COGSTATE LTD — Regulatory Filings 2012

Nov 1, 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	Bradley O’Connor
Date of last notice	5 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. Direct 2. Direct 3. Direct 4. Indirect 5. Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	1. N/A 2. N/A 3. N/A 4. As beneficiary of O’Connor Superannuation Fund [registered holder: Bradley O’Connor and Amanda O’Connor (O’Connor Superannuation Fund A/C)] 5. As beneficiary of O’Connor Superannuation Fund [registered holder: Ronnocob Pty Ltd (O’Connor Superannuation Fund A/C)]
Date of change	1. 31 October 2012 2. N/A 3. 31 October 2012 4. 31 October 2012 5. 31 October 2012

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

No. of securities held prior to change	1. Ordinary Shares 2,214,656 2. Employee Options 2,670,000 3. Investor Options 952,479 4. Ordinary Shares 243,169 5. Ordinary Shares -
Class	1. Ordinary Shares 2. Employee Options 3. Investor Options 4. Ordinary Shares 5. Ordinary Shares
Number acquired	1. 127,468 2. Nil 3. Nil 4. Nil 5. 243,169
Number disposed	1. Nil 2. Nil 3. 127,468 4. 243,169 5. Nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	1. $34,760.52 2. N/A 3. N/A 4. Nil 5. Nil
No. of securities held after change	1. Ordinary Shares 2,342,124 2. Employee Options 2,670,000 3. Investor Options 825,011 4. Ordinary Shares Nil 5. Ordinary Shares 243,169
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	1. Exercise of investor options @ $0.2727 per share 2. No change 3. Exercise of options 4. Off-market transfer of shareholding 5. Off-market transfer of shareholding

• See chapter 19 for defined terms.

Appendix 3Y Page 2

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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 detailed above traded during a+closed period where prior written clearance was required?	No
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.

Appendix 3Y Page 3

11/3/2002