Staar Surgical Company · NASDAQ:STAA

Staar Surgical — Proxy Contest (December 2025)

41 slides from Staar Surgical's proxy contest presentation, Dec 11, 2025

  1. Slide 1: Still the Wrong Time, Wrong Process and Wrong Price

    CONFIDENTIAL © All rights reserved. Two Seas Capital LP Still the Wrong Time, Wrong Process and Wrong Price BROADWOOD PARTNERS, L.P. SUPPLEMENTAL INVESTOR PRESENTATION Stockholders Should Continue to Vote Against Alcon’s Proposed Acquisition of STAAR Surgical www.LetSTAARShine.com

  2. Slide 2: Table of Contents

    Broadwood Partners, L.P. TABLE OF CONTENTS 2 PAGE 3 Executive Summary PAGE 4 Still the Wrong Time 01 PAGE 10 Still the Wrong Process 02 PAGE 16 Still the Wrong Price 03 PAGE 29 Conclusion 04 PAGE 34 Appendices 05

  3. Slide 3: Executive Summary

    Broadwood Partners, L.P. Executive Summary 3 We continue to urge stockholders to vote against the Proposed Merger Still the Wrong Price Still the Wrong Process Still the Wrong Time ▪ We believe Alcon’s modest price bump is an admission that the originally proposed price was far too low ▪ In our view

  4. Slide 4: Still the Wrong Time

    CONFIDENTIAL © All rights reserved. Two Seas Capital LP SUPPLEMENTAL INVESTOR PRESENTATION STILL THE WRONG TIME 01

  5. Slide 5: STAAR's Near-Term Headwinds Are Abating and Its Prospects Remain Strong

    Broadwood Partners, L.P. Net Sales ($M) 21% CAGR 10% CAGR STAAR’s Near - Term Headwinds Are Abating and Its Prospects Remain Strong 5 After a brief and temporary disruption, management expects STAAR to grow quickly and become more profitable than ever $230 $284 $322 $314 $260 $340 $375 $408 $448 $49

  6. Slide 6: Recent Financial Results Demonstrate Accelerating Momentum

    Broadwood Partners, L.P. 6 The Company’s second and third quarter 2025 financial results exceeded analyst expectations Source: FactSet and STAAR Quarterly Earnings Reports, August 6, 2025 and November 5, 2025. Consensus data as of August 4, 202 5. $40.9 $44.3 Consensus Actual ($24.2) ($14.9) Consens

  7. Slide 7: Markets Outside China Remain Robust

    Broadwood Partners, L.P. Year - Over - Year Net Sales Growth 1 LTM Net Sales at End of Period ($M) 1 Markets Outside China Remain Robust 7 Sales in the Americas and EMEA have continued to grow consistently and show no signs of slowing ▪ While sales in China have been depressed as distributors have b

  8. Slide 8: Management Is Forecasting a Quick Return to Growth and Profitability

    Broadwood Partners, L.P. 11% 29% (10%) 14% 2010-2019 2019-2023 2023-2025P 2025P-2030P Historical Growth Rate Pandemic-Related Improvement Short-Term Tactical Challenges Return to Consistent Growth 6% 19% 9% 27% 2010-2019 2019-2023 2023-2025P 2025P-2030P Historical Margin¹ Pandemic-Related Improvemen

  9. Slide 9: We Agree with Management that STAAR Has a Bright Future

    Broadwood Partners, L.P. We Agree with Management that STAAR Has a Bright Future 9 Source: STAAR June 2025 Investor Presentation. As recently as a few months ago, management expressed the same level of enthusiasm we have for STAAR’s business Management recently confirmed that STAAR’s short - term ta

  10. Slide 10: Still the Wrong Process

    CONFIDENTIAL © All rights reserved. Two Seas Capital LP SUPPLEMENTAL INVESTOR PRESENTATION STILL THE WRONG PROCESS 02

  11. Slide 11: The Board's Original Sale and Belated Go-Shop Process Are Irredeemably Flawed

    Broadwood Partners, L.P. The Board’s Original Sale and Belated Go - Shop Process Are Irredeemably Flawed 11 ▪ The Board did not engage meaningfully with any potential acquirer other than Alcon and did not instruct its financial advisor to reach out to other parties prior to the belated “go - shop” p

  12. Slide 12: The Process Was Rife with Material Conflicts from the Beginning

    Broadwood Partners, L.P. The Process Was Rife with Material Conflicts from the Beginning 12 Several directors and advisors have close ties to Alcon that were seemingly not disclosed – to each other or stockholders ▪ It is unclear that STAAR’s independent directors knew of Dr. Yeu’s relationship with

  13. Slide 13: The Go-Shop Process Was Flawed

    Broadwood Partners, L.P. The Go - Shop Process Was Flawed 13 In our view, the go - shop was neither designed, nor was likely, to produce the best available offer and the highest price for STA AR ▪ Alcon retained matching rights and other advantages over would - be bidders that kept the process tilte

  14. Slide 14: Window Shop and Go-Shop Periods Are No Substitutes for a Fulsome Process

    Broadwood Partners, L.P. Transactions Announced Since 2000 with Go - Shop or Window Shop Provision 1 The Window Shop and Go - Shop Periods Are No Substitutes for a Fulsome Process 14 Go - shop and window shop provisions almost never lead to an alternative bid ▪ In the Company’s proxy statement, the

  15. Slide 15: The Board Has Repeatedly Withheld Information from and Misled Shareholders

    Broadwood Partners, L.P. The Board Has Repeatedly Withheld Information from and Misled Shareholders 15 How can shareholders have confidence in the Board’s claim that Alcon is the best buyer given its pattern of obfuscation? Reality STAAR’s Misleading Claim or Omission Topic Other Potential Buyers Ex

  16. Slide 16: Still the Wrong Price

    CONFIDENTIAL © All rights reserved. Two Seas Capital LP SUPPLEMENTAL INVESTOR PRESENTATION STILL THE WRONG PRICE 03

  17. Slide 17: Price Remains Inadequate and Not a Reflection of Fair Value

    Broadwood Partners, L.P. We Believe the Price Remains Inadequate and Not a Reflection of Fair Value 17 ▪ Sector valuation multiples have increased over the last three months, supporting a higher price for STAAR ▪ The Proposed Merger values STAAR below the median of a group of comparable medical tech

  18. Slide 18: MedTech Multiples Have Expanded Significantly Over the Last Three Months

    Broadwood Partners, L.P. MedTech Multiples Have Expanded Significantly Over the Last Three Months 18 Since we began soliciting votes against the Proposed Merger in September, peer multiples have expanded by a full turn , supporting a price for STAAR that is even higher than Alcon’s revised proposal

  19. Slide 19: The Revised Merger Values STAAR Below Comparable MedTech Companies

    Broadwood Partners, L.P. The Revised Merger Values STAAR Below Comparable MedTech Companies… 19 We believe STAAR warrants a materially higher valuation multiple, based on those of other comparable MedTech companies 1. Source: FactSet. Data as of December 8, 2025. 2. “Comparable MedTech Companies” in

  20. Slide 20: Below the Company's Historical Valuation Multiple

    Broadwood Partners, L.P. …Below the Company’s Historical Valuation Multiple… 20 It appears that Alcon is taking full advantage of STAAR’s recent – and, in our view, temporary – decline in valuation Source: FactSet. 1. As of December 8, 2025, the last trading day before the Proposed Merger was revise

  21. Slide 21: Below Reasonable Estimates of Intrinsic Value

    Broadwood Partners, L.P. …Below Reasonable Estimates of Intrinsic Value… 21 An appropriate discount rate and management’s original projections yield a significantly higher valuation range than the revi sed price 1. Source: STAAR proxy statement on Form DEFM14A, filed with the SEC on September 16, 20

  22. Slide 22: Below STAAR's Historical Stock Price

    Broadwood Partners, L.P. …Below STAAR’s Historical Stock Price… 22 The Revised Merger consideration is still anchored to a depressed stock price Source: FactSet. Data as of August 4, 2025, the last trading day before the Proposed Merger was announced. 1 - Year VWAP: $22.96 2 - Year VWAP: $30.42 3 -

  23. Slide 23: And Below Historical Analyst Price Targets

    Broadwood Partners, L.P. …And Below Historical Analyst Price Targets 23 A few months before the Proposed Merger was announced, analysts valued STAAR ~30% higher than the revised price Source: FactSet. Data as of August 4, 2025, the last trading day before the Proposed Merger was announced. 1 - Year

  24. Slide 24: STAAR's Expected Growth Should Have Led to a Higher Multiple

    Broadwood Partners, L.P. CY 2025E – 2027E Revenue CAGR vs. EV / CY 2027E Revenue Multiple 1 STAAR’s Expected Growth Should Have Led to a Higher Multiple 24 STAAR’s expected growth supports a significantly higher trading multiple, and therefore a much higher premium 1. Source: FactSet. Data as of Dec

  25. Slide 25: STAAR's Expected Margins Should Have Led to a Higher Multiple

    Broadwood Partners, L.P. CY 2027E Adjusted EBITDA Margin vs. EV / CY 2027E Revenue Multiple 1 STAAR’s Expected Margins Should Have Led to a Higher Multiple 25 STAAR’s margins are expected to improve dramatically, which we believe also justifies a significantly higher valuation 1. Source: FactSet. Da

  26. Slide 26: The Revised Price Is Well Below Alcon's Prior Offers

    Broadwood Partners, L.P. $55 $7 $58 $62 $30.75 April 2024 Offer October 2024 Offer Revised Merger Price Cash Contingent Value Right Per Share Value of Alcon Offers for STAAR The Revised Price Is Well Below Alcon’s Prior Offers 26 Last year, Alcon was prepared to pay substantially more for STAAR ▪ Al

  27. Slide 27: The Revised Price Is Well Below Alcon's Prior Offers (Continued)

    Broadwood Partners, L.P. The Revised Price Is Well Below Alcon’s Prior Offers (Continued) 27 Alcon reduced its offer by 50%, even though STAAR’s growth and margin profile had improved 1. Source: FactSet. Data as of October 29, 2024, the day Alcon’s CEO sent STAAR’s CEO a letter proposing to acquire

  28. Slide 28: The Revised Price Is Well Below Alcon's Prior Offers (Continued)

    Broadwood Partners, L.P. 8.0x 7.2x 6.0x 5.1x 8.2x 8.0x 6.9x 5.9x 4.9x 5.8x 4.8x 4.4x NTM FY FY+1 FY+2 Implied EV / Consensus Revenue Multiple April 2024 Offer¹ October 2024 Offer² Revised Merger Price³ The Revised Price Is Well Below Alcon’s Prior Offers (Continued) 28 Alcon reduced its price by muc

  29. Slide 29: Conclusion

    CONFIDENTIAL © All rights reserved. Two Seas Capital LP SUPPLEMENTAL INVESTOR PRESENTATION CONCLUSION 04

  30. Slide 30: Another Large Stockholder Remains Opposed to the Proposed Merger

    Broadwood Partners, L.P. Another Large Stockholder Remains Opposed to the Proposed Merger 30 ... STAAR has mismanaged its attempt to sell the Company from the start ; that the go - shop process was structured and conducted to seal the Alcon deal rather than to genuinely seek additional offers; and t

  31. Slide 31: Better Alternatives Continue to Exist for Stockholders

    Broadwood Partners, L.P. Better Alternatives Continue to Exist for Stockholders 31 Reject the transaction Reconstitute the Board and management team as necessary Potential for significant value creation as a standalone company, with strategic optionality once the Company is in a stronge r p osition

  32. Slide 32: STAAR Has a Bright Future as a Standalone Company

    Broadwood Partners, L.P. STAAR Has a Bright Future as a Standalone Company 32 There are many reasons to be optimistic about STAAR’s prospects as an independent company if the Proposed Merger is rejected ▪ STAAR’s EVO ICLs offer many advantages over competing treatments, including a lower likelihood

  33. Slide 33: Conclusion

    Broadwood Partners, L.P. Conclusion 33 We continue to urge stockholders to vote against the Proposed Merger Still the Wrong Price Still the Wrong Process Still the Wrong Time ▪ We believe Alcon’s modest price bump is an admission that the originally proposed price was far too low ▪ In our view, the

  34. Slide 34: Appendix A: Trading Multiples of Comparable Medical Technology Companies

    CONFIDENTIAL © All rights reserved. Two Seas Capital LP SUPPLEMENTAL INVESTOR PRESENTATION APPENDIX A: Trading Multiples of Comparable Medical Technology Companies 05

  35. Slide 35: Trading Multiples of Comparable Medical Technology Companies

    Broadwood Partners, L.P. Trading Multiples of Comparable Medical Technology Companies 35 Source: FactSet. Data as of December 8, 2025. 1. Based on management’s revised projections as disclosed in STAAR proxy statement on Form DEFM14A, filed with the SEC on Septem ber 16, 2025 at 61. Implied Value of

  36. Slide 36: Appendix B: Important Information

    CONFIDENTIAL © All rights reserved. Two Seas Capital LP SUPPLEMENTAL INVESTOR PRESENTATION APPENDIX B: Important Information 05

  37. Slide 37: Important Information

    Broadwood Partners, L.P. Important Information 37 SPECIAL MEETING OF STOCKHOLDERS ORIGINALLY SCHEDULED FOR OCTOBER 23, 2025 Broadwood Partners, L.P., Broadwood Capital, Inc., Neal C. Bradsher, Richard T. LeBuhn , Natalie R. Capasso, Raymond A. Myers and Jason J. Martin (collectively, the “Participan

  38. Slide 38: Important Information (Continued)

    Broadwood Partners, L.P. Important Information (Continued) 38 DISCLAIMER The information contained herein is provided for discussion and general informational purposes only and does not constitute a n o ffering or the solicitation of an offer to purchase an interest in any investment. The views expr

  39. Slide 39: Broadwood Partners Comments on STAAR Surgical

    CONFIDENTIAL © All rights reserved. Two Seas Capital LP John Ferguson / Joseph Mills Saratoga Proxy Consulting LLC (212) 257 - 1311 / (888) 368 - 0379 info@saratogaproxy.com Scott Deveau / Jeremy Jacobs August Strategic Communications (323) 805 - 8919 broadwood@augustco.com www.LetSTAARShine.com For

  40. Slide 40: Materials

    Broadwood Materials Supplemental Investor Presentation - December 11 Broadwood Investor Presentation - October 2 Broadwood Proxy Statement- September 24 Broadwood Letter to Shareholders - September 24 Let Shine MEDIAS August Strategic Communications Saratoga Proxy Consulting, LLC © 2025 Let STAAR Sh

  41. Slide 41: Reasons to Vote Against

    Let REASONS TO VOTE AGAINST Media November 18,2025, Investing.com, November 18th - STAAR Surgical reveals board dissent over amended Alcon deal ahead of vote October 31, 2025 Investing.com, October 31st - Alcon rejects raised bid for STAAR Surgical as shareholders revolt October 16,2025 Investing.co

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