Nano Dimension (NNDM) Proxy filing summary

Executive summary

• Murchinson Ltd. and affiliates, holding 7.7% of shares, are soliciting proxies to enact significant governance changes at an extraordinary general meeting, citing underperformance and poor governance.

• The meeting agenda includes proposals to declassify the board, require shareholder approval for poison pills and major transactions, remove three directors, and appoint three new nominees.

• Murchinson recommends voting for all its proposals, aiming to align the board with shareholder interests and enhance accountability.

Voting matters and shareholder proposals

• Proposals include a non-binding advisory vote on the company's strategic alternatives review, declassification of the board, restrictions on poison pills, shareholder approval for major transactions, removal of three directors, and appointment of three new directors.

• Each proposal has specific approval thresholds, with most requiring a simple majority, except the board declassification, which requires a 70% majority.

• Shareholders can vote by proxy, with detailed procedures for ADS and ordinary share holders.

Board of directors and corporate governance

• Proposal to amend Article 39 to declassify the board and require annual director elections.

• Proposal to remove directors Robert Pons, Joshua Rosensweig, and David Stehlin, and any new directors appointed after May 21, 2026.

• Proposal to appoint Moshe Rozenbaum, Eliezer Eli Tarlow, and Paul Fruchthandler as new directors, who are presented as independent and highly qualified.