EXPLANATORY NOTES TO THE AGENDA
2.
| Discussion of Dutch statutory board report for the fiscal year ended December 31, 2019 (discussion item) |
The Company's statutory board report over the fiscal year 2019 has been made available on the Company's website (http://www.inflarx.com) and at the Company's office address.
3.
| Adoption of Dutch statutory annual accounts for the fiscal year ended December 31, 2019 (voting item) |
The Company's annual accounts over the fiscal year 2019 have been made available on the Company's website (http://www.inflarx.com) and at the Company's office address. It is proposed that these annual accounts be adopted.
4.
| Discussion of the Company's dividend and reservation policy (discussion item) |
The Company has never paid or declared any cash dividends on its shares, and the Company does not anticipate paying any cash dividends on its shares in the foreseeable future. The Company intends to retain all available funds and any future earnings to fund the development and expansion of its business. Under Dutch law, the Company may only pay dividends to the extent its shareholders' equity (eigen vermogen) exceeds the sum of the Company's paid-up and called-up share capital plus the reserves required to be maintained by Dutch law or by the Company's articles of association. Subject to such restrictions, any future determination to pay dividends will be at the discretion of the Board and will depend upon a number of factors, including the Company's results of operations, financial condition, future prospects, contractual restrictions, restrictions imposed by applicable law and other factors the Board deems relevant. If and when the Company does intend to distribute a dividend, such dividend may be distributed in the form of cash only or shares only, through a combination of the foregoing (cash and shares) or through a choice dividend (cash or shares), in each case subject to applicable law.
5.
| Release from liability for the Company's directors with respect to the performance of their duties during the fiscal year ended December 31, 2019 (voting item) |
It is proposed that the Company's directors be released from liability for the exercise of their duties during the fiscal year 2019. The scope of this release from liability extends to the exercise of their respective duties insofar as these are reflected in the Company's statutory board report or annual accounts over the fiscal year 2019 or in other public disclosures.
6.
| Instruction to Ernst & Young Accountants LLP for the external audit of the Company's annual accounts for the financial year 2020 (voting item) |
Under Dutch law, the General Meeting is, in principle, the corporate body authorized to annually appoint the external independent auditor for the audit of the Company's annual accounts. Prior to the initial public offering and listing of the Company's ordinary shares on the Nasdaq Stock Market (the “IPO”) in 2017, the General Meeting appointed KPMG Accountants N.V. (“KPMG”) as the external independent auditor for the audit of the annual accounts for the financial years 2017 and 2018. In the Company's 2019 AGM, KPMG was re-appointed as the Company's external auditor for the financial year 2019.
Pursuant to a recommendation by the Company's Audit Committee, it is now proposed to appoint Ernst & Young Accountants LLP (“EY”) as the external independent auditor for the audit of the Company's annual accounts for the financial year 2020. At the recommendation of the Company's Audit Committee, the Board has decided to propose EY for appointment for a variety of reasons, including the capabilities and experience of their audit team, the quality of their proposed audit plan, the terms of their engagement, their global reach, and their independence and reputation.
7.
| Extension of authorization for the Board to issue shares and grant rights to subscribe for shares (voting item) |
The General Meeting has authorized the Board, for a period of five years following the IPO, to resolve to issue ordinary shares and/or grant rights to subscribe for ordinary shares, in each case up to the Company's authorized share capital included in its articles of association from time to time. It is proposed that this authorization be extended to expire five years following the date of the AGM.