Opthea Ltd — Capital/Financing Update 2023

Aug 27, 2023

Proposed issue of securities

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Update Summary

Entity name OPTHEA LIMITED

Announcement Type

Update to previous announcement

Date of this announcement

28/8/2023

Reason for update to a previous announcement

Increase to placement from 10million to 20 million. 21,739,130 shares to 43,478,261 shares

Refer to next page for full details of the announcement

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Proposed issue of securities

Part 1 - Entity and announcement details

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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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Update/amendment to previous announcement

1.4a Reason for update to a previous announcement

Increase to placement from 10million to 20 million. 21,739,130 shares to 43,478,261 shares

1.4b Date of previous announcement to this update

24/8/2023

1.5 Date of this announcement

28/8/2023

1.6 The Proposed issue is:

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An accelerated offer A placement or other type of issue

1.6b The proposed accelerated offer is

Accelerated non-renounceable entitlement offer (commonly known as a JUMBO or ANREO)

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Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 Do any external approvals need to be obtained or other conditions satisfied before the entitlement offer can proceed on an unconditional basis? No

Part 3B - 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

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this If the entity has quoted company +security include an offer of options, do the terms entitle option attaching +securities? holders to participate on exercise? Yes No

Details of +securities proposed to be issued

ASX +security code and description

OPT : ORDINARY FULLY PAID

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

ISIN Code for the entitlement or right to participate in the offer (if Issuer is foreign company and +securities are non CDIs)

Offer ratio (ratio to existing holdings at which the proposed +securities will be issued)

Has the offer ratio been determined? Yes

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Proposed issue of securities

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The quantity of additional +securities For a given quantity of +securities to be issued held 100 307 What will be done with fractional Maximum number of +securities entitlements? proposed to be issued (subject to rounding) Fractions rounded up to the next 152,169,197 whole number

Offer price details for retail security holders

Has the offer price for the retail offer been determined?

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Yes

In what currency will the offer be What is the offer price per +security made? for the retail offer? AUD - Australian Dollar AUD 0.46000

Offer price details for institutional security holders

Has the offer price for the institutional offer been determined?

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Yes

In what currency will the offer be What is the offer price per +security made? for the institutional offer? AUD 0.46000 AUD - Australian Dollar

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)?

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Yes

Describe the limits on over-subscription

Eligible retail shareholders who take-up all of their entitlement to new shares under the Retail Entitlement Offer may also apply for additional new shares under the top up facility, up to an additional 25% of the shareholder's entitlement.

Will a scale back be applied if the offer is over-subscribed?

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Yes

Describe the scale back arrangements

If the number of additional New Shares for which applications are received under the Top-Up Facility exceeds the number of New Shares available for allocation under the Top-Up Facility, then Opthea may apply for any scale-back in its discretion, which may include having regard to the pro rata Entitlement of Eligible Retail Shareholders who apply for additional New Shares.

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class?

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Yes

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Attaching +Security

Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)? New class

Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

ISIN Code for the entitlement or right to participate in the offer (if Issuer is foreign company and +securities are non CDIs)

Have you received confirmation from ASX that the terms of the proposed +securities are appropriate and equitable under listing rule 6.1? Will the entity be seeking quotation of the 'new' class of +securities on ASX? ASX +security code New class-code to be confirmed +Security description Free attaching listed options expiring on 31 August 2025. Yes Yes	Have you received confirmation from ASX that the terms of the proposed +securities are appropriate and equitable under listing rule 6.1? Will the entity be seeking quotation of the 'new' class of +securities on ASX? ASX +security code New class-code to be confirmed +Security description Free attaching listed options expiring on 31 August 2025. Yes Yes
New class-code to be confirmed	Free attaching listed options expiring on 31 August 2025.

+Security type

Options

Offer ratio (ratio of attaching securities at which the new +securities will be issued)

Has the offer ratio been determined?

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Yes

Has the offer ratio been determined? Yes
The quantity of attaching +securities to be issued	For a given quantity of the new +securities issued
1	2
What will be done with fractional entitlements?	Maximum number of +securities proposed to be issued
Fractions rounded up to the next whole number	(subject to rounding)
	76,084,598

Offer price details for retail security holders

Has the offer price for the retail offer been determined? Yes

In what currency will the offer be made? What is the offer price per +security for the retail offer? AUD 0.00000

AUD - Australian Dollar

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Offer price details for institutional security holders

Has the offer price for the institutional offer been determined? Yes

In what currency will the offer be made?

AUD - Australian Dollar

What is the offer price per +security for the institutional offer?

AUD 0.00000

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)?

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Yes

Describe the limits on over-subscription

Eligible retail shareholders who take-up all of their entitlement to new shares under the Retail Entitlement Offer may also apply for additional new shares under the top up facility, up to an additional 25% of the shareholder's entitlement.

Will a scale back be applied if the offer is over-subscribed?

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Yes

Describe the scale back arrangements

If the number of additional New Shares for which applications are received under the Top-Up Facility exceeds the number of New Shares available for allocation under the Top-Up Facility, then Opthea may apply for any scale-back in its discretion, which may include having regard to the pro rata Entitlement of Eligible Retail Shareholders who apply for additional New Shares.

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Options details

+Security currency

AUD - Australian Dollar

Exercise price AUD 0.8000

Expiry date

31/8/2025

Details of the type of +security that will be issued if the option is exercised

OPT : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised

76,084,598

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

See section 6.6 of the prospectus lodged with ASX on 24 August 2023 for terms of Options

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Part 3D - Timetable

3D.1a First day of trading halt

24/8/2023

3D.1b Announcement date of accelerated offer

24/8/2023

3D.2 Trading resumes on an ex-entitlement basis (ex date)

28/8/2023

3D.5 Date offer will be made to eligible institutional +security holders

24/8/2023

3D.6 Application closing date for institutional +security holders

25/8/2023

3D.8 Announcement of results of institutional offer

(The announcement should be made before the resumption of trading following the trading halt) 28/8/2023

3D.9 +Record date

28/8/2023

3D.10a Settlement date of new +securities issued under institutional entitlement offer

1/9/2023

3D.10b +Issue date for institutional +security holders

4/9/2023

3D.10c Normal trading of new +securities issued under institutional entitlement offer

4/9/2023

3D.11 Date on which offer documents will be sent to retail +security holders entitled to participate in the +pro rata issue

31/8/2023

3D.12 Offer closing date for retail +security holders

14/9/2023

3D.13 Last day to extend retail offer close date

11/9/2023

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3D.19 +Issue date for retail +security holders and last day for entity to announce results of retail offer

21/9/2023

Part 3E - Fees and expenses

3E.1 Will there be a lead manager or broker to the proposed offer?

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Yes

3E.1a Who is the lead manager/broker?

MST Financial Services Pty Ltd

3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

In respect of the entitlement offer, MST Financial will be paid a management fee of 3% of the Institutional offer amount and an underwriting fee of 3.5% of the Institutional offer amount.

On the retail settlement, MST Financial Services Pty Ltd will be paid a management fee of 3% of the Retail Offer amount and an underwriting fee of 3.5% of the Retail Offer amount.

3E.2 Is the proposed offer to be underwritten?

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Yes

3E.2a Who are the underwriter(s)?

MST Financial Services Pty Ltd

3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)?

The entitlement offer is fully underwritten.

3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)?

MST will be paid an underwriting fee of 3.5% on the amount raised under the entitlement offer.

3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated

Please refer to the summary of the Underwriting Agreement section of the investor presentation and prospectus announced to ASX on Thursday, 24 August 2023.

3E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? No

3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission?

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No

3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer

Fees and costs incurred by OPT in connection with the entitlement offer include the lead managers fees, underwriting fees and sub-underwriting fees noted above, share registry fees, settlement fees and legal fees.

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Part 3F - Further Information

3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

To continue advancing the clinical development of OPT-302 for the treatment of wet AMD, including to progress the Phase 3 clinical program and for general corporate purposes.

3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue?

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No

3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No

3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue

All countries other than Australia, New Zealand and certain institutional shareholders in the European Union, United Kingdom, Israel, Singapore, South Africa and Hong Kong.

3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities

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Yes

3F.5a Please provide further details of the offer to eligible beneficiaries

Refer to section 2.13 of the Prospectus lodged with the ASX on August 24, 2023

3F.6 URL on the entity's website where investors can download information about the proposed issue

• https://ir.opthea.com/asx filings

3F.7 Any other information the entity wishes to provide about the proposed issue

Refer to ASX announcement."Opthea announces A$80m capital raise" and Prospectus lodged with the ASX on August 24, 2023

3F.8 Will the offer of rights under the rights issue be made under a disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? Yes

3F.9 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a +disclosure document or +PDS for the +securities proposed to be issued

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? No

Part 7B - Issue details

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional Yes securities in a class that is already quoted or recorded by ASX)? Existing class

Details of +securities proposed to be issued

ASX +security code and description OPT : ORDINARY FULLY PAID Number of +securities proposed to be issued 43,478,261 Reason for the update of 'Number of +securities proposed to be issued'

Increase in placement from A$10 million to A$20 million each option is a free issuance option as per previous 3B

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.46000

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

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Attaching +Security

Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)? New class

Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? equitable under listing rule 6.1? Yes Yes ASX +security code +Security description New class-code to be confirmed Free attaching listed options expiring on 31 August 2025

+Security type

Options

Number of +securities proposed to be issued

21,739,130

Reason for the update of 'Number of +securities proposed to be issued'

Increase of placement from 10 million to 20 million increase in options from 10869565 to 21739130

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes

In what currency is the cash consideration being paid? What is the issue price per +security? AUD - Australian Dollar AUD 0.46000

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

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Options details

+Security currency

AUD - Australian Dollar

Exercise price Expiry date AUD 0.8000 31/8/2025

Details of the type of +security that will be issued if the option is exercised

OPT : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised

10869565

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

• https://ir.opthea.com/asx filings

Part 7C - Timetable

7C.1 Proposed +issue date

4/9/2023

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1?

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Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

21,739,130 Shares 10,869,565 Options

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

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7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? Yes

7E.1a Who is the lead manager/broker?

The lead manager to the placement is MST Financial Services Pty Ltd (MST)

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

In respect of the placement, MST financial services will be paid a management fee of 3% of the placement amount and a selling fee of 3% of the placement amount.

7E.2 Is the proposed issue to be underwritten? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

Fees and costs incurred by OPT in connection with the placement include lead managers fees noted above, share registry fees, setttlement fees and legal fees.

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

To continue advancing the clinical development of OPT-302 for the treatment of wet AMD, including to progress the Phase 3 clinical program and for general corporate purposes.

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

For further details of the placement please refer to the ASX announcement released to ASX by the Company on Thursday 24 August 2023.

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a +disclosure document or +PDS for the +securities proposed to be issued

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