#1IIVI INVESTOR PRESENTATION Optical Fiber Conference March 2019 Nasdaq IIVI MATERIALS THAT MATTER#2Safe Harbor Statement II-VI This communication contains "forward-looking statements" within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as "expect," "anticipate,” “intend,” "plan," "believe," "seek," "see," "will," "would," "target," similar expressions, and variations or negatives of these words. Forward- looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Important factors that may cause such a difference include: (i) the ability of II-VI Incorporated ("II-VI") and Finisar Corporation ("Finisar") to complete the proposed transaction on the anticipated terms and timing or at all, (ii) potential litigation relating to the proposed transaction, (iii) inherent risks and costs associated with the integration of the businesses and achievement of the anticipated synergies, (iv) potential disruptions from the proposed transaction that may harm the parties' respective businesses, (v) the ability of the parties to retain and hire key personnel, (vi) adverse legal and regulatory developments or determinations that could delay or prevent completion of the proposed transaction, and (vii) the ability of II-VI to consummate financing related to the transaction. Additional risks are described under the heading "Risk Factors" in II- VI's Annual Report on Form 10-K for the year ended June 30, 2018, filed with the U.S. Securities and Exchange Commission (the "SEC") on August 28, 2018, and in Finisar's Annual Report on Form 10-K for the year ended April 29, 2018, filed with the SEC on June 15, 2018. These risks, as well as other risks associated with the proposed transaction, will be more fully discussed in a joint proxy statement/prospectus that will be included in a registration statement on Form S-4 to be filed by II-VI with the SEC in connection with the proposed transaction. Neither II-VI nor Finisar assumes any obligation to publicly provide revisions or updates to any forward looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws. Page 2#3II-VI At a Glance#4II-VI Overview II-VI ΠΙΑ IVA VA VIA B ن. C N 0 Carton wyper 16 35 Al Si P S ИВ Sulfur 30 34 31 33 Ge As Se Selenium "TWO SIX" | Refers to groups II and VI of the Periodic Table of Elements Zn Zinc Ga Cd Cadmium 24 In wwwww Sn Europe China 20% 22% North America Regions Q2 FY2019 Revenue 40% 8% 10% Japan ROW Core Competency ENGINEERED MATERIALS Photonics II-VI Laser 46% Segments Q2 FY2019 Revenue 31% solutions Products 23% II-VI Performance P 11,500+ Worldwide employees Industrial Sb Te Tellurium Optical Communic 25% Markets Q2 FY2019 Revenue Other O Semi. Equip. 46% 11% Military Life Science 52 14 | $ Worldwide Locations Countries 342.9M Q2 FY2019 Revenue Page 4#5Our Core & Growth Markets Core Markets Optical Communications Industrial Lasers Military II-VI CC New Growth Markets EUV Lithography SiC for Wireless SiC for EV 3D Sensing Page 5#620+ Years of Tremendous Value Creation by Integration of Acquisitions $487 $516 $316 $292 $333 $187 $224 $225 $28 $38 $53 $61 $62 $74 $123 $114 $128 $143 $551 $1,159 $972 $827 $742 $683 www IIVI NASDAQ IPO 1987 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 Micro-optics Virgo Optics Micro- optics Lighting Optical Acquisition History Nasdaq IIVI ZnSe Growth UV Filters Laser Power Corp Selenium Refinery Micro-optics Photop Technologies Laser Power Corp Pacific Rare Metals Silicon Carbide Litton SIC Group Thermo-electric Coolers Marlow Industries Laser Processing Heads Highyag Optical Channel Monitors Aegis Lightwave Optical Amplifiers Oclaro Optical Amplifier Metal Matrix Components M Cubed Technologies Conformal Patterning Max Levy Autograph S&P 500 Compound Semi. Wafer Fab Kaiam Laser Limited(U.K. Fab) Epiwafer Foundry Epiworks Semiconductor Lasers Oclaro Semiconductor Laser Faraday Rotator Integrated Photonics Military & Aerospace Optical Systems LightWorks Optics Advanced Coatings Oclaro Optical Coatings Direct Diode Lasers Direct Diode GaAs & GaN-SiC Devices Anadigics II-VI Page 6#7Proven Integration Playbook Focused on Operational Improvements and Investing for Growth Oclaro Semiconductor Laser Business Case Study Transaction Overview II-VI Laser Enterprise Revenue and Operating Margin Target had a high unit Then (@Acquisition) Now cost structure OCLARO Semiconductor Laser business ■ With vertical integration and wide applicability in optical and industrial markets, II-VI drove margin expansion over subsequent years (45%) FY14 42% Operational Excellence FY18 1. Oclaro's semiconductor laser business was acquired in FY2014. II-VI Revenue Op. Margin Page 7#8Acquisition of Finisar#9A Transformative Combination $2.5B Pro Forma Revenue¹ $570M Pro Forma EBITDA¹ 70 Locations Worldwide Diversified Global Footprint MA II-VI FINISAR 7 Target End Markets $22B Addressable Market Size² 24K+ Total Employees Worldwide Note: Pro forma Revenue and EBITDA represents LTM 09/30/2018 for II-VI and LTM 07/29/2018 for Finisar. 1. 2. Represents LTM 09/30/2018 for II-VI plus LTM 07/29/2018 for Finisar and includes $150mm run-rate synergies for EBITDA. EBITDA excludes amortization of intangibles, the impact of SFAS 123(R) stock-based compensation expense and one-time charges. 2022 estimated market size. Includes 3D Sensing, Power Devices for Automotive and Wireless RF size from Yole, Optical Communications from Lightcounting and Ovum, Industrial Processing, Military, Life Sciences from Strategies Unlimited. II-VI Page 9#10Strategic Window of Opportunity Now Right Technology + Right Team + Right Time Combined broad base of talent, technology and manufacturing enhances our ability to hit market windows today Disruptive Megatrends TAM ($B) $20 $15 CAGR 16% 3D Sensing Electric & Autonomous Vehicles Proliferation of Cloud Services $10 $5 Increased Data and Accelerated deployments in Video Consumption Mobile & 5G Communications Note: Market size forecast from Lightcounting, Ovum and Yole. II-VI 2018 Inflection Point CAGR 20% Window of Opportunity¹ 2019 2020 2021 2022 Datacom TRX Telecom TRX ROADM 3DS & LIDAR RF Electronics Power Electronics Page 10#11Irreversible Megatrends | Addressing Multiple Strong and Growing Markets 3D Sensing & LiDAR Optical Communications RF Electronics in Wireless 5G Power Electronics For Green Energy GaAs | InP GaAs | InP | Si Photonics GaAs | GaN/SiC | Diamond SiC 2022 Market 2018-22 CAGR For 3D sensing in consumer electronics & LiDAR in automotive $2.9B 60% For terrestrial, submarine & wireless optical infrastructure and datacenters $12.1B 13% For 4G remote radio heads, 5G beam forming antennas & RF electronics $1.1B 26% Source: 3D Sensing & LIDAR, Wireless RF and Power Electronics for Green Energy from Yole, Optical Communications from Lightcounting and Ovum. For electric vehicles (EV/HEV), smart grid power switching, solar and wind energy $1.2B 27% II-VI Page 11#12Finisar Brings Significant Next-Generation Technologies For Communications, 3D Sensing, and LiDAR Enabling New Market Growth InP Datacom Transceiver Technology Telecom Transceiver Technology ROADMS WSS GaAs L 3D Sensing לון Optics High-Speed GaAs VCSEL High-Speed InP DML I-Temp Tunable DBR Laser + MZ Mod Tunable Laser + InP Modulator LCOS II-VI 2D VCSEL Array Laser Driver Coherent Tunable Laser Coherent Tx+Rx Assemblies Diffraction Gratings Transimpedance Amplifier Clock & Data Recovery Silicon Photonics PIC + EIC Integrated Circuits Page 12#13Most Compelling Platform for 3D Sensing & LIDAR ■ II-VI's GaAs Platform + Finisar's InP Platform = = Enhanced competency in 3D Sensing and LiDAR ■ Optimization of R&D, Capital and Asset Utilization = Faster Time to Market Vertically integrated 6 inch GaAs compound semiconductor platform, one of the largest in the world = RF Devices and advanced optoelectronic device integration The iPhone Is Just The Tip of the Iceberg For Potential Applications Tablets Auto LIDARS Security / Biometrics VR/AR eCommerce Video Game Consoles VCSEL Arrays For 3D Sensing & LiDAR CAGR ('18-22): +60% Source: Yole II-VI Page 13#14Growth Opportunities in 5G Mobile Infrastructure Backbone Network IIVI FINISAR FINISAR IIVI 5G OPTICAL ACCESS Front- & Backhaul Network FINISAR 5G RF Base Stations Handsets FINISAR IM JFVI Coherent TRX HPC WSS LPC WSS 25G FH TRX Bidi DWDM TRX IIVI IMM DIVE IM IMM FINISAR OTDR A Line Cards Amplifiers 2022 TAM: $2.4B Note: TAM is all inclusive 2018-22 CAGR: 13% (not exclusively 5G driven) OCM/OTDR DWDM Filters Subsystems 100G BH TRX GaN/SiC RF GaAs RF Source: LightCounting $1.4B 124% Sources: LightCounting & II-VI Estimates $1.1B 63% Sources: Yole, JP Morgan & II-VI Estimates (GaN/SiC RF includes 4G & 5G) Global backbone buildouts in anticipation of 5G traffic 2017 WSS: Wavelength Selective Switch; HPC/LPC: High/Low Port Count; OCM: Optical Channel Monitor OTDR: Optical Time Domain Reflectometer TRX: Transceiver; FH: Front-haul; BH: Backhaul; RF: Radio Frequency BiDi: Bidirectional; DWDM: Dense Wavelength Division Multiplexing IIVI II-VI signs agreement with SEDI to develop GaN/SiC on 150 mm 2018 5G optical access deployments begin in Asia to support 5G New Radio 5G mmWave standard to drive GaN/SiC RF demand 2019 5G Smartphones & loT to drive 5G GaAs RF demand, 5G Optical Access deployments continue II-VI to complete qualification & to begin production of GaN/SiC 2020 5G service to become broadly available Page 14#15RF Electronics for Wireless Infrastructure ■ II-VI's GaAs & SiC on 6" platform + Finisar's microelectronics design expertise = Access to larger & growing markets ■ Collaboration with SEDI for GaN/SiC RF electronics ▪ For wireless: efficient, high power RF amplification with GaN/SiC HEMT ☐ Thin-film diamond on silicon for next generation high speed wireless electronics SiC Substrates GaAs Epiwafers GaAs pHEMT 5G WIRELESS For 4G & 5G Wireless Antennas For RF Devices in Wireless Handsets For RF Applications in Wireless A world leading supplier of SiC substrates GaN/SiC for RF Electronics Market CAGR ('18-'22): 26% Source: Yole II-VI Beam-forming Antenna 4G WIRELESS Remote Radio Head Page 15#16Power Electronics for Green Energy ■ II-VI's SiC on 6" platform + Finisar's microelectronics design expertise ☐ = Access to larger & growing markets ■ High efficiency voltage and power conversion = SiC MOSFETs for Green Energy Applications ■ Electric cars (EV/HEV) ■ Solar & Wind Energy ■ Smart Grid Power Switching SMARTCITY SMARTGRID A world leading supplier of SiC substrates SiC for High Power Electronics Market CAGR ('18-'22): 27% Source: Yole II-VI Electric Charger Bi-Directional Converter/ Inverter/ Electric Motor DC-DC Converter HV Battery Page 16#17II-VI and Finisar Both Positioned for Near Term Margin Expansion, with Added Benefits from Combination Key Drivers of Margin Improvement ☐ II-VI Ramp in Silicon Carbide and 3D-Sensing ■ Increasing vertical integration FINISAR® Significant traction for 100G CWDM4 Gen3 platform ■ Large upside potential for 200G and 400G CDWM4 from Hyperscale customers ■ Developing a complete portfolio of 400G solutions ■ Design wins for next-generation coherent products ☐ Combination ▪ $150 million run-rate cost synergies Improved time to market, time to profitability and time to scale II-VI Page 17#18Significant Value Creation Potential from Synergies II-VI Cost of Goods Sold Research & Development General & Administration Sales & Marketing Supply chain management - Procurement Infeed - Internal supply of enabling materials and components Annual Estimated Synergies Achieved Within 36 months ~$85 million More efficient R&D with scale Complementary engineering and design teams Consolidation of overlapping corporate costs Optimization of operating model Savings from scale ~$65 million Total ~$150 million Page 18#19Strong Deleveraging Profile ■II-VI and Finisar have combined EBITDA generation today of $570mm 1,2 including $150mm run-rate synergies Combined company has a strong deleveraging profile, with significant deleveraging expected from 4.1x at announcement to under 2.5x in two years post close II-VI expected to maintain ongoing ability to maximize strategic opportunities 4.1x <2.5x At Announcement 2 Years Leverage (Total Debt/ LTM EBITDA)² 2 1. Represents LTM 09/30/2018 for II-VI and LTM 07/29/2018 for Finisar. 2. EBITDA excludes amortization of intangibles, the impact of SFAS 123(R) stock-based compensation expense and one-time charges. Includes $150mm run-rate synergies. IIVI Page 19#20Antitrust and Competition Clearance Overview Country II-VI Current Status Germany German Federal Cartel Office (FCO) cleared the transaction on January 17, 2019 Expected Completion Date ✓ Completed United States HSR waiting period expired on January 28, 2019 with no second request ✓ Completed Romania The filing is under review by the Romanian Competition Council April 5, 2019 Mexico The filing is under review by the Federal Economic Competition Commission July 2, 2019 China The filing is under review by the State Administration for Market Regulation (SAMR) July - August 2019 Page 20#21China - SAMR Process Overview II-VI Phase Submission Timing 12/29/2018 Pre-Registration No maximum length of time Period Registration Phase I Phase II Phase III Expected late February Registration Date + 30 days Registration Date + 120 days Registration Date + 180 days SAMR Activity SAMR requests additional information from parties SAMR registers the filing SAMR conducts preliminary review and contacts third parties SAMR requests additional information based on review and third party responses SAMR continues review of the transaction Page 21#22FINISAR/II-VI Integration Planning Integration Management Office Established Dec 2018 Early Jan 2019 PM, Project Teams, and Work Streams Defined Jan/Feb 2019 Integration Planning Resources & Routines Defined and Scheduled End of Feb 2019 Pre-Diligence Target Model & Synergies Development Jun 2018 Synergy Development Due Diligence, Integration Target Model & Synergies Validation Oct 2018 Process Kickoff II-VI Page 22#23News from II-VI Relevant to OFC#24Cloud Computing Driving Network-wide Growth ■ Intra-Datacenter • Transition from 100 GbE to 400 GbE driven by new 12 Tb/s switches II-VI new 56 Gb/s PAM4 VCSEL Arrays for 400 GbE • 200 GbE demo at MultiLane Booth #4507 (Optomind Transceiver) • 400 GbE demo at Samtec Booth #2500 ■ DCI & Core Network • Migration from 100 Gb/s to beyond 1Tb/s coherent transmission • II-VI: best-in-class pumps and micro-optics for miniature amps ■ Undersea Networks Hyper-scalers financing their own global networks • Increased connectivity to emerging economies (ex: India, SE-Asia) II-VI new 800 mW pump & first orders for undersea WSS II-VI II-VI Incorporated CONFIDENTIAL - Export Control Classification EAR99 Page 24#255G Will Accelerate Growth with New Services & Use Cases ■ New Use Cases • loT: smart home, smart city, smart factory, smart grid, autonomous car, AR • These use cases will require 10-fold increase in performance as measured by latency, throughput, reliability and scale - McKinsey, The Road to 5G, Feb. 2018 Requires access to massive computing capabilities (AI/ML) in the cloud • Real time delivery of accurate and relevant information to the loT ■ 5G RF Networks • Full bandwidth achieved with mmWave technology starting around 2020 • II-VI & SEDI (#1 Market Leader) GaN RF collaboration - qualified mid-2020 ■ 5G Optical Access Networks • Front-haul bit rates migrating from 10 Gb/s to 25 Gb/s New low latency requirements - sub-millisecond for autonomous cars • Multi-wavelength transmission in the optical access now economically viable • II-VI introducing wavelength management filters and handheld meters • WSS enables rapid wavelength re-configurability and survivability • II-VI introducing Edge WSS cost optimized for access networks II-VI II-VI Incorporated CONFIDENTIAL - Export Control Classification EAR99 Page 25#26II-VI/SEDI Strategic Collaboration ■ This collaboration is being driven by 5G ■ Scope of the Collaboration • Manufacture state-of-the-art GaN/SiC HEMT devices on 150 mm platform • SEDI's industry-leading HEMT device technology • II-VI's 150 mm manufacturing platform Expanding Warren, NJ device fab to add these core technologies Production ramp in 2020 in time for 5G deployments Differentiated, vertically integrated from substrates to modules • Accelerate both companies' wide-bandgap RF product roadmaps • Market leading GaN device performance, cost and scale • SEDI'S HEMT technology enables market share increase vs. Si LDMOS SUMITOMO ELECTRIC DEVICE INNOVATIONS, INC. II-VI Page 26#27OFC Panel on 3D Sensing High-Volume Applications of 3-D Sensing in Consumer and Automotive Markets 3-D sensing has many applications in consumer markets (which include gesture and facial recognition, gaming, AR/VR, security, and many others) and in automotive markets, specifically for LIDAR and other advanced driver-assistance systems. The recent years have seen initial volume deployments in several of these segments, already driving significant unit volumes for optical components and related hardware. Yet the 3-D sensing market overall is still in a nascent stage, demanding significant future innovation, but also posing a tremendous revenue opportunity for optics and related hardware. II-VI Dr. Sanjai Parthasarathi VP, Strategic Marketing II-VI Photonics Thursday, 7 March, 14:30-16:00 Theater II, Hall E Page 27#28Horizon 2020 Programs II-VI ■ Silicon Carbide - 200 mm (8 inch) • Horizon 2020 REACTION: a 4-year program (Start: Nov. 2018) • Goal: to establish in Europe the world's first 200 mm pilot production facility for power electronics based on SiC • Power applications ranging from 600 V to 3.3 kV • II-VI introduced the world's first 200 mm SiC substrates in 2015 • Market for SiC Substrates: $1B by 2020 ■ Scandium - Selective lon Recovery (SIR) • Horizon 2020 SCALE: a 4-year program (Start: Dec. 2016) • Goal: to develop a novel Scandium supply chain • II-VI'S SIR extracts from industrial waste streams economical sources of scandium at 50% of the cost of conventional techniques with better environmental benefits • Validated in European aluminum and titanium waste streams • Available for licensing • Market for Scandium Oxide: $1B by 2028, mostly for additive manucturing ENERGY STORAGE HORIZON 2020 Page 28#29II-VI Additional Markets#30II-VI Core Market | Industrial Laser Materials Processing High Power Semiconductor Lasers & Laser Optics ☐ A full suite of components for multiple laser modalities Strong CO2 deployed base in active use and strong secondary market Industrial laser components: 25-35% of worldwide revenue FIBER LASER OPTICS CO2 LASER OPTICS LASER BARS R CUTTING HEADS DIRECT DIODE LASER ENGINE Laser Components, Processing Heads, Beam Delivery Optics / Components Fiber Lasers Market CAGR ('17-'22): +8% Direct Diode Market CAGR ('17-'22): +7% Source: Strategies Unlimited CO2 laser optics: 15-20% One micron products: 15-20% II-VI Page 30#31II-VI Core Market | Military Military-Aerospace business serves four strategic areas • Intelligence surveillance & reconnaissance (ISR) • Missiles and ordnance EMI & survivability Highly differentiated core capabilities & products • Materials engineered in-house Complex electro-optics sub-assemblies with high value add Emerging strategic platforms World leader in large sapphire panel output 24,000 sf dedicated facility Infrared Countermeasure Systems Market CAGR ('17-'22): +8% Source: Strategies Unlimited II-VI Page 31#32II-VI Growth Applications | EUV Lithography ☐ EUV Lithography already started for 7 nm node production Multiple II-VI products used in each EUV system, ~1-2% of total value Products leverage II-VI materials: ZnSe, CdTe, CVD Diamond and RBSIC REAR MIRRORS OUTPUT COUPLERS MODULATOR REACTION BONEDED SIC CVD DIAMOND EUV Lithography Systems Market CAGR ('16-'22): 9% Source: Allied Market Research Structural Ceramic Subsystems EUV Source System: Focusing Optics Beam Transport System CO2 System: Seed Laser, Power Amplifiers II-VI L A EUV Lithography System Page 32#33II-VI Financial Summary#34II-VI Segment Revenue by End Markets for Full Year FY18 End Market Distribution of Full Year FY18 Revenue Reported Segments FY18 Revenue FYY18 Op Margin FY18/FY17 Revenue - GAAP Growth Industrial (Automotive) Fiber Optic & Wireless Comm. Military Semi Cap Life Science, Consumer, Other Laser Solutions ** $406M 67% 9.5% 28% 12% 3%* 7% 11% (1%) Photonics ** $487M 13.5% 10% 13% 77% 0% 3% 7% Performance Products 15% $266M 11.6% 24% 13% 40%* 19% 13% (2%) II-VI Consolidated 33% $1,159M 11.7% 19% 39% 10% 8% 10% (1%) * Now managed in Performance Products as of Q4FY18 IIVI ** The Laser Solutions and Photonics' results adjusted for the LSG move from Laser Solutions to Photonics Page 34#35II-VI Segment Revenue by End Markets for Q2FY19 II-VI End Market Distribution of Q2FY19 Revenue Reported Segments Q2FY18 Revenue Q2FY19 Revenue Q2FY19 Op Margin GAAP Q2FY19/ Q2FY18 Revenue Growth Industrial (Automotive) Fiber Optic & Wireless Military Semi Cap Comm. Life Science, Consumer, Other 57% Laser Solutions $105M $106M 12% 1% 14% 5% 7% 17% (1%) Photonics $115M $160M 15% 38% 8% 83% 0% 3% 6% 21% Performance Products $61M $77M 15% 26% 12% 41% 17% 9% (6%) 27% II-VI Consolidated $282M $343M 12% 22% 46% 11% 7% 9% (2%) Page 35#36II-VI Financial Trends Booking/Revenue/Backlog $1,210 $1,159 $1,072 $972 $875 $827 $704 $657 $399 $451 $513 $290 FY16 FY17 FY18 H1FY19 Booking Revenue Backlog Margin Performance 40.0% 37.8% 39.8% 38.9% 18.1% 19.5% 19.1% 18.7% 11.1% 11.9% 11.7% 11.7% FY16 FY17 FY18 H1FY19 ■Gross Margin ■ EBITDA Operating Margin Cash and Liquidity FY16 FY17 FY18 H1 FY19 Expectations Cash and Equivalents $218M $271M $247M $230M FY18 FY19 Cash Flow from Operations $123M $118M $161M $88M Gross Margin 39.8% 38.5%-41% Long-Term Debt EBITDA 19.1% 18.5%-21% $235M $342M $439M $481M (Including current portion) Operating Margin 11.7% 11%-13% Shareholder's Equity $782M $900M $1,024M $1,073M II-VI Typical industry EPS adjustments are detailed at the end of this presentation. Page 36#37Appendix#38Transaction Summary Transaction Consideration Approximately $3 billion of total equity value Finisar shareholders to own approximately 31% of the combined company Per Share Consideration Sources of Financing Approval Process $15.60 in cash and 0.2218x shares of II-VI common stock Exchange ratio set at announcement based on total consideration to Finisar shareholders of $26.00 per share $2.0 billion of new funded debt in the form of fully-committed financing (in addition to unfunded revolver) $450 million New Revolving Credit Facility $1,975 million New Term Loans 1 $709 million of combined balance sheet cash $1,219 million of equity issued to Finisar shareholders Approval by II-VI and Finisar shareholders Regulatory approvals Expected Closing First half of CY2019, subject to customary closing conditions Financial Highlights Up to $100 million of expected annual cost synergies realized within 24 months of transaction close; up to $150 million within 36 months of transaction close Detailed merger integration plan in place to catalyze growth Rapid deleveraging expected, from 3.5x net total leverage at close² to under 1.0x net total leverage by FYE 2022 II-VI 1. Currently reflects $1,175 million of Term Loan A and $800 million of Term Loan B after Term Loan A upsize in January 2019 Agent Round. 2. Assumes cash balance of $288 million, total debt of $2,351 million and PF Adj. EBITDA of $588 million given 6/30/19 close. Page 38#39Finisar Transaction Financing Transaction Financing $2.0 billion new funded debt, fully committed financing $450 million unfunded revolver at close Pro-forma Capitalization Statistics Gross Debt Cash Net Debt ($ in billion) $2.4 x LTM EBITDA (w/ synergies)¹ 4.0x $0.3 $2.1 0.5x 3.5x Deleveraging and Capital Allocation 1. 2. Combined company has a strong deleveraging profile Rapid deleveraging expected, from 3.5x net total leverage at close 2 to under 1.0x net total leverage by FYE 2022 Ongoing ability to maximize strategic opportunities Represents statistics at 06/30/2019 close. Includes $150mm run-rate synergies. EBITDA excludes amortization of intangibles, the impact of SFAS 123(R) stock-based compensation expense and one-time charges. Assumes cash balance of $288 million, total debt of $2,351 million and PF Adj. EBITDA of $588 million given 6/30/19 close. II-VI Page 39#40II-VI Historical GAAP EPS and Adjusted EPS Equivalent To calculate EPS comparable to some peers, below are the values of typical adjustments used by other companies II-VI Consolidated Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Summary of Typical Industry Non-GAAP Adjustments FY17 FY17 FY17 FY17 FY18 FY18 FY18 FY18 FY19 FY19 Amortization Share Based Comp - COGS Share Based Comp - SGA M&A Related Expenses Tax Impact of the "Tax Cuts and Jobs Act" and Company Actions 3.2 3.2 3.1 3.2 3.6 3.8 3.6 3.6 3.7 4.1 0.7 0.6 0.7 0.5 1.0 0.8 0.4 0.6 1.0 0.5 3.4 3.3 3.8 3.0 5.3 4.5 3.2 3.8 4.3 4.5 0.3 2.0 1.9 8.6 7.3 7.1 7.6 7.0 11.9 9.1 7.2 8.0 10.9 17.7 (8.4) (0.1) (0.2) (0;1) 15.8 (6.5) (1.3) PAT 7.3 7.1 7.6 (1.4) 11.9 24.9 0.6 6.5 10.9 17,7 Outstand Shares 63.6 64.4 65.0 65.0 65.3 65.0 65.1 65.1 66.2 65.7 EPS Impact of Typical Industry Non-GAAP Adj. 0.11 0.11 0.12 (0.02) 0.18 0.38 0.01 0.10 0.16 0.27 IIVI Page 40#41II-VI MATERIALS THAT MATTERⓇ#42II-VI Financial Summary#43II-VI Segment Revenue by End Markets for Full Year FY18 End Market Distribution of Full Year FY18 Revenue Reported Segments FY18 Revenue FYY18 Op Margin FY18/FY17 Revenue - GAAP Growth Industrial (Automotive) Fiber Optic & Wireless Comm. Military Semi Cap Life Science, Consumer, Other Laser Solutions ** $406M 67% 9.5% 28% 12% 3%* 7% 11% (1%) Photonics ** $487M 13.5% 10% 13% 77% 0% 3% 7% Performance Products 15% $266M 11.6% 24% 13% 40%* 19% 13% (2%) II-VI Consolidated 33% $1,159M 11.7% 19% 39% 10% 8% 10% (1%) * Now managed in Performance Products as of Q4FY18 IIVI ** The Laser Solutions and Photonics' results adjusted for the LSG move from Laser Solutions to Photonics Page 43#44II-VI Segment Revenue by End Markets for Q2FY19 II-VI End Market Distribution of Q2FY19 Revenue Reported Segments Q2FY18 Revenue Q2FY19 Revenue Q2FY19 Op Margin GAAP Q2FY19/ Q2FY18 Revenue Growth Industrial (Automotive) Fiber Optic & Wireless Military Semi Cap Comm. Life Science, Consumer, Other 57% Laser Solutions $105M $106M 12% 1% 14% 5% 7% 17% (1%) Photonics $115M $160M 15% 38% 8% 83% 0% 3% 6% 21% Performance Products $61M $77M 15% 26% 12% 41% 17% 9% (6%) 27% II-VI Consolidated $282M $343M 12% 22% 46% 11% 7% 9% (2%) Page 44#45II-VI Financial Trends Booking/Revenue/Backlog $1,210 $1,159 $1,072 $972 $875 $827 $704 $657 $399 $451 $513 $290 FY16 FY17 FY18 H1FY19 Booking Revenue Backlog Margin Performance 40.0% 37.8% 39.8% 38.9% 18.1% 19.5% 19.1% 18.7% 11.1% 11.9% 11.7% 11.7% FY16 FY17 FY18 H1FY19 ■Gross Margin ■ EBITDA Operating Margin Cash and Liquidity FY16 FY17 FY18 H1 FY19 Expectations Cash and Equivalents $218M $271M $247M $230M FY18 FY19 Cash Flow from Operations $123M $118M $161M $88M Gross Margin 39.8% 38.5%-41% Long-Term Debt EBITDA 19.1% 18.5%-21% $235M $342M $439M $481M (Including current portion) Operating Margin 11.7% 11%-13% Shareholder's Equity $782M $900M $1,024M $1,073M II-VI Typical industry EPS adjustments are detailed at the end of this presentation. Page 45#46Appendix#47Finisar Transaction Overview Transaction Consideration Per Share Consideration Sources of Financing Approval Process Approximately $3.2 billion of total equity value Finisar shareholders to own approximately 31% of the combined company $26.00 per share $15.60 in cash and 0.2218 shares of II-VI common stock, valued at $10.40 per share based on the closing price of II-VI's common stock of $46.88 on November 8, 2018 Fixed exchange ratio $2.0 billion of new funded debt in the form of fully committed financing (in addition to $450mm unfunded revolver) Permanent financing expected to come through pro rata and institutional markets Revolver and TLA, 5 year tenor; TLB, 7 year tenor, blended interest rate expected L+225 bps Expect to de-lever to current levels within 2 years $1.0 billion of combined balance sheet cash $1.4 billion of equity issued to Finisar shareholders Approval by II-VI and Finisar shareholders Regulatory approvals Expected Timeline Middle of calendar year 2019, subject to customary closing conditions Financial Highlights II-VI $150mm of expected annual cost synergies realized within 36 months of close Expected to drive accretion in Non-GAAP earnings-per-share for the first full year post close of approximately 10% and more than double that thereafter Page 47#48Finisar Transaction Financing Transaction Financing $2.0 billion new funded debt, fully committed by BofA Merrill Lynch $450 million unfunded revolver at close Pro-forma Capitalization Statistics Gross Debt Cash Net Debt Deleveraging and Capital Allocation 1. II-VI ($ in billion) $2.4 x LTM EBITDA (w/ synergies)¹ 4.1x $0.3 0.6x $2.0 3.5x Taken together, company has EBITDA generation of $570mm¹ Combined company has a strong deleveraging profile Ongoing ability to maximize strategic opportunities Represents LTM 09/30/2018 for II-VI and LTM 07/29/2018 for Finisar and includes $150mm run-rate synergies. EBITDA excludes amortization of intangibles, the impact of SFAS 123(R) stock-based compensation expense and one- time charges. Page 48#49II-VI Historical GAAP EPS and Adjusted EPS Equivalent To calculate EPS comparable to some peers, below are the values of typical adjustments used by other companies II-VI Consolidated Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Summary of Typical Industry Non-GAAP Adjustments FY17 FY17 FY17 FY17 FY18 FY18 FY18 FY18 FY19 FY19 Amortization Share Based Comp - COGS Share Based Comp - SGA M&A Related Expenses Tax Impact of the "Tax Cuts and Jobs Act" and Company Actions 3.2 3.2 3.1 3.2 3.6 3.8 3.6 3.6 3.7 4.1 0.7 0.6 0.7 0.5 1.0 0.8 0.4 0.6 1.0 0.5 3.4 3.3 3.8 3.0 5.3 4.5 3.2 3.8 4.3 4.5 0.3 2.0 1.9 8.6 7.3 7.1 7.6 7.0 11.9 9.1 7.2 8.0 10.9 17.7 (8.4) (0.1) (0.2) (0;1) 15.8 (6.5) (1.3) PAT 7.3 7.1 7.6 (1.4) 11.9 24.9 0.6 6.5 10.9 17,7 Outstand Shares 63.6 64.4 65.0 65.0 65.3 65.0 65.1 65.1 66.2 65.7 EPS Impact of Typical Industry Non-GAAP Adj. 0.11 0.11 0.12 (0.02) 0.18 0.38 0.01 0.10 0.16 0.27 IIVI Page 49#50IIVI MATERIALS THAT MATTER R