MESOBLAST LTD — Capital/Financing Update 2012

Jan 11, 2012

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

MESOBLAST LIMITED

ABN

68 109 431 870

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (eg, 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. Ordinary shares (fully paid); and 2. Unlisted options to ordinary shares
	1. 1,863,103 Fully Paid Ordinary Shares; and 2. 2,948,700 Unlisted options to ordinary shares
	1,863,103 Fully Paid Ordinary Shares as per the company’s constitution; 2,850,000 Unlisted options to acquire ordinary shares at a price per share of $7.99, vesting over three years, and expiring 30 June 2016; and 98,700 Unlisted options to acquire ordinary shares at a price per share of $3.48, approved by the Board 30 November 2010, and an expiry date of 29November 2015.

• See chapter 19 for defined terms.

Appendix 3B Page 1

Appendix 3B New issue announcement

• 4 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted[+] securities?

Yes for Ordinary Shares;

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

• 5 Issue price or consideration

Ordinary	Shares Issued Upon The Exercise of	Shares Issued Upon The Exercise of
Share Options Raising		$3m:
		Funds Received by
Price per		the
Share	Shares Issued	Company
$1.00	450,000	$450,000
$1.20	277,389	$332,867
$1.58	280,000	$442,400
$2.13	300,000	$639,000
$2.00	3,000	$6,000
$0.005	159,822	$‐
$0.44	30,000	13,317
$3.48	323,000	1,124,040
$0.42	39,892	16,895
TOTAL	1,863,103	$3,024,519

2,948,700 Unlisted Options to Acquire Shares Issued for No Consideration.

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

• 6 Purpose of the issue 1,863,103 Ordinary shares issued upon the (If issued as consideration for the exercise of options in accordance with the acquisition of assets, clearly Company’s Employee Share Ownership identify those assets) Plan; 2,948,000 Unlisted Options to Acquire Ordinary Shares as part of the Company’s Employee Share Ownership Plan;

7 Dates of entering +securities into uncertificated holdings or despatch of certificates	Date Registered Number of Shares 8/07/2011 30,000 9/08/2011 64,000 28/09/2011 3,000 29/09/2011 80,000 7/10/2011 120,000 18/10/2011 219,822 19/10/2011 30,000 11/11/2011 39,892 22/11/2011 66,000 30/11/2011 73,400 01/12/2011 80,000 21/11/2011 277,389 14/12/2011 212,800 16/12/2011 78,400 19/12/2011 54,930 20/12/2011 153,470 22/12/2011 200,000 05/01/12 80,000 Total 1,863,103 Date Registered Number of Unlisted Options to Acquire Shares 14/09/2011 98,700 22/12/2011 2,850,000

• See chapter 19 for defined terms.

Appendix 3B Page 3

Appendix 3B New issue announcement

Number +Class 8 Number and +class of all 280,238,361 Ordinary Shares +securities quoted on ASX ( including the securities in clause 2 if applicable)

9 Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	11,806,136	Unlisted Options (27,000 options have lapsed since last App 3B filing)
	All ordinary shares rank equally and participate in the right to dividends equally

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval N/A required? 12 Is the issue renounceable or non‐ N/A renounceable? 13 Ratio in which the[+] securities N/A will be offered 14 +Class of +securities to which the N/A offer relates 15 +Record date to determine N/A entitlements 16 Will holdings on different N/A registers (or subregisters) be aggregated for calculating entitlements?

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has+security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of+security holders 25 If the issue is contingent on +security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled 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 28 Date rights trading will begin (if applicable)	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

29 Date rights trading will end (if N/A applicable) 30 How do[+] security holders sell N/A their entitlements in full through a broker? 31 How do[+] security holders sell N/A part of their entitlements through a broker and accept for the balance? 32 How do +security holders N/A dispose of their entitlements (except by sale through a broker)? 33 +Despatch date N/A

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities ( tick one )

• (a)  Ordinary Shares Only as 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

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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

Entities that have ticked box 34(b)

• 38 Number of securities for which +quotation is sought

• 39 Class of +securities for which quotation is sought

• 40 Do the[+] securities rank equally in all respects from the date of allotment 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

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

• 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)

Number +Class

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

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Quotation agreement

• 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.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• 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 not available now, 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: ........................... .... Date: 12[th] January 2012 Company Secretary

Print name: Jenni Pilcher

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 9