Proposed Board Change & Notice of AGM & EGM

MTI Wireless Edge Limited

09 February 2024

 

9 February 2024

MTI Wireless Edge Ltd

("MTI" or the "Company")

Notice of shareholder meetings

Proposed appointment of Non-Executive Director

MTI Wireless Edge Ltd. (AIM: MWE), the technology group focused on comprehensive communication and radio frequency solutions across multiple sectors, is pleased to announce that it will be holding its annual general meeting (the "AGM") and an extraordinary general meeting of the Company (the "EGM") (together the "General Meetings") at 14.00 hrs (London time) on 20 March 2024. The General Meetings will be held at the offices of Allenby Capital Limited, 5 St Helen's Place, London, EC3A 6AB for the purpose of:

AGM

1.   the presentation of the 2023 financial reports;

2.   re-electing Mr. Zvi Borovitz as chairman of the Company;

3.   re-electing Mr. Moni Borovitz, the Company's CEO, as a director of the Company;

4.   re-electing Mr. Dov Feiner, the Company's antenna division General Manager, as a director of the Company;

5.   re-electing Mr. David Yariv as a non-executive director of the Company;

6.   re-electing Mr. Michael Yehezkel Karo as a non-executive director of the Company; and

7.   re-appointing BDO Israel LLP as the Company's auditors for the year ending 31 December 2024 and to authorize the directors to determine the auditors' remuneration for such year in accordance with the recommendation of the Audit Committee.

EGM

8.   approving the appointment of Mrs Hani Lerman as external director for three years; and

9.   subject to the approval of resolution 8, approving the granting of an indemnity letter to Mrs Hani Lerman, on the same terms as the other officers of the Company and in accordance with the 2022 Remuneration Policy.

Shareholders should note that Mr. Luke Ahern will remain in his position as a non-executive external director as a result of the fact that his appointment was for three years from March 2022.

Shareholders should also note that, following its publication, the Company will not be posting hard copies of the annual report for the year ended 31 December 2023 to its shareholders.  Shareholders who require a copy of the annual report may download it, once published, from the Company's website at www.mtiwirelessedge.com or write to the Company, at MTI Wireless Edge Ltd Headquarters,11 Hamelacha St. Afek Industrial Park, Rosh-Ha'Ayin, Israel, requesting a hard copy. 

Election of Mrs. Hanna (Hani) Lerman as external director for three years

Pursuant to the provisions of the Israeli Companies Law, the Company has to nominate an external (independent) director every three years for a maximum of three terms (totalling nine years). Mrs. Lihi Elimelech Bechor was first nominated as external director of the Company on March 2015, which was followed by two extensions until the maximum term allowed and therefore the Company is required to appoint a replacement external director. The Company wishes to nominate Mrs. Hani Lerman as an external director, conditional on the consent of shareholders at the Company's forthcoming EGM on 20 March 2024 and, if approved, the appointment will become effective as from the close of the EGM.

Subject to her appointment, Mrs. Lerman will be entitled to annual remuneration in accordance with the Companies Regulations (Rules concerning Remuneration and Expenses for External Directors), 5760-2000 and the Remuneration Policy. In addition, she will be entitled to be included in the Company's insurance and indemnity arrangements for officers.

Hani Lerman is a director of NASDAQ listed dermatology company Sol-Gel Technologies Ltd.  Mrs Lerman has served as Chief Financial Officer at Arkin Holdings since 2015.  From 2010 until 2014, Mrs Lerman served as the Chief Financial Officer of Sansa Security (previously known as Discretix Technologies) and from 2006 until 2010 she served as Chief Financial Officer of Storwize, which was acquired by IBM in 2010.  She holds a Master's Degree in Business Administration with a major in Finance and a B.A. in Economics and Accounting, both from Tel-Aviv University, Israel.  Mrs Lerman has previously served as an external director of MTI from 2006 to 2015.

Additional disclosures required under the AIM Rules for Companies

Pursuant to Rule 17 and Schedule Two Paragraph (g) of the AIM Rules for Companies, Hanna Lerman (formerly Hanna Helman), age 51, is, or has during the previous five years, been a director or partner of the following companies and partnerships:

Current Directorships or Partnerships		Directorships or Partnerships in the previous five years
Sol-Gel Technologies Ltd.		Exalenz Bioscience Ltd. Sphera Funds Management Ltd.

Mrs Lerman currently holds 41,271 Ordinary Shares in the Company.

Notice to shareholders

The notice of the General Meetings will be posted to shareholders and will shortly be available on the Company's website at the following address, www.mtiwirelessedge.com, in accordance with AIM Rule 20.

For further information please contact:

MTI Wireless Edge Ltd Moni Borovitz, CEO	[phone] http://www.mtiwirelessedge.com
Allenby Capital Limited (Nomad and Joint Broker) Nick Naylor/Alex Brearley/Piers Shimwell (Corporate Finance) Guy McDougall/Amrit Nahal (Sales and Corporate Broking)	[phone]
Shore Capital (Joint Broker) Toby Gibbs/Rachel Goldstein (Corporate Advisory)	[phone]
Novella (Financial PR) Tim Robertson/Safia Colebrook	[phone]

About MTI Wireless Edge Ltd. ("MTI")

Headquartered in Israel, MTI is a technology group focused on comprehensive communication and radio frequency solutions across multiple sectors through three core divisions:

Antenna division

MTI is internationally recognized as a producer of commercial off-the-Shelf and custom-developed antenna solutions in a broad frequency range of HF to 170 GHz for commercial, RFID and military applications. MTI continuously invests in ground breaking technologies, explores new frequencies, and devises innovative solutions which empower our wireless communication customers with cutting-edge off-the-shelf and custom-made antennas.

We are at the forefront of technology and innovation, being the first to introduce Dual Band parabolic antennas, E Band Automatic Beam Steering antennas, E Band FCC compliant flat antennas, and more.

MTI supplies directional and omnidirectional antennas for outdoor and indoor deployments, including smart antennas for 5G backhaul, Broadband access, public safety, RFID, base station and terminals for the utility market.

Military applications include a wide range of broadband, tactical and specialized communication antennas, antenna systems and DF arrays installed on numerous airborne, ground and naval, including submarine, platforms worldwide.

Water Control & Management division

Via its subsidiary, Mottech Water Solutions Ltd ("Mottech"), MTI provides high-end remote control and monitoring solutions for water and irrigation applications based on Motorola's IRRInet state-of-the-art control, monitoring and communication technologies.

As Motorola's global prime-distributor Mottech serves its customers worldwide through its international subsidiaries and a global network of local distributors and representatives. With over 25 years of experience in providing customers with irrigation remote control and management, Mottech's solutions ensure constant, reliable and accurate water usage, increase crops quality and yield while reducing operational and maintenance costs providing fast ROI while helping sustain the environment. Mottech's activities are focused in the market segments of agriculture, water distribution, municipal and commercial landscape as well as wastewater and storm-water reuse.

Distribution & Professional Consulting Services division

Via its subsidiary, MTI Summit Electronics Ltd., MTI offers consulting, representation and marketing services to foreign companies in the field of RF and Microwave solutions and applications including engineering services (including design and integration) in the field of aerostat systems and the ongoing operation of Platform subsystems, SIGINT, RADAR, communication and observation systems which is performed by the Company. It also specializes in the development, manufacture and integration of communication systems and advanced monitoring and control systems for the Government and defence industry market.

 

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