2015 results

March 2016

2

Kardan Highlights 6 - 12

Real Estate Asia (Kardan Land China) 13 - 18Water Infrastructure (Tahal Group International) 19 - 22Financial Services (TBIF) 23 - 24

Outlook 2016 25

Contact details 27

APPENDIX: Kardan 2015 Financials 28 - 33

Contents

3

Emerging markets player

Focus on middle-class needs

Corporate Governance

Local platforms

Kardan

Mainly Asia, Africa & CEE

Initiates, develops, manages projects & assets

Strategic & managerial control

Real Estate, Water Infrastructure, Banking & Retail Lending

Listed: Amsterdam & Tel-Aviv

One Tier Board

Decentralized operations: local operational management

Optimize opportunities & minimize risks

4

Kardan Group

Kardan N.V.

Real Estate

Kardan Land China

Water Infrastructure

Tahal

Financial Services

TBIF

*Net investment on the basis of Equity investment and shareholders loans as of 31.12.15

100% 98% 100%

100%

GTC RE67%

TGI14%

KFS19%

5

2015 Financial Highlights Kardan

Contribution to net result€ millions

Q1 / 15 Q2 / 15 Q3/15 Q4/15 2015 Q4/14 2014

Real Estate Asia 8.9 8.1 (4.1) (4.0) 8.9 20.6 24.6

Water Infrastructure 18.0 0.6 1.6 1.3 21.5 (6.8) (1.5)

Financial Services 3.2 4.5 3.9 1.7 13.3 2.1 7.6

Total operations 30.1 13.2 1.4 (1.0) 43.7 15.9 30.7

Others: (Corporate G&A , Finance, Tax, Discontinued ops)

(37.5) (14.9) 2.9 (17.1) (66.6) 0.6 (25.6)

Total Profit (Loss) for equity holders

(7.4) (1.7) 4.3 (18.1) (22.9) 16.5 5.1

Other comprehensive income/ (loss) to KNV

15.6 (8.3) (12.7) 3.8 (2.0) 3.0 26.9

Total Comprehensive Income/ (Loss)* to KNV equity holders

8.2 (10.0) (8.4) (14.3) (24.9) 19.5 32.0

(*) Total Comprehensive Income / Loss: net result combined with direct equity impact of forexdifferences and changes in hedge reserves

6

Q4 2015• € 18.1 mn consolidated net loss to equity holders (Q4/14: € 16.5 mn net profit)

• Financing expenses of € 16.7 mn (2014: € 2.5 mn income) including € 10 mn impact predominantly due to adverse NIS/Euro forex (Q4 2014: € 6.2 mn positive impact)

2015• € 22.9 mn consolidated net loss to equity holders (2014: € 5.1 mn net profit)

• Positive net contributions from all operating segments including € 20 mn net gain on sale of KWIG

• Financing expenses of € 60.1 mn (2014: € 19 mn) including € 33 mn impact predominantly due to adverse NIS/Euro forex (2014: € 3.8 mn negative impact)

• Total Comprehensive Loss € 24.9 mn (2014: € 32.0 mn profit)

• Shareholders’ equity as at December 31, 2015: € 71.5 mn (year-end 2014: € 92.4 mn)

2015 Financial Highlights Kardan

7

Main Events in chronological order:

• Sale of KWIG: (75% concluded in Q1, 25% planned to be finalized in H1 2016)

• Sale of TBI Credit concluded

• Early repayment of interest + principals of Debentures (€ 25.4 mn in total)

• Early repayment FIMI loan by Tahal and amended agreement signed ending the option and shareholders’ agreement

• Tahal signs agreement for project (approx. € 67 mn) in India

• Amended Deeds of Trust regarding debt settlement with Debenture Holders signed

• Rating upgraded by Standard & Poor’s to B

• Sale of Building B (Europark Dalian project in China, 262 apartments) for RMB 481 mn (approx. € 68 mn)

2015 Highlights Kardan

8

• Opening ceremony of Galleria Dalian, China

• Kardan Land Dalian signs new credit facility (up to RMB 1 bn) to refinance existing loan and for ongoing business needs; releases pledge of RMB 95 mn

Subsequent events:

• Settlement reached in amount of € 4mn with buyer of GTC SA regarding claw back claims (totaling € 6.3 mn)

• Sale agreement signed for TBIF, holding banking and retail lending activities, for an initial consideration of approximately € 69 mn; initial gain estimated at € 14 mn

• Announcement of resignation of CEO Shouky Oren and appointment of Ariel Hasson (currently CEO of Kardan Financial Services) as new CEO of Kardan N.V as of April 15, 2016

Highlights Kardan (continued)

9

(EUR million) 2015 2016 2017 2018 2019 2020 Total

Debentures –Series A** - - 42.1 45.5 - - 87.6

Debentures - Series B** - - 43.5 46.9 93.9 93.9 278.2

Total - - 85.6 92.4 93.9 93.9 365.8

Maturity of liabilities*

Company Only – Kardan N.V. (and GTC RE)(principal only, December 31, 2015)

(*) According to the approved Debt Settlement with the Debenture Holders(**) Net of debentures held by subsidiaries

10

Kardan debt development *

(*)Company Only – Kardan N.V. & GTC RE as at December 31, 2015; principals only are presented as per January 1 of each year and exclude accrued interest and hedges and are presented according to the approved Debt Settlement with the Debenture Holders. Net of debentures held by subsidiaries. The gross debt presented up to December 31, 2015, is presented according to actual forex rates (NIS to Euro); looking forward the NIS / Euro exchange rate of December 31, 2015 has been applied.

555

432397

344370 366

280

188

94

0

131107

33 335 0

2011 2012 2013 2014 2015 2016 2017 2018 2019 2020

Gross debt of Kardan NV and GTC RE

Debentures Loans from banks

11

Sources € millions

Cash & ST investments as at 01.01.2016 23.0Sale of assets 233.2Total sources 256.2

UsesClaw back 4.0Series A debentures (principal) 42.1Series B debentures (principal) 43.5Interest expenses 48.0G&A expenses less management fees 8.0Total uses 145.6

Expected cash & short term investments at 31.12.2017: 110.6

Cash flow forecast Kardan

Company only - Kardan N.V. & GTC RE

January 1, 2016 – December 31, 2017

Real Estate Asia

Kardan Land China – 100%www.kardanland.com

13

Characteristics of Chinese Real Estate sector

Growth of the middle class in China in 60 selected large and growing cities

(number of households earning > RMB 30k / y)

Source: JonesLangLasalle, China60: From fast growth to smart growth

Impact of Urbanization on real estate development

14

• EBIT: € 13.6 mn profit (2014: € 28.5 mn profit, including € 16.8 gain on sale Galleria Chengdu)

• Revaluation Dalian: € 20.9 mn (2014: € 8.9 mn)

• Apartments delivered: 2,012 (4 Dalian) (2014: 1,730 of which 250 Dalian)Lower prices of apartments, impairment part of inventory & absence of rent Galleria Chengdu impacts equity earnings

• Currency: Impact of appreciation RMB versus Euro

• Net profit to Kardan: € 8.9 mn (2014: € 24.6 mn)

• Apartments sold: 1,389; incl. 262 Building B (2014: 1,254; incl. 201 Building A2)

Real Estate Asia – 2015 highlights

1748 1767 2272 28471730 2012

34611883 1194 2118 1254 1389

2010 2011 2012 2013 2014 2015

Residential Apartments

Delivered Sold

15

Europark: opening Galleria Dalian (August 2015)

16

Galleria Dalian

• Location: - Dalian: city with approx. 7 million residents and one of China’s fastest growing cities- next to Davos Center and near renewed port: many visitors- green surroundings- connected to new subway station & offering sufficient parking space

• 65,000 square meter net rentable area

• Tenants include large international retailers

• Approximately 71% signed tenancy agreements at present

• Focuses on comprehensive lifestyle concept, combining the shopping experience with entertainment (IMAX cinema, fitness centers, Kid’s floor, Restaurants etc.)

• Designed by international architects: La Guardia-LuoWon several real estate awards during construction

17

Europark: signing sale of Building B (August 2015)

Europark Building B:- Sale agreement Building B to Fraser Suite Dalian

- Consideration: RMB 481 mn (approx. € 68 mn), of which 50% currently paid

- Core & Shell completed; interior according to specific design under construction

- 262 serviced apartments + 14 parking spaces

- Estimated delivery: Q4 2017

Water Infrastructure

Tahal Group International – 98%www.tahal.com

19

Tahal’s contribution to the water value chain

Source: RobecoSAM, Water : the market of the future

Operational in all encircled activities

20

Water Infrastructure – 2015 highlights

• Revenue up (y-o-y) by 18%: mainly positive forex impact (USD and NIS appreciation versus Euro)

• Lower gross margin (y-o-y): different mix of projects and 2014 included high margin of large project

• EBIT: € 6.4 mn (2014: € 8.9 mn)

• Financing expenses: no credit facility use, offset by one-off charge of € 3 mn(prepayment of FIMI loan)

• Sale of KWIG contributed € 20.1 mn net profit

• Net profit to Kardan: € 21.5 mn (2014: € 1.5 mn loss)- excl. gain KWIG + FIMI impact: € 4.4 mn profit (2014: € 2.4 mn profit)

• Backlog: USD 311 mn (year-end 2014: USD 358 mn)Many project tender proposals outstanding

21

Water infrastructure activities worldwide

Financial Services

Kardan Financial Services – 100%www.tbif.com

23

Banking & Retail Lending – 2015 highlights

• Total income, net 2015 up 7% (y-o-y):

- higher interest income from better quality portfolios - lower interest expenses on higher deposit base - lower fees & commission income

• Other income (net)up substantially; growth of account services incl. F/X

• Avis (equity earnings): strong y-o-y growth 2015 despite continuing instability in Ukraine

• Net profit to Kardan: € 13.3 mn (2014: € 7.6 mn profit)

24

Outlook 2016

Kardan N.V.:

• Improving results from segments

• Continued focus on generating cash to service the debt

It is noted that Kardan has a significant exposure to currency movements:

- Kardan reports in Euro

- Liabilities are in NIS

- Assets are predominantly in RMB

Disclaimer

This presentation has been prepared on behalf of Kardan N.V. solely for information purposes. It is not an investment advice or

an offer or solicitation for the purchase or sale of any financial instrument. While reasonable care has been taken to ensure that

the information contained herein is not untrue or misleading at the date of the presentation, Kardan N.V. makes no

representation that it is accurate or complete. The information contained herein is subject to change without notice.

Neither Kardan N.V. nor any of its officers or employees accepts any liability for any direct or consequential loss arising from any

use of this presentation or its contents. Copyright and database rights protection exist in this presentation and it may not be

reproduced, distributed or published by any person for any purpose without the prior express consent of Kardan N.V.

All rights are reserved.

Thank you

25

Investor Relations Contact details

Caroline Vogelzang

vogelzang@kardan.nl

Office: +31 20 305 0010

Mobile: +31 6 10 949 161

Kardan N.V.

Claude Debussylaan 30Viñoly Building, 13th floor1082 MD AmsterdamThe Netherlands

www.kardan.nl

Ohad Lev

lev@kardan.com

Office: + 972 3 608 3444

Mobile: + 972 54 333 0830

Kardan N.V.

154 Menachem Begin Rd.Tel Aviv 64921Israel

The Netherlands Israel

Appendix

Kardan 2015 financials

28

2015 Consolidated Income Statement

In € million RealEstate Asia

Water Infrastruc-

ture

Banking & Retail

Lending

Other Total 2015

Total 2014

Total Revenues 6.7 167.9 41.5 - 216.1 230.4

Total Expenses 17.0 160.3 31.8 5.1 214.2 223.8

Profit(loss) from operation before fair value adjustments, disposal of assets and financial expenses

(10.3) 7.6 9.7 (5.1) 1.9 6.6

Profit(loss) from fair value adjustments, disposal of assets, investments and other income (expenses)

21.3 0.3 0.5 (0.8) 21.3 26.7

Result from operations before finance expenses 11.0 7.9 10.2 (5.9) 23.2 33.3

Financing income (expenses), net (1.6) (2.1) 3.4 (60.1) (60.4) (19.3)

Equity earnings (losses) 2.6 (1.5) 1.7 (0.1) 2.7 6.7

Profit (loss) before income tax 12.0 4.3 15.3 (66.1) (34.5) 20.7

Income tax (expenses)/benefit (3.1) (2.9) (2.0) (0.5) (8.5) (13.0)

Profit (Loss) from continuing operations 8.9 1.4 13.3 (66.6) (43.0) 7.7

Profit (Loss) from discontinued operations - 20.1 - - 20.1) (2.6)

Profit (Loss) for the period to equity holders 8.9 21.5 13.3 (66.6) (22.9) 5.1

Other comprehensive income (2.0) 26.9

Total Comprehensive Income to equity holders (24.9) 32.0

29

In € million Full Year Y-o-Y development 2015

2015 2014

Delivery of units 0.8 46.94 Dalian units in 2015 versus 250 (incl. 211 of A2 building) lastyear

Rental income 1.8 - First rental income of Galleria Dalian

Management fee and other revenues 4.1 5.1Asset mgt fees Galleria Dalian and Chengdu (lower due to changein contract after sale)

Total revenues 6.7 52.0

Cost of delivery of units 0.9 44.2

Cost of rental income 1.5 -

Other expenses, mgt & service recharge expenses, net

3.2 3.3

Gross profit 1.1 4.5

SG&A expenses 11.4 8.9More marketing efforts Galleria Dalian, one-off expenses due tochange in mgt and impact strong RMB

Adjustment to fair value (impairment) of investment properties

20.9 8.9 Galleria Dalian, completed in Q2/15

Gain on disposal of assets, other income & equity earnings

3.0 24.02015: more deliveries of units mitigated by impairments.2014: includes € 16.8 mn gain on sale of Chengdu.

Result from operations before finance expenses 13.6 28.5

Financing income (expenses), net (1.6) 5.4Higher financing expenses (no longer capitalized) + significanteffect of stronger RMB

Income tax (expenses) / benefit (3.1) (9.3) 2014: impact Chengdu (€ 5.5 mn)

Net profit (loss) to Kardan N.V. 8.9 24.6

Real Estate Asia – 2015

30

In € million Full Year Y-o-Y development 2015

2015 2014

Contract revenues 167.9 142.8Good progress in execution of projects and forex impact ofstrong USD and NIS

Contract cost 142.9 118.6

Gross profit 25.0 24.2Lower gross margin on different project mix (2014 includedone-off high margin on large project)

SG&A expenses 17.4 14.5 Forex impact + higher amount re ESOP and bonus plans

Gain (loss) on disposal of assets, other income and equity earnings (loss)

(1.2) (0.8)

Result from operations before financing expenses

6.4 8.9

Financing income (expenses) net (2.1) (4.8)Less use of credit facilities more than off-set by €3 mnone-off charge due to early repayment FIMI loan followingKWIG sale

Income tax (expenses) / benefit (2.9) (3.0)

Profit (loss) from continuing operations

1.4 1.1Excluding FIMI effect: 2015: € 4.4 mn profit, 2014: € 2.4 mnprofit

Net profit(Loss) from discontinuedoperations

20.1 (2.6) KWIG

Net profit (Loss) to equity holders 21.5 (1.5)

Water Infrastructure 2015

31

Banking & Retail Lending - 2015

In € million Full Year Y-o-Y development 20152015 2014

Interest income 40.6 38.4 Larger portfolio

Interest expenses 4.5 6.2 Lower deposits and lower interest rate; liquidity management

Net interest income (expenses) 36.1 32.2

Fees & commission income, net 8.7 9.2

Other operating income, net 3.1 3.2

Total income, net 47.9 44.6

Impairment losses on loan portfolio, net 6.4 9.2 2015: better quality portfolio

Staff & other operating expenses 31.5 27.1 2015: provisioning of employee option plans

Gain on disposal of assets 0.3 -

Operating profit 10.3 8.3

Other income, net 4.4 0.7 Increase in accounts services including F/X

Other financing expenses 1.0 1.3

Equity earnings 1.6 0.2 Avis Ukraine

Profit before tax 15.3 7.9

Income tax (expenses) / benefits (2.0) (0.3)

Net profit (loss) attributable to Kardan NV

13.3 7.6

32

In € million Full Year Y-o-Y development 2015

2015 2014

General & administrative expenses 5.1 6.1

Other (income) expenses 0.8 - Provision GTC SA claw back liability

Equity earnings (losses) (0.1) (0.1)

Financing income (expenses), net (60.1) (19.0)2015: Includes € 36 mn negative forex NIS/Euro) and positive € 3mn CPI impact (2014: € 3.8 negative impact) and higher interest following debt settlement

Income tax expenses / (benefit) 0.5 0.4

Net Profit (Loss) from corporate activities(66.6) (25.6)

Other expenses 2015