ISS Continues to Support Need for Board Change at Nano Dimension – But Murchinson Does Not Believe Recommendation Goes Far Enough

Murchinson Ltd. (collectively with its affiliates and funds it advises and/or sub-advises, “Murchinson” or “we”), the largest shareholder with approximately 6.2% of the outstanding shares of Nano Dimension Ltd. (NASDAQ: NNDM) (“Nano Dimension,” “Nano,” or the “Company”), today commented on the recent report from Institutional Shareholder Services Inc. (“ISS”) regarding Nano Dimension’s upcoming Annual General Meeting of Shareholders (the “Annual Meeting”). The Annual Meeting is scheduled for September 7, 2023 (with a voting cut-off set for August 31, 2023 at 12:00pm ET).

In its report, ISS stated the following:¹

• “…(T)he company has traded at a meaningful discount to its cash value per share and there are significant concerns regarding the governance structure and independence of the board. These factors indicate that some degree of change is necessary and that shareholders would benefit from enhanced board independence.”

• “Though we supported the dissident at the March EGM and continue to believe that some degree of board change is needed, we are hesitant to support additional change prior to the resolution of the lawsuit…”²

• “In the event the dissident loses the lawsuit and shareholders vote in accordance with our recommendation at this meeting, the board would consist of seven incumbent directors. Given that the dissident has made a case for change, this would not be an ideal outcome…”

• “As such, enhanced board independence is a priority which seems best realized by the removal of Amit Dror, given his role as a co-founder and current executive of NNDM, and Igal Rotem, consistent with our recommendation at the March EGM.”

In advance of the March EGM, ISS recommended for the removal of Chairman and CEO Yoav Stern and three other incumbent directors from the Nano Board of Directors (the “Board”), and the appointment of both Murchinson nominees. Shareholders overwhelmingly supported this outcome, with ~86% of votes cast at the meeting for Murchinson’s proposals – results the current Board continues to deny. In that report, ISS stated:

• “Stern is at the center of the underperformance and corporate governance concerns underpinning the dissident's compelling case for change,” and regarding Yoav Stern’s potential departure, “that risk is worth accepting due to the urgency of the situation and the possibility of more value destruction under his continued guidance.”

In response to the ISS report, Murchinson stated: