ASPEN GROUP — Major Shareholding Notification 2016

Jun 30, 2016

604 page 1/2 15 July 2001

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme

Aspen Group, comprised of Aspen Group Limited and Aspen Property Trust

ACN/ARSN Aspen Group Limited (ACN 004 160 927) and Aspen Property Trust ( ARSN 104 807 767)

1. Details of substantial holder(1)

Name Mill Hill Capital Pty Ltd, David Dixon and John Carter ACN/ARSN (if applicable) Mill Hill Capital Pty Ltd (110 720 226)

There was a change in the interests of the substantial holder on 29/ 06 / 16 The previous notice was given to the company on 15/ 06 / 16 The previous notice was dated 15 / 06 /16

2. Previous and present voting power

Class of securities (4)	Previous notice	Previous notice	Present notice	Present notice
	Person’s votes	Voting power (5)	Person’s votes	Voting power (5)
Stapled Securities	22,219,322	19.63%	22,382,539	21.84%Other than 163,217securities purchased onmarket the percentage ofownership largely changeddue to a reduction in totalsecurities on issue arisingfrom the on-marketsecurities buy-back.On 9 May 2016 AspenGroup announced itsintention to purchase up to10% of the Group’s issuedsecurities.

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 are as follows:

Date ofchange	Person whoserelevant interestchanged	Nature of change(6)	Considerationgiven in relation tochange (7)	Class andnumber ofsecuritiesaffected	Person’s votesaffected
12/06/16	Mill Hill CapitalPty Ltd ATF MillHill CapitalStrategic RealEstate Fund	On MarketPurchase ofSecurites	$199,124.74	163,217 (StapledSecurities)	David Dixon and JohnCarter

4. Present relevant interests

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

Holder ofrelevantinterest	Registeredholder ofsecurities	Person entitled to beregistered as holder(8)	Nature of relevantinterest (6)	Class andnumber ofsecurities	Person’svotes
John Carter,David Dixonand Mill HillCapital PtyLtd (ACN110 720226)	Mill HillCapital PtyLtd (ACN 110720 226)ATF Mill HillCapitalStrategicReal EstateFund	Same as holder ofRelevant Interest	In Relation to DavidDixon and John Cartereach hold a greaterthan 20% interest inshares in Mill HillCapital Pty Ltd (ACN110 720 226).Accordingly an interestis held in accordancewith Section 608(3) ofthe Corporations Act.In Relation to Mill HillCapital Pty Ltd (ACN110 720 226) interest isheld in accordance withSection 608(1) of theCorporationsAct.	22,382,539StapledSecurities	22,382,539

604 page 2/2 15 July 2001

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed 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) Nature of association 6. Addresses The addresses of persons named in this form are as follows: Name Address All C/O Mill Hill Capital Pty Ltd 21 Oxford St Bondi Junction Sydney NSW 2022 Signature John Carter capacity Director (Mill Hill Capital Pty Ltd) print name sign here date 1 / 07 / 2016 DIRECTIONS

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

• (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.

• (2) See the definition of “associate” in section 9 of the Corporations Act 2001.

• (3) See the definition of “relevant interest” in sections 608 and 671B(7) of the Corporations Act 2001.

• (4) The voting shares of a company constitute one class unless divided into separate classes.

• (5) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.

• (6) Include details of:

  • (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

  • (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of “relevant agreement” in section 9 of the Corporations Act 2001.

• (7) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

• (8) If the substantial holder is unable to determine the identify of the person (eg. if the relevant interest arises because of an option) write “unknown”.

• (9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.