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Wintergreen Advisers Thanks Shareholders for their Support on Consolidated-Tomoka Proxy Vote

Wintergreen Reaffirms Commitment to Holding CTO’s Management Accountable

April 26, 2017 3:45 PM Eastern Daylight Time

MOUNTAIN LAKES, N.J.–(BUSINESS WIRE)–Wintergreen Advisers, LLC (“Wintergreen”) serves as investment adviser to clients who have collectively owned more than 10% of Consolidated-Tomoka Land Co. ’s (”CTO” or the “Company”, NYSE: CTO) shares since 2006, and who currently own more than 27.2% of CTO’s shares.

Wintergreen’s COO Liz Cohernour and CEO David Winters released the following statement:

“Wintergreen has recognized the underlying value in CTO shares for more than eleven years, having owned more than 10% of CTO since 2006, and has repeatedly rejected management’s willingness to repurchase all or a significant portion of the shares owned by Wintergreen at a mutually agreeable price.  We are currently the company’s largest shareholder and have consistently fought for the rights of all shareholders.

“We are not alone in this fight, and we greatly appreciate the support of fellow shareholders and proxy advisory firm Egan-Jones, who recognized the need for change at CTO, particularly after Wintergreen had to file an action against CTO and its directors to allow CTO shareholders the opportunity to vote on Wintergreen’s slate of directors.  Since 2008, when our first proposal to de-stagger the Board of Directors was passed, Wintergreen proposals have benefitted all CTO shareholders. In 2009, Wintergreen proposed enacting majority voting, separating the Chairman and CEO positions, and including a ‘say on pay’ proposal.

“We put up our nominees this year based on a string of broken promises by CTO that need to be corrected.  Wintergreen’s core values compel us to speak out for shareholders when we believe that management has not acted in the interests of all shareholders.  Specifically, as we move forward we plan to demand action on and will routinely review the following key items:

  • CTO should immediately begin to focus the Income property portfolio to ensure that it has a common theme, and to reduce speculation in the portfolio;
  • CTO should design an executive compensation plan that has measurable metrics that tie compensation to a sustainable increase in share price.
  • CTO should meaningfully buy back shares, and the shares should be retired once they are repurchased.  Since record date in March, the Company has shown that significant progress can be made on buy backs, and this should continue.
  • Most importantly, CTO must focus on narrowing the discount between net asset value (NAV) and the Company’s current share price.

“On the last point, based on the company’s filings, we believe CTO’s NAV meaningfully exceeds where it is currently trading. This is simply unacceptable and management must take steps to significantly narrow this discount.

“CTO’s current Board of Directors has staked its reputation on its strategy. We will hold them to it. Wintergreen will continue to monitor CTO’s progress in the areas listed above, with specific focus on narrowing the discount.”

About Wintergreen Advisers

Established in 2005 by Liz Cohernour and David J. Winters, Wintergreen is an independent global money manager that employs a research-driven value style in managing global securities. As of March 31, 2017, Wintergreen Advisers had approximately $550 million under management on behalf of individuals and institutions through its mutual fund and other clients, and is based in Mountain Lakes, New Jersey.

For further information on Wintergreen Advisers, please call 973-263-4500 or visit www.wintergreenadvisers.com.

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Wintergreen Advisers, LLC



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