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Russel Metals Inc. — Proxy Solicitation & Information Statement 2021
Mar 31, 2021
42637_rns_2021-03-31_1fd07968-b662-4a65-aef9-d8030b084919.pdf
Proxy Solicitation & Information Statement
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RUSSEL METALS INC. PROXY
Annual Meeting of Shareholders
to be held on Wednesday, May 5, 2021
The undersigned shareholder of Russel Metals Inc. (the "Company") hereby appoints James F. Dinning, the Chair of the Board of the Company, failing him, John G. Reid, the President and Chief Executive Officer of the Company, or, failing him, Ryan W. MacDermid, Vice President Risk Management and Legal or, instead of the foregoing, , as the nominee of the undersigned to attend and to act for and
on behalf of the undersigned at the annual meeting of the shareholders of the Company to be held on Wednesday, May 5, 2021 , and at any postponement or adjournment thereof, to the same extent and with the same power as if the undersigned were personally present at the said meeting or such postponement or adjournment thereof and, without limiting the generality of the power hereby conferred, the nominees named above are specifically directed to vote as indicated below:
The Directors and management recommend that Shareholders vote FOR matters 1, 2 and 3 below:
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ELECTION OF DIRECTORS
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(a) VOTE FOR OR WITHHOLD FROM VOTING for election of any of the following persons as directors of the Company, as specified below.
| For | Withhold | For | Withhold | ||
|---|---|---|---|---|---|
| Linh J. Austin | | | William M. O’Reilly | | |
| John M. Clark | | | Roger D. Paiva | | |
| James F. Dinning | | | John G. Reid | | |
| Brian R. Hedges | | | Annie Thabet | | |
| Cynthia Johnston | | | John R. Tulloch | | |
| Alice D. Laberge | | |
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VOTE FOR OR WITHHOLD FROM VOTING in the appointment of auditors of the Company and authorizing the directors to fix their remuneration.
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VOTE FOR OR VOTE AGAINST the advisory resolution to accept the approach to executive compensation disclosed in the accompanying Information Circular.
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To vote at the discretion of the proxy nominee on any amendments or variations to the foregoing and on such other business as may properly come before the meeting or any postponement or adjournment thereof.
This proxy is solicited on behalf of the management of the Company. Shareholders have the right to appoint a person to represent them at the meeting other than nominees designated above and may exercise such right by inserting the name of their nominee in the blank space provided above for that purpose. Proxies to be used at the meeting must be deposited with the Company or with AST Trust Company (Canada) no later than 10:00 a.m. (ET) on Monday, May 3, 2021, and, in the case of any postponement or adjournment of the meeting, not less than 48 hours before commencement of the postponed meeting or recommencement of the adjourned meeting.
DATED the day of , 2021.
Name of Shareholder (Signature of Shareholder) (Please Print)
NOTES:
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If you have not specified in this form of proxy how to vote on an item above, your proxyholder is entitled to vote your common shares as he or she sees fit. If your proxy form does not specify how to vote on an item above and if you have authorized our Chair of the Board, our President and Chief Executive Officer or our Vice President Risk Management and Legal to act as your proxyholder, your common shares will be voted "FOR" each of items no. 1, 2 and 3 above.
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This proxy form must be signed by the shareholder or the shareholder's attorney authorized in writing, or, if the shareholder is a corporation, under its seal or by an officer or attorney thereof duly authorized.
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Please fill in the date on which you sign the proxy form in the space indicated on the proxy form. If the date is not filled in, this proxy form shall be deemed to be dated on the date it is mailed to you.
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REQUEST FORM FOR 2021 FINANCIAL STATEMENTS
[Quarterly Reports Request ]
Mark this box if you WANT to receive (or continue to receive) Quarterly Financial Statements and MD&A by mail. If you do not mark the box and return this form, Quarterly Reports will not be sent to you in 2021.
[Annual Report Waiver ]
Mark this box if you do NOT want to receive the Annual Financial Statements and MD&A. If you do not mark this box, the Annual Report will continue to be sent to you.