#United States #New York #Proxy Vote #Scully Royalty #MILFAM

Scully Royalty Provides Important Update Ahead of Annual Meeting

In a recent announcement, Scully Royalty Ltd. (NYSE: SRL) shared significant updates concerning its annual general meeting (AGM) scheduled for December 27, 2025. This announcement comes amidst ongoing tensions with MILFAM LLC, which has issued a dissident proxy circular. The board of Scully Royalty firmly believes that MILFAM's attempt to nominate five individuals for the company's board violates the stipulated requirements laid out in the company's Memorandum and Articles of Association.

Legal Proceedings and Nomination Validity

On December 19, 2025, the Grand Court in the Cayman Islands ruled that MILFAM had complied with the necessary timeline for their nomination, declaring it valid. However, the management of Scully Royalty disagrees with this conclusion and plans to appeal the ruling to the Cayman Islands Court of Appeal promptly. This legal dispute underscores the contentious environment as shareholders prepare to engage in an important decision at the upcoming AGM.

Misleading Information in MILFAM Circular

Scully Royalty emphasizes that the MILFAM Circular contains critical omissions that may mislead shareholders during this pivotal voting process. The circular claims the nominated individuals are “independent” and would effectively represent the interests of all shareholders. However, several key relationships between the nominees and MILFAM have been obscured, raising concerns about their true independence.

One notable nominee, Alan Howe, currently serves on the Manager Oversight Committee of MILFAM, yet this affiliation is not adequately disclosed in the circular. Howe's long-standing involvement with Alimco Financial Corporation, a member of the MILFAM group, raises additional questions about potential conflicts of interest. His past roles extend to becoming Chief Executive Officer of Alimco and serving as its Chairman as recently as 2023.

Another nominee, Skyler Wichers, is mentioned as a portfolio manager for MILFAM but does not detail the substantial historical ties that Howe shares with the larger MILFAM organization. Given the lengthy service history between these individuals and the MILFAM group, the company believes that this information is vital for shareholders to make an informed decision.

Request for Transparency and Caution

Scully Royalty has made several attempts to inform MILFAM of these omissions, yet they remain unaddressed. The management urges shareholders to scrutinize MILFAM's proxy materials carefully. Shareholders should evaluate how MILFAM's actions align with Scully Royalty’s operations and overarching business interests, especially considering its regulated banking operations are at stake.

In light of these developments, Scully Royalty is taking steps to disseminate additional information and submit supplementary materials to their original proxy statement issued on November 28, 2025. This information will be available on relevant platforms such as SEDAR+ and the SEC’s EDGAR site. All shareholders are encouraged to read the supplementary materials thoroughly and cast their votes in favor of the company's management nominees included in the WHITE proxy. Importantly, those who have already submitted votes on the MILFAM gold proxy can still revoke them and submit their preferences with the management WHITE proxy.

By providing this update, Scully Royalty aims to ensure that shareholders are fully informed prior to voting at the AGM, reinforcing the importance of transparency and the implications of the ongoing proxy battle with MILFAM. The company stands ready to combat this opportunistic endeavor and will keep its shareholders informed as events unfold.