Page 26 of 42 – SEC Filing
Supporting Statement:
Despite the Company’s assertions
during the 2017 Proxy Contest, Wintergreen, as the largest shareholder of the Company with a 27.82% holding, has no representatives
on the Board. With the exception of Mr. Olivari, who Wintergreen believes has worked in shareholders’ interests, the other
directors that were originally nominated by Wintergreen have not been supported by Wintergreen since 2015. This lack of support
was well known by the Company, and this blatant misrepresentation should be grounds for them to immediately step down. As
an example, during CTO’s first and only Investor Day in December 2016, Mr. Olivari was the only director to leave the sequestered
conference room where the board was listening in to the presentation so he could speak with investors, some of whom had traveled
quite a distance to attend the meeting and all of whom had invested their time in attending the Investor Day. Mr. Albright, who
presented at the Investor Day, attempted to leave the event as soon as the presentation was completed. Only after significant objection
from investors other than Wintergreen did Mr. Albright participate in the Q&A. As soon as possible he ran from the room and
did not join investors for any conversation or for the scheduled bus tour around the CTO properties.
In addition to creating this false impression
about Wintergreen directors, the Company’s 2017 proxy materials and solicitation included several mistruths about Wintergreen.
These untruths to shareholders included misrepresentations about Wintergreen’s business and the impact of Wintergreen’s
past actions, which CTO has previously said have benefited all shareholders. It is unclear whether the then current Board members
and the then newly Company proposed directors are who authorized the use of corporate funds for conducting a very negative campaign.
However, as the statements have not been corrected or retracted, we believe that the full Board has implicitly approved of their
use, and therefore, are responsible.
The current Board members own a de minimis
amount of stock and therefore we believe their interests are not aligned with the true shareholders of the company. The three true
Wintergreen nominees, Liz Cohernour, Evan Ho, and David Winters, will represent shareholders true interests, including fulfilling
the shareholder mandate to maximize value and minimize the discount between current NAV and the corporate recognized and acknowledged
value.[1]
In 2016, the Board of CTO made a change
to the Company’s bylaws that required any action against the company to be heard in Volusia County, FL. This is a further
example of the shareholder unfriendly attitude of this Board, and we believe that the change should be immediately repealed.
Wintergreen believes that the Company’s
apparent march toward a conversion to a REIT[2]
would have disastrous results for CTO’s shareholders. Based on our calculations, we estimate that Wintergreen’s plan
to maximize value could result in a 64% to 69% premium to the Company’s REIT plan. Wintergreen’s nominees will work
to ensure that shareholders receive fair value for their shares. Wintergreen is focused on narrowing the discount and maximizing
shareholder value. Wintergreen is in no way beholden to any current member of management or the board, nor is Wintergreen interested
in prolonging the process of winding up CTO’s current business which except for trading in the open market right now looks
and is valued much like a closed end fund. Most of the land has now been sold, and the portfolio is now liquid and can be liquidated
in an orderly sale. We believe CTO’s managements actions continue to cause CTO to trade at a massive discount to NAV. Wintergreen
is not interested in permanent employment as directors of CTO.
[1] Page 27 of CTO’s REIT World 2017 Investor Presentation, filed on November 13, 2017.
[2] Page 30 of CTO’s REIT World 2017 Investor Presentation, filed on November 13, 2017
| 4 |
