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Kardan N.V. M&A Activity 2013

Jun 11, 2013

6875_iss_2013-06-11_36f56750-888c-4487-9de8-911e0ea031ef.pdf

M&A Activity

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PRESS RELEASE Amsterdam/Tel Aviv, June 11, 2013

TBIF TO SELL ITS LEASING ACTIVITIES IN UKRAINE

Amsterdam, June 11, 2013 - Kardan N.V. ("Kardan"), active in Real Estate, Water Infrastructure and Financial Services in emerging markets announces that its wholly owned subsidiary TBIF Financial Services BV ("TBIF") is negotiating an agreement to sell its 66% share in the leasing company AVIS Ukraine to its co-owner Kardan Vehicle Ltd. ("Kardan Vehicle") ("the Transaction").

In accordance with the current negotiations, the consideration for the Transaction is USD 8.6 million. In addition, Kardan Vehicle guarantees the repayment, which is expected by the end of 2013, of a loan of approximately USD 5 million granted by TBIF to Avis Ukraine.

The Transaction is conditional on reaching a final agreement and on the approval of the shareholders of both Kardan as well as of the shareholders of Kardan Vehicle, due to the fact that it is a related party transaction. An Extraordinary General Meeting of shareholders of Kardan will be scheduled accordingly. The accounting implications of the current negotiations are under review.

AVIS Ukraine owns a fleet of approximately 2,600 vehicles and has an estimated market share of 22% of the leasing market and 39% of the rental market of vehicles in Ukraine. In 2012, AVIS Ukraine reported a net profit of USD 2 million.

The decision to sell the leasing activities in Ukraine is in line with TBIF's strategy to focus on its financial service activities in Bulgaria and Romania and with Kardan's objective to generate free cash in order to deleverage. The proceeds from the Transaction will be used to repay shareholder loans to Kardan.

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 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.

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 March 31, 2013 amounted to EUR 1.1 billion; revenues totaled EUR 41 million in the first quarter of 2013. Kardan is listed on NYSE Euronext Amsterdam and the Tel Aviv Stock Exchange.

For further information please contact:

Caroline Vogelzang Director Investor Relations +31 (0)20 305 0010 [email protected] 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)"