Kardan N.V. — Capital/Financing Update 2013

Jan 14, 2013

KARDAN REACHES UNDERSTANDING WITH DEBENTURE HOLDERS

Amsterdam, January 13, 2013 – Kardan N.V. ("Kardan"), active in Real Estate, Water Infrastructure and Financial Services in emerging markets announces, following publication in the newspapers in Israel, that it has come to understandings with representatives of the trustees and several representatives of holders of its Debentures Series A and Debentures Series B (combined "the Debentures") on certain concessions, which are still subject to Board approval and approval of Debentures Holder meetings.

During 2007 and 2008, Kardan N.V. issued two series of debentures listed on the Tel Aviv Stock Exchange: Debenture Series A with a par value of NIS 1,190 million (EUR 242 million as at December 31, 2012) and Debenture Series B with a par value of NIS 1,334 million (EUR 271 million as at December 31, 2012).

Repayment of Series A commences in February 2013 (4 annual equal installments) and of Series B in February 2014 (7 annual equal installments).

As at December 31, 2012, following repurchases of the Debentures by Kardan, 52.5% (approximately EUR 156 million) of Debentures A is still outstanding and 87.4% (EUR 292 million) of Debentures B.

Following various meetings between Kardan and the Trustees of the Debentures and representatives of the some of the Debentures holders, understandings were reached pending the approval of the Board of Kardan N.V. , agreement on the final wording and the approval of the General Meetings of both series.

The main concessions under the agreement are as follows:

1. Commitment not to pledge part of Kardan Land China ("KLC") shares:

Until repayment of the Debentures in February 2014 (principal and accrued interest):

• 51% of KLC shares (held by GTC RE) will not be pledged. After February 2014 repayment and until repayment of the Debentures in February 2015 (principal and accrued interest):

• 49% of KLC shares (held by GTC RE) will not be pledged.

2. Prior notice will be given in the event of pledge of assets:

Until repayment of the Debentures in February 2015, Kardan will issue an immediate report / press release, 30 days in advance, in the event it reaches a financing agreement against the pledge of shares in KLC (subject to 1 above) or in Tahal Group International B.V.

3. In the event that Kardan would obtain financing through pledge of assets:

Until the repayment in February 2014:

- 80% of such financing proceeds - which will be raised through pledge of assets - will be used for early repayment of the 2014 payment (including accrued interest until that date).

After the February 2014 repayment and until the February 2015 repayment:

• 60% of the proceeds of such financing that will be used for repayment of the debentures, as long as up to 50% (of the 60%) through repurchase of Debentures, on the condition that no more than 80% of the repurchased Debentures will be of one specific series.

4. Sale of assets:

Until the repayment in February 2014 (principal and interest), at least 50% of the proceeds from sale of assets will be used for early repayment of the February 2014 payment. Such commitment will not apply for proceeds of less than EUR 15 million.

5. Early repayment of the Debentures principal:

Kardan will be allowed to early repay Debentures principal amounts, any time, at the pari value on the condition that each such early repayment will be at an amount exceeding EUR 10 million .

6. No dividend distribution:

No dividend will be distributed until the February 2015 repayment (principal and interest) and in any event not before the publication of the annual accounts 2013.

7. Limitations on repurchased debentures:

The agreement will set limitations on pledge of repurchased Debentures (including REPO transactions). In addition Kardan will commit that sale of repurchased Debentures to third parties will be done only at a yield lower than 10%.

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 NYSE 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 2011 and in the "Periodic Report for 2011" published by Kardan N.V. in Israel on March 30, 2012 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 September 30, 2012 amounted to EUR 3.5 billion; revenues totalled EUR 291 million in 9M - 2012. Kardan is listed on NYSE Euronext Amsterdam and the Tel-Aviv Stock Exchange.

For further information please contact:

Caroline Vogelzang Director Investor Relations Mobile: +31 6 10 949 161 Vogelzang@kardan.nl 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)"