Chapter A': Description of the General Development of Kardan NV's Business
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1 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 Kardan NV ("Kardan NV") was incorporated in Holland in the year 2003 as a wholly owned subsidiary company 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 purchase offer, within the framework of which it purchased their entire holdings in Kardan Israel from the share holders of Kardan Israel. Following the said process, Kardan Israel became a wholly owned subsidiary company of Kardan NV. In parallel, the shares of Kardan NV were registered for trade on the Tel- Aviv Stock Exchange and on the Pan-European Stock Exchange in Amsterdam – Euronext Amsterdam NV. Kardan NV is subject to Dutch law, including the companies law in Holland and the securities laws in Holland, and it is not subject to the Companies Law, 5759- 1999 and the regulations that have been promulgated thereunder. In addition, Kardan NV is subject to the Securities Law, 5728 -1968 and to the regulations promulgated under that law, which apply to companies that have been incorporated outside of Israel and which are traded on the Stock Exchange in Israel. Kardan NV is an investments and holding company, which operates, via subsidiary and related companies, in seven main fields of activity, as follows: Real estate; Financial Services - banking and retail credit; Financial Services - pensions and insurance; Infrastructure - projects; Infrastructures - assets and investments; motor vehicles and consumer products; and communication and technology. Most of Kardan NV's activities in the real estate field, its activity in banking and retail credit sector, its activity in pension and insurance sectors and its main activity in the infrastructure field are carried out overseas and are concentrated under Kardan NV, whereas its activities in the fields of motor vehicles and consumer products, communications and technology and part of the real estate activities are carried out in Israel and concentrated under Kardan Israel. The activities of the Kardan NV Group overseas In the mid 1990's Kardan Israel began to check the possibility of investing in Central and Eastern Europe, because of the evaluation that a window of opportunity had opened in that area, which would enable the achievement of a higher yield on its investments. Since then and to this day, the Kardan NV Group has expanded its business activities in Central and Eastern Europe and as of today its main activities in the field of real estate, in the field of banking and retail credit and in the field of pensions and insurance and are focused in those countries. Material activities are also carried on in those countries in the infrastructure sector - projects and in the infrastructure - assets and investments sector (in these fields, the Kardan NV Group also has activities in Latin America, in Asia and in Africa). In addition, in the year 2005, the Kardan NV Group decided to expand its activities in China and in Western Europe. In the year 2006 the Kardan NV Group continued to expand its activities in China and it decided not to expand its investments in income generating assets in Western Europe and it is even examining the possibility of reducing them. In the year 2007 the Kardan NV Group began to expand its activities in the real estate field in India1 as well. The activities of Kardan NV in Israel 1 As at the statement date, activity in India is at a memorandum of understanding stage, entered by GTC Group to initiate a joint venture in India for building a commercial and residential project. 2 The activities of Kardan NV in Israel are carried out through the subsidiary company Kardan Israel. Kardan Israel was incorporated in the year 1982 under the laws of the State of Israel as a public company, and its shares were floated on the Tel-Aviv Stock Exchange in the years 1982 and 1989. In the year 2003 Kardan NV acquired all of the shares in Kardan Israel within the framework of an alternative purchase offer and Kardan Israel became a private company that is wholly owned by Kardan NV. In May 2005 Kardan Israel published a prospectus for an issue of securities to the public and a n alternative purchase offer for all of the shares of Kardan Real Estate Enterprise and Development Ltd. ("Kardan Real Estate") and in June 2005 Kardan Israel's shares were registered for trade on the Tel-Aviv Stock Exchange and it once again became a public company (for details in respect of this process see section 7.3.1 of the report). Kardan Israel has been controlled indirectly by the present shareholders of Kardan NV since the year 1990. In the period of time that has passed since the replacement of the control in it, Kardan Israel has changed its appearance and has changed from being a small Israeli company without any uniqueness into a varied holding company. As of today, Kardan Israel's activities are focused in four fields of activity: real estate entrepreneurship, construction works, motor vehicles and consumer products and communications and technology. For a description of Kardan Israel, see section 7 of the report. The controlling interests in Kardan NV have not made an undertaking not to carry out directly activities in the fields and in the regions in which Kardan NV operates. In practice, as of the time of the report, the controlling interests in Kardan NV are not carrying out directly any activities in the fields and in the regions in which Kardan NV operates2. 1.2 Definitions and assumptions In this report, the following terms will have the meanings that are recorded beside them: Kardan NV Kardan N.V. Kardan NV Group Kardan NV, together with its subsidiary and related companies Kardan Israel Kardan Israel Ltd. GTC RE GTC Real Estate N.V. GTC Poland Globe Trade Centre S.A. GTC Group GTC RE, together with its subsidiary and related companies Kardan Real Estate Kardan Real Estate Enterprise and Development Ltd. KFS (Beheer BV) Kardan Financial Services B. V. (formerly Herfstzon Beher B.V.) 2 Except for the investment by Mr. Eitan Richter in the company Baby First T.V. LLC ("BFTV") held at the rate of about 30.22% by Kardan Communications Ltd., a company that is wholly owned by Kardan, and except passive holding in yielding real estate in Israel belonging to Mr. Yosef Greenfel and Avi Shnur and holding of Mr. Eitan Richter in yielding assets in Israel and in Western Europe (including countries where GTC RE is active). 3 KFS Group KFS, together with its subsidiary and related companies TBIH TBIH Financial Services Group N.V. TBIF TBIF Financial Services B.V TBIH Group TBIH, together with its subsidiary and related companies TBIF Group TBIF, together with its subsidiary and related companies Tahal International Tahal Group B.V. Tahal Group Water Planning for Israel Ltd. Tahal Assets Tahal Assets B.V. Tahal Group Tahal International, together with subsidiaries and associated companies UMI United Motors Israel Ltd. Kardan Communications Kardan Communications Ltd. The Tel-Aviv Stock Exchange The Tel-Aviv Stock Exchange Ltd. NASDAQ National Association of Securities Dealers Automated Quotation system – in the USA Euronext The Pan-European Securities Exchange in Amsterdam – Euronext Amsterdam N.V. Dollar The US Dollar The financial statements The financial statements of Kardan NV as of December 31, 2007, prepared in accordance with the International Financial Reporting Standards (IFRS), which are included in part C of the report. Report of the Directorate Report of Kardan N.V. Directorate included in Part B herein. The Securities Law The Securities Law, 5728 – 1968 The Companies Law The Companies Law, 5759 – 1999 Ma'alot Standard & Poor`s Ma'alot- the Israeli Securities Rating Company Ltd (formerly, Ma’a lot - the Israeli Securities Rating Company Ltd.). Kardan NV is a holding company, in this part of the report the main details of the companies among its subsidiary and related companies that are material from Kardan NV's perspective are presented. 4 The significance of the companies from Kardan NV's perspective is examined by the management of Kardan NV. Some of the material companies are held by Kardan NV through Kardan Israel. In this part information is included in the description of the material companies and in the description of the transactions, which is material from Kardan NV's perspective, and in some of the cases the description has been expanded in order to present an in depth picture of the subject that is described. On January 1, 2007 Kardan NV changed the operating currency and the currency in which its financial statements are presented from the Dollar to the Euro, because Kardan NV's management is of the opinion that as from that time, the Euro is the currency that gives the best reflection of the economic environment in which the Kardan NV Group operates and in which its transactions take place. In the wake of the change, the figures are presented in this report in Euros. As from January 1, 2007, Kardan NV has begun to prepare its financial statements in accordance with International Financial Reporting Standards (IFRS) (See section 5 of the report). On the matter of the holding of shares in the companies that are mentioned in the report, figures on the holdings in any company whatsoever, including also all of the holdings in that same company which is held by means of subsidiary companies that are wholly owned by the investing company.