NEW FLYER INDUSTRIES INC. and NEW FLYER INDUSTRIES CANADA ULC CODE OF BUSINESS CONDUCT AND ETHICS

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1 NEW FLYER INDUSTRIES INC. and NEW FLYER INDUSTRIES CANADA ULC CODE OF BUSINESS CONDUCT AND ETHICS Revised by the Bard f Directrs n Nvember 7, 2011.

2 TABLE OF CONTENTS 1. SUMMARY OF CODE OF BUSINESS CONDUCT AND ETHICS EXPLANATION OF THE CODE BUSINESS ETHICS AND PRACTICES... 2 (a) Prtecting Issuer Assets and Resurces... 2 (b) Cnfidential Infrmatin... 3 (c) Securities Laws and Insider Trading... 4 (d) Plicy Regarding , the Internet, Telephnes and ther Frms f Cmmunicatin... 4 (e) Media, Public and Gvernmental Inquiries... 4 (f) Cnflicts f Interest... 5 (g) Gifts t Persns... 6 (h) Gifts frm Persns... 6 (i) Bard and Cmmittee Members fr ther Entities... 7 (j) Crprate Opprtunities... 7 (k) Accuracy f Bks and Recrds... 7 (l) Accunting, Auditing r Disclsure Cncerns WORK ENVIRONMENT... 9 (a) Discriminatin and Harassment Free Envirnment... 9 (b) Safe Wrking Cnditins LEGAL AND REGULATORY COMPLIANCE (a) Cmpliance with Laws, Rules and Regulatins FAIR DEALING COMPLIANCE WITH CODE (a) Reprting f any Illegal r Unethical Behaviur (b) Cmpliance Standards and Prcedures (c) Accuntability fr Adherence t the Cde (d) Waivers and Amendments (e) Helpful Cntact Infrmatin LEGAL NOTICE CODE OF BUSINESS CONDUCT AND ETHICS STATEMENT OF COMPLIANCE i -

3 CODE OF BUSINESS CONDUCT AND ETHICS T all directrs, fficers and emplyees f New Flyer Industries Inc., New Flyer Industries Canada ULC and their subsidiaries (cllectively, the Issuer ): It is the plicy f the Issuer that all f ur activities shuld be cnducted with the highest standards f fairness, hnesty and integrity and in cmpliance with all legal and regulatry requirements. In varying degrees, as a directr, fficer, emplyee r agent f the Issuer, yu represent the Issuer in yur dealings with thers, whether they be ther emplyees, suppliers, cmpetitrs, gvernments r the general public. The Issuer expects each f yu as directrs, fficers (including the Chief Executive Officer ( CEO ) and Chief Financial Officer ( CFO )), emplyees and agents f the Issuer t cnduct yur dealings n behalf f the Issuer in accrdance with this plicy. S that there can be n dubt as t what is expected f each f yu in this regard, the bard f directrs f the Issuer has endrsed this Cde f Business Cnduct and Ethics (the Cde ) which is t be fllwed by each directr, fficer, emplyee and agent f the Issuer. 1. SUMMARY OF CODE OF BUSINESS CONDUCT AND ETHICS The fllwing list summarizes yur bligatins under the Cde. Each f these items is described in greater detail belw. 1. Prtect the Issuer s assets, and use them prperly and with care fr the benefit f the Issuer, and nt fr persnal use. 2. Prtect the cnfidentiality f the Issuer s undisclsed infrmatin. 3. D nt trade in the Issuer s securities r any ther entity s securities if yu pssess material undisclsed infrmatin. 4. Use , the internet, telephne and ther frms f cmmunicatin prvided by the Issuer apprpriately, which means primarily fr business-related purpses. 5. D nt speak n behalf f the Issuer unless authrized t d s. 6. Avid situatins in which yur persnal interests cnflict r might cnflict r might appear t cnflict with the interests f the Issuer. 7. D nt ffer excessive r inapprpriate gifts r ther benefits t persns, including public fficials and plitical parties, that might influence r be perceived as influencing a business decisin. 8. D nt accept excessive r inapprpriate gifts r ther benefits frm persns ding r seeking t d business with the Issuer. 9. On r befre jining the bard f anther entity, cnsider whether yu have a cnflict f interest and advise and btain the cnsent f the Chairpersn f the Bard r the Chief Executive Officer. 10. D nt take persnal pprtunities discvered thrugh the use f prperty r infrmatin f the Issuer r thrugh yur rle with the Issuer.

4 Maintain cmplete and accurate bks and recrds f the Issuer. 12. Prvide accurate, fair and timely public disclsure. 13. Be cmmitted t the preventin f wrkplace discriminatin and harassment. 14. Be cmmitted t ensuring the health and safety f fellw emplyees, fficers and directrs. 15. Knw and cmply with all laws, rules and regulatins applicable t yur psitin. 16. Cmpete and deal fairly with the Issuer s suppliers, cmpetitrs and emplyees. 2. EXPLANATION OF THE CODE The Cde prescribes the minimum mral and ethical standards f cnduct required f all directrs, fficers and emplyees f the Issuer. Because any illegal r unethical actin, r the appearance f miscnduct r imprpriety by anyne acting n the Issuer s behalf is unacceptable, the Cde must als be fllwed by the Issuer s agents and representatives, including cnsultants and cntractrs. An explanatin f each f the rules is set frth belw. Yu shuld als refer t the Issuer s ther plicies, including its Disclsure and Insider Trading Plicy and Whistleblwer Plicy, which supplement and are in additin t this Cde. If yu are an emplyee r an fficer wh has questins regarding the applicatin f any rule r abut the best curse f actin in a particular situatin, yu shuld seek guidance frm the Cmpany s Executive Vice President, General Cunsel (the General Cunsel ). The General Cunsel, the Chief Executive Officer and directrs shuld seek guidance frm the Chairpersn f the Issuer s Human Resurces, Cmpensatin and Crprate Gvernance Cmmittee (the HR Cmmittee ) wh shall cnsult with, as apprpriate, utside legal cunsel and any expert advisrs as deemed necessary. Vilatins f the Cde can have severe cnsequences and will result in the apprpriate discipline being taken, up t and including discharge where warranted by the circumstances. 3. BUSINESS ETHICS AND PRACTICES (a) Prtecting Issuer Assets and Resurces Prtect the Issuer s assets, and use them prperly and with care fr the benefit f the Issuer, and nt fr persnal use. We all have a respnsibility t prtect and safeguard the Issuer s assets frm lss, theft, misuse and waste. All assets f the Issuer shuld be used fr legitimate business purpses nly. Issuer equipment shuld nt be used fr nn-issuer business, thugh incidental persnal use may be permitted. The Issuer s prperty shuld never be used fr persnal gain, and yu shuld nt allw the Issuer s prperty t be used fr illegal activities. The Issuer s prperty shuld nt be taken ut f the facilities unless necessary and authrized in cnnectin with wrk fr the Issuer. The Issuer s assets include all prprietary infrmatin, including intellectual prperty such as trade secrets, trademarks, and cpyrights, as well as business, marketing and service plans, designs, databases, recrds, salary infrmatin, pricing, rents, acquisitin

5 - 3 - and divestiture pprtunities, innvatins, research and develpment infrmatin, custmer and supplier infrmatin, any unpublished financial data and reprts, as well as any infrmatin that suppliers and custmers have entrusted t us. Misapprpriatin f Issuer assets and the taking f Issuer prperty withut permissin are bth breaches f yur duty t the Issuer and may be an act f fraud against the Issuer, which culd result in dismissal as well as civil r even criminal penalties. In additin, carelessness r waste f the Issuer s assets may als be a breach f yur duty t the Issuer and culd result in dismissal. All prprietary infrmatin is t be delivered t the Issuer prmptly after emplyment r appintment ceases, r at any time that the Issuer requests. Any suspected incident f fraud r theft shuld be immediately reprted fr investigatin. (b) Cnfidential Infrmatin Prtect the cnfidentiality f the Issuer s undisclsed infrmatin. Undisclsed infrmatin is infrmatin that is nt generally available t the investing public, either thrugh a press release, disclsure t securityhlders r widely reprted media cverage. The circulatin f rumurs, r talk n the street, even if accurate, is nt cnsidered general disclsure t the public. The mst cmmn example f material undisclsed infrmatin is infrmatin abut earnings r financial perfrmance that has nt yet been publicly disclsed. Infrmatin is cnsidered t be generally disclsed if it has been disclsed in an annual reprt, annual infrmatin frm, management infrmatin circular, press release r interim reprts. The Issuer s undisclsed infrmatin must nt be disclsed t anyne within r utside f the Issuer unless: the recipient is an fficer, emplyee r directr wh needs this infrmatin t carry ut his r her assigned respnsibilities as an fficer, emplyee r directr f the Issuer, an utsider wh has been prperly authrized by an fficer f the Issuer t receive such infrmatin, r disclsure is authrized by the Issuer r is required by law r ther regulatins. We als respect cnfidentiality f infrmatin regarding ther businesses. If yu learn f cnfidential infrmatin abut anther business in the curse f yur psitin, yu shuld prtect it the same way that yu wuld prtect cnfidential infrmatin abut the Issuer. Data prtectin and privacy laws that affect the cllectin, use and transfer f persnal infrmatin are rapidly changing areas f law, and yu shuld cnsult with the General Cunsel if yu have any questins regarding apprpriate uses f persnal infrmatin. Disclsure f cnfidential infrmatin can be harmful t the Issuer and culd be the basis fr legal actin against the Issuer and/r the emplyee, fficer r directr respnsible fr the disclsure. The bligatin t keep certain infrmatin cnfidential applies bth during appintment r emplyment with the Issuer, and after terminatin f appintment, r emplyment, including n retirement.

6 - 4 - Fr mre infrmatin yu shuld refer t the Issuer s Disclsure and Insider Trading Plicy. (c) Securities Laws and Insider Trading D nt trade in the Issuer s securities r any ther entity s securities if yu pssess material undisclsed infrmatin. If yu have material infrmatin abut a cmpany with which the Issuer des business that is nt knwn t the investing public, yu shuld nt buy r sell securities f that cmpany until after the infrmatin has becme public. Infrmatin abut an entity is material : (i) (ii) if publicly knwn, results in r wuld reasnably be expected t result in a significant change in the market price r value f any securities f that entity; r if there is a substantial likelihd that a reasnable securityhlder r investr wuld cnsider it imprtant in making a decisin t buy, sell r hld securities f that entity. Yu are als prhibited frm disclsing material undisclsed infrmatin abut the Issuer t ther peple, such as relatives r friends, wh may trade n the basis f the infrmatin. Securities laws als prhibit trades made n the basis f these tips. In additin, yu may nt, at any time, sell securities f the Issuer shrt r buy r sell call r put ptins in respect f securities f the Issuer. Yu have received a summary f and yu must regularly cnsult, the full text f the Issuer s Disclsure and Insider Trading Plicy. (d) Plicy Regarding , the Internet, Telephnes and ther Frms f Cmmunicatin Use , the internet, telephne and ther frms f cmmunicatin prvided by the Issuer apprpriately, which means primarily fr business-related purpses. We prvide ur emplyees with access t , the internet, telephnes and ther frms f cmmunicatin fr business purpses, and while we understand the need fr limited and ccasinal use f these tls fr persnal purpses, this use shuld nt be excessive r cause detriment t the Issuer. Internet use must be cnducted in a prfessinal manner. Fr example, accessing internet sites cntaining bscene r ffensive material, r sending s that are dergatry r harassing t anther persn r grup f peple r chain s, is prhibited. In additin, emplyees must be vigilant t ensure that the netwrk security is maintained. (e) Media, Public and Gvernmental Inquiries D nt speak n behalf f the Issuer unless yu are authrized t d s. As utlined in the Issuer s Disclsure and Insider Trading Plicy, nly the CEO and CFO are qualified as spkespersns t release infrmatin t the public. When members f the

7 - 5 - media, financial analysts r gvernment authrities cntact the Issuer t request infrmatin, the respnse can have far-reaching implicatins, including effects n the price f the Issuer s securities and its ability t cmpete. When we prvide infrmatin n the Issuer s peratinal strategies r financial results, we must ensure bth that the infrmatin is accurate and that it is an apprpriate time t g public with that infrmatin. In additin, we must cmply with the requirements f securities regulatrs and stck exchanges abut hw and when we disclse infrmatin, and understand that there are strict cnsequences fr ding s imprperly. If yu receive a request fr infrmatin frm utside the Issuer, yu must frward it t the CFO (r, if he r she is unavailable, the CEO) if yu are nt authrized t speak n behalf f the Issuer. (f) Cnflicts f Interest Avid situatins in which yur persnal interests cnflict, might cnflict r might appear t cnflict with the interests f the Issuer. As a directr, fficer, emplyee r an agent, we expect that yu will act hnestly, ethically, in gd faith and in the best interests f the Issuer and its securityhlders by aviding cnflicts f interest in yur persnal and prfessinal relatinships. The Issuer respects the right f directrs, fficers, emplyees and agents t manage their persnal affairs and investments and des nt wish t intrude upn their persnal lives. At the same time, directrs, fficers, emplyees and agents when acting in their capacities as directrs, fficers, emplyees and agents f the Issuer must act in the best interests f the Issuer and its securityhlders. A cnflict situatin can arise when a directr, fficer, emplyee r agent takes actins r has interests that may make it difficult t perfrm his r her Issuer wrk bjectively and effectively. A cnflict situatin als arises when an directr, fficer, emplyee r agent receives imprper persnal benefits as a result f the persn acting n behalf f r the persn s psitin with the Issuer. Aviding cnflicts f interest includes disclsure f any material transactin r relatinship that reasnably culd be expected t give rise t such a cnflict. Examples f material transactins r relatinships include: any wnership interest in any privately held supplier, custmer r cmpetitr, r a significant wnership interest in a supplier, custmer r cmpetitr that is a publicly traded firm; any wnership interest in special purpse entities r ther investment vehicles that may be established by the Issuer; any utside business activity that detracts frm an individual s ability t devte apprpriate time and attentin t his r her respnsibilities with the Issuer; any cnsulting r emplyment relatinship with any supplier, custmer r cmpetitr, r any service n a bard r cmmittee f such an entity;

8 - 6 - the receipt f any mney, nn-nminal gifts r excessive entertainment frm any entity with which the Issuer has current r prspective business dealings; selling anything t r buying anything frm the Issuer, except n terms and cnditins cmparable t thse upn which ther directrs, fficers, emplyees r agents are permitted t purchase r sell; and being in the psitin f supervising, reviewing, r having any influence n the jb evaluatin, pay r benefit f any family (r similar) member. Each directr, fficer, emplyee and agent r a member f his r her family (r similar) must disclse withut delay any persnal interest in transactins r prpsed transactins f the Issuer and any ther cnflict f interest, including the underlying facts, arising in cnnectin with their activities fr the Issuer t the General Cunsel (r, if unavailable, the CEO). The General Cunsel and CEO shall make such disclsure directly t the HR Cmmittee. Directrs and fficers shuld als make reference t the Issuer s cnstating dcuments fr additinal infrmatin n cnflicts f interest and hw they shuld be dealt with. The HR Cmmittee will review all prpsed situatins invlving a ptential cnflict f interest that are nt specifically required by the Issuer s cnstating dcuments t be dealt with by anther Cmmittee f the Issuer r by the Bard. (g) Gifts t Persns D nt ffer excessive r inapprpriate gifts r ther benefits t persns, including public fficials and plitical parties, that might influence r be perceived as influencing a business decisin. Sme business situatins call fr giving gifts. Emplyees whse duties permit them t d s may ffer mdest gifts, entertainment r ther benefits. The benefits must be given in accrdance with generally accepted ethical business practices. Issuer emplyees may never pay bribes r give gifts f cash r cash equivalents. Issuer emplyees may nt prvide any gift if it is prhibited by law r the plicy f the recipient s rganizatin. If yu have questins regarding the applicatin f this rule r abut the best curse f actin in a particular situatin, yu shuld seek guidance frm the General Cunsel. (h) Gifts frm Persns D nt accept excessive r inapprpriate gifts r ther benefits frm persns ding r seeking t d business with the Issuer. As a directr, fficer, emplyee r agent, yu cannt slicit, encurage r receive bribes r any ther payment, cntributin, gift r favur that culd influence yur r anther s decisin. It is acceptable t accept mdest gifts, entertainment r ther benefits frm persns ding r seeking t d business with the Issuer, prvided the benefits are given in accrdance with generally accepted ethical business practices. Fr example, a pair f tickets t a hckey game may be accepted frm a supplier, while entertainment that is

9 - 7 - lavish r frequent may appear t influence ne s independent judgment n behalf f the Issuer. If yu have questins regarding the applicatin f this rule r abut the best curse f actin in a particular situatin, yu shuld seek guidance frm the General Cunsel. (i) Bard and Cmmittee Members fr ther Entities On r befre jining the bard f anther entity, cnsider whether yu have a cnflict f interest and advise the Chairpersn f the Bard r the Chief Executive Officer. Serving as a trustee, directr r a similar psitin fr a gvernment agency r an utside entity, even ne in which the Issuer has an interest, may create a cnflict f interest. Being a trustee r directr r serving n a standing cmmittee f sme rganizatins, including gvernment r nn-gvernmental agencies, charities and nn-prfit rganizatins, may als create a cnflict. On r befre accepting an appintment t the bard r a cmmittee f any entity, yu shuld cnsider whether it creates a cnflict f interest with reference t the factrs cnsidered abve under the heading Cnflicts f Interest, including whether the appintment wuld detract frm yur ability t devte apprpriate time and attentin t yur respnsibilities with the Issuer. In additin, emplyees shuld advise the CEO befre accepting an appintment. (j) Crprate Opprtunities D nt take persnal pprtunities that are discvered thrugh the use f prperty r infrmatin f the Issuer r thrugh yur rle with the Issuer. As a directr, fficer, emplyee r agent, yu are prhibited frm taking fr yurself business pprtunities that are discvered r develped thrugh the use f crprate prperty, infrmatin r psitin. N directr, fficer, emplyee r agent may use crprate prperty, infrmatin, r psitin fr imprper persnal gain. Yu we a duty t the Issuer t advance its legitimate interests when the pprtunity arises. Smetimes the line between persnal and Issuer benefits is difficult t draw and bth persnal and Issuer benefits may be derived frm certain activities. Given these ambiguities, each emplyee shuld ensure that a request t use any Issuer prperty r infrmatin that is nt slely fr the benefit f the Issuer be submitted in advance t the General Cunsel fr review, and if apprpriate, the General Cunsel will btain apprval frm an individual having the apprpriate authrity t apprve such use. Officers and directrs shall seek prir apprval f the HR Cmmittee. (k) Accuracy f Bks and Recrds Maintain cmplete and accurate bks and recrds f the Issuer. Our infrmatin and recrds are valuable crprate assets and must be managed with care. Additinally, we must cmply with legal and regulatry requirements that relate t dcument and recrd retentin and dispsitin. All f the Issuer s bks, recrds, accunts and financial statements must be maintained in reasnable detail, must apprpriately reflect the Issuer s transactins and must cnfrm

10 - 8 - bth t applicable legal and accunting requirements and t the Issuer s system f internal cntrls. Unrecrded r ff the bks funds r assets shuld nt be maintained under any circumstances. Business recrds and cmmunicatins ften becme public, and emplyees shuld avid exaggeratin, dergatry remarks, guesswrk, r inapprpriate characterizatins f peple and cmpanies that can be misunderstd. This applies equally t , internal mems, and frmal reprts. All business transactins must be prperly authrized. All transactins must be supprted by accurate dcumentatin in reasnable detail and recrded prperly. The recrded value fr assets must be cmpared t the existing assets at reasnable intervals and apprpriate actin taken with respect t any differences. N infrmatin may be cncealed frm the auditrs, the internal audit functin, as applicable, the Audit Cmmittee r the Bard. In additin, it is unlawful t fraudulently influence, cerce, manipulate r mislead any independent public r certified accuntant wh is auditing the Issuer s financial statements. (l) Accunting, Auditing r Disclsure Cncerns Prvide accurate, fair and timely public disclsure. We are required t prvide full, fair, accurate, timely and understandable disclsure in reprts and dcuments that we file with, r submit t, the Ontari Securities Cmmissin and ther Canadian securities regulatrs and the Trnt Stck Exchange, as well as in ther public cmmunicatins made by the Issuer. All emplyees wh are respnsible fr the preparatin f the Issuer s public disclsures, r wh prvide infrmatin as part f the prcess, have a respnsibility t ensure that disclsures and infrmatin are made hnestly, accurately and in cmpliance with the Issuer s disclsure cntrls and prcedures. We all have a respnsibility t submit gd faith questins and cncerns regarding accunting, auditing r disclsure matters. Cmplaints and cncerns related t such matters include, amng thers, actins invlving: (i) (ii) (iii) (iv) fraud r deliberate errrs in the preparatin, maintenance, evaluatin, review r audit f any financial statement r financial recrd; deficiencies in, r nncmpliance with, internal accunting cntrls; misrepresentatin r false statements t r by a senir fficer r accuntant regarding a matter cntained in the financial recrds, financial reprts r audit reprts; r deviatins frm full and fair reprting f the Issuer s financial cnditin. Fr mre infrmatin yu shuld refer t the Issuer s Disclsure and Insider Trading Plicy and Whistleblwer Plicy.

11 WORK ENVIRONMENT (a) Discriminatin and Harassment Free Envirnment Be cmmitted t the preventin f wrkplace discriminatin and harassment. The Issuer has zer tlerance fr wrkplace discriminatin and harassment. All directrs, fficers and emplyees must ensure that the Issuer is a safe and respectful envirnment, free f discriminatin and harassment where high value is placed n equity, fairness and dignity. Harassment n the basis f race, gender, sexual rientatin, clr, natinal r ethnic rigin, religin, marital status, family status, citizenship status, veteran status, age r disability is prhibited. Harassment generally means ffensive verbal r physical cnduct that singles ut a persn t the detriment r bjectin f that persn. Harassment cvers a wide range f cnduct, frm direct requests f a sexual nature t insults, ffensive jkes r slurs, which results in an inhspitable wrk envirnment. Harassment may ccur in a variety f ways and may, in sme circumstances, be unintentinal. Regardless f intent, such cnduct is nt acceptable and may als cnstitute a vilatin f human rights legislatin. N ne may harass anther emplyee, agent, custmer, vendr, supplier, visitr r any ther persn n the Issuer s premises r while ding its business regardless f lcatin. In the event that yu believe that there has been an incident f wrkplace discriminatin r harassment yu shuld advise the Vice President, Human Resurces r the Chairpersn f the Issuer s Audit Cmmittee wh will investigate the claim and take apprpriate actin. (b) Safe Wrking Cnditins Be cmmitted t ensuring the health and safety f fellw emplyees, fficers and directrs. We all have the right t wrk in an envirnment that is safe and healthy. In this regard, we must: (i) (ii) (iii) (iv) cmply strictly with the letter and spirit f applicable ccupatinal, health and safety laws and the public plicies they represent; fllw wrk instructins r prcedures n health and safety laws; nt engage in illegal r dangerus behaviurs; and nt pssess r use weapns r firearms r any type f cmbustible materials in the Issuer s facilities r at Issuer-spnsred functins unless yu are authrized by the Issuer r the law t d s. The Issuer has zer tlerance fr acts f vilence, threats f vilence and acts f intimidatin r hstility twards anther persn r grup f persns. Prmptly reprt t yur supervisr any accident, injury r unsafe equipment, practices r cnditins, vilent behaviur r weapns pssessin.

12 In the event that yu believe that there has been an incident f unsafe wrking cnditins yu shuld advise the Vice President, Human Resurces r the Chairpersn f the Issuer s Audit Cmmittee wh will investigate the claim and take apprpriate actin. 5. LEGAL AND REGULATORY COMPLIANCE (a) Cmpliance with Laws, Rules and Regulatins 6. FAIR DEALING Knw and cmply with all laws, rules and regulatins applicable t yur psitin. Many f the Issuer s activities are subject t cmplex and changing laws, rules and regulatins. Obeying the law, bth in letter and in spirit, is ne f the fundatins n which the Issuer s ethical plicies are built. Ignrance f the law is nt, in general, a defence t an actin fr cntraventin. We expect directrs, fficers, emplyees and agents t make every reasnable effrt t becme familiar with laws, rules and regulatins affecting their activities and t exert due diligence in cmplying with these laws, rules and regulatins and t ensure that thse individuals reprting t them are als aware f these laws, rules and regulatins. Our bjective is t restrict wilful r negligent vilatins f these laws, rules and regulatins. We will make infrmatin cncerning applicable laws, rules and regulatins available t directrs, fficers, emplyees and agents. If yu have any dubts as t the applicability f any law, yu shuld refer the matter t the General Cunsel. Directrs and fficers shuld seek guidance frm legal cunsel t the Issuer. If a law cnflicts with a plicy in this Cde, yu must cmply with the law; hwever, if a lcal custm r plicy cnflicts with this Cde, yu must cmply with this Cde. Cmpliance with the law des nt cmprise ur entire ethical respnsibility; rather, it is a minimum, abslutely essential cnditin fr perfrmance f ur duties. Perceived pressure frm managers/supervisrs r demands due t business cnditins are nt excuses fr vilating the law. Any questins r cncerns abut the legality f an actin r a cnflict between the law and the Cde shuld be addressed t the General Cunsel. The Issuer s plicy is t meet r exceed all applicable gvernmental requirements regarding its activities. As an emplyee, yu must be aware f the applicable gvernmental requirements and reprt any vilatins theref in accrdance with the Issuer s Whistleblwer Plicy. Similarly, n directr, fficer, emplyee, r agent may enter int any arrangement cntrary t applicable requirements r laws. Cmpete and deal fairly with the Issuer s custmers, suppliers, cmpetitrs and emplyees. We seek t utperfrm ur cmpetitrs fairly and hnestly. We seek cmpetitive advantages thrugh superir perfrmance, never thrugh unethical r illegal business practices. Stealing prprietary infrmatin, pssessing trade secret infrmatin that was btained withut the wner s cnsent, r inducing such disclsures by past r present emplyees f ther cmpanies, is prhibited. Our emplyees and fficers shuld endeavur t respect the rights f and deal fairly with the Issuer s custmers, suppliers, cmpetitrs and emplyees. N directr, fficer, emplyee r agent shuld take unfair advantage f anyne thrugh manipulatin, cncealment, abuse f privileged infrmatin, misrepresentatin f material facts, r any ther unfair-dealing practice.

13 COMPLIANCE WITH CODE (a) Reprting f any Illegal r Unethical Behaviur The Issuer practively prmtes ethical behaviur and encurages each directr, fficer, emplyee and agent t talk t the General Cunsel when in dubt abut the best curse f actin in a particular situatin. Yu must alert the Chairpersn f the Issuer s Audit Cmmittee, whenever an illegal, dishnest r unethical act f anther directr, fficer, emplyee r agent is discvered r suspected. Yu must reprt vilatins f laws, rules, regulatins r the Cde t the Chairpersn f the Issuer s Audit Cmmittee. Inapprpriate delay in reprting a suspected r discvered vilatin is itself a vilatin f this Cde. In rder t facilitate the reprting f cmplaints, the Issuer s Audit Cmmittee has established a Whistleblwer Plicy with prcedures fr the receipt, retentin and treatment f cmplaints regarding actual r apparent vilatins f this Cde and/r the Issuer s Disclsure and Insider Trading Plicy and regarding accunting, internal accunting cntrls, r auditing matters and the cnfidential, annymus submissin by emplyees f cncerns regarding the freging matters. The Issuer ensures that it will nt allw retaliatin fr reprts r cmplaints regarding suspected vilatins made in gd faith. Open cmmunicatin f issues and cncerns withut fear f retributin r retaliatin is vital t the successful implementatin f this Cde and the Whistleblwer Plicy. The Issuer will take such disciplinary r preventative actin as it deems apprpriate t address any vilatins f this Cde that are brught t its attentin. (b) Cmpliance Standards and Prcedures The Issuer s Bard is respnsible fr mnitring cmpliance with the Cde. Any waivers frm the Cde that are granted fr the benefit f an fficer r directr may nly be granted by the HR Cmmittee. Emplyees and fficers wh vilate the Cde will be subject t disciplinary actin, including ptential terminatin f emplyment, depending upn the particular circumstances invlved. Agents f the Issuer wh vilate the Cde may have their relatinship with the Issuer terminated. Infrmatin regarding pssible infringement f the Cde by directrs will be referred t the Chairpersn f the Bard fr handling as apprpriate t the circumstances. The Issuer will nt excuse any vilatin f this Cde by a directr, fficer, emplyee r agent even if the vilatin was specifically requested r directed by anther directr, fficer r emplyee. The HR Cmmittee must peridically, in light f the experience f the Issuer, review this Cde. As it deems necessary, the HR Cmmittee shall make recmmendatins t the Bard t ensure that (i) this Cde cnfrms t applicable law, (ii) this Cde meets r exceeds industry standards, and (iii) any weakness in this Cde r any ther plicy f the Issuer revealed thrugh mnitring, auditing, and reprting systems is eliminated r crrected.

14 (c) Accuntability fr Adherence t the Cde Each directr, fficer, emplyee and agent f the Issuer will be prvided with a cpy f the Cde. Each directr and fficer will be required t sign an acknwledgement in the frm attached t this Cde as Schedule A. (d) Waivers and Amendments A waiver is a material departure frm a prvisin f the Cde. An implicit waiver means failure t take actin within a reasnable perid f time regarding a material departure frm a prvisin f the Cde that has been made knwn t an executive fficer f the Issuer. The HR Cmmittee may grant a specific, limited waiver f any prvisin f this Cde t directrs and fficers if the HR Cmmittee determines, based n infrmatin that the HR Cmmittee deems credible and persuasive, that such a limited waiver is apprpriate under the specific circumstances. Each fact situatin will be a separate case. Emplyees and agents may seek waivers frm the CEO. Each directr, fficer, emplyee and agent shuld nte that it is nt the Issuer s intentin t grant r t permit waivers frm the requirements f this Cde. Cnduct f a directr r fficer f the Issuer that materially departs frm the Cde and is cnsidered by the Issuer t be a material change, will be prmptly disclsed in a news release that must be issued, tgether with the filing f a material change reprt, with securities regulatry authrities. (e) Helpful Cntact Infrmatin Chief Executive Officer New Flyer Industries Inc. 711 Kernaghan Avenue Winnipeg, Manitba R2C 3T4 Chief Financial Officer New Flyer Industries Inc. 711 Kernaghan Avenue Winnipeg, Manitba R2C 3T4 Human Resurces Cmmittee Chairpersn c/ New Flyer Industries Inc. 711 Kernaghan Avenue Winnipeg, Manitba R2C 3T4 General Cunsel New Flyer Industries Inc. 711 Kernaghan Avenue Winnipeg, Manitba R2C 3T4 Vice President, Human Resurces New Flyer Industries Inc. 711 Kernaghan Avenue Winnipeg, Manitba R2C 3T4 Audit Cmmittee Chairpersn c/ Delitte LLP Suite Main Street Winnipeg, Manitba R3C 3Z3 Attn: New Flyer Audit Partner

15 LEGAL NOTICE This Cde serves as a reference t yu. The Issuer is cmmitted t cntinuusly reviewing and updating its plicies and prcedures. The Issuer reserves the right t mdify, suspend r revke this Cde and any and all plicies, prcedures, and prgrams in whle r in part, at any time. The Issuer als reserves the right t interpret and amend this Cde and these plicies in its sle discretin as it deems apprpriate. Any amendment f any prvisin f this Cde must be apprved in writing by the Bard and disclsed prmptly n the Issuer s website and, if required pursuant t applicable securities laws and regulatins, in a filing with the securities regulatry authrities n later than the time prvided pursuant t such laws, r within 30 days after the final frm f amendment has been apprved by the Bard, whichever is earlier, tgether with details abut the nature f the amendment. The versin f the Cde that appears n the Issuer s website may be mre current and up-t-date and supersedes any paper cpies shuld there be any discrepancy between paper cpies and what is psted nline. Neither this Cde, these plicies nr any statements made by any directr, fficer r emplyee f the Issuer, whether ral r written, cnfer any rights, privileges r benefits n any directr, fficer, emplyee r agent, create an entitlement t cntinued emplyment at r relatinship with the Issuer, establish cnditins f emplyment, r create an express r implied emplyment cntract f any kind between emplyees and the Issuer. In additin, all fficers and emplyees shuld understand that this Cde des nt mdify their emplyment relatinship, whether at will r gverned by a written cntract. NEW FLYER INDUSTRIES INC. NEW FLYER INDUSTRIES CANADA ULC

16 Schedule A NEW FLYER INDUSTRIES INC. and NEW FLYER INDUSTRIES CANADA ULC AND SUBSIDIARY ENTITIES (cllectively, the Issuer ) 9. CODE OF BUSINESS CONDUCT AND ETHICS STATEMENT OF COMPLIANCE I have reviewed and am familiar with the Issuer s Cde f Business Cnduct and Ethics (the Cde ) fr directrs, fficers and emplyees. I hereby agree t cmply with the Cde, including its prvisins fr nn-disclsure f infrmatin bth during and after appintment r emplyment. T the best f my knwledge, I am nt invlved in any situatin that cnflicts r might appear t cnflict with the Cde, except as disclsed in the Issuer s mst recently filed prspectus, annual infrmatin frm r ther publicly filed cntinuus disclsure dcument. I als agree t ntify the Chairpersn f the Human Resurces, Cmpensatin and Crprate Gvernance Cmmittee immediately f any change that might adversely affect my cmpliance with the Cde. Name: (Please print) Subsidiary: Psitin Title: Date: (mm/dd/yy) (signature) Nte: All directrs and fficers f the Issuer must cmplete this Statement f Cmpliance. Please detach, cmplete and sign this frm, and frward it t the Issuer s General Cunsel within 30 days f receiving a cpy f the Cde.

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