\nComments on 13D Filing by RBCH Demanding Extraordinary General Meeting<\/i><\/p>
\nRejects False and Misleading Claims of RBCH, Viktor Fischer and Jakub Havrlant<\/i><\/p>
\nRemains Focused on Shareholder Value Creation<\/i><\/p>
DUBLIN--(BUSINESS WIRE)--Brera Holdings PLC (Nasdaq: SLMT), (the \u201cCompany\u201d or \u201cSolmate\u201d), today issued the following letter to shareholders in response to a Schedule 13D\/A filing by RBCH Ltd (\u201cRBCH\u201d), Viktor Fischer and Jakub Havrlant disclosing that RBCH is requesting an extraordinary general meeting to remove and replace the entire Solmate Board. RBCH is affiliated with Viktor Fischer, a disgruntled former Board member of Solmate apparently spurned by the Board\u2019s business judgment not to purchase his failing business RockawayX.<\/p>
\nDear Fellow Shareholders,<\/p>
\nBrera Holdings PLC (Nasdaq: SLMT), (the \u201cCompany\u201d or \u201cSolmate\u201d) and its Board of Directors (the \u201cBoard\u201d) remain focused on executing its Solmate Infrastructure strategy, evaluating acquisition and partnership opportunities, advancing the interests of the Company and all of its shareholders, while protecting the Company and its shareholders from opportunistic investors seeking to take control of the Company for their own financial gain. The Board believes shareholders should understand the facts and implications surrounding RBCH\u2019s attempt to remove and replace the entire Board.<\/p>
\nOn May 26, 2026, RBCH sent a letter to the Company demanding the Company call a general meeting (the \u201cRequisition Notice\u201d) to replace all five of the Company\u2019s directors and to replace those directors with Viktor Fischer, who has not acted in the best interests of shareholders, along with RBCH\u2019s two hand-picked nominees, that were selected to do its bidding.<\/p>
\nAs an initial matter, the Board unequivocally rejects RBCH\u2019s transparent and improper attempt to wrest control of the Company and will not tolerate disruptive, coercive, or self-interested tactics by opportunistic investors seeking to advance their own agenda at the expense of the Company and its shareholders. The Company is reviewing the Requisition Notice to assess whether it complies with the Company\u2019s Constitution and Irish law, including whether RBCH has the requisite ownership of the Company\u2019s paid-up voting share capital.<\/p>
\nThe Board believes that RBCH\u2019s Requisition Notice is merely the latest misguided effort of a disgruntled former Solmate Board member, Viktor Fischer, to attempt to create leverage against the Company for his own financial gain. Indeed, RBCH is affiliated with Viktor Fischer the CEO of RockwayX, and RBCH\u2019s Requisition Notice follows the Board\u2019s refusal to proceed with a proposed acquisition of RockawayX. This decision by the Board to put its shareholders\u2019 collective best interest ahead of Mr. Fischer\u2019s, apparently incensed Mr. Fischer. However, the Board thoroughly and diligently evaluated Mr. Fischer\u2019s proposal to sell RockawayX to Solmate, conducted diligence, and ultimately determined not to proceed based on serious misgivings concerning RockawayX\u2019s representations about its financial performance. Specifically, the Company\u2019s diligence identified material inconsistencies and omissions in the information provided to the Company regarding RockawayX\u2019s business, financial condition, and expected operating performance.<\/p>
\nBased on these facts, the Board concluded that the financial premise underlying the proposed transaction was materially different from the premise presented to the Company and that the proposed transaction was no longer in the best interests of the Company and its shareholders. Given these apparent misrepresentations, the Company is assessing all potential claims and remedies arising from the inconsistent information provided by RockawayX in connection with the proposed transaction, including claims based on materially inconsistent, incomplete, or misleading financial information and other representations provided to the Company during the transaction process.<\/p>
\nIn short, the Board did what shareholders should expect an independent board to do. It evaluated the proposed transaction. It tested the facts and asked hard questions. And when the record no longer supported the transaction, the Board refused to proceed.<\/p>
\nUnderstood in proper context, the Requisition Notice is a retaliatory attack on Solmate\u2019s Board for performing its fiduciary duties. It is clear to the Board that RBCH\u2019s objective is not long-term value creation. Instead, RBCH and Mr. Fischer desire to control the Company\u2019s balance sheet and strategic direction without offering shareholders a premium or presenting a coherent long-term value creation plan. Setting aside these substantive concerns, the Board also has gating questions regarding RBCH\u2019s compliance with its obligations under the Securities Exchange Act of 1934, particularly with respect to the number of shares that it reports as beneficially owned on its Schedule 13D.<\/p>
\nIn addition, Mr. Fischer has shown through his actions that he does not care about enhancing value for all shareholders, but only cares about his personal interests. While he was a director of Solmate he voted against the reverse stock split, which was critical to the Company\u2019s Nasdaq compliance obligations. Moreover, he attempted to sell RockawayX to the Company for an inflated valuation and even after the Company pointed that out to him, he wanted to proceed with the transaction, which would have resulted in significant dilution to the shareholders.<\/p>
\nThe Board remains unwavering in its commitment to act in the best interests of all shareholders and will continue to aggressively pursue opportunities to maximize shareholder value through disciplined governance, rigorous oversight, and responsible stewardship of the Company\u2019s assets and strategic direction.<\/p>
\nThe Board will continue to evaluate all opportunities through a rigorous and independent process, reject transactions that fail to deliver compelling value or withstand careful scrutiny, and firmly oppose any attempt by a shareholder to seize control of Solmate without paying a full and fair control premium or presenting a credible, executable strategy for sustainable long-term value creation.<\/p>
\nWe appreciate the continued confidence and support of our shareholders and look forward to providing further updates as the Company advances its strategic priorities and continues executing on initiatives designed to enhance long-term shareholder value.<\/p>