Slides
Page 1
Kelsian Group Limited 2026 Annual General Meeting of Shareholders 27 October 2026 10:00am (Adelaide time)
Page 2
Basis of Preparation, Forward Looking Statements & Disclaimer This document has been prepared by Kelsian Group Limited (ACN 109 078 257) (‘Kelsian Group’ or the ‘Company’). No party other than Kelsian Group has authorised or caused the issue of this document, or takes responsibility for, or makes any statements, representations or undertakings in this document. 1. Presentation of general background: This document contains general background information about Kelsian Group’s proposed activities current as at the date of thi s document (‘Information’). It is Information in a summary form only and does not contain all the information necessary to fully evaluate any transaction or investment. The material contained in this document may include information derived from publicly available sources that have not been independently verified. 2. Not investment advice: The Information provided in this document is not intended to be relied upon as advice to investors or potential investors and is not and should not be considered as a recommendation or invitation to invest. To the maximum extent permitted by law, the Company and its directors, officers and employees do not accept any liabilit y for any loss arising from the use of information contained in this document. 3. Financial data: All dollar values are in Australian dollars (A$) unless otherwise stated. 4. Basis of Preparation: Information in this document is provided as at the date of this announcement unless specified as otherwise. Kelsian Group’s f inancial results are reported under International Financial Reporting Standards (“IFRS”). This document may include certain non-IFRS measures including ‘underlying’ or ‘normalised’ results, which ar e used internally by management to assess the performance of the business. Non -IFRS measures, and any statements relating to FY26 have not been subject to audit or audit review. 5. Future performance: This presentation contains certain forward-looking statements and references which, by their very nature involve inherent risks and uncertainties. The words ‘anticipate’, ‘believe’, ‘expect’, ‘project’, ‘forecast’, ‘estimate’, ‘likely’, ‘intend’, ‘should’, ‘could’, ‘may’, ‘target’, ‘plan’ and other similar expressions are intended to identify forward- looking statements. Indications of, and guidance on, future earnings and financial position and performance are also forward-looking statements. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors, many of which are beyond the control of Kelsian Group, and its directors, officers, employees, advisers and agents, that may cause actual results to differ materially from those expressed or implied in such statements. Actual results, performance or outcomes may differ materially from any projections and forward-looking statements and the assumptions on which those assumptions are based. You should not place undue reliance on forward-looking statements and neither Kelsian Group nor any of its directors, officers, employees, advisers or agents assume any obligation to update such information. Kelsian Group does not undertake any obligation to publicly release the result of any revisions to these forward- looking statements or to otherwise update any forward-looking statements whether as a result of new information, future events or otherwise, after the date of this document. 6. Forward looking: All forward looking statements in this document, including without limitation FY27 expectations and earnings guidance, remain subject to no material change in economic conditions, trading conditions, domestic tourism, labour availability, currency exchange or interest rates. 7. FY27 Outlook and Estimated Information: Estimates of FY27 capex, depreciation and interest expense have been determined using Kelsian Group’s annual business planning and budgeting processes. FY27 capex, depreciation and interest expense estimates assume: (a) no material changes to costs, timing, profile or scope of Kangaroo Island (‘KI’) v essel builds and infrastructure construction schedules; (b) no material changes in costs or delays in delivery of bus and motorcoach fleet orders or purchase contracts; (c) no material changes in costs for facility development or maintenance costs; (d) no changes in planned maintenance schedules or fleet replacement plans; (e) no new property acquisitions; (f) no material change in scale or nature of operations in any location across the Group (other than t he divestment of the Tourism Portfolio); (g) no material additional services contracts or material changes in scope of existing services; (h) no material acquisitions, disposals or investment transactions (M&A) (other than the divestment of the Tourism Portfolio); and (i) no change in exchange rates or interest rates. Depreciation estimates are based on capital spend, accounting treatment expectations from current commitments and planned maintenance as at 27 October 2026 and subject to change due to future events or variables. For further information regarding the Tourism Portfolio, refer to Kelsian ASX announcements dated 2 April 2025 and 24 February 2026 for a list of businesses comprising the 'Tourism Portfolio'. This was subsequently updated by the ASX release of 26 August 2026 and the ASX release of 30 September 2026 confirming completion of the Tourism Portfolio divestment. Authorisation: Approved and authorised for release via the Australian Securities Exchange on 27 October 2026 by Graeme Legh, Managing Direct or and Group Chief Executive Officer, Kelsian Group. Address: Level 3, 26 Flinders Street, Adelaide, South Australia 5000 Disclaimer
Page 3
Kelsian Group Board and Auditor Fiona Hele Chair and Independent Non-Executive Director Diane Grady AO Independent Non- Executive Director Terry Dodd Independent Non- Executive Director Jackie McArthur Independent Non- Executive Director Caroline Elliott Independent Non- Executive Director Terry Sinclair Independent Non- Executive Director Graeme Legh Group Chief Executive Officer Michelle Evans Group Chief Legal and Risk Officer and Joint Company Secretary Andrew Muir Group Chief Financial Officer and Joint Company Secretary Nigel Stevenson EY Auditor
Page 4
Chair Address 2026 Annual General Meeting of Shareholders Fiona Hele
Page 5
Group CEO Address 2026 Annual General Meeting of Shareholders Graeme Legh
Page 6
Leading global multi-modal transport operator AUSTRALIA ______________________ Largest multimodal bus and ferry operator UNITED STATES OF AMERICA ______________________ 2nd largest motorcoach operator SINGAPORE ______________________________ 3 rd largest public transport bus operator Operate a portfolio of people transport service contracts providing essential customer journeys Over 90% of revenue contracted or non- discretionary in nature Highly scalable platform positioned for further growth Land transport operations Marine transport operations2 Multimodal transport operations UNITED KINGDOM & CHANNEL ISLANDS ______________________ UK and Channel Islands franchised bus contracts 1. As at 30 June 2026. Customer Journeys are for the year ending 30 June 2026 2. Marine transport operations including the Tourism Portfolio 13,300 EMPLOYEES 1 384M CUSTOMER JOURNEYS 1 6,317 BUSES 1 122 VESSELS 1
Page 7
FY26 highlights - a record result FY26 Results (twelve months to 30 June 2026)1 • Strong revenue and earnings growth in all geographies, driven by new and existing contract growth and cost indexation • Margin growth despite inflationary pressures,fuel price volatility • Strong operating cashflow and cash conversion • Strengthened balance sheet • Statutory Net Profit After Tax up 16.6% to $63.5m Result demonstrates resilience of business model in an inflationary environment Underlying2 EBITDA $315.8m +10.8% Underlying2 EBIT $155.7m +14.5% Underlying2 NPATA3 $111.1m +17.2% Result at top end of guidance range Leverage within target range Final dividend increased to 10.0 cents per share 3-year Underlying EBITDA CAGR of +25% to FY26 1. All comparative references are to the twelve months ending 30 June 2025 unless otherwise stated. 2. Adjusted for one-off costs associated with acquisition, Tourism Portfolio divestment and Group finance system implementation costs. 3. Net Profit after Tax and before Amortisation. 4. Leverage calculated as LTM Underlying EBITDA, pre-AASB 16 and excluding SPV earnings and indebtedness. Net Operating Cashflow $220.1m +7.3% Leverage4 2.46x 2.74x (Dec-25) Revenue $2,403m +8.8%
Page 8
FY26 overview Strategic & commercial highlights • Signed a two-year contract extension for Sydney Region 6 bus services from 1 July 2026, with improved contract terms • Awarded Liverpool bus contracts validating UK strategy • Acquired South Wales Transportin UK to position for bus franchising opportunities in the region • Awarded new long-term ferry contracts in Auckland, and agreement to acquire Belaire Ferries, establishing a platform for growth • Entered binding agreements for the divestment of the Tourism Portfolio(completed 30 September 2026) Operational overview • Continued strong performance in the USA, including ramp up of industrial employee shuttle services contracts, solid growth in corporate and tech transport services and charter • Operational efficiencies, contract extensions and service growth from existing contracts • Fuel price mitigationin non-contracted businessesand yield management strategiessuccessfully implemented • Mobilisation of new Kangaroo Island ferry contract delayed – mobilisation costs of $3.5m deferred to FY27 Focus on operational excellence
Page 9
24% Improvement in LTIFR, TRIFR improved 23% Zero Significant spills across road and marine 57% Female Board representation Safety & sustainability Kelsian is a people business and the safety of our workforce and customers is our priority 24% Improvement in LTIFR1 Zero Significant spills 67% Female Board representation Responsible Employer & Operator ______________________________________ Enabling Smarter & Cleaner Transport _______________________________________ 454 Zero emission buses across Australia 50% Reduction in Australian Bus Scope 1 intensity by 20352 TARGET ON TRACK 384m Passenger journeys, supporting mode shift Community & Partnerships ___________________________________________ $4.2m Directed to Indigenous suppliers in FY26 Innovate Reconciliation Action Plan delivered Royal Flying Doctor Service partnership 1 Lost Time Injury Frequency Rate 2 50% reduction in Scope 1 carbon emissions intensity against an FY22 baseline
Page 10
Capital Management & Allocation Framework Notes: 1. Maintenance plus replacement capex less proceeds from asset sales. 2. Based on the current steady-state asset portfolio and an illustrative 30-year ‘through-the-cycle’ period on a nominal basis. 3. Assumes current steady-state asset portfolio and corporate tax rates applicable to Kelsian’s operations are . 4. Calculated as underlying EBITA (pre-AASB 16, excluding SPV adjustments) divided by average equity plus average net debt (pre-AASB 16, excluding SPV debt). SPV assets have been excluded from this analysis as their ongoing funding is captured within the SPV structure and is non-recourse to Kelsian. Analysis assumes constant FX rate and that current market settings prevail. 30% for Australia, ~26% for the US, 17% for Singapore and 25% for the UK Certain material adjustments also apply, including relating to receipt of an annual tax rebate associated with Kelsian’s marine shipping incentives. Net debt includes senior debt, finance leases, other loans, and debt relating to government-backed contracted assets, but excludes SPV-related debt. Maintaining a strong balance sheet, facilitating growth and maximising total shareholder returns Cash from operating activities Management focused on maximising cash conversion Net sustaining capex1 Over an investment cycle, average annual net sustaining capex is estimated to be ~$73m, with variability year-to-year Maintain a strong balance sheet Target leverage of 2.0x – 2.5x LTM Underlying EBITDA, pre-AASB 16 and excluding SPV earnings and indebtedness, retaining flexibility to take advantage of attractive organic and inorganic growth opportunities Reliable dividends Dividend payout ratio of 40% – 60% Underlying NPATA Strategic growth investments (organic and inorganic) Aligned to strategy, EPSA accretive and delivering a Return on Invested Capital (ROIC)4 greater than pre-tax WACC after three full years and inclusive of synergies Surplus cash returned to investors Through special dividends, capital returns or buy backs Servicing financial obligations Servicing tax obligations3 Estimated group effective tax rate of 22% – 25% Cash flow supporting capital management framework Growing and optimising shareholder value with surplus cash flow Kelsian is targeting group ROIC4 to be at least 200bps above pre-tax WACC over the medium term
Page 11
8.8% 9.9% 9.8% 10.9% 11.0% FY23 FY24 FY25 FY26 FY26 PF Capital Management & Allocation Framework Recent initiatives and financial results have driven positive progress against all CMAF targets Net capex ($m) Leverage (pre-AASB 16, excl. SPV) (x) Dividends per share (cps) Group ROIC (%)3 Notes: (1) Net Sustaining Capex: Through an investment cycle, average annual net sustaining capex is estimated to be ~$73m, with variability year-to-year. (2) FY26 excluding a full year of Tourism Portfolio and $9.9m ERP adjustment to EBITDA in line with 30 September 2026 disclosure calculations and net debt reduced by $140m in proceeds. (3) Calculated as underlying EBITA (pre-AASB 16, excluding SPV adjustments) divided by average equity plus average net debt (pre-AASB 16, excluding SPV debt). Underlying EBITA has not been pro forma adjusted for acquisitions or new contracts. (4) Pro forma exclusive on tax payable on transaction proceeds. Tax is expected to be due and payable in April 2028 and is currently estimated at $12 million. Assumes equity increases by ~$35m, net debt decreased by $140m for the entire LTM period as well as EBITA reduced by Tourism Portfolio earnings. 17.0 17.5 17.5 18.0 65% 51% 50% 44% 20% 30% 40% 50% 60% 70% 80% 10. 0 11. 0 12. 0 13. 0 14. 0 15. 0 16. 0 17. 0 18. 0 19. 0 20. 0 FY23 FY24 FY25 FY26 Total DPS (cps) Payout ratio (%) ~$73m1 Through The Cycle (TTC) annual net sustaining capex post- divestment of Tourism Portfolio vs. ~$85m prior February 2025: Dividend Payout Ratio - target reduced to 40% – 60% underlying NPATA (previously 50 – 70%) 100 149 165 133 73 FY23 FY24 FY25 FY26 TTC Marine Australian Bus International Bus Corporate Historical capex 1 2 4 2.3x 2.7x 2.7x 2.5x 2.2x FY23 FY24 FY25 FY26 FY26 PF Target leverage range Leverage
Page 12
FY27 progress and focus areas 1. Refer to notes 4 to 7 on slide 2 Disclaimer for assumptions and other important notes.FY27 guidance is provided excluding Tourism Portfolio for entirety of FY27 and includes approximately $3.0m of stranded costs 2 Estimated leverage calculated on the basis of Underlying EBITDA, excluding Tourism Portfolio, pre-AASB 16 and excluding SPV earnings and indebtedness, as at 30 September 2026 Q1 FY27 trading in line with expectations • Belaire Ferries acquisition to establish strategic platform in New Zealand. Auckland Transport ferry contracts commence July 2027 • Mobilising new contracts in Liverpool, UK • Preferred bidder for two franchise contracts in West Yorkshire, UK • Continued USA growth momentum including commencement of a new data centre contract in Texas • Bankstown rail replacement services expected to conclude in November • No change to FY27 guidance1 for Underlying EBITDA of between $295m - $310m assuming no significant deterioration in operating environment Successful completion of Tourism Portfolio divestment • Gross cash proceeds of $149.9m. Strengthened balance sheet, pro forma leverage reduced to ~2.0x (as at 30 September 2026)2 • Kelsian emerges as a more focused global commuter and contracted transport business delivering bus, motorcoach and marine transportation services with low earnings exposure to fuel price volatility Foundations in place for a strong FY27
Page 13
New Kangaroo Island ferries Long-term operating platform to support growth • New landside infrastructure and two new larger vessels • More daily sailings with faster and safer turnaround • 65% increase in vehicle lane length per sailing • Greater operational flexibility through identical design • Improved passenger comfort, accessibility and amenities Phased introduction commenced • Ramp infrastructure upgrades successfully completed (October 2026) • 1st new vessel ‘Wanggami’ commenced operations today • 2nd new vessel ‘Ruwi’ has departed Indonesia and will arrive in Australia in November 2026
Page 14
Kelsian growth pillars Disciplined growth, strong returns, long term sustainable value Growth Philosophy ✓ Disciplined capital allocation Focus on core strengths Deliver sustainable shareholder returns THREE COMPLEMENTARY PILLARS OF GROWTH FY26 Full Year Results 1. PROTECT & GROW CORE MARKETS Strengthen and expand in Australia, USA, UK, Singapore Retain and grow contracted bus and marine services Leverage strong customer relationships and operational excellence Improved existing networks to deliver efficiencies Pursue adjacent opportunities in infrastructure and service innovation 2. INTERNATIONAL GROWTH Scale well positioned international platforms and selectively enter attractive contracted markets Build and grow position in the USA, execute on UK bus opportunities, expand in NZ Target long-term, contracted, defensive earnings in markets with strong fundamentals Leverage operating model and capability to scale efficiently to underpin growth 3. PURSUE STRATEGIC OPPORTUNITIES Targeted, value accretive growth Pursue bolt-on acquisitions that meet strategic and financial hurdles Identify opportunities that enhance capability, scale or geographic reach Recycle capital from non-core assets Our Advantage: Scale, relationships and track record Our Advantage: Proven model, local expertise, global ambition Our Advantage: Balance sheet strength and disciplined approach ◎ ▥
Page 15
Kelsian investment proposition A leading contracted transport business with established growth platforms A more focused global portfolio Defensive contracted earnings Strong cash generation and balance sheet Track record of operational excellence Established platforms with capacity to grow Attractive organic growth pipeline Compelling acquisition opportunities across core markets Macro trends support public transport
Page 16
Kelsian Group Limited Level 3, 26 Flinders Street, Adelaide 5000, South Australia Tel +61 8 8202 8688 Kelsian.com