EX-99.2 3 ef20013741_ex99-2.htm EXHIBIT 99.2

Exhibit 99.2

SCAN TO VIEW MATERIALS & VOTEwTOP SHIPS INC. VOTE BY INTERNET - www.proxyvote.comor scan the QR Barcode above 1 VAS. SOFIAS & MEG. ALEXANDROU STR. Use the Internet to transmit your voting instructions and for electronic delivery MAROUSSI ATHENS of information. Vote by 11:59 P.M. Eastern Time on November 18, 2023. Have 15124, GREECEyour proxy card in hand when you access the website and follow the instructionsto obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxycards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by  11:59 P.M. Eastern Time on November 18, 2023. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark,sign and date yourproxycard and returnitin the postage-paidenvelope we have provided or return it to Vote Processing, c/o Broadridge,51 Mercedes Way, Edgewood, NY 11717.V25676-Z86425 TOP SHIPS INC.ForWithholdForAll To withhold authority to vote for any individualAll AllExceptnominee(s), mark "For All Except" and write the The Board of Directors recommends you vote FOR the  number(s) of the nominee(s) on the line below. following: 1.To elect two Class I Directors to serve until the!!!2026 Annual Meeting of Shareholders: Nominees: 01)Evangelos J. Pistiolis 02)Stavros Emmanuel The Board of Directors recommends you vote FOR proposals 2 and 3:ForAgainstAbstain 2.To ratify the appointment of Deloitte Certified Public Accountants S.A. as the Company's independent auditors for the fiscal year ending!!!December 31, 2023.3.To approve of one or more amendments to the Company's Amended and Restated Articles of Incorporation, as amended, to effect one or more reverse  !!! stock splits of the Company's issued common shares at a ratio of not less than one-for-two and not more than one-for-250 and in the aggregate at a ratio of not more than one-for-250, inclusive. NOTE: To transact such other business as may properly come before the meeting or any adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.


Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and ProxyStatement is available at www.proxyvote.com.  V25677-Z86425  TOP SHIPS INC. Annual Meeting of Shareholders November 22, 2023 10:00 A.M., Local Time This proxy is solicited by the Board of Directors The shareholder(s) hereby appoint(s) Evangelos Pistiolis and Alexandros Tsirikos, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of TOP SHIPS INC. that the shareholder(s) is/are entitled to vote at the Annual Meeting of Shareholders to be held at 10:00 A.M., Local Time, on November 22, 2023, at the offices of Central Mare Inc., 1 Vas. Sofias & Meg. Alexandrou Str., Maroussi Athens 15124, Greece, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. Continued and to be signed on reverse side