COCHLEAR LIMITED — Director's Dealing 2010

Oct 18, 2010

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/9/2001.

Introduced 30/9/2001.
Name of entity	Cochlear Limited
ABN	96 002 618 073

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Dr Christopher Graham Roberts
Date of last notice	10 September 2010

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Direct and Indirect.
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	12,000 fully paid ordinary shares in Cochlear Limited are held by Cabbit Pty Limited as trustee for two trusts of which Dr Roberts is a beneficiary.
Date of change	19 October 2010
No. of securities held prior to change	(a) 660,592 fully paid ordinary shares in Cochlear Limited (648,592 direct and 12,000 indirect). (b) 275,988 options each over one fully paid ordinary share in Cochlear Limited (115,977vested and 160,011 unvested).
Class	(a) Ordinary shares. (b) Options over ordinary shares.

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Number acquired	86,272 options over fully paid ordinary shares (“Options”).
Number disposed	None.
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Nil.
No. of securities held after change	(a) 660,592 fully paid ordinary shares in Cochlear Limited (648,592 direct and 12,000 indirect). (b) 362,260 options each over one fully paid ordinary share in Cochlear Limited (115,977 vested and 246,283 unvested).
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	The Options are Dr Roberts’ participation in the Cochlear Executive Long Term Incentive Plan (“CELTIP”). The grant of the Options required the approval of the Cochlear Limited shareholders at the Annual General Meeting. The shareholders of Cochlear Limited approved the grant of the Options to Dr Roberts at the Annual General Meeting on 19 October 2010. The Options are taken to be granted on 16 August 2010. The Options are subject to the vesting criteria in the CELTIP and will lapse if the vestingcriteria are not met.

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	Not Applicable – See Part 1.
Nature of interest	Direct.
Name of registered holder (if issued securities)	Dr Christopher Graham Roberts.
Date of change	Not Applicable – See Part 1.
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	Not Applicable – See Part 1.
Interest acquired	Not Applicable – See Part 1.
Interest disposed	Not Applicable – See Part 1.
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	Not Applicable – See Part 1.

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Interest after change

(a) Financing arrangement relating to 30,000 fully paid ordinary shares in Cochlear Limited (including put and call options exercisable in 2010). (b) Financing arrangement relating to 48,991 fully paid ordinary shares in Cochlear Limited (including put and call options exercisable in 2011). (c) Financing arrangement in relation to 170,018 fully paid ordinary shares in Cochlear Limited (including put and call options exercisable in 2010 (in respect of 70,000 of these shares) and in 2011 (in respect of 100,018 of these shares)). (d) Financing arrangement relating to 33,646 fully paid ordinary shares in Cochlear Limited (including put and call options exercisable in 2011). (e) Financing arrangement relating to 164,321 fully paid ordinary shares in Cochlear Limited (including put and call options exercisable in 2011 (in respect of 124,321 shares) and 2012 (in respect of 40,000 shares)).

• See chapter 19 for defined terms.

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