Mti Wireless Regulatory News (MWE)

30 May 2013

MTI Wireless Edge Ltd

("MTI" or the "Company")

Notice of EGM

The board of MTI (the "Board") announces an EGM will be held at 10.00 (London time) on July 5, 2013 at the offices of Allenby Capital Limited, 3 St Helen's Place, London, EC3A 6AB for the purpose of:

1. approving a new policy for officers remuneration as required under Section 20 to the Israeli Companies Law 1999;

2. making certain amendments to the management services agreement (the "Management Services Agreement") between the Company and Mokirei Aya Management (2003) Ltd. (the "Management Company") for the services of the Chairman and CFO of the Companyand the consummation of the transactions contemplated under such agreement as well as to extend the term of the Management Services Agreement for a further three years with effect from 1 July 2013 (the "Amendments"); and

3. approving a share option plan for key employees together with the grant of various awards to certain of the Company's directors (the "Plan").

Background

The Amendments

The Company is a subsidiary of MTI Computers & Software Services (1982) Ltd ("MTI Computers") and the Management Company is a wholly owned subsidiary of Mokirei Aya Ltd., which is the controlling shareholder of MTI Computers, as a result of which, Israeli Companies Law 1999 requires that any amendments to the Management Services Agreement requires the approval of MTI's shareholders.

In addition, pursuant to an amendment to Section 275 to the Israeli Companies Law 1999 ("Section 275"), any service agreement proposed to be entered into between a company and its controlling shareholders requires the prior approval of that company's board of directors, audit committee and general meeting every 3 years and, as such, the proposed extension of the Management Services Agreement for a further 3 years from 1 July 2013 falls within Section 275.

As a result of the proposed Amendments, the Company (following receipt of approvals from the Audit Committee the Remuneration Committee and the Board of Directors of the Company) wishes to vary the Management Services Agreement by extending it for a further 3 years from 1 July 2013 as well as on the terms shown in Schedule A to this announcement.

Other than as described above, the terms and conditions of the Management Services Agreement shall remain unchanged.

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 1999.

The Plan

If approved by shareholders of the Company, the Board proposes to immediately grant options over 2 million shares (approximately 3.8% of the Company's current issued share capital on fully diluted basis) with an exercise price of 9.5p per share (the "Options"). The Options will vest in stages as follows:

a. 50% of the plan no earlier than August 1st, 2015;

b. 25% of the plan no earlier than August 1st, 2016; and

c. 25% of the plan no earlier than August 1st, 2017.

The Options will be capable of being exercised until August 31st, 2019, after which they will be void.

This option grant is subject to the cancelation of all previous option plans by the Company and subject to the receipt of the required approval from the Israeli Tax Authorities.

As part of the grant of the Options, and if approved by shareholders of the Company an allocation will be given to the Chairman, the CEO and the CFO of the Company and each will be granted as follows:

a. Mr. Dov Feiner - the CEO and a director of the Company will be granted 280,000 options (approx 0.54% of the Company's current issued share capital on fully diluted basis);

b. Mr. Moni (Moshe) Borovitz the Chief Financial Officer and a director the Company will be granted 250,000 options (approx 0.48% of the Company's current issued share capital on fully diluted basis); and

c. Mr. Zvi Borovitz - the Chairman of the Company will be granted 200,000 Options (approx 0.39% of the Company's current issued share capital on fully diluted basis).

Related party transactions

As at the date of this announcement, the Management Company is a wholly owned subsidiary of Mokirei Aya Ltd. which is the controlling shareholder of MTI Computers which holds 27,031,897 Ordinary Shares, representing approximately 52.4 per cent. of the issued share capital of the Company. Zvi Borovitz and Moshe (Moni) Borovitz, both directors of the Company, each have an interest in 25 per cent. of the share capital of Mokirei Aya Ltd. which controls 40.6 per cent. of the issued share capital of MTI Computers. Accordingly, the matters contemplated by the Amendment are classified as a related party transaction for the purposes of Rule 13 of the AIM Rules for Companies.

The Company's directors (other than Zvi Borovitz and Moshe (Moni) Borovitz), having consulted with the Company's nominated adviser, Allenby Capital Limited, consider that the terms of the Amendment are fair and reasonable insofar as the Company's shareholders are concerned.

Posting of circular

A circular containing the background to the Proposals and Notice of the EGM has been posted to shareholders and will shortly be available on the Company's website at the following address, www.mtiwe.com/, in accordance with AIM Rule 20.

For further information please contact:

About MTI Wireless Edge

MTI is engaged in the development, production and marketing of High Quality, Low Cost, Flat Panel Antennas for Commercial & for Military applications. Commercial applications such as: WiMAX, Wireless Networking, RFID readers &, Broadband Wireless Access. With over 40 years experience, supplying antennas 100KHz to 90GHz including directional antennas and Omni directional for outdoor and indoor deployments including Smart Antennas for WiMAX, Wi-Fi, Public Safety, RFID and for Base Stations and Terminals - Utility Market. Military applications includes a wide range of broadband, tactical and specialized communications antennas, antenna systems and DF arrays installed on numerous airborne, ground and naval, including submarine, platforms worldwide.

Schedule A

Chairman - Mr. Zvi Borovitz

Fixed component

The chairman shall be entitled to a management fee of 20K NIS per month (raise from 10K NIS prior to this approval) based on minimum 25% working time. This fixed component shall be linked to the CPI increase 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

Min - No bonus below net profit of $250K, 2.5% above it, prior to the bonuses distributed by the company to its managers under the remuneration policy.

Max- Maximum Variable Compensation per annum - $ 100,000

Equity Compensation

200K options (0.37% on fully diluted basis) under the new plan - B&S Value of $7K

CFO - Mr. Moni Borovitz

Fixed component

The CFO shall be entitled to a management fee of 60K NIS per month (same as the existing management fee) based on minimum 80% working time. This fixed component shall be linked to the CPI increase per the existing terms of the Management Services Agreement.

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

Variable Component

Min for any bonus - Net Profit

Up to one Salary (60K NIS) if cash management performance is above rate indicated by committee at the beginning of the year +

2.5% of Net profit above $250K (prior to bonuses distributed by the company to its managers under the remuneration policy).

Max - Maximum Variable Compensation per annum - 8 X Management Fee (benchmark -3)

Equity Compensation

250K options (0.46% on fully diluted basis) under the new plan - B&S Value of $10K