How to vote

Only stockholders of record on the record date will be entitled to receive notice of and to vote at the Annual Meeting. Each share of Common Stock is entitled to one vote. Stockholders who sell shares before the record date (or acquire them without voting rights after the record date) may not vote such shares. Stockholders of record on the record date will retain their voting rights in connection with the Annual Meeting even if they sell such shares after the record date. Based on publicly available information, we believe that the only outstanding class of the Company’s securities entitled to vote at the Annual Meeting is the Common Stock.

Shares represented by properly executed GREEN proxy cards will be voted at the Annual Meeting as marked and, in the absence of specific instructions, will be voted FOR the proposal to elect our nominees to the Board and FOR Proposals No. 2 through 5 and, except as discussed below, in the discretion of the persons named as proxies, on all other matters as may properly come before the Annual Meeting. We make no recommendation with respect to Proposal No. 6, ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm, and with respect to Proposal No. 7, approval of the Company’s executive compensation. If you do not specify instructions for Proposals No. 6 and 7, the persons named as proxies will mark ABSTAIN on the proxy card with respect to your shares on Proposals No. 6 and 7.

We are asking you to elect our nominees to the Board. We intend to vote all of our shares in favor of the election of our nominees.

Only stockholders of record at the close of business on the record date, January 22, 2016, are entitled to vote the shares of Common Stock that they held on that date at the meeting, or any postponement or adjournment of the meeting. Each outstanding share of Common Stock entitles its holder to cast one vote on each matter to be voted upon. Stockholders do not have cumulative voting rights. If you own Rofin shares in your own name, you are considered, with respect to those shares, the “stockholder of record.” If your shares are held in a stock brokerage account or by a bank, trust company or other nominee, you are considered the beneficial owner of shares held in “street name.”

All stockholders as of the record date, or their duly appointed proxies, may attend the meeting. If you hold your shares in “street name” (that is, through a broker or other nominee), please consider bringing a copy of a brokerage statement reflecting your stock ownership as of the record date and check in at the registration desk at the meeting.

The presence, either in person or by properly executed proxy, of the owners of one third of the outstanding shares of Common Stock entitled to vote at the Annual Meeting is necessary to constitute a quorum at the Annual Meeting and to permit action to be taken by the stockholders at such meeting. As of January 22, 2016, the record date, 28,507,403 shares of Common Stock were outstanding. Proxies received but marked as abstentions and broker non-votes will be included in the calculation of the number of shares considered present at the meeting.

If you complete and properly sign the accompanying GREEN proxy card or the voting instruction form provided by your broker, bank, trust company or nominee and return it using the envelope provided, it will be voted as you direct.

The Board in its proxy materials indicated that it has determined to nominate the three current directors for re-election. We strongly recommend that you disregard any proxy card that may be sent to you by the Board. Voting to “withhold” with respect to any of Board’s nominees on its proxy card is not the same as voting for our nominees, because a vote to “withhold” with respect to any of Board’s nominees on its proxy card will revoke any previous proxy submitted by you. If you have already voted using a proxy card sent to you by Board, you have every right to change it and we urge you to revoke that proxy by voting in favor of our nominees by using the enclosed GREEN proxy card. Only the latest validly executed proxy that you submit will be counted — any proxy may be revoked at any time prior to its exercise at the annual meeting by following the instructions under “Can I change my vote after I return my proxy card?”. If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor, D.F. King & Co., Inc., toll free at (800) 967-7635 or directly at (212) 269-5550.

If you are a registered stockholder as of the record date and attend the meeting, you may deliver your completed GREEN proxy card in person. If you are a “street name” stockholder and you wish to vote at the meeting, you will need to obtain a legal proxy card from your broker, bank, trust company or nominee that holds your shares and present it to the inspector of elections with your ballot when you vote at the Annual Meeting.

You have every right to change your vote. Only your latest dated proxy will count. You may revoke any proxy card already sent to the Company before it is voted at the meeting by delivering a signed and dated GREEN proxy card in the postage-paid envelope provided.

No. If you are a registered stockholder, the Company has not instituted any mechanism for telephone or electronic voting. “Street name” stockholders, however, may be able to vote electronically through their broker bank, trust company or other nominee. If so, if your shares are held in street name, instructions regarding electronic voting will be provided by the broker, bank, trust company or other nominee as part of the package which includes this proxy statement.

The affirmative vote of a plurality of the votes cast at the meeting is required for the election of directors. A properly executed GREEN proxy card marked “WITHHOLD AUTHORITY” or “FOR ALL EXCEPT” with respect to the election of one or more directors will not be voted with respect to the director or directors indicated, although it will be counted for purposes of determining whether there is a quorum.

For each other proposal, the affirmative vote of the holders of a majority of the shares represented in person or by proxy at the meeting and entitled to vote on the proposal will be required for approval. A properly executed proxy card marked “ABSTAIN” with respect to any such matter will not be voted on such matter, although it will be counted for purposes of determining whether there is a quorum and in determining the number of shares necessary for approval of such matter. Accordingly, an abstention will have the effect of a negative vote.

For shares held in “street name” through a broker, bank, trust company or other nominee, the broker, bank, trust company or other nominee may not be permitted to exercise voting discretion with respect to some of the matters to be acted upon. Thus, if stockholders do not give their broker, bank, trust company or other nominee specific instructions, their shares may not be voted on those matters and will not be counted in determining the number of shares necessary for approval. Shares represented by such “broker non-votes” will, however, be counted in determining whether there is a quorum.

It generally means you hold shares registered in more than one account. In order to vote all of your shares, please sign and return each GREEN proxy card or, if you vote via the internet or telephone, vote once for each GREEN proxy card you receive. We will likely conduct multiple mailings prior to the Annual Meeting so that stockholders have our latest proxy information and materials to vote. We will send you a new GREEN proxy card with each mailing, regardless of whether you have previously voted. The latest-dated proxy you submit will be counted.

If you lose, misplace, or otherwise need to obtain a GREEN proxy card or voting instruction form, you may contact our proxy solicitor, D.F. King & Co., Inc., toll free at (800) 967-7635 or directly at (212) 269-5550.