Tower Semiconductor Ltd. — AGM Information 2014

May 22, 2014

ANNUAL GENERAL MEETING OF SHAREHOLDERS OF

TOWER SEMICONDUCTOR LTD.

June 29, 2014

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.

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE

	FORAGAINSTABSTAIN
1.TO ELECTMr. Amir Elstein, Mr. Kalman Kaufman, Ms. Dana Gross, Mr. RamiGuzman, Mr.Yoav Doppelt and Mr. Sagi Kabla as members of the Board ofDirectors of the Company.NOMINEES:____ FOR ALL NOMINEES __ Mr. Amir Elstein__ Mr. Kalman Kaufman____ WITHHOLD AUTHORITY __ Ms. Dana GrossFOR ALL NOMINEES __ Mr. Rami GuzmanMr.Yoav Doppelt__ FOR ALL EXCEPT __ Mr. Sagi KablaINSTRUCTION: 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 towithhold, as shown here: ●	2. TO APPOINTMr. Amir Elstein as Chairman of the Board ofDirectors of the Company.
	3.TO APPROVEthe appointment of Brightman Almagor & Co. as theindependent public accountant of the Company for the year endingDecember 31, 2014 and for the period commencing January 1, 2015and until the next annual shareholders' meeting, and to furtherauthorize the Audit Committee of the Board of Directors to determinethe remuneration of such auditors
	4.TO EXTENDthe appointment of Mr. Alex Kornhauser for anadditional three-year term as an external directorDo you have a “Personal Interest”**(as defined below)**with respect to thesubject matter of Proposal 4?For the purposes of this Proxy Card, a “Personal Interest” is defined as: (1)a shareholder’s personal interest in an act or a transaction of the Company,including (i) the personal interest of his or her relative (which includes forthese purposes any members of his/her (or his/her spouse's) immediatefamily or the spouses of any such members of his or her (or his/herspouse's) immediate family and their spouses); and (ii) a personal interestof a body corporate in which a shareholder or any of his/heraforementioned relatives serves as a director or the chief executive officer,owns at least 5% of its issued share capital or its voting rights or has theright to appoint a director or chief executive officer, but (2) excluding apersonal interest arising solely from the fact of holding shares in theCompany or in a body corporate. YESNO

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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 General Meeting of Shareholders To Be Held On Sunday, June 29, 2014

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, Nati Somekh and Tziona Shriki 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 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 Sunday, June 29, 2014 at 10:00 a.m. (local time) and all adjournments and postponements thereof.

The undersigned hereby acknowledges receipt of the Notice of an Annual 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 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 3. In order for your vote to be counted with respect to Proposals 4 you must, in addition to casting your vote, indicate whether you have a “Personal Interest” in such proposal (as such is defined under the respective 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 Shaul Amor Street, Ramat Gavriel Industrial Park, Post Office Box 619, Migdal Haemek 23105, Israel, Attention: Associate General counsel.

(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)