COGSTATE LTD — Director's Dealing 2013

Dec 1, 2013

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	Bradley O’Connor
Date of last notice	22 November 2013

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 or indirect interest	1. Direct2. Direct3. Direct4. Indirect	1. Direct2. Direct3. Direct4. Indirect	1. Direct2. Direct3. Direct4. Indirect
	Nature of indirect interest(including registered holder)Note: Provide details of the circumstances giving rise to the relevantinterest.		1. N/A2. N/A3. N/A4. As beneficiary of O’ConnorSuperannuation Fund [registered holder:Ronnocob Pty Ltd (O’ConnorSuperannuation Fund A/C)]
	Date of change		1. 29 November 20132. N/A3. 29 November 20134. N/A
			3. 29 No	vember 2013
			4. N/A
	No. of securities held pri	or to change	1.Ordi	nary Shares2,697,125
			2.Emp	loyee Options2,920,000
			3.Inve4.Ordi	stor Options101,051nary Shares343,169
S ht 19 f dfid t

• See chapter 19 for defined terms.

Appendix 3Y Page 1

11/3/2002

Appendix 3Y Change of Director’s Interest Notice

Class	1. Ordinary Shares2. Employee Options3. Investor Options4. Ordinary Shares
Number acquired	1. 73,4922. Nil3. Nil4. Nil
Number disposed	1. Nil2. Nil3. 73,4924. Nil
Value/ConsiderationNote: If consideration is non-cash, provide details and estimated valuation	1. $20,041.272. N/A3. N/A4. N/A
No. of securities held after change	1. Ordinary Shares2,770,6172. Employee Options2,920,0003. Investor Options27,5594. Ordinary Shares343,169
Nature of changeExample: on-market trade, off-market trade, exercise of options, issue ofsecurities under dividend reinvestment plan, participation in buy-back	1. Exercise of investor options @ $0.2727per share2. No change3. Exercise of options4. No change

• See chapter 19 for defined terms.

Appendix 3Y Page 2

11/3/2002

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

Part 3 –+Closed period
Were the interests in the securities or contracts detailedabove traded during a+closed period where prior writtenclearance was required?	No
If so, was prior written clearance provided to allow the tradeto proceed during this period?
If prior written clearance was provided, on what date was thisprovided?

• See chapter 19 for defined terms.

Appendix 3Y Page 3

11/3/2002