J.P. Morgan is the depositary bank and plays a key role in the process of issuance and cancellation of ADRs. J.P. Morgan also maintains the ADR holder register and distributes the dividends in U.S. dollars. In addition, J.P. Morgan is a DTC (Depositary Trust Company) participant as are brokers and dealers, other banks, trust companies and clearinghouses. For additional general information, please visit J.P. Morgan’s website at www.adr.com and search for Mesoblast’s ADR profile.

A sponsored Level III ADR must comply with the SEC's full registration and reporting requirements. The company is required to file its annual report on Form 20-F with the SEC and to comply with the SEC's other disclosure rules. The company’s financial reporting must be prepared in accordance with US Generally Accepted Accounting Principles (US GAAP) or International Financial Reporting Standards (IFRS). The company currently follows IFRS in its financial reporting.

Registration allows the issuer to list its ADRs on a major US stock exchange, namely the NASDAQ Stock Market, which has further reporting and disclosure requirements.

An American Depositary Receipt (ADR) is a negotiable United States certificate representing ownership of shares in a non-U.S. corporation. ADRs are quoted and traded in U.S. dollars in the United States securities market, and the dividends are paid to investors in U.S. dollars. ADRs were specifically designed to facilitate the purchase, holding and sale of non-U.S. securities by investors in the United States and to provide a corporate finance vehicle for non-U.S. companies. ADRs can be held in book-entry form or as a physical certificate.

An ADR (American Depositary Receipt) is a negotiable certificate issued by a depositary bank representing a specific number of shares of a non-U.S. company traded on a U.S. stock exchange. An ADS (American Depositary Share) is the share issued under the ADR agreement which is actually traded.

You may purchase Mesoblast ADRs through a broker as you would buy U.S. securities. You may not buy ADRs directly from Mesoblast.

Converting ordinary shares into ADRs must be done through a broker or an investment advisor. Alternatively, contact J.P. Morgan for further assistance.

For the most current Mesoblast ADR dividend information please visit www.adr.com or or you can call J.P. Morgan. Please have your account number, exact address, and exact name(s) on the account ready when you call.

Mesoblast has a Level III ADR facility trading on the NASDAQ market in the United States and is managed by J.P. Morgan. The ADR Ticker (Symbol) is MESO.

A registered holder is one whose name appears on the books of the depositary. The registered holder is considered the owner of the record. A beneficial holder is one whose holdings are registered in a name other than his or her own, such as the name of a broker, bank or nominee.

For registered owners, ownership is registered by the depositary bank and is evidenced by an account statement provided by the depositary.

Registered owners can hold physical ADR certificates, please contact J.P. Morgan for further information. All registered holders, be it in book entry form or certificated, receive dividends and proxy voting materials directly from J.P. Morgan.

Dividends are paid in U.S. dollars and are generally taxable, just like dividends on U.S. shares.

It is important that you contact J.P. Morgan Shareowner Services when you move so that your account records can be updated and your dividend check is sent to the right address.

You will receive account statements following each investment activity. You will also receive a statement at the end of the year showing all year-to-date transaction activity. You should retain these statements for tax purposes.

You can request the replacement of a lost dividend check by calling J.P. Morgan. Upon authorization from you, a stop payment order will be placed against the original check and a replacement check will be issued to you. Please have your Account Number & Social Security Number ready when calling.

Mesoblast files annual, semi-annual, and special reports alongside other information with the Securities and Exchange Commission (SEC). Please visit http://www.sec.gov to view our latest filings. You may also read and copy any documents that Mesoblast file with the SEC at the Public Reference Room, 100 F Street, N.E., Washington, D.C. 20549, USA or call the SEC on 1-800-SEC-0330 for further information on the Public Reference Room.

Your Mesoblast ADR represents your ownership of shares in the company and can be held in certificate or book-entry form. If you hold your ADRs in certificate form, these should be kept in a safe-deposit box or secure place. Certificates are negotiable documents and should be signed only in the event of a sale or transfer of ownership. If you hold your ADRs through a “Street Name” (nominee account) these will be in book-entry form and therefore you will not have an ADR certificate.

For those holders who are not registered because their shares are held through a “Street Name” (nominee account), please contact your nominee for information on your ADR holdings.

Investors in the United States generally prefer to purchase ADRs rather than ordinary shares in the issuer’s home market because ADRs trade, clear and settle according to United States market conventions. One of the main advantages to ADRs is the facilitation of diversification into foreign securities. ADRs also allow easy comparison to securities of similar companies as well as access to price and trading information, U.S. dollar dividend payments and corporate action notifications.

ADR issuers, including Mesoblast, generally have full information in English about themselves on their websites, as well as on the main depositary bank websites, and are tracked by the main United States financial websites.