Full Press Release Details
NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY NOTES
Tuesday, 19 October 2021
9.00am (Melbourne time)
Due to Federal and State Government
restrictions regarding gatherings and COVID-19, the meeting will be held virtually via web.lumiagm.com/301-689-713.
IN THIS DOCUMENT YOU WILL FIND:
Enclosed separately is a proxy form with attendance and registration details.
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 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), 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.
This Notice 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).
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.
To receive and consider:
of Opthea for the year ended 30 June 2021.
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).
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
That Michael Sistenich 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.
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
That Lawrence Gozlan 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.
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
That Julia Haller, appointed by the Board as a director of Opthea on June 1, 2021, 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.
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
That Judith Robertson, appointed by the Board as a director of Opthea on June 1, 2021, 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.
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 30 June 2021 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.
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
That for the purposes of ASX Listing Rule 7.2 and for all other purposes, the Shareholders approve the adoption of the Amended and Restated
Long Term Incentive Plan included in this notice of meeting to replace the Company s existing Long Term Incentive Plan.
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 1,600,000 performance rights to Dr Megan Baldwin on the terms and conditions 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.
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 2,000,000 options to Dr Julia Haller, to acquire by way of issue upon exercise of the options, a like number of fully paid ordinary 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.
To consider and, if thought fit, to pass the following resolution as an ordinary
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 2,000,000 options to Ms Judith Robertson, to acquire by way of issue upon exercise of the options, a like number of fully paid ordinary 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.
Board 13 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
Resolution 1 Re-election of Director Mr Michael Sistenich
The Board (Mr Sistenich abstaining) unanimously recommends that all Shareholders entitled to vote, vote in favour of Resolution 1.
Resolution 2 Re-Election of Director Mr Lawrence Gozlan
The Board (Mr Gozlan abstaining) unanimously recommends that all Shareholders entitled to vote, vote in favour of Resolution 2.
Resolution 3 Election of Director Dr Julia Haller
The Board (Dr Haller abstaining) unanimously recommends that all Shareholders entitled to vote, vote in favour of Resolution 3.
Resolution 4 Election of Director Ms Judith Robertson
The Board (Ms Robertson abstaining) unanimously recommends that all Shareholders entitled to vote, vote in favour of Resolution 4.
Resolution 5 Adoption of remuneration report
Board unanimously recommends that all Shareholders entitled to vote, vote in favour of Resolution 5.
Voting exclusions apply to members of the KMP,
details of whose remuneration are included in the remuneration report as well as Closely Related Parties of such members.
Closely Related Parties of a member of the KMP include certain family members, dependents as well as companies
they control. Voting exclusions also apply to members of the Company s KMP and their Closely Related Parties voting as proxies on this Resolution. See the section below headed Voting Exclusion Statements for further details.
Resolution 6 Approval and adoption of amended and restated long-term incentive plan
The Board unanimously recommends that all Shareholders entitled to vote, vote in favour of Resolution 6.
Resolution 7 Approval of issue of performance rights awarded to Dr Megan Baldwin
The Board (Dr Baldwin abstaining) unanimously recommends that all Shareholders entitled to vote, vote in favour of Resolution 7.
Voting exclusions apply to certain persons. See the section below headed Voting Exclusion Statements for further details.
Resolutions 8 and 9 Issue of options to Dr Julia Haller and Ms Judith Robertson under the non-executive
director share and option plan
Dr Julia Haller and Ms Judith Robertson decline to make a recommendation to Shareholders in relation to Resolutions 8
and 9 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.