Voluntary Announcement Regarding The Settlement Of The Top-Up Consideration In Terms Of The AFDA Acquisition STADIO HOLDINGS LIMITED (Previously Embury Holdings Proprietary Limited) (Incorporated in the Republic of South Africa) Registration number: 2016/371398/06 JSE share code: SDO ISIN ZAE000248662 (“STADIO”) VOLUNTARY ANNOUNCEMENT REGARDING THE SETTLEMENT OF THE TOP-UP CONSIDERATION IN TERMS OF THE AFDA ACQUISITION AND DEALINGS IN STADIO SHARES BY DIRECTORS OF A MAJOR SUBSIDIARY OF STADIO As detailed in the pre-listing statement of STADIO, published on 15 September 2017, STADIO entered into a sale of shares agreement on or about 1 June 2017 (“AFDA Agreement”) in terms of which STADIO acquired 100% of the issued share capital of The South African School of Motion Picture Medium and Live Performance Proprietary Limited (“AFDA”) and 100% of the issued share capital of Intraframe Proprietary Limited (“Intraframe”) on 24 August 2017 (“AFDA Acquisition Date”) from Garth Holmes and Bata Judah Passchier (“Sellers”) for a total purchase consideration comprising of: (i) an initial consideration of R300 000 000, which was settled by STADIO on the AFDA Acquisition Date; and (ii) a top-up consideration of R88 815 900, which was settled by STADIO on Friday, 16 March 2018 (“Top-up Consideration”), (the “AFDA Acquisition”). The Top-up Consideration was settled partly in cash (R14 407 950) and partly through the issue of ordinary no par value shares in the share capital of STADIO (“Shares”) (R74 407 950) (“Share Settled Consideration”). The number of Shares issued in settlement of the Share Settled Consideration, was determined by using the volume weighted average price of the Shares for the 30 trading day period prior to 8 March 2018, being the date on which the Top-up Consideration was determined, which was equal to R6.89 per Share. Accordingly, STADIO issued and allotted 10 799 412 Shares to the Sellers on Friday, 16 March 2018, in terms of the AFDA Acquisition. In compliance with Sections 3.63 to 3.74 of the JSE Limited Listings Requirements the following information regarding the dealing in securities is disclosed: NAME OF DIRECTOR Garth Holmes COMPANY OF WHICH I AM A The South African School of DIRECTOR Motion Picture Medium and Live Performance Proprietary Limited STATUS: EXECUTIVE/NON- Executive EXECUTIVE TYPE OF SECURITIES Ordinary shares in STADIO NATURE OF TRANSACTION Shares issued to the director (in his capacity as a Seller) in settlement of the Share Settled Consideration in terms of the AFDA Acquisition (off- market transaction) DATE OF TRANSACTION 16 March 2018 ISSUE PRICE PER SECURITY R6.89 NUMBER OF SECURITIES 5 399 706 TRANSACTED TOTAL RAND VALUE OF R37 203 975 SECURITIES TRANSACTED NATURE AND EXTENT OF Direct INTEREST IN THE TRANSACTION NAME OF DIRECTOR Bata Judah Passchier COMPANY OF WHICH I AM A The South African School of DIRECTOR Motion Picture Medium and Live Performance Proprietary Limited STATUS: EXECUTIVE/NON- Executive EXECUTIVE TYPE OF SECURITIES Ordinary shares in STADIO NATURE OF TRANSACTION Shares issued to the director (in his capacity as a Seller) in settlement of the Share Settled Consideration in terms of the AFDA Acquisition (off- market transaction) DATE OF TRANSACTION 16 March 2018 MARKET / SALE PRICE PER R6.89 SECURITY NUMBER OF SECURITIES 5 399 706 TRANSACTED TOTAL RAND VALUE OF R37 203 975 SECURITIES TRANSACTED NATURE AND EXTENT OF Direct INTEREST IN THE TRANSACTION Durbanville 19 March 2017 Sponsor: PSG Capital Date: 19/03/2018 10:25:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.