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 awarded in terms of the STADIO Group Share
Incentive Scheme (“Scheme”) by directors and a prescribed officer 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                      R1.21

 NUMBER OF OPTIONS EXERCISED              1 074 992

 VESTING DATE OF OPTIONS                  1 July 2023

 EXERCISE DATE OF OPTIONS                 After close of business on 31 August 2023

 PERIOD OF EXERCISE                       Participants have a 30-day period from the vesting date
                                          during which options can be exercised, which period was
                                          extended to 90-days by the board of directors in
                                          accordance with the rules of the Scheme, due to STADIO
                                          Holdings being in a closed period at such time
 NATURE OF TRANSACTION                    Exercise of options by the director and related after-tax
                                          net-equity settlement by way of the award of 459 978
                                          shares to the director at the last traded share price of
                                          R5.45 on 31 August 2023 (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            R1.21

NUMBER OF OPTIONS EXERCISED    170 732

VESTING DATE OF OPTIONS        1 July 2023

EXERCISE DATE OF OPTIONS       After close of business on 31 August 2023

PERIOD OF EXERCISE             Participants have a 30-day period from the vesting date
                               during which options can be exercised, which period was
                               extended to 90-days by the board of directors in
                               accordance with the rules of the Scheme, due to STADIO
                               Holdings being in a closed period at such time
NATURE OF TRANSACTION          Exercise of options by the director and related after-tax
                               net-equity settlement by way of the award of 73 054
                               shares to the director at the last traded share price of
                               R5.45 on 31 August 2023 (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            R1.21

NUMBER OF OPTIONS EXERCISED    296 733

VESTING DATE OF OPTIONS        1 July 2023

EXERCISE DATE OF OPTIONS       After close of business on 31 August 2023

PERIOD OF EXERCISE             Participants have a 30-day period from the vesting date
                               during which options can be exercised, which period was
                               extended to 90-days by the board of directors in
                               accordance with the rules of the Scheme, due to STADIO
                               Holdings being in a closed period at such time
 NATURE OF TRANSACTION                  Exercise of options by the director and related after-tax
                                        net-equity settlement by way of the award of 126 969
                                        shares to the director at the last traded share price of
                                        R5.45 on 31 August 2023 (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                    R1.21

 NUMBER OF OPTIONS EXERCISED            152 941

 VESTING DATE OF OPTIONS                1 July 2023

 EXERCISE DATE OF OPTIONS               After close of business on 31 August 2023

 PERIOD OF EXERCISE                     Participants have a 30-day period from the vesting date
                                        during which options can be exercised, which period was
                                        extended to 90-days by the board of directors in
                                        accordance with the rules of the Scheme, due to STADIO
                                        Holdings being in a closed period at such time
 NATURE OF TRANSACTION                  Exercise of options and acquisition of 152 941 shares by
                                        the director at the option strike price of R1.21 (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


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

Durbanville
1 September 2023

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 PSG Capital