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Support Nano Dimension’s Disciplined and Focused Value Creation Strategy to Drive Future Upside for ALL Shareholders November 2024
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©2024 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 2 Forward-Looking Statements and Other Disclaimers Forward-Looking Statements This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include statements regarding benefits and advantages of the proposed transactions with Markforge d and Desktop Metal, and the combined company; the combined companies revenues and cash; other aspects of the expected transactions with Markforged and Desktop Metal, including the timing of closing of the acquisitions t hereof; Nano’s leadership in additive manufacturing and the company’s plan to become a leading player in the digital manufacturing space; Nano’s strategy; potential share buy backs; Nano’s path to profitability in the fourth quarter o f 2026, future growth and value to shareholders; future investments in organic growth and M&A; and all other statements other than statements of historical fact that address activities, events or developments that Nano intends, expect s, projects, believes or anticipates will or may occur in the future. Such statements are based on management’s beliefs and assumptions made based on information currently available to management. When used in this communication, the wor ds “outlook,” “guidance,” “expects,” “believes,” “anticipates,” “should,” “estimates,” “may,” “will,” “intends,” “projects,” “could,” “would,” “estimate,” “potential,” “continue,” “plan,” “target,” or the negative of these words or simila r expressions are intended to identify forward-looking statements, though not all forward-looking statements contain these identifying words. These forward-looking statements involve known and unknown risks and uncertainties, which may cause the Company’s actual results and performance to be materially different from those expressed or implied in the forward-looking statements. Accordingly, we caution you that any such forward -looking statements are not guarantees of future performance and are subject to risks, assumptions, estimates and uncertainties that are difficult to predict. Because such statements deal with future events and are based on the current expectations of Nano, Desktop Metal and Markforged, they are subject to various risks and uncertainties. The acquisitions of Markforged and Desktop Metal are subject to closing conditions, some of which are beyond the control of Nano, Desktop Metal or Markforged. F urther, actual results, performance, or achievements of Nano, Desktop Metal or Markforged could differ materially from those described in or implied by the statements in this communication. The forward-looking statements contained or implied in this communication are subject to other risks and uncertainties, including those discussed (i) under the heading “Risk Factors” in Nano’s annual report on Form 20-F filed with the SEC on March 21, 2024, and in any subsequent filings with the SEC, (ii) under the heading “Risk Factors” in Desktop Metal’s annual report on Form 10 -K filed with the SEC on March 15, 2024, and in any subsequent filings with the SEC, and (iii) under the heading “Risk Factors” in Markforged’s annual report on Form 10-K filed with the SEC on March 15, 2024, and in any subsequent filings with the SEC. The combined company financial information included in this communication has not been audited or reviewed by N ano’s auditors and such information is provided for illustrative purposes only. You should note that such combined company information has not been prepared in accordance with and does not purport to comply with Article 11 of Regul ation S-X under the Securities Act of 1933, as amended. Except as otherwise required by law, Nano undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into thi s communication. Nano is not responsible for the contents of third-party websites. No Offer or Solicitation This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the sec urities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Additional Information about the Transaction and Where to Find It In connection with the proposed transaction, Markforged intends to file a proxy statement with the SEC. Markforged may also f ile other relevant documents with the SEC regarding the proposed transaction. This document is not a substitute for the proxy statement or any other document that Markforged may file with the SEC. The definitive proxy statemen t (if and when available) will be mailed to shareholders of Markforged. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDME NTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRAN SACTION. Investors and security holders will be able to obtain free copies of the proxy statement (if and when available) and other documents containing important information about Markforged and the proposed transaction, once such docu ments are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by the Company will be available free of charge on Mark forged’s website at https://investors.markforged.com/sec-filings. Participants in the Solicitation Nano, Markforged and certain of their respective directors and executive officers may be deemed to be participants in the sol icitation of proxies from Markforged shareholders in respect of the proposed transaction. Information about the directors and executive officers of Nano, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Nano’s Annual Report on Form 20-F for the fiscal year ended December 31, 2023, which was filed with the SEC on March 21, 2024. Information about the directors and executive officers of Markforged, including a d escription of their direct or indirect interests, by security holdings or otherwise, is set forth in Markforged’s proxy statement for its 2024 Annual Meeting of Stockholders, which was filed with the SEC on April 26, 2024 and Markforged’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on March 15, 2024. Other information regarding the participants in the proxy solicitation and a description of their direct and indire ct interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors should read the p roxy statement carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from Nano or Markforged using the sources indicated above.
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3©2024 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. Executive Summary
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©2024 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 4 Nano Delivered on Promises Made to Shareholders. Murchinson Still Offers No Strategy or Business Plan Executive Summary PROMISES MADE. PROMISES DELIVERED. • Realization of a focused M&A strategy that has achieved scale with notable synergies and a clear path to profitability, all with a disciplined approach that positions shareholders for long-term ROI. • Improved business performance with 29% organic revenue growth (FY-’23 vs. FY-’22), 1300 bps increase in gross margin (FY-’23 vs. FY-’22), and 69% reduction in cash burn (H1-’24 vs. H1-’23). • A flexible capital allocation program that included over $160 million in share repurchases. • Instituted important enhancements to our corporate governance, including: − Separated the Chairman and CEO roles − Reduced the size of the Board from nine to eight directors − Continued Board refreshment with the appointment of three new directors since 2022 EXECUTING A FOCUSED VALUE CREATION STRATEGY • Our Board and management team have driven Nano's transformation into a digital manufacturing leader from a niche 3D printing company for electronics. • Acquisitions of Desktop Metal and Markforged that accelerate our path to becoming a digital manufacturing force with $340 million in expected combined revenue based on 2023 and $475 million in cash & cash equivalents expected at close to support growth. • Clear plans with a path to be EBITDA positive by Q4 2026. 1 2
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©2024 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 5 • Accomplished Board consists of eight highly qualified individuals – seven of whom are independent – with diverse skills that align with and support our focus on good governance and realizing our growth and transformation. • Directors targeted by Murchinson, CEO Yoav Stern and General (Ret.) Michael X. Garrett, are critical to the Board’s oversight of our strategy and continued success. − During their tenures, we have advanced our M&A strategy, driven operational efficiencies, delivered strong organic revenue growth, and made significant progress in innovation. • We have the right Board in place to bolster our long-term strategy and deliver value for shareholders. Nano Delivered on Promises Made to Shareholders. Murchinson Still Offers No Strategy or Business Plan Executive Summary MURCHINSON HAS NO STRATEGY AND SEEKS TO DEPRIVE SHAREHOLDERS OF LONG-TERM VALUE CREATION • Murchinson STILL AFTER TWO YEARS has no plan for value creation, no executable ideas, no director candidates with additive skills, and no insight into the business. − The fund’s senior analyst covering the investment testified under oath, "I don't analyze the activity, because I don't understand 3D printing…we really have no idea what is good and what is not good to do here.” • Murchinson proposals would paralyze our strategy, while facilitating its path to gain control of the Company. − Murchinson seeking to prevent us from executing on any M&A transactions above $50 million, including already signed agreements at attractive valuations with Desktop Metal and Markforged. • Murchinson attempting to remove two critical directors in favor of two unqualified nominees as well as de- stagger the Board with the ultimate goal of taking control of Nano. OUR PROGRESS IS A RESULT OF STRONG LEADERSHIP 3 4
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6©2024 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. Promises Made. Promises Delivered.
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©2024 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 7 (32.7%) (18.4%) (86.6%) (65.4%) Nano Dimension Has Outperformed its Peers Consistently Amid Industry Downturn Source: CapIQ as of 10/31/2024: Note: ISS Peer Set consists of 3D Systems, Stratasys, Desktop Metal, Markforged, Prodways Group, Shapeways, Velo3D, Voxeljet. Peer Index is Market Cap weighted. Markforged and Desktop Metal share prices were adjusted to represent the unaffected share price 1-day prior to transaction announcements. 1) Stern was appointed CEO on Dec. 5, 2019. Share Price Performance vs Peers – Last Three Years (100.0%) (80.0%) (60.0%) (40.0%) (20.0%) 0.0% 20.0% Oct-21 Dec-21 Feb-22 Apr-22 Jun-22 Aug-22 Oct-22 Dec-22 Feb-23 Apr-23 Jun-23 Aug-23 Oct-23 Dec-23 Feb-24 Apr-24 Jun-24 Aug-24 Oct-24 (65.4%) ISS Peer Set (86.6%) 1-Year Total Returns 5-Year Total Returns ISS Peer Set (65.5%) (21.9%) ISS Peer Set 3-Year Total Returns Since Stern CEO Appointment (1) ISS Peer Set (64.7%) (28.1%) ISS Peer Set
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©2024 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 8 We Have Demonstrated Our Commitment to Scale Through Incremental Disciplined Acquisitions With Successful Integration, Executing on “Buy And Build” Platform Model in the Nascent Space Building A Leading Digital Industrial Platform Note: (1) Desktop Metal and Markforged acquisitions are expected to close in Q4/2024 and Q1/2025, respectively (2) Based on publicly reported revenue by the respective companies. (3) Based on management forecasts and includes marketable securities. Q2 21 Q4 21 Q1 22 Q3 22 Q3 23 Q3 24 Acq. November ’21 Robotics for Electronics Assembly Acq. July ’22 Precision-Additive Manufacturing Systems for Multi- Materials Acq. Jan ’22 Printing Sub-System Hardware and Software Acq. April ’21 Micro-Additive Manufacturing Systems Acq. July ’22 Precision Industrial Manufacturer Acq. August ’23 Digital Solutions for AM Design and Optimization Acq. April ’21 Deep Learning- Based AI Signed Jul ’24¹ Multi-printing tech AM leader Signed Sep ’24¹ Industrial AM Platform $340M in combined revenue based on 20232 $475M in cash & cash equivalents expected at close³ to support growth
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©2024 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 9 Unwavering Focus on Operational Excellence has Enabled us to Deliver Strong Organic Growth and Meaningful Efficiencies that are Propelling our Drive Towards Profitability Improved Business Performance 29% Organic revenue growth (FY 2023 vs. FY2022) 1300bps Gross margin improvement from 2022 to 2023 69% Net cash burn from H123 to H124 $15m Record quarterly revenue in 2Q24
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©2024 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 10 Balancing Opportunities to Invest in Organic Growth and Transformative M&A with Returning Capital to Shareholders Through Share Repurchase Programs Flexible Capital Allocation Framework Focused on Driving Value Creation Through M&A and Capital Return Over $160M in share buybacks executed since August 2022 over two programs From 2020-2021, Nano Dimension raised nearly ~$1.5bn in a series of 11 capital raises Successfully deployed via three mechanisms R&D and go-to-market Focused M&A Share repurchase programs 1 2 3
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11©2024 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. We Are Executing On Our Value Creation Strategy By Growing Nano Dimension Into A Leading Player In The Digital Manufacturing Space
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©2024 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 12 Nano Dimension Began with a Single 3D Printing Product… Tracing The Development of Nano Dimension 1) Average revenue for the two-years full years pre-COVID (2018 to 2019). ~$6M Avg Annual Revenue1 Technologies Additive inkjet Binder jet DLP FDM ✓ – – – Applications & Materials Ceramic Composite Electronics Metal Metal casting Polymer Micro- polymer – – ✓ – – – –
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©2024 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 13 …We Have Now Built, Developed and Acquired a Full Suite of Digital Manufacturing Solutions A Snapshot of Today Note: Data is Inclusive of Desktop Metal and Markforged acquisitions. 1) Predicted post-closing of Desktop Metal and Markforged transactions revenue, based on 2023 results. Combined Customer Base Technologies with 1000+ Patents Additive inkjet Binder jet DLP FDM ✓ ✓ ✓ ✓ Applications & Materials Ceramic Composite Electronics Metal Metal casting Polymer Micro- polymer ✓ ✓ ✓ ✓ ✓ ✓ ✓ ~$340M Annual Revenue1
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©2024 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 14 Portfolio of Digital Manufacturing Products Aligned with Growth Engines Strong Secular Tailwinds in High Growth Industries 1) IDTechEx - 2022-2032 printed electronics; Hubs 3D Printing Trend Report 2023; ResearchAndMarkets 3D Printing Market 2022 -2030 2) 2023 Precedence Research; Globe Newswire 3) AMPOWER Report 2024 4) “3D Printed Electronics 2023: Market Study & Forecast” Report; Additive Manufacturing Research; 3DPrint.com 2023F ~$20B 2031F $110B+ Total Addressable Market Opportunity(1) 23% + CAGR Total Addressable Market Opportunity(1) 33%+ CAGR growth expected from 2023 to 2032(2) 20%+ CAGR growth expected until 2028(3) 37%+ CAGR growth expected until 2033(4) Industrial AI AM for Metal Applications Additively Manufactured Electronics Nano's High-Growth PortfolioFavorable Trends Re-shoring Manufacturing IP Security Environmental Technology Custom Products Favorable Trends
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15©2024 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. Our Strategy Has Positioned Nano As A Digital Manufacturing Leader
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©2024 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 16 0.0x 5.0x 10.0x 15.0x 20.0x 25.0x 30.0x 35.0x 40.0x Sep-21 Jan-22 May-22 Sep-22 Jan-23 May-23 Sep-23 Jan-24 May-24 Sep-24 Source: Management, FactSet, press releases, and public filings. 1) Assumes the average of maximum expected total consideration of $183m and minimum total consideration of $135m to be paid for Desktop Metal, per public filings. • Our M&A strategy demonstrates strong commitment to creating long-term value for shareholders by prioritizing ROI as evident in the attractive multiples of flagship acquisitions • During the market highs of 2021 into 2022, we made limited acquisitions and demonstrated patience to ensure that cash was held tightly for more attractive future opportunities • The average LTM revenue multiple paid for Desktop Metal and Markforged is 1.1x Acquisition Multiple: 0.9x Acquisition Multiple: 1.3x1 Since the 2021 Capital Raise, We Have Remained Disciplined, Yet Opportunistic Regarding Allocating Capital, Adjusting Deployment to the Evolution of Market Conditions for Optimal Value Creation for Shareholders Disciplined M&A Strategy Set to Drive ROI for Shareholders 3-Year LTM Revenue Multiples of Nano's Acquisitions
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©2024 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 17 Plans to be EBITDA Positive by Q4’26 are Well Underway Disciplined M&A Strategy Growth Margins Operational Improvement Synergies • 8 acquisitions announced since commencing M&A Program • Combined company will have $340mm in revenue based on 20231 Combine Organic and M&A growth to Achieve Economies of Scale • Gross Margin improvement from 21% (1H22) to 54% (1H24) • Acquisition of Markforged with market leading 48% gross margin (in 2023) Increase Gross Margin to Strengthen Financial Performance Progress and Improvement Significant Progress and Improvement Underway • Near-term G&A opportunities consolidating operational footprint • Medium term go-to- market and R&D opportunities • Cash burn decreased 69% from 1H23 to 1H24 Reduce Operating Expenses Integrated Synergy Realization Note: (1) Based on publicly reported revenue by the respective companies.
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©2024 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 18 $35M $77M $80M $340M $488M $628M $2M $3M $1M $475M ($19M) $151M Nano Dimension's Acquisitions of Desktop Metal and Markforged Cements Its Position as an Industry Leader A New Standing as an Industry Leader + + = Pro Forma 2023 Revenue Build1 Old New 1) Pro Forma revenue build calculated using 2023A figures, per public filings. 2) 2023A peer revenue figures per year-end public filings. Cash & cash equivalents and marketable securities net of long -term debt figures per latest publicly available data. Assumes EUR/USD exc hange rate of $1.0651 as of November 11, 2024. New Nano Dimension Asserts Itself as an Industry Leader Amongst Peers2 New Pro Forma 2023E Revenue PF Cash & Cash Equiv. Revenue Cash and Cash Equivalents, Net of Debt ($19M)
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©2024 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 19 Established a Leading Force in Industry 4.0 and Digital Manufacturing AM Leader With Enhanced Size, Scale and Diversification Accelerating Industry Transition to Mass Production Deepening Exposure in Key End Markets, While Enhancing Market Penetration and Diversifying Customer Base Developing Premium, High-Margin Portfolio of AM Solutions With Strong Recurring Revenue Potential Well Capitalized With Strong Financial Profile to Support Path to Profitability and Further Strategic Initiatives
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20©2024 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. Highly Qualified, Independent Board Overseeing Execution Of Focused Strategy To Drive Future Value Creation
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©2024 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 21 Enhanced Corporate Governance in Response to Shareholder Feedback Enhancements Independent, Focused and Accomplished Board Reduced the size of the Board Separated the Chairman and CEO roles Continued efforts to refresh the Board 8 highly qualified directors 7 out of 8 directors are independent 3 directors added within the last year 3.6 years average tenure >93% average attendance of meetings Diverse Skills That align with and support our strategy Directors are receptive and responsive to shareholder feedback
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©2024 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 22 The Board’s Diversity of Background and Expertise are Aligned with the Opportunities Nano’s Directors Collectively Represent the Right Skills to Oversee the Next Phase of Company’s Strategy Skill / Experience # of Directors 2 6 4 5 5 3 4 4 3 Public Company Executive Global Business Experience Public Company Director Industrial Technology Experience Development & Scaling Experience End Market Experience M&A Investment Stewardship Financial and Risk Management Experience Independent DirectorsDirectors Experienced and entrepreneurial leaders with a pedigree of scaling cutting-edge businesses globally Nano Dimension’s positioning in the nascent sector necessitates Directors with expertise scaling businesses at the crossroad of Technology and Industrials sectors Risk management, financial expertise and investor perspective give the Board appropriate tools to oversee strategic decisions in the context of shareholder value creation
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©2024 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 23 88% of the Nano Board Were Added in the Past Five Years; All Directors Have Skills That Support Our Growth Strategy and Objectives That Are Aligned With Shareholders’ Interests Highly Experienced, Refreshed Board Overseeing Transformative Strategy to Drive Value Creation for All Shareholders Ron Elazar Kleinfeld Committee: Audit, ESG*, Independent Brings 25 years of experience as CEO of both private and public companies, including prodigious experience as a director at public companies. Retail expert brings to bear his experience to advise Nano on its evolving industry trends and customer needs. Dr. Yoav Nissan-Cohen, Chairman Committee: Compensation, Independent, Litigation*, M&A and Operation*, Strategy Important insights from almost 40 years of experience inscientific research, tech development, and management as well as vision-based solutions for industrial and military applications. Yoav Stern, Chief Executive Officer Committee: Strategy A seasoned executive with a proven, decades-long track record in operations as CEO and Chairman as well as an active investor in hi-tech companies. Has led the successful execution of Nano’s strategy for the past 4 years. Oded Gera Committee: Audit*, Compensation*, Independent Deep experience in finance, M&A, and strategic advisory, along with his diverse leadership roles, brings a unique perspective and valuable insights to Nano. General (Ret.) Michael X. Garrett Committee: ESG, Independent* Prodigious experience in defense, strategy and planning - skills brought to bear in advising Nano’s defense customers and in the design and execution of our growth strategy. J. Christopher Moran Committee: Audit, ESG, Independent, Strategy* Decades of experience in the electronics industry, as well asdeep visibility into the defense industry – both of which are critical to the execution of Nano's growth strategy. Ambassador Georgette Mosbacher Committee: Compensation, Independent, Litigation Illustrious career as an investor and CEO, combined with time as a U.S. diplomat, gives her a unique ability to represent our organization and ensure Nano is positioned as a global industry leader. Major General (Ret.) Eitan Ben-Eliahu Committee: Independent, Litigation, M&A and Operation, Strategy Deep experience in aerospace and defense – Nano’s largest customer segments,– as well as extensive business acumen, having served in and founded VC and defense solutions businesses. I I I I I I I * Committee ChairAdded in Past Five YearsIndependent Director Added in Past YearI
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©2024 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 24 Executed eight M&A transactions, including two proposed transformational acquisitions. Driven meaningful operational efficiencies while delivering strong organic revenue growth. Implemented significant governance enhancements. Two Nano Directors Being Targeted by Murchinson Are Critical to the Board’s Oversight of Nano’s Strategy and Continued Success Our Current Position Is a Result of Strong Leadership Yoav Stern Chief Executive Officer, Nano Dimension Former CEO of DVTel , Chairman of Bogen Corp Executive Chairman at Kellstrom Aerospace, President of Wordstar Int’l, CEO of ITAC, EGAC Year Appointed to Board: 2021 General (Ret.) Michael X. Garrett Current Director at Textron Inc. Former Commanding General, U.S. Army Forces Command Year Appointed to Board: 2023 During both their tenures, Nano has made significant progress against its strategy. • Seasoned executive with a proven track record spanning decades in operating roles as CEO and Chairman. • Active hands-on investor in hi-tech companies. • Has led execution of Nano’s strategy as CEO for the past four plus years. • Instrumental in the Company’s transformation into a broad digital manufacturing leader. • Invests personally in all companies where he serves. • Distinguished high-level military career. • Brings experience in defense, strategy and planning - important skills in advising service of defense customers and in the design and execution of our growth strategy. • Important voice on governance, integrity, and developing leading talent.
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©2024 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 25 Our Compensation Plan Is to Ensure Compensation Aligns Executive Interests with Shareholders CEO Compensation Is Aligned with Performance • ~90% of CEO’s annual target compensation1 is tied to stock price and financial performance • >50% of CEO’s compensation is tied to critical financial metrics, including revenue growth and gross margin • >70% of CEO’s compensation is tied to equity awards under the 2025-2027 Annual Equity Grant • Stock-price targets must be hit to achieve a one-time special option grant • Special one-time bonus of $1M for achieving milestones related to strategic acquisitions, a critical part of our growth strategy2 • CEO has not received equity grants since commencing service • Cash compensation, which was received until September 2023, was below market • RSUs vest ratably through 2027, encouraging a long-term perspective and enhancing retentive benefits • Unvested PSUs will be forfeited if minimum 75% of targets are not met 1) Annual target compensation includes annual services fee, annual cash target bonus, PSUs and RSUs. Note, it does not include s pecial one-time bonus. 2) 60% of special one-time $1,000,000 bonus is contingent on signing of two merger deals; 10% contingent on the successful deal clo se of Desktop Metal; 10% contingent on the successful deal close of Markforged; 10% contingent on successful integration of D esktop Metal; 10% contingent on successful integration of Markforged. Clear Alignment with Shareholder Interests Pay for Performance Compensation Plan is Based on Peer Company Practice and Advice of Leading Independent Compensation Consultant Aon
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26©2024 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. Bad Actors Seek To Paralyze The Company And Disrupt Our Transformation and Growth With The Ultimate Goal of Liquidating the Business.
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©2024 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 27 Despite Multiple Years Spent Pursuing Nano, the Fund STILL Has Yet to Create the Most Basic of Plans for Value Creation, Providing NO Insight Into the Business and NO Executable Ideas Murchinson's Proposals Are Blatant Effort to Freeze Nano in Place Unqualified Director Nominees Murchinson nominees Ofir Baharav and Robert Pons have dubious track records and NO additive skills, NO strategic plan and NO independence from Murchinson. Proposals to Paralyze Nano Attempt to prevent Nano from executing on any M&A transactions above a collective $50 million, threatening proposed acquisitions of Desktop Metal and Markforged. A proposal deemed ILLEGAL by legal experts and rejected by our Board No Executable Ideas for Value Creation No ideas or plans with regard to Nano's business. Murchinson is fundamentally misaligned with other shareholders and seeks to generate a return only for themselves. Only goal is to liquidate the Company. Oust Leaders with No Replacements ID’d Board members being targeted by Murchinson, CEO Yoav Stern and General Michael Garrett, are critical to the Board's oversight – has expressed demand that Stern exit the company, but has no suitable replacement identified. 131% CAGR Quarterly Revenue Growth Since 2020, (immediately after Mr. Stern became CEO) 8 Acquisitions (including DM and Markforged) 1→ 10+ Product Offering by Number of Manufacturing Solutions (including DM and Markforged) $160m + Returned to Shareholders Nano’s Strategy is Delivering Results Murchinson STILL has NO Value Creation Plan
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©2024 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 28 Despite Shareholders’ Clear Rebuke Last Year, Murchinson is Once Again Attempting to Derail Nano’s Strategy by Nominating Unqualified Candidates Murchinson’s Unqualified Nominees Nominees have NO additive skills, NO strategic plan, and NO independence from Murchinson: Ofir Baharav • Prior Chairman of Nano's Board – his oversight of Nano's strategy led the Company to one of its most dire periods, including being on the verge of chapter 11 bankruptcy in 2020 • Disconnected from the 3D printing industry for the past 4 years • Career riddled with concerns about questionable ethics and failed businesses and disputes with partners and shareholders • Currently serves as CEO of PowerBreezer, a fledgling ventilators manufacturer • Under his leadership, PowerBreezer has failed to meet any of its goals since 2016 – including to IPO • Ousted from XJet, a company he founded, due to conflicts with at least two prominent investors and the co-founder Robert Pons • ZERO experience in industries relevant to Nano Dimension's business • Track record of ineffective stewardship, overseeing value destruction or underperformance at companies while on their boards − During his tenure as Chairman of the Board of SeaChange International, Pons oversaw an 85% decline in share price1 • Prominent activist and then-largest SeaChange shareholder repeatedly called for Pons’ replacement, citing substantial value destruction under his leadership • Poor judgment in his associations, including serving as a board designee for the family of a convicted felon who was barred by the SEC from acting as an officer of a public company • Questionable ethics as a board member – oversaw related party transactions that have benefited his activist sponsor at the expense of other shareholders 1) Represents SeaChange's total share price returns from Pons' appointment as chairman of the board, in December of 2019, to his resignation, in July of 2022 .
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©2024 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 29 Murchinson's Irrational Claims Murchinson Claim Murchinson is a bad actor who continues to pursue control of the company and is solely motivated by the pursuit of near-term profit at the expense of other shareholders • Current campaign is a continuation of past bad behavior with the ultimate goal of liquidating Nano • Murchinson agenda items are a blatant attempt to freeze Nano in place as Murchinson seeks to gain control • Murchinson continues to pursue litigation against Nano on its past attempts to gain Board representation – these actions belie the fund’s claims that it’s not trying to gain control and dismantle the company Murchinson’s nominees have dubious track records and no additive skills, no strategic plan and no independence from Murchinson • Ofir Baharav is Nano’s former Chairman – his oversight of Nano’s strategy led the Company to one of its most dire periods – on the verge of Chapter 11 bankruptcy in 2020 • Robert Pons has NO relevant form of industry, managerial or technical experience and the companies of which he has served on the board; track record of ineffective stewardship – his tenure as Chairman of SeaChange saw the stock decline by 85%1 • Mr. Pons has demonstrated questionable ethics as a board member having overseen related party transactions that have benefited his activist sponsor at the expense of other shareholders – including a 1-for-3000 reverse stock split at CCUR Holdings that squeezed out smaller shareholders De-staggering the board is simply a measure to facilitate Murchinson gaining control of nano • Blatant attempt to make it easier to dismantle and liquidate the Company • Classified Board ensures stability and continuity and reduces the risk of attempts to undervalue the Company in a takeover Nano has an independent, highly qualified board that has overseen the company’s transformation into a broad, digital manufacturing leader with expanded capabilities • Board includes 8 highly qualified Directors, 7 of whom are independent, with diverse skills that help support Nano’s growth strategy • Directors being targeted by Murchinson, CEO Yoav Stern and General (Ret.) Michael X Garrett are critical to the Board’s oversight • Nano has been committed to ongoing Board refreshment – 7 of the 8 directors were added in the past 4 years Both acquisitions represent compelling valuations and will accelerate nano’s path to becoming a leader in digital manufacturing • Synergistic acquisitions of Desktop Metal and Markforged at discounted multiples relative to precedent transactions • Desktop Metal and Markforged purchase prices at 0.9x and 1.3x LTM revenue, respectively • Strengthens value proposition and provides Nano with clear path to profitability • The addition of both companies expected to enhance Nano’s financial strength and support further investment in strategic initiatives with the combined companies expected to have approximately $340 million in revenue based on fiscal year 2023 and approximately $475 million in cash, cash equivalents, and marketable securities at the time of expected closing of both transactions SHAREHOLDER VALUE Murchinson wants to create long- term shareholder value INDEPENDENT NOMINEES Murchinson’s nominees are independent with the right skills and experiences to implement solutions to create value GOVERNANCE De-staggering Nano’s Board would be good for governance M&A STRATEGY Nano’s acquisitions of Desktop Metal and Markforged are overpriced and misguided BOARD COMPOSITION Nano’s Board lacks independence and needs refreshment Murchinson Claim The Reality 1) Represents SeaChange's total share price returns from Pons' appointment as chairman of the board, in December of 2019, to his resignation, in July of 2022 .
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©2024 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 30 ©2023 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 30 Vote FOR our Board and Proposals! Protect Your Investment! EXECUTING A FOCUSED VALUE CREATION STRATEGY PROMISES MADE. PROMISES DELIVERED. MURCHINSON HAS NO STRATEGY AND SEEKS TO DEPRIVE SHAREHOLDERS OF LONG-TERM VALUE CREATION OPPORTUNITY NANO'S LEADERSHIP AND BOARD OF DIRECTORS DRIVING OUR PROGRESS 1 2 3 4
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©2024 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 31 VOTE “FOR” all of Nano’s Proposals AGM to be Held Friday, December 6th, 2024 with Voting Cut-Off Sunday, December 1st, 2024 at 11:59 p.m. ET Your vote is important. Voting is easy – you can use any of the methods by following the instructions on your voting instruction form: ELECTRONIC Locate the control number included on your voting instruction form and follow the easy instructions indicated. MAIL Mark, sign and date your voting instruction form and return it in the postage-paid envelope provided. If you vote electronically, you do not need to return your voting instruction form by mail. E-MAIL If you received your proxy materials via e-mail, you can click the “VOTE NOW” button in the body of the e-mail.