System and apparatus embodiments are provided for beam-steering. In an embodiment, an apparatus includes a first hybrid splitter/combiner connected to a 0-th phase-mode feed of an array of antenna elements, a second hybrid splitter/combiner, a first pair of variable phase shifters connecting the first hybrid splitter/combiner to the second hybrid splitter/combiner, wherein the first pair of variable phase shifters control a steering direction of a main output beam radial with respect to an array axis by adjustments of respective phases of the variable phase shifters, and wherein the array axis is perpendicular to a plane of the array, and a third variable phase shifter connecting a 1-st phase-mode feed of an array of elements to an input of the first hybrid splitter/combiner, wherein the third variable phase shifter is configured to independently control a direction of the main output beam in a direction circumferential with respect to the array axis.