MESOBLAST LTD — Share Issue/Capital Change 2025

Jan 15, 2025

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

Thursday January 16, 2025

The +securities the subject of this notification are:

+Other securities issued under an +employee incentive scheme that 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
MSBAI	OPTION EXPIRING VARIOUS DATES EX	540,000	11/01/2025
	VARIOUS PRICES
MSBAI	OPTION EXPIRING VARIOUS DATES EX	1,395,389	10/01/2025
	VARIOUS PRICES
MSBAI	OPTION EXPIRING VARIOUS DATES EX	4,051,502	09/01/2025
	VARIOUS PRICES

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

16/1/2025

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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:

+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX

2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and which:

has an existing ASX security code ("existing class")

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

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Part 3B - number and type of +securities the subject of this notification (existing class) where issue has not previously been notified to ASX in an Appendix 3B

ASX +security code and description

MSBAI : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES

Date the +securities the subject of this notification were issued

11/1/2025

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class Yes

Were any of the +securities issued to +key management personnel (KMP) or an +associate?
Yes
Provide details of the KMP or +associates being issued +securities.
Name of KMP Name of registered holder Number of +securities
Philip Krause Philip Krause 540,000
Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme
or a summary of the terms Refer to Item 8 in Notice of Meeting released 24 October 2022 https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02586640-3A605268?access_token=83 ff96335c2d45a094df02a206a39ff4
Any other information the entity wishes to provide about the +securities the subject of this notification
FY24 annual long-term incentive option grant to director as approved by shareholders at the 2024 Annual General
Meeting

Issue details

Number of +securities

540,000

ASX +security code and description

MSBAI : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES

Date the +securities the subject of this notification were issued

10/1/2025

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class Yes

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

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Were any of the +securities issued to +key management personnel (KMP) or an +associate? Yes

Provide details of the KMP or +associates being issued +securities.

Name of KMP	Name of registered holder	Number of +securities
Silviu Itescu	Silviu Itescu	466,154
Eric Rose	Eric Rose	436,686
William Burns	William Burns	150,000
Jane Bell	Jane Bell	192,308
Philip Facchina	Philip Facchina	121,731

Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms

Refer to Item 8 in Notice of Meeting released 24 October 2022 https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02586640-3A605268?access_token=83 ff96335c2d45a094df02a206a39ff4

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

Option grant to directors in lieu of cash payment as approved by shareholders at the 2024 Annual General Meeting

Issue details

Number of +securities

1,395,389

ASX +security code and description

MSBAI : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES

Date the +securities the subject of this notification were issued

9/1/2025

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class Yes

Were any of the +securities issued to +key management personnel (KMP) or an +associate? Yes

Provide details of the KMP or +associates being issued +securities.

Provide details of the KMP	or +associates being issued +securities.
Name of KMP	Name of registered holder	Number of +securities
Silviu Itescu	Silviu Itescu	2,222,000

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

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Eric Rose Eric Rose 1,829,502

Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms

Refer to Item 8 in Notice of Meeting released 24 October 2022 https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02586640-3A605268?access_token=83 ff96335c2d45a094df02a206a39ff4 Any other information the entity wishes to provide about the +securities the subject of this notification

This is an option grant to executive directors in lieu of two years of short-term incentive cash payments as approved by shareholders at the 2024 Annual General Meeting

Issue details

Number of +securities 4,051,502

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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	1,159,327,187

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	78,093,099
MSBAA : WARRANTS 2	2,000,000
MSBAO : WARRANTS	15,027,327
MSBAP : ADS WARRANTS	884,838

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Part 5 - Other Listing Rule requirements

5.1 Were the +securities issued under an exception in Listing Rule 7.2 and therefore the issue did not need any security holder approval under Listing Rule 7.1? Yes

5.1a Select the number of the applicable exception in Listing Rule 7.2

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