Proxy Statement

This proxy statement has been prepared by SilverArrow Capital Advisors LLP, SilverArrow Capital Holding Ltd., SAC Jupiter Holding Ltd. and Pluto Fund Limited (the “Concerned Rofin Stockholders”), and the other participants in this solicitation (collectively referred to as “we” or “us”) in order to solicit your proxy for use at the 2016 Annual Meeting of Stockholders (the “Annual Meeting”) of Rofin-Sinar Technologies Inc. (“Rofin” or the “Company”).

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Vote GREEN for our proposals:

  1. To elect Thomas Limberger, Gebhard Rainer and Jordan Kovler, collectively referred to as “our nominees”, to serve on the Board of Directors. We urge you to vote FOR each of our nominees as directors.
  2. To approve an advisory vote to declassify the Board of Directors. We urge you to vote FOR this proposal.
  3. To approve an advisory vote regarding the elimination of certain supermajority voting provisions in the Company’s Certificate of Incorporation and By-laws. We urge you to vote FOR this proposal.
  4. To approve an advisory vote to urge the Board of Directors to take all necessary steps, including the amendment of the Certificate of Incorporation and By-laws, to permit stockholders holding 15% or more of the outstanding shares of common stock to call a special meeting of the stockholders. We urge you to vote FOR this proposal.
  5. To approve an advisory vote to urge the Board of Directors to take all necessary steps, including the amendment of the By-laws, to permit written consent by stockholders entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all stockholders entitled to vote thereon were present and voting. We urge you to vote FOR this proposal.