Appendix 3Y (Chris Smith) 22.10.2015v3 Appendix 3Y Change of Director's Interest Notice



Appendix 3Y Change of Director's Interest Notice

Rule 3.19A.2


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 30/09/01 Amended 01/01/11


Name of entity Cochlear Limited

ABN 96 002 618 073


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

Christopher Michael Smith

Date of last notice

15 September 2015


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

Direct

Nature of indirect interest (including registered holder)

Note: Provide details of the circumstances giving rise to the relevant interest.

Not applicable

Date of change

Change 1: 22 October 2015

Change 2: 27 October 2015

No. of securities held prior to change

  1. 10,788 Shares

  2. 12,531 Options

  3. 30,367 LTI Options

  4. 6,196 LTI Performance Rights

  5. 3,226 STI Performance Rights



+ See chapter 19 for defined terms.


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Appendix 3Y Change of Director's Interest Notice



Class

  1. fully paid ordinary shares in Cochlear Limited ('Shares')

  2. options over fully paid ordinary shares ('Options')

  3. long term incentive options subject to performance hurdles and vesting timeframes ('LTI Options')

  4. long term incentive share rights subject to performance hurdles and vesting timeframes ('LTI Performance Rights')

  5. short term incentive share rights subject to vesting timeframes ('STI Performance Rights')

Number acquired

Change 1: 12,531 Shares


Mr Smith acquired the Shares by the exercise of 12,531 options granted to him under the Cochlear Long Term Incentive Plan ('CELTIP Option').

Number disposed

Change 2: 5,031 Shares sold following exercise of options in Change 1.

Value/Consideration

Note: If consideration is non-cash, provide details and estimated valuation

Change 1: $62.78 per Share Change 2: $84.50 per Share

No. of securities held after change


18,288 Shares

30,367 LTI Options

6,196 LTI Performance Rights 3,226 STI Performance Rights

Nature of change

Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back


Change 1: Exercise of options Change 2: On-market trade


+ See chapter 19 for defined terms.


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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

Change 3:


Mr Smith has entered into a financing transaction with a financier to fund the exercise of Options detailed in Part 1. As part of the security arrangements for this transaction, Mr Smith has acquired put options with the financier over Shares exercisable in the event the share price is below a nominated level in October 2016.

Nature of interest

Direct

Name of registered holder (if issued securities)

Christopher Michael Smith

Date of change

Change 3: 21 October 2015

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

10,788 Shares

Interest acquired

Refer to 'Detail of contract' above

Interest disposed

Not applicable

Value/Consideration

Note: If consideration is non-cash, provide details and an estimated valuation

A premium is payable to the financier for the transaction

Interest after change

Financing arrangements relating to the acquisition of 18,288 Shares, including put options maturing in August and October 2016.

Part 3 - +Closed period


Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required?

No

If so, was prior written clearance provided to allow the trade to proceed during this period?

Not applicable

If prior written clearance was provided, on what date was this provided?

Not applicable


+ See chapter 19 for defined terms.


01/01/2011 Appendix 3Y Page 3

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