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Russel Metals Inc. Proxy Solicitation & Information Statement 2026

Mar 31, 2026

42637_rns_2026-03-31_f0f2e7c8-f421-459d-b3dd-ae367699ade8.pdf

Proxy Solicitation & Information Statement

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NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

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

Russel Metals

Date: Wednesday, May 6, 2026

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:

  1. to receive and consider the consolidated financial statements of the Company and its subsidiaries for the year ended December 31, 2025, together with the report of the auditors thereon;
  2. to elect Directors;
  3. to appoint KPMG LLP as auditors and to authorize the Directors to fix their remuneration;
  4. to approve the advisory resolution to accept the approach to executive compensation disclosed in the Circular; and
  5. to transact such further or other business as may properly come before the Meeting or any postponement or adjournment thereof.

NOTICE AND ACCESS

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, 2025, 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.sedarplus.ca. 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 Monday, May 4, 2026 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,

/s/ Martin L. Juravsky

Martin L. Juravsky,
Executive Vice President,
Chief Financial Officer and
Secretary
Mississauga, Ontario
March 2, 2026