28 November 2023 Mesoblast Limited (MSB) Results of Annual General Meeting Held 28 November 2023 In accordance with ASX Listing Rule 3.13.2 and section 251AA of the Corporations Act 2001 (Cth), we advise details of the resolutions and the proxies received in respect of each resolution 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 Company Secretary
ANNUAL GENERAL MEETING Tuesday, 28 November, 2023 MESOBLAST LIMITED Short Description For Against For Against Abstain ** 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 Total votes cast in the poll (where applicable) Abstain Result Discretionary (open votes) No Strike Y/N/NA Proxy Votes (as at proxy close) RESULT OF ANNUAL GENERAL MEETING (ASX REPORT) 155,330,428 1,274,0579,618,26902 ADOPTION OF THE REMUNERATION REPORT 1,440,491 1,272,057 8,305,115 149,477,371 5.83%94.17% Carried 93.88% 5.22% 0.90% N 230,183,413 2,650,3832,857,39003 AMENDMENT TO THE CONSTITUTION 1,503,898 1,716,180 2,048,454 224,442,048 1.23%98.77% Carried 98.44% 0.90% 0.66% NA 223,557,605 2,031,17010,102,41104A RE-ELECTION OF MR PHILIP FACCHINA AS A DIRECTOR 1,463,285 1,858,624 9,294,475 217,094,196 4.32%95.68% Carried 95.28% 4.08% 0.64% NA 146,975,404 1,862,71486,853,06804B RE-ELECTION OF MR WILLIAM BURNS AS A DIRECTOR 1,337,935 1,862,714 85,530,397 140,979,534 37.14%62.86% Carried 61.87% 37.54% 0.59% NA 142,406,440 1,812,47422,012,84005A APPROVAL OF PROPOSED ISSUE OF OPTIONS TO DR SILVIU ITESCU IN CONNECTION WITH HIS LONG-TERM INCENTIVE REMUNERATION FOR THE 2023/2024 FINANCIAL YEAR 1,332,046 1,812,474 20,188,991 137,170,523 13.39%86.61% Carried 86.44% 12.72% 0.84% NA 156,973,939 1,274,3707,983,44505B APPROVAL OF PROPOSED ISSUE OF OPTIONS TO DR SILVIU ITESCU IN LIEU OF 30% OF BASE SALARY 1,339,430 1,274,370 6,277,596 151,612,638 4.84%95.16% Carried 95.22% 3.94% 0.84% NA 142,150,101 1,819,02622,262,62706A APPROVAL OF PROPOSED ISSUE OF OPTIONS TO DR ERIC ROSE IN CONNECTION WITH HIS LONG-TERM INCENTIVE REMUNERATION FOR THE 2023/2024 FINANCIAL YEAR 1,337,930 1,819,026 20,611,324 136,735,754 13.54%86.46% Carried 86.17% 12.99% 0.84% NA 157,309,827 1,353,8367,568,09106B APPROVAL OF PROPOSED ISSUE OF OPTIONS TO DR ERIC ROSE IN LIEU OF 30% OF BASE SALARY 1,366,438 1,353,836 6,034,788 151,748,972 4.59%95.41% Carried 95.35% 3.79% 0.86% NA 136,526,295 1,989,62727,715,83207 APPROVAL OF PROPOSED ISSUE OF OPTIONS TO NON-EXECUTIVE DIRECTORS 1,394,242 1,989,627 25,680,553 131,439,612 16.87%83.13% Carried 82.92% 16.20% 0.88% NA 142,975,561 1,713,62721,542,56608 APPROVAL OF PROPOSED ISSUE OF OPTIONS TO DIRECTOR, DR PHILIP KRAUSE 1,388,538 1,538,004 19,833,046 137,744,446 13.09%86.91% Carried 86.65% 12.48% 0.87% NA Printed: 28/11/2023 Page 1 of 2This report was produced from the Link Market Services Meeting System
ANNUAL GENERAL MEETING Tuesday, 28 November, 2023 MESOBLAST LIMITED Short Description For Against For Against Abstain ** 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 Total votes cast in the poll (where applicable) Abstain Result Discretionary (open votes) No Strike Y/N/NA Proxy Votes (as at proxy close) RESULT OF ANNUAL GENERAL MEETING (ASX REPORT) 190,886,855 21,511,0719,587,17909 RATIFICATION OF ISSUE OF SECURITIES TO INSTITUTIONAL INVESTORS 1,446,027 21,507,994 8,563,242 184,487,236 4.78%95.22% Carried 94.85% 4.40% 0.74% NA ** - 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: 28/11/2023 Page 2 of 2This report was produced from the Link Market Services Meeting System