Keystone Infra Ltd.

Regulatory Filings • Dec 25, 2025

This is an English translation of a Hebrew immediate report of the Company (as defined below), that was published on December 25, 2025 (Reference No.:2025-01-103125) (the "Hebrew Version"). This English version is voluntary and only for convenience purposes. This is not an official translation and has no binding force. In the event of any discrepancy between the Hebrew Version and this translation, the Hebrew Version shall prevail.

25 December 2025

To To Via Magna Via Magna

Israel Securities Authority Tel Aviv Stock Exchange Ltd.

Dear Sir/Madam,

Re: Refinancing of the senior debt for the acquisition of Egged shares

Keystone Infra Ltd. (the "Company") hereby respectfully reports that on 24 December 2025, Keystone Fund – Egged Partnership, Limited Partnership (a corporation ~81.1%-owned by the Company; "Egged Partnership"), entered into a financing agreement with lenders led by Bank Leumi Le-Israel Ltd. (the "Lenders" and the "Agreement", as applicable), for the taking of loans and a loan facility in the sum total of up to ILS 1,750,000,000 for the refinancing of the entire current senior debt and facility for the acquisition of Egged shares, under the conditions specified below:

1. Principal, linkage differentials and interest and the purpose of the loans and the loan facility

• 1.1. The total sum of the principal of the loans and the loan facility is up to ILS 1,750,000,000, according to the following breakdown:
• a. Loans, in a total principal amount of approx. ILS 1,466,500,000, to be used for full prepayment of the entire outstanding balance of the senior debt, as specified in Section 17.5 of the Company's 2024 periodic report, which was released on 27 March 2025 (Ref. 2025-01-021092), the details included in which are incorporated herein by reference (the "Current Financing"), including the expenses entailed by repayment of the Current Financing (including prepayment fees) and arrangement of the new financing;
• b. A facility for additional loans (in lieu of the existing loan facility) in a principal amount of ILS 283,500,000, to be used for the financing of acquisition of the remaining 13.2% of Egged's issued capital in the context of the second (and final) put option that was granted to and exercised by the selling shareholders in the Egged acquisition transaction¹ .
• 1.2. The loans shall be taken on three possible tracks: One track with fixed interest linked to the base bond interest; another track with unlinked interest each plus a margin of 1.5%-2.5% per annum (as of the present time, the shekel base bond interest is ~3.86% per annum and the linked base bond interest is ~1.79% per annum); or a track with variable interest at the Prime interest rate plus a margin of 0.4%-0.65% per annum (as of the present time, the Prime interest rate is 5.75% per annum). The Egged

¹ For further details regarding exercise of the said option, see an immediate report that the Company released on 7 August 2025 (Ref. 2025-01-058540).

2

Partnership has an option to shift between the variable interest track and the other interest tracks. The principal of the loans shall be paid in annual installments from December 2027 until December 2036, according to the payment schedule agreed between the parties. The duration of the loans is between 5.7 and 6.1 years, depending on the interest track.

• 1.3. The interest on all of the loans shall be paid in semiannual installments from June 2026 until the final loan repayment date of each one of the loans (as specified above).
• 1. Fees The Agreement includes the payment of fees as is standard in such agreements, in nonmaterial amounts.
• 1. Financial covenants The Agreement determines financial covenants, non-compliance with which constitutes a breach of the Agreement and grounds for acceleration of the loans thereunder, as follows: A debt service coverage ratio² of no less than 1.1 (will not be measured in 2026); a debt-to-EBITDA ratio³ that does not exceed a maximum ratio of 6.5 (on 30 June 2026 and 31 December 2026), does not exceed 5.5 (on 30 June 2027 and 31 December 2027) and does not exceed 5 from 30 June 2028 (in the relevant measurement periods until repayment of the loans). However, also on a date when the foregoing debt service coverage ratio is not satisfied, no default event shall be established thereby if no other default event has occurred, in a situation where the debt service coverage ratio is no lower than 1 and the debt-to-EBITDA ratio is not higher by 1 than the debt-to-EBITDA ratio required as aforesaid, and provided that on the subsequent test date, the ratios are satisfied as required, plus interest (the "Relief Mechanism"). There is also an option for remediation through the injection of equity by the partners in the Egged Partnership (the "Remediation Mechanism"). The remediation mechanism may be used 3 times throughout the engagement. The Agreement includes restrictions on the consecutive use of the Relief and Remediation Mechanisms.
• 1. Collateral To secure repayment of the loans and the Egged Partnership's other liabilities visà-vis the Lenders, the Egged Partnership undertook to create and provide, in favor of the Lenders, various collateral, primarily a fixed first-ranking pledge and charge, in an unlimited amount, on all the Egged shares and the means of control therein which are held by the Egged Partnership, as well as a fixed first-ranking pledge, in an unlimited amount, on the Egged Partnership's rights in a bank account.

² The debt service coverage ratio is the ratio between: (a) for any 12-month period (as of the test date) – the net income of Egged, after tax, based on its consolidated financial statements, net of capital gains and/or losses not arising from operating activities, and income originating from asset revaluations, after tax, multiplied by the percentage of the shares pledged in favor of the Lenders out of Egged's total issued capital; and (b) scheduled debt service in respect of the credit (principal and interest on the loans) for the subsequent 12-month period.

³ The debt-to-EBITDA ratio is the ratio between: (a) The financial debt of the Egged Partnership, divided by the percentage of the shares pledged in favor of the Lenders out of Egged's total issued capital (on a fully diluted basis), plus Egged's net financial debt; and (b) the EBITDA of Egged. The financial debt of the Egged Partnership is the sum of all the debts and liabilities of the Egged Partnership in respect of credit (including credit facilities) or in respect of loans received from an entity in a related group (excluding subordinated loans as determined in the Agreement) or in respect of amounts raised, net of deposits held in the Egged Partnership's account and pledged in favor of the collateral agent, and the amount of any autonomous bank guarantee provided to the collateral agent to secure the credit amounts. EBITDA is the sum total of the operating income of Egged, based on its standalone financial statements for a 12-month period, plus income depreciation in respect of Egged's subsidy agreement in the amount set forth in the Agreement, and net of investments in the property, plant and equipment, which are paid out of the procurement fund and were recognized as income.

• 1. Grounds for acceleration The Agreement includes grounds for acceleration, as is standard in loan agreements and similarly to the grounds set forth in the Current Financing agreement⁴ .
• 1. Undertakings and other arrangements The Egged Partnership may prepay part or all of the amounts of the loans according to the terms and conditions and against payment of a fee (insofar as applicable, based on the interest track, the source of the prepayment funds and the prepayment period), as specified in the Agreement.

The Agreement includes other standard restrictions and undertakings on the part of the Egged Partnership, similar to those set forth in the Current Financing agreement⁵ , including restrictions on dispositions of assets, the Egged Partnership's being a "special purpose vehicle", reporting obligations, undertakings and representations with respect to Egged and its operations, restrictions on distributions and restructurings, etc.

The Agreement further includes a mechanism which provides for, under certain conditions, a split and hive-up of the real properties of Egged to the Egged Partnership and/or a corporation controlled thereby (such that they shall not be included in the collateral for the Lenders); as well as a split and hive-up of Egged's assets and operations to a corporation controlled by the Egged Partnership, which shall remain part of the collateral for the Lenders.

1. General – The Egged partnership intends to work on completing the refinancing, including repayment of the Current Financing, within a short period of time. Completion of the refinancing is dependent and contingent on provision of the various collateral as specified above, as well as on other preconditions, as is standard in financing agreements, and therefore its consummation is uncertain.

Sincerely,

Keystone Infra Ltd.

⁴ As specified in Section 17.5 of the Company's 2024 periodic report which was released on 27 March 2025 (Ref. 2025-01-021092), the details included in which are incorporated herein by reference.

⁵ See Footnote 4 above.