CogState : Appendix 3B New Issue Announcement

36800e7b-eb9b-470c-9d5c-7c2a5e842627.pdf Rule 2.7, 3.10.3, 3.10.4, 3.10.5 Appendix 38 New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given toASX as soon as available. Information and documents given to ASX become ASX's prop erty and may be madepubli c.

I ntroduced 01/07/96 Origin :Appendix 5 Amended 01/07/98, 01/09/99, 01/o7/oo, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

f

Name of entity

ogstate Limited

ABN

180 090 975 723

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).

1. Unrestricted unquoted options

1 +Class of +securities issued or to be issued

1. 100,000

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

1 . 100,000 options. Exercise price $0.26.

Expiry date 17 November 2019.

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 payment; if +convertible securities, the conversion price and dates for conversion)

l . Yes

4 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 payment

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

5 Issue price or consideration l. NIA

1. Employee options lapsed under the Employee Option Plan.

6 Purpose of the issue

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

Yes

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

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

6b The date the security holder 1 22 October 2016

resolution under rule 7.IA was

passed '--

6c Number of +securities issued I Nil without security holder approval under rule 7.1

'-- -

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

under rule 7.IA '--

+ See chapter 19 for defined terms.

6e Number 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 under an exception in rule 7.2

Not applicable

6g If +securities issued under rule 7.IA, was issue price at least 75% of 15 day VWAP as calculated under rule 7.IA..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.IA for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements

Remaining Listing rule 7.1 capacity 11,448,027

Rema ining Listing rule 7.lA capacity 10,998,685

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

1. N/A

7 +Issue 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 Append ix 38.

Number	+(lass
109,986,849	Ordinary shares

8 Number and +class of all

+securities quoted on ASX ( including the +securities in section 2 if applicable)

Nil

' Nil

Number	+Class
12,109,583	Unquoted options

9 Number and +class of all

+securities not quoted on ASX

( including the +securities in section 2 if applicable)

10 Dividend policy (in the case of a I Not applicable trust, distribution policy) on the

increased capital (interests)

'-- --'

Part 2 ·Pro rata issue

11 Is security holder approval required?

12 Is the issue renounceable or non­ renounceable?

13 Ratio in which the +securities will be offered

14 +class of +securities to which the offer relates

15 +Record date to determine entitlements

1. Will holdings on different I registers (or subregisters) be aggregated for calculating

   entitlements? '-----'

   
   

2. Policy for deciding entitlements in relation to fractions

   
   

3. Names of countries in which the entity has security holders who will not be sent new offer documents

   Note; Security holders must be told how their entitlements are to be dealt with.

   Cross reference; rule 7.7.

   
   

4. Closing date for receipt of acceptances or renunciations

+ See chapter 19 for defined terms.

20 Names of any underwriters

21 Amount of any underwriting fee or commission

22 Names of any brokers to the issue

23 Fee or commission payable to the broker to the issue

Amount of any handling fee I payable to brokers who lodge acceptances or renunciations on

behalf of security holders '----'

If the issue is contingent on security holders' approval, the date of the meeting

Date entitlement and acceptance form and offer documents will be sent to persons entitled

27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders

28 Date rights trading will begin (if applicable)

29 Date rights trading will end (if I

applicable)

'-- --'

How do security holders sell their entitlements infull through a broker?

31 How do security holders sell part I of their entitlements through a broker and accept for the

balance? '----'

32 How do security holders dispose of their entitlements (except by sale through a broker)?

33 +Issue date

Part 3 ·Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of+securities

( tick one)

(a) +securities described in Part 1

D

(b) All other +securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securit ies issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

D

35 Ifthe +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders

D

If the +securities are +equity securities, a distribution schedule of the additional

+securities setting out the number of holders in the categories

l - 1,000

1,001 - 5,000

5,001 - 10,000

10,001 - 100,000

100,001 and over

37 D A copy of any trust deed for the additional +securities

+ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

38 Number of +securities for which

+quotation is sought

39 +class of +securities for which quotation is sought

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

   +securities?

   
   

   Ifthe 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 payment

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

     
     

2. Reason for request for quotation now

   Example: In the case of restricted securities, end of restriction period

   
   

   (if issued upon conversion of another +security, clearly identify that other +security)

   
   

   Number	+Class

3. Number and +class of all

+securities quoted on ASX ( including the +securities in clause 38)

Quotation agreement

1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.

1. We warrant the following to ASX.

   
   

   • The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.

     
     

   • There is no reason why those +securities should not be granted

     +quotation.

     
     

   • An offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

     Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

     
     

   • Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.

     
     

     • Ifwe are a trust, we warrant that no person has the right to return the

     +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.

     
     

2. We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

   
   

3. We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before

+quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: .... 0.V.::lJ."."................... Date: 19 January 2016

Company Secretary

Print name: Claire Newstead-Sinclair

+ See chapter 19 for defined terms.