SRL News & Events

Scully Royalty Ltd. affirmed that, further to its news release on December 24, the company's board of directors postponed the annual general meeting of shareholders to allow a hearing before the Cayman Islands Court of Appeal as soon as reasonably practicable regarding the validity of the prior notice of direction nominations of MILFAM LLC. "The Company is aware of MILFAM's press release stating that it intended to unilaterally proceed with the Meeting, and thereafter that its nominees would be the directors of the Company. The Company has informed MILFAM of the invalidity of its unilateral actions and that it reserves all rights against MILFAM and its proposed nominees and joint actors. The Company advises that the postponed Meeting has not yet occurred and that the current board of directors remains in place. The Company urges all shareholders to only rely on official communications from the Company, including regarding the postponement and official re-scheduling time and date of the Meeting," Scully stated.

MILFAM, a large shareholder of Scully Royalty, announced its intention to proceed with the Annual General Meeting of Shareholders of the Company as scheduled on December 27. The Company previously announced on December 24, that the Company's Board of Directors had resolved to temporarily postpone the Annual Meeting. However, the Articles of Association of the Company do not confer any power upon the Board to postpone the Annual Meeting. Therefore, MILFAM intends to attend the Annual Meeting as scheduled and proceed with the election of directors. Based on proxies received as of today's date, there will be a quorum present at the Annual Meeting to conduct business. The frim said, " MILFAM invites the Company to work collaboratively and in good faith to ensure that the business of the Annual Meeting is conducted properly, that the venue remains accessible and that a Company representative will be present to record the minutes of the Annual Meeting. Any attempt to physically obstruct the conduct of the Annual Meeting, will be viewed as a further breach of duty by the Board. MILFAM itself and through its proxies currently controls over 58% of the outstanding shares of the Company for the purposes of the Annual Meeting and is in a position to elect its slate of nominees to the Board and vote against the re-election of the current members of the Board. MILFAM urges the Board to comply with its fiduciary duties and to stop blocking the will of the majority of the shareholders of the Company."

Scully Royalty announced that it has filed an appeal of the December 19 decision of the Grand Court of the Cayman Islands with respect to the notice of nomination of Milfam and its compliance with the timing requirements under the memorandum and articles of association of the company. The company further announced that its annual general meeting, originally scheduled for December 27, has been temporarily postponed for a short duration of time to allow a hearing before the Cayman Islands Court of Appeal to be heard as soon as practicable. The company is inviting Milfam to work collaboratively and in good faith with the company in this endeavor.

Scully Royalty Ltd. provided an update with respect to its annual general meeting scheduled for December 27, 2025, and responds to "material misrepresentations" contained in the dissident proxy circular issued by MILFAM LLC purporting to nominate five individuals to the company's board of directors. The company believes that MILFAM failed to comply with the requirements for director nominations prescribed by the company's Memorandum and Articles of Association, including the required timeline for submission of nominations. As previously announced, MILFAM made application to the Grand Court of the Cayman Islands seeking a declaration that its notice was valid. On December 19, 2025, the Grand Court issued an order declaring that the notice of nomination was validly delivered within the time period set out in, and in compliance with, the requirements as to timing contained in Article 20.2 of the Articles. The company believes the decision is incorrect at law and intends to appeal it to the Cayman Islands Court of Appeal for a hearing to be heard as soon as possible. "Despite our multiple demands, MILFAM continues to keep this material information from shareholders. We question why and ask what else are they and their disclosed and undisclosed joint actors hiding?"