SCHN 2017 Proxy Statement

Proxy Summary In this section, we present an overview of the information that you will find in this proxy statement. As this is only a summary, we encourage you to read the entire proxy statement for more information about these topics prior to voting. For more complete information regarding our fiscal 2017 operating performance, please also review our Annual Report on Form 10-K. Proposal Board Recommendation Reasons for Recommendation Page Reference Election of Directors For each nominee The Board and Nominating and Corporate Governance Committee believe the three director candidates possess the skills, experience, and diversity to effectively monitor performance, provide oversight, and advise management on the Company’s long-term strategy. 19 Advisory Vote on Executive Compensation For Our executive compensation programs demonstrate the continuing evolution of our pay-for-performance philosophy, and reflect the input of shareholders from our extensive outreach efforts. 62 Advisory Vote on the Frequency of Future Shareholder Advisory Votes on Executive Compensation For “Every Year” We believe there is a broad investor consensus favoring an annual say-on-pay vote, and an annual advisory vote best promotes accountability and transparency for our executive compensation program. 64 Ratification of Selection of Independent Registered Public Accounting Firm For Based on the Audit Committee’s assessment of PricewaterhouseCoopers’ qualifications and performance, the Board believes the retention of PricewaterhouseCoopers for fiscal year 2018 is in the best interests of the Company. 65 Corporate Governance Highlights At Schnitzer Steel, corporate governance provides a strong foundation upon which our business operates. Our governance policies and structures are designed to promote thoughtful consideration of our business actions and appropriate risk-taking, with the goal of producing successful business results for you – our owners. ✓ Seven of Nine Directors Independent ✓ Separate Board Chairman and Chief Executive Officer (“CEO”) ✓ Lead Independent Director ✓ Board Diversity: 3 women – 33% of Board ✓ Board Refreshment: 33% of Board < 5 Years Tenure ✓ Director Term Limit Policy ✓ Regular Board and Committee Self-Evaluations ✓ No Director Serves on More Than 2 Other Public Company Boards ✓ Active Shareholder Outreach ✓ Board Participation in Shareholder Engagement ✓ Minimum Stock Ownership Requirements for Directors and Officers ✓ Anti-Hedging and Anti-Pledging Policies and Prohibition on Derivative Transactions ✓ Code of Conduct for Directors, Officers, and Employees ✓ Shareholder Ratification of Selection of External Audit Firm ✓ Comprehensive Sustainability Report ✓ Awarded World’s Most Ethical Company Designation for Fiscal 2015, 2016, and 2017 by the Ethisphere Institute ✓ Regular Executive Sessions of Independent Directors Over the past two years, we undertook the following governance actions: ✓ Added a new independent director with experience as a senior executive of a public company in a commodities- based industry ✓ Allowed existing shareholders’ rights plan to expire ✓ Enhanced the disclosure in our Audit Committee Report to provide additional information on our independent auditors and the responsibilities of the Audit Committee Notice of Annual Meeting of Shareholders and 2017 Proxy Statement | 5