EXHIBIT 99.2 ANNUAL AND SPECIAL GENERAL MEETING OF SHAREHOLDERS OF TOWER SEMICONDUCTOR LTD. DECEMBER 4, 2007 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 1-4 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. Dov Moran, Mr. Russell 2. TO APPOINT Mr. Dov Moran as Chairman of the Board of [_] [_] [_] C. Ellwanger, Mr. Nir Gilad, Dr. Eli Harari, Mr. Miin Wu, Directors of the Company. Mr. Kalman Kaufman and Mr. Ron Moskowitz as members of the Board of Directors of the Company. ----------------------------------------------------------------------------------------- NOMINEES: 3. TO APPROVE the appointment of Brightman Almagor & Co. [_] [_] [_] ____ FOR ALL NOMINEES __ Mr. Dov Moran as the independent public accountant of the Company for __ Mr. Russell C. Ellwanger the year ending December 31, 2007 and for the period ____ WITHHOLD AUTHORITY __ Mr. Nir Gilad commending January 1, 2008 and until the next annual FOR ALL NOMINEES __ Dr. Eli Harari shareholders meeting. __ Mr. Miin Wu ----------------------------------------------------------------------------------------- ____ FOR ALL EXCEPT __ Mr. Kalman Kaufman 4. TO APPROVE the terms of compensation and the performance- [_] [_] [_] (see instructions below) __ Mr. Ron Moskowitz based bonus for 2007, of our chief executive officer and director. INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark "FOR ALL EXCEPT" and fill in the circle next to each nominee you wish to withhold, as shown here: o 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 changes to the registered name(s) on the account may not be submitted via this method. Signature of Shareholder: ______________ Date:_______ Signature of Shareholder: ______________ Date:_______
TOWER SEMICONDUCTOR LTD. FOR THE ANNUAL AND SPECIAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON TUESDAY, DECEMBER 4, 2007 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned shareholder of Tower Semiconductor Ltd. (the "Company") hereby appoints each of Dina Back-Frimer 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 Shaul Amor Street., Ramat Gavriel Industrial Park, Migdal Haemek, Israel, on Tuesday, December 4, 2007 at 11:00 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 1 THROUGH 4. 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 Shaul Amor Street, Ramat Gavriel Industrial Park, Post Office Box 619, Migdal Haemek 23105, Israel, Attention: Corporate Secretary. (CONTINUED AND TO BE SIGNED ON REVERSE SIDE)