ASPEN GROUP — Major Shareholding Notification 2019

Oct 31, 2019

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial shareholder

To: Company Name/Scheme

ACN / ARBN

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

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 (if applicable) Mill Hill Capital Pty Ltd (110 720 226)

There was a change in the interests of the substantial 30/10/2019 shareholder on

The previous notice was given to the company on

The previous notice was dated

08/05/2018 08/05/2018

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 shareholder 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)
Stapled Securities	22,382,539	22.83%	9,187,342	9.54%*

*calculated on the issued capital of 96,321,775

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
30/10/2019	Mill Hill Capital Pty Ltd ATF Mill Hill Capital Strategic Real Estate Fund	Sale	$1.15 per stapled security	13,195,197	David Dixon and John Carter

4. Present relevant interests

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

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder(8)	Nature of relevant interest (6)	Class and number of securities	Person’s votes
John Carter, David Dixon and Mill Hill Capital Pty Ltd (ACN 110 720 226)	Mill Hill Capital Pty Ltd (ACN 110 720 226) ATF Mill Hill Capital Strategic Real Estate Fund	Same as holder of Relevant Interest	In relation to David Dixon and John Carter each hold a greater than 20% interest in shares in Mill Hill Capital Pty Ltd (ACN 110 720 226) Accordingly an interest is held in	9,187,342 Stapled Securities	9,187,342

accordance with Section 608(3) of the Corporations Act. In Relation to Mill Hill Capital Pty Ltd (ACN 110 720 226) interest is held in accordance with Section 608(1) of the Corporations Act.

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 shareholder in relation to voting interests in the company or scheme are as follows:

Name and ACN (if applicable) Nature of Association

6. Addresses

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

Name	Address
All	C/O Mill Hill Capital Pty Ltd 21 Oxford Street Bondi Junction SydneyNSW 2022

Signature

print name David Dixon

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sign here

capacity Director (Mill Hill Capital Pty Ltd) Date 1 November 2019

DIRECTIONS

(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 gull and accurate details of any contra t, 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).

• (7) Details to 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 identity 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.