Russel Metals Inc.

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INFORMATION CIRCULAR AND NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS

TUESDAY, MAY 9, 2023

THIS BOOKLET CONTAINS IMPORTANT INFORMATION FOR SHAREHOLDERS

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Notice is hereby given that the annual meeting of shareholders (the "Meeting") of Russel Metals Inc. (the "Company") will be held:

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Date: Tuesday, May 9, 2023

Time: 10:00 a.m. (Eastern Time)

Place: Russel Metals Inc. 6600 Financial Drive, Mississauga, Ontario, Canada L5N 7J6

BUSINESS OF THE MEETING

The purpose of the Meeting is:

to receive and consider the consolidated financial statements of the Company and its subsidiaries for the year ended December 31, 2022, together with the report of the auditors thereon;
to elect Directors;
to re-appoint Deloitte LLP as auditors and to authorize the Directors to fix their remuneration;
to approve the advisory resolution to accept the approach to executive compensation disclosed in the Circular; and
to transact such further or other business as may properly come before the Meeting or any postponement or adjournment thereof.

NOTICE AND ACCESS

This year, we are using Notice and Access to deliver our meeting materials. Accordingly, this notice of meeting, accompanying Circular, and our audited annual financial statements for the financial year ended December 31, 2022, along with the related Management's Discussion and Analysis of Financial Condition and Results of Operations have been posted on our website at www.russelmetals.com (see "Investor Relations" and "Financial Reports") and under our profile on SEDAR at www.sedar.com. For further information regarding delivery of our meeting materials please see our letter to shareholders regarding Notice of our Annual General Meeting of Shareholders and Notice of Availability of Meeting Materials.

VOTING

If you are a registered shareholder, voting instructions are included with this Notice of Annual Meeting. To be valid, proxies for use at the Meeting must be deposited with the Company (at its registered office) or with TSX Trust Company no later than 10:00 a.m. (Eastern Time) on Friday, May 5, 2023 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.

If your shares are held in an account with a trust company, securities broker or other financial institution (an "Intermediary"), you are considered to be a non-registered beneficial shareholder. To vote your shares, you must follow the instructions and complete the form that was provided to you by your Intermediary with this Notice of Annual Meeting.

By Order of the Board,

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Martin L. Juravsky, Executive Vice President, Chief Financial Officer and Secretary Mississauga, Ontario March 2, 2023

INFORMATION CIRCULAR

GENERAL	3
Reason for Receiving This Circular	3
Interpretation	3
Shareholder Proposals	3
Engagement with the Board or Management	3
Availability of Disclosure Documents	3
Contact Information	4
DELIVERY OF MEETING MATERIAL	5
Notice and Access	5
How to Access the Circular Electronically	5
How to Request a Paper Copy of this Circular and Financial Statements	5
Questions Regarding Notice and Access	5
Financial Statement Requests	5
BUSINESS OF THE MEETING	7
Election of the Board of Directors	7
Appointment of Auditors	7
Deloitte Fees and Services	7
Advisory Resolution on Executive Compensation Approach	8
VOTING INFORMATION	9
Principal Holders of Voting Shares	9
QUESTIONS AND ANSWERS	9
THE BOARD OF DIRECTORS	11
Number of Directors	11
Nominees for the Election of Directors	11
Duplication of Board Membership	17
Majority Voting and CBCA Amendments	17
Committees of the Board of Directors	18
Number of Board and Committee Meetings Held and Attendance	18
Skills and Experience	20
Representation of Designated Groups	22
Board Education	23
Compensation of Non-Executive Directors	25
Equity Ownership of Non-Executive Directors	28
Directors' and Officers' Liability Insurance	29
Environmental (including Climate), Social and Governance Risk Oversight	29
Cybersecurity Risk Oversight	30
COMPENSATION DISCUSSION AND ANALYSIS	31
Compensation Philosophy	31
Compensation Decision Making Process	34

Incentive Compensation Structure of CEO, CFO, and Named Executive Officers	36
Compensation Governance	37
Risk Management and Risks Related to Compensation Policies & Practices	40
Performance Graph	42
EXECUTIVE COMPENSATION	44
Summary Compensation Table of Named Executive Officers	44
EQUITY OWNERSHIP POLICY– CEO AND CFO	46
Hedging of Company Securities Prohibited	46
EMPLOYEE SHARE AND OPTION BASED PLANS	47
Employee Share Purchase Plan	47
Share Option Plan	47
Share Appreciation Rights Plan	49
Restricted Share Unit Plan	50
RSU Grants – Decision Making Process	50
Outstanding Share Based and Option Based Awards	51
Incentive Plan Awards – Value Vested or Earned During the Year	52
CEO Total Realized Compensation LookBack	52
PENSION PLAN AND OTHER BENEFITS	53
Defined contribution plans	53
401K Plan	53
Life Insurance Policy and Pension Replacement Instrument	53
CHANGE OF CONTROL AGREEMENTS	54
Double Trigger Change of Control Agreements	54
STATEMENT OF CORPORATE GOVERNANCE PRACTICES	56
CERTIFICATE	62
SCHEDULE A– CHARTER OF THE BOARD OF DIRECTORS	63

GENERAL

REASON FOR RECEIVING THIS CIRCULAR

You have received this Circular because you owned common shares of Russel Metals on March 17, 2023. As a shareholder, you have the right to vote your shares at our annual meeting of shareholders on May 9, 2023. More information regarding the voting of your shares can be found commencing on page 9 of this Circular.

INTERPRETATION

Unless the context otherwise requires, references to "Company", "Corporation", "Russel Metals", "we", "us" or "our" as used herein refer to Russel Metals Inc. and its subsidiaries. All dollar references are in Canadian dollars unless otherwise stated. Unless otherwise indicated, the financial information contained in this Circular is presented as at December 31, 2022 and all other information is current to March 2, 2023.

SHAREHOLDER PROPOSALS

A shareholder who will be entitled to vote at the annual meeting of shareholders of the Company to be held in 2024 and who intends to raise a proposal at such meeting must deliver the proposal to the Company not earlier than December 10, 2023, and not later than February 8, 2024.

ENGAGEMENT WITH THE BOARD OR MANAGEMENT

Senior management regularly travels across Canada, when permissible, specifically to meet with existing and potential shareholders and during the COVID-19 pandemic continued to engage with shareholders virtually.

Our Board and management value constructive engagement with shareholders. In the event any shareholder desires to engage with Directors or management at any time, please send your inquiry to the Company's address set out on page 4 of this Circular. If your question is directed to the Chair of the Board or pertains to a specific Committee, please address your note to the Chair of the Board or the Chair of the appropriate Committee. Otherwise, please contact the Company's Investor Relations Department as set out on page 4 and we will arrange for the appropriate individual to contact you.

AVAILABILITY OF DISCLOSURE DOCUMENTS

We will provide to any shareholder, upon request to our Investor Relations Department, a copy of:

our most recent Annual Information Form together with any document or pertinent pages of any document incorporated therein by reference;
our audited consolidated financial statements for our last financial year together with the auditors' report thereon and the related MD&A;
our Circular for our last annual meeting of shareholders;
our Code of Business Conduct and Ethics Policy for Employees; and
any material documents and / or material change reports (other than confidential reports) which we have filed with the various securities regulatory authorities.

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2023 Information Circular

CONTACT INFORMATION

For general information regarding the Company, please send your request to:

Investor Relations Department 6600 Financial Drive Mississauga, Ontario L5N 7J6

Phone: 905.816.5178 Fax: 905.819.7409 Email: [email protected]

For registered shareholders electing to submit a form of proxy, please send to:

TSX Trust Company

Mail (Regular or Registered) TSX Trust Company Proxy Department, P.O. Box 721 Agincourt, Ontario M1S 0A1

Fax: 416.368.2502 Fax: 1.866.781.3111 Email: [email protected]

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2023 Information Circular

DELIVERY OF MEETING MATERIAL

NOTICE AND ACCESS

We are using Notice and Access to deliver our meeting materials, including this Circular and our 2022 audited annual financial statements (the "Financial Statements") and related Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A").

This year instead of receiving a paper copy of this Circular in the mail, shareholders will receive a package in the mail with a notice ("Notice") explaining how to access this Circular electronically or how to request a paper copy of it. A form of proxy for registered shareholders or a voting instruction form for non-registered shareholders will be included with the Notice with instructions on how to vote your shares. Using Notice and Access allows for faster access to the Circular, reduces printing and mailing costs and is more environmentally friendly as it uses less materials and consumes less energy.

HOW TO ACCESS THE CIRCULAR ELECTRONICALLY

This Circular is available on our website at www.russelmetals.com (see "Investor Relations" and "Financial Reports") and under our profile on SEDAR at www.sedar.com.

HOW TO REQUEST A PAPER COPY OF THIS CIRCULAR AND FINANCIAL STATEMENTS

You may request paper copies of this Circular, the Financial Statements and the related MD&A at no cost up to one year from the date this Circular was filed on SEDAR (on or about March 31, 2023). Your request should be received at least ten (10) business days prior to the Meeting date in order to receive this Circular in advance of such date.

If you are a registered shareholder (your shares are registered in your name) you may request paper copies of this Circular, the Financial Statements and the related MD&A by calling 1-844916-0609 (English) or 1-844-973-0593 (French).

If you are a beneficial or non-registered shareholder (your shares are registered in the name of an intermediary, such as a bank, trust company, investment dealer, agency, or other institution) you may request paper copies of this Circular, the Financial Statements and the related MD&A by calling 1-877-907-7643 or online at www.proxyvote.com. In both cases you will need to enter the 16 digit control number provided on the voting instruction form. You should keep the original form sent to you in order to vote.

QUESTIONS REGARDING NOTICE AND ACCESS

If you have questions about Notice and Access or if you would like to request a paper copy of this Circular after the Meeting, at no charge, you can contact Broadridge Investor Communications Corporation at 1-844-916-0609 for English and 1-844-973-0593 for French or by email at [email protected].

FINANCIAL STATEMENT REQUESTS

Financial information for the most recently completed financial year is provided in our annual financial statements and related MD&A.

If you are a non-registered beneficial shareholder and you wish to receive our quarterly financial statements and MD&A, you must mark the appropriate request boxes on the accompanying voting instruction form provided by your financial intermediary and return it in the envelope provided.

If you are a registered shareholder and you wish to receive our quarterly financial statements and related MD&A you must mark the appropriate request box on the reverse side of the enclosed form of proxy, and return it to us.

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2023 Information Circular

Our results are announced by news release. Our financial statements, MD&A and other disclosure documents are available on our website at www.russelmetals.com and on SEDAR at www.sedar.com .

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2023 Information Circular

BUSINESS OF THE MEETING

ELECTION OF THE BOARD OF DIRECTORS

There are 10 nominees for election to the Board of Directors, all of whom are currently Directors of the Company. Detailed information regarding each nominee commences on page 12 of this Circular, including Director attendance at meetings in 2022. If elected, each nominee will serve for a term of one year, until the 2024 annual meeting of shareholders, or until his or her successor is elected or appointed.

APPOINTMENT OF AUDITORS

Deloitte LLP ("Deloitte") were first appointed as our auditors in 1958 and have continued to be our auditors for over 64 years. As required for public companies, Deloitte rotates the lead audit partner. A new lead audit partner was assigned to us during the 2020 fiscal year. If a ballot is demanded at the Meeting, the shares represented by proxies in favour of management nominees will be voted in favour of the appointment of Deloitte as auditors of the Company, unless a shareholder has specified in a proxy that his or her shares are to be withheld from voting in the appointment of auditors. To be effective, the resolution to appoint Deloitte as auditors of the Company and to authorize the Directors to fix their remuneration must be passed by a majority of the votes cast at the Meeting in person or by proxy by shareholders entitled to vote thereon.

DELOITTE FEES AND SERVICES Fees Charged by Deloitte

The following table summarizes the audit and other fees charged by Deloitte for their services during each of the 2022 and 2021 fiscal years:

Service	Fiscal Year 2022	Fiscal Year 2021
Audit Services	$1,391,000	$1,501,000
Audit Related Services	65,000	113,000
Tax Services	130,000	170,000
Total	$1,586,000	$1,784,000

Audit Services

The fees charged by Deloitte for audit services include the audit of our annual financial statements.

Audit Related Services

The fees charged by Deloitte for audit related services are for assurance and related services that are reasonably related to the performance of the audit and are not reported under audit services. Such services included audits of our employee benefit plans.

Tax Services

Tax services conducted by Deloitte relate to U.S. tax compliance, tax advice, the application of the CARES Act and consulting work relating to an acquisition.

Other Services

In fiscal 2022 and 2021, Deloitte did not charge fees for any services other than those set out above.

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2023 Information Circular

ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION APPROACH

In 2010, the Board of Directors of the Company approved the adoption of an annual non-binding advisory vote by shareholders on executive compensation commencing with the annual meeting held in May 2010. This gives shareholders a formal opportunity to indicate whether they support the disclosed objectives of the executive compensation plans, and the plans themselves. In 2022, the Company's advisory "say on pay" resolution was approved with 88% of the votes cast in support of the resolution. As a shareholder, you have the opportunity to vote FOR or AGAINST the Company's approach to executive compensation through the following resolution:

Resolved, on an advisory basis and not to diminish the role and responsibilities of the Board of Directors, that the shareholders accept the approach to executive compensation disclosed in the Company's Information Circular delivered in advance of the Annual Meeting of Shareholders to be held on May 9, 2023.

As this is an advisory vote, the results will not be binding on the Board of Directors. However, the Board of Directors will take the results of the vote into account, as appropriate, when considering future compensation policies, procedures and decisions.

For information regarding the Company's approach to executive compensation please see "Compensation Discussion and Analysis" commencing on page 31 of this Circular and "Executive Compensation" commencing on page 44 of this Circular. The Board of Directors recommends that the shareholders vote "FOR" the advisory resolution on the Company's approach to executive compensation.

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2023 Information Circular

VOTING INFORMATION

PRINCIPAL HOLDERS OF VOTING SHARES

To the knowledge of our Directors and officers, no person or company currently owns or exercises control of or direction over 10% or more of our common shares.

QUESTIONS AND ANSWERS

Who is soliciting my proxy?

Russel Metals' management is soliciting your proxy for use at the Meeting or at any postponement or adjournment thereof. The solicitation of proxies for the Meeting by the Company will be made primarily by mail, but our officers, employees and agents may also solicit proxies personally or by telephone. The cost of the solicitation of proxies will be borne by Russel Metals.

Who is entitled to vote?

Only holders of common shares may vote at the Meeting. As of March 2, 2023, the date of this Circular, there were 62,369,668 common shares outstanding. Each shareholder is entitled to one vote for each common share registered in his or her name as of the close of business on March 17, 2023, the record date for the Meeting.

How do I Vote?

Registered Shareholders

If you are eligible to vote and your shares are registered in your name, you can vote your shares by proxy. Voting instructions are included in the accompanying form of Proxy. To be valid, TSX Trust Company must receive proxies no later than 10:00 a.m. (Eastern Time) on Friday, May 5, 2023 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. The Company reserves the right to accept late proxies and to waive the proxy cut-off deadline, with or without notice, but is under no obligation to accept or reject any particular late proxy.

Non-Registered Beneficial Shareholders

If your shares are held in an account with a trust company, securities broker or other financial institution (an "Intermediary"), you are considered to be a non-registered beneficial shareholder. The Intermediary is the legal entity entitled to vote your common shares for you, in the manner that you direct. The Company has paid all costs associated with the delivery of the Notice and related materials to its non-registered beneficial owners, via their Intermediaries. Non-registered beneficial shareholders should not complete the form of proxy being circulated by management. Instead, you should follow the instructions and complete the voting instruction form that your Intermediary delivered to you. The voting instruction form will provide the necessary instructions to your Intermediary as to how you would like to vote your common shares. All required voting instructions must be submitted to your intermediary sufficiently in advance of the proxy cut-off deadline to allow your intermediary to forward this information to TSX Trust Company prior to the deadline.

How do I appoint a proxyholder?

The Chair of the Board of Directors ("Chair"), failing him, the President and Chief Executive Officer ("CEO") and failing him, the Vice President of Risk Management and Legal ("VP Risk Management and Legal") of Russel Metals are the persons designated in the enclosed form of proxy who will represent management at the Meeting. You have the right, as a shareholder, to appoint a different person to act on your behalf at the Meeting. You may exercise this right by inserting in the space provided in the form of proxy the name of the other person you would

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2023 Information Circular

like to appoint as nominee. To be valid, proxies for use at the Meeting must be deposited with the Company (at its registered office) or with TSX Trust Company no later than 10:00 a.m. (Eastern Time) on Friday, May 5, 2023 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.

If there is a ballot called for at the Meeting, the shares represented by proxies in favour of the persons named by management on the enclosed form of proxy will be voted or withheld from voting in accordance with the instructions specified by shareholders in the forms of proxy. If the shareholder specifies a choice with respect to any other matter to be acted upon, the shares will be voted accordingly.

If you have not specified in the form of proxy how to vote on a particular matter, 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 the advisory resolution on the approach to executive compensation and if you have authorized our Chair, our CEO or our Vice President Risk Management and Legal to act as your proxyholder, your common shares will be voted at the Meeting:

1. "FOR" the election of the ten nominees to the Board of Directors;

2. "FOR" the appointment of Deloitte as independent auditors of the Company and to authorize the Board of Directors of the Company to fix the auditors' remuneration; and

3. "FOR" the advisory resolution to accept the Company's approach to executive compensation.

What if there are amendments or other matters brought before the Meeting?

The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to amendments to the matters identified in the notice of Meeting or other matters that may properly come before the Meeting. Management is not presently aware of any such amendments or other matters.

What if I change my mind and want to revoke my proxy?

If you change your mind and want to revoke your proxy after you have delivered it to TSX Trust Company, you (or your attorney if one has been authorized, or if a corporation, an officer thereof) may revoke it:

by completing an instrument in writing, bearing a later date, and delivering it:
a. to TSX Trust Company or to our registered office located at 6600 Financial Drive, Mississauga, Ontario, L5N 7J6 at any time up to and including the last business day preceding the day of the meeting, or an adjournment thereof, at which the proxy is to used; or
b. to the Chair of the Meeting on the day of the Meeting or an adjournment thereof; or
in any other manner permitted by law.

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2023 Information Circular

THE BOARD OF DIRECTORS

NUMBER OF DIRECTORS

Our articles provide that the number of persons that may be elected to our Board of Directors is not fewer than seven and not more than 12. The Board of Directors presently consists of 10 Directors and the Board has determined that 10 Directors will be elected at the Meeting. The current Directors are: Linh J. Austin, John M. Clark, James F. Dinning, Brian R. Hedges, Cynthia Johnston, Alice D. Laberge, William M. O'Reilly, Roger D. Paiva, John G. Reid and Annie Thabet.

The following individuals are being nominated for election as Directors at the Meeting: Linh J. Austin, John M. Clark, James F. Dinning, Brian R. Hedges, Cynthia Johnston, Alice D. Laberge, William M. O'Reilly, Roger D. Paiva, John G. Reid and Annie Thabet.

If elected, each Director will hold office until the next annual meeting of shareholders or until his or her successor is elected or appointed.

NOMINEES FOR THE ELECTION OF DIRECTORS

The following table sets out information about each of the nominees, including his or her principal occupation or employment for at least the last five years, other public board memberships, and in respect of the Company, committee memberships, meetings attended during 2022, previous voting results and the number of common shares owned, controlled or directed and the number of deferred share units ("DSUs") held. For Mr. Reid, in addition to the above items, the following table also sets out the number of share appreciation rights ("SARs") and restricted share units ("RSUs") held. The Nominating and Corporate Governance Committee (the "NCG Committee") has recommended each nominee for election as a Director.

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2023 Information Circular

Linh J. Austin

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Mr. Austin is the President and Chief Executive Officer of Fluitron, Inc., a manufacturer of technology for industrial gas compression for clean energy. Mr. Austin is responsible for leading Fluitron's overall strategy, operations, budget and business objective. Mr. Austin was previously the Chief Operating Officer of BayoTech, Inc. from October 2020 to June 2022 where he was responsible for Projects, Engineering, Manufacturing and Field Operations, QHES, Supply Chain, and BayoTech’s Center of Excellence. Mr. Austin was Regional CEO & Senior Vice President Middle East & North Africa of McDermott International, Ltd. from January 2015 until July 2020. Prior to that, Mr. Austin held various senior level Operations, Projects, and Strategy roles for large international Oil and Gas companies such as BP plc and Atlantic Richfield Company.

Board and Committee Meetings Attended During 2022:

Board and Committee Meetings Attended During	2022:
Board	5 of 5	No data
Audit	4 of 4	No data
Environmental Management and Health and Safety	3 of 3	No data
Previous Voting Results:	For	Withheld
2022	98.97%	1.03%
2021	99.44%	0.56%
	Number	Total Value as at
Securities Held as at March 2, 2023:	Outstanding	March 2, 2023
Common Shares(1)	-	$ -
DSUs(1)(2)	4,905	175,158
Total Common Shares & DSUs(1)(2)	4,905	$175,158

Age 53 Chattanooga, Tennessee, United States Director since 05May2021 Independent[(5) ]

Public Board Memberships: None

Mr. Austin was an executive officer of McDermott International, Ltd. in January 2020 at the time when McDermott International, Ltd. filed voluntary petitions in the United States Bankruptcy Court for the Southern District of Texas, Houston Division for relief under Chapter 11 of the United States Bankruptcy Code, as amended. In July 2020, McDermott International, Ltd. emerged from Chapter 11 Bankruptcy protection.

John M. Clark

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Age 67 Etobicoke, Ontario, Canada Director since 03May2012 Independent[(5)]

Public Board Memberships: Vista Gold Corp. Zephyr Minerals Ltd.

Mr. Clark is President of Investments & Technical Management Corp., a firm engaged in corporate finance and merchant banking, since 1999. In relation to Mr. Clark’s position at Investments & Technical Management Corp., he also serves as a director of private companies under its management. He was Chief Financial Officer and a Director of Polaris Geothermal Inc. from June 2004 to October 2009. He was President and/or Executive Chairman of Laurasia Resources Limited, a publicly traded oil and gas exploration and development company from 1988 to 1998.

Board and Committee Meetings Attended During 2022:

Board	5 of 5	No data
Audit	4 of 4	No data
Nominating and Corporate Governance	4 of 4	No data
Previous Voting Results:	For	Withheld
2022	96.33%	3.67%
2021	97.54%	2.46%
	Number	Total Value as at
Securities Held as at March 2, 2023:	Outstanding	March 2, 2023
Common Shares(1)	3,000	$ 107,130
DSUs(1)(2)	70,979	2,534,660
Total Common Shares & DSUs(1)(2)	73,979	$2,641,790

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2023 Information Circular

James F. Dinnin g

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Age 70

Calgary, Alberta, Canada Director since 17Feb2003 Chair of the Board since 06May2014 Independent[(5)]

Public Board Memberships: Western Investment Company

Mr. Dinning is a Corporate Director and was appointed Chair of the Board of the Company on May 6, 2014. He serves as Board Chair of Western Investment Company and as a director of various other private companies, foundations and trusts. He was chair of Western Financial Group Inc. from 2005 to 2017 when the company was acquired by Wawanesa. He is the past chair of Liquor Stores North America Ltd and Export Development Canada and a former director of Parkland Fuel Corp, Finning International Inc. and Shaw Communications Inc. From 1997 to 2004 Mr. Dinning was a senior executive of TransAlta Corporation. Mr. Dinning held several key positions during his 11 years as a member of the Legislative Assembly in Alberta, including Provincial Treasurer from 1992 to 1997. He is a Member of the Order of Canada and a Fellow of the Institute of Corporate Directors. He is Chancellor Emeritus of the University of Calgary.

Board and Committee Meetings Attended During 2022:

Board	5 of 5	No data
Nominating and Corporate Governance	4 of 4	No data
Management Resources and Compensation	4 of 4	No data
Previous Voting Results:	For	Withheld
2022	89.18%	10.82%
2021	96.15%	3.85%
Securities Held as at March 2, 2023:	Number Outstanding	Total Value as at March 2, 2023
Common Shares(1)	37,000	$ 1,321,270
DSUs(1)(2)	71,281	2,545,445
Total Common Shares & DSUs(1)(2)	108,281	$3,866,715

Brian R. Hedges

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Age 70 Toronto, Ontario, Canada Director since 12May2009 Independent[(5)]

Public Board Memberships : Black Diamond Group Limited

Mr. Hedges is a Corporate Director. Mr. Hedges joined Russel Metals as Executive Vice President and CFO in 1994. During his early years with the Company, Mr. Hedges contributed to the divestitures of non-metals operations and the restructuring from a holding company to a metals distribution company. Over the succeeding 15 years, Mr. Hedges assumed various responsibilities, including becoming Executive Vice President and Chief Operating Officer of Russel Metals in 2008. In 2009, Mr. Hedges was appointed President and Chief Executive Officer of Russel Metals. He served as Chief Executive Officer of the Company until his retirement on May 2, 2018. Prior to joining Russel Metals, Mr. Hedges held the positions of President and Chief Executive Officer and Chief Financial Officer, at Gandalf Technologies and Chief Financial Officer at Teleglobe Inc. Mr. Hedges is currently a Director of Black Diamond Group Limited.

Board and Committee Meetings Attended During 2022:	Board and Committee Meetings Attended During 2022:
Board	5 of 5	No data
Environmental Management and Health & Safety	3 of 3	No data
Previous Voting Results:	For	Withheld
2022	89.53%	10.47%
2021	98.12%	1.88%
	Number	Total Value as at
Securities Held as at March 2, 2023:	Outstanding	March 2, 2023
Common Shares(1)	70,000	$2,499,700
DSUs(1)(2)	38,764	1,384,262
Total Common Shares & DSUs(1)(2)	108,764	$3,883,962

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C nthia Johnston y

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Ms. Johnston is a Corporate Director. She serves on the Board of Directors of AltaGas Ltd. where she chairs the EH&S Committee. She was Executive Vice President, Gas, Renewables and Operations Services at TransAlta Corporation from 2015 until her retirement in 2017. Between 2011 and 2015, she held various positions, including Executive Vice President Enterprise Risk and Corporate Services and Executive Vice President Corporate Services. From 2013 until her retirement, she was Chief Operating Officer and served as a non-independent Director of TransAlta Renewables. Prior thereto, Ms. Johnston held various executive leadership positions with TransAlta and Fortis Alberta.

Board and Committee Meetings Attended During 2022:

Board	5 of 5	No data
Audit	4 of 4	No data
Nominating and Corporate Governance	4 of 4	No data
Previous Voting Results:	For	Withheld
2022 2021	97.40% 99.56%	2.60% 0.44%
	Number	Total Value as at
Securities Held as at March 2, 2023:	Outstanding	March 2, 2023
Common Shares(1)	-	$ -
DSUs(1)(2)	4,905	175,158
Total Common Shares & DSUs(1)(2)	4,905	$175,158

Age 61 Victoria, British Columbia, Canada Director since 05May2021 Independent[(5)]

Public Board Memberships: AltaGas Ltd.

Alice D. Laberge

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Age 66 Vancouver, British Columbia, Canada Director since 30Jul2007 Independent[(5)]

Public Board Memberships: Mercer International Inc. Nutrien Ltd.

Ms. Laberge is a Corporate Director. She was President and Chief Executive Officer of Fincentric Corporation (a global provider of software solutions to financial institutions) from 2003 to 2005 and CFO from 2000 to 2003. Prior to that she was with MacMillan Bloedel Limited in a number of financial positions including Senior Vice President, Finance and CFO. Ms. Laberge served as a director of the Royal Bank of Canada from 2005 to 2021. Ms. Laberge is currently a Director of the Canadian Public Accountability Board.

Board and Committee Meetings Attended During 2022:

Board	5 of 5	No data
Audit	4 of 4	No data
Nominating and Corporate Governance	4 of 4	No data
Previous Voting Results:	For	Withheld
2022	90.90%	9.10%
2021	96.43%	3.57%
	Number	Total Value as at
Securities Held as at March 2, 2023:	Outstanding	March 2, 2023
Common Shares(1)	8,900	$ 317,819
DSUs(1)(2)	54,564	1,948,480
Total Common Shares & DSUs(1)(2)	63,464	$2,266,299

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2023 Information Circular

William M. O'Reill y

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Age 74 Toronto, Ontario, Canada Director since 12May2009 Independent[(5)]

Public Board Memberships: Premium Nickel Resources Ltd.

Mr. O'Reilly is a Corporate Director. Mr. O'Reilly was Managing Partner and a member of the Management Committee of Davies Ward Phillips & Vineberg LLP, a legal advisor to the Company, from 1997 until his retirement from those positions on May 31, 2010. He was a partner of that firm from 1976 to December 31, 2011, except for the period between August 1993 and January 1996 when he served as an executive officer of Russel Metals. Mr. O'Reilly was Secretary of Russel Metals from May 1994 to May 2009. Mr. O'Reilly has been a director and Chair of the Governance and Nominating Committee of Premium Nickel Resourses Ltd. since August, 2022.

Board and Committee Meetings Attended During 2022:

Board	5 of 5	No data
Management Resources and Compensation	4 of 4
Nominating and Corporate Governance	4 of 4	No data
Previous Voting Results:	For	Withheld
2022	90.94%	9.06%
2021	96.63%	3.37%
	Number	Total Value as at
Securities Held as at March 2, 2023:	Outstanding	March 2, 2023
Common Shares(1)	18,400	$ 657,064
DSUs(1)(2)	56,715	2,025,293
Total Common Shares & DSUs(1)(2)	75,115	$2,682,357

Ro er D. Paiva g

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Age 62 Toronto, Ontario, Canada Director since 01Oct2020 Independent[(5)]

Public Board Memberships: None

Mr. Paiva is a Corporate Director. Mr. Paiva was the Vice President Operations – North Region of Gerdau Steel Company from 2017 until his retirement in 2019. He started with Gerdau Steel in 1982 and held many senior positions at Gerdau Steel through out his career including Vice President Operations, Merchant Mills from 2011 – 2017. Mr. Paiva was a member of the Board of Directors of the Canadian Steel Producers Association from 2011 to 2019, during his last two years he held the position of Co-Chair of the Board of Directors.

Board and Committee Meetings Attended During 2022:	Board and Committee Meetings Attended During 2022:
Board	5 of 5	No data
Management Resources and Compensation	4 of 4
Environmental Management and Health & Safety	3 of 3	No data
Previous Voting Results:	For	Withheld
2022	98.58%	1.42%
2021	99.53%	0.47%
	Number	Total Value as at
Securities Held as at March 2, 2023:	Outstanding	March 2, 2023
Common Shares(1)	4,460	$159,267
DSUs(1)(2)	7,126	254,469
Total Common Shares & DSUs(1)(2)	11,586	$413,736

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2023 Information Circular

John G. Reid

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Age 54 Soddy Daisy, Tennessee, United States Director since 02May2018 Not Independent

Public Board Memberships: None

Mr. Reid is the President and Chief Executive Officer of Russel Metals. Mr. Reid started with JMS Metals Services, Inc. and related companies ("JMS") in 1991, was promoted to President of JMS in 1994 and served as President of the Company's JMS Russel Metals operations from the Company's purchase of JMS in 2007 to 2009. From 2009 to 2013, Mr. Reid held the position of Vice President Operations, Service Centers of the Company and took on increased responsibility for the energy products units. On February 21, 2013, Mr. Reid was appointed Chief Operating Officer; on May 2, 2013, Mr. Reid was appointed Executive Vice President; on January 1, 2016, Mr. Reid was appointed President; and on May 2, 2018, he was appointed Chief Executive Officer.

Board and Committee Meetings Attended During 2022:

Board	5 of 5	No data
No committee membership	No data	No data
Previous Voting Results:	For	Withheld
2022 2021	96.90% 98.15%	3.10% 1.85%
	Number	Total Value as at
Securities Held as at March 2, 2023: Common Shares(1)	Outstanding 324,066	March 2, 2023 $11,572,397
RSUs(3)	241,299	8,616,787
Total Common Shares & RSUs(1)(4)	565,365	$20,189,184
Unexercised SARs(4)	280,321	No Data

Annie Thabet

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Ms. Thabet is a Corporate Director and a Partner at Celtis Capital, a firm specialized in transactional services related to mergers and acquisitions, divestitures, corporate finance and asset management, which she co-founded in 2003. From 2010 to 2018 Ms. Thabet served as a director of Jean Coutu Group Inc. and from 1987 to 1998 she was at Société générale de financement du Québec, a crown corporation specialized in private equity investment. Ms. Thabet is also a director of Manac Inc. and Center of Advanced Technologies BRP – Sherbrooke University and past Chair of the Board of the Institute of Corporate Directors – Quebec.

Board and Committee Meetings Attended During 2022:

Board	5 of 5	No data
Audit	4 of 4
Environmental Management and Health & Safety	3 of 3	No data
Previous Voting Results:	For	Withheld
2022	99.18%	0.82%
2021	99.63%	0.37%
	Number	Total Value as at
Securities Held as at March 2, 2023:	Outstanding	March 2, 2023
Common Shares(1)	16,490	$ 588,858
DSUs(1)(2)	33,865	1,209,319
Total Common Shares & DSUs(1)(2)	50,355	$1,798,177

Age 62 Îles-des-Soeurs, Quebec, Canada Director since 01Jan2018 Independent[(5)]

Public Board Memberships: Héroux-Devtek Inc. Transcontinental Inc.

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2023 Information Circular

Footnotes to Nominees for the Election of Directors

(1) The common share and DSU values noted in the above table are based on the closing price of a common share on the TSX on March 2, 2023 of $35.71.
(2) For further information on DSUs, see "Compensation of Non-Executive Directors" commencing on page 24 of this Circular, "Deferred Share Unit Plan" on page 27 of this Circular and "Deferred Share Units Held" on page 28 of this Circular.
(3) The number of RSUs reflected in the above table for Mr. Reid is the number of RSUs as at March 2, 2023 and includes those RSUs which have yet to vest. The RSU values noted in the above table are based on the closing price of a common share on the TSX for March 2, 2023 of $35.71. For further information on the RSUs owned by Mr. Reid, see "Outstanding Share Based and Option Based Awards" commencing on page 51 of this Circular.
(4) Mr. Reid owns an aggregate of 280,321 unexercised SARs, of which 95,759 are vested. For further details regarding the share appreciation rights owned by Mr. Reid, see "Outstanding Share Based and Option Based Awards" commencing on page 51 of this Circular.
(5) "Independent" has the meaning prescribed by applicable policies of the Canadian Securities Administrators, which generally provide that a Director would not be independent if he or she has a material relationship, which could, in the view of the Board, reasonably be expected to interfere with the exercise by the Director of his or her independent judgment.

DUPLICATION OF BOARD MEMBERSHIP

None of our Directors were members of the same board of another public company in 2022.

MAJORITY VOTING AND CBCA AMENDMENTS

The Company has adopted a majority voting policy for its Board of Directors nominees in compliance with TSX rules. However, this policy has been rendered inoperative as of August 31, 2022 when new provisions of the Canada Business Corporations Act ("CBCA") introducing a statutory voting requirement for uncontested director elections came into effect. Under the CBCA amendments, shareholders are allowed to vote "for" or "against" (as opposed to "for" and "withhold") nominees for the Board of Directors. If a nominee does not receive a majority of the votes cast for their election, the nominee will not be elected and in the case of incumbent directors (which comprise all of the Company's nominees for the Board of Directors at the Meeting), such director may continue in office until the earlier of (i) the 90th day after the election, or (ii) the day on which his or her successor is appointed or elected.

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2023 Information Circular

COMMITTEES OF THE BOARD OF DIRECTORS

We are required by applicable securities laws to have an audit committee of the Board (the "Audit Committee"). Other committees of the Board are the Management Resources and Compensation Committee (the "MR&C Committee"), the NCG Committee and the Environmental Management and Health & Safety Committee (the "EMH&S Committee"). The members of the committees as at December 31, 2022 were as follows:

		Environmental	Management	Nominating and
Non-Executive		Management and Health & Safety	Resources and Compensation	Corporate Governance
Directors	Audit Committee	Committee	Committee	Committee
L.J. Austin	X	X
J.M. Clark	X			X (Chair)
J.F. Dinning			X	X
B.R. Hedges		X (Chair)
C. Johnston	X			X
A.D. Laberge	X (Chair)			X
W.M. O'Reilly			X	X
R.D. Paiva		X	X (Chair)
A. Thabet	X		X

All committee mandates are described under "Statement of Corporate Governance Practices" commencing on page 56 of this Circular.

NUMBER OF BOARD AND COMMITTEE MEETINGS HELD AND ATTENDANCE

Meetings of Non-Management Directors

Our Board members hold an in-camera session without management members at every meeting.

Nine of the 10 nominees to the Board of Directors are independent. Mr. Reid, the President and CEO of the Company, is not independent by virtue of being a current executive officer of the Company. Mr Reid, as an executive Director, is not a member of any committees of the Board of Directors.

Mr. Hedges, who retired as Chief Executive Officer on May 2, 2018 was deemed, until May 2, 2021, a non-independent director under Part 1.4(3) of NI 52-110 Audit Committees by virtue of being a former executive officer of the Company. Following the expiry of the deeming period, the NCG Committee reviewed the legal and regulatory framework for assessing the independence of directors and specific considerations with respect to the Company including that Mr. Hedges has no special compensation arrangements; that he has no material relations with customers or suppliers; that there have been significant changes in management and the Board since his retirement; and that his significant shareholdings align him with the interests of shareholders of the Company. On August 5, 2021, on the recommendation of the NCG Committee, the Board of Directors determined that Mr. Hedges is an independent Director.

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2023 Information Circular

May 2, 2023 will be the five-year anniversary of Mr. Hedges' retirement as Chief Executive Officer of the Company and the expiry of the five-year cooling off period that various proxy advisory firms utilize as a deeming period in respect of the independence of a former Chief Executive Officer.

Since the Board of Directors determined that Mr. Hedges is an independent Director in August 2021, there have been further changes in the Board and management (both at the executive level and the regional level, which is equally important in the Company's decentralized culture), his only involvement with the Company has been in his capacity as a Director, there continue to be no related party transactions, no special compensation arrangements, no material relations with customers or suppliers and all of his previously issued equity awards have expired.

The following table summarizes the meetings of the Board and its committees held in 2022.

Board / Committee	No. of Meetings for 2022
Board of Directors	5
Audit Committee	4
Environmental Management and Health & Safety Committee	3
Management Resources and Compensation Committee	4
Nominating and Corporate Governance Committee	4

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2023 Information Circular

Attendance at Board and Committee Meetings Held

We believe that an engaged board governs most effectively. We expect Directors to attend all quarterly meetings of the Board, all regularly scheduled meetings of committees of which they are members and the annual meeting of shareholders. While we recognize that the short notice of special Board or committee meetings may sometimes conflict with the schedules of our Directors, we expect Directors to exercise best efforts to attend all special meetings of the Board and its committees. Directors may participate by teleconference if they cannot attend in person. The table below summarizes the number of Board and committee meetings attended by each Director during 2022. The Directors' attendance records are also included in the nominee table commencing on page 12 of this Circular.

	2022 Board Meetings	2022 Committee Meetings	2022 Board & Committee Meetings
Directors	No. of Meetings Attended	No. of Meetings Attended	No. of Meetings Attended
L. J. Austin	5 of 5 100%	7 of 7 100%	12 of 12 100%
J.M Clark	5 of 5 100%	8 of 8 100%	13 of 13 100%
J.F. Dinning	5 of 5 100%	8 of 8 100%	13 of 13 100%
B.R. Hedges	5 of 5 100%	3 of 3 100%	8 of 8 100%
C. Johnston	5 of 5 100%	8 of 8 100%	13 of 13 100%
A.D. Laberge	5 of 5 100%	8 of 8 100%	13 of 13 100%
W.M. O'Reilly	5 of 5 100%	8 of 8 100%	13 of 13 100%
R.D. Paiva	5 of 5 100%	7 of 7 100%	12 of 12 100%
J.G. Reid(1)	5 of 5 100%	n/a n/a	5 of 5 100%
A. Thabet	5 of 5 100%	7 of 7 100%	12 of 12 100%
J.R. Tulloch(2)	2 of 2 100%	3 of 3 100%	5 of 5 100%

(1) As an executive Director of the Company, Mr. Reid is not a member of any committee of the Board of Directors.

(2) Mr. Tulloch retired as a director on May 4, 2022 and the number of meetings reflects those held prior to that date.

SKILLS AND EXPERIENCE

A Board of Directors with a broad mix of skills is best able to oversee the wide range of issues that arise with a company of our size and complexity. Accordingly, each Director is evaluated on the basis of the mix of experience and qualifications they provide. The NCG Committee uses a skills matrix to assist with reviewing the skill set of current Directors as well as identifying Director candidates who best meet the needs of the Company. The matrix outlines the desired complement of skills and areas of expertise considered important to understand and oversee the Company's business. Each Director is required to indicate their level of proficiency for each of the skills and areas of expertise.

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2023 Information Circular

Following receipt of the Director self-assessment, the NCG Committee reviews the assessments and analyzes the results. The following matrix summarizes the number of nominee Directors with expert or proficient skills and experience in the areas which the NCG Committee believes are most relevant to the business and governance of the Company.

Skills and Experience	Austin	Clark	Dinning	Hedges	Johnston	Laberge	O'Reilly	Paiva	Reid	Thabet
Managing or Leading Growth- experience driving strategic direction and leading growth of an organization										
Business Climate- familiarity with geographic regions in which the Company carries on its business									

C-Suite or Senior Executive Leadership- experience as a senior executive of a publicly listed company or major organization									
Leadership in a Decentralized Organization- experience leading or managing in a decentralized organization which places significant control and decision-making authority in the hands of local management									

Industry Experience- experience in the steel industry, combined with a knowledge of market participants and key customer markets									
Human Resources - expertise in executive compensation programs including compensation, benefit and pension programs										

Financial Management Experience- experience in financial accounting and reporting, financial controls and corporate finance which may include a professional designation (CPA) or experience as a chief financial officer or controller of a publicly listed company or major organization										
Capital Markets and Mergers and Acquisitions- experience in capital structuring and capital markets transactions including financings, public offerings and mergers and acquisitions										

Safety, Health and Environment- understanding of the requirements and leading practices of workplace safety, health and environmental practices										
Operations Experience- understanding of the plant operations, including quality										

Information Technology and Cybersecurity - knowledge or experience in information technology and systems, data management, cybersecurity and management of cybersecurity risks						
Governance and Compliance- knowledge of best practices in governance of public companies and compliance with corporate law, securities law and other regulatory requirements of a publicly traded corporation										

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2023 Information Circular

REPRESENTATION OF DESIGNATED GROUPS

Representation of Designated Groups on the Board of Directors and in Executive Officer Positions

Five of 10 (50%) of the Company's current Directors and the nominee Directors represent Designated Groups (as defined in the Employment Equity Act (Canada)). Three of 10 (30%) of the Company's current Directors and the nominee Directors are women. Two of 10 (10%) of the Company's current Directors and nominee Directors self identify as a member of a visible minority. None of the current Directors or nominee Directors self-identifies as an Aboriginal person or a person with a disability.

Two of seven (29 % ) of the Company's executive officers are women. None of the Company's executive officers self identifies as a member of a visible minority, an Aboriginal person or a person with a disability.

The Board and the Company recognize the benefits of fostering diversity and believe that a Board and executive team made up of highly qualified individuals from diverse backgrounds promotes better corporate governance, performance and effective decision-making.

In furtherance of diversity, the Board has established a formal written Diversity Policy, which among other things, commits that women represent at least 30% of the Directors of the Company. In the event women cease to represent at least 30% of the Directors of the Company at any time (for instance, due to an unplanned departure), the Board will take action to ensure that women represent at least 30% of the Directors of the Company within a reasonable timeframe.

The Board has not adopted formal targets for other Designated Groups with respect to Directors or executive officers at this time. The NCG Committee and the Company, as set out in the Diversity Policy, seek to ensure that Directors and officers have a wide range of skills, experiences and backgrounds to meet the needs of the Company. To support this objective, the NCG Committee and the Company, when seeking candidates for the Board or senior executive positions as part of their process consider: (a) candidates who are highly qualified based on their business experience, functional expertise and personal skills and qualities; (b) candidates with experience and expertise in the industries in which the Company operates - this can take the form of general steel or oil and gas experience or, where practicable, specific experience in a metal service center, oilfield service operation or steel or energy product distribution; and (c) the representation of Designated Groups on the Board and in senior leadership positions.

The Board and Company also, in preparing for recruitment, discuss the current matrix of skill sets of Directors and executive officers and consider whether there are any gaps or specific experiences, skills or viewpoints that ought to be addressed, in the selection of a candidate, to improve corporate performance and decision making.

This process places diversity and inclusion as critical considerations during the recruitment and selection process.

Board Renewal Policy

The Company has adopted a Board renewal policy whereby Directors will not generally stand for re-election after reaching the age of 75 years. In addition, the Company's policy is to target total average tenure of non-executive Directors (i.e. total years of service of non-executive Directors on the Board divided by the number of non-executive Directors) to be approximately 10 years or less. Neither of these two policy objectives represents a bright line test, and the Board may, at any time or from time to time, deviate from these objectives when it believes that it's in the best interest of the Company to do so, but both are designed to encourage and support a continuous active program of Board member renewal, recruitment and retirement planning.

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2023 Information Circular

At this time, the Board does not believe that fixed term limits for Directors are necessary or appropriate, nor does it believe that Directors should expect to be re-nominated annually prior to age 75. The Board believes that a balance must be struck between ensuring that there are new ideas and diverse viewpoints at the Board and maintaining the insight, experience and other benefits of continuity contributed by longer-serving Directors.

For the purposes of this policy, in the event an executive Director subsequently becomes a nonexecutive Director, only such individual's tenure as a non-executive Director shall be included for the purposes of calculating the total average tenure of non-executive Directors.

The average tenure of the non-executive Directors as of the date of this Circular is 8.49 years and if all the non-executive Director nominees are elected the average tenure of the non-executive Directors immediately following the Meeting will be 8.67 years. Mr. Reid, who is an executive Director is excluded from the calculation and Mr. Hedges' tenure as a non-executive Director is calculated from May 2, 2018, the date of his retirement as an executive officer of the Company.

The Company also manages Director tenure through a rigorous Director evaluation and assessment process, and through a demonstrated and ongoing commitment to the process of Board renewal. The evaluation and assessment process, which includes Board and Committee evaluations and a peer evaluation process, is designed to identify any circumstance in which a Director is not making a sufficient contribution. It is the responsibility of the Company's Board to remove Directors who are not performing, rather than simply relying on Director term limits or a Director being required to resign due to age. Each Director's term expires no later than the next annual shareholders' meeting. The Company also manages Director tenure by disclosing each Director's tenure and age in the Company's Information Circular, allowing shareholders to make an informed decision relating to the election of nominee Directors.

BOARD EDUCATION

The NCG Committee is responsible for reviewing the Company's Director education program. In 2022, continuing education sessions were held in conjunction with regularly scheduled Board meetings or were incorporated into the Board Meetings. These sessions included presentations by senior management on topics germane to the Company and its business. Directors may also attend relevant external education programs. A summary of the educational sessions which were organized by the Company and held in 2022 and the Directors in attendance is set out below.

Board Educational Sessions Held in 2022	Board Educational Sessions Held in 2022				Participating Directors	Participating Directors	Participating Directors	Participating Directors	Participating Directors
Date	Educational Session	Austin	Clark	Dinning	Hedges	Johnston	Laberge	O'Reilly	Paiva	Reid	Thabet	Tulloch
Jan 5, 2022	CEO presentation on market											
	conditions and operational update
Feb 10, 2022	CEO presentation on market conditions and operational update CFO presentation on financial performance, capital allocation, liquidity and investor relations VP Service Centers operational update Capital Markets Presentation – Return of Capital Considerations	   	   	   	   	   	   	   	   	   	   	   

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2023 Information Circular

Board Educational Sessions Held in 2022	Board Educational Sessions Held in 2022				Participating Directors	Participating Directors	Participating Directors	Participating Directors	Participating Directors
Date	Educational Session	Austin	Clark	Dinning	Hedges	Johnston	Laberge	O'Reilly	Paiva	Reid	Thabet	Tulloch
Mar 24, 2022	CEO presentation on market											
	conditions and operational update
May 3, 2022	CEO presentation on market conditions and operational update CFO presentation on financial performance, capital allocation, liquidity and investor relations	 	 	 	 	( 	 	 	 	 	 	 
Jun 23, 2022	CEO presentation on market											(1)
	conditions and operational update
Aug 10, 2022	CEO presentation on market conditions and operational update CFO presentation on financial performance, capital allocation, liquidity and investor relations	 	 	 	 	 	 	 	 	 	 	(1) (1)
Sep 22, 2022	CEO presentation on market											(1)
	conditions and operational update
Nov 9, 2022	CEO presentation on market conditions and operational update CFO presentation on financial performance, capital allocation, liquidity and investor relations	 	 	 	 	 	 	 	 	 	 	(1) (1)
Throughout the year	Received and reviewed articles on steel and oil & gas industry and markets serviced by the Company Attended presentations, seminars or conferences by external providers germane to a Director of a publicly traded company										 	(1) (1)
								-	-	

(1) Mr. Tulloch retired as a director on May 4, 2022.

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2023 Information Circular

COMPENSATION OF NON-EXECUTIVE DIRECTORS

Board and Committee Fees

Our non-executive Directors are compensated partly in cash and partly in DSUs. The fee schedule set out below describes the compensation paid to non-executive Directors during 2022. Our Directors may choose to receive all or any portion of their Board or committee chair annual retainer fees in DSUs.

	Fee Schedule	Fee Schedule
Fees	Cash Compensation	Comments
Board of Directors Annual Retainer
Chair of the Board Director	$175,000 85,000	The Chair of the Board was paid annual cash compensation in the amount shown. This amount represents compensation for acting as Chair of the Board and is inclusive of all fees for attending Board and committee meetings during the year. All non-executive Directors, except Chair of the Board.
Committee Chair Annual Retainer
Audit Committee Chair MR&C Committee Chair Other Committee Chair	18,000 15,000 12,000
Other Fees
Travel Fee Advisory Fee	1,500 1,000	A flat fee of $1,500 is payable to all non-executive Directors who travel outside of their province / state of residence in order to attend board and committee meetings or for travel on special assignments, as delegated by the Board. Payable per day for special assignments, as delegated to members of the Board.
Deferred Share Units	Equity Compensation	Comment
Chair of the Board Director	$120,000 85,000	Value of DSUs issued to the Chair of the Board. Value of DSUs issued to other non-executive Directors.

We reimburse expenses incurred by our Directors while attending Board and committee meetings.

2022 Non-Executive Director Compensation

During the financial year ended December 31, 2022, we paid an aggregate of $965,190 in compensation relating to annual Board and Committee retainers to our non-executive Directors. In 2022, we also made quarterly allocations of DSUs with an aggregate value of $829,113 to the DSU accounts of our non-executive Directors on account of the annual DSU retainers referred to above.

No additional compensation was paid to Mr. Reid, our CEO, for his services as a Director of the Company.

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2023 Information Circular

The following table sets out the total compensation paid to each of our non-executive Directors during the year ended December 31, 2022.

Name of Director	Board Retainer	Committee Chair Retainer	Travel Fee	Sub- Total	DSUs in Lieu of Cash	Cash Total	DSU Allocations(1)	Total Compensation
L.J. Austin	$ 85,000	$ -	$ 4,500	$ 89,500	$ -	$ 89,500	$ 85,000	$ 174,500
J.M. Clark	85,000	12,000	1,500	98,500	-	98,500	85,000	183,500
J.F. Dinning	175,000	-	-	175,000	-	175,000	120,000	295,000
B.R. Hedges	85,000	12,000	1,500	98,500	97,000	1,500	85,000	183,500
C. Johnston	85,000	-	4,500	89,500	-	89,500	85,000	174,500
A.D. Laberge	85,000	18,000	4,500	107,500	-	107,500	85,000	192,500
W.M. O'Reilly	85,000	-	1,500	86,500	-	86,500	85,000	171,500
R.D. Paiva(2)	85,000	9,849	1,500	96,349	-	96,349	85,000	181,349
A. Thabet	85,000	-	3,000	88,000	42,500	45,500	85,000	173,000
J.R. Tulloch	29,190	5,151	1,500	35,841	-	35,841	29,113	64,953
Totals	$884,190	$57,000	$24,000	$965,190	$139,500	$825,690	$829,113	$1,794,302

(1) With the exception of the Deferred Share Unit Plan, the Company does not provide compensation by way of share options, non-equity incentive plans, pension or other plans to the non-executive Directors.

(2) Mr. Tulloch was Chair of the MR&C Committee from May 2, 2018 until his retirement as a director of the Corporation May 4, 2022. Mr. Paiva was appointed Chair of the MR&C Committee on May 4, 2022.

Director Compensation Benchmarking

The Company uses various information sources and resources to monitor the Company's Director compensation practices and benchmark overall pay levels for our Directors, including comparative data from other publicly held industrial and energy services companies in Canada, in each case with annual revenues roughly in the range of 50% to 200% of the annual revenues of the Company. Because there are no public Canadian companies which operate steel service centers or distribute a similar portfolio of energy products, we include in our comparator group select Canadian companies operating in industrial manufacturing, energy services, forest products, distribution, construction, resource and commercial printing businesses within that same target range of annual revenues. Data from this same group of Canadian comparator companies is also used by the Company to aid in the monitoring of executive compensation practices and benchmark executive officer compensation (see "Compensation Comparator Group" commencing on page 34 of this Circular). The Company's sources also include information and data derived from publicly available documents which reflect current practices, trends and pay levels among a broader group of Canadian public companies of comparable size. We target total Director pay at or below the median level of our Canadian comparator group.

In 2022, the Board, with the assistance of the NCG Committee, undertook a comprehensive review of our Director pay practices and levels, which the Board had intentionally left unchanged since 2019 as the Company managed through uncertain market conditions related to the global pandemic. In August 2022, on completion of this review, the Board adopted changes to the Director compensation plan which took effect January 1, 2023 designed to (a) further simplify the Director compensation plan; and (b) target total Director pay at or below the median level of our Canadian comparator group.

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Effective January 2023, the Company eliminated travel fees for Directors and adjusted total Director pay. Each non-executive director (other than the Board Chair) will now receive a cash retainer at the annual rate of $95,000 payable quarterly and an equity retainer comprising quarterly grants of DSUs at an annual rate of $95,000. The Board Chair will now receive a cash retainer at the annual rate of $195,000 and an equity retainer comprising quarterly grants of DSUs at an annual rate of $135,000. The Chairs of the Board committees will receive additional cash retainers as follows: Audit - $20,000; MR&C - $18,750; NCG - $15,000; and EMH&S - $15,000. Directors may continue to elect to receive DSUs in lieu of all or any part of their cash compensation.

Authority of the Nominating and Corporate Governance Committee

The NCG Committee has the authority to retain advisors to assist in the evaluation of Director compensation. The NCG Committee also has the authority to approve the fees and retention term of any such advisors. The NCG Committee may form subcommittees and delegate authority that it deems appropriate. The NCG Committee has the authority to make recommendations to the Board, but has no decision-making authority other than as set out above.

Deferred Share Unit Plan

We have a Deferred Share Unit Plan ("DSU Plan") for non-executive Directors. A DSU is a unit equivalent in value to one common share based on the Market Price. The "Market Price" for the purposes of grants, redemptions and dividend payments under the DSU Plan is calculated based on the volume weighted average price of a common share on the TSX for the last five trading days immediately prior to the date on which the value of the DSU is determined. DSUs are allocated on the last day of each of March, June, September and December in each year. In 2022, the number of DSUs credited quarterly to each Director's account was determined by dividing $21,250 (for Directors) and $30,000 (for the Chair of the Board) by the Market Price at the allocation date. As of January 1, 2023, the quarterly allocation of DSUs was increased from $21,250 to $23,750 for Directors and from $30,000 to $33,750 for the Chair of the Board, as part of the Director compensation benchmarking, review and analysis completed in 2022, which became effective on January 1, 2023. A Director may elect to receive payment in DSUs, rather than cash, for all or a portion of his or her annual Board retainer and/or annual committee chair retainer by providing the required notice to the Company in accordance with the DSU Plan.

Directors are credited with additional DSUs on each dividend payment date in respect of common shares, in an amount that corresponds to the amount of the dividend, based on the number of the DSUs recorded in the Director's account on the record date for payment of the dividend and the Market Price of the common shares on such dividend payment date.

DSUs are redeemable only when a Director leaves the Board, thereby providing an ongoing equity stake throughout the Director's service. The DSU Plan provides Directors with flexibility to redeem their DSUs within a prescribed period of time following the date on which they cease to be Directors. A departing Director who is a Canadian resident will receive a cash payment upon redemption which can be no later than December 31 of the first full calendar year following the year in which they cease to be a Director. A departing Director who is a U.S. resident will receive a cash payment upon redemption which can be no later than December 31 of the calendar year in which they cease to be a Director. The value of the cash payment is determined by multiplying the number of DSUs redeemed by the Market Price on the redemption date. Applicable income tax and other withholdings are deducted as required by law.

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Deferred Share Units Held

As at March 2, 2023, the non-executive Directors held an aggregate of 343,104 DSUs, which were valued at an aggregate of $12,252,244 as of such date. The number of DSUs held by each nonexecutive Director and their value as at March 2, 2023 is provided in the following table.

Non-Executive Directors	Number of DSUs held as at March 2, 2023	Value of DSUs as at March 2, 2023
L.J. Austin	4,905	$ 175,158
J.M. Clark	70,979	2,534,660
J.F. Dinning	71,281	2,545,445
B.R. Hedges	38,764	1,384,262
C. Johnston	4,905	175,158
A.D. Laberge	54,564	1,948,480
W.M. O'Reilly	56,715	2,025,293
R.D. Paiva	7,126	254,469
A. Thabet	33,865	1,209,319
Total	343,104	$12,252,244
(1) Based on the closing price of a common share on the TSX on March 2, 2023 of $35.71.

EQUITY OWNERSHIP OF NON-EXECUTIVE DIRECTORS

The target value of equity ownership is three times the value of the aggregate of the annual Board retainer and the annual DSU grant. As a result, each Director (other than the Chair of the Board) was required to own common shares and DSUs with a combined value of not less than $510,000 for 2022. Effective January 1, 2023 this amount was increased to $570,000. The Chair of the Board was required to own common shares and DSUs with a combined value of not less than $885,000 for 2022. Effective January 1, 2023 this amount was increased to $990,000. All Directors have met the equity ownership threshold, except for Mr. Austin and Ms. Johnston who have until May 5, 2026 and Mr. Paiva who has until October 1, 2025 to reach the threshold.

For purposes of this policy (i) common shares beneficially owned by a Director (directly or indirectly, including with their spouse) are valued at any particular time at the higher of the then current market value and the cost of such shares to the Director; and (ii) DSUs are valued based on the higher of the then current market value of a common share and the Market Price at the date of grant. The following table summarizes the equity ownership of the non-executive Directors and their compliance with the foregoing policy as at March 2, 2023.

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Non-Executive Directors	Target Value of Equity Ownership	Number of Shares	Number of DSUs	Combined Value of Shares and DSUs(1)	Meets Guidelines	Percentage of Target
L.J. Austin	$ 570,000	-	4,905	$ 175,158	pending(2)	31%
J.M. Clark	570,000	3,000	70,979	2,641,790	yes	463%
J.F. Dinning	990,000	37,000	71,281	3,866,715	yes	391%
B.R. Hedges(3)	570,000	50,000	38,764	3,169,762	yes	556%
C. Johnston	570,000	-	4,905	175,158	pending(2)	31%
A.D. Laberge(3)	570,000	8,000	54,564	2,234,160	yes	392%
W.M. O'Reilly(3)	570,000	16,572	56,715	2,617,079	yes	459%
R.D. Paiva	570,000	4,460	7,126	413,736	pending(2)	73%
A. Thabet	570,000	16,490	33,865	1,798,177	yes	315%

(1) The value of the shares and DSUs reflected above are based on the higher of: (a) the closing price of a common share on the TSX on March 2, 2023, of $35.71; or (b) the cost of such shares or the Market Price of such DSUs at the time of acquisition / grant.

(2) Mr. Austin and Ms. Johnston have until May 5, 2026, and Mr. Paiva has until October 1, 2025 to reach the equity ownership target.

(3) Shares over which Directors have control or direction but which are not beneficially owned are excluded for the purpose of the equity ownership policy. The following shares have been excluded from the above table in relation to Mr. Hedges, 20,000 common shares; Ms. Laberge, 900 common shares; and Mr. O'Reilly, 1,828 common shares.

As at March 2, 2023, the nominees for election at the upcoming Meeting of shareholders beneficially own an aggregate of 459,588 common shares and have control or direction over an additional 22,728 common shares, which number includes the common shares owned by the CEO.

Change in Non-Executive Directors' Combined Share / DSU Ownership

Together, the number of the common shares and DSUs beneficially owned by the current nonexecutive Directors as at March 2, 2023 has increased 2% from the combined number of common shares and DSUs owned by the non-executive Directors as at March 2, 2022 (the disclosure date used in our Information Circular for our meeting held in 2022).

DIRECTORS' AND OFFICERS' LIABILITY INSURANCE

In December 2022, we renewed, for the benefit of Russel Metals, its subsidiaries and their Directors and Officers, insurance against liability incurred by the Directors or Officers in their capacity as Directors or Officers of Russel Metals or any subsidiary. The total amount of insurance coverage is $105 million and, subject to the deductible portion referred to below, up to the full-face amount of the policies is payable, regardless of the number of Directors and Officers involved. The annual premium for the policy year to December 1, 2023 is $238,325. The policies do not specify that a part of the premium is paid in respect of either Directors as a group or Officers as a group. The policies provide for deductibles as follows: (i) with respect to our Directors and Officers, there is no deductible applicable; and (ii) with respect to reimbursement of the Company, there is a deductible of $100,000 per occurrence.

ENVIRONMENTAL (INCLUDING CLIMATE), SOCIAL AND GOVERNANCE RISK

OVERSIGHT

Oversight of Environmental (including Climate), Social and Governance matters is a shared responsibility amongst various committees, each of whom report to the Board.

The EMH&S Committee is tasked with overseeing the Company's environmental stewardship, including climate related matters, and health and safety performance. In this capacity the EMH&S Committee reviews the Company's green house gas emissions, air emissions, energy use and compliance with environmental laws. The EMH&S Committee is also responsible oversight of the Company's health and safety program which includes its: health and safety policies; training

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practices; reporting and analysis of lost time incidents, total recordable incident rate and other key indicators (frequency, severity, medical aids, first aids, near miss rate); benchmarking against industry peers; and any engagement or inquiries from applicable governmental entities.

The EMH&S Committee also reviews of the Company's public disclosure in respect of such matters which has been traditionally prepared in accordance with the Sustainability Accounting Standards Board framework which is posted on the Company's website. In 2023, the Company anticipates preparing its inaugural Sustainability Report in accordance with the requirements contained in the draft National Instrument 51-107 Climate Related Disclosure, which are premised on the Task Force on Climate Related Financial Disclosures (TCFD) framework. Management has presented to the EMH&S Committee an analysis of the Company's sources of greenhouse gas emissions, opportunities to reduce its carbon footprint and benchmarking against industry peers and other comparable Canadian publicly traded companies.

The NCG Committee is responsible for oversight of social and governance matters. This includes diversity, equity and inclusion, social responsibility and ensuring appropriate processes, policies and procedures are in place to ensure the Company's business is conducted ethically and in accordance with applicable law.

The Audit Committee is responsible for oversight of the Company's risk management program. The Company's risk assessment details all material risks to the Company, including ES&G risks and climate related risks as applicable, and the Company's strategies and mitigations in place.

All Committees report to the Board of Directors in respect of their areas of oversight and all such materials presented to the respective Committee are made available to all Directors.

CYBERSECURITY RISK OVERSIGHT

The Board of Directors directly oversees issues related to cybersecurity, given the nature of the risk, as opposed to delegating oversight to a specific committee. The Board receives a quarterly report on Cybersecurity from management, which is modeled on the National Institute of Standards and Technology (NIST) Cybersecurity Framework.

Management provides a dashboard in line with the NIST Framework that includes achievements, initiatives underway and upcoming plans to identify, protect, detect, respond and recover in the event of and in respect of cybersecurity risks. Management also reports to the Board any material cybersecurity incidents, if applicable, and the Board has the opportunity to discuss these with and question management.

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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis describes (a) our compensation philosophy; (b) the decision making process relating to our compensation policy; (c) the significant elements of compensation awarded to, earned by, paid to or payable to the Company's President and CEO, the Executive Vice President and Chief Financial Officer ("CFO") and each of the next three most highly compensated executive officers of the Company (collectively, the "Named Executive Officers" or "NEOs") for the year ended December 31, 2022; (d) compensation governance; and (e) our assessment of the risks related to compensation policies and practices.

COMPENSATION PHILOSOPHY

The MR&C Committee reviews and makes recommendations to the Board for the specific compensation arrangements of the CEO and the CFO; the Company's overall compensation philosophy; and its incentive-based cash compensation plans and equity-based compensation plans. Our executive compensation policies and practices are designed:

i. to attract, motivate, and retain highly competent management by offering a competitive target level of total compensation;
ii. to motivate, recognize and reward superior performance by maintaining a high proportion of executive pay at risk and linking it to key performance measures, including earnings per share and net income for the issuance of awards and to share price appreciation in terms of the ultimate pay out of equity incentive instruments; and
iii. to foster commitment to the Company and alignment with shareholder interests through the effective and judicious use of earnings based and equity-based incentives.

Pay for performance is an important underlying principle of our executive compensation philosophy, with the result that, at virtually all levels throughout the Company, variable compensation can represent a substantial proportion of total compensation in a successful year. Our objective is to achieve competitive compensation for key executives over the course of business cycles and ensure an appropriate balance between short-term, mid-term and long- term incentives.

Our compensation structure consists of three main elements: (i) base salary; (ii) cash bonus; and (iii) equity incentives, in the form of restricted share units (RSUs), share options and share appreciation rights (SARs). The compensation plan is more heavily weighted to the performance driven cash bonus and equity incentives, with less weight on base salary, particularly for the CEO and CFO. The executive compensation plans are regularly reviewed to assess outcomes and market competitiveness.

The level of RSU grants for each of the CEO and the CFO is determined with reference to the prior year's financial performance of the Company. The value of RSU payments is conditional on future price performance of the Company's outstanding shares, which is linked to the Company's future financial performance.

Our cash bonuses for the CEO and the CFO are based on the Company's earnings per share in a given year, while cash bonuses for most other corporate employees are based on the Company's net income in a given year. We believe that earnings per share and net income are the most appropriate metrics for assessing the Company's overall performance and incentivizing corporate management and align well with a pay for performance model.

We are a collection of businesses with common characteristics; however, the customers, suppliers, industries served and goods and services offered by the various business units can vary widely

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from region to region and business unit to business unit. It is for that reason we have a decentralized management structure, which places significant control and decision making authority and accountability in the hands of local management and has enabled us to remain responsive to opportunities and customers' needs in each region in which we operate.

The profitability potential of the Company and its various business units is highly dependent upon the price of steel. It is also influenced by the general levels of industrial activity in the regions in which we operate. We are focused on maintaining profitability throughout the economic cycle by stressing financial discipline. Accordingly, we incentivize and reward each business unit based on its return on net assets, while the CEO, CFO and most corporate employees are incentivized and rewarded based on the Company's earnings per share or net income, each of which is an appropriate proxy for an aggregation of the return on net assets of each of the business units.

The Company's earnings per share and net income performance thresholds ensure that significant bonuses will not be paid to senior management in a year when the Company does not produce earnings to reward its shareholders. In a cyclical business, linking incentive compensation to relative performance compared to a defined industry comparator group could result in such an incongruity. The Company's industry peers are also impacted by volatility in metals prices and variations in industrial activity, and we do not believe that incentive compensation should be paid simply because the Company out-performs its peers in a declining market, if the shareholders do not profit through the Company's earnings.

The Company also has caps in place on incentive compensation for the CEO, CFO and corporate employees to protect against excessive compensation rewards resulting primarily from cyclical increases in commodity prices.

While the MR&C Committee and the Board have the right to take discretionary action when in the best interests of the Company, the Company has been consistent in its approach and application of the incentive compensation structure throughout the economic cycle so as to link pay with performance. In past economic downturns we have not adjusted our targets to make the incentive compensation more easily achieved for our Named Executive Officers. For instance, as a result of the Company's financial performance in 2015, which was severely impacted by significant declines in the price of steel and oil, the Named Executive Officers at that time did not receive performance incentive compensation as a result of the failure to meet the earnings thresholds.

A more recent example of the Company's consistent approach occurred in 2020 when the COVID19 pandemic and the coincident collapse in the price of oil represented unprecedented external shocks to the Company's business operations, which resulted in the Company failing to meet the bonus earnings threshold. Accordingly, C-Suite officers did not receive a cash bonus under the non-equity incentive plan or an RSU grant under their performance incentive compensation plans since earnings per share did not meet the minimum threshold.[1]

The incentive compensation plans for each of the CEO and CFO are summarized under "Incentive Compensation Tables" commencing on page 36 of this Circular.

1 Mr. Juravsky did receive a one-time equity incentive RSU grant of $200,000 as a signing bonus in accordance with his employment agreement in recognition of, and to partially offset, significant deferred compensation that Mr. Juravsky forfeited by leaving his prior employer which was unrelated to the Company's performance incentive compensation plan.

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The following charts summarize the short-term, mid-term and long-term incentives of our compensation programs.

	Short-Term Incentives
Compensation Element / Eligibility	Description	Linkage to Compensation Objective
Base Salary (all executives and employees)	Base salary is a market-competitive, fixed level of compensation, which is reviewed annually. For the CEO and CFO, less weight is given to base salary and a greater weight is allocated to performance-based incentives.	Attract and retain highly qualified leaders. Motivate strong business performance.
Cash Bonus – Non-Equity Incentive (all executives and a large percentage of employees)	Combined with base salary, the target level of performance driven cash bonus provides market competitive cash compensation. For the CEO, CFO and other corporate employees in support functions such as information systems, purchasing, accounting and human resources, the cash bonus is driven by earnings per share or net income. For most employees in the Company's operating units, the cash bonus is driven by return on net assets of their operations.	Attract and retain highly qualified leaders. Motivate strong business performance. Vary compensation based on earnings performance. Align employee and shareholder interest. Reduce compensation expense in periods of cyclical downturn.

	Mid and Long-Term Incentives
Compensation Element / Eligibility	Description	Linkage to Compensation Objective
Equity Bonus – RSUs (CEO and CFO)	For the CEO and CFO, RSUs are part of their performance-based incentive and are granted based on the values in the earnings per share table. See "Incentive Compensation Tables" commencing on page 36 of this Circular. Grant value is converted to a number of units by dividing the dollar value allocated to the employee by the Market Price (as defined in the RSU Plan) of common shares at time of grant. Vest one-third on each of the first and second anniversaries and the remaining one-third on the expiry date and pay in cash on the expiry date based on Market Price of common shares. See "Restricted Share Unit Plan" on page 50 of the Circular.	Align employee and shareholder interests. Attract and retain highly qualified leaders. Motivate strong business performance. Encourage sustained growth by linking a portion of compensation to mid-term Company performance.
Equity Bonus – RSUs (Other Employees)	The amount of the annual grant is dependent on the level and performance of the employee. An overall pool of RSUs available for issuance to employees as determined by the Board of Directors, typically with reference to the Company's earnings in the prior year. Vest one-third on each of the first and second anniversaries and the remaining one-third on the expiry date and pay in cash on the expiry date based on Market Price of common shares. See "Restricted Share Unit Plan" on page 50 of the Circular.

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	Mid and Long-Term Incentives
Compensation Element / Eligibility	Description	Linkage to Compensation Objective
Share Options or SARs (CEO and CFO)	Annual equity grants are based on specified values for each of the CEO and CFO. See "Incentive Compensation Tables" commencing on page 36 of this Circular. Share options and SARs vest over a four year period commencing on the first anniversary after the date of the grant and have a term of 10 years. See "Share Option Plan" commencing on page 47 of this Circular and "Share Appreciation Rights Plan" on page 49 of this Circular.	Align employee and shareholder interest. Attract and retain highly qualified leaders. Motivate strong business performance. Encourage sustained growth by linking a portion of compensation to long-term Company performance.

COMPENSATION DECISION MAKING PROCESS

We have a comprehensive process for making decisions about compensation arrangements for our executive officers and senior employees. The table below illustrates the different inputs used to determine the compensation program and the flow of information, recommendations and approval by the Board of Directors.

	Management	Management Resources & Compensation Committee	Board of Directors
CEO		Analyzes data and performance against objectives, confers with outside advisors, as appropriate, and makes recommendations to the Board.	Final decision on all compensation.
CFO	CEO analyzes data(1)and performance against objectives and makes recommendations to the MR&C Committee.	Reviews data, confers with outside advisors, as appropriate, and makes recommendations to the Board.	Final decision on all compensation.
Other NEOs	CEO analyzes data and performance against objectives. Makes final decision on non-equity based compensation.		Final decision on equity based compensation.
Other Employees	CEO and CFO develop and approve in consultation with human resources and local management.	Annually reviews a summary of fixed and variable compensation for top paid executives, managers and sales staff.	Final decision on equity based compensation.
(1) Reviews data such as surveys, peer group information and internal equity platform.

Compensation Comparator Group

The MR&C Committee uses various information sources and resources to monitor the competitive position of the Company's salaries, cash incentives and share based incentives, and to assess the effectiveness of the Company's incentive plans in contributing to corporate performance. The MR&C Committee uses comparative data to ensure the ability of the Company to attract, retain and motivate key executives. The comparator group is comprised of publicly held industrial and energy service companies in Canada with annual revenues roughly in the range of 50% to 200% of the annual revenues of the Company and United States companies operating in the metals and energy products distribution industries. Due to the fact there are no public Canadian companies which operate steel service centers or distribute a similar portfolio of energy products, we include in our comparator group select public Canadian companies operating in industrial manufacturing, energy service, forest products, distribution, construction, resource and commercial printing businesses with annual revenues within that same target range. The Canadian peer group is the primary benchmark used for determining the CFO's compensation.

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The U.S. companies in our comparator group include publicly traded companies operating in various aspects of the metals business in North America, including metals service centers and energy products distribution. This group includes most of our key North American industry competitors in the segments in which we operate. Reliance Steel & Aluminum Co. is included in our performance assessment process, but is not included in our compensation benchmarking as its revenues are approximately three times the size of the Company's.

The US peer group is the primary benchmark used for determining the CEO's compensation. This approach recognizes Mr. Reid's more than 30 years industry experience in the United States and that he is a U.S. resident. In addition, it reflects the Board's view of the importance of maintaining our ability to attract and retain highly qualified and experienced industry personnel at the highest level in our organization in the competitive North American environment in which we operate.

Our executive compensation policies provide for total direct compensation levels which, at target earnings levels, are intended to be competitive with similar positions in the comparator group over economic cycles. Individual levels, which are reviewed annually, may vary from this objective depending upon the particular experience and other qualifications of the individual, sustained performance level, length of service and other relevant factors. We use comparator group information to assist in reviewing compensation levels and establishing compensation arrangements appropriate to our circumstances. We do not set compensation by using a formulaic approach to the benchmarks relative to the comparator group or any particular company in the comparator group.

The companies in our executive compensation comparator group consist of:

Canada United States Aecon Group Inc. Allegheny Technologies Incorporated Canfor Corporation Carpenter Technology Corporation Finning International Inc. Gibraltar Industries, Inc. Interfor Corporation Klöckner & Co SE Martinera International Inc. MRC Global Inc. NFI Group Inc. NOW Inc. Secure Energy Services Inc. Olympic Steel, Inc. Stelco Holdings Inc. Ryerson Holding Corporation Toromont Industries Ltd. Schnitzer Steel Industries, Inc. Transcontinental Inc. Worthington Industries, Inc. West Fraser Timber Co Ltd.

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INCENTIVE COMPENSATION STRUCTURE OF CEO, CFO, AND NAMED EXECUTIVE OFFICERS

The following tables disclose the reward structure for cash bonuses, RSUs and share options or SARs for the CEO and CFO for 2022.

The cash bonus and RSU awards for the CEO and CFO are tied to earnings per share. The RSUs, share options and SARs may result in a different payout on the exercise or expiry dates, as the share value changes over the period from grant to exercise or redemption.

Incentive Compensation Tables

The following tables summarize the incentive compensation structure for the CEO and the CFO for 2022.

CEO – 2022

Earnings per Share	<$0.51	$0.51	$1.11	$1.71	$2.31	$2.91	>$3.51
Cash Incentive as % of Base Salary	0%	20%	60%	200%	350%	400%	450%
RSU as % of Base Salary	0%	75%	100%	150%	260%	300%	325%
Fixed SARs Value	US$300,000	US$300,000	US$300,000	US$300,000	US$300,000	US$300,000	US$300,000

CFO – 2022
Earnings per Share	<$0.51	$0.51	$1.11	$1.71	$2.31	$2.91	>$3.51
Cash Incentive as % of Base Salary	0%	15%	45%	110%	220%	250%	280%
RSU as % of Base Salary	0%	40%	75%	95%	170%	195%	210%
Fixed Option and / or RSU Value	$210,000	$210,000	$210,000	$210,000	$210,000	$210,000	$210,000

No cash bonus or incentive RSU awards will be made under these plans unless earnings per share are at least $0.51 per share. Where reported basic earnings per share are above $0.51 and between the other thresholds set out in the above tables, the size of the grant is proportionately increased. These structured incentive awards are capped at earnings per share of $3.51.

The Board of Directors has capped the number of SARs issuable to Mr. Reid at 120,000 SARs per year and the number of share options grantable to Mr. Juravsky at 67,200 per year in aggregate. Mr. Juravsky is entitled to elect to allocate the aggregate $210,000 value of his fixed equity award between share options and RSUs. To the extent he elects to receive a portion of the award in RSUs, the maximum number of options that may be issued is proportionately reduced.

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The annual cash incentive for any year is typically paid in the first quarter of the following year, after the audited financial statements are approved by the Board of Directors. Similarly, the performance incentive RSUs are awarded annually, in the first quarter of each year, based on the prior year's earnings per share.

The dollar values of grants of SARs or share options, as applicable, made to Mr. Reid and Mr. Juravsky for 2022 were determined based on the incentive compensation tables above. The number of SARs and share options granted in each case was determined based upon the dollar value specified divided by the Black-Scholes value per share on the date of grant. The dollar values and the number of share options or SARs were recommended by the MR&C Committee and approved by the Board.

The Company has in place a policy whereby the Board may require Mr. Reid and Mr. Juravsky to reimburse any overpaid incentive compensation based on certain financial results which are later restated.

Other Named Executive Officers

Mr. MacLean, as Vice President Service Center Operations, receives an annual cash incentive based on the return on net assets of the Company's metals service centers, which is calculated by dividing the earnings before interest and tax by the average net assets for the year of the metals service centers. Mr. MacLean's entitlement to a percentage of earnings at various thresholds is determined on an annual basis by the CEO and the CFO.

Mr. Bailey, as Director of Service Center Operations, receives an annual cash incentive based on the return on net assets of certain of the Company's metals service centers. Mr. Bailey's entitlement to a percentage of earnings at various thresholds is determined on an annual basis by the CEO and the CFO.

Mr. MacDermid, as Vice President Risk Management & Legal, participates in the corporate net income incentive plan. The corporate net income incentive plan is an annual cash incentive plan based on reported net income, to a maximum amount of the respective year. Based on the net income achieved, a pool of funds is divided among all corporate employees. The percentage participation of each person in the net income incentive plan, including Mr. MacDermid, is determined on an annual basis by the CEO and the CFO based on a variety of relevant factors, including level of responsibility and performance in the year.

COMPENSATION GOVERNANCE

Management Resources & Compensation Committee – Members and Skills

Our MR&C Committee consists of four Directors, each of whom is independent as required by the MR&C Committee Charter, which is available on our website at www.russelmetals.com. The members of the MR&C Committee are Mr. Paiva, Mr. Dinning, Mr. O'Reilly and Ms. Thabet.

In order to ensure that the Board of Directors is kept apprised of the activities of the MR&C Committee, the Committee Chair reports to the Board of Directors at its quarterly meetings.

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The MR&C Committee members have a range of skills and experience which provides the expertise necessary to oversee the Company's executive compensation structure. These skills and experience are supplemented with input from independent compensation consultants as deemed necessary. The relevant experience of the MR&C Committee members is summarized below.

R.D. Paiva (Chair) • former Vice President Operations – North Region of Gerdau Steel
former Co-Chair of the Board of Directors of the Canadian Steel Producers Association

J.F. Dinning

former member of Western Financial Group, Liquor Stores N.A. Ltd., and Oncolytics Biotech Inc. Compensation Committees
former director of Parkland Fuel Corporation
former Executive Vice President of Trans Alta Corporation
• former Alberta Provincial Treasurer
W.M. O'Reilly • former Managing Partner and member of the Management Committee of Davies Ward Phillips & Vineberg LLP
more than 30 years experience practicing corporate and commercial law
former legal advisor to the Company's Board of Directors, Management Resources Committee and its Chair regarding matters relating to executive compensation
Executive Officer of the Company from 1993 to 1996
• former Chair of the MR&C Committee of the Company

A. Thabet

partner of Celtis Capital
director and member of the compensation committees of HérouxDevtek Inc. and Manac Inc.
director at Transcontinental Inc. and Center of Advanced Technologies BRP – Sherbrooke University
former Chair of the Institute of Corporate Directors - Quebec
former director and member of the compensation committee of Jean Coutu Group Inc.
former investment manager of Société générale de financement du Québec

Responsibilities of the Management Resources & Compensation Committee

The MR&C Committee's purpose is to assist Board oversight of executive compensation and management succession planning. In doing so, the MR&C Committee is responsible for (i) independently reviewing and making recommendations to the Board on the CEO's total compensation; (ii) reviewing and making recommendations to the Board concerning total compensation of other C-Suite executive officers; (iii) recommending and monitoring equity ownership policies; (iv) overseeing any compensation related changes to the design of the Company's pension plans and 401k plans; (v) reviewing the risk implications of the Company's compensation policies and practices; (vi) reviewing compensation disclosure in public documents, including the Compensation Discussion and Analysis, for inclusion in this Circular in accordance with applicable rules and regulations; and (vii) making recommendations to the Board with respect to management succession, including the development and implementation of an effective succession plan for the position of CEO and other senior management positions.

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2023 Information Circular

Policies and Practices Used to Determine Executive Compensation

Our compensation policies and practices for our executive officers have been described under "Compensation Philosophy" commencing on page 31 of this Circular. The MR&C Committee reviews and makes recommendations to the Board regarding executive officer compensation with reference to comparator groups of companies as appropriate. The MR&C Committee completed an extensive executive compensation benchmarking analysis for the CEO and CFO in 2021. This process, as extensively described in our 2021 Circular, resulted in changes to the reward structure to better align short, medium and long-term incentives to the respective comparator groups based upon the level of the Company's performance.

Authority of the Management Resources & Compensation Committee

The MR&C Committee has the authority to retain advisors to assist in the evaluation of CEO or other senior executive compensation. The MR&C Committee also has the authority to approve the fees and retention terms of any such advisors. The MR&C Committee may form subcommittees and delegate authority that it deems appropriate. The MR&C Committee has the authority to make recommendations to the Board, but has no decision-making authority other than as set out above.

Succession Planning

The Board believes that its single most important decision is the selection of the CEO. In addition, the Board believes that the depth and strength of our management team has been critically important to our success as a top performing company in a cyclical industry. Accordingly, the Board is diligent in its discussions of management succession planning for the CEO, corporate senior managers and the senior managers of our business units, who are key to our decentralized management structure.

In camera Board meetings are held with and without the CEO at least annually, to discuss succession plans.

The Board regularly interacts with senior management and key operations staff members through formal presentations to the Board, facility tours and other events as part of the Board meetings to enhance its familiarity with management personnel.

We have in place educational programs, an internal next generation leadership program and other types of courses to ensure our employees are prepared for higher levels of responsibility. The Board annually reviews our pay for performance, pension and other compensation programs to ensure their ongoing effectiveness.

Our culture stresses developing our employees and promoting from within. The current CEO and the majority of senior managers in our business units have been promoted from within the Company. Each of the last three Chief Executive Officers of the Company, prior to the appointment of Mr. Reid in 2018, were also promoted from within the Company.

On an annual basis, the Board of Directors, through the MR&C Committee, reviews succession plans for the position of CEO and establishes and oversees processes for evaluating the performance of the CEO. The MR&C Committee reviews with the CEO the succession plans for senior management and the CEO's assessment of their performance. The Board of Directors also approves the appointment of the CFO and all other officers of the Company.

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2023 Information Circular

Executive Compensation Consultant

The MR&C Committee has received periodic information and advice from Hugessen, an independent executive compensation consultant. Hugessen was first retained by the MR&C Committee in 2007. In 2021 Hugessen advised the MR&C Committee in connection with a comprehensive analysis of executive compensation program for the CEO and CFO. The benchmarking undertaken included an analysis of (i) the Company's comparator group; (ii) corporate performance; (iii) target total pay vis-à-vis the Company's US and Canadian comparator groups; (iv) the components of compensation as among base salary, short, medium and longer term incentive; and (v) the incentive pay curve based upon the Company's performance throughout the cycle, including stress-testing compensation at various levels. Hugessen's services were not utilized in 2022.

The following table summarizes the executive compensation consulting and other fees charged by Hugessen for their services during each of the 2022 and 2021 fiscal years:

Service	Fiscal Year 2022	Fiscal Year 2021
Executive Compensation	$-	$116,241
Other Fees	-	-
Total	$-	$116,241

All Other Fees

Hugessen is prohibited from doing any other work for the Company or any of its affiliates without the prior express authorization of the Chair of the MR&C Committee. In the fiscal years of 2022 and 2021, no additional services were undertaken by Hugessen.

RISK MANAGEMENT AND RISKS RELATED TO COMPENSATION POLICIES & PRACTICES

We have an enterprise risk management program which is discussed in our most recent Annual Information Form under the heading "Risk Management and Risks Affecting Our Business". An enterprise risk management assessment and report including mitigation strategies have been previously presented to the Board. The executive team regularly updates the Board at and between quarterly Board Meetings on market conditions, our operations and any other material changes in the business or emerging risks which may impact the Company.

Our committees also monitor risk across the organization and the allocation of responsibility amongst the Board and its committees is as follows:

Board or Committee	Areas of Responsibility
Board of Directors	Overall responsibility for risk oversight at the Company and specific responsibility for strategic business risks.
Audit Committee	Oversees financial risks including hedging, tax and accuracy of financial reporting.
Environmental Management and Health & Safety Committee	Oversees health, safety, environmental, climate risk and related operational risks.
Management Resources and Compensation Committee	Oversees compensation risk, talent management risk and succession risk.
Nominating and Corporate Governance Committee	Oversees governance and management to ensure appropriate policies, processes and procedures are in place. Oversees board renewal risk.

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2023 Information Circular

We have had a pay for performance philosophy for many years. The compensation plans are regularly reviewed to determine whether they reward participants for the desired outcome. The plans are also assessed for their ability to protect against risks that could have materially adverse consequences for the Company. Set out below are some of the components of our compensation policy and a description of how these components serve to safeguard against the taking of undue risk.

Compensation Plans – Risk Safeguards	Compensation Plans – Risk Safeguards
Key Component	Description
Profit Driven	Variable compensation plans are based on either earnings per share, net income or return on net assets. This design considers both earnings and capital requirements. As we are a working capital-intensive company, profit sharing needs to consider cost of capital.
Plans are formula driven from financial statement results	Incentive plans have a formula which can be reviewed and determined based on actual results.
Plans have thresholds and maximum payout limits, subject to discretionary rewards above or below	The compensation plans for the CEO, CFO and corporate employees have thresholds and caps. The caps ensure that management is not incented to take undue risks.
Limits on number of SARs issuable for CEO and Share Options issuable for CFO	Regardless of the fixed dollar entitlement to SARs and share options, a maximum of 120,000 SARs and 67,200 share options are issuable in any given year to the CEO and CFO, respectively, and any excess is forfeited. This limitation protects against unusual volatility in the share price and Black-Scholes calculation outcomes.
Clawback policies that require reimbursement of overpaid incentives	The CEO and CFO are subject to clawback provisions if the Company's results are later restated due to an error in reporting.
Mix of short and longer term incentives	The CEO and CFO receive a significant portion of their variable compensation in RSUs, SARs or share options. RSUs are subject to changes in the common share price for approximately three years after the date they are granted. SARs and share options are long term incentives exercisable over 10 years and are designed to encourage and reward longer term thinking and value creation.
Delayed Vesting	SARs and share options each vest as to 25% of the original grant on each of the first, second, third and fourth anniversary of the date of grant. Unless otherwise specified by the Board, RSUs vest as to one-third on each of the first anniversary of the date of grant, second anniversary of the date of grant and the expiry date.
Equity ownership requirements help align executive officer interests with those of the shareholders	Within prescribed time limits, the CEO is required to own a combination of common shares and RSUs valued at five times his base salary and the CFO is required to own a combination of common shares and RSUs valued at two times his base salary.
Role of MR&C Committee and the Board of Directors in Risk Assessment	The MR&C Committee is composed entirely of independent Directors. It reviews and evaluates the appropriateness of performance objectives and their alignment with compensation. The MR&C Committee annually reviews the compensation of the top paid executives, managers and sales staff. CEO and CFO compensation plans are subject to Board approval. Communication is achieved, in part, by cross-committee membership. The MR&C Committee also reports regularly to the full Board of Directors.

Management and the Board of Directors have also implemented a number of polices which mitigate undue risk taking by executive officers. These policies require Board approval of: (i) capital expenditures or acquisitions in excess of $5 million; (ii) the lease of property or buildings where: (a) the lease commits to the expenditure of more than $5 million during the initial term of the lease; or (b) the average lease payments during the initial term exceed $1.5 million per year (in each case, in the local currency where the expenditure is being made); (iii) material changes to banking and debt agreements; (iv) derivatives other than back-to-back foreign exchange hedges on inventory purchases; and (v) changes to the Company's investment policy.

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2023 Information Circular

PERFORMANCE GRAPH

The following graph shows a comparison over the five-year period ended December 31, 2022 of the value of $100.00 originally invested in common shares of Russel Metals and the S&P/TSX Composite Index and US$100.00 invested equally in common shares of the Service Center and Energy Distribution Peers, in each case, assuming reinvestment of cash dividends paid.

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----- Start of picture text -----

$225
$200
$175
$150
$125
$100
$75
$50
$25
Dec-17 Dec-18 Dec-19 Dec-20 Dec-21 Dec-22
S&P/TSX Composite Index Russel Metals Common Shares Service Center and Energy Distribution Peers
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	Dec-17	Dec-18	Dec-19	Dec-20	Dec-21	Dec-22
S&P/TSX Composite Index	$100.00	$91.11	$111.96	$118.23	$147.89	$139.25
Russel Metals Common Shares	100.00	77.48	86.11	96.38	149.71	134.99
Service Center and Energy Distribution Peers(1)	100.00	75.46	100.28	83.86	126.52	167.95

(1) The Service Center and Energy Distribution Peers used in the above chart are MRC Global Inc., Now Inc., Olympic Steel Inc., Reliance Steel & Aluminum Co. and Ryerson Holding Corporation and dollar values noted for the Service Center and Energy Distribution Peers are in USD.

The above graph indicates the Company's total return to a shareholder compared to the S&P/TSX Composite Index over the five-year period ending December 31, 2022. For the five-year period ending December 31, 2022, the Company's total return to a shareholder slightly trailed the total return of the S&P/TSX Composite index by 3%. While this disclosure is required by securities law, we believe the five-year total return chart has limited utility for our business, which is cyclical in nature and impacted by volatility in metals prices and variations in oil and gas activity. The price of metals and level of oil and gas activity at the starting point five years ago, will be determinative as to performance relative to the broader S&P/TSX Composite Index which inherently results in a more diversified and less volatile outcome.

The above graph also shows the Company's total return to a shareholder compared to the total return to an investor who would have invested US$100 equally into our Service Center and Energy Distribution Peers over the same five-year period ending December 31, 2022. For this period, the Company outperformed the two oil and gas distribution companies; however, the Company’s return lagged that of the three service center peers, particularly in 2022, which saw outsized share price appreciation in the US service center peers relative to the Company, which resulted in a total return equal to 80% of that of the Service Center and Energy Distribution Peers over the period.

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2023 Information Circular

Our focus is on successfully navigating each economic cycle and our aim is to see our share price reach new highs at the top of each economic cycle and to see our share price have a higher floor at the bottom of each economic cycle. We endeavour to achieve this outcome through our focus on earnings, growth through prudent acquisitions, investments in additional processing equipment and through facility modernizations, thoughtful stewardship of shareholder capital (with an emphasis on return on capital employed) including returning capital to shareholders through share buy backs and dividends.

Basic earnings per share for 2022 was $5.91 compared to earnings of $6.90 in 2021 and $0.39 in 2020.

The total compensation paid to Named Executive Officers ("NEOs"): (a) for 2022 was $21,713,676 which amounts to 0.4 % of revenue; (b) for 2021 was $21,336,168 which amounts to 0.5 % of revenue; (c) for 2020 was $5,561,241, which amounts to 0.2 % of revenue and includes six NEOs for 2020 due to the retirement of Ms. Britton, as the CFO during 2020; (d) for 2019 was $7,042,212, which amounts to 0.2% of revenue; and (e) for 2018 was $14,540,715, which amounts to 0.3% of revenue and includes six NEOs for 2018 due to the retirement of Mr. Hedges, as the CEO during 2018.

Our CEO and CFO incentive plans are earnings per share based and our corporate incentive plans are net income based, and therefore track against changes in earnings or income.

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2023 Information Circular

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE OF NAMED EXECUTIVE OFFICERS

The following table provides a summary of annual compensation for the last three fiscal years for the CEO, CFO and other Named Executive Officers of the Company. The amounts shown in the table below are in Canadian dollars. John G. Reid and Daniel Bailey are U.S. residents and are compensated in U.S. dollars. The amounts shown in the table for Mr. Reid and Mr. Bailey have been converted to Canadian dollars on the basis outlined in Note 1 of the table.

Name and Principal Position	Year	Salary	Share Based Awards(6)	Share Options(7)(8)(9) / SARs(7)(8)	Non-Equity Incentive Plan	Pension Value	All Other Comp(10)	Total Compensation
J.G. Reid(1) President and CEO	2022	$1,267,530	$4,119,474	$381,600	$5,703,887	$13,538	$477,084	$11,963,113
	2021	1,191,015	3,870,799	379,920	5,359,568	12,662	457,106	11,271,070
	2020	1,099,784	-	397,290	-	13,412	488,123	1,998,609
M.L. Juravsky(2)(3) Executive Vice President, CFO and Secretary	2022	533,000	1,329,300	-	1,492,400	15,368	10,896	3,380,964
	2021	520,000	1,092,000	210,000	1,456,000	14,513	10,524	3,303,037
	2020	333,333	200,000	140,000	-	2,596	4,446	680,375
J.F. MacLean Vice President, Service Center Operations	2022	465,020	200,000	-	2,572,056	12,636	9,362	3,259,074
	2021	405,900	140,400	-	3,832,072	12,151	5,844	4,396,367
	2020	390,150	46,800	-	770,951	11,555	8,520	1,227,976
D. Bailey(4) (5) Director of Service Center Operations	2022	228,498	45,000	-	1,541,385	12,642	2,581	1,830,106
	2021	211,607	70,000	-	2,505,059	11,443	2,391	2,800,500
	2020	220,854	23,400	-	230,327	12,544	2,600	489,725
R.W. MacDermid Vice President, Risk Management and Legal	2022	374,490	200,000	-	684,000	13,672	8,257	1,280,419
	2021	360,090	129,600	-	784,000	12,928	5,527	1,292,145
	2020	346,120	43,200	-	-	12,388	7,864	409,572

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2023 Information Circular

(1) In U.S. dollars Mr. Reid's salary was: 2022 – US$973,750; 2021 – US$950,000; 2020 - US$820,000 and his total compensation was 2022 – US$9,190,377; 2021 – US$8,990,245; 2020 - US$1,490,165. These amounts have been converted to Canadian dollars using the U.S. dollar published average exchange rates for 2022 US$1.00 = CDN$1.3017; 2021 US$1.00 = CDN$1.2537; and 2020 US$1.00 = CDN$1.3412;
(2) Mr. Juravsky was appointed Executive Vice President on May 1, 2020 and CFO and Secretary on July 15, 2020. His compensation for 2020 reflects the two-thirds of the year during which he was first appointed an executive officer.
(3) Mr. Juravsky received an RSU grant in the amount of $200,000 on May 14, 2020. This RSU grant was a one-time equity incentive granted as a signing bonus in accordance with Mr. Juravsky's employment agreement with the Company, in recognition of, and to partially offset, significant deferred compensation that Mr. Juravsky forfeited by leaving his prior employer to join the Company. In accordance with the terms of Mr. Juravsky's compensation arrangement, Mr. Juravsky may elect to receive his $210,000 annual fixed equity grant in either share options or RSUs. In 2022 Mr. Juravsky elected to receive his fixed equity grant in RSUs.
(4) Mr. Bailey was promoted to Director of Service Center Operations on June 1, 2022. Compensation shown in 2021 and 2020 relate to his position as JMS Regional Manager.
(5) Mr. Bailey's salary was: 2022 – US$175,538; 2021 – US$168,786; 2020 - US$164,669 and his total compensation was 2022 – US$1,405,935; 2021 – US$2,233,788; 2020 - US$365,139. These amounts have been converted to Canadian dollars using the U.S. dollar published average exchange rates for 2022 US$1.00 = CDN$1.3017; 2021 US$1.00 = CDN$1.2537; and 2020 US$1.00 = CDN$1.3412;
(6) The aggregate dollar value of the RSUs granted based on Market Price, (as defined in the RSU Plan) on the date of grant is equal to the amounts shown in the table. Mr. Reid's and Mr. Bailey's grant is adjusted accordingly to the average noon exchange rate for the five business days immediately preceding the date of grant. For information relating to the RSU Plan, see "Restricted Share Unit Plan" on page 50 of this Circular.
(7) These amounts represent the Black-Scholes valuation of SARs granted to Mr. Reid using the following assumptions: dividend yield: 5% for 2022, 2021 and 2020; expected volatility (based on historical volatility over the last 5 years) 33% for 2022 and 2021 and 30% for 2020; expected life: 5 years; risk free rate of return 3.29% for 2022, 1.21% for 2021 and 1.28% for 2020; and weighted average fair value of SARs granted: $7.23 for 2022, $4.28 for 2021 and $3.24 for 2020. For the share options granted to Mr. Juravsky in 2020 these amounts represent the Black-Scholes valuation of share options using the following assumptions: dividend yield: 5%; expected volatility (based on historical volatility over the last 5 years) 33%; expected life: 5 years; risk free rate of return 0.55%; and weighted average fair value of options granted: $2.31. The share options and SARs were priced based on the volume weighted average price of common shares on the TSX for the last five business days immediately preceding the date of grant. See "Share Option Plan" commencing on page 47 of this Circular and "SARs Plan" on page 49 of this Circular.
(8) Mr. Juravsky received share options in 2021 and in 2020 received share options representing two-thirds of his annual entitlement. In accordance with the terms of Mr. Juravsky's compensation arrangement, Mr. Juravsky may elect to receive his $210,000 annual fixed equity grant in either share options or RSUs. In 2022 Mr. Juravsky elected to receive his fixed equity grant in RSUs. Mr. Reid received SARs in 2022, 2021 and 2020.
(9) Non-equity incentive plan compensation is paid to the NEOs annually in February after approval by the Board based on earnings per share achieved during the most recently completed financial year.
(10) The amounts shown represent the Company's contributions to the Employee Share Purchase Plan (as defined on page 47 of this Circular) for each of the Named Executive Officers; payments related to a life insurance policy and other pension replacement instruments for Mr. Reid, see "Life Insurance Policy and Pension Replacement Instrument" on page 53 of this Circular; premiums for Group Term Life Insurance for each of the Named Executive Officers; an auto allowance was received by each Named Executive Officer during 2022, 2021 and 2020; however, the same has not been disclosed for the Named Executive Officers as it does not exceed $50,000 or 10% of their total salaries. Group Term Life Insurance and Employee Share Purchase Plan benefits are generally available to all employees.

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2023 Information Circular

EQUITY OWNERSHIP POLICY – CEO AND CFO

We have a policy for our CEO and CFO requiring them to own a specified value of common shares and RSUs combined. The policy requires the CEO to own an aggregate of common shares and RSUs valued at not less than five times his annual salary; and the CFO to own an aggregate of common shares and RSUs valued at not less than two times his annual salary. The current holdings of the CEO and CFO meet their respective ownership requirements, although the future redemption of RSUs may decrease the total value held.

The purpose of these policy requirements is to more closely align the interests of the CEO and the CFO with those of the Company's shareholders. For purpose of this policy, common shares are valued at the higher of market value and the cost to the executive thereof, and RSUs are valued at the higher of the market value thereof and the Market Price (as such term is defined on page 50 of this Circular) at the time of grant.

The table below shows the number and value of shares and RSUs owned, as of March 2, 2023, by the Company's CEO and CFO.

	Name	2022 Base Salary	Multiple	Target Value of Equity Ownership	Value of Shares Held	Value of RSUs Held	Combined Value of Shares and RSUs Held(1)	Meets Guidelines	Percentage of Target
	J.G. Reid	$1,267,530	x5	$6,337,650	$11,572,397	$8,616,787	$20,189,184	yes	319%
	M.L. Juravsky	533,000	x2	1,066,000	555,832	3,351,598	3,907,430	yes	367%

(1) The value of the shares and RSUs reflected above are based on the higher of: (a) the closing price of a common share on the TSX on March 2, 2023 of $35.71; or (b) the cost of such shares or the Market Price of such RSUs at the time of acquisition / grant.

HEDGING OF COMPANY SECURITIES PROHIBITED

As set out in our Insider Trading Policy, the Company does not allow insiders to hedge their position in shares, share options, SARs, deferred share units, restricted share units or other debt instruments of the Company by use of any financial instrument which would include but is not limited to puts, calls, warrants or short selling, designed to insulate the holder from a change in the market value of the stock of the Company.

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2023 Information Circular

EMPLOYEE SHARE AND OPTION BASED PLANS

The Company has the following employee share based compensation plans, which are described below: Employee Share Purchase Plan, Share Option Plan, Share Appreciation Rights Plan and Restricted Share Unit Plan.

EMPLOYEE SHARE PURCHASE PLAN

We have an Employee Share Purchase Plan to provide our employees with the opportunity to purchase common shares, further aligning participants with the interests of shareholders and allowing them to share in the financial success to which they contribute. New employees may join the Employee Share Purchase Plan on the first day of the month following the completion of three months of employment. Employees may make contributions to the Employee Share Purchase Plan through payroll deductions. For employee contributions of up to 5% of their base pay, we contribute an amount equal to one third of the employees' contributions.

All contributions to the Employee Share Purchase Plan are used to purchase common shares in the market at the then current share price. Contributions made by the Company vest immediately. Employees may withdraw all of the contributions made in their name (including our contributions) at any time. If an employee withdraws the Company's portion of the contribution made in his or her name, he or she may not participate in the Employee Share Purchase Plan for six months.

The Employee Share Purchase Plan is available to the majority of our employees in Canada and the United States and is independently administered.

SHARE OPTION PLAN

We have established a share option plan (the "Share Option Plan") for our employees and officers. Starting in 2014 most of our employees were granted RSUs in lieu of participation in the share option plan. The share option plan has been maintained to offer long-term incentives to senior executives and allow us to attract and retain new candidates to these positions. Effective February 2017, Mr. Reid, our CEO, began to receive SARs in place of share options (see "Share Appreciation Rights Plan" on page 49 of this Circular).

The Share Option Plan has a fixed number of shares issuable thereunder. The aggregate number of shares reserved for issuance is set at a maximum of 4,498,909 common shares, representing 7% of the issued and outstanding common shares, as at December 31, 2022. At that date, there were 880,861 common shares available for issuance under the Share Option Plan, representing 1% of the then issued and outstanding common shares.

Share options granted vest as to 25% of the original option grant on each of the first, second, third and fourth anniversary of the date of grant, unless a different vesting schedule is determined by the Board. Share options granted are not transferable and have a maximum term of ten years. The exercise price of an option is determined based upon the volume weighted average price of a common share on the TSX for the last five business days immediately preceding the grant date.

On termination of employment, unvested share options are forfeited, and vested share options may be exercised within 30 days following the date of termination subject to an extension provided under the plan if the period falls within a blackout period. The Board of Directors at its discretion can extend such period in certain situations including retirement of an employee to not later than the earlier of original expiry date of the share options and the fourth anniversary of termination of employment; such extension is automatic in the event the individual retires and is at least 65 years of age. Upon death of an eligible person, the deceased participant's legal personal representative may exercise all share options that vest in accordance with the terms of the Share Option Plan for a period of 18 months following death.

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2023 Information Circular

The Share Option Plan provides that (a) the number of common shares reserved for issuance pursuant to share options granted under the Share Option Plan or otherwise granted under all other share compensation arrangements to insiders (as defined in the Share Option Plan) may not exceed 10% of the issued and outstanding common shares of the Company, and (b) the issuance of common shares to insiders under the Share Option Plan and under all share compensation arrangements within a one year period may not exceed 10% of the issued and outstanding common shares of the Company.

The Board of Directors may amend the plan from time to time. Prior shareholder approval is required for certain material amendments to the plan, including to increase the number of common shares issuable under the plan, to reduce the option price or extend the exercise period of an option, to cancel and reissue any option or to modify the persons that are eligible to participate under the plan.

Shareholder approval is not required for amendments of an administrative nature, amendments to ensure compliance with applicable laws or other regulatory requirements, amendments to add a cashless exercise feature to the plan or amendments to change the vesting or termination provisions of the plan or any option (provided it does not entail an extension beyond the originally scheduled expiry date for the given share options other than in the case of a trading blackout). The Board of Directors may also suspend, discontinue or terminate the plan at any time.

Grant Rate

The table below sets forth the grant rate for share options issued in the last three years as a percentage of weighted average of the number common shares of the Company that were outstanding as at the year of grant.

	GRANT RATE OF	SHARE OPTIONS
Year	No. of Shares Outstanding	No. of Share Options Granted	Percentage
2022	62,891,611	-	0.00%
2021	62,667,618	49,065	0.08%
2020	62,191,208	109,615	0.18%

2022 Share Options Granted

The following table sets forth information relating to share options for 2022. As at December 31, 2022, an additional 575,785 common shares would be issued if all the outstanding share options were exercised. An additional 880,861 common share options were available for grant as at December 31, 2022.

	Number of Optioned Shares	Weighted Average Exercise Price	Number of Additional Share Options Available for Grant at Dec. 31, 2022
Balance, January 1, 2022	632,647
Granted	-
Exercised	(12,000)
Expired or Forfeited	(44,862)
Balance, December 31, 2022	575,785	$26.27	880,861

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2023 Information Circular

2022 & 2021 Year End Dilution Levels

The following table sets forth information concerning share options outstanding as at December 31 for 2022 and 2021.

YEAR END DILUTION LEVELS	YEAR END DILUTION LEVELS	YEAR END DILUTION LEVELS	YEAR END DILUTION LEVELS
Year	No. of Shares Outstanding	No. of Optioned Shares	Percentage
2022	62,112,220	575,785	0.93%
2021	63,100,220	632,647	1.00%
(1) All numbers are as at December 31.

Gain by Named Executive Officers from the Exercise of Share Options

In 2022, neither Mr. Reid nor Mr. Juravsky exercised any share options.

SHARE APPRECIATION RIGHTS PLAN

We have established a share appreciation rights plan ("SARs Plan") for our employees and officers. The plan has been established to offer long-term incentives to senior management and allow us to attract and retain new candidates to these positions. To date SARs have only been issued to our CEO. On February 22, 2023 Mr. Reid was issued 55,768 SARs, valued at $403,200 (US$300,000) in his capacity as President and CEO, pursuant to the Company's longer-term incentive compensation program for that position.

SARs vest, in accordance with the terms of the SARs Plan, as to 25% of the original SARs granted on each of the first, second, third and fourth anniversary of the date of grant. SARs granted are not transferable and have a maximum term of ten years. The exercise price of a SAR is determined by the volume weighted average price of a common share on the TSX for the last five business days immediately preceding the grant date. SARs are cash settled by the Company and the recipient is entitled to cash in the amount by which the market value of the shares on the date of exercise exceeds the issue price of the applicable SAR.

On termination of employment, unvested SARs are forfeited and vested SARs may be exercised within 30 days following the date of termination subject to an extension provided under the plan if the period falls within a blackout period. The Board of Directors, at its discretion, can extend such period in certain situations including retirement of an employee to not later than the earlier of original expiry date of the SAR and the fourth anniversary of termination of employment; such extension is automatic in the event the individual retires and is at least 65 years of age. Upon death of an eligible person, the deceased participant's legal personal representative may exercise all SARs that vest in accordance with the terms of the plan for a period of 18 months following death.

The Board may amend the plan from time to time and may also suspend, discontinue or terminate the plan at any time.

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2023 Information Circular

RESTRICTED SHARE UNIT PLAN

We have a restricted share unit plan (the "RSU Plan"), to provide mid-term incentive compensation to our CEO, CFO and other employees for their continued efforts in promoting the growth and success of the business of the Company and assist the Company in attracting and retaining senior management personnel. The Board has authority, in its sole discretion, to determine the eligible full time employees to whom RSUs may be granted and the number of RSUs to be granted to any participant, other than the CEO and CFO whose RSUs are determined by the "Incentive Compensation Tables" commencing on page 36 of this Circular.

An RSU is a unit equivalent in value to one common share based on the Market Price. Under the RSU Plan, the expiry date for any RSU shall be the first to occur of: (i) December 5 of the third calendar year following the year in which the services were provided to which such grant of RSUs relates; and (ii) the third anniversary of the grant date. Unless otherwise specified by the Board, RSUs shall vest as to one-third on each of the first and second anniversaries of the date of grant and the remaining one-third on the expiry date. On the expiry date of a vested RSU, the Company is obligated to pay to the participant cash in an amount equal to the Market Price of a common share at such expiry date. "Market Price" for purposes of grants, redemptions and dividend payments under the RSU Plan is calculated based on the volume weighted average price of a common share on the TSX for the last five business days immediately preceding the date in question.

At the time of an RSU grant, the Board has the authority to change both the grant date and the vesting period. If a participant ceases to be an employee for reasons other than death or retirement at or before age 65 (i) RSUs that are then vested will be paid within 25 days following the date the participant ceased to be an employee and in any event no later than December 31 of the year the participant ceased to be an employee; and (ii) RSUs that are not then vested shall terminate and be forfeited. On the death of a participant or on the retirement of a participant at or after age 65, any unvested RSUs will vest immediately and will be paid within 25 days following the date of death or retirement but no later than December 31 of the year of death or retirement. The Board may, in its discretion, following the grant date but prior to a vesting date, designate an earlier vesting date for all or any portion of the RSUs then outstanding and granted to a participant.

Participants in the RSU Plan are credited with additional RSUs on each dividend payment date in respect of common shares, in an amount that corresponds to the amount of the dividend, based on the number of RSUs recorded in the participant's account on the record date for the payment of the dividend and the Market Price of the common shares on such dividend payment date.

RSU GRANTS – DECISION MAKING PROCESS

Management makes its recommendations to the MR&C Committee as to the values of RSUs to be granted to each eligible employee or officer, and in turn the MR&C Committee makes its recommendations to the Board of Directors for its approval. In formulating its recommendations, the MR&C Committee takes into consideration the recommendations of the CEO concerning employees other than the CEO and CFO whose RSUs are based on the values disclosed in the Incentive Compensation Tables commencing on page 36 of this Circular. The MR&C Committee also takes previous incentive awards into account when considering new awards. Only bona fide full-time employees of the Company and its subsidiaries are eligible to participate. The value of the total RSU grants to employees other than the CEO and CFO are typically increased or decreased based on earnings in the year prior to the grant. An employee's level of responsibility and performance are the principal factors considered by the CEO and MR&C Committee when recommending individual employee grants.

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2023 Information Circular

OUTSTANDING SHARE BASED AND OPTION BASED AWARDS

The following table sets out certain information with respect to share options outstanding for each of the Named Executive Officers who have outstanding share options as at December 31, 2022.

OPTION BASED AWARDS – SHARE OPTIONS

Name	Number of Securities Underlying Unexercised Share Options	Share Option Exercise Price	Share Option Expiration Date	Value of Unexercised In the Money Share Options(1)
J.G. Reid	46,041	$ 30.00	19-Feb-24	$ -
	93,633	25.36	18-Feb-25	320,225
	139,674			$ 320,225
M.L. Juravsky	33,600	$ 14.61	14-May-30	$ 476,112
	49,065	25.08	23-Feb-31	181,541
	82,665			$ 657,653
(1) Based on the closing price of a common share on the TSX on December 30, 2022 of $28.78.

The following table sets out certain information with respect to SARs outstanding as at December 31, 2022. Mr. Reid is the only Named Executive Officer with SARs.

OPTION BASED AWARDS – SHARE APPRECIATION RIGHTS

Name	Number of Securities Underlying Unexercised Share Appreciation Right	Share Appreciation Rights Exercise Price	Share Appreciation Rights Expiration Date	Value of Unexercised In the Money Share Appreciation Rights(1)
J.G. Reid	12,401	$ 31.46	27-Feb-28	$ -
	18,253	30.38	11-May-28	-
	50,862	23.69	20-Feb-29	258,888
	90,000	21.94	24-Feb-30	615,600
	88,766	25.08	23-Feb-31	328,434
	72,548	32.99	23-Feb-32	-
	332,830			$1,202,922
(1) Based on the closing price of a common share on the TSX on December 30, 2022 of $28.78.

The following table sets out certain information with respect to RSUs outstanding for all Named Executive Officers as at December 31, 2022.

SHARE BASED AWARDS – RESTRICTED SHARE UNITS	SHARE BASED AWARDS – RESTRICTED SHARE UNITS	SHARE BASED AWARDS – RESTRICTED SHARE UNITS	SHARE BASED AWARDS – RESTRICTED SHARE UNITS
Name	No. of Not Vested RSUs	Value of Not Vested RSUs(1)	Value of Vested (Not Paid Out)(1) RSUs
J.G. Reid	125,319	$3,606,681	$ -
M.L. Juravsky	46,900	1,349,794	308,184
J.F. MacLean	5,854	168,478	19,772
D. Bailey	2,921	84,057	9,886
R.W. MacDermid	5,403	155,498	18,247
(1) The value of the RSUs not vested and the value of the RSUs vested (but not paid out) are based on the closing price of a common share on the TSX on December 30, 2022 of $28.78.

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2023 Information Circular

INCENTIVE PLAN AWARDS – VALUE VESTED OR EARNED DURING THE YEAR

The following table summarizes all equity incentive plan awards (common share options, SARs and RSUs) vested during 2022 and all cash bonuses earning during 2022, in each case, for all Named Executive Officers.

Name	Share Options Value Vested During 2022(1)	SARs Value Vested During 2022(2)	RSUs Value Vested During 2022(3)	Non-Equity Incentive Plan Comprehension Value Earned During 2022
J.G. Reid	$ -	$621,089	$1,225,836	$5,703,887
M.L. Juravsky	262,391	-	180,816	1,492,400
J.F. MacLean	-	-	83,915	2,572,056
D. Bailey	-	-	43,776	1,541,385
R.W. MacDermid	-	-	77,460	684,000

(1) The options value vested is the aggregate dollar value that would have been realized if the share options had been exercised on their vesting date. It is calculated by determining the difference between the closing price of a common share on the TSX on the vesting date and the exercise price of the share option. All share options issued to Mr. Reid were fully vested prior to January 1, 2022. Mr. MacLean and Mr. MacDermid have not been issued share options. All share options issued to Mr. Bailey were fully vested and exercised prior to January 1, 2022.

(2) The SARs value vested is the aggregate dollar value that would have been realized if the SARs had been exercised on the vesting date during 2022. It is calculated by determining the difference between the closing price of a common share on the TSX on the vesting date and the exercise price of the SAR. Mr. Reid is the only Named Executive Officer who has been issued SARs.

(3) The RSUs value vested is based on the market value on the date the RSUs vested during 2022.

CEO TOTAL REALIZED COMPENSATION LOOKBACK

The following table depicts the CEO's total direct compensation, as reported in our Circular and its value as at December 31, 2022 for the years Mr. Reid was CEO of the Company.

Fiscal Year	Value at Time of the Awards	Value on December 31, 2022(1)	Increase or Decrease as Percentage
2021	$11,271,070	$11,278,874	0.07%
2020	1,998,609	2,614,209	30.80%
2019	3,815,721	4,676,388	22.56%

(1) Mr. Reid's total direct compensation as measured on December 31, 2022 includes: (a) actual salary, non-equity incentive, pension and other compensation received or relating to the year of award; (b) actual value received from redeemed RSUs and share appreciation rights exercised that were granted during or relate to the measurement period; (c) December 31, 2022 value of RSUs which have not been redeemed, including reinvested dividends; and (d) December 31, 2022 in the money value of any unexercised share appreciation rights awarded during the measurement period.

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2023 Information Circular

PENSION PLAN AND OTHER BENEFITS

Russel Metals provides a defined contribution plan to its named executive officers.

DEFINED CONTRIBUTION PLANS

Mr. Juravsky, Mr. MacLean and Mr. MacDermid participate in a defined contribution plan. The following table sets out prescribed information concerning the accrued values of this plan and compensatory and non-compensatory payments under this plan for 2022. The plan is described in more detail below the table:

Name	Accumulated Value at Start of 2022	Compensatory(1)	Accumulated Value at End of 2022
M.L. Juravsky	$ 37,338	$15,368	$ 63,188
J.F. MacLean	248,373	12,636	268,813
R.W. MacDermid	255,722	13,672	250,759
(1) Compensatory value represents the Company's aggregate contributions made during the year.

Mr. Juravsky, Mr. MacLean and Mr. MacDermid participate in a defined contribution plan covering our Canadian employees, which provides that the employee contributes 1% of their base salary and the Company provides an annual contribution of an amount equal to 2% of their base salary. In addition, employees may contribute up to an additional 6% of base salary, subject to Canada Revenue Agency limits, and the Company provides a 50% matching contribution on additional amounts contributed by the employee. In 2022, we contributed $15,368 to Mr. Juravsky's account, $12,636 to Mr. MacLean's account, and $13,672 to Mr. MacDermid's account. All contributions vest immediately.

401K PLAN

Mr. Reid and Mr. Bailey participate in a 401K defined contribution plan covering our U.S. employees, which provides that the Company will make an annual contribution of an amount equal to 2% of their eligible compensation to an Internal Revenue Service limit. In addition, employees may contribute up to an additional 6% of their eligible compensation and the Company provides a matching contribution of one-third of amounts contributed by the employee to a maximum of $4,300. In 2022, we contributed US$10,400 (Cdn$13,538) to Mr. Reid's account and US$9,712 (Cdn$12,642) to Mr. Bailey's account. All contributions vest immediately.

LIFE INSURANCE POLICY AND PENSION REPLACEMENT INSTRUMENT

In 2014, in lieu of an executive pension arrangement, we signed an agreement with Mr. Reid to fund a Whole Life Insurance Policy (the "Reid Life Insurance Policy"). In accordance with the agreement, annual premiums of up to US$150,000 per year on the Reid Life Insurance Policy will be paid by the Company. In addition to paying the annual premiums, we have agreed to compensate Mr. Reid in the form of additional cash compensation for the grossed-up tax payable on his life insurance taxable benefit. In 2018, effective upon Mr. Reid's appointment as CEO, we signed an executive employment agreement with Mr. Reid which increased the total amount payable under the Reid Life Insurance Policy or such other pension replacement instrument, as Mr. Reid may select, to US$350,000 annually (inclusive of any gross-up for taxes payable). Our obligation to pay the annual premiums are dependent on Mr. Reid being employed as CEO of the Company. The Reid Life Insurance Policy and other pension replacement instrument are owned by Mr. Reid and all proceeds are payable to his estate in the event of his death.

In 2022 we contributed US$228,200 to these plans and paid Mr. Reid US$121,800 for the grossed up tax on the taxable benefit.

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2023 Information Circular

CHANGE OF CONTROL AGREEMENTS

The Company has entered into change of control agreements with each of Mr. Reid, Mr. Juravsky and Mr. MacLean, described below.

DOUBLE TRIGGER CHANGE OF CONTROL AGREEMENTS

We have entered into change of control agreements with Mr. Reid, Mr. Juravsky and Mr. MacLean providing for their continued employment for two years following a change of control and for severance payments in certain circumstances in the event of the termination of their employment within two years of a change of control. Such circumstances include termination of employment by Russel Metals (other than for just cause, disability or retirement) or termination of employment by the executive officer for good reason. A "good reason" includes the occurrence of any of the following without the executive officer's express written consent: (i) the Company assigning to the executive officer duties inconsistent with his / her position, duties, responsibilities and status with the Company immediately prior to the change of control; (ii) a reduction by the Company to the executive officer's annual salary; (iii) failure by the Company to continue in effect any benefit, bonus, incentive or retirement plan in which the executive officer is participating immediately prior to the change of control; (iv) the Company relocating the executive officer to any place other than the location at which he / she performed his / her duties for the Company immediately prior to the change of control; (v) any breach by the Company to any provisions of the Change of Control Agreement; or (vi) any failure by the Company to obtain the assumption of the Change of Control Agreement by a successor or assign of the Company. A "change of control" includes the acquisition of effective control by a person or group of persons acting in concert or a determination by the Directors that a change of control has occurred or is about to occur. For such purpose, any person or group holding securities which entitle such holder or holders to cast more than 25% of the votes attaching to all shares in the capital of the Company which may be cast to elect Directors shall be deemed to be in a position to exercise effective control. A change of control will also have occurred if incumbent Directors cease to constitute a majority of the Board of Directors. For this purpose an incumbent Director is any member of the Board of Directors of the Company who was a Director immediately prior to the event which gave rise to the change of control, and any successor to an incumbent Director who was recommended or elected or appointed to succeed an incumbent Director by the affirmative vote of a majority of the incumbent Directors.

Upon termination under these circumstances, the executive officer is entitled to receive a lump sum payment of two times his or her current salary, and two times the average annual amount paid or payable to the executive officer pursuant to any profit sharing, cash incentive or bonus program during the last 36 months. The executive officer is also entitled to receive an amount on account of the value of all SARs and all share options or other rights to acquire common shares held by the executive officer or to which he or she would have been entitled, an amount on account of pension benefits to which the executive officer would have been entitled and certain other benefits. In addition, if the executive officer holds options for the purchase of common shares or SARs in the Company ("Unexercised Rights"), all Unexercised Rights so held that were not exercisable at the date of termination, shall be accelerated so that such Unexercised Rights become immediately exercisable and all Unexercised Rights shall remain exercisable for 180 days following the date of termination. Similarly, RSUs become fully vested and are cashed out within 25 days from termination.

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2023 Information Circular

The following table sets out the payments to which each of Mr. Reid, Mr. Juravsky and Mr. MacLean would have been entitled had they been terminated on December 31, 2022 within two years of a change of control of the Company:

SEVERANCE FOR TERMINATION WITHIN TWO YEARS OF A CHANGE OF CONTROL	SEVERANCE FOR TERMINATION WITHIN TWO YEARS OF A CHANGE OF CONTROL	SEVERANCE FOR TERMINATION WITHIN TWO YEARS OF A CHANGE OF CONTROL	SEVERANCE FOR TERMINATION WITHIN TWO YEARS OF A CHANGE OF CONTROL	SEVERANCE FOR TERMINATION WITHIN TWO YEARS OF A CHANGE OF CONTROL
Name	Amount on Account of Salary and Incentives	Amount of Account of Pension Benefits and Life Insurance	Immediate Vesting of Share Options / SARs	Immediate Vesting of RSUs(1)
J.R. Reid	$16,000,746	$938,266	$786,168	$7,726,155
M.L. Juravsky	5,935,900	30,736	453,563	2,679,094
J.F. MacLean	5,971,559	25,272	-	368,478
(1) In addition, any vested but not distributed RSUs are also deemed payable upon a change of control.

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2023 Information Circular

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

The disclosure set out below reflects our compliance with National Policy 58-201 (Corporate Governance Guidelines) and National Instrument 58-101 (Corporate Governance Practices) (collectively, the "CSA Governance Rules").

	CORPORATE GOVERNANCE
Disclosure Requirement	Practices of Russel Metals
Independence of the Board	A majority (90%) of our current Directors and a majority (90%) of the nominees for election as a Director at the Meeting, are independent.
Other Board Positions held by the Company's Directors	Mr. Clark, Mr. Dinning, Mr. Hedges, Ms. Johnston, Ms. Laberge, Mr. O'Reilly and Ms. Thabet are directors of other public companies. For each of the nominee Directors these companies are identified on pages 12 - 16 (inclusive) of this Circular. No Directors are members of the same board of another public company.
In Camera Meetings	Independent Directors meet in camera at each Board meeting.
Independent Chair	Mr. Dinning is the Chair of the Board and is independent. Among other things, the Chair of the Board: (a) provides leadership to the Directors in discharging their mandate; (b) provides advice, counsel and mentorship to the CEO; (c) promotes the delivery of information to the Directors on a timely basis; (d) presides over Board and shareholder meetings; (e) coordinates with the Chairs of Board committees; (f) sets the agenda for Board meetings; and (g) encourages free and open discussion among the Directors. The complete position description of our Board Chair can be found on our Company website atwww.russelmetals.com.
Attendance Record	Each Director attended every Board and Committee meetings, for which they were a member, held in 2022. For further information on attendance at the 2022 Board and Committee meetings see "Attendance at Board and Committee Meetings Held" on page 20 of this Circular. Directors are required to thoroughly review meeting material provided by management, in advance of Board of Directors meetings. Directors are required to attend meetings in person, when possible and practicable.
Board Charter	The Board has explicitly assumed stewardship responsibility for Russel Metals as well as responsibility for the matters specifically set out in the CSA Governance Rules. The Board reviews and approves our strategic direction, business plan and capital expenditure budget annually. The Board and management also discuss the Company's future goals and objectives, assess prior performance, successes and failures and consider the opportunities and risks of the Company's business. The cyclical and dynamic nature of the Company's business requires that the Company be proactive and agile to respond and react to rapid market changes. Management presents and discusses with the Board changes in industry conditions and the operating environment quarterly and management also reports to the Board on performance and financial results in writing between meetings. The Board approves acquisitions and capital expenditures in excess of $5 million and significant property or buildings leases. The Board reviews and approves changes in business focus, corporate financings and debt issues. The Board also expects management to advise it of any risks, opportunities or events that have or are likely to have a material effect on the Company and to provide it with regular reports on our activities and on any external developments that are likely to affect the Company. The interaction between the Board and management challenges management to proactively manage the cyclical nature of the business to ensure it maximizes shareholder value. The Board is satisfied that the functions and respective responsibilities of the Board and management are clearly understood and supported by all participants in our governance process. The Board charter is included as Schedule A to this Circular commencing on page 63 of this Circular.
Size of Board	The number of Directors to be elected at the Meeting is set at 10. This size and composition of the Board brings a balance of industry and operational expertise as well as backgrounds in other areas that management and the Board believe are of benefit to us. Our articles require us to have a minimum of seven and a maximum of 12 Directors.

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2023 Information Circular

	CORPORATE GOVERNANCE
Disclosure Requirement	Practices of Russel Metals
Board Renewal Policy	The Company has adopted a Board renewal policy whereby Directors will not generally stand for re-election after reaching the age of seventy-five years. In addition, the Company's policy is to target total average tenure of its non-executive Directors (i.e. total years service of non-executive Directors on the Board divided by the number of non-executive Directors) to be approximately 10 years or less. Neither of these two objectives represents a bright line test, and the Board may at any time or from time to time, deviate from these objectives where it believes that it's in the best interest of the Company to do so, but both are designed to encourage and support a continuous active program of Board member renewal, recruitment and retirement planning. At this time, the Board does not believe that fixed term limits for Directors are necessary or appropriate, nor does it believe that Directors should expect to be re-nominated annually prior to age 75. The Board believes that a balance must be struck between ensuring that there are new ideas and diverse viewpoints at the Board and maintaining the insight, experience and other benefits of continuity contributed by longer-serving Directors. For the purposes of this policy, in the event an executive Director subsequently becomes a non-executive Director, only such individual's tenure as a non- executive Director shall be included for the purposes of calculating the total average tenure of non-executive Directors. The average tenure of the non-executive Directors as of the date of this Circular is 8.49 years and if all the non-executive Director nominees are elected the average tenure of the non-executive Directors immediately following the Meeting will be 8.67 years. Mr. Reid, who is an executive Director, is excluded from this calculation and Mr. Hedges' tenure as a non-executive Director is calculated from May 2, 2018, the date of his retirement as an executive of the Company. The Company also manages Director tenure through a rigorous Director evaluation and assessment process, and through a demonstrated and ongoing commitment to the process of Board renewal. The evaluation and assessment process, which includes Board and Committee evaluations and a peer evaluation process, is designed to identify any circumstance in which a Director is not making a sufficient contribution. It is the responsibility of the Company's Board to remove Directors who are not performing, rather than simply relying on Director term limits or a Director being required to resign due to age. Each Director's term expires no later than the next annual shareholders' meeting. The Company also manages Director tenure by disclosing each Director's tenure and age in the Company's Information Circular, allowing shareholders to make an informed decision relating to the election of nominee Directors.
Board Committee	Russel Metals' Board committees are the Audit Committee, NCG Committee, MR&C Committee and EMH&S Committee. The Board has adopted charters for each of these committees and pursuant to these charters, except for the EMH&S Committee, all members of the Committees are required to be independent. The members of these committees are all independent. More information regarding the Board's committees can be found under "Committees of the Board of Directors" on page 18 of this Circular.
Position Description	The Board has approved position descriptions for the Chair of the Board, the Chair of each committee of the Board and the CEO. Copies of the committee charters and the position descriptions referred to above are available from our website located atwww.russelmetals.com(see "Investor Relations" and "Corporate Governance").

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2023 Information Circular

	CORPORATE GOVERNANCE
Disclosure Requirement	Practices of Russel Metals
Orientation Program	All new Directors receive a comprehensive orientation on their election or appointment
	to the Board which includes:
	• a detailed briefing with the Chair of the Board
	• a detailed briefing with the CEO, CFO and other members of senior
	management
	• participation in tours of Company operating facilities and in small group
	sessions with senior management personnel
	• background and key information about Russel Metals to assist the Director
	in becoming conversant with our business and priorities, as well as
	information concerning the industry in which we and our major competitors
	operate
	• health and safety training
	• a copy of all Board and Committee charters
	Directors review and execute the Company's Code of Business Conduct and Ethics
	Policy, Corporate Disclosure Policy and Insider Trading Policy.
Ongoing Education Program	We provide our Directors with:
	• supplemental Company specific and general industry information designed
	to keep them current with respect to factors affecting the Company
	• periodic tours of Company operating facilities, and presentations by senior
	corporate and operating personnel
	• information concerning regulatory and policy developments affecting
	Canadian public companies generally and the responsibilities of Directors.
	For specific details about the ongoing education sessions held in 2022 and attendance
	of Directors at these sessions, see "Board Education" commencing on page 23 of this
	Circular.
	Management makes presentations when we are making key business decisions, during
	strategic planning meetings, on topical issues from time to time and in response to
	requests from the Board.
	Our Directors, on their own initiative, also participate in external educational seminars
	that are relevant to their role on the Board, as appropriate.
Culture of Ethical Business Conduct	The Board has approved and adopted a Code of Business Conduct and Ethics Policy
	(the "Code of Conduct"), which applies to all our Directors, officers and employees.
	The Code of Conduct can be found on our website at www.russelmetals.com (see
	"Investor Relations" and "Corporate Governance") and on SEDAR(www.sedar.com).
	Management conducts annual training on the Code of Conduct.
Monitoring Compliance with Code of	Management provides the Board with a written compliance report on a quarterly basis.
Business Conduct and Ethics and other Policies	The Company has a confidential and anonymous reporting system that allows all employees to raise concerns free of discrimination, retaliation or harassment.
	The Company encourages the reporting of any complaints, concerns or questions
	relating to:
	• accounting matters
	• internal controls
	• financial irregularities
	• compliance with the Company's policies
	• human rights issues (harassment, discrimination, violence, abuse)
	• unethical business conduct, including but not limited to, safety,
	environmental, conflicts of interest, bribery, theft and / or fraud

The report of any complaints, concerns or questions relating to the foregoing matters may be made to a Whistleblower Hotline through an independent third party service provider by internet, telephone or by mail.

The CEO and CFO investigate all reports submitted to the Whistleblower Hotline. The Audit Committee Chair receives notice and has access to all reports submitted to the third party provider.

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2023 Information Circular

	CORPORATE GOVERNANCE
Disclosure Requirement	Practices of Russel Metals
Conflict of Interest and Related Party Transactions	We have no contracts or other arrangements in place in which any of our Directors or officers has a material interest and we do not anticipate entering into any such contract or arrangement. In addition, during the years ended December 31, 2022 and 2021 the Company did not have any transactions with subsidiaries outside the normal course of business. If any such arrangement were to arise, it would first be considered by the Audit Committee which would review any such conflict of interest or related party transaction to ensure that when any of the Company or any Directors or officers engage in any such transaction, the terms and conditions of such transaction are at fair market value or at least as favourable as prevailing market terms and conditions, or fair value if fair market value references do not exist and would refer the matter to the Board of Directors for approval (in each case and if applicable, without the participation of any Director who had the material interest in question).
Audit Committee	The Audit Committee is responsible for reviewing our quarterly and annual financial statements, our management's discussion and analysis of financial condition and results of operations, other public disclosure and for monitoring our internal control procedures. The Audit Committee meets quarterly with our external auditors and with our Director of Internal Audit without management being present. The Audit Committee is comprised of independent Directors. The Board annually appoints the Audit Committee and its Chair. Additional information with respect to the Audit Committee, including its charter, can be found under the headings "Audit Committee Information" and "Charter of the Audit Committee" in our annual information form, which is posted on our website at www.russelmetals.com (see "Investor Relations" and "Financial Reports") and on SEDAR.
Nominating and Corporate Governance Committee	The responsibilities of the NCG Committee include: • developing and recommending governance guidelines for the Company (and periodic review of those guidelines) • identifying individuals qualified to become members of the Board • recommending Director nominees to be put before the shareholders at each annual meeting • reviewing and recommending to the Board the compensation for the Chair of the Board and for other Directors • conducting an annual evaluation of the Board, the Committees of the Board and Chair of the Board The NCG Committee is comprised of independent Directors. The Board annually appoints the NCG Committee and its Chair. As part of each meeting, members of the NCG Committee meet without any member of management present.
Nomination of New Directors	The NCG Committee is responsible for making recommendations to the Board concerning new Director candidates. When new Directors are required, the NCG Committee determines the skill set of a potential Director that it believes would best suit the circumstances, having regard to the skills described in the matrix commencing on page 20 of this Circular and other factors considered relevant by the NCG Committee. The NCG Committee develops profiles of individuals whose background and skills would complement those of the existing Directors for consideration by the Board.

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2023 Information Circular

	CORPORATE GOVERNANCE
Disclosure Requirement	Practices of Russel Metals
Representation of Designated Groups	Five of 10 (50%) of the Company's current Directors and five of 10 (50%) of the nominee
on the Board of Directors and Senior	Directors represent Designated Groups (as defined in the Employment Equity Act
Management	(Canada)). Three of 10 (30%) of the Company's current Directors and three of 10 (30%)
	of the nominee Directors are women. Two of 10 (20%) of the Company's current
	Directors self identify as a member of a visible minority, while two of 10 (20%) of the
	nominee Directors self identify as a member of a visible minority. None of the current
	Directors or nominee Directors self identifies as an Aboriginal person or a person with
	a disability.
	Two of seven (29%) of the Company's executive officers are women. None of the
	Company's executive officers self identifies as a member of a visible minority, an
	Aboriginal person or a person with a disability.
	The Board and the Company recognize the benefits of fostering diversity and believe
	that a Board and executive team made up of highly qualified individuals from diverse
	backgrounds promotes better corporate governance, performance and effective
	decision-making.
	In furtherance of diversity, the Board has established a formal written Diversity Policy,
	which among other things, commits that women represent at least 30% of the Directors
	of the Company and is please confirm that three of the 10 (30%) of the nominee
	Directors are women. In the event women cease to represent at least 30% of the
	Directors of the Company at any time (for instance, due to an unplanned departure),
	the Board will take action to ensure that women represent at least 30% of the Directors
	of the Company within a reasonable timeframe.
	The Board has not adopted formal targets for other Designated Groups with respect to
	Directors or executive officers at this time. The NCG Committee and the Company, as
	set out in the Diversity Policy, seek to ensure that Directors and officers have a wide
	range of skills, experiences and backgrounds to meet the needs of the Company. To
	support this objective, the NCG Committee and the Company, when seeking candidates
	for the Board or senior executive positions as part of their process consider: (a)
	candidates who are highly qualified based on their business experience, functional
	expertise and personal skills and qualities; (b) candidates with experience and expertise
	in the industries in which the Company operates - this can take the form of general steel
	or oil and gas experience or, where practicable, specific experience in a metal service
	center, oilfield service operation or steel or energy product distribution; and (c) the
	representation of Designated Groups on the Board and in senior leadership positions.

This process places diversity and inclusion as critical considerations during the recruitment and selection process.

Management Resources and Compensation Committee

The responsibilities of the MR&C Committee include:

reviewing and making recommendations to the Board (without the participation of the CEO) concerning compensation for the CEO
reviewing and making recommendations to the Board concerning compensation of other executive officers, incentive based plans and share based plans
recommending and monitoring equity ownership policies
overseeing any changes to the design of the Company's pension plans and 401k plans
reviewing and considering the implications of the risks associated with our compensation policies and practices, specifically, situations that could potentially encourage an executive to expose Russel Metals to inappropriate or excessive risks
reviewing compensation disclosure in public documents, including the Compensation Discussion and Analysis for inclusion in this Circular, in accordance with applicable rules and regulations
reviewing succession plans for the CEO and other members of senior management

The MR&C Committee is comprised of independent Directors.

The Board annually appoints the MR&C Committee and its Chair.

The MR&C Committee considers matters within its mandate and makes recommendations to the full Board.

As part of each meeting, the MR&C Committee members meet without any member of management present.

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2023 Information Circular

	CORPORATE GOVERNANCE
Disclosure Requirement	Practices of Russel Metals
Determining Executive Officer and	The MR&C Committee recommends the compensation for the CEO and the CFO to the
Director Compensation	Board and reviews compensation policies and levels for other executive officers to
	ensure that their compensation is competitive and reasonably related to personal and
	corporate performance.
	The MR&C Committee uses various information sources, including independent
	consultants, to monitor the competitive position of Russel Metals' salaries, cash
	incentives and share based incentives, and to assess the effectiveness of our incentive
	plans in contributing to corporate performance.
	The NCG Committee makes recommendations to the Board regarding Director
	compensation with reference to board compensation of comparably sized Canadian
	public companies.
Environmental Management and	The mandate of the EMH&S Committee is to monitor, evaluate and make
Health & Safety Committee	recommendations to the Board for the purposes of enhancing the Company's health
	and safety performance and ensuring that we conduct our activities in a manner that
	complies with applicable environmental and occupational health and safety laws.
	These activities should minimize adverse impacts on the natural environment and to
	the communities in which we reside and operate in a manner that respects the health
	and safety of our employees.
	The Board annually appoints the EMH&S Committee and its Chair.
	Management reports quarterly to the Board on these areas and the EMH&S Committee.
Board, Committee and Individual	Each Director completes questionnaires annually assessing the performance of the
Director Assessment	Board and its committees. Each Director also individually meets with the Chair of the
	Board at least biennially to discuss the performance and evaluate the performance of
	the other Directors. The Chair of the Board also follows up with each Director
	individually to discuss any issues or concerns raised during the performance
	assessment process.
	Each committee is required to review annually at a meeting of the committee, the
	effectiveness and contributions of the committee, and to report to the Board with respect
	to such review.
	It is expected that individual and corporate goals can be more readily achieved as
	Directors are assisted in identifying areas that may be improved.
	The questionnaires are designed to encourage each Director to thoughtfully consider
	ways in which his or her effectiveness may be increased and to identify areas where
	we can assist in improving Directors' performance.
	Each Director also completes annually, a written peer review assessment of the
	performance of the Chair of the Board. These assessments are submitted to the Chair
	of the NCG Committee, who interviews Directors, as may be appropriate, and discusses
	any issues raised with the Chair of the Board on a "without attribution" basis.
Outside Advisors	Each committee of the Board has the authority to retain and compensate any outside
	consultants and advisors it considers necessary to fulfill its mandate.
	Directors may engage advisors at the Company's expense for other purposes with the
	concurrence of the Chair of the NCG Committee.

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2023 Information Circular

CERTIFICATE

The Board of Directors has approved the contents and the sending of this Circular.

DATED the 2[nd] day of March, 2023.

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Martin L. Juravsky Executive Vice President, Chief Financial Officer and Secretary

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2023 Information Circular

SCHEDULE A – CHARTER OF THE BOARD OF DIRECTORS

GENERAL

1. Purpose and Responsibility of the Board

By approving this Charter, the Board explicitly assumes responsibility for the stewardship of Russel and its business. This stewardship function includes responsibility for the matters set out in this Charter, which form part of the Board's statutory responsibility to manage or supervise the management of Russel's business and affairs.

2. Review of Charter

The Board shall review and assess the adequacy of this Charter annually and at such other times as it considers appropriate and shall make such changes as it considers necessary or appropriate.

3. Definitions and Interpretation

3.1. Definitions

In this Charter:

a) "Russel" means Russel Metals Inc.;
b) "Board" means the board of directors of Russel;
c) "CEO" means Russel's chief executive officer;
d) "Chair" means the chair of the Board;
e) "Charter" means this charter, as amended from time to time;
f) "Director" means a member of the Board; and
g) "Stock Exchanges" means, at any time, the Toronto Stock Exchange and any other stock exchange on which any securities of Russel are listed for trading at the applicable time.

3.2. Interpretation

This Charter is subject to and shall be interpreted in a manner consistent with Russel's articles, by-laws, the Canada Business Corporations Act (the "CBCA"), and any other applicable legislation.

CONSTITUTION OF THE BOARD

4. Election and Removal of Directors

4.1. Number of Directors

The Board shall consist of such number of Directors as the Board may determine from time to time, within the range set out in Russel's articles of amalgamation at such time.

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4.2. Election of Directors

Directors shall be elected by the shareholders annually for a one-year term, and subject to applicable law, shall hold office for a one-year term or until their successors are elected or appointed.

4.3. Vacancies

The Board may appoint a member to fill a vacancy which occurs in the Board between annual elections of Directors, to the extent permitted by the CBCA.

4.4. Ceasing to be a Director

A Director will cease to hold office upon:

a) Delivering a resignation in writing to Russel;
b) Being removed from office by an ordinary resolution of the shareholders;
c) His or her death; or
d) Becoming disqualified from acting as a Director

4.5. Resignation

Directors whose principal employment or other business or professional circumstances change significantly from that which they held when most recently elected to the Board (including, without limitation, retirement from their principal employment, or any new appointment or election to the board of a publicly traded company) must notify the Chair of the Nominating and Corporate Governance Committee (the "NCGC Chair") and provide reasonable particulars of the change. The Board is not of the view that Directors in such circumstances must always leave the Board; however, if the NCGC Chair so determines, after consultation with the other members of the Nominating and Corporate Governance Committee, opportunity should be given to the Board, prior to the change becoming effective, to review the appropriateness of continued Board membership of such Director under the revised circumstances and to consider whether such change may have an impact on the composition of the Board. For this reason, whenever practical, any such notice shall be given in advance of the change in question. Whether or not a Director has complied with the foregoing notice requirement in any particular circumstance, the Director shall, if requested by resolution of the Board as a result of any such change, tender his or her resignation as a Director, effective upon acceptance by the Board.

5. Criteria for Directors

5.1. Qualification of Directors

Every Director shall be an individual who is at least 18 years of age, has not been determined by a court to be of unsound mind and does not have the status of bankrupt.

5.2. Residency

At least 25% of the Directors shall be resident Canadians.

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5.3. Independence of Directors

At least a majority of the Directors shall be independent for the purposes of all applicable regulatory and stock exchange requirements.

5.4. Share Ownership

Subject as hereinafter provided, each Director shall beneficially own, directly or indirectly, common shares or deferred share units or a combination thereof valued at three times the annual board retainer and annual deferred share unit grant. The Chair shall beneficially own directly or indirectly, common shares or deferred share units or a combination thereof valued at three times the annual Chair retainer and annual deferred share unit grant. The values of the shares and deferred share units are based on the higher of (i) the closing price of a common share as at the date of valuation; and (ii) the values of such common shares and deferred share units as at the time of acquisition or grant, as applicable. Any new Director is required to achieve such ownership level within five years of the date of such Director joining the Board.

5.5. Other Criteria

The Board may establish other criteria for Directors as contemplated in this Charter.

6. Board Chair

6.1. Board to Appoint Chair

The Chair shall be an independent Director.

6.2. Chair to be Appointed Annually

The appointment of Chair shall take place not less frequently than annually, with effect immediately following a meeting of the shareholders at which Directors are elected; provided that if the appointment of the Chair is not so made, the Director who is then serving as Chair shall continue as Chair until his or her successor is appointed; and provided further that the Board may from time to time and at any time appoint a new Chair of the Board.

7. Remuneration of Directors and Retaining Advisors

7.1. Remuneration

Members of the Board and the Chair shall receive such remuneration for their service on the Board as the Board may determine from time to time, in consultation with the Nominating and Corporate Governance Committee of the Board.

7.2. Retaining and Compensating Advisors

Each Director shall have the authority to retain outside counsel and any other external advisors from time to time as appropriate with the approval of the chair of the Nominating and Corporate Governance Committee.

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MEETINGS OF THE BOARD

8. Meetings of the Board

8.1. Time and Place of Meetings

Meetings of the Board shall be called and held in the manner and at the location contemplated in Russel's by-laws.

8.2. Frequency of Board Meetings

Subject to Russel's by-laws, the Board shall meet at least four times per year on a quarterly basis.

8.3. Quorum

In order to transact business at a meeting of the Board:

a) At least a majority of Directors then in office shall be present; and
b) At least 25% of the Directors present must be resident Canadians (or, if this is not the case, a resident Canadian Director who is unable to be present and whose presence at the meeting would have resulted in the required number of resident Canadian Directors being present, must approve the business transacted at the meeting, whether in writing, by phone or otherwise).

8.4. Secretary of the Meeting

The Chair shall designate from time to time a person who may, but need not, be a member of the Board, to be Secretary of any meeting of the Board.

8.5. Right to Vote

Each member of the Board shall have the right to vote on matters that come before the Board.

8.6. Invitees

The Board may invite any of Russel's officers, employees, advisors or consultants or any other person to attend meetings of the Board to assist in the discussion and examination of the matters under consideration by the Board.

9. In Camera Sessions of Independent Directors

At the conclusion of each meeting of the Board, the independent Directors shall meet without any member of management being present (including any Director who is a member of management).

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2023 Information Circular

DELEGATION OF DUTIES AND RESPONSIBILITIES OF THE BOARD

10. Delegation and Reliance

10.1. Delegation to Committees

The Board may establish and delegate to committees of the Board any duties and responsibilities of the Board which the Board is not prohibited by law from delegating. However, no committee of the Board shall have the authority to make decisions which bind Russel, except to the extent that such authority has been specifically delegated to such committee by the Board.

10.2. Requirement for Certain Committees

The Board shall establish and maintain the following committees of the Board, each having mandates that incorporate all applicable legal and Stock Exchange listing requirements and with such recommendations of relevant securities regulatory authorities and Stock Exchanges as the Board may consider appropriate:

a) Audit Committee;
b) Nominating and Corporate Governance Committee;
c) Management Resources and Compensation Committee; and
d) Environmental Management and Health & Safety Committee

10.3. Composition of Committees

The Board will appoint and maintain in office, members of each of its committees such that the composition of each such committee is in compliance with listing requirements of the Stock Exchanges and with such recommendations of relevant securities regulatory authorities and Stock Exchanges as the Board may consider appropriate and shall require the Nominating and Corporate Governance Committee to make recommendations to it with respect to such matters.

10.4. Review of Charters

On an annual basis, the Board will review the recommendations of the Nominating and Corporate Governance Committee with respect to the charters of each committee of the Board. The Board will approve those changes to the charters that it determines are appropriate.

10.5. Delegation to Management

Subject to Russel's articles and by-laws, the Board may designate the offices of Russel, appoint officers, specify their duties and delegate to them powers to manage the business and affairs of Russel, except to the extent that such delegation is prohibited under the CBCA or limited by the articles or by-laws of Russel or by any resolution of the Board or policy of Russel.

10.6. Limitations on Management Authority

a) Management shall exercise its authority in accordance with the following documents approved by the Board, including as applicable, any approved strategic plan, business plan and capital expenditure budget.

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b) Management may not take the following actions without the approval of the Board:
i. capital expenditures, acquisitions or dispositions in excess of $5 million;
ii. the lease of property or building(s) where: (A) the lease commits the expenditure of more than $5 million during the initial term of the lease, or (B) the average lease payments during the initial term exceed $1.5 million per year, (in each case, in the local currency where the expenditure is being made);
iii. change in business focus;
iv. issuance of securities;
v. borrowing outside of the ordinary course of business.

10.7. Reliance on Management

The Board is entitled to rely in good faith on the information and advice provided to it by Russel's management.

10.8. Reliance on Others

The Board is entitled to rely in good faith on information and advice provided to it by advisors, consultants and such other persons as the Board considers appropriate.

10.9. Oversight

The Board retains responsibility for oversight of any matters delegated to any committee of the Board or to management.

DUTIES AND RESPONSIBILITIES

11. Duties of Individual Directors

11.1. Fiduciary Duty and Duty of Care

In exercising his or her powers and discharging his or her responsibilities, a Director shall:

a) act honestly and in good faith with a view to the best interests of the corporation; and
b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

11.2. Compliance with the CBCA and Constating Documents

A Director shall comply with the CBCA and the regulations to the CBCA as well as with Russel's articles and by-laws.

11.3. Compliance with Russel's Policies

A Director shall comply with all policies of Russel applicable to members of the Board as approved by the Board.

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12. Responsibilities of Directors

12.1. Responsibilities set out in Charter

A Director shall review and participate in the work of the Board necessary in order for the Board to discharge the duties and responsibilities set out in accordance with the Charter.

12.2. Orientation and Education

A Director shall participate in the orientation and continuing education programs developed by Russel for the Directors.

12.3. Meeting Preparation and Attendance

In connection with each meeting of the Board and each meeting of a committee of the Board of which the Director is a member, a Director shall:

a) Review thoroughly the material provided to the Director by management in connection with the meeting, provided that such review is a practicable in view of the time at which such material was delivered to the Director.
b) Attend each meeting in person to the extent practicable (unless the meeting is scheduled to be held by phone or video conference).

12.4. Assessment

A Director shall participate in such processes as may be established by the Board for assessing the Board, its committees and individual Directors.

12.5. Other Responsibilities

A Director shall perform such other functions as may be delegated to that Director by the Board or any committee of the Board from time to time.

13. Board Responsibility for Specific Matters

13.1. Responsibility for Specific Matters

The Board explicitly assumes responsibility for the matters set out below, recognizing that these matters represent in part responsibilities reflected in requirements and recommendations adopted by applicable securities regulators and the Stock Exchanges and do not limit the Board's overall stewardship responsibility or its responsibility to manage or supervise the management of Russel's business and affairs.

13.2. Delegation to Committees

Whether or not specific reference is made to committees of the Board in connection with any of the matters referred to below, the Board may direct any committee of the Board to consider such matters and to report and make recommendations to the Board with respect to these matters.

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14. Corporate Governance Generally

14.1. Governance Practices and Principles

The Board shall be responsible for Russel's approach to corporate governance.

14.2. Governance Principles

a) Governance Principles. The Board shall review and approve, if appropriate, a set of governance principles and guidelines appropriate for Russel (the "Governance Principles").
b) Amendments. The Board shall review the Governance Principles at least annually and shall adopt such changes to the Governance Principles as it considers necessary or desirable from time to time.

14.3. Governance Disclosure

a) Approval of Disclosure . The Board shall approve disclosure about Russel's governance practices in any document before it is delivered to Russel's shareholders or filed with securities regulators or with the Stock Exchanges.
b) Determination that Differences Are Appropriate . If Russel's governance practices differ from those recommended by Canadian securities regulators or the Stock Exchanges, the Board shall consider these differences and why the Board considers them to be appropriate.

14.4. Delegation to Nominating and Corporate Governance Committee

The Board may direct the Nominating and Corporate Governance Committee to consider the matters contemplated in this Section 14 and to report and make recommendations to the Board with respect to these matters.

15. Responsibilities Relating to Management

15.1. Integrity of Management

The Board shall, to the extent feasible, satisfy itself:

a) as to the integrity of the CEO and other senior officers; and
b) that the CEO and other senior officers create a culture of integrity throughout the organization.

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15.2. Succession Planning

The Board shall be responsible for succession planning for the CEO and shall receive recommendations of the Management Resources and Compensation Committee and make such determinations as it considers appropriate with respect to oversight of senior management succession planning including appointing senior management and oversight of training and development programs.

15.3. Executive Compensation Policy

The Board shall receive recommendations of the Management Resources and Compensation Committee and Nominating and Corporate Governance Committee, as applicable, and make such determinations as it considers appropriate with respect to:

a) CEO's compensation level (without the participation of the CEO);
b) non-CEO officer compensation;
c) director compensation;
d) incentive compensation plans; and
e) equity based plans.

16. Oversight of the Operation of the Business

16.1. Risk Management

Taking into account the reports of management and such other persons as the Board may consider appropriate, the Board shall identify the principal risks of Russel's business and satisfy itself as to the implementation of appropriate systems to manage these risks.

16.2. Strategic Planning Process

At least once per year, the Board shall review Russel’s strategic initiatives which take into account, among other things, the opportunities and risks of Russel's business.

16.3. Internal Control Management Information Systems

The Board shall review the reports of management and the Audit Committee concerning the integrity of Russel's internal control and management information systems. Where appropriate, the Board shall require management (overseen by the Audit Committee) to implement changes to such systems to ensure integrity of such systems.

16.4. Communications Policy and Feedback Process

a) The Board shall review and, if determined appropriate, approve a communication policy for Russel for communicating with shareholders, the investment community, the media, governments and their agencies, employees and the general public. The Board shall consider, among other things, the recommendations of management and the Nominating and Corporate Governance Committee with respect to this policy.

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b) The Board shall establish a process pursuant to which the Board can receive feedback from securityholders.

16.5. Financial Statements

a) The Board shall receive regular reports from the Audit Committee with respect to the integrity of Russel's financial reporting system and its compliance with all regulatory requirements relating to financial reporting.
b) The Board shall review the recommendations of the Audit Committee with respect to the annual financial statements of Russel to be delivered to shareholders. If appropriate, the Board shall approve such financial statements.

16.6. Capital Management

The Board shall receive regular reports from management on the structure and management of Russel's capital.

16.7. Pension Plan Matters

The Board shall receive and review reports from management and from the Audit Committee covering administration, investment performance, funding, financial impact, actuarial reports and other pension plan related matters. The Board shall receive and review reports from management and the Management Resources and Compensation Committee concerning any compensation related changes to the design of Russel's pension plans.

16.8. Code of Business Conduct and Ethics

The Board will review and approve a Code of Business Conduct and Ethics for Russel. In adopting this code, the Board will consider the recommendations of the Nominating and Corporate Governance Committee concerning its compliance with applicable legal and Stock Exchange listing requirements and with such recommendations of relevant securities regulatory authorities and Stock Exchanges as the Board may consider appropriate.

16.9. Compliance and Disclosure

The Board will direct the Nominating and Corporate Governance Committee to monitor compliance with the Code of Business Conduct and Ethics and recommend disclosures with respect thereto. The Board will consider any report of the Nominating and Corporate Governance Committee concerning these matters, and will approve, if determined appropriate, the disclosure of the Code of Business Conduct and Ethics and of any waiver granted to a director or senior officer of Russel from complying with the Code of Business Conduct and Ethics.

17. Nomination of Directors

17.1. Nomination and Appointment of Directors

a) The Board shall nominate individuals for election as directors by the shareholders and shall require the Nominating and Corporate Governance Committee to make recommendations to it with respect to such nominations.

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b) The Board shall adopt a process recommended to it by the Nominating and Corporate Governance Committee pursuant to which the Board shall;
i. Consider what competencies and skills the Board, as a whole, should possess; and
ii. Assess what competencies and skills each existing Director possesses.

18. Board Effectiveness

18.1. Position Descriptions

The Board shall review and, if determined appropriate, approve the recommendations of the Nominating and Corporate Governance Committee concerning formal position descriptions for:

a) the Chair of the Board, the Lead Director (if any) and for the Chair of each committee of the Board, and
b) the CEO.

18.2. Director Orientation and Continuing Education

The Board shall review and, if determined appropriate, approve the recommendations of the Nominating and Corporate Governance Committee concerning:

a) a comprehensive orientation program for new Directors; and
b) a continuing education program for all Directors.

18.3. Board, Committee and Director Assessments

The Board shall review and, if determined appropriate, adopt a process recommended by the Nominating and Corporate Governance Committee for assessing the performance and effectiveness of the Board as a whole, the committees of the Board and the contributions of individual Directors on an annual basis.

18.4. Annual Assessment of the Board

Each year, the Board shall assess its performance and effectiveness in accordance with the process established by the Nominating and Corporate Governance Committee.

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AI assistant

Russel Metals Inc. — Proxy Solicitation & Information Statement 2023

42637_rns_2023-03-31_aecbb4d2-88d0-47b5-b756-ea521be9e3f6.pdf

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

BUSINESS OF THE MEETING

NOTICE AND ACCESS

VOTING

INFORMATION CIRCULAR

TABLE OF CONTENTS

GENERAL

REASON FOR RECEIVING THIS CIRCULAR

INTERPRETATION

SHAREHOLDER PROPOSALS

ENGAGEMENT WITH THE BOARD OR MANAGEMENT

AVAILABILITY OF DISCLOSURE DOCUMENTS

CONTACT INFORMATION