Nano Dimension Ltd

1. 1

   Re-election of Directors

   ManagementBoard: FOR

   Re-elect Paul Fruchthandler as Class I director, Moshe Rozenbaum and Nadav Kidron as Class II directors, and Phillip Borenstein and Eliezer Eli Tarlow as Class III directors for the specified staggered terms.

2. 2

   Approval and Ratification of Auditor Removal and Appointment

   ManagementBoard: FOR

   Approve and ratify the removal of KPMG LLP, appoint Kesselman & Kesselman (PwC Israel) as independent registered public accounting firm through the next annual meeting, and authorize the Board to determine its compensation.

3. 3

   Advisory Approval of 2025 Named Executive Officer Compensation

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers for fiscal 2025 as disclosed in the proxy statement.

   More detail

   Proposal Three asks shareholders to approve, on a non-binding advisory basis, compensation paid to Nano Dimension’s named executive officers for fiscal 2025. The vote covers the Compensation Discussion and Analysis, executive compensation tables, and related narrative disclosures. This is the Company’s first say-on-pay vote following its transition from foreign private issuer status and resulting applicability of the U.S. proxy rules. Management describes the program as intended to attract, motivate, and retain qualified executives in a competitive market. The program combines base salary, discretionary or performance-based cash incentives, and equity awards intended to align executives with long-term shareholder value. The 2025 compensation disclosures reflect substantial turnover among senior management, including multiple CEOs and CFOs during the year, as well as significant equity awards to several executives. The Board and compensation committee state that they regularly review and revise compensation to maintain alignment with company and shareholder interests. Although advisory and non-binding, the vote will be considered in future compensation decisions. The Board recommends voting FOR because it believes the program is appropriately designed and effective in achieving its compensation objectives.

4. 4

   Advisory Vote on Frequency of Future Say-on-Pay Votes

   ManagementBoard: FOR

   Choose, on a non-binding advisory basis, whether future say-on-pay votes should occur every one, two, or three years.

   More detail

   Proposal Four asks shareholders to select the frequency of future advisory votes on executive compensation. The available choices are every one year, every two years, or every three years. The Board recommends an annual vote, which it characterizes as the most appropriate policy for the Company at this time. Management states that annual voting would provide a direct, consistent, and timely channel for shareholder feedback. The recommendation also reflects the Board’s view that annual say-on-pay voting is consistent with current corporate governance best practices. The vote is advisory and will not legally bind the Company, the Board, or the compensation committee. Nevertheless, the compensation committee and Board state that they will consider the outcome when determining future voting frequency and compensation decisions. If no option receives a simple majority, the option receiving the highest number of votes cast will be treated as the shareholders’ selected frequency. The proposal is especially relevant because this is Nano Dimension’s first say-on-pay vote after becoming subject to the U.S. proxy rules. The Board recommends voting for EVERY ONE YEAR to facilitate regular oversight of executive compensation.

5. 5

   Extension of the Employee Stock Option Plan (2015

   ManagementBoard: FOR

   Approve extending the 2015 Employee Stock Option Plan for one additional year, from expiration in February 2027 to expiration in February 2028.

   More detail

   Proposal Five asks shareholders to extend Nano Dimension’s Employee Stock Option Plan (2015) for one additional year. The extension would move the plan’s expiration from February 2027 to February 2028. The plan permits awards in the form of options and restricted stock units to eligible employees, directors, officers, service providers, and certain affiliates. Management argues that equity awards are an integral part of compensation because they help attract skilled personnel, retain employees and management, and motivate participants to contribute to shareholder value. As of November 4, 2026, the Company reported 2,470,963 ordinary shares subject to outstanding awards and 33,233,132 shares available for grant under the plan. The plan includes a general authorization tied to up to 20% of fully diluted share capital, subject to the plan’s terms and applicable law. The proposal does not itself specify new awards to particular individuals, and future awards generally remain subject to administrator discretion. Separate proposed awards for the CEO and non-executive directors are addressed in Proposals Six and Seven. If shareholders reject the extension, the plan will expire in February 2027 and no additional grants may be made under it thereafter. The Board recommends voting FOR because continued plan availability supports recruitment, retention, incentives, and long-term alignment.

6. 6

   Approval and Adoption of Revised Compensation Policy and Non-Executive Director Compensation

   ManagementBoard: FOR

   Approve and adopt the revised Compensation Policy, including increased cash and equity retainers and revised committee compensation for non-executive directors.

   More detail

   Proposal Six asks shareholders to approve and adopt Nano Dimension’s revised Compensation Policy and the related compensation arrangements for non-executive directors. The principal changes concern higher annual cash and equity retainers, revised committee retainers, and compensation for non-standard committee service. The proposed annual cash retainer is $75,000 for each non-executive board member, with additional retainers for board chair, committee membership, and committee chair responsibilities. Each non-executive director would also be eligible for an annual RSU grant with a maximum grant-date value of $150,000, without a fixed numerical share cap, subject to share availability and burn-rate considerations. The Board states that the changes were informed by recommendations from Compensia and comparative analysis of peer-company director compensation. Management argues that increased compensation is needed to attract and retain directors with the skills and experience necessary for independent oversight. The proposed policy is subject to a special-majority shareholder approval requirement, while the director compensation component generally requires a simple majority if the revised policy is approved. The existing Compensation Policy would remain in effect if shareholders do not approve the proposal. The Board recommends voting FOR because it believes the proposed compensation appropriately reflects director responsibilities, time commitments, expertise, and potential liabilities.

7. 7

   Approval of CEO Moshe Rozenbaum’s Compensation Terms

   ManagementBoard: FOR

   Approve the proposed compensation package for CEO Moshe Rozenbaum, including a $600,000 base salary, 1,000,000 RSU award, severance protection, discretionary bonus eligibility, and customary benefits.

   More detail

   Proposal Seven asks shareholders to approve the compensation terms of Moshe Rozenbaum, who became CEO in November 2026 after serving as interim CEO. The proposed package includes a $600,000 annual base salary and a new-hire award of 1,000,000 RSUs. The RSUs would vest in three equal annual installments over three years, subject to the applicable equity plan and award agreement. If Mr. Rozenbaum is terminated without cause or resigns for good reason, 50% of the equity scheduled to vest on the next scheduled vesting date would accelerate. The package also provides for twelve months of base-salary severance in those circumstances. Mr. Rozenbaum would be eligible for a discretionary annual cash bonus, with no specific amount or payout guaranteed. The compensation committee and Board relied in part on a Compensia benchmarking report comparing executive compensation practices at peer companies. Management states that the structure is intended to attract and retain qualified leadership, reflect market practice, and align a significant portion of compensation with long-term shareholder value. Approval requires a special majority under the Israeli Companies Law. The Board recommends voting FOR because it believes the proposed terms are competitive, consistent with the Compensation Policy, and in the Company’s best interests.

Upcoming shareholder meetings at Nano Dimension Ltd’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Nano Dimension Ltd 2026 annual meeting?

Nano Dimension Ltd (NNDM) holds its 2026 annual shareholder meeting on Tuesday, December 29, 2026.

What is the record date for the Nano Dimension Ltd 2026 meeting?

The record date for the Nano Dimension Ltd 2026 meeting is Wednesday, November 4, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Nano Dimension Ltd's 2026 meeting?

The board is presenting 5 director nominees at the Nano Dimension Ltd 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Nano Dimension Ltd 2026 meeting?

Shareholders will vote on 7 proposals at the Nano Dimension Ltd 2026 meeting, each tagged with who proposed it and the board's recommendation.