MESOBLAST LTD — Director's Dealing 2004

Dec 16, 2004

Rule 3.19A.1

Appendix 3X

Initial Director's Interest Notice

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 30/9/2001.

	__ Name of entity Mesoblast Limited	_________ ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,	-------
$-109$ 431 870 IA CN. $\cdots$ $\cdots$

We (the entity) give ASX the following information under listing rule 3.19A.1 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Michael Robert Spooner
Date of appointment	29 September 2004

Part 1 - Director's relevant interests in securities of which the director is the registered holder

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director" should be disclosed in this part.

Number & class of securities

400,000 options to acquire 400,000 ordinary shares

$\frac{1}{2}$

⁺ See chapter 19 for defined terms.

Part 2 – Director's relevant interests in securities of which the director is not the registered holder

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Name of holder $\&$ nature of interest Note: Provide details of the circumstances giving rise to the relevant interest.	Number & class of Securities
Holder: Michael Spooner ATF Michael Spooner Family Trust	200,000 ordinary shares
Nature of interest: Director is a trustee and beneficiary of the trust

Part 3 - Director's interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of "notifiable interest of a director" should be disclosed in this part.

Nil
$N_{1}$
N/A
Nil

$\tilde{\mathcal{G}}_2$

⁺ See chapter 19 for defined terms.