EX-99.2 3 nc10012263x1_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 2020 annual general meeting of shareholders of InflaRx N.V. (the “Company”) to be held on July 16, 2020 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 fiscal year ended December 31, 2019
 
 
 
Instruction to Ernst & Young Accountants LLP for the external audit of the Company's annual accounts for the financial year 2020
 
 
 
Release from liability for the Company's directors with respect to the performance of their duties during the fiscal year ended December 31, 2019
 
 
 
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
 
 
 
Approval of changes to the Company's Long-Term Incentive Plan
 
 
 
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 Mrs. Sandra Rocholl
Winzerlaer Strasse 2
07745 Jena
Germany
(Sandra.Rocholl@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, June 18, 2020.