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Kardan N.V. Capital/Financing Update 2012

Aug 8, 2012

6875_iss_2012-08-08_6c74910e-0b9a-4302-a2e0-c94df9ee8243.pdf

Capital/Financing Update

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KARDAN ANNOUNCES END OF DEBENTURE REPURCHASE PLAN

Amsterdam, August 8, 2012 – Kardan N.V. ("Kardan" or "the Company"), active in Real Estate, Water Infrastructure and Financial Services in emerging markets, announces that today the plan to purchase Kardan Debentures listed on the Tel Aviv Stock Exchange ("TASE"), up to an amount of EUR 50 million, as announced on July 12, 2012, through its subsidiary GTC Real Estate Holding B.V. ("GTC RE") has been completed.

On December 15, 2011, Kardan announced a plan to repurchase, through its subsidiary GTC RE, debentures up to a maximum amount of EUR 50 million. On July 17, 2012, this plan was completed. In this plan the Company repurchased 252,591,895 Debentures Series A for a total amount of NIS 243 million (approximately EUR 50 million) which were represented in the Company's financial statements as a total liability of NIS 304 million (approximately EUR 62 million).

Consecutively, on July 12, 2012, Kardan announced a new identical plan to again repurchase debentures up to a maximum amount of EUR 50 million. Today, this plan has been completed, in which Kardan has repurchased 211,945,290 Debentures Series A and 120,222,513 Debentures Series B for the total amount of NIS 245 million (approximately EUR 50 million), which were presented in the Company's financial statements as a total liability in the amount of NIS 401 million (approximately EUR 82 million). Through the repurchases of these two plans combined, the Company has reduced the corresponding liability by NIS 705 million (approximately EUR 144 million).

For details on all purchases please see www.kardan.nl under Media / News / Immediate Reports.

The total profit on the plans initiated in December 2011 and in July 2012 amounted to EUR 44.2 million, of which EUR 9.4 million will be reported in the second quarter 2012 results of the Company as financial income, and EUR 32.7 million in Q3 of 2012. A profit of EUR 2.1 million was recognized in earlier periods.

Kardan has been repurchasing its debentures Series A and Series B, both listed on TASE, as of mid 2011 in line with the Company's focus to decrease the leverage on the holding and intermediate holding company levels. The repurchases have mostly been funded by resources of Kardan. Taking into account the earlier made repurchases made in June through beginning August 2011, Kardan – mainly through its subsidiary GTC RE - presently owns 47.5% of Debentures A and 12.6% of Debentures B.

The debentures have been purchased both through (daily) transactions executed on TASE and transactions outside of the stock exchange (over the counter transactions). It is estimated that execution of the repurchases will not result in any taxes payable.

On July 16 last, Maalot, the Israeli subsidiary of Standard & Poor's ("S&P") reported that it had changed the rating of the Company from ilBBB+ negative outlook into ilCC as well as for the Debentures Series A of the Company. However, Maalot also announced that immediately after Kardan would announce to have prematurely ended / finalized the Plan, S&P will change the rating to a new applicable rating.

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 ("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's listings 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's ability to achieve its objectives and (v) from any of the risk factors specified in Kardan's Annual Report 2010 and in the "Periodic Report for 2011"published by Kardan N.V. in Israel on March 31, 2011 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 the CEE, CIS and China. Its activities are mainly focused on three sectors that benefit from the rising middle class: Real Estate, Water Infrastructure and Retail Lending. Company headquarters are in the Netherlands. Kardan aims at holding controlling interests in its investments and, through the development of local business platforms, is actively involved in the definition and implementation of their strategy. Total assets as of March 31, 2012 amounted to EUR 4.3 billion; revenues totalled EUR 85 million in Q1 - 2012. Kardan is listed on NYSE Euronext Amsterdam and the Tel-Aviv Stock Exchange.

The Q2 – 2012 and H1 - 2012 results of Kardan N.V. will be published on August 30, 2012. The Q3 – 2012 results of Kardan N.V. will be published on November 27, 2012.

For further information please contact:

Caroline Vogelzang Director Investor Relations +31 (0)20 305 0010 [email protected] www.kardan.nl

"This press release contains regulated information (gereglementeerde informatie) as defined in the Dutch Act on Financial Supervision (Wet op het financieel toezicht)"