REG - MTI Wireless Edge - Notice of extraordinary shareholder meeting

MTI Wireless EdgeAnnouncement

22/08/2025 07:00

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RNS Number : 3362W  MTI Wireless Edge Limited  22 August 2025

22 August 2025

 

MTI Wireless Edge Ltd

 

("MTI" or the "Company")

 

Notice of extraordinary shareholder meeting

 

Nomination of Chair and Vice Chair of the board of directors

 

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 an extraordinary
general meeting of the Company (the "EGM") at 14.00 hrs (London time) on 29
September 2025. The EGM will be held at the offices of Allenby Capital
Limited, 5 St. Helen's Place, London, EC3A 6AB for the purpose of:

 

EGM

 

1.   electing Mrs. Amalia Borovitz Bryl as a director and the chair of the
board of directors ("Chair") of the Company.

2.   approval of Mrs. Amalia Borovitz Bryl entering into the existing
Management Services Agreement (as defined below) replacing the late Mr. Zvi
Borovitz as the Chair under the same terms and conditions, effective from 20
August 2025. This follows the approval on 18 March 2025 of the management
services agreement (the "Management Services Agreement"), summarized in
relation to Mrs. Borovitz Bryl in Schedule A to this announcement, between the
Company and Mokirei Aya Management (2003) Ltd. (the "Management Company") for
the provision of the services of the Chairman of the Company for a further
three years or for a longer period, to the extent prescribed in the provisions
of the Israeli Companies Law, with effect from 1 March 2025 to the death of
Mr. Zvi Borovitz.

3.   approval of an amendment to the 2025 Remuneration Policy of the Company
adopted in March 2025 ("2025 Remuneration Policy"), as detailed in Schedule B.

4.   subject to the approval of the amendment to the 2025 Remuneration
Policy, approval of the entering into a management service agreement with
David Yariv, who is an existing director of the Company and a relative of
Jacques and Rina Beer, and who is deemed part of the controlling shareholders
of the Company, for his service as vice chairman of the board of directors of
the Company ("Vice Chairman"), summarized in Schedule A to this announcement,
until the end of February 2028 with effect from 20 August 2025.

5.   approval of the granting of a deed of indemnification (the "Deed") to
Mrs. Amalia Borovitz Bryl on the same terms as the other directors and
officers of the Company for a three year term or for a longer period, to the
extent prescribed in the provisions of the Israeli Companies Law.

 

Nomination of the Chair and approving the remuneration for Mrs. Borovitz Bryl

Following the adoption of the 2025 Remuneration Policy, the Deed for directors
and office holders, and the extension of the Management Services Agreement on
18 March 2025, and the death of Mr. Zvi Borovitz the Company wishes to
nominate Mrs. Amalia Borovitz Bryl as the Chair under the same terms and
conditions as approved on 18 March 2025. The Management Company is a wholly
owned subsidiary of Mokirei Aya Ltd., which is the controlling shareholder of
MTI, as a result of which, according to sections 270 and 275 to the Israeli
Companies Law, any amendments to the Management Services Agreement, and
issuance of a deed to Mrs. Amalia Borovitz Bryl, requires the prior approval
of the Remuneration Committee, the Board of Directors and the approval of
shareholders at a general meeting.

As a result of the aforesaid provisions of the Israeli Companies Law, the
Company (following receipt of approvals from the Audit Committee, acting also
as the Remuneration Committee, and the Board of Directors of the Company)
proposes to change the Management Services Agreement, approving Mrs. Borovitz
Bryl as the Chair under the terms set out in Schedule A to this announcement
which are the same terms approved at the extraordinary general meeting of the
Company on 18 March 2025, including the grant of the Deed and inclusion in
insurance arrangements for officers, for a three year term or for a longer
period, effective from 1 March 2025, to the extent prescribed in the
provisions of the Israeli Companies Law.

In addition, it should be noted that both the Company and the Management
Company are Israeli companies and subject to the provisions of the Israeli
Companies Law.

Amalia Borovitz Bryl

Amalia Borovitz Bryl is an innovation strategy consultant to various high-tech
companies in Israel, helping them define their short and long-term strategic
goals and form detailed execution and yearly work plans. She also consulted
for multi-national enterprises (Samsung and Seagate) in creating their
innovation centres in Israel and connecting with the local business
ecosystem.  In parallel, she co-founded and is still involved in an Israeli
investment syndication platform, focused exclusively on EdTech and learning
technologies that aim to solve the ever-changing needs of the modern-day
workplace.

 

She holds a Master's Degree in Business Administration with a major in Finance
and a Bachelor of Law, LL. B, both from Tel-Aviv University, Israel and
participated in the Harvard Business School, Leadership Program (Harvard-Maoz
collaboration).

 

Mrs. Borovitz Bryl has previously served as a director of MTI Computers and
Software Services (1982) Ltd. until its merger into MTI in 2018.  Mrs.
Borovitz Bryl is the daughter of the late Mr. Zvi Borovitz and the sister of
Moni Borovitz, CEO of the Company.

 

Mrs. Borovitz Bryl has signed a director eligibility declaration indicating
that she can be nominated as a director of the Company in accordance with the
Israeli Companies Law. Her declaration is included in Schedule C to the notice
of EGM, which will shortly be available to view on the Company's website.

 

Additional disclosures required under the AIM Rules for Companies

Pursuant to Rule 17 and Schedule Two Paragraph (g) of the AIM Rules for
Companies, Amalia Borovitz Bryl (née Amalia Borovitz), age 58, 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
 Mokirei Aya Ltd. (Israel)                          Kvasir Education Ltd (Israel)

 EDvantage (Learning Advantages) Ltd (Israel)       Strigo Ltd (Israel)

                                                    Makeree Ltd (Israel)

Mrs. Borovitz Bryl has a 25% interest in and is a director of Mokirei Aya Ltd,
which holds 27,020,895 Ordinary Shares in the Company. Mrs. Borovitz Bryl has
no direct holding in the Company.

Approval of amendment to the Company's Remuneration Policy

Pursuant to Section 267 to the Israeli Companies Law, any remuneration policy
for officers requires the prior approval of that company's board of directors,
remuneration committee and at a general meeting of shareholders. The last
approval was received in March 2025, but due to the death of the founder and
late chairman of the Company, Mr. Zvi Borovitz, the board of directors of the
Company wishes to strengthen the board and proposes to amend the 2025
Remuneration Policy, as detailed in Schedule B.

Nomination of the Vice Chairman and approving the remuneration for Mr. David
Yariv

As Zvi Borovitz was the Company's founder and had a key role on the board, the
members of the board believe that a small restructuring of the board will be
beneficial to the Company and the additional role for Mr. David Yariv as Vice
Chairman will enable him to devote more time to the board and allow the board
to focus more on the opportunities that are available to the Company.

Related party transactions

As at the date of this announcement, the Management Company is a wholly owned
subsidiary of Mokirei Aya Ltd., a company controlled by members of the
Borovitz family (including the estate of Zvi Borovitz, Moni Borovitz, director
and CEO of the Company and Amalia Borovitz Bryl who is proposed for nomination
as the Chair of the Company). Mokirei Aya Ltd is interested in a total of
27,020,895 Ordinary Shares, which represents 31.35% of the voting rights in
the issued ordinary share capital of the Company (or 30.52% without taking
into consideration the shares held by the Company as treasury shares). The
estate of Zvi Borovitz and Moni Borovitz are also beneficially interested in
1,146,429 and 371,254 Ordinary Shares respectively, representing 1.33% and
0.43% of the voting rights in the issued ordinary share capital of the Company
(or 1.29% and 0.42% without taking into consideration the shares held by the
Company as treasury shares).

 

Jacques and Rina Beer with whom Mokirei Aya Ltd, has a joint control
agreement, are collectively interested in a total of 9,647,042 Ordinary
Shares, which represents 11.19% of the voting rights in the issued ordinary
share capital of the Company (or 10.90% without taking into consideration the
shares held by the Company as treasury shares). The Company's non-executive
director, David Yariv is the son in-law of Jacques and Rina Beer and is
appointed to the Company's board as a representative director pursuant to the
aforementioned joint control agreement.

 

 

Notice to shareholders

The notice of the EGM will be posted to shareholders and will shortly be
available on the Company's website at the following address,
www.mtiwirelessedge.com (http://www.mtiwirelessedge.com) , in accordance with
AIM Rule 20.

 

Schedule A

Proposed Chair - Mrs. Amalia Borovitz Bryl

 

Fixed component -- Similar fee to that approved for the late chairman of the
board at the extraordinary general meeting of the Company on 18 March 2025.

 

The Chair shall be entitled to a management fee of NIS 51,000 per month based
on a minimum of 40% of a standard working week. This fixed component shall be
linked to CPI-related inflation adjustment increases, as per the existing
terms of the Management Services Agreement.

 

In addition to the management fee the Chair is entitled to a car as per the
existing terms of the Management Services Agreement.

 

Variable Component - No change from the 2025 remuneration plan approved at the
extraordinary general meeting of the Company on 18 March 2025.

 

Minimum - No bonus will be paid if the Company's net consolidated profit is
below US$1,200,000.

A variable bonus of 2.5% of the Company's net consolidated profit above
US$1,200,000, prior to the bonuses distributed by the Company to its managers
under the remuneration policy, will be paid.

 

Maximum - Maximum Variable Compensation per annum - US$100,000.

 

Equity Compensation - No updates versus the 2022 remuneration plan.

 

For the avoidance of doubt, the Deed and Directors' and Officers' insurance
arrangements applicable to the Company's directors and officers and in
accordance with the 2025 Remuneration Policy shall apply to Mrs. Amalia
Borovitz Bryl.

 

Proposed Vice Chairman - Mr. David Yariv

 

Fixed component -- The Vice Chairman shall be entitled to a management fee of
NIS 17,000 per month for ongoing consultation based on approximately 15% of a
standard working week. This fixed component shall be linked to CPI-related
inflation adjustment increases, as per the existing terms of the Management
Services Agreement.

 

Variable Component - Minimum - No bonus will be paid if the Company's net
consolidated profit is below US$1,200,000. A variable bonus of 1% of the
Company's net consolidated profit above US$1,200,000, prior to the bonuses
distributed by the Company to its managers under the remuneration policy, will
be paid.

 

Maximum - Maximum Variable Compensation per annum - US$35,000.

 

Equity Compensation - No updates versus the 2022 remuneration plan.

 

For the avoidance of doubt, the Deed and Directors' and Officers' insurance
arrangements applicable to the Company's directors and officers and in
accordance with the 2025 Remuneration Policy shall continue to apply to Mr.
David Yariv.

 

Furthermore - this new remuneration shall replace the current annual fee paid
to Mr. David Yariv.

 

Schedule B - Amendment to Office Holders' Remuneration Policy Outline

Following the death of the founder and late chairman of the Company, Mr. Zvi
Borovitz, the board of directors of the Company, wishes to appoint Mr. David
Yariv as Vice Chairman of the Company's Board, in order to strengthen the
Board and increase the Vice Chairman's involvement in the Company.

Therefore, the Company proposes to update the Remuneration Policy of the
Company ("2025 Remuneration Policy") adopted in March 2025 through an addendum
to the 2025 Remuneration Policy, as detailed below, in order to reflect the
changes in the Company's management structure and the compensation offered.

Addendum to the 2025 Remuneration Policy

1.   The Vice Chairman capacity will be limited to no more than 20% of a
standard working week, although it might be lower capacity and be as required.

2.   Fixed remuneration components (section 8 to 2025 Remuneration Policy):
The maximum Fixed remuneration component for the services of the Vice Chairman
shall be no more than 20,000 NIS per month.

3.   Variable Component - Bonus (section 9 to 2025 Remuneration Policy): The
Company may offer to the Vice Chairman a variable component which shall be
limited to a maximum of 1% of the consolidated net profit exceeding the
Consolidated Net Profit Floor and before bonuses distributed by the Company to
its managers under the 2025 Remuneration Policy, all as defined in the 2025
Remuneration Policy. Such variable component shall be limited to a maximum of
$35,000 per year.

4.   The provisions of the 2025 Remuneration Policy on equity components,
advance notice and severance grants (sections 10-11 to 2025 Remuneration
Policy) that apply to other officers (as defined in the Remuneration Policy)
may also apply accordingly to the Vice Chairman.

5.   For the avoidance of doubt, it is hereby clarified that the VAT amount,
if applicable, is not included.

6.   Subject to this Addendum receiving all of the required approvals in
accordance with the Companies Law-1999, this Addendum shall become part of the
2025 Remuneration Policy for all intents and purposes. Except these changes,
all other parts of the 2025 Remuneration Policy shall remain in force and as
approved in March 2025.

 

 

For further information please contact:

 MTI Wireless Edge Ltd                                          +972 3 900 8900

 Moni Borovitz, CEO                                             http://www.mtiwirelessedge.com
                                                                (https://url.avanan.click/v2/___http:/www.mtiwirelessedge.com___.YXAxZTpzaG9yZWNhcDphOm86NTA2ODhlYzU1NzE3NDg0YWIzZWExMDljN2E2YzQ4OGI6NjpiY2U0OjY0MDM5MmE2YTliMzA5MjU1YWJkOGUzMGQwZGExNDU5NjYxOWYwNGY3YzYxMTY2NGRkODU2YzQxMzhkZTc4MTY6cDpUOk4)

 Allenby Capital Limited (Nomad and Joint Broker)               +44 20 3328 5656

 Nick Naylor/Alex Brearley/Piers Shimwell (Corporate Finance)

 Guy McDougall/Amrit Nahal (Sales and Corporate Broking)

 Shore Capital (Joint Broker)                                   +44 20 7408 4090

 Toby Gibbs/George Payne (Corporate Advisory)

 Fiona Conroy (Corporate Broking)

 Novella (Financial PR)                                         +44 20 3151 7008

 Tim Robertson/Safia Colebrook

 

 

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 a world leader in the design, development and production of high
quality, state-of-the-art, and cost-effective antenna solutions including
Smart Antennas, MIMO Antennas and Dual Polarity Antennas for wireless
applications. MTI supplies antennas for both military and commercial markets
from 100 KHz to 174 GHz.

Internationally recognized as a producer of commercial off-the-Shelf and
custom-developed antenna solutions in a broad frequency range, MTI addresses
both commercial and military applications.

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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