COCHLEAR LIMITED — Director's Dealing 2017

Aug 24, 2017

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 30/09/01 Amended 01/01/11

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	Christopher Michael Smith
Date of last notice	18 August 2017

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
Nature of indirect interest(including registered holder)Note: Provide details of the circumstances giving rise to the relevantinterest.	Not applicable
Date of change	Change 1: 18 August 2017Change 2: 18 August 2017Change 3: 22 August 2017
No. of securities held prior to change	(a) 23,025 Shares(b) 112,609 LTI Options(c) 15,377 LTI Performance Rights(d) 2,787 STI Performance Rights

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Class	(a) fully paid ordinary shares inCochlear Limited (“Shares”)(b) long term incentive options subjecttoperformancehurdlesandvestingtimeframes(“LTIOptions”)(c) long term incentive share rightssubject to performance hurdlesand vesting timeframes (“LTIPerformance Rights”)(d) short term incentive share rightssubjecttovestingtimeframes(“STI Performance Rights”)
Number acquired	Change 1: 15,412 Shares
Number disposed	Change 2: 5,000 SharesChange 3: 7,500 Shares
Value/ConsiderationNote: If consideration is non-cash, provide details and estimated valuation	Change 1: 15,412 LTI Options exercised at$68.56 per shareChange 2: $768,850Change 3: $1,162,650
No. of securities held after change	(a) 25,937 Shares(b) 97,197 LTI Options(c) 15,377 LTI Performance Rights(d) 2,787 STI Performance Rights
Nature of changeExample: on-market trade, off-market trade, exercise of options, issue ofsecurities under dividend reinvestment plan, participation in buy-back	Change 1:Mr Smith acquired a total of 15,412Shares through the exercise of 15,412 LTIOptions under the Cochlear ExecutiveIncentive Plan (CEIP). Each LTI Optionentitles Mr Smith to subscribe for, beallocated or receive the transfer of, onefully paid ordinary share in CochlearLimited.Change 2 and Change 3:On-market trades

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.

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

	Detail of contract	Change 4:Mr Smith previously entered into a financingarrangement in relation to fully paid ordinaryshares in Cochlear Limited. The transactionincluded put options expiring in August 2017. Thefinancing arrangement has been renewed in respectof 13,000 shares. As part of this financing
		arrangement, a collar is in place with the financier
		for the 13,000 shares which expires in February2018
		.
	Nature of interest	Direct
	Name of registered holder(if issued securities)	Christopher Michael Smith
	Date of change	Change 4: 22 August 2017
	No. and class of securities to whichinterest related prior to changeNote: Details are only required for a contract in relationto which the interest has changed	18,000 Shares
	Interest acquired	Refer to “Detail of contract”
	Interest disposed	Refer to “Detail of contract”
	Value/ConsiderationNote: If consideration is non-cash, provide details and anestimated valuation	A premium is payable to the financier for thetransaction.
	Interest after change	Financing arrangements relating to 13,000 shares,including a collar.

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailed abovetraded during a+closed period where prior written clearancewas required?	No
If so, was prior written clearance provided to allow the trade toproceed duringthisperiod?	Not applicable
If prior written clearance was provided, on what date was thisprovided?	Not applicable

• See chapter 19 for defined terms.

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