ASX, NASDAQ and Media Release 25 August 2022 Share Purchase Plan Letter to Eligible Shareholders and SPP Booklet Melbourne, Australia; 25 August 2022 Opthea Limited (ASX:OPT; NASDAQ: OPT) ( Opthea ), a clinical stage bio

ASX, NASDAQ and Media Release

Letter to Eligible Shareholders and SPP Booklet

Melbourne, Australia; 25 August 2022 Opthea Limited (ASX:OPT;

NASDAQ: OPT) (Opthea), a clinical stage biopharmaceutical company developing novel therapies to treat highly prevalent and progressive retinal diseases, confirms its share purchase plan ( SPP ) offer opens today. Attached is:

Eligible Shareholders who have provided an e-mail

address will be sent an e-mail communication. Eligible Shareholders who have not provided an e-mail address will receive the SPP Offer Letter via

The SPP offer is expected to close at 5.00pm (Melbourne time) on Friday, 16 September 2022.

Opthea (ASX:OPT; Nasdaq:OPT) is a

biopharmaceutical company developing novel therapies to address the unmet need in the treatment of highly prevalent and progressive retinal diseases, including wet age-related macular degeneration (wet AMD)

and diabetic macular edema (DME). Opthea s lead product candidate OPT-302 is in pivotal Phase 3 clinical trials and being developed for use in combination with

Investment in Biotechnology Companies

There are a number of inherent risks associated with the development of pharmaceutical products to a marketable

stage. The lengthy clinical trial process is designed to assess the safety and efficacy of a drug prior to commercialization and a significant proportion of drugs fail one or both of these criteria. Other risks include uncertainty of patent

protection and proprietary rights, whether patent applications and issued patents will offer adequate protection to enable product development, the obtaining of necessary drug regulatory authority approvals and difficulties caused by the rapid

advancements in technology. Companies such as Opthea are dependent on the success of their research and development projects and on the ability to attract funding to support these activities. Investment in research and development projects cannot be

assessed on the same fundamentals as trading and manufacturing enterprises. Therefore, investment in companies specializing in drug development must be regarded as highly speculative. Opthea strongly recommends that professional investment advice be

sought prior to such investments.

This ASX announcement is not a disclosure document and should not be considered as investment advice. The information contained in this ASX announcement is for

information purposes only and should not be considered an offer or an invitation to acquire Company securities or any other financial products and does not and will not form part of any contract for the acquisition of New Shares.

In particular, this ASX announcement does not constitute an offer to sell, or a solicitation of any offer to buy, any securities in the United States or any

other jurisdiction in which such an offer would be illegal or impermissible. The securities to be offered and sold in the SPP have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the U.S. Securities

Act ), or the securities laws of any state or other jurisdiction of the United States. No public offering of securities is being made in the United States. Accordingly, the securities to be offered and sold in the SPP may only be offered and

sold outside the United States in offshore transactions (as defined in Rule 902(h) under Regulation S of the U.S. Securities Act ( Regulation S )) in reliance on Regulation S, unless they are offered and sold in a transaction

registered under, or exempt from, or in a transaction not subject to, the registration requirements of, the U.S. Securities Act and applicable U.S. state securities laws.

Authorized for release to ASX by Megan Baldwin, CEO & Managing Director