Opthea Ltd — Director's Dealing 2021

Nov 10, 2021

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	Megan Baldwin
Date of last notice	4 March 2021

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	Direct and Indirect
Nature of indirect interest	Gaja Holdings: Megan Baldwin is closely
(including registered holder)	related to the beneficiary of the account.
Note: Provide details of the circumstances giving rise to the relevant
interest.
Date of change	11 November 2021
No. of securities held prior to change	3,839,398 ordinary shares fully paid.
	3,000,000 unquoted options to acquire
	fully paid ordinary shares at an exercise
	price of $0.855, expiring on 29 November
	2022, granted under the LTIP.
Class	Ordinary shares
Number acquired	1,600,000 Performance Rights

• See chapter 19 for defined terms.

01/01/2011

Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Number disposed	Nil
Value/ConsiderationNote: If consideration is non-cash, provide details and estimatedvaluation	Nil
No. of securities held after change	**Indirect:**2,851,675 ordinary shares fullypaidDirect:987,723 ordinary shares fully paid.3,000,000 unquoted options to acquirefully paid ordinary shares at an exerciseprice of $0.855, expiring on 29 November2022, granted under the LTIP.1,600,000 unquoted Performance Rightsto acquire fully paid ordinary shares at azero-exerciseprice,expiringon18October 2031, granted under the LTIP.
Nature of changeExample: on-market trade, off-market trade, exercise of options, issueof securities under dividend reinvestment plan, participation in buy-back	Granting of unquoted Performance Rightspursuant to the LTIP

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(if issued securities)	N/A
Date of change	N/A
No. and class of securities to whichinterest related prior to changeNote: Details are only required for a contract inrelation to which the interest has changed	N/A
Interest acquired	N/A
Interest disposed	N/A

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

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

Were the interests in the securities or contracts detailedabove traded during a+closed period where prior writtenclearance was required?	N/A
If so, was prior written clearance provided to allow thetrade to proceed during this period?	N/A
If prior written clearance was provided, on what date wasthis provided?	N/A

• See chapter 19 for defined terms.

01/01/2011

Appendix 3Y Page 3