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Rule 4.7B Appendix 4C Quarterly report for entities subject to Listing Rule 4.7B Introduced 31/03/00 Amended 30/09/01, 24/10/05, 17/12/10, 01/09/16 Name of entity Mesoblast Limited ABN Quarter ended ("current quarter") 6

Key Takeaway: Quarterly report for entities subject to Listing Rule 4.7B Introduced 31/03/00 Amended 30/09/01, 24/10/05, 17/12/10, 01/09/16 Consolidated statement of cash flows Current quarter Year to date (3 months) US$ '000 US$ '000 1 Cash flows from operating activities

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Quarterly report for entities subject to Listing Rule 4.7B
Introduced 31/03/00 Amended 30/09/01, 24/10/05, 17/12/10, 01/09/16
Consolidated statement of cash flows
Current quarter Year to date (3 months)
US$ '000 US$ '000
1 Cash flows from operating activities
1.1 Receipts from customers 474 474
1.2 Payments for:
(a) research and development (13,503 ) (13,503 )
- research and development expenditure includes the incremental costs of the MPC-150-IM phase 3 program in advanced chronic heart failure through to and beyond the successful interim analysis announced on 10 April 2017.
(b) manufacturing commercialisation (887 ) (887 )
(c) advertising and marketing - -
(d) leased assets - -
(e) staff costs (3,215 ) (3,215 )
(f) other expenses from ordinary activities (2,432 ) (2,432 )
(g) other:
- intellectual property portfolio expenses (855 ) (855 )
1.3 Dividends received (see note 3) - -
1.4 Interest received 63 63
1.5 Interest and other costs of finance paid - -
1.6 Income taxes paid (1 ) (1 )
1.7 Government grants and tax incentives - -
1.8 Other: - -
- Payments for fair value adjustments to contingent consideration (350 ) (350 )
- Royalties paid (193 ) (193 )
1.9 Net cash from / (used in) operating activities (20,899 ) (20,899 )
Quarterly report for entities subject to Listing Rule 4.7B
Current quarter Year to date (3 months)
US$ '000 US$ '000
2 Cash flows from investing activities
2.1 Payment to acquire:
(a) property, plant and equipment (83 ) (83 )
(b) businesses (see item 10) - -
(c) investments - -
(d) intellectual property - -
(e) other non-current assets - -
2.2 Proceeds from disposal of:
(a) property, plant and equipment - -
(b) businesses (see item 10) - -
(c) investments - -
(d) intellectual property - -
(e) other non-current assets - -
2.3 Cash flows from loans to other entities - -
2.4 Dividends received (see note 3) - -
2.5 Other (provide details if material) - -
(a) Security deposits - -
2.6 Net cash from / (used in) investing activities (83 ) (83 )
Current quarter Year to date (3 months)
US$ '000 US$ '000
3 Cash flows related to financing activities
3.1 Proceeds from issues of shares 40,449 40,449
3.2 Proceeds from issue of convertible notes - -
3.3 Proceeds from exercise of share options - -
3.4 Transaction costs related to issues of shares, convertible notes or options (2,001 ) (2,001 )
3.5 Proceeds from borrowings - -
3.6 Repayment of borrowings - -
3.7 Transaction costs related to loans and borrowings - -
3.8 Dividends paid - -
3.9 Other (provide details if material) - -
3.10 Net cash from / (used in) financing activities 38,448 38,448
Current quarter Year to date (3 months)
US$ '000 US$ '000
4 Net increase / (decrease) in cash and cash equivalents for the period
4.1 Cash and cash equivalents at beginning of quarter/year to date 45,761 45,761
4.2 Net cash from / (used in) operating activities (item 1.9 above) (20,899 ) (20,899 )
4.3 Net cash from / (used in) investing activities (item 2.6 above) (83 ) (83 )
4.4 Net cash from / (used in) financing activities (item 3.10 above) 38,448 38,448
4.5 Effect of movement in exchange rates on cash held (286 ) (286 )
4.6 Cash and cash equivalents at end of quarter 62,941 62,941
+ See chapter 19 for defined terms.
01/09/2016 Appendix 4C Page 2
Quarterly report for entities subject to Listing Rule 4.7B
Current quarter Previous quarter
US$ '000 US$ '000
5 Reconciliation of cash and cash equivalents
at the end of the quarter (as shown in the consolidated statement of cash flows) to the related items in the accounts
5.1 Bank balances 27,847 5,919
5.2 Call deposits 34,624 39,381
5.3 Bank overdrafts - -
5.4 Other (Term deposits) 470 461
5.5 Cash and cash equivalents at end of quarter (should equal item 4.6 above) 62,941 45,761
Current quarter
US$ '000
6 Payments to directors of the entity and their associates
6.1 Aggregate amount of payments to these parties included in item 1.2 396
6.2 Aggregate amount of cash flow from loans to these parties included in item 2.3 -
6.3 Include below any explanation necessary to understand the transactions included in items 6.1 and 6.2
Payment to directors (for the current quarter) = $396k
Current quarter
US$ '000
7 Payments to related entities of the entity and their associates
7.1 Aggregate amount of payments to these parties included in item 1.2 -
7.2 Aggregate amount of cash flow from loans to these parties included in item 2.3 -
7.3 Include below any explanation necessary to understand the transactions included in items 7.1 and 7.2
not applicable
Total facility amount at quarter end Amount drawn at quarter end
US$ '000 US$ '000
8 Financing facilities available
Add notes as necessary for an understanding of the position
8.1 Loan facilities - -
8.2 Credit standby arrangements - -
8.3 Other (please specify) - -
8.4 Include below a description of each facility above, including the lender, interest rate and whether it is secured or unsecured. If any additional facilities have been entered into or are proposed to be entered into after quarter end, include details of those facilities as well.
not applicable
+ See chapter 19 for defined terms.
01/09/2016Appendix 4C Page 3
Quarterly report for entities subject to Listing Rule 4.7B
US$ '000
9 Estimated cash outflows for next quarter
9.1 Research and development (14,172 )
- research and development expenditure includes the incremental costs of the MPC-150-IM phase 3 program in advanced chronic heart failure.
9.2 Manufacturing commercialisation (638 )
9.3 Advertising and marketing -
9.4 Leased assets -
9.5 Staff costs (2,574 )
9.6 Other expenses from ordinary activities (3,407 )
9.7 Other (provide details if material):
(a) Intellectual property portfolio expenses (726 )
9.8 Total estimated cash outflows (21,517 )
*Mesoblast is in advanced negotiations with selected pharmaceutical companies with respect to potential partnering of certain Tier 1 product candidates. If Mesoblast enters into a binding transaction in the next quarter, Mesoblast expects that one effect of the transaction is that its cash reserves are likely to increase. Mesoblast does not make any representation or give any assurance that such a binding transaction will be concluded.
In addition, Mesoblast expects its cash reserves to increase in the next quarter as we expect to receive the following income:
Mesoblast has established an equity facility for up to A$120 million/US$90 million over the next two years, to be used at its discretion to provide additional funds as required.
Acquisitions Disposals
US$ '000 US$ '000
10 Acquisitions and disposals of business entities
(items 2.1(b) and 2.2(b) above)
10.1 Name of entity - -
10.2 Place of incorporation or registration - -
10.3 Consideration for acquisition or disposal - -
10.4 Total net assets - -
10.5 Nature of business - -
+ See chapter 19 for defined terms.
01/09/2016 Appendix 4C Page 4
Quarterly report for entities subject to Listing Rule 4.7B
Compliance statement
Sign here:/s/ Charlie HarrisonDate: 31 October 2017
Print name:Charlie Harrison
+ See chapter 19 for defined terms.
01/09/2016Appendix 4C Page 5
Last updated: Nov 1, 2017