COGSTATE LTD — Director's Dealing 2011

Jan 10, 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	17 December 2010

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 – 5 Indirect interests, as numbered below6. Direct

Nature of indirect interest(including registered holder)Note: Provide details of the circumstances giving rise to the relevant interest.

1. As beneficiary of WhereaboutsSuperannuation Fund [Registered holder:Myer & Myer Pty Ltd ATF WhereaboutsSuperannuation Fund];2. As beneficiary of The M K Myer FamilySettlement [Registered holder: M FCustodians Ltd as nominee for the MyerFamily Company Ltd as custodian for MyerInvestments Pty Ltd ATF The M K MyerFamily Settlement]3. As beneficiary of WhereaboutsSuperannuation Fund [Registered holder: MF Custodians Ltd as nominee for the MyerFamily Company Ltd as custodian for Myer& Myer Pty Ltd ATF WhereaboutsSuperannuation Fund];4. M F Custodians Ltd as nominee for the MyerFamily Company Ltd as custodian forMartyn K Myer.5. As Trustee for Max Myer [Registered holder:M F Custodians Ltd as nominee for the MyerFamily Company Ltd as custodian forMartyn K Myer ATF Max Myer]6. N/A

• See chapter 19 for defined terms.

Appendix 3Y Page 1

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Appendix 3Y Change of Director’s Interest Notice

Date of change	23 December 2010
No. of securities held prior to change	1. Ordinary shares2. Ordinary shares 3. Ordinary sharesTotal Ordinary shares4. Investor options5. Ordinary Shares6. Non-Executive DirectorOptions	11,000,0002,000,000 - 13,000,0001,080,15010,000555,112
Class	Ordinary Shares
Number acquired	1. N/A2. N/A3. 11,000,0004. N/A5. N/A6.N/A
Number disposed	1. 11,000,0002. N/A3. N/A4. N/A5. N/A6. N/A
Value/ConsiderationNote: If consideration is non-cash, provide details and estimated valuation	1. N/A2. N/A3. N/A4. N/A5. N/A6. N/A

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change	1. Ordinary shares2. Ordinary shares 3. Ordinary sharesTotal Ordinary shares4. Investor options5. Ordinary Shares6. Non-Executive DirectorOptions	-2,000,00011,000,00013,000,0001,080,15010,000555,112
Nature of changeExample: on-market trade, off-market trade, exercise of options, issue ofsecurities under dividend reinvestment plan, participation in buy-back	1. Transfer of legal holding2. N/A3. Transfer of legal holding4. N/A5. 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 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

• See chapter 19 for defined terms.

Appendix 3Y Page 3

11/3/2002