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ASPEN GROUP Proxy Solicitation & Information Statement 2015

Nov 10, 2015

64404_rns_2015-11-10_4d3eae38-2304-4a30-8253-3ec5ea1d4440.pdf

Proxy Solicitation & Information Statement

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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: [email protected]

MARKET RELEASE

ASX ANNOUNCEMENT 11 November 2015

Aspen Parks Property Fund – Securityholder letter regarding Merger Proposal and Discovery Offer

Aspen Group (ASX:APZ) notes the Board Committee of Aspen Parks Property Fund ( APPF ) issued a letter to its securityholders today regarding Merger Proposal and Discovery Offer.

Aspen Group encloses the letter from the APPF Board Committee.

The APPF Board Committee recommends APPF securityholders vote in favour of the Merger Proposal and reject the Discovery Offer.

Aspen Group will continue to keep the market informed as appropriate.

END

Aspen Parks Property Fund

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ARSN: 108 328 669

Aspen Parks Property Management Ltd

ABN 91 096 790 331

Aspen Funds Management Ltd ABN 48 104 322 278

11 November 2015

Suite 9, 100 Railway Road Subiaco WA 6008

PO Box 2003 Subiaco WA 6904

T +61 1800 220 840 F +61 8 9225 7411

w www.aspenfunds.com.au e [email protected]

Dear Securityholder

Thank you for the positive feedback with respect to the revised proposal received from Aspen Group ( Merger Proposal ) proposing a merger between Aspen Group and Aspen Parks Property Fund ( APPF ).

The purpose of this letter is to provide you with an update on the Merger Proposal and the unsolicited, off-market takeover offer made by a wholly owned subsidiary of Discovery Parks Holdings Pty Ltd (ACN 127 847 269) ( Discovery Parks ) to acquire all the securities of APPF at a cash price of $0.58 per APPF security ( Discovery Offer ).

Merger Proposal

The formal disclosure documents in relation to the Merger Proposal were mailed to all APPF
securityholders on 9 November 2015. Please take time to consider these documents and return your
Merger Consideration Election Form and Proxy Forms by the appropriate due dates, which are set out in
these forms.

The securityholder meeting at which APPF securityholders will vote on the Merger Proposal is currently set for 9 December 2015 .

The APPF Board Committee unanimously recommends you vote in favour of the Merger Proposal , in the absence of a superior proposal. The APPF Board Committee holds this view regardless of whether you elect to retain securities in the Merged Group or whether you elect to receive $0.60 for each of your APPF Securities in cash under the Cash Option[1] .

1 The Cash Option under the Merger Proposal is subject to an overall cap of $40.5m, which represents approximately 50% of the total merger consideration

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Discovery Offer

APPF securityholders can also expect to receive a document from Discovery Parks in relation to the
Discovery Offer known as a Bidder's Statement. APPF securityholders will also receive the APPF Board
Committee’s formal response to this, in the form of the APPF Target’s Statement, which is currently
scheduled to be despatched in mid to late November. I understand that you may be overwhelmed by the
volume of documents you are receiving. However, these documents must be sent to you under the
requirements of the Corporations Act.

The APPF Board Committee unanimously recommends you REJECT the Discovery Offer.

The APPF Board Committee has serious concerns in relation to a number of statements in the Bidder’s
Statement. These statements  reflect Discovery Parks’ desire to obtain control of the APPF assets, with
little regard to providing the best outcome for all APPF securityholders. The APPF Board Committee will
seek to clarify its position in relation to these statements in the APPF Target’s Statement. It is strongly
advised that, before doing anything in relation to the Discovery Offer, APPF securityholders wait to
receive the Target’s Statement to ensure they have access to all accurate and relevant information
pertaining to the Discovery Offer.

You do not have to do anything with respect to the Discovery Offer. To follow the APPF Board Committee’s recommendation and REJECT the Discovery Offer, simply TAKE NO ACTION in relation to the Discovery Parks’ Bidder’s Statement.

If you decide not to wait for the Target’s Statement and accept the Discovery Offer, you will only be able
to withdraw your acceptance if the Discovery Offer lapses without becoming unconditional or if the offer
period is extended by more than one month and the Discovery Offer has not become unconditional.
Accordingly, if you accept the Discovery Offer, you may be unable to accept any other superior offer that
may emerge.

What to do next

APPF securityholders are strongly encouraged to focus on the merger documents which contain
information relevant to the superior and recommended Merger Proposal. All relevant information
necessary to determine how to cast your vote and how to select the consideration option appropriate to
you is contained in these documents.

The APPF Board Committee unanimously recommends you VOTE IN FAVOUR of the Merger Proposal,

If you have any questions relating to the Merger Proposal, please contact 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.
Regular updates and Continuous Disclosures relating to the Merger Proposal and the Discovery Offer will
also be made available on the APPF website, www.aspenfunds.com.au/aspenparks.
Yours faithfully,

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Reg Gillard
Independent Non-executive Director
Aspen Parks Property Management Limited
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