COG FINANCIAL SERVICES LIMITED — Director's Dealing 2012

Jul 23, 2012

Appendix 3X Initial Director’s Interest Notice

Rule 3.19A.1

Appendix 3X

Initial 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.

Name of entity Armidale Investment Corporation Limited ABN 58 100 854 788

We (the entity) give ASX the following information under listing rule 3.19A.1 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Andrew Grant
Date of appointment	24 July 2012

Part 1 - Director’s relevant interests in securities of which the director is the registered holder

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.

Number & class of securities

None

• See chapter 19 for defined terms.

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Appendix 3X Initial Director’s Interest Notice

Part 2 – Director’s relevant interests in securities of which the director is not the registered holder

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

Name of holder & nature ofinterestNote: Provide details of the circumstances giving rise tothe relevant interest.Hal Data Services Pty Limited<Hal Data Services Dir SF AC**>**Andrew Grant is one of threemembers of the Hal Data ServicesDirectors SF AC (Super Fund). Heholds approximately a 40% share ofthe Super Funds Assets	Number & class of Securities5,773,978 Ordinary Shares

Part 3 – 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	N/ARefer ASX Release dated 22 June 2012, “HalData Services Pty Ltd ("HDS”) – Exercise ofOption, Purchase of additional 15% of WaterfallArrangement and New Employment Packages”.Terms summarised as below.AnAnnualsalaryof$163,500includingsuperannuation
Nature of interest	N/A
Name of registered holder(if issued securities)	N/A
No. and class of securities towhich interest relates	N/A

Purchase of a further 15% of the Waterfall Arrangement

AIK is increasing its share of the Waterfall Arrangement by purchasing the respective portions of the Waterfall Arrangement owned by entities associated with Andrew Grant and George Matis for $918,000 each (or $1,836,000 in total) through the issue of shares in AIK at 10.0 cents per share. This will involve the allotment in total of 18.36 million shares in AIK to the vendors which will be escrowed for a period of two years

• See chapter 19 for defined terms.

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Appendix 3X Initial Director’s Interest Notice

from allotment. Following this acquisition, AIK will own 94.83% of the Waterfall Arrangement under the terms of the restructured loan. This provides AIK an increased share of any payments that will be made from HDS under the Waterfall Arrangement.

Importantly, notwithstanding the exercise of options and AIK’s increased ownership, HDS will continue to have obligations under the Loan Note to make repayments to HDS.

New Employment Agreements to be implemented

AIK has taken steps to secure the continued services of key HDS executives.

AIK believes it is important to ensure the alignment of interests of key executives and those of AIK shareholders. Following the exercise of the option and the purchase of an additional 15% of the Waterfall Arrangement, HDS executives would otherwise have limited economic ties to the profitability of HDS.

New employment terms have been agreed with a number of executives, including, where applicable, a bonus incentive scheme (“Incentive Scheme”) as a means of ensuring an alignment of interests. The proposed, and any future Incentive Schemes, are at the discretion of the board of AIK.

The Incentive Scheme will be linked to the Key Performance Indicators which each executive will be responsible for within HDS and, where applicable, AIK. Furthermore, the Incentive Scheme will be paid in the proportion of 50% cash / 50% in AIK shares, based on the weighted average share price in the preceding three month period from the Incentive Scheme results date. Further details of the employment arrangements and Incentive Schemes shall be provided once finalised and as required.

Requirements

The transactions noted above are subject to the following:

• (a) Appropriate legal documentation relating to the acquisition of the additional 15% of the Waterfall Arrangement and escrow arrangement being drafted, agreed and executed;

• (b) Appropriate legal documentation relating to Employment Agreements with executives being drafted, agreed and executed; and

• (c) Regulatory and shareholder approval (where required).

• See chapter 19 for defined terms.

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