Mesoblast limited : Becoming a substantial holder

8 January 2014

BY FAX - ORIGINAL IN POST(61 3 9639 6030)

Mesoblast Limited

55 Collins Street, Level 39

Melbourne, VIC Australia 3000

The Capital Group Companies, Inc.

333 South Hope Street
Los Angeles, California 90071-1406
Phone [phone]
Fax [phone]

Re: Notice of Interests of Substantial Shareholder under Section 671B

Mrs. Jenni Pilcher:

Enclosed is a Form 603 dated 07 January 2014. Please note that a copy of this report has been sent to the Australian Stock Exchange.

The Capital Group Companies, Inc. ("CGC") is the parent company of Capital Research and Management Company ("CRMC"). CRMC is a U.S.-based investment management company that manages The American Funds family of mutual funds. CGC is also the parent company of Capital Group International, Inc. ("CGII"), which in turn is the parent company of five investment management companies: Capital Guardian Trust Company, Capital International, Inc., Capital International Limited, Capital International Sàrl and Capital International K.K. The companies mentioned above provide investment management services through three groups, Capital Research Global Investors, Capital World Investors and Capital International Investors.

Neither CGC nor any of its affiliates own shares of your company for its own account. Rather, the shares reported on Form 603 are owned by accounts under the discretionary investment management of one or more of the investment management companies described above.

For the purposes of this Notice an outstanding share balance of 321,210,394 shares was used to calculate the percentages of holdings of the relevant share capital. We believe this outstanding share balance is current; however, if this number is not accurate, please contact us as soon as possible so that we may make the necessary revisions to this Notice.

Should you have questions or require additional information, please contact Gina Martinez or Vivien Tan at [phone] or send a fax message to [phone]. Alternatively, you may contact us via e-mail at [e-mail].

Regards,

Vivien Tan

Compliance Specialist

603 page Page 1 of 2

Form 603

Corporations Act 2001 Section 671B Notice of initial substantial holder

ToCompany Name/Scheme Mesoblast Limited

ACN/ARSN

1. Details of substantial holder (1)

Name The Capital Group Companies, Inc. ACN/ARSN (if applicable) n/a
The holder became a substantial holder on 7 January 2014

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securities	Person's votes (5)	Voting power (6)
Ordinary Shares	18,116,901	18,116,901	5.64%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
The Capital Group Companies, Inc.		18,116,901 Ordinary Shares

The shares being reported under this section are owned by accounts under the discretionary investment management of
1 investment management company (Capital Research and Management Company) which is a direct or indirect subsidiary of The Capital Group Companies, Inc., 333 South Hope Street, 55th Floor, Los Angeles, California 90071.

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Class and number of securities
		none
See Annexure A dated 7 January 2014 (copy attached)

603 page Page 2 of 2

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant interest	Date of acquisition	Consideration (9)	Class and number of securities
Holder of relevant interest	Date of acquisition	Cash	Non-cash	Class and number of securities
See attached transaction history

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
N/A	N/A

The company (Capital Research and Management Company) referred to in paragraph 1(a) is a wholly owned direct or indirect subsidiary of The Capital Group Companies, Inc.

7. Addresses

The addresses of persons named in this form are as follows:

Name	Address
The Capital Group Companies, Inc.	333 South Hope Street, 55th Floor Los Angeles, CA 90071

Signature

print name: Liliane Corzo Capacity: Senior Counsel

sign here

Date: 8 January 2014

Annexure "A"

This is the Annexure of 1 page marked Annexure "A" referred to in Form 603 (initial)

signed by this corporation dated 7 January 2014.

The Capital Group Companies, Inc.

By: Liliane Corzo

Senior Counsel

Australia Annexure

Mesoblast Limited

7 January 2014

CG Investment Management CompanyAccount Number Number of Shares % Held

Capital Research and Management Company 11000014 16,556,901

11000035 1,560,000

18,116,901

GRAND TOTAL 18,116,901 5.64%

Nominee List

Mesoblast Limited

07 January 2014

Nominee Name

Chase Manhattan Bank Australia Limited

Level 36 World Trade Centre

Jamison Street

Sydney, NSW 2000 Australia

11000014 16,556,901

Total Shares: 16,556,901

Westpac Custodian Nominees

50 Pitt Street, 8th Floor

Sydney, NSW 2000

Australia

11000035 1,560,000

Total Shares: 1,560,000

Transaction History

ISSUER MESOBLAST LTD FROM 9/7/2013

TO 1/7/2014

Asset Description	Activity	Transaction Type	Currency	Price	Shares or Par
MESOBLAST LTD	12/30/2013	Buy	AUD	5.8246	17,407
MESOBLAST LTD	12/31/2013	Buy	AUD	5.8729	31,152
MESOBLAST LTD	1/2/2014	Buy	AUD	5.8981	113,751
MESOBLAST LTD	1/3/2014	Buy	AUD	5.8887	32,266
MESOBLAST LTD	1/6/2014	Buy	AUD	5.8789	52,325
MESOBLAST LTD	1/7/2014	Buy	AUD	5.9093	2,100,000