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

5 November 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: 15 August 2016

Change 2: 15 August 2016

Change 3: 12 August 2016

Change 4: 11 August 2016

Change 5: 16 August 2016

No. of securities held prior to change

  1. 18,288 shares

  2. 99,414 LTI Options

  3. 11,837 LTI Performance Rights

  4. 3,226 STI Performance Rights

Class

  1. fully paid ordinary shares in Cochlear Limited ("shares")

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

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

  4. short term incentive share rights subject to vesting timeframes ("STI Performance Rights")

Number acquired

Change 1: 12,098 shares

Change 2: 2,587 shares

Change 3: 1,199 shares

Number disposed

Change 4: 10,788 shares

Change 5: 5,384 shares

Value/Consideration

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

Change 1: 12,098 LTI Options exercised at

$59.13 per share

Change 2: 2,587 LTI Performance Rights at

nil exercise price

Change 3: 1,199 STI Performance Rights at

nil exercise price

Change 4: $135.3634

Change 5: $138.3519

No. of securities held after change

  1. 18,000 shares

  2. 84,459 LTI Options

  3. 8,639 LTI Performance Rights

  4. 2,027 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, Change 2 and Change 3:

Mr Smith acquired a total of 15,884 shares through the exercise of 12,098 LTI Options, 2,587 LTI Performance Rights, and 1,199 STI Performance Rights under the Cochlear Executive Incentive Plan. Each LTI Option, LTI Performance Right and STI Performance Right entitles Mr Smith to subscribe for, be allocated or receive the transfer of, one fully paid ordinary share in Cochlear Limited.

Change 4 and Change 5: On-market trade

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 6:

Mr Smith previously entered into a financing arrangement in relation to fully paid ordinary shares in Cochlear Limited. The transaction included put options exercisable in August and October 2016. The financing arrangement has been renewed in respect of 18,000 shares. As part of this financing arrangement, Mr Smith has acquired put options with the financier for the 18,000 shares which expire in August 2017.

Nature of interest

Direct

Name of registered holder (if issued securities)

Christopher Michael Smith

Date of change

Change 6: 11 August 2016

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

18,288 shares

Interest acquired

Refer to "Detail of contract"

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 18,000 shares, including put options.

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

Cochlear Ltd. published this content on 18 August 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 18 August 2016 01:25:01 UTC.

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