#1IIVI INVESTOR PRESENTATION November 2018 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 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 21% 22% North America Regions Q1 FY2019 Revenue 8% 10% Japan ROW 39% Core Competency ENGINEERED MATERIALS Photonics II-VI Laser 43% Segments Q1 FY2019 Revenue 34% solutions Products 23% II-VI Performance P 11,500+ Worldwide employees Industrial Sb Te Tellurium Optical Communic 28% Markets Q1 FY2019 Revenue 41% Other O Semi. Equip. 11% Military Life Science 52 14 | $ Worldwide Locations Countries 314.4M Q1 FY2019 Revenue Page 3#4Our Core & Growth Markets II-VI Core Markets Optical Communications Industrial Lasers Military New Growth Markets EUV Lithography SiC for Wireless SiC for EV 3D Sensing Page 4#5A Transformative Combination II-VI $2.5B Pro Forma Revenue¹ $570M Pro Forma EBITDA¹ 70 Locations Worldwide Diversified Global Footprint II-VI FINISAR Communications, Automotive, Consumer Electronics, Materials Processing, Semiconductor Equipment, Military, Life Sciences End Markets $22B Addressable Market² 24K+ 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 $150mm run-rate synergies for EBITDA. EBITDA excludes amortization of intangibles, the impact of SFAS 123(R) stock-based compensation expense and one-time charges. 2022 estimated market size. Includes 3D Sensing, Power Devices for Automotive and Wireless RF size from Yole, Optical Communications from Lightcounting and Ovum, Industrial Processing, Military, Life Sciences from Strategies Unlimited. Page 5#6Finisar at a Glance II-VI #1 Optical Components Market Leader Leading GaAs Platform for 3D Sensing and LiDAR 30 YEARS FINISAR 1988-2018 Broadest portfolio of optical modules Differentiation via Vertical Integration DATACOM ■ Enables data center and enterprise network connectivity ☐ Key products include transceivers for 25G, 100G and 400G TELECOM ■ Enables optimal transmission in access, metro and long-haul ☐ Key products include WSS, OCMs, and tunable/coherent modules 3D SENSING ■ Enables 3D Sensing for consumer and automotive applications ■ Key product: VCSEL arrays Engineering Innovation with ~2,000 Patents Page 6#7Strategic Window of Opportunity Now Right Technology + Right Team + Right Time THE POWER TO TRANSFORM Combined broad base of talent, technology and manufacturing enhances our ability to hit market windows today Disruptive Megatrends TAM ($B) $20 $15 CAGR 16% 3D Sensing Electric & Autonomous Vehicles Proliferation of Cloud Services $10 $5 Increased Data and Video Consumption Growth in 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 Datacom TRX Telecom TRX ROADM 3DS & LIDAR RF Electronics 2022 Power Electronics Page 7#8Irreversible Megatrends | Addressing Multiple Strong and Growing Markets 3D Sensing & LiDAR Optical Communications RF Electronics in Wireless & Military 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 military 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 8#9Transaction Strategic Rationale Creates One of the Largest Photonics and Compound Semiconductor Companies with $2.5B of Revenue¹ Combination Addresses Multiple Strong and Growing Markets Complementary Expertise in Datacom & Telecom Strengthens Position in Optical Communications Creates the Most Compelling 3D-Sensing and LiDAR platform with Faster Time to Market A Leader in Engineered Materials and Compound Semiconductors Expected to Achieve $150mm Run-Rate Cost Synergies within 36 months 1. Represents LTM 9/30/2018 for II-VI plus LTM 07/29/2018 for Finisar. IIFM Page 9#10Transaction Overview Transaction Consideration Per Share Consideration Sources of Financing Approval Process Expected Timeline Financial Highlights 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 market and institution loan markets Revolver and TLA, 5 year tenor; TLB, 7 year tenor, blended interest rate expected L+225 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 Middle of calendar year 2019, subject to customary closing conditions $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 II-VI Page 10#11Significant 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 11#12Strong Deleveraging Profile II-VI and Finisar have combined EBITDA generation of $570mm¹ ■Combined company has a strong 1. II-VI deleveraging profile, with significant deleveraging expected from 4.1x at announcement to under 2.5x in two years post close 2.5 4.1x <2.5x II-VI expected to maintain ongoing ability to At Announcement 2 Years maximize strategic opportunities 1 Leverage (Total Debt / LTM EBITDA) Represents LTM 09/30/2018 for II-VI and LTM 07/29/2018 for Finisar and includes $150mm run-rate synergies. EBITDA excludes amortization of intangibles, the impact of SFAS 123(R) stock-based compensation expense and one-time charges. Page 12#13History of Successful Strategic Acquisitions ☐ Disciplined approach to acquisitions ☐ Identify targets whose products/technologies complement the company's existing platforms and enable sustained growth Organic Long-Term Growth and Growth via Acquisitions – Total Consolidated Revenue ($ in millions) - $1,500 17% CAGR $1,159 $972 $1,000 $683 $742 $827 $487 $516 $551 $500 $333 $0 FY2010 FY2011 FY2012 FY2013 FY2014 FY2015 FY2016 FY2017 FY2018 FY2005 PHOTOP SUBSIDIARY OF II-VI INCORPORATED marlow industries, inc. FY2007 PACIFIC RARE SPECIALTY METALS & CHEMICALS, INC. ASUBSIDIARY OF - INCORPORATED Note: Dollars in millions IIVI Aegis LIGHTWAVE FARE OFTE mla M CUBED LIGHTWORKS OPTICAL SYSTEMS Sery of OCLARO Fiber Amplifier, Micro-Optics business and Semiconductor Laser business EPIWORKS" EpiWorks' expertise dovetails with II-VI's core competencies as an engineered materials company ⠀⠀⠀⠀directphotonics Integrated Photonics, Inc. OCLARO Thin Film Filter Business ANADIGICS Provides II-VI with high volume 6-inch GaAs fabrication capability, driving scalable infrastructure to position Tesla as a leader in VCSEL technology Kaiam Laser Limited's 6-inch wafer fab CoAdna Page 13#14Complementary Expertise in Telecom and Datacom ☐ Industry leader in Datacom transceivers for Hyperscale datacenters ■ Fixed & tunable transceivers for access & wireless optical infrastructure ■ Next-generation coherent transmission & submarine amplification ■ ROADM for optical transport: WSS, optical amplifiers, optical monitoring IIVI Highly vertically integrated from engineered materials to subsystems MASCA II-VI IIVI Pump Laser IIVI FINISAR Amplifier Transceiver Submarine Passives Optical Amplifiers FINISAR Wavelength Selective Switch High Port Count WSS 5G Product Portfolio Across Market Segments Coherent Transmission Submarine Pumps Optical Monitoring Low Port Count WSS Micro Pumps Micro Optics Tunable Transceivers Datacom Transceivers Transceivers For Wireless Client Transceivers SUBSEA ROADMS LONG HAUL, METRO & DATACENTER INTERCONNECTS TELECOM TRANSMISSION DATACOM IIVI FINISAR Page 14#15Most 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 integration VCSEL Arrays 940nm DFB Lasers 3D Sensing Filters Wide Angle Mirror VCSEL Arrays For 3D Sensing & LiDAR CAGR ('18-22): +60% Source: Yole II-VI Page 15#16RF Electronics for Wireless Infrastructure & Military ■ 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 & military: 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 Military & 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 16#17Power 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 17#18Growth 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 18#19Core 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 19#20Core 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 platform High energy lasers Directed energy lasers 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 F-35 Electro-Optical Targeting System (EOTS) Page 20#21Segment Revenue by End Markets for Full Year FY18 Reported Segments FY18 Revenue FYY18 Op Margin FY18/FY17 Revenue - GAAP Growth End Market Distribution of Full Year FY18 Revenue 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 21#22Segment Revenue by End Markets for Q1FY19 II-VI End Market Distribution of Q1FY19 Revenue Reported Segments Q1FY18 Revenue Q1FY19 Revenue Q1FY19 Op Margin GAAP Q1FY19/ Q1FY18 Revenue Growth Industrial (Automotive) Fiber Optic & Wireless Comm. Military Semi Cap Life Science, Consumer, Other 61% Laser Solutions $88M $106M 12% 20% 13% 4% 8% 14% (1%) Photonics $116M $135M 12% 16% 11% 79% 0% 3% 7% 19% Performance Products $58M $73M 12% 26% 12% 40% 18% 11% (7%) 30% II-VI Consolidated $262M $314M 12% 20% 41% 11% 8% 10% (2%) Page 22#23Reiterating Guidance for Current Quarter Low High Revenue $333mm $345mm EPS1 $0.44 $0.48 Adj. EPS² $0.65 $0.69 1. Excludes $0.05 a share for one time and transaction costs for our transactions and collaborations recently announced. 2. Excludes $0.10 for stock-based compensation expense, $0.06 for amortization and $0.05 for one time and transaction costs. IIVI Page 23#24Financial Trends Booking/Revenue/Backlog $1,210 $1,159 $1,072 $972 $875 $827 $399 $451 $480 $290 $328 $314 FY16 FY17 FY18 Q1FY19 Booking Revenue Backlog Margin Performance 40.0% 37.8% 39.8% 39.4% 18.1% 19.5% 19.1% 19.1% 11.1% 11.9% 11.7% 11.8% FY16 FY17 FY18 ■Gross Margin ■ EBITDA Q1FY19 Operating Margin Cash and Liquidity FY16 FY17 FY18 Q1FY19 Expectations Cash and Equivalents $218M $271M $247M $271M FY18 FY19 Cash Flow from Operations $123M $118M $161M $19M Gross Margin 39.8% 38.5%-41% Long-Term Debt EDBITDA 19.1% 18.5%-21% $235M $342M $439M $517M (Including current portion) Operating Margin 11.7% 11%-13% Shareholder's Equity $782M $900M $1,024M $1,044M II-VI Typical industry EPS adjustments are detailed at the end of this presentation. Page 24#25Transaction Financing Transaction Financing $2.0 billion new funded debt, fully underwritten by BofA Merrill Lynch $450 million revolver unfunded at close Pro-forma Capitalization Statistics Gross Debt Cash Net Debt Deleveraging and Capital Allocation 1. II-VI ($ 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 25#26Reconciliation Tables IIVI Operating Income Interest Expense Other expense (income), net Income taxes Net Earnings Sep 30, 2018 Three Months Ended Jun 30, 2018 Sep 30, 2017 $37.2 $38.2 $29.8 5.6 5.1 3.6 (0.7) (1.1) (0.7) 6.2 7.0 5.8 $26.1 $27.2 $21.1 EBITDA EBITDA margin $60.1 $62.0 $49.4 19.1% 19.3% 18.9% Interest expense 5.6 5.1 3.6 Depreciation and amortization 22.2 22.7 18.9 6.2 7.0 5.8 Income taxes Net Earnings $26.1 $27.2 $21.1 Page 26#27II-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 II-VI Consolidated Q1 Q2 Q3 Q4 Q1 Q2 Q3 Summary of Typical Industry Non-GAAP FY17 FY17 FY17 FY17 FY18 FY18 FY18 Q4 FY18 Q1 FY19 Adjustments Amortization Share Based Comp - COGS Share Based Comp - SGA M&A Exp 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 0.7 0.6 0.7 0.5 1.0 0.8 0.4 0.6 1.0 3.4 3.3 3.8 3.0 5.3 4.5 3.2 3.8 4.3 0.3 2.0 1.9 7.3 7.1 7.6 7.0 11.9 9.1 7.2 8.0 10.9 (8.4) (0.1) (0.2) 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 Outstand Shares 63.6 64.4 65.0 65.0 65.3 65.0 65.1 65.1 66.2 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 Page 27#28IIVI MATERIALS THAT MATTER R