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Opthea Ltd Capital/Financing Update 2019

Dec 1, 2019

32698_rns_2019-12-01_6db7801c-3fe9-4be9-ae7d-bea80e749ffb.pdf

Capital/Financing Update

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Equity Raising Presentation

Important Notice and Disclaimer

IMPORTANT: You must read the following before continuing. By accepting or viewing this presentation you represent and warrant that you are entitled to receive or access the presentation in accordance with the restrictions below and agree to be bound by the limitations contained within it.

This presentation has been prepared by Opthea Limited (ABN32 006 340 567) (“Company” or “Opthea”) in relation to a placement of new ordinary shares in the Company (“New Shares”) to certain eligible institutional investors (“Placement” or the “Offer”). The Company reserves the right to withdraw, or vary the timetable for the Placement without notice.

Summary information

This presentation contains summary information about the Company and its activities and is current as at the date of this presentation. It has been prepared by the Company with due care but no representation or warranty, express or implied, is provided in relation to the accuracy or completeness of the information. Statements in this presentation are made only as of the date of this presentation unless otherwise stated and the information in this presentation remains subject to change without notice. The Company is not responsible for updating, nor undertakes to update, this presentation. It should be read in conjunction with the Company’s other periodic and continuous disclosure announcements lodged with the Australian Securities Exchange (“ASX”), which are available at www.asx.com.au.

This presentation may also include information derived from public or third party sources, including public filings, research, surveys or studies conducted by third parties, including industry or general publications and other publicly available information, that has not been independently verified. Neither Opthea nor any of its subsidiaries or any of the respective directors, officers, employees, representatives, agents or advisers of Opthea or its subsidiaries (“Opthea Related Persons”) makes any representation or warranty with respect to the fairness, accuracy, completeness or adequacy of such information.

Not financial product advice

This presentation is for information purposes only and is not a prospectus, product disclosure statement or other offer document under Australian law or the law of any other jurisdiction. This presentation is not a financial product or investment advice, a recommendation to acquire New Shares or accounting, legal or tax advice. It has been prepared without taking into account the objectives, financial or tax situation or needs of individuals. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own objectives, financial and tax situation and needs, and seek legal, taxation and other professional advice appropriate to their circumstances. The Company is not licensed to provide financial product advice in respect of its securities. Cooling off rights do not apply to the acquisition of New Shares.

Effect of rounding

A number of figures, amounts, percentages, estimates, calculations of value and fractions in this presentation are subject to the effect of rounding. Accordingly, the actual calculation of these figures may differ from the figures set out in this presentation.

Past performance

Information relating to past performance and activities included in this presentation is given for illustrative purposes only and should not be relied upon as (and is not) an indication of the Company’s views on its future performance or condition. Investors should note that past performance, including the past share price performance of Opthea, cannot be relied upon as an indicator of (and provides no guidance as to) future performance, including future share price performance. The historical information included in this presentation is, or is based on, information that has previously been released to the market and is not represented as being indicative of Opthea’s views on its future financial condition and/or performance.

Financial data

All dollar values are in Australian dollars ($ or A$) unless stated otherwise.

This presentation includes pro forma financial information which is provided for illustrative purposes only and is not represented as being indicative of the Company’s (or anyone else's) views on the Company’s future financial position or performance. The pro-forma financial information included in this presentation is for illustrative purposes and does not purport to be in compliance with Article 11 of Regulation S-X of the rules and regulations of the U.S. Securities and Exchange Commission.

Investors should also be aware that certain financial data in this presentation may include “non-IFRS financial information” under Regulatory Guide 230 ‘Disclosing non-IFRS financial information’ published by the Australian Securities and Investments Commission (“ASIC”) or “non-GAAP financial measures” under Regulation G of the U.S. Securities Exchange Act of 1934, as amended. Any disclosure of such non-GAAP financial measures in that manner may not be permissible if this were a registration statement under the U.S. Securities Act of 1933, as amended (“U.S. Securities Act”). The Company believes any non-IFRS financial information and these non-GAAP financial measures do not have a standardised meaning prescribed by Australian Accounting Standards (AAS) and International Financial Reporting Standards (IFRS) and, therefore, may not be comparable to similarly titled measures presented by other entities, nor should they be construed as an alternative to other financial measures determined in accordance with AAS or IFRS. Investors are cautioned, therefore, not to place undue reliance on any non-IFRS financial information or non-GAAP financial measures and ratios included in this presentation.

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2

Important Notice and Disclaimer (cont’d)

Future performance / forward-looking statements

This presentation contains certain forward-looking statements. The words "expect", "anticipate", "estimate", "intend", "believe", "guidance", "should", "could", "may", "will", "predict", "plan" and other similar expressions are intended to identify forward-looking statements. Indications of, and guidance on, future financial position and performance are also forward-looking statements. Forward-looking statements in this presentation include statements regarding the timetable, conduct and outcome of the Placement and the use of the proceeds thereof, the therapeutic and commercial potential of its product in development, the viability of future opportunities, future market supply and demand, the financial condition, results of operations and businesses of Opthea, certain plans, objectives and strategies of the management of Opthea, including with respect to the current and planned clinical trials of its product candidate, and the future performance of Opthea. Forward-looking statements, opinions and estimates provided in this presentation are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on interpretations of current conditions.

Forward-looking statements, including projections, guidance on the future financial position of the Company are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. They involve known and unknown risks and uncertainties and other factors, many of which are beyond the control of Opthea and its directors and management, and may involve significant elements of subjective judgment and assumptions as to future events that may or may not be correct. These statements may be affected by a range of variables which could cause actual results or trends to differ materially, including but not limited to the risks described in this presentation under “Appendix - Key risks”, including risks associated with: the availability of funding, the development, testing, production, marketing and sale of drug treatments, regulatory risk and potential loss of regulatory approvals, ongoing preclinical safety and tolerability studies, clinical studies to demonstrate OPT-302 safety, tolerability and therapeutic efficacy, intellectual property protections, the successful completion of the Placement and other factors that are of a general nature which may affect the future operating and financial performance of the Company. No representation, warranty or assurance (express or implied) is given or made in relation to any forward-looking statement by any person (including the Company and Opthea Related Persons). In particular, no representation, warranty or assurance (express or implied) is given that the occurrence of the events expressed or implied in any forward-looking statements in this presentation will actually occur. Actual results, performance or achievement may vary materially from any projections and forward-looking statements and the assumptions on which those statements are based. The forward-looking statements in this presentation speak only as of the date of this presentation. Subject to any continuing obligations under applicable law or any relevant ASX listing rules, the Company and Opthea Related Persons disclaim any obligation or undertaking to provide any updates or revisions to any forward-looking statements in this presentation to reflect any change in expectations in relation to any forward-looking statements or any change in events, conditions or circumstances on which any such statement is based. Nothing in this presentation will create an implication that there has been no change in the affairs of Opthea since the date of this presentation.

Diagram, charts, graphs and tables

Any diagrams, charts, graphs and tables appearing in this presentation are illustrative only and may not be drawn to scale.

Investment risks

An investment in New Shares is subject to investment and other known and unknown risks, many of of which are beyond the control of Opthea. Opthea does not guarantee any particular rate of return on the New Shares or its performance, nor does it guarantee any particular tax treatment. In considering an investment in New Shares, investors should have regard to (among other things) the risks and disclosures outlined in this presentation, including the “Appendix - Key Risks” section of this presentation, before making an investment decision, and should consult their professional adviser(s) if they are in any doubt about what to do.

Not an offer

This presentation is not a disclosure document and should not be considered as investment advice. This presentation is for information purposes only and should not be considered an offer or an invitation to acquire Company securities or any other financial products and does not and will not form any part of any contract for the acquisition of New Shares.

This presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or any other jurisdiction in which such an offer would be illegal or impermissible. The New Shares to be issued in the Placement have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state or other jurisdiction of the United States. The New Shares to be issued in the Placement may not be offered and sold to, directly or indirectly, any person in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This presentation may not be distributed or released in the United States.

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3

Important Notice and Disclaimer (cont’d)

Each institution or person that reviews the information contained in this presentation represents and agrees (a) that each such institution or person is outside the United States (within the meaning of Regulation S under the U.S. Securities Act) and (b) that it will not forward or deliver this presentation, electronically or otherwise, to any other person.

The release, publication or distribution of this presentation (including an electronic copy) in other jurisdictions outside Australia may also be restricted by law and any such restrictions should be observed. If you come into possession of this presentation, you should observe such restrictions and should seek your own advice on such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. Refer to the “ Appendix - Foreign Selling Restrictions” section of this presentation for more information.

Acceptance

By attending a presentation or briefing, or accepting, accessing or reviewing this presentation, you acknowledge and agree to the terms set out in this important notice and disclaimer, including any modifications to them.

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4

Table of Contents

Section Page
Placement Overview 6
Company Overview 10
OPT-302 Phase 2B wet AMD Data 18
Ongoing Clinical Trials 42
Appendix – Key Risks 48
Appendix – Foreign Selling Restrictions 55

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5

6

Placement Details

Issuer
Opthea Limited (“Opthea”)
Ticker / Exchange
OPT / ASX
Placement size
Opthea has undertaken a non-underwritten private placement to a certain small number of professional and sophisticated investors in Australia and the United Kingdom and
has received commitments which will raise approximately A$50 million

Approximately 19 million fully paid ordinary shares (“New Shares”) are to be issued under the Placement at the Placement Price (defined below) representing approximately
7.5% of current issued capital

New Shares to be issued under Opthea’s placement capacity per ASX Listing Rule 7.1
Placement price New Shares issued under the Placement will be issued at a subscription price of A$2.65 per New Share
Use of proceeds
Proceeds from the Placement will be used to:
-
fund further clinical development of OPT-302 as a therapy for wet Age-related Macular Degeneration (“wet AMD” or “wAMD”) through commencement of two
concurrent Phase 3 pivotal registrational trials in approximately 660 wet AMD patients each; and
-
manufacture sufficient quantities of clinical grade OPT-302 for Phase 3 clinical development.

Proceeds from the Placement, together with the Company’s existing cash and cash equivalents, will enable the Company to fund its operations into the first half of calendar
2021
Ranking of New Shares
New Shares issued under the Placement will rank equally with existing fully paid ordinary shares of Opthea on issue

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7

Note (1): Opthea may, in its discretion, increase the amount raised by the Placement.

Sources and Uses of Funds

Sources and uses of Placement funds

Sources of funds A$m
Placement 50(1)
Total 50

Funding commitments from capital raise

  • Proceeds from the Placement will be used to:

  • fund further clinical development of OPT-302 as a therapy for wet AMD through commencement of two concurrent Phase 3 pivotal registrational trials in approximately 660 wet AMD patients each; and

  • manufacture sufficient quantities of clinical grade OPT-302 for phase 3 clinical development

  • Proceeds from the Placement, together with the Company’s existing cash and cash equivalents, will enable the Company to fund its operations into the first half of calendar 2021

Uses of Funds A$m
Phase 3 clinical trial costs 26
Other Phase 3 related costs (including OPT-302 manufacturing) 20
Other general corporate purposes 4
Total 50
  • Other costs to be funded from existing cash and R&D tax incentives include:

  • close-out activities of Phase 2b clinical trial of OPT-302 in wet AMD

  • completion of Opthea’s Phase 2a clinical trial of OPT-302 in patients with DME

  • R&D support, employee and operating costs

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General note: Figures should be considered indicative estimates only and reflect Opthea’s current expectations in respect of the design and scope of the proposed Phase 3 clinical program. All figures are therefore subject to 8 change. Proceeds of the Placement will not be sufficient to fully fund all anticipated costs of the Phase 3 clinical trials. Note (1): Opthea may, in its discretion, increase the amounts raised by the Placement.

Timetable

Event
Date
Event
Date
Participating investors execute Placement Agreements Sunday , 1 December 2019
Announcement of the Placement Monday, 2 December 2019
Settlement of Placement Thursday, 5 December 2019
Allotment and trading of New Shares under the Placement Friday, 6 December 2019

Note: The timetable above is indicative only and may subject to change. Opthea reserves the right to amend any or all of these dates and times without notice, subject to the Corporations Act, the ASX Listing Rules and other applicable laws. All dates and times refer to AEDT.

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9

10

Business Snapshot

Opthea Limited

  • Public company listed on ASX (ASX:OPT) developing OPT-302 for wet AMD and Diabetic Macular Edema (“DME”)

  • • Market capitalisation prior to capital raise of A$683m at 29 November 2019 and cash on hand of A$30m at 30 October 2019

OPT-302 has a novel mechanism of action

  • OPT-302 (sVEGFR-3) is the first ‘Trap’ inhibitor of VEGF-C and VEGF-D designed specifically for the eye

  • In combination with anti-VEGF-A therapies, shown to completely shut-down VEGFR-2 and VEGFR-3 activity

  • • Targets mechanisms of resistance and sub-optimal clinical response to existing therapies

  • Current and growing market opportunity estimated at US$10B+ worldwide*

Strong and growing commercial potential

  • OPT-302 being developed for use in combination with any of the existing anti-VEGF-A agents, biosimilars or novel therapies in development for wet AMD as well as in DME

  • A novel approach seeking to provide additional visual acuity benefit over standard of care

  • • Potential future extension to Retinal Vein Occlusion (“RVO”) and other retinal pathologies

Primary endpoint met in Phase 2b study of OPT-302 in wet AMD

  • OPT-302 combination therapy demonstrated superiority in visual acuity over ranibizumab (Lucentis®) alone at 24 weeks in an international, randomised, controlled, double-masked trial of 366 patients

  • • Secondary endpoint results also supportive of primary outcome • Exploratory and pre-specified sub-group analyses suggest greater activity of OPT-302 in lesion-types considered more difficult to treat with anti-VEGF-A therapy and highest unmet need

  • Completed Phase 1/2a trial in 51 wet AMD patients

Phase 2a trial of OPTData anticipated in 2Q 2020

  • Nearing completion of patient recruitment in Phase 2a trial of OPT-302 in combination with aflibercept (Eylea®) for the treatment of persistent centre-involving DME

  • • Completed Phase 1b dose-escalation trial in 9 persistent DME patients • Dose-responsive improvements in visual acuity, reductions in retinal fluid and swelling

  • Well tolerated safety profile of OPT-302 administered IVT in combination with ranibizumab and aflibercept

  • • Extensive global clinical dosing experience with repeated IVT administration in ~400 patients across three international clinical studies in two disease indications

Well tolerated safety profile of OPT-302

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  • Source: Based on 2018 worldwide sales for ranibizumab and aflibercept.

11

OPT-302 Clinical Program

OPT-302
Target: VEGF-C/D
OPT-302
Target: VEGF-C/D
Ranibizumab
Target: VEGF-A
Aflibercept,
Bevacizumab
Target: VEGF-A
Phase 3
Phase 3b
Phase 3
Complete
Ph 1/2a (n=51)
Positive
Ph 2b (n=366)
Planned
Two concurrent
Ph 3 trials (each 2
arms, n=~330 per arm;
~660 total per trial)
Planned
Ph 3b trial (2 arms,
n=~330 per arm;
~660 total)
April 2017
Primary Endpoint Met
(Safety)
August 2019Primary
Endpoint Met
(Superior Efficacy)
Diabetic Ma cular Edem a

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12 Note: The final design of the phase 3 trials is to be confirmed following receipt of regulatory advice and confirmation of the design of the phase 3 clinical program.

Wet AMD and DME are Leading Causes of Vision Loss in the Elderl and Diabetic Po ulations Res ectivel y p p y

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VEGF-A
VEGF-C/D
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Wet AMD DME
Driver: Ageing Sustained hyperglycaemia
Prevalence: • Increasing prevalence due to ageing population
• ~3M people worldwide, including ~1.8M in the US
• Increasing due to diabetes epidemic
• DME with visual impairment affects ~1-3% diabetes patients
• ~1.3M – 2M people worldwide, many undiagnosed
Primary macular site of
pathology:
• Choroid • Intra-retinal layers
Pathogenesis: • Changes in ageing eye
• Upregulation VEGF-A, -C, -D and other cytokines
• Choroidal Neovascularization (CNV)
• Sub-retinal, intra-retinal fluid accumulation
• Sustained hyperglycemia
• Upregulation VEGF-A, -C, -D and inflammatory mediators
• Inflammation
• Hyperpermeability and retinal swelling

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13

Existing Therapies Primarily Target VEGF-A

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OPT-302 inhibits VEGF-C/D
Ranibizumab
(Lucentis [®] )
VEGF-C OPT-302
Bevacizumab [#] VEGF-A VEGF-D
(Avastin [®] )
VEGF-B
Aflibercept
PlGF
(Eylea [®] )
VEGFR-1 VEGFR-2 VEGFR-3
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OPT-302: Rationale

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VEGF-C
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VEGF-D

  • Long-term therapy with selective VEGF-A inhibitors is associated with sub-optimal responses

  • Sub-optimal improvements in visual acuity

  • Persistent retinal fluid

  • Resistance to VEGF-A monotherapy may be related to other VEGF family members

  • VEGF-C/D signal for angiogenesis and vascular permeability independently of VEGF-A; and

  • VEGF-C/D are elevated when VEGF-A is inhibited

  • OPT-302 combination therapy achieves a more complete suppression of the VEGF/VEGFR pathway

  • OPT-302 targets incomplete response to VEGF-A inhibition

Used in combination with a VEGF-A inhibitor, completely blocks VEGFR-2 and VEGFR-3 signalling

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14

# Bevacizumab is used ‘off-label’ for the treatment of wAMD

A Currently Unmet Medical Need for wet AMD and DME

Despite receiving a VEGF-A inhibitor (ranibizumab, aflibercept or bevacizumab)*:

Large and Growing Market Opportunity

50% Do not achieve significant vision gains wet AMD 2/3 Will continue to have fluid at the back of the eye 25% Will have further vision loss at 12 months 2/3 Do not achieve significant vision gains[#] DME 25% Continue to have macula thickening/swelling[^]

Opportunity: New Products that Improve Efficacy and Durability

  • Wet AMD and DME are the leading causes of blindness in the elderly and diabetic populations respectively

  • Prevalence is increasing

  • Market opportunity is growing

  • Approved VEGF-A inhibitors (ranibizumab and aflibercept) generated revenues >US$10b in 2018

  • Approximately 50% of wet AMD and DME patients worldwide receive bevacizumab as an off-label, less-costly treatment option

Opthea’s strategy is to develop OPT-302 as a combination therapy to be administered with any of the approved a-VEGF-A therapies or new VEGF-A inhibitors in development

  • Based on randomised, controlled clinical trial data; # Fail to achieve ≥ 2 lines improvement in BCVA;

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15

^ SD-OCT CST ≥ 300 µM or Time-Domain OCT CST ≥ 250 µM

OPT-302: A ‘trap’ inhibitor of VEGF-C and VEGF-D

VEGF-C

OPT-302: A soluble form of VEGFR-3

Strategy

  • Comprises the extracellular domains 1-3 of VEGFR-3 and the Fc fragment of human IgG1

  • To develop OPT-302 for use in combination with inhibitors of VEGF-A to address the unmet medical need in wet AMD as well as in DME

  • Potent inhibitor of VEGF-C (~5 pM) and VEGF-D (~0.5 nM)

  • A ‘trap’ that blocks VEGF-C and VEGF-D binding to the receptors VEGFR-2 and VEGFR-3

  • Targets a validated pathway involved in wet AMD progression

  • Targets a mechanism of escape from existing therapies that is differentiated to VEGF-A therapies

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Extra-Cellular Domains 1-3 hVEGFR-3

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hIgG1 Fc
----- End of picture text -----

  • To demonstrate superior gains in visual acuity in patients administered OPT-302 in combination with a VEGF-A inhibitor

  • Clinical trials based on administering OPT-302 as a sequential intravitreal injection every 4 weeks (q4w), with the potential to also:

  • investigate OPT-302 efficacy and durability in patients receiving less frequent doses (e.g. q8w, q12w), and

  • co-formulate with other agents

  • The wet AMD and DME landscapes include only a limited number of novel combination therapies that may address the sub-optimal clinical responses that many patients experience on anti-VEGF-A therapies

OPT-302 has comparable ocular biodistribution and PK profile to aflibercept, with low systemic exposure

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16

OPT-302 Intellectual Property

COMPOSITION OF MATTER
TERM
Covering OPT-302 molecule
• Granted patents in the USA, Japan, Russia, Australia, South Africa and Singapore
• Patents accepted for grant in Europe, Malaysia and Mexico
• Applications pending in a further 10 jurisdictions including China, Brazil and India
2034
Covering sVEGFR-3 molecules(incl. OPT-302)
• Granted patents in Europe, Japan, Canada, and Australia
• Granted patent in the USA
2022
2026
• Separate US patent granted covering generic use of sVEGFR-3 capable of binding VEGF-C to inhibit blood vessels in
mammal having disease characterised by expression of VEGFR-3 in blood vessels
2023
PATENT TERM EXTENSION / DATA EXCLUSIVITY
Patent Term Extension
Up to 5 years additional patent term is available under patent term extension rules in most
(PTE)
jurisdictions including the USA, Europe and Japan
Data Exclusivity (DE) and
Once approved, OPT-302 expects to be entitled to DE, and potentially also ME, in many jurisdictions:
Market Exclusivity (ME)
USA
12 years DE for biologics
Europe
10 years made up of 8 years DE + 2 years ME
Japan
Up to 8 years_de facto_DE
Canada
Up to 8 years incl. up to 6 years DE + 2 years ME
Summary covering sVEGFR-3 for Eye Disease
COMPOSITION OF MATTER
TERM
Covering OPT-302 molecule
• Granted patents in the USA, Japan, Russia, Australia, South Africa and Singapore
• Patents accepted for grant in Europe, Malaysia and Mexico
• Applications pending in a further 10 jurisdictions including China, Brazil and India
2034
Covering sVEGFR-3 molecules(incl. OPT-302)
• Granted patents in Europe, Japan, Canada, and Australia
• Granted patent in the USA
2022
2026
• Separate US patent granted covering generic use of sVEGFR-3 capable of binding VEGF-C to inhibit blood vessels in
mammal having disease characterised by expression of VEGFR-3 in blood vessels
2023
PATENT TERM EXTENSION / DATA EXCLUSIVITY
Patent Term Extension
Up to 5 years additional patent term is available under patent term extension rules in most
(PTE)
jurisdictions including the USA, Europe and Japan
Data Exclusivity (DE) and
Once approved, OPT-302 expects to be entitled to DE, and potentially also ME, in many jurisdictions:
Market Exclusivity (ME)
USA
12 years DE for biologics
Europe
10 years made up of 8 years DE + 2 years ME
Japan
Up to 8 years_de facto_DE
Canada
Up to 8 years incl. up to 6 years DE + 2 years ME
Summary covering sVEGFR-3 for Eye Disease
COMPOSITION OF MATTER TERM
Covering OPT-302 molecule
• Granted patents in the USA, Japan, Russia, Australia, South Africa and Singapore
• Patents accepted for grant in Europe, Malaysia and Mexico
• Applications pending in a further 10 jurisdictions including China, Brazil and India
2034*
Covering sVEGFR-3 molecules(incl. OPT-302)
• Granted patents in Europe, Japan, Canada, and Australia
• Granted patent in the USA
2022
2026
• Separate US patent granted covering generic use of sVEGFR-3 capable of binding VEGF-C to inhibit blood vessels in
mammal having disease characterised by expression of VEGFR-3 in blood vessels
2023
PATENT TERM EXTENSION / DATA EXCLUSIVITY
*Patent Term Extension
Up to 5 years additional patent term is available under patent term extension rules in most
(PTE)
jurisdictions including the USA, Europe and Japan
Data Exclusivity (DE) and
Once approved, OPT-302 expects to be entitled to DE, and potentially also ME, in many jurisdictions:
Market Exclusivity (ME)
USA
12 years DE for biologics
Europe
10 years made up of 8 years DE + 2 years ME
Japan
Up to 8 years_de facto_DE
Canada
Up to 8 years incl. up to 6 years DE + 2 years ME

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17

A dose-ranging study of intravitreal OPT-302 in combination with ranibizumab, compared with ranibizumab alone, in participants with wet AMD

18

Study Outcomes - OPT-302 Phase 2b wet AMD Trial

Phase 2b trial met primary endpoint

  • OPT-302 (2.0mg) combination therapy demonstrated superiority in visual acuity over ranibizumab + sham

  • Vision gain of +3.4 letters

  • Statistically significant (p=0.0107)

  • Ranibizumab control arm performed exceptionally well

Secondary outcomes were supportive of the primary endpoint

  • Vision

  • More patients gained ≥ 15 letters of vision

  • Fewer patients lost ≥ 15 letters of vision

  • Retinal anatomical improvements

  • Reductions in central subfield thickness (CST), sub-retinal and intra-retinal fluid

  • Greater decreases in total lesion area and choroidal neovascularisation (CNV) Area

Exploratory and pre-specified subgroup analyses

  • Suggest greater activity of OPT-302 in lesion-types considered more difficult to treat with anti-VEGF-A therapy and highest unmet need

  • Promising evidence of activity in polypoidal AMD (PCV) and minimally classic/occult lesions that are less responsive to VEGF-A inhibitors

Favorable safety profile

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19

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Study Overview
Treatment naïve patients
with Wet AMD
Screening Key Inclusion Criteria • Active CNV > 50% lesion, classic / Key Exclusion Criteria • Subfoveal fibrosis or >25% of total lesion
minimally classic / occult • Haemorrhage >50% total lesion
• BCVA ≥ 25 and ≤ 60 letters • Other clinically significant ocular disease
Randomised (n=366)
Allocation
ITT Population sham + OPT-302 0.5 mg + OPT-302 2.0 mg +
0.5 mg ranibizumab IVT 0.5 mg ranibizumab IVT 0.5 mg ranibizumab IVT
Q4W x 6 Q4W x 6 Q4W x 6
n=121 n=122 n=123
Follow-up
Completed Study Completed Study Completed Study
n=116 (95.9%) n=112 (91.8%) n=120 (97.6%)
Analysed Analysed Analysed
Analysis n=119 n=122 n=121
mITT Population
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CNV – choroidal neovascularisation; IVT – intravitreal; Q4W – once every 4 weeks

ITT – Intent to Treat Population, all participants who were randomised into the study irrespective of whether study medication was administered or not Safety Population - all participants in the ITT but excluding those who did not receive at least one dose of study medication mITT – Modified ITT Population, all participants in the Safety Population but excludes any participant without a Baseline VA score and/or any participant who did not return for at least one post-baseline visit

20

Study Demographics and Baseline Characteristics

Demographic / Baseline Disease Characteristic Demographic / Baseline Disease Characteristic Sham +
ranibizumab
N=121
0.5 mg OPT-302 +
ranibizumab
N=122
2.0 mg OPT-302 +
ranibizumab
N=123
Mean Age –years ± SD 76.1 ± 9.48 78.8 ± 8.16 77.8 ± 8.82
Sex – n (%) Male 48 (39.7%) 49 (40.2%) 45 (36.6%)
Female 73 (60.3%) 73 (59.8%) 78 (63.4%)
Caucasian Race – n(%) 117 (99.2%) 119 (99.2%) 117 (97.5%)
Mean Visual Acuity (BCVA) – letters ± SD 50.7 ± 10.21 51.1 ± 8.96 49.5 ± 10.26
Mean Total Lesion Area - mm2 ± SD 6.08 ± 3.21 6.48 ± 3.30 6.62 ± 3.39
Lesion Type Predominantlyclassic – n(%) 15 (12.4%) 15 (12.3%) 16 (13.0%)
Minimally classic – n (%) 53 (43.8%) 51 (41.8%) 53 (43.1%)
Occult - n (%) 53 (43.8%) 56 (45.9%) 54 (43.9%)
PCV detected1 – n (%) 20 (16.5%) 24 (19.7%) 22 (17.9%)
RAP detected2 – n (%) 15 (12.7%) 22 (18.5%) 14 (11.8%)
Mean central subfield thickness(CST)- um ±SD 412.10 ± 110.62 425.18 ± 120.45 414.12 ± 123.25
Sub-retinal fluid (SRF) present – % participants 89.3% 84.4% 87.8%
Intra-retinal cysts present – % participants 57.9% 63.9% 56.1%

Intent-to-Treat (ITT) population; SD: standard deviation; BCVA: Best Corrected Visual Acuity 21 1 PCV - polypoidal choroidal vasculopathy, detected by SD-OCT, FA and fundus photography

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2 RAP - retinal angiomatous proliferation, detected by SD-OCT, FA and fundus photography

Primary Analysis – Mean Change in BCVA Baseline to Week 24 Primary endpoint achieved

OPT-302 (2.0 mg) Combination Therapy Demonstrated Superiority in Visual Acuity over Ranibizumab

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----- Start of picture text -----

20 Δ = +3.4 (p=0.0107) 20
15 15
14.22
10 10.84 10
9.44
5 5
0 0
0 4 8 12 16 20 24
Weeks
Sham + 0.5 mg ranibizumab 0.5 mg OPT-302 + 0.5 mg ranibizumab 2.0 mg OPT-302 + 0.5 mg ranibizumab
(n=119) (n=122) (n=121)
(letters) (letters)
Mean change in BCVA (SEM) Mean change in BCVA (SEM)
----- End of picture text -----

mITT; BCVA – best corrected visual acuity Left: Difference in Least Square Means, using Model for Repeated Measures (MRM) analysis. Right: Graph represents “as observed” data and SEM

22

Vision Gain and Vision Loss - Baseline to Week 24 More patients gain, and fewer patients lose, ≥15, ≥10 and ≥5 letters of vision in OPT-302 combination group

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----- Start of picture text -----

100 100 100
80 80 80 85.0
75.9
70.0
60 60 60
57.8
40 45.0 40 40
40.5
20 20 20
0 0 0
% Gaining ³ 15 Letters % Gaining ³ 10 Letters % Gaining ³ 5 Letters
8 8 8
6.9
6 6 6
6.0
4 4 4 4.2
3.4
2 2 2
0.8 0.8
0 0 0
% Losing ³ 15 Letters % Losing ³ 10 Letters % Losing ³ 5 Letters
Sham + 0.5 mg ranibizumab 2.0 mg OPT-302 + 0.5 mg ranibizumab
Modified Intent-to-Treat (mITT) population; as observed (n=116) (n=120)
% Participants % Participants % Participants
% Participants % Participants % Participants
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23

Central Subfield Thickness

Reduction in CST in OPT-302 combination group compared to sham + ranibizumab

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----- Start of picture text -----

Mean Change in CST – Mean CST at Week 24
Baseline to Week 24
300
-100
277.84
265.57
250
-120
-133.80 200
-140
-146.70
150
-160
100
Sham + 0.5 mg ranibizumab 2.0 mg OPT-302 + 0.5 mg ranibizumab
(n=116) (n=119)
m)
µ m)
( µ
(
Mean CST (SEM)
Mean change in CST (SEM)
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Modified Intent-to-Treat (mITT) population; as observed; CST – central subfield thickness

24

Sub-retinal Fluid and Intra-retinal Cysts at Week 24

Fewer participants with retinal fluid present in OPT-302 combination group compared to sham + ranibizumab

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----- Start of picture text -----

% Participants % Participants with
with SRF present IR Cysts present
30 30
29.3
25 25
21.6
20 20
18.5
16.8
15 15
10 10
5 5
0 0
Sham + 0.5 mg ranibizumab 2.0 mg OPT-302 + 0.5 mg ranibizumab
(n=116) (n=119)
% Participants % Participants
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Modified Intent-to-Treat (mITT) population; as observed; SRF – sub-retinal fluid; IR – intra-retinal

25

Total Lesion Area and CNV Area – Baseline to Week 24

Greater reduction in Total Lesion and CNV Area in OPT-302 combination group compared to sham + ranibizumab

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----- Start of picture text -----

Mean Change in Mean Change in
Total Lesion Area CNV Area
0
0
-2
-2
-3.1
-3.6
-4
-4
-4.3
-5.0
p=0.0137
p=0.0055
-6
-6
Sham + 0.5 mg ranibizumab 2.0 mg OPT-302 + 0.5 mg ranibizumab
(n=109) (n=112)
)
) 2
2 (mm
(mm
Mean change in CNV Area (SEM)
Mean change in Total Lesion Area (SEM)
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Modified Intent-to-Treat (mITT) population; as observed; CNV – choroidal neovascularisation; Difference in Least Square Means

26

Mean Change in BCVA Over Time by Lesion Type Small number of predominantly classic patients

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----- Start of picture text -----

Predominantly Classic Minimally Classic Occult
20
20 20
15
15 15
10
10 10
5
5 5
0
0 0
0 4 8 12 16 20 24
0 4 8 12 16 20 24 0 4 8 12 16 20 24
Weeks
Weeks Weeks
Sham + 0.5 mg ranibizumab (n = 15) Sham + 0.5 mg ranibizumab (n = 53) Sham + 0.5 mg ranibizumab (n = 51)
2.0 mg OPT-302 + 0.5 mg ranibizumab (n = 15) 2.0 mg OPT-302 + 0.5 mg ranibizumab (n = 53) 2.0 mg OPT-302 + 0.5 mg ranibizumab (n = 53)
(letters)
(letters) (letters)
Mean change in BCVA (SEM)
Mean change in BCVA (SEM) Mean change in BCVA (SEM)
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27

mITT; as observed

Mean Change in BCVA at Week 24 by Lesion Type Greater vision gains at Week 24 in OPT-302 2.0 mg group in minimally classic and occult lesions

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----- Start of picture text -----

Minimally Classic Occult
20 20
Δ = 6.0
(p = 0.0008)
Δ = 2.7
16.2
15 15
13.7
11.1
10 10
10.2
5 5
53 53 51 53
0 0
Sham + 0.5 mg ranibizumab 2.0 mg OPT-302 + 0.5 mg ranibizumab
(letters) (letters)
Mean change in BCVA (SEM) Mean change in BCVA (SEM)
----- End of picture text -----*

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mITT; Least square means determined using Model for Repeated Measures (MRM) analysis (adjusted for baseline vision and lesion type (randomisation) as covariates).

28

2-Line and 3-Line Vision Gain at Week 24 by Lesion Type

20% increase in 3-line gainers in participants with occult lesions treated with OPT-302 combination therapy

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----- Start of picture text -----

Minimally Classic Occult Minimally Classic Occult
80 80 60 60
76.9
55.8
66.0
60 60
58.0
55.8 40 42.3 40
39.6
34.0
40 40
20 20
20 20
29 35 29 40 22 21 17 29
0 0 0 0
% Gaining ≥ 10 letters % Gaining ≥ 10 letters % Gaining ≥ 15 letters % Gaining ≥ 15 letters
Sham + 0.5 mg ranibizumab 2.0 mg OPT-302 + 0.5 mg ranibizumab
% Participants % Participants % Participants % Participants
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mITT; as observed. 5 letters on ETDRS eye chart = 1 line

29

2-Line and 3-Line Vision Loss at Week 24 by Lesion Type Fewer patients with minimally classic and occult lesions lose ≥10 and ≥15 letters following OPT-302 combination therapy

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----- Start of picture text -----

Minimally Classic Occult Minimally Classic Occult
10 10
6 6
9.6
5.8
8 8
4 4
6 6
4 4
4.0
2 2
1.9 2.0
2 2
1.9
5 1 2 3 1 1
0 0 0 0
% Losing ≥ 10 letters % Losing ≥ 10 letters % Losing ≥ 15 letters % Losing ≥ 15 letters
Sham + 0.5 mg ranibizumab 2.0 mg OPT-302 + 0.5 mg ranibizumab
% Participants % Participants
% Participants % Participants
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30

mITT; as observed. 5 letters on ETDRS eye chart = 1 line

Central Subfield Thickness by Lesion Type Reduction in CST in participants with occult lesions treated with OPT-302 combination compared to sham + ranibizumab

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----- Start of picture text -----

Minimally Classic Occult
-80 -80
-100 -100 -103.5
-120 -120
-134.6
-140 -140
-154.9
-160 -163.6 -160
-180 -180
Sham + 0.5 mg ranibizumab (n = 52) Sham + 0.5 mg ranibizumab (n = 50)
2.0 mg OPT-302 + 0.5 mg ranibizumab (n = 52) 2.0 mg OPT-302 + 0.5 mg ranibizumab (n = 52)
m) m)
µ µ
( (
Mean change in CST (SEM) Mean change in CST (SEM)
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Modified Intent-to-Treat (mITT) population; as observed; CST – central subfield thickness

31

Sub-Retinal Fluid and Intra-Retinal at Week 24 by Lesion Type Fewer participants with minimally classic and occult lesions have retinal fluid at week 24 following OPT-302 combination therapy

% Patients with Sub-Retinal Fluid Present

% Patients with Intra-Retinal Fluid Present

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----- Start of picture text -----

Minimally Classic Occult Minimally Classic Occult
30 30 25 25
30.0
22.6
20 20.8 20
19.6
23.1
20 21.2 20
15 15
17.3
10 10
10 10
7.5
5 5
12 11 15 9 12 11 10 4
0 0 0 0
% Participants % Participants % Participants % Participants
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Sham + 0.5 mg ranibizumab 2.0 mg OPT-302 + 0.5 mg ranibizumab

mITT; as observed

32

Total Lesion Area at Week 24 in Minimally Classic and Occult Lesions Greater reductions in Total Lesion Area following OPT-302 combination therapy

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----- Start of picture text -----

Minimally Classic Occult
0 0
-2 -2
-3.3
-3.9
-4 -4
-4.4
-4.9
-6 -6
Sham + 0.5 mg ranibizumab (n = 49) Sham + 0.5 mg ranibizumab (n = 47)
2.0 mg OPT-302 + 0.5 mg ranibizumab (n = 49) 2.0 mg OPT-302 + 0.5 mg ranibizumab (n = 49)
mITT; as observed
) )
2 2
(mm (mm
Mean change in Total Lesion Area (SEM) Mean change in Total Lesion Area (SEM)
----- End of picture text -----

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33

CNV Area at Week 24 in Minimally Classic and Occult Lesions Greater reductions in CNV Area following OPT-302 combination therapy

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----- Start of picture text -----

Minimally Classic Occult
0 0
-2 -2
-3.4
-4 -4
-4.4
-4.6
(p = 0.0555)
-5.6
-6 -6
Sham + 0.5 mg ranibizumab (n = 49) Sham + 0.5 mg ranibizumab (n = 47)
2.0 mg OPT-302 + 0.5 mg ranibizumab (n = 49) 2.0 mg OPT-302 + 0.5 mg ranibizumab (n = 49)
) )
2 2
(mm (mm
Mean change in CNV Area (SEM) Mean change in CNV Area (SEM)
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mITT; as observed; p based on difference in least square means determined using Model for Repeated Measures (MRM) analysis (adjusted for baseline vision and lesion type (randomisation) as covariates).

34

Lesion classification at Baseline and at Week 24

Lesions shift to an occult, quiescent biology or no CNV following treatment

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----- Start of picture text -----

Lesion Classification Lesion Classification
at Baseline at Week 24
50 50
45 44 44 45
40 43 40
41
35
30 30
31
20 20
17
14
10 13 12 10
0 0
Predominently Predominantly Minimally Occult Predominently Predominantly Minimally Occult Quiescent No CNV
ClassicClassic Classic ClassicClassic Classic
Sham + 0.5 mg ranibizumab 2.0 mg OPT-302 + 0.5 mg ranibizumab
(n=119) (n=121)
% Participants % Participants
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35 mITT; as observed

Retinal Angiomatous Proliferation (RAP) Lesions Mean change in BCVA to Week 24 in participants without RAP at baseline

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----- Start of picture text -----

20
Δ = 4.4
p = 0.0025
15
15.0
10 10.6
5
102 103
0
Sham + 0.5 mg ranibizumab 2.0 mg OPT-302 + 0.5 mg ranibizumab
(letters)
Mean change in BCVA (SEM)
----- End of picture text -----*

mITT; RAP – retinal angiomatous proliferation;

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Least square means (LSM) determined using Model for Repeated Measures (MRM) analysis (adjusted for baseline vision and lesion type as used in the randomisation as covariates).

36

Mean Change in BCVA Over Time by Lesion Type, RAP Absent

In RAP absent participants, +4.7 letter gain in minimally classic and +6.5 letter gain in occult participants treated with OPT-302 combination therapy compared to sham + ranibizumab

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----- Start of picture text -----

Minimally Classic Occult
20 20
+16.8
15 +14.9 15
Δ = 6.5
Δ = 4.7 p = 0.0005
p = 0.0415
+10.2
10 +10.0 10
5 5
0 0
0 4 8 12 16 20 24 0 4 8 12 16 20 24
Weeks Weeks
Sham + 0.5 mg ranibizumab (n = 40) Sham + 0.5 mg ranibizumab (n = 47)
2.0 mg OPT-302 + 0.5 mg ranibizumab (n = 39) 2.0 mg OPT-302 + 0.5 mg ranibizumab (n = 49)
(letters) (letters)
Mean change in BCVA (SEM) Mean change in BCVA (SEM)
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mITT, as observed, Δ based on least square means determined using Model for Repeated Measures (MRM) analysis (adjusted for baseline vision and lesion type (randomisation) as covariates).

37

Mean Change in BCVA at Week 24 by Lesion Type, RAP Absent

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----- Start of picture text -----

Minimally Classic Occult
20 20 Δ = 6.5
Δ = 4.7 p = 0.0005
p = 0.0415
16.7
15 15.4 15
10 10.7 10
10.1
5 5
40 39 47 49
0 0
Sham + 0.5 mg ranibizumab 2.0 mg OPT-302 + 0.5 mg ranibizumab
(letters) (letters)
Mean change in BCVA (SEM) Mean change in BCVA (SEM)
----- End of picture text -----

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mITT; Least square means (LSM) determined using Model for Repeated Measures (MRM) analysis (adjusted for baseline vision and lesion type as used in the randomisation as covariates).

38

Safety – Adverse Events (AEs)

N Participants (%) Sham +
ranibizumab
N=121
0.5 mg OPT-302 +
ranibizumab
N=120
2.0 mg OPT-302 +
ranibizumab
N=124
Treatment emergent AEs 84 (69.4%) 87 (72.5%) 93 (75.0%)
Ocular AEs - Study Eye – related to study product(s)1 17 (14.0%) 17 (14.2%) 19 (15.3%)
Ocular AEs - Study Eye – Severe2 1 (0.8%) 2 (1.7%) 1 (0.8%)
Serious AEs 10 (8.3%) 16 (13.3%) 7 (5.6%)
Ocular SAEs in Study Eye 0 (0.0%) 23 (1.7%) 0 (0.0%)
Intraocular inflammation4 – Study Eye 0 (0.0%) 23 (1.7%) 15 (0.8%)
Participants with AEs leading to study IP discontinuation only 2 (1.7%) 3 (2.5%) 0 (0.0%)
Participants with AEs leading to study discontinuation 16 (0.8%) 0 (0.0%) 0 (0.0%)
Any APTC event 0 (0.0%) 17 (0.8%) 0 (0.0%)
Deaths 28 (1.7%) 0 (0.0%) 0 (0.0%)

Safety population analysed according to medication received

  • 1 Assessed by investigator to be “possibly related”, “probably related” or “definitely related” to administration of study drug(s)

  • 2 Assessed by Investigator to be National Institutes of Health (NIH) Common Terminology Criteria for Adverse Events (CTCAE) grade 3 or above, or, if CTCAE grade is unavailable, an AE assessed as “causing an inability to perform normal daily activities”

  • 3 SAE of endophthalmitis, with AEs of hypopyon and anterior chamber cell (n=1), SAE of vitritis (n=1)

  • 4 AEs considered to be indicative of intraocular inflammation, defined prior to database lock as: Endophthalmitis, iritis, vitritis, iridocyclitis, uveitis, hypopyon, viral iritis, or anterior chamber inflammation 5 Anterior chamber cell (trace 1-4 cells)

  • 6 Squamous cell carcinoma of the lung diagnosed shortly after Baseline visit

  • 7 Non-fatal myocardial infarction

  • 8 Pneumonia (n=1), infective endocarditis (n=1)

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39

Planned: OPT-302 Pivotal Phase 3 Program

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----- Start of picture text -----

Safety Phase
Efficacy Phase
Ranibizumab (0.5 mg) + OPT-302 (2.0 mg) Ranibizumab (0.5 mg) + OPT-302 (2.0 mg)
IVT q4w x 48 weeks IVT q4w or q8w x 48 weeks
Wet AMD
Naïve Pts
Ranibizumab (0.5 mg) + Sham Ranibizumab (0.5 mg) + Sham
IVT q4w x 48 weeks IVT q4w or q8w
x 48 weeks
• Two studies of similar design: Multi-centre, double-masked, randomised (1:1), sham controlled
Week 96
Primary Efficacy Endpoint Week 48 Safety Follow –up
----- End of picture text -----

  • Regulatory quality: 90% power, 5% type I error rate

  • Sample size: approximately 330 patients per arm, 660 per study (1,320 patients across the two studies)

  • Primary Objective: Mean change from Baseline in BCVA (visual acuity) (ETDRS) at Week 48

  • Trial Initiation: 4Q 2020

  • Top-line Data Readout: 1H 2023

  • Full Data Readout: 1H 2023

  • Note: The final design of the phase 3 trials is to be confirmed following receipt of regulatory advice and confirmation of the design of the phase 3 clinical program. * Dosing every 4 or 8 weeks based on clinical signs of disease progression

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40

41

The Majority of DME Patients Sub-Optimally Respond to Current Therapies

  • DRCR Protocol I evaluated response to anti-VEGF-A from baseline to 156 weeks

  • Lucentis and sham injections every 4 weeks to week 12, then as needed

  • At week 12:

  • Ø 40% patients gained < 5 letters (mean -0.3) by week 12 Ø > 60% patients gained < 10 letters of improvement in mean BCVA after 3 injections

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----- Start of picture text -----

Response Category Mean Change BCVA at Wk # and % Eyes in Response
12 in Response Category Category at Wk 12
(Mean Change BCVA BL
to Wk 12)
< 5 Letters - 0.3 Letters 39.7%
(135/340 eyes)
5 – 9 Letters 6.9 Letters 23.2%
(79/340 eyes)
≥ 10 Letters 15.2 Letters 37%
(126/340)
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Am J Ophthalmol. 2016 Dec;172:72-79. Early and Long-Term Responses to Anti-Vascular Endothelial Growth Factor Therapy in Diabetic Macular Edema: Analysis of Protocol I Data. Gonzalez VH, Campbell J, Holekamp NM, Kiss S, Loewenstein A, Augustin AJ, Ma J, Ho AC, Patel V, Whitcup SM, Dugel PU.

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42

Phase 1b/2a Dose Escalation study of OPT-302 + Aflibercept in DME

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----- Start of picture text -----

Phase 1b Dose-Escalation Phase 2a Dose-Expansion
(Complete- data reported) (Randomised 2:1 ratio)
OPT-302 (2.0 mg) OPT-302 (2.0 mg)
+ Aflibercept (2.0 mg) + Aflibercept (2.0 mg)
IVT Q4W x 3, n=3 IVT Q4W x 3, n=~72 pts
Cohort 3
OPT-302 (1.0 mg) N=
Aflibercept (2.0 mg)
+ Aflibercept (2.0 mg)
IVT Q4W x 3, n=~36 pts
IVT Q4W x 3, n=3
Cohort 2
OPT-302 (0.3 mg)
+ Aflibercept (2.0 mg)
IVT Q4W x 3, n=3
ClinTrials Identifier
Cohort 1 NCT 03397264
14 Day DLT window Week 12 to 24
PRN anti-VEGF-A Primary Analysis after all
Follow-up to week 12 subjects complete 12 weeks
----- End of picture text -----

Key Inclusion Criteria

  • Age ≥ 18 years; centre-involving DME

  • CST ≥ 335 µm*

  • BCVA 73 – 24 ETDRS letters (20/40 – 20/320 Snellen)

  • Prior exposure to anti-VEGF-A therapy with sub-optimal therapeutic response

  • ≥ 3 intravitreal injections

  • Last injection ≤ 6 wks prior to study day 1

  • Prior bevacizumab only allowed if switched to IVT aflibercept or ranibizumab prior to study

Key Exclusion Criteria

  • HbA1c ≥ 12%

  • Uncontrolled hypertension ≥ 180 mmHg systolic or ≥ 110 mmHg diastolic

  • Eyes needing PRP within 3 months of screening

  • Concurrent / prior use of intravitreal injections of steroids within 4 months of study start

  • Concurrent / prior use of dexamethasone or fluocinolone implant in study eye

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  • *CST as measured by Spectralis (Heidelberg) at screening, ≥ 320 µm for Cirrus.

43

OPT-302 + aflibercept in DME: Phase 1b Safety Results

Selected Adverse Events:
Ocular or Systemic
OPT-302 (0.3 mg) +
Aflibercept (2.0 mg)
(N=3)
OPT-302 (1 mg) +
Aflibercept (2.0 mg)
(N=3)
OPT-302 (2 mg) +
Aflibercept (2.0 mg)
(N=3)
Total Number of
Subjects
(N= 9)
Intraocular inflammation 0 0 0 0
Endophthalmitis 0 0 0 0
Retinal detachment 0 0 0 0
Vitreous hemorrhage 0 0 0 0
Hypertension 1* 0 0 1*
APTC events#(Non-Fatal Stroke, Myocardial Infarction, Vascular/Cardiac Death)
Combined APTC Events 0 0 0 0
IOP, mmHg: Baseline, week
12; (change from baseline)
13.0; 15.7 (2.7) 17.3; 15.3 (-2.0) 16.7; 17.0 (0.3) 15.7; 16.0 (0.3)

OPT-302 has a favorable safety profile when administered with aflibercept (DME) expanding upon similar results when given as monotherapy or in combination with ranibizumab (wet AMD)

  • #APTC = Antiplatelet Trialists' Collaboration

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*Determined by treating investigator as unrelated to study drug(s)

44

OPT-302 + aflibercept in DME: Gains in Visual Acuity at Week 12

Visual Acuity Dose Response Relationship and Reductions in Retinal Swelling in Phase 1b

Retinal Thickness

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Error Bars: SEM; Mean Baseline CST = 434 µm

45

Patients with Bilateral DME

Gains in Visual Acuity and Reductions in Retinal Thickness in OPT-302 + Aflibercept Treated Eyes

  • 5/9 patients enrolled in the Phase 1b trial had bilateral DME (DME in both eyes)

  • • Study eyes: • Received 3 doses OPT-302 + aflibercept q4w

  • • Fellow eyes: • Received standard-of-care anti-VEGF-A therapy*

Mean Change in BCVA Baseline Mean Change in CST (uM) to Week 12 Baseline to Week 12 Fellow Eye Study Eye Study Eye Fellow Eye

  • *Patients with bilateral disease and persistent DME in the fellow eye receiving anti-VEGF-A (ranibizumab or aflibercept) monotherapy Prior anti-VEGF-A therapy in Fellow Eyes BL to Wk 12: 3x Aflibercept, 3x Ranibizumab, 1x Ranibizumab, 4x Ranibizumab, 3x Aflibercept

  • 46 Mean baseline BCVA, CST: Study Eyes (63 letters, 445 µM); Fellow Eye (73 letters, 389 µM) # Excess foveal thickness was determined by using 300 µm Spectralis scan values and 285 µm Cirrus scan values

Study Eye: 0.3 – 2mg OPT-302 + 2 mg Aflibercept Fellow Eye: Anti-VEGF-A Monotherapy*

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47

Key Risks

This section outlines some of the key risks associated with an investment in Opthea, together with the risks relating to participation in the Placement. Opthea’s business is subject to a number of risk factors both specific to its business and of a general nature which may impact on its future performance and forecasts.

This is not an exhaustive list of the relevant risks and the risks set out below are not presented in order of importance. The risks set out below and other risks not specifically referred to may in the future materially adversely affect the value of Opthea shares and their performance. Accordingly, no assurance or guarantee of future performance or profitability is given by Opthea in respect of Opthea shares.

Before subscribing for Opthea shares, prospective investors should carefully consider and evaluate Opthea and its business and whether Opthea shares are suitable to acquire having regard to their own investment objectives and financial circumstances and taking into consideration the material risk factors, as set out below. The risk factors set out below are not exhaustive, and many of them are outside the control of Opthea and its directors.

In deciding whether to participate in the Placement, you should read this presentation in its entirety and carefully consider the risks outlined in this section. Prospective investors should also consider publicly available information on Opthea, examine the full content of this presentation and consult their financial, tax and other professional advisers before making an investment decision.

Business Risks

Opthea’s future success is dependent on the performance of OPT-302 in clinical trials and whether it proves to be a safe and effective treatment. OPT-302 is an experimental product in clinical development and product commercialisation resulting in potential product sales and revenues is likely to be years away, and there is no guarantee that it will be successful. OPT-302 requires additional research and development, including ongoing clinical evaluation of safety and efficacy in clinical trials and regulatory approval prior to Research and marketing authorisation. Drug development is associated with a high failure rate and until Opthea is able to provide further clinical evidence of OPT-302’s ability to improve development activities outcomes in patients with eye disease, the future success of the product developed remains speculative. Research and development risks include uncertainty of the outcome of results, difficulties or delays in development and general uncertainty around the scientific development of novel pharmaceutical products and any of these risks, if they were to materialize, could impact Opthea’s progress and could have a material adverse effect on Opthea’s future financial performance. Clinical trials are inherently risky, and may prove unsuccessful or non-efficacious, impracticable or costly, which may impact profitability and commercial potential. Difficulties in enrolling patients in clinical trials may cause delays to clinical trial schedules. Failure, or negative or inconclusive results, can occur at many stages in development, and the results of earlier clinical trials are not necessarily predictive of future results. A critical trial may fail to meet its primary or secondary endpoints and as a result inhibit product development, prevent regulatory requirements being met for marketing approval and restrict successful commercialisation. In addition, data obtained from trials is susceptible to Clinical development varying interpretations, and regulators may not interpret the data as favourably as Opthea, which may delay, limit or prevent regulatory approval. OPT-302 may fail to demonstrate a safety profile or sufficient evidence of therapeutic efficacy in future clinical studies to support its ongoing clinical development. In addition, the ability to recruit wet AMD patients into future clinical studies, or secure clinical locations in which to conduct those studies, may not occur at a sufficient rate to maintain program timelines.

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Key Risks – Business Risks (cont’d)

Clinical data

Opthea maintains sensitive clinical data. Opthea may be subject to a cyber security attack or data breaches by employees or external parties with either permitted or unauthorised access. There is therefore a risk that sensitive data may be exposed to the public or be permanently lost. A cyber security attack or data breach may also have implications for Opthea’s obligations under any relevant data protection or privacy legislation. Failure to comply with such legislation or regulations can result in penalties, negative publicity and damage to its brand and reputation.

Information technology

Opthea relies on effective information technology, software, data centres and communication systems. There is a risk that these systems may be adversely affected by disruption, failure, service outages or data corruption that could occur as a result of computer viruses, “bugs” or “worms”, malware, internal or external misuse by websites, cyber-attacks or other disruptions including natural disasters, power outages or other similar events. Opthea may be significantly impacted by disruption to any of these systems or platforms.

Regulatory approval

Opthea operates within a highly regulated industry, relating to the manufacture, distribution and supply of pharmaceutical products. There is no guarantee that Opthea will obtain or maintain the required approvals, licenses and registrations from all relevant regulatory authorities in all jurisdictions in which it operates. Further clinical trials may be delayed and Opthea may incur further costs if the Food and Drug Administration (FDA) and other regulatory agencies observe deficiencies that require resolution or request additional studies be conducted in addition to those that are currently planned. Furthermore Opthea is exposed to the risk of changes to existing, or the introduction of new, government policies, regulations and legislation in all jurisdictions in which it operates. A failure to obtain or maintain any required approvals, licenses and registrations or any change in regulation may adversely affect Opthea’s ability to commercialise and manufacture its treatments.

Commercial risk

Opthea may, from time to time, consider acquisition, licensing, partnership or other corporate opportunities for Opthea’s development programs. There can be no assurance that any such acquisition, licensing, partnership or corporate opportunities can be concluded on terms that are, or are believed by Opthea to be, commercially acceptable. In the case of licensing and partnership opportunities, even if such terms are agreed there is a risk that the performance of distributors and the delivery of contracted outcomes by collaborators will not occur due to a range of unforeseen factors relating to environment, technology and market conditions.

Future success will also depend on Opthea’s ability to achieve market acceptance and attract and retain customers, which includes convincing potential consumers and partners of the efficacy of Opthea’s products and Opthea’s ability to manufacture a sufficient quantity and quality of products at a satisfactory price.

Competition

The biotechnology and pharmaceutical industries are intensely competitive and subject to rapid and significant technological change, in Australia, the United States and elsewhere, and there are no guarantees about Opthea’s ability to successfully compete. Opthea's products may compete with existing alternative treatments that are already available to customers. In addition, a number of companies, both in Australia and internationally, are pursuing the development of products that target wet AMD and DME. Some of these companies may have, or may develop, technologies superior to Opthea’s own technology. Some competitors of Opthea may have substantially greater financial, technical and human resources than Opthea does, as well as broader product offerings and greater market and brand presence. Opthea’s services, expertise or products may be rendered obsolete or uneconomical or decrease in attractiveness or value by advances or entirely different approaches developed by either Opthea or its competitors.

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Key Risks – Business Risks (cont’d)

Access to capital

The Opthea business model requires ongoing re-investment into clinical trials with no revenues currently contracted. As such, Opthea will continue to rely upon cash, raised through equity or debt, to fund the business as an on-going concern, including in respect of its Phase 3 clinical trials. Any unforeseen events which restrict the ability of Opthea to access capital is likely to affect Opthea’s ability to become profitable in future.

Opthea’s activities will require substantial expenditures. While Opthea expects that the proceeds of the Placement will provide funding for the activities set out in this presentation, proceeds of the Placement will not be sufficient to fully fund all anticipated costs of the Phase 3 clinical trials and meet Opthea’s project development and working capital requirements, general and administrative expenditure and studies relating to future potential projects. If Opthea is unable to issue debt or equity to fund the costs of the Phase 3 clinical trials after the substantial exhaustion of the net proceeds of the Offer, there can be no assurances that Opthea will have sufficient capital resources for that purpose, or other purposes, or that it will be able to obtain additional resources on terms acceptable to Opthea or at all. Any additional equity financing may be dilutive to shareholders and any debt financing, if available, may involve restrictive covenants, which may limit Opthea’s operations and business strategy. Future capital Opthea’s failure to raise capital, if and when needed, could delay or suspend Opthea’s business strategy and could have a material adverse effect on Opthea’s activities. requirements If additional funds are raised by issuing equity, this may result in additional dilution to the Shareholders. The pricing of future security issues will also depend on the results of Opthea's scientific research projects, market factors, demand for securities and the need for capital. If Opthea is unable to secure funding in the short term, there is a risk that Opthea will not be able to continue operating.

The Placement is also not underwritten, therefore if the Placement does not proceed or does not raise sufficient funds to meet Opthea’s future funding requirements, Opthea would need to find alternative financing to meet its future funding requirements. There is no guarantee that alternative funding could be sourced, either at all or on satisfactory terms and conditions.

Securing rights in technology and patents is an integral part of securing potential product value in the outcomes of biotechnology research and development. Competition in retaining and sustaining protection of technology and the complex nature of technologies can lead to patent disputes.

Opthea’s success depends, in part, on its ability to obtain patents, maintain trade secret protection and operate without infringing the proprietary rights of third parties. Because the patent position of biotechnology companies can be highly uncertain and frequently involves complex legal and factual questions, neither the breadth of claims allowed in Intellectual property biotechnology patents nor their enforceability can be predicted. There can be no assurance that any patents which Opthea may own, access or control will afford Opthea commercially significant protection of its technology or its products or have commercial application, or that access to these patents will mean that Opthea will be free to commercialise its drug candidates.

The granting of a patent does not guarantee that the rights of others are not infringed or that competitors will not develop technology or products to avoid Opthea's patented technology. Patenting strategies do not cover all countries which may lead to generic competition arising in those markets.

Scale-up of OPT-302 manufacture to support Phase 3 clinical studies is underway but not complete. As such, there is a risk that scale-up may present technical difficulties. Technical difficulties could include the inability to generate material that meets regulatory specifications for human administration or the product yield from manufacturing Manufacturing batches may be insufficient to conduct the clinical studies as currently planned. Any unforeseen difficulty relating to manufacturing, including disruption to supply, shortages of input materials or changes to arrangements with, or capacity of, any third-party manufacturers, may negatively impact Opthea’s ability to generate profit in the future.

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Key Risks – Business Risks (cont’d)

Joint venture parties,
agents, suppliers,
distributors and
contractors
Opthea is unable to predict the risk of financial failure or default by a participant in any joint venture to which Opthea may become a party or the insolvency or managerial failure
by any of the contractors used by Opthea in any of its activities or the insolvency or other managerial failure by any of the other service providers used by Opthea for any activity.
Opthea may engage with various third parties to assist with different stages of the research and development process, including agents, suppliers, distributors and contractors,
and there is no guarantee that these third parties will comply with their respective contractual obligations. This could adversely impact Opthea’s progress and cause delays in or
impede research or production, or result in cost increases
Opthea is reliant on key personnel it employs or engages. Loss of such personnel may have a material adverse impact on the performance of Opthea. In addition, recruiting
Reliance on
key personnel
qualified personnel is critical to Opthea’s success. This includes attracting and retaining staff with sufficient skills to develop intellectual property. As Opthea’s business grows and
progresses to Phase 3 development, it will require additional key staff for clinical development operations as well as additional key financial and administrative personnel. There
can be no assurance that Opthea will be successful in attracting and retaining qualified personnel. The loss of key personnel or the inability to attract suitably qualified additional
personnel could have a material adverse effect on Opthea’s financial performance.
Insurance and
uninsured risks
Although Opthea maintains insurance to protect against certain risks in such amounts as it considers to be reasonable, its insurance will not cover all the potential risks associated
with its operations and insurance coverage may not continue to be available, commercially acceptable, or may not be adequate to cover any resulting liability. It is not always
possible to obtain insurance against all such risks and Opthea may decide not to insure against certain risks because of high premiums or other reasons.
Serious or unexpected health, safety or efficacy concerns with products may expose Opthea to reputational harm or reduced market acceptance of its products, and may lead to
Product safety
and efficacy
product recalls and/or product liability claims and resulting liability, and increased regulatory reporting. There can be no guarantee that unforeseen adverse events or
manufacturing defects will not occur. Opthea may seek to obtain product liability insurance at the appropriate time in order to seek to minimise its liability to such claims,
however there can be no assurance that adequate insurance coverage will be available at an acceptable cost. Any health, safety or efficacy concerns are likely to lead to reduced
customer demand and impact on the potential future profitability of Opthea.
In the ordinary course of conducting its business, Opthea is exposed to potential litigation and other proceedings, including through claims of breach of agreements, intellectual
property infringement or in relation to employees (through personal injuries, occupational health and safety or otherwise). If such proceedings were brought against Opthea, it
could incur considerable defence costs (even if successful), with the potential for damages and costs awards against Opthea if it were unsuccessful, which could have a significant
Litigation adverse financial impact on Opthea’s business. Changes in laws can heighten litigation risk (for example, antitrust and intellectual property). Circumstances may also arise in which
Opthea, having received legal advice, considers that it is reasonable or necessary to initiate litigation or other proceedings, including for example to protect its intellectual
property rights. There has been substantial litigation and other proceedings in the pharmaceutical industry, including class actions from purchasers and end users of
pharmaceutical products.

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Key Risks – Offer and General Risks

Offer and General Risks

Share price fluctuations

The market price of Opthea shares will fluctuate due to various factors, many of which are non-specific to Opthea and beyond the control of Opthea, including recommendations by brokers and analysts, Australian and international general economic conditions, inflation rates, interest rates, changes in government, fiscal, monetary and regulatory policies, global geo-political events and hostilities and acts of terrorism, and investor perceptions. Fluctuations such as these may adversely affect the market price of Opthea shares. Neither Opthea nor the directors warrant the future performance of Opthea or any return on investment in Opthea.

Shareholders will be diluted by the issue of New Shares under the. In addition, Opthea’s need to raise additional capital in the future in order to meet its operating or financing Dilution risk requirements, including by way of additional borrowings may change over time. Future equity raisings or equity funded acquisitions may dilute the holdings of particular shareholders to the extent that such shareholders do not subscribe for additional equity, or are otherwise not invited to subscribe for additional equity.

Opthea is exposed to economic factors in the ordinary course of business. A number of economic factors / conditions, both Australian and global, affect the performance of financial markets generally, which could affect the price at which Opthea shares trade on ASX. Among other things, adverse changes in macroeconomic conditions, including movements on international and domestic stock markets, interest rates, exchange rates, cost and availability of credit, general consumption and consumer spending, input costs, employment rates and industrial disruptions, inflation and inflationary expectations and overall economic conditions, economic cycles, trade tarrifs and restrictions, investor Economic risks sentiment, political events and levels of economic growth, both domestically and internationally, as well as government taxation, fiscal, monetary, regulatory and other policy changes may affect the demand for, and price of, Opthea shares and adversely impact Opthea’s business, financial position and operating results. Trading prices can be volatile and volatility can be caused by general market risks such as those that have been mentioned. New Shares in Opthea may trade at or below the price at which they commence trading on ASX including as a result of any of the factors that have been mentioned, and factors such as those mentioned may also affect the income, expenses and liquidity of Opthea. Additionally, the stock market can experience price and volume fluctuations that may be unrelated or disproportionate to the operating performance of Opthea.

Future changes in Australian taxation law, including changes in interpretation or application of the law by the courts or taxation authorities in Australia, may affect taxation treatment of an investment in Opthea shares, or the holding and disposal of those shares. Further, changes in tax law, or changes in the way tax law is expected to be interpreted, in the various jurisdictions in which Opthea operates, may impact the future tax liabilities of Opthea.

Opthea projects that it will receive material cash refunds under the Research and Development Tax Incentive scheme (the “Scheme and R&D Tax Credits”) to offset the costs of its clinical programs and other qualifying expenditure, incurred both in Australia and overseas. The assumptions underlying the Company’s projected Scheme and R&D Tax Credits Taxation are based on actual amounts received for the 2019 financial year as a proportion of qualifying expenditure under the scheme. The Commonwealth Government and/or the Australian Taxation Office could change the rules of the regulatory regime with the effect that future amounts paid to Opthea as a proportion of its expenses could be materially lower than assumed in the Company’s projections. Any rule changes made that materially reduce the amount Opthea was able to claim under the scheme would have a material effect on the cash flows of the Company.

Opthea believes that it is not a passive foreign investment company (PFIC) for U.S. federal income tax purposes for its current taxable year and it expects that it will likely not be a PFIC in the foreseeable future, although there can be no assurance in this regard and this determination depends on legal and factual considerations that cannot be predicted.

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52

Key Risks – Offer and General Risks (cont’d)

Accounting standards

Opthea prepares its general purpose financial statements in accordance with Australian International Financial Reporting Standards (AIFRS) and the Corporations Act 2001 (Cth), which may differ significantly from the accounting standards applied by other companies (such as U.S. GAAP). Australian Accounting Standards are subject to amendment from time to time, and any such changes may impact on Opthea's statement of financial position or statement of financial performance.

Forward-looking statements

There can be no guarantee that the assumptions and contingencies on which the forward-looking statements, opinions and estimates are based will ultimately prove to be valid or accurate. The forward-looking statements, opinions and estimates included in this presentation depend on various factors, including known and unknown risks, many of which are outside the control of Opthea. Actual performance of Opthea may materially differ from expected performance.

Dividends

No assurances can be given in relation to the payment of future dividends. Future determinations as to the payment of dividends by Opthea will be at the discretion of Opthea and will depend upon the availability of profits, the operating results and financial conditions of Opthea, future capital requirements, covenants in relevant financing agreements, general business and financial conditions and other factors considered relevant by Opthea. No assurance can be given in relation to the level of tax deferral of future dividends. Tax deferred capacity will depend upon the amount of capital allowances available and other factors.

Changes in applicable law and regulations

Opthea will be subject to changes in laws, regulations and government policy which may affect its operations and/or financial performance. Such changes may impact income or operational expenditure. Opthea is also subject to changes in taxation regimes and Accounting Standards. There can be no assurance that such changes will not have a material adverse effect on Opthea’s business, operational performance or financial results or returns to shareholders. As noted above under “Taxation”, adverse changes to tax law may also reduce Opthea’s capacity to claim research and incentive grants or rebates, thereby increasing expenses and reducing Opthea’s assets.

Higher than expected inflation rates generally, or specific to the biotechnology and pharmaceuticals industry in particular, could be expected to increase operating and Cost inflation development costs and potentially reduce the value of future project developments. While, in some cases, such cost increases might be offset by increased selling prices, there is no assurance that this would be possible or that Opthea will be in its production and supply phase of its business when this occurs.

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53

54

Foreign Selling Restrictions

Foreign selling restrictions

This document does not constitute an offer of New Shares of the Company in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and the New Shares may not be offered or sold, in any country outside Australia except to the extent permitted below.

New Zealand

This document is not a product disclosure statement or any other form of disclosure document under the Financial Markets Conduct Act 2013 (the "FMC Act"). This document has not been registered, filed with or approved by any New Zealand regulatory authority under the FMC Act. The New Shares are not being offered or sold in New Zealand (or allotted with a view to being offered for sale

in New Zealand) other than to a person who:

  • is an investment business within the meaning of clause 37 of Schedule 1 of the FMC Act;

  • meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act;

  • is large within the meaning of clause 39 of Schedule 1 of the FMC Act;

  • is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act; or

  • is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act.

United Kingdom

Neither this document nor any other document relating to the offer has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended ("FSMA")) has been published or is intended to be published in respect of the New Shares. This document is issued on a confidential basis to "qualified investors" (within the meaning of section 86(7) of the FSMA) in the United Kingdom, and the New Shares may not be offered or sold in the United Kingdom by means of this document, any accompanying letter or any other document, except in circumstances which do not require the publication of a prospectus pursuant to section 86(1) of the FSMA. This document should not be distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person in the United Kingdom.

Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received in connection with the issue or sale of the New Shares has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) of the FSMA does not apply to the Company.

In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 ("FPO"), (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together "relevant persons"). The investments to which this document relates are available only to, and any offer or agreement to purchase will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

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55

Foreign Selling Restrictions (cont’d)

United States

This document may not be distributed or released in the United States. This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or in any other jurisdiction in which such an offer would be illegal or impermissible. The New Shares have not been, and will not be, registered under the U.S. 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 unless they have been registered under the U.S. Securities Act (which Opthea has no obligation or intention to do or procure) or are offered and sold in a transaction exempt from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and other applicable securities laws. Accordingly, the New Shares may only be offered and sold in the Placement outside the United States in “offshore transactions” (as defined in Rule 902(h) under Regulation S of the U.S. Securities Act (“Regulation S”)) in reliance on Regulation S.

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Megan Baldwin CEO and Managing Director