Russel Metals Inc. — Proxy Solicitation & Information Statement 2023

Mar 31, 2023

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PROXY – ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON TUESDAY, MAY 9, 2023

The undersigned shareholder of Russel Metals Inc. (the "Company") hereby appoints James F. Dinning, the Chair of the Board of the Company, failing him, John G. Reid, the President and Chief Executive Officer of the Company, or, failing him, Ryan W. MacDermid, Vice President Risk Management and Legal or, instead of the foregoing, , as the nominee of the undersigned to attend and to act for and on behalf of the undersigned at the annual general meeting of the shareholders of the Company to be held on Tuesday, May 9, 2023 , and at any postponement or adjournment thereof, to the same extent and with the same power as if the undersigned were personally present at the said meeting or such postponement or adjournment thereof and, without limiting the generality of the power hereby conferred, the nominees named above are specifically directed to vote as indicated below:

THE DIRECTORS AND MANAGEMENT RECOMMEND THAT SHAREHOLDERS VOTE FOR MATTERS 1, 2 AND 3 BELOW, AS INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

1. ELECTION OF DIRECTORS

VOTE FOR OR AGAINST for election of any of the following persons as directors of the Company, as specified below.

		For	Against			For	Against
1.	Linh J. Austin			7.	William M. O’Reilly		
2.	John M. Clark			8.	Roger D. Paiva		
3.	James F. Dinning			9.	John G. Reid		
4.	Brian R. Hedges			10.	Annie Thabet		
5.	Cynthia Johnston		
6.	Alice D. Laberge		

1. APPOINTMENT OF AUDITORS

2. Appoint Deloitte LLP as auditors of the Company for the ensuring year and authorize the directors to fix their remuneration.

3. ADVISORY VOTE ON SAY ON PAY Approve the Company's approach to executive compensation.

For	Withhold
	
For	Against
	

1. To vote at the discretion of the proxy nominee on any amendments or variations to the foregoing and on such other business as may properly come before the meeting or any postponement or adjournment thereof.

This proxy is solicited on behalf of the management of the Company. Shareholders have the right to appoint a person to represent them at the meeting other than nominees designated above and may exercise such right by inserting the name of their nominee in the blank space provided above for that purpose. Proxies to be used at the meeting must be deposited with the Company or with TSX Trust Company no later than 10:00 a.m. (ET) 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.

DATED the day of , 2023.

Name of Shareholder (Signature of Shareholder) (Please Print)

NOTES:

1. If you have not specified in this form of proxy how to vote on an item above, your proxyholder is entitled to vote your common shares as he or she sees fit. If your proxy form does not specify how to vote on an item above and if you have authorized our Chair of the Board, our President and Chief Executive Officer or our Vice President Risk Management and Legal to act as your proxyholder, your common shares will be voted "FOR" each of items no. 1, 2 and 3 above.

2. This proxy form must be signed by the shareholder or the shareholder's attorney authorized in writing, or, if the shareholder is a corporation, under its seal or by an officer or attorney thereof duly authorized.

3. Please fill in the date on which you sign the proxy form in the space indicated on the proxy form. If the date is not filled in, this proxy form shall be deemed to be dated on the date it is mailed to you.

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REQUEST FORM FOR 2023 FINANCIAL STATEMENTS

I WISH TO RECEIVE PAPER COPIES OF THE QUARTERLY REPORTS

These documents are available at russelmetals.com so we encourage you not to mark this box in order to protect the environment and reduce costs. If you do not mark this box, or do not return this form, the interim financial statements and MD&A will not be mailed to you in 2023.

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