MESOBLAST LTD — Major Shareholding Notification 2022

May 1, 2022

Form 605

Corporations Act 2001

Section 671B

Notice of ceasing to be a substantial holder

To Company Name/Scheme MESOBLAST LIMITED 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 The holder ceased to be a substantial holder on 26-April-2022 The previous notice was given to the company on 29-Mar-2022 The previous notice was dated 29-Mar-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
30-Mar-22	Credit Suisse AG, Dublin Branch	Stock returned under OSLA	Refer to Annexure A of Notice	-14,113 Common Stock	-14,113
4-Apr-22	Credit Suisse AG, Dublin Branch	Stock returned under OSLA	Refer to Annexure A of Notice	-39,000 Common Stock	-39,000
4-Apr-22	Credit Suisse AG, Dublin Branch	Stock returned under OSLA	Refer to Annexure A of Notice	-3,300 Common Stock	-3,300
4-Apr-22	Credit Suisse AG, Dublin Branch	Stock returned under OSLA	Refer to Annexure A of Notice	-13,800 Common Stock	-13,800
4-Apr-22	Credit Suisse AG, Dublin Branch	Stock returned under OSLA	Refer to Annexure A of Notice	-3,175 Common Stock	-3,175
6-Apr-22	Credit Suisse AG, Dublin Branch	Stock returned under OSLA	Refer to Annexure A of Notice	-5,000 Common Stock	-5,000
13-Apr-22	Credit Suisse AG, Dublin Branch	Stock returned under OSLA	Refer to Annexure A of Notice	-167,366 Common Stock	-167,366

1

13-Apr-22	Credit Suisse AG, Dublin Branch	Stock returned under OSLA	Refer to Annexure A of Notice	-39,253 Common Stock	-39,253
13-Apr-22	Credit Suisse AG, Dublin Branch	Stock returned under OSLA	Refer to Annexure A of Notice	-24,356 Common Stock	-24,356
13-Apr-22	Credit Suisse AG, Dublin Branch	Stock returned under OSLA	Refer to Annexure A of Notice	-19,713 Common Stock	-19,713
13-Apr-22	Credit Suisse AG, Dublin Branch	Stock returned under OSLA	Refer to Annexure A of Notice	-43,693 Common Stock	-43,693
13-Apr-22	Credit Suisse AG, Dublin Branch	Stock returned under OSLA	Refer to Annexure A of Notice	-70,162 Common Stock	-70,162
13-Apr-22	Credit Suisse AG, Dublin Branch	Stock returned under OSLA	Refer to Annexure A of Notice	-5,373 Common Stock	-5,373
20-Apr-22	Credit Suisse AG, Dublin Branch	Stock returned under OSLA	Refer to Annexure A of Notice	-270,000 Common Stock	-270,000
14-Apr-22	Credit Suisse Equities (Australia) Limited	Stock borrowed under ASLA	Refer to Annexure A of Notice	38,000 Common Stock	38,000
5-Apr-22	Credit Suisse Funds AG	Transfer Out	4,695.66 AUD	-4,119 Common Stock	-4,119
14-Apr-22	Credit Suisse International	Stock borrowed under OSLA	Refer to Annexure A of Notice	374,000 Common Stock	374,000

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 andACN/ARSN(ifapplicable)	Nature ofassociation
N/A

4. Addresses

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

Name	Address
Credit Suisse Holdings (Australia) Limited (ACN008496713)	Level 31, Gateway, 1 Macquarie Place, Sydney NSW 2000, Australia
CS Third Nominees Pty Limited (ACN 007 053 849)	Level 31, Gateway, 1 Macquarie Place, Sydney NSW 2000, Australia

Credit Suisse Equities (Australia) Limited (ACN068232 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 SuisseInternational	One Cabot Square,London,E14 4QJ
Credit SuisseFundsAG	Uetlibergstrasse231,Zurich,8070 Switzerland
Credit SuisseAG,Dublin Branch	KilmoreHouse,Park lane, Spencer Dock,Dublin 1,Ireland

Signature

print name Winston Loke capacity Authorised Signatory sign here date 02-May-2022

==> picture [58 x 26] intentionally omitted <==

3

Annexure "A"

This is Annexure "A" referred to in the Form 605 "Notice of ceasing to be a substantial holder"

Signature print name sign here	Credit Suisse Holdings (Australia) Limited (ACN 008 496 713) Winston Loke capacity Authorised Signatory
	date 02-May-2022

==> picture [58 x 26] intentionally omitted <==

Prescribed information

Schedule
Type of agreement	Australian Securities Lending Agreement
Parties to agreement	Credit Suisse Equities (Australia) Limited and
	State Street Bank and Trust Company
Transfer date	14-Apr-2022
Holder of voting rights	Borrower
Are there any restrictions on voting rights?	Yes
If yes, detail	Voting rights to be exercised in accordance
	with lender’s instructions provided such
	instructions are received 7 days prior.
Scheduled return date (if any)	N/A
Does the borrower have the right to return early?	Yes
If yes, detail	With 2 business days prior to a notice by
	Midday.
Does the lender have the right to recall early?	Yes
If yes, detail	With 4 business days prior notice or earlier
	upon agreement.
Will the securities be returned on settlement?	Yes
If yes, detail any exceptions	If an event of default occurs in respect of either
	the lender or the borrower, the obligation of the
	borrower to deliver the securities to the lender
	will be netted off against the obligation of the
	lender to return securities or cash held by the
	lender as collateral.

5

Prescribed information
Schedule
Type of agreement	Overseas Securities Lending Agreement
Parties to agreement	Credit Suisse International and State Street
	Bank and Trust Company
Transfer date	14-Apr-2022
Holder of voting rights	Borrower
Are there any restrictions on voting rights?	No
If yes, detail	N/A
Scheduled return date (if any)	N/A
Does the borrower have the right to return early?	Yes
If yes, detail	At Will
Does the lender have the right to recall early?	Yes
If yes, detail	With 4 business days prior notice or earlier
	upon agreement.
Will the securities be returned on settlement?	Yes
If yes, detail any exceptions	If an event of default occurs in respect of either
	the lender or the borrower, the obligation of the
	borrower to deliver the securities to the lender
	will be netted off against the obligation of the
	lender to return securities or cash held by the
	lender as collateral.

Prescribed information
Schedule
Type of agreement	Overseas Securities Lending Agreement
Parties to agreement	Credit Suisse AG, Dublin Branch and JPM
	Chase Bank
Transfer date	4-Apr-2022
Holder of voting rights	Borrower
Are there any restrictions on voting rights?	No
If yes, detail	N/A
Scheduled return date (if any)	N/A
Does the borrower have the right to return early?	Yes
If yes, detail	At Will
Does the lender have the right to recall early?	Yes
If yes, detail	With 4 business days prior notice or earlier
	upon agreement.
Will the securities be returned on settlement?	Yes
If yes, detail any exceptions	If an event of default occurs in respect of either
	the lender or the borrower, the obligation of the
	borrower to deliver the securities to the lender
	will be netted off against the obligation of the
	lender to return securities or cash held by the
	lender as collateral.

7

Prescribed information

Schedule
Type of agreement	Overseas Securities Lending Agreement
Parties to agreement	Credit Suisse AG, Dublin Branch and RBC
	INVESTOR SERVICES TRUST
Transfer date	6-Apr-2022
Holder of voting rights	Borrower
Are there any restrictions on voting rights?	No
If yes, detail	N/A
Scheduled return date (if any)	N/A
Does the borrower have the right to return early?	Yes
If yes, detail	At Will
Does the lender have the right to recall early?	Yes
If yes, detail	With 4 business days prior notice or earlier
	upon agreement.
Will the securities be returned on settlement?	Yes
If yes, detail any exceptions	If an event of default occurs in respect of either
	the lender or the borrower, the obligation of the
	borrower to deliver the securities to the lender
	will be netted off against the obligation of the
	lender to return securities or cash held by the
	lender as collateral.

Prescribed information
Schedule
Type of agreement	Overseas Securities Lending Agreement
Parties to agreement	Credit Suisse AG, Dublin Branch and Citibank
	N.A.
Transfer date	20-Apr-2022
Holder of voting rights	Borrower
Are there any restrictions on voting rights?	No
If yes, detail	N/A
Scheduled return date (if any)	N/A
Does the borrower have the right to return early?	Yes
If yes, detail	At Will
Does the lender have the right to recall early?	Yes
If yes, detail	With 4 business days prior notice or earlier
	upon agreement.
Will the securities be returned on settlement?	Yes
If yes, detail any exceptions	If an event of default occurs in respect of either
	the lender or the borrower, the obligation of the
	borrower to deliver the securities to the lender
	will be netted off against the obligation of the
	lender to return securities or cash held by the
	lender as collateral.

9

Prescribed information
Schedule
Type of agreement	Overseas Securities Lending Agreement
Parties to agreement	Credit Suisse AG, Dublin Branch and State
	Street Bank and Trust Company
Transfer date	13-Apr-2022
Holder of voting rights	Borrower
Are there any restrictions on voting rights?	No
If yes, detail	N/A
Scheduled return date (if any)	N/A
Does the borrower have the right to return early?	Yes
If yes, detail	At Will
Does the lender have the right to recall early?	Yes
If yes, detail	With 4 business days prior notice or earlier
	upon agreement.
Will the securities be returned on settlement?	Yes
If yes, detail any exceptions	If an event of default occurs in respect of either
	the lender or the borrower, the obligation of the
	borrower to deliver the securities to the lender
	will be netted off against the obligation of the
	lender to return securities or cash held by the
	lender as collateral.