Important Information

Legal Notices

The views expressed on this website represent the opinions of Wintergreen Advisers, LLC, Elizabeth N. Cohernour, Evan H. Ho, Edward W. Pollock, David J. Winters (the named persons, collectively, the “Wintergreen Nominees”) and certain other of its affiliates (all parties, collectively, “Wintergreen”), which beneficially own shares of Consolidated-Tomoka Land Co. (the “Company”) and are based on publicly available information with respect to the Company. Wintergreen recognizes that there may be confidential information in the possession of the Company that could lead it or others to disagree with Wintergreen’s conclusions. Wintergreen reserves the right to change any of its views and opinions expressed herein at any time and disclaims any obligation to notify the market or any other party of any such changes. Wintergreen disclaims any obligation to update the information or opinions contained on this website.

Certain financial projections and statements that may be included in this website have been derived or obtained from filings made with the Securities and Exchange Commission (“SEC”) or other regulatory authorities and from other third party reports. There is no assurance or guarantee with respect to the prices at which the Company’s common shares will trade. The estimates, projections and potential impact of the opportunities identified by Wintergreen herein are based on assumptions it believes to be reasonable as of the date of the materials on this website, but there can be no assurance or guarantee that actual results or performance of the Company will not differ, and such differences may be material.

The materials on this website are provided merely as information and are not intended to be, nor should they be construed as, an offer to sell or a solicitation of an offer to buy any security. These materials do not recommend the purchase or sale of any security.

Although Wintergreen believes the statements made in this website are substantially accurate in all material respects and does not omit to state material facts necessary to make those statements not misleading, Wintergreen makes no representation or warranty, express or implied, as to the accuracy or completeness of those statements or any other written or oral communication it makes with respect to the Company or its business, and Wintergreen expressly disclaims any liability relating to those statements or communications (or any inaccuracies or omissions therein). Shareholders and others should conduct their own independent investigation and analysis of those statements and communications and of the Company.

This website may be deemed to constitute solicitation material and is intended solely to inform shareholders so that they may make an informed decision regarding the proxy solicitation, as explained in greater detail below.

Forward-looking Statement

This website may contain forward-looking statements. These statements may be identified by the use of forward-looking terminology such as the words “expects,” “intends,” “believes,” “anticipates” and other terms with similar meaning indicating possible future events or actions or potential impact on the business or stockholders of the Company. These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that could cause actual results to differ materially. These risks and uncertainties include, among others, the ability to successfully solicit sufficient proxies to elect the Wintergreen Nominees to the Company’s board of directors, the ability of the Wintergreen Nominees to improve the corporate governance and performance of the Company and risk factors associated with the business of the Company, as described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, and in other periodic reports of the Company, which are available at no charge at the website of the Securities and Exchange Commission at http://www.sec.gov. Accordingly, you should not rely upon forward-looking statements as a prediction of actual results.

This website constitutes proxy solicitation material and is intended solely to inform stockholders so that they may make an informed decision regarding whether to support Wintergreen’s proxy.

The participants in this solicitation are Wintergreen Fund, Inc., a Maryland corporation, Wintergreen Partners Offshore Master Fund, Ltd., a Cayman Islands exempted company, Wintergreen Partners Fund, LP, a Delaware limited partnership (collectively, the “Wintergreen Funds”), Wintergreen Advisers, LLC, a Delaware limited liability company, David J. Winters and the Wintergreen Nominees. Wintergreen Advisers, LLC is the investment manager of the Wintergreen Funds. The principal business address of David J. Winters, Wintergreen Advisers, LLC, Wintergreen Fund, Inc., and Wintergreen Partners Fund, LP is 333 Route 46 West, Suite 204, Mountain Lakes, New Jersey 07046. The principal business address of Wintergreen Partners Offshore Master Fund, Ltd. is c/o Elian Fiduciary Services (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman KY1-9007, Cayman Islands. As of the date hereof, the Wintergreen Funds in the aggregate own 1,553,075 shares of Common Stock. As of the date hereof, Mr. Pollock, a Wintergreen director nominee, owns 440 shares of Common Stock. Although there is no formal written agreement, it is anticipated that David J. Winters, Wintergreen Advisers, LLC, the Wintergreen Funds and Mr. Pollock will vote their common stock together. By virtue of the relationships described above, David J. Winters, Wintergreen Advisers, LLC and Mr. Pollock may be deemed to beneficially own the Common Stock owned by the Wintergreen Funds and Mr. Pollock.

Wintergreen has beneficially owned more than 10% of the Common Stock of the Company since May 2006. Wintergreen has a good faith intention to continue to hold the Common Stock through the date of the Annual Meeting and intends to appear in person or by proxy at the Annual Meeting to present the aforementioned shareholder proposals.

-updated 3/22/2017