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

record of capital stock of CTO, entitled to vote at the
Company’s 2018 Annual Meeting of Shareholders, and intends to appear in person or by proxy at the meeting to bring this business
before the meeting.

Shareholder Proposal:

PROPOSED: The shareholders of CTO, assembled
at the annual meeting in person and by proxy, hereby request the Board of Directors (the “Directors”) to take immediate
steps to narrow the discount between NAV and the Company’s share price by hiring an independent, previously unaffiliated, adviser
to maximize shareholder value by evaluating all options for the Company, including through a sale of CTO or through the liquidation
of CTO’s assets.

Supporting Statement:

We believe the proper focus of CTO management
should be the maximization of shareholder value by either a sale of CTO or through the liquidation of CTO’s assets. In 2016, over
69% of shareholders backed a proposal submitted by Wintergreen to hire an independent adviser to evaluate ways to maximize shareholder
value through the sale of CTO or through the liquidation of CTO’s assets. At the time, the Company indicated that one of the factors
preventing a sale was its substantial remaining land holdings. Since that time, the Company has placed under contract the majority
of the remaining land. Based on the Company’s own NAV estimate in the 2017 Q3 Shareholder Presentation, the Company currently trades
at a massive discount to NAV. We believe the Company has effectively become a closed-end fund that is trading at a large discount.
On the Company’s Q3 2017 earnings call on October 19, 2017, the Company’s CEO indicated “What we’ve always said consistently
is that if there’s some sort of proposal out there that’s great for shareholders, we’re all about basically bringing that to the
board and discussing it, and if that works, bringing it to the shareholders.” Therefore, we believe that the greatest value
to shareholders will be to carefully evaluate all options for the Company, including through a thoughtful evaluation of the sale
of CTO or the liquidation of CTO’s assets. We think a conversion to a REIT could have serious tax implications for CTO’s shareholders
and primarily works to entrench management. During one of the greatest bull markets in real estate over the last 3 years, CTO’s
stock price has gone nowhere. It is time to realize full NAV for shareholders and to stop rewarding management for what we view
as a failed strategy.

A vote for this shareholder proposal would
benefit all shareholders.

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Please
direct any questions regarding the information contained in this correspondence to our legal counsel, Edward Horton ((212) 574-1265)
of Seward & Kissel LLP, One Battery Park Plaza, New York, NY 10004.