REG - MTI Wireless Edge - Proposed Board Change & Notice of AGM & EGM

MTI Wireless EdgeAnnouncement

09/02/2024 07:00

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RNS Number : 5557C  MTI Wireless Edge Limited  09 February 2024

9 February 2024

MTI Wireless Edge Ltd

 

("MTI" or the "Company")

 

Notice of shareholder meetings

 

Proposed appointment of Non-Executive Director

 

 

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

 

AGM

1.   the presentation of the 2023 financial reports;

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

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

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

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

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

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

 

EGM

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

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

 

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

 

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

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

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

 

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

 

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

 

Additional disclosures required under the AIM Rules for Companies

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

 

 Current Directorships or Partnerships      Directorships or Partnerships in the previous five years

 Sol-Gel Technologies Ltd.                  Exalenz Bioscience Ltd.

                                            Sphera Funds Management Ltd.

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

Notice to shareholders

The notice of the General Meetings will be posted to shareholders and will
shortly be available on the Company's website at the following address,
www.mtiwirelessedge.com (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 (http://www.mtiwirelessedge.com)
 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)

 Toby Gibbs/Rachel Goldstein (Corporate Advisory)               +44 20 7408 4090
 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 internationally recognized as a producer of commercial off-the-Shelf
and custom-developed antenna solutions in a broad frequency range of HF to 170
GHz for commercial, RFID and military applications. MTI continuously invests
in ground breaking technologies, explores new frequencies, and devises
innovative solutions which empower our wireless communication customers with
cutting-edge off-the-shelf and custom-made antennas.

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

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

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

Water Control & Management division

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

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

Distribution & Professional Consulting Services division

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

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