Exhibit 99.2
MIND C.T.I. LTD.
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Arie Abramovich, Chief Financial Officer of the Company, and Oded Oz, Legal Counsel of the Company, and each of them, attorneys, agents and
proxies of the undersigned, with full power of substitution to each of them, to represent and to vote on behalf of the undersigned all the Ordinary Shares of MIND C.T.I. Ltd. (the “Company”) which the undersigned is entitled to vote at the Annual
General Meeting of Shareholders (the “Meeting”) to be held at the offices of the Company, 2 HaCarmel Street, Yoqneam Ilit 2066724, Israel on May 6, 2026 at 10:00 A.M. (local time), and at any adjournments or postponements thereof, upon the
following matters, which are more fully described in the Notice of Annual General Meeting of Shareholders and Proxy Statement, dated March 31, 2026.
This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned. If no direction is made, this Proxy will be voted FOR
each Proposal. Any and all proxies heretofore given by the undersigned are hereby revoked.
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)
ANNUAL GENERAL MEETING OF SHAREHOLDERS OF
MIND C.T.I. LTD.
May 6, 2026
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL
The Notice of Meeting, proxy statement and proxy card
are available at www.mindcti.com/agm
Please sign, date and mail your proxy card
in the envelope provided as soon as possible.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR
BLACK INK AS SHOWN HERE ☒.
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1.
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TO RE-APPOINT INDEPENDENT AUDITOR
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| ☐ FOR | ☐ AGAINST | ☐ ABSTAIN |
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2.
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TO RE-ELECT MR. ITAY BARZILAY AS A CLASS II DIRECTOR
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| ☐ FOR | ☐ AGAINST | ☐ ABSTAIN |
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3.
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TO ELECT MR. ASHER MECHLOVICH AS A CLASS II DIRECTOR
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| ☐ FOR | ☐ AGAINST | ☐ ABSTAIN |
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4.
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TO RE-ELECT MR. JOSEPH TENNE AS A CLASS I DIRECTOR
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| ☐ FOR | ☐ AGAINST | ☐ ABSTAIN |
In their discretion, the proxies are authorized to vote upon such other matters as may properly come before the Annual General Meeting or any adjournment or postponement thereof.
The undersigned acknowledges receipt of the Notice of Annual General Meeting of Shareholders and Proxy Statement, dated March 31, 2026.
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Signature of Shareholder
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Date:
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Signature of Shareholder
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Date:
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Note:
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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 in 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.
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