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Disclosure of Directors & Senior Managers Relevant Interest

Insider/Shareholder Notice1 August 2023ARBIndustrials

Ongoing Disclosure Notice
Disclosure of Directors and Senior Managers Relevant Interests

Sections 297(2) and 298(2), Financial Markets Conduct Act 2013

To NZX Limited; and

Name of listed issuer:

ArborGen Holdings Limited

Date this disclosure made:

2 August 2023

Date of last disclosure:

N/A

Director or senior manager giving disclosure

Full name(s):

Justin Birch

Name of listed issuer:

ArborGen Holdings Limited

Name of related body corporate (if applicable):

N/A

Position held in listed issuer:

Chief Executive Officer

Summary of acquisition or disposal of relevant interest (excluding specified derivatives)

Class of affected quoted financial products:

ARB Ordinary Shares

Nature of the affected relevant interest(s):

Restricted ARB Ordinary Shares ("Restricted Shares")

pursuant to an Executive Employment Agreement

between Justin Birch and ArborGen, Inc. dated 23 May

2023 (the “Employment Agreement”).

For that relevant interest-

Number held in class before acquisition or disposal:

None

Number held in class after acquisition or disposal:

Ordinary Shares: 9,780,000

Current registered holder(s):

N/A

Registered holder(s) once transfers are registered:

Alexander James Brown ("Trustee"), as trustee for

“Justin Birch Trust”

Details of transactions giving rise to acquisition or disposal

Total number of transactions to which notice relates: 1

Details of transactions requiring disclosure-
Date of transaction:27 July 2023

Nature of transaction:

Pursuant to the Employment Agreement, and a

Restricted Share Award Agreement between Justin

Birch and ARB dated 27 July 2023, Justin Birch is

entitled to be issued certain Restricted Shares (subject

to certain conditions set out in the Employment

Agreement). The Restricted Shares are subject to

certain time-based or performance-based vesting

criteria. If the applicable vesting criteria is not satisfied

by the relevant time, the applicable shares will be

forefeited for no consideration. Pursuant to the terms

of the trust deed between ARB, Justin Birch and the

Trustee dated 27 July 2023, the Restricted Shares

were issued to the Trustee of the Justin Birch Trust in

order to provide ARB and its shareholders with a

higher level of comfort in relation to the enforcement of

the relevant transfer restrictions and the forfeiture

arrangements.

Name of any other party or parties to the transaction (if known):N/A

The consideration, expressed in New Zealand dollars, paid or received for the

acquisition or disposal. If the consideration was not in cash and cannot be readily

by converted into a cash value, describe the consideration:

The consideration is for services to be rendered by

Justin Birch to ArborGen, Inc in his capacity as the

President and Chief Executive Officer of ArborGen,

Inc.

Number of financial products to which the transaction related: 9,780,000

If the issuer has a financial products trading policy that prohibits directors or

senior managers from trading during any period without written clearance (a closed

period) include the following details—

Whether relevant interests were acquired or disposed of during a closed period:No

Whether prior written clearance was provided to allow the acquisition or disposal to

proceed during the closed period:N/A

Date of the prior written clearance (if any):

N/A

Summary of other relevant interests after acquisition or disposal:

Class of quoted financial products:N/A

Nature of relevant interest:N/A

For that relevant interest,-

Number held in class:N/A

Current registered holder(s):N/A

For a derivative relevant interest,-

Type of derivative:N/A

Details of derivative,-
The notional value of the derivative (if any) or the notional amount of underlying

financial products (if any):

A statement as to whether the derivative is cash settled or physically settled:

Maturity date of the derivative (if any):

Expiry date of the derivative (if any):

The price's specified terms (if any):

Any other details needed to understand how the amount of the consideration

payable under the derivative or the value of the derivative is affected by the value

of the underlying financial products:

For that derivative relevant interest,-

Parties to the derivative:

If the director or senior manager is not a party to the derivative, the nature of the

relevant interest in the derivative:

Certification

I, Sharon Ludher-Chandra, certify that, to the best of my knowledge and belief, the

information contained in this disclosure is correct and that I am duly authorised to

make this disclosure by all persons for whom it is made.

Signature of director or officer:

Date of signature:

or

Signature of person authorised to sign on behalf of director or officer:

Date of signature:

2 August 2023

Name and title of authorised person:

Sharon Ludher-Chandra Company Secretary

---

Ongoing Disclosure Notice
Disclosure of Directors and Senior Managers Relevant Interests

Sections 297(2) and 298(2), Financial Markets Conduct Act 2013

To NZX Limited; and

Name of listed issuer:

ArborGen Holdings Limited

Date this disclosure made:

2 August 2023

Date of last disclosure:

3 August 2022

Director or senior manager giving disclosure

Full name(s):

Weiming Wang

Name of listed issuer:

ArborGen Holdings Limited

Name of related body corporate (if applicable):

N/A

Position held in listed issuer:

Director of Vitro Technology Development

Summary of acquisition or disposal of relevant interest (excluding specified derivatives)

Class of affected quoted financial products:

ARB Ordinary Shares

Nature of the affected relevant interest(s):

Right to acquire restricted share units (RSUs)

convertible into ARB Ordinary Shares, subject to

performance targets and vesting criteria being met

For that relevant interest-

Number held in class before acquisition or disposal:

2021 RSUs (awarded): 72,671

Ordinary Shares: 145,342

Number held in class after acquisition or disposal:Ordinary Shares: 218,013

Current registered holder(s):

Weiming Wang

Registered holder(s) once transfers are registered:

Weiming Wang

Details of transactions giving rise to acquisition or disposal

Total number of transactions to which notice relates: 1

Details of transactions requiring disclosure-
Date of transaction:27 July 2023

Nature of transaction:

Entry into Conditional Restricted Share Unit Agreement

(RSU Agreement) to receive ArborGen RSUs, subject

to ArborGen's achievement of certain financial

performance hurdles in accordance with the ArborGen

2021 LTI Plan.

147,243 RSUs were awarded in July 2021 pursuant to

the RSU Agreement. The RSUs will vest as ARB

Ordinary Shares in three equal tranches on three

separate vesting dates, provided that the holder of the

RSU remains employed by the ArborGen group on the

applicable vesting date. On 9 July 2021, the first

tranche of 72,671 vested as ARB Ordinary Shares. On

26 July 2022, the second tranche of 72,671 vested as

ARB Ordinary Shares. On 27 July 2023, the third

tranche of 72,671 vested as ARB Ordinary Shares.

Name of any other party or parties to the transaction (if known):N/A

The consideration, expressed in New Zealand dollars, paid or received for the

acquisition or disposal. If the consideration was not in cash and cannot be readily

by converted into a cash value, describe the consideration:

No cash consideration is payable for the RSUs

awarded or the Ordinary Shares vested. The

consideration for the RSUs is the services rendered by

the participant over the 2021 LTI Plan period.

Number of financial products to which the transaction related: 72,671 Ordinary Shares

If the issuer has a financial products trading policy that prohibits directors or

senior managers from trading during any period without written clearance (a closed

period) include the following details—

Whether relevant interests were acquired or disposed of during a closed period:No

Whether prior written clearance was provided to allow the acquisition or disposal to

proceed during the closed period:N/A

Date of the prior written clearance (if any):

N/A

Summary of other relevant interests after acquisition or disposal:

Class of quoted financial products:N/A

Nature of relevant interest:N/A

For that relevant interest,-

Number held in class:N/A

Current registered holder(s):N/A

For a derivative relevant interest,-

Type of derivative:N/A

Details of derivative,-

The notional value of the derivative (if any) or the notional amount of underlying

financial products (if any):

A statement as to whether the derivative is cash settled or physically settled:

Maturity date of the derivative (if any):

Expiry date of the derivative (if any):

The price's specified terms (if any):

Any other details needed to understand how the amount of the consideration

payable under the derivative or the value of the derivative is affected by the value

of the underlying financial products:

For that derivative relevant interest,-

Parties to the derivative:

If the director or senior manager is not a party to the derivative, the nature of the

relevant interest in the derivative:

Certification
I, certify that, to the best of my knowledge and belief, the information contained in

this disclosure is correct and that I am duly authorised to make this disclosure by

all persons for whom it is made.

Signature of director or officer:

Date of signature:

or

Signature of person authorised to sign on behalf of director or officer:

Date of signature:

2 August 2023

Name and title of authorised person:

Sharon Ludher-Chandra Company Secretary

---

Ongoing Disclosure Notice
Disclosure of Directors and Senior Managers Relevant Interests

Sections 297(2) and 298(2), Financial Markets Conduct Act 2013

To NZX Limited; and

Name of listed issuer:

ArborGen Holdings Limited

Date this disclosure made:

2 August 2023

Date of last disclosure:

3 August 2022

Director or senior manager giving disclosure

Full name(s):

Kathy Reeves Parker

Name of listed issuer:

ArborGen Holdings Limited

Name of related body corporate (if applicable):

N/A

Position held in listed issuer:

Vice President, Finance & Accounting

Summary of acquisition or disposal of relevant interest (excluding specified derivatives)

Class of affected quoted financial products:

ARB Ordinary Shares

Nature of the affected relevant interest(s):

Right to acquire restricted share units (RSUs)

convertible into ARB Ordinary Shares, subject to

performance targets and vesting criteria being met

For that relevant interest-

Number held in class before acquisition or disposal:

2021 RSUs (awarded): 142,400

Ordinary Shares: 284,800

Number held in class after acquisition or disposal:Ordinary Shares: 427,200

Current registered holder(s):

Kathy Parker

Registered holder(s) once transfers are registered:

Kathy Parker

Details of transactions giving rise to acquisition or disposal

Total number of transactions to which notice relates: 1

Details of transactions requiring disclosure-
Date of transaction:27 July 2023

Nature of transaction:

Entry into Conditional Restricted Share Unit Agreement

(RSU Agreement) to receive ArborGen RSUs, subject

to ArborGen's achievement of certain financial

performance hurdles in accordance with the ArborGen

2021 LTI Plan.

427,201 RSUs were awarded in July 2021 pursuant to

the RSU Agreement. The RSUs will vest as ARB

Ordinary Shares in three equal tranches on three

separate vesting dates, provided that the holder of the

RSU remains employed by the ArborGen group on the

applicable vesting date. On 9 July 2021, the first

tranche of 142,400 vested as ARB Ordinary Shares.

On 26 July 2022, the second tranche of 142,400

vested as ARB Ordinary Shares. On 27 July 2023, the

third tranche of 142,400 vested as ARB Ordinary

Shares.

Name of any other party or parties to the transaction (if known):N/A

The consideration, expressed in New Zealand dollars, paid or received for the

acquisition or disposal. If the consideration was not in cash and cannot be readily

by converted into a cash value, describe the consideration:

No cash consideration is payable for the RSUs

awarded or the Ordinary Shares vested. The

consideration for the RSUs is the services rendered by

the participant over the 2021 LTI Plan period.

Number of financial products to which the transaction related: 142,400 Ordinary Shares

If the issuer has a financial products trading policy that prohibits directors or

senior managers from trading during any period without written clearance (a closed

period) include the following details—

Whether relevant interests were acquired or disposed of during a closed period:No

Whether prior written clearance was provided to allow the acquisition or disposal to

proceed during the closed period:N/A

Date of the prior written clearance (if any):

N/A

Summary of other relevant interests after acquisition or disposal:

Class of quoted financial products:N/A

Nature of relevant interest:N/A

For that relevant interest,-

Number held in class:N/A

Current registered holder(s):N/A

For a derivative relevant interest,-

Type of derivative:N/A

Details of derivative,-

The notional value of the derivative (if any) or the notional amount of underlying

financial products (if any):

A statement as to whether the derivative is cash settled or physically settled:

Maturity date of the derivative (if any):

Expiry date of the derivative (if any):

The price's specified terms (if any):

Any other details needed to understand how the amount of the consideration

payable under the derivative or the value of the derivative is affected by the value

of the underlying financial products:

For that derivative relevant interest,-

Parties to the derivative:

If the director or senior manager is not a party to the derivative, the nature of the

relevant interest in the derivative:

Certification
I, certify that, to the best of my knowledge and belief, the information contained in

this disclosure is correct and that I am duly authorised to make this disclosure by

all persons for whom it is made.

Signature of director or officer:

Date of signature:

or

Signature of person authorised to sign on behalf of director or officer:

Date of signature:

2 August 2023

Name and title of authorised person:

Sharon Ludher-Chandra Company Secretary

---

Ongoing Disclosure Notice
Disclosure of Directors and Senior Managers Relevant Interests

Sections 297(2) and 298(2), Financial Markets Conduct Act 2013

To NZX Limited; and

Name of listed issuer:

ArborGen Holdings Limited

Date this disclosure made:

2 August 2023

Date of last disclosure:

3 August 2022

Director or senior manager giving disclosure

Full name(s):

Patrick Cumbie

Name of listed issuer:

ArborGen Holdings Limited

Name of related body corporate (if applicable):

N/A

Position held in listed issuer:

Director of Product Development

Summary of acquisition or disposal of relevant interest (excluding specified derivatives)

Class of affected quoted financial products:

ARB Ordinary Shares

Nature of the affected relevant interest(s):

Right to acquire restricted share units (RSUs)

convertible into ARB Ordinary Shares, subject to

performance targets and vesting criteria being met

For that relevant interest-

Number held in class before acquisition or disposal:

2021 RSUs (awarded): 49,081

Ordinary Shares: 98,162

Number held in class after acquisition or disposal:Ordinary Shares: 147,243

Current registered holder(s):

Patrick Cumbie

Registered holder(s) once transfers are registered:

Patrick Cumbie

Details of transactions giving rise to acquisition or disposal

Total number of transactions to which notice relates: 1

Details of transactions requiring disclosure-
Date of transaction:27 July 2023

Nature of transaction:

Entry into Conditional Restricted Share Unit Agreement

(RSU Agreement) to receive ArborGen RSUs, subject

to ArborGen's achievement of certain financial

performance hurdles in accordance with the ArborGen

2021 LTI Plan.

147,243 RSUs were awarded in July 2021 pursuant to

the RSU Agreement. The RSUs will vest as ARB

Ordinary Shares in three equal tranches on three

separate vesting dates, provided that the holder of the

RSU remains employed by the ArborGen group on the

applicable vesting date. On 9 July 2021, the first

tranche of 49,081 vested as ARB Ordinary Shares. On

26 July 2022, the second tranche of 49,081 vested as

ARB Ordinary Shares. On 27 July 2023, the third

tranche of 49,081 vested as ARB Ordinary Shares.

Name of any other party or parties to the transaction (if known):N/A

The consideration, expressed in New Zealand dollars, paid or received for the

acquisition or disposal. If the consideration was not in cash and cannot be readily

by converted into a cash value, describe the consideration:

No cash consideration is payable for the RSUs

awarded or the Ordinary Shares vested. The

consideration for the RSUs is the services rendered by

the participant over the 2021 LTI Plan period.

Number of financial products to which the transaction related: 49,081 Ordinary Shares

If the issuer has a financial products trading policy that prohibits directors or

senior managers from trading during any period without written clearance (a closed

period) include the following details—

Whether relevant interests were acquired or disposed of during a closed period:No

Whether prior written clearance was provided to allow the acquisition or disposal to

proceed during the closed period:N/A

Date of the prior written clearance (if any):

N/A

Summary of other relevant interests after acquisition or disposal:

Class of quoted financial products:N/A

Nature of relevant interest:N/A

For that relevant interest,-

Number held in class:N/A

Current registered holder(s):N/A

For a derivative relevant interest,-

Type of derivative:N/A

Details of derivative,-

The notional value of the derivative (if any) or the notional amount of underlying

financial products (if any):

A statement as to whether the derivative is cash settled or physically settled:

Maturity date of the derivative (if any):

Expiry date of the derivative (if any):

The price's specified terms (if any):

Any other details needed to understand how the amount of the consideration

payable under the derivative or the value of the derivative is affected by the value

of the underlying financial products:

For that derivative relevant interest,-

Parties to the derivative:

If the director or senior manager is not a party to the derivative, the nature of the

relevant interest in the derivative:

Certification
I, certify that, to the best of my knowledge and belief, the information contained in

this disclosure is correct and that I am duly authorised to make this disclosure by

all persons for whom it is made.

Signature of director or officer:

Date of signature:

or

Signature of person authorised to sign on behalf of director or officer:

Date of signature:

2 August 2023

Name and title of authorised person:

Sharon Ludher-Chandra Company Secretary

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.

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