II-VI Incorporated Investor Presentation — August 2019

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IIVIINVESTOR PRESENTATION

August 13, 2019Page 2This communication contains “forward -looking statements” within the meaning of the federal securities laws, including Section 27 A 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,” “i ntend,”

“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 ca useactual

results to differ materially from those expressed in any forward -looking statements. Important factors that may cause such a dif ference

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 propose d

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 Fact ors” 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 “S EC”)

on August 28, 2018, and in Finisar’s Annual Report on Form 10 -K for the year ended April 28, 2019, filed with the SEC on June 14, 2019.

These risks, as well as other risks associated with the proposed transaction, are more fully discussed in the joint proxy

statement/prospectus included in the registration statement on Form S -4 (File No. 333 -2290520) filed by II -VI with the SEC in co nnection

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, excep t as

otherwise required by securities and other applicable laws. Safe Harbor StatementII-VI At a GlancePage 4

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