MESOBLAST LTD — Capital/Financing Update 2023

Dec 3, 2023

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4 December 2023

The Manager Market Announcements Office ASX Limited Rialto Towers Level 50, 525 Collins Street MELBOURNE VIC 3000

Dear Sir/Madam

Notice under section 708AA(2)(f) of the Corporations Act 2001 (Cth)

This notice is given by Mesoblast Limited ACN 109 431 870 (ASX: MSB) ( MSB ) under section 708AA(2)(f) of the Corporations Act 2001 (Cth) ( Corporations Act ) as notionally modified by ASIC Corporations (Non-Traditional Rights Issue) Instrument 2016/84 ( ASIC Instrument 2016/84 ) and ASIC Corporations (Disregarding Technical Relief) Instrument 2016/73 ( ASIC Instrument 2016/73 ).

Where applicable, references in this notice are to sections of the Corporations Act as modified by ASIC Instrument 2016/84 and ASIC Instrument 2016/73.

MSB announced earlier today a pro rata accelerated non-renounceable entitlement offer ( Entitlement Offer ) of 1 fully paid ordinary share in MSB ( New Shares ) for every 4 fully paid ordinary shares held in MSB ( Share ) as at 7.00pm (Melbourne time) on Wednesday, 6 December 2023 at a price of A$0.30 per New Share to existing eligible shareholders.

Under section 708AA(2)(f) of the Corporations Act, MSB states that:

• (a) MSB will offer the New Shares for issue without disclosure to investors under Part 6D.2 of the Corporations Act;

• (b) this notice is being given under section 708AA(2)(f) of the Corporations Act;

• (c) as at the date of this notice, MSB has complied with:

  • (i) the provisions of Chapter 2M of the Corporations Act as they apply to MSB; and

  • (ii) sections 674 and 674A of the Corporations Act;

• (d) as at the date of this notice, there is no excluded information of the type referred to in sections 708AA(8) and 708AA(9) of the Corporations Act; and

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• (e) the potential effect that the Entitlement Offer will have on the control of MSB and the consequences of that effect are as follows:

  • (i) if all eligible shareholders take up their full entitlements under the Entitlement Offer, then the Entitlement Offer should have no effect on the control of Mesoblast;

  • (ii) if some eligible shareholders do not take up all of their entitlements under the Entitlement Offer or do not take up their entitlements at all, then the interests of those eligible shareholders will be diluted; and

  • (iii) the proportional interests of shareholders who are not eligible shareholders will be diluted because such shareholders are not entitled to participate in the Entitlement Offer, having regard to:

    • (A) the composition of Mesoblast's share register; and

    • (B) the terms of the Entitlement Offer;

on the basis that their notional entitlements are allocated to eligible institutional investors or to eligible retail shareholders participating in the top up facility; and

• (iv) it is not currently expected that any shareholder will increase their voting power in MSB pursuant to the Entitlement Offer in a way that will have any material impact on the control of MSB. In particular, no person presently has a relevant interest in more than 20% of Shares, and no person is expected to have a more than 20% relevant interest in Shares immediately following the Entitlement Offer.

Yours sincerely,

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Niva Sivakumar Company Secretary

Mesoblast Limited

This notice was authorised by the Board of Mesoblast Limited .