Mesoblast : Results of Meeting

24 November 2020

Mesoblast Limited (MSB)

Results of Annual General Meeting Held 24 November 2020

In accordance with ASX Listing Rule 3.13.2 and section 251AA of the

(Cth), we advise details of the resolutions and the proxies receivedCorporationsin respectActof each2001resolution as per the attached report.

All resolutions were passed and decided by way of a poll.

Release authorized by the Chief Executive.

Yours faithfully

Niva Sivakumar

Joint Company Secretary

MESOBLAST LIMITED	RESULT OF ANNUAL GENERAL
	MEETING (ASX REPORT)

ANNUAL GENERAL MEETING

Tuesday, 24 November, 2020

As required by section 251AA(2) of the Corporations Act 2001 (Commonwealth) the following statistics are provided in respect of each resolution on the agenda.

	Resolution Voted on at the meeting				Proxy Votes (as at proxy close)			Poll (Manner in which votes were cast in person
										or by proxy on a poll (where applicable) on a
										poll at the meeting
No	Short Description	Strike		For		Against	Discretionary	Abstain		For	Against	Abstain **		Result
Y/N/NA			(open votes)
2	ADOPTION OF THE REMUNERATION REPORT	N		159,488,932		6,584,571	1,192,289	2,384,775		169,629,010	6,736,365	2,411,709		Carried
				95.35%		3.94%	0.71%			96.18%	3.82%
3	RE-ELECTION OF MR DONAL ODWYER AS A	NA		209,632,877		25,986,094	1,270,250	1,805,523		219,869,452	26,139,352	1,812,457		Carried
	DIRECTOR			88.49%		10.97%	0.54%			89.37%	10.63%
4	APPROVAL OF PROPOSED ISSUE OF OPTIONS TO	NA		156,691,544		8,754,207	1,232,833	2,971,983		166,785,146	8,850,995	3,140,943		Carried
	CHIEF EXECUTIVE, DR SILVIU ITESCU, IN			94.01%		5.25%	0.74%			94.96%	5.04%
	CONNECTION WITH HIS REMUNERATION FOR THE
	2020/2021 FINANCIAL YEAR
5	RATIFICATION OF ISSUE OF SHARES TO EXISTING	NA		215,776,546		1,651,858	1,307,657	19,799,717		225,832,517	2,074,532	19,755,246		Carried
	AND NEW INSTITUTIONAL INVESTORS			98.65%		0.75%	0.60%			99.09%	0.91%

** - Note that votes relating to a person who abstains on an item are not counted in determining whether or not the required majority of votes were cast for or against that item

Printed: 24/11/2020 12:18:27PM

This report was produced from the Link Market Services Meeting System

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