Kardan N.V. — M&A Activity 2015

Sep 24, 2015

SECOND PHASE SALE OF KWIG (CHINA) DELAYED

Amsterdam, September 24, 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 announcements of January 15, March 6 and June 30, 2015 – the second phase of the sale by its indirectly held subsidiary Tahal Group Assets B.V. ('Tahal Assets') of the shares in the Chinese water infrastructure company Kardan Water International Group Ltd. ('KWIG') in two phases (75% and 25%) to China Gezhouba Group Investment Holding Co. Ltd. ('CGGC Investment') (the 'Transaction') has been delayed.

The second phase of the Transaction which is due by September 30 is expected to be delayed due to processes that are taking more time than expected. Since the completion of the first phase, Tahal and CGGC have conducted meetings both in China and Israel with respect to future cooperation and collaboration on possible water infrastructure and agriculture projects in China. As a result a cooperation agreement was signed mid-July. The commitment of CGGC to complete the Transaction is in place and Tahal is not aware of any material risk to the transaction. The second phase is part of the overall agreement regarding the Transaction and consequently is not dependent on additional conditions precedent.

The total consideration for the Transaction amounts to RMB 630 million (at the time of signing approximately EUR 86 million / USD 102 million, 'the Consideration'), of which approximately USD 75 million was paid in March for the first phase of the Transaction. The remaining part of the Consideration, i.e. approximately USD 27 million including interest according to the agreement, will be paid to Tahal Assets upon completion of the second phase. The received funds (net) will be used by Tahal for dividend distribution 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 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 June 30, 2015 amounted to EUR 1.1 billion; revenues totalled EUR 101 mn in the first six months of 2015.

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

For further information please contact: Claire Verhagen Claire.Verhagen@citigateff.nl +31 (0)20 575 4018

"This press release contains regulated information (gereglementeerde informatie) as defined in the Dutch Act on Financial Supervision (Wet op het financieel toezicht)"