ArborGen Holdings Limited - Annual Shareholder Meeting 2024

AGENDA
1. Chair and CEO Presentations

2. Shareholder Discussion

3. Resolutions
To consider, and if thought fit, pass the following ordinary resolutions:
Resolution 1: That the Directors be authorised to fix the fees and expenses
of Deloitte as the Company’s auditor.
Resolution 2: Re-election of David Knott
That David Knott, who retires by rotation and is eligible for re-election,
be re-elected as a Director of the Company.
Resolution 3: Re-election of Thomas Avery
That Thomas Avery, who retires by rotation and is eligible for re-election,
be re-elected as a Director of the Company.
Resolution 4: Re-election of Ozey Horton
That Ozey Horton, who retires by rotation and is eligible for re-election,
be re-elected as a Director of the Company.
Further information relating to the resolutions is set out in the Explanatory
Notes to this Notice of Meeting.

4. To consider any other ordinary business which may properly be brought
before the Meeting.
The Board and management invite attendees to join them for light refreshments at the
end of the Meeting.
By Order of the Board of Directors
David Knott
Chairman
22 July 2024
Notice is hereby given that the
2024 Annual Shareholders’
Meeting (“Meeting”) of
ArborGen Holdings Limited
(“ArborGen”)
will be held as follows:
Date and Time:
Monday 26 August 2024
commencing at 10.30am
Venue:
Hunterville Room,
Ellerslie Event Centre,
100 Ascot Avenue,
Remuera, Auckland
Online:
www.meetnow.global/nz
Important Dates and Times:
Latest time for receipt of proxy
forms 10.30am on
Saturday 24 August 2024
Time for determining voting
entitlement 5.00pm
on Friday 23 August 2024
NOTICE OF 2024 ANNUAL
SHAREHOLDERS’ MEETING

EXPLANATORY NOTES
In these explanatory notes, references to “Listing Rules” are to the
NZX Listing Rules. All resolutions are Ordinary Resolutions and require
approval by a simple majority (greater than 50%) of the votes of those
shareholders entitled to vote and voting on the resolution.
Resolution 1: Auditor’s Remuneration
Under section 207T of the Companies Act 1993, Deloitte is
automatically reappointed as the auditor of the Company. This
resolution authorises the Board to fix the fees and expenses of the
auditor in accordance with section 207S of the Companies Act 1993.
Re-election of Directors
The Listing Rules provide that a Director must not hold office (without
re-election) past the third annual meeting after his or her appointment
or re-election, or for three years, whichever is longer. Accordingly,
David Knott, Thomas Avery and Ozey Horton retire by rotation and,
being eligible, have offered themselves for re-election.
Resolution 2: Re-election of David Knott
Appointed: 19 August 2021
On 22 February 2017, David became an alternate Director. He was
elected as a Director on 19 August 2021.
David is the Chairman of ArborGen Holdings Limited. He has also serves
as Managing Member of Knott Partners who, with associated entities,
is ArborGen’s largest shareholder since March 2017. David is a board
member of Daida LLC and is on the Advisory Board of The HiGro Group.
David is not considered independent because he is a substantial
product holder of the Company. The Board has determined that the
appointment of David as Chairman is nevertheless appropriate given
there is a majority of Independent Directors on the Board and the
benefits of having his experience and direct institutional knowledge.
He is a non-executive Director.
The Board considers that, if re-elected, David will not qualify as an
independent Director for the purposes of the NZX Listing Rules.
Resolution 3: Re-election of Thomas Avery
Appointed: 18 July 2018
Thomas 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,
Thomas worked primarily with middle market growth companies in
executing mergers and acquisitions, initial public offerings, and private
placements of equity and debt.
He currently has Directorships at CRA International Inc, KIPP Metro
Atlanta and PowerUP Scholarship, a nonprofit organisation that
gives disadvantaged Atlanta youth new opportunities for personal
development. He is an Advisory Board member for Southeast Pet Inc.
The Board considers that, if re-elected, Thomas will qualify as an
independent Director for the purposes of the NZX Listing Rules.
Resolution 4: Re-election of Ozey Horton
Appointed: 11 July 2018
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. He remains a faculty member for McKinsey’s
leadership development program, 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 Boards of Al Dabbagh Group
and the MUSC Hollings Cancer Center.
The Board considers that, if re-elected, Ozey will qualify as an
independent Director for the purposes of the NZX Listing Rules.

IMPORTANT INFORMATION
VOTING
The only persons entitled to vote at the Meeting are registered
shareholders (or their proxies or representatives) as at 5.00pm on
Friday 23 August 2024. Only the shares registered in those
shareholders’ names at that time may be voted at the Meeting.
Voting can be done in two ways: by attending the Meeting in person
or online and submitting your vote; or by appointing a proxy to vote
on your behalf at the Meeting.
There are no voting restrictions applicable to the resolutions being
presented to the Meeting.
PROXIES, CORPORATE REPRESENTATIVES AND
POWER OF ATTORNEY
Any shareholder who is entitled to vote at the Meeting may appoint
another person or persons as proxy (or in the case of a corporate
shareholder, a representative) to attend and vote on his or her behalf at
the Meeting. A proxy does not have to be a shareholder in the Company.
If a shareholder wishes to appoint a proxy to attend and vote in their
place, that shareholder should complete the proxy form which
accompanies this Notice of Meeting or follow the instructions on the
proxy form to lodge a proxy online. Either of the joint holders of a share
may sign the proxy form.
The Chairman and the Directors offer themselves as proxy to
shareholders and, if given discretion, will vote in favour of
the resolutions.
A shareholder wishing to appoint a proxy can do so by:
• Completing the enclosed Proxy/Voting Form and returning
it by mail, email or fax to Computershare Investor
Services Limited;
or
• Appointing a proxy online at www.investorvote.co.nz in
accordance with the instructions set out in the
Proxy/Voting Form
so as to ensure it is received by 10.30am on Saturday 24 August 2024
(being 48 hours before the time for holding the Meeting).
The contact details for Computershare Investor Services Limited are:
Private Bag 92119, Auckland 1142, New Zealand.
Email: corporateactions@computershare.co.nz.
If you appoint a proxy, you may either direct your proxy how to vote for
you or you may give your proxy discretion to vote as s/he sees fit. If you
wish to give your proxy discretion, you must mark the appropriate
boxes to grant your proxy that discretion. If you do not tick any box for
a particular resolution, or the form is otherwise unclear, then your proxy
will abstain from voting. If you mark more than one box on an item,
your vote will be invalid on that item.
If, in appointing a proxy, you inadvertently do not name someone to be
your proxy (either online or on the enclosed proxy form), or your named
proxy does not attend the meeting, the Chair of the Meeting will be your
proxy and will vote in accordance with your express direction.
The Chairman and the Directors intend to vote proxies granted to them
and marked ‘Proxy Discretion’ in favour of the resolutions. Please see
the Proxy/Voting Form for further details and instructions.
PARTICIPATING ONLINE
As well as attending the Meeting in person, shareholders are also able
to attend the Meeting virtually through the Computershare Meeting
Platform https://meetnow.global/nz.
Select the ArborGen meeting and click ‘JOIN MEETING NOW’.
Shareholders will be able to view the presentations, vote on the
resolutions to be put to shareholders and submit questions, by using
their own computers or mobile devices.
To participate online, you will require your CSN/Securityholder Number
(which can be found on your Proxy Form) and your postcode
for verification purposes.
For more information please refer to the Virtual Meeting Guide available
at www.computershare.com/vm-guide-nz.
Shareholders are encouraged to review this guide before seeking to
access the online Meeting.

QUESTIONS
ArborGen offers a facility for shareholders to submit questions to the
Board in advance of the Meeting. Questions should be relevant to
matters at the Meeting, including matters arising from the financial
statements, general questions regarding the performance of the
Company, and questions which relate to the resolutions. The Company
has the discretion as to which of these questions will be addressed at
the Meeting.
Please submit questions by email to: info@arborgenholdings.com
Please use “Questions from Shareholders” in the subject line of
the email.
There will also be the opportunity for shareholders and proxy holders to
ask questions during the Meeting, both in person and online.
MEETING PRESENTATIONS AND ANNUAL REPORT
The Meeting presentations and voting results will be released to the
NZX and published on the Company website at:
www.arborgenholdings.com/meetings-and-presentations.
A copy of ArborGen’s latest Annual Report is publicly available, and
copies of future Shareholder Reports will be available, on the Company
website at www.arborgenholdings.com/annual-and-half-year-reports.
You may, at any time, request a free copy of the most recent and
future Shareholder Reports. If you wish to do so, please update your
communication preferences by visiting the Computershare Investor
Centre at www.investorcentre.com/nz. Existing users should login
and update their communication preferences in the ‘My Profile’ page.
For new users, click on ‘Register Now’ and follow the steps to create
your User ID and password. After that, you will access the service with
your own User ID. Alternatively, your request can be emailed
to ecomms@computershare.co.nz (please use “ARB Report” as the
subject line for easy identification) or by contacting Computershare on
(09) 488 8777 between 8.30am and 5.00pm Monday to Friday.

---

Lodge your postal vote or proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
Signing Instructions for Voting Forms
Individual
Where the holding is in one name, the shareholder must sign.
Joint Holding
Where the holding is in more than one name, all of the shareholders
should sign.
Power of Attorney
If this Voting Form has been signed under a power of attorney, a copy of the
power of attorney (unless already deposited with the Company) and a signed
certificate of non-revocation of the power of attorney must be produced to the
Company with this Voting Form.
Companies
This form should be signed by a Director jointly with another Director, or a
Sole Director can sign alone. Please sign in the appropriate place and indicate
the office held.
Questions in advance of the Meeting
ArborGen offers a facility for shareholders to submit questions to the board in
advance of the Meeting. Questions should be relevant to matters at the Meeting,
including matters arising from the financial statements, general questions
regarding the performance of the Company, and questions which relate to the
resolutions. The Company has the discretion as to which of these questions will
be addressed at the Meeting.
Please submit questions by email to:
info@arborgenholdings.com
Please type ‘Questions from Shareholders’ in the subject line of the email. There
will also be the opportunity for shareholders and proxy holders to ask questions
during the Meeting, both in person and online.
How to Vote on Items of Business
You may cast your vote in one of the four ways described below. You may
abstain from voting on one or more of the resolutions.
(a) Online
Lodge your postal vote or proxy online at www.investorvote.co.nz.
(b) Casting a postal vote
You may cast a postal vote on one or more of the resolutions by completing the
FOR, AGAINST or ABSTAIN boxes in ‘Step 1’ of this Voting Form, signing the
form and returning it to the share registrar. If you return your postal vote
without indicating on any resolution how you wish to vote, you will be deemed
to have abstained from voting on that resolution.
(c) Appointing a proxy
You may appoint a proxy to attend the Meeting and either direct the proxy as to
how to vote or give the proxy discretion as to how to vote on the resolutions by
completing the FOR, AGAINST, ABSTAIN or PROXY DISCRETION box on ‘Step 1’
overleaf, completing the appointment of proxy details in ‘Step 2’ overleaf,
signing this Voting Form and returning it to the share registrar. The Chair, or any
other director, is willing to act as proxy for any shareholder who wishes to
appoint him or her for that purpose. If your proxy does not attend the Meeting,
the Chair will be appointed as your proxy and will vote in accordance with your
express direction, and any undirected votes will be voted in accordance to the
Chair’s discretion, other than when he or she is prohibited from voting on that
resolution. If you have ticked the PROXY DISCRETION box and you have not
named a proxy, the Chair will act as your proxy on all resolutions.
(d) Attending the Meeting virtually or in person
You can participate in the Meeting virtually or in person. To attend virtually, you can
access the meeting through the web platform https://meetnow.global/nz, select the
ArborGen meeting and click ‘JOIN MEETING NOW’. Please refer to the Virtual Meeting
Guide available at www.computershare.com/vm-guide-nz for more information.
To attend the meeting in person, please bring this form with you to assist with
registration. If a representative of a corporate securityholder is to attend the meeting
you may need to provide evidence of your authorisation prior to admission.
Your secure access information
Control Number: CSN/Shareholder Number:
PLEASE NOTE: You will need your CSN/Shareholder Number and postcode or country of residence (if outside New Zealand)
to securely access InvestorVote and then follow the prompts to lodge your vote or appoint your proxy online.
Proxy/Voting Form
ArborGen Holdings Limited
Lodge your vote or appoint your proxy online, 24 hours a day, 7 days a week:
www.investorvote.co.nz
Scan the QR code to vote now.
Smartphone?
For your postal vote or proxy to be effective it must be received by 10.30am (New Zealand time) on Saturday, 24 August 2024.
Go online to vote, or turn over to complete the form

Voting/Proxy Form
Items of Business - Voting Instructions/Voting Form
STEP 1
hereby appoint of
or failing him/herof
as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the above directions at the hybrid 2024 Annual Shareholders’ Meeting
of ArborGen Holdings Limited to be held on Monday 26 August 2024 at the Hunterville Room, Ellerslie Event Centre, 100 Ascot Avenue, Remuera, Auckland at
10.30am, or online, and at any adjournment of that meeting.
I/We being a shareholder/s of
ArborGen Holdings Limited
Appoint a Proxy
STEP 2
Signature of Shareholder(s) This section must be completed.
SIGN
or Sole Director/Director
Shareholder 1Shareholder 2Shareholder 3
Contact Name Contact Daytime Telephone Date
or Director (if more than one)
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):
Please note: If you do not plan to attend the Meeting, you may cast a postal vote or appoint a proxy to vote at the Meeting. This can be done
electronically.
If you mark any of the PROXY DISCRETION boxes above you must appoint a proxy. This may be the Chair or any Director if you so wish.
AgainstFor
Proxy
Discretion
Abstain
Ordinary Resolutions
To consider, and if thought fit, to pass the following ordinary resolutions:
Resolutions supported by the Board:
1.That the Directors be authorised to fix the fees and expenses of Deloitte as the Company’s auditor.
2.Re-Election of David Knott
That David Knott, who retires by rotation and is eligible for re-
election, be re-elected as a Director of the Company.
3.Re-Election of Thomas Avery
That Thomas Avery, who retires by rotation and is eligible for re-election, be re-elected as a Director of the Company.
4.Re-Election of Ozey Horton
That Ozey Horton, who retires by rotation and is eligible for re-election, be re-elected as a Director of the Company.
ATTENDANCE SLIP
Annual Shareholders’ Meeting of ArborGen Holdings Limited
to be held on Monday 26 August 2024 at the
Hunterville Room, Ellerslie Event Centre, 100 Ascot Avenue,
Remuera, Auckland at 10.30am or online.
ArborGen Holdings Limited

---

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.