Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of August, 2024

Commission File No. 001-39621

OPTHEA LIMITED

(Translation of registrant’s name into English)

Level 4

650 Chapel Street

South Yarra, Victoria, 3141

Australia

(Address of registrant’s principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

EXHIBIT INDEX


Exhibit		Description
99.1		Appendix 4E and Annual Report
99.2		Press Release - Opthea Reports Full-Year Financial Results and Business Updates
99.3		Appendix 4G Corporate Governance Statement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.


	OPTHEA LIMITED
	(Registrant)

	By:	/s/ Frederic Guerard
	Name:	Frederic Guerard
	Title:	Chief Executive Officer

Date: 08/30/2024

Exhibit 99.2

Opthea Reports Full-Year Financial Results and Business Updates

Completed patient enrollment in COAST and ShORe pivotal wet AMD trials

Financings extended cash runway through topline data readout of both trials in CY2025

Leadership appointments in preparation for regulatory filing and launch of sozinibercept

Melbourne, Australia, and Princeton, NJ, US, August 30, 2024 -- Opthea Limited (ASX/NASDAQ: OPT, “Opthea”, the “Company”), a clinical-stage biopharmaceutical company developing novel therapies to treat highly prevalent and progressive retinal diseases, including wet age-related macular degeneration (wet AMD), today announced financial results for the twelve months ended June 30, 2024, and highlighted recent corporate and clinical updates.

“During the 2024 fiscal year, we made outstanding progress in advancing sozinibercept’s Phase 3 wet AMD program,” said Frederic Guerard, PharmD, Chief Executive Officer of Opthea. “We completed enrollment in both COAST and ShORe pivotal trials evaluating the superiority of sozinibercept combination therapy.”

“We strengthened our balance sheet with nearly US$300 million in financing proceeds, and expect existing cash and cash equivalents to fund the Company through the anticipated topline data readouts of COAST in early Q2 calendar year 2025 and ShORe in mid calendar year 2025,” Dr. Guerard continued. “The funds will also be used to progress Chemistry, Manufacturing, and Controls (CMC) activities, Biologics License Application (BLA) preparations for FDA approval, and continue to ready our organization for a potential launch of sozinibercept in wet AMD.”

Anticipated Milestones

•

Phase 3 topline results from COAST, expected in early Q2 CY 2025.

•

Phase 3 topline results from ShORe, expected by mid-CY 2025.

Corporate Highlights

•

Completed enrollment in sozinibercept pivotal trials, one of the largest Phase 3 programs in wet AMD — Opthea’s Phase 3 clinical program consists of two multicenter, double-masked, randomized trials, COAST and ShORe, which enrolled close to 2,000 treatment-naïve wet AMD patients in total in over 300 global sites. Enrollment of COAST completed in February 2024, and ShORe in May 2024.

•

Successfully raised US$295.1 million to extend runway through topline data readouts of Phase 3 program — During the fiscal year, Opthea completed three financings: (1) a placement and partially underwritten entitlement offer raising US$151.9 million1, (2) the remaining US$35.0 million commitment under the Development Funding Agreement (DFA) as well as a further US$50.0 million under an amended DFA with a new co-investor, and (3) a placement and fully underwritten entitlement offer raising $58.2 million.

Exhibit 99.2

•

Strengthened organization with key leadership appointments to support sozinibercept development and launch preparations — During the fiscal year, Opthea welcomed accomplished biopharmaceutical executives and leaders with extensive experience in ophthalmology:

Frederic Guerard, PharmD, and Peter Lang, MBA, joined as Chief Executive Officer and Chief Financial Officer, respectively, to establish a US-based executive leadership team, with the transition of Megan Baldwin, PhD, to the role of Founder and Chief Innovation Officer (October 2023).

Arshad M. Khanani MD, MA, FASRS, a global thought leader and principal investigator for numerous clinical trials in retinal diseases, joined as Chief Medical Advisor to support sozinibercept clinical development and launch preparations (February 2024).

Julie Clark, MD, and Fang Li, PhD, joined as SVP Clinical Development and SVP Regulatory Affairs, respectively, to lead the clinical development, regulatory strategy, and potential filings for sozinibercept in the US and other markets (February 2024).

John Han, PharmD, joined as VP Medical Affairs to define and execute the Company’s medical and scientific affairs strategies (April 2024).

Sujal Shah joined the Board of Directors and assumed the role of Audit and Risk Committee Chair, bringing extensive leadership and product development experience to the Company (April 2024).

•

Presented evidence of sozinibercept’s potential to be the first therapy in 20 years to improve visual outcomes in patients with wet AMD — The Company hosted a Key Opinion Leader Event featuring presentations from global retina experts Arshad M. Khanani, MD, MA, FASRS, Charles C. Wykoff, MD, PhD, and Veeral S. Sheth, MD, MBA, FACS, FASRS (April 2024), and published a review article outlining the scientific rationale for sozinibercept as a potential treatment for wet AMD in the peer-reviewed journal Ophthalmology and Therapy (June 2024).

•

Formed Medical Advisory Board to advise on short- and long-term strategic direction of pipeline — Opthea welcomed 10 world-renowned retina thought leaders to join its Medical Advisory Board to inform the Company’s medical decisions as it prepares for market readiness of sozinibercept in wet AMD (July 2024).

Financial Results and Highlights

For the fiscal year ended June 30, 2024, Opthea reported results compared to the fiscal year ended June 30, 2023:

•

Net loss of US$220.2 million, an increase of 55%, compared to a net loss of US$142.5 million, with a net loss per share (diluted in cents) of US$34.51 compared to a net loss per share (diluted in cents) of US$32.20.

•

Adjusted Non-IFRS net loss of US$174.0 million compared to Adjusted Non-IFRS net loss of US$135.5 million, a 28% increase, with an Adjusted Non-IFRS net loss per share (diluted in cents) of US$27.27 compared to Adjusted Non-IFRS net loss per share (diluted in cents) of US$30.61.

•

Operating Expenses (Research and Development and Administrative Expenses) totaled US$192.1 million, compared to US$150.4 million, primarily driven by the advancement of sozinibercept’s global Phase 3 pivotal clinical program and CMC activities.

•

Adjusted Non-IFRS Operating Expenses totaled US$187.0 million compared to US$144.6 million.

Exhibit 99.2

Balance Sheet and Liquidity Highlights

•

Cash and cash equivalents on June 30, 2024 totaled US$172.5 million. Pro-forma for the 2024 Retail Entitlement Offer which closed in July 2024, cash balance is approximately US$207.3 million.

•

Net Cash Flows Used in Operating Activities of (US$161.0) million compared to (US$120.6) million.

Upcoming Investor and Medical Conferences

•

September 9, 2024, H.C. Wainwright Global Investor Conference, New York

•

September 17, 2024, Cantor Global Healthcare Conference, New York

•

September 18, 2024, EURETINA Innovation Spotlight, Barcelona, Spain

•

September 19-22, 2024, EURETINA Congress, Barcelona, Spain

For more detailed information, see Opthea’s 2024 Full Year Report as lodged today on ASX and filed as an exhibit to the Form 6-K furnished with the U.S. Securities and Exchange Commission (the “SEC”) on August 30, 2024, and Opthea’s 2024 Annual Report on 20-F as filed with the SEC on August 30, 2024. The report can be accessed without charge at www.sec.gov. A copy can also be accessed on the investor section of the www.opthea.com website.

About Sozinibercept

Sozinibercept is a novel, first-in-class VEGF-C/D inhibitor designed to be used in combination with standard-of-care anti-VEGF-A therapies to improve vision in wet AMD patients, many of whom respond sub-optimally or become refractory to existing therapies. VEGF-C and VEGF-D are known to independently stimulate retinal angiogenesis and vascular leakage and permeability, while VEGF-A inhibition can also lead to the upregulation of VEGF-C and VEGF-D. Research shows that the targeted inhibition of VEGF-C and VEGF-D with sozinibercept can prevent blood vessel growth and vascular leakage, which both contribute to the pathophysiology of retinal diseases, including wet AMD. Sozinibercept has the potential to become the first therapy in 20 years to improve visual outcomes in patients with wet AMD, enabling them to live more independently and have a better quality of life.

About Opthea’s Clinical Development Program

The Company is currently conducting two fully enrolled, pivotal Phase 3 multicenter, double-masked, randomized clinical trials, COAST (Combination OPT-302 with Aflibercept Study) and ShORe (Study of OPT-302 in combination with Ranibizumab), designed to assess the safety and superior efficacy of sozinibercept combination therapy versus standard-of-care anti-VEGF-A therapies for the treatment of wet AMD. Opthea’s Phase 3 clinical trial program is designed to support a broad label and, if successful, sozinibercept has the potential to be approved for use in combination with any anti-VEGF-A for the treatment of wet AMD patients. Sozinibercept has received Fast Track Designation from the US FDA for the treatment of wet AMD. To learn more about Opthea’s Phase 3 clinical trial program, please visit ClinicalTrials.gov for COAST, NCT04757636, and ShORe, NCT04757610.

In Opthea’s prospective, randomized and controlled Phase 2b clinical trial including 366 treatment-naïve wet AMD patients, sozinibercept was administered in combination with standard-of-care ranibizumab for the treatment of wet AMD. Sozinibercept combination therapy met the pre-specified primary efficacy endpoint of a statistically superior gain in visual acuity at 24 weeks, compared to ranibizumab alone. In addition, secondary outcomes were positive with the combination therapy, including more patients gaining vision of 10 or more letters, improved anatomy, with a reduction in swelling and vascular leakage, and a favorable safety profile. These statistically significant results were published in Ophthalmology in February 2023.

Exhibit 99.2

About Wet AMD

Wet AMD remains the leading cause of vision loss in the elderly, impacting about 3.5 million people in the US and Europe alone. The unmet medical need in wet AMD is significant, with many patients failing to achieve optimal vision outcomes or even losing vision over time, despite treatment with anti-VEGF-A therapies.

About Opthea

Opthea (ASX/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, sozinibercept, is being evaluated in two fully enrolled pivotal Phase 3 clinical trials (COAST, NCT04757636, and ShORe, NCT04757610) for use in combination with standard-of-care anti-VEGF-A monotherapies to improve overall efficacy and deliver superior vision gains compared to standard-of-care anti-VEGF-A agents. To learn more, visit our website at www.opthea.com and follow us on X and LinkedIn.

Inherent risks of 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.

Forward-Looking Statements

This ASX announcement contains certain forward-looking statements, including within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. The words “expect”, “believe,” “should”, “could”, “may”, “will”, “plan” and other similar expressions are intended to identify forward-looking statements. Forward-looking statements in this ASX announcement include statements regarding expectations on the outcomes of Opthea’s Phase 3 clinical trials of sozinibercept, the potential for sozinibercept as a combination therapy to be the first therapy in 20 years to achieve superior visual outcomes over anti-VEGF-A therapy alone, and improve vision outcomes for patients with wet AMD, the expected timing for top-line data for Opthea’s Phase 3 clinical trials of sozinibercept, the anticipated cash runway, and the expected use of proceeds from the financing. Forward-looking statements, opinions and estimates provided in this ASX announcement are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on interpretations of current conditions. Forward-looking statements are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. They involve known and unknown risks and uncertainties and other factors, many of which are beyond the control of Opthea and its directors and management and may involve significant elements of subjective judgment and assumptions as to future events that may or may not be correct. These statements may be affected by a range of variables which could cause actual results or trends to differ materially, including but not limited to future capital requirements, the development, testing, production, marketing and sale of drug treatments, regulatory risk and potential loss of regulatory approvals, ongoing clinical studies to demonstrate sozinibercept’s safety, tolerability and therapeutic efficacy, analysis of data from Opthea’s Phase 3 clinical trials, clinical research

Exhibit 99.2

organization and labor costs, intellectual property protections, and other factors that are of a general nature which may affect the future operating and financial performance of the Company, including risk factors set forth in Opthea’s Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 30, 2024, Opthea’s 2024 Half Year Report included as an exhibit to the Form 6-K filed with the SEC on February 29, 2024, and other future filings with the SEC. Actual results, performance or achievement may vary materially from any projections and forward-looking statements and the assumptions on which those statements are based. Subject to any continuing obligations under applicable law or any relevant ASX listing rules, Opthea disclaims any obligation or undertaking to provide any updates or revisions to any forward-looking statements in this ASX announcement to reflect any change in expectations in relation to any forward-looking statements or any change in events, conditions or circumstances on which any such statement is based, except as otherwise required by applicable law.

Non-IFRS Financial Measures

To supplement our financial statements, which are prepared and presented in accordance with international financial reporting standards (IFRS) and Australian Accounting Standards (AAS), we use the following non-IFRS and non-AAS (together referred to as “Non-IFRS”) financial measures, some of which are discussed above: adjusted net loss, adjusted net loss per share, and adjusted operating expense (also referred to herein as Adjusted Non-IFRS net loss, Adjusted Non-IFRS net loss per share and Adjusted Non-IFRS operating expense). For reconciliations of Non-IFRS measures to the most directly comparable IFRS measures, please see the “Reconciliation of IFRS to Non-IFRS Financial Measures” and “Reconciliation of IFRS Net Loss Per Share to Adjusted Net Loss Per Share (Non-IFRS)” tables in this press release.

We believe these Non-IFRS financial measures provide investors with useful supplemental information about the financial performance of our business, enable comparison of financial results between periods, where certain items may vary independent of business performance, and allow for greater transparency with respect to key metrics used by management in operating our business.

The presentation of these financial measures is not intended to be considered in isolation from, or as a substitute for, financial information prepared and presented in accordance with IFRS and AAS. Investors are cautioned that there are material limitations associated with the use of Non-IFRS financial measures as an analytical tool. In particular, the adjustments to our IFRS financial measures reflect the exclusion of stock-based compensation expense, non-cash Development Funding Agreement (DFA) interest, and non-cash Investor Option fair value adjustments (as defined in the footnote below). In addition, these measures may be different from Non-IFRS financial measures used by other companies, limiting their usefulness for comparison purposes. We compensate for these limitations by providing specific information regarding the IFRS amounts excluded from these Non-IFRS financial measures.

Exhibit 99.2

OPTHEA LIMITED

Consolidated Statements of Financial Position

as of June 30, 2024, and 2023


	June 30,			June 30,
	2024			2023

	US$			US$
Assets
Current assets:
Cash and cash equivalents		172,471,346			89,188,713
Current tax receivable		10,398,039			5,926,350
Receivables		1,426,400			636,564
Prepayments (includes amounts owed by related parties $2,724,238 (2023: $nil))		3,896,779			2,634,671
Total current assets		188,192,564			98,386,298
Non-current assets:
Property and equipment, net		47,725			33,035
Right-of-use assets		84,226			168,451
Prepayments (includes amounts owed by related party $450,000 (2023: $nil))		466,701			53,535
Total non-current assets		598,652			255,021
Total assets		188,791,216			98,641,319
Liabilities
Current liabilities:
Payables		38,104,421			17,891,854
Lease liabilities		93,033			97,485
Derivative financial liabilities - investor options		24,840,456			—
Provisions		1,017,748			753,300
Total current liabilities		64,055,658			18,742,639
Non-current liabilities:
Lease liabilities		—			84,226
Financial liabilities - DFA (includes amounts due to a related party $141,554,653 (2023: $85,660,000))		200,535,758			85,660,000
Provisions		9,877			7,631
Total non-current liabilities		200,545,635			85,751,857
Total liabilities		264,601,293			104,494,497
Net Assets		(75,810,077	)		(5,853,178	)
Equity
Contributed equity		466,084,145			320,883,552
Accumulated Loss		(579,704,543	)		(359,462,438	)
Reserves		37,810,321			32,725,708
Total Equity		(75,810,077	)		(5,853,178	)

Exhibit 99.2

OPTHEA LIMITED

Consolidated Statements of Profit or Loss and Other Comprehensive Income

For the Years ended June 30, 2024, and 2023



	Years ended June 30,
	2024			2023

	US$			US$
Revenue		124,666			108,406
Other income		137,193			276,869
Operating expenses:
Research and development (includes amounts owed by related parties $3,042,762 (2023: $900,000))		(176,326,321	)		(128,828,888	)
Administration expenses		(15,778,271	)		(21,582,181	)
Total operating expenses		(192,104,592	)		(150,411,069	)
Operating Loss		(191,842,733	)		(150,025,794	)
Finance income		3,394,726			3,227,496
Interest expense on DFA* (includes amounts owed to related party $24,698,653 (2023: $13,462,160))		(30,263,042	)		(13,462,160	)
Gain on remeasurement of financial liability - DFA		387,284			12,302,160
Fair value loss on derivative - investor options		(11,223,535	)		—
Net foreign exchange (loss)/gain		(107,001	)		(489,137	)
Loss before income tax		(229,654,301	)		(148,447,435	)
Income tax benefit		9,412,196			5,926,350
Loss for the year		(220,242,105	)		(142,521,085	)

Other comprehensive income
Other comprehensive income for the period, net of tax		—			—
Total comprehensive loss for the year		(220,242,105	)		(142,521,085	)

Loss for the year is attributable to:
Owners of the Company		(220,242,105	)		(142,521,085	)
Net loss		(220,242,105	)		(142,521,085	)
Total comprehensive loss for the year is attributable to:
Owners of the Company		(220,242,105	)		(142,521,085	)
Comprehensive loss		(220,242,105	)		(142,521,085	)
Loss per share attributable to the owners of the Company:
- Basic and diluted loss per share (cents)		(34.51	)		(32.20	)

* Development Funding Agreement (“DFA”)

Exhibit 99.2

OPTHEA LIMITED

Reconciliation of IFRS to Non-IFRS Financial Measures

For the Years ended June 30, 2024, and 2023



	Years ended June 30,
	2024			2023

	US$			US$
Loss for the year		(220,242,105	)		(142,521,085	)
Add-back: Interest expense on DFA		30,263,042			13,462,160
Add-back: Fair value loss on derivative - investor options		11,223,535			—
Add-back: Stock-based compensation & depreciation		5,103,412			5,851,687
Less: Gain on remeasurement of financial liability - DFA		(387,284	)		(12,302,160	)
Adjusted Loss for the year		(174,039,400	)		(135,509,398	)


Operating expense	(192,104,592	)	(150,411,069	)
Add-back: Stock-based compensation & depreciation	5,103,412		5,851,687
Adjusted Operating expense	(187,001,180	)	(144,559,382	)

Exhibit 99.2

OPTHEA LIMITED

Reconciliation of IFRS Net Loss Per Share to Non-IFRS Adjusted Net Loss Per Share

For the Years ended June 30, 2024, and 2023



	Years ended June 30,
	2024			2023

	US$			US$
Net loss per share (basic and diluted in cents)		(34.51	)		(32.20	)
Add-back: Interest expense on DFA		4.74			3.04
Add-back: Fair value loss on derivative - investor options		1.76			—
Add-back: Stock-based compensation & depreciation		0.80			1.32
Less: Gain on remeasurement of financial liability - DFA		(0.06	)		(2.77	)
Adjusted loss per share (basic and diluted in cents)		(27.27	)		(30.61	)
Weighted average number of ordinary shares adjusted for the Effect of dilution		638,202,922			442,637,406

Authorized for release to ASX by Frederic Guerard, CEO

Investor and Media Inquiries

PJ Kelleher

LifeSci Advisors, LLC

Email: pkelleher@lifesciadvisors.com

Phone: 617-430-7579

Join our email database to receive program updates:

Tel: +61 (0) 3 9826 0399, Email: info@opthea.com Web: www.opthea.com

Source: Opthea Limited

1) On July 15, 2024, Opthea announced the completion of the Retail Entitlement offer raising approximately US$37.6 million, following the completion of the Institutional Entitlement Offer and Institutional Placement raising approximately US$114.3 million on June 13, 2024.

2023 – 2024 Corporate Governance Statement A transformative treatment for wet AMD is in SIGHT Logo OPTHEA

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES Corporate Governance Council recommendation Where a box below is ticked,4 we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are: 5 PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT 1.1 A listed entity should have and disclose a board charter setting out: [] (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management. ☒and we have disclosed a copy of our Board Charter at: Opthea’s website: https://ir.opthea.com/resources/corporate- governance see Board Charter ☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable 1.2 A listed entity should: (a) undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director. ☒Included in the duties and responsibilities of the Nomination and Governance Committee. We have disclosed a copy of our Nomination and Governance Committee Charter at: Opthea’s website: https://ir.opthea.com/resources/corporate- governance see Nomination and Governance Charter ☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable 1.3 A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment. ☒☐set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable 1.4 The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board. ☒ And we have disclosed this in the Management Team section of the 2024 Annual Report, pages 20-23] ☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable 4 Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert the location where that disclosure has been made, where indicated by the line with “insert location” underneath. If the disclosure in question has been made in your corporate governance statement, you need only insert “our corporate governance statement”. If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg “pages 10-12 of our annual report”). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg “www.entityname.com.au/corporate governance/charters/”). 5 If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it. ASX Listing Rules Appendix 4G (current at 17/7/2020 Page 2

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations Corporate Governance Council recommendation Where a box below is ticked,4 we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE 2.1 The board of a listed entity should: have a nomination committee which: has at least three members, a majority of whom are independent directors; and is chaired by an independent director, and disclose: the charter of the committee; the members of the committee; and as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively. ☒ and we have disclosed a copy of the charter of the committee at: Opthea’s website: https://ir.opthea.com/resources/corporate- governance see Nomination Committee Charter and the information referred to in paragraphs (4) and (5) at: in respect of paragraph (4) page 5 of our Corporate Governance Statement and in respect of paragraph (5) see the Director’s Report contained in the 2024 Annual Report set out in our Corporate Governance Statement OR we are an externally managed entity and this recommendation is therefore not applicable 2.2 A listed entity should have and disclose a board skills matrix setting out the mix of skills that the board currently has or is looking to achieve in its membership.☒ and we have disclosed our board skills matrix at: Opthea’s website: https://ir.opthea.com/resources/corporate- governance see Board Charter set out in our Corporate Governance Statement OR we are an externally managed entity and this recommendation is therefore not applicable 2.3 A listed entity should disclose: the names of the directors considered by the board to be independent directors; if a director has an interest, position, affiliation or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position or relationship in question and an explanation of why the board is of that opinion; and the length of service of each director. ☒ and we have disclosed the names of the directors considered by the board to be independent directors at: page 4 of our Corporate Governance Statement and the length of service of each director at: page 5 of our Corporate Governance Statement set out in our Corporate Governance Statement ASX Listing Rules Appendix 4G (current at 17/7/2020 Page 5

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations Corporate Governance Council recommendation Where a box below is ticked,4 we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are: 5 2.4 A majority of the board of a listed entity should be independent directors. ☒ set out in our Corporate Governance Statement OR we are an externally managed entity and this recommendation is therefore not applicable 2.5 The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity. ☒ set out in our Corporate Governance Statement OR we are an externally managed entity and this recommendation is therefore not applicable 2.6 A listed entity should have a program for inducting new directors and for periodically reviewing whether there is a need for existing directors to undertake professional development to maintain the skills and knowledge needed to perform their role as directors effectively. ☒ set out in our Corporate Governance Statement OR we are an externally managed entity and this recommendation is therefore not applicable PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY 3.1 A listed entity should articulate and disclose its values. ☒ and we have disclosed our values at: Opthea’s website: https://ir.opthea.com/resources/corporate- governance/ see Code of Conduct set out in our Corporate Governance Statement 3.2 A listed entity should: have and disclose a code of conduct for its directors, senior executives and employees; and ensure that the board or a committee of the board is informed of any material breaches of that code. ☒ and we have disclosed our code of conduct at: Opthea’s website: https://ir.opthea.com/resources/corporate- governance/ see Code of Conduct set out in our Corporate Governance Statement 3.3 A listed entity should: have and disclose a whistleblower policy; and ensure that the board or a committee of the board is informed of any material incidents reported under that policy. ☒ and we have disclosed our whistleblower policy at: Opthea’s website: https://ir.opthea.com/resources/corporate- governance/ see Whistle-blower Policy set out in our Corporate Governance Statement 3.4 A listed entity should: have and disclose an anti-bribery and corruption policy; and ensure that the board or committee of the board is informed of any material breaches of that policy. ☒ and we have disclosed our anti-bribery and corruption policy at: Opthea’s website: https://ir.opthea.com/resources/corporate- governance/ see Code of Conduct Section 13 set out in our Corporate Governance Statement ASX Listing Rules Appendix 4G (current at 17/7/2020 Page 6

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations Corporate Governance Council recommendation Where a box below is ticked,4 we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS 4.1 The board of a listed entity should: (a) have an audit committee which: (1) has at least three members, all of whom are non- executive directors and a majority of whom are independent directors; and (2) is chaired by an independent director, who is not the chair of the board, and disclose: (3) the charter of the committee; (4) the relevant qualifications and experience of the members of the committee; and (5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner. ☒ [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: Opthea’s website: https://ir.opthea.com/resources/corporate- governance/ see Audit and Risk Committee Charter and the information referred to in paragraphs (4) and (5) at: in respect of paragraph (4) see page 8 of our Corporate Governance Statement and paragraph (5) see the Directors’ Report in the 2024 Annual Report ☐ set out in our Corporate Governance Statement 4.2 The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively. ☒ ☐ set out in our Corporate Governance Statement 4.3 A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor. ☒ Not applicable ☐ set out in our Corporate Governance Statement ASX Listing Rules Appendix 4G (current at 17/7/2020 Page 7

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations Corporate Governance Council recommendation Where a box below is ticked,4 we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are: 5 PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE 5.1 A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule 3.1. ☒ and we have disclosed our Continuous Disclosure Policy at: Opthea’s website: https://ir.opthea.com/resources/corporate- governance see Continuous Disclosure Policy ☐ set out in our Corporate Governance Statement 5.2 A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made. ☒ ☐ set out in our Corporate Governance Statement 5.3 A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation. ☒ ☐ set out in our Corporate Governance Statement PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS 6.1 A listed entity should provide information about itself and its governance to investors via its website. ☒ and we have disclosed information about us and our governance on our website at: Opthea’s website: https://opthea.com/ and https://ir.opthea.com/resources/corporate- governance ☐ set out in our Corporate Governance Statement 6.2 A listed entity should have an investor relations program that facilitates effective two-way communication with investors. ☒ ☐ set out in our Corporate Governance Statement 6.3 A listed entity should disclose how it facilitates and encourages participation at meetings of security holders. ☒ and we have disclosed how we facilitate and encourage participation at meetings of security holders at: page 10 of our Corporate Governance Statement ☐ set out in our Corporate Governance Statement 6.4 A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than by a show of hands. ☒ ☐ set out in our Corporate Governance Statement 6.5 A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically. ☒ ☐ set out in our Corporate Governance Statement ASX Listing Rules Appendix 4G (current at 17/7/2020 Page 8

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations Corporate Governance Council recommendation Where a box below is ticked,4 we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 PRINCIPLE 7 – RECOGNISE AND MANAGE RISK 7.1 The board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework. ☒ and we have disclosed a copy of the charter of the committee at: Opthea’s website: https://ir.opthea.com/resources/corporate- governance/ see Audit & Risk Committee Charter and the information referred to in paragraphs (4) and (5) at: in respect of paragraph (4) see page 7 of our Corporate Governance Statement and in respect of paragraph (5) see Directors’ Report in the 2024 Annual Report under the section headed ‘Directors’ Meetings’. ☐ set out in our Corporate Governance Statement 7.2 The board or a committee of the board should: (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound and that the entity is operating with due regard to the risk appetite set by the board; and (b) disclose, in relation to each reporting period, whether such a review has taken place. ☒ and we have disclosed whether a review of the entity’s risk management framework was undertaken during the reporting period at: page 10 of our Corporate Governance Statement ☐ set out in our Corporate Governance Statement 7.3 A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its governance, risk management and internal control processes. ☒ and we have disclosed the fact that we do not have an internal audit function and the processes we employ for evaluating and continually improving the effectiveness of our risk management and internal control processes at: page 12 of our Corporate Governance Statement ☐ set out in our Corporate Governance Statement ASX Listing Rules Appendix 4G (current at 17/7/2020 Page 9

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations Corporate Governance Council recommendation Where a box below is ticked,4 we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY 8.1 The board of a listed entity should: (a) have a remuneration committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive. ☒ [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: Opthea’s website: https://ir.opthea.com/resources/corporate- governance/ see Remuneration Committee Charter and the information referred to in paragraphs (4) and (5) at: in respect of paragraph (4) see page 12 of our Corporate Governance Statement and in respect of paragraph (5) see the Directors’ Report in the 2024 Annual Report, under the section headed ‘Directors’ Meetings’. ☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable 8.2 A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives. ☒ and we have disclosed separately our remuneration policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives at: see the Directors’ Report in the 2024 Annual Report under the section headed ‘Remuneration Report’ pages 36 -51 ☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable 8.3 A listed entity which has an equity-based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it. ☒ and we have disclosed our policy on this issue or a summary of it at: page 13 of our Corporate Governance Statement (a summary) and our policy is incorporated into the Securities Trading Policy at https://ir.opthea.com/resources/corporate-governance/ ☐ set out in our Corporate Governance Statement OR ☐ we do not have an equity-based remuneration scheme and this recommendation is therefore not applicable OR ☐ we are an externally managed entity and this recommendation is therefore not applicable ASX Listing Rules Appendix 4G (current at 17/7/2020 Page 11

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations Corporate Governance Council recommendation Where a box below is ticked,4 we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES 9.1 A listed entity with a director who does not speak the language in which board or security holder meetings are held or key corporate documents are written should disclose the processes it has in place to ensure the director understands and can contribute to the discussions at those meetings and understands and can discharge their obligations in relation to those documents. and we have disclosed information about the processes in place at: [insert location] set out in our Corporate Governance Statement OR we do not have a director in this position and this recommendation is therefore not applicable OR we are an externally managed entity and this recommendation is therefore not applicable 9.2 A listed entity established outside Australia should ensure that meetings of security holders are held at a reasonable place and time. set out in our Corporate Governance Statement OR we are established in Australia and this recommendation is therefore not applicable OR we are an externally managed entity and this recommendation is therefore not applicable 9.3 A listed entity established outside Australia, and an externally managed listed entity that has an AGM, should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit. set out in our Corporate Governance Statement OR we are established in Australia and not an externally managed listed entity and this recommendation is therefore not applicable we are an externally managed entity that does not hold an AGM and this recommendation is therefore not applicable ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES - Alternative to Recommendation 1.1 for externally managed listed entities: The responsible entity of an externally managed listed entity should disclose: the arrangements between the responsible entity and the listed entity for managing the affairs of the listed entity; and the role and responsibility of the board of the responsible entity for overseeing those arrangements. ☐ and we have disclosed the information referred to in paragraphs (a) and (b) at: [insert location] set out in our Corporate Governance Statement ASX Listing Rules Appendix 4G (current at 17/7/2020 Page 12

01 Opthea 2023 – 2024 Corporate Governance Statement Corporate Governance Statement Introduction The Corporate Governance framework for Opthea Limited (Opthea or Company) and its subsidiaries (the Group) is set and approved by the board of directors of Opthea (Board), with each member of the Board being a Director, having regard to compliance with various legal requirements and recommendations, the particular circumstances of the Group and the best interests of the shareholders. On February 27, 2019, the Australian Securities Exchange (ASX) Corporate Governance Council (Council) released the Corporate Governance Principles and Recommendations (4th Edition) (ASX Recommendations).This Corporate Governance Statement details Opthea’s corporate governance practices, including its compliance with the 4th edition recommendations. This statement is current as at August 30, 2024 and should be read in conjunction with Opthea’s 2024 annual report. Opthea’s Corporate Governance Statement is structured with reference to the ASX Recommendations, which are as follows: Principle 1 – Lay solid foundations for management and oversight Principle 2 – Structure the board to be effective and add value Principle 3 – Instil a culture of acting lawfully, ethically and responsibly Principle 4 – Safeguard the integrity of corporate reports Principle 5 – Make timely and balanced disclosure Principle 6 – Respect the rights of security holders Principle 7 – Recognize and manage risk Principle 8 – Remunerate fairly and responsibly Opthea’s corporate governance practices were in place throughout the year ended June 30, 2024 and were compliant with the ASX Recommendations unless otherwise stated. For further information on corporate governance policies adopted by Opthea, refer to its website: https://ir.opthea.com/resources/corporate governance

02 Principle 1 – Lay solid foundations for management and oversight The Board of Directors is in place to represent and protect the interests of the Company’s shareholders. It is responsible for the corporate governance of the Group and guides and monitors the business and affairs of Opthea on behalf of its shareholders. Board functions and Charter The Board Charter sets out the function and responsibilities of the Board in order to facilitate Board and management accountability for Opthea’s performance and strategic direction. The matters reserved for the Board and what has been delegated to senior executives is described in the Board Charter, which is available on Opthea’s website: https://ir.opthea.com/resources/corporate governance To ensure that the Board is well equipped to discharge its responsibilities, it has established guidelines for the nomination and selection of directors and for the operation of the Board. The Board (including via the Nomination and Governance Committee) undertakes appropriate checks it considers necessary before appointing a director or senior executive or putting someone forward for election as a director. Upon appointment of a new director, a formal letter of appointment is provided, as well as an induction pack, which includes details pertaining to the Company and the obligations of the individual acting in their capacity as a director. Opthea has written agreements with each director and senior executive setting out the terms of their appointment. In each notice of meeting, security holders are provided with all material information in the Board’s possession relevant to a decision on whether or not to elect or re elect a director. The responsibility for the operation and administration of the Company is delegated by the Board to the Chief Executive Officer (CEO), who in turn may further delegate to senior executive management. The Company Secretary is accountable directly to the Board, through the Chairman, on all matters to do with the proper functioning of the Board. The Board ensures that the Senior Executive Management Team (which includes the CEO) is appropriately qualified and experienced to discharge their responsibilities and has in place procedures to assess the performance of the CEO and the senior executive management. Whilst at all times the Board retains full responsibility for guiding and monitoring the Company, in discharging its stewardship it makes use of committees. Specialist committees are able to focus on a particular responsibility and provide informed feedback to the Board. To this end, the Board has established the following committees: • Nomination and Governance (see Principle 2); • Audit and Risk (see Principle 4 and Principle 7); • Remuneration (see Principle 8); and • Research and Development Committee. The Board seeks to identify the expectations of the shareholders, as well as other regulatory and ethical expectations and obligations. In addition, the Board is responsible for identifying areas of significant business risk and ensuring arrangements are in place to adequately manage those risks.

03 Opthea 2023 – 2024 Corporate Governance StatementCorporate Governance Statement (continued) The Board is responsible for ensuring that management’s objectives and activities are aligned with the expectations and risks identified by the Board. The Board has a number of mechanisms in place to ensure this is achieved, including: • Board approval of a strategic plan designed to meet stakeholders’ needs and manage business risk; • Ongoing development of the strategic plan and approving initiatives and strategies designed to ensure the continued growth and success of the entity; and • Implementation of budgets by management and monitoring progress against budget – via the establishment and reporting of both financial and non financial key performance indicators. Other functions reserved to the Board include: • Approval of the annual and half yearly financial reports; • Approving and monitoring the progress of major capital expenditure, capital management, and acquisitions and divestitures; • Ensuring that any significant risks that arise are identified, assessed, appropriately managed and monitored; and • Reporting to shareholders. The separation of responsibilities between the Board and management is clearly understood and respected. Board and committee performance Board and committee performance is monitored throughout the year with an annual formal performance evaluation in accordance with the Company’s Performance Evaluation Process Policy. The performance evaluation of the non executive directors is aligned with their responsibilities under the Board Charter and includes areas such as: Board structure, Board role and responsibilities, strategy and planning, monitoring of Company performance and Board culture and relationships (amongst each director and with management). A review of performance of the Board, its committees and individual directors was undertaken during FY24 in accordance with the performance evaluation process policy. Executive performance evaluation The Remuneration Committee of the Board of Directors of the Company is responsible for determining and reviewing compensation arrangements for the executive and non executive directors and other senior executive personnel. The Remuneration Committee assesses the appropriateness of the nature and amount of compensation of senior executives on a periodic basis by reference to relevant employment market conditions, with the overall objective of ensuring maximum shareholder benefit from the retention of a high quality Board and executive team. The Remuneration Committee is responsible for evaluating the performance of the Chief Executive Officer and of the other senior executives. The Chief Executive Officer also evaluates the performance of the other senior executives and other management (management). The performance evaluation of management involves an assessment of the Company’s business performance, whether short term operational targets and individual performance objectives are being achieved and whether long term strategic objectives are being achieved. Specific and measurable qualitative and quantitative performance criteria are used. Due to the nature of the Company’s activities and the stage that it is at with respect to these activities, profitability is not a performance measure for short term incentives (STIs), although effective management of the Company’s resources in achieving value for shareholders is expected. Long term incentives (LTIs) and key performance indicators (KPIs) for STIs are linked to activities/milestones that are expected to create value for shareholders. The performance of the Chief executive officer and management is monitored throughout the year with the objective of performing a formal evaluation once a year. A review of the remuneration structure for management was performed in August 2024 by the Remuneration Committee. This review was in accordance with the aforementioned process.

04 A review of performance against KPIs occurred in August 2024 in accordance with the described policy. Further information on the Remuneration Committee can be found in the Remuneration Report section of the Directors’ Report in the Annual Report. The Board Charter and the Performance Evaluation Process Policy are available from Opthea’s website: https://ir.opthea.com/resources/corporate governance/ Diversity policy The Company has established a separate Diversity Policy in accordance with Recommendation 1.5 of the ASX Recommendations. The policy is available on the Company’s website: https://ir.opthea.com/resources/corporate governance/ Opthea’s policy is to leverage diversity through the attraction, retention and development of a diverse team of talented people in the Company at all levels, including the Board. This means using diversity to contribute to the achievement of the Company’s strategic objectives and corporate goals. The Remuneration Committee has the responsibility to, at least annually, report on the relative proportion of women and men in the workforce at all levels of the Company. Under Opthea’s Diversity Policy, the Board must annually establish measurable objectives to achieve gender diversity. Details of the Company’s diversity statistics can be found in the remuneration report section of the Directors’ Report. Principle 2 – Structure the board to be effective and add value Structure of the Board The Board as of August 30, 2024 consists of eight directors, one of whom is an executive (Dr. Megan Baldwin, Founder and Chief Innovation Officer and Executive Director) and seven of whom are non executives. For the year ended June 30, 2024, Opthea was compliant with the recommendation that the majority of the Board of a listed entity should be independent directors. The skills, experience and expertise relevant to the position of director held by each director in office at the date of this report are included in the Directors’ Report under the section headed ‘Directors’. In the context of director independence, to be considered independent, a non executive director may not have a direct or indirect material relationship with the Company. The Board has determined that a material relationship is one that impairs or inhibits, or has the potential to impair or inhibit, a director’s exercise of judgment on behalf of the Company and its shareholders. The Board have assessed the independence of its directors in line with the factors set out in Box 2.3 of the ASX recommendations. In accordance with the assessment of independence above, the following directors of Opthea are considered to be independent (being the majority of the non executive directors) at the date of this report: Name Position Jeremy Levin Chairman, non executive director Anshul Thakral Non executive director Lawrence Gozlan Non executive director Sujal Shah Non executive director Julia Haller Non executive director Susan Orr Non executive director Quinton Oswald Non executive director

05 Opthea 2023 – 2024 Corpor ate Governance St atement Corporate Governance Statement (continued) The term in office held by each director in office at the date of this report is as follows: Name Term in Office Jeremy Levin 3 years, 9 months Megan Baldwin 10 years, 6 months Anshul Thakral 1 year, 3 months Lawrence Gozlan 4 years, 1 month Daniel Spiegelman (resigned) 3 years, 10 months Sujal Shah 2 months Julia Haller 3 years, 1 month Susan Orr 2 years, 5 months Quinton Oswald 2 years, 5 months To ensure the Board is well equipped to discharge its responsibilities, it has guidelines for the nomination and selection of directors and for the operation of the Board. The Board’s role in the appointment process is to be undertaken by its Nomination and Governance Committee. The members who served on the Nomination and Governance Committee during the 2024 financial year were Lawrence Gozlan (Chair till February 2024), Anshul Thakral (Chair since February 2024), and Quinton Oswald. Opthea considered it appropriate to only have three members on the Nomination and Governance Committee for the year ended June 30, 2024 given the structure of the Board. For details on the number of meetings of the Nomination and Governance Committee held during the year and the attendees at those meetings, refer to the Director’s Report in the Annual Report under the section headed ‘Directors Meetings’. The Nomination and Governance Committee Charter can be found on the Company’s web site: https://ir.opthea.com/resources/corporate governance/ Director’s access to independent professional advice The Board has procedures to allow directors, in the furtherance of their duties, to seek independent professional advice at the Company’s expense. Appointment of directors To be considered for membership on the Board, a candidate should meet the following criteria: • Be of proven integrity with a history of relevant achievements that reflect high standards; • Demonstrate intelligence, wisdom and thoughtfulness in decision making that usually will be based on broad experience; • Be able and willing to commit the time and energy necessary to attend to the Company’s affairs, including attending Board and Board committee meetings; • Be committed to building sound, long term growth in the value of the Company; and • Be able to objectively review and evaluate management’s performance and implementation of strategy.

06 It is the Nomination and Governance Committee and Board’s role to determine the terms and conditions relating to the appointment and retirement of non executive directors on a case by case basis and in line with requirements of the ASX Listing Rules and the Corporations Act 2001 (Cth) (Corporations Act). Appointment and retirement of directors will be in accordance with the following: • The Board will consider from time to time changes that the Board believes to be desirable to the size of the Board or any committee thereof; • Where a Board vacancy exists (including a vacancy created by an increase in size of the Board), the Board will identify individuals believed to be qualified to become Board members to stand for election as directors at the Annual General Meeting of shareholders. In nominating candidates, the Board shall take into consideration the qualifications of the candidate and the characteristics of the candidate to ensure that directors are of the highest standard. These factors may include judgment, skill, diversity, experience with businesses and other organizations of comparable size, the interplay of the candidate’s experience with the experience of other Board members, and the extent to which the candidate would be a desirable addition to the Board and any committees of the Board. The Board may consider candidates proposed by management, but is not required to do so; and • Where a vacancy exists on any Board committee, the Board will appoint a director to that committee taking into consideration the factors set forth in the charter of the committee, if any, as well as any other factors it deems appropriate, including, without limitation, applicable legislative requirements, the consistency of the candidate’s experience with the goals of the committee and the interplay of the candidate’s experience with the experience of other committee members. The Board is responsible for ensuring that an effective induction process is in place for new directors appointed to the Board as discussed above. The Board also periodically reviews the professional development needs of existing directors. The Board Charter, which sets out the Board skills and experience matrix can be found on Opthea’s website: https://ir.opthea.com/resources/corporate governance/ Diversity The Board has established a diversity policy. The policy acknowledges the advantages of gender diversity as well as diversity of age and skills. The key element of the diversity policy is that the Company will seek the best person with the appropriate characteristics that is available for the position and will not discriminate against candidates on the grounds of gender, age, ethnicity or cultural background. In relation to the appointment of each new director, the Board will consider a broad range of candidates and seek to appoint the person that would best complement the collective skills, experience and diversity of the current directors. The Company is committed to have an inclusive workplace and hence discrimination, harassment, vilification, and victimization are not tolerated. The Company considers gender diversity whenever the opportunity arises, and appointment of a director will always be based on the relative merits of the candidates. At the time of this report, there were five male non executive directors, two female non executive directors and one female executive director.

07 Opthea 2023 – 2024 Corpor ate Governance St atement Corporate Governance Statement (continued) Principle 3 – Instil a culture of acting lawfully, ethically and responsibly Code of Conduct The Opthea Code of Conduct as approved by the Board sets out Opthea’s commitment and practices to successfully conduct our business in accordance with all applicable laws while demonstrating and promoting the highest ethical standards. It sets out the standards of conduct in employees’ and directors’ relationships with each other, with the employer and with all those with whom the directors and employees deal in their work. The Code provides a framework for decision making and business behavior that builds and maintains Opthea’s corporate integrity and reputation and identifies responsibilities for reporting and investigating breaches. The Board updated the Code of Conduct in July 2024 to articulate the Company’s values and its policy on bribery and corruption. Pursuant to ASX recommendation 3.3, the Board also approved a Whistleblower policy in July 2019 and updated in July 2024 which is consistent with the Company’s Code of Conduct. Whistleblower policy The Company has in place a Whistleblower Policy that aims to encourage reporting of any suspected unethical, illegal, or fraudulent conduct, inform whom to report to and how to report concerns confidentially without fear of intimidation or disadvantage or reprisal and to inform how the Company will investigate Whistleblower reports. This policy is reviewed every two years to ensure the policy remains relevant and consistent with the legislative requirements. The Code of Conduct and Whistleblower Policy applies to all employees and directors and can be found on Opthea’s website: https://ir.opthea.com/resources/corporate governance/ Principle 4 – Safeguard the integrity of corporate reports Audit and Risk Committee The Audit and Risk Committee operates under a charter approved by the Board. It is the Board’s responsibility to ensure that an effective control framework exists within the Group. This includes ensuring there are internal controls to deal with both the effectiveness and efficiency of significant business processes. This includes the safeguarding of assets, the maintenance of proper accounting records and the reliability of financial information as well as non financial considerations. The Board has delegated the responsibility for the establishment and maintenance of a framework of internal control for the management of the Group to the Audit and Risk Committee. The Audit and Risk Committee also provides the Board with additional assurance regarding the reliability of financial information for inclusion in the financial statements. All members of the Audit and Risk Committee are independent non executive directors. The members who served on the Audit and Risk Committee during the 2024 financial year were Daniel Spiegelman (Chair till April 7, 2024), Sujal Shah (Chair from April 7, 2024) Quinton Oswald and Susan Orr. Opthea considered it appropriate to only have three members on the Audit and Risk Committee for the year ended June 30, 2024 given the structure of the Board. The Audit and Risk Committee is also responsible for nomination of the external auditor and reviewing the adequacy of the scope and quality of the annual statutory audit and half year statutory review. The Audit and Risk Committee Charter can be found on the Company’s website (https://ir.opthea.com/resources/corporate governance/) and contains the procedures for the selection, appointment and rotation of external audit engagement partners.

08 Qualifications of audit and Risk Committee members Daniel Spiegelman served as a member of the Board of Directors from September 2020, before resigning in April 2024. From May 2012 to January 2020, Mr. Spiegelman served as Executive Vice President, Chief Financial Officer of BioMarin Pharmaceutical Inc., a biotechnology company. Mr. Spiegelman currently serves as Board Chairman for Tizona Therapeutics, and as Audit Committee Chairman for Myriad Genetics (NASDAQ: MYRD). Spruce Biosciences (NASDAQ: SPRB), Maze Therapeutics and Kyverna Therapeutics, and has previously served as board director for several other companies. Mr. Spiegelman has also served as a Venture Partner with Samsara Bio Capital since May 2023. From May 2009 to May 2012, Mr. Spiegelman served as a consultant to provide strategic financial management support to a portfolio of public and private life science companies. Sujal Shah has served as a member of the Board of Directors since April 4, 2024 and is Chairman of the Audit and Risk Committee. Mr. Shah is an accomplished biopharmaceutical executive with extensive leadership and product development experience and a track record in capital formation that complements, of the Opthea Board. Most recently, Mr. Shah served as President and Chief Executive Officer of CymaBay Therapeutics which was acquired by Gilead Sciences for approximately $4.3 billion in total equity value in March 2024. Susan Orr, OD has served as a member of our Board of Directors since April 2022. Dr. Orr is an experienced medical and business leader with specialization in identifying, developing, and commercializing ophthalmic therapeutic product candidates. Since February 2020, Dr. Orr has served as the Chief Medical Officer at Claris Biotherapeutics, a biotechnology firm, and is a member of the Retina Global Board of Directors. From October 2018 to November 2019, Dr. Orr was the Chief Executive Officer at Notal Vision, an ophthalmic remote monitoring service provider. From July 2016 to September 2018, Dr. Orr served as Notal Vision’s Chief Medical Officer and Vice President of Medical Affairs. Prior to joining Notal Vision, Dr. Orr held leadership roles at Alcon and Janssen across Marketing, Strategy, Business Development, and multiple development functions, following 10 years in private practice in Canada. Dr. Orr earned a Bachelor of Science and a Doctor of Optometry from the University of Waterloo. Quinton Oswald has served as a member of our Board of Directors since April 2022. Mr. Oswald brings over 25 years of international general management experience, including onsite assignments in the US, Europe and South Africa. From April 2016 to December 2018, Mr. Oswald was the Chief Executive Officer of Notal Vision, a commercial stage ophthalmic home monitoring services provider with a focus on both wet and dry AMD. From April 2013 to April 2016, Mr. Oswald served as the president and Chief Executive Officer of Neurotech Pharmaceuticals, a biotechnology research company, and from September 2010 to April 2013, as the Chief Executive Officer of SARcode Bioscience, an ophthalmic biopharmaceutical company. For details on the number of meetings of the Audit and Risk Committee held during the year and the attendees at those meetings, including previous members of the Audit and Risk Committee, refer to the Directors’ Report in the Annual Report under the section headed “Directors’ Meetings”.

09Opthea 2023 – 2024 Corpor ate Governance St atement Corporate Governance Statement (continued) CEO and Chief Financial Officer Certification In accordance with section 295A of the Corporations Act, the CEO and CFO have provided a written statement to the Board that in their opinion: • The financial records of the Company have been properly maintained in accordance with section 286 of the Corporations Act; and • The financial statements and notes comply with the accounting standards and present a true and fair view of the Company’s financial condition and performance, and such opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively. External auditor The Company’s external auditor, currently Deloitte, attends the Annual General Meeting and is available to answer questions from security holders relevant to the audit. Principle 5 – Make timely and balanced disclosure The Opthea Continuous Disclosure Policy as approved by the Board, sets out the key obligations of the Board and management to ensure compliance under the disclosure obligations under the ASX Listing Rules and the Corporations Act, and ensures that the obligations of employees and directors with respect to the Continuous Disclosure Policy are clear. The Board has overall responsibility for supervision of the Company and must ensure that the Company meets its disclosure obligations. The Board has appointed the Company Secretary as Disclosure Officer to ensure that continuous disclosure requirements of the ASX Listing Rules and the Corporations Act are adhered to. The Board receives copies of all material market announcements promptly after they have been made by the Disclosure Officer. Any new and substantive investor or analyst presentations are released on the ASX Market Announcements Platform ahead of the presentation and placed on the Opthea website. The general rule, contained in the ASX Listing Rules, requires the Company to immediately notify the ASX of any information concerning the Company that a reasonable person would expect to have a material effect on the price or value of securities of the Company. In certain circumstances, however, the applicable Listing Rules permit the Company not to disclose material information. The Continuous Disclosure Policy is available on Opthea’s website: https://ir.opthea.com/resources/corporate governance

10 Principle 6 – Respect the rights of security holders The Opthea Communications Policy, as approved by the Board, is designed to describe the processes Opthea has in place to promote communication with its investors and encourage shareholder participation at AGM. The policy advocates communication with shareholders and other stakeholders in an open, regular and timely manner to ensure that all stakeholders have sufficient information to make informed decisions on the operations and results of the Company. The policy provides for the use of systems involving technologies that ensure a regular and timely release of information about the Company. Mechanisms employed include: • All information released to the ASX (including annual reports, half yearly reports, and notices of general meetings and their associated explanatory material) is posted on Opthea’s website as soon as practicable following confirmation of receipt by the ASX; • Annual reports (if requested) and notices of general meetings with explanatory material are emailed or mailed to investors; and • Regular briefings provided to investors and analysts by Opthea’s Chief Executive Officer, with whom Opthea acknowledges the importance of its relationship. A copy of any presentation material provided at briefings are posted on Opthea’s website. Opthea security holders are given the option to receive communications from, and send communications to, the Group and our security registry electronically. The Board encourages full participation of shareholders at all general meetings, including the Annual General Meeting (AGM), to ensure a high level of accountability and discussion of Opthea’s strategy and goals. The Opthea Notice of Meeting 2024 for the AGM will be provided to all shareholders and made available on Opthea’s website. There will be facilities for shareholders and proxy holders to participate on line, via webcast or by phone. Further details are set out in the Notice of Meeting. Opthea confirms that shareholders will still have the opportunity to submit questions to the Chairman during the AGM. Pursuant to Recommendation 6.4, all substantive resolutions at a meeting of Opthea’s security holders will be decided by a poll rather than by a show of hands. The Communications Policy is available on Opthea’s website: https://ir.opthea.com/resources/corporate governance/ Principle 7 – Recognize and manage risk Risk The Board determines the Company’s risk profile and is responsible for overseeing and approving risk management strategies and policies, internal compliance and internal control. This process is designed to manage the Company’s material business risks and report on whether those risks are being managed effectively. Material business risks are those risks that are the most significant areas of uncertainty or exposure that could adversely impact on the achievement of Company’s objectives. Management, as part of their responsibility for the operations of the Company, is also responsible for ensuring that risks are identified in a prospective manner, controls implemented to mitigate those risks and appropriate review procedures established to ensure that the controls in place are operating effectively. If new material risks are identified or if controls over existing risks are not operating effectively, these should be reported to the Board for consideration along with recommendations by management, covering new or existing controls and review processes, which would mitigate the risks.

11 Opthea 2023 – 2024 Corpor ate Governance St atement Corporate Governance Statement (continued) As stated above, the Audit and Risk Committee operates under a charter approved by the Board. The Audit and Risk Committee’s role includes making recommendations to the Board in relation to changes that should be made to Opthea’s risk management framework or to the risk appetite set by the Board and business risk management including risk plans, processes and profile and insurance adequacy. The membership of the Audit and Risk Committee is set out in Principle 4. For details on the number of meetings of the Audit and Risk Committee held during the year and the attendees at those meetings, including previous members of the Audit and Risk Committee, refer to the Directors’ Report in the Annual Report under the section headed “Director’s Meetings”. The Board oversees an annual assessment of the effectiveness of risk management and internal compliance and control. The responsibility for undertaking and assessing risk management and internal control effectiveness is delegated to management. At the Company’s Audit and Risk Committee meeting held in September 2024, management presented their annual risk review. As is required by the Board, management is required to assess risk management and associated internal compliance and control procedures and report back on the efficiency and effectiveness of these controls and processes. The report was considered by the Audit and Risk Committee and noted by the Board at the Board meeting held in August 2024. Management, with the assistance of its insurance broker, undertook an annual review, of the Company’s insurance requirements to ensure appropriate coverage. The Board and senior management continue to identify the general areas of risk, including: • Economic outlook and share market activity; • Changing government policy (Australian and overseas); • Competitors’ products/research and development programs; • Market demand and market prices for therapeutics/diagnostics; • Legal proceedings commenced against the Company (if any); • Environmental regulations; • Ethical issues relating to pharmaceutical research and development; • Other government regulations, including those specifically relating to the biotechnology and health industries; and • Occupational health and safety and equal opportunity law. To this end, comprehensive practices are in place that are directed towards achieving the following objectives: • Effectiveness and efficiency in the use of the Company’s resources; • Compliance with applicable laws and regulations; and • Preparation of reliable published financial information.

12 Internal audit function The Board has determined that, consistent with the size of the Company and its activities, an internal audit function is not currently required. The Board has adopted an Audit and Risk Committee and a Risk Management Policy. The processes noted above are appropriate to the size of the Company to manage its material business risks and to ensure regular reporting to the Board on whether those risks are being managed effectively in accordance with the controls that are in place. The Group does not have material exposure to environmental or social risks. The Risk Management Policy is available on Opthea’s website: https://ir.opthea.com/resources/corporate governance/ Principle 8 – Remunerate fairly and responsibly Performance Policies and procedures in place with respect to monitoring the performance of the Board are set out in the Directors’ Report under the section headed ‘Remuneration Report’ as well as under ‘Principle 2 – Structure the board to be effective and add value’ in this report. Also see details under ‘Remuneration Committee’ below. Remuneration Committee It is the Company’s objective to provide maximum stakeholder benefit from the retention of a high quality Board and executive team by remunerating directors and key executives fairly and appropriately with reference to relevant market conditions. To assist in achieving this objective the Remuneration Committee remunerates directors and executives having regard to their performance and the performance of the Company. The expected outcomes of the remuneration policies and practices are to enable the Company to motivate, retain and attract directors and executives who will create value for shareholders. Details relating to policy for performance evaluation, policy for remuneration and the amount of remuneration (monetary and non monetary) paid to each director and to the non director executives as well as other senior executives are set out in the Directors’ Report under the section headed ‘Remuneration Report’. The Board acknowledges the need for careful oversight and the need to have incentivize performance that is in the long term interests of the Company. The Board considers that it has sufficient oversight capability and has closely monitored variable pay outcomes to ensure that there are no unintended results due to the circumstances created by the economic environment. There is no scheme to provide retirement benefits, other than statutory superannuation and US 401k plans, to non executive directors. All members of the Remuneration Committee are independent non executive directors. The members of the Remuneration Committee during the 2024 financial year were Anshul Thakral (Chair effective August 2024), Quinton Oswald (Chair) (effective June 7, 2023 till February 2024) and Lawrence Gozlan (Chair, effective February 9, 2024 till August 2024). Opthea considered it appropriate to only have three members on the Remuneration Committee for the year ended June 30, 2024 given the structure of the Board. Details relating to performance evaluation are set out in the section of the Directors’ Report headed ‘Remuneration Report’. For details on the number of meetings of the Remuneration Committee held during the year and the attendees at those meetings, including previous members of the Remuneration Committee, refer to the Directors’ Report under the section headed ‘Director Meetings’. The Remuneration Committee Charter can be found on Opthea’s website: https://ir.opthea.com/resources/corporate governance/

13 Opthea 2023 – 2024 Corpor ate Governance St atement Corporate Governance Statement (continued) Securities trading policy The Company has in place a Securities Trading Policy that details the trading policy with respect to the dealing of shares by directors and relevant employees. Under the Company’s Securities Trading Policy for the dealing of Company securities, an executive, director or other employee must not deal in any securities of the Company at any time when they are in possession of unpublished, price sensitive information in relation to those securities. A Designated Officer may not deal in securities of Opthea without receiving clearance from an Approving Officer(s) (among other things). A Designated Officer means a director or person engaged in the management of the Group, whether as an employee or consultant. An Approving Officer means: (a) for a Designated Officer who is not a director, the Chief Executive Officer (CEO); (b) for a director (except the Chairman of the Board), the Chairman of the Board and the CEO; and (c) for the Chairman of the Board, the Chairman of the Audit and Risk Committee and the CEO. Generally, a Designated Officer must not be given clearance to deal in any securities of Opthea during: (a) any closed period (that is for the period of one month before the publication of annual and half yearly financial results); (b) any period when there exists any matter that constitutes inside information; or (c) any period when the person responsible for the clearance otherwise has reason to believe that the proposed dealing is in breach of the Securities Trading Policy. At no time have any Directors or management of the Company limited the risk of participating in unvested entitlements under an equity based remuneration scheme. A policy to this effect is incorporated into the Securities Trading Policy. As required by the ASX Listing Rules, the Company notifies the ASX of any transaction conducted by Directors in the securities of the Company. The Securities Trading Policy is available on Opthea’s website: https://ir.opthea.com/resources/corporate governance

Rules 4.7.3 and 4.10.3 Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations Name of entity Opthea Limited ABN/ARBN 32 006 340 567 Financial year ended: Our corporate governance statement1 for the period above can be found at:2 These pages of our annual report: This URL on our website: The Corporate Governance Statement is accurate and up to date as at August 30, 2024 and has been approved by the board. The annexure includes a key to where our corporate governance disclosures can be located.3 Date: August 30, 2024 Name of authorised officer authorising lodgement: Karen Adams Company Secretary 1 “Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period. Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period. Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of Listing Rule 4.10.3. Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council’s recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of Listing Rule 4.10.3. The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve different purposes and an entity must produce each of them separately. 2 Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable. 3 Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection. See notes 4 and 5 below for further instructions on how to complete this form. ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 1

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