Olympic Steel (ZEUS) Proxy Filing summary

Executive summary

• Ryerson and Olympic Steel have entered into a definitive merger agreement for an all-stock acquisition, with Olympic Steel shareholders receiving 1.7105 shares of Ryerson common stock per Olympic Steel share, and the combined company expected to be 63% owned by Ryerson stockholders and 37% by Olympic Steel shareholders on a fully diluted basis.

• The merger is expected to close in early 2026, subject to shareholder approvals and regulatory conditions, and will result in Olympic Steel becoming a wholly owned subsidiary of Ryerson, with shares delisted from Nasdaq and Ryerson shares continuing on the NYSE.

• The boards of both companies unanimously recommend approval of the merger, citing strategic compatibility, expected $120 million in annual synergies within 24 months, and enhanced market position as the second-largest North American metals service center.

Voting matters and shareholder proposals

• Ryerson stockholders will vote on the issuance of Ryerson shares in the merger and on potential adjournment of the special meeting if more time is needed to solicit votes.

• Olympic Steel shareholders will vote on adopting the merger agreement, a non-binding advisory vote on executive compensation related to the merger, and potential adjournment of their special meeting.

• Approval of the merger requires a majority of votes cast by Ryerson stockholders and a majority of outstanding shares for Olympic Steel shareholders.

• Both companies' boards recommend voting in favor of all proposals.

Board of directors and corporate governance

• The post-merger Ryerson board will expand to 11 members: seven from Ryerson and four from Olympic Steel, with Michael D. Siegal (Olympic Steel) expected to become chairman.

• Key Olympic Steel executives will assume senior roles in the combined company, including President/COO, Executive VP, and SVPs.

• Platinum Equity retains the right to nominate up to two directors post-merger.