Nano Dimension (NNDM) Proxy filing summary

Executive summary

• Preliminary proxy dated October 22, 2026; the virtual AGM date remains a placeholder, and November 4, 2026 is the record date. The Board recommends FOR all seven proposals.

• Effective January 1, 2026, foreign private issuer status ended, bringing the filing under Exchange Act proxy rules and Regulation S-K disclosures.

Voting matters and shareholder proposals

• Seven proposals cover five director re-elections, PwC Israel’s auditor appointment, 2025 executive pay, future say-on-pay frequency, a one-year equity-plan extension, revised compensation policy, and CEO terms.

• The Board recommends annual say-on-pay votes; this first advisory say-on-pay vote concerns 2025 compensation, with the next expected at the 2027 AGM subject to the frequency vote.

• Proposals 6 and 7 require a simple majority plus a special majority condition tied to non-controlling, non-interested shareholders; abstentions and broker non-votes have no effect.

• Shareholders holding at least 1% of voting rights may propose agenda items; director nomination or removal proposals require at least 5%.

Board of directors and corporate governance

• Five directors serve staggered three-year terms; nominees are Paul Fruchthandler, Moshe Rozenbaum, Nadav Kidron, Phillip Borenstein, and Eliezer Eli Tarlow, with terms ending in 2027, 2028, or 2029.

• Four directors—Borenstein, Fruchthandler, Kidron, and Tarlow—were determined independent under Nasdaq standards; the Chairman and CEO roles are held by separate people.

• The Board has standing audit and compensation committees, both composed of four independent directors; Fruchthandler chairs Audit and is designated its financial expert, while Borenstein chairs Compensation.

• In FY2025, the Board held six meetings, Audit held four, and Compensation held 10; every director attended at least 75% of meetings of the Board and committees on which they served.