Stadio : 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 and prescribed officers 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	1 996 413
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 at the last traded share price of R4.18 on 12 April 2022, and related after-tax net-equity settlement by way of the award of 774 924 shares to the director (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 IN THE TRANSACTION	Indirect, beneficial

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
NUMBER OF OPTIONS EXERCISED	(1) 466 178 (2) 317 073
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	(1) Exercise of options by the director at the last traded share price of R4.18 on 12 April 2022, and related after-tax net-equity settlement by way of the award of 33 737 shares to the director (off-market transaction) (2)Acquisition of 317 073 shares by the director through the exercise of options (off-market transaction)
NATURE AND EXTENT OF INTEREST IN THE TRANSACTION	Direct, beneficial

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
NUMBER OF OPTIONS EXERCISED	(1) 289 814 (2) 551 075
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	(1) Exercise of options by the director at the last traded share price of R4.18 on 12 April 2022 and related after-tax net-equity settlement by way of the award of 20 973 shares to the director (off-market transaction) (2)Exercise of options by the director at the last traded share price of R4.18 on 12 April 2022 and related after-tax net-equity settlement by way of the award of 213 904 shares to the director (off-market transaction)
NATURE AND EXTENT OF INTEREST IN THE TRANSACTION	Direct, beneficial

4.

NAME OF PRESCRIBED OFFICER	Mr Jacobus Johannes Human
COMPANY OF WHICH A PRESCRIBED OFFICER	STADIO Holdings Limited
TYPE AND CLASS OF SECURITIES	Options in relation to ordinary shares
OPTION STRIKE PRICE	R1.23
NUMBER OF OPTIONS EXERCISED	284 034
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	Acquisition of 284 034 shares by the director through the exercise of options (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 INTEREST IN THE TRANSACTION	Indirect, beneficial

5.

NAME OF DIRECTOR	Dr Christiaan Rudolph van der Merwe
COMPANY OF WHICH A DIRECTOR	STADIO Holdings Limited
STATUS: EXECUTIVE/NON-EXECUTIVE	Non-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 at the last traded share price of R4.18 on 12 April 2022, and related after-tax net-equity settlement by award of 63 048 shares to the director (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 INTEREST IN THE TRANSACTION	Indirect, beneficial

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

Durbanville 13 April 2022

Sponsor PSG Capital

Independent Joint Sponsor

Tamela Holdings