ArborGen Holdings Annual Shareholders’ Meeting 2021

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Annual Shareholders’ Meeting
19 August 2021
Chairman’s Address

[ slide 1: Logo and photos ]
[ slide 2 : Welcome ]
Dave Knott – Chairman’s address

Good morning Ladies and Gentlemen. Welcome to the Annual Meeting of Shareholders of ArborGen
Holdings Limited.
I am Dave Knott and I am the Chairman of the Board of ArborGen.
Thank you for your attendance today at our virtual meeting.
Who would have thought 12 months on from our last Covid affected meeting we would be in a similar
situation with having to meet again via a webcast, and having to cancel the physical meeting in
Auckland. I certainly wanted to be present in New Zealand for this meeting, however as you will
understand travel and quarantine restrictions had prevented that from happening even before New
Zealand’s lockdown announcement on Tuesday.
I am pleased to advise that a quorum is present and that this Meeting is duly constituted.
The Notice of Meeting sent to shareholders last month, sets out the formal agenda for today’s
meeting.
In this online meeting environment, as with a normal annual meeting, all shareholders have the ability
to ask questions and vote. Please be aware that to use the online voting facility, shareholders and
proxy holders must have entered the CSN or holder number, and post code or country code into the
Lumi software.
[ slide 3 ]
If you encounter any issues, please refer to the Virtual Meeting Guide that was sent to shareholders,
which is also available on our website, or by phoning the Computershare helpline on NZ area code 09
4 888 777.
[ slide 4 ]
Since all shareholders are attending virtually, those of you who have questions can submit them at
any time through the online portal, but I would encourage you to do so as early as possible, as that
will allow us to answer the questions at the appropriate time of the meeting. To ask a question
virtually, click the speech bubble icon which will open a new screen. At the bottom of that screen
there is a section for you to type your question. Once you have finished typing, please hit the arrow
symbol to send. We'll do our best to answer all your questions. Where we have a number of
questions on the same topic, we will look to consolidate the response.

Voting will be conducted by way of a poll on all items of business. In order to provide you with
enough time to vote, I will shortly open voting for all resolutions.

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[ slide 5 ]
At that time, if you are eligible to vote at this meeting, a new voting icon will appear. Selecting this
icon will bring up a list of resolutions and present you with voting options. To cast your vote simply
select one of the options. There is no need to hit a ‘submit’ or ‘enter’ button as the vote is
automatically recorded. You do however have the ability to change your vote, up until the time I
declare voting closed.

I now declare voting open on all items of business. The polling icon will soon appear, please submit
your votes at any time. I will give you a warning before I move to close voting.

[ slide 6 ]
I would like to introduce the members of your Board and Management to you. We have all our
overseas and New Zealand based directors joining the virtual meeting today.
From the US we have directors Ranjan Tandon, Tom Avery, and Ozey Horton attending virtually.
Present with me in ArborGen’s headquarters in Ridgeville is ArborGen’s Chief Executive Officer,
Andrew Baum.
In Auckland, also virtually, we have Directors Paul Smart and George Adams as well as our Company
Secretary and Performance Improvement Director, Sharon Ludher-Chandra, our CFO, Alex Brown, our
General Manager of Australasia, Greg Mann and our communications contact, Pam Wardenburg.
[ slide 7 ]
Turning then to our programme for today -
 First, I will ask Andrew to update you on the progress we have made over the past year.
 I will then make some comments from the Board’s perspective.
 You will then have the opportunity to raise any questions you may have.
 And we will then deal with the formal resolutions to be considered by this meeting.
I will now ask Andrew to review our recent activity for you.
[ slide 8 – Andrew Baum ]
CEO’S ADDRESS
CHAIRMAN’S ADDRESS CONTINUES
[ slide 29 – Dave Knott ]
Thank you Andrew.
Before moving to your questions, and the more formal session of the day, I would like to make a few
comments on the current fiscal year ending March 2022.
[slide 30 ]
As you’ve heard before, our primary focus and priority continues to be improving cash generation
and in this respect, the most critical driver of earnings and cash flow growth for our business is the
step-change growth in our MCP seedling sales. ArborGen has invested significantly in developing our
best in-class proprietary genetics, and deploying these genetics in our orchards to build the supply
pipeline that is now coming on stream.

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[ slide 31 ]
To summarise Andrew’s comments –
 The substantial lift in MCP seed harvested in late calendar year 2020, particularly in our Eastern
provenances, increased the availability of our MCP seedlings in the US allowing us to increase MCP
production by approximately 30 million units for sale in the current fiscal year.
 Added to this, strongly improving markets in the US and Brazil post the pandemic lows, combined
with higher demand for our proprietary genetics in the US and Brazil, bode well for a strong 2022
fiscal year.
In our largest market, the US, our operational and sales activities have largely returned to normalcy
as we continue to increase our face–to-face interactions with customers. We are pleased to inform
you that we now have orders in place for over 90% of our seedlings sales plan for the current year.
Due to extreme rain conditions during the early, most vulnerable, phase of seedling growth, we
unfortunately experienced some seedling inventory losses (almost all of which were lower value OP
seedlings). This has reduced our estimated inventory volume to approximately 4% below the sales
budget for the current fiscal year. There is however the potential that actual inventory could be higher
than currently estimated as some seedlings were planted later than usual and were not large enough
to be included in the initial inventory count, but could eventually achieve target specifications. We will
of course take all reasonable measures to encourage the growth of these seedlings to meet size
requirements.
[ slide 32 ]
Global carbon markets provide a significant growth opportunity for our business. We are pleased to
report we have recently executed a non-exclusive license agreement with a company focused on using
biotechnology to develop trees that better capture and store carbon. Specifically, we are licensing our
technology for the production of transgenic pine trees targeted at increasing CO2 fixation and
improving adaption to climate change. The fees payable under the agreement total US$500,000 in the
current fiscal year, as well as further annual payments, and will involve the incurrence of some minimal
incremental costs.
Pine sales in Brazil are tracking ahead of budget for the current fiscal year as customer demand
recovers strongly from last year’s Covid-depressed levels. Strong eucalyptus demand and shortage of
supply due to market capacity constraints is also driving slightly higher average selling prices and
production costs. We rely on contract grower greenhouse capacity for approximately 50% of our
eucalyptus production needs, with the team working very hard to meet the increase in market
demand.
In New Zealand, we have dispatched just over 80% of our current season’s crop. As you are aware
though, New Zealand moved to Alert Level 4 on Tuesday at 11.59pm, meaning all crop harvesting and
dispatch activity has stopped. We are however allowed to carry out certain essential operations such
as irrigation activities to keep our plants in good condition, and run our quarantine facility. In Australia,
we continue to dispatch crop to plan.
Subject to uncontrollable factors, we are targeting US GAAP EBITDA (excluding public company costs)
for the current 2022 fiscal year to be in the US$13 to $14 million range.

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[ slide 33 ]
Looking beyond the current fiscal year, there are a number of factors that support strong earnings
growth including –
 Strong projected underlying demand for solid wood products (particularly softwood products) in
the US supported by a strong US housing market and population demographics,
 Russia’s proposed ban on the exportation of softwood logs effective 1 January 2022,
 Structural supply constraints in Canada and the Western United States, which is driving expansion
in sawmill capacity in the US South,
 Much higher MCP cone (and seed) projected to be harvested in late calendar year 2022 due to the
record pollination activity earlier this calendar year, which will be available for sale in fiscal year
ending March 2024,
 Continued conversion of our sales to higher value MCP products – our larger industrial customers
now understand the increased value our advanced genetics offer them with stated short to mid-
term targets ranging from 50% to 90% of their estates being planted with MCP genetics. Our focus
is ensuring we can meet this demand from our industrial customers as well as extending our
conversion activities into the large private landowner segment.
[ Slide 34 ]
 In Brazil, increasing softwood product exports, new pulp mills (recently announced), strong
demand for eucalyptus based pulp and charcoal products, and increasing recognition of the value
of ArborGen’s proprietary products are all expected to contribute to sales increases in future
years.
 And in NZ, demand from the 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, strong domestic processing and export markets, and increased planting of
native species – are all supportive to the business.
Outside of forestry, our somatic embryo or in-vitro technology capabilities, and 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. Added to this, the role trees
can play in offsetting carbon emissions will create further opportunities for us.
[ Slide 35 ]
As the company announced on 30 June, the Board earlier this year received a confidential, non‐
binding, indicative, incomplete and highly conditional proposal to acquire ArborGen. A sub-committee
of independent directors was appointed to assess the proposal and concluded that, based on the
information available, the proposal undervalued the Company.
In light of this, the Board decided to commence a strategic review which is now underway. The
objective of the strategic review is to consider all options to unlock value for the benefit of all
shareholders. These options could include, but are not limited to, a sale of all of the shares in ArborGen
Holdings, a sale of all or some of the assets of the Company, or a US listing.
We will update shareholders as and when appropriate.
Before I move to the business of the meeting, I would like to acknowledge and thank the ArborGen
teams across New Zealand, Australia, Brazil and America. They have worked tirelessly and done an
amazing job in often challenging conditions to deliver a strong result for shareholders.

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BUSINESS OF THE MEETING
[ Slide 36 ]
SHAREHOLDER DISCUSSION
I will now open up to questions. If you are yet to submit your question online, click on the speech
bubble icon – when the new window opens, type in your question at the bottom of the screen. For
questions relating to the actual resolutions, we'll respond to these as we deal with each of the
resolutions in turn.
[ Slide 37 ]
Thank you, I now propose that we move to the four formal resolutions for this meeting.
These were notified in the Notice of Meeting and explanatory notes have been provided.
Only shareholders, proxy holders or corporate representatives of a shareholder may vote on today’s
resolutions.
Voting on each of the resolutions in the Notice of Meeting will be by way of poll.
We will answer any questions on each resolution after I have moved it.
For those shareholders voting online, a bar chart icon should be displayed at the bottom of your
screen, from here the resolution and voting choices will be displayed. Let’s now turn to the individual
resolutions.
Because this resolution relates to my election I will ask Paul Smart to step in to chair the meeting.
Paul Smart - Director
Resolution 1.
The first resolution relates to the election of Dave Knott Jr as a Director. Dave is currently the alternate
Director for David Knott Snr, David Snr will retire at the completion of this meeting and Dave Jr will
therefore cease to be his alternate. Dave has been an alternate on the Board since February 2017 and
chairman since July 2018. 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, and being eligible offers
himself for election to the Board. The Board unanimously supports Dave’s election.
I will now ask Dave to address you regarding his appointment.
Dave Knott - Chairman
Thank you Dave.
Are there any questions in relation to this resolution? [Questions]
Thank you I will now pass the meeting back to Dave.
Dave Knott - Chairman

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Resolution 2.
The second resolution relates to the re-election of independent director Tom Avery. Tom was
appointed to the Board in July 2018 and serves as the chairman of the Remuneration committee and
the Independent Directors committee. Tom has extensive investment banking and venture capital
experience, having served on numerous company boards throughout his career and advising
companies on the successful financing, planning and execution of growth strategies. Tom retires from
the Board of ArborGen and being eligible, offers himself for re-election. The Board unanimously
supports Tom’s re-election today.
I will now ask Tom to address you regarding his appointment.
Tom Avery - Director
Thank you Tom.
Are there any questions in relation to this resolution? [Questions]
Thank you
Resolution 3.
The third resolution relates to the re-election of independent director Ozey Horton. Ozey retired from
McKinsey & Co in 2011 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 and a Director Emeritus. Ozey retires from the
Board of ArborGen and being eligible, offers himself for re-election. The Board unanimously supports
Ozey’s re-election
I will now ask Ozey to address you regarding his appointment.
Ozey Horton - Director
Thank you Ozey.
Are there any questions in relation to this resolution? [Questions]
Thank you
Resolution 4.
Resolution 4 relates to our Auditor (Deloitte). They have confirmed their willingness to continue in
that role. Deloitte is automatically re-appointed at this Annual Shareholders’ Meeting as auditor of
the Company. The proposed ordinary resolution is required to authorise the Directors of the Company
to fix Deloitte’s fees and expenses for the following year.
Are there any questions [Questions]
There are no further resolutions.

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VOTING
I wish to advise that proxies have been received in respect of 272 million shares, being approximately
54% of total shares on issue.
Please ensure you have voted on all resolutions by selecting your voting option online.
Thank you. Online voting will now be closed.

OTHER BUSINESS AND CLOSE OF MEETING
That brings the formal part of the meeting to a close. Is there any other business shareholders would
like to discuss?
I thank you for joining our meeting today and for your questions. We will keep you appraised of the
Strategic Review Process in due course. I now declare the meeting closed.
Thank you and stay safe.

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Annual Shareholders’ Meeting
19 August 2021
CEO’s Address

Andrew Baum – CEO’s address

[ Slide 8 ]
Thank you David and welcome to our shareholders joining us today. As always, it is a pleasure speaking
to you again, although I regret that Covid-19 border restrictions have once again prevented me from
doing so in person.

[ Slide 9 – Our vision ]
Our vision remains to build a global, high growth business by developing and selling proprietary
advanced genetics tree seedlings that offer “step changes” in productivity and deliver significant value
to forestry landowners.

[ Slide 10 ]
We are the largest tree seedling provider in some of the biggest forestry markets in the world, and our
technology and products are transforming the forestry sector, delivering bigger and better trees, faster.
Our strength is built on decades of investment in research, intellectual property and people capability
and no other competitor can match our advanced genetics programme’s depth or breadth.
Proven performance of our advanced genetics seedlings at commercial scale, combined with active
forestry markets, are providing strong tailwinds to market adoption of our higher value seedlings.
The value story for our business is now becoming clear, with accelerating momentum and positive
market conditions setting the path for strong growth in FY22 and beyond.

[ Slide 11 ]
Our strengthening position is translating into results.

As noted in our Annual Letter to Shareholders in May, the fiscal year ending 31 March 2021 proved to be
one of the most challenging periods we have ever experienced, with the global Covid pandemic
materially affecting sales in two of the three regions in which we operate – the United States and Brazil.
That said, and bearing in mind the unprecedented challenges faced, we are extremely pleased with the
solid year-over-year performance for the period.

We have already provided detailed information on our FY21 results in our market announcements and
annual report.

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[ Slide 12 ]
In summary, the Group reported –
 Seedling sales’ volumes of 391 million units, down approximately 10% on prior period, mainly due to
the impact of Covid-19. Prior year extreme weather and unusual biological events in 2018 also
constrained MCP seed supply and sales. Pleasingly, however, some of our younger orchards are now
entering their productive life, and increased bagging and pollination activity is driving a marked
increase in our future supply.
 Revenue was $52.7 million, 7% down on the prior period, largely due to the impact of Covid in the
US and Brazil.
 Operating earnings (before Covid-related government grant income and costs incurred) were $2.6
million, up $0.2 million on the prior period.
 Net earnings improved by $5.9 million to $3.2 million.
 Net cash from operating activities doubled to $9.9 million, from the $4.8 million in the prior period
(including Covid-related grants and costs).
 Net debt reduced to $27.4 million, from $29.6 million in the prior period. The main use of cash
during the period related to the continued working capital build in US MCP seed supply for future
periods with MCP bagging and pollination activity 35% higher than the prior period.

ArborGen reported a record US-GAAP EBITDA result of $11.3 million (excluding corporate costs of $1.3
million) – more than double the US-GAAP EBITDA reported in the prior period of $5.4 million. During the
period ArborGen received $4.7 million of government grants (including $4.3 million from the US Small
Business Administration) of which $3.7 million was recognised as Other Income in the twelve-month
result. Partially offsetting this was $1.7 million of Covid non-recurring expenses relating to seedlings
write-offs and incremental expenses incurred in the period. Note though that margin lost on seedlings
written-off have not been included in non-recurring expenses, and are instead in (and effectively
reducing) US-GAAP gross margin.

[ Slide 13 ]
The fact we were able to achieve these results in the context of the unprecedented global conditions in
FY2021 speaks to the strength of ArborGen, its superior product portfolio and team.

These results also demonstrate the progress that we are making in implementing our strategy of
transforming forest productivity through the conversion of seedling markets to advanced genetic
products, especially in the United States. Beyond the tremendous benefits these transformative
products offer our customers they create substantial value for ArborGen, as they generate dollar
margins that are four to eight times that of non-advanced genetic products.

[ Slide 14 ]
This strategy is underpinned by the following:

 We are the leading commercial supplier of advanced genetic tree seedling products in the world
with customers ranging from small landowners who will plant 20 acres once every few years to large
forest landowning financial organizations that plant tens of thousands of acres every year.

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 The depth and breadth of our product portfolios and technology platform.
 Our extensive production operations throughout the US South,
 And our superior sales and marketing capability, and product quality testing and R&D sales support
services further reinforce our leadership position.

[ Slide 15 ]
The core element of our strategy is the conversion of the US loblolly pine market to advanced genetics,
and in particular MCP.

Until the 1950’s, most commercial pine plantations were planted from seed obtained from pine cones
collected from existing plantations and native forests.

In the 1950’s the industry began planting orchards using trees that had been identified as good
performers in plantations. In these orchards, “father” trees produced pollen that produced pine cones
(and ultimately seed) on mother trees. Cones were harvested 18 months later from the mother trees
and used to produce seed. Use of these open pollinated seedlings – referred to as OP - resulted in
substantial improvements in forest productivity and value. While OP orchards allowed for much better
control of the genetics used in plantation forestry compared to the prior approach it was still a very
imprecise process. You did not know what trees from the orchard provided the pollen to a given mother
and extensive amounts from pollen outside the orchard would pollinate the flowers of mothers in the
OP orchards.

[ Slide 16 – Video ]
[ Slide 17 ]
Beginning in the early 1990’s tree improvement programs began to explore the production of hybrid
trees where both parents were known, as had been done with corn in the mid 20
th
century. These
efforts focused on two issues. First it was necessary to determine what parents, when crossed together
resulted in the most productive offspring, as only a small percentage of crosses will result in progeny
with good genetics. Second it was necessary to develop a process to implement the “hybridisation”
process at scale. The result of these efforts was the development of Mass Control Pollinated, or MCP,
products.

In the production of MCP seed:
 Flowers from the best mothers are bagged prior to pollination
 Pollen is collected from the best fathers
 The pollen is applied to the bagged flowers
 The bags are removed after pollination is complete.

This is all done by people in lifts operating from 40 to 80 feet in the air. This calendar year, in February
2021, we bagged and pollinated approximately 1.5 million trees...the most ever. We expect this number
to increase substantially moving forward as the orchards we planted in 2011 and 2012 become fully
productive.

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[ Slide 18 ]
The impact of MCP genetics on forest productivity is dramatic as shown here. Its use results in the
production of bigger, more valuable trees with much greater saw timber potential that can be harvested
earlier than OP genetics. When pine trees are harvested those with trunks with good “form”- i.e. trunks
that are straight, with no disease, forks or curves, are used for timber. Those that are not of sawtimber
quality are used for pulp production. This is of critical importance to forest land owners as sawtimber
trees are worth 2-4 times more than pulpwood trees.

Beyond MCP we are also developing “varietals” produced using proprietary production processes that
offer even more value to forest landowners.

[ Slide 19 ]
We are well positioned for accelerated growth and our MCP strategy plays an important part in this.

 Our advanced genetics are now proven at scale and the transformation to advanced genetics is at an
inflection point
 No competitor can match our MCP program’s breadth or depth, and we are continuously developing
more valuable products
 Our investments in orchard expansions a decade ago significantly increasing our MCP seed supply
 Demographics, global warming and other macro-trends are providing strong tail winds
 Geographic diversity reduces risk

[ Slide 20 ]
What is the value of MCP to the landowner? As shown here MCP offers step-function increases in value
to our customers. Demonstrating the value of genetics in forestry is more challenging than in
Agriculture where crops are harvested annually.

In agriculture the difference in yields/hectare between two products multiplied by the price per unit of
production defines product value and can be measured at the end of every season. For forestry, long
harvest cycles (approximately 25 years to final harvest for loblolly pine) multiple intermediate harvests
and products of different value (e.g. sawtimber and pulpwood) make determining value of advanced
genetic products much more challenging.

To address this the industry has developed an entire analytical framework which uses a discounted
cashflow approach that takes all of the input costs (land preparation, genetics, silviculture and harvest
costs) and the revenue streams from harvested logs to produce a “bare land value (BLV)” figure. BLVs
are the tool used by much of the industry in decision making: used to determine how much forest land
is worth, what investments to make in silviculture, when to harvest, and increasingly in determining
what genetics to deploy.

This slide demonstrates that the value MCP offers forest landowners is dramatic-increasing BLV’s by up
to 80%. This value is not incremental it is a step function change.

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For less sophisticated smaller landowners we use a “cash on cash” analysis to demonstrate value. We
have developed a proprietary value calculator which demonstrates that for every dollar invested in
advanced genetics you will get a double digit increase in revenue with a cash on cash return of up to 18
times original investment

Again the value offered by MCP is dramatic.

[ Slide 21 ]
ArborGen’s MCP sales are at an inflection point – we are now well positioned to reap the benefits from
over 20 years of investment in developing best-in-class proprietary MCP products, expanding supply of
proprietary genetics through orchards established across the US South, and continued education of the
market about the value of MCP products.

We are the preeminent supplier of MCP to the US market, with over 80% share of the addressable MCP
market. We are the only company offering MCP products adapted to all the sub-regions of the US
market and we offer the largest portfolio of products, including a range of MCP elite and MCP- 2.0
products with unparalleled performance. Importantly, our portfolio is complemented by a product
development pipeline that offer even further gains in the years to come.

When we began to implement our strategy in 2012, our goal to convert the market to advanced genetics
was complicated by the fact that there were not a lot of commercial stands of MCP based timber that
were mature enough to be able to show prospective customers older trees in a commercial setting to
prove that MCP offered the benefits we presented. The more progressive Institutional landowners
believed based on the data available but many customers, even some relatively sophisticated ones
needed to see more hard evidence. Today, with more than 2 million acres of MCP planted, there are
stands of over 20 years in every region including extensive thinning data from those stands, making the
marketing message much easier. It is no longer believe what we say, it is believe what you see. Today
we have customers calling us asking us to visit their MCP stands because they are doing so well, and in
some cases even asking if we have signs that they can post on the edges of their stands along roads
stating the trees are MCP.

To continue to drive advanced genetic sales moving forward we have a comprehensive marketing and
sales program aimed at educating customers about the benefits of advanced genetics based on this now
demonstrated performance.

As we have mentioned before, we have invested significantly in expanding the supply of our superior
MCP products. As shown here, this historic activity is now bearing fruit. After three years of constrained
MCP seed supply due to orchard capacity we are projecting substantial increases in the supply of our
proprietary MCP seedlings in the US, particularly in our highest demand US Coastal South and Piedmont
markets (the blue portion of each). This is due to our large, younger seed orchards now entering their
seed-producing life-stage.

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[ Slide 22 ]
The cone harvest completed in November 2020 generated a material increase in MCP seed production,
particularly in our severely constrained Eastern (Coastal and Piedmont) regions. To clarify, this is seed
that was available for sowing in April 2021 to meet seedling sales in the current fiscal year ending March
2022. As a result of the increased harvest, we were able to substantially increase MCP seedling
production this year by over 30%, or approximately 30 million seedlings over prior year.

Earlier this year in February, we also completed our best ever number of MCP producing flowers bagged
and pollinated – which saw a 35% increase in bagging activity over the prior year. Nearly every orchard
surpassed their projected bagging targets. Subject to uncontrollable factors, the increase in the recently
completed 2021 MCP pollination activity is projected to produce MCP seed equivalent to over 200
million MCP seedlings in late 2022, which will be available for seedling sales in the fiscal year ending
March 2024.

[ Slide 23 ]
In addition to growing MCP seed supply, we are also 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.

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. Beyond the value
these products offer to our customers these MCP-Elite and 2.0 products offer ArborGen even better
margins than our MCP Advanced and Select products.

[ Slide 24 ]
Outside of traditional forest markets, the increasing emphasis on the role trees can play in offsetting
carbon emissions is creating new opportunities for us.

ArborGen is well placed to benefit from the increasing focus on climate change by consumers, investors,
companies and regulators.

For example, Microsoft has vowed to be carbon negative by 2030, while BP aims to be net zero by 2050.
Amazon’s Climate Pledge invested in Pachama, a technology company that verifies the impact of carbon
capture in the world’s forests, allowing organizations and individuals to compensate their emissions with
confidence by supporting reforestation and forest conversation projects.

ArborGen’s near term goal is to be part of the forest carbon solution including participation in
reforestation and carbon project providers.

In New Zealand, the increasing value of carbon is driving an expansion in tree planting, and we are
already selling seedlings into that new market. We are also beginning to see programs in the United
States and Brazil that could have a similar impact on market growth.

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Beyond the value our advanced genetics products offer to our customers in terms of improved growth,
disease resistance and improved sawtimber potential we believe that ArborGen’s more advanced
genetics fix or absorb 40% more carbon than traditional seedlings.

We have already developed the methodology to biometrically model sequestration on a genetic level,
which is essential for verification.

We are currently developing our strategy for allowing our customers who use advanced genetics to
benefit from this aspect of their use. We believe that if and when we are able to obtain this benefit it
will create significant opportunities and value for our customers and ourselves.

[ Slide 25 ]
Beyond forestry, ArborGen’s proprietary [developmental process or] somatic embryogenesis capability,
our leading edge biotechnology which we have demonstrated at scale with pine, represents an R&D
platform that can be leveraged for the development of new propagation techniques for new crops.

Our in vitro technology and systems are the result of decades of intensive research efforts and
investment.

[ Slide 26 ]
As this slide shows, ArborGen’s SE [developmental process] technology is highly automated ...

In summary, our in vitro and biotechnology capabilities –
 Allow for accelerated scale-up of clonally propagated species ranging from cannabis to sugar cane
 Facilitate virus free propagation of horticultural, tropical and other species
 Enable gene editing programmes in tree crops like avocado, banana, coffee and cacao
 Enable biotechnology based development of forestry species aimed at addressing global climate
change. In this respect, we have recently executed an agreement in this space with a US based
biotechnology company
 Facilitate the highly controlled production protocols required for cannabis production

ArborGen has worked with several major market players in horticulture and other crops seeking to
leverage our capabilities including in sugarcane, avocado and banana.

[ Slide 27 ]
Given the nature of our business, we are subject to climatic events that could adversely impact both our
seed and seedling production. As outlined in our Annual report, we have developed and implemented
number of initiatives and standard operating procedures to minimize these risks.

Page 8 of 8

In regards 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. We are actively
working on building our buffer MCP seed inventory and are projecting to reach our minimum 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, regional diversity is also an important risk mitigator and we have ten
geographically dispersed orchards across the US South.

Moreover, we have a substantial number of younger trees in our orchards aged between seven and
twelve years (representing over 60% of our total orchard trees) which are now becoming highly
productive, and we continue to plant new trees with improved genetics as older trees are taken out of
production.

[ Slide 28 ]
In summary, we have systematically laid the groundwork for ArborGen’s advanced genetics strategy,
and we are now beginning to reap the benefits as we have the supply, capacity, proof of performance
and organization to implement our strategy.

Macro trends are in our favour -
 Strong US housing demand expected to grow over the next decade due to a prolonged period of
underbuilding; favourable demographics and ageing housing stock
 There is an increase in reforestation and forestation projects to reduce carbon emissions
 Demand is growing for cross laminated timber with a further 200 billion more trees worldwide
required by 2030 to meet projected demand
 NZ Government Policy and support of forestry, combined with aging pine plantations, will drive local
demand; and
 New pulp mills in Brazil with strong demand for eucalyptus based pulp and charcoal products will
increase regional demand for our seedlings.


We look forward driving the value of ArborGen for our shareholders as we do so. Thanks again for your
commitment and confidence.

Thank you.

---

ArborGen Holdings | ASM Presentation 2021
19 August 2021
Page 1
Annual Shareholders’
Meeting 2021
1
Welcome
Dave Knott
Chairman
2

ArborGen Holdings | ASM Presentation 2021
19 August 2021
Page 2
Virtual Meeting Guide
Computershare Helpline
+64 9 4 888 777
Welcome
3
Online Question Process
When the Question function is
available, the speech bubble will
appear at the top of the app
To send in a question, click in the
‘Ask a question’ box, type your
question and press the send arrow
Your question will be sent
immediately for review
Received
4

ArborGen Holdings | ASM Presentation 2021
19 August 2021
Page 3
Online Voting Process
When the poll is open, the vote
will be accessible by selecting the
voting icon at the top of the screen
To vote simply select the direction in which
you would like to cast your vote.
The selected option will change colour
There is no submit or send button, your
selection is automatically recorded. You
can change your mind or cancel your vote
any time before the poll is closed
ForAgainst
Abstain
Resolution -Re-election of Director
Resolution -Auditor’s Remuneration
5
Board and
Management
Andrew Baum
Paul SmartGeorge Adams
Ranjan TandonThomas AveryOzey Horton
6

ArborGen Holdings | ASM Presentation 2021
19 August 2021
Page 4
Programme
+CEO’s Review
+Chairman’s Comments
+Shareholder Questions
+Resolutions
+Other Business
+Close of Meeting
7
Andrew Baum
CEO
CEO Review
8

ArborGen Holdings | ASM Presentation 2021
19 August 2021
Page 5
9
Our Vision
All figures in US$
To build a global, high growth business by developing
and selling proprietary advanced genetics tree
seedlings that offer “step changes” in productivity
and deliver significant value to forestry landowners
9
10
All figures in US$
Our Vision... continued
+We are the largest tree seedling provider in some of the biggest forestry
markets in the world
+Our technology and products are transforming the forestry sector,
delivering bigger and better trees, faster
+We have decades of investment in research, intellectual property and
people capability that no other competitor can match
+Proven performance of our advanced genetics seedlings at commercial
scale and active forestry markets provide strong tailwinds
+Accelerating momentum and positive market conditions are setting the
path for strong growth in FY22 and beyond
10

ArborGen Holdings | ASM Presentation 2021
19 August 2021
Page 6
March 2021 YE Results
+Our strengthening position is translating
into results
+FY 2021 proved to be the most
challenging period ever
+Despite this, we are extremely pleased
with solid performance
11
March 2021 YE Results... continued
All figures in US$
+Seedling sales volumes down ~10% mainly due to Covid-19 and constrained MCP seed supply
–Younger orchards are now producing, increased bagging and pollination activity improves future supply
Revenue
$52.7m
↓ 7%
Operating earnings
*
$2.6m
↑ $0.2m
Net earnings
$3.2m
↑ $5.9m
Net cash
$9.9m
↑ $5.1
Net debt
$27.4m
↓ $2.2m
US GAAP EBITDA
$11.3m
↑ $5.9m
*
before other significant items
12

ArborGen Holdings | ASM Presentation 2021
19 August 2021
Page 7
+Our achievements in unprecedented global conditions
speak to the strength of our product portfolio and
team
+We are making progress implementing our strategy of
transforming forest productivity through the
conversion of seedling markets to advanced genetic
products
+Transformative products offer benefits to our
customers, and value to us with margins 4-8 times
higher than non-advanced genetic products
Transforming Forest Productivity
13
+We are the leading commercial supplier of advanced
genetic tree seedling products in the world
+Our customers range from small landowners to large forestry
financial organisations that plant tens of thousands of acres
every year
+The depth and breadth of our product portfolios and
technology platform underpins our strategy
+We have extensive production operations throughout the
US-South
+Superior sales and marketing capability, product quality
testing and R&D sales support further reinforce our
leadership position
Transforming Forest Productivity... continued
14

ArborGen Holdings | ASM Presentation 2021
19 August 2021
Page 8
+Our core strategy is the conversion of the US loblolly pine
market to advanced genetics
Customer Conversion to Advanced Genetics
Mass Control Pollinated (MCP®)
Seedlings produced from the best mother and
father.
Open Pollinated (OP)
Produced from best mother and fertilised with
pollen of an unknown father tree.
15
Customer Conversion to Advanced Genetics... continued
+MCP Video
16

ArborGen Holdings | ASM Presentation 2021
19 August 2021
Page 9
17
Customer Conversion to Advanced Genetics... continued
17
+In the early 1990s tree improvement programmes explored the
production of hybrid trees where both parents were known
+First it was necessary to determine what parents resulted in the most
productive offspring
+Second it was necessary to develop the hybridisationprocess at scale
+This process resulted in MCP products
+In the production of MCP seed
+Flowers from the best mothers are bagged prior to pollination
+Pollen is collected from the best fathers
+The pollen is applied to the bagged flowers
+The bags are removed after pollination is complete
+This calendar year in February we bagged and pollinated a
record 1.5 million trees and this will continue to increase
The Value Story
SawtimberPotential (%)
* Lower Coastal Plain 5 Year Moving Average ($/ton). Source: Timber Mart South
Note: OB Green Tons/Acre is a measurement for timber weight
166 OB
Green Tons/Acre
192 OB
Green Tons/Acre
231 OB
Green Tons/Acre
231 OB
Green Tons/Acre
18

ArborGen Holdings | ASM Presentation 2021
19 August 2021
Page 10
+Our advanced genetics are now proven at scale and the
transformation to advanced genetics is at an inflection point
+No competitor can match our MCP programme’s breadth or
depth, and we are continuously developing more valuable
products
+Our investment in orchard expansions a decade ago is
significantly increasing our MCP seed supply
+Demographics, global warming and other macro-trends are
providing strong tail winds
+Geographic diversity reduces risk
Positioned for Accelerated Growth
19
Substantial Value Created for Customers
Bare Land Value $ Per Acre
Indicative only
1
500
700
900
1,100
1,300
1,500
OP Ctrl.MCP-AMCP-SMCP-EMCP-2.0
20

ArborGen Holdings | ASM Presentation 2021
19 August 2021
Page 11
MCP Development
+We are well positioned to reap the benefits
of 20+ years investment in product
development, expanding supply through
orchards establishments and customer
education
+We have over 80% MCP addressable market share
+Largest product portfolio including MCP elite and
2.0 with further gains in years to come
+With more than 2 million acres of MCP planted
there are stands of over 20 years in every region
+Comprehensive marketing and sales programme
0
100
200
300
400
2020202120222023202420252026
Projected MCP supply
2
million seedling equivalents
EasternWestern
21
+Cone harvest completed in November 2020 generated
material increase in production
+This seed was available for sowing in April 2021 to meet
sales in the current fiscal year
+Able to increase production this year by over 30%
+In February this year, we saw a 35% increase in bagging
and pollination
+This increase is projected to produce MCP seedling
equivalents of over 200 million seedlings for sale in fiscal
year 2024
MCP Development... continued
22

ArborGen Holdings | ASM Presentation 2021
19 August 2021
Page 12
Product Pipeline
+Advancing our pipeline of next generation products
ensuring we move customers up the MCP value chain
+Significant investment in the supply pipeline
+Strong competitive advantage which will increase over
the next five years
+MCP elite and 2.0 offer better margins
23
Role in Climate Change
+Increasing role of trees in offsetting carbon emissions is
creating opportunities
+We are well placed to benefit from a focus on climate change
+We aim to be part of the forest carbon solution with
reforestation and carbon project providers
+In NZ, the increasing value of carbon is driving an expansion in
tree planting
+We believe advanced genetics products absorb 40% more
carbon than traditional seedlings
+We have developed the methodology to biometrically model
sequestration on a genetic level, which is essential for
verification
24

ArborGen Holdings | ASM Presentation 2021
19 August 2021
Page 13
Leading Edge Biotechnology
+Our proven proprietary somatic embryogenesis
capability can be leveraged for the development of
new propagation techniques for new crops
+Our in-vitro technology and systems are the result
of decades of intensive R&D
25
+Our biotech capabilities
+Allow accelerated scale-up of clonally propagated species from cannabis to sugar cane
+Facilitate virus free propagation
+Enable gene editing programmes in tree crops like avocado, banana, coffee and cacao
+Enable development of forestry species aimed at climate change
+We have a signed agreement with a US biotech company
Cell bankingTissue PrimingTissue PlatingSE SingulationEmbryo Conditioning
Leading Edge Biotechnology... continued
26

ArborGen Holdings | ASM Presentation 2021
19 August 2021
Page 14
Mitigating Climatic Events
+We are subject to events that could
adversely impact production
+A number of initiatives and processes
have been implemented to minimise risks
+We have ten geographically dispersed
nurseries across the US South
+Trees aged 7-12 years are now becoming
highly productive and we continue
replenishing orchards
27
Summary
+Groundwork has been laid for our advanced genetics strategy
+We are reaping the benefits of supply, capacity, proof of
performance and organisation
+Macro trends are in our favour
+Strong US housing demand is expected to grow
+Increasing reforestation to reduce carbon emissions
+Demand for [cross laminated] timber is growing with a further 200 billion
more trees required worldwide by 2030
+NZ government support and aging pine plantations will drive local
demand
+New pulp mills in Brazil increase demand on eucalyptus plantations
28

ArborGen Holdings | ASM Presentation 2021
19 August 2021
Page 15
Dave Knott
Chairman
29
Improving Cash Generation
+The critical driver of earnings and cash flow growth for our business is the
step-change growth in our MCP sales
+Significant investment in developing our best in-class proprietary genetics
+We are deploying genetics in our orchards to build the supply pipeline now
coming on stream
30

ArborGen Holdings | ASM Presentation 2021
19 August 2021
Page 16
FY2022 Outlook
+Substantial lift in MCP seed harvested in late 2020 increased
availability of our MCP seedlings
+MCP production up by ~ 30 million units in FY22
+Strong improving markets in the US and Brazil and higher demand for
proprietary genetics
+USoperational and sales activities have largely returned to normal
+Orders in place for over 90% of our seedlings sales plan
+Due to extreme rain, some early seedling inventory losses (mostly
lower value OP seedlings)
+Estimated inventory volume approximately 4% below the sales budget
+Final inventory could be higher than currently estimated due to some later
plantings
31
FY2022 Outlook... continued
+Global carbon markets provide significant growth
opportunity
+Recently executed non-exclusive license agreement with a
company focused on using biotechnology to develop trees that
better capture and store carbon
+Licensing our technology to produce transgenic pine trees
+US$500,000 revenue in FY’22
+Pine sales in Brazil are tracking ahead of budget
+80%+ of NZ crop despatched –dispatch activity ceased upon
level 4 lockdown
FY2022 Guidance
US GAAP EBITDA target (excluding public company costs)
for the current FY 2022 in the US$13 to $14 million range
32

ArborGen Holdings | ASM Presentation 2021
19 August 2021
Page 17
Outlook Supports Strong Earnings Growth
+Strong projected demand for solid wood products in the US
supported by a strong US housing market and population
demographics
+Russia proposed a ban on exporting softwood logs effective Jan ’22
+Structural supply constraints in Canada and Western United States
are driving expansion in sawmill capacity in the US South
+Much higher MCP cone (and seed) projected to be harvested in
late calendar year 2022 available for sale in FY ending March 2024
+Continued conversion of our sales to higher value MCP products
33
Outlook Supports Strong Earnings Growth... continued
+In Brazil, increasing softwood product exports, new pulp mills,
strong demand for eucalyptus based products and increasing
recognition of the value of our proprietary products
+Demand in NZ from the re-planting of forests driven by
government policies to meet climate commitments, strong
domestic processing and export markets and increased planting of
native species
+Our biotechnology capabilities, genomics and tissue culture
expertise create opportunities for other crops
34

ArborGen Holdings | ASM Presentation 2021
19 August 2021
Page 18
Ongoing Strategic Review
+The Board earlier this year received a confidential,
non‐binding, indicative, incomplete and highly conditional
proposal to acquire ArborGen
+A sub-committee of independent directors was appointed
to assess the proposal and concluded the proposal
materially undervalued the Company
+The objective of the announced strategic review is to
consider all options to unlock value for the benefit of all
shareholders
+The review is underway and we will update shareholders as
and when appropriate
35
Questions
36

ArborGen Holdings | ASM Presentation 2021
19 August 2021
Page 19
Resolution 1
To elect of Dave Knott Jr as a Director of the Company
Resolution 2
To re-elect Thomas Avery as a Director of the Company
Resolution 3
To re-elect Ozey Horton as a Director of the Company
Resolution 4
To authorise the Directors to fix Deloitte’s fees and
expenses as the Company’s Auditor for the year ended
31 March 2022
Resolutions
Voting icon
37
38
Appendix
1.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.
2.The chart shows projected seed supply in seedling equivalents, rather than sales. 2020 year refers to the fiscal year ending
March 2021. 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.

ArborGen Holdings | ASM Presentation 2021
19 August 2021
Page 20
This presentation has been prepared by ArborGen Holdings Limited (“ArborGen”), to provide an overview of the performance of ArborGen
and its activities at the date of this presentation. It is not prepared for any other purpose and must not be provided to anyperson other
than the intended recipient. This presentation should be read in conjunction with ArborGen’s interim and annual reports, marketreleases
and other periodic and continuous disclosure announcements, which are available at www.nzx.com/companies/ARB and
www.arborgenholdings.com.
The information in this presentation is of a general nature only. It is not a complete description of ArborGen.
This presentation is not a recommendation or offer of financial products for subscription, purchase or sale, or an invitation or solicitation
for such offers.
This presentation is not intended as investment, financial or other advice and must not be relied on by any prospective investor.Itdoes
not take into account any particular prospective investor’s objectives, financial situation, circumstances or needs, and doesnot purport to
contain all the information that a prospective investor may require. Any person who is considering an investment in ArborGen securities
should obtain independent professional advice prior to making an investment decision, and should make any investment decisionhaving
regard to that person’s own objectives, financial situation, circumstances and needs.
Past performance information contained in this presentation is not an indication of future performance and should not be relied upon as
such.This presentation may also contain forward looking statements with respect to the financial condition, results of operations and
business, and business strategy of ArborGen. Information about the future, by its nature, involves inherent risks and uncertainties.
Accordingly, nothing in this presentation is a promise or representation as to the future or a promise or representation thatantransaction
or outcome referred to in this presentation will proceed or occur on the basis described in this presentation. Statements or assumptions in
this presentation as to future matters may prove to be incorrect.
A number of financial measures are used in this presentation and should not be considered in isolation from, or as a substitutefor, the
information provided in ArborGen’s financial statements available at www.arborgenholdings.com. This presentation may include non-
GAAP financial measures. This information has been included on the basis that ArborGen management and directors consider thatthis
non-GAAP information assists readers to understand the key drivers of ArborGen’s performance which are not disclosed as GAAP
measures in ArborGen’s financial statements.
ArborGen and its related companies and their respective directors, employees and representatives make no representation or warranty of
any nature (including as to accuracy or completeness) in respect of this presentation and will have no liability (including for negligence)
for any errors in or omissions from, or for any loss (whether foreseeable or not) arising in connection with the use of or reliance on,
information in this presentation.
39
All references
to currencies
in this
document are
in US dollars
(US$) unless
otherwise
stated.