13D Filing: Wintergreen Advisers and Consolidated Tomoka Land Co (CTO)

Exhibit B

Consolidated-Tomoka Land Co.

c/o Daniel E. Smith, Corporate Secretary

Post Office Box 10809

Daytona Beach, FL 32120-0809

November 13, 2017

Dear Mr. Smith:

Pursuant
to the 2017 proxy statement of Consolidated-Tomoka Land Co. and Rule 14a-8 under the Securities Exchange Act of 1934, as amended
(“Rule 14a-8”), Wintergreen Advisers, LLC presents the following Shareholder Proposal for inclusion in Consolidated-Tomoka
Land Co.’s 2018 proxy statement:

Proposing Shareholder Information:

The nominating shareholders are Wintergreen
Partners Fund, LP (the “Partnership”) and Wintergreen Advisers, LLC (the “Adviser”) on behalf of its clients
(as described below), 333 Route 46 West, Suite 204, Mountain Lakes, New Jersey 07046, phone number: (973) 263-2600. As of the date
of this notice, the Adviser may be deemed to beneficially own 1,553,075 shares of common stock, par value $1.00 per share (“Stock”),
of Consolidated-Tomoka Land Co. (“CTO” or the “Company”), which constitutes 27.82% of CTO’s Stock outstanding.
The Stock was purchased between February 21, 2006 and November 10, 2016. The dates upon which Wintergreen acquired ownership of
CTO’s shares is set forth on Appendix B, attached hereto. As of the date of this notice, the Partnership beneficially owns 294,100
shares of Stock (approximately 5.27% of CTO’s stock outstanding), which includes 5,882 shares of Stock held of record by the Partnership.
The Stock was purchased between February 21, 2006 and November 10, 2016. 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 21.47% of CTO’s
Stock outstanding). The Adviser also serves as investment adviser to the Partnership and other pooled investment vehicles, which
also own additional Stock (the Fund, the Partnership, the other investment vehicles and the Adviser, collectively, “Wintergreen”).
Wintergreen has beneficially owned more than 10% of the Stock since May 2006. Wintergreen has a good faith intention to maintain
an ownership interest in CTO that complies with the requirements of Rule 14a-8 through the date of the annual meeting and to attend
the annual meeting in person or by proxy (in compliance with Rule 14a-8 and CTO’s Bylaws) to present this proposal. Attached hereto
in Appendix A are copies of Schedule 13D amendments proving Wintergreen’s eligibility to make this proposal. As of the date of
this proposal, Wintergreen has not made any other proposal under Rule 14a-8 for the Company’s 2018 Annual Meeting of Shareholders
and does not intend to do so. In addition, the Partnership is a holder of