Nano Dimension (NNDM) Proxy filing summary

Executive summary

• Board is focused on executing a strategic alternatives review process to maximize shareholder value, emphasizing operational discipline and monetization of non-core assets.

• Murchinson Ltd. has initiated a campaign to replace three of five directors, including two previously nominated by Murchinson, aiming for control without a premium.

• Board rejects Murchinson's efforts, citing lack of a credible strategic plan and risks to shareholder value.

• Strategic alternatives review is expected to conclude in the near future, with all shareholders able to vote on any proposed change-of-control transaction.

• Board commits to transparency, shareholder engagement, and responsible stewardship of assets.

Voting matters and shareholder proposals

• Shareholders will vote on proposed changes, including any change-of-control transaction, at an upcoming extraordinary general meeting.

• Board and management are soliciting proxies and encouraging shareholders to read the definitive proxy statement and use the WHITE proxy card.

Board of directors and corporate governance

• Current board includes three directors initially supported by Murchinson; Murchinson now seeks to replace two of them.

• Board has invited Murchinson's founder to join, subject to a cooperation agreement, but received no response.

• Director Andy Sriubas will not serve on a board controlled by Murchinson.

• Board emphasizes stability and continuity during the strategic review process.