ASPEN GROUP — Major Shareholding Notification 2009

May 7, 2009

FORM 604 Corporations Act 2001 Section 671B

NOTICE OF CHANGE OF INTERESTS OF SUBSTANTIAL HOLDER

To: Company Name/Scheme

APZ - Aspen Group

ACN/ARSN

004 160 927

1. Details of Substantial Holder(1)

Name Acorn Capital Limited ACN/ARSN (if applicable) 082 694 531 There was a change in the interests of the 05-May-09 substantial holder on The previous notice was given to the company on 06-Feb-09 The previous notice was dated 06-Feb-09

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of Securities (4)	Previous notice	Previous notice	Present Notice	Present Notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
Ordinary	29,734,482	10.10%	34,034,297	11.26%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of Change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
06-Feb-2009 to 05-May-2009	Acorn Capital Limited	Purchase	$1,340,682.32	4,299,815	4,299,815

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4. Present relevant interests

Particulars of each relevant interests of the substantial holder in voting securities after the change are as follows:

Holder of Relevant Interest	Registered Holder of Securities	Person Entitled to be Registered as		Nature of relevant interest		Class and Number of Securities		Person's Votes
Microcap Investment Trust 2	National Nominees					1,079,271		1,079,271
Microcap Investment Trust 1	National Nominees					1,104,748		1,104,748
Military Superannuation & Benefits Board	National Nominees					1,123,156		1,123,156
Queensland Local Government Superannuation	JP Morgan Chase					1,160,048		1,160,048
Auscoal Superannuation Fund	JP Morgan Chase					1,590,488		1,590,488
Catholic Superannuation Fund	National Nominees					1,633,612		1,633,612
Qantas Superannuation	National Nominees					2,928,652		2,928,652
Health Super	JP Morgan Chase					3,045,814		3,045,814
Commonwealth Bank Officers' Superannuation Fund	Citicorp Nominees					3,202,542		3,202,542
Sunsuper Fund	National Nominees					3,364,043		3,364,043
Acorn Capital Microcap Trust	National Nominees					6,823,921		6,823,921
UniSuper	National Nominees					6,978,002		6,978,002

5. Changes in Associates

The persons who have become associates (2) of, ceased to be associates, or have change the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable) Name of Association

6. Addresses

The addresses of persons named in this form are as follows:

Name	Address
All Relevant Holders	C/O Acorn Capital Limited, Level 12, 90 Collins Street, Melbourne Victoria 3000

Print Name DOUGLAS LOH

Capacity Portfolio Manager

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Date 08-May-09

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