Directorate change, notice of AGM and EGM

RNS Number : 0245G

MTI Wireless Edge Limited

27 February 2015

 



27 February, 2015

MTI Wireless Edge Ltd

("MTI" or the "Company")

Directorate change, electronic communication and notice of AGM and EGM

Directorate change

The Board of MTI (AIM: MWE) is pleased to announce the conditional appointments of Mrs. Lihi Elimelech-Bechor, Adv. as an external non-executive director. Pursuant to the provisions of the Israeli Companies Law, Mrs. Hanna Lerman can no longer act as an external non-executive director due to the fact that her third three year term will be ending on March 16, 2015 and, therefore, the Company is required to nominate an external (independent) director to replace Mrs. Lerman for an initial term of three years at an EGM and the Company wishes to nominate Mrs. Elimelech-Bechor as such. 

This appointment is conditional upon the consent of the shareholders at the Company's forthcoming AGM and EGM on 29 April 2015 and, if approved, the appointment will become effective as of the close of the AGM and EGM.

Mrs. Elimelech-Bechor, Adv. is a senior legal professional with many years of experience, specialising in intellectual property including copyrights, patents, designs and trademarks and managing the IP portfolio of various companies. Prior to specialising in intellectual property, Mrs. Elimelech-Bechor, Adv. served as Director of Marketing & Production for the largest automobile exhibition in Israel. Mrs. Elimelech-Bechor, Adv. currently serves as an external director of (i) Malibu Investments Inc. (a real estate company listed on the Tel Aviv Stock Exchange) with headquarters in Canada and (ii) Inbar Issuing and Finance Ltd. (shares issuing and distribution company).

Dov Feiner, Chief Executive Officer, commented, that: "We are sorry that we have to let Hanna step down and want to thank her for her service and wish her well in the future. We are extremely pleased with the addition of Lihi Elimelech-Bechor to our Board and believe that she will prove to be extremely key to MTI as we continue to expand our commercial activities."

Electronic communication with shareholders

The Company would also like to adopt an electronic communication with its shareholders and, pursuant to the AIM Rules, such must be approved by the shareholders at the general meeting. Electronic communication means that the Company will post its accounts on its website and will no longer post its accounts to the shareholders. However, a notice of such posting to the website will be given to shareholders. 

Notice of AGM and EGM

The Board also announces that the Company's AGM will be held at 2.00 pm (London time) on Wednesday, 29 April 2015 at the offices of Allenby Capital Limited, 3 St Helen's Place, London, EC3A 6AB.

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 for the appointment of Mrs.  Lihi Elimelech-Bechor as an external director, replacing Mrs. Hanna Lerman for a term of 3 years.

As explained further in the Company's Admission Document, pursuant to the Israeli Companies Law 1999, two 'External Directors' are required to hold office in a 'Public Company'. An External Director is an individual who him/herself, or whose relative, partner, employer or a corporation in which s/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 29 March 2015 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 2014;

2.         To appoint Mrs. Lihi Elimelech-Bechor, Adv. as an external non-executive director for a term of three years;

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

4.         To re-elect Mr. 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 re-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 2015 and to authorize the directors to determine the auditors' remuneration for the year 2015; and

8.         To adopt an electronic communication with its shareholders.

Shareholders should note that Mr. Richard Bennett will remain in his position as non-executive external director as a result of the fact that his appointment is for a period of three years from April 2013.

The Company's results for the year ended 31 December 2014, the Company's Audited Report and Accounts will be posted shortly to the shareholders, together with a Notice of Annual General Meeting, and both documents will be available shortly 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 Mrs. Lihi Elimelech-Bechor, Adv.:

Mrs. Lihi Yosefa Elimelech-Bechor (age 37):

Current Directorships and Partnerships Held	Directorships and Partnerships held in the previous 5 years
Malibu Investments Inc. Inbar Issuing and Finance Ltd.	None

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 Ltd. Dov Feiner, CEO Moni Borovitz, Financial Director	[phone]
Allenby Capital Nick Naylor Alex Price	[phone]

About MTI Wireless Edge Ltd.

MTI is engaged in the development, production and marketing of High Quality, Low Cost, Flat Panel Antennas for Commercial & for Military applications. Commercial applications such as: WiMAX, Wireless Networking, RFID readers &, Broadband Wireless Access. With over 40 years experience, supplying antennas 100KHz to 90GHz including directional antennas and Omni directional for outdoor and indoor deployments including Smart Antennas for WiMAX, Wi-Fi, Public Safety, RFID and for Base Stations and Terminals  - Utility Market. Military applications includes a wide range of broadband, tactical and specialized communications antennas, antenna systems and DF arrays installed on numerous airborne, ground and naval, including submarine, platforms worldwide.

 

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