Vishay Intertechnology Inc – ‘S-4’ on 9/6/01 – EX-99.2

On:  Thursday, 9/6/01   ·   Accession #:  912057-1-531432   ·   File #:  333-69004

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Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration of Securities Issued in a               163    875K 
                          Business-Combination Transaction                       
 2: EX-9.1      Voting Trust Agreement                                 4     21K 
 3: EX-23.1     Consent of Experts or Counsel                          1      6K 
 4: EX-23.2     Consent of Experts or Counsel                          1      6K 
 5: EX-99.1     Miscellaneous Exhibit                                  2      9K 
 6: EX-99.2     Miscellaneous Exhibit                                  2     10K 
 7: EX-99.3     Miscellaneous Exhibit                                  1      7K 

EX-99.2   —   Miscellaneous Exhibit

EX-99.2
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                                                                    EXHIBIT 99.2

PROXY                                                                           

GENERAL SEMICONDUCTOR, INC. 
10 MELVILLE PARK ROAD 
MELVILLE, NEW YORK 11747-3113 
--------------------------------------------------------------------------------

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF GENERAL  
SEMICONDUCTOR, INC. FOR USE AT THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD   
, 2001.                                                 

   The shares of stock you hold will be voted as you specify on this proxy, by
telephone or via the Internet.                                                  

IF NO CHOICE IS SPECIFIED, THE PROXY WILL BE VOTED "FOR" PROPOSAL 1.            

   The undersigned hereby appoints Stephen B. Paige, Robert J. Gange and Harry
S. Jakubowitz, and each or any of them, their attorneys or agents, with full    
power of substitution, to vote as Proxy for the undersigned as herein stated at 
the Special Meeting of Stockholders of General Semiconductor, Inc. to be held at
      , on       , 2001 at       , Eastern Time, and at any adjournment thereof,
according to the number of votes the undersigned would be entitled to vote if   
personally present, on the proposal set forth on the reverse hereof and in      
accordance with their discretion on any other matters that may properly come    
before the meeting or any adjournments thereof. The undersigned hereby          
acknowledges receipt of the Notice and Joint Proxy Statement/Prospectus, dated  
, 2001.                                                             

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED  
ENVELOPE.                                                                   

(CONTINUED, AND TO BE MARKED, DATED AND SIGNED, ON THE OTHER SIDE)

EX-99.2
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THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE
VOTED FOR THE PROPOSAL
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1.

1.  To approve and adopt the Agreement and Plan of Merger, dated as of  
July 31, 2001, among Vishay Intertechnology, Inc., Vishay Acquisition Corp. and 
General Semiconductor, Inc., as described in the accompanying joint proxy       
statement/prospectus.                                                           

   FOR / /                AGAINST / /                ABSTAIN / /

 NOTE:  Please sign this proxy exactly as the name(s) appears hereon. When
signing as attorney-in-fact, executor, administrator, trustee, guardian, etc.,  
please add your title as such. Proxies executed in the name of a corporation    
should be signed on behalf of the corporation by a duly authorized officer.     
Where shares are owned in the name of two or more persons, all such persons     
should sign this proxy.                                                         

                                                        [Enlarge/Download Table]
                                                                                        
----------------------------  ----------------------------  ----------------------------
  Signature of Stockholder      Signature of Stockholder                Date            

--------------------------------------------------------------------------------
Detach here from proxy voting card

VOTE BY INTERNET OR TELEPHONE OR MAIL 
24 HOURS A DAY, 7 DAYS A WEEK 
INTERNET AND TELEPHONE VOTING IS AVAILABLE THROUGH 4:00 P.M. EASTERN TIME 
THE BUSINESS DAY PRIOR TO THE SPECIAL MEETING DAY.

YOUR TELEPHONE OR INTERNET VOTE AUTHORIZES THE NAMED PROXIES TO VOTE YOUR SHARES
IN THE SAME 
MANNER AS IF YOU MARKED, SIGNED AND RETURNED YOUR PROXY CARD. 
INTERNET
HTTP://WWW.PROXYVOTING.COM/SEM
Use the Internet to vote your proxy. Have your proxy card in hand when you
access the web site. You will be prompted to enter your control number, located 
in the box below, to create and submit an electronic ballot.

TELEPHONE 
1-800-840-1208
Use any touch-tone telephone to vote your proxy. Have your proxy card in hand 
when you call. You will be prompted to enter your control number, located in the
box below, and then follow the directions given.

MAIL
Mark, sign and date your proxy card and return it in the enclosed postage-paid
envelope. 

IF YOU VOTE YOUR PROXY BY INTERNET OR BY TELEPHONE, 
YOU DO NOT NEED TO MAIL BACK YOUR PROXY CARD

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-4’ Filing		Date		First		Last			Other Filings
Filed on:		9/6/01
		7/31/01		2					PRE 14A
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