Exhibit 99.3
NANO DIMENSION LTD.
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints, Mr. Yoav Stern, Chief Executive Officer and Chairman of the Board of Directors, and Mr. Tomer Pinchas, the Company’s Chief Operating Officer, and each of them, as agents and proxies of the undersigned, with full power of substitution to each of them, to represent and to vote on behalf of the undersigned all the Ordinary Shares of Nano Dimension Ltd. (the “Company”) which the undersigned is entitled to vote at the Annual General Meeting of Shareholders (the “Meeting”) to be held at the offices of the Company at 2 Ilan Ramon, Ness Ziona 7403635, Israel, on September 7, 2023, at 3:00 pm, Israel time, and at any adjournments or postponements thereof, upon the following matter, which is more fully described in the Notice of Annual General Meeting of Shareholders and Proxy Statement relating to the Meeting.
This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned. If no direction is made with respect to any matter, this Proxy will be voted in accordance with the Board of Directors recommendation for such matter. Any and all proxies heretofore given by the undersigned are hereby revoked.
(Continued and to be signed on the reverse side)
NANO DIMENSTION LTD.
ANNUAL GENERAL MEETING OF SHAREHOLDERS
Date of Meeting: September 7, 2023
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE
MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒
| 1. | To re-appoint Somekh Chaikin, Certified Public Accountants (Israel), a member of KPMG International, as the Company’s independent auditor firm of the Company until the next annual general meeting of the shareholders, and to authorize the Company’s Board of Directors to determine their compensation until the next annual general meeting. |
| 2 | Re-election or initial election (as applicable) to the Board of Directors, to serve as Class III directors of the Company for a term of three years that expires at the third annual general meeting of shareholders following such re-election or initial election (as applicable) and until they cease to serve in office in accordance with the provisions of the Company’s Articles or any law, whichever is the earlier, of either: |
| | The Nano Slate, a slate of three individuals nominated by the Company’s Board of Directors, consisting of: Yoav Nissan Cohen (a current Nano board member), Mr. Oded Gera (a current Nano board member) and Col. (Res.) Channa (Hanny) Caspi (a current Nano board member) (collectively, the “Nano Slate”) Or The Murchinson Slate, a slate of three individuals nominated by the Proposing shareholder, consisting of: Ms. Karen Sarid, Mr. Robert (Bob) Pons, and Mr. Phillip (Pinny) Borenstein (collectively, the “Murchinson Slate”). | | ☐ FOR ☐ FOR ☐ ABSTAIN | | |
| 3 | To amend article 39 of the Company’s Articles. |
| 4 | To amend article 42 of the Company’s Articles. |
| 5 | To approve the removal of Mr. Yoav Stern from the Board of Directors. |
| 6 | To approve the removal of Mr. Igal Rotem from the Board of Directors. |
| 7 | To approve the removal of Mr. Amit Dror from the Board of Directors. |
| 8 | To approve the removal of Mr. Simon Anthony-Fried from the Board of Directors. |
| 9 | To approve the removal of Mr. J. Christopher Moran from the Board of Directors. |
| 10 | To approve the removal of Mr. Ron Elazar Kleinfeld from the Board of Directors. |
In their discretion, the proxies are authorized to vote upon such other matters as may properly come before the Meeting or any adjournment or postponement thereof.
| | | | _____________, 2023 | |
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Please sign exactly as your name appears on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.
