D&O Ongoing Disclosure Notice

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:
26 February 2026
Date of last disclosure:
29 August 2025
Director or senior manager giving disclosure
Full name(s):
Justin Birch
Name of listed issuer:
ArborGen Holdings Limited
Name of related body corporate (if applicable):
N/A
Position held in listed issuer:
Chief Executive Officer
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):Right to acquire restricted share
units (RSUs) convertible into ARB
Ordinary Shares, subject to
performance targets and vesting
criteria being met
For that relevant interest-
Number held in class before acquisition or disposal:
RSUs (awarded): 10,125,739
Number held in class after acquisition or disposal:
RSUs (awarded): 7,812,730
Current registered holder(s):
N/A
Registered holder(s) once transfers are registered:
Paul Richard Smart ("Trustee"), as
trustee for the “Restricted Shares
Trust"
Summary of acquisition or disposal of specified derivatives relevant interest (if applicable)
Type of affected derivative:
Class of underlying financial products:
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: 2

Details of transactions requiring disclosure-
Date of transaction:20 February 2026
Nature of transaction: Entry into Conditional Restricted
Share Unit Agreement (RSU
Agreement) to receive ArborGen
RSUs, subject to ArborGen's
achievement of certain financial
performance hurdles in accordance
with the ArborGen 2026 LTI Plan.
7,812,730 RSUs were awarded in
February 2026 pursuant to the RSU
Agreement. The RSUs will vest as
ARB Ordinary Shares in three equal
tranches on three separate vesting
dates, provided that the holder of the
RSU remains employed by the
ArborGen group on the applicable
vesting date.
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:
No cash consideration - consideration
for the RSUs is the services rendered
by the participant over the 2026 FY
2026 LTI Plan period.
Number of financial products to which the transaction related:
7,812,730
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
Details of transactions requiring disclosure-
Date of transaction:20 February 2026
Cancellation of 10,125,739 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
10,471,478) Restricted Shares to the
Justin Birch trust, which was
approved by shareholders on 20
September 2023.
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:
No cash consideration - consideration
for the RSUs is the services rendered
by the participant over the 2026 FY
2026 LTI Plan period.
Number of financial products to which the transaction related:
10,125,739
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:Ordinary shares
Nature of relevant interest:
Legal and beneficial interest in
ordinary shares in ArborGen Holdings
For that relevant interest,-
Number held in class:8,115,735
Note: previous disclosure had an
incorrect balance
Current registered holder(s):
Justin Birch and Citibank Nominees
(New Zealand) Limited - NZCSD
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:26 February 2026
Name and title of authorised person:
Christina M. Green
Chief Financial Officer