Disclosure of Senior Managers Relevant Interest

Ongoing Disclosure Notice
Disclosure of Directors and Senior Managers Relevant Interests
Sections 297(2) and 298(2), Financial Markets Conduct Act 2013
To NZX Limited; and
Name of listed issuer:
ArborGen Holdings Limited
Date this disclosure made:
11 December 2022
Date of last disclosure:
3 August 2022
Director or senior manager giving disclosure
Full name(s):
Andrew Mark Baum
Name of listed issuer:
ArborGen Holdings Limited
Name of related body corporate (if applicable):
N/A
Position held in listed issuer:
Chief Executive Officer
Summary of acquisition or disposal of relevant interest (excluding specified derivatives)
Class of affected quoted financial products:
ARB Ordinary Shares
Nature of the affected relevant interest(s):
Right to acquire restricted share units (RSUs)
convertible into ARB Ordinary Shares, subject to
performance targets and vesting criteria being met
For that relevant interest-
Number held in class before acquisition or disposal:
2021 RSUs (awarded): 486,080
Ordinary Shares: 1,188,507
Number held in class after acquisition or disposal:
2021 RSUs (awarded): 486,080
Ordinary Shares: 1,188,507
Current registered holder(s):
Andrew Mark Baum
Registered holder(s) once transfers are registered:
Andrew Mark Baum
Summary of acquisition or disposal of specified derivatives relevant interest (if applicable)
Type of affected derivative:
N/A
Class of underlying financial products:
N/A
Details of affected derivative-
The notional value of the derivative (if any) or the notional amount of underlying
financial products (if any):
A statement as to whether the derivative is cash settled or physically settled:
Maturity date of the derivative (if any):
Expiry date of the derivative(if any):
The price specified in the terms of the derivative (if any):
Any other details needed to understand how the amount of the consideration
payable under the derivative or the value of the derivative is affected by the value
of the underlying financial products:
For that derivative,-
Parties to the derivative:
If the director or senior manager is not a party to the derivative, the nature of the
relevant interest in the derivative:
Details of transactions giving rise to acquisition or disposal
Total number of transactions to which notice relates: 1

Details of transactions requiring disclosure-
Date of transaction:3 December 2022
Nature of transaction: Pursuant to an Agreement entered into on 3 December
2022 between Andrew Baum, ArborGen Holdings
Limited (ARB) and ArborGen Inc (the Agreement), all
outstanding Restricted Share Units (RSUs) held by
Andrew Baum and all outstanding cash awards
pursuant to the 2021 LTI plan shall be terminated,
effective as of the date when Andrew Baum's
successor as the Chief Executive Officer of each of
ArborGen Inc. and ARB is appointed (the Relevant
Date). The relevant interest that Andrew Baum has in
486,080 RSUs changed from the date of entry into the
Agreement because under the Agreement his
entitlement to those RSUs will cease from the Relevant
Date.
Notwithstanding the foregoing, under the Agreement if
Andrew Baum is an active employee of the Company
on July 7, 2023, Andrew Baum shall be entitled to
receive 486,080 ordinary shares in ARB and $13,938
in cash in connection with the vesting of the final one
third of an LTI Plan award under the 2021 LTI Plan,
and the 2020 Conditional RSU Agreement.
The Agreement also provides Andrew Baum with an
entitlement to receive a number of ordinary shares in
ARB equivalent to US$405,736.00 on the Relevant
Date issued at the Average Market Price at the
relevant time.
Name of any other party or parties to the transaction (if known):N/A
The consideration, expressed in New Zealand dollars, paid or received for the
acquisition or disposal. If the consideration was not in cash and cannot be readily
by converted into a cash value, describe the consideration:
No cash consideration is payable in respect of the
RSUs. See above in relation to the entitlement to
certain ordinary shares in the Company.
Number of financial products to which the transaction related: 486,080 RSUs
If the issuer has a financial products trading policy that prohibits directors or
senior managers from trading during any period without written clearance (a
closed period) include the following details—
Whether relevant interests were acquired or disposed of during a closed period:No
Whether prior written clearance was provided to allow the acquisition or disposal to
proceed during the closed period:
N/A
Date of the prior written clearance (if any):
N/A
Summary of other relevant interests after acquisition or disposal:
Class of quoted financial products:N/A
Nature of relevant interest:N/A
For that relevant interest,-
Number held in class:N/A
Current registered holder(s):N/A
For a derivative relevant interest,-
Type of derivative:N/A

Details of derivative,-
The notional value of the derivative (if any) or the notional amount of underlying
financial products (if any):
A statement as to whether the derivative is cash settled or physically settled:
Maturity date of the derivative (if any):
Expiry date of the derivative (if any):
The price's specified terms (if any):
Any other details needed to understand how the amount of the consideration
payable under the derivative or the value of the derivative is affected by the value
of the underlying financial products:
For that derivative relevant interest,-
Parties to the derivative:
If the director or senior manager is not a party to the derivative, the nature of the
relevant interest in the derivative:
Certification
I, certify that, to the best of my knowledge and belief, the information contained in
this disclosure is correct and that I am duly authorised to make this disclosure by
all persons for whom it is made.
Signature of director or officer:
Date of signature:
or
Signature of person authorised to sign on behalf of director or officer:
Date of signature:
11 December 2022
Name and title of authorised person:
Sharon Ludher-Chandra Company Secretary