Kardan N.V. — Share Issue/Capital Change 2011

Dec 28, 2011

KARDAN LAND CHINA SIGNS TERM SHEET TO RAISE EUR 40 MILLION REFLECTING A POST MONEY VALUATION OF EUR 403 MILLION

Amsterdam, December 27, 2011 – Kardan N.V. ("Kardan" or "the Company"), active in Real Estate, Water Infrastructure and Financial Services in emerging markets, announces that its holding for the Chinese real estate operations, Kardan Land China Ltd. ("Kardan Land"), signed a term sheet with an investor, to increase its capital by RMB 333.3 million (approximately EUR 40 million, at the current exchange rate). After closing of this transaction the investor will hold 10% of the shares of Kardan Land. The transaction reflects a value of Kardan Land amounting (at the current exchange rate) to EUR 363 million before the increase of capital and EUR 403 million after the capital increase.

The capital increase, which is in line with Kardan's strategy to fund its activities at the intermediate or subsidiary levels, will enable Kardan Land to further develop its Chinese real estate operations.

The transaction is subject to, among others, due diligence, conclusion of the final agreements and receipt of the necessary consents and approvals, including both parties' corporate approvals. A final agreement between the parties is expected to be concluded by the end of the first quarter of 2012.

The accounting implications of the intended transaction are not yet known.

Kardan Land

Kardan Land (formerly GTC Real Estate China Ltd.) started its operations in 2005, and currently has seven projects under various development stages including in Shenyang, Xian, Changzhou, Chengdu and Dalian. The projects encompass a total Gross Floor Area (GFA) of approx 3 million sqm in various stages of planning and development. Kardan Land's share in these projects is approx 1.5 million sqm. In November 2010, the first stand-alone shopping center was opened in Chengdu.

As of September 30, 2011, Kardan Land assets totaled EUR 488 million and its equity totaled EUR 231 million.

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 ("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's listings 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's ability to achieve its objectives and (v) from any of the risk factors specified in Kardan's Annual Report 2010 and in the "Periodic Report for 2010"published by Kardan N.V. in Israel on March 31, 2011 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 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 September 30, 2011 amounted to EUR 5 billion; revenues totaled EUR 322 million in 9M-2011. Kardan is listed on NYSE Euronext Amsterdam and the Tel-Aviv Stock Exchange

For further information please contact: Jan Slootweg Member of the Management Board +31 (0) 625026797 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)"