Brera Holdings board re-elected using shares directors issued to themselves

RBCH Ltd., a 10%+ shareholder of Brera Holdings PLC (Nasdaq: SLMT), has challenged the outcome of the company's Annual General Meeting, saying four of five directors would have lost their board seats without counting shares they issued to themselves weeks before the vote.

According to RBCH, excluding 2,298,000 shares issued through a contested Registered Direct Offering, approximately 3.0 million shares voted against the re-election of Ron Sade, Keren Maimon, Alyazi Saeed Ahmad Alkhattal Almeheiri, and Tariq Salem Ebraheem Alsaman Alnuaimi, while only approximately 2.6 million shares voted in favor. Only director Erez Simha would have been re-elected without those shares.

The 2,298,000 shares were issued exclusively to Ron Sade and Keren Maimon at $4.97 per share, which RBCH states is approximately 34% of the company's reported net asset value of $14.70 per share. Brera described the vote result as a "decisive" endorsement of the board.

"Independent shareholders voted this board out," said a spokesperson for RBCH. "When a board survives re-election only by counting shares it awarded to itself weeks before the meeting, that is not an endorsement. That is entrenchment."

RBCH filed a derivative action in the Supreme Court of the State of New York on June 22, 2026, alleging the RDO shares and warrants representing more than 10% of the company's equity were issued through conflicted transactions that breached fiduciary duties to the company and its shareholders. RBCH said it will continue to pursue its claims in court.

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