Opthea Ltd — Proxy Solicitation & Information Statement 2026

Jun 3, 2026

OPTHEA

Level 9, 505 Little Collins Street

Melbourne, Victoria 3000

Australia

www.opthea.com

ASX Announcement

3 June 2026

Notice of Extraordinary General Meeting and Related Documents

Opthea Limited (ASX:OPT) (“Opthea” or the “Company”), advises that the Company’s Extraordinary General Meeting (EGM) will be held at 10:00am (Melbourne time) on Friday, 3 July 2026.

In accordance with Listing Rule 3.17, attached are the following documents:

• Notice of Extraordinary General Meeting;
• Letter of Access; and
• Proxy Form

ENDS

This announcement was authorised for release by the Board of Directors.

Enquiries

Ryan Thompson
+61 423 151 378
ryan.thompson@sodali.com

Alexandra Abeyratne
+61 438 380 057
alexandra.abeyratne@sodali.com

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OPTHEA

Notice of extraordinary general meeting and explanatory notes

Date:
Friday, 3 July 2026

Time:
10.00am (Melbourne time)

Location:
The meeting will be held virtually via https://meetnow.global/MSTYFWX

In this document you will find:
(a) a notice of extraordinary general meeting; and
(b) explanatory notes which have an explanation of, and information about, the resolution set out in the notice of extraordinary general meeting.

Enclosed separately is a proxy form with attendance and registration details.

Contents

1. Notice of extraordinary general meeting and explanatory notes
2. Notice of extraordinary general meeting
3. Notes
4. Explanatory notes
5. Glossary

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OPTHEA

Notice of extraordinary general meeting

The extraordinary general meeting of Opthea Limited (Opthea or the Company), will be held virtually via https://meetnow.global/MSTYFWX on Friday, 3 July 2026 at 10:00am (Melbourne time).

This notice of extraordinary general meeting (Notice) should be read in conjunction with the accompanying notes (including in relation to the required voting majorities, Directors' recommendations and voting, voting exclusion statements, appointment of the Chair as your proxy, how to vote and proxies) and the explanatory notes accompanying the Resolution to be put to Shareholders and the accompanying proxy form, all of which are incorporated in, and comprise part of, this Notice.

If you are unable to attend the extraordinary general meeting, please complete and return the enclosed proxy form in accordance with the specified directions.

Important notice regarding attendance and the virtual meeting

In accordance with its constitution, the Company has decided to hold this meeting virtually online to ensure all Shareholders can participate in the meeting. Shareholders will not be able to attend the meeting in person.

In order to cast their votes or participate in the meeting, the Company strongly encourages all Shareholders who wish to vote to do so by:

(a) participating in the virtual meeting and casting a vote online; or
(b) appointing the Chair as their proxy (and where desired, direct the Chair how to vote on the Resolution) by completing and returning the proxy form.

Attending the meeting online

If you choose to participate online on the day of the meeting, you will be able to view a live webcast of the meeting, ask the Directors questions online and submit your vote in real time.

To participate online you will need to visit https://meetnow.global/MSTYFWX on your smartphone, tablet or computer.

To make the registration process quicker, please have your SRN/HIN and registered postcode or country code ready. Proxyholders will need to contact Computershare prior to the meeting to obtain their login details.

To participate in the meeting online, please follow the instructions below.

1. Click on 'Join Meeting Now'.
2. Enter your SRN/HIN. Proxyholders will need to contact Computershare on +61 3 9415 4024 one hour prior to the meeting to obtain their login details.
3. Enter your postcode registered to your holding if you are an Australian Shareholder. If you are an overseas Shareholder, select the country of your registered holding from the dropdown list.
4. Accept the Terms and Conditions and click 'Sign In'.

You can view the meeting live, ask questions verbally or via a live text facility and cast votes at the appropriate times while the meeting is in progress.

You will need the latest versions of Chrome, Safari, Edge or Firefox. Please ensure your browser is compatible. For further instructions on how to participate online, please view the online meeting user guide at www.computershare.com.au/virtualmeetingguide.

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OPTHEA

Resolution

1. Change of Company Name (Resolution 1)

To consider and, if thought fit, to pass the following resolution as a special resolution:

That for the purposes of section 157(1) of the Corporations Act and for all other purposes, the name of the Company be changed from "Opthea Limited" to "Ceryvyn Therapeutics Limited" and that, for the purposes of section 136(2) of the Corporations Act and for all other purposes, all references to the Company's name in the Constitution be amended to reflect the Company's new name with effect from the date of registration of the new name by the ASIC.

By order of the Board 3 June 2026.

Hassan

Hamish George
Company Secretary

3

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OPTHEA

Notes

Required voting majorities

Resolution 1 is a special resolution and therefore requires at least 75% of the eligible votes cast by Shareholders present and voting at the meeting, whether in person, by proxy or attorney, or in the case of corporate Shareholders or proxies, by a natural person representative, to be cast in favour of Resolution 1.

Directors' recommendations and voting

Resolution 1 – Change of Company Name

The Board unanimously recommends that all Shareholders entitled to vote, vote in favour of Resolution 1.

Voting exclusion statements

No voting exclusions apply to the Resolution.

Appointing the Chair as your proxy

If you appoint the Chair of the meeting as your proxy and you do not specify how the Chair is to vote on the Resolution, the proxy appointment expressly authorises the Chair to exercise the proxy.

The Chair intends to vote all available and undirected proxies in favour of the Resolution, subject to any voting exclusions. In exceptional circumstances the Chair's intentions may change subsequently. If there is a change to how the Chair intends to vote undirected proxies, the Company will make an immediate announcement to ASX stating that fact and explaining the reasons for the change.

Attendance

The meeting will be held via an online platform provided by Opthea's share registrar, Computershare Investor Services Pty Limited (Computershare) at https://meetnow.global/MSTYFWX, which will provide a reasonable opportunity for Shareholders to participate. Shareholders attending the meeting via the online platform will be able to hear any discussion, submit written questions and vote. We will endeavour to address appropriate questions at the meeting.

We strongly recommend that Shareholders who wish to participate log in to the online portal at least 15 minutes prior to the scheduled start time.

More information regarding virtual attendance at the meeting (including how to vote and ask questions) is available at www.computershare.com.au/virtualmeetingguide.

Technical issues

Technical difficulties may arise during the course of the virtual meeting. The Chair has discretion as to whether and how the meeting should proceed in the event that a technical difficulty arises. In exercising this discretion, the Chair will have regard to the number of Shareholders impacted and the extent to which participation in the business of the meeting is affected. Where the Chair considers it appropriate, the Chair may continue to hold the meeting and transact business, including conducting a poll and voting in accordance with valid proxy instructions.

For this reason, Shareholders are encouraged to appoint a proxy and submit a directed proxy vote, even if they plan to attend the meeting online. Similarly, if a Shareholder is unable to participate in the virtual meeting, or will not have access to a device or the internet, they are encouraged to appoint a proxy and submit a directed proxy vote. See page 6 for further details.

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OPTHEA

How to vote

Shareholders can vote at the meeting:

(a) through the online platform; or
(b) by appointing a proxy (see below).

Voting entitlements

Opthea has determined that for the purposes of voting at the meeting or at any adjourned meeting, Shares will be taken to be held by those persons recorded on the register of members at the Voting Entitlement Time (as specified below).

Voting Entitlement Time

In accordance with Regulation 7.11.37 of the Corporations Regulations 2001 (Cth), all securities of the Company that are quoted on ASX at 7.00pm (Melbourne time) on Wednesday, 1 July 2026 (the Voting Entitlement Time), are taken, for the purposes of the above meeting, to be held by the persons who held them at that time. Only those persons will be entitled to vote at the meeting on Friday, 3 July 2026.

Resolution will be by poll

The Resolution considered at the meeting will be conducted by a poll, rather than on a show of hands.

Joint holders

When joint holders are named in the register of members only one joint holder may vote. If more than one of the joint holders is present at the meeting, only the person whose name appears first in the register of members will be entitled to vote. If more than one holder votes at the meeting, only the vote of the first named of the joint holders in the register of members will be counted.

Voting in person or by attorney

Shareholders or their attorneys wishing to vote in person should attend the meeting and can vote through the online platform.

Voting by corporate representative

Corporate Shareholders or proxies wishing to vote by corporate representative should:

(a) obtain an appointment of corporate representative form from Computershare;
(b) complete and send the form in accordance with the instructions on the form.

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OPTHEA

Proxies

1. A Shareholder entitled to attend and vote at the meeting has a right to appoint not more than two proxies to attend and vote in the Shareholder's place.
2. The proxy need not be a Shareholder of the Company. A proxy may be an individual or a body corporate.
3. A Shareholder who is entitled to cast two or more votes may appoint up to two proxies to attend and vote at the meeting and, in the case of such an appointment, should specify the proportion or number of votes each proxy is appointed to exercise. If no such proportion or number is specified, each proxy may exercise half of the votes. Fractions of votes will be disregarded.
4. Where a Shareholder appoints two proxies, on a poll each proxy may only exercise votes in respect of those Shares or voting rights the proxy represents.
5. A proxy may decide whether to vote on an item of business, except where the proxy is required by law or the constitution to vote, or abstain from voting, in his or her capacity as proxy. If a proxy is directed how to vote on an item of business, the proxy may only vote on the item as directed. If a proxy is not directed how to vote on an item of business, the proxy may vote as he or she thinks fit.
6. If the abstention box on the proxy form for any item of business is marked, the proxy will be directed not to vote on a poll and the relevant Shares will not be counted in calculating the required majority on a poll.
7. Shareholders who intend to appoint the Company's Chair as proxy (including an appointment by default) should have regard to the information above under the heading 'Appointing the Chair as your proxy'.
8. The proxy form included in the Notice must be signed by the Shareholder or the Shareholder's attorney and, in the case of a joint holding, by each of the joint holders.
9. If the proxy form is signed by the Shareholder but does not name the proxy or proxies in whose favour it is given, or the proxy does not attend the meeting, the Chair may either act as proxy or complete the proxy form by inserting the name of a Director or the Company Secretary of Opthea.
10. The appointment of one or more duly appointed proxies will not preclude a Shareholder from attending this meeting and voting personally. If the Shareholder votes on the Resolution, the proxy must not vote as the Shareholder's proxy on the Resolution.
11. To be valid, a proxy form signed under a power of attorney or other authority (if any) must be accompanied by the signed power of attorney, or a certified copy of the power of attorney.
12. Proxies given by a corporation must be signed either under seal or under the hand of a duly authorised attorney. In addition, should the constitution of a corporation permit the execution of documents without using a common seal, the documents must be signed by two directors or a director and a company secretary, or for a proprietary company that has a sole director who is also a company secretary, that sole director.
13. If a body corporate is appointed as proxy, please write the full name of that body corporate (e.g. Company X Pty Ltd). Do not use abbreviations. The body corporate will need to ensure that it:
    (a) appoints an individual as its corporate representative to exercise its powers at meetings, in accordance with section 250D of the Corporations Act; and
    (b) provides satisfactory evidence of the appointment of its corporate representative prior to commencement of the meeting.
    If no such evidence is received before the meeting, then the body corporate (through its representative) will not be permitted to act as your proxy.

6

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OPTHEA

1. Shareholders wishing to vote by proxy must complete, sign, and deliver the enclosed personalised proxy form in accordance with the instructions on the form so that it is received prior to 10:00am (Melbourne time) on Wednesday, 1 July 2026 by:

(a) online at: http://www.investorvote.com.au;
(b) intermediary online subscribers only (custodians), submit your voting intentions via www.intermediaryonline.com;
(c) post in the reply-paid envelope provided, to:

Opthea Limited
C/– Computershare Investor Services Pty Limited
GPO Box Reply Paid 242 Melbourne, Victoria, 3001; or

(d) fax, to:

Opthea Limited
C/– Computershare Investor Services Pty Limited
on 1800 783 447 (within Australia) or;
+61 3 9473 2555 (outside Australia).

Recording devices

In the absence of special permission, the Chair will require that any recording or broadcasting device (including tape recorders, mobile telephones, still cameras and video cameras) and any article which may be dangerous, offensive or liable to cause disruption, be turned off.

Questions and comments by Shareholders at the meeting

1. In accordance with the Corporations Act, a reasonable opportunity will be given to Shareholders as a whole to ask questions about or to make comments upon the management of the Company including the Resolution at the meeting.
2. Shareholders may also provide written questions to the Company to be submitted no later than 10:00am (Melbourne time) on Wednesday, 1 July 2026, and should be submitted to: info@opthea.com or via the online portal http://www.investorvote.com.au.

Definitions

Words that are defined in the Glossary have the same meaning when used in the Notice unless the context requires, or the definitions in the Glossary provide, otherwise.

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OPTHEA

Explanatory notes

These explanatory notes accompany and form part of, and should be read together with, the Notice.

Resolution 1

Change of Company Name

(a) Background

Since 9 December 2015, the Company has operated under the name "Opthea Limited", during which time its primary activities and strategic focus have centred on ophthalmology, including the development of its lead asset, OPT-302, for the treatment of wet age-related macular degeneration.

The Company now proposes to change its name from "Opthea Limited" to "Ceryvyn Therapeutics Limited".

As outlined in the Company's investor update lodged with ASX on 17 December 2025, and in the ASX re-quotation announcement lodged on or around the date of this Notice of Meeting, Opthea has redirected the development of OPT-302 on the treatment of lymphangioleiomyomatosis (LAM), a rare and debilitating lung disease primarily impacting women, with significant unmet need and strong alignment with the asset's underlying biology.

This evolution represents a meaningful shift in the Company's therapeutic focus and broader strategic direction. The proposed new name, Ceryvyn Therapeutics Limited, is intended to reflect this evolution and to create a new corporate identity aligned with the Company's scientific capabilities and long-term ambitions as it enters a new phase of development and market engagement.

The Board considers that adopting the new name will strengthen the Company's differentiation and visibility in global biotechnology markets, particularly as it advances its LAM program and deepens engagement with partners, patient communities and investors pursuant to its new business purpose and strategy now and in the future.

The name "Ceryvyn Therapeutics Limited" has been reserved by the Company with ASIC. Following the change of name taking effect, the Board will request that ASX changes the Company's ASX listing code from "OPT" to "CYV" after the change of name takes effect. The code "CYV" has been reserved by the Company.

(b) Sections 157(1) and 136(2) of the Corporations Act

Section 157(1)(a) of the Corporations Act provides that a company may change its name if the company passes a special resolution adopting a new name. The Company also seeks approval under section 136(2) of the Corporations Act to amend the Company's Constitution to reflect the change of name. Section 136(2) of the Corporations Act provides that a company may modify or repeal its constitution, or a provision of its constitution, by special resolution. For a special resolution to be passed, at least 75% of the votes validly cast on the resolution by shareholders present and eligible to vote (in person, by proxy, by attorney, or in the case of a Shareholder which is a corporation, by representative) (by the number of shares) must be in favour of the resolution.

If Resolution 1 is passed, the change of name and the amendment to the Constitution to reflect the name change will take effect when ASIC alters the details of the Company's registration. The change will not in itself, affect the legal status of the Company or any of its assets or liabilities.

Recommendation

The Board recommends that all Shareholders vote in favour of Resolution 1.

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OPTHEA

Glossary

ASIC	means the Australian Securities and Investments Commission.
ASX	means ASX Limited ACN 008 624 691 or, as the context requires, the financial market operated by it.
Board	means the board of Directors.
Chair	means the person appointed to chair the Company's meeting. The Company intends to appoint Dr. Jeremy Levin, the Company's current executive chair, to act as chair at the meeting.
Company or Opthea	means Opthea Limited ACN 006 340 567.
Computershare	means Computershare Investor Services Pty Limited ACN 078 279 277.
Constitution	means the constitution of the Company dated 21 April 2022.
Corporations Act	means Corporations Act 2001 (Cth).
Directors	means the directors of the Company and Director means any one of them.
Glossary	means this glossary.
Notice	means the notice of extraordinary general meeting.
Resolution	means the resolution set out in the Notice.
Share	means a fully paid ordinary share of the Company.
Shareholder	means a holder of at least one Share.
Voting Entitlement Time	has the meaning given to that term in the “Notes” section of the Notice.

If you have any questions about the meeting, the Resolution to be put to Shareholders or the proposals being considered, please contact Hamish George at hamish.george@bio101.com.

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OPTHEA

Opthea Limited

ABN 32 006 340 567

Need assistance?

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Phone: 1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

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Online: www.investorcentre.com/contact

OPT
MR SAM SAMPLE
FLAT 123
123 SAMPLE STREET
THE SAMPLE HILL
SAMPLE ESTATE
SAMPLEVILLE VIC 3030

Opthea Limited Extraordinary General Meeting

The Opthea Limited Extraordinary General Meeting will be held on Friday, 3 July 2026 at 10:00am (Melbourne time). You are encouraged to participate in the meeting using the following options:

MAKE YOUR VOTE COUNT

To lodge a proxy form, access the notice of Extraordinary General Meeting and other meeting documentation visit www.investorvote.com.au and use the below information:

Control Number: 999999
SRN/HIN: I9999999999
PIN: 99999

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

For your proxy appointment to be effective it must be received by 10:00am (Melbourne time) on Wednesday, 1 July 2026.

ATTENDING THE MEETING VIRTUALLY

To watch the webcast, ask questions and vote on the day of the meeting, please visit: https://meetnow.global/MSTYFWX

For instructions refer to the online user guide www.computershare.com.au/virtualmeetingguide

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.

Samples/000001/000001

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OPTHEA
Opthea Limited
ABN 32 006 340 567

Need assistance?

🔵 Phone:
1300 850 505 (within Australia)
+61 3 9415 4000 (outside Australia)

💻 Online:
www.investorcentre.com/contact

? YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 10:00am (Melbourne time) on Wednesday, 1 July 2026.

OPT
MR SAM SAMPLE
FLAT 123
123 SAMPLE STREET
THE SAMPLE HILL
SAMPLE ESTATE
SAMPLEVILLE VIC 3030

Proxy Form

How to Vote on the Item of Business

All your securities will be voted in accordance with your directions.

APPOINTMENT OF PROXY

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite the item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on the item your vote will be invalid on the item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you should specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged a power of attorney with the registry, please attach a certified photocopy of the power of attorney to this form when you return it.

Companies: With respect to an Australian company, where the company has a sole director who is also the sole company secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 (Cth)) does not have a company secretary, a sole director can also sign alone. Otherwise this form must be signed by a director jointly with either another director or a company secretary. Please indicate the office held by signing in the appropriate place. With respect to other entities, this form may be signed by one officer. Please give full name and title under the signature. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

PARTICIPATING IN THE MEETING

Corporate Representative
If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate "Appointment of Corporate Representative". A form may be obtained from Computershare or online at www.investorcentre.com/au and select "Printable Forms".

Lodge your Proxy Form: XX

Online:
Lodge your proxy form online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

Control Number: 999999
SRN/HIN: I9999999999
PIN: 99999

For Intermediary Online
subscribers (custodians) go to
www.intermediaryonline.com

By Mail:

Computershare Investor Services Pty Limited
GPO Box 242
Melbourne VIC 3001
Australia

By Fax:

1800 783 447 within Australia or
+61 3 9473 2555 outside Australia

? PLEASE NOTE:

For security reasons it is important that you keep your SRN/HIN confidential.

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.

Samples/000001/000002512

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MR SAM SAMPLE
FLAT 123
123 SAMPLE STREET
THE SAMPLE HILL
SAMPLE ESTATE
SAMPLEVILLE VIC 3030

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with 'X') should advise your broker of any changes.

I 9999999999

IND

Proxy Form

Please mark ☐ to indicate your directions

Step 1 Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Opthea Limited hereby appoint

☐ the Chair of the meeting
OR
PLEASE NOTE: Leave this box blank if you have selected the Chair of the meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Extraordinary General Meeting of Opthea Limited to be held as a virtual meeting on Friday, 3 July 2026 at 10:00am (Melbourne time) and at any adjournment or postponement of that meeting.

Step 2 Item of Business

PLEASE NOTE: If you mark the Abstain box for the item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

Resolution 1	Change of Company Name	For	Against	Abstain
		☐	☐	☐

The Chair of the meeting intends to vote undirected proxies in favour of the item of business. In exceptional circumstances, the Chair of the meeting may change his/her voting intention on the resolution, in which case an ASX announcement will be made.

Step 3 Signature of Securityholder(s)

This section must be completed.

Individual or Securityholder 1	Securityholder 2	Securityholder 3
Sole Director & Sole Company Secretary	Director	Director/Company Secretary
Update your communication details (Optional)
Mobile Number	Email Address	By providing your email address, you consent to receive future Notice of Meeting & Proxy communications electronically

OPT
325683A
Computershare