Nano Dimension (NNDM) Proxy filing summary

Executive summary

• An extraordinary general meeting is scheduled for July 31, 2026, following a demand by a group of significant shareholders to address governance and strategic direction.

• The agenda includes proposals from both the board and the proposing shareholders, with the board recommending support for only two of six proposals.

• The board urges shareholders to vote using the official proxy card and disregard materials from the proposing shareholders.

• Voting eligibility is set for shareholders of record as of June 23, 2026, with detailed procedures for both ordinary and ADS holders.

• Proxy solicitation is contested, with significant additional costs anticipated due to the nature of the meeting.

Voting matters and shareholder proposals

• Proposal 1: Non-binding advisory vote on continuing the strategic alternatives review process; board recommends FOR.

• Proposal 2: Amend Article 39 to declassify the board; board recommends FOR.

• Proposal 3: Add Article 71 requiring shareholder approval for rights plans; board recommends AGAINST.

• Proposal 4: Add Article 72 requiring shareholder approval for major transactions; board recommends AGAINST.

• Proposal 5: Remove three current directors; board recommends AGAINST.

• Proposal 6: Elect three new directors if Proposal 5 passes; board recommends AGAINST.

Board of directors and corporate governance

• The board currently consists of experienced professionals in technology, finance, and law.

• Proposing shareholders seek to declassify the board and replace three directors with their nominees.

• Biographical details for both current and proposed directors are provided.

• Board recommends against changes that would add new Articles 71 and 72 or replace directors.