Nano Dimension (NNDM) Letter from Interim CEO

Nano Dimension Ltd. (Nasdaq: NNDM) (“Nano Dimension” or the “Company”), a supplier of Digital Manufacturing solutions, today shared a letter to shareholders from Julien Lederman, Interim Chief Executive Officer, along with a Company announcement of preliminary fourth quarter 2024 revenue.

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Dear Shareholders,

Since I was asked by the Board of Directors (the “Board”) to be Interim Chief Executive Officer just over four weeks ago, much thought and work has gone into assessing the business, future opportunities, risks and challenges, and envisioning and implementing plans to immediately strengthen Nano Dimension for the long term. With that said, before getting into where we are going, we have to acknowledge where we are coming from.

I, along with the Board of Directors (the “Board”), recognize that change at Nano Dimension is warranted.

Investors’ lack of confidence in the value and direction of Nano Dimension is reflected in the Company’s substantial negative enterprise value which has persisted for over three years. During this time, the Company’s total market value has traded at a discount to net cash on the balance sheet and a discount to book value of approximately 50%.

I have spent much of the last few weeks listening to our shareholders, many of whom have been continuous investors with us over the years. They not only echoed their frustration with the share price, but also voiced concerns about trust and credibility. They highlighted:

I am working to change this with the support and stewardship of the Board.

While there is still more to consider and define, this update should provide clarity and, even more so, confidence in the prospects of the Company.

Before explaining our new perspective and strategy, I will make a brief comment on the definitive merger agreements that the Company has entered into with Desktop Metal, Inc. (NYSE: DM) and Markforged Holding Corporation (NYSE: MKFG). They remain subject to ongoing regulatory review processes. These transactions have resulted in ongoing discussions with the regulators as well as litigation initiated by Desktop Metal. We are actively engaged in addressing both the regulatory inquiries and the litigation, the outcome of which could impact the timing or ability to consummate either or both mergers under their current terms. Nano Dimension continues to act in compliance with its rights and obligations under each agreement. We will provide updates on the merger agreements as well as the litigation when appropriate.

Importantly, the principles and strategy outlined below reflects Nano Dimension’s approach under all circumstances.

Nano Dimension’s foundational principles and drivers

We are driven by three principles in operating our business:

First, the Company’s directors and management are driven by shareholder interests. We are focused on constructive engagement with shareholders as we diligently work to deliver long-term returns.

Second, assessment of capital allocation measured against demonstratable Return on Investment (“ROI”) is always top of mind. This will be evident in sensible stewardship and investment of shareholder capital.

Third, prudent operating expense management. This is being aligned based on ratios to revenue of a responsible advanced manufacturing leader.

Nano Dimension’s strategy shaping the business

We are committed to accelerating the business towards both growth and profitability. This duality is vital to building a digital manufacturing business that can both be disruptive and sustain itself long into the future.

Our growth and profitability orientation is guided by focusing on where we have technological expertise to drive distinguishing innovation, healthy gross margins, while targeting advanced manufacturing segments centered on high performance applications.

Nano Dimension’s milestones demonstrating the approach and strategy

We are matching our words with actions that recognize the issues of the past, while presenting a rejuvenated version of the Company.

We are instituting measures aimed at restoring good governance that will demonstrate that the Company’s directors and management are ultimately here to serve the shareholders. One of those first steps is that the Board decided to let a Shareholder Rights Plan (or “poison pill”), which was put in place and renewed by previous directors, lapse on January 25^th, 2025.

With this renewed degree of ROI oriented decision making and organizational prudence, the Company believes it can accelerate the improvement of its financials, specifically a reduction in operating expenses. Nano Dimension’s core business (pre-2025 mergers) is expected to be cash flow positive on an adjusted basis beginning in the fourth quarter of 2025. The adjustments account for one-off transformation and legal expenses.

Additionally, the Board authorized the Company to commence the procedures under the Israeli Companies Law for a $150 million share repurchase program. The Company believes this repurchase program is a capital alternative that the Company should have at its disposal depending on market conditions and other relevant considerations.

In closing, myself and the Board recognize change is required, and it is already underway. For next steps, we will continue to diligently work to sharpen a renewed vision and strategy in our dynamic environment, ever mindful of our responsibilities to create value for shareholders.

Thank you for your trust,
Julien Lederman
Interim CEO

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Nano Dimension expects reported unaudited consolidated revenues of approximately $14.6 million for the fourth quarter and approximately $57.8 million for the full year, ended December 31^st, 2024. The quarterly and full year performance are nearly flat and up 3% year-over-year, respectively. The above information reflects preliminary estimates with respect to certain results of Nano Dimension for the fourth quarter and full year ended December 31^st, 2024, based on currently available information. Nano Dimension’s audited final results for the fourth quarter and full year ended December 31st, 2024, may vary from the preliminary estimates, and such difference may be material.

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