SCHN 2017 Proxy Statement

Proposal No. 2 – Advisory Resolution on Executive Compensation Fiscal 2017 Accomplishments Strongest fiscal year earnings per share since 2011 • 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* Expanded operating margins • Expanded operating margins through ferrous and nonferrous volume growth and sustained benefits from cost reduction and productivity initiatives Volume growth • Achieved 10% higher ferrous volumes and 15% higher nonferrous volumes through a combination of expanding supply channels, further diversifying sales, and improved market conditions Strengthened operating platform flexibility and productivity • Realized approximately $18 million in incremental annual operating performance improvements from cost savings and productivity initiatives, which completed the targeted $95 million in annual benefits related to these measures announced since fiscal 2015 • Completed CSS integration of steel manufacturing and Oregon metals recycling operations and invested in a major equipment upgrade aimed at increasing productivity and enhancing product quality Generated $100 million of operating cash flow • Reduced debt by 25% to its lowest level since the first quarter of 2011 • Returned $20 million to shareholders through dividend payments * 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. Our executive compensation program is designed to pay for performance, therefore actual compensation in fiscal 2017 was generally higher than target levels, which reflected alignment with the Company’s financial performance during the period. Vote Required to Approve, on an Advisory Basis, the Executive Compensation Holders of Class A common stock and Class B common stock will vote together as a single class on this proposal, and each share is entitled to one vote. The advisory vote on executive compensation will be approved if the votes cast favoring the proposal exceed the votes cast opposing the proposal. The proxies will be voted for or against the proposal or as an abstention in accordance with the instructions specified on the proxy form. If no instructions are given by owners of record, proxies will be voted for approval of the executive compensation. The Board of Directors recommends that shareholders vote “FOR” the approval, on an advisory basis, of our executive compensation as disclosed in this proxy statement. Notice of Annual Meeting of Shareholders and 2017 Proxy Statement | 63