Nano Dimension Ltd

1. 1

   Company’s Non-Binding Advisory Vote on the Continuation of the Company’s Strategic Alternatives Review Process, Including Any Related Transaction Approved by the Board

   Management

   A non-binding advisory resolution asking shareholders whether the Company should continue its strategic alternatives review process and any related transactions approved by the Board.

   More detail

   This is a management-originated, non-binding advisory proposal asking shareholders whether the Company should continue its strategic alternatives review process, including any related transactions approved by the Board. The proposal does not compel the Board to act but requests shareholder sentiment on the continuation of a process that may lead to material outcomes (e.g., M&A, sales, or strategic partnerships). The Company has framed the vote as advisory and states it will consider the shareholder vote when deciding whether to continue evaluating strategic alternatives; because the measure is non-binding, any transaction that requires shareholder approval will still be subject to a later binding vote. Murchinson, the dissident proponent of the proxy solicitation, recommends voting AGAINST this advisory vote, arguing implicitly that continuation of the process as currently structured is not in shareholders’ best interests. The lack of a clear Board recommendation in the Murchinson filing creates ambiguity for investors: a FOR vote signals support for the Board’s continued process while an AGAINST vote reflects shareholder skepticism or a desire for alternative governance changes. For investors, the key considerations are (i) whether the strategic review has produced credible alternatives that could unlock value, (ii) whether the Board has managed the process impartially and with appropriate governance safeguards, and (iii) whether continuing the process would preclude or delay other value-enhancing actions. Given its non-binding nature, the vote is primarily a governance signal rather than a direct constraint on corporate action, but a significant negative vote could increase pressure on the Board to modify the review’s approach or to engage with dissident shareholders. Absent more detail in the Company’s materials on timeline, advisors, and potential outcomes, the advisory vote carries limited direct legal effect but notable informational and political weight.

2. 2

   Murchinson’s Proposal to Amend Article 39 of the Articles (Declassify the Board / Annual Director Elections

   Shareholder — Murchinson Ltd. (and certain funds it advises and/or sub-advises

   Amend Article 39 to eliminate the classified Board and require directors (other than any External Directors) be elected at each annual meeting to serve until the next annual general meeting.

   More detail

   Murchinson’s Proposal No. 2 seeks to amend Article 39 to declassify the Board so that directors (other than any External Directors) are elected annually and hold office only until the next annual general meeting. The proponent frames this change as a governance reform intended to increase accountability and reduce entrenchment by enabling shareholders to more frequently replace directors. The amendment includes procedural details for nomination rights by the Board and by proposing shareholders, and clarifies transitional arrangements for the 2026 AGM. The proposal requires a high approval threshold under the Articles (70% of voting power present and voting), making it difficult to pass without broad support. Murchinson argues that declassification will align the Board with shareholders and is part of a broader campaign to address what it describes as underperformance and value-destructive decisions. The Company’s explicit counter-arguments are not included in the Murchinson filing, but predictable board objections would include loss of continuity, potential disruption to long-term strategy, and reduced ability to insulate directors from short-term activist pressure. For institutional investors evaluating the change, the decision balances the governance benefits of increased accountability against the costs of reduced board continuity, and the high approval threshold means passage would be a strong signal of shareholder consensus for governance change. Given the presence of additional correlated proposals (director removals and appointments), this proposal fits into a coordinated effort to alter board composition and oversight; its practical effect depends on both voter turnout and the success of the related removal/appointment votes.

3. 3

   Murchinson’s Proposal to Add a New Article 71 to the Articles (Require Shareholder Approval for Rights Plans

   Shareholder — Murchinson Ltd. (and certain funds it advises and/or sub-advises

   Add Article 71 to prohibit adoption of a shareholder rights plan (poison pill) unless approved by shareholders within 90 days of Board approval; existing rights plans expire upon adoption of the Article unless shareholder approval was obtained.

   More detail

   Proposal No. 3 would add a new Article 71 requiring any newly adopted shareholder rights plan to receive subsequent shareholder approval within 90 days of Board approval, and would cause pre-existing rights plans to expire upon adoption of Article 71 unless shareholder approval had been obtained. Murchinson justifies the proposal by citing a history in which shareholders previously opposed board authority to adopt poison pills and by alleging the Board nonetheless adopted or extended rights plans multiple times (January 2023, January 2024, February 2026). The measure is designed to constrain the Board’s ability to unilaterally entrench itself through a poison pill mechanism and to restore shareholder primacy over such defensive measures. The proposal requires only a simple majority to pass according to the filing, making it procedurally easier than the declassification amendment. The likely board response (not provided verbatim in Murchinson’s materials) would emphasize that rights plans are an important defensive tool to protect remaining shareholders’ value in the event of coercive transactions and that placing rigid shareholder-approval timing constraints could impede the Board’s ability to negotiate and protect strategic flexibility. For investors, the tradeoff is between shareholder control over entrenchment devices and the Board’s need for defensive flexibility; historical board use of rights plans at Nano increases the relevance of this change. If approved, the Article would limit the Board’s ability to adopt or extend poison pills without explicit near-term shareholder consent, increasing shareholder oversight of takeover defenses.

4. 4

   Murchinson’s Proposal to Add a New Article 72 to the Articles (Require Shareholder Approval for Major Transactions

   Shareholder — Murchinson Ltd. (and certain funds it advises and/or sub-advises

   Add Article 72 to require shareholder approval for Major Transactions (M&A or Equity Financings above specified thresholds) until the later of Dec 31, 2026 or 30 days after the 2026 AGM, with specified definitions and exclusions.

   More detail

   Proposal No. 4 would introduce Article 72 to require shareholder authorization for Major Transactions (M&A or Equity Financings above set thresholds) for a limited duration (until Dec 31, 2026 or 30 days after the 2026 AGM). The proposal is framed as a temporary constraint on the Board to prevent major strategic actions or dilutive financings without shareholder approval during a period of contested governance. The definitions include material monetary thresholds (US$50 million individual / US$100 million aggregate over 12 months) and carve-outs for ordinary-course employee equity, pre-existing convertible securities, and vendor issuances approved by disinterested directors. Murchinson justifies the change by asserting the Board has taken material strategic decisions without shareholder approval and that shareholders should have a say in large transactions. The Board’s counter-arguments are not included in the Murchinson filing; however, likely board objections would include the need for agility in pursuing time-sensitive transactions, the administrative burden and potential deal risk created by mandatory shareholder votes, and the fact that fiduciary duties already constrain directors. For investors, the trade-off is between increased shareholder control over transformative actions and potentially reduced strategic flexibility during the limited term. Given its sunset provision, this proposal is more surgical than a permanent charter change, but its passage could materially affect the Board’s negotiating posture and the timeline for M&A or financing transactions in the near term.

5. 5

   Murchinson’s Proposal to Remove Members of the Board

   Shareholder — Murchinson Ltd. (and certain funds it advises and/or sub-advises

   Remove Messrs. Robert Pons, Joshua Rosensweig and David Stehlin from the Board effective immediately, and remove any directors appointed by the Board on or following the Demand Date until conclusion of the Meeting.

   More detail

   Proposal No. 5 is a direct removal-of-directors proposal seeking to oust three named incumbent directors and to remove any directors the Board appointed after the Demand Date, effective immediately. Murchinson frames this action as necessary to end entrenchment and to improve accountability in light of what it describes as Nano’s history of underperformance and poor governance. The measure relies on the company’s Article 42 mechanism permitting removal by simple majority, and requires only a simple majority to pass. Absent the Company’s formal opposition text in these materials, the likely board response would highlight that removing directors en masse can disrupt governance, impede ongoing strategic reviews, and could be destabilizing for operations and negotiations with third parties. For investors, the vote’s implications are immediate: if successful, it would change board composition and potentially enable the proponent to install nominees quickly; if it fails, it signals shareholder support for the incumbent slate or satisfaction with existing oversight. The proposal is integral to Murchinson’s coordinated campaign (tied to Proposals 2, 3, 4 and 6) and should be evaluated in that broader context — both the governance rationale and the operational risks of abrupt board turnover matter for valuation and continuity. Given the contentious nature of director removals, institutional voters will weigh management performance, board independence, and the credibility of the dissident’s replacement slate when deciding how to vote.

6. 6

   Murchinson’s Proposal to Appoint New Directors to the Board

   Shareholder — Murchinson Ltd. (and certain funds it advises and/or sub-advises

   Subject to removal under Proposal No. 5, appoint Moshe Rozenbaum, Eliezer Eli Tarlow and Paul (Pinchos) Fruchthandler as directors to fill resulting vacancies, with specified ordering of terms.

   More detail

   Proposal No. 6 is a contingent slate replacement proposal whereby Murchinson seeks to appoint three specified nominees to fill vacancies created by the successful removal of incumbent directors under Proposal No. 5. The proponent emphasizes each nominee’s qualifications and certifications under the Companies Law and represents that the nominees are largely independent, with the caveat that Mr. Rozenbaum’s prior employment by Nano may affect his independence determination. If passed, the nominees would constitute a majority of the Board and could materially alter strategic direction and governance priorities. The slate is packaged with removal and charter amendment proposals, showing a coordinated takeover-style governance campaign aimed at changing both personnel and rules of engagement (declassification, rights plans, major transactions). The Company’s counter-arguments are not provided verbatim in the Murchinson filing, but a typical board response would stress disruption risk, potential conflicts of interest, and the need for continuity during strategic reviews. Investors evaluating the slate should scrutinize nominees’ track records, potential conflicts (e.g., prior Nano employment), and preparedness to manage operational and strategic responsibilities immediately upon appointment. The contingent nature of the appointments (dependent on varying numbers of removals) adds complexity to the implementation and underscores that the real-world effect hinges on combined voting outcomes across the related proposals.

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 special meeting?

Nano Dimension Ltd (NNDM) holds its 2026 special shareholder meeting on Friday, July 31, 2026.

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

The record date for the Nano Dimension Ltd 2026 meeting is Tuesday, June 23, 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 3 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 6 proposals at the Nano Dimension Ltd 2026 meeting, each tagged with who proposed it and the board's recommendation.