COGSTATE LTD — Director's Dealing 2013

Jan 20, 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	David Simpson
Date of last notice	14 November 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.	Indirect
	2.	Direct
	3.	Direct
Nature of indirect interest	1.	David & Dawn Simpson as trustees of
(including registered holder)Note: Provide details of the circumstances giving rise to the relevantinterest.	2.	the Simpson Superannuation FundN/A
	3.	N/A
Date of change	17 January 2013
No. of securities held prior to change
	1.	Ordinary shares	916,982
	2.	Non-Executive	83,333
		Director Options
	3.	Ordinaryshares	22,223
Class	Ordinary Shares
Number acquired	1. 22,223
	2. N/A
	3. N/A
Number disposed	1.	N/A
	2.	N/A
	3.	(22,223)

• See chapter 19 for defined terms.

Appendix 3Y Page 1

11/3/2002

Appendix 3Y Change of Director’s Interest Notice

Value/ConsiderationNote: If consideration is non-cash, provide details and estimatedvaluation	1. N/A2. N/A3. N/A
No. of securities held after change	1. Ordinary shares939,2052. Non-ExecutiveDirector Options83,3333. Ordinary shares-
Nature of changeExample: on-market trade, off-market trade, exercise of options, issue ofsecurities under dividend reinvestment plan, participation in buy-back	Off-Market Transfer of ordinary 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.

==> picture [434 x 328] intentionally omitted <==

----- Start of picture text ----- Detail of contractNature of interestName of registered holder(if issued securities)Date of changeNo. and class of securities towhich interest related prior tochangeNote: Details are only required for a contract in relationto which the interest has changedInterest acquiredInterest disposedValue/ConsiderationNote: If consideration is non-cash, provide details and anestimated valuationInterest after change----- End of picture text -----

• See chapter 19 for defined terms.

Appendix 3Y Page 2

11/3/2002

Appendix 3Y Change of Director’s Interest Notice

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailedabove traded during a+closed period where prior writtenclearance was required?	Yes
If so, was prior written clearance provided to allow the tradeto proceed during this period?	Yes
If prior written clearance was provided, on what date was thisprovided?	15 January 2013

• See chapter 19 for defined terms.

Appendix 3Y Page 3

11/3/2002