AMP LIMITED — Major Shareholding Notification 2009

May 17, 2009

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Date:

18th May 2009

The Manager Listings Department Australian Stock Exchange Limited

No. of Pages (incl.): 2

NOTICE OF PERSON CEASING TO BE A SUBSTANTIAL HOLDER

Dear Sir/Madam,

Pursuant to Section 671 of the Corporations Law, AMP Limited hereby advises that it is no longer a substantial holder in Mesoblast.

The enclosed ASIC Form 605 discloses all required details.

Yours faithfully,

Glen Moran Head of Corporate Actions BNP Paribas Securities Services Phone: 02 9222 0091

BNP PARIBAS FUND SERVICES AUSTRALASIA PTY LTD Level 6 60 Castlereagh Street Sydney NSW 2000 Australia PO BOX R209 Royal Exchange NSW 1225 Australia Tel: +61 2 9222 0000 - Fax: +61 2 9222 0255

ABN 71 002 655 674

Form 605 Corporations Law Section 671B Notice of Ceasing to be a Substantial Holder

To:

Mesoblast

ACN/ARSN: 109 431 870

1. Details of substantial holder

Name: AMP Limited ACN 079 354 519 and its related bodies corporate.

The holder ceased to be a substantial holder on 14th May 2009 The previous notice was given to the company on 04-Mar-2009 The previous notice was dated 02-Mar-2009

2. Changes in relevant interests

Particulars of each change in, or change in the nature of, relevant interests of the substantial holder or an associate in voting securities of the company, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest changed	_Nature of change _	Consideration given in _relation to change _	Class and number of securities affected	Person’s votes affected
2-Apr-09	AMP Capitial Investors Limited	Share acquisition	$75,139.92	Fully Paid Ordinary 104,361	104,361
20-Mar-2009 to 14-May-2009	AMP Life Limited	Share disposal	-$2,098,034.62	Fully Paid Ordinary -2,725,000	-2,725,000
2-Apr-09	Cogent Nominees PtyLimited	Share acquisition	$201,600.00	Fully Paid Ordinary 280,000	280,000
2-Apr-09	Cogent Nominees PtyLimited	Share acquisition	$734,400.00	Fully Paid Ordinary 1,020,000	1,020,000

3. Change in association

The persons who have become associates of, ceased to be associates of, or have changed the nature of their association with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ‘ACN Nature of association

No Changes

4. Addresses

The addresses of persons named in this form are as follows:

Name Address AMP Life Limited Level 24, 33 Alfred Street, Sydney NSW 2000 AMP Capital Investors Limited Level 22, 33 Alfred Street, Sydney NSW 2000 Cogent Nominees Pty Limited Level 6, 60 Castlereagh Street, Sydney NSW 2000

This notice of change of interests of substantial holder (ASIC Form 605) comprises 1 page/s in total.