Opthea Ltd — Capital/Financing Update 2008

Oct 13, 2008

14 October 2008

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ASX Waiver from Listing Rule 7.3.2

Circadian Technologies Limited advises of the following waiver from ASX listing rule 7.3.2 granted by ASX Limited as it pertains to business items relating to resolutions 7 and 8 as described in the company’s notice of annual general meeting.

“DECISION

1. Based solely on the information provided, ASX Limited (“ASX”) grants Circadian Technologies Limited (the “Company”) a waiver from listing rule 7.3.2 to the extent necessary to permit the notice of meeting (“Notice”) seeking shareholder approval for the issue of the second tranche of securities being 1,155,000 ordinary shares (“Stage 2 Consideration Shares”) to the co-founders of Vegenics Limited (“Vegenics”), Licentia and LICR (the “Vendors”) in part consideration for the Company’s acquisition of the Vendors’ combined 33% in Vegenics to state that the securities will be issued more than 3 months after the date of the shareholders’ meeting, on the following conditions:

   • 1.1 The full terms and conditions of issue of the Stage 2 Consideration Shares are disclosed in the Notice.

   • 1.2 The Notice states that the Stage 2 Consideration shares will be issued on the earlier to occur of either (a) demonstration of safety of a therapeutic drug candidate to treat cancer or another serious disease in defined animal models; (b) the filing of an IND (Investigational New Drug Application) for a product; and (c) 24 months from the date the Company completed the acquisition of the Vegenics shares under the Share Purchase Deed with the Vendors, being 14 August 2010.

   • 1.3 The Company releases the terms of this waiver to the market.

   • 1.4 The Company makes an announcement to the market immediately upon a milestone set out in resolution 1.2 above being met.

   • 1.5 For the periods in which Stage 2 Consideration Shares are issued or remain to be issued, the Company’s annual reports set out the Stage 2 Consideration Shares that have been issued in the relevant period or that may be issued in the future.

• 2 ASX has considered listing rule 7.3.2 only and makes no statement as to the Company’s compliance with other listing rules.

Level 1, 10 Wallace Avenue, Toorak, Victoria 3142, Australia P: +61 (3) 9826 0399 Circadian Technologies Limited F: +61 (3) 9824 0083 ABN 32 006 340 567 www.circadian.com.au

BASIS FOR DECISION

Listing rule 7.3.2

Underlying Policy

1. Notice of meeting requirement – approval of an issue of securities for listing rule 7.1 purposes – statement that securities will be issued within three months of meeting – securities must be issued before approval is stale – approval not vitiated by change in entity’s circumstances – provides certainty to security holders.

Present Application

1. Issue of securities to vendors in order to achieve legitimate commercial objectives – securities to be issued on the earlier to occur of the achievement of certain product development milestones ((a) demonstration of safety of a therapeutic drug candidate to treat cancer or another serious disease in defined animal models; and (b) the filing of an IND (Investigational New Drug Application) for a product); or the second anniversary of the Company entering into and completing the deed to acquire the vendors combined 33% interest in a subsidiary of the entity (Stage 2 Consideration Shares) – deferred partconsideration reflects commercial arrangement with vendors – full terms and conditions of security issue including the consideration structure will be disclosed in notice of meeting – number of Stage 2 Consideration Shares is fixed – extent of dilution caused by issue if Stage 2 Consideration Shares will be known at time of shareholder meeting – waiver granted on condition that annual report discloses details of securities that have been or may be issued – term of waiver limited to the Stage 2 Consideration Shares to be issued by no later than the 2[nd] anniversary of the entity entering into and completing the deed with the vendors in order to effect the entity’s acquisition of the vendors interest, being 14 August 2010.”