Nano Dimension (NNDM) Proxy filing summary

Executive summary

• An extraordinary general meeting was called following a demand by major shareholders to address governance and strategic direction issues.

• The agenda includes proposals from both the board and proposing shareholders, with the board supporting only two of six proposals.

• The board recommends continuing the strategic alternatives review and declassifying the board, but opposes changes to shareholder rights plans, major transaction approvals, and director removals.

• The proxy contest follows disputes over a rights agreement and ongoing litigation regarding shareholder rights.

• The company has recently sold product lines and is actively evaluating further strategic transactions.

Voting matters and shareholder proposals

• Proposal 1: Non-binding advisory vote to continue the strategic alternatives review process; board recommends FOR.

• Proposal 2: Amend Article 39 to declassify the board; board recommends FOR, requires 70% majority.

• Proposal 3: Add Article 71 requiring shareholder approval for rights plans; board recommends AGAINST.

• Proposal 4: Add Article 72 requiring shareholder approval for major transactions; board recommends AGAINST.

• Proposal 5: Remove three current directors; board recommends AGAINST.

• Proposal 6: Elect three new directors if Proposal 5 passes; board recommends AGAINST.

Board of directors and corporate governance

• Board currently includes experienced executives with backgrounds in technology, finance, and law.

• Proposing shareholders seek to declassify the board and replace three directors with their nominees.

• Board opposes the removal and replacement of directors, citing concerns over company interests.