Opthea Ltd - Capital/Financing Update 2017

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10 April 2017

The Manager Market Announcements Office ASX Limited Level 4, North Tower, Rialto 525 Collins Street Melbourne VIC 3000

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Dear Sir/Madam

RETAIL ENTITLEMENT OFFER BOOKLET

Opthea Limited confirms that the retail component of its 1 for 14 non-renounceable entitlement offer opens today and will remain open until 5.00pm (AEST) on Monday, 24 April 2017.

Attached is a copy of the Retail Entitlement Offer Booklet, to be dispatched to Eligible Retail Shareholders[1] today.

Yours sincerely

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Mike Tonroe Company Secretary

1 The term ‘Eligible Retail Shareholders’ is defined in the Retail Entitlement Offer Booklet.

Opthea Limited, Suite 0403, Level 4, 650 Chapel Street, South Yarra, Victoria 3141, Australia A.C.N. 006 340 567 l Telephone: +61 3 9826 0399 l Website: www.opthea.com

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RETAIL ENTITLEMENT OFFER BOOKLET

Opthea Limited ACN 006 340 567

1 for 14 accelerated non-renounceable entitlement offer of fully paid ordinary shares at an offer price of $0.93 per new share

Retail Entitlement Offer closes at 5.00pm (AEST) on Monday 24 April 2017

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

This is an important document which is accompanied by a personalised Entitlement and Acceptance Form and both should be read in their entirety.

If you have any questions, please contact your professional adviser or call the Opthea shareholder information line on 1300 070 933 (within Australia) or +61 3 9415 4301 (outside Australia) at any time between 9:00am and 5:00pm (AEST) on Monday to Friday during the Retail Entitlement Offer Period.

Retail Entitlement Offer Booklet	1
Contents	2
Important notices	1
Letter from the Chairman	3
Key dates for the Retail Entitlement Offer	5
What should you do?	6
1 Overview of the Entitlement Offer	8
2 How to apply	10
3 ASX Announcements and Investor Presentation	16
4 Important information	55
5 Glossary	61
Corporate Directory	64

Important notices

The Retail Entitlement Offer is being made pursuant to the requirements of section 708AA of the Corporations Act as modified by ASIC Instrument 2016/84. Accordingly, neither this Offer Booklet nor the Entitlement and Acceptance Form are required to be lodged or registered with ASIC and no prospectus for the Retail Entitlement Offer will be prepared. These documents do not contain, or purport to contain, all of the information that a prospective investor may require in evaluating an investment in Opthea, nor do they contain all the information which would be required to be disclosed in a prospectus.

It is important for you to read and understand this Offer Booklet in its entirety, along with the publicly available information on Opthea and the Entitlement Offer (for example the information available on Opthea’s website (http://www.opthea.com/) or on Opthea’s ASX announcement platform at (http://www.asx.com.au/)) prior to deciding whether to accept your Entitlement and apply for New Shares.

The Investor Presentation details important factors and risks that could affect the financial and operating performance of Opthea. Please refer to the “Key risks” section of the Investor Presentation for details. When making an investment decision in connection with this Retail Entitlement Offer, it is essential that you consider these risk factors carefully in light of your individual personal circumstances, including financial and taxation issues (some of which have been outlined in Section 3 of this Offer Booklet).

Investments in Opthea are subject to investment risk, including loss of capital invested. Opthea does not guarantee any particular rate of return on the New Shares offered under the Retail Entitlement Offer or the performance of Opthea, nor does it guarantee the repayment of capital from Opthea.

By returning an Entitlement and Acceptance Form or otherwise paying through BPAY® in accordance with the instructions on the Entitlement and Acceptance Form, you acknowledge that you have read this Offer Booklet and you have acted in accordance and agree to the terms of the Retail Entitlement Offer detailed in this Offer Booklet.

Future performance and forward looking statements

Neither Opthea nor any other person warrants or guarantees the future performance of the New Shares or any return on any investment made pursuant to the Entitlement Offer. This Offer Booklet contains certain forward looking statements. Forward looking statements can generally be identified by the use of forward looking words such as “anticipate”, “believe”, “expect”, “project”, “forecast”, “estimate”, “likely”, “intend”, “should”, “will”, “could”, “may”, “target”, “plan”, “propose” and other similar expressions. Indications of, and guidance or outlook on, future earnings, distributions or financial position or performance are also forward looking statements. The forward looking statements contained in this Offer Booklet involve known and unknown risks and uncertainties and other factors, many of which are beyond the control of Opthea, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct.

Forward looking statements may also be based on estimates and assumptions which are subject to change. Actual results, performance or achievements may vary materially for many projections because events and actual circumstances frequently do not occur as forecast and these differences may be material. These statements may assume the success of Opthea’s business strategies. The success of any of these strategies is subject to uncertainties and contingencies beyond Opthea’s control (including uncertainties described in the “Key risks” section of the Investor Presentation, as set out in Section 3), and no assurance can be given that any of the strategies will be effective or that the anticipated benefits from the strategies will be realised in the period for which the forward looking statements may have been prepared or otherwise. Readers are cautioned not to place undue reliance on forward looking statements and, except as required by law, Opthea assumes no obligation to update or revise such information to reflect any change in expectations or assumptions. The inclusion of forward looking statements in this Offer Booklet should not be regarded as a representation, warranty or guarantee with respect to their accuracy or the accuracy of the underlying assumptions or that Opthea will achieve, or is likely to achieve, any particular results.

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Past performance

Investors should note that the past Share price performance of Opthea provides no guarantee or guidance as to future Share price performance. Past performance information included in this Offer Booklet is provided for illustrative purposes only and should not be relied upon as (and is not) an indication of future performance. The historical information in this Offer Booklet is, or is based upon, information that has been released to the market. For further information, please see past announcements released to ASX.

Investor eligibility

Determination of eligibility of investors for the purposes of the Institutional Entitlement Offer and Retail Entitlement Offer is determined by reference to a number of matters, including legal requirements and the discretion of Opthea. Opthea disclaims any liability in respect of the exercise or otherwise of that discretion, to the maximum extent permitted by law.

Jurisdictions

This Offer Booklet, and any accompanying ASX Announcements and Investor Presentation and the Entitlement and Acceptance Form do not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to any person acting for the account or benefit of any person in the United States. None of this Offer Booklet, the accompanying ASX announcements and Investor Presentation, nor the Entitlement and Acceptance Form may be distributed or released in the United States. The Entitlements and the New Shares offered in the Entitlement Offer have not been and will not be registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, in the United States or to any person acting for the account or benefit of any person in the United States, unless such Entitlements or New Shares have been registered under the Securities Act or are offered and sold in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and any other applicable securities laws of any state or other jurisdiction in the United States. The Entitlements and the New Shares to be offered and sold in the Retail Entitlement Offer may only be offered and sold outside the United States in “offshore transactions” (as defined in Rule 902(h) under the Securities Act) in reliance on Regulation S under the Securities Act.

Trading of New Shares

Opthea and the Lead Manager will have no responsibility and disclaim all liability (to the maximum extent permitted by law) to persons who trade New Shares they believe will be issued to them before they receive their holding statements, whether on the basis of confirmation of the allocation provided by Opthea or the Registry or otherwise.

If you are in any doubt as to these matters, you should first consult with your stockbroker, accountant or other independent professional adviser.

Defined terms

A number of defined terms are used in this Offer Booklet (including in these important notices). These terms have the meaning given to them in the Glossary in Section 5.

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Letter from the Chairman

10 April 2017

Dear Shareholder,

On behalf of the directors of Opthea Limited ( Opthea or the Company ), I am pleased to invite you to participate in the retail component of the 1 for 14 accelerated non-renounceable entitlement offer ( Retail Entitlement Offer ). Under the Retail Entitlement Offer, Eligible Retail Shareholders have the opportunity to subscribe for 1 New Share for every 14 existing Shares they held as at 7.00pm (AEST) on 5 April 2017, at an offer price of $0.93 per New Share ( Offer Price ).

Capital Raising

On 3 April 2017, Opthea announced a capital raising of approximately $45 million by way of:

a placement of New Shares to certain Institutional Investors at the Offer Price, to raise approximately $35 million ( Placement ); and
a 1 for 14 accelerated non-renounceable entitlement offer of New Shares at the Offer Price, to raise approximately $10 million ( Entitlement Offer ),

(the Placement and the Entitlement Offer, together, the Capital Raising ).

The proceeds of the Capital Raising will be used to fund a Phase 2B clinical trial of its drug compound, OPT302, for the treatment of patients with wet age-related macular degeneration ( wet AMD ). The proceeds will also be used to progress other clinical studies of OPT-302, including a Phase 2A clinical trial in diabetic macular edema ( DME ) patients and a Phase 2A clinical trial in patients with wet AMD who have been previously treated with anti-VEGF-A therapy and experienced a sub-optimal response. The proceeds will also be used to fund Opthea’s general and administrative costs and working capital requirements.

As announced by Opthea on 5 April 2017, the Placement and the institutional component of the Entitlement Offer ( Institutional Entitlement Offer ) were successfully completed and raised approximately $35 million and $7 million, respectively.[1] The Institutional Entitlement Offer was well supported by Eligible Institutional Shareholders.

Details of the Entitlement Offer

The Entitlement Offer has an accelerated institutional component (i.e. the Institutional Entitlement Offer) and a retail component (i.e. the Retail Entitlement Offer). This Offer Booklet relates to the Retail Entitlement Offer.

The Offer Price of $0.93 per New Share represents a 14.8% premium to the closing price of Opthea ordinary Shares on 29 March 2017 ($0.81), being the last trading day before the Entitlement Offer was announced, and a 10.8% premium to the TERP[2] based on the closing price of Opthea ordinary Shares on 29 March 2017. The Offer Price under the Retail Entitlement Offer is the same as under the Institutional Entitlement Offer.

As the Retail Entitlement Offer is non-renounceable, your Entitlement will not be tradeable on the ASX or otherwise transferable. This means that Eligible Retail Shareholders who do not take up their Entitlements will not receive any value for those Entitlements and their proportionate interest in Opthea will be diluted.

1 In each case subject to settlement, which is scheduled to occur on Tuesday 11 April 2017.

2 TERP is the theoretical price at which Shares should trade immediately after the ex-date for the Entitlement Offer. TERP is a theoretical calculation only and the actual price at which Shares trade immediately after the ex-date for the Entitlement Offer will depend on many factors and may not equal TERP. TERP is calculated by reference to Opthea’s closing price of A$0.81 on 29 March 2017.

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Eligible Retail Shareholders who take up their full Entitlement may also apply for Additional New Shares in excess of their Entitlement (to the extent available) up to $50,000 per Eligible Retail Shareholder at the Offer Price. In the event of oversubscriptions, the allocation of Additional New Shares will be at the discretion of Opthea and the Lead Manager and may be subject to scale back.

Optionholders in Opthea do not have rights to participate in the Entitlement Offer. The Entitlement Offer is not underwritten.

Offer Booklet

This Offer Booklet and the enclosed personalised Entitlement and Acceptance Form contain important information about the Retail Entitlement Offer. I encourage you to read them carefully before deciding whether or not to participate in the Retail Entitlement Offer.

In particular, you will find in this Offer Booklet the following important information:

key dates for the Retail Entitlement Offer (following page);
overview of the Entitlement Offer (Section 1);
instructions on how to apply to accept all or part of your Entitlement (Section 2);
ASX Announcements and the Investor Presentation in relation to the Capital Raising and the Phase 1/2A clinical trial results of OPT-302 in treatment of patients with wet AMD, which provide further information on the Capital Raising and the Company, including key risks relevant to Opthea (Section 3); and
some important additional information relevant to the Retail Entitlement Offer (Section 4).

Please note that the Retail Entitlement Offer closes at 5.00pm (AEST) on 24 April 2017 .

If you have any questions please contact your professional adviser or call the Opthea shareholder information line on 1300 070 933 (within Australia) or +61 3 9415 4301 (outside Australia) at any time between 9:00am and 5:00pm (AEST) on Monday to Friday during the Retail Entitlement Offer Period.

The board of directors of Opthea is pleased to offer this opportunity to you and thanks you for your consideration of this opportunity to invest and your continued support.

Yours sincerely,

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Geoffrey Kempler Chairman Opthea Limited

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Key dates for the Retail Entitlement Offer

Announcement of Capital Raising	3 April 2017
Announcement of results of Placement and Institutional Entitlement Offer	5 April 2017
Record Date for the Entitlement Offer	7.00pm (AEST) on 5 April 2017
Retail Entitlement Offer opens	Monday 10 April 2017
Retail Entitlement Offer closes	5.00pm (AEST) on Monday 24 April 2017
Settlement of Retail Entitlement Offer	Tuesday 2 May 2017
Issue of New Shares under Retail Entitlement Offer	Wednesday 3 May 2017
Commencement of trading of New Shares under Retail Entitlement Offer	Thursday 4 May 2017

The above timetable (and each reference thereto in this Offer Booklet) is indicative only and subject to change without notice. All references to time are to Australian Eastern Standard Time (AEST). The commencement of quotation of New Shares is subject to confirmation from ASX. Subject to the requirements of the Corporations Act, the ASX Listing Rules and any other applicable laws, Opthea reserves the right to amend this timetable at any time, including extending the Retail Entitlement Offer Period or accepting late applications, either generally or in particular cases, without notice.

Enquiries

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What should you do?

1 Read this Offer Booklet and the accompanying Entitlement and Acceptance Form

This Retail Offer Booklet and the personalised Entitlement and Acceptance Form that accompanies it contain important information about the Retail Entitlement Offer. You should read both documents carefully and in their entirety before deciding whether or not to participate in the Retail Entitlement Offer.

This Retail Entitlement Offer is not being made under a prospectus. This Retail Offer Booklet does not contain all of the information which would be required to be disclosed in a prospectus. As a result, it is important for you to read and understand this Retail Offer Booklet in its entirety, along with the publicly available information on Opthea and the Entitlement Offer (for example, the information available on Opthea’s website (http://www.opthea.com) or on or on Opthea’s ASX announcement platform at (http://www.asx.com.au/)) prior to deciding whether to accept your Entitlement and apply for New Shares.

If you are in doubt as to the course you should follow, you should seek appropriate professional advice before making an investment decision.

2 Consider the Retail Entitlement Offer in light of your particular investment objectives and circumstances

Please consult with your stockbroker, accountant or other independent professional adviser if you have any queries or are uncertain about any aspects of the Retail Entitlement Offer.

An investment in New Shares is subject to both known and unknown risks, some of which are beyond the control of Opthea. These risks include the possible loss of income and principal invested. Opthea does not guarantee any particular rate of return or the performance on the New Shares offered under the Retail Entitlement Offer or the performance of Opthea, nor does it guarantee the repayment of capital from Opthea. In considering an investment in New Shares, investors should have regard to (amongst other things) the “Key risks” section of the Investor Presentation and the disclaimers outlined in this Offer Booklet.

3 Decide what you want to do

If you are an Eligible Retail Shareholder, you have three options available to you in relation to the Retail Entitlement Offer:

take up all of your Entitlement (refer to Section 2.3);
take up part of your Entitlement (refer to Section 2.3); or
do nothing and allow your Entitlement to lapse (refer to Section 2.6).

Ineligible Shareholders may not take up any of their Entitlements. Optionholders in Opthea also do not have rights to participate in the Entitlement Offer.

Eligible Retail Shareholders who take up their Entitlement in full may also apply for Additional New Shares in excess of their Entitlement (to the extent available) up to $50,000 per Eligible Retail Shareholder. In the event of oversubscriptions, the allocation of Additional New Shares will be at the discretion of Opthea and Lead Manager, and subject to scale back.

Eligible Retail Shareholders who do not participate in the Retail Entitlement Offer will have their percentage holding in Opthea reduced. Due to the institutional Placement which has also been undertaken, Eligible Retail Shareholders who participate in the Retail Entitlement Offer will also see their percentage holding in Opthea reduce, however the extent of that reduction will depend on the proportion of their Entitlement they subscribe for.

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The Entitlement Offer is non-renounceable, which means that the Entitlements cannot be traded or otherwise transferred on the ASX or any other exchange or privately. If you do not participate in the Entitlement Offer, you will not receive any value for your Entitlement.

4 Apply for New Shares

To participate in the Retail Entitlement Offer, please complete and lodge a valid Entitlement and Acceptance Form and Applicable Monies for New Shares, or make a payment by BPAY®, by 5.00pm (AEST) on 24 April 2017 pursuant to the instructions set out on the Entitlement and Acceptance Form.

5 Questions

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1 Overview of the Entitlement Offer

1.1 Summary of the Entitlement Offer

Opthea proposes to raise approximately $10 million under the Entitlement Offer, which has been structured as a 1 for 14 accelerated non-renounceable entitlement offer of New Shares at the Offer Price of $0.93 per New Share. The Entitlement Offer comprises:

the Institutional Entitlement Offer; and
the Retail Entitlement Offer (to which this Offer Booklet relates).

Opthea raised approximately $35 million through the Placement,[3] approximately $7 million through the Institutional Entitlement Offer[4] and is seeking to raise approximately $3 million under the Retail Entitlement Offer.

The proceeds of the Capital Raising will be used to fund a Phase 2B clinical trial of its drug compound, OPT302, for the treatment of patients with wet AMD. The proceeds will also be used to progress other clinical studies of OPT-302, including a Phase 2A clinical trial in DME patients and a Phase 2A clinical trial in patients with wet AMD who have been previously treated with anti-VEGF-A therapy and experienced a sub-optimal response. The proceeds will also be used to fund Opthea’s general and administrative costs and working capital requirements.

The Capital Raising (including both the Placement and the Entitlement Offer) is not underwritten.

Optionholders in Opthea do not have rights to participate in the Entitlement Offer.

1.2 Retail Entitlement Offer

(a) Retail Entitlement Offer

Under the Retail Entitlement Offer, Eligible Retail Shareholders are invited to subscribe for 1 New Share for every 14 existing Shares held at 7.00pm (AEST) on 5 April 2017, at the Offer Price of $0.93 per New Share.

This is referred to as your Entitlement . Where fractions arise in the calculation of an Entitlement, they have been rounded up to the next whole number of New Shares.

Details on how to take up your Entitlement are contained in Section 2 and the enclosed personalised Entitlement and Acceptance Form. You may take up some, all or none of your Entitlement.

The Retail Entitlement Offer is only open to Eligible Retail Shareholders (see Section 2.4 for the definition of this term), and Opthea reserves the right to reject any Application that it believes comes from a person that is not an Eligible Retail Shareholder. Determination of eligibility of investors for the purposes of the Entitlement Offer is determined by reference to a number of matters, including legal requirements and the discretion of Opthea. Opthea disclaims any liability in respect of the exercise or otherwise of that discretion, to the maximum extent permitted by law.

Please note that Entitlements are personal and non-renounceable and cannot be traded, transferred, assigned or otherwise dealt with, whether on ASX or any other exchange or privately. If you do not participate in the Entitlement Offer, you will not receive any value for your Entitlement.

3 Subject to settlement of the Placement, which is scheduled to occur on Tuesday, 11 April 2017.

4 Subject to settlement of the Institutional Entitlement Offer, which is scheduled to occur on Tuesday, 11 April 2017.

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(b) Retail Closing Date

The Retail Entitlement Offer closes at 5.00pm (AEST) on Monday, 24 April 2017 ( Retail Closing Date ), with New Shares expected to be issued on Wednesday 3 May 2017 and commence trading on Thursday 4 May 2017.

(c) Application for oversubscriptions

1.3 Institutional Entitlement Offer

The Institutional Entitlement Offer was conducted between Monday 3 April 2017 and Tuesday 4 April 2017 (inclusive), and settlement of the Institutional Entitlement Offer is expected to occur on Tuesday 11 April 2017.

The Institutional Entitlement Offer is expected to raise (once settlement occurs) approximately $7 million through the issue of approximately 7.4 million New Shares.

The Offer Price per New Share will be received by Opthea.

1.4 Placement

The Placement was conducted on Monday, 3 April 2017 with Eligible Institutional Shareholders and eligible Institutional Investors offered New Shares at the fixed Offer Price of $0.93. Opthea successfully completed the Placement to raise approximately $35 million and New Shares under the Placement are expected to be allotted on Wednesday 12 April 2017, subject to settlement occurring.

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2 How to apply

2.1 Choices available to Eligible Retail Shareholders

If you are an Eligible Retail Shareholder you may do any of the following:
take up all or part of your Entitlement by the Retail Closing Date (refer to Section 2.3); or
do nothing and allow your Entitlement to lapse (refer to Section 2.6).

The Retail Entitlement Offer is an offer to Eligible Retail Shareholders only.

If you do nothing, or take up only part of your Entitlement, the New Shares attributable to your Entitlement that you do not take up will lapse. It is not possible to sell or transfer your Entitlement (or any part thereof) if you decide not to take it up.

Eligible Retail Shareholders who do not participate in the Retail Entitlement Offer will have their percentage holding in Opthea reduced further as a result of the Placement (under which approximately 37.6 million New Shares will be issued, representing approximately 18.8% of the total number of Shares on issue following completion of the Entitlement Offer). While Eligible Retail Shareholders who participate in the Retail Entitlement Offer will still see their percentage holding in Opthea reduced as a result of the Placement, the reduction will be greater if they do not participate (or take up only part of their Entitlement).

2.2 Your Entitlement

Your Entitlement is set out on the accompanying personalised Entitlement and Acceptance Form and has been calculated as 1 New Share for every 14 existing Shares you held as at the Record Date, being 7.00pm (AEST) on Wednesday, 5 April 2017. If you have more than one registered holding of Shares, you will be sent more than one personalised Entitlement and Acceptance Form and you will have a separate Entitlement for each separate holding.

Please note that the Entitlement stated on your personalised Entitlement and Acceptance Form may be in excess of the actual Entitlement you may be permitted to take up where, for example, you are holding Shares on behalf of a person in the United States (refer to definition of Eligible Retail Shareholders in Section 2.4).

Eligible Retail Shareholders who hold Shares in the capacity of a trustee, nominee or custodian (or in another capacity) for another person cannot take up Entitlements and purchase New Shares for the account or benefit of persons that are in the United States or otherwise for beneficiaries that are located outside of Australia and New Zealand.

2.3 If you wish to take up all or part of your Entitlement

If you wish to take up all or part of your Entitlement, please complete and return the personalised Entitlement and Acceptance Form with the requisite Application Monies or pay your Application Monies via BPAY® by following the instructions set out on the personalised Entitlement and Acceptance Form.

If you are paying by BPAY®, please be sure to use the specific biller code and unique reference number on your personalised Entitlement and Acceptance Form. If you receive more than one personalised Entitlement and Acceptance Form, please only use the reference number specific to the Entitlement on that form.

If you take no action or your Application is not supported by cleared funds, you will be deemed to have allowed your Entitlement to lapse. If you take up and pay for all or part of your Entitlement before the Retail Closing Date (i.e. 5:00pm (AEST) on Monday, 24 April 2017), you will be allotted your New Shares on or around Wednesday, 3 May 2017. Opthea’s decision on the number of New Shares allotted to you will be final.

Refer to Section 2.8 for further information on payment directions.

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2.4 Eligible Retail Shareholders

Eligible Retail Shareholders are those Shareholders who:

(a) are registered as a holder of Shares as at the Record Date, being 7.00pm (AEST) on Wednesday, 5 April 2017;
(b) as at the Record Date, have a registered address in Australia or New Zealand;
(c) are not in the United States;
(d) are not acting for the account or benefit of persons in the United States;
(e) are not an Eligible Institutional Shareholder or an Ineligible Institutional Shareholder; and
(f) are eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer.

By returning a completed Entitlement and Acceptance Form or making a payment by BPAY®, you will be taken to have represented and warranted that you satisfy the criteria listed above.

Nominees and custodians which hold Shares as nominees or custodians will have received, or will shortly receive, a letter from Opthea in respect of the Retail Entitlement Offer. Nominees and custodians should consider carefully the contents of that letter and note in particular that:

no Offer Materials are to be sent to any Ineligible Retail Shareholder or any person that is in the United States for whom they are the nominee or custodian holder; and
no Entitlement and Acceptance Form is to be submitted or New Shares otherwise purchased on behalf of any Ineligible Retail Shareholder or any person that is in the United States.

Opthea is not required to determine whether or not any registered holder is acting as a nominee or custodian or the identity or residence of any beneficial owners of Shares. Where any holder is acting as a nominee or custodian for a foreign person, that holder, in dealing with its beneficiary, will need to assess whether indirect participation by the beneficiary in the Retail Entitlement Offer is compatible with applicable foreign laws.

For the avoidance of doubt, Opthea reserves the right (in its absolute sole discretion) to reduce the number of New Shares allocated to Eligible Retail Shareholders, or persons claiming to be Eligible Retail Shareholders, if their claims prove to be overstated or they fail to provide information to substantiate their claims.

Opthea also reserves the right to reject any acceptance of an Entitlement that it believes comes from a person who is not eligible to accept an Entitlement.

2.5 Ineligible Retail Shareholders

Opthea has determined that it would be unreasonable to extend the Retail Entitlement Offer to holders of Shares who have registered addresses outside Australia and New Zealand, having regard to the number of securities held by Ineligible Retail Shareholders, the number and value of New Shares that they would be offered and the costs of complying with the legal and regulatory requirements which would apply to an offer of securities to Ineligible Retail Shareholders in those places. The Retail Entitlement Offer is not being made in the United States or to any person acting for the account or benefit of a person in the United States.

2.6 If you wish to do nothing

If you are an Eligible Retail Shareholder and you do nothing, then the Entitlements in respect of your New Shares will lapse.

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2.7 Declarations by Eligible Retail Shareholder

By completing and returning your personalised Entitlement and Acceptance Form or making a payment by BPAY®, or otherwise applying to participate in the Retail Entitlement Offer, you will be deemed to have represented that you are an Eligible Retail Shareholder and made the other declarations on that personalised Entitlement and Acceptance Form and set out below.

In addition, by completing and returning your personalised Entitlement and Acceptance Form or making a payment by BPAY®, or otherwise applying to participate in the Retail Entitlement Offer, you:

(a) agree to:
(i) apply for, and be issued with up to, the number of New Shares that you apply for at the Offer Price of $0.93 per New Share; and
(ii) be bound by the terms of this Offer Booklet, the terms of the Retail Entitlement Offer and the provisions of Opthea’s constitution; and
(b) authorise Opthea to register you as the holder of New Shares and authorise Opthea, the Lead Manager, the Registry and their respective officers and agents to do anything on your behalf necessary for the New Shares to be issued to you, including to act on instructions of the Registry by using the contact details set out in the personalised Entitlement and Acceptance Form.

By completing and returning your personalised Entitlement and Acceptance Form or making a payment by BPAY®, or otherwise applying to participate, you will also be deemed to have acknowledged, represented and warranted on your own behalf and on behalf of each person on whose account you are acting that (for the benefit of Opthea, the Lead Manager and their respective related bodies corporate and affiliates):

(a) all details and statements made in the personalised Entitlement and Acceptance Form are complete and accurate;
(b) you are over 18 years of age and have full legal capacity and power to perform all your rights and obligations under the Retail Entitlement Offer and the Entitlement and Acceptance Form;
(c) you were the registered holder(s) at the Record Date of the Shares indicated on the accompanying personalised Entitlement and Acceptance Form as being held by you on the Record Date and are a resident of Australia or New Zealand;
(d) once Opthea receives the Entitlement and Acceptance Form with the requisite Application Monies or your payment by BPAY®, you may not withdraw it except as allowed by law;
(e) you have read and understood this Offer Booklet and the personalised Entitlement and Acceptance Form;
(f) the law of any place (other than Australia and New Zealand) does not prohibit you from being given this Offer Booklet or making an Application for New Shares;
(g) the information contained in this Offer Booklet and the Entitlement and Acceptance Form is not investment advice nor a recommendation that New Shares are suitable for you given your investment objectives, financial situation or particular needs, and is not a prospectus, does not contain all of the information that you may require in order to assess an investment in Opthea and is given in the context of Opthea’s past and ongoing continuous disclosure announcements to ASX;
(h) none of Opthea, the Lead Manager, their respective related bodies corporate and affiliates and the respective directors, officers, employees, agents, consultants or advisers of each of the aforementioned guarantees the performance of Opthea, nor do they guarantee the repayment of capital;

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(i) you did not receive an invitation to participate in the Institutional Entitlement Offer (either directly or through a nominee), are not an Ineligible Institutional Shareholder and are otherwise eligible to participate in the Retail Entitlement Offer;
(j) you have read and understood the statement of risks in the “Key risks” section of the Investor Presentation, and you understand that investments in Opthea are subject to investment risk;
(k) you are not in the United States and are not acting for the account or benefit of a person in the United States and are subscribing for or purchasing New Shares in an “offshore transaction” (as defined in Rule 902(h) under the Securities Act);
(l) the Entitlements and the New Shares have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, or in any other jurisdiction and, accordingly, the Entitlements and the New Shares may not be offered, sold or otherwise transferred, directly or indirectly, in the United States or to any person acting for the account or benefit of any person in the United States, unless such Entitlements or New Shares have been registered under the Securities Act or are offered and sold in a transaction exempt from or not subject to, the registration requirements of the Securities Act and any other applicable securities laws of any state or other jurisdiction in the United States;
(m) you are not engaged in the business of distributing securities;
(n) you have not and will not send any materials relating to the Retail Entitlement Offer, including this Offer Booklet and the Entitlement and Acceptance Form, to any person in the United States;
(o) you agree that if in the future you decide to sell or otherwise transfer the New Shares you will only do so in “regular way” transactions on ASX where neither you nor any person acting on your behalf knows, or has reason to know, that the sale has been pre-arranged with, or that the purchaser is, in the United States;
(p) you are an Eligible Retail Shareholder and you are eligible under applicable securities laws to exercise Entitlements and acquire New Shares under the Retail Entitlement Offer;
(q) if you are acting as a nominee or custodian, each beneficial holder on whose behalf you are submitting the Entitlement and Acceptance Form is resident in Australia or New Zealand and is not in the United States, and you have not sent the Entitlement and Acceptance Form or any information relating to the Retail Entitlement Offer to any such person;
(r) you make all other representations and warranties set out in this Offer Booklet; and
(s) you agree to provide (and direct your nominee or custodian to provide) any requested substantiation of your eligibility to participate in the Retail Entitlement Offer and of your holding of Shares on the Record Date.

2.8 Payment directions

You can pay in the following ways:

BPAY®; or
cheque, bank draft or money order.

Cash payments will not be accepted. Receipts for payment will not be issued.

Opthea will treat you as applying for as many New Shares as your payment will pay for in full.

Application Monies received from Eligible Retail Shareholders will be held by Opthea for the benefit of applicants in the Opthea Entitlement Offer Account solely for the purpose of holding the Application Monies

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until the New Shares are issued, or if the New Shares are not issued, until the Application Monies are returned to the applicants.

Any Application Monies received for more than your final allocation of New Shares will be refunded. No interest will be paid on any Application Monies received or refunded.

If the New Shares are not issued, all Application Monies will be refunded as soon as practicable and Entitlements will cease to have any value.

(a) Payment by BPAY®

For payment by BPAY®, please follow the instructions on the personalised Entitlement and Acceptance Form (which includes the biller code and your unique reference number). You can only make a payment via BPAY® if you are the holder of an account with an Australian financial institution that supports BPAY® transactions.

Please note that should you choose to pay by BPAY®:

you do not need to submit the personalised Entitlement and Acceptance Form but are taken to have made the declarations on that personalised Entitlement and Acceptance Form and in this Offer Booklet (including in Section 2.7); and
if you do not pay for your full Entitlement, you are deemed to have taken up your Entitlement in respect of such whole number of New Shares which is covered in full by your Application Monies.

It is your responsibility to ensure that your BPAY® payment is received by the Registry by no later than 5.00pm (AEST) on 24 April 2017. You should be aware that your financial institution may implement earlier cut-off times with regard to electronic payment and you should therefore take this into consideration when making payment.

(b) Payment by cheque, bank draft or money order

For payment by cheque, bank draft or money order, you should complete your personalised Entitlement and Acceptance Form in accordance with the instructions set out on that form and return it accompanied by a cheque, bank draft or money order in Australian currency for the amount of the Application Monies, payable to “Opthea Limited” and crossed “Not Negotiable”.

Your cheque, bank draft or money order must be:

for an amount equal to $0.93 multiplied by the number of New Shares that you are applying for. The number of New Shares you are applying for must not exceed the number of Shares indicated as your entitlement to New Shares in your personalised Entitlement and Acceptance Form which is calculated as 1 New Share for every 4 existing Shares you hold as at the Record Date, rounded up to the nearest whole Share; and
in Australian currency drawn on an Australian branch of a financial institution.

You should ensure that sufficient funds are held in the relevant account(s) to cover the Application Monies. If the amount of your cheque for Application Monies (or the amount for which the cheque clears in time for allocation) is insufficient to pay in full for the number of New Shares you have applied for in your personalised Entitlement and Acceptance Form, you will be taken to have applied for such lower number of whole New Shares as your cleared Application Monies will pay for (and taken to have specified that number of New Shares on your personalised Entitlement and Acceptance Form). Alternatively, your Application will not be accepted.

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To participate in the Retail Entitlement Offer, your payment must be received no later than the Retail Closing Date (i.e. 5.00pm (AEST) on Monday 24 April 2017). Shareholders who make payment via cheque, bank draft or money order should send their completed personalised Entitlement and Acceptance Form together with Application Monies to:

By mail: Computershare Investor Services Pty Limited GPO Box 505 Melbourne VIC 3001 Australia

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3 ASX Announcements and Investor Presentation

3.1 ASX Announcements released by Opthea on 3 April 2017

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4 Important information

4.1 Responsibility for this Offer Booklet

This Offer Booklet has been prepared by Opthea. No party other than Opthea has authorised or caused the issue of this Offer Booklet, or takes any responsibility for, or makes or gives any statements, representations or undertakings in, this Offer Booklet.

4.2 Date of this Offer Booklet

This Offer Booklet is dated 10 April 2017. Subject to the following paragraph, statements in this Offer Booklet are made only as of the date of this Offer Booklet unless otherwise stated and the information in this Offer Booklet remains subject to change without notice. Opthea is not responsible for updating this Offer Booklet.

The ASX Announcements and Investor Presentation set out in Section 3 are current as at the date on which they were released. There may be additional announcements that are made by Opthea (including after the date of this Offer Booklet) that may be relevant to your consideration of whether to take up your Entitlement. Therefore, it is prudent that you check whether any further announcements have been made by Opthea before submitting an Application.

4.3 Reconciliation

The Entitlement Offer is a complex process and in some instances investors may believe that they will own more Shares than they ultimately did as at the Record Date. This results in reconciliation issues. If reconciliation issues occur, it is possible that Opthea may need to issue a small quantity of additional New Shares ( Top-Up Shares ) to ensure all Eligible Shareholders receive their full Entitlement. The price at which these Top-Up Shares would be issued is the Offer Price.

Opthea also reserves the right to reduce the number of New Shares allocated to Eligible Shareholders or persons claiming to be Eligible Shareholders, if their Entitlement claims prove to be overstated, if they or their nominees/custodians fail to provide information requested to substantiate their Entitlement claims, or if they are not Eligible Shareholders.

In that case, Opthea may, in its discretion, require the relevant Shareholder to transfer excess New Shares to the Lead Manager at the Offer Price per New Share. If necessary, the relevant Shareholder may need to transfer existing Shares held by them or purchase additional Shares on-market to meet this obligation. The relevant Shareholder will bear any and all losses and expenses so caused.

By applying under the Entitlement Offer, you irrevocably acknowledge and agree to do the above as required by Opthea in its absolute discretion. You acknowledge that there is no time limit on the ability of Opthea to require any of the actions set out above.

4.4 No cooling off rights

Cooling off rights do not apply to an investment in New Shares. You cannot, in most circumstances, withdraw your Application once it has been made.

4.5 ASX quotation

On 3 April 2017, Opthea made an application to ASX for quotation of the New Shares issued under the Entitlement Offer. New Shares will only be issued under the Entitlement Offer after permission for their quotation on ASX has been granted.

It is expected that trading will commence in relation to the New Shares issued under the Retail Entitlement Offer on 4 May 2017 on a normal settlement basis. Opthea and the Lead Manager disclaim all liability whether in negligence or otherwise (to the maximum extent permitted by law) to persons who trade New

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Shares before receiving their holding statements, whether on the basis of confirmation of the allocation provided by Opthea or the Registry or otherwise.

4.6 Not investment advice

This Offer Booklet is not financial product advice and has been prepared without taking into account your investment objectives, financial circumstances or particular needs. Opthea is not licensed to provide financial product advice in respect of the New Shares.

Before deciding whether to apply for New Shares, you should consider whether they are a suitable investment for you in light of your own investment objectives and financial circumstances and having regard to the merits or risks involved. If, after reading the Offer Booklet, you are in doubt as to what to do, you should contact your stockbroker, accountant or other independent professional adviser.

4.7 Application Monies

Application Monies will be held in the Opthea Entitlement Offer Account until New Shares are issued under the Retail Entitlement Offer. This account will be established and kept by Opthea on behalf of each participating Eligible Retail Shareholder.

Interest earned on Application Monies will be for the benefit of Opthea, and will be retained by Opthea irrespective of whether New Shares are issued.

4.8 Rights attaching to New Shares

The New Shares issued under the Retail Entitlement Offer will rank equally with the existing Shares on issue. The rights and liabilities attaching to the New Shares are set out in the constitution of Opthea.

4.9 Privacy statement

If you complete an Application, you will be providing personal information to Opthea (directly or via the Registry). Opthea collects, holds and will use that information to assess your Application, service your needs as a Shareholder and to facilitate distribution payments and corporate communications to you as a Shareholder.

The information may also be used from time to time and disclosed to persons inspecting the register, bidders for your securities in the context of takeovers, regulatory bodies (including the Australian Taxation Office), authorised securities brokers, print service providers, mail houses and the Registry.

You can access, correct and update the personal information that is held about you. If you wish to do so please contact the Registry at the relevant contact numbers set out in the corporate directory at the back of this Offer Booklet.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth) (as amended), the Corporations Act and certain rules such as the ASX Settlement Operating Rules. You should note that if the information required on the Entitlement and Acceptance Form is not provided, Opthea may not be able to accept or process your Application.

4.10 Taxation

This section summarises certain general Australian income tax, GST and stamp duty implications for Eligible Retail Shareholders under the Retail Entitlement Offer who are residents of Australia for tax purposes and who hold their existing Shares on capital account. This section does not consider the position for Eligible Retail Shareholders who:

are not resident solely in Australia for Australian income tax purposes;

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are in the business of share trading or who hold their existing Shares on revenue account or as trading stock (including Shareholders such as banks, insurance companies and Shareholders carrying on a business of share trading);
are exempt from Australian income tax;
acquired their existing Shares under an employee share or option plan or in return for services provided (including services provided by directors); or
are subject, or have elected to become subject to the Taxation of Financial Arrangements rules of the Australian income tax law.

The information contained in this section is general in nature and is based on Australian income tax, GST and stamp duty laws and administrative practices in force as at 9.00am on the date of this Offer Booklet (no foreign taxation implications of the Retail Entitlement Offer have been considered in this taxation section).

The information contained in this section is not taxation advice and should not be relied upon as such. It is intended as a general guide only and is not an authoritative or complete statement of all potential tax implications for each Eligible Retail Shareholder. The summary below also does not take account of any individual circumstances of any particular Eligible Retail Shareholder. Taxation is a complex area of law and can be subject to constant change and the taxation consequences for each Eligible Retail Shareholder may differ depending on their own particular circumstances. Further, legislation may be enacted which has retrospective effect. Accordingly, Eligible Retail Shareholders should seek specific advice applicable to their own particular circumstances from their own financial and tax advisers. Neither Opthea, nor any of its officers, nor its taxation or other advisers, accepts any liability or responsibility in respect of any statement concerning the taxation consequences of the Retail Entitlement Offer.

(a) Issue of Entitlements

Generally, the issue of the Entitlements should not, of itself, result in any amount being included in Eligible Retail Shareholders’ assessable income.

(b) Exercise of Entitlements

Eligible Retail Shareholders who exercise their Entitlements and are allocated New Shares will acquire those New Shares with a cost base for CGT purposes equal to the Offer Price payable for those New Shares plus certain non-deductible incidental costs incurred in acquiring them.

Eligible Retail Shareholders should not make any capital gain or loss, or derive assessable income, from exercising the Entitlements or subscribing for the New Shares.

(c) New Shares

Eligible Retail Shareholders who exercise their Entitlements will acquire New Shares.

Any future dividends or other distributions made in respect of the New Shares should generally be treated as assessable income to Eligible Retail Shareholders and subject to the same taxation treatment as dividends or other distributions made on existing Shares held in the same circumstances. Where future dividends are fully or partly franked, Eligible Retail Shareholders may benefit from franking tax offsets.

On any future disposal of a New Share, the relevant Eligible Retail Shareholder will make a capital gain if the capital proceeds on disposal of the New Share exceed the total cost base of that New Share. The relevant Eligible Retail Shareholder will make a capital loss if the capital proceeds on disposal of a New Share are less than the total reduced cost base of that New Share.

New Shares will be treated for the purposes of the CGT discount as having been acquired when the Eligible Retail Shareholder exercised the Entitlement to subscribe for them. Accordingly, in order to

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benefit from the CGT discount in respect of a disposal of those New Shares (assuming the Eligible Retail Shareholder would otherwise qualify for the CGT discount), the Eligible Retail Shareholder must have held those New Shares on capital account for at least 12 months (excluding the day of acquisition and the day of disposal, in the case of both days, as determined under the CGT rules) at the time they are taken to have disposed of those New Shares.

The CGT discount applicable is currently one-half for individuals and trustees and one-third for complying superannuation entities. The CGT discount is not available for companies that are not trustees. Trustees should seek specific tax advice regarding the tax consequences arising to beneficiaries or the trust because of the CGT discount.

If a capital loss arises on disposal of the New Shares, the capital loss can only be used to offset capital gains; the capital loss cannot be used to offset taxable income on revenue account. However, the capital loss can be carried forward to be used in future income years if the loss cannot be used in a particular income year, providing certain tests are satisfied.

(d) Entitlements which lapse

Generally, Eligible Retail Shareholders who do not exercise their entitlements will not be entitled to any tax deductions or capital losses.

(e) Other Australian taxes

No Australian GST or stamp duty should be payable by Eligible Retail Shareholders in respect of the issue, lapse, sale or exercise of the Entitlements or the acquisition, holding or future disposal of New Shares.

4.11 Rounding of Entitlements

Where fractions arise in the calculation of Entitlements, they will be rounded up to the nearest whole number of New Shares.

4.12 Offer Booklet availability

Eligible Retail Shareholders in Australia and New Zealand can obtain a copy of this Offer Booklet during the period of the Retail Entitlement Offer by accessing the ASX website. Persons who access the electronic version of this Offer Booklet should ensure that they download and read the entire Offer Booklet. The electronic version of this Offer Booklet on the ASX website and the Opthea website will not include a personalised Entitlement and Acceptance Form.

A replacement personalised Entitlement and Acceptance Form can be requested by calling the Registry at the relevant contact numbers set out in the corporate directory at the back of this Offer Booklet.

This Offer Booklet (including the accompanying ASX Announcements, Investor Presentation and personalised Entitlement and Acceptance Form) may not be distributed or released to persons in the United States.

4.13 Continuous disclosure

Opthea is a “disclosing entity” under the Corporations Act and is subject to regular reporting and disclosure obligations under the Corporations Act and the ASX Listing Rules, including the preparation of annual reports and half yearly reports.

Opthea is required to notify ASX of information about specific events and matters as they arise for the purposes of the ASX making that information available to the stock markets conducted by ASX. In particular, Opthea has an obligation under the ASX Listing Rules (subject to certain exceptions) to notify ASX immediately of any information of which it is or becomes aware which a reasonable person would expect to

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have a material effect on the price or value of its securities. That information is available to the public from ASX and can be accessed at www.asx.com.au.

Some documents are required to be lodged with ASIC in relation to Opthea. These documents may be obtained from, or inspected at, an ASIC office.

4.14 Governing law

This Offer Booklet, the Entitlement Offer and the contracts formed on acceptance of Entitlement Offers pursuant to the personalised Entitlement and Acceptance Forms are governed by the laws applicable in Victoria, Australia. Each applicant for New Shares submits to the non-exclusive jurisdiction of the courts of Victoria, Australia.

4.15 Foreign jurisdictions

This Offer Booklet has been prepared to comply with the requirements of the securities laws of Australia and New Zealand.

New Zealand

The Entitlements and the New Shares are not being offered to the public within New Zealand other than to existing Shareholders of the Company with registered addresses in New Zealand to whom the offer of these securities is being made in reliance on the transitional provisions of the Financial Markets Conduct Act 2013 (New Zealand) and the Securities Act (Overseas Companies) Exemption Notice 2013 (New Zealand).

This Offer Booklet has been prepared in compliance with Australian law and has not been registered, filed with or approved by any New Zealand regulatory authority. This Offer Booklet is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.

Other

This Offer Booklet does not constitute an offer in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer. No action has been taken to register or qualify the Entitlement Offer, the Entitlements or the New Shares or otherwise permit the public offering of the New Shares in any jurisdiction other than Australia and New Zealand.

The distribution of this Offer Booklet (including an electronic copy) outside of Australia and New Zealand may be restricted by law. If you come into possession of this Offer Booklet, you should observe such restrictions and should seek your own advice on such restrictions.

Any non-compliance with these restrictions may contravene applicable securities laws.

This Offer Booklet, the accompanying ASX Announcements and Investor Presentation and the Entitlement and Acceptance Form do not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to any person acting for the account or benefit of any person in the United States. None of this Offer Booklet, the accompanying ASX Announcements and Investor Presentation, nor the Entitlement and Acceptance Form may be distributed or released in the United States.

The Entitlements and the New Shares have not been and will not be registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States. The Entitlements and the New Shares may not be offered, sold or otherwise transferred, directly or indirectly, in the United States or to any person acting for the account or benefit of any person in the United States, unless such Entitlements or New Shares have been registered under the Securities Act or are offered and sold in a transaction exempt from or not subject to, the registration requirements of the Securities Act and any other applicable securities laws of any state or other jurisdiction in the United States.

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The Entitlements and the New Shares offered in the Retail Entitlement Offer may only be offered and sold outside the United States and to persons that are not acting for the account or benefit of a person in the United States in “offshore transactions” (as defined in Rule 902(h) under the Securities Act) in reliance on Regulation S under the U.S. Securities Act.

4.16 Withdrawal of Retail Entitlement Offer

Opthea reserves the right to withdraw all or part of the Retail Entitlement Offer at any time prior to the issue of New Shares, in which case Opthea will refund Application Monies in accordance with the Corporations Act without payment of interest.

4.17 Disclaimer of representations

No person is authorised to give any information, or to make any representation, in connection with the Entitlement Offer that is not contained in this Offer Booklet.

Any information or representation that is not in this Offer Booklet may not be relied on as having been authorised by Opthea, or its related bodies corporate in connection with the Entitlement Offer.

Except as required by law, and only to the extent so required, none of Opthea, or any other person, warrants or guarantees the future performance of Opthea or any return on any investment made pursuant to this Offer Booklet.

4.18 Risk factors

An investment in Opthea involves general risks associated with an investment in the stock market. The price of New Shares may rise or fall.

There are also a number of risk factors, both specific to Opthea and of a general nature, which may affect the future operating and financial performance of Opthea and the value of an investment in Opthea. Before deciding to invest in Opthea, prospective investors should carefully consider the “Key risks” section of the Investor Presentation as set out in Section 3.

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5 Glossary

$ or A$ means Australian dollars.

Additional New Shares means New Shares in excess of a Shareholder’s Entitlement which will be available subject to the extent that other Eligible Retail Shareholders do not take up their full Entitlement or are ineligible to participate in the Entitlement Offer as Ineligible Retail Shareholders.

AEST means Australian Eastern Standard Time.

Application means an application to subscribe for New Shares under the Retail Entitlement Offer.

Application Monies means the amount specified in the personalised Entitlement and Acceptance Form, being the consideration for New Shares under the Entitlement Offer.

ASIC means Australian Securities & Investments Commission.

ASIC Instrument 2016/84 means the ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84.

ASX means ASX Limited ACN 008 624 691 or, where the context requires, the financial market operated by it on which Shares are quoted.

ASX Announcements means the announcements released to ASX by Opthea on 3 April 2017 and 5 April 2017 in connection with the Capital Raising, copies of which are set out in Section 3.

Capital Raising means the Entitlement Offer and the Placement.

CGT means capital gains tax.

Corporations Act means the Corporations Act 2001 (Cth).

Eligible Institutional Shareholder means a person who:

was identified as an Institutional Shareholder by Opthea;
has a registered address in Australia or New Zealand, the United States or certain other jurisdictions disclosed in the Investor Presentation;
if located in the United States, is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) ( QIB ) acting for its own account or for the account or benefit of one or more persons, each of whom is a QIB, or a dealer or other professional fiduciary organised, incorporated or (if an individual) resident in the United States that is acting for an account (other than an estate or trust) held for the benefit or account of persons that are not U.S. Persons (as defined in Rule 902(k) under the Securities Act) for which it has and is exercising investment discretion, within the meaning of Rule 902(k)(2)(i) of Regulation S under the Securities Act, and in each case, whose participation has been expressly approved by Opthea and the administration agent of the Entitlement Offer component that will take place in the United States;
is eligible under all applicable securities laws to receive an offer under the Institutional Entitlement Offer; and
who has successfully received an offer under the Institutional Entitlement Offer.

Eligible Retail Shareholders has the meaning given in section 2.4.

Eligible Shareholders means an Eligible Institutional Shareholder or an Eligible Retail Shareholder.

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Entitlement means the number of New Shares for which an Eligible Shareholder is entitled to subscribe under the Entitlement Offer, being 1 New Share for every 14 existing Shares held at the Record Date.

Entitlement and Acceptance Form means the personalised form accompanying this Offer Booklet to be used to make an Application in accordance with the instructions set out on that form.

Entitlement Offer means the pro rata non-renounceable entitlement offer of 1 New Share for every 14 existing Shares held at the Record Date by Eligible Shareholders, comprising the Institutional Entitlement Offer and the Retail Entitlement Offer.

GST means the goods and services tax levied under the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Ineligible Institutional Shareholder means an Institutional Shareholder who is not an Eligible Institutional Shareholder.

Ineligible Retail Shareholder means a Shareholder that is not an Eligible Retail Shareholder, an Eligible Institutional Shareholder or an Ineligible Institutional Shareholder.

Institutional Entitlement Offer means the offer of New Shares to Eligible Institutional Shareholders as part of the Entitlement Offer, as described in Section 1.3.

Institutional Investor means a person:

in Australia, to whom an offer of securities in a company may be made in Australia without a disclosure document (as defined in the Corporations Act) on the basis that such a person is an “exempt investor” as defined in section 9A(5) of the Corporations Act (as inserted by ASIC Instrument 2016/84); or
in selected jurisdictions outside Australia, to whom an offer of New Shares may be made without registration, lodgement of a formal disclosure document or other formal filing in accordance with the laws of that foreign jurisdiction (except to the extent to which Opthea, at its absolute discretion, is willing to comply with such requirements).

Institutional Shareholder means a Shareholder on the Record Date who is an Institutional Investor.

Investor Presentation means the presentation released to ASX by Opthea on 3 April 2017 in connection with the Capital Raising, a copy of which is set out in Section 3.

Lead Manager or Wilsons means Wilson Corporate Finance Limited ACN 057 547 323.

Listing Rules means the official listing rules of ASX.

New Shares means the fully paid ordinary shares issued under the Entitlement Offer or the Placement (as applicable).

Offer Booklet means this offer booklet in relation to the Retail Entitlement Offer, including the accompanying personalised Entitlement and Acceptance Form.

Offer Materials means any materials lodged or released by Opthea in relation to the Capital Raising (whether before, on or after the date of this Offer Booklet), including the ASX Announcements and the Investor Presentation, and this Offer Booklet.

Offer Price means $0.93 being the price payable per New Share under the Entitlement Offer.

Opthea or Company means Opthea Limited ACN 006 340 567.

Opthea Entitlement Offer Account means the account established by Opthea solely for the purpose of holding any Application Monies received from Eligible Shareholders.

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Placement means the placement of New Shares to institutional and sophisticated investors at the Offer Price, to raise approximately $35 million, as announced by Opthea on 3 April 2017.

Record Date means 7.00pm (AEST) on 5 April 2017.

Registry means Computershare Investor Services Pty Limited ABN 48 078 279 277.

Retail Closing Date means 5.00pm (AEST) on 24 April 2017, being the final date that Eligible Retail Shareholders can take up some or all of their Entitlement.

Retail Entitlement Offer means the offer of New Shares to Eligible Retail Shareholders as part of the Entitlement Offer as described in Section 1.2(a).

Retail Entitlement Offer Period means the period during which the Retail Entitlement Offer is open.

Section means a section of this Offer Booklet.

Securities Act means the U.S. Securities Act 1933.

Share means a fully paid ordinary share in Opthea.

Shareholder means a holder of a Share.

Top-Up Shares has the meaning given in Section 4.3.

U.S. or United States means the United States of America, its territories and possessions, any state of the United States and the District of Columbia.

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Corporate Directory

OPTHEA LIMITED ACN 006 340 567

REGISTERED OFFICE

Opthea Limited Suite 0403, Level 4, 650 Chapel Street South Yarra VIC 3141

AUSTRALIAN LEGAL ADVISER

Gilbert + Tobin Level 22, 101 Collins Street Melbourne VIC 3000

LEAD MANAGER

Wilsons Corporate Finance Limited Level 16, 357 Collins Street Melbourne VIC 3000

SHARE REGISTRY

Computershare Investor Services Pty Limited 452 Johnston Street Abbotsford VIC 3067

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For all enquiries:

Phone:

(within Australia) 1300 070 933 (outside Australia) 61 3 9415 4301 Web:

www.investorcentre.com/contact

Make your payment:

See overleaf for details of the Offer and how to make your payment

Non-Renounceable Entitlement Offer — Entitlement and Acceptance Form

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

 Your payment must be received by 5:00pm (AEST) Monday 24 April 2017

Important: The Entitlement Offer is being made under the Retail Entitlement Offer Booklet dated 10 April 2017. The Retail Entitlement Offer Booklet contains information about investing in the New Shares. Before applying for New Shares, you should carefully read the Retail Entitlement Offer Booklet. Terms used in this form have the meaning given to them in the Retail Entitlement Offer Booklet.

The Entitlement Offer to which this Entitlement and Acceptance Form relates is not being made to investors located or resident outside of Australia and New Zealand. The Entitlement and Acceptance Form and the Retail Entitlement Offer Booklet (together the “Information Materials”) do not constitute an offer or invitation to acquire New Shares in any place in which, or to any person to whom, it would be unlawful to make such an offer or invitation. In particular, the Information Materials do not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to any person acting for the account or benefit of a person in the United States.

This is an important document that requires your immediate attention. It can only be used in relation to the shareholding represented by the details printed overleaf. If you are in doubt about how to deal with this form, please contact your financial or other professional adviser.

Step 1: Registration Name & Offer Details

Details of the shareholding and entitlements for this Offer are shown overleaf.

Please check the details provided and update your address via www.investorcentre.com if any of the details are incorrect.

If you have a CHESS sponsored holding, please contact your Controlling Participant to notify a change of address.

Choose one of the payment methods shown below.

BPAY ®: See overleaf. Do not return the payment slip with BPAY payment.

By Mail: Complete the reverse side of the payment slip and detach and return with your payment. Make your cheque, bank draft or money order payable in Australian dollars to " Opthea Limited " and cross " Not Negotiable ". The cheque must be drawn from an Australian bank. Cash is not accepted.

Step 2: Make Your Payment

You can apply to accept either all or part of your Entitlement. If you accept your full Entitlement, you can also apply for Additional New Shares up to a cap of $50,000. Enter the number of New Shares you wish to apply for and the amount of payment for those New Shares.

By making your payment you confirm that you agree to all of the terms and conditions as detailed in the Offer Document dated 10 April 2017.

Payment will be processed on the day of receipt and as such, sufficient cleared funds must be held in your account as cheques received may not be re-presented and may result in your Application being rejected. Paperclip (do not staple) your cheque(s) to the payment slip. Receipts will not be forwarded. Funds cannot be debited directly from your account.

Entering your contact details is not compulsory, but will assist us if we need to contact you.

Turn over for details of the Offer è

Opthea Limited Non-Renounceable Entitlement Offer Payment must be received by 5:00pm (AEST) Monday 24 April 2017

® Registered to BPAY Pty Limited ABN 69 079 137 518

225760_0_COSMOS_Sample_CA/000001/000001/i

Entitlement and Acceptance Form with Additional Shares

Registration Name & Offer Details

[For your security keep your SRN/] HIN confidential.

Registration Name:

Entitlement No:

Offer Details: Existing shares entitled to participate as at 7pm Wednesday 5 April 2017: Entitlement to New Shares on a 1 for 14 basis: Amount payable on full acceptance at $0.93 per New Share:

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Make Your Payment

Pay by Mail:

Biller Code: Ref No: 

Make your cheque, bank draft or money order payable to " Opthea Limited " and cross " Not Negotiable ".

Return your cheque with the below payment slip to: Computershare Investor Services Pty Limited GPO BOX 505 Melbourne Victoria 3001 Australia

Contact your financial institution to make your payment from your cheque or savings account.

Lodgement of Acceptance

If you are applying for New Shares and your payment is being made by BPAY, you do not need to return the payment slip below. Your payment must be received by no later than 5:00pm (AEST) Monday 24 April 2017. Applicants should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment, and should therefore take this into consideration when making payment. Neither Computershare Investor Services Pty Limited (CIS) nor Opthea Limited accepts any responsibility for loss incurred through incorrectly completed BPAY payments. It is the responsibility of the applicant to ensure that funds submitted through BPAY are received by this time. If you are paying by cheque, bank draft or money order the payment slip below must be received by CIS by no later than 5:00pm (AEST) Monday 24 April 2017. You should allow sufficient time for this to occur. A reply paid envelope is enclosed for shareholders in Australia. Other Eligible Shareholders will need to affix the appropriate postage. Return the payment slip below with cheque attached. Neither CIS nor Opthea Limited accepts any responsibility if you lodge the payment slip below at any other address or by any other means.

By either returning the Entitlement and Acceptance Form with payment to the Registry, or making payment received by BPay, you will be deemed to have represented and warranted that you have read and understood the Retail Entitlement Offer Booklet and that you acknowledge the matters, and make the representations and warranties set out in Section 2.7 of the Retail Entitlement Offer Booklet. In particular, you represent (for the benefit of Opthea and the Lead Manager and their respective affiliates) that you are an Eligible Retail Shareholder as defined in Section 2.4 of the Retail Entitlement Offer and you are subscribing for or purchasing New Shares in an “offshore transaction” (as defined in Regulation S under the U.S. Securities Act of 1933 (the “U.S. Securities Act”)).

Privacy Notice

The personal information you provide on this form is collected by CIS, as registrar for the securities issuer (the issuer), for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. In addition, the issuer may authorise us on their behalf to send you marketing material or include such material in a corporate communication. You may elect not to receive marketing material by contacting CIS using the details provided above or emailing [email protected]. We may be required to collect your personal information under the Corporations Act 2001 (Cth) and ASX Settlement Operating Rules. We may disclose your personal information to our related bodies corporate and to other individuals or companies who assist us in supplying our services or who perform functions on our behalf, to the issuer for whom we maintain securities registers or to third parties upon direction by the issuer where related to the issuer’s administration of your securityholding, or as otherwise required or authorised by law. Some of these recipients may be located outside Australia, including in the following countries: Canada, India, New Zealand, the Philippines, the United Kingdom and the United States of America. For further details, including how to access and correct your personal information, and information on our privacy complaints handling procedure, please contact our Privacy Officer at [email protected] or see our Privacy Policy at http://www.computershare.com/au.

Detach here

Opthea Limited Acceptance Payment Details

Entitlement taken up: Number of Additional New Shares applied for: Entitlement No: Amount enclosed at $0.93 per New Share: A$ .

Payment must be received by 5:00pm (AEST) Monday 24 April 2017

Contact Details

Contact Daytime Name Telephone Cheque Details Drawer Cheque Number BSB Number Account Number Amount of Cheque

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AI assistant

Opthea Ltd — Capital/Financing Update 2017

32698_rns_2017-04-09_18137339-a620-472a-8214-552d6ec463e7.pdf

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

RETAIL ENTITLEMENT OFFER BOOKLET

RETAIL ENTITLEMENT OFFER BOOKLET

Opthea Limited ACN 006 340 567

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Contents

Important notices

Future performance and forward looking statements

Past performance

Investor eligibility

Jurisdictions

Trading of New Shares

Defined terms

Letter from the Chairman

10 April 2017

Dear Shareholder,

Capital Raising

(the Placement and the Entitlement Offer, together, the Capital Raising ).

Details of the Entitlement Offer

Offer Booklet

Key dates for the Retail Entitlement Offer

Enquiries

What should you do?

1 Read this Offer Booklet and the accompanying Entitlement and Acceptance Form

2 Consider the Retail Entitlement Offer in light of your particular investment objectives and circumstances

3 Decide what you want to do

4 Apply for New Shares

5 Questions

1 Overview of the Entitlement Offer

1.1 Summary of the Entitlement Offer

1.2 Retail Entitlement Offer

(b) Retail Closing Date

(c) Application for oversubscriptions

1.3 Institutional Entitlement Offer

1.4 Placement

2 How to apply

2.1 Choices available to Eligible Retail Shareholders

2.2 Your Entitlement

2.3 If you wish to take up all or part of your Entitlement

2.4 Eligible Retail Shareholders

2.5 Ineligible Retail Shareholders

2.6 If you wish to do nothing

2.7 Declarations by Eligible Retail Shareholder

2.8 Payment directions

(a) Payment by BPAY®

(b) Payment by cheque, bank draft or money order

3 ASX Announcements and Investor Presentation

3.1 ASX Announcements released by Opthea on 3 April 2017

4 Important information

4.1 Responsibility for this Offer Booklet

4.2 Date of this Offer Booklet

4.3 Reconciliation

4.4 No cooling off rights

4.5 ASX quotation

4.6 Not investment advice

4.7 Application Monies

4.8 Rights attaching to New Shares

4.9 Privacy statement

4.10 Taxation

(a) Issue of Entitlements

(b) Exercise of Entitlements

(c) New Shares

(d) Entitlements which lapse

(e) Other Australian taxes

4.11 Rounding of Entitlements

4.12 Offer Booklet availability

4.13 Continuous disclosure

4.14 Governing law

4.15 Foreign jurisdictions

New Zealand

Other

Any non-compliance with these restrictions may contravene applicable securities laws.

4.16 Withdrawal of Retail Entitlement Offer

4.17 Disclaimer of representations

4.18 Risk factors

5 Glossary

Eligible Institutional Shareholder means a person who:

Opthea Ltd Capital/Financing Update 2017