COGSTATE LTD — Director's Dealing 2014

Feb 25, 2014

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	23 December 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, 8, 9. Indirect interests, as numbered below7. Direct

• See chapter 19 for defined terms.

Appendix 3Y Page 1

11/3/2002

Appendix 3Y Change of Director’s Interest Notice

Nature of indirect interest(including registered holder)Note: Provide details of the circumstances giving rise to the relevantinterest.	1. As beneficiary of The M K Myer FamilySettlement [Registered holder: NationalNominees Limited as custodian for MpyerInvestments Pty Ltd ATFThe M K MyerFamily Settlement]2. As beneficiary of WhereaboutsSuperannuation Fund [Registered holder:National Nominees Limited as custodian forMyer & Myer Pty Ltd ATFWhereaboutsSuperannuation Fund]3. National Nominees Limited as custodian forMartyn K Myer4. National Nominees Limited as custodian forMax Myer5. National Nominees Limited as custodian forEdwina Myer6. National Nominees Limited as custodian forLucy Myer7. N/A8. As beneficiary of WhereaboutsSuperannuation Fund [registered holder:Myer and Myer Pty Ltd ATFWhereaboutsSuperannuation Fund]9. National Nominees as custodian forMartynMyer	1. As beneficiary of The M K Myer FamilySettlement [Registered holder: NationalNominees Limited as custodian for MpyerInvestments Pty Ltd ATFThe M K MyerFamily Settlement]2. As beneficiary of WhereaboutsSuperannuation Fund [Registered holder:National Nominees Limited as custodian forMyer & Myer Pty Ltd ATFWhereaboutsSuperannuation Fund]3. National Nominees Limited as custodian forMartyn K Myer4. National Nominees Limited as custodian forMax Myer5. National Nominees Limited as custodian forEdwina Myer6. National Nominees Limited as custodian forLucy Myer7. N/A8. As beneficiary of WhereaboutsSuperannuation Fund [registered holder:Myer and Myer Pty Ltd ATFWhereaboutsSuperannuation Fund]9. National Nominees as custodian forMartynMyer
Date of change	21 February 2014
No. of securities held prior to change	1. Ordinary Shares3,895,7922. Ordinary Shares12,788,9593. Investor Options-4. Ordinary Shares56,2505. Ordinary Shares56,2506. Ordinary Shares56,2507. Non- executiveDirector Options495,0008. Ordinary Shares33,6209. Ordinary Shares606,093
Class	Ordinary Shares
Number acquired	1. N/A2. 639,7133. N/A4. N/A5. N/A6. N/A7. N/A8. N/A9. N/A

• See chapter 19 for defined terms.

Appendix 3Y Page 2

11/3/2002

Appendix 3Y Change of Director’s Interest Notice

	Number disposed	Number disposed	Number disposed	1. N/A2. N/A3. N/A4. N/A5. N/A6. N/A7. N/A8. (33,620)9. (606,093)	1. N/A2. N/A3. N/A4. N/A5. N/A6. N/A7. N/A8. (33,620)9. (606,093)	1. N/A2. N/A3. N/A4. N/A5. N/A6. N/A7. N/A8. (33,620)9. (606,093)	1. N/A2. N/A3. N/A4. N/A5. N/A6. N/A7. N/A8. (33,620)9. (606,093)
				3	.. N/A
				45	. N/A. N/A
				67	. N/A. N/A
				89	. (33,620)(606093)
					. ,
	Value/Co	nsideration		1	. N/A
	Note: If consi	deration is non-cash, provide detai	ls and estimated valuation	23	. ($212,132.55)N/A
	No. of securities held after change			1. Ordinary Shares3,895,7922. Ordinary Shares13,428,6723. Investor Options-4. Ordinary Shares56,2505. Ordinary Shares56,2506. Ordinary Shares56,2507. Non- executiveDirector Options495,0008. Ordinary Shares-9. Ordinary Shares-
	Nature of changeExample: on-market trade, off-market trade, exercise of options, issue ofsecurities under dividend reinvestment plan, participation in buy-back			1. 2. 3. 4. 5. 6. 7. 8. 9.		No change.Transfer of 33,620 shares from WhereaboutsSuperannuation Fund [registered holder:Myer and Myer Pty Ltd ATFWhereaboutsSuperannuation Fund]; andAcquisition of 606,093 shares at $0.35 eachfrom National Nominees as custodian forMartyn MyerNo changeNo change.No change.No change.No changeTransfer of 33,620 shares to WhereaboutsSuperannuation Fund [Registered holder:National Nominees Limited as custodian forMyer & Myer Pty Ltd ATFWhereaboutsSuperannuation Fund.Sale of 606,093 shares at $0.35 each toWhereaboutsSuperannuationFund[Registeredholder:NationalNomineesLimited as custodian for Myer & Myer PtyLtd ATFWhereabouts Superannuation Fund.

• See chapter 19 for defined terms.

Appendix 3Y Page 3

11/3/2002

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 detailedabove traded during a+closed period where prior writtenclearance was required?	No
If so, was prior written clearance provided to allow the tradeto proceed during this period?	N/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