Kardan N.V. — M&A Activity 2008

Oct 16, 2008

KARDAN FILES DOCUMENTS FOR ANTICIPATED MERGER OF GTC RE INTO KARDAN

Amsterdam, October 16, 2008 - International investment company Kardan N.V.(Kardan) announces that its Supervisory and Management Board have signed the merger documents regarding the intended merger of Kardan's real estate subsidiary GTC Real Estate N.V. (GTC RE) into Kardan. The documents have been filed at the trade register and are available for inspection at the offices of Kardan.

As announced earlier, management believes that the intended merger will create a larger holding company with a strengthened financial and equity position. In addition, the management board considers the Merger necessary to further increase the transparency of the Kardan group and thus to create value for shareholders.

The merger will take the form of a triangular legal merger pursuant to Dutch law. By operation of law at the moment the merger becomes effective, the assets and liabilities of GTC RE, unless provided otherwise in the merger documents, will be acquired by the newly founded 100% subsidiary of Kardan, GTC Real Estate Holding B.V. At the same time, all shareholders of GTC RE (except Kardan) will receive shares in Kardan at ashare exchange ratio of 0.81 Kardan share for each GTC RE share. Kardan will not issue fractions of shares and therefore the number of Kardan shares to be issued will be rounded down to whole numbers which may entitle shareholders to a payment in cash.

In connection with the offering of Kardan shares to GTC RE shareholders, Kardan will draw up a prospectus, publication of which is expected at the end of November 2008. The prospectus will be made generally available. Each of Kardan and GTC RE will hold an Extraordinary General Meeting of Shareholders to adopt the intended merger. These meetingsare expected to be held in the beginning of December. Upon receipt of shareholders' approval, the merging companies anticipate that the merger will become effective before the end of 2008.

As announced on September 10, 2008, Kardan is also examining the transfer of all shares of Kardan Israel Ltd. (KIL) which are held by Kardan to the shareholders of Kardan. The process and its form are still subject to investigation and it is not anticipated to finalize this transfer before the merger of GTC RE into Kardan.

About Kardan

Kardan is an international investment company based in Amsterdam with a focus on three sectors: Real Estate, Financial Services and Infrastructure. The company is primarily active in emerging markets in Central and Eastern Europe and China, 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. Kardan has a consistent track record of creating long-term shareholder value through active management of investments in the group companies and by leveraging on its business experience, financial resources and local and international network.

Total assets per June 30, 2008 amounted to EUR 5.0 billion, with revenues of EUR 414 million in the first half of 2008 (first six months 2007: EUR 291 million). The number of employees engaged by the group is approximately 16,900 as of 30 June 2008 Kardan is listed on NYSE Euronext Amsterdam and the Tel-Aviv Stock Exchange.

For further information please contact:

Jan Slootweg Management Board member Kardan NV Office +31 (0)20 305 0010