Disclosure of Senior Managers Relevant Interest

Ongoing Disclosure Notice
Disclosure of Directors and Senior Managers Relevant Interests
Sections 297(2) and 298(2), Financial Markets Conduct Act 2013
To NZX Limited; and
Name of listed issuer:
ArborGen Holdings Limited
Date this disclosure made:
2 October 2020
Date of last disclosure:
27 July 2020
Director or senior manager giving disclosure
Full name(s):
Andrew Mark Baum
Name of listed issuer:
ArborGen Holdings Limited
Name of related body corporate (if applicable):
N/A
Position held in listed issuer:
Chief Executive Officer
Summary of acquisition or disposal of relevant interest (excluding specified derivatives)
Class of affected quoted financial products:
ARB Ordinary Shares
Nature of the affected relevant interest(s):
Power to acquire ARB Ordinary Shares. Pursuant to
the terms of an Executive Fixed Trading Plan (in
accordance with section 260 of the Financial Markets
Conduct Act 2013), 20% of the Executive's base salary
(net of withholding taxes) is to be applied in acquiring
ARB Ordinary Shares in two separate tranches each
year.
For that relevant interest-
Number held in class before acquisition or disposal:Ordinary Shares: Nil
Number held in class after acquisition or disposal:
Number of Ordinary Shares will depend on (1) the base
salary in the applicable period, (2) the prevailing
USD:NZD exchange rate on the date the Company
announces its Half Year (Half Year Date) and Full Year
(Year End Date) results, and (3) the prevailing share
price at the time
Current registered holder(s):
N/A
Registered holder(s) once transfers are registered:
N/A
Summary of acquisition or disposal of specified derivatives relevant interest (if applicable)
Type of affected derivative:
N/A
Class of underlying financial products:
N/A

Details of affected derivative-
The notional value of the derivative (if any) or the notional amount of underlying
financial products (if any):
A statement as to whether the derivative is cash settled or physically settled:
Maturity date of the derivative (if any):
Expiry date of the derivative(if any):
The price specified in the terms of the derivative (if any):
Any other details needed to understand how the amount of the consideration
payable under the derivative or the value of the derivative is affected by the value
of the underlying financial products:
For that derivative,-
Parties to the derivative:
If the director or senior manager is not a party to the derivative, the nature of the
relevant interest in the derivative:
Details of transactions giving rise to acquisition or disposal
Total number of transactions to which notice relates: 1
Details of transactions requiring disclosure-
Date of transaction:16 September 2020
Nature of transaction:
Entry into a Revised Executive Employment
Agreement and a Deed relating to an ArborGen
Holdings Executive Fixed Trading Plan, pursuant to
which 20% of the Executive's prevailing base salary
(currently US$392,106), net of withholding taxes, will
be applied in acquiring ARB Ordinary Shares pursuant
to the Fixed Trading Plan, in two separate tranches
each year. Upon the Half Year Date and Year End
Date, the Company will either issue, or procure the
transfer of (through an Agent), the Ordinary Shares to
the Participant, in accordance with the Fixed Trading
Plan.
Name of any other party or parties to the transaction (if known):N/A
The consideration, expressed in New Zealand dollars, paid or received for the
acquisition or disposal. If the consideration was not in cash and cannot be readily
by converted into a cash value, describe the consideration:
20% of the Executive's base salary (currently
US$392,106), net of withholding taxes, for the
applicable period. The initial period will be from 16
August 2020 to 31 December 2020. The consideration
in New Zealand dollars will depend on the prevailing
USD:NZD exchange rate on the Half Year Date and
Year End Date (as applicable).
Number of financial products to which the transaction related: To be calculated as described above.
If the issuer has a financial products trading policy that prohibits directors or
senior managers from trading during any period without written clearance (a
closed period) include the following details—
Whether relevant interests were acquired or disposed of during a closed period:No
Whether prior written clearance was provided to allow the acquisition or disposal to
proceed during the closed period:
N/A
Date of the prior written clearance (if any):
N/A
Summary of other relevant interests after acquisition or disposal:
Class of quoted financial products:ARB Ordinary Shares
Nature of relevant interest:
Right to acquire restricted share units (RSUs)
convertible into ARB Ordinary Shares, subject to the
vesting criteria being met
For that relevant interest,-
Number held in class:
RSUs: up to 1,822,800
Ordinary Shares: N/A as no acquisition or disposal of
ARB Ordinary Shares
Current registered holder(s):N/A
For a derivative relevant interest,-
Type of derivative:N/A

Details of derivative,-
The notional value of the derivative (if any) or the notional amount of underlying
financial products (if any):
A statement as to whether the derivative is cash settled or physically settled:
Maturity date of the derivative (if any):
Expiry date of the derivative (if any):
The price's specified terms (if any):
Any other details needed to understand how the amount of the consideration
payable under the derivative or the value of the derivative is affected by the value
of the underlying financial products:
For that derivative relevant interest,-
Parties to the derivative:
If the director or senior manager is not a party to the derivative, the nature of the
relevant interest in the derivative:
Certification
I, certify that, to the best of my knowledge and belief, the information contained in
this disclosure is correct and that I am duly authorised to make this disclosure by
all persons for whom it is made.
Signature of director or officer:
Date of signature:
or
Signature of person authorised to sign on behalf of director or officer:
Date of signature:
2 October 2020
Name and title of authorised person:
Sharon Ludher-Chandra Company Secretary