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Kardan N.V. M&A Activity 2010

Jul 23, 2010

6875_iss_2010-07-23_1570e11d-1dc6-4d10-acc6-2af19959d651.pdf

M&A Activity

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KARDAN SELLS ITS STAKE IN INSURANCE AND PENSION ACTIVITIES

Amsterdam, July 23, 2010 - Kardan N.V, ("Kardan") active in Real Estate, Financial Services and (Water) Infrastructure in emerging markets, announces that its fully owned subsidiary Kardan Financial Services B.V. ("KFS") signed an agreement to sell its 40% shareholding in TBIH Financial Services Group N.V. ("TBIH"), the insurance and pension segment of Kardan, to Vienna Insurance Group ("VIG"). VIG currently holds 60% of the shares in TBIH.

TBIH was established in 1998 as KFS' vehicle for investing in insurance and pension activities in the CEE region. VIG initially acquired a 40% stake in KFS in 2006, which was converted in 2007 to a 60% stake in TBIH under joint control arrangements.

KFS holds a put option to sell its 40% stake in TBIH to VIG, exercisable from April until December 2011 under certain conditions. In view of the current market conditions, and the long term view of VIG, Kardan and VIG mutually agreed to exercise the put option earlier through this transaction, for a consideration of approximately EUR 126 million which will be used mainly to reduce the overall debt of KFS.

In addition to the sale transaction, KFS is buying from VIG a transferable five year call option for EUR 10 million to purchase 92.6% of the shares of Doverie Pension Fund AD ("Doverie"), the leading Bulgarian pension fund currently owned by TBIH. The exercise price of this call option is EUR 150 million for the first three years and EUR 160 million for the last two years. This call option will allow KFS to benefit from a potential increase in value of this Bulgarian pension fund as the improvement in the global financial markets continues. Doverie, with a market share of 33% in Bulgaria, has 1.3 million members. In 2009 the company reported revenues of EUR 12.1 million, a profit of EUR 3.8 million with total assets of EUR 567million. .

Alain Ickovics, Chairman of the Management Board of Kardan welcomes the transaction: "We believe that the investment in TBIH has matured to a point where we should divest. In addition, the option we purchased will enable us to benefit from an asset with a significant potential."

Kardan recognized a gain of approximately EUR 20 million following a change in the TBIH shareholder's agreement described in a Press Release of June 8, 2010, and based upon the financial statements of March 31, 2010 . The current transaction is not expected to generate additional profit.

The completion of the transaction is subject to conditions precedent, among others, regulatory approvals.

About Kardan

Kardan, with headquarters in Amsterdam, focuses on three main fields of activities: Real Estate, Financial Services and (Water) Infrastructure. The company operates in seven segments throughout emerging markets, primarily in Central and Eastern Europe and China, where it conducts most of its activities.

Kardan NV holds controlling interests in its divisions and management is actively involved in the definition and implementation of their strategy. Kardan has a consistent track record of creating longterm 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.

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

Total assets as of 31 March 2010 amounted to EUR 6.3 billion (December 31, 2009 and 2008 respectively EUR 5.6 and 5.2 billion) with revenues of EUR 192 million in Q1 2010 (EUR 753 million in 2009 and EUR 492 million in 2008).

For further information please contact: Jan Slootweg Management Board member Kardan NV Office +31 (0)20 305 0010 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)"