COGSTATE LTD — Director's Dealing 2013

Sep 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	Martyn Myer
Date of last notice	27 May 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	1 – 6. Indirect interests, as numbered below
	7- 8. Direct
Nature of indirect interest	1. As beneficiary of The M K Myer Family
(including registered holder)	Settlement [Registered holder: National
Note: Provide details of the circumstances giving rise to the relevantinterest.	Nominees Limited as custodian for MpyerInvestments Pty Ltd ATFThe M K Myer
	Family Settlement]
	2. As beneficiary of Whereabouts
	Superannuation Fund [Registered holder:
	National Nominees Limited as custodian for
	Myer & Myer Pty Ltd ATFWhereabouts
	Superannuation Fund]
	3. National Nominees Limited as custodian for
	Martyn K Myer
	4. National Nominees Limited as custodian for
	Max Myer
	5. National Nominees Limited as custodian for
	Edwina Myer
	6. National Nominees Limited as custodian for
	Lucy Myer
	7. N/A
	8. M F Custodians Ltd as custodian for Martyn
	Myer

• See chapter 19 for defined terms.

Appendix 3Y Page 1

11/3/2002

Appendix 3Y Change of Director’s Interest Notice

Date of change	29 August 2013
No. of securities held prior to change	1. Ordinary Shares2,351,8152. Ordinary Shares12,240,0003. Investor Options457,2254. Ordinary Shares50,0005. Ordinary Shares50,0006. Ordinary Shares50,0007. Non- executiveDirector Options526,5248. Ordinary Shares-
Class	Investor Options, Non-executive Director optionsand Ordinary Shares
Number acquired	1. N/A2. N/A3. N/A4. N/A5. N/A6. N/A7. N/A8. 538,749
Number disposed	1. N/A2. N/A3. (457,225)4. N/A5. N/A6. N/A7. (81,524)
Value/ConsiderationNote: If consideration is non-cash, provide details and estimated valuation	1. N/A2. N/A3. N/A4. N/A5. N/A6. N/A7. N/A8. $195,908.99

• See chapter 19 for defined terms.

Appendix 3Y Page 2

11/3/2002

Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change	1. Ordinary Shares2,351,8152. Ordinary Shares12,240,0003. Investor Options-4. Ordinary Shares50,0005. Ordinary Shares50,0006. Ordinary Shares50,0007. Non- executiveDirector Options445,0008. Ordinary Shares538,749
Nature of changeExample: on-market trade, off-market trade, exercise of options, issue ofsecurities under dividend reinvestment plan, participation in buy-back	1. No change2. No change3. Exercise of options4. No change5. No change6. No change7. Exercise of options8. Exercise of investor and non-executivedirector options.

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

• See chapter 19 for defined terms.

Appendix 3Y Page 3

11/3/2002

Appendix 3Y Change of Director’s Interest Notice

Were the interests in the securities or contracts detailedabove traded during a+closed period where prior writtenclearance was required?If so, was prior written clearance provided to allow the tradeto proceed during this period?	NoN/A
If prior written clearance was provided, on what date was thisprovided?	N/A

• See chapter 19 for defined terms.

Appendix 3Y Page 4

11/3/2002