Kardan : press release update debenture holders discussions

UPDATE DISCUSSIONS WITH DEBENTURE HOLDERS

Amsterdam, January 10, 2018 - Kardan N.V. ('Kardan' or 'the Company'), active in Real Estate and Water Infrastructure in emerging markets announces that it has received several letters from the representatives of the trustees of Debenture Holders Series A and B, mainly in relation to the Company's businesses and the transaction to sell TGI.

In these letters, the Trustee of Debenture Holders Series B ('the B Trustee') generally repeats what was stated in the previous letter from November 2017 regarding its view on a material adverse change in the Company's business and its concern that the Company will not be able to repay its debt and/ or when due. Furthermore, the B Trustee states that in the case payments are made to series A debenture holders, the mechanism for 'Balance Payments' as set out in section 43 of the

Deeds of Trust, should be applied. The B Trustee further informed the Company that a meeting is convened during which the Debenture Holders B will be requested to vote to authorize the B Trustee to bring the series B Debenture Holders for immediate repayment.

In its response to these statements of the B Trustee, the Company explained it is in advanced talks to sell its holdings in Tahal Group International BV. ("TGI"), enabling the Company, if such a transaction matures, to repay the Debenture Holders Series A and B the payments set for February

2018. The Company also stated that it has always fulfilled its obligations and complied with all covenants to date. This means that, in the view of the Company, the Debenture Holders have no cause or right to claim the immediate repayment of the debentures.

The letters from the Trustee of Debenture Holders Series A mainly address their position that there is no basis to claim for 'Balance Payments' and that the Company should be allowed to finalize the sale of TGI.

As has been announced earlier, the Company is conducting processes to sell its holdings in TGI in order to be able to complete February 2018 debenture repayment. It is noted, that an agreement for the sale of TGI has not been signed yet and no date for signing such agreement has been set; therefore, there is no certainty that such agreement will be signed or completed.

A letter dated 8 January 2018 of the Trustee of the Debenture Holders Series B is published on the Company's website. Other letters issued by the Trustees in Hebrew are in the process of translation, and will be published on the Company's website as soon as the English version is available.

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 two sectors that benefit from the rising middle class: Real Estate and Water Infrastructure.

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, 2017 amounted to € 643 million; revenues totalled € 7.1 million in the first nine months of 2017.

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

For further information please contact:

Floor van Maaren / Eva Lindner [phone] / [phone]

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.

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