EX-99.2 3 brhc10035856_ex99-2.htm EXHIBIT 99.2
Exhibit 99.2

VOTING PROXY

THE UNDERSIGNED

Name
:
 
     
Address
:
 

acting on behalf of (only to be completed if relevant)

Name
:
 
     
Address
:
 

(the "Principal").

DECLARES AS FOLLOWS

1.
The Principal hereby registers for the 2022 annual general meeting of shareholders of InflaRx N.V. (the "Company") to be held on April 28, 2022 at 9:00 hours Amsterdam time (CEST) at Hilton Amsterdam Airport Schiphol, Schiphol Boulevard 701, Schiphol, 1118 BN, Schiphol, the Netherlands (the "AGM") and, for purposes of being represented at the AGM, grants a power of attorney to Mr. P.C.S. van der Bijl, civil law notary and partner of NautaDutilh N.V., or any substitute to be appointed by him (the "Proxyholder").

2.
The scope of this power of attorney extends to the performance of the following acts on behalf of the Principal at the AGM:

a.
to exercise the voting rights of the Principal in accordance with paragraph 3 below; and

b.
to exercise any other right of the Principal which the Principal would be allowed to exercise at the AGM.


3.
This power of attorney shall be used by the Proxyholder to exercise the Principal's voting rights in the manner directed as set forth below. If no choice is specified in respect of the sole voting item on the agenda, the Proxyholder shall vote "FOR" such agenda item.

 
Agenda item
FOR
AGAINST
ABSTAIN
 
Adoption of Dutch statutory annual accounts for the fiscal year ended December 31, 2021
     
 
Instruction to Ernst & Young Accountants LLP for the external audit of the Company's annual accounts for the financial year 2022
     
 
Release from liability for the Company's directors with respect to the performance of their duties during the fiscal year ended December 31, 2021
     
 
Re-appointment of Prof. Niels Riedemann as executive director of the Company
     
 
Re-appointment of Prof. Renfeng Guo as executive director of the Company
     
 
Re-appointment of Mr. Nicolas Fulpius as non-executive director of the Company
     
 
Re-appointment of Mr. Richard Brudnick as non-executive director of the Company
     
 
Extension of authorization for the Company's board of directors (the "Board") to issue shares and grant rights to subscribe for shares
     
 
Extension of authorization for the Board to limit and exclude pre-emption rights
     
 
Extension of authorization for the Board to acquire shares and depository receipts for shares in the Company's capital
     

4.
This power of attorney is granted with full power of substitution.

5.
The relationship between the Principal and the Proxyholder under this power of attorney is governed exclusively by the laws of the Netherlands.


SIGN HERE

 
 

 

Please return this signed proxy via regular mail or e-mail to:

InflaRx N.V.
c/o Mr. Christian Schmid
Fraunhoferstr. 22
82152 Planegg/Martinsried
Germany
(christian.schmid@inflarx.de)

If the Principal is a beneficial owner of shares in the Company's capital, please enclose
(i)
proof of beneficial ownership of the underlying shares, such as a recent account statement; and
(ii)
a signed proxy from the relevant holder of those underlying shares on the record date for the AGM, March 31, 2022.