COGSTATE LTD — Director's Dealing 2012

Aug 27, 2012

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	Martyn Myer
Date of last notice	13 July 2012

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 – 7 Indirect interests, as numbered below8. Direct

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Nature of indirect interest(including registered holder)Note: Provide details of the circumstances giving rise to the relevantinterest.	1. As beneficiary of The M K Myer FamilySettlement [Registered holder: M FCustodians Ltd as nominee for the MyerFamily Company Ltd as custodian for MpyerInvestments Pty Ltd ATFThe M K MyerFamily Settlement]2. As beneficiary of WhereaboutsSuperannuation Fund [Registered holder: MF Custodians Ltd as nominee for the MyerFamily Company Ltd as custodian for Myer& Myer Pty Ltd ATFWhereaboutsSuperannuation Fund];3. M F Custodians Ltd as nominee for the MyerFamily Company Ltd as custodian forMartyn K Myer.4. As Trustee for Max Myer [Registered holder:M F Custodians Ltd as nominee for the MyerFamily Company Ltd as custodian forMartyn K Myer ATFMax Myer]5. M F Custodians Ltd as nominee for the MyerFamily Company Ltd as custodian forEdwina Myer.6. M F Custodians Ltd as nominee for the MyerFamily Company Ltd as custodian forLucyMyer.7. M F Custodians Ltd as nominee for the MyerFamily Company Ltd as custodian forMartyn K Myer.8. N/A
Date of change	27 August 2012
No. of securities held prior to change	1. Ordinary shares2,000,0002. Ordinary shares11,990,0003. Investor options839,7814. Ordinary Shares10,0005. Ordinary SharesN/A6. Ordinary SharesN/A7. Ordinary Shares109,2598.Non-ExecutiveDirectorOptions526,524
Class	Investor Options and Ordinary Shares
Number acquired	1. 351,8152. N/A3. N/A4. 40,0005. 50,0006. 50,0007. 382,5568. N/A

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Number disposed	1. N/A2. N/A3. (382,556)4. N/A5. N/A6. N/A7. (491,815)8. N/A
Value/ConsiderationNote: If consideration is non-cash, provide details and estimated valuation	1. $94,990.052. N/A3. N/A4. $10,8005. $13,5006. $13,5007. ($28,467.03)8. N/A
No. of securities held after change	1. Ordinary shares2,351,8152. Ordinary shares11,990,0003. Investor options457,2254. Ordinary Shares50,0005. Ordinary Shares50,0006. Ordinary Shares50,0007. Ordinary SharesN/A8.Non-ExecutiveDirector Options526,524
Nature of changeExample: on-market trade, off-market trade, exercise of options, issue ofsecurities under dividend reinvestment plan, participation in buy-back	1. Purchased ordinary shares2. N/A3. Investor options exercised4. Purchased ordinary shares5. Purchased ordinary shares6. Purchased ordinary shares7. Purchase of shares through exercise ofoptions and sale of ordinary shares8. N/A

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 Nature of interest Name of registered holder (if issued securities) Date of change

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

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

Interest acquired Interest disposed Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation Interest after change

Part 3 –[+] Closed period

Were the interests in the securities or contracts detailed No above traded during a[+] closed period where prior written clearance was required? If so, was prior written clearance provided to allow the trade N/A to proceed during this period? If prior written clearance was provided, on what date was this N/A provided?

• See chapter 19 for defined terms.

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