Scully Royalty Postpones AGM for Cayman Appeal as MILFAM Elects Five Directors with 20% Quorum

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Scully Royalty’s board postponed its AGM pending a Cayman Islands Court of Appeal hearing on the validity of MILFAM LLC’s director nominations, reserving all rights against MILFAM’s actions. MILFAM then held a Dec. 27 meeting with at least 20% quorum and elected five nominees: Freund, Holliday, Howe, Patel and Wichers.

1. Company Postpones Annual General Meeting Pending Cayman Islands Appeal

On December 29, 2025, Scully Royalty Ltd. confirmed that its board of directors has delayed the annual general meeting to secure a hearing before the Cayman Islands Court of Appeal regarding the validity of MILFAM LLC’s prior notice of director nominations. This action follows the Company’s initial announcement on December 24, 2025. Scully Royalty emphasized that the current board remains in office and reserves all rights against MILFAM and its nominees. The Company urged its shareholders to rely solely on its forthcoming official communications for any rescheduled meeting details.

2. MILFAM LLC Conducts Unilateral Meeting and Elects Five Nominees

MILFAM LLC, a significant shareholder of Scully Royalty, reported that on December 27, 2025, it convened an annual meeting outside the locked company-designated room after arriving to find no Company representatives on site. With a quorum representing at least 20% of common shares, MILFAM’s five nominees—Jerrod Freund, Mark Holliday, Alan Howe, Nimesh Patel and Skyler Wichers—secured a majority of votes cast. The Company’s own slate failed to achieve majority support. MILFAM has indicated that its newly elected directors are moving forward with a transition plan focused on operational and capital efficiency.

3. Governance Impasse Raises Investor Uncertainty

The concurrent claims over board control have created a legal and operational standoff at Scully Royalty. Investors now face uncertainty over which slate will assume governance and when critical strategic decisions—such as capital allocation and royalty asset management—can proceed. The outcome of the Cayman Islands Court of Appeal hearing, expected in early 2026, will determine the validity of MILFAM’s nomination process and set a timeline for any formal shareowner meeting. Until then, both current and purported director groups may be constrained in executing new initiatives.

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