Nanometrics (NANO)

Record Date; Outstanding Shares; Voting Rights

Only holders of record of common stock at the close of business on the record date for the annual meeting, April 13, 2009, are entitled to notice of and to vote at the annual meeting. As of the record date, there were 18,503,765 shares of common stock outstanding and entitled to vote at the annual meeting, held by approximately 283 holders of record. Each record holder of common stock on the record date is entitled to one vote for each share of common stock held as of the record date with respect to all proposals.

A list of stockholders will be available for review at the annual meeting and our executive offices during regular business hours for a period of ten days before the annual meeting.

Record Date; Outstanding Shares; Voting Rights

Only holders of record of common stock at the close of business on the record date for the annual meeting, May 14, 2008, are entitled to notice of and to vote at the annual meeting. As of the record date, there were 18,660,949 shares of common stock outstanding and entitled to vote at the annual meeting, held by

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approximately 371 holders of record. Each record holder of common stock on the record date is entitled to one vote for each share of common stock held as of the record date with respect to all proposals.

The candidates receiving the three highest vote totals will be elected to the board of directors.

A list of stockholders will be available for review at the annual meeting and our executive offices during regular business hours for a period of ten days before the annual meeting.

Record Date; Outstanding Shares; Voting Rights

Only holders of record of common stock at the close of business on the record date for the annual meeting, July 9, 2007, are entitled to notice of and to vote at the annual meeting. As of the record date, there were 18,651,873 shares of common stock outstanding and entitled to vote at the annual meeting, held by approximately 411 holders of record. Each record holder of common stock on the record date is entitled to one vote for each share of common stock held as of the record date with respect to all proposals.

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The candidates receiving the eight highest vote totals will be elected to the board of directors.

A list of stockholders will be available for review at the annual meeting and at the Company’s executive offices during regular business hours for a period of ten days before the annual meeting.

Record Date; Outstanding Shares; Voting Rights

Only holders of record of common stock at the close of business on the record date for the annual meeting, August 1, 2006, are entitled to notice of and to vote at the annual meeting. As of the record date, there were 17,960,546 shares of common stock outstanding and entitled to vote at the annual meeting, held by approximately 415 holders of record. Each record holder of common stock on the record date is entitled to one vote for each share of common stock held as of the record date with respect to all proposals except with respect to the election of directors.

The candidates receiving the seven highest vote totals will be elected to the board of directors. Every shareholder voting for the election of the board of directors may (i) cumulate such shareholder’s votes and give any one candidate a number of votes equal to the number of directors to be elected multiplied by the number of shares that such shareholders holds on the record date for the annual meeting, or (ii) distribute such shareholder’s votes on the same principle among as many candidates as the shareholder may select, provided that votes cannot be cast for more than seven candidates. However, no shareholder will be entitled to cumulate votes for a candidate unless the candidate’s name has been placed in nomination prior to the voting and the shareholder, or any other shareholder, has given notice at the annual meeting prior to the voting of the intention to cumulate votes.

A list of shareholders will be available for review at the annual meeting and at the Company’s executive offices during regular business hours for a period of ten days before the annual meeting.