Solmate board re-elected amid RBCH allegations at 2026 AGM

Brera Holdings PLC, operating as Solmate Infrastructure and trading on Nasdaq under the ticker SLMT, just pulled off a board sweep that almost nobody in the governance world was rooting for. All five incumbent directors were re-elected at the company’s 2026 Annual General Meeting on June 26, despite an independent proxy advisor explicitly telling shareholders to vote every single one of them out.

The AGM took place in Abu Dhabi with 71.49% of outstanding shares represented in the vote. Support levels for the directors ranged from 62% to nearly 70%, a comfortable margin by any standard, and a particularly pointed rebuke of the opposition campaign that had been building for weeks.

The proxy fight and the lawsuit

RBCH Ltd., the company’s largest external shareholder with over a 10% stake, had filed a derivative lawsuit against the board just four days before the AGM, on June 22. The suit alleged breach of fiduciary duty and self-dealing, among other governance concerns.

At the center of the dispute: a registered direct offering completed in May 2026. According to the allegations, two directors, Ron Sade and Keren Maimon, acquired 2.298 million shares at $4.97 per share through the RDO. RBCH claims those shares represented approximately 34% of the company’s net asset value and diluted other shareholders to the tune of $18 million.

The board has characterized the lawsuit as lacking merit and retaliatory in nature.

ISS said vote no. Shareholders said otherwise.

Institutional Shareholder Services recommended shareholders vote against re-electing all five directors, citing a lack of board independence and various governance failures.

Among the red flags ISS pointed to was a poison pill arrangement the board adopted in April 2026. ISS issued its recommendation on June 16, giving shareholders ten days to digest the advice before the vote.

What this means for investors

The board’s survival doesn’t make the underlying allegations disappear. A derivative lawsuit is still active. RBCH Ltd. still holds more than 10% of the company. And the governance questions ISS raised — board independence, the poison pill, the terms of the May RDO — those don’t evaporate because a majority of shareholders voted to keep the status quo.

The $18 million dilution figure cited by RBCH is the number to watch. If discovery in the derivative lawsuit reveals that the May RDO was structured to benefit insiders at shareholder expense, the legal and financial fallout could be substantial. If the board’s characterization of the suit as retaliatory holds up, RBCH may find itself in a weaker negotiating position going forward.

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