ArborGen Holdings Limited — Director's Dealing 2021

Jul 15, 2021

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Ongoing Disclosure Notice

Disclosure of Directors and Senior Managers Relevant Interests

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

ToNZX Limited; and
Name of listed issuer:		ArborGen HoldingsLimited
Date this disclosure made:		15 July2021
Date of last disclosure:		2October 2020
Director or senior managergiving disclosure
Full name(s):		Andrew Mark Baum
Name of listed issuer:		ArborGen HoldingsLimited
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: ARBOrdinary Shares Nature of the affected relevant interest(s): Right to acquire restricted share units (RSUs) convertible into ARB Ordinary Shares, subject to the vestingcriteria beingmet
Class of affected quoted financial products:		ARBOrdinary Shares
Nature of the affected relevant interest(s):		Right to acquire restricted share units (RSUs) convertible into ARB Ordinary Shares, subject to the vestingcriteria beingmet
For that relevant interest-
Number held in class before acquisition or disposal:		RSUs: up to 1,822,800 OrdinaryShares: 216,437
Number held in class after acquisition or disposal:		RSUs: 972,160 OrdinaryShares: 702,427
Current registered holder(s):		Andrew Mark Baum
Registered holder(s)once transfers are registered:		Andrew Mark Baum
Summary of acquisition or disposal of specified derivatives relevant interest (if applicable) Type of affected derivative: N/A Class of underlyingfinancialproducts: N/A Details of affected derivative- The notional value of the derivative (if any) or the notional amount of underlying financialproducts(if any): A statement as to whether the derivative is cash settled orphysicallysettled:
		N/A
		N/A
The notional value of the derivative (if any) or the notional amount of underlying financialproducts(if any):
A statement as to whether the derivative is cash settled orphysicallysettled:
Maturitydate of the derivative(if any):
Expirydate of the derivative(if any):
Theprice specified in the terms of the derivative(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,- 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:
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:

Details of transactions giving rise to acquisition or disposal

Total number of transactions to which notice relates:

1

Details of transactions requiring disclosure-

Date oftransaction:		9 July2021
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. 1,458,240 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 486,080 vested as ARB OrdinaryShares.
Name ofany otherparty orparties to the transaction(if known):		N/A p y
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 byconverted into a cash value,describe the consideration:		awarded or the Ordinary Shares vested. The consideration for the RSUs is the services to be rendered by the participant over the 2021 LTI Plan period.
Numberof financialproducts towhichthe transaction related:		486,080 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 relevantinterestswere acquired ordisposed ofduring a closed period:		No
Whether prior written clearance was provided to allow the acquisition or disposal to proceed duringthe closedperiod:		N/A
Date of theprior written clearance(if any):		N/A
Summary of other relevant interests after acquisition or disposal: Class ofquotedfinancialproducts: Nature of relevantinterest: For that relevant interest,- Number heldinclass: Currentregisteredholder(s): For a derivative relevant interest,- Type ofderivative: Details of derivative,-
		N/A
		N/A
		N/A
		N/A
		N/A
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 underlyingfinancialproducts:
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

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
allpersons 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:		15 July 2021
Name and title of authorisedperson:		Sharon Ludher-Chandra, CompanySecretary