ArborGen Holdings Issues New Shares

Capital Change Notice



Section 1: Issuer information
Name of issuer ArborGen Holdings Limited
NZX ticker code ARB
Class of financial product Ordinary
ISIN (If unknown, check on NZX website) NZRBCE0001S3
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 3,514,844
Nominal value (if any)
Issue/acquisition/redemption price per security $0.184992
Nature of the payment (for example, cash or other
consideration)
The consideration is compensation that would
otherwise have been payable pursuant to an
Employment Agreement upon cessation of
employment, in cash (refer below).
Amount paid up (if not in full) Full
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the
number of Financial Products of the Class,
excluding any Treasury Stock, in existence)
0.70%

For an issue of Convertible Financial Products or
Options, the principal terms of Conversion (for
example the Conversion price and Conversion date
and the ranking of the Financial Product in relation
to other Classes of Financial Product) or the Option
(for example, the exercise price and exercise date)
n/a
Reason for issue/acquisition/redemption and
specific authority for issue/acquisition/redemption/
(the reason for change must be identified here)
Pursuant to an Agreement entered into on 3
December 2022 between Andrew Baum,
ArborGen Holdings Limited (ARB) and ArborGen
Inc (the “Agreement”), Andrew Baum (“Baum”) is
entitled to receive ARB ordinary shares in lieu of
the cash compensation that he would have
otherwise received under his Employment
Agreement with ArborGen Inc (the “Separation
Shares”) upon cessation of his employment.

The Separation Shares are issuable on the date
Baum steps down from his role as CEO of
ArborGen Inc (16 June 2023 or the “Separation
Date”) or as soon as practicable thereafter.

The number of Separation Shares has been
calculated by dividing (i) the New Zealand dollar
equivalent (converted at prevailing interest rates
on the Separation Date) of Baum’s Base Salary of
US$405,736, by (ii) the price per Separation
Share (the “Issue Price”) which is the Average
Market Price (as defined in the NZX Listing Rules,
where “Day A” is the Separation Date).

Accordingly, 3,514,844 new ARB ordinary shares
were issued at the 5-day VWAP of NZ$0.184992
per share equivalent to NZ$650,218 in value,
(being US$405,736 converted at an NZD/USD
exchange rate of 0.6240).

The Agreement also provides -

(i) All outstanding Restricted Share Units (RSUs)
held by Baum and all outstanding cash awards
pursuant to the 2021 Long Term Incentive
(LTI) plan shall terminate, effective as of the
Separation Date.
(ii) Baum will receive a cash payment equivalent
to the taxes due as a result of the Separation
Shares.
The issuance of the Separation Shares was
approved by an ARB board resolution on 3
December 2022.
Total number of Financial Products of the Class
after the issue/acquisition/redemption/Conversion
(excluding Treasury Stock) and the total number of
Financial Products of the Class held as Treasury
Stock after the issue/acquisition/redemption.
506,286,926
In the case of an acquisition of shares, whether
those shares are to be held as treasury stock
n/a
Specific authority for the issue, acquisition, or
redemption, including a reference to the rule
pursuant to which the issue, acquisition, or
redemption is made
Rule 4.6
Terms or details of the issue, acquisition, or
redemption (for example: restrictions, escrow
arrangements)
Baum cannot sell the Separation Shares or
engage in any other transaction that would
transfer the beneficial economic interest in the
Separation Shares for a period of 12 months.
Date of issue/acquisition/redemption 21/6/2023
Section 3: Authority for this announcement and contact person
Name of person

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

21/6/2023