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:
22 June 2023
Date of last disclosure:
11 December 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:
(former) Chief Executive Officer (now consultant)
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):
ARB Ordinary Shares pursuant to an Agreement
entered into on 3 December 2022 between Andrew
Baum, ArborGen Holdings Limited (ARB) and
ArborGen Inc (the “Agreement”)
For that relevant interest-
Number held in class before acquisition or disposal:
Ordinary Shares: 1,188,507
Number held in class after acquisition or disposal:
Ordinary Shares: 4,703,351
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:21 June 2023
Nature of transaction:
Pursuant to the Agreement, Andrew Baum is entitled
to receive ARB ordinary shares in lieu of the cash
compensation that he would have otherwise received
under his Employment Agreement with ArborGen Inc
(the “Separation Shares”) upon cessation of his
employment.

The Separation Shares are issuable on the date
Andrew Baum steps down from his role as CEO of
ArborGen Inc (16 June 2023 or the “Separation Date”)
or as soon as practicable thereafter.
Accordingly, 3,514,844 new ARB ordinary shares were
issued at the 5-day VWAP of NZ$0.184992 per share
equivalent to NZ$650,218 in value, (being US$405,736
converted at an NZD/USD exchange rate of 0.6240).
The Agreement also provides -
(i) All outstanding Restricted Share Units (RSUs)
held by Andrew Baum and all outstanding cash awards
pursuant to the 2021 Long Term Incentive (LTI) plan
shall terminate, effective as of the Separation Date.
(ii) Andrew Baum will receive a cash payment
equivalent to the taxes due as a result of the
Separation Shares.
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:
The consideration is compensation that would
otherwise have been payable pursuant to an
Employment Agreement upon cessation of
employment, in cash (refer above).
Number of financial products to which the transaction related: 3,514,844
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:
22 June 2023
Name and title of authorised person:
Sharon Ludher-Chandra Company Secretary