Nano Dimension Ltd · NASDAQ:NNDM

Nano Dimension — Proxy Contest (November 2024)

32 slides from Nano Dimension's proxy contest presentation, Nov 12, 2024

Slide 1: Support Nano Dimension's Disciplined and Focused Value Creation Strategy
Support Nano Dimension’s Disciplined and Focused Value Creation Strategy to Drive Future Upside for ALL Shareholders November 2024
Slide 2: Forward-Looking Statements and Other Disclaimers
Forward - Looking Statements and Other Disclaimers ©2024 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 2 Forward - Looking Statements This document contains forward - looking statements within the meaning of the Private Securities L
Slide 4: Nano Delivered on Promises Made to Shareholders. Murchinson Still Offers No Strategy
Executive Summary Nano Delivered on Promises Made to Shareholders. Murchinson Still Offers No Strategy or Business Plan PROMISES MADE. PROMISES DELIVERED. • Realization of a focused M&A strategy that has achieved scale with notable synergies and a clear path to profitability, all with a disciplined
Slide 5: Accomplished Board of eight highly qualified individuals
• Accomplished Board consists of eight highly qualified individuals – seven of whom are independent – with diverse skills that align with and support our focus on good governance and realizing our growth and transformation. • Directors targeted by Murchinson, CEO Yoav Stern and General (Ret.) Michae
Slide 7: Nano Dimension Has Outperformed its Peers Consistently Amid Industry Downturn
(18.4%) (32.7%) (86.6%) (65.4%) Nano Dimension Has Outperformed its Peers Consistently Amid Industry Downturn Source: CapIQ as of 10/31/2024: Note: ISS Peer Set consists of 3D Systems, Stratasys, Desktop Metal, Markforged, Prodways Group, Shapeways, Velo3D, Voxeljet. Peer Index is Market Cap weighte
Slide 8: Commitment to Scale Through Incremental Disciplined Acquisitions
We Have Demonstrated Our Commitment to Scale Through Incremental Disciplined Acquisitions With Successful Integration, Executing on “Buy And Build” Platform Model in the Nascent Space Building A Leading Digital Industrial Platform Note: (1) Desktop Metal and Markforged acquisitions are expected to c
Slide 9: Improved Business Performance
Improved Business Performance Unwavering Focus on Operational Excellence has Enabled us to Deliver Strong Organic Growth and Meaningful Efficiencies that are Propelling our Drive Towards Profitability 29% Organic revenue growth (FY 2023 vs. FY2022) 1300bps Gross margin improvement from 2022 to 2023
Slide 10: Flexible Capital Allocation Framework Focused on Driving Value Creation
Flexible Capital Allocation Framework Focused on Driving Value Creation Through M&A and Capital Return Balancing Opportunities to Invest in Organic Growth and Transformative M&A with Returning Capital to Shareholders Through Share Repurchase Programs Over $160M in share buybacks executed since Augus
Slide 11: Executing On Our Value Creation Strategy
We Are Executing On Our Value Creation Strategy By Growing Nano Dimension Into A Leading Player In The Digital Manufacturing Space ©2024 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 11
Slide 12: Tracing The Development of Nano Dimension
Tracing The Development of Nano Dimension Nano Dimension Began with a Single 3D Printing Product… 1) Average revenue for the two - years full years pre - COVID (2018 to 2019). ©2024 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 12 ~
Slide 13: A Snapshot of Today
A Snapshot of Today …We Have Now Built, Developed and Acquired a Full Suite of Digital Manufacturing Solutions Note: Data is Inclusive of Desktop Metal and Markforged acquisitions. 1) Predicted post - closing of Desktop Metal and Markforged transactions revenue, based on 2023 results. Combined Custo
Slide 14: Strong Secular Tailwinds in High Growth Industries
Strong Secular Tailwinds in High Growth Industries Portfolio of Digital Manufacturing Products Aligned with Growth Engines 1) IDTechEx - 2022 - 2032 printed electronics; Hubs 3D Printing Trend Report 2023; ResearchAndMarkets 3D Printing Market 2022 - 2030 2) 2023 Precedence Research; Globe Newswire
Slide 15: Our Strategy Has Positioned Nano As A Digital Manufacturing Leader
Our Strategy Has Positioned Nano As A Digital Manufacturing Leader ©2024 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 15
Slide 16: Disciplined M&A Strategy Set to Drive Value
0.0x Sep - 21 5.0x 10.0x 15.0x 20.0x 25.0x 30.0x 35.0x 40.0x Jan - 22 May - 22 Sep - 22 Jan - 23 May - 23 Sep - 23 Jan - 24 May - 24 Sep - 24 Source: Management, FactSet, press releases, and public filings. 1) Assumes the average of maximum expected total consideration of $183m and minimum total con
Slide 17: Disciplined M&A Strategy Plans to be EBITDA Positive by Q4'26
Disciplined M&A Strategy Plans to be EBITDA Positive by Q4’26 are Well Underway Growth Margins Operational Improvement Synergies • 8 acquisitions announced since commencing M&A Program • Combined company will have $340mm in revenue based on 2023 1 Combine Organic and M&A growth to Achieve Economies
Slide 18: A New Standing as an Industry Leader
$35M $77M $80M $2M $3M $1M A New Standing as an Industry Leader Nano Dimension's Acquisitions of Desktop Metal and Markforged Cements Its Position as an Industry Leader = + + New Old 1) Pro Forma revenue build calculated using 2023A figures, per public filings. 2) 2023A peer revenue figures per year
Slide 19: Established a Leading Force in Industry 4.0 and Digital Manufacturing
Established a Leading Force in Industry 4.0 and Digital Manufacturing AM Leader With Enhanced Size, Scale and Diversification Accelerating Industry Transition to Mass Production Deepening Exposure in Key End Markets, While Enhancing Market Penetration and Diversifying Customer Base Developing Premiu
Slide 20: Highly Qualified, Independent Board Overseeing Execution Of Focused Strategy
Highly Qualified, Independent Board Overseeing Execution Of Focused Strategy To Drive Future Value Creation ©2024 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 20
Slide 21: Enhanced Corporate Governance in Response to Shareholder Feedback
Enhanced Corporate Governance in Response to Shareholder Feedback Enhancements Independent, Focused and Accomplished Board Reduced the size of the Board Separated the Chairman and CEO roles Continued efforts to refresh the Board 8 highly qualified directors ©2024 Nano Dimension. All Rights Reserved.
Slide 22: Directors Collectively Represent the Right Skills
Nano’s Directors Collectively Represent the Right Skills to Oversee the Next Phase of Company’s Strategy 2 6 4 5 5 3 4 4 3 Public Company Executive Global Business Experience Public Company Director Industrial Technology Experience Development & Scaling Experience End Market Experience M&A Investmen
Slide 23: 88% of the Nano Board Were Added in the Past Five Years
88% of the Nano Board Were Added in the Past Five Years; All Directors Have Skills That Support Our Growth Strategy and Objectives That Are Aligned With Shareholders’ Interests Highly Experienced, Refreshed Board Overseeing Transformative Strategy to Drive Value Creation for All Shareholders Ron Ela
Slide 24: Two Directors Targeted by Murchinson Are Critical to Oversight of Strategy
Executed eight M&A transactions, including two proposed transformational acquisitions. Driven meaningful operational efficiencies while delivering strong organic revenue growth. Implemented significant governance enhancements. Two Nano Directors Being Targeted by Murchinson Are Critical to the Board
Slide 25: CEO Compensation Is Aligned with Performance
CEO Compensation Is Aligned with Performance Our Compensation Plan Is to Ensure Compensation Aligns Executive Interests with Shareholders ©2024 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 25 • ~90% of CEO’s annual target compensat
Slide 26: Bad Actors Seek To Paralyze The Company
Bad Actors Seek To Paralyze The Company And Disrupt Our Transformation and Growth With The Ultimate Goal of Liquidating the Business. ©2024 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 26
Slide 27: Murchinson's Proposals Are Blatant Effort to Freeze Nano in Place
Murchinson's Proposals Are Blatant Effort to Freeze Nano in Place Despite Multiple Years Spent Pursuing Nano, the Fund STILL Has Yet to Create the Most Basic of Plans for Value Creation, Providing NO Insight Into the Business and NO Executable Ideas Unqualified Director Nominees Murchinson nominees
Slide 28: Murchinson Attempting to Derail Nano's Strategy with Unqualified Candidates
Despite Shareholders’ Clear Rebuke Last Year, Murchinson is Once Again Attempting to Derail Nano’s Strategy by Nominating Unqualified Candidates Nominees have NO additive skills, NO strategic plan, and NO independence from Murchinson: Murchinson’s Unqualified Nominees Ofir Baharav • Prior Chairman o
Slide 29: Murchinson's Irrational Claims
Murchinson's Irrational Claims Murchinson Claim Murchinson is a bad actor who continues to pursue control of the company and is solely motivated by the pursuit of near - term profit at the expense of other shareholders • Current campaign is a continuation of past bad behavior with the ultimate goal
Slide 30: Protect Your Investment! Vote FOR our Board and Proposals!
Protect Your Investment! Vote FOR our Board and Proposals! EXECUTING A FOCUSED VALUE CREATION STRATEGY PROMISES MADE. PROMISES DELIVERED. MURCHINSON HAS NO STRATEGY AND SEEKS TO DEPRIVE SHAREHOLDERS OF LONG - TERM VALUE CREATION OPPORTUNITY NANO'S LEADERSHIP AND BOARD OF DIRECTORS DRIVING OUR PROGRE
Slide 31: VOTE FOR all of Nano's Proposals
VOTE “FOR” all of Nano’s Proposals AGM to be Held Friday, December 6th, 2024 with Voting Cut - Off Sunday, December 1st, 2024 at 11:59 p.m. ET Your vote is important. Voting is easy – you can use any of the methods by following the instructions on your voting instruction form: ELECTRONIC Locate the
Slide 32: Nano Dimension
NANODIMENSION Electrifying Additive Manufacturing®

Nano Dimension — Proxy Contest (November 2024) on 6ix

Nano Dimension — Proxy Contest (November 2024)

Slide 1: Support Nano Dimension's Disciplined and Focused Value Creation Strategy

Slide 2: Forward-Looking Statements and Other Disclaimers

Slide 3: Executive Summary

Slide 4: Nano Delivered on Promises Made to Shareholders. Murchinson Still Offers No Strategy

Slide 5: Accomplished Board of eight highly qualified individuals

Slide 6: Promises Made. Promises Delivered.

Slide 7: Nano Dimension Has Outperformed its Peers Consistently Amid Industry Downturn

Slide 8: Commitment to Scale Through Incremental Disciplined Acquisitions

Slide 9: Improved Business Performance

Slide 10: Flexible Capital Allocation Framework Focused on Driving Value Creation

Slide 11: Executing On Our Value Creation Strategy

Slide 12: Tracing The Development of Nano Dimension

Slide 13: A Snapshot of Today

Slide 14: Strong Secular Tailwinds in High Growth Industries

Slide 15: Our Strategy Has Positioned Nano As A Digital Manufacturing Leader

Slide 16: Disciplined M&A Strategy Set to Drive Value

Slide 17: Disciplined M&A Strategy Plans to be EBITDA Positive by Q4'26

Slide 18: A New Standing as an Industry Leader

Slide 19: Established a Leading Force in Industry 4.0 and Digital Manufacturing

Slide 20: Highly Qualified, Independent Board Overseeing Execution Of Focused Strategy

Slide 21: Enhanced Corporate Governance in Response to Shareholder Feedback

Slide 22: Directors Collectively Represent the Right Skills

Slide 23: 88% of the Nano Board Were Added in the Past Five Years

Slide 24: Two Directors Targeted by Murchinson Are Critical to Oversight of Strategy

Slide 25: CEO Compensation Is Aligned with Performance

Slide 26: Bad Actors Seek To Paralyze The Company

Slide 27: Murchinson's Proposals Are Blatant Effort to Freeze Nano in Place

Slide 28: Murchinson Attempting to Derail Nano's Strategy with Unqualified Candidates

Slide 29: Murchinson's Irrational Claims

Slide 30: Protect Your Investment! Vote FOR our Board and Proposals!

Slide 31: VOTE FOR all of Nano's Proposals

Slide 32: Nano Dimension