EX-99.2 6 a2222037zex-99_2.htm EX-99.2
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Exhibit 99.2

|  | VOTE BY INTERNET—[ ]
|  | Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. New York City time the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
|  | Electronic Delivery of Future PROXY MATERIALS
DAWSON GEOPHYSICAL COMPANY 508 WEST WALL, SUITE 800 MIDLAND, TX 79701-5010 |  | If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
|  | VOTE BY PHONE—[ ]
|  | Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. New York City time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions.
|  | VOTE BY MAIL
|  | Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to [ ].
FORM OF PROXY

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: |  | KEEP THIS PORTION FOR YOUR RECORDS

DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

The Board of Directors recommends you vote FOR proposals 1, 2, 3 and 4.

1. |  | Proposal to approve the Agreement and Plan of Merger, dated October 8, 2014, by and among Dawson Geophysical Company (Dawson), TGC Industries, Inc. (TGC) and Riptide Acquisition Corp., a direct wholly owned subsidiary of TGC, pursuant to which Riptide Acquisition Corp. will be merged with and into Dawson, with Dawson surviving and becoming a direct wholly owned subsidiary of TGC. |  | FOR o |  | AGAINST o |  | ABSTAIN o
2. |  | Proposal to approve an amendment to Dawson's second restated articles of incorporation to change the name of Dawson to "Dawson Operating Company" immediately prior to the merger. |  | FOR o |  | AGAINST o |  | ABSTAIN o
3. |  | Proposal to approve a non-binding advisory resolution on certain compensation that may be paid or become payable to Dawson's named executive officers upon consummation of the merger. |  | FOR o |  | AGAINST o |  | ABSTAIN o
4. |  | Proposal to approve adjournments of the Dawson special meeting, if necessary or appropriate, to permit the solicitation of additional proxies if there are not sufficient votes at the time of the special meeting to adopt Proposals 1, 2 or 3. |  | FOR o |  | AGAINST o |  | ABSTAIN o

NOTE: The undersigned acknowledges receipt of the Notice of Special Meeting of Shareholders and Proxy Statement of the Company for the Special Meeting to be held on [ ], 2015. Please date and sign exactly as name appears on this proxy. Joint owners should each sign. If the signer is a corporation, please sign full corporate name by duly authorized officer. Executors, administrators, trustees, etc., should give full title as such. The shares represented by this proxy, when properly executed, will be voted in the manner directed herein by the undersigned Shareholder(s). IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2, 3 AND 4. If any other matters properly come before the meeting, the persons name in this proxy will vote in their discretion.

For address change/comments, mark here. o

(see reverse for instructions)

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.

|  | Signature [PLEASE SIGN WITHIN BOX] |  |  |  |  | Date |  |  |  | Signature (Joint Owners) |  |  |  |  | Date |  |

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting: The Prospectus, Notice & Proxy Statement is/are available at [ ].

DAWSON GEOPHYSICAL COMPANY
Special Meeting of Shareholders
[ ], 2015 8:00 AM
This proxy is solicited on behalf of the Board of Directors

The shareholder(s) hereby appoint(s) Stephen L. Jumper and Craig W. Cooper, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and

to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of Dawson Geophysical Company that the shareholder(s) is/are entitled to vote at the Special Meeting of Shareholders to be held at 8:00 A.M., Central Time on [ ], 2015, at 2001 Ross Avenue, Suite 1100, Dallas, Texas, and any adjournment or postponement thereof.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE SHAREHOLDER(S). IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSALS LISTED ON THE REVERSE SIDE.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY USING THE ENCLOSED REPLY ENVELOPE

Address change/comments:

(If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.)

Continued and to be signed on reverse side

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Exhibit 99.2

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

The Board of Directors recommends you vote FOR proposals 1, 2, 3 and 4.

DAWSON GEOPHYSICAL COMPANY Special Meeting of Shareholders [ ], 2015 8:00 AM This proxy is solicited on behalf of the Board of Directors
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY USING THE ENCLOSED REPLY ENVELOPE

Address change/comments

Continued and to be signed on reverse side