Opthea Ltd — Major Shareholding Notification 2020

Sep 22, 2020

Corporations Act Section 671B

Form 604

Notice of change of interests of substantial holder

To: Company Name/Scheme OPTHEA LTD 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 Sep 21, 2020 The previous notice was given to the company on Sep 21, 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	19,204,690	7.14%	14,120,140	5.25%

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 6,551,658	6,551,658
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 41,130	41,130
Merrill Lynch International (Australia) Limited	Merrill Lynch (Australia) Nominees Pty Ltd	Merrill Lynch International (Australia) 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 7,379,383	7,379,383
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 147,969	147,969

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 International	2 King Edward Street, London, England, EC1A 1HQ, United Kingdom
Merrill Lynch International (Australia) Ltd	Level 38, Governor Phillip Tower, 1 Farrer Place, Sydney NSW 2000,Australia

SIGNATURE

Print Name: Kelvin Kwok Capacity: Authorised signatory Sign Here: Date: Sep 23, 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
9/18/2020	Merrill Lynch International (Australia) Limited	Securities returned	N/A	Ordinary	(56,958)	(56,958)	RefertoApp. B
9/18/2020	Merrill Lynch International (Australia) Limited	Securities returned	N/A	Ordinary	(245,768)	(245,768)	RefertoApp. B
9/18/2020	Merrill Lynch International	Securities returned	N/A	Ordinary	(3,324,707)	(3,324,707)	Refer to App. B
9/18/2020	Merrill Lynch International	Securities returned	N/A	Ordinary	(266,911)	(266,911)	RefertoApp. B
9/18/2020	Merrill Lynch International	Securities borrowed	N/A	Ordinary	3,591,618	3,591,618	RefertoApp. B
9/18/2020	Merrill Lynch International	Securities returned	N/A	Ordinary	(3,591,618)	(3,591,618)	RefertoApp. B
9/18/2020	Merrill Lynch International	Securities returned	N/A	Ordinary	(95,352)	(95,352)	RefertoApp. B
9/21/2020	Merrill Lynch International (Australia) Limited	Securities returned	N/A	Ordinary	(963)	(963)	RefertoApp. B
9/21/2020	Merrill Lynch International	Securities borrowed	N/A	Ordinary	147,969	147,969	RefertoApp. B
9/21/2020	Merrill Lynch International	Securities returned	N/A	Ordinary	(1,201,000)	(1,201,000)	RefertoApp. B
9/18/2020	Merrill Lynch(Australia)FuturesLtd	SELL	(89,907)	Ordinary	(30,790)	(30,790)	N/A
9/21/2020	Merrill Lynch (Australia) Futures Ltd	SELL	(27,904)	Ordinary	(9,622)	(9,622)	N/A
9/21/2020	Merrill Lynch(Australia)FuturesLtd	BUY	28,318	Ordinary	9,622	9,622	N/A
9/21/2020	Merrill Lynch(Australia)FuturesLtd	BUY	12,719	Ordinary	4,414	4,414	N/A
9/18/2020	Merrill Lynch(Australia)FuturesLtd	BUY	91,768	Ordinary	30,790	30,790	N/A

9/18/2020	Merrill Lynch(Australia)FuturesLtd	BUY	332	Ordinary	115	115	N/A
9/18/2020	Merrill Lynch(Australia)FuturesLtd	BUY	2,078	Ordinary	719	719	N/A
9/18/2020	Merrill Lynch(Australia)FuturesLtd	SELL	(23,853)	Ordinary	(8,169)	(8,169)	N/A
9/18/2020	Merrill Lynch (Australia) Futures Ltd	SELL	(80,179)	Ordinary	(26,915)	(26,915)	N/A
9/21/2020	Merrill Lynch(Australia)FuturesLtd	SELL	(19,718)	Ordinary	(6,736)	(6,736)	N/A
9/21/2020	Merrill Lynch(Australia)FuturesLtd	SELL	(12,855)	Ordinary	(4,288)	(4,288)	N/A
9/21/2020	Merrill Lynch International	BUY	155	Ordinary	52	52	N/A
9/21/2020	Merrill Lynch International	SELL	(155)	Ordinary	(52)	(52)	N/A

Appendix B-1: Prescribed information

Type of agreement	International Prime Brokerage Agreement
Parties to agreement	Merrill Lynch International, Merrill Lynch International (Australia) Limited and Integrated Core Strategies (Asia) Pte. Ltd.
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, Merrill Lynch International (Australia) Limited and Regal Funds Management Pty Limited 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-3: Prescribed information

Type of agreement	International Prime Brokerage Agreement
Parties to agreement	Merrill Lynch International, Merrill Lynch International (Australia) 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-4: Prescribed information

Type of agreement	International Prime Brokerage Agreement
Parties to agreement	Merrill Lynch International, Merrill Lynch International (Australia) 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-5: Prescribed information

Type of agreement	International Prime Brokerage Agreement
Parties to agreement	Merrill Lynch International, Merrill Lynch International (Australia) Limited and Equity Trustees Limited as Trustee and RE 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-6: Prescribed information

Type of agreement	International Prime Brokerage Agreement
Parties to agreement	Merrill Lynch International, Merrill Lynch International (Australia) Limited and Regal Funds Management Pty Limited As Trustee For Regal Tactical Opportunities 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	Securities Lending Agreement
Parties to agreement	Merrill Lynch International and CITIBANK N.A. A/C OMNIBUSNONUK
Holder of voting rights	Securities borrower. Securities lender may instruct theregisteredholdertovote onsecurities.
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)Futures Limited	Australia	3639674
Merrill Lynch International(Australia)Ltd	Australia	2892846
Merrill Lynch Markets(Australia)Pty. Limited	Australia	75587816
Merrill Lynch(Australasia)Pty. Ltd	Australia	75923894
Bank of America Global Holdings, LLC	United States	5169939
BofAML Jersey Holdings Limited	Jersey	115831
NB Holdings Corporation	United States	2361372
Bank of America Corporation	United States	N/A628