AMP LIMITED — Major Shareholding Notification 2009

Mar 3, 2009

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Date: 4-Mar-09

The Manager Listings Department Australian Stock Exchange Limited

No. of Pages (incl.): 3

NOTICE OF CHANGE OF INTERESTS OF SUBSTANTIAL HOLDER

Dear Sir/Madam,

Pursuant to Section 671B of the Corporations Law, AMP Limited hereby advises of a change in its relevant interest in Mesoblast Limited.

The enclosed ASIC Form 604 discloses all required details.

Yours faithfully,

Justin Christopher Head of Custody BNP Paribas Securities Services Phone: 02 9222 0029

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 604 Corporations Law Section 671B

Notice of Change of Interests of Substantial Holder

To: Mesoblast Limited

ACN/ARSN: 109 431 870

1. Details of substantial holder

Name: AMP Limited ACN 079 354 519 and its related bodies corporate. There was a change in the interests of the substantial holder on 02-Mar-2009 The previous notice was given to the company on 09-Apr-2008 The previous notice was dated 07-Apr-2008

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate had a relevant interest in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class ofsecurities	Person’s votes Voting power Previous notice	Person’s votes Voting power Previous notice	Person’s votes Voting power Present notice	Person’s votes Voting power Present notice
FullyPaid Ordinary	8,228,525	6.90%	6,753,753	5.59%

3. 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 shares affected	Person’s votes affected
11-Nov-08	AMP Capitial Investors Limited	Share acquisition	$20,528.32	Fully Paid Ordinary 18,893	18,893
6-Jan-09	AMP Life Limited	Share acquisition	$5,270,494.10	Fully Paid Ordinary 5,296,979	5,296,979
30-Jul-2008 to 2-Mar-2009	AMP Life Limited	Share disposal	-$6,722,026.00	Fully Paid Ordinary -7,077,477	-7,077,477
2-Jul-2008 to 22-Dec-2008	Cogent Nominees PtyLimited	Share acquisition	$504,702.53	Fully Paid Ordinary 536,040	536,040
16-Jul-2008 to 29-Dec-2008	Cogent Nominees Pty Limited Accounts>	Share acquisition	$113,325.67	Fully Paid Ordinary 114,393	114,393
7-Jul-08	Cogent Nominees Pty Limited Accounts>	Share disposal	-$330,876.00	Fully Paid Ordinary -363,600	-363,600

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be _registered as holder _	Nature of relevant interest	Class and number of securities	Person’s votes affected
AMP Life Limited	AMP Life Limited	AMP Life Limited	AMP Life is entitled to be the registered holder of the class and number of securities listed beside its name AMP Life Limited is a controlled body corporate of AMP Limited within the meaning of Section 608(3) of the Corporations Law	Fully Paid Ordinary: 3,796,979	3,796,979
AMP Capital Investors Limited ('AMP Capital')	Cogent Nominees Pty Limited Accounts>	Cogent Nominees Pty Limited Accounts>	AMP Capital Investors Limited is a controlled body corporate of AMP Limited within the meaning of Section 608(3) of the Corporations Law. AMP Capital, in its capacity as the investment manager for the persons or trusts listed besides its name, has the power to control voting	Fully Paid Ordinary: 1,633,267	1,633,267
	Cogent Nominees Pty Limited	Cogent Nominees Pty Limited		Fully Paid Ordinary: 536,040	536,040
AMP Capital Investors Limited as Future Directions Australian Small Companies Fund	Cogent Nominees Pty Limited	AMP Capital Investors Limited		Fully Paid Ordinary: 787,467	787,467
				Total: 6,753,753

5. 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 shareholder in relation to voting interests In the company or scheme are as follows:

Name and ACN Nature of association No Changes 6. 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 604) comprises 2 page/s in total.