ArborGen Releases Annual Report FY2021

Annual Report 2021

ArborGen:
Transforming Forestry

ArborGen tree seedlings are redefining forest productivity and creating enhanced value for
landowners, with more than 10 million acres of plantings around the world.
ArborGen is the largest tree seedling provider in some of the biggest forestry markets in the
world. Our transformative technology and advanced genetic seedling products are a game
changer for our forest landowners, delivering bigger and better trees, faster.
Our strength is built on decades of investment in research, intellectual property and people
capability. No other competitor can match our advanced genetics programme’s breadth
or depth.
With some of our younger advanced genetic orchards that were planted in 2011 and 2012 now
becoming fully productive, we are well positioned for accelerated growth. Proven performance
of our advanced genetic seedlings at commercial scale, combined with active forestry markets,
are providing strong tailwinds to the market adoption of our higher value seedlings.
We have robust governance, a sound financial footing and a committed and experienced team
of people who are passionate about success in our sector.
The value story for our business is now becoming apparent, with accelerating momentum
and positive market conditions setting the path for strong growth in FY22 and beyond.
An increasing focus on the ability of trees to address climate change creates significant
potential new opportunities.
On behalf of the Board and management, we are pleased to present to you the Annual Report
for the 12 months ended 31 March 2021.
Dave Knott Jr Andrew Baum
Chairman Chief Executive Officer
23 June 2021

Table of Contents
ArborGen: Transforming ForestryIFC
Our Business2
FY21 Snapshot8
Chair & CEO Report10
Taking Care of What Matters21
Our Board32
Leadership Team33
Financial Statements34
Notes to the Consolidated Financial Statements39
Independent Auditor’s Report
General Information
65
– Governance68
– Statutory Information79
– Directory84
There are statements in this Report that are ‘forward looking statements.’ As these forward-looking statements are predictive
in nature, they are subject to a number of risks and uncertainties relating to the Group, many of which are beyond our control.
In particular, ArborGen’s operations and results are significantly influenced by the general level of economic activity in the
various sectors of the economies in which it competes, particularly in the United States, Brazil, New Zealand and Australia.
Fluctuations in industrial output and the impact that has on global demand for wood fibre and hence harvest and reforestation
levels, government environmental and regional development policies, capital availability, relative exchange rates, interest rates,
the profitability of our customers, can each have a substantial impact on our operations and financial condition.
ArborGen-specific risks and uncertainties include (in addition to those broad economic factors noted above) the global markets
and geographies in which it operates, intellectual property protection, regulatory approvals, public and customer acceptance of
genetically engineered products, the rate of customer adoption of advanced seedling products, the success of its research and
development activities, weather conditions, cone and seed inventory, biological matters, and the fact that ArborGen’s annual
crops and seed orchards are not the subject of insurance cover.
As a result of the foregoing; actual results, conditions and conclusions may differ materially from those expressed or implied by
such statements.
All references to currencies in this document are in US dollars (US$) unless otherwise stated.

Our Business
We are the leading
global commercial
provider of advanced
genetics tree
seedling products
Our high-value products significantly
improve the productivity of a given acre
of forestry land and are transforming the
forestry industry
ArborGen specialises in loblolly pine
(US and Brazil), radiata pine (NZ and
Australia) and eucalyptus (Brazil and
Australia) plantation forestry species
2
ArborGen Holdings Limited and Subsidiaries Annual Report 2021

We have
unparalleled
product portfolios
in each of our core
markets
We have large
opportunities
for growth
ArborGen is the market leader in three of
the largest tree seedling markets in the
world – the Southern United States, Brazil
and Australia/New Zealand
We have a competitive advantage driven
by decades of investment in research,
intellectual property and people capability
Growth into markets where our superior
genetics will create significant gains in
productivity and profitability and we
can establish a large scale competitive
position is progressing as planned
We own one of the world’s largest
and most diverse repositories of
commercial tree germplasm
We have a repository of more than
30,000 families and the ability to
identify trees that will perform best in
specific regions and sites
Our IP and field trials demonstrate
the superior performance of our
advanced genetic products
Investment in R&D and state of the
art technology will drive improvement
and create next-generation products
3

4
ArborGen Holdings Limited and Subsidiaries Annual Report 2021
We Are
Continuously Advancing
Forestry Genetics
Our MCP seedlings deliver significant
gains to forest owners and $ margins
6-8 times than that of OP seedlings.
Elite Genetics Products
Mass Control
Pollinated
MCP
®
Advanced, Select, Elite, 2.0:
Seedlings produced from
the best mother and father.
ArborGen has the most
advanced and broadly
adapted MCP pipeline
in the industry.
Open Pollinated
OP
OP Advanced, Select and
Elite: Produced from best
mother and fertilised with
pollen of an unknown
father tree.
Varietals
Multiple identical copies
of best MCP seedlings,
selected from extensive
trials. ArborGen is the only
company in the world with
the ability to produce
varieties at scale.

5
We Are Transforming
Forestry Productivity
We service around 2,500 customers
each year
We have 18 seedling nurseries, 12 seed
producing orchards and overall production
capacity of 540 million seedlings annually
We are now positioned for accelerated
growth - our advanced genetic seedlings
have been proven at commercial scale,
market adoption is growing and we will
have an increasing supply of seed as
our orchards mature
The value story is
now apparent and
customer demand
is growing
$0
$1,500
$3,000
$4,500
$5,100
Revenue / Acre
*
MCP
®
77%
231 OB
Green Tons/Acre
OP-E
60%
192 OB
Green Tons/Acre
OP Baseline
50%
166 OB
Green Tons/Acre
Sawtimber Potential (%)
*Lower Coastal Plain 5 Year Moving Average ($/ton). Source: Timber Mart South
Note: OB Green Tons/Acre is a measurement for timber weight
Varietals
90%
231 OB
Green Tons/Acre

6
ArborGen Holdings Limited and Subsidiaries Annual Report 2021

7
ArborGen’s World
Leading Technology
ArborGen’s proprietary technology platform enables it to be the only
commercial seedling company with products spanning the entire technology
spectrum. Our technology platform combines the ongoing efforts of our
product development and research teams, and draws upon 100+ years in the
aggregate of tree improvement research programmes contributed from our
founding shareholders.
The ArborGen in vitro system is a result of decades of intensive research
efforts and investment. It is a bio process system that uses advanced plant
breeding technologies and clonal propagation to mass produce selected varietal
seedlings. ArborGen has developed a totally integrated process that moves from
new cell line development to cryopreservation and cell banking. The focus has
been primarily loblolly pine but we have also worked with other forestry species
including slash and radiata pine, fir, sweetgum and eucalyptus.
The ArborGen in vitro lab team is highly experienced and technically proficient
and is well regarded in the plant cell culture industry. Our team has been sought
out for advice and contractual propagation for a number of species in addition
to our core species loblolly pine and works on specialised projects such as the
development of hemp genetics.
We operate an extensive field trial system, with ~1 million trees measured and
analysed each year. We believe we have the broadest portfolio of intellectual
property in the industry, as well as the largest and most diverse repositories of
germplasm, encompassing more than 40 commercial tree species and hybrids.

8
ArborGen Holdings Limited and Subsidiaries Annual Report 2021
FY21 Snapshot
FY21 was one of the most challenging periods in the company’s history, with Covid-19 materially
affecting sales in two of the four regions we operate in (the US and Brazil). Against that backdrop,
we were very pleased to deliver strong year-over-year improvement in performance.
Commercial Highlights
• Built supply of higher value MCP seed inventory with material increase in MCP seed production
• Introduced new MCP 2.0 variety on a commercial scale
• Increased MCP bagging and pollination activity by 35% yoy
• Developed and produced new cross-breed to further boost US Coastal MCP supply
• Expanded portfolio in Brazil through new third party exclusive agreements
• Successfully integrated leased nurseries into ArborGen’s operations
Financial Highlights
• Profit growth in FY21 in line with expectations despite Covid impact
• Material improvement in net earnings to $3.2m ($2.7m loss in FY20)
• Strong operating cash flow of $9.9m, up 106%
• Reduction in net debt to $27.4m, down $2.2m
• Doubling of US-GAAP EBITDA
1
to $11.3m, up 109%
Outlook for FY22 and beyond
• Further growth of MCP expected in future years from flowers pollinated in FY21 and continued
maturity of orchards
• Strong housing growth and global carbon markets provide significant growth opportunities
• Added opportunity to extend proprietary intellectual property into other crop species
• US-GAAP EBITDA guidance for FY22 of $13.0 - $14.5 million – a material increase on FY21
(which included government grant income)

9
FY20
Revenue
FY21FY19
0
20
40
60
FY20
US GAAP EBITDA
1
FY21FY19
0
4
8
12
2
6
10
FY20
NPAT
FY21FY19
-4
-6
-2
2
0
4
FY20
Net Debt
*
FY21FY19
0
10
20
30
5
15
25
* FY19 Net Debt includes capitalised HQ lease.
FY20 and FY21 includes HQ mortgage
1. US-GAAP EBITDA is US-GAAP Earnings Before Interest,
Tax, Depreciation and Amortisation. ArborGen uses
US-GAAP EBITDA when discussing financial performance.
This is a non-GAAP financial measure and is not
recognised within IFRS. Non-GAAP financial measures
should not be viewed in isolation nor considered as a
substitute for measures reported in accordance with
GAAP. Management believes that US-GAAP EBITDA
provides useful information, as it is used internally to
evaluate performance, and it is also a measure that equity
analysts focus on for comparative company performance
purposes, as the measure removes distortions caused
by differences in asset age, depreciation policies and
debt:equity structures. A reconciliation is provided in
note 30 of the financial statements.
FY20
Operating Cash Flow
FY21FY19
0
4
8
2
6
10

10
ArborGen Holdings Limited and Subsidiaries Annual Report 2021
Chair &
CEO Report
Dear Shareholder
The fiscal year ending March 2021 (FY2021) proved to be one of the most challenging periods we have
experienced, as the global Covid pandemic materially affected sales in two of the four regions in which
we operate – the United States and Brazil. While in Brazil the impact was expected through most of the
year, in the US it was not until lifting season when the extent of the impact of Covid on seedling demand
(which affected the entire seedling market) became apparent. Given these unprecedented conditions,
we are extremely pleased to be able to report solid year-over-year performance, with significant
improvements in net earnings, operating cash flow and US GAAP EBITDA
1
, and a reduction in net debt.
Looking ahead, strong underlying demand for solid wood products in the US over the next decade due
to years of underbuilding, demographic changes, ageing housing stock, and structural supply constraints
in Canada, the Western United States and Europe is driving an expansion in sawmill capacity in the US
South. This growth in timber demand will in turn support increasing demand for softwood seedlings
over the next decade. These market dynamics create a strong tailwind for the execution of our strategy
to drive the market to advanced genetics. We are expecting a significant increase in MCP seedling
production and sales will, in turn, drive strong growth in our earnings and cash flow over the next
few years.
“We are now beginning
to realise the gains from
over two decades of
investment with proven
MCP performance
at commercial scale;
increased market
acceptance of the value
of MCP products and
an increasing supply
of MCP seed.”
“Demand is growing
for our MCP seedlings,
which deliver significant
value to forest owners
and $ margins 6–8 times
that of OP seedlings.
We are positioned for
accelerated growth in
FY22 and beyond as we
continue to transform
the forest industry.”
1. US-GAAP EBITDA is US-GAAP Earnings Before Interest, Tax, Depreciation and Amortisation. ArborGen uses US-GAAP EBITDA
when discussing financial performance. This is a non-GAAP financial measure and is not recognised within IFRS. Non-GAAP
financial measures should not be viewed in isolation nor considered as a substitute for measures reported in accordance with
GAAP. Management believes that US-GAAP EBITDA provides useful information, as it is used internally to evaluate performance,
and it is also a measure that equity analysts focus on for comparative company performance purposes, as the measure removes
distortions caused by differences in asset age, depreciation policies and debt:equity structures. A reconciliation is provided in
note 30 of the financial statements.

11
FY21 Financial Performance
12 months ended 31 March
US $mFY21FY20% change
Revenue52.756.9-7%
Operating Earnings (before other significant items)
2
2.62.48%
Net Earnings3.2(2.7)N/A
Net Cash from Operating Activities9.94.8106%
US GAAP EBITDA
1
1 1.35.4109%
Net Debt27.429.6-7%
During the twelve-month period, the Group reported:
• Revenue of $52.7 million, comprising sales of $36.8 million in the US, $9.9 million in New Zealand and
Australia, and $6.0 million in Brazil. This is down from the $56.9 million reported in the prior period and
is almost entirely due to sales reductions in the United States and Brazil.
• Operating earnings (before other significant items) of $2.6 million, up $0.2 million on the $2.4 million
recorded in the prior period.
• Significant improvement in net earnings of $3.2 million
3
up from a loss of $2.7 million recorded
in the prior period. During the period, ArborGen received $4.3 million from the US Small Business
Administration (SBA) under the Paycheck Protection Program (PPP) of which $3.4 million was
recognised as other income in the twelve-month result. The prior period net loss of $2.7 million included
$3.9 million of charges, including $1 million of seedling credits provided to customers to address prior
period seedling survival claims, and $2.3 million of seed cost adjustments.
• US-GAAP EBITDA of $11.3 million (excluding public company / corporate costs of $1.3 million) –
a material improvement on the prior period’s $5.4 million.
• Net cash from operating activities of $9.9 million, a doubling of the $4.8 million in the prior period
(including Covid grants).
• Net debt (excluding $5.9 million of capitalised leases and deferred grant income) of $27.4 million, down
from $29.6 million in the prior comparable period. Net debt would have been even lower but for the late
lifting season brought about by restrictions on migrant labour into the US from Central America, which
resulted in accounts receivable being approximately $2 million higher than would otherwise have been
the case at year end. Such receivables were collected in April. The main use of cash during the period
was a $2.5 million spend on building the supply of higher value MCP seed inventory in the US as MCP
bagging and pollination activity increased by over 30% compared to the prior period.
2. Includes other significant items of $2.0 million comprising government grant subsidies of $3.7 million, partially offset by
expenses in the period of $1.7 million relating to seedlings written-off and incremental Covid expenses incurred in the period
(2020: a loss of $3.9 million).
3. Net earnings include a biological asset loss of $0.1 million ($0.6 million loss in the prior period) which relates to a share of
earnings on seedling crop still in the ground, as required under IFRS.

12
ArborGen Holdings Limited and Subsidiaries Annual Report 2021
FY21 Seedling Sales
Seedling Sales
FY21 (m)
Seedling Sales
FY20 (m)
USA294333
USA Loblolly MCP%31%30%
Brazil6565
New Zealand/Australia3239
To t a l391437
In the 12 month period to 31 March 2021, ArborGen sold 391 million seedlings globally – 294 million
seedlings in the US (including 263 million loblolly pine seedlings of which 31% were MCP and varietal
seedlings), 32 million seedlings in Australasia, and 65 million seedlings in Brazil.
In the US, unit seedling sales decreased by just over 10% to 294 million units in the period, from 333 million
seedling units in the prior period. This sales reduction year-over-year is largely explained by the global
pandemic which affected ArborGen in two key ways:
• Sawmill closures in the US in the early part of calendar year 2020 resulted in delayed log harvesting and,
in turn, critical site preparation activities, both key prerequisites for seedling planting (customers typically
clear and prepare land for planting from March through to October with planting starting in November);
and
• Temporary suspension of non-immigrant worker H2-B visas into the US combined with planting crews
contracting Covid, led to planting labour shortages during the critical planting season.
Added to this, a number of hurricanes during the period (particularly Hurricane Laura) affected site
preparation progress in certain regions.
Our New Zealand and Australian operations had a solid year despite seedling sales decreasing year-over-year
to 32 million from 39 million – driven entirely by a reduction in NZ of lower margin sales of OP seedlings
that supported the NZ Government’s one billion trees programme in the prior year.
In Brazil, sales of 65 million seedlings were flat on prior year as this region was hit the hardest by the
pandemic in 2020, followed by an extended drought season. That said, gross margin improved significantly
year-over-year due to reduced reliance on third party nursery production capacity following the integration
of two leased nurseries into our operations.
Sales Revenue
by Region
Australasia
South America
USA
US Loblolly
Pine Sales Revenue
MCP & Varietals
OP
US Loblolly
Pine Sales Volume
MCP & Varietals
OP

13
Key Growth and
Strategic Initiatives
MCP Growth Strategy
The most fundamental strategy for growing our earnings and cash flow is premised on growing supply
and sales of our proprietary advanced seedling genetics (MCP) supply and sales in our largest market –
the US. Specifically, this involves:
• Developing an extensive portfolio of best-in-class proprietary MCP products through continued
investment in research and development;
• Expanding the supply of our proprietary genetics through the establishment of orchards across the
US South; and
• Accelerating our Acquire, Build Confidence, Convert and Defend (ABCD) sales and marketing strategy
– actively acquiring new customers, but importantly, converting or upgrading our customers from lower
margin, lower genetic OP seedling to higher value MCP seedlings.
This, in turn, will drive substantial increases in plantation forest productivity and yields, strong financial
returns for our customers and also material increases in ArborGen’s margins, earnings and cash flow.
Proven MCP performance at commercial scale, increased market awareness of the value of MCP products,
combined with increasing supply of MCP seed means we are now positioned to realise the gains from
over two decades of investment.
Expanding Supply of our MCP Seedlings in the United States
ArborGen has invested significantly in developing its best-in-class proprietary genetics, deploying those
genetics in our seed orchards, and increasing our MCP bagging and pollination activity to increase seed
supply in future periods.
As the next chart shows, this historic activity is now bearing fruit, with the availability of our proprietary
MCP seedlings in the US showing a marked increase in future supply, particularly in our highest demand
US Coastal South and Piedmont markets, as our extensive younger seed orchards have started to flower
and produce seed.
With the core building blocks of the business now in place, we continue to progress the strategic,
operational, and financial goals we have set for the business:
• Expanding our supply of proprietary advanced genetics, and growing sales of advanced products;
• Mitigating the risk of adverse climatic events;
• Improving cash flow generation; and
• Expanding our footprint in a capital-light manner in our core growth regions.

14
ArborGen Holdings Limited and Subsidiaries Annual Report 2021
We are very pleased to report that after three years of constrained MCP supply due to a number of
unusual biological outcomes (including a lower than normal flower count due to extreme frost in 2017)
and abnormal weather events including Hurricane Michael 2018, some of our younger orchards have
now entered their productive life. Last year’s cone harvest (completed in late 2020) generated a material
increase in MCP seed production, particularly in our severely constrained Eastern (Coastal and Piedmont)
regions. This is seed that is available for seedling sales in the current fiscal year ending March 2022
(that is, the 2021 seedling production year), which has allowed us to substantially increase MCP seedling
production this year by over 30%, or approximately 30 million seedlings.
The margin growth potential for ArborGen is substantial as MCP $ margins are 6-8 times OP $ margins.
We have also recently completed our 2021 MCP bagging and pollination activity which saw an
unprecedented number of flowers, resulting in a 35% increase in bagging over the prior year. Nearly
every orchard surpassed its projected bagging target. In addition, we successfully carried out a night-
time MCP pollination trial at our Livingston seed orchard in Texas, which, if successful, is anticipated to
enhance seed production in future periods by allowing us to maximise the time available for pollination
during years when the pollination “window” is short due to problematic weather conditions. We also
produced, for the first time, a quantity of Texas and Coastal MCP crosses (pollen from Coastal “fathers”
crossed with Texas “mothers” to produce seed) to help us further boost Coastal MCP supply that can
be used in certain areas (discussed further below in the Risk Mitigation section).
MCP Projected Seed Supply
Million Seedling Equivalents
0
100
200
400
300
Production Year
*
EasternWestern
2026202520242023202220212020
Note: MCP supply projections are based on a number of factors including the number of trees in our
seed orchards, number of flowers bagged and number of flowers pollinated each year which are subject
to climatic variabilities), as well as bushels of cones harvested, pounds of seed extracted per bushel, and
the number of seedlings per pound of seed. As such, actuals may vary from projections due to biological
factors outside of our control, as well as operational decisions.
The chart shows projected seed supply in seedling equivalents, rather than sales. Please note the
2020 year refers to the fiscal year ending March 2021.

15
Subject to uncontrollable factors, such as hurricanes, the increase in the recently completed 2021 MCP
pollination activity will drive a significant boost in MCP seedling supply for the fiscal year ending March
2024. This time lag is explained in the chart below – as can be seen, there are three years from pollination
activity to ultimate seedlings sales.
Increasing the Proportion of Superior, Further-Advanced Products in our
US Advanced Genetics Portfolio
As explained in our Interim Review, in addition to growing MCP seed supply, we are also focused on
advancing our pipeline of next generation advanced products to ensure we continuously move our
customers up the MCP value chain – offering them superior products to increase value and maintaining
our strong competitive lead in the market. In this respect, we focus our product development efforts each
year on ensuring the MCP families we offer our customers are the best available in the market.
We have invested significantly in building the supply pipeline of these products, and we project that the
availability of the higher-value MCP products such as MCP-Elite and MCP-2.0 where we have a very
strong competitive advantage, will increase substantially over the next five years.
Q2
Q1Q4
Sow Seeds
Sow seeds in field
nurseries and grow.
Nine months
Year 2Year 0
Q1
MCP Bagging
and Pollination
Collect pollen from selected trees.
Bag flowers and pollinate.
Remove bags after 1 month.
Leave to mature.
18 months
Cone Harvest and
Seed Extraction
Harvest pinecones
and extract seeds.
Four weeks
Lift Seedlings
and Dispatch
Lift seedlings and
dispatch to customers.
Four weeks
Q1
Plant Orchards
Commenced focus on
MCP supply and sales.
Planted orchards –
8 to 10 years to reach
commercial productivity.
8 – 10 years
2011
Onwards
Year 3Year 1
Production Timeline

16
ArborGen Holdings Limited and Subsidiaries Annual Report 2021
The chart below is a simple illustration of the substantial value created by our top MCP products and
varietal products relative to OP products.
ArborGen is also the only global developer and supplier of loblolly varietal products which represent
the pinnacle of genetics value. Beyond the value they create as products themselves, varietals are used
as parents to produce our best-in-class, proprietary OP elite and MCP products – which no competitor
can match.
ArborGen is the clear MCP market leader, responsible for over 85% of all MCP sales in the addressable
market over the past five years. It is the only company with a portfolio of MCP products addressing the
entire US loblolly market and the only provider of MCP-2.0 products in the market. Our MCP pipeline
continues to improve as we integrate new, better MCP parents into our orchards.
“The market size for loblolly pine in the US South is
projected to grow from 800 million to 1 billion seedlings
per year. ArborGen’s share of this market is currently
around 35%. Our share of the addressable loblolly
MCP market is over 80% and in FY21, advanced genetics
(MCP and varietals) comprised 31% of ArborGen’s total
loblolly seedlings sales. Our focus is on growing our
overall market share and increasing the percentage
of MCP seedlings used in forest plantings.”
Substantial Value Created for Our Customers
Bare Land Value $ Per Acre
500
700
900
1,100
1,300
1,500
MCP-2.0MCP-EMCP-SMCP-A
Indicative only – ultimate value accretion is dependent on site location and silviculture regime adopted,
amongst a range of other factors. Bare land value, or BLV, is a specialised Discounted Cash Flow
technique used for timberland investments that calculates the value of bare land in timber production.
OP Ctrl.

17
ArborGen Headquarters
ArborGen Orchard Operations
US-South
Bluff City
FSC
Livingston
Jasper
Selma
Bellamy
Bellville
Ravenel
Orchards
Mitigating the Risk of Adverse Climatic Events
Given the nature of our business, we are subject to climatic events that can adversely impact both
our seed and seedling production, and hence we have a number of initiatives and standard operating
procedures (SOPs) to minimise and mitigate the risks of these events.
With respect to seed production, the most important risk mitigation strategy is to build sufficient
inventory of reserve seed so that we are not completely reliant on seed harvested each year. While we
have several years of OP seed inventory on hand, MCP seed supplies in some of our regions have been
limited to date, due to the eight to ten year interval between planting orchards and the first seed harvest,
and the severe weather events in 2018 which devastated our largest orchard complex. These supply issues,
combined with strong and growing demand for MCP, which requires most of our annual seed harvest to
be used in annual seedling production, have prevented us from reaching our inventory buffer targets.
We are actively working on building our buffer MCP seed inventory to combat the risks of adverse weather
events and biological factors. In this respect, the projected growth in our MCP seed supply (shown on the
chart on page 14) should allow us to reach our minimum target of two-years on hand of seed inventory in
the next three to four years (we have already begun building inventory in Texas and Arkansas).
Beyond building seed inventory, our orchard investments to date have allowed us to further reduce MCP
seed supply risk:
• We have ten geographically dispersed orchards in South Carolina, Georgia, Florida, Alabama, Texas
and Arkansas.
• Investments in orchard capacity made eight to ten years ago are now bearing fruit as the large number
of younger trees in our orchards aged between seven and twelve years (representing about 60% of
our total orchard trees) are now becoming highly productive, and we continue to plant new trees with
improved genetics as older trees are taken out of production.

18
ArborGen Holdings Limited and Subsidiaries Annual Report 2021
With respect to seedling production, seedlings are most vulnerable to mortality in the first four to six
weeks of growth post sowing of seed from extreme weather events (wind storms, hail storms and
flooding). To mitigate losses due to extreme weather, ArborGen has an array of nursery procedures which
we are continuously improving including:
• The use of crop covers and wind fences to protect against wind damage;
• Modifying field topography to maximise drainage and minimise flooding; and
• The use of field glues to minimise seed washing away due to heavy rains immediately after planting.
In addition to standard nursery SOPs, we plant more seedlings than we expect to sell during the initial
sowing period in the event of seedling losses. Last year we also established the option of sowing an
additional crop up to a month after initial sowing through the staging of additional buffer seed at our
nurseries.
Operational Cash Flow Initiatives
We constantly strive to increase the cash generation performance of our business. While the single largest
driver of cash flow improvement comes from converting our customers to higher value genetics, we
continue to implement a range of initiatives designed to supplement that core objective. Over the last
year, these have included:
• The consolidation of certain nursery and orchard roles resulting in annual savings of $0.2 million;
• The elimination of certain R&D roles and work streams reducing R&D spend by approximately $1 million
on an annualised basis (about half of the savings will materialise in the current (FY2022) year);
• An increase in collaboration income and lease income (from leasing part of our greenhouse facilities)
targeted for the current year;
• Improved utilisation of equipment across our nurseries;
• Reductions in discretionary overhead costs and capital expenditure in all the regions in which we
operate; and
• Accessing government funding programmes, where we qualify, to mitigate Covid related disruptions.
Improved Funding Arrangements
As reported in our Interim Review, in November 2020, we successfully renegotiated and extended our
revolving credit facility agreement with Synovus Financial Corporation (Synovus) relating to our $17
million letter of credit (LOC) facility in the US to 31 August 2023 from 31 August 2021. As part of the
amendment to the agreement, Synovus also agreed to:
• Increase the annual 60-day (continuous) pay down maximum borrowing limit to $10 million, up from
$7.5 million previously; and
• Release the final $2 million of restricted cash Synovus previously required as collateral.
The interest rate applicable to the LOC is the 30-day London Inter-bank Offered Rate (LIBOR) base rate
plus 2.75% with a minimum annual rate of 3.5%.
The renegotiated agreement provides us with $4.5 million of additional working capital ‘cushion’, and
is a recognition of strengthened performance and the inherent significant seasonality of the business.

19
Turning to the current FY2022 fiscal year, increased availability of our proprietary MCP seedlings in the
US, improving markets in all regions, and higher demand for our proprietary genetics in the US and Brazil,
create strong tailwinds for fiscal 2022. In light of this, and subject to any uncontrollable factors, we are
targeting US-GAAP EBITDA
4
for the current year ending March 2022 to be in the $13.0 - $14.5 million
range and further reduction in net debt from internal cash generation across the period. This earnings
target represents significant growth on FY2021 which included Covid related government grant income.
United States
With 50% of adults now fully vaccinated and the expectation that 75%-85% will be vaccinated by August
of this year, our operational and sales activities in our largest market will continue to return to normalcy.
Consistent with the US Centre for Disease Control recommendations, we are gradually returning to normal
operations at our production facilities, increasing our face-to-face customer interactions and participation
in industry meetings as they begin to restart. This bodes well for ArborGen’s upcoming sales season which
commences in December 2021. The regulations around H2-B non-immigrant labour visas have also eased,
reducing the risk that this will be a barrier to planting in FY2022.
Moreover, strong underlying demand for solid wood products (particularly softwood products) in the US
is driving an expansion in sawmill capacity in the US South, which in turn will support strong demand for
softwood seedlings in the current period and beyond.
With approximately 180 million units of our total US loblolly sales of 263 million seedling units last year
comprising OP seedlings (approximately 70% of total sales), we are very focused on increasing MCP
production and converting existing customers from OP genetics to MCP genetics to create substantial
value for customer estates, and to drive earnings growth. In this respect, and as noted earlier, this year we
have sown the highest volume of MCP seed in our history (up 30% or 30 million units on last year) for sale
in the current fiscal year ending March 2022.
From a demand standpoint, our larger industrial customers now fully understand the increased value our
advanced genetics offer them in terms of the economic returns delivered to their forest estates and have
stated objectives ranging from 50% to 90% of their estates being planted with MCP genetics over time.
As previously indicated, we are now focused on extending our conversion activities into the large private
landowner segment) which comprises more than 50% of the total US seedling market and approximately
60% of our customer base in seedling unit terms.
Outside of forestry, our somatic embryo capabilities, genomics and tissue culture expertise create a number
of opportunities for us in other crop species. We have already deployed our technology in sugar cane,
developed tissue culture protocols for cannabis and are evaluating other opportunities including coffee and
cocoa production. We are also evaluating opportunities to license elements of our technology platform in
areas that are not competitive with us.
Australia / New Zealand
The underlying demand drivers for forestry in NZ and Australia remain strong. In NZ, demand is being driven
by a combination of “wall of wood” age class re-planting of existing forests established in the late 1980s
to mid-1990s planting boom, as well as new forest establishment driven by government policies to meet
climate commitments, regional development goals, land use change, and increased planting of native species.
We also continue to be focused on growing our NZ horticulture business propagating high-value
horticultural species, leveraging our expertise in tissue culture and nursery production to rapidly produce
elite germplasm plant material for growers. Currently, we are working on a wide variety of crops including
hops, blueberries, rubus and tea.
Immediate Outlook
4. Excluding public company / corporate costs of approximately $1 million

20
ArborGen Holdings Limited and Subsidiaries Annual Report 2021
Brazil
While sales last year were materially affected by the impact of Covid in the region, we are optimistic that
we will see a substantial increase in sales in the current year as evidenced by the fact that orders to date
are nearly 70% higher than they were at this time last year. We believe that increasing softwood product
exports, new pulp mills (recently announced), strong demand for eucalyptus based pulp and charcoal
products, expansion of our sales and marketing efforts and increasing recognition of the value
of our proprietary products will all contribute to these projected sales increases.
We continue to benefit from increased in-house production capacity and lower production costs (and
hence improved gross margins) following the lease of two full-scale nurseries:
• A 15 million eucalyptus nursery in Minas Gerais (the largest charcoal producing state in Brazil) from
Brotale in late 2019; and
• A 15 million eucalyptus nursery in Mato Grosso do Sul in April 2020.
With respect to our superior genetics offering, in October 2020 we announced that ArborGen had entered
into an agreement with Vallourec (one of the leading suppliers of steel in South America, and specialty
steel globally) which gives us exclusive rights to develop and commercialise Vallourec’s genetically
improved eucalyptus clones in Brazil. The partnership will expand the products ArborGen can offer our
customers, as well as allow us to expand into new markets in Brazil. We also have exclusive rights to
commercialise International Paper’s and Gerdau’s eucalyptus clones in Brazil, and continue to develop
our own proprietary eucalyptus clones which we have begun selling in small quantities, with full-scale
commercialisation expected by 2024.
We would like to thank all of our stakeholders for their continued support – it is very much appreciated.
As noted at the outset, we are putting considerable effort into the operational performance and cash
generation of this business. We are committed to delivering increasing value for our shareholders.
Dave Knott Jr Andrew Baum
Chairman Chief Executive Officer

21
Taking Care of
What Matters
Our aim is to care for and protect our natural ecosystem and provide positive benefits for our people
and communities, while delivering robust financial performance and profitability for our shareholders.
We are on a journey to identify ways to measure and monitor our environmental and social impact.
We believe this will help us to improve all aspects of our business and deliver positive benefits for all
our stakeholders.
Environmental
Responsibility
Positive
Social Impact
Strong
Governance

22
ArborGen Holdings Limited and Subsidiaries Annual Report 2021
Environmental
Responsibility
Reducing Greenhouse Gases
Forests have an important role to play in the reduction of greenhouse gas emissions. Trees capture
carbon dioxide, one of the main greenhouse gases, from the atmosphere and store it in trunks, branches,
foliage and roots. Typically, about half a tree’s dry weight is carbon, which can be multiplied roughly by
3.7 to work out how much carbon dioxide the tree has sucked from the atmosphere. ArborGen will sell
over 400 million tree seedlings this year which will re-forest 800,000 acres.
The rate of carbon absorption through forest depends on the speed of the plants’ growth. Pine in
particular, is adept at growing fast and absorbing carbon dioxide while it is still young. In New Zealand
it is estimated that every hectare of exotic pine sequesters more than twice as much carbon as a hectare
of indigenous forest. Forests planted with advanced genetics will sequester substantially more, as these
seedlings are designed to grow faster.
In 2020, our conifer seedlings were planted on approximately 600,000 acres in the US, Brazil,
New Zealand and Australia. The forests that develop from those seedlings will sequester around
64 million tonnes of carbon over their 25 year life. According to the US Environmental Protection
Agency (EPA), those tons of carbon consumption will offset the carbon emissions from all the
cars in Auckland, Los Angeles, New York City, Chicago, Paris and London for a full year.
We plant trees on all acreage feasible around our nurseries to drive carbon capture, reduce soil erosion
and optimise soil conditions.
We estimate that approximately 400 million tons of CO
2
has been absorbed from the atmosphere in
the last 10 years by the trees provided by ArborGen to our customers.




ArborGen Hardwood Seedlings Serve Environmental Needs
Hardwoods, such as oaks, ash and tupelos, are used to reconstitute the native mix of trees found in
bottomlands and other sensitive land areas. They are often used as part of planting programmes for the
protection and renewal of important or damaged areas in projects such as restoring wetlands, reclaiming
lands used for surface mining and conserving wildlife habitat. Over the last five years, across 1,000 square
miles, 30 million of our seedlings, comprising more than 40 different species of hardwoods, have gone
into environmental plantings in the US.
ArborGen Advanced Genetics Products
Absorb More CO
2

Than Traditional OP Seedlings
200
150
100
50
0
Metric tons CO
2
e/acre
MCP-AdvancedMCP-SelectMCP-EliteVarietal
0%
26
26%
29
30%
36
37%
42
43%
OP Seedlings
97

23
Sustainable Operational Practices
We use a portfolio of US EPA registered chemicals including fertilisers, fungicides, insecticides and
herbicides, and follow recommended best practices to minimise the impact on the environment and
safety for all concerned. Integrated Pest Management efforts are used to minimise chemical usage
including monitoring for insects and targeted site specific treatments.
We grow our tree seedlings at a very high density, reducing the acreage required for growing the crop.
Land management practices are employed to minimise runoff and the impact on the local environment.
Our network of nurseries are strategically located to supply landowners in each major growing region,
minimising the transport distance for pick up or delivery of seedlings.
We optimise deliveries through larger loads and pooled orders, to reduce transport emissions and pack
seedlings at maximum density to reduce packaging requirements.
We have large walk-in coolers which allows us to store seedlings until sufficient quantity is available for
a full load going to the customer.
We have a carefully managed water usage policy and use technology and automation to ensure the most
efficient use of water when required for irrigation.
ArborGen is a member of the Forest Landowners Association and the Forest Resources Association,
and a supporter of the American Forest Foundation for family forest owners. Our customers are members
of global, national and regional sustainability and environmental forestry organisations, including the
Sustainable Forestry Initiative and the Forest Stewardship Council.

24
ArborGen Holdings Limited and Subsidiaries Annual Report 2021
Our People
People are the key to our success – our team, our customers and the communities we work in. We support
local and national economies by providing jobs and employment opportunities, as well as giving back
through support of selected causes.
ArborGen’s culture is defined by the questions that we ask ourselves and each other as we work:
Is it fair? Is it right? Does it help our customer? Am I holding myself and others accountable? Have I been
transparent? Is there a better way to perform my task or meet our customer’s needs? Every manager
is expected to lead by example in making sure these elements inform all of our decisions and actions.
These values are complemented by encouraging anyone in the organisation to speak up and address
their concerns and bring forth their ideas for improving the company. This has created a culture that is
transparent, customer focused, action and accountability oriented and committed to success.
We care and support our own people and have an inclusive workforce that recognises the value of
diversity. We strive to recruit, train and maintain a diverse team of individuals and enhance their own
career goals while supporting the company’s mission. We encourage the participation of women and
minorities in the forestry industry. Currently, 57% of our workforce is made of up women, with a total
workforce of 380 full time employees from many different ethnicities.
Health, safety and wellness is our top priority and our aim is to create a culture that keeps our workers
safe and healthy at work, at home and while travelling. Safety is imbued in our corporate culture, and
every manager is accountable for the safety of their team. ArborGen has implemented a comprehensive
safety programme throughout the company. Every facility in the company has a designated safety officer,
and safety committees operate at every level of the company. We use the RAM (Risk Assessment Matrix)
and the SixS programmes to ensure we are continually and consistently addressing safety issues.
We also promote wellbeing and encourage our employees to be physically fit. We do this by offering
fitness goal challenges and offering a wellness benefit to our employees for reduced insurance premiums
once they complete yearly fitness exams.
This is exemplified by our response to the Covid pandemic. As soon as the virus became an issue
we instituted strict Covid protocols at all of our facilities. In the US these protocols required:
• Masking, social distancing and extensive sanitation;
•
Employees not coming to work and quarantining if exposed to someone who was or might be infected; and
• Allowing employees to work from home if job duties permitted.
In the case of the corporate office we defined traffic flows. We dramatically reduced travel to that
necessary to physically transport material or take measurements in the field.
During the cone harvest, lift and pack and MCP bagging seasons we had over a hundred contract
labourers working at our facilities, sometimes in close quarters. We required them to follow the same
protocols as our regular staff. As a result, although some employees contracted the virus outside of
work we did not have a single case of “community spread” in any of our US facilities.
Positive
Social Impact

25
We followed similar practices in Brazil where we had 60-80 employees at each of our two nurseries
throughout the pandemic and again had no cases of community spread in spite of the high levels of
infection in the Brazilian population. In New Zealand and Australia, we complied with all lock-down
and other restrictions and our operations were relatively unaffected.
We have a Code of Conduct that guides the behaviour of all our people and is focused on creating a
rewarding and comfortable work environment that recognises and rewards the efforts of our people.
We have zero tolerance for any harassment or discrimination and we have active ongoing programmes
that address workplace equity, harassment and discrimination in which our employees are engaged.
Employees are encouraged to report violations without reprisal from their superiors or their co-workers.
In FY21, we directly employed 380 people in our business. Additionally, we had contract employees
supporting our operations in our nurseries and orchards. Ethical labour practices are very important to
us and we pay fair wages and salaries. We conduct biennial remuneration reviews to ensure that there is
pay equity at all levels of ArborGen to minimise inadvertent discrimination that may affect retention and
career progression.
EMPLOYEES
380
57%
of our workforce
are female
100%
of our employees
are from local
communities
ZERO
high risk accidents
and fatalities
(in FY21)

26
ArborGen Holdings Limited and Subsidiaries Annual Report 2021
Jude Redington started working for ArborGen (then Tasman Forestry) in New Zealand in 1985, as a Lab
Technician. Her current position includes a number of responsibilities including Lab Services Manager,
Registered Facility Operator for the quarantine facility, HR Manager and Health & Safety Manager. Jude is
also a member of the ArborGen Australasia’s senior management team.
On a normal day, Jude may spend up to 50% of her time in the laboratory, developing stronger, better
plants for both ArborGen and for agricultural customers. One outcome of her team’s work and expertise
can be new varieties, particularly of fruit and berries, being brought to market. Jude loves the challenge
of developing new high value horticulture crops that can add real value to ArborGen and the New Zealand
economy.
Jude Redington
Laboratory Services Manager

27
Like many of the ArborGen team, Gene Bickerstaff has been with the group for many years and holds
down a number of different responsibilities. Gene began his career with ArborGen in the US in 2007 and
was appointed to his most recent role as Western Regional Nursery Lead in February 2021. This sees him
managing five of ArborGen’s nurseries, in Texas and Arkansas, with responsibility for safety, production,
inventory, budgeting, people, and distribution.
In addition to his regional duties, Gene is also the nursery manager at all three Texas nurseries and makes
daily recommendations around crop production, planting, soil moisture, fertility, pest and disease control,
and other production practices.
“We are now starting to see the value that our customers are getting from our advanced genetics
seedlings. I am most excited about the continued growth and deployment of our advanced genetics
offerings, and what this means for the future of ArborGen and the forestry industry.”
Gene Bickerstaff
Western Region Manager, ArborGen U.S.

28
ArborGen Holdings Limited and Subsidiaries Annual Report 2021
Our Customers
We are only successful when our customers are. This drives our focus on creating strong and long term
relationships with our customers by understanding and responding to their needs. We do not just supply
seedlings to them but also the advice and support necessary for a successful reforestation programme.
We provide seedlings to approximately 2,500 customers each year, many of whom have been buying from
us for decades. In each of the areas in which we operate, our customers range from the largest industrial
and financial landowner in the market to small private landowners who only plant occasionally. We have
multi-year contracts with many of our customers that call for them to buy all, or a large portion of their
seedlings from us every year.
Our Communities
We have nurseries, orchards and offices on 35 sites around the world. We are conscious of our role
as a responsible corporate citizen and look to have a positive impact on the people around us.
Each nursery is encouraged to participate and contribute to organisations in their community. For example,
in the US, ArborGen supports the Dorchester Children’s Center, a treatment facility for neglected and
abused children, and animal rescue centres. We are also supporters of Center for Heirs Property, an
organisation that provides economic benefit to underserved landowners through forestry and legal
services in South Carolina. In each US state where we conduct business, we support Log-A-Load, a
charitable arm of the state forestry associations. The contributions are made to the children’s hospital
in that state. We have contributed both money and historic material to the Forest History Society in
North Carolina.

29
“The ArborGen Varietals
I planted have been a
great investment. I’ve
been really pleased with
their growth, and my plan
is to plant more of them.
As a forestry consultant,
I also recommend them
to my customers."

Mitch McElroy
Not only is Mitch McElroy a consulting forester, but he is also a private landowner in Jefferson County,
Florida. Mitch was one of the first landowners to embrace ArborGen’s advanced genetics. As a consulting
forester, he provided a wonderful example of what advanced genetics could do and did it on his own
property. He was able to conduct a commercial thinning on his 50+ acre stand when the trees were eight
years old rather than the standard 10 to 12 years, which means the final harvest can be done at age 23
to 24, rather than 27 years.
Virtually all the trees are sawtimber, one of the most profitable products produced from trees (telephone
poles are the most profitable). To be suitable for sawtimber, trees must be straight with small limbs.
The more sawtimber, the more value there is for the landowner. Advanced genetics provide straighter
trees, with better form and less disease. That's why ArborGen’s advanced genetics are so incredibly
beneficial for landowners.
This planting has been an endorsement for many other landowners to plant advanced genetics and has
greatly helped increase ArborGen’s MCP and Varietal sales.
The Proof is in the Timber

30
ArborGen Holdings Limited and Subsidiaries Annual Report 2021

31
At ArborGen, we are committed to conducting business in the right way, ethically and in line with our
legal and regulatory obligations, to ensure we add long term value to our staff, contractors, shareholders
and other stakeholders.
We report on our corporate governance framework each year in our annual report and key governance
documents are available for viewing on our website.
ArborGen’s Corporate Governance Report for FY21 can be read on pages 68 to 83.
Strong
Governance

32
ArborGen Holdings Limited and Subsidiaries Annual Report 2021
DAVID KNOTT: Appointed 16 December 2011
BA University of Pennsylvania; MBA Wharton School of the University of Pennsylvania
David is the Managing Member of Knott Partners who, with associated entities, is ArborGen’s largest
shareholder. He has served as Chief Investment Manager of Knott Partners since 1987, and prior to this
he was a General Partner and analyst at Mandrakos Associates.
DAVE KNOTT JR: Appointed 24 February 2017
David Knott's alternate, Chairman
BA University of North Carolina at Chapel Hill
Dave is the CEO and Chief Investment Manager and Executive Managing Member of Knott Partners
who, with associated entities, is ArborGen’s largest shareholder. He has served as Co-Chief Investment
Manager of Knott Partners since March 2017. Dave is a board member of DRS Holdings LLC, on the
Advisory Board of The HiGro Group, LLC and the Tenon Clearwood Limited Partnership Advisory Board.
GEORGE ADAMS: Appointed 12 August 2019
Independent Director
FCA (Fellow of the Institute of Chartered Accountants in Ireland), CFInstD (Chartered Fellow of the
Institute of Directors), Diploma in Company Direction, University of Ulster
George, who is based in New Zealand, brings broad industry knowledge to the Board. His previous
management positions include Managing Director of Coca-Cola Amatil in New Zealand, Finance Director
of British Telecom Northern Ireland and Group Finance Director of Molino Beverages based in Dublin.
He is currently a Director of Tegel Group Holdings Limited, Chairman of Cavalier Corporation, Competenz,
Netlogix, Mix Cosmetics and New Zealand Frost Fans Limited. In addition, Mr Adams is the Executive
Chairman and co-founder of Apollo Foods and Insightful Mobility. George also chaired the Independent
Forestry Safety Review in 2014.
THOMAS AVERY: Appointed 18 July 2018
Independent Director
MBA Harvard Business School; BSc Georgia Institute of Technology
Tom has nearly 40 years of investment banking and venture capital experience. He has served on
numerous private company boards throughout his career, advising companies on the successful financing,
planning and execution of growth strategies.
As an investment banker, Tom worked primarily with middle market growth companies in executing
mergers and acquisitions, initial public offerings, and private placements of equity and debt. He served as
a Managing Director at Raymond James & Associates from 2000-2014, which involved the management
of the technology investment banking group and the financial sponsors’ efforts. Prior to that, Tom’s
career saw him act as the head of the investment banking group at Interstate/Johnson-Lane, be a general
partner at Summit Partners and at Noro-Moseley Partners, and work as a Senior Vice President at The
Robinson-Humphrey Company.
He currently has directorships at CRA International Inc, KIPP Metro Atlanta and PowerUP Scholarship,
a non-profit organisation that gives disadvantaged Atlanta youth new opportunities for personal
development.
Our Board

33
OZEY HORTON: Appointed 11 July 2018
Independent Director
MBA Harvard Business School; BSE Duke University
Ozey has extensive experience in global operations, strategic planning, merger and acquisition integration and change
management.
He has been a Director Emeritus of McKinsey & Co., a business consulting organisation, since 2011 when he retired
after nearly 30 years with the firm. At McKinsey, Ozey led various practice areas around the globe, including Pulp,
Paper and Packaging, Industrial, Change Management, Global Operations in Energy and Materials, and Basic Materials.
His McKinsey client service and practice leadership provided for considerable experience working in Europe, South
America, India, and Asia. He is a faculty member for McKinsey’s leadership development program, a Senior Advisor at
McKinsey, and also serves as an independent business advisor.
He currently serves on the Boards of Worthington Industries and Louisiana–Pacific Corp, and the Advisory Board of Al
Dabbagh Group. He also serves on the Board of Spoleto Festival, USA and the Advisory Board of the MUSC Hollings
Cancer Center.
PAUL SMART: Appointed 21 August 2018
Independent Director
BBS, Finance Massey University; Chartered Accountant (CA); Chartered Member Institute of Directors (CMinstD)
Paul brings more than 30 years’ experience as a senior financial executive and professional director in local and
international markets, including listings on the NZX, ASX and NASDAQ.
As an executive, Paul’s key experiences were as CFO of NZ’s largest energy company, Meridian Energy and prior to
that, founding CFO of Sky Television which during his tenure went on to become a top 10 listed company on the NZX.
As a professional director Paul has variously acted as a director, audit and finance chair and board chair for a broad
range of companies including listed, venture capital, high-net-worth family, and large private companies. These roles
have included businesses in the energy, manufacturing, venture capital, transport and tourism and automation sectors
in NZ, USA, Australia, Thailand, India, and Spain. He is currently a non-executive director of MHM Automation, Geo40
and Argus Fire Systems Service.
RANJAN TANDON: Appointed 12 September 2017
Director
MBA Harvard Business School; B Tech Indian Institute of Technology
Ranjan is Founder and Managing Member of Libra Advisors LLC (Libra), which holds a 17.2% interest in ArborGen. Libra
had assets of $2.5 billion and invested in domestic and emerging market equities prior to conversion to a family office
in 2012. He previously served as Sr Management Trainee with DCM in India, CFO of an LBO, InterMarine Incorporated,
Houston and as a VP with Merrill Lynch prior to establishing Libra in 1990.
Ranjan is also a Board Member of the NYU Tandon Engineering School and has endowed Faculty Chairs at the
Harvard Business School and Yale University. He is also a director of a listed Stockholm Company, Vostok Emerging
Finance, which invests in early and growth stage fintech companies across emerging markets. He is also a member of
the Tenon Clearwood Limited Partnership Advisory Board.
Leadership Team
Andrew Baum,
President and CEO
Kathy Parker,
VP Finance & Accounting
Michael Cunningham,
VP Global Product Development
John Pait,
VP Sales & Marketing
Jason Watson,
Sales Manager
Greg Mann,
GM Operations Australasia
Gabriella Bassa,
GM Operations Brazil
Sharon Ludher-Chandra,
Company Secretary and Performance
Improvement Director
Alex Brown,
Chief Financial Officer

Financial Statements35
Notes to the Consolidated Financial Statements39
Independent Auditor’s Report
General Information
65
– Governance68
– Statutory Information79
– Directory84
Financial Statements
FOR THE PERIOD ENDED 31 MARCH 2021

35
Notes
Year ended
March 2021
US$m
Year ended
March 2020
US$m
Revenue2452.756.9
Cost of sales7 (34.5)(37.2)
Gross profit18.219.7
Change in fair value of biological assets11(0.1)(0.6)
Other income0.80.3
Administration expense(16.3)(17.0)
Operating earnings excluding items below2.62.4
Government grants, Inventory adjustment and other72.0(3.9)
Operating profit (loss) before financing expense4.6(1.5)
Financing expense22(2.0)(2.3)
Profit (loss) before taxation2.6(3.8)
Tax benefit80.61.1
Net earnings (loss)3.2(2.7)
Earnings (loss) per share information (cents per share)
Basic 0.6(0.5)
Diluted0.6(0.5)
Weighted average number of shares outstanding (millions of shares)
Basic 499.5497. 8
Diluted502.8497. 8
The accompanying notes form part of, and are to be read in conjunction with, these financial statements.
ArborGen Holdings Limited and Subsidiaries
Consolidated Income Statement
FOR THE YEAR ENDED 31 MARCH 2021
Financial Statements
FOR THE PERIOD ENDED 31 MARCH 2021

36
ArborGen Holdings Limited and Subsidiaries Annual Report 2021
ArborGen Holdings Limited and Subsidiaries
Consolidated Statement of Comprehensive Income
FOR THE YEAR ENDED 31 MARCH 2021
Notes
Year ended
March 2021
US$m
Year ended
March 2020
US$m
Net earnings (loss)3.2(2.7)
Items that may be reclassified to the Consolidated Income Statement:
Movement in currency translation reserve202.2(2.5)
Movement in hedge reserve200.4(0.7)
Other comprehensive earnings (loss) (net of tax)2.6(3.2)
Total comprehensive loss5.8(5.9)
Notes
Year ended
March 2021
US$m
Year ended
March 2020
US$m
Total comprehensive earnings (loss)5.8(5.9)
Movement in ArborGen Holdings shareholders’ equity:
Movement in issued capital190.21.3
Movement in share based payment reserve200.3(1.1)
Total movement in shareholder equity6.3(5.7)
Opening Group equity14 1.91 47.6
Closing Group Equity148.2141.9
The accompanying notes form part of, and are to be read in conjunction with, these financial statements.
ArborGen Holdings Limited and Subsidiaries
Statement in Changes in Equity
FOR THE YEAR ENDED 31 MARCH 2021

37
Notes
Year ended
March 2021
US$m
Year ended
March 2020
US$m
Cash was provided from operating activities
Receipts from customers52.555.7
Government grants received4.6–
Cash provided from operating activities5 7. 155.7
Payments to suppliers, employees and other(47.2)(50.9)
Cash (used in) operating activities(47.2)(50.9)
Net cash from (used in) operating activities9.94.8
Sale of assets–0.1
Investment in fixed assets13(1.0)(5.3)
Investment in intellectual property15(3.7)(4.1)
Net cash from (used in) investing activities(4.7)(9.3)
Debt drawdowns8.525.2
Repayment of lease liabilities(1.3)(12.6)
Debt repayment(12.4)(4.7)
Interest paid(2.0)(2.5)
Net cash from (used in) financing activities(7.2)5.4
Net movement in cash(2.0)0.9
Opening cash, liquid deposits and restricted cash7.97. 2
Effect of exchange rate changes on net cash0.3(0.2)
Closing Cash, Liquid Deposits and Restricted Cash6.27.9
Net earnings 3.2(2.7)
Adjustment for:
Financing expense2.02.5
Depreciation and amortisations710.29.5
Taxation(0.6)(1.1)
Foreign exchange0.4(0.8)
Deferred grant income0.9–
Change in fair value of biological assets0.10.6
Other non cash items0.70.2
Cash flow from operations before net working capital movement16.98.2
Trade and other receivables(1.7)(1.4)
Inventory(5.3)(0.5)
Trade and other payables–(1.5)
Net working capital movement( 7.0)(3.4)
Net cash from operating activities9.94.8
The accompanying notes form part of, and are to be read in conjunction with, these financial statements.
ArborGen Holdings Limited and Subsidiaries
Consolidated Statement of Cash Flows
FOR THE YEAR ENDED 31 MARCH 2021

38
ArborGen Holdings Limited and Subsidiaries Annual Report 2021
ArborGen Holdings Limited and Subsidiaries
Consolidated Balance Sheet
AS AT 31 MARCH 2021
Notes
March 2021
US$m
March 2020
US$m
Current assets
Cash and liquid deposits96.25.9
Trade and other receivables1012.210.5
Inventory1134.529.3
Total current assets52.945.7
Non current assets
Restricted cash9 & 18–2.0
Fixed assets1343.343.5
Right-of-use assets145.85.7
Intellectual property15 & 16101.3103.8
Total non current assets150.4155.0
Total assets203.3200.7
Current liabilities
Trade, other payables and provisions17(13.1)(13.1)
Current lease obligation22(0.8)(1.2)
Current debt18(1.0)(6.3)
Current taxation liability(0.1)–
Deferred grant income7(0.9)–
Total current liabilities(15.9)(20.6)
Term liabilities
Term debt18(32.6)(31.2)
Derivative financial instruments5 & 27(0.3)(0.7)
Lease obligation22(5.1 )(4.5)
Deferred taxation liability12(1.2)(1.8)
Total term liabilities(39.2)(38.2)
Total liabilities(55.1)(58.8)
Net assets148.2141.9
Equity
Share capital19202.5202.3
Reserves20(54.3)(60.4)
Total group equity148.2141.9
Net Asset Backing29US 30 cpsUS 29 cps


Dave Knott Jr Paul Smart
Chairman of the Board Audit Committee Chairman
27 May 2021
Both of the above signatories certifies that these financial statements comply with generally accepted accounting standards and
present a true and fair view of the financial affairs of the ArborGen Holdings Group.
The accompanying notes form part of, and are to be read in conjunction with, these financial statements.

39
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
FOR THE PERIOD ENDED 31 MARCH 2021
1 GENERAL INFORMATION
ArborGen Holdings Limited (ArborGen Holdings) is an international forestry business. ArborGen Holdings, a limited liability company
incorporated and domiciled in New Zealand, is listed on the New Zealand stock exchange. As at 31 March 2021 ArborGen Holdings
had one investment ArborGen Inc (ArborGen Inc) (95% economic interest (with 5% warrants outstanding relating to ArborGen’s
acquisition of Cellfor), and 100% voting interest and ownership of common stock).
On the 30th of September 2019 Rubicon Limited formally changed its name to ArborGen Holdings Limited and also changed its
NZX listing ticker to be ARB on that date. Any historical references to ArborGen Holdings refer also to Rubicon Limited.
2 APPROVAL OF ACCOUNTS
These consolidated financial statements have been prepared on a consolidated Group basis and were approved for issue by the
Board of Directors on 27 May 2021.
3 BASIS OF PRESENTATION
The financial statements presented are those of ArborGen Holdings Limited (the Company) and Subsidiaries (the Group).
Basis of preparation
The Company is a FMC reporting entity for the purposes of the Financial Reporting Act 2013 and Financial Markets Conduct Act 2013.
The presentation currency used in the preparation of these financial statements is United States dollars (US$), rounded to the nearest
hundred thousand dollars.
Statement of compliance
The financial statements have been prepared in accordance with New Zealand International Financial Reporting Standards (NZ IFRS)
and other applicable financial reporting standards. The financial statements are in compliance with International Financial Reporting
Standards (IFRS). The Group has designated itself as a profit-oriented entity for the purposes of compliance with NZ IFRS.
The financial statements have been prepared in accordance with the requirements of the Financial Reporting Act 2013, Financial Markets
Conduct Act 2013 and the Companies Act 1993 and comply with generally accepted accounting practice in New Zealand (NZ GAAP).
Chief operating decision-makers
The 'chief operating decision-makers’ are the Board of Directors who jointly make strategic decisions for ArborGen Holdings.
COVID
The global Covid pandemic materially affected sales in two of the three regions in which we operate – the United States and Brazil.
While in Brazil the impact was experienced through most of the year, in the US it was not until lifting season when the extent of the
impact of Covid became apparent.
Under the various governmental Covid recovery plans ArborGen has received support in the US, New Zealand and Australia. In May
2020 ArborGen Inc received US$2.3 million from the US Small Business Administration (SBA) under the CARES Act Paycheck Protection
Program (PPP). The PPP is a loan scheme designed to provide a direct incentive for businesses with fewer than 500 employees in the
US to keep their workers on the payroll due to the uncertainties caused by Covid. The SBA loans will be forgiven if all employees are kept
on the payroll for eight weeks and the money is used for payroll costs, rent, mortgage interest, or utilities payments over the eight weeks
after receiving the loan. At least 75% of the forgiven amount must have been used for payroll costs which includes employee salaries,
hourly wages, sick or medical leave, and group health insurance premiums.

40
ArborGen Holdings Limited and Subsidiaries Annual Report 2021
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
FOR THE PERIOD ENDED 31 MARCH 2021
In March 2021 ArborGen Inc received a second SBA loan under the PPP of US$2.0 million. The funds have been used to fund payroll
costs including benefits and other business related costs due to the uncertainties caused by Covid. Similar to the previous loan if all
employees are kept on the payroll for eight weeks and at least 60% of the loan is used for payroll related costs plus rent, mortgage
interest, or utilities payments over the eight week period the loan will be forgiven. As with the previous PPP loan this funding will
ensure ArborGen retains all employees and avoid any layoffs during a period of significant uncertainty.
ArborGen applied for forgiveness of this first PPP loan in accordance with the guidelines late last year. While this application is still being
processed, ArborGen believes it has provided the documents necessary to support the full forgiveness of the loan, and accordingly has
recognised this loan as other income. ArborGen believes it has met the requirements for forgiveness on approximately 55% the second
PPP loan and accordingly has recognised $1.1 million of that loan as other income.
In the US the forestry industry is defined as an “essential critical infrastructure workforce” and as such, our operations across all nurseries
and orchards continue to progress with all typical activities continuing as planned, while ensuring compliance with all appropriate state
specific regulations and requirements. Seedling sales decreased by just over 10% to 294 million units in the period, from 333 million
seedling units in the prior period. This reduction year-over-year is largely explained by the Covid pandemic which affected ArborGen
in two key ways:
• Sawmill closures in the early part of calendar year 2020 resulted in delayed log harvesting and, in turn, critical site preparation
activities – both key prerequisites for seedling planting (customers typically clear and prepare land for planting from March through
to October with planting starting in November); and
• Temporary suspension of non-immigrant worker H2-B visas into the US combined with planting crews contracting Covid, led to
planting labour shortages during the critical planting season.
These issues resulted in the write off of $1.5m of seedlings.
To mitigate the impact of Covid related disruptions, ArborGen reduced costs and accessed available government funding programmes,
where we qualified.
4 SIGNIFICANT ACCOUNTING POLICIES
Accounting Policies
All significant accounting policies are set out on the following pages. There have been no changes made to accounting policies during
the year. All mandatory amendments and interpretations have been adopted in the current year. None had a material impact on these
financial statements.
Use of Estimates and Judgement
The preparation of financial statements in conformity with NZ IFRS requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those
estimates. The principal areas of judgement in preparing these financial statements are:
ArborGen cash generating unit impairment (note 16)
The carrying value of investments is assessed at least annually to ensure there is no impairment. Performing these assessments generally
requires management to estimate future cash flows to be generated by the investment, which entails making judgements about the
expected future performance and cash flows of the investment and the appropriate discount rate to apply when valuing future cash
flows. The carrying value of assets acquired are also affected by the estimates and judgements applied to capitalisation of developmental
expenditure and the adopted amortisation policy.

41
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
FOR THE PERIOD ENDED 31 MARCH 2021
Basis of Consolidation
Subsidiaries

Subsidiaries are entities that are controlled, either directly or indirectly, by the Company. Control exists when the Parent has the power,
directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control,
potential voting rights that presently are exercisable or convertible are taken into account. The financial statements of subsidiaries are
included in the consolidated financial statements from the date that control commences until the date that control ceases. ArborGen

is a subsidiary of ArborGen Holdings Limited.
Transactions and balances between subsidiaries or between the Parent and subsidiaries are eliminated on consolidation.
Functional Currency
Foreign operations
Items included in the financial statements of each entity in the Group are measured using the currency that best reflects the economic
substance of the underlying events and circumstances relevant to that entity (the functional currency). The consolidated financial statements
are presented in US$ (the presentation currency).
The assets and liabilities of all of the Group companies that have a functional currency that differs from the presentation currency, including
goodwill and fair value adjustments arising on consolidation, are translated to the presentation currency at foreign exchange rates ruling at
balance date. All exchange differences arising from the translation of foreign operations are recognised in the foreign currency translation
reserve.
Transactions
Transactions in currencies other than the functional currency are translated at the foreign exchange rate ruling at the date of the transaction.
Monetary assets and liabilities denominated in currencies other than the functional currency at balance date are translated to the functional
currency at the foreign exchange rate ruling at that date, with foreign exchange differences arising on translation being recognised in the
income statement. Non-monetary assets and liabilities that are measured in terms of historical cost in a currency other than the functional
currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities that are stated at fair value
in a currency other than the functional currency are translated using the exchange rate ruling at the date the fair value was determined.
Valuation of Assets
Land, buildings, plant and equipment
Land, buildings, plant and equipment are stated at historical cost less accumulated depreciation and impairment. Land is not depreciated.
Depreciation on other fixed assets is calculated using the straight-line method. Expected useful lives are:
Buildings 25 to 40 years
Plant and equipment 3 to 15 years
Inventory
Trading inventory, raw materials and work in progress are valued at the lower of cost or net realisable value. Cost includes direct costs and
overheads at normal operating levels and excludes borrowing costs. Net realisable value is the estimated selling price in the ordinary course
of business, less applicable variable selling costs.
Biological assets (such as seedlings or treestocks) are measured at the end of each reporting period at their fair value less costs to sell. Fair
value is the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date.

42
ArborGen Holdings Limited and Subsidiaries Annual Report 2021
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
FOR THE PERIOD ENDED 31 MARCH 2021
Intellectual property
Intellectual property is amortised over the useful life of the assets. Intellectual property relates primarily to output from ArborGen Inc’s
research and development activities and is reviewed at least annually for impairment, and otherwise is amortised (on average) over 20 years.
The useful life is reviewed each balance date and adjusted if appropriate.
Trade and other receivables
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method,
less any provision for expected credit losses.
The Company applies the simplified approach to measuring expected credit losses which uses a lifetime expected credit loss allowance for
all trade receivables as they all display the same risk profile. The measurement of expected credit losses is a function of the probability of
default, loss given default and the exposure at default. The Company considers an event of default as occurring when information obtained
(internally and externally) indicates a debtor is unlikely to pay its creditors including the Company. The assessment of the probability of
default and loss given default is based on historical data adjusted by forward looking information relating to the debtor and general economic
conditions of the debtors. As for the exposure at default, this is represented by the assets’ gross carrying amount at the reporting date.
Cash and cash equivalents
Cash and cash equivalents comprises cash balances and call deposits. Bank overdrafts that are repayable on demand and form an
integral part of the Group’s cash management are included as a component of cash and cash equivalents for the purpose of the statement
of cash flows.
Assets held for sale and discontinued operations
Assets held for sale are assets whose carrying value will be recovered principally through sale rather than through continuing use. Assets held
for sale are stated at the lower of their carrying amount and fair value less costs to sell and are not depreciated or amortised while they are
classified as held for sale.
A discontinued operation is a component of the Group’s business that represents a separate major line of business. Classification as

a discontinued operation occurs upon disposal or when the operation meets the criteria to be classified as held for sale, if earlier.
Impairment
The carrying amounts of the Group’s assets are reviewed regularly, including at each reporting date, to determine whether there is any
indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated and whenever the carrying amount of an
asset or its cash-generating unit exceeds its recoverable amount, an impairment loss is recognised. Impairment losses are recognised in the
income statement.
Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated
to cash-generating units, and then to reduce the carrying amount of other assets in the cash-generating unit on a pro-rata basis.
The recoverable amount of non-financial assets is the greater of their fair value less costs to sell or value in use. In assessing value in use,
the estimated future cash flows are discounted to their present value using a post-tax discount rate that reflects current market assessments
of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash flows, the
recoverable amount is determined for the cash-generating unit to which the asset belongs. With the exception of goodwill, an impairment
loss is reversed if there has been a change in the estimates used to determine the recoverable amount.
An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have
been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

43
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
FOR THE PERIOD ENDED 31 MARCH 2021
Valuation of Liabilities
Trade and other payables
Trade and other payables are stated at amortised cost.
Provisions
A provision is recognised in the balance sheet when the Group has a present legal or constructive obligation as a result of a past event, and
it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are measured at the Group’s best
estimate of the expenditure required to settle the present obligation. Provisions are determined by discounting the expected future cash
flows at a rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.
Interest-bearing borrowings
Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition,
borrowings are stated at amortised cost with any difference between cost and redemption value being recognised in the income statement
over the period of the borrowings on an effective interest rate basis.
Deferred income tax
Deferred income tax is provided in full, using the balance sheet method, on temporary differences arising between the tax bases of assets
and liabilities and their carrying amounts in the consolidated financial statements. The deferred income tax is not accounted for if it arises
from initial recognition of an asset or liability in a transaction, other than a business combination, that at the time of the transaction affects
neither accounting, nor taxable, profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or
substantively enacted by the balance date and are expected to apply when the related deferred income tax asset is realised or the deferred
income tax liability is settled. The measurement of deferred taxation assets and liabilities reflects the tax consequences that would follow
from the manner that the Group expects, at balance date, to recover or settle the carrying amount of its assets and liabilities. Deferred
income tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary
differences can be utilised.
Hedge accounting
The Group designates certain derivatives as hedging instruments in respect of cash flow hedges. Interest Rate swaps hedging interest rate
exposure on issued debt are accounted for as cash flow hedges.
At the inception of the hedge relationship, the Group documents the relationship between the hedging instrument and the hedged item,
along with its risk management objectives and its strategy for undertaking various hedge transactions. Furthermore, at the inception of
the hedge and on an ongoing basis, the Group documents whether the hedging instrument is effective in offsetting changes in fair values
or cash flows of the hedged item attributable to the hedged risk, which is when the hedging relationship meets all of the following hedge
effectiveness requirements:
- there is an economic relationship between the hedged item and the hedging instrument;
- the effect of credit risk does not dominate the value changes that result from that economic relationship; and
- the Group applies a hedge ratio of 1 : 1.

The effective portion of changes in the fair value of derivatives and other qualifying hedging instruments that are designated and qualify as
cash flow hedges is recognised in other comprehensive income and accumulated under the heading of cash flow hedging reserve, limited
to the cumulative change in fair value of the hedged item from inception of the hedge. The gain or loss relating to the ineffective portion is
recognised immediately in profit or loss, and is included in the ‘other gains and losses’ line item. The Group discontinues hedge accounting
only when the hedging relationship (or a part thereof) ceases to meet the qualifying criteria (after rebalancing, if applicable). This includes
instances when the hedging instrument expires or is sold, terminated or exercised. The discontinuation is accounted for prospectively. Any
gain or loss recognised in other comprehensive income and accumulated in cash flow hedge reserve at that time remains in equity and is
reclassified to profit or loss when the forecast transaction occurs. When a forecast transaction is no longer expected to occur, the gain or loss
accumulated in the cash flow hedge reserve is reclassified immediately to profit or loss.

44
ArborGen Holdings Limited and Subsidiaries Annual Report 2021
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
FOR THE PERIOD ENDED 31 MARCH 2021
Items carried at fair value
The items which are carried at fair value include derivative financial instruments. These items are classified into the following levels in the fair
value measurement hierarchy:
Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 – inputs other than quoted prices included within level 1 that are observable for the asset or liability either directly

(i.e. as prices) or indirectly (i.e. derived from prices); and
Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).
Income Determination
Revenue recognition
Revenue is measured based on consideration specified in a contract with a customer and is recognised when control over a good or service
transfers to a customer. Revenue excludes amounts collected on behalf of third parties and is net of any value added tax, rebates, returns and
discounts, and after eliminating sales within the Group.
The Group’s revenues are earned from the sale of seedlings or treestocks and logistics services to some customers. Seedling or Treestock
revenue is recognised, either when the goods are dispatched or when goods have reached their destination, depending on the terms and
agreements with customers and when documentary evidence supports the customer taking ownership and control of the product. Logistics
and other services revenue is recognised over the period the service is provided.
Goods sold
Revenue from the sale of goods is recognised in the income statement when control over a good or service transfers to a customer.
Products are generally sold with volume discounts and customers have a right to return faulty product. Sales are recorded based on the price
negotiated with the customer, net of estimated volume discounts and returns. Historical experience is used to estimate the level of returns
likely and volume rebates are calculated on a preset formula.
Government grants
Government grants are not recognised until there is reasonable assurance that the grants will be received and that the Group will comply
with the conditions attaching to them. Government grants are recognised in the income statement on a systematic basis over the periods
in which the Group recognises as an expense the related costs for which the grants are intended to compensate. Government grants are
disclosed further in note 7.
Investment income
Interest income is recognised in the income statement as it accrues, using the effective interest method.
Finance expense
Finance expenses comprise interest payable on borrowings calculated using the effective interest rate method.

45
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
FOR THE PERIOD ENDED 31 MARCH 2021
Leases
The Group assesses whether a contract is or contains a lease, at inception of the contract. The Group recognises a ROU asset and a
corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases and leases of low
value assets. For these leases, the Group recognises the lease payments as an operating expense on a straight-line basis over the lease term
unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted
by using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental borrowing rate.
Lease payments included in the measurement of the lease liability comprise:
- Fixed lease payments (including in-substance fixed payments), less any lease incentives receivable;
- Variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date;
- The amount expected to be payable by the lessee under residual value guarantees;
- The exercise price of purchase options, if the lessee is reasonably certain to exercise the options; and
- Payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease.

The lease liability is presented as a separate line in the consolidated statement of financial position.
The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective
interest method) and by reducing the carrying amount to reflect the lease payments made.
The Group remeasures the lease liability (and makes a corresponding adjustment to the related ROU asset) whenever:
- The lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment
of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using
a revised discount rate.
- The lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value,
in which cases the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate (unless
the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used
).
- A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is
remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate
at the effective date of the modification.
The Group did not make any such adjustments during the periods presented.
The ROU assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement
day, less any lease incentives received and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and
impairment losses.
ROU assets are depreciated over the shorter period of lease term and useful life of the underlying asset. The estimated useful lives of ROU
assets are determined on the same basis as similar owned assets within fixed assets. If a lease transfers ownership of the underlying asset

or the cost of the right-of-use asset reflects that the Group expects to exercise a purchase option, the related right-of-use asset is depreciated
over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease.
The ROU assets are presented as a separate line in the consolidated statement of financial position.
The Group applies IAS 36 to determine whether a ROU asset is impaired and accounts for any identified impairment loss as described in the
‘Property, Plant and Equipment’ policy.
Variable rents that do not depend on an index or rate are not included in the measurement the lease liability and the ROU asset. The related
payments are recognised as an expense in the period in which the event or condition that triggers those payments occurs.

46
ArborGen Holdings Limited and Subsidiaries Annual Report 2021
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
FOR THE PERIOD ENDED 31 MARCH 2021
Research and development costs
All research costs are recognised as an expense when incurred. When a project reaches the stage where it is reasonably certain that further
expenditure can be recovered through the processes or products produced, development expenditure is recognised as a development asset
under intellectual property. The asset is amortised from the commencement of commercial production of the product to which it relates,
over the period of expected benefit.
Income tax
Income tax on the profit or loss for the year comprises current and deferred tax. Income tax is recognised in the income statement except
to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantially enacted at balance date,
and any adjustment to tax payable in respect of previous years.
Employee Benefits
Share-based payments
The grant-date fair value of equity-settled share-based payment arrangements granted to employees is generally recognised as an expense,
with a corresponding increase in equity, over the vesting period of the awards.
Segmental reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-makers. The
Group has one reportable segment, being forestry genetics. The Group’s geographical segments are based on both the location of customers
and primary location of assets (refer to note 24 segmental information summary).
Goods and Services Tax (GST)
The income statement, statement of comprehensive income and statement of cash flow have been presented exclusive of GST. All items
in the balance sheet are stated net of GST, except for receivables and payables, which include GST invoiced.
Comparatives
Changes in prior year disclosure comparatives have been made to align with the current year presentation.
Future NZ IFRS pronouncements
Standards or interpretations issued but not yet effective and relevant to the Group
The International Accounting Standards Board has issued a number of standards, amendments and interpretations which are not yet
effective and which may have an impact on the Group’s financial statements, none of these have been early adopted. The Group expects
to adopt these standards when they become mandatory. None are expected to materially impact the Group's financial statements although
may result in changes in disclosure.
5 FINANCIAL RISKS
This note presents information about the Group's potential exposure to financial risks that the Group has identified; the Group’s objectives,
policies and processes for managing those risks; the estimation of fair values of financial instruments; and the Group's management of
capital. Quantitative disclosures of some of the key financial risks are made below.
5.1 Foreign exchange risk
Both ArborGen Holdings and ArborGen Inc are US functional currency, operating in three geographies – the United States, Brazil and
Australasia. Generally, there are limited cash flows between Australasia and the US, and the foreign exchange risk in Australasia is limited
to the translation effect on its net earnings and balance sheet from movements in the USD against the NZD and AUD. Similarly, the Brazil
operations are to a large degree internally self-sufficient from a funding perspective, which limits the effect of relative currency movements
to the net earnings and balance sheet translation impacts.

47
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
FOR THE PERIOD ENDED 31 MARCH 2021
5.2 Credit risk
The Group is at risk of customer default on payment for treestocks at the conclusion of a growing season. This risk is mitigated by dealing
with a wide-range of customers in multiple markets and by securing up-front deposits from selected customers for the treestocks it grows
each year. The nature of nursery activity is such that its customers tend to require yearly repeat business, and historically customer payment
defaults have not been material to the business. However, in the US market (the Group’s largest market), as treestock orders are not
considered to be unconditional until late in the season each year, there remains the risk that orders cancelled prior to collection may not be
able to be sold to other customers during the remaining season. In addition there is the risk of non-payment of further lease obligations by

a tenant, over and above an initial bond paid (refer to note 28 contingent liabilities). We will enforce our rights under the lease agreement,
and are exploring alternative lease arrangements.
5.3 Liquidity risk
The Group has four banking facilities (in total $40 million (2020: $40 million)) three are with two banks in the United States; a $10.0 million
reducing loan (2020: $10.5 million) which matures in May 2036, a $17 million revolver which expires in August 2023 (2020: $17 million) and
a $10.9 million seven year mortgage (2020: $11.3 million), and a NZ$2 million line of credit with a New Zealand bank. In addition to these
bank facilities the Group has a $2.88 million Note issued to related parties (2020: $2.88 million). These facilities are used to fund the Group’s
working capital and capital expenditure needs. If any of these facilities were not to be renewed then the Group may need to obtain similar
facilities from other banks, or an equivalent amount of funding may need to be provided through a capital raising event.
Liquidity risk management requires the maintenance of available cash combined with the availability of funding to meet the Company’s
needs as they develop. Forecasts are prepared of cash requirements to ensure there are financial resources in place to meet its day-to-day
operating and investment needs. The Group believes it has sufficient resources to meet its funding needs through to 31 May 2022.
5.4 Interest rate risk
The Group’s has facilities that are either fixed or floating depending on their nature and use. Fixed interest rate facilities include; the $10.0
million reducing loan facility, the $10.9 million mortgage facility fixed via an interest rate swap and $2.88 million Note. Floating rate facilities
are the US revolver facility and the New Zealand Line of Credit (when drawn).
Interest rate swap contracts
Under interest rate swap contracts, the Group agrees to exchange the difference between fixed and floating rate interest amounts calculated
on agreed notional principal amounts. Such contracts enable the Group to mitigate the risk of changing interest rates on the fair value of
issued fixed rate debt held and the cash flow exposures on the issued variable rate debt held. The fair value of interest rate swaps at the
reporting date is determined by discounting the future cash flows using the curves at the reporting date and the credit risk inherent in the
contract, and is disclosed below. The average interest rate is based on the outstanding balances at the end of the financial year.
The Group adopts a policy of ensuring that between 50% and 80% of its interest rate risk exposure is at a fixed rate. This is achieved partly
by entering into fixed-rate instruments and partly by borrowing at a floating rate and using interest rate swaps as hedges of the variability in
cash flows attributable to movements in interest rates. The Group applies a hedge ratio of 1:1.
The Group determines the existence of an economic relationship between the hedging instrument and hedged item based on the reference
interest rates, tenors, repricing dates and maturities and the notional or par amounts. The Group assesses whether the derivative designated
in each hedging relationship is expected to be effective in offsetting changes in cash flows of the hedged item using the hypothetical
derivative method.
As at 31 March 2021, the Group had one interest rate swap totalling $10.9 million (2020: $11.3 million), covering the US head office property
mortgage facility. The swap, entered into in August 2019 and expires in August 2026, receives a floating rate of 2% above 30-day LIBOR
and pays a fixed interest rate of 3.52%. This swap is designated a cash flow hedge, is fully effective with the counterparty being Synovus the
issuing bank.
5.5 Capital risk
ArborGen Holdings capital includes share capital, reserves and retained earnings, and ArborGen Holdings manages capital in such a manner
as to maintain stakeholder confidence and safeguard ArborGen Holdings’ ability to continue as a going concern, whilst also maximising
the return for shareholders and sustaining resources for the future development of the business. In order to maintain or adjust the capital
structure ArborGen Holdings may, pay dividends or return capital, or issue new shares or sell assets.

48
ArborGen Holdings Limited and Subsidiaries Annual Report 2021
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
FOR THE PERIOD ENDED 31 MARCH 2021
6 REPORTING CURRENCY
The Group reports in United States dollars (US$), consequently all financial numbers are in US$ unless otherwise stated.
7 OPERATING EXPENSES INCLUDE
Refer to Note
Year ended
March 2021
US$m
Year ended
March 2020
US$m
Depreciation and amortisations included in:
Cost of sales expense (2.7) (2.5)
Administration expense: intellectual property
15
(6.2)(5.9)
Administration expense: General & Administration(1.3)(1.1)
Total depreciation and amortisations(10.2) (9.5)
Cost of inventory expensed in cost of sales (34.5) (37.2)
Employee related expenses (excluding restructuring and transaction-related expenses)(17.3)(17.3)
Government grant income
(1)
3.7–
Seedling write off and Covid related costs
(2)
(1.7)–
Seedling mortality customer assistance
(3)
–(1.0)
Inventory cost adjustment
(4)
–(2.3)
Varietal inventory cost adjustment
(5)
–(0.4)
Transaction-related expenses incurred by ArborGen Inc in relation to the acquisition
by ArborGen Holdings
(6)

–

(0.2)
Government grants, Inventory adjustment and other2.0(3.9)
(1) During the period ArborGen Inc received $4.6 million of assistance in the form of Government support grants in US, Australia
and NZ, under the various Covid support programmes. As a result of receiving these grants ArborGen was able to retain all staff
and continue to operate in the challenging environment. Of that cash received $3.7 million has been deemed to either meet the
threshold for forgiveness under the US CARES Act Paycheck Protection Program (PPP) or is a grant. The remaining $0.9 million is
recorded as a deferred grant income in the balance sheet and should meet the threshold for forgiveness in the 2022 financial year
(refer to note 3).
(2) The Group incurred significant costs directly related to the Covid pandemic, primarily due to cancellation of ordered seedlings in
the US, where sawmill closures in the early part of calendar year 2020 delayed harvesting which flowed on to delay site preparation
activities. Compounding these issues was the temporary suspension of non-immigrant worker H2-B visas into the US, which
combined with planting crews contracting Covid, led to planting labour shortages during the critical planting season. Sales orders
cancelled due to the Covid pandemic left ArborGen with 25 million seedlings that had to be destroyed, resulting in a seedling write
off of $1.5 million.
(3) The extremely unusual and widespread seedling survival issues occurring throughout the US South-eastern region, affected the
survival of some of the 2019 year’s seedlings, including across some of our customer sites. While we didn’t believe this mortality
issue could be attributed to our seedling quality, the industry agreed to share the cost of this loss, and accordingly we recorded
$1 million as an expense in the 2020 fiscal year to assist customers to replace lost seedlings.
(4) A series of extreme weather events had the effect of lowering seed production volumes (yield) for the 2018/2019 seed harvest.
This lower yield resulted in an abnormally high average cost per pound of seed produced. This adjustment returned the seed costs
to a normal production cost, or standard cost, per seed.
(5) In the previous period circa one million of bareroot varietal seedlings, for sale in fiscal year 2021, were lost and this varietal inventory
cost adjustment recognises the write-down from those losses.
(6) The transaction related cost of $0.2 million in the prior period, is the final expense under the ArborGen retention plan put in place
when ArborGen was acquired in June 2017.

49
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
FOR THE PERIOD ENDED 31 MARCH 2021
Expenses incurred also includes payments made and accrued for:
- Directors fees for Non-executive Directors of ArborGen Holdings for the current period of $232,881 (paid in NZ$341,000) (2020:
$265,939 (paid in NZ$413,105)). In addition Non-executive Directors participate in Directors share plans, $148,496 was accrued in
relation to these share plans (NZ$224,017) (2020: $235,369 (NZ$364,379)). In September 2020, 829,016 shares vested to Directors
under the plans together with cash tax payments of $38,971 (NZ$57,573) (refer to notes 19, 20 and 25).
- The statutory audit of the annual financial statements in the current period; for ArborGen Holdings NZ$104,000 (2020: NZ$99,000)
and ArborGen $190,000 (Deloitte) (2020: $180,000).
- Other services provided by the auditors for ArborGen Holdings in the current period were less than NZ$10,000 (2020: NZ$20,500),
which include attendance at the annual meetings and procedures relating to the interim financial statements.
- Refer to Reporting and Disclosure and Auditors in the Corporate Governance section of the Annual Report for commentary on the
Audit Committee process in managing the relationship with the Auditor and confirming their independence.
8 INCOME TAX EXPENSE
Year ended
March 2021
US$m
Year ended
March 2020
US$m
Earnings (loss) before taxation 2.6 (3.8)
Taxation at 28%(0.7)1.1
Adjusted for:
Change in deferred tax liability 0.61.1
Net taxation losses not recognised(0.2)(1.8)
Recognition of previously unrecognised benefits
(1)
0.90.7
Taxation (expense) / benefit0.61.1
(1) Reflects the utilisation of previously unrecognised tax losses.
9 CASH, LIQUID DEPOSITS AND RESTRICTED CASH
At 31 March the Group held total cash, liquid deposits and restricted cash of $6.2 million (2020: $7.9 million) comprising cash held by:
ArborGen $6.2 million (2020: $5.2 million) and no restricted cash on deposit with Synovus to secure the ArborGen debt facility
(2020: $2.0 million) (refer to note 18).
10 TRADE AND OTHER RECEIVABLES
March 2021
US$m
March 2020
US$m
Trade debtors 10.3 8.2
Prepayments1.8 1.9
Other receivables0.1 0.4
Trade and other receivables12.210.5

50
ArborGen Holdings Limited and Subsidiaries Annual Report 2021
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
FOR THE PERIOD ENDED 31 MARCH 2021
11 INVENTORY
March 2021
US$m
March 2020
US$m
Finished goods - seedlings1.4 0.7
Work in progress - seedlings
(1) (4)
8.27. 3
Finished goods - seed16.013.4
Work in progress - seed
(2)
8.17.0
Fair value on biological assets
(3) (4)
0.80.9
Inventory34.529.3
(1) Work in progress - seedlings, is principally growing seedling crop.
(2) Work in progress - seed, is principally harvesting seed to be sown as a future crop.
(3) Fair value adjustment on biological assets reflects the change in fair value less costs to sell biological assets (seedlings) as at
balance date.
(4) Seedlings in progress are treated as biological assets for financial reporting purposes and are recognised at fair value less costs to
sell, $9 million (2020: $8.2 million). Biological assets will be transferred to finished goods seedlings at lifting, for dispatch to customers
and sale.
Fair value adjustment on biological assets
March 2021
US$m
March 2020
US$m
Opening balance0.9 1.5
Change in fair value of biological assets recognised in income statement
Fair value change for crop to be lifted in the coming period0.80.9
Reversal of prior period fair value change(0.9)(1.5)
Change in fair value of biological assets recognised in income statement(0.1)(0.6)
Closing fair value uplift biological assets0.80.9
At both 31 March 2021 and 31 March 2020, only the Australasian crops are established and fair valued. The Australasian crops are primarily
lifted from late May through until September of each year.
12 TAXATION
Deferred taxation (liability)
Refer to Note
March 2021
US$m
March 2020
US$m
Opening provision for deferred taxation(1.8)(2.9)
Taxation (expense) / benefit in the income statement80.61.1
Deferred taxation (liability) (1.2) (1.8)
In June 2017 when ArborGen Inc. became a consolidated subsidiary of the Company, a deferred tax liability was recognised on the
intellectual property asset as a result of the fair value exercise undertaken for the acquired assets and liabilities. The current year balance
is $1.0 million (2020: $1.8 million).
NZ IFRS only allows the recognition of taxation assets when utilisation is considered probable, which is subject to the future earnings
of the Group and on meeting shareholder continuity and loss carry forward expiry dates. The Group had taxation losses (gross after
valuation adjustments) at 31 March 2021 of $89.1 million, predominately in the United States (2020: $84.0 million). The Group has
unrecognised tax losses in New Zealand of $35.3 million (2020: $31.9 million) after the utilisation of $1.7 million and $53.8 million in the
US (2020: $52.1 million) after the utilisation of $1.8 million. The Group's unrecognised US losses will be utilised against future earnings.
At acquisition (June 2017), ArborGen Inc had pre-acquisition losses of $26.9 million, that can be utilised at $1.4 million per annum.
ArborGen Holdings also has imputation credits available to its shareholders of $2.8 million (2020: $2.4 million).

51
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
FOR THE PERIOD ENDED 31 MARCH 2021
13 FIXED ASSETS
March 2021
US$m
March 2020
US$m
Cost
Land16.0 15.3
Buildings25.724.7
Plant and equipment 6.5 6.3
Total cost48.246.3
Accumulated depreciation
Buildings (3.2) (2.0)
Plant and equipment(1.7)(0.8)
Total accumulated depreciation (4.9) (2.8)
Net book value
Land16.015.3
Buildings22.522.7
Plant and equipment4.85.5
Fixed assets net book value43.343.5
Domicile of fixed assets
Australasia10.18.7
United States33.234.8
Fixed assets net book value43.343.5
Fixed assets net book value
Land
US$m
Buildings
US$m
Plant and
equipment
US$m
Finance lease
assets
US$m
To t a l
US$m
31 March 2020
Opening net book value 15.3 9.9 6.011.5 42.7
Transfer of right-of-use assets–––(11.5)(11.5)
Exchange differences(0.6)(0.3)(0.5)–(1.4)
Additions–4.31.0–5.3
Transfer of leased assets
(1)
0.69.7––10.3
Disposition of TCLP operations–– (0.1) – (0.1)
Depreciation charge–(0.9)(0.9)–(1.8)
Fixed assets net book value as at 31 March 2020 15.3 22.7 5.5 –43.5
31 March 2021
Opening net book value 15.3 22.7 5.5–43.5
Exchange differences0.70.40.5–1.6
Additions–0.60.4–1.0
Depreciation charge–(1.2)(1.6)–(2.8)
Fixed assets net book value as at 31 March 202116.0 22.5 4.8 –43.3
(1) In August 2019 the Group acquired the ArborGen US headquarters' premises in Ridgeville South Carolina, for $14.5 million (including
costs of $0.1 million). Prior to acquisition these premises were recognised on the Group balance sheet as a finance lease asset and as
a lease obligation. The value of the leased asset transferred at acquisition was $10.3 million (refer to note 14).

52
ArborGen Holdings Limited and Subsidiaries Annual Report 2021
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
FOR THE PERIOD ENDED 31 MARCH 2021
14 RIGHT-OF-USE ASSETS
Right-of-use assets net book value
Land and
Buildings
US$m
Plant and
Equipment
US$m

To t a l
US$m
31 March 2020
Opening net book value–– –
Transfer from finance lease assets10.70.811.5
Assets recognised under IFRS 16
(1)
4.01.45.4
Additions0.20.60.8
Other transfers
(2)
(10.3)–(10.3)
Depreciation charge(0.4)(1.3)(1.7)
Right-of-use assets net book value as at 31 March 20204.2 1.5 5.7
31 March 2021
Opening net book value4.21.55.7
Exchange differences 0.1– 0.1
Additions0.50.51.0
Depreciation charge(0.5)(0.5)(1.0)
Right-of-use assets net book value as at 31 March 20214.3 1.5 5.8
(1) This is initial recognition of the right-of-use assets existing at 1 April 2019 representing assets held under operating leases.
(2) In August 2019 the Group acquired the ArborGen US headquarters' premises in Ridgeville South Carolina, for $14.5 million. Prior
to acquisition these premises were recognised on the Group balance sheet as a finance lease asset of $10.3 million and as a lease
obligation totalling $11.1 million (refer to note 13).
15 INTELLECTUAL PROPERTY
Refer to Note
March 2021
US$m
March 2020
US$m
Opening balance 103.8 105.6
Capitalisation during period3.74.1
Amortisation during period
7
(6.2) (5.9)
Intellectual property 101.3 103.8
16 ARBORGEN INVESTMENT AND IMPAIRMENT
We regularly review the carrying value of the ArborGen cash generating unit to determine whether there has been a subsequent
change in circumstances or conditions that requires an impairment to be taken through earnings. Our impairment review is
undertaken on a ‘Value-in-use’ (VIU) basis, which is the estimated value to be derived from our continued ownership and operation
of the ArborGen business.
In the prior year (fiscal year ending March 2020), our approach was to utilise a set of cash flow assumptions that had already
been sensitised for more conservative outcomes, particularly in the largest and most material market for ArborGen – the US, for
impairment testing purposes (the 2020 Case). We have applied the same approach this year with our 2021 Case.
Consistent with the approach taken in the prior year, our impairment analysis utilises a 10-year plus terminal DCF valuation model.
We use a 10-year period rather than a shorter time period because ArborGen’s advanced genetic products in the US market (the
largest and most material market) are in the earlier stages of supply availability and adoption, and hence this period of time is
deemed appropriate to adequately capture the scale-up of advanced genetics supply and adoption in the US. The same holds true
for ArborGen’s Brazil position where projected growth in advanced genetics sales, market share expansion and continued recovery
in the forestry sector from its current depressed state, necessitate the use of a 10-year model. We use a DCF methodology because
ArborGen’s advanced products adoption profile does not lend itself to the application of short-term market multiple metrics to
determine valuation, given the relatively early-stage of ArborGen’s revenue, earnings and cash profile. With time these metrics will
become directly applicable, but for now the Board believes a 10-year DCF approach is the most appropriate to use to assess impairment.

53
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
FOR THE PERIOD ENDED 31 MARCH 2021
Our DCF impairment model values only the projected cash flows from the existing core markets (i.e. Australia, New Zealand, United
States and Brazil), with growth market opportunities outside of the core excluded from the analysis. Separate demand projections are
determined for each geography and end-use market. The total addressable seedling market for each geography is then estimated,
as is seedling type, production technology employed, production cost and sales price.
To highlight the assumptions that have been utilised to derive the 2021 Case cash flows, the model assumes -
- Minimal organic growth in ArborGen’s US loblolly market share outside of recent acquisitive growth – i.e. the growth that is
assumed is derived primarily from recent acquisition activity already undertaken and in place – i.e. the Jasper nursery in Texas,
and the Taylor nursery in Edgefield, South Carolina;
- Modest recovery in the overall US loblolly market consistent with projections from Forest Economic Advisers (FEA) driven primarily
by projected growth in saw timber demand in the US South, and recovery from depressed Covid-19 seedling demand levels in
2020-2021;
- Minimal ‘real’ price increases in individual US seedling products despite the projected recovery in US saw timber prices supported
by continued projected growth in US South sawmill capacity and saw timber demand, and continued R&D investment;
- Increasing overall OP and MCP weighted average prices reflecting an increasing proportion of higher value sub-category product
sales (e.g. MCP-elite and MCP-2.0) over the next 10 years;
- That in the terminal year ArborGen’s total advanced genetics seedlings sales in the US represent 61% (primarily mass control
pollinated (MCP) adoption) of its total US loblolly sales. This adoption rate is significantly lower than ArborGen’s projected US MCP
seed supply as younger seed orchards mature and near-term supply constraints are overcome, and compares with a NZ adoption
rate of over 80% of sales in recent years;
- Limited recovery in the overall Brazilian eucalyptus forestry markets from current recessionary levels;
- Continued growth in Brazil following the recent expansion of ArborGen’s internal production capabilities in Minas Gerais,
Mato Grosso do Sul and Sao Paulo;
- Continued expansion of ArborGen’s eucalyptus offering leveraging licensed International Paper, Vallourec and Gerdau’s eucalyptus
clones, and ArborGen’s own eucalyptus advanced products; and
- ArborGen’s advanced genetics sales as a percentage of its total eucalyptus in Brazil approaching 80% in the terminal year.
These cash flows are then discounted at a cost of capital that reflects the underlying risk inherent in the cash flow assumptions.
Specifically, the discount rate applied to the DCF analysis was calculated using a derived weighted average cost of capital (WACC),
with the cost of equity calculated using the Capital Asset Price Model and the cost of debt based on the risk-free rate plus the option
adjusted spread for BBB rated bonds. Specifically, cash flows from each market that forms the ArborGen cash generating unit are
discounted at separate WACC rates, or an overall weighted average derived nominal post-tax nominal WACC of 10.6%.
There are warrants outstanding equal to 5% of the issued ArborGen’s share capital, which reduces the Group’s effective economic
exposure in ArborGen to 95%. These warrants arose out of ArborGen’s purchase of CellFor in 2012, and represent part-consideration
for that acquisition. The warrants are automatically exercised, for no payment, upon an IPO of ArborGen. The warrants may be
exercised by a 66.67% (by value) of the warrant holders, at any time prior to 19 June 2032. The derived 100% equity valuation using
the above approach is $267.1 million (2020: $260.8 million) – $295.5 million (2020: $290.4 million) enterprise value less net debt of
$28.4 million (2020: $29.6 million). Adjusting for the CellFor Warrants that are equal to 5% of the issued capital in ArborGen, arrives
at a 95% equity valuation in ArborGen of $254.4 million (2020: $248.8 million).
The table below shows the assumptions and sensitivities for the critical US loblolly market compared with those used in last year’s
assessment. As an added sensitivity to test impairment, a change in discount rate is the simplest sensitivity to apply particularly given
the DCF model assumes inputs at the conservative end of the spectrum of outcomes. In this instance, the post-tax WACC applied
to the DCF model would need to increase to 15% before an impairment would arise, which we do not believe is within a reasonable
range given the sector ArborGen operates in, and the relatively conservative inputs that underlie the longer term cash flows for the
US loblolly market.
The uptake of advanced genetics seedlings sales in the US loblolly market (i.e. MCP adoption) is a key assumption in the model.
This uptake progressively increases throughout the forecast period to the terminal year where it is assumed this uptake reaches 61%,
up from the FY2022 Budget assumption of circa 40%. However, keeping all other elements constant and excluding ANZ and Brazil
from the valuation, even if the uptake reached 49% by terminal year, this would not result in an impairment.

54
ArborGen Holdings Limited and Subsidiaries Annual Report 2021
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
FOR THE PERIOD ENDED 31 MARCH 2021
US$ millions2021 Case 2020 Case
US Loblolly Market - terminal year assumptions
Loblolly market size - millions 900 900
ArborGen market share %37.8%37.8%
ArborGen unit sales - millions 340 340
% advanced genetics MCP59%55%
% advanced genetics Varietal2%2%
% traditional genetics39%43%
Total ArborGen valuation
US inflation rate3.0%3.0%
Terminal Growth Rate (TGR)
(1)
3.0% 3.0%
Nominal post-tax discount rate 10.6% 1 1.0%
ArborGen implied enterprise valuation
(2)
$295.5$290.4
less net debt
(3)
$28.4$29.6
ArborGen equity valuation (100%) $267.1 $260.8
Discount Rate Sensitivity
Nominal post-tax discount rate15.0%15.4%
ArborGen implied enterprise valuation$176.6$171.5
less net debt$28.4$29.6
Total group equity
(4)
$148.2$141.9
Terminal year sensitivities equity value impact (increase / decrease)Equity value change by
Total market size - 25 million+/- $1.8+/- $4.2
Market share by 1%+/- $1.8+/- $4.0
Advanced genetics adoption by 1%+/- $2.7+/- $1.8
Real MCP price by 5%+/- $1 1.0+/- $8.6
(1) A TGR of 3% in a 3% inflation environment equates to a 0% real TGR assumption.
(2) This represents the total ArborGen valuation and not just the US market.
(3) Net debt including capital leases of $1 million.
(4) Note this reconciles the ArborGen equity valuation to total group equity value, rather than to carrying value of the investment,
and is merely a presentation change.
17 TRADE, OTHER PAYABLES AND PROVISIONS
March 2021
US$m
March 2020
US$m
Trade creditors (6.8) (6.6)
Accrued employee benefits
(1)
(1.8)(2.4)
Other payables (1.0)(1.3)
Seedling mortality(0.1 )(0.2)
Seedling deposits from customers
(2)
(3.4) (2.6)
Trade, other payables and provisions(13.1)(13.1)
(1) Includes accrued expense of $0.2 million being the cash component of the 2021 LTI Plan for ArborGen Inc Senior management
(refer notes 20 and 25).
(2) The deposits from customers will be recognised as revenue within 12 months as the seedlings are transferred to the customer.

55
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
FOR THE PERIOD ENDED 31 MARCH 2021
18 TERM AND CURRENT DEBT
Summary of repayment terms
March 2021
US$m
March 2020
US$m
Due for repayment:
Less than one year (1.0) (6.3)
between one and two years(3.9)(8.5)
between two and three years(1 1.0)(3.9)
between three and four years (1.0) (1.0)
between four and five years (1.0) (1.0)
after five years(15.7)(16.8)
Total term and current debt (33.6) (37.5)
Summary of interest rates by repayment periodMarch 2021March 2020
Due for repayment:
Less than one year 3.99% 4.98%
between one and two years4.22%4.96%
between two and three years3.98%4.80%
between three and four years4.37%4.38%
between four and five years4.37%4.38%
after five years4.12%4.13%
Current debt - weighted average interest rate3.99% 4.98%
Term debt - weighted average interest rate4.48% 4.44%
The weighted average interest rates reflect the effective interest rate, inclusive of fee amortisations.
At 31 March 2021 the Group had debt facilities with the following banks: Synovus Financial Corporation (Synovus) and AgSouth
Farm Credit (AgSouth) in the United States and Westpac New Zealand Limited (Westpac) in New Zealand. In addition the Group has
subordinated promissory notes (Notes) (issued to Directors, shareholders and senior management in August 2019) to facilitate the US
Ridgeville headquarters property purchase.
ArborGen has a non-revolving promissory note issued to AgSouth for $9.9 million bearing interest at 4.95%, with a maturity date of
1 May 2036, which is secured against ArborGen's US real estate properties. Annual principal repayments of $0.6 million are due 1 May
each year.
ArborGen's revolving facility agreement with Synovus is a $17 million letter of credit (LOC) facility (currently $10 million), was favourably
amended extending the expiry from 31 August 2021 to 31 August 2023 and increasing the annual 60-day (continuous) pay down
maximum borrowing limit (between 1 March and 31 August) to $10 million (previously $7.5 million). Synovus also released the $2 million
that was previously maintained as a certificate of deposit (restricted cash 2020; $2 million). The LOC bears interest at the 30 day LIBOR
base rate plus 2.75%, subject to a minimum annual rate of 3.5% (formerly 4.75%), and is collateralised by all the of ArborGen Inc.'s United
States assets not otherwise pledged under the AgSouth agreement.
The credit agreements with both Synovus and AgSouth include covenants which require ArborGen to maintain a minimum net worth
of $29 million and $24 million respectively.
ArborGen New Zealand Unlimited (ArborGen NZ) has a NZ$2 million line of credit facility, which is subject to renewal on an annual basis.
As part of the acquisition of the US Ridgeville headquarters premises the Group has two financing facilities. The first is represented
by the Notes issued by ArborGen Inc to related parties (being Directors, shareholders and senior management) for $2.88 million.
The Notes are fully subordinated to all bank debt, repayable at maturity (August 2022), and due to their subordinated nature attract
a 7% per annum interest rate, payable six monthly in arrears. Independent advice, at the time of issuance, confirmed that the interest
rate and terms were reasonable to the Company (refer to note 25).

56
ArborGen Holdings Limited and Subsidiaries Annual Report 2021
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
FOR THE PERIOD ENDED 31 MARCH 2021
The second facility, drawn through Rubicon Industries USA LLC (RIUSA), is an $11.5 million mortgage from Synovus (currently
$10.9 million outstanding), which is secured by headquarters land and buildings. The mortgage is a seven-year term facility, based
on a 20-year amortising loan, incurring interest at the 30-day LIBOR base rate plus 2% (currently 2.11%). The Group has entered into
a seven-year interest rate swap, with terms that match that of the mortgage, at a fixed rate of 3.52%. The mortgage requires RIUSA
to maintain a debt service coverage ratio of not less than 1.25:1 for the trailing 12 months.
At 31 March 2021 the Group held cash and liquid deposits of $6.2 million (2020: $7.9 million, including restricted cash of $2 million)
and had debt of $33.6 million and lease liability of $5.9 million (2020: $37.5 million of debt and $5.7 million of lease obligations).
19 CAPITAL
Share capital
March 2021
US$m
March 2020
US$m
Share capital at the beginning of the period202.3201.0
Issue of shares
(3) (4)
–1.2
Vesting of interest - Non-Executive Directors' Share Plan
(1) (2)
0.20.1
Share capital202.5 202.3
Number of shares
March 2021March 2020
Opening shares on issue499,395,391489,574,393
Issue of shares
(3)
–9,000,000
Issue of shares
(2) (4)
216,347820,998
NNumber of shares on issue499,611,738499,395,391
Treasury stockMarch 2021March 2020
Opening shares on issue1,931,7001,666,050
Issue of shares
(1) (2)
–820,998
Vesting of shares
(1) (2)
(829,017)(555,348)
Number of shares on issue 1,102,683 1,931,700
(1) In accordance with the shareholders' resolution passed at the ArborGen Holdings Annual Shareholders’ meeting held on
17 September 2018, on 18 September 2018 ArborGen Holdings issued 1,666,050 new shares to the Rubicon Non-executive Directors
Share Plan (the Trust). The Trust holds the shares on behalf of the three Directors (Tom Avery, Ozey Horton, and Paul Smart, equally)
until the vesting terms are met. The shares vest, to each Director, in three equal tranches on the first, second and third anniversaries
following the date of issue (18 September 2018), provided that the Director remains a Director of the Company on the relevant
anniversary date. The new shares were issued at the NZX 20-day market VWAP for ArborGen Holdings shares of NZ27.01 cents
per share, for a total value of NZ$450,000. These shares are accounted for as treasury stock until vesting, and the share based
transactions are recorded in the share based payment reserve. On 18 September 2020 the second tranche of 555,351 shares vested
to the three Directors (185,1 17 each) (refer to notes 20 for share based payment information).
(2) In accordance with the shareholders' resolution passed at ArborGen Holdings Annual Shareholders’ meeting held on 17 September
2019, on 18 September 2019 ArborGen Holdings issued 820,998 new shares to the 2019 Rubicon Non-executive Director Share Plan
(the 2019 Trust). The 2019 Trust will hold the shares on behalf of the newly appointed Director (George Adams) until the vesting
terms are met. The shares will vest in three equal tranches on the first, second and third anniversaries following the date of issue
(18 September 2019), provided that the Director remains a Director of the Company on the relevant anniversary date. The new
shares were issued at the NZX 20-day market VWAP for ArborGen Holding shares of NZ18.27 cents per share, for a total value of
NZ$150,000. The share based transactions are recorded in the share based payment reserve and the shares are accounted for as
treasury stock until vesting. On 18 September 2020 the first tranche of 273,666 shares vested to George (refer to note 20 for share
based payment information).
(3) Pursuant to the settlement agreed with the former CEO and CFO on 29 March 2019, ArborGen Holdings allotted and issued
nine million new ordinary shares in two tranches, four million on 1 April 2019 and five million on 30 May 2019.
(4) In accordance with the provisions of an Executive Fixed Trading Plan, ArborGen Holdings issued 216,347 new shares to Andrew
Baum (CEO). The new shares were issued for 20% of his base remuneration (net of taxes) for the period 16 August 2020 to
31 December 2020, at the five-day VWAP of NZ$0.13189 for a total value of NZ$28,534.01.

57
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
FOR THE PERIOD ENDED 31 MARCH 2021
20 RESERVES
Retained earnings
March 2021
US$m
March 2020
US$m
Opening balance (56.5) (53.8)
Net earnings (loss)3.2(2.7)
Closing balance(53.3)(56.5)
Cash flow hedge reserve
(1)
Opening balance(0.7) –
Fair value gains / (losses) for the year0.4(0.7)
Closing balance (0.3) (0.7)
Share based payments reserve
Opening balance0.21.3
Non-Executive Directors' Share Plan
(2)
0.10.2
Non-Executive Directors' Share Plan shares vested
(3)
(0.2)(0.1)
Executive share plan
(4)
0.4–
Executive settlement share plan shares vested
(5)
–(1.2)
Closing balance 0.5 0.2
Currency translation reserve
Opening balance(3.4)(0.9)
Translation of independent foreign operations2.2(2.5)
Closing balance(1.2)(3.4)
Total reserves (54.3) (60.4)
(1) The cash flow hedging reserve records the net movement of cash flow hedging instruments, being interest rate swaps (refer to notes 4,
5, 18 & 27).
(2) Under the two Rubicon Non-executive Directors' Share Plans in the current period $148,496 was accrued in relation to the cost of the
share plan (NZ$224,017) (2020: $157,697 (NZ$244,132).
(3) Under the two Rubicon Non-executive Directors' Share Plans, in the current period, 829,017 shares vested and the relevant portion
of the reserve transferred to share capital (2020: 555,348 ) (refer to notes 19).
(4) Pursuant to the 2021 LTI plan (the Plan) an expense of $0.6 million has been accrued, the $0.4 million in the share based payment
reserve represents the portion that will be settled by the issuance of shares (refer to note 25). The fair value of the Plan is $0.9 million,
which is to be settled in shares $0.6 million and cash $0.3 million. The total restricted stock units (equivalent of an ordinary shares)
under the Plan is 5,176,445. Any award under the Plan is on the basis of 2021 performance for one third and a two year service
requirement for the remaining two thirds.
(5) Pursuant to the settlement agreed with the former CEO and CFO on 29 March 2019, ArborGen Holdings allotted and issued nine
million new ordinary shares, with the $1.2 million being transferred to share capital (refer note 19).

58
ArborGen Holdings Limited and Subsidiaries Annual Report 2021
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
FOR THE PERIOD ENDED 31 MARCH 2021
21 CAPITAL EXPENDITURE COMMITMENTS
In November 2018 ArborGen entered into agreements with TexMark Timber Treasury, L.P. (TTT) initially to manage and then from
1 April 2019 lease TTT's nursery and seed orchard facility located in Texas. ArborGen has the right to acquire the leased properties for
$2.5 million, payable upon the expiration of the 5-year lease period. It is ArborGen’s current intention to exercise this option and the
present value of this amount is recorded as a liability in term lease obligations (refer to note 22).
22 LEASE OBLIGATIONS
The expected future minimum rental payments required under leases (including capitalised finance leases) that have initial or remaining
non-cancellable lease terms in excess of one year at 31 March 2021 are as follows:
Refer to Note
March 2021
US$m
March 2020
US$m
Lease obligations are reconciled as follows:
Current lease obligations27(0.8)(1.2)
Term lease obligations27 (5.1) (4.5)
Total lease obligations (5.9) (5.7)
Financing expense includes interest payments relating to lease obligations of $0.3 million (2020: $0.7 million).
The lease expense for short-term leases was $325,000 (2020: $300,000) and low value leases $35,000 (2020: $40,000).
In November 2018 ArborGen entered into a management agreements with TTT, which converted to a lease agreement from 31 March 2019.
The terminal payment (or deferred settlement) is the $2.5 million purchase price, payable at expiration of the lease
(refer to note 21).
23 REMUNERATION
Key management compensation


Refer to Note
Year ended
March 2021
US$m
Year ended
March 2020
US$m
Salaries and other short-term employee benefits 2.7 2.8
Share based payments (executive settlement share plan)
(1)
19 & 25 – –
Other payments
(2)
7– 1.0
2.73.8
Key management compensation is prepared on a cash basis and excludes Directors. Directors remuneration is disclosed in notes
7 and 25.
(1) In accordance with the provisions of an Executive Fixed Trading Plan, ArborGen Holdings issued 216,347 new shares to Andrew
Baum (CEO). The new shares were issued for 20% of his base remuneration (net of taxes) for the period 16 August 2020 to
31 December 2020, at the five-day VWAP of NZ$0.13189 for a total value of NZ$28,534.01.
(2) Upon the 100% acquisition of ArborGen Inc a plan was put in place to retain ArborGen senior management, split across ten
individuals. The benefit under this plan totalled $2.0 million, with payments made by ArborGen Inc of $1.0 million in July 2018
and the final $1.0 million in June 2019.

59
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
FOR THE PERIOD ENDED 31 MARCH 2021
24 SEGMENTAL INFORMATION SUMMARY
The Group has one reportable segment and the analysis is as follows:
Forestry genetics
Year ended
March 2021
US$m
Year ended
March 2020
US$m
Operating revenue52.7 56.9
Financing expense (2.0) (2.3)
Tax (expense) / benefit0.61.1
Net earnings (loss) after taxation4.5(1.1)
Total assets203.3200.4
Liabilities(54.9)(58.3)
Capital expenditure (4.8) (9.4)
Depreciation and amortisation

(10.2)(9.5)
Reconciliation
Corporate
Net earnings (loss) after taxation (1.3) (1.6)
Total assets–0.3
Liabilities(0.2)(0.5)
Total Group
Total revenue52.7 56.9
Financing expense(2.0)(2.3)
Tax (expense) / benefit0.61.1
Net earnings (loss) after taxation3.2(2.7)
Total assets203.3 200.7
Total liabilities(55.1)(58.8)
Capital expenditure(4.8)(9.4)
Depreciation and amortisation (10.2) (9.5)
The Group’s geographical analysis is as follows:
Australasia
Operating revenue9.9 10.3
Non current assets10.28.9
South America
Operating revenue6.07.9
Non current assets0.10.3
North America
Operating revenue36.838.7
Non current assets140.1 145.8
Total Group
Operating revenue
(1)
52.756.9
Non current assets150.4155.0
(1) The Group's revenue represents sales of seedlings and treestock of $51.4 million (2020: $55.6 million) and the provision of logistic
services $1.3 million (2020: $1.3 million).

60
ArborGen Holdings Limited and Subsidiaries Annual Report 2021
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
FOR THE PERIOD ENDED 31 MARCH 2021
25 RELATED PARTY TRANSACTIONS AND BALANCES

Refer to Note
March 2021
US$m
March 2020
US$m
Income Statement
Non-executive Directors' Share Plan
(1)
7, 19 & 20(0.2) (0.2)
Directors remuneration (excluding Non-executive Directors' Share Plan) 7 (0.2) (0.3)
Executive share plan
(4)
19 & 20––
ArborGen senior management 2021 LTI plan
(2)
(0.6)–
Interest on subordinated notes
(3)
18(0.2)(0.1 )
Balance Sheet
ArborGen senior management share option scheme
(2)
17 & 20(0.6)–
Subordinated notes
(4)
18(2.9)(2.9)
(1) On 17 September 2018 (at the Annual Shareholders’ meeting) shareholders passed a resolution approving the Rubicon Non-
executive Directors Share Plan. Under the share plan, 1,666,050 new shares were issued to the Trust on 18 September 2018.
The Trust will hold the shares on behalf of the three Directors (Tom Avery, Ozey Horton, and Paul Smart, equally) until the vesting
terms are met. The shares will vest, to each Director, in three equal tranches on the first, second and third anniversaries following the
date of issue (18 September 2018), provided that the Director remains a Director of the Company on the relevant anniversary date.
On 17 September 2019 (at the Annual Shareholders’ meeting) shareholders passed a resolution approving the 2019 Rubicon Non-
executive Directors Share Plan. Under the share plan, 820,998 new shares were issued to the 2019 Trust. The 2019 Trust will hold the
shares on behalf of the Director (George Adams) until the vesting terms are met. The shares will vest in three equal tranches on the
first, second and third anniversaries following the date of issue (18 September 2019), provided that the Director remains a Director of
the Company on the relevant anniversary date (refer to notes 7, 19 & 20).
(2) Pursuant to the 2021 LTI plan an expense of $0.6 million has been accrued. The liability will be settled by the issuance of shares and
cash (refer to notes 20 & 17).
(3) As part of the acquisition of the US Ridgeville headquarters premises subordinated Notes were issued by ArborGen Inc to related
parties (being Directors, shareholders and senior management) for $2.88 million. The Notes are fully subordinated to all bank debt,
repayable at maturity (August 2022), and due to their subordinated nature attract a 7% per annum interest rate, payable six monthly
in arrears. Independent advice, at the time of issuance, has confirmed that the interest rate and terms were reasonable to the
Company (refer to note 18).
(4) In accordance with the provisions of an Executive Fixed Trading Plan, ArborGen Holdings issued 216,347 new shares to Andrew
Baum (CEO). The new shares were issued for 20% of his base remuneration (net of taxes) for the period 16 August 2020 to
31 December 2020, at the five-day VWAP of NZ$0.13189 for a total value of NZ$28,534.01.

61
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
FOR THE PERIOD ENDED 31 MARCH 2021
26 PRINCIPAL OPERATIONS
ArborGen Holdings Limited (a New Zealand incorporated limited liability company) is the holding company of the ArborGen Group.
The principal subsidiaries, as at 31 March 2021, were:
Country of
Domicile
Interest %
March 2021
Interest %
March 2020
Balance DatePrincipal Activity
Principal subsidiaries
Rubicon Forests Holdings LimitedNZ10010031 MarchHolding company
Rubicon Industries USA LLCUSA10010031 MarchHolds ArborGen, Inc
investment
ArborGen Inc
(1)
USA10010031 MarchForestry genetics
ArborGen Inc subsidiaries
ArborGen Comercie de Produtos
Florestal Importacao e Exportacao LTDA
Brazil10010031 MarchForestry genetics
ArborGen Technologia Florestal LTDABrazil10010031 MarchHolding company
ArborGen New Zealand Holding LLCUSA10010031 MarchHolding company
ArborGen New Zealand UnlimitedNZ10010031 MarchForestry genetics
ArborGen Australia Holdings Pty LtdAustralia10010031 MarchHolding company
ArborGen Australia Pty LtdAustralia10010031 MarchForestry genetics
(1) ArborGen Holdings owns 100% of ArborGen Inc’s issued share capital, or 95% by economic interest (given the 5% of outstanding
warrants). These warrants arose out of ArborGen Inc’s purchase of Cellfor in 2012, and represent part-consideration for that acquisition.
The warrants are automatically exercised, for no payment, upon an IPO of ArborGen Inc, or alternatively at any time if 66.67% of the
warrant holders so elect. The warrants can also be exercised by ArborGen Inc, upon either a sale of substantially all of the ArborGen Inc
business or of a sale of 50.01% or more of ArborGen Inc’s share capital.
27 FINANCIAL INSTRUMENTS
(a) Market risk
(i) Exposure to currency risk
The functional currency of the Group is the US$ and the risk to the Group's equity and earnings are from assets, liabilities,
revenues and costs in currencies denominated in currencies other than US$. The Group's exposure to foreign currency risks
on financial instruments is shown in the following:
in US$m
March 2021March 2020
US$Non US$US$Non US$
Cash, liquid deposits and restricted cash
4.22.0 5.7 2.2
Trade debtors and other receivables
8.51.9 7.4 1.2
Trade creditors and other payables
(8.7)(4.4)(8.5)(4.6)
Current debt
(1.0)– (6.3)–
Non current debt
(32.6)–(31.2)–
Lease obligation
(5.2)(0.7)(5.5)(0.2)
Gross balance sheet exposure
(1.2)(1.4)

62
ArborGen Holdings Limited and Subsidiaries Annual Report 2021
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
FOR THE PERIOD ENDED 31 MARCH 2021
The following exchange rates applied during the year:
Average rate
(1)
Spot rate
March 2021March 2020March 2021March 2020
NZ$:US$0.67130.64780.69890.5994
US$:R$0.18650.24400.1 76 70.1928
US$:AU$0.71910.68200.76130.6139
(1) These are merely arithmetical averages not hedged rates.
Foreign exchange contracts
The Group had no foreign exchange contracts outstanding (2020: nil).
Sensitivity Analysis - gross balance sheet exposure
Given the small size of the gross balance sheet exposure shown above, any movement in the NZ$, R$ and AU$ against the
US$ is unlikely to be material.
(ii) Exposure to interest rate risk
The Group has $33.6 million of debt at 31 March 2021 (2020: $37.5 million), drawn at a mix of fixed and floating rates.
The weighted average interest rate of borrowings and interest rate hedges are shown in note 18 term and current debt.
As at 31 March 2021, the Group had one interest rate swap totalling $10.9 million (2020: $11.3 million), covering 32% (2020: 31%)
of total debt. The swap was entered into in August 2019 and expires in August 2026. The swap receives a floating rate of 2%
above 30-day LIBOR and pays a fixed interest rate of 3.52%. At 31 March 2021 the mark-to-market of the swap resulted in liability
of $0.3 million, which is reflected in the cash flow hedge reserve and derivative financial instrument liability (refer note 20).
(b) Credit risk
(i) Exposure to credit risk
The carrying amount of financial assets represents the maximum credit exposure, which at 31 March 2021 was $16.6 million
of trade and other receivables, and cash, liquid deposits and restricted cash (2020: $16.5 million).
US cash, liquid deposits and restricted cash are only held with banks that are part of the Group's banking consortiums. In the
event of default, cash balances may be set off against obligations owing by the Group to its lenders. Moody's credit ratings
of the primary counterparties for cash and liquid deposits are all rated as investment grade. The status of trade debtors, is as
follows:
March 2021
US$m
March 2020
US$m
Neither past due nor impaired 4.8 4.2
Past due but not impaired –1 month 3.32.6
2 months2.41.5
Impaired0.20.4
10.78.7
Less provision for expected credit loss (0.4) (0.5)
Net trade debtors10.38.2
ArborGen Inc has a strong history of trade debtor collections and there is no reason to believe that the debtors will not be
collected.

63
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
FOR THE PERIOD ENDED 31 MARCH 2021
(c) Liquidity risk
The following are contractual maturities of financial liabilities and net settled derivatives. The amounts disclosed are the contractual
undiscounted cash flows.
Financial liabilities
Carrying
value
US$m
Total cash
flows
US$m
0-6
months
US$m
6-12
months
US$m
1-2
years
US$m
2-5
years
US$m
Over
5 years
US$m
31 March 2020
Non derivative financial liabilities
Trade and other payables (9.0) (9.0) (8.1 )––(0.9)–
Debt (37.5) (50.9) (0.8)(5.6)(14.4) (6.8)(23.3)
Lease obligation(5.7)(6.5)(0.6)(0.6)(1.1)(3.2)( 1.0)
Financial liabilities as at 31 March 2020 (52.2) (66.4) (9.5) (6.2) (15.5) (10.9)(24.3)
31 March 2021
Non derivative financial liabilities
Trade and other payables (8.6) (8.6) (8.2)––(0.4)–
Debt (33.6) (41.7) (0.8)(0.2)(4.1 ) (14.2)(22.4)
Lease obligation(5.9)(5.9)(0.5)(0.5)(0.8)(1.9)(2.2)
Financial liabilities as at 31 March 2021 (48.1 ) (56.2) (9.5) (0.7) (4.9) (16.5)(24.6)
28 CONTINGENT LIABILITIES
The tenant for part of ArborGen’s Ridgeville head office facility (the Property) which is legally owned by ArborGen Holdings’ subsidiary
Rubicon Industries USA LLC (Rubicon), contracted certain parties to perform some improvement work on parts of the Property leased
from Rubicon. These parties have filed mechanic’s liens against the Property alleging they are owed $496,000 in total that the tenant
has failed to pay. Rubicon was not part of any contractual arrangements between the tenant and their contractors, and has been working
to achieve a resolution, including as to payment of rental arrears. Rubicon has also obtained surety bonds to bond the liens in question
as required under its loan agreement.
In November 2020, ArborGen Inc. filed a claim against a former customer for uncollected receivables for seedlings sold in relation to
the fiscal year ending March 2020 in the amount of $0.3 million and legal fees. In December 2020, the customer filed a response to
ArborGen's complaint with a counterclaim for damages suffered. The parties are currently in settlement discussions.
29 ASSET BACKING - NON-GAAP MEASURE
At 31 March 2021 the net asset backing was 30 cents per share (cps) (NZ$43 cps), (2020: 29 cps, NZ$48 cps); and net tangible asset
backing (including right-of-use assets) was 9 cps (NZ$13 cps) (2020: 8 cps, NZ$13 cps), calculated on the basis of shares on issue at
31 March 2021 (excluding treasury stock) 498,509,055 (2020: 497,463,691).

64
ArborGen Holdings Limited and Subsidiaries Annual Report 2021
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
FOR THE PERIOD ENDED 31 MARCH 2021
30 EARNINGS - NON-GAAP MEASURE
ArborGen Holdings shareholders and users of the financial statements are very interested in ArborGen Inc.'s underlying performance
under US-GAAP (as well as under IFRS ), as that is the result that ArborGen Inc. would report in a US ‘listing’ situation. ArborGen Holdings
believes 'Adjusted US-GAAP EBITDA' provides useful information, as it is used internally to evaluate performance. It is also a measure
that equity analysts focus on for comparative company performance purposes, as the measure removes distortions caused by different
depreciation policies and debt:equity structures.
In contrast with US-GAAP, IFRS requires the capitalisation of ArborGen’s development spend, the amortisation of intellectual property,
the accrual of the change in fair value of biological assets on the seedling crop each year prior to its sale, and the capitalisation of operating
leases. Because of these differences, US-GAAP results, and in particular 'Adjusted US-GAAP EBITDA' cannot be easily derived from
reported IFRS numbers. For these reasons and in order to provide users with relevant and understandable information we provide the
reconciliation below.
EBITDA, US-GAAP EBITDA and Adjusted US-GAAP EBITDA are all non-GAAP financial measure and are not recognised under NZ IFRS.
As they are not necessarily uniformly defined or utilised, these measures may not be comparable with similarly titled measures used by
other companies. Non-GAAP financial measures should not be viewed in isolation or considered as a substitute for measures reported in
accordance with GAAP.
The following table provides users useful ArborGen Inc. information for year-on-year comparison and reconciles net earnings to 'Adjusted
US-GAAP EBITDA'.
ArborGenRefer to Note
Year ended
March 2021
US$m
Year ended
March 2020
US$m
Revenue2452.756.9
Cost of sales24(34.5)(37.2)
Gross profit18.219.7
Net profit (loss) after taxation244.5(1.1)
less Tax benefit24 (0.6)(1.1)
plus Financing expense242.02.3
Operating profit (loss) before financing expense5.90.1
plus depreciation and amortisations710.29.5
EBITDA (NZ IFRS)16.19.6
Add back NZ IFRS adjustments
Investment in intellectual property15(3.7)(4. 1 )
Change in fair value of biological assets110.10.6
Other IFRS adjustments (including IFRS 16 adjustment)(1.2)(0.7)
US-GAAP EBITDA1 1.35.4
Add back significant items
Government Grants, Inventory adjustment and other7(2.0)3.9
Adjusted US-GAAP EBITDA9.39.3

65
Independent Auditor’s Report
27
Independent Auditor’s Report
To the Shareholders of Rubicon Limited
Opinion We have audited the consolidated financial statements of Rubicon Limited and its
subsidiaries (the ‘Group’), which comprise the consolidated balance sheet as at 31 March
2019, and the consolidated income statement, statement of comprehensive income,
statement of changes in equity and statement of cash flows for the year then ended, and
notes to the consolidated financial statements, including a summary of significant
accounting policies.
In our opinion, the accompanying consolidated financial statements, on pages 6 to 39,
present fairly, in all material respects, the consolidated financial position of the Group as
at 31 March 2019, and its consolidated financial performance and cash flows for the year
then ended in accordance with New Zealand Equivalents to International Financial
Reporting Standards (‘NZ IFRS’) and International Financial Reporting Standards (‘IFRS’).
Basis for opinion We conducted our audit in accordance with International Standards on Auditing (‘ISAs’)
and International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). Our responsibilities
under those standards are further described in the Auditor’s Responsibilities for the Audit
of the Consolidated Financial Statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
We are independent of the Group in accordance with Professional and Ethical Standard 1
(Revised) Code of Ethics for Assurance Practitioners issued by the New Zealand Auditing
and Assurance Standards Board and the International Ethics Standards Board for
Accountants’ Code of Ethics for Professional Accountants, and we have fulfilled our other
ethical responsibilities in accordance with these requirements.
Other than in our capacity as auditor and the provision of certain agreed procedures, we
have no relationship with or interests in the Company or any of its subsidiaries. These
services have not impaired our independence as auditor of the Company and Group.
Audit materiality We consider materiality primarily in terms of the magnitude of misstatement in the
financial statements of the Group that in our judgement would make it probable that the
economic decisions of a reasonably knowledgeable person would be changed or influenced
(the ‘quantitative’ materiality). In addition, we also assess whether other matters that
come to our attention during the audit would in our judgement change or influence the
decisions of such a person (the ‘qualitative’ materiality). We use materiality both in
planning the scope of our audit work and in evaluating the results of our work.
We determined materiality for the Group financial statements as a whole to be US$2m.
Key audit matters Key audit matters are those matters that, in our professional judgement, were of most
significance in our audit of the consolidated financial statements of the current period.
These matters were addressed in the context of our audit of the consolidated financial
statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
To the Shareholders of ArborGen Holdings Limited
Opinion We have audited the consolidated financial statements of ArborGen Holdings Limited and its
subsidiaries (the ‘Group’), which comprise the consolidated balance sheet as at 31 March 2021, and
the consolidated income statement, statement of comprehensive income, statement of changes in
equity and statement of cash flows for the year then ended, and notes to the consolidated financial
statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements, on pages 35 to 64, present
fairly, in all material respects, the consolidated financial position of the Group as at 31 March 2021,
and its consolidated financial performance and cash flows for the year then ended in accordance
with New Zealand Equivalents to International Financial Reporting Standards (‘NZ IFRS’) and
International Financial Reporting Standards (‘IFRS’).
Basis for opinion We conducted our audit in accordance with International Standards on Auditing (‘ISAs’) and
International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). Our responsibilities under those
standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated
Financial Statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
We are independent of the Group in accordance with Professional and Ethical Standard 1
International
Code of Ethics for Assurance Practitioners (including International Independence
Standards) (New Zealand)
issued by the New Zealand Auditing and Assurance Standards Board
and the International Ethics Standards Board for Accountants’ International Code of Ethics for
Professional Accountants (including International Independence Standards), and we have fulfilled
our other ethical responsibilities in accordance with these requirements.
Other than in our capacity as auditor, and the performance of ancillary services in that capacity,
we have no relationship with or interests in the entity.
Audit materiality We consider materiality primarily in terms of the magnitude of misstatement in the financial
statements of the Group that in our judgement would make it probable that the economic
decisions of a reasonably knowledgeable person would be changed or influenced (the ‘quantitative’
materiality). In addition, we also assess whether other matters that come to our attention during
the audit would in our judgement change or influence the decisions of such a person (the
‘qualitative’ materiality). We use materiality both in planning the scope of our audit work and
in evaluating the results of our work.
We determined materiality for the Group financial statements as a whole to be US$2m.
Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance
in our audit of the consolidated financial statements of the current period. These matters were
addressed in the context of our audit of the consolidated financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.

66
ArborGen Holdings Limited and Subsidiaries Annual Report 2021
The directors are responsible on behalf of the Group for the other information. The other
information comprises the information in the Chairman’s letter that accompanies the consolidated
financial statements and the audit report, and the Annual Report that accompanies the
consolidated financial statements and the audit report.
Our opinion on the consolidated financial statements does not cover the other information and we
do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and consider whether it is materially inconsistent
with the consolidated financial statements or our knowledge obtained in the audit or otherwise
appears to be materially misstated. If so, we are required to report that fact. We have nothing to
report in this regard.
The directors are responsible on behalf of the Group for the preparation and fair presentation of
the consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal
control as the directors determine is necessary to enable the preparation of consolidated financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the directors are responsible on behalf of the
Group for assessing the Group’s ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless the
directors either intend to liquidate the Group or to cease operations, or have no realistic alternative
but to do so.
Other information
Directors’ responsibilities for
the consolidated financial
statements
Key audit matterHow our audit addressed the key audit matter
ArborGen Cash Generating Unit – impairment
assessment
As set out in note 15 of the financial statements the Group
has US$101.3m of intellectual property recorded on its
balance sheet relating to the ArborGen business.
The impairment assessment in relation to the ArborGen
business, or Cash Generating Unit (CGU), as disclosed in
note 16, is considered to be a key audit matter as a result
of the significance of the intellectual property asset to
the Group, and the level of judgement required when
determining the value in use of ArborGen.
The value in use of ArborGen is determined by undertaking
a discounted cash flow analysis which involves management
making a number of assumptions in relation to forecast
future cash flows, determining an appropriate weighted
average cost of capital (WACC) and terminal value (TV)
growth rate. Each of these inputs requires judgement to
be applied.
In performing our audit procedures in this area we:
• assessed the appropriateness of the methodology applied
by management;
• examined the robustness of the financial model used by
management to calculate ArborGen's value in use;
• tested the key assumptions driving the forecast future cash
flow. Of particular importance are the average selling prices
and gross margin linked to the projected uptake of Mass
Controlled Pollinated (MCP) product primarily in the United
States market;
• performed a look back analysis for current year actual results,
including considering the impact of COVID-19, compared to
what was forecasted in the prior year impairment model;
• undertook sensitivity analysis on key assumptions to assess
the impact on the carrying value of ArborGen;
• tested the calculation of the WACC and TV growth rate,
including obtaining input from our valuation specialists; and
• ensured the disclosures in the financial statements properly
reflect the judgements and estimates made by management.

67
Our objectives are to obtain reasonable assurance about whether the consolidated financial
statements as a whole are free from material misstatement, whether due to fraud or error, and
to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted in accordance with ISAs and ISAs (NZ)
will always detect a material misstatement when it exists. Misstatements can arise from fraud
or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these consolidated
financial statements.
A further description of our responsibilities for the audit of the consolidated financial statements is
located on the External Reporting Board’s website at:
https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1
This description forms part of our auditor’s report.
This report is made solely to the Company’s shareholders, as a body. Our audit has been
undertaken so that we might state to the Company’s shareholders those matters we are required
to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by
law, we do not accept or assume responsibility to anyone other than the Company’s shareholders
as a body, for our audit work, for this report, or for the opinions we have formed.
Auditor’s responsibilities for
the audit of the consolidated
financial statements
Restriction on use
Peter Gulliver,
Partner for Deloitte Limited
Auckland, New Zealand
27 May, 2021

68
ArborGen Holdings Limited and Subsidiaries Annual Report 2021
This section describes how ArborGen’s business practices reflect corporate governance best practice.
This Annual Report was approved by the Board on 23 June 2021.
Dave Knott Jr Paul Smart
Chairman of the Board Audit Committee Chairman
All references to $ is to US$ unless otherwise stated.
The Group's corporate governance framework is guided by the principles and recommendations of the NZX Corporate Governance
Code. ArborGen Holdings considers it has followed these recommendations in all material respects during the fiscal year ended March
2021 (FY2021), and as at 23 June 2021. In addition, the corporate governance principles followed by the Company do not materially differ
from the Corporate Governance Principles and Guidelines issued by the Financial Markets Authority.
Ethical Standards
Directors should set high standards of ethical behaviour, model this behaviour and hold management accountable for these
standards being followed throughout the organisation.
The Company's Code of Conduct and Ethics, Board Charter and other documents related to corporate governance, collectively and
individually encourage high standards of ethical and responsible behaviour.
The Code of Conduct and Ethics sets out clear expectations for ethical decision-making and personal behaviour by Directors and
employees in relation to situations where their or ArborGen’s integrity could be compromised. These include conflicts of interest, proper
use of company property and information, fair dealings with employees and other stakeholders, compliance with laws and regulations,
reporting of unethical decision making and dishonest behaviour, and related matters.
Included in the Code of Conduct and Ethics are mechanisms for dealing with breaches of the Code. Employees are encouraged to report
any breaches in line with the processes outlined in the Code of Ethics. The Code of Conduct and Ethics has been communicated to all
Directors and employees of the Company, and is also published on our corporate website www.arborgenholdings.com.
ArborGen Holdings' Security Trading Policy sets out restrictions on its personnel buying and selling financial products when in
possession of material information. The policy employs "black-out" periods to restrict persons covered by the policy who are likely to
have inside information from trading. This group of personnel must also obtain the written consent of the General Counsel prior to any
transaction involving ArborGen Holdings' securities. ArborGen Holdings' Securities Trading Policy is published on our corporate website.
Board Composition and Performance
To ensure an effective Board, there should be a balance of independence, skills, knowledge, experience and perspectives.
There is a balance of independence, skills, knowledge, experience, and perspectives among Directors that allows the Board to work
effectively. The Board’s primary role and obligation is to protect and enhance the value of the assets of the Company and to act in the
best interests of the Company. The Board has statutory responsibility for the activities of the Company, which in practice is partially
exercised through delegation to the three Board standing committees (Audit, Remuneration and Nominations).
The Board Charter outlines a number of key roles and responsibilities of the Board, including:
• the review and approval of appropriate corporate strategies and objectives, transactions relating to acquisitions and divestments,
capital expenditures above delegated authority limits, financial and capital structure policies, financial statements and reports to
shareholders;
• the review of performance against strategic objectives; and
• ensuring that appropriate systems and processes are in place so that the Group is managed in an honest, ethical, responsible and
safe manner.
Corporate Governance

69
The Board Charter is published on our corporate website.
The roles of and duties associated with the Board and management are separate at ArborGen Holdings and the Chairman and the CEO
roles are not executed by the same individual.
The Chairman’s role is to foster a constructive corporate governance structure, manage the Board effectively and provide leadership to
the Board, chair shareholders meetings and to interface with senior management.
The Non-executive Directors' principal role is to provide independent judgement. This includes bringing outside experience and
objectivity on all issues which come before the Board, having a detailed knowledge of the Company's business activities and ongoing
performance, so they can make informed decisions.
Board Composition
The Company's Constitution requires a minimum of three Directors and provides for a maximum of nine.
As at 31 March 2021, the Directors were:
David Knott / Dave Knott Jr, Chairman (USA)
(1)(2)

George Adams, Independent Director (NZ)
Tom Avery, Independent Director (USA)
Ozey Horton, Independent Director (USA)
Paul Smart, Independent Director (NZ)
Ranjan Tandon (USA)
(2)
(1) In February 2017, Mr DM Knott appointed Mr DM Knott Jr by notice in writing as his alternate director. The remaining directors
unanimously approved the appointment of Mr DM Knott Jr in that role.
(2) Substantial product holders.
Of the six Directors, two are ordinarily resident in New Zealand. In addition, the Board has identified four of the Directors as being
Independent Directors. In order for a Director to be independent, the Board has determined that he or she must not be an executive of
ArborGen and must have no disqualifying relationships.
The Company’s Board represents a balance of independence, skills, knowledge, experience and perspectives (refer Board biographies for
details), thereby ensuring the effectiveness of the Board in guiding the strategic direction of the Company and overseeing management.
While the nomination process for new Director appointments is the responsibility of the Board as a whole, the Nomination Committee
is responsible for identifying, reviewing and recommending candidates to the full Board. The Board may engage consultants to assist in
the identification, recruitment and appointment of suitable candidates.
Directors will retire and may stand for re-election by shareholders at least every three years, in accordance with the NZX Listing Rules.
A Director appointed since the previous annual meeting holds office only until the next annual meeting but is eligible for re-election at
that meeting.
The Board asks for Director nominations each year prior to the Annual Shareholders Meeting, in accordance with the constitution of the
Company and the NZX Listing Rules.
Each new Director receives a letter outlining the key terms of their appointment including the Company's expectations for the role of the
Director that is required to be countersigned to confirm agreement.
Directors receive comprehensive information on the Company’s operations and have access to any additional information they consider
necessary for informed decision-making. The Company is committed to ensuring its Directors have the knowledge and information to
discharge their responsibilities effectively.
Information on each director is available on the ArborGen website and on page 32 of the 2021 Annual Report.
Director’s interests are disclosed on page 74 of the 2021 Annual Report.

70
ArborGen Holdings Limited and Subsidiaries Annual Report 2021
Board Committees
The Board should use committees where this will enhance its effectiveness in key areas, while still retaining Board responsibility.
The Board has three permanent committees, being the Audit Committee, the Remuneration Committee and the Nominations
Committee. Committees enhance the effectiveness of the Board through closer examination of issues and more efficient decision
making. The committees assist the Board in the conduct of its responsibilities and report to the full Board on all material matters and
issues requiring Board decisions. All Board Directors receive copies of all committee minutes and papers and can attend the committee
meetings.
Each permanent committee has adopted a formal Charter addressing purpose, constitution and membership, authority, reporting
procedures and evaluation of the committee. These Charters are published on our corporate website.
Audit Committee
Paul Smart (Chairman)
George Adams
Ozey Horton
Tom Avery
The Audit Committee is comprised solely of Non-executive Directors of the Company and is chaired by an Independent Director. It has
been determined by the Board that several members of the Audit Committee have an adequate accounting or financial background as
defined in the NZX Listing Rules. All of the members of the Audit Committee are Independent Directors. The Chair of the Board is not
the Chair of the Audit Committee. Management may only attend Audit Committee meetings at the invitation of the Committee.
The Audit Committee is well resourced and operates under a formal written Charter. The Audit Committee’s terms of reference include
the following duties and responsibilities:
• To review the effectiveness of the internal control framework across the ArborGen Group with management and the independent
Auditor;
• To review the Group’s accounting policies, financial reporting practices, and auditing practices;
• To ensure that the Board is properly and regularly informed and updated on corporate financial matters;
• To review all financial statements of the Group and advise all Directors whether these financial statements comply with the
appropriate laws and regulations;
• To monitor and review the Group’s compliance with regulatory and statutory requirements and obligations;
• To maintain direct communication with the independent Auditor;
• To make recommendations to the Board as to the appointment and discharge of the independent Auditor and to ensure that the
independent Auditor or lead audit partner is changed at least every five years;
• To pre-approve non-audit services; and
• To confirm the independence of the independent Auditor.
Remuneration Committee
Tom Avery (Chairman)
George Adams
Ozey Horton
Dave Knott Jr
Paul Smart
Ranjan Tandon
The Remuneration Committee is responsible for evaluating the performances of the senior executives of the Company, setting
the remuneration packages for senior executives, and recommending to the Board the remuneration of the senior executives and
Non-executive Directors. The chairman of the Remuneration Committee is an Independent Director as are two thirds of the members.
Management may only attend Remuneration Committee meetings at the invitation of the Committee.

71
Nominations Committee
Dave Knott Jr (Chairman)
George Adams
Tom Avery
Ozey Horton
Paul Smart
Ranjan Tandon
The Nominations Committee is responsible for making recommendations on Director appointments. The majority of the members
of the Nominations Committee are Independent Directors.
In addition to the three permanent committees noted above, the Board establishes committees on an “as required” basis to address
specific issues that arise. The Board believes this enhances its effectiveness through closer scrutiny of specific issues.
In the event of a takeover, the Board’s protocols require the immediate formation of a subcommittee (the Takeovers Committee),
comprised of non-interested Non-executive Directors, which will have the authority to make binding decisions in respect of the takeover,
including:
• retaining independent legal and financial advisers;
• appointing an independent adviser for the purposes of the Takeovers Code;
• negotiating with the bidder;
• ensuring strict process separation and independence from interested Directors; and
• approving any announcements or communications relating to the potential transaction.
Attendance at Board and Committee Meetings
The table below shows Directors’ attendance at the Board and committee meetings during the year ended 31 March 2021.
BoardAudit Committee
Nominations
Committee
Remuneration
Committee
Number of meetings held4204
Dave Knott4n/a04
George Adams4204
Tom Avery4204
Ozey Horton4204
Paul Smart4204
Ranjan Tandon4n/a02
In addition to the formal Board and committee meetings held during the year, Directors regularly participate in discussions with
management on a variety of matters.

72
ArborGen Holdings Limited and Subsidiaries Annual Report 2021
Reporting and Disclosure
The Board should demand integrity in financial and non-financial reporting, and in the timeliness and balance of corporate
disclosures.
The Board focuses on providing accurate, adequate and timely information both to its shareholders and to the market generally. This
enables all investors to make informed decisions about the Company. All significant announcements made to NZX, and reports issued,
are posted on the Company’s website.
The Company has procedures in place to ensure that it complies with its continuous disclosure requirements under the NZX Listing
Rules. The Continuous Disclosure Policy governs the release to the market of all material information that may affect the value of the
Company.
Copies of the key governance documents, including the Continuous Disclosure Policy, Code of Conduct and Ethics, Securities Trading
Policy, Board and Committee Charters and Diversity and Inclusion Policy are available on the Company’s website.
https://www.arborgenholdings.com/governance-documents
Financial Information
The Board is ultimately responsible for ensuring the quality and integrity of the Company’s financial reports. To achieve this, the
Company has in place a structure to independently verify and safeguard the integrity of the Group’s reporting. The Audit Committee
constitutes a key component of this structure.
The Company Secretary is an independent role and is not held by the Chief Financial Officer. In all accounting and secretarial matters,
the Board ensures that the Secretary’s reports are objective and that the Secretary has unfettered access to the Chair and the Audit
Committee, without reference to the CEO.
For the financial year ended 31 March 2021, the directors believe that proper accounting records have been kept which enable, with
reasonable accuracy, the determination of the financial position of the Group and facilitate compliance with the Financial Reporting Act
1993. The Audit Committee has confirmed in writing to the Board that ArborGen’s external financial reports present a true and fair view
in all material aspects.
ArborGen’s full financial statements and half year results are available on ArborGen’s website.
Non-financial Information
Non-financial information is provided on a regular basis to shareholders to allow them to measure the progress of the company.
ArborGen discusses its strategic objectives and its progress against these in the Chair and CEO’s commentary in shareholder reports and
other market communications.
ArborGen’s aim is to care and protect the natural ecosystem and provide positive benefits for its people and communities, while
delivering robust financial performance and profitability for shareholders. The company has commenced a journey to identify ways to
measure and monitor its environmental and social impact. The Board believes this will help to improve all aspects of the business and
deliver positive benefits for all stakeholders.
Environmental and Social commentary has been provided in this year’s Annual Report.
Diversity
The Group is committed to providing equal employment opportunities and believes it is in compliance with this commitment. The
Company ensures its selection processes for recruitment and employee development opportunities are free from bias and are based on
merit and the Board has practices in place to ensure diversity and fairness within the organisation. The Company has a flexible working
programme that permits work/life balance.

73
ArborGen has a formal Diversity and Inclusion Policy which is published on our corporate website. The policy sets out how ArborGen
will set measurable objectives for achieving and maintaining diversity and inclusion, and how it will assess its progress towards achieving
these objectives. Current objectives include:
• the creation of a diversity and inclusion scorecard, which measures employee composition by gender, age and ethnicity, that is
prepared quarterly for the Board (or a designated committee) to review;
• the establishment of an education programme for employees on different diversity and inclusion topics, including unconscious bias,
bullying, harassment and inclusion in the workplace;
• conducting regular remuneration reviews (every two years) to ensure that there is pay equity at all levels of ArborGen to minimise
inadvertent discrimination that may affect retention and career progression;
• annual review and update of ArborGen’s human resources policies and employee handbook to promote the importance of diversity
and inclusion.
The Board is satisfied that the current objectives are in line with the Diversity and Inclusion Policy and with its progress towards
achieving those objectives. As measurable metrics for furthering diversity and inclusion are established, performance against these
agreed metrics will be referenced in subsequent annual reports.
The Remuneration Committee provides oversight of employment practices and HR processes and practices, and the Board is
comfortable that these are in line with the intent of the Diversity Policy.
As at 31 March 2021, five of the ArborGen Group’s senior executives were female, being the Company Secretary & Performance
Optimisation Director (ArborGen), the General Manager of ArborGen Brazil, VP Finance and Accounting (ArborGen Inc), Varietal
Manufacturing Director (ArborGen Inc) and the Finance Manager of ArborGen Australasia.
As at 31 March 2021, females represented 20% of Directors and Officers of the Company (31 March 2020: 20%).
The following table shows the gender split for ArborGen Holdings only as at 31 March 2021, as compared to the split for the previous
period ending 31 March 2020:
March 2021March 2020
WomenMenWomenMen
Board of Directors 060 6
Officers121
2
Remuneration
The remuneration of directors and executives should be transparent, fair and reasonable.
Director Equity Holdings
The Company believes it is appropriate to have Directors’ and executives’ remuneration aligned with the performance of the Company,
and that the ownership of ArborGen Holdings' shares is a good way of achieving this goal. Consistent with this policy, on 17 September
2018 (at the 2018 Annual Shareholders’ Meeting) shareholders passed a resolution approving the Non-Executive Directors Share Plan
(2018 Share Plan). Under the 2018 Share Plan, 1,666,050 new shares in the Company were issued to a trustee to be held on behalf of the
three independent Directors elected to the Board at that Shareholders’ meeting (Tom Avery, Ozey Horton, and Paul Smart, equally) until
the vesting terms are met. The shares vest, to each Director, in three equal tranches on the first, second and third anniversaries following
the date of issue (being 18 September 2018), provided that the Director remains a Director of the Company on the relevant anniversary
date (refer to notes 19 and 25 to the Financial Statements for more detail). The requisite vesting terms for the first and second tranches
were met on 18 September 2019 and 18 September 2020, respectively, and the corresponding ArborGen Holdings' shares were
transferred to each of Tom Avery, Ozey Horton and Paul Smart, equally.
On 17 September 2019 (at the 2019 Annual Shareholders’ Meeting) shareholders passed resolutions electing George Adams as an
independent Director of ArborGen Holdings and approving the issuance of NZ$150,000 of new shares to George Adams under the 2019
Non-Executive Directors Share Plan (2019 Share Plan). Under the 2019 Share Plan, 820,998 shares were issued to a trustee to be held
on behalf of George Adams. These shares will vest to George Adams in three equal tranches on the first, second and third anniversaries
following the date of issue (being 18 September 2019), provided George Adams remains a Director of the Company on the relevant
anniversary date (refer to notes 19 and 25 to the Financial Statements for more detail). The requisite vesting terms for the first tranche
were met on 18 September 2020, and the corresponding ArborGen Holdings' shares were transferred to George Adams.

74
ArborGen Holdings Limited and Subsidiaries Annual Report 2021
At 31 March 2021, Directors of the Company held the following relevant interests (as defined in the Financial Markets Conduct Act 2013)
in ArborGen shares:
NamePositionNumber of Shares
DM Knott / DM Knott JrChairman and Non-executive Director137,663,111
R TandonNon-executive Director86,108,419
TA Aver yNon-executive Director
(1)
555,350 (370,233 vested)
OK HortonNon-executive Director
(1)
555,350 (370,233 vested)
PR SmartNon-executive Director
(1)
555,350 (370,233 vested)
THG AdamsNon-executive Director
(2)
820,998 (273,666 vested)
(1) Shares issued in relation to the 2018 Share Plan.
(2) Shares issued in relation to the 2019 Share Plan.
The Company’s remuneration policies aim to attract and retain talented and motivated Directors and executives who will contribute to
enhancing the performance of the Company.
Non-executive Director Remuneration
The Company’s remuneration policy for Directors is to remunerate Directors at levels that are fair and reasonable in a competitive market
environment taking into account the skills, knowledge and experience required by the Company.
The remuneration earned, prior to any taxation liability, by Non-executive Directors of ArborGen for services in their capacity as Directors
during the twelve-month period ended 31 March 2021 was:
NameDirectors
Fees NZ$
Shares
Vested NZ$
(5)
Cash Tax
Payment NZ$
(5)
Total Remuneration
NZ$
DM Knott00
DM Knott Jr (Chairman)
(1)
11
R Tandon62,50062,500
TA Aver y
(3)
62,50050,00012,856125,356
OK Horton
(3)
62,50050,00012,856125,356
PR Smart
(2) (3)
91,00050,00012,856153,856
THG Adams
(4)
62,50050,00019,005131,505
To t a l341,00 1200,00057, 5 7 3592,425
(1) From 1 April 2020 Mr Knott reduced his fee to NZ $1.
(2) Mr Smart received an additional fee of NZ$28,500 as Chairman of the Audit Committee.
(3) Under the terms of the 2018 Rubicon Non-Executive Directors Share Plan on 18 September 2020 the second tranche of 555,350
shares vested to the three Directors (185,116 each) together with the cash tax payments.
(4) Under the terms of the 2019 Rubicon Non-Executive Directors Share Plan on 18 September 2020 the first tranche of 273,666 shares
vested to George Adams together with the cash tax payments.
(5) Represents the value of shares as accrued and the cash tax as paid in September 2020.
Non-executive Directors are not entitled to receive retirement payments.

75
Executive Director and Employee Remuneration
The Group's Remuneration Policy aims to attract, retain and incentivise employees in order to drive and enhance Company performance.
Performance incentive payments are determined by the Remuneration Committee and are calculated by measuring actual performance
outputs against target individual and/or Company objectives.
In accordance with Section 211 of the Companies Act, remuneration and other benefits (including performance benefits and all
redundancy payments) which in total exceeded NZ$100,000 per annum received by employees of ArborGen and its subsidiaries
(i.e. including ArborGen Inc. and its respective subsidiaries) in the period ended 31 March 2021 is summarised in the following table:
NZ$000
Number of
EmployeesNZ$000
Number of
Employees
100to11019220to2304
110to1209230to2401
120to1309240to2501
130to1405260to2701
140to1506290to3001
150to1605310to3201
160to1705320to3301
170to1804340to3502
190to2001360to3701
200to2101430to4401
210to2201540to550 *1
* Payments inclusive of redundancy and severance payments.
2021 and 2022 LTI Plans
In September 2019, the Board established a new share-based incentive scheme named the Rubicon Limited 2019 Omnibus Incentive
Scheme (the Omnibus Incentive Scheme) permitting the Board or the Remuneration Committee to grant various equity-based
awards (including stock options, stock appreciation rights, restricted stock units and other types of equity and cash awards) to officers,
employees and directors of the ArborGen Group. The Omnibus Incentive Scheme aims to align the interests of the Groups' officers,
employees and directors with those of the Company’s shareholders over the longer term.
In accordance with the terms of the Omnibus Incentive Scheme, in May 2020, the Remuneration Committee approved the FY2021 Long
Term Incentive Plan (2021 LTI Plan) allowing certain employees of the Company and its subsidiaries (Participants) to participate in the
2021 LTI Plan via the ArborGen Conditional Restricted Share Unit Agreement with Associated Cash Payments (the RSU Agreement).
Entry into a RSU Agreement was conditional on the cancellation of all incentive stock options granted to any participant pursuant to the
ArborGen Inc. 2010 Stock Option and Incentive Plan (as amended and restated on 3 August 2016).
In accordance with the 2021 LTI Plan and related RSU Agreements, if certain financial performance targets were met by the ArborGen
Group during the fiscal year ended 31 March 2021, restricted share units (RSUs) and conditional cash awards were required to be granted
to the Participants at no cost to the Participants. The number of RSUs and cash awards to be granted to each Participant depends
on the relevant business unit’s achievement of the performance targets, which relate to free cash flow before expansion, revenue and
EBITDA.
Provided Participants remain employed by the ArborGen Group on the relevant vesting dates, RSUs will vest in Participants as ordinary
shares in the Company (on a one-to-one ratio) and the cash awards will be transferred to Participants as follows:
• one third of the RSUs will vest and one-third of the cash awards will be paid, on the Performance Approval Date (being the date on
which the Remuneration Committee determines the extent to which the FY2021 performance targets have been met, and the number
of RSUs and cash awards to be granted);
• one third of the RSUs will vest and one-third of the cash awards will be paid on the first anniversary of Performance Approval Date; and
• one third of the RSUs will vest and one-third of the cash awards will be paid on the second anniversary of Performance Approval Date.

76
ArborGen Holdings Limited and Subsidiaries Annual Report 2021
Under the terms of the 2021 LTI Plan, only one employee met the target, and accordingly one-third of his respective RSUs and one-third
of his cash awards vested in June 2021. In June 2021, 127,315 of shares were issued to this Participant. The Remuneration Committee has
discretion whether to grant RSUs and cash awards to the remaining Participants and is currently still deliberating any further pay outs.
In June 2021, the Remuneration Committee approved the FY2022 Long Term Incentive Plan (2022 LTI Plan) allowing certain employees
of the Company and its subsidiaries (Participants) to participate in the 2022 LTI Plan. In accordance with the 2022 LTI Plan, if certain
financial performance targets are met by the ArborGen Group during the fiscal year ending 31 March 2022, restricted share units (RSUs)
and conditional cash awards will be granted to the Participants at no cost to the Participants. The number of RSUs and cash awards to
be granted to each Participant will depend on the relevant business unit’s achievement of the performance targets, which relate to free
cash flow before expansion, revenue and EBITDA. The maximum total value of the overall 2022 LTI Plan is $1 million (NZ$1.4 million).
The related RSU Agreements have not yet been prepared, nor have the number of RSUs been confirmed at this stage. The Board has
not yet approved the required resolutions confirming the number of RSUs to be issued.
CEO Remuneration
The base salary of ArborGen’s CEO, Andrew Baum, in the period was $392,016 (NZ$583,965) plus other medical and superannuation
benefits of $30,600 (NZ$45,583).
Mr. Baum is also a Participant of the 2021 LTI Plan and the 2022 LTI Plan. Mr Baum is entitled to receive a maximum of 1,831,663 RSUs
under the 2021 LTI Plan. The maximum total value of Mr Baum’s entitlement under the 2021 LTI Plan, subject to satisfaction of the
conditions, is $261,300 (NZ$423,500) (of which 80% will be RSUs and 20% will be in cash awards). The Remuneration Committee has
discretion whether to grant RSUs and cash awards to Participants and is currently still deliberating any further pay outs under the 2021
LTI Plan. In addition, Mr. Baum is entitled to receive a maximum of $261,300 (NZ$362,917) under the 2022 LTI Plan.
The CEO’s remuneration can be summarised as follows:
SalaryBenefitsSubtotal
Retention
PaymentPay for Performance
Total
Remuneration
Total Remuneration
NZ$
$ Paid
% of bonus
paid out
FY21392,
01630,600422,616
(1)
422,616629,549
(1)
FY20392,01630,000422,016375,000
(2)
797,0 1 61,230,343
FY19390,11331,600421,713 375,000
(2)
186,493100%983,2061,442,709
(1) Under the terms of the LTI Plan, only one employee met the target. The Remuneration Committee has discretion whether to grant
RSUs and cash awards to the remaining Participants and is currently still deliberating any further amounts or benefits to be paid to
Participants under the 2021 LTI Plan.
(2) Mr Baum received a retention payment totalling $375,000 (NZ$625,000) in each of FY19 and FY20 which related to a Long Term
Incentive and Retention Agreement and General Release of Claims executed in June 2017. This incentive and retention arrangement
was in connection with the acquisition of the respective holdings of International Paper Company and MeadWestvaco LLC in
ArborGen Inc. Pursuant to that agreement, Mr Baum was entitled to $750,000 payable in two equal instalments on 1 July 2018 and
1 July 2019.

77
Risk Management
Directors should have a sound understanding of the material risks faced by the issuer and how to manage them. The Board should
regularly verify that the issuer has appropriate processes that identify and manage potential and material risks.
ArborGen is committed to proactively managing risk. While this is the responsibility of the entire Board, the Audit Committee assists the
Board and provides additional oversight in regards to the risk management framework and monitoring compliance with that framework.
The Audit Committee carries out a robust risk assessment process which includes reviews with management and the independent
Auditor of significant risks and exposures of the Group, and assessments of risk mitigation steps taken by management to minimise
such risks. The Board receives regular reports of the material, emerging and existing risks from management.
The executive team and senior management are required to regularly identify the major risks affecting the business and develop
structures, practices and processes to manage and monitor these risks.
The Board is satisfied that ArborGen has in place a risk management process to effectively identify, manage and monitor ArborGen’s
principal risks. ArborGen maintains insurance policies that it considers adequate to meet its insurable risks.
Health and Safety
The health and safety of our employees, customers and suppliers is critical and essential for our success. We are committed to delivering
a safe workplace, and safety training is integral to our zero-harm goal. We monitor health and safety results, and measure senior
management against our zero-harm expectation. We operate safety education programmes and have other continuous programme
initiatives in place to keep our people safe at work. At our secure containment facilities, we have procedures designed to ensure
compliance with regulatory requirements in each of the jurisdictions in which we operate, including procedures to ensure employee
safety at those facilities.
Total Case Incident Rate (TCIR) for all ArborGen facilities in all geographies was 3.48. TCIR is defined as total number of recordable
injuries and illness cases per 100 full-time employees that a site has experienced in a given time frame.
Auditors
The Board should ensure the quality and independence of the external audit process.
The Board’s relationship with its external auditors is governed by the Audit Committee Charter. For the year ended March 2021, the
Company’s external Auditor was Deloitte. Deloitte was re-appointed under the Companies Act 1993 at the 2020 Annual Shareholders
Meeting. Consistent with best practice the audit partner is rotated at no greater than five yearly intervals.
A formal engagement letter with Deloitte clearly sets out the responsibilities of Deloitte in relation to the external audit of the Group’s
financial statements and financial systems. As part of the external audit process, Deloitte provide feedback on internal processes and
functions. The Board facilitates full and frank communication between the Audit Committee, Deloitte and management. Deloitte
attends all Audit Committee meetings and has sessions, at least semi-annually, with the Audit Committee without management in
attendance.
The Audit Committee is satisfied that the independence of Deloitte is not compromised by any relationship between Deloitte and
ArborGen or any related party or as a result of any non-audit services provided by Deloitte, and has obtained confirmation from Deloitte
to this effect.
The Audit Committee, together with the Company’s management, monitor the performance of Deloitte to ensure that the services
being provided to the Company are of the highest standard, relevant, timely and cost effective. Please refer to page 70 for details on the
structure and role of the Audit Committee.
Representatives from Deloitte attend the annual meeting each year where they are available to answer questions from shareholders.
ArborGen has a number of internal controls overseen by the Audit Committee, including controls for treasury, delegated authority, and
prevention and identification of fraud. ArborGen does not have a dedicated Internal Auditor role.

78
ArborGen Holdings Limited and Subsidiaries Annual Report 2021
Shareholder Relations
The Board should respect the rights of shareholders and foster constructive relationships with shareholders that encourage them
to engage with the issuer.
The Board is committed to promoting good relations with the shareholders through:
• communicating effectively with them;
• giving them ready access to information about the Company, its goals, strategies, governance and performance through its website;
and
• facilitating participation at shareholder meetings. The Company has a formal continuous disclosure policy in place and the Company
regularly communicates to the market to ensure compliance with the NZX Rules on continuous disclosure.
The Company’s website (www.arborgenholdings.com) includes the following information:
• Annual and Interim Reports;
• disclosures made to the stock exchange;
• press releases; and
• corporate governance documents.
Shareholders are encouraged to attend the Annual Shareholder Meeting and may raise matters for discussion at this event. The ASM
is streamed live and is accessible worldwide. All written communications and reports are available on the Company’s website, as well
as emailed to shareholders who elect to be emailed.
In accordance with the NZX Listing Rules, shareholders have the right to vote on major decisions which may change the nature of the
Company. Each shareholder has one vote per share and voting is conducted by polls.
The notice of the Annual Meeting is announced on the NZX, sent to shareholders and posted on to the Company’s website at least
20 working days prior to the meeting each year.
All shareholders are given the option to elect to receive electronic communications from the Company.
The Board respects the interests of stakeholders within the context of the Company’s ownership type and its fundamental purpose.
ArborGen is strongly committed to meeting its legal and other obligations to stakeholders such as employees, shareholders, and
suppliers.

79
Interests Register
Directors’ certificates to cover entries in the Interests Register made during the twelve-month period ended 31 March 2021 in respect
of remuneration, dealing in the Company’s securities, insurance and other interests have been separately disclosed as required by the
New Zealand Companies Act 1993.
Directors’ Interests
The following are particulars of general disclosures of interest given by the Directors of the Company as at the date of this report
pursuant to section 140(2) of the Companies Act 1993:
Relationship
DM Knott
Knott Partners, LPManaging Member
Knott Family FoundationPresident
DM Knott Jr
Knott Partners, LPCEO and Chief Investment Manager and Executive Managing Member
DRS Holdings, LLCBoard Member
The HiGro Group, LLCAdvisory Board
Knott Family FoundationSecretary
Tenon Clearwood Limited PartnershipAdvisory Board Member
THG Adams
Apollo Foods LimitedExecutive Chairman and shareholder
Cavalier Corporation LimitedChairman
CompetenzChairman
Insightful Mobility LimitedChairman and shareholder
Mix Global Holdings LimitedChairman
Netlogix Group HoldingsChairman
New Zealand Frost Fans LimitedChairman
Tegel Group Holdings LimitedDirector
TA Ave r y
CRA International IncDirector and shareholder
KIPP Metro AtlantaDirector
PowerUP ScholarshipDirector
Razorhorse CapitalAdvisory Board Member
Southeast Pet IncAdvisory Board Member
OK Horton
Al Dabbagh GroupAdvisory Board Director
Louisiana-Pacific CorporationDirector and shareholder
Worthington Industries, IncDirector and shareholder
Spoleto Festival, USABoard member
MUSC Hollings Cancer CenterAdvisory Board Member
Liberty Fellowship FoundationMentor
PR Smart
Argus Fire Systems Service LimitedDirector
Bellbird TrustTrustee
Geo40 LimitedDirector and Chair Audit Committee
MHM Automation LimitedDirector and Chair Audit Committee
Saddleback TrustTrustee and beneficiary
Sunrise Consulting LimitedDirector
R Tandon
Libra Advisors LLCFounder and Managing Member
Vostok Emerging Finance LtdDirector
NYU Tandon Engineering SchoolDirector
Tenon Clearwood Limited PartnershipAdvisory Board Member
During the twelve-month period ended 31 March 2021 Directors advised the following resignations:
Relationship
PR Smart
SolarZero LimitedDirector

80
ArborGen Holdings Limited and Subsidiaries Annual Report 2021
Dealings in Company Securities
There has been no trading in ArborGen Holdings' shares by Directors and Senior Officers during the twelve-month period ended 31
March 2021 other than other than vesting of shares under the Non-Executive Directors' Share Plans and the issuance of shares under
the Executive Fixed Trading Plan:
• 555,348 shares vested to TA Avery, OK Horton and PR Smart (in equal shares) pursuant to the Non-Executive Directors Share Plan,
as detailed in Notes 19 and 25 of this Annual Report;
• 273,666 shares vested to THG Adams pursuant to the 2019 Non-Executive Directors' Share Plan, as detailed in notes 19 and 25 of
this Annual Report; and
• 216,347 new shares issued to AM Baum pursuant to the Executive Fixed Trading Plan as detailed in notes 19 and 25 of this Annual
Report.
Directors’ and Officers’ Indemnity and Insurance
In accordance with section 162 of the Companies Act 1993 and the constitution of the Company, the Company has given indemnities
to, and has effected insurance for, Directors and executives of ArborGen and its related companies which indemnify and insure Directors
and executives against monetary losses as a result of actions or omissions by them in the course of their duties. The Company shall
maintain insurance cover for the Directors and executives for a period of seven years following the date the Director or executive has
ceased to be a Director or executive of the Company. Excluded from the indemnity are actions of criminal liability or breach of the
Director’s duty to act in what they believe to be the best interests of the Company.
Donations
During the twelve-month period ended 31 March 2021, the total amount of donations made by ArborGen and its subsidiaries was $5,148
(2020: nil).
Credit Rating
ArborGen has not sought a credit rating.
Subsidiary Company Directors
Section 211(2) of the Companies Act 1993 requires the Company to disclose in relation to directors and former directors of its subsidiaries,
amongst other things, the total remuneration and value of other benefits received by them, and particulars of interest register entries
made by them during the twelve-month period ended 31 March 2021. No employee of an ArborGen Group company appointed as a
director of any wholly-owned subsidiary receives any remuneration or other benefits in that role. The remuneration and other benefits of
employees are disclosed elsewhere in this Annual Report. No director of any subsidiary receives any remuneration or other benefits as a
director. The following persons held office as directors of subsidiary companies as at 31 March 2021, or in the case of those persons with
the letter (R) after their name, ceased to hold office during the period:
Rubicon Forests Holdings LimitedDM Knott Jr, PR Smart
Rubicon Industries USA LLCDM Knott, DM Knott Jr, R Tandon,
ArborGen IncAM Baum, DM Knott Jr, R Tandon, TA Avery,
OK Horton, PR Smart, THG Adams
ArborGen Comercio de Produtos Florestais
Importacao e Exportacao LTDAG Bassa
ArborGen Technologia Florestal LTDAG Bassa
ArborGen New Zealand Holdings, LLCAM Baum
ArborGen New Zealand UnlimitedAM Baum, G Mann
ArborGen Australia Holdings Pty LtdAM Baum, G Mann, A Frees
ArborGen Australia Pty LtdAM Baum, G Mann, A Frees

81
Shareholder Information
The Company’s shares are listed on the Main Board of NZX Limited. The 20 shareholders of record with the largest holdings of shares
at 30 April 2021 were:
Number of shares% of shares
New Zealand Central Securities Depository Limited341,858,31168.42
JBWere (NZ) Nominees Limited25,
000,0005.00
Sky Hill Limited1 7, 7 4 1 , 0 4 33.55
The Tai Shan Foundation – F Pearson & S Pearson7, 4 7 8 ,
0901.50
Fletcher Brothers Limited5,6 4 9,7 3 11.13
S Moriarty5,320,
0001.06
M Taylor3,680,
0000.74
Moriarty Superannuation Fund – S & D Moriarty2,710,1240.54
The So Proud a/c – S Godfrey, D Toothill & M Godfrey2,639,0270.53
New Zealand Depository Nominee Limited2,331,8740.4 7
Y Chiam & S Boey2,241,9370.4 5
P Bradfield1,722,
0000.3 4
G Simms1,675,
0000.3 4
M Teulon & E Quigley1,540,4670.3 1
B Tyler1,500,
0000.30
Wallace Family a/c – S Wallace & Offen Advisors Trustees Limited1,25
0,0000.2 5
F Pearson1,235,
0000.2 5
P Hill1,191,6100.24
Taylor Superannuation Fund – M & L Taylor1,093,2340.2 2
Circada Limited1,
000,0000.20
To t a l428, 8 5 7, 4 4885.84
New Zealand Central Securities Depository Limited provides a custodial depository service, which allows electronic trading of securities
to its members, and does not have a beneficial interest in these shares. Its holders of ArborGen shares at 30 April 2021 were:
Number of shares% of shares
HSBC Nominees (New Zealand) Limited1 67,7
04,863 33.5 7
Citibank Nominees (New Zealand) Limited132,343,232 26.48
Accident Compensation Corporation 32,60 1,93 3 6.5 3
Public Trust 5,
000,000 1.00
BNP Paribas Nominees (NZ) Limited3,014,985 0.60
National Nominees Limited752,45 5 0.1 5
JPMorgan Chase Bank NA NZ Branch - Segregated Clients 440,843 0.09
To t a l341,858,311 68.42

82
ArborGen Holdings Limited and Subsidiaries Annual Report 2021
Distribution of Shareholders and Holdings as at 30 April 2021
Number of shareholders Number of shares
Size of holdingNumber%Number%
1-9991,86032.5 11,231,6770.2 5
1,000–9,9993,1 3 554.808,32
0,6961.67
10,000–49,9994598.029,2
09,8211.84
50,000–99,999911.596,
089,2241.2 1
100,000 and over1763.08474,7
60,32095.03
To t a l
(1)
5,721100.00499,611,738100.00
Domicile of Shareholders and Holdings as at 30 April 2021
Number of shareholders Number of shares
Number%Number%
New Zealand4,70 182. 17473,
044,83694.6 8
Australia61110.682,
092,4270.4 2
United Kingdom1522.6618,
409,9933.68
United States of America1402.453,031,9390.6 1
Other1172.043,032,5430.6 1
Total
(1)
5,7 2 1100.00499,61 1 ,738100.00
Substantial Product Holders
According to notices that have been provided under the Financial Markets Conduct Act 2013, as at 31 March 2021 the following were
substantial product holders in the Company. In terms of the Act, the number of shares and percentages shown below are as last advised
by the substantial product holder and may not be their current holdings.
Substantial product holder
Number of
voting securities
% of voting
securitiesDate of notice
David Knott
(a)
115,583,1 6 228.25623 August 2016
(2)
Libra Fund LP / Ranjan Tandon86,108,4 1 917.6483 July 2017
(1)
Accident Compensation Corporation32,221,0006.6044 January 2018
(1)
Irvin Kessler25,000,000 5.1 243 January 2018
(1)
Bank of New Zealand
(b)
25,000,000 5.1 248 January 2018
(1)

83
The following substantial product holder notices have been received (which are included in the substantial product holder notices
disclosed above);
Substantial product holder
Number of
voting securities
% of ArborGen
voting securitiesDate of notice
(a)Mr Knott has disclosed he holds a relevant interest in ArborGen shares held by:
Dorset Management Corporation105,679,65725.83523 August 2016
(2)
Knott Partners, L.P. (i)82,51 1,22620.1 7 113 June 2014
(2)
(i) Dorset Management Corporation has entered into an investment management agreement with Knott Partners, L.P. pursuant to
which Dorset Management Corporation has discretion over the acquisition, disposition and voting of the securities held by Knott
Partners, L.P. David Knott is the sole shareholder, Co-Director and Co-President of Dorset Management Corporation. Dave Knott
Jr is a Co-Director and Co-President of Dorset Management Corporation.
(b) In their substantial product holder notice the Bank of New Zealand stated “Conditional power to control the disposal of the financial
product. The relevant interest only arises from the powers of investment contained in an investment management contract for Bank
of New Zealand’s portfolio execution service.”
The total number of issued voting securities at 31 March 2021 was 499,611,738. All of the references to voting securities in this section
are to the Company’s ordinary shares.
(1) The total number of shares on issue at date substantial product holder notice was received was 487,908,343.
(2) The total number of shares on issue at date substantial product holder notice was received was 409,051,378.
NZX Waivers
No NZX waivers were granted to the Company by NZX, or otherwise relied upon by the Company, under the NZX Listing Rules during
the period from 1 April 2020 to 31 March 2021.

84
ArborGen Holdings Limited and Subsidiaries Annual Report 2021
Registered Office
Suite 107, 100 Parnell Road,
Auckland 1052, New Zealand
PO Box 68 249, Wellesley Street,
Auckland 1141, New Zealand
Telephone: +64 9 356 9800
Email: info
@
arborgenholdings.com
Auditor
Deloitte Limited
Solicitors
Bell Gully
(1) In February 2017, Mr DM Knott appointed Mr DM Knott Jr by notice in writing as his alternate director.
The remaining directors unanimously approved the appointment of Mr DM Knott Jr in that role.
(2) Substantial product holders.
Directory
Share Registry
Computershare Investor Services Limited
Private Bag 92119,
Auckland 1142, New Zealand
Ph: +64 9 488 8777
Fax: +64 9 488 8787
Email: enquiry
@
computershare.co.nz
Website: www.computershare.co.nz
Website
www.arborgenholdings.com
Directors
David Knott / Dave Knott Jr, Chairman (USA)
(1)(2)

George Adams, Independent Director (NZ)
Ozey Horton, Independent Director (USA)
Paul Smart, Independent Director (NZ)
Ranjan Tandon (USA)
(2)

Tom Avery, Independent Director (USA)

www.arborgenholdings.com