Proposed Board Change & Notice of AGM & EGM
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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
- the presentation of the 2023 financial reports;
- re-electing Mr. Zvi Borovitz as chairman of the Company;
- re-electing Mr. Moni Borovitz, the Company's CEO, as a director of the Company;
- re-electing Mr. Dov Feiner, the Company's antenna division General Manager, as a director of the Company;
- re-electing Mr. David Yariv as a non-executive director of the Company;
- re-electing Mr. Michael Yehezkel Karo as a non-executive director of the Company; and
- 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
- approving the appointment of Mrs Hani Lerman as external director for three years; and
- subject to the approval of resolution 8, approving the granting of an indemnity letter to Mrs Hani Lerman, on the same terms as the other officers of the Company and in accordance with the 2022 Remuneration Policy.
Shareholders should note that Mr. Luke Ahern will remain in his position as a non-executive external director as a result of the fact that his appointment was for three years from March 2022.
Shareholders should also note that, following its publication, the Company will not be posting hard copies of the annual report for the year ended 31 December 2023 to its shareholders. Shareholders who require a copy of the annual report may download it, once published, from the Company's website at www.mtiwirelessedge.com or write to the Company, at MTI Wireless Edge Ltd Headquarters,11 Hamelacha St. Afek Industrial Park, Rosh-Ha'Ayin, Israel, requesting a hard copy.
Election of Mrs. Hanna (Hani) Lerman as external director for three years
Pursuant to the provisions of the Israeli Companies Law, the Company has to nominate an external (independent) director every three years for a maximum of three terms (totalling nine years). Mrs. Lihi Elimelech Bechor was first nominated as external director of the Company on March 2015, which was followed by two extensions until the maximum term allowed and therefore the Company is required to appoint a replacement external director. The Company wishes to nominate Mrs. Hani Lerman as an external director, conditional on the consent of shareholders at the Company's forthcoming EGM on 20 March 2024 and, if approved, the appointment will become effective as from the close of the EGM.
Subject to her appointment, Mrs. Lerman will be entitled to annual remuneration in accordance with the Companies Regulations (Rules concerning Remuneration and Expenses for External Directors), 5760-2000 and the Remuneration Policy. In addition, she will be entitled to be included in the Company's insurance and indemnity arrangements for officers.
Hani Lerman is a director of NASDAQ listed dermatology company Sol-Gel Technologies Ltd. Mrs Lerman has served as Chief Financial Officer at Arkin Holdings since 2015. From 2010 until 2014, Mrs Lerman served as the Chief Financial Officer of Sansa Security (previously known as Discretix Technologies) and from 2006 until 2010 she served as Chief Financial Officer of Storwize, which was acquired by IBM in 2010. She holds a Master's Degree in Business Administration with a major in Finance and a B.A. in Economics and Accounting, both from Tel-Aviv University, Israel. Mrs Lerman has previously served as an external director of MTI from 2006 to 2015.
Additional disclosures required under the AIM Rules for Companies
Pursuant to Rule 17 and Schedule Two Paragraph (g) of the AIM Rules for Companies, Hanna Lerman (formerly Hanna Helman), age 51, is, or has during the previous five years, been a director or partner of the following companies and partnerships:
| Current Directorships or Partnerships | Directorships or Partnerships in the previous five years |
| Sol-Gel Technologies Ltd. | Exalenz Bioscience Ltd. Sphera Funds Management Ltd. |
Mrs Lerman currently holds 41,271 Ordinary Shares in the Company.
Notice to shareholders
The notice of the General Meetings will be posted to shareholders and will shortly be available on the Company's website at the following address, www.mtiwirelessedge.com, in accordance with AIM Rule 20.
Antenna division
Water Control & Management division
Distribution & Professional Consulting Services division
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