CogState : Appendix 3B New Issue Announcement

Appendix 38

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

New issue announcement, application for quotation of additional securities

and agreement

Information or documents not available now n1ust be given to ASX as soon as available. Inforn1ation and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/o9/99, 01/07/00, 30/09/01, 11/03/02, OJ/01/03, 24/10/05, 01/08/12, 04/03/13

Nan1e of entity

I Cogstate Ltd

ABN

Iso 090 975 723

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

+Class of +securities issued or to be issued

I.	743,333
2.	1,486,667
3.	150,000
4-	416,667
5.	233,333
6.	n6,667
7.	233,333

2 Number of +securities issued or to be issued (if known) or maximum number which may be issued

I. Ordina1y shares

2. Ordinary shares 3· Ordinary shares 4- Ordinary shares

1. Ordinary shares

2. Ordinary shares

3. Ordinarv shares

1. 743,333 options. Exercise price $1.14. Expiry date 31December 2021. Final vesting date 31December 2018,

   subject to satisfaction of performance based hurdles.

2. 1,486,667 options. Exercise price

   $1.14. Expiry date 31 December 2021.

   Final vesting date 31 December 2019, subject to satisfaction of performance based hurdles.

3. 150,000 options. Exercise price $1.14. Expiry date 31 December 2022. Final vesting date 31 December 2018, subject to satisfaction of performance based hurdles.

+ 416,667 options. Exercise price $1.14.

Expiry date 31 December 2022. Final

vesting date 31 December 2019, subject to satisfaction of performance based hurdles.

1. 233,333 options. Exercise price $1.14, Expiry date 31 December 2022. Final vesting date 31 December 2020,

   subject to satisfaction of performance based hurdles.

2. 116,667 options. Exercise price $1.14, Expity date 31December 2023. Final vesting date 31 December 2020, subject to satisfaction of performance based hurdles.

3. 233,333 options. Exercise price $1.14, Expity date 31 December 2023. Final vesting date 31December 2021,

subject to satisfaction of performance based hurdles.

3 Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payn1ent; if +convertible securities, the conversion price and dates for conversion)

+ See chapter 19 for defined terms.

Appendix 1B Page 2

1. Yes

2. Yes

1. Yes

2. Yes

3. Yes

4. Yes

5. Yes

1. Do the +securities rank equally in all respects from the +issue date with an existing +class of

   quoted +securities?

   If the additional +securities do

   not rank equally, please state:

   • the date from which they do

   • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest pay1nent

   • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

     1. NIA

     2. NIA

   • NIA

   • NIA

   • NIA

   • NIA

   • NIA

2. Issue price or consideration

   1. Employee options granted under the Employee Option Plan

   2. Employee options granted under the Employee Option Plan

3. Employee options granted under the Employee Option Plan

4. Employee options granted under the Employee Option Plan

5. Employee options granted under the Employee Option Plan

6. Employee options granted under the Employee Option Plan

7. Employee options granted under the Employee Option Plan

7. Purpose of the issue

(If issued as consideration for the acquisi tion of assets, clearly identify those assets)

Yes

6a Is the entity an +eligible entity that has obtained security holder approval under rule 7.IA?

If Yes, complete sections 6b - 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i

6b The date resolution passed

the security holder 1 17 October 2016 under rule 7.tA was

L_ --'

6c Number of +securities issued Nil without security holder approval

under rule 7.1

6d Number of +securities issued Nil with security holder approval

under rule 7.lA

Nil

6e Nu1nber of +securities issued with security holder approval under rule 7,3, or another specific security holder approval (specify date of meeting)

6f Number of +securities issued Nil under an exception in rule 7.2

Not applicable

6g If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.lA.3? Include the

+issue date and both values. Include the source of the VWAP calculation.

Not applicable

6h If +securities were issued under rule 7.lA for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements

Remaining Listing Rule 7.1 Capacity - 9,478,444

Remaining Listing Rule 7.iA Capacity -

11,317,852

6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.IA - complete Annexure 1 and release to ASX Market Announcements

1. 31December 2016

7 +Jssue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 38.

+ See chapter 19 for defined tern1s.

Appendix ,B Page 4 04/01/2011