Questions For NNDM

Nano Dimension shareholders have the right for their voices to be heard. From the moment Murchinson began to exercise our legal right as shareholders to call the upcoming Special Meeting, the Stern-led Board of Nano Dimension has consistently sought to sabotage it and prevent shareholders’ voices from being heard.

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

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?

Is it true that all four incumbent directors Murchinson is proposing to remove were appointed to the Board and have never actually been voted in by shareholders? Is it true that you, Oded Gera and Igal Rotem were reclassified? Were Oded Gera and Igal Rotem reclassified before they were supposed to stand for election by shareholders to a class with later election dates? What was the reason for the reclassifications besides seemingly dodging the vote of shareholders?

What is wrong with Murchinson’s proposal to amend the Articles and allow shareholders, not just the Board, to fill vacancies? Don’t you think that shareholders are at least as entitled as the Board is to propose and appoint the directors who are supposed to look for their best interest?

You keep saying that Murchinson wants to ‘take over the Company’ and dismantle it. Do you have any proof of that or is this just a scare tactic? If Murchinson wanted to take over the Company in a hostile manner, wouldn’t it buy a lot of stock as quickly as possible rather than modestly going over 5%? Or wouldn’t it at least try to replace most of the Board instead of suggesting 2 nominees out of 7 (if all 4 are removed)?

The Company convened 7 shareholder meetings over 3 years, so what’s the big deal with holding this one and having the shareholders vote?

You keep insinuating that there is a “short-seller” pushing the stock down. What specific steps have you taken to prove this and identify the firm? Are you ever going to find that short-selling boogeyman, or just ask this question out loud, again and again, to deflect from the fact that you are underperforming?

Why are we “warned” by you not to vote in the special meeting that Murchinson called? What is the downside to us, the shareholders, from voting in the meeting, and allowing our voices to be heard?

Do you agree that it is an interesting coincidence that you bought DeepCube from two then-sitting Nano Dimension directors a month after the Board appointed you as a director and named you as Chairman? Isn’t it true that one of those directors was the chairman of DVTel while you were DVTel’s CEO and that he was a member of the Nano Dimension Compensation Committee that recommended that shareholders approve your service agreement?

Speaking of your service agreement, is it true that if there’s any change to the composition of the Board that you don’t approve of, you have the right to terminate the agreement and walk away with an immediate cash payment of $600,000 and a fully-paid 6-month advanced notice? Is it true your agreement was extended and that you said you would bring it to shareholders’ approval promptly? Why not bring it now?

Can you confirm that none of your family members work for or have worked at Nano Dimension or an affiliate of it?

If the cash value per share of the Company is more than $4 (which you said was one of the reasons that the Board rejected the Murchinson offer), why did you try to reprice your B warrants to an exercise price of $2.46?

How is lowering the exercise price of almost 28 million of your warrants good for us, the shareholders?
Don’t you think that reducing it from $6.16 to $2.46 sends us the message that you have no faith in the stock ever going to $6.16 or higher?
Aren’t you motivated enough by the millions of $0.75 warrants that you have and your annual salary of $600,000 before bonus, that you need to also reprice those B warrants?
And didn’t the proposed vesting terms of those warrants allow you to exercise 25% (close to 7 million warrants) as early as February 3, 2023?

On the last earnings call, why did you only take questions from your IR firm (EdisonGroup) and the analyst from the bank that led almost all of Nano Dimensions’ equity raises during your tenure (ThinkEquity)? Why didn’t you let shareholders get on the line to ask questions?

Is it true that your warrants have a cashless exercise feature that allows you to capture the value of exercising them without paying a single dollar? Do you think that increasing the value of those warrants by tens of millions of dollars is in appropriate proportion to an investment of just $50,000 by you?

Is it true that the proposals at the December 2022 shareholders meeting (that the Company called) to increase the cap on director indemnification to an effectively unlimited amount and to amend your warrants so generously were rejected by majorities of 85-90% among disinterested voters (meaning shareholders other than you or the directors)? Why didn’t you disclose the results of the vote beyond merely saying that the proposals were rejected?

Isn’t it true that in 2010, the Magal Security Systems Board published a letter to its shareholders saying that as Interim CEO of the Company, you indicated to certain employees that your “real intention was to cause a management buy-out where the shares of the Company would be purchased at a low price by management?” Was the Magal Security Systems Board lying, and if so, what consequences did it face for doing that?

Being CEO and President of a public company is a meaningful and relevant experience. How come your Magal tenure is not mentioned on your LinkedIn page or in any Nano Dimension web page or SEC filing? Why the omission?

Is it true that you live most of the time neither in Israel nor anywhere near Waltham, MA? Don’t you agree that you should spend most of your time, or at the very least a significant amount of your time, in one of the Company’s main headquarters?

Don’t you think that in light of your failure to successfully integrate acquisitions in an incremental manner, the last thing the Company needs now is to rush into a much bigger, “transformative” transaction as you recently stated?

Why do you keep comparing the stock performance to other companies while seemingly ignoring the fact that Nano Dimension is the only one trading under its cash value? Wouldn’t you agree that the price is supported by the cash balance? Of all the other stocks you have mentioned, isn’t it true that Nano Dimension is the only one with a negative enterprise value?

How come you are now “explaining” that trading below cash value is a natural feature of being a “high-tech growth company”, while just five months ago you said about the discount to cash: “I'm puzzled by this and obviously I'm frustrated like you ... You're right. The market is behaving erratically, ... if it goes down from below cash value and where it is, it's not good enough for me. Now the only company [among a group of 13 other AME names you referred to] that have is rated below, its cash value is out, is us.” So, is the discount a bug or a feature? Was the “high-tech growth company,” narrative concocted just now to deflect from the fact that the discount implies that the market thinks that you will burn about half the cash before we see any value back?

Why is Nano Dimension taking an activist position in Stratasys? What is your strategy there to generate a return for Nano Dimension shareholders? Is it similar to your unsuccessful Magal strategy? Why is Nano Dimension spending its time and money acting like an activist hedge fund and not focusing on 3D printing?

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”).
Our practices for collecting, using, maintaining, protecting, and disclosing that information.

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:

On this Website.
In email, text, and other electronic messages we send to you.
Through mobile and desktop applications you download from this Website, which provide dedicated non-browser-based interaction between you and this Website.

The Website may include links to third-party websites, plug-ins, services, social networks, or applications. Clicking on those links or enabling those connections may allow the third party to collect or share data about you. If you follow a link to a third-party website or engage a third-party plugin, please note that these third parties have their own privacy policies and we do not accept any responsibility or liability for these policies. We do not control these third-party websites, and we encourage you to read the privacy policy of every website you visit.

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

We collect and use several types of information from and about you, including:

Personal information, that we can reasonably use to directly or indirectly identify you, such as your name, mailing address, e-mail address, telephone number, Internet protocol (IP) address used to connect your computer to the Internet, user name or other similar identifier, and any other identifier we may use to contact you (collectively, “personal information”).

We provide an opportunity for any user to unsubscribe from our communications or opt-out of contact for communication purposes on an ongoing basis by e-mailing to murchinson@longacresquare.com.

Non-personal information, that does not directly or indirectly reveal your identity or directly relate to an identifiable individual, such as, demographic information, or statistical or aggregated information. Statistical or aggregated data does not directly identify a specific person, but we may derive non-personal statistical or aggregated data from personal information. For example, we may aggregate personal information to calculate the percentage of users accessing a specific Website feature.

Technical information, including your login information, browser type and version, time zone setting, browser plug-in types and versions, operating system and platform, or information about your internet connection, the equipment you use to access our Website, and usage details.

Non-personal details about your Website interactions, including the full Uniform Resource Locators (URLs), clickstream to, through and from our Website (including date and time), page response times, download errors, length of visits to certain pages, page interaction information (such as scrolling, clicks, and mouse-overs), methods used to browse away from the page, or any phone number used to call us.

1. HOW WE COLLECT INFORMATION ABOUT YOU

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

Direct interactions with you when you provide it to us, for example, by filling in forms or corresponding with us by phone, email, or otherwise.
User contributions. You may also provide information for us to publish or display on public Website areas or transmit to other Website users or third parties.
Automated technologies or interactions, as you navigate through our Website. Information collected automatically may include usage details, IP addresses, and information collected through cookies, web beacons, and other tracking technologies.

Information You Provide to Us

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

Information that you provide by filling in forms on our Website. This includes information provided at the time of posting material, requesting further services. We may also ask you for information when you report a problem with our Website.
Records and copies of your correspondence (including email addresses), if you contact us.

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:

Details of your visits to our Website, including traffic data, location data, logs, and other communication data and the resources that you access and use on the Website.
Information about your computer and internet connection, including your IP address, operating system, and browser type.

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:

Estimate our audience size and usage patterns.
Store information about your preferences, allowing us to customize our Website according to your individual interests.
Speed up your searches.
Recognize you when you return to our Website.

The technologies we use for this automatic data collection may include:

Cookies. A cookie is a small file placed on the hard drive of your computer. You may refuse to accept browser cookies by activating the appropriate setting on your browser. However, if you select this setting you may be unable to access certain parts of our Website. Unless you have adjusted your browser setting so that it will refuse cookies, our system will issue cookies when you direct your browser to our Website.
Web Beacons. Pages of our Website may contain small electronic files known as web beacons (also referred to as clear gifs, pixeltags, and single-pixel gifs) that permit Murchinson, for example, to count users who have visited those pages or opened an email and for other related website statistics (for example, recording the popularity of certain website content and verifying system and server integrity).

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.

2. HOW WE USE YOUR INFORMATION

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

To present our Website and its contents to you.
To provide you with information or services that you request from us.
To fulfill the purposes for which you provided the information or that were described when it was collected, or any other purpose for which you provide it.
To carry out our obligations and enforce our rights arising from any contracts with you, including for billing and collection or to comply with legal requirements.
To notify you about changes to our Website or any additional information or services we provide through it.
To improve our Website.
To measure or understand the effectiveness of the advertising we serve to you and others, and to deliver relevant advertising to you.
In any other way we may describe when you provide the information.
For any other purpose with your consent.

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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