#USA #New York #Annual General Meeting #Scully Royalty Ltd. #MILFAM LLC

Scully Royalty Ltd. Provides Insights on Annual General Meeting

Scully Royalty Ltd. (NYSE: SRL) has recently issued an important update concerning its Annual General Meeting (AGM), which is set to take place on December 27, 2025. This announcement comes in response to actions taken by MILFAM LLC, a shareholder that has attempted to disrupt the proceedings through a purported dissident proxy circular.

On December 8, 2025, MILFAM filed this proxy circular aiming to nominate five individuals for election to the Company's board of directors at the upcoming AGM. However, Scully Royalty emphasized that MILFAM did not adhere to the necessary requirements for director nominations as stipulated by the Company's advance notice provisions, which are binding on shareholders.

In light of this failure to comply, Scully Royalty has deemed MILFAM's nominations as invalid. The Company's management has communicated this decision to MILFAM and highlighted that their nominations will not be considered during the meeting. Despite this clear communication, MILFAM persisted in filing its dissident circular, which Scully Royalty argues is an unwarranted attempt to create confusion among shareholders and disrupt the meeting.

Additionally, MILFAM has moved to the Cayman Island Grand Court, contesting the validity of the Company's requirements and seeking a declaration in their favor. Scully Royalty has made it clear that it will contest this application vigorously.

The Company firmly asserts that MILFAM's entire dissident circular and accompanying golden proxy are invalid. Consequently, any votes cast in favor of MILFAM's nominated candidates will not be effective. Instead, shareholders are invited to support the management's nominees outlined in the proxy statement issued by Scully Royalty on November 28, 2025.

To ensure clarity, Scully Royalty encourages its shareholders to review the management proxy statement and vote accordingly for the preferred nominees, which are included in the WHITE proxy. Furthermore, shareholders who might have already voted using the gold proxy are still allowed to change their votes and submit a management WHITE proxy, demonstrating the Company’s commitment to fair governance and proper shareholder engagement.

As Scully Royalty prepares for the AGM, it stands firm in promoting a transparent electoral process that allows shareholders an opportunity to make informed decisions regarding the composition of the board. The management team emphasizes the importance of acting collectively in the best interests of all shareholders, especially in light of the ongoing disputes regarding board nominations.

The AGM represents a critical moment for Scully Royalty, as the decisions made will shape the Company's leadership and direction in the future. The management is confident that adherence to the established nomination protocols will facilitate a meeting free of undue disruptions, ensuring a productive dialogue with shareholders and a path forward characterized by clarity and purpose.

In conclusion, Scully Royalty urges all shareholders to be proactive in their participation, to ensure that their voices are heard and contribute to the Company's governance positively. By looking closely at the management’s recommendations, shareholders can play a pivotal role in shaping the Company’s future at the forthcoming AGM.