BlueScope Steel Limited ABN 16 000 011 058 Level 11, 120 Collins St Melbourne VIC 3000 Telephone +61 3 9666 4000 Facsimile +61 3 9666 4111 ASX Release www.bluescopesteel.com Release Time: IMMEDIATE Date: 15 October 2012

NOTICE OF ANNUAL GENERAL MEETING 2012

The 2012 Annual General Meeting of BlueScope Steel Limited will be held on Thursday 15 November 2012 at the Melbourne Convention and Exhibition Centre commencing at 2.00pm (Melbourne time).

Attached is a copy of the Notice of Annual General Meeting 2012 and accompanying documents which are being sent to shareholders today.

Michael Barron Company Secretary

For further information about BlueScope Steel Limited: www.bluescopesteel.com

CONTACTS

Media Investor Michael Reay Don Watters

Manager Corporate Affairs Vice President Investor Relations For personal use only use personal For BlueScope Steel Limited BlueScope Steel Limited Tel: +61 3 9666 4004 Tel: +61 3 9666 4206 Mobile: +61 (0) 437 862 472 Mobile: +61 (0) 409 806 691 E-mail: [email protected] E-mail: [email protected]

NOTICE OF ANNUAL GENERAL MEETING 2012

OFFICE OF THE CHAIRMAN

15 October 2012

Dear Shareholder I am pleased to invite you, as a shareholder, to attend BlueScope Steel Limited’s 2012 Annual General Meeting. The meeting will be held on Thursday, 15 November 2012 at the Melbourne Convention and Exhibition Centre, 2 Clarendon Street, Southbank, Victoria, commencing at 2.00pm (Melbourne time). Registration desks will be open from 1.00pm. Enclosed is your 2012 Notice of Annual General Meeting together with the following documents: – A personalised proxy form. If you do not intend to attend the meeting, you should complete and return this form in the envelope provided, or fax it to the number noted at the top of the form. Alternatively, instructions on how to lodge your proxy on-line can be found at the BlueScope Steel website www.bluescopesteel.com/investors; – A remuneration summary document, setting out information relating to the Company’s approach to remuneration and key remuneration decisions made by the Board; – A form to elect to receive information on BlueScope Steel including your annual report and meeting documents and/or to elect to receive dividend payment advices by electronic means (e-mail) (Electronic Communications Form); and – A business reply paid envelope, or a return address envelope (if your registered address is outside Australia) for the return of any completed proxy and/or Electronic Communications Form. Please present your proxy form to assist with your registration at the meeting if you will be attending in person and not voting by proxy. The 2012 Annual Report (including the Financial Statements and the reports of the Directors and the auditor for the year ended 30 June 2012) was posted to shareholders who had elected to receive a hard copy and made available on-line at www.bluescopesteel.com/investors/annual-reports on 13 September 2012. The ordinary business of the 2012 Annual General Meeting is to consider the 2012 Annual Report, Remuneration Report and election of Directors. Mr Kevin McCann, Mr Daniel Grollo and Mr Ken Dean will be retiring by rotation and seeking re-election at the meeting. The special business to be considered at the 2012 Annual General Meeting is the grant of share rights to the Managing Director and Chief Executive Offi cer and consolidation of the Company’s share capital. Share consolidation If the share consolidation resolution is approved by shareholders, it is the Company’s intention to implement the consolidation with effect from 19 December 2012 or such other subsequent date that is notifi ed to the ASX by the Company. An ASX announcement outlining the timeline for consolidation will be made following the meeting. Please read carefully the Explanatory Notes to Item 5 in the Notice of Meeting which outline the effect of the consolidation on your shareholding. I look forward to welcoming you to the meeting.

Yours sincerely, For personal use only use personal For

GRAHAM KRAEHE AO CHAIRMAN BlueScope Steel Limited ABN 16 000 011 058

1 NOTICE OF MEETING AND Also, the restrictions do not apply to the Chairman of the – The following addresses and facsimile number are specifi ed for Meeting where the proxy appointment expressly authorises the purposes of receipt of proxy appointments: INFORMATION FOR SHAREHOLDERS the Chairman of the Meeting to exercise an undirected proxy. If a member appoints the Chairman of the Meeting as their Addresses proxy and the member does not direct him how to vote on By hand: the Item, the member acknowledges that the Chairman of BlueScope Steel Share Registry the Meeting may exercise the proxy even if the resolution c/- Link Market Services Limited is connected directly or indirectly with the remuneration of Level 12, 680 George Street a member of the key management personnel. Sydney, NSW, 2000 Notice is given that the 2012 Annual General Meeting of Company into one fully paid ordinary share in the Company The Chairman of the Meeting intends to vote undirected By fax: BlueScope Steel Limited (the Company) will be held at the and that any resulting fractions of a share be rounded up to proxies (where he has been appropriately authorised) Melbourne Convention and Exhibition Centre, 2 Clarendon the next whole number of shares.” in FAVOUR of Item 2 and AGAINST Item 6. Facsimile: +61 (0)2 9287 0309 Street, Southbank, Victoria on Thursday, 15 November 2012 at 2.00pm (Melbourne time). 6. Holding a Special Meeting of Members If you do not wish to appoint the Chairman of the Meeting By mail: (Contingent Item) to vote on Item 2 and Item 6 in the manner indicated BlueScope Steel Share Registry ORDINARY BUSINESS If the condition described below is satisfi ed, to consider and, if above, the Company encourages you to complete the c/- Link Market Services Limited 1. Annual Report thought fi t, pass the following resolution as an ordinary resolution: voting directions in respect of Item 2 and Item 6 in Step 2 Locked Bag A14, Sydney South, NSW, 1235 of the proxy form. To receive and consider the Annual Report, Financial Statements “That, as required by the Corporations Act 2001 (Cth): Electronic proxy voting: and the reports of the Directors and the auditor for the year (a) a meeting of the Company’s members be held within Item 4 – voting restrictions ended 30 June 2012. www.linkmarketservices.com.au 90 days of the date of the 2012 Annual General Meeting The Company will disregard any votes cast on Item 4 by – To be effective, the instrument by which a proxy is appointed 2. Remuneration Report (the spill meeting); Mr O’Malley, or any of his associates. However, the Company need not disregard a vote if the vote is cast by a person as by a member and, if the instrument is signed by the member’s To consider and, if thought fi t, pass the following resolution: (b) all of the Company’s directors who: proxy for a person who is entitled to vote, in accordance attorney, the authority under which the instrument is signed “That the remuneration report, which forms part of the report (i) were directors of the Company when the resolution with the directions on the proxy form. or a certifi ed copy of the authority, must be received by the of the directors for the year ended 30 June 2012, be adopted.” Company at least 48 hours before the meeting. to approve the Directors’ Report for the year ended The Corporations Act also prohibits the Company’s key 30 June 2012 was passed; and Note: The vote on this resolution is advisory only and does management personnel and their closely related parties voting – For more information concerning the appointment of proxies not bind the directors or the Company. (ii) are not a managing director of the Company who may, in as a proxy on resolutions connected directly or indirectly with and the addresses to which proxy forms may be sent, please accordance with the ASX Listing Rules, continue to hold the remuneration of key management personnel (such as Item 4), refer to the proxy form. 3. Election of Directors if the proxy appointment does not specify the way the person offi ce indefi nitely without being re-elected to the offi ce, Corporate representatives (a) Mr Kevin McCann retires by rotation in accordance with is to vote. The prohibition does not apply to the Chairman of cease to hold offi ce immediately before the end of the spill the Company’s Constitution and, being eligible, offers the Meeting as proxy where the proxy appointment expressly – A corporate shareholder may appoint a person to act as its meeting; and himself for re-election. authorises the Chairman of the Meeting to exercise an representative at the meeting by providing the person with: undirected proxy even if the resolution is connected directly (b) Mr Daniel Grollo retires by rotation in accordance with (c) resolutions to appoint persons to offi ces that will be – a letter or certifi cate authorising him or her as the or indirectly with the remuneration of a member of the key the Company’s Constitution and, being eligible, offers vacated immediately before the end of the spill meeting Company’s representative, executed in accordance with management personnel. himself for re-election. be put to the vote at the spill meeting.” the corporate shareholder’s constitution; or Condition for Item 6: The Chairman of the Meeting intends to vote undirected (c) Mr Ken Dean retires by rotation in accordance with the Item 6 will be considered at the Annual – a copy of the resolution appointing the representative, proxies (where the Chairman has been appropriately Company’s Constitution and, being eligible, offers himself General Meeting only if at least 25% of the votes cast on Item certifi ed by a secretary or director of the corporate authorised) in FAVOUR of Item 4. for re-election. 2 (Remuneration Report) are against the adoption of the shareholder. Remuneration Report. The Explanatory Notes further explain If you do not wish to appoint the Chairman of the Meeting to SPECIAL BUSINESS the circumstances in which Item 6 will be put to the meeting. – To be effective, the instrument by which a representative of a vote on Item 4 in the manner indicated above, the Company proxy that is a body corporate is appointed must be received 4. Approval of grant of share rights to the Managing Voting restrictions for key management personnel encourages you to complete the voting directions in by the Company at least 48 hours before the meeting. Director and Chief Executive Offi cer and closely related parties respect of Item 4 in Step 2 of the proxy form. VOTING ENTITLEMENTS To consider and, if thought fi t, to pass the following resolution Item 2 and Item 6 – voting restrictions Proxy information as an ordinary resolution: – The Board has determined that for the purposes of the meeting, The Corporations Act 2001 (Cth) (Corporations Act) imposes – A member who is entitled to attend and cast a vote at the shares will be taken to be held by those persons recorded on “The grant of share rights to the Managing Director and Chief restrictions on: 2012 Annual General Meeting may appoint a proxy. the Company’s share register as at 7.00pm (Melbourne time) Executive Offi cer, Mr Paul O’Malley, under the Long Term on Tuesday, 13 November 2012. Incentive Plan as described in the Explanatory Notes to this – Directors and other key management personnel (as defi ned – A proxy need not be a member and can be an individual or Notice of 2012 Annual General Meeting be approved for all in the Corporations Act) of the Company; and a body corporate. By order of the Board purposes, including for the purpose of ASX Listing Rule 10.14.” – their closely related parties (as defi ned in the Corporations Act), – A body corporate appointed as a member’s proxy may appoint Michael Barron, Company Secretary a representative to exercise any of the powers the body may For personal use only use personal For 5. Share Consolidation voting in any capacity (eg as a shareholder, proxy or corporate Melbourne, 15 October 2012 exercise as a proxy at the general meeting (see “Corporate representative) on Item 2 and Item 6. This restriction does not To consider and, if thought fi t, pass the following resolution representatives” below). as an ordinary resolution: apply if the person has been appointed as a proxy by writing that specifi es how the proxy is to vote on the Item, provided – A member who is entitled to cast 2 or more votes may appoint “That with effect from 19 December 2012 (or such other that the person who appointed the proxy is not themselves a 2 proxies and may specify the proportion or number of votes subsequent date that is notifi ed to the ASX by the Company) person subject to the restriction. The Remuneration Report each proxy is appointed to exercise. the share capital of the Company will be consolidated through identifi es the Company’s key management personnel for the the conversion of every 6 fully paid ordinary shares in the fi nancial year to 30 June 2012.

2 3 EXPLANATORY NOTES Daniel Grollo, Non-Executive Director (Independent) Proposed grant of Share Rights Age 42 Subject to the Board considering (in its absolute discretion) Director since: September 2006 that a grant is appropriate, Mr O’Malley may be granted Chief Executive Offi cer of Grocon Pty Ltd, Australia’s largest Share Rights on the following dates: privately owned development and construction company. – Share Rights with an effective date of 1 September 2013 He is a Director of the Green Building Council of Australia and (2013 Award); has previously been a Director and National President of the Property Council of Australia. – Share Rights with an effective date of 1 September 2014 (2014 Award). He brings extensive knowledge of the property, building and This information forms part of the Notice of Meeting. ITEM 3. CANDIDATES FOR ELECTION AS DIRECTORS construction industries to the Board. In March 2012, Mr Grollo If an award of Share Rights is made to Mr O’Malley, the number Mr McCann, Mr Grollo and Mr Dean retire by rotation. Each of ITEM 1. ANNUAL REPORT was appointed as Chair of the Health, Safety and Environment of Share Rights awarded would be the number determined by these Directors, being eligible, offers themself for re-election. The Annual Report, Financial Statements and the reports of Committee. dividing a specifi ed percentage of Mr O’Malley’s base salary the Directors and the auditor for the year ended 30 June 2012 Other members of the Board support the re-election of at 1 September of the relevant year (ie 2013 or 2014), by the Ken Dean, Non-Executive Director (Independent) VWAP will be presented for consideration. Mr McCann, Mr Grollo and Mr Dean. volume weighted average price ( ) of the Company’s Age 59, BCom (Hons), FCPA, FAICD shares traded on ASX for the 3 months up to and including These documents are accessible on the Company’s website Biographical information on Messrs McCann, Grollo and Dean Director since: April 2009 31 August of the relevant year (the day before the start of the http://www.bluescopesteel.com/go/investors/annual-reports. is set out below. Additionally, information on the process and Mr Dean has been a Director of since February relevant performance period). The specifi ed percentage will criteria for determining the independence of Messrs McCann, 2005 and has held past directorships with Alcoa of Australia be determined by the Board and will not exceed 155%. ITEM 2. REMUNERATION REPORT Grollo and Dean for the purposes of the ASX Corporate Limited, Limited and The Remuneration Report forms part of the Directors’ Governance Council’s Corporate Governance Principles and Limited. In July 2012 he was appointed as a non-executive Under ASX Listing Rule 10.14, shareholder approval is required Report, and is included in the Company’s Annual Report Recommendations, is contained in the Company’s Corporate director of TRUenergy Holdings Pty Ltd. before Mr O’Malley can acquire shares in the Company under for the year ended 30 June 2012. The Remuneration Report Governance Statement, which forms part of the Annual Report. the Long Term Incentive Plan. Mr Dean spent more than 30 years in a variety of senior is also available on the Company’s website The Board has conducted an assessment of the individual management roles with Shell in Australia and the United Share Rights http://www.bluescopesteel.com/go/investors/annual-reports. contributions of Messrs McCann, Grollo and Dean. Kingdom. His last position with Shell, which he held for fi ve Subject to the rules of the Long Term Incentive Plan, each The Remuneration Report: Kevin McCann AM, Non-Executive Director (Independent) years, was as Chief Executive Offi cer of Shell Finance Services Share Right would entitle Mr O’Malley to be provided with Age 71, BA LLB (Hons), LLM – explains the Company’s remuneration policy and its based in London. Upon his return to Australia in 2005, he was one fully paid ordinary share in the Company upon vesting. Director since: May 2002 Chief Financial Offi cer of , a position from which relationship with the Company’s performance; No amount is payable by Mr O’Malley in respect of the award he resigned in 2009 to focus on non-executive directorship roles. Mr McCann is Chairman of Ltd and Macquarie of Share Rights, or the exercise of a Share Right, under the – contains the remuneration details of the Directors and the Bank Ltd and has been on the Board of those companies since other key management personnel of the Company; He brings extensive international fi nancial and commercial Long Term Incentive Plan. Mr O’Malley will be liable for income August 2007 and December 1996 respectively. He is also experience to the Board and to his role as Chair of the Audit tax in respect of the Share Rights in accordance with – explains the incentive arrangements in place for the Chairman of Ltd (since February 2000). Mr McCann and Risk Committee. applicable tax laws. No fi nancial assistance is, or will be, Company’s employees; and is a director of the Australian Institute of Company Directors provided by the Company to Mr O’Malley in respect of the tax (AICD) and is a member of the AICD Corporate Governance ITEM 4. APPROVAL OF GRANT OF SHARE RIGHTS TO THE liability arising from the award or exercise of the Share Rights. – responds to comments made on the 2011 Remuneration Report Committee and President of the NSW Advisory Council. He is a MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER at the 2011 AGM. Fellow of the Senate of the University of Sydney and a director It is proposed that, subject to Board approval, Mr Paul O’Malley, Vesting of Share Rights Included with this Notice of Meeting is a Remuneration of the University of Sydney United States Studies Centre. the Managing Director and Chief Executive Offi cer of the Except in limited circumstances mentioned below, Share Rights Summary document which was also included in the Company’s Community activities include Chairman of the National Library Company, be awarded performance rights to acquire fully would vest only to the extent that the Total Shareholder Return Annual Report. This sets out information in relation to the of Australia Foundation. paid ordinary shares in the Company (Share Rights) upon (TSR) performance condition set out below is met and the Company’s approach to remuneration and key remuneration- Former Chairman of the Sydney Harbour Federation Trust, satisfaction of the performance hurdles under the Company’s Company’s share price is above $0.40 (adjusted for changes related decisions made by the Board. Chairman of ING Management Limited from September 2010 Long Term Incentive Plan. Full details of the terms and to share capital). Vesting will depend on a comparison of the Shareholders should note that whilst the vote on this item is to June 2011 and Director of the Sydney Harbour Conservancy conditions of the offer as currently proposed are contained Company’s TSR performance relative to the TSR performance advisory only, if 25% or more of the votes cast on this item are from January 2010 to September 2010. He also served as below including the performance criteria to be satisfi ed prior of the comparator group over the performance period. to the vesting of any Share Rights. against adopting the Remuneration Report, a vote on Item 6 Chairman of Ltd from May 1994 to October 2008 The comparator group will consist of the companies in the (spill resolution) will be required to be put to the meeting. and as a Member of the Takeovers Panel and the Defence The Share Rights, if granted, would form part of Mr O’Malley’s ASX/S&P 100 index as at 1 September of the relevant year The operation and consequences of a spill resolution are Procurement Advisory Board. He has served on the Boards of long term incentive arrangements which are designed to align of the award. set out under Item 6 below. Pioneer International Limited, Limited and the State Rail Mr O’Malley’s interests with those of shareholders, with the TSR is, broadly speaking, share price growth plus dividends Authority of New South Wales and as a member of the Council effect that rewards will be provided to Mr O’Malley in line The Directors unanimously recommend that you vote in favour reinvested. Accordingly, the Company’s TSR performance of the National Library of Australia. with the Company’s long term performance. of this advisory resolution. ranking against the TSR performance of the comparator group Former Chairman of Partners of Allens Arthur Robinson, Board’s discretion at the end of the relevant performance periods will determine a national and international Australian law fi rm, and a partner the number of Share Rights (if any) that are exercised by him. of the fi rm from 1970 until June 2004. He brings extensive Whether the Board grants Mr O’Malley Share Rights pursuant For personal use only use personal For commercial experience as a Chairman and director and former to this resolution will be based on an assessment conducted The TSR performance condition provides that no Share Rights Chairman and director of major listed companies and deep by the Board taking into account Mr O’Malley’s performance vest until the Company’s relative TSR performance reaches the corporate governance and legal expertise to the Board. and that a discretionary long term incentive award for senior 51st percentile. At the 51st percentile, 40% of Share Rights executives (including Mr O’Malley) is currently a key component vest. Above the 51st percentile, the number of Share Rights of the Company’s overall remuneration structure. The grant of that vest will be prorated between the 51st percentile and the Share Rights is not automatic. 75th percentile. At the 75th percentile (or above), 100% of Share Rights vest. There will be no retesting and any Share Rights that do not satisfy the performance conditions at the end of the performance period will lapse. 4 5 Exercise and Lapse of Share Rights Additional Information Reasons for the consolidation Other information If a Share Right vests, it is exercised automatically and In accordance with the ASX Listing Rules and the Corporations The Company has a very large number of shares on issue Where the consolidation of a shareholder’s holding results Mr O’Malley will be provided with a fully paid ordinary share Act, the following additional information is provided concerning (approx. 3.35 billion) following its demerger from BHP Billiton in an entitlement to a fraction of a share, the fraction will in the Company. Shares would be acquired for Mr O’Malley the Share Rights to be awarded to Mr O’Malley under the Limited in 2002 and equity based capital raisings undertaken be rounded up to the nearest whole number of shares. If the by the trustee of the Long Term Incentive Plan trust by way Company’s Long Term Incentive Plan: in 2009 and 2011. The number of shares is disproportionate to Company reasonably believes that a shareholder has been a of subscription for new shares or on-market purchase with other S&P/ASX 200 companies, so the Company proposes to party to the division of a shareholding in an attempt to obtain – Mr O’Malley is the only Director who is entitled to participate funds provided by the Company. reduce this number by way of this share consolidation. an advantage from this treatment of fractions, the Company in the Long Term Incentive Plan. Mr O’Malley was not awarded may take appropriate action, having regard as appropriate to For the 2013 Award, the performance period starts on any Share Rights in September 2011 even though an award was Effect of the consolidation the terms of the Company’s constitution and the ASX Listing 1 September 2013 and ends on 31 August 2016. For the 2014 approved by shareholders at the 2010 Annual General Meeting. If the proposed share consolidation is approved by shareholders, Rules. In particular, the Company reserves the right to Award, the performance period starts on 1 September 2014 Mr O’Malley was awarded 1,200,220 Share Rights on 30 the number of the Company’s shares on issue will be reduced disregard the division of the shareholder for the purposes and ends on 31 August 2017. November 2010. It is proposed that Mr O’Malley will receive from approximately 3.35 billion to approximately 558 million. of dealing with fractions so as to round up any fraction to Share Rights for the current fi nancial year (2012/13) pursuant the nearest whole number of shares that would have been Ceasing employment to the approval given by shareholders at the 2010 Annual As the consolidation applies equally to all of the Company’s received but for the division. Unvested Share Rights will lapse if Mr O’Malley ceases to General Meeting on the terms approved by shareholders. shareholders, individual shareholdings will be reduced in the be employed because of termination for cause. There will, however, be an additional performance hurdle that same ratio as the total number of the Company’s shares Having regard to the rules of the Company’s incentive plans (subject only to the rounding of fractions). It follows that the Unvested Share Rights lapse if Mr O’Malley resigns, subject the BlueScope Steel share price is at least 40 cents per share and the ASX Listing Rules, all share rights on issue at the date consolidation will have no material effect on the percentage to the discretion of the Board to decide that the number of (adjusted to take account of the proposed share consolidation, if of the share consolidation will either be consolidated on the interest of each individual shareholder in the Company. unvested Share Rights that are to lapse is to be prorated to approved by shareholders at the 2012 Annual General Meeting). same basis as the Company’s ordinary shares or the terms Therefore, if a shareholder currently has 3,350,000 shares, adjusted, so that the number of ordinary shares to be provided refl ect his period of service during the relevant performance – There is no loan scheme in relation to the Long Term Incentive representing approximately 0.1% of the Company’s issued if the share rights vest will refl ect the impact of share period and that those Share Rights will vest only if and when Plan (or Share Rights awarded under it). capital, then if the share consolidation is approved and the relevant performance hurdles are satisfi ed. consolidation, with the necessary adjustments to be made – Any Share Rights to be granted to Mr O’Malley under the implemented, the shareholder will have 558,333 shares to any applicable exercise price. If Mr O’Malley ceases to be employed because of death or Long Term Incentive Plan will be granted at the time referred to following the consolidation, still representing the same 0.1% Other than as set out in the Notice of Meeting, and other than disability, all his unvested Share Rights would vest. Vesting in above, and in any event will be no later than 14 November 2015. of the Company’s issued capital. these circumstances would occur without regard to performance information previously disclosed to the shareholders of the Details of any Share Rights awarded and provided to Similarly, the aggregate value of each shareholder’s holding hurdles. Shareholder approval for the Vesting of Share Rights – Company, there is no other information that is known to the Mr O’Malley under the Long Term Incentive Plan will be published (and the Company’s market capitalisation) should not materially to the extent a termination benefi t is provided in these Directors which may reasonably be expected to be material in each annual report of the Company relating to a period in change – other than minor changes as a result of rounding – circumstances, was obtained at the 2010 Annual General Meeting. to the making of a decision by the Company’s shareholders which Share Rights have been issued, and that approval for the as a result of the share consolidation alone (and assuming no whether or not to vote in favour of the share consolidation. In the event of agreed retirement or redundancy, the number issue of securities was obtained under ASX Listing Rule 10.14. other market movement or impacts occur). However, the price of unvested Share Rights would be reduced pro rata to refl ect per share can be expected to increase to refl ect the reduced Directors’ recommendation – Any additional person who becomes entitled to participate in the the period of service during the relevant performance period. number of shares on issue. The Board unanimously recommends that shareholders vote Long Term Incentive Plan after this resolution is passed and who That reduced number of Share Rights would vest only if and in favour of Item 5. was not named in the Notice of Meeting will not participate when the relevant performance hurdles are satisfi ed. Tax implications for shareholders of the Company until approval is obtained under ASX Listing Rule 10.14. Shareholders are encouraged to seek and rely only on their ITEM 6. HOLDING A SPECIAL MEETING OF MEMBERS Change of control (CONTINGENT ITEM) Directors’ Recommendation own professional advice in relation to their tax position. If, at any time while there are Share Rights which have not Neither the Company or any of its offi cers, employees or At last year’s Annual General Meeting, more than 25% of the The Directors (other than Mr O’Malley) recommend that lapsed or been exercised, a takeover bid is made to acquire the advisors assumes any liability or responsibility for advising votes cast on the resolution to adopt the Remuneration Report shareholders vote in favour of Item 4. Being the recipient of whole of the issued ordinary share capital of the Company or a shareholders about the tax consequences for them from the were against adopting the report. the proposed award, it is not appropriate for Mr O’Malley to transaction is announced by the Company which, if implemented, proposed share consolidation. make a recommendation. If 25% or more of the votes cast on Item 2 are against adopting would result in a person acquiring more than 50% of the The share consolidation will occur through the conversion of the remuneration report at this year’s Annual General Meeting, issued shares in the Company, then the Board may permit the ITEM 5. SHARE CONSOLIDATION every 6 ordinary shares in the Company into one ordinary share Item 6 will be put to the meeting and voted on as required by Share Rights to vest provided the performance hurdles have The Company proposes to consolidate its share capital through in the Company. No capital gains tax (CGT) event is expected section 250V of the Corporations Act (a spill resolution). been met at that time and must permit the Share Rights to vest the conversion of every 6 ordinary shares in the Company into to occur as a result of the share consolidation and therefore if a person acquires more than 50% of the issued share capital The spill resolution is to be considered as an ordinary resolution. one ordinary share in the Company. there should be no taxation implications arising for the of the Company provided that the performance hurdles have Company’s shareholders. Shareholders should note that if the spill resolution is passed: b e e n s a t i s fi e d . Under section 254H of the Corporations Act, a company may consolidate its shares if the consolidation is approved by an If a shareholder acquired 120,000 shares for a total of $60,000 (a) the Company will be required to convene a general meeting Annual Remuneration Strategy Review ordinary resolution of shareholders at a general meeting. @ 50 cents each, after the share consolidation, the CGT cost of members to be held within 90 days of the date of the Each year the Remuneration and Organisation Committee of If the consolidation is approved, it is anticipated that trading base of the 20,000 shares will become $3 per share. The total 2012 Annual General Meeting (the spill meeting); and the Board reviews the Company’s remuneration structure and in consolidated shares on a deferred settlement basis will CGT cost base will remain $60,000. (b) with the exception of a managing director of the Company, strategy taking into account developments in the market to commence on 7 December 2012, with the consolidation taking all of the Company’s directors who were directors of the of ensure that it remains consistent with the “Key Principles” effect from 19 December 2012 (or such other subsequent date

For personal use only use personal For the Company when the resolution to approve the Directors’ of the Company’s remuneration framework (most recently set as notifi ed by the Company to the ASX) in accordance with the Report for the year ended 30 June 2012 was passed (the out in the 2012 Remuneration Report). If, following a review, timetable which will be announced to the ASX closer to that date. Relevant Directors) will cease to hold offi ce immediately it is proposed to materially change the terms of the proposed before the end of the spill meeting. award of Share Rights to Mr O’Malley, further approval would be sought from shareholders (if required). Each Relevant Director is eligible, but not required, to seek re-election as a director of the Company at the spill meeting.

6 7 PEDESTRIAN BRIDGE ANNUAL GENERAL YARRA RIVER CLARENDON STREET MEETING LOCATION

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8 As BlueScope’s overall fi nancial performance did not reach the is signifi cantly less than FY 2011 for all KMP. The total cash STI REMUNERATION SUMMARY required threshold established by the Board of an underlying profi t awards in aggregate for the MD & CEO and all KMP Executives for the 2nd half of the fi nancial year, no STI is payable for Company for FY 2012 was $994,476 compared to $3,051,813 for FY 2011. (UNAUDITED) Financials which make up 25% of total STI opportunity at target. 2012 The Company’s safety LTIFR performance for the year did not meet iii) Long Term Incentive (LTI) the required hurdle. Accordingly, no STI is payable for safety For FY 2012, as the usual timing of the LTI award for all executives performance which makes up 5% of STI opportunity at target. including KMP Executives coincided with the capital raising initiative, For KMP Executives who achieved quantifi ed results which the Board deferred this award until 1 February 2012. Share rights otherwise would have warranted higher STI, awards have been were issued at 41.4 cents. At the same time, the Board tightened capped at 60% of target (36% of base pay) if they did not achieve LTI award conditions as follows: underlying EBIT targets. – Eliminated retesting by making share rights awarded in FY 2012 1. INTRODUCTION 2. CONTEXT STI awards were made for achievement of positive EBIT fi nancial subject to a single performance hurdle test on 1 February 2015; Over the last two years, BlueScope’s remuneration system has been Board decisions in regard to the remuneration of the MD & CEO and objectives, achieving outstanding cashfl ow results and implementation – Reduced the number of share rights that will vest at the 51st under severe pressure from two competing interests; shareholders senior executives have been made in the context of the challenging of fundamental restructuring initiatives to underpin a turnaround in percentile of relative ASX 100 TSR from 52% to 40%; and who want executive remuneration reduced, refl ecting their experience circumstances faced by BlueScope operating in an industry of no dividends and a signifi cant decline in share price and talented undergoing massive structural change and at a cyclical low. company fi nancial performance. – Established a one year trading lock for any share rights that do vest. executives who are tempted by opportunities in less structurally These circumstances which have particularly affected our In addition, KMP Executives will have half of their STI cash awards In relation to FY 2013, the Board will halve the value of LTI that would challenged industries where remuneration prospects are greater. Australian businesses include: withheld, and delivered as restricted shares. These will lapse if the normally be awarded, and the quantum of share rights will be set to KMP Executive resigns or is terminated for cause within 12 months. refl ect, as a minimum, the 40 cent capital raising price. In addition, The BlueScope Board understands and acknowledges the issues 1. Historically high iron ore and coking coal prices; No dividends will be payable during the period of the holding lock. we have increased the trading lock over vested share rights from raised by shareholders in relation to executive remuneration. 2. Surplus global steelmaking capacity resulting in depressed prices Also, the Chief Executive BANZ will have 100% of his STI award one to two years. The same tighter TSR hurdle introduced for FY 2012 The Board also believes it is in both shareholder and Company for steel exports; interests that our executive remuneration policy assists to retain withheld and delivered in deferred equity. Half may be released will also be applied, together with a minimum 40 cent share price for 3. Increased penetration of imports attracted by the high A$; and early if certain H1 FY 2013 objectives are achieved. vesting and with no re-testing. the Managing Director & Chief Executive Offi cer (MD&CEO) and the Key Management Personnel (KMP) Executives because they 4. Reduced domestic sales due to sluggish demand from the Details of awards to individual KMP are summarised below: iv) Retention Equity are best placed to lead the Company through the major structural construction and manufacturing sectors. challenges facing the industry. – Mark Vassella, and the corporate team of Charlie Elias, Ian Cummin In times of specifi c need the Board has awarded retention shares to While our Australian businesses are under severe pressure, and Michael Barron delivered the Australian restructure including: a limited number of executives throughout the Company, where their In the Remuneration Report last year, the Board informed BlueScope’s businesses in Asia are profi table and continue – Achieving targeted fi xed cost reductions of $315m; retention is particularly critical to the successful delivery of business shareholders of the intention to conduct a comprehensive review to be well positioned in this fast growing region of the world. strategy. As the Board stated in last year’s Remuneration Report, of the Company’s executive remuneration policies. As part of – Containing restructure costs to $380 million, below the budgeted These differences in business environments require an appropriate in light of the major restructure of the business 8 KMP Executives this review, the Chairman of the Remuneration and Organisation range of $400-$500m; remuneration response. (not including the MD & CEO) were awarded retention shares. These Committee, Ms Diane Grady, and another Independent Committee Management and employees across BlueScope have responded to – Releasing working capital of $583 million between October 2011 will lapse if resignation occurs before 30 June 2014. As a condition member, Ms Penny Bingham-Hall, met with over twenty of the these pressures by restructuring the business and undertaking a to June 2012, after adjusting for the timing of certain year end of the award of retention shares, the KMP Executives agreed to vary Company’s larger shareholders, corporate governance advisory signifi cant change program across all of the Company’s operations. cashfl ows, better than the expected range of $400-500m; their employment contracts to reduce any future severance payment. bodies and the Australian Shareholders’ Association to obtain As a result of this restructure the number of KMP Executives has feedback in relation to proposals developed by the Board. Those – Negotiating positive outcomes for major contract renegotiations; and The award of retention shares has been successful in retaining the been reduced from 10 to 8. Major achievements in FY 2012 included: discussions were very valuable and suggestions have been – Signifi cantly reducing exposure to loss-making export sales. participating executives. As the Company is part way through a Outstanding cash fl ow management to outperform challenging debt signifi cant restructure, in FY 2013 the Board has reduced the LTI incorporated in the remuneration structure described below. – In addition, the corporate team managed the sale of Metl-Span at reduction targets; an attractive multiple, a signifi cant initiative contributing to the award to KMP Executives by half the fair value and diverted this Some of the more notable decisions include: – The injury free shutdown of 2.6 million tonnes of export steel-making reduction in net debt. value to KMP Executives in the form of retention rights. Retention – Reducing the MD & CEO’s remuneration by 52% in FY 2012 due to capacity with the closure of a blast furnace, a coke oven, one rights will have a retention hurdle of three years from the time of no Short Term Incentive (STI) or Long Term Incentive (LTI) awards; – Sanjay Dayal – Delivered business unit threshold EBIT and stretch the award. These will lapse in circumstances of resignation or hot-strip mill, and the moth-balling of a metal coating line – cashfl ow objectives for the ASEAN business, including restructuring termination for cause. This change sees no increase in cost to – Again freezing the MD & CEO’s base salary to his 2010 level, and achieved within 7 weeks and below budgeted cost; maintaining this freeze during FY 2013; the cost base of the Asian building products businesses. shareholders. It is not envisioned that this retention rights structure – The sale of the Company’s insulated panels business in North – Bob Moore – Delivered business unit EBIT and cashfl ow objectives, will continue after FY 2013. – Withholding at least 50% of total STI awards by KMP Executives America, Metl-Span, at an attractive price; as deferred equity with a one year trading lock; including improving the profi tability of the coated business in China The Board recognises that the agreed remuneration for KMP – The negotiation of the Steel Transformation Plan resulting in an by both expanding sales channels and sourcing lower cost feed. Executives in FY 2012 will be examined closely by shareholders; – Paying signifi cantly lower cash STI in aggregate for the MD & CEO advance of $100m from the Australian Government to BlueScope In addition, established the Global Buildings Solutions business by however, we knew such intervention was urgent and necessary to and all KMP Executives ($994,476 compared to $3,051,813 for FY 2011); (the STP income has been specifi cally excluded from all calculations merging the US, China, ASEAN and Australian buildings solutions safeguard the successful restructure of the businesses in Australia – Tightening LTI award conditions by: relating to STI awards); businesses into a single group with a lower cost structure. and overseas. As a result of the changes described above, – Eliminating retesting; – Capturing more value from the Company’s own reserves of NZ iron – Keith Mitchelhill – Rationalised the US buildings footprint achieving executives will have approximately 43% of their total remuneration sands by incorporating this lower cost raw material into the Port – Imposing a two year trading lock on awards that vest; and break-even run rate at volumes almost half pre-GFC levels delivering paid in deferred equity. These proposed changes, particularly Kembla feed-stock blend and by signifi cantly increasing our iron a signifi cant underlying EBIT improvement versus FY 2011. reducing the cash opportunity will be challenging for executives. – Reducing payment at the 51st percentile of TSR to 40%; sands export capacity; and However, we believe this approach represents a balance between – Pat Finan – Established the global sales and marketing function for the – Using the capital raising price of 40 cents as a minimum to – Consolidating businesses which formerly comprised six divisions the concerns of shareholders and the need to retain the KMP Global Buildings Solutions business, delivering stretch sales revenue determine the quantum of share rights offered to KMP Executives into four: with new global accounts and enabling signifi cant engineering cost Executives by offering fair reward for achievement. for the FY 2013 LTI award and the addition of a hurdle that the reductions through the introduction of BlueScope’s proprietary Vision – A Global Building Products business which operates the largest 5. SUMMARY FY 2013 LTI award will not vest unless the share price at the end Engineering system in Vietnam and Thailand. In addition, restructured integrated network of sales and manufacturing operations around

For personal use only use personal For of the vesting period is at least 40 cents; and the Australian solutions business to achieve positive underlying run The Board has considered in detail the complex issues relating to the Pacifi c Basin; – Restructuring the organisation from 6 into 4 divisions thereby rate and divested the Australian urban water business. executive remuneration in a business undergoing major structural – A Global Building Solutions business to deliver growth in the change. The MD & CEO supports the additional restrictions placed on reducing the number of KMP Executives and the total cost of their Due to outstanding achievements in cash delivery and debt pre-engineered steel building market through low cost design and his remuneration this year to refl ect the performance of the Company. fi xed remuneration. reduction, overall STI awards are higher than FY 2011. However, manufacturing coupled with dedicated account management However, the Board has balanced this against the need to retain key because half of the total STI awards has been withheld and serving multi-national customers; capable leaders who have a critical contribution to make to return the delivered in shares which will lapse in the event the executive Company to profi tability. We ask shareholders to understand and – A single Australian and New Zealand business called BlueScope resigns or is dismissed for cause within 12 months, and the MD respect the approach we have taken to remuneration, and look ANZ, that better aligns our manufacturing, sales and distribution & CEO did not receive an STI, the payment of cash STI awards forward to a positive vote in favour of this Report. operations to our customers and will be more responsive to tough markets, with a signifi cant lowering of our total cost base; and

4 1 – A profi table joint venture with Cargill – North Star BlueScope The Board believes management has performed well in extremely 3. MD & CEO REMUNERATION The MD & CEO will receive share rights for FY 2013 under the Steel – which is the 5th largest producer by volume of hot rolled diffi cult business conditions. While some businesses have delivered The Board, with the full support of the MD & CEO, has signifi cantly existing terms of his LTI plan, as approved by shareholders at the coil in North America. good fi nancial results and there has been signifi cant progress in reduced the MD & CEO’s total remuneration package for FY 2012. AGM in 2010. However, notwithstanding the relative performance A key issue for the Board has been selecting the appropriate peer restructuring the total organisation, the Company overall has not No salary increase, no LTI and no STI awards have resulted in a of share rights awarded in FY 2013 under the approved performance group for remuneration benchmarking. In the Board’s view using made a profi t and has not resumed paying dividends. Both of these 52% year on year reduction in his remuneration. As a result, the hurdles, the MD & CEO has agreed that in addition to the relative market capitalisation as the sole comparison is not appropriate for factors have been considered in determining executive remuneration. MD & CEO’s total remuneration will be down from $4,156,129 in total shareholder return hurdle, no share rights will vest unless the establishing BlueScope’s remuneration benchmarks because it The Board considers it particularly important in the transformation 2011 to $1,995,000 for 2012. share price is at least 40 cents, the price offered to shareholders at the time of the capital raising in November 2011. would lead to unmanageable fl uctuations in executive remuneration program underway in BlueScope to pay STI to KMP Executives for The following table summarises the reduction in Mr O’Malley’s and does not refl ect our belief in BlueScope’s future. A recent Ernst delivering outstanding quantifi ed results even if the Company as a remuneration from FY 2011 to FY 2012. Shareholders will be asked to approve a new LTI plan for the MD & & Young paper, ‘Rethinking market practice’, May 2012 advocates whole is not yet profi table. At the same time we have signifi cantly CEO to apply in FY 2014 and FY 2015 which will have a fi ve year the need for companies to establish the ‘right’ market to support reduced the cash component of executive remuneration and FY 2012 period from the date of the award of share rights before vested remuneration governance. We believe the peer group shown in ACTUAL FY 2011 increased the deferred equity component of incentives. This will $ $ shares can be accessed. The new LTI plan will be more restrictive Table A below is refl ective of the size and complexity of BlueScope. allow us to both retain and recognise executives for their than the current plan with the removal of re-testing, a reduction in In choosing this peer group we have taken into account revenue, achievements as well as reinforce the alignment between future Base pay including 1,995,000 1,995,000 the number of shares that will vest at the 51st percentile of relative number of employees, number of geographies, industry similarities shareholder value and executive reward. superannuation ASX100 TSR performance from 52% to 40%, and a requirement to and market capitalisation. The Board and management believe that at this stage in a major STI paid Nil 720,865 hold any shares that do vest after 3 years for a further period of 2 years. Share rights are not eligible for dividends until they vest. transition process these measures are an appropriate balance of Total take 1,995,000 2,715,865 the need for incentive, retention, shareholder alignment and Share rights would be awarded using the current formula of 155% home pay executive accountability. It is expected that once the Company of base pay per annum. This percentage was agreed when the has returned to profi tability, there will be further adjustments LTI potential Nil 1,440,264* MD & CEO’s initial contract was signed and at that time refl ected to the remuneration system. Total remuneration 1,995,000 4,156,129 an increased weighting to LTI and a reduced weighting of his STI. Key remuneration decisions during the year are outlined on the In considering remuneration for the MD & CEO, the Board focuses Reduction in total 52% on total remuneration relative to the peer group recognizing the following pages. remuneration mix at BlueScope is more skewed toward the long term. from FY 2011 With this remuneration structure, 56% of the MD & CEO’s potential TABLE A: BLUESCOPE STEEL BENCHMARKING PEER GROUP Actual 41% remuneration for FY 2013 would be at risk in deferred equity. remuneration MARKET CAP MARKET CAP 4. KMP EXECUTIVE REMUNERATION AVERAGE PAST AVERAGE PAST MULTIPLE received as MARKET CAP 3 YEARS TO 5 YEARS TO GEOGRAPHIES The Board, with the support of the MD & CEO and KMP Executives COMPANY REVENUE EMPLOYEES 23-MAR-2012 23-MAR-2012 23-MAR-2012 Y/N a % of target implemented the following measures in relation to KMP Executive remuneration Adelaide Brighton 1,100 1,600 1,845 1,800 1,774 N remuneration for FY 2012 and FY 2013.

Amcor 12,000 33,000 8,640 7,525 6,728 Y *Note: while the MD & CEO is unlikely to receive any value from the FY 2011 LTI which i) Base Pay Asciano 3,056 7,172 4,662 4,382 n.a. N was awarded at $2.26, shareholders have incurred the cost as accounting standards There have been some signifi cant base pay increases during FY 2012 require this fair value expense to be taken through the P&L. 4,700 15,200 3,061 3,132 3,356 Y refl ecting the restructure of the business and our need to retain A summary of the decisions made for FY 2012 and FY 2013 are remaining KMP Executives to lead major strategic initiatives. Brambles 4,672 17,000 10,245 9,640 11,412 Y as follows: There will be no “across-the-board” base pay increase for all KMP Coca Cola Amatil 4,500 15,000 9,031 8,340 7,654 Y Executives for FY 2013. Examples of increased responsibilities are i) Base Pay Caltex 22,105 4,000 3,707 3,215 3,682 N outlined below: The Board has determined that base pay is appropriately positioned CSR 1,914 4,000 903 2,042 2,294 Y – Mr Mark Vassella was promoted to the new role of Chief Executive at about the 60th percentile relative to the selected peer group as – BlueScope Australia & New Zealand which comprises responsibility Downer 6,975 21,000 1,673 1,854 1,879 Y of April 2012. Consequently, the MD & CEO has not had a salary for businesses previously led by Mr Noel Cornish, Mr Paul O’Keefe Fletcher 7,416 20,000 3,619 3,766 3,807 Y increase in FY 2012. Furthermore, the MD & CEO’s base pay will and Mr Keith Mitchelhill. His base pay increased to $1,000,000; be frozen during FY 2013. 3,906 5,000 5,065 5,442 5,489 Y – Mr Sanjay Dayal had his salary increased to $880,000 in recognition of the additional responsibilities arising from the establishment of James Hardie 1,200 2,500 3,349 2,759 2,757 Y ii) Short Term Incentive (STI) the Building Products business unit comprising a combination of the Leighton 19,400 51,000 7,793 8,894 10,004 Y Although the MD & CEO has led the Company to achieve the targets ASEAN and Indian businesses and the Steelscape and ASC Profi les set by the Board in relation to reduction in debt, cash management businesses on the US West Coast; and Lend Lease 5,099 17,000 4,191 4,367 4,789 Y and Company restructuring, the MD & CEO’s STI for FY 2012 will be 6,182 14,000 9,647 8,851 8,592 Y zero in view of EBIT performance. – Mr Bob Moore, Chief Executive China, had his salary increased to $700,000 with effect from 1 July 2012 refl ecting the increased Arrium (formerly OneSteel) 7,133 11,000 1,678 3,233 3,741 Y STI objectives for FY 2013 at target are based on the achievement of responsibilities in leading the Company’s pre-engineered steel Sims 8,900 6,500 3,022 3,729 3,887 Y a major strategic transformational initiative; delivery of a positive building businesses stretching from North America across China, underlying profi t; and top quartile TSR performance relative to the Toll 8,225 45,000 4,116 4,388 5,397 Y Asia, India, the Middle East and Australia. ASX 100. Details of the targets and results will be disclosed to T r a n s fi e l d 4,000 27,000 1,336 1,491 1,657 Y shareholders in the FY 2013 Remuneration Report. If any STI is ii) Short Term Incentive (STI) Parsons 5,904 37,800 7,225 6,228 6,665 Y awarded it will be delivered equally in cash and equity. The equity STI objectives are set and approved by the Board at the beginning For personal use only use personal For will be subject to a 12 month trading lock and will lapse on Median 5,502 15,100 3,912 4,067 3,887 of each fi nancial year and include measurable objectives for results termination due to resignation or for cause. achieved in fi nancial, safety, operational excellence and strategic BSL 9,112 18,344 1,323 3,500 4,763 Y The quantum of the MD & CEO’s potential STI at target is 80% of projects. At the end of each year achievements are assessed by the BSL Ranking (Total 21) 4 8 20 13 10 base pay and 120% at stretch. Remuneration and Organisation Committee. Payments have only been made for quantifi ed results. Potential STI payments for KMP Source: iii) Long Term Incentive (LTI) Executives at target are 60% of base salary and at stretch are 1. Revenue, employees and geographies sourced from 2011 annual reports. The MD & CEO did not receive any LTI share rights in FY 2012 in 90% of base salary. All executives have at least 50% weighting to 2. Peer Group market cap data as at 23 March 2012 source Factset. view of the Company’s fi nancial performance. fi nancials, including at least 25% for company-wide results. Safety and operational excellence targets are set using quantifi able measures.

2 3 LODGE YOUR PROXY  ONLINE www.linkmarketservices.com.au

By mail: By fax: +61 2 9287 0309  BlueScope Steel Limited  C/- Link Market Services Limited BlueScope Steel Limited Locked Bag A14 Sydney South NSW 1235 Australia ABN 16 000 011 058  All enquiries to: Telephone: 1300 855 998 Overseas: +61 (0)2 8280 7760 *X99999999999* X99999999999

SECURITYHOLDER PROXY FORM

I/We being a member(s) of BlueScope Steel Limited (Company) and entitled to attend and vote at the 2012 Annual General Meeting hereby appoint: STEP 1 APPOINT A PROXY the Chairman OR if you are NOT appointing the Chairman of the Meeting as your proxy, of the Meeting please write the name of the person or body corporate (excluding the (mark box) registered securityholder) you are appointing as your proxy. I/we appoint the Chairman of the Meeting as an alternate proxy to the person named. If no person/body corporate is named, the Chairman of the Meeting, is appointed as my/our proxy and to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at 2:00pm on Thursday, 15 November 2012, at the Melbourne Convention and Exhibition Centre, 2 Clarendon Street, Southbank, Victoria and at any adjournment or postponement of the Meeting. In respect of items 2 and 6, I/we expressly authorise the Chairman of the Meeting to exercise my/our proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel. The Chairman of the Meeting intends to vote undirected proxies in favour of items 2–5 and against item 6. Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an X STEP 2 VOTING DIRECTIONS Resolution 2 For Against Abstain* Resolution 4 For Against Abstain* To adopt the Remuneration Report for To approve the grant of share rights the year ended 30 June 2012 (the vote to the Managing Director and Chief on this resolution is advisory only) Executive Officer Resolution 3(a) Resolution 5 To re-elect Mr Kevin McCann To approve the consolidation of the as a Director Company’s Share Capital Resolution 3(b) Resolution 6 To re-elect Mr Daniel Grollo To hold a Special Meeting of Members as a Director (Contingent Item) Resolution 3(c) To re-elect Mr Ken Dean as a Director

*BSL PRX201R* For personal use only use personal For

 * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll. STEP 3 SIGNATURE OF SECURITYHOLDERS – THIS MUST BE COMPLETED Securityholder 1 (Individual) Joint Securityholder 2 (Individual) Joint Securityholder 3 (Individual)

Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director This form should be signed by the securityholder. If a joint holding, either securityholder may sign. If signed by the securityholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth). BSL PRX201R HOW TO COMPLETE THIS PROXY FORM

Your Name and Address To appoint a second proxy you must: This is your name and address as it appears on the company’s (a) on each of the first Proxy Form and the second Proxy Form security register. If this information is incorrect, please make state the percentage of your voting rights or number of the correction on the form. Securityholders sponsored by a securities applicable to that form. If the appointments do broker should advise their broker of any changes. Please note: not specify the percentage or number of votes that each you cannot change ownership of your securities using this proxy may exercise, each proxy may exercise half your form. votes. Fractions of votes will be disregarded.

Appointment of a Proxy (b) return both forms together. If you wish to appoint the Chairman of the Meeting as your Signing Instructions proxy, mark the box in Step 1. If the person you wish to appoint as your proxy is someone other than the Chairman of the You must sign this form as follows in the spaces provided: Meeting please write the name of that person in Step 1. If you Individual: where the holding is in one name, the holder must appoint someone other than the Chairman of the Meeting as sign. your proxy, you will also be appointing the Chairman of the Meeting as your alternate proxy to act as your proxy in the Joint Holding: where the holding is in more than one name, event the named proxy does not attend the meeting or is present either securityholder may sign. but does not vote on a resolution where directed to do so. Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not Votes on Items of Business – Proxy Appointment previously lodged this document for notation, please attach a You may direct your proxy how to vote by placing a mark in certified photocopy of the Power of Attorney to this form when one of the boxes opposite each item of business. All your you return it. securities will be voted in accordance with such a direction Companies: where the company has a Sole Director who is unless you indicate only a portion of voting rights are to be also the Sole Company Secretary, this form must be signed by voted on any item by inserting the percentage or number of that person. If the company (pursuant to section 204A of the securities you wish to vote in the appropriate box or boxes. If Corporations Act 2001) does not have a Company Secretary, a you do not mark any of the boxes on the items of business, Sole Director can also sign alone. Otherwise this form must be your proxy may vote as he or she chooses. If you mark more signed by a Director jointly with either another Director or a than one box on an item your vote on that item will be invalid. Company Secretary. Please indicate the office held by signing in the appropriate place. Appointment of a Second Proxy You are entitled to appoint up to two persons as proxies to Corporate Representatives attend the Meeting and vote on a poll. If you wish to appoint If a representative of the corporation that is a securityholder a second proxy, an additional Proxy Form may be obtained by is to attend the meeting the appropriate “Certificate of telephoning the Company’s security registry or you may copy Appointment of Corporate Representative” should be this form and return them both together. The appointment of produced prior to admission in accordance with the Notice the Chairman of the Meeting as your alternate proxy also of Meeting. A form of the certificate may be obtained from applies to the appointment of the second proxy. the company’s security registry.

Lodgement of a Proxy Form This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 2:00pm on Tuesday, 13 November 2012, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy Forms may be lodged using the reply paid envelope or:

 ONLINE www.linkmarketservices.com.au Login to the Link website using the holding details as shown on the proxy form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, securityholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the proxy form).

 by mail: BlueScope Steel Limited C/- Link Market Services Limited Locked Bag A14

Sydney South NSW 1235 For personal use only use personal For Australia  by fax: +61 2 9287 0309  by hand: delivering it to Link Market Services Limited, Level 12, 680 George Street, Sydney NSW 2000.

If you would like to attend and vote at the Annual General Meeting, please bring this form with you. This will assist in registering your attendance.