LUMENIS LTD.
NOTICE OF 2009 ANNUAL GENERAL MEETING OF
SHAREHOLDERS TO BE HELD ON DECEMBER 21, 2009
Yokneam, Israel
November 13, 2009
To the Shareholders of Lumenis Ltd. ("Lumenis", the "Company", "we"):
NOTICE IS HEREBY GIVEN that the 2009 Annual General Meeting of Shareholders (the "Annual General Meeting" or the "meeting") of Lumenis will be held at our executive offices at 7 Ha’yitzira Street, Yokneam Industrial Park, Yokneam, Israel, on Monday, December 21, 2009 at 1:30 p.m. (Israel time).
The agenda of the Annual General Meeting will be as follows:
- To re-elect Ms. Talia Livni as an External Director of Lumenis for an additional three-year term;
- To re-elect each of Messrs. Harel Beit-On, Yoav Doppelt and Eugene Davis to our board of directors;
- To approve the re-pricing of stock options granted to Mr. Eugene Davis, one of our directors;
- To approve the re-appointment of Kost Forer Gabbay & Kasierer, a member firm of Ernst & Young Global Limited, as our independent auditors and to authorize our board of directors (with power of delegation to our audit committee) to fix the said independent auditors’ remuneration in accordance with the volume and nature of their services;
- To discuss the Auditors’ Report and our Consolidated Financial Statements as of and for the year ended December 31, 2008; and
- To transact such other business as may properly come before the Annual General Meeting or any adjournment or postponement thereof.
The proposals and details with respect to the meeting are described more fully in the attached proxy statement, which we urge you to read in its entirety.
Shareholders of record at the close of business on November 11, 2009 are entitled to notice of and to vote at the meeting. All shareholders are cordially invited to attend the meeting in person.
Shareholders who are unable to attend the meeting in person are requested to complete, date and sign the enclosed form of proxy and return it promptly in the pre-addressed envelope provided, so as to be received not less than forty eight (48) hours in advance of the meeting. No postage is required if mailed in the United States to our United States transfer agents, American Stock Transfer and Trust Company. Shareholders who attend the meeting, may revoke their proxies and vote their shares in person.
If your shares are held in "street name" (meaning held through a bank, broker or other nominee), you may either direct the record holder of your shares on how to vote your shares or obtain a legal proxy from the record holder to vote the shares at the meeting.
Joint holders of our Ordinary Shares should take note that, pursuant to our articles of association, the vote of the senior of joint holders of any share who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other holder(s) of the share, and for this purpose seniority will be determined by the order of registration of the joint holders in the register of shareholders.
By order of the Board of Directors,
Harel Beit-On
Chairman of the Board of Directors
Dov Ofer
Chief Executive Officer
Lumenis 2009 Annual General Meeting of Shareholders Proxy Statement
