Nano Dimension (NNDM) Proxy filing summary

Executive summary

• An Extraordinary General Meeting is scheduled for July 31, 2026, to address several proposals affecting governance and board composition.

• The meeting was called following a demand by a group of shareholders under Israeli law.

• Shareholders of record as of June 23, 2026, are eligible to vote.

Voting matters and shareholder proposals

• Proposal 1 seeks advisory approval for the continuation of the strategic alternatives review process; board recommends FOR.

• Proposal 2, from shareholders, aims to amend Article 39 to declassify the board; board recommends FOR.

• Proposals 3 and 4 propose adding new Articles 71 and 72; board recommends AGAINST.

• Proposal 5 seeks removal of three directors; board recommends AGAINST.

• Proposal 6, contingent on Proposal 5, seeks election of three new directors; board recommends AGAINST.

• Proposal 2 requires a 70% majority; others require a simple majority of votes cast.

Board of directors and corporate governance

• Board supports declassification (Proposal 2) but opposes removal and replacement of directors.

• Director Phillip Borenstein disagrees with board recommendations on several proposals.

• Board urges shareholders to disregard proxy materials from proposing shareholders.