2022 Annual Shareholders’ Meeting

To: NZX From: Sharon Ludher-Chandra


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


2022 Annual Shareholders’ Meeting

26 July 2022
Notice is hereby given that the Annual Meeting of ArborGen Holdings Limited shareholders will
be held at the Ellerslie Event Centre, Ellerslie Racecourse, 100 Ascot Avenue, Remuera,
Auckland in the Remuera Room, Level 1, The Ellerslie Stand and online on Wednesday 24
August 2022 at 10:00am.
Copies of the Notice of Meeting, Virtual Meeting Guide and Proxy Form are attached.
If the Company is prevented from being able to hold the Annual Meeting in person on the
Meeting Date as a result of COVID-19 restrictions, shareholders will only be able to join the
meeting online at www.meetnow.global/nz.


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

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

of proxy form as soon as possible or lodge your postal vote / proxy online.
Important Dates
5:00pm, Saturday 20 August 2022 Record Date for voting entitlements for the Annual Shareholders’ Meeting
10:00am, Monday 22 August 2022 Latest time for online lodgement / receipt of postal votes and proxy forms
10:00am, Wednesday 24 August 2022 Annual Meeting of Shareholders
All dates / times are given in New Zealand time.
Business of the Meeting
i. Chairman’s introduction
ii. Operational review
iii. Shareholder questions
iv. Resolutions
Shareholders will be asked to consider and, if thought appropriate, pass ordinary resolutions on the following matters:
Re-election of Director
1. That George Adams be re-elected as a Director of the Company. In accordance with the Company’s Director rotation requirements,
Mr Adams retires as a Director at the meeting and is eligible and offers himself for re-election. A biography of Mr Adams is
contained in Explanatory Note 1.
Auditor’s Remuneration
2. To authorise the Directors to fix Deloitte’s fees and expenses as the Company’s auditor for the year ending 31 March 2023.

See Explanatory Note 2.
PROCEDURAL NOTES
a. Each of Resolutions 1 and 2 is an ordinary resolution and must be passed by a simple majority of the votes of those shareholders
entitled to vote and voting on the resolutions.
b. David Knott Jr (including Dorset Management Corporation), who holds 27.5% of the shares on issue, has confirmed he intends to
vote in favour of all resolutions.
c. The persons who will be entitled to vote on the resolutions at the Annual Meeting are those persons who are recorded on the
register as shareholders at 5:00pm on 20 August 2022 (Record Date).
d. The accompanying voting / appointment of proxy form should be used to vote on the resolutions. You can participate by postal
vote, by proxy, or by casting your vote in person at the Annual Meeting.
Notice of 2022 Annual Shareholders’ Meeting
Notice is hereby given that the Annual Meeting of ArborGen Holdings Limited shareholders will be held at the Ellerslie Event Centre,
Ellerslie Racecourse, 100 Ascot Avenue, Remuera, Auckland in the Remuera Room, Level 1, The Ellerslie Stand

and online via www.meetnow.global/nz on Wednesday 24 August 2022 at 10:00am.
If the Company is prevented from being able to hold the Annual Meeting in person on the Meeting Date as a result of COVID-19
restrictions, shareholders will only be able to join the meeting online at www.meetnow.global/nz. When participating online,
shareholders will require their shareholder number, found on the enclosed proxy form, for verification purposes.
To view and listen to the webcast please visit:
www.meetnow.global/nz or www.arborgenholdings.com
Please refer to the Virtual Meeting Guide at www.computershare.com/vm-guide-nz

EXPLANATORY NOTES
Re-election of Director
1. Resolution 1 – Re-election of George Adams
Ordinary resolution: “That George Adams be re-elected as a Director of the Company.”
George Adams – Independent Director
FCA (Fellow of the Institute of Chartered Accountants in Ireland), CFInstD (Chartered Fellow of the Institute of Directors)
The Board considers that, if re-elected, George will qualify as an independent director for the purposes of the NZX Listing Rules.
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.
The Board unanimously supports the re-election of Mr Adams.
2. Resolution 2 – Auditor’s Remuneration
Ordinary resolution: “To authorise the Directors to fix Deloitte’s fees and expenses as the Company’s auditor for the year ending

31 March 2023.”
Deloitte is automatically re-appointed at the Annual Meeting as auditor of the Company by virtue of section 207(T) of the

New Zealand Companies Act 1993 (the “Companies Act”). The proposed ordinary resolution is required to authorise the Directors of
the Company to fix Deloitte’s fees and expenses for the following year for the purposes of section 207(S) of the Companies Act.
The Directors recommend that shareholders vote to approve Resolution 2.
PROCEDURAL NOTES continued
e. A shareholder that is entitled to attend and vote at the Annual Meeting is entitled to appoint a proxy (or a representative in the case
of a corporate shareholder) to attend and vote on their behalf. The proxy does not need to be a shareholder of the Company.
f. You may appoint the Chair of the meeting or any Director as your proxy if you would like. The Chair of the meeting and the Directors
confirm that they will vote in favour of resolutions marked “Proxy Discretion”, even if they have an interest in the outcome of the
resolution.
g. If, in appointing your proxy, you do not name a person to be your proxy or your named proxy does not attend the meeting, the
Chair of the meeting will be appointed as your proxy and may only vote in accordance with your express direction, including “Proxy
Discretion” (subject to any voting restrictions).
h. A shareholder may cast a postal vote instead of attending the meeting in person or appointing a proxy to attend. Sharon

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

of Proxy form.
By Order of the Board
Auckland Sharon Ludher-Chandra
New Zealand Company Secretary
22 July 2022 ArborGen Holdings Limited

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2022 Annual Shareholders’ Meeting
Voting
RESOLUTIONS
Signed: Date:
Signed: (Joint holders should all sign)
Shareholders should tick only one box for each resolution otherwise their vote will be treated as an abstention in respect of that resolution.
Appointment of Proxy
I/We (full name)
of the address above and being a shareholder(s) of ArborGen Holdings Limited
fo hereby appoint
(full name of proxy)
(full name of proxy)
(full address)
(full address)
fo or failing him/her

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

as my/our proxy to vote for me/us on my/our behalf on the resolutions set out in the Notice of Meeting and on any other matters appropriately put to
the 2022 Annual Shareholders’ Meeting of ArborGen Holdings Limited to be held on Wednesday 24 August 2022 at the Ellerslie Event Centre, Ellerslie
Racecourse, 100 Ascot Avenue, Remuera, Auckland in the Remuera Room at 10:00am, and at any adjournment or postponement of that meeting so as to
give effect to my/our intention as set out above.
If you tick the For, Against or Abstain boxes of the “Voting” section of this form you are directing your proxy to vote in the manner indicated.
If you tick the Proxy Discretion box in the “Voting” section of this form, your proxy may vote as he or she thinks fit. If you do not tick one of the For,
Against, Abstain or Proxy Discretion boxes for each resolution then your vote will be treated as an abstention in respect of that resolution.
1. To re-elect George Adams as a Director of the Company.
2. To authorise the Directors to fix Deloitte’s fees and expenses as the Company’s
auditor for the year ending 31 March 2023.

To be held at the Ellerslie Event Centre, Ellerslie Racecourse, 100 Ascot Avenue, Remuera, Auckland
in the Remuera Room, Level 1, The Ellerslie Stand and online on Wednesday 24 August 2022 at 10:00am.
To view and listen to the webcast please visit www.meetnow.global/nz or www.arborgenholdings.com.
If you wish to attend the meeting please bring this admission card and form intact.
If you are not attending the meeting and would like to either cast a postal vote or nominate a person to act as your
proxy, please complete the appropriate sections below and post or fax this form so that it is received by Computershare
Investor Services no later than 10:00am, 22 August 2022 (New Zealand time). You can also cast a postal vote or
appoint a proxy online (see instructions below and overleaf).
Voting Instructions
You may cast your vote in one of four ways:
• online – see instructions on the right
• by personally attending the meeting;
• by appointing a proxy to attend the meeting; or
• by making a postal vote.
ONLINE LODGEMENT
Lodge your postal vote or appoint your proxy online, 24 hours a day, 7 days a week.
Using your smartphone, scan the QR code above to vote now.
Using a computer, visit www.investorvote.co.nz
PLEASE NOTE: You will need the control number, your CSN/Security holder Number and
postcode or country of residence (if outside New Zealand) to securely access InvestorVote and
then follow the prompts to lodge your postal vote or appoint your proxy online.
For your online proxy or postal vote to be effective, it must be received by 10:00am,
Monday 22 August 2022 (New Zealand time).

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ArborGen Holdings Limited
c/- Share Registrar
Computershare Investor Services Limited
Private Bag 92119
Auckland 1142
New Zealand
FreePost Authority No. 156689
NO POSTAGE REQUIRED
IF POSTED IN NEW ZEALAND
If you wish to attend the 2022 Annual Meeting, please bring this form with you to the meeting.
If you wish to appoint a proxy, please complete the “Appointment of Proxy” and “Voting” sections of this form and post or fax the whole form to
Computershare Investor Services or lodge online*. Please note:
• You should direct your proxy (who need not be a shareholder of the Company) as to how to vote on the resolutions by indicating your
voting preferences in the boxes provided in the voting section of this form.
• If you wish, you may appoint as your proxy “The Chair of the Meeting” or any Director. If you appoint the “Chair of the Meeting”, your proxy
for each resolution will be exercised by the Chair presiding at the time the resolution is voted on. The “Chair of the Meeting” and the
Directors have confirmed that they will vote any discretionary proxies held by them in favour of resolutions 1 and 2.
• If, in appointing your proxy, you do not name a person to be your proxy or your named proxy does not attend the meeting, the Chair will be
appointed as your proxy and will vote in accordance with your express direction, including “Proxy Discretion” (subject to any voting prohibitions).
• You may still participate in the meeting even if you have appointed a proxy (but will not be able to vote if a proxy has been appointed).
If you wish to cast a postal vote, please indicate your vote preferences in the “Voting” section of this form and post or fax the whole form to
Computershare Investor Services or lodge online*.
* This form and the power of attorney or other authority, if any, under which it is signed, or a copy of that power of attorney (unless otherwise deposited with the Company)
and a signed certificate of non-revocation of the power of attorney must be deposited at Computershare Investor Services, either by fax to +64-9-488 8787, or by mail
to the address on this form, no later than 10:00am on Monday 22 August 2022 (New Zealand time).
Signing Instructions:
This form must be signed by the shareholder/s or his/her attorney duly authorised in writing, or, if the shareholder is a company, by an officer or
attorney duly authorised. Joint holders and Trustees should all sign this form.
If your proxy will be attending the meeting remotely, please ensure that you provide their contact details (phone and email address). If this
information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact details (phone): and (email):
Voting Instructions continued

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Attending the meeting online
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If you choose to attend online you will be able to view a live
webcast of the meeting, ask questions and submit your
votes in real time.
You
will need the latest version of Chrome, Safari or
Edge. Please ensure your browser is compatible.
HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS
Visit https://meetnow.global/nz
When successfully authenticated, the home screen
will be displayed. You can watch the webcast, vote,
ask questions, and view meeting materials in the
documents folder. The image highlighted blue
indicates the page you have active.
The webcast will appear and begin automatically
once the meeting has started.
Voting
Resolutions will be put forward once voting is
declared open by the Chair. Once the voting has
opened, the resolution and voting options will appear.
To vote, simply select your voting direction from the
options shown on screen. You can vote for all
resolutions at once or by each resolution.
Your vote has been cast when the green tick appears.
To change your vote, select ‘Change Your Vote’.
Q&A
Any eligible shareholder/proxy attending the meeting
r
emotely is eligible to ask a question.
S
elect the Q&A tab and type your question into the
box at the bottom of the screen and press 'Send'.
Navigation
Access
Access the online meeting at
https://meetnow.global/nz, and select the required
meeting. Click 'JOIN MEETING NOW'.
If you are a shareholder:
Select 'Shareholder' on the login screen and enter
your CSN/Holder Number and Post Code. If you are
outside New Zealand, simply select your country
from the drop down box instead of the post code.
Accept the Terms and Conditions and click Continue.
If you are a guest:
Select Guest on the login screen. As a guest, you will
be prompted to complete all the relevant fields
including title, first name, last name and email
address.
Please note, guests will not be able to ask questions
or vote at the meeting.
If you are a proxy holder:
You will receive an email invitation the day before the
meeting to access the online meeting. Click on the
link in the invitation to access the meeting.
Contact
If you have any issues accessing the website please
c
all +64 9 488 8700.