附件99.3

nano dimension股份有限公司

2号ILAN RAMON，NESS ZIONA， 7403635以色列

代理人声明书

股东年度大会 股东

将于2024年12月举行

附函的委托人为董事会（以下简称「董事会」）的董事会（以下简称「权益代理」）的nano dimension Ltd.（以下简称「大会」）邀请您参加公司股东年度大会（以下简称「

一旦收到正确填写的授权委托书，其中指定的代表将根据股东填写的授权委托书的指示投票美国存托股（“ADS”，代表公司每股面值为5.00新谢克尔的普通股（“普通股”）的表决权。

法定出席人数

股东人数为两人或更多 以本人或代理人身份出席，持有不低于公司已发行普通股25%的股东，将构成股东大会的法定人数。如果在股东大会召开的半小时内未形成法定人数，会议将须延期，并且延期会议将于当天即2024年12月6日以以色列时间下午3点举行。如果在延期会议召开的半小时内未形成法定人数，出席会议的任何股东以本人或代理人身份将被视为构成法定人数，并有权就召开股东大会的议题进行讨论并作出决议。

弃权票和“代理持股未投票”计入确定法定人数的目的。

所需的过半数

根据以色列公司法5759-1999（以下简称“法律”）的规定，下文描述的1号和2号提案的批准需要出席股东会议的股东的肯定投票，可以是亲自出席也可以通过代理，在持有普通股方面，票数至少应占有关提案实际投票股东所持股票的多数（以下简称“简单多数”）公司法），每一董事员出席讨论的提案1和提案2都需要得到大会股东的肯定投票，可以亲自到场或委托，需要持有相当于有关提案实际投票股东一半以上的普通股的股东投赞成票（以下简称“简单多数”）简单多数”).

每位纳米公司董事候选人或莫奇森公司董事候选人的改选或选举，要求根据提案2，股东投票"支持"这两位董事候选人的选票必须达到多数。获得最多赞成票的两位提名人将被选为I级董事。

根据公司法，后文所述提案3和4的批准，取决于满足前述投票要求，以及以下附加的投票要求之一：(i) 在会议上为该提案投票的股东中，排除弃权的情况，赞成的股份的大部分包括非控股股东和对该提案没有个人利益的股东的选票；或者 (ii) 在该提案中投票反对的股东中，不超过公司总表决权的2%的股份总数（以下简称“特别多数决定”).

针对此目的，“个人利益根据公司法，“ ”被定义为：（1）股东对公司的行为或交易的个人利益，包括 （i）其任何亲属的个人利益（例如上述股东的配偶、兄弟姊妹、父母、祖父母、子孙和配偶的子孙、兄弟姊妹和父母，以及前述任何人所任职的公司的董事或首席执行官拥有其已发行股本或表决权至少5%或具有任命董事或首席执行官的权利的公司的个人利益;以及（iii）透过第三方给予的授权书进行投票的个人的个人利益（即使授权股东没有个人利益），如果授权股东具有个人利益，则代理人的投票将被视为个人利益投票，而不论代理人是否具有表决自由裁量权或否，但（2）不包括仅由持有公司股份而产生的个人利益。

对于此目的，“实际控制股东任何能够直接指导公司活动的股东（除了通过成为公司的董事或职员）。 在公司的“控制手段”之一上，如果一个人单独或与他人一起持有或控制半数以上，他或她被推定为控股股东；在与利害相关方的交易背景下，如果一个股东持有公司25%或更多的表决权，并且没有其他股东持有超过公司50%的表决权，则该股东也被推定为控制股东。"控制手段”被定义为以下任一种：(i) 在公司股东大会上投票的权利，或 (ii) 在公司或其首席执行官的任命权。

对于第3和第4号提案，股东或ADS持有人必须 直接通知公司 在投票之前（或通过代理投票时，在代理卡上注明）确定这样的股东是控股股东还是具有个人利益。如果您认为您或您的关联方是控股股东或拥有个人利益，并希望参与对第3和第4号提案的投票（视情况而定），您应在附上的代理卡上注明您或您的关联方是控股股东或拥有个人利益（如适用），并且还应联系我们的总法律顾问Dotan Bar-Natan先生，电话+972-545-651174，邮箱：dotan.bar-natan@nano-di.com，他将指导您如何提交您对该提案的投票。如果您以“街名”（即通过银行、经纪人或其他代理持有的股份）持有您的股份，并认为您是控股股东或拥有对第3和第4号提案获批的个人利益， 您也可以联系管理您账户的代表，该代表随后可以代表您联系我们的总法律顾问。.

对于下文描述的提案5的通过，需要公司股东大会出席的股东以出席人数或代理投票的方式，以股东大会所代表的选票的70%以上通过。 （一个“70%的多数”).

公司已按结束于2023年12月31日的年度审计基本报表以及2023年度公司年度报告进行了展示和讨论，不需要股东进行投票，因此没有提议的决议。

根据公司法及其制定的法规，公司股东持有公司至少1%的表决权拥有权的股东可以在会议前向公司提交提议的额外议程项目（对于提名或罢免董事的提议额外议程项目，公司表决权至少5%）至董事Mr. Dotan Bar-Natan，公司总法律顾问，电子邮件地址：dotan.bar-natan@nano-di.com，最迟于2024年10月23日。

股东或持有人 任何 ADS 希望就本会议议程项目表达立场，可以提交书面声明（a」位置 声明」) 前往本公司办事处，位于以色列尼斯齐奥纳省伊兰拉蒙 2 号。职位声明 须于二零二四年十一月二十六日之前递交本公司。股东有权直接联络本公司并获得 代理卡和任何立场声明的文本。董事会就职位声明作出回应 不晚于二零二四年十二月二日。任何立场声明或董事会的回应都将向美国证券提交 和交易委员会（」秒」) 关于外国私人发行人表格 6-k 的报告，并将提供给 在证券交易委员会网站 www.sec.gov 上公开。

请注意，公开委任书发布后议程可能会有变动，也可能会发布职位声明。因此，最新议程将在外国私募发行人第6-k表格的SEC报告上提供，并在SEC网站www.sec.gov上向公众公开。

提案 1

批准重新任命 SOMEKH CHAIKIN，以色列会计师事务所KPMG INTERNATIONAL成员，担任独立公众

公司的会计师，并授权董事会判断他们的酬金，直到下一次股东大会。

根据公司法， 重新任命独立公共会计师需要公司股东的批准。

董事会 已授权并批准重新委任成员注册会计师 Somekh Chaikin 会计师（以色列） 毕马威国际（」索梅赫·查金」)，作为本公司独立核数师事务所，直至下一届年度 股东会议并授权董事会决定其赔偿，直至下次股东周年大会。

董事会 认为再次任命Somekh Chaikin为公司的独立审计师是合适的，并符合 公司及其股东的最佳利益。

关于公司及其附属公司在前两个财政年度向Somekh Chaikin支付的费用的额外资讯，请查看截至2023年12月31日年度的公司年度报告20-F表第16C项「首席会计师费用及服务」，并于2024年3月21日提交给SEC。

公司股东敬请通过以下决议：

「决议，通过再次任命Somekh Chaikin为公司独立核数师，直至下一届股东周年大会；并授权董事会判断其资酬，直至下一届股东周年大会。」.”

重新任命Somekh Chaikin需要简单多数肯定票。

The Board of Directors unanimously recommends a vote “FOR” the above proposal.

PROPOSAL 2

TO APPROVE THE RE-ELECTION OR ELECTION, AS APPLICABLE, OF TWO CLASS I DIRECTORS to serve on the Board of Directors

Under the Companies Law and the Company’s Amended and Restated Articles of Association (the “Articles”), the management of the Company’s business is vested in the Board of Directors. The Board of Directors may exercise all powers and may take all actions that are not specifically granted to our shareholders. The Articles provide that the Company may have at least three (3) and not more than twelve (12) directors.

The Board of Directors currently consists of eight (8) directors. The Company’s directors are divided into three classes with staggered three-year terms. Each class of directors consists, as practically as possible, of one-third of the total number of directors constituting the entire Board of Directors. At each annual general meeting of the Company’s shareholders, the re-election of directors will be for a term of office that expires as of the date of the third annual general meeting following such re-election. Therefore, at each annual general meeting, the term of office of only one class of directors expires. Each director holds office until the annual general meeting of the Company’s shareholders in which his or her term expires, unless he or she is removed by a vote of 70% of the total voting power represented at the applicable general meeting of the Company’s shareholders, or upon the occurrence of certain events, in accordance with the Companies Law and the Articles.

According to the Articles of Associations the members of the Board of Directors are divided among three classes as follows:

The Company’s Board Diversity Matrix pursuant to Nasdaq’s Rule 5605(f) is available on the Company’s website at the following address: investors.nano-di.com/governance-1.

The Board of Directors, following the recommendation of the independent directors of the Company (the “Independent Directors”), has approved the nomination of each of the following for re-election as a Class I director – Mr. Yoav Stern and 4-star General (ret.) Michael X. Garrett (the “Nano Director Nominees”). The Board of Directors recommends that shareholders re-elect each of Mr. Yoav Stern and 4-star General (ret.) Michael X. Garrett as Class I directors, each for a three-year term. It is intended that proxies (other than those directing the proxy holders not to vote for the listed nominees or for one of them) will be voted for the re-election, as the case may be, of each nominee as a Class I director. 

On October 23, 2024, the Company received a request letter from Murchinson Ltd. (“Murchinson”) representing Boothbay Absolute Return Strategies, LP, Boothbay Diversified Alpha Master Fund, LP, Nomis Bay Ltd. and BPY Limited (the “Proposing Shareholders”), shareholders of the Company purportedly holding approximately 7.1% of its voting rights, and other ADS holders. The Proposing Shareholders requested to add the election of two director nominees, as alternatives to the Nano Director Nominees, as Class I directors (the “Murchinson Director Nominees”), as an item on the agenda of the Meeting. The Board of Directors determined to include in the agenda of the Meeting the nomination of the Murchinson Director Nominees, as proposed by the Proposing Shareholders.

Nano Director Nominees for Re-election

Each of the Nano Director Nominees, whose professional background is provided below, has advised the Company that they are willing, able and ready to serve as a Class I director if re-elected, as the case may be. Additionally, in accordance with the Companies Law, each of the nominees has certified to the Company that he meets all the requirements of the Companies Law for election as a director of a publicly traded company, and possesses the necessary qualifications and has sufficient time, to fulfill his duties as a director of the Company, taking into account the size and needs of the Company. The Company does not have any understanding or agreement with respect to the future election of either of Mr. Yoav Stern and 4-star General (ret.) Michael X. Garrett.

In addition, the Independent Directors and the Board of Directors have determined that 4-star General (ret.) Michael X. Garrett is independent under the Nasdaq listing standards.

Subject to the re-election of Mr. Yoav Stern and 4-star General (ret.) Michael X. Garrett, they will be entitled to indemnification and release letters as applicable and shall be covered by the Company’s directors and officers insurance, all as previously approved in accordance with the Companies Law and the Company’s compensation policy.

Set forth below is certain biographical information regarding the background and experience for each of the Nano Director Nominees:

Yoav Stern, Chief Executive Officer and Director

Mr. Yoav Stern has served as our Chief Executive Officer (“CEO”) since January 2020. Mr. Stern served as our Chairman of the Board of Directors from May 2021 until September 2023, and has continued to serve on the Board of Directors thereafter. Mr. Stern has been an investor, chief executive officer and/or chairman of hi-tech companies. Mr. Stern has led companies in the fields of software and IT, video surveillance, audio and voice over IP, semiconductors equipment, fiber optics, defense-technologies, communication solutions, aerospace, and homeland security. Mr. Stern spent most of his business career in the United States, running both public and private companies with global operations including in United Kingdom, Germany, Australia, India and Singapore. Since 1997, Mr. Stern has also served as the Co-Chairman of Bogen Communication International and Bogen Corporation, and prior to joining Nano Dimension, from 2011 to 2016, Mr. Stern was the president and chief executive officer of DVTEL Inc., headquartered in New Jersey, USA. Mr. Stern has a B.Sc. in Mathematics and Computer Science, a Diploma in Automation and Mechanical Engineering and an M.A. in International Relations from New York University. Mr. Stern is a graduate of the Israeli Air Force Academy and served as an F-15 Pilot and D. Squadron Commander, as well as the Commander of the Combat Operational Training Unit of the Israeli Air Force.

4-star General (ret.) Michael X. Garrett, Director

4-star General (ret.) Michael X. Garrett has served on the Board of Directors since October 2023. 4-star General (ret.) Michael X. Garrett is a retired United States Army four-star general with nearly 40 years of service, most recently serving as Commanding General, United States Army Forces Command, the largest command in the U.S. Army, from March 2019 until his retirement in July 2022. General Garrett’s 38-year active military career culminated in three years commanding U.S. Army Forces Command and its 750,000 combat and support personnel across the United States, from 2019 to 2022. His earlier command tours include U.S. Army Central and its Army Soldiers serving throughout the Middle East; U.S. Army Alaska; and the U.S. Army’s first Alaska-based airborne brigade, which Garrett established and deployed into Iraq in the mid-2000s. General Garrett served nearly 40 years on active duty as an Infantryman, Paratrooper, and Ranger who ultimately rose to the rank of four-star general as Commander of U.S. Army Forces Command from 2019 to 2022. General Garrett’s military decorations include the Distinguished Service and Defense Superior Service medals; he is also a Distinguished Member of the 75th Ranger Regiment. General Garrett is a member of the board of directors of Textron Inc., First Command Financial Planning, Inc., and Semper Fi & America’s Fund. He is Chairman of the Board of Commissioners for the American Battle Monuments Commission and serves as an Executive in Residence for Fayetteville State University.

Murchinson Director Nominees for Election

The following biographical information regarding the individuals nominated by the Proposing Shareholders for election as Class I directors at the Meeting, is based solely on materials submitted to the Company by the Proposing Shareholders. The Company takes no responsibility for the accuracy or completeness of such information.

Robert (Bob) Pons, age 68, has served as President and Chief Executive Officer of Spartan Advisors, Inc., a management consulting firm specializing in telecom and technology companies, since January 2017. From May 2016 to December 2016, Mr. Pons served as Executive Vice President of PTGi-ICS, a wholly owned subsidiary of HC2 Holdings, Inc. (formerly NYSE: HCHC) (“HC2”) (formerly PTGi Holding, Inc. and Primus Telecommunications Group Inc.)(now Innovate Corp. (NYSE: VATE)), a publicly traded diversified holding company with an array of operating subsidiaries, including telecom/infrastructure, construction, energy, technology, gaming and life sciences. From May 2014 to May 2016, he served as Executive President of Business Development at HC2. From February 2011 to April 2014, Mr. Pons was Chairman of Live Micro Systems, Inc. (formerly Livewire Mobile), a comprehensive one-stop digital content solution for mobile carriers. From 2008 to 2011, Mr. Pons was Senior Vice President, Capital Markets, at TMNG Global (now Cartesian, Inc.), a global consulting firm to technology, media, communications and financial services companies. Prior to this, Mr. Pons served in a number of senior management roles in technology companies, including as President and Chief Executive Officer of Uphonia, Inc. (formerly SmartServ Online, Inc.), a wireless applications service provider, from 2003 to 2007, President of FreedomPay, Inc., a wireless device payment processing company, from 1999 to 2003, and President of Lifesafety Solutions, Inc., a software company catering to 911 call centers, from 1994 to 1999.

Mr. Pons has also served on the boards of more than a dozen publicly traded companies, utilizing his more than 40 years of hands-on operating experience as a CEO and senior executive in high-growth companies and companies in need of turnaround strategies. Mr. Pons currently serves on the Board of Directors of Marpai, Inc. (OTCQX: MRAI), a leading, national third party administrator bringing data drive, value- oriented health plan services to employers that directly pay for employee health benefits, since December 2023. Mr. Pons previously served on the Board of Directors of Seachange International Inc. (formerly NASDAQ:SEAC) (“Seachange”), a global television and video advertising technology company, from February 2019 to July 2022 and as Chairman from November 2019 until he was appointed Executive Chairman from January 2021 until September 2021 and assumed the duties of Seachange’s principal executive officer while the company conducted a search for a new Chief Executive Officer, at which time Mr. Pons continued his prior role as Chairman of Seachange until July 2022. Additionally, Mr. Pons previously served on the Boards of Directors of CCUR Holdings, Inc. (OTCPK: CCUR)(formerly Concurrent Computer Corp), a financial services company, from June 2020 to June 2021 and from July 2012 to December 2018, Alaska Communications Inc. (formerly NASDAQ: ALSK), a telecommunications company, from May 2018 to May 2019, Inseego Corp. (NASDAQ: INSG) (formerly Novatel Wireless), a mobile wireless and cloud solutions company, from October 2014 to October 2019, HC2 from September 2011 to June 2016 and MRV Communications, Inc. (formerly NASDAQ: MRVC), a communications equipment and services company, from October 2011 to August 2017. Mr. Pons also previously served on the Boards of Directors of Arbinet Corporation, Proxim Wireless Corporation, Network-1 Technologies, Inc., and DragonWave-X. Mr. Pons holds a B.A. degree from Rowan University with Honors.

Ofir Baharav, age 56, is a seasoned global executive with extensive experience in the tech industry, including 3D printing, having previously served as Chairman of the Board of Directors of Nano Dimension Ltd. (NASDAQ: NNDM), an additive manufacturing solutions company, from December 2019 to March 2021 and as a director from November 2015 to March 2021. Mr. Baharav currently serves as the Chief Executive Officer of Maxify Solutions, Inc., a global leader in cooling solutions that increase the productivity of both people and assets in the e-commerce fulfillment industry, since January 2022, which he had formed to acquire the assets of SimiGon Inc. and Breezer Holdings LLC (dba Power Breezer), after having served as the Chief Executive Officer of Power Breezer since 2016. Previously, Mr. Baharav served as Vice President, Products of Stratasys Ltd. (NASDAQ: SSYS), a manufacturer of 3D printers, software, and materials for polymer additive manufacturing (“Stratasys”), from 2014 to 2015, where he led the turnaround and redesign of Stratasys’ flagship product. He also previously served as Founder and Chief Executive Officer of XJet Ltd., an advanced manufacturing metal 3D printing company and an innovator in conductive material jetting, from 2007 to 2014, where he led the company from inception to first product sales in less than two years. Prior to that, Mr. Baharav held a number of senior executive positions, including as Executive Vice President, Products, at Credence Systems Corporation (formerly NASDAQ: CMOS)(“Credence”), among other roles, which was the industry’s leading provider of test from design-to-production for the global semiconductor industry, as President of Optonics Inc., a then leading technology supplier of integrated solutions for emission-based optical diagnostics and failure analysis (FA) (which was sold to Credence), and as Founder and President of RelayHealth Corporation, a then leading provider of online physician-patient communication services that was subsequently acquired by McKesson Corporation (NYSE: MCK). Mr. Baharav holds an M.B.A. from Warwick Business School UK and is a retired Air Force officer.

Reasons for Voting FOR the Nano Director Nominees Instead of the Murchinson Director Nominees:

Considerations Against Murchinson Director Nominees:

The shareholders of the Company are requested to elect two directors as Class I directors out of the four director nominees named above, each to serve as a Class I director on the Board of Directors until our 2027 annual general meeting of shareholders and until their respective successors are duly elected and qualified.  Each director nominee shall be voted on separately, as specified below:

“RESOLVED, to re-elect Mr. Yoav Stern to serve on the Company’s Board of Directors as a Class I director of the Company for a three-year term until the Company’s 2027 annual general meeting of shareholders and until he ceases to serve in office in accordance with the provisions of the Company’s Amended and Restated Articles of Association or any law, whichever is the earlier.”

“RESOLVED, to re-elect 4-star General (ret.) Michael X. Garrett to serve on the Company’s Board of Directors as a Class I director of the Company for a three-year term until the Company’s 2027 annual general meeting of shareholders and until he ceases to serve in office in accordance with the provisions of the Company’s Amended and Restated Articles of Association or any law, whichever is the earlier.”

“RESOLVED, to elect Mr. Robert (Bob) Pons to serve on the Company’s Board of Directors as a Class I director of the Company for a three-year term until the Company’s 2027 annual general meeting of shareholders and until he ceases to serve in office in accordance with the provisions of the Company’s Amended and Restated Articles of Association or any law, whichever is the earlier.”

“RESOLVED, to elect Mr. Ofir Baharav to serve on the Company’s Board of Directors as a Class I director of the Company for a three-year term until the Company’s 2027 annual general meeting of shareholders and until he ceases to serve in office in accordance with the provisions of the Company’s Amended and Restated Articles of Association or any law, whichever is the earlier.”

The re-election or election, as applicable, of each of the Nano Director Nominees or the Murchinson Director Nominees as a Class I director, requires the affirmative vote of a Simple Majority and the plurality of the votes cast “FOR” such two director nominees by the shareholders of the Company, meaning that the two nominees that receive the highest number of votes will be elected. The two (2) nominees receiving the highest number of affirmative votes will be elected as Class I directors.

The Board of Directors unanimously recommends a vote “FOR” the re-election of each of the Nano Director Nominees – Mr. Yoav Stern and 4-star General (ret.) Michael X. Garrett – and a vote “AGAINST” the election of each of the Murchinson Director Nominees named above.

The Board of Directors furthermore unanimously recommends that you disregard any proxy materials that you may receive from, or be directed to by, the Proposing Shareholders.

PROPOSAL 3

TO APPROVE AN ANNUAL CASH RETAINER AND EQUITY-BASED COMPENSATION FOR ALL OF THE COMPANY’S NON-EXECUTIVE DIRECTORS, AND TO APPROVE AN AMENDMENT OF THE COMPANY'S COMPENSATION POLICY ACCORDINGLY

Background and Rationale for Non-Executive Directors’ Compensation

In early 2020, due to the Company being under financial distress, the Board has initiated a resolution to eliminate cash compensation to the Company’s directors. Furthermore, equity compensation that has been granted to members of the Board of Directors since has not been properly adjusted to the market rate. As a result, the directors of the Company that have been serving between one (1) to four (4) years on the Board of Directors have not been properly compensated for their services to the Company. The current arrangement only includes reduced equity-based awards, which fits a company that was less than 5% of the Company’s size today in revenue, and a similar proportion in personnel and business scope.

In addition, and in accordance with feedback received from the Company’s shareholders, and a deliberative process by the Board of Directors and after consultation with certain corporate governance advisors retained by the Compensation Committee of the Board of Directors (the “Compensation Committee”) and the Board of Directors and documented research, since September 2023, the Company announced several corporate governance enhancements to further align the Company’s profile with international standards and best practices, which included reduction in the size of the Board of Directors from nine (9) directors to eight (8) directors, out of which seven (7) are independent directors.

On October 14, 2024 and on October 15, 2024, the Compensation Committee and the Board of Directors, respectively, determined that our non-executive directors compensation, as determined and detailed in the Company’s compensation policy (the “Policy”) was mis-aligned to the market in terms of both the quantum and framework of the overall compensation.

Overview of Non-Executive Directors Compensation Approach

Our compensation methodology is to provide a moderate, fixed and predictable annual compensation, while putting a greater emphasis on performance-based and variable compensation – comprised of equity – thereby aligning our non-executive directors’ interests with those of our shareholders. We believe that our compensation proposal for non-executive directors will be effective in incentivizing achievement of key strategic objectives (operational and market based) which will result in long-term sustainable shareholder value, while keeping our director compensation packages competitive with the practices applied by other companies in our Peer Group (see Peer Group methodology under “Peer Study as a Reference Point” below).

Aon plc – Independent Compensation Consultant

The Compensation Committee recognizes the importance of obtaining objective, independent expertise and advice in carrying out its responsibilities. The Compensation Committee and the Board of Directors each have the power to retain an independent compensation consultant to assist them in the performance of their duties and responsibilities.

The Compensation Committee has engaged Aon’s Human Capital Solutions practice, a division of Aon plc (“Aon”), as an independent, external consultant, to provide it with advice related to our executives and directors, including for the purposes of this Meeting, and to assist in the design, formulation, analysis, and implementation of our compensation program. The information provided by Aon relating to the compensation practices of peer companies aids the decision-making process of the Compensation Committee and the Board of Directors and supports our ability to inform the shareholders of the Company’s relative positioning on compensation.

Peer Study as a Reference Point

In order to determine appropriate compensation packages for our non-executive directors, the Compensation Committee and the Board of Directors reviewed a comprehensive compensation benchmark analysis conducted by our independent compensation advisor, Aon, of peer company data. Due to the international talent pool within which the Company competes, and the prominence of the U.S. market for our products, the Company’s increasing presence in the U.S. market given recent acquisition activity and the sources of talent there, a market reference peer group of other U.S.-based companies listed on either the Nasdaq Stock Market or the New York Stock Exchange was created in order to determine compensation benchmarks for our non-executive directors. The peer group was constructed around a set of carefully chosen parameters which included companies that (the “Peer Group”):

The Peer Group was approved by the Compensation Committee and the Board of Directors.

Directors’ Compensation component in the Company’s Compensation Policy

Market analysis determined that the current structure for directors’ compensation was delivering compensation significantly below the 25^th percentile of our Peer Group in addition to offering no cash compensation (a practice adopted by only 4% of our peers).

Proposed Non-Executive Directors’ Compensation

On October 14, 2024 and on October 15, 2024, the Compensation Committee and the Board of Directors, respectively, approved and recommend to the Company’s shareholders to enable Company’s current and future non-executive directors to receive compensation in the form of cash in addition to increasing the maximum restricted share units (“RSU”) award available to our non-executive directors, all as set forth below (the “Proposed Non-Executive Directors’ Compensation”), and to amend the Company’s compensation policy accordingly (the “Amended Policy”):

Overall, these changes, would position the average compensation received per non-executive director at the Peer Group 25^th – 50^th percentile.

Subject to the approval of the Proposed Non-Executive Directors’ Compensation, the one-time grant for new non-executive directors upon election or appointment (as specified in the Policy) will be canceled.

Exhibit A sets forth the Amended Policy to reflect the above changes.

Conclusions and Recommendations

The Compensation Committee and the Board of Directors believe that providing an annual cash retainer to our non-executive directors would serve to continue to attract and retain qualified directors with the appropriate skills and experience to provide robust independent oversight. The Compensation Committee and the Board of Directors believe that increasing the RSU amounts for non-executive directors is fair and reasonable considering all the relevant circumstances relating to the Company’s affairs, the nature, extent and liabilities associated with service as a non-executive director or otherwise by reference to prevailing corporate governance standards and practices.

Therefore, the Compensation Committee and the Board of Directors consider it appropriate that all of our non-executive directors, either currently serving or who will be appointed or elected in the future, be compensated, through a compensation mechanism that will take into account the time, attention and expertise required by such directors, and that will serve to attract directors with the appropriate skills and experience applicable to the Company’s industry and needs.

The Proposed Non-Executive Directors’ Compensation exceeds the limitations of the Policy. Accordingly, the Compensation Committee and the Board of Directors have considered all relevant considerations and discussed all matters required under the Companies Law and the regulations promulgated thereunder, including, among others:

Accordingly, the Compensation Committee and the Board of Directors determined that granting our non-executive directors annual cash retainer, and increasing their RSU amounts, while exceeding the limitations of the Policy, is necessary and in the Company’s best interest.

The shareholders of the Company are requested to adopt the following resolution:

“RESOLVED, to approve an annual cash retainer and equity-based compensation for all of the Company’s non-executive directors, and to approve an amendment of the Company’s compensation policy, as set forth in the Proxy Statement.”

The above resolution requires the affirmative vote of a Special Majority.

The Board of Directors unanimously recommends that the shareholders vote “FOR” the above proposal.

PROPOSAL 4

TO APPROVE THE COMPENATION TERMS OF THE COMPANY’S CHIEF EXECUTIVE OFFICER, MR. YOAV STERN

Mr. Yoav Stern serves as the Company’s CEO. Until September 7, 2023, Mr. Stern was compensated in accordance with the Amended and Restated Management Services Agreement (as adjusted to currency exchange ratios), approved by the Company’s shareholders on July 7, 2020, through his fully owned entity, DoubleShore Inc. (the “Previous Agreement” and “Mr. Stern”, respectively). Since the Previous Agreement has expired, Mr. Stern has continued to provide his full services as a CEO, due to his strong belief in the Company’s current and future value, for the benefit of the Company’s shareholders, including Mr. Stern himself.

From September 2023 to date, Mr. Stern has served in a position of CEO and director of the Board of Directors, without being compensated.

The Previous Agreement was signed with Mr. Stern for services to be supplied by him as a non-director CEO of the Company. Fourteen months later, Mr. Stern was asked to join the Board of Directors and become its chairman. Mr. Stern didn’t received any additional compensation or any other benefit after these additional two positions.

The Board of Directors believes that Mr. Stern performance in his role as CEO, and later as CEO and Chairman exceeded all their expectations. In his first six months in office in 2020, working under a temporary contract at a reduced salary as CEO, Mr. Stern helped keep the Company from probable bankruptcy, during the Covid-19 pandemic. Mr. Stern later changed and developed the Company’s strategy and contributed to its growth in revenues from 2021 to 2023 by approximately 1100%, while improving gross margins, leading the Company in six acquisitions, driving an organic growth of approximately 30% to 45% during 2023, and raising the capital needed to perform all of the above, as well as other contributions to the Company’s business model and growth strategy. During the same period the Company’s personnel grew from 75 to 550, performing research and development, manufacturing and go-to-market functions in the United Kingdom, the Netherlands, Switzerland, Germany, the United States and Israel. The Company’s portfolio has grown from one to over 15 new product lines.

Furthermore, Mr. Stern has been actively pursuing several acquisitions during the last 24 months, two of the largest of which have been signed over the last 60 days after two years of negotiations which resulted in significant reductions of the purchase price. These two transformative acquisitions of Desktop Metal and Markforged, have been signed and are expected to close by the end of 2024 and the first quarter of 2025, respectively. The Markforged and Desktop Metal acquisitions are important steps in the Company’s ambitious and focused long sought after mergers and acquisitions (M&A) strategy to create a substantial market leader in additive manufacturing.

The addition of both companies at compelling valuations accelerates the Company’s path to becoming a leading force in industry 4.0 and digital manufacturing and we believe will further strengthen the Company’s value proposition for shareholders, customers and employees. Following the closing of both the Desktop Metal and Markforged transactions, the Company is expected to be one of the three largest independent public 3D printers’ manufacturers in the western world. In addition, the Company now has a strong financial profile and far better cash reserves than its competitors, that can support further investments in strategic initiatives amidst a rapidly evolving and fragmented industry, while maintaining a clear path to profitability.

Mr. Stern has spent most of his career as an active chairman and/or chief executive officer of American companies, leading processes of ‘turning them around’, converting them into profitable and growing businesses, creating attractive return to investors. We expect this track record to be manifested over the next few years effecting the integration of the said acquired companies and the growth and future potential profitability of the combined company.

Accordingly, on October 14, 2024 and on October 15, 2024, the Compensation Committee and the Board of Directors, respectively, approved and recommend that the shareholders of the Company approve new compensation terms for Mr. Stern, as detailed below.

Background and Rationale for Mr. Stern’s Proposed Compensation

Overview of Executive Compensation Approach

We intend to provide a mix of compensation that supports a pay-for-performance culture and encourages the retention of key executives who contribute to our corporate results. Our compensation methodology is to provide a moderate, fixed and predictable base salary, while putting a greater emphasis on variable compensation – comprised of cash bonuses, and, to a greater extent, equity – to promote the achievement of critical corporate goals and thereby align our management’s interests with those of our shareholders. We believe that our compensation proposal will be effective in incentivizing achievement of key strategic objectives (operational and market based) which will result in long-term sustainable shareholder value, while keeping compensation packages competitive with the practices applied by other companies in our Peer Group.

Aon plc – Independent Compensation Consultant

As discussed in Proposal No. 3 above, the Compensation Committee engaged Aon to provide it with advice related to our executives and to assist in the design, formulation, analysis, and implementation of our compensation program. The information provided by Aon relating to the compensation practices of peer companies aids the decision-making process of the Compensation Committee and the Board of Directors and supports our ability to inform our shareholders of the Company’s relative positioning on compensation. The Compensation Committee and the Board of Directors make the final decisions relating to annual executive compensation in reliance on various considerations, including the information provided by Aon, as applicable, with a focus on overall Company performance and the individual performance of our executives.

In particular for this proposal, chief executive officer compensation and chief executive officer contract data was collected and analyzed by Aon from the Peer Group identified using the criteria above. The Compensation Committee and the Board of Directors took both the market data and Aon’s advice into account when determining the proposed compensation terms but made its own independent decisions. One of the key focuses of the Compensation Committee and the Board of Directors was to ensure the compensation package was both market-aligned and had a strong link to performance.

Peer Study as a Reference Point

In order to determine appropriate compensation terms for the Company’s CEO, the Compensation Committee and the Board of Directors reviewed a comprehensive compensation benchmark analysis conducted by our independent compensation advisor, Aon, of peer company data. Due to the international talent pool within which the Company competes, and the prominence of the U.S. market for our products, the Company’s increasing presence there given recent acquisition activity and the sources of talent there, a market reference peer group of other U.S.-based companies listed on either the Nasdaq Stock Market or the New York Stock Exchange was created in order to determine compensation benchmarks for the Company’s CEO. The peer group was constructed around a set of carefully chosen parameters which included companies that (the “Peer Group”):

Performance as a Key Consideration in Annual Compensation Review

The Compensation Committee and the Board of Directors review executives’ performance on an annual basis and are presented with the achievement of the specific performance goals that were determined by our CEO for each executive (in accordance with the Policy) at the beginning of the previous year. A similar performance review will be used by the Compensation Committee and the Board of Directors to determine the extent to which the CEO has earned his performance-based, variable cash and equity compensation for the previous fiscal year. Further, the performance evaluation serves as a key factor in considering potential updates of an executive’s compensation package.

Each year, the Compensation Committee and the Board of Directors discuss, based on our CEO’s recommendation, the financial and/or strategic goals applicable to the executives’ performance-oriented, variable compensation, based on the Company’s operating plan for that year and its strategic goals for the upcoming years. These quantitative and, to a lesser extent, qualitative goals are assigned to each executive as part of their annual bonus plan, and a composition of different key, measurable and pre-determined performance indicators for the Company are designated as performance criteria for the purposes of the executive annual bonus granted by the Company. All goals are designed to align executive pay with the Company’s medium- or long-term performance, promote successful achievement of critical milestones in the Company’s growth and the execution of its strategy, thereby supporting the increase of Company and shareholder long-term value.

Compensation Objectives

In order to accomplish our key corporate objectives, we must attract, motivate and retain highly skilled and experienced people to execute our corporate strategy and lead our team. To that end, our executive officer compensation program is designed to:

Compensation Methodology Generally

Based on the foregoing considerations, our Compensation Committee and the Board of Directors designed compensation for our CEO, which includes a long-term incentive component in the form of equity awards. Based on consultation with Aon, this program has a strong link to long-term operational performance.

Methodology

We believe that the proposed CEO compensation structure and components reflect a strong performance-based aspect, market practice and good governance. The proposal uses compensation as a strategic and valuable tool that helps ensure executive incentives are directly tied to creating long-term company value. Our Compensation Committee and the Board of Directors believe the proposed compensation terms, which stem from our executive compensation methodology described above, have been designed to align a significant portion of the CEO compensation with shareholder interests and long-term Company value creation. To ensure that the vast majority of Mr. Stern’s compensation is directly tied to building long-term shareholder value and aligned with shareholders, the Compensation Committee and the Board of Directors have determined that:

When determining the proposed compensation terms, the Compensation Committee and the Board of Directors considered an independent compensation analysis prepared by Aon to ensure that the service terms and compensation terms provide a framework that tie realized pay to Company performance, promote executive-shareholder alignment on achieving long-term Company success and allow for the CEO’s compensation to remain appropriate and competitive relative to market practices in similar companies, and in a changing market environment.

Mr. Stern’s Proposed Compensation

Following a review of Mr. Stern’s previous compensation (before September 2023) relative to the market, and in order to align his services’ terms with market practices for other chief executive officers in our Peer Group, shareholders are asked to approve the following (“Mr. Stern’s Proposed Compensation”):

Annual Services Cash Fee

In consideration for Mr. Stern’s services as CEO, as of January 1, 2025, Mr. Stern will be entitled to an annual services fee of $685,000 (the “Annual Services Fee”). The Annual Services Fee is in accordance with the Policy’s annual cost threshold for a non-Israeli based CEO.

Annual Cash Target Bonus

In consideration for achieving annual targets, Mr. Stern will be entitled to an annual cash target bonus of up to 150% of the Annual Services Fee (the “Annual Cash Target Bonus”). The Annual Cash Target Bonus is in accordance with the Policy.

In accordance with the Company’s compensation methodology, 60% of Mr. Stern’s total annual cash payments (Annual Services Fee and Annual Cash Target Bonus) as specified above is derived from variable, performance-based compensation. The majority of his variable cash compensation will be subject to the achievement of certain, objective pre-established quantitative performance goals and objectives that are viewed by the Compensation Committee and Board to be key components in the Company’s medium- and long-term success.

The Compensation Committee and the Board of Directors recognizing the structure of the Annual Cash Target Bonus has decided to create through it an opportunity to motivate the CEO for over-performance. Hence, the performance metrics assigned to the target bonus have been designed to motivate the CEO to expand performance beyond the budgeted target.

For every fiscal year, the Company intends to rely on a mix of revenues and gross margin and similar criteria in accordance with the guidelines of the Policy (as may be amended from time to time), with final threshold target and expanded budget measurable goals to be ratified by the Compensation Committee and the Board of Directors in the first quarter of each year, in accordance with the Policy.

There is no individual or qualitative component to the bonus score - all pay-outs will be based on objective financial metrics. Should Mr. Stern fail to achieve associated targets, the final achievement payout will be based on a linear calculation of actual achievement relative to the target.

2025-2027 Annual Equity Grant (the “2025-27 RSU/PSU Award”).

As is customary for executives, particularly chief executive officers, a large portion of compensation packages are delivered via annual equity in order to align the chief executive officer’s interest with that of shareholders and in addition to act as a useful tool in driving specific long-term strategic company targets. Based on peer company practice and the advice of Aon, our independent consultant, the Compensation Committee and Board have approved an equity award as detailed below, retaining a strong link to performance.

Terms of 2025-27 RSU/PSU Award

If the 2025-27 RSU/PSU Award is approved by the Company’s shareholders, the 2025-27 RSU/PSU Award would be awarded on the date of the Date of Grant, and would be made under the terms of the Nano Dimension Ltd. Employee Stock Option Plan (2015) (the “Plan”) and applicable award agreements.

Value of the 2025-27 RSU/PSU Award

At this critical moment on our path of growing our business and reinforcing our market position, our Compensation Committee and the Board of Directors sought to incentivize our CEO to continue driving long-term shareholder value creation and providing strong leadership for the Company.

The CEO had not received equity grants since commencing service, and cash compensation (which he received only until September 2023) was below market. The Compensation Committee and the Board of Directors engaged in a thorough and comprehensive process to develop an appropriate package, including meaningful equity incentives.

The Compensation Committee and the Board of Directors determined that, in order to immediately and strongly align the interests of our CEO with those of our Company and shareholders, and bearing in mind that the CEO has not received any equity compensation during his tenure with the Company to date, an initial grant intended to cover a three-year period is appropriate. There will be no further annual equity grants for 2026 or 2027. After reviewing the Peer Group data and Aon’s independent analysis, the Compensation Committee determined that, the appropriate value of the 2025-27 RSU/PSU Award should be $4.5 million for each year (2025-2027), assuming achievement of the performance-based restricted share units (“PSU”) performance goals at target level. Pursuant to Aon’s independent analysis, the value of the 2025-27 RSU/PSU Award, assuming achievement of all PSU performance criteria at target level, reflects the 50^th – 60^th percentile level compared with an annual grant for other chief executive officers in our Peer Group.

The 2025-27 RSU/PSU Award will be split as 50% PSUs and 50% RSUs. These vehicles are balanced with the performance-based options being granted (as described below), for a healthy diversification of equity vehicles. (These vehicles are balanced with the performance-based options being granted, for a healthy diversification of equity vehicles).

The proposed 2025-27 RSU/PSU Award, assuming achievement of target level performance, is as follows:

Performance Period and Criteria

The Compensation Committee views it as vital to tie the vesting of the PSUs to the most critical operational priorities of achievement of revenue and gross margin goals, but with the current level of acquisition activity and potential future changes, it would be extremely difficult to develop three-year financial projections, As such, annual performance periods are being used. PSUs will be divided into three tranches with each tranche subject to an annual performance period with the first tranche measured over January 1, 2025 to December 31, 2025, the second from January 1, 2026 to December 31, 2026 and the third from January 1, 2027 to December 31, 2027.

The performance criteria will be relative to the budget goals for annual revenue (for top line growth), gross margin (as a measure of profitability), and other measurable criteria, all of which are viewed as key factors in our long-term success. The achievement rate that would entitle Mr. Stern to earn 100% of the PSUs granted will require performance in line with the fiscal year 2025, 2026 and 2027 revenue, gross margin and other measurable budget targets (as will be determined by the Compensation Committee and the Board of Directors). These budgets, and thus the associated targets, will be set in the first quarter of the relevant year by the Compensation Committee and the Board of Directors as part of the regular budget approval process.

The number of PSUs to be earned, if any, will be based on performance and will be determined linearly, based on a straight-line interpolation between the applicable performance levels. Threshold performance levels of 75% of target will entitle Mr. Stern to 75% of the PSUs and maximum performance levels of 125% or more of target will entitle Mr. Stern to 125% of the PSUs for each year (see footnote 1 above).

 Any level of performance below the threshold of 75% for each tranche will result in the unvested PSUs in that tranche being forfeited.

Vesting Terms

Special one-time bonus in connection with Two Strategic Acquisitions

The Compensation Committee and the Board of Directors also approved and recommend that shareholders approve a special one-time bonus. The value of this special one-time cash award is deemed to be $1.0 million (the “Special Cash Bonus”), split into four (4) tranches which are contingent on the achievement of certain milestones (i.e., are based on performance accomplishments). The tranches are split as follows:

A key component of our strategy is to acquire leading companies which by merging their operations, we aim to achieve synergies that would create a market leader. In parallel, we believe that this process should improve profitability, and would enable a business model which is sustainable and poised for further expansion. The assembly of businesses in a synergistic manner will best position us for future industry leadership. Executing complex transactions that involve the acquisition of significant market players, requires the efforts of a fully motivated CEO with deep industry experience and extensive leadership skills.

In addition, the merging of acquired businesses into a successful growing entity, is in crucial need for the expertise and experience of our CEO in crisis management and his turn-around track record. To motivate our CEO to deliver on the full potential of our strategic business plan as described above, the Compensation Committee made awards of performance-based cash payments.

The Compensation Committee and the Board of Directors recognize that the Company is at a pivotal moment. We are committed to broadening our business infrastructures and merging them synergistically into one profitable growing entity, adding to our capabilities and strength.

Because of the vital importance of successfully executing the transactions necessary to enhance our products and services portfolio in a way designed to create value, the Compensation Committee sought to directly tie a targeted element of incentive compensation to these acquisitions. As such, the Compensation Committee and the Board of Directors proposed performance awards to the CEO, intended to motivate and align him with this key aspect of the above-mentioned corporate strategy. The Compensation Committee and the Board of Directors believe these performance-based awards will significantly contribute to driving the Company’s transformation and position it for future shareholders value creation.

One-time special option award.

At the Date of Grant, following shareholder approval, Mr. Stern will be intitled to a special one-time option grant which will consist of options to exercise to up to 3,400,000 Ordinary Shares, which includes a 50% allocation to performance-based options and 50% to time-based options (the “Option Award”).

In particular, 50% of the options will be exercisable subject to paying an exercise price which will be calculated according to the average closing ADS price of the last 30 days before the last approval required for the Option Award (the “Exercise Price”).

The performance-based options entitlement shall be split into four tranches and structured as follows:

The exercise period of the Option Award (the “Exercise Period”) and all other terms of the Option Award will be in accordance with the Plan. The targets for the Option Award may be achieved at any time during the Exercise Period.

The Option Award is made in order to immediately bring the interests of the CEO into strong alignment with the interests of the Company and our shareholders. The Compensation Committee sought to make a grant of equity to accomplish this.

The Compensation Committee and the Board of Directors have approved this award in order to immediately bring the interests of the CEO further into strong alignment with the interests of the Company and our shareholders, on the basis that significant ADS price growth, which will be shared by all of the Company shareholders, must be achieved in order for Mr. Stern to realize any meaningful value.

Despite the time-based nature of Tranche 4, the CEO must deliver an ADS price increase in order for this award to deliver any value, given the nature of options as an equity vehicle. Therefore, despite the fact that there is no specific performance metric assigned to these options, the Compensation Committee and the Board of Directors recognize that these options nevertheless require share price appreciation to have any value.

Severance and Termination Provisions (the “Termination Fees”).

To reflect Mr. Stern’s position of CEO, the Compensation Committee and the Board of Directors are proposing terms to bring the treatment upon the occurrence of certain termination events into closer alignment with customary market practice and provide robust protections to retain the CEO through a critical period for the Company, specifically:

Mr. Stern will be entitled to: (1) 18 months severance, including Annual Services Fee and annual bonus for that period; and (2) full vesting acceleration of all outstanding 2025-27 RSU/PSU Awards and Option Award.

Mr. Stern will be entitled to: (1) 24 months severance, including Annual Services Fee and annual bonus for that period; and (2) full vesting acceleration of all outstanding 2025-27 RSU/PSU Award and Option Award.

For the purpose of Termination Fees:

“Good Reason” means: A material reduction in the scope of authorities and responsibilities of Mr. Stern, including but not limited to reduction in title, change in reporting structure or, removal from the board or no longer providing service as a board member or not being renominated as a director without the consent of Mr. Stern.

“Change of Control” means: (A) the sale of substantially all of the Company’s assets ;or (B) the sale of more than 50% of the outstanding share capital of the Company; or (C) upon a change of 50% or more of the board members within a period of 12 months without the consent of Mr. Stern; or (D) a merger between the Company and any other entity that results in changing the ownership of the surviving entity in such a way that the shareholders of the Company immediately prior to such transaction shall hold less than 50% of the issued and outstanding share capital of the surviving entity immediately following such transaction.

Insurance, Indemnification and Exculpation.

Mr. Stern will continue to be entitled to the same insurance, indemnification and exculpation arrangements, as are currently in effect for all of the Company’s other officers and directors.

Term.

Mr. Stern’s Proposed Compensation will be effective as of the last required approval for Mr. Stern’s Proposed Compensation, for a period of three years, and in accordance with applicable law.

Conclusions and Recommendations

Mr. Stern’s Proposed Compensation is in accordance with the Policy, other than regarding the ratio between maximum value of the variable compensation components and the total fixed compensation on an annual basis, Special Cash Bonus and Termination Fees. Accordingly, the Compensation Committee and the Board of Directors recommend to the shareholders to approve Mr. Stern’s Proposed Compensation, for the following reasons:

Accordingly, the Compensation Committee and the Board of Directors determined that approving Mr. Stern’s Proposed Compensation, is in the best interest of the Company and our shareholders as they promote the Company’s objectives, business plan and long-term strategy by creating appropriate incentives for our CEO, while taking into consideration the size and nature of operations of our Company, as well as the competitive environment in which we operate, and cognizant of the dilutive effects on our shareholders. The proposed CEO compensation terms appropriately link Mr. Stern’s compensation to shareholder value creation and demonstrate a progressive, cutting-edge approach to executive compensation.

Based on the market benchmarks and overall Company performance, the Compensation Committee and the Board of Directors proposed a performance-contingent award in a competitive quartile of our peers, aligned to a pay-for-performance mindset. Whilst the positioning overall is competitive, Mr. Stern will need to meet a significant number of performance criteria to realize the full value of the award with 53% of the proposed compensation terms being performance linked.

The shareholders of the Company are requested to adopt the following resolution:

“RESOLVED, to approve the compensation terms of the Company’s Chief Executive Officer, Mr. Yoav Stern, as set forth in the Proxy Statement.”

The above resolution requires the affirmative vote of a Special Majority.

The Board of Directors unanimously recommends that the shareholders vote “FOR” the above proposal.

PROPOSAL 5

TO AMEND ARTICLE 39 OF THE COMPANY’S AMENDED AND RESTATED ARTICLES OF ASSOCIATION

On October 23, 2024, the Proposing Shareholders requested the shareholders of the Company to adopt the following resolution at the Meeting:

“RESOLVED, that Article 39 of the Company’s Articles of Association is hereby amended and restated to read as follows:

“(a) Except for the External Directors, if any (who shall be elected and serve in office in strict accordance with the provisions of the Companies Law, if so required by the Companies Law), Directors shall be elected at a General Meeting and shall hold office until the next Annual General Meeting held following their election and until their successors have been duly elected and qualified or until such earlier time as such Director’s office is vacated.

(b) Prior to every General Meeting of the Company at which Directors are to be elected, the Board of Directors (or a Committee thereof) may select, by a resolution adopted by a majority of the Board of Directors (or such Committee), a number of Persons to be proposed to the Shareholders for election as Directors at such General Meeting (the “Nominees”).

(c) Any Proposing Shareholder requesting to include on the agenda of a General Meeting a nomination of a Person to be proposed to the Shareholders for election or appointment as Director (such person, an “Alternate Nominee”), may so request provided that it complies with this Article 39(c) and Article 25 and applicable law. In addition to any information required to be included in accordance with applicable law, such a Proposal Request shall include information required pursuant to Article 25, and shall also set forth: (i) the name, address, telephone number, fax number and email address of the Alternate Nominee and all citizenships and residencies of the Alternate Nominee; (ii) a description of all arrangements, relations or understandings between the Proposing Shareholder(s) or any of its affiliates and each Alternate Nominee; (iii) a declaration signed by the Alternate Nominee that he consents to be named in the Company’s notices and proxy materials relating to the Annual General Meeting, if provided or published, and, if elected, to serve on the Board of Directors and to be named in the Company’s disclosures and filings; and (iv) a declaration signed by each Alternate Nominee as required under the Companies Law for the appointment of such an Alternate Nominee. The Company shall be entitled to publish any information provided by a Proposing Shareholder pursuant to this Article 39(c) and Article 25, and the Proposing Shareholder shall be responsible for the accuracy and completeness thereof.

(d) The Nominees or Alternate Nominees shall be elected or appointed by a resolution adopted at the General Meeting at which they are subject to election or appointment.

(e) Notwithstanding anything to the contrary in these Articles, the election, qualification, removal or dismissal of External Directors (if any) shall be only in accordance with the applicable provisions set forth in the Companies Law.

(f) Directors whose terms of office have expired or terminated may be re-elected. The aforesaid will not apply to External Directors (if any), whose reappointment shall be in accordance with the provisions of the Companies Law and the regulations promulgated thereunder.

(g) For the sake of clarity, with respect to the Annual General Meeting to be held in 2024 (the “2024 AGM”), the following shall apply: (i) any Directors elected by the Shareholders at the 2024 AGM, whether as Class I directors or otherwise, shall hold office until the next Annual General Meeting and until their successors have been duly elected and qualified or until such earlier time as such Director’s office is vacated, and (ii) any other Directors shall, unless removed prior thereto, hold office until the next General Meeting and until their successors have been duly elected and qualified or until such earlier time as such Director’s office is vacated.””

The amendment of Article 39 of the Articles requires the affirmative vote of a 70% Majority (as defined above).

The Board of Directors unanimously recommends a vote AGAINST the above proposal.

Your vote is important! Shareholders are urged to complete and return their proxies promptly in order to, among other things, ensure action by a quorum and to avoid the expense of additional solicitation. If the accompanying proxy is properly executed and returned in time for voting, and a choice is specified, the shares represented thereby will be voted as indicated thereon. EXCEPT AS MENTIONED OTHERWISE IN THIS PROXY STATEMENT, IF NO SPECIFICATION IS MADE, THE PROXY WILL BE VOTED IN FAVOR OF THE PROPOSALS DESCRIBED IN THIS PROXY STATEMENT.

Proxies and all other applicable materials should be sent to the Company’s office at Ilan Ramon 2, Ness Ziona.

DISCUSSION OF THE COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED
DECEMBER 31, 2023 AND ANNUAL REPORT FOR THE YEAR 2023

Pursuant to the Companies Law, the Company is required to present for discussion the Company’s audited financial statements for the year ended December 31, 2023 and annual report of the year 2023, to the Company’s shareholders.

The financial statements and annual report on Form 20-F for the year ended December 31, 2023², filed with the SEC on March 21, 2024, are available on the Company’s website at the following address:

https://investors.nano-di.com/financial-info

At the Meeting, shareholders will have an opportunity to review, ask questions and comment on the Company’s audited consolidated financial statements for the year ended December 31, 2023 and annual report for the year 2023.

This agenda item will not require a vote by the shareholders, and accordingly there is no proposed resolution.

ADDITIONAL INFORMATION

The Company is subject to the informational requirements of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable to foreign private issuers. Accordingly, the Company files reports and other information with SEC. All documents which the Company will file on the SEC’s EDGAR system will be available for retrieval on the SEC’s website at http://www.sec.gov.

As a foreign private issuer, the Company is exempt from the rules under the Exchange Act prescribing certain disclosure and procedural requirements for proxy solicitations. In addition, the Company is not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as United States companies whose securities are registered under the Exchange Act. The Notice of the Annual General Meeting of Shareholders and the Proxy Statement have been prepared in accordance with applicable requirements in the State of Israel.

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROXY STATEMENT OR THE INFORMATION FURNISHED TO YOU IN CONNECTION WITH THIS PROXY STATEMENT WHEN VOTING ON THE MATTER SUBMITTED TO SHAREHOLDER APPROVAL HEREUNDER. THE COMPANY HAS NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT FROM WHAT IS CONTAINED IN THIS DOCUMENT. THIS PROXY STATEMENT IS DATED OCTOBER 28, 2024. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS DOCUMENT IS ACCURATE AS OF ANY DATE OTHER THAN OCTOBER 28, 2024, AND THE MAILING OF THIS DOCUMENT TO SHAREHOLDERS SHOULD NOT CREATE ANY IMPLICATION TO THE CONTRARY.

By Order of the Board of Directors

NANO DIMENSION LTD.

Dr. Yoav Nissan-Cohen, Chairman of the Board of Directors

Exhibit A

Amended Compensation Policy

NANO DIMENSION LTD.

AMENDED AND RESTATED EXECUTIVE OFFICERS COMPENSATION POLICY

This Executive Compensation Policy (the “Policy”) of Nano Dimension Ltd. (the “Company”) is adopted in accordance with the requirements and limitations set forth in the Israeli Companies Law, 5759-1999 (the “Companies Law”). This Policy applies to all the Company’s Office Holders, as such term is defined in the Companies Law (hereinafter referred to as the “Executives”).

The Policy refers to the terms of compensation of the Company’s Executives and the termination terms thereof.

The purpose of this Policy is to set rules and guidelines with respect to the Company’s compensation strategy for Executives designed to retain and attract highly qualified Executives by providing competitive compensation (within the Company’s ability to fund compensation based on its financial resources), while creating appropriate incentives considering, inter alia, risk management factors arising from the business of the Company, the size of the Company (including without limitation, its sales volume and number of employees), the nature of its business and its then current cash flow situation, in order to promote the Company’s long-term goals, work plan, policies and the interests of the shareholders of the Company.

This Policy is also designed to allow the Company to create a full compensation package for each of its Executives based on common principles, considering the experience of each of the Executives, as well as the characteristics of their respective position and their performance.

With respect to variable compensation components, the Policy is designed to allow the Company to consider each Executive’s contribution in achieving the Company’s short-term and long-term strategic goals and in maximizing its profits from long-term perspective and in accordance with the Executive’s position.

By setting this Policy, the Company intends to increase the sense of solidarity of Executives with the Company and its activities, to increase the Executives’ motivation to advance the long-term business of the Company and to make it more innovative, efficient and profitable; and to achieve higher levels of performance by Executives, while rewarding Executives for their efforts, and enabling the Company to retain and attract highly skilled qualitative human capital within or to the Company.

For the avoidance of doubt, it is hereby clarified that nothing herein shall change any previous agreement of the Company with any of the Company’s Executives that was approved by the Board of Directors and/or the Shareholders of the Company prior to this policy becoming effective.

While setting the compensation of each of the Executives, the Compensation Committee and the Board shall consider and refer to the following criteria, in accordance with the Companies Law:

Without derogating from the foregoing general criteria, the Compensation Committee and the Board may consider additional benchmark information, as shall be required and available from time to time.

5.1. BASE SALARY

5.2. A LUMP SUM SIGN UP BONUS

All Executives, excluding Non-Employee Directors, may be incentivized through lump sum sign up cash bonuses, designed to attract skilled and experienced executives in a competitive industry environment. The lump sum sign -up bonus shall not exceed NIS 1,300,000 for Israeli based executives and $400,000 for non-Israel based executives and shall not be calculated as part of the Executive’s fixed compensation.

5.3. ADDITIONAL BENEFITS

Executives, excluding Non-Employee Directors, shall be entitled to any and all basic social benefits provided by the applicable Israeli Law, including, among others and without limitation, advance notice period for termination of employment, annual leave, sickness leave, pension and/or managers insurance, education fund, convalescence payments (d’mei avraha) and severance payments.

In addition to these benefits, the Executives may be entitled at Company’s account to other industry standards benefits and insurances, such as all or any of the following benefits:

6.1. GENERAL

Executives, other than Non-Employee Directors, may be incentivized through cash bonuses, designed to reward the Executives for personal achievement, reflecting his or her contribution to achieve the Company’s goals. Such incentives will be made through an annual program that defines performance targets based on the role and scope of each Executive. Actual payments are driven by the business and individual performance and achievement vis-à-vis the performance targets set at the beginning of the year and no later than the publication of the Annual financial statements of the Company, with upside potential tied to achieving budgeted performance.

All Executives, including Non-Employee Directors, may be additionally incentivized by a long-term equity-based incentive through the Company’s incentive option and RSU plan(s), designed to create a proximate interests of maximizing shareholder value, as reflected in the increase in the value of Company’s shares, and provide the Executives with a stake in the Company’s success, thus linking the Executives’ long-term financial interests with the interests of the Company’s shareholders and shareholders’ value.

In determining the said annual performance targets for Executives and the cash bonus and long-term equity-based incentives payable to each Executive as aforementioned, consideration should be given to promote the Company’s long-term goals and to ensure that at least with respect to the CEO a material portion of the variable components be determined based on measurable criteria. Additional portion of the variable components (and with respect to Subordinate Executives, up to the entire portion of the variable components) may be based on non-measurable criteria considering the Executives’ contribution to the Company.

While determining the Executives performance targets, the Company may take into consideration diverse parameters such as, without limitation, sales of products, execution of commercial cooperation deals, new products, commencement of a revenue stream, realization of expense budget targets or cash flow, financial results, efficiency metrics, shareholders value, execution of projects, attainment of milestones, etc.

6.2. ANNUAL PERFORMANCE BONUS

6.3. SPECIAL BONUS

The Board of Directors, subject to the recommendation of the Compensation Committee and the officer’s direct supervisor, may decide to grant a special bonus (beyond the Annual Performance Bonus, as described in Section 6.2 above), to an officer of the Company in respect of special efforts performed by the officer and/or in respect of the significant contribution of the officer to the Company’s operations, provided that the special bonus, together with the discretionary factor of the Annual Performance Bonus, shall not exceed eight (8) monthly base salaries (the “Special Bonus”). The Special Bonus is separate from the annual bonus. An approval of a Special Bonus to the CEO, that meets the aforesaid conditions, shall not be subject to the approval of the General Meeting, as long as the aggregate amount of the Special Bonus does not exceed 12 monthly salaries, provided that the CEO is not a director of the Company.

6.4 COMMISSIONS

The CEO may decide to grant Israeli and/or non-Israeli Subordinate Executives that are providing services of sales, marketing and/or business development for the Company, with commissions, as shall be determined in their employment agreement (the “Sales Executives” and “Commission”, respectively). The purpose of granting Commissions to Sales Executives is to incentivize Sales Executives to increase the amount of sales of Company’s products. For each Sales Executive, the aggregate amount of Commissions paid by the Company in each calendar year shall be up to 12% of the Company’s income from sales, and in any case, the amount paid for each Sales Executive shall not exceed $1,000,000. The Commissions will be paid on either a monthly or quarterly basis. The maximum amount of Commissions shall be considered from time to time considering the Company’s operation.

The Commission paid to a Sales Executive shall be separate from the Bonus and/or Special Bonus given to them, or instead of Bonus and/or Special Bonus, as decided in each case by the CEO. shall be limited by the ratio between the fixed compensation and variable compensation, as further specified in section 8 herein.

6.5. EQUITY BASED INCENTIVES

Equity-based compensation may be granted to Executives, subject to the Company incentive option and RSUs plan, as may be in effect from time to time (collectively, the “Equity Incentive Plans”), in any form permitted under such plans, including stock options and/or RSUs. Such Equity Incentive Plans will be designed to allow non-required shareholders dilution on the one hand, yet to provide a long-term retention tool and spreading the risk for gain, on the other hand.

All equity-based incentives granted to Executives shall be subject to vesting over a vesting period of up to five (5) years in order to promote long-term retention of the awarded Executives and may be further subject to full acceleration upon a change of control event, if determined and approved by the Compensation Committee and the Board. Unless otherwise determined in a specific share option and/or RSUs award agreement and unless accelerated upon a change of control event (according to Companies law), options/RSUs grants to Executives shall be exercisable according to a Vesting Schedule (“VS”). The VS of the options/RSUs per individual grantee of the Subordinate Executives will be as per the CEOs decision, spread over the vesting period in equal or non-equal quantities, through equal or non-equal periods as per CEO’s decision. Unless otherwise determined in a specific share option award agreement, the exercise price of the equity-based compensation, in case of options, shall be calculated according to the average closing price of the Company’s Ordinary Shares represented by American Depository Shares on the Nasdaq during the last 30 trading days prior to the date of grant. For the avoidance of any doubt, as further specified in the Company’s Equity Incentive Plans, ungranted equity -based compensation for Executives and/or employees, shall not exceed 20% of the Company’s fully diluted share capital. With approval of the compensation committee and the board of directors, the company can decide to replace existing Options with RSUs or existing options with other Options, in different quantities of RSUs and/or Options as well as with different vesting periods and/or exercise price or in different quantities or RSUs and/or Options.

The Equity-based compensation granted to an Executive in each 12-month period shall not exceed at the date of the grant, the aggregate amount of five thousand percent (5000%) (fifty times) of the cost of the Executive’s annual salary, including benefits, calculated by the Black & Scholes model. as the vesting will be per the specific agreement with the executive.

6.6 ANNUAL EQUITY-BASED PLAN FOR COMPANY’S NON-EXECUTIVE DIRECTORS

An annual equity-based plan to purchase Ordinary Shares by non-executive directors under the Company’s Employee Stock Option Plan (2015) (the “Plan”), will be allowed, as follows:

6.6.1 Annual Grant for non-executive board members

At the beginning of each yearBy the end of each twelve (12) months, commencing on January 1, 2025starting at the date of the first annual meeting to be held in 2022, all non-executive directors who are members of the Board of Directors at this time, shall be entitled (without the need of further shareholders’ approval) to a certain amount of restricted share units (“RSUs”) to be vested into Ordinary Shares of the Company, as follows (the “Annual Grant”):

or

In addition to (i) or (ii), as applicable:

or

Final number of RSUs will be calculated based on the average closing price of the ADS in the last 30 days before the last day of the required approval for entitlement (the “Date of Grant”).

The RSUs would continue to vest annually over a three-year period. For new non-executive directors joining the Board of Directors, outside of the normal annual general meeting cycle, annual equity awards would be pro-rated to reflect the remaining period in the annual cycle until the next planned award date. The pro-rated amount of RSUs will be subject to a standard three-year vesting.

In case a non-executive director ceases any of his or her duties as mentioned above, the unvested RSUs which were granted to him or her for his or her duty will expire immediately. Any annual grant of RSUs will be subject to standard three-year vesting under the Plan; 1/3 of the amount of the RSUs granted to each non-executive director shall vest on each anniversary following the Date of Grant (as applicable).

6.6.2 One-Time Grant for new non-executive directors appointed by the Board of Directors or first elected by the Annual General Meeting of shareholders

As of the date of first election/appointment of the non-executive director, he or she shall be entitled to a one-time grant of certain amount of RSUs to be vested into Ordinary Shares of the Company, as follows (the “One-Time Grant”):

or

In addition to (i) or (ii), as applicable:

or

In case a non-executive director ceases any of his or her duties as mentioned above, the unvested RSUs which were granted to him or her for his or her duty will expire immediately. Any Annual Grant or One-Time Grant will be subject to standard three-year vesting under the Plan; 1/3 of the amount of the RSUs granted to each non-executive director shall vest on each anniversary following the date of grant (as applicable).

The Annual Grant and the One-Time Grant are referred to together as the: “Annual Equity-based Plan”.

6.7 ANNUAL CASH RETAINER FOR COMPANY’S NON-EXECUTIVE DIRECTORS

The annual cash retainer shall be paid (without the need of further shareholders’ approval) on a quarterly basis, and shall apply to the non-executive directors, or to such non-executive directors that will be appointed or elected in the future, effective from their respective appointment or election, commencing on January 1, 2025, and shall include:

The annual cash retainer will be paid on a quarterly basis, and shall apply to the non-executive directors, or to such non-executive directors that will be appointed or elected in the future, effective from their respective appointment or election, commencing on January 1, 2025.

The Compensation Committee and the Board have examined the ratio between the annual salary of Executives and the average and median salary of the other employees of the Company. The Company has decided that the ratio between the compensation of the Israeli Executives to the average and median salary of the rest of the employees in the Company will not be higher than 50 times, and the ratio between the compensation of the non- Israeli Executives to the average and median salary of the rest of the employees in the Company will not be higher than 50 times. The Compensation Committee and the Board consider the intercompany compensation ratio should be reasonable, fair and appropriate, in commensuration with labor market conditions in specific territory where the Executive and/or employees reside, taking into account the senior position of the Executives and their scope of responsibilities and believe it will not have a negative impact on work relations in the Company.

Unless otherwise determined in a specific Executive employment agreement (to be approved by the Board), the maximum value of the variable compensation components shall be up to 500% of each Executive’s total fixed compensation package on an annual basis.

The total variable compensation, for each Executive, in one calendar year (including the lump sum sign up bonus in section 5.1, the annual bonus in section 6.2) and any other compensation that is deemed as variable compensation, shall not exceed the above-mentioned limitation in this section 8. Moreover, the total discretionary compensation of the CEO in one calendar year (including the lump sum sign up bonus in section 5.1, and the discretionary component of the annual bonus in section 6.2) and any other compensation that is deemed to be discretionary compensation, shall not exceed the aggregate amount equivalent to 24 gross base monthly salaries of the CEO.

The Company may seek reimbursement of all, or a portion of any compensation paid to an Executive based on financial data included in Company’s financial statements in any fiscal year that are found to be inaccurate and are subsequently restated.

In any such event, Company will seek reimbursement from the Executives to the extent such Executives would not have been entitled to all or a portion of such compensation, based on the financial data included in the restated financial statements.

The Compensation Committee will be responsible for approving the amounts to be recouped and for setting terms for such recoupment from time to time.

Monetary amounts in this Policy are quoted in $/NIS, yet subject to the applicable currency exchange rates. According to the relative time an Executive spends in different territories and geographies, periodical adjustments to the different currencies’ exchange rates will be applied, subject to approval of compensation committee when it is related to the CEO, and as needed as those exchange rates relate to certain payments due to the Executive which are approved but not originally quoted, while not in the currencies which fit the specific updated circumstances.

The Compensation Committee shall review and evaluate this Policy from time to time, monitor its implementation, and recommend to the Board and the General Meeting to make any amendment or restatement to the Policy as it deems necessary from time to time.

Pursuant to the Companies Law, this Policy will be brought to the approval of the General Meeting, and once adopted, unless otherwise determined by the Board and the General Meeting, shall serve as the Company’s Policy for three years commencing as of its adoption by the General Meeting.

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