STAAR Surgical Company (STAA) investor relations material

Executive summary

• A special meeting is scheduled for December 19, 2025, to vote on a proposed merger with Alcon Research, LLC, where shareholders would receive $28.00 per share in cash if approved.

• The merger agreement was amended on November 7, 2025, introducing a 30-day go-shop period allowing STAAR to solicit alternative acquisition proposals until December 6, 2025.

• The amendment eliminates Alcon's right to match competing offers and reduces the termination fee to $0 if STAAR accepts a superior offer from a qualified bidder during the go-shop period.

• The Board recommends voting in favor of both the merger and the compensation proposal related to executive payouts upon completion of the merger.

• The Board's approval of the amendment was not unanimous, reflecting differing views among directors regarding the go-shop process and shareholder opposition.

Voting matters and shareholder proposals

• Shareholders will vote on adopting the merger agreement and, on an advisory basis, the compensation to be paid to named executive officers in connection with the merger.

• Only shareholders of record as of October 24, 2025, are eligible to vote at the meeting.

• The Board urges shareholders to use the updated WHITE proxy card and disregard any proxy materials from Broadwood Group, which opposes the merger.

• The deadline for submitting proxies is 11:59 p.m. ET on December 18, 2025.

Board of directors and corporate governance

• The Board approved the merger and the amendment to the agreement, with one director dissenting due to concerns about shareholder opposition and the effectiveness of the go-shop process.

• Broadwood Partners, the largest shareholder, and Yunqi Capital have publicly stated their intention to vote against the merger.

• Proxy contests and calls for new directors have emerged, increasing costs and complicating the approval process.