Power Electronics for Green Energy

Transaction Summary Transaction Consideration Per Share Consideration Sources of Financing Approval Process Approximately $3 billion of total equity value Finisar shareholders to own approximately 31% of the combined company $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 that is fully syndicated $450 million New Revolving Credit Facility (which we do not expect to draw for the transaction) $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 Fall 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 2 Rapid deleveraging expected, from 3.5x net total leverage at close ² to under 1.0x net total leverage by FYE 2022 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. IIVI 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 31

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