Desktop Metal — Proxy Contest (July 2023)
40 slides from Desktop Metal's proxy contest presentation, Jul 17, 2023
Slide 1: Protecting and maximizing value for all Stratasys shareholders
DAAAAAAAAAAA Protecting and maximizing value for all Stratasys shareholders = “auy 202 Wi — a $ stratasys
Slide 2: Disclaimer: Forward-Looking Statements
Disclaimer Forward-Looking Statements “This document contains forwardookng statements that involve risks, uncertainties and assumptions. Hf the risks or uncertainties ever materialize or the assumptions prove incorrect, the actual results of Stratasys id. and is consolidated subsiciavies("Stratasys"
Slide 3: Disclaimer: Important Additional Information
Disclaimer Important Additional Information In connection with the propased transaction. Stratasys fled with the SEC a registration statement on Form F-4 that includes ajoint proxy statement ofStratasys and Desktop Metal an that aso constitutes a praspectus of Stratasys. Each of Stratasys and Deskto
Slide 4: Agenda: Why object to Nano's partial tender offer?
1) Why object to Why vote for the Stratasys slate? Nano is unfit to run a large . industry-leading public company Nano’s partial tender offer? Agenda
Slide 5: Nano's partial tender means you may have as little as ~40% of your shares purchased
Nano’s partial tender means you may have as little as ~40% of your shares purchased Partial tender offer implies a value of ~$15 — $19 per share or less assuming full participation in offer; your SSYS remaining shares which could be Why object to Nano’s Nano has , has made and is offer? If the parti
Slide 6: Potential outcomes of Nano's partial tender offer
@ Nano’s partial tender means you may have as little as ~40% of your shares purchased POTENTIAL OUTCOMES OF NANO’S PARTIAL TENDER OFFER Successful Not successful - s - . y ‘Potentially every SSYS shareholder will tender 7 their shares in the mandatory 4-day extension window Shareholders retain their
Slide 7: Israeli tender offer case study - Giron Development and Construction
@ Nano’s partial tender means you may have as little as ~40% of your shares purchased (cont’d) ISRAELI TENDER OFFER CASE STUDY - GIRON DEVELOPMENT AND CONSTRUCTION LTD Before offer Giron traded at ~NIS 26 / share Partial tender offer ~NIS 29 / share for ~54% of Giron Shares Tender period ~63% of Gir
Slide 8: Shares in a Nano-controlled company may trade at a significant discount
© Shares in a Nano-controlled company may trade at a significant discount Nano does not understand SSYS business Nano does not have experience in operating a large-scale business Significant conflict of interest will exist, likely detrimental to SSYS and SSYS minority shareholders Nano could block a
Slide 9: Value of Nano's $24 partial tender is illusory
© Value of Nano’s $24 partial tender is illusory; If offer is accepted and assuming full participation, pro-rata price for SSYS shareholders is ~$15 — $19 or potentially less Nano Partial Tender Offer for 49% SSYS shares Illustrative pro-rata price’> 37%'2 of shares illustratively trade as ! ~40% of
Slide 10: Yoav Stern is unqualified for Stratasys' Board
© Yoav Stern is unqualified for Stratasys’ Board YOAV STERN'S PROFILE x History of poor corporate governance * Overseen destruction of hundreds of millions of dollars of shareholder value at Nano x Attempted to take 10% of Nano’s equity by a deceptive re-pricing of warrants below the cash value per
Slide 11: Nano's leadership team has destroyed shareholder value at an alarming rate
© Nano’s leadership team has destroyed shareholder value at an alarming rate UNDER YOAV STERN, NANO HAS BEEN TRADING AT A NEGATIVE ENTERPRISE VALUE' FOR THE LAST YEAR AND A HALF $M $1,600 $1,300 $1,000 $700 $400 $100 ($200) ($500) ($800) Mar-21 Jun-21 Oct-21 Jan-22 May-22 Aug-22 Dec-22 Mar-23 Jul-23
Slide 12: Mandatory 4-day window if partial tender is successful
O If the partial tender is successful, shareholders who did not participate will have a mandatory 4-day window to tender SSYS SHAREHOLDERS SHOULD NOT TENDER THEIR SHARES TODAY July 24, 2023 -——————_—_ Tender not accepted No Toe Alcoa Partial tender offeris @—| Successful? Fi lay mandatory window pen
Slide 13: Nano control may create conflict of interest blocking value maximizing transactions
© Nano controlling SSYS may create a significant conflict of interest that potentially could lead to Nano blocking value maximizing transactions at SSYS © On July 13, 3D Systems submitted proposal to acquire 100% of SSYS for $7.50 / share in cash and 1.5444 newly issued shares of 3D Systems common s
Slide 14: Board unanimously recommends not tendering shares into Nano's offer
SSYS’ Board unanimously recommends SSYS shareholders to NOT tender shares into the Nano partial tender offer Just to refrain from tendering is simply not enough! Not taking any action could lead to Nano acquiring a controlling interest in Stratasys Stratasys shareholders should take action to file a
Slide 15: Agenda: Why vote for the Stratasys slate?
Why object to Nano’s partial tender offer? Agenda Why vote for the Stratasys slate? Nano is unfit to run a large industry-leading public company 8
Slide 16: Why vote FOR Stratasys slate?
Why vote “FOR” Stratasys slate? Voting for Nano slate will enable Nano to take control of Stratasys without paying shareholders, irrespective of the partial tender offer Nano’s director candidates are not qualified Nano’s Board and CEO presided over serious corporate governance failings and purpose
Slide 17: Voting for Nano slate will enable Nano to take control without paying shareholders
© Voting for Nano slate will enable Nano to take control of Stratasys without paying shareholders, irrespective of the partial tender offer NEGATIVE IMPLICATIONS FOR A NANO-CONTROLLED BOARD OF DIRECTORS Giving away control of SSYS without paying shareholders “You didn’t get me to the point where I’m
Slide 18: Nano's slate is not independent and is controlled by Yoav Stern
© Nano’s slate is not independent and is controlled by Yoav Stern Zivi Nedivi President of Nano Hanan Gino CPO/ Strategic M&A of Nano Tomer Pinchas COO of Nano Yael Zeev Sandler Holtzman CFO of Nano Will blindly follow Yoav Stern or else their current Nano job will be at stake Replaced after ~1.5 ye
Slide 19: Nano's director candidates are not qualified
© Nano’s director candidates are not qualified Zeev a wok Goades | Weel Sencier Senior management at a $500M+ revenue company Generating profitable growth at Nano x x x x x x x Successful M&A strategy and integration at Nano x x x x BS x x ESG, industry standards and compliance x 2 2 2 x 64 x experi
Slide 20: Nano has disastrous governance policies
© Nano has disastrous governance policies Nano’s classified Board with 3-year terms limits the ability of shareholders to hold the Board accountable for performance Each of the most recent Nano shareholder meetings have been adjourned due to lack of quorum’ Nano does not disclose the voting results
Slide 21: SSYS Board has the right mix of experience and skills
© SSYS Board has the right mix of experience and skills‘ jominee Dov ofer | &: Scott John | zivaPatir | David Reis |. Michael vir seroussil Adina Shorr Crump McEleney choellhorn Senior management at a $500M+ revenue company Generating profitable vw Vv v v v v v growth Successful M&A ; vw v v v v v v
Slide 22: Board engages with multiple industry participants
© SSYS Board engages with multiple industry participants for the benefit of all SSYS shareholders VALUE ACCRETIVE TRANSACTION WITH DESKTOP METAL ENGAGEMENT WITH 3D SYSTEMS ®@ On May 25, SSYS announced merger agreement with © 3D Systems increased its initial unsolicited offer from Desktop Metal to cr
Slide 23: Vote FOR the re-election of the Stratasys Slate
Vote “FOR” the re-election of the Stratasys Slate at the Annual General Meeting on August 8 Vote only the WHITE proxy card “FOR” the re-election of the Stratasys Slate S. Scott Crump Dov Ofer David Reis Yair Seroussi . , Michael - John J. McEleney Ziva Patir Schoellhorn Adina Shorr For assistance vo
Slide 24: Agenda: Nano is unfit to run a large industry-leading public company
3] Why object to Nano’s partial Why vote for the Stratasys slate? Nano is unfit to run tender offer? A a large industry- leading public company Agenda 4
Slide 25: Nano's campaign is built on flawed assumptions
Nano’s campaign is built on flawed assumptions and a poor understanding of Stratasys The combination of Nano Dimension and Stratasys will Nano and SSYS have separate customers, a different GTM create significant synerg channels, diverse technologies, and no operational synergies The market for polym
Slide 26: Yoav Stern has repeatedly misrepresented facts
Yoav Stern has repeatedly misrepresented facts Nano} cussions with Stratasys regarding the offer and the as held constru he combination’ ‘ent members of the Stratasys where two or three (cu sy said the any) is We are anies. We're not investment companies. We're not going to inves take a partial stak
Slide 27: Questionable acquisitions written off immediately after closing
Yoav Stern led a series of questionable acquisitions that have been written off immediately after closing OVERVIEW OF NANO’S ACQUISITION AND IMPAIRMENT LOSSES ($M) ~$195' ~$181 Acquisitions since 2Q21 Cumulative impairment losses since 2Q21 ° essemiec. ( GIS|# MATEC Nano has a track record of taking
Slide 28: Yoav Stern's short tenure at Magal
Yoav Stern’s short tenure at Magal should serve as a cautionary tai YOAV STERN'S TENURE AT MAGAL SECURITY SYSTEMS Timeline of key events November 2008: [GPMAGAL appoints Yoav Stern as acting President February 2009: Yoav Stern is appointed acting President and CEO July 2009: The Chairman of the Boar
Slide 29: Nano Board and CEO presided over corporate governance failings
Nano Board and CEO presided over corporate governance failings Lagging performance Pay and performance misalignment Corporate governance failures / concerns Nano’s stock price has traded well below the cash value per share on its balance sheet for over a year, raising questions whether Nano’s Board
Slide 30: Legal legitimacy of Nano Dimension's campaign is questionable
Legal legitimacy of Nano Dimension’s entire campaign is questionable The March ‘23 Nano shareholder vote raises doubts if Nano’s Board has legitimate authority. Is this campaign designed to act as a distraction for Nano’s shareholders from Nano’s ongoing internal issues? + March 12, 2023: ISS, Glass
Slide 31: Nano's partial tender offer subject to uncertainty due to legal battles
Nano's partial tender offer, both in terms of timing and its ability to close, is subject to significant uncertainty due to its legal battles NANO’S PENDING LEGAL BATTLES On April 25, 2023, Nano filed a Statement of Claim to "We believe the Israeli courts will decide the legality of an Israeli court
Slide 32: Supporting Materials
Supporting Materials Agenda
Slide 33: SSYS shareholders may not see money for tendered shares for a long time
SSYS shareholders may not see money for tendered shares for a long time Nano’s conditions to its partial tender offer will not be satisfied by the July 24 Expiration Date To meet its CFIUS approval condition, the 1 i] 1 tender probably remains | Tender offer extension ' Jul-28 ' open until near the
Slide 34: SSYS Board is highly qualified with relevant sector experience
SSYS Board is highly qualified with relevant sector experience and expertise fe Pov Ofer ‘Age: 68 | Chairman ik Join J. Meeloney Age: 60 | Director ie David Reis ‘Age: 62 | Director ke Yair Seroussi Age: 67 | Director Chairman of the Board since May 2020, director since July 2017 Former CEO of Lumen
Slide 35: SSYS Board has overseen a multi-year transition to stronger growth
SSYS Board has overseen a multi-year transition to stronger growth The Board has the right skills and experience to support and guide management FOCUS AREAS BOARD OVERSIGHT 0 2021 2022 2023 58818102109 10.0 —_—$_____—— VY Transformation nearing Corporate Strategy va corporate plan and budget 20001 c
Slide 36: Stratasys actively engages with shareholders and incorporates input
Stratasys actively engages with shareholders and incorporates input ROBUST ENGAGEMENT PROGRAM KEY STATISTICS OF ENGAGEMENT Management engages directly with shareholders We engage with investors, stewardship committees, and proxy advisory firms to listen to their views on our business and corporate g
Slide 37: Directors are compensated in line with market standards
Stratasys’ Directors are compensated in line with market standards and their incentives are aligned with shareholders COMMENTARY reholders Cash 30% Equity-based than half of th 70% ‘Based on compensation in 20-F fling on 03/03/2023; excludes retainer fees paid for chair and committee responsibilitie
Slide 38: SSYS board has taken the right measures to protect its shareholders
SSYS board has taken the right measures to protect its shareholders SSYS $ PER SHARE @ Denied Nano to buy shares from SSYS. Implemented Rights shareholders at discounted prices Plan on July 27, 2022 @ Forced Nano to raise its Partial Tender SSYS Board actions have prompted Nano to raise its Partial
Slide 39: Illustrative pro-rata share price assuming full participation in Nano's partial tender offer
Illustrative pro-rata share price assuming full participation in Nano’s partial tender offer ASSUMPTIONS: @ Shares acquired by Nano via partial tender offer (“TO”): 25.3M @ Nano partial tender offer price: $24.00 per share @ Remaining shares not purchased by Nano: 33.6M' APPLYING NANO TRADING DISCOU
Slide 40: Thank You
s stratasys Thank You