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Kardan N.V. — Board/Management Information 2015
Aug 25, 2015
6875_iss_2015-08-25_23aa9211-a216-4154-9f85-049dca9c3e38.pdf
Board/Management Information
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KARDAN N.V.: CHANGE IN BOARD OF DIRECTORS
Amsterdam, August 25, 2015 – Kardan N.V., active in Real Estate, Water Infrastructure and Financial Services in emerging markets announces that during today's Extraordinary General Meeting of shareholders Mr. Bouke Marsman was appointed as non-executive member of the Board, replacing Mr. Max Groen who had offered to step down as of today, so that the Board will remain to comprise of nine members, eight of whom are nonexecutive members.
The appointment of Mr. Marsman follows the Debt Settlement - as agreed between Kardan and its Debenture Holders on July 2, 2015 - which included the right of (trustees of) the Debenture Holders to provide the Company with three candidate Board members out of which the Company would select one candidate to be proposed for appointment to the shareholders. Mr. Marsman will serve as a non-executive member of the Board for a term of four years, ending at the end of the Annual General Meeting ('AGM') of shareholders to be held in 2019, or earlier if and when certain relief conditions, as specified in the Debt Settlement have been met. He will also join the Remuneration, Appointment and Selection Committee and will serve as a member of the board of Kardan Land China Ltd. Although Mr. Marsman's nomination stems from a proposal of the Debenture Holders, it is specially noted that he is not a representative of the Debenture Holders and is to act in accordance with the interests of the Company in the same way as the other Board members do.
In order not to increase the number of Directors on the Board, Mr. Max Groen has offered to step down immediately instead of at the end of the AGM of 2016 when his term would end. "Max Groen has been a valued member of the Board of Kardan for over ten years and has served as the Chairman of the Audit Committee during nearly his full tenure. His financial knowledge and experience and his analytical approach have been a valuable contribution to our Board meetings. We want to thank him for his commitment to Kardan over all the past years' states Mr. Peter Sheldon, Chairman of the Board of Kardan.
Mr. Marsman has a master in chemical engineering and an MBA from IESE Business School in Barcelona. He started his career as a business analyst at Arthur D. Little. After this, Mr. Marsman had several positions at McKinsey & Company, lastly serving as Associate Principal. At present, Mr. Marsman is President at Spotzer Media, an internet marketing firm dedicated to providing effective yet affordable internet marketing solutions to small and local enterprises globally.
Mr. Marsman is an experienced business professional who, with his analytical skills and investigative nature, is expected to make a sound contribution to the present Board.
DISCLAIMER
This press release contains forward-looking statements and information, for example concerning the financial condition, results of operations, businesses and potential exposure to market risks of Kardan N.V. and its group companies (jointly "Kardan Group"). All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements (including "forward looking statements" as defined in the Israeli Securities Law). Forward-looking statements are statements of future expectations that are based on management's current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. These forward-looking statements are identified by the use of terms and phrases such as ''anticipate'', ''believe'', ''could'', ''estimate'', ''expect'', ''intend'', ''may'', ''plan'', ''objectives'', ''outlook'', ''probably'', ''project'', ''will'', ''seek'', ''target'', ''risks'', ''goals'', ''should'' and similar terms and phrases. A variety of factors, many of which are beyond Kardan Group's control, affect our operations, performance, business strategy and results and could cause the actual results, performance or achievements of Kardan Group to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. For Kardan Group, particular uncertainties arise, amongst others but not limited to and not in any order of importance, (i) from dependence on external financing with the risk that insufficient access to capital threatens its capacity to grow, execute its
business model, and generate future financial returns (ii) from concentration of its business in Central Eastern Europe and China as a result of which Kardan Group is strongly exposed to these particular markets (iii) from risks related to the financial markets as a result of Kardan N.V.'s listings on Euronext Amsterdam and the Tel Aviv Stock Exchange and (iv) from it being a decentralized organization with a large number of separate entities spread over different geographic areas in emerging markets, so that Kardan Group is exposed to the risk of fraudulent activities or illegal acts perpetrated by managers, employees, customers, suppliers or third parties which expose the organization to fines, sanctions and loss of customers, profits and reputation etc. and may adversely impact Kardan Group's ability to achieve its objectives and (v) from any of the risk factors specified in Kardan N.V.'s Annual Report and in the related "Periodic Report" (published by Kardan N.V. in Israel) published in April, and which is also available at the Kardan website. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the relevant forward-looking statement as expected, anticipated, intended, planned, believed, sought, estimated or projected. Kardan N.V. does not intend or assume any obligation to update or revise these forward-looking statements in light of developments which differ from those anticipated.
About Kardan
Kardan identifies and develops assets in promising emerging markets, mainly in Asia (predominantly China), Africa and selected CEE and CIS countries. Its activities are mainly focused on three sectors that benefit from the rising middle class: Real Estate, Water Infrastructure and Banking & Retail Lending. Company headquarters are in the Netherlands. Kardan aims at holding controlling interests in its investments and is actively involved in the definition and implementation of their strategy through its local business platforms. Total assets as of March 31, 2015 amounted to EUR 1 billion; revenues totalled EUR 49 mn in the first quarter of 2015. Kardan is listed on Euronext Amsterdam and the Tel Aviv Stock Exchange.
For further information please contact:
Caroline Vogelzang Director Investor Relations [email protected] +31 (0)20 305 0010
"This press release contains regulated information (gereglementeerde informatie) as defined in the Dutch Act on Financial Supervision (Wet op het financieel toezicht)"