COGSTATE LTD — Director's Dealing 2012

Nov 13, 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	David Simpson
Date of last notice	10 September 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. Indirect2. Direct3. Direct
Nature of indirect interest(including registered holder)Note: Provide details of the circumstances giving rise to the relevantinterest.	1. David & Dawn Simpson as trustees ofthe Simpson Superannuation Fund2. N/A3. N/A
Date of change	12 November 2012
No. of securities held prior to change	1. Ordinary shares607,5382. Non-ExecutiveDirector Options105,5563. Ordinaryshares309,444
Class	Non-Executive Director Options and OrdinaryShares
Number acquired	1. 309,4442. N/A3. 22,223
Number disposed	1. N/A2. (22,223)3. (309,444)

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Value/Consideration 1. N/A

Note: If consideration is non-cash, provide details and estimated 2. N/A valuation 3. $5,500.19

No. of securities held after change 1. Ordinary shares 916,982 2. Non-Executive 83,333 Director Options 3. Ordinary shares 22,223 Nature of change Exercise of Non-Executive Director Options

Example: on-market trade, off-market trade, exercise of options, issue of and Off-Market Transfer of ordinary securities under dividend reinvestment plan, participation in buy-back shares

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.

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Appendix 3Y Change of Director’s Interest Notice

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 to proceed during this period? If prior written clearance was provided, on what date was this provided?

• See chapter 19 for defined terms.

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