Amsterdam October 30, 2008. International investment company Kardan N.V. (Kardan) announces that a meeting of the holders of non convertible debentures approved a proposal to amend some of the covenants. The amendments became necessary following the intention to merge Kardan’s real estate subsidiary GTC Real Estate N.V. (GTC RE) into Kardan.

One amendment relates to a covenant according to which Kardan should keep, for the benefit of the debenture holders, a certain ratio between all unpledged marketable securities held by it and all Kardan unsecured debt. If this ratio is not kept, Kardan will have to pledge a certain amount of GTC RE shares in favor of the debenture holders. As following the merger GTC RE cease to exist, the pledge should be replaced. The debenture holders meeting agreed with 99.6% of the votes to replace the pledge in GTC RE shares by a pledge in Globe Trade Centre SA (Poland) shares, Kardan Israel Ltd. shares and cash available.  In addition, originally irreversible, the debenture holders have agreed that this pledge of shares is reversible once that certain ratio is reached again at which point all the pledges will be released.

The approval to amend some covenants is the second important step in the process to merge Kardan and GTC RE after the filing of the merger documents on October 16, 2008. The general shareholder’s meeting of both Kardan and GTC RE to adopt the intended merger are expected to take place in the first half of December 2008.

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