MESOBLAST LTD — Director's Dealing 2006

Dec 26, 2006

Rule 3.19A.2

Appendix 3Y

Change of 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 Ltd
ABN 109431870

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Donal O'Dwyer
Date of last notice	16 December 2004

Part 1 - Change of director's relevant interests in securities

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.

Direct or indirect interest	Direct Interest
Nature of indirect interest	N/A
(including registered holder)
Note: Provide details of the circumstances giving rise to the relevant
interest.
Date of change	23 November 2006
No. of securities held prior to change	150,000 options to acquire 150,000 ordinary
	shares
Class	Ordinary
Number acquired	150,000 options to acquire 150,000 ordinary
	shares
Number disposed	Nil
Value/Consideration	Nil
Note: If consideration is non-cash, provide details and estimated
valuation
No. of securities held after change	300,000 options to acquire 300,000 ordinary
	shares

⁺ See chapter 19 for defined terms.

Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back-	Options issued as per approval at AGM on $23$ November 2006
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------	----------------------------------------------------------------

Part 2 - Change of 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.

Detail of contract	Nil
Nature of interest	Nil
Name of registered holder (if issued securities)	N/A
Date of change	N/A
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	Nil
Interest acquired	Nil
Interest disposed	Nil
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	Nil
Interest after change	Nil

$+$ See chapter 19 for defined terms.