SCHN 2018 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 2018 operating performance, please also review our Annual Report on Form 10-K. Proposal Board Recommendation Reasons for Recommendation Page Reference Election of Directors Í 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 Í 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. 63 Ratification of Selection of Independent Registered Public Accounting Firm Í FOR Based on the Audit Committee’s assessment of PricewaterhouseCoopers’ qualifications and performance, the Board believes the retention of PricewaterhouseCoopers for fiscal year 2019 is in the best interests of the Company. 64 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. ✓ Six of Eight Directors Independent ✓ Board Diversity: 3 women = 38% of Board ✓ Separate Board Chairman and Chief Executive Officer (“CEO”) ✓ Lead Independent Director ✓ All Standing Board Committees Composed Entirely of Independent Directors ✓ Regular Executive Sessions of Independent Directors ✓ Minimum Stock Ownership Requirements for Directors and Officers ✓ Active Shareholder Outreach ✓ Board Participation in Shareholder Engagement ✓ Shareholder Ratification of Selection of External Audit Firm ✓ Board Refreshment: 38% of Board < 7 Years ✓ Director Term Limit Policy ✓ No Director Serves on More Than 2 Other Public Company Boards ✓ Awarded World’s Most Ethical Company Designation for the Fourth Consecutive Year in Fiscal 2018 by the Ethisphere Institute ✓ Code of Conduct for Directors, Officers, and Employees ✓ Annual Board and Committee Self-Evaluations ✓ Anti-Hedging and Anti-Pledging Policies and Prohibition on Derivative Transactions ✓ No Shareholders’ Rights Plan Recently, we undertook the following governance actions: ✓ Adopted a clawback policy for the recovery of incentive compensation ✓ Added a new independent director with experience as a senior executive of a public company in a commodities-based industry ✓ Appointed a Chief Sustainability Officer as a direct report to the CEO to further develop our sustainability strategy ✓ Enhanced our Sustainability Report to provide additional information on our progress in reducing carbon emissions, energy consumption, water usage, and process waste generation, as well as on our commitment to ethics and compliance, safety, diversity and inclusion, and community engagement and partnerships ✓ Appointed a Chief Diversity Officer as a direct report to the CEO with a focus on continuing our efforts to increase diversity in our work force Notice of Annual Meeting of Shareholders and 2018 Proxy Statement | 3