MESOBLAST LTD — Capital/Financing Update 2015

Oct 29, 2015

MARKET RELEASE

30 October 2015

Mesoblast Limited

SUSPENSION FROM OFFICIAL QUOTATION

The securities of Mesoblast Limited (the "Company") will be suspended from quotation immediately, at the request of the Company, pending the release of an announcement by the Company.

Security Code: MSB

Cheng Tang

ADVISER, LISTINGS COMPLIANCE (MELBOURNE)

Level 4, North Tower, Rialto 525 Collins Street Melbourne VIC 3000

www.asx.com.au Customer service 13 12 79 03 9617 8706 cheng.tang@asx.com.au

Mesoblast Limited ABN 68 109 431 870

Corporate Headquarters Level 38

55 Collins Street Melbourne, Victoria 3000 ALISTRALIA

$T + 61396396036$ $F + 61$ 3 9639 6030

United States Operations 505 Fifth Avenue Third Floor New York, NY 10017 LISA

$T + 12128802060$ $F + 12128802061$

Asia 20 Biopolis Way #05-01 Centros Biopreneur 3 SINGAPORE 138668

$t + 6565700635$ $F + 6565700176$

info@mesoblast.com www.mesoblast.com

Dear Sir

30 October 2015

Mr James Gerraty Advisor ASX Markets Supervision Pty Ltd Level 4 Rialto Towers 525 Collins Street MELBOURNE VIC 3000

Request for suspension at the request of Mesoblast Limited (ASX:MSB)

The directors of Mesoblast Limited ACN 109 431 870 (ASX: MSB) (Mesoblast) request that ASX suspend the Company's securities from quotation from the commencement of trading on 30 October 2015.

The suspension is requested in connection with a potential international capital raising, the details in respect of which are ongoing.

For the purposes of Listing Rule 17.2, Mesoblast provides the following information:

the suspension is necessary as Mesoblast expects to make an announcement in $(a)$ connection with the potential capital raising:

• $(b)$ Mesoblast expects that the suspension to remain in place until no later than the close of trading on 13 November 2015;
• $(c)$ Mesoblast expects that an announcement with respect to the conclusion and results of the capital raising will end the suspension; and
• $(d)$ Mesoblast is not aware of any reason why the securities should not be suspended.

Yours sincerely

$M_l$ Peter T Howard General Counsel Mesoblast Limited

This letter shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.