Mesoblast : MSB Presentation To Annual J.P.Morgan Healthcare Conference

Dr. Silviu Itescu, Chief Executive

January 2017

ASX:MSB/Nasdaq: MESO

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This presentation includes forward-looking statements that relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. We make such forward- looking statements pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. All statements other than statements of historical facts contained in this presentation are forward-looking statements. Words such as, but not limited to, "believe," "expect," "anticipate," "estimate," "intend," "plan," "targets," "likely," "will," "would," "could," and similar expressions or phrases identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and future events , recent changes in regulatory laws, and financial trends that we believe may affect our financial condition, results of operation, business strategy and financial needs. These statements may relate to, but are not limited to: expectations regarding the safety or efficacy of, or potential applications for, Mesoblast's adult stem cell technologies; expectations regarding the strength of Mesoblast's intellectual property, the timeline for Mesoblast's regulatory approval process, and the scalability and efficiency of manufacturing processes; expectations about Mesoblast's ability to grow its business and statements regarding its relationships with current and potential future business partners and future benefits of those relationships; statements concerning Mesoblast's share price or potential market capitalization; and statements concerning Mesoblast's capital requirements and ability to raise future capital, among others. Forward-looking statements should not be read as a guarantee of future performance or results, and actual results may differ from the results anticipated in these forward-looking statements, and the differences may be material and adverse. You should read this presentation together with our financial statements and the notes related thereto, as well as the risk factors, in our most recently filed reports with the SEC or on our website. Uncertainties and risks that may cause Mesoblast's actual results, performance or achievements to be materially different from those which may be expressed or implied by such statements, include, without limitation: risks inherent in the development and commercialization of potential products; uncertainty of clinical trial results or regulatory approvals or clearances; government regulation; the need for future capital; dependence upon collaborators; and protection of our intellectual property rights, among others. Accordingly, you should not place undue reliance on these forward-looking statements. We do not undertake any obligations to publicly update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise.

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Our Mission, Vision and Focus:

Mesoblast is committed to bring to market its disruptive cellular medicines to treat serious and life-threatening illnesses where there are currently no alternative treatments

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Leader in Disruptive Cellular Technology Platform

Proven Capability for Commercial Translation

Advanced Pipeline of Cellular Medicines

• Extensive patent portfolio

• Highly potent immuno- selected mesenchymal lineage precursors and progeny

• Deep expertise in cellular pathways and mechanisms

• Three Tier 1 product candidates in Phase 3, one in Phase 2

• Focused on serious and life- threatening diseases with commensurate pricing

• Evidenced-based clinical data in place supporting efficacy across multiple indications

• Multiple upcoming clinical milestones & corporate development

• Scalable industrialized manufacturing

• "Off the shelf" product capabilities to target large markets

• Proven understanding of regulatory and reimbursement landscape

• TEMCELL® HS. Inj. (aGVHD), approved in Japan1

* Mesenchymal lineage adult stem cells (MLCs) including mesenchymal precursor cells (MPCs) and culture-expanded mesenchymal stem cells (MSCs).

1. Commercialization rights to Japan were out-licensed to JCR Pharmaceuticals.

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