Strategic Acquisition of Alexander Dennis

STRATEGIC ACQUISITION OF ALEXANDER DENNIS

Alexander Dennis is a Scotland headquartered global leader of lightweight single and double deck buses and motor coaches

May 28, 2019 Company Overview

Business Description

. ADL is a leading global manufacturer of double deck and single deck buses and motor coaches. . Headquartered in Larbert, Scotland with international offices in Hong Kong, Singapore, Malaysia, New Zealand, Europe, Canada, the United States and Mexico. . More than 120 years of British engineering heritage. . In 1995 Mayflower Corporation bought Scottish bus-maker Walter Alexander (founded 1924) and in 1998 English bus-maker Dennis Group (founded 1895). Mayflower joined Henlys Group in a JV rolling Alexander, Dennis and Henlys' Plaxton (founded 1907) into one company called TransBus International. The JV was not successful and Mayflower collapsed in 2004. . Alexander Dennis was incorporated in 2004 as a private consortium to buy a major portion of the collapsed Mayflower Corporation. Henlys' Plaxton was taken over by management and operated under the ownership of Plaxton Holdings until 2007 when it was bought by Alexander Dennis. . Propulsion expertise includes Clean Diesel, CNG, Hybrid and Battery-Electric. ADL is the UK electric bus leader (on BYD chassis) with international electric models launching in 2019 . ADL provides aftermarket services in all of its markets including parts, maintenance and servicing

Key ADL Statistics Key ADL Financials (£ mm)(1) 2017 2018 Growth Number of employees 2,587 Units Sold 2,345 2,533 (3% EV) 8.0% 31,600 Buses in Service Revenue £576 £631 9.5%

Assembly Facilities Scotland (3), England (1), US (1), Canada (1) Adjusted EBITDA / % Margin £40 / 7% £44 / 7% 10.0%

Service and Parts England (3), New Zealand (1), Singapore (1), Malaysia Free Cashflow (2) £6.6 £18.1 175% Distribution locations (1), Canada (1), USA (1)

1. All financial information regarding ADL contained in this presentation has been derived from ADL’s financial statements which are prepared in accordance with UK Generally Accepted Accounting Principles (“GAAP”). NFI prepares its financial statements in accordance with International Financial Reporting Standards (“IFRS”). UK GAAP differs in certain material respects from IFRS. Adjusted EBITDA is a non-IFRS and non-UK GAAP measure. See “Non-IFRS measures” under cautionary statements at the end of this press release. 1 Transaction Highlights

. £320 million (US$405 million), transaction value funded through a combination of cash and shares – Transaction signed and closed on day of announcement (no regulatory approvals) – ADL’s primary shareholders and ADL’s CEO and CFO have elected to receive in aggregate 1.47 million NFI shares (approx. 10% of the transaction value) issued at $31.94 per share TRANSACTION – Equating to 2% of NFI shares outstanding following completion of the transaction HIGHLIGHTS . ADL management team to remain in place and will continue executing its growth strategy . Purchase price multiple of approximately 7.3x 2018 (for the 12 months ended Dec 30, 2018) Adjusted EBITDA (1) . Immediately accretive to earnings per share and free cash flow per share(1) (before potential synergies)

. The cash consideration paid pursuant to the transaction was financed with a new US$300 mm credit facility with the remainder funded from NFI’s existing syndicated credit facility – New credit facility has substantially the same terms as NFI’s existing syndicated credit facility FINANCING AND PRO . NFI pro forma total debt to estimated combined Adjusted EBITDA(1) of approximately 2.9x as at December 30, 2018 FORMA LEVERAGE . Significant deleveraging is expected over the next 18 months (to within target leverage of 2.0x to 2.5x total debt / Adjusted EBITDA) similar to the MCI transaction . NFI maintains dividend policy presently at $1.70 per share annually, paid quarterly

1. See footnote on slide 1 and “Non-IFRS measures” under cautionary statements at the end of this presentation. 2. British pounds have been converted to US dollars using an exchange rate of £1.00=US$1.2663; 2018 actual figures have been converted at an exchange rate of £1.00=US$1.3355.

2 Strategic Acquisition Rationale

MARKET LEADERSHIP . ADL is the #1 UK bus manufacturer and #1 global producer of double-decker buses with a well established international presence - Significant installed base in UK, Hong Kong, Canada, USA and New Zealand INTERNATIONAL . Growing North America business which augments NFI’s product breadth and customer reach DIVERSIFICATION . Successful track record of accessing and growing in new markets globally - Recent success in Continental Europe (Poland, Switzerland and Germany) provides a platform for further expansion into Western Europe A PLATORM FOR - Operating model in Mexico to be utilized to investigate additional growth GROWTH . ADL revenue split: Bus = 84% of total sales, Motor coach = 5%, and Parts/Service = 11%

. Adds its class leading, internationally proven line-up of single-deck and double-deck buses ENHANCES NFI . Sharing of best practices, and the optimization of existing partnerships internationally PRODUCT PORTFOLIO . Enhances NFI’s technical competencies on lightweight chassis / bodies . UK’s market leading electric bus business with significant product know-how and first mover advantage

rd COST EFFECTIVE . ADL operates flexible assembly model (both internal and 3 party) with deep manufacturing and engineering talent PLATFORM . Operates successfully in very competitive environments with cost competitive buses assembled in the UK primarily for the UK, in the US and Canada for domestic markets and even more cost competitive in foreign markets with local sourcing and 3rd party assembly . Immediately accretive to earnings per share and free cash flow(1)(2) per share (before synergies) FINANCIALLY . Rapid deleveraging to NFI’s target range of 2.0x to 2.5x total debt to Adjusted EBITDA is expected over the next 18 months(1) COMPELLING . Significant acquisition whilst maintaining NFI dividend policy . Potential to capture revenue and cost synergies from the sharing of best practices and a combined market approach in North America . Strong cultural alignment between NFI and ADL with longstanding relationships and mutual respect STRONG - Share similar cultures and values, especially towards quality, technology, innovation and customer experience CULTURAL FIT WITH COMMITMENT TO - Clear alignment on management strategy, market outlook, and EV adoption expectations SAFETY AND . ADL commitment to sustainable mobility and completely aligned with NFI ENVIRONMENT . ADL management to remain in place and to drive performance and international growth

1. See footnote on slide 1 and “Non-IFRS measures” under cautionary statements at the end of this presentation. 3 ADL is well aligned with NFI’s Strategy

NFI MISSION: To move people with leading transportation solutions that are safe, accessible, efficient, and reliable. NFI VISION: To enable the future of mobility with innovative and sustainable solutions. NFI STRATEGY: 1. Offer global operators the best buses, services and value in the industry . Migrate from selling buses to providing solutions…that deliver best value & support for life . Provide complete offering: Bus (“Workhorse of the Fleet”) supported by Parts & Service . Lead market innovation with diverse propulsion offering on proven bus platforms . Increased focus on Aftermarket Parts and Services (such as telematics, infrastructure, etc.)

2. Operate as a world class OEM using LEAN Principles (OpEx) & Quality Roadmap . Be recognized as an Employer of Choice . Excel in supply chain, strategic sourcing and appropriate in-sourcing . Continuous pursuit of eliminating waste and cost reduction to improve competitiveness . Excel at customer support, response and follow-up . Operate as a responsible, sustainable and environmentally conscious business

3. Perform while seeking Growth and Diversification into New Markets . Deliver attractive returns to shareholders through capital appreciation and dividends . Operate with a prudent capital structure preserving flexibility to invest and grow the business . Seek to diversify: Product (type of bus) and/or Market (Public vs. Private) and/or Geography (North America vs. International)

Market leadership, world class operations and prudent growth into new markets

4 Product Segment Overview

Manufacturing Aftermarket Single Deck / Double Deck Buses Motor Coaches

2018A Sales(1): 2018A Sales(1): 2018A Sales(1): £528 mm £32 mm £71 mm (84% of total) (5% of total) (11% of total) Enviro200EV Panther Enviro400 Panorama

. Broad range of lightweight double deck (2 axle and 3 axle) . Full range of bodies with best-in-class reliability, . Sale of body and chassis parts, and single deck products configurability, and fuel efficiency engineering, maintenance, and diagnostics . Complete design offering . Utilization of Volvo and Scania chassis . Online ordering through AD24 platform – Proprietary in-house production and development of bus chassis and bodies . Strong UK presence with export opportunities available . Currently UK focused with planned – UK EV chassis through strategic relationship with BYD (Successful entrance to New Zealand market) international expansion

. Best-in-class reliability and fuel efficiency . Developing tech-driven aftermarket systems to develop sales, improve margins and enhance the customer experience Leader in Green Propulsion Options . Partnerships with leading technology partners and global battery manufacturers including BYD . Enviro200 electric vehicle variant best selling in the UK with 70% market share(2) . Double deck EV variants launching in 2019 in the UK and North America (on ADL Chassis)

1. Sales also include used / third-party chassis (£26 mm / 4% of total). All figures based on UK GAAP. 5 2. Source: UK Bus Registration Data, ADL Management estimates. Global Player with Diversified Revenue Stream

ADL 2018A Revenue Breakdown(1) ADL Manufacturing Footprint

11% U.K. 1% Asia Pacific 12% North America 49% Other Developing Aftermarket

27%

Countries with recent ADL Deliveries Single / Double Deck Buses Motor Coaches

United Kingdom Ireland United States Canada United Kingdom Ireland ADL ADL Manufacturing Location 3rd Party Manufacturing Location Hong Kong Singapore Malaysia New Zealand Poland New Zealand Countries with Operations / Sales Offices

Mexico Switzerland

1. Excludes FX adjustments. 6 Track Record of Successful International Expansion

Scottish investor Colin Robertson Joint Venture with Partner in Manufacturing Nappanee, USA Entry into Mexican ADL wins contract group acquires joins ADL as Kiwi Bus Builders Malaysia to start alliance with ABC in facility acquired in and Swiss market to supply double former Alexander CEO in New Zealand production in the United States early 2017 deck fleet to BVG in and Dennis APAC Electric model of Berlin businesses; ADL ADL acquires Manufacturing Multi-year order Enviro200 is formed Plaxton (UK #1 alliance with from Metrolinx in launched in the UK Initial sales of coach body Zhuhai in China Toronto, Canada electric model of builder) Enviro400 to be JV with New Flyer Entry into Malaysia delivered in 2019 in North America and Singapore markets AD24 launched. An Supplied coach online portal for bodies to PolskiBus parts sales, training in Poland and manuals

2004 2007 2008 2012 2015 2016 2017 2018

7 The UK Market Leader

Body Market Data (2018)(1) Long Standing Relationships with Prime UK Customers

4%3% 5%

21%

67%

Other

Chassis Market Data (2018)

10% 5%

12%

59% 14% ADL has over 50% market share in the UK Other(2)

May 20, 2019: Stagecoach announced orders for 351 “cleaner, greener” buses and coaches this year on networks in England, Scotland and Wales, as well as its megabus.com routes in the UK. ADL will build 312 vehicles: including 131 low-floor double-deckers, 95 single-deckers and 28 midi-buses.

Source: UK Bus Registration Data, ADL Management estimates 1. Includes double, midi and single deck 2. Others include: BYD (4%), Scania (4%), Mercedes (1%), Van Hool (1%) 8

Strong APAC Foundation and Growth Opportunities

Hong Kong is the bedrock of the APAC Business Other Key Growth Areas

Successful Expansion into New Zealand . Alexander Dennis holds a market leading position in Hong Kong . ADL has grown sales in New Zealand significantly since entry . The cyclical nature of the market is driven by the 18 year replacements cycle . Now the market leader in lightweight single decks . Following the completion of peak replacement, volumes are beginning to . Increasingly introducing double deck offering and taking markets share normalize. Potential upside in the reduction of current 18 year life of buses to 15 . Developing coach business in partnership with Scania . New bridge between Zhuhai and Hong Kong could drive further capacity . Only manufacturer to support the entire range of vehicles . Near term EV opportunity

New Products Customer Focus Superior Attributes Key Success Drivers Flexible local manufacturing approach (use of Zhuhai 3rd Party body . 2-axle sub-10.6m . Tailoring of product . Continued manufacturing facility 3rd party Malaysia Chassis facility) double deck to to customer competition against replace 3-axle requirements low cost local Willingness and ability to tailor products to local requirements equivalent alternatives via reliability and . Sub-10m midi bus reduced total cost of ownership

April 26, 2019: Singapore’s Land Transport Authority awarded ADL an order for 50 new Enviro500 double deck buses built to a new three door, two staircase layout. The design builds upon the concept bus that ADL developed in 2016, adding further innovation including the use of the latest aluminum composite body technology and a host of new safety and energy-saving features. The 50 new buses will join 216 ADL Enviro500’s already in operation in Singapore, all supported locally from a 25,000 square foot facility in the north of Singapore which opened last year. 10

Impressive North American Growth

ADL North American Customers North American Vehicle Deliveries 2015 - 2018

55 23 148 127 86 64

2015 2016 2017 2018 ADL standalone ADL in joint venture with NF(1)

ADL’s North American Product Line is Complementary to NFI

Medium Duty Medium Duty Heavy Duty Motor Coach Low Floor Shuttle (27’, 29 Heavy Duty Heavy Duty Cutaway Transit (30’, 35’) Transit (35’, 40’) Transit (60’ articulated) (35”, 45’) and 34’) Double Deck (45’) (ranging from 21’ to 34’)

1. NFI was in a joint venture with ADL from 2013 to 2017 to sell a variant of ADL’s Enviro200 product, known as the MiDi. Sales from the MiDi in North America have been presented separately from ADL’s other North American vehicle sales 12

NFI has a history of Successful Acquisitions and Growth

Strong, established track record of accretive, Acquired US low-floor Acquired UK/Global value creating M&A transactions cutaway and medium- bus and coach duty buses OEM manufacturer NFI’s acquisitions have enhanced and expanded its product portfolio and created KMG opportunities for synergies between acquired Acquired U.S HD transit bus OEM businesses Acquired assets of US NFI launched US based Fiberglass supplier Part Fabrication Business NFI has demonstrated a strong track record as a dividend paying growth story, returning over 700% to shareholders since 2012 $3,362 Acquired Orion (Transit Acquired Can/US Bus parts Distributor) (1) from Daimler FRP Supplier $843 $2,382 $2,274 Acquired North Pro forma America’s leading ADL Global bus body motor coach OEM manufacturer equity $1,539 Acquired U.S. part NFI converted investment in NFI $1,451 fabricator in 2010 from IDS to Common Share $1,199 $984 $926 $865

$318 $374 $289 (1) $151 $59 $97 $80 $61 $95 $107

2010 2011 2012 2013 2014 2015 2016 2017 2018 Revenue ($ mm) Adj. EBITDA ($ mm)

14 NFI Group Leadership

Paul Soubry President & CEO Joined in 2009

Janice Harper Chris Stoddart Ian Smart Colin Robertson Brian Dewsnup Executive Vice President President President CEO ADL & President Human Resources Transit Bus Motor Coach President NFI NFI Parts Joined in 1998 Joined in 2008 Joined in 2011 International Joined in 2006 Joined in 2007

Glenn Asham Executive Vice President Chief Financial Officer Joined in 1992

David White Executive Vice President Supply Management Joined in 1996

Colin Pewarchuk Executive Vice President General Counsel Joined in 2006

15 NFI has maintained a Strong Balance Sheet while Growing Dividend

Track Record of Balance Sheet Deleveraging Stable and Growing Dividend

. NFI has paid consistent and growing dividends every month / quarter since its IPO . New US$300 million Senior Secured Credit Facility in 2005 – Facility matures in October 2023 and has substantially the Senior Secured same terms NFI’s existing syndicated credit facility . As a result of continued robust free cash flow generation NFI increased its annual Credit Facilities dividend to $1.70 per share, effective March 2019 . Remainder of purchase price funded with availability on existing NFI revolver – Represented a 13.3% increase from the previously announced annual dividend rate of $1.50 . Expected pro forma total indebtedness to estimated combined Adjusted EBITDA(1) of approximately 2.9x as at December 30, . NFI has consistently grown its dividend over time Pro Forma 2018 . Strong near-term cash flow generation supports rapid deleveraging

Historical NFI Leverage Profile Historical Annualized Dividend (C$)

Senior Debt / LTM Adj. EBITDA Annualized Dividend per Share

2.9x 2.7x $1.70 2.2x 2.0x 2.0x $1.50 $1.50 $1.50 1.9x 1.8x 1.9x 1.9x 1.9x $1.30 $1.30 $1.30 $1.30 1.7x 1.6x 1.6x $0.95 $0.95 $0.95 $0.95 $0.70

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1Pro- Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 forma 2016 2017 2018 2019Q4 2016 2017 2018 2019

1. See footnote on slide 1 and “Non-IFRS measures” under cautionary statements at the end of this presentation 16 Combined Technology and Electric Vehicle Leadership

Leader in Zero Emission Buses and Infrastructure Strategic Partnerships

. Electric variants available on . Support mobility projects from common Xcelsior Platform start to finish ADL offers biogas, hybrid and fully electric variants through partnerships with Scania, BAE systems and BYD, respectively . Industry leading range of . Focus on energy management 100kWh to 818kWh of electricity optimization . Range of up to 260 miles (418 . Provide infrastructure planning km) and development . Complete FTA Altoona test . Provide cohesive transition of program bus fleets to zero-emission In partnership with Stagecoach and Fusion Processing, ADL electric technology has launched the UK’s first autonomous bus which has already begun depot trials

Other NFI Technology Initiatives ADL Aftermarket Business

New Flyer’s Connect 360™ is real-time smart analytics reporting platform to enhance battery-electric ADL’s total digital offering encompasses parts bus operation, intelligence, and efficiency sales, training, manuals, service bulletins, customer forums and vehicle solutions technology New Flyer’s Autonomous Technology program includes ADAS AV development and deployment of technology for Advanced Driver-Assistance Systems (ADAS) and Automated Vehicles (AV), with a guiding principle focused on public safety. 17 Key Transaction Highlights

• Market Leadership, international diversification, and a platform for growth

• Enhances NFI product portfolio

• Cost effective platform

• Financial compelling

• Strong cultural fit with commitment to safety and environment

18 Cautionary Statements

Non-IFRS measures All financial information regarding ADL contained in this presentation has been derived from ADL’s financial statements which are prepared in accordance with UK GAAP. NFI prepares its financial statements in accordance with IFRS. UK GAAP differs in certain material respects from IFRS. ADL’s “Adjusted EBITDA” referred to in this press release has been calculated by ADL’s management and consists of earnings before interest, income taxes, depreciation, amortization, product development costs and other non-cash charges and certain non-recurring charges. References to “Adjusted EBITDA” are to earnings before interest, income taxes, depreciation and amortization after adjusting for the effects of certain non-recurring and/or non-operations related items as referred to in the Company’s public filings plus estimated adjustments to ADL’s Adjusted EBITDA for conversion from UK GAAP to IFRS. NFI’s free cash flow means net cash generated by operating activities adjusted as referred to in the Company’s public filings. References to ADL’s free cash flow means net cash generated by operating activities with certain adjustments, prepared on a UK GAAP basis. Management believes Adjusted EBITDA and free cash flow are useful measures in evaluating the performance of the Company. However, these terms are not recognized earnings measures under UK GAAP or IFRS and do not have standardized meanings prescribed by UK GAAP or IFRS. Readers are cautioned that these terms should not be construed as an alternative to net earnings or loss or cash flows from operating activities determined in accordance with UK GAAP or IFRS. NFI's and ADL’s method of calculating Adjusted EBITDA 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. Forward-looking statements This press release contains forward-looking statements relating to expected future events and results, including plans for the combination and integration of the acquired business into NFI’s existing business and expected synergies, the diversification and growth of the combined businesses, the accretive effects of the transaction to revenue, earnings and cash flow of NFI and expected future financial deleveraging. Actual events and results may differ materially from management expectations as projected in such forward-looking statements for a variety of reasons, including risks related to acquisitions, joint ventures and other strategic relationships with third parties, risks related to operations in existing, new and emerging markets, the ability to implement the operational changes necessary to achieve expected or potential synergies, market and general economic conditions, political developments in the countries where the Company operates and funding availability for customers to purchase buses and coaches and to purchase parts or services, the covenants contained under NFI’s credit facilities could impact the ability of NFI to make strategic investments and fund dividends 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.