SCHN 2017 Proxy Statement

Proxy Summary long-term). Fixed Pay consists of annual base salary, and At-Risk Pay consists of performance-based cash incentives, time-based equity awards, and performance-based equity awards. CEO Target 2017 Pay Mix NEO Excluding CEO Target 2017 Pay Mix At-Risk Pay STI, 23% LTIP-RSU, 23% LTIP-PS, 23% STI, 27% At-Risk Pay LTIP-RSU, 28% LTIP-PS, 28% Fixed Pay, 17% At-Risk Pay, 83% Fixed Pay, 31% At-Risk Pay, 69% STI - Short-Term Incentive (performance-based annual cash incentive) LTIP-RSU - Long-Term Incentive Plan Restricted Stock Units (time-based equity awards) LTIP-PS - Long-Term Incentive Plan Performance Share (performance-based equity awards) Reported Compensation vs. Realizable Pay Amounts reported in the Summary Compensation Table (“SCT”) reflect the total compensation of an NEO in a given year as calculated in accordance with Securities and Exchange Commission (“SEC”) rules (the “SCT compensation”). While the amounts shown in the SCT reflect the grant date fair value of equity awards granted to an NEO in the year of the grant, those awards have not vested and the amounts shown in the SCT do not reflect the impact of performance-based metrics or stock price performance on realizable pay, which may be considerably more or less based on (i) the number of performance shares and RSUs that vest during the performance period, (ii) the actual number of performance shares which are earned based on actual performance achieved, and (iii) the impact of actual stock price performance on the value of performance shares and RSUs that vest. The following graph illustrates the difference between the three-year average SCT compensation and realizable pay of the CEO and other NEOs as of August 31, 2017. This table should not be viewed as a replacement or substitute for the SCT or other compensation tables provided on pages 52-59. CEO Total Compensation (as reported in SCT vs Realizable Pay) Average NEO Excluding CEO Total Compensation (as reported in SCT vs Realizable Pay) - 0.2 0.4 0.6 0.8 1.0 1.2 1.4 1.6 - 1.0 FY2017 3-Year Average 2.0 3.0 4.0 5.0 8.0 7.0 6.0 SCT Compensation Compensation ($ million) Compensation ($ million) Realizable Pay FY2017 3-Year Average SCT Compensation Realizable Pay 21% Lower 28% Lower Measurement Definitions SCT Compensation Amount as reflected in the “Total” column of the SCT. Realizable Pay Sum of (i) annual base salary; (ii) annual cash incentive earned during the period; (iii) performance-based equity awards vested during the period; and (iv) time-based equity awards vested during the period. All equity awards are valued based on the Company’s share price at August 31, 2017 ($26.90). 12 | Notice of Annual Meeting of Shareholders and 2017 Proxy Statement