Forward Looking Statements:
1
This presentation contains forward-looking statements which are made pursuant to the Safe Harbor Provision of the Private Securities
Litigation Reform
Act of 1995 and are also forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. All forecasts, projections, future plans or other statements, other than statements of historical fact, are
forward-looking
statements. Forward-looking statements
are based on current expectations and involve a number of risks and uncertainties. Actual results,
performance, or achievements could differ materially from those contemplated, expressed, or implied by the forward-looking statements
contained
herein, and we can give no assurance that our
expectations will prove to be correct or that we will be successful in achieving long-term growth and
profitability or any other goals or expectations described herein. Future results could differ materially as a result of a variety of
risks and uncertainties,
many of which are outside of our
control. These risks and uncertainties include, but are not limited to: those relating to the proposed merger described
in this presentation, the potential benefits of the merger, including, without limitation, that the simplification of BFCs
corporate structure and/or the
efficiencies expected to result
from the merger may not be realized, the ability of the parties to satisfy all of the conditions to closing the merger, and
the risk that the proposed transaction may not otherwise be consummated in accordance with the contemplated terms, or at all; risks that
future
dividends will not be declared or paid on the basis
anticipated, or at all; risks and uncertainties associated with the impact of economic, competitive and
other factors on our operations, investments and assets; risks relating to BFC and BBX Capitals ability to successfully implement
currently anticipated
business plans, which may not be realized
as anticipated, if at all, including that acquisitions of or investments in real estate developments, real estate
joint ventures and operating businesses, including Renin, the acquisitions of BBX Sweet Holdings, and the investment of MOD Pizza may not
achieve the
returns anticipated, may not be profitable and will
expose us to risks associated with the project or business acquired or in which the investment was
made, including, in the case of Renin, foreign currency exchange risk of the U.S. dollar compared to the Canadian dollar and Great
Britain Pound; risks
that the integration of acquired operating
businesses may not be completed effectively or on a timely basis; investments in real estate developments,
either directly or through joint ventures, will increase our exposure to downturns in the real estate and housing markets and further
expose us to risks
associated with real estate development
activities, including that joint venture partners may not fulfill their obligations and risks that the projects will
not be developed as anticipated, or at all; risks relating to Bluegreen, which include, risks inherent to companies operating in the
vacation ownership
industry, risks associated with
regulatory non-compliance and risks relating to customer satisfaction and the ability to achieve sales of vacation
ownership interests. This presentation also contains information regarding past activities and operations. Prior or current performance
is not a
guarantee or indication of future performance, and not
all of our past activities and investments have been described and some of our investments were
not successful and resulted in losses. In addition to the risks and factors identified above, reference is also made to other risks and
factors detailed in the
reports filed by BFC and BBX Capital with
the SEC, including, without limitation, those described in the Risk Factors section of the companies
respective Annual Reports on Form 10-K for the year ended December 31, 2015, and those described in the companies respective
Quarterly Reports on
Form 10-Q, filed with the SEC. We
caution that the foregoing factors are not exclusive. We do not undertake, and specifically disclaim any obligation, to
update or supplement any forward-looking statements whether as a result of changes in circumstances, new information, subsequent
events or
otherwise.
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