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STADIO HOLDINGS LIMITED - Exercise and related settlement of share options in terms of the Stadio Holdings Limited Share Incentive Trust

Release Date: 06/04/2023 15:10
Code(s): SDO     PDF:  
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Exercise and related settlement of share options in terms of the Stadio Holdings Limited Share Incentive Trust

STADIO HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2016/371398/06)
Share code: SDO
ISIN: ZAE000248662
LEI: 3789007C8FB26515D966
(“STADIO Holdings” or “the Company”)

EXERCISE AND RELATED SETTLEMENT OF SHARE OPTIONS IN TERMS OF THE
STADIO HOLDINGS LIMITED SHARE INCENTIVE TRUST

In compliance with paragraphs 3.63 to 3.74 of the JSE Limited Listings Requirements, the
following information regarding the exercise of share options by directors, a prescribed officer,
and a director of a major subsidiary of STADIO Holdings are disclosed to shareholders.

Upon the exercise of the share options referred to below, in the instances where the
beneficiaries elected to have their options settled on a net-equity basis, STADIO Holdings
elected to settle same on an after-tax equity settlement basis, through the award of ordinary
shares as detailed below:

1.
 NAME OF DIRECTOR                      Mr Christian Phillipus David Vorster

 COMPANY OF WHICH A DIRECTOR           STADIO Holdings Limited

 STATUS: EXECUTIVE/NON-                Executive
 EXECUTIVE

 TYPE AND CLASS OF SECURITIES          Options in relation to ordinary shares

 OPTION STRIKE PRICE                   R1.23

 NUMBER OF OPTIONS EXERCISED           (1) 180 000
                                       (2) 1 816 413

 VESTING DATE OF OPTIONS               3 April 2023

 EXERCISE DATE OF OPTIONS              After close of business on 5 April 2023

 PERIOD OF EXERCISE                    Participants have a 30-day period from the vesting
                                       date during which options can be exercised

 NATURE OF TRANSACTION                 (1) Exercise of options and acquisition of
                                           180 000 shares by the director, at the strike
                                           price of R1.23 (off-market transaction)
                                       (2) Exercise of options by the director and
                                           related after-tax net-equity settlement of
                                           734 768 shares to the director at the closing
                                           share price on the exercise date of R4.65 (off-
                                           market transaction)

 NAME OF ASSOCIATE                     Bredamonti Proprietary Limited

 RELATIONSHIP WITH DIRECTOR            The director is a director and shareholder of the
                                       associate

 NATURE AND EXTENT OF                  Indirect, beneficial
 INTEREST IN THE TRANSACTION

2.
 NAME OF DIRECTOR                      Dr Divya Singh

 COMPANY OF WHICH A DIRECTOR           STADIO Holdings Limited

 STATUS: EXECUTIVE/NON-                Executive
 EXECUTIVE

 TYPE AND CLASS OF SECURITIES          Options in relation to ordinary shares

 OPTION STRIKE PRICE                   (1) R3.63
                                       (2) R1.23
                                       (3) R2.62

 NUMBER OF OPTIONS EXERCISED           (1) 466 178
                                       (2) 317 073
                                       (3) 211 134

 VESTING DATE OF OPTIONS               3 April 2023

 EXERCISE DATE OF OPTIONS              After close of business on 5 April 2023

 PERIOD OF EXERCISE                    Participants have a 30-day period from the vesting
                                       date during which options can be exercised

 NATURE OF TRANSACTION                 (1) Exercise of options by the director and
                                           related after-tax net-equity settlement of
                                           56 242 shares to the director at the closing
                                           share price on the exercise date of R4.65 (off-
                                           market transaction)
                                       (2) Exercise of options and acquisition of
                                           317 073 shares by the director at the strike
                                           price of R1.23 (off-market transaction)
                                       (3) Exercise of options by the director and
                                           related after-tax net-equity settlement of
                                           50 695 shares to the director at the closing
                                           share price on the exercise date of R4.65 (off-
                                           market transaction)

 NATURE AND EXTENT OF                  Direct, beneficial
 INTEREST IN THE TRANSACTION

3.
 NAME OF DIRECTOR                      Ms Samara Totaram

 COMPANY OF WHICH A DIRECTOR           STADIO Holdings Limited

 STATUS: EXECUTIVE/NON-                Executive
 EXECUTIVE

 TYPE AND CLASS OF SECURITIES          Options in relation to ordinary shares

 OPTION STRIKE PRICE                   (1) R3.63
                                       (2) R1.23
                                       (3) R2.62

 NUMBER OF OPTIONS EXERCISED           (1) 289 814
                                       (2) 551 075
                                       (3) 231 887

 VESTING DATE OF OPTIONS               3 April 2023

 EXERCISE DATE OF OPTIONS              After close of business on 5 April 2023

 PERIOD OF EXERCISE                    Participants have a 30-day period from the vesting
                                       date during which options can be exercised

 NATURE OF TRANSACTION                 (1) Exercise of options by the director and related
                                           after-tax net-equity settlement of 34 965
                                           shares to the director at the closing share
                                           price on the exercise date of R4.65 (off-
                                           market transaction)
                                       (2) Exercise of options by the director and related
                                           after-tax net-equity settlement of 222 919
                                           shares to the director at the closing share
                                           price on the exercise date of R4.65 (off-
                                           market transaction)
                                       (3) Exercise of options by the director and related
                                           after-tax net-equity settlement of 55 678
                                           shares to the director at the closing share
                                           price on the exercise date of R4.65 (off-
                                           market transaction)

 NATURE AND EXTENT OF                   Direct, beneficial
 INTEREST IN THE TRANSACTION

4.
 NAME OF PRESCRIBED OFFICER             Mr Jacobus Johannes Human

 COMPANY OF WHICH A                     STADIO Holdings Limited
 PRESCRIBED OFFICER

 TYPE AND CLASS OF SECURITIES           Options in relation to ordinary shares

 OPTION STRIKE PRICE                    (1) R1.23
                                        (2) R2.62

 NUMBER OF OPTIONS EXERCISED            (1) 284 034
                                        (2) 266 063

 VESTING DATE OF OPTIONS                3 April 2023

 EXERCISE DATE OF OPTIONS               After close of business on 5 April 2023

 PERIOD OF EXERCISE                     Participants have a 30-day period from the vesting
                                        date during which options can be exercised

 NATURE OF TRANSACTION                  (1) Exercise of options and acquisition of
                                            284 034 shares by the director at the strike
                                            price of R1.23 (off-market transaction)
                                        (2) Exercise of options and acquisition of
                                            266 063 shares by the director at the strike
                                            price of R2.62 (off-market transaction)

 NAME OF ASSOCIATE                      Working Class Heroes Proprietary Limited

 RELATIONSHIP WITH DIRECTOR             The director is a director of the associate

 NATURE AND EXTENT OF                   Indirect, beneficial
 INTEREST IN THE TRANSACTION

5.
 NAME OF DIRECTOR                       Dr Christiaan Rudolph van der Merwe

 COMPANY OF WHICH A DIRECTOR            STADIO Holdings Limited

 STATUS: EXECUTIVE/NON-                 Non-Executive
 EXECUTIVE

 TYPE AND CLASS OF SECURITIES           Options in relation to ordinary shares

 OPTION STRIKE PRICE                    R3.63

 NUMBER OF OPTIONS EXERCISED            645 077

 VESTING DATE OF OPTIONS                3 April 2022

 EXERCISE DATE OF OPTIONS               After close of business on 12 April 2022

 PERIOD OF EXERCISE                     Participants have a 30-day period from the
                                        vesting date during which options can be
                                        exercised

 NATURE OF TRANSACTION                  Exercise of options by the director and related
                                        after-tax net-equity settlement of 86 442 shares
                                        to the director at the closing share price on the
                                        exercise date of R4.65 (off-market transaction)

 NAME OF ASSOCIATE                      Chris van der Merwe Familie Trust

 RELATIONSHIP WITH DIRECTOR             The director is a trustee of the associate

 NATURE AND EXTENT OF                   Indirect, beneficial
 INTEREST IN THE TRANSACTION

6.
 NAME OF DIRECTOR                       Ms Teresa Zoë Passchier

 COMPANY OF WHICH A DIRECTOR            The South African School of Motion Picture
                                        Medium and Live Performance Proprietary Limited
                                        (t/a AFDA) (a major subsidiary of the Company)

 STATUS: EXECUTIVE/NON-                 Executive
 EXECUTIVE

 TYPE AND CLASS OF SECURITIES           Options in relation to ordinary shares

 OPTION STRIKE PRICE                    R2.62

 NUMBER OF OPTIONS EXERCISED            291 518

 VESTING DATE OF OPTIONS                3 April 2023

 EXERCISE DATE OF OPTIONS               After close of business on 5 April 2023

 PERIOD OF EXERCISE                     Participants have a 30-day period from the
                                        vesting date during which options can be
                                        exercised

 NATURE OF TRANSACTION                   Exercise of options by the director, and related
                                         after-tax net-equity settlement of 69 996 shares
                                         to the director at the closing share price on the
                                         exercise date of R4.65 (off-market transaction)

 NATURE AND EXTENT OF                    Direct, beneficial
 INTEREST IN THE TRANSACTION

To the extent required, clearance for the above was obtained in terms of paragraph 3.66 of
the JSE Limited Listings Requirements.

Durbanville
6 April 2023

Sponsor
PSG Capital

Date: 06-04-2023 03:10:00
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