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NFI Investor Update

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NFI Investor Update 0 NFI Investor Update North America’s leading Transit Bus & Motor Coach Manufacturer and Parts Distributor as at March 8, 2017 1 NFI Group Company Highlights Q4 and Full Year 2016 results to be released March 22, 2017 Q3-16 LTM Performance: Revenue: US $2.1 B Adj EBITDA: US $256.9 M Return on Sales: 12.4% Net Debt: $558 M #1 Transit Bus & Motor Coach manufacturer and parts supplier in Leverage: 2.08 North America with ~5,000 employees and the leading installed base (Converts treated as Equity) (nearly 70,000 vehicles or ~50%). ROIC: 14.1% Shareholders: Marcopolo S.A. = 10.8%, Management/Board = 1.9%. FCF: US $166.9 M Payout Ratio: 21.9% Fully Diluted Market Cap: ~$C 2.5B. Growth and Yield focus. Current Backlog (at YE 2016): Common Share (TSX:NFI) Convertible Debt (TSX:NFI.DB.U) Firm : 3,442 EU, $1.8 B Shares Outstanding: 61.8 M Principal Outstanding: US $8.1 M Options : 6,745 EU, $3.5 B 60-day average Daily Volume: ~ 340K 60-day average Daily Volume: ~US $8K LTM Book to-Bill Ratio: 131% Dividend = C$0.95 /share (1) , Yield: ~2.2% (3) Coupon: 6.25%, Yield: ~ 1.9% (3) (2) TSR : 2016 = 47% 2015 = 115% 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 (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 February 28, 2017 Forward Looking Statements and Non-GAAP Measures are defined in APPENDIX B . 2 NFI Group + NFI Investment Thesis ° North Americas’ #1 heavy-duty transit bus brand, #1 motor coach brand and #1 aftermarket Scale combined parts and service supplier with Leading Share ° Leading installed bus fleet with >70,000 vehicles (transit buses and motor coaches) currently in Diversified in service or ~50% share of Canadian and US installed base Markets ° Compliant with Buy-America and Canadian content policies (with ~70% of productive capacity located in the US). Integrated aftermarket parts and services operation. ° Founded in the 1930’s, NFI and MCI have established relationships with nearly all domestic Deep Relationships transit authorities and specifically 24 out of 25 of the largest agencies with High Quality Customer Base ° Strong reputation and long standing relationship with hundreds of motor coach operators in Canada and US operating MCI or SETRA (Daimler) motor coaches Broad ° Leading in-house engineering and new product development capability Product Offering with Technology ° Offer the industry’s widest range of green propulsion options: clean diesel, diesel-electric Leadership hybrid, natural gas, and zero-emission (electric trolley, battery-electric and fuel cell). Experienced ° Successful track record of positioning the business for growth, increased profitability and Team focused on proven cash flow generation Growth & ° Extensive LEAN transformation and OpEx experience with demonstrated ability to complete Diversification accretive acquisitions and achieve synergies ° Business operates in USD with ~90% revenue in USD Flexible cost base with 89% of Strong Financial expenses variable flexibility and ° Proven financial performance and low leverage (~2X). Strong/Predictable cash flow with performance proven de-levering and consistent dividends paid. ° Experience M&A and solid integration experience 3 NFI Group + NFI Business Strategy Our Facilities, Our Market Our Business Our Revenue, Processes & Leading Positions and Revenue EBITDA and Products in Bus/Coach/Parts Stream CashFlow Optimize, Defend, Diversify & Grow 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). 4 NFI Group Strategic Plan and Execution has delivered solid TSR Total Shareholder Return (1) Cultural & Structural Change 700.0 ° Adopted Stakeholder Model. 657.1 ° Commitment to Culture, People & LEAN operations 600.0 ° Migrated Capital Structure from Income Deposit Security (yield only focus) to Common Share (Growth and Yield) 500.0 Strategic Acquisition's 400.0 Investment in NFI ° NFI's first acquisition in 2010 enhanced part fabrication capability and capacity TotalReturn 300.0 ° Equity investment in NFI by a leading global bus and coach body manufacturer 200.0 ° NFI acquired Orion’s parts business from Daimler 146.6 ° NFI acquired US manufacturer of heavy- 100.0 S&P/TSX Composite duty transit buses and parts distributor ° NFI acquired North America’s leading -- Aug-12 Aug-13 Aug-14 Aug-15 Aug-16 manufacturer of motor coach and parts/service support Source: FactSet, Company filings 1. Total shareholder return includes capital appreciation and dividends paid. 2. Calculated using closing TSX market price as at January 9, 2017 5 NFI Group Proven Leadership with extensive Industry Experience Paul Soubry Wayne Joseph Ian Smart Brian Dewsnup President & CEO, NFI Group President ,Transit Bus President ,Motor Coach President, Aftermarket Parts Joined New Flyer in 2009 as President and CEO after Joined New Flyer in 2008 as VP Operations and then Joined New Flyer in 2011 as EVP Aftermarket and prior Formely NABI’s CFO (which NFI acquired in 2013), and 24 years with Standard Aero. Holds a Bachelor of assumed responsibility as EVP Transit Bus. Prior held held various executive positions at Standard Aero for then VP Business Development of New Flyer. Lead Commerce, attended Exec Ed at Harvard Business executive positions in bus manufacturing for over forty 15 years - one of the world’s largest independent the acquisition of MCI and became VP & GM School and the Institute of Corporate Directors. years with NABI, Blue Bird and Flxible, and then at aviation service companies. Aftermarket. Prior served as Controller of Johns BAE Systems. Manville's-Waterville operations, and held various In 2003, was named a recipient of ‘Canada’s Top 40 Lead the project to privatize and conduct LEAN capacities at Ford Motor and Visteon. under 40’ award, inducted into the CME Manufacturing Holds a Bachelor of Science in Business Administration implementation at a United States Air Force Base. Hall of Fame in 2014, and recognized as Canada’s and an Accounting Degree and is Certified in Holds a Bachelor's in Mechanical Engineering, Masters 2016 CEO of the Year by the Financial Post. Production and Inventory Management (CPIM). Holds a Bachelor of Science in Industrial Engineering. in Mechanical Engineering, and an MBA in Finance. Glenn Asham CFO, 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 Harper EVP HR, NFI Group Joined New Flyer in 1999. Holds a Diploma in Creative Communications, a Certificate in Human Resources, is a Certified Human Resources Professional (CHRP) and hold a Human Resources Compensation Committee managmenet designation. David White EVP 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. 6 #1 Market Share in Transit Bus Heavy-Duty: Xcelsior ® Medium-Duty: MiDi ® ® Launch in 2009 based on >20 years experience with JV with Alexander Dennis (UK) to introduce MiDi to low floor transit buses North America in 2014 Offered in 35’, 40’, and 60’ lengths 30’ and 35’ low-floor medium duty bus, tested to HD Primary targets is metropolitan & urban fleets standards. Primary target is municipal/ & commercial shuttles Typical sale price of approx US $450K for 35’/40’ and US $700K for 60’ articulated Typical sale price of approx US $300K HD Transit Bus Share (2016 market is ~5,800 units*) Active Canada/US HD Transit Bus Coach Fleet ~85,000 Average
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