MESOBLAST LTD — Major Shareholding Notification 2012

Feb 21, 2012

Form 604

Corporations Law Section 671B

Notice of change of interests of substantial holder

ToCompany Name/Scheme	Mesoblast Limited
ACN/ARSN
1. Details of substantial holder (1)
Name	M&G Investment Funds (1)
	M&G Investment Funds (3)
	M&G Investment Funds (12)
	M&G Investment Management Limited
	M&G Limited
	M&G Group Limited
	M&G Securities Limited
	Prudential plc
ACN/ARSN (if applicable)
There was a change in the interests	17 February 2012
of the substantial holder on
The previous notice was given to the	07 December 2011
company on
The previous notice was dated	07 December 2011

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate(2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of Security (4)	Previous Notice	Previous Notice	Present Notice	Present Notice
	Person’s votes	Voting Power (5)	Person’s votes	Voting Power (5)
Ordinary NPV	30,984,977	11.04%	32,018,195	11.25%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person’s votes affected
	M&G Investment Funds (1) M&G Investment Funds (3) M&G Investment Funds (12) M&G Investment Management Limited M&G Limited M&G Group Limited M&G Securities Limited Prudentialplc
		PLEASE SEE ANNEX 1 (Below)

Freehills Melbourne ASIC00603\003811236

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder	Nature of relevant interest	Class and number of securities
M&G Investment Funds (1) M&G Investment Management Limited M&G Securities Limited M&G Limited M&G Group Limited Prudentialplc	State Street Nominees Limited A/C GMBM	State Street Nominees Limited A/C GMBM	Power to exercise or control the exercise of, a right to vote attached to the securities Power to dispose of, or control the exercise of a power to dispose of, the securities	15,400,000
M&G Investment Management Limited, M&G Securities Limited, M&G Limited, M&G Group Limited, Prudential plc	HSBC SEOUL GL BASICS MOTHER FD	(HSBC Seoul GL Basics Mother Fund) KBAS		2,758
M&G Investment Management Limited, M&G Securities Limited M&G Limited, M&G Group Limited, Prudential plc	JNL/M&G GLOBAL BASICS FUND	JNL/M&G GLOBAL BASICS FUND		515,437
M&G Investment Funds (3) M&G Investment Management Limited, M&G Securities Limited M&G Limited, M&G Group Limited, Prudential plc	State Street Nominees Limited A/C GMIQ	State Street Nominees Limited A/C GMIQ	Power to exercise or control the exercise of, a right to vote attached to the securities Power to dispose of, or control the exercise of a power to dispose of, the securities	14,650,000
M&G Investment Funds (1) M&G Investment Management Limited, M&G Securities Limited M&G Limited, M&G Group Limited, Prudential plc	State Street Nominees Limited A/C GMBS	State Street Nominees Limited A/C GMBS	Power to exercise or control the exercise of, a right to vote attached to the securities Power to dispose of, or control the exercise of a power to dispose of, the securities	850,000
M&G Investment Funds(12) M&G Investment Management Limited, M&G Securities Limited M&G Limited, M&G Group Limited, Prudential plc	State Street Nominees Ltd A/C GML2	State Street Nominees Ltd A/C GML2	Power to exercise or control the exercise of, a right to vote attached to the securities Power to dispose of, or control the exercise of a power to dispose of, the securities	600,000

Freehills Melbourne ASIC00603\003811236

5. Changes in association

The persons who have been associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and CAN/ARSN (if applicable)	Nature of association
M&G Investment Funds (1)	An Open Ended Investment Company (Separate Legal
M&G Investment Funds (3)	Entity, not within the Prudential plc group of
M&G Investment Funds (12)	companies), the assets are managed by M&G Investment
	Management Limited, which is a wholely owned
	subsidiary of Prudential Plc, as are M&G Limited and
	M&G Group Limited and as such these companies are
	included within this notice.
6. Addresses
The addresses of persons named in this form are as follows:
Name	Address
M&G Investment Funds (1)	Laurence Pountney Hill, London EC4R 0HH, England
M&G Investment Funds (3)
M&G Investment Funds(12)
M&G Investment Management	Laurence Pountney Hill, London EC4R 0HH, England
Limited
M&G Limited	Laurence Pountney Hill, London EC4R 0HH, England
M&G Securities Limited	Laurence Pountney Hill, London EC4R 0HH, England
M&G Group Limited	Laurence Pountney Hill, London EC4R 0HH, England
Prudential plc	Laurence Pountney Hill, London EC4R 0HH, England
State Street Nominees	20 Churchill Place, Canary Wharf, London E14 5HJ,
	England
IIIIIIIIIIIIIIIII
Signature
print name James Todd	capacityNotifiables Administrator
sign here James Todd	date21 February 2012

Freehills Melbourne ASIC00603\003811236

DIRECTIONS

(1)	If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an
	equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to
	throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the
	form.
(2)	See the definition of “associate” in section 9 of the Corporations Law.
(3)	See the definition of “relevant interest” in sections 608 and 671B(7) of the Corporations Law.
(4)	The voting shares of a company constitute one class unless divided into separate classes.
(5)	The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant
	interest in.
(6)	The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.
(7)	Include details of:
	(a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out
	the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany
	this form, together with a written statement certifying this contract, scheme or arrangement; and
	(b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to
	which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).
	See the definition of “relevant agreement” in section 9 of the Corporations Law.
(8)	If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write “unknown”.
(9)	Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become
	entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be
	included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom
	the relevant interest was acquired.

Freehills Melbourne ASIC00603\003811236

Annex 1: Transactions 07 December 2011 to 17 February 2012

Holder of relevant interest	Date of acquisition	Consideration (9)	Consideration (9)	Class and number of securities
		Cash	Non- cash	Ord NPV
M&G Investment Management Limited M&G Limited M&G Group Limited M&G Securities Limited Prudential plc (PGGU)	*17-Feb-12	4,668,000		-600,000
M&G Investment Funds (12) M&G Investment Management Limited M&G Limited M&G Group Limited M&G Securities Limited Prudential plc (M&G Int Specialist Equity Fund) (ISEF)	*17-Feb-12	4,668,000		600,000
M&G Investment Management Limited, M&G Limited, M&G Group Limited, Prudential plc (HSBC Seoul GL Basics Mother Fund KBAS)	09-Feb-12 10-Feb-12 13-Feb-12 16-Dec-11	350 383 171 872		53 56 24 114
M&G Investment Management Limited, M&G Limited, M&G Group Limited, Prudential plc (JNL/M&G Global Basics Fund JBCS	29-Dec-11	230,976		32,971
M&G Investment Funds (1) M&G Investment Management Limited, M&G Limited, M&G Group Limited, Prudential Plc (M&G GLOBAL BASICS FUND - AUST)	12-Dec-11 21-Dec-11 22-Dec-11 09-Feb-12 10-Feb-12 13-Feb-12	1,960,664 1,403,124 475,659 1,320,748 1,437,265 639,234		250,000 185,000 65,000 199,947 210,077 89,976

• *Fund Rationalisation Transfer – PUTL Global Growth to M&G Int Specialist Equity Fund.

Freehills Melbourne ASIC00603\003811236