Nano Dimension Ltd

This management proposal asks shareholders to cast a non-binding advisory vote to continue the Company’s strategic alternatives review process, which the Board has been conducting with financial advisors Guggenheim Securities and Houlihan Lokey to evaluate a broad range of strategic options designed to maximize shareholder value. Management is seeking shareholder input because the process could result in strategic transactions (including mergers or other combinations) that would materially change the company’s direction; while the vote is non-binding, the Board intends to consider the result when deciding whether to continue pursuing alternatives. The proxy describes concrete steps already taken in the process, including engagement with approximately 20 counterparties, a short list of four, the sale of certain product lines and a definitive agreement to sell MarkForged for $42.5 million, and a non-binding term sheet dated June 15, 2026 for a proposed business combination with Infinite that reflects a combined company value of approximately $1.3 billion. Management frames the transaction pathway as an attractive way to combine the company’s cash assets with a scalable growth platform and to deliver value to existing shareholders, noting certain retention of minority ownership and potential upside from dispositions of legacy assets. Because the vote is advisory, any transaction that requires shareholder approval would still be subject to a separate shareholder vote, but continuation of the review without clear shareholder support could be viewed negatively by investors. The Board’s recommendation to vote FOR signals that it believes continuing the review is in shareholders’ best interests given the strategic context and recent monetizations; the recommendation is grounded in the Board’s view that pursuing a transaction may offer a superior path compared with remaining a cash-heavy public company without scalable growth. In evaluating the merits, an analyst should weigh the non-binding nature of the proposal, the existence of concrete transaction discussions and term sheets, possible conflicts or timing concerns raised by the contested solicitation, and the potential dilution or strategic trade-offs of any transaction ultimately approved by the Board. The advisory vote also functions as a governance signal about shareholder appetite for transformative transactions, which could influence negotiations or the Board’s willingness to pursue particular counterparties.

Proposal No. 2 would amend Article 39 to eliminate the company’s classified board and require (except for any External Directors) that directors be elected at each General Meeting and hold office only until the next Annual General Meeting. The proposing shareholders are asking for declassification to increase director accountability and to make it easier for shareholders — including the Proposing Shareholders — to nominate and elect directors annually; Article 39(c) includes procedural requirements for Proposing Shareholders to present Alternate Nominees. The Board’s endorsement of the amendment indicates management believes annual elections are appropriate in the company’s current context and that declassification aligns with shareholder interests. Procedurally, the amendment has a high approval threshold under the Articles: it requires an affirmative vote equal to a 70% majority of the voting power represented and voting at the Meeting (disregarding abstentions), which is significantly above a simple majority and creates a meaningful hurdle for adoption. Given the contested background—Schedule 13D activity, litigation over rights plan triggers, and settlement discussions—the declassification proposal functions both as a governance reform and as a tactical mechanism that could change the dynamics of any future proxy contest or board turnover. For analysts, the key evaluation points are (i) whether the Board’s support reflects alignment with shareholders or a defensive concession; (ii) the probability that the 70% threshold can be met given the identity and holdings of large shareholders; (iii) how declassification would change director turnover risk and corporate strategy execution; and (iv) interplay with other proposals (notably the director removal and slate election) and recent transactions or negotiations the company is pursuing.

Proposal No. 3 would add Article 71 to require shareholder approval of any shareholder rights plan (poison pill), with prior rights plans to expire unless ratified by shareholders. The proposing shareholders are advancing this change in a context in which the Board adopted a Rights Agreement on February 2, 2026 that would dilute an Acquiring Person exceeding 9.99% — the new Article 71 would constrain the Board’s unilateral ability to adopt such defensive measures without securing shareholder ratification within 90 days. Management opposes the proposal, recommending a vote AGAINST and arguing the addition is not in the company’s or shareholders’ best interests; the proxy statement notes this opposition but provides limited specific explanation in the included text. For a sophisticated evaluation, consider that a rights plan can be a legitimate defensive tool to protect shareholders from opportunistic partial accumulations or destabilizing short-term tactics, and that obligating shareholder ratification could create timing and strategic limitations in contested situations. Also assess the company’s strategic context — pending term sheets, sale of product lines, litigation over meeting demands, and the contested solicitation — because adoption of Article 71 could materially alter negotiation leverage and the Board’s ability to respond to potential acquirers. Analysts should weigh the governance benefits of greater shareholder control against the potential loss of a timely defensive mechanism and the likelihood that shareholders will support a ratification in the event the Board implements a rights plan.

Proposal No. 4 would add Article 72 to require shareholder approval for Major Transactions, defined to include M&A transactions and Equity Financings above specified dollar thresholds ($50 million individually or $100 million aggregated over 12 months). The proposing shareholders are seeking to limit the Board’s unilateral authority to enter into large acquisitions, dispositions, or dilutive financings without securing shareholder approval; Article 72 includes detailed definitions and certain excluded securities (employee RSUs/options, pre-existing convertible securities, vendor issuances) and a sunset provision (December 31, 2026 or 30 days after the 2026 AGM). Management opposes the proposal and recommends a vote AGAINST, arguing the addition is not in the company’s or shareholders’ best interests. In context, the company has been actively engaged in strategic transactions including sales of product lines, a term sheet for a business combination with Infinite, and prior adoption of a rights agreement; imposing a shareholder-approval requirement could materially constrain the Board’s negotiating flexibility and timing in completing strategic or financing transactions. A sophisticated assessment should weigh the governance benefit of shareholder approval against the potential to impede timely execution of value-maximizing transactions, the practical effect of the dollar thresholds and sunset, and whether the proposal is targeted at preventing specific transactions or is intended as a broader governance reform.

Proposal No. 5 seeks immediate removal of three named directors (the Chairman Robert Pons, Director Joshua Rosensweig, and CEO/Director David Stehlin) and also seeks to remove any directors appointed by the Board on or after the Demand Date up to the EGM. The proposing shareholders’ objective is to replace the incumbent directors and to facilitate a change in the Board’s composition; the removal is tactical and is clearly tied to the Contested Solicitation, Schedule 13D activity, and settlement discussions described elsewhere in the proxy. Management strongly opposes the removals, recommending shareholders vote AGAINST and characterizing the proposals as not in the company’s or shareholders’ best interests. Removing sitting directors — including the CEO and Chairman — would be a material governance disruption and could affect ongoing strategic negotiations and transaction processes (including the Company’s strategic review, asset sales and the Infinite term sheet). If approved, Proposal No. 5 would immediately clear seats that the Proposing Shareholders intend to fill under Proposal No. 6 with their nominees, creating near-term control implications; conversely, rejection preserves the current Board’s continuity during active strategic discussions. A careful evaluation should consider (i) the merits of the Proposing Shareholders’ complaints or stated reasons for removal (which are not detailed verbatim in the company’s filing), (ii) the potential operational and transaction risk associated with replacing management and directors mid-process, (iii) the voting power dynamics among large shareholders and the high bar for other proposals, and (iv) the conditional nature of the companion slate election (Proposal No. 6).