ArborGen Holdings Limited 2021 Annual Shareholders’ Meeting

To: NZX From: Sharon Ludher-Chandra


Further information on ArborGen Holdings Limited can be viewed at our web site http://www.arborgenholdings.com


2021 Annual Shareholders’ Meeting

20 July 2021
ArborGen Holdings Limited (NZX:ARB) is pleased to advise that the company’s Annual
Shareholder Meeting will be held at the Ellerslie Event Centre, Ellerslie Racecourse, 100 Ascot
Avenue, Remuera, Auckland in the Remuera Room, Level 1, The Ellerslie Stand and online via
Lumi at www.web.lumiagm.com on Thursday 19 August 2021 at 10:30am.



ArborGen
ArborGen is the largest commercial global seedling supplier and a leading provider of advanced genetics, for the
forest industry. Employing state-of-the-art technology, ArborGen is developing high-value products that significantly
improve the productivity of a given acre of land by enabling our customers to grow trees that yield more wood per
acre with greater consistency and quality in a shorter period of time. For more information, please visit ArborGen’s
website at www.arborgen.com.

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Voting / Appointment of Proxy Form
Accompanying this document is a voting / appointment of proxy form to enable you to vote on the resolutions either by:
• attending the Annual Meeting;
• lodging a postal vote; or
• appointing a proxy to vote at the Annual Meeting.
If you do not plan to attend the Annual Meeting you are encouraged to complete and return the enclosed voting / appointment

of proxy form as soon as possible or lodge your postal vote / proxy online.
Important Dates
5:00pm, Sunday 15 August 2021 Record Date for voting entitlements for the Annual Shareholders’ Meeting
10:30am, Tuesday 17 August 2021 Latest time for online lodgement / receipt of postal votes and proxy forms
10:30am, Thursday 19 August 2021 Annual Meeting of Shareholders
All dates / times are given in New Zealand time.
Business of the Meeting
i. Chairman’s introduction
ii. Operational review
iii. Shareholder questions
iv. Resolutions
Shareholders will be asked to consider and, if thought appropriate, pass ordinary resolutions on the following matters:
Election of Directors
1. David Knott Jr is currently the alternate director for David Knott. David Knott will retire at the end of the shareholders’ meeting
and as a result David Knott Jr will cease to be his alternate. David Knott Jr is eligible and offers himself for election. A biography of
David Knott Jr is contained in Explanatory Note 1.
Re-election of Directors
2. That Thomas Avery be re-elected as a Director of the Company. In accordance with the Company’s Director rotation requirements,
Mr Avery retires as a Director at the meeting and is eligible and offers himself for re-election. A biography of Mr Avery

is contained in Explanatory Note 2.
3. That Ozey Horton be re-elected as a Director of the Company. In accordance with the Company’s Director rotation requirements,
Mr Horton retires as a Director at the meeting and is eligible and offers himself for re-election. A biography of Mr Horton

is contained in Explanatory Note 3.
Auditor’s Remuneration
4. To authorise the Directors to fix Deloitte’s fees and expenses as the Company’s auditor for the year ending 31 March 2022.

See Explanatory Note 4.
PROCEDURAL NOTES
a. Each of Resolutions 1 - 4 is an ordinary resolution and must be passed by a simple majority of the votes of those shareholders
entitled to vote and voting on the resolutions.
b. David Knott Jr (including Dorset Management Corporation) and Ranjan Tandon (including Libra Fund LP), who collectively hold
44.6% of the shares on issue, have confirmed they intend to vote in favour of all resolutions.
c. The persons who will be entitled to vote on the resolutions at the Annual Meeting are those persons who are recorded on the
register as shareholders at 5:00pm on 15 August 2021 (Record Date).
d. The accompanying voting / appointment of proxy form should be used to vote on the resolutions. You can participate by postal
vote, by proxy, or by casting your vote in person at the Annual Meeting.
e. A shareholder that is entitled to attend and vote at the Annual Meeting is entitled to appoint a proxy (or a representative in the case
of a corporate shareholder) to attend and vote on their behalf. The proxy does not need to be a shareholder of the Company.
Notice of 2021 Annual Shareholders’ Meeting
Notice is hereby given that the Annual Meeting of ArborGen Holdings Limited shareholders will be held at the Ellerslie Event
Centre, Ellerslie Racecourse, 100 Ascot Avenue, Remuera, Auckland in the Remuera Room, Level 1, The Ellerslie Stand

and online via Lumi at www.web.lumiagm.com on Thursday 19 August 2021 at 10:30am.
If the Company is prevented from being able to hold the Annual Meeting in person on the Meeting Date as a result of COVID-19
restrictions, shareholders will only be able to join the meeting online at www.web.lumiagm.com. When participating online,
shareholders will require their shareholder number, found on the enclosed proxy form, for verification purposes.
To view and listen to the webcast please visit:
www.web.lumiagm.com, meeting ID 395-477-121 or www.arborgenholdings.com

EXPLANATORY NOTES
Election of Directors
1. Resolution 1 – Election of David Knott Jr
Ordinary resolution - “That David Knott Jr be elected as a Director of the Company.”
Non-Independent Director
The Board considers that, if elected, David will not qualify as an independent director for the purposes of the NZX Listing Rules.

If elected it is also proposed that David will act as Chairman of the board of directors.
BA University of North Carolina at Chapel Hill
David is the CEO, 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. David
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.
2. Resolution 2 – Re-election of Thomas Avery
Ordinary resolution - “That Thomas Avery be re-elected as a Director of the Company.”
Independent Director
The Board considers that, if re-elected, Thomas will qualify as an independent director for the purposes of the NZX Listing Rules.
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.
3. Resolution 3 – Re-election of Ozey Horton
Ordinary resolution - “That Ozey Horton be re-elected as a Director of the Company.”
Independent Director
The Board considers that, if re-elected, Ozey will qualify as an independent director for the purposes of the NZX Listing Rules.
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.
4. Resolution 4 – Auditor’s Remuneration
Ordinary resolution: “To authorise the Directors to fix Deloitte’s fees and expenses as the Company’s auditor for the year ending

31 March 2022.”
Deloitte is automatically re-appointed at the Annual Meeting as auditor of the Company by virtue of section 207(T) of the

New Zealand Companies Act 1993 (the “Companies Act”). The proposed ordinary resolution is required to authorise the Directors of
the Company to fix Deloitte’s fees and expenses for the following year for the purposes of section 207(S) of the Companies Act.
The Directors recommend that shareholders vote to approve Resolution 4.
PROCEDURAL NOTES continued
f. You may appoint the Chair of the meeting or any Director as your proxy if you would like. The Chair of the meeting and the Directors
confirm that they will vote in favour of resolutions marked “Proxy Discretion”, even if they have an interest in the outcome of the
resolution.
g. If, in appointing your proxy, you do not name a person to be your proxy or your named proxy does not attend the meeting, the
Chair of the meeting will be appointed as your proxy and may only vote in accordance with your express direction, including “Proxy
Discretion” (subject to any voting restrictions).
h. A shareholder may cast a postal vote instead of attending the meeting in person or appointing a proxy to attend. Sharon

Ludher-Chandra, the Company Secretary, has been authorised by the Board to receive and count postal votes.
i. A shareholder can elect to lodge their proxy appointment or postal vote online as per the instructions in the Voting / Appointment

of Proxy form.
By Order of the Board
Auckland Sharon Ludher-Chandra
New Zealand Company Secretary
14 July 2021 ArborGen Holdings Limited

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2021 Annual Shareholders’ Meeting
Voting
RESOLUTIONS
Signed: Date:
Signed: (Joint holders should all sign)
Shareholders should tick only one box for each resolution otherwise their vote will be treated as an abstention in respect of that resolution.
Appointment of Proxy
I/We (full name)
of the address above and being a shareholder(s) of ArborGen Holdings Limited
fo hereby appoint
(full name of proxy)
(full name of proxy)
(full address)
(full address)
fo or failing him/her

Signed: Date:
Signed: (Joint holders should all sign)
(please tick the appropriate box)
ForAgainstAbstainProxy Discretion

as my/our proxy to vote for me/us on my/our behalf on the resolutions set out in the Notice of Meeting and on any other matters appropriately put to
the 2021 Annual Shareholders’ Meeting of ArborGen Holdings Limited to be held on Thursday 19 August 2021 at the Ellerslie Event Centre, Ellerslie
Racecourse, 100 Ascot Avenue, Remuera, Auckland in the Remuera Room at 10:30am, and at any adjournment or postponement of that meeting so as to
give effect to my/our intention as set out above.
If you tick the For, Against or Abstain boxes of the “Voting” section of this form you are directing your proxy to vote in the manner indicated.
If you tick the Proxy Discretion box in the “Voting” section of this form, your proxy may vote as he or she thinks fit. If you do not tick one of the For,
Against, Abstain or Proxy Discretion boxes for each resolution then your vote will be treated as an abstention in respect of that resolution.
1. To elect David Knott Jr as a Director of the Company.
2. To re-elect Thomas Avery as a Director of the Company.
3. To re-elect Ozey Horton as a Director of the Company.
4. To authorise the Directors to fix Deloitte’s fees and expenses as the Company’s
auditor for the year ending 31 March 2022.
To be held at the Ellerslie Event Centre, Ellerslie Racecourse, 100 Ascot Avenue, Remuera, Auckland in the
Remuera Room, Level 1, The Ellerslie Stand and online via Lumi on Thursday 19 August 2021 at 10:30am.
To view and listen to the webcast please visit www.web.lumiagm.com, meeting ID 395-477-121
or www.arborgenholdings.com.
If you wish to attend the meeting please bring this admission card and form intact.
If you are not attending the meeting and would like to either cast a postal vote or nominate a person to act as your
proxy, please complete the appropriate sections below and post or fax this form so that it is received by Computershare
Investor Services no later than 10:30am, 17 August 2021 (New Zealand time). You can also cast a postal vote or appoint
a proxy online (see instructions below and overleaf).

Voting Instructions
You may cast your vote in one of four ways:
• online – see instructions on the right
• by personally attending the meeting;
• by appointing a proxy to attend the meeting; or
• by making a postal vote.
ONLINE LODGEMENT
Lodge your postal vote or appoint your proxy online, 24 hours a day, 7 days a week.
Using your smartphone, scan the QR code overleaf to vote now.
Using a computer, visit www.investorvote.co.nz
PLEASE NOTE: You will need the control number, your CSN/Security holder Number and
postcode or country of residence (if outside New Zealand) to securely access InvestorVote and
then follow the prompts to lodge your postal vote or appoint your proxy online.
For your online proxy or postal vote to be effective, it must be received by 10:30am,
Tuesday 17 August 2021 (New Zealand time).

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ArborGen Holdings Limited
c/- Share Registrar
Computershare Investor Services Limited
Private Bag 92119
Auckland 1142
New Zealand
FreePost Authority No. 156689
NO POSTAGE REQUIRED
IF POSTED IN NEW ZEALAND
If you wish to attend the 2021 Annual Meeting, please bring this form with you to the meeting.
If you wish to appoint a proxy, please complete the “Appointment of Proxy” and “Voting” sections of this form and post or fax the whole form to
Computershare Investor Services or lodge online*. Please note:
• You should direct your proxy (who need not be a shareholder of the Company) as to how to vote on the resolutions by indicating your
voting preferences in the boxes provided in the voting section of this form.
• If you wish, you may appoint as your proxy “The Chair of the Meeting” or any Director. If you appoint the “Chair of the Meeting”, your proxy
for each resolution will be exercised by the Chair presiding at the time the resolution is voted on. The “Chair of the Meeting” and the
Directors have confirmed that they will vote any discretionary proxies held by them in favour of resolutions 1 to 4.
• If, in appointing your proxy, you do not name a person to be your proxy or your named proxy does not attend the meeting, the Chair will be
appointed as your proxy and will vote in accordance with your express direction, including “Proxy Discretion” (subject to any voting prohibitions).
• You may still participate in the meeting even if you have appointed a proxy (but will not be able to vote if a proxy has been appointed).
If you wish to cast a postal vote, please indicate your vote preferences in the “Voting” section of this form and post or fax the whole form to
Computershare Investor Services or lodge online*.
* This form and the power of attorney or other authority, if any, under which it is signed, or a copy of that power of attorney (unless otherwise deposited with the Company)
and a signed certificate of non-revocation of the power of attorney must be deposited at Computershare Investor Services, either by fax to +64-9-488 8787, or by mail
to the address on this form, no later than 10:30am on Tuesday 17 August 2021 (New Zealand time).
Signing Instructions:
This form must be signed by the shareholder/s or his/her attorney duly authorised in writing, or, if the shareholder is a company, by an officer or
attorney duly authorised. Joint holders and Trustees should all sign this form.
If your proxy will be attending the meeting remotely, please ensure that you provide their contact details (phone and email address). If this
information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact details (phone): and (email):
Voting Instructions continued

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VOTING AT A GLANCE
STEP 1
Open Lumi AGM and enter the
Meeting ID shown in top right
corner
STEP 2
Enter your username and
password (CSN/Holder Number
and postcode)
STEP 3
When the poll is opened,
click and select your
desired voting direction
Virtual meetings are accessible on both desktop and mobile devices. In order to participate remotely you will need to visit
web.lumiagm.com on your desktop or mobile device. You will need to ensure that your browser is compatible — Lumi AGM supports the
latest versions of Chrome, Safari, Internet Explorer, Edge and Firefox.
If you have any questions, or need assistance with the online process, please contact Computershare on +64 9 488 8777 between 8.30am
and 5.00pm Monday to Friday (New Zealand time).
VIRTUAL MEETING GUIDE
NEW ZEALAND RESIDENTS
Username (CSN or Holder number) and
password (postcode).
APPOINTED PROXIES
A username and password will be
provided prior to the meeting.
If you have not received your username
and password, please contact
Computershare on +64 9 488 8777
between 8.30am—5.00pm Monday to
Friday (New Zealand time).
MEETING ID
395-477-121
Remote entry to the Annual Meeting will open at 10.00AM NZT
on Thursday 19 August 2021, with the meeting commencing at
10.30AM NZT.
OVERSEAS RESIDENTS
Username (CSN or Holder Number);
and Password (three-character ISO3
country code) e.g. AUS is the ISO3 code
for Australia.
You can find a full list at
www.computershare.com/iso3
LOGGING IN
To log in, you must have the following information (which can be found on your Shareholder’s Voting and Proxy Form) or you can log in as
a guest if you are not a shareholder in ArborGen Holdings Limited. Please note, if you have logged in as a guest you will not be able to ask
any questions or vote.

USING LUMI AGM
ACCESSING THE VIRTUAL MEETING
Once you have entered web.lumiagm.
com into your internet browser, you’ll
be prompted to enter the Meeting ID
and accept the terms and conditions.
You will then be required to enter your:
>username (CSN or Holder number);
>password (postcode, or country code
for overseas residents)
NAVIGATING LUMI AGM
When successfully authenticated, the
info screen will display.
You can view meeting information, ask
questions and watch the webcast.
If you would like to watch the webcast,
press the broadcast icon at the
bottom of the screen.
WATCHING THE WEBCAST
To watch the webcast, click the black
broadcast bar on screen and push
the ► button to start the webcast.
The video and/or slides will appear
shortly after (dependent on the speed
of your internet connection).
ASKING QUESTIONS
Any shareholder or appointed proxy/
representative attending the meeting
is eligible to ask questions. If you would
like to ask a question, select then
type and submit your question. It will be
sent to the board for an answer.
Please note that not all questions may
be able to be answered during the
meeting. In this case, questions will be
followed up by email after the meeting.
VOTING IN LUMI AGM
Once the poll has been opened, will
appear on the navigation bar at the
bottom of the screen—from here, the
resolution and voting choices will be
displayed.
To vote, simply select your voting
direction from the options shown on
screen. To change your vote, simply
select another direction—you can cancel
your vote by clicking ‘Cancel’.
NAVIGATING LUMI AGM - DESKTOP
When successfully authenticated, the
info screen will display.
You can view meeting information, ask
questions and watch the webcast.
If you would like to watch the webcast,
press the ► button to start the
webcast.