Solmate Infrastructure, the Solana‑focused crypto‑infrastructure business of Brera Holdings PLC (Nasdaq: SLMT), reported the results of its 2026 Annual General Meeting (AGM) held on June 26, 2026. Shareholders re‑elected all five director nominees by margins ranging from roughly 62 % to 70 % of votes cast, while also approving the appointment of Reliant CPA PC as the independent auditor for the fiscal year ending December 31, 2026. The outcomes came despite an active campaign by RBCH Ltd., an affiliate of RockawayX and its CEO Viktor Fischer, to remove the board.
Re‑Election of All Five Directors Confirmed
The AGM saw a 71.49 % turnout of the 11,009,294 voting shares outstanding. Each of the five board nominees—Ron Sade, Alyazi Saeed Ahmad Alkhattal Almheiri, Erez Simha, Tariq Salem Ebraheem Alsaman Alnuaimi, and Keren Maimon—received between 61.80 % and 69.33 % affirmative votes. The vote totals were as follows:
| Director | Shares For | % For | Shares Against | % Against |
|---|---|---|---|---|
| Ron Sade | 4,865,946 | 61.83 % | 3,003,800 | 38.16 % |
| Alyazi Almhiri | 4,863,814 | 61.80 % | 3,005,365 | 38.19 % |
| Erez Simha | 5,456,738 | 69.33 % | 2,413,034 | 30.66 % |
| Tariq Alnuaimi | 4,863,867 | 61.80 % | 3,005,312 | 38.19 % |
| Keren Maimon | 4,865,673 | 61.82 % | 3,004,119 | 38.17 % |
All five were elected. The separate proposal to ratify Reliant CPA PC as the company’s independent registered public accounting firm passed with 99.08 % support (7,690,160 shares for, 70,813 against). The AGM was adjourned after the accounting‑firm vote; results of a third proposal will be disclosed after a later reconvened meeting.
Legal Context and Ongoing Litigation
The vote occurred amid a “misguided campaign” by RBCH Ltd., which sought to pressure shareholders to reject the board’s nominees and filed a derivative lawsuit on the eve of the meeting. The company characterized the campaign as a “self‑interested attempt” by RockawayX to seize control after the board declined a proposal from Viktor Fischer to sell RockawayX to Solmate. Solmate’s board determined that the proposed transaction was not in the best interests of the company, citing an “inflated valuation built on misleading financial representations.”
In response, RBCH’s actions included a board‑removal requisition, a targeted “vote‑no” effort against specific directors, and the derivative suit. The company stated that the lawsuit is “meritless and tactical” and that it will “take all appropriate action to protect itself and its shareholders.” CEO Ron Sade affirmed that Solmate will not be “distracted by further attempts at coercion” and will pursue its claims against Fischer and RockawayX to “their full conclusion.”
The press release also contains forward‑looking statements subject to the Private Securities Litigation Reform Act of 1995, noting risks related to the ongoing litigation, market conditions, and other factors disclosed in Solmate’s Form 20‑F and Form 6‑K filings.
Relevance for Financial Institutions
For banks, custodians, and other financial‑services firms that interact with crypto‑infrastructure providers, the AGM results signal continuity in Solmate’s governance and strategic direction. The decisive re‑election of the board suggests that the company will continue its current approach to Solana staking, validation, and treasury services, rather than pursuing the contested acquisition of RockawayX.
The affirmation of Reliant CPA PC as the independent auditor provides additional transparency for regulators and institutional counterparties that rely on audited financial statements to assess credit risk and compliance. Moreover, the company’s explicit intent to defend against the derivative suit underscores a willingness to engage in litigation rather than negotiate settlement terms that could affect operational stability.
Financial institutions evaluating exposure to Solana‑based infrastructure should note that Solmate’s leadership remains in place, its audit function is confirmed, and the company is actively defending its governance decisions. These factors may affect risk‑assessment models, especially where counterparties require evidence of stable board oversight and clear audit coverage.
Key Takeaways
- All five Solmate board nominees were re‑elected on June 26, 2026, with support ranging from 61.80 % to 69.33 % of shares voted.
- Shareholders approved Reliant CPA PC as the independent auditor for the fiscal year ending December 31, 2026, with 99.08 % of votes cast in favor.
- The board’s rejection of Viktor Fischer’s proposal to sell RockawayX was upheld, and the company labeled RBCH Ltd.’s derivative lawsuit as “meritless” while pledging to pursue its claims.
FinanceInsyte's Take
The vote reinforces Solmate’s existing governance framework, limiting immediate uncertainty for institutional partners that depend on consistent board oversight. However, the pending derivative lawsuit and the broader dispute with RockawayX introduce legal risk that could affect capital allocation or compliance reviews. Financial executives should monitor the outcome of the litigation and any subsequent disclosures that may impact Solmate’s operational resilience.
Source: Businesswire
