Nano Dimension Ltd. (Nasdaq: NNDM) (“Nano Dimension” or the
“Company”), a leading supplier of Additively Manufactured
Electronics and multi-dimensional polymer, metal & ceramic
Additive Manufacturing 3D printers, today announced that it will
hold an Extraordinary General Meeting of Shareholders (the “EGM”)
on December 13th, 2023, at which shareholders will be asked to
approve compensation for the Company’s Directors, including the
Chairman of the Board and Nano Dimension’s Chief Executive Officer.
In addition, Nano Dimension today announced the continuation of its
corporate governance enhancements to further align the Company’s
profile with gold standards and best practices based on shareholder
feedback and input from governance experts, Institutional
Shareholder Services and Glass Lewis, prior to the previous Annual
General Meeting on September 7th, 2023.
As part of setting the board to be efficient and
effective, Nano Dimension has followed ISS recommendations from
March and September 2023: Igal Rotem and Amit Dror are stepping
down from the Board effective immediately as part of a planned
transition. Amit Dror will also resign from his position as
Customer Success Officer.
With these changes, Nano Dimension’s Board has
been reduced, since September 2023, from nine to seven
directors, with all six non-executive directors
being independent.
These changes follow the previously announced
separation of the Company’s Chairman and CEO roles, under which
independent director Dr. Yoav Nissan-Cohen was appointed Chairman
of the Board, as announced on September 15th, 2023.
Yoav Stern, CEO of Nano Dimension, commented,
“We intend to continue corporate governance enhancements with
refreshed Board composition and Board rightsizing, as well as
recruiting unique and highly qualified additions to our present
leadership. Our new Chairman, Dr. Yoav Nissan-Cohen, is already
highly effective in helping us prepare the Company’s board
leadership for the years to come. And we have more improvements
planned, most of them aimed to fulfill our main goal: Supporting
long term shareholders’ interests.”
Dr. Nissan-Cohen added, “Over the past few
months, we have made important changes to our Board to promote
independent oversight. Today’s announcement is a continuation of
these efforts, as we have considered feedback from our shareholders
and independent governance experts. Separately, as part of our
effort, Mr. Rotem has left the Board, and I would like to thank him
for his contribution over the last 18 months.”
Mr. Stern concluded, “This is an opportunity for
all of Nano Dimension’s teams since it is inception in 2014, and me
personally, to thank a very special individual, Mr. Amit Dror. He
is the co-founder of the Company and its previous CEO. Amit is a
visionary and a relentless leader and entrepreneur. His strength
and commitment over so many years is part and parcel of what Nano
Dimension’s spirit is today. Thank you, Amit. You will always be a
part of Nano Dimension, and vice versa.”
Additional Information Regarding the
EGM
The EGM will be held December 13th, 2023 at
16:00 p.m., Israel time at the Company’s headquarters in Israel and
the following items will be put to a vote:
- Approval of cash annual fee for all
non-executive directors as of October 1st, 2023.
- Approval of a compensation package
for the Company’s Chairman of the Board, Dr. Yoav Nissan-Cohen, as
of September 13th, 2023.
- Approval of a compensation package
for the Company’s Chief Executive Officer, Mr. Yoav Stern, as of
January 1st, 2024.
The Company’s proxy statement will be mailed to
all ADS holders in due course following the November 8th, 2023,
record date and will contain any properly presented agenda items
from shareholders.
About Nano Dimension
Nano Dimension’s (Nasdaq: NNDM) vision is to
transform existing electronics and mechanical manufacturing into
Industry 4.0 environmentally friendly & economically efficient
precision additive electronics and manufacturing – by delivering
solutions that convert digital designs to electronic or mechanical
devices – on demand, anytime, anywhere.
Nano Dimension’s strategy is driven by the
application of deep learning based AI to drive improvements in
manufacturing capabilities by using self-learning &
self-improving systems, along with the management of a distributed
manufacturing network via the cloud.
Nano Dimension serves over 2,000 customers
across vertical target markets such as aerospace & defense,
advanced automotive, high-tech industrial, specialty medical
technology, R&D and academia. The company designs and
makes Additive Electronics and Additive Manufacturing 3D
printing machines and consumable materials. Additive Electronics
are manufacturing machines that enable the design and development
of High-Performance-Electronic-Devices (Hi-PED®s). Additive
Manufacturing includes manufacturing solutions for production of
metal, ceramic, and specialty polymers based applications – from
millimeters to several centimeters in size with micron
precision.
Through the integration of its portfolio of
products, Nano Dimension is offering the advantages of rapid
prototyping, high-mix-low-volume production, IP security, minimal
environmental footprint, and design-for-manufacturing capabilities,
which is all unleashed with the limitless possibilities of additive
manufacturing.
For more information, please visit
www.nano-di.com.
Forward Looking Statements
This press release contains forward-looking
statements within the meaning of the “safe harbor” provisions of
the Private Securities Litigation Reform Act of 1995 and other
Federal securities laws. Words such as “expects,” “anticipates,”
“intends,” “plans,” “believes,” “seeks,” “estimates,” and similar
expressions or variations of such words are intended to identify
forward-looking statements. For example, Nano Dimension is using
forward-looking statements in this press release when it discusses
potential additional governance enhancements. Because such
statements deal with future events and are based on Nano
Dimension’s current expectations, they are subject to various risks
and uncertainties. Actual results, performance, or achievements of
Nano Dimension could differ materially from those described in or
implied by the statements in this press release. The
forward-looking statements contained or implied in this press
release are subject to other risks and uncertainties, including
those discussed under the heading “Risk Factors” in Nano
Dimension’s annual report on Form 20-F filed with the Securities
and Exchange Commission (“SEC”) on March 30, 2023, and in any
subsequent filings with the SEC. Except as otherwise required by
law, Nano Dimension 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 this press release.
Nano Dimension is not responsible for the contents of third-party
websites.
NANO DIMENSION INVESTOR RELATIONS
CONTACT
Investor Relations | ir@nano-di.com
NANO DIMENSION MEDIA
CONTACT
Kal Goldberg / Bryan Locke / Kelsey Markovich
| NanoDimension@fgsglobal.com
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