Mesoblast Limited

/s/ Niva Sivakumar

Niva Sivakumar

Company Secretary

Item

99.1

Appendix 3G of Mesoblast Ltd, dated December 2, 2022.

99.2

Appendix 3H of Mesoblast Ltd, dated December 2, 2022.

99.3

Appendix 3Y of Mesoblast Ltd, dated December 2, 2022.

Only use this form if the online version is not available

+Rule 3.10.3A, 3.10.3B, 3.10.3C, 3.10.3D

Question no

Question

Answer

1.1

*Name of entity

We (the entity here named) give notice of the issue, conversion or payment up of the following unquoted +securities.

MESOBLAST LTD

1.2

*Registration type and number

Please supply your ABN, ARSN, ARBN, ACN or another registration type and number (if you supply another registration type, please specify both the type of registration and the registration number).

ABN 68 109 431 870

1.3

*ASX issuer code

MSB

1.4

*This announcement is

Tick whichever is applicable.

☒  A new announcement

☐  An update/amendment to a previous announcement

☐  A cancellation of a previous announcement

1.4a

*Reason for update

Mandatory only if “Update” ticked in Q1.4 above. A reason must be provided for an update.

N/A

1.4b

*Date of previous announcement to this update

Mandatory only if “Update” ticked in Q1.4 above.

N/A

1.4c

*Reason for cancellation

Mandatory only if “Cancellation” ticked in Q1.4 above.

N/A

1.4d

*Date of previous announcement to this cancellation

Mandatory only if “Cancellation” ticked in Q1.4 above.

N/A

1.5

*Date of this announcement

2 December 2022

+ See chapter 19 for defined terms

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Appendix 3G

Notification of issue, conversion or

payment up of unquoted equity +securities

Question No.

Question

Answer

2.1

*The +securities the subject of this notification are:

Select whichever item is applicable.

If you wish to notify ASX of different events involving unquoted securities, please complete a separate Appendix 3G for each event.

☐  +Securities issued as part of a transaction or transactions previously announced to the market in an Appendix 3B that are not quoted, and are not intended to be quoted, on ASX

☐  +Securities issued under a +dividend or distribution plan that are not quoted, and are not intended to be quoted, on ASX

☐  Unquoted options that have been exercised or other unquoted +convertible securities that have been converted

☐  Quoted options that have been exercised or other quoted +convertible securities that have been converted where the +securities received as a result of the exercise or conversion either are already quoted on ASX or are not intended to be quoted on ASX

☐  Unquoted partly paid +securities upon which a call or instalment has been paid

☐  +Securities issued under an +employee incentive scheme that are subject to a restriction on transfer and are not being quoted on ASX until the restriction ends

☒  +Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX

☐  Other [please specify]

If you have selected ‘other’ please explain the circumstances here:

2.1a

*Date the +securities the subject of this notification were issued

Answer this question if your response to Q2.1 is anything other than “Unquoted partly paid securities upon which a call or instalment has been paid”.

25 November 2022

2.2a.1

*Date of Appendix 3B notifying the market of the proposed issue of +securities the subject of this notification

Answer this question if your response to Q2.1 is “Securities issued as part of a transaction or transactions previously announced to the market in an Appendix 3B that are not quoted, and are not intended to be quoted, on ASX.”

N/A

+ See chapter 19 for defined terms

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Appendix 3G

Notification of issue, conversion or

payment up of unquoted equity +securities

2.2a.2

*Are there any further issues of +securities yet to take place to complete the transaction(s) referred to in the Appendix 3B?

Answer this question if your response to Q2.1 is “Securities issued as part of a transaction or transactions previously announced to the market in an Appendix 3B that are not quoted, and are not intended to be quoted, on ASX”.

N/A

2.2a.2.1

*Please provide details of the further issues of +securities yet to take place to complete the transaction(s) referred to in the Appendix 3B

Answer this question if your response to Q2.1 is “Securities issued as part of a transaction or transactions previously announced to the market in an Appendix 3B that are not quoted, and are not intended to be quoted, on ASX” and your response to Q2.2a.2 is “Yes”.

Please provide details of the proposed dates and number of securities for the further issues.

N/A

2.2b.1

Date of Appendix 3A.1 lodged with ASX in relation to the underlying +dividend or distribution

Answer this question if your response to Q2.1 is “Being issued under a dividend or distribution plan that are not quoted, and are not intended to be quoted, on ASX”.

N/A

2.2c.1

Please state the number and type of options that were exercised or other +convertible securities that were converted (including their ASX security code if available):

Answer this question if your response to Q2.1 is “Unquoted options that have been exercised or other unquoted convertible securities that have been converted” or “Quoted options that have been exercised or other quoted convertible securities that have been converted where the securities received as a result of the exercise or conversion either are already quoted on ASX or are not intended to be quoted on ASX”.

N/A

2.2c.2

And the date the options were exercised or other +convertible securities were converted:

Answer this question if your response to Q2.1 is “Unquoted options that have been exercised or other unquoted convertible securities that have been converted” or “Quoted options that have been exercised or other quoted convertible securities that have been converted where the securities received as a result of the exercise or conversion either are already quoted on ASX or are not intended to be quoted on ASX”.

Note: If this occurred over a range of dates, enter the date the last of the options was exercised or convertible securities was converted.

N/A

+ See chapter 19 for defined terms

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Appendix 3G

Notification of issue, conversion or

payment up of unquoted equity +securities

2.2c.3

Is this all of the options or other +convertible securities on issue of that type (ie have all of those options now been exercised or have all of those convertible securities now been converted)?

Answer this question if your response to Q2.1 is ““Unquoted options that have been exercised or other unquoted convertible securities that have been converted” or “Quoted options that have been exercised or other quoted convertible securities that have been converted where the securities received as a result of the exercise or conversion either are already quoted on ASX or are not intended to be quoted on ASX”.

N/A

Note: If you have answered “No”, consider whether you need to lodge an Appendix 3H with ASX notifying ASX of the cessation of some or all of the remaining options or other convertible securities under Listing Rule 3.10.E. This may the case, for example, if options have lapsed because they have passed their expiry date without being exercised, or convertible debt securities have been repaid or redeemed without being converted.

2.2c.4

The right of the holder of the options or other +convertible securities to receive the +underlying securities is being satisfied by:

Answer this question if your response to Q2.1 is “Unquoted options that have been exercised or other unquoted convertible securities that have been converted” or “Quoted options that have been exercised or other quoted convertible securities that have been converted where the securities received as a result of the exercise or conversion either are already quoted on ASX or are not intended to be quoted on ASX”.

☐  An issue of new +securities

☐  A transfer of existing +securities

☐  A reclassification of the +convertible securities as securities in the same class as the +underlying securities

2.2c.5

The underlying securities being received by the holder are:

Answer this question if your response to Q2.1 is “Unquoted options that have been exercised or other unquoted convertible securities that have been converted”.

☐  Already quoted by ASX

☐  Intended to be, but are not yet, quoted by ASX

☐  Are not, and are not intended to be, quoted by ASX

2.2c.6

The underlying securities being received by the holder are:

Answer this question if your response to Q2.1 is “Quoted options that have been exercised or other quoted convertible securities that have been converted where the securities received as a result of the exercise or conversion either are already quoted on ASX or are not intended to be quoted on ASX”.

☐  Already quoted by ASX

☐  Are not, and are not intended to be, quoted by ASX

2.2c.7

*Were the options being exercised or other +convertible securities being converted issued under an +employee incentive scheme?

Answer this question if your response to Q2.1 is “Unquoted options that have been exercised or other unquoted convertible securities that have been converted” or “Quoted options that have been exercised or other quoted convertible securities that have been converted where the securities received as a result of the exercise or conversion either are already quoted on ASX or are not intended to be quoted on ASX”.

N/A

+ See chapter 19 for defined terms

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Appendix 3G

Notification of issue, conversion or

payment up of unquoted equity +securities

2.2c.8

*Are any of the options being exercised or other +convertible securities being converted held by +key management personnel (KMP) or an +associate?

Answer this question if your response to Q2.1 is “Unquoted options that have been exercised or other unquoted convertible securities that have been converted” or “Quoted options that have been exercised or other quoted convertible securities that have been converted where the securities received as a result of the exercise or conversion either are already quoted on ASX or are not intended to be quoted on ASX”.” and your response to Q2.2c.7 is “Yes”.

N/A

2.2c.8.a

*Provide details of the KMP or associates who are exercising options or converting convertible securities.

Answer this question if your response to Q2.1 is “Unquoted options that have been exercised or other unquoted convertible securities that have been converted” or “Quoted options that have been exercised or other quoted convertible securities that have been converted where the securities received as a result of the exercise or conversion either are already quoted on ASX or are not intended to be quoted on ASX”, your response to Q2.2c.7 is “Yes” and your response to Q2.2c.8 is “Yes”. Repeat the detail in the table below for each KMP involved. If the options or other convertible securities are held by the KMP, repeat the name of the KMP or insert “Same” in “Name of registered holder”. If the options or other convertible securities are held by an associate of a KMP, insert the name of the associate in “Name of registered holder”.

Name of KMP

Name of registered holder

Number of options being exercised or other +convertible securities being converted

2.2d.1

Please state the number and type of partly paid +securities upon which a call or instalment has been paid (including their ASX security code if available)?

Answer this question if your response to Q2.1 is “Unquoted partly paid securities upon which a call or instalment has been paid”.

N/A

2.2d.2

And the date upon which the call or instalment was paid:

Answer this question if your response to Q2.1 is “Unquoted partly paid securities upon which a call or instalment has been paid”.

Note: If this occurred over a range of dates, enter the date the last of the payments was made.

N/A

2.2d.3

Has the call or instalment been paid on all of the partly paid +securities in question?

Answer this question if your response to Q2.1 is “Unquoted partly paid securities upon which a call or instalment has been paid”.

N/A

Note: If you have answered “No”, consider whether you need to lodge an Appendix 3H with ASX notifying ASX of the cessation of some or all of the remaining partly paid securities under Listing Rule 3.10.E. This may the case, for example, if partly paid securities that have not had the call paid by the due date will be cancelled. If you are an NL company, consider also whether you have notification obligations in relation to any forfeiture of the partly paid securities not paid up under Listing Rule 3.12.

2.2d.4

Are the securities on which the call or instalment was paid now fully paid?

N/A

+ See chapter 19 for defined terms

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Appendix 3G

Notification of issue, conversion or

payment up of unquoted equity +securities

2.2e.1

Please state the number and type of +securities (including their ASX security code) issued under the +employee incentive scheme

Answer this question if your response to Q2.1 is “Securities issued under an employee incentive scheme that are subject to a restriction on transfer and are not being quoted on ASX until the restriction ends” or “Other securities issued under an employee incentive scheme that are not intended to be quoted on ASX”.

5,900,000 unquoted options to acquire ordinary shares, issued pursuant to the Company’s Employee Share Option Plan

2.2e.2

*Please attach a document or provide details of a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms.

Answer this question if your response to Q2.1 is “Securities issued under an employee incentive scheme that are subject to a restriction on transfer and are not being quoted on ASX until the restriction ends” or “Other securities issued under an employee incentive scheme that are not intended to be quoted on ASX”.

Refer to Item 6 in Notice of Meeting released 27 November 2019

https://www.asx.com.au/asxpdf/20191029/pdf/44b06zfvzb0vzb.pdf

2.2e.3

*Were any of the +securities issued to +key management personnel (KMP) or an +associate

Answer this question if your response to Q2.1 is “Securities issued under an employee incentive scheme that are subject to a restriction on transfer and are not being quoted on ASX until the restriction ends” or “Other securities issued under an employee incentive scheme that are not intended to be quoted on ASX”.

Yes

2.2e.3.a

*Provide details of the KMP or +associates being issued +securities.

Answer this question if your response to Q2.1 is “Securities issued under an employee incentive scheme that are subject to a restriction on transfer and are not being quoted on ASX until the restriction ends” or “Other securities issued under an employee incentive scheme that are not intended to be quoted on ASX” and your response to Q2.2e.3 is “Yes”. Repeat the detail in the table below for each KMP involved in the issue. If the securities are being issued to the KMP, repeat the name of the KMP or insert “Same” in “Name of registered holder”. If the securities are being issued to an associate of a KMP, insert the name of the associate in “Name of registered holder”.

Name of KMP

Name of registered holder

Number of +securities

Silviu Itescu

Silviu Itescu

1,550,000

2.2f.1

*Were the +securities issued for a cash consideration?

Answer this question if your response to Q2.1 is “Other”.

If the securities are being issued for nil cash consideration, answer this question “No”.

N/A

2.2f.1.a

*In what currency was the cash consideration paid?

Answer this question if your response to Q2.1 is “Other” and your response to Q2.2f.1 is “Yes”.

For example, if the consideration is being paid in Australian Dollars, state AUD.

N/A

+ See chapter 19 for defined terms

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Appendix 3G

Notification of issue, conversion or

payment up of unquoted equity +securities

2.2f.1.b

*What was the issue price per +security

Answer this question if your response to Q2.1 is “Other” and your response to Q2.2f.1 is “Yes”, and by reference to the issue currency provided in your response to Q2.2f.1.a.

Note: you cannot enter a nil amount here. If the securities are being issued for nil cash consideration, answer Q2.2f.1 as “No” and complete Q2.2f.1.c.

N/A

2.2f.1.c

Please describe the consideration provided for the +securities

Answer this question if your response to Q2.1 is “Other” and your response to Q2.2f.1 is “No”.

N/A

2.2f.2

*The purpose(s) for which the entity issued the +securities was:

Answer this question if your response to Q2.1 is “Other”.

You may select one or more of the items in the list.

☐  To raise additional working capital

☐  To fund the retirement of debt

☐  To pay for the acquisition of an asset [provide details below]

☐  To pay for services rendered
[provide details below]

☐  Other [provide details below]

Additional details:

2.2f.3

Please provide any further information needed to understand the circumstances in which you are notifying the issue of these +securities to ASX, including why the issue of the +securities has not been previously announced to the market in an Appendix 3B

You must answer this question if your response to Q2.1 is “Other”. If there is no other information to provide, please answer “Not applicable” or “N/A”.

N/A

2.3a

*This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and which:

Answer this question if your response to Q2.1 is anything other than “Unquoted options that have been exercised or other unquoted convertible securities that have been converted”, “Quoted options that have been exercised or other quoted convertible securities that have been converted where the securities received as a result of the exercise or conversion either are already quoted on ASX or are not intended to be quoted on ASX” or “Unquoted partly paid securities upon which a call or instalment has been paid”.

☒  has an existing ASX security code ("existing class")

☐  does not have an existing ASX security code ("new class")

2.3b

*The +securities being issued, transferred or re-classified as a result of the options being exercised or other +convertible securities being converted are:

Answer this question if your response to Q2.1 is “Unquoted options that have been exercised or other unquoted convertible securities that have been converted” or “Quoted options that have been exercised or other quoted convertible securities that have been converted where the securities received as a result of the exercise or conversion either are already quoted on ASX or are not intended to be quoted on ASX”.

☐  securities that have already been quoted on ASX ("existing class")

☐  in a class which is not quoted on ASX but which has an existing ASX security code ("existing class")

☐  in a class which is not quoted on ASX and which does not have an existing ASX security code ("new class")

+ See chapter 19 for defined terms

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Appendix 3G

Notification of issue, conversion or

payment up of unquoted equity +securities

2.3c

*The call or instalment the subject of this notification is being paid on +securities which are not quoted on ASX and which:

Answer this question if your response to Q2.1 is “Unquoted partly paid securities upon which a call or instalment has been paid”.

☐  have an existing ASX security code ("existing class")

☐  do not have an existing ASX security code ("new class")

Part 3A –

number and type of +securities the subject of this notification (existing or new class) where issue has previously been notified to ASX in an Appendix 3B

Question No.

Question

Answer

3A.1

*ASX security code & description

N/A

3A.2

*Number of +securities issued/paid up

N/A

3A.3

Any other information the entity wishes to provide about the +securities the subject of this notification

N/A

Part 3B –

number and type of +securities the subject of this notification (existing class) where issue has not previously been notified to ASX in an Appendix 3B

Question No.

Question

Answer

3B.1

*ASX security code & description

ASX security code in relation to 5,900,000 unquoted options to acquire ordinary shares, issued pursuant to the Company’s Employee Share Option Plan: MSBAI (OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES)

3B.2

*Number of +securities issued/transferred/reclassified/paid up

5,900,000 unquoted options to acquire ordinary shares issued pursuant to the Company’s Employee Share Option Plan

+ See chapter 19 for defined terms

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Appendix 3G

Notification of issue, conversion or

payment up of unquoted equity +securities

3B.3a

*Will the +securities rank equally in all respects from their issue date with the existing issued +securities in that class?

You do not need to answer this question if your response to Q2.1 is ““Unquoted options that have been exercised or other unquoted convertible securities that have been converted” or “Quoted options that have been exercised or other quoted convertible securities that have been converted where the securities received as a result of the exercise or conversion either are already quoted on ASX or are not intended to be quoted on ASX”, and your response to Q2.2c.4 is “A transfer of existing securities” and your response to Q2.3b is “securities that have already been quoted on ASX”.

Yes

3B.3b

*Is the actual date from which the +securities will rank equally (non-ranking end date) known?

You do not need to answer this question if your response to Q2.1 is “Unquoted options that have been exercised or other unquoted convertible securities that have been converted” or “Quoted options that have been exercised or other quoted convertible securities that have been converted where the securities received as a result of the exercise or conversion either are already quoted on ASX or are not intended to be quoted on ASX”, your response to Q2.2c.4 is “A transfer of existing securities” and your response to Q2.3b is “securities that have already been quoted on ASX”.

Otherwise answer this question if your response to Q3B.3a is “No”.

N/A

3B.3c

*Provide the actual non-ranking end date

You do not need to answer this question if your response to Q2.1 is “Unquoted options that have been exercised or other unquoted convertible securities that have been converted” or “Quoted options that have been exercised or other quoted convertible securities that have been converted where the securities received as a result of the exercise or conversion either are already quoted on ASX or are not intended to be quoted on ASX”, your response to Q2.2c.4 is “A transfer of existing securities” and your response to Q2.3b is “securities that have already been quoted on ASX”.

Otherwise answer this question if your response to Q3B.3a is “No” and your response to Q3B.3b is “Yes”.

N/A

3B.3d

*Provide the estimated non-ranking end period

You do not need to answer this question if your response to Q2.1 is “Unquoted options that have been exercised or other unquoted convertible securities that have been converted” or “Quoted options that have been exercised or other quoted convertible securities that have been converted where the securities received as a result of the exercise or conversion either are already quoted on ASX or are not intended to be quoted on ASX”, your response to Q2.2c.4 is “A transfer of existing securities” and your response to Q2.3b is “securities that have already been quoted on ASX”.

Otherwise answer this question if your response to Q3B.3a is “No” and your response to Q3B.3b is “No”.

N/A

+ See chapter 19 for defined terms

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Notification of issue, conversion or

payment up of unquoted equity +securities

3B.3e

*Please state the extent to which the +securities do not rank equally:

•   in relation to the next dividend, distribution or interest payment; or

•   for any other reason

Otherwise answer this question if your response to Q3B.3a is “No”.

You do not need to answer this question if your response to Q2.1 is “Unquoted options that have been exercised or other unquoted convertible securities that have been converted” or “Quoted options that have been exercised or other quoted convertible securities that have been converted where the securities received as a result of the exercise or conversion either are already quoted on ASX or are not intended to be quoted on ASX”, your response to Q2.2c.4 is “A transfer of existing securities” and your response to Q2.3b is “securities that have already been quoted on ASX”.

For example, the securities may not rank at all, or may rank proportionately based on the percentage of the period in question they have been on issue, for the next dividend, distribution or interest payment; or they may not be entitled to participate in some other event, such as an entitlement issue.

N/A

3B.4

Any other information the entity wishes to provide about the +securities the subject of this notification

N/A

Part 3C –

number and type of +securities the subject of this notification (new class)

+ See chapter 19 for defined terms

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Appendix 3G

Notification of issue, conversion or

payment up of unquoted equity +securities

Question No.

Question

Answer

C.1

*Security description

N/A

3C.2

*Security type

Select one item from the list that best describes the securities the subject of this form. This will determine more detailed questions to be asked about the security later in this section. Select “ordinary fully or partly paid shares/units” for stapled securities or CDIs. For interest rate securities, please select the appropriate choice from either “Convertible debt securities” or “Non-convertible debt securities”. Select “Other” for performance shares/units and performance options/rights or if the selections available in the list do not appropriately describe the security being issued.

☐  Ordinary fully or partly paid shares/units

☐  Options

☐  +Convertible debt securities

☐  Non-convertible +debt securities

☐  Redeemable preference shares/units

☐  Other

3C.3

ISIN code

Answer this question if you are an entity incorporated outside Australia and you are issuing a new class of securities other than CDIs. See also the note at the top of this form.

N/A

3C.4

*Number of +securities issued/paid up

N/A

3C.5a

*Will all the +securities issued in this class rank equally in all respects from the issue date?

N/A

3C.5b

*Is the actual date from which the +securities will rank equally (non-ranking end date) known?

Answer this question if your response to Q3C.5a is “No”.

N/A

3C.5c

*Provide the actual non-ranking end date

Answer this question if your response to Q3C.5a is “No” and your response to Q3C.5b is “Yes”.

N/A

3C.5d

*Provide the estimated non-ranking end period

Answer this question if your response to Q3C.5a is “No” and your response to Q3C.5b is “No”.

N/A

3C.5e

*Please state the extent to which the +securities do not rank equally:

•    in relation to the next dividend, distribution or interest payment; or

•    for any other reason

Answer this question if your response to Q3C.5a is “No”.

For example, the securities may not rank at all, or may rank proportionately based on the percentage of the period in question they have been on issue, for the next dividend, distribution or interest payment; or they may not be entitled to participate in some other event, such as an entitlement issue.

N/A

+ See chapter 19 for defined terms

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Appendix 3G

Notification of issue, conversion or

payment up of unquoted equity +securities

3C.6

Please attach a document or provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued

You may cross reference a disclosure document, PDS, information memorandum, investor presentation or other announcement with this information provided it has been released to the ASX Market Announcements Platform.

N/A

3C.7

*Have you received confirmation from ASX that the terms of the +securities are appropriate and equitable under listing rule 6.1?

Answer this question only if you are an ASX Listing. (ASX Foreign Exempt Listings and ASX Debt Listings do not have to answer this question).

If your response is “No” and the securities have any unusual terms, you should approach ASX as soon as possible for confirmation under listing rule 6.1 that the terms are appropriate and equitable.

N/A

3C.8a

Ordinary fully or partly paid shares/units details

Answer the questions in this section if you selected this security type in your response to Question 3B.2.

*+Security currency

This is the currency in which the face amount of an issue is denominated. It will also typically be the currency in which distributions are declared.

N/A

*Are there CDIs issued over the +securities?

N/A

*CDI ratio

Answer this question if you answered “Yes” to the previous question. This is the ratio at which CDIs can be transmuted into the underlying security (e.g. 4:1 means 4 CDIs represent 1 underlying security whereas 1:4 means 1 CDI represents 4 underlying securities).

N/A

*Is it a partly paid class of +security?

N/A

*Paid up amount: unpaid amount

Answer this question if answered “Yes” to the previous question.

The paid up amount represents the amount of application money and/or calls which have been paid on any security considered ‘partly paid’

The unpaid amount represents the unpaid or yet to be called amount on any security considered ‘partly paid’.

The amounts should be provided per the security currency (e.g. if the security currency is AUD, then the paid up and unpaid amount per security in AUD).

N/A

*Is it a stapled +security?

This is a security class that comprises a number of ordinary shares and/or ordinary units issued by separate entities that are stapled together for the purposes of trading.

N/A

3C.8b

Option details

Answer the questions in this section if you selected this security type in your response to Question 3B.2.

*+Security currency

This is the currency in which the exercise price is payable.

N/A

+ See chapter 19 for defined terms

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Appendix 3G

Notification of issue, conversion or

payment up of unquoted equity +securities

*Exercise price

The price at which each option can be exercised and convert into the underlying security. If there is no exercise price please answer as $0.00.

The exercise price should be provided per the security currency (i.e. if the security currency is AUD, the exercise price should be expressed in AUD).

N/A

*Expiry date

The date on which the options expire or terminate.

N/A

*Details of the number and type of +security (including its ASX security code if the +security is quoted on or recorded by  ASX) that will be issued if an option is exercised

For example, if the option can be exercised to receive one fully paid ordinary share with ASX security code ABC, please insert “One fully paid ordinary share (ASX:ABC)“.

N/A

3C.8c

Details of non-convertible +debt securities, +convertible debt securities, or redeemable preference shares/units

Answer the questions in this section if you selected one of these security types in your response to Question 3B.2.

Refer to Guidance Note 34 and the “Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities” for further information on certain terms used in this section

*Type of +security

Select one item from the list

☐  Simple corporate bond

☐  Non-convertible note or bond

☐  Convertible note or bond

☐  Preference share/unit

☐  Capital note

☐  Hybrid security

☐  Other

*+Security currency

This is the currency in which the face value of the security is denominated. It will also typically be the currency in which interest or distributions are paid.

N/A

Face value

This is the principal amount of each security.

The face value should be provided per the security currency (i.e. if security currency is AUD, then the face value per security in AUD).

N/A

*Interest rate type

Select one item from the list

Select the appropriate interest rate type per the terms of the security. Definitions for each type are provided in the Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities

☐  Fixed rate

☐  Floating rate

☐  Indexed rate

☐  Variable rate

☐  Zero coupon/no interest

☐  Other

Frequency of coupon/interest payments per year

Select one item from the list.

☐  Monthly

☐  Quarterly

☐  Semi-annual

☐  Annual

☐  No coupon/interest payments

☐  Other

+ See chapter 19 for defined terms

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Appendix 3G

Notification of issue, conversion or

payment up of unquoted equity +securities

First interest payment date

A response is not required if you have selected “No coupon/interest payments” in response to the question above on the frequency of coupon/interest payments

N/A

Interest rate per annum

Answer this question if the interest rate type is fixed.

N/A

*Is the interest rate per annum estimated at this time?

Answer this question if the interest rate type is fixed.

N/A

If the interest rate per annum is estimated, then what is the date for this information to be announced to the market (if known)

Answer this question if the interest rate type is fixed and your response to the previous question is “Yes”.

Answer “Unknown” if the date is not known at this time.

N/A

*Does the interest rate include a reference rate, base rate or market rate (e.g. BBSW or CPI)?

Answer this question if the interest rate type is floating or indexed

N/A

*What is the reference rate, base rate or market rate?

Answer this question if the interest rate type is floating or indexed and your response to the previous question is “Yes”.

N/A

*Does the interest rate include a margin above the reference rate, base rate or market rate?

Answer this question if the interest rate type is floating or indexed.

N/A

*What is the margin above the reference rate, base rate or market rate (expressed as a percent per annum)

Answer this question if the interest rate type is floating or indexed and your response to the previous question is “Yes”.

N/A

*S128F of the Income Tax Assessment Act status applicable to the +security

Select one item from the list

For financial products which are likely to give rise to a payment to which s128F of the Income Tax Assessment Act applies, ASX requests issuers to confirm the s128F status of the security:

•   “s128F exempt” means interest payments are not taxable to non-residents;

•   “Not s128F exempt” means interest payments are taxable to non-residents;

•   “s128F exemption status unknown” means the issuer is unable to advise the status;

•   “Not applicable” means s128F is not applicable to this security

☐  s128F exempt

☐  Not s128F exempt

☐  s128F exemption status unknown

☐  Not applicable

*Is the +security perpetual (i.e. no maturity date)?

N/A

+ See chapter 19 for defined terms

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Appendix 3G

Notification of issue, conversion or

payment up of unquoted equity +securities

*Maturity date

Answer this question if the security is not perpetual

N/A

*Select other features applicable to the +security

Up to 4 features can be selected. Further information is available in the Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities.

☐  Simple

☐  Subordinated

☐  Secured

☐  Converting

☐  Convertible

☐  Transformable

☐  Exchangeable

☐  Cumulative

☐  Non-Cumulative

☐  Redeemable

☐  Extendable

☐  Reset

☐  Step-Down

☐  Step-Up

☐  Stapled

☐  None of the above

*Is there a first trigger date on which a right of conversion, redemption, call or put can be exercised (whichever is first)?

N/A

*If yes, what is the first trigger date

Answer this question if your response to the previous question is “Yes”.

N/A

Details of the number and type of +security (including its ASX security code if the +security is quoted on ASX) that will be issued if the securities to be quoted are converted, transformed or exchanged

Answer this question if the security features include “converting”, “convertible”, “transformable” or “exchangeable”.

For example, if the security can be converted into 1,000 fully paid ordinary shares with ASX security code ABC, please insert “1,000 fully paid ordinary shares (ASX:ABC)“.

N/A

3C.9

Any other information the entity wishes to provide about the +securities the subject of this notification

N/A

+ See chapter 19 for defined terms

5 June 2021

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Appendix 3G

Notification of issue, conversion or

payment up of unquoted equity +securities

Following the issue, conversion or payment up of the +securities the subject of this application, the issued +securities of the entity will comprise:

Note: the figures provided in the table below are used to calculate part of the total market capitalisation of the entity published by ASX from time to time. Please make sure you include in the table each class of security issued by the entity.

Restricted securities should be included in table 4.2.

4.1

Quoted +Securities (Total number of each +class of +securities issued and quoted on ASX)

*ASX security code and description

*Total number of +securities on issue

Ordinary shares

737,121,218

4.2

Unquoted +Securities (Total number of each +class of +securities issued but not quoted on ASX)

*ASX security code and description

*Total number of +securities on issue

Unquoted options

46,118,802

Incentive rights

1,500,000

Warrants

15,027,327

ADS Warrants

1,769,669

-

“Securities issued under a dividend or distribution plan that are not quoted, and are not intended to be quoted, on ASX”;

-

“Securities issued under an employee incentive scheme that are subject to a restriction on transfer and are not being quoted on ASX until the restriction ends” or “Other securities issued under an employee incentive scheme that are not intended to be quoted on ASX”; or

-

“Other”

Question No.

Question

Answer

5.1

*Were the +securities issued under an exception in Listing Rule 7.2 and therefore the issue did not need any security holder approval under Listing Rule 7.1?

Yes

5.1a

Enter the number of the applicable exception in Listing Rule 7.2

Note this should be a number between 1 and 17.

13

+ See chapter 19 for defined terms

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Appendix 3G

Notification of issue, conversion or

payment up of unquoted equity +securities

5.1a.1

*Does the +dividend or distribution plan meet the requirement of listing rule 7.2 exception 4 that it does not impose a limit on participation?

Answer this question if your response to Q5.1 is “Yes” and your response to Q5.1a is “4”.

Note: Exception 4 only applies where security holders are able to elect to receive all of their dividend or distribution as securities. For example, Exception 4 would not apply in the following circumstances: 1) The entity has specified a dollar limit on the level of participation e.g. security holders can only participate to a maximum value of $x in respect of their entitlement, or 2) The entity has specified a maximum number of securities that can participate in the plan e.g. security holders can only receive securities in lieu of dividend payable for x number of securities.

N/A

5.2

*Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1?

Answer this question if the response to Q5.1 is “No”.

N/A

5.2a

*Date of meeting or proposed meeting to approve the issue under listing rule 7.1

Answer this question if the response to Q5.1 is “No” and the response to Q5.2 is “Yes”.

N/A

5.2b

*Are any of the +securities being issued without +security holder approval using the entity’s 15% placement capacity under listing rule 7.1?

Answer this question if the response to Q5.1 is “No” and the response to Q5.2 is “No”.

N/A

5.2b.1

*How many +securities are being issued without +security holder approval using the entity’s 15% placement capacity under listing rule 7.1?

Answer this question if the response to Q5.1 is “No”, the response to Q5.2 is “No” and the response to Q5.2b is “Yes”.

If the response to Q5.2b is “Yes”, please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure B to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1 to issue that number of securities.

N/A

5.2c

*Are any of the +securities being issued without +security holder approval using the entity’s additional 10% placement capacity under listing rule 7.1A (if applicable)?

Answer this question if the response to Q5.1 is “No” and the response to Q5.2 is “No”.

N/A

+ See chapter 19 for defined terms

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Appendix 3G

Notification of issue, conversion or

payment up of unquoted equity +securities

5.2c.1

*How many +securities are being issued without +security holder approval using the entity’s additional 10% placement capacity under listing rule 7.1A?

Answer this question if the response to Q5.1 is “No”, the response to Q5.2 is “No” and the response to Q5.2c is “Yes”.

If the response to Q5.2c is “Yes”, please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure C to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1A to issue that number of securities.

N/A

+ See chapter 19 for defined terms

5 June 2021

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This appendix is available as an online form

Only use this form if the online version is not available

+Rule 3.10.3E

Question no

Question

Answer

1.1

*Name of entity

We (the entity named above) provide the following information about our issued capital.¹

MESOBLAST LTD

1.2

*Registration type and number

Please supply your ABN, ARSN, ARBN, ACN or another registration type and number (if you supply another registration type, please specify both the type of registration and the registration number).

ABN 68 109 431 870

1.3

*ASX issuer code

MSB

1.4

*The announcement is

Select whichever is applicable.

☒New announcement

☐Update/amendment to previous announcement

☐Cancellation of previous announcement

1.4a

*Reason for update

Answer this question if your response to Q 1.4 is “Update/amendment to previous announcement”.

N/A

1.4b

*Date of previous announcement to this update

Answer this question if your response to Q 1.4 is “Update/amendment to previous announcement”.

N/A

1.4c

*Reason for cancellation

Answer this question if your response to Q 1.4 is “Cancellation of previous announcement”.

N/A

1.4d

*Date of previous announcement to this cancellation

Answer this question if your response to Q 1.4 is “Cancellation”.

N/A

1.5

*Date of this announcement

2 December 2022

¹

Listing rule 3.10.3E requires an entity to notify ASX of details of the cessation of:

(a)

any securities issued under an employee incentive scheme:

(i)

to key management personnel or an associate, within 5 business days of their cessation;

(ii)

to someone who is not key management personnel or an associate, within 10 business days of the end of the quarter in which the cessation occurred;

(b)

any other equity securities not otherwise notifiable to ASX under rule 3.8A, within 5 business days of their cessation; or

(c)

any quoted debt securities, within 5 business days of their cessation.

The notification must be in the form of, or accompanied by, an Appendix 3H.

Listing rule 3.8A requires an entity to notify ASX of the cessation of securities pursuant to a buy-back by giving ASX an Appendix 3H:

•

in the case of a minimum holding buy-back, within 5 business days of the completion of the buyback; or

•

in all other cases, within 5 business days of giving ASX the final notice for the buy-back.

+ See chapter 19 for defined terms

5 June 2021

Page 1

This appendix is available as an online form

Appendix 3H

Notification of cessation of +securities

Part 2 –

Details of +equity securities or quoted +debt securities that have ceased

Question No.

Question

Answer

2.1

*ASX +security code and description

MSBAI - Options expiring various dates ex various prices

2.2

*Number of securities that have ceased

434,998 options have lapsed

2.3

*Reason for cessation

Note: the conversion of a convertible security (which is notifiable to ASX under Listing Rule 3.10.3B) is not regarded as the “cessation” of the convertible security for the purposes of this rule. Likewise, the payment up of a partly paid security resulting in it becoming a fully paid security (which is notifiable to ASX under Listing Rule 3.10.3D) is not regarded as the “cessation” of the partly paid security for the purposes of this rule.

☐Expiry of option or other convertible security without exercise or conversion

☒Lapse of conditional right to securities because the conditions have not been, or have become incapable of being, satisfied

☐Cancellation pursuant to a minimum holding buy-back

☐Cancellation pursuant to an employee share scheme buy-back

☐Cancellation pursuant to an on-market buy-back

☐Cancellation pursuant to an equal access scheme buy-back

☐Cancellation pursuant to a selective buy-back

☐Cancellation pursuant to another form of buy back

☐Cancellation pursuant to a reduction of capital

☐Cancellation pursuant to a scheme of arrangement or other reconstruction

☐Cancellation by agreement between the entity and the holder

☐Repayment or redemption of +convertible debt security without conversion

☐Repayment or redemption of quoted +debt security

☐Redemption of redeemable preference securities

☐Redemption of units

☐Cancellation of partly paid +securities upon which a call or instalment has not been paid

☐Other

If you have selected ‘other’ please provide additional details regarding the reason for cessation here:

+ See chapter 19 for defined terms

5 June 2021

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This appendix is available as an online form

Appendix 3H

Notification of cessation of +securities

2.4

*Date of cessation

426,666 on 31 October 2022

8,332 on 30 November 2022

2.5

*Is the entity paying any consideration for the cessation?

Example: the payment of an amount to the holder of an option or right as consideration for the holder to agree to a cancellation of the option or right.

The repayment of the principal amount of a convertible debt security or quoted debt security in accordance with its terms is not regarded as consideration paid for the cessation of that security.

No

2.6

*In what currency is the consideration being paid?

Answer this question if your response to Q 2.5 is “Yes”

N/A

2.6a

*Consideration amount per +security paid by the entity for the cessation

Answer this question if your response to Q 2.5 is “Yes”

The consideration amount per security should be provided per the currency specified in Q2.6.

Note: This question is not applicable for buy-back events (i.e. Minimum Holding, Employee, On-Market, Equal Access, Selective),

N/A

2.6b

*Total consideration paid or payable for the securities

The total consideration amount should be provided per the currency specified in Q2.6.

Note: This question is applicable to buy-back events only (i.e. minimum holding, employee share scheme, on-market, equal access scheme, selective or other),

N/A

2.7

Any other information the entity wishes to notify to ASX about the cessation?

N/A

+ See chapter 19 for defined terms

5 June 2021

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This appendix is available as an online form

Appendix 3H

Notification of cessation of +securities

Following the cessation of the +securities the subject of this notification, the issued capital of the entity will comprise:

3.1

*Quoted +equity securities and +debt securities (total number of each +class of +securities quoted on ASX) 

ASX +security code and description

Total number of +securities on issue

Ordinary shares

737,121,218

3.2

*Unquoted +equity securities (total number of each +class of +equity securities issued but not quoted on ASX): 

ASX +security code and description

Total number of +securities on issue

Unquoted options

Incentive Rights

Warrant

ADS Warrants

46,118,802

1,500,000

15,027,327

1,769,669

Note: the figures provided in the tables in sections 3.1 and 3.2 above are used to calculate the total market capitalisation of the entity published by ASX from time to time. Please make sure you include in the relevant table each class of securities issued by the entity.

If you have quoted CHESS Depository Interests (CDIs) issued over your securities, include them in the table in section 3.1.

Restricted securities should only be included in the table in section 3.1 if you are applying to have them quoted because the escrow period for the securities has expired or is about to expire. Otherwise include them in the table in section 3.2.

+ See chapter 19 for defined terms

5 June 2021

Page 4

Name of entity

Mesoblast Limited

ABN

68 109 431 870

Name of Director

Silviu Itescu (Chief Executive Officer)

Date of last notice

14 July 2021

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

25 November 2022

No. of securities held prior to change

68,958,928 ordinary shares, held as

follows:

•  Direct: 67,756,838 ordinary shares; and

• Indirect: 1,202,090 ordinary shares

3,085,334 options

Class

Options

Number acquired

1,550,000 options issued with approval of shareholders at the 2021 AGM

Number disposed

Not applicable

Value/Consideration

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

Nil

01/01/2011 Appendix 3Y Page 1

No. of securities held after change

68,958,928 ordinary shares, held as

follows:

• Direct: 67,756,838 ordinary

shares; and

• Indirect: 1,202,090 ordinary

shares

4,635,334 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 with approval by shareholders at the 2021 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

Appendix 3Y Page 2

01/01/2011

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

Not applicable

01/01/2011 Appendix 3Y Page 3