Directorate change and notice of AGM and EGM

RNS Number : 2338Y

MTI Wireless Edge Limited

20 February 2013

 



20 February 2013

MTI Wireless Edge Ltd

("MTI" or the "Company")

Directorate change and notice of AGM and EGM

The Board of MTI Wireless Edge (AIM: MWE) is pleased to announce the conditional appointments of Richard Antony Bennett and Zvi Kanor as non-executive directors. Pursuant to the provisions of the Israeli Companies Law, the Company has to nominate additional external (independent) director beside Hanna Lerman for an initial term of three years at an EGM and the Company wishes to nominate Mr. Bennett as such.  These appointments are conditional on the consent of shareholders at the Company's forthcoming AGM and EGM on 18 April 2013 and, if approved, the appointments will become effective as from the close of the AGM and EGM.

Richard Antony Bennett started his career with General Electric in Asia in 1990 commercializing new communications technologies and supply chain automation systems. In 1994, he was a founding shareholder of J2/JFAX Inc., in New York, which has become a leading internet unified messaging service and is currently listed on NASDAQ. From 1999 to 2001 he joined Virtual Internet as commercial director where he helped manage their admission to AIM. In 2001 he became a founder and director of Pixago which was later sold to First Media. Richard also served as a director and founder of PZERO Ltd, a renewable energy technology consultancy business, whose UK customers were sold to The Carbon Advisory. From 2005 until recently he served as the CEO of the AIM listed Coms plc, an internet telephony service provider. He is currently a non-executive director of AIM listed China New Energy as well as the founder and CEO of Sunbird Bioenergy.

Zvi Kanor started his career as a combat pilot and retired as a Brigadier General having served in the Israeli Defence Forces (IDF) until 1993, where from 1991-1993 he served as the Air Force Attaché at the Israeli Embassy in Washington DC. In 1994 he became CEO of BVR Technologies Ltd, an Israeli company involved in the development, manufacture and market of advanced training and simulation systems for the aerospace industry. In 1997 Zvi served as the CEO of Ophir Tours, an Israeli pacakage holiday and travel company. He then joined a spin off of BVR Systems Ltd, a spin-off of BVR Technologies, which he ran as president from 1999 to 2001. Zvi then served as the CEO of Israel's American Express Tourism Agency for eight years, before subsequently being appointed as the CEO of The Holocaust Victims Assets Restitution Company for one year. Zvi currently serves as the CEO of the Tel Aviv Foundation, which is the international fund-raising arm of the City of Tel Aviv-Yafo. The foundation raises money for educational, social and cultural projects in Tel Aviv-Yafo.

At the same time, the Company announces that Sybille Krinsky is not standing for re-election and, as such, will step down as a non-executive director at the conclusion of the AGM.

Dov Feiner, Chief Executive Officer, commented, that: "We are extremely pleased with the addition of Richard Bennett and Zvi Kanor to our Board and believe that they will both prove to be extremely key to MTI as we continue to expand our commercial activities. We are also grateful to Sybille Krinsky for her time as a non-executive director and wish her well in the future."

Notice of AGM and EGM

The Board also announces that the Company's AGM will be held at 2.00 pm (London time) on Thursday, 18 April 2013 at the offices of Allenby Capital Limited, 32 Davies Street, London W1K 4ND.

In addition, the Board announces that an EGM will also be held at the same time and location for the purpose of seeking shareholders' approval to appoint Mr Richard Bennett as an external director, replacing late Mr Stewart Millman for a term of 3 years.

As explained in the Company's Admission Document, under the Israeli Companies Law- 1999, two "External Directors" shall hold office in a Public Company. An External Director is an individual who himself, or whose relative, partner, employer or a corporation in which he has control, does not have a connection with the company or with a holder of control of the company, or to another corporate controlled by the controlling shareholder of the company on the date of appointment or during the two years preceding the date of appointment.

Shareholders appearing on the Company's registrar on 11 March 2013 are entitled to vote in the AGM and EGM in person or by proxy.

Following receipt of the recommendation of the Board, the Company wishes:

1.         To present the accounts and the reports of the directors and the auditors for the year ended 31 December 2012;

2.         To appoint Mr Richard Bennett for a term of 3 years, replacing late Mr Stewart Millman.

3.         To re-elect Mr Zvi Borovitz as a non-executive chairman of the Company;

4.         To re-elect M. Dov Feiner, the Company's CEO, as a director of the Company;

5.         To re-elect Mr Moni Borovitz, the Company's CFO, as a director of the Company;

6.         To elect Mr Zvi Kanor as a non-executive director of the Company;

7.         To re-appoint BDO Israel LLP as the Company's auditors for the year 2013 and to authorize the directors to determine the auditors' remuneration for the year 2013;

Shareholders should note that Mrs Hanna Lerman will remain in her position as non executive external director as a result of the fact that her appointment was for three years from March 2012.

Following the announcement earlier this morning of the Company's results for the year ended 31 December 2012, the Company's Audited Report and Accounts will shortly be posted to shareholders, together with a Notice of Annual General Meeting, and both documents will shortly be available for download from the Company's website, www.mtiwe.com, in accordance with AIM Rule 20.

Pursuant to Schedule 2 (g) of the AIM Rules for Companies the following is disclosed in relation to Richard Antony Bennett:

Richard Antony Bennett (age 44):

Current Directorships and Partnerships Held	Directorships and Partnerships held in the previous 5 years
NoCOO Limited China New Energy Limited (Jersey) MRJ Biofuel Limited	Coms plc Coms.com Limited Exchangenext Limited Superline Telecommunications Limited Seamwell Energy Limited Coms Enterprise Limited The Carbon Advisory Limited Jade Commodities Limited

There is no further information required to be disclosed in respect of the above appointment pursuant to Schedule Two paragraph (g) of the AIM Rules.

Pursuant to Schedule 2 (g) of the AIM Rules for Companies the following is disclosed in relation to Zvi Kanor:

Zvi Kanor (age 65):

Current Directorships and Partnerships Held	Directorships and Partnerships held in the previous 5 years
Tel Aviv-Yafo Foundation MTI Computers and Software Services Ltd Chameleon Inflatable Images Ltd Chameleon Advanced Construction Limited Canturzi Ltd Alon-Amex Ltd Azuri-Amex ltd Histour-Altiv Ltd American Express Travel Services	The Company for Location & Restitution of Holocaust Victims Assets Ltd.

There is no further information required to be disclosed in respect of the above appointment pursuant to Schedule Two paragraph (g) of the AIM Rules.

Contacts:

MTI Wireless Edge Dov Feiner, CEO Moni Borovitz, Financial Director	[phone]
Allenby Capital Nick Naylor Alex Price	[phone]
Newgate Threadneedle Graham Herring Alex White Robyn McConnachie	[phone]

About MTI Wireless Edge

MTI designs and manufactures flat panel antennas, largely supplied to international OEMs of fixed broadband wireless access systems. With over 30 years of technical `know-how', flexible high volume manufacturing capabilities and low failure rates, MTI's antennas now comprise approximately 25% of the global fixed broadband wireless antenna market. In addition, the Company has successfully developed products for new commercial applications as wireless systems become increasingly prevalent in new markets.

 

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