MESOBLAST LTD — Capital/Financing Update 2014

May 1, 2014

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)		Ordinary shares (fully paid) and Unlisted options to acquire ordinaryshares
		1. 293,400 Fully Paid Ordinary Shares 2. 200,000 Unlisted options to acquire ordinary shares.
		Ordinary Shares 293,400 Fully Paid Ordinary Shares as per the company’s constitution, upon the exercise of options.
		Unlisted Options 200,000 Unlisted options to acquire ordinary shares at a price per share of $6.79, vesting over three years, and expiring 29 November 2018.

• 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?

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

• 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)

	Yes for Ordinary Shares;
	Ordinary Shares Issued Upon The Exercise of
	Share Options:
	Price per Shares Funds Received by the
	Share Issued Company
	$2.64 270,000 $712,800
	$3.48 23,400 81,432
	TOTAL 293,400 $794,232
	200,000 Unlisted Options to Acquire Shares
	Issued for No Consideration.
	293,400 Ordinary shares issued upon the
	exercise of options in accordance with the Company’s Employee Share
	Ownership Plan.
	200,000 Unlisted Options to Acquire Ordinary
	Shares awarded to 1 senior employee
	pursuant to the Company’s Employee
	Share Ownership Plan. This award of
	options forms part of the annual
	remuneration packages of our senior
	employees located outside of
	Australia.

• See chapter 19 for defined terms.

Appendix 3B Page 2

Appendix 3B New issue announcement

7 Dates of entering+securities into uncertificated holdings or despatch of certificates Date Registered Number of Fully Paid Shares Issued 23/12/2013 23,400 30/12/2013 270,000 Total 293,400 Date Registered Number of Unlisted Options to Acquire Shares Issued 14/01/2014 200,000 Total 200,000 Number +Class 8 Number and+class of all+securitiesquotedon ASX (including the securities in clause 2 if applicable) 321,616,694^ Ordinary Shares Number +Class 9 Number and+class of all+securities not quoted on ASX (including_the securities in clause 2 if applicable) 12,719,608^^ Unlisted Options 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) All ordinary shares rank equally and participate in the right to dividends equally ^ _Ordinary Shares Balance per Appendix 3B lodged 20 Dec 13 Shares issued per Appendix 3B lodged 30 Apr 14 Shares issued per Appendix 3B lodged 01 May 14_ Number and +class of all +securitiesquotedon ASX 321,210,394 112,900 293,400 321,616,694 ^^ Unlisted Options Balance per Appendix 3B lodged 20 Dec 13 Options issued per Appendix 3B lodged 30 Apr 14 Options exercised per Appendix 3B lodged 30 Apr 14 Options cancelled per Appendix 3B lodged 30 Apr 14 _Options issued per Appendix 3B lodged 01May 14 Options exercised per Appendix 3B lodged 01 May 14_ Number and +class of all +securitiesnot quotedon ASX 12,867,575 315,000 (112,900) (256,667) 200,000 (293,400) 12,719,608 _ Shares/Options issued were omitted from items 2 to 7 in Appendix 3B filed 30 April 2014 – however were disclosed as part of the balance disclosed at items 8 and 9. This Appendix 3B (dated 01 May 2014) provides the necessary disclosure in items 2 to 7 for these securities.	Date Registered Number of Fully Paid Shares Issued 23/12/2013 23,400 30/12/2013 270,000 Total 293,400 Date Registered Number of Unlisted Options to Acquire Shares Issued 14/01/2014 200,000 Total 200,000	Date Registered Number of Fully Paid Shares Issued 23/12/2013 23,400 30/12/2013 270,000 Total 293,400 Date Registered Number of Unlisted Options to Acquire Shares Issued 14/01/2014 200,000 Total 200,000	Date Registered Number of Fully Paid Shares Issued 23/12/2013 23,400 30/12/2013 270,000 Total 293,400 Date Registered Number of Unlisted Options to Acquire Shares Issued 14/01/2014 200,000 Total 200,000
		Number	+Class
		321,616,694^	Ordinary Shares
		Number	+Class
		12,719,608^^	Unlisted Options
		All ordinary shares rank equally and participate in the right to dividends equally
		321,210,394 112,900 293,400 321,616,694
		12,867,575 315,000 (112,900) (256,667) 200,000 (293,400) 12,719,608

• See chapter 19 for defined terms.

Appendix 3B Page 3

Appendix 3B New issue announcement

Part 2 - Bonus issue or pro rata issue

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

Appendix 3B Page 4

Appendix 3B New issue announcement

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) 29 Date rights trading will end (if applicable) 30 How do+security holders sell their entitlements_in full_through a broker? 31 How do+security holders sell part of their entitlements through a broker and accept for the balance? 32 How do+security holders dispose of their entitlements (except by sale through a broker)? 33 +Despatch date	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.

Appendix 3B Page 5

Appendix 3B New issue announcement

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

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

• See chapter 19 for defined terms.

Appendix 3B Page 6

Appendix 3B New issue announcement

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

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.

Appendix 3B Page 7

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. Digitally signed by

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----- Start of picture text -----

Digitally signed by
Jenni.Pilcher@mesoblast.com
DN:
cn=Jenni.Pilcher@mesoblast.c
om,
email=Jenni.Pilcher@mesobla
st.com
Date: 2014.05.01 19:52:47
+10'00'
Sign here: _______
Company Secretary
----- End of picture text -----

Date: 1st May 2014

Print name: Jenni Pilcher

• See chapter 19 for defined terms.

Appendix 3B Page 8

Appendix 3B New issue announcement

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

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Insert number of fully paid [+] ordinary 315,423,901
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following:
• Number of fully paid [+] ordinary securities 1,458,900
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid [+] ordinary securities
issued in that 12 month period with 0
shareholder approval
• Number of partly paid [+] ordinary 0
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities cannot
be added
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
Subtract the number of fully paid [+] ordinary 0
securities cancelled during that 12 month
period
“A” 316,882,801
----- End of picture text -----

• See chapter 19 for defined terms.

Appendix 3B Page 9

Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”

“B” 0.15 [Note: this value cannot be changed] Multiply “A” by 0.15 47,532,420 Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

• Insert number of[+] equity securities issued 365,000 – Loan Funded Shares issued in or agreed to be issued in that 12 month the last 12 month period; and period not counting those issued: 3,018,893 – Fully Paid Shares issued for

• • Under an exception in rule 7.2 purchase of assets as per Appendix 3B filed on 20 December 2013.

• • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4

• Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities

• • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

• • It may be useful to set out issues of securities on different dates as separate line items

• “C” 3,383,893

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1

“A” x 0.15 47,532,420 Note: number must be same as shown in Step 2 Subtract “C” 3,383,893 Note: number must be same as shown in Step 3 Total [“A” x 0.15] – “C” 44,148,527 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

Appendix 3B Page 10

Appendix 3B New issue announcement

Part 2

New issue announcement Part 2	New issue announcement Part 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A” Note: number must be same as shown in Step 1 of Part 1
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items
“E”

• See chapter 19 for defined terms.

Appendix 3B Page 11

Appendix 3B New issue announcement

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

“A” x 0.10 Note: number must be same as shown in Step 2 Subtract “E” Note: number must be same as shown in Step 3 Total [“A” x 0.10] – “E” Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 12