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NOTICE OF EXTRAORDINARY GENERAL MEETING AND EXPLANATORY NOTES
IN THIS DOCUMENT YOU WILL FIND:
Enclosed separately is a proxy form with attendance and registration details.
NOTICE OF EXTRAORDINARY GENERAL MEETING
Notice is given that an Extraordinary General Meeting (EGM) of shareholders of Opthea Limited (ACN 006 340 567) (Opthea or the
Company) will be held at:
The meeting will be conducted
online (at https://meetnow.global/M7QYL26)
This notice of EGM (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 EGM,
please complete and return the enclosed proxy form in accordance with the specified directions.
IMPORTANT NOTICE REGARDING ATTENDANCE AND THE VIRTUAL
In accordance with its constitution, the Company has taken decided to hold this meeting virtually to ensure all Shareholders can participate
in the meeting online. Shareholders will not be able to attend the meeting in person.
In order to cast their votes or to participate in the meeting, the
Company strongly encourages all Shareholders who wish to vote to do so by:
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/M7QYL26 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.
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.
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify and approve the issue under Listing Rule 7.1 by the
Company of 52,822,881 Shares to certain professional and sophisticated investors on the terms and conditions set out in the Explanatory Statement.
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
That, for the purposes of Listing Rule 7.1 and for all other purposes, the proposed issue and allotment of 58,978,361 Shares to professional
and sophisticated investors on the terms and conditions set out in the Explanatory Statement.
By order of the Board 23 August 2022.
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 Ratification of Tranche 1 Shares Placement
The Board unanimously recommends that all Shareholders entitled to vote, vote in favour of Resolution 1.
Voting exclusions apply to certain persons. See the section below headed Voting Exclusion Statements for further details.
Resolution 2 Issue of Tranche 2 Shares Placement
The Board unanimously recommends that all Shareholders entitled to vote, vote in favour of Resolution 2.
Voting exclusions apply to certain persons. See the section below headed Voting Exclusion Statements for further details.
VOTING EXCLUSION STATEMENTS
Ratification of Tranche 1 Shares Placement
The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person who
received Tranche 1 Shares or an associate of such a person. However, this does not apply to a vote cast in favour of the resolution by:
Resolution 2 Issue of Tranche 2 Shares Placement
The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person who is expected to receive Tranche 2 Shares or an
associate of such a person or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the entity). However, this does not apply to a vote cast in favour of
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
authorises the Chair to exercise the proxy.
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 change.
The meeting will be held via an online platform provided by Opthea s share registrar, Computershare Investor Services Pty Limited (Computershare)
at https://meetnow.global/M7QYL26 , 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 www.computershare.com.au/virtualmeetingguide.
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 7.00pm (Melbourne time) on 24 September 2022 (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 https://meetnow.global/M7QYL26.
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
Shareholders or proxies wishing to vote by corporate representative should:
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.
C/ Computershare Investor Services Pty Limited
GPO Box Reply Paid 242 Melbourne, Victoria, 3001; or
Computershare Investor Services Pty Limited
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
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.
Please note that votes for Resolutions which are conditional upon another Resolution passing will not be counted if that other Resolution is not
Ratification of Tranche 1 Shares Placement
On 15 September 2022, the Company announced to ASX that it had entered into a development funding agreement (DFA) with Launch Therapeutics
(Investor), pursuant to which Investor agrees to provide funding of up to US$170 million to Opthea to support its development of OPT-302 for the treatment of wet (neovascular) age-related macular degeneration.
The DFA provides that Opthea will use reasonable best efforts to complete a private
placement of its ordinary shares (or American Depositary Shares representing its ordinary shares) for gross proceeds of at least US$70 million.