Preliminary Proxy Statement (Form PRE 14A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☒ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

NANO DIMENSION LTD.

(Exact name of registrant as specified in its charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

PRELIMINARY PROXY STATEMENT

SUBJECT TO COMPLETION DATED OCTOBER 22, 2026

NANO DIMENSION LTD.

60 Tower Road, Waltham, Massachusetts 02451

[●], 2026

Dear Nano Dimension Ltd. Shareholder:

You are cordially invited to attend the 2026 Annual General Meeting of Shareholders (including any postponements, reschedulings or continuations thereof, the "Annual Meeting" or the "AGM") of Nano Dimension Ltd. ("Nano Dimension," "Nano," or the "Company"), to be held virtually on [●], at 5:00 p.m. Israel time (10:00 a.m. Eastern Time), at the following Internet address: [●].

At the Annual Meeting, the Company's shareholders will be asked to consider and vote on the matters discussed in the enclosed Notice of Annual General Meeting of Shareholders (the "Notice"). Nano's Board of Directors recommends that you vote "FOR" each proposal listed in the Notice for the reasons set forth in the Notice and the enclosed Proxy Statement (the "Proxy Statement").

Whether or not you plan to attend, it is important that your shares be represented and voted at the Annual Meeting. Accordingly, after reading the enclosed Notice and Proxy Statement, please vote at your earliest convenience by following the instructions on the Notice of Internet Availability of Proxy Materials or the proxy card you received in the mail.

We urge all of our shareholders to review our 2025 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the "SEC") on March 31, 2026, which is available on our website at https://investors.nano-di.com or on the SEC's website at www.sec.gov.

Thank you for being a Nano Dimension shareholder and your continued support.

Sincerely,

/s/ Phillip Borenstein

Phillip Borenstein

Chairman of the Board of Directors

NANO DIMENSION LTD.

60 Tower Road, Waltham, Massachusetts 02451

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

To be held on [●]

Notice is hereby given that Nano Dimension Ltd. ("Nano Dimension," "Nano," or the "Company") will hold its Annual General Meeting of Shareholders (including any postponements, reschedulings or continuations thereof, the "Annual Meeting"), virtually via a live online webcast at [●] on [●] at 5:00 p.m. Israel time (10:00 a.m. Eastern Time), for the following purposes:

In addition, the auditor's report and our consolidated financial statements for the year ended December 31, 2025 will be reviewed and discussed at the Annual Meeting.

The foregoing proposals are described in detail in the enclosed proxy statement (the "Proxy Statement"), which we urge you to read in its entirety. Our Board of Directors recommends that you vote "FOR" each of the above proposals. Only shareholders of record at the close of business on November 4, 2026 (the "Record Date") will be entitled to notice of, and to vote at, the Annual Meeting, or any adjournment or postponement thereof.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON [●]

This Notice of Annual General Meeting of Shareholders and the Proxy Statement are available at [●] and our 2025 Annual Report is available at https://www.nano-di.com/. The Proxy Statement is also available on the website of the U.S. Securities and Exchange Commission at www.sec.gov.

This Notice of Annual General Meeting of Shareholders (the "Notice") is being mailed on or about [●], 2026 to all shareholders entitled to vote at the Annual Meeting.

Detailed proxy voting instructions are provided in the Notice of Internet Availability of Proxy Materials or on the proxy card you received in the mail. You may vote over the Internet, by phone, or by signing and returning the proxy card you received in the mail. Holders of American Depositary Shares representing our ordinary shares should vote by the date set forth on their voting instruction form. You may also vote during the meeting by following the instructions on the meeting website and entering the control number found on the Notice of Internet Availability of Proxy Materials or the proxy card you received in the mail.

Whether or not you plan to attend, it is important that your shares be represented and voted at the Annual Meeting.

Accordingly, after reading the Notice and Proxy Statement, please vote at your earliest convenience by following the instructions on the Notice of Internet Availability of Proxy Materials or the proxy card you received in the mail.

By Order of the Board of Directors,

/s/ Phillip Borenstein

Phillip Borenstein

Chairman of the Board of Directors

Table of Contents

PRELIMINARY PROXY STATEMENT

SUBJECT TO COMPLETION DATED OCTOBER 22, 2026

NANO DIMENSION LTD.

60 Tower Road, Waltham, Massachusetts 02451

PROXY STATEMENT

FOR THE 2026 ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON [●]

The enclosed proxy is being solicited by the board of directors (the "Board of Directors") of Nano Dimension Ltd. (the "Company") for use at the Company's Annual General Meeting of Shareholders (including any postponements, reschedulings or continuations thereof, the "Meeting") to be held virtually via a live online webcast at [●] on [●] at 5:00 p.m. Israel time (10:00 a.m. Eastern Time), or at any adjournment or postponement thereof.

This Proxy Statement (the "Proxy Statement") and the accompanying proxy card are first being made available to shareholders on or about [●], 2026.

Upon the receipt of a properly executed proxy in the form enclosed, the persons named as proxies therein will vote (i) the Company's ordinary shares, par value NIS 5.00 each (the "Ordinary Shares") and (ii) the American Depositary Shares ("ADSs"), representing the Ordinary Shares covered thereby in accordance with the directions set forth in the proxy.

Purpose of the Annual General Meeting

At the Meeting, shareholders will be asked to consider and vote upon the following matters:

In addition, the auditor's report and our consolidated financial statements for the year ended December 31, 2025 will be reviewed and discussed at the Meeting.

We are not currently aware of any other matters that will come before the Meeting. If any other matters properly come before the Meeting, the persons designated as proxies intend to vote on such matters in accordance with the judgment of the Board of Directors.

Only shareholders of record at the close of business on November 4, 2026 (the "Record Date") will be entitled to notice of, and to vote at, the Meeting, or any adjournment or postponement thereof.

Foreign Private Issuer Disqualification

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Effective January 1, 2026, the Company ceased to qualify as a "foreign private issuer" under Rule 405 of the Securities Act of 1933, as amended. Consequently, the Company is now subject to the proxy rules contained in Section 14 of the Securities Exchange Act

of 1934, as amended (the "Exchange Act"). This Proxy Statement represents the Company's first filing on Schedule 14A in connection with its annual general meeting and includes disclosures prepared in accordance with Regulation S-K Items 402 (Executive Compensation), 404 (Transactions with Related Persons), and 407 (Corporate Governance).

Recommendation of the Board of Directors

Our Board of Directors recommends a vote FOR the election of each director and the other proposals set forth in this Proxy Statement.

Quorum

Two or more shareholders present, personally or by proxy, holding not less than 25% of the outstanding Ordinary Shares, shall constitute a quorum for the Meeting. If within half an hour from the time the Meeting is convened a quorum is not present, the Meeting shall stand adjourned and the adjourned meeting shall be held on the same day, [●] at [6:00 p.m. Israel time (11:00 a.m. Eastern Time)]. If a quorum is not present at the adjourned meeting within half an hour from the time appointed for such meeting, any number of shareholders present personally or by proxy shall be deemed a quorum and shall be entitled to deliberate and to resolve in respect of the matters for which the Meeting was convened.

Abstentions and "broker non-votes" are counted for the purpose of determining a quorum.

As of the Record Date, [●] Ordinary Shares (including Ordinary Shares represented by ADSs) were issued and outstanding. Each Ordinary Share is entitled to one vote on each matter to be voted on at the Meeting.

Required Vote

Pursuant to the Israeli Companies Law, 5759-1999 (the "Companies Law"), approval of each of Proposals No. 1, 2 and 5 described hereinafter requires the affirmative vote of shareholders present at the Meeting, in person or by proxy, and holding Ordinary Shares amounting in the aggregate to at least a majority of the votes actually cast by shareholders with respect to such proposal (a "Simple Majority").

With respect to Proposal No. 3, a Simple Majority is required to approve. Abstentions and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal.

With respect to Proposal No. 4, a Simple Majority is required to approve one of the options. Abstentions and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal. If none of the options receives a Simple Majority vote, the option that receives the highest number of votes cast will be considered to be the frequency selected by the shareholders.

Pursuant to the Companies Law, approval of each of Proposals No. 6 and 7 described hereinafter is subject to the fulfillment of the aforementioned Simple Majority and also one of the following additional voting requirements: (i) the majority of the shares that are voted at the Meeting in favor of such Proposal, excluding abstentions, include a majority of the votes of shareholders who are not controlling shareholders and do not have a personal interest in the Proposal; or (ii) the total number of shares of the shareholders mentioned in clause (i) above that are voted against such Proposal does not exceed 2% of the total voting rights in the Company (a "Special Majority").

For this purpose, "personal interest" is defined under the Companies Law as: (1) a shareholder's personal interest in an act or a transaction of the Company, including (i) the personal interest of any of his or her relatives (which includes for these purposes foregoing shareholder's spouse, siblings, parents, grandparents, descendants, and spouse's descendants, siblings, and parents, and the spouse of any of the foregoing); (ii) a personal interest of a corporation in which a shareholder or any of his/her aforementioned relatives serve as a director or the chief executive officer, owns at least 5% of its issued share capital or its voting rights or has the right to appoint a director or chief executive officer; and (iii) a personal interest of an individual voting via a power of attorney given by a third party (even if the empowering shareholder has no personal interest), and the vote of an attorney-in-fact shall be considered a personal interest vote if the empowering shareholder has a personal interest, and all with no regard as to whether the attorney-in-fact has voting discretion or not, but (2) excludes a personal interest arising solely from the fact of holding shares in the Company.

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For this purpose, a "controlling shareholder" is any shareholder that can direct the Company's activities (other than by means of being a director or officer of the Company). A person is presumed to be a controlling shareholder if he or she holds or controls, by himself or together with others, one half or more of any one of the "means of control" of a company. "Means of control" is defined as any one of the following: (i) the right to vote at a general meeting of a company, or (ii) the right to appoint directors of a company or its chief executive officer.

In accordance with the Israeli Companies Regulations (Reliefs for Companies with Securities Listed on Foreign Stock Exchanges), 5760-2000 (the "Relief Regulations"), a shareholder submitting a vote for each of Proposals 6 or 7 is deemed to confirm to the Company that such shareholder does not have a "Personal Interest" in such Proposal and is not a "controlling shareholder", unless such shareholder had delivered to the Company a notice in writing stating otherwise, no later than [___] A.M., Israel time, on [●], 2026, to the attention of Mr. Itay Mandel. If you hold your shares in a "street name" (i.e., shares that are held through a bank, broker or other nominee) and believe that you are a controlling shareholder or possess a personal interest in the approval of Proposals No. 6 and 7, you may also contact the representative managing your account, who could then contact Mr. Mandel on your behalf.

Abstentions and broker non-votes are not counted as votes cast and will have no effect on Proposals No. 1, 3, 4, 5, 6 and 7. Brokers will not have discretionary authority to vote on any Proposal other than Proposal No. 2.

The presentation and discussion of the Company's audited financial statements for the year ended December 31, 2025 and the Company's annual report for the year 2025, will not require a vote by the shareholders and accordingly there is no proposed resolution.

In accordance with the Companies Law, and regulations promulgated thereunder, shareholders of the Company holding at least 1% of the outstanding voting rights of the Company for the Meeting may submit to the Company a proposed additional agenda item for the Meeting (and in case of a proposed additional agenda item for nominating or removal of a director, at least 5% of the outstanding voting rights of the Company) to Mr. Itay Mandel, e-mail address: [email protected], no later than [●], 2026.

It is noted that there may be changes on the agenda after publishing the Proxy Statement. Therefore, the most updated agenda will be furnished to the SEC on a Current Report on Form 8-K and will be made available to the public on the SEC's website at www.sec.gov.

How You Can Vote

Holders of ADSs

A form of proxy for use at the Meeting is attached to this Proxy Statement, and a voting instruction form, together with a return envelope, will be sent to holders of ADSs. ADS holders should vote by the date set forth on their voting instruction form. Online and telephone voting will be possible at any time before [●], 2026 at 11:59 p.m. Eastern Time.

Holders of Ordinary Shares

Shareholders holding Ordinary Shares may (i) deliver a properly executed proxy in the attached form to the Company no later than [●], Eastern Time on [●], 2026, to the Company's registered address ("Registered Address") at 60 Tower Road, Waltham, MA 02451, Attention: Mr. Itay Mandel, including a certificate of ownership that complies with the Israeli Companies Regulations (Proof of Ownership of Shares for Voting at a General Meeting), 5760 - 2000, as amended ("Proof of Ownership"), as proof of ownership of the shares on the Record Date; or (ii) vote their shares virtually at the Meeting subject to submission of a Proof of Ownership.]

Subject to applicable law and the rules of the Nasdaq Stock Market, in the absence of such directions, and except as otherwise mentioned in this Proxy Statement, the Ordinary Shares represented thereby will be voted "FOR" Proposals No. 1, 2, 3, 5, 6 and 7 and voted "ONE YEAR" for Proposal 4.

In addition, shareholders of record (other than the Bank of New York Mellon) can surrender their shares with the Bank of New York Mellon in order to convert such shares to ADSs and vote as a holder of ADSs with the Bank of New York Mellon, provided such shareholders of record complete such conversion and registration of said shares to ADSs with the Bank of New York Mellon prior to the Record Date.

Revocation of Proxies

Shareholders and/or holders of ADSs may revoke a proxy in one of the following ways: (i) by written notice of revocation delivered to the Company's Registered Address (in the case of holders of Ordinary Shares) or with the Bank of New York Mellon (in the case of holders of ADSs), at any time before the time of the Meeting; (ii) by written notice of revocation of the proxy or voting instruction form ("VIF") delivered at the Meeting to the chair of the Meeting; (iii) by signing and returning a proxy card to the Company (in the

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case of holders of Ordinary Shares) or VIF with the Bank of New York Mellon (in the case of holders of ADSs) with a later date and time, provided that the later proxy or VIF is received by the Company or Bank of New York Mellon (as the case may be), no later than 11:59 p.m. Eastern Time on [●], 2026; or (iv) by attending and voting at the Meeting. Attendance at the Meeting will not by itself constitute revocation of a proxy.

You may also request a copy of the materials relating to the Meeting, including this Proxy Statement and form of proxy for the Meeting, by contacting Mr. Itay Mandel, the Company's VP Legal, e-mail address: [email protected].

Beneficial Owners

If you are a beneficial owner of shares held in a brokerage account and you do not instruct your broker, bank or other agent how to vote your shares, your broker, bank or other agent may still be able to vote your shares in its discretion. Under the rules of the New York Stock Exchange ("NYSE"), which are also applicable to Nasdaq-listed companies, brokers, banks and other securities intermediaries that are subject to NYSE rules may use their discretion to vote your "uninstructed" shares on matters considered to be "routine" under NYSE rules but not with respect to "non-routine" matters. A broker non-vote occurs when a broker, bank or other agent has not received voting instructions from the beneficial owner of the shares and the broker, bank or other agent cannot vote the shares because the matter is considered "non-routine" under NYSE rules. Each of proposals 1, 3, 4, 5, 6 and 7 are considered to be "non-routine" under NYSE rules such that your broker, bank or other agent may not vote your shares on those proposals in the absence of your voting instructions.

Expenses for Soliciting Proxies

The entire cost of soliciting proxies on behalf of the Board, including the costs of preparing, assembling, printing and mailing this Proxy Statement, the proxy card and any additional soliciting materials furnished to shareholders by or on behalf of the Company, will be borne by the Company. Copies of soliciting materials will be furnished to banks, brokerage firms, dealers, voting trustees, their respective nominees and other agents holding shares in their names, which are beneficially owned by others, so that they may forward such solicitation materials to beneficial owners. In addition, we will reimburse these persons for their reasonable out-of-pocket expenses in forwarding these materials to the beneficial owners.

In addition to these mailed proxy materials and the use of the Internet, our directors and employees may also solicit proxies in person, by telephone or by other means of communication. The original solicitation of proxies by mail may be supplemented by solicitation by telephone, e-mail, personal solicitation or other means, by directors, officers or employees of the Company, without additional compensation. We may also solicit proxies by email from shareholders who are our employees or who previously requested to receive proxy materials electronically.

Important Notice Regarding the Availability of Proxy Materials for

the 2026 Annual Meeting of Shareholders to be Held on [●]:

This Proxy Statement and our 2025 Annual Report to Shareholders are

available for viewing, printing and downloading at [●].

A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the Securities and Exchange Commission (the "SEC"), except for exhibits, will be furnished without charge to any shareholder upon written request to Nano Dimension Ltd., 60 Tower Road, Waltham, Massachusetts 02451, Attention: Mr. Itay Mandel or by email to [email protected]. This Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are also available on the SEC's website at www.sec.gov.

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PROPOSAL ONE - RE-ELECTION 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 five (5) directors. Pursuant to our Articles, 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. Therefore, at each annual general meeting of the Company's shareholders, the term of office of only one class of directors expires, and the re-election or election, as the case may be, of directors will generally be for a term of office that expires as of the date of the third annual general meeting following such re-election. However, in the event of directors that were appointed by our Board of Directors to fill vacancies (Messrs. Rozenbaum, Kidron, Fruchthandler and Tarlow), the Articles provide that they will serve only until the first annual general meeting after their appointment and, therefore, their re-election for their respective terms is presented to our shareholders for approval at the Annual Meeting. 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 Simple Majority 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, the members of the Board of Directors are divided among three classes as follows:

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 election as directors: Paul Fruchthandler as Class I Director; Moshe Rozenbaum and Nadav Kidron as Class II Directors; and Phillip Borenstein and Eliezer Eli Tarlow as Class III Directors (the "Director Nominees"). The Board of Directors recommends that shareholders re-elect each of Paul Fruchthandler as the Class I Director; Moshe Rozenbaum and Nadav Kidron as Class II Directors; and Phillip Borenstein and Eliezer Eli Tarlow as Class III directors for a term as detailed above. 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 of each nominee.

Director Nominees for Re-election

Each of the Director Nominees, whose professional background is provided below, has advised the Company that they are willing, able and ready to serve as a director if re-elected. 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 any of the Director Nominees.

In addition, the Independent Directors and the Board of Directors have determined that each of Phillip Borenstein, Paul Fruchthandler, Nadav Kidron and Eliezer Eli Tarlow are independent under the Nasdaq listing standards.

Subject to the re-election of each of the Director Nominees, they will continue to 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. For more information concerning the terms of services of our directors, see Proposal No. 6 below.

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

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Class I Director (Term Expires at 2027 Annual General Meeting)

Paul Fruchthandler, age 50, has served on our Board of Directors since July 2026. Mr. Fruchthandler has more than twenty-five years of experience in the U.S. real estate investment and development space, having led the investment and development of a broad range of real estate projects across the office, industrial, residential, retail, and hospitality sectors. Mr. Fruchthandler also evaluated private equity and venture capital fund investment opportunities at FBE & Opus Capital Management, an FBE-affiliated asset manager. We believe Mr. Fruchthandler's experience in large-scale asset allocation, real estate and private equity portfolio evaluation, and risk oversight qualifies him to serve as a director of the Company.

Class II Directors (Term Expires at 2028 Annual Meeting)

Moshe Rozenbaum, age 45, has served on our Board of Directors and as our Interim Chief Executive Officer since July 2026. Mr. Rozenbaum previously served as our Vice President of Corporate Development from May 2023 to May 2025, where he led strategic initiatives and investor engagement. Mr. Rozenbaum currently serves as a member of the board of directors and Chair of the Audit Committee of Lifeward Ltd. (Nasdaq: LFWD). Earlier in his career, he served as CFO and COO of Fluent Trade Technologies and as Head of Business Development at Yedid Capital Management. He is a Certified Public Accountant and holds a B.A. in Accounting from Touro University. We believe Mr. Rozenbaum's experience in corporate development, capital markets strategy, investor relations, and financial leadership within Nasdaq-listed technology companies qualifies him to serve as a director of the Company.

Nadav Kidron, age 52, has served on our Board of Directors since August 2026. Mr. Kidron has served as President, Chief Executive Officer and a director of Oramed Pharmaceuticals Inc. (Nasdaq/TASE: ORMP) ("Oramed"), a pharmaceutical company focused on oral drug delivery technology, since March 2006, and as Chairman of Oramed's board of directors since June 2022. As President and Chief Executive Officer of Oramed, Mr. Kidron oversees all aspects of Oramed's operations, strategy and finances, including active supervision of its principal financial officer. Mr. Kidron has served as a member of the board of directors of Lifeward Ltd. (Nasdaq: LFWD), a medical technology company, since March 2026, as Chairman of the board of directors of Oravax Medical Inc., a company developing oral vaccines established as a joint venture between Oramed and Premas Biotech, since March 2021, and as a member of the board of directors of Alpha Tau Medical Ltd. (Nasdaq: DRTS), an oncology-focused medical device company, since May 2025. He also serves as Chairman of the board of directors of MDG Real Estate Global Ltd since July 2024. He served as a director of Entera Bio Ltd. until 2016. Mr. Kidron holds an LLB and an International MBA from Bar-Ilan University, Israel, and is a member of the Israel Bar Association. In 2009, he was a fellow at the Merage Foundation for U.S.-Israel Trade Programs for executives in the life sciences field. We believe Mr. Kidron's experience in public company executive leadership, cross-border Israeli-U.S. corporate governance, and commercializing advanced technology qualifies him to serve as a director of the Company.

Class III Directors (Term Expires at 2029 Annual Meeting)

Phillip Borenstein, age 42, has served on our Board of Directors since December 2025 and as the Chairman of our Board of Directors since July 2026. Mr. Borenstein has served as a director, portfolio manager and partner at Hamilton Equity Partners LLC, a private equity firm, since March 2014. Mr. Borenstein founded and has served as a partner of Hamilton EQ Management LLC, a commercial real estate company, where he oversees M&A activity and manages its portfolio of commercial real estate and healthcare facilities with a value of over $500 million, since 2016. In addition, Mr. Borenstein raised the seed money and is an active partner and supporter of the Triumph Leadership Innovation group, an organization working to empower and develop young managers and entrepreneurs in Israel, since 2016. Mr. Borenstein earned a M.S. degree in accounting from Fairleigh Dickinson University, including research and studies relating to forensic reviews of public company financial reports, and a Bachelor of Talmudic Law from Yeshiva Shaar HaTorah. We believe Mr. Borenstein's experience in private equity management, financial accounting and forensic analysis, asset acquisition, and corporate leadership qualifies him to serve as a director of the Company.

Eliezer Eli Tarlow, age 52, has served on our Board of Directors since July 2026. Mr. Tarlow brings a customer-side perspective on enterprise technology adoption, having served as Chief Information Officer for multiple hospitals and healthcare organizations responsible for evaluating and purchasing complex technology systems. He currently serves as Director of Healthcare and Education IT Strategists at CDW, an information technology products provider, where he advises institutional healthcare and education clients on technology strategy. Previously, Mr. Tarlow served as Chief Information Officer at Brookdale University Hospital and as Chief Information Officer at NYC Health + Hospitals, where he also held various leadership roles. He also serves as a member of the Advisory Board for the Information Systems & Analytics Masters Program at Iona University. We believe Mr. Tarlow's experience in enterprise technology deployment, institutional IT leadership, and evaluating complex hardware and software systems from a customer perspective qualifies him to serve as a director of the Company.

Required Vote; Recommendation of the Board of Directors

The re-election of each of the Director Nominees as a Class I, II or III director, as applicable, requires the affirmative vote of a Simple

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Majority of the votes cast "FOR" such Director Nominees by the shareholders of the Company.

The shareholders of the Company are requested to (a) re-elect each of the Director Nominees, to serve in their respective Class for the terms detailed above, each until their respective successors are duly elected and qualified. Each Director Nominee shall be voted on separately. The shareholders of the Company are requested to adopt the following resolution:

"RESOLVED, to re-elect Paul Fruchthandler to serve on the Company's Board of Directors as a Class I director of the Company 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 Moshe Rozenbaum to serve on the Company's Board of Directors as a Class II director of the Company until the Company's 2028 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 Nadav Kidron to serve on the Company's Board of Directors as a Class II director of the Company until the Company's 2028 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 Phillip Borenstein to serve on the Company's Board of Directors as a Class III director of the Company until the Company's 2029 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 Eliezer Eli Tarlow to serve on the Company's Board of Directors as a Class III director of the Company until the Company's 2029 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."

There are no family relationships between or among any of our directors or executive officers. The principal occupation and employment during the past five years of each of our directors, except as specifically identified above, was carried on with a corporation or organization that is not a parent, subsidiary or other affiliate of us. To the Company's knowledge, there is no arrangement or understanding between any of our directors and any other person or persons pursuant to which he or she is to be selected as a director except for that certain Settlement Agreement, dated July 17, 2026, by and among the Company, members of the Company's Board of Directors, and Murchinson Ltd. and its affiliated entities and persons, as disclosed in the Company's Current Report on Form 8-K filed with the SEC on July 21, 2026. There are no material legal proceedings to which any of our directors is a party adverse to us or any of our subsidiaries or in which any such person has a material interest adverse to us or any of our subsidiaries.

Executive Officers and Officers Who Are Not Directors

The following table identifies our executive officers and officers who are not directors of the Company and sets forth their current positions at Nano Dimension and their ages as of December 31, 2025.

(1) Mr. Sade served as General Manager, AME until June 3, 2026 and is no longer an officer of the Company.

John Brenton has served in the role of Chief Financial Officer since November 2025. Mr. Brenton previously served as the Company's Vice President of Finance and Corporate Controller since April 2025. Prior to his roles at Nano Dimension Ltd., Mr.

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Brenton was the Vice President of Finance and Corporate Controller of Markforged since November 2020 and led the finance team through their initial public offering in July 2021. Mr. Brenton holds a Bachelors of Science in Accounting from Syracuse University.

Jonathan Bond has served as our General Manager of the Fused Filament Fabrication (FFF) business since April 2025. Mr. Bond held a series of senior engineering and leadership roles in Markforged from 2018 to 2025. Most recently, he served as Senior Director of Engineering, Hardware and Materials, where he led a 50-person global team across Hardware Engineering, Materials Engineering, and Hardware Product Management. Mr. Bond's career spans industries including additive manufacturing, medical devices, robotics, sporting goods, and consumer products, where he has led development programs from early-stage concept through to high-volume manufacturing. He is named as an inventor on numerous patents covering technologies in electrophysiology, robotics, additive manufacturing, and sports equipment. Mr. Bond holds a Bachelor of Science in Mechanical Engineering from Tufts University.

Olivier Carnal has served as General Manager of Essemtec AG since April 2023. Prior to this, Mr. Carnal served as Business Development Manager for Georg Fischer AG, Switzerland, (Swiss company listed on the Swiss stock exchange, active in water systems, machine tools and casting solutions), from 2005 to 2009, CEO of Von Roll Solar (a startup within Von Roll AG, developing and manufacturing flexible, printed photovoltaic cells), from 2009 to 2012, and CEO of Sontex SA (a Swiss technology company producing thermal energy measurement devices to reduce energy consumption), from 2013 to 2023. Prior to joining us, Mr. Carnal served as CEO of Sontex SA for 10 years. Mr. Carnal holds a Master and Ph.D. in Physics (Dr. rer. nat.) from the ETH Zurich. In addition, Mr. Carnal completed a post doctorate at California Institute of Technology, Pasadena and management courses at IMD Lausanne and St. Gallen Management School.

Nir Sade served as our AME General Manager from September 2024 until June 2026. Prior to this, Mr. Sade served as AM General Manager, October 2023 - September 2024; Global SVP Product, November 2022 - October 2023, and VP Product, April 2020 - November 2022. Prior to joining us, Mr. Sade served as the VP of R&D Engineering at Xjet from September 2018 - April 2020, leading the development of an Additive Manufacturing system for metals and ceramics. Mr. Sade has more than 20 years of engineering development experience from companies such as Applied Materials, Objet (later Stratasys) and Elbit Systems and brings extensive experience in R&D management from various multi-disciplinary companies and positions. Mr. Sade holds a B.Sc. in Computer Engineering from the Technion - Israel Institute of Technology.

The principal occupation and employment during the past five years of each of our executive officers was carried on, in each case except as specifically identified above, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. There is no arrangement or understanding between any of our executive officers and any other person or persons pursuant to which he was or is to be selected as an executive officer. There are no material legal proceedings to which any of our executive officers is a party adverse to us or any of our subsidiaries or in which any such person has a material interest adverse to us or any of our subsidiaries.

CORPORATE GOVERNANCE

Family Relationships

There are no family relationships between any of the Company's executive officers, directors or director nominees.

Director Independence

Our Board of Directors has undertaken a review of the independence of each director. Based on information provided by each director concerning his background, employment and affiliations, our Board of Directors determined that each of Phillip Borenstein, Paul Fruchthandler, Nadav Kidron, and Eliezer Eli Tarlow qualifies as "independent" as defined under applicable SEC rules and Nasdaq listing standards. In making these determinations, our Board of Directors considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our Board of Directors deemed relevant in determining their independence and eligibility to serve on the committees of our Board of Directors, including the transactions involving them described in the section titled "Related Party Transactions."

Related Party Transactions

There were no related party transactions identified in the year ended December 31, 2025 in which:

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Approval of Related Party Transaction under Israeli Law

General

Under the Companies Law, we may approve an action by an office holder (as defined under the Companies Law) from which the office holder would otherwise have to refrain, if:

Disclosure of Personal Interests of an Office Holder

The Companies Law requires that an office holder disclose to the company, promptly, and, in any event, not later than the board meeting at which the transaction is first discussed, any direct or indirect personal interest that he or she may have and all related material information known to him or her relating to any existing or proposed transaction by the company. If the transaction is an extraordinary transaction, the office holder must also disclose any personal interest held by:

An office holder is not, however, obliged to disclose a personal interest if it derives solely from the personal interest of his or her relative in a transaction that is not considered an extraordinary transaction. Under the Companies Law, an extraordinary transaction is a transaction:

The Companies Law does not specify to whom within us, nor the manner in which, required disclosures are to be made. We require our office holders to make such disclosures to our board of directors.

Under the Companies Law, once an office holder complies with the above disclosure requirement, the board of directors may approve a transaction between the company and an office holder, or a third party in which an office holder has a personal interest, unless the articles of association provide otherwise and provided that the transaction is in the company's interest. If the transaction is an extraordinary transaction, first the audit committee and then the board of directors, in that order, must approve the transaction. Under specific circumstances, shareholder approval may also be required. A director who has a personal interest in an extraordinary transaction, which is considered at a meeting of the board of directors or the audit committee, may not be present at this meeting or vote on this matter, unless a majority of the board of directors or the audit committee, as the case may be, has a personal interest. If a majority of the board of directors has a personal interest, then shareholder approval is generally also required.

The Companies Law provides that the process for approval of terms of service and employment of office holders, that are required to be for the benefit of the company, is as follows:

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In the event the transaction with any office holder is not in accordance with the compensation policy, the approval of the company's shareholders, by "special majority," is also required. In the event the company's shareholders do not approve the compensation of the CEO or other office holders (who are not directors, controlling shareholders or relatives of the controlling shareholders), the compensation committee and board of directors may, in special situations, approve the transaction, subject to their providing detailed reasons and after discussion and examination of the rejection by the company's shareholders. The Companies Regulations (Relief in Related Party Transactions), 2000, promulgated under the Companies Law provide additional temporary or permanent relief from the shareholder approval requirement under certain circumstances.

An "office holder" is defined under the Companies Law as a general manager, chief business manager, vice general manager, any other person assuming the responsibilities of any of the foregoing positions without regard to such person's title, and a director, or manager directly subordinate to the general manager.

Employment or Services Agreements

We have entered into written employment or services agreements with each of our executive officers. All of these agreements contain customary provisions regarding noncompetition, confidentiality of information and assignment of inventions. However, the enforceability of the noncompetition provisions may be limited under applicable law. In addition, we have entered into agreements with certain executive officers and all of our directors pursuant to which we have agreed to indemnify each of them up to a certain amount according to the provisions of Company's Compensation Policy and to the extent that these liabilities are not covered by directors' and officers' insurance.

Director Selection Process

The Company does not have a standing nominating committee. The Board believes it is appropriate for the full Board, a majority of whose members are independent, to perform this function. The Board of Directors is responsible for identifying and nominating candidates for election to the Board and for filling vacancies on the Board, in each case in accordance with the Companies Law, our Articles and applicable Nasdaq and SEC requirements. The Board may delegate aspects of the director identification and evaluation process to a committee of the Board.

In identifying and evaluating candidates for nomination to the Board, the Board, or a committee thereof, considers the composition and needs of the Board and its committees, as well as the qualifications, skills, experience and attributes of individual candidates. Among the factors that may be considered are a candidate's integrity and professional ethics, business judgment, leadership and management experience, financial and industry expertise, public company and corporate governance experience, independence, potential conflicts of interest, understanding of the Company's business and strategy, availability and ability to devote sufficient time to the responsibilities of Board service, and such other qualifications and attributes as the Board determines appropriate in light of the Company's circumstances and strategic objectives. The Board also considers the extent to which a candidate would complement the overall mix of skills, experience, backgrounds and perspectives represented on the Board.

In considering whether to nominate an incumbent director for re-election, the Board may also consider such director's attendance at and participation in meetings, contributions to the Board and its committees, continued independence, other commitments and overall performance during his or her tenure.

Candidates for Board membership may be identified through recommendations from directors, management, shareholders and other sources, and the Board may engage third-party search firms or other advisors to assist in identifying and evaluating potential candidates. Candidates recommended by shareholders will be considered in accordance with the same general criteria applicable to other candidates, subject to the requirements of applicable law and our Articles.

In accordance with our Articles, prior to any general meeting at which directors are to be elected, the Board, or a committee thereof, may select persons to be proposed to the shareholders for election as directors. Shareholders may also nominate candidates for election to the Board in accordance with the procedures and requirements set forth in our Articles, including Articles 25 and 39, and applicable law. The election of directors is ultimately determined by our shareholders at the applicable general meeting.

Board Meetings

The Board meets regularly during the year and holds special meetings and acts by unanimous written consent whenever circumstances require. Independent directors meet at regular executive sessions without management present. During fiscal year 2025, the Board held six meetings and conducted certain business by unanimous consent. During fiscal year 2025, the audit committee held 4 meetings and the compensation committee held 10 meetings, and each director attended at least 75% of the aggregate meetings of the Board and committees on which he or she served.

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Annual Meeting Attendance

We do not maintain a formal policy regarding director attendance at the annual general meetings; however, all directors are encouraged to attend the annual general meeting. Four of our then incumbent directors attended our annual general meeting of shareholders held in 2025.

Board Leadership Structure

The roles of Chairman of the Board and Chief Executive Officer are currently held by separate individuals. Mr. Borenstein, an independent director, serves as Chairman of the Board, and Mr. Rozenbaum serves as Chief Executive Officer. The Company does not have a lead independent director. The Board believes that as all non-executive directors are independent, this structure is appropriate and provides independent oversight and clear separation between management and governance.

The Board's Role in Risk Oversight

The Board is responsible for overseeing management's execution of risk oversight and for assessing the Company's approach to risk management. The Board exercises its responsibilities in Board meetings and through the Board's two standing committees, each of which examines various components of both enterprise and emerging risks inherent in their respective areas of oversight. Risk assessment is integral to the Board's strategic planning and in the analysis of transactions and other matters presented to the Board, including capital expenditures, acquisitions, divestitures and other portfolio actions, and operational and financial matters. We believe the current Board leadership structure helps ensure the Board's independent oversight of risk management.

Board Committees

Our Board of Directors has established a standing audit committee and compensation committee. The audit committee and compensation committee operate under charters that satisfy the applicable standards of the SEC and Nasdaq rules. A copy of the charter for each of the audit committee and compensation committee is posted on the governance section of our website, https://investors.nano-di.com/governance-1/.

Audit Committee

Phillip Borenstein, Paul Fruchthandler, Nadav Kidron, and Eliezer Eli Tarlow serve on the audit committee, which is chaired by Mr. Fruchthandler. Our Board of Directors has determined that each member of the audit committee is "independent" for audit committee purposes as that term is defined in the rules of the SEC and the applicable Nasdaq rules, and each has sufficient knowledge in financial and auditing matters to serve on the audit committee. Our Board of Directors has designated Mr. Fruchthandler as an "audit committee financial expert," as defined under the applicable rules of the SEC.

The responsibilities of the audit committee under the Companies Law include: (i) identifying flaws in the management of a Company's business and making recommendations to the Board of Directors as to how to correct them; (ii) with respect to certain actions involving conflicts of interest and with respect to certain related party transactions, deciding whether such actions are material actions and whether such transactions are extraordinary transactions, respectively, all for the purpose of approving such actions or transactions; (iii) reviewing and deciding whether to approve certain related party transactions and certain actions involving conflicts of interest; (iv) reviewing the internal auditor's work program; (v) examining the Company's internal control structure and processes, the performance of the internal auditor and whether the internal auditor has at his or her disposal the tools and resources required to perform his or her duties, considering, inter alia, the special needs of the Company and its size; (vi) examining the independent auditor's scope of work as well as the independent auditor's fees and providing its recommendations to the appropriate corporate organ; (vii) providing for arrangements as to the manner in which the Company will deal with employee complaints with respect to deficiencies in the management of the Company's business and the protection to be provided to such employees; and (viii) with respect to related party transactions with a controlling shareholder, regardless of whether such transactions are extraordinary transactions, prior to entering into such transaction, to establish the requirement of having a competitive process under the supervision of the audit committee or any individual, committee or body on its behalf and according to criteria established by the audit committee, or to determine that other procedures determined by the audit committee will be conducted, prior to execution of such transactions, all based on the type of the transaction (the audit committee is permitted to determine criteria for this matter once a year in advance) and to determine procedures for approving certain related party transactions with a controlling shareholder, which were determined by the audit committee to be non-extraordinary transactions, but which are not negligible transactions.

Additionally, under our audit committee charter, our audit committee also (i) oversees and monitors our consolidated financial statements, our compliance with legal and regulatory requirements as they relate to consolidated financial statements or accounting matters, and the independent registered public accounting firm's qualifications, independence and performance, and (ii) provides the Board of Directors with the results of its monitoring and recommendations and such additional information and materials as it may deem necessary to make the Board of Directors aware of significant financial matters that require its attention.

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Our audit committee may not conduct any discussions or approve any actions requiring its approval, unless at the time of the approval a majority of the committee's members are present.

Compensation Committee

Phillip Borenstein, Paul Fruchthandler, Nadav Kidron, and Eliezer Eli Tarlow serve on the compensation committee, which is chaired by Mr. Borenstein. Our Board of Directors has determined that each member of the compensation committee meets the requirements of a "non-employee director" pursuant to Rule 16b-3 under the Exchange Act. Our Board of Directors has determined that each member of the compensation committee is "independent" for compensation committee purposes as that term is defined in the rules of the SEC and the applicable Nasdaq rules.

Under the Companies Law, the Board of Directors of any public company must establish a compensation committee. Under the Nasdaq rules, we are required to maintain a compensation committee consisting entirely of independent directors (or the determination of such compensation solely by the independent members of our Board of Directors).

The responsibilities of the compensation committee under the Companies Law include: (i) making recommendations to the Board of Directors with respect to the approval of the compensation policy and any extensions thereto; (ii) periodically reviewing the implementation of the compensation policy and providing the Board of Directors with recommendations with respect to any amendments or updates thereto; (iii) reviewing and resolving whether or not to approve transactions with respect to the terms of office and employment of our office holders and (iv) resolving, under certain circumstances prescribed under the Companies Law, whether or not to exempt a transaction with a candidate for chief executive officer who meets non-affiliation criteria from shareholder approval.

Our compensation committee also reviews and recommends to our Board of Directors: (1) the annual base compensation of our office holders and directors; (2) annual incentive bonus plans, including the specific goals and amount; (3) equity compensation; (4) employment agreements, severance arrangements, and change in control agreements/provisions; (5) retirement grants and/or retirement bonuses; and (6) any other benefits, compensation, compensation policies or arrangements.

The duties of the compensation committee include the recommendation to the Company's Board of Directors of a policy regarding the terms of engagement of office holders, to which we refer as a compensation policy. That policy must be adopted by the Company's Board of Directors, after considering the recommendations of the compensation committee. The compensation policy is then brought for approval by our shareholders. Our current compensation policy (the "Compensation Policy") was approved on June 7, 2022 and on December 6, 2024, our shareholders approved an amended Compensation Policy, pursuant to which equity-based compensation and an annual cash retainer shall be granted to our non-executive board members. For more information concerning our Compensation Policy and a proposed amendment to such policy, see Proposal No. 6 below.

The compensation policy must serve as the basis for decisions concerning the financial terms of employment or engagement of office holders and directors, including exculpation, insurance, indemnification or any monetary payment or obligation of payment in respect of employment or engagement. The compensation policy must relate to certain factors, including advancement of the Company's objectives, the Company's business and its long-term strategy, and creation of appropriate incentives for executives. It must also consider, among other things, the Company's risk management, size and the nature of its operations. The compensation policy must furthermore consider the following additional factors:

The compensation policy must also include the following principles:

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The compensation policy must also consider appropriate incentives from a long-term perspective and maximum limits for severance compensation.

Our Compensation Policy was adopted on June 7, 2022 and was subsequently amended with the approval of our shareholders on December 6, 2024. Under the Companies Law, the compensation policy is subject to shareholder approval at least once every three years.

Director Compensation Table

The table below presents the total director compensation for each person who served as a non-employee director during fiscal year 2025. During fiscal year 2025, Mr. Stehlin, our Chief Executive Officer, was a member of our board of directors, as well as an employee, and received no additional cash compensation for his services as a director once he was appointed to the position of Chief Executive Officer. See the section titled "Executive Compensation" for more information about Mr. Stehlin's compensation for fiscal year 2025.

(1) The amounts reported represent the aggregate grant date fair value of the restricted stock units awarded to the directors during fiscal year 2025, calculated in accordance with Financial Accounting Standard Board ("FASB") Accounting Standard Codification ("ASC") Topic 718. Such grant date fair value does not take into account any estimated forfeitures. The amounts reported in this column reflect the accounting cost for the restricted stock units and do not correspond to the actual economic value that may be received upon settlement of such restricted stock units or any sale of any of the underlying Ordinary Shares.

(2) During the year ended December 31, 2025, Mr. Pons was granted 51,898 unvested restricted stock units vesting annually over three years, and 200,000 unvested restricted stock units approved at the Annual General Meeting of Shareholders held on December 4, 2025 that vested on January 1, 2026. All restricted stock units granted in 2025 were outstanding as of December 31, 2025.

(3) Mr. Borenstein was elected to the Board of Directors during the Annual General Meeting of Shareholders held on December 4, 2025.

(4) During the year ended December 31, 2025, Mr. Rosensweig was granted an aggregate of 51,898 unvested restricted stock units vesting annually over three years, and 225,000 unvested restricted stock units approved at the Annual General Meeting of Shareholders held on December 4, 2025 and vesting on January 1, 2026. All restricted stock units granted in 2025 were outstanding as of December 31, 2025.

(5) During the year ended December 31, 2025, Mr. Sriubas was granted an aggregate of 40,015 restricted stock units vesting annually over three years, and 100,000 unvested restricted stock units approved at the Annual General Meeting of Shareholders held on December 4, 2025 that vested on January 1, 2026. All restricted stock units granted in 2025 were outstanding as of December 31, 2025.

(6) During the year ended December 31, 2025, Mr. Stehlin, during his tenure as a non-employee director, was granted 48,415 restricted stock units vesting annually over three years and cash compensation of $53,558. Mr. Stehlin was granted 200,000 unvested restricted stock units approved at the Annual General Meeting of Shareholders held on December 4, 2025 that vested on January 1, 2026. Mr. Stehlin was appointed Chief Executive Officer as of September 7, 2025 and as such all non-employee director compensation ceased on such date. Please see "Executive Compensation" for additional details on Mr. Stehlin's compensation for his tenure as Chief Executive Officer.

(7) During the year ended December 31, 2025, Mr. Baharav was granted an aggregate of 51,898 restricted stock units during his tenure as a non-employee director and cash compensation of $33,125. Mr. Baharav was appointed Chief Executive Officer as of April 8, 2025 and as such all non-employee director compensation ceased on such date. Mr. Baharav's tenure with the Company ended on September 6, 2025 and all unvested restricted stock units were cancelled.

(8) During the year ended December 31, 2025, Ms. Tanghal was granted an aggregate of 40,015 restricted stock units.

Ms. Tanghal's tenure as a director ended on December 4, 2025 and all unvested restricted stock units were cancelled.

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(9) During the year ended December 31, 2025, Mr. Traub was granted an aggregate of 51,898 restricted stock units for his service as a director. Mr. Traub's tenure as a director ended on February 6, 2025 and all unvested restricted stock units were cancelled. On May 28, 2025, Mr. Traub was granted 60,000 RSUs, with a fair market value of $1.59 on the grant date, for consulting services. These RSUs vest in full on May 28, 2026.

As of December 31, 2025, there were 251,898 outstanding RSUs held by Robert Pons, zero outstanding RSUs held by Phillip Borenstein, 278,898 outstanding RSUs held by Dr. Joshua Rosensweig, 140,015 outstanding RSUs held by Andrew Sriubas, 942,859 outstanding RSUs held by David Stehlin (231,481 of which were vested and not released), zero outstanding RSUs held by Ofir Baharav, zero outstanding RSUs held by Eileen Tanghal, and 60,000 outstanding RSUs held by Kenneth Traub.

The aforementioned compensation amounts are inclusive of the restricted stock units granted to directors for 2025 service, and vested on January 1, 2026, that were approved by our shareholders at the Annual General Meeting of Shareholders held on December 4, 2025.

Remuneration of Directors

Under the Companies Law, remuneration of directors is subject to the approval of the compensation committee, thereafter by the Board of Directors and thereafter by the general meeting of the shareholders. In the event the remuneration terms are in accordance with the compensation policy, the shareholders are required to approve it with a Simple Majority and in the event the remuneration terms are not in accordance with the compensation policy, the shareholders are required to approve it with a Special Majority. If the remuneration of the directors is in accordance with the regulations applicable to remuneration of the external directors, if any, then such remuneration shall be exempt from the approval of the general meeting of the shareholders.

Shareholder Communications with the Board

Shareholders and other interested parties may communicate directly with the Board of Directors, specific committees, or individual directors by emailing [email protected].

All incoming communications are collected and reviewed by Investor Relations in coordination with legal counsel. Matters involving commercial solicitations, ordinary business operations, customer inquiries, or spam are handled directly by management or filtered out. Communications involving significant corporate governance, strategy, legal, or board-level matters are forwarded to the Chairman of the Board or targeted director(s), as appropriate.

Compensation Committee Interlocks and Insider Participation

The members who served on the compensation committee during fiscal year 2025 were Robert Pons, Phillip Borenstein, Dr. Joshua Rosensweig, and Andrew Sriubas. None of the members of our compensation committee is an executive officer or employee of our company. None of our executive officers serves as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board of Directors or its compensation committee during fiscal year 2025.

Code of Business Conduct and Ethics

We have adopted a written code of ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal controller and persons performing similar functions. Our Code of Business Conduct and Ethics is posted on our website at https://investors.nano-di.com/governance-1/. Information contained on, or that can be accessed through, our website, does not constitute a part of this Proxy Statement and is not incorporated by reference herein. If we make any amendment to the Code of Business Conduct and Ethics or grant any waivers, including any implicit waiver, from a provision of the code, we will disclose the nature of such amendment or waiver on our website to the extent required by the rules and regulations of the SEC. We have not granted any waivers under our Code of Business Conduct and Ethics.

Insider Trading Policy

We have adopted an insider trading policy, governing the purchase, sale and other transactions in our securities that applies to our directors, officers, employees, consultants and other covered persons, including immediate family members and entities controlled by any of the foregoing persons.

The insider trader policy prohibits, among other things, insider trading and certain speculative transactions in our securities (including short sales, buying put and selling call options and other hedging or derivative transactions in our securities) and establishes a regular blackout period schedule during which directors, officers, employees, consultants and other covered persons may not trade in the

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Company's securities, as well as certain pre-clearance procedures that directors and officers must observe prior to effecting any transaction in our securities. The Company believes that the insider trading policy is reasonably designed to promote compliance with applicable insider trading laws, rules and regulations, and listing standards applicable to the Company.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information, to the extent known by us or ascertainable from public filings, with respect to the beneficial ownership of our Ordinary Shares as of October 16, 2026 by:

The column titled "Shares Beneficially Owned" is based on a total of 201,299,884 shares of our Ordinary Shares outstanding as of October 16, 2026 (the "Determination Date").

Beneficial ownership is determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to our Ordinary Shares. Ordinary Shares subject to options that are currently exercisable or exercisable within 60 days of the Determination Date are considered outstanding and beneficially owned by the person holding the options for the purpose of calculating the percentage ownership of that person but not for the purpose of calculating the percentage ownership of any other person. Except as otherwise noted, the persons and entities in this table have sole voting and investing power with respect to all of the Ordinary Shares beneficially owned by them, subject to community property laws, where applicable. Except as otherwise indicated in the table below, addresses of named beneficial owners are c/o Nano Dimension Ltd., 60 Tower Road, Waltham, Massachusetts 02451.

* Represents less than 1%.

(1) In computing the number of Ordinary Shares beneficially owned and the percentage ownership of that person, we deemed to be outstanding all shares of Ordinary Shares subject to awards under the equity incentive plans that the holder has the right to acquire within 60 days after the Determination Date through the exercise of options and through the vesting of restricted share units.

(2) Percentages are based on the 201,299,884 Ordinary Shares issued and outstanding as of the Determination Date. In computing the percentage ownership of each shareholder, we deemed to be outstanding all Ordinary Shares then subject to awards under the Plans that the holder has the right to acquire within 60 days after the Determination Date through the exercise of options and restricted stock units, but we did not deem these Ordinary Shares outstanding for the purpose of computing the percentage ownership of any other shareholder.

(3) Information herein is based on the Schedule 13G filed with the SEC on August 21, 2026 by Tang Capital Management, LLC ("TCM"), the general partner of Tang Capital Partners, LP ("TCP"); Tang Capital Partners International, LP ("TCPI"); Tang Capital Partners III, Inc. ("TCP III"); Tang Capital Partners IV, Inc. ("TCP IV"); and Kevin Tang, the manager of TCM and Chief Executive Officer of TCP III, TCP IV, TCP, and TCPI. The principal mailing address of TCM, Kevin Tang, TCP and TCPI is 4747 Executive Drive, Suite 210, San Diego, CA 92121. The address of TCP III and TCP IV is 400 S. 4th Street, 3rd Floor, Las Vegas, NV 89101.

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(4) Information herein is based on the Schedule 13D/A filed with the SEC on July 20, 2026 jointly by Nomis Bay Ltd. ("Nomis Bay"), BPY Limited ("BPY"), EOM Management Ltd., Murchinson Ltd., James Keyes, Jason Jagessar, Chaja Carlebach, Clarendon Hugh Masters and Marc J. Bistricer, all of whom entered into a joint filing agreement in which they agreed to joint filing on behalf of each of their statements on Schedule 13D with respect to our Ordinary Shares. EOM Management Ltd. is the investment manager of Nomis Bay and BPY. Murchinson Ltd. ("Murchinson") is a sub-investment advisor to each of Nomis Bay and BPY and an investment advisor to manage positions on behalf of certain funds. James Keyes is as a director of Nomis Bay and BPY. Jason Jagessar is a director of Nomis Bay and BPY. Chaja Carlebach is a director of EOM. Marc J. Bistricer is the Chief Executive Officer and Chief Investment Officer of Murchinson. The address of the principal office of each of Nomis Bay and BPY is Wessex House, 3rd Floor, 45 Reid Street, Hamilton, Bermuda HM 12. The address of the principal office of each of EOM and Ms. Carlebach is St. Andrews Place, 5th Floor, 51 Church St., Hamilton, Bermuda HM12. The address of the principal office of Mr. Keyes is 101 Front Street, Hamilton, Bermuda HM12. The address of the principal office of Mr. Jagessar is Sea Meadow House, P.O. Box 116, Road Town Tortola, British Virgin Islands. The address of the principal office of each of Murchinson and Mr. Bistricer is 145 Adelaide Street West, Fourth Floor, Toronto, Ontario Canada M5H 4E5.

(5) Consists of 171,974 Ordinary Shares or underlying restricted share units issued under the 2015 Stock Option Plan held by Mr. Brenton that will vest within 60 days of the Determination Date.

(6) Consists of 32,501 Ordinary Shares held by Mr. Borenstein.

(7) Consists of 30,000 Ordinary Shares held by Mr. Kidron.

(8) Consists of 101,245 Ordinary Shares or underlying restricted share units issued under the 2015 Stock Option Plan held by Mr. Bond that will vest within 60 days of the Determination Date.

(9) Consists of 56,212 Ordinary Shares or underlying restricted share units issued under the 2015 Stock Option Plan held by Mr. Carnal that will vest within 60 days of the Determination Date.

(10) See notes 5 through 9 above.

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EXECUTIVE COMPENSATION

Our Named Executive Officers ("NEO") for the year ended December 31, 2025 include our principal executive officer, principal financial officer and our three most highly compensated executive officers other than the principal executive officer and principal financial officer who were serving as executive officers at the end of 2025, as well as other individuals who served as our principal executive officer or principal financial officer during 2025:

(1) Mr. Stehlin served as the Company's chief executive officer from September 9, 2025 until July 17, 2026.

(2) Mr. Brenton was appointed as the Company's chief financial officer on November 2, 2025.

(3) Mr. Baharav served as the Company's chief executive officer from April 8, 2025 until September 8, 2025.

(4) Mr. Lederman served as the Company's interim chief executive officer from December 6, 2024 until April 7, 2025; Mr. Lederman subsequently served as Chief Business Officer until July 17, 2025.

(5) Mr. Zipori joined the Company as part of the MKFG merger on April 25, 2025 and was appointed as the Company's chief financial officer on April 25, 2025, a position he held until November 1, 2025.

(6) Mr. Pinchas served as the Company's chief financial officer from September 5, 2023 until April 24, 2025.

Compensation Discussion and Analysis

Overview of Compensation Program

Our board of directors and compensation committee reviewed compensation annually for all employees, including our executive officers. In setting executive base salaries and bonuses and granting equity incentive awards, the compensation committee and board of directors considered compensation for comparable positions in the market, the historical compensation levels of our executive officers, individual performance as compared to our expectations and objectives, internal equity, our desire to motivate our employees to achieve short- and long-term results that are in the best interests of our shareholders, and a long-term commitment to the Company. We targeted a general competitive position, based on independent third-party benchmark analytics to inform the mix of compensation of base salary, bonus and long-term incentives.

Our compensation committee was primarily responsible for determining the compensation for our executive officers. Our compensation committee typically reviewed and discussed management's proposed compensation with our Chief Executive Officer for all executives other than the Chief Executive Officer. Based on those discussions and its discretion, taking into account the factors noted above, the compensation committee then set the compensation for each executive officer other than the Chief Executive Officer and recommended the compensation for the Chief Executive Officer to our board of directors for approval. Our board of directors discussed the compensation committee's recommendation and ultimately approved the compensation of our Chief Executive Officer without members of management present. Our compensation committee had the authority to engage the services of a consulting firm or other outside advisors to assist in its designing of our executive compensation programs and in making compensation decisions.

Elements of Compensation

Base Salary

We use base salaries to recognize the experience, skills, knowledge and responsibilities required of all our employees, including our named executive officers. Base salaries were reviewed annually, typically in connection with our annual performance review process, and adjusted from time to time to realign salaries with market levels after taking into account individual responsibilities, performance

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and experience. Messrs. Stehlin, Brenton, Bond, Carnal, and Sade have annual base salaries for their current roles of $550,000, $325,000, $270,000, 240,006 CHF, and 822,000 ILS, respectively.

Annual Cash Bonuses

Each of our named executive officers was eligible to earn an annual cash incentive bonus which was awarded by our compensation committee in its sole discretion based on achievement of specified corporate performance goals or individual performance. Messrs. Brenton, Bond, Carnal, and Sade have bonus targets for their current roles of $150,000, $77,000, 60,000 CHF, and 411,000 ILS, respectively. In addition, we paid one-time bonuses in 2025 to Mr. Brenton of $60,000 and Mr. Baharav of $100,000, that were related to retention and CEO appointment, respectively. During the year ended December 31, 2025, the Company experienced significant turn over at both the Board and executive level. Each business unit administered its own bonus program which was overseen by the Board. Performance metrics were determined at the business unit level and based primarily off of revenue, with final bonus achievement determined at the discretion of the compensation committee. See "Summary Compensation Table - 2025" for bonuses paid or to be paid in 2026 for 2025 performance, and "Grants of Plan-Based Awards in 2025 Table" for bonus achievement of each officer.

Equity Compensation

We believe that equity grants provide our executives with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executives and our shareholders. In addition, we believe that equity grants promote executive retention because they incentivize our executive officers to remain in our employment during the vesting period. Accordingly, our Board of Directors and compensation committee periodically reviewed the equity incentive compensation of our named executive officers and granted equity incentive awards to them from time to time.

In 2025, we granted restricted stock units to our named executive officers in the amounts set forth in the "Grants of Plan-Based Awards in 2025 Table" below.

Severance Benefits

We have entered into employment agreements with each of Mr. Stehlin and Mr. Brenton that include severance and change in control provisions. These agreements encourage continued attention and dedication to their duties should there arise the possibility of a change in the control and to help ensure a smooth transition should such a change in control occur. For a detailed description, see "Potential Payments Upon Termination or Change in Control - Employment Agreements," below.

Other Benefits

Our named executive officers are eligible to participate in our broad-based employee benefits programs, including medical, dental, vision coverage, and other benefit plans, in the same manner as our other employees. We do not maintain any nonqualified deferred compensation plans or defined benefit pension plans.

Summary Compensation Table - 2025

The following table presents the compensation awarded to, earned by or paid to each of our named executive officers for the years indicated:

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* Translated using the exchange rate as of December 31, 2025, which was 0.313 (NIS/USD) (and for Mr. Carnal and Mr. Sade, 1.260 (CHF/USD)), exchange rate as of December 31, 2024, which was 0.274 (NIS/USD), and exchange rate as of December 31, 2023, which was 0.276 (NIS/USD).

(1) In accordance with SEC rules, this column reflects the aggregate grant date fair value of the restricted stock units granted during 2025, as applicable, computed in accordance with FASB ASC Topic 718. The amounts reported in this column reflect the accounting cost for the restricted stock units and does not correspond to the actual economic value that may be received upon settlement of the restricted stock units or any sale of any of the underlying Ordinary Shares.

(2) The amounts represent actual bonuses earned by our named executive officers for performance during 2025 upon the attainment of one or more pre-established company goals established by our board of directors on an annual basis.

(3) The amounts in this column represents one-time bonuses for Mr. Brenton and Mr. Baharav, and severance paid to Mr. Lederman.

(4) Mr. Stehlin was appointed CEO on September 9, 2025.

(5)Mr. Brenton joined the Company as part of the MKFG merger on April 25, 2025 and was appointed CFO on November 2, 2025. The compensation included herein is related to the dates of employment by the Company and the amount in the bonus column is a one-time retention bonus.

(6) Mr. Bond joined the Company as part of the MKFG merger on April 25, 2025. The compensation included herein is related to his period of employment by the Company.

(7) Mr. Baharav served as CEO of the Company from April 8, 2025 until September 8, 2025 and the amount in the bonus column is a one-time appointment bonus.

(8) Mr. Lederman served as interim CEO of the Company from December 6, 2024 until April 7, 2025. Mr. Lederman subsequently served as Chief Business Officer until July 17, 2025. The compensation included herein includes all of Mr. Lederman's compensation while employed by Nano Dimension Ltd. in 2025.

(9) Mr. Zipori joined the Company as part of the MKFG merger on April 25, 2025 and was appointed CFO on April 25, 2025, a position he held until November 1, 2025. The compensation included herein is related to the dates of employment by the Company.

(10) Mr. Pinchas served as CFO of the Company from September 5, 2023 until April 24, 2025.

Grants of Plan-Based Awards in 2025 Table

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(1) Bonus targets presented for the NEO's current role with the Company as of December 31, 2025 at 100% of attainment. Bonuses are pro-rated for the individuals tenure with the Company and respective roles. Actual 2025 annual incentive cash payments are reported under the heading "Non-Equity Incentive Plan Compensation" in the Summary Compensation Table. There is no threshold amount for the Annual Cash awards granted in 2025.

(2) We have computed the grant date fair value of unit awards in accordance with FASB ASC Topic 718.

(3) Unit award approved by shareholders on December 4, 2025 that vested on January 1, 2026.

Equity Vested During Fiscal Year 2025

(1) Computed by multiplying the closing market price of our ADSs on the vesting date by the number of RSUs subject to such award that vested on the applicable vesting date. No options were exercised by our NEOs during the year ended December 31, 2025.

Outstanding Equity Awards at 2025 Fiscal Year End Table

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(1) Each stock option was fully vested as of December 31, 2025.

(2) The market value of each restricted stock unit award is based on the closing price of $1.53 per share for our Ordinary Shares (as represented by ADSs) on December 31, 2025, the last trading day of fiscal year 2025, as reported on Nasdaq.

(3) This restricted stock unit award vests annually over three years following the vesting commencement date, subject to the named executive officer's continuous service as a director.

(4) This restricted stock unit award vests monthly over one year following the vesting commencement date, subject to the named executive officer's continuous service as Chief Executive Officer. To the extent that the restricted stock units are assumed and continued in connection with a "sale event," the restricted stock units will fully accelerate upon the executive's termination without "cause" or resignation for "good reason" if such termination or resignation occurs within the 12 month period following such sale event.

(5) Each restricted stock unit award vests over two years following the vesting commencement date in four equal semi-annual installments, subject to the named executive officer's continuous service. To the extent that the restricted stock units are assumed and continued in connection with a "sale event," the restricted stock units will fully accelerate upon the executive's termination without "cause" or resignation for "good reason" if such termination or resignation occurs within the 12 month period following such sale event.

(6) Each restricted stock unit award vests over a term ending July 1, 2027, subject to the named executive officer's continuous service.

(7) This restricted stock unit award vests annually over four years following the vesting commencement date, subject to the named executive officer's continuous service.

(8) This restricted stock unit award vests over three years, with 1/3 vesting one year following the vesting commencement date and the remaining portion vesting in equal semi-annual increments over the remaining 2 years, subject to the named executive officer's continuous service.

(9) Mr. Zipori's separation agreement modified the terms of his CFO appointment equity grant to cancel 504,167 RSUs and allow for the vesting of 50,000 RSUs as follows: 11,000 RSUs vesting on December 1, 2025, 11,000 RSUs vesting on January 1, 2026, 11,000 RSUs vesting on February 1, 2026, and 17,000 RSUs vesting on April 1, 2026.

(10) Mr. Stehlin was granted 200,000 unvested restricted stock units as approved at the Annual General Meeting of Shareholders held on December 4, 2025 and such RSUs vested on January 1, 2026.

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Clawback Policy

In the event the Company is required to prepare an accounting restatement of its financial statements due to the Company's material noncompliance with any financial reporting requirement under the securities laws, the Compensation Committee will require prompt reimbursement or forfeiture of any excess cash, equity, or equity-based compensation that is granted, earned or vested based wholly or in part on the attainment of a financial reporting measure affected by the restated financial statements ("Incentive Compensation") received by any current or former executive officer, including an NEO (a "Covered Executive"), during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an accounting restatement. For the sake of clarity, recoupment is required in the event of any restatement that either: (a) corrects an error in previously issued financial statements that is material to the previously issued financial statements; or (b) corrects an error not material to previously issued financial statements, but that would result in a material misstatement if (i) the error was left uncorrected in the then current period; or (ii) the error correction was recognized in the then current period. The Company's obligation to recover erroneously awarded compensation is not dependent on if or when the restated financial statements are filed. For purposes of determining the relevant recovery period, the date that the Company is required to prepare an accounting restatement as described above is the earlier to occur of: (A) the date the Board, a committee of the Board, or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an accounting restatement as described above; or (B) the date a court, regulator, or other legally authorized body directs the Company to prepare an accounting restatement as described above. In accordance with Nasdaq Rule 5608(e), this Policy is applicable to Incentive Compensation received on or after October 2, 2023. The amount to be recovered will be the excess of the Incentive Compensation paid to the Covered Executive based on the erroneous data over the Incentive Compensation that would have been paid to the Covered Executive had it been based on the restated results, as determined by the Compensation Committee, and without regard to any taxes paid by or withheld from the Covered Executive. During fiscal year 2025, there were no events that triggered a right to a clawback or recoupment from any of our executive officers.

Potential Payments Upon a Termination or Change of Control

Employment Agreements: We entered into an employment agreement with Mr. Stehlin as of September 7, 2025 (the "Stehlin Agreement") that had a one-year term that expired on September 7, 2026. As of the date of the filing of this Proxy Statement, the Stehlin Agreement had not been extended. The Stehlin Agreement provided that Mr. Stehlin's annual base salary was $550,000 and that he was entitled to a grant of RSUs with a value of $1,000,000 (the "Initial Stehlin RSUs"). The Stehlin Agreement further provided that if the Company terminated Mr. Stehlin's employment without cause (as defined in the Stehlin Agreement), Mr. Stehlin would have been entitled to the following severance benefits, subject to his execution of an irrevocable release of claims in favor of the Company and its affiliates: (i) continued payment of his base salary for the period from the termination date through September 7, 2026, (ii) continued health insurance coverage through September 30, 2026, and (iii) full acceleration of vesting of the unvested portion of the Initial Stehlin RSUs. The Stehlin Agreement provided that Mr. Stehlin was entitled to the severance benefits described in (i) and (iii) of the preceding sentence if the termination occurred after a change in control (as defined in the Stehlin Agreement) and either the Company or its successor terminated his employment without cause. In addition, Mr. Stehlin was entitled to full acceleration of vesting of the unvested portion of the Initial Stehlin RSUs if his employment terminates due to his death or disability.

We entered into an employment agreement with Mr. Brenton as of October 20, 2025 (the "Brenton Agreement") that provides for at-will employment and does not have a fixed termination date. The Brenton Agreement provides that Mr. Brenton's annual base salary was initially $325,000, he had the opportunity to receive a discretionary annual bonus of $150,000 subject to the satisfaction of performance goals established by the board, which was to be prorated for 2025, and that he was to receive an initial grant of 135,000 RSUs. If the Company terminates Mr. Brenton's employment without cause (as defined in the Brenton Agreement) or he resigns for good reason (as defined in the Brenton Agreement), Mr. Brenton is entitled to the following severance benefits, subject to his execution of an irrevocable release of claims in favor of the Company and its affiliates: (i) continued payment of his base salary for nine months in accordance with our normal payroll practices, (ii) continuation of group health plan benefits for up to nine months (with the cost shared in the same relative proportion between the Company and Mr. Brenton as of the termination date), and (iii) if applicable, payment of the unpaid annual bonus for the calendar year prior to the year of termination. In the event that such termination occurs on or within twelve months following a change in control (as defined in the Brenton Agreement), Mr. Brenton will receive the following severance benefits instead of the benefits described in the preceding sentence: (i) continued payment of (A) his annual base salary, plus (B) his target annual bonus prorated for the year of termination based on the number of days that he was employed during the year, payable in twelve equal monthly installments, (ii) continuation of group health plan benefits for up to twelve months (with the cost shared in the same relative proportion between the Company and Mr. Brenton as of the termination date), and (iii) if applicable, payment of the unpaid annual bonus for the calendar year prior to the year of termination.

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No Severance Policy: We do not maintain a severance policy with respect to potential payments to an NEO upon a termination of employment or a change of control.

Equity Awards: Pursuant to the equity agreements entered into with the respective NEOs, certain unvested equity awards may vest in connection with a change of control, which is generally defined in the employment agreements as the following:

The sale of substantially all of the Company's assets; or the consummation of a merger, consolidation, or similar corporate reorganization involving the Company and any third party, pursuant to which such third party becomes the surviving entity; or the dissolution or winding-up of the Company, whether by way of voluntary or involuntary liquidation (each, a "Transaction").

If, following the closing of the Transaction, or as part of, or in connection therewith, [the NEO]'s employment is terminated (i) by the Company other than for cause; or (ii) by [such NEO] for good reason, then all unvested RSUs shall become fully vested as of the effective date of such termination.

If you [the NEO] continuously employed and in good standing with the Company following the Transaction (whether in [such NEO]'s current role or in a comparable position assigned to [the NEO] with substantially equivalent responsibilities, authority, and duties) through the first one (1) year anniversary of the closing of the Transaction, then all unvested RSUs shall become fully vested on such first one (1) year anniversary.

The following table shows the amount of incremental value that would have been received by each of the NEOs who were serving the Company on December 31, 2025 upon certain events of termination or a change of control, including the accelerated vesting of the RSUs held by our NEOs on December 31, 2025:

(1)The amounts reflected above represent the value of the accelerated vesting of the RSUs, which is equal to the product of the number of RSUs that were subject to vesting on December 31, 2025 multiplied by the closing price of our ADSs on that date.

Other executive terminations in 2025:

We entered into a Separation Agreement with Mr. Pinchas as of June 9, 2025 (the "Pinchas Separation Agreement"). The Pinchas Separation Agreement provides that Mr. Pinchas' employment with Company terminated effective as of June 10, 2025. The Pinchas Separation Agreement contained a customary release of claims Additionally, pursuant to the Pinchas Separation Agreement, Mr. Pinchas agreed to provide post-termination services through December 10, 2025 (the "termination date"), during which time compensation was in the form of continued vesting of restricted stock units previously granted. All unvested restricted share units as of the termination date were cancelled.

We entered into a Separation Settlement Agreement and Release with Mr. Lederman as of July 30, 2025 (the "Lederman Separation Agreement"). The Lederman Separation Agreement provides that Mr. Lederman's employment with Company terminated on July 17, 2025. In consideration for Mr. Lederman's release of claims set forth in the Lederman Separation Agreement, the Company paid Mr. Lederman a gross lump sum amount of NIS 80,000 in lieu of a one-month notice period.

We entered into a Settlement Agreement and General Release with Mr. Zipori as of October 21, 2025 (the "Zipori Separation Agreement"). The Zipori Separation Agreement provides that Mr. Zipori's employment with Company terminated on November 1,

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2025. In consideration for Mr. Zipori's release of claims set forth in the Zipori Separation Agreement, the Company agreed to accelerate the vesting of 50,000 restricted stock units, granted to Mr. Zipori on April 25, 2025, under the Nano Dimension Ltd. Employee Stock Option Plan (2015) U.S. Allocation Agreement dated April 17, 2025, in four installments ending on April 1, 2026.

We have not yet entered into a separation agreement with Mr. Baharav and no severance benefits have been provided to Mr. Baharav as of the date of this Proxy Statement.

CEO Pay Ratio

In accordance with Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"), and Item 402(u) of Regulation S-K, set forth below is information about the relationship of the annualized total compensation of Mr. Stehlin, who was serving as our Chief Executive Officer as of the date that was used to determine the median employee, and the annual total compensation of our employees. Mr. Stehlin's compensation included an annual base salary of $550,000 and $1,000,000 in RSUs, and we have calculated his annualized compensation as $1,550,000. Based on this information, for 2025, the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee as of December 31, 2025 was approximately 16 to 1.

To identify the median employee and such employee's annual total compensation, the following steps were taken:

Equity Compensation Plan Information

We maintain one equity incentive plan - our Employee Stock Option Plan (2015) (the "2015 Plan"). Our 2015 Plan was adopted by our Board of Directors in February 2015 and will expire in February 2027 unless its term is extended as described in Proposal Five. Our employees, directors, officers, service providers, advisors, suppliers and any other person or entity whose services are considered valuable to us are eligible to participate in this plan. We are authorized to issue equity-based compensation to our and our subsidiaries', executive officers and/or directors and/or employees in the amount that shall not exceed 20% of our issued and outstanding share capital on a fully diluted basis, as will be at the time of the issuance. The foregoing limitation does not preclude from our Board of Directors' authority to change and/or determine the amount of equity-based compensation to be issued in accordance with the 2015 Plan.

Our 2015 Plan is administered by our Board of Directors, regarding the granting of options and the terms of option grants, including exercise price, method of payment, vesting schedule, acceleration of vesting and the other matters necessary in the administration of these plan. Eligible Israeli employees, officers and directors, would qualify for provisions of Section 102(b)(2) of the Israeli Income Tax Ordinance, or the Tax Ordinance. Pursuant to such Section 102(b)(2), qualifying options and shares issued upon exercise of such options are held in trust and registered in the name of a trustee selected by the Board of Directors. In order to be eligible under Section 102, the trustee may not release these options or shares to the holders thereof for two years from the date of the registration of the options in the name of the trustee. Under Section 102, any tax payable by an employee from the grant or exercise of the options is deferred until the transfer of the options or ordinary shares by the trustee to the employee or upon the sale of the options or ordinary shares, and gains may qualify to be taxed as capital gains at a rate equal to 25%, subject to compliance with specified conditions. Our Israeli non-employee service providers and controlling shareholders may only be granted options under Section 3(9) of the Tax Ordinance, which does not provide for similar tax benefits. The 2015 Plan also permits the grant to Israeli grantees of options that do not qualify under Section 102(b)(2).

Upon termination of employment for any other reason, other than in the event of death, disability, all unvested options will expire and

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all vested options will generally be exercisable for 3 months following termination, or such other period as determined by the plan administrator, subject to the terms of the 2015 Plan and the governing option agreement.

"For additional information regarding the 2015 Plan, see the discussion under the heading "Proposal Five - To approve an extension of the Company's Employee Stock Option Plan" below.

Equity Compensation Plan Information

The following table sets forth additional information as of October 16, 2026 about Ordinary Shares that may be issued upon the exercise of options and other rights under our existing equity compensation plans and arrangements. The information includes the number of shares covered by, and the weighted-average exercise price of, outstanding options and other rights and the number of shares remaining available for future grants excluding the shares to be issued upon exercise of outstanding options, warrants, and other rights.

Compensation Committee Interlocks and Insider Participation

None of the members of our compensation committee is an executive officer or employee of our company. None of our executive officers serves as a member of the Board of Directors or compensation committee of any entity that has one or more executive officers serving on our board of directors or compensation committee.

Compensation Committee Report

The compensation committee of the Board has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based upon such review and discussions, the compensation committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

THE COMPENSATION COMMITTEE

Robert Pons

Phillip Borenstein

Dr. Joshua Rosensweig

Andrew Sriubas

Paul Fruchthandler

Nadav Kidron

Eliezer Eli Tarlow

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Each of Dr. Joshua Rosensweig, Phillip Borenstein, Robert Pons, and Andrew Sriubas constituted the members of the compensation committee at the time the compensation committee recommended that the Company's Compensation Discussion and Analysis be included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Each of Phillip Borenstein, Paul Fruchthandler, Nadav Kidron, and Eliezer Eli Tarlow constituted the members of the compensation committee who recommended the inclusion of the Compensation Discussion and Analysis be included in this Proxy Statement.

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Pay versus Performance Comparative Disclosure

The following reflect the relationships between (i) CAP to our total CEO, and the average of CAP to our non-CEO NEOs, to our revenue, non-GAAP operating expenses, and non-GAAP adjusted EBITDA, in each case for the years 2023 through 2025, and (ii) our cumulative total shareholder return ("TSR") to our Peer Group TSR.

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Performance as a Key Consideration in Annual Compensation Review

Our compensation committee and Board of Directors review executives' performance on an annual basis and are presented with the achievement of the specific performance goals. 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 any performance-based, variable compensation. Further, the performance evaluation serves as a key factor in considering potential updates of an executive's compensation package.

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 and its strategic goals. These quantitative and, to a lesser extent, qualitative goals are assigned to each executive as part of their 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 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

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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.

Methodology

We believe that the proposed CEO compensation structure and components reflect market practice and good governance. The compensation committee and the Board of Directors considered a compensation benchmarking report prepared by Compensia, an independent compensation consultant retained by the Company. Compensia's analysis compared executive compensation practices at peer companies selected by reference to factors including market capitalization, industry and other relevant characteristics. The compensation committee and the Board of Directors considered this peer-group analysis in assessing the competitiveness and appropriateness of the CEO proposed compensation package. They believe that the proposed CEO compensation structure and components reflect market practice, good governance, and supports the attraction and retention of qualified executive leadership, while the equity award promotes alignment with shareholders' long-term interests. The discretionary bonus component provides flexibility to consider individual and Company performance and other relevant factors. 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.

When determining the proposed compensation terms, the Compensation Committee and the Board of Directors ensured that the service terms and compensation terms provide a framework that 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. For more information about the proposed compensation package for our CEO, see "Proposal Seven - To approve the compensation terms of the Company's Chief Executive Officer, Moshe Rozenbaum" below.

DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Exchange Act, requires the Company's directors, executive officers, and persons who beneficially own more than 10% of a registered class of the Company's equity securities to file initial reports of ownership on Form 3 and reports of changes in ownership on Form 4 or Form 5 with the SEC.

Because the Company was a foreign private issuer exempt from Section 16 during the fiscal year ended December 31, 2025, no Section 16(a) filings were required for that year.

AUDIT COMMITTEE REPORT

On behalf of the Board of Directors of the Company, the Audit Committee oversees the operation of the Company's system of internal controls in respect of the integrity of its financial statements and reports, compliance with laws, regulations and corporate policies, and the qualifications, performance and independence of its independent registered public accounting firm. Management has the primary responsibility for the Company's financial statements and financial reporting process, and the Company's independent registered public accounting firm is responsible for auditing those financial statements.

Consistent with its oversight responsibility, the Audit Committee has reviewed and discussed with management and its independent registered public accounting firm, KPMG LLP ("KPMG"), the audited consolidated financial statements of the Company for the year ended December 31, 2025, and the results of management's assessment of the effectiveness of the Company's internal control over financial reporting as of December 31, 2025.

The Audit Committee has also discussed with the Company's independent registered public accounting firm the matters required to be discussed under applicable Public Company Accounting Oversight Board ("PCAOB") rules, including the quality, not just the

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acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of the disclosures in the financial statements. The Company's independent registered public accounting firm also provided to the Audit Committee the written disclosures and letters regarding their independence required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm's communications with the Audit Committee concerning independence. The Audit Committee also discussed with the independent registered public accounting firm their independence from the Company and its management and considered whether the non-audit services provided by the independent registered public accounting firm to the Company are compatible with maintaining the firm's independence.

The Audit Committee discussed with the Company's independent registered public accounting firm the overall scope and plans for its audit. The Audit Committee met with the independent registered public accounting firm to discuss the results of its examinations and the overall quality of the Company's financial reporting.

Based on the Audit Committee's review of the audited financial statements and the review and discussions described in the foregoing paragraph, the Audit Committee recommended to the Board that the audited financial statements for the fiscal year ended December 31, 2025, be included in the Company's 2025 Annual Report on Form 10-K filed with the SEC on March 31, 2026. The Audit Committee has selected Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited ("PwC Israel"), as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026, and is asking the shareholders to approve the appointment.

The Audit Committee
Dr. Joshua Rosensweig
Phillip Borenstein
Robert Pons

Andrew Sriubas

Paul Fruchthandler

Nadav Kidron

Eliezer Eli Tarlow

Each of Dr. Joshua Rosensweig, Phillip Borenstein, Robert Pons, and Andrew Sriubas constituted the members of the Audit Committee at the time the Audit Committee recommended that the Company's audited financial statements be included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Each of Phillip Borenstein, Paul Fruchthandler, Nadav Kidron, and Eliezer Eli Tarlow constituted the members of the Audit Committee at the time the Audit Committee selected PwC Israel as the Company's independent registered public accounting firm.

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PROPOSAL TWO - APPROVAL AND RATIFICATION OF THE REMOVAL OF KPMG AS NANO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND THE APPOINTMENT OF KESSELMAN & KESSELMAN

AS NANO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND AUTHORIZING

THE BOARD OF DIRECTORS TO DETERMINE THEIR COMPENSATION UNTIL THE NEXT

ANNUAL GENERAL MEETING OF SHAREHOLDERS

Under the Companies Law, the appointment or re-appointment of independent public accountants requires the approval of the shareholders of the Company. The Board of Directors has authorized and approved the appointment of PwC Israel as the Company's independent auditor firm for the year ending December 31, 2026 and until the next annual general meeting of shareholders and authorized the Board of Directors to determine their compensation until the next annual general meeting. The Board of Directors believes that the appointment of PwC Israel as the independent auditor of the Company is appropriate and in the best interest of the Company and its shareholders.

We engaged PwC Israel as the Company's independent registered public accounting firm on September 28, 2026. Prior to that, including for part of the 2026 fiscal year and all of the 2025 fiscal year, KPMG LLP ("KPMG") served as the Company's independent registered public accounting firm. KPMG was dismissed as the Company's independent registered public accounting firm on September 28, 2026. The Company disclosed the change in auditors in a Current Report on Form 8-K filed with the SEC on October 2, 2026.

PwC Israel will be replacing our previous independent auditors, KPMG LLP ("KPMG"), which have been our independent auditors since August 19, 2025. Our audit committee, after providing KPMG's representative with an opportunity to present its position, concluded that there were no differences or disagreements between KPMG and us or our management concerning our financial statements, our accounting and disclosure policies or procedures or the audit scope. Thereafter, our audit committee and Board concluded that it would be in our best interest to change our independent auditors at this time.

Fees of Independent Registered Public Accounting Firm

The Company incurred the following fees from KPMG LLP for the audit of the consolidated financial statements and for other services provided for the fiscal year ended December 31, 2025, and Somekh Chaikin, a member firm of KPMG International ("Somekh Chaikin") for the fiscal year ended December 31, 2024:

Audit Committee Pre-approval Policy and Procedures

Our audit committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by our independent registered public accounting firm. This policy provides that we will not engage our independent registered public accounting firm to render audit or non-audit services unless the service is specifically approved in advance by our audit committee or the engagement is entered into pursuant to the pre-approval procedure described below. All of the fees described above were pre-approved by our audit committee.

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From time to time, our audit committee may pre-approve specified types of services that are expected to be provided to us by our independent registered public accounting firm during the next 12 months. Any such pre-approval details the particular service or type of services to be provided and is also generally subject to a maximum dollar amount.

During the fiscal year ended December 31, 2025, prior to its appointment as the Company's independent registered public accounting firm, PwC Israel was engaged by the Company to perform third-party valuation and appraisal services relating to a business acquisition, as well as Sarbanes-Oxley Act ("SOX") internal control consulting and advisory services. Our audit committee and PwC Israel evaluated these prior non-audit services under Rule 2-01 of Regulation S-X and PCAOB independence rules and concluded that they do not impair PwC Israel's independence for the fiscal year ending December 31, 2026.

Change in Independent Registered Public Accounting Firm

On September 28, 2026, our audit committee dismissed KPMG as the Company's independent registered public accounting firm. KPMG had been engaged effective August 19, 2025. KPMG's report on the Company's consolidated financial statements as of and for the fiscal year ended December 31, 2025 did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles. KPMG's report on the effectiveness of the Company's internal control over financial reporting as of December 31, 2025 contained an adverse opinion because of the material weakness described below.

During the fiscal year ended December 31, 2025 and the subsequent interim period through September 28, 2026, there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K) with KPMG on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which, if not resolved to KPMG's satisfaction, would have caused KPMG to make reference to the subject matter of the disagreement in its report, and there were no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K), except for the material weakness in internal control over financial reporting disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, relating to insufficient resources with the appropriate level of accounting knowledge, training and experience, which resulted in ineffective design and operation of process-level controls related to accounting and related disclosures for acquisitions, including controls over the valuation of certain acquired intangible assets and discontinued operations. The audit committee discussed the material weakness with KPMG, and the Company has authorized KPMG to respond fully to the inquiries of PwC Israel concerning the material weakness.

On September 28, 2026, the audit committee engaged PwC Israel as the Company's independent registered public accounting firm. During the Company's two most recent fiscal years and the subsequent interim period through September 28, 2026, neither the Company nor anyone on its behalf consulted PwC Israel regarding the matters described in Item 304(a)(2)(i) or (ii) of Regulation S-K. The Company previously reported the change in its Current Report on Form 8-K filed with the SEC on October 2, 2026, which included KPMG's letter as Exhibit 16.1.

On August 26, 2025, the Company announced the appointment of KPMG as the Company's independent registered public accounting firm, effective August 19, 2025, succeeding Somekh Chaikin, the Company's former independent registered public accounting firm. This change was in connection with the change in its principal executive offices to the U.S.

The audit reports of Somekh Chaikin on the financial statements of the Company as of and for the fiscal year ended December 31, 2024 did not contain any adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles.

During the fiscal year ended December 31, 2024 and during the period from January 1, 2025 through the period ending on August 18, 2025, there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K) with Somekh Chaikin on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures that, if not resolved to Somekh Chaikin's satisfaction, would have caused Somekh Chaikin to make reference to the subject matter of the disagreement(s) in connection with its reports.

No reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K) occurred within the fiscal year ended December 31, 2024 and subsequently until August 17, 2025.

The Company previously reported the change in its report on Form 6-K furnished with the SEC on August 26, 2025, which included Somekh Chaikin's letter as Exhibit 16.1.

Representatives of PwC Israel are expected to be present at the Meeting, will have the opportunity to make a statement if they so desire, and are expected to be available to respond to appropriate questions.

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Proposed Resolution

You are requested to adopt the following resolution:

"RESOLVED, to approve and ratify the removal of KPMG as our independent auditor firm and the appointment of PwC Israel as the Company's independent auditor firm, commencing September 28, 2026, for the fiscal year ending December 31, 2026 and until the next annual general meeting, and to authorize the Board of Directors to determine their compensation."

Vote Required

The approval of Proposal Two requires the affirmative vote of a majority of the votes properly cast on this proposal. Proposal Two is considered to be a "routine" matter, and a brokerage firm will be able to vote on this proposal even if it does not receive instructions from a beneficial owner of shares. If there are any broker non-votes or abstentions, they will have no effect on this proposal.

Board Recommendation

The Board of Directors recommends voting "FOR" the above proposal.

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PROPOSAL THREE - APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF THE 2025 COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

Background

As required under Section 14A of the Exchange Act and the Dodd-Frank Act, we are seeking, on a non-binding advisory basis, shareholder approval of the compensation of our named executive officers as described in the Compensation Discussion and Analysis and related executive compensation tables in the "Executive Compensation" section on page [16] above, which shareholders may wish to review in considering their vote on this proposal. This proposal, commonly known as a "say-on-pay" proposal, gives our shareholders the opportunity to express their views on the compensation of our named executive officers. This is the Company's first say-on-pay vote, and subject to the outcome of Proposal 4, the next say-on-pay vote is expected at the 2027 annual general meeting.

Our executive compensation program is designed with the intention of (i) attracting, motivating and retaining highly qualified executive officers in a competitive market, (ii) providing compensation to our executives that is competitive and rewarding the achievement of challenging business objectives; and (iii) aligning our executive officers' interests with those of our shareholders by providing a significant portion of total compensation in the form of equity awards. Our Board of Directors believes that our current executive compensation program must be regularly reviewed and revised as necessary to ensure alignment of our executive officers' interests with those of our shareholders. The compensation committee takes into consideration the recommendations of the Company's senior management when assessing the amount or form of executive and director compensation. The compensation committee and the Board of Directors believe that our executive compensation program is designed appropriately, that the terms of our executive compensation program are effective in implementing our compensation philosophy and in achieving our goals, and that our executive compensation program ensures that management's interests are aligned with our shareholders' interests to support long-term shareholder value creation.

As an advisory vote, this proposal is not binding. However, our Board and its compensation committee, which is responsible for designing and administering our executive compensation program, value the opinions expressed by shareholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for our named executive officers.

Proposed Resolution

You are requested to adopt the following resolution:

"RESOLVED, that the compensation paid to the Named Executive Officers of Nano Dimension Ltd. for the fiscal year ended December 31, 2025 as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, related executive compensation tables, and any narrative discussion, is hereby approved."

Vote Required

A Simple Majority is required to approve Proposal No. 3. Abstentions and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal. The say-on-pay vote is not binding on us, the Board or the compensation committee.

Board Recommendation

The Board of Directors recommends voting "FOR" the above proposal.

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PROPOSAL FOUR - ADVISORY VOTE ON THE FREQUENCY OF FUTURE SAY-ON-PAY VOTES

Under Section 14A of the Exchange Act, we are asking shareholders to indicate how frequently we should seek an advisory vote on the compensation of our named executive officers (commonly known as a "Say-on-Pay" vote).

Shareholders may vote for one of three options on this proposal:

1. Every ONE Year;

2. Every TWO Years; or

3. Every THREE Years.

Background & Recommendation

The Board of Directors believes that holding an advisory vote on executive compensation EVERY YEAR is the most appropriate policy for the Company at this time. An annual vote provides shareholders with a direct, consistent, and timely mechanism to give feedback on executive compensation practices and aligns with current corporate governance best practices.

Effect of the Vote

Because this vote is advisory, it is not binding upon the Company or the Board of Directors. However, the compensation committee and the Board value the opinions expressed by shareholders and will carefully consider the outcome of this vote when determining the frequency of future Say-on-Pay votes.

Vote Required

A Simple Majority is required to approve one of the options. Abstentions and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal. If none of the options receives a Simple Majority vote, the option that receives the highest number of votes cast will be considered to be the frequency selected by the shareholders. The shareholders' vote on the frequency of the Say-on-Pay Vote is not binding on us, the Board or the compensation committee.

Board Recommendation

The Board of Directors recommends voting for "EVERY ONE YEAR" as the frequency for future advisory votes on executive compensation.

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PROPOSAL FIVE - TO APPROVE AN EXTENSION OF THE COMPANY'S EMPLOYEE STOCK OPTION PLAN (2015)

Background to Nano Dimension Ltd. Employee Stock Option Plan (2015)

We maintain one equity incentive plan - our Employee Stock Option Plan (2015) (the "2015 Plan"). Our 2015 Plan was adopted by our shareholders in February 2015, was extended by our shareholders in December 2025 and will expire in February 2027, pursuant to which equity awards are granted to eligible service providers. Equity awards, similar to those typically offered by our competitors are, and we believe will continue to be, an integral component of our overall compensation program, enabling us to attract qualified and skilled employees and directors, retain our existing employees, including our experienced management team and provide incentives for our employees to exert maximum efforts for our success, ultimately contributing to the creation of shareholder value. We are seeking shareholder approval to extend the 2015 Plan for an additional one-year period, such that it will instead expire in February 2028. If the amendment is not approved, the 2015 Plan will expire in February 2027 and thereafter, no additional grants will be made pursuant to the 2015 Plan.

The following summary describes the material terms of the 2015 Plan. This summary of the 2015 Plan is not a complete description of all provisions of the 2015 Plan and is qualified in its entirety by reference to the 2015 Plan, which is attached hereto as Appendix A. Shareholders are encouraged to read the 2015 Plan in its entirety.

Our employees, directors, officers, and service providers (as well as those of our affiliates) are eligible to participate in this plan. As of October 16, 2026, approximately 365 employees, including 2 executive officers, 2 officers, 4 non-employee directors, and no service providers were eligible to receive awards pursuant to the 2015 Plan.

We are authorized to issue equity-based compensation to our officers and/or directors and/or employees and/or subsidiaries in the amount that shall not exceed 20% of our issued and outstanding share capital on a fully diluted basis, as will be at the time of the issuance (and a maximum of 10,000,000 Ordinary Shares may be issued pursuant to options intended to qualify as incentive stock options for U.S. tax purposes ("ISOs")). Subject to applicable law and regulations, the foregoing limitation does not preclude from our board of directors' authority to change and/or determine the amount of equity-based compensation to be issued in accordance with the 2015 Plan. In the event that awards granted pursuant to the 2015 Plan expire or are cancelled prior to exercise or settlement, as applicable, or in the event that a participant waives the right to exercise of options and/or waives the right to receive shares subject to restricted share units ("RSUs"), the underlying shares that were not purchased or settled will be available for allocation to other participants pursuant to the 2015 Plan. As of October 16, 2026, 2,506,606 Ordinary Shares were subject to outstanding awards granted pursuant to the 2015 Plan, 33,232,532 Ordinary Shares were available for grant pursuant to the 2015 Plan and the closing price of an ADS was $1.41.

The 2015 Plan provides for the grant of awards in the form of options and RSUs.

Our 2015 Plan is administered by our board of directors, regarding the granting of awards and the terms of such grants, including exercise price, method of payment, vesting schedule, acceleration of vesting and the other matters necessary in the administration of the 2015 Plan.

Eligible Israeli employees, officers and directors, would qualify for provisions of Section 102(b)(2) of the Israeli Income Tax Ordinance (the "Tax Ordinance"). Pursuant to Section 102(b)(2), qualifying restricted share units, options and shares issued upon exercise of such options are held in trust and registered in the name of a trustee selected by the board of directors. In order to be eligible under Section 102, the trustee may not release these options or shares to the holders thereof for two years from the date of the registration of the restricted share units or options in the name of the trustee. Under Section 102, any tax payable by an employee from the grant or exercise of the options is deferred until the transfer of the restricted share units, options or ordinary shares by the trustee to the employee or upon the sale of the restricted share units, options or ordinary shares, and gains may qualify to be taxed as capital gains at a rate equal to 25%, subject to compliance with specified conditions. Our Israeli non-employee service providers and controlling shareholders (as such term is defined in the Tax Ordinance) may only be granted options under Section 3(9) of the Tax Ordinance, which does not provide for similar tax benefits. The 2015 Plan also permits the grant to Israeli grantees of options that do not qualify under Section 102(b)(2). Unless otherwise provided by our Board of Directors, each portion of vested options must be exercised within four years after the date on which such portion vested.

With respect to U.S. service providers, the appendix to the 2015 Plan provides that incentive stock options, within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), may be granted to our employees and our parent and subsidiary corporations' employees, and nonqualified stock options ("NSOs") may be granted to our employees, directors and service providers and any of our affiliates' employees and service providers. The exercise price per share of an option granted to a U.S. service provider may not be less than 100% (or 110% in the case of ISOs granted to a person who owns or is deemed to own stock

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possessing more than 10% of our total combined voting power or that of any of our parent or subsidiary corporations (a "Ten Percent Stockholder") of the fair market value of an ordinary share on the date of grant. In addition, no ISO will be exercisable after the expiration of ten years (or five years in the case of ISOs granted to a Ten Percent Stockholder) after the date of grant and the aggregate fair market value, determined at the time of grant, of ordinary shares with respect to ISOs that are exercisable for the first time by any participant during any calendar year under all of our stock plans or plans of our affiliates may not exceed $100,000 and options or portions thereof that exceed such limit will generally be treated as NSOs.

Upon termination of employment for any other reason, other than in the event of death or disability, all unvested options will expire and all vested options will generally be exercisable for 3 months following termination, or such other period as determined by the plan administrator, subject to the terms of the 2015 Plan and the governing option agreement. Upon termination of employment or service due to death or disability, all unvested options will expire and all vested options will generally be exercisable for 12 months following termination, or such other period as determined by the plan administrator, subject to the terms of the 2015 Plan and the governing option agreement.

Subject to the terms of the 2015 Plan, each RSU will have such terms and conditions as determined by the plan administrator. An RSU represents a participant's right to be issued on a future date the number of ordinary shares that is equal to the number of RSUs subject to the award. A participant will not have voting or any other rights as a shareholder of ours with respect to any RSU award (unless and until shares are actually issued in settlement of a vested RSU). An RSU award will generally be granted in consideration for a participant's services to us or an affiliate, such that the participant will not be required to make any payment to us (other than such services) with respect to the grant or vesting of the RSU award, or the issuance of any shares pursuant to the RSU award. The plan administrator may also specify that an RSU is intended to qualify for provisions of Section 102(b)(2) of the Tax Ordinance.

Unless otherwise provided in an award agreement, options and RSUs granted pursuant to the 2015 Plan generally vest over three years, with one third of the award vesting after twelve months, and the remaining portion vesting in equal quarterly increments over the following two years, subject to the holder's service through the applicable vesting date. If the holder's service is terminated due or incidentally to a change in control, the vesting period of the next portion of the award that was scheduled to vest will accelerate upon such termination.

Awards granted under the 2015 Plan may not be transferred or assigned by a participant (or the trustee, with respect to awards subject to Section 102(b)(2) of the Tax Ordinance) other than upon death pursuant to the laws of descent and distribution. After the vested shares subject to an award have been issued, or in the case of a restricted stock award and similar awards, after the issued shares have vested, the holder of such shares is free to assign, hypothecate, donate, encumber or otherwise dispose of any interest in such shares provided that any such actions are in compliance with the terms of our trading policy and applicable law.

In the event of a merger or consolidation of the Company with or into another company, when the other company is the surviving entity, or when the Company is the surviving entity but at least 50% of the existing voting rights in the Company changed due to the merger; or in the event all or an absolute majority of our shares are purchased by a third party, or sale of all or an absolute majority of our assets, awards granted pursuant to the 2015 Plan will be assumed or substituted for by the surviving entity, with the awards converted in accordance with the mechanism specified in the transaction agreement. If the surviving entity does not assume or substitute for such awards, then (i) the vesting (and exercisability, if applicable) of such awards will be accelerated in full or in part prior to the closing of the transaction (and contingent upon the closing of the transaction), and such awards will terminate if not exercised (if applicable), (ii) all or part of such awards will terminate upon the occurrence of the transaction and the holder will receive consideration in an amount determined by the plan administrator in its sole discretion (that may be based on the share price received or that should be received by the other shareholders), or (iii) all or part of such unvested awards will terminate upon the occurrence of the transaction and no consideration will be paid to the holder. In addition, if the plan administrator determines that the ordinary shares have no value in connection with the transaction, the plan administrator may determine that relevant options expire upon the closing of the transaction.

The Board of Directors may change, suspend or cancel, retroactively or otherwise, the 2015 Plan, provided that except for amending copying errors, amendment deriving from the requirements of applicable law or as explicitly set forth in the 2015 Plan, the rights of a participant with respect to awards granted prior to the change, suspension or cancellation will not be adversely affected without the consent of such participant.

New Plan Benefits

Except for the awards described below in Proposals Six and Seven, the selection of participants who receive awards under the 2015 Plan and the size and types of awards will be determined by the plan administrator in its discretion. The value of any future equity awards will ultimately depend on the nature and size of the awards, the future price of our shares and the exercise decisions made by

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the participants, among other factors, and will be subject to such vesting conditions under the 2015 Plan as the plan administrator determines from time to time. Therefore, the amount of any future awards under the 2015 Plan is not yet determinable and it is not possible to predict the benefits or amounts that will be received by, or allocated to, particular individuals or groups of employees. For further details on the awards granted during the fiscal year ended December 31, 2025 under the 2015 Plan to our named executive officers and non-employee directors, please refer to the named executive officer and director compensation tables beginning on page [●] and [●], respectively, of this Proxy Statement.

The following equity awards to be granted to our non-employee directors and Mr. Rozenbaum are described in Proposals Six and Seven. For illustrative purposes only, the table below shows the equity awards that were granted to the Company's Named Executive Officers and other groups of individuals named below under the 2015 Plan in the fiscal year ended December 31, 2025:

_____________________

(1) Represents grants of RSUs under the 2015 Plan.

U.S. Federal Income Tax Consequences

The following is a summary of the U.S. federal income tax treatment applicable to us and the participants who receive awards under the 2015 Plan based on the U.S. federal income tax laws in effect on the date of this proxy statement. This summary is not intended to be exhaustive and does not address all matters relevant to a particular participant based on their specific circumstances. The summary expressly does not discuss the income tax laws of any state, municipality or non-U.S. taxing jurisdiction, including Israel, or the gift, estate, excise or other tax laws other than U.S. federal income tax law. Because individual circumstances may vary, we recommend that all participants consult their own tax advisor concerning the tax implications of awards granted under the 2015 Plan.

Options granted under the 2015 Plan to U.S. service providers may be either ISOs, which satisfy the requirements of Section 422 of the Code, or NSOs, which are not intended to meet such requirements. The U.S. federal income tax treatment for the two types of options differs as follows:

Incentive Stock Options

No taxable income is recognized by the participant at the time of the grant of an ISO, and no taxable income is recognized for ordinary income tax purposes at the time the ISO is exercised, although taxable income may arise at that time for alternative minimum tax purposes. Unless there is a disqualifying disposition, as described below, the participant will recognize long-term capital gain in an amount equal to the excess of (i) the amount realized upon the sale or other disposition of the purchased shares over (ii) the exercise price paid for the shares.

A disqualifying disposition occurs if the disposition is less than two years after the date of grant or less than one year after the exercise date. If there is a disqualifying disposition of the shares, then the excess of (i) the fair market value of those shares on the exercise date or (if less) the amount realized upon such sale or disposition over (ii) the exercise price paid for the shares will be taxable as ordinary income to the participant. Any additional gain or loss recognized upon the disposition will be a capital gain or loss.

If the participant makes a disqualifying disposition of the purchased shares, then we will be entitled to an income tax deduction, for the taxable year in which such disposition occurs, equal to the amount of ordinary income recognized by the participant as a result of the disposition. We will not be entitled to any income tax deduction if the participant makes a qualifying disposition of the shares.

Nonqualified Stock Options

No taxable income is recognized by a participant upon the grant of an NSO. The participant in general will recognize ordinary income, in the year in which the NSO is exercised, equal to the excess of the fair market value of the purchased shares on the exercise date over the exercise price paid for the shares. We will be entitled to an income tax deduction equal to the amount of ordinary income recognized by the participant with respect to the exercised non-statutory stock option.

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RSUs

Generally, no taxable income is recognized upon receipt of RSUs. The holder will recognize ordinary income in the year in which the shares subject to the award are actually issued or in the year in which the award is settled in cash. The amount of that income will be equal to the fair market value of the shares on the date of issuance or the amount of the cash paid in settlement of the award.

We will be entitled to an income tax deduction equal to the amount of ordinary income recognized by the holder at the time the shares are issued or the cash amount is paid.

Withholding

Prior to the delivery of any ordinary shares pursuant to an award granted under the 2015 Plan, we (or our affiliates) will have the power and the right to deduct or withhold, or require a participant to remit to us, an amount sufficient to satisfy federal, state, and local taxes or other amounts required to be withheld with respect to such award (or exercise thereof).

Section 409A of the Code

Certain types of awards under the 2015 Plan may constitute, or provide for, a deferral of compensation subject to Section 409A of the Code. Unless the award satisfies certain requirements set forth in Section 409A of the Code, holders of such awards may be taxed earlier than would otherwise be the case (e.g., at the time of vesting instead of the time of payment) and may be subject to an additional 20% penalty tax (and, potentially, interest and penalties). To the extent applicable, awards granted to U.S. service providers under the 2015 Plan are intended to be structured and interpreted in a manner intended to either comply with or be exempt from Section 409A of the Code and the Department of Treasury regulations and other interpretive guidance that may be issued under Section 409A of the Code.

Deductibility of Executive Compensation

Section 162(m) of the Code limits the deductibility for federal income tax purposes of certain annual compensation paid to any "covered employee" in excess of $1 million. For purposes of Section 162(m), the term "covered employee" includes any individual who serves or has served as our chief executive officer, chief financial officer or one of the other three most highly compensated executive officers for 2017 or any subsequent calendar year. Compensation deductions for any covered employee with respect to awards under the 2015 Plan may be subject to the $1 million annual deduction limitation.

Extension of the 2015 Plan

The Company is seeking shareholder approval to extend the 2015 Plan for an additional one-year period, such that it will instead expire in February 2028.

Proposed Resolution

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

"RESOLVED, to approve the extension of the Nano Dimension Ltd. Employee Stock Option Plan (2015) for an additional one-year period, until February 2028."

Vote Required

The above resolution requires the affirmative vote of a Simple Majority. Abstentions and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal.

The Board of Directors recommends that the shareholders vote "FOR" the above proposal.

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PROPOSAL SIX - APPROVAL AND ADOPTION OF THE REVISED COMPENSATION POLICY

The Board of Directors is requesting that the shareholders approve and adopt the Company's revised Compensation Policy (the "Revised Compensation Policy"). The following summary is qualified in its entirety by reference to the Revised Compensation Policy, which is attached hereto as Appendix B. Shareholders are encouraged to read the Revised Compensation Policy in its entirety.

The principal differences between the Company's existing Compensation Policy and the Revised Compensation Policy relate to the compensation of the Company's non-executive directors, including increased annual cash and equity retainers, revised retainers for service on standing committees and compensation for service on non-standard committees, as described below (the "Proposed Non-Executive Directors' Compensation").

Except for the changes described below, the other provisions of the existing Compensation Policy remain unchanged.

Background

Our current Compensation Policy was approved on June 7, 2022 and on December 6, 2024, our shareholders approved an amended Compensation Policy, pursuant to which equity-based compensation and an annual cash retainer shall be granted to our non-executive board members. Further information on the terms of our Compensation Policy is detailed in Form 6-K filed by the Company on December 6, 2024. For more information concerning the Companies Law requirements in connection with compensation policies, see "Corporate Governance" above, under "Compensation Committee."

Proposed Changes to the Compensation Policy

On October 22, 2026, the compensation committee and the Board of Directors, respectively, approved and recommended that the shareholders of the Company approve and adopt the revised Compensation Policy attached hereto as Appendix B to reflect the Proposed Non-Executive Directors' compensation described below.

The proposed compensation arrangements are intended to increase annual cash retainers for the Company's non-executive directors, increase the maximum annual value of RSU awards without imposing a fixed numerical cap on the number of RSUs (subject to share availability and reasonable equity burn-rate considerations), and establish revised cash retainers for the Board and committee leadership and committee service. The proposed arrangements are based on recommendations provided by Compensia, an independent compensation consultant retained by the Company.

The principal changes to the existing Compensation Policy are reflected in the following proposed compensation arrangements:

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Conclusions and Recommendations

The compensation committee and the Board of Directors believe that the proposed cash and equity compensation arrangements will help the Company attract and retain qualified non-executive directors with the skills and experience necessary to provide robust independent oversight. In evaluating the proposed arrangements, the compensation committee and the Board of Directors considered recommendations provided by Compensia, an independent compensation consultant retained by the Company. Compensia's recommendations were informed by a comparative analysis of director compensation practices at peer companies selected based on factors including market capitalization, industry and other relevant characteristics, together with the responsibilities, time commitments and potential liabilities associated with Board and committee service and relevant market compensation practices. The proposed increase in the annual value of RSU awards, without a fixed numerical share cap but subject to share availability and reasonable equity burn-rate considerations, is intended to provide flexibility while remaining mindful of shareholder dilution.

Therefore, the compensation committee and the Board of Directors consider it appropriate that all non-executive directors, whether currently serving or appointed or elected in the future, receive compensation that reflects the time, attention and expertise required of them, including additional responsibilities undertaken as Board Chair or as chairs or members of the audit committee, compensation committee or non-standard committees. For purposes of these arrangements, non-standard committees refer to committees of the Board other than the audit committee and compensation committee.

The Proposed Non-Executive Directors' Compensation exceeds the limitations of the Compensation 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, having considered Compensia's recommendations and the factors described above, the compensation committee and the Board of Directors determined that the Proposed Non-Executive Directors' Compensation, including the increased cash retainers, revised committee compensation and increased annual RSU award values, is in the Company's best interest. The existing Compensation Policy will remain in place if shareholders do not approve this proposal.

Proposed Resolution

Accordingly, on October 22, 2026, the compensation committee and the Board of Directors, respectively, approved and recommend that the shareholders of the Company are requested to adopt the following resolution:

"RESOLVED, to approve and adopt the Revised Compensation Policy of the Company, including the proposed compensation arrangements for the Company's non-executive directors, as set forth in the Proxy Statement."

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Vote Required

The above resolution requires the affirmative vote of a Special Majority. Abstentions and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal.

The Board of Directors recommends that the shareholders vote "FOR" the above proposal.

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PROPOSAL SEVEN - TO APPROVE THE COMPENSATION TERMS OF THE COMPANY'S INTERIM CHIEF EXECUTIVE OFFICER, MR. MOSHE ROZENBAUM

Mr. Moshe Rozenbaum has served as the Company's interim CEO since July 21, 2026 and CEO since [●], 2026. Mr. Rozenbaum's biography is presented elsewhere in this Proxy Statement under Proposal 1 - Re-Election of Directors. On October 15, 2026, the compensation committee and the Board of Directors, respectively, approved and recommended that the shareholders of the Company approve, the compensation terms for Mr. Rozenbaum, as detailed below.

Background and Rationale for Mr. Rozenbaum's Proposed Compensation

Performance as a Key Consideration in Annual Compensation Review

The compensation committee and the Board of Directors consider the performance of executive officers in reviewing their compensation. Any annual cash bonus payable to each executive will be discretionary, as determined by the Board of Directors and the compensation committee in accordance with the Compensation Policy and applicable law, taking into account the executive's performance, Company's performance and other relevant considerations. Further, the performance evaluation serves as a key factor in considering potential updates of an executive's compensation package. No specific bonus amount or payout is guaranteed.

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 Mr. Rozenbaum, consisting of an annual base salary, eligibility for a discretionary annual bonus and a long-term incentive component in the form of equity awards.

Methodology

The compensation committee and the Board of Directors considered a compensation benchmarking report prepared by Compensia, an independent compensation consultant retained by the Company. Compensia's analysis compared executive compensation practices at peer companies selected by reference to factors including market capitalization, industry and other relevant characteristics. The compensation committee and the Board of Directors considered this peer-group analysis in assessing the competitiveness and appropriateness of Mr. Rozenbaum's proposed compensation package. They believe that the proposed CEO compensation structure and components reflect market practice, good governance, and supports the attraction and retention of qualified executive leadership, while the equity award promotes alignment with shareholders' long-term interests. The discretionary bonus component provides flexibility to consider individual and Company performance and other relevant factors. 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.

Mr. Rozenbaum's Proposed Compensation

The proposed compensation terms for Mr. Rozenbaum are as follows:

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Proposed Resolution

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. Moshe Rozenbaum, as set forth in the Proxy Statement."

Vote Required

The above resolution requires the affirmative vote of a Special Majority. Abstentions and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal.

The Board of Directors recommends that the shareholders vote "FOR" the above proposal.

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HOUSEHOLDING

Some banks, brokers and other nominee record holders may be participating in the practice of "householding" proxy statements, annual reports or Notices of Internet Availability of Proxy Materials. This means that only one copy of our documents, including the annual report to shareholders, proxy statement and Notice of Internet Availability of Proxy Materials, may have been sent to multiple shareholders in your household. We will promptly deliver a separate copy of either document to you upon written or oral request to Nano Dimension Ltd., 60 Tower Road, Waltham, Massachusetts 02451, Attention: Mr. Itay Mandel. If you want to receive separate copies of the proxy statement, annual report or Notice of Internet Availability of Proxy Materials to shareholders in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker or other nominee record holder, or you may contact us at the above address and phone number.

SHAREHOLDER PROPOSALS

Shareholder Proposals and Nomination of Directors for the Meeting

Any shareholder of the Company who intends to present a proposal at the Meeting must satisfy the requirements of the Israel Companies Law and the Articles. Under the Israel Companies Law and the regulations promulgated thereunder, only shareholders who severally or jointly hold at least 1% of the Company's outstanding voting rights are entitled to request that the Board include a proposal in a future shareholders meeting (5% of the Company's outstanding voting rights in the case of a proposal relating to the election or removal of a director), provided that such proposal is appropriate for consideration by shareholders at such meeting.

All proposals shall be made by submitting such proposal within seven days of publication of the Company's notice with respect to its general meeting of shareholders, unless a preliminary notice is published at least twenty-one days prior to a publication of the notice of the meeting, stating its intention to convene such meeting and the agenda thereof, in which case the shareholder proposal should be submitted within fourteen days of such preliminary notice. All proposals must comply with the requirements of the Israel Companies Law and the Articles.

Such shareholders may present proposals or director nominees for consideration at the Meeting by submitting their proposals in writing to Nano Dimension Ltd., 60 Tower Road, Waltham, Massachusetts 02451, Attention: Mr. Itay Mandel. For a shareholder proposal to be considered for inclusion in the Meeting, the Company must receive the written proposal that satisfies the Israel Companies Law and the Articles no later than [●], 2026. If our Board determines that a shareholder proposal is duly and timely received and is appropriate under applicable Israeli law for inclusion in the agenda of the Meeting, we will publish a revised agenda for the Meeting no later than [●] in a press release or a Current Report on Form 8-K furnished to the SEC.

Shareholder Recommendations for Director Nominations for the Annual General Meeting in 2027

Our Articles provide that, for nominations of persons for election to our Board of Directors or other proposals to be considered at an annual general meeting of our shareholders, a shareholder must give written notice to Nano Dimension Ltd., 60 Tower Road, Waltham, Massachusetts 02451, Attention: Mr. Itay Mandel, not later than the close of business 90 days, nor earlier than the close of business 120 days, prior to the first anniversary of the date of the preceding year's annual meeting. However, our Articles also provide that in the event the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice must be delivered not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made. Any nomination must include all information relating to the nominee that is required to be disclosed in solicitations of proxies for election of directors in election contests or is otherwise required under Regulation 14A of the Exchange Act, the person's written consent to be named in the proxy statement and to serve as a director if elected and such information as we might reasonably require to determine the eligibility of the person to serve as a director. As to other business, the notice must include a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting, and any material interest of such shareholder (and the beneficial owner) in the proposal. The proposal must be a proper subject for shareholder action. In addition, to make a nomination or proposal, the shareholder must be of record at the time the notice is made and must provide certain information regarding itself (and the beneficial owner), including the name and address, as they appear on our books, of the shareholder proposing such business, the number of shares of our capital stock which are, directly or indirectly, owned beneficially or of record by the shareholder proposing such business or its affiliates or associates (as defined in Rule 12b-2 promulgated under the Exchange Act) and certain additional information.

The advance notice requirements for the annual general meeting are as follows: a shareholder's notice shall be timely if delivered to Mr. Itay Mandel, the Company's counsel prior to the meeting at which the action is to be taken. Generally, to be timely, notice must be received at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary of the date of the annual meeting for the preceding year. Our Articles specify the requirements as to form and content of all shareholders' notices. These requirements may preclude shareholders from bringing matters before the shareholders at an annual or special meeting.

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In addition, shareholders who intend to solicit proxies in support of director nominees other than the Company's nominees must comply with the additional requirements of Rule 14a-19(b) under the Exchange Act. Such notice must be received no later than [●], 2027.

Requirements for Shareholder Proposals to be Considered for Inclusion in the Company's Proxy Materials

In addition to the requirements stated above, any shareholder who wishes to submit a proposal for inclusion in our proxy materials must comply with Rule 14a-8 promulgated under the Exchange Act. For such proposals to be included in our proxy materials relating to our 2027 annual general meeting of shareholders, all applicable requirements of Rule 14a-8 must be satisfied and we must receive such proposals no later than [●]. Such proposals must be delivered to Nano Dimension Ltd., 60 Tower Road, Waltham, Massachusetts 02451, Attention: Mr. Itay Mandel.

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OTHER MATTERS

Our Board of Directors does not know of any other matters to be brought before the Meeting. If any other matters not mentioned in this Proxy Statement are properly brought before the Meeting, the individuals named in the enclosed proxy intend to use their discretionary voting authority under the proxy to vote the proxy in accordance with their best judgment on those matters.

ADDITIONAL INFORMATION

The Company is subject to the informational requirements of the Exchange Act and effective January 1, 2026. files annual, quarterly and current reports and other information with the 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. Any additional questions about the Meeting can be directed to Mr. Itay Mandel, the Company's counsel, at [email protected].

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 [●], 2026. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS DOCUMENT IS ACCURATE AS OF ANY DATE OTHER THAN [●], 2026, 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.

Phillip Borenstein, Chairman of the Board of Directors

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APPENDIX A

Nano Dimension Ltd.

(the "Company")

Employee Stock Option Plan (2015)

The following definitions shall apply to terms mentioned in the Plan:

"Option" - an option issued under the Plan to purchase Shares, while each option is exercisable into one ordinary Share of the Company (subject to adjustments) and subject to the provisions of this Plan.

"RSU" -Restricted Share Unit issued under the Plan.

"3(i) Options" - Options the exercise of which are subject to the tax regime set forth in Section 3(i) of the Income Tax Ordinance, allocated to persons who are not Eligible Participants.

"3(i) RSUs" - RSUs the settlement of which are subject to the tax regime set forth in Section 3(i) of the Income Tax Ordinance, allocated to persons who are not Eligible Participants.

"Award" - Options and RSUs granted pursuant to the terms of this Plan.

"Choice of Course" - the Company's choice between two tax courses applicable to allocation of shares to employees through a trustee (the Capital Gains Course or the Ordinary Income Course), which shall be reported to the tax authorities, and according to which course Awards shall be allocated under the Plan.

"Controlling Shareholder" - as defined in Section 32(9) of the Ordinance.

"Board" - the Company's board of directors.

"Stock Exchange" - the Tel Aviv Stock Exchange Ltd.

"Nominee Company" - any nominee company chosen by the Company.

"Rules" - the Income Tax Rules (Tax Benefits in Shares Issuance to Employees), 5763-2003.

"Director" - a director appointed under Section 229 of the Ordinance, including the deputy director.

"Allocation without a Trustee" - allocation to an Eligible Participant in accordance with Section 102(c) of the Income Tax Ordinance that is not held in trust by the Trustee.

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"Capital Gains Course Allocation" - allocation to an Eligible Participant through a trustee, to which the Capital Gains Course tax arrangement applies.

"Ordinary Income Course Allocation" - allocation through a trustee, to which the Ordinary Income Course tax arrangement applies.

"Allocation through a Trustee" - allocation in accordance with Section 102(b) of the Income Tax Ordinance, while the Award or Share being allocated is held for the Participant by a trustee, including Ordinary Income Course Allocations and Capital Gains Course Allocations.

"Allocation Agreement" - an agreement or other document defining the terms of a certain Allocation under the Plan, including clauses in the employment agreement between the Company and the Participant that includes an undertaking to allocate Options, RSUs or Shares.

"Allocation" - an allocation of Options, RSUs or Shares under the Plan. Every allocation shall be confirmed by an Allocation Agreement setting forth the terms thereof.

"Company" - Nano Dimension Ltd., and any succeeding entity.

"Affiliated Company" - any Employer Company, as defined in Section 102(a) of the Income Tax Ordinance.

"Companies Law" - the Companies Law, 5759-1999, and its amendments.

"Shares" - ordinary shares of the Company, par value NIS 0.1 each (subject to adjustments and/or technical changes to the Company's equity).

"Exercise Shares" - shares resulting from the exercise of Options.

"Capital Gains Course" - the tax arrangement set forth in Sections 102(b)(2) and 102(b)(3) of the Income Tax Ordinance.

"Ordinary Income Course" - the tax arrangement set forth in Section 102(b)(1) of the Income Tax Ordinance, whereby income generated by the sale of Shares or the transfer thereof from the Trustee to an employee shall be taxed as ordinary income.

"Participant" - any person receiving Allocation under the Plan and executing an Allocation Agreement.

"Eligible Participant" - an employee of the Company or of an Affiliated Company, or an individual serving as director or officer of the Company, but not a Controlling Shareholder.

"Trustee" - a person or corporation appointed by the Company's Board to serve as trustee, and who has been approved by the tax authorities in accordance with Section 102 of the Ordinance.

"Income Tax Ordinance" or "Ordinance" - the Income Tax Ordinance [New Version], 5721-1961, and all rules, regulations, orders and decisions by virtue thereof, and all amendments thereto, and particularly the Rules (as defined above), as may be amended from time to time.

"Code" - Internal Revenue Code of 1986, as amended.

"Control" - as such term is defined in the Securities Law, 5728-1968.

"Plan" - this plan.

"Plan Administrator" - the Company's Board.

"Restriction Period" - the period set forth in Section 102 of the Ordinance, or any other period required by the tax authorities in connection with Allocation through a Trustee, during which Options and/or RSUs allocated by the Company must be held by the Trustee for the benefit of the Eligible Participant. As of the date of adopting this Plan, the Restriction Period for Ordinary Income

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Course Allocations is 12 months from the date of allocating the Options and/or RSUs, and the Restriction Period for Capital Gains Course Allocations is 24 months from the date of allocating the Options and/or RSUs.

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The Board is entitled to determine from time to time the number of Options, RSUs and Shares designated for Allocations in the framework of the Plan, and such number may be reduced or increased from time to time. Until termination of the Plan the Company shall reserve a suitable number of Shares from its registered and unissued share capital for purpose of allocating the total number of Shares underlying the Awards that have been granted, subject to adjustments resulting from changes in the equity of the Company, as set forth in Section 11 hereunder. Any such Shares that remain registered but unissued, and that upon termination of the Plan are not underlying Options and/or RSUs shall no longer be reserved for the Plan, however until termination of the Plan the Company shall at all times reserve a suitable number of Shares in accordance with the requirements of the Plan. In the event Options and/or RSUs granted in accordance with the Plan expire or are cancelled prior to exercise or settlement, as applicable, or in the event a Participant waives the exercise of such Options and/or waives the right to receive Shares subject to RSUs, the underlying Shares that were not purchased or settled shall be made available for the Plan and may be used including for allocation to other Participants.