Kardan N.V. — Capital/Financing Update 2015

Sep 11, 2015

KARDAN SUBSIDIARY SIGNS AMENDED AGREEMENT WITH FIMI

Amsterdam, September 11, 2015 – Kardan N.V. ('Kardan' or 'the Company'), active in Real Estate, Water Infrastructure and Financial Services in emerging markets announces that its subsidiary Tahal Group International B.V. ('TGI') signed an amended agreement with FIMI to replace existing agreements which were signed in 2010.

In 2010, TGI and FIMI Tahal 2010 Investments Limited Partnership ("FIMI"), an Israeli private equity fund, signed a loan agreement and an option agreement and Kardan and FIMI signed a shareholders" agreement (together further referred to as "the Agreements"). The agreement that was signed yesterday ("the Amended Agreement") between TGI and FIMI replaces the Agreements which are consequently considered null and void as of now.

The Amended Agreement was signed following discussions between the parties regarding the interpretation of various clauses of the Agreements, inter alia on distribution of dividends after the full repayment of the loan whereas the option agreement was still valid.

The signed Amended Agreement comprises the following principles:

• 1. FIMI will be entitled to receive from TGI only a cash consideration (but not the right to receive shares as stipulated in the Agreements) as follows and under the following conditions:
• USD 3 million

In the event that an Exit Event occurs (as stipulated in the Agreements, namely a Mergers & Acquisitions transaction, including a change of control transaction or an IPO; "Exit Event") during the period from the date of signing of the Amended Agreement until July 31, 2021 or the date of an Exit Event, whichever comes first (the "Exercise Period") at a company value for TGI of up to USD 173 million (the "Basic Amount") (the Basic Amount will be adjusted in the event of possible investments in TGI or distribution of dividends by TGI, but excluding distribution of dividends of up to a maximum USD 27 million following the sale transaction of Kardan Water as announced by the Company on June 30, 2015, after signing the Amended Agreement).

• USD 3 million plus 8% of the difference between the value of the underlying transaction and the Basic Amount and up to a maximum amount of USD 7.5 million in the event that an Exit Event occurs during the Exercise Period, whereby the transaction value is in excess of the Basic Amount.
• USD 0.5 million will be paid at the end of the Exercise Period in the event that no Exit Event has occurred during the Exercise Period.
• 1. There will be no restrictions on the right of TGI to distribute dividends and / or to repay shareholder loans and FIMI shall not be granted any rights to receive shares.

In addition, following the cancellation of the Agreements, TGI and Kardan NV signed an agreement whereby the Company undertakes towards TGI to bear payment to FIMI exceeding USD 0.5 million as outlined above.

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 June 30, 2015 amounted to EUR 1.1 billion; revenues totalled EUR 101 mn in the first six months of 2015.

Kardan is listed on Euronext Amsterdam and the Tel Aviv Stock Exchange.

For further information please contact:

Caroline Vogelzang Director Investor Relations +31 (0)20 305 0010 Vogelzang@kardan.nl www.kardan.nl