Important Information

Legal Notices

The views expressed on this website represent the opinions of Wintergreen Advisers, LLC, Elizabeth N. Cohernour, Evan H. Ho, 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, 2017, 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.

In accordance with Rule 14a-12(a)(1)(i) under the Securities Exchange Act of 1934, as amended, the following persons are, or may be deemed to be, participants in this solicitation: Wintergreen Partners Fund, LP, a Delaware limited partnership, (the “Partnership”), Wintergreen Partners Offshore Master Fund, Ltd. (the “Master Fund”), a Cayman Islands exempted company, Wintergreen Advisers, LLC, a Delaware limited liability company (the “Adviser”), David J. Winters, Elizabeth N. Cohernour and Evan H. Ho.  The Partnership is the beneficial owner of 294,100 shares of Stock, representing approximately 5.27% of the Stock outstanding, which includes 5,882 shares of Stock held of record by the Partnership.  The Adviser is the investment adviser to Wintergreen Fund, Inc. (the “Fund”), a registered investment company, which owns 1,232,334 shares of Stock (approximately 22.08% of Stock), of which 24,647 shares of Stock are held of record.  The Adviser is also the investment adviser to the Master Fund, which owns 26,641 shares of Stock (approximately 0.47% of CTO’s stock outstanding), of which 533 shares of Stock are held of record. The Adviser also serves as investment adviser to the Partnership. The Partnership, the Master Fund and the Adviser are herein referred to as collectively, “Wintergreen” and references herein to Wintergreen also include, to the extent applicable, the Fund.  The principal business address of David J. Winters, Wintergreen Advisers, LLC, the Fund, and Wintergreen Partners Fund, LP is 333 Route 46 West, Suite 204, Mountain Lakes, New Jersey 07046.  The principal business address of the Master Fund is c/o Elian Fiduciary Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman, Cayman Islands, KY1-9007. The Adviser may be deemed to beneficially own 1,553,075 shares of Common Stock of CTO, which constitutes 27.82% of CTO’s Stock outstanding.  Although there is no formal written agreement, it is anticipated that David J. Winters and Wintergreen will vote their common stock together.  By virtue of the relationships described above, David J. Winters and Wintergreen Advisers, LLC may be deemed to beneficially own the Common Stock owned by the Fund, the Partnership and the Master Fund.  Additionally, each of David J. Winters, Elizabeth N. Cohernour and Evan H. Ho has an interest in being nominated and elected as a director of the Company.  Additional information regarding the participants’ ownership of Shares will be set forth in the proxy statement and other materials filed with the SEC in connection with the solicitation of proxies by the participants.

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 4/5/2018