ArborGen - Annual Shareholder Meeting 2025

AGENDA
1. Chair and CEO Presentations

2. Shareholder Discussion

3. Resolutions
To consider, and if thought fit, pass the following ordinary resolutions:
Resolution 1: Auditor’s Remuneration
That the Directors be authorised to fix the fees and expenses
of Grant Thornton as the Company’s auditor.
Resolution 2: Re-election of George Adams
That George Adams, 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
8 August 2025
Notice is hereby given that the
2025 Annual Shareholders’
Meeting (“Meeting”) of
ArborGen Holdings Limited
(“ArborGen”)
will be held as follows:
Date and Time:
Wednesday 10 September 2025
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
Monday 8 September 2025
Time for determining voting
entitlement 5.00pm
on Friday 5 September 2025
NOTICE OF 2025 ANNUAL
SHAREHOLDERS’ MEETING

Resolution 1: Auditor’s Remuneration
Under section 207T of the Companies Act 1993, Grant Thornton 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.
Resolution 2: Re-election of George Adams
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, George Adams retires by rotation and, being eligible,
has offered himself for re-election.
George has been an independent director of the Company since
August 2021. He is chair of the Board’s Remuneration Committee
and a member of the Audit Committee.
George brings outstanding commercial and governance experience
from more than 30 years of international business experience, as
well as a strong background in occupational health and safety.
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 Chairman of Netlogix, New Zealand Frost Fans and
Synlait Milk Co. In addition, Mr Adams is the Executive Chairman
and co-founder of Apollo Foods and Insightful Mobility.
The other directors unanimously support the re-election of George
Adams as a director.
The Board has determined that Mr Adams is an Independent
Director as defined under the NZX Listing Rules because he is not
an executive of ArborGen and does not have any Disqualifying
Relationships as defined in the NZX Listing Rules.
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.

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, 5 September 2025. 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 Voting/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 Voting/Proxy Form and returning
it by mail or email 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 Monday
8 September 2025 (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 Voting/Proxy 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 ATTENDANCE IN PERSON
If attending the meeting at the Ellerslie Event Centre, please note the
Hunterville Room is in the Ascot Stand.

Arrival by foot, taxi, or rideshare:
Drop-offs and foot access is available via the entrance
at 100 Ascot Avenue.

Parking at the meeting:
Please note the parking location changed last year. Entry is via
16 Derby Downs Place, drive through the tunnel and continue on the
road until you reach the carpark that is located within the racecourse
infield. Parking is free in this carpark. Once you have parked your
car, head on foot to the pedestrian tunnel which will guide you safely
beneath the racetrack to reach the event centre. The walk from the
carpark to the Ascot Stand is approximately 200m through the tunnel.
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.

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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
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 Monday, 8 September 2025.
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 2025 Annual Shareholders’ Meeting of
ArborGen Holdings Limited to be held on Wednesday, 10 September 2025 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 Grant Thornton as the Company’s auditor.
2.
Re-election of George Adams
That George Adams, 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 Wednesday, 10 September 2025 at the
Hunterville Room, Ellerslie Event Centre, 100 Ascot Avenue,
Remuera, Auckland at 10.30am or online.

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Attending the meeting online
HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS
When successfully authenticat ed, th e home
screen will be displayed. You can watch the
webcast, vote, ask qu estion s, an d view meeting
materials in the documents folder. The image
highlighted blue indicates the page you have active.
The webcast will appear and begin
a
utomatically once the meeting has started.
Voting
Reso
lutions will be put forward once voting is
declared open by the Ch air. Once the voting
has opened, the resolution and voting options
will appear.
To vote, simply select your vot ing direction
f
rom
the options shown on scree n. You can vote for all
resolutions at once or by each resolution.
Y
our vote has been cast when the green tick
appears. To change your vote, select ‘Change
Your Vote’.
Q&A
Navigation
Access
Access the online meeting at
https://meetnow.global/nz, and select the
requi red 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 t
he
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 complet e al l the relevant
fields including title, first name, last name an d
email address.
Pl
ease note, guests will not be abl e to
ask questions or vote at the meeting.
If yo
u
are a proxy holder:
Yo
u will receive an email invitation the day before
the meeting to access the onli ne meeting. Click
on the link in the invitat ion to access the meeting.
Visit https://meetnow.global/nz
Contact
If you have any issues accessing the
website please call +64 9 488 87 00.
A
ny eligible sharehold er/ proxy attending t
he
m
eeting remotely is eli gible to ask a question.
S
elect the Q&A tab and typ e your question int
o
the box at the bottom of the screen and press
'S
end
'.
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If yo
u 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.