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Keystone Infra Ltd.

Investor Presentation Jun 8, 2025

6880_rns_2025-06-08_d620c856-90b1-4f03-8fcd-81a9af2e942a.pdf

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Keystone Infra Ltd.

Q1 2025 Financial Report

Legal Disclaimer

This presentation is an English translation of the Hebrew version of Keystone Infra Ltd.'s presentation for the First Quarter of 2025 that was published on May 27, 2025 (the "Hebrew Version"). The Hebrew Version is the binding version and the only version having legal effect. The English translation has been created for the purpose of convenience only and has no binding force. In the event of any discrepancy between the Hebrew Version and this translation, the Hebrew Version shall prevail.

This presentation and the information contained herein do not constitute advice, recommendation, opinion, offer, or invitation to invest in or purchase securities of Keystone Infra Ltd. (the "Company") and does not constitute a "public offering" or "public sale" of any kind. Furthermore, this presentation does not serve as a substitute for investment advice or investment marketing that takes into account the specific data and needs of any individual or investor, and the content herein does not substitute for the discretion of a potential investor.

This presentation has been prepared for the purpose of providing general information, and the information contained herein is presented in summary form only. The presentation is not exhaustive nor does it purport to encompass all data regarding the Company and its operations. To obtain a complete picture of the Company's activities, including the risks involved in its operations, reference should be made to the Company's prospectus, periodic reports, and ongoing reports filed with the Israel Securities Authority and the Tel Aviv Stock Exchange Ltd., including, without limitation, the Company's annual report for 2024 and quarterly report for Q1 2025. It should be emphasized that historical data does not necessarily indicate the Company's future results.

The information presented in this presentation is based on information included by the Company in its prospectus, 2024 annual report, and immediate and ongoing reports. However, the presentation may include additional non-material data or data presented differently in characterization, preparation, or breakdown compared to data appearing in publicly disclosed information. In any case of contradiction between the Company's publicly disclosed reports and immediate reports and the data in this presentation, the publicly disclosed data shall prevail. It should be noted that some of the data in this presentation is unaudited or unreviewed.

For the avoidance of doubt, it is clarified that the Company does not undertake to update or amend this presentation or to update or amend the data, forecasts, or estimates included herein.

This presentation includes, among others, forecasts, targets, estimates, assessments, and other information relating to future events or matters whose realization is uncertain and beyond the Company's control. The presentation, including information contained in slides 3-4, 6-7, 9, 11, 17, 19, 25, includes, inter alia, forward-looking information as defined in the Securities Law, 5728-1968 ("Securities Law"), based on the Company's subjective assessment founded on facts and data regarding the current state of the Company's business and portfolio companies, and on macroeconomic facts and data, all as known to the Company at the date of preparation of this presentation. Additionally, part of the information is based on economic models or valuations prepared by external consultants or internal models prepared by the Company and/or portfolio companies, including, inter alia, assumptions regarding expected electricity tariffs, changes in the Consumer Price Index, exchange rates (USD/EUR), interest rates, gas prices, public transportation ridership volumes, tender wins, market shares, efficiency and business development plans, debt cycles, distribution execution, and the like.

Furthermore, regarding cash inflows projections - it is possible that part of the expected cash inflows from some investments will remain for financing growth and business development, and different timing for cash inflows distributions from portfolio companies is possible. Additionally, distributions in portfolio companies are subject, inter alia, to distribution tests and board of directors' decisions in each company. It should be clarified that the forecast does not include investments that may be required, if required, in the Company's investments. In light of the above, the Company cannot assess or guarantee that the expected cash inflows from the Company's investments will be as described in the forecast, and therefore the forecast does not constitute any commitment by the Company to meet it or any representation by the Company.

The realization or non-realization of the aforementioned forward-looking information will be influenced, inter alia, by factors that cannot be assessed in advance and are not within the Company's control. Therefore, there is no certainty that they will materialize, and they may materialize differently, even materially differently, from the manner presented in this presentation.

Additionally, the Company's intention regarding dividend distributions is based on facts and data as known to the Company as of this date and on current expectations and assessments of the Company regarding future developments of the Company's investments and operations. The realization of the Company's assessments as stated is uncertain, as they are subject to external influences that cannot be assessed in advance, including, in the case of impairment of any of the Company's investments in a manner that would significantly reduce distributable surpluses, in the case where the Company's investments generate cash at a lower scale than the Company's assessments, and the like.

Additionally, the presentation may include, among others, data and assessments based on public external sources that have not been independently verified by the Company, and therefore the Company is not responsible for their accuracy, although it believes in their reasonableness.

All binding amounts are in Israeli Shekels (₪). Dollar (\$) amounts shown are translations based on an exchange rate of NIS3 .7 as of 31.3.2025 and have been rounded for convenience purposes only. The official amounts in Shekels shall prevail in case of any discrepancy Photos Credit : Miki Even Tzur

Keystone by the Numbers1

Approx . \$ 1 billion Total Assets

Approx.\$80million Avg. Annual Cash Inflows Forecast from cash-generating assets until 20322

Approx. 36% LTV A/A+ Rating; Company/Bonds Approx.\$70 million Entrepreneurs' Investment

  1. Investment Assets amount is based on financial statements as of 31.3.2025.

  2. Forward-looking information; see slide 2.

  3. Cash yield on weighted invested assets over the last 12 months – cash flow income divided by weighted invested assets over the period according to financial statements.

Double-Digit Growth in Equity and Dividends

  1. This slide contains forward-looking information. See slide 2.

    1. Cumulative dividend includes distribution of approximately \$5.4 million on April 21, 2025
    1. Pre-tax weighted return on equity calculated as pre-tax profit divided by weighted equity (equity net of deferred taxes, weighted over the period based on the financial report as of March 31, 2025).
    1. The annual yield was calculated based on distributions made in January 2025 (approximately \$5.3 million) and April 2025 (approximately \$5.4 million) and assuming that distributions in July and October 2025 will be in similar amounts to previous distributions, relative to the average share price in the first quarter of 2025.

Business Segments

Management of Specialized Infrastructure Platforms in Core Demand Areas

Asset Value Distribution by Platform Transportation 44.8 % Egged 13.0 % Egged Real-Estate1 6.0 % Eranovum 2.5 % Drive Group 66.3% Energy 12.6% IPM 10.1% Ramat Hovav 3.6% Hagit Sorek2 26.3% Water VID - Water desalination facility 3.6% Renewables Sunflower 3.3% Communication Cinturion 0.5%

  1. Estimated portion of real estate value owned by Egged, according to the value of real estate owned by Egged (gross) relative to Egged's total value.

  2. Keystone will provide loans to finance 40% of the equity capital and guarantees required in connection with winning the tender for Construction of station. After the station begins operations, the Company will be entitled to convert part of the loans into rights in the group, at a rate of 40% of the equity rights and 49% of the voting rights, subject to obtaining the required approvals, including regulatory approvals.

Continued Strategy:

Growth, Enhancement & Global Expansion

K Power

IPM refinancing Enabling increased sales to private customers via bilateral agreements and freeing up debt fund reserves

Government authorization of Hagit East and Atarot to prepare construction plans for two natural gas power plants

Signing a concession agreement for the development and operation of Sorek Power plant with approx. 900MW¹

K Move

Light rail winning the tender for operating the Green and Purple lines of the light rail in Gush Dan and signing the concession agreement²

Public Transportation in Israel winning the Golan Heights tender and commencing Phase B operations in Derech Egged Public Transportation in Europe winning the Zeeland tender in the Netherlands

Participation in BOT tenders: Highway 6 northern extension, express lanes on Highway 5, and congestion pricing

Egged and Keystone signed MOU for Egged's acquisition of all of Drive shares

K Comm

Submitted a proposal for the acquisition and debt restructuring of SpaceCom

Advanced business development initiatives in the Data Centers sector

K Green

Completed acquisition of solar systems in Poland

90% of assets Provide Predictable Cash Inflows1 Approx. \$80 millions 27%

Avg. Annual Cash Inflows Forecast 2

Weighted IRR4

7

Total ROI3

Expected Annual Cash Inflows from Income-Generating Assets2

  1. The data in this slide does not include Sunflower, ERANOVUM, and Centurion, which are non-income generating assets, unless otherwise stated.

  2. The forecast described in this chart regarding expected cash inflows from the Company's investments and expected returns (the "Forecast") constitutes forward-looking information as detailed in slide 2.

  3. ROI calculation based on total proceeds from acquisition date relative to total acquisition cost, as of March 31, 2025; total return – total proceeds plus fair value relative to total acquisition cost as of March 31, 2025 (for income-generating assets).

  4. Total Return calculation based on investment cost, actual cash inflows received through March 31, 2025, and projected future cash inflows.

Disciplined Financial Management

Maintaining a Stable Capital Structure as a Foundation for Continuous Value Creation

Debt
(in \$ millions)
31.3.2025 31.12.2024
Series A Bonds
Fixed weighted interest rate of approximately 1.3%,
CPI-linked, Duration 3.75 years
175 174
Series B Bonds
Fixed weighted interest rate of approximately 6.1%
(non-linked), Duration 5.0 years
121 80
Commercial Securities 51 51
Utilized Credit Facilities 51 -

Key Financial Results

Highlights :

19 % Growth in Total Revenue, YoY

\$7.6million Dividend Income from Drive Group and VID 2025: \$34M expected cash inflows

27 % Growth in Operating Profit, YoY

Income Statement Highlights Q1 2025 Q1 2024
(in \$ thousands)
Cash inflows
1
7,608 23,932
Changes in Fair Value 15,276 (4,664
)
Total Revenue 22,884 19,268
2
Management and operating expenses
(3,263
)
(3,774
)
Operating Profit 19,621 15,494
Financing Expenses, Net (2,878
)
(2,374
)
Profit Before Tax 16,744 13,120
Deferred Taxes 3,406 268
Net Profit 13,337 12,853
EPS (\$) 0.08 0.08
3
NAV per share Before Tax
(\$)
3.43 3.26
Balance Sheet & CF Highlights 31.3.2025 31.3.2024
(in \$ millions)
Investment Value 1,006 815
Equity 589 558
Net Financial Debt 367 200

Operating Cash Flows 3 19

  1. Income from dividends, interest and proceeds from loans and other income.

  2. The data includes expenses for transaction costs, other operating expenses, and management fees. In 2024, the figure also includes share -based payments.

  3. Net equity excluding deferred taxes divided by number of shares. The after -tax NAV per share as of March 31, 2025 and March 31, 2024 is at approximately \$ 3.14 and \$ 2.98, respectively.

Transportation Egged I Eranovum I Drive Group

Value and returns of yielding assets1

(in \$ millions and % respectively)

  1. All data presented are approximate values, rounded up or down. This slide contains forward-looking information; see slide 2 above.

  2. Return calculation based on investment cost, actual cash flows received to date, and projected future cash flows. Forward-looking information; see slide 2 above.

Keystone Egged Partnership

Post Option ExercisePartnership Structure Keystone Holdings: 63% - Through indirect ownership

Total Egged distributions to shareholders of which approx.\$169 million dividend to the partnership¹ \$270 millions Outstanding partnership bank debt (March 31, 2025) \$394 millions Approx.

Approx.

  1. Including a distribution of \$34 million declared on May 19, 2025; distributions were primarily used for debt repayment.

Egged Group

Global Transportation Group

5 Synergetic and Growing Business Segments

55% Public transportation in Israel 23% Egged Properties (Real Estate) 12% Public transportation in Europe 9% Egged Travel & Tour in Israel 1% Light rail in Israel

  1. All presented data are approximate values, rounded up or down. Data according to external valuation as of December 31, 2024, attached to the company's financial statements.

  2. Including a distribution of \$34 million declared on May 19, 2025; distributions were primarily used for debt repayment.

Egged Group: First Quarter Results

Consistent growth in revenues and profitability

  1. Derech Egged is a fully-owned subsidiary (Through indirect ownership) of Egged, operating the Jerusalem periphery cluster.

  2. EBITDA: Operating profit excluding depreciation and amortization.

Real Estate Platform

Significant potential for value appreciation

Including 2 properties purchased and realization of 50% in an additional property in Q4 2024

~380dunams of land area

23 Prime location properties

Real Estate Separation from Transportation into a Dedicated Specialized Company

Growth Drivers

Improving existing assets and leveraging them as a source of financing for growth

Expanding the asset portfolio and strategic collaborations

Drive Group

Operation and Maintenance of Roads,

including Highway 6 and the Carmel Tunnels1 Keystone Holdings: 21.3%

  • Growth in revenue and profitability due to acquisition of Barak 555 and changes in revenue mix
  • Dividend income of approximately \$4 million

Growth Drivers

Competing in BOT Tenders as Operator or Franchisee

Winning Bids for Operation, Maintenance, and Mobile Patrol Services

Innovative Transportation Solutions and Electromechanical Capabilities Development (Acquisition of A.A.K.I. and Barak 555)

    1. The Company and Egged signed into a memorandum of understanding in March 2025 to sell all of the Company's shares in Drive Group to Egged, based on Drive's value in the Company's financial statements as of December 31, 2024, subject to adjustments.
    1. Data presented on a 100% basis. EBITDA: Operating profit excluding depreciation and amortization.

16

Eranovum 1

Strategic deployment of charging stations in key locations in Europe Keystone Holdings: 49 %

Focus on revenue growth in electric vehicle demand areas

1,900

Charging points under signed agreements in Spain and Belgium and France

Additional charging points in France upon winning a significant tender

  1. See footnote 2 on slide 5

  2. Acquisition dates: IPM 02/2022, Hagit 06/2022, and Ramat Hovav 12/2020

  3. Return calculation based on the acquisition cost, actual cash flows received until March 31, 2025, and projected future cash flows. Forward-looking information; see slide 2 above.

19

Power

IPM Power Plant

Keystone Holdings: 34.3% 1

450 MW Combined cycle 85% From the supplier

License for electricity generation and sales to System Administrator for 20 years

15% From the supplier

Bilateral sales to private customers2

9

Q1 24 Q1 25

Recent Developments

Quarterly Results

The increase in revenues and EBITDA is driven by higher availability following heavy maintenance conducted in the prior year and revenue growth from enhanced customer profile

Refinancing

Enabling increased sales to private customers via bilateral agreements and freeing up debt fund reserves

Power

  1. Keystone's indirect holdings.

    1. The plant's production license allows for increased bilateral sales at the expense of the availability component, under certain conditions as stipulated in the production license.
    1. EBITDA: Operating profit excluding depreciation and amortization.

Ramat Hovav Power Plant

1,195 MW of Generation Capacity Operates Under the SMPRegulation Keystone Holdings: 16.3% 1

Hagit Power Plant

660 MW of Generation Capacity Operates Under the SMPRegulation Keystone Holdings: 16.3% 1

Recent Developments

Quarterly Results:

The decrease in revenues and EBITDA stems from reduced availability due to malfunctions in some units, changes in operating regime, and the impact of the Electricity Authority's decision on supplementary tariff limitations³

A government resolution was published authorizing Hagit East and Atarot to prepare a development plan for two natural gas-fired power stations

Winning the Sorek tender for construction of approximately 900MW power plant⁴

Power

21

1. Keystone's indirect holdings.

  1. EBITDA: Operating profit excluding depreciation and amortization.

  2. The impact of the Electricity Authority's decision regarding supplementary tariff limitations was fully reflected in the valuation published on December 31, 2024.

  3. See footnote 2 on slide 5.

Sunflower - Renewables

A Publicly Traded Company Operating in the Renewable Energy Sector in Poland, Israel, and the U.S.

Keystone Holdings: 53.24%

Poland

5 operational wind farms, with a total capacity of approximately 50 MW

187 MW of wind and solar PV under development

Completion of binding agreement for acquisition of income-generating solar systems with capacity of approximately 20MW, representing the first phase in acquiring a 107MW solar portfolio in Poland

Israel 193 rooftop solar systems with a

capacity of approximately 30 MW

9 MW in construction and development stages

604 MW / 1.3 GWh

USA

Backlog of solar PV projects with integrated storage and standalone storage in initial initiation and development stages

The decrease in revenues and EBITDA stems primarily from renewals of electricity sales agreements in Poland at lower prices and reduced revenues in Israel due to sale of solar facilities sales in 2024.

Q1 24 Q1 25

  1. Adjusted EBITDA - Operating profit before depreciation and amortization, excluding development expenses related to binding agreements for renewable energy and storage projects acquisition in the US, and excluding other income

Water & Communication

Water desalination VID I Cinturion

VID

Water Desalination Plant in Ashkelon Keystone Holdings: 50%

120 Million cubic meters of water production capacity per year Sold to the state since 2005

2027 End of the Concession, with an option for the State to extend in 4.5-month increments at an agreed price

EBITDA1 (in \$ millions)

10.8 11.4

Q1 24 Q1 25

Approx. \$3.5 million dividend

CINTURION

Communication

Optic Fiber System Installation Project Spanning 20,000 km, in initiation stage3

A 20,000 km optical fiber venture to connect India to Europe via the Middle East, offering an alternative to the congested existing network. Designed to link data centers of major telecom and cloud companies.

  1. Data presented on a 100% basis according to management reports. EBITDA: Operating profit excluding depreciation and amortization.

  2. Return calculation based on investment cost, actual cash flows received until March 31, 2025, and projected future cash flows.

  3. Forward-looking information; see slide 2 above.

Comprehensive Value Strategy

Balancing growth, stability and Shareholder Returns

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