Murchinson Issues Letter to Fellow Shareholders Regarding the Urgent Need for Boardroom Change at Nano Dimension - Seite 4

OUR PROPOSED RESOLUTIONS

Contrary to what Mr. Stern has claimed, Murchinson has no current plans to try to acquire or pursue control of the Company. If those were among our goals, we would have nominated a majority slate of director candidates for election at a special meeting.

We are focusing on actions that benefit all of the Company’s shareholders. In connection with our demand to convene a special meeting, we have proposed giving shareholders the opportunity to vote on resolutions pertaining to the composition of the Board by:

• Amending provisions of the Company’s Articles that currently (i) empower only the Board to fill director vacancies and, when doing so, determine that director terms may end several years thereafter and (ii) restrict shareholders to only removing directors at annual meetings and, even then, at a high threshold majority;

• Removing four directors from the current Board, none of whom were ever elected by shareholders; and

• Adding two highly qualified candidates identified by Murchinson, who are independent of each other and of our firm. Our candidates, who possess the right mix of capital allocation acumen and governance expertise, are Kenneth H. Traub and Dr. Joshua Rosensweig.

In light of the aforementioned issues, we believe that substantial Board change is urgently required to improve corporate governance and oversight of management. We believe this will result in better capital allocation, corporate stewardship and value creation for shareholders. We also believe that reducing the Board size from nine directors to seven directors is more in-line with best practices for a small cap entity like Nano Dimension and would allow for more efficient governance.

Working with our outside legal advisors, we served the Company with a special meeting demand letter on January 22^nd, thereby starting a 21-day window by the end of which the Company, under Israeli law, is required to call the special meeting. The Company responded by rejecting our demand outright over baseless and irrelevant technicalities. Thankfully, Israeli law provides remedies for a shareholder whose demand to call a special meeting is improperly denied, including a court order or by having the meeting convened independent of a company.