UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Mesoblast Limited

/s/ Charlie Harrison

Charlie Harrison

Company Secretary

Item

99.1

Appendix 3B of Mesoblast Ltd, dated January 7, 2019.

99.2

Press Release of Mesoblast Ltd, dated January 7, 2019.

99.3

Appendix 3Y of Mesoblast Ltd, dated January 8, 2019.

99.4

Press Release of Mesoblast Ltd, dated January 8, 2019.

1.

the Shares were issued without disclosure to investors under Part 6D.2 of the Corporations Act;

2.

this notice is being given under section 708A(5)(e) of the Corporations Act;

3.

as at the date of this notice, Mesoblast has complied with:

(a)

the provisions of Chapter 2M of the Corporations Act as they apply to Mesoblast; and

(b)

section 674 of the Corporations Act;

4.

as at the date of this notice, there is no excluded information of the type referred to in sections 708A(7) and 708A(8) of the Corporations Act; and

5.

the Company remains in active discussions with a number of potential global commercialization partners and strategic financial institutions regarding potential transactions and access to non-dilutive capital.  In addition, the Company has completed patient recruitment in the events-driven Phase 3 trial of its advanced chronic heart failure product candidate, as indicated in the ASX announcement filed concurrently with this notice.

Name of entity

MESOBLAST LTD

ABN

68 109 431 870

1

+Class of +securities issued or to be issued

Ordinary shares.

2

Number of +securities issued or to be issued (if known) or maximum number which may be issued

1,260,295 ordinary shares, 990,000 unquoted options to acquire ordinary shares.

3

Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

1,260,295 ordinary shares (fully paid) as per the company’s constitution.

200,000 unquoted options to acquire ordinary shares at a price per share of A$1.52, vesting in three equal tranches on 18 June 2019, 18 June 2020 and 18 June 2021 respectively, and expiring 17 June 2025.

200,000 unquoted options to acquire ordinary shares at a price per share of A$1.56, vesting in three equal tranches on 11 July 2019, 11 July 2020 and 11 July 2021 respectively, and expiring 10 July 2025.

590,000 unquoted options to acquire ordinary shares at a price per share of A$1.33, vesting in three equal tranches on 30 November 2019, 30 November 2020 and 30 November 2021 respectively, and expiring 29 November 2025.

4

Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities?

If the additional +securities do not rank equally, please state:

•  the date from which they do

•  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

•  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

Yes for the ordinary shares.

Shares issued on the exercise of unquoted options will rank equally with quoted shares as from their date of issue.

5

Issue price or consideration

1,209,187 ordinary shares issued (fully paid) issued for consideration of US$1,170,000 (A$1.33 per share).

51,108 ordinary shares issued upon the exercise of options in accordance with the Company’s Employee Share Option Plan for consideration of A$40,854.

Each option was issued for no issue price.

6

Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

1,209,187 ordinary shares issued to Maxim Group as consideration for advisory services in connection with the completion of the strategic partnership with Tasly Pharmaceutical Group

51,108 ordinary shares (fully paid) issued upon the exercise of options in accordance with the Company’s Employee Share Option Plan.

990,000 unquoted options to acquire ordinary shares issued pursuant to the Company’s Employee Share Option Plan.

6a

Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A?

If Yes, complete sections 6b – 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i

No

6b

The date the security holder resolution under rule 7.1A was passed

Not applicable

6c

Number of +securities issued without security holder approval under rule 7.1

Not applicable

6d

Number of +securities issued with security holder approval under rule 7.1A

Not applicable

6e

Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

Not applicable

6f

Number of +securities issued under an exception in rule 7.2

Not applicable

6g

If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3?  Include the +issue date and both values.  Include the source of the VWAP calculation.

Not applicable

6h

If +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements

Not applicable

6i

Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements

Not applicable

7

+Issue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12).  For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

Date
Registered

15 October 2018

4 January 2019

Total

Date
Registered

31 December 2018

31 December 2018

31 December 2018

Total

Number of ordinary
shares issued
51,108

1,209,187

14,726,259

Number of unquoted options to acquire
shares issued

200,000

200,000

590,000

990,000

Number

+Class

8

Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)

498,626,208

Ordinary shares

Number

+Class

9

Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)

23,951,226 (16,666 options have been cancelled since last Appendix 3B)

Unquoted options

1,500,000

Incentive rights

10

Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

All ordinary shares rank equally and participate in the right to dividends equally.

11

Is security holder approval required?

Not applicable

12

Is the issue renounceable or non-renounceable?

Not applicable

13

Ratio in which the +securities will be offered

Not applicable

14

+Class of +securities to which the offer relates

Not applicable

15

+Record date to determine entitlements

Not applicable

16

Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?

Not applicable

17

Policy for deciding entitlements in relation to fractions

Not applicable

18

Names of countries in which the entity has security holders who will not be sent new offer documents

Note: Security holders must be told how their entitlements are to be dealt with.

Cross reference: rule 7.7.

Not applicable

19

Closing date for receipt of acceptances or renunciations

Not applicable

20

Names of any underwriters

Not applicable

21

Amount of any underwriting fee or commission

Not applicable

22

Names of any brokers to the issue

Not applicable

23

Fee or commission payable to the broker to the issue

Not applicable

24

Amount of any handling fee payable to brokers who lodge acceptances or

renunciations on behalf of security holders

Not applicable

25

If the issue is contingent on security holders’ approval, the date of the meeting

Not applicable

26

Date entitlement and acceptance form and offer documents will be sent to persons entitled

Not applicable

27

If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders

Not applicable

28

Date rights trading will begin (if applicable)

Not applicable

29

Date rights trading will end (if applicable)

Not applicable

30

How do security holders sell their entitlements in full through a broker?

Not applicable

31

How do security holders sell part of their entitlements through a broker and accept for the balance?

Not applicable

32

How do security holders dispose of their entitlements (except by sale through a broker)?

Not applicable

33

+Issue date

Not applicable

34

Type of +securities

(tick one)

(a)

☒

+Securities described in Part 1

(b)

☐

All other +securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

35

☐

If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders

36

☐

If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories

1 - 1,000

1,001 - 5,000

5,001 - 10,000

10,001 - 100,000

100,001 and over

37

☐

A copy of any trust deed for the additional +securities

38

Number of +securities for which +quotation is sought

Not applicable

39

+Class of +securities for which quotation is sought

Not applicable

40

Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities?

If the additional +securities do not rank equally, please state:

•  the date from which they do

•  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

•  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

Not applicable

41

Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another +security, clearly identify that other +security)

Not applicable

Number

+Class

42

Number and +class of all +securities quoted on ASX (including the +securities in clause 38)

Not applicable

Not applicable

1

+Quotation of our additional +securities is in ASX’s absolute discretion.  ASX may quote the +securities on any conditions it decides.  

2

We warrant the following to ASX.

•

The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.

•

There is no reason why those +securities should not be granted +quotation.

•

An offer of the ⁺securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

•

Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.

•

If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.

3

We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

4

We give ASX the information and documents required by this form.  If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins.  We acknowledge that ASX is relying on the information and documents.  We warrant that they are (will be) true and complete.

Sign here:

Print name:

Charlie Harrison

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Insert number of fully paid +ordinary securities on issue 12 months before the +issue date or date of agreement to issue

470,857,738

Add the following:

•Number of fully paid +ordinary securities issued in that 12 month period under an exception in rule 7.2

•Number of fully paid +ordinary securities issued in that 12 month period with shareholder approval

•Number of partly paid +ordinary securities that became fully paid in that 12 month period

Note:

•Include only ordinary securities here – other classes of equity securities cannot be added

•Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

•It may be useful to set out issues of securities on different dates as separate line items

6 March 2018: 25,000 (exercise of options)

6 March 2018: 8,333 (exercise of options)

10 July 2018: 8,474,576 (ordinary shares issued to Novaquest)

20 July 2018: 50,000 (exercise of options)

28 September 2018: 212,000 (exercise of options)

12 October 2018: 14,464,259 (ordinary shares issued to Tasly)

15 October 2018: 51,108 (exercise of options)

Subtract the number of fully paid +ordinary securities cancelled during that 12 month period

“A”

494,143,014

Step 2: Calculate 15% of “A”

“B”

0.15

[Note: this value cannot be changed]

Multiply “A” by 0.15

74,121,452

Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

Insert number of +equity securities issued or agreed to be issued in that 12 month period not counting those issued:

•Under an exception in rule 7.2

•Under rule 7.1A

•With security holder approval under rule 7.1 or rule 7.4

Note:

•This applies to equity securities, unless specifically excluded – not just ordinary securities

•Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

•It may be useful to set out issues of securities on different dates as separate line items

19 January 2018: 1,500,000 incentive rights

19 January 2018: 2,381,150 ordinary shares

15 May 2018: 892,857 ordinary shares

4 January 2019: 1,209,187 ordinary shares

“C”

5,983,194

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1

“A” x 0.15

Note: number must be same as shown in Step 2

74,121,452

Subtract “C”

Note: number must be same as shown in Step 3

5,983,194

Total [“A” x 0.15] – “C”

68,138,258

[Note: this is the remaining placement capacity under rule 7.1]

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

“A”

Note: number must be same as shown in Step 1 of Part 1

Not applicable

Step 2: Calculate 10% of “A”

“D”

0.10

Note: this value cannot be changed

Multiply “A” by 0.10

Not applicable

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of +equity securities issued or agreed to be issued in that 12 month period under rule 7.1A

Notes:

•This applies to equity securities – not just ordinary securities

•Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

•Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

•It may be useful to set out issues of securities on different dates as separate line items

Not applicable

“E”

Not applicable

+ See chapter 19 for defined terms.

Appendix 3B Page 11

04/03/2013

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

“A” x 0.10

Note: number must be same as shown in Step 2

Not applicable

Subtract “E”

Note: number must be same as shown in Step 3

Not applicable

Total [“A” x 0.10] – “E”

Not applicable

Note: this is the remaining placement capacity under rule 7.1A

+ See chapter 19 for defined terms.

Appendix 3B Page 12

04/03/2013

Mesoblast Limited
ABN 68 109 431 870

www.mesoblast.com

Corporate Headquarters

Level 38

55 Collins Street

Melbourne 3000

Victoria Australia

T +61 3 9639 6036

F +61 3 9639 6030

United States Operations

505 Fifth Avenue

Third Floor

New York, NY 10017

USA

T +1 212 880 2060

F +1 212 880 2061

Asia

20 Biopolis Way

#05-01 Centros

Biopreneur 3

SINGAPORE 138668

T +65 6570 0635

F +65 6570 0176

Mesoblast Limited
ABN 68 109 431 870

www.mesoblast.com

Corporate Headquarters

Level 38

55 Collins Street

Melbourne 3000

Victoria Australia

T +61 3 9639 6036

F +61 3 9639 6030

United States Operations

505 Fifth Avenue

Third Floor

New York, NY 10017

USA

T +1 212 880 2060

F +1 212 880 2061

Asia

20 Biopolis Way

#05-01 Centros

Biopreneur 3

SINGAPORE 138668

T +65 6570 0635

F +65 6570 0176

Name of entity Mesoblast Limited

ABN 68 109 431 870

Name of Director

Joseph R. Swedish

Date of last notice

25 June 2018 (Initial Director’s Interest Notice)

Direct or indirect interest

Direct

Nature of indirect interest

(including registered holder)

Note: Provide details of the circumstances giving rise to the relevant interest.

Not applicable

Date of change

31 December 2018

No. of securities held prior to change

Nil

Class

Options

Number acquired

200,000 options (issued following approval by shareholders at the 2018 AGM)

Number disposed

Not applicable

Value/Consideration

Note: If consideration is non-cash, provide details and estimated valuation

Nil

No. of securities held after change

200,000 options

Nature of change

Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back

Issue of options following approval by shareholders at the 2018 AGM

Detail of contract

Not applicable

Nature of interest

Not applicable

Name of registered holder

(if issued securities)

Not applicable

Date of change

Not applicable

No. and class of securities to which interest related prior to change

Note: Details are only required for a contract in relation to which the interest has changed

Not applicable

Interest acquired

Not applicable

Interest disposed

Not applicable

Value/Consideration

Note: If consideration is non-cash, provide details and an estimated valuation

Not applicable

Interest after change

Not applicable

Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required?

No

If so, was prior written clearance provided to allow the trade to proceed during this period?

Not applicable

If prior written clearance was provided, on what date was this provided?

Not applicable

Name of entity Mesoblast Limited

ABN 68 109 431 870

Name of Director

Shawn Cline Tomasello

Date of last notice

18 July 2018 (Initial Director’s Interest Notice)

Direct or indirect interest

Direct

Nature of indirect interest

(including registered holder)

Note: Provide details of the circumstances giving rise to the relevant interest.

Not applicable

Date of change

31 December 2018

No. of securities held prior to change

Nil

Class

Options

Number acquired

200,000 options (issued following approval by shareholders at the 2018 AGM)

Number disposed

Not applicable

Value/Consideration

Note: If consideration is non-cash, provide details and estimated valuation

Nil

No. of securities held after change

200,000 options

Nature of change

Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back

Issue of options following approval by shareholders at the 2018 AGM

Detail of contract

Not applicable

Nature of interest

Not applicable

Name of registered holder

(if issued securities)

Not applicable

Date of change

Not applicable

No. and class of securities to which interest related prior to change

Note: Details are only required for a contract in relation to which the interest has changed

Not applicable

Interest acquired

Not applicable

Interest disposed

Not applicable

Value/Consideration

Note: If consideration is non-cash, provide details and an estimated valuation

Not applicable

Interest after change

Not applicable

Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required?

No

If so, was prior written clearance provided to allow the trade to proceed during this period?

Not applicable

If prior written clearance was provided, on what date was this provided?

Not applicable

Name of entity Mesoblast Limited

ABN 68 109 431 870

Name of Director

William Burns

Date of last notice

25 September 2017

Direct or indirect interest

Direct

Nature of indirect interest

(including registered holder)

Note: Provide details of the circumstances giving rise to the relevant interest.

Not applicable

Date of change

31 December 2018

No. of securities held prior to change

30,330 ordinary shares

80,000 options

Class

Options

Number acquired

120,000 options (issued following approval by shareholders at the 2018 AGM)

Number disposed

Not applicable

Value/Consideration

Note: If consideration is non-cash, provide details and estimated valuation

Nil

No. of securities held after change

30,330 ordinary shares

200,000 options

Nature of change

Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back

Issue of options following approval by shareholders at the 2018 AGM

Detail of contract

Not applicable

Nature of interest

Not applicable

Name of registered holder

(if issued securities)

Not applicable

Date of change

Not applicable

No. and class of securities to which interest related prior to change

Note: Details are only required for a contract in relation to which the interest has changed

Not applicable

Interest acquired

Not applicable

Interest disposed

Not applicable

Value/Consideration

Note: If consideration is non-cash, provide details and an estimated valuation

Not applicable

Interest after change

Not applicable

Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required?

No

If so, was prior written clearance provided to allow the trade to proceed during this period?

Not applicable

If prior written clearance was provided, on what date was this provided?

Not applicable

Name of entity Mesoblast Limited

ABN 68 109 431 870

Name of Director

Brian Jamieson

Date of last notice

25 September 2017

Direct or indirect interest

Direct

Nature of indirect interest

(including registered holder)

Note: Provide details of the circumstances giving rise to the relevant interest.

Not applicable

Date of change

31 December 2018

No. of securities held prior to change

645,000 ordinary shares held as follows:

•75,000 shares held directly; and

•570,000 shares held indirectly.

*Note that 75,000 shares have been moved from a direct holding to an indirect holding since the last App 3Y lodged by Mr Jamieson.

Class

Options

Number acquired

150,000 options (issued following approval by shareholders at the 2018 AGM)

Number disposed

Not applicable

Value/Consideration

Note: If consideration is non-cash, provide details and estimated valuation

Nil

No. of securities held after change

150,000 options held directly; and

645,000 ordinary shares held as follows:

•75,000 shares held directly; and

570,000 shares held indirectly.

Nature of change

Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back

Issue of options following approval by shareholders at the 2018 AGM

Detail of contract

Not applicable

Nature of interest

Not applicable

Name of registered holder

(if issued securities)

Not applicable

Date of change

Not applicable

No. and class of securities to which interest related prior to change

Note: Details are only required for a contract in relation to which the interest has changed

Not applicable

Interest acquired

Not applicable

Interest disposed

Not applicable

Value/Consideration

Note: If consideration is non-cash, provide details and an estimated valuation

Not applicable

Interest after change

Not applicable

Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required?

No

If so, was prior written clearance provided to allow the trade to proceed during this period?

Not applicable

If prior written clearance was provided, on what date was this provided?

Not applicable

Name of entity Mesoblast Limited

ABN 68 109 431 870

Name of Director

Donal O’Dwyer

Date of last notice

22 December 2017

Direct or indirect interest

Direct

Nature of indirect interest

(including registered holder)

Note: Provide details of the circumstances giving rise to the relevant interest.

Not applicable

Date of change

31 December 2018

No. of securities held prior to change

1,149,142 ordinary shares held indirectly.

* Note that 811,824 shares have been moved from a direct holding to an indirect holding since the last App 3Y lodged by Mr O’Dwyer.

Class

Options

Number acquired

100,000 options (issued following approval by shareholders at the 2018 AGM)

Number disposed

Not applicable

Value/Consideration

Note: If consideration is non-cash, provide details and estimated valuation

Nil

No. of securities held after change

100,000 options held directly; and

1,149,142 ordinary shares held indirectly.

Nature of change

Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back

Issue of options following approval by shareholders at the 2018 AGM

Detail of contract

Not applicable

Nature of interest

Not applicable

Name of registered holder

(if issued securities)

Not applicable

Date of change

Not applicable

No. and class of securities to which interest related prior to change

Note: Details are only required for a contract in relation to which the interest has changed

Not applicable

Interest acquired

Not applicable

Interest disposed

Not applicable

Value/Consideration

Note: If consideration is non-cash, provide details and an estimated valuation

Not applicable

Interest after change

Not applicable

Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required?

No

If so, was prior written clearance provided to allow the trade to proceed during this period?

Not applicable

If prior written clearance was provided, on what date was this provided?

Not applicable

Name of entity Mesoblast Limited

ABN 68 109 431 870

Name of Director

Dr Eric Rose

Date of last notice

22 April 2013

Direct or indirect interest

Direct

Nature of indirect interest

(including registered holder)

Note: Provide details of the circumstances giving rise to the relevant interest.

Not applicable

Date of change

31 December 2018

No. of securities held prior to change

80,000 options

Class

Options

Number acquired

120,000 options (issued following approval by shareholders at the 2018 AGM)

Number disposed

Not applicable

Value/Consideration

Note: If consideration is non-cash, provide details and estimated valuation

Nil

No. of securities held after change

200,000 options

Nature of change

Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back

Issue of options following approval by shareholders at the 2018 AGM

Detail of contract

Not applicable

Nature of interest

Not applicable

Name of registered holder

(if issued securities)

Not applicable

Date of change

Not applicable

No. and class of securities to which interest related prior to change

Note: Details are only required for a contract in relation to which the interest has changed

Not applicable

Interest acquired

Not applicable

Interest disposed

Not applicable

Value/Consideration

Note: If consideration is non-cash, provide details and an estimated valuation

Not applicable

Interest after change

Not applicable

Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required?

No

If so, was prior written clearance provided to allow the trade to proceed during this period?

Not applicable

If prior written clearance was provided, on what date was this provided?

Not applicable

Name of entity Mesoblast Limited

ABN 68 109 431 870

Name of Director

Michael Spooner

Date of last notice

25 September 2017

Direct or indirect interest

Direct

Nature of indirect interest

(including registered holder)

Note: Provide details of the circumstances giving rise to the relevant interest.

Not applicable

Date of change

31 December 2018

No. of securities held prior to change

1,069,000 ordinary shares held as follows:

•1,060,000 ordinary shares held directly;

•9,000 ordinary shares held by the Michael Spooner family trust.

Class

Options

Number acquired

100,000 options (issued following approval by shareholders at the 2018 AGM)

Number disposed

Not applicable

Value/Consideration

Note: If consideration is non-cash, provide details and estimated valuation

Nil

No. of securities held after change

100,000 options held directly; and

1,069,000 ordinary shares held as follows:

•1,060,000 ordinary shares held directly;

•9,000 ordinary shares held by the Michael Spooner family trust.

Nature of change

Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back

Issue of options following approval by shareholders at the 2018 AGM

Detail of contract

Not applicable

Nature of interest

Not applicable

Name of registered holder

(if issued securities)

Not applicable

Date of change

Not applicable

No. and class of securities to which interest related prior to change

Note: Details are only required for a contract in relation to which the interest has changed

Not applicable

Interest acquired

Not applicable

Interest disposed

Not applicable

Value/Consideration

Note: If consideration is non-cash, provide details and an estimated valuation

Not applicable

Interest after change

Not applicable

Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required?

No

If so, was prior written clearance provided to allow the trade to proceed during this period?

Not applicable

If prior written clearance was provided, on what date was this provided?

Not applicable

Mesoblast Limited
ABN 68 109 431 870

www.mesoblast.com

Corporate Headquarters

Level 38

55 Collins Street

Melbourne 3000

Victoria Australia

T +61 3 9639 6036

F +61 3 9639 6030

United States Operations

505 Fifth Avenue

Third Floor

New York, NY 10017

USA

T +1 212 880 2060

F +1 212 880 2061

Asia

20 Biopolis Way

#05-01 Centros

Biopreneur 3

SINGAPORE 138668

T +65 6570 0635

F +65 6570 0176

Mesoblast Limited
ABN 68 109 431 870

www.mesoblast.com

Corporate Headquarters

Level 38

55 Collins Street

Melbourne 3000

Victoria Australia

T +61 3 9639 6036

F +61 3 9639 6030

United States Operations

505 Fifth Avenue

Third Floor

New York, NY 10017

USA

T +1 212 880 2060

F +1 212 880 2061

Asia

20 Biopolis Way

#05-01 Centros

Biopreneur 3

SINGAPORE 138668

T +65 6570 0635

F +65 6570 0176