Kardan N.V. — M&A Activity 2014

Dec 3, 2014

KARDAN SELLS ITS 50% STAKE IN GALLERIA CHENGDU, CHINA

Amsterdam, December 3, 2014 - Kardan N.V. ('Kardan' or 'the Company'), active in Real Estate, Water Infrastructure and Financial Services in emerging markets announces that its indirect wholly owned subsidiary Kardan Land China Ltd. ('KLC') has signed a share purchase agreement ('the Agreement') to sell its 50% shares in Kardan Land Chengdu (HK) Ltd. ('Kardan Land Chengdu') ('the Transaction') to its 50% co-shareholder, BR Spicy (B.V.I) Ltd. ('the Purchaser'), for a consideration of approximately RMB 555 million (approximately EUR 72.6 million) ('the Consideration').

The Consideration reflects a value of the shopping mall Galleria Chengdu of RMB 1,254 million (approximately EUR 164 million), off-set by a bank loan and other assets and liabilities of Kardan Land Chengdu as of October 30, 2014. At closing, the Purchaser will pay the Consideration amount, which will be adjusted after closing according to changes in assets and liabilities of Kardan Land Chengdu from November 1, 2014, until the closing date and settled accordingly. It was further agreed that KLC will continue to manage Galleria Chengdu.

The closing of the Transaction is subject to certain conditions precedent, of which the main condition is to receive a consent letter from the China Construction Bank ('CCB') regarding the change of ownership and early repayment (after closing) of Kardan Land Chengdu's loan from CCB of approximately EUR 21 million. In the event that closing fails to occur within an agreed upon time frame on account of material breach of the Agreement by the Purchaser, a break-up fee of USD 8 million to be paid to KLC will be applicable, and if closing fails to occur on account of material breach of the Agreement by KLC the Purchaser shall have all rights and remedies available to it under applicable Law, including the right to enforce the Agreement. Closing is expected to take place before the end of 2014. The net proceeds of the Transaction, after deduction of costs and taxes, are expected to be approximately EUR 65 million. Following the closing, the Company is expected to receive at least EUR 30 million of the net proceeds which will be used to repay a bank loan.

The Transaction is expected to result in a net gain to Kardan of EUR 13 million, after estimated tax expenses. Further accounting implications of the Transaction, if any, are still under consideration. It is noted that all EUR amounts are at based on current exchange rates and may differ at closing date.

"Galleria Chengdu, which was opened to the public in November 2010, was a land mark success for Kardan in China. The mall comprises approximately 54,000 sqm of gross rentable retail space, is fully occupied and includes among its tenants well known international retailers including Zara, Mango, H&M, Sephora, and Uniqlo. The success of Galleria Chengdu has been underpinned by the awards it has won since its opening. In August 2011, we already sold 50% of the Galleria. We are happy that we remain as asset manager of the mall and as such can continue our successful cooperation with the Purchaser. Kardan Land China is now focusing on our flagship project Europark Dalian. We are expecting the new mall to be opened in the first half of 2015 and to be at least as successful as our Chengdu mall" states Alon Shlank, Chairman of KLC.

"The decision to sell our stake in Galleria Chengdu is predominantly due to the liquidity needs of Kardan in relation to the upcoming repayment of its bank loan. As stated before, we continue to

push for transactions that will allow Kardan to fully repay its debts" said Shouky Oren, CEO of Kardan NV.

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.

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 September 30, 2014 amounted to

EUR 1,013 mn; revenues totalled EUR 161 mn in the first nine months of 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)"