EXHIBIT 99.2 ANNUAL GENERAL MEETING OF SHAREHOLDERS OF SHAMIR OPTICAL INDUSTRY LTD. SEPTEMBER 7, 2010 Please date, sign and mail your proxy card in the envelope provided as soon as possible. Please detach along perforated line and mail in the envelope provided. - -------------------------------------------------------------------------------- THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE "FOR" THE PROPOSALS LISTED BELOW. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X] - -------------------------------------------------------------------------------- ANNUAL GENERAL MEETING FOR AGAINST ABSTAIN 1. Approval and ratification of the re-appointment of Kost, [_] [_] [_] Forer, Gabbay & Kasierer, independent public accountants and a member of Ernst & Young Global, as the Company's independent auditors for fiscal year 2010 and the period ending at the close of the next annual general meeting. 2. Re-election of each of Mr. Israel Oz and Mr. Giora Ben-Ze'ev [_] [_] [_] to hold office as Class A Directors of the Company until the close of the third succeeding annual general meeting to be held in 2013. 3. Approval and ratification of the Company's purchase of an [_] [_] [_] insurance policy of directors' and officers' liability. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual General Meeting of Shareholders. To change the address on your account, please [_] THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER check the box at right and indicate your new DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION address in the address space above. Please IS MADE, THE PROXY WILL BE VOTED FOR EACH OF THE PROPOSALS. SHOULD note that changes to the registered name(s) ANY OTHER MATTER REQUIRING A VOTE OF THE SHAREHOLDERS ARISE, THE on the account may not be submitted via this PROXIES NAMED ABOVE ARE AUTHORIZED TO VOTE IN ACCORDANCE WITH THEIR method. BEST JUDGMENT IN THE INTEREST OF THE COMPANY. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ADDRESSED ENVELOPE. IF YOU DO NOT SIGN AND RETURN A PROXY OR ATTEND THE MEETINGS AND VOTE, YOUR SHARES CAN NOT BE VOTED. 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 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 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.
SHAMIR OPTICAL INDUSTRY LTD. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS I, the undersigned shareholder of Shamir Optical Industry Ltd. (the "Company"), do hereby nominate, constitute and appoint Mr. David Bar-Yosef and Mr. Yagen Moshe, or any one of them, my true and lawful proxy and attorney(s) with full power of substitution for me and in my name, place and stead, to represent and vote all of the ordinary shares, par value NIS 0.01 per share, of the Company, held in my name on its books as of August 3, 2010, at the Annual General Meeting of Shareholders to be held on September 7, 2010 (or as otherwise adjourned). By my signature, I herby revoke any and all proxies previously given. (CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)