B Communication — Proxy Solicitation & Information Statement 2011

Nov 10, 2011

Exhibit 99.2

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B COMMUNICATIONS LTD.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoint(s) Doron Turgeman and Ami Barlev, or either of them, attorneys or attorney of the undersigned, for and in the name(s) of the undersigned, with power of substitution and revocation in each to vote any and all ordinary shares, par value NIS 0.1 per share, of B Communications Ltd. (the “Company”), which the undersigned would be entitled to vote as fully as the undersigned could if personally present at the Extraordinary General Meeting of Shareholders of the Company to be held on December 15, 2011 at 9:30 a.m. (Israel time) at the offices of the Company, 2 Dov Friedman Street, Ramat Gan 52503, Israel and at any adjournment or adjournments thereof, and hereby revoking any prior proxies to vote said shares, upon the following items of business more fully described in the notice of and proxy statement for such Extraordinary General Meeting (receipt of which is hereby acknowledged):

THIS PROXY WILL BE VOTED AS SPECIFIED ON THE REVERSE. IN THE ABSENCE OF SUCH SPECIFICATION, THE SHARES REPRESENTED BY THIS PROXY CARD WILL BE VOTED FOR ALL OF THE ITEMS SET FORTH ON THE REVERSE. ON ANY OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THE MEETING, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE JUDGMENT OF THE PERSONS NAMED ABOVE AS PROXIES.

VOTES WILL NOT BE COUNTED UNLESS “YES” OR “NO” HAS BEEN SPECIFIED AS TO WHETHER THE HOLDINGS IN OUR COMPANY OR THE VOTE REQUIRES THE APPROVAL OF THE PRIME MINISTER OF ISRAEL AND ISRAELI MINISTER OF COMMUNICATIONS (AS DESCRIBED IN THE PROXY STATEMENT). IN ADDITION, VOTES CAST FOR ITEMS 1 AND 2B WILL NOT BE COUNTED UNLESS “YES” OR “NO” HAS BEEN SPECIFIED AS TO WHETHER THE SHAREHOLDER HAS A PERSONAL INTEREST (AS DEFINED IN THE PROXY STATEMENT) WITH RESPECT TO THE PROPOSAL.

(Continued and to be signed on the reverse side)

14475

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF

B COMMUNICATIONS LTD.

December 15, 2011

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

• Please detach along perforated line and mail in the envelope provided. �

00020032303020000000 1 121511

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ITEM 1 THROUGH 2B.

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE �

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE	ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE �
	YESNODo your holdings in the Company or vote on the proposals below require theapproval of the Prime Minister of Israel and Israeli Minister ofCommunications pursuant to the Communications Law and CommunicationsOrder, as defined in the Proxy Statement for the Extraordinary GeneralMeeting of Shareholders?��Pursuant to Israeli law, in order to ensure specific majority requirements we are required to ask you if you have apersonal interest with respect to items 1 and 2B (as described in each Item in the proxy statement).FORAGAINSTABSTAIN(1)To approve certain amendments to the Company’s Articles of Association.���YESNODo you have a personal interest in the proposal to approve certainamendments to the Company’s Articles of Association?��FORAGAINSTABSTAIN(2A)Subject to the approval of Item 1, to approve a form of indemnificationletter for directors of the Company whoare not deemed to be controllingshareholders or relatives of controlling shareholders and directors with respectto whom a controlling shareholderdoesnothave a personal interest in theirreceiving an indemnification letter.���
(2B)Subject to the approval of Item 1, to approve a form of indemnificationletter for directors and officers of the Company whoaredeemed to becontrolling shareholders or relatives of controlling shareholders and directorsand officers with respect to whom a controlling shareholderhasa personalinterest in their receiving an indemnification letter.���YESNODo you have a personal interest in the proposal to approve a form ofindemnification letter for directors and officers whoare consideredcontrolling shareholders of the Company or related to them, and directors andofficers with respect to whom a controlling shareholderhasa personalinterest in their receiving an indemnification letter?��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 submittedvia this method.�
Signature of ShareholderDate:Signature of ShareholderDate:

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 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.