Opthea Ltd — Capital/Financing Update 2017

Apr 4, 2017

Notice

Notice reference number: [Insert reference number]

Notice date: 05/04/2017

What’s this about?

Effective date: 05/04/2017

==> picture [505 x 89] intentionally omitted <==

----- Start of picture text -----  ASX Trade ASX 24 ASX TECH Trading Clearing Settlement ALC ASX NETOperations Technology Market Data Rules  Compliance Risk  Other----- End of picture text -----

Title

Opthea Limited – Accelerated Non Renounceable Entitlement Offer

1Description

On 3 April 2017, Opthea Limited (ASX Code: OPT) (Company) announced a 1 for 14 accelerated non-renounceable pro-rata entitlement offer of new ordinary shares in the Company at an issue price of $0.93 per new share to raise approximately $10 million (Entitlement Offer).

The Entitlement Offer has the following two components.

• An institutional entitlement offer, where offers have been made to eligible institutional shareholders for them to apply for their pro-rata entitlement (Institutional Entitlement Offer).

• A retail entitlement offer, where offers will be made to eligible retail shareholders for them to apply for their pro-rata entitlement (Retail Entitlement Offer).

New ordinary shares issued under the Entitlement Offer will rank equally in all respects with existing ordinary shares.

The anticipated timetable in relation to the Entitlement Offer is set out below.

Date	Event
Thursday, 30 March 2017	Trading Halt (2+2) commences
Monday, 3 April 2017	Announcement of Entitlement OfferInstitutional Entitlement Offer commences
Tuesday, 4 April 2017	Institutional Entitlement Offer closes
Wednesday, 5 April 2017	Announce results of Institutional Entitlement OfferTrading halt liftedTrading in ordinary shares resumes on an ex-entitlement basis (ASX Code: OPT)Entitlement Offer Record Date
Monday, 10 April 2017	Retail Entitlement Offer opens
Tuesday, 11 April 2017	Settlement of Institutional Entitlement Offer

1/2

ASX Notice

(continued)

Wednesday, 12 April 2017	Quotation of new shares issued under the Institutional Entitlement Offer (ASX Code:OPT)
Monday, 24 April 2017	Retail Entitlement Offer closes
Tuesday, 2 May 2017	Settlement of Retail Entitlement Offer
Thursday, 4 May 2017	Quotation of new shares issued under Retail Entitlement Offer (ASX Code: OPT)

Settlement issues

Despite the fact that securities are trading ‘ex entitlement’ on ASX Trade, CHESS will not recognise for settlement purposes the ‘ex entitlement’ or the ‘cum entitlement’ tag on CHESS messages and CHESS will not maintain cum balances during the deemed ‘CHESS ex-period’, i.e. the period commencing on the deemed CHESS ex-date up to and including the record date. However, a record date cum balance will be available the business day following the record date, which will be equal to the registered holding balance at CHESS end of day on the record date. As a result any transfer that occurs prior to record date will be effectively transferred on a ‘cum entitlement’ basis.

Therefore, Participants must ensure that any transfer, including the priming of Broker Entrepot Accounts, is conducted in accordance with the basis of quote. For example, a transfer in relation to a transaction conducted on an ‘ex entitlement’ basis should ordinarily only occur post record date.

CHESS will perform automatic diary adjustments to ‘cum entitlement’ settlement obligations outstanding as at the record date.

Trading issues

ASX will not price a ‘cum entitlement’ market with respect to trading in the Company’s securities. Persons who acquire the Company’s securities after the commencement of the trading halt on Thursday, 30 March 2017 are not entitled to participate in the Entitlement Offer.

What do I need to do and by when?

For further details, please refer to the Company’s announcements.

Need more information?

For further information, please contact the Company’s Entitlement Offer Information Line on 1300 070 933 within Australia or +61 3 9415 4301 outside Australia from 8.30am to 5:30 pm (AEST) Monday to Friday.

Issued by Kobe Li

4

Contact Details

(03) 9617 8772

Disclaimer

2/2