EX-99 3 exhibit_99-2.txt EXHIBIT 99.2 ANNUAL AND SPECIAL GENERAL MEETING OF SHAREHOLDERS OF TOWER SEMICONDUCTOR LTD. DECEMBER 5, 2004 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 2-6 AND "FOR" PROPOSAL 8. 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. Carmel Vernia, Mr. Idan Ofer, 2. TO APPROVE the reappointment of Mr. Mr. Ehud Hillman, Dr. Eli Harari, Mr. Miin Wu and Mr. N.D. Reddy Carmel Vernia as Chairman of the Board as members of the Board of Directors of the Company. of Directors of the Company. [_] [_] [_] NOMINEES: 3. TO APPROVE the appointment of Brightman [_] FOR ALL NOMINEES [_] Mr. Carmel Vernia Almagor & Co. as the independent public [_] Mr. Idan Ofer accountant of the Company for the year [_] WITHHOLD AUTHORITY [_] Mr. Ehud Hillman ending December 31, 2004 and for the period FOR ALL NOMINEES [_] Dr. Eli Harari commencing January 1, 2005 and until the [_] Mr. Min Wu next annual shareholders meeting, and to [_] FOR ALL EXCEPT [_] Mr. N.D. Reddy authorize of the Audit Committee of the (see instructions below) Board to fix the remuneration of such auditors. [_] [_] [_] 4. TO ELECT Mr. Hans Rohrer to an additional three-year term as an Outside and Independent Director, commencing April 21, 2005. 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 5. TO ELECT Ms. Tal Yaron-Eldar as an Outside and Independent Director of the Company for a three-year term commencing January 1, 2005. [_] [_] [_] 6. TO INCREASE the number of the Company's authorized ordinary shares to 250,000,000 and authorized share capital to NIS 250,000,000 and to amend the Company's Articles of Association to reflect such increase. [_] [_] [_] For the purposes of this Proxy Card, a "Personal Interest" of a Indicate a vote with respect to 7A or 7B according to shareholder in the approval of an act or a transaction of the Company, whether or not you have a Personal Interest in Proposal (i) includes the personal interest of any members of his/her immediate 7. Your vote will not be counted if you fail to vote family (including the spouses thereof), or a personal interest of a or if you vote in both 7A and 7B. 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 7A. VOTE HERE if you DO NOT have a Personal its issued share capital or its voting rights or has the right to Interest (as defined) in Proposal 7. TO appoint a director or chief executive officer, and (ii) excludes a APPROVE the amendment of the Non-Employee personal interest that arises solely from the fact of holding shares in Director Share Option Plan 2001. the Company or any body corporate. [_] [_] [_] 7B. VOTE HERE if you have a Personal Interest (as defined) in Proposal 7. TO APPROVE the amendment of the Non-Employee Director Share Option Plan 2001. [_] [_] [_] 8. TO APPROVE the amendment to the 2005 Employee Share Option Plan. [_] [_] [_] 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:_________ 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 SUNDAY, DECEMBER 5, 2004 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 Tamar Cohen 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 Sunday, December 5, 2004 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. IN ORDER FOR YOUR VOTE TO BE COUNTED WITH RESPECT TO PROPOSAL 7 , YOU MUST INDICATE WHETHER YOU HAVE A PERSONAL INTEREST IN SUCH PROPOSAL BY VOTING IN EITHER ITEM 7A OR 7B. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2, 3, 4, 5, 6 AND 8. 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)