REG - MTI Wireless Edge - Notice of shareholder meetings
05/02/2025 08:30
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RNS Number : 8941V MTI Wireless Edge Limited 05 February 2025
5 February 2025
MTI Wireless Edge Ltd
("MTI" or the "Company")
Notice of shareholder meetings
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 18 March
2025. 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 2024 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 2025 and authorizing the directors to determine the
auditors' remuneration for such year in accordance with the recommendation of
the Audit Committee.
EGM
8. re-electing Mr. Luke Ahern as external director for an additional three
years;
9. approving an updated Remuneration Policy for a period of three years or
for a longer period, to the extent prescribed in the provisions of the Israeli
Companies Law- 1999 (the "Israeli Companies Law"), without material changes to
its key terms, except in relation to the indemnification and insurance of
officers liability sections (attached to this announcement as schedule A) (the
"2025 Remuneration Policy");
10. approval of a new deed of indemnification (attached to this announcement
as schedule B) (the "Deed") in accordance with the 2025 Remuneration Policy,
and granting the Deed to all directors and officers of the Company, including
the existing directors and officers who had the deed of indemnification in its
prior version;
11. subject to the approval of resolution 9 (approval of the 2025 Remuneration
Policy), approval to extend the management services agreement (the "Management
Services Agreement"), summarized in Schedule C to this announcement, between
the Company and Mokirei Aya Management (2003) Ltd. (the "Management Company")
for the provision of the services of the Chairman and CEO 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;
12. subject to the approval of resolutions 9, 10 and 11, approval of the
granting of the Deed to Mr. Zvi Borovitz, Mr. Moshe (Moni) Borovitz, Mr. David
Yariv and the Management Company 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; and
13. subject to the approval of resolution 9 (approval of the 2025 Remuneration
Policy), approval to grant a severance/adaptation grant equal to three (3)
month's salary to Mr. Dov Feiner, director and the Company's antenna division
General Manager who is stepping down from full time employment, after service
of over 35 years in the Company.
Shareholders should note that Mrs. Hani Lerman will remain in her position as
a non-executive external director as a result of the fact that her appointment
was for three years from April 2024.
Re-electing Mr. Luke Ahern as external director for an additional three years
Mr. Luke Ahern's first three-year term nomination as an external director will
expire on 9 March 2025. In accordance with the Israeli Companies Law, on 5
February 2025 the board recommended to nominate Luke Ahern as an external
director for a second three year term starting on 9 March 2025. Mr. Ahern has
signed a director eligibility declaration indicating that he can be re
nominated as an external director of the Company in accordance with the
Israeli Companies Law. His declaration is included in schedule D to the notice
of AGM and EGM, which will shortly be available to view on the Company's
website.
Approval of the Remuneration Policy
Pursuant to the Israeli Companies Law, the Company's shareholders have to
approve the remuneration policy for the Company's officers every three years.
The last approval was received in March 2022, and shall expire on 9 March
2025. Therefore, it is proposed to approve the extension of the remuneration
policy while updating it for a period of three years or for a longer period,
to the extent permitted in the provisions of the Israeli Companies Law (the
"2025 Remuneration Policy"). The 2025 Remuneration Policy is outlined in
Schedule A to this announcement.
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.
Notwithstanding the aforesaid, since the Company is not a subsidiary of a
public company (as defined in the Israeli Companies Law), the Company's Board
of Directors may approve the 2025 Remuneration Policy, despite the objection
of the shareholders (if any), provided that the remuneration committee and
thereafter the Board of Directors determine, following additional discussions
and supported by detailed arguments, that it is for the benefit of the
Company.
Approval of the Deed
Since 2012, following the receipt of all relevant approvals, including at an
extraordinary shareholders meeting, the Company has provided to all its
directors and officers, including directors and or officers in its
subsidiaries and/or affiliated companies, a deed of indemnification. The
Company wishes to make certain updates to it as seen in the Deed (attached to
this announcement as schedule B) and, if approved, will enter into this new
Deed with all directors and officers of the Company and its subsidiaries
and/or affiliated companies, including the existing directors and officers who
had the deed of indemnification prior to this approval.
In addition, it is proposed to approve the entering into of the aforementioned
Deed with directors and officers related to the controlling Shareholders
and/or their relatives, being: Mr. Zvi Borovitz, Mr. Moshe (Moni) Borovitz,
Mr. David Yariv and the Management Company, on the same terms for a three year
term or for a longer period, to the extent prescribed in the provisions of the
Israeli Companies Law.
The extension to the Management Service Agreement
Subject to the adoption of the 2025 Remuneration Policy, the Company plans to
extend the Management Services Agreement under the same terms and conditions,
other than as described below. 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, including
an extension of the said agreement beyond a period of three years, requires,
every three years, 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 to 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)
proposed to extend the Management Services Agreement, as per the terms set out
in Schedule C to this announcement, including the grant of the Deed (as set
out below) 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. The overall terms
and conditions of the Management Services Agreement shall remain largely
unchanged, save for a small reduction in the minimum time required by the
chairman and changes to the bonus provisions. For more details on the proposed
changes see schedule C.
It should be noted that the terms of the Management Services Agreement and the
Deed are in line with the 2025 Remuneration Policy.
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.
Approval of Deed to related parties
It is proposed to approve the granting of the Deed to directors and officers
who are related to the controlling Shareholders and/or their relatives: Mr.
Zvi Borovitz, Mr. Moshe (Moni) Borovitz, Mr. David Yariv and Mokirei Aya
Management (2003) Ltd on the same terms, for a three year term or for a longer
period, to the extent prescribed in the provisions of the Israeli Companies
Law, effective from 1 March 2025.
Mr. Yariv is a relative of Jacques and Rina Beer and is deemed part of the
controlling shareholders
Grant a severance/adaption grant
Following the announcement made on 25 November 2024 regarding the intention of
Mr. Dov Feiner, director and the Company's antenna division General Manager,
to step down from a full time executive role in April 2025 after serving the
Company for over 35 years, the Company is proposing to approve a grant equal
to three (3) monthly salaries to Mr. Dov Feiner. Mr. Dov Feiner will become a
Non-Executive Director of the Company on 1 May 2025.
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 Zvi Borovitz, Chairman of the Board of Directors
and Moni Borovitz, director and CEO 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). 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 Mokirey 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 AGM and 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.
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/Rachel Goldstein (Corporate Advisory)
Fiona Conroy (Corporate Broking)
Novella (Financial PR) +44 20 3151 7008
Tim Robertson/Safia Colebrook
Schedule A
Office Holders' Remuneration Policy Outline
MTI Wireless Edge Ltd.
January 2025
Table of Contents
The members of the Remuneration Committee of MTI Wireless Edge Ltd.
Chapter A - Background and Description of the current remuneration in the
Company:
1. The objective of the document and its content
2. The Validity and Applicability of the Remuneration Policy
3. Guiding principles in the formulation of a Remuneration Policy
4. Description of the Company
5. Company's strategy - Goals and Objectives
o Strategies
o Measurable Goals
6. Office Holders - definition
7. Expertise and Achievements of the Company's Office Holders
Chapter B - The Remuneration Policy
The Remuneration Policy - Discussions of the Components of the Remuneration
Packages
8. Fixed remuneration components
9. Variable Component - bonus
10. Equity Component
11. The compensation Terms - Advance Notice and Severance Grant
12. The ratio between variable components and fixed components in the
remuneration package
13. The ratio between the terms of employment of the Office Holders and the
terms of employment of all other Company's employees
14. Directors Remuneration
15. Waiver, Indemnification and Insurance
The members of the Remuneration Committee of MTI Wireless Edge Ltd. are:
Luke Ahern - External director, Chairman of the committee
Hani Lerman - External director
Michael Yehezkel Karo - Director
Chapter A - Background and Description of the current remuneration in the
Company
1. The objective of this document and its content
The objective of this document is to define and describe the Company's
'Officer Remuneration Policy' as required under the Companies Law-1999
(hereinafter: the "Companies Law").
This document is intended to define, describe and detail the policy of the
Company regarding the remuneration of the Company's officers, its components
and the manner of its determination. The policy refers to the overall
remuneration of officers in the Company in respect of their work and / or
services provided by them to the Company (i.e., including service and / or
services provided by the officers of the Company to the Company's subsidiaries
as part of the definition of the position of officers in the Company).
The Company's remuneration policy and its publication are intended to increase
the transparency of the Company's decisions with respect to the remuneration
of its officers and to improve the ability of all shareholders to express
their opinions and to influence the Company's remuneration policy.
It is emphasized that this Remuneration Policy does not grant rights to the
Company's officers, and the adoption of this Updated Remuneration Policy in
itself does not grant the right to any officer of the Company to receive any
of the compensation components described in the Updated Remuneration Policy.
The compensation components that the officer will be entitled to receive will
be only those that are specifically approved for the officer by the Company's
authorized bodies, subject to the provisions of any applicable law.
2. The Validity and Applicability of the Remuneration Policy
2.1. In accordance with the provisions of the Companies Law, on
July 2013, the General Shareholders Meeting approved the first Remuneration
Policy for a period of three (3) years, and thereafter on May 2016, January
2019 and January 2022, the Remuneration Policy was updated and approved at the
General Shareholders Meeting (the "Existing Remuneration Policy").
2.2. Below is a new Remuneration Policy approved by the
Remuneration Committee and the Board of Directors of the Company for a period
of three (3) years commencing on the date of its approval (as described in
section 2.3 below) or for a longer period, to the extent prescribed in the
provisions of the Companies Law, which is an update and addition to the
Existing Remuneration Policy, without material changes to its terms ("2025
Remuneration Policy").
2.3. This 2025 Remuneration Policy shall be approved at an
Extraordinary Shareholders Meeting. Notwithstanding the aforesaid, since the
Company is not a subsidiary of a public company, the Company's Board of
Directors may approve the 2025 Remuneration Policy, despite the objection of
the shareholders (if any), provided that the Remuneration Committee and
thereafter the Board of Directors determine, following additional discussions
and supported by detailed arguments, that it is for the benefit of the
Company.
2.4. This 2025 Remuneration Policy will supersede, cancel and
replace the Existing Remuneration Policy and any previous policy that the
Company had until the date of adoption of this policy and will apply to the
terms of compensation of all officers in the Company, which as at the date of
adoption of this policy include the Company's Chief Executive Officer ("CEO"),
The GMs of the Company's Divisions and other office holders who are directly
subordinate to the CEO (together: "Other officers"), Directors and Chairman of
the board.
3. Guiding principles in the formulation of a remuneration
policy
3.1. The Remuneration Policy, established in this document,
reflects the promotion of the Company's goals and objectives in the long term-
the variable component will be granted subject to meeting the Company's goals,
both in the short run and the long run.
3.2. The Remuneration Policy, established in this document,
reflects the Company's position concerning risk management in the Company. The
policy defines the permitted ratio of the variable components included in the
remuneration package, in order to protect the Company from taking unnecessary
risks by senior office holders balanced against the need to preserve the
Company's senior office holders.
4. Description of the Company - MTI Wireless Edge Ltd.
General Description of the Company's operations The Company is engaged in
(i) the development, manufacture and marketing of antennas
(ii) distribution of control and management irrigation systems
produced by Motorola
(iii) consulting, representation and marketing services to foreign
companies in the field of Radio Frequency (RF) and Microwave solutions
including system engineering projects in tethered balloon applications. 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.
Variety of Products and activities Development and production of antennas for military applications and for the
commercial market especially in the areas of millimeter wave (MMW), Point to
Point and radio-frequency identification (RFID) as well as distribution,
integration and management services for Motorola irrigation solutions and
distribution of RF and Medium Wave (MW) components and sub systems and design
integration and implementation services for tethered balloon projects
Company's Customers The main customers of the Company are the security industry in Israel for
military antennas and the manufacturers of wireless systems which sell the
antennas as an integral part of a comprehensive system (OEM) and
municipalities and agriculture farms for the water management business. In the
representation business the main customers are defense and high tech
industries in Israel and for the system engineering division the Ministry of
Defence (MOD) or system houses in various countries.
No. of employees in the organization As of this date the Company employs about 235 employees.
5. Company's Strategy - Goals and Objectives
Strategies
- Continue the penetration into the point to point cellular backhaul
antenna market with our millimeter wave antenna solution and become a dominant
player
- Strengthen the Company's technological capabilities and deepen its
operations in the military market and the security industry.
- Continue and expand the production line in India to market various
products in India and Asia.
- Continue the growth of the wireless control business by
strengthening its marketing and development capabilities
- Creation of a larger recurring revenue business in the water control
segment and in PSK
- Strengthen the representation business and increase its offering
- Establish the system engineering business as a long term operator
for the Israeli MOD
- Increase the number of shelters built per year to increase PSK
involvement in this industry
- Continue to develop the business organically while searching for
external growth (acquisitions) related to its core offering of communication
and radio frequency solutions
Measurable Goals
- Increase the Company's earnings.
- Continue to achieve a minimum operational profitability, on a
consolidated basis, of US$4.15 million, annually, and as follows:
o US$1,500,000 and more per annum in the antenna segment.
o US$1,500,000 and more in the control business
o US$1,000,000 and more in the representation business
o US$50,000 and more in the system engineering business
o US$100,000 and more in PSK
- Improve the Company's gross profitability
- Expand the manufacturing in India as part of the effort to increase
profitability and maintain customer base.
- Improve working capital management (ratio between net working
capital and earnings/credit days/inventory days/suppliers days).
- Establish a US facility to deal with Foreign Military Support
requirements
- An optional pre-condition for personal goals: register an
operational profit and net profit.
6. Office Holders
An Office Holder is defined by the Companies Law as any one of the following:
a director, general manager, chief business manager, deputy general manager,
vice-general manager, any person filling any of these positions in a company
even if he holds a different title, and any other manager directly subordinate
to the general manager.
7. Expertise and Achievements of the Company's Office Holders
The Company takes into consideration the education, experience and expertise
of the office holders, as they appear in the Company's reports, for the
purpose of determining the remuneration package. The Company's remuneration
policy established in this document provides that to the extent that in the
future the Company requires the services of an additional or alternate office
holder, all parameters specified above will be taken into account while
engaging his/her services.
Chapter B - The Remuneration Policy
The Company aspires for a high correlation between the remuneration model of
its office holders and the Company's strategy as reflected in the Company's
goals and objectives specified in this document.
The remuneration committee and the Company's board of directors will examine
the correlation between the office holders' remuneration model and the
Company's strategy taking into consideration the main quantitative and
qualitative goals arising there-from.
From the effective date of this remuneration policy, a remuneration model of
an office holder which does not correlate with the principles of the policy
herein specified, will have to be approved as required, based on grounds which
will be specified, all in accordance with the provisions set forth in the
Companies Law.
The Remuneration Policy - Discussion of the Components of the Remuneration
Packages
The following are guidelines for the Company's remuneration policy as approved
by the remuneration committee and the Company's board of directors, concerning
the components of the remuneration packages
8. Fixed remuneration components
8.1. The monthly salary cost/monthly management fees of the office
holders (including related benefits and excluding bonuses and equity
compensation), for a full time position, shall not exceed the ceiling as
specified below:
Position Maximum
monthly salary cost /management fees - (NIS)
CEO 120,000 for a minimum of 90% of a standard working week
Chairman of the Board 60,000 for a minimum of 40% of a standard working week
Other officers - general managers of the Company's divisions 92,000 for full time employment
Key person responsible for financials 35,000 for full time employment
· For the avoidance of doubt it is hereby clarified that the
VAT amount is not included in the ceilings specified in the table above
· In the case of a less than full time position, the ceiling
of the aforesaid salary cost will be calculated on a proportionate basis.
8.2. Updating the terms of office holders
Non- material changes, as such term is defined below, in the terms of service
and employment of office holders who are directly subordinate to the Company's
CEO (and is not a relative to the controlling shareholder) shall be approved
by the Company's CEO only, provided that the new terms of such officer
complies with the provisions of this Remuneration Policy.
"Non-material changes" - with regard to this section above, means a change in
the remuneration of not more than 10% of the cost of the officer's salary each
year, provided that it does not exceed the ceilings specified in this
Remuneration Policy.
8.3. Linkage - Currently linkage applies to the salaries of most
of the current office holders. According to the Company's Remuneration Policy
as in this document there is no intention to link the components of the fixed
salary/management fees of new office holders.
8.4. Expected changes in the ancillary components - the issue will
be examined as part of the weight of the fixed component vis-a-vis the entire
remuneration package.
8.5. Related benefits for officers and reimbursement of
reasonable expenses
Office holders (excluding non-executive directors) shall be entitled to
benefits as customary in the Company such as provisions for pension, severance
pay, study fund, vacation and or sick days, car maintenance and etc.,
according to his seniority in the Company and in any event no less than that
prescribed by law. In addition, the officers (including directors) will be
entitled to a reimbursement of reasonable expenses they incur while performing
their duties (such as cell phone, food and lodging).
9. Variable Component - Bonus
9.1. The variable component will reflect the contribution of the
Company's office holder to the attainment of the Company's goals and
objectives and to the increase of its profits, in the long run, in accordance
with measurable criteria.
The variable component will be determined in correlation with the Company's
achievements and the personal achievements of the office holder.
The rate of the variable component will be determined by a mechanism which
will refer, inter alia, to the operational/net profit of the Company and to
specific goals, if any (as specified below).
According to the Company's Remuneration Policy as established in this
document, considerable weight should be attributed to the attainment of goals
and objectives which are derived from the Company's strategy. The Company's
goals reflect the Company's attainment, in general, of its goals and
objectives and the general contribution of the office holders to the Company's
success and the Company's intention to reward said office holders for the
Company's general success.
In addition to the Company's goals and objectives, according to the Company's
remuneration policy as established in this document, personal goals will be
assigned to certain office holders, as the case may be, which goals are
defined as individual goals the attainment of which is directly and materially
affected by the office holder.
Each such goal will be deemed to have been attained and the variable component
pertaining thereto will be calculated with respect thereto, only if certain
minimum pre-conditions specifically defined for it were met.
Such goals will include measurable goals which will reflect the Company's
objectives and its short and long term strategy and derivatives of its annual
and perennial work plans.
9.2. Pre-conditions for the grant of variable remuneration
9.2.1. Net profit (consolidated) during the calculation period.
9.2.2. The calculation will be based on accumulated profit commencing
from 2023 (the previous year).
9.3. Target based remuneration model for Office Holders
Name and position of the Office Holder Bonus component arising from profit Bonus component arising from additional goals
Company's CEO 2.5% of the consolidated net profit exceeding the floor and before bonuses Increase of 5% in the consolidated Company's sales relative to the previous
distributed by the Company to its managers under the remuneration policy year will entitle a receipt of bonus in an amount equal to one monthly salary.
Chairman of the Board 2.5% of the consolidated net profit exceeding the floor and before bonuses -
distributed by the Company to its managers under the remuneration policy
Division's GM Each of the Division's GM - 2.5% 1 (#_ftn1) of the operational profit of the Increase of 5% in the relevant segment sales relative to the previous year
segment for which he is responsible exceeding the relevant segment floor, plus will entitle a receipt of bonus in an amount equal to one monthly salary.
0.5% of the consolidated net profit exceeding the Consolidated Net Profit
Floor
Key person responsible for financials 0.2% of the consolidated net profit exceeding the Consolidated Net Profit -
Floor
Operational Profit of the Segments Floor for Bonus purposes (before bonuses
distributed by the Company to its managers under the remuneration policy):
· Antenna - US$750,000
· Controllers - US$750,000
· Representation - US$500,000
· System Engineering - US$100,000
· PSK - - US$100,000
Consolidated Net Profit Floor for Bonus purposes (before bonuses distributed
by the Company to its managers under the remuneration policy) - US$1,200,000
9.4. Discretionary Bonus
The Remuneration Committee and the Board of Directors of the Company will be
entitled to grant officers (with regard to the Chairman of the Board and
Directors - with the approval of General Shareholders Meeting), a
Discretionary Bonus, based on qualitative criteria, regardless of compliance
with the targets.
The amount of the Discretionary Bonus, in any calendar year, shall not exceed
an amount equal to 3 monthly salaries (gross, without any related benefits) of
that office holder, provided that in any event the total bonus granted to an
officer in a calendar year shall not exceed the Bonus Ceilings to which the
officer is entitled, as detailed in the table in section 9.5 below.
Notwithstanding the aforesaid, it is hereby clarified that with regard to the
Company's CEO who also serves as a director of the Company, the Remuneration
Committee and the Board of Directors may grant him a Discretionary Bonus as
set out above and in accordance with the terms of his employment and services,
provided that said employment terms (including the aforementioned
Discretionary Bonus) have been approved by the General Meeting in accordance
with the provisions of the Companies Law.
9.5. Bonus Ceilings (*):
Position Bonus Ceiling
CEO* Up to 8 monthly salaries/management fees
Chairman of the Board $100,000
Other officers (including GM) Up to 8 monthly salaries/management fees
Key person responsible for financials Up to 4 monthly salaries
(*) The bonus is in terms of base gross salary/absolute amount and with
respect of the CEO in terms of monthly cost. It is clarified that the Bonus
Ceiling does not include an Equity component.
9.6. Authority to reduce variable remuneration components (if any)
After receiving the Remuneration Committee's recommendation, the Board of
directors has the authority to reduce variable remuneration components to an
office holder even if the Company's targets were met and/or a specific target
which was assigned to him under the policy was achieved, if the members of the
board of directors are of the opinion that the circumstances are found to
justify such a reduction, or for example, he has not properly fulfilled his
duties during the relevant period. The reduction rate will not exceed 10% of
the variable remuneration as calculated in accordance with the remuneration
formula under the policy.
9.7. Claw-Back
At the time of awarding the grant, the officers shall undertake to return to
the Company the amount of the Bonus or part of it in the event that it becomes
clear in the future that the Bonus was awarded based on erroneous reports
and/or data which were re-presented in the Company's financial statements,
during two consecutive years period after the date of approval of the Bonus.
The Company will amend the Bonus and will take back the part of the
remuneration which was mistakenly granted. After the said two years the
Company will not amend the remuneration which was granted and will not recover
said amounts.
Despite the above, amendments in the Company's financial statements due to a
change in the law, regulations or accounting rules that occurred after the
date of publication of the company's financial report for that year will not
be considered as an amendment due to which the above will apply.
9.8. Other bonus related terms
Unless otherwise provided in the relevant employment agreement, the
Remuneration Committee and Board of Directors are permitted to approve a
proportionate bonus when employment is terminated during the year, insofar as
the officer was not dismissed under circumstances justifying the non-payment
of severance pay.
10. Equity Component
10.1. It is customary for officers in public companies to be offered
an equity component as a part of their total compensation which is intended to
align the interests of the officers to those of the Company's shareholders.
Equity remuneration constitutes a proper mechanism to retain senior office
holders and provides an incentive to senior office holders that is properly
balanced between short term and long term considerations, inter alia, by
providing for a vesting period.
In view of the advantages inherent in the equity remuneration as stated above,
the Company adopted in 2023 an options plan for Company shares, (the "2023
Options Plan"). Subject to the approvals of the Remuneration Committee and
the Board, from time to time, , the Company may offer to any of its officers
(with regard to directors, Chairmen and controlling shareholders and their
relatives - with the approval of the General Shareholders Meeting)
participation in the 2023 Options Plan (as may be updated from time to time)
according to the rules detailed in section 10.2 below.
In this context, it is clarified that the aforesaid provisions will not apply
to options granted to office holders according to previous option plans. The
provisions of section 10.2 below will apply to grants starting from the date
of approval of this Remuneration Policy.
10.2. The granting of Equity remuneration components shall be in
accordance with the 2023 Options Plan and in accordance with the following
principles:
10.2.1. The maximum number of units that can be issued and the dilution
percentage resulting from such distribution;
10.2.2. The ceiling of the fair value of the equity component at the
granting date shall not exceed the amount equal to 50% of the annual cost
salary/management fees of each one of the office holders;
10.2.3. The exercise price of an option shall be determined according to
the higher of the two: (1) the average closing price of the share during the
30 trading days preceding the date of the Board of Directors resolution on the
grant; Or (2) the closing price of the share on the date of the Board of
Directors resolution on the grant;
10.2.4. The vesting period of the option - this period shall not be less
than two years until the full vesting of all of the issuance and to the extent
possible split between two to four years;
10.2.5. The terms in the event of termination of employment (due to
termination, resignation, death or disability) and the provisions for
protecting offerees including in the event of dividend distribution, rights
issuance, merger and acquisition transactions etc.;
The Company's Board may resolve that one or more offeree is entitled to
exercise the options they were granted in such a manner that their exercise
price shall not actually be paid to the Company, but should be taken into
account when calculating the number of shares the offeree is actually entitled
to from the exercise of the options (the "Net Exercise"). The shares issued
from the Net Exercise shall reflect the gross benefit of the options to be
exercised by the offeree at such date as calculated on the exercise date. The
Remuneration Committee and Board shall be entitled to set additional terms
with respect to the options plan (if adopted), as well as update the terms and
provisions from time to time, provided that such change or amendment, as said,
does not deviate from the entitlement ceiling as described in section 10.2.2
above.
11. The Compensation Terms - Advance Notice and Severance Grant
11.1. Advance Notice
An office holder will be entitled to a period of notice according to the
following table:
Position Maximum period of notice
(Months)
CEO Up to 3 months
Chairman of the Board Up to 3 months
Other officers (including GM) Up to 3 months
Key person responsible for financials Up to 2 months
11.2. Severance Grant/Adaptation Grant 2 (#_ftn2)
12. . Subject to the approvals of the Remuneration Committee and the Board,
from time to time, the Company may offer to any of its officers who ends his
executive role in the Company (with regard to directors, Chairmen and
controlling shareholders and their relatives - with the approval of the
General Shareholders Meeting) a severance/adaption grant that does not
exceed a total of three (3) monthly salaries ("adaptation period") , and in
addition to that for the vehicle that will remain for his use during the
adaptation period The ratio between variable components and fixed components
in the remuneration package
According to the Company's remuneration policy as established in this document
the ratio between the variable components and the fixed component shall not
exceed 50% for the CEO; 60% for the Chairman of the Board of Directors; and
50% for the GMs of the Company's Divisions.
13. The ratio between the terms of employment of an office holder and the
terms of employment of all other Company employees in Israel
When determining the compensation terms of the Company's officers, one of the
aspects that will be examined is the ratio between the terms of service of
each of the Company's officers and the average and median cost of employment
of the Company's employees (including contract workers) while taking into
consideration the nature of the officer's position, his seniority, his level
of responsibility and the number of the Company's employees. Calculation is
based on cost (based on average in the nine months ended 30 September 2024)
without car allowances.
Position According to the average employment cost of the Company's other employees According to the median employment cost of the Company's other employees
CEO 3.91 4.61
Chairman of the Board (50%) 2.78 3.27
Other officers 3.50 3.89
Key person responsible for financials 1.30 1.53
The remuneration committee and the Company's board of directors are of the
opinion that these ratios are reasonable and customary and that these gaps do
not have any significant impact (if any) on working relations.
14. Directors' Remuneration
14.1. Directors - Directors (except the Chairman of the Board and other
directors who receive remuneration in respect of their service as the
Company's officers) are entitled to annual remuneration and participation
remuneration in accordance with the Companies Regulations (Rules concerning
Remuneration and Expenses for External Directors), 5760-2000 (the:
"Remuneration Regulations") and as is customary in England. The directors'
remuneration in the Company will not exceed the maximum remuneration due to an
expert director being appointed to the Board, as established in the
Remuneration Regulations, as may be the case from time to time.
A director who is not an office holder and is not an external director will
receive annual remuneration similar to that of an external director.
In this context, the Company will be entitled to increase the amount of the
annual remuneration and participation remuneration if a director meets the
definition of "Expert Director" as this term is defined in the Remuneration
Regulations and who has been assessed as such by the Board of Directors of the
Company.
In fact, all of the Company's non-executive and external directors currently
receive annual remuneration based on $18,000 per year (including participation
remuneration).
14.2. Chairman of the Board:
o The non-executive chairman of the board may receive a fixed monthly salary
which will not be lower than the annual remuneration and participation
remuneration payable to a director in the Company. His salary will be
determined based on the scope of his activity, areas under his responsibility
in the Company and his experience and expertise.
o Regarding the remuneration of the Chairman of the Board of Directors - see
sections 8 and 9 above.
15. Waiver, Indemnification and Insurance
15.1. An office holder in the Company (including a director) may be
entitled, in addition to the remuneration package as described in this
remuneration policy, and subject to the approval of the Company, to an office
holder liability insurance ("D&O Liability Insurance") and indemnification
and waiver arrangements, all subject to the provisions of the law.
15.2. Subject to the provisions of the Company's Law, the Company will
be entitled, with the approval of the Remuneration Committee only, to enter
into the D&O Liability Insurance for its officers (including directors and
officers of the controlling shareholder or on its behalf), whose principal
terms will not exceed the following:
· The limit of liability shall not be less than US$5 million and shall not
exceed US$10 million per event and per period.
· The deductible amounts to be determined as part of any policy purchased
as aforesaid shall not deviate from the accepted practice in the insurance
market for policies of this type and scope as of the date of engagement of the
policy.
· The cost of the annual premium shall be in accordance with the conditions
that will be customary on the date of extension / renewal of the insurance
policy at the time the insurance policy is drawn up or renewed provided that
the annual premium to be paid will be in an amount that is not material to the
Company and will not materially effect the profitability of the Company, its
assets or liabilities. ("Annual Premium").
15.3. In addition, The Company, with the approval of the Remuneration
Committee only, may maintain the effectiveness and validity of its D&O
Liability Insurance or may purchase a Run-Off coverage for a period of at
least 7 years with respect to the liability of its office holders as directors
and officers of the Company, all subject to the restrictions and consents
required under the law, whose principal terms will not exceed the principal
terms detailed in section 15.2 above .
15.4. Deed of indemnification
The Company will indemnify the applicable office holder or director against
any liability or expense imposed upon it or incurred by it in consequence of
any action or actions taken by it within the framework of his/her position,
all in accordance with the terms and conditions of the Deeds of
Indemnification.
The aggregate amount of the indemnity set forth in the Deeds of
Indemnification will not exceed an amount of US$4,000,000 (the "Maximum
Amount"). This Maximum Amount applies to any officer individually and to all
officers jointly, per indemnified event and cumulatively.
The Maximum Amount shall apply only in excess of the amount paid (if and to
the extent that it is paid) within the framework of an insurance policy or an
indemnification by any entity other than the Company.
Section 15 will also apply to directors, whether presiding on behalf of a
controlling shareholder in the Company or not, as well as to external
directors.
Schedule B
Mr. / Mrs. ___________
Date _____________
Dear Sirs
Re Deed of Indemnification (the "Deed")
Whereas You are a director and/or an officer 3 (#_ftn3) of MTI Wireless
Edge Ltd. and serves as a director or officer in a subsidiary company and/or a
affiliated company of MTI Wireless Edge Ltd. (as it will be from time to time)
(hereinafter together: " the Company"),
Whereas The Company's Articles of Association allow the Company to
indemnify its Officers both retrospectively and in advance;
Whereas the Company received all approvals required by the Companies Law
to indemnify directors and officers of the Company, in advance and in
retrospect, on the terms specified in this Deed
Therefore, subject to the provisions of any applicable law and the provisions
of this Deed, without derogating from the Company's rights to indemnify you
retroactively pursuant to its Articles of Association, the Company confirm and
obligate towards you, with no right to renege, as follows:
1. Indemnification
In your capacity as an Officer, the Company is hereby
obligated to indemnify you against any liability or expense imposed upon you
or incurred by you in consequence of any action or actions taken by you within
the framework of your position as an Officer (including actions taken prior to
the date of this Deed) or which you will take in your capacity as an Officer
of the Company or its subsidiary, (the "Other Company "), as follows:
(a) a financial liability which is imposed on you in favor of a third
party in accordance with a judgment (including a judgment which was given by
way of a settlement or through arbitration) approved by the court, as long as:
(i) the maximum amount of the indemnification shall not exceed the amount
specified in Section 2.1 below; and (ii) that such financial liability is
directly or indirectly connected to one or more of the Indemnification Events
or any part of them or to anything pertaining to them, as set forth in
Appendix A to this Deed (the "Appendix");
(b) reasonable litigation expenses, including legal fees, incurred as
a consequence of an investigation or proceedings carried out against you by an
authorized body and which concluded without the filing of an indictment
against you and without imposing any financial liability on you as an
alternative to criminal proceedings, or which ended without the filing of an
indictment against you but with the imposition of financial liability as an
alternative to criminal proceedings, in an offense where criminal intent is
not required 4 (#_ftn4) ;
(c) reasonable litigation expenses, including legal fees, incurred by
you or which the court imposes upon you, in proceedings filed against you by
the Company or on its behalf or by another person or in a criminal indictment
from which you will be acquitted or a criminal indictment in which you will be
convicted in an offence, where criminal intent is not required 5 (#_ftn5) ;
and
(d) any other liability or expense which the Companies law may permit
the Company to indemnify you against.
2. The Indemnification Amount
2.1 The aggregate amount of the indemnity set forth in Section 1, in
accordance with all Deeds of Indemnification issued by the Company from time
to time to such Officers (hereinafter: "the Deeds"), shall not exceed an
amount of US$ 4,000,000. This maximum amount applies to any Officer
individually and to all Officers jointly, per indemnified event and
cumulatively (hereinafter: "the Maximum Amount").
For the purpose of clarification, and subject to Section 2.2
hereof, the payment of the Maximum Amount does not prejudice your rights as an
Officer to receive compensation from an insurance policy in respect of those
events specified in the Appendix which are covered by any directors' and
officers' liability insurance taken out by the Company ("D&O Insurance").
2.2 For the avoidance of doubt, the Maximum Amount shall apply only in
excess of the amount paid (if and to the extent that it is paid) within the
framework of an insurance policy or an indemnification by any entity other
than the Company, on the following conditions:
(a) that an Officer will not be paid compensation twice for a
liability or an expense which is the subject of the indemnity set forth in
Section 1 above; and
(b) that in the event that an Officer receives indemnification from
the Company's insurer pursuant to a D&O Insurance policy or any other
indemnification agreement concerning the subject matter of the
indemnification, the indemnification shall be paid according to the balance
between the amount of the financial liability and legal expense imposed on you
and the amount received from the insurance policy or according to the other
indemnification agreement, so long as the amount of indemnification by which
the Company is obliged, shall not exceed the Maximum Amount.
2.3 In the event that the total amount of indemnification that the
Company shall be required to pay at a certain date, together with the total
amount of indemnification already paid by the Company as at that date in
accordance with the Deed exceeds the Maximum Amount, then the Maximum Amount,
or the balance thereof, shall be divided between those Officers entitled to
indemnification pursuant to the Deeds and which have not been paid prior to
that date (the "Entitled Officers") on a pro rata basis based on the amount of
indemnification due to any of the Entitled Officers and the total amount of
indemnification due to all the Entitled Officers on such date had it not been
for the restriction of the Maximum Amount.
In the event that the Company has paid indemnification
amounts to you up to the Maximum Amount, the Company shall not make any
additional payments unless these have been approved by the relevant organs of
the Company in accordance with the applicable law on the date of making such
additional payments, subject to a change in the Articles of the Company, to
the extent that it shall be necessary for this purpose in accordance with the
law.
3. Interim Payments
Upon the occurrence of an Indemnification Event in accordance with the
Appendix, the Company shall grant you the funds necessary to cover various
expenses and payments involved in the handling of any legal proceedings
relating to such event, including examination proceedings, so that the Officer
will not be required to pay for such, subject to the provisions of this Deed.
In the event that the Company shall pay you, or make a payment on your behalf,
any amount whatsoever within the framework of this Deed in connection with any
legal proceedings and it later becomes apparent that you were not in fact
entitled to be indemnified by the Company, the provisions of Section 4.8 of
this Deed shall apply.
4. Terms of Indemnification
Without prejudice to the foregoing, the indemnification given pursuant to this
Deed is subject to the following conditions:
4.1 Notice of the Indemnification
You will notify the Company as soon as reasonably practicable
(the "Notice") of any legal proceedings which have been instigated against you
or of any written warnings or threats of any potential proceedings in
connection with any Indemnification Event (the "Legal Proceedings"). In
addition to the Notice, you shall furnish the Company or anyone instructed by
the Company with any document that you have received in connection with the
Legal Proceedings.
4.2 Handling of the Defense
(a) The Company, subject to any obligation or agreement with the Company's
insurance provider, will be entitled to handle your defense in the Legal
Proceedings or to appoint an attorney on its behalf (the "Attorney"). The
Company or the Attorney shall endeavour to bring the Legal Proceedings to a
conclusion and will furnish you with progress reports and shall consult with
you in connection with the handling of the Legal Proceedings. The Attorney
will be under a fiduciary duty both towards you and the Company.
In the event that either you or the Attorney will be of the opinion that there
may be a conflict of interest between you and the Company in relation to your
defense or in the event that you have an objection that had been reasonably
grounded in the view of the Company, to the identity of the Attorney, the
Company shall be notified or the Attorney will notify you of this conflict and
you will be entitled to appoint your own attorney to handle your defense. The
provisions of this Deed shall apply to the expenses incurred by you with
regard to the appointment of your chosen attorney.
(b) The Company shall not be entitled to finalise the Legal Proceedings by
way of settlement or arrangement if this means that you will be required to
pay expenses for which you are not indemnified under this Deed or that you
will receive a payment of an amount within the framework of any D&O
Insurance of the Company, without your prior written consent. Furthermore, the
Company shall only be entitled to bring the Legal Proceeding to arbitration or
alternative dispute resolution (ADR) with your prior written consent (such
consent will not be unreasonably withheld). To clarify, even if the dispute is
passed to arbitration, settlement or ADR or shall be carried out by any other
manner whatsoever, the Company shall bear the expenses relating thereto within
the framework of this Deed.
(c) Notwithstanding that stated above, the Company shall not be entitled to
finalize the aforementioned Legal Proceeding by way of settlement,
arrangement, arbitration or ADR where criminal charges have been brought
against you unless you have given your prior written consent. You will be
entitled to decline your consent at your sole discretion without having to
give your reasons.
(d) At the Company's request, you will sign any document authorizing any
attorney to handle your defense on your behalf and to represent you in all
matters pertaining thereto. In the event that the Company shall not notify you
within 14 days of the receipt of the Notice that it has undertaken to handle
your defense or, in the event that you have objected to the Attorney (as set
forth above), you will be entitled to appoint your own attorney and all of the
provisions of this Deed shall apply accordingly, including the expenses
incurred by you in connection with the appointment of your own attorney.
(e) To the extent that the Company or the Officer may be entitled to
indemnification within the framework of a D&O Insurance policy in
connection with the Legal Proceedings, the appointment of the Attorney shall
take into account the rights of the insurer to determine the identity of the
Attorney and the obligations of the Company in accordance with such policy.
Particular care will be taken if, according to the conditions of such policy,
the insurer is entitled to determine the identity of the Attorney and if such
is not done then the insurer will be released from its responsibility to
indemnify or diminish it. In any event, the Company shall use its best
endeavors, within the framework of the terms of the D&O Insurance, to
influence the choosing of the Attorney according to the Officer's request.
4.3 Cooperation with the Company - You will cooperate with the Company
or with any Attorney, in a reasonable manner and you will abide by all
instructions of the insurers in accordance with any D&O Insurance in which
the Company is committed, in connection with your defense in the Legal
Proceedings, as long as the Company shall provide for your expenses so that
you will not be required to pay for or finance them by yourself and all
subject to the terms of this Deed.
4.4 Provision for Liabilities - Whether or not the Company acts in
accordance with the provisions of this section, the Company shall provide for
the aforementioned liabilities and expenses in such a manner so that you will
not be required to pay for or finance them by yourself, that being without
prejudice to the indemnification assured to you according with this Deed and
subject to the terms of this Deed.
4.5 Lack of indemnification in cases of settlement or admission - The
indemnity in connection with any legal proceeding against you, as stated in
this Deed, will not apply for any amounts due from you in consequence of a
settlement or an arbitration unless the Company agrees in writing to the
settlement or to the holding of the arbitration, however, the Company shall
not unreasonably withhold its consent.
Furthermore, the indemnification shall not apply in the event of your
admission in a criminal indictment for an offense that does not require
criminal intent unless the Company has given its prior written consent to your
admission.
4.6 Lack of application of indemnification in cases of an
indemnification or an insurance of a third party - The Company shall not be
required to pay any amounts to the extent that such amounts have been paid to
you or in your stead in any manner whatsoever within the framework of a valid
and collectable D&O Insurance policy of the Company, except in respect of
any deductible under such insurance, or within the framework of any
indemnification undertaking of any third party other than the Company.
4.7 Payment of the indemnification amount - Upon your request for any
payment pursuant to this Deed, the Company shall take all actions necessary by
law toward such payment and shall endeavour to receive all necessary approvals
required, if any, including the approval of the court (if required).
4.8 Refund of indemnification amounts which have been paid - In the
event that the Company shall pay to you or in your stead any amounts
whatsoever within the framework of this Deed in connection with Legal
Proceedings and it becomes apparent at a later date that you were not entitled
to be indemnified, these amounts shall be viewed as a loan granted to you by
the Company bearing interest at the minimum rate, as determined from time to
time by law, linked to the consumer price index. You will be required to
refund the aforementioned amounts to the Company upon its written request and
you will do so in such a manner as determined by the Company.
In the event that the Company has paid you any amount pursuant to this Deed
and the claim under which any such amounts paid is cancelled or decreased for
any reason, you will assign all of your rights to the refund of the amount
from the plaintiff in such proceeding to the Company and you will do all that
is necessary in order that such an assignment shall be valid and that the
Company will be able to realize it. Once this has been done, you will be
exonerated from refunding those amounts. In the event that you fail to do so,
you will be obliged to return the amount or a part of it, together with
interest and linkage differentials, according to the rates and for the period
by which you will be entitled for the refund of the amount from the plaintiff.
4.9 To the extent that you provide management services to the Company
through a management company you own (hereinafter: "the Management Company"),
the Company's obligations pursuant to this Deed will also apply to the
Management Company, provided that legal proceedings are taken by the same
plaintiff against you and the Management Company together on the same grounds
and the indemnity amounts which the Company owes to you and the Management
Company together, shall not exceed the Maximum Amount, and all within the
framework and subject to the provisions of this Deed and the provisions of any
law.
5. The Indemnification Period
The obligations of the Company
pursuant to this Deed shall be towards you and your estate without any time
limitation such that they shall continue even after the completion of your
service as an Officer of the Company or the Other Company, so long as the
actions in respect of which the indemnification is given, were made during the
period of your office as an Officer of the Company or in the Other Company or
during the period of your employment with the Company, regardless of the date
of discovery of the event in respect of which you are entitled to
indemnification.
6. Exceptions
The indemnification undertaking set
forth in Section 1 above, shall not apply in any of the following events:
6.1 The breach of the fiduciary duty toward the Company or toward its
subsidiary or an affiliated company or another entity, unless the Officer
acted in good faith and had reasonable grounds to assume that the action would
not injure the Company or its subsidiary or an affiliated company or another
entity.
6.2 The breach of the duty of care was carried out intentionally or
recklessly, except in situations where it was carried out negligently.
6.3 An action intended to yield an unlawful personal profit.
6.4 A fine or redemption imposed on the Officer.
The events listed in section 6, will apply unless indemnity and/or insurance
is approved for any of the events listed in this section 6, all or some of
them, according to law or according to an instruction of a competent
authority.
7. Miscellaneous
7.1 In this Deed, the following terms shall bear the following meanings:
"Officer Action"- According to the definition given to it in the Companies Law
and /or any other derivative of it According to the definition given to it in
the Companies Law, including an implied resolution and/or omission and
including all actions executed by you prior to the date of this Deed, during
the period of your service as an Officer of the Company and/or with the Other
Company.
7.2 Anything importing any gender shall also include the other gender.
7.3 The obligations of the Company in accordance with this Deed shall be
broadly interpreted, in a manner intended for their fulfillment, to the extent
permitted by law and according to the purpose for which they were intended. In
the event of a discrepancy between any provision of this Deed and a provision
of the Companies Law which cannot be changed or added to, then the said
provision of the Companies Law shall take precedence, however, this may not
prejudice or derogate from the validity of the remaining provisions of this
Deed.
7.4 The indemnification obligation set forth in this Deed is not a
contract in favor of any third party, including any insurer and it may not be
the subject of assignment nor will any insurer have the right to require the
participation of the Company in a payment by which the insurer is obligated in
accordance with an insurance agreement drawn up with it, with the exception of
the contribution (self participation) stated in such agreement.
7.5 This Deed may not restrict the Company or prevent it from increasing
the Maximum Amount for those events that are the subject of the
indemnification or due to the fact that the insurance amounts according to the
D&O Insurance policy are increased, or due to the fact that the Company is
unable to obtain D&O Insurance which will cover the Indemnification
Events, on reasonable conditions or due to any other cause so long as a
resolution is taken pursuant to the relevant provisions of the Companies Law.
7.6 No waiver, delay, avoidance of action or the giving of an extension
by the Company or by you shall be interpreted under any circumstances as a
waiver of the right according to this Deed and according to any law, nor will
they prevent the Company or you from taking any legal and other steps
necessary toward the realization of such rights.
7.7 The Appendix to this Deed constitutes an integral part hereof.
7.8 This Deed is subject to the provisions of Chapter 3 of the Sixth
Part of the Companies Law.
7.9 This Deed shall be exclusively governed by and construed,
interpreted and enforced in accordance with the laws of the State of Israel.
The competent court in Tel Aviv, Israel shall have sole and exclusive
jurisdiction regarding any dispute or claim arising hereunder.
7.10 This Deed expresses the full and exhaustive rights relating to the
indemnification obligations between the Company and yourself concerning the
issues and matters discussed in it, replacing and canceling any
representation, memorandum, proposals, summaries of discussions, letters of
intentions or obligations, agreements, deeds of obligation or any other
document, that prevailed or was exchanged between the parties, whether in
writing or verbally, in the issues and matters stated between you and the
Company prior to the signing of this Deed.
In witness thereof, the Company's authorized signatories have signed below.
________________________
MTI Wireless Edge Ltd.
I hereby accept this Deed and I hereby confirm my agreement to be bound by all
of its terms.
____________________
Appendix A
Indemnification Events
1. Any claim or requirement filed in connection with a transaction
(including an exceptional transaction as defined in Section 1 of the Companies
Law) whether or not within the ordinary course of business of the Company,
including negotiations relating to a commitment, transfer, sale, purchase,
lease or mortgage of assets or liabilities (including real estate, securities
or rights) or the giving or receiving of a right in any of them and/or of
various rights, including a merger of the Company with another entity and
including the acquisition of operations and its merging into the operations of
the Company and also any action relating directly or indirectly to a
transaction.
2. Any claim or requirement in connection with an action, relating
directly or indirectly to the business of the Company, including negotiations,
commitments and agreements of any kind and type whatsoever, including the
execution or termination thereof with contractors, agents, distributors,
customers, suppliers, service providers and the like.
3. Any claim or requirement in connection with the giving or
receiving of credit, the mortgaging of assets and liabilities and the giving
or receiving of securities, including commitments in financing agreements with
banks or other financial organisations, pursuant to the financing of
transactions or commitments, which are executed by the Company, directly or
indirectly, and also any action involved in the aforementioned matters.
4. Any claim or requirement in connection with the issuing of
securities, including but without prejudice to the generality of the
foregoing, the offering of securities to the public pursuant to a prospectus,
a private offering, the issuing of bonus shares or the offering of securities
of the Company of any kind whatsoever and in any other manner and also other
actions pertaining to the capital of the Company.
5. Any claim or requirement in connection with actions or events
emerging from the fact that the Company is a public company and/or from the
fact that its securities have been offered to the public or for trading on the
Alternative Investment Market of the London Stock Exchange Plc, including the
giving of notices or reports or the omission to file such report or notice.
6. Events that have influenced or were liable to influence the
profitability of the Company or its property or its rights and liabilities.
7. Any claim or requirement concerning non-discovery or a failure to
provide any kind of information at the time required according to the relevant
law or in connection with a misleading or defective discovery of information
to third parties, including income tax, value added tax, national insurance,
local authorities, holders of securities of the Company and any other
governmental or institutional organisation whether in Israel or abroad,
including in all matters pertaining to the issuing, allotment, distribution,
purchase, holdings or linkage to the securities of the Company or any activity
or any other investment activity, involving or which is influenced by the
securities of the Company.
8. Any claim or requirement in connection with the giving of
information, representations, opinions, financial statements, reports or
notices to any competent authority (including the Registrar of Companies, the
Securities Authority or the London Stock Exchange Plc) in accordance with any
law, including but without prejudice to the foregoing, the Companies Law and
the Securities Law, including regulations enacted pursuant to these or
according to rules or guidelines customary to the Alternative Investment
Market of the London Stock Exchange Plc or according to the provisions of the
relevant tax applying to the Company.
9. Any claim or requirement in connection with actions pertaining to
the lodging of proposals for tenders, concessions or licenses of any kind and
type whatsoever.
10. Actions within the framework of the legal proceedings of the Company
or against it.
11. Any claim or requirement in connection with actions or resolutions,
concerning the issuing and receiving of licenses and permits including
business licenses and also licenses and approvals, required for the handling
of any of the business affairs of the Company.
12. Any claim or requirement in connection with the distribution of
dividends to the shareholders of the Company.
13. Any claim or requirement filed by employees, consultants, agents or
other individuals or by an organisation which is employed by or provides
services to the Company in connection with compensation due to them, or
damages or liabilities, which were caused to them as a result of their
employment by the Company or their commitment to the Company, including events
pertaining to the terms of employment of employees and the employer - employee
relations, including the promotion of workers, the holding of negotiations in
connection with the terms of employment or termination thereof, the handling
of pension arrangements, insurance funds, providence funds or saving funds,
loans to employees, the vesting of securities and other benefits.
14. Any claim or requirement in connection with any action or resolution
in matters pertaining, directly or indirectly, to safety at work,
environmental matters or provisions of the law, procedures or standards,
according to their application either in Israel or outside of Israel in
connection with safety at work or environmental matters, inter alia,
pertaining to contamination, protection of health, manufacturing processes,
distribution, usage, handling, storage and delivery of certain materials or
products including corporal damage, property damage and environmental damage.
15. Any claim or requirement filed by a third party that was the subject
of loss or damage to a business or to a personal asset, including the loss of
utility thereof, resulting from any course of action or an omission relating
to the Company or its employees, agents or other people acting on behalf of
the Company or purporting to act on behalf of the Company.
16. Any claim or requirement in connection with an action or a
resolution in matters pertaining, directly or indirectly, to business
restrictions, including binding arrangements, mergers and monopolies.
17. Any claim or requirement filed by a customer, supplier, contractor
or other third party, with any type of business relationship with the Company.
18. Any claim or requirement in reference to a change of Company
structure or reorganization or any resolution in connection with them,
including but without prejudice to the generality of the foregoing, a
purchase, merger, sale, change in the capital of the Company, an arrangement
between the Company and its shareholders or companies under their control, the
establishment of subsidiaries or affiliated companies, the liquidation or sale
thereof, allotment or distribution.
19. Any claim or requirement in reference to an expression or a saying,
including the expression of an opinion made in good faith by the Officer
within the framework of his office or on the strength of his position,
including within the framework of meetings of the Board of Directors or any of
its committees.
20. Any claim or requirement filed by purchasers, proprietors, lessees
or other holders of assets or products of the Company or individuals engaging
in the aforementioned products, concerning damages or losses pertaining to the
aforementioned assets or products.
21. Any claim or requirement with reference to a resolution or an
operation of the Company or an Officer thereof within the framework of his
position with the Company, following the execution of the appropriate
examination and consultations, in accordance with the type of resolution or
operation, including resolutions taken by the Board of Directors of the
Company or any of its committees.
22. Any claim or requirement in connection with an action or an omission
which has led to a failure to commit in the appropriate insurance arrangements
and also any matter in connection with negotiations, commitment with insurance
and the operations of insurance policies and/or inadequate safety measures
and/or a malpractice of risk management.
23. Any provision, which is included in this Appendix, pertaining to the
execution of a certain action shall be interpreted as if it refers also to the
lack of its execution or avoidance of execution of same action and all unless
the context of any specific provision may not permit such an interpretation.
24. Any claim or demand made for actual or alleged infringement,
misappropriation or misuse of any third party's intellectual property rights
including, but not limited to confidential information, patents, copyrights,
design rights, service marks, trade secrets, copyrights, misappropriation of
ideas by the Company, it's subsidiaries. Actions taken in connection with the
Intellectual Property of the Company and its protection, including the
registration or assertion of rights to intellectual property and the defense
of claims relating thereof.
25. Any claim or demand made by any third party suffering any personal
injury and/or bodily injury and/or property damage to business or personal
property through any act or omission attributed to the Company, it's
subsidiaries, or their respective employees, agents or other persons acting or
allegedly acting on their behalf.
מ\61\0\213260
Schedule C
Chairman - Mr Zvi Borovitz
Fixed component -- Reduction in fee as part of a reduction of minimum time to
be worked from the previously approved 2022 remuneration plan (apart from
adjustments in relation to inflation based on a CPI increase in line with the
existing terms of the Management Services Agreement.
The chairman shall be entitled to a management fee of NIS 51,000 per month
(previously NIS 62,800) based on a minimum of 40% (previously 50%) 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 chairman is entitled to a car as per the
existing terms of the Management Services Agreement.
Variable Component - No change from the 2022 remuneration plan, beside the
minimum as detailed below.
Minimum - No bonus will be paid if the Company's net consolidated profit is
below US$1,200,000 (previously US$800,000). A variable bonus of 2.5% of the
Company's net consolidated profit above US$1,200,000 (previously US$800,000),
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.
CEO - Mr Moni Borovitz
Fixed component - 13% increase from the previously approved Management
Services Agreement, after six years without change (apart from adjustments in
relation to inflation based on a CPI increase in line with the existing terms
of the Management Services Agreement).
The CEO shall be entitled to a management fee of NIS 100,000 per month
(previously 88,500) based on a minimum of 90% of a standard working week. This
fixed component shall be linked to the CPI-related inflation adjustment
increase per the existing terms of the Management Services Agreement.
In addition to the management fee the CEO is entitled to a car as per the
existing terms of the Management Services Agreement.
Variable Component - No change from the 2022 remuneration plan, beside the
minimum as detailed below.
Minimum for any bonus - Positive Net Profit after payment of bonuses.
Up to three monthly Salaries (monthly Salary = NIS 100,000) by meeting certain
goals presented by the remuneration committee at the beginning of each year or
per the committee's decision to give such for special performance. In
addition, a variable bonus of (i) one monthly salary if the Company's
consolidated revenue increased by more than 5% from the previous year, and
(ii) 2.5% of the Company's net consolidated profit above $1,200,000
(previously US$800,000) prior to bonuses distributed by the Company to its
managers under the remuneration policy.
Maximum - Maximum Variable Compensation per annum - eight times the monthly
Management Fee.
Equity Compensation - No updates versus the 2022 remuneration plan save for
the Option Plan that was announced on 20 November 2023 and approved on 5
January 2024.
It should be noted that the overall suggested management fee under the
proposed Management Services Agreement will not be changed from the current
management fee.
For the avoidance of doubt, the indemnification 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
the Management Company, Mr. Zvi Borovitz and Mr. Moni Borovitz.
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.
1 (#_ftnref1) With regard to the GM of Representation division -
10% (and not 2.5%) of the operating profit of this segment exceeding the
floor, plus 0.5% of the consolidated net profit exceeding the Consolidated Net
Profit Floor
2 (#_ftnref2) Currently, the officer's employment agreements do not
include severance grants/adaption grant
3 (#_ftnref3) as such terms are defined in the Companies Law, 1999
(the "Officer" and the "Companies Law", respectively)
4 (#_ftnref4) In this section "completion of proceedings without
the filing of an indictment in a matter in which a criminal investigation was
instigated" and "a financial liability as an alternative to criminal
proceedings" - is pursuant to the definitions given in Section 260(a)(1a) of
the Companies Law, as amended from time to time.
5 (#_ftnref5) In this section "another person" - including in the
event of a claim, which was filed against an Officer by way of a derivative
action.
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