Full Press Release Details
the convening notice for the annual general meeting of shareholders of InflaRx N.V. (the "Company") to be held
on May 17, 2018 at 11.30 a.m. CEST at the offices of NautaDutilh N.V., Beethovenstraat 400, 1082 PR Amsterdam, the Netherlands
for the AGM is as follows:
shall be voted on at the AGM, except such items as included in the above-mentioned agenda.
date for the AGM is April 19, 2018 (the "Record Date"). Those who are shareholders of the Company, or who otherwise
have voting rights and/or meeting rights with respect to shares in the Company's capital, on the Record Date and who are recorded
as such in the Company's shareholders' register or in the register maintained by the Company's U.S. transfer agent (the "Registers")
may attend and, if relevant, vote at the AGM ("Persons with Meeting Rights"), irrespective of changes to their
shareholdings or rights after the Record Date.
beneficially own shares in the Company's capital in an account at a bank, a financial institution, an account holder or other
financial intermediary (the "Beneficial Owners") on the Record Date, must also have their financial intermediary
or their agent with whom the underlying shares are on deposit issue a proxy to them which confirms they are authorized to take
part in and vote at the AGM.
with Meeting Rights and Beneficial Owners who wish to attend the AGM, in person or represented by proxy, must notify the Company
in writing of their identity and intention to attend the AGM (an "Attendance Notice") no later than 6:00 a.m.
CEST on the date prior to the AGM (the "Cut-off Date"). Beneficial Owners must enclose with their Attendance
Notice (i) proof of their beneficial ownership of the relevant underlying shares in the Company's capital, such as a recent account
statement, and (ii) their signed proxy from the relevant shareholder who is registered in either of the Registers as the holder
of those underlying shares on the Record Date.
with Meeting Rights and Beneficial Owners who have duly provided an Attendance Notice to the Company may have themselves represented
at the AGM through the use of a written or electronically recorded proxy. Proxyholders must submit a signed proxy to the Company
no later than the Cut-off Date and present a copy of their proxy upon entry to the AGM. A proxy form can be downloaded from the
Company's website (http://www.inflarx.com).
Notice, proof of beneficial ownership or signed proxy to be sent to the Company as part of the procedures described above must
be provided via regular mail or e-mail to:
Notice, proof of beneficial ownership or signed proxy received after the Cut-off Date may be ignored. Persons with Meeting Rights,
Beneficial Owners and proxyholders who have not complied with the procedures described above may be refused entry to the AGM.
Company's statutory board report over the fiscal year 2017 has been made available on the Company's website (http://www.inflarx.com)
and at the Company's office address.
Company's general meeting of shareholders (the "General Meeting") has adopted a compensation policy. The implementation
of such policy in 2017 has been outlined in the Company's statutory board report over the fiscal year 2017.
Company's annual accounts over the fiscal year 2017 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.
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.
is proposed that the Company's directors be released from liability for the exercise of their duties during the fiscal year 2017.
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 2017 or in other public disclosures.
General Meeting has authorized the Board, for a period of five years following the listing of the Company's ordinary shares on
the Nasdaq Stock Market (the "Listing"), 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.
General Meeting has authorized the Board, for a period of five years following the Listing, to limit and/or exclude pre-emption
rights in relation to an issuance of, or a granting of rights to subscribe for, ordinary shares resolved upon by the Board. It
is proposed that this authorization be extended to expire five years following the date of the AGM.
General Meeting has authorized the Board, for a period of 18 months following the Listing, to resolve for the Company to acquire
(i) fully paid-up ordinary shares in the Company's capital (and depository receipts for such ordinary shares), by any means, including
through derivative products, purchases on a stock exchange, private purchases, block trades, or otherwise, for a price which is
higher than nil and does not exceed 110% of the average market price of the Company's ordinary shares on the Nasdaq Stock Market
(such average market price being the average of the closing prices on each of the five consecutive trading days preceding the
date the acquisition is agreed upon by the Company), up to 10% of the Company's issued share capital (determined as at the close
of business on the date of settlement of the Company's initial public offering) and/or (ii) fully paid-up preferred shares (and
depository receipts for such preferred shares) in the Company's issued share capital, to the extent permitted by applicable law,
by any means, including through derivative products, purchases on a stock exchange, private purchases, block trades, or otherwise,
for a price which is higher than nil and does not exceed the nominal value of the preferred shares concerned. It is proposed that
this authorization be renewed for a period of, an effectively extended to expire, 18 months following the date of the AGM. If
the resolution proposed under this agenda item 9 is passed, the proposed authorization shall replace the currently existing authorization.