Opthea Ltd — Director's Dealing 2017

May 8, 2017

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity Opthea Limited ABN 32 006 340 567

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Geoffrey Kempler
Date of last notice	7 April 2016

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Indirect
Nature of indirect interest(including registered holder)Note: Provide details of the circumstances giving rise to the relevantinterest.	Sadarajak Pty Ltd and Baywick Pty Ltd:GeoffreyKemplerisasubstantialshareholder.
Date of change	3 May 2017
No. of securities held prior to change	571,429 fully paid ordinary shares.285,714 listed options, exercise price $0.27,expiry 25 November 2018.2,o00,000 (two million) unquoted optionsto purchase ordinary shares at an exercisepriceof$0.48,exerciseperiodcommencing on 30 June 2016, ending on 7March 2021 subject to vesting conditions.
Class	Ordinary shares, fully paid.Listed options.Unquoted options to acquire fully paidordinary shares.

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Number acquired	43,817 ordinary shares fully paid
Number disposed	Nil
Value/ConsiderationNote: If consideration is non-cash, provide details and estimated	$0.93 per share
valuation
No. of securities held after change	615,246 fully paid ordinary shares.
	285,714 listed options, exercise price $0.27,
	expiry 25 November 2018.
	2,o00,000 (two million) unquoted	options
	to purchase ordinary shares at an	exercise
	priceof$0.48,exercise	period
	commencing on 30 June 2016, ending on 7
	March 2021 subject to vesting conditions.
Nature of change	Issue of ordinary shares under a 1 for 14
Example: on-market trade, off-market trade, exercise of options, issueof securities under dividend reinvestment plan, participation in buy-back	pro-rata non-renounceable retailentitlement offer and on-market trade.

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	N/A
Nature of interest	N/A
Name of registered holder	N/A
(if issued securities)
Date of change	N/A
No. and class of securities to which	N/A
interest related prior to change
Note: Details are only required for a contract in
relation to which the interest has changed
Interest acquired	N/A
Interest disposed	N/A

• See chapter 19 for defined terms.

Appendix 3Y Page 2

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Appendix 3Y Change of Director’s Interest Notice

Value/ConsiderationNote: If consideration is non-cash, provide detailsand an estimated valuation	N/A
Interest after change	N/A

Part 3 –[+] Closed period

art 3 –+Closed period
Were the interests in the securities or contracts detailed abovetraded during a+closed period where prior written clearancewas required?	N/A
If so, was prior written clearance provided to allow the trade toproceed during this period?	N/A
If prior written clearance was provided, on what date was thisprovided?	N/A

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3