The Board of MTI Wireless Edge Limited (LON:MWE) is pleased to announce the conditional appointment of David Yariv as a non-executive director of the Company. Mr Yariv’s appointment is conditional on the consent of shareholders at the Company’s forthcoming Annual General Meeting (the “AGM”) and Extraordinary General Meeting (the “EGM”), to be held on 12 May 2017 and, if approved, the appointment will become effective as from the closing of the AGM and the EGM.
David Yariv started his career with Israeli Naval Academy in 2000 and was a Naval officer from 2002 to 2006. In 2009 he began his engineering career in Elbit Systems and today he serves as Chief System Engineer in Israel Aircraft Industries. Mr Yariv holds a B.Sc in Electrical Engineering from the Tel-Aviv University, specializing in Computers, micro- waves and optics, and an MBA from Bar-Ilan University, specializing in finance.
Dov Feiner, MTI’s Chief Executive Officer, commented: “We are extremely pleased with the addition of David Yariv to our Board and believe that he will be helpful to MTI as we continue to expand our technological advantages.”
Notice of AGM and EGM
The Board announces that the AGM will be held at 10.00 am (London time) on Friday, 12 May 2017 at the offices of Allenby Capital Limited, 3 St Helen’s Place, London, EC3A 6AB to:
1. Present the 2016 financial reports;
2. re-elect Mr. Zvi Borovitz as a non-executive chairman of the Company;
3. re-elect Mr. Dov Feiner, the Company’s CEO, as a director of the Company;
4. re-elect Mr Moni Borovitz, the Company’s CFO, as a director of the Company;
5. re-elect Mr Zvi Kanor as a non-executive director of the Company; and
6. re-appoint BDO Israel LLP as the Company’s auditors for the year ended 31 December 2017 and to authorize the directors to determine the auditors’ remuneration for the year ended 31 December 2017.
In addition, the Board announces that an EGM will also be held at the same location and after the conclusion of the AGM for the purpose of seeking shareholders’ approval to appoint Mr David Yariv as a non-executive director of the Company and approving his annual fee as an external director of the Company (being US$18,000 per annum) and reimbursement of expenses. In addition, Mr. Yariv will benefit from Company’s insurance policy for directors and deed of indemnification, as approved for all director at the shareholders meeting held in February 2016.
Transactions with the Company’s controlling shareholder
Mokirei Aya Ltd, the controlling shareholder of MTI Computers and Software Services (1982) Ltd. (“MTI Computers”), which holds 27,031,897 Ordinary Shares, representing approximately 52.1% of the issued share capital of the Company, has entered into shareholders’ agreement in respect of MTI Computers with the Beer family, which Mr. Yariv is a part of. Accordingly, the appointment of Mr. Yariv as a director of the Company and his receiving the benefit of the insurance and deed of indemnification for his activity as director require approval under Israeli Companies Law.
Under the Israeli Companies Law the approval of the director’s fee, the insurance and the indemnification of Mr. Yariv as director of the Company requires a special majority vote in favour in order for it to be validly passed.
Under the Israeli Companies Law, a resolution concerning an exceptional transaction of a public company with its “controlling shareholder” or with another person in whom the controlling shareholder has a personal interest requires the approval of the company’s audit and\or remuneration committee, its board of directors and its shareholders in general meeting provided that, in the case of the latter approval, either of the following conditions is satisfied:
(a) the majority of votes in favour includes more than 50% of the shares shareholders who have no “personal interest” in the approval of the resolution and who vote on the resolution; or
(b) the total number of shares of shareholders who have no “personal interest” and who vote against the resolution does not exceed 2% of the issued share capital of the Company.
Shareholders appearing on the Company’s registrar on 20 April 2017 are entitled to vote at the AGM and EGM in person or by proxy.
Shareholders should note that Mrs Lihi Elimelech Bechor and Mr. Richard Bennett will remain in their positions as non-executive external directors of the Company.
