<PAGE>
Exhibit 99.2
PROXY
CATAPULSE INC.
PROXY FOR SPECIAL MEETING OF STOCKHOLDERS
February 13, 2001
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
CATAPULSE INC.
The undersigned hereby appoints Elizabeth Jordan and Dan Shiffman, or any of
them, each with full power of substitution, to represent the undersigned at
the special meeting of stockholders of Catapulse Inc. and at any adjournments
of the special meeting, and to vote, as designated below, the number of shares
the undersigned would be entitled to vote if personally present at the
meeting. The special meeting will be held at 9:00 a.m. Pacific time on
February 13, 2001 at the offices of Catapulse Inc. located at 5 Results Way,
Cupertino, California 95014.
UPON RECOMMENDATION OF THE SPECIAL COMMITTEE
OF THE BOARD OF DIRECTORS, THE BOARD OF DIRECTORS
RECOMMENDS THAT ALL STOCKHOLDERS VOTE FOR PROPOSAL NO.1
AND THAT ALL PREFERRED STOCKHOLDERS VOTE FOR PROPOSAL NO. 2.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
/\ FOLD AND DETACH HERE /\
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
1. TO ADOPT THE MERGER AGREEMENT PROVIDING FOR AGAINST ABSTAIN THIS PROXY WHEN PROPERLY EXECUTED WILL
FOR THE MERGER OF CATAPULSE WITH AND [_] [_] [_] BE VOTED AS DIRECTED. WHEN NO CHOICE IS
INTO RATIONAL SOFTWARE CORPORATION AND INDICATED, THIS PROXY WILL BE VOTED FOR
AFTER WHICH CATAPULSE STOCKHOLDERS WILL EACH PROPOSAL.
BECOME STOCKHOLDERS OF RATIONAL.
WHETHER OR NOT YOU PLAN TO ATTEND THE
2. WITH RESPECT TO CATAPULSE PREFERRED FOR AGAINST ABSTAIN SPECIAL MEETING IN PERSON, WE URGE YOU TO
STOCKHOLDERS, TO APPROVE THE CONVERSION [_] [_] [_] COMPLETE, DATE, SIGN AND PROMPTLY MAIL
OF ALL OF THE OUTSTANDING PREFERRED THIS PROXY IN THE ENCLOSED RETURN ENVELOPE
STOCK OF CATAPULSE INTO CATAPULSE SO THAT YOUR SHARES MAY BE REPRESENTED AT
COMMON STOCK EFFECTIVE IMMEDIATELY THE SPECIAL MEETING.
PRIOR TO THE EFFECTIVE TIME OF THE
MERGER.
</TABLE>
AND TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
SPECIAL MEETING OR AT ANY POSTPONEMENTS OR ADJOURNMENTS THEREOF.
Signature(s)_____________________________________ Date:________________, 2001
Please sign exactly as your name(s) appears on your stock certificate. If shares
of stock stand of record in the names of two or more persons or in the name of
husband and wife, whether as joint tenants or otherwise, both or all of such
persons should sign the proxy. If shares of stock are held of record by a
corporation, the proxy should be executed by the president or vice president and
the secretary or assistant secretary. Executors, administrators or other
fiduciaries who execute the above proxy for a deceased stockholder should give
their full title. Please date the proxy.
/\ FOLD AND DETACH HERE /\
