SCHEDULE: MILFAM Nominees Win Scully Royalty Board Election

MILFAM LLC's slate of five nominees was successfully elected to the Board of Directors of Scully Royalty Ltd. at the Annual General Meeting on December 27, 2025, despite the company's attempt to postpone the meeting.

Summary

• MILFAM LLC's five nominees, Jerrod Freund, Mark Holliday, Alan Howe, Nimesh Patel, and Skyler Wichers, were elected to the Board of Directors of Scully Royalty Ltd. at the Annual General Meeting on December 27, 2025.
• The Company's incumbent nominees failed to receive a majority of votes and were therefore not re-elected.
• MILFAM proceeded with the Annual Meeting as scheduled, despite what it described as the Company's "purported and invalid attempt to postpone" the meeting.
• Company representatives were absent from the designated meeting room, which was locked, leading MILFAM to hold the meeting just outside with clear signage.
• A quorum of at least 20% of common shares was present in person or by proxy at the meeting.
• Neil S. Subin, President and Manager of MILFAM LLC, beneficially owns 1,985,952 common shares, representing 13.0% of the outstanding shares.
• MILFAM LLC beneficially owns 1,957,597 common shares, representing 12.9% of the outstanding shares.
• The total common shares outstanding for Scully Royalty Ltd. were 15,226,351 as of November 24, 2025.

Sentiment

Score: 8

Explanation: The sentiment is highly positive for the activist shareholder group (MILFAM LLC) as they successfully achieved their objective of electing their entire slate of nominees to the board, indicating a significant shift in corporate control and a clear path for their proposed transition plan. This is a decisive victory for the reporting persons.

Positives

• Shareholders supporting MILFAM's slate achieved their objective of electing new directors, potentially leading to desired corporate changes.
• The newly elected board is committed to pursuing a transition plan focused on fair representation of all shareholders' interests and improved operational and capital efficiency.
• The successful election demonstrates active shareholder engagement and the ability of a significant shareholder group to influence corporate governance.

Negatives

• The Company's attempt to postpone the Annual Meeting and its absence from the scheduled venue indicate potential internal conflict and resistance to shareholder demands.
• The need to hold the meeting outside a locked room suggests a breakdown in communication and cooperation between the incumbent management/board and a major shareholder group.

Risks

• Potential for ongoing corporate governance disputes or legal challenges stemming from the contested Annual Meeting and the Company's attempt to postpone it.
• Uncertainty regarding the transition plan and its execution, which could impact company operations and financial performance in the short term.
• Risk of disruption to company operations or strategy due to the change in board control and potential shifts in management.

Future Outlook

The newly elected directors are pursuing a transition plan for Scully Royalty Ltd., with a stated focus on fair representation of all shareholders' interests and a renewed emphasis on operational and capital efficiency.

Management Comments

• MILFAM looks forward to the newly elected directors leading the next chapter of the Company focused on fair representation of the interests of all shareholders and a renewed focus towards operational and capital efficiency.

Industry Context

This event reflects a growing trend of shareholder activism where significant investors, often family offices or activist funds, challenge incumbent management and boards to drive strategic changes, improve governance, or unlock shareholder value. The successful election of a dissident slate, despite resistance from the company, underscores the power of concentrated ownership and effective proxy campaigns in influencing corporate direction.

Comparison to Industry Standards

• This filing does not provide specific financial or operational results to compare against industry benchmarks. However, the successful election of a dissident slate of directors by a significant shareholder group like MILFAM LLC is a common outcome in shareholder activism campaigns, aligning with similar situations seen with companies like Starboard Value at Darden Restaurants or Elliott Management at various targets, where activists push for board representation to enact strategic changes.

Management Changes

Corporate Governance

Legal Proceedings

• The filing mentions the Company's "purported and invalid attempt to postpone" the Annual Meeting, which could imply a basis for future legal challenges or disputes, though no active legal proceedings are explicitly detailed.

Stakeholder Impact

• Shareholders: Significant positive impact for shareholders aligned with MILFAM's objectives, as their nominees now control the board, potentially leading to strategic changes aimed at enhancing shareholder value. Shareholders not aligned with MILFAM may view this as a negative.
• Management/Employees: Potential for changes in executive management and operational strategies as the new board implements its transition plan, which could lead to uncertainty or restructuring.
• Creditors/Suppliers: The focus on "operational and capital efficiency" could lead to changes in how the company manages its finances and relationships, potentially impacting creditors and suppliers.

Next Steps

• The newly elected directors will pursue a transition plan for Scully Royalty Ltd.
• The new board will focus on fair representation of all shareholders' interests.
• The new board will emphasize renewed operational and capital efficiency.

Key Dates

Recommendation

The successful election of MILFAM's nominees represents a significant change in corporate control and governance for Scully Royalty Ltd. While this outcome is a clear victory for the activist shareholder group and signals a potential for strategic improvements and enhanced shareholder value, the immediate impact on the company's operations and financial performance is yet to be seen. The transition plan and its execution will be critical. Investors should hold to observe the new board's actions and the tangible results of their initiatives before making further investment decisions. The prior resistance from the company also suggests potential for ongoing friction, which could introduce short-term volatility.

Keywords

Scully Royalty Ltd., SRL, MILFAM LLC, Shareholder Activism, Board Election, Corporate Governance, Schedule 13D, Proxy Contest, Director Election, Shareholder Meeting