Nano Dimension (NNDM) Proxy filing summary

Executive summary

• Murchinson Ltd. and affiliates, holding about 9% of shares, are soliciting proxies to enact significant governance changes at an extraordinary general meeting scheduled for July 31, 2026.

• The solicitation seeks to amend the company's articles, remove and replace board members, and limit board powers regarding major transactions and shareholder rights plans.

• Murchinson argues these changes are necessary to address underperformance, poor governance, and value-destructive decisions.

• The proxy contest is being conducted independently of the current board and management, with Okapi Partners assisting in the solicitation.

Voting matters and shareholder proposals

• Six proposals are on the agenda: a non-binding advisory vote on the strategic alternatives review, declassification of the board, requiring shareholder approval for rights plans and major transactions, removal of three directors, and appointment of three new nominees.

• Murchinson recommends voting against the continuation of the strategic alternatives review and for all other proposals, including governance reforms and board changes.

• Shareholders of record as of June 23, 2026, are eligible to vote, with each share entitled to one vote per proposal.

Board of directors and corporate governance

• Proposal to declassify the board and require annual director elections to enhance accountability.

• Proposal to remove three incumbent directors and appoint three new nominees with diverse backgrounds in real estate, finance, and IT.

• Nominees have certified compliance with legal requirements and independence standards.