Scully Royalty Ltd. Board of Directors Adopts Policy Prohibiting Shareholder Reimbursements without 75% Shareholder Approval

Scully Royalty Ltd. (NYSE: SRL) (the “Company”) today announced that its Board of Directors (the “Board”) has adopted a comprehensive Policy on Shareholder Reimbursements and Payments (the “Policy”), effective immediately. The Policy broadly prohibits the Company from directly or indirectly reimbursing, paying, advancing, funding, guaranteeing, indemnifying, contributing to, assuming, or otherwise bearing costs incurred by shareholders in connection with activities undertaken in their capacity as shareholders. This prohibition extends to payments made through subsidiaries, affiliates, agents or third parties, and to any settlement, cooperation, standstill, or similar agreement with a shareholder, including agreements pursuant to which the Company would appoint shareholder-designated directors, reimburse shareholder costs, or grant governance or other concessions. The Policy includes anti-circumvention provisions designed to prevent any indirect transfer of Company resources to fund shareholder activities regardless of how such payments may be structured. The only exception to the prohibition requires full disclosure of the proposed reimbursement and the affirmative approval of holders of not less than 75% of the Company’s outstanding shares of capital stock entitled to vote at a duly convened special or annual general shareholder meeting, excluding any of the outstanding shares of the Company’s capital stock owned, controlled or over which voting power is held or exercised by a Covered Shareholder (as defined in the Policy). If approval is obtained, the ...