Nano Dimension Ltd · NASDAQ:NNDM
Nano Dimension — Proxy Contest (July 2026)
51 slides from Nano Dimension's proxy contest presentation, Jul 16, 2026
Slide 1: Return Nano Dimension to its Shareholders
Return Nano Dimension to its Shareholders Prepared by Murchinson July 2026
Slide 2: Disclaimer
Disclaimer The materials contained herein (the “Materials”) represent the opinions of Murchinson Ltd. (collectively with its affiliates and funds it advises and/or sub-advises, “Murchinson”) and are based on publicly available information with respect to Nano Dimension Ltd. (“Nano”, “Nano Dimension”
Slide 3: Voting Mechanics
Voting Mechanics June 2026 July 2026 S M T W T F S S M T W T F S 1 2 3 4 5 6 1 2 3 4 7 8 9 10 11 12 13 5 6 7 8 9 10 11 14 15 16 17 18 19 20 12 13 14 15 16 17 18 21 22 23 24 25 26 27 19 20 21 22 23 24 25 28 29 30 26 27 28 29 30 31 Record Date ADS Voting Deadline Murchinson Presentation Released Extra
Slide 4: Table of Contents
Table of Contents I Executive Summary 5 II Case for Shareholder Control 12 III Lessons from Prior Contests 28 IV Murchinson’s Solution 32 V Conclusion 41 VI Appendix 46 4
Slide 5: I. Executive Summary
@) MURCHINSON |. Executive Summary
Slide 6: Executive Summary: Nano Shareholders Face a Clear Choice
Executive Summary: Nano Shareholders Face a Clear Choice Board’s Vision Murchinson’s Vision Vote type Non-binding, advisory only – unenforceable Binding changes to the Company’s Articles The Board – free to continue destroying shareholder Who decides after the vote Shareholders – the outcome is enfo
Slide 7: About Murchinson
About Murchinson Murchinson beneficially owns ~9.0% of Nano's outstanding shares and has a multi-year history advocating for accountability at Nano. ¾ Founded in 2012 and based in Toronto, Canada, Murchinson is an alternative asset advisor that serves institutional investors, family offices and qual
Slide 8: Murchinson's Vote Recommendation
Murchinson’s Vote Recommendation ¾ Proposal 1 – Continue the current strategic alternatives process (Board’s proposal) Non-binding advisory vote on whether to continue the Board's strategic alternatives review, including any transaction it approves. ¾ Proposal 2 – Annual director elections Eliminate
Slide 9: Proposal 1: The Board Is Asking for a Blank Check
Proposal 1: The Board Is Asking for a Blank Check Running out the clock instead of running a strategic review process ¾ In April 2026, seven months after initiating its review of strategic alternatives, Nano announced the sale of its additively manufactured electronics (“AME”) product line and its p
Slide 10: Proposal 1: The Board Is Asking for a Blank Check (cont'd)
Proposal 1: The Board Is Asking for a Blank Check (cont’d) Recent examples confirm our belief that Nano’s Board and management cannot be trusted to make transaction decisions in the best interests of all shareholders. AME Sale Highlights Nano Management’s Flawed Strategy Markforged Was Purchased… an
Slide 11: Change Cannot Wait
Change Cannot Wait We believe the status quo does not justify giving the Board more time – especially in light of the Board’s decision to ignore significant opposition from shareholders and push on with the flawed Infinite Epigenetics transaction. Value Strategic Decisions Without Weak Accountabilit
Slide 12: II. The Case for Returning Control to Shareholders
II. The Case for Returning Control to Shareholders
Slide 13: Shareholder Rights Have Been the Central Issue for Years
Shareholder Rights Have Been the Central Issue for Years March 2023 EGM September 2023 AGM December 2024 AGM Shareholders Seek Change Murchinson Pushes Again Murchinson Persists Murchinson launches campaign to remove At Nano's regularly scheduled AGM, with litigation still Murchinson nominates two d
Slide 14: Parallels with the Stern-Led Board, and Lack of Progress
Parallels with the Stern-Led Board, and Lack of Progress, Underscore Why This Board Cannot Be Trusted to Police Itself Stern-Led Board Current Board Stock trades at a discount to cash Value-destructive transaction Lack of transparency in financial reporting Staggered Board Appointing friends and ass
Slide 15: Discount to Cash Continues
Discount to Cash Continues ¾ The discount to cash that led Murchinson to act in the first place persists, confirming that further change is needed. ¾ Despite marginal improvement since Murchinson began engaging with Nano, the Company today still trades at a 30% discount to the sum of its cash and ca
Slide 16: Major Transactions Should Not Bypass Shareholders
Major Transactions Should Not Bypass Shareholders ¾ Nano’s track record of sanctioning underwhelming M&A and failing to integrate them highlights why it should be required to secure buy-in from shareholders before incurring the expense of transacting: • Nano has spent hundreds of millions of dollars
Slide 17: Looming Value-Destructive Infinite Epigenetics Transaction
Looming Value-Destructive Infinite Epigenetics Transaction ¾ In June 2026, the current Board announced a planned ~$890 million reverse merger with Infinite Epigenetics, which would trade all of Nano’s cash for a bet on AI-powered health and diagnostics – a business that NNDM shareholders did not cho
Slide 18: Infinite Epigenetics Deal Shows Guardrails Are Needed
Infinite Epigenetics Deal Shows Guardrails Are Needed ¾ The Board’s willingness to move forward with the Infinite Epigenetics transaction, despite common sense and the negative market reaction, confirms that amending Nano’s governance to require shareholder approval of any major transaction is neede
Slide 19: A Classified Board Delays Accountability
A Classified Board Delays Accountability ¾ At Nano, directors are elected in phases “[T]he board is recommending that shareholders vote against and serve for three consecutive years, the dissident's proposal to declassify. The decision to contest preventing full Board turnover in a single such an im
Slide 20: Poison Pills Are Shareholder-Unfriendly Policies
Poison Pills Are Shareholder-Unfriendly Policies 2026 U.S. Proxy Voting Guidelines 2026 U.S. Proxy Voting Guidelines Best practices: poison pills should be subject to shareholder approval to ensure that the Board does not unilaterally weaponize them to insulate itself from accountability. 20
Slide 21: The Board Continues to Appoint Apparent Friends & Associates
The Board Continues to Appoint Apparent Friends & Associates Chairman Pons has a pre-existing relationship with Nano CEO Stehlin and fellow Nano director Andrew Sriubas. Chairman Bob Pons CEO David Stehlin • Served on MRV Communications, Inc.’s (“MRV”) • Began working at MRV in 2011 and left as CEO
Slide 22: Directors Seem to Treat their Roles Like a Social Club
Directors Seem to Treat their Roles Like a Social Club as Opposed to a Fiduciary Responsibility to Shareholders Just like the Stern Board, current Board members have threatened to quit if shareholders vote for changes to the Board’s composition. Stern Board Current Board “[T]he Company’s Chief Execu
Slide 23: The Board Has Excessively Compensated Mr. Stehlin Despite Terrible Performance
The Board Has Excessively Compensated Mr. Stehlin Despite Terrible Performance Why do Nano shareholders need to pay CEO Stehlin $1.6 million per year to destroy value? Nano’s TSR Since Mr. Stehlin Joined Has Been Negative and Lagged the Broader Market 80.0% May 27, 2026: Nano announces 60.0% sale of
Slide 24: Why the Targeted Directors Must Be Removed
Why the Targeted Directors Must Be Removed The removal of Messrs. Pons, Rosensweig and Stehlin is a necessary step to enforce accountability and enable a governance reset at Nano. u Oversaw the disastrous Desktop Metal/Markforged transactions. Both acquisitions closed in April 2025 while Messrs. Pon
Slide 25: Why Chairman Bob Pons Must Be Removed
Why Chairman Bob Pons Must Be Removed ¾ Mr. Pons is not independent of management. ¾ Mr. Pons served on the board of directors of MRV alongside current Mr. Stehlin (who was MRV’s CEO and President). Shortly after his appointment to Nano’s Board, Mr. Pons appointed Mr. Stehlin to the Chairman Bob Pon
Slide 26: Why Director Joshua Rosensweig Must Be Removed
Why Director Joshua Rosensweig Must Be Removed ¾ Mr. Rosensweig has served on the Board while value-destructive decisions were made: • Lost legal battle and was forced to complete acquisition of Desktop Metal. Joshua Rosensweig • Was a Board observer when the disastrous Desktop Metal and Markforged
Slide 27: Why Director David Stehlin Must Be Removed
Why Director David Stehlin Must Be Removed ¾ As CEO, Stehlin was paid over $1.6 million for four months in 2025 to manage legacy business units whose revenue is so small the Company feels it does not need to be disclosed by unit. • Mr. Stehlin has regularly sold stock – including as recently as July
Slide 28: III. Lessons from Prior Contests
III. Lessons from Prior Contests
Slide 29: The March 2023 Lesson: Change is needed when valuation, performance, and governance indicate urgency
The March 2023 Lesson: Change is needed when valuation, performance, and governance indicate urgency Negative Enterprise Nano traded at a significant discount to cash value. The persistent valuation gap reflected investor Value / Cash Discount concerns regarding capital allocation, strategy and gove
Slide 30: The 2023 EGM Lesson: Shareholders Expect a Plan
The 2023 EGM Lesson: Shareholders Expect a Plan ¾ In March 2023, shareholders concluded that persistent corporate governance issues, poor capital allocation and share price underperformance warranted meaningful Board change. ¾ Shareholders approved Murchinson's proposals, which ultimately resulted i
Slide 31: Consequences if Shareholders Vote for the Board's Strategic Review Continuance Proposal
Consequences if Shareholders Vote for the Board’s Strategic Review Continuance Proposal OR Reject Murchinson’s Proposals Both equity value and liquid assets have declined substantially over the long term, and the Board has failed to improve the share price since the December 2025 AGM, supporting the
Slide 32: IV. Murchinson's Solution
@) MURCHINSON IV. Murchinson’s Solution
Slide 33: Murchinson's Six Pillar Plan
Murchinson’s Six Pillar Plan 1 2 3 Realistic Approach to Revise Committee Governance Reset Strategic Structure to Improve Alternatives Decision-Making 4 5 6 Capital Allocation Board Majority Disclosure Cadence Policy Accountability Murchinson's 2026 plan meets the control-case standard. 33
Slide 34: The First 100 Days After the EGM
The First 100 Days After the EGM Board Formation Governance Reset Address Investors Days 0-30 Days 31-60 Days 61-100 Seat Nominees Publish Board Priorities Refresh Disclosure Appoint and onboard the newly Communicate the Board’s policies Update the disclosure materials elected nominees; add and stra
Slide 35: A Real Strategic Alternatives Framework
A Real Strategic Alternatives Framework After months of review while the discount to cash persists and residual value is in jeopardy, the Board’s highest priority should be eliminating operating risk and maximizing shareholders’ return, not continuing to search for an illusory windfall Firm Independ
Slide 36: A Disciplined Major-Transaction Policy
A Disciplined Major-Transaction Policy Major transactions should be scrutinized and approved by shareholders to ensure they are in shareholders’ best interests. Transparency Disclose how deals are evaluated Shareholder Sign-Off Get shareholder buy-in earlier in the process, before termination fees a
Slide 37: A Capital Allocation Policy Shareholders Can Understand
A Capital Allocation Policy Shareholders Can Understand Preserve Optionality Manage Expenses to Preserve Cash Return Excess Capital When Appropriate Disclose Milestones Provide Transaction Rationale 37
Slide 38: Anything Short of a Majority Risks More of the Same
Anything Short of a Majority Risks More of the Same The core issues at hand – rights plans, strategic alternatives, major transactions and Board appointments – are decided by Board vote. A majority is required to ensure proper oversight. • Rights plans: Adopted by Board resolution alone. A 2-of-5 mi
Slide 39: Murchinson's Nominees Are Independent of Nano Management
Murchinson's Nominees Are Independent of Nano Management Our nominees are positioned to restore independence from management influence as well as shareholder accountability. Moshe Rozenbaum Unlike the current Board, Murchinson: Independent of Nano Management Previously served as VP of Corporate Deve
Slide 40: Our Highly Experienced Nominees
Our Highly Experienced Nominees Murchinson has nominated three highly experienced and independent director nominees for the extraordinary meeting Moshe Rozenbaum Eliezer Eli Tarlow Pinchos (Paul) Fruchthandler Brings years of strategic business leadership Brings a customer-side perspective on enterp
Slide 41: V. Conclusion
@) MURCHINSON V. Conclusion
Slide 42: The Nominees' Objectives
The Nominees’ Objectives Install Protect Strategic Stop Improve Disclosure Accountability Shareholder Alternatives Work Entrenchment and Market Approval Rights to Date Confidence Remove the staggered Provide shareholders Prior transactions have Remove governance Create clear Board structure so that
Slide 43: Questions for Nano's Board
Questions for Nano's Board Why should a non-binding vote be enough? Why should major transactions avoid shareholder approval? Why should shareholders trust this Board to supervise strategic alternatives? Why should shareholders believe Infinite Epigenetics is different from the disastrous Desktop Me
Slide 44: The Shareholder Value Case for Voting GOLD
The Shareholder Value Case for Voting GOLD The GOLD Card Restores Accountability and The WHITE Card Leaves Discretions With a Board Protects Shareholder Rights Shareholders Cannot Trust 9 Binding shareholder approval required before the × A non-binding, advisory-only vote the Board can Board can ado
Slide 45: Vote the GOLD Proxy Card to Restore Shareholder Control
Vote the GOLD Proxy Card to Restore Shareholder Control NO ¾ Proposal 1 – Continue the current strategic alternatives process (Board’s proposal) YES ¾ Proposal 2 – Annual director elections YES ¾ Proposal 3 – Shareholder approval for poison pills YES ¾ Proposal 4 – Shareholder approval for significa
Slide 46: VI. Appendix
@) MURCHINSON VI. Appendix
Slide 47: Proposal Summary
Proposal Summary Murchinson Recommendation Proposals About No 1: To approve on a non-binding advisory basis a resolution regarding the Non-binding advisory vote on whether to continue the continuation of the Company’s strategic alternatives review process Board's strategic alternatives review, inclu
Slide 48: Moshe Rozenbaum
Moshe Rozenbaum Moshe Rozenbaum brings years of strategic business leadership experience with deep expertise in financial markets, capital raising, corporate development and public company director experience. 9 Previously served as the VP of Corporate Development at Nano Dimension (Nasdaq: NNDM) fr
Slide 49: Eliezer Eli Tarlow
Eliezer Eli Tarlow Eliezer Eli Tarlow brings years of experience on the customer side of enterprise technology purchasing decisions, giving him a practical understanding of how large institutions evaluate, adopt and derive value from complex technology systems. 9 Currently serves as Director of Heal
Slide 50: Pinchos (Paul) Fruchthandler
Pinchos (Paul) Fruchthandler Pinchos (Paul) Fruchthandler brings decades of experience evaluating investment alternatives, assessing potential risk and leading deal-making. 9 More than 25 years of experience in the U.S. real estate investment and development space 9 Evaluated PE and venture capital
Slide 51: ) MURCHINSON
as é ) MURCHINSON a vine