AIC PE COMPETITION4/5/2009

ENJUBA CAPITAL:SAM B., JOSH K., SHEEL M., MATTHEW WANG

Company Background II-VI was founded in 1971, in Pittsburgh, PA $550MM market cap (4/3/09), $61MM EBITDA FY08 Founder and chairman Carl Johnson (age 68) owns nearly 12%

of the company 23rd on the Forbes 200 Best Small Companies in 2008 Products include infrared optics, radiation detection products

and crystals used in laser and telecommunications equipment Diversified customer base of over 5,000 customers, 47% of

sales outside the US Military, Industrial, Medical, Telecom

Historical Financials10-K Filings; $, Millions 2008 2007 2006 CAGRRevenue 316 255 223 12%Gross Profit 140 116 97 13%Operating Income 62 49 39 17%Net Income 66 38 11 82%

Total Assets 361 288 250Long Term Debt 3.8 15 24Total Liabilities 71 68 79Total Equity 290 220 171

Cash from Operations 46 44 41Cash from Investing 6 -28 -17Cash from Financing Activities -10 -11 -16

Current Events 10/08: Board of Directors authorized the purchase of

up to 500,000 shares of common stock 12/08: Revenues for the quarter ending 12/31/08 are

expected to be $71-76 mil, below the previous estimate of $82-86 mil

1/09: Expects revenue for the third quarter of 2009 to be $66-70 million; has reduced operating costs through reductions in overtime, layoffs, and elimination of certain discretionary spending activities

Key competitors, suppliers, and customers

Competitors

• Northrop Grumman

• Sumitomo• Dow (Rohm &

Haas)• Raytheon• Ophir Optronics• Agilent

Technologies• Applied

Biosystems Group

Suppliers

• Very specialized inputs

• Limited number of suppliers for certain inputs

Customers

• 5,000+ customers

• Northrop Grumman

• DoD• John Deere• Caterpillar• Lockheed Martin• Volkswagen• General

Dynamics

SWOT AnalysisStrengths

• IP Protection• Existing

customer base

• Diversified products and geography

• Pittsburgh

Weaknesses

• Some operational improvement possible• Inventory turns

• Engineering style management

• Incentive structure

Opportunities

• Market growth – currently capturing 19% of addressable market

• New applications for existing customers across operating units

Threats

• Limited source of supply

• International revenues• Forex risk• Government

risk• Sales from

cyclical industries

• Substantial sales to powerful and influential companies

Investment Rationale Diversified product line built on strong IP and a history

of engineering High-potential growth Sub-optimal capital structure classic LBO Customers in industries that are poised to grow in the

economic downturn and benefit from stimulus package

Management team averages 59 years, they may be looking for an exit

Value Creation Opportunities Aggressive expansion into total addressable market

80% of addressable market not being served by II-VI Operational improvement to increase inventory turns

Currently providing JIT delivery for customers, while holding inventory themselves; low inventory turns

Backwards integration possibilities via acquisition of smaller suppliers Mitigate supplier power and competitor access to raw

materials

Stakeholder Analysis of Transaction

•Well positioned company with strong growth prospects

•Multiple attractive exit opportunities

LBO Firm

•Senior leadership approaching retirement age

•Sub-par compensation structure

Existing Managemen

t

•Premium price for battered stock

Investors

•Enhanced prospects for long-term growth

Employees

Investment Risks Disruption in company culture Obsolescence of product and production

Intellectual Property Exposure to cyclical industries threatens stable

cash flow needed to make interest payments Potential interest from other parties could

create a bidding war

Valuation / Sensitivity Analysis

11.0x 11.5x 12.0x10.0% 848.1 881.0 913.9 10.5% 830.3 862.5 894.6 11.0% 813.0 844.4 875.9 11.5% 796.1 826.9 857.6 12.0% 779.7 809.8 839.8

Enterprise Value Discount Rate

Discounted Cash Flow Results

LBO Modeling - ResultsPurchase price: $617MM (10x EBITDA, 11% premium over current share price)Debt / Equity: 1.1

Projected Financials Key assumptions

12x EBITDA exit multiple 10% Revenue Growth 12% Mezzanine debt, 6.5% over LIBOR term loan Marginal operational improvements

COGS/ Rev is average of previous 5 years SGA constant Improved inventory management: 10% p/y for 3 years, 5% for

following 2 years Constant accounts payable days

40% Corporate Tax rate

Projected Financials Summary

$, Millions 2009 2010 2011 2012 2013Revenue 347.8 382.6 420.9 462.9 509.2 Gross Profit 157.3 173.1 190.4 209.4 230.3Operating Income 72.3 79.6 87.5 96.3 105.9Net Income 22.2 27.4 32.5 38.0 44.2

0.0 0.0Total Assets 684.6 710.5 737.2 768.3 800.5Long Term Debt 311.6 305.0 293.6 280.6 261.7Total Liabilities 362.4 360.9 355.0 348.2 336.1Total Equity 322.2 349.6 382.1 420.1 464.4

0.0 0.0Cash from Operations 41.6 29.5 34.4 36.1 42.0Cash from Investing -20.0 -20.0 -20.0 -20.0 -20.0Cash from Financing Activities -20.6 -9.5 -14.4 -16.1 -22.0

Returns Summary data, millionsEBITA 2013 $106

EV (12x EBITA) $1,271

Less remaining debt $1,010

IRR 23.8%

Appendix

Management Bios Carl Johnson – 68 - Chairman of the Board

Carl J. Johnson has served as a Director of the II-VI Inc since 1971. Dr. Johnson was a co-founder of the Company in 1971 and has served as Chairman since 1985. He served as President of the Company from 1971 until 1985, and as Chief Executive Officer from 1985 until June 2007. From 1966 to 1971, Dr. Johnson was Director of Research & Development for Essex International, Inc., an automotive electrical and power distribution products manufacturer. From 1964 to 1966, Dr. Johnson worked at Bell Telephone Laboratories as a member of the technical staff. Dr. Johnson completed his Ph.D. in Electrical Engineering at the University of Illinois. He holds B.S. and M.S. degrees in Electrical Engineering from Purdue University and Massachusetts Institute of Technology (MIT), respectively.

Francis Kramer – 61 - President, Chief Executive Officer, Director

Francis J. Kramer has served as a Director of the II-VI INC since 1989. Mr. Kramer has been employed by the Company since 1983, has been its President since 1985, and has been its Chief Executive Officer since July 2007. Previously, Mr. Kramer served as Chief Operating Officer from 1985 to June 2007. Mr. Kramer joined the Company as Vice President and General Manager of Manufacturing and was named Executive Vice President and General Manager of Manufacturing in 1984. Prior to his employment by the Company, Mr. Kramer was the Director of Operations for the Utility Communications Systems Group of Rockwell International Corp. Mr. Kramer graduated from the University of Pittsburgh with a B.S. degree in Industrial Engineering and from Purdue University with an M.S. degree in Industrial Administration.

Craig Creaturo – 40 - Chief Financial Officer, TreasurerCraig A. Creaturo has been employed by the II-VI INC since 1998 and has been Chief Financial Officer since November 2004 and Treasurer since 2000. Previously, Mr. Creaturo served as Chief Accounting Officer, Director of Finance, Accounting and Information Systems and Corporate Controller. Prior to his employment by the Company, Mr. Creaturo was employed by the Pittsburgh, Pennsylvania office of Arthur Andersen LLP from 1992 to 1998 and served in the audit and attestation division with a final position as Audit Manager. Mr. Creaturo graduated from Grove City College with a B.S. degree in Accounting. Mr. Creaturo is a Certified Public Accountant in the Commonwealth of Pennsylvania and is a member of the American Institute of Certified Public Accountants and the Pennsylvania Institute of Certified Public Accountants.

Management Bios Herman Reedy – 67 - Executive Vice President - Infrared Optics

Herman E. Reedy has been employed by the II-VI INC since 1977 and has been Executive Vice President – Infrared Optics since February 2003. Previously, Mr. Reedy held positions at the Company as Vice President and General Manager of Quality and Engineering, Manager of Quality and Manager of Components. Prior to his employment by the Company, Mr. Reedy was employed by Essex International, Inc., serving last as Manager, MOS Wafer Process Engineering. Prior to 1973, he was employed by Carnegie Mellon University and previously held positions with SemiElements, Inc. and Westinghouse Electric Corporation. Mr. Reedy is a graduate of the University of Pittsburgh with a B.S. degree in Electrical Engineering.

Vincent Mattera – 54 - Vice President, General Manager - Compound Semiconductor Group

Vincent D. Mattera, Jr., has been employed by the II-VI INC since 2004 and has been Vice President of Compound Semiconductor Group since November 2005. Previously Dr. Mattera had served as a Director of the Company from 2000 to 2002. Dr. Mattera had been Vice President, Undersea Optical Transport, Agere Systems (formerly Lucent Technologies, Microelectronics and Communications Technologies Group) since 2001. Previously, Dr. Mattera was Optoelectronic Device Manufacturing and Process Development Vice President with Lucent Technologies, Microelectronics and Communications Technologies Group from 2000 until 2001. He was Director of Optoelectronic Device Manufacturing and Development at Lucent Technologies, Microelectronics Group from 1997 to 2000. From 1995 to 1997 he served as Director, Indium Phosphide Semiconductor Laser Chip Design and Process Development with Lucent Technologies, Microelectronics Group. From 1984 to 1995 he held management positions with AT&T Bell Laboratories. Dr. Mattera holds B.S. and Ph.D. degrees in Chemistry from the University of Rhode Island and Brown University, respectively.

Management Bios James Martinelli - 52 - Vice President - Military and Materials Businesses

Mr. James Martinelli has been employed by II-VI, Inc. since 1986 and has been Vice President - Military and Materials Businesses since February 2003. Previously, Mr. Martinelli served as General Manager of Laser Power Corporation since 2000 and Chief Financial Officer of II-VI Incorporated since 1994. Mr. Martinelli joined the Company as Accounting Manager, was named Corporate Controller in 1990 and named Chief Financial Officer and Treasurer in 1994. Prior to his employment by the Company, Mr. Martinelli was Accounting Manager at Tippins Incorporated and Pennsylvania Engineering Corporation from 1980 to 1985. Mr. Martinelli graduated from Indiana University of Pennsylvania with a B.S. degree in Accounting.

Thomas Mistler - 68 - Lead Independent Director

Thomas E. Mistler has served as a Director of the II-VI INC since 1977. Mr. Mistler has been an operating partner for Buckingham Capital Partners, a private investment firm, since 2003. Mr. Mistler was President, Chief Executive Officer and a Director of ESCO Holding Corp. and Engineered Arresting Systems Corporation, a manufacturer of aircraft and vehicle arresting systems, from 1999 to 2003. Previously, he was Senior Vice President of Energy Systems Business for Westinghouse Electric Corporation and from 1965 to 1998, Mr. Mistler served in various engineering, marketing and general management capacities with Westinghouse Electric Corporation including serving as President of Westinghouse Saudi Arabia Limited from 1981 to 1984. Mr. Mistler graduated from Kansas State University with B.S. and M.S. degrees in Engineering.

Past Events 12/04: Acquisition of Marlow Industries, Inc., a world leader

in thermoelectric solutions 07/05: Completion of a specialized prism that allows NASA

to capture high-resolution images of Tempel 1 comet (5 yrs.)

05/06: II-VI named one of BusinessWeek’s Hot Growth Companies (#97)

07/07: “Certificate of Appreciation” award presented by Mitsubishi’s laser division for its industry leading CO2 laser optics