Opthea Ltd — Director's Dealing 2017

Apr 26, 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	Michael Sistenich
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.	ABN AMRO Clearing Sydney Nominees**Pty Ltd <Custodian A/C>:**MichaelSistenich is closely related to thebeneficiaryof the account.
Date of change	24 April 2017
No. of securities held prior to change	320,000 fully paid ordinary shares.1,o00,000 (one million) unquoted optionsto purchase ordinary shares at an exerciseprice of $0.48, exercise periodcommencing on 30 June 2016, ending on 7March 2021 subject to vesting conditions.
Class	Ordinary
Number acquired	200,178 fully paid ordinary shares.
Number disposed	Nil
Value/ConsiderationNote: If consideration is non-cash, provide details and estimatedvaluation	$0.93 per share

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change	520,178 fully paid ordinary shares.
	1,o00,000 (one million) unquoted options
	to purchase ordinary shares at an exercise
	price of $0.48, exercise period
	commencing on 30 June 2016, ending on 7
	March 2021 subject to vesting conditions.
Nature of change	On-market trade
Example: on-market trade, off-market trade, exercise of options, issue
of securities under dividend reinvestment plan, participation in buy-
back

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
Value/Consideration	N/A
Note: If consideration is non-cash, provide details
and an estimated valuation
Interest after change	N/A

Part 3 –[+] Closed period

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

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011