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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: 08/04/2024 17:10
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                                                           (1)
                                           R3.64                                                           (2)

 NUMBER OF OPTIONS EXERCISED               1 996 413                                                       (1)
                                           305 372                                                         (2)


 VESTING DATE OF OPTIONS                   3 April 2024                                                  (1-2)

 EXERCISE DATE OF OPTIONS                  After close of business on 5 April 2024                      (1 -2)

 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
                                                807 581 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
                                                36 480 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                         R3.63                                                        (1)
                                            R1.23                                                        (2)
                                            R2.62                                                        (3)
                                            R3.64                                                        (4)

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

                                            211 134                                                      (3)
                                            276 358                                                      (4)

VESTING DATE OF OPTIONS                     3 April 2024                                               (1-4)

EXERCISE DATE OF OPTIONS                    After close of business on 5 April 2024                    (1-4)

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 by the director and
                                    related after-tax net-equity settlement of
                                    128 261 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
                                    50 695 shares to the director at the closing
                                    share price on the exercise date of R4.65
                                   (off-market transaction)
                               (4) Exercise of options by the director and related
                                    after-tax net-equity settlement of 33 014
                                    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 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                 R1.23                                                              (1)
                                    R2.62                                                              (2)
                                    R3.64                                                              (3)

NUMBER OF OPTIONS EXERCISED         284 034                                                            (1)

                                    266 063                                                            (2)

                                    225 896                                                            (3)

VESTING DATE OF OPTIONS             3 April 2024                                                     (1-3)

EXERCISE DATE OF OPTIONS            After close of business on 5 April 2024                          (1-3)

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 prescribed officer at
                                    the strike price of R1.23
                                   (off-market transaction)
                               (2) Exercise of options and acquisition of
                                    266 063 shares by the prescribed officer at
                                    the strike price of R2.62
                                   (off-market transaction)
                               (3) Exercise of options and acquisition of
                                    225 896 shares by the prescribed officer at
                                    the strike price of R3.64
                                   (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

4.
 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 2024

EXERCISE DATE OF OPTIONS            After close of business on 5 April 2024

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 80 674 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


5.
 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                                                                (1)
                                   R3.64                                                                (2)

 NUMBER OF OPTIONS EXERCISED       291 518                                                              (1)
                                   20 983                                                               (2)

 VESTING DATE OF OPTIONS           3 April 2024                                                       (1-2)

 EXERCISE DATE OF OPTIONS          After close of business on 5 April 2024                            (1-2)

 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
                                             69 996 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
                                             2 507 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
8 April 2024

Sponsor
PSG Capital

Date: 08-04-2024 05:10:00
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