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Form of Proxy

MESOBLAST LTD

Notes

No. Proposition For Against Abstain
1

ADOPTION OF THE REMUNERATION REPORT

2

ELECTION OF DR GREGORY GEORGE AS DIRECTOR

3

ELECTION OF MS LYN COBLEY AS DIRECTOR

4

RE-ELECTION OF MS JANE BELL AM AS DIRECTOR

5

RE-ELECTION OF DR ERIC ROSE AS DIRECTOR

6

APPROVAL OF PROPOSED ISSUE OF OPTIONS TO DR GREGORY GEORGE

7

APPROVAL OF PROPOSED ISSUE OF OPTIONS TO MS LYN COBLEY

8

APPROVAL OF PROPOSED ISSUE OF OPTIONS TO DR SILVIU ITESCU IN CONNECTION WITH HIS LONG-TERM INCENTIVE REMUNERATION FOR THE 2025/2026 FINANCIAL YEAR

9

APPROVAL OF PROPOSED ISSUE OF OPTIONS TO DR SILVIU ITESCU IN CONNECTION WITH HIS SHORT-TERM INCENTIVE REMUNERATION FOR THE 2024/2025 FINANCIAL YEAR

10

APPROVAL OF PROPOSED ISSUE OF OPTIONS TO CHIEF MEDICAL OFFICER, DR ERIC ROSE IN CONNECTION WITH HIS LONG-TERM INCENTIVE REMUNERATION FOR THE 2025/2026 FINANCIAL YEAR

11

APPROVAL OF PROPOSED ISSUE OF OPTIONS TO DIRECTOR, DR PHILIP KRAUSE IN CONNECTION WITH HIS CONSULTANCY FEES FOR THE 2025/2026 FINANCIAL YEAR

12

APPROVAL OF EMPLOYEE SHARE OPTION PLAN FOR THE PURPOSES OF LISTING RULE 7.2 (EXCEPTION 13)

13

APPROVAL OF PROPOSED ISSUE OF CONVERTIBLE NOTES AND WARRANTS TO DR GREGORY GEORGE

14

APPROVAL OF PROPOSED ISSUE OF CONVERTIBLE NOTES AND WARRANTS TO COVA HOLDINGS LP

15

APPROVAL OF PREVIOUS ISSUES OF SECURITIES