Opthea : Notice of Annual General Meeting/Proxy Form

HOPE IS ON THE HORIZON

NoTIce of AnNual General MeETING and ExplaNATORy NoTES

01 Opthea Limited

Notice of Annual General Meeting and Explanatory Notes

Date:

Thursday, November 30, 2023

Time:

9:00am (Melbourne time)

Location:

The meeting will be held virtually via https://meetnow.global/MJUY4AV.

In this document you will find:

1. a notice of annual general meeting; and
2. explanatory notes which have an explanation of, and information about, the resolutions set out in the notice of annual general meeting.

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

Contents

1. Notice of Annual General Meeting and Explanatory Notes
2. Notice of Annual General Meeting

1. Notes

1. Explanatory Notes

1. Glossary

31 Annexure A

Non-Executive Directors Share and Option Plan Rules

60 Annexure B

Long Term Incentive Plan Rules

Notice of Annual General Meeting and Explanatory Notes

02

Notice of Annual General Meeting

The annual general meeting of Opthea Limited (Opthea or the Company), will be held virtually via https://meetnow.global/MJUY4AV on Thursday, November 30, 2023 at 9:00am (Melbourne time).

This notice of annual 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, appointing the Chair as your proxy, how to vote and proxies) and the explanatory notes accompanying the resolutions 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 annual 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:

1. participating in the virtual meeting and casting a vote online; or
2. appointing the Chair as their proxy (and where desired, direct the Chair how to vote on a 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/MJUY4AV 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 follow the instructions below.

1. Click on 'Join Meeting Now'.
2. Enter your SRN/HIN. Proxyholders will need to contact Computershare on [phone] 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 Continue'.

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.

03 Opthea Limited

Notice of Annual General Meeting (cont.)

Business

1. Financial statements and reports

To receive and consider:

1. the financial statements;
2. the Directors' report; and
3. the Auditor's report,

of Opthea for the year ended June 30, 2023.

2. Other business

To deal with any other business that may legally be brought before the annual general meeting in accordance with Opthea's constitution and the Corporations Act 2001 (Cth) (Corporations Act).

Resolutions

3. Change in non-executive Director remuneration pool (Resolution 1)

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

That, for the purposes of clause 61.1 of the Company's constitution and ASX Listing Rule 10.17 and for all other purposes, approve a change in the maximum aggregate remuneration the non-executive Directors as a whole may be provided for their services from A$1,000,000 to US$800,000 in the aggregate.

4. Re-Election of Director - Mr. Quinton Oswald (Resolution 2)

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

That Quinton Oswald be re-elected as a Director of the Company, who is retiring by rotation in accordance with article 58.1 of the Company's constitution.

5. Re-Election of Director - Dr. Susan Orr (Resolution 3)

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

That Dr. Susan Orr be re-elected as a Director of the Company, who is retiring by rotation in accordance with article 58.1 of the Company's constitution.

6. Re-Election of Director - Mr. Anshul Thakral (Resolution 4)

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

That Anshul Thakral, appointed by the Board as a director of Opthea on June 7, 2023, and who will retire at the meeting in accordance with article 57.2 of Opthea's constitution, and being eligible, be re-elected as a director of Opthea.

Notice of Annual General Meeting and Explanatory Notes

04

Notice of Annual General Meeting (cont.)

7. Adoption of remuneration report (Resolution 5)

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, the remuneration report for the Company for the year ended June 30, 2023 be adopted.

Note: In accordance with section 250R(3) of the Corporations Act, the vote on this Resolution will be advisory only and will not bind Opthea or its Directors.

8. Issue of options to Dr. Jeremy Levin under the non-executive director share and option plan (Resolution 6)

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

That approval is given for all purposes, including for the purpose of ASX Listing Rule 10.14 and sections 200B and 200E

of the Corporations Act, to the issue of 3,000,000 options to Jeremy Levin, to acquire by way of issue upon exercise of the options, a like number of Shares in the Company, pursuant to the Company's non-executive director share and option plan (NED Plan), on the terms set out in the explanatory notes which accompany this Notice.

Note: If approval is given under ASX Listing Rule 10.14 (which will be an effect of passing the above Resolution), approval is not required under ASX Listing Rules 7.1 and 10.11.

9. Issue of options to Mr. Lawrence Gozlan under the NED Plan (Resolution 7)

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

That approval is given for all purposes, including for the purpose of ASX Listing Rule 10.14 and sections 200B and 200E of the Corporations Act, to the issue of 500,000 options to Lawrence Gozlan, to acquire by way of issue upon exercise of the options, a like number of Shares, pursuant to the Company's NED Plan, on the terms set out in the explanatory notes which accompany this Notice.

Note: If approval is given under ASX Listing Rule 10.14 (which will be an effect of passing the above Resolution), approval is not required under ASX Listing Rules 7.1 and 10.11.

10. Issue of options to Mr. Anshul Thakral under the NED plan (Resolution 8)

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

That approval is given for all purposes, including for the purpose of ASX Listing Rule 10.14 and sections 200B and 200E of the Corporations Act, to the issue of 1,000,000 options to Anshul Thakral, to acquire by way of issue upon exercise of the options, a like number of Shares in the Company, pursuant to the Company's NED Plan, on the terms set out in the explanatory notes which accompany this Notice.

Note: If approval is given under ASX Listing Rule 10.14 (which will be an effect of passing the above Resolution), approval is not required under ASX Listing Rules 7.1 and 10.11.

05 Opthea Limited

Notice of Annual General Meeting (cont.)

11. Issue of options to Dr. Megan Baldwin under the long term incentive plan (Resolution 9)

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

That approval is given for all purposes, including for the purpose of ASX Listing Rule 10.14 and sections 200B and 200E of the Corporations Act, to the issue of 3,000,000 options to Megan Baldwin, to acquire by way of issue upon exercise of the options, a like number of Shares in the Company, pursuant to the Company's long term incentive plan (LTIP), on the terms set out in the explanatory notes which accompany this Notice.

Note: If approval is given under ASX Listing Rule 10.14 (which will be an effect of passing the above Resolution), approval is not required under ASX Listing Rules 7.1 and 10.11.

12. Ratification of Shares and Options (Resolution 10)

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify and approve the issue under Listing Rule 7.1 by the Company of 43,478,260 Shares and 21,739,130 Options to certain professional and sophisticated investors on the terms and conditions set out in the explanatory notes which accompany this Notice.

By order of the Board October 27, 2023.

Karen Adams

Company Secretary

Notice of Annual General Meeting and Explanatory Notes

06

Notes

Required voting majorities

All of the Resolutions require a simple majority 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 favor of the relevant Resolution.

Directors' recommendations and voting

Resolution 1 - Change in non-executive Director remuneration pool

Each non-executive Director declines to make a recommendation to Shareholders in relation to Resolution 1 so as to avoid any perceived conflict of interest in making a recommendation on the increase in non-executive Director remuneration pool.

Dr. Baldwin (being the only Director who is not a non-executive Director) considers the increase in non-executive Director remuneration pool in these circumstances to be appropriate and reasonable and recommends that all Shareholders entitled to vote, vote in favor of Resolution 1.

Voting exclusions apply to certain persons. See the section below headed 'Voting Exclusion Statements' for further details.

Resolution 2 - Re-Election of Director - Mr. Quinton Oswald

The Board (Mr. Oswald abstaining) unanimously recommends that all Shareholders entitled to vote, vote in favor of Resolution 2.

Resolution 3 - Re-Election of Director - Dr. Susan Orr

The Board (Dr. Orr abstaining) unanimously recommends that all Shareholders entitled to vote, vote in favor of Resolution 3.

Resolution 4 - Re-Election of Director - Mr. Anshul Thakral

The Board (Mr. Thakral abstaining) unanimously recommends that all Shareholders entitled to vote, vote in favor of Resolution 4.

Resolution 5 - Adoption of remuneration report

The Board unanimously recommends that all Shareholders entitled to vote, vote in favor of Resolution 5.

Voting exclusions apply to certain persons. See the section below headed 'Voting Exclusion Statements' for further details.

Resolutions 6, 7 and 8 - Issue of options to Dr. Jeremy Levin, Mr. Lawrence Gozlan and Mr. Anshul Thakral under the NED Plan

Dr. Levin, Mr. Gozlan and Mr. Thakral decline to make a recommendation to Shareholders in relation to Resolutions 6, 7 and 8 (respectively) so as to avoid any perceived conflict of interest in making a recommendation on the issue of options to non-executive Directors pursuant to the NED Plan.

The Board (Dr. Levin abstaining in respect of Resolution 6, Mr. Gozlan abstaining in respect of Resolution 7 and Mr. Thakral abstaining in respect of Resolution 8) unanimously recommends that all Shareholders entitled to vote, vote in favor of Resolutions 6, 7 and 8.

Voting exclusions apply to certain persons. See the section below headed 'Voting Exclusion Statements' for further details.

07 Opthea Limited

Notes (cont.)

Resolution 9 - Issue of options to Dr. Megan Baldwin under the LTIP

The Board (Dr. Baldwin abstaining) unanimously recommends that all Shareholders entitled to vote, vote in favor of Resolution 9. Voting exclusions apply to certain persons. See the section below headed 'Voting Exclusion Statements' for further details.

Resolution 10 - Ratification of Shares and Options

The Board unanimously recommends that all Shareholders entitled to vote, vote in favor of Resolution 10.

Voting exclusions apply to certain persons. See the section below headed 'Voting Exclusion Statements' for further details.

Voting exclusion statements

Resolution 1 - Increase in non-executive Director remuneration pool

Listing Rule requirements

The Company will disregard any votes cast on Resolution 1 by or on behalf of:

1. a Director of the Company; or
2. an associate of a Director of the Company.

However, this does not apply to a vote cast in favor of this Resolution by:

1. a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with the directions given to the proxy or attorney to vote on this Resolution in that way; or
2. the Chair as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair to vote on this Resolution as the Chair decides; or
3. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
4. 1. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on this Resolution; and
   2. the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Corporations Act requirements

A member of the KMP of the Company and any of their Closely Related Parties must not vote as a proxy on Resolution 1 unless the proxy appointment specifies the way the proxy is to vote on the Resolution.

However, the restriction outlined in the previous paragraph does not apply if:

1. the proxy is the Chair of the meeting; and
2. the proxy appointment expressly authorizes the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Company's KMP.

Notice of Annual General Meeting and Explanatory Notes

08

Notes (cont.)

Resolution 5 - Adoption of remuneration report

The Company will disregard any votes cast on Resolution 5 by or on behalf of:

1. a member of the KMP, details of whose remuneration are included in the Company's remuneration report for the year ended June 30, 2023; or
2. a Closely Related Party of such a member.

However, the Company will not disregard the vote of a person described in paragraph (a) or (b) above on the Resolution if the vote is not cast on behalf of a person described in either paragraph and either:

1. the person is appointed as a proxy by writing that specifies the way the proxy is to vote on the Resolution; or
2. the person is the Chair of the meeting and the appointment of the Chair as proxy:
3. 1. does not specify the way the proxy is to vote on the Resolution; and
   2. expressly authorizes the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the KMP.

Resolution 6 - Issue of options to Dr. Jeremy Levin under the NED Plan

Listing Rule requirements

The Company will disregard any votes cast in favor of this Resolution by or on behalf of:

1. Dr. Levin (and a person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the NED Plan); or
2. an associate of Dr. Levin.

However, this does not apply to a vote cast in favor of this Resolution by:

1. a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with the directions given to the proxy or attorney to vote on this Resolution in that way; or
2. the Chair as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair to vote on this Resolution as the Chair decides; or
3. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
4. 1. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on this Resolution; and
   2. the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Corporations Act requirements

A vote on Resolution 6 must not be cast (in any capacity) by or on behalf of Dr. Levin or any of his associates. However, a vote may be cast by such a person if:

1. the person is appointed as proxy by writing that specifies the way the proxy is to vote on the Resolution; and
2. it is not cast on behalf of Dr. Levin or an associate of Dr. Levin.

09 Opthea Limited

Notes (cont.)

Resolution 7 - Issue of options to Mr. Lawrence Gozlan under the NED Plan

Listing Rule requirements

The Company will disregard any votes cast in favor of this Resolution by or on behalf of:

1. Mr. Gozlan (and a person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the NED Plan); or
2. an associate of Mr. Gozlan.

However, this does not apply to a vote cast in favor of this Resolution by:

1. a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with the directions given to the proxy or attorney to vote on this Resolution in that way; or
2. the Chair as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair to vote on this Resolution as the Chair decides; or
3. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
4. 1. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on this Resolution; and
   2. the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Corporations Act requirements

A vote on Resolution 7 must not be cast (in any capacity) by or on behalf of Mr. Gozlan or any of his associates. However, a vote may be cast by such a person if:

1. the person is appointed as proxy by writing that specifies the way the proxy is to vote on the Resolution; and
2. it is not cast on behalf of Mr. Gozlan or an associate of Mr. Gozlan.

Resolution 8 - Issue of options to Mr. Anshul Thakral under the NED Plan

Listing Rule requirements

The Company will disregard any votes cast in favor of this Resolution by or on behalf of:

1. Mr. Thakral (and a person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the NED Plan); or
2. an associate of Mr. Thakral.

However, this does not apply to a vote cast in favor of this Resolution by:

1. a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with the directions given to the proxy or attorney to vote on this Resolution in that way; or
2. the Chair as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair to vote on this Resolution as the Chair decides; or
3. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
4. 1. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on this Resolution; and
   2. the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.