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Keystone Infra Ltd.

Investor Presentation Mar 27, 2025

6880_rns_2025-03-27_836f3874-7e9d-45fa-887d-8ee3e4dd76cc.pdf

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Keystone Infra Ltd.

2024 Financial Reports

Legal Disclaimer

This presentation is an English translation of the Hebrew version of Keystone Infra Ltd. presentation for the YE 2024, that was published on March 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 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 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 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, 6, 9 13, 17-19, 21, 24, 26, and 32-33, 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.

Moreover, regarding cash inflows forecasts - it is possible that some of the expected cash inflows from certain investments will be retained to finance growth and business development, and it is further possible that the timing of cash distributions from portfolio companies may vary. Additionally, distributions from portfolio companies are subject to, among other things, distribution analysis under law and board decisions in each company. It should be clarified that the forecast does not include investments that may be required, to the extent required, in the Company's holdings. 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 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.

Keystone by the Numbers

Approx.NIS 3.7billion Total Assets1

Approx. 7.4% Annual Dividend Yield3

Approx. 36% LTV5 A/A+ Rating; Company/Bonds Approx.NIS260 million Entrepreneurs' Investment

  1. Investment Assets amount is based on financial statements as of December 31, 2024, including additional investment in Egged Partnership in February 2025 of approximately NIS 585 million.

  2. Forward-looking information; see slide 2.

    1. Yield calculation based on distributions made in 2024 relative to average share price in 2024.
    1. 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.
  3. LTV calculated based on assets and financial debt as of December 31, 2024, plus debt raises of approximately NIS 339 million (Series B bonds expansion and credit facility utilization) and investment in Egged Partnership of approximately NIS 585 million completed in February 2025. LTV as of December 31, 2024 - 24%.

2024: Creating a Strong Foundation for Accelerated Growth

Established Leadership Team for Specialized Platform Strategy

Strategic Growth Initiatives Transportation Sector:

Exercised option in Egged Launched specialized real estate subsidiary

Energy: Provided funding for "Sorek" tender for future development1

Communication: Expanded business development

Raised NIS 450 million in bonds in 2024 and in Feb. 2025

Optimized debt structure

Reduced interest expenses by 23%

Developed Strategic Plan Strengthened Financial Structure Leveraging Business Strength in a Challenging Landscape

Cash Inflows exceeded 2024's forecast

Asset value growth despite market challenges

Improved IRR over previous year

Revenue and EBITDA growth in most assets (compared to previous year)

A Momentous Start to 2025

Strategy in Action: Growth, Value Enhancement, and Global Expansion

Strategic development and initiation

K Power Development of existing assets, initiation and M&A K Comm in the data center sector and K Move Egged in the real estate sector

Continued expansion in the railway sector

K Move Egged: Winning the tender to operate the Green and Purple Lines

Expanding local operations

K Move Egged: Winning the Golan Heights tender and launching Phase 2 of Derech Egged

Expanding operations abroad

K Move Egged: Winning an additional tender in the Netherlands K Green Sunflower: Acquisition agreement for solar portfolio in Poland

Double-Digit Growth in Equity and Dividends

Additional Dividend of NIS ~20 Million Declared in March 2025

6

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

  2. 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 December 31, 2024).

  3. Return calculation is based on the 2024 dividend distributions presented above and relative to the average share price in 2024.

  4. Cumulative dividend includes distribution of approximately NIS 19.7 million in January 2025 and, a dividend declared in the amount of approximately NIS 20 million on March 26, 2024, concurrent with the report approval.

Business Segments

Management of Specialized Infrastructure Platforms in Core Demand Areas

  1. Based on financial statements as of December 31, 2024, including additional investment in Egged partnership in February 2025 of approximately NIS 585 million.

  2. 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.

Cash Inflows

90% of assets Provide Predictable Cash Inflows1

Avg. Annual Cash Inflows

Forecast 2,3

14%

Weighted IRR5

Approx. NIS

300 millions

Expected Annual Cash Inflows from Income-Generating Assets2,3

(Including Investment in Egged, in NIS Millions)

  1. The data in this slide does not include Sunflower, ERANOVUM, and Centurion, which are not producing cash inflows, unless stated otherwise.

  2. The forecast described in this graph regarding expected cash flow from company investments and expected returns ("the Forecast") is forward-looking information as detailed in slide 2.

34%

Total ROI4

55%

Total return4

  1. Expected cash flow includes anticipated cash flow from the acquisition of approximately 18% additional Egged shares by the Egged partnership (company's share approximately 81%) in February 2025 after the report date (see also slide 15 below).

  2. ROI calculation based on total cash inflows since the acquisition date relative to total acquisition cost, as of December 31, 2024; total return - sum of cash inflows plus fair value relative to total acquisition cost as of December 31, 2024 (for Income-Generating assets).

  3. Return calculation based on investment cost, actual cash flows received until December 31, 2024, and expected future cash flows.

9

Disciplined Financial Management

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

Debt
(in NIS millions)
31.12.2024 As of Report
Publication Date
Series A Bonds
Fixed weighted interest rate of approximately 1.3%
,CPI-linked, Duration 3.9 years
645 645
Series B Bonds
Fixed weighted interest rate of approximately 6.1%
(non-linked), Duration 5.2 years
297 448
Commercial Securities 187 187
Utilized Credit Facilities - 187

Key Financial Results

Cash Inflows exceeded 2024 forecast

(in NIS millions)

238
230
Forecast 2024 Actual 2024

Highlights:

Growth in business volume led to higher management and operating expenses

23% decrease in financing expenses

  • Diversification of funding sources
  • Improved financing terms
  • Effective reduction in total debt

1 Over 15% Growth in Equity

Income Statement Highlights
(in NIS thousands)
2024 2023
Cash inflows2 238,261 252,597
Changes in Fair Value 43,933 406,767
Total Revenues 282,194 659,364
Management and operating
expenses3
(51,924) (38,992)
Operating Profit 230,270 620,372
Financing Expenses, Net (42,170) (54,897)
Profit Before Tax 188,100 565,475
Deferred Taxes (5,259) 121,594
Net Profit 193,359 443,881
EPS (NIS) 1.1 2.9
NAV per share Before Tax4
(NIS)
12.47 13.43
Balance Sheet & CF Highlights
(in NIS millions)
31.12.2024 31.12.2023
Investment Value 3,082 3,007
Equity 2,148 1,858
Net Financial Debt 753 918
Operating Cash Flows 169,634 210,054
  1. Forecast as published in financial statements as of December 31, 2023.

  2. Income from dividends, interest, loan repayments, and other income.

  3. Data includes expenses for share-based payments, transaction costs, other operational expenses, and management fees.

  4. Equity net of deferred taxes divided by number of shares. After-tax NAV per share as of December 31, 2024 and December 31, 2023 is approximately NIS 11.49 and NIS 12.18, respectively

Value and returns of yielding assets

(in NIS millions and % respectively)

    1. All presented data are approximate values, rounded up or down. This slide contains forward-looking information; see slide 2 above.
    1. Return calculation based on investment cost, actual cash flows received until the report data and projected future cash flows. Forward-looking information; see slide 2 above.
    1. ROI calculation based on total cash inflows since the acquisition date relative to total acquisition cost, as of December 31, 2024; total return sum of cash inflows plus fair value relative to total acquisition cost as of December 31, 2024 (for Income-Generating assets).
    1. The Egged value graph is presented based on cost at acquisition date and includes additional investment in Egged Partnership made in February 2025 of approximately NIS 585 million. The fair value is based on valuation as of December 31, 2024, plus the investment mentioned above and receipts from Egged since acquisition.

13

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
Valuation Summary 31.12.2024 (in NIS millions)
Egged Enterprise Value 8,864
Real Estate Value, Gross 1,204
Operating Real Estate Value (356)
Net Financial Debt (2,841)
Net Employee Liabilities (846)
Total Equity Value 5,177
Keystone-Egged partnership's
60% share in Egged
3,106
Financial Instruments Value 93
Net Loans (1,335)
Partnership Value 1,864
Keystone's Share (81.08%) 31.12.2024 1,511
Additional Investment 02/2025 585
Total Investment 02/2025 2,096
Discount Rates
Egged Standalone 8.5%-10.5%
Other Activities 7%-14.75%
Distributions from Egged to Share holders
since the Acquisition (100%)
881
  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.

Move

Keystone Egged Partnership

Post Option Exercise1

Capital Invested in Option Exercise and Indemnity Account Settlement Keystone share (Post-Report Date)

Consistent, Profitable Growth

66% 23% 7% 4% 74% 17% 6% 2024 Revenue Breakdown 2024 EBITDA1 Breakdown Public transportation in Europe Travel & Tour Tevel (Light Rail) NIS ~1.3billion 22% increase YoY NIS ~5.6billion 13% increase YoY Public transportation in Israel and Derech Egged2

  1. EBITDA: Operating Profit Before Depreciation and Amortization

  2. Derech Egged: fully-owned subsidiary (through chain of ownership) operating the Jerusalem Periphery Cluster

16

Move

Public Transportation in Israel (Including Derech Egged )

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

800Service lines Nationwide coverage

Financial Results (in

NIS millions)

Derech Egged

Over 3,100vehicle fleet 16% electric

~215million km Annual licensing

85

3,752 3,801

2023 2024

3,752 3,886

~5,300drivers ~400 of them in Derech Egged

17 Service and maintenance centers Nationwide coverage

7

First Place in Ministry of Transportation Service Quality Index2

Growth Drivers

~125 buses in Derech Egged began operating in early 2025

~40 buses to begin operations in the Golan Heights in September 2025 following a tender win3

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

  2. Market Share Leaders for First Half of 2024

  3. Forward-looking information – see Slide 2.

Move

17

Egged Europe Growth Drivers

Strategic Expansion into New Markets & Segments

Entering additional European countries and the light rail sector

Move

  1. Figures are rounded and based on the average annual EUR and PLN exchange rates.

~100 additional electric buses

    1. Includes 44 buses leased by EBS. Forward-looking information see Slide 2.
    1. ~10% of the public transport market in Poland is privatized.

Electric buses

Won another tender

    1. EBITDA refers to operating profit before depreciation and amortization.
    1. Forward-looking information see Slide 2.

Growth Drivers

Growth Drivers

Won a Significant tender in Krakow expected revenues of NIS 1.4 billion over the next decade5

Expanding activity competing in additional tenders

Expected revenue of NIS 1.2 billion for 12 years5

Egged Travel & Tour

The Largest Transportation Company in Israel with ~300 Buses

Growth Drivers1

• Strategic Acquisitions

• Implementation of Business Plan to Drive Efficiency, Optimize Subcontractor Utilization, and Expand into Additional Market Segments

74

  1. EBITDA refers to operating profit before depreciation and amortization. 2. Forward-looking information – see Slide 2.

Additional Activities: Light Rail

Tevel – An Egged Subsidiary (51%) Operates the Red Line in the Tel Aviv Metropolitan Area1 For a ten-year period, starting August 2023, with an extension period option

NIS ~159 million 2024 Revenue

90 Carriages: 45 trains in total

34 Stations including 10 underground

Highway 5 Expressways

Passed PQ phase for planning, construction and operation of Highway 5 expressway system

(Joint Partnership)

24km Total track length

110,00 Daily passenger volume

Mass Transit Consortium Future Tenders

Additional Light Rail Lines

20

Move

Won Two Additional Light Rail Lines Tenders

To Operate the Tel Aviv Metropolitan Green and Purple Lines1

Move

    1. Forward-looking information see Slide 2.
    1. Revenue Throughout Contract Duration (Trial Period and Operational Period, Excluding Option Extension) according to tender terms and subject to required guarantees, an operating agreement will be signed for a 10-year period starting from Purple Line launch, with NTA option to extend up to 10 additional years for both lines or individually.
    1. Operational Timeline and Scope A trial period of 30 months for the Purple Line and 45 months for the Green Line will precede full operations. Egged Holdings will also manage public service centers, 4 underground stations, control centers, and additional facilities during the operational period.

Real Estate Platform

Significant potential for value appreciation

NIS ~1.2billion Fair value

Growth

Drivers

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

~390dunams of land area

24 Prime location properties

Real Estate Separation from Transportation into a Dedicated Specialized Company

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 Tunnels Keystone Holdings: 21.3 %

Increased Profitability Due to Revenue Mix Optimization

  1. In March 2025, Keystone and Egged signed a Memorandum of Understanding to sell all the company 's shares in Drive to Egged, based on Drive 's valuation, according to Keystone 's financial report as of December 31, 2024, subject to adjustments.
Valuation Summary:
31.12.24
In NIS
millions
Company value 489.1
Keystone share
(21.3%)
104.3
Discount rate
(WACC)
10.1%

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 )

23

Eranovum1

Strategic deployment of charging stations in key locations in Europe

Keystone Holdings: 49%

Active charging points ~ 875 in Spain and the rest in Belgium and France

Growth Drivers

Focus on revenue growth in electric vehicle demand areas

1,400

Charging points under signed agreements in Spain and Belgium

Additional charging points in France upon winning a significant tender

Valuation Summary:
31.12.2024
In NIS millions
Company value: 452
2
Keystone share (49%)
224
Discount rate (WACC) 17.75%

  1. Data rounded and current as of December 31, 2024. This slide contains forward-looking statements; see slide 2.

  2. The official Euro exchange rate as of December 31, 2024 was 3.796.

  1. Keystone will provide loans to finance 40% of the equity and guarantees required in connection with the award of the tender winning the power plant construction tender. After the plant begins operations, the company may convert a portion of the loans to group ownership rights, representing 40% of equity rights and 49% of voting rights, subject to required regulatory approvals.

    1. Return calculation based on investment cost, actual cash flows received through December 31, 2024, and projected future cash flows. Forward-looking information; see slide 2 above.
    1. ROI calculation based on total cash inflows since the acquisition date relative to total acquisition cost, as of December 31, 2024; total return sum of cash inflows plus fair value relative to total acquisition cost as of December 31, 2024 (for Income-Generating assets).

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

Keystone Valuation Components (in NIS millions)
31.12.24
Triple-M (approx. 38.19%) 373 2023 2024 2023 2024
Loan value to G.P. Global and A.Y.H. Paris 53
Market value of G.P. Global (approx. 10.6%) 35
Total: 461 The decrease in revenue and EBITDA is mainly due to
planned major maintenance in period4.
Power Plant Discount rate (Re) 9.6% IPM Beer Tuvia

  1. Keystone's Indirect Holdings

  2. The plant's production license allows increasing bilateral sales at the expense of the availability component, under specific conditions defined in the production license

15% From the supplier

Bilateral sales to private

customers2

  1. EBITDA - Operating Profit Before Depreciation and Amortization

  2. Major maintenance began on February 15, 2024 and concluded on May 5, 2024, 37 days later than originally planned

Ramat Hovav Power Plant

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

Improvement in results mainly due to enhanced operational regime

Hagit Power Plant

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

The increase in revenue is due to increase in generation

Valuation Summary
(in NIS millions)
31.12.24
Ramat
Hovav
Hagit
Equity Holdings
Value
341 104
Loan Value 26 26
Total 367 130
Discount Rates -
Equity
10.5% 12%
Discount Rates - 7.3% 6.8%-8.4%

Power

  1. EBITDA - Operating Profit Before Depreciation and Amortization

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

Signing of a binding agreement for the acquisition of approximately 20 MW of solar PV systems, which constitutes the first stage in the acquisition of a 107 MW 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

Sunflower Poland elimination of the black electricity price cap Backlog of solar PV projects with integrated storage and standalone storage in initial initiation and development stages

The decrease in revenue stems from reduced income in Israel due to the sale of solar facilities, which generated Sunflower a profit of 21.5 million NIS, partially offset by revenue growth from Poland

The increase in EBITDA is primarily due to higher gross profit in Poland resulting from the

Green

30

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

Valuation Summary (in NIS millions)
Company value: 146
Keystone share (50%) 73
Discount rate (WACC) 8%

    1. Data presented at 100% per management reports. EBITDA Operating profit before depreciation and amortization. In 2023, EBITDA included a proportional share of the settlement agreement with the government relating to the first half of the year only.
    1. Return calculation based on investment cost, actual cash flows received until the report data and projected future cash flows. Forward-looking information; see slide 2 above.
    1. ROI calculation based on total cash inflows since the acquisition date relative to total acquisition cost, as of December 31, 2024; total return sum of cash inflows plus fair value relative to total acquisition cost as of December 31, 2024

32

Cinturion

Communication Keystone Holdings: 30%

Optic Fiber System Installation Project Spanning 20,000 km, in initiation stage1

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.

Comprehensive Value Strategy

Balancing growth, stability and Shareholder Returns

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