Effective upon consummation of the Merger, Seth M. Wise, who served as President of Woodbridge prior to the consummation of the Merger, was appointed Executive Vice President of BFC Financial Corporation, and each of Mr. Wise, Jarett S. Levan, President of BankAtlantic Bancorp Inc. and Chief Executive Officer and President of BankAtlantic, and the following six directors of Woodbridge who were not also directors of BFC--James Blosser, Darwin Dornbush, Alan J. Levy, Joel Levy, William Nicholson and William Scherer--were appointed to BFC’s Board of Directors to serve for a term expiring at BFC’s 2010 Annual Meeting of Shareholders. While it was anticipated that S. Lawrence Kahn, III, who also served as a director of Woodbridge prior to consummation of the Merger, would also be appointed to BFC’s Board of Directors, Mr. Kahn chose not to accept his appointment to BFC’s Board of Directors because, under applicable law, he was prohibited from serving on BFC’s Board of Directors while continuing to serve on the Board of Directors of an unaffiliated financial institution. The composition of BFC’s Audit, Compensation and Nominating/Corporate Governance Committees were reconstituted as follows: (i) BFC’s Audit Committee, which previously consisted of Oscar Holzmann, Chairman, D. Keith Cobb and Neil Sterling, now consists of Joel Levy, Chairman, Oscar Holzmann and William Nicholson; (ii) BFC’s Compensation Committee, which previously consisted of Neil Sterling, Chairman, D. Keith Cobb and Oscar Holzmann, now consists of Neil Sterling, Chairman, D. Keith Cobb and William Nicholson; and (iii) BFC’s Nominating/Corporate Governance Committee, which previously consisted of Neil Sterling, Chairman, D. Keith Cobb and Oscar Holzmann, now consists of James Blosser, Chairman, Oscar Holzmann and Alan J. Levy. Effective upon consummation of the Merger, BFC's Articles of Incorporation were amended to increase the number of authorized shares of BFC's Class A Common Stock from 100,000,000 shares to 150,000,000 shares, and BFC's By-laws were amended to (i) increase the maximum number of members of BFC's Board of Directors from 12 to 15 and (ii) provide that each director hereafter elected or appointed to BFC's Board of Directors will serve for a term expiring at BFC's next annual meeting of shareholders. As a result of the amendment to BFC's By-laws described in clause (ii), following BFC's 2012 Annual Meeting of Shareholders, BFC's Board of Directors will no longer be divided into multiple classes serving staggered terms. In connection with the adoption of the Rights Agreement, on September 21, 2009, BFC's Articles of Incorporation were also amended to set forth the designation and number of Preferred Shares as well as the relative rights, preferences and limitations of the Preferred Shares.

BFC Financial Corporation announced that the annual general meeting to be held on May 19, 2009, the shareholders to approve an amendment to the company's Amended and Restated Articles of Incorporation increasing the number of authorized shares of the company's Class A Common Stock from 70,000,000 shares to 100,000,000 shares.

BFC Financial Corporation, Annual General Meeting, May 19, 2009, at 11:30 Eastern Daylight. Location: BankAtlantic Support Center, 2100 West Cypress Creek Road, Fort Lauderdale, FL 33309,United States. Agenda: To elect one director to the company's Board of Directors to serve until the Annual Meeting in 2012; to approve an amendment to the company's Amended and Restated Articles of Incorporation increasing the number of authorized shares of the company's Class A common stock from 70,000,000 shares to 100,000,000 shares; to approve an amendment to the company's 2005 Stock Incentive Plan; and to transact such other business as may properly be brought before the Annual Meeting or any adjournment thereof.