BBX Capital Corporation Announces Shareholder Approval of Spin-Off of BBX Capital Florida LLC and Corporate Name Change - Seite 3

Pursuant to New BBX Capital’s rights plan, one preferred share purchase right will accompany and initially be attached to each share of New BBX Capital’s Class A Common Stock and Class B Common Stock distributed in connection the spin-off. Subject to the terms and conditions of New BBX Capital’s rights plan, including certain exceptions set forth therein, the rights will become exercisable upon the earlier to occur of (i) 10 business days following a public announcement that a person or group of affiliated or associated persons or person(s) acting in concert therewith has acquired, or obtained the right to acquire, beneficial ownership of 5% or more of the outstanding shares of New BBX Capital’s Class A Common Stock, Class B Common Stock or total combined common stock or (ii) 10 business days (or such later date as may be determined by action of New BBX Capital’s Board) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 5% or more of the outstanding shares of New BBX Capital’s Class A Common Stock, Class B Common Stock or total combined common stock. Shares of New BBX Capital’s Class A Common Stock or Class B Common Stock received in the spin-off in respect of shares of the Company’s Class A Common Stock or Class B Common Stock acquired after this announcement and prior to the distribution of shares of New BBX Capital’s stock in the spin-off will be included in determining the beneficial ownership of a person and whether such person is an acquiring person under the terms of the rights plan. Therefore, a person could become an acquiring person under the terms of New BBX Capital’s rights plan simultaneously with the receipt of shares in the spin-off and be an acquiring person under both the Company’s rights plan and New BBX Capital’s rights plan.

In addition to other limited exceptions set forth in the rights plan, existing shareholders of the Company who beneficially own 5% or more of the outstanding shares of the Company’s Class A Common Stock, Class B Common Stock or total combined common stock and who are not acquiring persons under the terms of the Company’s rights plan will not be required to divest any shares as their share ownership will not trigger exercisability of the rights under New BBX Capital’s rights plan so long as they do not become the beneficial owner of one or more additional shares of New BBX Capital’s Class A Common Stock or Class B Common Stock (other than pursuant to certain limited exceptions expressly set forth in the rights plan or as determined by New BBX Capital’s Board) which results in their beneficial ownership of 5% or more of the outstanding shares of New BBX Capital’s Class A Common Stock, Class B Common Stock or total combined common stock.