ArborGen Holdings Limited – Annual Report FY 2026
Annual Report 2026
Welcome
Welcome to ArborGen Holdings Limited 2026 Annual Report.
Every day, our people come together with a shared purpose: to realise our vision of
becoming the world’s leading provider of high-quality, value-added forestry seedlings.
Through our expertise and innovation, we are helping to grow resilient and productive
forests that deliver lasting value for landowners, support the environment and benefit
future generations.
This report outlines the progress we have made toward our vision, alongside our
financial and operational performance for the financial year ended 31 March 2026.
All references to dollars are in USD, unless otherwise stated. The report has been
approved by the Board.
Dave Knott
Chairman
Contents
Financials
Adjusted US GAAP
Reconciliation
24
Consolidated Financial
Statements
25
Notes to the Consolidated
Financial Statements30
Independent Auditor’s
Report58
Our Strategy 14
Unlocking Value
for Our Customers
15
Innovation and
Industry Leadership
17
Smarter Seedlings,
Clearer Choices
18
Climate Resilience19
Celebrating Our People20
Our Leadership Team
and Board
22
There are statements in this Report that are ‘forward looking statements.’ As these forward-looking statements are predictive in nature, they are
subject to a number of risks and uncertainties relating to the Group, many of which are beyond our control. In particular, ArborGen’s operations
and results are signifi cantly infl uenced by the general level of economic activity in the various sectors of the economies in which it competes,
particularly in the United States and Brazil. Fluctuations in industrial output and the impact that has on global demand for wood fi bre and hence
harvest and reforestation levels, government environmental and regional development policies, capital availability, relative exchange rates, interest
rates, the profi tability of our customers, can each have a substantial impact on our operations and fi nancial condition. ArborGen-specifi c risks
and uncertainties include (in addition to those broad economic factors noted above) the global markets and geographies in which it operates,
intellectual property protection, regulatory approvals, the rate of customer adoption of advanced seedling products, the success of its research
and development activities, weather conditions, cone and seed inventory, biological matters, and the fact that ArborGen’s annual crops and seed
orchards are not the subject of insurance cover. As a result of the foregoing; actual results, conditions and conclusions may differ materially from
those expressed or implied by such statements. All references to currencies in this document are in US dollars (US$) unless otherwise stated.
2026 Overview
FY26 Performance 2
Chairman’s Report6
Business
Fundamentals
Governance
and Disclosures
Corporate Governance62
Remuneration Report 75
Statutory Information79
Directory83
1
Net Loss After Tax
(1)
$
(7.5)m
FY25: $(21.5)m
Seedling Unit Sales
323.9m
FY25: 327.8m
Revenue
$
68.2m
FY25: $63.2m
(1)(1)
FY25 included non-cash $21.8m impairment of intangible assets.
(2)(2)
Excluding capitalised leases.
(3)(3)
Adjusted US GAAP EBITDA is a non-GAAP fi nancial measure and excludes one-off and unusual items.
In FY26, one-off and unusual items were $1.0m. Refer to page 24 for more information.
Adjusted US GAAP EBITDA
(3)
(US $m)
FY22
10.1
FY23
9.2
FY24
12.8
FY25
8.8
FY26
11.5
Sales (US $m)
FY22
47.6
FY23
56.1
FY24
67.7
FY25
63.2
FY26
68.2
Brazil
US
Seedling Sales Volumes (m)
FY22
362.0
FY23
367.2
FY24
369.5
FY25
327.8
FY26
323.9
Brazil seedlings
US seedlings
FY26 Performance at a Glance
For the year ended 31 March 2026. Percentage comparisons to prior year.
2ArborGen Holdings Limited and Subsidiaries Annual Report 2026
Net Debt
(2)
$
25.2m
FY25: $20.9m
Capital Expenditure
$
4.1m
FY25: $7.7m
=heiiFheÈj
$
19.8m
FY25: $18.2m
10x
Operational Footprint
seed
producing
orchards
16x
seedling
nurseries
^[WZe\ÈY[_d
South Carolina
Our Customers
2,000+
customers serviced
per year
Our People
820+
team members
3
FY26 Commercial Highlights
Operational Strength
• Investment into inventory build in the US, IT network upgrades and new ERP system
• Cost management and efficiency initiatives to support profitability
• Increasing collaboration between US and Brazil teams
• Leaner, faster operation now in place, that can scale as advanced genetics demand grows,
without proportionally growing the cost base
• Continuing to build resilience to severe weather events and climate change
United States: Expand Higher Value Product Mix and MCP
® (1)
Adoption
• Structural downturn in the timber industry putting pressure on demand and sales
• Aligning the business to new industry baseline, with cost and efficiency measures in place
• Focus on production and sales of higher margin products – MCP advanced genetics and
containerised seedlings
• Rebrand and launch of simplified pine product categories and AG scoring system, helping customers
more clearly understand the genetic attributes that drive performance
• Benefits of advanced genetics products being recognised by customers and reinforced in market data
• Positioned as seedling supplier of choice for the carbon market
Brazil: Opportunistic and Measured Expansion
• Positive momentum with strong demand for both pine and eucalyptus, delivering record sales
volume and revenue
• Majority of Erval Grande nursery has been converted to pine, to leverage favourable growing
conditions and rising demand
• Continuing to shift sales from licensed products to proprietary ArborGen genetic seedlings,
which deliver higher value and long-term revenue stability
• Value of higher value genetics being recognised by customers - 25% year-on-year increase
in demand for protected clones
• Focus on operational excellence delivering improvements in both cost control and yield
(1)(1)
MCP
®
- Mass Control Pollinated seedlings.
4ArborGen Holdings Limited and Subsidiaries Annual Report 2026
Financial Performance
For the year ended 31 March 2026. Percentage comparisons to prior year.
Group revenue for FY26 increased 8% year-on-year
(YOY) to $68.2m and was the highest revenue result in
the past fi ve years. Primary drivers were strong growth
momentum in Brazil and higher average selling prices in
both markets offsetting lower volumes. Gross margin
dollars increased 7% YOY with gross margin percentage
remaining steady at 32.4%.
In Brazil, 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.
In the US, 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.
Deliberate cost measures are being taken to align
the US business with market conditions, while
preserving the capacity to serve customers and grow
as the market recovers. This has included workforce
restructuring, consolidation of certain nursery
operations and adjusting production capacity.
Equally important has been prioritising investment in
growth initiatives across both regions, which protect
ArborGen’s competitive moat and enhance long term
earnings quality – R&D, new product development,
container seedling production capability, quality
assurance systems and sales teams. Targeted
investment in technology and systems also continue
to strengthen the business. Capital expenditure was
$4.1m for the year.
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 balance sheet remains sound. 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.
5
Chairman’s Report
Continued momentum in
Brazil, a focus on added
value products in both of
ArborGen’s markets and
increased commercial
discipline across the
business were the primary
drivers for the year-on-year
financial improvement.
Dave Knott
Chairman
Brazil remained the growth engine for ArborGen
in FY26,
supported by strong demand for both
pine and eucalyptus seedlings. The country continues
to be one of the world’s most dynamic forestry
markets, underpinned by expanding pulp capacity,
rising demand for engineered wood products and
a structural shift toward higher quality genetics.
Competition has increased as more businesses
realise the potential in this market.
Against this backdrop, ArborGen’s position as the
only supplier focused exclusively on superior genetics
provides a clear competitive advantage. We are
continuing to invest in and expand our portfolio
of higher-value protected clones and advanced
genetic seedlings and have identified new markets
and opportunities to extend our reach.
6A
rborGen Holdings Limited and Subsidiaries Annual Report 2026
In the US South, the industry changes we have
experienced in the past two years are now creating
deeper, structural shifts in the commercial landscape
that will take time, measured in years, to work through.
Understanding this reality allows us to make sound
commercial decisions, to protect our business and
enduring value. We are confident in the long-term
market fundamentals and our strategy. What we are
doing now is responding to the near-and medium-
term environment, in particular, sharpening our focus
on higher value products where we have a defensible
position, and ensuring our business is aligned to
current market conditions.
We remain confident that our dual pathway strategy
remains the right framework for sustainable value
creation: accelerate adoption of higher-value
advanced genetics, and build the operational
infrastructure to supply those genetics reliably,
at scale, everywhere we compete.
Start with the customer,
work backwards
Our customers are planting forests they won’t
harvest for 25 years or more. That time horizon
changes everything. They aren’t optimising for this
quarter. They’re making decisions today that will
determine the yield, quality, and resilience of forests
that will be standing in 2050.
ArborGen’s job is to make the performance
advantage of advanced genetics so clear, the
selection process so simple, and the outcomes so
predictable, that choosing anything less becomes
obviously the wrong decision.
Our investment in advanced genetics is now a
genuine commercial differentiator. Years of rigorous
selection, controlled crosses, and progeny testing
have produced elite family lines that materially
outperform standard planting stock across a range
of performance metrics: growth rate, stem form,
wood quality, and disease and pest tolerance.
We are seeing customers increasingly recognise our
value proposition, with increasing demand for our
advanced genetics seedlings and protected clones.
Quality is non-negotiable
Our customers plant forests. They can’t replant a
season. That means quality is not a nice-to-have.
It is foundational to everything.
However, we can’t fully mitigate 100% of the risk
involved in growing a crop outdoors. Weather events
in both regions early in the growing season in FY26
affected seedling growth, quality and quantity –
the full impact of which didn’t become apparent
until harvest. This reduced the number of seedlings
available for sale, despite strong demand.
We are investing accordingly. Orchard management,
inventory systems, and expanded containerised
production capacity all improve our ability to deliver
through volatile weather and uneven market cycles.
We are also expanding the geographic diversity
of our growing areas, a deliberate hedge against
localised weather events that can disrupt production
in any single area.
Building supply resilience
Our goal is clear: to maintain adequate supply to
meet demand for advanced genetics seedlings,
plus at least two years of buffer seed, so that no
single cone harvest season creates existential supply.
Better genetics only create value if customers can
get them on time, to specification, with the survival
rates that make establishment economics work.
In FY26, we achieved a substantial year-on-year
increase in overall MCP seed production in the US.
Cones harvested in October 2025 produced a seed
equivalent of 183.8 million seedlings, a 50% increase
over the previous year — inventory that directly
supports our ability to supply customers in the
seasons ahead.
7
Operating Strength
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. Better planning, disciplined
execution and targeted investment improve quality,
reliability and cost to serve, so we can deliver season
after season.
Every dollar of cost we remove, every planning
process we sharpen, every redundant workflow we
eliminate - these improvements compound. We are
building a leaner, faster operation that can scale
as advanced genetics demand grows, without
proportionally growing our cost base.
In late March 2026, we completed implementation
of a new ERP system in our US business, modernising
how information flows through the company,
increasing security, strengthening operations
and empowering people with data they can trust.
This allows decisions to be made faster and with
better information.
We are also right sizing our US South business to
match market conditions and demand. Importantly
though, we are preserving the ability to scale up
when the market recovers.
Culture counts
Today, ArborGen Brazil and ArborGen United States
are more connected than ever, combining experiences,
learnings and talents to build a single culture based
on open communication, collaboration and shared
purpose. We think of it as a genuine competitive
advantage. The combined experience, talent and
institutional knowledge across our two regions is
something competitors can’t replicate overnight.
This year, we formalised that connection with cross-
functional teams meeting monthly - aligning priorities,
exchanging best practices, and making sure the entire
organisation moves in the same direction.
A priority has been to ensure we have the right
leaders in the right place. We have refreshed our
leadership team across the business, with new
roles and people bringing fresh thinking and
expertise to the table. On 1 June 2026, we were
pleased to welcome experienced forestry executive,
Wagner Itria Jr, who has been appointed as General
Manager Brazil. We also announced the resignation
of Justin Birch as CEO on 8 June 2026, following
three years with the company. Current VP of Product
Development at ArborGen, Patrick Cumbie, has been
appointed as interim CEO pending the appointment
of a permanent CEO. Patrick joined ArborGen in 2010
and is a seasoned forestry executive, with more than
23 years’ industry experience.
We invest where we have
structural advantages
ArborGen competes in large, attractive end markets
with strong commercial potential, in particular, Brazil
and the US South. While we will always consider new
opportunities, at this stage, we are concentrating
leadership and investment in the areas where our
genetics platform, our science capability, and our
operational reach give us a durable edge.
For ArborGen Brazil, increasing integration with the US business represents a
strategic opportunity to raise the standard of the internal culture: facilitating
team engagement and trust; building consistency with objectives; having
more prepared leadership; and ensuring that everyone knows that Brazil is
a fundamental part of the company’s global transformation.
Brazil Financial Manager, Denis Sponchiato.
8ArborGen Holdings Limited and Subsidiaries Annual Report 2026
Brazil is an emerging and dynamic market, with its
potential not yet fully realised. Strong demand for
both pine and eucalyptus continues to rise and, as
anticipated, we are now seeing competition increase
as more businesses realise the potential.
Our strong market presence, focus on advanced
genetics and protected clones, and our network
of supplier nurseries put us in a defensible position.
We are investing in new and better products
that deliver the most value to our customers and
command the most durable margins, with the launch
of two new clones in recent months and other new
genetics in development.
The value of higher quality genetics is increasingly
being recognised by customers, and demand
continues to grow, with a 25% YOY increase in
demand for protected clones. In response, we are
investing to transform more product from market
(unprotected) to protected clones.
Additional sales opportunities are also being
identified and over the past year we have 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. We also converted the majority of our
Erval Grande nursery to pine production to meet
market needs, particularly as plywood and sawtimber
markets strengthen.
Staying close to our customers and delivering
quality products provides protection from
competitors. Our sales team continue to expand
strategic partnerships including, as an example,
a new partnership with a contract nursery which
will service a large pulp and paper company,
as well as clients in the state of Alagoas, with the
production of the IPB22 clone. By 2026, production
of approximately 600,000 seedlings is planned.
Operational efficiency remains a priority as we
strive for best-in-class nurseries and processes.
Operationally, the Brazil 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. This year’s supply deficit
highlighted the importance of a co-ordinated and
agile approach to forecasting, supply planning and
sales, an area that we continue to prioritise.
Regional outlook
Brazil is expected to remain a key contributor to group
performance. Industry forecasts indicate continued
expansion in pulp capacity, sustained demand for
eucalyptus seedlings, and increasing adoption
of higher value genetics. ArborGen’s expanding
production capacity, combined with our proprietary
clone portfolio, positions the business well to capture
this demand. While pricing pressure may persist in
parts of the market due to excess capacity in lower
value clones, the shift toward protected genetics is
expected to support long term margin improvement.
Brazil: Strong Momentum and Strategic Expansion
Seedling sales
(units m)
Sales revenue
(R$m)
FY26
FY25
$144m
$164m
Seedling capacity
(units m)
FY26
FY25
150m
160m
Sales revenue
(US$m)
FY26
FY25
$26m
$30m
Advanced
genetics as % of
total sales volume
FY26
FY25
60%
63%
FY25
FY26
113m
119m
FY24
113m
FY24
$130m
FY24
$27m
FY24
138m
FY24
50%
9
While the fundamentals of southern pine forestry
remain intact over the long arc, the near- and
medium-term demand environment has changed.
The US South timber industry is now experiencing
more than a cyclical demand dip, with deeper,
structural changes in the landscape – a wave of
pulp and paper mill closures which is unlikely to
reverse, and, while the US faces a chronic housing
undersupply, high interest rates are reducing
construction and lessening sawtimber demand.
In this environment, plantation owners are taking
a conservative approach and often delaying
harvesting and replanting.
We are 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. In a market where
volume is constrained, the path to earnings resilience
runs through value — and our advanced genetics and
container seedling programmes are exactly that.
The launch of our simplified pine product categories
and the AG Score have provided customers with
clearer, data driven insights into the value of
advanced genetics. This has been well received and
helps to shine a light on the value we bring to the
market. Early harvest data from MCP plantations
has reinforced the superior performance of these
seedlings, strengthening customer confidence and
supporting a second wave of adoption.
In a high-touch industry, our strong customer
relationships and the strength of our sales team
remains a major strategic advantage for us. The
team has been actively sharing data and insights
to support customers this season and into the next.
Several large long-term agreements have been
negotiated, with the majority of volume focused on
MCP. New opportunities have also been progressed
with afforestation projects.
Operationally, the US team remains focused on cost
efficiency and inventory management. While volumes
remain constrained, we have been focused on mix,
margin and long term positioning.
Regional outlook
The long term fundamentals of the US market remain
intact. The structural undersupply of US housing
will need to be resolved, and global demand for
sustainably grown wood fi bre will continue to grow.
The value of fast-growing plantation forests as carbon
sinks also represents an additional revenue stream.
Favourable climate, highly productive soils, established
logistics infrastructure, and competitive land values
make the US South among the lowest-cost wood fi bre
production regions in the world.
We are well positioned to navigate the new industry
reality, by delivering the products that provide the
most value to our customers and command durable
margins. The emerging carbon forestry market also
presents a meaningful long term opportunity, with
ArborGen already supplying major project developers.
US South: Navigating the Cycle with Discipline
Seedling sales
(units m)
Sales revenue
(US$m)
Seedling capacity
(units m)
Advanced
genetics as % of
total sales volume
FY25
FY26
214m
205m
FY26
FY25
$38m
$38m
FY26
FY25
42%
38%
FY26
FY25
350m
350m
FY24
260m
FY24
$41m
FY24
41%
FY24
350m
10ArborGen Holdings Limited and Subsidiaries Annual Report 2026
We are entering FY27 with a stronger operational
platform, a more resilient business and clear
opportunities for growth. The deliberate and
disciplined choices we are making today will enable
us to perform well in a more subdued US market,
while continuing our growth in Brazil.
We remain confident in ArborGen’s long term
potential and structural demand drivers in both
markets support a positive long term outlook.
Demand for sustainable building materials
continues to rise, alongside the increasing use of
engineered wood products. Pulp markets remain
robust, particularly in Brazil, where cost-competitive
production continues to attract global investment.
Climate resilience is becoming a more prominent
driver of customer behaviour, reinforcing the value
of advanced genetics that offer improved disease
resistance, drought tolerance and yield stability.
The long game
ArborGen is a long-term business, with our customers
focused on a 25+ year harvest horizon. The decisions
they make now will deliver value in the future and we
are seeing customers increasingly turning to genetics
that maximise returns. We believe ArborGen’s position
— our genetics pipeline, our geographic footprint, our
deep customer relationships — represents a genuinely
valuable and defensible platform.
We are entering the next phase of our journey with
confi dence. 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.
Outlook
Dave Knott
Chairman
24 June 2026
11
Building Value that
Stands the Test of Time
12ArborGen Holdings Limited and Subsidiaries Annual Report 2026
Forestry is a Long-Cycle Industry ...
But Value is Created in Moments
ArborGen exists to make that decision an advantage
for our customers and a durable engine of value
for our shareholders. We are a leading provider of
value-added, high-quality seedlings for the forestry
industry, combining a multi-decade breeding pipeline
with commercial-scale nursery operations and field-
proven advisory support.
Our strategy is designed to grow the adoption
of advanced genetics while strengthening the
operating foundation that allows us to deliver
performance, consistency and service at scale -
season after season.
We compete by pairing our advanced genetics
portfolio with strong go-to-market execution -
ensuring our products are not only scientifically
compelling, but also easy to specify, order, establish
and manage in the field.
We are intentionally focused on markets where the
combination of scale, long-term planting demand
and customer sophistication makes advanced
genetics most valuable.
In the United States, we are focused on increasing
adoption of high value products - MCP advanced
genetics seedlings and containerised seedlings.
In Brazil, we are pursuing opportunistic, measured
expansion - building in attractive regions while
keeping the portfolio tightly aligned to demand
for higher-performing genetics.
By focusing on advanced genetics adoption and
strengthening the operating engine that delivers
performance at scale, we are building a business
designed to compound value over the long term,
just as our seedlings do in the field.
Our Value Creation Model
Inputs
Genetics, research, nurseries and orchards
form the foundation of our offerings, providing
the scientifi c basis for improved performance.
Capabilities
Our expert team excels in seed selection
and breeding, nursery production, and
field-proven advisory support, ensuring
that customers receive the right seedlings
for their site conditions and market goals.
Outputs
The result is a suite of high-
performance seedlings
tailored to deliver enhanced
productivity and quality.
Outcomes
Customers benefit from
higher yields, better returns,
and increased value -
demonstrating ArborGen’s
role as a trusted productivity
partner rather than just a
nursery operator.
One of the most important of those moments is when a
landowner decides what to plant - choosing the seedling
genetics that will shape growth, form, wood properties
and resilience, and deliver value decades in the future.
13
Our dual pathway strategy is focused on driving growth and leveraging long-term demand trends. The US South
and Brazil remain ArborGen’s primary markets.
Go to Market: Grow demand and sales of higher value advanced genetics
United States:
• Expand market and win market share
• Increase MCP adoption
• Increase production capacity
Brazil:
• Leverage strong position in the pine and eucalyptus seedling markets
• Replicate US strategy to convert the market to products with superior genetics
• Enhanced technology sharing across the US and Brazilian teams
• Expand production and grow capacity for protected clones
Operating Strength: Enable a strong foundation for the future
• Optimise total productivity
• Strengthen the organisation
• Develop a performance culture
Our Strategy
(1)(1)
Market size and Addressable Market based on management estimates and available market information.
Market Opportunity
Significant opportunity to build scale and win market share
(1)
.
178m
119m
720 million
1.35 billion
1.2 billion eucalyptus
150 million pine
543 million
667 million
ArborGen current volume
Addressable market
Total market
US South
(Loblolly Pine)
Brazil
Number of seedlings
14ArborGen Holdings Limited and Subsidiaries Annual Report 2026
Unlocking Value for Our Customers
A 25-Year Decision That
Makes ArborGen’s Expertise
Critically Important
Planting is not an annual purchase - it is an
investment decision with a multi-decade payback.
Once trees are in the ground, you can manage the
stand, but you can’t redesign it. That is why seedling
choice is one of the highest-impact decisions a
landowner makes. We support customers at this
decision-point with regional expertise, performance
data and practical guidance, matching genetics to
site conditions and end-market goals.
The Genetics Dividend
In most industries, quality is checked at the end of
the line. In forestry, it’s set at planting. The seedlings
you put in the ground shape growth, form, wood
properties, health and survival - then compound
across time, hectares and harvest decisions,
influencing everything from thinning options to log
mix at final harvest. That’s the genetics dividend:
an important upfront choice that can deliver outsized,
long-term returns.
ArborGen is built to deliver this dividend at
commercial scale. Our breeding and product
development focuses on the traits that matter most
in the field, and our nursery footprint and operational
systems are designed to deliver that genetic
potential reliably, through changing market cycles
and increasingly variable climate conditions.
The ‘genetics dividend’ is
key to unlocking value in
the forestry industry.
At ArborGen, our commitment goes beyond simply providing
seedlings - we are dedicated to turning every hectare into a
higher-performing asset. By leveraging advanced genetics,
targeted research and expert orchard management, we deliver
high-performance seedlings that offer customers higher yield,
faster returns and lower risk.
15
The Science Behind
Every Hectare
Our products are built on long-cycle science.
Tree improvement requires patience: breeding,
propagation and validation occur over many years,
and meaningful performance signals emerge over
time and across sites. ArborGen’s advantage is the
combination of a sustained decades-long research
and development programme, rigorous field testing
and data capture, and the operational ability to
commercialise winning genetics at scale. We translate
this science into practical tools that help customers
make better choices. The more clearly performance
can be understood at planting, the more consistently
value can be realised at harvest.
Delivering Consistency
at Scale
In forestry, variability is a cost. More uniform stands
are easier to manage, thin more predictably, and
harvest and process more efficiently - improving log
consistency and value realisation.
Advanced genetics, such as MCP seedlings, are
designed to produce more uniform results and
higher-performing stands. As customers increasingly
seek predictable outcomes, our focus is to expand
adoption of advanced genetics products where they
can deliver clear, field-based value.
Commitment to Partnership
ArborGen stands as a trusted expert, offering not just
seedlings, but comprehensive support and solutions
tailored to the evolving needs of the forestry sector.
Our partnership mindset is central to everything
we do. By building long-term relationships with
landowners and forestry partners, supported by
practical, on-the-ground advice and case studies of
successful collaborations, we ensure that each forest
investment is positioned for sustainable growth and
enduring value.
We’ve been a customer of ArborGen
for more than 30 years and have
been planting MCP seedlings for
the past decade. The results speak
for themselves.
The consistency of the seedlings is
exceptional, with very little variation
across the crop, which is incredibly
important to us. We trust the data
behind the genetics and will continue
planting MCP seedlings because the
performance is proven in the field.
ArborGen has always been a company
we can rely on and a trusted partner
to our business.
Perry Clements, III, Clements Forestry
Consulting – Bainbridge, Georgia, USA
16ArborGen Holdings Limited and Subsidiaries Annual Report 2026
Innovation and Industry Leadership
Scientific Research
and Innovation
ArborGen’s legacy is built on more than 60 years
of scientific research and innovation.
Our dedicated tree breeding programmes, extensive
seed orchards, rigorous field trials and careful
selection processes underpin every product.
Recent initiatives
A new breeding orchard has been established at our
Nacogdoches Seed Orchard and five new proprietary
selections have been grafted. This will enable the
development of new genetic material, tailored to
conditions in Texas and Arkansas over the coming
years, reinforcing the long-term pipeline behind
ArborGen’s products.
Seedlings grown at the Bellville Product Development
greenhouse are now ready for planting. Once
prepared, they are carefully organised according
to trial design and transported by PD Research
Associates to field sites, where planting activities
are underway. This process ensures that each trial
is established with precision, supporting reliable
data collection and long-term evaluation of genetic
performance. It’s a hands-on phase of the research
cycle that requires both technical accuracy and close
coordination across teams. February and March are
particularly active months, with new selections being
grafted and new crosses developed to support future
orchard parents.
We successfully conducted new experimental
plantings in partnership in the regions of Ceará and
Mato Grosso. This initiative reinforces our presence in
new regions and our joint development with partners.
Our eucalyptus hybridisation orchard reached a
significant milestone with more than 40 parent trees
beginning to produce flower buds, allowing the start
of the first controlled crosses. This will generate
seeds for FY27, marking a significant advance in the
company’s genetic improvement programme.
Industry Events, Advocacy
and Collaboration
In the past year we have strengthened our leadership
position by hosting industry events dedicated
to the exchange of knowledge, networking and
innovation. Held in both Brazil and the US South, these
conferences address topics relevant to the sector
and provide important insights for those who work
directly in the field and in decision-making.
Participants also have the opportunity to visit
AborGen’s nurseries and see first-hand the expertise
that goes into growing our seedlings. These events
reinforce ArborGen’s commitment to promoting
initiatives that bridge technical knowledge with real-
world field practices, strengthen partnerships and
contribute to the development of the forestry sector.
Our teams also host and attend industry association
meetings, further strengthening relationships and
knowledge across the sector.
ArborGen’s Reforestation Advisors also work
closely with growers across every region. By first
understanding each customer’s goals, they ensure
MCP is recommended where it will make the biggest
impact on long-term returns, especially given the
closure of 11 pulp and paper markets over the last
three years and continued demand for quality
sawtimber. ArborGen is uniquely positioned to
be the preferred partner in this shift. While other
suppliers remain focused on low-cost OP options, our
investment in MCP is proving to help customers grow
stronger, more valuable forests, acre by acre.
We don’t just grow trees -
we engineer forest performance.
17
Smarter Seedlings. Clearer Choices.
This year, ArborGen launched a refreshed product structure with clear brand tiers for our MCP pine seedlings.
Building on a decade of testing across the Southeast and deeper integration of proprietary and cooperative data,
the team developed the AG Score, a single index that evaluates families in each region based on the traits that
most impact plantation success: volume gain, stem straightness, fusiform rust resistance, and reduced forking.
Each tier is designed to make seedling selection easier and highlight tangible performance benefits. Customers
benefit from sharper differentiation, transparent data and practical support, ensuring their investment aligns with
site conditions and end-market requirements.
Product Categories
OP Reliable performance and balanced return
OP PROImproving productivity without added cost
MCP
®
Boosting sawtimber potential and overall value
MCP
®
PROMaximising growth, quality and harvest returns
MCP
®
PRO+For top-tier investors seeking the highest ROI
(1)(1)
Values based on internal ArborGen data and analyses. Per acre wood production and estimated value are based on regional averages for
site index, silvicultural costs, and product prices. Stand projections are based on a one-thin regime with fi nal harvest at age 31 years with initial
stocking of 545 TPA. Harvest values are nominal including thinning revenue. Results are not guaranteed.
(2)(2)
The ArborGen Score, or AG Score, is an index that combines each family’s performance for productivity, rust resistance, stem straightness, and
forking into a single number.
+$500/acre
+$1,100/acre
+$1,500/acre
+$1,700/acre
VOLUME
GAIN
SAWTIMBER
POTENTIAL
TOTAL
TONS/ACRE
ARBORGEN
SCORE
Ɵ(Ơ
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CLEARCUT
15%50%
20%
30%
25%
35%
60%
75%
75%
75%
190
208
229
216
238
60
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82
104
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(1)
18ArborGen Holdings Limited and Subsidiaries Annual Report 2026
Climate Resilience
Meeting the Challenge
ArborGen exists at a unique intersection - a business
that grows trees for a world that desperately needs
more of them. Climate change is not an abstract
concern sitting somewhere on the horizon; it is a
daily reality woven into everything we do, from the
moment a seed is set to the day a seedling leaves
our nurseries.
We know this because we feel it. Across our operations
in the Southern US and Brazil, extreme weather events
have moved from occasional disruption to recurring
reality - hurricanes, drought, fl ooding and unseasonal
conditions that confound planning and test resilience
in equal measure. These are not theoretical scenarios;
they are real disruptions to real crops, affecting our
people, our customers and our communities. We
have learned from each of them, and that hard-won
experience now shapes how we invest, where we grow,
and how we think about the future.
Our response to climate risk is forward-looking.
Our breeding programmes, developed over
generations of selection and research, are producing
seedlings with greater resilience to drought, disease
and shifting weather patterns. We are deliberately
diversifying our production footprint across Brazil
and the US so no single weather event can define a
season. We are investing in technology - from GPS-
guided drainage mapping to drone-assisted crop
management - that makes our operations smarter
and more adaptive. We are building water resilience
into our Brazilian operations and exploring energy
independence through solar at key sites. And we
are actively engaged in the emerging carbon credit
market, already partnering with carbon developers
and co-hosting industry events that position
ArborGen at the centre of this conversation.
The path ahead will not be without challenge.
Weather will continue to surprise us. Markets will
evolve. The transition to a lower-carbon economy
will bring regulatory shifts we cannot fully predict. But
ArborGen enters this future with something valuable:
more than thirty years of growing trees through
whatever the climate throws at us, a science platform
built for the demands of tomorrow, and a growing
recognition that what we do, helping forests grow
faster, stronger and smarter, is exactly what the world
needs more of.
19
Clarice Dias
Production Supervisor - Erval Grande,
Rio Grande do Sul
Clarice credits ArborGen’s investment in employee
de
velopment, particularly in workplace safety, as a
significant contributor to her growth. She takes pride
in continually building new skills and being recognised
for her contributions.
Her career reflects the value of experience,
dedication, and continuous development, as she
began with a part-time role supporting both a local
nursery and the nursery owner’s household. Over the
next 14 years, she developed a deep understanding
of nursery operations, later expanding her
responsibilities to include administrative support.
When ArborGen acquired the Erval Grande I nursery,
Clarice’s knowledge and leadership potential were
recognised through her appointment as Production
Supervisor. Today, she oversees seed preparation,
coordinates production teams, and monitors
shipment batches, ensuring operational efficiency
while fostering a strong team culture.
Amanda Britt
Business Specialist – Blenheim Nursery
,
South Carolina
Amanda has been a key contributor to operational
e
xcellence at Blenheim Nursery since joining the
business in 2013, bringing a strong foundation
from her early career in finance. With more than
a decade of experience with ArborGen, she has
a central role spanning accounting, logistics, sales
and customer service, providing continuity across
critical business functions.
She is proud to have contributed to continuous
improvement initiatives, including participation in
task groups focused on enhancing the customer
experience, and is helping develop a customer
portal for real-time information. Known for her
customer focus, she helps foster a positive team
culture while strengthening long-term client
relationships. “I enjoy getting to know my customers
and helping them throughout their journey of tree-
buying,” she says. “Our team at Blenheim is like a
small family - we all work really well together and
enjoy what we do.”
Celebrating our People
20ArborGen Holdings Limited and Subsidiaries Annual Report 2026
Bernard Frazier
Orchard Supervisor - Ravenel
Seed Orchard, South Carolina
Bernard Frazier represents one
of ArborGen’
s most enduring
assets - institutional knowledge
built over more than four decades
of continuous service. He joined
Westvaco in 1981, a business
that later evolved into ArborGen,
and in that time Bernard has
witnessed and contributed to the
organisation’s evolution into the
business it is today.
In his orchard operations role,
Bernard brings a depth of
understanding developed by
sustained, hands-on experience.
He recognises that environmental
variables including seasonal
fluctuations, temperature shifts
and timing precision during critical
production windows directly
influence crop outcomes. He has
navigated operational challenges
including the 2022 freeze,
reinforcing the importance of
adaptability and risk awareness
in silviculture.
Relationships built over time with
coworkers and contract labourers
who join the team seasonally
are very important to him. “I take
pride in the work I do, and enjoy
communicating and working closely
with my coworkers. And we’re
always trying to improve what
we do.”
Nayara dos Santos Alves
Shade House Supervisor -
Martinho Campos, Minas Gerais
Nayara’s career journey reflects
the po
wer of opportunity,
development and determination.
Joining the Martinho Campos
facility in early 2023 as a forestry
assistant, Nayara demonstrated
a commitment to learning and
consistent performance across
multiple production sectors, earning
progressive responsibility through
merit and adaptability.
Her advancement accelerated
when she was selected to
temporarily lead the Shade House
team, subsequently gaining further
expertise in the Quality Inspection
sector before being appointed
permanently to her current
supervisory role. Her experience
across production, quality
assurance, and team leadership
reflects the operational depth
ArborGen cultivates in its workforce.
Nayara’s trajectory also illustrates
ArborGen’s commitment to
employee development beyond
the workplace. With the company’s
support, she completed her
secondary education — a milestone
that underscores how investment
in people generates measurable
returns in engagement, retention
and organisational capability.
Leidiane Teixeira dos Santos
Pr
oduction Supervisor
Luiz Antônio - Sao Paulo
Leidiane joined ArborGen’s
Luiz Ant
ônio facility in October
2023 and has since demonstrated
the kind of rapid professional
development that reflects the
quality of ArborGen’s talent
identification and workforce
investment.
Beginning in the shipping area,
she quickly distinguished herself
through performance and
initiative, transitioning into the role
of greenhouse irrigator, before
being promoted to Irrigation
Team Leader and subsequently
to Production Supervisor. In this
capacity, she oversees multiple
operational teams across staking,
containerised seedlings and
greenhouse functions.
Leidiane’s advancement
demonstrates that the company’s
people strategy is delivering
measurable outcomes: identifying
capability early, providing
structured opportunity, and
retaining high-potential employees
across its operations.
21
Our Leadership Team
ArborGen’s leadership team consists of experienced professionals whose expertise drives our success.
Their knowledge helps us adapt to industry changes, maintain progress toward our goals, and support
continued growth.
Justin Birch stepped down as CEO on 8 June 2026 (post-financial year end), following three years with the
company. Patrick Cumbie has been appointed interim CEO while a search process is undertaken by the Board.
Gene Bickerstaff
Director Operations US
Joined: No
vember 2007
Jason Watson
Vice President of US Sales
Joined: A
ugust 2012
Wagner Itria Jr.
General Manager, Operations, Brazil
Joined: June
2026
Christina Green
Chief Financial Officer
Joined: Mar
ch 2024
Patrick Cumbie
Interim CEO/ Vice President
of Pr
oduct Development
Joined: July 2010
22A
rborGen Holdings Limited and Subsidiaries Annual Report 2026
Our Board
Our Board consists of highly experienced Directors whose diverse skills and expertise contribute significant value
to ArborGen. Profiles of the Directors are available online at www.arborgenholdings.com/board-of-directors.
ArborGen’s Board demonstrates strong governance and effective oversight of the company’s strategy and
operations. Each year, we provide a detailed report on our corporate governance framework and practices –
this can be found on pages 62 to 74. Key governance documents are also accessible via our website.
Thomas Avery
Independent Director
Appointed 18 July 2018
David Knott
Chairman
(1)
Appointed 19 August 2021
George Adams
Independent Director
Appointed 12 August 2019
Ozey Horton
Independent Director
Appointed 11 July 2018
Paul Smart
Independent Director
Appointed 21 August 2018
(1) The Board has determined that Mr Knott is not an Independent Director as defi ned under the NZX Listing Rules because he is a substantial
product holder of the Company.
23
Fiscal year ending March 2026US$m
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 consolidated 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 FYE26, one-off and unusual items were a $200k gain on sale of a parcel in Texas and an $800k gain for
recognising an ERC tax credit for which statute of limitations for potential audit has passed.
(4) The Company uses Adjusted US GAAP EBITDA when discussing financial performance. This is a non-GAAP
financial measure and is not recognised within IFRS. Non-GAAP financial measures should not be viewed
in isolation nor considered as a substitute for measures reported in accordance with GAAP. Management
believes that Adjusted US GAAP EBITDA provides useful information, as it is used internally to evaluate
performance, and it is also a measure that equity analysts focus on for comparative company performance
purposes, as the measure removes distortions caused by differences in asset age, depreciation policies and
debt:equity structures.
Adjusted US GAAP Reconciliation
24ArborGen Holdings Limited and Subsidiaries Annual Report 2026
Financial Statements
For the year ended 31 March 2026
Consolidated Financial Statements26
Notes to the Consolidated Financial Statements30
Independent Auditor’s Report58
General Information
– Corporate Governance62
– Remuneration Report75
– Statutory Information79
– Directory83
25
Notes
Year ended
March 2026
US$m
Year ended
March 2025
US$m
Revenue2468.263.2
Cost of sales7 (48.4)(45.0)
Gross profit19.818.2
Intellectual property amortisation7(6.1)(6.1)
Administration expense(13.5)(13.3)
Operating earnings excluding items below0.2(1.2)
Impairment13 & 16(1.7)(21.8)
Employee retention credit (ERC) tax credit70.8–
Sale of assets70.22.2
Operating loss before financing expense(0.5)(20.8)
Financial income0.50.3
Financing expense(3.4)(2.0)
Loss before taxation(3.4)(22.5)
Tax benefit (expense)8(4.1)1.0
Net loss after tax(7.5)(21.5)
Earnings per share - basic19(0.0148)(0.0423)
The accompanying notes form part of, and are to be read in conjunction with, these consolidated fi nancial statements.
ArborGen Holdings Limited and Subsidiaries
Consolidated Income Statement
For the year ended 31 March 2026
26ArborGen Holdings Limited and Subsidiaries Annual Report 2026
ArborGen Holdings Limited and Subsidiaries
Consolidated Statement of Comprehensive Income
For the year ended 31 March 2026
Notes
Year ended
March 2026
US$m
Year ended
March 2025
US$m
Net loss after tax(7.5)(21.5)
Items that may be reclassified to the Consolidated Income Statement:
Movement in currency translation reserve201.9(1.7)
Movement in hedge reserve20(0.2)(0.3)
Other comprehensive earnings (loss) (net of tax)1.7(2.0)
Total comprehensive loss(5.8)(23.5)
Notes
Year ended
March 2026
US$m
Year ended
March 2025
US$m
Total comprehensive loss(5.8)(23.5)
Movement in ArborGen Holdings shareholders' equity:
Movement in issued capital190.4(0.2)
Movement in share-based payment reserve20(0.4)(0.4)
Total movement in shareholder equity(5.8)(24.1)
Opening Group equity124.6148.7
Closing Group equity118.8124.6
The accompanying notes form part of, and are to be read in conjunction with, these consolidated fi nancial statements.
ArborGen Holdings Limited and Subsidiaries
Consolidated Statement of Changes in Equity
For the year ended 31 March 2026
27
Notes
Year ended
March 2026
US$m
Year ended
March 2025
US$m
Cash was provided from operating activities
Receipts from customers67.164.4
Cash provided from operating activities67.164.4
Payments to suppliers, employees and other(61.7)(60.0)
Tax paid(1.7)(1.7)
Cash (used in) operating activities(63.4)(61.7)
Net cash from / (used in) operating activities3.72.7
Interest received0.50.3
Proceeds on sale of fixed assets70.54.1
Investment in fixed assets13(4.1)(7.8)
Net cash from / (used in) investing activities(3.1)(3.4)
Debt drawdowns1828.728.5
Repayment of lease liabilities(2.8)(1.9)
Debt repayment18(25.6)(24.0)
Interest paid(2.5)(3.0)
Repurchase of warrants and / or share buyback19–(0.5)
Net cash from / (used in) financing activities(2.2)(0.9)
Net movement in cash(1.6)(1.6)
Opening cash, liquid deposits and restricted cash3.55.6
Effect of exchange rate changes on net cash0.3(0.5)
Closing cash and cash equivalents92.23.5
Net loss after taxation(7.5)(21.5)
Adjustment for:
Financial income(0.5)(0.3)
Financing expense3.32.0
Depreciation and amortisation8.410.3
Tax expense4.1(1.0)
Foreign exchange0.3(0.5)
Other non cash items3.321.8
Cash flow from operations before net working capital movement11.410.8
Trade and other receivables0.7(0.3)
Inventory(3.7)(3.3)
Trade and other payables(3.0)(2.8)
Net working capital movement(6.0)(6.4)
Cash tax paid(1.7)(1.7)
Net cash from / (used in) operating activities3.72.7
The accompanying notes form part of, and are to be read in conjunction with, these consolidated fi nancial statements.
ArborGen Holdings Limited and Subsidiaries
Consolidated Statement of Cash Flows
For the year ended 31 March 2026
28ArborGen Holdings Limited and Subsidiaries Annual Report 2026
ArborGen Holdings Limited and Subsidiaries
Consolidated Balance Sheet
As at 31 March 2026
Notes
March 2026
US$m
March 2025
US$m
Current assets
Cash and cash equivalents92.23.5
Trade and other receivables1012.012.8
Inventory1142.038.4
Assets held for sale1310.913.6
Total current assets67.168.3
Non-current assets
Fixed assets1329.627.6
Derivative financial instruments5 & 270.10.3
Right-of-use assets1414.18.7
Intellectual property15 & 1654.160.2
Other assets2.2–
Deferred taxation asset127.210.4
Total non-current assets107.3107.2
Total assets174.4175.5
Current liabilities
Trade, other payables and provisions17(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 liability12(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 assets118.8124.6
Equity
Share capital19203.6203.2
Reserves20(84.8)(78.6)
Total Group equity118.8124.6
Dave Knott Paul Smart
Chairman of the Board Audit Committee Chairman
29 May 2026
The accompanying notes form part of, and are to be read in conjunction with, these consolidated fi nancial statements.
29
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
For the year ended 31 March 2026
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.
30A
rborGen Holdings Limited and Subsidiaries Annual Report 2026
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
For the year ended 31 March 2026
NZ IFRS 18 requires the income statement to be defi ned in the following sections:
• Operating;
• Investing;
• Financing;
• Income taxes; and
• Discontinued Operations.
NZ IFRS 18 also requires:
• Goodwill to be shown separately in the fi nancial statements;
• Cash fl ows from interest and dividends received to be shown as investing activities in the statement of cash fl ows;
• Cash fl ows from interest and dividends paid to be shown as fi nancing activities in the statement of cash fl ows; and
• The Group must disclose and thus have audited, any management-defi ned performance measures (MPMs), these
being subtotals of income and expenses that management uses outside the fi nancial statements to publicly
communicate their view of fi nancial performance.
The Group does not expect a material impact on reported earnings or fi nancial position. However, NZ IFRS 18 will
result in changes to the presentation of the income statement, classifi cation within the statement of cash fl ows,
and enhanced disclosures, including those relating to management-defi ned performance measures, which may be
signifi cant.
The changes to MPMs are expected to have a more signifi cant impact on the fi nancial statements, as US Adjusted
GAAP EBITDA is currently a key metric that is utilised by management. Net income, supplemented by more detailed
segment reporting as the net income level, would represent the most suitable alternative that satisfi es all outlined
criteria. Alternatively, Operating profi t before Depreciation and Amortisation would be an appropriate alternative,
which is the IFRS-based EBITDA proxy.
This change will affect the fi nancials at 31 March 2028. Accordingly, the Group will have suffi cient time to evaluate
and implement any necessary revisions to fi nancial 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 fi nancial 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 fi nancial 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
fi nancial statements are:
Deferred taxation (note 12)
The measurement of deferred taxation assets and liabilities refl ects 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 47.
Performing these assessments generally requires management to estimate future cash fl ows to be generated by the
ArborGen cash generating unit (“CGU”), which entails making judgements about the expected future performance and
cash fl ows of the CGU and the appropriate discount rate to apply when valuing future cash fl ows.
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 46.
31
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
For the year ended 31 March 2026
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.
32A
rborGen Holdings Limited and Subsidiaries Annual Report 2026
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
For the year ended 31 March 2026
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.
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.
33
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
For the year ended 31 March 2026
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 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.
34A
rborGen Holdings Limited and Subsidiaries Annual Report 2026
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
For the year ended 31 March 2026
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 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.
35
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
For the year ended 31 March 2026
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 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.
36A
rborGen Holdings Limited and Subsidiaries Annual Report 2026
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
For the year ended 31 March 2026
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.
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.
37
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
For the year ended 31 March 2026
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 incorporated
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 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.
38A
rborGen Holdings Limited and Subsidiaries Annual Report 2026
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
For the year ended 31 March 2026
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; and
• 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.
39
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
For the year ended 31 March 2026
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).
Interest rate swap contracts
Under interest rate swap contracts, the Group agrees to exchange the difference between fixed and floating r
ate 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.
6. Reporting Currency
The Group reports in United States dollars (US$), consequently all financial numbers are in US$ unless
otherwise stated.
40A
rborGen Holdings Limited and Subsidiaries Annual Report 2026
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
For the year ended 31 March 2026
7. Operating Expenses Include
Note
Year ended
March 2026
US$m
Year ended
March 2025
US$m
Depreciation and amortisation included in:
Cost of sales expense(3.6)(2.8)
Intellectual property amortisation15(6.1)(6.2)
Administration expense: general and administration(1.0)(0.9)
Total depreciation and amortisation(10.7)(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)
0.22.2
ERC
(2)
0.8–
Value added taxation - valuation allowance–0.2
CEO transition and other1.02.4
(1) ArborGen sold its in vitro 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 $843,000. This deadline
has now passed and the $843,000 can be recognised as income.
8. Income Tax Expense
Note
Year ended
March 2026
US$m
Year ended
March 2025
US$m
Profit (loss) before taxation(3.4)(22.5)
Taxation at 28%1.06.3
Adjusted for:
Permanent differences(1.8)(6.1)
Timing differences(3.0)0.2
Change in deferred tax liability121.3 1.1
Rate differential(1.6)(0.5)
Taxation (expense) / benefit(4.1)1.0
41
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
For the year ended 31 March 2026
9. Cash, Liquid Deposits and Restricted Cash
At 31 March the Group held total cash and liquid deposits of $2.2 million (2025: $3.5 million).
10. Trade and Other Receivables
March 2026
US$m
March 2025
US$m
Trade debtors11.0 10.0
Prepayments1.02.7
Other receivables–0.1
Trade and other receivables12.012.8
Details of the expected credit loss provision associated with trade debtors have been considered in note 27.
11. Inventor y
March 2026
US$m
March 2025
US$m
Finished goods - seedlings6.64.1
Work in progress - seedlings
(1)
3.42.3
Finished goods - seed25.022.6
Work in progress - seed
(2)
7. 09. 4
Inventory42.038.4
(1) Work in progress - seedlings, is principally preparation costs for seedling crops.
(2) Work in progress - seed, is principally costs associated with seed production activities and harvesting seed
to be sown as a future crop.
42A
rborGen Holdings Limited and Subsidiaries Annual Report 2026
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
For the year ended 31 March 2026
12. Deferred Taxation
Note
Balance
1 April 2024
US$m
Movement
in period
US$m
Balance
31 March 2025
US$m
Deferred taxation asset
Net operating losses810.8(0.4)10.4
Deferred taxation asset as at 31 March 202510.8(0.4)10.4
Deferred taxation liability
Intellectual property8(7.0)2.8(4.2)
Deferred taxation liability as at 31 March 2025(7.0)2.8(4.2)
Note
Balance
1 April 2025
US$m
Movement
in period
US$m
Balance
31 March 2026
US$m
Deferred taxation asset
Net operating losses
(1)
810.4(3.2)7.2
Deferred taxation asset as at 31 March 202610.4(3.2)7.2
Deferred taxation liability
Intellectual property8(4.2)1.3(2.9)
Deferred taxation liability as at 31 March 2026(4.2)1.3(2.9)
(1) The movement in the period of ($3.2) million includes impacts from prior periods of ($1.0) million as a result of
a proactive review which identified potential structural risks from historical periods covering the tax years
of 2022-2024.
ArborGen measures its deferred tax liability for the temporary difference arising on intellectual property to
reflect the tax consequences that would follow from the manner that the Group expects to recover the carrying
amount of the intellectual property. This is based on an assumption that there may be a sale prior to the end of
its useful life.
43
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
For the year ended 31 March 2026
13. Fixed Assets
March 2026
US$m
March 2025
US$m
Cost
Land12.812.9
Buildings15.99.8
Plant and equipment8.411.3
Total cost37.134.0
Accumulated depreciation
Buildings(4.5)(3.7)
Plant and equipment(3.0)(2.7)
Total accumulated depreciation(7.5)(6.4)
Net book value
Land12.812.9
Buildings11.46.1
Plant and equipment5.48.6
Fixed assets net book value29.627.6
Domicile of fixed assets
United States24.223.7
Brazil5.43.9
Fixed assets net book value29.627.6
44A
rborGen Holdings Limited and Subsidiaries Annual Report 2026
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
For the year ended 31 March 2026
Fixed assets net book value
Land
US$m
Buildings
US$m
Plant and
equipment
US$m
To t a l
US$m
31 March 2025
Opening net book value12.918.84.936.6
Exchange differences––(0.2)(0.2)
Additions0.61.65.57.7
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 6.18.627.6
31 March 2026
Opening net book value12.96.18.627.6
Exchange differences0.10.20.10.4
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 202612.811.45.429.6
(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 in 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. After this review, an impairment of $1.7 million was prudent.
45
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
For the year ended 31 March 2026
14. Right-Of-Use Assets
Right-of-use assets net book value
Land and
Buildings
US$m
Plant and
Equipment
US$m
To t a l
US$m
31 March 2025
Opening net book value5.12.07.1
Additions2.01.63.6
Disposals(0.2)–(0.2)
Depreciation charge(0.9)(0.9)(1.8)
Right-of-use assets net book value as at 31 March 20256.02.78.7
31 March 2026
Opening net book value6.02.78.7
Additions
(1)
5.52.27.7
Disposals–––
Depreciation charge(1.2)(1.1)(2.3)
Right-of-use assets net book value as at 31 March 202610.33.814.1
(1) During the FYE2026 year, an amendment to a lease agreement was completed for 17.91 hectares 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 2 million of “GG”
clone, payable over the year within 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
commenced on 1 April 2025 and ends on 31 March 2035. An incremental borrowing rate from the May 2025
report for a 10-year least of 7.5% was utilised plus another 4% for Brazil, totalling 11.5%.
15. Intellectual Property
Note
March 2026
US$m
March 2025
US$m
Opening balance60.288.9
Impairment16–(21.8)
Disposal of Asset
(1)
–(0.8)
Amortisation during period 7(6.1)(6.1)
Intellectual property54.160.2
Total cost104.3104.3
Accumulated amortisations(50.2)(44.1)
Intellectual property54.160.2
(1) Related to the amortisation of the IP associated with the in vitro business which was sold in FYE2024.
46A
rborGen Holdings Limited and Subsidiaries Annual Report 2026
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
For the year ended 31 March 2026
16. ArborGen 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; and
• 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, ArborGen 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 is 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; and
• ArborGen’s advanced genetics sales as a percentage of its total eucalyptus in Brazil approaching 70% in the
terminal year.
47
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
For the year ended 31 March 2026
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%; and
• 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).
As a means of assessing the sensitivity of the model to changes in assumptions, the MCP adoption rate was
analysed along with 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; and
• Terminal rate changes.
Sensitivity Chart
Enterprise Value
Goodwill
Impairment
Variance
to Base
Terminal year sensitivities enterprise value (increase / decrease) US$ millions
Base case MCP terminal year adoption rate49%$28.1
MCP terminal year adoption rate46%-3%$21.9$25.8
WACC increased by 0.5%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 $1.7 million which will bring the value down to the lower of cost
or market.
Building
US$m
Gross asset value$16.4
Accumulated depreciation$(3.9)
Net book value$12.5
Current selling price$10.8
Impairment$1.7
48A
rborGen Holdings Limited and Subsidiaries Annual Report 2026
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
For the year ended 31 March 2026
17. Trade, Other Payables and Provisions
March 2026
US$m
March 2025
US$m
Trade creditors(6.1) (8.1)
Accrued employee benefits
(1)
(1.3)(1.9)
Other payables (1.0)(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(10.0)(12.9)
(1) Includes accrued expense of $0.3 million for FYE2025 being the cash component of the CEO’s LTI plan.
Refer notes 20 and 25.
(2) The deposits from customers will be recognised as revenue within 12 months as the seedlings are transferred
to the customer.
49
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
For the year ended 31 March 2026
18. Term and Current Debt
Summary of repayment terms
March 2026
US$m
March 2025
US$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 period
March 2026
%
March 2025
%
Due for repayment:
less than one year6.05 5.49
between one and two years5.904.95
between two and three years5.835.82
between three and four years5.855.87
between four and five years5.965.93
after five years5.325.99
Current debt - weighted average interest rate6.055.49
Term debt - weighted average interest rate5.754.90
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:
BankAgSouth 1AgSouth 2Synovus
Synovus Line
of Credit
Facility$6.8m$2.2m$8.5m20.0
Interest4.95%8.20%5.75%SOFR + 2.25%
Expiration1-May-361-May-441-Apr-291-Apr-29
Annual Debt Repayment$0.600m$0.260mN/AN/A
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 liabilities of $13.7 million (2025: $24.4 million of debt and $8.2 million of lease obligations).
All covenants were met for the year ended 31 March 2026.
50A
rborGen Holdings Limited and Subsidiaries Annual Report 2026
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
For the year ended 31 March 2026
19. Capital
Share capital
March 2026
US$m
March 2025
US$m
Share capital at the beginning of the period203.2203.4
Redeem shares
(2)
–(0.5)
Vesting of shares - share plans
(1)
0.40.3
Share capital203.6203.2
Number of sharesMarch 2026March 2025
Opening shares on issue520,848,638 526,957,789
Issued / Redeem shares
(1)
(2,559,381) (200,622)
Issued / Redeem shares
(2)
– (5,908,529)
Issue of shares
(3)
4,429,043–
Number of shares on issue522,718,300520,848,638
Treasury stockMarch 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 2026March 2025
Weighted average dilutive shares
(4)
506,043,731507,929,229
Weighted average basic shares506,043,731507,929,229
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 performance based shares
vest at 50% on 1 June 2024 and 1 June 2025, subject to satisfaction of applicable performance criteria 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 total of US$500,000 commencing
in September 2024. In total, 5,908,529 shares were purchased to fulfill this programme.
(3) In accordance with the resolution passed at ArborGen Holdings Board of Directors’ meeting held on
20 November 2025, a management LTI was approved and stock issued accordingly as outlined with the
resolution. 6,742,052 shares were issued for management LTI while 7,812,730 shares were issued for the
CEO LTI. 10,125,739 shares were cancelled.
All restricted shares have been issued to the “Restricted Shares Trust” and are treated as treasury stock
until earned and vested.
(4) The shares held in treasury under the LTI are entirely performance based upon a three year time period and
as such, as noted under IAS 33, the shares are not included in the diluted share calculation since to date, no
shares have been earned under the performance criteria.
51
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
For the year ended 31 March 2026
20. Reserves
Retained earnings
March 2026
US$m
March 2025
US$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 balance0.30.6
Fair value gains / (losses) for the year(0.2)(0.3)
Closing balance0.10.3
Share-based payments reserve
Opening balance0.40.8
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 Notes 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).
YearAwardShare %
FYE2024$425,00027%
FYE2025$167,16227%
(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).
52A
rborGen Holdings Limited and Subsidiaries Annual Report 2026
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
For the year ended 31 March 2026
21. Capital Expenditure Commitments
The are no capital expenditure commitments in the current period (2025: $nil).
22. Lease Obligations
The expected future minimum rental payments required under leases (including capitalised finance leases) that
have initial or remaining non-cancellable lease terms in excess of one year at 31 March 2026 are as follows:
Note
March 2026
US$m
March 2025
US$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 $8.4 million for Brazil.
23. Remuneration
Key management compensationNote
Year ended
March 2026
US$m
Year ended
March 2025
US$m
Salaries and other short-term employee benefits2.2 2.0
Share-based payments190.6–
Other payments–0.8
2.82.8
53
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
For the year ended 31 March 2026
24. Segmental Information Summary
The Group has one reportable segment and the analysis is as follows:
Forestry genetics
Year ended
March 2026
US$m
Year ended
March 2025
US$m
Operating revenue68.263.2
Impairment(1.7)(21.8)
Financing expense(3.4)(2.0)
Tax (expense) / benefit(4.1)1.0
Net earnings (loss)(7.5)(21.5)
Total assets174.4175.5
Liabilities(55.6)(50.9)
Capital expenditure(4.1)(7.7)
Depreciation and amortisation(10.9)(9.9)
The Group’s geographical analysis is as follows:
Year ended
March 2026
US$m
Year ended
March 2025
US$m
South America
Operating revenue30.225.7
Non-current assets16.39.4
North America
Operating revenue38.037.5
Non-current assets90.897.8
Total Group
Operating revenue
(1)
68.263.2
Non-current assets107.1107.2
(1) The Group’s revenue represents sales of seedlings of $68.2 million (2025: $63.2 million).
25. Related Party Transactions and Balances
Note
March 2026
US$m
March 2025
US$m
Income Statement
Directors remuneration (excluding Non-executive Directors' Share Plan)7(0.2) (0.1)
Former CEO severance
(1)
–(0.1)
Balance Sheet
Incoming CEO LTI and STI plans
(2)
17 & 20–0.6
(1) Upon cessation of employment Andrew Baum was issued shares and cash payments related to the
separation agreement.
(2) Pursuant to the 2021 LTI plan an expense of $0.6 million has been accrued and the liability was settled by the
issuance of shares and cash.
54A
rborGen Holdings Limited and Subsidiaries Annual Report 2026
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
For the year ended 31 March 2026
26. Principal Operations
ArborGen Holdings Limited (a New Zealand incorporated limited liability company) is the holding company of the
ArborGen Group. The principal subsidiaries, as at 31 March 2026, were:
Country of
Domicile
Interest %
March 2026
Interest %
March 2025
Balance
Date
Principal
Activity
Principal subsidiaries
Rubicon Forests Holdings LimitedNZ10010031 March Holding
company
Rubicon Industries USA LLCUSA10010031 March Holds
ArborGen Inc
investment
ArborGen Inc
(1)
USA10010031 March Forestry
genetics
ArborGen Inc subsidiaries
ArborGen Comercie de Produtos
Florestal Importacao e Exportacao LTDA
Brazil10010031 March Forestry
genetics
ArborGen Technologia Florestal LTDABrazil10010031 March Holding
company
ArborGen New Zealand Holding LLCUSA10010031 March Holding
company
(1) ArborGen Holdings owns 100% of ArborGen Inc’s issued share capital and has a 100% economic interest,
following the repurchase of all outstanding warrants in May 2023.
27. Financial Instruments
(a) Market risk
(i) Exposure to currency risk
The functional currency of the Group is the US$ 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$. The Group’s
exposure to foreign currency risks on financial instruments is shown in the following:
March 2026March 2025
In US$mUS$ Non US$US$ Non US$
Cash, liquid deposits and restricted cash0.12.1(0.1)3.6
Trade debtors and other receivables6.14.26.63.5
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)
55
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
For the year ended 31 March 2026
The following exchange rates applied during the year:
Average rate
(1)
Spot rate
March
2026
March
2025
March
2026
March
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 (2025: $13.6 million).
US cash and liquid deposits are only held with banks that are part of the Group’s banking consortiums.
In the event of default, cash balances may be set off against obligations owing by the Group to its
lenders. Moody’s credit ratings of the primary counterparties for cash and liquid deposits are all rated
as investment grade. The status of trade debtors, is as follows:
March 2026
US$m
March 2025
US$m
Neither past due or impaired8.17.3
Past due but not impaired –1 month 1.40.6
2 month0.92.6
10.410.5
Less provision for expected credit loss(0.2)(0.5)
Net trade debtors10.210.0
ArborGen Inc has a strong history of trade debtor collections and there is no reason to believe that the
debtors will not be collected.
56A
rborGen Holdings Limited and Subsidiaries Annual Report 2026
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
For the year ended 31 March 2026
(c) Liquidity risk
The following are contractual maturities of financial liabilities and net settled derivatives. The amounts
disclosed are the contractual undiscounted cash flows.
Financial liabilities
Carrying
value
US$m
To t a l
cash flows
US$m
0-6
months
US$m
6-12
months
US$m
1-2
years
US$m
2-5
years
US$m
Over
5 years
US$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)
28. Contingent 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.
57
Independent Auditor’s Report
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 26 to 57
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.
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.
Grant Thornton New Zealand Audit Limited
L4, Grant Thornton House
152 Fanshawe Street
PO Box 1961
Auckland 1140
T + 64 (0)9 308 2570
www.grantthornton.co.nz
58ArborGen Holdings Limited and Subsidiaries Annual Report 2026
Why the audit matter is significantHow our audit addressed the key audit matter
ArborGen Cash Generating Unit – impairment
assessment
As set out in not
es 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
FY27 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.
59
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
fi nancial 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 fi nancial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated fi nancial 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 consolidated 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/
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rborGen Holdings Limited and Subsidiaries Annual Report 2026
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
61
Corporate Governance
This report describes how ArborGen Holdings’ (ArborGen) business practices reflect corporate governance
best practice, and has been approved by the Board. It is current as at 31 March 2026.
The Group’s corporate governance framework is guided by the principles and recommendations of the
NZX Corporate Governance Code (NZX Code) issued in January 2025.
ArborGen considers its corporate governance practices during the FY26 financial year are largely in line
with the NZX Code. An explanation has been provided of the area where ArborGen’s practices differ
from NZX Code recommendations.
The Company’s Code of Conduct and Ethics, Board Charter and other documents related to corporate
governance, collectively and individually, encourage high standards of ethical and responsible behaviour.
These are available on AborGen’s corporate website www.arborgenholdings.com.
Exception to NZX Code RecommendationsExplanation
2.9 An issuer should have an independent chair
of the Boar
d.
David Knott was appointed Chair in 2021. He is
not considered independent, as he is a substantial
shareholder in ArborGen. This is the only reason the
Board considers David to be non-independent, having
given consideration to a range of other factors including
tenure and related party relationships. As such, his
interests are directly aligned with all shareholder interests.
The Board has approved David’s appointment as Chair
and has determined it appropriate given there is a
majority of Independent Directors on the Board and the
benefits of having his experience and direct institutional
knowledge. He is not involved in the day to day running of
the business and does not have significant influence over
operational decisions.
Effective for the 12 months ended 31 March 2026.
Principle 1: Ethical Standards
‘Directors should set high standards of ethical behaviour, model this behaviour and hold management
accountable for these standards being followed throughout the organisation.’
1.1 Code of Ethics
The Code of Conduct and Ethics sets out clear expectations for ethical decision making and personal behaviour
by Directors and employees in relation to situations where their or ArborGen’s integrity could be compromised.
These include conflicts of interest, proper use of Company property and information, fair dealings with employees
and other stakeholders, compliance with laws and regulations, reporting of unethical decision making and
dishonest behaviour, and related matters.
Included in the Code of Conduct and Ethics are mechanisms for dealing with breaches of the Code. Employees
are encouraged to report any breaches in line with the processes outlined in the Code of Ethics. Employees are
also encouraged to speak up in line with the Company’s Whistleblowing Policy.
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rborGen Holdings Limited and Subsidiaries Annual Report 2026
The Code of Conduct and Ethics has been communicated to all Directors and employees of the Company,
is part of the induction process and is also published on the corporate website www.arborgenholdings.com/
governance. The Directors lead by example, modelling high ethical standards to all employees and stakeholders,
and it is expected that employees will also follow the highest standards of ethical behaviour. The Code of Ethics
is reviewed at least every two years.
ArborGen did not donate to any political parties in FY26.
1.2 Security Trading Policy
ArborGen has a Security Trading Policy, which along with the Financial Markets Conduct Act 2013, imposes
limitations and requirements on Directors and employees in dealing in the Company’s shares. These limitations
prohibit dealing in shares while in possession of inside information and impose requirements for seeking consent
to trade. ArborGen’s Securities Trading Policy is published on the corporate website.
While there is no formal requirement to do so, all Directors hold shares in the Company either personally or
through affiliates.
Details of Directors’ share dealings are set out on page 75 of this report.
Principle 2: Board Composition and Performance
‘To ensure an effective Board, there should be a balance of independence, skills, knowledge,
experience and perspectives.’
2.1 Board Charter
The roles and responsibilities of the Board are detailed in the Board Charter, which is reviewed at least every
three years and is available on the corporate website. The Board’s primary objective is to protect and enhance
the value of the assets of the Company and to act in the best interests of the Company.
The Board Charter outlines a number of key roles and responsibilities of the Board, including:
• the review and approval of appropriate corporate strategies and objectives, transactions relating to
acquisitions and divestments, capital expenditures above delegated authority limits, financial and capital
structure policies, financial statements and reports to shareholders;
• ensuring appropriate procedures and systems are in place to identify and manage risk, including climate
related risk and opportunities;
• ensuring the adequacy and effectiveness of the Group’s internal control framework, including the
independence of the External Audit;
• review of Group, Board, committee and management performance against strategic objectives, succession
planning, appointment of the CEO, and oversight of CEO’s direct reports; and
• ensuring that appropriate systems and processes are in place so that the Group is managed in an honest,
ethical, responsible and safe manner.
The Board has delegated authority for the day-to-day management of the business to the CEO and the wider
senior management team with specified financial and non-financial limits.
63
2.2 Nomination and Appointment of Directors
Membership, rotation and retirement of Directors is determined in accordance with the Company constitution
and NZX Listing Rules.
The Board considers Director succession on a regular basis, taking into account such things as tenure, experience
and Director workload. The Board believes that the current Directors offer valuable and complementary skill sets
and expertise that are of value to the Company.
Directors will retire and may stand for re-election by shareholders at least every three years, in accordance
with the NZX Listing Rules. A Director appointed since the previous annual meeting holds office only until the
next annual meeting but is eligible for re-election at that meeting.
While the nomination process for new Director appointments is the responsibility of the Board as a whole, the
Nomination Committee is responsible for identifying, reviewing and recommending candidates to the full Board.
The Board may engage consultants to assist in the identification, recruitment and appointment of
suitable candidates.
Shareholders may also nominate candidates for election to the Board. The Board asks for Director nominations
each year prior to the Annual Shareholders Meeting, in accordance with the constitution of the Company and the
NZX Listing Rules.
The Board has a skills matrix and takes into account a number of factors including qualifications, experience and
skills when making Directorship recommendations to the shareholders. The collective capability of the current
Board is assessed against these requirements and the search then focuses on finding a Board member who will
best complement the current mix of capabilities on the Board.
Key information is provided to shareholders when a Director stands for election or re-election.
2.3 Written Agreements
The Company has written agreements with each Director, outlining the terms of their appointment. The Board
is satisfied that each Director has the necessary time available to devote to the position, broadens the Board’s
expertise and has the competencies to ensure the effective functioning of the Board.
The Company has arranged a policy of Directors’ and officers’ liability insurance. This policy covers the Directors
and officers so that any monetary loss suffered by them, as a result of actions undertaken by them as Directors
or officers, is insured to specified limits (and subject to legal requirements and/or restrictions).
2.4 Director Information
The Company’s Constitution requires a minimum of three Directors and provides for a maximum of nine.
As at the date of this report, the Board comprises fi ve Directors, of which two are ordinarily resident in
New Zealand. Profi les of each Director are available on the ArborGen website at www.arborgenholdings.com/
board-of-directors.
The Board has assessed that four of the fi ve Directors are Independent Directors for the purposes of the
NZX Listing Rules. In order for a Director to be independent, the Board has determined that he or she must not
be an executive of ArborGen and must have no Disqualifying Relationships as defi ned in the NZX Listing Rules. The
Board has given consideration to a number of factors to determine independence, including those listed in the NZX
Corporate Governance Code 2.4.
Directors are required to notify the Company of any interests they have that could impact an assessment of their
independence or their ability to act in the best interests of ArborGen. The Company has processes in place to
manage any confl icts of interest with Directors. Directors’ interests are disclosed on page 79 of the Annual Report.
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rborGen Holdings Limited and Subsidiaries Annual Report 2026
As at 31 March 2026, the Directors were:
DirectorRoleResidenceAppointed
Dave Knott
(1)
Non-independent ChairmanUSAAugust 2021
George AdamsIndependent DirectorNZAugust 2019
Tom AveryIndependent DirectorUSAJuly 2018
Ozey HortonIndependent DirectorUSAJuly 2018
Paul SmartIndependent DirectorNZAugust 2018
(1) Substantial Product Holder.
Board meetings are scheduled throughout the year, with other meetings to deal with certain matters arising from
time to time being held when necessary.
The table below sets out Director attendance at Board and committee meetings during FY26. In addition to the
formal Board and committee meetings held during the year, Directors regularly participate in discussions with
management on a variety of matters.
BoardAudit Committee
Remuneration
Committee
Number of meetings held422
Dav
e Knott422
George Adams422
Tom Avery422
Ozey Horton422
Paul Smart422
More information on Board committees is set out under the heading ‘Principle 3’.
2.5 Diversity
ArborGen has a culture of equity, fairness, and accountability and is focused on performance, growth and
employee development. The workforce spans a wide range of age, cultural profiles and backgrounds and
the Board and management believe diversity of thought helps innovation. The Code of Conduct guides
behaviour that creates a comfortable and rewarding workplace and ongoing training is provided on diversity
and inclusion topics.
The Company ensures its selection processes for recruitment and employee development opportunities
are free from bias and are based on merit and the Board has practices in place to ensure diversity and fairness
within the organisation. The Company has a flexible working programme that permits work/life balance.
ArborGen has a formal Diversity and Inclusion Policy which is published on the corporate website. ArborGen’s
Board sets and reviews measurable objectives for achieving and maintaining diversity and inclusion each year.
The Remuneration Committee provides oversight of employment practices and HR processes and practices.
The Board is satisfied that FY26 activities were in line with the Diversity and Inclusion Policy and supported the
company’s progress towards achieving its objectives.
65
Activities in FY26 included:
• reviewing the scorecard which measures employee composition by gender, age and ethnicity;
• tracking completion of employee training courses covering Leadership and Safety;
• conducting a remuneration review for all positions based on job descriptions and location. Salary adjustments
were proposed where appropriate based on this review; and
• completing the annual review of the Employee handbook, no amendments were required.
The officers of ArborGen Holdings (as defined by the NZX Listing Rules for the purposes of diversity reporting)
are the CEO and specific direct reports of the CEO having key functional responsibility. As at 31 March 2026,
officers were:
• Justin Birch, CEO
• Adriano Amaral de Almeida, GM Operations Brazil
• Christina Green, CFO
• Patrick Cumbie, VP of Product Development
As at 31 March 2026, females represented 10% of Directors and Officers of the Company (31 March 2025: 10%).
ArborGen
HoldingsFY26 FemaleFY26 Male
FY26 Gender
diverseFY25 FemaleFY25 Male
FY25 Gender
diverse
Directors050050
Offic
ers130130
2.6 Director Training and Education
Directors receive comprehensive information on the Company’s operations and have access to any additional
information they consider necessary for informed decision-making. The Company is committed to ensuring its
Directors have the knowledge and information to discharge their responsibilities effectively.
Directors are required under the Board Charter to continuously educate themselves on how they can
appropriately and effectively perform their duties as Directors.
All Directors have access to executives to discuss issues or obtain information on specific areas in relation to
matters to be discussed at Board meetings, or other areas as they consider appropriate. The Board committees
and Directors, subject to the approval of the Board chair, have the right to seek independent professional advice
at the Company’s expense, to enable them to carry out their responsibilities.
2.7 Board Performance and Review
The Chair conducts an informal review of and with each Director on an annual basis. The Board also conducts
annual reviews of the Board, each Committee, and individual Directors against the Board Charter.
2.8 Director Independence
The Board has a majority of Independent Directors (four of five). The sole non-Independent Director is
David Knott. See below for more information.
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rborGen Holdings Limited and Subsidiaries Annual Report 2026
2.9 Independent Chair
The Chairman, David Knott, is considered a non-executive, non-independent Chairman because he is a
substantial product holder of the Company. This is the only reason the Board considers David to be non-
independent, having given consideration to a range of other factors including tenure and related party
relationships. As such, his interests are directly aligned with all shareholder interests.
The Board has determined that the appointment of David as Chair is nevertheless appropriate given there
is a majority of Independent Directors on the Board and the benefits of his experience and direct institutional
knowledge. He is not involved in the day to day running of the business and does not have significant influence
over operational decisions.
2.10 Separation of the Chair and the CEO Roles
The Board supports the separation of the roles of chair and CEO. ArborGen’s CEO is not a Director on the
ArborGen Board.
Principle 3: Board Committees
‘The Board should use committees where this will enhance its effectiveness in key areas, while still retaining
Board responsibility.’
The Board has three standing committees, being the Audit Committee, the Remuneration Committee and the
Nominations Committee. Each committee operates under a Charter addressing purpose, constitution and
membership, authority, reporting procedures and evaluation of the committee. These Charters are published
on ArborGen’s corporate website.
The committees enhance the effectiveness of the Board through closer examination of issues and more efficient
decision making. However, the Board retains ultimate responsibility for the functions of its committees and
determines their responsibilities.
The Board appoints the members and chair of each committee, with the committee chair reporting committee
recommendations to the Board.
The Board regularly reviews the charters of each Board committee, the committees’ performance against those
charters and membership of each committee.
The Board believes that committee charters, committee membership and roles of committee members comply
with recommendations in the NZX Code.
67
Current membership of the Board Committees at 31 March 2026 is set out below.
CommitteeRoleMembers
Audit CommitteeAssist the Board in its oversight of the
int
egrity of financial reporting, financial
management and controls, external audit
quality independence.
Paul Smart (Chairman)
George Adams
Ozey Horton
Tom Avery
Remuneration CommitteeAssist the Board in evaluating the
performances of the senior executives of the
Company, setting the remuneration packages
for senior executives, and recommending
to the Board the remuneration of the senior
executives and Non-executive Directors.
George Adams (Chairman)
Tom Avery
Ozey Horton
Dave Knott
Paul Smart
Nominations CommitteeAssist the Board in ensuring appropriate
Board performance and composition and in
appointing Directors.
Dave Knott (Chairman)
George Adams
Tom Avery
Ozey Horton
Paul Smart
3.1 Audit Committee
The Audit Committee has a minimum of three members, is comprised solely of non-executive Directors of the
Company and is chaired by an Independent Director. It has been determined by the Board that several members
of the Audit Committee have an adequate accounting or financial background as defined in the NZX Listing
Rules. All of the members of the Audit Committee are Independent Directors.
One of the main purposes of the Audit Committee is to ensure the quality and independence of the external audit
process. The Committee makes enquiries of management and the external auditors so that it is satisfied as to
the validity and accuracy of all aspects of the Company’s financial reporting. All aspects of the external audit
are reported back to the Audit Committee and the external auditors are given the opportunity at Committee
meetings to meet with Directors.
The Audit Committee is well resourced and operates under a formal written Charter which is available on
ArborGen’s website.
3.2 Management Attendance at Audit Committee Meetings
Management attendance at committee meetings is by the Committee’s invitation only. Generally, the Committee
invites the CEO, CFO and audit partners from New Zealand, Brazil and the United States to attend meetings.
3.3 Remuneration Committee
The chair of the Remuneration Committee is an Independent Director as are three of the other four members.
Management may only attend Remuneration Committee meetings at the invitation of the Committee.
The Committee is well resourced and operates under a formal written charter which is available on
ArborGen’s website.
3.4 Nomination Committee
The majority of the members of the Nominations Committee are Independent Directors. The Committee is well
resourced and operates under a formal written charter which is available on ArborGen’s corporate website.
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rborGen Holdings Limited and Subsidiaries Annual Report 2026
3.5 Other Board Committees
Special purpose committees may be formed to review and monitor specific projects. There were no other Board
committees formed during FY26.
3.6 Control Transaction Protocols
In the event of a ‘control transaction’ as defined in the NZX Code, the Board’s protocols require the immediate
formation of a subcommittee (the Takeovers Committee), comprised of non-conflicted non-executive Directors,
which will have the authority to make binding decisions in respect of the control transaction, including:
• Retaining independent legal and financial advisers;
• Appointing an independent adviser;
• Negotiating with the bidder;
• Ensuring strict process separation and independence from interested Directors; and
• Approving any announcements or communications relating to the potential transaction.
The composition of the committee would be disclosed at the time the bid is made public.
Principle 4: Reporting and Disclosure
‘The Board should demand integrity in financial and non-financial reporting, and in the timeliness
and balance of corporate disclosures.’
4.1 Continuous Disclosure Policy
The Board is committed to providing accurate, adequate and timely information both to its shareholders
and to the market generally. This enables all investors to make informed decisions about the Company.
All significant announcements made to NZX, and reports issued, are posted on the Company’s website.
The Company has procedures in place to ensure that it complies with its continuous disclosure requirements
under the NZX Listing Rules. The Continuous Disclosure Policy governs the release to the market of all material
information that may affect the value of the Company. This policy is available on ArborGen’s corporate website.
4.2 Access to Key Governance Policies
Copies of the key governance documents, including the Continuous Disclosure Policy, Code of Conduct and
Ethics, Remuneration, Securities Trading Policy, Board and Committee Charters and Diversity and Inclusion,
ESG and Sustainability policies are available on the Company’s website.
www.arborgenholdings.com/governance-documents
4.3 Financial Reporting
The Board is ultimately responsible for ensuring the quality and integrity of the Company’s financial reports.
To achieve this, the Company has in place a structure to independently verify and safeguard the integrity of
the Group’s reporting. The Audit Committee constitutes a key component of this structure.
For the financial year ended 31 March 2026, the Directors believe that proper accounting records have been kept
which enable, with reasonable accuracy, the determination of the financial position of the Group and facilitate
compliance with the Financial Reporting Act 2013.
The Audit Committee has confirmed in writing to the Board that ArborGen’s external financial reports are
balanced, clear and objective and present a true and fair view in all material aspects.
ArborGen’s full year and half year financial statements are available on ArborGen’s website.
69
4.4 Non-financial Reporting
Non-financial information is provided on a regular basis to shareholders to allow them to measure the progress of
the Company. ArborGen discusses its strategic objectives and its progress against these in the Chair and CEO’s
commentary in shareholder reports and other market communications.
ArborGen’s aim is to care and protect the natural ecosystem and provide positive benefits for its people and
communities, while delivering robust financial performance and profitability for shareholders. The Company is on
a continuous journey to identify ways to measure and monitor its environmental and social impact. The Board
believes this will help to improve all aspects of the business and deliver positive benefits for all stakeholders.
Principle 5: Remuneration
‘The remuneration of Directors and executives should be transparent, fair and reasonable.’
The Company’s remuneration policies aim to attract and retain talented and motivated Directors and executives
who will contribute to enhancing the performance of the Company.
The framework for the determination and payment of Directors’ and senior executives’ remuneration is set out
in ArborGen’s Remuneration Policy, available on ArborGen’s corporate website. External advice is sought on a
regular basis to ensure remuneration is benchmarked to the market for senior management positions, Directors
and Board committee positions.
The Company believes it is appropriate to have Directors and executives’ remuneration aligned with the
performance of the Company, and that the ownership of ArborGen Holdings shares is a good way of achieving
this goal.
Further details on remuneration are provided in the Remuneration section of this Annual Report on pages 75 to 78.
5.1 Directors’ Remuneration
Shareholders fix the total remuneration available for Directors. Approval is sought for any increase in the pool
available to pay Directors’ fees, and any recommendations to shareholders regarding Director remuneration are
provided for approval in a transparent manner. If independent advice is sought by the Board, it will be disclosed
to shareholders as part of the approval process.
The last Director fee pool was approved by shareholders at the Annual Meeting in 2001 for a total fee pool
of NZ$800,000. Total fees paid in FY26 were NZ$315,001, with David Knott volunteering to reduce his Chair
fee to NZ$1.
Board policy is that no sum is paid to a Non-executive Director upon retirement or cessation of office.
While there is no formal requirement to do so, all Directors hold shares in the Company either personally or
through affiliates. Directors’ interests and share dealings in the Company are detailed on pages 75 and 79.
Remuneration for each Board role, effective from 1 November 2024 is as follows. Specific payments made to each
Director during FY26 as well as other related information, are set out in the Remuneration Report on page 75.
RoleFee NZ$
Chair$120,000
Non-e
xecutive Director$75,000
Committee Chair$7,500
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rborGen Holdings Limited and Subsidiaries Annual Report 2026
5.2 and 5.3 Executive and CEO Remuneration
ArborGen’s executive remuneration policies and practices are designed to attract, retain and motivate high
calibre people and create a performance-focussed culture. Details of executive and CEO Remuneration are
set out in the Remuneration Report on pages 75 to 78.
Principle 6: Risk Management
‘Directors should have a sound understanding of the material risks faced by the issuer and how to manage
them. The Board should regularly verify that the issuer has appropriate processes that identify and manage
potential and material risks.’
6.1 Risk Management Framework
ArborGen is committed to proactively managing risk. While this is the responsibility of the entire Board, the Audit
Committee assists the Board and provides additional oversight in regards to the risk management framework
and monitoring compliance and with that framework.
The Audit Committee carries out a robust risk assessment process which includes reviews with management and
the independent Auditor of significant risks and exposures of the Group, and assessments of risk mitigation steps
taken by management to minimise such risks. The Board receives regular reports of the material, emerging and
existing risks from management.
The executive team and senior management are required to regularly identify the major risks affecting the
business and develop structures, practices and processes to manage and monitor these risks. ArborGen has a
Risk Register that is regularly updated and discussed with the Board incorporating risk ratings both pre and post
risk mitigation controls. Risk assessments are reviewed and re-evaluated, with additional controls added in some
cases, following separate discussions with respective team members for each risk area, and the Board.
The Board is satisfied that ArborGen has in place a risk management process to effectively identify, manage and
monitor ArborGen’s principal risks. ArborGen maintains insurance policies that it considers adequate to meet its
insurable risks.
Climate is inherently linked to the nature of ArborGen’s business and the company proactively manages the risks
and opportunities that arise from climate change, in the same way it manages other risks and opportunities
facing the business.
71
ArborGen considers that the material risks facing the business are:
Description of RiskRisk Management
Reductions or cancellations
of seedling or
ders
• Detailed customer-by-customer planning process each year
• 20% limitation on order reductions in multi-year agreements (MYAs)
• Order reduction deadlines in non-MYA seedling sales agreements
• Take or pay obligations for reductions after order reduction deadlines
• Replacing cancelled volumes with new late season orders from other customers
Freezes during flower
pollination season reducing
annual seed production
volumes
• Build buffer seed inventory in the right genetics for each provenance
• Establish orchard blocks on properties outside of their typical range
for the provenance (e.g. Coastal orchards in Texas)
• Maintain redundant orchard capacity
Hurricane damage, or
other large scale natural
disaster-related damage,
to orchards
• Build appropriate levels of buffer seed inventory for each provenance
• Establish orchard blocks on properties outside of their typical range for the
provenance
• Recycle/renew orchards per standard orchard management on a schedule
to distribute orchard acres across ages
• Maintain redundant orchard capacity
Inability to bag all selected
flowers in orchards during
pollination due to an
accelerated season
• Build appropriate levels of buffer seed inventory for each provenance
• Establish orchard blocks on properties outside of their typical range for
the provenance
• Maintain redundant orchard capacity
Competition driving pricing
pressure
• Continue to differentiate from competitors based on advanced genetics
offered, superior service and seedling quality
• Review costs and footprint to improve margins
Advanced genetics
adoption
• Differentiate products and services through comprehensive sales and
marketing plans and field tours
• Focus on growing MCP sales especially in provenances with excess seed supply
• Continued development of new products to differentiate AG from competition
Cost inflation and contractor
cost increases in the
Brazilian market
• Increase in-house production to control costs, quality and volume
• Increase pricing of seedlings sold
• Select contract producers where costs can be controlled more effectively
Decrease in total demand
due to market conditions
in Brazil
• Work with outside consultants on Brazil market projections
• Strong market demand conditions projected for the next five years for both
pine and eucalyptus
• Maintain flexibility to reduce contractor production if demand is lower
Double taxation of Brazil
income and lack of tax
credits for tax paid in Brazil
• After consultation with KPMG, all modifications and actions have occurred
to limit exposure in this area
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rborGen Holdings Limited and Subsidiaries Annual Report 2026
6.2 Health and Safety
The health and safety of employees, customers and suppliers is critical and essential for ArborGen’s success.
Board and management are committed to delivering a safe workplace, and safety training is integral to
the Company’s zero-harm goal. Health and safety results are monitored and measured against zero-harm
expectations. The Company provides safety education programmes and has other continuous programme
initiatives in place to keep people safe at work. At ArborGen’s secure containment facilities, procedures are
designed to ensure compliance with regulatory requirements in each of the jurisdictions in which the Company
operates, including procedures to ensure employee safety at those facilities.
In FY26, the Total Case Incident Rate (TCIR) for all ArborGen facilities in all geographies was 1.06 (FY25: 0.8).
TCIR is defined as total number of recordable injuries and illness cases per 100 full-time employees that a site
has experienced in a given time frame.
Principle 7: Auditors
‘The Board should ensure the quality and independence of the external audit process.’
7.1 External Audit
The Board’s relationship with its external auditors is governed by the Audit Committee Charter. The Charter
includes provisions for the Committee’s responsibilities to maintain direct and indirect lines of communication
with the external audit function and to ensure that the ability and independence of the external audit function
to carry out its statutory audit role is not impaired, or could reasonably be perceived to be impaired.
Grant Thornton was appointed as the Company’s external auditor in September 2024. Consistent with best
practice, the audit partner is rotated at no greater than five yearly intervals, with the next lead partner rotation
due in 2029.
A formal engagement letter with Grant Thornton clearly sets out responsibilities in relation to the external audit
of the Group’s financial statements and financial systems.
The Audit Committee monitors the ongoing independence, quality and performance of the external auditors
and monitors audit partner rotation. The committee pre-approves any non-audit work undertaken by the
external auditors.
There were no non-audit services provided by Grant Thornton in FY26. The fees paid for audit services in FY26 are
presented in Note 7 of the Financial Report.
The external auditor attends all Audit Committee meetings and has sessions, at least semi-annually, with the
Audit Committee without management in attendance.
The Audit Committee is satisfi ed that the independence of Grant Thornton is not compromised by any relationship
between Grant Thornton and ArborGen or any related party or as a result of any non-audit services provided by
Grant Thornton, and has obtained confirmation from Grant Thornton to this effect.
7.2 Attendance at Annual Meeting
The external auditor attends the Annual Shareholders Meeting each year and is available to answer questions
from shareholders relevant to the audit.
7.3 Internal Audit
ArborGen does not have a dedicated Internal Auditor role. ArborGen has a number of internal controls overseen
by the Audit Committee as per the Audit Committee Charter, including controls for treasury, delegated authority,
and prevention and identification of fraud. As part of the external audit process, Grant Thornton provides
feedback on internal processes and functions.
73
Principle 8: Shareholder Rights and Relations
‘The Board should respect the rights of shareholders and foster constructive relationships with shareholders
that encourage them to engage with the issuer.’
8.1 Investor Website
Easy access to information about the performance of ArborGen and relevant investor and governance
information is available on the Company’s website www.arborgenholdings.com.
8.2 Engagement with Shareholders
The Board is committed to promoting good relations with the shareholders through effective communication,
ready access to information about the Company, and facilitating participation at shareholder meetings.
Shareholders are encouraged to attend the Annual Shareholders Meeting and may raise matters for discussion
at this event. The Annual Shareholders Meeting is streamed live and is accessible worldwide. All written
communications and reports are available on the Company’s website, as well as emailed to shareholders
who elect to be emailed.
Shareholders are given the option to communicate with the Company and its share registry electronically.
Approximately 55% of ArborGen’s shareholders have opted for email communications.
The Company has a formal continuous disclosure policy in place and the Company regularly communicates
to the market to ensure compliance with the NZX Rules on continuous disclosure.
8.3 Voting on Major Decisions
In accordance with the NZX Listing Rules, shareholders have the right to vote on major decisions which may
change the nature of the Company. Each shareholder has one vote per share and voting is conducted by polls.
8.4 Equity Offers
ArborGen did not undertake any capital raising during FY26. Should ArborGen consider raising additional
capital, the offer will be structured having regard to likely levels of shareholder participation and optimising
and enhancing the ability to maximise the level of capital raised. The Board will look to give all shareholders
an opportunity to participate in any capital raising.
8.5 Notice of Meeting
The notice of the Annual Shareholders Meeting is announced on the NZX, sent to shareholders and posted on the
Company’s website at least 20 working days prior to the meeting each year. The 2025 Notice of Meeting was sent
on 8 August 2025, with the meeting held on 10 September 2025.
74A
rborGen Holdings Limited and Subsidiaries Annual Report 2026
ArborGen’s Remuneration Committee supports the Board by assessing the performance and determining
the remuneration packages of the Company’s senior executives, as well as recommending the remuneration
for Non-executive Directors.
Further details are provided in the Corporate Governance Statement within this Annual Report including
information on the Remuneration Committee and attendance by committee members.
Director Remuneration
The Company’s remuneration policies aim to attract and retain talented and motivated directors and executives
who will contribute to enhancing the performance of the Company. The remuneration for each Board role is shown
on page 70.
Directors’ fees exclude GST, where applicable. Directors are entitled to be reimbursed for costs directly
associated with carrying out their duties, including travel costs. Board policy is that no sum is paid to a
non-executive director upon retirement or cessation of office. Directors do not participate in the Company’s
short- or long-term incentives.
The total amount of remuneration and other benefits received by the Directors during the year ended 31 March
2026 was NZ$315,001 as shown in the table below.
DirectorResponsibilityDirectors FeesCommittee FeesFY26 Total
DM KnottBoard ChairNZ$1NZ$1
(1)
TA AveryNZ$75,000NZ$75,000
OK Horton NZ$75,000NZ$75,000
PR SmartAudit Committee ChairNZ$75,000NZ$7,500NZ$82,500
THG AdamsRemuneration Committee ChairNZ$75,000NZ$7,500NZ$82,500
(1) David Knott volunteered to reduce his Chair fee to NZ$1.
Director Equity Holdings
The Company believes it is appropriate to have Directors’ and executives’ remuneration aligned with the
performance of the Company, and that the ownership of ArborGen Holdings’ shares is a good way of achieving
this goal. As at 31 March 2026, Directors of the Company held the following relevant interests (as defined in the
Financial Markets Conduct Act 2013) in ArborGen shares:
NamePositionNumber of Shares
DM KnottChairman and Non-executive Director137,663,111
TA AveryNon-executive Director
(1)
555,350
OK Horton Non-executive Director
(1)
555,350
PR SmartNon-executive Director
(1)
555,350
THG AdamsNon-executive Director
(2)
820,998
(1) Shares issued under the 2018 Share Plan (see the Company’s 2022 Annual Report for further details).
(2) Shares issued under the 2019 share plan.
Remuneration Report
75
Executive Remuneration
The Group’s Remuneration Policy aims to attract, retain and incentivise employees in order to drive and enhance
Company performance. Performance incentive payments are determined by the Remuneration Committee and are
calculated by measuring actual performance outputs against target individual and/or Company objectives.
In September 2019, the Board established a new share-based incentive scheme named the Rubicon Limited 2019
Omnibus Incentive Scheme (the Omnibus Incentive Scheme) permitting the Board or the Remuneration Committee
to grant various equity-based awards (including stock options, stock appreciation rights, restricted stock units and
other types of equity and cash awards) to offi cers, employees and directors of the ArborGen Group. The Omnibus
Incentive Scheme aims to align the interests of the Groups’ offi cers, employees and directors with those of the
Company’s shareholders over the longer term.
Under the Omnibus Incentive Scheme, the Remuneration Committee can, but is not obligated to, permit the
mandatory tax withholdings of equity-based awards to be satisfi ed by withholding shares to which the recipient
would otherwise be entitled. In that event, the Company would use its own cash to satisfy the withholding taxes
of the recipient and accordingly reduce the number of shares transferred upon vesting to the recipient.
There was a Long Term Incentive Plan approved dated 2026 which will vest under the LTI agreement in three
tranches as outlined in the agreement with 80% related to EBITDA targets and 20% related to revenue targets.
CEO Remuneration
Justin Birch commenced as CEO on 16 June 2023 and stepped down on 8 June 2026 (post-fi nancial year end). The
CEO’s remuneration package refl ected the complexity of the role, and the wide-ranging skills needed to do
it well and was intended to strongly align his interests with those of shareholders.
It comprised:
• A fi xed remuneration component comprising cash salary of US$457,100 (Base Salary for FY26)
• Annual short-term incentive of up to 100% of Base Salary:
- For fi scal year ended 31 March 2025 and each fi scal year thereafter:
(i) a cash bonus of up to 50% of then-current Base Salary; and
(ii) a bonus paid in ARB ordinary shares of up to 50% of then-current Base Salary, in each case subject to
meeting performance criteria determined by the Remuneration Committee (a portion of which will be paid
in cash for tax purposes).
• An equity grant of restricted ordinary shares (Restricted Shares), equal to 4% of ordinary shares in ARB subject to
shareholder approval (includes a cash portion to cover associated taxes) comprising:
- 50% Time-Based Shares: such Restricted Shares shall vest as follows:
(i) one third which vested on the fi rst anniversary of the employment commencement date (June 1, 2024); and
(ii) two thirds shall vest on the second anniversary date (June 1, 2025), in each case subject to completion of
continuous service with ArborGen or an affi liate until the applicable vesting date
- 50% Performance-Based Shares: such Restricted Shares would have vested as follows:
(i) one half of such Performance-Based Shares which did not vest on June 1, 2024, and
(ii) the other half of such Performance-Based Shares did not vest on June 1, 2025,
(iii) performance criteria directly related to adjusted GAAP EBITDA
(iv) all ordinary shares not vested will vest immediately upon a change of control.
• Long-Term Incentive Plan with ArborGen Leadership team dated 2026 which will vest under the LTI agreement
in three tranches as outlined in the agreement with 80% related to EBITDA targets and 20% related to revenue
targets with a total of 7,896,123 shares.
76A
rborGen Holdings Limited and Subsidiaries Annual Report 2026
The Board ensures that the CEO’s remuneration, including base salary, is aligned with appropriate market, rates
and reflects performance and delivery of sustainable shareholder value.
Further information on the CEO’s Remuneration was provided in the FY23 Notice of Meeting, where shareholders
approved the issue of 10,471,477 shares to the Justin Birch Trust, in addition to the 9,780,000 issued in July 2023.
The chart below shows total compensation paid in FY25 and FY26, though the STI incentive was earned in the
previous fiscal year of when paid.
Fixed RemunerationShort Term Incentive
(1)
Long Term Incentive
(2)
To t a l
Base
Salary
Other
benefits
Number
of Shares
Vested
Market
Value of
Shares
Cash
Number
of Shares
Vested
Market
Value of
Shares
Cash
(4)
FY25:
J Birch
$438,180$66,000535,719$45,259$121,903
(3)
1,827,696$156,141$132,208
(4)
$959,691
FY26:
J Bir
ch
$457,100$60,444–––3,655,392$308,818$261,483 $1,087,846
(1)
Earned based upon criteria of associated fiscal year, paid in the following year fiscal year.
(2) Earned based upon anniversary of employment (1 June 2025 and 1 June 2024).
(3) Includes cash-based bonus along with incremental cash associated with the withholding taxes of the recipient,
which subsequently reduced the number of shares transferred upon vesting to the recipient.
(4) Cash associated with the withholding taxes of the recipient, which subsequently reduced the number of shares
transferred upon vesting to the recipient.
FY26 STI Outcome
The STI outcome is set at 100% base salary and is earned as cash and a stock remuneration (50%/50%) with a
portion to be paid in cash for tax purposes.
Adjusted GAAP EBITDA along with strategic initiatives which are related to sales and marketing, strategic
investments in Brazil and securing the sustainability of long-term business functioning. Due to shortfall of
budget and cashflow expectations, STI’s were not paid to any employees for FY26.
Performance HurdlesSTI WeightingWeighted Outcome
Financial Performance60%0%
Str
ategic Initiatives40%0%
77
Employee Remuneration
In accordance with Section 211 of the Companies Act, remuneration and other benefits (including performance
benefits and any redundancy payments) which in total exceeded NZ$100,000 per annum received by employees
of ArborGen and its subsidiaries (i.e. including ArborGen Inc and its respective subsidiaries) in the period ended
31 March 2026 is summarised in the following table:
Payments include Salary, Commissions, Incentive Bonus
$NZDNumber of Employees
$100,000 to$110,000 10
$110,000 to$120,000 8
$120,000 to$130,000 5
$130,000 to$140,000 6
$140,000 to$150,000 4
$150,000 to$160,000 5
$160,000 to$170,000 5
$170,000 to$180,000 3
$180,000 to$190,000 1
$190,000 to$200,000 3
$200,000 to$210,000 3
$210,000 to$220,000 2
$220,000 to$230,000 3
$230,000 to$240,000 6
$240,000 to$250,000 1
$260,000 to$270,000 1
$270,000 to$280,000 4
$280,000 to$290,000 2
$320,000 to$330,000 1
$340,000 to$350,000 1
$360,000 to$370,000 1
$410,000 to$420,000 1
$800,000 to$810,000 1
Dealings in Company Securities
CEO Justin Birch purchased 750,000 shares on-market on 26-28 August 2025. There has been no trading in
ArborGen Holdings’ shares by Directors during the twelve-month period ended 31 March 2026 other than vesting
of shares under the Non-Executive Directors’ Share Plans and the issuance of shares under the Executive Fixed
Trading Plan:
• No shares were issued for the short-term incentive for FY26.
78A
rborGen Holdings Limited and Subsidiaries Annual Report 2026
Interests Register
Directors’ certificates to cover entries in the Interests Register made during the twelve-month period ended
31 March 2026 in respect of remuneration, dealing in the Company’s securities, insurance and other interests have
been separately disclosed as required by the New Zealand Companies Act 1993.
Directors’ Interests
The following are particulars of general disclosures of interest given by the Directors of the Company as at the
date of this report pursuant to section 140(2) of the Companies Act 1993:
Relationship
DM KnottKnott Partners, LPManaging Member
Daida LLCBoard Member
The HiGro Group, LLCAdvisory Board
Knott Family FoundationPresident
The Max Stenbeck Charitable FundBoard Member
UNC Arts and Sciences FoundationDirector
SCAN-HarborBoard Member
THG AdamsApollo Foods LimitedExecutive Chairman and shareholder
Insightful Mobility LimitedChairman and shareholder
Netlogix Group HoldingsChairman
New Zealand Frost Fans Holdco LimitedChairman
Synlait Milk LimitedChairman
Synlait Milk Finance LimitedChairman
Red Shield Security LimitedChairman
TA AveryCRA International IncDirector and shareholder
KIPP Metro AtlantaDirector
PowerUP ScholarshipDirector
Scheller Business School , Georgia Institute
of Technology
Advisory Board Member
Southeast Pet IncAdvisory Board Member
OK HortonLouisiana-Pacific CorporationDirector and shareholder
Worthington Enterprises, IncDirector and shareholder
MUSC Hollings Cancer CenterAdvisory Board Member
Liberty Fellowship FoundationMentor
The Clergy Society in the State
of South Carolina
Investment Committee Chairman
PR SmartArgus Innovation Group LimitedDirector
Genus ABS (NZ) LimitedDirector
Bellbird TrustTrustee
Saddleback TrustTrustee and Beneficiary
Sunrise Consulting LimitedDirector
During the twelve-month period ended 31 March 2026 Directors advised the following resignations:
Relationship
OK HortonAl Dabbagh GroupAdvisory Board Director
Statutory Information
79
Subsidiary Company Directors
The following persons held office as directors of subsidiary companies as at 31 March 2026. No director of any
subsidiary receives any remuneration or other benefits as a director.
Rubicon Forests Holdings Limited DM Knott, PR Smart
Rubicon Industries USA LLC DM Knott
ArborGen IncDM Knott, TA Avery, JH Birch,
OK Horton, PR Smart, THG Adams
ArborGen Comercio de Produtos Florestais
Importacao e Exportacao LTDA
A Amaral de Almeida
ArborGen Tecnologia Florestal LTDA A Amaral de Almeida
Shareholder Information
The Company’s shares are listed on the Main Board of NZX Limited. The 20 shareholders of record with the
largest holdings of shares at 1 May 2026 were:
Number of
shares
% of
shares
HSBC Nominees (New Zealand) Limited - NZCSD 154,308,086 29.52
Citibank Nominees (New Zealand) Limited - NZCSD 127,679,753 24.43
Accident Compensation Corporation - NZCSD 38,189,478 7.31
JBWere (NZ) Nominees Limited 24,873,499 4.76
Squirrel a/c - A Mansell, S Pearson & J Pearson 20,504,938 3.92
Sky Hill Limited 20,047,043 3.84
Restricted Shares a/c - PR Smart 14,554,782 2.78
JPMorgan Chase Bank NA NZ Branch - NZCSD 9,630,389 1.84
Justin Birch 7,365,735 1.41
The Aspiring Fund - Public Trust - NZCSD 5,343,562 1.02
S Moriarty 5,320,000 1.02
A Baum 4,703,351 0.90
H Fletcher & S Fletcher 4,318,182 0.83
M Taylor 3,680,000 0.70
New Zealand Depository Nominee Limited 3,464,554 0.66
Moriarty Superannuation Fund – S & D Moriarty 2,710,124 0.52
The So Proud a/c – S Godfrey, D Toothill & M Godfrey 2,639,027 0.50
K Chiam 2,241,937 0.43
G Simms 1,875,000 0.36
Ian Douglas Family a/c - I & A Douglas 1,819,985 0.35
Total455,269,425 87.10
80A
rborGen Holdings Limited and Subsidiaries Annual Report 2026
Distribution of Shareholders and Holdings as at 1 May 2026
Number of shareholders Number of shares
Size of holdingNumber%Number%
1-999 1,719 35.04 1,119,574 0.21
1,000–9,999 2,620 53.40 6,829,124 1.31
10,000–49,999 356 7.26 7,139,877 1.37
50,000–99,999 64 1.30 4,443,669 0.85
100,000 and over 147 3.00 503,186,056 96.26
Total
(1)
4,906 100.00 522,718,300 100.00
(1) Includes shares issued under the Non-Executive Directors Share Plan.
Domicile of Shareholders and Holdings as at 1 May 2026
Number of shareholders Number of shares
Number%Number%
New Zealand3,91579.80350,448,39767.04
Australia60812.38132,138,22125.28
United Kingdom1462.9820,608,7323.94
United States of America1452.961 6 ,71 7, 1 1 73.20
Other921.882,805,8330.54
Total
(1)
4,906 100.00522,718,300100.00
(1) Includes shares issued under the Non-Executive Directors Share Plan. .
Substantial Product Holders
The following information is given under section 293 of the Financial Markets Conduct Act 2013. As at 31 March 2026,
the following shareholders are registered by the Company as Substantial Product Holders in the Company. Information
is based on substantial product holder notices fi led with the NZX and the Company’s share register at 31 March 2026.
The total number of voting securities (fully paid ordinary shares) as at 31 March 2026 was 522,718,300.
Substantial product holderNumber of voting securities held at date of notice
Dave Knott137,663,111
Knott Partners
(1)
127,759,606
Libra Fund LP / Ranjan Tandon77,149,367
Accident Compensation Corporation38,198,478
Greensprings Capital LP33,563,479
(1) Dave Knott is the sole shareholder, Director and President of Knott Partners, LP. His total shareholding of
137,663,111 includes the 127,759,606 shares held by Knott Partners.
81
Other
Directors’ and Officers’ Indemnity and Insurance
In accordance with section 162 of the Companies Act 1993 and the constitution of the Company, the Company
has given indemnities to, and has effected insurance for, Directors and executives of ArborGen and its related
companies which indemnify and insure Directors and executives against monetary losses as a result of actions or
omissions by them in the course of their duties. The Company shall maintain insurance cover for the Directors and
executives for a period of seven years following the date the Director or executive has ceased to be a Director or
executive of the Company. Excluded from the indemnity are actions of criminal liability or breach of the Director’s
duty to act in what they believe to be the best interests of the Company.
Donations
During the twelve-month period ended 31 March 2026, the total amount of donations made by ArborGen and its
subsidiaries was $1,400 (2025 $343). The Company does not donate to political parties.
Credit Rating
ArborGen has not sought a credit rating.
NZX Waivers
No NZX waivers were granted to the Company by NZX, or otherwise relied upon by the Company, under the
NZX Listing Rules during the period from 1 April 2025 to 31 March 2026.
82A
rborGen Holdings Limited and Subsidiaries Annual Report 2026
Registered Office
Level 15, PwC Tower,
15 Customs Street West,
Auckland 1010, New Zealand
PO Box 68 249, Victoria Street West,
Auckland 1141, New Zealand
Telephone: +64 9 356 9800
Email: info
@
arborgenholdings.com
Website: www.arborgenholdings.com
Directors
Dave Knott, Chairman (USA)
(1)
George Adams, Independent Director (NZ)
Ozey Horton, Independent Director (USA)
Paul Smart, Independent Director (NZ)
Tom Avery, Independent Director (USA)
Share Registry
Computershare Investor Services Limited
Private Bag 92119,
Auckland 1142, New Zealand
Ph: +64 9 488 8777
Fax: +64 9 488 8787
Email: enquiry
@
computershare.co.nz
Website: www.computershare.co.nz
Auditor
Grant Thornton New Zealand Audit Limited
Solicitor
DLA Piper
Directory
(1) Substantial Product Holder.
83
www.arborgenholdings.com
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.