COMPANY OVERVIEWJanuary 2019

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Forward Looking Statements and Other Important Cautions

This presentation includes statements that qualify as forward-looking statements under the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements aboutthe following topics: future financial results, the Company’s market position and industry trends.

Forward-looking statements are subject to certain risks and uncertainties that could cause the actual results to differ materially. These forward-looking statements include statements about the followingtopics: future financial results, demand for the Company’s high-speed products, and the Company’s market position. Forward-looking statements are subject to certain risks and uncertainties that couldcause the actual results to differ materially. Those risks and uncertainties include, but are not limited to, such factors as: the Company’s reliance on a small number of customers for a substantial portionof its revenues; market growth in China and other key countries; possible reduction in or volatility of customer orders or delays in shipments of products to customers; timing of customer drawdowns ofvendor-managed inventory; potential governmental trade actions; possible disruptions in the supply chain or in demand for the Company’s products due to industry developments; the ability of theCompany's vendors and subcontractors to supply or manufacture the Company's products in a timely manner; ability of the Company to meet customer demand; volatility in utilization of manufacturingoperations and manufacturing costs; reductions in the Company’s rate of new design wins, and/or the rate at which design wins go into production, and the rate of customer acceptance of new productintroductions; potential pricing pressure that may arise from changing supply or demand conditions in the industry; the impact of any previous or future acquisitions or divestitures of assets and relatedproduct lines; challenges involving integration of acquired businesses and utilization of acquired technology; the discontinuance or end of life of certain other products; market adoption, revenue growthand margins of acquired products; changes in demand for the Company's products; the impact of competitive products and pricing and alternative technological advances; the accuracy of estimatesused to prepare the Company's financial statements and forecasts; the timely and successful development and market acceptance of new products and upgrades to existing products; the difficulty ofpredicting future cash needs; the nature of other investment opportunities available to the Company from time to time; the Company’s operating cash flow; changes in economic and industry projections;a decline in general conditions in the telecommunications equipment industry or the world economy generally; and the effects of seasonality.

For further discussion of these risks and uncertainties, please refer to the documents the Company files with the SEC from time to time, including the Company's Annual Report on Form 10-K for theyear ended December 31, 2017 and its Form 10-Q for the three months ended September 30, 2018. All forward-looking statements are made as of the date of this presentation, and the Companydisclaims any duty to update such statements.

You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov.

Non-GAAP and Adjusted EBITDA Measures vs. GAAP Financial Measures

The Company’s non-GAAP and adjusted EBITDA measures exclude certain GAAP financial measures. A reconciliation of the Non-GAAP and Adjusted EBITDA financial measures to the most directlycomparable GAAP financial measures is provided in the financial schedules portion of its press release issued on November 2, 2018 and available in the Investor Relations section of the NeoPhotonicswebsite at: http://ir.neophotonics.com/phoenix.zhtml?c=236218&p=irol-calendar. These non-GAAP financial measures differ from GAAP measures with the same captions and may differ from non-GAAP financial measures with the same or similar captions that are used by other companies. As such, these non-GAAP measures should be considered as a supplement to, and not as a substitutefor, or superior to, financial measures calculated in accordance with GAAP.

The Company uses these non-GAAP financial measures to analyze its operating performance and future prospects, develop internal budgets and financial goals, and to facilitate period-to-periodcomparisons. NeoPhotonics believes that these non-GAAP financial measures reflect an additional way of viewing aspects of its operations that, when viewed with its GAAP results, provide a morecomplete understanding of factors and trends affecting its business.

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Key Themes

Best Positioned To Deliver Faster Data Rates – 400G and 600G Lower Cost per Bit

Achieving Double Digit Top-Line and Bottom Line Growth, Expanding Operating Margins

• 400G will be the growth driver for optical networking in both Datacenter Interconnect and Telecom

• NPTN, the market leader in highest performance Coherent Components, the key to 400G/600G.

• The strongest system companies continue to gain market share; all of which depend on NPTN for their most advanced high speed systems.

• NPTN is on plan to return to profitability and to capitalize on its leadership in the most advanced Data Center and Telecom products.

• The China market has stabilized and returned to growth following inventory overhand; 5G rollout begins in 2019.

4

Market Growth Dynamics

Fast Growing Data Center and Emerging Markets Driving Increased Growth For High Speed

DCI (20% CAGR)2018: $2.5 Bil2023: $6.2 Bil

Telecom (5% CAGR)2018: $15 Bil2023: $19 Bil

Cloud Data Centers (20% CAGR) 2018: $2.2 Bil2023: $6.0 Bil

Optics For 5G (70% CAGR)2018: $0.2Bil2023: $3.0 Bil

Coherent For CATV (20% CAGR)2018: $0.4 Bil2023: $1.0 Bil

LIDAR For Navigation (20% CAGR)2018: $0.5 Bil2023: $1.2 Bil

Source: Various third party industry reports and company estimates

TO

DA

YE

ME

RG

ING

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NeoPhotonics: Delivering the Highest Speeds and Lowest Costs per Bit

Financial and Operational Scale

• TTM Revenues as of 3Q18 of ~$310 million*

• ~1,800 people (major sites in USA, China, Japan)

• ~600 Issued Patents

Deep Technology for High Speed Module Solutions

• Unique laser, modulator, receiver, switching products

• Modulation methods enable highest data rates and flex

coherent switching

• Optical IC and integration technology platform for the

highest data rates

For Network Equipment Transport | Metro | Data Center

SystemsLine Card | Daughter Card | Transponder

Telco Carriers/Mega Data Centers

Central Office / WebscaleData Center

Components & Modules

Market Ecosystem

Components and Transceivers

Optical ICs

Lasers, Drivers, Amplifiers,, Modulators

SemiFabs

NPTN Products NPTN Customers

* FY2017 Revenues of $292 million

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Trends Align to NPTN Core Strengths

• A purely High Speed optoelectronics company NPTN focused on 400G and above networks

• Data rates continue moving up – from 400G moving to 1.2 Tb/s per wavelength – Mega data centers and cloud driving for higher baud rates and advanced modulation

• Worldwide Metro and Data Center interconnect markets growing rapidly high speed coherent TAM is expanding from Transport / Metro to Cloud / Converged Edge, DCI / intra data center; driving cost per bit

• NPTN PICs support both multi-Terabit Pizza Box and single wavelength 400ZR pluggable DCI solutions

• Inside Data Centers Single-mode lasers are key for high order modulation including PAM4 and DMT

• As data rates increase, transceiver costs in switch/router interconnects drive disaggregation

• Highly dense interconnect meshes between Data Centers drives contentionless routing

• Autonomous vehicles using LIDAR for control; focus on key laser and coherent methods

* Cisco Global Cloud Index Feb. 2018

** Source: Company

Expanding TAM for Coherent

22% CAGR Cloud Data Center

Traffic (2016 -21)*

126% CAGR 400G Line Side Port

Deployments (2017 - 1922)**

135% CAGR 400G 2km+ Data

Center Deployments (2018 - 1923)***

5G Backhaul Spending To Reach

$3B In 2021****

*** Lightcounting

****Piper Jaffery, IDC 2017

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NPTN TAM >$4B In 2022

NPTN Positioned to Win In 400G/600G for Data Centers

NTPN Leading Market With Lasers and Optical ICs For 600G/Wavelength and Pluggable 400ZR

NeoPhotonics TAM for Coherent

Products Exceeds $2B In 2022

Inside The Data Center Single Mode

Transceiver Market > $2B in 2022

NPTN Serves Markets With Chips,

Components and Modules

• Coherent Components for 600G Line Cards and “Pizza Boxes”

• Highly Integrated Coherent Components for Small Pluggable 400ZR Modules

• 100G/200G Coherent Components/Modules

• Switches to Address Fiber Density in Data Centers

• Lasers and ICs for 100G/400G Inside Data Centers

Source: Company

0

500

1,000

1,500

2,000

2,500

3,000

2017 2018 2019 2020 2021 2022

400G/600G Coherent Transponders

Revenue (

$M

)

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NPTN End Users are Globally Balanced East and West

• China End-Use Locations are a Smaller Portion of Total Revenues than our Ship-To Locations

• New Tariff Regime to have Minimal Effect because Direct Shipments into US are very small

NPTN Products Ship to China OEMs and to Contract Manufacturers for Western OEMs

ChinaWest

ROW

Ship To Destination

China

West

ROW

Est. End Use Location

Shipments for western customers are generally to CMs in Thailand, Mexico, etc.

End Users of Customer Equipment are Global; more balanced than shipments

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NeoPhotonics Products

Solutions for the Highest Speed Coherent Networks Capitalize on NPTN Advanced Hybrid Photonic Integration

400G/600G/800G/1.2T 400G/600G/800G Contentionless Networks

• Component end sales with best-in-class performance for speed, distance

• Silicon photonics lasers solutions optimized for data center DR1 / DR4 / FR4 applications

• 28G and 53G EML laser; GaAs Drivers

• Industry leading tunable laser and receiver solutions for 400G, 600G

• Integrated Receiver / Modulator with co-packaged Optical ICs in COSA

• Silicon Photonics based ultra-narrow linewidth tunable laser

• Leading Mulit-Cast Switch solution for contentionless networks

• Expanding applications for both telcos and data centers to manage densification

Client & DatacenterCoherent Optical Switching

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NPTN Track Record of First to Volume With Highest Speed Coherent

100G

200G

400G

400ZR

First Volume Integrated Coherent

Receiver (ICR) for 100G

Highest Volume Narrow

Linewidth Tunable Laser

Highest Volume ULTRA Narrow

Linewidth MICRO Tunable Laser

First Volume ULTRA Narrow Linewidth

Dual MICRO Tunable Laser for

200G

First 64 Gbaud Micro ICR for 400G

First 64 GbaudCOSA for 400G ZR Pluggable

Module

First Nano ULTRA NLW

Laser for 400G ZR Pluggable

Module

First 64 Gbaud Micro

Modulator for 400G

Highest Volume Type 2 ICR for

200G

400G ZR Pluggable Module

Source: Company, Infonetics (IHS), Cignal AI

From the first ICR through 64 Gbaud, NPTN has been a leader in technology and volume production

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NeoPhotonics High Speed 400G, 600G and 1.2T Coherent Solutions

Nano-TL+ASIC

(enables CFP4, OSFP)

64 GBaud COSA(Enables OSFP, DDQSFP)

Ultra-Narrow Linewidth Tunable Laser

64 GBaud Driver Modulator (CDM)

64 GBaud Micro ICR with TIA

Shipping Sampling Nextgen Modules

400ZR & 800G OSFP(Pluggable Coherent)

• Discrete 64 GBaud Components

Currently Shipping for 400G,

600G & 1.2T

• Integrated 64 Gbaud COSA

Combines Modulator+Receiver

• Nano-Tunable Laser Enables

400G Pluggable Modules

*All NeoPhotonics High Speed Solutions are

enabled by high performance Optical ICs

400ZR DD-QSFP(Pluggable Coherent)

200G & 400ZR CFP2-DCO(Pluggable Coherent)

DSP

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Advanced Hybrid Photonic Integration: SiPho IntegrationComponent Solutions Today for Highest Speed Modules

• Integration yields and costs favor SiPho longer term; InP has speed advantage

• Few companies possess InP laser, modulator and receiver capabilities

• NPTN has full SiPho Type-2 IC-TROSA capability with laser

Modulator + ReceiverAnalog InterfaceNPTN has InP and SiPho

Modulator + ReceiverDigital InterfaceOIF IA CompliantNPTN has SiPho

Laser + Modulator + ReceiverDigital InterfaceOIF IA CompliantNPTN has InP and SiPho

COSA Type-1 IC-TROSA Type-2 IC-TROSA

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3x(4x4) blade 4x16+EDFA blade PLC chip 8x16 module 16x13 module 8x16+EDFA module

Metro-edge

Low DegreeLong Haul

Mid Degree

Metro

High Degree

DCI

High Degree

MCS-based CDC

ROADM scale to any

required number of

degrees

MCS Enabled “Contentionless” ROADMs Improve DCI Network Utilization

• “Colorless-Directionless-Contentionless” (CDC) ROADMs have been proven in telecom networks

– Reduces cost and improves efficiency by eliminating stranded wavelengths and redundant hardware

– Adopted by Verizon, Orange, China Mobile

• Fiber Densification In Data Center Interconnects Require High Dimensionality CDC ROADM

– In DCI, the massive data flows, multiple fibers and “all to all” interconnections create “dense” fiber net

– High “degree” – Fibers come into the switch from more different “directions” in DCI than in telecom

– Google at OFC: CDC is fundamental to add/remove links without touching the cabling infrastructure

• NPTN Multicast Switches (MCS) provide a “pay as you grow” path to “contentionless” switching in DCI

8 degrees / direction x 16 ports

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Serving Customers from a Global Footprint

Fremont, California• InP Fab

San Jose, California• All Functions

Dongguan, China• Manufacturing

Tokyo, Japan• All Functions• Owned facility 145K sqft

Shenzhen, China• All Functions• Owned facility 260K sqft

Headcount by Function

N.America ~275

China ~1350

Japan ~150

ROW ~25

Total (~725 IDL) ~1,750

Wuhan, China• R&D

Ottawa, Canada• R&D

Comprehensive Vertical Integration for Multi-Material Hybrid Integration

Q3’18 Financial Performance

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• Q318 Revenue increased 15% y/y to $82 million

• Strength in Americas and China

• Lead customer is 47% of revenue; next four largest customers at 42% of total

• Gross Margin up ~400 basis points, on good capacity utilization and cost reductions

• Inventories remain slightly lower than target – under 90 days of supply

• Continuing actions to improve cash flow and profitability

Q3’18 Financial Summary

We met our financial metrics again in Q3: Revenue is up, gross margin is improving,

operating leverage is increasing, inventories met target and we were free cash flow positive.

Q318 SUMMARY

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Q3’18 Results

-10%

-5%

0%

5%

10%

$20

$21

$22

$23

$24

$25

Q4'17 Q1'18 Q2'18 Q3'18

Operating Expenses & EBITDA %

Operating Expenses EBITDA %

10%

15%

20%

25%

30%

35%

$-

$25

$50

$75

$100

Q4'17 Q1'18 Q2'18 Q3'18 Q4'18 EstimateMid Point

Revenue & Gross Margin %

Revenue Gross Margin %

Revenue and Gross Margin continue to improve

Operating Leverage is increasing, on strong product design wins and R&D efficiency

Q3’18 Non-GAAP Gross Margin excludes $0.6M of Stock-based compensation expense and $0.1M of Intangibles amortization

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Revised Outlook for Q4’18

The Non-GAAP revised outlook for the fourth quarter of 2018 excludes the impact of the litigation settlement of $2.2 million, the expected restructuring charges of $3.5 million for asset and inventory write-downs, the anticipated impact of stock-based compensation of approximately $3.6 million, of which $0.8 million is estimated for cost of goods sold, amortization of acquisition related intangibles and other disposition related costs of $0.3 million.

Preliminary Q4 results are at the high end of the previous ranges.

Restructuring improves focus on more profitable product lines. Impact product line EOL and litigation settlement of

$5.7M is included in GAAP results

Excluding those items, Non GAAP Net Income is expected to be positive.

Updated Outlook Previous Outlook

GAAP Non GAAP GAAP Non GAAP

Revenue $90 to $92 million $87 to $92 million

Gross Margin 24% to 25% 27% to 29% 22% to 26% 24% to 28%

Operating Expenses $28 to $29 million $22 to $23 million $26 million +/- $0.5 $23 million +/- $0.5

EPS ($0.18) to ($0.15) $0.00 to $0.04 ($0.17) to ($0.07) ($0.08) to +$0.02

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Q3’18 P&L Performance (Non-GAAP)

(% of Revenue) 3Q’17 4Q’17 1Q’18 2Q’18 3Q’18

TARGET

MODEL

Revenue $ $71.1M $76.9M $68.6M $81.1M $81.7M 100%

Product Mgn% 32% 27% 26% 30% 32% 35%

Excess Capacity (7)% (4)% (8)% (7)% (2)% --

Period Costs (6)% (2)% (3)% (3)% (6)% --

Gross Margin 19% 21% 15% 20% 24% 35%

R&D 20% 17% 19% 15% 15% 13%

S&M 5% 6% 4% 4% 4% 4%

G&A 10% 9% 10% 8% 8% 8%

TOTAL OPEX 35% 31% 33% 27% 27% 25%

Operating Margin (16)% (10)% (19)% (7)% (3)% 10%

EBITDA (6)% (1)% (8)% 4% 8% 15%

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Q3’18 P&L Performance (GAAP)

($ Millions) 3Q’17 4Q’17 1Q’18 2Q’18 3Q’18

Revenue $71.1M $76.9M $68.6M $81.1M $81.7M

Product Mgn$ 22.9 21.0 17.5 24.0 26.5

Mfg. Inefficiencies (5.0) (3.2) (5.2) (5.8) (1.7)

Period Costs (4.7) (1.4) (2.2) (2.0) (5.1)

Other Charges (2.7) (0.7) (0.9) (0.8) (0.7)

Gross Margin 10.5 15.7 9.2 15.5 18.9

R&D 14.7 13.9 13.9 13.2 13.2

S&M 4.1 4.8 4.1 3.9 4.4

G&A 7.6 7.7 7.6 7.3 8.6

Other charges 3.0 0.2 0.2 0.8 1.5

TOTAL OPEX 29.4 26.6 25.8 25.2 27.6

Operating Margin $(18.9) $(10.9) $(16.6) $(9.8) $(8.7)

EBITDA $(4.5) $(0.4) $(5.5) $3.0 $6.2

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Q3’18 Balance Sheet

($ Millions) 3Q’17 4Q’17 1Q’18 2Q’18 3Q’18

Cash & Equivalents $74 $94 $87 $68 $65

Working Capital 118 111 112 106 112

Revenue to Working Capital 0.60 0.69 0.61 0.77 0.73

Total Assets 398 403 390 360 333

Total Debt 66 82 86 68 57

Total Liabilities 196 209 206 190 172

Shareholders’ Equity 202 194 184 170 161

Total Capitalization 268 276 270 238 218

www.neophotonics.com

Thank you