NPTN NeoPhotonics Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant   ☒                              Filed by a party other than the Registrant  ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

NeoPhotonics Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

3081 Zanker Road

San Jose, California 95134 USA

+1-408-232-9200

Dear NeoPhotonics Corporation Stockholder:

You are cordially invited to attend a virtual special meeting (including any adjournments or postponements thereof, the “Special Meeting”) of stockholders of NeoPhotonics Corporation (“NeoPhotonics” or the “Company”) to be held virtually on February 1, 2022, at 9:00 AM Pacific Time at https://web.lumiagm.com/290418259.

At the Special Meeting, you will be asked to consider and vote on (i) a proposal to adopt the Agreement and Plan of Merger, dated November 3, 2021 (such agreement, as it may be amended, modified or supplemented from time to time, the “Merger Agreement”), by and among NeoPhotonics, Lumentum Holdings Inc., a Delaware corporation (“Lumentum” or “Parent”), and Neptune Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), (ii) a proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to NeoPhotonics’ named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Compensation Proposal”), and (iii) a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies to approve the proposal to adopt the Merger Agreement if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting (the “Adjournment Proposal”). Pursuant to the terms of the Merger Agreement, and subject to the conditions thereof, Merger Sub will merge with and into NeoPhotonics, with NeoPhotonics continuing as the Surviving Corporation and a wholly owned subsidiary of Parent (the “Merger”).

If the Merger is completed, you will be entitled to receive $16.00 in cash, without interest thereon and after giving effect to any required tax withholdings, for each share of NeoPhotonics common stock (“common stock”) that you own (unless you have properly exercised your appraisal rights), upon the surrender of (i) certificates representing your shares of common stock and (ii) uncertificated shares of your common stock, in each case, in the manner provided in Section 2.8 of the Merger Agreement (or in the case of a lost, stolen or destroyed Certificate, upon delivery of an affidavit (and bond, if required) in the manner provided in Section 2.10 of the Merger Agreement) (For more information, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Exchange and Payment Procedures.”)) which represents a premium of approximately: (i) 39% to the closing price of NeoPhotonics’ common stock on November 3, 2021, the last full trading day prior to announcing the Merger; and (ii) 63% to the 30-day volume weighted average price, ending on November 3, 2021, the last full trading day prior to announcing the Merger.

The Company’s Board of Directors (the “Board of Directors”), after considering the reasons more fully described in the enclosed proxy statement, has unanimously: (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, (ii) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to and in the best interests of NeoPhotonics and its stockholders, (iii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, (iv) directed that the adoption of the Merger Agreement be submitted to a vote of the stockholders of NeoPhotonics at the Special Meeting and (v) resolved to recommend that the holders of shares of common stock adopt this Agreement in accordance with Section 251 of the General Corporation Law of the State of Delaware, as amended (the “DGCL”).

The Board of Directors unanimously recommends, on behalf of NeoPhotonics that you vote: (1) “FOR” the adoption of the Merger Agreement; (2) “FOR” the approval, on an advisory (non-binding) basis, of the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

The enclosed proxy statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the proxy statement.

The proxy statement also describes the actions and determinations of the Board of Directors in connection with its evaluation of the Merger Agreement and the Merger. You should carefully read and consider the entire enclosed proxy statement and its annexes, including, but not limited to, the Merger Agreement, as they contain important information about, among other things, the Merger and how it affects you.

Whether or not you plan to attend the Special Meeting virtually, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). If you attend the Special Meeting virtually and vote virtually, your vote will revoke any proxy that you have previously submitted.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions.

Your vote is very important, regardless of the number of shares that you own. We cannot complete the Merger unless the proposal to adopt the Merger Agreement is approved by the affirmative vote of the holders of a majority of the shares of common stock that are issued and outstanding as of the close of business on December 22, 2021, which is the record date for the Special Meeting.

If you have any questions or need assistance voting your shares, please contact our proxy solicitor:

Georgeson

1290 Avenue of the Americas, 9^th Floor

New York, NY 10104

Shareholders, Banks and Brokers

Call Toll Free:

866-295-4321

On behalf of the Board of Directors, I thank you for your support and appreciate your consideration of this matter.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Merger, passed upon the merits or fairness of the Merger Agreement or the transactions contemplated thereby, including the proposed Merger, or passed upon the adequacy or accuracy of the information contained in the accompanying proxy statement. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated December 23, 2021 and, together with the enclosed form of proxy card, is first being mailed on or about December 23, 2021.

3081 Zanker Road

San Jose, California 95134 USA

+1-408-232-9200

3081 Zanker Road

San Jose, California 95134 USA

+1-408-232-9200

i

ANNEXES

ii

1

2

3

4

5

6

7

8

9

10

11

12

QUESTIONS AND ANSWERS

The following questions and answers address some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that are important to you. You should carefully read and consider the more detailed information contained elsewhere in this proxy statement and the annexes to this proxy statement, including, but not limited to, the Merger Agreement, along with all of the documents we refer to in this proxy statement, as they contain important information about, among other things, the Merger and how it affects you. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions in the section of this proxy statement captioned, “Where You Can Find More Information.”

13

American Stock Transfer & Trust Company LLC

Attn: Proxy Tabulation Department

6201 15^th Avenue

Brooklyn, NY 11219

Requests for voting must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on January 25, 2022.

You will receive your 11-digit Voter Control Number by email after we receive your voting request.

We encourage you to access the Special Meeting before it begins. Online check-in will start approximately 15 minutes before the Special Meeting is scheduled to begin at 9:00 AM Pacific Time on February 1, 2022.

Each holder of record of common stock will be entitled to cast one (1) vote on each matter properly brought before the Special Meeting for each such share of NeoPhotonics common stock owned at the close of business on the Record Date.

Attending the Special Meeting as a Guest. Guests may enter the Special Meeting in “listen-only” mode by entering the Special Meeting at https://web.lumiagm.com/290418259 and entering the information requested in the “Guest Login” section. Guests will not have the ability to vote or ask questions at the Special Meeting.

14

Effective as of the Effective Time, (i) each Assumed Company RSU, (ii) each Assumed Company PRSU, and (iii) each Assumed Company Option will be assumed by Parent. Each Assumed Award will be subject to substantially the same terms and conditions as applied to the related Company RSU, Company PRSU or Company Option immediately prior to the Effective Time, including the vesting schedule thereto, except that (A) the number of shares of Parent common stock subject to each Assumed Award shall equal the product of (x) the number of shares of NeoPhotonics common stock underlying such award as of immediately prior to the Effective Time (or, with respect to the Assumed Company PRSU, the number of shares of NeoPhotonics common stock underlying such award that are eligible to vest pursuant to the applicable award agreement) multiplied by (y) the Equity Award Exchange Ratio, rounded down to the nearest whole share; and (B) with respect to each Assumed Company Option only, the per share exercise price shall be equal to the quotient determined by dividing (x) the exercise price per share at which such Assumed Company Option was exercisable immediately prior to the Effective Time by (y) the Equity Award Exchange Ratio, rounded up to the nearest whole cent. Each Assumed Company Option will qualify following the Effective Time as an incentive stock option as defined in Section 422 of the Code to the extent permitted under Section 422 of the Code and to the extent such Assumed Company Option qualified as an incentive stock option prior to the Effective Time.

For more information, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Merger Consideration—Treatment of Company Options, Company RSUs, Company PRSUs and Company SAUs.”

If a quorum is present at the Special Meeting, the failure of any stockholder of record to: (i) submit a signed proxy card; (ii) grant a proxy over the Internet or by telephone (using the instructions provided in the enclosed proxy card); or (iii) vote virtually at the Special Meeting will have the same effect as a vote

15

“AGAINST” the proposal to adopt the Merger Agreement. If you hold your shares in “street name” and a quorum is present at the Special Meeting, the failure to instruct your bank, broker or other nominee how to vote your shares will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement. If a quorum is present at the Special Meeting, abstentions will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement.

16

17

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares of common stock held in “street name.” In that case, this proxy statement has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those shares, to be the stockholder of record. As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares by following their instructions for voting. You are also invited to attend the Special Meeting. However, because you are not the stockholder of record, you may not vote your shares virtually at the Special Meeting.

A control number, located on your proxy card, is designed to verify your identity and allow you to vote your shares of common stock, and to confirm that your voting instructions have been properly recorded when voting electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). Please be aware that, although there is no charge for voting your shares, if you vote electronically over the Internet or by telephone, you may incur costs such as Internet access and telephone charges for which you will be responsible.

Even if you plan to attend the Special Meeting virtually, you are strongly encouraged to vote your shares of common stock by proxy. If you are a record holder or if you obtain a “legal proxy” to vote shares that you beneficially own, you may still vote your shares of common stock virtually at the Special Meeting even if you have previously voted by proxy. If you are present at the Special Meeting and vote virtually, your previous vote by proxy will not be counted.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting form provided by your bank, broker or

18

other nominee, or, if such a service is provided by your bank, broker or other nominee, electronically over the Internet or by telephone. To vote over the Internet or by telephone through your bank, broker or other nominee, you should follow the instructions on the voting form provided by your bank, broker or other nominee.

If you hold your shares of common stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote virtually at the Special Meeting if you obtain a “legal proxy” from your bank, broker or other nominee.

If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted: (i) “FOR” the adoption of the Merger Agreement; (ii) “FOR” the approval, on an advisory (non-binding) basis, the Compensation Proposal; and (iii) “FOR” the approval of the Adjournment Proposal.

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card.

19

Georgeson

1290 Avenue of the Americas, 9th Floor

New York, NY 10104

Shareholders, Banks and Brokers

Call Toll Free:

866-295-4321

20

FORWARD-LOOKING STATEMENTS

This proxy statement, and any documents to which NeoPhotonics refers to in this proxy statement, including all documents incorporated by reference in this proxy statement, as well as information included in oral statements or other written statements made or to be made by us, contains not only historical information, but also forward-looking statements, including all statements relating directly or indirectly to the timing or likelihood of completing the Merger, litigation and other information with respect to our plans and strategies, made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent NeoPhotonics’ current expectations or beliefs concerning future events, including but not limited to the expected completion and timing of the proposed transaction, expected benefits and costs of the proposed transaction, management plans and other information relating to the proposed transaction, strategies and objectives of NeoPhotonics for future operations and other information relating to the proposed transaction. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” “intends,” “forecasts,” “should,” “estimates,” “contemplate,” “future,” “goal,” “potential,” “predict,” “project,” “projection,” “target,” “seek,” “may,” “will,” “could,” “should,” “would,” “assuming,” and similar expressions are intended to identify forward-looking statements. Stockholders are cautioned that any forward-looking statements are not guarantees of future performance and may involve significant risks and uncertainties, and that actual results may vary materially from those in the forward-looking statements. These risks and uncertainties include, but are not limited to, the risks detailed in our filings with the SEC, including in our most recent filings on Forms 10-K and 10-Q, factors and matters described or incorporated by reference in this proxy statement, and the following factors:

Consequently, all of the forward-looking statements that we make in this proxy statement are qualified by the information contained or incorporated by reference herein, including: (i) the information contained under this caption; and (ii) the information contained under the caption “Risk Factors,” and information in our consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the period ended December 31, 2020 and elsewhere in our most recent filings with the SEC, including our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 and any subsequent reports on Form 10-K, Form 10-Q or Form 8-K filed with the SEC from time to time and available at www.sec.gov. No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements.

In addition, any forward-looking statements represent our estimates only as of the date they were made and should not be relied upon as representing our estimates as of any subsequent date. Except as required by applicable law, we undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. Stockholders are advised to consult any future disclosures that we make on related subjects as may be detailed in our other filings made from time to time with the SEC.

21

THE SPECIAL MEETING

The enclosed proxy is solicited on behalf of the Board of Directors for use at the Special Meeting.

Date, Time and Place

We will hold the Special Meeting virtually on February 1, 2022 at 9:00 AM Pacific Time at https://web.lumiagm.com/290418259 and, if applicable, at any adjournment or postponement thereof.

Purpose of the Special Meeting

At the Special Meeting, we will ask stockholders to vote on proposals to: (i) adopt the Merger Agreement; (ii) approve, on an advisory (non-binding) basis, the Compensation Proposal; and (iii) approve the Adjournment Proposal.

We do not expect that any matters other than the proposals set forth above will be brought before the Special Meeting, and only matters specified in the notice of the meeting may be acted upon at the Special Meeting.

Our stockholders must approve the proposal to adopt the Merger Agreement in order for the Merger to be consummated. If our stockholders fail to approve the proposal to adopt the Merger Agreement, the Merger will not be consummated. A copy of the Merger Agreement is attached as Annex A to this proxy statement, which we urge you to read carefully in its entirety.

Record Date; Shares Entitled to Vote; Quorum

Only stockholders of record as of the Record Date are entitled to notice of the Special Meeting and to vote at the Special Meeting. A list of stockholders entitled to vote at the Special Meeting will be available at our principal executive offices located at 3081 Zanker Road, San Jose, California 95134, during regular business hours for a period of no less than 10 days before the Special Meeting and will be available electronically at the Special Meeting.

The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present virtually or represented by proxy, will constitute a quorum at the Special Meeting. As of the Record Date, there were 53,105,895 shares of common stock outstanding and entitled to vote at the Special Meeting, meaning that 26,552,948 shares of common stock must be represented virtually or by proxy at the Special Meeting to have a quorum. In the event that a quorum is not present at the Special Meeting, it is expected that the meeting will be adjourned to solicit additional proxies to approve the proposal to adopt the Merger Agreement.

Vote Required; Abstentions and Broker Non-Votes

The affirmative vote of the holders of a majority of the shares of common stock that are issued and outstanding as of the Record Date is required to adopt the Merger Agreement. As of the Record Date, 26,552,948 shares constitute a majority of the outstanding shares of common stock. Adoption of the Merger Agreement by stockholders is a condition to the Closing of the Merger.

Under our bylaws, the affirmative vote of the holders of a majority of the voting power of the shares present virtually or represented by proxy at the Special Meeting and entitled to vote on the subject matter is required to approve, on an advisory (non-binding) basis, the Compensation Proposal.

Approval of the Adjournment Proposal, whether or not a quorum is present, requires the affirmative vote of a majority of the voting power of the shares present virtually or represented by proxy at the Special Meeting and entitled to vote on the subject matter.

22

An abstention represents a stockholder’s affirmative choice to decline to vote on a proposal. If a stockholder abstains from voting, that abstention will have the same effect as if the stockholder voted “AGAINST” the proposal to adopt the Merger Agreement and “AGAINST” the proposal to approve, on an advisory (non-binding) basis, the Compensation Proposal. For stockholders who attend the virtual meeting or are represented by proxy and abstain from voting, the abstention will have the same effect as if the stockholder voted “AGAINST” any proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies to approve the proposal to adopt the Merger Agreement if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. As a result, an abstention of any of the aforementioned proposals will be counted for purposes of determining the presence or absence of a quorum and will also count as votes against such proposal.

Each “broker non-vote” will also count as a vote “AGAINST” the proposal to adopt the Merger Agreement, but will have no effect on the Compensation Proposal or any Adjournment Proposal. A “broker non-vote” generally occurs when a bank, broker or other nominee holding shares on your behalf does not vote on a proposal because the bank, broker or other nominee has not received your voting instructions and lacks discretionary power to vote the shares. “Broker non-votes,” if any, will be counted for the purpose of determining whether a quorum is present. However, because none of the proposals to be voted on at the Special Meeting are routine matters for which brokers may have discretionary authority to vote, NeoPhotonics does not expect any broker non-votes at the special meeting. As such, if you fail to instruct your broker, bank or other nominee how to vote your shares, your shares will not be counted towards a quorum at the Special Meeting.

Shares Held by NeoPhotonics’ Directors and Executive Officers

As of the Record Date, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, 1,332,142 shares of common stock, representing approximately 2.5% of the shares of common stock outstanding on the Record Date (and approximately 6.0% of the shares of common stock outstanding when taking into account Company Options, Company RSUs, Company PRSUs and Company SAUs held, in the aggregate, by our directors and executive officers).

Our directors and executive officers have informed us that they currently intend to vote all of their respective shares of common stock (i) “FOR” the adoption of the Merger Agreement, (ii) “FOR” the approval, on an advisory (non-binding) basis, of the Compensation Proposal, and (iii) “FOR” the approval of the Adjournment Proposal.

Voting of Proxies

If, at the close of business on the Record Date, your shares are registered in your name with our transfer agent, American Stock Transfer & Trust Company, on the Record Date, you may cause your shares to be voted by returning a signed and dated proxy card in the accompanying prepaid envelope, or you may vote virtually at the Special Meeting. Additionally, you may grant a proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to grant a proxy electronically over the Internet or by telephone. Based on your proxy cards or Internet and telephone proxies, the proxy holders will vote your shares according to your directions.

If you plan to attend the Special Meeting and wish to vote virtually, you will need to enter the Control Number found next to the label “Control Number” on your proxy card voting instruction form, or in the email sending you the Proxy Statement. If you attend the Special Meeting, and vote virtually, your vote will revoke any previously submitted proxy. If your shares are registered in your name, you are encouraged to vote by proxy even if you plan to attend the Special Meeting virtually.

23

Voting instructions are included on your proxy card. All shares represented by properly signed and dated proxies received in time for the Special Meeting will be voted at the Special Meeting in accordance with the instructions of the stockholder. Properly signed and dated proxies that do not contain voting instructions will be voted (i) “FOR” the adoption of the Merger Agreement; (ii) “FOR” the approval, on an advisory (non-binding) basis, of the Compensation Proposal; and (iii) “FOR” the approval of the Adjournment Proposal.

If, at the close of business on the Record Date, your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting form provided by your bank, broker or other nominee or attending the Special Meeting and voting virtually with a “legal proxy” from your bank, broker or other nominee. If such a service is provided, you may vote over the Internet or telephone through your bank, broker or other nominee by following the instructions on the voting form provided by your bank, broker or other nominee. If you do not return your bank’s, broker’s or other nominee’s voting form, do not vote via the Internet or telephone through your bank, broker or other nominee, if possible, or do not attend the Special Meeting and vote virtually with a “legal proxy” from your bank, broker or other nominee, it will have the same effect as if you voted “AGAINST” the proposal to adopt the Merger Agreement but will not have any effect on the Compensation Proposal or the Adjournment Proposal.

Revocability of Proxies

If you are a stockholder of record entitled to vote at the Special Meeting, you may change your vote or revoke your proxy at any time before it is voted at the Special Meeting by:

If you have submitted a proxy, your virtual appearance at the Special Meeting will not have the effect of revoking your prior proxy; provided that you do not vote virtually or submit an additional proxy or revocation, which, in each case, will have the effect of revoking your proxy.

If you hold your shares of common stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote virtually at the Special Meeting if you obtain a “legal proxy” from your bank, broker or other nominee.

Adjournments and Recess

Although it is not currently expected, the Special Meeting may be adjourned or recessed to a later date or dates, including for the purpose of soliciting additional proxies, if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement or if a quorum is not present at the Special Meeting. Other than an announcement to be made at the Special Meeting of the time, date and place of an adjourned meeting, an adjournment generally may be made without notice. Any adjournment or recess of the Special Meeting for the purpose of soliciting additional proxies will allow the stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting as adjourned or recessed.

Board of Directors’ Recommendation

The Board of Directors, after considering various factors described in the section of this proxy statement captioned, “The Merger—Recommendation of the Board of Directors and Reasons for the Merger,” has unanimously: (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable,

24

(ii) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to and in the best interests of NeoPhotonics and its stockholders, (iii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, (iv) directed that the adoption of the Merger Agreement be submitted to a vote of the stockholders of NeoPhotonics at the Special Meeting and (v) resolved to recommend that the holders of shares of common stock adopt this Agreement in accordance with the applicable provisions of the DGCL.

Accordingly, the Board of Directors unanimously recommends, on behalf of NeoPhotonics, that you vote: (i) “FOR” the adoption of the Merger Agreement; (ii) “FOR” the approval, on an advisory (non-binding) basis, of the Compensation Proposal; and (iii) “FOR” the approval of the Adjournment Proposal.

Solicitation of Proxies

The expense of soliciting proxies will be borne by NeoPhotonics. We have retained Georgeson (“Solicitor”), a proxy solicitation firm, to solicit proxies in connection with the Special Meeting at a cost of approximately $25,000 plus expenses. We will also indemnify Solicitor against losses arising out of its provisions of these services on our behalf. In addition, we may reimburse banks, brokers and other nominees representing beneficial owners of shares for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by our directors, officers and employees, personally or by telephone, email, fax, over the Internet or other means of communication. No additional compensation will be paid for such services.

Anticipated Date of Completion of the Merger

Assuming timely satisfaction of necessary closing conditions, including the approval by stockholders of the proposal to adopt the Merger Agreement, we currently anticipate that the Merger will be consummated during the second half of 2022, although the Company cannot assure completion by any particular date, if at all. Since the Merger is subject to a number of conditions, the exact timing of the Merger cannot be determined at this time.

Delisting and Deregistration of Company Common Stock

If the Merger is completed, the shares of NeoPhotonics’ common stock will be delisted from NYSE, deregistered under the Exchange Act, and shares of NeoPhotonics’ common stock will no longer be publicly traded. As such, NeoPhotonics will no longer file periodic reports with the SEC on account of NeoPhotonics’ common stock.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on February 1, 2022

The proxy statement is available at ir.neophotonics.com by clicking on the link titled “Proxy Statements.”

Questions and Additional Information

If you have any questions concerning the Merger, the Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of common stock, please contact our proxy solicitor:

Georgeson

1290 Avenue of the Americas, 9th Floor

New York, NY 10104

Shareholders, Banks and Brokers

Call Toll Free:

866-295-4321

25

THE MERGER

This discussion of the Merger is qualified in its entirety by reference to the Merger Agreement, which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. You should carefully read and consider the entire Merger Agreement, which is the legal document that governs the Merger, because this document contains important information about the Merger and how it affects you.

Parties Involved in the Merger

NeoPhotonics Corporation

3081 Zanker Road

San Jose, California 95134

+1-408-232-9200

NeoPhotonics is a leading developer and manufacturer of lasers and optoelectronic solutions that transmit, receive and switch high-speed digital optical signals for Cloud and hyper-scale data center internet content provider and telecom networks. NeoPhotonics’ common stock is listed on NYSE under the symbol “NPTN.”

Lumentum Holdings Inc.

1001 Ridder Park Drive

San Jose, California 95131

+1-408-546-5483

Headquartered in San Jose, California, Parent is an industry leading provider of optical and photonic products addressing a range of end market applications including Optical Communications and Commercial Lasers for manufacturing, inspection and life science applications. Parent’s common stock is listed on NASDAQ under the symbol “LITE.” The principal executive offices of Parent are located 1001 Ridder Park Drive, San Jose, California 95131, and its telephone number is +1-408-546-5483.

Neptune Merger Sub, Inc.

1001 Ridder Park Drive

San Jose, California 95131

+1-408-546-5483

Merger Sub, a wholly owned subsidiary of Parent, is a Delaware corporation that was formed for the purpose of effecting the Merger. In the Merger, Merger Sub will be merged with and into NeoPhotonics, with NeoPhotonics surviving as a wholly owned subsidiary of Parent.

Effect of the Merger

Upon the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into NeoPhotonics, with NeoPhotonics continuing as the Surviving Corporation. As a result of the Merger, NeoPhotonics will become a wholly owned subsidiary of Parent, and our common stock will no longer be publicly traded and will be delisted from NYSE. In addition, our common stock will be deregistered under the Exchange Act, and we will no longer file periodic reports with the SEC. If the Merger is completed, you will not own any shares of the capital stock of the Surviving Corporation.

The Effective Time will occur upon the filing of a certificate of merger with the Secretary of State of the State of Delaware (or at such later time as we, Parent and Merger Sub may agree in writing and specify in the certificate of merger).

26

Effect on NeoPhotonics if the Merger is Not Completed

If the Merger Agreement is not adopted by NeoPhotonics stockholders, or if the Merger is not completed for any other reason:

Merger Consideration

At the Effective Time, and without any further action on the part of the parties or any NeoPhotonics stockholder, each share then outstanding immediately prior to the Effective Time (other than Cancelled Shares, and Dissenting Shares) will be canceled and cease to exist and automatically converted into the right to receive an amount in cash equal to the Merger Consideration upon the surrender of (i) certificates representing your shares of NeoPhotonics common stock and (ii) uncertificated shares of your NeoPhotonics common stock, in each case, in the manner provided in Section 2.8 of the Merger Agreement (or in the case of a lost, stolen or destroyed Certificate, upon delivery of an affidavit (and bond, if required) in the manner provided in Section 2.10 of the Merger Agreement) (For more information, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Exchange and Payment Procedures”), without interest thereon and after giving effect to any required tax withholdings.

After the Merger is completed, you will have the right to receive the Merger Consideration, but you will no longer have any rights as a stockholder (except that stockholders who properly exercise their appraisal rights may have the right to receive payment for the “fair value” of their shares determined pursuant to an appraisal proceeding, as contemplated by the DGCL). For more information, please see the section of this proxy statement captioned “—Appraisal Rights.”

27

Background of the Merger

In the ordinary course of business, the Company’s board of directors (the “Board”), together with its senior management, regularly review and assess the Company’s operations, financial performance, and competitive position and relevant industry developments and, in connection with this review and assessment, periodically consider, and have discussed with other parties, potential strategic acquisitions, strategic alliances, joint ventures, business combinations, financing options and other strategic alternatives that might advance the Company’s strategic objectives. In connection with such reviews, on January 13, 2016, the Board had formed a strategic committee (the “Strategic Committee”) to assist with efficient and responsive oversight and management of such strategic matters. The Strategic Committee for the period of time referenced below consisted of Charles J. Abbe, Rajiv Ramaswami and Michael J. Sophie and the Board determined it advisable to engage them to help oversee and manage the discussions with Lumentum and other potential strategic acquirors. Similarly, on January 12, 2016, the Company also engaged Union Square, the Company’s financial advisor, to assist with such ongoing strategic reviews and such engagement was renewed and continued during the period of time referenced below.

Over time, Tim Jenks, President and Chief Executive Officer of the Company, and Alan Lowe, President and Chief Executive Officer of Lumentum, have occasionally had informal discussions regarding trends and developments in their respective industries.

On August 17, 2020, the U.S. Department of Commerce’s Bureau of Industry and Security released a final rule significantly expanding U.S. export controls restrictions on certain items reexported, exported from abroad, or transferred (in-country) in transactions involving Huawei Technologies (the “Huawei Restrictions”), which was the largest volume customer of the Company at that time.

On August 26, 2020, Mr. Lowe contacted Mr. Jenks to discuss recent developments in the industry, including the Huawei Restrictions. These discussions did not include any discussion of a potential strategic acquisition.

On August 31, 2020, the Company held a public teleconference call providing an update on the Company’s views of the potential material impact of the Huawei Restrictions on its business.

On September 2, 2020, Mr. Lowe called Mr. Jenks. During the call, Mr. Lowe expressed Lumentum’s interest in pursuing a strategic acquisition of the Company. During the call, Mr. Lowe sent to Mr. Jenks via email a non-binding preliminary indication of interest letter (the “September 2, 2020 Proposal”), which contemplated an all-cash merger in which the Company would become a wholly owned subsidiary of Lumentum and the Company’s stockholders would receive $10.50 for each share of Company common stock (this corresponded to an implied 45% premium to the $7.23 closing price per share of Company common stock on September 2, 2020).

Later that day, Mr. Jenks shared the September 2020 Proposal and related email with the Strategic Committee and Union Square and Cooley LLP (“Cooley”), the Company’s legal counsel. Mr. Jenks also informed other members of the Board individually regarding the receipt of the September 2, 2020 Proposal and that it would be reviewed with the Strategic Committee.

On September 4, 2020, the Strategic Committee met, with senior management and representatives of Union Square and Cooley in attendance. Management reviewed the terms of the September 2, 2020 Proposal. Representatives of Union Square then provided an overview of the Company’s recent performance and outlook, developments in the Company’s industry, and considerations for a review of potential strategic alternatives. The Strategic Committee discussed the possibility of pursuing a sale process and other strategic alternatives, including an equity or convertible capital raise, debt refinancing, divestitures, and the acquisition of non-core assets from competitors. The Strategic Committee also discussed a potential response to the September 2, 2020 Proposal and potential outreach to other third parties. Representatives of Union Square identified potential

28

strategic acquirors for the Company to consider contacting in connection with such outreach. After further discussion, the Strategic Committee directed representatives of Union Square to develop a suggested approach on a response to Lumentum and potential further outreach, and that these matters would be further considered by the Strategic Committee at a subsequent meeting.

On September 7, 2020, the Strategic Committee met, with senior management and representatives of Cooley and Union Square also in attendance. Representatives of Union Square reviewed the financial terms of the September 2, 2020 Proposal with the Strategic Committee. Representatives of Union Square provided an overview of the current financial performance of the Company, which included a discussion of the Company’s stock trading performance over the last 12 months, selected analyst commentary, and the Company’s stock performance against peer companies. Representatives of Union Square then reviewed certain preliminary financial analyses. Based on these presentations and discussions, the Strategic Committee reached the consensus that the September 2, 2020 Proposal undervalued the Company but that engaging with Lumentum could result in an actionable proposal. In addition, members of the Strategic Committee expressed interest in conducting a targeted market check to gauge interest from other logical potential strategic acquirers. The Strategic Committee believed a more targeted market check was appropriate because it balanced the ability to gauge potential interest from those strategic acquirers that would be most likely to submit a competitive offer against the risk of a potential leak and other risks associated with such solicitations, including the effects that a leak could have on the Company’s operations and ability to retain employees and the distraction or disruption to senior management that could result from a public or broader market check. Representatives of Union Square identified a group of potential strategic acquirers to contact, and the Strategic Committee evaluated the list, with input from senior management. In the course of these discussions, the Strategic Committee considered the stated and perceived strategic priorities of these potential parties, prior interest of and past conversations with these parties, strategic fit with the Company, financing capabilities, potential for synergies, and potential regulatory risks. Representatives of Cooley provided an overview of the fiduciary duties attendant to responding to an unsolicited proposal and in connection with a potential strategic process. Following discussion, the Strategic Committee authorized and directed Mr. Jenks and Union Square to engage in further discussions with Lumentum to seek more favorable terms and to contact certain additional counterparties about potentially pursuing a strategic acquisition of the Company.

During the months of September and October 2020, Mr. Jenks and representatives of Union Square contacted and had conversations with certain additional potential counterparties as authorized by the Strategic Committee, including as detailed below. In connection with such solicitations, the Company entered into non-disclosure agreements with certain parties to provide additional due diligence information. Each of the non-disclosure agreements entered into with the counterparties had a standstill agreement; however, none of the standstill agreements would preclude the counterparty from making a confidential acquisition proposal to acquire the Company.

On September 9, 2020, Mr. Jenks had a call with Mr. Lowe to convey the Strategic Committee’s feedback, including that the Strategic Committee believed that the September 2, 2020 Proposal undervalued the Company. Mr. Jenks noted, however, that the Company may be open to providing limited due diligence information about the Company’s business and strategic opportunities in order to allow Lumentum to improve the September 2, 2020 Proposal. Mr. Lowe and Mr. Jenks agreed to schedule a follow up business diligence session for September 15, 2020.

On September 11, 2020, Mr. Jenks had a call with the Chief Executive Officer of Party A to assess the strategic interest of Party A in considering a combination. Later that day, Senior management of the Company and Party A had a meeting. They discussed industry trends, management plans, strategic combination alternatives and structures and potential customer reaction. The parties agreed to schedule additional time for further discussions.

On September 11, 2020, Mr. Jenks also had a call with a senior executive of Party B to assess the strategic interest of Party B in considering a combination. They discussed the strategic direction of the two companies and certain specific areas of interest. Party B agreed to provide additional feedback regarding their interest within two weeks.

29

Also on September 11, 2020, the Strategic Committee met, with senior management and representatives of Union Square and Cooley in attendance. Management provided an update on the Company’s strategic process and the discussions that had taken place since the last meeting. Representatives of Union Square then discussed certain process considerations. Following discussion, the Strategic Committee authorized management to share additional business diligence with Lumentum and to continue the targeted outreach.

On September 14, 2020, Mr. Jenks had a call with a senior executive of Party C to assess the strategic interest of Party C in considering a combination. They discussed the strategic direction of the two companies and certain specific focus areas of interest. Later that day, Mr. Jenks had a call with another executive of Party C to further discuss the interest of Party C in a possible combination and the process to be followed for further discussions. The executive of Party C said that they had strategic interest, but were pursuing another transaction that would preclude timely focus on this inquiry. Mr. Jenks and the executive agreed to keep communications open should directions change between either party.

On September 15, 2020, the Company and Lumentum entered into a non-disclosure agreement, which included a 30-day standstill agreement.

Also on September 15, 2020, the Company’s senior management met with Party A’s management team. During the meeting, the Company’s senior management presented information regarding its recent business performance and certain near- and longer-term strategic opportunities available to it. The Company presented its views on current dynamics and trends that would affect the Company and its financial performance. The representatives of the Company and Party A also discussed the strategic merits of the potential strategic acquisition, including the potential to attract more customers, to combine efforts and invest more in research and development with increased scale. The representatives of the Company and Party A also discussed the strategic fit of the products and technologies of each company.

Later on September 15, 2020, the Company’s senior management met with Lumentum’s management team. During the meeting, the Company’s senior management presented information regarding its recent business performance and certain near- and longer-term strategic opportunities available to it. The Company presented its views on current dynamics and trends that would affect the Company and its financial performance. The representatives of the Company and Lumentum also discussed the strategic merits of the potential strategic acquisition, including the potential to attract more customers, invest more in research and development with increased scale, and the cultural fit between the two companies.

Later that day, the Strategic Committee met, with senior management and representatives of Union Square and Cooley in attendance, to discuss the status of the outreach process and discussions with Lumentum. Representatives of Union Square made a presentation assessing potential strategies for maximizing the valuation of the Company in the strategic process and reviewed approaches for handling potential unsolicited offers. Representatives of Cooley made a presentation on various matters relating to mergers and acquisitions, including a review of the fiduciary duties of directors in the context of potential or actual change in control transactions, typical tactics of prospective acquirers, appropriate reactions by target companies in various scenarios, the role and responsibilities of corporate boards of directors in potential change in control situations, and applicable judicial review standards. Representatives of Cooley also responded to questions from the Board on such matters. Senior management and representatives of Union Square updated the Board on the status of the strategic process, the meeting with Lumentum and Mr. Jenks’ discussions held with Party A, Party B and Party C. The Strategic Committee directed management to continue discussions with Lumentum, as well as with Party A and Party B. Party C was excluded because it had expressed that it would not proceed with a strategic transaction at such time.

On September 16, 2020, representatives of Union Square spoke with representatives of Deutsche Bank Securities Inc. (“Deutsche Bank”), Lumentum’s financial advisor, about the due diligence process, including how to deal with competitively sensitive information.

30

On September 22, 2020, Mr. Jenks held a call with the Chief Executive Officer of Party A to address questions he posed regarding the Company’s business.

Also on the same day, the Strategic Committee met, with senior management and representatives of Union Square and Cooley in attendance. Management provided the Strategic Committee with an update on the strategic process. Representatives of Union Square then reviewed certain preliminary financial analyses with the Strategic Committee and discussed certain potential strategies for maximizing the valuation of the Company in the strategic process. Following discussion, the Strategic Committee then provided management and its advisors with feedback on the strategic process and directed management to continue to engage in discussions with Lumentum and gauge interest from certain other parties.

On September 23, 2020, Mr. Jenks spoke with the Chief Executive Officer of Party A, who indicated that Party A may be interested in acquiring certain assets of the Company in a multi-party transaction, but that it was not interested in pursuing a strategic acquisition of the Company as a whole.

On September 24, 2020, Mr. Jenks and Mr. Lowe spoke. During the conversation, Mr. Lowe reiterated Lumentum’s desire to transact on the terms set forth in the September 2, 2020 Proposal. Mr. Jenks noted that the Board had considered Lumentum’s interest and its strategic rationale for the transaction, but reiterated that the Board believed that the September 2, 2020 Proposal undervalued the Company and was not actionable.

On or about September 25, 2020, Mr. Jenks spoke with a senior executive of Party B, who indicated that Party B may be interested in acquiring certain assets of the Company if the Company were to pursue such a path, but that it was not interested in pursuing a strategic acquisition of the Company as a whole.

On September 25, 2020, the Strategic Committee met, with senior management and representatives of Union Square and Cooley also in attendance, to discuss the latest updates regarding the strategic process. Senior management provided a further update on the status of discussions, including updates on discussions with Party A and Party B, the ramifications of pursuing a transaction for certain assets of the Company, as well as an update on due diligence discussions with Lumentum. After discussion, the Strategic Committee requested that Union Square contact representatitves of Deutsche Bank to again communicate that the current proposal did not reflect the intrinsic value of the Company.

On September 27, 2020, at the direction of the Strategic Committee, representatives of Union Square spoke with representatives from Deutsche Bank. Representatives of Union Square told representatives of Deutsche Bank that the Strategic Committee had determined that the September 2, 2020 Proposal did not reflect the intrinsic value of the Company and that Lumentum would need to submit a higher proposal in order for discussions to progress. Based upon the direction of Lumentum, the representatives of Deutsche Bank told the representatives of Union Square that Lumentum did not intend to increase the per share price set forth in the September 2, 2020 Proposal and that Lumentum would pursue other alternatives instead.

Following the call, representatives of Union Square provided Mr. Jenks with a summary of their discussions with representatives of Deutsche Bank. Mr. Jenks contacted each member of the Strategic Committee to provide the same update as well. During these calls, members of the Strategic Committee provided Mr. Jenks with feedback, including that senior management should consider sharing confidential information regarding upcoming product and customer related developments to give further context on why the Strategic Committee had determined that the September 2, 2020 Proposal failed to adequately capture the full value of the Company.

On September 28, 2020, Mr. Jenks and Mr. Lowe spoke to discuss the status of the discussions and negotiations between the parties. Mr. Jenks reiterated that the September 2, 2020 Proposal undervalued the Company and outlined why the Company’s upcoming product and customer developments supported that view, including growth in high speed products and progress with new coherent module products. At the end of this conversation, Mr. Lowe told Mr. Jenks that Lumentum would not bid against itself and asked Mr. Jenks to make a counterproposal.

31

On September 29, 2020, at the direction of Lumentum, representatives of Deutsche Bank told representatives of Union Square that Lumentum would consider increasing its offer price in response to a specific counteroffer that was sanctioned by the Board.

Also on September 29, 2020, the Strategic Committee met, with senior management and representatives of Union Square and Cooley also in attendance, to discuss the feedback from Union Square regarding their conversation with representatives of Deutsche Bank. The Strategic Committee considered the feedback received, the prospects of countering with a price and discussed the pros, cons and other factors to consider in a response. The Strategic Committee asked for certain additional information and scheduled a meeting for the following day.

On September 30, 2020, the Strategic Committee met, with senior management and representatives of Union Square and Cooley also in attendance. Management provided a market overview and discussed its preliminary 2021 operating plan and certain preliminary long-term financial forecasts taking into account the Huawei Restrictions. Representatives of Union Square then discussed certain preliminary financial analyses. The Strategic Committee discussed these matters, with input from management and representatives of Union Squares, which discussion included the risks associated with continuing to operate as a standalone company.

On October 3, 2020, the Board met, with senior management and representatives of Union Square and Cooley. Senior management provided an update on the business and the progress with customers on new products and presented on the impacts on the Company of the tightened Huawei Restrictions. Management further updated the Board on the status of conversations with the potential counterparties to a strategic transaction, including Lumentum, and Lumentum’s requirement for a counterproposal to consider increasing the value of the September 2, 2020 Proposal. Following up on a similar presentation to the Strategic Committee on September 30, 2020, management presented its preliminary 2021 operating plan and certain preliminary long-term financial forecasts taking into account the loss of Huawei revenue. The Board discussed such matters, including the risks associated with operating as a standalone company. Representatives of Union Square reviewed preliminary financial analyses to assist the Board in its consideration of an appropriate counteroffer. The Board discussed the financial analyses, other strategic opportunities available to the Company, the interest from other parties that had been contacted, including interest in parts of the Company, the competitive landscape, including with respect to risk management and technologies, the impact of the Huawei Restrictions on the business, and other risks to the Company’s performance that could develop, including with respect to its business in China. The Board also discussed the merits of including Lumentum stock as part of the consideration but ultimately determined that it made strategic sense to make an all-cash counterproposal and verbally communicate the Board’s willingness to consider a stock component. After discussion, the Board authorized a counterproposal of $12.00 per share in cash, and instructed Union Square to present the counterproposal to representatives of Deutsche Bank, following the Company’s announcement on restructuring initiatives and preliminary third quarter financial results on October 5, 2020. The Board also determined that a price per share of less than $12.00 would not reasonably be expected to be superior to the standalone prospects of the Company, and authorized that message to be communicated to representatives of Lumentum as well, if necessary.

On October 5, 2020, representatives of Union Square presented to representatives of Deutsche Bank the Company’s counterproposal of $12.00 per share in cash (the “October 5, 2020 Counterproposal”) and discussed the October 5, 2020 Counterproposal with representatives of Deutsche Bank. As part of these discussions, representatives of Union Square explained the Company’s rationale for the October 5, 2020 Counterproposal and also noted that the Board may be open to some stock consideration so that the Company’s stockholders could potentially benefit from any future appreciation in the combined company. The representatives of Deutsche Bank affirmed that they would inform Lumentum of the October 5, 2020 Counterproposal.

On October 6, 2020, a representative of Party D reached out to a senior executive at the Company to request that Mr. Jenks schedule a call with Party D’s Chief Executive Officer to discuss strategic directions of both companies. The call was scheduled for October 10, 2020.

32

Also on October 6, 2020, the Strategic Committee met, with senior management and representatives of Union Square and Cooley in attendance, to discuss the outreach of Party D to the Company, and to discuss the prospects of a potential transaction with Party D. The Strategic Committee requested additional information about Party D and directed Mr. Jenks to continue discussions with Party D, in addition to Lumentum.

On October 7, 2020, Lumentum submitted a revised confidential, non-binding indication of interest (the “October 7, 2020 Proposal”), proposing an all-cash merger in which the Company would become a wholly owned subsidiary of Lumentum and the Company’s stockholders would receive $11.00 for each share of Company Common Stock (representing an implied 66% premium to the closing price of $6.64 on October 6, 2020).

On October 8, 2020, Strategic Committee met, with senior management and representatives of Union Square and Cooley in attendance, to discuss the October 7, 2020 Proposal and updates to discussions with other strategic parties. Representatives of Union Square reviewed preliminary financial analyses for the October 7, 2020 Proposal and a potential transaction timeline. Management further discussed growth prospects for the Company’s business both independently and with Lumentum, and discussed near term milestones for each of the Company’s new business growth prospects, and which of these should be discussed further with Lumentum. Following discussion, the Strategic Committee reaffirmed, consistent with the discussions at the October 3, 2020 meeting, that the October 7, 2020 proposal undervalued the Company. The Strategic Committee authorized Mr. Jenks to provide Mr. Lowe with the Board’s and the Strategic Committee’s views of and response to the October 7, 2020 Proposal.

On October 9, 2020, Mr. Jenks had a call with Mr. Lowe to discuss the October 7, 2020 Proposal. Mr. Jenks reiterated the Board’s confidence in the Company’s business prospects and expressed that Company’s continuing interest in further dialogue with Lumentum, but the Board believed that October 7, 2020 Proposal undervalued the Company. Mr. Jenks stated that the Board remained open to transaction at $12.00 per share, and asked Mr. Lowe to express additional items about which he would require further information to close the gap on transaction price. Mr. Lowe noted that Lumentum’s standstill agreement with the Company would expire in a week; then indicated he would discuss this update with Lumentum’s board of directors. There were no further communications between the parties or their financial advisors over the course of October.

Also on October 9, 2020, Mr. Jenks received a call from the Chief Executive Officer of Company E, requesting a dinner meeting on October 16, 2020.

On October 10, 2020, Mr. Jenks spoke with the Chief Executive Officer of Party D who expressed interest in exploring a potential strategic acquisition. Mr. Jenks noted that they could have a more detailed discussion following execution of a non-disclosure agreement. The non-disclosure agreement with Party D was executed on October 16, 2020. No provision in the Party D non-disclosure agreement would prevent Party D from making a confidential acquisition proposal.

On October 14, 2020, the Strategic Committee met, with senior management and representatives of Union Square and Cooley in attendance. Senior management and representatives of Union Square updated the Strategic Committee on developments in the strategic process over the past few days, including Mr. Jenks’ conversation with Mr. Lowe. Representatives of Union Square also discussed the implications of the standstill with Lumentum expiring on October 15, 2020. Representatives of Cooley also reviewed the Board’s fiduciary duties in such context.

On October 16, 2020, Mr. Jenks had a call with the Party D’s Chief Executive Officer to further discuss Party D’s interest in a potential strategic combination. They discussed strategic rationale for a combination, as well as certain points relating to industry position and trends, growth prospects, and potential to enhance the rate of innovation in technology while expanding scale available to customers. They also discussed regulatory approval requirements and the time that would be dedicated to such efforts. Party D’s Chief Executive Officer

33

told Mr. Jenks that they would provide more details and related diligence requests quickly. Party D’s Chief Executive Officer further told Mr. Jenks that, although they were interested in a transaction with the Company, such transaction would require a third-party approval that it was not certain Party D could obtain. Mr. Jenks and Party D’s Chief Executive Officer agreed to have a follow up discussion if Party D could proceed with making an offer.

Also on October 16, 2020, Mr. Jenks had a dinner meeting with the Chief Executive Officer of Party E, who was one of the parties that the Strategic Committee authorized management and the Company’s advisors to contact about a potential strategic transaction. During this meeting, they discussed the industry direction, impact of the Huawei Restrictions, recent transactions and ongoing industry trends. The Chief Executive Officer of Party E expressed admiration for the Company while suggesting there may be an occasion for further discussions. No confidential information was shared at this meeting.

On October 19, 2020, Mr. Jenks received an inquiry from an executive of Party C, asking if there were developments that would warrant further discussion and whether the Company would be willing to provide specific information on certain parts of the Company’s business. Mr. Jenks did not commit to providing such additional information, given Party C’s expressed unwillingness to engage with the Company regarding a strategic transaction.

On October 20, 2020, representatives of the Company held a management call with representatives of Party D to further discuss strategic rationale for a combination and address initial diligence questions about the Company’s business, products, programs and operations.

Also on October 20, 2020, the Strategic Committee met, with senior management and representatives of Union Square, and Cooley in attendance, to discuss progress in discussions with Party C, Party D and Party E and the prospects with each of these companies.

On October 27, 2020, the Board met for a regularly scheduled meeting, with senior management and representatives of Union Square and Cooley in attendance. Among other matters discussed at this meeting, the Strategic Committee and management provided the Board with an update on the strategic process since the October 3 Board meeting.

On November 7, 2020, Mr. Lowe called Mr. Jenks. During this conversation, Mr. Lowe expressed Lumentum’s interest in re-engaging with the Company. Mr. Jenks communicated that while the Company was open to discussing the opportunity, the Board and the Strategic Committee had determined that $11.00 per share price was inadequate and that such price as not an appropriate basis upon which to proceed. In addition, Mr. Jenks communicated that the Company’s positive third-quarter earnings results released on November 2, 2020—despite the Huawei Restrictions and the effects of the COVID-19 pandemic—reflected the Company’s commercial momentum. Mr. Jenks also noted that the Board’s belief that the Company’s new products would have commercial success and further accelerate the Company’s growth. In response, Mr. Lowe asked that the Company respond to a list of additional due diligence requests, expressing interest in better understanding the Company’s new products and related commercial opportunities.

On November 10, 2020, the Strategic Committee met, with senior management and representatives of Union Square and Cooley in attendance. Management updated the Strategic Committee on developments in the strategic process over the past week, including renewed discussions with Lumentum and the status of communications with other prospective counterparties to a strategic transaction. Representatives of Union Square also presented a summary of preliminary financial analyses to assist the Strategic Committee in its evaluation of the strategic process. Following discussion, the Strategic Committee then provided guidance to management and representatives of Union Square on how to continue negotiations with Lumentum and authorized the sharing of additional due diligence information.

34

On November 11, 2020, Mr. Jenks spoke with Mr. Lowe and shared certain due diligence materials. Mr. Jenks further expressed the Company’s optimism for growth in high speed products, and underscored the confidence of the Board. Mr. Lowe asked further questions about each of these topics, and discussed potential synergies that could be driven from the geographic proximity of the companies. He further expressed Lumentum’s continued interest in a transaction with the Company, and asked questions about a mix of cash and Lumentum stock being included in an offer.

On November 13, 2020, Lumentum submitted a confidential, non-binding indication of interest (the “November 13, 2020 Proposal”), proposing an all-cash merger in which the Company would become a wholly owned subsidiary of Lumentum and the Company’s stockholders would receive $12.00 for each share of Company Common Stock (representing an implied 52% premium to the closing price of $7.87 per share on November 12, 2020).

On November 15, 2020, the Strategic Committee met, with senior management and representatives of Union Square and Cooley in attendance. Management reviewed the terms of the November 13, 2020 Proposal and other developments in the strategic process since the last meeting. Management also updated the Strategic Committee on other commercial and strategic developments at the Company over the past month. Representatives of Union Square also presented a preliminary analysis of the November 13, 2020 Proposal under various financial metrics. The Strategic Committee then discussed the Company’s developments since it had made the $12.00 counterproposal, including the Company’s recent commercial success, expectations around the Company’s new products and related product opportunities, and the potential value that the Company could unlock through certain real estate transactions. Based on this discussion, the Strategic Committee determined that the November 13, 2020 Proposal undervalued the Company because it did not adequately capture the value that the Company could unlock through those certain real estate transactions. In light of this, the Strategic Committee proposed using a contingent value right (“CVR”) that would deliver such value to the Company’s stockholders in a transaction. In connection with these discussions, representatives of Union Square and Cooley answered questions and discussed certain strategic considerations when using CVRs in a strategic transaction. Following discussion, the Strategic Committee authorized management and representatives of Union Square Advisers to make a counterproposal consisting of $12.00 per share in cash and a CVR that would become payable upon the successful divestiture of certain real estate assets.

On November 16, 2020, representatives of Union Square presented to representatives of Deutsche Bank the Company’s counterproposal of $12.00 per share in cash and a CVR that would become payable upon the successful divestiture of certain real estate assets (the “November 16, 2020 Counterproposal”) and discussed the November 16, 2020 Counterproposal with representatives of Deutsche Bank.

On November 17, 2020, Mr. Jenks had a conversation with Mr. Lowe about the November 16 Counterproposal. Mr. Lowe rejected the November 16 Counterproposal and indicated that Lumentum would not pursue a transaction that included a CVR and that Lumentum had already included in its valuation of the Company the value of the Company’s real estate. In light of this position, Mr. Lowe asked Mr. Jenks for a fixed price counterproposal supported by the Board. Mr. Jenks indicated that he would communicate his response to the Board and ask them to consider such a counterproposal.

On November 18, 2020, the Board met, with senior management and representatives of Union Square and Cooley also in attendance. Management and representatives of Union Square updated the Board with respect to the recent negotiations with Lumentum. Representatives of Union Square discussed the terms of the November 13, 2020 Proposal. Management and representatives of Union Square discussed the fact that Lumentum was not interested in using a CVR in the transaction and indicated that they had already included some of the value for the real estate in its offer. The Board discussed what an all cash counterproposal could be. Following discussion, the Board provided input to management and Union Square on preparing a response to Lumentum, with Mr. Abbe (in his role as lead independent director and a member of the Strategic Committee) being authorized to assist in the review of the proposed response. This input included an all-cash share price to be presented to Lumentum.

35

On November 19, 2020, with Mr. Abbe’s authorization, Mr. Jenks delivered a counterproposal to Mr. Lowe, proposing that Lumentum acquire each outstanding share of Company Common Stock for $12.50 in cash.

On November 20, 2020, Lumentum submitted a written, non-binding indication of interest (the “November 20, 2020 Proposal”), proposing an all-cash merger in which the Company would become a wholly owned subsidiary of Lumentum and the Company’s stockholders would receive $12.50 for each share of Company Common Stock (representing an implied 55% premium to the closing price of $8.07 per share on November 19, 2020).

On November 22, 2020, Mr. Jenks and representatives of Union Square held a call with representatives of Lumentum and Deutsche Bank, during which they discussed diligence items, scheduling of diligence meetings, and the timing of events leading up to a potential announcement of the strategic transaction.

Also on November 22, 2020, Mr. Jenks spoke with Party D’s Chief Executive Officer, who indicated that Party D could not pursue strategic transaction discussions with the Company at the current time.

Between November 24, 2020, and December 12, 2020, representatives of Lumentum, with assistance from representatives of Deutsche Bank, and Wilson Sonsini Goodrich & Rosati (“Wilson Sonsini”), Lumentum’s outside legal counsel, engaged in various due diligence calls with representatives of the Company and Union Square. From the end of November through the beginning of January, the parties negotiated, with the assistance of their advisors, the terms of the proposed merger agreement.

On December 7, 2020, Party F, a technology collaborator of the Company reached out to Mr. Jenks expressing interest to potentially purchase a minority stake of the Company through a strategic investment. Although the Company remained open to discussing such proposal with Party F during the time period set forth below, Party F did not submit a proposal to the Company for consideration.

On December 8, 2020, the Strategic Committee met, with senior management and representatives of Union Square and Cooley in attendance, to discuss the status of the diligence process and negotiations with Lumentum. Management provided the Strategic Committee with an update on the transaction process. During the meeting, representatives from Cooley reviewed a number of key topics regarding the draft merger agreement from Lumentum. In addition, after discussion of whether it would make sense to reengage with parties that had previously declined to discuss a strategic transaction with the Company, the Strategic Committee determined that management should contact Party E again to inform them that the Company continued to consider an acquisition and ask Party E if they would like to engage in discussions.

On December 9, 2020, at the direction of the Strategic Committee, Mr. Jenks spoke with the Chief Executive of Party E to discuss its interest in a potential strategic acquisition. The Chief Executive Officer of Party E indicated that it would need to discuss such matter internally and that the Chief Executive Officer of Party E would endeavor to get back to Mr. Jenks by the end of the coming weekend.

On December 13, 2020, the Chief Executive Officer of Party E and Mr. Jenks held a call where the Chief Executive Officer of Party E informed Mr. Jenks that, although Party E was interested in a potential acquisition, they would likely need more time and information, as well as approval from Party E’s board of directors before it could submit a proposal.

Also on December 13, the Strategic Committee met, with senior management and representatives of Union Square and Cooley in attendance. Management provided an update on the overall strategic process, particularly recent discussions with Party E. Management and representatives of Cooley and Union Square updated the Strategic Committee on the Company’s negotiations with Lumentum.

On December 14, 2020, Party E and the Company executed a non-disclosure agreement which did not contain standstill provisions and would not prevent Party E from making an acquisition proposal. Following

36

execution of the non-disclosure agreement with Party E, representatives of the Company and Union Square conducted a number of due diligence meetings with Party E and its financial advisor between December 14, 2020 and December 31, 2020.

On December 15, 2020, the Strategic Committee met, with senior management and representatives of Union Square and Cooley in attendance. Management provided an update on the overall strategic process, including continued activities with Lumentum and recent discussions with Party E. Representatives of Union Square discussed preliminary financial analyses prepared in advance of the meeting. Representatives of Cooley also provided an update to the Strategic Committee on the status of negotiations of a definitive agreement with Lumentum and key open issues.

On December 16, 2020, the Board met, with senior management and representatives of Union Square and Cooley in attendance. As part of this meeting, the Board received an update on the strategic process and the status of negotiations with Lumentum from management. Representatives of Union Square reviewed a summary of the key transaction terms, including items under current negotiation with Lumentum. Representatives of Union Square also presented preliminary financial analyses to the Board to assist with its deliberations regarding the terms of the transaction with Lumentum.

On December 19, 2020, the Board met, with senior management and representatives of Union Square and Cooley in attendance. Management provided an update on market and competitive developments affecting the Company. Management then provided an update on the overall strategic process, including continued negotiations with Lumentum and discussions with Party E. Representatives of Cooley led a discussion concerning the proposed terms of the merger agreement received from Lumentum. Following discussion, the Board directed management and the Board’s advisors to continue conversations and facilitate due diligence with Party E to see if it could facilitate a strategic transaction on the same timeline as Lumentum. The Board also authorized and directed management and the Board’s advisors to continue negotiating the proposed terms of a strategic acquisition with Lumentum.

On January 4, 2021, Party E’s Chief Executive Officer informed Mr. Jenks that Party E would not be submitting a proposal with respect to a strategic acquisition at such time. Following this conversation, the Strategic Committee met, with senior management and representatives of Union Square also in attendance, to discuss both the recent developments regarding Party E and the ongoing negotiations with Lumentum.

Also on January 4, the Strategic Committee met, with senior management and representatives of Union Square and Cooley in attendance. Management provided an update on the recent development regarding Party E and the ongoing negotiations with Lumentum.

On January 5, 2021, Mr. Jenks and Mr. Lowe had a conversation regarding the status of the due diligence and negotiation of the merger agreement between the Company and Lumentum.

On January 13, 2021, the Board met, with senior management and representatives of Union Square and Cooley in attendance. As part of this meeting, management and representatives of Union Square provided an update on the status of negotiations with Lumentum.

On January 19, 2021, Lumentum announced an agreement to acquire Coherent, Inc. Following the announcement, Lumentum halted its strategic conversations, due diligence and merger agreement negotiations with the Company.

Between February 8, 2021 and March 25, 2021, two parties submitted multiple topping bids to acquire Coherent.

On March 4, 2021, Mr. Lowe reached out to Mr. Jenks asking for a call. The next day, Mr. Lowe asked Mr. Jenks whether the Company would be interested in reengaging in strategic acquisition discussions with

37

Lumentum. Mr. Jenks told Mr. Lowe that he was available to discuss any proposals that Lumentum might have, but the Company was not actively pursuing a transaction at the time. After this call, Mr. Jenks did not have further communications with representatives of Lumentum until June 1, 2021.

On March 25, 2021, Coherent terminated its merger agreement with Lumentum.

On April 27, 2021, the Board met, with representatives of Cooley in attendance. As part of this meeting, the Board discussed developments with respect to the Company’s business and operating plans and the filing of a Form S-3 shelf registration statement for a potential future equity offering. Management also updated the Board on various strategic topics, including recent industry developments and possible opportunities. After discussion, the Board also provided guidance to Mr. Jenks in the event of an unsolicited inbound inquiry from Lumentum, which the Board considered a likely scenario in light of Lumentum’s termination of its acquisition of Coherent and the prior outreach from Mr. Lowe earlier in the year.

On May 29, 2021, at the direction of Lumentum, representatives of Deutsche Bank called representatives of Union Square, stating that Lumentum was interested in having discussions with the Company with respect to a potential strategic acquisition. Representatives of Union Square conveyed that message to Mr. Jenks. A call between Mr. Lowe and Mr. Jenks was then scheduled for June 1, 2021.

On June 1, 2021 Mr. Lowe spoke to Mr. Jenks expressing Lumentum’s interest in a strategic acquisition. Mr. Jenks told Mr. Lowe that the Board would evaluate a proposal should Lumentum decide to submit one.

On June 4, 2021, a senior executive at Lumentum, informed representatives of Union Square that Lumentum would be submitting a strategic acquisition proposal to the Company. He also noted that Lumentum would retain a new financial advisor, Goldman Sachs & Co. LLC, to advise it on the transaction.

Later that day, Mr. Lowe called Mr. Jenks to outline the terms of a new proposal (the “June 4, 2021 Proposal”), which Mr. Lowe then submitted in writing. The revised non-binding indication of interest proposed acquiring the Company in an all-cash merger in which the Company would become a wholly owned subsidiary of Lumentum and the Company’s stockholders would receive $13.00 for each share of Company common stock (the proposal represented an implied 22.1% premium to the closing price of $10.65 per share on June 4, 2021).

On June 6, 2021, the Strategic Committee met, with senior management and representatives of Union Square and Cooley in attendance. Mr. Jenks reviewed the terms of the June 4, 2021 Proposal with the Strategic Committee. The Strategic Committee discussed, with input from Union Square and management, the Company’s standalone prospects, including its near- and long-term commercial trends and outlook, the potential interest of other strategic acquirors who would be reasonably likely to have an interest in a strategic acquisition with the Company and the Company’s intrinsic value. Based on this discussion, the Strategic Committee determined that the June 4, 2021 Proposal was inadequate and directed Mr. Jenks to update Mr. Lowe accordingly.

On June 8, 2021, Mr. Jenks conveyed the Strategic Committee’s determination to Mr. Lowe, indicating that the June 4, 2021 Proposal did not reflect the Company’s intrinsic value and that the Company was increasingly confident in its standalone prospects. Mr. Lowe requested a business due diligence update and a meeting was subsequently scheduled for June 14, 2021.

On June 14, 2021, senior management of the Company and Lumentum, along with representatives of Union Square, met at Lumentum’s headquarters, in San Jose, California. During this meeting the Company provided an update on the Company and discussed developments affecting its outlook.

On June 22, 2021, representatives of Goldman Sachs called representatives of Union Square to discuss the status of the transaction discussions. Representatives of Goldman Sachs indicated that Lumentum remained interested in the transaction at the $13.00 per share price, but was prepared to pursue other opportunities in the event that the Company would not engage on the June 4, 2021 Proposal. Consistent with the direction of the Strategic Committee, representatives of Union Square reiterated that the June 4, 2021 Proposal was inadequate.

38

On June 24, 2021, Mr. Lowe reached out to Mr. Jenks expressing Lumentum’s continued interest in pursuing a strategic acquisition. Mr. Lowe outlined the terms of a revised proposal, which was sent to Mr. Jenks in writing. The updated indication of interest (the “June 24, 2021 Proposal”) proposed acquiring the Company in an all-cash merger in which the Company would become a wholly owned subsidiary of Lumentum and the Company’s stockholders would receive $14.25 for each share of Company common stock (representing an implied 33% premium to the closing price of $10.82 per share on June 24, 2021). The revised proposal also indicated certain key provisions that Lumentum was prepared to agree to.

On June 25, 2021, the Strategic Committee met, with senior management and representatives of Union Square and Cooley in attendance, to discuss the June 24, 2021 Proposal. Management reviewed the terms of the June 24, 2021 Proposal with the Strategic Committee. The Strategic Committee also discussed, with input from senior management, the Company’s expected financial performance in the second and third quarters of 2021. After these discussions, the Strategic Committee reached the consensus that the June 24, 2021 Proposal did not provide sufficient value to the Company’s stockholders. The Strategic Committee authorized Mr. Jenks to reject the June 24, 2021 Proposal.

On June 26, 2021, Mr. Jenks spoke with Mr. Lowe and delivered the Strategic Committee’s feedback. Mr. Jenks and Mr. Lowe agreed that their respective financial advisors should discuss the financial terms of the June 24, 2021 Proposal to assist Lumentum in understanding the Strategic Committee’s views.

On June 29, 2021, representatives of Union Square and Goldman Sachs held a discussion regarding the financial terms of the June 24, 2021 Proposal with Union Square reiterating the Strategic Committee’s prior position regarding the price at which the Company would be willing to consider a transaction with Lumentum.

On July 5, 2021, Goldman Sachs revisited their prior discussion with Union Square and asked for the Company to make a counterproposal for Lumentum to consider.

On July 7, 2021, the Strategic Committee met with senior management and representatives of Union Square and Cooley in attendance. Management reviewed the terms of the June 24, 2021 Proposal with the Strategic Committee and provided an update on Mr. Jenks’ conversations with Mr. Lowe. Representatives of Union Square also provided an update on their conversation with representatives of Goldman Sachs. Management then reviewed a proposed draft of a counterproposal with the Strategic Committee. As part of this review, management and representatives of Cooley advised on legal terms set forth in the June 24, 2021 Proposal, and management also discussed the likely capital needs of the Company during the pendency of a merger transaction entered into in 2021. The Strategic Committee then discussed a potential counterproposal, taking into account the all-cash form of consideration, likely timeframe to reach the signing of a definitive agreement, potential regulatory risks, the regulatory provisions, and the need for the Company to secure capital to ensure that it could execute on its business plan during the pendency of the merger. The Strategic Committee also discussed a limited set of additional strategic acquirers that the Company should consider reaching out to determine if there was additional strategic interest in an acquisition. Consistent with the determination made in September 2020, the Strategic Committee believed a more limited market check was appropriate because it balanced the ability to gauge potential interest from those strategic acquirers that would be most likely to submit a competitive offer against the risk of a potential leak and other risks associated with such solicitations, including the effects that a leak could have on the Company’s operations and ability to retain employees and the distraction or disruption to senior management that could result from a public or broader market check. With respect to the Company’s capital needs, the Strategic Committee determined that it was imperative that Lumentum commit to fund up to $50 million for the Company’s capital needs because the Company would likely have difficulty raising either debt or equity while negotiating a significant acquisition. After further discussion, the Strategic Committee instructed Mr. Jenks to send Lumentum a $17.50 per share in cash counterproposal, along with a proposal for a $50 million unsecured loan to fund the Company’s capital needs, and a response on the regulatory provisions. The Strategic Committee also authorized management to reengage in discussions with Lumentum if Lumentum accepted these terms.

39

On July 8, 2021, Mr. Jenks sent a written counter to Mr. Lowe, proposing an acquisition of the Company for $17.50 per share in cash, along with a specific request for interim debt financing from Lumentum in the form of a $50 million unsecured loan (the “July 8, 2021 Counterproposal”).

On July 17, 2021, representatives of Union Square discussed the terms of the July 8, 2021 Counterproposal with representatives of Goldman Sachs.

On July 26, 2021, Mr. Lowe sent a revised non-binding indication of interest to Mr. Jenks reaffirming Lumentum’s prior proposal of $14.25 per share in cash; however, the revised proposal indicated that Lumentum would be amenable to providing a low-cost working capital loan in connection with entering into a binding definitive agreement (the “July 26, 2021 Proposal”).

On July 27, 2021, the Board met for a regularly scheduled meeting, with senior management and representatives of Union Square and Cooley in attendance. As part of this meeting, the Board continued to consider the filing of a shelf registration statement in connection with a potential equity raise. Senior management reviewed the terms of the July 26, 2021 Proposal with the Board. The Board discussed the fact that the proposed price had not changed despite changes to some of the non-price terms. Management discussed the Company’s second quarter results and the upcoming third quarter guidance in addition to an update on the Company’s prospects, including sales and customer outlook, product strategy and operations. The Board concluded that the July 26, 2021 Proposal undervalued the Company even with the inclusion of the unsecured loan and that the Company would wait until after the Company’s second quarter earnings announcement before responding to the July 26, 2021 Proposal. In light of the status of these discussions, the Board authorized management and representatives of Union Square to contact a select group of strategic acquirers identified by the Strategic Committee to gauge their interest in a strategic acquisition, in the context of the Board and management’s view of the prospects of the business at the time.

Between August 16, 2021 and October 28, 2021, representatives Union Square held calls with Party G, Party H and Party I, to discuss their respective interests in a potential strategic acquisition of the Company. Each of the parties told representatives of Union Square initially that they would need additional time to consider and eventually confirmed that they were not interested in making a proposal at the time.

On August 25, 2021, Mr. Jenks called Mr. Lowe to discuss the July 26, 2021 Proposal and conveyed the Board’s position. Mr. Lowe told Mr. Jenks that he would convey the message back to Lumentum’s board of directors.

On August 26, 2021, the Strategic Committee met, with senior management and representatives of Union Square and Cooley in attendance. Management provided the Strategic Committee with a business update. Representatives of Union Square presented preliminary analyses with respect to the Company’s financial performance, and reviewed the status of outreach to prospective strategic acquirors. The Strategic Committee then reviewed the July 26, 2021 Proposal. The Strategic Committee discussed, with input from management and representatives of Union Square, whether to continue to pursue the Lumentum opportunity and, if so, at what price. After further discussion, the Strategic Committee determined not to accept the July 26, 2021 Proposal and instructed Mr. Jenks to deliver to Lumentum a written counter proposal for $16.25 per share in cash and a $50 million unsecured loan.

On August 27, 2021, Mr. Jenks sent Mr. Lowe of Lumentum a written counterproposal for $16.25 per share in cash with a requirement that Lumentum provide to the Company a $50 million unsecured loan (the “August 27, 2021 Counterproposal”). Mr. Jenks and Mr. Lowe then discussed the August 27 Counterproposal.

On August 30, 2021, Mr. Jenks and a senior executive of Party C held a call to discuss strategic possibilities between the two companies. During the month of September through mid-October 2021, representatives of the Company and Party C held further exploratory and due diligence discussions, with Party C ultimately determining that they were not interested in pursuing a business combination transaction. The Company and

40

Party C entered into a non-disclosure agreement dated September 30, 2021, which did not contain standstill provisions.

On September 4, 2021, Mr. Lowe called Mr. Jenks to preview that Lumentum planned to send a revised proposal.

On September 5, 2021, Mr. Jenks received a non-binding indication of interest (the “September 5, 2021 Proposal”) from Lumentum, offering to acquire the Company for $14.75 per share in cash (representing an implied 51% premium to the closing price of $9.74 on September 3, 2021) and to provide the Company with a $50 million unsecured loan.

On September 7, 2021, the Strategic Committee met, with senior management and representatives of Union Square and Cooley in attendance, to review and discuss the September 5, 2021 Proposal. Management and representatives of Union Square reviewed the terms of the September 5, 2021 Proposal, updated the members of the Strategic Committee on the conversation with other potential strategic parties, and provided an overview of potential near-term positive developments in the Company’s business. Following discussion, the Strategic Committee decided to maintain its $16.25 counterproposal and authorized Mr. Jenks to communicate that decision to Lumentum.

On September 9, 2021, Mr. Jenks called Mr. Lowe to update Mr. Lowe on the Strategic Committee’s response to the September 5, 2021 Proposal. Mr. Jenks informed Mr. Lowe that the Company was maintaining its $16.25 counterproposal, but they would be willing to share additional information that would give Lumentum the opportunity to increase its price to meet the Strategic Committee’s $16.25 counterproposal.

On September 18, 2021, Union Square held a call with representatives of Goldman Sachs. The advisors discussed the proposed price of $14.75 per share in cash, and Union Square reiterated the Company’s $16.25 per share counterproposal and shared the Company’s perspectives on the second half of 2021. Goldman Sachs said Lumentum continued to believe that the Company would continue to face execution risks as it pursues its standalone plans. Goldman Sachs shared some high-level perspectives on valuation, and indicated that they and Lumentum would evaluate the possibility of increasing its proposal.

On September 29, 2021, Mr. Jenks received a call from Mr. Ramaswami, a member of the Board. Mr. Ramaswami informed Mr. Jenks that he was at a dinner earlier that evening with a representative of Goldman Sachs who raised the topic of the Company’s potential transaction with Lumentum and highlighted the current positions of both parties. Mr. Ramaswami informed the representative of Goldman Sachs that the Board was fully supportive of the existing $16.25 counterproposal that had been made.

On September 30, 2021, the Company received a non-binding indication of interest (the “September 30, 2021 Proposal”), offering to acquire the Company for $16.00 per share in cash (representing an implied 83% premium to the closing price of $8.71 on September 30, 2021) and to provide the Company with a $50 million unsecured loan to fund its capital and working capital needs. On the same day, Mr. Lowe called Mr. Jenks to indicate that this would be Lumentum’s “best and final” offer.

On October 3, 2021, the Strategic Committee met , with senior management and representatives of Union Square and Cooley in attendance. The Strategic Committee discussed, with input from management and representatives of Union Square, the terms of the September 30, 2021 Proposal. Representatives of Union Square also presented certain preliminary financial analyses to assist the Strategic Committee in evaluating the September 30, 2021 proposal. Following this discussion, the Strategic Committee unanimously decided to recommend to the Board to accept the September 30, 2021 Proposal and proceed expeditiously with executing a definitive merger agreement.

On October 5, 2021, the Board met, with senior management and representatives of Union Square and Cooley in attendance. The Board reviewed, with input from management, the terms of the September 30, 2021 Proposal. Representatives of Union Square provided an overview of the financial terms of the September 30,

41

2021 Proposal, recapped the negotiating history with Lumentum and other potential strategic acquirers, and presented certain preliminary financial analyses, including the Long Range Plan prepared by management, to assist the Board in its deliberations. The Board then discussed the September 30, 2021 Proposal, including an overview of the key legal terms with input from management and representatives of Cooley. After further discussion, the Board unanimously authorized management and the Company’s advisors to accept the September 30, 2021 Proposal, including by finalizing the terms of definitive merger agreement and the terms of an unsecured loan term sheet.

On October 6, 2021, representatives of Union Square had a call, in which they informed representatives of Goldman Sachs that the Company had secured the Board approval to proceed, based on the terms of the September 30, 2021 Proposal, with due diligence and parallel negotiation of the definitive merger agreement.

Also on October 6, 2021, Mr. Jenks informed Mr. Lowe that the Board had authorized management to pursue a strategic acquisition with Lumentum on the terms set forth in the September 30, 2021 Proposal.

On October 10, 2021, Mr. Jenks and Mr. Lowe held a call to discuss the parties’ respective positions in the September 30, 2021 Proposal and the response letter of October 6, 2021, and determine a path forward. They discussed next steps and Mr. Jenks noted that the Company would provide a response draft of the definitive agreement.

Between October 10 and November 3, 2021, senior management of the Company and Lumentum negotiated the final terms of the definitive merger agreement and unsecured loan term sheet with the assistance of their respective financial and legal advisors. In addition, during this time period, representatives of the Company, Lumentum, Union Square, Goldman Sachs, Cooley and Wilson Sonsini participated in various due diligence discussions.

On October 15, 2021, Mr. Jenks received an update that Party F was continuing to consider a strategic acquisition internally and would try to respond before the end of October.

On October 19, 2021, Mr. Jenks and Mr. Lowe held a discussion about the ongoing process, deal-related communications and logistics around the companies’ respective earnings releases in connection with a potential announcement before earnings. During the second half of October until November 4, 2021, Mr. Jenks and Mr. Lowe continued to have regular calls to discuss the status of the transaction and related matters.

On October 20 and October 23, 2021, Mr. Jenks and the Chief Executive Officer of Party F held discussions to explore the possibility of a transaction between the Company and Party F, with Party F noting that it would continue to discuss the opportunity internally.

On October 24, 2021, the Strategic Committee met, with senior management and representatives of Union Square and Cooley in attendance. Representatives of Union Square provided a review of recent developments with respect to the negotiations with Lumentum, including the status of due diligence, transaction discussions, and potential timing. Representatives of Union Square then reviewed the status of discussions and recent activities with several other potential strategic partners. Representatives of Cooley then reviewed the current terms of the merger agreement being negotiated between the parties. The Strategic Committee provided feedback and guidance to management and the Company’s advisors on various matters relating to the negotiations.

On October 26, 2021, the Board met for a regularly scheduled meeting, with senior management and representatives of Union Square and Cooley in attendance. The Board discussed updates on the process with Lumentum and a summary of other strategic conversations. Representatives of Union Square reviewed the status of due diligence and discussions with Lumentum and potential timing of a transaction. Representatives of Cooley then reviewed key terms of the merger agreement, including with respect to operating covenants, regulatory approvals to be obtained and other closing conditions, as well as the proposed terms of the unsecured loan, which had previously been discussed with the Strategic Committee. Following discussion on the foregoing, the Board discussed next steps on the transaction with Lumentum.

42

On October 27, 2021, Mr. Jenks had a call with Party F where Party F indicated that they were not in a position to pursue an acquisition proposal at such time.

On October 31, 2021, the Strategic Committee met, with senior management and representatives of Union Square and Cooley in attendance. Management and representatives of Cooley provided an overview of the current terms of the merger agreement. Representatives of management then reviewed the proposed line of credit from Lumentum and summary terms. Representatives of Cooley then reviewed certain fiduciary duty considerations with regard to the proposed line of credit in light of the overall proposed transaction, including under the Revlon and Unocal doctrines. Within this context, representatives of Union Square summarized the business reasons for the credit line and the negotiations that led to the agreement. Representatives of Union Square also noted that the loan would be in lieu of the Company’s intention to raise capital as an independent company to support these initiatives, under the Company’s previously-filed Registration Statement on Form S-3 under the Securities Act of 1933, as amended. The Strategic Committee considered whether the terms of the loan would be preclusive and deter other parties that may consider making an acquisition proposal. In this regard, representatives of Union Square advised that in their view the other logical bidders for the Company would not be deterred from making a topping bid as a result of this loan facility because those parties are all large-cap companies with sufficient cash resources to assume or pay off the loan. After discussion, the Strategic Committee expressed support for the overall line of credit proposal and authorized management to continue negotiations on open issues. The Strategic Committee also discussed updates on conversations with other strategic parties. Union Square also reviewed its preliminary views on valuation benchmarks based on the Financial Projections that it had been provided by management—for more information about these forecasts please see the section of this proxy statement captioned “—Financial Projections”.

Between November 1 and November 3, 2021, representatives from the Company, Lumentum, Wells Fargo Bank and their respective legal advisors held follow up discussions to finalize the terms sheet for the $50 million unsecured loan.

On November 2, 2021, the Strategic Committee met, with senior management and representatives of Union Square and Cooley in attendance, to review the status of negotiations with Lumentum, to discuss the range of alternatives that had been considered and assessed, and to assess the ability to complete the Lumentum transaction as planned. With respect to the range of alternatives, management noted that the Company had engaged in conversations regarding each of these alternatives over the past year (and longer), including the Company remaining independent and raising additional equity or debt financing, pursuing a sale of the Company (including the current transaction with Lumentum), a “going-private” transaction with one or more private equity investors and a potential transaction with a special purpose acquisition company (“SPAC”) involving the sale of a portion of the Company’s business. In particular, management noted that a hypothetical SPAC alternative transaction would take substantial time to explore and involve substantial management distraction and execution risk, at a time when the industry was moving very rapidly. The Strategic Committee also expressed a view that the risk-adjusted probability of the speculative value of such alternative transaction was not compelling in light of the certainty of value being offered by Lumentum. It was also noted that such a SPAC transaction, or other take private alternative, would likely involve considerable time, effort and expense and may not be tax-efficient for the Company. As a result, the Committee members unanimously concurred that pursuing the Lumentum transaction remained in the best interests of the Company and its stockholders at the present time.

On November 3, 2021, the Board met, with senior management and representatives of Union Square and Cooley in attendance. Management and the members of the Strategic Committee reviewed its discussion with the Board with respect to the potential alternatives, including a transaction with a SPAC involving the sale of a portion of the Company’s business. The Board then reviewed, and approved for use, the Financial Projections in detail. Management and representatives of Union Square and Cooley reviewed the term sheet for the $50 million unsecured loan (which review included a discussion of the fiduciary matters discussed at the October 31, 2021 Strategic Committee meeting), the terms of the Merger Agreement and the disclosure schedules. Representatives of Union Square reviewed financial analyses of the $16.00 in cash per share of the Company common stock to be

43

paid by Lumentum pursuant to the merger agreement. Representatives of Union Square then rendered to the Board its oral opinion, subsequently confirmed in writing, to the effect that, as of November 3, 2021, and based upon and subject to the factors and assumptions set forth therein, the $16.00 per share Merger Consideration to be paid to the holders of Company Common Stock (other than the holders of the Cancelled Shares or the Dissenting Shares), pursuant to the Merger Agreement was fair from a financial point of view to such holders of Company Common Stock. Representatives of management and Cooley reviewed the key terms of the Merger Agreement and the related disclosure schedules with the Board, including (i) key closing conditions such as regulatory approval and a detailed discussion relating to the potential regulatory risks involved with the transaction, (ii) restrictions on the Company’s ability to operate its business between the signing and closing of the Merger Agreement, (iii) the treatment of equity awards, (iv) a “no-shop” restriction requiring the Company to cease all third-party negotiations or discussions and prohibiting the Company from further soliciting other acquisition proposals (subject to a fiduciary out for a superior proposal), (v) Lumentum’s commitment regarding a $50 million unsecured loan between signing and closing, (vi) the termination fee to be paid by the Company in certain circumstances, and (vii) the termination fee (and an enhanced termination fee) payable by Lumentum in certain circumstances. Representatives of Cooley answered questions from members of the Company Board regarding the terms of the merger agreement and reviewed the Board’s fiduciary duties in connection with the transaction. After further discussion with the Company’s advisors, the Board unanimously voted to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, and directed the Company management to finalize and execute the definitive agreements.

Thereafter, the parties executed and delivered the Merger Agreement, dated as of November 3, 2021.

On November 4, 2021, prior to the opening of trading, Lumentum and the Company released first quarter 2022 earnings and third quarter 2021 earnings, respectively, and announced the signing of the Merger Agreement.

Recommendation of the Board of Directors and Reasons for the Merger

Recommendation of the Board of Directors

The Board of Directors has unanimously: (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, (ii) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to and in the best interests of NeoPhotonics and its stockholders, (iii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, (iv) directed that the adoption of the Merger Agreement be submitted to a vote of the stockholders of NeoPhotonics at the Special Meeting and (v) resolved to recommend, on behalf of NeoPhotonics, that the holders of shares of common stock adopt this Agreement in accordance with the applicable provisions of the DGCL.

The Board of Directors unanimously recommends, on behalf of NeoPhotonics, that you vote: (i) “FOR” the adoption the Merger Agreement; (ii) “FOR” the approval, on an advisory (non-binding) basis, of the Compensation Proposal; and (iii) “FOR” the approval of the Adjournment Proposal.

Reasons for the Merger

At its November 3, 2021 meeting held to evaluate the proposed Merger, the Board of Directors unanimously: (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, (ii) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to and in the best interests of NeoPhotonics and its stockholders, (iii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, (iv) directed that the adoption of the Merger Agreement be submitted to a vote of the stockholders of NeoPhotonics at the Special Meeting and (v) resolved to recommend that the holders of shares of common stock adopt this Agreement in

44

accordance with the applicable provisions of the DGCL. The Board of Directors recommends that NeoPhotonics’ stockholders vote:

In evaluating the Merger and the Merger Agreement and arriving at its determination, the Board of Directors consulted with NeoPhotonics’ senior management, NeoPhotonics’ financial advisor, Union Square, and NeoPhotonics’ outside legal counsel, Cooley, and considered a number of substantive factors, both positive and negative, and potential benefits and detriments of the Merger to NeoPhotonics and its stockholders. The Board of Directors believed that, taken as a whole, the following factors supported its decision to approve the Merger (which are not in any relative order of importance) and believed that on a risk adjusted basis a transaction at this time could yield the most value to NeoPhotonics stockholders:

45

46

47

The Board of Directors also considered certain other uncertainties, risks and potentially negative factors in its deliberations concerning the Merger, including the following (which are not in any relative order of importance):

48

The Board of Directors concluded that the potentially negative factors associated with the Merger were significantly outweighed by the potential benefits that it expected the NeoPhotonics stockholders would achieve as a result of the Merger, including the belief of the Board of Directors that the proposed Merger would maximize the immediate value of NeoPhotonics stockholders’ shares and minimize the risks and uncertainty affecting the future prospects of NeoPhotonics, including the potential execution risks associated with its stand-alone financial plan. Accordingly, the Board of Directors determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of NeoPhotonics and NeoPhotonics stockholders.

The foregoing discussion of the information and factors considered by the Board of Directors is not intended to be exhaustive, but describes the material factors considered by the Board of Directors. In view of the wide variety of factors considered in connection with its evaluation of the Merger and the complexity of these matters, the Board of Directors did not consider it practicable to, and did not, quantify or otherwise assign relative or specific weight or values to any of these factors. In addition, the Board of Directors did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, support or did not support its ultimate determination. The Board of Directors based its recommendation on an overall analysis and on the totality of the information presented to and factors considered by it, including the input from NeoPhotonics’ senior management and its outside legal and financial advisors. After considering this information, the Board of Directors approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and recommended that NeoPhotonics stockholders adopt the Merger Agreement.

49

In considering the recommendation of the Board of Directors with respect to the proposal to adopt the Merger Agreement, you should be aware that our directors and executive officers have interests in the Merger that are different form, or in addition to, yours. The Board of Directors was aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement and the Merger, and in recommending that the Merger Agreement be adopted by the stockholders of NeoPhotonics.

This explanation of NeoPhotonics’ reasons for the Merger and other information presented in this section is forward-looking in nature and, therefore, should be read in conjunction with the section of this proxy statement captioned “Forward-Looking Statements”.

Financial Projections

While NeoPhotonics has publicly issued limited short-term guidance concerning aspects of its expected financial performance from time to time, it does not, as a matter of course, publicly disclose forecasts or internal projections as to future financial performance or results of operations due to the inherent unpredictability of the underlying assumptions and projections. However, in connection with the review of potential strategic alternatives, including NeoPhotonics’ evaluation of the Merger, NeoPhotonics’ management, at the direction of the Board of Directors, prepared certain unaudited prospective financial information. NeoPhotonics management provided the Financial Projections (as defined below) to the Board of Directors, and at the direction of the Board of Directors, to Union Square. The Board of Directors directed Union Square to use the Financial Projections as they existed at the applicable time in connection with providing financial analyses in connection with the evaluation by the Board of Directors of potential strategic alternatives, including the Merger.

In June 2021, NeoPhotonics’ management prepared non-public, unaudited prospective financial information for the remainder of the 2021 calendar year and for calendar years 2021 through 2023 (the “Long Range Plan”), and the Long Range Plan was discussed with the Board of Directors in connection with the evaluation of potential strategic alternatives, including the Merger, on October 17, 2021. The Long Range Plan was provided and approved for use by NeoPhotonics’ management to Union Square in summary form on October 4, 2021. A more detailed form of the Long Range Plan was provided by NeoPhotonics’ management on October 16, 2021, as well as to Parent on October 18, 2021, and to Party C on October 8, 2021. As the Long Range Plan was shared with Parent, other potential acquirers, and Union Square, NeoPhotonics also discussed with such parties the risks related to the Long Range Plan, including what portion of the projected revenue and related expenses were driven by product design engagements not yet won. NeoPhotonics’ management subsequently made certain unaudited prospective extrapolations (the “Extrapolated Financials, and collectively with the Long Range Plan, the “Financial Projections”) based on the Long Range Plan for calendar years 2024 through 2026. On November 3, the Extrapolated Financials were discussed with the Board of Directors in connection with the evaluation of potential strategic alternatives, including the Merger, and the Extrapolated Financials and the previously discussed Long Range Plan were approved for use by the Board of Directors. The Extrapolated Financials were provided to Union Square on October 28, 2021 as well as Parent on October 29, 2021.

The Financial Projections were not prepared with a view toward public disclosure or toward complying with generally accepted accounting principles, as applied in the United States (“GAAP”), nor were they prepared with a view toward compliance with the published guidelines of the SEC, or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of projections of prospective financial information. The non-GAAP financial measures used in the Financial Projections were relied upon by the Board of Directors in connection with its consideration of the Merger and the Merger Consideration. While NeoPhotonics believes that such non-GAAP financial measures provide useful supplemental information in analyzing NeoPhotonics’ financial results, there are limitations associated with the use of such financial measures. Such non-GAAP measures as used by NeoPhotonics may not be directly comparable to similarly titled measures used by other companies and should not be considered in isolation from, or as a substitute for, financial information presented in accordance with GAAP. The SEC rules, which otherwise would require a reconciliation of a non-GAAP financial measure to a GAAP financial measure, do not apply to non-GAAP financial measures

50

provided to a board of directors or financial advisors in connection with a proposed business combination transaction such as the Merger if the disclosure is included in a document such as this proxy statement. In addition, reconciliations of non-GAAP financial measures to a GAAP financial measure were not provided to or relied upon by the Board of Directors or NeoPhotonics’ financial advisor in connection with the Merger. Accordingly, NeoPhotonics has not provided a reconciliation of the financial measures included in the Financial Projections to the relevant GAAP financial measures. The Financial Projections may differ from published analyst estimates and forecasts, and do not take into account any events or circumstances after the date they were prepared, including the announcement of the transactions.

The Financial Projections reflect estimates and assumptions made by NeoPhotonics management with respect to general business, economic, competitive, regulatory and other market and financial conditions and other future events, all of which are difficult to predict and many of which are beyond NeoPhotonics’ control. In particular, the Financial Projections, while presented with numerical specificity, necessarily were based on numerous variables and assumptions (as described below) that are inherently uncertain. Because the Financial Projections cover multiple years, by their nature, they become subject to greater uncertainty with each successive year and are unlikely to anticipate each circumstance that will have an effect on NeoPhotonics’ business and its results of operations. None of NeoPhotonics, Parent or any of their respective affiliates, advisors or other representatives makes any representation to any stockholder regarding the validity, reasonableness, accuracy or completeness of the Financial Projections or the ultimate performance of NeoPhotonics relative to the Financial Projections. The inclusion of the Financial Projections in this proxy statement does not constitute an admission or representation of NeoPhotonics that the Financial Projections or the information contained therein is material. Except as required by applicable law, neither NeoPhotonics nor any of its affiliates intends to, and each of them disclaims any obligation to, update, correct or otherwise revise the Financial Projections if any or all of them have changed or change or otherwise have become, are or become inappropriate (even in the short term). These considerations should be taken into account if evaluating the Financial Projections, which were prepared as of an earlier date.

The Financial Projections should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding NeoPhotonics in its public filings with the SEC. The Financial Projections were developed by NeoPhotonics management on a standalone basis without giving effect to the Merger and the other transactions contemplated by the Merger Agreement, and therefore the Financial Projections do not give effect to the Merger or any changes to NeoPhotonics’ operations or strategy that may be implemented after the consummation of the Merger, including any costs incurred in connection with the Merger. Furthermore, the Financial Projections do not take into account the effect of any failure of the Merger to be completed and should not be viewed as accurate or continuing in that context.

The Financial Projections further reflect subjective judgment in many respects and, therefore, are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. The inclusion of the Financial Projections should not be regarded as an indication that NeoPhotonics or anyone who received the Financial Projections then considered, or now considers, the Financial Projections to be necessarily predictive of actual future events, and this information should not be relied upon as such. NeoPhotonics management views the Financial Projections as being subject to inherent risks and uncertainties associated with such long-range projections.

Non-GAAP gross profit, non-GAAP operating profit before stock based compensation (“SBC”), adjusted EBITDA, non-GAAP operating profit after SBC, non-GAAP net income, non-GAAP unlevered net income, unlevered free cash flow, pre-tax profit for cash tax provision and tax benefit of net operating losses (“NOL”) contained in the Financial Projections set forth below are each “non-GAAP financial measures,” which are financial performance measures that are not calculated in accordance with GAAP. These non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures and may be different from non-GAAP financial measures used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP.

51

The information and table set forth below is included solely to give NeoPhotonics stockholders access to certain of the financial projections that were made available to the Board of Directors and Union Square Advisors and is not included in this proxy statement in order to influence any stockholder’s decision to vote with respect to the adoption of the Merger Agreement or for any other purpose.

52

Opinion of Union Square Advisors LLC

The Board of Directors retained Union Square to provide it with financial advisory services and a financial opinion in connection with a possible merger, sale or other strategic business combination. The Board of Directors selected Union Square to act as its financial advisor based on Union Square’s qualifications, expertise and reputation. At the meeting of the Board of Directors on November 3, 2021, Union Square rendered its oral opinion, subsequently confirmed in writing, that as of November 3, 2021, and based upon and subject to the various assumptions, procedures, factors, qualifications and limitations set forth in the written opinion, the consideration to be received by the holders of shares of NeoPhotonics common stock (other than holders of Cancelled Shares or Dissenting Shares) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders.

The full text of the written opinion of Union Square, dated as of November 3, 2021, is attached to this proxy statement as Annex B and is incorporated herein by reference. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken by Union Square in rendering its opinion. We encourage you to read the entire opinion carefully and in its entirety. Union Square’s opinion is directed to the Board of Directors and addresses only the fairness, from a financial point of view, of the consideration to be received by holders of shares of NeoPhotonics common stock (other than holders of Cancelled Shares or Dissenting Shares) pursuant to the Merger Agreement as of the date of the opinion. It does not address any other term or aspect of the Merger Agreement or the Merger or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection with the Merger. It does not constitute a recommendation to any holder of NeoPhotonics common stock (other than holders of Cancelled Shares or Dissenting Shares) as to how to vote on the Merger or any matter related to the Merger, and does not in any manner address the prices at which our common stock will trade at any time. The summary of the opinion of Union Square set forth below is qualified in its entirety by reference to the full text of the opinion.

In connection with rendering its opinion, Union Square, among other things:

53

For purposes of conducting its analysis of the fairness of the Merger and rendering its opinion, Union Square assumed with NeoPhotonics’ consent and relied upon, without undertaking any responsibility for independent verification of, the accuracy and completeness of the information publicly available, supplied or otherwise made available to, discussed with, or reviewed by Union Square, and assumed no liability therefor. Union Square further relied upon the assurances of the management of NeoPhotonics that they were not aware of any facts that would make such information inaccurate or misleading. With respect to the Financial Projections provided to Union Square by management of NeoPhotonics, for purposes of Union Square’s opinion, Union Square has assumed with NeoPhotonics’ consent that such Financial Projections (including any extrapolated financial assumptions) were reasonably prepared on a basis reflecting the best currently available estimates and good faith judgment of management of NeoPhotonics as to the future competitive, operating and regulatory environments and related financial performance of NeoPhotonics. Union Square expressed no opinion with respect to such Financial Projections, or any other financial forecasts or the assumptions on which they were based.

For purposes of rendering its opinion, Union Square also assumed, with NeoPhotonics’ consent, that the representations and warranties of each party set forth in the Merger Agreement were true and correct, that each party to the Merger Agreement would perform all of the covenants and agreements required to be performed by it thereunder and that all conditions to the consummation of the merger would be satisfied without waiver or modification thereof, except, in each case, as would not be material to Union Square’s analyses. Union Square further assumed that all governmental, regulatory or other consents, approvals or releases necessary for the consummation of the merger would be obtained without any delay, limitation, restriction or condition that would, in any respect material to Union Square’s analysis, have an adverse effect on Parent, NeoPhotonics or the consummation of the Merger. Union Square assumed that any modification to the structure of the Merger would not vary in any respect material to its analysis. Union Square is not a legal, regulatory, accounting or tax expert and assumed, without independent verification and with the permission of NeoPhotonics, the accuracy and completeness of assessments by NeoPhotonics and its advisors with respect to legal, regulatory, accounting and tax matters.

Union Square’s opinion is necessarily based on economic, market and other conditions as in effect on November 3, 2021, as well as the information publicly available, supplied or otherwise made available to it as of November 3, 2021. Events occurring after the date of the opinion, may affect Union Square’s opinion and the assumptions used in preparing it, and Union Square did not have or undertake any obligation to update, revise or reaffirm its opinion.

Union Square did not make, nor assumed any responsibility for making, any valuation or appraisal of any assets (including real estate) or liabilities (including the unsecured subordinated loans that may be provided by Parent to NeoPhotonics in conjunction with the Merger) of NeoPhotonics, and no such valuations or appraisals were provided to Union Square. Union Square was not asked to pass upon, and expressed no opinion with respect to, any matter other than the fairness from a financial point of view, as of the date of the opinion, of the Merger Consideration to be received by the holders of NeoPhotonics’ common stock (other than holders of Cancelled Shares or Dissenting Shares) pursuant to the Merger Agreement. Union Square expressed no opinion with respect to the fairness of the Merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors or other constituencies of NeoPhotonics, or as to the fairness of the amounts or nature of any compensation to be paid or payable to any of the officers, directors or employees of NeoPhotonics, or any class of such persons, whether relative to the Merger Consideration or otherwise. Union Square’s opinion did not address the relative merits of the Merger as compared to other business or financial strategies that might be available to NeoPhotonics, does not address the underlying business decision of NeoPhotonics to engage in the Merger, nor does it address how the NeoPhotonics or Parent stock prices will trade before or after announcement of the Merger, and as such is not intended to be and does not constitute a recommendation to the Board of Directors as to whether it should approve the Merger or accept the Merger Agreement.

54

Summary of Financial Analysis

The following is a brief summary of the material analyses performed by Union Square in connection with its oral opinion and the preparation of its written opinion dated November 3, 2021. The various analyses summarized below were based on the closing price of $11.52 per share (the “Unaffected Price”) of NeoPhotonics common stock as of November 3, 2021, which is the last full trading day before Parent and NeoPhotonics released earnings and announced the Merger (the “Unaffected Day”). Some of these summaries of financial analyses include information presented in tabular format. In order to fully understand the financial analyses used by Union Square, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses.

In performing the financial analysis summarized below and arriving at its opinion, Union Square used and relied upon certain financial projections provided by the management of NeoPhotonics and referred to in this proxy statement as the “Management Forecast.” Union Square also used and relied upon certain Wall Street financial projections based on FactSet consensus estimates and referred to in this proxy statement as the “Consensus Estimates.”

Selected Publicly Traded Company Analysis

Union Square performed a selected publicly traded company analysis, which attempts to provide an implied value of a company by comparing it to similar companies that are publicly traded. Union Square compared certain financial estimates for NeoPhotonics with publicly available consensus estimates for selected companies that, based upon Union Square’s professional judgement and expertise, share similar business characteristics or those that have similar scale and operating characteristics. These companies included the following involving optical communication components, including tunable lasers, chip-based components, modules, wavelength management and switching.

For purposes of this analysis, Union Square analyzed the following statistics as of November 3, 2021, for each of the selected comparable companies:

55

The following table summarizes the mean and median Enterprise Value / Revenue multiples of the selected group of publicly traded companies as of November 3, 2021:

The following table summarizes the mean and median Enterprise Value / Adjusted EBITDA multiples of the selected group of publicly traded companies as of November 3, 2021:

Based on the analysis of the relevant metrics for each of the selected publicly traded companies and upon the application of its professional judgment and expertise, Union Square selected representative ranges of financial multiples and applied these ranges of financial multiples to the relevant financial statistic for NeoPhotonics.

Based on NeoPhotonics’ outstanding shares on a fully diluted basis (including outstanding options and restricted stock units) as of November 3, 2021, which were provided by the management of NeoPhotonics and approved for Union Square’s use, Union Square calculated the estimated implied value per share of our common stock as follows:

Union Square noted that the consideration to be received by holders of shares of NeoPhotonics common stock (other than holders of Cancelled Shares or Dissenting Shares) pursuant to the Merger Agreement was $16.00 per share.

No company utilized in the selected publicly traded analysis is identical to NeoPhotonics. In preparing the selected publicly traded company analysis, Union Square made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond our control, such as the impact of competition on our businesses and the industry generally,

56

industry growth and the absence of any adverse material change in our financial condition and prospects or the industry or in the financial markets in general. Mathematical analysis (such as determining the average or median) is not in itself a meaningful method of using comparable company data.

Premiums Paid Analysis

Using publicly available information, Union Square analyzed the premiums offered for a broader group of technology deals from 2015 to present, based on data from Thomson SDC, Capital IQ, and FactSet as of November 3, 2021. The data includes 116 announced / completed U.S. technology deals with a public target and transaction value between $100 million and $3 billion, but excludes the following types of transactions: spinoffs, recapitalizations, exchange offers, and repurchases. Premiums are adjusted to reflect unaffected premiums in order to exclude the effects of transaction rumors leading up to the announcement of the transaction.

For all of these transactions, Union Square calculated the premium represented by the offer price over the target company’s volume-weighted average share price one trading day and 30 calendar days prior to the transaction’s announcement. This analysis indicated the following premiums for those time periods prior to announcement:

Premiums Paid: Since 2015

Union Square observed that our common stock closed at $11.52 on the Unaffected Day. Union Square noted that the Merger Consideration of $16.00 pursuant to the Merger Agreement reflected a 39% premium to the closing price per share of our common stock on the Unaffected Day, and a 63% premium to the average closing price per share of our common stock for the 30 calendar days (volume weighted average) prior to and including the Unaffected Day.

Using a one-day premium reference range of 14% to 42% based on the 25th and 75th percentile of premiums paid, Union Square performed a premiums paid analysis using the closing price per share of our common stock on the Unaffected Day, of $11.52 per share. This analysis indicated a range of implied values per share of our common stock of $13.18 to $16.40 per share.

Using a 30-calendar day (volume weighted average) premium reference range of 14% to 42% based on the 25^th and 75^th percentile of premiums paid, Union Square performed a premiums paid analysis using the volume-weighted average closing price per share of our common stock for the 30 calendar days prior to and including the Unaffected Day, of $9.80 per share. This analysis indicated a range of implied values per share of our common stock of $11.15 to $13.93 per share.

The following table summarizes Union Square’s analysis:

Union Square noted that the consideration to be received by holders of shares of NeoPhotonics common stock (other than holders of Cancelled Shares or Dissenting Shares) pursuant to the Merger Agreement was $16.00 per share.

57

Precedent Transactions Analysis

Union Square performed a precedent transactions analysis, which is designed to imply a value of a company based on publicly available financial terms of selected transactions. In connection with its analysis, Union Square compared publicly available statistics for 27 selected transactions (which we refer to as the selected precedent transactions) announced since December 2007, involving optical communication components, including tunable lasers, chip-based components, modules, wavelength management and switching. Utilizing its professional judgment and expertise, Union Square selected the precedent transactions because, based on Union Square’s professional judgement and expertise, they shared certain characteristics with the Merger. The following is a list of the selected precedent transactions reviewed and the month and year each transaction was announced:

Using publicly available estimates and other information for each of the selected precedent transactions, Union Square analyzed the following statistics for each of the selected precedent transactions:

58

The following table summarizes the mean and median Enterprise Value / Revenue multiples of the selected group of precedent transactions:

Based on the analysis of the relevant metrics and time frame for each selected precedent transaction and upon the application of its professional judgment and experience, Union Square selected representative ranges of implied financial multiples of the selected precedent transactions and applied these ranges of financial multiples to the relevant financial statistic for NeoPhotonics. The LTM and NTM financial statistics for NeoPhotonics were defined as the 12-month period ended on September 30, 2021, and the 12 month period to end on September 30, 2022, respectively.

The following table summarizes Union Square’s analysis:

Union Square noted that the consideration to be received by holders of shares of NeoPhotonics common stock (other than holders of Cancelled Shares or Dissenting Shares) pursuant to the Merger Agreement was $16.00 per share.

No company or transaction utilized in the selected precedent transactions analysis is identical to NeoPhotonics or the Merger. In evaluating the selected precedent transactions, Union Square made numerous judgments and assumptions with regard to industry performance, general business, economic, market, and financial conditions and other matters, which are beyond our control, such as the impact of competition on our business or the industry generally, industry growth and the absence of any adverse material change in our financial condition or the industry or in the financial markets in general.

Discounted Cash Flow Analysis

Union Square calculated a range of prices per share for NeoPhotonics based on a discounted cash flow analysis to value NeoPhotonics as a standalone entity. Union Square utilized for its analysis and with NeoPhotonics’ consent, the Management Forecast which consisted of the Financial Projections. Unlevered free cash flow was derived as Non-GAAP Unlevered Net Income after stock-based compensation, excluding non-recurring items adding back depreciation, amortization and other items and subtracting for change in working capital, deferred taxes and capital expenditures. Stock-based compensation was subtracted in order to derive unlevered free cash flow and not added back in order to capture the dilutive impact of future share issuances. Union Square calculated the present value of unlevered free cash flows for the fourth quarter of calendar year 2021 and 2022 through 2026 and terminal values in the calendar year 2026 using discount rates, selected upon the application of Union Square’s professional judgment and experience, ranging from 9.3% to 11.3%, which were based on a weighted average cost of capital calculation. The terminal value was derived by applying perpetuity growth rates, selected upon the application of Union Square’s professional judgment and experience, ranging from 3.5% to 4.5% and applied to the terminal year (2026) estimate of the unlevered free

59

cash flow. The resulting enterprise value ranges based on the present values of the unlevered free cash flows, and terminal value was adjusted to add net cash to derive a range of implied equity values. For the purposes of calculating NeoPhotonics’ use of its federal net operating loss carryforwards, a nominal U.S. corporate tax rate of 21% was assumed, at the consent of management of NeoPhotonics, for calendar years 2021 through 2026 and included adjustment for any expiration of these net operating losses.

To derive an implied share price reference range per share of our common stock, Union Square divided the total implied equity values plus the present value of the net operating losses by the amount of our fully diluted shares of common stock outstanding as of November 1, 2021. This analysis indicated an implied price per share of $10.86 to $17.35, as compared to the Merger Consideration of $16.00 per share of our common stock.

Research Analyst Price Targets for NeoPhotonics Corporation

Union Square reviewed publicly available research on per share price targets for our common stock obtained from equity research brokers. The equity research analysts’ per share price targets ranged from $10.00 to $16.00 per share for NeoPhotonics. The publicly available per share price targets published by equity research firms do not necessarily reflect the current market trading price of our common stock, and these estimates are subject to uncertainties, including future financial performance of NeoPhotonics as well as future market conditions.

General

In connection with the review of the Merger by the Board of Directors, Union Square performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily susceptible to a partial analysis or summary description. In arriving at its opinion, Union Square considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Union Square believes that selecting any portion of its analyses, without considering all analyses as a whole, would create an incomplete view of the process underlying its analyses and opinion. In addition, Union Square may have given various analyses and factors more or less weight than other analyses and factors and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Union Square’s view of the actual value of NeoPhotonics. In performing its analyses, Union Square made numerous assumptions with respect to industry performance, general business and economic conditions and other matters. Many of these assumptions are beyond our control. Any estimates contained in Union Square’s analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

Union Square conducted the analyses described above solely as part of its analysis of the fairness, from a financial point of view, of the consideration to be received by holders of shares of NeoPhotonics common stock (other than holders of Cancelled Shares or Dissenting Shares) pursuant to the Merger Agreement as of the date, and in connection with the delivery of, its opinion, dated November 3, 2021, to the Board of Directors. These analyses do not purport to be appraisals or to reflect the prices at which shares of our common stock or Parent might actually trade.

The Merger Consideration to be received by the holders of shares of NeoPhotonics common stock (other than holders of Cancelled Shares or Dissenting Shares) was determined through arm’s length negotiations between NeoPhotonics and Parent and was approved by the Board of Directors. Union Square provided advice to the Board of Directors during these negotiations. Union Square did not, however, recommend any specific consideration to NeoPhotonics or the Board of Directors or that any specific consideration constituted the only appropriate consideration for the Merger.

Union Square’s opinion and its presentation to the Board of Directors was one of many factors taken into consideration by the Board of Directors in deciding to approve, adopt and authorize the Merger Agreement. Consequently, the analyses as described above should not be viewed as determinative of the opinion of the Board of Directors with respect to the Merger Consideration or of whether the Board of Directors would have been willing to agree to different consideration.

The Board of Directors retained Union Square based upon Union Square’s qualifications, experience, and expertise. Union Square is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, strategic transactions, corporate restructurings, and valuations for corporate and other purposes. Union Square provides investment banking and other services to a wide range of corporations and individuals, domestically and offshore, from which conflicting interests or duties may arise.

It is understood that this letter and the opinion set forth is for the information of the Board of Directors and the Board of Director’s evaluation of the Merger, and may not be used or relied upon by another person or body

61

or for any other purpose; provided, however, that the opinion may be included in its entirety in any filing NeoPhotonics is required to make with the Securities and Exchange Commission in connection with the Merger if such inclusion is required by applicable law.

During the two-year period prior to the date of its opinion, Union Square has not been engaged to provide financial advisory or other services to Parent (or any of its affiliates) and has not received any compensation from Parent (or any of its affiliates). other than in connection with the Merger and the transactions related therewith. Union Square may provide financial advisory or other services to NeoPhotonics, Parent or any of their affiliates in the future, and in connection with any such services Union Square may receive compensation.

In the ordinary course of business, Union Square, its successors, its officers and employees and their affiliates may trade securities of Parent or NeoPhotonics for its own accounts and the accounts of its customers and, accordingly, may at any time hold a long or short position in such securities.

Our engagement letter with Union Square provides that Union Square will receive fees for its financial advisory services, a portion of which was payable upon delivery of its opinion and a substantial portion of which is payable contingent upon the closing of any transaction, such as the Merger, that results in the effective sale, transfer or other disposition of ownership or control over the operations of NeoPhotonics. The engagement letter provides that we will pay Union Square a fee for its services of approximately $9.1 million, $750,000 of which was paid upon delivery of Union Square’s opinion and the remainder of which is payable upon closing of the Merger. We have also agreed to reimburse Union Square for its reasonable expenses, including fees of outside counsel, incurred in connection with its engagement. In addition, we have agreed to indemnify Union Square and its affiliates, their respective members, directors, officers, partners, agents and employees and each person, if any, controlling Union Square or any of its affiliates against certain liabilities relating to or arising out of Union Square’s engagement or any related transactions. Union Square’s opinion was approved by Union Square’s fairness opinion committee in accordance with Union Square’s customary practice.

Interests of NeoPhotonics’ Directors and Executive Officers in the Merger

When considering the recommendation of the Board of Directors that you vote to approve the proposal to adopt the Merger Agreement, you should be aware that our directors and executive officers may have interests in the Merger that are different from, or in addition to, the interests of stockholders generally, as more fully described below. The Board of Directors was aware of and considered these interests, among other matters, to the extent that they existed at the time, in reaching the determination that the terms and conditions of the Merger and the Merger Agreement were fair to, advisable and in the best interests of the Company and its stockholders, in reaching its decision to approve and adopt the Merger Agreement and in making their recommendation that our stockholders vote in favor of the adoption of the Merger Agreement. For additional information regarding the interests of our directors and executive officers in the Merger, see the section of this proxy statement captioned “—Interests of NeoPhotonics’ Directors and Executive Officers in the Merger”.

Arrangements with Parent

As of the date of this proxy statement, none of our executive officers have entered into any agreement with Parent or any of its affiliates regarding employment with, or the right to purchase or participate in the equity of, the Surviving Corporation, Parent or one or more of their affiliates. Prior to and following the Closing of the Merger, however, certain of our executive officers may have discussions, and following the Closing of the Merger, may enter into agreements with, Parent or Merger Sub, their subsidiaries or their respective affiliates regarding employment with, or the right to purchase or participate in the equity of Parent.

Insurance and Indemnification of Directors and Executive Officers

Pursuant to the Merger Agreement, for a period of six years following the Effective Time, Parent will cause the Surviving Corporation and its Subsidiaries to honor and fulfill in all respects the obligations of NeoPhotonics

62

and its Subsidiaries under their respective certificates of incorporation and bylaws (and other similar organizational documents) and all agreements for indemnification, exculpation of liability or advancement of expenses, in effect as of the November 3, 2021 between NeoPhotonics and its Subsidiaries current or former directors or officers or any person who becomes a director or officer prior to the Effective Time (the “Indemnified Parties”), all of which agreements will continue in full force and effect in accordance with their terms and will not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of such Indemnified Parties. If any claim, action, suit, proceeding or investigation (whether arising before, at or after the Effective Time) is made against any Indemnified Party with respect to matters subject to indemnification hereunder on or prior to the sixth anniversary of the Effective Time, the rights to indemnification and exculpation from liabilities and advancement of expenses referenced in the preceding sentence will continue in effect until the final disposition of such claim, action, suit, proceeding or investigation.

Additionally, for a period of six years after the Effective Time, Parent and the Surviving Corporation will maintain in effect NeoPhotonics’ current directors’ and officers’ liability insurance (“D&O Insurance”) in respect of facts, events, acts or omissions occurring at or prior to the Effective Time, covering each person covered by the D&O Insurance immediately prior to the Effective Time, on terms with respect to the coverage and amounts no less favorable to such insured persons than those of the D&O Insurance in effect as of November 3, 2021. The Surviving Corporation may, at its option, substitute therefor policies of Parent, the Surviving Corporation or any of their respective Subsidiaries containing terms with respect to coverage and amounts no less favorable to such persons than the D&O Insurance. Prior to the Effective Time, NeoPhotonics may purchase a six-year “tail” prepaid policy (the “Tail Policy”) on the D&O Insurance on terms and conditions no less favorable to the insured Persons, in the aggregate, than the D&O Insurance and for an amount not to exceed the three hundred fifty percent (350%) of the amount paid by NeoPhotonics for coverage for its last full fiscal year. In the event that the Company does not purchase the Tail Policy, Parent may purchase a Tail Policy on the D&O Insurance on terms and conditions no less favorable to the insured persons, in the aggregate, than the D&O Insurance. For more information, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Director and Officer Indemnification and Insurance.”

Treatment of Company Options, Company RSUs, Company PRSUs and Company SAUs

NeoPhotonics from time to time has granted awards under its equity incentive plans, including Company Options, Company RSUs, Company PRSUs and Company SAUs.

As of November 22, 2021, there were 1,338,676 shares of common stock subject to outstanding Company Options, 3,432,043 shares of common stock subject to outstanding Company RSUs, 374,325 shares of common stock subject to outstanding Company PRSUs and 150,000 stock appreciation units subject to outstanding Company SAUs, which may only be settled in cash.

The Merger Agreement provides that (i) each Cancelled Company RSU will be cancelled and terminated and converted into the right to receive the Merger Consideration with respect to each share of NeoPhotonics common stock underlying such Cancelled Company RSU; (ii) each Cancelled Company PRSU will be cancelled and terminated and converted into the right to receive the Merger Consideration with respect to each share of NeoPhotonics common stock underlying such award that would have been issued to the holder pursuant to the terms of the applicable award agreement and the determination of the achievement of the applicable performance objective was not yet determined as of the Effective Time; (iii) each Cancelled Company Option will be cancelled and terminated and converted into the right to receive, with respect to each share of NeoPhotonics common stock underlying such Cancelled Company Option, a cash payment equal to the excess (if any) of: (A) the Merger Consideration less (B) the exercise price per share of such Cancelled Company Option; and (iv) each Cancelled Company SAU will be cancelled and terminated and converted into the right to receive, with respect to each share of NeoPhotonics common stock underlying such Cancelled Company SAU, a cash payment equal to the excess (if any) of: (A) the Merger Consideration less (B) the exercise or base price per share of such Cancelled Company SAU, in each case (i) – (iv) subject to any required withholding of taxes. The consideration

63

described in each of the foregoing items (i) – (iv) shall, in each case, be subject to any required withholding of taxes.

The Merger Agreement provides that (i) each Assumed Company RSU, (ii) each Assumed Company PRSU, and (iii) each Assumed Company Option will be assumed by Parent. Each Assumed Award will be subject to substantially the same terms and conditions as applied to the related award of Company RSU, Company PRSU and Company Option immediately prior to the Effective Time, including the vesting schedule thereto, except that (A) the number of shares of Parent common stock subject to each Assumed Award shall equal the product of (x) the number of shares of NeoPhotonics common stock underlying such award as of immediately prior to the Effective Time (or, with respect to the Assumed Company PRSU, the number of shares of NeoPhotonics common stock underlying such award that are eligible to vest pursuant to the applicable award agreement) multiplied by (y) the Equity Award Exchange Ratio, rounded down to the nearest whole share; and (B) with respect to each Assumed Company Option only, the per share exercise price shall be equal to the quotient determined by dividing (x) the exercise price per share at which such Assumed Company Option was exercisable immediately prior to the Effective Time by (y) the Equity Award Exchange Ratio, rounded up to the nearest whole cent. Each Assumed Company Option will qualify following the Effective Time as an incentive stock option as defined in Section 422 of the Code to the extent permitted under Section 422 of the Code and to the extent such Assumed Company Option qualified as an incentive stock option prior to the Effective Time. Assumed Company RSUs, Company PRSUs and Company Options granted under the Company’s 2010 Equity Incentive Plan and held by non-employee directors or employees at the employee-director level or above will accelerate vesting by twelve (12) months if the participant is terminated without “cause” or resigns for “good reason” (as such terms are defined in the 2010 Equity Incentive Plan) within twelve (12) months following the Merger.

Our Board of Directors is expected to approve accelerated vesting in full of outstanding and unvested Company Options and Company RSUs held by our non-employee directors prior to the Effective Time, with such awards being treated as Cancelled Company Options and Cancelled Company RSUs, respectively.

Payments Upon Termination At or Following Change in Control

Executive Severance Benefits Agreements

Timothy S. Jenks

On March 30, 2010, NeoPhotonics entered into an employment letter agreement with Mr. Jenks, pursuant to which he continues to serve, on an at-will basis, as the Company Chairman, Chief Executive Officer, and President. This employment letter agreement provides for an annual base salary which is currently set at $546,312 per year, which the base salary increase became effective July 1, 2021, subject to periodic review and adjustment. The agreement also provides for Mr. Jenks’ general eligibility for annual variable pay based on Company performance, for stock awards and for long-term incentives.

Effective as of August 5, 2016, NeoPhotonics entered into a retention agreement with Mr. Jenks, which replaced a prior severance rights agreement with him dated as of April 30, 2012. The retention agreement provides for the payment of severance benefits to Mr. Jenks in the event of the termination of his employment as described below.

Involuntary Termination Generally. Upon an Involuntary Termination (as defined below) which does not occur on or within 12 months following a Change in Control (as defined below), and subject to his execution of a binding release of claims (the “Release Requirement”), Mr. Jenks would receive the following severance benefits: (1) a lump sum severance payment equal to the sum of: (A) 200% of his base salary, (B) 100% of his annual target bonus for the year of termination and (C) a cash payment equal to $144,000 (intended to assist in the payment of, but not required to be used for, premiums for continued health insurance); and (2) accelerated vesting of all of Mr. Jenks’s outstanding equity awards as if he had provided continued service over the 18-month period following termination (including a waiver of any performance-based criteria).

64

Involuntary Termination Following a Change in Control. Upon an Involuntary Termination of Mr. Jenks’s employment within 12 months following a Change in Control, and subject to satisfaction of the Release Requirement, Mr. Jenks would receive the following severance benefits: (1) a lump sum severance payment equal to the sum of: (A) 200% of his base salary, (B) 200% of his annual target bonus for the year of termination, and (C) a cash payment equal to $144,000 (intended to assist in the payment of, but not required to be used for, continued health insurance); and (2) full vesting of all of Mr. Jenks’s outstanding equity awards (including, a waiver of any performance-based criteria). The retention agreement with Mr. Jenks also provides that if he is involuntarily terminated prior to a Change in Control and he can reasonably demonstrate to the Board of Directors’ satisfaction that such termination was at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a Change in Control, then he will be entitled to the severance benefits payable on an involuntary termination following a Change in Control.

Change in Control. Pursuant to the retention agreement, in the event of a Change in Control in which the acquirer does not assume unvested equity awards, the vesting of each outstanding equity award will accelerate as if Mr. Jenks had completed an additional 18 months of continuous service following the closing of such Change in Control. Because Parent is assuming the Assumed Awards, this treatment will not apply to the Merger.

Death. The retention agreement provides for a supplemental cash payment, in addition to any death benefits payable under the Company’s life insurance policies, in the event that Mr. Jenks’ employment terminates due to his death while he is outside of his country of residence (for any reason), should the supplement be required in order to provide for total death benefits equal to two times his then-current annual base salary.

Elizabeth Eby

On July 17, 2017, NeoPhotonics entered into an offer letter with Ms. Eby to serve as the Company Senior Vice President, Finance, and Chief Financial Officer, on an at-will basis. This offer letter provided for an annual base salary which is currently set at $376,016 per year, which became effective July 1, 2021, subject to periodic review and adjustment. The letter also provides for Ms. Eby’s general eligibility for annual variable pay based on the Company performance, for stock awards and for long term incentives.

Effective as of August 14, 2017, NeoPhotonics entered into a retention agreement with Ms. Eby, which was amended on November 6, 2017. The retention agreement (as amended) provides for the payment of severance benefits to Ms. Eby in the event of the termination of her employment as described below.

Involuntary Termination Generally. Upon an Involuntary Termination which does not occur on or within 12 months following a Change in Control, and subject to her satisfaction of the Release Requirement, Ms. Eby would receive the following severance benefits: (1) a lump sum severance payment equal to the sum of: (A) 100% of her base salary and (B) a cash payment equal to $72,000 (intended to assist in the payment of, but not required to be used for, premiums for continued health insurance); and (2) accelerated vesting of all of Ms. Eby’s outstanding time-vesting equity awards as if she had provided continued service over the 18-month period following termination (but no waiver of any performance-based criteria).

Involuntary Termination Following a Change in Control. Upon an Involuntary Termination on or within 12 months following a Change in Control, and subject to her satisfaction of the Release Requirement, Ms. Eby would receive the following severance benefits: (1) a lump sum severance payment equal to the sum of: (A) 100% of her base salary, (B) 100% of her annual target bonus for the year of termination, and (C) a cash payment equal to $72,000 (intended to assist in the payment of, but not required to be used for, premiums for continued health insurance); and (2) accelerated vesting of all of Ms. Eby’s outstanding time-vesting equity awards as if she had provided continued service to the Company for the 24 month period following the effective date of the Change in Control (but no waiver of any performance-based criteria).

Change in Control. Pursuant to the retention agreement, in the event of a Change in Control in which the acquirer does not assume unvested equity awards, the vesting of each outstanding equity award will accelerate as if

65

Ms. Eby had completed an additional 18 months of continuous service following the closing of such Change in Control. Because Parent is assuming the Assumed Awards, this treatment will not apply to the Merger.

Death. The retention agreement provides for a supplemental cash payment, in addition to any death benefits payable under the Company’s life insurance policies, in the event that Ms. Eby’s employment terminates due to her death while she is outside of her country of residence (for any reason), should the supplement be required in order to provide for total death benefits equal to two times her then-current annual base salary.

Dr. Raymond Cheung

Dr. Cheung’s current base salary is $395,230, which became effective July 1, 2021, subject to periodic review and adjustment.

Effective as of August 5, 2016, NeoPhotonics entered into a retention agreement with Dr. Cheung. The retention agreement provides for the payment of severance benefits to Dr. Cheung in the event of the termination of his employment as described below.

Involuntary Termination Generally. Under the retention agreement, if Dr. Cheung’s employment terminates as a result of Involuntary Termination which does not occur on or within 12 months following a Change in Control, and subject to Dr. Cheung’s satisfaction of the Release Requirement, Dr. Cheung would receive the following severance benefits: (1) a lump sum severance payment equal to the sum of: (A) 200% of his base salary and (B) a cash payment equal to $144,000 (intended to assist in the payment of, but not required to be used for, premiums for continued health insurance); and (2) accelerated vesting of all of Dr. Cheung’s outstanding time-vesting equity awards as if he had provided continued service with the Company over the 18 month period following termination (but no waiver of any performance-based criteria).

Involuntary Termination Following a Change in Control. Upon an Involuntary Termination on or within 12 months following a Change in Control, and subject to his satisfaction of the Release Requirement, Dr. Cheung would receive the following severance benefits: (1) a lump sum severance payment equal to the sum of: (A) 200% his base salary, (B) 200% of his annual target bonus for the year of termination, and (C) a cash payment equal to $144,000 (intended to assist in the payment of, but not required to be used for, premiums for continued health insurance); and (2) accelerated vesting in full of all of Dr. Cheung’s outstanding time-vesting equity awards (but no waiver of any performance-based criteria).

Change in Control. Pursuant to the retention agreement, in the event of a Change in Control in which the acquirer does not assume unvested equity awards, the vesting of each outstanding equity award will accelerate as if Dr. Cheung had completed an additional 18 months of continuous service following the closing of such Change in Control. Because Parent is assuming the Assumed Awards, this treatment will not apply to the Merger.

Death. The retention agreement provides for a supplemental cash payment, in addition to any death benefits payable under the Company’s life insurance policies, in the event that Dr. Cheung’s employment terminates due to his death while he is outside of his country of residence (for any reason), should the supplement be required in order to provide for total death benefits equal to two times his then-current annual base salary.

Dr. Wupen Yuen

In January 2005, NeoPhotonics entered into an offer letter with Dr. Yuen to serve as the Company Director of Business Development on an at-will basis. The offer letter provides for an annual base salary which is currently set at $380,380 per year, which became effective July 1, 2021, subject to periodic review and adjustment.

Effective as of August 5, 2016, NeoPhotonics entered into a retention agreement with Dr. Yuen. The retention agreement provides for the payment of severance benefits to Dr. Yuen in the event of the termination of his employment as described below.

66

Involuntary Termination Generally. Under the retention agreement, if Dr. Yuen’s employment terminates as a result of Involuntary Termination which does not occur on or within 12 months following a Change in Control , and subject to Dr. Yuen’s satisfaction of the Release Requirement, Dr. Yuen would receive the following severance benefits: (1) a lump sum severance payment equal to the sum of: (A) 200% of his base salary and (B) a cash payment equal to $144,000 (intended to assist in the payment of, but not required to be used for, continued health insurance); and (2) the vesting of all of Dr. Yuen’s outstanding time-vesting equity awards will accelerate as to the number of shares that would have vested subject to continued service over the 18 month period following termination (but no waiver of any performance-based criteria).

Involuntary Termination Following a Change in Control. Under the retention agreement, if Dr. Yuen’s employment terminates as a result of Involuntary Termination on or within 12 months following a Change in Control, and subject to his satisfaction of the Release Requirement, Dr. Yuen would receive the following severance benefits: (1) a lump sum severance payment equal to the sum of: (A) 200% his base salary, (B) 200% of his target bonus for the year of termination, and (C) a cash payment equal to $144,000 (intended to assist in the payment of, but not required to be used for, premiums for continued health insurance); and (2) accelerated vesting in full of all of Dr. Yuen’s outstanding time-vesting equity awards (but no waiver of any performance-based criteria).

Change in Control. Pursuant to the retention agreement, in the event of a Change in Control in which the acquirer does not assume unvested equity awards, the vesting of each outstanding equity award will accelerate as if Dr. Yuen had completed an additional 18 months of continuous service following the closing of such Change in Control. Because Parent is assuming the Assumed Awards, this treatment will not apply to the Merger.

Death. The retention agreement provides for a supplemental cash payment, in addition to any death benefits payable under the Company’s life insurance policies, in the event that Dr. Yuen’s employment terminates due to his death while he is outside of his country of residence (for any reason), should the supplement be required in order to provide for total death benefits equal to two times his then-current annual base salary.

Bradford W. Wright

In July 2021, NeoPhotonics entered into an offer letter with Mr. Wright to serve as the Company Senior Vice President of Global Sales on an at-will basis. The offer letter provides for an annual base salary which is currently set at $370,000 per year, subject to periodic review and adjustment.

Effective as of July 27, 2021, NeoPhotonics entered into a retention agreement with Mr. Wright. The retention agreement provides for the payment of severance benefits to Mr. Wright in the event of the termination of his employment as described below.

Involuntary Termination Generally. If Mr. Wright’s employment terminates as a result of Involuntary Termination which does not occur on or within 12 months following a Change in Control, and subject to Mr. Wright’s satisfaction of the Release Requirement, Mr. Wright would receive the following severance benefits: (1) a lump sum severance payment equal to the sum of: (A) 100% of his base salary and (B) a cash payment equal to $72,000 (intended to assist in the payment of, but not required to be used for, premiums for continued health insurance); and (2) accelerated vesting of all of Mr. Wright’s outstanding time-vesting equity awards as if he had provided continued service to the Company over the 18 month period following termination (but no waiver of any performance-based criteria).

Involuntary Termination Following a Change in Control. If Mr. Wright’s employment terminates as a result of Involuntary Termination on or within 12 months following a Change in Control, and subject to Mr. Wright’s satisfaction of the Release Requirement, Mr. Wright would receive the following severance benefits: (1) a lump sum severance payment equal to the sum of: (A) 100% of his base salary, (B) 100% of his annual target bonus for the year of termination, and (C) a cash payment equal to $72,000 (intended to assist in the payment of, but not

67

required to be used for, premiums for continued health insurance); and (2) accelerated vesting of all of Mr. Wright’s outstanding time-vesting equity awards as if he had provided continued service to the Company over the 24 month period following the effective date of the Change in Control (but no waiver of any performance-based criteria).

Change in Control. Pursuant to the retention agreement, in the event of a Change in Control in which the acquirer does not assume unvested equity awards, the vesting of each outstanding equity award will accelerate as if Mr. Wright had completed an additional 18 months of continuous service following the closing of such Change in Control. Because Parent is assuming the Assumed Awards, this treatment will not apply to the Merger.

Death. The retention agreement provides for a supplemental cash payment, in addition to any death benefits payable under the Company’s life insurance policies, in the event that Mr. Wright’s employment terminates due to his death while he is outside of his country of residence (for any reason), should the supplement be required in order to provide for total death benefits equal to two times his then-current annual base salary.

280G Best-Of Provision

Executive officers participating in the Company’s 2010 Equity Incentive Plan are subject to a provision in the plan intended to mitigate potential adverse tax treatment for participants due to the Internal Revenue Code Section 280G golden parachute rules. The 2010 Equity Incentive Plan provides that any payments received by participants that are excess parachute payments subject to excise tax under Section 4999 of the Code, then such payment will be automatically reduced to either (x) the largest portion of such payment that would result in no amount being subject to such excise tax or (y) the largest portion, up to and including the total payment, which, after taking into account all applicable federal, state and local employment taxes, income taxes, and the excise tax, results in the participant’s receipt of the greater net amount.

Definitions

Except as otherwise expressly set forth above, for purposes of the current retention agreements entered into with the Company’s named executive officers, the following definitions apply:

“Cause” means the occurrence of any of the following events: (i) any act of personal dishonesty taken by the named executive officer in connection with his or her responsibilities as an employee and intended to result in substantial personal enrichment of the named executive officer; (ii) the conviction of a felony; (iii) a willful act by the named executive officer that constitutes gross misconduct and which materially injures the Company; and (iv) following delivery to the named executive officer of a written demand for performance from the Company, which describes the basis for the Company’s belief that the named executive officer has not substantially performed his or her duties, continued violations by him or her of his or her obligations to the Company that are demonstrably willful and deliberate on the named executive officer’s part.

“Change in Control” means the occurrence of any of the following events and includes the Merger: (i) any person becomes the beneficial owner, directly or indirectly, of Company securities representing 50% or more of the total voting power represented by the Company’s then-outstanding voting securities; (ii) the consummation of the sale or disposition of all or substantially all of the Company’s assets; (iii) the consummation of a merger or consolidation with any other entity, other than a merger or consolidation that would result in Company voting securities outstanding immediately prior thereto continuing to represent at least 60% of the total voting power represented by Company voting securities or the voting securities of such surviving entity (or its parent) outstanding immediately after such merger or consolidation; or (iv) certain changes affecting the majority of the directors of the Board of Directors.

“Disability” means that the named executive officer has been unable to perform his or her duties as the result of his or her incapacity due to physical or mental illness, and such inability, at least 26 weeks after its commencement, is determined to be total and permanent by a physician selected by the Company or the Company’s insurers and acceptable to the named executive officer or his or her legal representative.

68

“Good Reason” means the named executive officer’s voluntary resignation from all positions he or she holds with us, effective within 90 days after the occurrence of: (i) a material reduction or other material adverse change in the named executive officer’s job duties, responsibilities, authority or requirements, including the removal of such job duties, responsibilities, authority or requirements (which, for Mr. Jenks, shall include any change which requires him to report to anyone other than our Board of Directors or the board of directors of a successor corporation or an affiliate thereof); (ii) any material diminution (or any diminution with respect to Mr. Jenks) of the named executive officer’s annual base compensation and, with respect to Mr. Jenks only, his annual target bonus; (iii) the Company requiring the named executive officer to move his or her primary work location to a location that increases his or her one-way commute by more than 50 miles (or 25 miles with respect to Mr. Jenks) from the Company’s then-current location; or (iv) the Company’s failure to obtain the assumption, in all material respects, of the retention agreement by any of the Company’s successors; provided that the named executive officer must provide written notice to the Company of the existence of one of these conditions within 60 days after its initial existence, and the Company must be provided with a period of 30 days during which the Company may cure the circumstances giving rise to the condition, in which case no Good Reason will exist.

“Involuntary Termination” means (i) any termination of the named executive officer’s employment by the Company without Cause (other than by reason of death or Disability) or (ii) the named executive officer’s resignation for Good Reason.

Annual Incentive Compensation

In the second-half of December 2021, the Company may pay to each executive officer a cash amount, less applicable tax withholding, not to exceed 50% of such employee’s fiscal 2021 target annual bonus under the Company’s 2021 Incentive Bonus Plan, dated September 2021 (the actual gross amount paid to each such employee, the “2021 Partial Bonus Payment”). If actual achievement will result in any such employee becoming eligible to receive a bonus under this plan in excess of such employee’s 2021 Partial Bonus Payment (the full amount earned by the employee under the plan based on such achievement, the “2021 Actual Bonus”), then the Company may pay to such employee in the first quarter of fiscal year 2022 in the ordinary course of business an amount, less applicable tax withholding, equal to (x) the 2021 Actual Bonus less (y) the 2021 Partial Bonus Payment, subject to the terms and conditions of the Company’s 2021 Incentive Bonus Plan, dated September 2021.

Quantification of Potential Payments to Certain NeoPhotonics Executive Officers in Connection with the Merger

In accordance with Item 402(t) of Regulation S-K, the table below sets forth the compensation that is based on or otherwise relates to the Merger that will or may become payable to certain executive officers in connection with the Merger. Please see the section of this proxy statement captioned “—Interest of NeoPhotonics’ Directors and Executive Officers in the Merger—Payments Upon Termination At or Following Change in Control” for further information regarding this compensation.

The table below assumes that (i) for the purposes of this table only that, the Closing of the Merger occurs on March 31, 2022 and that the equity treatment occurs as described in the section of this proxy statement captioned “The Merger—Treatment of Company Options, Company RSUs, Company PRSUs and Company SAUs”; (ii) the employment of Mr. Jenks, Ms. Eby and Drs. Cheung and Yuen is terminated by us without “cause” or due to the named executive officer’s resignation for “good reason” (each, a “qualifying termination”) immediately following the Closing of the Merger in a manner entitling the named executive officer to receive the severance benefits described in the section of this proxy statement captioned “—Interests of NeoPhotonics’ Directors and Executive Officers in the Merger—Payments Upon Termination At or Following Change in Control”; (iii) no named executive officer receives any additional equity grants on or prior to the Closing of the Merger; and (iv) no named executive officer enters into new agreements or is otherwise legally entitled to, prior to the Closing of the Merger, additional compensation or benefits. Pursuant to applicable proxy disclosure rules, the value of the

69

equity award acceleration below is calculated based on the number of shares covered by the applicable Company RSU, Company PRSU, Company Option and Company SAU that are accelerating multiplied by the per share Merger Consideration of $16.00 (less the applicable exercise or base price per share in the case of Company Options and Company SAUs). The amounts shown in the table below do not include the value of payments or benefits that would have been earned, or any amounts associated with equity awards that would vest pursuant to their terms, on or prior to the Closing of the Merger, or the value of payments or benefits that are not based on or otherwise related to the Merger.

In addition to the assumptions described in the preceding paragraph, the amounts set forth in the table below are based on certain other assumptions that are described in the footnotes accompanying the table below. The assumptions based upon which we have estimated the amounts in the table below may or may not actually occur. Accordingly, the ultimate amounts to be received by a named executive officer in connection with the Merger may differ from the amounts set forth below.

Of the amounts listed in this column:

For each of the named executive officers, the amount listed in this column also represents, in part, the aggregate of the Merger Consideration that will be paid in cancellation of each Cancelled Company RSU,

70

Cancelled Company PRSU, Cancelled Company Option and Cancelled Company SAU held by the named executive officer immediately prior to the Closing of the Merger, determined as described in the section of this proxy statement captioned “—Treatment of Company Option, Company RSUs, Company PRSUs and Company SAUs”, and which is as follows: for Mr. Jenks $6,194,656 (of which $4,327,456 relates to Company RSUs, $1,867,200 relates to Company PRSUs, $0 relates to Company Options, and $0 Company SAUs), Ms. Eby $1,975,456 (of which $1,161,856 relates to Company RSUs, $813,600 relates to Company PRSUs, $0 relates to Company Options, and $0 Company SAUs), for Dr. Cheung $2,590,656 (of which $1,777,056 relates to Company RSUs, $813,600 relates to Company PRSUs, $0 relates to Company Options, and $0 Company SAUs), and for Dr. Yuen $2,737,856 (of which $1,887,456 relates to Company RSUs, $850,400 relates to Company PRSUs, $0 relates to Company Options, and $0 Company SAUs). No outstanding equity awards will vest on the Change in Control because the Parent will be assuming all unvested awards. The table below sets forth the amounts payable in connection with the Merger with respect of awards that were unvested prior to the Merger.

Equity Awards Held by NeoPhotonics’ Executive Officers and Non-Employee Directors

As discussed above at “The Merger—Treatment of Company Options, Company RSUs, Company PRSUs and Company SAUs”, at the Effective Time, (i) each Cancelled Company RSU will be cancelled and terminated and converted into the right to receive the Merger Consideration with respect to each share of NeoPhotonics common stock underlying such award; (ii) each Cancelled Company PRSU will be cancelled and terminated and converted into the right to receive the Merger Consideration with respect to each share of NeoPhotonics common stock underlying such award that would have been issued to the holder pursuant to the terms of the applicable award agreement and the determination of the achievement of the applicable performance objective was not yet determined as of the Effective Time; (iii) each Cancelled Company Option will be cancelled and terminated and converted into the right to receive, with respect to each share of NeoPhotonics common stock underlying such Cancelled Company Option, a cash payment equal to the excess (if any) of: (A) the Merger Consideration less (B) the exercise price per share of such Cancelled Company Option; and (iv) each Cancelled Company SAU will be cancelled and terminated and converted into the right to receive, with respect to each share of NeoPhotonics common stock underlying such Cancelled Company SAU, a cash payment equal to the excess (if any) of: (A) the Merger Consideration less (B) the exercise or base price per share of such Cancelled SAU. The consideration described in each of the foregoing items (i) – (iv) shall, in each case, be subject to any required withholding of taxes.

Effective as of the Effective Time, each Assumed Award will be assumed by Parent. Each Assumed Award will be subject to substantially the same terms and conditions as applied to the related award of Company RSU, Company PRSU and Company Option immediately prior to the Effective Time, including the vesting schedule thereto, except as otherwise provided in the Merger Agreement and described above at “—Treatment of Company Options, Company RSUs, Company PRSUs and Company SAUs”.

Each of our executive officers will receive, or is eligible to receive, the applicable vesting acceleration benefits with respect to his or her equity awards described above under the heading “—Payments Upon Termination At or Following Change in Control”.

71

Our Board of Directors is expected to approve accelerated vesting in full of outstanding and unvested Company Options and Company RSUs held by our non-employee directors prior to the Effective Time, with such awards being treated as Cancelled Company Options and Cancelled Company RSUs, respectively.

Equity Interests of NeoPhotonics’ Executive Officers and Non-Employee Directors

The following table sets forth (i) the number of shares of NeoPhotonics common stock and (ii) the number of shares of NeoPhotonics common stock underlying Cancelled Company Options, Cancelled Company RSUs, Cancelled Company PRSUs and Cancelled Company SAUs held by each of NeoPhotonics’ executive officers and non-employee directors that are outstanding as of November 22, 2021. The table also sets forth the values of these equity awards, determined as described above at “—Equity Awards Held by NeoPhotonics’ Executive Officers and Non-Employee Directors,” as well as the value of shares of common stock held outright by NeoPhotonics’ executive officers and non-employee directors, determined as described above at “—NeoPhotonics Common Stock.” No additional shares of common stock or equity awards were granted to any executive officer or non-employee director in contemplation of the Merger.

Financing of the Merger

The obligation of Parent and Merger Sub to consummate the Merger is not subject to any financing condition. Parent and Merger Sub have represented to NeoPhotonics that, as of November 3, 2021 they do have, and at the Closing, they will have available to them, together with NeoPhotonics’ cash on hand, sufficient funds necessary to (i) consummate the transactions contemplated by the Merger Agreement and to make all payments to NeoPhotonics stockholders in respect of their NeoPhotonics common stock, Company Options, Company RSUs, Company PRSUs and Company SAUs, (ii) pay any and all fees and expenses required to be paid at Closing by Parent and Merger Sub in connection with the Merger, and (iii) prepay or repay any outstanding Indebtedness of the Company or any of its Subsidiaries required by the Merger Agreement to be prepaid or repaid at Closing and (iv) satisfy all of the other payment obligations of Parent and Merger Sub contemplated by the Merger Agreement. We anticipate that the total amount of funds necessary to complete the Merger and the related transactions, and to pay the fees and expenses required to be paid at the Closing of the Merger by Parent and Merger Sub under the Merger Agreement, will be approximately $913,000,000.

72

Interim Financing Arrangement

Parent has agreed to arrange for up to $50,000,000 in interim debt financing that is unsecured, subordinated to NeoPhotonics’ existing secured credit facility with Wells Fargo, which has a term of up to two years and bears interest at the Prime Rate, subject to certain terms and conditions and entry into definitive loan documentation.

Appraisal Rights

If the Merger is consummated and certain conditions are met, stockholders of the Company (i) who continuously hold shares of NeoPhotonics common stock through the Effective Time, (ii) who did not vote their shares in favor of the adoption of the Merger Agreement; (iii) who are entitled to demand appraisal rights under Section 262 of the DGCL, (iv) who otherwise properly comply with the applicable requirements and procedures of Section 262 of the DGCL; and (v) who do not thereafter withdraw their demand for appraisal of such shares, fail to perfect or otherwise lose their appraisal rights, in each case in accordance with Section 262 of the DGCL, will be entitled to demand appraisal of their shares and receive, in lieu of the Merger Consideration, an amount in cash equal to the “fair value” of their shares (as of the Effective Time, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any), as determined by the Delaware Court, in accordance with Section 262 of the DGCL. Stockholders should be aware that the fair value of their shares could be more than, the same as or less than the Merger Consideration and that an investment banking opinion as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Merger, is not an opinion as to, and does not otherwise address, fair value under Section 262 of the DGCL. Any stockholder contemplating the exercise of such appraisal rights should review carefully the provisions of Section 262 of the DGCL, particularly the procedural steps required to properly demand and perfect such rights attached to this proxy as Annex C.

The following is a summary of the procedures to be followed by stockholders that wish to exercise their appraisal rights under Section 262 of the DGCL, the full text of which is attached to this proxy as Annex C. This summary does not purport to be a complete statement of, and is qualified in its entirety by reference to, Section 262 of the DGCL. All references in Section 262 of the DGCL and in this summary to a “stockholder” are to the record holder of shares immediately prior to the Effective Time of the Merger as to which appraisal rights are asserted. A person holding a beneficial interest in shares held of record in the name of another person, such as a broker or nominee, must act promptly to cause the stockholder of record to follow the steps summarized below properly and in a timely manner to perfect appraisal rights. Failure to follow any of the procedures of Section 262 of the DGCL may result in termination or waiver of appraisal rights under Section 262 of the DGCL. Stockholders should assume that the Company will take no action to perfect any appraisal rights of any stockholder.

Any stockholder who desires to exercise his, her or its appraisal rights should review carefully Section 262 of the DGCL and is urged to consult his, her or its legal advisor before electing or attempting to exercise such rights. The following summary does not constitute any legal or other advice nor does it constitute a recommendation that Company stockholders exercise appraisal rights under Section 262 of the DGCL.

Under Section 262 of the DGCL, where a merger is approved under Section 251, either a constituent corporation before the effective date of the merger, or the surviving corporation within 10 days thereafter, will notify each of the stockholders of any class or series of stock of such constituent corporation who are entitled to appraisal rights of the approval of the merger or consolidation and that appraisal rights are available for any or all shares of such class or series of stock of such constituent corporation, and will include in such notice a copy of Section 262.

This proxy statement constitutes the formal notice of appraisal rights under Section 262 of the DGCL, and the required copy of Section 262 of the DGCL is attached to this proxy statement as Annex C. Any

73

stockholder who wishes to exercise such appraisal rights or who wishes to preserve his, her or its right to do so should review the following discussion and Annex C carefully because failure to timely and properly comply with the procedures specified may result in the loss of appraisal rights under the DGCL.

If a stockholder elects to exercise appraisal rights under Section 262 of the DGCL, such stockholder must do all of the following:

Within 10 days after the Effective Time of the Merger, the Surviving Corporation will provide notice of the effective date of the Merger to those stockholders of the Company who (i) have properly made a written demand for appraisal pursuant to the first bullet above, as required by Section 262 of the DGCL, (ii) have not voted in favor of the adoption of the Merger Agreement and (iii) have not withdrawn or otherwise lost the right to appraisal. If the Merger is consummated, a failure to make a written demand for appraisal in accordance with the time periods specified in the first bullet above (or to take any of the other steps specified in the above bullets) will be deemed to be a waiver or a termination of your appraisal rights. At any time within 60 days after the Effective Time of the Merger, any stockholder who has demanded an appraisal, but who has not commenced an appraisal proceeding or joined that proceeding as a named party, has the right to withdraw the demand and to accept the Merger Consideration, without interest, specified by the Merger Agreement for his, her or its shares. Any attempt to withdraw made more than 60 days after the Effective Time of the Merger will require the written approval of the Surviving Corporation and no appraisal proceeding before the Delaware Court as to any stockholder will be dismissed without the approval of the Delaware Court. Such approval may be conditioned upon any terms the Delaware Court deems just; provided, however, that this provision will not affect the right of any stockholder that has made an appraisal demand but who has not commenced an appraisal proceeding or joined such proceeding as a named party to withdraw such stockholder’s demand for appraisal and to accept the terms offered in the Merger within 60 days after the Effective Time of the Merger. If the Surviving Corporation does not approve a stockholder’s request to withdraw a demand for appraisal when the approval is required or if the Delaware Court does not approve the dismissal of an appraisal proceeding, the stockholder would be entitled to receive only the appraised value determined in any such appraisal proceeding. This value could be higher or lower than, or the same as, the value of the Merger Consideration.

Written Demand by the Stockholder

All written demands for appraisal should be addressed to NeoPhotonics, 3081 Zanker Road, San Jose, California, 95134, Attention: General Counsel. The demand for appraisal must be executed by or for the stockholder of record, fully and correctly, as such stockholder’s name appears on the stockholder’s certificates (whether in book entry or on physical certificates) evidencing such stockholder’s shares. If the shares are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, the demand should be made in that capacity, and if the shares are owned of record by more than one person, as in a joint tenancy or tenancy in

74

common, the demand must be made by or for all owners of record. An authorized agent, including one or more joint owners, may execute the demand for appraisal for a stockholder of record, but such agent must identify the record owner or owners and expressly disclose in such demand that the agent is acting as agent for the record owner or owners of such shares.

A beneficial owner of shares held in “street name” who wishes to exercise appraisal rights should take such actions as may be necessary to ensure that a timely and proper demand for appraisal is made by the stockholder of record. If shares are held through a brokerage firm, bank or other nominee who in turn holds the shares through a central securities depository nominee, such as Cede & Co., a demand for appraisal of such shares must be made by or on behalf of the depository nominee, and must identify the depository nominee as the stockholder of record. Any beneficial owner who wishes to exercise appraisal rights and holds shares through a nominee holder is responsible for ensuring that the demand for appraisal is timely made by the stockholder of record. The beneficial holder of the shares should instruct the nominee holder that the demand for appraisal should be made by the stockholder of record of the shares, which may be a central securities depository nominee if the shares have been so deposited.

A record stockholder, such as a broker, bank, fiduciary, depository or other nominee, who holds shares as a nominee for several beneficial owners may exercise appraisal rights with respect to the shares held for one or more beneficial owners while not exercising such rights with respect to the shares held for other beneficial owners. In such case, the written demand for appraisal must set forth the number of shares covered by such demand. Unless a demand for appraisal specifies a number of shares, such demand will be presumed to cover all shares held in the name of such stockholder.

Filing a Petition for Appraisal

Within 120 days after the effective date of the Merger, but not thereafter, the Surviving Corporation or any stockholder who has complied with Section 262 of the DGCL and is entitled to appraisal rights under Section 262 may commence an appraisal proceeding by filing a petition in the Delaware Court demanding a determination of the fair value of the shares held by all stockholders entitled to appraisal rights who did not vote their shares in favor of the Merger and properly demanded appraisal of such shares. If no such petition is filed within that 120-day period, appraisal rights will be lost for all stockholders who had previously demanded appraisal of their shares. The Company is under no obligation to and has no present intention to file a petition and stockholders should not assume that the Company will file a petition or that it will initiate any negotiations with respect to the fair value of the shares. Accordingly, it is the obligation of the stockholders to initiate all necessary action to perfect their appraisal rights in respect of the shares within the period prescribed in Section 262 of the DGCL.

Within 120 days after the effective date of the Merger, any stockholder who has complied with the requirements for exercise of appraisal rights will be entitled, upon written request, to receive from the Surviving Corporation a statement setting forth the aggregate number of shares not voted in favor of the adoption of the Merger Agreement and with respect to which NeoPhotonics has received demands for appraisal, and the aggregate number of stockholders of such shares. Such statement must be mailed within 10 days after a written request therefor has been received by the Surviving Corporation or within 10 days after the expiration of the period for delivery of demands for appraisal, whichever is later. Notwithstanding the foregoing requirement that a demand for appraisal must be made by or on behalf of the record owner of the shares, a person who is the beneficial owner of shares held either in a voting trust or by a nominee on behalf of such person, and as to which demand has been properly made and not effectively withdrawn, may, in such person’s own name, file a petition for appraisal or request from the Surviving Corporation the statement described in this paragraph.

If a petition for appraisal is duly filed by any stockholder and a copy of the petition is delivered to the Surviving Corporation, the Surviving Corporation will then be obligated within 20 days after receiving service of a copy of the petition to file with the Delaware Register in Chancery a duly verified list (the “Verified List”)

75

containing the names and addresses of all stockholders who have demanded an appraisal for their shares (the “Dissenting Stockholders”) and with whom agreements as to the value of their shares has not been reached. Upon the filing of a petition by a Dissenting Stockholder, the Delaware Court may order a hearing and that notice of the time and place fixed for the hearing on the petition will be mailed to the Surviving Corporation and all the Dissenting Stockholders shown on the Verified List. Notice will also be published at least one week before the day of the hearing in a newspaper of general circulation published in the City of Wilmington, Delaware, or in another publication deemed advisable by the Delaware Court. The costs relating to these notices will be borne by the Surviving Corporation.

If a hearing on the petition is held, the Delaware Court is empowered to determine which Dissenting Stockholders have complied with the provisions of Section 262 of the DGCL and are entitled to an appraisal of their shares. The Delaware Court may require that Dissenting Stockholders submit their Share certificates, if any, to the Delaware Register in Chancery for notation thereon of the pendency of the appraisal proceedings. The Delaware Court is empowered to dismiss the proceedings as to any Dissenting Stockholder who does not comply with such requirement. Accordingly, Dissenting Stockholders are cautioned to retain their Share certificates after the Effective Time and thereafter comply with all orders of the Delaware Court in respect of such certificates. In addition, assuming the shares remain listed on a national securities exchange immediately before the Effective Time, which we expect to be the case, the Delaware Court is required to dismiss the appraisal proceedings as to all Dissenting Stockholders unless (i) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares eligible for appraisal or (ii) the value of the consideration provided in the Merger for such total number of shares exceeds $1 million.

Determination of Fair Value

After the Delaware Court determines which stockholders are entitled to appraisal, the appraisal proceeding will be conducted in accordance with the rules of the Delaware Court, including any rules specifically governing appraisal proceedings. Through the appraisal proceeding, the Delaware Court will determine the fair value of the shares exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value. Unless the Delaware Court in its discretion determines otherwise for good cause shown, interest from the effective date of the Merger through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the Effective Time of the Merger and the date of payment of the judgment. However, at any time before the entry of judgment in the proceedings, the Surviving Corporation may pay to each stockholder entitled to appraisal an amount in cash, in which case interest will accrue thereafter only upon the sum of (i) the difference, if any, between the amount so paid by the Surviving Corporation and the fair value of the shares as determined by the Delaware Court, and (ii) interest accrued before such voluntary cash payment, unless paid at that time.

In determining fair value, the Delaware Court is to take into account all relevant factors. In Weinberger v. UOP, Inc., the Supreme Court of Delaware discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods that are generally considered acceptable in the financial community and otherwise admissible in court” should be considered, and that “fair price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court stated that, in making this determination of fair value, the Delaware Court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the merger that throw any light on future prospects of the merged corporation. In Weinberger, the Supreme Court of Delaware also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.” Section 262 of the DGCL provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion that does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising

76

from such accomplishment or expectation. An opinion of an investment banking firm as to the fairness from a financial point of view of the consideration payable in a merger is not an opinion as to fair value under Section 262 of the DGCL. You should be aware that the fair value of your shares as determined under Section 262 of the DGCL could be more than, the same as, or less than the Merger Consideration that you would otherwise be entitled to receive under the terms of the Merger Agreement.

Upon application by the Surviving Corporation or by stockholder entitled to participate in the appraisal proceeding, the Delaware Court may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the stockholders entitled to an appraisal. Any stockholder whose name appears on the Verified List and who has submitted such stockholder’s stock certificates, if any, to the Delaware Register in Chancery, if such is required, may participate fully in all proceedings until it is finally determined that such stockholder is not entitled to appraisal rights. When the fair value of the shares is determined, the Delaware Court will direct the payment of such value, with interest thereon, if any, to the stockholders entitled thereto, forthwith in the case of uncertificated stockholders or upon surrender by certificated stockholders of their stock certificates. The Delaware Court’s decree may be enforced as other decrees in the Delaware Court may be enforced. The Delaware Court may also (i) determine the costs of the proceeding (which do not include attorneys’ fees or the fees and expenses of experts) and tax such costs upon the parties as the Delaware Court deems equitable and (ii) upon application of a stockholder, order all or a portion of the expenses incurred by any Dissenting Stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorneys’ fees and fees and expenses of experts, to be charged pro rata against the value of all the shares entitled to appraisal. In the absence of such an order, each party bears its own expenses. Determinations by the Delaware Court are subject to appellate review by the Delaware Supreme Court.

Stockholders considering whether to seek appraisal should bear in mind that the fair value of their shares determined under Section 262 of the DGCL could be more than, the same as, or less than the value of the Merger Consideration to be paid in the Merger. Although the Company believes that the Merger Consideration is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court. Neither Parent nor the Company anticipates offering more than the Merger Consideration to any Dissenting Stockholder, and each of Parent and the Company reserve the right to assert, in any appraisal proceeding, that for purposes of Section 262 of the DGCL, the “fair value” of the shares is less than the Merger Consideration.

The process of dissenting and exercising appraisal rights requires compliance with technical prerequisites. Stockholders wishing to exercise their appraisal rights should consult with their own legal counsel in connection with compliance with Section 262 of the DGCL.

Any stockholder who has duly demanded and perfected appraisal rights in compliance with Section 262 of the DGCL will not, after the Effective Time, be entitled to vote his or her shares for any purpose or be entitled to the payment of dividends or other distributions thereon, except dividends or other distributions payable to stockholders as of a date prior to the Effective Time.

If any stockholder who demands appraisal of shares under Section 262 of the DGCL fails to perfect, successfully withdraws or loses such stockholder’s right to appraisal, such stockholder’s shares will be deemed to have been converted at the Effective Time into the right to receive the Merger Consideration. A stockholder will fail to perfect, or effectively lose, the stockholder’s right to appraisal if no petition for appraisal is filed within 120 days after the effective date of the Merger. Inasmuch as the Company has no obligation to file such a petition and has no present intention to do so, any stockholder who desires such a petition is advised to file it on a timely basis. In addition, a stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw his, her or its demand for appraisal in accordance with Section 262 of the DGCL and accept the Merger Consideration by delivering to the Company a written withdrawal of such stockholder’s demand for appraisal and acceptance of the terms of the Merger either within 60 days after the effective date of the Merger or thereafter with the written approval of the Company. Notwithstanding the foregoing, no appraisal proceeding in the Delaware Court will be dismissed as to any stockholder without the approval of the Delaware

77

Court, and such approval may be conditioned upon such terms as the Delaware Court deems just; provided, that the limitation set forth in this sentence will not affect the right of any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such stockholder’s demand for appraisal and to accept the Merger Consideration within 60 days after the effective date of the Merger.

STOCKHOLDERS WHO VOTE SHARES IN FAVOR OF THE ADOPTION OF THE MERGER AGREEMENT WILL NOT BE ENTITLED TO EXERCISE APPRAISAL RIGHTS WITH RESPECT THERETO BUT, RATHER, WILL RECEIVE THE MERGER CONSIDERATION.

The foregoing summary of the rights of the stockholders of the Company to seek appraisal rights under the DGCL does not purport to be a complete statement of the procedures to be followed by the stockholders of the Company desiring to exercise any appraisal rights available thereunder and is qualified in its entirety by reference to Section 262 of the DGCL. The proper exercise of appraisal rights requires strict adherence to the applicable provisions of the DGCL. A copy of Section 262 of the DGCL is included as Annex C to this Proxy.

Accounting Treatment

In accordance with GAAP, the Merger will be accounted for using the acquisition method of accounting for financial reporting purposes.

Material U.S. Federal Income Tax Consequences of the Merger

The following discussion is a summary of material U.S. federal income tax consequences of the Merger that may be relevant to U.S. Holders and Non-U.S. Holders (each as defined below) of shares of common stock whose shares are converted into the right to receive cash pursuant to the Merger. This summary is general in nature and does not discuss all aspects of U.S. federal income taxation that may be relevant to a stockholder in light of its particular circumstances. In addition, this summary does not describe any tax consequences arising under the laws of any state, local or non-U.S. jurisdiction and does not consider estate or gift taxes, the Medicare tax on net investment income, the alternative minimum tax, special tax accounting rules under Section 451(b) of the Internal Revenue Code of 1986, as amended (the “Code”), or any other aspects of U.S. federal tax law other than income taxation. This discussion is based upon the Code, Treasury Regulations promulgated under the Code, court decisions, published positions of the Internal Revenue Service (the “IRS”), and other applicable authorities, all as in effect on the date of this proxy statement and all of which are subject to change or differing interpretations at any time, possibly with retroactive effect. This discussion is limited to holders who hold their shares of common stock as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment purposes).

This discussion is for general information only and does not address all of the tax consequences that may be relevant to holders in light of their particular circumstances. For example, this discussion does not address the tax consequences that may be relevant to holders who may be subject to special treatment under U.S. federal income tax laws, such as:

78

If a partnership (including an entity or arrangement, domestic or non-U.S., treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of shares of common stock, then the tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partner and the partnership. Partnerships holding shares of common stock and partners therein should consult their tax advisors regarding the consequences of the Merger.

THE FOLLOWING SUMMARY IS FOR GENERAL INFORMATIONAL PURPOSES ONLY AND IS NOT A SUBSTITUTE FOR CAREFUL TAX PLANNING AND ADVICE. WE URGE YOU TO CONSULT YOUR OWN TAX ADVISOR WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES TO YOU IN CONNECTION WITH THE MERGER IN LIGHT OF YOUR OWN PARTICULAR CIRCUMSTANCES, INCLUDING FEDERAL ESTATE, GIFT AND OTHER NON-INCOME TAX CONSEQUENCES, AND TAX CONSEQUENCES UNDER STATE, LOCAL OR NON-U.S. TAX LAWS.

U.S. Holders

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of shares of common stock that is for U.S. federal income tax purposes:

The receipt of cash by a U.S. Holder in exchange for shares of common stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, such U.S. Holder’s gain or loss will be equal to the difference, if any, between the amount of cash received and the U.S. Holder’s adjusted tax basis in

79

the shares surrendered pursuant to the Merger. Gain or loss must be determined separately for each block of shares (that is, shares acquired at the same cost in a single transaction). A U.S. Holder’s adjusted tax basis generally will equal the amount that such U.S. Holder paid for the shares. Such gain or loss will be capital gain or loss and will be long-term capital gain or loss if such U.S. Holder’s holding period in such shares is more than one year at the time of the completion of the Merger. Long-term capital gains of non-corporate taxpayers are currently taxed at preferential U.S. federal income tax rates. The deductibility of capital losses is subject to limitations.

Non-U.S. Holders

The following is a summary of the material U.S. federal income tax consequences that will apply to you if you are a Non-U.S. Holder. The term “Non-U.S. Holder” means a beneficial owner of common stock that is, for U.S. federal income tax purposes, not a U.S. Holder nor an entity classified as a partnership for U.S. federal income tax purposes.

Any gain realized by a Non-U.S. Holder pursuant to the Merger generally will not be subject to U.S. federal income tax unless:

Information Reporting and Backup Withholding

Information reporting and backup withholding (currently, at a rate of 24%) may apply to the proceeds received by a holder pursuant to the Merger. Backup withholding generally will not apply to (1) a U.S. Holder that furnishes a correct taxpayer identification number and certifies that such holder is not subject to backup withholding on IRS Form W-9 (or a substitute or successor form) or (2) a Non-U.S. Holder that (i) provides a certification of such holder’s foreign status on the appropriate series of IRS Form W-8 (or a substitute or successor form) or (ii) otherwise establishes an exemption from backup withholding. Backup withholding is not

80

an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against the holder’s U.S. federal income tax liability, provided that the required information is timely furnished to the IRS.

Withholding on Foreign Entities

Sections 1471 through 1474 of the Code (“FATCA”), impose a U.S. federal withholding tax of 30% on certain payments made to a “foreign financial institution” (as specially defined under these rules) unless such institution enters into an agreement with the U.S. government to withhold on certain payments and to collect and provide to the U.S. tax authorities substantial information regarding certain U.S. account holders of such institution (which includes certain equity and debt holders of such institution, as well as certain account holders that are foreign entities with U.S. owners) or an exemption applies. FATCA also generally will impose a U.S. federal withholding tax of 30% on certain payments made to a non-financial foreign entity unless such entity provides the withholding agent a certification identifying certain direct and indirect U.S. owners of the entity or an exemption applies. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. Under certain circumstances, a Non-U.S. Holder might be eligible for refunds or credits of such taxes. The Treasury Department released proposed regulations which, if finalized in their present form, would eliminate the federal withholding tax of 30% that otherwise would apply to the gross proceeds of a disposition of our common stock. In its preamble to such proposed regulations, the U.S. Treasury Department stated that taxpayers may generally rely on the proposed regulations until final regulations are issued.

Prospective investors are encouraged to consult with their own tax advisors regarding the possible implications of FATCA on the disposition of common stock pursuant to the Merger.

Regulatory Approvals

The HSR Act, prohibits us from completing the Merger until we have furnished certain information and materials to the Antitrust Division of the Department of Justice (the “Antitrust Division”) and the FTC and any required waiting period under the HSR Act (and any extension thereof) has expired or been terminated. The waiting period under the HSR Act is 30 calendar days unless the waiting period is terminated earlier or extended through the issuance of a request for additional information and documentary material. The completion of the Merger is subject to compliance with the HSR Act, and the expiration or termination of the waiting period applicable to the completion of the Mergers under the HSR Act. NeoPhotonics and Parent filed the notifications required under the HSR Act with the Antitrust Division and the FTC on November 17, 2021. Parent re-filed its notification and report form with the Antitrust Division and the FTC on December 21, 2021.

At any time before or after consummation of the Merger, notwithstanding the termination or expiration of the waiting period under the HSR Act, the Antitrust Division or the FTC could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the Merger, seeking divestiture of substantial assets of the parties, or requiring the parties to license or hold separate assets or terminate existing relationships and contractual rights. At any time before or after the completion of the Merger, and notwithstanding the termination or expiration of the waiting period under the HSR Act, states or foreign governments could take such action under the antitrust laws as they deem necessary or desirable in the public interest. Such action could include seeking to enjoin the completion of the Merger or seeking divestiture of substantial assets of the parties. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. We cannot be certain that a challenge to the Merger will not be made or that, if a challenge is made, we will prevail.

The completion of the Mergers is also subject to obtaining clearance under the Antimonopoly Law (the “AML”) of the People’s Republic of China (the “PRC”). Under the AML transactions involving parties with sales above certain revenue amounts in the PRC cannot be completed until they are reviewed and approved by the SAMR. NeoPhotonics and Parent have sufficient revenues to exceed AML’s statutory thresholds for review, and completion of the merger is therefore conditioned upon the SAMR approval.

81

Under the Merger Agreement, NeoPhotonics and Parent have each agreed to use reasonable best efforts to obtain all regulatory approvals required to consummate the Merger and the other transactions contemplated by the Merger Agreement.

Legal Proceedings

Between December 3 and December 20, 2021, six lawsuits (captioned Elaine Wang v. NeoPhotonics Corporation, et al., No. 1:21-cv-10338 (S.D.N.Y. filed Dec. 3, 2021), Mengsheng Ku v. NeoPhotonics Corporation, et al., No. 5:21-cv-09479 (N.D. Cal. filed Dec. 8, 2021), Heather Smith v. NeoPhotonics Corporation, et al., No. 1:21-cv-10698 (S.D.N.Y. filed Dec. 14, 2021), Matthew Hopkins v. NeoPhotonics Corporation, et al., No. 1:21-cv-10725 (S.D.N.Y. filed Dec. 15, 2021), James Hendrickson v. NeoPhotonics Corporation, et al., No. 1:21-cv-06919 (E.D.N.Y. filed Dec. 15, 2021), and Stephen Bushansky v. NeoPhotonics Corporation et al., Case No. 5:21-cv-09825 (N.D. Cal. filed Dec. 20, 2021)), were filed in federal court by alleged NeoPhotonics stockholders challenging the Merger. The complaints name NeoPhotonics and NeoPhotonics’ board of directors as defendants. The complaints assert violations of Section 14(a) of the Exchange Act, Rule 14a-9 promulgated thereunder, and 17 C.F.R. § 244.100 against NeoPhotonics and the individual defendants, as well as violations of Section 20(a) of the Exchange Act against the individual defendants. The plaintiffs contend that the Preliminary Proxy Statement on Schedule 14A, filed with the SEC on December 1, 2021, omitted or misrepresented material information regarding the Merger. The complaints seek injunctive relief, rescission, or rescissory damages, dissemination of a proxy statement that discloses certain information requested by the plaintiffs, and an award of plaintiffs’ costs, including attorneys’ fees and expenses.

82