EX-99.2 3 ny20020632x1_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 2024 annual general meeting of shareholders of InflaRx N.V. (the Company”) to be held on April 25, 2024 at 9:00 hours Amsterdam time (CEST) at the offices of NautaDutilh N.V., Beethovenstraat 400, 1082 PR Amsterdam, 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 financial year ended December 31, 2023
 
 
 
Instruction to Ernst & Young Accountants LLP for the external audit of the Company's statutory annual accounts for the financial year 2024
 
 
 
Release from liability for the Company's directors with respect to the performance of their duties during the financial year ended December 31, 2023
 
 
 
Re-appointment of Mr. Mark Kübler as non-executive director of the Company
 
 
 
Re-appointment of Mr. Anthony Gibney 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
 
 
 
Amendment to the Company's articles of association
 
 
 
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 InflaRx Pharmaceuticals Inc.
600 S. Wagner Rd.
Ann Arbor, MI 48103
(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 28, 2024.