Kardan N.V. — Capital/Financing Update 2006

Apr 24, 2006

KARDAN

Not for release, distribution or publication into or in the United States, Australia, Canada, or Japan

PRESS RELEASE

KARDAN LAUNCHES EQUITY OFFERING OF UP TO EUR 71 MILLION OF NEW SHARES

Amsterdam, 24 April 2006 – Kardan N.V. (“Kardan”) announces the launch today of an equity offering (the “Offering”) to institutional investors of up to 10 million shares (“New Shares”), which are currently valued at EUR 71 million (USD 88 million), based on the closing price on 21 April 2006. In addition there will be an over-allotment option of up to 15% of the total number of New Shares.

Kardan has been listed on Euronext Amsterdam since July 2003 and engages in three business sectors primarily in the CEE: real estate, financial services and infrastructure. In addition, Kardan is active in the automotive & consumer goods and communications & technology sectors through its group company Kardan Israel.

Kardan intends to use the proceeds received from the Offering for the further development of the infrastructure business from consultancy into asset ownership, for the consolidation of existing businesses and the continuing geographical expansion in emerging markets.

Subscription period

The Offering will comprise of up to 10 million New Shares, which are currently valued at EUR 71 million. The subscription period for the Offering commences on 24 April 2006 and is expected to close on or about 3 May 2006. The issue price and the final number of New Shares are expected to be announced on 4 May 2006.

Syndicate

ING Bank N.V., London Branch (“ING”), will act as Sole Global Coordinator and Bookrunner of the Offering. Kempen & Co N.V. (“Kempen & Co”) will act as Co-lead Manager. Both ING and Kempen & Co will act as underwriters of the Offering.

Over-allotment option and stabilisation

In connection with the placement of the New Shares, ING, on behalf of the underwriters, may over-allot New Shares for which purposes it will be granted an over-allotment option (exercisable until 30 days after the Closing Date) to subscribe additional new shares in the capital of Kardan up to 15% of the total number of New Shares (“Over-allotment Shares”). The New Shares and the Over-allotment Shares together are referred to as the “Offer Shares”.

Lock up

Kardan will agree to a lock-up arrangement, which will be effective for a period of 90 days following the closing date on which payment for and delivery of the Offer Shares will take place (“Closing Date”).

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KARDAN

Listing and settlement

Application will be made to list the Offer Shares on Eurolist by Euronext in Amsterdam as operated by Euronext Amsterdam. Kardan has also applied for a listing of the Offer Shares on the Tel Aviv Stock Exchange. It is expected that the Closing Date will occur on or about 9 May 2006. Admission to listing and unconditional trading on Eurolist by Euronext of the Offer Shares is expected to occur on or about 09:00 am (CET) on 9 May 2006 or as soon as possible thereafter, barring unforeseen circumstances. In connection with the admission to trading and listing, a prospectus will be published in the Netherlands. Any investment decision should be based exclusively on such a prospectus.

About Kardan

Kardan is an international investment company with a focus on three sectors: Real Estate, Financial Services and Infrastructure. Kardan is primarily active in Central and Eastern Europe, where it conducts most of its activities. Kardan holds controlling interests in its main businesses and is actively involved in the definition and implementation of their strategy. Total assets per December 31, 2005 amounted to USD 1,769 million, with revenues of USD 547 million. The number of employees engaged by the group is approximately 6,100 as of December 31, 2005. Kardan is listed on Euronext Amsterdam and the Tel-Aviv Stock Exchange.

For further information please contact:

Citigate First Financial Uneke Dekkers phone +31 (0)20 575 40 21 / mobile +31(0)6 50 26 16 26

Kardan N.V. Prins Hendriklaan 52 1075 BE Amsterdam, the Netherlands www.kardan.com

This announcement is not an offer to sell or a solicitation of any offer to buy shares of Kardan N.V. in the United States or in any other jurisdiction.

The distribution of this announcement in or into certain jurisdictions may be restricted by law. No action has been taken by Kardan or any other party (including any financial institutions that would act as global coordinator, bookrunner, underwriter or listing agent in connection with the Offering) that would permit the distribution of this announcement or any material relating to the Offering to, in or into any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by Kardan and any financial institution involved in the Offering to inform themselves about and to observe any such restrictions.

The Offering is being made on the basis that all offers of securities under the Offering will be made pursuant to an exemption under Directive 2003/ 71/ EC of the European Parliament (the "Prospectus Directive"), as implemented in member states of the European Economic Area ("EEA"), from the requirement to produce a prospectus for offers of shares.

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KARDAN

The Offer Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States unless registered under the Securities Act or an exemption from such registration is available. No public offering of the Offer Shares is being made in the United States.

The Offering is not addressed to the public in Israel.

In connection with the Offering, ING as stabilisation manager or its affiliates or agents may engage in transactions on Eurolist by Euronext with the aim to support the market price of the Offer Shares at a level higher than would otherwise prevail. Such stabilisation shall be conducted by ING in accordance with applicable laws and regulations. No assurance can be given that stabilisation transactions will actually be effectuated. If such stabilisation is commenced, however, it may be discontinued at any time without prior notice. The stabilisation actions, if any, will be undertaken for a limited time period. In connection with any stabilising transactions, ING shall act as principal and not as agent of Kardan, and any loss or profit sustained as a consequence of any such over-allotment or stabilisation shall not be for the account of Kardan.