SCHN 2017 Proxy Statement

December 20, 2017 Dear Shareholder: On behalf of our Board of Directors, we are pleased to invite you to attend Schnitzer Steel’s 2018 Annual Meeting on Tuesday, January 30, 2018 in Portland, Oregon. Whether or not you are able to attend our meeting in person, we invite you to read this year’s proxy statement which highlights our key activities and accomplishments in fiscal 2017 and presents matters for which we are seeking your vote. In fiscal 2017, our business delivered its best results in six years, led by significantly improved operating performance resulting in greater profitability and higher earnings per share on both a reported and adjusted basis. In a market environment in which we saw stable to steadily improving prices and demand for ferrous and nonferrous recycled metal, our strong results reflect the sustained benefits from our multi-year cost reduction and productivity improvement initiatives and significant progress toward achieving our long-term goals to increase sales volumes and expand operating margins. In addition, we remained steadfast in our focus on safety, sustainability, and integrity as tenets of our Company’s core strategy to deliver growth and profitability. Our fiscal 2017 reported earnings per share of $1.60 and adjusted earnings per share of $1.53 represent substantial increases compared to fiscal 2016 reported loss per share of $0.66 and adjusted earnings per share of $0.69. In fiscal 2017, we generated 10% higher ferrous volumes, 15% higher nonferrous volumes, and 2% higher finished steel volumes year-over-year. In our Auto and Metals Recycling business, we delivered record car purchase volumes and shipped our ferrous and nonferrous products to 24 countries. We shipped almost 40% of our volumes into the domestic market, demonstrating the flexibility of our operating platform. In our Cascade Steel and Scrap business, we completed the integration of our steel manufacturing and Oregon metals recycling operations and invested in a major equipment upgrade aimed at increasing productivity and enhancing product quality. Our stronger operating performance enabled us to deliver operating cash flow of $100 million in fiscal 2017 and to reduce our total debt by 25% year- over-year. In fiscal 2017, we returned $20 million to shareholders through dividend payments which have been paid quarterly since 1994. In August, we released our third annual sustainability report which continued to show improvement in key resource metrics. We lowered water usage, energy consumption, and carbon emissions. We also diverted more waste from landfills both in terms of reducing our internally generated waste and by recycling higher volumes of scrap metal. Beyond our core environmental initiatives, we strive to better serve our employees, our customers, and our communities by providing an inclusive, diverse, and safe working environment. In fiscal 2017, 84% of our facilities experienced zero lost time due to injuries, and for the third consecutive year, we were named one of the World’s Most Ethical Companies by the Ethisphere Institute. Consolidated Operating Income (Loss) (in thousands) 2016 2017 $56,013 ($7,842) 2016 $54,043 $27,772 Adjusted Consolidated Operating Income (in thousands) * 2017 Diluted Earnings Per Share 2016 2017 $1.53 $0.69 Adjusted Diluted Earnings Per Share * 2016 2017 ($0.66) $1.60 Total Debt (in thousands) $192,518 2016 2017 $145,124 Total Debt, Net of Cash (in thousands) * $165,699 $137,837 2016 2017 * See pages 47-49 of the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on October 24, 2017 for a reconciliation of these non-GAAP measures to their most directly comparable GAAP measures. Notice of Annual Meeting of Shareholders and 2017 Proxy Statement | 1