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MESOBLAST LTD — Major Shareholding Notification 2025
May 8, 2025
31658_rns_2025-05-08_b852dbf8-107e-465d-a0c7-2136a92ae40e.pdf
Major Shareholding Notification
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605 Page 1 of 4
Form 605
Notice of ceasing to be a substantial holder
Corporations Act 2001 Section 671B
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 06/May/2025 The previous notice was given to the company on 07/May/2025 05/May/2025
The previous notice was dated
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:
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Date of Person whose relevant Nature of change (4) Consideration given Class (6) and Person's
change interest changed in relation to change number of votes
(5) securities affected affected
J.P. MORGAN Holder of securities subject to an 5,807,652 5,807,652
See SECURITIES PLC obligation to return under a securities See Appendix (Ordinary) (Ordinary)
Appendix lending agreement
J.P. MORGAN Holder of securities subject to an 886,000 886,000
See SECURITIES LLC obligation to return under a securities See Appendix (Ordinary) (Ordinary)
Appendix lending agreement
J.P. MORGAN Purchase and sales of securities in its 7,500 7,500
See
SECURITIES LLC capacity as Principal/Proprietary See Appendix (Ordinary) (Ordinary)
Appendix
See J.P. MORGAN Rehypothecation of client securities 21,700 21,700
SECURITIES LLC under a Prime Brokerage Agreement See Appendix (Ordinary) (Ordinary)
Appendix
J.P. MORGAN
SECURITIES Holder of securities subject to an 2,941,158 2,941,158
See AUSTRALIA obligation to return under a securities See Appendix (Ordinary) (Ordinary)
Appendix LIMITED lending agreement
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605 Page 2 of 4
J.P. MORGAN
SECURITIES Purchase and sales of securities in its 74,265 74,265
See
AUSTRALIA capacity as Principal/Proprietary See Appendix (Ordinary) (Ordinary)
Appendix LIMITED
JPMORGAN ASSET
Securities received as collateral due to 5,034.61 5,034.61
See MANAGEMENT (UK)
Appendix LIMITED securities lending See Appendix (Ordinary) (Ordinary)
JPMORGAN ASSET
MANAGEMENT Securities received as collateral due to 93.21 93.21
See
(SINGAPORE) securities lending See Appendix (Ordinary) (Ordinary)
Appendix LIMITED
JPMORGAN ASSET
Securities received as collateral due to 30.20 30.20
See MANAGEMENT
securities lending See Appendix (Ordinary) (Ordinary)
Appendix (JAPAN) LIMITED
JPMORGAN ASSET
MANAGEMENT Securities received as collateral due to 779.42 779.42
See
(ASIA PACIFIC) securities lending See Appendix (Ordinary) (Ordinary)
Appendix LIMITED
J.P. MORGAN
Securities received as collateral due to 4,115.66 4,115.66
See INVESTMENT
Appendix MANAGEMENT INC. securities lending See Appendix (Ordinary) (Ordinary)
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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:
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Name and ACN/ARSN (if applicable) Nature of association
J.P. MORGAN SECURITIES AUSTRALIA LIMITED
Subsidiary of JPMorgan Chase & Co.
J.P. MORGAN SECURITIES LLC Subsidiary of JPMorgan Chase & Co.
J.P. MORGAN SECURITIES PLC Subsidiary of JPMorgan Chase & Co.
J.P. MORGAN INVESTMENT MANAGEMENT INC. Subsidiary of JPMorgan Chase & Co.
JPMORGAN ASSET MANAGEMENT (UK) LIMITED Subsidiary of JPMorgan Chase & Co.
JPMORGAN ASSET MANAGEMENT (ASIA PACIFIC) LIMITED Subsidiary of JPMorgan Chase & Co.
JPMORGAN ASSET MANAGEMENT (JAPAN) LIMITED Subsidiary of JPMorgan Chase & Co.
JPMORGAN ASSET MANAGEMENT (SINGAPORE) LIMITED Subsidiary of JPMorgan Chase & Co.
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605 Page 3 of 4
4. Addresses
The addresses of persons named in this form are as follows:
| Name Address |
Name Address |
Name Address |
|---|---|---|
| JPMorgan Chase & Co. 383 Madison Avenue,New York,New York,NY,10179,United States |
||
| J.P. MORGAN SECURITIES AUSTRALIA LIMITED LEVEL 18,83-85 CASTLEREAGH STREET,SYDNEY,NSW 2000,Australia |
||
| J.P. MORGAN SECURITIES LLC 383 Madison Ave.,New York,New York,NY,10179,United States |
||
| J.P. MORGAN SECURITIES PLC 25 Bank Street,CanaryWharf,London,E14 5JP,England |
||
| J.P. MORGAN INVESTMENT MANAGEMENT INC. 383 Madison Avenue,New York,New York,NY,10179,United States |
||
| JPMORGAN ASSET MANAGEMENT(UK)LIMITED 60 Victoria Embankment,London,EC4Y0JP,England |
||
| JPMORGAN ASSET MANAGEMENT (ASIA PACIFIC) LIMITED 19 & 20/F,Chater House,8 Connaught Road Central,HongKong,HongKong |
||
| JPMORGAN ASSET MANAGEMENT(JAPAN)LIMITED Tokyo Building,7-3 Marunouchi 2 Chome,Chiyoda-ku,Tokyo,100 6432,Japan |
||
| JPMORGAN ASSET MANAGEMENT(SINGAPORE)LIMITED | 88 Market Street,30-00 CapitaSpring,Singapore,048948,Singapore | |
| Signature Print name Sign here |
S. Seshagiri Rao | |
| Date 08/May/2025 |
605 Page 4 of 4
DIRECTIONS
-
(1) If there are a number of substantial holders with similar or related relevant interests (e.g. 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 acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional n 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.
-
(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 70,867,608
6-May-25 J.P. MORGAN SECURITIES AUSTRALIA LIMITED Equity Buy 63,192 1.74 $ 109,774.68
6-May-25 J.P. MORGAN SECURITIES AUSTRALIA LIMITED Equity Buy 7,902 1.74 $ 13,746.81
6-May-25 J.P. MORGAN SECURITIES AUSTRALIA LIMITED Equity Buy 2,187 1.74 $ 3,794.45
6-May-25 J.P. MORGAN SECURITIES AUSTRALIA LIMITED Equity Sell (145) 1.74 $ 252.01
6-May-25 J.P. MORGAN SECURITIES AUSTRALIA LIMITED Equity Buy 1,130 1.74 $ 1,960.96
6-May-25 J.P. MORGAN SECURITIES AUSTRALIA LIMITED Equity Sell (1) 1.74 $ 1.74
6-May-25 J.P. MORGAN SECURITIES LLC Equity - Depository Receipt On Lend 21,700 - $ -
6-May-25 J.P. MORGAN SECURITIES LLC Equity - Depository Receipt Buy 7,500 1.68 $ 12,595.94
6-May-25 J.P. MORGAN SECURITIES LLC Equity - Depository Receipt Borrow 500,000 - $ -
6-May-25 J.P. MORGAN SECURITIES LLC Equity - Depository Receipt Borrow 9,000 - $ -
6-May-25 J.P. MORGAN SECURITIES LLC Equity - Depository Receipt Borrow Return (17,000) - $ -
6-May-25 J.P. MORGAN SECURITIES LLC Equity - Depository Receipt Borrow 2,000 - $ -
6-May-25 J.P. MORGAN SECURITIES LLC Equity - Depository Receipt Borrow Return (30,000) - $ -
6-May-25 J.P. MORGAN SECURITIES LLC Equity - Depository Receipt Borrow 250,000 - $ -
6-May-25 J.P. MORGAN SECURITIES LLC Equity - Depository Receipt Borrow 170,000 - $ -
6-May-25 J.P. MORGAN SECURITIES LLC Equity - Depository Receipt Borrow 11,000 - $ -
6-May-25 J.P. MORGAN SECURITIES LLC Equity - Depository Receipt Borrow Return (9,000) - $ -
6-May-25 J.P. MORGAN SECURITIES PLC Equity Borrow Return (200,000) - $ -
6-May-25 J.P. MORGAN SECURITIES PLC Equity Borrow Return (117,231) - $ -
6-May-25 J.P. MORGAN SECURITIES PLC Equity Borrow Return (290,421) - $ -
6-May-25 J.P. MORGAN SECURITIES PLC Equity Borrow Return (5,000,000) - $ -
6-May-25 J.P. MORGAN SECURITIES PLC Equity Borrow Return (200,000) - $ -
6-May-25 J.P. MORGAN SECURITIES AUSTRALIA LIMITED Equity Borrow Return (1,200,000) - $ -
6-May-25 J.P. MORGAN SECURITIES AUSTRALIA LIMITED Equity Borrow Return (1,500,000) - $ -
6-May-25 J.P. MORGAN SECURITIES AUSTRALIA LIMITED Equity Borrow Return (241,158) - $ -
6-May-25 J.P. MORGAN INVESTMENT MANAGEMENT INC. Equity Collateral In 53.32 - $ -
6-May-25 J.P. MORGAN INVESTMENT MANAGEMENT INC. Equity Collateral In 338.04 - $ -
6-May-25 J.P. MORGAN INVESTMENT MANAGEMENT INC. Equity Collateral In 364.14 - $ -
6-May-25 J.P. MORGAN INVESTMENT MANAGEMENT INC. Equity Collateral In 175.55 - $ -
6-May-25 J.P. MORGAN INVESTMENT MANAGEMENT INC. Equity Collateral In 50.03 - $ -
6-May-25 J.P. MORGAN INVESTMENT MANAGEMENT INC. Equity Collateral In 2,455.60 - $ -
6-May-25 J.P. MORGAN INVESTMENT MANAGEMENT INC. Equity Collateral In 0.21 - $ -
6-May-25 J.P. MORGAN INVESTMENT MANAGEMENT INC. Equity Collateral In 678.77 - $ -
6-May-25 JPMORGAN ASSET MANAGEMENT (UK) LIMITED Equity Collateral In 9.75 - $ -
6-May-25 JPMORGAN ASSET MANAGEMENT (UK) LIMITED Equity Collateral In 69.13 - $ -
6-May-25 JPMORGAN ASSET MANAGEMENT (UK) LIMITED Equity Collateral In 179.32 - $ -
6-May-25 JPMORGAN ASSET MANAGEMENT (UK) LIMITED Equity Collateral In 7.31 - $ -
6-May-25 JPMORGAN ASSET MANAGEMENT (UK) LIMITED Equity Collateral In 1,339.21 - $ -
6-May-25 JPMORGAN ASSET MANAGEMENT (UK) LIMITED Equity Collateral In 575.09 - $ -
6-May-25 JPMORGAN ASSET MANAGEMENT (UK) LIMITED Equity Collateral In 70.70 - $ -
6-May-25 JPMORGAN ASSET MANAGEMENT (UK) LIMITED Equity Collateral In 8.90 - $ -
6-May-25 JPMORGAN ASSET MANAGEMENT (UK) LIMITED Equity Collateral In 238.19 - $ -
6-May-25 JPMORGAN ASSET MANAGEMENT (UK) LIMITED Equity Collateral In 141.29 - $ -
6-May-25 JPMORGAN ASSET MANAGEMENT (UK) LIMITED Equity Collateral In 240.31 - $ -
6-May-25 JPMORGAN ASSET MANAGEMENT (UK) LIMITED Equity Collateral In 320.88 - $ -
6-May-25 JPMORGAN ASSET MANAGEMENT (UK) LIMITED Equity Collateral In 1.12 - $ -
6-May-25 JPMORGAN ASSET MANAGEMENT (UK) LIMITED Equity Collateral In 51.97 - $ -
6-May-25 JPMORGAN ASSET MANAGEMENT (UK) LIMITED Equity Collateral In 37.08 - $ -
6-May-25 JPMORGAN ASSET MANAGEMENT (UK) LIMITED Equity Collateral In 47.02 - $ -
6-May-25 JPMORGAN ASSET MANAGEMENT (UK) LIMITED Equity Collateral In 17.34 - $ -
6-May-25 JPMORGAN ASSET MANAGEMENT (UK) LIMITED Equity Collateral In 21.34 - $ -
6-May-25 JPMORGAN ASSET MANAGEMENT (UK) LIMITED Equity Collateral In 1,239.95 - $ -
6-May-25 JPMORGAN ASSET MANAGEMENT (UK) LIMITED Equity Collateral In 7.15 - $ -
6-May-25 JPMORGAN ASSET MANAGEMENT (UK) LIMITED Equity Collateral In 18.85 - $ -
6-May-25 JPMORGAN ASSET MANAGEMENT (UK) LIMITED Equity Collateral In 8.18 - $ -
6-May-25 JPMORGAN ASSET MANAGEMENT (UK) LIMITED Equity Collateral In 262.53 - $ -
6-May-25 JPMORGAN ASSET MANAGEMENT (UK) LIMITED Equity Collateral In 122 - $ -
6-May-25 JPMORGAN ASSET MANAGEMENT (ASIA PACIFIC) LIMITED Equity Collateral In 43.76 - $ -
6-May-25 JPMORGAN ASSET MANAGEMENT (ASIA PACIFIC) LIMITED Equity Collateral In 77.42 - $ -
6-May-25 JPMORGAN ASSET MANAGEMENT (ASIA PACIFIC) LIMITED Equity Collateral In 229.73 - $ -
6-May-25 JPMORGAN ASSET MANAGEMENT (ASIA PACIFIC) LIMITED Equity Collateral In 7.78 - $ -
6-May-25 JPMORGAN ASSET MANAGEMENT (ASIA PACIFIC) LIMITED Equity Collateral In 34 - $ -
6-May-25 JPMORGAN ASSET MANAGEMENT (ASIA PACIFIC) LIMITED Equity Collateral In 386.73 - $ -
6-May-25 JPMORGAN ASSET MANAGEMENT (JAPAN) LIMITED Equity Collateral In 30.20 - $ -
6-May-25 JPMORGAN ASSET MANAGEMENT (SINGAPORE) LIMITED Equity Collateral In 93.21 - $ -
Balance at end of relevant period 63,118,316.10
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1/1
Appendix: Prescribed information pursuant to securities lending arrangement disclosed under the substantial shareholding notice filed with ASX.
| Date: | 08-May-2025 | |
|---|---|---|
| Company’s name: | MESOBLAST LTD | |
| ISIN: | AU000000MSB8 | |
| Date of change of **relevant interests: ** |
06-May-2025 | |
| 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 24-Mar-2025 |
|
| 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: | 08-May-2025 |
| Company’s name: | MESOBLAST LTD |
| ISIN: | AU000000MSB8 |
| Date of change of relevant interests: |
06-May-2025 |
| Schedule | |
| Type of agreement | Global Master Securities Lending Agreement ("GMSLA") |
| Parties to agreement |
JPMorgan Chase Bank, N.A. (acting as agent) (“lender”) and Citigroup Global Markets Limited (Borrower) |
| Transfer date | Settlement Date 07-Mar-2025 15-Apr-2025 |
| 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.
| shareholding notice | filed with ASX. |
|---|---|
| Date: | 08-May-2025 |
| Company’s name: | MESOBLAST LTD |
| ISIN: | AU000000MSB8 |
| Date of change of relevant interests: |
06-May-2025 |
| Schedule | |
| Type of agreement | Australian Master Securities Lending Agreement (“AMSLA”) |
| Parties to agreement |
JPMorgan Chase Bank, N.A. (acting as agent) (“lender”) and Macquarie Bank Limited(Borrower) |
| Transfer date | Settlement Date 28-Apr-2025 |
| 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.
| shareholding notice | filed with ASX. |
|---|---|
| Date: | 08-May-2025 |
| Company’s name: | MESOBLAST LTD |
| ISIN: | AU000000MSB8 |
| Date of change of relevant interests: |
06-May-2025 |
| Schedule | |
| Type of agreement | Australian Master Securities Lending Agreement (“AMSLA”) |
| Parties to agreement |
JPMorgan Chase Bank, N.A. (acting as agent) (“lender”) and Merrill Lynch Equities (Australia) Limited(Borrower) |
| Transfer date | Settlement Date 11-Apr-2025 14-Apr-2025 24-Apr-2025 |
| 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: | 08-May-2025 |
|---|---|
| Company’s name: | MESOBLAST LTD |
| ISIN: | AU000000MSB8 |
| Date of change of relevant interests: |
06-May-2025 |
| 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 13-Mar-2025 15-Apr-2025 |
| 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.
| shareholding notice | filed with ASX. |
|---|---|
| Date: | 08-May-2025 |
| Company’s name: | MESOBLAST LTD |
| ISIN: | AU000000MSB8 |
| Date of change of relevant interests: |
06-May-2025 |
| 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 09-Apr-2025 10-Apr-2025 11-Apr-2025 05-May-2025 |
| 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. |
pAppendix: Prescribed information pursuant to securities lending transaction disclosed under the substantial shareholding notice filed with ASX.
==> picture [508 x 593] intentionally omitted <==
----- Start of picture text -----
Date: 08-May-2025
Company’s name: MESOBLAST LTD
ISIN: AU000000MSB8
Date of change of
relevant 06-May-2025
interests:
Schedule
Type of agreement [Institutional Account Agreement ]
JP Morgan Securities LLC for itself and as agent and trustee for the other J.P. Morgan Entities and
CHARLES SCHWAB & CO., INC, CANACCORD GENUITY CORP,VELOCITY CLEARING, LLC,CITADEL
SECURITIES LLC,WELLS FARGO SECURITIES, LLC,NATIONAL BANK OF CANADA FINANCIAL INC,TD
PRIME SERVICES LLC,COWEN AND COMPANY, LLC,INTERACTIVE BROKERS LLC,ROBINHOOD
SECURITIES, LLC,NATIONAL FINANCIAL SERVICES LLC,BLACKROCK,APEX CLEARING
Parties to CORPORATION,TRADESTATION SECURITIES INC,JPMORGAN CHASE BANK, AS AGENT,NATIONAL
agreement FINANCIAL SERVICES LLC - AS AGENT,VANGUARD GROUP INC (AS AGT). (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.
Settlement Date
14-Jan-2025
24-Jan-2025
31-Jan-2025
04-Feb-2025
07-Feb-2025
11-Feb-2025
12-Feb-2025
18-Feb-2025
27-Feb-2025
28-Feb-2025
02-Apr-2025
07-Apr-2025
Transfer date 08-Apr-2025
10-Apr-2025
11-Apr-2025
15-Apr-2025
16-Apr-2025
17-Apr-2025
21-Apr-2025
23-Apr-2025
24-Apr-2025
30-Apr-2025
01-May-2025
02-May-2025
05-May-2025
06-May-2025
JPMS is the holder of the voting rights from the time at which it exercises its right to borrow.
Holder of voting
Notwithstanding this, please note that the Company has the right to recall equivalent securities if it
rights
wishes to exercise its voting rights in respect of the securities.
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==> picture [508 x 314] intentionally omitted <==
----- Start of picture text -----
Are there any
restriction on Yes
voting rights
JPMS will not be able to exercise voting rights in circumstances where the Company has recalled
If yes, detail equivalent securities from JPMS before the voting rights have been exercised. In these circumstances,
JPMS must return the securities to the Company and the Company holds the voting rights.
Scheduled return
N/A. There is no term to the loan of securities.
date (if any)
Does the borrower
have the right to Yes.
return early?
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 Yes.
recall early?
If yes, detail The Company has the right to recall all or any equivalent securities on demand.
Will the securities
Yes. Settlement of the loan will occur when JPMS returns equivalent securities to the Company. There
be returned on
is no term to the loan of securities.
settlement?
If yes, detail any
exceptions
If requested by the company to whom the prescribed form must be given, or if requested by ASIC, a
Statement
copy of the agreement will be given to that company or ASIC.
----- End of picture text -----
Appendix: Prescribed information pursuant to securities lending transaction disclosed under the substantial shareholding notice filed with ASX.
| Date: | 08-May-2025 |
|---|---|
| Company’s name: | MESOBLAST LTD |
| ISIN: | AU000000MSB8 |
| Date of change of relevant interests: |
06-May-2025 |
| 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 05-Mar-2025 |
| 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 4.3 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 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: ** | 08-May-2025 |
|---|---|
| Company’s name: | MESOBLAST LTD |
| ISIN: | AU000000MSB8 |
| Date of change of relevant interests: |
06-May-2025 |
| 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 04-Apr-2025 |
| 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 originallydelivered. 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: ** | 08-May-2025 |
|---|---|
| Company’s name: | MESOBLAST LTD |
| ISIN: | AU000000MSB8 |
| Date of change of relevant interests: |
06-May-2025 |
| Schedule | |
| Type of agreement | Global Master Securities Lending Agreement ("GMSLA") |
| Parties to agreement |
J.P. Morgan Securities plc ("borrower") and UBS Switzerland AG ("lender") |
| Transfer date | Settlement Date 09-Apr-2025 10-Apr-2025 11-Apr-2025 14-Apr-2025 28-Apr-2025 |
| 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 originallydelivered. 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. |