Mr. Colin Robertson reports

NFI GROUP AMENDS AGREEMENT WITH COLISEUM CAPITAL MANAGEMENT

NFI Group Inc.'s board of directors has approved an amendment to its existing invesent agreement entered into in May, 2023 with Coliseum Capital Management LLC, as manager of certain funds and accounts.

Under the terms of the amended agreement, Coliseum has the flexibility to increase its total ownership up to a maximum of 25 per cent of NFI's issued and outstanding common shares (up from 20 per cent previously). This flexibility under the amended agreement will end no later than Dec. 31, 2026, after which additional purchases by Coliseum above the 20-per-cent threshold will again require board approval. Coliseum currently owns or controls 23,742,937 shares, representing approximately 19.9 per cent of NFI's shares. Through this amended agreement NFI is not selling any new shares and will not receive any proceeds should Coliseum increase its invesent, as their purchases would occur through purchases from existing shareholders. While Coliseum has the flexibility to increase its total ownership it has not committed to purchasing any shares of NFI.

Under the amended agreement, Coliseum has agreed to vote any incremental shares purchased above its current holdings of 19.9 per cent in favour of any matter put forward or recommended by management and the board, and against any other matter.

"NFI's board and management deeply appreciate Coliseum's long-standing partnership and collaborative approach to driving shareholder value," said Colin Robertson, NFI's board chair. "Since first investing in the company nearly two decades ago, Coliseum has leaned in to support NFI's long-term success at numerous critical junctures. The amended agreement is a testament to Coliseum's continued confidence in our strategic direction as we leverage our unique market position to deliver scalable, customized mobility solutions to drive transportation in communities around the world."

"I've had the privilege of serving on NFI's board since 2012, witnessing firsthand the company's evolution into a market leader in technology, service and customized manufacturing," added Adam Gray, NFI board member and managing partner and co-founder of Coliseum, the company's largest shareholder. "As one of NFI's longest-tenured shareholders, we are pleased to deepen our commient to the company through the amended agreement, which reinforces our conviction in NFI's long-term vision and growth trajectory. We look forward to supporting newly appointed CEO John Sapp and the rest of NFI's skilled leadership team as they execute value-creating opportunities for shareholders."

The amended agreement can be found with NFI's public filings on SEDAR+.

About NFI Group Inc.

Leveraging 450 years of combined experience, NFI offers a wide range of propulsion agnostic bus and coach platforms, including market leading electric models. Through its low- and zero-emission buses and coaches, infrastructure and technology, NFI meets today's urban demands for scalable smart mobility solutions. Together, NFI is enabling more livable cities through connected, clean and sustainable transportation.

With over 9,000 team members in 10 countries, NFI is a leading global bus manufacturer of mass mobility solutions under the brands New Flyer (heavy-duty transit buses), MCI (motorcoaches), Alexander Dennis Ltd. (single- and double-deck buses), ARBOC (low-floor cutaway and medium-duty buses) and NFI Parts. NFI currently offers the widest range of sustainable drive systems available, including zero-emission electric (referring to propulsion systems that do not utilize internal combustion engines, such as trolley, battery and fuel cell), natural gas, electric hybrid and clean diesel. In total, NFI supports its installed base of over 100,000 buses and coaches around the world. NFI's common shares trade on the Toronto Stock Exchange (TSX) under the symbol NFI and its convertible unsecured debentures trade on the TSX under the symbol NFI.DB.

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