THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

ROFIN-SINAR Technologies Inc. (RSTI)

1/27/2006 Proxy Information

Carl F. Baasel became a member of the Company's Board of Directors in October 2000, following the Company's acquisition of a majority stake in Carl Baasel Lasertechnik GmbH, a company that Mr. Baasel founded in 1975.

The Company had sales to the minority shareholder of the Company's indirect majority-owned subsidiary, Rofin-Baasel Japan Corporation, amounting to $1.1 million, $1.8 million, and $1.6 million in fiscal years 2005, 2004, and 2003, respectively, and the amounts outstanding related to those sales are listed as accounts receivable from related party in the consolidated balance sheet. Accounts receivable from related party also includes trade receivables from the minority shareholder of the Company's indirect majority-owned subsidiary, Rofin-Baasel China Co., Ltd., of $0.2 million at September 30, 2005.

The Company's sales to related parties have generally been on terms comparable to those available in connection with sales to unaffiliated parties.

The main facility in Starnberg (Germany) is rented under a 25-year operating lease from the former minority shareholder of Carl Baasel Lasertechnik GmbH & Co. KG ("CBL"), an indirect, wholly-owned subsidiary of the Company, who is also a member of the Board of Directors of the Company, and includes a clause to terminate the lease contract within a two-year notice period during the contract. The Company paid rent expense of $0.6 million, $0.6 million, and $0.5 million to the former minority shareholder during fiscal years 2005, 2004, and 2003, respectively. Receivables from this director and former minority shareholder of CBL as of September 30, 2005, amounted to less than $0.1 million and are included in other accounts receivable.

The Company has accrued $0.1 million at September 30, 2005, for the option to purchase the remaining minority interests in its indirect, majority-owned subsidiary, Optoskand AB. These amounts are included in accounts payable to related party in the consolidated balance sheet.

Accounts payable to related party also includes a short-term loan from the minority shareholder of the Company's majority-owned subsidiary, DILAS Diodenlaser GmbH, and accounts payable to the minority shareholder of the Company's indirect majority-owned subsidiary, Rofin-Baasel China Co., Ltd. amounting to a total of $0.1 million at September 30, 2005.

The Company believes that all transactions noted above, have been executed on an arms-length basis. Except for the foregoing, no director, officer, nominee director, 5% holder of the Company's shares, or immediate family member, associate or affiliate thereof, had any material interest, direct or indirect, in any transaction since the beginning of fiscal year 2003 or has any material interest, direct or indirect, in any proposed transaction, having a value of $60,000 or more.