Investor Presentation • Oct 6, 2024
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H1 2024 Investor Presentation September 2024
This presentation is an English translation of the Hebrew version of Keystone Infra Ltd. presentation for the second quarter of 2024, that was published on August 28 (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, second-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, 13, 19, and 30, 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.
* Wherever the company is mentioned, the reference is to the company and its subsidiaries, as the case may be.

Strong, Diversified, and Predictable Cash Inflows
Approx. NIS 3billion Cash-Generating Assets with growth potential
Approx. 8% Attractive LTM Cash Yield1 from high-quality infrastructure assets

3
Approx. NIS 260million Entrepreneurs' Investment ensuring professional management with "skin in the game"
Approx.7.9% Expected Dividend Yield3 quarterly distributions; included in Tel-div index
Approx. 25% LTV: Balanced Leverage A rated company, A+ bond rating
Forward-looking information; see slide 2 and footnote (1) on slide 7 below. Cash inflows - Income from dividends, interest, loan repayments, and other income.
See footnote (1) on slide 8 below. This figure includes forward-looking information; see slide 2 above.

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

Cash Distributions Fair Value Acquisition Cost
All figures presented are estimates rounded up or down. This slide contains forward-looking information. See Slide 2 for details.
The weighted return is based on the total investment cost. For more details, see footnote (1) on Slide 7.
The ROI for Egged is not shown, as cash flow distributions of approximately NIS 18 million only began in Q2 2024.
2x Expanded Cash inflows sources from 3 to 6
4x Fourfold Cash inflows growth 2021-2024E Cash inflows Development 56 198 253 222 2021 2022 2023 2024E VID Drive Group Ramat Hovav IPM Hagit Egged Egged: 1 st Cash Distribution Q2 2024 Breakdown of H1 2024 Cash inflows
(in NIS millions) (in NIS millions) 1. Cash inflows includes distributions from income-generating assets over the past 12 months, based on the company's financial reports.
Approx.8% LTM Cash Yield1 Approx. NIS 222M 2024 Projected Cash inflows2 Egged Dimona
6
Approx.90% of assets provide significant and predictable cash inflows
Drive Highway 6
Projected Average Annual Cash inflows from Income-Generating Assets (2025-2032)

Projected Annual Cash inflows from Income-Generating Assets (in NIS millions)
7
32% CAGR (Dec 2021 - June 2024)

(in NIS Millions)
January 2024: adopted a quarterly dividend policy based on equity and was added to Tel-Div Index


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), and in July (approx. NIS 20.5 million, approx. 10.9 agorot per share). A projected distribution for October 2024 was calculated according to the company's intention to distribute approximately 1% of its equity. The calculation is based on the equity as of June 30, 2024. This information includes forward-looking statements; see Slide 2 for more details.
Approx.16% LTM Return on Equity (Pre-Tax)2
Approx.7.9% 2024 Expected Dividend Yield3
Approx. NIS 139M Distributes Cumulative Dividends4

Optimizing Capital Structure to Ensure Sustainable Value Creation

NIS 2 B Company Equity
NIS 690 M Series A bonds with a weighted fixed interest rate of approx. 1.15%, index-linked, with 4.1 yrs. duration
NIS 187 M in commercial papers1
Approx. NIS 315M Cash Surplus2
Approx. NIS 724M Net Financial Debt
Sunflower Poland
A/A+ Company Rating / Bond Rating
9
| Income Statement Highlights (in NIS thousands) |
H1 2024 | H1 2023 |
|---|---|---|
| Cash inflows1 | 147,486 | 175,670 |
| Changes in Fair Value | (98,998) | 126,299 |
| Total Revenues | 48,488 | 301,969 |
| Operating Expenses2 | (24,640) | (18,455) |
| Operating Profit | 23,848 | 283,514 |
| Financing Expenses, Net | (24,047) | (32,862) |
| Profit (Loss) Before Tax | (199) | 250,652 |
| Deferred Taxes | 11,957 | (46,691) |
| Net Profit | 11,758 | 203,961 |
| EPS (NIS) | 0.1 | 1.3 |
| 3 NAV per share Before Tax (NIS) |
11.8 | 11.6 |
| Balance Sheet Highlights (in NIS millions) |
30.6.24 | 30.6.23 |
|---|---|---|
| Investment Value | 2,932 | 2,707 |
| Equity | 2,027 | 1,648 |
| Net Financial Debt | 724 | 921 |
Income from dividends, interest, loan repayments, and other income.
Data includes management fees, expenses for share-based payments, transaction costs, and other operating expenses.
Equity net of deferred taxes divided by the number of shares. The NAV per share after tax as of June 30, 2024, and June 30, 2023, stands at approximately NIS 10.8.

even amid the maintenance event and the rise in the discount rate at IPM
compared to H1 2023, primarily due to lower interest expenses resulting from reduced debt levels


Egged I Eranovum I Drive Group
Drive The Carmel Tunnels
5 Synergetic and Growing Business Segments

Egged standalone (solo) and Derech Egged (Jerusalem Envelope)
22% Egged Properties1 Real Estate Portfolio
1% Additional Activities 51% stake in TEVEL, Red Line light rail operator
The real estate includes the value of the properties used for Egged's operations (which has been deducted from Egged's standalone value for presentation purposes above).
The valuation was included in the company's financial statements as of June 30, 2024.
Includes seller loans.
| (in NIS millions) | 30.6.2024 |
|---|---|
| Egged Operating Assets Value | 7,648 |
| Total Real Estate Value | 1,179 |
| Operating Real Estate Value1 | (356) |
| Net Financial Debt | )2,110( |
| Net Employee Liabilities | )1,073( |
| Total Egged Value | 5,288 |
| Keystone-Egged partnership's 60% share in Egged |
3,173 |
| Financial Instruments Value | )68( |
| Net Loans3 | (1,544) |
| Other Adjustments | 67 |
| Partnership Value | 1,628 |
| Keystone's Share (81.08%) | 1,320 |
| Distributions since the Acquisition | 624 |
| Discount Rates | WACC |
| Egged Standalone | 9%-10.75% |
| Other Activities | 6.75%-14.25% |

NIS 624M Egged's total distributions to shareholders
The partnership's NIS 375M share was primarily used for debt repayment and reducing the put option exercise price
NIS 1.2B Partnership's Net Bank Debt 30.6.2024
NIS 22M was first distributed to partners in Q2 2024 Keystone's share approx. NIS 18M

NIS 850M Estimated Consideration upon Option Exercise4
NIS 450M Credit facility from banks for financing the option exercise


From a Cooperative to a Leading, Profitable, and Growing Company
H1 2024 Revenue Breakdown

H1 2024 EBITDA1 Breakdown
Approx.17% EBITDA CAGR3 2020-2024E
14
Egged Coastal Highway
EBITDA refers to operating profit excluding depreciation and amortization.
Derch Egged is a fully owned subsidiary (indirectly) operating the Jerusalem Envelope cluster.
Based on the revenue and EBITDA forecast for 2024. This data includes forward-looking information; see Slide 2 above for more details.
Egged Standalone (solo) by the Numbers
28% Market Share Twice the size of the second-largest
Approx. 3,000 Buses Including ~430 electric buses
Approx. 200 Million Kilometers
Annual licensing, excluding Derech Egged
Approx. 7,000Employees Including ~5,100 drivers
25 Service Centers
Nationwide coverage
28 Clusters Bus service lines



15 Million Kilometers Annual licensing for 10 years from April 2024
Approx.90 Buses in Stage A Generating NIS 23 M revenue in Q2 2024
Approx.120 Buses in Stage B Expected to operate in Q1 20252


305Buses operated under 6 clusters G R O W T H E N G IN E S
25
EBITDA3 (NIS millions)
H1 2023 H1 2024
22
Expanding into New Markets and Sectors
Egged Europe:
Exploring entry into additional European countries and the light rail sector

and Zloty each year. 2. Approximately 10% of the public transportation market in Poland is privatized.
The largest transport company in Israel with 280 buses




H1 2023 H1 2024
G R O W T H E N G IN E S Implementing a business plan to drive efficiency initiatives, optimize subcontractor utilization, and expand into additional sectors within the country

Additional Activities:
Tevel, an Egged Subsidiary (51%), Operates the Red Line of the Light Rail Since August 2023
10-year contract and extension option
NIS 67M H1 2024 Revenue
NIS (2)M H1 2024 EBITDA1 90 Carriages; 45 trains in total
34
70KM Total track length
Stations, including 10 underground
100,000 Daily passengers

(Egged in partnership) Passed the PQ stage for planning, construction, and operation of the fast lane network on Highway 5
Additional lines in the light rail system
Tel Aviv and Jerusalem Metro

Significant potential for value appreciation



Egged Haifa 19
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

Strategic Deployment of Charging Points in Key Locations Across Europe to Create a Competitive Advantage Keystone holdings: 49%
700 Active charging points
2,400 Charging points under agreements signed in Spain and Belgium
G R O W T H
1,300 Charging points under construction
2,200 Additional charging points to be placed in France upon winning a significant tender
| Valuation Summary: 30.6.24 |
In millions of Euros |
In millions of NIS |
|---|---|---|
| Company value: | 126 | 507 |
| Keystone share (49%)2 | 62 | 250 |
| Discount rates (WACC) | 17.50% |
20 Four Seasons Hotel Madrid

Expanding operations
in high EV penetration regions, with a focus on revenue growth
Operation of Highways and Toll Roads, including Highway 6 and the Carmel Tunnels Keystone Holdings: 21.3%

Increase in profitability despite a decline in revenue due to a shift in the revenue mix

Extension of the operation & maintenance period for Highway 6 with the concessionaire, following the decision to pave a fourth lane and extend the concession agreement
Participation in tenders for providing operational, maintenance, and patrol mobility services
Innovative transportation solutions and development of electromechanical capabilities (acquisition of A.A.K.I and Barak 555)


IPM, Hagit, and Ramat Hovav Power Plants | Sunflower
Sunflower Poland
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

The decline in revenue and EBITDA is primarily due to a scheduled major maintenance period. The maintenance lasted longer than expected4
Keystone's holdings, both direct and indirect, for details see slide 29 below. Data is presented in terms of 100%.
The plant's generation license allows for an increase in the bilateral sales component at the expense of the availability component, under certain conditions as outlined in the generation license.
EBITDA - Operating profit excluding depreciation and amortization.
Major maintenance began on February 15, 2024, and ended on May 5, 2024, approximately 37 days later than the original plan.
| Keystone Valuation Components (in millions of NIS) |
|
|---|---|
| Triple-M (approx. 40%) | 334 |
| Loan value to G.P. Global and A.Y.H. Paris |
52 |
| Market value of G.P. Global (approx. 10.6%) |
35 |
| Total: | 421 |
| Discount rate for the power plant (Re) |
10.20% |
| IPM Be'er Tuvia |
23 |
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)
Keystone's holdings in the power plants are indirect.
Data is presented in terms of 100%.EBITDA - Operating profit excluding depreciation and amortization.
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)

A publicly traded company operating in the renewable energy sector in Poland, Israel, and the U.S.
H1 2023 H1 2024
Keystone Holdings: 51.81%

U.S.
604 MW / 1.3 GWh pipeline of solar PV projects combined with storage and standalone storage in early development stages
The decrease in revenue is due to lower income in Israel following the sale of solar facilities
The increase in EBITDA is primarily due to a rise in gross profit in Poland as a result of the removal of the cap on electricity prices

25
H1 2023 H1 2024

Water desalination (VID) | Cinturion
VID 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


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

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 |



| Keystone Ownership (%) | |
|---|---|
| Indirect Ownership in the Plant | ~34% |
| In Triple-M, directly and indirectly owns the land for the power plant and about 30 adjacent acres |
~40% |
| In G.P. Global, a public company | ~10% |
| Fair Value (in Millions ILS) | |
| Power Plant (100%) | 829 |
| Discount Rate for the Power Plant (Re) | 10.20% |
| Land (100%) | 271 |
| Triple-M (100%) Landowner |
874 |
| Market Value of G.P. Global (100%) | 328 |
| Total | 421 |
|---|---|
| Market Value of G.P. Global (~10.6%) |
35 |
| Value of Loan to G.P. Global and A.Y.H. Paris |
52 |
| Triple-M (~40%) | 334 |
| Property Name2 | Land Area (Dunam) |
Built Area (Sqm) |
Current Use | Approved Zoning | Building Rights (Sqm) |
Value Egged's Share (NIS Million) |
Basis for Appraisal | Potential For Development & Enhancement6 | % of Total Value |
|---|---|---|---|---|---|---|---|---|---|
| Kiryat Haim North Logistics Service Center |
43.9 | 13,910 | Operational parking lot and garage. Northern control center. |
Industrial and manufacturing | 92,167 | 179 | Comparison approach | Full or partial utilization of industrial/storage areas based on economic feasibility |
14.90% |
| Carmel Coast Central Station |
47.3 | 9,611 | Central station, offices, parking lot, garage. |
Commercial, office, and transportation uses |
163,0005 | 168 | Combined comparison and income capitalization approach |
Promotion of a zoning plan for mixed-use: residential, commercial, tourism, employment, and transportation |
14.00% |
| Atarot | 36.6 | 8,418 | Bus parking lot rented to external operators, egged garage, solar panels. |
Industrial | 82,000 | 147 | Comparison approach | In licensing – industrial and logistics project (techno park) |
12.20% |
| Ashdod Ad Halom |
20.4 | 1,494 | Egged operational parking lot, garage, and land leased to clients |
Industrial, transportation hub, and warehousing |
32,000 | 142.7 | Comparison approach | Advancing a new zoning plan to increase rights for mixed-use: residential, commercial, and employment |
11.90% |
| Jerusalem HaMelamed – Givat Shaul |
12.5 | - | Vacant land | Office and industrial | 62,925 | 122.6 | Comparison approach | Advancing new mixed-use zoning: residential, commercial, employment |
10.20% |
| Holon Komemiyut |
44.9 | 2,704 | Bus parking lot. Operational and garage. |
Residential zone C, commercial and office4 |
Anchored in a regulated plan for consolidation and division |
96.9 | Income capitalization approach |
Implementation of master plan H/500, subject to a consolidation and division plan |
8.10% |
| Ahisamakh3 Industrial Zone |
20 | 4,094 | Egged operational parking lot, garage, and land leased to clients |
Specialized industrial zone and vehicle service centers |
22,700 | 89 | Comparison approach | Regularization of Egged's lot under the ramle-gezer modi'in (RAGAM) plan and advancing planning for the realization of approved rights |
7.40% |
| Jerusalem, Har HaMenuchot Givat Shaul / Har Nof2 |
16.8 | 4,696 | Bus parking lot Operational and garage. |
Industrial | 37,700 | 65.5 | Residual value approach combined with the comparison approach |
Evaluating implementation alternatives. An approved zoning plan is in place |
5.40% |
| Be'er Sheva Emek Sara Industrial Zone |
20 | 2,745 | Bus parking lot Operational and garage |
Industrial and manufacturing | 20,000 | 36 | Combined comparison and income capitalization approach |
Operational asset under review for development potential |
3.00% |
| Mishmar David2 |
14.1 | 2,231 | Light industry | Services and clean industry | 16,920 | 35.6 | Comparison approach | In licensing stages and permit application for a clean industry and services project, with legal settlement ongoing with the partner |
3.00% |
| Total: | 276.5 | 49,903 | 529,419 | 1,082.2 | 90% |
According to an external appraisal conducted as of June 30, 2024, a summary of the appraisal data is attached to Egged's valuation, which was included in the company's financial reports as of June 30, 2024.
Egged holds 100% of the assets listed in the table, except for 50% in Givat Shaul/Har Nof and 74% in Mishmar David.
Land expropriations by the Israel Land Authority (ILA) are expected in the complex. After expropriations, the area is estimated to be approximately 20 dunams.
It has not yet been clarified which property rights holders will benefit from this zoning change.
According to a specific plan, the initial planning has not yet gone through all planning and approval processes.
This slide includes forward-looking information; see slide 2 above."
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