Nano Dimension (NNDM) Proxy filing summary

Executive summary

• Extraordinary General Meeting on July 31, 2026, will determine whether the current independent Board or Murchinson's nominees will control the Board.

• The meeting is not a vote on any strategic transaction but on Board composition and governance direction.

• Current Board has focused on strategic alternatives, operational streamlining, and evaluating value-creating opportunities since 2025.

• Shareholders will have a future vote if a definitive agreement is reached regarding the Infinite Epigenetics transaction.

• Forward-looking statements caution about risks and uncertainties related to strategic plans and Board actions.

Voting matters and shareholder proposals

• Proposal 1: Advisory vote to continue the Board's strategic alternatives review process—Board recommends FOR.

• Proposals 2–4: Amendments to Articles—Board recommends AGAINST.

• Proposal 5: Dismissal of three current directors and any new directors appointed after May 21, 2026—Board recommends AGAINST.

• Proposal 6: Election of three new directors nominated by Proposing Shareholders—Board recommends AGAINST.

Board of directors and corporate governance

• All current Board members joined after December 2024, inheriting prior Board's decisions, including acquisitions.

• Murchinson seeks to replace three of five directors, potentially gaining full Board control.

• Board rejected Murchinson's demands for reimbursement, advisory roles, and directorial influence, citing fiduciary duties.

• Board emphasizes independence and structured review of strategic alternatives.