AUDIOCODES LTD

PROPOSAL TWO

reELECTION OF MS. SHIRA Fayans Birenbaum AS A CLASS II DIRECTOR

FOR AN ADDITIONAL TERM OF THREE YEARS

The Nominating Committee has recommended that Ms. Fayans Birenbaum be reelected to serve as a Class II Director until the 2029 Annual General Meeting of Shareholders, and until her successor is elected and qualified, or until her office is vacated in accordance with the Articles of Association or the Companies Law.

Biographical information concerning Ms. Fayans Birenbaum is set forth immediately below.

Shira Fayans Birenbaum has served as one of our directors since March 2022. Ms. Shira Fayans Birenbaum currently serves as a board member at several publicly traded and private international companies, including as Vice Chairman of the board of Marriott Vacation Club International Thailand. Ms. Fayans Birenbaum has 25 years of experience as a Board Member and Chairwoman serving in all committees in publicly traded companies such as technology, investment houses, banks, insurance, real estate, manufacturers, semiconductor and educational institutions, in companies such as DSGP, POMVOM, ION Acquisition Corp 3 Ltd. and Anan Datacenters. From 2014 to the end of 2019, Ms. Fayans Birenbaum held the position of COO and CMO of Microsoft Israel, leading Digital Transformation, and from 2021 to 2023 held the position of President Global of CYMPIRE LTD. Ms. Fayans Birenbaum has extensive experience in Executive C Level positions in her previous roles. Ms. Fayans Birenbaum holds an M.B.A. and B.A. both from Tel Aviv University and marketing management certification studies from The College of Management Academic Studies.

The shareholders of the Company are being asked to reelect Ms. Fayans Birenbaum as a Class II Director for a term until the 2029 Annual General Meeting of Shareholders, and until her successor is elected and qualified or until her office is vacated in accordance with the Articles of Association or the Companies Law. Management has not been made aware of any current circumstances that would render Ms. Fayans Birenbaum unable to accept her nomination or reelection.

“RESOLVED, that the shareholders of the Company hereby reelect Ms. Shira Fayans Birenbaum to the Board of Directors of the Company to serve as a Class II Director for a term of three (3) years until the 2029 Annual General Meeting of Shareholders and until her successor is elected and qualified, or until her office is vacated in accordance with the Company’s Articles of Association or the Israeli Companies Law, 5759-1999.”

The affirmative vote of the holders of a majority of the voting power represented at the Meeting in person or by proxy and voting thereon is necessary for approval of this Proposal Two.

The Board hereby recommends a vote “FOR” the reelection of Ms. Shira Fayans Birenbaum as a Class II Director for a term of three (3) years until the 2029 Annual General Meeting of Shareholders and until her successor is elected and qualified, or until her office is vacated in accordance with the Articles of Association or the Companies Law.