Opthea Ltd — Share Issue/Capital Change 2021

Nov 10, 2021

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Announcement Summary

Entity name

OPTHEA LIMITED

Date of this announcement

Thursday November 11, 2021

The +securities the subject of this notification are:

+Securities issued under an +employee incentive scheme that are subject to a restriction on transfer and are not being quoted on ASX until the restriction ends

Total number of +securities to be issued/transferred

		Total number of
ASX +security		+securities to be
code	Security description	issued/transferred	Issue date
New class - code	Performance Rights with various dates exercise	1,600,000	19/10/2021
to be confirmed	and various prices

Refer to next page for full details of the announcement

Notification of Issue, Conversion or Payment up of Unquoted E it S iti

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 1 - Entity and announcement details

1.1 Name of entity

OPTHEA LIMITED

We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities.

1.2 Registered number type

ACN

Registration number

006340567

1.3 ASX issuer code

OPT

1.4 The announcement is

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New announcement

1.5 Date of this announcement

11/11/2021

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Part 2 - Issue details

2.1 The +securities the subject of this notification are:

+Securities issued under an +employee incentive scheme that are subject to a restriction on transfer and are not being quoted on ASX until the restriction ends

2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and which:

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does not have an existing ASX security code ("new class")

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Part 3C - number and type of +securities the subject of this notification (new class) where issue has not previously been notified to ASX in an Appendix 3B

New +securities issued under an +employee incentive scheme

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ASX +security code +Security description
New class - code to be confirmed Performance Rights with various dates exercise and
various prices
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+Security type	ISIN code
Other
Date the +securities the subject of this	notification were issued
19/10/2021
Will all the +securities issued in this class rank equally in all respects from their issue date?
Yes

Were any of the +securities issued to +key management personnel (KMP) or an +associate?
Yes
Provide details of the KMP or +associates being issued +securities.
Name of KMP Name of registered holder Number of +securities
Megan Baldwin Megan Baldwin 1,600,000
Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being
issued. LTIP plan as attached to AGM Notice https://wcsecure.weblink.com.au/pdf/OPT/02420979.pdf

Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms https://wcsecure.weblink.com.au/pdf/OPT/02420979.pdf LTIP plan as attached to AGM Notice Any other information the entity wishes to provide about the +securities the subject of this notification

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

Issue details

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Number of +securities

1,600,000

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Part 4 - +Securities on issue

Following the issue, conversion or payment up of the +securities the subject of this application, the +securities of the entity will comprise:

(A discrepancy in these figures compared to your own may be due to a matter of timing if there is more than one application for quotation/issuance currently with ASX for processing.)

4.1 Quoted +Securities (Total number of each +class of +securities quoted)

	Total number of
ASX +security code and description	+securities on issue
OPT : ORDINARY FULLY PAID	351,189,280

4.2 Unquoted +Securities (Total number of each +class of +securities issued but not quoted on ASX)

	Total number of
ASX +security code and description	+securities on issue
OPTAB : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES	16,213,000
New class - code to be confirmed : Performance Rights with various dates exercise and	1,600,000
various prices

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Part 5 - Other Listing Rule requirements

5.1 Were the +securities issued under an exception in Listing Rule 7.2 and therefore the issue did not need any security holder approval under Listing Rule 7.1? No

5.2 Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1? Yes

5.2a Date of meeting or proposed meeting to approve the issue under listing rule 7.1

19/10/2021

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