ISS Continues to Support Need for Board Change at Nano Dimension – But Murchinson Does Not Believe Recommendation Goes Far Enough - Seite 2

“Although it is positive that ISS continues to recognize the need for Board change at Nano Dimension, we disagree on the right degree and pathway. The situation at Nano is urgent and requires certainty. While agreeing with many of the arguments we have made regarding Nano Dimension’s sub-cash valuation by the market, uninspiring capital allocation and corporate governance failings, ISS is seemingly content to wait for the outcome of the Israeli litigation – a risky proposition given the current Board’s irresponsible past actions that could have resulted in disastrous acquisitions.

While we recognize that ISS believes Murchinson has not put forth the level of granularity it typically requires in a campaign that will result in an overhaul of the Board, the abuses of power here – and related risks to shareholders – are anything but typical. As we thought was made clear to ISS during our engagement, the severe lack of transparency from Nano and the baseless exclusion of some of our proposals has precluded us from going further in terms of discussing operational plans or the several highly qualified potential interim CEO candidates we have identified for Nano. Further, ISS essentially ignored that Nano’s Board unlawfully excluded two of our submitted nominees possessing significant experience relevant to the 3D printing industry, and then criticized our slate for lacking this expertise. We believe this situation required ISS to adapt its policy to a company that mocks its investors and the true intent of ISS policy while clearly writing a whole new chapter on what failed corporate governance and disregard for Israeli corporate law looks like.

Alarmingly, we have received new information about the voting process for the Annual Meeting that sheds more light on the Board’s willingness to entrench itself at all costs. We have been informed that Nano has sent outdated proxy materials to selected holders before the July 31^st record date, intentionally delayed the mailing of the updated proxy materials, and intends to recognize votes from both outdated and updated proxy materials despite the inherent inconsistency between the two and the clear manipulation embedded in doing so.

All shareholders who support immediate, certain and meaningful change at Nano are encouraged to vote for all of Murchinson’s proposals at the upcoming Annual Meeting.”

Murchinson believes shareholders must think carefully about what their vote is endorsing at this election. Based on ISS’s own words, a vote for the status quo is a vote approving of: