Full Press Release Details
ADDITIONAL AGM RESOLUTION & ADDENDUM TO THE NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY NOTES
Opthea Limited (ASX:OPT) gives notice that, in relation to the Notice of Annual General Meeting released to ASX on 13 September 2021 (Notice of
Meeting) in respect of the Annual General Meeting (AGM) to be held at 9:00 (AEDT) on Tuesday, 19 October 2021 virtually via web.lumiagm.com/301689713, the Directors have determined to add a new Resolution 10 as set out below to the items of
business to be considered by Shareholders at the Meeting. The Directors have determined to amend and supplement the information contained in the Explanatory Statement provided to Shareholders in relation to the matters set out in this Addendum to
the Notice of Meeting.
Terms and abbreviations used in the Notice of Meeting have the same meaning in this Addendum to the Notice of Meeting unless
otherwise updated in this Addendum to the Notice of Meeting.
This Addendum should be read in its entirety along with the Notice of Meeting. If Shareholders are in doubt as to how they should vote, they should seek advice
from their professional advisers prior to voting.
IN THIS DOCUMENT YOU WILL FIND:
Enclosed separately is a proxy form with attendance and registration details.
ADDENDUM TO NOTICE OF ANNUAL GENERAL MEETING
The annual general meeting of Opthea Limited (Opthea or the Company), will be held on Tuesday, 19 October 2021 at 9.00am (Melbourne time).
This addendum to the Notice of Meeting (Addendum) should be read in conjunction with the Notice of Meeting, and its 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), explanatory notes accompanying the resolutions to be put to
Shareholders. If you are unable to attend the annual general meeting, please complete and return the enclosed proxy form in accordance with the specified directions (see below).
This Addendum does not constitute an offer to sell or the solicitation of an offer to buy any securities. Any offers, solicitations or offers to buy, or any
sales of securities will be made in accordance with, among other things, the registration requirements of the U.S. Securities Act of 1933, as amended (Securities Act).
REPLACEMENT PROXY FORM
Enclosed with this Addendum is a
new proxy form (New Proxy Form). Shareholders are advised that:
If you submit the New Proxy Form enclosed with this Addendum,
any Proxy Form enclosed with the Notice of Meeting which has been completed by you will be disregarded. The Company reserves the right to accept Proxy Forms dispatched with the Notice of Meeting received from Shareholders in the event that a New
Proxy Form enclosed with this Addendum is not provided by the relevant Shareholder.
New Proxy Forms must be received by the Company no later than 9.00am
(AEST) Sunday 17th October.
IMPORTANT NOTICE REGARDING ATTENDANCE AND THE VIRTUAL MEETING
Due to the global COVID-19 pandemic, the Company has taken steps to ensure all Shareholders can participate in the
meeting virtually online while maintaining their health and safety and abiding by Federal and State Government requirements and guidelines regarding COVID-19. Shareholders will not be able to attend the
Shareholders do not need to attend the meeting physically in order to cast their votes or to participate in the meeting. Accordingly,
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 a Resolution) by completing and returning the proxy form.
ATTENDING THE MEETING ONLINE
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 web.lumiagm.com/301-689-713 on
your smartphone, tablet or computer.
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.
ADDITIONAL AGENDA ITEM
Election of Director
Dr Jeremy Levin (Resolution 10)
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
That Jeremy Levin, appointed by the Board as a director of Opthea on October 5, 2020, and who will retire at the meeting in accordance with clause 57.2 of
Opthea s constitution, and being eligible, be elected as a director of Opthea.
By order of the Board 20 September 2021.
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 favour of the relevant Resolution.
DIRECTORS RECOMMENDATIONS AND VOTING
10 Election of Director Dr Jeremy Levin
The Board (Dr Levin abstaining) unanimously recommends that all Shareholders entitled to vote,
vote in favour of Resolution 10.
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 a Resolution, the proxy appointment expressly
authorizes the Chair to exercise the proxy even if the Resolution may be connected directly or indirectly with the remuneration of a member of the KMP of the Company.
The Chair intends to vote all available and undirected proxies in favour of all Resolutions, subject to the above 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
Please note that Dr Levin will not Chair the meeting when it is considering this Resolution 10.
The meeting will be held via an online
platform provided by Opthea s share registrar, Computershare Investor Services Pty Limited (Computershare) at web.lumiagm.com/301-689-713, 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
Shareholders can vote at the meeting:
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 7pm (Melbourne time) on Sunday 17 October 2021 (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 Tuesday, 19 October 2021.
All resolutions will be by poll
considered at the meeting will be conducted by a poll, rather than on a show of hands.
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:
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.
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.
Computershare Investor Services Pty Limited
GPO Box Reply Paid 242 Melbourne,
Computershare Investor Services
on 1800 783 447 (within Australia) or;
+61 3 9473 2555 (outside Australia).
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
Computershare Investor Services Pty Limited GPO Box 242, Melbourne, Victoria, 3001, Australia; or
Words that are defined in the Glossary have the same meaning when used in this Notice unless the context requires, or the definitions in the Glossary provide,
These explanatory notes accompany and form part of, and should be read together with, the Notice.