MESOBLAST LTD — Major Shareholding Notification 2015

Nov 18, 2015

Form 604

Corporations Act 2001

Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	Mesoblast Ltd
ACN/ARSN	ACN 109 431 870

1. Details of substantial holder (1)

Name		Credit Suisse Holdings (Australia) Limited (on behalf of Credit Suisse Group AG and its affiliates)
ACN/ARSN (if applicable)	008 496 713
There was a change in the interests of the substantial holder on		16-Nov-2015
The previous notice was given to the company on		17-Nov-2015
The previous notice was dated		17-Nov-2015

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 securities (4)	Previous Notice		Present Notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
Ordinary Shares	147.138.572	$39.73\%$	147.170.320	38.72%

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	Class and number of securities affected	Person's votes affected
		Dilution due to 3B Notice lodged on 16 Nov 2015
16-Nov-2015	Credit Suisse (Hong Kong) Limited	Acquired on market	51,543.38 AUD	24,290 Ordinary Shares	24.290
16-Nov-2015	Credit Suisse (Hong Kong) Limited	Acquired on market	335.78 AUD	158 Ordinary Shares	158
16-Nov-2015	Credit Suisse (Hong Kong) Limited	Acquired on market	15,679.16 AUD	7,376 Ordinary Shares	7.376

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	Registered holder of I Person entitled to	be registered as	l Nature of relevant	I Class and number	Person's
interest	securities	holder (8)	'interest (6)	l of securities	votes
l See Annexure "A"

5. Changes in association

The persons who have become 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:

I Name and ACN/ARSN (if applicable)	Nature of association

ν
---	--

6. Addresses

The addresses of persons named in this form are as follows:

Name	Address
See Annexure "B"

Signature

÷,

print name	Sarah Culham	capacity	Company Secretary
sign here		date	19-Nov-2015

Annexure "A"

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 (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
Credit Suisse (Hong Kong) Limited	HSBC Custody Nominees (Australia) Limited (ACN 003 094 568)	Credit Suisse (Hong Kong) Limited	Voting rights and right to dispose	31,748 Ordinary Shares	31,748
Credit Suisse Equities (Australia) Limited (ACN 068 232 708)	CS Fourth Nominees Pty Limited (ACN 069 126 432)	Credit Suisse Equities (Australia) Limited	Holder of securities subject to an obligation to return under a securities lending agreement	3,329,300 Ordinary Shares	3,329,300
Credit Suisse Securities (Europe) Limited (ARBN 099554131)	HSBC Custodv Nominees (Australia) Limited (ACN 003 094 568)	Credit Suisse Securities (Europe) Limited	Voting rights and right to dispose	16,173 Ordinary Shares	16,173
Credit Suisse Securities (Europe) Limited (ARBN 099554131)	HSBC Custody Nominees (Australia) Limited (ACN 003 094 568)	Credit Suisse Securities (Europe) Limited	Holder of securities subject to an obligation to return under a securities lending agreement	742,500 Ordinary Shares	742,500
Credit Suisse Funds AG	HSBC Custody Nominees (Australia) Limited (ACN 003 094 568)	Credit Suisse Funds AG	Voting rights and right to dispose	46,352 Ordinary Shares	46,352
Credit Suisse Securities (USA) LLC	HSBC Custody Nominees (Australia) Limited (ACN 003 094 568)	Credit Suisse Securities (USA) LLC	Holder of securities subject to an obligation to return under a securities lending agreement	671,234 Ordinary Shares	671,234
Credit Suisse Securities (USA)	Brian Jamieson	Brian Jamieson	Restriction on disposal of shares under	335,000 Ordinary Shares	335,000
LLC			voluntary "lock-up" (escrow) agreements
			(certified copies of those agreements
			were attached as Annexure "G" to the form 603, Notice of initial substantial
			Holder of Credit Suisse Holdings
			(Australia) Limited on behalf of CS Group
			AG and its affiliates dated 4 Nov 2015) in
			relation to a proposed public offering in the United States of
			America of American Depositary Receipts, each representing
			Mesoblast ordinary shares, giving Credit Suisse Securities
			(USA) LLC a "relevant interest" under
			Section 608(1)(c) of the Corporations Act, notwithstanding that
			Credit Suisse has no right to acquire these
			shares or to control the voting rights attached to these shares
Credit Suisse	Brians Maserati Pty	Brians Maserati Pty	Restriction on disposal	275,000 Ordinary	275,000
Securities (USA) LLC	Ltd	Ltd	of shares under voluntary "lock-up"	Shares

			(escrow) agreements (certified copies of those agreements were attached as Annexure "G" to the form 603, Notice of initial substantial Holder of Credit Suisse Holdings (Australia) Limited on behalf of CS Group AG and its affiliates dated 4 Nov 2015) in relation to a proposed public offering in the United States of America of American Depositary Receipts, each representing Mesoblast ordinary shares, giving Credit Suisse Securities (USA) LLC a "relevant interest" under Section 608(1)(c) of the Corporations Act, notwithstanding that Credit Suisse has no right to acquire these shares or to control the voting rights attached to these shares
Credit Suisse	Paul Hodgkinson	Paul Hodgkinson	Restriction on disposal	150,000 Ordinary	150,000
Securities (USA) LLC			of shares under	Shares
			voluntary "lock-up" (escrow) agreements
			(certified copies of
Credit Suisse	Eric Rose	Eric Rose	those agreements were attached as Annexure "G" to the form 603, Notice of initial substantial Holder of Credit Suisse Holdings (Australia) Limited on behalf of CS Group AG and its affiliates dated 4 Nov 2015) in relation to a proposed public offering in the United States of America of American Depositary Receipts, each representing Mesoblast ordinary shares, giving Credit Suisse Securities (USA) LLC a "relevant interest" under Section 608(1)(c) of the Corporations Act, notwithstanding that Credit Suisse has no right to acquire these shares or to control the voting rights attached to these shares Restriction on disposal	26,667 Ordinary	26,667
Securities (USA) LLC			of shares under voluntary "lock-up" (escrow) agreements (certified copies of	Shares
			those agreements were attached as Annexure "G" to the form 603, Notice of

			initial substantial Holder of Credit Suisse Holdings (Australia) Limited on behalf of CS Group AG and its affiliates dated 4 Nov 2015) in relation to a proposed public offering in the United States of America of American Depositary Receipts, each representing Mesoblast ordinary shares, giving Credit Suisse Securities (USA) LLC a "relevant interest" under Section 608(1)(c) of the Corporations Act, notwithstanding that Credit Suisse has no right to acquire these shares or to control the voting rights attached to these
			shares
Credit Suisse Securities (USA) LLC	Donal O'Dwyer	Donal O'Dwyer	Restriction on disposal of shares under voluntary "lock-up" (escrow) agreements (certified copies of those agreements	300,000 Ordinary Shares	300,000
			were attached as Annexure "G" to the form 603, Notice of initial substantial Holder of Credit Suisse Holdings (Australia) Limited on
			behalf of CS Group AG and its affiliates dated 4 Nov 2015) in relation to a proposed public offering in the United States of
			America of American Depositary Receipts, each representing Mesoblast ordinary shares, giving Credit Suisse Securities (USA) LLC a "relevant
			interest" under Section 608(1)(c) of the Corporations Act, notwithstanding that Credit Suisse has no right to acquire these shares or to control the voting rights attached to these
			shares
Credit Suisse Securities (USA) LLC	Dundrum Investments Ltd	Dundrum Investments Ltd	Restriction on disposal of shares under voluntary "lock-up" (escrow) agreements (certified copies of those agreements were attached as Annexure "G" to the form 603, Notice of initial substantial Holder of Credit Suisse Holdings	292,903 Ordinary Shares	292,903
			(Australia) Limited on
			behalf of CS Group AG and its affiliates

$\hat{\mathcal{L}}$

			dated 4 Nov 2015) in relation to a proposed public offering in the United States of America of American Depositary Receipts, each representing Mesoblast ordinary shares, giving Credit Suisse Securities (USA) LLC a "relevant interest" under Section 608(1)(c) of the Corporations Act, notwithstanding that Credit Suisse has no right to acquire these shares or to control the voting rights attached to these shares
Credit Suisse Securities (USA) LLC	Dundrum Investments Ltd	Dundrum Investments Ltd	Restriction on disposal of shares under voluntary "lock-up" (escrow) agreements (certified copies of those agreements were attached as Annexure "G" to the form 603, Notice of initial substantial Holder of Credit Suisse Holdings (Australia) Limited on behalf of CS Group AG and its affiliates dated 4 Nov 2015) in relation to a proposed public offering in the United States of America of American Depositary Receipts, each representing Mesoblast ordinary shares, giving Credit Suisse Securities (USA) LLC a "relevant interest" under Section 608(1)(c) of the Corporations Act, notwithstanding that Credit Suisse has no right to acquire these shares or to control the voting rights attached to these shares	511,824 Ordinary Shares	511,824
Credit Suisse Securities (USA) LLC	Ben-Zion Weiner	Ben-Zion Weiner	Restriction on disposal of shares under voluntary "lock-up" (escrow) agreements (certified copies of those agreements were attached as Annexure "G" to the form 603, Notice of initial substantial Holder of Credit Suisse Holdings (Australia) Limited on behalf of CS Group AG and its affiliates dated 4 Nov 2015) in relation to a proposed public offering in the United States of America of American Depositary Receipts,	26,667 Ordinary Shares	26,667

$\mathcal{F}^{\text{c}}{\text{c}}$ , $\mathcal{F}^{\text{c}}{\text{c}}$

$\sim$

			each representing Mesoblast ordinary shares, giving Credit Suisse Securities (USA) LLC a "relevant interest" under Section 608(1)(c) of the Corporations Act, notwithstanding that Credit Suisse has no right to acquire these shares or to control the voting rights attached to these shares
Credit Suisse	Michael Spooner	Michael Spooner	Restriction on disposal	868,272 Ordinary	868,272
Securities (USA) LLC			of shares under voluntary "lock-up"	Shares
			(escrow) agreements
			(certified copies of those agreements
			were attached as
			Annexure "G" to the form 603, Notice of
			initial substantial
			Holder of Credit Suisse Holdings
			(Australia) Limited on
			behalf of CS Group AG and its affiliates
			dated 4 Nov 2015) in
			relation to a proposed public offering in the
			United States of America of American
			Depositary Receipts,
			each representing Mesoblast ordinary
			shares, giving Credit
			Suisse Securities (USA) LLC a "relevant
			interest" under
			Section 608(1)(c) of the Corporations Act,
			notwithstanding that
			Credit Suisse has no right to acquire these
			shares or to control the voting rights
			attached to these
			shares
Credit Suisse Securities (USA)	Spooner Superannuation	Spooner Superannuation	Restriction on disposal of shares under	181,728 Ordinary Shares	181,728
LLC.	Fund	Fund	voluntary "lock-up"
			(escrow) agreements (certified copies of
			those agreements
			were attached as Annexure "G" to the
			form 603, Notice of initial substantial
			Holder of Credit
			Suisse Holdings (Australia) Limited on
			behalf of CS Group
			AG and its affiliates dated 4 Nov 2015) in
			relation to a proposed
			public offering in the United States of
			America of American
			Depositary Receipts, each representing
			Mesoblast ordinary shares, giving Credit
			Suisse Securities
			(USA) LLC a "relevant interest" under

$\mathbf{v}$

			Section 608(1)(c) of the Corporations Act, notwithstanding that Credit Suisse has no right to acquire these shares or to control the voting rights attached to these shares
Credit Suisse	William Burns	William Burns	Restriction on disposal	26,667 Ordinary	26,667
Securities (USA) LLC			of shares under voluntary "lock-up" (escrow) agreements (certified copies of those agreements were attached as Annexure "G" to the form 603, Notice of	Shares
			initial substantial Holder of Credit Suisse Holdings (Australia) Limited on behalf of CS Group AG and its affiliates dated 4 Nov 2015) in
			relation to a proposed public offering in the United States of America of American Depositary Receipts, each representing Mesoblast ordinary
			shares, giving Credit Suisse Securities (USA) LLC a "relevant interest" under Section 608(1)(c) of the Corporations Act, notwithstanding that
			Credit Suisse has no right to acquire these shares or to control the voting rights attached to these shares
Credit Suisse Securities (USA) LLC	Mr Michael Spooner and Ms Anne Spooner	Michael Spooner Family Account	Restriction on disposal of shares under voluntary "lock-up"	5,000 Ordinary Shares	5,000
			(escrow) agreements (certified copies of those agreements were attached as Annexure "G" to the
			form 603, Notice of initial substantial Holder of Credit Suisse Holdings (Australia) Limited on
			behalf of CS Group AG and its affiliates dated 4 Nov 2015) in relation to a proposed public offering in the
			United States of America of American Depositary Receipts, each representing Mesoblast ordinary shares, giving Credit
			Suisse Securities (USA) LLC a "relevant interest" under Section 608(1)(c) of the Corporations Act,
			notwithstanding that Credit Suisse has no right to acquire these shares or to control

			the voting rights
			attached to these shares
Credit Suisse Securities (USA) LLC	Mr Michael Spooner	Michael Spooner Family Account	Restriction on disposal of shares under voluntary "lock-up" (escrow) agreements (certified copies of those agreements	4,000 Ordinary Shares	4,000
			were attached as Annexure "G" to the form 603, Notice of initial substantial Holder of Credit
			Suisse Holdings (Australia) Limited on behalf of CS Group AG and its affiliates dated 4 Nov 2015) in relation to a proposed
			public offering in the United States of America of American Depositary Receipts, each representing
			Mesoblast ordinary shares, giving Credit Suisse Securities (USA) LLC a "relevant interest" under
			Section 608(1)(c) of the Corporations Act, notwithstanding that Credit Suisse has no right to acquire these shares or to control
			the voting rights attached to these shares
Credit Suisse Securities (USA)	JP Morgan Chase Bank N.A.	Cephalon Inc	Restriction on disposal of shares under	55,785,806 Ordinary Shares	55,785,806
LLC			voluntary "lock-up" (escrow) agreements (certified copies of those agreements were attached as Annexure "G" to the form 603, Notice of initial substantial Holder of Credit
			Suisse Holdings (Australia) Limited on behalf of CS Group AG and its affiliates
			dated 4 Nov 2015) in relation to a proposed public offering in the United States of America of American
			Depositary Receipts, each representing Mesoblast ordinary shares, giving Credit
			Suisse Securities (USA) LLC a "relevant interest" under Section 608(1)(c) of the Corporations Act,
			notwithstanding that Credit Suisse has no right to acquire these shares or to control
			the voting rights attached to these
Credit Suisse			shares

$\frac{1}{2}$

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			(escrow) agreements
			(certified copies of
			those agreements
			were attached as
			Annexure "G" to the
			form 603, Notice of
			initial substantial
			Holder of Credit
			Suisse Holdings
			(Australia) Limited on
			behalf of CS Group
			AG and its affiliates
			dated 4 Nov 2015) in
			relation to a proposed
			public offering in the
			United States of
			America of American
			Depositary Receipts,
			each representing
			Mesoblast ordinary
			shares, giving Credit
			Suisse Securities
			(USA) LLC a "relevant
			interest" under
			Section 608(1)(c) of
			the Corporations Act,
			notwithstanding that
			Credit Suisse has no
			right to acquire these
			shares or to control
			the voting rights
			attached to these
			shares
Credit Suisse	Josaka Investments	Josaka Investments	Restriction on disposal	487,804 Ordinary
Securities (USA)	Pty Ltd	Pty Ltd	of shares under		487,804
LLC				Shares
			voluntary "lock-up"
			(escrow) agreements
			(certified copies of
			those agreements
			were attached as
			Annexure "G" to the
			form 603, Notice of
			initial substantial
			Holder of Credit
			Suisse Holdings
			(Australia) Limited on
			behalf of CS Group
			AG and its affiliates
			dated 4 Nov 2015) in
			relation to a proposed
			public offering in the
			United States of
			America of American
			Depositary Receipts,
			each representing
			Mesoblast ordinary
			shares, giving Credit
			Suisse Securities
			(USA) LLC a "relevant
			interest" under
			Section 608(1)(c) of
			the Corporations Act,
			notwithstanding that
			Credit Suisse has no
			right to acquire these
			shares or to control
			the voting rights
			attached to these
			shares
Credit Suisse	Celgene Alpine
		Celgene Alpine	Restriction on	15,298,837 Ordinary	15,298,837
Securities (USA) LLC	Investment	Investment	disposal of shares	Shares
	Company III, LLC	Company III, LLC	by virtue of the
			undertaking
			contained in an
			underwriting
			agreement in
			relation to a public
			offering in the United States of

$\label{eq:2} \begin{split} \mathcal{L}{\text{max}} = \mathcal{L}{\text{max}} \ \mathcal{L}{\text{max}} = \mathcal{L}{\text{max}} \end{split}$

$\ddot{\cdot}$

	America of
	American
	Depositary
	Receipts, each
	representing
	Mesoblast ordinary
	shares (certified
	copies of those
	agreements were
	attached as Annexure
	"A" to the form 604,
	Notice of change of
	interests of substantial
	holder of Credit
	Suisse Holdings
	(Australia) Limited on
	behalf of CS Group
	AG and its affiliates
	dated 17 Nov 2015),
	under which
	undertaking
	Mesoblast agrees
	not to waive or
	released Celgene
	Alpine Investment
	Company III, LLC
	from its 12-month
	lockup pursuant to
	its agreement with
	Mesoblast dated 15
	April 2015 without
	the underwriters'
	prior written
	consent, giving CS
	a "relevant interest"
	under Section
	$608(1)(c)$ of the
	Corporations Act,
	notwithstanding that
	CS has no right to
	acquire these
	shares or to control
	the voting rights attached to these
	shares.

This is Annexure "A" of 8 pages referred to in the Form 604 "Notice of change of interests of substantial holder"

Signature

Credit Suisse Holdings (Australia) Limited (ACN 008 496 713)

capacity

date

Company Secretary 19-Nov-2015

print name sign here Sarah Culham

Z 1

Annexure "B"

6. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Credit Suisse Holdings (Australia) Limited (ACN 008 496 713)	Level 31, Gateway, 1 Macquarie Place, Sydney NSW 2000, Australia
Credit Suisse Equities (Australia) Limited (ACN 068 232 708)	Level 31, Gateway, 1 Macquarie Place, Sydney NSW 2000, Australia
Credit Suisse Fourth Nominees Pty Limited (ACN 069 126 432)	Level 31, Gateway, 1 Macquarie Place, Sydney NSW 2000, Australia
Credit Suisse Securities (Europe) Limited (ARBN 099554131)	One Cabot Square, London, E14 4QJ
Credit Suisse Securities (USA) LLC	11 Madison Avenue., New York, New York 10010, New York 10010
Credit Suisse (Hong Kong) Limited	Level 21, International Commerce Centre,1 Austin Road West, Kowloon, Hong Kong
Credit Suisse Funds AG	Giesshübelstrasse 30, Zurich, 8045

This is Annexure "B" of 1 page referred to in the Form 604 "Notice of change of interests of substantial holder"

Signature

Credit Suisse Holdings (Australia) Limited (ACN 008 496 713)

print name sign here

Sarah Culham capacity Company Secretary $\overline{date}$ 19-Nov-2015