Investor Presentaiton

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 $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

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