6-K

EX-99 3 exhibit_99-2.htm 6-K

                                                                    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)