1. Syneron IPO and Follow- On Offering
Management Experience

2. Syneron History in Brief
2000 – Inception, $ 1.3 M raised from founders. ELOSTM technology development
2001 – Launch AuroraTM, first European Regulatory approval
2002 – Start sales in Europe and Canada, establishment of North American sales and marketing, first FDA , launch of Aurora in North America
Revenue of $ 12 M, net profit of $ 2.5 M
2003 – Expansion of marketing and sales network to establish global presence: NA, Europe and Asia; introduction of PolarisTM and PitangaTM
Revenue of $ 35 M, net profit of $ 15 M
2004 – Expansion of product portfolio, introduction of GalaxyTM, VelaTM and CometTM; Successful IPO
Revenue of $ 58 M, net profit of $ 27 M
2005 – Successful follow-on offering
Expected revenue of $ 80 M and net profit of $ 36 M

3. Syneron has demonstrated 13 consecutive quarters of growth…
($ in millions)
Follow On
IPO
CQGR (Compounded Quarterly Growth Rate): 34%
2001
2002
2003
2004
= International Sales
= North America Sales

4. …And a Focus on Profitability
Follow On
($ in millions)
Note: Excludes charges related to Lumenis litigation
2001
2002
2003
2004
IPO

5. Syneron has created value for Syneron shareholders…
Follow On
300% growth in share price since IPO

6. Syneron IPO – The Building Blocks
Underwriters selection
Review and evaluation of 7 underwriters active in the medical equipment:
research coverage
sales network
Underwriters negotiation and final selection
Building the IPO team
Legal counsel in the US and Israel
Accountants in the US and Israel
Syneron internal team
Planning of Timeline
Preparing prospectus
SEC negotiation
Roadshow timeline planning
Closing and pricing preferred timing
Preparation of Roadshow Presentation
The desired message to be communicated in the following: growth, profitability, technology, team
Roadshow team
post-transaction trading activities
European coverage

7. The Syneron Experience - IPO
Underwriters: Citigroup, CIBC, Stephens
Full North American, partial European Coverage
Legal Counsel: Lead legal counsel - Bruce Mann - Morrison and Foerster, USA;
Israeli counsel - Galia Amir - Primes, Shiloh, Givon, Meir
Accountants: Ernst & Young
Syneron Internal and Roadshow Team: Chairman, CEO, CFO, President of North America
Timeline:
Pricing and closing - in the first month of the quarter (July, 2004) to avoid the current (3rd) quarter financial information and discussion
Roadshow - 3 weeks to cover Europe and the US – 100 meetings
Preparing Prospectus - at least 2 months of preparation prior to roadshow
Roadshow Message:
High growth
High profitability
Breakthrough technology in a mature industry
Experienced management team
Successful IPO – 5 million shares, $ 12 per share

8. Roadshow Main Message- Superior Cost Structure
P&L Structure
Syneron Q gross margin is 87%. Compared with “laser industry” average of 62% (Lumenis, Palomar, Candela, Cutera and Laserscope)
This high growth margin stems from Syneron proprietary and protected ELOS technology.
The “laser industry” low gross margin protects Syneron from a “price-war”.
Industry Av.
62%
87%
Gross Margin
45%
40%
S,G&A 5%
R&D
12%
42%
EBIT 4% 0%
Tax 8%
Net Profit

9. The Syneron Experience – Follow-On Secondary
Underwriters: Lehman, CIBC, Citigroup, Stephens, Thomas Weisel, Unterberg Towbin
Lehman and CIBC – co-book runners
Legal Counsel: as in the initial IPO
Accountants: as in the initial IPO
Timeline:
6 months following the IPO
Prospectus – minor changes to IPO, no review by the SEC
Roadshow – short roadshow (8 days)
Roadshow Message:
We have delivered what we promised during the IPO roadshow
Management and employees did not sell during the IPO
Partial exit of financial investors, management and employees on equal basis
Secondary shares only
Existing shareholders agreed to additional lock-up period
We sold 8 million shares from existing shareholders, we had orders for 20 million shares. Closing at $28/share.

10. The Syneron Experience: What To Do and What Not To Do
Underwriter selection
Always co-book runners
Ensure European coverage – European underwriter on the team
Legal counsel selection - experienced in negotiating with the SEC (US based)
Clear Roadshow message which can be communicated in a 30 minute presentation
Make sure that the sales team of the underwriter is well prepared to communicate your message to their clients
Allow enough time for the underwriters sales people to prepare the field before your roadshow
Don’t use your Israeli legal counsel as the lead counsel of the offering
Don’t rush in the process – leave enough time for all the phases prior to the IPO
Don’t sell management shares in the IPO
Do not make promises during the roadshow that are beyond your reach. Everything you say is recorded and will come back at you in the future.
Do not take everything that the underwriters say as given – make sure and cross check including during the roadshow.