Page 23 of 42 – SEC Filing
Exhibit C
Consolidated-Tomoka Land Co.
c/o Daniel E. Smith, Corporate Secretary
Post Office Box 10809
Daytona Beach, FL 32120-0809
November 24, 2017
Dear Mr. Smith:
Pursuant to Section 1.11 of the Amended
and Restate Bylaws and the 2017 proxy statement of Consolidated-Tomoka Land Co., Wintergreen Partners Fund, LP and Wintergreen
Advisers, LLC on behalf of its clients present the following Director Nominees for election at Consolidated-Tomoka Land Co.’s
2018 annual meeting of shareholders.
Nominating 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 (as defined
below) 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 as set
forth on Appendix B, attached hereto. 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 CTO’s stock outstanding),
of which 24,647 shares of Stock are held of record. The Adviser is also the investment adviser to Wintergreen Partners Offshore
Master Fund, Ltd (the “Master Fund”), a Cayman Islands exempted company, 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 Fund, the Master Fund and the Adviser are herein referred to as 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 through the date of the annual meeting and to attend the annual meeting
in person or by proxy (in compliance with CTO’s Bylaws) to present the following nominations. In addition, the Partnership
hereby represents that it is a holder of 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.
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