Keystone Infra Ltd.

Investor Presentation • Dec 10, 2024

Keystone Infra Ltd.

Q3 2024 Investor Presentation & Series B Bond Issuance

December 2024

Legal Disclaimer

This presentation is an English translation of the Hebrew version of Keystone Infra Ltd. investor presentation for the third quarter of 2024 and for a series B bond issuance, that was published on December 1 (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 investment advice, a recommendation, an opinion, an offer, or an invitation to invest or purchase securities of Keystone Infra Ltd. ("the Company"). It is not intended to be a "public offer" or "public sale" of any kind. Additionally, this presentation should not be considered a substitute for investment advice or investment marketing that takes into account the unique data and needs of any individual or investor, nor does it replace the judgment of a potential investor.

The presentation was prepared to provide general information, and the information contained herein is presented for convenience and in a summary form only. The presentation is not exhaustive and does not purport to cover all data concerning the Company* and its activities or all the information that may be relevant for making any decision regarding investment in the Company's securities. To obtain a full picture of the Company's activities, including the risks involved, one must review the Company's prospectus, its periodic reports, and its regular disclosures to the Israel Securities Authority and the Tel Aviv Stock Exchange, including but not limited to, the Company's annual report for 2023, its second-quarter report for 2024, and the immediate reports published by the Company, all prior to making any decision regarding investment in the Company's securities. It should be noted that past performance is not necessarily indicative of future results. Furthermore, this presentation includes information based, among other things, on the Company's plans, objectives, estimates, and forecasts, which should be treated with caution. The information presented in the presentation is based on information included by the Company in its prospectus, annual report for 2023, third-quarter report for 2024, and its immediate and periodic reports. However, additional data that is non-material, including data presented differently in characterization, editing, or segmentation relative to the data published to the public, may be included in the presentation. It should be noted that some of the data in this presentation is unaudited or reviewed.

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, including the information contained in slides 3, 5, 8-10, 12-15, and 19, among others, contains forward-looking information as defined in the Securities Law, 1968 ("Securities Law"). Such information includes, among other things, forecasts, objectives, estimates, and various projections, including information presented through illustrations, graphs, or tables relating to future events or matters, the realization of which is uncertain and not within the control of the Company. Such information is based on the Company's subjective assessment or on public data that the Company has not independently verified and therefore is not responsible for their accuracy. Additionally, some of the information is based on economic models or valuations prepared by external consultants or internal models prepared by the Company and/or its portfolio companies, which include, among other things, assumptions regarding expected electricity rates, changes in the Consumer Price Index, exchange rates (USD/EUR), interest rates, gas prices, the volume of public transportation traffic, success in tenders, market shares, efficiency plans, and business development, debt refinancing, and distribution, among others. The realization or non-realization of the forward-looking information mentioned above will be influenced, among other things, by factors that cannot be assessed in advance and are not within the Company's control, and therefore there is no certainty that they will materialize, and they may materialize differently, even significantly, from how they are presented in this presentation. Additionally, the Company's intentions regarding dividend distributions are based on facts and data known to the Company as of this date and on the Company's current expectations and assessments regarding future developments in the Company's investments and activities. The realization of the Company's assessments is not certain as they are subject to external influences that cannot be assessed in advance, including a case where any of the Company's investments lose value significantly, thereby reducing the distributable profits, or where the Company's investments yield cash flows significantly lower than the Company's estimates, among others.

Given the current uncertainty regarding the development of the war, its scope, duration, and impacts, the Company's management cannot assess the future impact of the war on the Company's operational results, financial condition, cash flows, and financial stability, or on the entities it holds.

Additionally, the presentation may include data and assessments based on external sources that were not independently verified by the Company, and therefore the Company is not responsible for their accuracy, even if it believes them to be reasonable.

Managing a Portfolio of High-Demand Infrastructure Assets

Generating Strong, Diversified, and Predictable Cash Inflows

Approx. NIS 3billion Cash-Generating Assets with growth potential

Approx. 7.5% Attractive LTM Cash Yield¹ from high-quality infrastructure assets Over NIS250 million Projected Avg. Annual Cash inflows² from cash-generating assets (2024-2032)

Approx. NIS 260million Entrepreneurs' Investment professional management with "skin in the game"

Approx.7.0% Dividend Yield³ quarterly distributions; included in Tel-Div Index Approx. 27% LTV A rated company, A+ bond rating (Reaffirmed November 2024)

1. Forward-looking information; see slide 2 and footnote (1) on slide 7 below.

2. See footnote (3) on slide 6 below.

MOBILIS Poland

1. Scope of assets Bbased on financial statements as of Sept. 30, 2024.

2. Estimated real estate value attributed to Egged, calculated (gross) in relation to its total asset valuation.

Value-Focused Investment Strategy¹

Excess Returns Relative to the Risk Level, With Rapid Payback From Cash-Generating Assets

5

Cash Distributions Fair Value Acquisition Cost

1. All figures presented are approximate rounded up or down. This slide contains forward-looking information. See Slide 2 for details.

2. The weighted return is based on the total investment cost actual cash inflows received until the report date and forecast of future cash inflows. Forward-looking information, see Slide 2 and footnote (1) on Slide 9.

3. The ROI for Egged is not shown, as cash inflows distributions of approximately NIS 18 million only began in Q2 2024.

Combined Value:

Consistent Growth in Equity and Dividends

27% CAGR (Dec 2021 – Sept. 2024)

(in NIS Millions)

85%

Dividends Growth (2022-2024)

January 2024: adopted a quarterly dividend policy based on equity and was added to Tel-Div Index

1

Dividend Distribution (in NIS Millions)

1. Dividend distribution for 2024 was calculated based on distributions made in 2024: in January (NIS 15 million, approx. 9.9 agorot per share), in April (approx. NIS 18.5 million, approx. 9.9 agorot per share), in July (approx. NIS 20.5 million, approx. 10.9 agorot per share), and in October 2024 (NIS 20.3 million, approx. 10.9 agorot per share)

2. Pre-tax weighted return on equity for the last 12 months: calculated as pre-tax profit divided by weighted equity (equity net of deferred taxes, weighted over the period based on the financial report).

3. Dividend Yield calculation is based on data from footnote 1 and relative to the stock price as of Oct. 29, 2024.

4. Cumulative dividend is the sum of actual dividend distributions in 2022, 2023, and 2024 (including the Oct. 2024 distribution).

Approx.10.5% LTM Return on Equity (Pre-Tax)²

Approx.7.0% Annual Dividend Yield in 2024³

Approx. NIS 159^M Cumulative Dividends Distributed⁴

Disciplined Financial Management

Optimizing Capital Structure to Ensure Sustainable Value Creation

Capital/Debt Structure approx. NIS 2 B Company Equity NIS 700 M Series A bonds with a weighted fixed interest rate of approx. 1.15%, index-linked, with 3.9 yrs. duration NIS 187 M in commercial papers¹ 27% LTV 30.9.2024

1. Per year, renewed annually, up to a total period of 5 years from the issuance date. 2. Includes approx. NIS 187 million from an unused credit facility.

Series B Bond Issuance

Up to NIS 250 M unsecured bonds

S&P Maalot Rating: A+

Debt Service Capacity See slide 27: Debt Maturity Profile and Projected Free Cash Flow

Approx. NIS 291^M Cash Surplus²

Approx. NIS 788^M Net Financial Debt

A/A+ Company Rating / Bond Rating (Reaffirmed November 2024)

Diversified Portfolio: Key to Financial Resilience

Stable cash flow performance meeting forecasts, despite significant external headwinds

2x Expanded Cash inflows sources from 3 to 6

4x

Fourfold Cash inflows growth 2021-2024¹

Cash inflows Development (in NIS millions)

Breakdown of 9M 2024 Cash inflows (in NIS millions)

1. Cash inflows projections for 2024 are based on actual distributions as of Dec. 1 2024 and anticipated further distributions. For more details, see Slide 2 and footnote (1) on Slide 9

Approx. NIS 220^M 2024 Projected Cash inflows¹

Predictable Cash Inflows

Approx.90% of assets provide significant and predictable cash inflows

Drive Highway 6

Over NIS 250 ^M

Projected Average Annual Cash inflows from Income-Generating Assets (2025-2032)

(in NIS millions)

9

1. The forecast described in this graph regarding expected cash inflows from the company's investments ('the Forecast') is forward-looking information. The Forecast is based on assumptions, assessments, and estimates of the company, derived from external valuations of portfolio assets received by the company, or from economic models prepared by external consultants or internal models prepared by the company and/or portfolio asset companies, including, among others, assumptions regarding expected electricity rates, results of the Electricity Authority hearing and System Operator's decision proposal, changes in relevant regulation, market conditions, changes in consumer price index, exchange rates, interest rates, gas prices, public transportation usage volume, winning tenders, market shares, efficiency and business development plans, debt refinancing, etc. It is clarified that there is a high probability that the assumptions, assessments, and estimates underlying the Forecast will materialize differently than anticipated, and it is also clarified that the assumptions, assessments, and estimates included in forecasts based on internal models have not been examined by an external party who is not an employee of the company or portfolio asset company. Additionally, some of the expected cash inflows in some investments may remain for financing growth and business development, and there may be different timing for cash inflows distributions from portfolio companies. Furthermore, distributions in portfolio companies are subject to, among other things, distribution tests and board decisions in each company. It should be noted 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 flow 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.

Key Financial Results

Stable cash inflows and results show core resilience against external challenges

Strong and stable cash flow with expected
delivery on 2024 revenue forecast¹

• Financial results demonstrate resilience amid energy sector headwinds
• 15% reduction in finance costs following debt reduction
• Stable Investment Value and cash flow supported by diversified portfolio of assets

Income Statement Highlights (in NIS thousands)	9M 2024	H1 2023
Cash inflows2	175,159	211,989
Changes in Fair Value	(134,980)	166,724
Total Revenues	40,179	378,713
Operating Expenses3	(37,558)	(28,706)
Operating Profit	2,621	350,007
Financing Expenses, Net	(38,759)	(45,357)
Profit (Loss) Before Tax	(36,138)	304,650
Deferred Taxes	32,630	(51,197)
Net Profit (Loss)	(3,508)	253,453
EPS (NIS)	0	1.7
NAV per share Before Tax4 (NIS)	11.4	11.8
Balance Sheet Highlights (in NIS millions)	30.9.24	30.9.23
Investment Value	2,903	2,748
Equity	1,971	1,683
Net Financial Debt	788	918

• 1. Income from dividends, interest, loan repayments, and other income.
• 1. Data includes management fees, expenses for share-based payments, transaction costs, and other operating expenses.
• 1. Equity net of deferred taxes divided by the number of shares. The NAV per share after tax as of Sept 30, 2024, and Sept. 30,
• 2023, stands at approximately NIS 10.5 and NIS 11, respectively.

^1. This slide contains forward-looking information. See Slide 2 for details.

Transportation & EVs

Egged I Eranovum I Drive Group

Egged Israel's Leading Diversified Transportation Company

Recent Developments¹

Keystone Egged Partnership The exercise of a put option for approximately 18% stake, expected in Q1 2025, will increase holdings to 78%

NIS 850^M Estimated Consideration upon Option Exercise2,3,4

NIS 450^M Credit facility from banks for financing the option exercise, part of 1B NIS total credit limit

European Operations Expansion Mobilis expands in Poland with major public transit concession in Krakow

Egged Properties Strategic Portfolio Enhancement

Egged Properties acquires three new assets while introducing co-investor in additional property

1. Data rounded and contains forward-looking information. See Slide 2 for details.

2. 1. In accordance with the terms of the acquisition agreement, the selling shareholders in the Egged transaction have the right to issue a notice for exercising the Put option on the remaining shares they hold in Egged until August 3, 2025, with the exercise date (to the extent exercised) set for February 2026.
3. 1. Considering that Egged Partnership will complete the purchase of all shares subject to current exercise notices, there is no certainty as of today regarding the completion of the transaction.
4. 1. The consideration is subject to adjustments for indexation, interest additions, dividend distributions, and indemnity claims, as per the terms of the acquisition agreement.
5. 1. The value of Egged in accordance with an external valuation as of June 30, 2024, that was included in the company's financial statements as of that date. As of 30/9/2024, the partnership's value, in the Company's financial reports is aprox. 1.36 B NIS.

^1% Additional Activities 51% stake in TEVEL, Red Line light rail operator

From a Cooperative to a Leading, Profitable, and Growing Company

9M 2024 Revenue Breakdown

9M 2024 EBITDA¹ Breakdown

Approx.11% Revenue CAGR³ 2020-2024E

Approx.17% EBITDA CAGR³ 2020-2024E

13

Egged Coastal Highway

1. EBITDA refers to operating profit excluding depreciation and amortization.

2. Derch Egged is a fully owned subsidiary (indirectly) operating the Jerusalem Envelope cluster.

3. Based on the revenue and EBITDA forecast for 2024. This data includes forward-looking information; see Slide 2 above for more details.

Public Transportation in Israel

Egged Standalone (solo) by the Numbers (Including Derech Egged)

28% Market Share Twice the size of the second-largest

29 Clusters Bus service lines

Financial Results (NIS millions)

Kilometers in Israel In millions 158 155 5 158 160 9M 2023 9M 2024

Derech Egged

Jerusalem Envelope

15 Million Kilometers Annual licensing for 10 years from April 2024

Approx.92 Buses in Stage A Generating NIS 55 M revenue and NIS 7.1 M EBITDA in the first 9M of 2024

Approx.125 Buses in Stage B Expected to operate in Q1 2025²

1. EBITDA - Operating profit excluding depreciation and amortization. 2. This data includes forward-looking information; see Slide 2 above.

Approx. 3,000 Buses Including ~430 electric buses

Approx. 215 Million Kilometers Annual licensing

25 Service Centers Nationwide coverage

Including ~5,200 drivers

Approx. 7,000Employees

15

1. EBITDA - Operating profit excluding depreciation and amortization.

2. 1. Including 44 buses leased by EBS. Forward-looking information, see Slide 2 above.
3. 1. Approximately 10% of the public transportation market in Poland is privatized.

4. Forward-looking information, see Slide 2 above.

Egged Travel & Tour

The largest transport company in Israel with ~300 buses

Revenue Breakdown

81% Egged Transportation

Shuttle services for employees, soldiers, and students

Public transport reinforcement

Event and tour transportation

13% Educational

School trip packages incl. accommodation, and buses

"Hiburim" Program

Summer camp operations

6% Tourism & Conferences

Event production: conferences, exhibitions, and corporate events

Domestic tourism vacation packages

Organized tours in Israel

GROWTH ENGINES

Implementing a business plan to drive efficiency initiatives, optimize subcontractor utilization, and expand into additional sectors within the country

Egged Transportation Educational Tourism & Conferences

Financial Results (NIS millions) Revenue

16 Egged Travel & Tour

1. EBITDA - Operating profit excluding depreciation and amortization.

Additional Activities:

Light Rail in the Tel Aviv Metropolitan Area

Tevel, an Egged Subsidiary (51%), Operates the Red Line of the Light Rail Since August 2023, 10-year contract and extension option

NIS 108^M 9M 2024 Revenue

NIS 4^M 9M 2024 EBITDA¹ 90 Carriages; 45 trains in total 70KM Total track length

34 Stations, including 10 underground 100,000 Daily passengers

Highway 5 Fast Lanes

(Egged in partnership) Passed the PQ stage for planning, construction, and operation of the fast lane network on Highway 5

Egged Mass Transit: Future Tenders

Additional lines in the light rail system

Tel Aviv and Jerusalem Metro

1. Data is presented in terms of 100%. EBITDA - Operating profit excluding depreciation and amortization

Real Estate - Egged

Portfolio Enhancement Developments

Strategic Initiative: Development of 4 Properties ¹ Joint Venture with Nadav B. Logistics

Transaction Overview: Acquisition agreement for ~40 dunams from Paz Group for NIS 127M, comprising 3 properties (Egged's share 50%): Located at Re'em Junction, Northern Industrial Park Ashdod, and Northern Industrial Park Be'er Sheva

Sale of 50% stake in ~10 dunams

at Brosh Industrial Park, Beit Shemesh, valued at NIS 26 M Approx. NIS1.2 B Fair Value as of 30.6.2024 2

Approx. 360 dunam of land area

21 Prime location properties North 30% of value Haifa and the Krayot Nof Galil

Jerusalem 35% of value Jerusalem Beit Shemesh Mishmar David

Central 27% of value Holon Ashdod Lod

South 8% of value Be 'er Sheva Dimona Kiryat Gat Arad

Eranovum

EV Charging Network Across Strategic European Locations Keystone Holdings: 49%

820 Active charging points ~800 in Spain; Additional points in Belgium and France

GROWTH ENGINES Focus on Revenue Growth in EV-Demand Areas

1,422 Contracted Charging Points in Spain, Belgium, and France

Drive Group

Highway & Toll Road Operations: Highway 6 & Carmel Tunnels

Keystone Holdings: 21.3%

Improved Profitability Due to Revenue Mix Change

1. Data is presented in terms of 100%.EBITDA - Operating profit excluding depreciation and amortization.

Highway 6 Concession Extension & Operating Agreement

Successful Bids & Contract Wins for Operations, Maintenance & Mobile Patrol Services

Innovative Transportation Solutions & Electromechanical Capabilities Development (AACI & Barak 555 Acquisitions)

1. This slide includes forward-looking information; see slide 2.

2. Includes a minor shareholder loan; the official Euro exchange rate on June 30, 2024, was approximately 4.0202.

Energy and Renewables

IPM, Hagit, and Ramat Hovav Power Plants | Sunflower

Sunflower Poland

IPM Power Plant

Keystone Holdings: 34.3%¹

450 MW in combined cycle

85% of capacity License for electricity generation and sales to IEC for 20 years

15% of capacity Bilateral sales to private customers²

2022 Obtained a license to supply electricity without production means

1. Keystone's Indirect Holdings

2. 1. The production license allows for increasing bilateral sales at the expense of the availability component, under specific conditions as defined in the production license
3. 1. EBITDA: Operating profit excluding depreciation and amortization
4. 1. Major maintenance began on February 15, 2024, and concluded on May 5, 2024, approximately 37 days later than originally planned

The decline in revenue and EBITDA is primarily due to a scheduled major maintenance period. The maintenance lasted longer than expected⁴

Dividends and Loan Repayments of NIS 9 M During the Year (Company's Share)

Ramat Hovav Power Plant

Keystone Holdings: 16%¹

1,195 MW of generation capacity Operates under the SMP regulation

Improvement in results mainly due to enhanced operational regime

Dividends and loan repayments of approximately 45 million NIS during the year (company's share)

1. Keystone's holdings in the power plants are indirect.

2. Data is presented in terms of 100%.EBITDA - Operating profit excluding depreciation and amortization.

Hagit Power Plant

Keystone Holdings: 16%¹

660 MW of generation capacity Operates under the SMP regulation

Improvement in results mainly due to enhanced operational regime

Dividends and loan repayments of approximately 54 million NIS during the year (company's share)

Valuation Summary (in NIS millions) 30.9.2024	Ramat Hovav	Hagit
Equity Value	354	97
Loans Value	29	28
Total:	383	125
Equity discount rates	11.25%	12%
Loans discount rates	8%	7.7%-9.2%

Asset value decreased by 9% at Ramat Hovav and 14% at Hagit (compared to June 30, 2024), driven by IEC tariff hearings, NOGA's SMP pricing consultation, and higher discount rates, partially offset by operational performance higher than forecast.

Sunflower - Renewables

A publicly traded company operating in the renewable energy sector in Poland, Israel, and the U.S.

Keystone Holdings: 53.24% (post exercising options: 6.6M NIS, Sept 2024)

5 operational wind farms with a total capacity of approx. 50 MW

187 MW of wind and solar PV in development

Signed MOU to acquire solar portfolio of up to 107 MW

Israel

156 rooftop solar systems with a total capacity of 29 MW

9 MW in construction & development stages

EBITDA¹ (NIS millions)

9M 2023 9M 2024

103

77

604 MW / 1.3 GWh pipeline of solar PV projects combined with storage and standalone storage in early development stages

Revenue decline: Due to sale of Israeli solar facilities, partially offset by growth in Poland

EBITDA increase: Mainly from higher gross profit in Poland after removal of "black electricity" price cap

23

1. Data is presented in terms of 100%.EBITDA - Operating profit excluding depreciation and amortization.

Water and Communications

Water desalination (VID) | Cinturion

VID Ashkelon

VID

Water desalination in Ashkelon

Keystone Holdings: 50%

120 million cubic meters of water production capacity per year, sold to the state since 2005

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

EBITDA¹ (NIS millions)

Dividends and loan repayments of approximately 13 million NIS during the year (company's share)

Cinturion

Communications

Keystone Holdings: 30%

A 20,000 km optical fiber venture connecting 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 is presented in terms of 100% based on management reports. EBITDA - Operating profit excluding depreciation and amortization. In the first 9M 25 of 2023, the EBITDA includes a proportional share of a settlement agreement signed with the state, which applies only to the first half

Comprehensive Value Creation Strategy

Operational efficiency improvements

Striking the Optimal Balance Between Growth, Stability, and Shareholder Returns

Identifying growth opportunities

Maximizing Cash Flow	Unlocking Value	Shareholder Rewards	Optimal Debt Management
Active asset management	Strategic partnerships	Quarterly dividend policy	Continuous optimization of debt structure
Developing growth engines	Asset realization at the optimal time	Inclusion in the Tel-Div Index	Maintaining financial flexibility

Debt Service Capability

Convenient debt structure alongside expected free cash flow for debt service* Bond Series A & B repayment schedule and expected free cash flow for debt service (in millions of NIS)1,2

27% LTV 30.9.2024

1. Free cash flow for debt service calculation:

2. Revenue: Based on projected cash flow published in Q3 2024 financial report*

3. Operating expenses and management fees: Based on Q3 2024 actual expenses, annualized
4. Finance expenses: Based on existing debt as of 30.9.2024, assuming commercial paper rollover*
5. Excludes financing costs for potential additional debt (including Series B bonds) and transactions, including Egged option exercise completion (if completed)
6. 1. Repayment schedule: Series A bonds indexed to Sept 2024, Series B bonds nominal
7. 1. Calculated based on net debt and assets as of 30.9.2024 plus 250M NIS debt issuance added to net debt and assets

* Forward-looking information; see slide 2 above