Exhibit 99.2

 

14475AUDIOCODES LTD.PROXYTHIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORSFOR USE AT THE ANNUAL GENERAL MEETING OF SHAREHOLDERSTO BE HELD ON SEPTEMBER 15, 2020 The undersigned shareholder of AudioCodes Ltd. (the "Company") hereby appoints SHABTAIADLERSBERG, or if unable to attend, NIRAN BARUCH or ITAMAR ROSEN, the true and lawfulattorney, agent and proxy of the undersigned, with full power of substitution, to vote as describedbelow all of the shares of the Company that the undersigned is entitled to vote at the 2020 AnnualGeneral Meeting of Shareholders of the Company to be held at the principal executive offices ofthe Company, 1 Hayarden Street, Airport City, Lod 7019900, Israel, on Tuesday, September 15,2020 at 2:00 p.m., local time, and at any adjournment thereof. This proxy when properly executed will be voted in the manner directed herein bythe undersigned shareholder. If no direction is made, this proxy will be voted FOR eachof the items on the reverse side. (Continued and to be signed on the reverse side)1.1

 

ANNUAL GENERAL MEETING OF SHAREHOLDERS OFAUDIOCODES LTD.September 15, 2020NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:The Notice of Meeting, Proxy Statement, Proxy Cardare available at http://www.tase.co.il/tase/ and http://www.magna.isa.gov.ilPlease sign, date and mailyour proxy card in theenvelope provided as soonas possible.Signature of Shareholder Date: Signature of Shareholder Date: Note:Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give fulltitle as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.To change the address on your account, please check the box at right andindicate your new address in the address space above. Please note thatchanges to the registered name(s) on the account may not be submitted viathis method.EXPLANATION TO PROPOSAL 1: IT IS UNLIKELY THAT YOU ARE A CON-TROLLING SHAREHOLDER OR THAT YOU HAVE A PERSONAL INTEREST INTHE RESOLUTION UNDER PROPOSAL 1, AND THEREFORE YOU PROBABLYNEED TO CHECK THE BOX. YOU SHOULD AVOID CHECKING THE BOX ONLYIF YOU HOLD THE POWER TO DIRECT THE ACTIVITIES OF THE COMPANY,OTHER THAN BY REASON OF BEING A DIRECTOR OR OTHER OFFICE HOLD-ER OF THE COMPANY ("CONTROLLING SHAREHOLDER") OR IF YOU, YOURRELATIVE OR A COMPANY, OTHER THAN AUDIOCODES, THAT IS AFFILIATEDWITH YOU OR YOUR RELATIVE, ARE DOING BUSINESS WITH OR HAVE AFAMILY RELATIONSHIP WITH ANY OF OUR OFFICE HOLDERS ("PERSONALINTEREST"). YOU DO NOT HAVE A PERSONAL INTEREST JUST BECAUSEYOU OWN AUDIOCODES SHARES. IF YOU DO NOT CHECK THE BOX, YOURVOTE WILL BE CLASSIFIED AS A VOTE SUBJECT TO PERSONAL INTERESTWITH RESPECT TO PROPOSAL 1 AND THEREFORE WILL NOT BE COUNTEDAS PART OF THE NON-INTERESTED VOTES.IF YOU THINK THAT YOU ARE A CONTROLLING SHAREHOLDER OR HAVE APERSONAL INTEREST, PLEASE CONTACT THE COMPANY'S CHIEF LEGALOFFICER FOR GUIDANCE AT +972-3-976-4000.1.TO REELECT DR. EYAL KISHON AS AN OUTSIDE DIRECTOR FORAN ADDITIONAL TERM OF THREE YEARSPLEASE NOTE:with respect to Proposal 1, please indicate by checking the box at right, that you are NOT a controlling shareholder and that you do NOT have a personal interestin thisresolution (see explanation on the left side of this card)2.TO REELECT MR. JOSEPH TENNE AS A CLASS II DIRECTOR FOR ANADDITIONAL TERM OF THREE YEARS3.TO ADOPT NEW ARTICLES OF ASSOCIATION AND MEMORANDUMOF ASSOCIATION4.TO RATIFY THE APPOINTMENT OF THE COMPANY’S INDEPENDENT AUDITORS FOR 2020 AND AUTHORIZE THE BOARDOF DIRECTORS TO DETERMINE THE AUDITORS’ COMPENSATION The undersigned hereby acknowledges receipt of the Notice of the 2020Annual General Meeting of Shareholders and the Proxy Statement accompa-nying such Notice, revokes any proxy or proxies heretofore given to vote uponor act with respect to the undersigned's shares and hereby ratifies and con-firms all that said proxies, their substitutes, or any of them, may lawfully do byvirtue thereof.FORAGAINSTABSTAIN PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERExPlease detach along perforated line and mail in the envelope provided.------------------ ---------------- 00033033300000000000 9091520GO GREENe-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxymaterial, statements and other eligible documents online, while reducing costs, clutter andpaper waste. Enroll today via www.astfinancial.com to enjoy online access.