Lumenis^® Ltd.

NOTICE OF SPECIAL GENERAL MEETING OF
SHAREHOLDERS TO BE HELD ON JUNE 18, 2009

Yokneam, Israel
May 13,2009

To the Shareholders of Lumenis Ltd. ("Lumenis", the "Company", "we" or "us"):

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 6 Ha'yitzira Street, Yokneam Industrial Park, Yokneam, Israel, on Thursday, June 18, 2009 at 1:30 P.M. (Israel time).

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

1. The authorization and approval of an equity financing of the Company (the "Equity Financing") in which the Company intends to raise an amount of up to US$15 million from LM Partners L.P. and Ofer Hi-Tech Investments Ltd., who are currently significant shareholders of the Company (together with any parties affiliated with any of them, the "Existing Investors"). Pursuant to the terms of the Equity Financing, the Company will issue, to the Existing Investors, (i) up to an aggregate of 13,636,363 of its ordinary shares, par value NIS 0.10 per share ("Ordinary Shares") at a price per share of US$1.10 and (ii) five-year warrants to purchase up to an aggregate of 6,818,182 Ordinary Shares at an exercise price of US$1.30 per share. The Company may also accept additional subscriptions from new, external investors to make investments in the Company in an amount of up to US$5 million pursuant to the terms and conditions of the Equity Financing.
   
   
2. The transaction of such other business as may properly come before the Special General Meeting or any adjournment thereof.
   

The proposal and details with respect to the meeting are described more fully in the enclosed proxy statement, which we urge you to read in its entirety.

Our Board of Directors has fixed the close of business on May 11, 2009 as the record date for the determination of shareholders who are entitled to notice of, and to vote at, the meeting and at any adjournment thereof. 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 it is mailed in the United States to our United States transfer agent, 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 ofjoint 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.

Our Board of Directors has determined that the Equity Financing is in the best interests of our Company and our shareholders and recommends that you vote "FOR" approval of the Proposal set forth in the enclosed proxy statement. Please note that the conditions to closing of the Equity Financing will include shareholder approval of the Equity Financing in accordance with the requirements of the Israeli Companies Law - 1999. Therefore, failure of our shareholders to approve the Proposal will result in a failure of a condition to such closing, and the Equity Financing would be unable to be consummated. Failure to consummate the Equity Financing may have a negative impact on our ability to sustain the improvement in our financial condition.

By order of the Board of Directors,

  Harel Beit-On
       Chairman of the Board of Directors
  Dov Ofer
       Chief Executive Officer