Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Russel Metals Inc. Proxy Solicitation & Information Statement 2026

Mar 31, 2026

42637_rns_2026-03-31_6394e8ed-bbf0-4e60-82ae-bbd5694fd5ef.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

Russel Metals

PROXY – ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON WEDNESDAY, MAY 6, 2026

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 Wednesday, May 6, 2026, 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. M. Elyse Allan 6. Cynthia Johnston
2. Stewart C. Burton 7. Roger D. Paiva
3. John M. Clark 8. John G. Reid
4. James F. Dinning 9. Annie Thabet
5. Brian R. Hedges
  1. APPOINTMENT OF AUDITORS

Appoint KPMG LLP as auditors of the Company for the ensuing year and authorize the directors to fix their remuneration.

  1. ADVISORY VOTE ON SAY ON PAY

Approve the Company's approach to executive compensation.

For Withhold
For
--- ---

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 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.

DATED the _ day of _______, 2026.

Name of Shareholder
(Please Print)

(Signature of Shareholder)

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.
  4. A completed proxy must be delivered by mail to TSX Trust, P.O. Box 721, Agincourt, Ontario M1S 0A1, Attention: Proxy Department; or electronically online with your 13 digit control number at www.meeting-vote.com, by no later than 10:00 a.m. (ET) on Monday, May 4, 2026 and, in the case of any postponement or adjournment of the Meeting, not less than 48 hours before the 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.

Russel Metals

REQUEST FORM FOR 2026 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 2026.