Lumenis^® Ltd.

Notice of special general meeting of shareholders to be held on September 20, 2007

Yokneam, Israel
August 16, 2007

To the Shareholders of Lumenis Ltd. (“Lumenis”, the “Company” or “we”):

NOTICE IS HEREBY GIVEN that a Special General Meeting of Shareholders (the “Special 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 Thursday, September 20, 2007 at 1:30 p.m. (Israel time).

The agenda of the Special General Meeting will be as follows:

1. To elect Mr. Naftali (Tali) Idan as one of our external directors.
   
2. To elect Mr. Eugene Davis to our board of directors;
   
3. To approve and adopt an amendment to Article 6(a) of our articles of association which would increase our authorized share capital by NIS 20 million, resulting in our authorized share capital being increased to NIS 90 million, divided into 900 million ordinary shares, par value NIS 0.1 per share;
   
4. To approve an amendment to Article 40 of our articles of association, relating to fixing the number of directors;
   
5. To approve an amendment to Article 65 of our articles of association, relating to financial statements;
   
6. To approve terms of compensation of Mr. Davis, one of our directors;

After a short recess, during which Lumenis’s audit committee and board of directors will meet to consider various proposals, the meeting will reconvene for the following:

7. Subject to the election of Mr. Idan as an external director by the Company’s shareholders and the approval of our audit committee and board of directors of his terms of compensation, to approve terms of compensation of Mr. Idan; and
   
8. To transact such other business as may properly come before the Special General Meeting or any adjournment 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 August 13, 2007 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