Nano Dimension (NNDM) Proxy filing summary

Executive summary

• Virtual AGM set for Dec. 29, 2026; record date Nov. 4, 2026, with 198,231,571 ordinary shares outstanding and one vote per share. The Board recommends FOR Proposals 1, 2, 3, 5, 6 and 7, and EVERY ONE YEAR for Proposal 4.

• Effective Jan. 1, 2026, foreign private issuer status ended, bringing the issuer under Exchange Act proxy rules and Schedule 14A disclosure requirements.

Voting matters and shareholder proposals

• Proposal 1 seeks re-election of five directors to staggered terms ending in 2027, 2028 and 2029; nominees are voted on separately and require a simple majority of votes cast.

• Proposal 2 seeks ratification of KPMG’s removal and PwC Israel’s appointment for FY2026 through the next AGM, with the Board authorized to set auditor fees; Proposal 3 is an advisory vote on 2025 NEO compensation.

• Proposal 4 offers one-, two- or three-year say-on-pay intervals; the Board recommends annual votes, and the next say-on-pay vote is expected at the 2027 AGM, subject to the frequency vote.

• Proposal 5 would extend the 2015 Stock Option Plan by one year, to February 2028; without approval it expires in February 2027. Proposal 6 seeks a revised compensation policy and non-executive director compensation; Proposal 7 seeks approval of CEO Moshe Rozenbaum’s terms.

• Proposals 6 and 7 require a simple majority plus a special-majority condition under Israeli law; shareholders holding at least 1% may submit an additional agenda item by Nov. 17, 2026.

Board of directors and corporate governance

• The five director nominees are Paul Fruchthandler, Moshe Rozenbaum, Nadav Kidron, Phillip Borenstein and Eliezer Eli Tarlow; four are deemed independent under Nasdaq standards.

• Board Chair Phillip Borenstein and CEO Moshe Rozenbaum are separate roles; no lead independent director is appointed. The Board cites independent non-executive directors as supporting oversight and role separation.

• The Board has standing audit and compensation committees, each with four independent members; in FY2025 the Board held six meetings, the audit committee four and the compensation committee 10, with each director attending at least 75% of applicable meetings.

• The full Board leads director identification and nomination; candidate review considers skills, experience, independence, conflicts, time commitment and alignment with Board needs and strategy.