9 March 2021

The Manager

Company Notices Section ASX Limited

Level 4, North Tower, Rialto Towers 525 Collins Street

MELBOURNE VIC 3000

Dear Sir/Madam

Notice under Section 708A(5)(e) of the Corporations Act 2001 (Cth)

This notice is given by Mesoblast Limited (ABN 68 109 431 870) (Mesoblast) under section 708A(5)(e) of the Corporations Act 2001 (Cth) (Corporations Act).

Mesoblast has issued the remaining 24,153,005 fully paid ordinary shares (Shares) at an issue price of A$2.30 per Share to sophisticated and professional investors under the private placement led by a strategic US investor group announced on 2 March 2021.

Mesoblast advises that:

  • 1 the Shares were issued without disclosure to investors under Part 6D.2 of the Corporations Act;

  • 2 this notice is being given under section 708A(5)(e) of the Corporations Act;

  • 3 as at the date of this notice, Mesoblast has complied with:

    (a) the provisions of Chapter 2M of the Corporations Act, as they apply to Mesoblast; and

(b)section 674 of the Corporations Act; and

4

as at the date of this notice, there is no information that is "excluded information" within the meaning of sections 708A(7) and 708A(8) of the Corporations Act.

Release authorized by the Chief Executive.

Mesoblast Limited

Yours sincerely

Niva Sivakumar Company Secretary

+Rule 2.7

Appendix 2A

Application for quotation of +securities

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.

If you are an entity incorporated outside Australia and you are seeking quotation of a new class of +securities other than CDIs, you will need to obtain and provide an International Securities Identification Number (ISIN) for that class. Further information on the requirement for the notification of an ISIN is available from the Create Online Forms page. ASX is unable to create the new ISIN for non-Australian issuers.

*Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.

Part 1 - Entity and announcement details

Question no

Question

Answer

1.1

*Name of entity

We (the entity here named) apply for +quotation of the following +securities and agree to the matters set out in

Appendix 2A of the ASX Listing Rules.1

MESOBLAST LTD

1.2

*Registration type and number

Please supply your ABN, ARSN, ARBN, ACN or another registration type and number (if you supply another registration type, please specify both the type of registration and the registration number).

ABN 68 109 431 870

1.3

*ASX issuer code

MSB

1.4

*This announcement is

Tick whichever is applicable.

A new announcement

An update/amendment to a previous announcement

A cancellation of a previous announcement

1.4a

*Reason for update

Mandatory only if "Update" ticked in Q1.4 above. A reason must be provided for an update.

1.4b

*Date of previous announcement to this update

Mandatory only if "Update" ticked in Q1.4 above.

1.4c

*Reason for cancellation

Mandatory only if "Cancellation" ticked in Q1.4 above.

1.4d

*Date of previous announcement to this cancellation

Mandatory only if "Cancellation" ticked in Q1.4 above.

1

Appendix 2A of the Listing Rules includes a warranty that an offer of the securities for sale within 12 months after their issue will not require disclosure under section 707(3) or 1012C(6) of the Corporations Act. If the securities to be quoted have been issued by way of a pro rata offer, to give this warranty, you will generally need to have lodged a cleansing notice with ASX under section 708AA(2)(f) or 1012DAA(2)(f) of the Corporations Act within 24 hours before the securities are offered (see ASIC Regulatory Guide 189 Disclosure relief for rights issues). If in doubt, please consult your legal adviser.

Page 1

1.5

*Date of this announcement

9 March 2021

Part 2 - Type of issue

Question No.

Question

Answer

2.1

*The +securities to be quoted are:

Select whichever item is applicable.

If you wish to apply for quotation of different types of issues of securities, please complete a separate Appendix 2A for each type of issue.

  • Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B

  • Being issued under a +dividend or distribution plan

  • Being issued as a result of options being exercised or other +convertible securities being converted

  • Unquoted partly paid +securities that have been paid up and are now quoted fully paid +securities

  • +Restricted securities where the escrow period has expired or is about to expire

  • +Securities previously issued under an +employee incentive scheme where the restrictions on transfer have ceased or are about to cease

  • +Securities issued under an +employee incentive scheme that are not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer

  • Other

2.2a.1

*Date of Appendix 3B notifying the market of the proposed issue of +securities for which quotation is now being sought

Answer this question if your response to Q2.1 is "Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B"

2 March 2021

2.2a.2

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

Answer this question if your response to Q2.1 is "Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B".

Yes

2.2a.2.1

*Please provide details of the further issues of +securities yet to take place to complete the transaction(s) referred to in the Appendix 3B

Answer this question if your response to Q2.1 is "Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B" and your response to Q2.2a.2 is "Yes".

Please provide details of the proposed dates and number of securities for the further issues. This may be the case, for example, if the Appendix 3B related to an accelerated pro rata offer with an institutional component being quoted on one date and a retail component being quoted on a later date.

15,027,327 warrants.

2.2b.1

*Date of Appendix 3A.1 lodged with ASX in relation to the underlying +dividend or distribution

Answer this question if your response to Q2.1 is "Being issued under a dividend or distribution plan".

2.2b.2

*Does the +dividend or distribution plan meet the requirement of listing rule 7.2 exception 4 that it does not impose a limit on participation?

Answer this question if your response to Q2.1 is "Being issued under a dividend or distribution plan".

Note: Exception 4 only applies where security holders are able to elect to receive all of their dividend or distribution as securities. For example, Exception 4 would not apply in the following circumstances: 1) The entity has specified a dollar limit on the level of participation e.g. security holders can only participate to a maximum value of $x in respect of their entitlement, or 2) The entity has specified a maximum number of securities that can participate in the plan e.g. security holders can only receive securities in lieu of dividend payable for x number of securities.

2.2c.1

Please state the number and type of options that were exercised or other +convertible securities that were converted (including their ASX security code)

Answer this question if your response to Q2.1 is "Being issued as a result of options being exercised or other convertible securities being converted".

2.2c.2

And the date the options were exercised or other +convertible securities were converted

Answer this question if your response to Q2.1 is "Being issued as a result of options being exercised or other convertible securities being converted".

Note: If this occurred over a range of dates, enter the date the last of the options was exercised or convertible securities was converted.

2.2d.1

Please state the number and type of partly paid +securities (including their ASX security code) that were fully paid up

Answer this question if your response to Q2.1 is "Unquoted partly paid securities that have been paid up and are now quoted fully paid securities".

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Mesoblast Limited published this content on 09 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 March 2021 23:44:01 UTC.