Disclosure of Senior Managers Relevant Interest

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:
29 September 2023
Date of last disclosure:
2 August 2023
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:
9,780,000
Number held in class after acquisition or disposal:
Ordinary Shares: 20,251,477
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 September 2023
Nature of transaction:
Pursuant to the resolution passed at the shareholders meeting
on 20 September 2023, his Employment Agreement, and a
Restricted Share Agreement between Justin Birch and ARB
dated 27 September 2023, Justin Birch is entitled to be issued
certain Restricted Shares. 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 are 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: 10,471,477
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:
29 September 2023
Name and title of authorised person:
Sharon Ludher-Chandra Company Secretary