Opthea Ltd — Major Shareholding Notification 2020

Nov 5, 2020

Form 604

Corporations Act Section 671B

Notice of change of interests of substantial holder

To: Company Name/Scheme OPTHEA LIMITED ACN/ ~~ARSN~~ 006 340 567

1. Details of substantial holder

Name

Bank of America Corporation and its related bodies corporate (See Appendix C)

ACN/ARSN (if applicable):

There was a change in the interests of the substantial holder on 3 November 2020 The previous notice was given to the company on 30 October 2020

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	Present Notice	Present Notice
	Person’s Votes	Voting Power (5)	Person’s Votes	Voting Power (5)
Ordinary	8,200,803	2.43%	13,441,134	3.98%
American Depository Shares (ADS)	9,337,080	2.76%	13,663,976	4.05%
TOTAL	17,537,883	5.19%	27,105,110	8.03%

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
Please see Appendix A

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 holder (8)	Nature of relevant interest (6)	Class and number of securities	Person’s votes
Merrill Lynch (Australia) Futures Limited	Merrill Lynch (Australia) Nominees Pty Ltd	Merrill Lynch (Australia) Futures Limited	Power to control voting and/or disposal of securities in its capacity as ultimate beneficial owner having a principal position.	Ordinary 4,331,040	4,331,040
Merrill Lynch International	Merrill Lynch (Australia) Nominees Pty Ltd	Merrill Lynch International	Power to control voting and/or disposal of securities in its capacity as ultimate beneficial owner having a principal position.	Ordinary 4,223	4,223
Merrill Lynch Markets (Australia) Pty. Limited	Merrill Lynch (Australia) Nominees Pty Ltd	Merrill Lynch Markets (Australia) Pty. Limited	Borrowing of securities pursuant to a Prime Brokerage Agreement (see Appendix B), with power to control the voting and/or disposal of borrowed securities.	Ordinary 8,675,041	8,675,041
Merrill Lynch International	Merrill Lynch (Australia) Nominees Pty Ltd	Merrill Lynch International	Borrowing of securities pursuant to a Prime Brokerage Agreement (see Appendix B), with power to control the voting and/or disposal of borrowed securities.	Ordinary 430,830	430,830
Merrill Lynch International	Merrill Lynch (Australia) Nominees Pty Ltd	Merrill Lynch International	Borrowing of securities pursuant to a Prime Brokerage Agreement (see Appendix B), with power to control the voting and/or disposal of borrowed securities.	1,707,822 ADS representing 13,662,576 Ordinary Shares	13,662,576
BofA Securities, Inc.	Merrill Lynch (Australia) Nominees Pty Ltd	BofA Securities, Inc.	Power to control voting and/or disposal of securities in its capacity as ultimate beneficial owner having a principal position.	175 ADS representing 1,400 Ordinary Shares	1,400

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/ ARSN (if applicable)	Nature of association
N/A	N/A

6. Addresses

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

Name	Addresses
Bank of America Corporation	100 North Tryon Street, Charlotte, North Carolina, 28255, USA
Merrill Lynch (Australia) Futures Limited	Level 38, Governor Phillip Tower, 1 Farrer Place, Sydney NSW 2000, Australia
Merrill Lynch (Australia) Nominees Pty Ltd	Level 19, 120 Collins St, Melbourne Vic 3000, Australia
Merrill Lynch Markets (Australia) Pty. Limited	Level 34, Governor Phillip Tower, 1 Farrer Place, Sydney NSW 2000,Australia
Merrill Lynch International	2 King Edward Street, London, England, EC1A 1HQ, United Kingdom
BofA Securities, Inc.	One Bryant Park, New York NY 10036, USA

SIGNATURE

Print Name: Sign Here:	Kelvin Kwok Capacity: Authorised signatory
	Date: 5 November 2020

Appendix A

Date of change	Person whose relevant interest changed	Nature of change (4)	Consideration (5)	Class (6) of securities	Securities affected	Person's votes affected	Remark
10/29/2020	Merrill Lynch Markets (Australia)Pty. Limited	Securitiesreturned	N/A	Ordinary	(7,395)	(7,395)	RefertoApp. B
10/29/2020	Merrill Lynch International	Securities borrowed	N/A	ADS	243,241	1,945,928	RefertoApp. B
10/29/2020	Merrill Lynch(Australia)Futures Limited	SELL	(5,474)	Ordinary	(2,461)	(2,461)	N/A
10/29/2020	Merrill Lynch(Australia)Futures Limited	BUY	23,070	Ordinary	10,441	10,441	N/A
10/29/2020	Merrill Lynch(Australia)Futures Limited	SELL	(4)	Ordinary	(2)	(2)	N/A
10/29/2020	Merrill Lynch(Australia)Futures Limited	SELL	(23,179)	Ordinary	(10,441)	(10,441)	N/A
10/30/2020	Merrill Lynch Markets (Australia)Pty. Limited	Securitiesreturned	N/A	Ordinary	(2,439)	(2,439)	RefertoApp. B
10/30/2020	Merrill Lynch International	Securitiesreturned	N/A	ADS	(628,948)	(5,031,584)	RefertoApp. B
10/30/2020	Merrill Lynch International	Securitiesreturned	N/A	ADS	(243,241)	(1,945,928)	RefertoApp. B
10/30/2020	Merrill Lynch International	Securities borrowed	N/A	ADS	872,189	6,977,512	RefertoApp. B
10/30/2020	Merrill Lynch(Australia)Futures Limited	BUY	(26,630)	Ordinary	(12,272)	(12,272)	N/A
10/30/2020	Merrill Lynch(Australia)Futures Limited	SELL	(36,224)	Ordinary	(16,647)	(16,647)	N/A
10/30/2020	Merrill Lynch(Australia)Futures Limited	SELL	(2)	Ordinary	(1)	(1)	N/A
10/30/2020	Merrill Lynch(Australia)Futures Limited	BUY	3,980	Ordinary	1,834	1,834	N/A
10/30/2020	Merrill Lynch(Australia)Futures Limited	BUY	26,630	Ordinary	12,272	12,272	N/A
10/30/2020	Merrill Lynch(Australia)Futures Limited	SELL	(1,406)	Ordinary	(628)	(628)	N/A
10/30/2020	Merrill Lynch(Australia)Futures Limited	BUY	9,560	Ordinary	4,375	4,375	N/A
11/02/2020	Merrill Lynch Markets (Australia)Pty. Limited	Securitiesreturned	N/A	Ordinary	(10,163)	(10,163)	RefertoApp. B
11/02/2020	Merrill Lynch International	SELL	(2)	Ordinary	(1)	(1)	N/A
11/02/2020	Merrill Lynch International	BUY	2	Ordinary	1	1	N/A
11/02/2020	Merrill Lynch(Australia)Futures Limited	SELL	36,124	Ordinary	16,647	16,647	N/A
11/02/2020	Merrill Lynch(Australia)Futures Limited	SELL	(36,124)	Ordinary	(16,647)	(16,647)	N/A
11/02/2020	Merrill Lynch(Australia)Futures Limited	BUY	9,083	Ordinary	4,202	4,202	N/A
11/02/2020	Merrill Lynch(Australia)Futures Limited	BUY	1,250	Ordinary	578	578	N/A
11/02/2020	Merrill Lynch(Australia)Futures Limited	SELL	(3,984)	Ordinary	(1,811)	(1,811)	N/A
11/02/2020	Merrill Lynch(Australia)Futures Limited	SELL	(28,508)	Ordinary	(13,115)	(13,115)	N/A
11/02/2020	Merrill Lynch(Australia)Futures Limited	SELL	(3,056)	Ordinary	(1,389)	(1,389)	N/A
11/02/2020	Merrill Lynch(Australia)Futures Limited	BUY	6,069	Ordinary	2,813	2,813	N/A
11/02/2020	Merrill Lynch(Australia)Futures Limited	SELL	3,056	Ordinary	1,389	1,389	N/A
11/03/2020	Merrill Lynch Markets (Australia)Pty. Limited	Securities borrowed	N/A	Ordinary	2,561,536	2,561,536	RefertoApp. B
11/03/2020	Merrill Lynch International	Securities borrowed	N/A	Ordinary	68,668	68,668	RefertoApp. B
11/03/2020	Merrill Lynch International	Securities borrowed	N/A	ADS	297,446	2,379,568	Refer to App. B
11/03/2020	Merrill Lynch(Australia)Futures Limited	BUY	(53,309)	Ordinary	(24,342)	(24,342)	N/A

Date of change	Person whose relevant interest changed	Nature of change (4)	Consideration (5)	Class (6) of securities	Securities affected	Person's votes affected	Remark
11/03/2020	Merrill Lynch(Australia)Futures Limited	BUY	605	Ordinary	280	280	N/A
11/03/2020	Merrill Lynch(Australia)Futures Limited	BUY	11,429	Ordinary	5,208	5,208	N/A
11/03/2020	Merrill Lynch(Australia)Futures Limited	SELL	(1,408)	Ordinary	(641)	(641)	N/A
11/03/2020	Merrill Lynch(Australia)Futures Limited	SELL	(71,011)	Ordinary	(32,363)	(32,363)	N/A
11/03/2020	Merrill Lynch(Australia)Futures Limited	SELL	(546,433)	Ordinary	(248,616)	(248,616)	N/A
11/03/2020	Merrill Lynch(Australia)Futures Limited	BUY	6,410,391	Ordinary	2,927,119	2,927,119	N/A
11/03/2020	Merrill Lynch(Australia)Futures Limited	BUY	53,309	Ordinary	24,342	24,342	N/A
11/02/2020	BofASecuritiesInc.	BUY	114	ADS	9	72	Consideration isinUSD
11/02/2020	BofA Securities Inc.	BUY	77	ADS	6	48	Consideration is in USD
11/02/2020	BofASecuritiesInc.	BUY	76	ADS	6	48	Consideration isinUSD
11/02/2020	BofA Securities Inc.	BUY	102	ADS	8	64	Consideration is in USD
11/02/2020	BofASecuritiesInc.	BUY	76	ADS	6	48	Consideration isinUSD
11/02/2020	BofASecuritiesInc.	BUY	76	ADS	6	48	Consideration isinUSD
11/02/2020	BofASecuritiesInc.	BUY	89	ADS	7	56	Consideration isinUSD
11/02/2020	BofASecuritiesInc.	BUY	64	ADS	5	40	Consideration isinUSD
11/02/2020	BofA Securities Inc.	BUY	65	ADS	5	40	Consideration is in USD
11/02/2020	BofASecuritiesInc.	BUY	90	ADS	7	56	Consideration isinUSD
11/02/2020	BofASecuritiesInc.	BUY	65	ADS	5	40	Consideration isinUSD
11/02/2020	BofASecuritiesInc.	BUY	129	ADS	10	80	Consideration isinUSD
11/02/2020	BofASecuritiesInc.	BUY	64	ADS	5	40	Consideration isinUSD
11/02/2020	BofA Securities Inc.	BUY	65	ADS	5	40	Consideration is in USD
11/02/2020	BofASecuritiesInc.	BUY	64	ADS	5	40	Consideration isinUSD
11/02/2020	BofA Securities Inc.	BUY	89	ADS	7	56	Consideration is in USD
11/02/2020	BofASecuritiesInc.	BUY	89	ADS	7	56	Consideration isinUSD
11/02/2020	BofASecuritiesInc.	BUY	89	ADS	7	56	Consideration isinUSD
11/02/2020	BofASecuritiesInc.	BUY	89	ADS	7	56	Consideration isinUSD
11/02/2020	BofASecuritiesInc.	BUY	89	ADS	7	56	Consideration isinUSD
11/02/2020	BofA Securities Inc.	BUY	169	ADS	13	104	Consideration is in USD
11/02/2020	BofASecuritiesInc.	BUY	130	ADS	10	80	Consideration isinUSD
11/02/2020	BofASecuritiesInc.	BUY	130	ADS	10	80	Consideration isinUSD
11/02/2020	BofASecuritiesInc.	BUY	157	ADS	12	96	Consideration isinUSD

Appendix B-1: Prescribed information

Type of agreement	International Prime Brokerage Agreement
Parties to agreement	Merrill Lynch International, Merrill Lynch Markets (Australia) Pty Limited and Equity Trustees Limited As Trustee And Responsible Entity Of Regal Investment Fund
Holder of voting rights	Securities borrower. Securities lender may instruct the registered holder to vote on securities.
Are there any restrictions on voting rights?	No
If yes, detail	N/A
Scheduled return date (if any)	On recall of the securities loan by the securities lender.
Does the borrower have the right to return early?	Yes
If yes, detail	Securities borrower will have right to return assets at any time.
Does the lender have the right to recall early?	Yes
If yes, detail	Securities lender will have right to recall assets at any time.
Will the securities be returned on settlement?	Yes
If yes, detail any exceptions	N/A

Appendix B-2: Prescribed information

Type of agreement	International Prime Brokerage Agreement
Parties to agreement	Merrill Lynch International and Integrated Core Strategies (Asia)
Holder of voting rights	Securities borrower. Securities lender may instruct the registered holder to vote on securities.
Are there any restrictions on voting rights?	No
If yes, detail	N/A
Scheduled return date (if any)	On recall of the securities loan by the securities lender.
Does the borrower have the right to return early?	Yes
If yes, detail	Securities borrower will have right to return assets at any time.
Does the lender have the right to recall early?	Yes
If yes, detail	Securities lender will have right to recall assets at any time.
Will the securities be returned on settlement?	Yes
If yes, detail any exceptions	N/A

Appendix B-3: Prescribed information

Type of agreement	International Prime Brokerage Agreement
Parties to agreement	Merrill Lynch International and PARHELION LTD (GCM)
Holder of voting rights	Securities borrower. Securities lender may instruct the registered holder to vote on securities.
Are there any restrictions on voting rights?	No
If yes, detail	N/A
Scheduled return date (if any)	On recall of the securities loan by the securities lender.
Does the borrower have the right to return early?	Yes
If yes, detail	Securities borrower will have right to return assets at any time.
Does the lender have the right to recall early?	Yes
If yes, detail	Securities lender will have right to recall assets at any time.
Will the securities be returned on settlement?	Yes
If yes, detail any exceptions	N/A

Appendix B-4: Prescribed information

Type of agreement	International Prime Brokerage Agreement
Parties to agreement	Merrill Lynch International, Merrill Lynch Markets (Australia) Pty Limited and Regal Funds Management PtyLimited as Trustee of Tasman Market Neutral Fund
Holder of voting rights	Securities borrower. Securities lender may instruct the registered holder to vote on securities.
Are there any restrictions on voting rights?	No
If yes, detail	N/A
Scheduled return date (if any)	On recall of the securities loan by the securities lender.
Does the borrower have the right to return early?	Yes
If yes, detail	Securities borrower will have right to return assets at any time.
Does the lender have the right to recall early?	Yes
If yes, detail	Securities lender will have right to recall assets at any time.
Will the securities be returned on settlement?	Yes
If yes, detail any exceptions	N/A

Appendix B-5: Prescribed information

Type of agreement	International Prime Brokerage Agreement
Parties to agreement	Merrill Lynch International, Merrill Lynch Markets (Australia) Pty Limited and Regal Funds Management Pty Limited as Trustee of Regal Australian Long Short Equity Fund
Holder of voting rights	Securities borrower. Securities lender may instruct the registered holder to vote on securities.
Are there any restrictions on voting rights?	No
If yes, detail	N/A
Scheduled return date (if any)	On recall of the securities loan by the securities lender.
Does the borrower have the right to return early?	Yes
If yes, detail	Securities borrower will have right to return assets at any time.
Does the lender have the right to recall early?	Yes
If yes, detail	Securities lender will have right to recall assets at any time.
Will the securities be returned on settlement?	Yes
If yes, detail any exceptions	N/A

Appendix B-6: Prescribed information

Type of agreement	International Prime Brokerage Agreement
Parties to agreement	Merrill Lynch International, Merrill Lynch Markets (Australia) Pty Limited and Regal Funds Management Pty Limited as Trustee of Atlantic Absolute Return Fund
Holder of voting rights	Securities borrower. Securities lender may instruct the registered holder to vote on securities.
Are there any restrictions on voting rights?	No
If yes, detail	N/A
Scheduled return date (if any)	On recall of the securities loan by the securities lender.
Does the borrower have the right to return early?	Yes
If yes, detail	Securities borrower will have right to return assets at any time.
Does the lender have the right to recall early?	Yes
If yes, detail	Securities lender will have right to recall assets at any time.
Will the securities be returned on settlement?	Yes
If yes, detail any exceptions	N/A

Appendix B-7: Prescribed information

Type of agreement	International Prime Brokerage Agreement
Parties to agreement	Merrill Lynch International, Merrill Lynch Markets (Australia) Pty Limited and SSW- TRADING GMBH
Holder of voting rights	Securities borrower. Securities lender may instruct the registered holder to vote on securities.
Are there any restrictions on voting rights?	No
If yes, detail	N/A
Scheduled return date (if any)	On recall of the securities loan by the securities lender.
Does the borrower have the right to return early?	Yes
If yes, detail	Securities borrower will have right to return assets at any time.
Does the lender have the right to recall early?	Yes
If yes, detail	Securities lender will have right to recall assets at any time.
Will the securities be returned on settlement?	Yes
If yes, detail any exceptions	N/A

Appendix B-8: Prescribed information

Type of agreement	International Prime Brokerage Agreement
Parties to agreement	Merrill Lynch International, Merrill Lynch Markets (Australia) Pty Limited and Susquehanna Pacific PtyLtd
Holder of voting rights	Securities borrower. Securities lender may instruct the registered holder to vote on securities.
Are there any restrictions on voting rights?	No
If yes, detail	N/A
Scheduled return date (if any)	On recall of the securities loan by the securities lender.
Does the borrower have the right to return early?	Yes
If yes, detail	Securities borrower will have right to return assets at any time.
Does the lender have the right to recall early?	Yes
If yes, detail	Securities lender will have right to recall assets at any time.
Will the securities be returned on settlement?	Yes
If yes, detail any exceptions	N/A

Appendix B-9: Prescribed information

Type of agreement	International Prime Brokerage Agreement
Parties to agreement	Merrill Lynch International and BOERBOEL TRADING L.P. (GCM )
Holder of voting rights	Securities borrower. Securities lender may instruct the registered holder to vote on securities.
Are there any restrictions on voting rights?	No
If yes, detail	N/A
Scheduled return date (if any)	On recall of the securities loan by the securities lender.
Does the borrower have the right to return early?	Yes
If yes, detail	Securities borrower will have right to return assets at any time.
Does the lender have the right to recall early?	Yes
If yes, detail	Securities lender will have right to recall assets at any time.
Will the securities be returned on settlement?	Yes
If yes, detail any exceptions	N/A

Appendix B-10: Prescribed information

Type of agreement	International Prime Brokerage Agreement
Parties to agreement	Merrill Lynch International and JANCHOR PARTNERS PANASIAN MASTER F (GCM)
Holder of voting rights	Securities borrower. Securities lender may instruct the registered holder to vote on securities.
Are there any restrictions on voting rights?	No
If yes, detail	N/A
Scheduled return date (if any)	On recall of the securities loan by the securities lender.
Does the borrower have the right to return early?	Yes
If yes, detail	Securities borrower will have right to return assets at any time.
Does the lender have the right to recall early?	Yes
If yes, detail	Securities lender will have right to recall assets at any time.
Will the securities be returned on settlement?	Yes
If yes, detail any exceptions	N/A

Appendix B-11: Prescribed information

Type of agreement	International Prime Brokerage Agreement
Parties to agreement	Merrill Lynch International and Regal Absolute Return Master Fund
Holder of voting rights	Securities borrower. Securities lender may instruct the registered holder to vote on securities.
Are there any restrictions on voting rights?	No
If yes, detail	N/A
Scheduled return date (if any)	On recall of the securities loan by the securities lender.
Does the borrower have the right to return early?	Yes
If yes, detail	Securities borrower will have right to return assets at any time.
Does the lender have the right to recall early?	Yes
If yes, detail	Securities lender will have right to recall assets at any time.
Will the securities be returned on settlement?	Yes
If yes, detail any exceptions	N/A

Appendix B-12: Prescribed information

Type of agreement	International Prime Brokerage Agreement
Parties to agreement	Merrill Lynch International, Merrill Lynch Markets (Australia) Pty Limited and Regal Funds Management Pty Limited as Trustee of Atlantic Absolute Return Fund
Holder of voting rights	Securities borrower. Securities lender may instruct the registered holder to vote on securities.
Are there any restrictions on voting rights?	No
If yes, detail	N/A
Scheduled return date (if any)	On recall of the securities loan by the securities lender.
Does the borrower have the right to return early?	Yes
If yes, detail	Securities borrower will have right to return assets at any time.
Does the lender have the right to recall early?	Yes
If yes, detail	Securities lender will have right to recall assets at any time.
Will the securities be returned on settlement?	Yes
If yes, detail any exceptions	N/A

Appendix B-13: Prescribed information

Type of agreement	International Prime Brokerage Agreement
Parties to agreement	Merrill Lynch International and ZAMBEZI ABSOLUTE RETURN FUND (GCM)
Holder of voting rights	Securities borrower. Securities lender may instruct the registered holder to vote on securities.
Are there any restrictions on voting rights?	No
If yes, detail	N/A
Scheduled return date (if any)	On recall of the securities loan by the securities lender.
Does the borrower have the right to return early?	Yes
If yes, detail	Securities borrower will have right to return assets at any time.
Does the lender have the right to recall early?	Yes
If yes, detail	Securities lender will have right to recall assets at any time.
Will the securities be returned on settlement?	Yes
If yes, detail any exceptions	N/A

Appendix C

Related bodies corporate	Incorporated	**ACN/Registration/Incorporation Number **
Merrill Lynch International	United Kingdom	2312079
ML UK Capital Holdings Limited	United Kingdom	4971231
BofAML EMEA Holdings 2 Limited	United States	119605
Merrill Lynch(Australia)FuturesLimited	Australia	003639674
Merrill Lynch International (Australia) Ltd	Australia	002892846
Merrill Lynch Markets (Australia) Pty. Limited	Australia	075587816
Merrill Lynch (Australasia) Pty. Ltd	Australia	075923894
Bank of America Global Holdings, LLC	United States	5169939
BofAMLJerseyHoldingsLimited	Jersey	115831
BofA Securities, Inc.	United States	5793661
NB Holdings Corporation	United States	2361372
Bank of America Corporation	United States	N/A628