Opthea Ltd — Capital/Financing Update 2024

Jun 11, 2024

Appendix 3B - Proposed issue of securities

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Announcement Summary

Entity name OPTHEA LIMITED Announcement Type New announcement Date of this announcement 12/6/2024 The Proposed issue is: An accelerated offer A placement or other type of issue Total number of +securities proposed to be issued for an accelerated offer

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
New class-code to be	Free attaching listed options expiring on 30 June 2026	181,095,255
confirmed OPT	ORDINARY FULLY PAID	543,285,766
Trading resumes on an ex-entitlement basis (ex date)
14/6/2024
+Record date
14/6/2024
Offer closing date for retail +security holders
10/7/2024
Issue date for retail +security holders

17/7/2024

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
New class-code to be	Free attached listed options expiring on 30 June 2026	8,333,333
confirmed
OPT	ORDINARY FULLY PAID	25,000,000

Proposed +issue date

21/6/2024

Refer to next page for full details of the announcement

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Appendix 3B - Proposed issue of securities

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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

ABN

Registration Number

32006340567

1.3 ASX issuer code

OPT

1.4 The announcement is

New announcement

1.5 Date of this announcement

12/6/2024

1.6 The Proposed issue is:

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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Appendix 3B - Proposed issue of securities

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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 do not have +CDIs issued over them)

ISIN Code for the entitlement or right to participate in the offer (if Issuer is foreign company and +securities do not have +CDIs issued over them)

Offer ratio (ratio to existing holdings at which the proposed +securities will be issued) Has the offer ratio been determined? Yes

The quantity of additional +securities For a given quantity of +securities to be issued held 100 122 What will be done with fractional Maximum number of +securities entitlements? proposed to be issued (subject to

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Appendix 3B - Proposed issue of securities

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rounding)

Fractions rounded down to the nearest 543,285,766 whole number or fractions disregarded

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 What is the offer price per +security made? for the retail offer? AUD - Australian Dollar AUD 0.40000

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 What is the offer price per +security made? for the institutional offer? AUD 0.40000

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)?

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? 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, the Opthea may apply for any scale-back in its discretion, which may include having regard to the pro rate 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? Yes

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

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Appendix 3B - Proposed issue of securities

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ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)

ISIN Code for the entitlement or right to participate in the offer (if Issuer is foreign company and +securities do not have +CDIs issued over them)

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 30 June 2026 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 30 June 2026 Yes Yes
New class-code to be confirmed	Free attaching listed options expiring on 30 June 2026

+Security type

Options

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

Offer ratio (ratio of attaching securities at which the new	+securities will be issued)
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	3
What will be done with fractional entitlements?	Maximum number of +securities proposed to be issued
Fractions rounded down to the nearest whole number or	(subject to rounding)
fractions disregarded	181,095,255
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

Offer price details for institutional security holders

Has the offer price for the institutional offer been determined?	Has the offer price for the institutional offer been determined?
Yes
In what currency will the offer be made?	What is the offer price per +security for the institutional
	offer?
AUD - Australian Dollar	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)? 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

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over-subscribed? 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, the Opthea may apply for any scale-back in its discretion, which may include having regard to the pro rate 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 Expiry date AUD 1.0000 30/6/2026 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 181095255 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 6.7 of the prospectus lodged with ASX on 12 June 2024 for terms of Options

Part 3D - Timetable 3D.1a First day of trading halt 12/6/2024 3D.1b Announcement date of accelerated offer 12/6/2024 3D.2 Trading resumes on an ex-entitlement basis (ex date) 14/6/2024 3D.5 Date offer will be made to eligible institutional +security holders 12/6/2024 3D.6 Application closing date for institutional +security holders 13/6/2024

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Appendix 3B - Proposed issue of securities

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3D.8 Announcement of results of institutional offer (The announcement should be made before the resumption of trading following the trading halt) 14/6/2024 3D.9 +Record date 14/6/2024 3D.10a Settlement date of new +securities issued under institutional entitlement offer 21/6/2024 3D.10b +Issue date for institutional +security holders 21/6/2024 3D.10c Normal trading of new +securities issued under institutional entitlement offer 21/6/2024

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

19/6/2024

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

10/7/2024

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

5/7/2024

3D.19 +Issue date for retail +security holders and last day for entity to announce results of retail offer 17/7/2024

Part 3E - Fees and expenses

3E.1 Will there be a lead manager or broker to the proposed offer? 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 2.25% of the total cash proceeds of the entitlement offer 3E.2 Is the proposed offer to be underwritten? Yes 3E.2a Who are the underwriter(s)? MST Financial Services Pty Ltd

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Appendix 3B - Proposed issue of securities

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

A full underwriting of the retail entitlement offer and a partial underwriting of the shortfall of the institutional entitlement offer up to $30million

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% on the total cash proceeds raised from 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 Wednesday, 12 June 2024.

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? 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 manager fees, underwriting fees and sub-underwriting fees noted above, share registry fees, settlement fees and legal fees.

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 the clinical development of sozinibercept for the treatment of wet AMD, to progress the Phase 3 clinical program, chemistry manufacturing and controls activities, biologic filing application preparations and general corporate purposes

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

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, United States, 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 Yes

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

Refer to section 2.18 of the Prospectus lodged with the ASX on June 12, 2024.

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 Placement and Partially Underwritten Entitlement Offer to raise up to A$227.3 million (US$150.0 million)" and Prospectus lodged on June 12, 2024.

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 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 +security include an offer of attaching +securities? Yes

Details of +securities proposed to be issued

ASX +security code and description

OPT : ORDINARY FULLY PAID

Number of +securities proposed to be issued

25,000,000

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 0.40000

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

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

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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 do not have +CDIs issued over them)

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 attached listed options expiring on 30 June 2026 +Security type Options Number of +securities proposed to be issued 8,333,333 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? No Please describe the consideration being provided for the +securities Free attaching listed options expiring on 30 June 2026 Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 0.00000001 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 Expiry date AUD 1.0000 30/6/2026 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 8333333 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

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Part 7C - Timetable

7C.1 Proposed +issue date

21/6/2024

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? 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?

25,000,000 Shares

8,333,333 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 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 2.25% 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 manager fees noted above, share registry fees, settlement fees and legal fees.

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Appendix 3B - Proposed issue of securities

Part 7F - Further Information

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

To continue the clinical development of sozinibercept for the treatment of wet AMD, to progress the Phase 3 clinical program, chemistry manufacturing and controls activities, biologic filing application preparations and 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

Fo further details of the placement please refer to the ASX announcement "Opthea Announces Placement and Partially Underwritten Entitlement Offer to raise up to A$227.3 million (US$150.0 million)", Investor Presentation and Prospectus released to ASX by the Company on Wednesday, June 12, 2024.

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 cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

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