press release - Investor Relations Solutions

PRESS RELEASE Amsterdam/Tel Aviv, November 26, 2015 Number of pages: 14

THIRD QUARTER AND NINE MONTHS 2015 RESULTS KARDAN N.V.

“Currency fluctuations have significantly impacted our results for Q3 of this year positively and for the 9 months to 30 September 2015 negatively. For Q3 2015 we are able to report a consolidated net profit of EUR 4.3 mn, on the back of the profit contributions of the Water Infrastructure and Banking & Retail Lending segments, combined with the positive impact of EUR 16 mn on our NIS denominated outstanding debentures due to the weakening of the NIS versus the Euro. For the period January – September 2015, all our operating segments contributed a profit from continuing operations and we also recognized a significant profit on the sale of our Chinese water infrastructure company KWIG. However, these contributions were more than off-set by our financing expenses which, for the 9 month period, included a negative impact of EUR 23 mn from foreign exchange revaluation during the period. This is the main reason for Kardan’s total consolidated net loss of EUR 4.9 mn in the period January – September 2015. Kardan Land China opened its shopping mall, Galleria Dalian, in the third quarter and thus started generating rental income. We are pleased that more lease agreements are being signed with tenants (at present we have 76% tenancy agreements signed and we expect that such an occupancy rate will be achieved in the first half of 2016). Although markets remain challenging, Kardan Land China has managed to sell 5% more apartments from joint venture projects in 9M 2015 than in the same period last year. In addition, Building B of the Europark project in Dalian, comprising 262 apartments, was sold to Fraser Suite Dalian Company Ltd. in August. Our water infrastructure company Tahal continued to make good progress with its projects. Substantial effort was devoted to new business generation, including an agreement signed in Q2 to design, build and operate a water supply system in India, leading to a healthy backlog as at September 30, 2015. We expect to be able to finalize the second phase (25%) of the sale of KWIG soon. TBIF, our banking and retail lending segment, continues to contribute solid profits on a healthy portfolio, with growing income and strong cost control. The Debt Settlement with our debenture holders, which came into effect in early July last, gives us time to continue working on improving the performance of our operating segments and simultaneously to take steps to generate the funds required for our 2017 repayment obligations”, states Shouky Oren, CEO of Kardan N.V Highlights Q3 + 9M 2015: Kardan N.V. Q3 2015:  

EUR 4.3 mn net profit to equity holders (Q3 2014: loss of EUR 7.5 mn) Positive NIS foreign exchange on financing expenses of EUR 16 mn (Q3 2014: EUR 4 mn negative impact)

9M 2015  

EUR 4.9 mn net loss to equity holders (9M 2014: EUR 11.4 mn loss) Positive net contributions from all operating divisions, more than off-set by negative foreign exchange on financing expenses of EUR 23 mn (9M 2014: EUR 10 mn negative impact)

Real Estate Asia Q3 2015 

EUR 3.9 mn net loss (Q3 2014: EUR 0.4 mn profit); predominantly due to higher net financing expenses

Kardan N.V. – Press Release – Q3 + 9M 2015 Results – Page 1

9M 2015 

EUR 12.9 mn net profit (9M 2014: EUR 3.8 mn profit), predominantly on the revaluation of Galleria Dalian (completed in Q2 2015)

Water Infrastructure Q3 2015   

EUR 1.4 mn net profit (Q3 2014: EUR 1.8 mn net profit) Strong growth in profit from continuing operations (Q3 2015: EUR 1.6 mn, Q3 2014: EUR 0.1 mn) Substantial revenue increase including positive foreign exchange effect of strong USD

9M 2015  

EUR 20.2 mn net profit (9M 2014: EUR 5.3 mn profit), including EUR 19 mn net profit on discontinued operations of KWIG and a one-off charge (EUR 3 mn) relating to early repayment of loan Positive impact of strengthening of USD versus the Euro

Banking and Retail Lending Q3 2015



EUR 3.9 mn net profit (Q3 2014: EUR 0.1 mn loss) predominantly on strong revenue growth

9M 2015 

EUR 11.6 mn net profit (9M 2014: EUR 5.4 mn profit) on growth in revenues, better equity earnings and improved account service including F/X

The Q3 + 9M 2015 condensed interim consolidated income statements, split into the different segments of Kardan N.V. are shown in the table below. It is noted that the comparable results of Q3 and 9M 2014 have been adjusted to reflect the impact of the discontinued operations of KWIG. Condensed Interim Consolidated Income Statement Kardan N.V. For the three months ended September 30, 2015: Real Estate Asia

Total revenues Total expenses

1.6 4.8

Water Infrastructure

Banking and Retail lending In € millions 41.8 10.8 39.4 8.2

Other

Total

Total

Total

Q3 - 2015

Q3 - 2014

12M- 2014

1.2

54.2 53.6

40.3 40.9

230.4 223.8

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

(3.2)

2.4

2.6

(1.2)

0.6

(0.6)

6.6

Profit (loss) from fair value adjustments, disposal of assets and investments, equity earnings (loss)

1.4

(0.2)

0.6

-

1.8

0.1

33.4

Result from operations before finance expenses

(1.8)

2.2

3.2

(1.2)

2.4

(0.5)

40.0

Financing income (expenses), net

(3.3)

0.4

1.1

4.2

2.4

(7.3)

(19.3)

Profit (Loss) before income tax

(5.1)

2.6

4.3

3.0

4.8

(7.8)

20.7

Income tax (expenses)/benefit

1.2

(1.0)

(0.4)

(0.1)

(0.3)

(1.4)

(13.0)


Profit (Loss) from continuing operations

(3.9)

1.6

3.9

2.9

4.5

(9.2)

7.7

Profit (Loss) from discontinued operations

-

(0.2)

-

-

(0.2)

1.7

(2.6)

(3.9)

1.4

3.9

2.9

4.3

(7.5)

5.1

(3.9)

1.4

3.9

2.9

4.3

(7.5)

5.1

(12.6)

23.3

26.9

(8.3)

15.8

32.0

Total

Total

Total

9M - 2015

9M - 2014

12M- 2014

3.8

164.3 159.9

141.4 135.6

230.4 223.8

Profit (Loss) for the period Attributable to: Non-controlling interest Net result for equity Other comprehensive income/ (loss) Total Comprehensive Income / (Loss) to Kardan equity holders

For the nine months ended September 30, 2015: Real Estate Asia

Water Infrastructure

Banking and Retail lending In € millions 129.8 30.3 122.1 22.1

Other

Total revenues Total expenses

4.2 11.9

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

(7.7)

7.7

8.2

(3.8)

4.4

5.8

6.6

Profit (loss) from fair value adjustments, disposal of assets and investments, equity earnings (loss)

22.2

(1.5)

1.5

(0.1)

22.1

4.9

33.4


14.5

6.2

9.7

(3.9)

26.5

10.7

40.0


1.4

(2.1)

3.0

(45.4)

(43.1)

(21.8)

(19.3)

Profit (Loss) before income tax

15.9

4.1

12.7

(49.3)

(16.6)

(11.1)

20.7

Income tax (expenses)/benefit

(3.0)

(2.9)

(1.1)

(0.3)

(7.3)

(4.2)

(13.0)

Profit (Loss) from continuing operations

12.9

1.2

11.6

(49.6)

(23.9)

(15.3)

7.7

Profit (Loss) from discontinued operations

-

19.0

-

-

19.0

3.9

(2.6)

Profit (Loss) for the period Attributable to:

12.9

20.2

11.6

(49.6)

(4.9)

(11.4)

5.1

Net result for equity

12.9

20.2

11.6

(49.6)

(4.9)

(11.4)

5.1

(5.6)

23.9

26.9

(10.5)

12.5

32.0

Other comprehensive income/(loss) Total Comprehensive Income / (Loss) to Kardan equity holders

Overall summarized review of Q3 + 9M 2015 results If developments are specifically attributable to Q3 2015, these are mentioned separately in all following analyses. Kardan recognized a consolidated net profit of EUR 4.3 mn for Q3 2015 (Q3 2014: EUR 7.5 mn loss) on the back of positive results of the Water Infrastructure and Banking & Retail Lending segments combined with the positive


effect of the weakening of the NIS versus the Euro on the financing expenses of the holding company. In the 9M 2015 period Kardan recognized a consolidated net loss of EUR 4.9 mn (9M 2014: loss of EUR 11.4 mn). All subsidiaries contributed positive net results, including the significant fair value adjustment on the completion of the shopping mall in Dalian (China) and including the EUR 19 mn net gain on the sale of KWIG in China. However, these contributions were more than off-set by high net financing expenses which include a negative foreign exchange revaluation impact of EUR 23 mn due to the depreciation of the Euro versus the Israeli Shekel (9M 2014: negative revaluation impact of EUR 10 mn). Taking into account the direct equity impact of foreign currency translation differences and changes in the hedge reserves combined with the net result, the Total Comprehensive Loss to Kardan shareholders in 9M 2015 amounted to EUR 10.5 mn. Real Estate Asia contributed a loss of EUR 3.9 mn (Q3 2014: EUR 0.4 mn profit) to the Q3 2015 consolidated net result of Kardan, mainly due to higher net financing expenses mitigated by better equity earnings than in the comparative period last year. Galleria Dalian, which was completed in Q2 2015, contributed significantly in Real Estate Asia’s 9M 2015 net profit contribution of EUR 12.9 mn (9M 2014: 3.8 mn profit). Although significantly more apartments from joint venture projects were delivered in 9M 2015 than in the comparative period last year, equity earnings were impacted by an impairment on inventory in Q2 2015, following the challenging market circumstances. The impact of the strong RMB versus the Euro (particularly in Q1 2015) resulted in the recognition of a net financing income for 9M 2015. Water Infrastructure recorded a net profit contribution of EUR 1.4 mn in Q3 2015 (Q3 2014: EUR 1.8 mn profit, which included EUR 1.7 mn profit from discontinued operations) mainly on strong revenue growth and net financing income due to non-utilization of credit lines, and by the strengthening of the USD versus the Euro (the majority of project revenue is denominated in USD). The 9M 2015 net profit contribution of EUR 20.2 mn (9M 2014: EUR 5.3 mn net profit), includes a substantial profit from the sale of KWIG and a one-off charge related to the early repayment of a loan. Excluding these effects, the water infrastructure segment also improved its year on year results. In Q3 2015, the Banking and Retail Lending segment reported a net contribution of EUR 3.9 mn profit (Q3 2014: EUR 0.1 mn loss). The net profit contribution for 9M 2015 amounted to EUR 11.6 mn profit (9M 2014: EUR 5.4 mn profit) on an improved operating result, better equity earnings deriving from Avis Ukraine and from an improvement in account services including F/X. Included in “Other” are the expenses and finance costs of Kardan and GTC RE. The NIS weakened against the Euro in Q3 2015 which positively impacted the net financing expenses by EUR 16 mn (Q3 2014: negative contribution of EUR 4 mn) and more than off-set the higher financing costs due to the Debt Settlement, resulting in a net profit contribution of EUR 2.9 mn in Q3 2015 (Q3 2014: EUR 9.6 mn loss). Consequently, the 9M 2015 net contribution amounted to a loss of EUR 49.6 mn (9M 2014: 25.9 mn loss).

Equity September 30, 2015

December 31, 2014

Total Assets

565.2

459.0

Total Equity

85.6

92.4

Equity/Total assets (%)

15%

20%

Kardan N.V. (company only, in € million)

The shareholder’s equity of Kardan N.V. decreased from EUR 92.4 mn as of December 31, 2014 to EUR 85.6 mn as of September 30, 2015, as the result of the loss of EUR 4.9 mn for the first nine months of 2015 combined with the negative foreign exchange revaluation during the reporting period, albeit partially off-set by the issuance of shares as part of the Debt Settlement. For further details, reference is made to the Statement of changes in Equity in the 9M 2015 consolidated Financial Statements.

Covenants As at September 30, 2015, the Company and its subsidiaries met all its covenants.


Highlights per segment: The result from operations before finance expenses of each segment is presented in note 5 of the condensed 9M 2015 interim consolidated financial statements called "Segment result". In this press release, additional segment information is provided for information purposes.

REAL ESTATE Kardan is active in development and management of Real Estate through the segment Real Estate Asia, which comprises its 100% subsidiary Kardan Land China (‘KLC’) operating in China.

Real Estate Asia General developments China and Kardan Land China The recovery of the world economy during the first nine months of 2015 was weaker than expected by macroeconomic analysts, to some extent due to the economic slow-down of China of which the GDP growth in the period January – September was 6.9% (y-o-y). Whereas China managed to achieve a 7.4% (y-o-y) economic growth in 2014, the expectation is that the targeted 7% for the full year 2015 will be ambitious, albeit that the Chinese economy grew faster than economists expected in the third quarter of 2015 as resilient growth in the emerging services sector helped compensate for weakness in manufacturing and property. In an effort to stimulate growth, the Chinese government cut interest rates six times since November 2014 and eased the reserve requirement ratio for banks. Although still weak, parts of the real estate sector are accordingly showing signs of a modest recovery, with average cost of new homes in certain cities rising for a couple of months now. The urban household per head disposable income rose by 9.2% y-o-y (nominal), the consumer price index went up by 1.4% (y-o-y) in 9M 2015 and total retail sales of consumer goods continued to grow (y-o-y) by 10.5% in 9M 2015, at a fairly stable pace when compared to the annual growth of 10.4% for the first half of 2015. The main objective of the current five year plan is to transition China’s economy from export dependent to consumer driven. This objective is expected to be continued in the coming five year plan (2016-2020), in which the Chinese government has adjusted the expected GDP growth rate going forward to around 6.5% per annum. The real estate market in China – both residential as retail - continues to be influenced by two fundamental drivers, according to analysts: 1) the plans of the government to control the effects of urbanization, such as by focusing on providing sufficient and sustainable housing for rural migrants and 2) growing disposable income per head leading to an increase in domestic demand. KLC has – since its initiation some 10 years ago - based its strategy on such fundamentals and has accordingly developed both residential apartments in various joint venture projects and retail projects. Galleria Chengdu, the first shopping mall that KLC opened in November 2010, was sold in 2014. Galleria Dalian, the shopping mall of the large Europark project in Dalian, was officially opened in August 2015 and currently has 76% signed lease contracts, which are expected to result in such occupancy rate in the first half of 2016. With this project, KLC specifically focuses on consumers and individuals with high quality requirements by offering its customers a comprehensive lifestyle concept: a complete shopping and leisure area combined with small office - as well as luxury apartments situated around a green park and connected to the city’s new subway line. Accordingly, the mix of tenants reflects Galleria Dalian’s objective to include family entertainment features as a key element. Real estate developers in general are still hesitant to initiate new construction until the market has digested the inventory of unsold apartments and houses. Similarly, KLC is cautious in further developing its residential joint venture projects in order to control its inventory. Concurrently, KLC focused on selling complete apartment buildings of the Europark Dalian project: In 2014, the SOHO (small office home office) A2 building - comprising 201 apartments - was sold and delivered and in August 2015 the service apartment building B (262 apartments and 14 parking spaces) was sold. Delivery of the Building B is expected to take place in Q4 2017; whereas the core and shell of the building is already completed the interior needs to be constructed according to the agreed upon design. In the first nine months of 2015, KLC sold 817 apartments from joint venture projects (9M 2014: 778), the result of intense marketing efforts, particularly in Q3 2015 when 68% more units were sold than in the comparable period last year (2015: 346, 2014: 206). The percentage of unsold completed apartments - including those of Dalian - in the inventory increased to 10% as at September 30, 2015 (December 31, 2014: 9%).


Residential projects Kardan Land China Units sold in the period 9M/15

9M/14

Q3/15

Q3/14

2014

417

417

176

103

550

56

141

20

34

162

Joint Venture projects* Olympic Garden Suzy Palm Garden

53

37

18

6

75

291

183

132

63

256

817

778

346

206

1,043

Dalian

267**

209

267**

1

211

Total

1,084

987

613

207

1,254

City Dream 100% owned

* 100% number presented; KLC holds approx. 50% ** Comprises 5 Building A apartments and Building B in total (262)

Results Real Estate Asia Real Estate Asia For the nine months For the three months ended September 30 ended September 30 In € millions

Full Year

2015

2014

2015

2014

2014

Delivery of units Rental income Management fee and other revenues

0.5 1.0 2.7

9.2 3.3

0.7 0.9

0.4 1.2

46.9 5.1

Total revenues

4.2

12.5

1.6

1.6

52.0

Cost of delivery of units Cost of rental income Other expenses and management & service recharge expenses, net

0.4 0.9

7.6 -

0.3

0.4 -

44.2 -

2.0

1.7

1.4

0.6

3.3

Gross profit

0.9

3.2

(0.1)

0.6

4.5

SG&A expenses

8.6

5.8

3.1

2.1

8.9

Adjustment to fair value (impairment) of investment property

21.7

4.4

(0.2)

1.1

8.9

Gain on disposal of assets and other income

0.3

-

0.1

-

16.8

Equity earnings (losses)

0.2

-

1.5

(1.4)

7.2


14.5

1.8

(1.8)

(1.8)

28.5

Financing income (expenses), net Income tax (expenses) / benefit

1.4 (3.0)

3.4 (1.4)

(3.3) 1.2

2.6 (0.4)

5.4 (9.3)

Net profit (loss) to Equity holders

12.9

3.8

(3.9)

0.4

24.6

Additional information Kardan Land China Balance sheet (in € millions) Share of investment in JVs Investment Property Under Construction Investment Property Inventory Cash & short term investments Total Assets

2015 (30.09)

2014 (31.12)

65.8 252.1 102.3 59.5 533.5

60.7 181.1 98.1 66.6 470.3


Loans and Borrowings Advance payments from buyers Total Equity

127.7 6.9 325.8

Operational Information Residential

9M/15

9M/14

Q3/15

Q3/14

39.4 11.9 1,084 2 1,231 2,685(b)

21.9 6.5 987 46 531 3.721

7.1 3.2 613 225

7.4 2.4 207 3 150

Revenue Residential - JV (in € million) Gross profit residential - JV (in € million) Apartments sold in period (a) Apartments delivered in period (Dalian, 100%) Apartments delivered in period (joint venture, 50%) Total apartments sold, not yet delivered

(a) (b)

120.7 0.2 305.6 FY 2014 50.0 14.6 1,254 250 1,480 2,832

All residential apartments, incl. Dalian (100%), which includes 5 of Building A and 262 of Building B in 2015.9M 2014 includes 209 Dalian apartments. Includes approximately EUR 29 mn gross profit (Kardan Land China share)

Result analysis nine months 2015 The Real Estate Asia segment, fully comprising Kardan Land China, contributed EUR 12.9 mn profit to Kardan’s consolidated 9M 2015 net result (9M 2014: EUR 3.8 mn profit), predominantly on the back of the substantial adjustment to fair value regarding Galleria Dalian which was completed in the second quarter of 2015. The 9M results of last year included a significantly lower revaluation of Galleria Dalian, but did still include the result of the 50% that KLC held in Galleria Chengdu (this mall was sold in Q4 2014). In addition, it is noted that the strengthening of the RMB versus the Euro had both an impact on the income statement as on the balance sheet. During the 9M 2015 period the RMB on average was significantly stronger (17.5%) versus the Euro than in the comparable period last year, and as at September 30, 2015 compared to yearend 2014, the RMB was 4% stronger versus the Euro. In the third quarter of 2015, a net loss of EUR 3.9 mn (Q3 2014: EUR 0.4 mn profit) was recorded, mainly due to higher net financing expenses as some interest expenses could no longer be capitalized following the completion of Galleria Dalian and including a negative foreign exchange revaluation impact of the RMB, mitigated by better equity earnings than last year. “Delivery of units” relates to the revenue resulting from the handover of apartments of the Europark Dalian project (100%) whilst the results of KLC’s joint venture residential activities are reported as “Equity in net earnings of joint ventures”. Although Galleria Chengdu has been sold in Q4 2014, KLC is still the asset manager of the mall albeit with a different fee structure for this activity. “Management fee and other revenues” accordingly predominantly relates to the 100% asset management activities for both Galleria Chengdu and for Galleria Dalian. Total revenues decreased significantly in 9M 2015 compared to the same period last year, predominantly as fewer apartments of the Europark Dalian project were handed over (2 compared to 46 last year). It is, however, noted that since the opening of Galleria Dalian in August 2015, the relating rental income is recorded as part of the total revenues. In the 9M 2015 results, SG&A expenses increased significantly (y-o-y) as additional marketing efforts were made for the Europark Dalian project, general and administration expenses increased due to one-off expenses relating to the change in management in Q2 2015 and taking into account the foreign exchange revaluation impact as the RMB on average was stronger in 9M 2015 than in the comparable period last year. Although markedly more apartments from joint venture projects were delivered in 9M 2015 (1,231) than last year in the same period (531), the relating higher revenue at a better gross margin were predominantly off-set by the impairment of inventory in the amount of EUR 2.9 mn in Q2 2015. Consequently, equity earnings in 9M 2015 amounted to a profit of EUR 0.2 mn, only slightly better than the break-even result of last year, when the results from the delivery of apartments were off-set by financial expenses. The lower net financing income (9M 2015 compared to 9M 2014) comprises significantly higher (y-o-y) financing expenses (as of Q2 2015 some interest expenses could no longer be capitalized following the completion of Galleria Dalian) and a positive net effect of EUR 6.4 mn due to the strong appreciation of the RMB versus the Euro in 9M 2015 (9M 2014: positive effect of EUR 2.6 mn). Income tax expenses increased (y-o-y) in 9M 2015 due to the significantly higher fair value adjustment to Galleria Dalian than in the comparable period last year. Additional Information The value reported under Investment Property as at September 30, 2015, fully reflects Galleria Dalian – which was completed in Q2 2015 and consequently no longer reported under Investment property under construction – and


includes the effect of the appreciation by 4% of the RMB versus the Euro at reporting date compared to year-end 2014. The strengthening of the RMB additionally impacted the inventory (although the number of apartments in inventory decreased y-o-y as at September 30, 2015, the value increased) and “Loans and borrowings” (predominantly relating to the use of a construction loan for Europark Dalian). Following the sale of Building B in Q3 of 2015 and the 10% payment of the transaction amount (in line with the sale agreement), ‘advance payments from buyers’ was significantly higher at September 30, 2015 than as at year-end 2014. Equity as at September 30, 2015 increased (versus year-end 2014), mainly due to a combination of the profit in the period combined with the foreign currency effect of the RMB.

WATER INFRASTRUCTURE Tahal Group International B.V. (‘TGI’), Kardan’s water infrastructure company, focuses on executing water related projects worldwide through its subsidiary Tahal, which is active in Africa, Central and Eastern Europe, India and in other regions and countries, such as Israel. Up until recently, TGI also focused on developing water assets (e.g. wastewater, water treatment and water supply plants) predominantly through Tahal Assets which, through its subsidiary KWIG, was mainly active in China. The first phase (75%) of the sale of the shares of KWIG was concluded in Q1 2015; completion of the sale of the remaining 25% is due shortly. General developments water infrastructure markets and Tahal The United Nations predicts that if nothing is done, water demand could outstrip water supply by up to 50% by 2050 (compared to 2015). Rapid population growth, industrialization and economic development, particularly in emerging markets, will increase the need for food and energy and accelerate urbanization, accordingly leading to more need for (access to) water. In addition, climate change – also largely an effect of industrialization – exacerbates the challenges with respect to water issues. Access to safe drinking water and sanitation is a human right and it is an essential resource in the production of most types of goods and services including food, energy and manufacturing. Although there is worldwide recognition for the challenges and risks that water scarcity brings, solutions are hampered – particularly in emerging countries – by funding, infrastructure issues and water management and by potential for cross border coordination issues. The required investment funds for water projects are generally not provided for in national or community budgets. Equally, pay-back of the investment is challenging as proper metering and billing for water (both for domestic use as well as in agriculture) is generally lacking. Tahal is fully aware of this and accordingly includes a funding proposal for projects as part of their tender offers. At present, Tahal is managing and conducting a number of large projects with an integrated agricultural and regional development focus, as well as other water related projects in various countries (i.e. Angola, Russia, India, Ghana, Israel etc.) During the first three quarters of 2015, Tahal signed up new projects amounting to a total of approximately USD 125 mn predominantly on the back of the significant Karnataka project in India (USD 71 mn) to design, build and operate a water supply system to provide treated potable water to approximately 131 villages in the Gadag District. During Q3 2015 new projects amounting to nearly USD 29 mn were signed up, of which a USD 10 mn project in Ethiopia was the main contributor. At September 30, 2015, the backlog of Tahal amounted to USD 341 mn (yearend 2014: USD 358 mn) as the result of newly signed agreements was more than off-set by the effect of the progress of execution (and thus revenues) of projects.

Results Water Infrastructure For the nine months ended September 30, 2015 2014

For the three months ended September 30, 2015 2014 In € millions

Full Year 2014

Contract revenues

129.8

102.7

41.8

31.9

142.8

Contract cost

109.6

85.3

35.9

25.9

118.4

Gross profit

20.2

17.4

5.9

6.0

24.4

SG&A expenses Equity earnings / (losses) Gain on disposal of assets and other income

12.5 (1.5) -

10.5 (0.6) 0.4

3.5 (0.4) 0.2

3.6 (0.4) 0.4

14.5 (0.6) (0.4)

6.2

6.7

2.2

2.4

Result from operations before financing expenses

8.9



(2.1)

(3.3)

0.4

(1.4)

(4.8)

Income tax (expenses) / benefits

(2.9)

(2.0)

(1.0)

(0.9)

(3.0)

Profit (loss) from continuing operations

1.2

1.4

1.6

0.1

1.1

Net profit (loss) from discontinued operations

19.0

3.9

(0.2)

1.7

(2.6)

Net profit (loss)

20.2

5.3

1.4

1.8

(1.5)

Attributable to: Equity holders (Kardan N.V.)

20.2

5.3

Additional Information Water Infrastructure* Balance sheet (in EUR million) Cash & short term investments Total Assets Net debt / (cash) Equity Equity / Assets Other (in USD million) Backlog

2015 (30.09)

1.4

1.8

(1.5)

2014 (31.12)

40.4 181.7 (37.8) 61.5 33.9%

16.6 289.4 40.0 102.9 35.6%

341

358

* On the basis of Tahal Group International consolidated

Result analysis nine months 2015 It is noted that following the sale of KWIG in Q1 2015, the segment Water Infrastructure Assets is no longer reported on separately. Consequently the results of the water infrastructure activities are presented as one segment, predominantly reflecting the global water infrastructure projects activities of Tahal. The comparable results of 2014 have accordingly been restated and the results of KWIG are presented as discontinued operations. Water Infrastructure contributed EUR 20.2 mn net profit in 9M 2015 (9M 2014: EUR 5.3 mn profit contribution), including EUR 19.0 mn net profit from the sale of KWIG and a one-off charge of EUR 3 mn relates to the early repayment of the FIMI loan following this sale. In addition, the 9M 2015 result includes a significant positive impact of the average foreign exchange rate movement as the USD and the NIS appreciated versus the Euro. In 9M 2014, KWIG contributed EUR 3.9 mn to the net result of the water infrastructure segment. Excluding these two effects, (also from the 9M 2014 results) the underlying result of the ongoing water infrastructure activities increased from EUR 2.5 mn in 9M 2014 to EUR 4.2 mn profit in 9M 2015. Revenue increased by 26.4% y-o-y in 9M 2015 – on the back of strong annual revenue growth in both Q2 and Q3 of 2015 as good progress was made in the execution of projects and due to a substantial foreign exchange impact, as the Euro depreciated against the NIS and the USD, the currencies in which the majority of the projects is denominated. It is noted that revenue of new projects generally starts to be recognized according to the relevant agreed upon milestones, which is usually after the first invoice has been sent or the first agreed upon phase of the project has been completed. Whereas the gross profit margin in Q3 2015 was significantly lower than in the same quarter last year, which was exceptionally high as one large project recognized a significant gross margin, the 9M 2015 gross margin was only somewhat lower at 15.6% (9M 2014: 16.9%), on a slightly different mix of projects than last year. Although savings in staff costs were achieved in local currencies, SG&A expenses were 18% higher (y-o-y) in 9M 2015 mainly as the result of the average depreciation of the Euro versus NIS and the USD and including a higher (y-o-y) amount relating to employee stock option and bonus plans. The net financing result in 9M 2015 is the combination of the non- utilization of credit lines, foreign exchange revaluation and income from hedging transactions, which were more than off-set by a one-off charge of EUR 3 mn which is attributable to the early repayment of the USD 25 mn loan in Q1 of this year, using the proceeds from the sale of KWIG. The profit from discontinued operations relates to the sale of KWIG. The funds from the sale of KWIG were allocated to transfer money to Kardan NV and to retain liquidity for Tahal’s ongoing business operations.


BANKING AND RETAIL LENDING Kardan is active in the financial services sector through its 100% holding in Kardan Financial Services (KFS) which operates through its wholly owned subsidiary TBIF (banking and retail lending) in Bulgaria and Romania. In addition, KFS is active in Ukraine with leasing activities through its 66% holding in Avis Ukraine. The results of Avis Ukraine and two other small entities are presented according to the equity method. General developments Bulgaria and Romania and TBIF The economic recovery in the Euro area and the European Union has been resilient and widespread among member states but - despite declining oil prices, accommodative monetary policy and a relatively weak external value of the Euro - also slow in 2015. In its Autumn 2015 economic forecast the European Commission notes that the slowdown in the economies of emerging markets and global trade and persisting geopolitical tensions are challenges to be faced, whilst growth in consumer spending on the back of improving real disposable income, easier credit conditions and progress in investments – among other things – are elements which will contribute to supporting growth further. Bulgaria The Bulgarian economy showed good, and increasing, growth in the first three quarters of 2015 (2%, 2.2% and 2.9% y-o-y respectively) mainly on the back of strong net exports, but also on private consumption as inflation was low and fuel prices fell. For the second half year of 2015, the European Commission (EC) foresees the Bulgarian economy to slow down as growth-supporting factors – such as the falling oil prices and including the absorption of EU funds - are expected to lose their strength. The unemployment ratio has continued to decrease - supported by export oriented industries and by the fact that the working population continues to decrease (aging and immigration) – but wage increases are limited and a more stringent tax regime has been implemented. This makes for consumers being cautious and, rather than spending their money, depositing a substantial part of their savings. Consequently, the liquidity in the banking system remains high. However, Bulgaria’s financial sector remains exposed to the situation in Greece as it comprises many subsidiaries of Greek banks. The ECB recently announced that it would be ready to extend a backstop facility to Bulgaria to prevent contagion to the local banking system. In addition, in mid-October, the European Commission adopted a EUR 102 million programme to boost the competiveness of Bulgaria's small and medium-sized enterprises (‘SME’). Investments under this programme, in the form of bank guarantees, are expected to generate between up to EUR 600 million of fresh loans for SMEs, thanks to the leverage effect of private investment. TBI Bank Bulgaria continued to experience strong competition but, through intensified marketing efforts and the introduction of new products, managed to generate new business in 9M 2015 (compared to 9M 2014), particularly in its SME portfolio with a main focus on agricultural loans. However, following some early repayments, the net portfolio decreased slightly compared to year-end 2014. Deposit taking increased by nearly 15% (y-o-y) at lower interest expenses, as interest rates were lower than in the comparable period of 2014. Romania The Romanian economy continues to develop well, driven by strong private consumption and investment in a climate with supporting tax and monetary measures, such as the cut of the VAT rate for food in June 2015. In the first nine months of 2015, GDP grew by 3.7% (y-o-y). Retail sales continued to grow (10.9% y-o-y in September 2015) as real household income increases on the back of a combination of falling unemployment, solid wage growth and deflation. The contribution of net exports is expected to remain negative as rising domestic consumption spurs the demand for imports. The solid economic growth prospects are expected to give rise to increasing consumer and business confidence, which should support the financial sector in Romania. At present, however, the sentiment is still to be cautious in taking up loans and more geared towards saving. In the first half of 2015, the National Bank of Romania accordingly took measures to better control the liquidity of banks and to spur lending activity by cutting the minimum reserve requirement ratio (RRR) by 2 percentage points to 8%. Moreover, efforts have been made to clean up non-performing loans. Counter to the situation in Bulgaria, Greek banks represent only a small percentage of the Romanian banking sector. It is therefore not expected that a possible deterioration of the Greek situation will have a significant impact on the Romanian banking sector. Despite the hesitance in the market with respect to taking on loans, in the first nine months of 2015 TBI’s Romanian branch managed to grow its net loan portfolio by nearly 15% when compared to year-end 2014. This was achieved, among other things, by signing up partnerships with some retailers to initiate on-site credit facilities. Additionally, intensified sales efforts targeted towards the SME sector proved successful. Both the retail and the SME portfolio are of a good quality, with a low to very low ratio of non-performing loans.


Avis Ukraine focuses on operational leasing services mainly to international corporations. As the socio-political situation of Ukraine continues to be instable, this aggravates the already long-lasting economic crisis. The start of an IMF program, along with some measures that the National Bank of Ukraine has taken, has contributed to a gradual improvement of confidence in the domestic currency and in the banking system. However, big risks still remain and TBIF continues to closely monitor the situation.

Results Banking & Retail Lending

For the nine months ended September 30 2015 2014

For the three months ended September 30 2015 2014 In € millions

Full year 2014

Total revenues

30.3

26.2

10.8

6.8

35.6

Costs of banking & lending activities and other expenses

22.1

20.8

8.2

7.1

28.2

Gross profit

8.2

5.4

2.6

(0.3)

7.4


1.6

0.3

0.7

0.4

0.2

Gain on disposal of assets and other income Result from operations before financing expenses

(0.1)

0.6

(0.1)

0.1

1.2

9.7

6.3

3.2

0.2

8.8

Financing income (expenses), net Income tax (expenses) / benefits

3.0 (1.1)

(0.5) (0.4)

1.1 (0.4)

(0.2) (0.1)

(0.9) (0.3)

Net Profit (loss) to Equity holders

11.6

5.4

3.9

(0.1)

7.6

Additional information Banking & Retail Lending For the nine months ended September 30

For the three months ended September 30

2015 29.5 (3.5) 26.0

2014 28.3 (4.7) 23.6

2015 10.0 (1.2) 8.8

2014 9.8 (1.3) 8.6

2014 38.4 (6.2) 32.2

6.9 2.0 34.9

6.8 2.2 32.6

2.5 0.8 12.1

2.4 0.8 11.8

9.2 3.2 44.6

Impairment losses on loan portfolio, net Staff and other operating expenses Gain on disposal of assets Operating profit

(5.2) (21.8) (0.3) 7.6

(6.9) (19.8) (0.6) 5.3

(1.6) (8.0) (0.1) 2.4

(5.4) (6.6) (0.2)

9.2 27.1 8.3

Other income, net Other financing expenses Equity earnings Profit before tax Income tax Net profit

4.3 (0.8) 1.6 12.7 (1.1) 11.6

1.1 (0.9) 0.3 5.8 (0.4) 5.4

1.5 (0.3) 0.7 4.3 (0.4) 3.9

0.7 (0.9) 0.4 (0.1) (0.1)

0.7 (1.3) 0.2 7.9 (0.3) 7.6

Interest income Interest expenses Net Interest income (expense) Fees and commissions income, net Other operating income, net Total income, net

Full Year


Additional balance sheet Information Banking & Retail Lending

2015 (30.09)

2014 (31.12)

Balance sheet (in € millions) Net loan portfolio Cash & short term investments Total Assets Deposits Total Equity

161.2 104.7 325.3 223.0 51.2

152.1 71.0 304.4 189.5 37.8

Portfolio quality Provisions / non-performing loans

69.6%

66%

Result analysis nine months 2015 Retail Banking and Lending contributed EUR 11.6 mn profit (9M 2014: EUR 5.4 mn profit) to Kardan’s 9M 2015 consolidated net result. In the first (IFRS) table presenting the results of the banking and retail lending activities, total revenues include impairments on the loan portfolios and interest expenses. In addition, the result of account services including F/X is presented in the line item ‘Financing income / (expenses), net’. In order to provide more clarity, a second table has been added disclosing the key operational line items of the banking and retail lending activities, in which net loan impairments and interest expenses are presented separately as well as account services including F/X (in “other income / (expenses), net”). The y-o-y improvement of the 9M 2015 net profit is due to a combination of higher y-o-y net interest income, a much better result of Avis Ukraine (reported under equity earnings) and significantly higher income from account services but partially off-set by higher staff and other operating expenses. Net interest income plus net fees and commission revenue (i.e. total income, net) increased by 7% on a better quality working portfolio and – resulting from lower interest rates for deposits and stringent liquidity management – lower interest expenses. Whilst it is management’s policy to clean up the portfolio expediently, the net impairment on loan portfolios was lower in 9M 2015 than last year in the same period, which included a substantial one-off impairment. Staff and other operating expenses in 9M 2015 increased by some 10% (y-o-y) due to higher staff costs relating to a larger sales and marketing staff particularly in Romania as well as due to a one off provisioning of ESOP plan expenses particularly in Q3 2015. Other income (net) increased y-o-y on a growth of account services including F/X. Avis Ukraine managed to increase its market share in very difficult market circumstances, and to generate nearly 20% higher revenues in 9M 2015 than in the same period last year. As costs were brought down, a substantially higher net contribution (as reported under equity earnings) was recorded compared to the same period last year.

“Other” (Expenses) For the nine months ended September 30 2015 2014 General and administration expenses

For the three months ended September 30 2015 2014 In € millions 1.2 1.2

Full Year 2014

3.8

3.9


(0.1)

(0.2)

-


(45.4)

(21.4)

4.2

(8.3)

(19.0)

Income tax expenses (benefit)

(0.3)

(0.4)

(0.1)

-

(0.4)

Net profit (loss) to equity holders

(49.6)

(25.9)

2.9

(9.6)

(25.6)

(0.1)

6.1 (0.1)


General The net profit (loss) to equity holders presented in “Other expenses” relates to the holding and finance expenses of Kardan N.V. and its direct subsidiary GTC Real Estate Holding BV (GTC RE). It is noted that the Company’s equity is mostly exposed to the Chinese RMB on its assets side and to NIS on its liabilities side. Changes in the NIS exchange rate mostly impact the income statement while changes in RMB mostly impact the equity directly. Although the outstanding debt in NIS decreased as of September 30, 2015 compared to September 30, 2014 following repayments of bank debts and prepayments of debentures, the net financing expenses in 9M 2015 were significantly higher than in the same period last year. This is predominantly due to negative foreign exchange revaluation effects as on the NIS appreciated versus the Euro in the 9M 2015 period and due to the additional interest payable following the Debt Settlement. In Q3 2015, mainly as the NIS depreciated versus the Euro and following a change in the CPI, a positive foreign exchange revaluation of EUR 16 mn could be recognized (Q3 2014: negative impact of EUR 4 mn). In the first nine months of 2015, Kardan recognized a negative foreign exchange revaluation of EUR 23 mn (9M 2014: EUR 10 mn negative impact). The income tax expense relates to deferred tax on hedge instruments.

OUTLOOK 2015 Kardan N.V. In the interest of all of Kardan’s stakeholders, management of Kardan continues to work with its business segments to improve their results and consequently their value. Given that Kardan is exposed to the currency movements of the NIS and the RMB versus the Euro – as its liabilities are in NIS, its assets are predominantly in RMB and it reports in Euro – the Company’s results are dependent to a large extent on these currency movements and therefore the Company cannot give guidance on its results Management is committed to succeed both in strengthening its financial position and in organically growing Kardan’s existing businesses. A cash flow forecast for the coming two years can be found in the Directors’ Report on page 15, as well as in the Assumptions and Notes to the Cash Flow forecast.

This report also contains information regarding market developments which are based on external party research which was published in the following reports. Macro-economic reports National Bureau of Statistics, China International Monetary Fund, World Economic Outlook: Adjusting to lower commodity prices (October 2015) European Commission; Economic Forecast Autumn 2015: Moderate recovery despite challenges (November 2015) OECD; Interim Economic Outlook: Puzzles and Uncertainties (September 2015) McKinsey; The four global forces breaking all the trends (April 2015) KBC; Economic Outlook Real Estate: National Bureau of Statistics, China IMF; Understanding Residential Real Estate in China (April 2015) Water Infrastructure IMF; Issues in managing water challenges and policy instruments (June 2015) McKinsey; Transforming water economies Financial Services Bulgarian National Bank, Economic Review Summaries Ministry of Finance Bulgaria, Bulgarian Economy, monthly report National Institute of Statistics Romania Kardan N.V. is not responsible for the nature or correctness of data presented in this section regarding market developments or macro-economic projections.


Analyst & Investor Call An analyst and investor call will be held on Thursday, November 26, 2015 at 10.30 CET. To take part in the call, please use the following dial-in number: Dial in number NL: +31(0)20 713 2789

Conference ID: 9975974

Dial in number UK: +44(0)20 3427 1906

Conference ID: 9975974

A sound recording of the conference call will be made and will be available on the Kardan website (www.kardan.nl) shortly after the call. The Investor Relations presentation will be published on the corporate site, www.kardan.nl, approximately one hour after publication of this release. Please confirm your attendance to [email protected].

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. The Director’s Report including the financial statements, drawn up in accordance with the Dutch and Israeli regulations, are presented in a separate document and form an integral part of this release. For further information please contact: Caroline Vogelzang Director Investor Relations +31 (0)20 305 0010 [email protected] 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)”
