Disclosure of Senior Managers Relevant Interest

Ongoing Disclosure Notice
Disclosure of Directors and Senior Managers Relevant Interests
Sections 297(2) and 298(2), Financial Markets Conduct Act 2013
To NZX Limited; and
Name of listed issuer:
ArborGen Holdings Limited
Date this disclosure made:
15 July 2021
Date of last disclosure:
27 July 2020
Director or senior manager giving disclosure
Full name(s):
John Ashley Pait, III
Name of listed issuer:
ArborGen Holdings Limited
Name of related body corporate (if applicable):
N/A
Position held in listed issuer:
Vice President, Sales & Marketing
Summary of acquisition or disposal of relevant interest (excluding specified derivatives)
Class of affected quoted financial products:
ARB Ordinary Shares
Nature of the affected relevant interest(s):
Right to acquire restricted share units (RSUs)
convertible into ARB Ordinary Shares, subject to the
vesting criteria being met
For that relevant interest-
Number held in class before acquisition or disposal:
RSUs: up to 794,906
Ordinary Shares: Nil
Number held in class after acquisition or disposal:
RSUs: 423,950
Ordinary Shares: 211,975
Current registered holder(s):
N/A
Registered holder(s) once transfers are registered:
John Pait
Summary of acquisition or disposal of specified derivatives relevant interest (if applicable)
Type of affected derivative:
N/A
Class of underlying financial products:
N/A
Details of affected derivative-
The notional value of the derivative (if any) or the notional amount of underlying
financial products (if any):
A statement as to whether the derivative is cash settled or physically settled:
Maturity date of the derivative (if any):
Expiry date of the derivative(if any):
The price specified in the terms of the derivative (if any):
Any other details needed to understand how the amount of the consideration
payable under the derivative or the value of the derivative is affected by the value
of the underlying financial products:
For that derivative,-
Parties to the derivative:
If the director or senior manager is not a party to the derivative, the nature of the
relevant interest in the derivative:

Details of transactions giving rise to acquisition or disposal
Total number of transactions to which notice relates: 1
Details of transactions requiring disclosure-
Date of transaction:9 July 2021
Nature of transaction:
Entry into Conditional Restricted Share Unit Agreement
(RSU Agreement) to receive ArborGen RSUs, subject
to ArborGen's achievement of certain financial
performance hurdles in accordance with the ArborGen
2021 LTI Plan.
635,925 RSUs were awarded in July 2021 pursuant to
the RSU Agreement. The RSUs will vest as ARB
Ordinary Shares in three equal tranches on three
separate vesting dates, provided that the holder of the
RSU remains employed by the ArborGen group on the
applicable vesting date. On 9 July 2021, the first
tranche of 211,975 vested as ARB Ordinary Shares.
Name of any other party or parties to the transaction (if known):N/A
The consideration, expressed in New Zealand dollars, paid or received for the
acquisition or disposal. If the consideration was not in cash and cannot be readily
by converted into a cash value, describe the consideration:
No cash consideration is payable for the RSUs
awarded or the Ordinary Shares vested. The
consideration for the RSUs is the services to be
rendered by the participant over the 2021 LTI Plan
period.
Number of financial products to which the transaction related: 211,975 Ordinary Shares
If the issuer has a financial products trading policy that prohibits directors or
senior managers from trading during any period without written clearance (a
closed period) include the following details—
Whether relevant interests were acquired or disposed of during a closed period:No
Whether prior written clearance was provided to allow the acquisition or disposal to
proceed during the closed period:
N/A
Date of the prior written clearance (if any):
N/A
Summary of other relevant interests after acquisition or disposal:
Class of quoted financial products:N/A
Nature of relevant interest:N/A
For that relevant interest,-
Number held in class:N/A
Current registered holder(s):N/A
For a derivative relevant interest,-
Type of derivative:N/A
Details of derivative,-
The notional value of the derivative (if any) or the notional amount of underlying
financial products (if any):
A statement as to whether the derivative is cash settled or physically settled:
Maturity date of the derivative (if any):
Expiry date of the derivative (if any):
The price's specified terms (if any):
Any other details needed to understand how the amount of the consideration
payable under the derivative or the value of the derivative is affected by the value
of the underlying financial products:
For that derivative relevant interest,-
Parties to the derivative:
If the director or senior manager is not a party to the derivative, the nature of the
relevant interest in the derivative:

Certification
I, certify that, to the best of my knowledge and belief, the information contained in
this disclosure is correct and that I am duly authorised to make this disclosure by
all persons for whom it is made.
Signature of director or officer:
Date of signature:
or
Signature of person authorised to sign on behalf of director or officer:
Date of signature:
16 July 2021
Name and title of authorised person:
Sharon Ludher-Chandra, Company Secretary