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May 7, 2004 | |
VIA SEDAR
British Columbia Securities Commission
Alberta Securities Commission
Saskatchewan Securities Commission
The Manitoba Securities Commission
Ontario Securities Commission
Commission des valeurs mobilières du Québec
Office of the Administrator, New Brunswick
Securities Commission of Newfoundland
Nova Scotia Securities Commission
Registrar of Securities, Prince Edward Island
Russel Metals Inc.
Report of Voting Results
In accordance with Section 11.3 of National Instrument 51-102 - Continuous Disclosure Obligations, we hereby advise of the results of the voting on the matters submitted to the annual and special meeting (the "Meeting") of the shareholders (the "Shareholders") of Russel Metals Inc. (the "Company") held on April 26, 2004. At the Meeting, Shareholders were asked to consider certain annual meeting matters and other special business.
The matters voted upon at the Meeting and the results of the voting were as follows:
Item 1 - Election of Directors
By a vote, conducted by way of a show of hands, the following directors were elected to hold office for the ensuing year or until their successors are elected or appointed:
James F. Dinning
Carl R. Fiora
Anthony F. Griffiths
Robbert Hartog
Lise Lachapelle
John W. Robinson
Edward M. Siegel, Jr.
Item 2 - Appointment of Auditors
By a vote, conducted by way of a show of hands, Deloitte & Touche LLP were appointed auditors of the Company to hold office until the close of the next annual meeting of shareholders or until their successors are appointed, and the directors of the Company were authorized to fix the remuneration of the auditors.
Item 3 - Amendment of Articles - French Form of Name
By a vote, conducted by way of a show of hands, the special resolution to amend the articles of the Company to adopt the French form of name, "Métaux Russel Inc.", was passed by a majority of not less than two-thirds of the votes cast at the meeting in person or by proxy.
Item 4 - Amendment of Articles - Additional Directors
By a vote, conducted by way of a show of hands, the special resolution to amend the articles of the Company to enable the directors of the Company to appoint one or more additional directors of the Company between meetings of shareholders, was passed by a majority of not less than two-thirds of the votes cast at the meeting in person or by proxy.
Item 5 - Confirmation of By-law 1
By a vote conducted by ballot, the ordinary resolution to confirm By-law 1 of the Company, being a by-law relating generally to the conduct of the affairs of the Company and which repeals and replaces all of the other by-laws of the Company, with the exception of By-law No. 58, was approved. By-law No. 58 is a general borrowing by-law. The Shareholders present in person or represented by proxy at the Meeting, voted as follows:
| | Total Votes | | Percentage of Votes Cast | |
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Votes in Favour | | 23,910,229 | | 82.4% | |
Votes Against | | 5,099,275 | | 17.6% | |
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Total Votes Cast | | 29,009,504 | | 100.0% | |
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| Yours very truly, |
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| (Signed) Elaine G. Hillis |
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| ELAINE G. HILLIS |
| Assistant Corporate Secretary |
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