0 NFI Investor Update

North America’s leading Transit Bus & Motor Manufacturer and Parts Distributor

as at March 23, 2017 1

NFI Group Company Highlights

Fiscal 2016 Performance:

Revenue: US $2.3B Adj EBITDA: US $289.1M Return on Sales: 12.7%

Net Debt: $546M Leverage: 1.94 • North America’s: (Converts treated as Equity) ROIC: 14.3% • #1 Transit Bus & Motor Coach manufacturer and parts supplier FCF: US $165.2M • Leading installed base (nearly 70,000 vehicles or ~50%) Payout Ratio: 25.0% Fully Diluted Market Cap : ~$C 2.75B • ~5,000 employees

Current Backlog (at YE 2016): Common Share (TSX:NFI) Convertible Debt (TSX:NFI.DB.U) Firm : 3,442 EU, $1.8B Shares Outstanding: 61.9M Principal Outstanding: US $6.7M Options : 6,745 EU, $3.5B 60-day average Daily Volume: ~ 200K 60-day average Daily Volume: ~US $8K LTM Book to-Bill Ratio: 131% Dividend = C$0.95 /share (1) , Yield: ~2.1% (3) Coupon: 6.25%, Yield: ~ 1.9% (3)

(2) TSR : ‘17 YTD = 12% ‘16 = 47% ‘15 =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 March 20, 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 (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 + 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 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 TSR

Total Shareholder Return (1) It started with Cultural & Structural Change

800.0 ° Adopted Stakeholder Model. 725.9 ° Commitment to Culture, People & LEAN operations 700.0 ° Migrated Capital Structure from Income Deposit Security (yield only focus) to Common Share (Growth and Yield) 600.0 Strategic Acquisition's 500.0

Investment in NFI ° NFI's first acquisition in 2010 enhanced 400.0 part fabrication capability and capacity

TotalReturn ° Equity investment in NFI by a leading 300.0 global bus and coach body manufacturer

° NFI acquired Orion’s parts business from 200.0 Daimler

146.8 ° 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 March 20, 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 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. Led the Commerce, attended Exec Ed at Harvard Business executive positions in bus manufacturing for over forty 15 years - one of the world’s largest independent acquisition of MCI and became VP & GM Aftermarket. School and the Institute of Corporate Directors. years with NABI, Blue Bird and , and then at aviation service companies. Prior served as Controller of Johns Manville's- BAE Systems. Waterville operations, and held various capacities at In 2003, was named a recipient of ‘Canada’s Top 40 Lead the project to privatize and conduct LEAN Ford Motor and . 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 Charterer Professional in Human Resources (CPHR) and holds a Human Resources Compensation Committee management 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 (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 Age of the HD Transit Fleet: US = 7.8 years, Canada = 7.3 years Source: APTA Public Transportation Factbook 2016

5% 1% 19% 45%

30% Orion Parts and NABI acquired by NFI in 2013

Source: New Flyer Database & Management Estimates 7

Transit Bus Market Segments in Canada and US

Transit Market Segments 24 of the 25 largest Transit Agencies and primary targets operate NF supported transit buses

Metropolitan Urban Municipal Fleets Fleets Fleets 17 operators 200 operators 900+ Operators 39% of installed fleet 45% of installed fleet 16% of installed fleet

New market entrants focusing only on battery-electric buses:

Source: New Flyer Database & Management Estimates 8

#1 Market Share in Motor Coaches

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

J Model D Model

° Targets the mid-range to luxury segments ° Targets the mid-range segment ° Trade-in option to support new coach sales ° J Model is the #1 selling coach in the N.A. ° “Buy America” compliant ° Coaches are refurbished at MCI’s service private market ° D Model is the #1 selling coach of all time in N.A. centers and various 3 rd parties ° NA Distributor of Daimler’s SETRA coaches ° Transit authorities ° Value customers in the private market ° Tour and charter operators ° Universities ° Small private fleets ° Hotels and casinos ° U.S. Federal Government ° MCIU sells approx 350 pre-owned units annually ° Inter-city line-haul operators ° Correctional facilities ° Contract carriers

Motor Coach Share: 2016 market ~2,400 units Active Canada/US Motor Coach Fleet ~55,500 units

Average Age of the Motor Coach Fleet: US and Canada = 9 years MCI Share increased Source: ABA Motorcoach Census, published February 2016 by 1% in 2016 over 2015 Turkey 7%

Belgium & Macedonia 26% 39% 50% 1% 26% 23%

28%

Source: MCI Database & Management Estimates Canada & US 9

Motor Coach Market in Canada and US

Market Segments and primary targets Private Market Segment Definitions

Fixed Route/ Tour & Transit Conversion Line Haul Charter

12% of 2% of 34% of 52% of installed fleet installed fleet installed fleet installed fleet

Public Private Private Private

Source: MCI Database & Management Estimates 10

+ Environmental Commitment

Battery Electric/ Clean Diesel Natural Gas Electric Trolley Hybrid Electric Fuel Cell

Xcelsior 35’, 40’, 60’

MiDi 30’, 35

D Model 40’, 45’

eCoach in J Model 45’ Development with 35’ in development 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, & .

¢ 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 12

+ Annual Deliveries and Market Demand

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

Total New Flyer Market Share MCI Industry Market Share 7,000 80% 7,000 80% 6,236 6,032 5,933 5,816

5,795 70% 6,000 70% 6,000 5,533 5,388 5,347 5,284 5,212 5,154 5,128 5,109 5,065 5,010 5,009 60% 60% 4,797 5,000 4,723 5,000 4,333 50% 4,047 50% 4,000 4,000 40%

40% 2,990 3,000 2,824

3,000 2,485 2,416 2,381 2,330 2,311 30%

30% 2,099 2,048 1,926 1,852 1,820 1,773 1,752

2,000 1,584 1,566 1,543

2,000 1,475

1,343 20%

20% 1,208

1,000 1,000 10%

10% 1,862 1,767 1,514 1,492 1,479 1,292 1,190 1,022 753 1,050 1,056 1,012 811 633 592 686 821 802 856 942 1,050 1,500 1,864 2,051 1,272 1,731 1,871 1,585 1,422 2,115 2,164 2,258 2,025 1,814 1,656 1,868 2,437 2,457 2,569 935 0 0% 0 0%

Public Bid Universe & Active Transit Bus Opportunities (EUs) US Federal Funding for Transportation

ISTEA TEA-21 SAFETEA-LU Bids submitted NFI forecasted Extension to SAFETA-LU MAP-21 ARRA EU buys in Operator RFPs by NFI and EUs awaiting selection next 5 years DRRA FAST Bus Deliveries (EU) 25,000 Issued. EUs for Proposals 25,000 8000 in development

20,000 20,000 6000

15,000 15,000 4000 10,000 10,000

2000 5,000 5,000 US US Federal Funding($ millions) - 0 0 12-Jan-17 12-Jan-16 12-Jan-15 12-Jan-14 12-Jan-13 12-Jan-12 12-Jan-11 12-Jan-10 12-Jan-09 Source: NFI/MCI Database & Management Estimates Ongoing Bids Submitted Bids Forecast 13

+ Public Customer Book-to-Bill and Backlog

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

Growing Total Backlog (Firm and Options)

10000 MCI Public backlog Options Backlog = 3,442 EUs 9000 added in Q4-15 8000 7000 6000 Deferred Order Option 5000 Option 4000 Firm Order Backlog = 6,745 EUs Deferred Order Firm 3000 Firm 2000 1000 0 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 Q4-10 Q1-11 Q2-11 Q3-11 Q4-11 Q1-12 Q2-12 Q3-12 Q4-12 Q1-13 Q2-13 Q3-13 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

Note: US Customer deferred Order was removed from backlog IN 2013 following 5 years of inaction. 14

+ Manufacturing, Fabrication and Service Footprint

MCI - Winnipeg, MB Parts Fabrication, MCI D Model Shell Assembly NFI - Winnipeg, MB Montreal, PQ Complete J Model manufacture Parts Fabrication and Bus Shell Assembly MCI Service Center New Product Development New Product Development Frank Fair Fiberglass Fabrication

AB Arnprior, ON Renton, WA SK MB QC NFI Service Center NFI Service Center ON

ND Jamestown, NY MN Part Fabrication/Assembly NY

` PA NJ Blackwood, NJ MCI Service Center

IN OH CA IL WV

KY , CA NFI Completion & Service Center

AL Los Alamitos, CA Winter Garden, FL MCI Service Center Pembina, ND TX FL MCI Service Center MCI D Shell Completion

Des Plaines, IL MCI Service Center St Cloud, MN NFI Bus Manufacture

Anniston, AL Dallas, TX Elkhart, IN Crookston, MN NFI Bus Manufacture NFI Bus Completion MCI Service Center TCB Part Fabrication 15

+ Industry’s most comprehensive Bus/Coach Parts

Aftermarket Parts Product Support Services

¢ Widest transit bus and motor coach product ¢ Publications: Wide range of customized parts, assortment and industry leading distribution network maintenance and operational documentation. New with shortest delivery times. Flyer & MCI publications are the industry standard.

¢ Training: Operator and maintenance training provided ¢ Added value through unique offerings (Kits, Mid-life in connection with new bus sales or aftermarket upgrade programs, Vendor Managed Inventory, support (On-the-job, Classroom, eLearning, etc.). In KanBan, etc). addition to on-site training, the Louisville Kentucky facility serves as the national coach training facility for

¢ New MCI website offering state of the art on-line MCI. sales and distribution features. 16

+ Parts Distribution Footprint

Edmonton, AB Winnipeg, MB Brampton, ON MCI Parts Distribution (3PL) NFI Parts Distribution NFI Parts Distribution

AB SK MB QC Montreal, PQ ON MCI Service Center

ND MN NY Blackwood, NJ MCI Service Center

` PA NJ East Brunswick, NJ IN OH CA IL WV MCI Parts Distribution

Fresno, CA KY NFI Parts Distribution Delaware, OH NABI Parts Distribution

Hebron, KY AL NFI Parts Distribution Los Alamitos, CA MCI Service Center TX FL Louisville, KY MCI Parts Distribution

Des Plaines, IL MCI Service Center

Dallas, TX Winter Garden, FL MCI Service Center MCI Service Center 17

NFI Group + Financial Performance

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

2500 2,274 350 289 300 2000 409

250 1,539 81 1,451 1500 322 200 1,199 319 151 215 150 1000 865 1,865 107 119 95 61 100 208 1,132 1,217 61 31 50 500 984 746 50 20 90 64 41 57 0 0 2012 2013 2014 2015 2016 2012 2013 2014 2015 2016

Bus Aftermarket Bus Aftermarket Quarterly Adjusted EBITDA ($M US) Return on Invested Capital

320 289 ROIC = Net operating profit after tax 300 Average invested capital for the period 280 257 260 16% 1200 229 14.3% 240 14% 220 1000 188 12.2% 200 12% 8.5% 180 151 800 141 8.6% Millions 160 131 10% 140 119 Millions 108 110 107 120 95 99 8% 6.2% 600 1,078 100 75 71 71 63 6% 80 61 59 61 400 60 80 77 707 712 68 4% 641 40 64 548 45 200 37 39 20 24 20 27 26 35 31 36 2% 0 16 16 14 14 15 18 2012 2013 2014 2015 2016 0% 0 2012 2013 2014 2015 2016 Adjusted EBITDA LTM Adjusted EBITDA Average Invested Capital forReturn the periodon Invested Capital 18

NFI Group + Operating Performance

Deliveries of new Bus and Coach Equivalent Units (EUs) Adjusted EBITDA per new EU delivered ($000 US)

3,511 $70 1,200 66.5 LTM Deliveries 3,207 3,500 1,100 3,055 59.2 $60 56.4 993 3,000 54.7 1,000 2,737 2,467 2,471 2,480 912 2,392 2,437 2,455 $50 900 2,348 2,500 45.3 2,191 2,255 829 43.0 777 800 1,943 $40 37.7 1,785 1,795 2,000 1,739 1,704 1,752 680 689 34.1 34.6 700 1,656 635 621 625 577 582 594 $30 26.3 27.5 554 572 1,500 25.6 24.9 25.8 600 23.1 21.6 23.9 490 489 20.2 20.2 500 442 441 1,000 $20 386 387 14.0 400 500 $10 300

200 0 $0

Aftermarket EBITDA Margin %

Aftermarket Adjusted EBITDA / Aftermarket Revenue

22%

20.5% 20.1% 20.2% 19.8% 20% 18.8% 18.6% 18.6% 18.6% 18.3% 18% 17.1% 16.3%

16.2% 16.0% 16% 15.4% 14.8% 14.7% 14.6%14.6% 14.2% 14.0% 14%

12% 19

NFI Group + Additional Growth, Combination & Margin Opportunities

¢ 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) 20

NFI Group + Cash Flow Performance

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

250.0 350 216.3 289.1 300 200.0 250 216.3 24.4 51.1

200 165.2 150.0 71.6 108.3 150 24.7 3.2 65.5 100 100.0 45.1 50 27.1 50.0 - 54.0 33.1 30.7 32.5 33.8 0.0

2012 2013 2014 2015 2016

Free Cash Flow Dividends Free Cash Flow and Net Earnings ($/share) Dividends (C$/share)

$1.00 $0.95 140% $4.00 3.64 $3.50 $0.90 120% $3.00 $0.70 100% $0.80 $2.50 $0.62 80% 1.95 $2.00 $0.70 $0.585 2.1 60% $1.50 1.18 $0.60 0.87 40% $1.00 0.61 0.97 $0.50 $0.50 0.81 20% 0.48 $0.00 0.21 $0.40 0% 2012 2013 2014 2015 2016 2012 2012 2013 2013 2013 2013 2014 2014 2014 2014 2015 2015 2015 2015 2016 2016 2016 2016 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4

Free Cash Flow per share (C$) Earnings per share (US$) Annual dividend rate (C$) Dividend Payout Ratio 21

NFI Group + Strong Balance Sheet with low Leverage Majority of Convertible Debentures issued in 2012 have now converted

Total Leverage does not include Convertible Debenture as debt.

Under NFI Senior Credit Agreement the Total Leverage Ratio must be maintained below 4X Adj EBITDA. The minimum ratio reduces to 3.75X effective January 2, 2017. Total Debt ($US M) Total Leverage Ratio $1,000 3.5 $900 3 $8M Convertible Debentures $800 issued in Jun-12 @ 6.25%. $700 2.5 Convert price $US10/share $600 2 $500 $343M Revolver Facility 1.5 used to manage working capital $400 fluctuations ($77M outstanding) $300 1 $482M Senior Secured Term $200 Loan 0.5 $100 $0 0 2010 2011 2012 2013 2014 2015 2016

IDS Debt Bachelor Bonds Senior Term Loan Revolver Convertible Debenture Total leverage ratio 22

NFI Group + Capital Allocation Policy

Invest in current Maintain balance sheet Return capital to business and growth flexibility shareholders

Growth balanced between Prudent use of Leverage Common Share Dividend organic and M&A growth

• Invest in LEAN manufacturing • Provide liquidity for fluctuating • Sustainable: Distributions to improve quality & cost working capital requirements have been paid consistently effectiveness since IPO in 2005 • Seek normal operations • Invest in vertical integration of between 2-2.5X leverage • Current annual dividend of critical supply CAD $0.95/share. Paid • Add leverage to fund accretive quarterly. • Four acquisitions completed acquisitions capable of from 2010 – 2015. Seek reducing leverage through additional M&A (Tuck in and earnings Growth).

Foundation of Capital Allocation Policy is built on a strong balance sheet and an operating model providing consistent and predictable cash flow 23 APPENDIX A

Bus Market Segment Summary (April 2016)

GLOBAL BUS MARKET ~420K/YR CANADA/US BUS MARKET ~56K/YR 24 APPENDIX B + FORWARD LOOKING STATEMENTS, FINANCIAL TERMS, DEFINITIONS AND CONDITIONS

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.