II-VI Incorporated Investor Presentation — August 2021

Document content

Copyright 2021, II- VI Incorporated. All rights reserved.

August 2021Investor PresentationPage 2 Copyright 2021, II -VI Incorporated. All rights reserved.Forward -Looking Statements

This presentation contains forward -looking statements relating to future events and expectations that are based on certain assum ptions and contingencies. The forward -looking statements are made

pursuant to the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995 and relate to the Company’s performance on a going forward basis. The forward -looking statements in this

presentation involve risks and uncertainties, which could cause actual results, performance or trends to differ materially fr om those expressed in the forward -looking statements herein or in previous

The Company believes that all forward -looking statements made by it in this presentation have a reasonable basis, but there can be no assurance that management’s expectations, beliefs, or projections as

expressed in the forward -looking statements will actually occur or prove to be correct. In addition to general industry and glob al economic conditions, factors that could cause actual results to differ

materially from those discussed in the forward -looking statements in this presentation include but are not limited to: (i) the f ailure of any one or more of the assumptions stated above to prove to be correct;

(ii) the risks relating to forward -looking statements and other “Risk Factors” discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2020 and additional risk factors that

may be identified from time to time in future filings of the Company; (iii) the conditions to the completion of the Company’s pending business combination transaction with Coherent, Inc. (the “Transaction”)

and the remaining equity investment by Bain Capital, LP, including the receipt of any required regulatory approvals, and the risks that those conditions will not be satisfied in a timely manner or at all; (iv) the

occurrence of any event, change or other circumstances that could give rise to an amendment or termination of the merger agreeme nt relating to the Transaction, (v) the Company’s ability to finance the

Transaction, the substantial indebtedness the Company expects to incur in connection with the Transaction and the need to genera te sufficient cash flows to service and repay such debt; (vi) the possibility

that the Company may be unable to achieve expected synergies, operating efficiencies and other benefits within the expected t ime-frames or at all and to successfully integrate the operations of Coherent,

Inc. (“Coherent”) with those of the Company; (vii) the possibility that such integration may be more difficult, time -consuming o r costly than expected or that operating costs and business disruption (including,