#1IIVI II-VI to Acquire Finisar Creates a Global Leader in Photonics and Compound Semiconductors November 9, 2018 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#3A 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 $150mm run-rate synergies for EBITDA. EBITDA excludes amortization of intangibles, the impact of SFAS 123(R) stock-based compensation expense and one-time charges. 2022 estimated market size. Includes 3D Sensing, Power Devices for Automotive and Wireless RF size from Yole, Optical Communications from Lightcounting and Ovum, Industrial Processing, Military, Life Sciences from Strategies Unlimited. Page 3#4Finisar at a Glance II-VI #1 Optical Components Market Leader Leading GaAs Platform for 3D Sensing and LiDAR 30 YEARS FINISAR 1988-2018 Broadest portfolio of optical modules Differentiation via Vertical Integration Engineering Innovation with ~2,000 Patents DATACOM ■ Enables data center and enterprise network connectivity ☐ Key products include transceivers for 25G, 100G and 400G TELECOM ■ Enables optimal transmission in access, metro and long-haul ■ Key products include WSS, OCMs, and tunable/coherent modules 3D SENSING ■ Enables 3D Sensing for consumer and automotive applications ■ Key product: VCSEL arrays Page 4#5Strategic Window of Opportunity Now Right Technology + Right Team + Right Time Combined broad base of talent, technology and manufacturing enhances our ability to hit market windows today Disruptive Megatrends TAM ($B) $20 $15 CAGR 16% 3D Sensing Electric & Autonomous Vehicles Proliferation of Cloud Services $10 $5 Increased Data and 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 5#6II-VI and Finisar: History of Shared Culture and Values Quality Culture is Foundational Shared Value and Vision ■ 30+ Years of Innovation with over 2,700 patents ■ Commitment to Address Customer Needs from a Broad Product Portfolio Leaders in Engineered Materials & Optoelectronic Devices Shared Model ■ Selective & Strategic Acquisitions ■ Successful Differentiation via Vertical Integration ■ Sustained Market Leadership The Perfect Match: History, Culture, Technology and Assets II-VI II-VI FINISAR Page 6#7Transaction 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 7#8One of the Largest Photonics & Compound Semiconductor Companies¹ $2,547 $2,504 $1,931 $1,902 $1,542 $1,491 $1,292 $1,212 $319 $308 $294 $183 mks esi IIVI+ FINISAR COHERENT. LUMENTUM OCLARO O CREE+ IP FINISAR PHOTONICS IIVI ACACIA NeoPhotonics Inphi LIGHT Note: Dollars in millions. Lumentum pro forma for Oclaro. MKS pro forma for ESIO. 1. Represents LTM Revenue. II-VI Page 8#9Irreversible 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 9#10Complementary 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 Submarine Amplifiers Optical Amplifiers FINISAR Wavelength Selective Switch High Port Count WSS 5G Product Portfolio Across Market Segments Coherent Transmission 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 10#11Most Compelling Platform for 3D Sensing & LiDAR II-VI's and Finisar's GaAs and InP Platforms = 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 11#12RF 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 12#13Power 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 13#14Combined Global Fab Footprint Champaign, IL, USA 69,000 sq. ft. Epiwafers GaAs, InP, GaN up to 6 inch O Allen, TX, USA 160,000 sq. ft. GaAs - 4 Inch Sherman, TX, USA 540,000 sq. ft. GaAs - 6 Inch Fremont, CA, USA 68,000 sq. ft. InP - 3 inch Newton Aycliffe, UK 319,000 sq. ft. GaAs - 6 inch Warren, NJ, USA 159,000 sq. ft. GaAs, GaN 6 inch IIVI FINISAR Zurich, Switzerland 117,000 sq. ft GaAs 6 inch Jarfalla, Sweden 26,000 sq. ft InP - 3 inch NIXTRON ■ A broad compound semiconductor technology platform encompassing GaAs, InP, SiC & GaN ■ One of the world's largest 6-inch vertically integrated epitaxial growth and device fabrication manufacturing platforms ■ A global world-class team of experts and innovators in engineered materials, laser device design & fabrication infrastructure ☐ Combined, the companies will offer highly differentiated products & manufacturing scale to serve fast growing markets II-VI Page 14#15Significant 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 15#16Transaction 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 $2.0 billion of new funded debt in the form of fully committed financing (in addition to unfunded revolver) $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 $150mm of expected annual cost synergies realized within 36 months of close Financial Highlights II-VI 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 16#17Transaction 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 17#18IIVI