Murchinson Issues Letter to Fellow Shareholders Encouraging Them to See Through Nano Dimension’s Deceptive Scare Tactics and Make Their Voices Heard - Seite 2

It is also imperative that shareholders do not take Mr. Stern’s ever-changing narrative at face value. For example, after previously claiming that the discount to NAV at which Nano Dimension shares trade “puzzled” and “frustrated” him,² Mr. Stern is now suddenly making the case that it is natural that the Company would trade so far below cash value and that this is all part of his plan. The reality is that this apparent about-face is a reactive stance driven by Murchinson’s call for a Special Meeting. Similarly, Mr. Stern is taking credit for now launching a $100 million share repurchase program – something he could have done for months when the share price was even lower than it is today but has chosen to do now that he is under pressure as a result of our efforts.

Without shareholder-driven change, the status quo will continue at Nano Dimension. We encourage shareholders to support our four proposals, including removing four legacy directors and replacing them with two highly-qualified, truly independent nominees – Kenneth H. Traub and Dr. Joshua Rosensweig. These two individuals are corporate governance experts with demonstrated track records of improving company performance to benefit all shareholders, and we believe they can be instrumental in helping right the ship at Nano Dimension.

Thank you for your support.

Moshe Sarfaty
Murchinson Ltd.

***

As a reminder, Murchinson previously announced that a Special Meeting will be held at the offices of its outside Israeli counsel, Goldfarb Seligman, Law Offices, at Ampa Tower, 98 Yigal Alon Street, Tel Aviv 6789141, Israel, on Monday, March 20, 2023, at 16:00, Israel time. The record date for the Meeting is February 20, 2023. Murchinson has also filed a Notice of the Meeting and Related Proxy Materials for the Meeting with the U.S. Securities and Exchange Commission (“SEC”). If you have any questions about voting or need assistance, please contact our proxy solicitor, Okapi Partners LLC, at [phone] or toll free at [phone].

***

Appendix of Investor Questions

We urge all shareholders to review the following questions and pose them to Mr. Stern and the Stern-led Board:

1. Do you agree that paying with Nano Dimension stock for acquisitions, when it is trading below the cash value, is dilutive and unfair to current shareholders? Why won’t you commit to not using stock to pay for acquisitions while Nano Dimension shares trade below their cash value?