EXHIBIT 99.2 ANNUAL AND SPECIAL GENERAL MEETING OF SHAREHOLDERS OF TOWER SEMICONDUCTOR LTD. SEPTEMBER 28, 2006 PLEASE SIGN, DATE 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 RECOMMENDS A VOTE "FOR" PROPOSALS 2-7 PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE FOR AGAINST ABSTAIN - ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 1. Election of Directors: TO ELECT Mr. Udi Hillman, Dr. Eli Harari, 2. TO APPOINT Mr. Udi Hillman as Chairman of the Board of [_] [_] [_] Mr. Miin Wu, Mr. Melvin L. Keating, Mr. Yossi Rosen, Mr. Russell Directors of the Company. Ellwanger and Mr. Kalman Kaufman as members of the Board of Directors of the Company. -------------------------------------------------------------------------------------------------- NOMINEES: 3. TO APPROVE the appointment of Brightman Almagor & Co. [_] [_] [_] ____ FOR ALL NOMINEES __ Mr. Udi Hillman as the independent public accountant of the Company for __ Dr. Eli Harari the 2006 and 2007 fiscal years. ____ WITHHOLD AUTHORITY __ Mr. Miin Wu 4. TO INCREASE the number of the Company's authorized [_] [_] [_] FOR ALL NOMINEES __ Mr. Melvin L. Keating ordinary shares to 800,000,000 and authorized share __ Mr. Yossi Rosen capital to NIS 800,000,000 ____ FOR ALL EXCEPT __ Mr. Russell Ellwanger 5. TO GRANT to the Company's chief executive officer [_] [_] [_] (see instructions below) __ Mr. Kalman Kaufman options to purchase shares, such that, in total, he will hold options to purchase shares that represent 4% of the Company's issued share capital on a fully diluted basis until May 16, 2008. INSTRUCTION: To withhold authority to vote for any individual 6. TO DESIGNATE 1,000,000 options under the Employee [_] [_] [_] nominee(s), mark "FOR ALL EXCEPT" and fill in the circle next to each Share Option Plan 2005, as Incentive Stock Options nominee you wish to withhold, as shown here: o 7. TO APPROVE the (i) conversion of $158 million in debt [_] [_] [_] under the Company's credit facility agreement with Bank Hapoalim and Bank Leumi-Le-Israel into equity, and the amendment to the Credit Facility; (ii) $100 million investment by Israel Corporation Ltd.; and (iii) issuance of Company's securities in connection with (i) and (ii) above. Do you have a "Personal Interest" (as defined) with respect to the subject matter of Proposal 7? YES NO (Please note: if you don not mark either YES or NO your [_] [_] shares will not be voted on Proposal 7) To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that For the purposes of this Proxy Card, a "Personal Interest" of a shareholder in the approval of changes to the registered name(s) on the account may not be submitted an act or a transaction of the Company, (i) includes the personal interest of any members of via this method. his/her immediate family (including the spouses thereof), or a personal interest of a body corporate in which the shareholder or such family member thereof serves as a director or the chief executive officer, owns at least 5% of its issued share capital or its voting rights or has the right to appoint a director or chief executive officer, and (ii) excludes a personal interest that arises solely from the fact of holding shares in the Company or any body corporate. Signature of Shareholder: ______________ Date:_______ Signature of Shareholder: ______________ Date:_______ NOTE: Please sign exactly as the 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.
TOWER SEMICONDUCTOR LTD. FOR THE ANNUAL AND SPECIAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON THURSDAY, SEPTEMBER 28, 2006 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned shareholder of Tower Semiconductor Ltd. (the "Company") hereby appoints each of Oren Shirazi and Nati Somekh Gilboa of the Company, each with full power of substitution, the true and lawful attorney, agent and proxy of the undersigned, to vote, as designated on the reverse side, all of the Ordinary Shares of the Company which the undersigned is entitled in any capacity to vote at the Annual and Special General Meeting of Shareholders of the Company to be held at the offices of the Company located at Hamada Avenue, Ramat Gavriel Industrial Park, Migdal Haemek, Israel, on Thursday, September 28, 2006 at 9:00 a.m. (local time) and all adjournments and postponements thereof. The undersigned hereby acknowledges receipt of the Notice of an Annual and Special General Meeting and the Proxy Statement accompanying such Notice, revokes any proxy or proxies heretofore given to vote upon or act with respect to the undersigned's shares and hereby ratifies and confirm all that the proxies or their substitutes may lawfully do by virtue hereof. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN ACCORDANCE WITH THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 2 THROUGH 6 BUT WILL NOT BE VOTED WITH RESPECT TO PROPOSAL 7. IN ORDER FOR YOUR VOTE TO BE COUNTED WITH RESPECT TO PROPOSALS 7, YOU MUST, IN ADDITION TO CASTING YOUR VOTE, INDICATE WHETHER YOU HAVE A "PERSONAL INTEREST" IN SUCH PROPOSAL BY MARKING EITHER YES OR NO IN THE BOXES PROVIDED. Beneficial owners who hold their shares through members of the Tel Aviv Stock Exchange ("TASE") may either vote their shares in person at the meeting by presenting a certificate signed by a member of the TASE which complies with the Israel Companies Regulations (Proof of Ownership for Voting in General Meetings)--2000 as proof of ownership of the shares, or send such certificate along with a duly executed proxy to the Company at Hamada Avenue, Ramat Gavriel Industrial Park, Post Office Box 619, Migdal Haemek 23105, Israel, Attention: Corporate Secretary. (CONTINUED AND TO BE SIGNED ON REVERSE SIDE)