EXHIBIT 2
TOWER SEMICONDUCTOR LTD
For the Special General Meeting Of Shareholders
To Be Held On May 14,2003
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of Tower Semiconductor Ltd. (the "Company")
hereby appoints each of Rafi Levin, Amir Harel and Tamar Cohen of the Company,
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 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 May 14, 2003 at 11:OO a.m. (local time) and all
adjournments and postponements thereof.
The undersigned hereby acknowledges receipt of the Notice of 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 confirms all that the proxies,
their substitutes, or any of them, 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. IN ORDER FOR YOUR VOTE TO
BE COUNTED WITH RESPECT TO PROPOSAL 1, YOU MUST INDICATE WHETHER YOU HAVE A
PERSONAL INTEREST IN SUCH PROPOSAL BY VOTING IN ITEM 1A OR 1B. IF NO DIRECTION
IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 2, 3 AND 4.
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)
SPECIAL GENERAL MEETING OF SHAREHOLDERS OF
TOWER SEMICONDUCTOR LTD.
May 14, 2003
Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]
Indicate a vote with respect to 1A or 1B according to whether or not you have a
Personal Interest in Proposal 1. Your vote will not be counted if you fail to
vote or if you vote in both 1A and 1B.
1A. VOTE HERE if you do not have a Personal Interest (as defined below) in
Proposal 1. TO APPROVE an amendment to the Fab 2 investment FOR AGAINST ABSTAIN
agreements. If you vote here, omit 1B. [] [] []
1B. VOTE HERE if you have a Personal Interest (as defined below) in
Proposal 1. TO APPROVE an amendment to the
Fab 2 investment agreements. If you vote here, omit IA. [] [] []
2. TO APPROVE the increase in the number of the Company's authorized
ordinary shares to 100,000,000 and related amendment of the Articles of Association. [] [] []
3. TO APPROVE the appointment of Mr. Carmel Vernia, effective June 1 2003, as
member and chairman of the Board of Directors. [] [] []
4 TO APPROVE the appointment of Mr. Carmel Vernia, effective June 1, 2003, as
acting CEO of the Company for a period of up to 3 years. [] [] []
You have a "Personal Interest" in the approval of an act or transaction at the
Company if the act or transaction will result in a personal or financial benefit
to you or to a company for which you serve as a director or CEO or which you
have a 5% or greater ownership or voting interest or he the right or appoint
director or CEO and (i) includes the personal interest of any member of your
immediate family including the spouses thereof), and (ii) excludes a personal
interest that arises solely from the fact of holding shares in the Company or
any body corporate.
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: ____________