ArborGen Holdings Limited – Annual Report FY 2022

ANNUAL
REPORT
2022

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
prior to the sale of the ANZ business in November 2021.
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, 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.

Table of Contents
Our Business2
FY22 Snapshot6
Chair & CEO Report8
Taking Care of What Matters15
Our Board24
Leadership Team25
Financial Statements27
Notes to the Consolidated Financial Statements31
Independent Auditor’s Report
General Information
58
– Governance61
– Statutory Information72
– Directory76
On behalf of the Board and management, we are pleased to present
to you the Annual Report for the 12 months ended 31 March 2022.
Dave Knott Jr Andrew Baum
Chairman Chief Executive Officer
All references to $ is to US$ unless otherwise stated.

2ArborGen Holdings Limited and Subsidiaries Annual Report 2022
Our Business
Our advanced
genetics seedlings are
a game changer for
landowners
ArborGen is 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
The value story is now apparent and customer
demand is growing; we service over 2,000
customers each year

3
We are
strongly
positioned
for the
future
We have
large
opportunities
in growth
markets
We are building on our established
footprint in traditional and emerging
high growth markets in the US South
and Brazil
The increasing emphasis on the
role trees can play in offsetting
carbon emissions is creating new
opportunities for ArborGen
We have 12 seedling nurseries,
10 seed producing orchards and overall
production capacity of approximately
500 million seedlings annually
ArborGen has a clear future strategy,
a strong balance sheet and a market
leadership position
We are investing in the business
and resources to realise our growth
potential
We have a competitive advantage
driven by decades of investment in
research, intellectual property and
people capability

4ArborGen Holdings Limited and Subsidiaries Annual Report 2022
Continued conversion
of customers to higher
value advanced genetic
seedlings
Actively engage with
carbon registries and
major carbon companies
to develop protocols for
plantation forestry
Strategically expand
production capacity
in US South
Build on leadership
position in US South,
focus on loblolly pine
seedlings
Partner with carbon
project developers in the
US South to facilitate
large scale afforestation
and reforestation
projects
Leverage acquisition
of new pine nursery
in Brazil
Evaluate potential
opportunities to expand
in targeted regions in
the US
Lease of third eucalyptus
nursery in Brazil
Build on leadership
position in Brazil, focus
on eucalyptus and
loblolly pine seedlings
Our Strategy:
Growing Our Future
STRATEGIC
PATHWAYS
Increase sales
of advanced genetic
seedlings in targeted
markets
Investigate the
opportunity in the
emerging high
growth carbon
markets
Invest in resources
and capability to
realise our potential
FY23 FOCUS

5

6ArborGen Holdings Limited and Subsidiaries Annual Report 2022
FY22 Snapshot
Commercial Highlights
• Completion of strategic review and Board approved strategy to maximise future value and growth
• Sale of Australian and New Zealand (ANZ) business for NZ$22.5m on 30 November 2021
• Record US sales of advanced genetics seedlings, up 32% year-on-year
• Acquisition of a 10 million capacity pine nursery in Brazil for BR$4 million in December 2021
• Projected harvest of MCP seed in late calendar 2022 equivalent to over 200 million seedlings,
assisting with seed inventory build
• Freeze event combined with extreme winds impacted MCP seed expected from late calendar 2023
harvest
• Investigation of opportunities in high growth carbon markets
Financial Highlights
(continuing operations)
• Pleasing results despite the ongoing impact of the pandemic, with increased availability of, and higher
customer demand for, advanced genetics seedlings driving sales and earnings
• 11% increase in revenues to $47.6 million
• 170% uplift in operating earnings to $2.7m
• 36% increase in adjusted US-GAAP EBITDA to $10.1m
• Reduction in net debt to $11.5m, down from $27.4m in prior period
Outlook
• Benefits of long term focus on advanced genetics is becoming clear and adoption by landowners
is increasing
• Well poised to benefit from leadership position in tree improvement technology, and as the leading
commercial supplier of advanced genetics in the US South and Brazil
• Increase in MCP seed supply from flowers pollinated in FY21 and ongoing maturity of orchards
• Supply chain issues and inflationary pressure expected to continue in FY23
• Brazil earnings expected to increase significantly in FY23, driven by stronger pricing and increased
sales volumes for pine and eucalyptus
• Projecting solid sales growth from FY24 onwards, as pandemic effects reduce and with focus on
higher growth markets

7
FY21
Revenue
1
FY22FY20
20
30
40
50
0
5
10
15
FY21
Adjusted US-GAAP EBITDA
1,2
FY22FY20
FY21
Net Debt
FY22FY20
0
20
40
10
30
1
Continuing operations
2
Adjusted 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 to IFRS earnings is provided in note 30 of the financial statements.

8ArborGen Holdings Limited and Subsidiaries Annual Report 2022
Chairman & CEO Report
FY22 Financial Performance
Dear Shareholder
ArborGen is the largest commercial global seedling supplier and a leading provider of advanced genetics
for the forest industry. Our transformative technology and advanced genetics products are a game
changer for forest landowners, delivering bigger and better trees, faster.
As a result of the strategic review undertaken in FY22, we have refocussed our business on our core
traditional and emerging high growth markets in the US South and Brazil, as well as on new and
emerging high growth carbon markets. These markets are underpinned by very strong long term
underlying fundamentals. The increasing emphasis on the role trees can play in offsetting carbon
emissions is also creating new opportunities for ArborGen.
We are poised to benefit from our decades of investment in research, intellectual property and people
capability. With the foundations now laid, ArborGen’s focus will be on the continued conversion of
customers to higher value seedlings as our customers increasingly see the commercial potential of our
advanced genetics products.
We are excited about ArborGen’s future and are well positioned to grow in our core and emerging new
markets.
12 months ended 31 March
US $mFY22FY21% change
Revenue
1
47.642.811
Operating Earnings (before other significant items)
1
2.71.0170
Net Earnings
1,2
1.71.513
Net Cash from Operating Activities7. 59.9(24)
Adjusted US-GAAP EBITDA
1, 3
1 0.17.436
Net Debt11.527.458
1
Continuing operations
2
Includes Other Significant Items of $(4) million comprising Government grant income of $0.9m, COVID-19 impact on unsold
seedlings and associated write off of $1.6m, $1.5m related to the freeze event, and strategic review and other costs of $1.8m
(primarily financial, tax and legal advice, and including M&A activity during the period) (FY21: a gain of $1.9 million)
3
US-GAAP EBITDA excludes NZ public company costs and Other Significant Items

9
During the twelve-month period, the Group reported:
• Revenue from continuing operations of $47.6 million, up 11% on prior period, comprising sales of
$39.9 million in the US (FY21: $36.8 million) and $7.7 million in Brazil (FY21: $6.0 million)
• Delivery of its highest ever US advanced genetics sales year – 32% higher than the prior year
• Gross margin from continuing operations of $17.8 million, up from $15.6 million in FY21
• Operating earnings from continuing operations (before other significant items) of US$2.7 million,
up from $1.0 million in the prior year
• Net earnings from continuing operations of $1.7 million, up from $1.5 million recorded in the prior
period. During the period, ArborGen recognised $0.9 million of the $4.3 million received in the prior
period from the US Small Business Administration (SBA) under the Paycheck Protection Program (PPP)
as other income ($3.4 million was recognised in the prior period)
• Adjusted US-GAAP EBITDA
3
from continuing operations of $10.1 million – 36% higher than the prior
period
• Net cash from operating activities of $7.5 million, down from $9.9 million in the prior period which
included Covid grants
• Net debt (excluding capitalised leases) reduced substantially to $11.5 million, down from $27.4 million
in the prior period
• $4.7 million of deferred tax assets recognised including $3.8 million of previously unrecognised tax
losses available
Key to this result is the continued execution of the Company’s advanced genetics strategy, resulting
in record sales of its advanced genetics products in the US, despite COVID-19 and supply chain issues
continuing to adversely impact sawmill production and, in turn, seedling demand in the US South.
Improved Funding Arrangements
Following completion of the sale of the ANZ business, ArborGen repaid the $2.9 million of sub-ordinated
debt raised in 2019 from certain directors / major shareholders and senior management needed to fund
the $14.4 million acquisition of ArborGen’s headquarters in Ridgeville, South Carolina. The Company also
reduced its Synovus working capital facility by $5.5 million, which combined with the sub-ordinated debt
repayment, will result in annual cash interest cost savings of approximatively $0.5 million.
3
US-GAAP EBITDA excludes NZ public company costs and Other Significant Items

10ArborGen Holdings Limited and Subsidiaries Annual Report 2022
Seedling Sales Performance
ArborGen sold 362 million seedlings globally in the 12 month period to 31 March 2022 – 284 million
seedlings in the US (including 258 million loblolly pine seedlings of which 42% were advanced genetics
Mass Control Pollinated (MCP
®
) and varietal seedlings), and 78 million seedlings in Brazil.
Seedling Sales
FY22 (m units)
Seedling Sales
FY21 (m units)
USA284294
USA Loblolly advanced genetics%42%32%
Brazil7865
To t a l362359
In the US, unit seedling sales decreased by just over 3% to 284 million units in the period, from 294 million
seedling units in the prior period as the global pandemic, including the emergence of the Delta and
Omicron variants, continued to cause significant disruptions in the industry ranging from transportation
issues to labour shortages. Resulting sawmill closures and slow downs impacted log harvests, and in turn,
seedling demand in the period.
Importantly, however, advanced genetics seedling sales were up from 82 million seedling units in FY21 to
109 million in FY22. In particular, advanced genetics seedling sales to the private landowner segment, where
the majority of sales growth will occur, was up almost 60% compared to the prior year, driven by increasing
recognition of the value of ArborGen’s advanced genetics products. Although larger National Accounts
(primarily REITs and TIMOs
4
) accounted for the majority of ArborGen’s advanced genetics volume, sales
to the private landowner segment now represent around 35% of advanced genetics volume sold.
In Brazil, sales of 78 million seedlings were 20% higher on the prior year. While the pandemic continued
to cause significant disruptions in the period, ArborGen was able to lift both eucalyptus and pine seedling
sales, leveraging the increasing recognition of the value of our proprietary advanced genetics pine and
eucalyptus products.
4
Real Estate Investment Trusts and Timber Investment Management Organisations
Sales Revenue
by Region
Sales Volume
by Region
USA
South America
USA
South America
US Loblolly
Pine Revenue
Advanced genetics
OP
US Loblolly
Pine Sales Volume
Advanced genetics
OP

11
Earlier this month, we announced that, as a result of the strategic review conducted over the last year,
ArborGen has refocussed its business on its core traditional and emerging high growth markets in the US
South and Brazil, as well as on new and emerging high growth carbon markets. In line with this refocused
strategy, ArborGen sold its more mature Australia and New Zealand business on 30 November 2021 for
NZ$22.25 million, substantially strengthening its balance sheet, and affording it greater opportunities to
invest in targeted growth arenas.
Core traditional high growth markets – US South
The long term underlying fundamentals are strong for Southern US forestry markets and the sale of
advanced genetic products.
While nearer term, the flow-on effects of the pandemic and geopolitical tensions are likely to impact
industry activity, ArborGen’s core end market, the US housing market, is supported by strong long term
underlying fundamentals, namely:
• An underbuilt US housing stock resulting from years of underbuilding since the global financial crisis;
• An aging US housing stock with the median age of an owner-occupied house now over 40 years; and
• Strong population demographics with a large proportion of young adults moving into the house
buying phase.
These strong fundamentals, in turn, support continued growth in demand for wood products, and in this
respect, the US South is expected to be the largest beneficiary. In addition, timber access and supply
issues have been and will continue to reduce wood product production in Western Canada, which has led
many of the major Canadian lumber companies to purchase or build new mills in the US South. Timber
supply issues in Central Europe will also lead to reduced wood product production there as well. Based on
these factors, Forest Economic Advisors is projecting the strongest increase in lumber production to be in
the US South, forecasting 24% growth relative to last year’s output to reach 26.0 BBF
5
by 2025
6
.
As the leading commercial supplier of proprietary advanced genetics loblolly seedlings in the US South,
we believe that ArborGen is well positioned to leverage this growth. ArborGen is poised to benefit from
over 20 years of investment in developing best-in-class proprietary MCP products, expanding supply of
proprietary genetics and upgrading of customers to higher value MCP seedlings.
With the foundations now laid, ArborGen’s focus will be on the continued conversion of customers to
higher value seedlings as our customers increasingly see the commercial potential of our advanced
genetics products. In terms of investment opportunities, there is increasing demand for the Company’s
containerised MCP seedlings (our highest value seedlings), and in this respect, the Board has approved
the expansion of ArborGen’s in-house container capacity across two existing owned sites, effectively
lifting in-house production 60% from 10 to 16 million containerised seedlings per annum.
Growth and Strategic Initiatives
5 Billion board feet
6 Forest Economic Advisors 2
nd
Quarter 2022 Timber Quarterly Forecast

12ArborGen Holdings Limited and Subsidiaries Annual Report 2022
Given the scale of ArborGen’s existing operations, we are able to cost effectively leverage infrastructure
at our Belville, Georgia and Bullard, Texas nurseries to achieve this growth for less than US$1 million. The
expected benefits from the investment are twofold – cost savings from increased production efficiencies,
and incremental margins from the additional volume produced. The expected returns are very compelling,
with a projected payback of 1-2 years. This expansion is expected to be in place for the FY24 seedling
sales year, and we also continue to have an excellent relationship with our contract container growers.
While ArborGen has sufficient bareroot productive capacity to leverage growth post the pandemic lows,
we will continue to evaluate further potential opportunities to expand in targeted regions.
“A 58% year-on-year increase in MCP sales to
private landowners is validation of our market
conversion strategy and the value of our advanced
genetics seedlings.”
Emerging traditional high growth markets – Brazil
The underlying market fundamentals in Brazil are very strong, with increasing domestic and export
demand, new pulp mills and strong charcoal markets resulting from increasing iron metal demand,
now collectively driving strong local demand for eucalyptus and softwood.
ArborGen has grown to become one of the largest commercial suppliers of eucalyptus and loblolly pine
seedlings in the Brazilian market, replicating its US strategy to convert the market to products with
superior genetics in Brazil. ArborGen’s continued focus on this emerging market is now beginning to
show tangible gains.
Consistent with this, ArborGen recently acquired a 10 million seedling capacity pine nursery located in
Canoinhas, Santa Catarina, Brazil for $0.7 million (BR$4 million), to cement its position in the local pine
markets. In addition, ArborGen plans to expand its internal eucalyptus production capacity later this year
through leasing its third eucalyptus nursery, which is expected to increase internal eucalyptus capacity to
nearly 50 million seedlings per year.

13
Substantial emerging global carbon markets
The increasing emphasis on the role trees can play in offsetting carbon emissions is creating new
opportunities for ArborGen, with its advanced genetics and strong channels to forest landowners in the
Southern US uniquely positioning it to exploit this opportunity.
There is now a clear and increasing focus on the importance of reducing greenhouse gases globally, and
forests have an important role to play as trees capture carbon dioxide, one of the main greenhouse gases,
from the atmosphere and store it in trunks, branches, foliage and roots.
ArborGen is a key participant in this space, and is actively engaged with various carbon registries and
major carbon companies, participating in protocol development for plantation forestry. Forest based
carbon projects will be increasingly important in creating new demand for both pine and hardwood
seedlings. Carbon project developers are actively pursuing large scale afforestation and reforestation
projects in the Southern US and we are actively engaged with several of these companies to provide
both advanced genetics pine seedlings and hardwood seedlings.
Advanced genetics MCP seed supply
ArborGen continues to focus on building advanced genetics MCP seed inventory to minimise reliance
on single year cone harvests as a key risk mitigation strategy. Seed inventory can be held in storage for
several years, and, while the Company has approximately 1-2 years of MCP seed inventory on hand for
the Western regions, there are still constraints in the larger Eastern region.
Younger orchards represent approximately 70% of the Company’s overall orchard footprint and, as these
continue to mature and become more productive, ArborGen’s strategy will be to bag as many flowers
as possible to maximise the seed output in the medium term. In addition, ArborGen will be targeting
production of certain provenance crosses (i.e. Coastal x Texas, and Coastal x Piedmont) which can be
utilised in multiple provenances.
On 1 April 2022, ArborGen announced a freeze event, which combined with very high winds during
this year’s pollination season, caused damage to pine flowers at ArborGen’s Eastern orchards. This will
impact cones and seed to be harvested in November 2023 (i.e. available for FY25 sales). The Company
has recognised $1.5 million of costs related to this in the FY22 results. Importantly, this isolated event
did not impact the cones currently on the trees that will be harvested in November 2022 (available for
FY24 and beyond), nor did it cause any long term damage to the orchards themselves, which will be at
full productive capacity again, the following pollination season. ArborGen’s Western orchards were not
impacted.
ArborGen is projecting to harvest advanced genetics MCP seed equivalent to over 200 million seedlings
across all of its orchards in the US South in November 2022, well in excess of projected sales for FY24.
The projected surplus in advanced genetics MCP seed harvested this year, combined with the ability
to utilise some material from neighbouring provenances, will help mitigate the freeze impact on FY25
seedling sales. In addition, ArborGen will continue to focus on growing advanced genetics adoption in the
Western regions to achieve higher overall MCP sales in FY24 and FY25.
ArborGen has several years of Open Pollinated (OP) seed in inventory, and will maximise seed harvested
in November 2022 from targeted orchards.

14ArborGen Holdings Limited and Subsidiaries Annual Report 2022
In the US, while the pandemic, geopolitical tensions and certain customer specific issues are expected to
affect industry activity in FY23, ArborGen continues to project solid growth in advanced genetics sales
from FY24 onwards with both its National Account customers and private landowner customers. Pleasingly,
although we are only in the second month of the current year’s crop season, we have already effectively
sold out of all our MCP containerised seedlings and our hardwood seedlings, and approximately 85% of all
available MCP seedlings.
In Brazil, as a result of much stronger projected pricing and demand for ArborGen’s eucalyptus and pine
seedlings, ArborGen’s earnings are projected to be over US$1 million this fiscal year (FY23), materially higher
than the breakeven result recorded in Brazil in FY22, with continued strong growth projected going forward.
We are very excited about ArborGen’s future. We have refined our focus, sold the New Zealand and
Australian business, significantly strengthened ArborGen's balance sheet, and are now well positioned
to grow in our core and emerging new markets. In order to ensure we deliver on the Company’s growth
potential in these areas, the Board is committed to increasing resources as needed. As part of our strategic
review, the Board has considered all options to unlock value for the benefit of all shareholders, including
exploring the potential sale of all the shares in the Company, but have unanimously concluded that the
best value maximisation strategy for shareholders is to stay the course.
The Board would like to thank all of our shareholders for their continued support, which is very much
appreciated. We are putting considerable effort into the operational performance and cash generation of
this business and are committed to delivering increasing value for our shareholders. In addition, we would
like to extend thanks to our employees in recognition of their commitment and contribution to our success.

Dave Knott Jr Andrew Baum
Chairman Chief Executive Officer
21 June 2022
Outlook
Strategic review
Over the last 11 months, the Board undertook a strategic review to consider all options to unlock value
for the benefit of all shareholders, from reinvestment to sale. PwC gauged the interest in a potential
sale of all of the shares in, or all or some of the assets of, the Company. That process resulted in the sale
of the Australian and New Zealand business in November last year. While a number of expressions of
interest were considered for the whole business, the Board concluded that value would be maximised for
shareholders through reinvestment in the business and progressing the strategy outlined above.
As part of the strategic review process, the Board of ArborGen also considered the possibility of a US listing.
They concluded that, at the current point of time, the expected costs of a US listing outweigh the potential
benefits.

15
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

16ArborGen Holdings Limited and Subsidiaries Annual Report 2022
Forests have an important role to play in the reduction of greenhouse
gas emissions
• Our seedlings are used to plant forests which play an important role in the reduction of greenhouse gases.
• In 2021, our conifer seedlings were planted on approximately 600,000 acres in the US and Brazil.
• ArborGen will sell over 350 million tree seedlings this year which will re-forest 700,000 acres.
• 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.
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 CO
2
the tree has taken from the atmosphere. Advanced
genetics seedlings absorb up to 40% more CO
2
than traditional Open Pollinated seedlings.
In 2021, our conifer seedlings were planted on approximately 600,000 acres in the US and Brazil. 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.
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.

Mitigating the risk of adverse climatic events
Climate risks for ArborGen include hurricanes, drought and flooding. We have a range of initiatives and
standard operating procedures in place to minimise and mitigate risks.
Seed production
• OP seed supply – several years’ supply on hand
• MCP seed supply – building sufficient inventory of reserve MCP seed to reduce dependence on annual
harvests. Approaching 2-year supply on hand target in the Western regions, we expect to reach reserve
target in the Eastern regions in four to five years.
• Geographically dispersed orchards
• Diversified age profile for orchard trees
Seedling production
• Nursery procedures to protect young seedlings
• Built in seed germination and nursery production survival factors
• Geographically dispersed nurseries
Environmental Responsibility:
To care for and protect our
natural ecosystem

17
We are actively assessing opportunities in emerging global carbon
markets
For the first time, carbon project developers are actively pursuing large scale afforestation and
reforestation projects in the southern US. ArborGen is actively engaged with several of these companies
to provide both advanced genetics pine and hardwood seedlings. Once planted, these seedlings will
become large, dedicated carbon fixing forests over several hundred square miles. ArborGen expects to
provide seedlings and technical advice through multi-year purchase agreements and execute the first of
these agreements in FYE23.
Our seedlings are used in the protection and renewal of important
or damaged areas
ArborGen hardwood seedlings, such as oaks, ash and tupelos, 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.
AborGen’s culture of sustainability is built into our 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.
Our tree seedlings are grown 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.
We plant trees on all acreage feasible around our nurseries to drive carbon capture, reduce soil erosion
and optimise soil conditions.
Our network of nurseries is 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 allow 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.

19
Our People
ArborGen aims to make a positive contribution to our workers, our customers and communities. Our
people are critical to achieving our mission – we aim to provide an inclusive, safe and healthy workplace
for our team of talented employees. We are continuously developing our culture of performance and
growth including employee development and driving our inclusion and diversity strategy. We have a
culture of equity, fairness, and accountability. Employees are encouraged to speak up and we believe that
this in turn improves our company. Our team is customer focused and committed to success. We give
back to our community through support of selected causes.
Inclusion and diversity – We have a culture of respect and equality that recognises and celebrates
diversity and inclusion in all forms. We strive to recruit, train and maintain a diverse team of individuals.
Our workforce spans a wide range of age, cultural profiles and backgrounds. We come from different
backgrounds and we believe diversity of thought helps innovation. All employees are required to complete
two online training modules to prevent discrimination or harassment. Read more on our formal policy on
page 65.
Health and safety – A top priority is to keep our workers safe. Our goal is to operate in a way that
supports the wellbeing of our people, physically and emotionally. Managers are accountable for the safety
of their teams and continually monitor and address any issues using the RAM (Risk Assessment Matrix)
and the SixS programmes. We offer fitness goal challenges and a wellness benefit to our employees for
reduced insurance premiums once they complete annual fitness exams. COVID-19 policies and a variety of
strict protocols created in FY 2021 have stood us in good stead during FY 2022.
Equitable compensation – We believe in recognising and rewarding the effort of all our people.
Ethical labour practices are essential and we pay fair wages and salaries. Pay equity is ensured by
conducting remuneration reviews every two years.
Education and training – Continuous development of a performance and growth culture
includes training and development at all levels.
Accountability – Our Code of Conduct guides behaviour that creates a comfortable and rewarding
workplace. ArborGen has zero tolerance for harassment and discrimination and offers ongoing
programmes on different diversity and inclusion topics. The Board has practices in place to ensure
diversity and fairness within the organisation.
Positive
Social Impact

20ArborGen Holdings Limited and Subsidiaries Annual Report 2022
Dr Patrick Cumbie
Director of Global Product Development
In his current role at ArborGen, Patrick is responsible for
leading product development activities for pine in the US
and Brazil. This includes breeding and testing for MCP
and varietal development, genetic data analysis, genomic
projects, sales and product support.
“ArborGen’s demonstration plots become very valuable
to our customers. Each year ArborGen installs many acres
of field trials on different sites to evaluate hundreds of
families across the south eastern United States. All of this
is done to help demonstrate the opportunities a landowner
has to increase the value and performance of their forest
plantation by selecting the right genetics.“
Patrick has been involved in forestry research and
development for 20 years. His career has largely focused
on planning and implementing accelerated breeding
programmes. Prior to joining ArborGen in 2010, Patrick was
a research forester. He is an adjunct assistant professor at
NC State University and serves on the board of the North
American Forest Genetics Society. He received his BS, MS,
and PhD in Forestry from North Carolina State University.
Dr Weiming Wang
Director of In Vitro Technology
The ArborGen in vitro system is a result of decades of
intensive research efforts and investment. For the past
12 years, Weiming has lead our team of highly experienced,
well regarded scientists that have developed and
implemented a bio process system that uses advanced
plant breeding technologies and clonal propagation to
mass produce selected varietal seedlings. They have
developed a totally integrated process that moves from
new cell line development to cryopreservation, cell banking,
process validation and high throughput production of in
vitro plants. The focus has been primarily loblolly pine but
they have also worked with other forestry species, and
also offer highly specialised biotechnology capabilities to
external organisations - the team have been contracted
to work on the development of in vitro technologies of a
number of other species such as hemp, sugarcane, avocado
and banana. Weiming believes ArborGen has the broadest
portfolio of intellectual property in the industry, as well as
the largest and most diverse repositories of germplasm,
encompassing more than 20 commercial tree species
and hybrids.
Weiming received her Ph.D. in Biology and a Master’s
degree while studying in Canada, and has a BS degree
from Nanjing Agricultural University in China.

21
Gabriela Monnerat
Director of Operations, Brazil
Gabriela joined ArborGen in 2010 and has been the
Director of ArborGen do Brazil since 2012. During her
time at ArborGen, she has been developing a start-up
of commercial operations for the production and sale
of eucalyptus and pine seedlings, with an emphasis on
genetic technology sales. She oversees the management
of three nurseries, an orchard and a network of contract
producers with seedling capacity of approximately 100
million per annum. She believes Brazil has significant
upside growth potential from advanced genetics
adoption from lower end genetics and that the increasing
recognition of the value of ArborGen’s proprietary
products will contribute to sales increases in future years.
Her academic background includes a degree in Forest
Engineering, postgraduate degrees in Pulp and Paper
Technology and Breeding. She also holds a Master's
degree in Forest Resources and an MBA. Prior to
ArborGen, she worked for 10 years in the research and
development area of a multi-national pulp and paper
company where she was part of the team responsible
for the company's breeding program, as well as for
wood quality control in pulp and paper mills.
Jason Watson
Manager, Reforestation Advisors
Originally from Mississippi, Jason joined CellFor in 2008
(bought by ArborGen in 2012) and began his long career
with the company as Business Development Manager.
He subsequently became a Reforestation Advisor, and is
now the Manager of Reforestation Advisors.
Jason’s team are foresters specialising in all aspects of
reforestation, offering expertise in silvicultural techniques
and genetics selection to launch a new forest successfully.
“Reforestation Advisors’ wealth of experience and training
give them the unique ability to carefully listen to each
client’s land management goals and aspirations to develop
a deep understanding of how best to serve them.”
Jason is a highly knowledgeable, experienced forester
with a passion for helping people. His B.S in Forestry
has recently been followed by a Master’s degree.

22ArborGen Holdings Limited and Subsidiaries Annual Report 2022
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 over 2,000 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 in the USA, Brazil and New Zealand. 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 Dorchester Paws, an animal shelter and the Lowcountry Food Bank.
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. We have
contributed both money and historic material to the Forest History Society in North Carolina.

23
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 FY22 can be read on pages 61 to 71.
Strong
Governance

24ArborGen Holdings Limited and Subsidiaries Annual Report 2022
DAVE KNOTT JR: Appointed 19 August 2021
(1)
Chairman
BA University of North Carolina at Chapel Hill
Dave is the 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, and is on the Advisory Boards of The HiGro Group, LLC and Tenon Clearwood Limited Partnership.
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)
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, Financial Controller of British Telecom
Northern Ireland and Group Finance Director of Molino Beverages based in Dublin. He is currently a Director of
Hellers Group Holdings, Chairman of Bremworth, Netlogix, Essano and New Zealand Frost Fans. 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 and is Chair of the Business Leaders' Health and Safety Forum.
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.
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
programme, 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 Advisory Board of the MUSC Hollings Cancer Center.
Our Board
(1) Dave Knott Jr was appointed as the alternate director for David Knott Sr on 24 February 2017. David Knott Sr retired on 19 August 2021
and Dave Knott Jr was appointed to the board on that date.

25
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, Tamata Hauha, Vortex Power
Systems, Argus Fire Systems Service and Genus ABS (NZ).
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 a Trustee and Board Member of Yale Greenwich
Hospital, and 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 and Accounting
Patrick Cumbie,
Director of Global Product
Development
John Pait,
VP Sales & Marketing
Jason Watson,
Manager, Reforestation Advisors
Weiming Wang,
Director of In Vitro Technology
Gabriela Monnerat,
Director of Operations Brazil
Sharon Ludher-Chandra,
Company Secretary and Performance
Improvement Director
Alex Brown,
Chief Financial Officer

Financial Statements27
Notes to the Consolidated Financial Statements31
Independent Auditor’s Report
General Information
58
– Governance61
– Statutory Information72
– Directory76
Financial Statements
FOR THE PERIOD ENDED 31 MARCH 2022

27
Notes
Year ended
March 2022
US$m
Year ended
March 2021
US$m
Revenue2447.642.8
Cost of sales7 (29.8)(27.2)
Gross profit17.815.6
Other income–0.8
Administration expense(15.1)(15.4)
Operating earnings excluding items below2.71.0
Strategic review costs, government grants and other7(4.0)1.9
Operating profit (loss) before financing expense (1.3)2.9
Financing expense(1.7)(2.0)
Profit (loss) before taxation(3.0)0.9
Tax benefit84.70.6
Net earnings (loss) after taxation from continuing operations1.71.5
Net earnings after taxation from discountinued operations31–1.7
Net earnings (loss)1.73.2
Earnings (loss) per share information (cents per share)
From continuing operations
Basic 0.30.3
Diluted0.30.3
From continuing and discontinued operations
Basic0.30.6
Diluted0.30.6
Weighted average number of shares outstanding (millions of shares)
Basic 500.8499.5
Diluted503.5502.8
(1) 31 March 2021 has been re-presented to show net profit after taxation from discontinued operations separately.
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 2022
Financial Statements
FOR THE PERIOD ENDED 31 MARCH 2022
Re-presented
(1)

28ArborGen Holdings Limited and Subsidiaries Annual Report 2022
ArborGen Holdings Limited and Subsidiaries
Consolidated Statement of Comprehensive Income
FOR THE YEAR ENDED 31 MARCH 2022
Notes
Year ended
March 2022
US$m
Year ended
March 2021
US$m
Net earnings (loss)1.73.2
Items that may be reclassified to the Consolidated Income Statement:
Movement in currency translation reserve200.92.2
Movement in hedge reserve200.60.4
Other comprehensive earnings (loss) (net of tax)1.52.6
Total comprehensive earnings (loss)3.25.8
Notes
Year ended
March 2022
US$m
Year ended
March 2021
US$m
Total comprehensive earnings (loss)3.25.8
Movement in ArborGen Holdings shareholders’ equity:
Movement in issued capital190.30.2
Movement in share based payment reserve20(0.3)0.3
Total movement in shareholder equity3.26.3
Opening Group equity14 8.2141.9
Closing Group Equity151.4148.2
The accompanying notes form part of, and are to be read in conjunction with, these financial statements.
ArborGen Holdings Limited and Subsidiaries
Statement of Changes in Equity
FOR THE YEAR ENDED 31 MARCH 2022

29
Notes
Year ended
March 2022
US$m
Year ended
March 2021
US$m
Cash was provided from operating activities
Receipts from customers56.552.5
Government grants received–4.6
Cash provided from operating activities56.557.1
Payments to suppliers, employees and other(49.0)(47.2)
Cash (used in) operating activities(49.0)(47.2)
Net cash from (used in) operating activities7. 59.9
Proceeds on sale of discontinued operations3115.2–
Investment in fixed assets13(1.5)(1.0)
Investment in intellectual property15(3.1)(3.7)
Net cash from (used in) investing activities10.6(4.7)
Debt drawdowns3.28.5
Repayment of lease liabilities(0.9)(1.3)
Debt repayment(10. 1)(12.4)
Interest paid(1.7)(2.0)
Net cash from (used in) financing activities(9.5)(7.2)
Net movement in cash8.6(2.0)
Opening cash, liquid deposits and restricted cash6.27.9
Effect of exchange rate changes on net cash0.40.3
Closing Cash, Liquid Deposits and Restricted Cash15.26.2
Net earnings after taxation1.73.2
Adjustment for:
Financing expense1.72.0
Depreciation and amortisations71 0.110.2
Taxation(4.7)(0.6)
Foreign exchange(0.3)0.4
Deferred grant income–0.9
Gain on sale of discontinued operations(2.2)–
Non cash inventory movement(3. 1)–
Change in fair value of biological assets–0.1
Other non cash items0.10.7
Cash flow from operations before net working capital movement3.316.9
Trade and other receivables1.4(1.7)
Inventory7. 2(5.3)
Trade and other payables(4.4)–
Net working capital movement4.2( 7.0)
Net cash from operating activities7. 59.9
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 2022

30ArborGen Holdings Limited and Subsidiaries Annual Report 2022
ArborGen Holdings Limited and Subsidiaries
Consolidated Balance Sheet
AS AT 31 MARCH 2022
Notes
March 2022
US$m
March 2021
US$m
Current assets
Cash and liquid deposits915.26.2
Trade and other receivables1010.812.2
Inventory1127. 334.5
Total current assets53.352.9
Non current assets
Fixed assets1332.943.3
Derivative financial instruments15 & 270.3–
Right-of-use assets144.75.8
Intellectual property15 & 1697.1101.3
Deferred taxation asset123.8–
Total non current assets138.8150.4
Total assets192.1203.3
Current liabilities
Trade, other payables and provisions17(8.7)(13. 1)
Current lease obligation22(0.8)(0.8)
Current debt18(1.0)(1.0)
Current taxation liability–(0. 1)
Deferred grant income7–(0.9)
Total current liabilities(10.5)(15.9)
Term liabilities
Term debt18(25.7)(32.6)
Derivative financial instruments5 & 27–(0.3)
Lease obligation22(4.2)(5. 1)
Deferred taxation liability12(0.3)(1.2)
Total term liabilities(30.2)(39.2)
Total liabilities(40.7)(55. 1)
Net assets151.4148.2
Equity
Share capital19202.8202.5
Reserves20(51.4)(54.3)
Total group equity151.4148.2
Net Asset Backing29US 30 cpsUS 30 cps


Dave Knott Jr Paul Smart
Chairman of the Board Audit Committee Chairman
30 May 2022
Both of the above signatories certify that these financial statements comply with New Zealand 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.

ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 MARCH 2022
31
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 2022 ArborGen Holdings
had one investment ArborGen Inc (ArborGen Inc) (95% economic interest (with 5% warrants outstanding relating to ArborGen’s
acquisition of Cellfor), and 100.0% 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 30 May 2022.
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 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-19
The global COVID-19 pandemic materially affected ArborGen’s continuing operations in 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-19
became apparent.
Under the various governmental COVID-19 recovery plans ArborGen has received support in the US and for our discontinued operations in
New Zealand and Australia. In May 2020 ArborGen Inc received $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. Forgiveness for this loan was received in July 2021.
In March 2021 ArborGen Inc received a second SBA loan under the PPP of $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-19. 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. ArborGen has applied for forgiveness for this second round of PPP funding.

ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 MARCH 2022
32ArborGen Holdings Limited and Subsidiaries Annual Report 2022
Whilst forestry operations have continued throughout the COVID-19 pandemic there have been significant COVID-19 related issues impacting
the forestry sector. Sawmill closures and staffing shortages have been ongoing problems in 2020, 2021 and into 2022, impacting on sawmills'
ability to operate and staff shifts. The ability of planting crews to transport seedlings and required equipment have hampered efforts to plant
forestry blocks which compounded the 2020 immigrant worker issues. These factors have limited sawmill production and therefore cutting
and the ability to replant sites. For ArborGen this has resulted in the write off of $1.6 million of seedlings in the current period and $1.5m in
the prior year (for continuing operations). To mitigate the impact of COVID-19 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 the Group’s non-current assets is assessed in accordance with the impairment policy on page 34. Performing
these assessments generally requires management to estimate future cash flows to be generated by the ArborGen cash generating
unit (“CGU”), which entails making judgements about the expected future performance and cash flows of the CGU and the appropriate
discount rate to apply when valuing future cash flows.
The carrying values of assets acquired are also affected by the estimates and judgements applied to capitalisation of developmental
expenditure and the adopted amortisation policy. Following the revision of the useful life, the amortisation period for intellectual
property has been reduced from 20 years down to 17 years, see “intellectual property” policy on page 33.
Basis of Consolidation
Subsidiaries

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its
subsidiaries). Control is achieved when the Company:
- Has the power over the investee;
- Is exposed, or has rights, to variable returns from its involvement with the investee; and
- Has the ability to use its power to affect its returns.
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more
of the three elements of control listed above. ArborGen is a subsidiary of ArborGen Holdings Limited.
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control
of the subsidiary. Specifically, the results of subsidiaries acquired or disposed of during the year are included in profit or loss from the
date the Company gains control until the date when the Company ceases to control the subsidiary. Where necessary, adjustments are
made to the financial statements of subsidiaries to bring the accounting policies used into line with the Group’s accounting policies. All
intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between the members of the Group are
eliminated on consolidation.

ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 MARCH 2022
33
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. Income and expense items are translated at the average exchange rates for the period, unless exchange
rates fluctuate significantly during that period, in which case the exchange rates at the date of transactions are used. 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.
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. In line with our policy we have reviewed the useful
life each balance date and adjusted if appropriate. Following this year’s review we have adjusted the useful life to 17 years, from the
previous 20 years.
In assessing the useful life we took into account the advancements in technology, such as genomics, and the ability of these new
technologies to shorten the product development lifecycle. Whilst we still believe there are significant technological difficulties in replicating
our advanced genetics products, we believe that these new technologies potentially shortened the product development life cycle. These
new technologies will also benefit ArborGen increasing our ability to accelerate new product development. Consequently we believe that a
useful life of 17 years is now appropriate.

ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 MARCH 2022
34ArborGen Holdings Limited and Subsidiaries Annual Report 2022
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.
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.

ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 MARCH 2022
35
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. 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.
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).

ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 MARCH 2022
36ArborGen Holdings Limited and Subsidiaries Annual Report 2022
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.
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.

ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 MARCH 2022
37
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 these 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
‘Impairment’ policy.
Variable rents that do not depend on an index or rate are not included in the measurement of 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.
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.

ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 MARCH 2022
38ArborGen Holdings Limited and Subsidiaries Annual Report 2022
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.
Short-term and other long-term employee benefits
A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave and sick leave in the period the
related service is rendered at the undiscounted amount of the benefits expected to be paid in exchange for that service.
Liabilities recognised in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be
paid in exchange for the related service.
Liabilities recognised in respect of other long-term employee benefits are measured at the present value of the estimated future cash
outflows expected to be made by the Group in respect of services provided by employees up to the reporting date.
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 disclosures 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 New
Zealand. Generally, there are limited cash flows between New Zealand and the US, and the foreign exchange risk is limited to the translation
effect on its net earnings and balance sheet from movements in the USD against the NZD. 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.
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.

ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 MARCH 2022
39
5.3 Liquidity risk
The Group has three banking facilities (in total $36.8 million (2021: $39.9 million)). Three are with two banks in the United States; a $9.3
million reducing loan (2021: $10.0 million) which matures in May 2036, a $17 million revolver which expires in August 2023 (2021: $17 million)
and a $10.5 million seven year mortgage (2021: $10.9 million). During the year the Group repaid the $2.88 million of Notes issued to related
parties, at balance date there was nothing further owed (2021: $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 2023.
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
$9.3 million reducing loan facility and the $10.5 million mortgage facility fixed via an interest rate swap. The US revolver facility is a
floating rate facility.
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 2022, the Group had one interest rate swap with a notional amount of $10.5 million (2021: $10.9 million), covering the
US head office property mortgage facility. The swap, entered into in August 2019 and expiring in August 2026, receives a floating rate of
2.45% above 30-day LIBOR and pays a fixed interest rate of 3.52%. This swap is designated a cash flow hedge, is fully effective with the
counterparty being Synovus the issuing bank.
5.5 Capital risk
ArborGen Holdings capital includes share capital, reserves and retained earnings, and ArborGen Holdings manages capital in such a manner
as to maintain stakeholder confidence and safeguard ArborGen Holdings’ ability to continue as a going concern, whilst also maximising
the return for shareholders and sustaining resources for the future development of the business. In order to maintain or adjust the capital
structure ArborGen Holdings may, pay dividends or return capital, or issue new shares or sell assets.
6 REPORTING CURRENCY
The Group reports in United States dollars (US$), consequently all financial numbers are in US$ unless otherwise stated.

ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 MARCH 2022
40ArborGen Holdings Limited and Subsidiaries Annual Report 2022
7 OPERATING EXPENSES INCLUDE
Note
Year ended
March 2022
US$m
Year ended
March 2021
US$m
Depreciation and amortisations included in:
Cost of sales expense (1.8) (2.3)
Administration expense: intellectual property
15
(7.3)(6.2)
Administration expense: general & administration(0.5)(1.3)
Total depreciation and amortisations(9.6) (9.8)
Cost of inventory expensed in cost of sales (29.8) (27.2)
Employee related expenses (excluding restructuring and transaction-related expenses)(12.5)(13.4)
Government grant income
(1)
0.93.4
Seedling write off
(2)
(1.6)(1.5)
Inventory cost adjustment
(3)
(1.5)_
Strategic review and other
(4)
(1.8)–
Strategic review, government grants, inventory adjustment and other(4.0)1.9
(1) Under the various governmental COVID-19 recovery plans ArborGen has received support in the US, New Zealand and Australia. In
March 2021 ArborGen Inc received a second SBA loan under the CARES Act Paycheck Protection Program (PPP) of $2.0 million. This
funding was to ensure ArborGen retained all employees and avoided any layoffs, and similar to the previous loan, if all employees
were 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 would be forgiven. At the beginning of the period $0.9 million of this tranche
was recognised as a liability. These funds have since been used to fund payroll costs including benefits and other business related
costs. Consequently application has been made for forgiveness, and the remaining loan has been released into earnings. Forgiveness
for the first round of PPP funding ($2.3 million from May 2020) was received in July 2021 and application for forgiveness for the
second round (from March 2021) has been applied for. Refer to note 3 further information.
(2) The Group incurred significant costs directly related to the COVID-19 pandemic, primarily due to cancellation of ordered seedlings in
the US, where sawmill closures in both 2020 and 2021 delayed harvesting and in turn 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-19, led to planting labour shortages during the critical planting season in 2020. Sales orders
cancelled due to the
COVID-19 pandemic left ArborGen with 32 million seedlings that had to be destroyed, resulting in a seedling
write off of $1.6 million (2021; $1.5 million).
(3) In mid-March, a cold front moved across the south-eastern United States, with temperatures dropping to the mid 20 degrees
Fahrenheit (negative 4 to 6 degrees Celsius) at our Georgia, South Carolina and Florida orchards. The combination of these extremely
low temperatures and very high winds resulted in significant damage to bagged MCP flowers. As a result, the volume of MCP seed
ArborGen expects to be harvested in November 2023 has reduced by 35%. The $1.5 million inventory adjustment returns the carrying
value, of expected inventory, to normal production levels.
(4) The objective of the strategic review was to consider all options to unlock value for the benefit of all shareholders. These options
included (but are not limited to) a potential sale of all of the shares in, or all or some of the assets of the Company, or a US listing. The
November 1, 2021 announcement that ArborGen had agreed to sell the assets of its Australian and New Zealand (ANZ) operations to
ArborGen ANZ Limited Partnership which was completed on 30 November and the ANZ operations are shown as discontinued. The
Group has incurred costs in relation to the strategic review including costs specifically related to the sale of the ANZ operations.
Re-presented

ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 MARCH 2022
41
Expenses incurred also includes payments made and accrued for:
- Directors fees for Non-executive Directors of ArborGen Holdings for the current period of $215,012 (paid in NZ$307,042 (2021:
$232,881 (paid in NZ$341,000))). In addition Non-executive Directors participate in Directors share plans, $47,317 was accrued in
relation to these share plans (NZ$64,915) (2021: $148,496 (NZ$224,017)). In September 2021, 829,017 shares vested to Directors under
the plans together with cash tax payments of $69,182 (NZ$98,508) (refer to notes 19, 20 and 25).
- The statutory audit of the annual financial statements in the current period; for ArborGen Holdings NZ$105,000 (2021: NZ$104,000)
and ArborGen Inc $193,000 (Deloitte) (2021: $190,000).
- Audit related services, including attendance of the ASM provided by Deloitte for ArborGen Holdings in the current period were
NZ$10,500 (2021: NZ$10,500).
- Refer to Reporting and Disclosure and Auditors in the Corporate Governance section of the Annual Report for commentary on the
Audit Committee process in managing the relationship with the Auditor and confirming their independence.
8 INCOME TAX EXPENSE
Note
Year ended
March 2022
US$m
Year ended
March 2021
US$m
Earnings (loss) before taxation(3.0) 1.0
Taxation at 28%0.8(0.3)
Adjusted for:
Change in deferred tax liability12 0.90.6
Net taxation losses not recognised(0.8)(0.2)
Recognition of previously unrecognised losses
(1)
123.80.5
Taxation (expense) / benefit4.70.6
(1) Reflects the recognition and 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 $15.2 million (2021: $6.2 million) refer to note 18.
10 TRADE AND OTHER RECEIVABLES
March 2022
US$m
March 2021
US$m
Trade debtors 8.3 10.3
Prepayments2.51.8
Other receivables– 0.1
Trade and other receivables10.812.2
Re-presented

ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 MARCH 2022
42ArborGen Holdings Limited and Subsidiaries Annual Report 2022
11 INVENTORY
March 2022
US$m
March 2021
US$m
Finished goods - seedlings1.4 1.4
Work in progress - seedlings
(1)
2.38.2
Finished goods - seed16.816.0
Work in progress - seed
(2)
6.88.1
Fair value on biological assets
(3)
–0.8
Inventory27. 334.5
(1) Work in progress - seedlings, is principally preparation costs for seedling crops.
(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 of biological assets relating to the ANZ crop
sold in November 2021.
Fair value adjustment on biological assets
March 2022
US$m
March 2021
US$m
Opening balance0.8 0.9
Change in fair value of biological assets recognised in income statement
Fair value change for crop to be lifted in the coming period–0.8
Reversal of prior period fair value change(0.8)(0.9)
Change in fair value of biological assets recognised in income statement as part of discontinued
operations
(0.8)(0.1)
Closing fair value uplift biological asset–0.8
At 31 March 2021 only the Australasian crops were established and fair valued, with those crops primarily lifted from late May through
until September of each year. Following the sale of the ANZ operations, at year end, ArborGen has no crops established to which IAS 41
is applicable.
12 TAXATION
Deferred taxation asset
Note
March 2022
US$m
March 2021
US$m
Opening provision for deferred taxation asset––
Movement in period83.8–
Deferred taxation (asset) 3.8 –
Deferred taxation liability
Note
March 2022
US$m
March 2021
US$m
Opening provision for deferred taxation liability(1.2)(1.8)
Movement in period80.90.6
Deferred taxation liability (0.3) (1.2)
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 $0.3 million (2021: $1.0 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. As at March 2021 the Group had taxation losses
(gross before valuation adjustments) of $89.1 million, predominately in the United States. As at March 2022 the Company, together
with its advisors, have assessed the available tax strategies and forecasts of future taxable income, in determining the need for a partial
release of the valuation allowance on its deferred tax assets. The probability of future utilisation has been assessed as being probable,
resulting in an adjustment to the valuation allowance and the recognition of a $3.8 million deferred tax asset (tax effected). The Group
has unrecognised tax losses in New Zealand of $35.5 million (2021: $35.3 million) and $39.3 million in the US (2021: $53.8 million).

ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 MARCH 2022
43
13 FIXED ASSETS
March 2022
US$m
March 2021
US$m
Cost
Land11.6 16.0
Buildings23.425.7
Plant and equipment 3.7 6.5
Total cost38.748.2
Accumulated depreciation
Buildings (4.1) (3.2)
Plant and equipment(1.7)(1.7)
Total accumulated depreciation (5.8) (4.9)
Net book value
Land11.616.0
Buildings19.322.5
Plant and equipment2.04.8
Fixed assets net book value32.943.3
Domicile of fixed assets
Australasia–10.1
United States32.933.2
Fixed assets net book value32.943.3
Fixed assets net book value
Land
US$m
Buildings
US$m
Plant and
equipment
US$m
To t a l
US$m
31 March 2021
Opening net book value 15.3 22.7 5.5 43.5
Exchange differences0.70.40.51.6
Additions–0.60.41.0
Depreciation charge–(1.2)(1.6)(2.8)
Fixed assets net book value as at 31 March 2021 16.0 22.5 4.843.3
31 March 2022
Opening net book value 16.022.5 4.843.3
Exchange differences––0.10.1
Additions–0.41.11.5
Sale of assets
(1)
(4.4)(2.5)(3.3)(10.2)
Depreciation charge–(1. 1)(0.7)(1.8)
Fixed assets net book value as at 31 March 202211.6 19.3 2.0 32.9
(1) On 30 November 2021 the Group disposed of its Australian and New Zealand operations.

ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 MARCH 2022
44ArborGen Holdings Limited and Subsidiaries Annual Report 2022
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$m
31 March 2021
Opening net book value4.21.5 5.7
Exchange differences0. 1–0. 1
Additions0.50.51.0
Depreciation charge(0.5)(0.5)(1.0)
Right-of-use assets net book value as at 31 March 20214.3 1.5 5.8
31 March 2022
Opening net book value4.31.55.8
Additions –0.70.7
Disposal of ANZ operations
(1)
(0.8)–(0.8)
Depreciation charge(0.3)(0.7)(1.0)
Right-of-use assets net book value as at 31 March 20223.2 1.5 4.7
(1) On 30 November 2021 the Group disposed of its Australian and New Zealand operations.
15 INTELLECTUAL PROPERTY
Note
March 2022
US$m
March 2021
US$m
Opening balance 101.3 103.8
Capitalisation during period3.13.7
Amortisation during period
7
(7.3) (6.2)
Intellectual property 97.1 101.3
Total cost
126.5123.4
Accumulated amortisations(29.4)(22.1)
Intellectual property97.1101.3
Note the useful life for intellectual property has been reassessed as 17 years, down from the previous 20 years. Refer to note 4 for more
information. This has increased the current amortisation expense by $1.1 million and will result in similar levels of annual amortisation
moving forward.
16 ARBORGEN INVESTMENT AND IMPAIRMENT
We regularly review the carrying value of ArborGen as a single 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 2021), 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 2021 Case). We have applied the same approach this year with our 2022 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.

ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 MARCH 2022
45
Our DCF impairment model values only the projected cash flows from the existing core markets (i.e. United States and Brazil).
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.
The assumptions that have been utilised to derive the 2022 Case cash flows, are -
- 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 more recent acquisition growth;
- 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;
- 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 Open Pollinated (OP) and Mass Control Pollinated (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 64% (primarily MCP® adoption)
of its total US loblolly sales. This adoption rate is significantly lower than ArborGen’s current projected US MCP seed supply as
younger seed orchards mature and near-term supply constraints are overcome;
- Continued growth in Brazil following the recent expansion of ArborGen’s internal production capabilities in Minas Gerais, Mato
Grosso do Sul, Sao Paulo and Santa Catarina.
- 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 discounted at a cost of capital that reflects the underlying risk inherent in the cash flow assumptions. 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 (CAPM) and the cost of debt based on the risk-free rate plus the option
adjusted spread for BBB rated bonds.
Specifically, we used a nominal post-tax WACC of 11%. The cost of equity included in the WACC uses the average beta of guideline
public companies from the timberland and ag/biotech sectors (considered similar to ArborGen in terms of sector exposure) of 0.94,
and included a “small company” size premium of 5% to reflect ArborGen’s relative size, as well as a country risk premium for Brazil.
The derived cost of equity for the US was 12.1% and 15.1% for Brazil, and the derived cost of debt (post-tax) was 3.6%. A terminal
nominal growth rate of 3% (i.e. 0% real terminal growth) was assumed.
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 following table 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 64%,
up from the FY2023 Budget assumption of circa 40%. However, keeping all other elements constant and excluding Brazil from the
valuation, even if the uptake reached only 42.5% by terminal year, this would not result in an impairment.

ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 MARCH 2022
46ArborGen Holdings Limited and Subsidiaries Annual Report 2022
US$ millions2022 Case 2021 Case
US Loblolly Market - terminal year assumptions
Loblolly market size - millions 913 900
ArborGen market share %37.8%37.8%
ArborGen unit sales - millions 345 340
% advanced genetics MCP62%59%
% advanced genetics Varietal2%2%
% traditional genetics36%39%
Total ArborGen valuation
US inflation rate3.0%3.0%
Terminal Growth Rate (TGR)
(1)
3.0% 3.0%
Nominal post-tax discount rate11.0%10.6%
Terminal year sensitivities equity value impact (increase / decrease) US$ millionsEquity value change by
Total market size - 25 million+/- $1.2+/- $1.8
Market share by 1%+/- $1 .0+/- $1.8
Advanced genetics adoption by 1%+/- $0.9+/- $2.7
Real MCP price by 5%+/- $ 5 . 6+/- $11.0
(1) A TGR of 3% in a 3% inflation environment equates to a 0% real TGR assumption.
17 TRADE, OTHER PAYABLES AND PROVISIONS
March 2022
US$m
March 2021
US$m
Trade creditors (6.6) (6.8)
Accrued employee benefits
(1)
(0.8)( 1.8)
Other payables (0.7)( 1.0)
Seedling mortality(0.1)(0. 1)
Seedling deposits from customers
(2)
(0.5) (3.4)
Trade, other payables and provisions(8.7)(13.1)
(1) Includes accrued expense of $0.1 million (2021: $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.

ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 MARCH 2022
47
18 TERM AND CURRENT DEBT
Summary of repayment terms
March 2022
US$m
March 2021
US$m
Due for repayment:
Less than one year ( 1.0) (1.0)
between one and two years(8.0)(3.9)
between two and three years(1. 1)(11.0)
between three and four years (1. 1) (1.0)
between four and five years (1. 1) (1.0)
after five years(14.4)(15.7)
Total term and current debt (26.7) (33.6)
Summary of interest rates by repayment periodMarch 2022March 2021
Due for repayment:
Less than one year 3.89% 3.99%
between one and two years4.02%4.22%
between two and three years4.35%3.98%
between three and four years4.35%4.37%
between four and five years4.35%4.37%
after five years4.13%4.12%
Current debt - weighted average interest rate3.89% 3.
99%
Term debt - weighted average interest rate4.41% 4.48%
The weighted average interest rates reflect the effective interest rate, inclusive of fee amortisations.
At 31 March 2022 the Group had debt facilities with the following banks: Synovus Financial Corporation (Synovus) and AgSouth Farm
Credit (AgSouth) in the United States. The Westpac New Zealand Limited facility in New Zealand and the subordinated promissory
notes (issued to Directors, shareholders and senior management in August 2019) were both fully repaid from funds from the ANZ
Operations sale.
ArborGen has a non-revolving promissory note issued to AgSouth for $9.3 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 $7 million) with an
expiry of 31 August 2023. The facility requires an annual 60-day (continuous) pay down maximum borrowing limit (between 1 March and
31 August) to $10 million. The LOC bears interest at the 30 day LIBOR base rate plus 2.75%, subject to a minimum annual rate of 3.5%,
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 $25 million respectively.
Rubicon Industries USA LLC (RIUSA) has a $10.5 million mortgage from Synovus, which is secured by headquarters land and buildings.
The mortgage is a seven-year term facility expires in August 2026 and is based on a 20-year amortising loan, incurring interest at the
30-day LIBOR base rate plus 2% (currently 2.45%). 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 2022 the Group held cash and liquid deposits of $15.2 million (2021: $6.2 million) and had debt of $26.7 million and lease
liabilities of $5.0 million (2021: $33.6 million of debt and $5.9 million of lease obligations).

ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 MARCH 2022
48ArborGen Holdings Limited and Subsidiaries Annual Report 2022
19 CAPITAL
Share capital
March 2022
US$m
March 2021
US$m
Share capital at the beginning of the period202.5202.3
Issue of shares
(3)
––
Vesting of shares - share plans
(1) (2)
0.30.2
Share capital202.8 202.5
Number of shares
March 2022March 2021
Opening shares on issue499,611,738499,395,391
Issue of shares
(3)
1,875,020216,347
NNumber of shares on issue501,486,758499,611,738
Treasury stockMarch 2022March 2021
Opening shares on issue1,102,6831 , 9 3 1 ,700
Vesting of shares
(1) (2)
(829,017)(829,017)
Number of shares on issue 273,666 1,102,683
(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 2021 the third (and final) tranche of 555,351 shares
vested to the three Directors (185,117 each) (refer to note 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 2021 the second tranche of 273,666 shares vested to George Adams (refer to note 20
for share based payment information).
(3) In July 2021 ArborGen awarded 3,933,535 RSU's (restricted share units) to ArborGen Inc executives, in relation to its FY2021
Long Term Incentive (2021 LTI) Plan. Pursuant to this award, ArborGen Holdings issued 1,620,391 new shares, 1,156,572 of those
shares represent the first of three equal tranches awarded under the 2021 LTI Plan and 463,819 shares were issued to one retiring
employee (with all three tranches vesting on retirement). Following the sale of the ANZ operations 254,629 shares were issued to
one executive, being the remaining two tranches vesting on divestment of the business. The remaining RSUs (2,058,515) will vest
over the next two anniversaries of the award, provided that the holder of the RSU remains employed by the ArborGen Group on
the applicable vesting date. In accordance with the provisions of an Executive Fixed Trading Plan, on 30 November 2020, 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.

ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 MARCH 2022
49
20 RESERVES
Retained earnings
March 2022
US$m
March 2021
US$m
Opening balance (53.3) (56.5)
Net earnings (loss)1.73.2
Closing balance(51.6)(53.3)
Cash flow hedge reserve
(1)
Opening balance(0.3) (0.7)
Fair value gains / (losses) for the year0.60.4
Closing balance 0.3 (0.3)
Share based payments reserve
Opening balance0.50.2
Non-Executive Directors' Share Plan
(2)
–0. 1
Non-Executive Directors' Share Plan shares vested
(3)
(0.1)(0.2)
Executive share plan
(4)
(0.2)0.4
Closing balance 0.2 0.5
Currency translation reserve
Opening balance(1.2)(3.4)
Translation of independent foreign operations(1.6)2.2
Transfer to earnings
(5)
2.5–
Closing balance(0.3)(1.2)
Total reserves (51.4) (54.3)
(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 $47,317 was accrued in relation to the cost of the
share plan (NZ$64,915) (2021: $148,496 (NZ$224,017).
(3) Under the 2018 Rubicon Non-executive Directors' Share Plan, in the current period, the final tranche of 829,017 shares vested and the
relevant portion of share capital (2021: 829,017) (refer to note 19).
(4) Pursuant to the 2021 LTI plan (the Plan) an expense was accrued in 2021 in the share based payment reserve representing the portion
that will be settled by the issuance of shares. The fair value of the Plan was $0.6 million; which is to be settled in shares $0.4 million
and cash $0.2 million. The total restricted stock units (equivalent of an ordinary shares) under the Plan was 3,933,535. Refer to note 25
for more details.
(5) Following the sale of ArborGen's ANZ operations the currency translation reserve balance relating to these operations was reclassified
to the income statement in net earnings after taxation from discontinued operations.
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 five-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 obligation (refer to note 22).

ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 MARCH 2022
50ArborGen Holdings Limited and Subsidiaries Annual Report 2022
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 2022 are as follows:
Refer to Note
March 2022
US$m
March 2021
US$m
Lease obligations are reconciled as follows:
Current lease obligations27(0.8)(0.8)
Term lease obligations27 (4.2) (5. 1)
Total lease obligations (5.0) (5.9)
Financing expense includes interest payments relating to lease obligations of $0.3 million (2021: $0.3 million).
The lease expense for short-term leases was $0.3 million (2021: $0.3 million) and low value leases $32,000 (2021: $35,000).
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). The sale of ArborGen's ANZ operations reduced the lease liability recognised by $0.7 million in 2022.
23 REMUNERATION
Key management compensation


Refer to Note
Year ended
March 2022
US$m
Year ended
March 2021
US$m
Salaries and other short-term employee benefits 2.7 2.7
Share based payments (executive settlement share plan)
(1)
19 & 25– –
2.72.7
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.

ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 MARCH 2022
51
24 SEGMENTAL INFORMATION SUMMARY
The Group has one reportable segment and the analysis is as follows:
Forestry genetics
Year ended
March 2022
US$m
Year ended
March 2021
US$m
Operating revenue47.6 42.8
Financing expense (1.7) (2.0)
Tax (expense) / benefit4.70.6
Net earnings (loss) after taxation from continuing operations2.72.8
Total assets191.8203.3
Liabilities(40.4)(54.9)
Capital expenditure (4.2) (4.6)
Depreciation and amortisation

(9.6)(10.2)
Reconciliation
Discontinued operations
Revenue 9.7 9.9
Net earnings after taxation from discontinued operations–1.7
Tax (expense) / benefit(0.3)–
Capital expenditure(0.4)(0.2)
Corporate
Net earnings (loss) after taxation from continuing operations(1.0)(1.3)
Total assets0.3–
Liabilities(0.3)(0.2)
Total Group
Total revenue57. 3 52.7
Operating revenue - discontinued9.79.9
Operating revenue - continuing - per income statement
(1)
47.642.8
Financing expense(1.7)(2.0)
Tax (expense) / benefit - Total4.4 0.6
Tax (expense) / benefit - Continuing4.70.6
Net earnings (loss) after taxation - Total1.73.2
Net earnings (loss) after taxation - Continuing1.71.5
Total assets - per balance sheet192.1203.3
Total assets - Continuing192.1203.3
Total liabilities(40.7)(55.1)
Liabilities - Continuing(40.7)(55.1)
Capital expenditure(4.6)(4.8)
Capital expenditure - Continuing(4.2)(4.6)
Depreciation and amortisation (9.6) (10.2)
Re-presented

ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 MARCH 2022
52ArborGen Holdings Limited and Subsidiaries Annual Report 2022
The Group’s geographical analysis is as follows:
Australasia - discontinued operations
Year ended
March 2022
US$m
Year ended
March 2021
US$m
Operating revenue9.7 9.9
Non current assets–10.2
South America
Operating revenue7.76.0
Non current assets0.80.1
North America
Operating revenue39.936.8
Non current assets138.0 1 40.1
Total Group
Operating revenue
(1)
57. 352.7
Non current assets138.8150.4
(1) The Group's revenue represents sales of seedlings and treestock of $55.8 million (2021: $51.4 million) and the provision of logistic
services $1.5 million (2021: $1.3 million).
25 RELATED PARTY TRANSACTIONS AND BALANCES

Refer to Note
March 2022
US$m
March 2021
US$m
Income Statement
Non-executive Directors' Share Plan
(1)
7, 19 & 20(0.1) (0.2)
Directors remuneration (excluding Non-executive Directors' Share Plan) 7 (0.2) (0.2)
Executive share plan
(4)
19 & 20––
ArborGen senior management LTI plan
(2)
0.3(0.6)
Interest on subordinated notes
(3)
5.3(0.2)(0.2)
Balance Sheet
ArborGen senior management LTI plan
(2)
17 & 20(0.3)(0.6)
Subordinated notes
(3)
5.3–(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 were fully repaid in December 2021.
(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.

ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 MARCH 2022
53
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 2022, were:
Country of
Domicile
Interest %
March 2022
Interest %
March 2021
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 Unlimited
(2)
NZ10010031 MarchNon Trading
ArborGen Australia Holdings Pty LtdAustralia10010031 MarchHolding company
ArborGen Australia Pty Ltd
(2)
Australia10010031 MarchNon trading
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.
(2) On 30 November 2021 ArborGen completed the sale of the business operations of both ArborGen New Zealand Unlimited and
ArborGen Australia Pty Ltd to ArborGen ANZ Limited Partnership (previously Geyser Limited Partnership). Following the completion of
this transaction neither of these entities have any ongoing business operations.
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 2022March 2021
US$Non US$US$Non US$
Cash, liquid deposits and restricted cash
14.50.7 4.2 2.0
Trade debtors and other receivables
7.01.3 8.51.9
Trade creditors and other payables
( 7. 1 )(1.6)(8.7)(4.4)
Current debt
(1.0)– (1.0)–
Non current debt
(25.7)–(32.6)–
Lease obligation
(4.9)–(5.2)(0.7)
Gross balance sheet exposure
0.4(1.2)
The following exchange rates applied during the year:
Average rate
(1)
Spot rate
March 2022March 2021March 2022March 2021
NZ$:US$0.70700.67130.69750.6989
US$:R$0.18770.18650.21160.1 767
US$:AU$0.74830.71910.71440.7613
(1) These are merely arithmetical averages not hedged rates.

ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 MARCH 2022
54ArborGen Holdings Limited and Subsidiaries Annual Report 2022
Foreign exchange contracts
The Group had no foreign exchange contracts outstanding (2021: 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 $26.7 million of debt at 31 March 2022 (2021: $33.6 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 2022, the Group had one interest rate swap totalling $10.5 million (2021: $10.9 million), covering 40% (2021: 32% )
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 2022 the mark-to-market of the swap resulted in an asset of $0.3
million (2021: 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 2022 was $23.5 million of
trade and other receivables, and cash and liquid deposits (2021: $16.6 million).
US cash and liquid deposits are only held with banks that are part of the Group's banking consortiums. In the event of default,
cash balances may be set off against obligations owing by the Group to its lenders. Moody's credit ratings of the primary
counterparties for cash and liquid deposits are all rated as investment grade. The status of trade debtors, is as follows:
March 2022
US$m
March 2021
US$m
Neither past due or impaired 4.7 4.8
Past due but not impaired –1 month 2.53.3
2 month1.32.4
Impaired–0.2
8.510.7
Less provision for expected credit loss (0.2) (0.4)
Net trade debtors8.310.3
ArborGen Inc has a strong history of trade debtor collections and there is no reason to believe that the debtors will not be collected.

ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 MARCH 2022
55
(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 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)(6.8)(0.5)(0.5)(0.8)(1.9)(3.1)
Financial liabilities as at 31 March 2021 (48.1) (57.1) (9.5) (0.7) (4.9) (16.5)(25.5)
31 March 2022
Non derivative financial liabilities
Trade and other payables ( 7.4 ) ( 7.4 ) ( 7.4 )––––
Debt (26.7) (32.1) (0.8)(0.2)(8.5) (3.6)(19.0)
Lease obligation(5.0)(5.9)(0.4)(0.7)(1.0)(3.1)(0.7)
Financial liabilities as at 31 March 2022 (39.1 ) (45.4) (8.6) (0.9) (9.5) (6.7)(19.7)
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 filed mechanic’s liens against the Property alleging they are owed $496,000 in total that the tenant has
failed to pay. The larger lien has been dismissed, leaving only one lien for $62,000 outstanding. Rubicon was not part of any contractual
arrangements between the tenant and their contractors, and has been working to achieve a resolution. Rubicon has a surety bond for
the remaining lien, 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 awaiting a court date in June 2022.
29 ASSET BACKING - NON-GAAP MEASURE
At 31 March 2022 the net asset backing was 30 cents per share (cps) (NZ$43 cps), (2021: 30 cps, NZ$43 cps); and net tangible asset
backing (including right-of-use assets) was 11 cps (NZ$16 cps) (2021: 9 cps, NZ$13 cps), calculated on the basis of shares on issue at
31 March 2022 (excluding treasury stock) 501,213,092 (2021: 498,509,055).

ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 MARCH 2022
56ArborGen Holdings Limited and Subsidiaries Annual Report 2022
30 EARNINGS - NON-GAAP PERFORMANCE 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 measures 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'.
ArborGen
(1)
Refer to Note
Year ended
March 2022
US$m
Year ended
March 2021
US$m
Revenue2447.642.8
Cost of sales24(29.8)(27.2)
Gross profit1 7. 815.6
Net profit (loss) after taxation continuing operations242.72.8
less Tax benefit24 (4.7)(0.6)
plus Financing expense241.72.0
Operating profit (loss) before financing expense(0.3)4.2
plus depreciation and amortisations79.69.8
EBITDA (NZ IFRS)9.314.0
Add back NZ IFRS adjustments
Investment in intellectual property15(3.1)(3.7)
Other net IFRS adjustments (including IFRS 16 adjustment)(0.1)(1.0)
US-GAAP EBITDA6.19.3
Add back significant items
Government Grants, Inventory adjustment and other7(4.0)(1.9)
Adjusted US-GAAP EBITDA10. 17. 4
(1) Note the above table is for continuing operations only.
31 DISCONTINUED OPERATIONS
Sale of ArborGen Australia and New Zealand's assets
On 1 November 2021, ArborGen announced it had entered into an agreement to sell the assets of its Australian and New Zealand (ANZ)
operations to Geyser Limited Partnership (now ArborGen ANZ Limited Partnership (ANZLP)). ANZLP is a consortium of New Zealand
investors predominantly comprising charitable trusts and private families, with the consortium led by Mr Hugh Fletcher. ANZLP agreed to
acquire the business of ArborGen ANZ, comprising the assets of ArborGen New Zealand Unlimited and ArborGen Australia Pty Limited for
a total purchase price of NZ$22.25 million on a debt free and cash free basis and with a locked box mechanism applying from 1 October
2021. The purchase price of NZ$22.25 million will be reduced by a working capital adjustment of NZ$450,000 reflecting the seasonality of
the business. The transaction was structured as an asset sale, with ANZLP assuming all ArborGen ANZ’s obligations (other than tax) which
were incurred before completion in the ordinary course of business.
Re-presented

ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 MARCH 2022
57
In terms of the strategic review process, it became evident that there was strategic benefit in separating the ANZ business from that of
the US and Brazil. One significant advantage being, if the purchaser was an Australian or New Zealand resident, that would remove the
complexities of gaining approvals from both the Overseas Investment Office in New Zealand and the Foreign Investment Review Board,
as would be the case for a non ANZ resident entity. The Board saw the removal of this complexity, together with the ability of a resident
purchaser to transact quickly, meant a separation of the ANZ operations was logical. The separation and disposal of ANZ is consistent
with the Group’s long-term policy to focus its activities on the Group’s US and Brazilian businesses. The ANZ transaction completed on
30 November 2021 and as such is classified as a disposal group and presented separately in the income statements.
Year ended
March 2022
US$m
Year ended
March 2021
US$m
Gross revenue9.79.9
Expenses(8.2)(8.1)
Profit before taxation
(1)
1.51.8
Tax expense on profit before taxation (0.3)–
Change in fair value of biological assets(0.9)(0.1)
Gain on disposal
(2)
2.2–
Currency translation reserve reclassified(2.5)–
Net profit after taxation from discontinued operations–1.7
(1) Profit before taxation from discontinued operations includes:
Depreciation0.50.4
(2) Gain on disposal
Year ended
March 2022
US$m
Cash inflow on sale of subsidiaries15.2
Cash balances retained1.4
Cost of sale(0.3)
16.3
Recognised values on sale
Inventory4.4
Trade and other receivables1.8
Fixed assets10.2
Right-of-use assets0.8
Trade and other payables(2.4)
Lease obligations(0.7)
14.1
Net gain on sale2.2
Statement of cash flows
for the period ended
Year ended
March 2022
US$m
Year ended
March 2021
US$m
Net cash from:
Operating activities0.81.7
Investing activities(0.4)(0.2)
Financing activities ––
Net cash from discontinued operations0.41.5

58ArborGen Holdings Limited and Subsidiaries Annual Report 2022
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 2022, 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 30 to 57, present
fairly, in all material respects, the consolidated financial position of the Group as at 31 March 2022,
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.

59
The directors are responsible on behalf of the Group for the other information. The other
information comprises the information in the Annual Report that accompanies the consolidated
financial statements and the audit report. The Annual Report is expected to be made available to
us after the date of this auditor’s report.
Our opinion on the consolidated financial statements does not cover the other information and we
will not express any form of assurance conclusion thereon.
Our responsibility is to read the other information identified above when it becomes available
and consider whether the other information is materially inconsistent with the consolidated
financial statements or our knowledge obtained in the audit, or otherwise appears to be materially
misstated.
When we read the other information in the Annual Report, if we conclude that there is a material
misstatement therein, we are required to communicate the matter to the directors and consider
further appropriate actions.
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$97.1m 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.

60ArborGen Holdings Limited and Subsidiaries Annual Report 2022
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
Pieter Erasmus
Partner
for Deloitte Limited
Auckland, New Zealand
30 May 2022

61
Corporate Governance
This section describes how ArborGen’s business practices reflect corporate governance best practice.
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
2022 (FY2022), and as at 21 June 2022. 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.
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. The Chairman is not
independent because he is a substantial product holder of the company. 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.

62ArborGen Holdings Limited and Subsidiaries Annual Report 2022
Board Composition
The Company's Constitution requires a minimum of three Directors and provides for a maximum of nine.
As at 31 March 2022, the Directors were:
Dave Knott Jr, Chairman (USA)
(1)
George Adams, Independent Director (NZ)
Tom Avery, Independent Director (USA)
Ozey Horton, Independent Director (USA)
Paul Smart, Independent Director (NZ)
Ranjan Tandon (USA)
(1)
(1) 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 pages 24 and 25 of this Annual Report.
Director’s interests are disclosed on page 72 of this Annual Report.

63
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.

64ArborGen Holdings Limited and Subsidiaries Annual Report 2022
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. For instance,
in 2021 the Board established an Independent Committee of non-interested, non-Executive Directors to oversee the Strategic Review
process.
Strategic Review Independent Committee
Tom Avery (Chairman)
George Adams
Ozey Horton
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 2022.
BoardAudit Committee
Nominations
Committee
Remuneration
Committee
Strategic Review
Committee
Number of meetings held720237
Dave Knott7202n/a
George Adams720237
Tom Avery720237
Ozey Horton720237
Paul Smart72027
Ranjan Tandon6202n/a
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.

65
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 2022, 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 is on a continuous 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.

66ArborGen Holdings Limited and Subsidiaries Annual Report 2022
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. We have:
• Created a scorecard which measures employee composition by gender, age and ethnicity, that is prepared quarterly for the
Remuneration Committee to review;
• Introduced two new online training modules (Sexual Harassment, Discrimination in the Workplace, and Discrimination Free
Workplace) which employees must complete. Completion dates are set and tracked through the program by HR;
• Conducted a remuneration review for all positions based on job descriptions and location. Salary adjustments were proposed where
appropriate based on this review; and
• Completed the annual review of the Employee handbook, with no changes required to be made.
The Board is satisfied that the current activities are in line with the Diversity and Inclusion Policy and with its progress towards achieving
our 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 2022, four 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), and the Director
of In Vitro Technology (ArborGen Inc).
As at 31 March 2022, females represented 27% of Directors, Officers and senior executives of the Company (31 March 2021: 17%).
The following table shows the gender split for ArborGen Holdings only as at 31 March 2022, as compared to the split for the previous
period ending 31 March 2021:
March 2022March 2021
WomenMenWomenMen
Board of Directors 060 6
Officers1212
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, second and third
tranches were met on 18 September 2019 and 18 September 2020 and 18 September 2021, 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 and second
tranches were met on 18 September 2020 and 18 September 2021 respectively, and the corresponding ArborGen Holdings' shares were
transferred to George Adams.

67
At 31 March 2022, 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 JrChairman and Non-executive Director137,663,111
R TandonNon-executive Director86,108,419
TA Aver yNon-executive Director
(1)
555,350
OK HortonNon-executive Director
(1)
555,350
PR SmartNon-executive Director
(1)
555,350
THG AdamsNon-executive Director
(2)
820,998 (547,332 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 2022 was:
NameDirectors
Fees NZ$
Shares
Vested NZ$
(5)
Cash Tax
Payment NZ$
(5)
Total Remuneration
NZ$
DM Knott Jr (Chairman)
(1)
11
R Tandon62,50062,500
TA Aver y
(3)
62,50050,00024,627137,127
OK Horton
(3)
62,50050,00024,627137,127
PR Smart
(2) (3)
91,00050,00024,627165,627
THG Adams
(4)
62,50050,00024,6271 37,1 2 7
To t a l341,00 1200,
00098,508639,509
(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 2021 the third and final 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 2021 the second 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 2021.
Non-executive Directors are not entitled to receive retirement payments.

68ArborGen Holdings Limited and Subsidiaries Annual Report 2022
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 2022 is summarised in the following table:
NZ$000
Number of
EmployeesNZ$000
Number of
Employees
100to11012210to2201
110to1206220to2302
120to1308230to2402
130to1409250to2602
140to1504260to2701
150to1601270to2801
160to1702280to2901
170to1802310to3201
180to1902460to4701
190to2002660to6701
200to2101690to7001
Payments are inclusive of redundancy and severance payments, and exclude discontinued operations.
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 FY2022 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.

69
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, and in December 2021, following
completion of the sale of the New Zealand and Australian businesses, the remaining 254,629 of shares were issued. The Remuneration
Committee had discretion whether to grant RSUs and cash awards to the remaining Participants and in July 2021, following
confirmation that the first ($2.3 million) loan received under the CARES Act Paycheck Protection Program had been forgiven, approved
the award of 80% of the 2021 LTI Plan maximum target award to the remaining Participants, in recognition of the difficult COVID
conditions. Accordingly, in July 2021, the Company issued 1,493,076 new shares in relation to its FY2021 Long Term Incentive (2021 LTI)
Plan. 1,029,257 of those shares represent the first of three equal tranches awarded under the 2021 LTI Plan. One retiring employee was
issued all three tranches (463,819 shares) under the terms of the plan.
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 $0.7 million (NZ$1.1 million).
(The performance targets for the 2022 LTI Plan have not been met and as such, no RSUs have been awarded).
CEO Remuneration
The base salary of ArborGen’s CEO, Andrew Baum, in the period was $392,016 (NZ$567,765) plus other medical and superannuation
benefits of $30,600 (NZ$43,871).
Mr. Baum is also a Participant of the 2021 LTI Plan and the 2022 LTI Plans. In July 2021, the Remuneration Committee awarded
$209,075 (NZ$338,857) including 1,458,240 RSUs and $41,815 in cash pursuant to the 2021 LTI Plan. 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 RSUs awarded to Mr. Baum of 486,080 vested as ARB
Ordinary Shares. The maximum value of Mr. Baum’s entitlement under the 2022 LTI Plan, subject to satisfaction of the conditions, is
$261,300 (NZ$373,286), (of which 80% will be RSUs and 20% will be in cash awards). The performance targets of the 2022 LTI Plan have
not been met.
The CEO’s remuneration can be summarised as follows:
SalaryBenefitsSubtotal
Retention
PaymentPay for Performance
Total
Remuneration
Total Remuneration
NZ$
$ Paid
% of bonus
paid out
FY22392,
01630,600422,616 69,42280%492,038724,500
FY21392,
01630,600422,616
(1)
422,616629,549
(1)
FY20392,01630,000422,016375,000
(2)
7 9 7,0 1 61,230,343
(1) Under the terms of the LTI Plan, only one employee met the 2021 LTI Plan target. The Remuneration Committee however has
discretion whether to grant RSUs and cash awards to the remaining Participants and in July 2021, following confirmation that the
first ($2.3 million) loan received under the CARES Act Paycheck Protection Program had been forgiven, approved the award of 80%
of the 2021 LTI Plan maximum target award to the remaining Participants, in recognition of the difficult COVID-19 conditions.
(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.

70ArborGen Holdings Limited and Subsidiaries Annual Report 2022
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 1.23. 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 2022, the
Company’s external Auditor was Deloitte. Deloitte was re-appointed under the Companies Act 1993 at the 2021 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 63 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.

71
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.

72ArborGen Holdings Limited and Subsidiaries Annual Report 2022
Interests Register
Directors’ certificates to cover entries in the Interests Register made during the twelve-month period ended 31 March 2022 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 JrKnott Partners, LPManaging Member
DRS Holdings, LLCBoard Member
The HiGro Group, LLCAdvisory Board
Knott Family FoundationSecretary
Tenon Clearwood Limited PartnershipAdvisory Board Member
THG AdamsApollo Foods LimitedExecutive Chairman and shareholder
Bremworth LimitedChairman
Insightful Mobility LimitedChairman and shareholder
Mix Global Holdings LimitedChairman
Netlogix Group HoldingsChairman
New Zealand Frost Fans LimitedChairman
Hellers Group Holdings LimitedDirector
TA Ave r yCRA International IncDirector and shareholder
KIPP Metro AtlantaDirector
PowerUP ScholarshipDirector
Razorhorse CapitalAdvisory Board Member
Southeast Pet IncAdvisory Board Member
OK HortonAl Dabbagh GroupAdvisory Board Director
Louisiana-Pacific CorporationDirector and shareholder
Worthington Industries, IncDirector and shareholder
MUSC Hollings Cancer CenterAdvisory Board Member
Liberty Fellowship FoundationMentor
PR SmartMHM Automation LimitedDirector and Chair Audit Committee
Geo40 LimitedDirector and Chair Audit Committee
Tamata Hauha LimitedDirector and Chair
Vortex Power Systems LimitedDirector and Chair
Argus Fire Systems Service LimitedDirector
Genus ABS (NZ) LimitedDirector
Bellbird TrustTrustee
Saddleback TrustTrustee and Beneficiary
Sunrise Consulting LimitedDirector
R TandonLibra Advisors LLCFounder and Managing Member
Vostok Emerging Finance LtdDirector
NYU Tandon Engineering SchoolDirector
Tenon Clearwood Limited PartnershipAdvisory Board Member
Yale Greenwich HospitalTrustee and Board Member
During the twelve-month period ended 31 March 2022 Directors advised the following resignations:
Relationship
THG AdamsCompetenzChairman
OK HortonSpoleto Festival, USABoard Member
Statutory Information

73
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 2022 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
• 486,080 new shares issued to AM Baum pursuant to the 2021 LTI 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 2022, the total amount of donations made by ArborGen and its subsidiaries was
$2,815 (2021: $5,148).
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 2022. 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 2022, 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 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

74ArborGen Holdings Limited and Subsidiaries Annual Report 2022
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 29 April 2022 were:
Number of shares% of shares
HSBC Nominees (New Zealand) Limited - NZCSD1 6 7,
114,37333.33
Citibank Nominees (New Zealand) Limited - NZCSD132,4
07,51326.40
Accident Compensation Corporation - NZCSD31,383,0146.26
JBWere (NZ) Nominees Limited24,873,4994.96
Sky Hill Limited18,875,2453.76
Public Trust - NZCSD6,274,9661.25
Fletcher Brothers Limited5,
649,7311.1 3
S Moriarty5,320,
0001.06
BNP Paribas Nominees (NZ) Limited - NZCSD4,254, 51 50.85
The Tai Shan Foundation – F Pearson & S Pearson4,1 7 1 , 8
110.83
M Taylor3,680,
0000.73
New Zealand Depository Nominee Limited3,081,6580.6 2
Moriarty Superannuation Fund – S & D Moriarty2,710,
1240.5 4
The So Proud a/c – S Godfrey, D Toothill & M Godfrey2,639,
0270.5 3
FNZ Custodians Limited2,
555,6820. 5 1
Custodial Services Limited2,415,4720.4 8
K Chiam2,241,9370. 45
B Tyler2,
020,0000.40
G Simms1,725,0000.3 4
P Bradfield1,722,
0000.3 4
To t a l425,1 15,56784.77
Distribution of Shareholders and Holdings as at 29 April 2022
Number of shareholders Number of shares
Size of holdingNumber%Number%
1-9991,84332.5 71,212,
0650.24
1,000–9,9993,
04853.868,085,0911.61
10,000–49,9994928.699,932,5591.98
50,000–99,999981.736,
606,9961.32
100,000 and over1783.
15475,650,04794.8 5
To t a l
(1)
5,659100.00501,486,758100.00

75
Domicile of Shareholders and Holdings as at 29 April 2022
Number of shareholders Number of shares
Number%Number%
New Zealand4,6 4 582.
08339,397,48667. 6 8
Australia62210.99135,042,3 2 126.93
United Kingdom1522.6919,854,7893.96
United States of America1432.534,442,0
110.8 8
Other971.712,750,1 5 10.5 5
Total
(1)
5,6 5 9100.00501,486,758100.00
(1) Includes shares issued under the Non-Executive Directors Share Plan.
Substantial Product Holders
According to notices that have been provided under the Financial Markets Conduct Act 2013, as at 31 March 2022 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 or reflect the current percentage of the voting securities on issue.
Substantial product holder
Number of
voting securities held
at date of notice
% of voting
securities held at
date of noticeDate of notice
Dave 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 Kessler25,000,0005.1243 January 2018
(1)
Bank of New Zealand
(b)
25,000,0005.1248 January 2018
(1)
The following substantial product holder notices have been received (which are included in the substantial product holder notices
disclosed above). The number of shares and percentages shown below are as last advised by the substantial product holder and may
not be their current holdings or reflect the current percentage of the voting securities on issue.
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)
Various other interests9,903,5052.42123 August 2016
(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.
Dave Knott Jr is the sole shareholder, Director and President of Dorset Management Corporation. All of the voting securities held by
Knott Partners, L.P. are therefore also included in the number of voting securities held by 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 2022 was 501,486,758. 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 2021 to 31 March 2022.

76ArborGen Holdings Limited and Subsidiaries Annual Report 2022
Registered Office
Suite 107, 100 Parnell Road,
Auckland 1052, New Zealand
PO Box 68 249, Victoria Street West,
Auckland 1141, New Zealand
Telephone: +64 9 356 9800
Email: info
@
arborgenholdings.com
Auditor
Deloitte Limited
Solicitors
Bell Gully
(1) 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
Dave Knott Jr, Chairman (USA)
(1)

George Adams, Independent Director (NZ)
Ozey Horton, Independent Director (USA)
Paul Smart, Independent Director (NZ)
Ranjan Tandon (USA)
(1)

Tom Avery, Independent Director (USA)

www.arborgenholdings.com