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0 NFI Investor Update North America’s leading Transit Bus & Motor Coach Manufacturer and Parts Distributor as at March 23, 2017

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Page 1: 0 NFI Investor Update€¦ · New Flyer Leadership in Zero Emissions NF estimates 283 zero emission buses (“ZEBs”) were delivered by the industry in 2016 NF delivered 241 equivalent

0

NFI Investor UpdateNorth America’s leading Transit Bus & Motor Coach M anufacturer and Parts Distributor

as at March 23, 2017

Page 2: 0 NFI Investor Update€¦ · New Flyer Leadership in Zero Emissions NF estimates 283 zero emission buses (“ZEBs”) were delivered by the industry in 2016 NF delivered 241 equivalent

1

Company Highlights

• North America’s:

• #1 Transit Bus & Motor Coach manufacturer and parts supplier

• Leading installed base (nearly 70,000 vehicles or ~50%)

• ~5,000 employees

Fiscal 2016 Performance:

Revenue: US $2.3B

Adj EBITDA: US $289.1M

Return on Sales: 12.7%

Net Debt: $546M

Leverage: 1.94 (Converts treated as Equity)

ROIC: 14.3%

FCF: US $165.2M

Payout Ratio: 25.0%

Fully Diluted Market Cap : ~$C 2.75B

Common Share (TSX:NFI)

Shares Outstanding: 61.9M

60-day average Daily Volume: ~ 200K

Dividend = C$0.95/share (1), Yield: ~2.1%(3)

TSR(2): ‘17 YTD = 12% ‘16 = 47% ‘15 =115%

(1) Effective May 12, 2016 the Dividend increased from C$0.70 to C$0.95 per share annually. Paid quarterly.(2) Total Shareholder’s Return (“TSR”) is calculated by the growth in capital assuming the dividends are reinvested each time they are paid.(3) Calculated using closing TSX market price as at March 20, 2017

Convertible Debt (TSX:NFI.DB.U)

Principal Outstanding: US $6.7M

60-day average Daily Volume: ~US $8K

Coupon: 6.25%, Yield: ~ 1.9%(3)

Matures: June 30, 2017

Dec 18-15: NFI added to S&P/TSX Composite Index Mar 14-16: NFI added to S&P/TSX Equal Weight Industrials Index Mar 11-16: NFI Equity Options commenced trading on Montreal Exchange

Current Backlog (at YE 2016):

Firm : 3,442 EU, $1.8B

Options : 6,745 EU, $3.5B

LTM Book to-Bill Ratio: 131%

NFI Group

Forward Looking Statements and Non-GAAP Measures are defined in APPENDIX B.

Page 3: 0 NFI Investor Update€¦ · New Flyer Leadership in Zero Emissions NF estimates 283 zero emission buses (“ZEBs”) were delivered by the industry in 2016 NF delivered 241 equivalent

2

NFI Investment Thesis

Scale combined with Leading Share

in Diversified Markets

� North Americas’ #1 heavy-duty transit bus brand, #1 motor coach brand and #1 aftermarket parts and service supplier

� Leading installed bus fleet with >70,000 vehicles (transit buses and motor coaches) currently in service or ~50% share of Canadian and US installed base

� Compliant with Buy-America and Canadian content policies (with ~70% of productive capacity located in the US). Integrated aftermarket parts and services operation.

Deep Relationshipswith High Quality Customer Base

� Founded in the 1930’s, NFI and MCI have established relationships with nearly all domestic transit authorities and specifically 24 out of 25 of the largest agencies

� Strong reputation and long standing relationship with hundreds of motor coach operators in Canada and US operating MCI or SETRA (Daimler) motor coaches

BroadProduct Offering with Technology

Leadership

� Leading in-house engineering and new product development capability� Offer the industry’s widest range of green propulsion options: clean diesel, diesel-electric

hybrid, natural gas, and zero-emission (electric trolley, battery-electric and fuel cell).

Experienced Team focused on

Growth & Diversification

� Successful track record of positioning the business for growth, increased profitability andproven cash flow generation

� Extensive LEAN transformation and OpEx experience with demonstrated ability to complete accretive acquisitions and achieve synergies

Strong Financial flexibility and performance

� Business operates in USD with ~90% revenue in USD Flexible cost base with 89% of expenses variable

� Proven financial performance and low leverage (~2X). Strong/Predictable cash flow with proven de-levering and consistent dividends paid.

� Experience M&A and solid integration experience

+NFI Group

Page 4: 0 NFI Investor Update€¦ · New Flyer Leadership in Zero Emissions NF estimates 283 zero emission buses (“ZEBs”) were delivered by the industry in 2016 NF delivered 241 equivalent

3

1. Offer Canadian and US operators the industry’s best buses, services and value� Migrate from selling buses to providing solutions and deliver best value and support for life of our products

focusing on lowest Total Cost of Ownership

� Provide complete offering: Bus (“Workhorses of the Fleet”) supported by Parts, Service & Valued Added services

� Lead the market in innovation, reliability and quality

� Excel at customer support, response and follow up with emphasis on aftermarket parts and services

2. Operate as a world class OEM using LEAN principles, a Quality Roadmap and a Safety Culture� Be recognized as an Employer of Choice with an industry leading safety culture

� Excel in engineering, supply chain, strategic sourcing and appropriate in-sourcing

� Continuous pursuit of eliminating waste and cost reduction to improve competiveness

� Operate as a responsible, sustainable and environmentally conscious business

3. Perform while seeking Diversification and Growth� Lead the North American transit bus and motor coach industries and deliver strong TSR

� Operate with an appropriate and flexible capital structure, pay and appropriate dividend and grow the business

� Seek to diversify over long term to ensure longevity and sustainability: Product (type of bus) and/or Market (Public vs Private) and/or Geography (North America vs International).

+

Our Facilities, Processes & Products

Our Market Leading Positions in Bus/Coach/Parts

Our Business and Revenue Stream

Our Revenue, EBITDA and CashFlow

Optimize, Defend, Diversify & Grow

NFI Group Business Strategy

Page 5: 0 NFI Investor Update€¦ · New Flyer Leadership in Zero Emissions NF estimates 283 zero emission buses (“ZEBs”) were delivered by the industry in 2016 NF delivered 241 equivalent

4

725.9

146.8

--

100.0

200.0

300.0

400.0

500.0

600.0

700.0

800.0

Aug-12 Aug-13 Aug-14 Aug-15 Aug-16

Tot

al R

etur

n

Strategic Plan and Execution has delivered TSR

Total Shareholder Return (1)

S&P/TSX Composite

Investment in NFI

Source: FactSet, Company filings

1. Total shareholder return includes capital appreciation and dividends paid.2. Calculated using closing TSX market price as at March 20, 2017

� NFI's first acquisition in 2010 enhanced part fabrication capability and capacity

� Equity investment in NFI by a leading global bus and coach body manufacturer

� NFI acquired Orion’s parts business from Daimler

� NFI acquired US manufacturer of heavy-duty transit buses and parts distributor

� NFI acquired North America’s leading manufacturer of motor coach and parts/service support

� Adopted Stakeholder Model.

� Commitment to Culture, People & LEAN operations

� Migrated Capital Structure from Income Deposit Security (yield only focus) to Common Share (Growth and Yield)

It started with Cultural & Structural Change

Strategic Acquisition's

NFI Group

Page 6: 0 NFI Investor Update€¦ · New Flyer Leadership in Zero Emissions NF estimates 283 zero emission buses (“ZEBs”) were delivered by the industry in 2016 NF delivered 241 equivalent

5

Proven Leadership with extensive Industry Experience

Wayne Joseph President ,Transit Bus

Joined New Flyer in 2008 as VP Operations and then assumed responsibility as EVP Transit Bus. Prior held executive positions in bus manufacturing for over forty years with NABI, Blue Bird and Flxible, and then at BAE Systems.

Holds a Bachelor of Science in Business Administration and an Accounting Degree and is Certified in Production and Inventory Management (CPIM).

Ian SmartPresident ,Motor Coach

Joined New Flyer in 2011 as EVP Aftermarket and prior held various executive positions at Standard Aero for 15 years - one of the world’s largest independent aviation service companies.

Lead the project to privatize and conduct LEAN implementation at a United States Air Force Base.

Holds a Bachelor of Science in Industrial Engineering.

Brian Dewsnup President, Aftermarket Parts

Formely NABI’s CFO (which NFI acquired in 2013), and then VP Business Development of New Flyer. Led the acquisition of MCI and became VP & GM Aftermarket. Prior served as Controller of Johns Manville's-Waterville operations, and held various capacities at Ford Motor and Visteon.

Holds a Bachelor's in Mechanical Engineering, Masters in Mechanical Engineering, and an MBA in Finance.

NFI Group

Paul SoubryPresident & CEO, NFI Group

Joined New Flyer in 2009 as President and CEO after 24 years with Standard Aero. Holds a Bachelor of Commerce, attended Exec Ed at Harvard Business School and the Institute of Corporate Directors.

In 2003, was named a recipient of ‘Canada’s Top 40 under 40’ award, inducted into the CME Manufacturing Hall of Fame in 2014, and recognized as Canada’s 2016 CEO of the Year by the Financial Post.

David WhiteEVP Supply, NFI Group

Joined New Flyer in 1998 as Corporate Controller, and moved into Supply Management as Vice President in 2002. Prior worked for Deloitte as a Chartered Accountant. Holds a Bachelor of Commerce in Finance and obtained his Chartered Accountant designation.

Glenn AshamCFO, NFI Group

Joined New Flyer in 1992. Obtained chartered accountant designation and holds a Bachelor of Commerce. Prior worked with Deloitte providing client services in the areas of accounting, auditing, taxation and management consulting

Colin Pewarchuk, General Counsel, NFI Group

Joined New Flyer in 2006. Prior practiced law with Aikins, Macauley and Thorvaldson and was a Banking Officer with Royal Bank of Canada. Holds a Bachelor of Commerce in Finance and a Bachelor of Laws.

Janice HarperEVP HR, NFI Group

Joined New Flyer in 1999. Holds a Diploma in Creative Communications, a Certificate in Human Resources, is a Charterer Professional in Human Resources (CPHR) and holds a Human Resources Compensation Committee management designation.

Page 7: 0 NFI Investor Update€¦ · New Flyer Leadership in Zero Emissions NF estimates 283 zero emission buses (“ZEBs”) were delivered by the industry in 2016 NF delivered 241 equivalent

6

#1 Market Share in Transit Bus

HD Transit Bus Share (2016 market is ~5,800 units *)

Heavy-Duty: Xcelsior ® Medium-Duty: MiDi ®

� Launch in 2009 based on >20 years experience with low floor transit buses

� Offered in 35’, 40’, and 60’ lengths� Primary targets is metropolitan & urban fleets� Typical sale price of approx US $450K for 35’/40’ and

US $700K for 60’ articulated

� JV with Alexander Dennis (UK) to introduce MiDi® to North America in 2014

� 30’ and 35’ low-floor medium duty bus, tested to HD standards. Primary target is municipal/ & commercial shuttles

� Typical sale price of approx US $300K

Active Canada/US HD Transit Bus Coach Fleet ~85,000

Source: New Flyer Database & Management Estimates

Average Age of the HD Transit Fleet: US = 7.8 years, Canada = 7.3 yearsSource: APTA Public Transportation Factbook 2016

Orion Parts and NABI acquired by NFI in 2013

19%

30%

45%

5% 1%

Page 8: 0 NFI Investor Update€¦ · New Flyer Leadership in Zero Emissions NF estimates 283 zero emission buses (“ZEBs”) were delivered by the industry in 2016 NF delivered 241 equivalent

7

MetropolitanFleets

17 operators39% of installed fleet

Urban Fleets

200 operators45% of installed fleet

MunicipalFleets

900+ Operators16% of installed

fleet

Transit Bus Market Segments in Canada and US

Source: New Flyer Database & Management Estimates

Transit Market Segments and primary targets

24 of the 25 largest Transit Agencies operate NF supported transit buses

New market entrants focusing only on battery-electric buses:

Page 9: 0 NFI Investor Update€¦ · New Flyer Leadership in Zero Emissions NF estimates 283 zero emission buses (“ZEBs”) were delivered by the industry in 2016 NF delivered 241 equivalent

8

#1 Market Share in Motor Coaches

Motor Coach Share: 2016 market ~2,400 units

39%

28%

26%

7%

50% 1% 26% 23%

New Coach – Private New Coach – Public Pre-Owned Coac h

� Targets the mid-range to luxury segments

� J Model is the #1 selling coach in the N.A. private market

� NA Distributor of Daimler’s SETRA coaches

� Tour and charter operators

� Hotels and casinos

� Inter-city line-haul operators

� Contract carriers

� Targets the mid-range segment

� “Buy America” compliant

� D Model is the #1 selling coach of all time in N.A.

� Transit authorities

� Universities

� U.S. Federal Government

� Correctional facilities

� Trade-in option to support new coach sales

� Coaches are refurbished at MCI’s service centers and various 3rd parties

� Value customers in the private market

� Small private fleets

� MCIU sells approx 350 pre-owned units annually

Active Canada/US Motor Coach Fleet ~55,500 units

Belgium & Macedonia

Canada & US

Turkey

Source: MCI Database & Management Estimates

Average Age of the Motor Coach Fleet: US and Canada = 9 yearsSource: ABA Motorcoach Census, published February 2016MCI Share increased

by 1% in 2016 over 2015

New Coach – Private New Coach – Public Pre-Owned Coac h

� Targets the mid-range to luxury segments

� J Model is the #1 selling coach in the N.A. private market

� NA Distributor of Daimler’s SETRA coaches

� Tour and charter operators

� Hotels and casinos

� Inter-city line-haul operators

� Contract carriers

� Targets the mid-range segment

� “Buy America” compliant

� D Model is the #1 selling coach of all time in N.A.

� Transit authorities

� Universities

� U.S. Federal Government

� Correctional facilities

� Trade-in option to support new coach sales

� Coaches are refurbished at MCI’s service centers and various 3rd parties

� Value customers in the private market

� Small private fleets

� MCIU sells approx 350 pre-owned units annually

J Model D Model

Page 10: 0 NFI Investor Update€¦ · New Flyer Leadership in Zero Emissions NF estimates 283 zero emission buses (“ZEBs”) were delivered by the industry in 2016 NF delivered 241 equivalent

9

Motor Coach Market in Canada and US

Market Segments and primary targets

Transit

12% of installed fleet

Fixed Route/Line Haul

34% of installed fleet

Tour & Charter

52% of installed fleet

Conversion

2% of installed fleet

Public Private Private Private

Source: MCI Database & Management Estimates

Private Market Segment Definitions

Page 11: 0 NFI Investor Update€¦ · New Flyer Leadership in Zero Emissions NF estimates 283 zero emission buses (“ZEBs”) were delivered by the industry in 2016 NF delivered 241 equivalent

10

+

Clean Diesel Natural Gas Electric Trolley Hybrid Elect ricBattery Electric/

Fuel Cell

Xcelsior35’, 40’, 60’

MiDi30’, 35

D Model40’, 45’

J Model 45’ with 35’ in

development

eCoach in Development

Environmental Commitment

Page 12: 0 NFI Investor Update€¦ · New Flyer Leadership in Zero Emissions NF estimates 283 zero emission buses (“ZEBs”) were delivered by the industry in 2016 NF delivered 241 equivalent

11

New Flyer Leadership in Zero Emissions

� NF estimates 283 zero emission buses (“ZEBs”) were delivered by the industry in 2016

� NF delivered 241 equivalent units (“EUs”) ZEB (8.3% of NF’s total transit production), with 85% ZEB

market share. Increase of 48% from 144 EU’s delivered by NBF in 2015. NF has now delivered >6,400

transit buses powered by electric motors (including hybrids).

Current Status of NF Battery-Electric Bus

� NF battery-electric buses have been delivered to transit agencies in Washington, Chicago, & Winnipeg.

� NF currently has 52 electric bus orders in-process including: LA Metro, AC Transit, MBTA (Boston), Utah

Transit Authority, Tri-Met (Portland), OCTA (Orange County), SunLine Transit (Palm Springs)

� NF current ZEB bid pipeline of 893 EU’s. Total bid universe relating to ZEB buses is 1,519 EU’s or 8%.

NF ZEB Differentiators

� NF is the only NA Bus manufacturer to offer all ZEB types (battery-electric, trolley-electric, and fuel cell)

� NF unmatched design and manufacturing capability allows operators ability to customize and optimize

charging method, infrastructure and range capability

� All NF ZEBS are based the proven Xcelsior® transit bus platform and utilize shared and common electric

accessories. MCI zero emission coach (ZEC) now in development

� All public data indicates NF electric buses can match or exceed the energy storage capability of

competitor electric buses, but with the ability to carry significantly more passengers

Page 13: 0 NFI Investor Update€¦ · New Flyer Leadership in Zero Emissions NF estimates 283 zero emission buses (“ZEBs”) were delivered by the industry in 2016 NF delivered 241 equivalent

12

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10,000

15,000

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7

Ongoing Bids Submitted Bids Forecast

Annual Deliveries and Market Demand

Transit Bus EUs delivered in Can/US Motor Coaches delivered in Can/US

+

Public Bid Universe & Active Transit Bus Opportunit ies (EUs)

NFI forecasted EU buys in next 5 years

Bids submittedby NFI and EUs awaiting selection

Operator RFPs Issued. EUs for Proposals in development

Source: NFI/MCI Database & Management Estimates

US Federal Funding for Transportation

1,49

2

1,86

2

1,76

7

1,19

0

1,47

9

1,51

4

1,02

2

753

1,05

0

1,29

2

1,05

6

1,01

2

811

633

592

686

821

802

856

942

2,48

5 2,99

0

2,82

4

2,38

1

2,33

0

2,04

8

1,47

5

1,34

3 1,75

2

2,09

9

1,85

2

1,82

0

1,58

4

1,20

8

1,54

3

1,56

6

1,77

3

1,92

6 2,31

1

2,41

6

0%

10%

20%

30%

40%

50%

60%

70%

80%

0

1,000

2,000

3,000

4,000

5,000

6,000

7,000

MCI Industry Market Share

0

2000

4000

6000

8000

0

5,000

10,000

15,000

20,000

25,000

US

Fe

de

ral

Fun

din

g (

$ m

illi

on

s)

ISTEA TEA-21 SAFETEA-LU

Extension to SAFETA-LU MAP-21 ARRA

DRRA FAST Bus Deliveries (EU)

4,79

7 5,34

7 5,81

6 6,23

6

5,38

8

5,00

9

4,72

3 5,21

2

4,33

3

4,04

7

5,06

5

5,28

4

6,03

2

5,93

3

5,15

4

5,10

9

5,01

0

5,12

8 5,53

3

5,79

5

935

1,05

0

1,50

0

1,86

4

2,05

1

1,27

2

1,73

1

1,87

1

1,58

5

1,42

2

2,11

5

2,16

4

2,25

8

2,02

5

1,81

4

1,65

6

1,86

8

2,43

7

2,45

7

2,56

9

0%

10%

20%

30%

40%

50%

60%

70%

80%

0

1,000

2,000

3,000

4,000

5,000

6,000

7,000

Total New Flyer Market Share

Page 14: 0 NFI Investor Update€¦ · New Flyer Leadership in Zero Emissions NF estimates 283 zero emission buses (“ZEBs”) were delivered by the industry in 2016 NF delivered 241 equivalent

13

0

1000

2000

3000

4000

5000

6000

7000

8000

9000

10000

Q4-

06

Q1-

07

Q2-

07

Q3-

07

Q4-

07

Q1-

08

Q2-

08

Q3-

08

Q4-

08

Q1-

09

Q2-

09

Q3-

09

Q4-

09

Q1-

10

Q2-

10

Q3-

10

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Q1-

11

Q2-

11

Q3-

11

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11

Q1-

12

Q2-

12

Q3-

12

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12

Q1-

13

Q2-

13

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13

Q4-

13

Q1-

14

Q2-

14

Q3-

14

Q4-

14

Q1-

15

Q2-

15

Q3-

15

Q4-

15

Q1-

16

Q2-

16

Q3-

16

Q4-

16

Deferred Order Option

Option

Deferred Order Firm

Firm

Public Customer Book-to-Bill and Backlog

Book-to-Bill consistently >100% for 15 of last 16 Quarters

Growing Total Backlog (Firm and Options)

Note: US Customer deferred Order was removed from backlog IN 2013 following 5 years of inaction.

+

MCI Public backlog added in Q4-15

Firm Order Backlog = 6,745 EUs

Options Backlog = 3,442 EUs

Page 15: 0 NFI Investor Update€¦ · New Flyer Leadership in Zero Emissions NF estimates 283 zero emission buses (“ZEBs”) were delivered by the industry in 2016 NF delivered 241 equivalent

14

Manufacturing, Fabrication and Service Footprint

`

FL

AL

TX

CA

NDMN

IL IN OH

KY

WV

PA

NY

NJ

SK MB

ONQC

ABRenton, WA

NFI Service Center

Ontario, CANFI Completion & Service Center

Crookston, MNNFI Bus Completion

St Cloud, MNNFI Bus Manufacture

Anniston, ALNFI Bus ManufactureElkhart, IN

TCB Part Fabrication

Arnprior, ONNFI Service Center

NFI - Winnipeg, MBParts Fabrication and Bus Shell Assembly

New Product Development

MCI - Winnipeg, MBParts Fabrication, MCI D Model Shell Assembly

Complete J Model manufactureNew Product Development

Frank Fair Fiberglass Fabrication

Montreal, PQMCI Service Center

Blackwood, NJMCI Service Center

Winter Garden, FLMCI Service Center

Dallas, TXMCI Service Center

Los Alamitos, CAMCI Service Center

Pembina, NDMCI D Shell Completion

Des Plaines, ILMCI Service Center

+

Jamestown, NYPart Fabrication/Assembly

Page 16: 0 NFI Investor Update€¦ · New Flyer Leadership in Zero Emissions NF estimates 283 zero emission buses (“ZEBs”) were delivered by the industry in 2016 NF delivered 241 equivalent

15

Industry’s most comprehensive Bus/Coach Parts

Aftermarket Parts Product Support Services

� Widest transit bus and motor coach product assortment and industry leading distribution network with shortest delivery times.

� Added value through unique offerings (Kits, Mid-life upgrade programs, Vendor Managed Inventory, KanBan, etc).

� New MCI website offering state of the art on-line sales and distribution features.

� Publications: Wide range of customized parts, maintenance and operational documentation. New Flyer & MCI publications are the industry standard.

� Training: Operator and maintenance training provided in connection with new bus sales or aftermarket support (On-the-job, Classroom, eLearning, etc.). In addition to on-site training, the Louisville Kentucky facility serves as the national coach training facility for MCI.

+

Page 17: 0 NFI Investor Update€¦ · New Flyer Leadership in Zero Emissions NF estimates 283 zero emission buses (“ZEBs”) were delivered by the industry in 2016 NF delivered 241 equivalent

16

Parts Distribution Footprint

`

FL

AL

TX

CA

NDMN

IL IN OH

KY

WV

PA

NY

NJ

SK MB

ONQC

AB

Fresno, CANFI Parts Distribution

Hebron, KYNFI Parts Distribution

Delaware, OHNABI Parts Distribution

Brampton, ONNFI Parts Distribution

Winnipeg, MBNFI Parts Distribution

Edmonton, AB MCI Parts Distribution (3PL)

Montreal, PQMCI Service Center

Blackwood, NJMCI Service Center

East Brunswick, NJMCI Parts Distribution

Winter Garden, FLMCI Service Center

Dallas, TXMCI Service Center

Des Plaines, ILMCI Service Center

+

Los Alamitos, CAMCI Service Center Louisville, KY

MCI Parts Distribution

Page 18: 0 NFI Investor Update€¦ · New Flyer Leadership in Zero Emissions NF estimates 283 zero emission buses (“ZEBs”) were delivered by the industry in 2016 NF delivered 241 equivalent

17

548 641 707 712

1,0786.2%

8.6%

8.5%12.2%

14.3%

0%

2%

4%

6%

8%

10%

12%

14%

16%

0

200

400

600

800

1000

1200

2012 2013 2014 2015 2016

Millio

ns

Average Invested Capital for the period Return on Invested Capital

746984

1,132 1,217

1,865

119

215

319322

409

0

500

100 0

150 0

200 0

250 0

201 2 201 3 2014 201 5 201 6

Bus Aftermarket

4164 57

90

208

20

31 50

61

81

0

50

100

150

200

250

300

350

2012 2013 2014 2015 2016

Bus Aftermarket

ROIC = Net operating profit after taxAverage invested capital for the period

Financial Performance

Sales ($M US) Adjusted EBITDA ($M US)

Return on Invested Capital

+

61

95107

151

289

865

1,199

1,4511,539

2,274

Quarterly Adjusted EBITDA ($M US)

NFI Group

16 16 14 14 15 1824 37 20 27 26 35 31 39 36

45

6880

6477

75 71 63 61 59 6171

95 99 108 110 107119

131141

151

188

229

257

289

020406080

100120140160180200220240260280300320

2012 2013 2014 2015 2016

Mill

ions

Adjusted EBITDA LTM Adjusted EBITDA

Page 19: 0 NFI Investor Update€¦ · New Flyer Leadership in Zero Emissions NF estimates 283 zero emission buses (“ZEBs”) were delivered by the industry in 2016 NF delivered 241 equivalent

18

Operating Performance

Adjusted EBITDA per new EU delivered ($000 US)

+

Deliveries of new Bus and Coach Equivalent Units (EUs)

Aftermarket EBITDA Margin %

442 441386 387

490 489

577635

554582

621680

572 594625

689

829

912

777

993

1,7851,7951,7391,6561,7041,752

1,943

2,1912,2552,3482,3922,4372,4552,4672,4712,480

2,737

3,0553,207

3,511

0

500

1,000

1,500

2,000

2,500

3,000

3,500

200

300

400

500

600

700

800

900

1,000

1,100

1,200 LTM Deliveries

23.125.6 24.9 26.3

20.221.6

27.5

43.0

14.0

23.920.2

34.1

25.8

37.734.6

45.3

54.7

66.5

56.459.2

$0

$10

$20

$30

$40

$50

$60

$70

18.3%

17.1%

15.4%14.8%14.7%14.6%14.6%

14.0%

16.3%

16.2%16.0%

14.2%

18.6%18.8%

20.5%

18.6%

20.1%

18.6%

20.2%19.8%

12%

14%

16%

18%

20%

22%

Aftermarket Adjusted EBITDA / Aftermarket Revenue

NFI Group

Page 20: 0 NFI Investor Update€¦ · New Flyer Leadership in Zero Emissions NF estimates 283 zero emission buses (“ZEBs”) were delivered by the industry in 2016 NF delivered 241 equivalent

19

� New US Administration focus on Infrastructure spending, US economic health and tax

reform could assist with further rejuvenation of aging bus/coach fleet

� Potential for NFI/MCI to grow market share in core bus and coach OEM business

� New product offerings already in development (35’ coach, zero-emission bus and motor

coaches announced Dec 2016)

� Proven LEAN manufacturing and OpEx expertise deployment continues company-wide

which has cost reduction and working capital benefits, plus improved competitiveness

� Significant progress made and continued investment planned for critical parts fabrication

both for bus and coach

� Overhead and cost synergies resulting from common IT platform across NFI and MCI in

process (announced June 2016)

� Potential for additional aftermarket share with added cost and Working capital benefits

from combining the NFI and MCI parts businesses into one (announced Dec 2016)

� Continue M&A opportunities being investigated: Vertical (part fabrication, supply chain

and aftermarket) and Horizontal (other bus types or other bus markets)

Additional Growth, Combination & Margin Opportunities+NFI Group

Page 21: 0 NFI Investor Update€¦ · New Flyer Leadership in Zero Emissions NF estimates 283 zero emission buses (“ZEBs”) were delivered by the industry in 2016 NF delivered 241 equivalent

20

Cash Flow Performance

Free Cash Flow and Dividends (C $M)2016 Adjusted EBITDA to Free Cash Flow ($M)

289.1

24.4

71.6

24.7 3.2

165.2

51.1 216.3

-

50

100

150

200

250

300

350

+NFI Group

$0.585

$0.62

$0.70

$0.95

0%

20%

40%

60%

80%

100%

120%

140%

$0.40

$0.50

$0.60

$0.70

$0.80

$0.90

$1.00

2012Q3

2012Q4

2013Q1

2013Q2

2013Q3

2013Q4

2014Q1

2014Q2

2014Q3

2014Q4

2015Q1

2015Q2

2015Q3

2015Q4

2016Q1

2016Q2

2016Q3

2016Q4

Annual dividend rate (C$) Dividend Payout Ratio

Dividends (C$/share)

0.610.87

1.18

1.95

3.64

0.81

0.21 0.48

0.97

2.1

$0.00

$0.50

$1.00

$1.50

$2.00

$2.50

$3.00

$3.50

$4.00

2012 2013 2014 2015 2016

Free Cash Flow per share (C$) Earnings per share (US$)

Free Cash Flow and Net Earnings ($/share)

27.145.1

65.5

108.3

216.3

33.1 30.7 32.5 33.854.0

0.0

50.0

100.0

150.0

200.0

250.0

2012 2013 2014 2015 2016

Free Cash Flow Dividends

Page 22: 0 NFI Investor Update€¦ · New Flyer Leadership in Zero Emissions NF estimates 283 zero emission buses (“ZEBs”) were delivered by the industry in 2016 NF delivered 241 equivalent

21

0

0.5

1

1.5

2

2.5

3

3.5

$0

$100

$200

$300

$400

$500

$600

$700

$800

$900

$1,000

2010 2011 2012 2013 2014 2015 2016

IDS Debt Bachelor Bonds Senior Term Loan

Revolver Convertible Debenture Total leverage ratio

Strong Balance Sheet with low LeverageMajority of Convertible Debentures issued in 2012 have now converted

$8M Convertible Debentures issued in Jun-12 @ 6.25%. Convert price $US10/share

$343M Revolver Facility used to manage working capital fluctuations ($77M outstanding)

$482M Senior Secured Term Loan

Total Leverage does not include Convertible Debenture as debt.

Under NFI Senior Credit Agreement the Total Leverage Ratiomust be maintained below 4X Adj EBITDA. The minimum ratioreduces to 3.75X effective January 2, 2017.

Total Debt ($US M) Total Leverage Ratio

+NFI Group

Page 23: 0 NFI Investor Update€¦ · New Flyer Leadership in Zero Emissions NF estimates 283 zero emission buses (“ZEBs”) were delivered by the industry in 2016 NF delivered 241 equivalent

22

Capital Allocation Policy+NFI Group

Invest in current business and growth

Maintain balance sheet flexibility

Return capital to shareholders

Growth balanced between organic and M&A growth

• Invest in LEAN manufacturing to improve quality & cost effectiveness

• Invest in vertical integration of critical supply

• Four acquisitions completed from 2010 – 2015. Seek additional M&A (Tuck in and Growth).

Prudent use of Leverage

• Provide liquidity for fluctuating working capital requirements

• Seek normal operations between 2-2.5X leverage

• Add leverage to fund accretive acquisitions capable of reducing leverage through earnings

Common Share Dividend

• Sustainable: Distributions have been paid consistently since IPO in 2005

• Current annual dividend of CAD $0.95/share. Paid quarterly.

Foundation of Capital Allocation Policy is built on a strong balance sheet and an operating model providing consistent and predictable cash flow

Page 24: 0 NFI Investor Update€¦ · New Flyer Leadership in Zero Emissions NF estimates 283 zero emission buses (“ZEBs”) were delivered by the industry in 2016 NF delivered 241 equivalent

23

GLOBAL BUS MARKET ~420K/YR CANADA/US BUS MARKET ~56K/YR

Bus Market Segment Summary (April 2016)

APPENDIX A

Page 25: 0 NFI Investor Update€¦ · New Flyer Leadership in Zero Emissions NF estimates 283 zero emission buses (“ZEBs”) were delivered by the industry in 2016 NF delivered 241 equivalent

24

FORWARD LOOKING STATEMENTS

This investor presentation contains forward-looking statements relating to expected future events, including the integration of the acquired business into New Flyer’s existing business and expected synergies, the

diversification and growth of the combined bus and aftermarket parts businesses. Although the forward-looking statements contained in this investor presentation are based upon what management believes to be

reasonable assumptions, investors cannot be assured that actual results will be consistent with these forward-looking statements, and the differences may be material. Actual results may differ materially from

management expectations as reflected in such forward-looking statements for a variety of reasons, including risks related the ability to implement the operational changes necessary to achieve the intended

synergies, acquisitions, joint ventures and other strategic relationships with third parties (including liabilities relating thereto), the covenants contained in the Company’s new senior credit facilities could impact the

ability of the Company to fund dividends, market and general economic conditions and economic conditions of and funding availability for customers to purchase buses and to purchase parts or services, customers

may not exercise options to purchase additional buses, the ability of customers to suspend or terminate contracts for convenience and the other risks and uncertainties discussed in the materials filed with the

Canadian securities regulatory authorities and available on SEDAR at www.sedar.com. Due to the potential impact of these factors, the Company disclaims any intention or obligation to update or revise any forward-

looking statements, whether as a result of new information, future events or otherwise, unless required by applicable law.

FINANCIAL TERMS, DEFINITIONS AND CONDITIONS

References to “EBITDA” are to earnings before interest, income taxes, depreciation and amortization, fair value adjustment for total return swap and unrealized foreign exchange losses or gains on non-current

monetary items. References to “Adjusted EBITDA” are to EBITDA after adjusting for: the effects of certain non-recurring and/or non-operations related items that have impacted the business and are not expected to

recur, including non-recurring transitional costs relating to business acquisitions, product rationalization costs, impairment loss on equipment and intangible assets, realized investment tax credits (“ITCs”), equity

settled stock-based compensation, past service costs, fair value adjustment to MCI’s inventory and deferred revenue, proportion of the total return swap realized, loss on derecognition of long-term debt and costs

associated with assessing strategic and corporate initiatives. Return on Invested Capital “ROIC” is calculated by dividing Net Operating Profit After Tax by Average Invested Capital for the period. References to “Net

Operating Profit After Tax” are to Adjusted EBITDA less depreciation of plant and equipment and income taxes. References to “Invested Capital” are to shareholders’ equity plus long-term debt, obligations under

finance leases, other long-term liabilities, convertible debentures and derivative financial instrument liabilities less cash.

Management believes EBITDA, Adjusted EBITDA, ROIC and Free Cash Flow (as defined below) are useful measures in evaluating the performance of the Company. “Free Cash Flow” means net cash generated by

operating activities adjusted for changes in non-cash working capital items, interest paid, interest expense, income taxes paid, current income tax expense, effect of foreign currency rate on cash, past service costs,

defined benefit funding, non-recurring transitional costs relating to business acquisitions, costs associated with assessing strategic and corporate initiatives, product rationalization costs, defined benefit expense,

cash capital expenditures, realized ITCs, fair value adjustment to MCI’s inventory and deferred revenue, gain received on total return swap settlement, proportion of the total return swap realized and principal

payments on capital leases. However, EBITDA, Adjusted EBITDA, ROIC and Free Cash Flow are not recognized earnings measures and do not have standardized meanings prescribed by IFRS. Readers of this

presentation are cautioned that EBITDA, and Adjusted EBITDA should not be construed as an alternative to net earnings or loss determined in accordance with IFRS as an indicator of New Flyer's performance, and

Free Cash Flow should not be construed as an alternative to cash flows from operating, investing and financing activities determined in accordance with IFRS as a measure of liquidity and cash flows. A reconciliation

of net earnings and cash flow to EBITDA and Adjusted EBITDA, based on the Financial Statements, has been presented In Management’s Discussion and Analysis of Financial Condition under the heading

“Reconciliation of Net Earnings to EBITDA and Adjusted EBITDA” and “Reconciliation of Cash Flow to EBITDA and Adjusted EBITDA”, respectively. A reconciliation of Free Cash Flow to cash flows from operations

is provided under the heading “Summary of Free Cash Flow”.

New Flyer’s method of calculating EBITDA, Adjusted EBITDA, ROIC and Free Cash Flow may differ materially from the methods used by other issuers and, accordingly, may not be comparable to similarly titled

measures used by other issuers. Dividends paid from Free Cash Flow are not assured, and the actual amount of dividends received by holders of Shares will depend on, among other things, the Company's financial

performance, debt covenants and obligations, working capital requirements and future capital requirements, all of which are susceptible to a number of risks, as described in New Flyer’s public filings available on

SEDAR at www.sedar.com.

All figures are in U.S. dollars unless otherwise noted.

FORWARD LOOKING STATEMENTS, FINANCIAL TERMS, DEFINITIONS AND CONDITIONS

+APPENDIX B