MESOBLAST LTD — Major Shareholding Notification 2022

May 29, 2022

605 Page 1 of 3

Form 605

Corporations Act

2001 Section 671B

Notice of ceasing to be a substantial holder

To Company Name/Scheme MESOBLAST LTD ACN/ARSN/ ABN 68 109 431 870

1. Details of substantial holder (1)

Name JPMorgan Chase & Co. and its affiliates ACN/ARSN (if applicable) NA

The holder ceased to be a substantial holder on 25/05/2022 The previous notice was given to the company on 19/05/2022 The previous notice was dated 17/05/2022

2. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest (2) of the substantial holder or an associate (3) 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 (4)	Consideration given in relation to change (5)	Class (6) and number of securities affected	Person's votes affected
See Appendix	JPMORGAN CHASE BANK,N.A	Securities on Loan as Agent Lender	See Appendix	9,286 (Ordinary)	9,286 (Ordinary)
See Appendix	J.P. MORGAN SECURITIES PLC	Holder of securities subject to an obligation to return under a securities lending agreement	See Appendix	1,237,200 (Ordinary)	1,237,200 (Ordinary)
See Appendix	J.P. MORGAN SECURITIES PLC	Purchase and sales of securities in its capacity as Principal/Proprietary	See Appendix	14,126 (Ordinary)	14,126 (Ordinary)
See Appendix	J.P. MORGAN SECURITIES LLC	Holder of securities subject to an obligation to return under a securities lending agreement	See Appendix	209,000 (Ordinary)	209,000 (Ordinary)
See Appendix	J.P. MORGAN SECURITIES LLC	Rehypothecation of client securities under a Prime Brokerage Agreement	See Appendix	104,355 (Ordinary)	104,355 (Ordinary)
See Appendix	J.P. MORGAN SECURITIES AUSTRALIA LIMITED	Holder of securities subject to an obligation to return under a securities lending agreement	See Appendix	5,863,000 (Ordinary)	5,863,000 (Ordinary)
See Appendix	J.P. MORGAN SECURITIES AUSTRALIA LIMITED	Purchase and sales of securities in its capacity as Principal/Proprietary	See Appendix	26,529 (Ordinary)	26,529 (Ordinary)

605 Page 2 of 3

3. Changes in association

The persons who have become associates (3) of, ceased to be associates of, or have changed the nature of their association (7) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
J.P. MORGAN SECURITIES LLC	Subsidiary of JPMorgan Chase & Co
J.P. MORGAN SECURITIES PLC	Subsidiary of JPMorgan Chase & Co
J.P. MORGAN SECURITIES AUSTRALIA LIMITED	Subsidiary of JPMorgan Chase & Co
JPMORGAN CHASE BANK, N.A.	Subsidiary of JPMorgan Chase & Co

4. Addresses

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

Name	Address
JPMorgan Chase & Co.	383 Madison Avenue, New York, New York, NY, 10179, United States
J.P. MORGAN SECURITIES LLC	383 Madison Ave., New York, New York, NY, 10179, United States
J.P. MORGAN SECURITIES PLC	25 Bank Street, Canary Wharf, London, E14 5JP, England
J.P. MORGAN SECURITIES AUSTRALIA LIMITED	LEVEL 18, 83-85 CASTLEREAGH STREET, SYDNEY, NS, NSW 2000, Australia
JPMORGAN CHASE BANK, N.A.	1111 Polaris Parkway, Columbus, Delaware, OH, 43240, United States

Signature

print name Vasim Pathan capacity Compliance Officer sign here date 27/05/2022

605 Page 3 of 3

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 4 of the form.

• (2) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

• (3) See the definition of "associate" in section 9 of the Corporations Act 2001.

• (4) Include details of:

• (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. 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 Act 2001.

• (5) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was a cquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional o n the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its ssociate a in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

• (6) The voting shares of a company constitute one class unless divided into separate classes.

• (7) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

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TRADES FOR RELEVANT PERIOD Appendix
Transaction Date Entity Product Type Type of Transaction Quantity Price (AUD) Consideration
Balance at start of relevant period 35,638,995
18-May-22 J.P. MORGAN SECURITIES AUSTRALIA LIMITED Equity Sell (4,568) 1.02 $ 4,636.52
18-May-22 J.P. MORGAN SECURITIES AUSTRALIA LIMITED Equity Buy 3,249 1.04 $ 3,378.96
18-May-22 J.P. MORGAN SECURITIES PLC Equity Buy 10,360 1.04 $ 10,722.60
18-May-22 J.P. MORGAN SECURITIES PLC Equity Buy 3,766 1.03 $ 3,891.20
19-May-22 J.P. MORGAN SECURITIES AUSTRALIA LIMITED Equity Borrow Return (2,300,000) - $ -
19-May-22 J.P. MORGAN SECURITIES AUSTRALIA LIMITED Equity Borrow Return (3,000) - $ -
19-May-22 J.P. MORGAN SECURITIES AUSTRALIA LIMITED Equity Borrow Return (1,500,000) - $ -
19-May-22 J.P. MORGAN SECURITIES AUSTRALIA LIMITED Equity Borrow 140,000 - $ -
19-May-22 J.P. MORGAN SECURITIES PLC Equity Borrow 137,200 - $ -
19-May-22 J.P. MORGAN SECURITIES PLC Equity Borrow 500,000 - $ -
19-May-22 J.P. MORGAN SECURITIES AUSTRALIA LIMITED Equity Sell (3,249) 1.04 $ 3,362.72
19-May-22 J.P. MORGAN SECURITIES AUSTRALIA LIMITED Equity Buy 22,293 1.02 $ 22,738.86
19-May-22 J.P. MORGAN SECURITIES AUSTRALIA LIMITED Equity Buy 3,606 1.01 $ 3,642.06
19-May-22 J.P. MORGAN SECURITIES AUSTRALIA LIMITED Equity Sell (2,813) 1.01 $ 2,827.07
20-May-22 J.P. MORGAN SECURITIES AUSTRALIA LIMITED Equity Sell (3,606) 1.01 $ 3,642.06
20-May-22 J.P. MORGAN SECURITIES AUSTRALIA LIMITED Equity Buy 5,325 1.01 $ 5,378.25
20-May-22 J.P. MORGAN SECURITIES AUSTRALIA LIMITED Equity Buy 2,574 1.02 $ 2,612.61
20-May-22 J.P. MORGAN SECURITIES AUSTRALIA LIMITED Equity Sell (25,475) 1.00 $ 25,475.00
20-May-22 JPMORGAN CHASE BANK, N.A. Equity Borrow 9,286 - $ -
23-May-22 J.P. MORGAN SECURITIES AUSTRALIA LIMITED Equity Borrow Return (2,200,000) - $ -
23-May-22 J.P. MORGAN SECURITIES PLC Equity Borrow 600,000 - $ -
23-May-22 J.P. MORGAN SECURITIES AUSTRALIA LIMITED Equity Sell (2,574) 1.01 $ 2,586.87
23-May-22 J.P. MORGAN SECURITIES AUSTRALIA LIMITED Equity Buy 3,252 1.01 $ 3,268.26
23-May-22 J.P. MORGAN SECURITIES AUSTRALIA LIMITED Equity Buy 3,780 1.00 $ 3,772.50
23-May-22 J.P. MORGAN SECURITIES AUSTRALIA LIMITED Equity Sell (2,308) 1.00 $ 2,296.46
24-May-22 J.P. MORGAN SECURITIES AUSTRALIA LIMITED Equity Sell (3,252) 0.99 $ 3,219.48
24-May-22 J.P. MORGAN SECURITIES AUSTRALIA LIMITED Equity Buy 6,878 0.99 $ 6,787.96
24-May-22 J.P. MORGAN SECURITIES AUSTRALIA LIMITED Equity Buy 2,485 0.99 $ 2,462.71
24-May-22 J.P. MORGAN SECURITIES AUSTRALIA LIMITED Equity Buy 3,470 0.99 $ 3,417.95
24-May-22 JPMORGAN CHASE BANK, N.A. Equity Borrow 74,600 - $ -
25-May-22 J.P. MORGAN SECURITIES AUSTRALIA LIMITED Equity Sell (3,470) 0.98 $ 3,383.25
25-May-22 J.P. MORGAN SECURITIES AUSTRALIA LIMITED Equity Buy 13,522 0.97 $ 13,068.78
25-May-22 J.P. MORGAN SECURITIES AUSTRALIA LIMITED Equity Buy 2,510 0.97 $ 2,428.43
25-May-22 J.P. MORGAN SECURITIES AUSTRALIA LIMITED Equity Buy 4,900 0.97 $ 4,728.50
25-May-22 J.P. MORGAN SECURITIES LLC Depository Receipt On Lend 104,355 - $ -
25-May-22 J.P. MORGAN SECURITIES LLC Equity Borrow 90,000 - $ -
25-May-22 J.P. MORGAN SECURITIES LLC Depository Receipt Borrow 119,000 - $ -
25-May-22 JPMORGAN CHASE BANK, N.A. Equity Borrow Return (74,600) - $ -
Balance at end of relevant period 31,376,491
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1/1

Appendix: Prescribed information pursuant to securities lending transaction disclosed under the substantial shareholding notice filed with ASX.

**Date: **	27-May-22
Company’s name:	MESOBLAST LTD
ISIN:	AU000000MSB8
Date of change of relevant interests:	25-May-22
Schedule
Type of agreement	Institutional Account Agreement
Parties to agreement	JP Morgan Securities LLC for itself and as agent and trustee for the other J.P. Morgan Entities and BlackRock, Brown Brothers Harriman & Co(As Agent), National Financial Services LLC, National Financial Services LLC - As Agent, Citibank Na-As Agent, State Street Bank And Trust Co (As Agent), Vanguard Group Inc (As Agt), Interactive Brokers LLC, Tradestation Securities INC, Robinhood Securities, LLC, (herein referred to as “JPMS”). “ J.P. Morgan Entities” means, as the context may require or permit, any and all of JPMSL, JPMorgan Chase Bank, N.A., J.P. Morgan Securities LLC., J.P. Morgan Markets Limited, J.P. Morgan Securities Australia Limited, J.P. Morgan Securities (Asia Pacific) Limited, J.P. Morgan Securities Japan Co., Ltd and J.P. Morgan Prime Nominees Limited and any additional entity notified to the Company from time to time.
Transfer date	Settlement Date 9-Aug-21 2-Sep-21 10-Dec-21 7-Feb-22 9-Feb-22 23-Feb-22 11-Mar-22 25-Mar-22 4-Apr-22 12-May-22 17-May-22 18-May-22 20-May-22 23-May-22
Holder of voting rights	JPMS is the holder of the voting rights from the time at which it exercises its right to borrow. Notwithstanding this, please note that the Company has the right to recall equivalent securities if it wishes to exercise its voting rights in respect of the securities.
Are there any restriction on voting rights	Yes
If yes, detail	JPMS will not be able to exercise voting rights in circumstances where the Company has recalled equivalent securities from JPMS before the voting rights have been exercised. In these circumstances, JPMS must return the securities to the Company and the Companyholds thevotingrights.
Scheduled return date (if any)	N/A. There is no term to the loan of securities.
Does the borrower have the right to **returnearly? **	Yes.
If yes, detail	JPMS has the right to return all and any securities or equivalent securities early at any time.
Does the lender have the right to recall **early? **	Yes.
Ifyes, detail	The Companyhas theright torecallallorany equivalent securities ondemand.
Will the securities be returned on settlement?	Yes. Settlement of the loan will occur when JPMS returns equivalent securities to the Company. There is no term to the loan of securities.
If yes, detail any exceptions
Statement	If requested by the company to whom the prescribed form must be given, or if requested by ASIC, a copy of the agreementwillbe givento that company or ASIC.

Appendix: Prescribed information pursuant to securities lending transaction disclosed under the substantial shareholding notice filed with ASX.

Date:	27-May-22
Company’s name:	MESOBLAST LTD
ISIN:	AU000000MSB8
Date of change of relevant interests:	25-May-22
Schedule
Type of agreement	Global Master Securities Lending Agreement ("GMSLA")
Parties to agreement	Blackrock Advisors (UK) Limited ("lender") and J.P. Morgan Securities plc ("borrower")
Transfer date	Settlement Date 2-Mar-22
Holder of voting rights	Borrower
Are there any restriction on voting rights	Yes
If yes, detail	The borrower shall have no obligation to arrange for voting rights to be exercised in accordance with the instructions of the other party, unless otherwise agreed between the parties.
Scheduled return date (if any)	None
Does the borrower have the right to return early?	Yes
If yes, detail	Borrower has the right to terminate a loan and redeliver all and any equivalent securities due and outstanding to the lender in accordance with lender's instructions and lender shall accept such redelivery.
Does the lender have the right to recall early?	Yes.
If yes, detail	Lender has right to recall all or any equivalent securities at any time by giving notice on any business day of not less than the standard settlement time for such equivalent securities on the exchange or in the clearing organisation through which the relevant borrowed securities were originally delivered. The borrower must return the securities not later than the expiry of such notice in accordance with the lender’s instructions.
Will the securities be returned on settlement?	Yes
If yes, detail any exceptions	No exceptions
Statement	If requested by the company to whom the prescribed form must be given, or if requested by ASIC, a copy of the agreement will be given to that company or ASIC.

Appendix: Prescribed information pursuant to securities lending transaction disclosed under the substantial shareholding notice filed with ASX.

**Date: **	27-May-22
Company’s name:	MESOBLAST LTD
ISIN:	AU000000MSB8
Date of change of relevant interests:	25-May-22
Schedule
Type of agreement	Overseas Securities Lender’s Agreement (“OSLA”)
Parties to agreement	The Bank of New York Mellon Corporation (formerly known as The Bank of New York) (acting as agent) (“lender”),J.P. Morgan Securities Plc(“borrower”)
Transfer date	Settlement Date 19-Apr-22 26-Apr-22
Holder of voting rights	Borrower
Are there any restriction on voting rights	Yes
If yes, detail	The borrower undertakes to use its best endeavours to arrange for the voting rights to be exercised in accordance with the instructions of the lender, provided that the lender uses its best endeavours to notify the borrower of its instructions in writing no later than 7 business days prior to the date upon which such votes are exercisable or as otherwise agreed between theparties. This undertakingis set out in clause 4(B)(ii)of the standard form OSLA.
Scheduled return date(if any)	None
Does the borrower have the right to **return early? **	Yes
If yes, detail	Borrower has right to return all and any equivalent securities early at any time in accordance with the lender’s instructions.
Does the lender have the right to **recall early? **	Yes
If yes, detail	Lender has right to recall all or any equivalent securities at any time by giving notice on any business day of not less than the standard settlement time for such equivalent securities on the exchange. The borrower must return the securities not later than the expiry of such notice in accordance with the lender’s instructions.
Will the securities be returned on settlement?	Yes
If yes, detail any exceptions	No exceptions
Statement	If requested by the company to whom the prescribed form must be given, or if requested by ASIC,a copyof the agreement will begiven to that companyor ASIC.

Appendix: Prescribed information pursuant to securities lending transaction disclosed under the substantial shareholding notice filed with ASX.

**Date: **	27-May-22
Company’s name:	MESOBLAST LTD
ISIN:	AU000000MSB8
Date of change of relevant interests:	25-May-22
Schedule
Type of agreement	Exclusive Securities Lending Agreement dated November 17, 2020 to the Global Master Securities Lending Agreement
Parties to agreement	SFT ("lending agent") - CALIFORNIA STATE TEACHERS' RETIREMENT SYSTEM ("lender") and J.P. Morgan Securities Plc ("borrower")
Transfer date	Settlement Date 27-May-21 28-Jun-21 20-May-22
Holder of voting rights	Borrower
Are there any restriction on voting rights	Yes
If yes, detail	The borrower shall have no obligation to arrange for voting rights to be exercised in accordance with the instructions of the other party, unless otherwise agreed between the parties.
Scheduled return date (if any)	None
Does the borrower have the right to **return early? **	Yes
If yes, detail	Borrower has the right to terminate a loan and redeliver all and any equivalent securities due and outstandingto the lender in accordance with lender's instructions and lender shall accept such redelivery.
Does the lender have the right to recall early?	Yes
If yes, detail	Lender has right to recall all or any equivalent securities at any time by giving notice on any business day of not less than the standard settlement time for such equivalent securities on the exchange or in the clearing organisation through which the relevant borrowed securities were originally delivered. The borrower must return the securities not later than the expiry of such notice in accordance with the lender’s instructions.
Will the securities be returned on settlement?	Yes
If yes, detail any exceptions	No exceptions
Statement	If requested by the company to whom the prescribed form must be given, or if requested by ASIC, a copy of the agreement will begiven to that companyor ASIC.

Appendix: Prescribed information pursuant to securities lending transaction disclosed under the substantial shareholding notice filed with ASX.

shareholding notice filed	with ASX.
**Date: **	27-May-22
Company’s name:	MESOBLAST LTD
ISIN:	AU000000MSB8
Date of change of relevant interests:	25-May-22
Schedule
Type of agreement	Overseas Securities Lender's Agreement("OSLA")
Parties to agreement	J.P. Morgan Securities Plc ("borrower") and Citibank N.A. acting as Agent ("lender")
Transfer date	Settlement Date 22-Sep-21 1-Feb-22 28-Apr-22 23-May-22 25-May-22
Holder of voting rights	Borrower
Are there any restriction on voting rights	Yes
If yes, detail	The borrower undertakes to use its best endeavours to arrange for the voting rights to be exercised in accordance with the instructions of the lender, provided that the lender uses its best endeavours to notify the borrower of its instructions in writing no later than 7 business days prior to the date upon which such votes are exercisable or as otherwise agreed between the parties. This undertaking is set out in clause 4(B)(vi) of the standard form OSLA.
Scheduled return date (if any)	None
Does the borrower have the right to **return early? **	Yes
If yes, detail	Borrower has right to return all and any equivalent securities early at any time in accordance with the lender’s instructions.
Does the lender have the right to recall **early? **	Yes
If yes, detail	Lender has right to recall all or any equivalent securities at any time by giving notice on any business day of not less than the standard settlement time for such equivalent securities on the exchange or in the clearing organisation through which the relevant borrowed securities were originally delivered. The borrower must return the securities not later than the expiry of such notice in accordance with the lender’s instructions.
Will the securities be returned on settlement?	Yes
If yes, detail any exceptions	No exceptions
Statement	If requested by the company to whom the prescribed form must be given, or if requested by ASIC, a copy of the agreement will be given to that company or ASIC.

Appendix: Prescribed information pursuant to securities lending transaction disclosed under the substantial shareholding notice filed with ASX.

**Date: **	27-May-22
Company’s name:	MESOBLAST LTD
ISIN:	AU000000MSB8
Date of change of relevant interests:	25-May-22
Schedule
Type of agreement	Global Master Securities Lending Agreement ("GMSLA")
Parties to agreement	RBC Investor Services Trust ("lender") and J.P. Morgan Securities Plc ("borrower")
Transfer date	Settlement Date 28-Sep-21 8-Apr-22
Holder of voting rights	Borrower
Are there any restriction on voting rights	Yes
If yes, detail	The borrower shall have no obligation to arrange for voting rights to be exercised in accordance with the instructions of the other party, unless otherwise agreed between the parties.
Scheduled return date(if any)	None
Does the borrower have the right to **return early? **	Yes
If yes, detail	Borrower has the right to terminate a loan and redeliver all and any equivalent securities due and outstanding to the lender in accordance with lender's instructions and lender shall accept such redelivery on a business day if notice of redelivery has been given within the standard market settlement period.
Does the lender have the right to recall early?	Yes
If yes, detail	Lender has right to recall all or any equivalent securities at any time by giving notice on any business day of not less than the standard settlement time provided notification is given by the lender within standard market settlement period for such equivalent securities on the exchange or in the clearing organisation through which the relevant borrowed securities were originally delivered. The borrower must return the securities not later than the expiryof such notice in accordance with the lender’s instructions.
Will the securities be returned on settlement?	Yes
If yes, detail any exceptions	No exceptions
Statement	If requested by the company to whom the prescribed form must be given, or if requested by ASIC, a copy of the agreement will begiven to that companyor ASIC.

Appendix: Prescribed information pursuant to securities lending transaction disclosed under the substantial shareholding notice filed with ASX.

Date:	27-May-22
Company’s name:	MESOBLAST LTD
ISIN:	AU000000MSB8
Date of change of relevant interests:	25-May-22
Schedule
Type of agreement	Global Master Securities Lending Agreement ("GMSLA")
Parties to agreement	SFT - PENSION RESERVES ("lender") and J.P. Morgan Securities Plc ("borrower")
Transfer date	Settlement Date 23-May-22
Holder of voting rights	Borrower
Are there any restriction on voting rights	Yes
If yes, detail	The borrower shall have no obligation to arrange for voting rights to be exercised in accordance with the instructions of the other party, unless otherwise agreed between the parties.
Scheduled return date(if any)	None
Does the borrower have the right to **return early? **	Yes
If yes, detail	Borrower has the right to terminate a loan and redeliver all and any equivalent securities due and outstanding to the lender in accordance with lender's instructions and lender shall accept such redelivery.
Does the lender have the right to recall early?	Yes
If yes, detail	Lender has right to recall all or any equivalent securities at any time by giving notice on any business day of not less than the standard settlement time for such equivalent securities on the exchange or in the clearing organisation through which the relevant borrowed securities were originally delivered. The borrower must return the securities not later than the expiry of such notice in accordance with the lender’s instructions.
Will the securities be returned on settlement?	Yes
If yes, detail any exceptions	No exceptions
Statement	If requested by the company to whom the prescribed form must be given, or if requested by ASIC,a copyof the agreement will begiven to that companyor ASIC.

Appendix: Prescribed information pursuant to securities lending transaction disclosed under the substantial shareholding notice filed with ASX.

**Date: **	27-May-22
Company’s name:	MESOBLAST LTD
ISIN:	AU000000MSB8
Date of change of relevant interests:	25-May-22
Schedule
Type of agreement	Global Master Securities Lending Agreement ("GMSLA")
Parties to agreement	J.P. Morgan Securities plc ("borrower") and State St Bank and Trust Company as agent ("lender")
Transfer date	Settlement Date 28-Sep-21
Holder of voting rights	Borrower
Are there any restriction on voting rights	Yes
If yes, detail	The borrower shall have no obligation to arrange for voting rights to be exercised in accordance with the instructions of the other party, unless otherwise agreed between the parties.
Scheduled return date(if any)	None
Does the borrower have the right to **return early? **	Yes
If yes, detail	Borrower has the right to terminate a loan and redeliver all and any equivalent securities due and outstanding to the lender in accordance with lender's instructions and lender shall accept such redelivery.
Does the lender have the right to recall early?	Yes
If yes, detail	Lender has right to recall all or any equivalent securities at any time by giving notice on any business day of not less than the standard settlement time for such equivalent securities on the exchange or in the clearing organisation through which the relevant borrowed securities were originally delivered. The borrower must return the securities not later than the expiry of such notice in accordance with the lender’s instructions.
Will the securities be returned on settlement?	Yes
If yes, detail any exceptions	No exceptions
Statement	If requested by the company to whom the prescribed form must be given, or if requested by ASIC, a copy of the agreement will begiven to that companyor ASIC.

Appendix: Prescribed information pursuant to securities lending transaction disclosed under the substantial shareholding notice filed with ASX.

Date:	27-May-22
Company’s name:	MESOBLAST LTD
ISIN:	AU000000MSB8
Date of change of relevant interests:	25-May-22
Schedule
Type of agreement	Master Overseas Securities Borrowing Agreement
Parties to agreement	J.P. Morgan Securities Plc ("borrower") and The Northern Trust Company as agent ("lender")
Transfer date	Settlement Date 4-May-22
Holder of voting rights	Borrower
Are there any restriction on voting rights	Yes
If yes, detail	The borrower undertakes to use its best endeavours to arrange for the voting rights to be exercised in accordance with the instructions of the lender, provided that the lender uses its best endeavours to notify the borrower of its instructions in writing no later than 7 business days prior to the date upon which such votes are exercisable or as otherwise agreed between the parties. This undertaking is in clause 4(B)(vi) of the agreement.
Scheduled return date (if any)	None
Does the borrower have the right to **return early? **	Yes
If yes, detail	Borrower has the right to terminate a loan and redeliver all and any equivalent securities due and outstandingto the lender in accordance with lender's instructions and lender shall accept such redelivery.
Does the lender have the right to recall early?	Yes
If yes, detail	Lender has right to recall all or any equivalent securities at any time by giving notice on any business day of not less than the standard settlement time for such equivalent securities on the exchange or in the clearing organisation through which the relevant borrowed securities were originally delivered. The borrower must return the securities not later than the expiry of such notice in accordance with the lender’s instructions.
Will the securities be returned on settlement?	Yes
If yes, detail any exceptions	No exceptions
Statement	If requested by the company to whom the prescribed form must be given, or if requested by ASIC, a copy of the agreement will begiven to that companyor ASIC.

Appendix: Prescribed information pursuant to securities lending transaction disclosed under the substantial shareholding notice filed with ASX.

shareholding notice filed	with ASX.
**Date: **	27-May-22
Company’s name:	MESOBLAST LTD
ISIN:	AU000000MSB8
Date of change of relevant interests:	25-May-22
Schedule
Type of agreement	Australian Master Securities Lending Agreement ("AMSLA")
Parties to agreement	Credit Suisse (Australia) Ltd (“lender”), J.P. Morgan Securities Australia Limited (“borrower”)
Transfer date	Settlement Date 14-Apr-22
Holderof voting rights	Borrower
Are there any restriction on voting rights	No
Ifyes, detail
Scheduled return date (if any)	None
Does the borrower have the right to return early?	Yes
If yes, detail	Borrower has right to return all and any equivalent securities early at any time in accordance with the lender’s instructions.
Does the lender have the right to recall early?	Yes
If yes, detail	Lender has right to recall all or any equivalent securities at any time by giving notice on any business day as agreed by the parties. The borrower must return the securities not later than the expiry of such notice in accordance with the lender’s instructions.
Will the securities be returned on settlement?	Yes
If yes, detail any exceptions	No exceptions
Statement	If requested by the company to whom the prescribed form must be given, or if requested by ASIC, a copy of the agreement will be given to that company or ASIC.

Appendix: Prescribed information pursuant to securities lending transaction disclosed under the substantial shareholding notice filed with ASX.

Date:	27-May-22
Company’s name:	MESOBLAST LTD
ISIN:	AU000000MSB8
Date of change of relevant interests:	25-May-22
Schedule
Type of agreement	Australian Master Securities LendingAgreement("AMSLA")
Parties to agreement	Citibank N.A. as agent (“lender”), J.P. Morgan Securities Australia Limited (“borrower”)
Transfer date	Settlement Date 30-Sep-21 4-Oct-21
Holder of voting rights	Borrower
Are there any restriction on voting rights	Yes
If yes, detail	The borrower undertakes to use its best endeavours to arrange for the voting rights to be exercised in accordance with the instructions of the lender, provided that the lender uses its best endeavours to notify the borrower of its instructions in writing no later than 7 business days prior to the date upon which such votes are exercisable or as otherwise agreed between theparties. This undertakingis set out in clause 4.3 of the standard form AMSLA
Scheduled return date(if any)	None
Does the borrower have the right to **return early? **	Yes
If yes, detail	Borrower has right to return all and any securities or equivalent securities early at any time in accordance with the lender’s instructions.
Does the lender have the right to **recall early? **	Yes
If yes, detail	Lender has right to recall all or any equivalent securities on any business day by giving such notice as agreed by the parties. The borrower must return the securities not later than the expiry of such notice in accordance with the lender’s instructions.
Will the securities be returned on settlement?	Yes
If yes, detail any exceptions	No exceptions
Statement	If requested by the company to whom the prescribed form must be given, or if requested by ASIC,a copyof the agreement will begiven to that companyor ASIC.

Appendix: Prescribed information pursuant to securities lending transaction disclosed under the substantial shareholding notice filed with ASX.

Date:	27-May-22
Company’s name:	MESOBLAST LTD
ISIN:	AU000000MSB8
Date of change of relevant interests:	25-May-22
Schedule
Type of agreement	Australian Master Securities Lending Agreement ("AMSLA")
Parties to agreement	National Australia Bank Limited ('lender'), J.P. Morgan Securities Australia Limited ('borrower)
Transfer date	Settlement Date 17-May-22
Holder of voting rights	Borrower
Are there any restriction on voting rights	Yes
If yes, detail	The borrower undertakes to use its best endeavours to arrange for the voting rights to be exercised in accordance with the instructions of the lender, provided that the lender uses its best endeavours to notify the borrower of its instructions in writing no later than 7 business days prior to the date upon which such votes are exercisable or as otherwise agreed between theparties. This undertakingis set out in clause 4.3 of the standard form AMSLA.
Scheduled return date (if any)	None
Does the borrower have the **right to return early? **	Yes
If yes, detail	Borrower has right to return all and any equivalent securities early at any time in accordance with the lender’s instructions.
Does the lender have the right to recall early?	Yes
If yes, detail	Lender has right to recall all or any equivalent securities at any time by giving notice on any business day as agreed by the parties. The borrower must return the securities not later than the expiryof such notice in accordance with the lender’s instructions.
Will the securities be returned on settlement?	Yes
If yes, detail any exceptions	No exceptions
Statement	If requested by the company to whom the prescribed form must be given, or if requested by ASIC, a copy of the agreement will be given to that company or ASIC.

Appendix: Prescribed information pursuant to securities lending transaction disclosed under the substantial shareholding notice filed with ASX.

shareholding notice filed	with ASX.
**Date: **	27-May-22
Company’s name:	MESOBLAST LTD
ISIN:	AU000000MSB8
Date of change of relevant interests:	25-May-22
Schedule
Type of agreement	Global Master Securities Lending Agreement ("GMSLA")
Parties to agreement	State Street Bank and Trust Company ("lender") and J.P. Morgan Securities Australia Limited("borrower")
Transfer date	Settlement Date 7-Sep-21 15-Sep-21 12-Apr-22 23-May-22
Holder of voting rights	Borrower
Are there any restriction on voting rights	Yes
If yes, detail	The borrower shall have no obligation to arrange for voting rights to be exercised in accordance with the instructions of the other party, unless otherwise agreed between theparties.
Scheduled return date (if any)	None
Does the borrower have the right to **return early? **	Yes
If yes, detail	Borrower has the right to terminate a loan and redeliver all and any equivalent securities due and outstanding to the lender in accordance with lender's instructions and lender shall accept such redelivery.
Does the lender have the right to recall **early? **	Yes
If yes, detail	Lender has right to recall all or any equivalent securities on any business day by giving such notice as agreed by the parties. The borrower must return the securities not later than the expiry of such notice in accordance with the lender’s instructions.
Will the securities be returned on settlement?	Yes
If yes, detail any exceptions	No exceptions
Statement	If requested by the company to whom the prescribed form must be given, or if requested by ASIC, a copy of the agreement will be given to that company or ASIC.

Appendix: Prescribed information pursuant to securities lending arrangement disclosed under the substantial shareholding notice filed with ASX.

Date:	27-May-22
Company’s name:	Mesoblast Ltd
ISIN:	AU000000MSB8
Date of change of relevant interests:	25-May-22
Schedule
Type of agreement	Overseas Securities Lending Agreement (“OSLA”)
Parties to agreement	JPMorgan Chase Bank, N.A. (acting as agent) (“lender”) and Barclays Capital Securities Limited (“Borrower”)
Transfer date	Settlement date 02-Sep-21 11-Feb-22 12-Apr-22 24-May-22
Holder of voting rights	Borrower
Are there any restriction on voting rights	Yes
If yes, detail	The borrower undertakes to use its best endeavors to arrange for the voting rights to be exercised in accordance with the instructions of the lender, provided that the lender uses its best endeavors to notify the borrower of its instructions in writing no later than 7 business days prior to the date upon which such votes are exercisable or as otherwise agreed between the parties. This undertaking is set out in clause 4(B)(vi) of the standard form OSLA.
Scheduled return date (if any)	None
Does the borrower have the right to **returnearly? **	Yes
If yes, detail	Borrower has right to return all and any equivalent securities early at any time in accordance with the lender’s instructions.
Does the lender have the right to **recallearly? **	Yes
If yes, detail	Lender has right to recall all or any equivalent securities at any time by giving notice on any business day of not less than the standard settlement time for such equivalent securities on the exchange or in the clearing organisation through which the relevant borrowed securities were originally delivered (and where there is a difference between the settlement time for sales and purchases on the relevant exchange or clearing organisation, the standard settlement time shall be the shorter of the two times). The borrower must return the securities not later than the expiry of such notice in accordance with the lender’s instructions.
Will the securities be returned on **settlement? **	Yes
If yes, detail any exceptions	No exceptions
Statement	If requested by the company to whom the prescribed form must be given, or if requested by ASIC, a copy of the agreement will be given to that company or ASIC.

Appendix: Prescribed information pursuant to securities lending arrangement disclosed under the substantial shareholding notice filed with ASX.

shareholding notice	filed with ASX.
Date:	27-May-22
Company’s name:	Mesoblast Ltd
ISIN:	AU000000MSB8
Date of change of relevant interests:	25-May-22
Schedule
Type of agreement	Global Master Securities Lending Agreement ("GMSLA")
Parties to agreement	JPMorgan Chase Bank, N.A. (acting as agent) (“lender”) and BNP Paribas Arbitrage SNC (Borrower)
Transfer date	Settlement Date 03-May-22
Holder of voting rights	Borrower
Are there any restriction on voting rights	Yes
If yes, detail	The borrower undertakes to use its best endeavors to arrange for the voting rights to be exercised in accordance with the instructions of the lender, provided that the lender uses its best endeavors to notify the borrower of its instructions in writing no later than 7 business days prior to the date upon which such votes are exercisable or as otherwise agreed between the parties. This undertaking is set out in clause 6.6 of the standard form GMSLA.
Scheduled return date(if any)	None
Does the borrower have the right to **return early? **	Yes
If yes, detail	Borrower has right to return all and any equivalent securities early at any time in accordance with the lender's instructions.
Does the lender have the right to **recall early? **	Yes
If yes, detail	Lender has right to recall all or any equivalent securities at any time by giving notice on any business day of not less than the standard settlement time for such equivalent securities on the exchange or in the clearing organisation through which the relevant borrowed securities were originally delivered (and where there is a difference between the settlement time for sales and purchases on the relevant exchange or clearing organisation, the standard settlement time shall be the shorter of the two times). The borrower must return the securities not later than the expiry of such notice in accordance with the lender's instructions.
Will the securities be returned on settlement?	Yes
If yes, detail any exceptions	No exceptions
Statement	If requested by the company to whom the prescribed form must be given, or if requested by ASIC, a copy of the agreement will begiven to that companyor ASIC.

Appendix: Prescribed information pursuant to securities lending arrangement disclosed under the substantial shareholding notice filed with ASX.

Date:		27-May-22
Company’s name:		Mesoblast Ltd
ISIN:		AU000000MSB8
Date of change of relevant interests:		25-May-22
Schedule
Type of agreement		Global Master Securities Lending Agreement (“GMSLA”)
Parties to agreement		JPMorgan Chase Bank, N.A. (acting as agent) (“lender”) and Credit Suisse International (Borrower)
Transfer date		Settlement Date 11-Feb-22 16-Feb-22 17-Feb-22 18-Feb-22 21-Feb-22 7-Mar-22 10-Mar-22 23-Mar-22 24-Mar-22 2-May-22 3-May-22 4-May-22
Holder of voting rights		Borrower
Are there any restriction on voting rights		Yes
If yes, detail		The borrower undertakes to use its best endeavors to arrange for the voting rights to be exercised in accordance with the instructions of the lender, provided that the lender uses its best endeavors to notify the borrower of its instructions in writing no later than 7 business days prior to the date upon which such votes are exercisable or as otherwise agreed between the parties. This undertaking is set outinclause 6.6 ofthe standardformGMSLA.
Scheduled return date (if any)		None
Does the borrower have the right to **returnearly? **		Yes
If yes, detail		Borrower has right to return all and any equivalent securities early at any time in accordance with the lender’s instructions.
Does the lender have the right to **recallearly? **		Yes
If yes, detail		Lender has right to recall all or any equivalent securities at any time by giving notice on any business day of not less than the standard settlement time for such equivalent securities on the exchange or in the clearing organisation through which the relevant borrowed securities were originally delivered (and where there is a difference between the settlement time for sales and purchases on the relevant exchange or clearing organisation, the standard settlement time shall be the shorter of the two times). The borrower must return the securities not later than the expiry of such notice in accordance with the lender’s instructions.
Will the securities be returned on **settlement? **		Yes
If yes, detail any exceptions		No exceptions
Statement		If requested by the company to whom the prescribed form must be given, or if requested by ASIC, a copy of the agreement will be given to that company or ASIC.

Appendix: Prescribed information pursuant to securities lending arrangement disclosed under the substantial shareholding notice filed with ASX.

Date:	27-May-22
Company’s name:	Mesoblast Ltd
ISIN:	AU000000MSB8
Date of change of relevant interests:	25-May-22
Schedule
Type of agreement	Australian Master Securities Lending Agreement (“AMSLA”)
Parties to agreement	JPMorgan Chase Bank, N.A. (acting as agent) (“lender”) and Credit Suisse Equities (Australia) Limited(Borrower)
Transfer date	Settlement Date 29-Sep-21 21-Oct-21 15-Dec-21 28-Jan-22 18-Mar-22 23-Mar-22
Holder of voting rights	Borrower
Are there any restriction on voting rights	Yes
If yes, detail	The borrower undertakes to use its best endeavors to arrange for the voting rights to be exercised in accordance with the instructions of the lender, provided that the lender uses its best endeavors to notify the borrower of its instructions in writing no later than 7 business days prior to the date upon which such votes are exercisable or as otherwise agreed between the parties. This undertaking is set out in clause 4.3 of the standard form AMSLA.
Scheduled return date (if any)	None
Does the borrower have the right to **return early? **	Yes
If yes, detail	Borrower has right to return all and any equivalent securities early at any time in accordance with the lender’s instructions.
Does the lender have the right to recall **early? **	Yes
If yes, detail	Lender has right to recall all or any equivalent securities at any time by giving notice on any business day of not less than the standard settlement time for such equivalent securities on the exchange or in the clearing organisation through which the relevant borrowed securities were originally delivered (and where there is a difference between the settlement time for sales and purchases on the relevant exchange or clearing organisation, the standard settlement time shall be the shorter of the two times). The borrower must return the securities not later than the expiry of such notice in accordance with the lender’s instructions.
Will the securities be returned on settlement?	Yes
If yes, detail any exceptions	No exceptions
Statement	If requested by the company to whom the prescribed form must be given, or if requested by ASIC, a copy of the agreement will begiven to that companyor ASIC.

Appendix: Prescribed information pursuant to securities lending arrangement disclosed under the substantial shareholding notice filed with ASX.

Date:		27-May-22
Company’s name:		Mesoblast Ltd
ISIN:		AU000000MSB8
Date of change of relevant interests:		25-May-22
Schedule
Type of agreement		Global Master Securities Lending Agreement (“GMSLA”)
Parties to agreement		JPMorgan Chase Bank, N.A. (acting as agent) (“lender”) and Merrill Lynch International (Borrower)
Transfer date		Settlement Date 27-Jul-21 9-Aug-21 11-Nov-21 30-Nov-21 19-Jan-22 28-Jan-22
Holder of voting rights		Borrower
Are there any restriction on voting rights		Yes
If yes, detail		The borrower undertakes to use its best endeavors to arrange for the voting rights to be exercised in accordance with the instructions of the lender, provided that the lender uses its best endeavors to notify the borrower of its instructions in writing no later than 7 business days prior to the date upon which such votes are exercisable or as otherwise agreed between the parties. This undertaking is set out in clause 6.6 of the standard form GMSLA.
Scheduled return date (if any)		None
Does the borrower have the right to **returnearly? **		Yes
If yes, detail		Borrower has right to return all and any equivalent securities early at any time in accordance with the lender’s instructions.
Does the lender have the right to **recallearly? **		Yes
If yes, detail		Lender has right to recall all or any equivalent securities at any time by giving notice on any business day of not less than the standard settlement time for such equivalent securities on the exchange or in the clearing organisation through which the relevant borrowed securities were originally delivered (and where there is a difference between the settlement time for sales and purchases on the relevant exchange or clearing organisation, the standard settlement time shall be the shorter of the two times). The borrower must return the securities not later than the expiry of such notice in accordance with the lender’s instructions.
Will the securities be returned on **settlement? **		Yes
If yes, detail any exceptions		No exceptions
Statement		If requested by the company to whom the prescribed form must be given, or if requested by ASIC, a copy of the agreement will be given to that company or ASIC.

Appendix: Prescribed information pursuant to securities lending arrangement disclosed under the substantial shareholding notice filed with ASX.

Date:		27-May-22
Company’s name:		Mesoblast Ltd
ISIN:		AU000000MSB8
Date of change of relevant interests:		25-May-22
Schedule
Type of agreement		Global Master Securities Lending Agreement (“GMSLA”)
Parties to agreement		JPMorgan Chase Bank, N.A. (acting as agent) (“lender”) and Morgan Stanley & Co. International Plc (Borrower)
Transfer date		Settlement Date 29-Jul-21 2-Sep-21 3-Sep-21 5-Oct-21 5-Jan-22 31-Mar-22 7-Apr-22 8-Apr-22 11-Apr-22 22-Apr-22
Holder of voting rights		Borrower
Are there any restriction on voting rights		Yes
If yes, detail		The borrower undertakes to use its best endeavors to arrange for the voting rights to be exercised in accordance with the instructions of the lender, provided that the lender uses its best endeavors to notify the borrower of its instructions in writing no later than 7 business days prior to the date upon which such votes are exercisable or as otherwise agreed between the parties. This undertaking is set out in clause 6.6 of the standard form GMSLA.
Scheduled return date (if any)		None
Does the borrower have the right to **returnearly? **		Yes
If yes, detail		Borrower has right to return all and any equivalent securities early at any time in accordance with the lender’s instructions.
Does the lender have the right to **recallearly? **		Yes
If yes, detail		Lender has right to recall all or any equivalent securities at any time by giving notice on any business day of not less than the standard settlement time for such equivalent securities on the exchange or in the clearing organisation through which the relevant borrowed securities were originally delivered (and where there is a difference between the settlement time for sales and purchases on the relevant exchange or clearing organisation, the standard settlement time shall be the shorter of the two times). The borrower must return the securities not later than the expiry of such notice in accordance with the lender’s instructions.
Will the securities be returned on **settlement? **		Yes
If yes, detail any exceptions		No exceptions
Statement		If requested by the company to whom the prescribed form must be given, or if requested by ASIC, a copy of the agreement will be given to that company or ASIC.