Exhibit 99.2
PROXY FOR THE SPECIAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 18, 2008
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints Aviram Steinhart, William Weisel, Ziv Levi and David Shulman and each of them, the true and lawful attorneys, agents and proxies of the undersigned, with full power of substitution to each of them, to represent and to vote, on behalf of the undersigned, all the Ordinary Shares of Lumenis Ltd. (the “Company”), held of record in the name of the undersigned at the close of business on February 8, 2008, at the Special General Meeting of Shareholders (the “Meeting”) to be held at the offices of the Company, 7 Ha’yitzira Street, Yokneam Industrial Park, Yokneam, Israel, on Tuesday, March 18, 2008 at 1:30 p.m. (local time), and at any and all adjournments or postponements thereof on the following matters, which are more fully described in the Notice of Special General Meeting of Shareholders and Proxy Statement relating to the Meeting.
The undersigned acknowledges receipt of the Notice of Special General Meeting of Shareholders and Proxy Statement of the Company relating to the Meeting.
This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned. If the declaration of personal interest is properly made, and no direction is made with respect to the manner of vote, this Proxy will be voted FOR the proposal as set forth in the Proxy Statement and in such manner as the holder of the proxy may determine with respect to any other business as may properly come before the Meeting or any adjournment or postponements thereof. Any and all proxies heretofore given by the undersigned are hereby revoked.
Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.
| ” Please detach along perforated line and mail in the envelope provided. ” |
| THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE UNDERMENTIONED PROPOSAL PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HEREx |
| DECLARATION AS TO PERSONAL INTEREST | ||||||
| YES | NO | |||||
| 1. | Are you aSettlement Class member? (Please mark the appropriate box on the right.) | o | o | |||
| NOTE: You must answer "YES" if you purchased any securities of Lumenis between October 2, 2000 and March 7, 2006, and you are not excluded from the Settlement Class (as described on page 25 of the Proxy Statement.) | ||||||
| YES | NO | |||||
| 2. | Do you have apersonal interestin the approval of the proposed resolution? (Please mark the appropriate box on the right.) | o | o | |||
| WARNING: Indicate your Vote ineither A. or B. on the right, depending on whether or not you have a personal interest. | NOTE: You must answer"YES" if the following apply:(i) if you answered YES to Question 1 above; or (ii) if you, or a related party of yours, have a personal interest in the approval of the proposal below, under any of the categories of personal interest described on pages 24 and 25 of the Proxy Statement. | |||||
| Your vote will be invalid if you respond in both sections A. and B; or if you respond in section A. after answering NO to Questions 1 and 2 on the right; or if you respond in section B. after answering YES to either Question 1 or Question 2 on the right. | ||||||
| Failure to indicate whether or not you have a personal interest will disqualify your vote. | ||||||
| A shareholder intentionally making a false indication as to the existence or absence of a personal interest may be subject to sanctions under law. | THE PROPOSAL | |||||
| To approve and authorize the proposed settlement of the securities class action litigation against the Company and expenses incurred by the Company in connection with the defense of securities litigation matters. | ||||||
| SHAREHOLDERS THATHAVE A PERSONAL INTEREST | ||||||
| FOR | AGAINST | ABSTAIN | ||||
| A. | IF YOUHAVEA PERSONAL INTEREST (namely, you answeredYESto Question 1orQuestion 2 above), indicate your vote on the Proposal by marking one of the boxes on the right | o | o | o | ||
| SHAREHOLDERS THATDO NOT HAVEA PERSONAL INTEREST | ||||||
| FOR | AGAINST | ABSTAIN | ||||
| B. | IF YOUDO NOT HAVE A PERSONAL INTEREST (namely, you answeredNOto Question 1andQuestion 2 above), indicate your vote on the Proposal by marking one of the boxes on the right. | o | o | o | ||
| To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. | o | |||||
| IMPORTANT:DO NOT RESPOND TOBOTH A. AND B. ABOVE. | ||||||
| Signature of shareholder | Date: | Signature of shareholder | Date: |
| Note: | Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each owner 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 a duly authorized officer, giving full title as such. If the signer is a partnership, please sign in partnership name by authorized person. |
