MESOBLAST LTD — Share Issue/Capital Change 2024

Nov 11, 2024

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

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Announcement Summary

Entity name

MESOBLAST LIMITED

Date of this announcement

Tuesday November 12, 2024

The +securities the subject of this notification are:

+Securities issued as part of a transaction or transactions previously announced to the market in an Appendix 3B that are not quoted, and are not intended to be quoted, on ASX

Total number of +securities to be issued/transferred

		Total number of
ASX +security		+securities to be
code	Security description	issued/transferred	Issue date
New class - code	WARRANTS 2	2,000,000	11/11/2024
to be confirmed

Refer to next page for full details of the announcement

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

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Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

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Part 1 - Entity and announcement details

1.1 Name of entity

MESOBLAST LIMITED

We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities. 1.2 Registered number type Registration number

1.2 Registered number type Registration number ABN 68109431870

1.3 ASX issuer code

MSB

1.4 The announcement is

New announcement

1.5 Date of this announcement

12/11/2024

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Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

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Part 2 - Issue details

2.1 The +securities the subject of this notification are:

+Securities issued as part of a transaction or transactions previously announced to the market in an Appendix 3B that are not quoted, and are not intended to be quoted, on ASX

Previous Appendix 3B details:

Announcement Date and	Announcement Title	Selected Appendix 3B to submit quotation
Time		request
30-Sep-2024 10:10	New - Proposed issue of securities -	A placement or other type of issue
	MSB

2.3a.2 Are there any further issues of +securities yet to take place to complete the transaction(s) referred to in the Appendix 3B?

No

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Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

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Part 3A - number and type of +securities the subject of this notification (existing class or new class) where issue has previously been

notified to ASX in an Appendix 3B

Placement Details

ASX +security code and description new unquoted class of security

Date the +securities the subject of this notification were issued 11/11/2024

Any other information the entity wishes to provide about the +securities the subject of this notification

Issue details

Number of +securities 2,000,000 Were the +securities issued for a cash consideration? No Please describe the consideration being provided for the +securities

In connection with the availability of the up to US$50 million convertible note facility, which the Company can use at its option following FDA approval, announced by the Company on 30 September 2024

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

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Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

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Part 3C - number and type of +securities the subject of this notification (new class)

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----- Start of picture text ----- ASX +security code +Security descriptionNew class - code to be confirmed WARRANTS 2+Security type ISIN codeOptionsDate the +securities the subject of this notification were issued11/11/2024Will all the +securities issued in this class rank equally in all respects from their issue date?YesHave you received confirmation from ASX that the terms of the +securities are appropriate and equitable underlisting rule 6.1?NoPlease provide a URL link for a document lodged with ASX setting out the material terms of the +securities beingissued.https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02878335-3A655077----- End of picture text -----

Options Details
+Security currency	Exercise price	Expiry date
AUD - Australian Dollar	AUD 1.32000000	11/11/2028

Details of the existing class of +security that will be issued upon exercise or conversion of this new class of company option

MSB : ORDINARY FULLY PAID

Any other information the entity wishes to provide about the +securities the subject of this notification

Each warrant will convert into one ordinary share. The warrants can also be converted to American Depositary Receipts (ADRs), in which case 10 warrants will convert into 1 ADR at an exercise price of US$9.06 per ADR.

Issue details

Number of +securities

2,000,000

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Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

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Part 4 - +Securities on issue

Following the issue, conversion or payment up of the +securities the subject of this notification, the +securities of the entity will comprise:

The figures in parts 4.1 and 4.2 below are automatically generated and may not reflect the entity's current issued capital if other Appendix 2A, Appendix 3G or Appendix 3H forms are currently with ASX for processing.

4.1 Quoted +securities (Total number of each +class of +securities issued and quoted on ASX)

	Total number of
ASX +security code and description	+securities on issue
MSB : ORDINARY FULLY PAID	1,141,784,114

4.2 Unquoted +securities (Total number of each +class of +securities issued but not quoted on ASX)

	Total number of
ASX +security code and description	+securities on issue
MSBAI : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES	72,106,208
MSBAO : WARRANTS	15,027,327
MSBAP : ADS WARRANTS	884,838
MSBAQ : ADS WARRANTS 2	227,502
New class - code to be confirmed : WARRANTS 2	2,000,000

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

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