Kardan N.V. — M&A Activity 2016

Mar 15, 2016

KARDAN SELLS TBIF

Amsterdam, March 15, 2016 - Kardan N.V. ('Kardan' or 'the Company'), active in Real Estate, Water Infrastructure and Financial Services in emerging markets announces that Kardan Financial Services B.V. ('KFS'), the Company's wholly owned subsidiary, has signed an agreement ('the Agreement') to sell its 100% holding in the subsidiary TBIF ('the Transaction"), comprising the banking and retail lending activities of the Kardan Group.

The total consideration for the Transaction comprises two parts ('the Consideration'). On the completion date ('the Completion date') the buyer will pay KFS an amount of approximately EUR 69 million. Subsequently, following the Completion date, the Consideration will be adjusted to take into account the audited result of the sold asset in the period January 1, 2016 until the Completion date ('the Adjustment'). To secure payment of the Adjustment, on the Completion date the buyer will pledge in favor of KFS shares of TBIF. According to the Agreement, TBIF will transfer certain non-lending assets with a value of approximately EUR 23 million to KFS before the Completion date.

The parties have agreed that the Completion date will initially not be later than June 15, 2016, but that this date can be extended upon mutual agreement between parties.

The Transaction is subject to certain conditions precedent, including the receipt of regulatory approvals and the approval of the meetings of Kardan's debenture holders (Series A and Series B, 'Debenture Holders') to certain terms of the Agreement.

KFS undertakes to indemnify the buyer for costs and damages which might occur under circumstances which have been specifically detailed in the Agreement, including a breach of the customary representations and warranties given by KFS. Accordingly, on the Completion date KFS will deposit an amount of EUR 6 million for a period of two years and pledge this in favor of the buyer as collateral for the indemnification, which amount will be reduced to EUR 5 million after one year. In addition, Kardan will guarantee KFS's obligation in this respect.

The Company estimates that on the Completion date a gain of approximately EUR 14 million will be recognized. Following the Completion date, the Company may be able to recognize an additional gain on the basis of the Adjustment. The net Consideration will be used by Kardan for its ongoing business activities and for repayment of its liabilities.

In order to obtain the approval of the meetings of Kardan's Debenture Holders for certain conditions as laid down in the Agreement, the Company intends to issue a notice to convene such meetings.

The Agreement was signed on February 24, 2016, however, based on the evaluation by the buyer and KFS that an early publication of the Transaction might jeopardize reaching certain conditions precedent, the Board of Directors of the Company agreed to postpone publication of the Transaction. At present, progress has been made with respect to certain conditions precedent. The Company notes, however, that there is no certainty that the Transaction will be completed.

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 September 30, 2015 amounted to EUR 1 billion; revenues totalled EUR 164 mn in the first nine months of 2015. Kardan is listed on 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)"