Consolidated-Tomoka Land Co. Determines that Proposal from Wintergreen Advisers is Not in Best Interests of Shareholders

Consolidated-Tomoka Land Co. announced today that its Board of Directors has reviewed and rejected a proposal from Wintergreen Advisers, LLC (“Wintergreen”), the Company’s largest shareholder, because it would have provided Wintergreen with undue influence over the Company and was deemed not in the best interests of the Company’s other shareholders.

The Company’s Board has detailed its reasoning in the response to Wintergreen and is also filing that correspondence in a Form 8-K. In that filing, the Company will also include copies of prior correspondence exchanged directly between the Company and Wintergreen regarding Wintergreen’s demand for inspection of corporate records and other matters (such as the nomination of Board candidates) to provide investors with additional information related to the Company’s response. Included in that filing will be copies of the Company’s proposal to include Wintergreen nominees and settle outstanding matters between the parties and Wintergreen’s letter rejecting the Company’s proposal together with a copy of Wintergreen’s counterproposal. The Company’s is making this filing for the benefit of its investors and in the interest of disclosure and transparency.

The Wintergreen proposal required, in part, that the Company do the following:

– Immediately appoint a director nominee nominated by Wintergreen to fill a vacancy on the Company’s nine-member Board of Directors and have that nominee named Chairman of the Board no later than the 2009 Annual Meeting of Shareholders;

– Nominate two additional Wintergreen director nominees as candidates for the Board of Directors, to be included in the Board-endorsed slate of nominees at the Company’s 2009 Annual Meeting; and

– Amend the Company’s charter documents to provide for the annual election of all Directors beginning in 2010 and allow Wintergreen to nominate additional candidates for those seats.

Although the Board greatly respects the considerable investment that Wintergreen has made in the Company and agrees that it warrants reasonable representation on the Company’s Board of Directors, the Board determined that the proposed terms suggested by Wintergreen were so excessive that they would have infringed on the rights of nearly three-quarters of the Company’s shareholders giving the Board no choice but to exercise its fiduciary obligations and reject the proposal.

On November 11, 2008, the Company offered to fill the current vacancy on the Board with a Wintergreen director nominee, as well as to include one additional Wintergreen nominee on the Board-endorsed slate of nominees for election as directors at the Company’s 2009 Annual Meeting. Wintergreen dismissed this offer and responded to it with the Wintergreen proposal submitted to the Company on November 17, 2008.