COGSTATE LTD — Director's Dealing 2010

Oct 25, 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.

Name of entity CogState Limited

ABN 80 090 975 723

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	David Simpson
Date of last notice	2 November 2009

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		1. Indirect
		2. Direct
Nature of indirect interest		1. David & Dawn Simpson as trustees
(including registered holder)Note: Provide details of the circumstances giving rise to the relevantinterest.		of the Simpson Superannuation Fund2. N/A
Date of change		1. 26 October 2010
		2. N/A
No. of securities held prior to change	1.	Ordinary shares	607,538
		Non-Executive	245,000
	Director Options
	2.	Non-Executive	170,000
	DirectorOptions
Class	2. Non-Executive Director Options
Number acquired	2. 50,000
Number disposed	Nil
Value/Consideration	Nil
Note: If consideration is non-cash, provide details and estimated valuation

• See chapter 19 for defined terms.

Appendix 3Y Page 1

11/3/2002

Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change	1. Ordinary sharesNon-ExecutiveDirector Options607,538245,0002. Non-ExecutiveDirector Options220,000
Nature of changeExample: on-market trade, off-market trade, exercise of options, issue ofsecurities under dividend reinvestment plan, participation in buy-back	Issue of Non-Executive Director Options asapproved at Annual General Meeting ofshareholders.

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.

==> picture [434 x 328] intentionally omitted <==

----- Start of picture text ----- Detail of contractNature of interestName of registered holder(if issued securities)Date of changeNo. and class of securities towhich interest related prior tochangeNote: Details are only required for a contract in relationto which the interest has changedInterest acquiredInterest disposedValue/ConsiderationNote: If consideration is non-cash, provide details and anestimated valuationInterest after change----- End of picture text -----

• See chapter 19 for defined terms.

Appendix 3Y Page 2

11/3/2002