Save Nano Dimension

Murchinson Urges Nano Dimension Shareholders to Support the Urgent Case for Change at the Upcoming Special Meeting on March 20, 2023

HOW TO VOTE
View our presentation for urgent change at Nano Dimension

ISS, Glass Lewis and Egan-Jones Advise Nano Dimension Shareholders To Support All Four of Murchinson’s Proposals – Including the Removal of Yoav Stern From the Board

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1

Amend and restate Article 41 (Continuing Directors in the Event of Vacancies) of the Company’s Amended and Restated Articles of Association, to allow shareholders to fill vacancies on the Board of Directors of the Company at a general meeting of shareholders ofthe Company.

2

Amend and restate clause (f) of Article 42 (Vacation of Office) of the Articles of Association to allow shareholders to remove directors by a simple majority at a general meeting of shareholders of the Company.

3

Remove four current directors of the Company: Mr. Stern, the Company’s Chief Executive Officer and Chairman of the Board, Oded Gera, Igal Rotem and Dr. Yoav Nissan-Cohen, in addition to any and all new directors appointed by the Board (if any) following December 19, 2022 and until the conclusion of the Meeting.

4

Appoint two highly qualified candidates who are independent of each other, of Murchinson, and of Nano Dimension – Mr. Kenneth H. Traub and Dr. Joshua Rosensweig – to serve as directors of the Company.

The Current Board Has Lost the Trust of Shareholders – Urgent Change Is Needed in Order to Restore It

Since Yoav Stern’s appointment as Chairman to Nano Dimension in 2021, the Stern-led Board has overseen share price underperformance, terrible corporate governance and capital allocation missteps. NNDM shares have declined by more than 77% during Mr. Stern’s chairmanship and the discount between the Company’s share price and cash on the balance sheet has only continued to widen. 1

The Board has apparently rallied behind Mr. Stern by supporting drastic entrenchment measures aimed at preventing the voices of shareholders from being heard.

Following Murchinson’s special meeting request, the Board has:

Commenced litigation in an attempt to declare the Special Meeting illegal and deprive shareholders of their votes at the legally scheduled Special Meeting

Poison Pill

Adopted a “poison pill" against the express will of shareholders

Launched a smear campaign against its biggest shareholder to avoid addressing the concerns about its malfeasance

Filed a dilutive registration statement to issue nearly 52 million new shares in what we believe is a thinly-veiled and reactive attempt to place as many shares as possible in friendly hands

1 From March 11, 2021 to January 22, 2023 when Murchinson sent the Company the special meeting demand.

Shareholders Cannot be Silenced by Nano Dimension

Murchinson is seeking to restore accountability and ensure the Board prioritizes protecting value for ALL shareholders, rather than simply furthering Yoav Stern’s legacy.

Murchinson is calling a special meeting of shareholders and has put forward four proposals, including to remove four legacy directors and replace them with two highly qualified independent nominees – Kenneth Traub and Dr. Joshua Rosensweig – who can provide unbiased voices of reason on the Board.

The Facts Are Clear

The Stern-led Board’s reign has been defined by significant share price declines, terrible corporate governance, poor capital allocation, and now an aggressive and disproportionate response to Murchinson aimed at entrenching current directors at all costs.

Consistent share price underperformance

Poison Pill

Corporate governance failings

Capital allocation missteps

Repeated entrenchment maneuvers

We Want To Hear From You

As Nano Dimension’s largest shareholder, we have serious concerns about Mr. Stern. We fear that Mr. Stern will persuade his allies on the Board to approve other extreme measures in the near-term to try to entrench himself and maintain his Stern-controlled Board at the expense of shareholders.

If you have the following concerns, or information, we want to hear from you.

  • Are you equally disturbed by the questionable practices employed by the Company's leadership?
  • Have you witnessed unacceptable behaviors and the signs of a toxic work environment?
  • Are you worried by the persistent erosion of the value of your stock or options?
  • Have you witnessed a clear misuse of the Company’s resources? Nepotism? Conflicts of interests?

To submit information anonymously about Yoav Stern and his value destructive board, use the form below.
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By pressing the 'Submit' button below, you agree not to disclose any material non-public information concerning Nano Dimension or otherwise to the Proposing Shareholders (whether in your submission or otherwise) without the Proposing Shareholders prior written consent, and the Proposing Shareholders are under no duty of confidentiality or otherwise with respect to any such information.

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For Investors

Okapi Partners 
info@okapipartners.com
‍(212) 297-0720 

FOR MEDIA

Longacre Square Partners
murchinson@longacresquare.com

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 Last modified: March 3, 2023

MurchinsonLtd. (“Murchinson”) and certain funds it advises and/or sub-advises, including Nomis Bay Ltd and BPY Limited (collectively, the “Proposing Shareholders,”“we,” “us” or “our”), respect your privacy and are committed to protecting it by complying with this policy.

This policy describes:

  • How we collect, use, disclose, and protect the personal information of website users (“you”).
  • Describes the types of information we may collect from you or that you may provide when you visit the website www.savenanodimension.com (the “Website”).
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We will only use your personal information in accordance with this policy unless otherwise required by applicable law. We take steps to ensure that the personal information that we collect about you is adequate, relevant, not excessive, and used for limited purposes.

Privacy laws in Canada generally define “personal information” as any information aboutan identifiable individual, which includes information that can be used on its own or with other information to identify, contact, or locate a single person.

This policy applies to information we collect, use, or disclose about you:

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Please read this policy carefully to understand our policies and practices for collecting, processing, and storing your information. If you do not agree with our policies and practices, your choice is not to use our Website. By accessing or using this Website, you indicate that you understand, accept, and consent to the practices described in this policy. This policy may change from time to time (see Changes to Our Privacy Policy). Your continued use of this Website after we make changes indicates that you accept and consent to those changes, so please check the policy periodically for updates.

INFORMATION WE COLLECT ABOUT YOU

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1. HOW WE COLLECT INFORMATION ABOUT YOU

We use different methods to collect your information, including through:

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Information You Provide to Us

The information we collect directly from you on or through our Website may include:

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Information We Collect Through Cookies and Other Automatic Data Collection Technologies

As you navigate through and interact with our Website, we may use cookies or other automatic data collection technologies to collect certain information about your equipment, browsing actions, and patterns, including:

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The information we collect automatically is statistical information and may include personal information and we may maintain it or associate it with personal information we collect in other ways, that you provide to us. This helps us to improve our Website and to deliver a better and more personalized service, including by enabling us to:

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Third Party Use of Cookies [and Other Tracking Technologies

Some content or applications on the Website, including advertisements, are served by third-parties, including advertisers, ad networks and servers, content providers, and application providers. These third parties may use cookies alone or in conjunction with web beacons or other tracking technologies to collect information about you when you use our Website. The information they collect may be associated with your personal information or they may collect information, including personal information, about your online activities over time and across different websites and other online services. They may use this information to provide you with interest-based (behavioural) advertising or other targeted content.

You can opt-out of several third party ad servers' and networks' cookies simultaneously by using an opt-out tool created by the Digital Advertising Alliance of Canada or an opt-out tool created by the Network Advertising Initiative. You can also access these websites to learn more about online behavioural advertising and how to stop websites from placing cookies on your device. Opting out of a network does not mean you will no longer receive online advertising. It does mean that the network from which you opted out will no longer deliver ads tailored to your web preferences and usage patterns.

We do not control these third parties' tracking technologies or how they are used. If you have any questions about an advertisement or other targeted content, you should contact the responsible provider directly. For more information about how you can opt out of receiving targeted advertising from many providers, see Choices About How We Use and Disclose Your Information.

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We use information that we collect about you or that you provide to us, including any personal information:

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We may use the information we have collected from you to enable us to display advertisements to our advertisers' target audiences. Even though we do not disclose your personal information for these purposes without your consent, if you click on or otherwise interact with an advertisement, the advertiser may assume that you meet its target criteria.

3. DISCLOSURE OF YOUR INFORMATION

We may disclose aggregated information about our users, and other information that does not identify any individual, without restriction.

We may disclose personal information that we collect or you provide as described in this privacy policy:

  • To the Proposing Shareholders’ subsidiaries and affiliates.
  • In accordance with applicable law, to a buyer or other successor in the event of a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of Murchinson's assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which personal information held by the Proposing Shareholders about the Website users is among the assets transferred.
  • To advertisers and advertising networks that require the information to select and serve relevant advertisements to you and others. We do not disclose data about identifiable individuals to our advertisers, but we may provide them with aggregate information about our users (for example, we may inform them that 400 women between 30 and 45 have clicked on their advertisement on a specific day). We may also use such aggregate information to help advertisers target a specific audience (for example, men in a specific location). We may make use of the personal information we have collected from you to enable us to display our advertisers' advertisement to that target audience.
  • To contractors, service providers, and other third parties we use to support the Website (such as analytics and search engine providers that assist us with Website improvement and optimization) and who are contractually obligated to keep personal information confidential. The use of your information for the purposes for which we disclose it to them, and to process the personal information with the same standards set out in this policy.
  • For any other purpose disclosed by us when you provide the information.
  • With your consent.

We may also disclose your personal information:

  • To comply with any court order, law, or legal process, including to respond to any government or regulatory request, in accordance with applicable law.
  • If we believe disclosure is necessary or appropriate to protect the rights, property, or safety of the Company or others. This includes exchanging information with other companies and organizations for the purposes of fraud protection and credit risk reduction.

4. TRANSFERRING YOUR PERSONAL INFORMATION

We may transfer personal information that we collect or that you provide as described in this policy to contractors, service providers, and other third parties we use to support the solicitation of proxies from the Company’s shareholders (such as analytics and search engine providers that assist us with Website improvement and optimization) and who are contractually obligated to keep personal information confidential. The use of your information is for the purposes for which we disclose it to them, and to process the personal information with the same standards set out in this policy.

We may process, store, and transfer your personal information in and to a foreign country, with different privacy laws that may or may not be as comprehensive as Canadian law. In these circumstances, the governments, courts, law enforcement, or regulatory agencies of that country may be able to obtain access to your personal information through the laws of the foreign country. Whenever we engage a service provider, we require that its privacy and security standards adhere to this policy and applicable Canadian privacy legislation.

You are welcome to contact us to obtain further information about Company policies regarding service providers outside of Canada. See Contact Information and Challenging Compliance.

By submitting your personal information or engaging with the Website, you consent to this transfer, storage, or processing.

5. CHOICES ABOUT HOW WE USE AND DISCLOSE YOUR INFORMATION

The Proposing Shareholders strive to provide you with choices regarding the personal information you provide to us. We have created mechanisms to provide you with the following control over your information:

Tracking Technologies and Advertising. You can set your browser to refuse all or some browser cookies, or to alert you when cookies are being sent. To learn how you can manage your Flash cookie settings, visit the Flash player settings page on Adobe's website. If you disable or refuse cookies, please note that some parts of this Website may not be accessible or may not function properly. For more information about tracking technologies, see Information We Collect Through Cookies and Other Automatic Data Collection Technologies.

Promotional Offers from the Company. If you have opted in to receive certain emails from us but no longer wish to have your email address used by the Company obtain updates, you can opt-out by sending us an email stating your request to murchinson@longacresquare.com. If we have sent you a promotional email, you may unsubscribe by clicking the unsubscribe link we have included in the email.

Targeted Advertising. If you do not want us to use information that we collect or that you provide to us to deliver advertisements according to our advertisers' target-audience preferences, you can opt out by contacting murchinson@longacresquare.com.

The Proposing Shareholders do not control third parties' collection or use of your information to serve interest-based advertising. However, these third parties may provide you with ways to choose not to have your information collected or used in this way. You can opt out of several third party ad servers' and networks' cookies simultaneously by using an opt-out tool created by the Digital Advertising Alliance of Canada and or an opt-out tool created by the Network Advertising Initiative. You can also access these websites to learn more about online behavioural advertising and how to stop websites from placing cookies on your device. Opting out of a network does not mean you will no longer receive online advertising. It does mean that the network from which you opted out will no longer deliver ads tailored to your web preferences and usage patterns.

6. DATA SECURITY

The security of your personal information is very important to us. We use physical, electronic, and administrative measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure.

Unfortunately, the transmission of information via the Internet is not completely secure. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted to our Website. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Website.

7. DATA RETENTION

Except as otherwise permitted or required by applicable law or regulation, the Proposing Shareholders will only retain your personal information for as long as necessary to fulfill the purposes we collected it for, including for the purposes of satisfying any legal, accounting, or reporting requirements. Under some circumstances we may anonymize your personal information so that it can no longer be associated with you. We reserve the right to use such anonymous and de-identified data for any legitimate commercial purpose without further notice to you or your consent.

8. CHILDREN UNDER THE AGE OF 13

Our Website is not intended for children under 13 years of age. No one under age 13 may provide any personal information to or on the Website. We do not knowingly collect personal information from children under 13. If you are under 13, do not use or provide any information on this Website or on or through any of its features/register on the Website, make any purchases through the Website, use any of the interactive or public comment features of this Website, or provide any information about yourself to us, including your name, address, telephone number, email address, or any screen name or user name you may use. If we learn we have collected or received personal information from a child under 13 without verification of parental consent, we will delete that information. If you believe we might have any information from or about a child under 13, please contact us at murchinson@longacresquare.com.

9. ACCESSING AND CORRECTING YOUR PERSONAL INFORMATION

It is important that the personal information we hold about you is accurate and current. Please keep us informed if your personal information changes. By law you have the right to request access to and to correct the personal information that we hold about you.

If you want to review, verify, correct, or withdraw consent to the use of your personal information you may also send us an email at murchinson@longacresquare.com to request access to, correct, or delete any personal information that you have provided to us. We cannot delete your personal information except by removing your email address from our mailing list.

We may request specific information from you to help us confirm your identity and your right to access, and to provide you with the personal information that we hold about you or make your requested changes. Applicable law may allow or require us to refuse to provide you with access to some or all of the personal information that we hold about you, or we may have destroyed, erased, or made your personal information anonymous in accordance with our record retention obligations and practices. If we cannot provide you with access to your personal information, we will inform you of the reasons why, subject to any legal or regulatory restrictions.

We will provide access to your personal information, subject to exceptions set out in applicable privacy legislation. Examples of such exceptions include:

  • Information protected by solicitor-client privilege.
  • Information that is part of a formal dispute resolution process.
  • Information that is about another individual that would reveal their personal information or confidential commercial information.
  • Information that is prohibitively expensive to provide.

If you are concerned about our response or would like to correct the information provided, you may contact murchinson@longacresquare.com.

10. WITHDRAWING YOUR CONSENT

Where you have provided your consent to the collection, use, and transfer of your personal information, you may have the legal right to withdraw your consent under certain circumstances. To withdraw your consent, if applicable, contact us at murchinson@longacresquare.com. Please note that if you withdraw your consent we may not be able to provide you with certain information or a particular service. We will explain the impact to you at the time to help you with your decision.

11. CHANGES TO OUR PRIVACY POLICY

It is our policy to post any changes we make to our privacy policy on this page with a notice that the privacy policy has been updated on the Website home page. If we make material changes to how we treat our users' personal information, we will notify you by email address specified in your account and/or through a notice on the Website home page.

We include the date the privacy policy was last revised at the top of the page. You are responsible for ensuring we have an up-to-date, active, and deliverable email address for you, and for periodically visiting our Website and this privacy policy to check for any changes.

12. CONTACT INFORMATION AND CHALLENGING COMPLIANCE

The Proposing Shareholders welcome your questions, comments, and requests regarding this privacy policy and our privacy practices.

Please contact us at: murchinson@longacresquare.com

We have procedures in place to receive and respond to complaints or inquiries about our handling of personal information, our compliance with this policy, and with applicable privacy laws. To discuss our compliance with this policy please contact our team using the contact information listed above.

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PRIVACY POLICYDISCLAIMER