Opthea Ltd — Major Shareholding Notification 2021

Jan 31, 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 28 January 2021 The previous notice was given to the company on– 14 December 2020 The previous notice was dated – 11 December 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:

Classof securities(4)	Previous notice		Present notice
	Person's votes	Votingpower (5)	Person's votes	Votingpower (5)
Ordinary shares	102,730,921	30.42%	98,876,409*	29.28%*

• 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 of change	Person whose relevant interest changed	Nature of change(6)	Consideration giveninrelation tochange(7)	Class and number of securities affected	Person's votes affected
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 of relevant interest	Registered holder of securities	Person entitled to be registered	Nature of relevant interest (6)	Class and number of securities	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:

Name and ACN/ARSN(if applicable)	Nature of association
BNYMC and each Group Entity	Each Group Entity is an associate of BNYMC pursuant to section 12(2)(a) of the 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 Mellon Corporation	240 Greenwich Street, New York, NY 10286 USA
Each Group Entity	240 Greenwich Street, New York, NY 10286 USA

Signature

print name Kevin Lockhart capacity[Attorney-In-Fact ] sign here Date 29 January 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

==> picture [385 x 70] intentionally omitted <==

----- Start of picture text -----

print name Kevin Lockhart capacity Attorney-In-Fact
sign here date 29 January 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

Date of change	Person whose relevant interest changed	Nature of Change	Consideration given in relation to change	Class and number of securities affected (Ordinary Shares)	Person's votes affected
14-Dec-20	The Bank of New York Mellon	Transfer out of securities	N/A	(331,600)	(331,600)
16-Dec-20	The Bank of New York Mellon	Transfer out of securities	N/A	(80,000)	(80,000)
17-Dec-20	The Bank of New York Mellon	Transfer out of securities	N/A	(120,000)	(120,000)
18-Dec-20	The Bank of New York Mellon	Transfer out of securities	N/A	(40,000)	(40,000)
21-Dec-20	The Bank of New York Mellon	Transfer out of securities	N/A	(236,712)	(236,712)
22-Dec-20	The Bank of New York Mellon	Transfer out of securities	N/A	(20,000)	(20,000)
23-Dec-20	The Bank of New York Mellon	Transfer out of securities	N/A	(40,000)	(40,000)
30-Dec-20	The Bank of New York Mellon	Transfer out of securities	N/A	(36,000)	(36,000)
04-Jan-21	The Bank of New York Mellon	Deposit of securities	N/A	160,000	160,000
04-Jan-21	The Bank of New York Mellon	Transfer out of securities	N/A	(279,184)	(279,184)
05-Jan-21	The Bank of New York Mellon	Transfer out of securities	N/A	(16,000)	(16,000)
06-Jan-21	The Bank of New York Mellon	Transfer out of securities	N/A	(72,112)	(72,112)
07-Jan-21	The Bank of New York Mellon	Transfer out of securities	N/A	(104,000)	(104,000)
08-Jan-21	The Bank of New York Mellon	Deposit of securities	N/A	17,680	17,680
13-Jan-21	The Bank of New York Mellon	Transfer out of securities	N/A	(34,488)	(34,488)
14-Jan-21	The Bank of New York Mellon	Transfer out of securities	N/A	(49,760)	(49,760)
19-Jan-21	The Bank of New York Mellon	Transfer out of securities	N/A	(73,600)	(73,600)
27-Jan-21	The Bank of New York Mellon	Transfer out of securities	N/A	(98,736)	(98,736)
28-Jan-21	The Bank of New York Mellon	Transfer out of securities	N/A	(2,400,000)	(2,400,000)

Print Name - Kevin Lockhart

Capacity - Attorney - In - Fact

Sign Here Date - 29 January 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 York Mellon (BNYM)	Remote Interest Held Under Deposit Agreement Relevant interest under section 608(1)(c) of the Corporations Act 2001 (Cth) arising from BNYM having the limited power to dispose of, or control the exercise of a power to dispose of, securities deposited with or held by BNYM (or its custodian or agent) in its capacity as depositary administering an ADR program for Opthea Limited (Company) under the Deposit Agreement datedOctober 16, 2020 between the Company, holders of American depositary receipts (ADRs) and BNYM (Deposit Agreement). [*See Note 1 below].	98,876,409 ordinary shares
BNYMC Group (other than BNYM)	Relevant interest under section 608(3)(a) and/or section 608(3)(b) of the Corporations Act 2001 (Cth) being a relevant interest held through a body corporate (namely BNYM) in which the voting power of each other entity in the BNYMC Group is above 20%, or that each other entity in the BNYMC Group controls. [*See Note 1 and Note 2 below]	98,876,409 ordinary shares

NOTES :

• Note 1 : Of the total of 98,876,409 securities in which the BNYMC Group has a relevant interest, BNYM has a relevant interest in 98,876,409 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 98,876,409 securities (of which BNYM's power to only dispose of 98,876,409 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 Kevin Lockhart

capacity Attorney-In-Fact

29 January 2021_____

sign here

date