Exhibit 99.2

B COMMUNICATIONS LTD.

PROXY FOR 2020 ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 30, 2020

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby constitutes and appoints Darren Glatt, Phil Bacal and Clifford M.J. Felig, and each of them, the true and lawful 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 of the Ordinary Shares of B Communications Ltd. (the “Company”) held of record in the name of the undersigned at the close of business on Monday, March 30, 2020, at the 2020 Annual General Meeting of Shareholders (the “Meeting”) to be held at the executive offices of the Company, 144 Menachem Begin Street, Tel Aviv 649210, Israel, on Thursday, April 30, 2020 at 4:00 p.m. (Israel time), and at any and all adjournments or postponements thereof, on the matters listed on the reverse side, which are more fully described in the Notice of 2020 Annual General Meeting of Shareholders of the Company and accompanying Proxy Statement relating to the Meeting.

The undersigned acknowledges receipt of the Notice of 2020 Annual General Meeting of Shareholders (the “Notice”) and Proxy Statement of the Company (the “Proxy Statement”) relating to the Meeting.

This proxy, when properly executed, will be voted in the manner directed herein by the undersigned. If no direction is made with respect to any of the proposals, (excluding Proposal 4(b)), this proxy will be voted “FOR” that proposal. If no direction is made with respect to Proposal 4(b), the undersigned will be deemed to have not participated in the voting on that proposal. This proxy will furthermore be voted in such manner as the holder of the proxy may determine with respect to any other business as may properly come before the Meeting or all and any adjournments or postponements thereof.

IMPORTANT NOTES:

The vote under this proxy will not be counted towards or against the majority required for the approval of Proposal 4(b) unless the undersigned indicates that (i) he, she or it is NOT a controlling shareholder and DOES NOT have a conflict of interest in the approval of Proposal 4(b), by checking the box “FOR” in Item 4(b)A on the reverse side, or (ii) he, she or it is a controlling shareholder or has a conflict of interest in the approval of Proposal 4(b), by checking the box “AGAINST” Item 4(b)A on the reverse side.

The vote under this proxy will not be counted for or against any proposal unless the undersigned confirms that his, her or its holdings in the Company, and his, her or its vote, do not require the approval of the Prime Minister of Israel and Israeli Minister of Communications pursuant to the Israeli Communications Law (Telecommunications and Broadcasting), 1982, or the Communications Order (Determination Of Essential Service Provided By “Bezeq” The Israeli Telecommunications Corp., Limited), 5757-1997). If a shareholder does not provide that confirmation, that shareholder will not be entitled to vote at the Meeting.

Any and all proxies heretofore given by the undersigned are hereby revoked.

(Continued and to be signed on the reverse side)

2020 ANNUAL GENERAL MEETING OF SHAREHOLDERS OF

B COMMUNICATIONS LTD.

April 30, 2020

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

↓Please detach along perforated line and mail in envelope.↓

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THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF PROPOSALS 1 TROUGH 4(A) LISTED BELOW. THE BOARD DOES NOT MAKE A RECOMMENDATION WITH RESPECT TO PROPOSAL 4(B).

Please sign, date and return promptly in the enclosed envelope. please mark your vote in blue or black ink as shown here ☒

		FOR	AGAINST	ABSTAIN
Important Instructions for Item 4(b)A relating to Proposal 4(b): Under the Companies Law, you cannot be counted towards or against the majority required for the approval of Proposal 4(b) unless you complete Item 4(b)A. ACCORDINGLY, PLEASE BE CERTAIN TO CHECK THE BOX MARKED “FOR” WITH RESPECT TO ITEM 4(B)A OPPOSITE TO CONFIRM THAT YOU ARE NOT A CONTROLLING SHAREHOLDER AND DO NOT HAVE A CONFLICT OF INTEREST IN THE APPROVAL OF PROPOSAL 4(B). If you believe that you, or a related party of yours, is a controlling shareholder or has such a conflict of interest and you wish to participate in the vote on Proposal 4(b), you should check the box “AGAINST” on Item 4(b)A. ☐	1.  Reelection of each of the following directors until the next annual general meeting of shareholders of the Company: (a) Darren Glatt (b) Phil Bacal (c) Ran Fuhrer (d) Stephen Joseph (e) Tomer Raved (f) Shlomo Zohar	☐ ☐ ☐ ☐ ☐ ☐	☐ ☐ ☐ ☐ ☐ ☐	☐ ☐ ☐ ☐ ☐ ☐
	2. Reappointment of Somekh Chaikin, a member of KPMG International, as the Company’s independent registered public accountants for the year ending December 31, 2020 and the additional period until the 2021 annual general meeting of shareholders 3. Amendment of the maximum indemnification amount for all current directors and officers of the Company to the greater of 25% of shareholders’ equity and $15 million 4. Adoption of a “run-off” directors and officers liability, or D&O, insurance policy that will cover: (a) those directors and officers of BCOM who served in their roles in the period prior to December 2019 (b) certain additional former directors and officers of the Company who were the former controlling shareholders of the Company 4(b)A. By checking the box marked “FOR”, the undersigned hereby confirms that he, she or it is not a “controlling shareholder” and does not have a conflict of interest (described under the Israeli Companies Law, 5759-1999 as a “personal interest”) in the approval of Proposal 4(b). If the undersigned is a controlling shareholder or has such a conflict of interest, check the box “AGAINST”. [MUST COMPLETE ITEM 4(B)A]	☐ ☐ ☐ ☐ ☐	☐ ☐ ☐ ☐ ☐	☐ ☐ ☐ ☐
To change the address on your account, please check the box above and indicate your new address in the space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.

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 owner 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 a duly authorized officer, giving full title as such. If the signer is a partnership, please sign in partnership name by authorized person.