Opthea Ltd — Capital/Financing Update 2022

Aug 14, 2022

Proposed issue of securities

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Announcement Summary

Entity name

OPTHEA LIMITED

Announcement Type

New announcement

Date of this announcement

15/8/2022

The Proposed issue is:

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An offer of securities under a securities purchase plan

Total number of +securities proposed to be issued for an offer of securities under a securities purchase plan

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
OPT	ORDINARY FULLY PAID	4,347,826

+Record date

12/8/2022

Offer closing date

16/9/2022

+Issue date

23/9/2022

Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

OPTHEA LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type Registration Number ABN 32006340567

1.3 ASX issuer code

OPT

1.4 The announcement is

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New announcement

1.5 Date of this announcement

15/8/2022

1.6 The Proposed issue is:

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An offer of +securities under a +securities purchase plan

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Part 4 - Details of proposed offer under securities purchase plan

Part 4A - Conditions

4A.1 Do any external approvals need to be obtained or other conditions satisfied before the offer of +securities under the +securities purchase plan issue can proceed on an unconditional basis? No

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Part 4B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +security code and description

OPT : ORDINARY FULLY PAID

Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ASX +security code and description

OPT : ORDINARY FULLY PAID

Maximum total number of those +securities that could be issued if all offers under the +securities purchase plan are accepted 4,347,826

Will the offer be conditional on applications for a minimum number of +securities being received or a minimum amount being raised (i.e. a minimum subscription condition)? No

Will the offer be conditional on applications for a maximum number of +securities being received or a maximum amount being raised (i.e. a maximum subscription condition)? No

Will individual security holders be required to accept the offer for a minimum number or value of +securities (i.e. a minimum acceptance condition)? Yes

Is the minimum acceptance unit based or dollar based? Dollar based ($)

Please enter the minimum acceptance value

$ 1,000

Will individual security holders be limited to accepting the offer for a maximum number or value of +securities (i.e. a maximum acceptance condition)? Yes Is the maximum acceptance unit based or dollar based? Dollar based ($)

Please enter the maximum acceptance value

$ 30,000

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----- Start of picture text ----- Describe all the applicable parcels available for this offer in number of securities or dollar valueEligible shareholders must apply for new shares in 1000 increments. Applications must be for aminimum of $1000 and maximum of $30,000 worth of new shares.Offer price detailsHas the offer price been determined?YesIn what currency will the offer What is the offer price perbe made? +security?AUD - Australian Dollar AUD 1.15000Oversubscription & Scale back detailsWill a scale back be applied if the offer is over-subscribed?YesDescribe the scale back arrangementsOPT will have discretion to scale back applications. OPT may (in its absolute discretion) in a situationwhere total demand exceeds $5,000,000, decide to increase the amount to be raised under the sharepurchase plan to reduce or eliminate the need for scale back.Will these +securities rank equally in all respects from their issue date with the existing issued+securities in that class?Yes----- End of picture text -----

Part 4C - Timetable 4C.1 Date of announcement of +security purchase plan 15/8/2022 4C.2 +Record date 12/8/2022 4C.3 Date on which offer documents will be made available to investors 25/8/2022 4C.4 Offer open date 25/8/2022 4C.5 Offer closing date 16/9/2022 4C.7 +Issue date and last day for entity to announce results of +security purchase plan offer 23/9/2022

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Part 4D - Listing Rule requirements

4D.1 Does the offer under the +securities purchase plan meet all of the requirements of listing rule 7.2 exception 5 or do you have a waiver from those requirements? Yes Part 4E - Fees and expenses 4E.1 Will there be a lead manager or broker to the proposed offer? No 4E.2 Is the proposed offer to be underwritten? No 4E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No 4E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer

Part 4F - Further Information 4F.01 The purpose(s) for which the entity intends to use the cash raised by the proposed issue Continue advancing Ph3 clinical trials trough topline data, fund pre-commercialization activities, including commercial scale manufacturing, team build & market shaping, additional working capital post the Ph3 trial topline data readout 4F.1 Will the entity be changing its dividend/distribution policy if the proposed offer is successful? No 4F.2 Countries in which the entity has +security holders who will not be eligible to accept the proposed offer All countries other than Australia and New Zealand ( and such other jurisdictions as maybe indicated in the SPP booklet) 4F.3 URL on the entity's website where investors can download information about the proposed offer https://opthea.com/asx-announcements/

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4F.4 Any other information the entity wishes to provide about the proposed offer

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