Opthea Ltd — Share Issue/Capital Change 2021

Nov 9, 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

Wednesday November 10, 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
OPTAB	OPTION EXPIRING VARIOUS DATES EX	4,000,000	19/10/2021
	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

10/11/2021

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

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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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has an existing ASX security code ("existing class")

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

Additional +securities in an existing class issued under an +employee incentive scheme

ASX +security code and description

OPTAB : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES

Date the +securities the subject of this notification were issued

19/10/2021

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class 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
Judith Robertson	Judith Roberston	2,000,000
Julia Haller	Julia Haller	2,000,000

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 per approved at 2021 AGM
Opthea Non-Executive Director Share and
Option Plan (NED Plan) https://wcsecure.weblink.com.au/pdf/OPT/02279822.pdf

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

4,000,000

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

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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	20,213,000

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

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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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