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EXHIBIT 99.2
REVOCABLE PROXY ORDINARY SHARES
ACCORD NETWORKS LTD.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE EXTRAORDINARY GENERAL
MEETING OF THE SHAREHOLDERS TO BE HELD[ ], 2001.
The undersigned hereby appoints Jules L. DeVigne and Sigi Gavish, and each of
them, proxies, with full power of substitution, to act for and in the name of
the undersigned to vote all ordinary shares of Accord Networks Ltd. that the
undersigned is entitled to vote at the extraordinary general meeting of
shareholders to be held [ ], 2001 at Accord's principal executive offices
located at 9040 Roswell Road, Suite 450, Atlanta, Georgia 30350, USA, and at any
and all adjournments thereof, as indicated below.
THIS PROXY CARD WILL BE VOTED AS DIRECTED. IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY CARD WILL BE VOTED IN THE DISCRETION OF THE PROXIES "FOR" THE
ADOPTION OF THE AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, DATED AS OF
DECEMBER 5, 2000, BY AND AMONG POLYCOM,INC., MERGER SUB LTD., A WHOLLY-OWNED
SUBSIDIARY OF POLYCOM, AND ACCORD NETWORKS LTD. AND APPROVAL OF THE MERGER OF
ACCORD NETWORKS LTD. WITH MERGER SUB LTD., A WHOLLY-OWNED SUBSIDIARY OF
POLYCOM,INC. IN ACCORDANCE WITH THE TERMS OF THE AGREEMENT AND PLAN OF
REORGANIZATION, AND AS SAID PROXIES DEEM ADVISABLE ON SUCH OTHER MATTER(S) AS
MAY PROPERLY COME BEFORE THE MEETING.
If any other business is properly presented to the shareholders at the
extraordinary general meeting, this proxy card will be voted by the proxies
in their best judgment. At the present time, the Board of Directors knows of
no other business to be presented at the meeting. If the undersigned elects
to withdraw this proxy card on or before the time of the extraordinary
general meeting or any adjournments thereof and notifies the secretary of
Accord Networks Ltd. in writing at or prior to the extraordinary general
meeting of the decision of the undersigned to withdraw this proxy card, then
the power of said proxies shall be deemed terminated and of no further force
and effect. If the undersigned withdraws this proxy card in the manner
described above and prior to the extraordinary general meeting and does not
submit a duly executed and subsequently dated proxy card to Accord Networks
Ltd., the undersigned may vote in person at the extraordinary general meeting
all ordinary shares of Accord owned by the undersigned as of the record date,
[ ], 2000.
The Board of Directors recommends a vote FOR adoption of the agreement and
plan of merger and reorganization agreement and approval of the merger of
Accord Networks Ltd. with Merger Sub Ltd., a wholly-owned subsidiary of
Polycom, Inc. in accordance with the terms of the agreement and plan of
merger and reorganization.
DETACH HERE /X/ PLEASE MARK VOTES AS IN THIS EXAMPLE.
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1. Proposal to approve and adopt the Agreement and Plan of Merger and
Reorganization, dated as of December 5, 2000, by and among Polycom, Inc.,
Merger Sub Ltd., a wholly-owned subsidiary of Polycom, and Accord Networks
Ltd. (the "Reorganization Agreement") and approve the merger of Accord
Networks Ltd. with Merger Sub Ltd., a wholly-owned subsidiary of Polycom
Inc. in accordance with the terms of the Reorganization Agreement
FOR / / AGAINST / / ABSTAIN / /
In their discretion, the proxies are authorized to vote upon such other
matter(s) which may properly come before the meeting or any and all
continuation(s) or adjournment(s) thereof.
MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW / /
PLEASE INDICATE BELOW WHETHER OR NOT YOU ARE RELATED TO POLYCOM OR TO MERGER
SUB LTD. IF YOU DO NOT INDICATE BELOW, YOUR VOTE WILL NOT BE COUNTED.
You will be considered to be related to Polycom or Merger Sub Ltd. if:
(A) you are a person or entity that holds, directly or indirectly, 25% or
more of:
(i) the nominal value of the issued and outstanding share capital;
(ii) the right to appoint directors; or
(iii) the voting power of Merger Sub Ltd. or of Polycom; or
(B) you are a relative of or a corporation controlled by:
(i) Polycom;
(ii) Merger Sub Ltd.; or
(iii) a person or entity as set forth in (A) above.
The term "control" means the ability to direct the operations of a corporate
entity.
I AM related to Polycom or to Merger Sub Ltd. / /
I AM NOT related to Polycom or to Merger Sub Ltd. / /
This Proxy should be marked, dated and signed by the shareholder(s) exactly
as his, her or its name appears hereon, and returned promptly in the enclosed
envelope. Persons signing in a fiduciary capacity should so indicate. If a
corporation, please sign in full corporate name by an authorized officer. If
a partnership, please sign in partnership name by an authorized person. If
shares are held by joint tenants or as community property, all should sign.
Signature:__________________ Date:_____ Signature:__________________ Date:_____
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY CARD IN THE ENCLOSED PREPAID
ENVELOPE.
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