SCULLY ROYALTY PROVIDES MEETING UPDATE

Rhea-AI Summary

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Key Figures

AGM date December 27, 2025 Scheduled date of the annual general meeting

Director nominees 5 individuals Number of individuals MILFAM seeks to nominate to the board

Teletrac CEO tenure 2016–2019 Period Alan Howe reportedly served as Alimco’s CEO

Determine ownership More than 50% Stake held by Alimco, Neil Subin and related entities in Determine

Kaspien directorship 2022–2023 Period Mark Holliday served as Kaspien director until its delisting

Market Reality Check

$8.55 Last Close

Volume Volume 54,137 is 3.75x the 20-day average of 14,421, indicating unusually heavy trading ahead of the meeting. high

Technical Price at $7.13 is trading above the $6.41 200-day MA, suggesting a pre-existing upward bias into this governance update.

Peers on Argus

Peers in Financial Services/Capital Markets showed mixed, mostly modest moves (e.g., DOMH +0.88%, SIEB +2.01%, HGBL -3.1%, FLD -10.3%, NCTY +6.61%). SRL’s +17.08% move and 3.75x volume suggest a stock-specific reaction to its proxy dispute rather than a sector-wide trend.

Common Catalyst Several peers also had corporate news (index inclusion, AGM results), but only SRL’s price move aligns clearly with an intense proxy and governance contest.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 12	AGM/proxy update	Neutral	-2.4%	Company outlined plans for Dec 27 AGM and challenged MILFAM’s nominations.
Sep 09	Resource estimate news	Positive	-0.6%	Separate SRL-ticker issuer reported a major scandium resource increase.

Pattern Detected

Recent news-linked moves for SRL have tended to be modestly negative even on seemingly constructive updates, indicating a pattern of divergence between governance/operational news and short-term price reaction.

Recent Company History

Over the past several months, SRL’s key disclosures have centered on governance and corporate milestones. A Dec 12, 2025 update on the annual general meeting and dissident proxy effort coincided with a -2.36% move, while a Sep 9, 2025 resource update for an unrelated SRL-ticker company saw a slight -0.57% reaction. Against this backdrop, today’s contested-meeting announcement and criticism of the MILFAM circular occur after prior filings already detailed the nomination dispute and court process.

Market Pulse Summary

This announcement centers on Scully Royalty’s annual meeting and an escalating proxy contest with MILFAM LLC. The company details the Cayman court’s validation of MILFAM’s nomination timing, its intent to appeal, and extensive alleged omissions in the dissident circular, including undisclosed relationships among nominees and MILFAM-affiliated entities. In context with recent 13D/A filings and earlier AGM updates, investors may watch how the appeal, board composition, and any further proxy materials shape governance and the company’s regulated banking operations.

Key Terms

proxy circular financial

"material misrepresentations contained in the dissident proxy circular (the "MILFAM Circular")"

A proxy circular is a detailed packet sent to shareholders before a company vote that explains the issues to be decided, who is asking for your vote, the board’s recommendation, voting instructions and relevant background information. It matters to investors because it’s the primary source of facts and arguments needed to make informed voting decisions on matters like board elections, mergers or executive pay—think of it as the agenda and briefing notes for a critical company meeting.

special purpose acquisition corporation financial

"Spartacus was a special purpose acquisition corporation formed in 2020 and sponsored"

A special purpose acquisition corporation (SPAC) is a publicly traded shell company that raises money from investors with the sole aim of buying or merging with a private business so that the private company becomes publicly listed. Think of it as a blank check or shopping cart funded by investors and steered by managers; it matters because it offers a faster, alternative route to public markets but exposes investors to the risk that the managers’ deal choices, timing, or deal terms may not deliver the expected value.

delisting financial

"Holliday was a director of Kaspien from 2022 until at least its delisting in 2023"

Delisting occurs when a company's stock is removed from a stock exchange and is no longer available for trading there. This can happen voluntarily or because the company no longer meets the exchange's requirements. For investors, delisting means they can no longer buy or sell shares of that company on the exchange, which may make it more difficult to sell their investments or affect the stock's value.

advance notice policy regulatory

"belief that MILFAM's directors' nominations have violated the Company's advance notice policy"

A corporate rule that sets a deadline and procedures for shareholders to notify the company if they want to add items or nominate directors for an upcoming shareholder meeting. It matters to investors because it determines who can influence a company’s leadership and agenda—similar to an RSVP and agenda cutoff for a meeting—so it affects how easily activists or dissident shareholders can propose changes or challenge management.

proxy statement regulatory

"filing and mailing a supplement to 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.

board of directors financial

"purporting to nominate five individuals to the Company's board of directors"

The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.

AI-generated analysis. Not financial advice.

NEW YORK, Dec. 22, 2025 /PRNewswire/ -- Scully Royalty Ltd. (the "Company") (NYSE: SRL) provided an update today with respect to its annual general meeting (the "Meeting") scheduled for December 27, 2025, and responds to material misrepresentations contained in the dissident proxy circular (the "MILFAM Circular") issued by MILFAM LLC ("MILFAM") 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 (the "Articles"), 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.  

The MILFAM Circular Omits Critical Information for Shareholders and is Materially Misleading

Notwithstanding the Company's firm belief that MILFAM's directors' nominations have violated the Company's advance notice policy, the Company has repeatedly notified MILFAM of certain omissions in the MILFAM Circular which are, individually and taken together, significant and material in order for the Company's shareholders to make an informed vote.

The MILFAM circular, among other deficiencies, discloses that the MILFAM nominees are "independent" and that they would "fairly represent the interests of all Shareholders of the Company". However, MILFAM has purposefully withheld and obfuscated important relationships and positions between certain of its nominees and the MILFAM group. These omissions obscure the fact that a majority of the MILFAM nominees have significant past ties and relationships with the MILFAM group, including:

• The MILFAM Circular fails to disclose that its proposed nominee, Alan Howe, currently continues to serve as a member of the Manager Oversight Committee of MILFAM.
  
  
• Proposed MILFAM nominee Mr. Howe is currently a director of Alimco Financial Corporation ("Alimco"), the parent company of Alimco Re Ltd. ("Alimco Re"), a member of the MILFAM group, and he has served in such role for approximately two decades. An SEC filing by Alimco disclosed that in 2019, Mr. Howe's "principal occupation" was acting as Chairman of Alimco.

Additionally, the Company understands that Mr. Howe has also served as Alimco's Chief Executive Officer from 2016 to 2019, and that he continued to serve as Alimco's Chairman until as recently as 2023.

The MILFAM Circular disclosed that MILFAM's proposed nominee, Skyler Wichers, serves as an executive and portfolio manager of MILFAM and as a director of Alimco, but curiously omits Mr. Howe's longer standing and more senior positions with this member of the MILFAM group. MILFAM also discloses various positions that Mr. Howe has held with other entities dating as early as 1995, but curiously omits any mention of his long standing service to the MILFAM group, including what was once admitted by Alimco as his "principal occupation".

• MILFAM has not disclosed to the Company's shareholders compensation received by Mr. Howe from MILFAM and/or members of the MILFAM group for his service to them.
  
  
• The MILFAM Circular discloses that Mr. Howe served as a director of Spartacus Acquisition Corp. ("Spartacus") and Determine Inc. ("Determine"), and further discloses that he served as Chief Financial Officer and Vice President of Corporate Development for Teletrac Inc. ("Teletrac"). However, it omits certain important relationships held by Mr. Howe with MILFAM, Alimco, Neil Subin and other members of the MILFAM group.

Mr. Howe currently serves on the board of directors of NextNav Inc. ("NextNav"), a publicly traded entity, on which Mr. Subin also serves as a director and in which Mr. Subin and entities appearing related to the Milfam group are significant shareholders. The MILFAM Circular only mentions that Mr. Howe was a director of Spartacus until its business combination with NextNav in 2021. It makes no mention of this current co-directorship with Mr. Subin at this publicly traded company in which Mr. Subin and related parties have significant shareholdings.

These omissions also include, among others, that: (i) Spartacus was a special purpose acquisition corporation formed in 2020 and sponsored by Spartacus Sponsor LLC, whose managing members included MILFAM CI LLC, which was disclosed as controlled by MILFAM CI Management LLC (controlled by Mr. Subin), and whose directors at the time of its listing included Mr. Howe and Mr. Wichers; (ii) Mr. Howe also served as Chief Financial Officer of Teletrac in 2001 when Mr. Subin and MILFAM nominee Mark Holliday together served as directors of Teletrac; and (iii)  Alimco, Mr. Subin and other entities appearing related to them and the MILFAM group owned more than 50% of Determine's outstanding shares when they caused it to be liquidated and dissolved in 2019. 

• In respect of MILFAM nominee Mark Holliday, the MILFAM Circular fails to disclose that he and Mr. Subin served concurrently as directors of Teletrac, FiberTower Corporation ("FiberTower") and Primus Telecommunications Group, Incorporated ("Primus"), and that Mr. Subin held observer status at Kaspien Holdings Inc. ("Kaspien") during Mr. Holliday's tenure as a director. Additionally, the MILFAM Circular did not disclose that: (i) Mr. Holliday was a director of Kaspien from 2022 until at least its delisting in 2023, at which time Mr. Subin and other members of the MILFAM group were disclosed as its largest shareholder. Alimco also had appointed another director to the Kaspien board and Mr. Subin also had board observer rights at Kaspien pursuant to arrangements entered into with certain shareholders; (ii) Mr. Subin and Mr. Holliday served concurrently on the Primus board; and (iii) Mr. Subin and Mr. Holliday served as directors of FiberTower until they jointly resigned in 2009 and that a company controlled by Mr. Subin periodically served as a "consultant" to a significant shareholder of FiberTower in and around that time.

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?

We urge shareholders to use caution in reviewing MILFAM's proxy materials and continue to assess the impacts of its actions on the Company's business and operations, including its regulated banking operations. We will provide updates to our shareholders as we continue to take appropriate action against this opportunistic and improper attempt by MILFAM and its disclosed and undisclosed joint actors to take control of the Company.

The Company is filing and mailing a supplement to its proxy statement dated November 28, 2025, in relation to the above matters. These materials will be available under the Company's profile on SEDAR+, at www.sedarplus.ca, and the EDGAR website at www.sec.gov/edgar. Shareholders are encouraged to read these materials for important information and to vote FOR the management nominees set forth in the WHITE proxy.  A shareholder who has already voted on the MILFAM gold proxy is still entitled to vote and submit the management WHITE proxy.

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SOURCE Scully Royalty Ltd.