ASPEN GROUP — Major Shareholding Notification 2021

Dec 1, 2021

Form 605

Corporations Act 2001

Section 671B

Notice of ceasing to be a substantial holder

To Company Name/Scheme

ACN/ARSN

ASPEN GROUP

004 160 927

1. Details of substantial holder (1)

Name Resolution Capital Limited

ACN/ARSN (if applicable)

108 584 167

The holder ceased to be a substantial holder on 30/11/2021 The previous notice was given to the company on 26/08/2021 The previous notice was dated 26/08/2021

2. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest (2) of the substantial holder or an associate (3) 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 (4)	Consideration given in relation to change (5)	Class (6) and number of securities affected	Person's votes affected
REFER TO ANNEXURE A
APZ issued 1,702,260 fully paid ordinary shares/units stapled securities on 30/11/2021 causing Resolution Capital Limited’s holding to go below the 5% threshold

3. Changes in association

The persons who have become associates (3) of, ceased to be associates of, or have changed the nature of their association (7) 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
N/A

4. Addresses

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

Name	Address
Resolution Capital Limited	LEVEL 19, 307 QUEEN STREET, BRISBANE QLD 4000

Signature

print name sign here	DAN LONGAN capacity COMPANY SECRETARY
	date 2021-12-02

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 4 of the form.

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

• (3) See the definition of "associate" in section 9 of the Corporations Act 2001.

• (4) 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.

• (5) 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.

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

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

ASPEN GROUP

ASPEN GROUP	ASPEN GROUP
Annexure A
Date of Change	Person whose relevant interest changed	Nature of change	Consideration given in relation to change	Number of securities affected	Person's votes affected	Class of securities
2021-09-15 to 2021-09- 15	Resolution Capital	Purchase/Sale	149,999.95 $	112,780	112,780	Ordinary fully paid

This is Annexure "A " as mentioned in form 605 Notice of ceasing to be a substantial holder

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Dan Longan

Company Secretary Date: 02/12/2021