DGAP-Kapitalmarktinformation: ROFIN-SINAR Technologies Inc.

DGAP-CMS: ROFIN-SINAR Technologies Inc.: Release according to Article 30e of the WpHG [the German Securities Trading Act] with the objective of Europe-wide distribution

Rofin-Sinar Technologies Inc. / Law amendment of securities according to § 30e Para. 1, No. 1 of the WpHG [the German Securities Trading Act]

09.02.2016 18:32

Dissemination of a Post-admission Duties announcement according to Article 30e Para. 1, No. 1 WpHG, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. ---------------------------------------------------------------------------

ROFIN-SINAR Technologies Inc. today filed an amended version of its by-laws with the U.S. Securities and Exchange Commission ('SEC'). The Company's Board of Directors (the 'Board') amended and restated the Company's By-laws (the 'Amended and Restated By-Laws'), effective immediately. A summary of the main amendments is provided below. The full text of the amended by-laws is available on the SEC website under:

http://www.sec.gov/Archives/edgar/data/1019361/000101936116000099/amendeda ndrestatedby-lawse.htm

Majority Voting The Company's By-laws previously required that directors be elected by a plurality of votes cast. Under the plurality voting standard, only 'for' votes are counted, not any 'against' votes or abstentions, so in an uncontested election (i.e., an election where the only nominees are those proposed by the Board) a director could be elected with as few as one 'for' vote, regardless of the number of 'against' votes.

The Amended and Restated By-Laws change the voting standard for uncontested director elections from a plurality voting standard to a majority voting standard. Accordingly, under the Amended and Restated By-Laws, in future uncontested director elections, in order to be elected, the votes cast 'for' a director nominee's election must exceed the number of votes cast 'against' such nominee's election. The Amended and Restated By-Laws retain a plurality voting standard in contested elections. In connection with this By-law amendment, the Board adopted a director resignation policy providing that, with respect to director nominations, the Board will nominate for reelection as a director only those incumbent directors who have tendered, in advance of such nomination, an irrevocable resignation that will become effective in the event such nominee fails to receive the required majority vote at the stockholders' meeting at which he or she faces reelection, and the Board accepts such resignation.

If an incumbent director fails to receive the required vote for reelection, the Nominating Committee (excluding the incumbent director in question, if applicable) shall make a recommendation to the Board as to whether to accept or reject such director's resignation as previously tendered or whether other action should be taken. The Nominating Committee and the Board may consider any factors they deem relevant in deciding whether to accept or reject a director's resignation or whether other action should be taken. Within 90 days from the date the election results are certified, the Company will publicly disclose the Board's decision and the rationale behind such decision.

Forum Selection A new Article XII was added to the Amended and Restated By-laws, which provides that unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for certain legal actions involving the Company (including any derivative action or proceeding brought on behalf of the Company and certain disputes between the Company, on the one hand, and a stockholder of the Corporation, on the other hand), will be a state or federal court located within the State of Delaware. The Board believes that the exclusive forum provision is in the best interests of the Company because, among other reasons, it will focus any future litigation covered by the provision in one jurisdiction, avoiding the unnecessary risk, uncertainty and expense from concurrent multi-jurisdictional litigation. The provision does not preclude any type of legal actions against the Company or its directors or officers or other employees or limit or adversely impact any property right vested in the Company's stockholders; rather, it directs certain legal actions to a single jurisdiction, with the goal of securing a more efficient and effective resolution of those legal actions.

Director Age Limitation The Amended and Restated By-laws remove a provision prohibiting directors from standing for re-election after reaching age 70 and exempted certain individuals from such limitation. In adopting the amendment, the Board determined that a specific age limitation for serving on the Board was not necessary as the Board's peer review process provides the Board with the ability to assess a director's contributions and suitability to stand for re-election and that age, while one of the factors that will be considered by the Board, should not of itself be a disqualifying factor.

The Amended and Restated By-Laws also make clarifications, updates and other changes to other provisions of the By-laws, which are all effective immediately.



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--------------------------------------------------------------------------- Language: English Company: Rofin-Sinar Technologies Inc. 40984 Concept Drive MI 48170 Plymouth United States Internet: www.rofin.com End of Announcement DGAP News-Service ---------------------------------------------------------------------------