Enerflex : Exterran Transaction Update

Enerflex and Exterran to Combine, Creating a Premier Integrated Global Provider of Energy Infrastructure

TRANSACTION UPDATE - AUGUST 10, 2022

ALL FIGURES HEREIN PRESENTED IN US DOLLARS UNLESS OTHERWISE NOTED

Strategic Rationale

Creates a Premier Integrated Global Provider of Energy Infrastructure

• Geographic balance with ~25-35% of revenues from each of North America, the Middle East, and Latin America
• Accesses a larger, more diverse opportunity set for global energy infrastructure and energy transition solutions

Accelerates Growth of Recurring Revenues

• Approximately doubles adjusted EBITDA, with ~20% EPS* accretion and ~11% CFPS accretion for Enerflex shareholders(1)
• Accelerates Asset Ownership strategy, with > 70% of the combined entity's pro forma gross margin from recurring sources, strengthening its margin profile and reducing cyclicality

Significantly Improves Efficiencies

• Consolidation drives significant operational and SG&A synergies

• Revised target of at least US$60 million(2) of annual run-rate synergies within 12 - 18 months after closing

Enhanced Size and Scale

• Meaningfully enhanced scale with pro forma 2023e adjusted EBITDA of US$380 - $420 million, inclusive of synergies(3)
• Significant cash flow in 2023+ provides capital allocation flexibility; Enerflex will prioritize: balance sheet strength, sustainable shareholder returns, and disciplined growth

Long-term Stable Capital Structure

• Fully committed debt capital structure of US$700 million revolving credit facility and US$925 million High Yield Bridge/High Yield Notes supports full repayment of existing notes and revolving credit facilities(4)
• Targeting <2.5x bank-adjusted net debt to EBITDA within 12 - 18 months of closing(5)

Commitment to Sustainability

• Combined entity's business lines, including water and energy transition solutions, reinforce its commitment to sustainability

• • Products support a global transition toward a lower carbon future
• EPS accretion subject to final purchase price allocation upon closing.

1. Compared to "Approximately doubles adjusted EBITDA, with ~50% EPS accretion (subject to final purchase price allocation upon closing) and >50% CFPS accretion for Enerflex shareholders", as at January 24, 2022.
2. Compared to "Target of at least US$40 million of annual run-rate synergies within 12 - 18 months after closing", as at January 24, 2022.
3. Compared to "Meaningfully enhanced scale with pro forma 2023e EBITDA of US$360 - $400 million, inclusive of synergies", as at January 24, 2022.

(4)	Compared to "Fully committed debt capital structure of US$600 million revolving credit facility and US$925 million High Yield Bridge/Unsecured Notes supports full repayment of existing notes and revolving credit facilities" as at January 24, 2022.	2
(5)	Compared to "Targeting 2.5x-3.0xbank-adjusted net debt to EBITDA within 12 - 18 months of closing", as at January 24. 2022.

Accelerated Growth of Recurring Gross Margin

Balanced contribution across recurring segments and manufacturing enhances resiliency

US$500 - $600 million

US$540 - $600 million

Gross Margin %	Business Drivers

	~20-30%	~20-30%	Engineered Systems /
		Product Sales
		~15-20%
	~15-20%		After-market Services
~70%
from
recurring	~55-60%	~55-60%	Energy Infrastructure
sources	(BOOM, ECO & Contract
			Compression)

Prior

Current

2022e Pro Forma Adj. Gross

Margin(1)

(1) Adjusted Gross Margin is a non-IFRS measure defined as gross margin excluding the impact of depreciation and amortization.

Demand for new natural

10 - 20%gas, water, and energy transition infrastructure

20 - 25%

Installed base of equipment

Long-termtake-or-pay contracts with NOCs & IOCs

55 - 65%

Contract Compression driven by growth and maintenance of produced natural gas volumes

3

Synergies Accelerate Cash Flow Generation

At least US$60 million annual run-rate synergies from reductions in overhead and operational efficiencies compared to US$40 million upon Transaction announcement

Overhead

• Optimized structuring of management and corporate support teams

	At least			At least	$8.0
	$3.5		US$60 MM
Operating Efficiencies	US$40 MM
• Economies of scale in I.T., consulting,	$34.5 Annualized Synergies	$2.0	$50.0	Annualized Synergies	$2.0
and advertising	(at January 24, 2022)			(at June 30, 2022)

• Optimized travel, education, and training expenses

Other

• Reduced Board and Governance fees

• Economies of scale in Audit and Tax fees

Realized within 12 - 18 months of close

4

Capital Structure

Long-term, stable capital structure with ample liquidity

Capital Structure

• US$700 million 3-year secured Revolving Credit Facility
• • Favourable covenant structure (3)
• US$925 million High Yield Bridge
• • Committed US$925 million 5-year Bridge facility provides financing to backstop an anticipated issuance of new debt securities prior to close
  • Committed financing is sufficient to fully repay existing Enerflex and Exterran notes and revolving credit facilities and support putting in place a new capital structure, provide for capital expenditures and other ordinary course capital needs, and provide significant liquidity for the pro forma business

Ratings

• S&P and Fitch have assigned initial credit rating for pro forma Enerflex at BB- (stable)

US$ millions	06/30/2022
	Enerflex	Exterran	Combined (1)
Total Secured Debt	$21		$336	$357
Total Unsecured Debt	$250		$350	$600
Total Debt	$271		$686	$957
Cash	$114		$57	$171
Liquidity(2)	$636		$203
Net Debt	$157		$629	$786
Total Debt / LTM Adj. EBITDA	2.2x	4.2x	3.4x
Total Debt / LTM Adj. EBITDA (incl. synergies)				2.8x
Net Debt / LTM Adj. EBITDA	1.3x	3.9x	2.8x
Net Debt / LTM Adj. EBITDA (incl. synergies)				2.3x

(1)	Combined statement of financial position as at June 30, 2022 presents the financial positions of Enerflex and Exterran giving pro forma effect to the transaction as if these events occurred on
	June 30, 2022; Enerflex figures converted to USD figures at FX of 1.29x USD/CAD.
(2)	Liquidity calculation is net of $101MM of LCs outstanding for both businesses.	5
(3)	Bank-adjusted total net debt to EBITDA covenant of 4.5x to step down to 4.0x by the fourth quarter of 2023.