Opthea Ltd — Major Shareholding Notification 2021

Feb 18, 2021

604 page 1/2 15 July 2001

Form604

Corporations Act 2001 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 (1)

Name The Bank of New York Mellon Corporation ( BNYMC ) and each Group Entity listed in Annexure A ( Group Entity ), (together BNYMC Group )

ACN/ARSN (if applicable)

There was a change in the interests of the Substantial holder on 17 February 2021 The previous notice was given to the company on– 29 January 2021 The previous notice was dated – 28 January 2021

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:

Classof securities(4)	Previous notice		Present notice
	Person's votes	Votingpower (5)	Person's votes	Votingpower (5)
Ordinary shares	98,876,409	29.28%	93,313,465*	27.63%*

• See Note 1 in Annexure C

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 ofchange	Person whoserelevant interestchanged	Nature ofchange(6)	Considerationgiveninrelationtochange(7)	Class andnumber ofsecuritiesaffected	Person's votesaffected
See Annexure B

4. Present relevant interests

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

Holder ofrelevantinterest	Registeredholder ofsecurities	Personentitled toberegistered	Nature ofrelevantinterest (6)	Class andnumber ofsecurities	Person's votes
See Annexure C

604 page 2/2 15 July 2001

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:

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----- Start of picture text ----- Name and ACN/ARSN (if applicable) Nature of associationBNYMC and each Group Entity Each Group Entity is an associate of BNYMC pursuant to section 12(2)(a) of the----- End of picture text -----

Corporations Act 2001 (Cth) as each entity is directly or indirectly owned and controlled by BNYMC.

6. Addresses

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

Name	Address
The Bank of New York MellonCorporation	240 Greenwich Street, New York, NY 10286 USA
Each Group Entity	240 Greenwich Street, New York, NY 10286 USA

Signature

print name Andrew Weiser capacity[Attorney-In-Fact ] sign here Date 18 February 2021

Annexure A

This is Annexure A of 1 page referred to in Form 604 Notice of Change of Interests of Substantial Holder given by The Bank of New York Mellon Corporation and its related bodies corporate

The Bank of New York Mellon Corporation is the ultimate parent company of a corporate group comprised of a large number of operating and holding companies. Details of the entities directly owned and controlled by The Bank of New York Mellon Corporation are listed below.

• The Bank of New York Mellon

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----- Start of picture text ----- print name Andrew Weiser capacity Attorney-In-Factsign here date ___18 February 2021 ________----- End of picture text -----

Annexure B

This is Annexure B of 1 page referred to in Form 604 Notice of Change of Interests of Substantial Holder given by The Bank of New York Mellon Corporation and its related bodies corporate

Changes in relevant interests

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----- Start of picture text ----- Class and number ofPerson whose relevant interest Consideration given Person's votesDate of change Nature of Change securities affectedchanged in relation to change affected(Ordinary Shares)04-Feb-21 The Bank of New York Mellon Transfer out of securities N/A (64,000) (64,000)08-Feb-21 The Bank of New York Mellon Transfer out of securities N/A (196,000) (196,000)09-Feb-21 The Bank of New York Mellon Transfer out of securities N/A (408,400) (408,400)10-Feb-21 The Bank of New York Mellon Transfer out of securities N/A (185,256) (185,256)11-Feb-21 The Bank of New York Mellon Transfer out of securities N/A (40,000) (40,000)16-Feb-21 The Bank of New York Mellon Transfer out of securities N/A (43,384) (43,384)17-Feb-21 The Bank of New York Mellon Transfer out of securities N/A (4,625,904) (4,625,904)----- End of picture text -----

Print Name - Andrew Weiser Capacity - Attorney - In - Fact Sign Here Date - 18 February 2021

Annexure C

This is Annexure C of 1 page referred to in Form 604 Notice of Change of Interests of Substantial Holder given by The Bank of New York Mellon Corporation and its related bodies corporate

Present relevant interests

Holder of relevant interest	Nature of relevant interest	Class and number of securities
The Bank of New YorkMellon (BNYM)	Remote Interest Held Under Deposit AgreementRelevant interest under section 608(1)(c) of theCorporations Act 2001 (Cth) arising from BNYMhaving the limited power to dispose of, or control theexercise of a power to dispose of, securitiesdeposited with or held by BNYM (or its custodian oragent) in its capacity as depositary administering anADR program for Opthea Limited (Company) underthe Deposit Agreement datedOctober 16, 2020between the Company, holders of Americandepositary receipts (ADRs) and BNYM (DepositAgreement).[*See Note 1 below].	93,313,465ordinary shares
BNYMC Group (other thanBNYM)	Relevant interest under section 608(3)(a) and/orsection 608(3)(b) of the Corporations Act 2001 (Cth)being a relevant interest held through a bodycorporate (namely BNYM) in which the voting powerof each other entity in the BNYMC Group is above20%, or that each other entity in the BNYMC Groupcontrols.[*See Note 1 and Note 2 below]	93,313,465ordinary shares

NOTES :

• Note 1 : Of the total of 93,313,465 securities in which the BNYMC Group has a relevant interest, BNYM has a relevant interest in 93,313,465 securities as depositary for Opthea Limited ADR program administered under the Deposit Agreement. BNYM's relevant interest in these securities arises as a result of the Deposit Agreement containing rights for BNYM to dispose of securities held under the ADR program in limited circumstances. Under the Deposit Agreement, ADR holders retain their rights to dispose of those securities and to give voting instructions for the exercise of voting rights attached to the securities. BNYMC Group's power to vote or dispose of these securities is qualified accordingly.

• Note 2 : Each Group Entity is a direct or indirect wholly owned subsidiary of BNYMC, the ultimate parent company. Other than BNYM in respect of 93,313,465 securities (of which BNYM's power to only dispose of 93,313,465 securities is limited – see Note 1), none of the BNYMC Group entities are entitled to be registered as holder of the securities and their power to vote or dispose of the securities is qualified accordingly.

print name Andrew Weiser

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capacity Attorney-In-Fact

18 February 2021___________

sign here

date