Our Case for Change

In March 2023, Nano shareholders sent a clear message when they voted overwhelmingly at the special general meeting called by Murchinson to remove CEO Yoav Stern, Oded Gera, Igal Rotem and Yoav Nissan-Cohen from the Board. Despite 85% of voting shareholders voting to remove them, Messrs. Stern, Gera and Nissan-Cohen have refused to recognize these results and depart the Board.

Since then, Nano has gone to great lengths to ignore this clear desire for change and disenfranchise shareholders by:

1

Making it Nano’s position that ADR holders are not shareholders and therefore have no shareholder rights, essentially making the Board unaccountable to owners of the Company

2

Commencing litigation in two countries and in three different courts, with multiple subsequent appeals, in an attempt to vacate the results of the March 2023 Special Meeting

3

Adopting and renewing a “poison pill" in defiance of the express instructions of shareholders, who voted against it at the 2020 annual meeting

4

Running a smear campaign against its two biggest shareholders to deflect attention away from shareholders’ concerns about Nano’s malfeasance and troubling status quo

5

Filing a dilutive registration statement to issue nearly 52 million new shares (21.3% of the shares outstanding at the time)in what we believe is a thinly veiled and reactive attempt to place as many shares as possible in Stern-friendly hands

6

Waging an irrational, dead-end campaign to acquire Stratasys Ltd that has lost shareholders over $100 million (so far)

7

Announcing and then cancelling a special meeting, using the war in Gaza as an excuse, when, in our view, the real reason for cancelling was to prevent shareholders from voting on important governance matters

8

Engineering the appearance of a board refreshment by appointing self-selected directors who are loyal to Mr. Stern

9

Submitting a compensation proposal for the 2024 Annual Meeting that would, if approved, entitle Mr. Stern to many millions of dollars if shareholders vote him off the Board

The Facts Are Clear

The Board has demonstrated that it is unable to improve the Company’s valuation, incapable of holding management accountable and lacks the necessary judgment to use Nano’s cash and other resources responsibly.

Negative total shareholder returns

Persistent negative enterprise value

Value-destructive capital allocation decisions

Worst-in-class corporate governance

Lack of accountability for management

We Want To Hear From You

As one of Nano Dimension’s largest shareholders, we have serious concerns about the leadership of CEO Yoav Stern. We fear that Mr. Stern will persuade his allies on the Board of Directors (the “Board”) to approve other extreme measures to further entrench himself and maintain the Stern-controlled Board at the expense of shareholders.

If you share our concerns, or have information about the following, we want to hear from you.

  • Are you disturbed by the questionable practices employed by the Company's leadership?
  • Have you witnessed unacceptable behaviors or signs of a toxic work environment?
  • Are you worried about the persistent erosion of the value of your stock or options?
  • Have you seen a clear misuse of the Company’s resources? Nepotism? Conflicts of interests?
  • Do you have concerns about Nano’s efforts to strip ADS holders of their rights?

To submit information anonymously about Yoav Stern and his value-destructive board, use the form below.

By pressing the 'Submit' button below, you agree not to disclose any material non-public information concerning Nano Dimension or otherwise to the Proposing Shareholders (whether in your submission or otherwise) without the Proposing Shareholders prior written consent, and that the Proposing Shareholders are under no duty of confidentiality or otherwise with respect to any such information.

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