Nova : Form SD for the year ended December 31, 2022

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM SD

SPECIALIZED DISCLOSURE REPORT

Nova Ltd.

(Exact name of registrant as specified in its charter)

Israel	000-30668	98-0601172
(State or other jurisdiction of	(Commission file number)	(IRS Employer Identification No.)
incorporation or organization)

5 David Fikes St., Rehovot 7632805, Israel (Address of principal executive offices) (Zip code)

Dror David, [phone]

(Name and telephone number, including area code, of the person to contact in connection with this report)

Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:

• Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2022.

SECTION 1 - CONFLICT MINERALS DISCLOSURE

Item 1.01 and 1.02 Conflict Minerals Disclosure and Report, Exhibit

Conflict Minerals Disclosure

In accordance with Rule 13p-1 of the Securities Exchange Act of 1934, as amended, Nova Ltd. (the "Company") hereby files this Specialized Disclosure Report on Form SD and the Conflict Minerals Report attached hereto as Exhibit 1.01. The Specialized Disclosure Report on Form SD and Conflict Minerals Report are also available on the Company's websiteat: https://www.novami.com/investors/cg/ under "Investors" - "Corporate Governance" - "Conflict Minerals". The content of any website referred to in this Form SD (including the exhibit hereto) is included for general information only and is not incorporated by reference into this document.

SECTION 2 - RESOURCE EXTRACTION ISSUER DISCLOSURE

Item 2.01 Resource Extraction Issuer Disclosure and Report

Not applicable.

SECTION 3 - EXHIBITS

Item 3.01 Exhibits

Exhibit 1.01 - Conflict Minerals Report for the reporting period January 1, 2022 to December 31, 2022.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the duly authorized undersigned.

Nova Ltd. (Registrant)

By:	/s/ Dror David______________________	May 30, 2023
	Dror David	Date
	Chief Financial Officer

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Nova Ltd.

Conflict Minerals Report

For the Reporting Period January 1, 2022 to December 31, 2022

Introduction

This Conflict Minerals Report of Nova Ltd. (the "Company", "our Company", "Nova", "we", "us" or "our") for the reporting period from January 1, 2022 to December 31, 2022 is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934, as amended (the "Rule"). The Rule was adopted by the Securities and Exchange Commission (the "SEC") to implement reporting and disclosure requirements related to conflict minerals as directed by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. The Rule imposes certain reporting obligations on SEC registrants whose manufactured products contain cassiterite, columbite-tantalite (coltan), gold, wolframite and their derivatives, which are limited to tin, tantalum, tungsten and gold ("Conflict Minerals"), and which are necessary to the functionality or production of their products. The Rule requires each of these registrants to conduct a reasonable country of origin inquiry ("RCOI") with respect to the sourcing of the Conflict Minerals that such company uses in its products and, if it has no reason to believe that the Conflict Minerals originated in the Democratic Republic of the Congo ("DRC") or an adjoining country (the "Covered Countries"), file a description of the inquiry performed and the results of such inquiry on Form SD. If after conducting a RCOI as required by SEC rules a registrant has reason to believe that any of the Conflict Minerals in its supply chain may have originated in the DRC or Covered Countries, or if it is unable to determine the country of origin of those Conflict Minerals, then the registrant must exercise due diligence with respect to the source and chain of custody of the Conflict Minerals in order to determine whether or not such Conflict Minerals directly or indirectly financed or benefited armed groups in the DRC or Covered Countries, and describe such due diligence measures in a Conflict Minerals Report that is included as an exhibit to its Form SD.

At Nova, we are committed to responsible sourcing of minerals and have taken action to increase transparency in our supply chain and promote responsible procurement by our suppliers and sub-suppliers. We have adopted a policy with respect to the sourcing of Conflict Minerals, which is available on our websiteat: https://www.novami.com/investors/cg/ under "Investors" - "Corporate Governance" - "Conflict Minerals". The content of any website referred to in this Conflict Minerals Report is included for general information only and is not incorporated by reference into this document.

Consistent with the Rule and the SEC's statement on April 29, 2014, relating to the Rule, this Conflict Minerals Report has not been audited by an independent private sector auditor.

Company and Products Overview

We are a leading innovator and a key provider of metrology solutions for advanced process control used in semiconductor manufacturing. We offer several metrology solutions, mainly by using optical and x-ray technologies, delivering unique measurement solutions to measure the most advanced semiconductor technology nodes. Our metrology systems measure various film thickness and composition properties as well as critical-dimension (CD) variables during various front-end and back-end of line steps in the semiconductor wafer fabrication process, allowing semiconductor manufacturers to improve quality, productivity and yields, lower manufacturing costs and increase profitability. We supply our metrology solutions to major semiconductor manufacturers worldwide and serve customers from offices in Taiwan, the Republic of Korea, China, Japan, the United States and Europe.

The scope of this report includes all of our consolidated businesses and subsidiaries for the year 2022, including one manufacturing facility for our Optical CD product lines, which is located in Ness-Ziona, Israel, and one manufacturing facility for our x-ray product line, which is located in Fremont, California, in the United States. This report refers to the purchase of parts and sub-assemblies ("Components") used for our manufacturing facilities in both Israel and California. During 2022, all such Components were purchased from third parties and were delivered to these facilities, where they were integrated into complete systems that constitute the tools that we sold to others. Following the acquisition of ancosys GmbH in January 2022, we have expanded our technology offering by adding Chemical Analytical methods with applications of Chemical metrology in various steps. In light of the date of the acquisition, ancosys manufacturing is not within the scope of this year's report.

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Because metals such as tin, tantalum, tungsten and gold that are included in the definition of Conflict Minerals are generally contained in our Components, we believe that our products contain Conflict Minerals that are necessary for the functionality or production of our products.

Reasonable Country of Origin Inquiry ("RCOI")

Because we believe that Conflict Minerals were necessary to the functionality or production of products manufactured, or contracted to be manufactured, by us during 2022, we performed an RCOI to determine whether the Conflict Minerals in such products originated from the DRC or Covered Countries and whether such Conflict Minerals come from recycled or scrap sources.

The products that we manufacture, or contract to manufacture, are highly complex, and typically contain thousands of Components from many manufacturers. We have an extensive and varied supply chain and do not have a direct relationship with Conflict Minerals smelters or refiners. In this regard, we do not purchase Conflict Minerals directly from mines, smelters or refiners, and there are many third parties in the supply chain between the original sources of Conflict Minerals and the ultimate manufacture of our products. Accordingly, to gather information from our suppliers, we utilize a standard template for Conflict Minerals reporting designed by the Responsible Minerals Initiative ("RMI") known as the Conflict Minerals Reporting Template (the "CMRT"). We relied on our suppliers to complete the CMRT in order to provide information on the origin of the Conflict Minerals contained in Components supplied to us - including information regarding the sources of Conflict Minerals that are supplied to our suppliers from lower tiers in the chain (i.e., sub-suppliers). In addition, with respect to the certification of smelters or refiners as conflict-free, we have relied upon the latest findings of the RMI's Responsible Minerals Assurance Process (the "RMAP").

The RCOI undertaken by us in 2022 consisted of sending letters and CMRTs to 36 of our largest first-tier suppliers that we concluded were providing us with Components that do, or may, contain Conflict Minerals that are necessary for the functionality or production of our products and that accounted for approximately 90% of all our applicable 2022 product material expenditures. These suppliers include our turnkey suppliers, which means that they are in direct contact with our supply chain management team, and are considered to be our strategic partners, having long-term relationships with our Company. The letters we sent to such suppliers explained the Rule and referred the suppliers to online training materials and instructions, sought their support and cooperation in our efforts in connection with Conflict Minerals, provided a copy of our Conflict Minerals policy, and asked them to complete the CMRT. Working with a third-party service provider to conduct the survey and compile the survey results, we reviewed the responses and followed up as necessary by sending periodic reminders to non-responsive suppliers and following up on responses that appeared to be inconsistent, incomplete, or inaccurate. The response rate from suppliers asked to participate was 97%.

Based on information obtained in the RCOI, taking into account the complexities of our supply chain, we concluded that we did not have sufficient information to determine the country of origin of the Conflict Minerals in our products and were unable to rule out the possibility that Conflict Minerals used in our products originated, or may have originated, from the DRC or Covered Countries. Therefore, in accordance with the Rule, we undertook due diligence on the source and chain of custody of the Conflict Minerals that were necessary to the functionality or production of our products during 2022. There is a significant overlap between our RCOI efforts and our due diligence measures performed.

Due Diligence

Design of Due Diligence Framework

Our due diligence measures have been designed, in all material respects, to conform as far as practicable with the internationally recognized due diligence framework prescribed by the Organization for Economic Co-operation and Development ("OECD"), known as "Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict Affected and High Risk Areas" and related supplements for Conflict Minerals (the "OECD Guidance").

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