B Communication — Proxy Solicitation & Information Statement 2013

May 9, 2013

EXHIBIT 99.2

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 Annual General Meeting of Shareholders of the Company to be held on June 13, 2013 at 10:30 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 Annual General Meeting, or the Proxy Statement, (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 THE ELECTION OF THE DIRECTORS NAMED IN ITEM 1 AND FOR ITEMS 2 AND 3 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 ITEM 2 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)

ANNUAL GENERAL MEETING OF SHAREHOLDERS OF

B COMMUNICATIONS LTD.

June 13, 2013

GO GREEN

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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. ↓

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE DIRECTORS NAMED IN ITEM 1 AND "FOR" ITEMS 2 AND 3. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ⌧

1.	To elect three directors for terms expiring at the 2014 Annual General Meeting of Shareholders.	To elect three directors for terms expiring at the 2014 Annual General Meeting of Shareholders.	To elect three directors for terms expiring at the 2014 Annual General Meeting of Shareholders.	To elect three directors for terms expiring at the 2014 Annual General Meeting of Shareholders.
		FOR	AGAINST	ABSTAIN
	SHAUL ELOVITCH	o	o	o
	OR ELOVITCH	o	o	o
	ANAT WINNER	o	o	o
2.	To approve a bonus payment to the Company's chief executive	o	o	o
	officer for his services in 2012.

Pursuant to Israeli law, in order to ensure specific majority requirements we are required to ask you if you have a personal interest with respect to Item 2 (as described in Item 2 in the Proxy Statement).

			1.To elect three directors for terms expiring at the 2014 Annual General Meeting of Shareholders.FORAGAINSTABSTAINSHAUL ELOVITCHoooOR ELOVITCHoooANAT WINNERooo2.To approve a bonus payment to the Company's chief executiveofficer for his services in 2012.ooo	1.To elect three directors for terms expiring at the 2014 Annual General Meeting of Shareholders.FORAGAINSTABSTAINSHAUL ELOVITCHoooOR ELOVITCHoooANAT WINNERooo2.To approve a bonus payment to the Company's chief executiveofficer for his services in 2012.ooo	1.To elect three directors for terms expiring at the 2014 Annual General Meeting of Shareholders.FORAGAINSTABSTAINSHAUL ELOVITCHoooOR ELOVITCHoooANAT WINNERooo2.To approve a bonus payment to the Company's chief executiveofficer for his services in 2012.ooo
			Pursuant to Israeli law, in order to ensure specific majority requirements we are required to ask you ifyou have a personal interest with respect to Item 2 (as described in Item 2 in the Proxy Statement).
			YESDo you have a personal interest in the proposal to approve a bonuspayment to the Company's chief executive officer for his services in2012?oFORA3.To ratify and approve the reappointment ofSomekh Chaikin,registered public accounting firm, a member of KPMGInternational, as the Company's independent registered publicaccountants for the year ending December 31, 2013, and toauthorize its Board of Directors to delegate to the AuditCommittee the authority to fix the compensation of suchindependent registered public accountants in accordance withthe volume and nature of their services.oYES4.Do your holdings in the Company or vote on the Proposalsabove require the approval of the Prime Minister of Israel andIsraeliMinisterofCommunicationspursuanttotheCommunications Law and Communications Order, as definedin the Proxy Statement?o		NOoGAINSTABSTAINooNOo
To change the address onindicate your new addrechanges to the registeredthis method.	your account, please check the box at right ass in the address space above. Please note tname(s) on the account may not be submitted	ndhatviao
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 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.