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Award and Acceptance of Options, and Exercise and Related Settlement of Options, in Terms of the Stadio Group Share

Published: 2022-09-01 15:00:52 ET
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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”)


AWARD AND ACCEPTANCE OF OPTIONS, AND EXERCISE AND RELATED
SETTLEMENT OF OPTIONS, IN TERMS OF THE STADIO GROUP SHARE INCENTIVE
SCHEME


AWARD AND ACCEPTANCE OF OPTIONS IN TERMS OF THE STADIO GROUP SHARE
INCENTIVE SCHEME

In compliance with paragraphs 3.63 to 3.74 of the JSE Limited Listings Requirements, the
following information regarding the acceptance of options by a director of STADIO Holdings
are disclosed to shareholders.

 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 to acquire ordinary shares in STADIO
                                                 Holdings
 NATURE OF TRANSACTION                           Acceptance of award of options to acquire
                                                 ordinary shares in STADIO Holdings in terms
                                                 of the STADIO Group Share Incentive
                                                 Scheme (off-market transaction)
 DATE OF ACCEPTANCE OF OPTIONS                   After close of business on 31 August 2022

 DATE OF AWARD OF OPTIONS                        1 July 2022

 OPTION STRIKE PRICE                             R3.64

 NUMBER OF OPTIONS ACCEPTED                      1 451 867

 VESTING DATES OF OPTIONS                        The options will vest in four tranches of 25%
                                                 each, on the following dates:
                                                 3 April 2024
                                                 3 April 2025
                                                 3 April 2026
                                                 3 April 2027
 PERIOD OF EXERCISE                              Participants have a 30-day period from the
                                                 vesting date during which options can be
                                                 exercised
 NATURE AND EXTENT OF INTEREST IN              Direct, beneficial
 THE TRANSACTION


EXERCISE AND RELATED SETTLEMENT OF OPTIONS IN TERMS OF THE STADIO
GROUP SHARE INCENTIVE SCHEME

In compliance with paragraphs 3.63 to 3.74 of the JSE Limited Listings Requirements, the
following information regarding the exercise of options 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 in STADIO
                                            Holdings
 OPTION STRIKE PRICE                        R1.21

 NUMBER OF OPTIONS EXERCISED                1 074 992

 VESTING DATE OF OPTIONS                    1 July 2022

 EXERCISE DATE OF OPTIONS                   After close of business on 31 August 2022

 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 due to STADIO
                                            Holdings being in a closed period at such time
 NATURE OF TRANSACTION                      Acquisition of 1 074 992 shares by the director
                                            through the exercise of options (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 INTEREST Indirect, beneficial
 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 in STADIO
                               Holdings
OPTION STRIKE PRICE            R1.21
NUMBER OF OPTIONS EXERCISED    170 732

VESTING DATE OF OPTIONS        1 July 2022

EXERCISE DATE OF OPTIONS       After close of business on 31 August 2022

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 due to STADIO
                               Holdings being in a closed period at such time
NATURE OF TRANSACTION          Exercise of options by the director at the last
                               traded share price of R3.60 on 31 August 2022,
                               and related after-tax net-equity settlement by
                               way of the award of 62 341 shares to the
                               director (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 in STADIO
                               Holdings
OPTION STRIKE PRICE            R1.21

NUMBER OF OPTIONS EXERCISED    296 733

VESTING DATE OF OPTIONS        1 July 2022

EXERCISE DATE OF OPTIONS       After close of business on 31 August 2022

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 due to STADIO
                                          Holdings being in a closed period at such time
 NATURE OF TRANSACTION                    Exercise of options by the director at the last
                                          traded share price of R3.60 on 31 August 2022
                                          and related after-tax net-equity settlement by
                                          way of the award of 108 349 shares to the
                                          director (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 in STADIO
                                          Holdings
 OPTION STRIKE PRICE                      R1.21

 NUMBER OF OPTIONS EXERCISED              152 941

 VESTING DATE OF OPTIONS                  1 July 2022

 EXERCISE DATE OF OPTIONS                 After close of business on 31 August 2022

 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 due to STADIO
                                          Holdings being in a closed period at such time
 NATURE OF TRANSACTION                    Acquisition of 152 941 shares by the director
                                          through the exercise of options (off-market
                                          transaction)
 NAME OF ASSOCIATE                        Working Class Heroes Proprietary Limited

 RELATIONSHIP WITH PRESCRIBED             The prescribed officer is a director of the
 OFFICER                                  associate

 NATURE AND EXTENT OF INTEREST            Indirect, beneficial
 IN THE TRANSACTION


Clearance for the above was obtained in terms of paragraph 3.66 of the JSE Limited Listings
Requirements.
Durbanville
1 September 2022

Sponsor            Independent Joint Sponsor
PSG Capital        Tamela Holdings