Brera Holdings股東會大比數重選全體董事 否決RBCH反對投票行動

EX-99.1
2
ea029618801ex99-1.htm
PRESS RELEASE, DATED JUNE 26, 2026

 

Exhibit 99.1 

 

Brera Holdings PLC (d/b/a Solmate Infrastructure) Announces Results
of 2026 Annual General Meeting; Shareholders Decisively Re-Elect All Company’s Five Director Nominees by Wide Margins

 

Voting Results Reaffirm Shareholder Confidence in the Board Despite
Misguided Campaign by RBCH Ltd.

Shareholders Overwhelmingly Reject RockawayX’s Control Campaign as Company Reaffirms Intent to Pursue Claims and Protect Shareholders

 

DUBLIN--(BUSINESS WIRE)-- Brera Holdings PLC (Nasdaq: SLMT)
(the “Company” or “Solmate”) today announced the voting results in respect of Proposal No. 1 and Proposal No.
2 of its 2026 Annual General Meeting of Shareholders (the “AGM”), held on June 26, 2026. At the AGM, shareholders duly re-elected
all five of the Company’s director nominees - Ron Sade, Alyazi Saeed Ahmad Alkhattal Almheiri, Erez Simha, Tariq Salem Ebraheem
Alsaman Alnuaimi and Keren Maimon, each by a wide margin, with support ranging from approximately 62% to nearly 70% of shares voted, on
turnout of 71.49% of shares outstanding.

 

The result is a clear, across-the-board endorsement of the leadership
of the current Board of Directors of the Company (the “Board”), delivered notwithstanding a campaign by RBCH Ltd. (“RBCH”),
an affiliate of RockawayX and its Managing Partner and CEO, Viktor Fischer, which had urged shareholders to withhold support from the
Board’s nominees. Shareholders saw through that campaign for what it is — a self-interested attempt by a spurned counterparty
to seize control of the Company after the Board rejected Mr. Fischer’s proposal to sell his business, RockawayX. The Company believes
RockawayX’s attempt to sell the business was based on an inflated valuation built on misleading financial representations. The Board’s
rejection of Mr. Fischer’s proposal came after a thorough review of the available information, following which the Board determined
that the proposed transaction was not in the best interests of the Company and declined to pursue it. Rather than accepting the Board’s
informed business judgment, RBCH and Mr. Fischer responded to that rejection not with legitimate engagement, but with a coordinated pressure
campaign — a board-removal requisition, a vote-no campaign aimed at certain directors, and a derivative lawsuit filed on the eve
of the AGM. RBCH’s effort to single out Mr. Sade and Ms. Maimon in particular gained no traction with shareholders, who returned
the entire slate by comparable margins.

 

Today’s vote makes clear that shareholders rejected this campaign
notwithstanding RBCH’s last-minute derivative suit and Mr. Fischer’s continuance attempt to appoint himself as a director
per his public announcement — tactics the Company views as part of a broader campaign to manufacture the appearance of governance
concerns out of routine corporate matters, in service of Mr. Fischer’s and RockawayX’s own financial interests rather than
those of Solmate’s shareholders.

 

Shareholders have spoken through their votes, and the message is unambiguous
— every member of this Board was returned by a decisive margin, and Viktor Fischer’s and RockawayX’s campaign to seize
control of this Company through pressure rather than performance has been rejected in full. This Board exercised its business judgment,
declined to overpay for a business that did not stand up to diligence, and shareholders have now supported the Board in overwhelming numbers.
The Company also views the recently filed derivative lawsuit by RBCH as a meritless and tactical attempt to further distract the Company
and interfere with its mandate from shareholders. The Company intends to take all appropriate action to protect itself and its shareholders.
“We will not be distracted by further attempts at coercion, and we intend to pursue our claims against Mr. Fischer and RockawayX
to their full conclusion while we get back to the business of building Solmate,” said Ron Sade, Chief Executive Officer.

 

We continue to uphold our commitment to shareholders: protect and defend
the interests of all shareholders, safeguard the Company’s assets, and ensure that corporate resources are used to create value
for investors rather than serving person interests.

 

 

 

 

 

Results of 2026 Annual General Meeting 

 

The re-election of each of the Company’s director nominees pursuant
to Proposal No. 1, and the ratification of the appointment of Reliant CPA PC as the Company’s independent registered public accounting
firm for the Company’s fiscal year ended December 31, 2026 pursuant to Proposal No. 2, were put to the AGM as separate resolutions,
and were decided by way of separate polls. The Company notes the AGM was adjourned following the proposal of Proposal No. 2. Notice of
the adjourned meeting in respect of the remaining formal business will be provided in due course.

 

As at June 1, 2026, the total number of voting shares in issue was
11,009,294. Accordingly, the total number of votes cast represent approximately 71.49%.

 

 
   
 For  
 Against  
   

 
 Nominee 
 No. of 
Shares  
 %  
 No. of 
Shares  
 %  
 Result 

 
 1. By separate resolutions, to re-elect 
     
     
     
     
    

 
 1(a) Ron Sade 
  4,865,946  
  61.83% 
  3,003,800  
  38.16% 
  Elected 

 
 1(b) Alyazi Saeed Ahmad Alkhattal Almheiri 
  4,863,814  
  61.80% 
  3,005,365  
  38.19% 
  Elected 

 
 1(c) Erez Simha 
  5,456,738  
  69.33% 
  2,413,034  
  30.66% 
  Elected 

 
 1(d) Tariq Salem Ebraheem Alsaman Alnuaimi 
  4,863,867  
  61.80% 
  3,005,312  
  38.19% 
  Elected 

 
 1(e) Keren Maimon 
  4,865,673  
  61.82% 
  3,004,119  
  38.17% 
  Elected 

 
 2. Proposal to ratify the appointment of Reliant CPA PC as the Company’s independent registered public accounting firm for the Company’s fiscal year ended December 31, 2026 
  7,690,160  
  99.08% 
  70,813  
  0.91% 
  Passed 

 

 

The Company will publish the results of Proposal No.3 after the adjourned
meeting is reconvened at a later date.

 

About Brera Holdings PLC (d/b/a Solmate Infrastructure)

 

Brera Holdings PLC, operating as Solmate Infrastructure, is a Solana-focused
crypto infrastructure company focused on building institutional-grade Solana staking, validation and treasury infrastructure, with a strategic
foothold in Abu Dhabi.

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "expect,"
"intend," "plan," "anticipate," "believe," "will," and similar expressions. These
statements are based on current expectations, estimates, assumptions and projections and involve known and unknown risks, uncertainties,
and other factors that may cause actual results to differ materially from those expressed or implied by such statements, including, but
not limited to, risks and uncertainty relating to ongoing litigation with RBCH Ltd. and its affiliates, market conditions, and other matters
described in the Company’s filings with the SEC. Further information regarding these and other risks is included in the Company’s
Annual Report on Form 20-F and current reports on Form 6-K and other documents filed with the SEC. The Company undertakes no obligation
to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required
by applicable law.

 

Contacts

 

Wachsman

[email protected]