MESOBLAST LTD - Major Shareholding Notification 2023

Form 603 Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme

Mesoblast Limited

ACN/ARSN

109 431 870

1. Details of substantial holder (1)

Name ACN/ARSN (if applicable)

G to the Fourth Investments, LLC

The holder became a substantial holder on

01/05/2023

2. Details of 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 on the date the substantial holder became a substantial holder are as follows:

Class of securities(4)	Number of securities	Person’s votes(5)	Voting power(6)
Ordinaryshares	53,920,195	53,920,195	6.62%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

r are as follows:
Holder of relevant interest	Nature of relevant interest(7)	Class and number of securities
G to the Fourth Investments, LLC	Legal and beneficial ownership	32,284,567 ordinaryshares
James George	Legal and beneficial ownership	1,848,360 ordinaryshares
Grant George	Legal and beneficial ownership	1,455,875 ordinaryshares
GregoryGeorge	Legal and beneficial ownership	18,331,393 ordinaryshares
Gregory George	Control of G to the Fourth Investments, LLC	32,284,567 ordinary shares
Gregory George	Control of voting and disposal through power of attorney	3,304,235 ordinary shares

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows: Holder of relevant interest Registered holder of securities Person entitled to be registered as holder(8) Class and number of securities G to the Fourth Investments, LLC and Gregory George Citicorp Nominees Pty Limited N/A 32,284,567 ordinary shares James George and Gregory George JP Morgan Nominees Australia Pty Limited N/A 1,848,360 ordinary shares Grant George and Gregory George JP Morgan Nominees Australia Pty Limited N/A 1,455,875 ordinary shares Gregory George Gregory George N/A 18,013,293 ordinary shares Gregory George JP Morgan Nominees Australia Pty Limited N/A 318,100 ordinary shares	The persons registered as holders of the securities referred to in paragraph 3 above are as follows: Holder of relevant interest Registered holder of securities Person entitled to be registered as holder(8) Class and number of securities G to the Fourth Investments, LLC and Gregory George Citicorp Nominees Pty Limited N/A 32,284,567 ordinary shares James George and Gregory George JP Morgan Nominees Australia Pty Limited N/A 1,848,360 ordinary shares Grant George and Gregory George JP Morgan Nominees Australia Pty Limited N/A 1,455,875 ordinary shares Gregory George Gregory George N/A 18,013,293 ordinary shares Gregory George JP Morgan Nominees Australia Pty Limited N/A 318,100 ordinary shares	The persons registered as holders of the securities referred to in paragraph 3 above are as follows: Holder of relevant interest Registered holder of securities Person entitled to be registered as holder(8) Class and number of securities G to the Fourth Investments, LLC and Gregory George Citicorp Nominees Pty Limited N/A 32,284,567 ordinary shares James George and Gregory George JP Morgan Nominees Australia Pty Limited N/A 1,848,360 ordinary shares Grant George and Gregory George JP Morgan Nominees Australia Pty Limited N/A 1,455,875 ordinary shares Gregory George Gregory George N/A 18,013,293 ordinary shares Gregory George JP Morgan Nominees Australia Pty Limited N/A 318,100 ordinary shares	The persons registered as holders of the securities referred to in paragraph 3 above are as follows: Holder of relevant interest Registered holder of securities Person entitled to be registered as holder(8) Class and number of securities G to the Fourth Investments, LLC and Gregory George Citicorp Nominees Pty Limited N/A 32,284,567 ordinary shares James George and Gregory George JP Morgan Nominees Australia Pty Limited N/A 1,848,360 ordinary shares Grant George and Gregory George JP Morgan Nominees Australia Pty Limited N/A 1,455,875 ordinary shares Gregory George Gregory George N/A 18,013,293 ordinary shares Gregory George JP Morgan Nominees Australia Pty Limited N/A 318,100 ordinary shares
Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder(8)	Class and number of securities
G to the Fourth Investments, LLC and Gregory George	Citicorp Nominees Pty Limited	N/A	32,284,567 ordinary shares
James George and Gregory George	JP Morgan Nominees Australia Pty Limited	N/A	1,848,360 ordinary shares
Grant George and Gregory George	JP Morgan Nominees Australia Pty Limited	N/A	1,455,875 ordinary shares
Gregory George	Gregory George	N/A	18,013,293 ordinary shares
Gregory George	JP Morgan Nominees Australia Pty Limited	N/A	318,100 ordinary shares

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant interest	Date of acquisition	Consideration (9)	Consideration (9)	Class and number of securities
		Cash	Non-cash
Gregory George	01/05/2023	US$ 10,300,000.70		18,013,293 ordinary shares