MESOBLAST LTD — Major Shareholding Notification 2023

Aug 8, 2023

Corporations Act 2001 Section 671B

Form 604

Notice of change of interests of substantial holder

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

1. Details of substantial holder[(1)]

Name M&G Plc and its subsidiary companies (please see annexure A)

ACN/ARSN (if applicable)

There was a change in the interests of 04/08/2023 the Substantial holder on The previous notice was given to the 31/07/2023 company on The previous notice was dated 31/07/2023

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)
NPV OrdinaryShares	76,996,783	9.46%	58,312,858	7.16%

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:

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Person whose
Date of Nature of Consideration given in Class and number of Person's votes
change relevant interest change(6) relation to change(7) securities affected affected
changed
28-Jul-23 M&G Investment Sale AU$ 1,973 NPV Ordinary Shares 1,687
Management Limited 1,687
28-Jul-23 M&G Investment Sale AU$ 9,944 NPV Ordinary Shares 8,570
Management Limited 8,570
28-Jul-23 M&G Investment Sale AU$ 18,128 NPV Ordinary Shares 15,624
Management Limited 15,624
28-Jul-23 M&G Investment Sale AU$ 105,787 NPV Ordinary Shares 90,434
Management Limited 90,434
28-Jul-23 M&G Investment Sale AU$ 9,727 NPV Ordinary Shares 8,328
Management Limited 8,328
28-Jul-23 M&G Investment Sale AU$ 331 NPV Ordinary Shares 283
Management Limited 283
28-Jul-23 M&G Investment Sale AU$ 3,599 NPV Ordinary Shares 3,077
Management Limited 3,077
28-Jul-23 M&G Investment Sale AU$ 86,822 NPV Ordinary Shares 74,221
Management Limited 74,221
28-Jul-23 M&G Investment Sale AU$ 532,866 NPV Ordinary Shares 459,254
Management Limited 459,254
28-Jul-23 M&G Investment Sale AU$ 7,983 NPV Ordinary Shares 6,835
Management Limited 6,835
28-Jul-23 M&G Investment Sale AU$ 437,334 NPV Ordinary Shares 376,919
Management Limited 376,919
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28-Jul-23 M&G Investment Sale AU$ 123,180 NPV Ordinary Shares 106,163
Management Limited 106,163
28-Jul-23 M&G Investment Sale AU$ 24,454 NPV Ordinary Shares 20,905
Management Limited 20,905
28-Jul-23 M&G Investment Sale AU$ 988 NPV Ordinary Shares 845
Management Limited 845
28-Jul-23 M&G Investment Sale AU$ 91 NPV Ordinary Shares 78
Management Limited 78
28-Jul-23 M&G Investment Sale AU$ 2,248 NPV Ordinary Shares 1,925
Management Limited 1,925
28-Jul-23 M&G Investment Sale AU$ 4,982 NPV Ordinary Shares 4,294
Management Limited 4,294
28-Jul-23 M&G Investment Sale AU$ 181 NPV Ordinary Shares 155
Management Limited 155
31-Jul-23 M&G Investment Sale AU$ 5,606 NPV Ordinary Shares 4,800
Management Limited 4,800
31-Jul-23 M&G Investment Sale AU$ 1,750 NPV Ordinary Shares 1,532
Management Limited 1,532
31-Jul-23 M&G Investment Sale AU$ 43,277 NPV Ordinary Shares 37,875
Management Limited 37,875
31-Jul-23 M&G Investment Sale AU$ 138,614 NPV Ordinary Shares 118,682
Management Limited 118,682
31-Jul-23 M&G Investment Sale AU$ 6,369 NPV Ordinary Shares 5,574
Management Limited 5,574
31-Jul-23 M&G Investment Sale AU$ 20,400 NPV Ordinary Shares 17,467
Management Limited 17,467
31-Jul-23 M&G Investment Sale AU$ 153,650 NPV Ordinary Shares 134,471
Management Limited 134,471
31-Jul-23 M&G Investment Sale AU$ 492,130 NPV Ordinary Shares 421,365
Management Limited 421,365
31-Jul-23 M&G Investment Sale AU$ 3,494 NPV Ordinary Shares 3,058
Management Limited 3,058
31-Jul-23 M&G Investment Sale AU$ 11,190 NPV Ordinary Shares 9,581
Management Limited 9,581
31-Jul-23 M&G Investment Sale AU$ 599,631 NPV Ordinary Shares 513,408
Management Limited 513,408
31-Jul-23 M&G Investment Sale AU$ 187,213 NPV Ordinary Shares 163,845
Management Limited 163,845
1-Aug-23 M&G Investment Sale AU$ 331 NPV Ordinary Shares 303
Management Limited 303
1-Aug-23 M&G Investment Sale AU$ 21,902 NPV Ordinary Shares 19,930
Management Limited 19,930
1-Aug-23 M&G Investment Sale AU$ 166 NPV Ordinary Shares 152
Management Limited 152
1-Aug-23 M&G Investment Sale AU$ 10,973 NPV Ordinary Shares 9,985
Management Limited 9,985
1-Aug-23 M&G Investment Sale AU$ 1,173,672 NPV Ordinary Shares 1,067,990
Management Limited 1,067,990
1-Aug-23 M&G Investment Sale AU$ 17,759 NPV Ordinary Shares 16,255
Management Limited 16,255
1-Aug-23 M&G Investment Sale AU$ 604 NPV Ordinary Shares 553
Management Limited 553
1-Aug-23 M&G Investment Sale AU$ 39,929 NPV Ordinary Shares 36,334
Management Limited 36,334
1-Aug-23 M&G Investment Sale AU$ 271,312 NPV Ordinary Shares 246,882
Management Limited 246,882
1-Aug-23 M&G Investment Sale AU$ 4,106 NPV Ordinary Shares 3,758
Management Limited 3,758
1-Aug-23 M&G Investment Sale AU$ 14,575 NPV Ordinary Shares 13,341
Management Limited 13,341
1-Aug-23 M&G Investment Sale AU$ 963,256 NPV Ordinary Shares 876,521
Management Limited 876,521
4-Aug-23 M&G Investment Sale AU$ 54,603 NPV Ordinary Shares 109,488
Management Limited 109,488
4-Aug-23 M&G Investment Sale AU$ 52,781 NPV Ordinary Shares 107,904
Management Limited 107,904
4-Aug-23 M&G Investment Sale AU$ 14,195 NPV Ordinary Shares 29,019
Management Limited 29,019
4-Aug-23 M&G Investment Sale AU$ 13,326 NPV Ordinary Shares 27,244
Management Limited 27,244
4-Aug-23 M&G Investment Sale AU$ 13,786 NPV Ordinary Shares 27,644
Management Limited 27,644
4-Aug-23 M&G Investment Sale AU$ 6,279 NPV Ordinary Shares 12,609
Management Limited 12,609
4-Aug-23 M&G Investment Sale AU$ 1,336,482 NPV Ordinary Shares 2,732,265
Management Limited 2,732,265
4-Aug-23 M&G Investment Sale AU$ 2,470,235 NPV Ordinary Shares 4,953,209
Management Limited 4,953,209
4-Aug-23 M&G Investment Sale AU$ 79,517 NPV Ordinary Shares 159,692
Management Limited 159,692
4-Aug-23 M&G Investment Sale AU$ 108,388 NPV Ordinary Shares 217,674
Management Limited 217,674
4-Aug-23 M&G Investment Sale AU$ 911,359 NPV Ordinary Shares 1,863,156
Management Limited 1,863,156
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4-Aug-23 M&G Investment Sale AU$ 168,786 NPV Ordinary Shares 345,062
Management Limited 345,062
4-Aug-23 M&G Investment Sale AU$ 429,350 NPV Ordinary Shares 862,255
Management Limited 862,255
4-Aug-23 M&G Investment Sale AU$ 174,614 NPV Ordinary Shares 350,128
Management Limited 350,128
4-Aug-23 M&G Investment Sale AU$ 942,822 NPV Ordinary Shares 1,890,506
Management Limited 1,890,506
4-Aug-23 M&G Investment Sale AU$ 14,684 NPV Ordinary Shares 29,444
Management Limited 29,444
4-Aug-23 M&G Investment Sale AU$ 6,687 NPV Ordinary Shares 13,430
Management Limited 13,430
4-Aug-23 M&G Investment Sale AU$ 24,866 NPV Ordinary Shares 49,937
Management Limited 49,937
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4. Present relevant interests

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

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Holder of relevant Registered holder of Person entitled to Nature of relevant Class and number of Person's votes
interest securities be registered as interest (6) securities
holder(8)
M&G Investment HSBC Custody HSBC Custody Power to control the NPV ordinary shares 58,312,858
Management Nominees (Australia) Nominees (Australia) voting and /or disposal of 58,312,858
Limited Limited Limited securities pursuant to its
position held as
investment manager in
accordance with
investment mandates
M&G Investment HSBC Custody HSBC Custody M&G Investment Funds NPV ordinary shares 44,051,262
Funds (3) Nominees (Australia) Nominees (Australia) (3) is entitled to beneficial 44,051,262
Limited Limited ownership of the shares
but in accordance with
investment mandates,
does not have the power
to control the voting and
or disposal of securities
M&G Investment HSBC Custody HSBC Custody M&G Investment Funds NPV ordinary shares 731,520
Funds (1) Nominees (Australia) Nominees (Australia) (1) is entitled to beneficial 731,520
Limited Limited ownership of the shares
but in accordance with
investment mandates,
does not have the power
to control the voting and
or disposal of securities
M&G (Lux) Hongkong and Hongkong and M&G (Lux) Investment NPV ordinary shares 180,850
Investment Funds 1 Shanghai Banking Shanghai Banking Funds 1 is entitled to 180,850
Corporation Ltd Corporation Ltd beneficial ownership of
the shares but in
accordance with
investment mandates,
does not have the power
to control the voting and
or disposal of securities
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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:

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

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

M&G Plc and its subsidiary companies:

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Name Address
M&G Investment Management Limited 10 Fenchurch Avenue, London,EC3M 5AG, England
M&G Investment Funds (3) 10 Fenchurch Avenue, London,EC3M 5AG, England
M&G Investment Funds (1) 10 Fenchurch Avenue, London,EC3M 5AG, England
M&G (Lux) Investment Funds 1 16 Boulevard Royal, 2449 Luxembourg
HSBC Custody Nominees (Australia) HSBC Centre, Level 32, 580 George Street, Sydney, NSW 2000, Australia
Hongkong and Shanghai Banking Corporation Tower 1, International Tower Level 36, 100 Barangaroo Avenue Sydney, NSW 2000
Ltd Australia
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Signature

print name sign here	Owen Smith capacity Regulatory Reporting
	date 08/08/2023

DIRECTIONS

• (1) If there are a number of substantial holders with similar or related relevant interests (e.g. a corporation and its r elated 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 paragraph6 of the form.

• (2) See the definition of "associate" in section9 of the Corporations Act 2001.

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

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

• (5) The person's votes divided by the total votes in the body corporate or schememultipliedby100.

(6) Include details of:

• (a) Any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection671B (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 section9 of the Corporations Act 2001.

• (7) 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.

• (8) If the substantial holder is unable to determine the identity of the person (e.g. if the relevant interest arises because of an option) write "unknown".

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

Annexure ‘A’

This is annexure A of 1 page referred to in form 604 ‘Notice of change of interests of substantial holder’.

print name	Owen Smith	capacity	Regulatory Reporting
sign here		date	08/08/2023

Details of substantial holder

M&G plc is a British multinational life insurance and financial services company, incorporated and registered in England and Wales and headquartered in London. Please find below subsidiaries of the M&G Plc group of companies.

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M&G Group Regulated Entity Holding Company Wholly owned subsidiary of M&G Plc (the parent company)
Limited
M&G Group Limited Wholly owned subsidiary of M&G Group Regulated Entity Holding Company
Limited
M&G FA Limited Wholly owned subsidiary of M&G Group Limited
M&G Investment Management Limited Wholly owned subsidiary of M&G FA Limited
M&G Securities Limited Wholly owned subsidiary of M&G FA Limited
M&G Luxembourg S.A. Wholly owned subsidiary of M&G FA Limited
M&G Alternatives Investment Management Limited Wholly owned subsidiary of M&G FA Limited
The Prudential Assurance Company Limited Wholly owned subsidiary of M&G Group Regulated Entity Holding Company
Limited
Prudential Pensions Limited Wholly owned subsidiary of Prudential Assurance Company Limited
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The following are all open-ended investment companies with variable capital, incorporated in England & Wales and regulated by the Financial Conduct Authority. These are not M&G plc group companies but the Authorised Corporate Director (M&G Securities Limited) and appointed fund manager (M&G Investment Management Limited) for each OEIC are wholly owned subsidiaries of M&G plc.

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M&G Investment Funds (1) External Open Ended Investment Company
M&G Investment Funds (2) External Open Ended Investment Company
M&G Investment Funds (3) External Open Ended Investment Company
M&G Investment Funds (4) External Open Ended Investment Company
M&G Investment Funds (5) External Open Ended Investment Company
M&G Investment Funds (7) External Open Ended Investment Company
M&G Investment Funds (9) External Open Ended Investment Company
M&G Investment Funds (11) External Open Ended Investment Company
M&G Investment Funds (12) External Open Ended Investment Company
M&G Investment Funds (14) External Open Ended Investment Company
M&G Global Dividend Fund External Open Ended Investment Company
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The following are all société d'investissement à capital variable, incorporated in Luxembourg and regulated by the Commission de Surveillance du Secteur Financier (CSSF). These are not M&G plc group companies but the Management Company (M&G Luxembourg S.A) and appointed fund manager (M&G Investment Management Limited) for each SICAV are wholly owned subsidiaries of M&G plc.

M&G (Lux) Investment Funds 1

External Société d' Investissement à Capital Variable