Opthea Ltd — Major Shareholding Notification 2012

Jul 16, 2012

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17 JULY 2012

The Companies Section The Australian Stock Exchange Limited 525 Collins Street MELBOURNE VIC 3000

Update to Substantial Holding Notice for Antisense Therapeutics Limited

We enclose Form 604 “Notice of Change of Interests of Substantial Holder” with respect to holdings in Antisense Therapeutics Limited by Polychip Pharmaceuticals Pty Ltd (Polychip) (a wholly owned subsidiary of Circadian Technologies Limited) and Syngene Limited (a subsidiary - 51.67% owned by Polychip).

Yours faithfully

Susan Madden

Company Secretary

Circadian Technologies Limited

Level 1 10 Wallace Avenue Toorak Victoria 3142 Australia T +61 (3) 9826 0399 F +61 (3) 9824 0083 www.circadian.com.au

ABN 32 006 340 567

FORM 604

Corporations Act 2001 Section 671B

NOTICE OF CHANGE OF INTERESTS OF SUBSTANTIAL HOLDER

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To: ANTISENSE THERAPEUTICS LIMITED (ANP)

ACN: 095 060 745

1. Details of substantial holder (1)

Name: POLYCHIP PHARMACEUTICALS PTY LTD (POLYCHIP) (A WHOLLY OWNED SUBSIDIARY OF CIRCADIAN TECHNOLOGIES LIMITED): AND SYNGENE LIMITED (SYNGENE) (51.67% OWNED BY POLYCHIP)

ACN: 006 455 456 (POLYCHIP) 006 161 753 (SYNGENE)

There was a change in the interests of the substantial holder : Due to dilution on: 13/07/2012 The previous notice was given to the company on: 29/03/2012 The previous notice was dated: 29/03/2012

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice	Previous notice	Previous notice		Present notice	Present notice
	Person’s votes		Voting power (5)		Person’s votes	Voting power (5)
Ordinary: Polychip Syngene LimitedA Total	101,906,497 34,009,412 135,915,909		8.98% 3.00% 11.98%		101,906,497 41,242,690 143,149,187	7.85% 3.18% 11.03%

A Polychip Pharmaceuticals Pty Ltd has a 51.67% interest in Syngene Limited (previously 52.52%). Syngene Limited owns 41,242,690 ordinary shares in Antisense Therapeutics Limited. The net movement in substantial holding was 1.06%.

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person’s votes affected (no. of shares)
02/04/12	Polychip &Syngene	New share issue of 107,000 ordinary shares by ANP which diluted each of Polychip’s and Syngene’s respective interests in ANP.	N/A	Number of ordinary shares not affected.	Number of votes/ shares not affected.
27/04/12	Polychip &Syngene	New share issue of 19,400 ordinary shares by ANP which diluted each of Polychip’s and Syngene’s respective interests in ANP.	N/A	Number of ordinary shares not affected.	Number of votes/ shares not affected.
07/05/12	Polychip &Syngene	New share issue of 130,685,221 ordinary shares by ANP which diluted each of Polychip’s and Syngene’s respective interests in ANP.	N/A	Number of ordinary shares not affected.	Number of votes/ shares not affected.
07/05/12	Syngene	Allotment of Tranche 2 8,333,278 ordinary ANP shares to Syngene which has increased Syngene’s interests in ANP.	$149,999.99	8,333,278 ordinary shares.	8,333,278 votes.
29/05/12	Polychip &Syngene	New share issue of 42,622 ordinary shares by ANP which diluted each of Polychip’s and Syngene’s respective interests in ANP.	N/A	Number of ordinary shares not affected.	Number of votes/ shares not affected.
22/06/12	Polychip &Syngene	New share issue of 17,010 ordinary shares by ANP which diluted each of Polychip’s and Syngene’s respective interests in ANP.	N/A	Number of ordinary shares not affected.	Number of votes/ shares not affected.
03/07/12	Polychip &Syngene	New share issue of 1,984,370 ordinary shares by ANP which diluted each of Polychip’s and Syngene’s respective interests in ANP.	N/A	Number of ordinary shares not affected.	Number of votes/ shares not affected.

09/07/12	Syngene	Sale of 1,100,000 ordinary ANP shares by Syngene which has decreased Syngene’s interests in ANP.	$27,500.00	1,100,000 ordinary shares.	1,100,000 votes.
13/07/12	Polychip & Syngene	New share issue of 30,647,565 ordinary shares by ANP which diluted each of Polychip’s and Syngene’s respective interests in ANP.	N/A	Number of ordinary shares not affected.	Number of votes/ shares not affected.

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person’s votes
Polychip Pharmaceuticals PtyLtd	Polychip Pharmaceuticals Pty Ltd	Polychip Pharmaceuticals PtyLtd	Beneficial Owner	Ordinary shares 101,906,497	101,906,497
Syngene Limited (Polychip has a 51.67% interest in Syngene)	Syngene Limited	Syngene Limited	Beneficial Owner	Ordinary shares 41,242,690	41,242,690

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN (ifapplicable)	**Nature of association **
Not applicable

6. Addresses

The addresses of persons named in this form are as follows:

Name	Address (Registered Office)
PolychipPharmaceuticals PtyLtd	Level 1,10 Wallace Avenue,Toorak,Victoria
Circadian Technologies Limited	Level 1,10 Wallace Avenue,Toorak,Victoria
Syngene Limited	Level 1,10 Wallace Avenue,Toorak,Victoria

Signed by:

Susan Madden Company Secretary 17 July 2012