Haifa - Nazareth LRT line “NofIT” North of Tram PQ Conference September 7th, 2020 Agenda

1. Trans Israel - who we are 2. Project Presentation • Influential parameters • The Project's Scope • Procurement approach • General time-frame 3. PQ Tender issues • Professional Requirements • Financial Requirements Introduction

The information presented today, including in this presentation, is not exhaustive and only partially conveys the PQ information.

Participants are encouraged to raise any query by way of Requests for Clarification according to the instructions of the Invitation.

In the event of any discrepancy between the presentation and the Invitation or the Tender Documents, the provisions of the Invitation and Tender Documents shall prevail. Who we are

Presented by: Mr Dan Shenbach CEO, TRI Who we are TransIsrael Ltd. is a government company established in 1993. Its initial task was to promote the construction of the Cross-Israel Highway – , the largest highway across the state of Israel, as a PPP project. This highly complex project was recognized and awarded accolades for its innovative solutions. After successfully procuring and implementing Highway 6 as a BOT project and the first toll road operated in Israel, the Government of Israel extended the authority of TRI to supervise additional transportation infrastructure projects, and as the implementing authority supervising the operation and maintenance of all Toll Roads. Highway 6 continues to be developed and extended. The northern sections have recently become operational as additional toll roads. Today we serve as a leading government company for building complex national infrastructure initiatives and projects in 4 areas across the country: Roads (new and upgrading of roads, interchanges and bridges) Toll Roads (PPP projects and supervision of the operation and maintenance of all Toll Roads currently operating in Israel) Trains (LRT) Public Transport and Mass Transit (dedicated fast lane operating as a toll lane and parking lots for public using the shuttle service to the Center of Tel-Aviv) TransIsrael – the scope

TRI

PPP Mass Highways Trains/LRT Concessions transportation "NofIT" PROJECT Presented by: Mr Alex Gurevich TRI, Head of Control & Integration Department Project Geography

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4 North of Israel

The Church of the Annunciation Baháʼí Gardens

also referred to as the Basilica of the The Terraces of the Baháʼí Faith, also Annunciation, is a Latin Catholic Church known as the Hanging Gardens of in Nazareth, in northern Israel. It was , are garden terraces around the established over the site where the of the Báb on in Catholic tradition holds to be the house Haifa, Israel. The gardens rest in the of Virgin Mary, and where angel Gabriel neighborhoods of Wadi Nisnas and appeared to her and announced that Hadar HaCarmel. They are one of the she would conceive and bear the Son most visited tourist attractions in Israel. of God, Jesus – an event known as the Annunciation.

Mount Precipice Haifa Beaches The mount is located just outside the Haifa has been blessed with beaches that southern edge of Nazareth, 2.0 km have been developed and enjoyed the most in southwest of the modern city center. the eastern basin of the Mediterranean Sea. It is believed by some to be the site of The beaches include swimming beaches and the Rejection of Jesus described in the promenades, ports, and open spaces that Gospel of Luke. According to the story, spread out from Kiriat Haim in the north the people of Nazareth, not accepting until Dado Beach in the south. Jesus as Messiah tried to push him from the mountain, but "he passed through the midst of them and went away". Haifa-Nazareth LRT – Main Population Areas

Krayot area Population of 310,000

Haifa-Nesher Population of 315,000

Nazareth group area Population of 315,000 Future development plans

Haifa: Shefar'am: •"Innovation Bay" - large scale Plan for establishing a commercial development of Haifa naval port area. center near the Somekh junction. •Development of Haifa airport.

Bir Al-Maksur: A plan for establishing Kiryat Ata: commercial areas, near the northern parking lot. Construction of new neighborhoods along the route of 14,000 housing units Establishment of a hospital and university, alongside commercial and employment areas.

Nof Hagalil: Construction of residential and commercial complexes, commercial areas and employment.

Nazareth: Business & Tourist development By 2040, the Haifa metropolitan population will grow by 40%. About 1.5% per year

Employment in the same area will increase by 60% at that time About 2.2% per year

* According to the current forecasts and estimates The Solution

Development of the Reducing road congestion Easy and fast Northern Region direct travel

Modern, reliable and environmentally friendly transportation The Project Route

Interurban Segment Approx. 29 km 9 Stations

11 Stations Urban Segment Approx. 12 km Facts & Figures

RouteRouteRoute Length Length Length EstimatedEstimatedEstimated Travel Travel Travel Time Time Time RollingRollingRolling Stock Stock Stock Fleet Fleet Fleet 41 km4141 km km 50 minutes50appx.50 minutes minutes 50 minutes 32 323230-40

StationsStationsStations MaximumMaximumMaximum Speed Speed Speed DepoDepoDepoDepot, & OCC & &OCC Control OCC Center 19apx.19 2019 100100up km/h100 to km/h 100km/h km/h 3 stabling3 stablingand3 stabling 2-3 points stablingpoints points points

MaximumMaximumMaximum Headway Headway Headway BridgesBridgesBridges & roadway & &roadway roadway structures structures structures PollutionPollutionPollution Level Level Level 4-104-154 -minutes415-15 minutes minutes 30 3030 0%0%Low0%

DemandDemandDemand Forecast Forecast Forecast AuthoritiesAuthoritiesMunicipalitiesAuthorities & & & PowerPowerPower Traction Traction Traction 100100K 100passengers/dayK Kpassengers/day passengers/day MunicipalitiesMunicipalities10Municipalities number number number ElectricalElectricalElectrical AboveAboveAbove 50 50 50

* The data is an estimation only, which will be updated according to the design towards the PPT tender LRT Haifa – Nazareth Project’s attractiveness

The Haifa-Nazareth Light Railway Line project is a key strategic national mega project spearheaded by Trans Israel. It was announced by the government as a national infrastructure project and granted statutory approval (National Infrastructure Plan 56) Aligned with the governmental policy of Promoting public transportation in Israel Strengthening the peripheral areas by connecting them to metropolitan centers Investment in developing Israel's northern region and developing the Galilee Making employment centers accessible and stimulating economic growth Situated in growing and developing region Single line (vs. complex network) A project of great financial and technological scope, involving a variety of unique engineering works High Level procurement strategy and allocation of SOW between the public and private sectors

On August 11, 2016, the Government of Israel issued Decision No 1838, a multi-year investment plan for the development of public transportation in metropolitan areas, including the development of a mass transportation system in the which will include a light railway line (Tram-Train) between Nazareth and Haifa

According to the Government decision the project’s procurement strategy and SOW will be allocated between the Public and Private sectors as detailed below:

Public Sector Works (Turn key) Private Sector Works (PPP) Phase B Works – Infra 2 works Phase A Works – Infra 1 works include all works not included under Infra include detailed design, civil engineering 1 works: installation of LRT systems, and ancillary works, land acquisition and construction of tracks , procurement of expropriation, utilities coordination and rolling stock, commercial operations and relocation and all related works maintenance of the project Infra 1/Infra 2 split, Project Status

Presented by: Mr Koby Rosenberg PMC Infra 1/Infra 2 split – At grade typical section

Main Infra 1 Works : Earthworks Soil Replacement – 1.0 m Utilities relocations Structural Elements Drainage Outlets All Highways Works

Main Infra 2 Works : Infra 2 Infra 2 Sub-Base Layers Track bed Super-Structure Track Bed Drainage Multi-Tubular Infra 1 Infra 1 Catenary Signalling Infra 1/Infra 2 split – Typical viaducts

Main Infra 1 Works : Earthworks Utilities relocations Structural (foundations, piles, deck) Drainage Outlets Multi-Tubular OCS Foundations

Main Infra 2 Works : Sub-Base Layers Track Track Drainage OCS poles Signalling Main statutory Status

NIP 56 (TATAL 56): The overall planned route has been approved as part of the National Infrastructure NIP 56

PHP 1025 (TAMAL 1025): Along 781 urban route, in “Kiryat Ata North” has been approved.

NIP 56B (TATAL 56B): A Statutory plan for multiplication of the Coastal ISR Line has been submitted and is being reviewed. The project status

Stakeholders nomination Land Availability & Infra 1 works PPP Tender

PMC: Dana-Idom Expropriations PQ Publication

Section Managers (Infra 1): Utilities coordination & relocation Design for PPP Hapat, Etgar Eng., Epstein, iStern tender Infra 1 early works Designer: Ineco-Yenon Infra 1 Frame tenders LRT Advisor: WSP

SISA: Ricardo Expected Schedule

Q2/2020 30/9/2020 Q4/2020 Q1/2021 Q2/2021 Q2/2022 Publication Request for PQ Submission PQ Short RFP PPP Successful of invitation clarification List Tender bidder nomination

1 2 3 4 5 6 PQ Tender issues Professional Requirements

Presented by: Ms Galia Scherf Shmuel Adv., SVSM Tender Process

Prequalification Process - Compliance with PQ Requirements Pass/Fail

Announcement of Eligible Participants Formation of a Single Purpose Company Tender Selection Stage – Technical and Financial Proposals

Successful Bidder Participant

Group of up to 5 Single Entity Members

Each Member is a single Entity committed to Anticipated Holdings

May include Financial Entities as Members: 1. Private Investment Funds 2. Institutional Investors 3. Investment Entity Professional PQ Requirements:

1. Design and Installation of Systems 2. Design and Installation of Signaling Systems 3. Design and Construction of Track-Way 4. Rolling Stock 5. Project Execution, Management and Organization 6. Maintenance 7. Operation Design and Installation of Systems Lead Contractor (responsible for the execution of the works, material, labor, equipment and services, management and coordination, including by subcontractor and sub-suppliers) Completion [1] during period commencing 1/1/2008 until Submission Date Design [2] and Installation [3] Systems Power supply and distribution Overhead catenary Low voltage systems At least 3 Rail Projects (LRT/Metro/Heavy Rail) Minimum length and accumulative length requirements for twin track or greater At least 2 Rail Projects have been Commercially Operating [4] for 2 consecutive years

1. The delivery of the referenced project to the client, or the commencement of its operation in accordance with its intended use. 2. The execution of any stages of the design process which culminate with the last phase of the design process and include all elements necessary for the execution of a referenced project, without the need for any additional studies or further development of the design. 3. Procurement, supply, integration, installation, testing, commissioning and Completion. 4. A Rail Project which is operational, providing transportation services to members of the public. Design and Installation of Signaling Systems

Lead Contractor Completion during period commencing 1/1/2008 until Submission Date Design and Installation Electronic signaling systems At least 3 Rail Projects (LRT/Metro/Heavy Rail) Minimum length and accumulative length requirements Line of Sight Driving [1] Automatic Train Protection [2] At least 2 Rail Projects have been Commercially Operating for 2 consecutive years

1. A driving mode where the driver is in control of the vehicle and is able to stop the train within his sighting distance. 2. A system that monitors the speed of a train relative to the permitted speed at any given location, which can automatically warn the driver and apply the train brakes when excess speed is detected. Design and Construction of Track-Way

Lead Contractor Completion during period commencing 1/1/2008 until Submission Date Design and construction Track-Way [1] At least 3 Rail Projects (LRT/Metro/Heavy Rail) Minimum length and accumulative length requirements Minimum requirement for ballast-less Minimum double track requirements At least 2 Rail Projects have been Commercially Operating for 2 consecutive years

1. A fixed track system which provides support and guidance for rail vehicles carried on flanged wheels. Rolling Stock Experience

Manufacturer Delivery of at least 150 Vehicles during period commencing 1/1/2005 until Submission Date Vehicles [1] have been Commercially Operating for 2 consecutive years At least 30 LRTVehicles with Low or Partial Low Floor [2] Declaration of capability of compliance with EU Standards in the HN LRT Project

1. Self-propelled light rail or metro passenger cars with a minimum length of twenty-five (25) meters and a minimum capacity of thirty (30) seats and one hundred and fifty (150) standing passengers. 2. A Light Rail Vehicle that provides complete step-free access to the stop platform at a nominal height of no more than 350mm above rail level and in which the interior of the vehicle is either accessed without any steps or is at least partly accessed without any step. Project Execution, Management and Organization

Lead Contractor Completion during period commencing 1/1/2008 until Submission Date At least 2 Infrastructure Projects [1] Minimum Contract Value [2] of NIS 750 million Aggregate Contract Value of at least NIS 2 billion

1. A project for the Design and construction of a large-scale infrastructure project, including any of the following: a Rail project, a highway project, a desalination facility, a tunnel, a hospital, a power generation facility, a port, an airport, any other transportation system; or any other project having received pre-approval from the Tender Committee as constituting such within the framework of an Addendum follow a Request for Clarification from the Candidate. 2. The total amount of all payments which were paid to the Entity which executed the referenced contract, pursuant to that specific referenced contract, excluding VAT, indexation and interest.

Clarification: The Experience Provider may rely upon a Completed section of an Infrastructure Project, which section in itself complies with the requirements of an Infrastructure Project and which section Contract Value is at least NIS 750 million. Maintenance Experience Lead Contractor At least 5 consecutive years commencing 1/1/2015 Up to 3 LRT or Metro Projects Minimum length and accumulative length requirements for twin track or greater Maintenance of Track-Way and Systems At least one project includes Maintenance [1] of at least 20 Vehicles At least 30 Vehicles in the aggregate At least 1 Depot [2]

1. To maintain an asset in a specific condition, by preventative, repair and replacement measures, so that it is able to perform a specific service in accordance with its intended use. 2. A facility for light and heavy maintenance, washing plant and stabling facilities for Rail Project vehicles (in one location or in several separate locations). Operation Experience Lead Contractor (responsible for the execution of the works, material, labor, equipment and services, management and coordination, including by subcontractor and sub-suppliers) At least 5 consecutive years commencing 1/1/2015 At least 1 LRT or Metro Project consisting of at least 15 km. or at least 20 Stops [1] At least 1 LRT or Metro Project includes operation of at least 30 Vehicles At least one at grade section with LOSD Minimum aggregate ridership requirements

Operation Experience Provider has 2 alternatives in the HN LRT Project: 1. Serve as the O&M Contractor 2. Bus Operator shall serve as the O&M Contractor and Experience Provider shall enter into service agreement with Bus Operator.

Alternative shall be chosen in the Tender Selection Stage.

1. The points along an LRT or Metro Route (at grade or underground), with a dedicated platform for passengers to board and alight from vehicles, and all necessary facilities and structures, including the relevant sub-systems. For the avoidance of doubt: (a) a pole or a sign shall not be considered a “Stop” for the purpose of this definition; and (b) multiple platforms located at the same location (such as parallel platforms), will be counted as a single “Stop”. Experience Provider

Not required to be a Member

Responsible for the execution of the applicable part of the Works jointly and severally with the Participant

1 or 2 Experience Providers in PQ Stage (except in Rolling Stock Experience)

May rely on the experience of a Supporting Entity Supporting Entity

SPV Experience Provider must have had at least 24% Effective Holdings in SPV All SPV Entities jointly and severely responsible for the works

Subsidiary (various compositions)

Not required to be responsible for the execution of the applicable part of the Works Form of Submission

Declarations within PQ Forms

Tender Committee may rely on further information requested from the Candidate or any 3rd party

Additional information may be by way of presentations, declarations, project documents, employer’s certification, etc. Advisors to the Tender Committee - Avoidance of a Conflict of Interests

List of TRI Advisors published with Invitation List of entities. If individuals are listed – prohibition applies only to these individuals, including if employed by other entities. If no individuals are listed – prohibition applies to any and all employees of the listed entity Prohibited from advising a Participant of the HN LRT Project or other TRI projects without permission of the Tender Committee Submission of requests by deadline for submission of RFCs Notification of prior, current or future known engagements, including of Participants’ Affiliated Entities[1] The obligations of the Participants do not derogate from the obligations of TRI Advisors themselves under their own engagements with TRI, in respect of avoiding any conflict of interest

[1] In respect of a particular Entity (“Entity X”), an incorporated Entity which exercises Control over Entity X, or is under common corporate Control with Entity X, or is Controlled by Entity X. PQ Tender issues Financial Requirements

Presented by: Mr Barak Kirschner Financial Advisor, BLK Financial Pre-Qualification Requirements – Financial Threshold Requirements

The requirements of the financial threshold are divided as follows:

The Member which is not Member which is a Additional Participant a Financial Entity Financial Entity requirements

Private Reporting according Participant’s Weighted Average Investment Fund to an approved Weighted Turnover Operating Cash Flow accounting standard Institutional Investors Securing Finance for an Minimal Equity No Going Concern Infrastructure Project Requirement Investment Entities Participant’s Weighted Turnover

Participant's Composition Minimal Turnover Required (in NIS)

None of the Members of the 1,200 million Participant’s Participant are Financial Entities Weighted Turnover 1,200 million multiplied by the One or more of the Members of the Anticipated Holdings of all Members Participant is a Financial Entity which are not Financial Entities

i=n "Participant’s Weighted Turnover"= ATO iXHSi i=1

ATOi=Member (i)’s Weighted Average Turnover∑ HSi = the Anticipated Holdings of Member (i) in the Participant n= the number of Members in the Participant Member’s Weighted Average Turnover

3 Latest Financial For: (i) any Member in the Turnover Statements Participant which is a Financial Entity; and (ii) any Member in the 3XTO + 2XTO + 1XTO Participant whose Anticipated ATO = c c-1 c-2 i 6 Holdings in the Participant are lower than 10% – the Member’s TOc=Member (i)’s annual turnover for year "c“ Weighted Average Turnover shall c = most recent annual Financial Statement, be deemed as Zero (0) which is not earlier than 2019 Weighted Average Operating Cash Flow (1)

Cash Flow from 3 Latest Financial Operating Activities Statements

Weighted Average Positive or equal Operating Cash Flow to zero

Weighted Average 3XCF + 2XCF + 1XCF = t t-1 t-2 Operating Cash Flow 6

CFt = Operating Cash Flow for year "t" t = the most recent Financial Statement, which is not earlier than 2019 Weighted Average Operating Cash Flow (2)

3XCF + 2XCF + 1XCF ABS [ t t-1 t-2 ]/E<25% 6

OR

ABS [CFt ]/E<25%

CFt = the Operating Cash Flow of year "t" E = the equity of said Member on the last day of its most recent annual Financial Statement, which is not earlier than 2019 t = the most recent annual Financial Statement,which is not earlier than 2019 Minimal Equity Requirement

Most recent annual Financial Statement, Equity which is not earlier than 2019

Minimal Equity NIS four (4) million, for each one percent (1%) Requirement of its Anticipated Holdings in the Participant Securing Finance for an Infrastructure Project

At least one of its Members (or Guarantor thereof) was party to External Financing agreements which were executed (signed) no earlier than 1 January 2010, for at least two (2) Infrastructure Projects, and that at least the first drawdown of External Financing funds for each referenced project was executed before the Pre- Participant Qualification Submission Date. The amount of External Financing for is required to each referenced project shall not be less than NIS 750 Million demonstrate A Member (or Guarantor thereof) may demonstrate compliance with the requirements of this Section 5.4 by relying on the experience of a Supporting Entity which is an SPV, if the Member (or Guarantor thereof) had Effective Holdings of twenty percent (20%) or more of all Means of Control in the SPV. Private Investment Fund

1. *Assets under **Last day of the 2. Submission of statement most recent Financial signed by its General Partner Management Statements or Fund Manager, detailing the amount of Assets under Management managed by Assets under At least NIS 1,000 the General Partner or Fund Management million Manager

** Most recent annual Financial Statement, which is not earlier than 2019. In the event that the Private Investment Fund was incorporated in 2020, it shall submit its most recent Financial Statement in order to demonstrate the above requirements with respect to Assets under Management, even if said Financial Statement relates to only part of a year.

*  For the avoidance of doubt, in the event that Assets under Management were transferred between funds managed by the same General Partner or Fund Manager, such Assets under Management may only be presented and counted once Institutional Investors

At least NIS 4 million 1. for each one percent Equity (1%) of its Anticipated Holdings in the At least NIS 125 Participant 2. million for each one assets under percent (1%) of its management Anticipated Holdings in the Participant

Most recent annual Financial Statement, which is not earlier than 2019 Investment Entities

no less than NIS 1. 12 million for each 2. As of the Pre-Qualification Submission Date, it has Equity one percent (1%) of made investments in Anticipated Holdings Infrastructure Projects or in the Participant in companies/initiatives in the infrastructure sector in an amount which is not less Most recent annual Financial Statement, than NIS 250 million. which is not earlier than 2019 No Going Concern

Each Participating Entity (Member, Guarantor and Experience Provider) shall demonstrate that it is not under any voluntary or involuntary bankruptcy process (liquidation or reorganization), or receivership, or commencement of a similar insolvency proceedings, and its most recent Financial Statement, which is not earlier than 2019, does not include any Going Concern notice Accounting Standards

Israeli GAAP Germany IFAD GAAP

US GAAP (published by the FASB) South Korea K-IFRs

International Financial Reporting Standards Australian GAAP (IFRS)

China Accounting Standards (CAS) French GAAP

Chinese ASBE UK GAAP

Hong Kong FRS Ind AS 101 Standard

Japanese GAAP Reliance on a Guarantor Each Member which is not a Financial Entity, may demonstrate compliance with the Financial Pre- Qualification Requirements by relying on a Guarantor, provided that the Guarantor itself complies with all Financial Pre-Qualification Requirements, and provided that both the Member and its Guarantor comply with the requirements under Section ‎3.5 (Participation – General Requirements) above For the purpose of determining a Guarantor’s compliance with all Financial Pre-Qualification Requirements in the event that the Guarantor is also a Member of the Participant, the Anticipated Holdings of such Guarantor in the Participant will be deemed to include all Anticipated Holdings of the Member(s) seeking to rely on such Guarant A Member which is a Private Investment Fund may demonstrate compliance with the Financial Pre- Qualification Requirements specified in Section‎ 5.4 (Securing Finance for an Infrastructure Project) by presenting and relying on referenced Infrastructure Projects in which the External Financing was obtained by a different Private Investment Fund, provided that both the Member and the Private Investment Fund which obtained the External Financing for the referenced Infrastructure Projects have the same General Partner or Fund Manager

“Guarantor” shall mean a Member (which acts as a Guarantor for another Member); or an Entity which Controls a Member You’re welcome to join us!

Please submit your questions by way of Requests for Clarification according to the instructions of the Invitation http://lrt.transisrael.co.ilי:PQ Site