ARB Capital Change Notice

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 -2,658,747 (net redeemed – issuing
7,812,730 and cancelling 10,471,477)
Nominal value (if any) NIL
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 is for services rendered by
participants of the FY 2026 LTI Plan.
Amount paid up (if not in full) Fully paid
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)
1

-0.0051%
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


1
The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.

Reason for issue/acquisition/redemption and
specific authority for issue/acquisition/redemption/
(the reason for change must be identified here)





Issuing 7,812,730 shares for the CEO
under the FY 2026 CEO LTI Plan for nil
consideration.
Pursuant to the Long-Term Incentive Plan
with Justin Birch dated 2026 which will
vest under the LTI agreement in three
tranches as outlined in the agreement
(with 80% related to EBITDA targets and
20% related to revenue targets with a total
of 7,812,730 shares).
Cancellation of 10,471,477 Restricted
Shares related to the 2023 plan.
Pursuant to an Executive Employment
Agreement with Justin Birch, ArborGen
Holdings issued 20,251,478 (9,780,000
and 10,471,477) Restricted Shares to the
Justin Birch trust, which was approved by
shareholders on 20 September 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.
522,372,562


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 and 4.1.2


Terms or details of the issue, acquisition, or
redemption (for example: restrictions, escrow
arrangements)
The Restricted Shares may 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 20 / 02/ 26
Section 3: Authority for this announcement and contact person
Name of person

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

20 / 02 / 26