Tower Semiconductor Ltd. — Proxy Solicitation & Information Statement 2012

Jun 12, 2012

TOWER SEMICONDUCTOR LTD. NOTICE OF SPECIAL GENERAL MEETING OF SHAREHOLDERS

To Be Held On July 26, 2012

Notice is hereby given that the Special General Meeting (the "Meeting") of the shareholders of Tower Semiconductor Ltd. ("Tower" or the "Company"), an Israeli company, will be held at the offices of the Company, Shaul Amor Street, Ramat Gavriel Industrial Park, Migdal Haemek 23105, Israel, on Thursday, July 26, 2012, at 9:00 a.m. (Israel time) for the following purposes:

1. To approve an increase in the number of the Company's authorized ordinary shares and authorized share capital, and to amend the Articles of Association of the Company to reflect such increase.
2. To approve a reverse share split of the Company's ordinary shares to allow the Company to comply with the Nasdaq Capital Market continued listing requirements, effective on the date to be announced by the Company, and to amend the Articles of Association accordingly.
3. To approve an amendment to the Company's Articles of Association to provide for the authorization of preferred shares.

Shareholders of record at the close of business on June 18, 2012, are entitled to notice of, and to vote at the Meeting. All shareholders are cordially invited to attend the Meeting in person.

Shareholders who do not expect to attend the Meeting in person are requested to mark, date, sign and mail the enclosed proxy as promptly as possible in the enclosed stamped envelope. 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: Associate General Counsel.

By Order of the Board of Directors,

Amir Elstein Chairman of the Board June 12, 2012