Mesoblast

Mesoblast has a Level I American Depositary Receipt (ADR) facility trading in the Over-The-Counter (OTC) market in the U.S. and is managed by BNY Mellon. The ADR Ticker (Symbol) is MBLTY

An ADR is a negotiable U.S. certificate representing ownership of shares in a non-U.S. corporation. ADRs are quoted and traded in U.S. dollars in the U.S. securities market. Also, the dividends are paid to investor in U.S. dollars. ADRs were specifically designed to facilitate the purchase, holding and sale of non-U.S. securities by U.S. investor, and to provide a corporate finance vehicle for non-U.S. companies. ADRs can be held in book-entry form or as a physical certificate.

Level I Depositary Receipts are traded in the U.S. OTC market with prices published in the “Pink Sheets” and on some exchanges outside the United States. Establishment of a Sponsored Level I program does not require full SEC registration and the company does not have to report its accounts under U.S. GAAP or provide full SEC disclosure. Essentially, a Sponsored Level I Depositary Receipt program allows companies to enjoy the benefits of a publicly traded security without changing its current reporting process.

U.S. investors generally prefer to purchase ADRs rather than ordinary shares in the issuer’s home market because ADRs trade, clear and settle according to U.S. market conventions. One of ADRs’ main advantages is the facilitation of diversification into foreign securities. ADRs also allow easy comparison to securities of similar companies as well as access to price and trading information. ADR holders also appreciate U.S. dollar dividend payments and receiving corporate action notifications.

ADR issuers generally have full information in English about themselves on their websites, as well as on the main depositary bank websites, and are tracked by the main U.S. financial websites.

BNY Mellon is the depositary bank and plays a key role in the process of issuance and cancellation of ADRs. BNY Mellon also maintains the ADR holder register and distributes the dividends in U.S. dollars. In addition, BNY Mellon is a DTC (Depositary Trust Company) participant as are brokers & dealers, other banks, trust companies and clearinghouses. For additional general information, please visit BNY Mellon’s website at www.adrbnymellon.com and search for Mesoblast’s ADR profile.
U.S Shareowner Services
BNY Mellon Shareowner Services
P.O. Box 358516
Pittsburgh, PA 15252-8516

Toll Free # for Domestic Calls: 1 888 BNY ADRS or – 1888 269 2377
Number for International Calls: 1 201 680 6825
Email: shrrelations@bnymellon.com

Website: www.bnymellon.com/shareowner

An ADR (American Depositary Receipt) is a negotiable certificate issued by a depositary bank representing a specific number of shares of a non-U.S. company traded on a U.S. stock exchange. An ADS is the share issued under the ADR agreement which is actually traded.

Yes.

Converting ordinary shares into ADRs must be done through a broker or an investment advisor. Alternatively contact BNY Mellon for further assistance with this.

No.

A registered holder is one whose name appears on the books of the depositary. The registered holder is considered the owner of the record. A beneficial holder is one whose holdings are registered in a name other than his or her own, such as the name of a broker, bank or nominee.

For registered owners ownership is registered by the depositary bank and is evidenced by an account statement, provided by the depositary. Registered owners hold physical ADR certificates issued by the Depositary Bank and receive dividends, and proxy materials directly from BNY Mellon.

Owners of Mesoblast ADRs that are registered in the “nominee name” or “street name” of a bank, broker or other institution that holds such securities for the accounts of others are considered beneficial owners. ADRs held in this form are book-entry securities, where the beneficial owner’s interest is recorded in an account held by the institution rather than by registration with the ADR depositary. Major benefits of book-entry ownership are the elimination of problems associated with paper certificates such as storage, safety of securities or cost and inconvenience of replacement.

Book-entry ADRs eliminate the requirement for physical movement of certificates at the time of sale or transfer of ownership. Investors purchasing ADRs through a broker who wish to become registered owners must specifically direct the broker to register the shares with the ADR depositary. If you choose to have a certificate issued, please contact BNY Mellon.

For those holders who are not registered because their shares are held through a “Street name” (nominee account), please contact your nominee for information on your ADR holdings.

Your Mesoblast ADR represents your ownership of shares in the company and can be held in certificate or book-entry form. If you hold your ADRs in certificate form these should be kept in a safe-deposit box or secure place. Certificates are negotiable documents and should be signed only in the event of a sale or transfer of ownership. If you hold your ADRs through a “Street Name” (nominee account) these will be in book-entry form and therefore you will not have an ADR certificate.

You will receive account statements following each investment activity. You will also receive a statement at the end of the year showing all year-to-date transaction activity. You should retain these statements for tax purposes.

It is important that you contact BNY Mellon Shareowner Services when you move so that your account records can be updated and your dividend check is sent to the right address.

Resident Canadian ADR shareholders will receive their dividends in U.S. dollars.

Dividends are paid in U.S. dollars and are generally taxable, just like dividends on U.S. shares.

You can request the replacement of a lost dividend check by calling BNY Mellon. Upon authorization from you, a stop payment order will be placed against the original check and a replacement check will be issued to you. Please have your Social Security Number ready when calling.

For the most current Mesoblast ADR dividend information you can call BNY Mellon. Please have your account number, exact address, and exact name(s) on the account ready when you call. You can also refer to BNY Mellon’s website and double click on the “Dividends and Distributions” section.

Mesoblast provides the same financial information to all investors and conforms to all laws in the U.S. on disclosure pertinent to Level I ADRs.