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ArborGen Holdings FY26 Results for year ended 31 March 2026

Full Year Results29 May 2026ARBIndustrials

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ARBORGEN FY26 RESULTS FOR YEAR ENDED 31 MARCH 2026

29 May 2026: ArborGen Holdings Limited (NZX: ARB) (ArborGen or the Company) has today

announced its audited results for the 12 months ended 31 March 2026 (FY26), delivering a strong

result ahead of February 2026 guidance.

FY26 Summary (in USD, comparatives to FY25):

• Group revenue of $68.2m the highest in five years, driven by increasing average sales prices

across both markets.

• Adjusted US GAAP EBITDA

1

up 31% to $11.5m.

• Continued growth momentum in Brazil; sales up 14% in local currency, provided 44% of total

revenue.

• US sales revenue in line with prior year; business repositioned for structural industry reset.

• Clear strategy being executed with discipline - focus on continued growth momentum in Brazil;

higher value sales mix in the US South; and continued strengthening of the operational platform.

ArborGen has delivered its highest revenue result in the past five years, alongside a strong uplift in

earnings. The result was driven by strong growth momentum in Brazil, a focus on added value

products in both of ArborGen’s markets and increased commercial discipline across the business.

Group revenue increased 8% year-on-year (YOY) to $68.2m. Excluding one-off, non-recurring items of

$1.0m, Adjusted US GAAP EBITDA was $11.5m, representing a 31% increase on FY25. The company

reported a net loss after tax of $(7.5)m, a material improvement on the prior year.

The Board remains firmly focused on cash generation, reducing debt and delivering further cost

initiatives, including rightsizing the business to better reflect ongoing structural changes in the US

market, and investment into the Brazil business to support continued growth.

Cash and cash equivalents were $2.2m as at 31 March 2026, with net debt of $25.2m reflecting

several years of strategic investment across the business. Certain bank facilities were renewed during

the year, providing more advantageous rates and terms. ArborGen’s Ridgeville building remains on

the market for sale and is supported by a strong commercial tenant. Any future sale proceeds are

intended to further reduce debt.

CEO Justin Birch said: “While market conditions in the US South remain challenging, our deliberate

strategy over the past five years to diversify market concentration and expand our presence in Brazil

is delivering. We are seeing customers increasingly recognise our value proposition, with growing

demand for our advanced genetics seedlings, protected clones and containerised seedlings.

“Operationally, we are building a stronger platform for long-term growth by optimising our asset

base, improving efficiency and productivity, and embedding a high-performance culture. We have

invested in a new ERP system which went live in April 2026 and will further strengthen operational

visibility and efficiency. We now have a leaner, faster operation that can scale as advanced genetics

demand grows, without proportionally growing our cost base.


1. Adjusted US GAAP EBITDA is a non-GAAP financial measure and excludes one-off and unusual items. In FY26, one-off

and unusual items were $1.0m. Refer to the Investor Presentation for more information

2
“The growing integration and collaboration between our regional business divisions continues to

strengthen the Group, creating new opportunities for growth and further establishing us as an

increasingly connected international business.

“We remain confident that our dual-pathway strategy remains the right framework for long-term

value creation: accelerate adoption of higher-value advanced genetics, and build the operational

infrastructure to supply those genetics reliably, at scale, everywhere we compete.”

Brazil

Brazil remained the growth engine for ArborGen in FY26, underpinned by strong demand for both

pine and eucalyptus seedlings. The country continues to be one of the world’s most dynamic forestry

markets, with expanding pulp capacity, rising demand for engineered wood products and a structural

shift toward higher-quality genetics.

Seedling volumes were up 5% YOY, with revenue increasing 14%


in local currency. While sales

demand remained strong, slower crop growth later in the season constrained the volume of

inventory available for sale across both ArborGen and its partner nurseries.

ArborGen’s strong market presence, focus on advanced genetics and protected clones, and network

of supplier nurseries puts the company in a defensible position. The value of higher-quality genetics

is increasingly being recognised by customers, with a 25% YOY increase in demand for protected

clones. Investment is being made in new and better products that deliver the most value to

customers and command the most durable margins, with the launch of two new clones in recent

months and other new genetics in development.

Additional sales opportunities are also being identified and over the past year, the business has

expanded into new geographical markets. In addition, initial sales of ArborGen’s high quality US pine

seeds have been made to non-competing businesses in Brazil – an opportunity with significant

potential in both markets. The Erval Grande nursery was converted to pine production to meet

market needs, particularly as plywood and sawtimber markets strengthen.

Operational efficiency remains a priority and the team delivered meaningful improvements in cost

control, yield and production planning. Investments in overflow growing areas and enhanced

production scheduling helped mitigate the impact of weather variability, which remains a defining

feature of the region. The company is pleased to welcome experienced forestry executive, Wagner

Itria Jr, who has been appointed as General Manager Brazil from 1 June 2026.

US South

In the US South, the industry changes experienced in recent years are now creating deeper,

structural shifts in the commercial landscape with lower demand for timber driven by a long-term

decline in pulp demand, subdued housing construction, and mill production and harvesting curtailed

accordingly. ArborGen is adjusting to this new baseline reality by creating a business that performs

well at current demand levels, generates cash, and retains the capability and the financial strength to

grow decisively when conditions improve.

While customers may be planting less, they are increasingly planting higher quality seedlings – an

area in which ArborGen excels. As demand for pulp continues to fall, more value will be on

sawtimber coming from higher quality trees. ArborGen’s MCP seedlings are ideally suited to higher

grade sawtimber, providing greater yield, faster growth and straighter logs.

3
Sales volumes were down 4% YOY, however, average sales price increased 6% driven by a higher-

value sales mix (advanced genetics loblolly pine and containerised seedlings). Wet weather and

storms early in the planting season affected growing conditions, with the full extent not visible until

harvest in 4Q26. Strong team collaboration allowed for effective inventory optimisation across

regions, however, some additional sales opportunities were restricted due to stock levels. Strategic

agreements secured with key high-volume customers early in the year helped to reduce risk.

The launch of ArborGen’s simplified pine product categories and the AG Score have provided

customers with clearer, data-driven insights into the value of advanced genetics, and has been well

received. Early-harvest data from MCP®

2

plantations has reinforced the superior performance of

these seedlings, strengthening customer confidence and supporting a second wave of adoption.

The strength of the sales team remains a major strategic advantage, with several large long-term

agreements negotiated, with the majority of volume focused on MCP. New opportunities have also

been progressed with afforestation projects. The carbon forestry market continues to present a

meaningful long-term opportunity, with ArborGen already supplying major project developers.

Outlook

The company is entering FY27 with a stronger operational platform, a more resilient business and

clear opportunities for growth. The deliberate and disciplined choices being made today will enable

the business to perform well in a more subdued US market, while continuing growth in Brazil.

For FY27, ArborGen is targeting continued improvement in Adjusted US GAAP EBITDA, driven by:

• Continued volume growth in Brazil, supported by increased capacity and ongoing customer

transition to protected clones.

• Some revenue and volume growth in the US South, driven by higher-value products.

• Further improvements in operational efficiency, cost management and increasing integration and

collaboration between the US and Brazil.

• Continued investment in higher-value and added-value products.

Justin Birch said: “Our customers are focused on a 25+ year harvest horizon. The decisions they make

now will deliver value in the future and we are increasingly seeing them turn to genetics that

maximise returns. We believe ArborGen's position - our genetics pipeline, our geographic footprint

and our deep customer relationships - represents a genuinely valuable and defensible platform.”

Chairman, Dave Knott, commented: “ArborGen enters the next phase of its journey with confidence.

The market opportunities in Brazil remain compelling and we are well positioned to convert those

into sustained earnings growth. While the US South is more challenging, we remain one of the

leading suppliers of advanced genetics seedlings in the market. Our focus is clear: delivering superior

genetics and service to our customers and generating meaningful long-term returns for our

shareholders.

“We thank our global team for their dedication, our customers and suppliers for their valued

partnerships, and our shareholders for their continued trust in ArborGen’s leadership and strategy."

ENDS



2. Mass control pollinated - the process of manually pollinating the seed cones of pines to attain the best traits of the

parent trees

4
Authority for this announcement:

Justin Birch, President and CEO, ArborGen Holdings Limited

For more information, please contact:

Jackie Ellis, Ellis and Co, e: jackie@ellisandco.co.nz, t: +64 27 246 2505



ArborGen

ArborGen is the leading supplier of advanced seedling genetics to the global commercial forestry

industry. Employing state-of-the-art technology, ArborGen is developing high-value products that

significantly improve the productivity of a given acre of land by enabling our customers to grow trees

that yield more wood per acre with greater consistency and quality in a shorter period of time. For

more information, please visit ArborGen’s website at www.arborgen.com

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FY26 Results
Presentation

For the 12 months ended 31 March 2026

All financials in USD unless otherwise stated

WHO WE ARE
2

~500m

Seedling capacity/year

2,000+

Customers served annually

2

Core markets: US and Brazil

30+

Years of genetics R&D

A WORLD LEADER IN FORESTRY GENETICS

ArborGen is a global leader in genetically advanced tree seedlings for

commercial forestry. With decades of investment in breeding science and

intellectual property, we deliver measurably superior trees to

landowners across the US South and Brazil — the two largest plantation

forestry markets in the world.

Genetic InnovationScale and ReachScience Advantage

Advanced genetics

seedlings deliver

higher yield, better

quality and more

resilience, translating

to increased revenue

at harvest time.

(vs open pollinated)

10 seed orchards, 16

nurseries across two

continents. We

produce and deliver

over 300 million

seedlings per year.

Our proprietary IP

represents 30+ years

of research — a moat

competitors cannot

replicate overnight.

New R&D

programmes

underway in both

markets.

ArborGen FY26 Results

OUR MARKETS
US SOUTH

•Largest loblolly pine market globally — 700m

seedling total market

•Addressable market ~570m seedlings vs current

~205m sales — significant runway

•ArborGen produces >50% of MCP

1

supply, the

premium advanced genetics product

•Carbon offset reforestation: key supplier to

Chestnut Carbon (Microsoft-backed)

•Structural industry reset underway - persistent

market headwinds subduing demand

•Strategy: increase MCP adoption, grow

container segment, win market share

ArborGen FY26 Results

3

BRAZIL

•World's largest hardwood pulp producer —

eucalyptus demand est. 1.2 billion seedlings p.a.

•Addressable market ~720m seedlings; ArborGen

current sales ~119m — emerging market

•Largest range of in-demand protected clones in

the market

•Superior genetics offer higher wood density,

drought tolerance, insect resistance

•Rapid sector expansion creating strong pricing

and quality demand

•Strategy: convert market to protected genetics,

expand capacity, grow branded clones

1. MCP ®: Mass control pollinated - the process of manually pollinating the seed cones of

pines to attain the best traits of the parent trees

4
GO TO MARKET

Grow demand and sales of

higher value advanced genetics

seedlings

United States: Expand higher

value product mix and

increase MCP adoption

Brazil: Opportunistic and

measured expansion

Focus on market-driven

genetics for the future

OPERATING STRENGTH

Enable a strong foundation for

the future

Strengthen the organisation

and develop a performance

culture

Optimise total productivity

The US South and Brazil

remain our primary markets

We are building a strong

platform for our business:

•Optimising our asset base

•Improving efficiencies

•Strong performance

culture

DUAL PATHWAY STRATEGY

Driving growth and leveraging long-term demand trends

ArborGen FY26 Results

1. MCP® - Mass Control Pollinated seedlings

FY26 SUMMARY
DELIVERED YEAR-ON-YEAR GROWTH

5ArborGen FY26 Results

Strategic focus on advanced genetics, added value products and

operational improvements driving improved result

Uplift in revenue and earnings

Continued growth momentum in Brazil

Alignment and rightsizing of US business to a lower industry baseline

Positive long-term growth expectations in Brazil; continued focus on

higher value sales in constrained US market

FY26 PERFORMANCE SNAPSHOT
Highest revenue result in 5 years; Adj US GAAP EBITDA up 31% YOY

ArborGen FY26 Results6

10.1

9.2

12.8

8.8

11.5

FY22FY23FY24FY25FY26

ADJUSTED US GAAP EBITDA

(US $M)

47.5

56.1

67.7

63.2

68.2

360m

375m

369m

328m

324m

FY22FY23FY24FY25FY26

SALES VOLUME AND REVENUE

(US $M)

Sales RevenueSales Volumes

FY26 NUMBERS AT A GLANCE
For the year ended 31 March 2026. Percentage comparatives to prior year. All numbers in USD unless stated otherwise.

7

SEEDLING UNIT SALESREVENUEGROSS PROFITNET LOSS AFTER TAX

323.9m

FY25: 327.8m

Down 1%

$68.2m

FY25: $63.2m

Up 8%

$19.8m

FY25: $18.2m

Up 9%

$(7.5)m

1

FY25: $(21.5)m

NET DEBT

2

ADJ US GAAP EBITDA

3

CAPITAL EXPENDITUREMARKET CAP

4

$25.2m

FY25: $20.9m

Increased 21%

$11.5m

FY25: $8.8m

Up 31%

$4.1m

FY25: $7.7m

$49.7m

1.FY25 included non-cash $21.8m impairment of intangible assets.

2.Excluding capitalised leases.

3.Adjusted US GAAP EBITDA is a non-GAAP financial measure and excludes one-off and unusual items. In FY26, one-off and unusual items were $1.0m. Refer to slide 17 for more information

4.NZD as at 31 March 2026.

ADJUSTED US GAAP EBITDA of $11.5m is a 31% increase YOY

ArborGen FY26 Results

FY26: GO TO MARKET
Grow demand and sales of higher value advanced genetics seedlings

ArborGen FY26 Results

8

UNITED STATES

•Structural shift in commercial landscape,

weakening the near and medium term

demand environment

•Adapting business to perform well at

current constrained demand levels and

generate cash while retaining ability to grow

and scale when conditions improve

•Strategic focus on production and sales of

higher margin products → higher average

sales price

•Increasing customer recognition of the

value of advanced genetics, supported by

expert sales and technical teams

Focus on higher value sales in a more

constrained market

BRAZIL

•Investing in and expanding portfolio

of higher value protected clones

and advanced genetic seedlings

•Conversion of Erval Grande nursery

to pine, to leverage favourable

growing conditions and rising

demand

•Entry into new markets and regions

extending reach and providing

opportunities

•Focus on operational excellence

delivering improvements in both

cost control and yield

Growth momentum expected to

continue

MARKET DRIVEN GENETICS

FOR THE FUTURE

Continued investment in R&D

and product development, to

create new genetics that

provide ArborGen’s

competitive advantage

Genetics pipeline, geographic

footprint and deep customer

relationships represent a

valuable and defensible

platform

ArborGen FY26 Results9
FY26: OPERATING STRENGTH

Enable a strong foundation for the future

Optimising productivity

•Continued focus on cost and efficiencies

•Rightsizing team and optimising production in US to reflect structural market changes

•Successful implementation of new ERP system in US in April 2026

•Continuing to build resilience to severe weather events and climate change

Team and culture

•Closer collaboration between US and Brazil teams

•New leadership for Brazil business from 1 June 2026, highly experienced forestry executive

•Refreshed local leadership teams with continued development of employees and internal appointments

•Focus on development and career opportunities for all team members

Capital allocation

•Priority focus on cash generation and debt reduction

•Previous Head Office building on market for sale, strong commercial tenant in place – any future sales proceeds intended to

reduce debt

•Disciplined capital expenditure following several years of strategic investment across the business

FY26 FINANCIAL SUMMARY
Strong result in face of US market headwinds; Brazil market continues to deliver

10

•Revenue increase driven by improved sales mix

(higher value and added value products)

•Continuing focus on efficiencies and cost

management

•Net debt (excluding capitalised leases) reflects

several years of strategic investment

•Adjusted US GAAP EBITDA result of $11.5m, a

31% increase on prior year

ArborGen FY26 Results

US $MFY26FY25

Revenue68.263.2

Gross Profit19.818.2

Net Loss After Tax(7.5)(21.5)

Operating Cash Flow3.72.7

Net Debt25.220.9

Capital Expenditure4.17.7

Adjusted US GAAP EBITDA

11.58.8

SEEDLING SALES AND REVENUE
Strong growth in Brazil, US South headwinds continue to put pressure on sales

44%

56%

SALES US $M

BrazilUS South

11

37%

63%

SALES UNITS M

BrazilUS South

•Increase in Average Sales Price (ASP) across

both businesses

•Revenue up 8% YOY vs 1% decrease in

volumes

•Driven by continued uptake of higher

margin products – advanced genetics,

protected clones and containerised

seedlings

•Continued strong growth in Brazil –

revenue up 14% in local currency

•US revenue relatively flat YOY, supported by

focus on higher margin products

•Advanced genetics make up 47% of total

sales volume

ArborGen FY26 Results

63.2

0.5

4.568.2

FY25US SouthBrazilFY26

SALES REVENUE US$M

US SOUTH
Strategic alignment of business to structural industry shift

12

•Consistent YOY revenue (up 1%) despite

lower volumes, supported by sales of

higher value products

•6% increase in average sales price, driven

by higher-value sales mix (advanced

genetics loblolly pine and containerised

seedlings)

•Wet weather and storms early in season

affected growing conditions, some

additional sales opportunities lost due to

reduced stock levels

•Gross margin $ up 3% YOY;

gross margin % remained relatively flat

ArborGen FY26 Results

US SouthFY26FY25

Advanced genetics as % of total sales volume

38%38%

Seedling capacity (units)350m350m

47.5

56.1

41.2

37.5

38.0

284

265

257

214

205

FY22FY23FY24FY25FY26

SALES VOLUME AND REVENUE

(US $M)

Sales Revenue

Sales Volumes

BRAZIL
Building blocks in place creating a stronger business; a market in structural growth

13

•Record full year sales volume and revenue

driven by strong demand for both pine and

eucalyptus; revenue up 14% in local

currency

•9% increase in average selling price ($R);

increasing sales of ArborGen proprietary

genetics and clones

•Slower crop growth later in the season

constrained the volume of inventory

available for sale across both ArborGen and

its partner nurseries

•Gross margin $ up 11% YOY (USD);

gross margin % down 1.5pp

ArborGen FY26 Results

BrazilFY26FY25

Sales revenue (US $M)30.225.7

Advanced genetics as % of total sales volume63%60%

Seedling capacity (units)160m150m

40.1

87

130.5

144.4

164.0

78

102

113113

119

FY22FY23FY24FY25FY26

Local Currency R$

Sales Revenue

Sales Volumes

US GAAP EBITDA
31% YOY increase in Adjusted US GAAP EBITDA

ArborGen FY26 Results14

•Adjusted US GAAP EBITDA of $11.5m, up

31% YOY

•Increasing revenue plus cost discipline and

efficiency improvement driving higher

earnings

•Continued strength even in the face of

market and weather events, showing

resiliency in the business

•Result above February 2026 guidance

6.1

10.3

7.6

11.2

12.5

10.1

9.2

12.8

8.8

11.5

FY22FY23FY24FY25FY26

US GAAP EBITDA US $M

US GAAP EBITDAAdjusted US GAAP EBITDA

See Appendix slide for more information on Adjusted US GAAP EBITDA and reconciliation.

BALANCE SHEET SUMMARY
•Capital expenditure $4.1m

•Disciplined management of working capital

•Increase in inventory due to continued investment

in secure seed supply, volume and business

growth, and transition to more pine production in

Brazil

•Cash flow lower due to continued investments in

building US seed supply and investment into

nurseries for maintenance and weather mitigation

•Net debt reflects several years of strategic

investment across the business. Certain bank

facilities renewed during the year, providing more

advantageous rates and terms

ArborGen FY26 Results

15

1.Inventory comprises seed and seedlings, as well as preparation and harvesting costs

US $mFY26FY25

Debtors12.012.8

Inventory

1

42.038.4

Creditors(10.0)(12.9)

Working Capital39.338.0

Cash and Cash Equivalents2.23.5

Total Facility35.037.0

Borrowings(27.3)(24.4)

Available/Undrawn10.712.6

Net Debt25.220.9

Net Tangible Assets (NTA)64.764.4

OUTLOOK
For FY27, ArborGen is targeting continued improvement in Adjusted US GAAP EBITDA, driven by:

•Continued volume growth in Brazil, supported by increased capacity and ongoing customer

transition to protected clones

•Some revenue and volume growth in the US South, driven by higher-value products and market

share gains

•Further improvements in operational efficiency, cost management and increasing integration and

collaboration between the US and Brazil

•Continued investment in higher-value and added value products.

16ArborGen FY26 Results

ArborGen is entering FY27 with a stronger operational platform, a more resilient business and clear

opportunities for growth. The deliberate and disciplined choices being made today will enable the

business to perform well in a more subdued US market, while continuing to grow in Brazil.

ADJUSTED US GAAP RECONCILIATION
17ArborGen FY26 Results

Fiscal year ending March US $mMar

2026

US GAAP

Revenue68.2

Gross margin (excluding DDA)22.4

LessSG&A (9.6)

LessR&D(2.5)

PlusOther income (expense)1.2

Adjusted US GAAP EBITDA

(3) (4)

11.5

Adjustments

Gain on sale of parcel of land0.2

Gain from ERC credits0.8


US GAAP EBITDA

(1) (2)

12.5

1.Under US GAAP, from a statutory reporting perspective, the classification of the

expense items, and other significant items in this table may differ from what is

presented in the financial statements.

2.US GAAP EBITDA excludes NZ public company costs.

3.Adjusted US GAAP EBITDA excludes one-off and unusual items which may include

restructure costs, impairments and write downs on assets, acquisition/sale

transaction costs and other one-off items. In FY26, one-off and unusual items were

$0.2m gain on sale of a parcel in Texas and an $800k gain for recognising an ERC tax

credit for which statute of limitations for potential audit has passed.

4.The Company uses Adjusted US GAAP EBITDA when discussing financial performance.

This is a non-GAAP financial measure and is not recognised within IFRS. Non-GAAP

financial measures should not be viewed in isolation nor considered as a substitute

for measures reported in accordance with GAAP. Management believes that

Adjusted US GAAP EBITDA provides useful information, as it is used internally to

evaluate performance, and it is also a measure that equity analysts focus on for

comparative company performance purposes, as themeasure removes distortions

caused by differences in asset age, depreciation policies and debt:equity structures.

DISCLAIMER
18

This presentation has been prepared by ArborGen Holdings Limited (“ArborGen”), to provide an overview of the performance of ArborGen and its activities at the date of this presentation.

It is not prepared for any other purpose and must not be provided to any person other than the intended recipient. This presentation should be read in conjunction with ArborGen’s interim

and annual reports, market releases and other periodic and continuous disclosure announcements, which are available at www.nzx.com/companies/ARB and www.arborgenholdings.com.

The information in this presentation is of a general nature only. It is not a complete description of ArborGen.

This presentation is not a recommendation or offer of financial products for subscription, purchase or sale, or an invitation or solicitation for such offers.

This presentation is not intended as investment, financial or other advice and must not be relied on by any prospective investor. It does not take into account any particular prospective

investor’s objectives, financial situation, circumstances or needs, and does not purport to contain all the information that a prospective investor may require. Any person who is considering

an investment in ArborGen securities should obtain independent professional advice prior to making an investment decision, and should make any investment decision having regard to

that person’s own objectives, financial situation, circumstances and needs.

Past performance information contained in this presentation is not an indication of future performance and should not be relied upon as such. This presentation may also contain forward

looking statements with respect to the financial condition, results of operations and business, and business strategy of ArborGen. Information about the future, by its nature, involves

inherent risks and uncertainties. Accordingly, nothing in this presentation is a promise or representation as to the future or a promise or representation that a transaction or outcome

referred to in this presentation will proceed or occur on the basis described in this presentation. Statements or assumptions in this presentation as to future matters may prove to be

incorrect.

A number of financial measures are used in this presentation and should not be considered in isolation from, or as a substitute for, the information provided in ArborGen’s financial

statements available at www.arborgenholdings.com. This presentation may include non-GAAP financial measures. This information has been included on the basis that ArborGen

management and directors consider that this non-GAAP information assists readers to understand the key drivers of ArborGen’s performance which are not disclosed as GAAP measures in

ArborGen’s financial statements.

ArborGen and its related companies and their respective directors, employees and representatives make no representation or warranty of any nature (including as to accuracy or

completeness) in respect of this presentation and will have no liability (including for negligence) for any errors in or omissions from, or for any loss (whether foreseeable or not) arising in

connection with the use of or reliance on, information in this presentation.

All references to currencies in this document are in US dollars (US$) unless otherwise stated.

ArborGen FY26 Results

---

ArborGen Holdings Limited and Subsidiaries
CONSOLIDATED INCOME STATEMENT

For the year ended ended 31 March 2026

Year endedYear ended

March 2026March 2025

Notes

US$mUS$m

Revenue2468.2 63.2

Cost of sales7

(48.4) (45.0)

Gross profit19.8 18.2

Intellectual property amortisation

7

(6.1) (6.1)

Administration expense

(13.5) (13.3)

Operating earnings excluding items below0.2 (1.2)

Impairment13 & 16

(1.7) (21.8)

Employee retention credit (ERC) tax credit7

0.8 -

Gain on sale7

0.2 2.2

Operating loss before financing expense(0.5) (20.8)

Financial income0.5 0.3

Financing expense(3.4) (2.0)

Loss before taxation(3.4) (22.5)

Tax benefit (expense)8(4.1) 1.0

Net loss after tax(7.5) (21.5)

Earnings per share - Basic19(0.0148) (0.0423)

The accompanying notes form part of, and are to be read in conjunction with, these consolidated

financial statements

Page 1

ArborGen Holdings Limited and Subsidiaries
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended ended 31 March 2026

Year endedYear ended

March 2026March 2025

Notes

US$mUS$m

Net loss after tax(7.5) (21.5)

Items that may be reclassified to the Consolidated Income Statement:

Movement in currency translation reserve201.9 (1.7)

Movement in hedge reserve20(0.2) (0.3)

Other comprehensive earnings (loss) (net of tax)1.7 (2.0)

Total comprehensive loss(5.8) (23.5)

ArborGen Holdings Limited and Subsidiaries

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended ended 31 March 2026

Year endedYear ended

March 2026 March 2025

Notes

US$mUS$m

Total comprehensive loss(5.8) (23.5)

Movement in ArborGen Holdings shareholders' equity:

Movement in issued capital190.4 (0.2)

Movement in share-based payment reserve20

(0.3)

(0.4)

Total movement in shareholder equity(5.7) (24.1)

Opening group equity

124.6 148.7

Closing group equity118.8 124.6

The accompanying notes form part of, and are to be read in conjunction with, these consolidated

financial statements

Page 2

ArborGen Holdings Limited and Subsidiaries
CONSOLIDATED STATEMENT OF CASH FLOWS

For the year ended ended 31 March 2026

Year endedYear ended

March 2026March 2025

Notes

US$mUS$m

Cash was provided from operating activities

Receipts from customers67.1 64.4

Cash provided from operating activities

67.1 64.4

Payments to suppliers, employees and other(61.7) (60.0)

Tax paid(1.7) (1.7)

Cash (used in) operating activities

(63.4) (61.7)

Net cash from/(used in) operating activities

3.7 2.7

Interest received0.5 0.3

Proceeds on sale of fixed assets70.5 4.1

Investment in fixed assets13(4.1) (7.8)

Net cash from/(used in) investing activities

(3.1) (3.4)

Debt drawdowns1828.7 28.5

Repayment of lease liabilities(2.8) (1.9)

Debt repayment

18(25.6) (24.0)

Interest paid(2.5) (3.0)

Repurchase of warrants and/or share buyback19- (0.5)

Net cash from/(used in) financing activities

(2.2) (0.9)

Net movement in cash

(1.6) (1.6)

Opening cash, liquid deposits and restricted cash

3.5 5.6

Effect of exchange rate changes on net cash

0.3 (0.5)

Closing cash and cash equivalents92.2 3.5

Net loss after taxation

(7.5) (21.5)

Adjustment for:

Financial income(0.5) (0.3)

Financing expense

3.3 2.0

Depreciation and amortisation

8.4 10.3

Tax expense

4.1 (1.0)

Foreign exchange

0.3 (0.5)

Other non cash items

3.3 21.8

Cash flow from operations before net working capital movement

11.4 10.8

Trade and other receivables

0.7 (0.3)

Inventory

(3.7) (3.3)

Trade and other payables

(3.0) (2.8)

Net working capital movement

(6.0) (6.4)

Cash tax paid

(1.7) (1.7)

Net cash from/(used in) operating activities3.7 2.7

The accompanying notes form part of, and are to be read in conjunction with, these consolidated

financial statements

Page 3

ArborGen Holdings Limited and Subsidiaries
CONSOLIDATED BALANCE SHEET

As at 31 March 2026

Year endedYear ended

March 2026March 2025

NotesUS$mUS$m

Current assets

Cash and cash equivalents

92.2 3.5

Trade and other receivables

1012.0 12.8

Inventory

1142.0 38.4

Assets held for sale

1310.9 13.6

Total current assets

67.1 68.3

Non-current assets

Fixed assets

1329.6 27.6

Derivative financial instruments

5 & 270.1 0.3

Right-of-use assets

1414.1 8.7

Intellectual property

15 & 1654.1 60.2

Other assets

2.2 -

Deferred taxation asset

127.2 10.4

Total non-current assets107.3 107.2

Total assets174.4 175.5

Current liabilities

Trade, other payables and provisions

17(10.0) (12.9)

Current lease obligation22(2.3) (1.7)

Current debt18(1.6) (1.8)

Current taxation liability

(1.1) (0.4)

Total current liabilities

(15.0) (16.8)

Term liabilities

Term debt18(25.7) (22.6)

Lease obligation22(11.4) (6.5)

Deferred taxation liability

12(2.9) (4.2)

Other (security deposit)

(0.6) (0.8)

Total term liabilities(40.6) (34.1)

Total liabilities(55.6) (50.9)

Net assets

118.8 124.6

Equity

Share capital

19203.6 203.2

Reserves

20(84.8) (78.6)

Total group equity

118.8 124.6

Dave KnottPaul Smart

Chairman of the BoardAudit Committee Chairman

29 May 2026

The accompanying notes form part of, and are to be read in conjunction with, these consolidated

financial statements

Page 4

ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements

For the year ended 31 March 2026

Page 5


1 GENERAL INFORMATION

ArborGen Holdings Limited (ArborGen Holdings) is an international forestry genetics business. ArborGen Holdings, a

limited liability company incorporated in New Zealand, is listed on the New Zealand stock exchange. As at 31 March

2026 ArborGen Holdings had one investment ArborGen Inc (100%).

2 APPROVAL OF ACCOUNTS

These consolidated financial statements have been prepared on a consolidated Group basis and were approved for

issue by the Board of Directors on 29 May 2026.

3 BASIS OF PRESENTATION

The financial statements presented are those of ArborGen Holdings Limited (the Company) and Subsidiaries (the

Group).

Basis of preparation

The Company is an FMC reporting entity for the purposes of the Financial Reporting Act 2013 and Financial Markets

Conduct Act 2013.

The presentation currency used in the preparation of these financial statements is United States dollars (US$),

rounded to the nearest hundred thousand dollars.


Basis of measurement

The financial statements have been prepared on the historical cost basis with the exception of certain items as

identified in specific accounting policies.

Statement of compliance

The financial statements have been prepared in accordance with New Zealand equivalents to IFRS Accounting

Standards (NZ IFRS) and IFRS Accounting Standards. The financial statements are in compliance with NZ IFRS and

IFRS Accounting Standards. The Group has designated itself as a profit-oriented entity for the purposes of compliance

with NZ IFRS and IFRS Accounting Standards.

The financial statements have been prepared in accordance with the requirements of the Financial Markets Conduct

Act 2013 and comply with generally accepted accounting practice in New Zealand (NZ GAAP).

Chief operating decision-makers

The chief operating decision-makers are the Board of Directors who jointly make strategic decisions for ArborGen

Holdings.

4 MATERIAL ACCOUNTING POLICIES

Accounting Policies

All material accounting policies are set out on the following pages. There have been no changes made to accounting

policies during the year. All mandatory amendments and interpretations have been adopted in the current year.

None had a material impact on these financial statements.

At the date of authorisation of these financial statements, the Group has not applied the new and revised NZ IFRS

standards and amendments that have been issued but are not yet effective. In May 2024, the New Zealand

Accounting Standards Board introduced NZ IFRS 18 Presentation and Disclosure in Financial Statements (effective

for reporting periods beginning on or after 1 January 2027). This standard replaces NZ IAS 1 Presentation of Financial

Statements. The Group has recently reviewed the impacts of IFRS 18.



ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements

For the year ended 31 March 2026

Page 6



NZ IFRS 18 requires the income statement to be defined in the following sections:

- Operating

- Investing

- Financing

- Income taxes

- Discontinued Operations


NZ IFRS 18 also requires:

- Goodwill to be shown separately in the financial statements

- Cash flows from interest and dividends received to be shown as investing activities in the statement of cash

flows,

- Cash flows from interest and dividends paid to be shown as financing activities in the statemen of cash flows,

and

- The Group must disclose and thus have audited, any management-defined performance measures (MPMs),

these being subtotals of income and expenses that management uses outside the financial statements to

publicly communicate their view of financial performance



The Group’s financial statements will be minimally impacted.


The changes to MPMs are expected to have a more significant impact on the financial statements, as US Adjusted

GAAP EBITDA is currently a key metric that is utilized by management. Net Income, supplemented by more detailed

segment reporting as the net income level, would represent the most suitable alternative that satisfies all outlined

criteria. Alternatively, Operating profit before Depreciation and Amortization would be another great alternative,

which is the IFRS-based EBITDA proxy.


This change will affect the financials at 31 March 2028. Accordingly, The Group will have sufficient time to evaluate

and implement any necessary revisions to financial measures reported in the annual report, ensuring that both

shareholders and management receive clear and relevant information.

Use of Estimates and Judgement

The preparation of financial statements in conformity with NZ IFRS requires management to make estimates and

assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and

liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the

reporting period. Actual results could differ from those estimates. The principal areas of judgement in preparing

these financial statements are:

Deferred taxation (note 12)

The measurement of deferred taxation assets and liabilities reflects the tax consequences that would follow from

the manner that the Group expects, at balance date, to recover or settle the carrying amount of its assets and

liabilities. The carrying values of tax assets and liabilities are also affected by the estimates and judgements.

ArborGen cash generating unit impairment (note 16)

The carrying value of the Group’s non-current assets is assessed in accordance with the Impairment policy on page

[17]. Performing these assessments generally requires management to estimate future cash flows to be generated

by the ArborGen cash generating unit (“CGU”), which entails making judgements about the expected future

performance and cash flows of the CGU and the appropriate discount rate to apply when valuing future cash flows.

The carrying values of assets acquired are also affected by the estimates and judgements applied to capitalisation of

developmental expenditure and the amortisation period for intellectual property of 17 years, see Intellectual

property policy on page [17].

ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements

For the year ended 31 March 2026

Page 7


Basis of Consolidation

Subsidiaries

The consolidated financial statements incorporate the financial statements of the Company and entities controlled

by the Company (its subsidiaries). Control is achieved when the Company:

- Has the power over the investee;

- Is exposed, or has rights, to variable returns from its involvement with the investee; and

- Has the ability to use its power to affect its returns.

The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are

changes to one or more of the three elements of control listed above. ArborGen is a subsidiary of ArborGen Holdings

Limited.

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the

Company loses control of the subsidiary. Specifically, the results of subsidiaries acquired or disposed of during the

year are included in profit or loss from the date the Company gains control until the date when the Company ceases

to control the subsidiary. Where necessary, adjustments are made to the financial statements of subsidiaries to bring

the accounting policies used into line with the Group’s accounting policies. All intragroup assets and liabilities, equity,

income, expenses and cash flows relating to transactions between the members of the Group are eliminated on

consolidation.

Functional Currency

Foreign operations

Items included in the financial statements of each entity in the Group are measured using the currency that best

reflects the economic substance of the underlying events and circumstances relevant to that entity (the functional

currency). The consolidated financial statements are presented in US$ (the presentation currency).

The assets and liabilities of all the Group companies that have a functional currency that differs from the presentation

currency, including goodwill and fair value adjustments arising on consolidation, are translated to the presentation

currency at foreign exchange rates ruling at balance date. Income and expense items are translated at the average

exchange rates for the period. All exchange differences arising from the translation of foreign operations are

recognised in the foreign currency translation reserve.

Transactions

Transactions in currencies other than the functional currency are translated at the foreign exchange rate ruling at

the date of the transaction. Monetary assets and liabilities denominated in currencies other than the functional

currency at balance date are translated to the functional currency at the foreign exchange rate ruling at that date,

with foreign exchange differences arising on translation being recognised in the income statement. Non-monetary

assets and liabilities that are measured in terms of historical cost in a currency other than the functional currency

are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities that are

stated at fair value in a currency other than the functional currency are translated using the exchange rate ruling at

the date the fair value was determined.

Valuation of Assets

Land, buildings, plant and equipment

Land, buildings, plant and equipment are stated at historical cost less accumulated depreciation and impairment.

Land is not depreciated. Depreciation on other fixed assets is calculated using the straight-line method. Expected

useful lives are:

Buildings 25 to 40 years

Plant and equipment 3 to 15 years


ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements

For the year ended 31 March 2026

Page 8


Inventory

Trading inventory, raw materials and work in progress are valued at the lower of cost or net realisable value. Cost

includes direct costs and overheads at normal operating levels and excludes borrowing costs. Net realisable value is

the estimated selling price in the ordinary course of business, less applicable selling costs.

Intellectual property

Intellectual property is amortised over the useful life of the assets. Intellectual property relates primarily to output

from ArborGen Inc’s research activities and is reviewed at least annually for impairment. In line with our policy, we

have reviewed the useful life each balance date and adjusted if appropriate. The useful life of intellectual property

has been assessed as 17 years. In assessing the useful life we considered the advancements in technology, such as

genomics, and the ability of these new technologies to impact the product development lifecycle. Whilst we still

believe there are significant technological difficulties in replicating our advanced genetics products, we believe that

these new technologies potentially impact the product development life cycle. These new technologies will also

benefit ArborGen increasing our ability to accelerate new product development. Consequently, we believe that a

useful life of 17 years is appropriate.

Trade and other receivables

Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the

effective interest method, less any provision for expected credit losses.

The Company applies the simplified approach to measuring expected credit losses which uses a lifetime expected

credit loss allowance for all trade receivables as they all display the same risk profile. The measurement of expected

credit losses is a function of the probability of default, loss given default and the exposure at default. The Company

considers an event of default as occurring when information obtained (internally and externally) indicates a debtor

is unlikely to pay its creditors including the Company. The assessment of the probability of default and loss given

default is based on historical data adjusted by forward looking information relating to the debtor and general

economic conditions of the debtors. As for the exposure at default, this is represented by the assets’ gross carrying

amount at the reporting date.

Cash and cash equivalents

Cash and cash equivalents comprises cash balances and call deposits. Bank overdrafts that are repayable on demand

and form an integral part of the Group’s cash management are included as a component of cash and cash equivalents

for the purpose of the statement of cash flows.

Assets held for sale and discontinued operations

Assets held for sale are assets whose carrying value will be recovered principally through sale rather than through

continuing use. Assets held for sale are stated at the lower of their carrying amount and fair value less costs to sell

and are not depreciated or amortised while they are classified as held for sale.

A discontinued operation is a component of the Group’s business that represents a separate major line of business.

Classification as a discontinued operation occurs upon disposal or when the operation meets the criteria to be

classified as held for sale, if earlier.

Impairment – non financial assets

The carrying amounts of the Group’s assets are reviewed regularly, including at each reporting date, to determine

whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is

estimated and whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount,

an impairment loss is recognised. Impairment losses are recognised in the income statement.

Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount

of any goodwill allocated to cash-generating units, and then to reduce the carrying amount of other assets in the

cash-generating unit on a pro-rata basis.

The recoverable amount of non-financial assets is the greater of their fair value less costs to sell or value in use. In

assessing value in use, the estimated future cash flows are discounted to their present value using a post-tax discount

rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an

ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements

For the year ended 31 March 2026

Page 9


asset that does not generate largely independent cash flows, the recoverable amount is determined for the cash-

generating unit to which the asset belongs. With the exception of goodwill, an impairment loss is reversed if there

has been a change in the estimates used to determine the recoverable amount.

An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying

amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been

recognised.


Valuation of Liabilities

Trade and other payables

Trade and other payables are stated at amortised cost.

Provisions

A provision is recognised in the balance sheet when the Group has a present legal or constructive obligation as a

result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation.

Provisions are measured at the Group’s best estimate of the expenditure required to settle the present obligation.

Provisions are determined by discounting the expected future cash flows at a rate that reflects current market

assessments of the time value of money and, where appropriate, the risks specific to the liability.

Interest-bearing borrowings

Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to

initial recognition, borrowings are stated at amortised cost with any difference between cost and redemption value

being recognised in the income statement over the period of the borrowings on an effective interest rate basis.

Deferred income tax

Deferred income tax is provided in full, using the balance sheet method, on temporary differences arising between

the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. The

deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction,

other than a business combination, that at the time of the transaction affects neither accounting, nor taxable, profit

or loss nor gives rise to equal taxable or deductible temporary differences. Deferred income tax is determined using

tax rates (and laws) that have been enacted or substantively enacted by the balance date and are expected to apply

when the related deferred income tax asset is realised or the deferred income tax liability is settled. The

measurement of deferred taxation assets and liabilities reflects the tax consequences that would follow from the

manner that the Group expects, at balance date, to recover or settle the carrying amount of its assets and liabilities.

Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available

against which the temporary differences can be utilised.

Hedge accounting

The Group designates certain derivatives as hedging instruments in respect of cash flow hedges. Interest rate swaps

hedging interest rate exposure on issued debt are accounted for as cash flow hedges.

At the inception of the hedge relationship, the Group documents the relationship between the hedging instrument

and the hedged item, along with its risk management objectives and its strategy for undertaking various hedge

transactions. Furthermore, at the inception of the hedge and on an ongoing basis, the Group documents whether

the hedging instrument is effective in offsetting changes in fair values or cash flows of the hedged item attributable

to the hedged risk, which is when the hedging relationship meets all of the following hedge effectiveness

requirements:

- there is an economic relationship between the hedged item and the hedging instrument;

- the effect of credit risk does not dominate the value changes that result from that economic relationship;

and

- the Group applies a hedge ratio of 1:1.

The effective portion of changes in the fair value of derivatives and other qualifying hedging instruments that are

designated and qualify as cash flow hedges is recognised in other comprehensive income and accumulated under

ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements

For the year ended 31 March 2026

Page 10


the heading of cash flow hedging reserve, limited to the cumulative change in fair value of the hedged item from

inception of the hedge. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss.

The Group discontinues hedge accounting only when the hedging relationship (or a part thereof) ceases to meet the

qualifying criteria (after rebalancing, if applicable). This includes instances when the hedging instrument expires or

is sold, terminated or exercised. The discontinuation is accounted for prospectively. Any gain or loss recognised in

other comprehensive income and accumulated in cash flow hedge reserve at that time remains in equity and is

reclassified to profit or loss when the forecast transaction occurs. When a forecast transaction is no longer expected

to occur, the gain or loss accumulated in the cash flow hedge reserve is reclassified immediately to profit or loss.

Items carried at fair value

The items which are carried at fair value include derivative financial instruments. These items are classified into the

following levels in the fair value measurement hierarchy:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 – inputs other than quoted prices included within level 1 that are observable for the asset or liability either

directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).


Income Determination

Revenue recognition

Revenue is measured based on consideration specified in a contract with a customer and is recognised when control

over a good or service transfers to a customer. Revenue excludes amounts collected on behalf of third parties and is

net of any value added tax, rebates, returns and discounts, and after eliminating sales within the Group.

The Group’s revenues are earned from the sale of seedlings or treestocks and logistics services to some customers.

Seedling or treestock revenue is recognised, either when the goods are dispatched or when goods have reached

their destination, depending on the terms and agreements with customers and when documentary evidence

supports the customer taking ownership and control of the product. Logistics and other services revenue is

recognised over the period the service is provided.

Goods sold

Revenue from the sale of goods is recognised in the income statement when control over a good or service transfers

to a customer. Products are generally sold with volume discounts and customers have a right to return faulty product.

Sales are recorded based on the price negotiated with the customer, net of estimated volume discounts and returns.

Historical experience is used to estimate the level of returns likely and volume rebates are calculated on a preset

formula.

Government grants

Government grants are not recognised until there is reasonable assurance that the grants will be received and that

the Group will comply with the conditions attaching to them. Government grants are recognised in the income

statement on a systematic basis over the periods in which the Group recognises as an expense the related costs for

which the grants are intended to compensate.

Investment income

Interest income is recognised in the income statement as it accrues, using the effective interest method.

Finance expense

Finance expenses comprise interest payable on borrowings calculated using the effective interest method.

Leases

The Group assesses whether a contract is or contains a lease, at inception of the contract. The Group recognises a

Right-Of-Use (ROU) asset and a corresponding lease liability with respect to all lease arrangements in which it is the

lessee, except for short-term leases and leases of low value assets. For these leases, the Group recognises the lease

ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements

For the year ended 31 March 2026

Page 11


payments as an operating expense on a straight-line basis over the lease term unless another systematic basis is

more representative of the time pattern in which economic benefits from the leased assets are consumed.

The lease liability is initially measured at the present value of the lease payments that are not paid at the

commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined,

the Group uses its incremental borrowing rate.

Lease payments included in the measurement of the lease liability comprise:

- Fixed lease payments (including in-substance fixed payments), less any lease incentives receivable;

- Variable lease payments that depend on an index or rate, initially measured using the index or rate at the

commencement date;

- The amount expected to be payable by the lessee under residual value guarantees;

- The exercise price of purchase options, if the lessee is reasonably certain to exercise the options; and

- Payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to

terminate the lease.

The lease liability is presented as a separate line in the consolidated statement of financial position.

The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability

(using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.

The Group remeasures the lease liability (and makes a corresponding adjustment to the related ROU asset)

whenever:

- The lease term has changed or there is a significant event or change in circumstances resulting in a change

in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by

discounting the revised lease payments using a revised discount rate.

- The lease payments change due to changes in an index or rate or a change in expected payment under a

guaranteed residual value, in these cases the lease liability is remeasured by discounting the revised lease

payments using an unchanged discount rate (unless the lease payments change is due to a change in a

floating interest rate, in which case a revised discount rate is used).

- A lease contract is modified and the lease modification is not accounted for as a separate lease, in which

case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised

lease payments using a revised discount rate at the effective date of the modification.

The Group did not make any such adjustments during the periods presented.

The ROU assets comprise the initial measurement of the corresponding lease liability, lease payments made at or

before the commencement date, less any lease incentives received and any initial direct costs. They are subsequently

measured at cost less accumulated depreciation and impairment losses.

ROU assets are depreciated over the shorter period of the lease term and useful life of the underlying asset. The

estimated useful lives of ROU assets are determined on the same basis as similar owned assets within fixed assets. If

a lease transfers ownership of the underlying asset or the cost of the ROU asset reflects that the Group expects to

exercise a purchase option, the related ROU asset is depreciated over the useful life of the underlying asset. The

depreciation starts at the commencement date of the lease.

The ROU assets are presented as a separate line in the consolidated statement of financial position.

The Group applies NZ IAS 36 to determine whether a ROU asset is impaired and accounts for any identified

impairment loss as described in the Impairment policy.

Variable rents that do not depend on an index or rate are not included in the measurement of the lease liability and

the ROU asset. The related payments are recognised as an expense in the period in which the event or condition that

triggers those payments occurs.

ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements

For the year ended 31 March 2026

Page 12


In the event a right is exercised for a purchase option in a lease to acquire the underlying asset from the lessor the

cost of the underlying asset (recognised as an item of property, plant and equipment) is measured at the net carrying

amount of the ROU asset at the time of transfer.

Research costs

All research costs are recognised as an expense when incurred.

Income tax

Income tax on the profit or loss for the year comprises current and deferred tax. Income tax is recognised in the

income statement except to the extent that it relates to items recognised directly in equity, in which case it is

recognised in equity.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantially

enacted at balance date, and any adjustment to tax payable in respect of previous years.


Employee Benefits

Share-based payments

The grant-date fair value of equity-settled share-based payment arrangements granted to employees is generally

recognised as an expense, with a corresponding increase in equity, over the vesting period of the awards.

Short-term and other long-term employee benefits

A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave and sick

leave in the period the related service is rendered at the undiscounted amount of the benefits expected to be paid

in exchange for that service.

Liabilities recognised in respect of short-term employee benefits are measured at the undiscounted amount of the

benefits expected to be paid in exchange for the related service.

Liabilities recognised in respect of other long-term employee benefits are measured at the present value of the

estimated future cash outflows expected to be made by the Group in respect of services provided by employees up

to the reporting date.

Segmental Reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating

decision-makers. The Group has one reportable segment, being forestry genetics. The Group’s geographical

disclosures are based on both the location of customers and primary location of assets (refer to note 24 segmental

information summary).

Goods and Services Tax (GST)

The income statement, statement of comprehensive income and statement of cash flow have been presented

exclusive of GST. All items in the balance sheet are stated net of GST, except for receivables and payables, which

include GST invoiced.

Comparatives

There have been no changes to prior year comparatives.

Future NZ IFRS Pronouncements

Standards or interpretations issued but not yet effective and relevant to the Group have not been incorporate into the

financials statements or notes for FYE2026.

5 FINANCIAL RISKS

This note presents information about the Group's potential exposure to financial risks that the Group has identified;

the Group’s objectives, policies and processes for managing those risks; the estimation of fair values of financial

ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements

For the year ended 31 March 2026

Page 13


instruments; and the Group's management of capital. Quantitative disclosures of some of the key financial risks are

made below.

5.1 Foreign exchange risk

Both ArborGen Holdings and ArborGen Inc are US functional currency entities, operating in three geographies – the

United States, Brazil and New Zealand. Generally, there are limited cash flows between New Zealand and the US,

and the foreign exchange risk is limited to the translation effect on its net earnings and balance sheet from

movements in the USD against the NZD.

5.2 Credit risk

The Group is at risk of customer default on payment for treestocks at the conclusion of a growing season. This risk is

mitigated by dealing with a wide-range of customers in multiple markets and by securing up-front deposits from

selected customers for the treestocks it grows each year. The nature of nursery activity is such that its customers

tend to require yearly repeat business, and historically customer payment defaults have not been material to the

business. However, in the US market (the Group’s largest market), as treestock orders are not considered to be

unconditional until late in the season each year, there remains the risk that orders cancelled prior to collection may

not be able to be sold to other customers during the remaining season.


5.3 Liquidity risk

The Group has four banking facilities (in total $34.5 million (2025: $35.8 million)) with two banks in the United States;

a $6.8 million reducing loan (2025: $7.2 million) which matures in May 2036, a new facility for $2.2 million for the

purchase of Texas Jasper nursery in March 2024 which matures in March 2044, a $20 million revolver (2025: $17

million), which expires in April 2029 and a $8.7 million mortgage expiring in April 2029 (2025: $9.1 million). These

facilities are used to fund the Group’s working capital and capital expenditure needs. If any of these facilities were

not to be renewed then the Group may need to obtain similar facilities from other banks, or an equivalent amount

of funding may need to be provided through a capital raising event.

The $8.7 million dollar facility noted above is secured by a building that is held for sale. This building has a purchase

and sale agreement signed on 27 April 2026, which is now in due diligence phase. Regardless of the outcome, the

building continues to be marketed and is expected to be sold within the coming fiscal year. This will eliminate the

$8.7 million dollar line of credit.

Liquidity risk management requires the maintenance of available cash combined with the availability of funding to

meet the Company’s needs as they develop. Forecasts are prepared of cash requirements to ensure there are

financial resources in place to meet its day-to-day operating and investment needs. In addition, the Group has

performed sensitivity analysis on key assumptions underlying the liquidity forecast to assess the robustness of the

going concern conclusion:

- Delays in the completion of the building sale

- Reduction in forecasted operating cash flows

- Other risks related to cash collections

-

Management has considered these financing arrangements together with the Company’s projected operating cash

flows, planned asset sale, and the sensitivities in cash flow and has determined the Company will have sufficient

resources to meet its obligations through to 31 May 2027.

5.4 Interest rate risk

The Group has facilities that are either fixed or floating depending on their nature and use. Fixed interest rate

facilities include the $6.8 million reducing loan facilities and the $8.7 million mortgage facility fixed rate of 5.75%.

The US revolver facility is a floating rate facility. Both the mortgage and revolver facilities have the interest rate

based on the Secured Overnight Financing Rate (SOFR).

ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements

For the year ended 31 March 2026

Page 14


Interest rate swap contracts

Under interest rate swap contracts, the Group agrees to exchange the difference between fixed and floating rate

interest amounts calculated on agreed notional principal amounts. Such contracts enable the Group to mitigate the

risk of changing interest rates on the fair value of issued fixed rate debt held and the cash flow exposures on the

issued variable rate debt held. The fair value of interest rate swaps at the reporting date is determined by discounting

the future cash flows using the curves at the reporting date and the credit risk inherent in the contract and is

disclosed below. The average interest rate is based on the outstanding balances at the end of the financial year.

The Group adopts a policy of ensuring that between 50% and 80% of its interest rate risk exposure is at a fixed rate.

This is achieved partly by entering into fixed‑rate instruments and partly by borrowing at a floating rate and using

interest rate swaps as hedges of the variability in cash flows attributable to movements in interest rates. The Group

applies a hedge ratio of 1:1.

The Group determines the existence of an economic relationship between the hedging instrument and hedged item

based on the reference interest rates, tenors, repricing dates and maturities and the notional or par amounts. The

Group assesses whether the derivative designated in each hedging relationship is expected to be effective in

offsetting changes in cash flows of the hedged item using the hypothetical derivative method.

5.5 Capital risk

ArborGen Holdings’ capital includes share capital, reserves and retained earnings, and ArborGen Holdings manages

capital in such a manner as to maintain stakeholder confidence and safeguard ArborGen Holdings’ ability to continue

as a going concern, whilst also maximising the return for shareholders and sustaining resources for the future

development of the business. In order to maintain or adjust the capital structure ArborGen Holdings may, pay

dividends or return capital, or issue new shares or sell assets.

ArborGen Holdings Limited and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended ended 31 March 2026

6REPORTING CURRENCY

The Group reports in United States dollars (US$), consequently all financial numbers are in US$ unless otherwise stated.

7OPERATING EXPENSES INCLUDE

Year endedYear ended

March 2026March 2025

Note

US$mUS$m

Depreciation and amortisation included in:

Cost of sales expense

(3.6) (2.8)

Intellectual property amortisation

15(6.3) (6.2)

Administration expense: general and administration

(1.0) (0.9)

Total depreciation and amortisation

(10.9) (9.9)

Cost of inventory expensed in cost of sales

(48.4) (45.0)

Employee and other extraordinary related expenses (excluding restructuring and transaction-related expenses)15.6 (15.0)

Sale of Assets

(1)

0.2 2.2

ERC

(2)

0.8 -

Value added taxation - valuation allowance - 0.2

CEO transition and other1.0 2.4

(1) ArborGen sold its invitro business which resulted in a gain on sale of $2.2 million in FYE2025 .

(2)

In FYE2023, a portion of an ERC credit received was deferred from income recognition until the three year statute of limitations for potential audit had passed.

Thus, a liability was recorded for $843k. This deadline has now passed and the $843k can be recognised as income.

8INCOME TAX EXPENSE

Year endedYear ended

March 2026March 2025

Note

US$mUS$m

Profit (loss) before taxation(3.4) (22.5)

Taxation at 28%

1.0 6.3

Adjusted for:

Permanent differences

(1.8) (6.1)

Timing differences

0.2 0.2

Change in deferred tax liability 12

1.3 1.1

Rate differential

(1.4) (0.5)

Taxation (expense)/benefit(0.7) 1.0

9CASH, LIQUID DEPOSITS AND RESTRICTED CASH

At 31 March the Group held total cash and liquid deposits of $2.2 million (2025: $3.5 million).

10TRADE AND OTHER RECEIVABLES

March 2026March 2025

US$mUS$m

Trade debtors11.0 10.0

Prepayments1.0 2.7

Other receivables- 0.1

Trade and other receivables12.0 12.8

Details of the expected credit loss provision associated with trade debtors have been considered in note 27.

11INVENTORY

March 2026March 2025

US$mUS$m

Finished goods - seedlings6.6 4.1

Work in progress - seedlings

(1)

3.4 2.3

Finished goods - seed25.0 22.6

Work in progress - seed

(2)

7.1 9.4

Inventory42.1 38.4

(1)Work in progress - seedlings, is principally preparation costs for seedling crops.

(2)Work in progress - seed, is principally costs associated with seed production activities and harvesting seed to be sown as a future crop.

Page 15

ArborGen Holdings Limited and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended ended 31 March 2026

12DEFERRED TAXATION

BalanceMovement inBalance

1 April 2024 period 31 March 2025

Note

US$mUS$mUS$m

Deferred taxation asset

Net operating losses

8

10.8 (0.4) 10.4

Deferred taxation asset as at 31 March 202510.8 (0.4) 10.4

Deferred taxation liability

Intellectual property

8

(7.0) 2.8 (4.2)

Deferred taxation liability as at 31 March 2025(7.0) 2.8 (4.2)

BalanceMovement inBalance

1 April 2025 period 31 March 2026

Note

US$mUS$mUS$m

Deferred taxation asset

Net operating losses

(1)

8

10.4 (3.2) 7.2

Deferred taxation asset as at 31 March 202610.4 (3.2) 7.2

Deferred taxation liability

Intellectual property

8

(4.2) 1.3 (2.9)

Deferred taxation liability as at 31 March 2026(4.2) 1.3 (2.9)

ArborGen measures its deferred tax liability for the temporary difference arising on intellectual property to reflect the tax consequences that

would follow from the manner that the Group expects to recover the carrying amount of the intellectual property. This is based on an assumption

that there may be a sale prior to the end of its useful life.

(1)

The movement in period of ($3.2) million includes impacts from prior periods of ($1.0) million as a result of a proactive review which identified

potential structural risks from historical periods covering the tax years of 2022-2024.

13FIXED ASSETS

March 2026March 2025

US$mUS$m

Cost

Land12.8 12.9

Buildings15.9 9.8

Plant and equipment8.4 11.3

Total cost37.1 34.0

Accumulated depreciation

Buildings(4.5) (3.7)

Plant and equipment(3.0) (2.7)

Total accumulated depreciation(7.5) (6.4)

Net book value

Land12.8 12.9

Buildings11.4 6.1

Plant and equipment5.4 8.6

Fixed assets net book value29.6 27.6

Domicile of fixed assets

United States24.2 23.7

Brazil5.4 3.9

Fixed assets net book value29.6 27.6

Fixed assets net book valueLandBuildings Plant and

equipment

Total

US$mUS$mUS$mUS$m

31 March 2025

Opening net book value12.9 18.8 4.9 36.6

Exchange differences(0.2) (0.2)

Additions0.6 1.6 5.5 7.7

Transfer of assets held for sale to current assets

(2)

(0.6) (13.0) - (13.6)

Disposal of assets- (0.1) (0.4) (0.5)

Depreciation charge- (1.2) (1.2) (2.4)

Fixed assets net book value as at 31 March 202512.9 6.1 8.6 27.6

31 March 2026

Opening net book value12.9 6.1 8.6 27.6

Exchange differences0.1 0.2 0.1 0.4

Additions- 4.1 (0.7) 3.4

Transfer of assets held for sale to current assets

(1)

- 4.1 (1.5) 2.6

Disposal of assets

(2)

(0.2) (0.1) - (0.3)

Impairment

(3)

- (1.7) - (1.7)

Depreciation charge- (1.3) (1.1) (2.4)

Fixed assets net book value as at 31 March 202612.8 11.4 5.4 29.6

(1)ArborGen's US headquarters building is currently for sale (refer to note 29).

(2)

ArborGen sold 145 acres for $475,000 of property in Texas. Net proceeds are shown impacting Land.

(3)

ArborGen's US headquarters building has a Purchase and Sale Agreement which is currently under the due diligence period. The selling price is lower than

the NBV of the building. In accordance with IFRS 5.15, upon classification as held for sale the Property is required to be measured

at the lower of its carrying amount and fair value of costs to sell. The purchase price was measured by the selling price

plus the NPV of a future payment. Afte this review, an impairment of $1.7M was prudent.

Page 16

ArborGen Holdings Limited and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended ended 31 March 2026

14 RIGHT-OF-USE ASSETS

Right-of-use assets net book valueLand and

buildings

Plant and

equipment

Total

US$mUS$mUS$m

31 March 2025

Opening net book value5.1 2.0 7.1

Additions2.0 1.6 3.6

Disposals(0.2) - (0.2)

Depreciation charge(0.9) (0.9) (1.8)

Right-of-use assets net book value as at 31 March 20256.0 2.7 8.7

31 March 2026

Opening net book value6.0 2.7 8.7

Additions

(1)

5.5 2.2 7.7

Disposals- - -

Depreciation charge(1.2) (1.1) (2.3)

Right-of-use assets net book value as at 31 March 202610.3 3.8 14.1

(1)During the FYE2026 year, an amendment to a lease agreemnt was completed for 17.91 hectars in Martinho Campos. The lease agreement

retroactively restated the lease calculations to 1 April 2025 under this amendment. Thus, the entire fiscal year was impacted by this agreement.

The new amendment calls for monthly cash indexed annually at 50% of the INPC and annual seedling payments of 2MM of "GG" clone,

payable over the year withing a specific 10 month planting season. There is a valuation established for the seedling and is subject to annual

market rate adjustments as defined in the amendment. The lease commences on 1 April 2025 and ends on 31 March 2025.

An incremental borrowing rate from the May 2025 report for a 10-year least of 7.5% was utilized plus another 4% for Brazil. Total of 11.5%.

15INTELLECTUAL PROPERTY

March 2026March 2025

Note

US$mUS$m

Opening balance60.2 88.9

Impairment

16

- (21.8)

Disposal of Asset

(1)

- (0.8)

Amortisation during period

7

(6.1) (6.1)

Intellectual property54.1 60.2

Total cost104.3 104.3

Accumulated amortisation(50.2) (44.1)

Intellectual property54.1 60.2

(1)Related to the amortisation of the IP associated with the invitro business which was sold in FYE2024.

16ARBORGEN INVESTMENT AND IMPAIRMENT

We regularly review the carrying value of ArborGen as a single cash generating unit to determine whether there has been a subsequent change in

circumstances or conditions that requires an impairment to be taken through earnings. Our impairment review is undertaken on a ‘Value-in-use’

(VIU) basis, which is the estimated value that would be derived from our continued ownership and operation of the ArborGen business. For the year

ending 31 March 2026, (in line with the March 2025 approach) the 10-year model was updated to reflect;

- Forest Economic Adviser’s (FEA) latest demand for saw timber in the US South

- Revised MCP sales

- inflationary impact on production costs

- consistent Brazil performance

As of 31 March 2026, net assets were $106 million with a market capitalisation of $49.7 million. Given the gap between the market capitalisation

and the net assets, ArbroGen is required to complete an impairment test for the Group. Consistent with the approach taken in the prior year, our impairment

analysis utilised a 10-year plus terminal DCF valuation model. This analysis showed an impairment is not required.

ArborGen can be impacted by climate risk and has a number of risk mitigation strategies in place, the costs of the mitigation strategies are captured

in the model in annual capital expenditure and in the cost of production. Risks are also captured in the cost of equity calculation which impacts valuation.

Our DCF impairment model values only the projected cash flows from the existing core markets (i.e. United States and Brazil). Separate demand projections

are determined for each geography and end-use market. The total addressable seedling market for each geography is then estimated, as it seedling type,

production technology employed, production costs and sales price.

The assumptions that have been utilised to derive the cash flows, are -

- Minimal organic growth in ArborGen’s US loblolly market share

- Flat to lower growth with some declines in the overall and addressable US loblolly market consistent with projections from FEA

- Minimal ‘real’ price increases in individual US seedling products given the slower projected recovery in US sawn timber prices

- Increasing inflationary only (3%) OP and MCP weighted average prices

- Medium growth in the overall Brazilian eucalyptus forestry markets from current levels

- That in the terminal year ArborGen's total advanced genetics seedling sales in the US represent 49% MCP adoption rate of its US Loblolly Pine

- Continued expansion of ArborGen’s eucalyptus offering leveraging licensed eucalyptus clones, and ArborGen's own advanced products

- ArborGen’s advanced genetics sales as a percentage of its total eucalyptus in Brazil approaching 70% in the terminal year

These cash flows are discounted at a cost of capital that reflects the underlying risk inherent in the cash flow assumptions. The discount rate was calculated

using the following:

- Capital Asset Price Model (CAPM) and the cost of debt based on the risk-free rate plus the option adjusted spread for BBB rated bonds

- Cost of debt based on the risk-free rate

- Nominal post-tax discount rate of 14.3%

- Cost of equity with the average beta of guideline public companies from the timberland and ag/biotech sectors - 1.13

- Small company size premium of 5.5%

- Country Risk Premium for Brazil

The derived cost of equity for the US was 15.7% and 18.7% for Brazil, and the derived cost of debt was 4.5%.

A terminal growth rate of 3% was assumed (i.e. 0% terminal growth).

Page 17

ArborGen Holdings Limited and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended ended 31 March 2026

16ARBORGEN INVESTMENT AND IMPAIRMENT continued

As a means of assessing the sensitivity of the model to changes in assumptions, the MCP adoption rate was analyzed along with some other factors.

The following sensitivities were reviewed which are key assumptions in the model outcome:

- MCP adoption rate capped as FYE2027 of 46%

- Discount rate changes

- Terminal rate changes

Sensitivity Chart

Goodwill

Impairment Variance to Base

Terminal year sensitivities enterprise value (increase/decrease) US$ millions

Base caseMCP terminal year adoption rate49%28.1$

MCP terminal year adoption rate46%-3%21.9$ 25.8$

WACC increased by .05%14.7%0.5%21.1$ 25.0$

WACC increased by 1.0%15.2%1.0%14.8$ 18.7$

Terminal growth rate2.0%-1%13.5$ 17.4$

Terminal growth rate1.0%-2%16.8$ 20.7$

The Ridgeville building is being held for sale. This building is being sold at less than current NBV carrying loss. As such, there is an impairment of the building

of $1.7 million which will bring the value down to the lower of cost or market.

Building

Gross asset value16.4$

Accumulated depreciation(3.9)$

Net book value12.5$

Current selling price

10.8$

Impairment 1.7$

17TRADE, OTHER PAYABLES AND PROVISIONS

March 2026March 2025

US$mUS$m

Trade creditors(6.1) (8.1)

Accrued employee benefits

(1)

(1.3) (1.9)

Other payables (0.9) (1.3)

Royalties(0.9) (0.7)

Seedling mortality(0.1) (0.1)

Seedling deposits from customers

(2)

(0.6) (0.8)

Trade, other payables and provisions(9.9) (12.9)

(1)

Includes accrued expense of $0.3 million for FYE2025 being the cash component of the CEO's LTI plan. Refer notes 20 and 25.

(2)

The deposits from customers will be recognised as revenue within 12 months as the seedlings are transferred to the customer.

Enterprise Value

Page 18

ArborGen Holdings Limited and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended ended 31 March 2026

18TERM AND CURRENT DEBT

March 2026March 2025

Summary of repayment terms

US$mUS$m

Due for repayment:

less than one year (1.6) (1.8)

between one and two years(1.3) (13.9)

between two and three years(0.9) (1.0)

between three and four years(17.2) (0.7)

between four and five years(0.7) (0.7)

after five years(6.2) (6.3)

Total term and current debt(27.9) (24.4)

Summary of interest rates by repayment periodMarch 2026March 2025

%%

Due for repayment:

less than one year6.05% 5.49%

between one and two years5.90% 4.95%

between two and three years5.83% 5.82%

between three and four years5.85% 5.87%

between four and five years5.96% 5.93%

after five years5.32% 5.99%

Current debt - weighted average interest rate

6.05% 5.49%

Term debt - weighted average interest rate

5.75% 4.90%

The weighted average interest rates reflect the effective interest rate, inclusive of fee amortisations.

At 31 March 2026 the Group had debt facilities with the following banks:

- Synovus Financial Corporation (Synovus) and AgSouth Farm Credit

The table below shows key metrics with each loan:

Bank AgSouth 1 AgSouth 2 Synovus

Synovus

Line of Credit

Facility6.82.28.520.0

Interest 4.95%8.20%5.75% SOFR + 2.25%

Expiration1-May-361-May-441-Apr-291-Apr-29

Annual Debt

Repayment$0.600$0.260NANA

At 31 March 2026 the Group held cash and liquid deposits of $2.2 million (2025: $3.5 million) and had debt of $27.3 million

and lease liabitlies of $13.7 million (2025: $24.4 million of debt and $8.2 million of lease obligations).

All covenants were met for the year ended 31 March 2026.

19 CAPITAL

March 2026 March 2025

Share Capital

US$mUS$m

Share capital at the beginning of the period203.2 203.4

Redeem Shares

(2)

- (0.5)

Vesting of shares - share plans

(1)

0.4 0.3

Share capital203.6 203.2

Number of shares

March 2026March 2025

Opening shares on issue520,848,638 526,957,789

Issue/Redeem Shares

(1)

(2,559,381) (200,622)

Issue/Redeem Shares

(2)

- (5,908,529)

Issue of shares

(3)

4,429,043 -

Number of shares on issue522,718,300 520,848,638

Treasury stock

March 2026March 2025

Opening shares on issue17,076,853 20,251,477

Issue of shares

(1)

(2,522,071) (3,174,624)

Vesting of shares- -

Number of shares on issue14,554,782 17,076,853

Earnings per Share (Basic and Dilutive)

March 2026 March 2025

Weighted average dilutive shares

(4)

506,043,731 507,929,229

Weighted average basic shares

506,043,731 507,929,229

EPS Basic

($0.0148)($0.0423)

EPS Dilutive

($0.0148)($0.0423)

(1)

Pursuant to Justin Birch's employment agreement an equity grant of restricted ordinary shares (Restricted Shares) equal to

4% of ordinary shares in ArborGen Holdings was made. The peformance based shares vest at 50% on 1 June 2024 and 1 June 2025,

subject to satisfaction of applicable performance critieria as determined by the compensation committee and related to terms of service.

(2)In accordance with the resolution passed at ArborGen Holdings Board of Directors’ meeting held on 26 August 2024, a share buyback programme

was approved for a US dollar total of $500,000 commencing in 2024 September. In total, 5,908,529 shares were purchased to fullfill this programme.

(3)In accordance with the resolution passed at ArborGen Holdings Board of Directors’ meeting held on 20 November 2025, a management

LTI was approved and stock issues accordingly as outlined with the resolution. 6,742,052 shares were issued for management LTI

while 7,812,730 shares were issued for the CEO LTI. 10,125,739 shares were cancelled.

All restricted shares have been issued to the "Restricted Shares Trust" and are treated as treasury stock until earned and vested.

(4)The shares which held in treasury under the LTI are entirely performance based upon a three year time period and as such, as noted under IAS 33,

the shares are not included in the diluted share calculation since to date, no shares have been earned under the performance criteria.

Page 19

ArborGen Holdings Limited and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended ended 31 March 2026

20RESERVES

March 2026March 2025

Retained earnings

US$mUS$m

Opening balance(77.2) (55.7)

Net loss after tax(7.5) (21.5)

Closing balance(84.7) (77.2)

Cash flow hedge reserve

(1)

Opening balance0.3 0.6

Fair value gains / (losses) for the year(0.2) (0.3)

Closing balance0.1 0.3

Share-based payments reserve

Opening balance0.4 0.8

Executive share plan - shares vested

(2)

(0.4) (0.3)

Executive share plan

(3)

- (0.1)

Closing balance- 0.4

Currency translation reserve

Opening balance(2.1) (0.4)

Translation of independent foreign operations1.9 (1.7)

Closing balance(0.2) (2.1)

Total reserves(84.8) (78.6)

(1)

The cash flow hedging reserve records the net movement of cash flow hedging instruments, being interest rate swaps. Refer to Note 4, 5, 18 and 27.

(2)

Justin Birch's employment agreement laid out the following:

20,251,477 restricted shares : 50% time-based shares and 50% performance-based shares (refer to Note 10)

Year

AwardShare %

FYE2024425,000$ 27%

FYE2025167,162$ 27%

(3)

Pursuant to Justin Birch's employment agreement, the movement in the share based payment reserve represents an expense

accrual that will be subsequently settled by the issuance of shares (see item 2 above).

21CAPITAL EXPENDITURE COMMITMENTS

The are no capital expenditure commitments in the current period (2025: $0).

22LEASE OBLIGATIONS

The expected future minimum rental payments required under leases (including capitalised finance leases) that have initial or remaining non-cancellable lease

terms in excess of one year at 31 March 2026 are as follows:

March 2026 March 2025

Note

US$mUS$m

Lease obligations are reconciled as follows:

Current lease obligations27(2.3) (1.7)

Future interest payments27(11.4) (6.5)

Total lease obligations(13.7) (8.2)

Financing expense includes interest payments relating to lease obligations of $1.3 million (2025: $0.5 million).

The lease obligations relate predominately to the lease of nursery facilities and in total are $5.3 million for the US and $8.4 million for Brazil.

23 REMUNERATION

Key management compensation

Year endedYear ended

March 2026March 2025

Note

US$mUS$m

Salaries and other short-term employee benefits2.2 2.0

Share-based payments 190.6 -

Other payments- 0.8

2.8 2.8

Page 20

ArborGen Holdings Limited and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended ended 31 March 2026

24SEGMENTAL INFORMATION SUMMARY

The Group has one reportable segment and the analysis is as follows:

Year endedYear ended

Forestry geneticsMarch 2026March 2025

US$mUS$m

Total revenue68.2 63.2

Operating revenue68.2 63.2

Impairment(1.7) (21.8)

Financing expense(3.4) (2.0)

Tax (expense) / benefit(4.1) 1.0

Net earnings (loss)(7.5) (21.5)

Total assets174.4 175.5

Liabilities(55.6) (50.9)

Capital expenditure(4.1) (7.7)

Depreciation and amortisation(10.9) (9.9)

Year endedYear ended

March 2026March 2025

The Group's geographical analysis is as follows:

US$mUS$m

South America

Operating revenue30.2 25.7

Non-current assets16.3 9.4

North America

Operating revenue38.0 37.5

Non-current assets90.8 97.8

Total Group

Operating revenue

(1)

68.2 63.2

Non-current assets107.1 107.2

(1)

The Group's revenue represents sales of seedlings of $68.2 million (2025: $63.2 million).

25RELATED PARTY TRANSACTIONS AND BALANCES

March 2026March 2025

Note

US$mUS$m

Income Statement

Directors remuneration (excluding Non-executive Directors' Share Plan)7

(0.2) (0.1)

Former CEO severance

(3)

- (0.1)

Balance Sheet

Incoming CEO LTI and STI plans

(2)

17 & 20

- 0.6

(1)

Pursuant to Justin Birch's employment agreement performance based shares will vest 50% on 1 June 2024 and the other 50% on 1 June 2025, subject

subject to satisfaction of applicable performance criteria determined by the compensation committee and completion of continuous service.

(2)

Pursuant to the 2021 LTI plan an expense of $0.6 million has been accrued and the liability was settled by the issuance of shares and cash.

(3)

Upon cessation of employment Andrew Baum was issued shares and cash payments related to separation agreement.

26PRINCIPAL OPERATIONS

ArborGen Holdings Limited (a New Zealand incorporated limited liability company) is the holding company of the ArborGen Group.

The principal subsidiaries, as at 31 March 2026, were:

Country of Interest %Interest %BalancePrincipal

DomicileMarch 2026March 2025DateActivity

Principal subsidiaries

Rubicon Forests Holdings LimitedNZ10010031 MarchHolding company

Rubicon Industries USA LLCUSA10010031 MarchHolds ArborGen Inc investment

ArborGen Inc

(1)

ArborGen Inc subsidiariesUSA10010031 MarchForestry genetics

ArborGen Comercie de Produtos FlorestalBrazil 10010031 March Forestry genetics

Importacao e Exportacao LTDA

ArborGen Technologia Florestal LTDA Brazil10010031 MarchHolding company

ArborGen New Zealand Holding LLCUSA10010031 MarchHolding company

(1)

ArborGen Holdings owns 100% of ArborGen Inc’s issued share capital and has a 100% economic interest, following the repurchase of all

outstanding warrants in May 2023.

Page 21

ArborGen Holdings Limited and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended ended 31 March 2026

27FINANCIAL INSTRUMENTS

(a) Market risk

(i)

Exposure to currency risk

The functional currency of the Group is the US$ and the risk to the Group's equity and earnings are from assets, liabilities, revenues and costs in currencies

denominated in currencies other than US$. The Group's exposure to foreign currency risks on financial instruments is shown in the following:

in US$ millionMarch 2026March 2025

US$Non US$US$Non US$

Cash, liquid deposits and restricted cash

0.1 2.1 (0.1) 3.6

Trade debtors and other receivables

6.1 4.2 6.6 3.5

Trade creditors and other payables

(6.9) (3.1) (10.7) (2.2)

Current debt

(1.2) (0.7) (1.2) (0.6)

Non-current debt

(25.1) (0.4) (21.6) (1.0)

Lease obligation

(7.1) (6.7) (4.4) (3.8)

Gross balance sheet exposure

(4.6) (0.5)

(i)

The following exchange rates applied during the year:

Average rate

(1)

March 2026March 2025March 2026March 2025

NZ$:US$0.58740.59380.58440.5730

US$:R$0.18380.17870.19080.1737

(1)These are merely arithmetical averages not hedged rates.

Foreign exchange contracts

The Group had no foreign exchange contracts outstanding (2025: nil).

Sensitivity Analysis - gross balance sheet exposure

Given the small size of the gross balance sheet exposure shown above, any movement in the NZ$ and R$ against the US$ is unlikely to be material.

(ii) Exposure to interest rate risk

The Group has $27.3 million of debt at 31 March 2026 (2025: $24.0 million), drawn at a mix of fixed and floating rates.

The weighted average interest rate of borrowings and interest rate hedges are shown in note 18 term and current debt.

(b)

Credit Risk

(i)

Exposure to credit risk

The carrying amount of financial assets represents the maximum credit exposure, which at 31 March 2026 was $12.5 million of trade and other receivables,

and cash and liquid deposits (2024: $13.6 million).

US cash and liquid deposits are only held with banks that are part of the Group's banking consortiums. In the event of default, cash balances may be

set off against obligations owing by the Group to its lenders. Moody's credit ratings of the primary counterparties for cash and liquid deposits are all rated as

investment grade. The status of trade debtors, is as follows:

March 2026March 2025

US$mUS$m

Neither past due or impaired

8.1 7.3

Past due but not impaired -

1 month 1.4 0.6

2 month 0.9 2.6

10.4 10.5

Less provision for expected credit loss

(0.2) (0.5)

Net trade debtors

10.2 10.0

ArborGen Inc has a strong history of trade debtor collections and there is no reason to believe that the debtors will not be collected.

(c)Liquidity risk

The following are contractual maturities of financial liabilities and net settled derivatives. The amounts disclosed are the contractual undiscounted cash flows.

Carrying

valueTotal cash flows0-6 months6-12 months1-2 years2-5 yearsOver 5 years

Financial liabilitiesUS$mUS$mUS$mUS$mUS$mUS$mUS$m

31 March 2025

Non derivative financial liabilities

Trade and other payables

(8.2) (8.2) (8.2) - - - -

Debt

(24.4) (29.5) (5.7) (0.9) (10.5) (3.8) (8.7)

Lease obligation

(8.2) (10.2) (1.1) (1.1) (2.1) (3.8) (2.1)

Financial liabilities as at 31 March 2025

(40.8) (47.9) (15.0) (2.0) (12.6) (7.6) (10.8)

31 March 2026

Non derivative financial liabilities

Trade and other payables

(6.1) (6.1) (6.1) - - - -

Debt

(27.3) (34.8) (6.6) (3.7) (13.4) (3.5) (7.6)

Lease obligation

(13.7) (12.4) (1.3) (1.3) (2.3) (5.1) (2.4)

Financial liabilities as at 31 March 2026

(47.1) (53.3) (14.0) (5.0) (15.7) (8.6) (10.0)

28CONTINGENT LIABILITIES

Nothing to disclose

29 Subsequent Events

The ArborGen Inc. Ridgeville head office facility (the Property) which is legally owned by ArborGen

Holdings' subsidiary Rubicon LLC was listed for sale in 2024, currently has a signed purchase

agreement on the property, though closing is still contingent on upon due diligence.

Spot rate

Page 22

Grant Thornton New Zealand Audit Limited
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T +64 (0)9 308 2570

www.grantthornton.co.nz




Grant Thornton New Zealand Audit Limited is a related entity of Grant Thornton New Zealand Limited. ‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide

services to their clients and/or refers to one or more member firms as the context requires. Grant Thornton New Zealand Limited is a member firm of Grant Thornton International Ltd (GTIL). GTIL and

the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and

its member firms are not agents of and do not obligate one another and are not liable for one another’s acts or omissions. In the New Zealand context only, the use of the term ‘Grant Thornton’ may refer

to Grant Thornton New Zealand Limited and its New Zealand related entities.











To the Shareholders of ArborGen Holdings Limited

Report on the Audit of the Consolidated Financial Statements


Opinion

We have audited the consolidated financial statements of ArborGen Holdings Limited on pages 1 to 22 which comprise the

consolidated balance sheet as at 31 March 2026, and the consolidated income statement, consolidated statement of

comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year

then ended, and notes to the consolidated financial statements, including material accounting policy information.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated

financial position of ArborGen Holdings Limited as at 31 March 2026 and of its consolidated financial performance and cash

flows for the year then ended in accordance with New Zealand Equivalents to International Financial Reporting Standards (NZ

IFRS) issued by the New Zealand Accounting Standards Board and IFRS Accounting Standards issued by the International

Accounting Standards Board.


Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)) issued by the New

Zealand Auditing and Assurance Standards Board. Our responsibilities under those standards are further described in the

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of

the Group in accordance with Professional and Ethical Standard 1 International Code of Ethics for Assurance Practitioners

(including International Independence Standards) (New Zealand) issued by the New Zealand Auditing and Assurance

Standards Board and the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional

Accountants (including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical

responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have

obtained is sufficient and appropriate to provide a basis for our opinion.

Other than in our capacity as auditor we have no relationship with, or interests in, the Group.


Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the

consolidated financial statements of the current period. These matters were addressed in the context of our audit of the

consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on

these matters.

Independent Auditor’s Report


Why the audit matter is significant How our audit addressed the key audit matter

ArborGen Cash Generating Unit – impairment

assessment

As set out in notes 15 and 16 of the consolidated

financial statements, the Group has US$54.1m of

intellectual property recorded on its consolidated balance

sheet.

In addition to the above, the carrying amount of the

Group’s net assets as at 31 March 2026 was higher than

the market capitalisation of the Group. There is an

indicator of impairment identified as at 31 March 2026.

The impairment assessment, as disclosed in note 16 is

considered to be a key audit matter as a result of the

significance of the intellectual property asset to the

Group, and the level of judgement required when

determining the value in use of ArborGen.

To determine whether the carrying value of it’s CGU is

reasonable, management performed an impairment

assessment on a value-in-use (VIU) basis.


Impairment tests prepared by management were based

on discounted cashflow models using Board approved

budgets for the year ending 31 March 2027 and

combined with forecasted cashflow for subsequent years.


The key assumptions in assessing the CGUs carrying

value were as follows:

- Annual growth rate, in particular MCP and Price

growth;

- The terminal value growth rate; and

- The pre-tax discount rate


We have:

• assessed whether the methodology adopted was

consistent with accepted valuation approaches of NZ IAS

36 Impairment of Assets;

• Evaluated the Group’s determination of CGUs and

whether they were appropriate. This included reviewing

internal management reporting to assess the level at

which the Group monitors performance, comparing

CGU’s to our knowledge of the Group’s operations and

reporting systems, and reconciling assets allocated to

CGUs to accounting records;

• Obtained management’s impairment assessments and

tested the completeness and mathematical accuracy of

the VIU calculations;

• Challenged key assumptions to assess the models’

compliance with NZ IAS 36, including but not limited to

discount rates and terminal growth rates used;

• Compared the forecasted cash flows used for FY26 to

the Board approved forecast;

• Tested the key data inputs and assumptions such as

average selling prices linked to the projected uptake of

the MCP products;

• Assessed historical accuracy of previous forecasts to

actual results achieved;

• Performed sensitivity analysis on key assumptions to

assess the impact on the carrying value of the CGU;

• Ensured the disclosures in the consolidated financial

statements properly reflect the judgements and estimates

made by management.


Information Other than the Consolidated Financial Statements and Auditor’s Report thereon

The Directors are responsible for the other information. The other information comprises the information included in the Annual

Report but does not include the consolidated financial statements and our auditor’s report thereon. The Annual Report is

expected to be made available to us after the date of this auditor’s report.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of

audit opinion or assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information

identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent

with the consolidated financial statements, or our knowledge obtained in the audit or otherwise appears to be materially

misstated.

When we read the annual report, if we conclude that there is a material misstatement therein, we are required to communicate

the matter to those charged with governance.



Directors’ responsibilities for the Consolidated Financial Statements

The Directors are responsible on behalf of the Group for the preparation and fair presentation of the consolidated financial

statements in accordance with New Zealand equivalents to International Financial Reporting Standards issued by the New

Zealand Accounting Standards Board and International Financial Reporting Standards, and for such internal control as the

Directors determine is necessary to enable the preparation of consolidated financial statements that are free from material

misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Directors are responsible on behalf of the Group for assessing the

Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going

concern basis of accounting unless the Directors either intend to liquidate the Group or to cease operations, or have no

realistic alternative but to do so.


Auditor’s responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the conosolidated financial statements as a whole are free

from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs

(NZ) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered

material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users

taken on the basis of these consolidated financial statements.

A further description of the auditor’s responsibilities for the audit of the consolidated financial statements is located on the

External Reporting Board’s website at: https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-1/


Restriction on use of our report

This report is made solely to the Company’s shareholders, as a body. Our audit work has been undertaken so that we might

state to the Company’s shareholders, as a body those matters which we are required to state to them in an auditor’s report

and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other

than the Company and its shareholders, as a body, for our audit work, for this report or for the opinion we have formed.


Grant Thornton New Zealand Audit Limited




Yasin Mohammed

Partner

Auckland

29 May 2026

---

Results announcement

Please do not amend or delete individual rows. As this template relates to prescribed content, changes to content should only be

made where it is clearly indicated that this is permitted, otherwise, if an Issuer considers a particular element does not apply, mark

the row as N/A, Any other changes to this prescribed form must first be approved by NZX as required under NZX Listing Rule 3.26.1.


Results for announcement to the market

Name of issuer ArborGen Holdings Limited

Reporting Period 12 months to 31 March 2026

Previous Reporting Period 12 months to 31 March 2025

Currency US Dollars

Amount (millions) Percentage change

Revenue from continuing

operations

US$68.2 8 %

Total Revenue US$68.2 8 %

Net profit/(loss) from

continuing operations

US$(7.5) 65 %

Total net profit/(loss) US$(7.5) 65 %

Interim/Final Dividend

Amount per Quoted Equity

Security

No dividend is proposed for the period

Imputed amount per Quoted

Equity Security

Not Applicable

Record Date Not Applicable

Dividend Payment Date Not Applicable

Current period Prior comparable period

Net tangible assets per

Quoted Equity Security (in

dollars and cents per

security)

US 13 CPS US 13 CPS

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

Please refer to accompanying releases

Authority for this announcement

Name of person


authorised

to make this announcement

Christina Green

Contact person for this

announcement

Jackie Ellis

Contact phone number 09 356 9800

Contact email address info@arborgenholdings.com

Date of release through MAP


29 May 2026


Audited financial statements accompany this announcement.

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