ArborGen Holdings Issues New Shares

Capital Change Notice



Section 1: Issuer information
Name of issuer ArborGen Holdings Limited
NZX ticker code ARB
Class of financial product Ordinary
ISIN (If unknown, check on NZX website) NZRBCE0001S3
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 10,199,386
Nominal value (if any)
Issue/acquisition/redemption price per security N/A – see next row.
Nature of the payment (for example, cash or other
consideration)
No cash consideration is payable –
The consideration for the 419,386 is for services
rendered by the participant over the 2021 LTI
Plan period (331,202) and to one employee under
the 2022 LTI Plan (88,194).

The consideration for the 9,780,000 issued is for
services to be rendered by Birch to ArborGen,
Inc.

Amount paid up (if not in full) Full
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the
number of Financial Products of the Class,
excluding any Treasury Stock, in existence)
2.015%

For an issue of Convertible Financial Products or
Options, the principal terms of Conversion (for
example the Conversion price and Conversion date
and the ranking of the Financial Product in relation
to other Classes of Financial Product) or the Option
(for example, the exercise price and exercise date)
N/A

Reason for issue/acquisition/redemption and
specific authority for issue/acquisition/redemption/
(the reason for change must be identified here)
Entry into Conditional Restricted Share Unit
Agreement (“RSU Agreement”) to receive
ArborGen RSUs, in relation to the ArborGen 2021
LTI Plan and 2022 LTI Plan.

Pursuant to an Executive Employment Agreement
between Justin Birch and ArborGen, Inc. dated 23
May 2023 (the “Employment Agreement”), and a
Restricted Share Award Agreement between
Birch and ARB dated 27 July 2023, Birch is
entitled to be issued certain Restricted Shares
(subject to certain conditions set out in the
Employment Agreement).

The Restricted Shares will be issued to a trust in
order to provide ARB and its shareholders with a
higher level of comfort in relation to the
enforcement of the relevant transfer restrictions
and the forfeiture arrangements.

The issuance of the Restricted Shares was
approved by an ARB board resolution on 23 July
2023.
Total number of Financial Products of the Class
after the issue/acquisition/redemption/Conversion
(excluding Treasury Stock) and the total number of
Financial Products of the Class held as Treasury
Stock after the issue/acquisition/redemption.
516,486,312
In the case of an acquisition of shares, whether
those shares are to be held as treasury stock
N/A
Specific authority for the issue, acquisition, or
redemption, including a reference to the rule
pursuant to which the issue, acquisition, or
redemption is made
Rule 4.6
Terms or details of the issue, acquisition, or
redemption (for example: restrictions, escrow
arrangements)
The Restricted Shares may not be not be sold,
transferred or otherwise disposed of until the
vesting criteria in the Restricted Share Award
Agreement has been met.
Date of issue/acquisition/redemption 27/7/2023
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this
announcement
Sharon Ludher-Chandra
Contact person for this announcement Sharon Ludher-Chandra
Contact phone number 09 356 9800
Contact email address info@arborgenholdings.com
Date of release through MAP

27/7/2023