COGSTATE LTD — Director's Dealing 2011

Oct 25, 2011

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	2 September 2011

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 – 4 Indirect interests, as numbered below5. Direct	1 – 4 Indirect interests, as numbered below5. Direct
Nature of indirect interest(including registered holder)Note: Provide details of the circumstances giving rise to the relevant interest.	1. As beneficiary of The M K Myer FamilySettlement [Registered holder: M FCustodians Ltd as nominee for the MyerFamily Company Ltd as custodian forMpyerInvestments Pty LtdATF The M K MyerFamily Settlement]2. As beneficiary ofWhereaboutsSuperannuation Fund[Registered holder: MF Custodians Ltd as nominee for the MyerFamily Company Ltd as custodian for Myer& Myer Pty Ltd ATF WhereaboutsSuperannuation 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. N/A
Date of change	25 October 2011

• 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 prior to change	No. of securities held prior to change	No. of securities held prior to change	1. Ordinary shares2,000,0002. Ordinary shares11,990,0003. Investor options1,080,1504. Ordinary Shares10,0005. Non-Executive DirectorOptions426,524	1. Ordinary shares2,000,0002. Ordinary shares11,990,0003. Investor options1,080,1504. Ordinary Shares10,0005. Non-Executive DirectorOptions426,524
Class			Non-Executive Director Options
Number acquired			1. N/A2. N/A3. N/A4. N/A5. 100,000
Number disposed			1. N/A2. N/A3. N/A4. N/A5. N/A
Value/ConsiderationNote: If consideration is non-cash, provide details and estimated valuation			1. N/A2. N/A3. N/A
			4. N/A
			5. N/A
No. of securitie	s held after change
			1. Ordinary shares2 Ordinar shares	2,000,00011990000
			. y3. Investor options	,,1,080,150
			4. Ordinary Shares5 Non-Executive Direct	10,000or526524
			Options	,

• See chapter 19 for defined terms.

Appendix 3Y Page 2

11/3/2002

Appendix 3Y Change of Director’s Interest Notice

		Nature of changeExample: on-market trade, off-market trade, exercise of options, issue ofsecurities under dividend reinvestment plan, participation in buy-back	Nature of changeExample: on-market trade, off-market trade, exercise of options, issue ofsecurities under dividend reinvestment plan, participation in buy-back	1. N/A2.N/A3. N/A4. N/A5.Issue of Non-Executive DirectorOptions as approved at AnnualGeneral Meeting ofshareholders	1. N/A2.N/A3. N/A4. N/A5.Issue of Non-Executive DirectorOptions as approved at AnnualGeneral Meeting ofshareholders	1. N/A2.N/A3. N/A4. N/A5.Issue of Non-Executive DirectorOptions as approved at AnnualGeneral Meeting ofshareholders
					5.Issue of Non-Oti	xecutive Directord t A
					pons aGeneral Msharehold	s approve a nnueeting ofers
Pt 2 Ch f dit’ itt i					t

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 written**clearance 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