspen Group Limited (ABN 50 004 160 927). Corporations Act means the Corporations Act 2001 (Cth). AGL Scheme means the scheme of arrangement under Effective means the coming into effect, pursuant to Part 5.1 of the Corporations Act between AGL and section 411(10) of the Corporations Act, of the order of the each AGL Shareholder attached as Annexure E(1) to the Court made under section 411(4)(b) of the Corporations Act Explanatory Memorandum, together with any alterations in relation to the AGL Scheme or the APPML Scheme, but made or required by the Court and which are acceptable in any event at no time before an office copy of the order of to the parties to the Implementation Deed. the Court is lodged with ASIC. AGL Share means a fully paid ordinary share in AGL. Effective Date means the date on which the AGL Scheme becomes Effective. AGL Shareholder means each registered holder of an AGL Share as at the Record Date. Eligible Securityholder means: APPML means Aspen Parks Property Management Limited (a) APT Unitholders; (ABN 91 096 790 331). (b) APPML Shareholders; and APPML Scheme means the scheme of arrangement under (c) APPT Unitholders. Part 5.1 of the Corporations Act between APPML and each Explanatory Memorandum means the explanatory APPML Shareholder attached as Annexure E(2) to the memorandum prepared by the parties to the Implementation Explanatory Memorandum, together with any alterations Deed in connection with the Proposal, lodged with ASIC on made or required by the Court and which are acceptable or about 23 October 2015. to the parties to the Implementation Deed. Implementation Deed means the deed titled “Merger APPML Share means a fully paid ordinary share in APPML. Implementation Deed” dated 14 September 2015 between APPML Shareholder means each registered holder of APPT RE, AGL, APPML and APT RE relating to the an APPML Share as at the Record Date. implementation of the Proposal (as amended). APPT means Aspen Parks Property Trust Proposal means the proposal to merge AGL, APT, APPML (ARSN 108 328 669). and APPT by Stapling in accordance with the Schemes. APPT RE means AFML in its capacity as responsible entity Record Date means 7.00pm (Sydney time) on the date that of APPT. is 3 Business Days after the Effective Date. APPT Supplemental Deed means the deed poll amending Relevant Manager means: the constitution of APPT to facilitate and effect the APPT (a) in the use of APT Unitholders, APT RE; Trust Scheme. (b) in the case of APPML Shareholders, APPML; and APPT Trust Scheme means the arrangement in (c) in the case of APPT Unitholders, APPT RE. connection with the Proposal under which APPT Unitholders are compelled to subscribe for APT Units Schemes means the AGL Scheme, the APPML Scheme, and AGL Shares, facilitated by amendments to the APPT the APT Trust Scheme and the APPT Trust Scheme. Constitution as set out in the APPT Supplemental Deed. Stapling means the linking together of an AGL Share, an APPT Unit means a fully paid ordinary unit in APPT. APT Unit, and APPML Share and an APPT Unit so that one APPT Unitholder means each registered holder of an may not be transferred or otherwise dealt with without the APPT Unit as at the Record Date. other and which are quoted on ASX jointly as a “Stapled Security” or such other terms as the ASX permits. APT means Aspen Property Trust (ARSN 104 807 767). Termination Date means 29 February 2016 or such other APT RE means AFML in its capacity as responsible entity date as is agreed by Aspen Group and Aspen Parks. of APT. APT Supplemental Deed means the deed poll amending the constitution of APT to facilitate and effect the APT Trust Scheme. APT Trust Scheme means the arrangement in connection with the Proposal under which APT Unitholders are compelled to subscribe for APPT Units and APPML Shares, facilitated by amendments to the APT Constitution as set out in the APT Supplemental Deed.

APT Unit means a fully paid ordinary unit in APT.

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3 Performance of obligations

1.2 Interpretation

In this deed poll headings are for convenience only and do not affect the interpretation and, unless the context requires otherwise:

Subject to clause 2, AGL undertakes in favour of each Eligible Securityholder to observe and perform all obligations imposed on it under, and in accordance with, the Schemes including the relevant obligations to issue AGL Shares to Eligible Securityholders in accordance with

obligations imposed on it under, and in accordance with, (a) words importing the singular include the plural and vice the Schemes including the relevant obligations to issue versa; AGL Shares to Eligible Securityholders in accordance with (b) a reference to any document is to that document as the terms of the Schemes. varied, novated, ratified or replaced; (c) the word “person” includes an individual, a firm, a body corporate, a partnership, joint venture, an unincorporated body or association; and 4 Representations and warranties (d) a reference to a clause or party is a reference to a clause AGL represents and warrants that: of, and a party to, this deed poll. (a) it is a corporation validly existing under the laws of its place of registration; 1.3 Nature of deed poll (b) it has the corporate power to enter into and perform AGL acknowledges that: its obligations under this deed poll and to carry out the (a) this deed poll may be relied on and enforced by any transactions contemplated by this deed poll; Eligible Securityholder in accordance with its terms even (c) it has taken all necessary corporate action to authorise though the Eligible Securityholders are not a party to it; its entry into this deed poll and has taken or will and take all necessary corporate action to authorise the (b) each Eligible Securityholder has appointed its Relevant performance of this deed poll and to carry out the Manager, without the need for any further act, as that transactions contemplated by this deed poll; and Eligible Securityholder’s agent and attorney for the (d) this deed poll is valid and binding upon it and purpose of enforcing this deed poll against AGL on enforceable against it in accordance with its terms. behalf of that Eligible Securityholder. 2 Conditions precedent and termination 5 Continuing obligations This deed poll is irrevocable and, subject to clause 2, 2.1 Conditions precedent remains in full force and effect until: AGL’s obligations under clause 3 are subject to the AGL (a) AGL has fully performed its obligations under this deed Scheme and APPML Scheme becoming Effective and the poll; or APT Supplemental Deed and APPT Supplemental Deed (b) any earlier termination of this deed poll under clause 2.2. being lodged with ASIC in accordance with section 601GC of the Corporations Act. 2.2 Termination 6 General AGL’s obligations under this deed poll will automatically terminate and the terms of this deed poll will be of no further 6.1 Waiver force or effect if: (a) AGL is not entitled to rely on a delay in the exercise (a) the condition in clause 2.1 is not satisfied on or before or non-exercise of a right, power, authority, discretion the Termination Date; or or remedy arising upon default under this deed poll (b) the Implementation Deed is terminated in accordance as constituting a waiver of that right, power, authority, with its terms. discretion or remedy. (b) AGL may not rely on any conduct of another person 2.3 Consequences of termination as a defence to exercise of a right, power, authority, If this deed poll is terminated under clause 2.2, then, in discretion or remedy of that person. addition and without prejudice to any other rights, powers (c) This clause may not itself be waived except in writing. or remedies available to AGL and the Eligible Securityholders: (a) AGL is released from its obligations to further perform 6.2 Variation this deed poll; and A provision of this deed poll or any right created under it (b) Eligible Securityholders each retain any rights they may not be varied, altered or otherwise amended unless each have against AGL in respect of any obligation the variation is agreed to by each of AGL, APT RE, APPT which accrued under, or by reason of any breach of RE and APPML in writing and the Court approves the any obligation imposed by, this deed poll which occurs variation in which event AGL will enter into a further deed before it is terminated. poll in favour of the Eligible Securityholders giving effect to the amendment.

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

6.3 Remedies cumulative

Signing page

The rights, powers and remedies of AGL and the Eligible Securityholders under this deed poll are cumulative and are in addition to, and do not exclude any, other rights, powers and remedies given by law independently of this deed poll.

and remedies given by law independently of this deed poll. Dated: 6.4 Assignment The rights and obligations of AGL and the Eligible Securityholders under this deed poll are personal and must EXECUTED by ASPEN GROUP LIMITED not be assigned, encumbered or otherwise dealt with at law in accordance with section 127(1) of the or in equity. Corporations Act 2001 (Cwlth) by authority of its directors: 6.5 Governing law and jurisdiction This deed poll is governed by the law in force in New South Wales. AGL irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of that place. Signature of director 6.6 Further action AGL must execute all deeds and other documents and do all things (on its own behalf or on behalf of each Eligible Name of director (block letters) Securityholder) necessary or expedient to give full effect to this deed poll and the transactions contemplated by it. EXECUTED as a deed poll Signature of director/company secretary Name of director/company secretary (block letters) Page 258

Annexure F(2) Deed Poll APT RE Dated Given by Aspen Funds Management Limited (ABN 48 104 322 278) as responsible entity of Aspen Property Trust (ARSN 104 807 767) (APT RE) Details Parties Aspen Funds Management Limited APT RE Name Aspen Funds Management Limited ABN 48 104 322 278 Address Level 18 9 Hunter Street Sydney NSW 2000 In favour of Each Eligible Securityholder Recitals A Each of AGL, APT RE, APPML and APPT RE has entered into the Implementation Deed in relation to the implementation of the Proposal. B Under the Implementation Deed, each party to that deed agreed to take certain steps to implement the Proposal. C By this deed poll, APT RE covenants in favour of Eligible Securityholders to perform the obligations contemplated of it under the Schemes. King & Wood Mallesons Level 61 Governor Phillip Tower 1 Farrer Place Sydney NSW 2000 Australia T +61 2 9296 2000 F +61 2 9296 3999 DX 113 Sydney www.kwm.com

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

General terms APT Unitholder means each registered holder of an APT Unit as at the Record Date. APT Supplemental Deed means the deed poll amending the constitution of APT to facilitate and effect the APT 1 Definitions and interpretation Trust Scheme. ASIC means the Australian Securities and Investments 1.1 Definitions Commission. In this deed poll (unless the context otherwise requires): ASX means ASX Limited (ABN 98 008 624 691) or the AFML means Aspen Funds Management Limited market operated by it, as the context requires. (ABN 48 104 322 278). Business Day has the meaning given in the listing rules AGL means Aspen Group Limited (ABN 50 004 160 927). of the ASX. AGL Scheme means the scheme of arrangement under Court means the Supreme Court of New South Wales. Part 5.1 of the Corporations Act between AGL and each AGL Shareholder attached as Annexure E(1) to the Corporations Act means the Corporations Act 2001 (Cth). Explanatory Memorandum, together with any alterations Effective means the coming into effect, pursuant to made or required by the Court and which are acceptable section 411(10) of the Corporations Act, of the order of the to the parties to the Implementation Deed. Court made under section 411(4)(b) of the Corporations Act AGL Share means a fully paid ordinary share in AGL. in relation to the AGL Scheme and the APPML Scheme, but in any event at no time before an office copy of the AGL Shareholder means each registered holder of an order of the Court is lodged with ASIC. AGL Share as at the Record Date. Effective Date means the date on which the AGL Scheme APPML means Aspen Parks Property Management and the APPML Scheme becomes Effective. Limited (ABN 91 096 790 331). Eligible Securityholder means: APPML Scheme means the scheme of arrangement under Part 5.1 of the Corporations Act between APPML (a) APPT Unitholders; and each APPML Shareholder attached as Annexure E(2) (b) APPML Shareholders; and to the Explanatory Memorandum, together with any (c) AGL Shareholders. alterations made or required by the Court and which are Explanatory Memorandum means the explanatory acceptable to the parties to the Implementation Deed. memorandum prepared by the parties to the APPML Share means a fully paid ordinary share in Implementation Deed in connection with the Proposal, APPML. lodged with ASIC on or about 23 October 2015. APPML Shareholder means each registered holder of Implementation Deed means the deed titled “Merger an APPML Share as at the Record Date. Implementation Deed” dated 14 September 2015 between APPT means Aspen Parks Property Trust APPT RE, AGL, APPML and APT RE relating to the (ARSN 108 328 669). implementation of the Proposal (as amended). APPT RE means AFML in its capacity as responsible Proposal means the proposal to merge AGL, APT, APPML entity of APPT. and APPT by Stapling in accordance with the Schemes. APPT Supplemental Deed means the deed poll Record Date means 7.00pm (Sydney time) on the date amending the constitution of APPT to facilitate and effect that is 3 Business Days after the Effective Date. the APPT Trust Scheme. Relevant Manager means: APPT Trust Scheme means the arrangement in (a) in the use of AGL Shareholders, AGL; connection with the Proposal under which APPT (b) in the case of APPML Shareholders, APPML; and Unitholders are compelled to subscribe for APT Units and AGL Shares, facilitated by amendments to the APPT (c) in the case of APPT Unitholders, APPT RE. Constitution as set out in the APPT Supplemental Deed. Schemes means the AGL Scheme, the APPML Scheme, APPT Unit means a fully paid ordinary unit in APPT. the APT Trust Scheme and the APPT Trust Scheme. APPT Unitholder means each registered holder of an Stapling means the linking together of an AGL Share, an APPT Unit participating in the APPT Trust Scheme. APT Unit, and APPML Share and an APPT Unit so that one APT means Aspen Property Trust (ARSN 104 807 767). may not be transferred or otherwise dealt with without the other and which are quoted on ASX jointly as a “Stapled APT Constitution means the constitution dated 10 May Security” or such other terms as the ASX permits. 2003 establishing APT (as amended). Termination Date means 29 February 2016 or such other APT Trust Scheme means the arrangement in connection date as is agreed by Aspen Group and Aspen Parks. with the Proposal under which APT Unitholders are compelled to subscribe for APPT Units and APPML Shares, facilitated by amendments to the APT Constitution as set out in the APT Supplemental Deed.

APT RE means AFML in its capacity as responsible entity of APT.

APT Unit means a fully paid ordinary unit in APT.

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3 Performance of obligations

1.2 Interpretation

In this deed poll headings are for convenience only and do not affect the interpretation and, unless the context requires otherwise:

Subject to clause 2, APT RE undertakes in favour of each Eligible Securityholder to observe and perform all obligations imposed on it under, and in accordance with, the Schemes including the relevant obligations to issue APT Units to Eligible Securityholders in accordance with

• obligations imposed on it under, and in accordance with,

• (a) words importing the singular include the plural and the Schemes including the relevant obligations to issue

• vice versa; APT Units to Eligible Securityholders in accordance with

• (b) a reference to any document is to that document as the terms of the Schemes. varied, novated, ratified or replaced;

• (c) the word “person” includes an individual, a firm, a body corporate, a partnership, joint venture, an unincorporated body or association; and 4 Representations and warranties

• (d) a reference to a clause or party is a reference to a APT RE represents and warrants that: clause of, and a party to, this deed poll. (a) it is a corporation validly existing under the laws of its place of registration;

• 1.3 Nature of deed poll (b) it has the corporate power to enter into and perform

• APT RE acknowledges that: its obligations under this deed poll and to carry out the

• (a) this deed poll may be relied on and enforced by any transactions contemplated by this deed poll; Eligible Securityholder in accordance with its terms (c) it has taken all necessary corporate action to authorise

• even though the Eligible Securityholders are not a party its entry into this deed poll and has taken or will take all

• to it; and necessary corporate action to authorise the performance

• (b) each Eligible Securityholder has appointed its Relevant of this deed poll and to carry out the transactions Manager, without the need for any further act, as that contemplated by this deed poll; and Eligible Securityholder’s agent and attorney for the (d) this deed poll is valid and binding upon it and enforceable

• purpose of enforcing this deed poll against APT RE against it in accordance with its terms.

• on behalf of that Eligible Securityholder.

• 2 Conditions precedent and termination 5 Continuing obligations This deed poll is irrevocable and, subject to clause 2,

• 2.1 Conditions precedent remains in full force and effect until: APT RE’s obligations under clause 3 are subject to (a) APT RE has fully performed its obligations under this

• the AGL Scheme and APPML Scheme becoming deed poll; or

• Effective and the APT Supplemental Deed and the APPT (b) any earlier termination of this deed poll under clause 2.2.

• Supplemental Deed being lodged with ASIC in accordance with section 601GC of the Corporations Act. 2.2 Termination 6 Limitation of Liability APT RE’s obligations under this deed poll will automatically terminate and the terms of this deed poll will be of no further (a) AFML enters into this deed only in its capacity as force or effect if: responsible entity of APT and in no other capacity. A (a) the condition in clause 2.1 is not satisfied on or before liability incurred by AFML arising under or in connection the Termination Date; or with this deed is limited to and can be enforced against AFML only to the extent to which it can be satisfied

• (b) the Implementation Deed is terminated in accordance out of the assets of APT out of which AFML is actually

• with its terms. indemnified for the liability. AFML will exercise its rights of indemnification in order to satisfy its obligations

• 2.3 Consequences of termination under this deed. This limitation of AFML’s liability If this deed poll is terminated under clause 2.2, then, applies despite any other provision of this deed (other in addition and without prejudice to any other rights, than clause 6(c)) and extends to all liabilities and powers or remedies available to APT RE and the obligations of AFML in any way connected with any Eligible Securityholders: representation, warranty, conduct, omission, deed or (a) APT RE is released from its obligations to further transaction related to this deed. perform this deed poll; and (b) No Eligible Sercurityholder may sue AFML in any capacity

• (b) Eligible Securityholders each retain any rights they other than as responsible entity of APT, including each have against APT RE in respect of any obligation seeking the appointment of a receiver, a liquidator, an which accrued under, or by reason of any breach of administrator or any similar person to AFML or prove any obligation imposed by, this deed poll which occurs in any liquidation, administration or arrangement of or before it is terminated. affecting AFML (except in relation to the assets of APT).

• (c) The provisions of this clause 6 do not apply to any obligation or liability of AFML to the extent that it is not satisfied because under the APT Constitution or

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

• by operation of law AFML is not indemnified or there 7.4 Assignment is an elimination of or a reduction in the extent of The rights and obligations of APT RE and the Eligible AFML’s indemnification out of the assets of APT as a Securityholders under this deed poll are personal and result of AFML’s fraud, negligence, wilful misconduct must not be assigned, encumbered or otherwise dealt or breach of trust. with at law or in equity.

• (d) No act or omission of AFML (including any related failure to satisfy its obligations or breach of 7.5 Governing law and jurisdiction representation or warranty under this deed) will be This deed poll is governed by the law in force in New considered fraud, negligence, wilful misconduct of South Wales. APT RE irrevocably and unconditionally AFML for the purpose of clause 6(c) to the extent to submits to the non-exclusive jurisdiction of the courts of which the act or omission was caused or contributed that place. to by any failure by another person (other than a person whose acts or omissions AFML is liable for, 7.6 Further action as agent, officer, employee, contractor or otherwise) to fulfil its obligations relating to APT or by any other APT RE must execute all deeds and other documents and do all things (on its own behalf or on behalf of each Eligible

• act or omission of another person (other than a Securityholder) necessary or expedient to give full effect to

• person whose acts or omissions AFML is liable for, as agent, officer, employee, contractor or otherwise) this deed poll and the transactions contemplated by it. regardless of whether or not that act or omission is purported to be done on behalf of AFML.

• (e) No receiver or receiver and manager appointed has EXECUTED as a deed poll authority to act on behalf of AFML in any way which exposes AFML to any personal liability and no act or omission of any such person will be considered fraud, negligence, wilful misconduct or a breach of a representation and warranty as to authority for the Signing page purpose of clause 6(c).

• (f) AFML is not obliged to enter into any commitment or obligation under this deed unless AFML’s liability is limited in accordance with this clause 6. Dated:

• 7 General EXECUTED by ASPEN FUNDS MANAGEMENT LIMITED IN ITS CAPACITY AS RESPONSIBLE ENTITY

• 7.1 Waiver OF ASPEN PROPERTY TRUST in accordance with (a) APT RE is not entitled to rely on a delay in the exercise section 127(1) of the Corporations Act 2001 (Cth) or non-exercise of a right, power, authority, discretion by authority of its directors: or remedy arising upon default under this deed poll as constituting a waiver of that right, power, authority, discretion or remedy.

• (b) APT RE may not rely on any conduct of another person as a defence to exercise of a right, power, Signature of director authority, discretion or remedy of that person.

• (c) This clause may not itself be waived except in writing. 7.2 Variation Name of director (block letters)

• A provision of this deed poll or any right created under it may not be varied, altered or otherwise amended unless the variation is agreed to by each of AGL, APT RE, APPT RE and APPML in writing and the Court approves the variation in which event APT RE will enter into a further Signature of director/company secretary

• deed poll in favour of the Eligible Securityholders giving effect to the amendment. 7.3 Remedies cumulative The rights, powers and remedies of APT RE and the Name of director/company secretary (block letters) Eligible Securityholders under this deed poll are cumulative and are in addition to, and do not exclude any, other rights, powers and remedies given by law independently of this deed poll.

Page 262

Annexure F(3) Deed Poll Aspen Parks Property Management Limited Dated Given by Aspen Parks Property Management Limited (ABN 91 096 790 331) (APPML) Details Parties Aspen Parks Property Management Limited AGL Name Aspen Parks Property Management Limited ABN 91 096 790 331 Address Level 18 9 Hunter Street Sydney NSW 2000 In favour of Each Eligible Securityholder Recitals A Each of AGL, APT RE, APPML and APPT RE has entered into the Implementation Deed in relation to the implementation of the Proposal. B Under the Implementation Deed, each party to that deed agreed to take certain steps to implement the Proposal. C By this deed poll, APPML covenants in favour of Eligible Securityholders to perform the obligations contemplated of it under the Schemes. King & Wood Mallesons Level 61 Governor Phillip Tower 1 Farrer Place Sydney NSW 2000 Australia T +61 2 9296 2000 F +61 2 9296 3999 DX 113 Sydney www.kwm.com

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Annexure F
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Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

General terms APT Unitholder means each registered holder of an APT Unit as at the Record Date. ASIC means the Australian Securities and Investments Commission. 1 Definitions and interpretation ASX means ASX Limited (ABN 98 008 624 691) or the 1.1 Definitions market operated by it, as the context requires. In this deed poll (unless the context otherwise requires): Business Day has the meaning given in the listing rules of the ASX. AFML means Aspen Funds Management Limited (ABN 48 104 322 278). Court means the Supreme Court of New South Wales. AGL means Aspen Group Limited (ABN 50 004 160 927). Corporations Act means the Corporations Act 2001 (Cth). AGL Scheme means the scheme of arrangement under Effective means the coming into effect, pursuant to Part 5.1 of the Corporations Act between AGL and section 411(10) of the Corporations Act, of the order of the each AGL Shareholder attached as Annexure E(1) to the Court made under section 411(4)(b) of the Corporations Explanatory Memorandum, together with any alterations Act in relation to the AGL Scheme or the APPML Scheme, made or required by the Court and which are acceptable but in any event at no time before an office copy of the to the parties to the Implementation Deed. order of the Court is lodged with ASIC. AGL Share means a fully paid ordinary share in AGL. Effective Date means the date on which the APPML Scheme becomes Effective. AGL Shareholder means each registered holder of an AGL Share as at the Record Date. Eligible Securityholder means: APPML means Aspen Parks Property Management (a) APT Unitholders; Limited (ABN 91 096 790 331). (b) AGL Shareholders; and APPML Scheme means the scheme of arrangement (c) APPT Unitholders. under Part 5.1 of the Corporations Act between APPML Explanatory Memorandum means the explanatory and each APPML Shareholder attached as Annexure E(2) memorandum prepared by the parties to the to the Explanatory Memorandum, together with any Implementation Deed in connection with the Proposal, alterations made or required by the Court and which are lodged with ASIC on or about 23 October 2015. acceptable to the parties to the Implementation Deed. Implementation Deed means the deed titled “Merger APPML Share means a fully paid ordinary share in Implementation Deed” dated 14 September 2015 between APPML. APPT RE, AGL, APPML and APT RE relating to the APPML Shareholder means each registered holder of implementation of the Proposal (as amended). an APPML Share as at the Record Date. Proposal means the proposal to merge AGL, APT, APPML APPT means Aspen Parks Property Trust and APPT by Stapling in accordance with the Schemes. (ARSN 108 328 669). Record Date means 7.00pm (Sydney time) on the date APPT RE means AFML in its capacity as responsible that is 3 Business Days after the Effective Date. entity of APPT. Relevant Manager means: APPT Supplemental Deed means the deed poll (a) in the use of APT Unitholders, APT RE; amending the constitution of APPT to facilitate and effect the APPT Trust Scheme. (b) in the case of AGL Shareholders, AGL; and APPT Trust Scheme means the arrangement in (c) in the case of APPT Unitholders, APPT RE. connection with the Proposal under which APPT Schemes means the AGL Scheme, the APPML Scheme, Unitholders are compelled to subscribe for APT Units the APT Trust Scheme and the APPT Trust Scheme. and AGL Shares, facilitated by amendments to the APPT Stapling means the linking together of an AGL Share, Constitution as set out in the APPT Supplemental Deed. an APT Unit, and APPML Share and an APPT Unit so APPT Unit means a fully paid ordinary unit in APPT. that one may not be transferred or otherwise dealt with APPT Unitholder means each registered holder of an without the other and which are quoted on ASX jointly as a APPT Unit as at the Record Date. “Stapled Security” or such other terms as the ASX permits. APT means Aspen Property Trust (ARSN 104 807 767). Termination Date means 29 February 2016 or such other date as is agreed by Aspen Group and Aspen Parks. APT RE means AFML in its capacity as responsible entity of APT. APT Supplemental Deed means the deed poll amending the constitution of APT to facilitate and effect the APT Trust Scheme.

APT Trust Scheme means the arrangement in connection with the Proposal under which APT Unitholders are compelled to subscribe for APPT Units and APPML Shares, facilitated by amendments to the APT Constitution as set out in the APT Supplemental Deed.

APT Unit means a fully paid ordinary unit in APT.

Page 264

3 Performance of obligations

1.2 Interpretation

In this deed poll headings are for convenience only and do not affect the interpretation and, unless the context requires otherwise:

Subject to clause 2, APPML undertakes in favour of each Eligible Securityholder to observe and perform all obligations imposed on it under, and in accordance with, the Schemes including the relevant obligations to issue APPML Shares to Eligible Securityholders in accordance

obligations imposed on it under, and in accordance with, (a) words importing the singular include the plural and the Schemes including the relevant obligations to issue vice versa; APPML Shares to Eligible Securityholders in accordance (b) a reference to any document is to that document as with the terms of the Schemes. varied, novated, ratified or replaced; (c) the word “person” includes an individual, a firm, a body corporate, a partnership, joint venture, an unincorporated body or association; and 4 Representations and warranties (d) a reference to a clause or party is a reference to a APPML represents and warrants that: clause of, and a party to, this deed poll. (a) it is a corporation validly existing under the laws of its place of registration; 1.3 Nature of deed poll (b) it has the corporate power to enter into and perform APPML acknowledges that: its obligations under this deed poll and to carry out the (a) this deed poll may be relied on and enforced by any transactions contemplated by this deed poll; Eligible Securityholder in accordance with its terms (c) it has taken all necessary corporate action to authorise even though the Eligible Securityholders are not a its entry into this deed poll and has taken or will party to it; and take all necessary corporate action to authorise the (b) each Eligible Securityholder has appointed its Relevant performance of this deed poll and to carry out the Manager, without the need for any further act, as that transactions contemplated by this deed poll; and Eligible Securityholder’s agent and attorney for the (d) this deed poll is valid and binding upon it and purpose of enforcing this deed poll against APPML on enforceable against it in accordance with its terms. behalf of that Eligible Securityholder. 5 Continuing obligations This deed poll is irrevocable and, subject to clause 2, 2 Conditions precedent and termination remains in full force and effect until: (a) APPML has fully performed its obligations under this 2.1 Conditions precedent deed poll; or APPML’s obligations under clause 3 are subject to the (b) any earlier termination of this deed poll under AGL Scheme and APPML Scheme becoming Effective clause 2.2. and the APT Supplemental Deed and APPT Supplemental Deed being lodged with ASIC in accordance with section 601GC of the Corporations Act. 6 General 2.2 Termination APPML’s obligations under this deed poll will automatically 6.1 Waiver terminate and the terms of this deed poll will be of no (a) APPML is not entitled to rely on a delay in the exercise further force or effect if: or non-exercise of a right, power, authority, discretion (a) the condition in clause 2.1 is not satisfied on or before or remedy arising upon default under this deed poll the Termination Date; or as constituting a waiver of that right, power, authority, discretion or remedy. (b) the Implementation Deed is terminated in accordance with its terms. (b) APPML may not rely on any conduct of another person as a defence to exercise of a right, power, authority, 2.3 Consequences of termination discretion or remedy of that person. If this deed poll is terminated under clause 2.2, then, (c) This clause may not itself be waived except in writing. in addition and without prejudice to any other rights, powers or remedies available to APPML and the Eligible 6.2 Variation Securityholders: A provision of this deed poll or any right created under it (a) APPML is released from its obligations to further may not be varied, altered or otherwise amended unless perform this deed poll; and the variation is agreed to by each of AGL, APT RE, APPT RE and APPML in writing and the Court approves the (b) Eligible Securityholders each retain any rights they variation in which event APPML will enter into a further each have against APPML in respect of any obligation deed poll in favour of the Eligible Securityholders giving which accrued under, or by reason of any breach of effect to the amendment. any obligation imposed by, this deed poll which occurs before it is terminated.

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

6.3 Remedies cumulative

Signing page

The rights, powers and remedies of APPML and the Eligible Securityholders under this deed poll are cumulative and are in addition to, and do not exclude any, other rights, powers and remedies given by law independently of this Dated: deed poll. 6.4 Assignment The rights and obligations of APPML and the Eligible EXECUTED by ASPEN PARKS PROPERTY Securityholders under this deed poll are personal and MANAGEMENT LIMITED in accordance with section 127(1) must not be assigned, encumbered or otherwise dealt of the Corporations Act 2001 (Cth) by authority of its directors: with at law or in equity. 6.5 Governing law and jurisdiction This deed poll is governed by the law in force in New South Wales. APPML irrevocably and unconditionally submits to the Signature of director non-exclusive jurisdiction of the courts of that place. 6.6 Further action APPML must execute all deeds and other documents and Name of director (block letters) do all things (on its own behalf or on behalf of each Eligible Securityholder) necessary or expedient to give full effect to this deed poll and the transactions contemplated by it. Signature of director/company secretary EXECUTED as a deed poll Name of director/company secretary (block letters) Page 266

Annexure F(4) Deed Poll APPT RE Dated Given by Aspen Funds Management Limited (ABN 48 104 322 278) as responsible entity of Aspen Parks Property Trust (ARSN 108 328 669) (APPT RE) Details Parties Aspen Funds Management Limited APPT RE Name Aspen Funds Management Limited ABN 48 104 322 278 Address Level 18 9 Hunter Street Sydney NSW 2000 In favour of Each Eligible Securityholder Recitals A Each of AGL, APPT RE, APPML and APPT RE has entered into the Implementation Deed in relation to the implementation of the Proposal. B Under the Implementation Deed, each party to that deed agreed to take certain steps to implement the Proposal. C By this deed poll, APPT RE covenants in favour of Eligible Securityholders to perform the obligations contemplated of it under the Schemes. King & Wood Mallesons Level 61 Governor Phillip Tower 1 Farrer Place Sydney NSW 2000 Australia T +61 2 9296 2000 F +61 2 9296 3999 DX 113 Sydney www.kwm.com

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

General terms APT Trust Scheme means the arrangement in connection with the Proposal under which APT Unitholders are compelled to subscribe for APPT Units and APPML Shares, facilitated by amendments to the APT Constitution 1 Definitions and interpretation as set out in the APT Supplemental Deed. APT Unit means a fully paid ordinary unit in APT. 1.1 Definitions APT Unitholder means each registered holder of an APT In this deed poll (unless the context otherwise requires): Unit as at the Record Date. AFML means Aspen Funds Management Limited ASIC means the Australian Securities and Investments (ABN 48 104 322 278). Commission. AGL means Aspen Group Limited (ABN 50 004 160 927). ASX means ASX Limited (ABN 98 008 624 691) or the AGL Scheme means the scheme of arrangement under market operated by it, as the context requires. Part 5.1 of the Corporations Act between AGL and Business Day has the meaning given in the listing rules each AGL Shareholder attached as Annexure E(1) to the of the ASX. Explanatory Memorandum, together with any alterations made or required by the Court and which are acceptable Court means the Supreme Court of New South Wales. to the parties to the Implementation Deed. Corporations Act means the Corporations Act 2001 (Cth). AGL Share means a fully paid ordinary share in AGL. Effective means the coming into effect, pursuant to AGL Shareholder means each registered holder of an section 411(10) of the Corporations Act, of the order of the AGL Share as at the Record Date. Court made under section 411(4)(b) of the Corporations Act in relation to the AGL Scheme or the APPML Scheme, but APPML means Aspen Parks Property Management in any event at no time before an office copy of the order of Limited (ABN 91 096 790 331). the Court is lodged with ASIC. APPML Scheme means the scheme of arrangement Effective Date means the date on which the AGL Scheme under Part 5.1 of the Corporations Act between APPML and the APPML Scheme becomes Effective. and each APPML Shareholder attached as Annexure E(2) to the Explanatory Memorandum, together with any Eligible Securityholder means: alterations made or required by the Court and which are (a) APT Unitholders; acceptable to the parties to the Implementation Deed. (b) AGL Shareholders; and APPML Share means a fully paid ordinary share in (c) APPML Shareholders. APPML. Explanatory Memorandum means the explanatory APPML Shareholder means each registered holder of memorandum prepared by the parties to the an APPML Share as at the Record Date. Implementation Deed in connection with the Proposal, APPT means Aspen Parks Property Trust lodged with ASIC on or about 23 October 2015. (ARSN 108 328 669). Implementation Deed means the deed titled “Merger APPT Constitution means the constitution dated 8 March Implementation Deed” dated 14 September 2015 between 2004 establishing APPT (as amended). APPT RE, AGL, APPML and APT RE relating to the APPT RE means AFML in its capacity as responsible implementation of the Proposal (as amended). entity of APPT. Proposal means the proposal to merge AGL, APT, APPML APPT Supplemental Deed means the deed poll and APPT by Stapling in accordance with the Schemes. amending the constitution of APPT to facilitate and effect Record Date means 7.00pm (Sydney time) on the date the APPT Trust Scheme. that is 3 Business Days after the Effective Date. APPT Trust Scheme means the arrangement in Relevant Manager means: connection with the Proposal under which APPT (a) in the use of APT Unitholders, APT RE; Unitholders are compelled to subscribe for APT Units (b) in the case of APPML Shareholders, APPML; and and AGL Shares, facilitated by amendments to the APPT Constitution as set out in the APPT Supplemental Deed. (c) in the case of AGL Shareholders, AGL. APPT Unit means a fully paid ordinary unit in APPT. Schemes means the AGL Scheme, the APPML Scheme, the APT Trust Scheme and the APPT Trust Scheme. APPT Unitholder means each registered holder of an APPT Unit as at the Record Date. Stapling means the linking together of an AGL Share, an APT means Aspen Property Trust (ARSN 104 807 767). APT Unit, and APPML Share and an APPT Unit so that one may not be transferred or otherwise dealt with without the APT RE means AFML in its capacity as responsible entity other and which are quoted on ASX jointly as a “Stapled of APT. Security” or such other terms as the ASX permits. APT Supplemental Deed means the deed poll amending Termination Date means 29 February 2016 or such other the constitution of APT to facilitate and effect the APT date as is agreed by Aspen Group and Aspen Parks. Trust Scheme.

Page 268

1.2 Interpretation

3 Performance of obligations

Subject to clause 2, APPT RE undertakes in favour of each Eligible Securityholder to observe and perform all obligations imposed on it under, and in accordance with, the Schemes including the relevant obligations to issue APPT Units to Eligible Securityholders in accordance with

In this deed poll headings are for convenience only and do not affect the interpretation and, unless the context requires otherwise:

• (a) words importing the singular include the plural and the Schemes including the relevant obligations to issue vice versa; APPT Units to Eligible Securityholders in accordance with the terms of the Schemes.

• (b) a reference to any document is to that document as varied, novated, ratified or replaced;

• (c) the word “person” includes an individual, a firm, a body corporate, a partnership, joint venture, an 4 Representations and warranties unincorporated body or association; and APPT RE represents and warrants that:

• (d) a reference to a clause or party is a reference to a clause of, and a party to, this deed poll. (a) it is a corporation validly existing under the laws of its place of registration;

• 1.3 Nature of deed poll (b) it has the corporate power to enter into and perform its obligations under this deed poll and to carry out the

• APPT RE acknowledges that: transactions contemplated by this deed poll;

• (a) this deed poll may be relied on and enforced by any (c) it has taken all necessary corporate action to authorise

• Eligible Securityholder in accordance with its terms even though the Eligible Securityholders are not a its entry into this deed poll and has taken or will take all necessary corporate action to authorise the

• party to it; and performance of this deed poll and to carry out the

• (b) each Eligible Securityholder has appointed its Relevant transactions contemplated by this deed poll; and

• Manager, without the need for any further act, as that (d) this deed poll is valid and binding upon it and

• Eligible Securityholder’s agent and attorney for the enforceable against it in accordance with its terms.

• purpose of enforcing this deed poll against APPT RE on behalf of that Eligible Securityholder. 5 Continuing obligations

• 2 Conditions precedent and termination This deed poll is irrevocable and, subject to clause 2, remains in full force and effect until:

• 2.1 Conditions precedent (a) APPT RE has fully performed its obligations under

• APPT RE’s obligations under clause 3 are subject to the this deed poll; or

• AGL Scheme and the APPML Scheme becoming Effective and the APT Supplemental Deed and APPT Supplemental (b) any earlier termination of this deed poll under Deed being lodged with ASIC in accordance with clause 2.2. section 601GC of the Corporations Act. 2.2 Termination 6 Limitation of Liability APPT RE’s obligations under this deed poll will automatically terminate and the terms of this deed poll (a) AFML enters into this deed only in its capacity as will be of no further force or effect if: responsible entity of APPT and in no other capacity. (a) the condition in clause 2.1 is not satisfied on or before A liability incurred by AFML arising under or in the Termination Date; or connection with this deed is limited to and can be enforced against AFML only to the extent to which it

• (b) the Implementation Deed is terminated in accordance can be satisfied out of the assets of APPT out of which

• with its terms. AFML is actually indemnified for the liability. AFML will exercise its rights of indemnification in order to

• 2.3 Consequences of termination satisfy its obligations under this deed. This limitation

• If this deed poll is terminated under clause 2.2, then, of AFML’s liability applies despite any other provision in addition and without prejudice to any other rights, of this deed (other than clause 6(c)) and extends powers or remedies available to APPT RE and the Eligible to all liabilities and obligations of AFML in any way Securityholders: connected with any representation, warranty, conduct, (a) APPT RE is released from its obligations to further omission, deed or transaction related to this deed. perform this deed poll; and (b) No Eligible Securityholder may sue AFML in any

• (b) Eligible Securityholders each retain any rights capacity other than as responsible entity of APPT, they each have against APPT RE in respect of any including seeking the appointment of a receiver, a obligation which accrued under, or by reason of any liquidator, an administrator or any similar person to breach of any obligation imposed by, this deed poll AFML or prove in any liquidation, administration or which occurs before it is terminated. arrangement of or affecting AFML (except in relation to the assets of APPT).

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

• (c) The provisions of this clause 6 do not apply to any any, other rights, powers and remedies given by law obligation or liability of AFML to the extent that it is not independently of this deed poll. satisfied because under the APPT Constitution or by operation of law AFML is not indemnified or there is 7.4 Assignment an elimination of or a reduction in the extent of AFML’s The rights and obligations of APPT RE and the Eligible indemnification out of the assets of APPT as a result Securityholders under this deed poll are personal and of AFML’s fraud, negligence, wilful misconduct or must not be assigned, encumbered or otherwise dealt breach of trust. with at law or in equity.

• (d) No act or omission of AFML (including any related failure to satisfy its obligations or breach of 7.5 Governing law and jurisdiction representation or warranty under this deed) will be This deed poll is governed by the law in force in New

• considered fraud, negligence, wilful misconduct of South Wales. APPT RE irrevocably and unconditionally

• AFML for the purpose of clause 6(c) to the extent to submits to the non-exclusive jurisdiction of the courts of

• which the act or omission was caused or contributed that place.

• to by any failure by another person (other than a person whose acts or omissions AFML is liable for, 7.6 Further action

• as agent, officer, employee, contractor or otherwise) to fulfil its obligations relating to APPT or by any APPT RE must execute all deeds and other documents and do all things (on its own behalf or on behalf of

• other act or omission of another person (other than each Eligible Securityholder) necessary or expedient

• a person whose acts or omissions AFML is liable for, as agent, officer, employee, contractor or otherwise) to give full effect to this deed poll and the transactions contemplated by it.

• regardless of whether or not that act or omission is purported to be done on behalf of AFML.

• (e) No receiver or receiver and manager appointed has authority to act on behalf of AFML in any way which EXECUTED as a deed poll exposes AFML to any personal liability and no act or omission of any such person will be considered fraud, negligence, wilful misconduct or a breach of a representation and warranty as to authority for the purpose of clause 6(c). Signing page

• (f) AFML is not obliged to enter into any commitment or obligation under this deed unless AFML’s liability is limited in accordance with this clause 6. Dated:

• 7 General EXECUTED by ASPEN FUNDS MANAGEMENT LIMITED

• 7.1 Waiver IN ITS CAPACITY AS RESPONSIBLE ENTITY OF (a) APPT RE is not entitled to rely on a delay in the ASPEN PARKS PROPERTY TRUST in accordance exercise or non-exercise of a right, power, authority, with section 127(1) of the Corporations Act 2001 (Cth) discretion or remedy arising upon default under this by authority of its directors: deed poll as constituting a waiver of that right, power, authority, discretion or remedy.

• (b) APPT RE may not rely on any conduct of another person as a defence to exercise of a right, power, authority, discretion or remedy of that person. Signature of director

• (c) This clause may not itself be waived except in writing. 7.2 Variation A provision of this deed poll or any right created under it Name of director (block letters)

• may not be varied, altered or otherwise amended unless the variation is agreed to by each of AGL, APT RE, APPT RE and APPML in writing and the Court approves the variation in which event APPT RE will enter into a further deed poll in favour of the Eligible Securityholders giving effect to the amendment. Signature of director/company secretary

7.3 Remedies cumulative

The rights, powers and remedies of APPT RE and the Eligible Securityholders under this deed poll are cumulative and are in addition to, and do not exclude

Name of director/company secretary (block letters)

Page 270

Annexure G APPF and Aspen Group Announcements

Su

Date Description 28 August 2015 Cancellation of Employee Performance Rights 14 September 2015 Merger of Aspen Groupand Aspen Parks PropertyFund 14 September 2015 Merger of Aspen Groupand APPF Presentation 14 September 2015 Merger Implementation Deed 14 September 2015 Resignation of Non-executive Director Mr Hugh Martin 14 September 2015 Merger of APZ and APPF Presentation with CEO speech notes 14 September 2015 Final Director’s Interest Notice 14 September 2015 Aspen Parks Disclosure Notice re Merger with Aspen Group 14 September 2015 Aspen Parks PropertyFund Merger Presentation 15 September 2015 Aspen Parks Settlement of three WAproperties 17 September 2015 Change of Director’s Interest Notice 17 September 2015 Change of Director’s Interest Notice 18 September 2015 Change of Director’s Interest Notice 21 September 2015 Change of Director’s Interest Notice 21 September 2015 Change in substantial holding 23 September 2015 Change of Director’s Interest Notice 24 September 2015 Change of Director’s Interest Notice 25 September 2015 Change of Director’s Interest Notice 28 September 2015 Change of Director’s Interest Notice 29 September 2015 Change of Director’s Interest Notice 30 September 2015 Change of Director’s Interest Notice 30 September 2015 Change of Director’s Interest Notice 30 September 2015 Change of Director’s Interest Notice 1 October 2015 Change of Director’s Interest Notice 2 October 2015 Appendix 3B – Performance Rights 2 October 2015 Appendix 3B – Stapled Securities 6 October 2015 Change of Director’s Interest Notice 6 October 2015 Acquisition of inner Adelaide caravanpark 15 October 2015 Merger of Aspen Groupand Aspen Parks PropertyFund 15 October 2015 Annual Report to shareholders 15 October 2015 Notice of Annual General Meeting/ProxyForm 19 October 2015 Merger of Aspen Groupand Aspen Parks PropertyFund 22 October 2015 Acquisition of inner Adelaide caravanpark completed Date Description 9 September 2015 Substantial SecurityHoldings 9 Sep2015 14 September 2015 Changes to Fund Board Members 14 Sep2015 14 September 2015 APZ (Aspen Group) Merger of Aspen Group and APPF Presentation 14 September 2015 APZ(Aspen Group)Merger of Aspen Groupand APPF 14 September 2015 Merger Implementation Deed 14 Sep2015 14 September 2015 Merger Presentation 14 Sep2015 14 September 2015 Merger of Aspen Parks Property Fund with Aspen Group 14 Sep2015 15 September 2015 Sale of Three WA Properties 15 Sep2015 21 September 2015 HardshipFacilityUpdate 21 Sep2015 6 October 2015 Substantial SecurityHoldings 6 Oct 2015 14 October 2015 Update to Securityholders 14 Oct 2015 19 October 2015 Update from the APPF Independent Board Committee 22 October 2015 Acquisition of inner Adelaide caravanpark completed perseded Draft Disclosure Document

Aspen Group Explanatory Memorandum

Annexure H Historical Financial Information

The following tables have been extracted from the previously audited annual financial statements in 2013, 2014 and 2015. Note that in 2015, Aspen Group gained control of APPF which it therefore consolidated. Prior to 2015, Aspen Group’s stake in APPF is disclosed in the balance sheet as Investment in Associate.

Supers

Consolidated Statements of fnancial position for APPF for the last three fnancial years APPF APPF APPF 30 June 2013 $’000 30 June 2014 $’000 30 June 2015 $’000 Assets Current assets Cash and cash equivalents (including term deposits) 23,218 5,935 1,789 Assets classifed as held for sale 17,015 11,956 34,171 Other current assets 6,177 2,853 2,949 Total current assets 46,410 20,744 38,909 Non-current assets Property, Plant and Equipment 237,607 177,555 172,855 Goodwill 9,774 2,480 7,187 Total non-current assets 247,381 180,035 180,042 Total assets 293,791 200,779 218,951 Liabilities Current liabilities Trade & other payables 13,964 7,769 9,111 Interest bearing loans and borrowings 475 11,956 15,800 Provisions 1,451 3,393 1,821 Other current liabilities 1,087 932 2,071 Total current liabilities 16,977 24,021 28,803 Non-current liabilities Interest bearing loans and borrowings 127,476 98,204 90,767 Other non-current liabilities 1,490 136 958 Total non-current liabilities 128,966 98,340 91,725 Total liabilities 145,943 122,361 120,528 Net assets 147,849 78,418 98,423 Equity Issued capital 186,429 187,932 222,559 Retained earnings 21,712 20,304 17,736 Reserves (60,292) (129,818) (141,872) Total equityattributable to APPF securityholders 147,849 78,418 98,423 Non-controllinginterest – – – Total equity 147,849 78,418 98,423 Key balance sheet metrics APPF securities on issue (‘000) 161,106 162,743 232,636 Net assets per statement of fnancial position 147,849 78,417 98,423 Acquisition costs capitalised into NAV – – 1,337 Unrecognised goodwill 17,616 9,515 7,757 Net differed tax liability (5,285) (1,695) – Net asset value 160,180 86,237 107,517 NAV per security ($) 0.99 0.5299 0.4622 Gearing (%) 40.0% 51.0% 46.3% . 1 Consolidated Statements of fnancial position eded Draft Disclosure Document

Consolidated Statements of financial position for Aspen Group for the last three financial years

Su	Aspen Group Aspen Group Aspen Group 30 June 2013 $’000 30 June 2014 $’000 30 June 2015 $’000 t
	Assets Current assets Cash and cash equivalents (including term deposits) 37,605 44,681 23,250 Assets classifed as held for sale 178,818 115,155 108,485 Other assets 35,091 10,967 8,285 men
	Total current assets 251,514 170,803 140,020
	Non-current assets Property, Plant and Equipment 2,427 1,436 209,794 Goodwill – – 11,953 Other non-current assets 315,411 49,481 661 Doc
	Total non-current assets 317,838 50,917 222,408
	Total assets 569,352 221,720 362,428
	Liabilities Current liabilities Trade & other payables 10,104 7,769 15,810 Liabilities of assets held for sale 136,449 23,219 602 Interest bearing loans and borrowings 3,034 2,931 33,070 Provisions 11,506 2,919 5,244 Other current liabilities 1,671 683 1,392 isclosur
	Total current liabilities 162,764 37,521 56,118
	Non-current liabilities
	Interest bearing loans and borrowings 119,892 4,500 108,821 Other non-current liabilities – – 1,427 ft
	Total non-current liabilities 119,892 4,500 110,248
	Total liabilities 282,656 42,021 166,366
	Net assets 286,696 179,699 196,062
	Equity Issued capital 522,051 523,031 514,473 Retained earnings (236,755) (320,777) (357,179) Reserves (9) (1,423) 2,660 ded
	Total equityattributable to Aspen Groupsecurityholders 283,822 199,366 159,954
	Non-controllinginterest 2,874 (19,667) 36,108
	Total equity 286,696 179,699 196,062
	Key balance sheet metrics Aspen Group securities on issue (‘000) 113,161 Net assets per statement of fnancial position 286,696 179,699 196,062 Non-controlling interests relating to APPF – – (55,252) Acquisition costs capitalised into NAV – – 1,659 Unrecognised goodwill – – 50 Net asset value 286,696 179,699 142,520 NAV per security ($) 2.31 1.50 1.26 Gearing (%) 34.0% Nil 35.0% pe

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

2 Consolidated cashflow statements

Consolidated cashflow statements for APPF for the last three financial years

for the last three fnancial years APPF APPF APPF 30 June 2013 $’000 30 June 2014 $’000 30 June 2015 $’000 Cash fows from operating activities Receipts from customers 84,046 75,262 65,978 Payments to suppliers & employees (55,248) (62,701) (53,209) Borrowing costs (6,536) (6,141) (4,975) Interest received 958 293 81 Tax (838) – 502 Net cash fows from operatingactivities 22,382 6,713 8,377 Cash fows from investing activities Acquisition of property, plant and equipment (39,607) (13,304) (35,133) Proceeds from disposal of property, plant and equipment 1,804 11 – Proceeds from disposal of assets held for sale – 17,015 – Cash invested in term deposits – (2,000) – Net cash fows from investingactivities (37,803) 1,722 (35,133) Cash fows from fnancing activities Proceeds from borrowings 30,670 – 45,425 Repayment of borrowings (17,056) (17,791) (49,018) Proceeds from the issue of stapled securities 26,445 1,798 41,212 Payments on redemption of stapled securities (11,695) – (6,000) Distribution paid (17,177) (11,430) (8,424) Payment of transaction costs (304) (295) (585) Net cash fows from fnancingactivities 10,883 (27,718) 22,610 Net cash fows (4,538) (17,283) (4,146) Superseded Draft Disclosure Document

Page 274

Consolidated cashflow statements for Aspen Group for the last three financial years

Su	for the last three fnancial years Aspen Group Aspen Group Aspen Group 30 June 2013 $’000 30 June 2014 $’000 30 June 2015 $’000 nt
	Cash fows from operating activities Receipts from customers 141,658 107,624 76,310 Payments to suppliers & employees (131,181) (58,327) (67,028) Dividends received 6,609 3,572 230 Borrowing costs (36,694) (14,114) (7,289) Interest received 11,833 1,752 1,192 ocume
	Net cash fows from operatingactivities (7,775) 40,507 3,415
	Cash fows from investing activities Proceeds from sale of investment properties 36,043 163,659 20,673 Proceeds from sale of investment in associates and joint ventures 24,437 30,546 – Proceeds from disposal of assets held for sale 20,755 10,908 18,393 Proceeds from sale of plant and equipment – 3 – Improvements to investment properties (3,688) (720) (1,031) Improvements to assets held for sale (283) – – Payments for investment in associates and joint ventures – (10,476) – Repayment of loan from third parties – – 3,000 Repayment of loan from Directors – – 2,150 Acquisition of property, plant and equipment (2,001) – (45,502) Acquisition of business – – (7,707) Acquisition of subsidiary, net of cash acquired (25,315) – (33,571) Cash invested in term deposits & restricted funds (22,300) 175 (2,834) ft Disclosure D
	Net cash fows from investingactivities 27,648 194,095 (46,429)
	Cash fows from fnancing activities Proceeds from borrowings 1,744 – 68,304 Proceeds of issue of securities 101,436 980 – Repayment of borrowings (93,903) (202,258) (20,150) Repayments from associates 445 877 – Payment of equity securities issue costs (4,279) – – Payments for securities buy-back – (8,641) Distribution paid (8,903) (17,936) (10,441) Payment for securities bought back from non-controlling interests – (5,786) Distributionpaid to non-controllinginterests (109) (11,447) (4,116) rseded Dr
	Net cash fows from fnancingactivities (3,569) (229,784) 19,170
	Net cash fows 16,304 4,818 (23,844)

Aspen Group and Aspen Parks Property Fund Explanatory Memorandum

3 Consolidated income statements

Consolidated income statement for APPF for the last three financial years

for the last three fnancial years APPF APPF APPF 30 June 2013 $’000 30 June 2014 $’000 30 June 2015 $’000 Revenue from park operations 75,153 46,639 43,444 Cost of sales (25,649) (27,255) (23,210) Grossproft 49,504 19,384 20,134 Other income 2,012 1,690 318 Administration expense (1,782) (7,272) (7,920) Propertydepreciation,fair value adjustments,other (44,335) (42,222) (11,392) Operating proft/(loss) before fnancing expenses 5,399 (28,420) (1,140) Finance income 958 245 68 Finance expenses (6,536) (5,681) (5,468) Net fnancingexpense (5,578) (5,436) (5,400) Loss from continuingoperations for theyear before tax (179) (33,856) (4,260) Income tax beneft 443 1,668 22 Loss/proft from continuing operations 264 (32,188) (4,238) Loss from discontinued operations – (16,272) (805) Loss/proft for the year after tax 264 (48,460) (5,043) Other comprehensive expense Items that will never be reclassifed to proft or loss Revaluation of property, plant and equipment (6,281) (11,368) (1,432) Related tax (1,435) (585) 530 Other comprehensive expense for theyear net of tax (7,716) (11,953) (902) Total comprehensive expense for theyear (7,452) (60,413) (5,945) cents cents cents Basic and diluted earnings per stapled security attributable to securityholders (4.693) (29.815) (2.329) Basic and diluted earnings per stapled security attributable to securityholders – continuingoperations (19.804) (1.957) Superseded Draft Disclosure Document

Page 276

Consolidated income statement for Aspen Group for the last three financial years

Su	for the last three fnancial years Aspen Group Aspen Group Aspen Group 30 June 2013 $’000 30 June 2014 $’000 30 June 2015 $’000 nt
	Revenue 26,356 21,156 44,593 Cost of sales (6,219) (5,995) (22,924) me
	Grossproft 20,137 15,161 21,669
	Expenses Administration expense (13,561) (12,812) (19,225) Propertydepreciation,fair value adjustments,other (34,291) (13,393) (33,824) ocu
	Total expenses (47,852) (26,205) (53,049) Other Income 1,124 4 Share ofprofts/losses of associates (1,162) (5,982) 473 D
	175 (4,858) 477
	Earnings before interest and income tax expenses(EBIT) (28,702) (15,902) (30,903)
	Finance income 3,008 3,069 1,128 Finance costs (2,036) (9,600) (8,124) su
	Loss before income tax (27,730) (22,433) (37,899) Income tax beneft – (12,141) – Loss from continuing operations (27,730) (34,574) (37,899) Discontinued operations Proft/(loss) for the year from discontinued operations (10,290) (47,236) 6,175 Loss for theyear (38,020) (81,810) (31,724) Disclo
	Loss attributable to ordinary equity holders of the parent entity (27,752) (70,716) (23,433) Loss attributable to non-controllinginterest (10,268) (11,094) (8,291) ft
	Loss for theyear (38,020) (81,810) (31,724)
	Earnings per security (EPS) attributable to ordinary equity holders of the parent entity from continuing operations Basic earnings per security (27.31) (22.17) (25.45) Diluted earningsper security (27.31) (22.17) (25.45) Dra
	cents cents cents d
	Earnings per security (EPS) attributable to ordinary equity holders of the parent entity Basic earnings per security (27.34) (59.05) (20.40) Diluted earningsper security (27.34) (59.05) (20.40) ede
	pers

Aspen Group Explanatory Memorandum

Corporate Directory

Aspen Group

Aspen Parks Property Fund

Aspen Group Limited Aspen Parks Property Management Ltd ABN 50 004 160 927 ABN 91 096 790 331

Aspen Property Trust Aspen Parks Property Trust ARSN 104 807 767 ARSN 108 328 669 Responsible entity Responsible entity Aspen Funds Management Limited Aspen Funds Management Limited ABN 48 104 322 278 ABN 48 104 322 278 AFSL 227933 AFSL 227933 Registered office of Registered office of Aspen Parks Property Fund Aspen Group Level 18 Level 18 9 Hunter Street 9 Hunter Street Sydney NSW 2000 Sydney NSW 2000 T 1800 220 840 T 02 9151 7500 (8.00am to 4.00pm AWST, F 02 9151 7599 Mon–Fri) e homemail@aspengroup.com.au F 08 9225 7411 w www.aspengroup.com.au e funds@aspengroup.com.au w www.aspenfunds.com.au Security registry Link Market Services Security registry Level 12 (register held in Western Australia) 680 George Street Link Market Services Sydney NSW 2000 Level 12 680 George Street Sydney NSW 2000

Level 18 9 Hunter Street Sydney NSW 2000

• T +61 2 9151 7500

F +61 2 9151 7599