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

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



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.


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.


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.


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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