Announcement Regarding Number of Relevant Securities in Issue

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.12 OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2022 (THE “IRISH TAKEOVER RULES”).

Solmate (Nasdaq: SLMT) 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.

For 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 “Class B Ordinary Shares”) 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.

In 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.

The International Securities Identification Number for the Class B Ordinary Shares is IE0009876H30.

Advisors
Paul Hastings LLP and Arthur Cox LLP are acting as legal counsel to Solmate.

About Solmate
For information about Solmate, please visit www.solmate.com.

Responsibility Statement
The directors of Solmate accept responsibility for the information contained in this announcement. To the best of their knowledge and belief (having taken all reasonable care to ensure such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

Disclosure Requirements of the Irish Takeover Rules
Under Rule 8.3(a) of the Irish Takeover Rules, any person who is “interested” (directly or indirectly) in 1% or more of any class of “relevant securities” 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 make an “opening position disclosure” by no later than 3.30 pm (US Eastern Time) on the tenth “business day” following the commencement of the “offer period” and, if later, following the announcement in which any securities exchange offeror is first identified. An “opening position disclosure” must contain, among other things, the details specified in Rule 8.6(a) of the Irish Takeover Rules, including details of the person’s “interests” and “short positions” in any “relevant securities” of each of (i) the offeree company and (ii) any securities exchange offeror.

Under Rule 8.3(b) of the Irish Takeover Rules, any person who is, or becomes, “interested” (directly or indirectly) in 1% or more of any class of “relevant securities” 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 “dealings” in such “relevant securities” during the “offer period”. The disclosure of a “dealing” in “relevant securities” 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 “business day” following the date of the relevant “dealing”. 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 “interests” and “short positions” in (including rights to subscribe for) any “relevant securities”.

In addition, each of the offeree company and the offeror must make an “opening position disclosure” by no later than 12 noon (US Eastern Time) on the day falling 10 “business days” following the commencement of the “offer period” and must subsequently disclose details of any “dealings” by it or any person “acting in concert” with it in “relevant securities” 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 “business day” following the relevant “dealing”. All subsequent “dealings” in “relevant securities” 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 “business day” following the date of the relevant “dealing”.

If two or more persons co-operate on the basis of an agreement, either express or tacit, either oral or written, to acquire an “interest” in “relevant securities” 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.

A disclosure table, giving details of the companies in whose “relevant securities” opening position disclosures and dealing disclosures should be made, can be found on the Irish Takeover Panel’s website at www.irishtakeoverpanel.ie.

“Interests in securities” 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 “interest” by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks in this section are defined in the Irish Takeover Rules, which can also be found on the Irish Takeover Panel’s website.

If you are in any doubt as to whether or not you are required to disclose an “opening position” or “dealing” under Rule 8, please consult the Irish Takeover Panel’s website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone number +353 1 678 9020.

Publication on Website

In accordance with Rule 26.1 of the Irish Takeover Rules, a copy of this announcement will be available on Solmate’s website by no later than 12 noon (US Eastern Time) on the business day following publication of this announcement. The content of the website referred to in this announcement is not incorporated into, and does not form part of, this announcement.

No Offer or Solicitation

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction, whether pursuant to this announcement or otherwise.

The distribution of this announcement in jurisdictions outside Ireland or the United States may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Requesting Hard Copy Information

Any Solmate shareholder may request a copy of this announcement in hard copy form by writing to the Company Secretary, Brera Holdings PLC, 5th Floor Rear, Connaught House, 1 Burlington Road, Dublin 4, Ireland. Any such requests must include the identity of the Solmate shareholder and any hard copy documents will be posted to the address of the Solmate shareholder provided in the request.

Cautionary Disclosure Regarding Forward-Looking Statements

This announcement includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “expect,” “intend,” “plan,” “anticipate,” “believe,” “will,” and similar expressions. These statements include, but are not limited to, statements regarding the Company’s business strategy, future growth, market opportunities and shareholder value creation. These forward-looking statements are based on current expectations, estimates, assumptions and projections and involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied by such statements. Additional information concerning these and other risks is contained in the Company’s filings with the U.S. Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statements except as required by applicable law.

Solmate’s forward-looking statements are based on estimates and assumptions that are made within the bounds of Solmate’s knowledge of Solmate’s business and operations and that Solmate considers reasonable. However, Solmate’s business and operations are subject to significant risks, and, as a result, there can be no assurance that actual results and the results of the company’s business and operations will not differ materially from the results contemplated in such forward-looking statements. Factors that could cause actual results to differ from expectations in Solmate’s forward-looking statements include the risks and uncertainties described under the heading “Risk Factors” in Solmate’s most recent Annual Report on Form 20-F and subsequent filings with the Securities and Exchange Commission.

Forward-looking statements speak only as of the date they are made and are not guarantees of future performance. Accordingly, you should not place undue reliance on forward-looking statements. Solmate does not undertake any obligation to publicly update or revise its forward-looking statements, except as required by law.

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