SCHN 2018 Proxy Statement

Proposal No. 1 – Election of Directors Michael W. Sutherlin Age: 72 Director Since: 2015 Company Board Committees: • Compensation; Audit Qualifications and Skills to Serve as a Director: Other Public Company Directorships: • Peabody Energy Corporation, Member of the Compensation Committee and Chair of the Nominating Committee • Experience as public company Chief Executive Officer and public company Board Chairman • Manufacturing and mining sector experience • Core operations, executive leadership, international business, and executive compensation experience Mr. Sutherlin served as President and Chief Executive Officer and Director of Joy Global, Inc., a manufacturer and servicer of mining equipment for the extraction of coal and other minerals and ores, from 2006 until 2013. He was Executive Vice President, President and Chief Operating Officer of Joy Mining Machinery from 2003 to 2006. Prior to that time, Mr. Sutherlin held positions of increasing responsibility for Varco International, Inc., including President and Chief Operating Officer and Division President. Mr. Sutherlin holds a Bachelor of Business Administration from the Texas Tech University and an MBA from the University of Texas at Austin. Corporate Governance The Company is committed to strong corporate governance. The Company is governed by a Board of Directors and Committees of the Board that meet throughout the year. Directors discharge their responsibilities at Board and Committee meetings and also through other communications with management. Our Board of Directors has an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee (the “N&CG Committee”), each of which has a written charter adopted by the Board of Directors, copies of which are posted on our website at www.schnitzersteel.com. The Board of Directors has also adopted Corporate Governance Guidelines which are posted on our website. Under our Corporate Governance Guidelines, committee members are appointed annually and the chairs of, and director membership on, committees are periodically rotated based on the skills, desires, and experiences of the members of the Board. Director Independence The Board of Directors has determined that Wayland R. Hicks, Rhonda D. Hunter, David L. Jahnke, Judith A. Johansen, William D. Larsson, and Michael W. Sutherlin are “independent directors” as defined by our Corporate Governance Guidelines, SEC rules, and NASDAQ listing requirements. Accordingly, a majority of the directors have been determined to be independent directors. The independent directors regularly meet in executive sessions at which only independent directors are present. The independent directors serve on the following committees: Board Committees Director Audit Compensation Nominating & Corporate Governance Wayland R. Hicks ‹ ‹ Rhonda D. Hunter ‹ ‹ David L. Jahnke C ‹ Judith A. Johansen C ‹ William D. Larsson ‹ C Michael W. Sutherlin ‹ ‹ ‹ = Member C = Chair Notice of Annual Meeting of Shareholders and 2018 Proxy Statement | 23