EX-99 4 exhibit_99-2.htm

Exhibit 99.2


PROXY/VOTING CARD FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS

SCOPUS VIDEO NETWORKS LTD.

June 15, 2006

Please date, sign and mail
Your proxy card in the
envelope provided as soon
as possible.









 

 

 o

    DETACH PROXY CARD HERE    


 

 

 

Mark, Sign, Date and
Return the Proxy Card
Promptly Using the
Enclosed Envelope.

x

 

 

Votes must be indicated
(x) in Black or Blue ink.

 


 

 

 

 

 

 

 

 

 

 

 

FOR

 

AGAINST

 

ABSTAIN

 

 

 

 

 

 

 

 

1. 

To approve the appointment of Brightman Almagor & Co. as the Company’s independent auditors for the year ending December 31, 2006, and to empower the Board of Directors, upon recommendation of the Audit Committee, to determine the compensation.

 

o

 

o

 

o

 

 

 

 

 

 

 

 

2A.

That the appointment of Mr. Michael Anghel as external director of the Company is hereby ratified and approved in all respects. His term would be for three year s commencing December 16, 2005

 

o

 

o

 

o

 

 

 

 

 

 

 

 

2B.

That the appointment of Mr. Louis Silver as external director of the Company is hereby ratified and approved in all respects. His term would be for three year s commencing December 16, 2005

 

o

 

o

 

o

 

 

 

 

 

 

 

 

3.

To approve the compensation package of Ms. Jackie Goren for her services as a member of the Board of Directors and the board committees as described in the Proxy Statement.

 

o

 

o

 

o


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FOR

 

AGAINST

 

ABSTAIN

 

 

 

 

 

 

 

 

4. 

To approve an additional payment of $3,472.30 to Mr. Ami Meron as a part of his severance package for his engagement as director of the Company, as described in the Proxy Statement.

 

o

 

o

 

o

 

 

 

 

 

 

 

 

5.

To approve an IPO bonus in the amount of $50,000 to Mr. David Mahlab.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

YES

 

NO

 

 

 

 

 

 

 

 

6.

Are you a “Controlling Shareholder”, as defined in the Proxy Statement?

 

 

 

o

 

o

 

 

 

 

 

 

 

 

THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE PROXY STATEMENT OF SCOPUS VIDEO NETWORKS LTD.


 

 

 

 

S C A N  L I N E

 

 

 

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, attorney, trustee or guardian, please give full title 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


 

 

 

 

  Date

Share Owner sign here

 

  Co-Owner sign here



























 

 

 

 

SCOPUS VIDEO NETWORKS LTD.

 

            For the Annual Meeting of Shareholders

 

 

 

To Be Held On June 15, 2006

 

 

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

 

 

 

 

 

          The undersigned shareholder of Scopus Video Networks Ltd. (“Scopus” or the “Company”) hereby appoints each of David Mahlab and Moshe Eisenberg or any of them (1) as the true and lawful attorney, agent and proxy of the undersigned, to vote, as designated below, all of the ordinary shares of the Company which the undersigned is entitled in any capacity to vote at the Annual Meeting of the shareholders of the Company which will be held at the Company’s offices located at 10 Ha’amal Street, Park-Afek, Rosh-Ha’ayin 48092, Israel on June 15, 2006, at 10:00 a.m. local time, and all adjournments and postponements thereof.

 

 

 

THE ORDINARY SHARES REPRESENTED BY THIS PROXY/VOTING CARD, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR THE ADOPTION OF THE PROPOSED RESOLUTIONS. THE PROXIES ARE AUTHORIZED IN THEIR DISCRETION TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE SPECIAL GENERAL MEETING, OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF.

 


 

 

 

 

 

 

 

(1) If you wish to appoint another proxy to the exclusion of the aforementioned, please insert the name of such proxy in the space provided

 

 

 

 

 

 

 

 

 

 

 

 

PLEASE CHECK BOX IF YOU INTEND
TO BE PRESENT AT MEETING

o

 

 

To change the address on your account, please check the box at right and indicate your new address in the address space on reverse side. Please note that changes to the registered name(s) on the account may not be submitted via this method

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(Continued and to be dated and signed on the reverse side.)