MESOBLAST LTD — Share Issue/Capital Change 2013

Jan 30, 2013

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

MESOBLAST LIMITED

ABN

68 109 431 870

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	Ordinary shares (fully paid)
	707,490 Fully Paid Ordinary Shares
	707,490 Fully Paid Ordinary Shares as per the company’s constitution;

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

• 4 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted[+] securities?

Yes for Ordinary Shares;

If the additional securities do not rank equally, please state:

• the date from which they do

• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Ordinary Shares Issued Upon The Exercise of Share Options Raising: Price per Share Shares Issued Funds Received US$0.47391 170,000 $76,975 $1.58 120,000 $189,600 $3.48 140,100 $487,548 $3.78 277,390 $1,048,534 TOTAL 707,490 $1,802,657
	707,490 Ordinary shares issued upon the exercise of options in accordance with the Company’s Employee Share Ownership Plan.

• See chapter 19 for defined terms.

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7 Dates of entering +securities into uncertificated holdings or despatch of certificates	Date Registered Number of Shares 26/11/2012 277,390 04/12/2012 85,913 13/12/2012 93,087 28/12/2012 104,800 29/12/2012 146,300 Total 707,490

Number +Class 8 Number and +class of all 287,840,322 Ordinary Shares +securities quoted on ASX ( including the securities in clause 2 if applicable) Number +Class 9 Number and +class of all 11,542,842 Unlisted Options +securities not quoted on ASX (198,333 options have ( including the securities in lapsed since last clause 2 if applicable) Appendix 3B) 10 Dividend policy (in the case of a All ordinary shares rank equally and trust, distribution policy) on the participate in the right to dividends increased capital (interests) equally

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non‐ renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has+security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of+security holders 25 If the issue is contingent on +security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

27 If the entity has issued options, N/A and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if N/A applicable) 29 Date rights trading will end (if N/A applicable) 30 How do[+] security holders sell N/A their entitlements in full through a broker? 31 How do[+] security holders sell N/A part of their entitlements through a broker and accept for the balance? 32 How do[+] security holders dispose N/A of their entitlements (except by sale through a broker)? 33 +Despatch date N/A

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of securities ( tick one )

(a)  Ordinary Shares Only as described in Part 1

• (b) All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 ‐ 1,000 1,001 ‐ 5,000 5,001 ‐ 10,000 10,001 ‐ 100,000 100,001 and over

37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought 39 Class of +securities for which quotation is sought 40 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted[+] securities? If the additional securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

• See chapter 19 for defined terms.

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41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

Number +Class

42 Number and +class of all +securities quoted on ASX ( including the securities in clause 38)

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Quotation agreement

• 1 +Quotati o n of our a d ditional[+] s e curities is i n ASX’s absolute disc r etion. AS X may quot e the[+] secu r ities on an y condition s it decides.

• 2 We warrant the follo w ing to AS X .

• T h e issue of t he[+] securit i es to be q u oted comp l ies with t h e law and is n o t for an ill e gal purpos e .

• T h ere is no reason w h y those[+] s ecurities s h ould not be grante d +quotation.

• A n offer of t h e[+] securiti e s for sale w ithin 12 m onths afte r their issu e w i ll not requ i re disclosu r e under s e ction 707(3) or sectio n 1012C(6) of t h e Corporat i ons Act. No t e: An entity may need to obtain a p propriate warra n ties from subscri b ers for the securiities in order to b e abl e to give this warr a nty

• S e ction 724 or section 1 0 16E of the C orporatio n s Act does n ot apply t o a n y applicati o ns receiv e d by us i n relation t o any[+] sec u rities to b e q u oted and that no‐one has any ri g ht to retu r n any[+] sec u rities to b e q u oted unde r sections 7 3 7, 738 or 1 0 16F of the C orporatio n s Act at th e ti m e that we r equest tha t the[+] secur i ties be quoted.

• If we are a tr u st, we war r ant that n o person ha s the right to return th e +s e curities to be quoted u nder secti o n 1019B of t he Corpor a tions Act at t h e time that we request that the[+] s e curities be quoted.

• 3 We will i n demnify A S X to the f u llest extent permitted b y law in r e spect of an y claim, ac t ion or exp e nse arisin g from or c onnected w ith any b r each of th e warrantie s in this ag r eement.

• 4 We give A SX the in f ormation a nd docum e nts requir e d by this fo rm. If an y informati o n or doc u ment not available n ow, will g ive it to A SX befor e +quotatio n of the[+] securities be g ins. We a c knowledg e that ASX i s relying o n the infor m ation and documents. We warr a nt that they are (will b e) true an d complete.

Sign h ere: Date: 3 1 January 2013 Company Secretary

Print n ame: Jenni Pilcher

• See c h apter 19 for d efined terms.

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