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<\/a><\/a>\nTHIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.12 OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2022 (THE \u201cIRISH TAKEOVER RULES<\/b>\u201d).<\/p>
DUBLIN--(BUSINESS WIRE)--Solmate (Nasdaq: SLMT)<\/b> notes the announcement of Forward Industries, Inc on 9 June 2026 and confirms that, following careful consideration of the preliminary non-binding letter of intent received from Forward Industries, Inc in consultation with its advisers, the board of Solmate resolved to reject the non-binding proposal on 6 June 2026 as it does not consider the proposal to be in the best interest of the Company.<\/p>
\nFor the purpose of Rule 2.12 of the Irish Takeover Rules, Solmate confirms that, as of the close of business on 9 June 2026, the issued share capital of Solmate was 11,009,294 Class B Ordinary shares with nominal value US$0.50 each (the \u201cClass B<\/b> Ordinary Shares<\/b>\u201d) and 20,000 Series A Preferred Shares with nominal value of US0.005 each. Solmate does not have any shares which are held as treasury shares.<\/p>
\nIn addition, as of the close of business on 9 June 2026, there were outstanding warrants issued by Solmate to purchase 7,199,860 Class B Ordinary Shares, and 45,979 non-vested restricted share units granted by Solmate, each entitling the holder, subject to vesting, to one Class B Ordinary Share.<\/p>
\nThe International Securities Identification Number for the Class B Ordinary Shares is IE0009876H30.<\/p>
\nAdvisors\n
\nAbout Solmate\n \nResponsibility Statement\n \nDisclosure Requirements of the Irish Takeover Rules\n \nUnder Rule 8.3(b) of the Irish Takeover Rules, any person who is, or becomes, \u201cinterested\u201d (directly or indirectly) in 1% or more of any class of \u201crelevant securities\u201d of an offeree company or a securities exchange offeror (being any offeror other than an offeror which has announced that its offer is, or is likely to be, solely in cash) must disclose all \u201cdealings\u201d in such \u201crelevant securities\u201d during the \u201coffer period\u201d. The disclosure of a \u201cdealing\u201d in \u201crelevant securities\u201d by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (US Eastern Time) on the \u201cbusiness day\u201d following the date of the relevant \u201cdealing\u201d. A dealing disclosure must contain the details specified in Rule 8.6(b) of the Irish Takeover Rules, including details of the dealing concerned (and the prices paid or received) and of the person's \u201cinterests\u201d and \u201cshort positions\u201d in (including rights to subscribe for) any \u201crelevant securities\u201d.<\/p> \nIn addition, each of the offeree company and the offeror must make an \u201copening position disclosure\u201d by no later than 12 noon (US Eastern Time) on the day falling 10 \u201cbusiness days\u201d following the commencement of the \u201coffer period\u201d and must subsequently disclose details of any \u201cdealings\u201d by it or any person \u201cacting in concert\u201d with it in \u201crelevant securities\u201d of the offeree company or the securities exchange offeror (being any offeror other than an offeror which has announced that its offer is, or is likely to be, solely in cash) by no later than 12 noon (US Eastern Time) on the \u201cbusiness day\u201d following the relevant \u201cdealing\u201d. All subsequent \u201cdealings\u201d in \u201crelevant securities\u201d of the offeree company or the securities exchange offeror by the offeror or the offeree company, or by any party acting in concert with any of them, must also be disclosed by no later than 12 noon (US Eastern Time) on the \u201cbusiness day\u201d following the date of the relevant \u201cdealing\u201d.<\/p> \nIf two or more persons co-operate on the basis of an agreement, either express or tacit, either oral or written, to acquire an \u201cinterest\u201d in \u201crelevant securities\u201d of the offeree company or the securities exchange offeror (being any offeror other than an offeror which has announced that its offer is, or is likely to be, solely in cash), they will be deemed to be a single person for the purpose of Rule 8.3(a) and (b) of the Irish Takeover Rules.<\/p> \nA disclosure table, giving details of the companies in whose \u201crelevant securities\u201d opening position disclosures and dealing disclosures should be made, can be found on the Irish Takeover Panel\u2019s website at www.irishtakeoverpanel.ie<\/a>.<\/p> \n\u201cInterests in securities\u201d arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an \u201cinterest\u201d by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.<\/p> \nTerms in quotation marks in this section are defined in the Irish Takeover Rules, which can also be found on the Irish Takeover Panel\u2019s website.<\/p>