Kardan N.V. — Capital/Financing Update 2015

May 27, 2015

CHANGE TO SHARE ALLOCATION IN DEBT SETTLEMENT KARDAN

Amsterdam, May 27, 2015 - Kardan N.V. ('Kardan' or 'the Company'), active in Real Estate, Water Infrastructure and Financial Services in emerging markets announces that further to the announcement of May 7, 2015 and the consequential posting of the proposed amended deed of trust on May 15, 2015, on the Company's corporate site, the Company has come to an agreement with the joint representatives of its debenture holders of Series A and Series B ('the Debenture Holders') on the amended deeds of trust which are to replace the original deeds of trust ('the Amended Deeds of Trust'), in which the main change constitutes a difference in the allocation of the Company's shares to the Debenture Holders.

Whereas it was initially agreed to allocate 12% of the Company's shares to the Debenture Holders, the Amended Deeds of Trust - as will be published by the Company at least seven days prior to the voting date of the meetings of the Debenture Holders – reflect an adjusted allocation as follows: the Company will allocate to the Debenture Holders 12,341,258 ordinary shares, which constitute approximately 10% of the issued capital of the Company on the completion date and a payment of € 750,000 to the Debenture Holders, all within 45 business days from the date on which the Amended Deeds of Trust have entered into force.

It is noted that these changes in the Amended Deeds of Trust have been added following discussions with the Tel-Aviv Stock Exchange. The Company wishes to emphasize that the changes in the Amended Deeds of Trust were formulated in collaboration with the Joint Representatives of the Debenture Holders and with their knowledge. Besides that the Company is expected to publish the Amended Deeds of Trust in order for the meetings of the Debenture Holders to be able to vote on replacing the original deeds of trust with the Amended Deeds of Trust, the Company will also need to publish in Israel a shelf offering report in connection with the issuance of shares.

It is noted that the Amended Deeds of Trust will only become effective upon the completion of all conditions precedent detailed in the Amended Deeds of Trust, including, among other things, approval by the meetings of the Debenture Holders, approval of the Tel Aviv Stock Exchange to the amendments, receipt of a tax ruling etc.

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 December 31, 2014 amounted to EUR 1 billion; revenues totalled EUR 258 mn in 2014. Kardan is listed on NYSE Euronext Amsterdam and the Tel Aviv Stock Exchange.

For further information please contact:

Caroline Vogelzang Director Investor Relations Vogelzang@kardan.nl +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)"