EXPLANATORY NOTES TO THE AGENDA
2.
| Discussion of Dutch statutory board report for the fiscal year ended December 31, 2022 (discussion item) |
The Company’s statutory board report over the fiscal year 2022 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, 2022 (voting item) |
The Company’s annual accounts over the fiscal year 2022 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.
| Instruction to Ernst & Young Accountants LLP for the external audit of the Company’s annual accounts for the financial year 2023 (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. Pursuant to a recommendation by the Company’s Audit Committee, it is now proposed to appoint Ernst & Young Accountants LLP as the external independent auditor for the audit of the Company’s annual accounts for the financial year 2023.
6.
| Release from liability for the Company’s directors with respect to the performance of their duties during the fiscal year ended December 31, 2022 (voting item) |
It is proposed that the Company’s directors be released from liability for the exercise of their duties during the fiscal year 2022. 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 2022 or in other public disclosures.
7.
| Appointment of Ms. Hege Hellstrom as non-executive director of the Company (voting item) |
The Board has made a binding nomination to appoint Ms. Hege Hellstrom as a non-executive director of the Company. Ms. Hellstrom is proposed for appointment for a period of three years, ending at the end of the annual general meeting of shareholders of the Company to be held in 2026.
Ms. Hege Hellstrom is currently Chief Commercial Officer in Advicenne, a French pharmaceutical company specializing in the development of innovative treatments in Nephrology. She is a non-executive board member of Vivesto AB since 2019 and Camurus AB since 2020, both public Swedish companies and she is also a member of the Audit Committee in both companies. She is the founder and managing director of Belnor BV, an investment and consulting company. Ms. Hellstrom has more than 30 years’ experience in sales, marketing, strategy development, commercialization, partner alliances and executive management. From 2013 to 2018, she worked as President Europe, Middle East, North Africa and Russia in Sobi, a Swedish biopharmaceutical company where she led several launches in rare diseases such as hemophilia and metabolic diseases. Before Sobi, she worked in Genzyme for 11 years in roles ranging from General Manager in Benelux to head of Renal and Endocrine business in Europe, LATAM and JAPAC. When Genzyme was acquired by Sanofi she continued as Global Vice-president of Cardiovascular products in Sanofi. Before Genzyme she worked in Baxter Healthcare for 13 years. Ms. Hege Hellstrom holds a B.Sc. as Biomedical Laboratory Scientist from Oslo Metropolitan University, Norway.