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Kardan N.V. 2010 Barnea Report Dated 31-12-2010

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Kardan N.V. 2010 Barnea Report Dated 31-12-2010 Chapter A: Description of the General Development of Kardan NV’s Business 1. Kardan NV’s activities and a description of the development of its business 1.1 General 1.1.1 Kardan N.V. (“Kardan NV”) was incorporated in the Netherlands in 2003 as a wholly owned subsidiary of Kardan Israel Ltd. (“Kardan Israel”), which, at that time, was a public company whose shares were traded on the Tel Aviv Stock Exchange Ltd. (“The Tel Aviv Stock Exchange”). In July 2003, Kardan NV completed an alternative tender offer, under which it purchased the entire holdings of Kardan Israel from the shareholders of Kardan Israel, in consideration of an allocation of Kardan NV shares. The shares of Kardan NV were listed for trading on both the Tel Aviv Stock Exchange and the Pan-European Securities Exchange in Amsterdam – NYSE Euronext Amsterdam. Following the aforementioned process, Kardan Israel became a wholly owned subsidiary of Kardan NV; in June 2005, the shares of Kardan Israel were listed for trading on the Tel Aviv Stock Exchange and it again became a public company. 1.1.2 Since Kardan NV is a Dutch company, whose shares are traded on the Amsterdam Stock Exchange, it is subject to Dutch law, including corporate law in the Netherlands and securities law in the Netherlands, and it is not subject to the Companies Law, 1999 or the regulations enacted by virtue thereof. In addition, because Kardan NV securities were also issued to the public in Israel, Kardan NV is subject to the Securities Law, 1968 and to the regulations enacted by virtue thereof. Kardan NV is an investment and holding company that operates, through subsidiaries and associated companies, in the following seven principal areas: (1) real estate; (2) financial services – banking and retail credit; (3) financial services – pensions and insurance1; (4) infrastructure – projects; (5) infrastructure – investment in assets; (6) sale of motor vehicles; (7) operational leasing and car rental. In addition, business activities that are not included in the above areas of activity are classified in the category “Others”. The majority of Kardan NV’s activities in the real estate sector, its activities in the banking and retail credit sector and in the insurance and pensions sector, and the main part of its activity in the infrastructure sector are carried out overseas and are coordinated by Kardan NV, whereas its activities in the sale of vehicles sector, the operational leasing and car rental sector and part of its activities in the real estate sector are chiefly carried out in Israel and are coordinated by Kardan Israel2. 1 On November 28, 2010, following receipt of the regulatory approvals, KFS (as per the following definition) completed a transaction in which it sold all its holdings (40%) in the issued share capital of TBIH (as per the following definition) – which is the company coordinating the activities in the financial services – insurance and pension sector, in consideration of the sum of 128 million Euros. In compliance with the demands of IFRS 5, the activity in this sector has been presented as discontinued. For further details regarding this sale transaction, see Section 8.30.1 below. 2 The controlling shareholders of Kardan NV are not committed to any direct activity in the Kardan NV sectors of activity. At the time of this report, the controlling shareholders are not actually performing substantial activities in the fields and areas in which Kardan NV operates. 13102/1251/2833461/1 1.1.3 Activities of the Kardan NV Group overseas In the mid-1990s Kardan Israel started to explore the possibility of investing in Central and Eastern Europe due to its estimate that a window of opportunity had opened up in that area that would enable the Company to achieve a higher return on its investments. Since then, the Kardan NV Group has expanded its business activities overseas and today it is active in Central and Eastern Europe in the real estate sector, the banking and retail credit sector, the insurance and pensions3 sector and the infrastructure sector (projects and investment in properties). In 2005, the Kardan NV Group started to operate in China, where it is currently active in the real estate sector and the infrastructure sector (investment in properties). The Kardan NV Group also has operations in Latin America, Asia and Africa in the infrastructure sector (projects) – as well as limited activities in the real estate sector in Western Europe, Russia and Ukraine. In the wake of the crisis in the markets which began in 2008 and continued until the start of 2009, the Kardan Group adapted its activities and development plans to the situation, in particular in the real estate and financial services sectors in Central and Eastern Europe. For details, see Sections 7.16.2 and 8.6 of this Part. 1.1.4 Kardan NV’s operations in Israel Kardan NV’s operations in Israel are carried out through its subsidiary, Kardan Israel. Kardan Israel was incorporated in 1982 under the laws of the State of Israel as a public company, and its shares were listed for trading on the Tel Aviv Stock Exchange in 1982 and 1989. In 2003, Kardan NV acquired all the shares of Kardan Israel as part of an exchange tender offer and Kardan Israel became a private company wholly owned by Kardan NV. In May 2005, Kardan Israel published a prospectus for the public offering of securities and a full exchange tender offer for the shares of Kardan Israel Real Estate Enterprise and Development Ltd. (“Kardan Real Estate”), and in June 2005, the shares of Kardan Israel were listed for trading on the Tel Aviv Stock Exchange and it again became a public company. Since 1990, Kardan Israel has been indirectly controlled by the present controlling shareholders of Kardan NV. Kardan Israel’s activities focus on five sectors: real estate development, construction work, sale of motor vehicles, operational leasing and short-term car rentals, and communications and technology. In addition, as of December 2008, Kardan Israel has held shares in Kardan NV, which constitute approximately 11% of Kardan NV’s issued share capital. As of the date of the Report, Kardan NV holds approximately 73.67% of the issued capital of Kardan Israel. As of the date of the Report, Kardan NV is continuing to examine possible schemes for the transfer of a portion of its holdings in Kardan Israel to the shareholders of Kardan NV. Given the complexity of the process, which is subject to the laws of the Netherlands and of Israel, there is no certainty regarding the scheme of the transfer, its date or whether it will in fact take place. 3 See footnote 1 above. 2 1.2 Definitions In this report, the following terms shall have the meanings that appear alongside them: Kardan NV Kardan N.V. Kardan NV Group Kardan NV, together with its subsidiaries and associated companies. Kardan Israel Kardan Israel Ltd. GTC RE GTC Real Estate N.V.4 GTC Poland Globe Trade Centre S.A. GTC Holding GTC Real Estate Holding B.V. GTC Group GTC Holding, together with its subsidiaries and associated companies Kardan Real Estate Kardan Real Estate Enterprise and Development Ltd. Emed Emed Real Estate Development and Investment Ltd. Kardan Emed Properties Kardan Emed Properties Ltd. Dan Vehicle Dan Vehicle and Transportation D.R.T. Ltd. KFS Kardan Financial Services B.V. KFS Group KFS, together with its subsidiaries and associated companies TBIH TBIH Financial Services Group N.V. TBIF TBIF Financial Services B.V. TBIH Group TBIH, together with its subsidiaries and associated companies TBIF Group TBIH, together with its subsidiaries and associated companies Tahal International Tahal Group International B.V. Tahal Group Tahal Group B.V. Tahal Assets Tahal Group Assets B.V. 4 GTC RE ceased to exist on December 16, 2008, the date on which it was merged into GTC Holding, as detailed in Section 1.4.1 of this Part. Due to the fact that this report also describes events that took place prior to the merger, the activity of Kardan NV in the overseas real estate sector, insofar as it relates to events that took place prior to the merger, is attributed to GTC RE (and its subsidiaries and associated companies). Any real estate activity carried out overseas after the date of the completion of the merger, as well as general descriptions, are attributed in this report to GTC Holding (and its subsidiaries and associated companies). 3 Tahal Corporations Tahal International, Tahal Group, Tahal Assets together with their subsidiaries and associated companies. UMI Universal Motors Israel Ltd. Kardan Communications Kardan Communications Ltd. Kardan Technologies Kardan Technologies Ltd. RRsat RRsat Global Communications Network Ltd (formerly R.R. Satellite Communication Ltd.) Kardan Emed Properties Kardan Emed Properties Ltd. Emed Emed Real Estate Development and Investment Ltd. The Tel Aviv Stock Exchange The Tel Aviv Stock Exchange Ltd. NASDAQ National Association of Securities Dealers Automated Quotation System in the United States. Euronext The Pan-European Securities Exchange in Amsterdam – NYSE Euronext Amsterdam N.V. Dollar The US Dollar The Financial Statements The financial statements of Kardan NV as of December 31, 2010, which are included in Part C of the report. The Report of the Board of Directors The Report of the Board of Directors of Kardan NV as of December 31, 2010, which is included in Part B of the report. The Securities Law The Securities Law, 5728 – 1968 The Companies Law The Companies Law, 5759 – 1999 The Ordinance The Income Tax Ordinance (New Version), 5721 – 1961 Ma’alot Standard & Poor’s Ma’alot – the Israeli Securities Rating Company Ltd. Midroog Midroog Ltd.
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