Desktop Metal — Proxy Contest (July 2023)
60 slides from Desktop Metal's proxy contest presentation, Jul 19, 2023
Slide 1: Positioned to deliver outsized and enduring shareholder value
DSSSSSSSSSSSSSSSSS Positioned to deliver outsized and enduring shareholder value .., [auey 2023 $ stratasys
Slide 2: Forward-looking statements
Forward-looking statements ‘This document contains forvardlooking statements thal ivolve sks, uncertainties and assumptions. Itherisks cr uncerantes ever materialize cr the assumptons prove core the actual resus of Stalasys Lid and its consosdsted subsidies (‘Statasys") may dfermateraly from those e
Slide 3: No Offer or Solicitation
No Offer or Solicitation ‘This communication isnt irterced to and shal not conttute an offer to buy o sel rhe soistation of an ofe fo buy osellany secures, or a slctation of any vote or here be any sale of {soutien any uresictionn which euch ofl, saletaton or sale wou be ulawfl prio regtaton or quai
Slide 4: Participants in the Solicitation
Participants in the Solicitation “sratasys, Desktop Metal and certain of he respecte rectors and executive otcers may be deemed tobe partipans in the sotaton of ponies in respect he proposed ransaton Information abou the rectors and exccuive offers of Sralsys, clung a descipton of he dec or indectnr
Slide 5: Stratasys is positioned to deliver outsized and enduring shareholder value
Stratasys is positioned to deliver outsized and enduring shareholder value Stratasys has the winning growth strategy Innovative, resilient and highly scalable business model with industry leading GTM strategy positions Stratasys for sustained, profitable growth Combination with Desktop Metal creates
Slide 6: Stratasys is well positioned to create value
Stratasys is well positioned to create value in the near, mid and long-term 4] Stratasys has the winning growth strategy + Aleading polymer 3D Printing provider addressing every stage of the product life cycle + Only profitablet pure-play 3D Printing company + Business is currently undervalued, movi
Slide 7: Stratasys announced agreement to combine with Desktop Metal
(On May 25, 2023, Stratasys (Nasdaq: SSYS) announced that it has entered into a definitive agreement to combine with Desktop Metal (NYSE: DM) in a ~$1.8B all-stock transaction expected to close in Q4 2023 Merger creates a next-generation Additive Manufacturing ("AM") company delivering industrial po
Slide 8: Stratasys has strong governance practices and a purpose-built Board
Stratasys has strong governance practices and a purpose-built Board «Board brings the right operational leadership and technical expertise, M&A experience, diverse and unique insights into industry relationships, and ESG best practices to drive Stratasys’ growth Stratasys directors receive ~70% thei
Slide 9: Nano's campaign is value destructive for Stratasys shareholders
Nano’s campaign is value destructive for Stratasys shareholders + Nano's revised partial tender offer substantially undervalues Stratasys, and its nominations are simply part of its highly opportunistic and self-interested campaign to acquire control of Stratasys + Shareholders overwhelmingly reject
Slide 10: Agenda
@ 2 Stratasys has the Combination with winning growth Desktop Metal creates strategy aleading high growth Additive Manufacturing company Agenda Stratasys has strong governance practices and a purpose-built Board Nano’s campaign is value destructive for Stratasys shareholders
Slide 11: Stratasys at-a-glance
Stratasys at-a-glance FIRST CHOICE POLYMER 3D PRINTING PROVIDER MULTIPLE TECHNOLOGIES & COMPLETE SOLUTIONS FOR SUPERIOR APPLICATION FIT CUSTOMERS ARE LEADERS IN MANUFACTURING, HEALTHCARE AND CONSUMER INDUSTRIES 2,200+1 Patents supporting industry leading postion $637M2 $288M5 North Star strategy Be
Slide 12: Key highlights of Stratasys' market position
Key highlights of Stratasys’ market position © Stratasys is moving to stronger and more profitable growth © Successfully executing against its 2020 reframed “North Star’ strategy © Stratasys is a leader in innovation. Innovation can be seen in its expansion into new technologies, verticals and innov
Slide 13: Stratasys is well-positioned to generate significant value for shareholders
Stratasys is well-positioned to generate significant value for shareholders in the near- to mid-term TRADING AT SIGNIFICANT DISCOUNT TO PEERS... COMPANY IS AT AN INFLECTION POINT 2023 EV/Revenue + Embarked on a multi-year transformation that is nearing completion: Yoav Zeif appointed as CEO in Febru
Slide 14: Board and management team are overseeing and successfully executing against strategy
Board and management team are overseeing and successfully executing against strategy REFRAMED STRATEGY ONGOING EXECUTION EXECUTION UPDATE Defend the Core Business Broaden solution offering Revenues from Polyjet and FDM are no longer declining + Furthering leadership in multiple technologies Only 30
Slide 15: Board and management team executing against strategy (cont'd)
Board and management team are overseeing and successfully executing against strategy (cont’d) 5008 Tove commenced ——> Conpietes REFRAMED STRATEGY ONGOING EXECUTION EXECUTION UPDATE Materials Ecosystem Industry 4.0 Software Develop end-to-end Manufacturing Solutions (Use-Cases) Evolve our Go-To- Mark
Slide 16: Five key growth drivers, a competitive advantage in polymer 3D manufacturing
With five key growth drivers, we developed a competitive advantage to be a leader in polymer 3D manufacturing Stratasys’ key growth drivers: hardware / materials / software / services / use-cases Broadest portfolio of innovative hardware Five best-in-class technologies for solving customer needs acr
Slide 17: Multi-industry exposure and unparalleled market access
Multi-industry exposure and unparalleled market access supported by our unique Go-To-Market strategy Aerospace Includes aviation, space flight and defense technologies, from producing flight-worthy parts for interior cabins to other end-use parts for aircraft Automotive Includes 3D printed jigs and
Slide 18: Our strategy is working and we are profitable today
Our strategy is working and we are profitable today; Significant ongoing progress towards becoming a $1B revenue company KEY HIGHLIGHTS SUPPORTING OUR OUTLOOK (OUR MID-TERM STANDALONE PLAN IS STRONG 2026 Outlook Revenue $1B+ Sustainable long-term growth ~15%-20% Gross margin 50%+ Operating income ma
Slide 19: Stratasys has delivered strong TSR since listing
Stratasys has delivered strong TSR since listing despite challenging industry environment and ongoing transformation UNAFFECTED TSR SINCE STRATASYS BEGAN TRADING! 2 YEAR UNAFFECTED TSR SF stratasys ay apsystems na na SFstratasys 4 30 systems 3D Printing ‘companies SMorkforged Median®
Slide 20: Stratasys' unique profile positions it to be a leader
Stratasys’ unique profile positions it to be a leader in the additive manufacturing sector KEY STRENGTHS. With successful execution of our reframed strategy, we are well positioned to be a leader in the industry Solid foundation with strong track record of accelerating innovation via acquisitions La
Slide 21: Stratasys' highly experienced team is successfully executing strategy
Stratasys’ highly experienced team is successfully executing strategy » & ® © Dr. Yoav Zeif Eitan Zamir Christian Alvarez Yossi Azarzar Vered Ben Jacob EO cro Cher Revenue Ofcer + soning cate: 2020 + soning eat: 2019 + doling dat: 2022 + Johing date: 2020 + Jobing dte:2013 + Phin nteatona Economies
Slide 22: Agenda
Stratasys has the Combination with winning growth strategy Desktop Metal creates a leading high growth Additive Manufacturing company Agenda Stratasys has strong governance practices and a purpose-built Board Nano’s campaign is value destructive for Stratasys shareholders
Slide 23: Combination with Desktop Metal will accelerate growth
Recently announced Combination with Desktop Metal will accelerate growth and deliver significant value for shareholders Combining the best metal innovation company with the best Go-To-Market company to create an AM powerhouse @ stratasys’ mission to lead AM into mass production will be accelerated b
Slide 24: Creating an at-scale growth AM company
Creating an at-scale growth AM company SFstratasys + Whd, Deropdera REVENUES: Ill S5VSSTANDALONE DM STANDALONE BASE CASE ($M) DOWNSIDE CASE ($M) REVENUE SYNERGIES 1 Street guidance®: $1.1B+ | Aan fami 2024 2025E 2026E 20246 20256 2026E * Prolonged delay in mass production metal roadmap + Dental CAGR
Slide 25: High profitability across growth scenarios
High profitability across growth scenarios Fstratasys + Dh, Desktop meta! EBITDA: mi ssvs STANDALONE mm DM STANDALONE + SYNERGIES BASE CASE ($M) DOWNSIDE CASE ($M) $337 $219 $200 $127 $132 $157 $91 $78 2024= 2025E 2026 20256 2026E Proforma 31% 10% 20% ™% 1% 14% {__ Additional annual cost synergies o
Slide 26: Significant run-rate synergies expected across the business
In addition to DM’s $100M cost savings plan, significant run-rate synergies expected across the business ANNUAL RUN-RATE COST SYNERGIES* ANNUAL RUN-RATE REVENUE SYNERGIES! ous ai oe eT i ae Manufacturing and er Opex everade scale: and pre- i ‘Synergies optimize production ines proeecoot Technology a
Slide 27: Expect 2026 gross margin to be ~50% as result of DM combination
Expect 2026 gross margin to be ~50% as result of DM combination’ COMBINED COMPANY GROSS MARGIN OVERVIEW V = year of execution de 47% 48% 50% Initiatives PF 2023 2024 2025 2026 Completion of DM standalone cost-out plan v Integration of Dit's acquisitions v v Consolidation of production sites v Z Redu
Slide 28: DM merger creates the highest value for shareholders
DM merger creates the highest value for shareholders, but Nano opposes the transaction + VALUE CREATION ANALYSIS ($B) Fstratasys + Ww oekopnerat $28 ~$30 ay porshare® aOT 37% $1.0 ‘ 63% $18 ~$24 $14 per share SYS aut Dmeauty Net os seis Revere syneies Preauty Inysave mune expansion FV/24E BHA 13x NM
Slide 29: Agenda
Stratasys has the Combination with winning growth strategy Desktop Metal creates aleading high growth Additive Manufacturing company Agenda Stratasys has strong governance practices and a purpose-built Board Nano’s campaign is value destructive for Stratasys shareholders
Slide 30: Strong governance practices and a purpose-built Board
Stratasys has strong governance practices and a purpose-built Board @ stratasys maintains corporate governance practices and policies that are in line or better than market standards © our Board has overseen a multi-year transition to stronger growth © Board is highly qualified with relevant sector
Slide 31: Governance practices in line or better than U.S. market standards
Stratasys maintains corporate governance practices and policies that are in line or better than U.S. market standards Governance provision In line or better than market standard? hgh EL Gyr with similar provision Directors are elected annually v 66% ‘Separation of CEO and Chairman roles. v nla Major
Slide 32: SSYS Board is highly qualified with relevant sector experience
SSYS Board is highly qualified with relevant sector experience and expertise fe 8. 8ctt cram 99:69 [rector lcament ahites sancrSaston th ley sre 2013 omer CEO of Stays and bet sic spas and teens COO fn + Previous CEO of NUR Nasropires(aequted by HP) ‘Chet Operaing Ofer 8H Hae Aa | Enno cemanertemon
Slide 33: SSYS Board has the right mix of experience and skills
SSYS Board has the right mix of experience and skills! s.Scott | John Michael SSYS nominee Dovoren |e ee Ml iyccioey Sorte n [Yair Seroussi] Adina Shorr Senior management at a $500M+ revenue v v v v v v v company Generating profitable growth v v v v v v v Successful M&A Strategy andintegration vi v
Slide 34: 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 2020 2021 20: 023 — 02251209 :060 —<——— np Corporate Strategy et corre pian 8 01806220013 ‘Appoint Dr Yoav Zettas CEO © ius ran
Slide 35: Stratasys actively engages with shareholders
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 36: Directors are compensated in line with market standards
Stratasys’ Directors are compensated in line with market standards and their incentives are aligned with shareholders Cash 30% Equity-based 70% ‘COMMENTARY
Slide 37: Board consistently has acted in the best interest of shareholders
Stratasys’ Board consistently has acted in the best interest of shareholders The Board has thoroughly evaluated proposals from Nano and 3D Systems against its standalone plan and other opportunities such as Desktop Metal to maximize shareholder value @ Nano Dimension raised its original partial offe
Slide 38: Agenda
zl ee Stratasys has the Combination with winning growth strategy Desktop Metal creates a leading high growth Additive Manufacturing company Agenda Stratasys has strong governance practices and a purpose-built Board Nano’s campaign is value destructive for Stratasys shareholders
Slide 39: Nano Dimension's campaign is value destructive for Stratasys shareholders
Nano Dimension’s campaign is value destructive for Stratasys shareholders @ Voting for Nano slate will enable Nano to take control of Stratasys without paying shareholders, irrespective of the partial tender offer, which Nano could terminate based on the numerous conditions that are unlikely to be s
Slide 40: 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
Slide 41: Nano's slate is not independent and is controlled by Yoav Stern
@ Nano’s slate is not independent and is controlled by Yoav Stern Hanan Zivi Tomer Yael Nedivi Gino Pinchas Sandler President CPO/ Strategic COO of CFO of of Nano MBA of Nano Nano Nano T Will blindly follow Yoav Stern or else their current Nano job will be at stake Replaced after ~1.5 years from SSY
Slide 42: Nano's director candidates are not qualified
© Nano’s director candidates are not qualified Yoav stem | zuineari | Hanan ino fromertinchas| nck Gees | vaetsanter | 28, Senior management at a > $500M* revenue company ? ? Generating profitable growth at Nano x x * * x * * Successful M&A strategy and integration at Nano x x x x x x x ESG, industr
Slide 43: Yoav Stern is unqualified for Stratasys' Board
@ Yoav Stern is unqualified for Stratasys’ Board YOAV STERN'S PROFILE * History of poor corporate governance * Overseen destruction of hundreds of millions of dollars of shareholder value at Nano * Attempted to take ~10% of Nano’s equity by a deceptive re-pricing of warrants below the cash value per
Slide 44: Nano's leadership team has destroyed shareholder value
© 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 IN THE LAST 2 YEARS NANO HAS SPENT $500M+ CASH AND INCREASED SM $1,600 $1,300 $1,000 $700 400 $100 ($200) ($500) ($800) Mar
Slide 45: Nano has disastrous governance policies
© Nano has disastrous governance pol ies 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 s
Slide 46: Nano Board and CEO presided over corporate governance failings
© Nano Board and CEO presided over corporate governance failings Lagging performance | | Pay and performance misal pment || 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 Nan
Slide 47: Nano's campaign is built on flawed assumptions
© Nano’s campaign is built on flawed assumptions and a poor understanding of Stratasys NANO'S NFORMED VIE\ “The combination of Nano Dimension and Stral create significant synergies’ polymers is full “The (services business) competes with their customers... (it) doesn't work’ (Stratasys has) good isl
Slide 48: Yoav Stern has repeatedly misrepresented facts
@ Yoav Stern has repeatedly misrepresented facts Yoav combination tratasys have met with two or three rs of the Stratasys Board)... (they said the company) is a investment anies, We're ng on taking 100% of com ing in every way possible in all of (Murchinson’s] omplaints fo courts SSYS CEO Yoav Zeif
Slide 49: Legal legitimacy of Nano'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, Gla
Slide 50: Stratasys is positioned to deliver outsized and enduring shareholder value
Stratasys is positioned to deliver outsized and enduring shareholder value :) Stratasys has the winning growth strategy Innovative, resilient and highly scalable business model with industry leading GTM strategy positions Stratasys for sustained, profitable growth Combination with Desktop Metal crea
Slide 51: Appendix
Appendix
Slide 52: Why object to Nano's offer?
Why object to Nano’s offer? Nano’s partial tender means you may have as little as ~40% of your shares purchased Partial tender offer implies a blended value of ~$16 - $19 per share or less assuming full participation in offer; given that your SSYS remaining shares , which could be Nano has has made
Slide 53: 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 POTENTIAL OUTCOMES OF NANO’S PARTIAL TENDER OFFER Successful Not successful *” Potentially every SSYS shareholder will tender » their shares in the mandatory 4-day extension window Shareholders retain their SSYS ho
Slide 54: 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 Partial tender offer Tender period After completion Giron traded at ~NIS 26 / share ~NIS 29 / share for ~54% of Giron S
Slide 55: Shares in a Nano-controlled company may trade at a significant discount
@ Shares in a Nano-controlled company may trade at a significant discount 6oeo06e6006 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 c
Slide 56: Value of Nano's $25 partial tender is illusory
@ Value of Nano’s $25 partial tender is illusory; If offer is accepted and assuming full participation, pro-rata price for SSYS shareholders is ~$16 — $19 or potentially less Nano Partial Tender Offer for 37%'2 of shares ~40% of your shares} | Purchased in the partial 1 tender offer 49% SSYS shares
Slide 57: Mandatory 4-day window if the partial tender is successful
@ 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 31, 2023 > ted No bere aay eianatasty wind Postal tender offer is Successful? -day mandatory window ‘open for . provid
Slide 58: Nano controlling SSYS may create a significant conflict of interest
© 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 59: Stratasys is a leader in supporting environmental and social issues
Stratasys is a leader in our industry for supporting environmental and social issues ASSOCIATION MEMBERSHIPS: ‘SPEARHEADING THE SHIFT TO SUSTAINABLE MINDFUL MANUFACTURING “siratasys is leading a global sora oroe 4 transformation across industries by leveraging Manufacturers "eneniom additive manufac
Slide 60: Non-GAAP reconciliation
Non-GAAP reconciliation Grose Prot) (Operating income (Loss) (1.2) Net income (Loss) (1.2.3) 1) Acquired intangible assets amortzaon expense Non-cash soccbased compensation expense Restructuring and ane elated costs Impaimentcharges 2) hequres intangible esses amortzation expense Nen-cash sock based