SCULLY ROYALTY CORRECTS RECORD REGARDING POSTPONED ANNUAL GENERAL MEETING

Rhea-AI Summary

Scully Royalty (NYSE: SRL) corrected the record on Dec 29, 2025, confirming its board postponed the annual general meeting to allow a Cayman Islands Court of Appeal hearing regarding the validity of prior notice of direction nominations by MILFAM LLC.

The company said MILFAM issued a press release claiming it would unilaterally proceed with the meeting and install its nominees; Scully Royalty stated those unilateral actions are invalid, said it reserves all rights, and confirmed the postponed meeting has not occurred and the current board remains in place.

The company urged shareholders to rely only on official company communications for the postponement and any re-scheduled meeting date or time.

Positive

• Meeting postponed to permit Cayman Islands Court of Appeal hearing
• Current board of directors remains in place pending the hearing
• Company instructed shareholders to rely on official communications

Negative

• Proxy dispute with MILFAM LLC over director nominations creates legal uncertainty
• Potential shareholder meeting delay until court resolves nomination validity

Key Figures

Current price $7.10 Pre-news price for SRL on publication day

Daily move 4.57% 24h price change prior to this news

52-week range $5.13–$9.99 SRL 52-week low and high before this article

Shares outstanding 15,226,351 shares Common shares outstanding as of Nov 24, 2025 (Schedule 13D/A)

Neil S. Subin stake 1,985,952 shares (13.0%) Beneficial ownership reported in Schedule 13D/A

MILFAM LLC stake 1,957,597 shares (12.9%) Beneficial ownership reported in Schedule 13D/A

2024 cash compensation $2.1 million Cash compensation to directors and officers (2024 proxy materials)

Non-exec director fees $0.4 million Fees to non-executive directors in 2024

Market Reality Check

$8.55 Last Close

Volume Volume 61,188 is 3.32x the 20-day average of 18,418 shares. high

Technical Price $7.10 is trading above the 200-day MA of $6.40 and 28.93% below the 52-week high.

Peers on Argus 1 Up

SRL was up 4.57% with elevated volume, while peers showed mixed moves: DOMH up 4.49%, HGBL modestly higher, and SIEB and FLD down. This points to a stock-specific governance catalyst rather than a broad sector move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 22	AGM timing update	Neutral	-2.8%	Company provided an additional update regarding timing of the annual general meeting.
Dec 12	AGM dissident update	Neutral	-2.4%	Company addressed dissident proxy effort and treatment of MILFAM’s director nominees.
Sep 09	Mineral resource update	Positive	-0.6%	Separate ASX:SRL entity reported a major increase in scandium resource estimates.

Pattern Detected

Recent AGM-related headlines in December 2025 coincided with modest single-day share price declines, suggesting prior governance updates were met cautiously by the market.

Recent Company History

Over the last months, SRL’s news flow centered on its annual general meeting and a dissident proxy effort by MILFAM LLC. Updates on the Meeting in December 2025 were followed by small negative price reactions, while regulatory filings detailed a contested director nomination process and significant shareholdings above 10%. Today’s clarification on the postponed Meeting and ongoing Cayman court proceedings fits into this continuing governance dispute narrative.

Market Pulse Summary

This announcement clarifies that Scully Royalty’s postponed annual general meeting has not yet occurred and that the existing board remains in place pending a Cayman Islands Court of Appeal hearing. It follows weeks of governance-focused disclosures, including dissident activity from MILFAM LLC and reported stakes of 12.9–13.0% of 15,226,351 shares. Investors should monitor further court rulings, revised meeting dates, and any additional regulatory filings around board composition.

Key Terms

schedule 13d/a regulatory

""[SCHEDULE 13D/A] Scully Royalty Ltd. SEC Filing""

A Schedule 13D/A is an amended disclosure filed with regulators by an investor who already reported owning more than 5% of a company’s shares and needs to update their original filing. Think of it as a public status update that tells markets whether the investor’s ownership, plans, or source of funds have changed; such updates matter because they can signal a push for control, major strategic moves, or increased pressure on management, which can affect stock prices.

beneficial ownership financial

"Subin reports beneficial ownership of 1,985,952 common shares, representing 13.0%"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

proxy statement regulatory

"only the management nominees listed in its proxy statement dated November 28, 2025"

A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.

AI-generated analysis. Not financial advice.

NEW YORK, Dec. 29, 2025 /PRNewswire/ -- Scully Royalty Ltd. (the "Company") (NYSE: SRL) affirmed today that, further to its news release on December 24, 2025, the Company's board of directors postponed the annual general meeting (the "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 ("MILFAM").

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.

View original content:https://www.prnewswire.com/news-releases/scully-royalty-corrects-record-regarding-postponed-annual-general-meeting-302650284.html

SOURCE Scully Royalty Ltd.

FAQ

Why did Scully Royalty (SRL) postpone the Dec 2025 annual general meeting?

The board postponed the meeting to allow a Cayman Islands Court of Appeal hearing on the validity of prior notice of direction nominations by MILFAM LLC.

Does the Scully Royalty board remain in place after the postponed SRL meeting?

Yes. The company confirmed the postponed meeting has not occurred and the current board of directors remains in place.

What did MILFAM LLC announce about the SRL annual meeting on Dec 2025?

MILFAM issued a press release saying it intended to unilaterally proceed with the meeting and that its nominees would be directors; Scully Royalty disputes those actions as invalid.

Will Scully Royalty (SRL) hold the postponed meeting before the Cayman Islands Court of Appeal rules?

The company said it postponed the meeting to allow the appeal hearing and advised shareholders the postponed meeting has not yet occurred.

How should SRL shareholders get official information about the rescheduled meeting?

Shareholders were urged to rely only on official communications from the company for the postponement and any re-scheduled meeting date and time.