NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT INFORMATION CIRCULAR (Form 6-K)

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

AND MANAGEMENT INFORMATION CIRCULAR

ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 23, 2026

APRIL 30, 2026

Table of Contents

Notice of Annual Meeting of Shareholders

NOTICE IS HEREBY GIVEN that an annual meeting (the "Meeting") of shareholders of Algoma Steel Group Inc. (the "Company") will be held in a virtual-only format via live audio webcast on June 23, 2026 at 10:00 a.m. (Canada/Eastern Standard time) via the TSX Trust Virtual Meeting Platform at URL: https://virtual-meetings.tsxtrust.com/en/1896/, Meeting ID: 1896 and Password: algoma2026 (case sensitive).

The Meeting will be held for the following purposes:

Holders of common shares of the Company (collectively, "Shareholders") of record at the close of business on May 4, 2026 (the "Record Date") will be entitled to vote at the Meeting.

In order to enable as many shareholders as possible to participate in the meeting, the Company will hold the Meeting as a virtual-only shareholders meeting with the opportunity for attendees to participate electronically.

Shareholders will not be able to attend the Meeting in person. At the virtual Meeting, registered Shareholders and duly appointed proxyholders will have an opportunity to participate, ask questions and vote, all in real time through a web-based platform. Non-registered Shareholders must carefully follow the procedures set out in the Information Circular in order to vote virtually at the Meeting and ask questions. Guests, including non-registered Shareholders who have not been duly appointed as proxyholders, can log into the virtual Meeting as a guest. Guests may listen to the Meeting but will not be entitled to vote at the Meeting.

In order to attend the Meeting virtually, Shareholders should log in at https://virtual-meetings.tsxtrust.com/en/1896/ at least 15 minutes prior to the start of the Meeting. In order to log in, registered Shareholders will be required to provide the password (algoma2026) and their control number to vote at the Meeting. Alternatively, Shareholders can take steps to submit their votes by proxy by following the instructions below and as further set out in the accompanying Circular.

If you are a registered Shareholder and are unable to attend the Meeting virtually, please complete, sign, date and return the enclosed form of proxy to 'Att. Proxy Dept', TSX Trust Company, 301-100 Adelaide Street West, Toronto, Ontario M5H 4H1, or by facsimile to (416) 595-9593, or complete the form of proxy by such other method as is identified, and pursuant to any instructions contained, in the form of proxy. In order to be valid for use at the Meeting, proxies

must be received not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the Meeting or any adjournment(s) or postponement(s) thereof.

If you are a non-registered Shareholder and receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or such other intermediary. If you are a non-registered Shareholder and do not complete and return the materials in accordance with such instructions, you may lose the right to vote at the Meeting.

Further information with respect to voting by proxy is included in the accompanying Circular. If you have any questions or need assistance with the completion and delivery of your proxy, please contact the Company's Vice President, Strategy and Chief Legal Officer, John Naccarato, by email at [email protected].

DATED at Sault Ste. Marie, Ontario this 30^th day of April, 2026.

Letter to Shareholders

Dear Shareholder:

We are pleased to invite you to the annual meeting (the "Meeting") of the holders of common shares (collectively, "Shareholders") of Algoma Steel Group Inc. ("Algoma" or the "Company") to be held in a virtual-only format via live audio webcast at https://virtual-meetings.tsxtrust.com/en/1896/ on June 23, 2026 at 10:00 a.m. (Canada/Eastern Standard time).

The enclosed management information circular describes the business to be conducted at the Meeting and provides information on the Company's executive compensation and corporate governance practices. At the Meeting, there will be an opportunity to ask questions. We look forward to providing you with an update on the Company's recent achievements and our plans for the future.

Similar to last year, the Company will hold the Meeting as a virtual-only shareholders meeting with the opportunity for attendees to participate electronically. Shareholders will have an equal opportunity to participate in real time and vote at the Meeting, regardless of geographic location or particular circumstances.

Algoma continued to advance its strategic priorities during the twelve-month period ended December 31, 2025 ("Fiscal 2025"). The Company made significant progress in its transition to Electric Arc Furnace ("EAF") steelmaking, including the successful commissioning and start up of the first EAF unit. The transition represents a fundamental shift in Algoma's operating model and positions the Company as a sustainable steel producer. For Fiscal 2025, Algoma continued to advance its efforts toward a lower-carbon future, aligning with Canada's Paris Agreement commitments and helping our customers meet their own sustainability and climate related goals through the decarbonization of our operations.

Fiscal 2025 presented extraordinary challenges for the Canadian steel industry. US trade measures - unprecedented in scope - designed to eliminate Canadian steel imports into the United States, fundamentally decoupled previously integrated North American supply chains. Compounding this, as the United States moved to curtail global steel imports, displaced tons

sought alternative markets, with a significant volume finding their way into Canada and further depressing domestic Canadian pricing. The resulting pricing volatility and broad market disruption made clear that the traditional integrated steelmaking model was not viable for Algoma.

In this environment, a measured response was not sufficient. Algoma's board and management took decisive action - accelerating the Company's strategic transformation and repositioning Algoma for long-term competitiveness. Against this backdrop, the Company remained focused on the disciplined execution of the EAF transformation while maintaining safe and reliable operations throughout the year.

That decisiveness culminated in a defining milestone subsequent to year-end, when in January 2026 Algoma commenced the decommissioning of its legacy integrated ironmaking assets and transitioned to producing steel exclusively through EAF. This transition is expected to significantly reduce the Company's greenhouse gas ("GHG") emissions and establish Algoma as a producer of lower-carbon steel well-positioned to serve North American markets going forward.

Algoma continues to advance its sustainability strategy, aligning with Canada's climate commitments and supporting customers in achieving their own emissions reduction objectives. The Company remains committed to responsible operations, including a strong focus on health and safety, environmental performance, and community engagement. Algoma intends to publish its 2025 Sustainability Report in June 2026, providing further detail on its environmental, social, and governance ("ESG") performance and progress.

A strong and competitive domestic steel industry is critical to Canada's economic growth, infrastructure development, and national security. As Canada's only publicly listed independent primary steel producer and the country's sole producer of discrete and heat-treated steel plate, Algoma plays a key role in supporting these priorities.

Looking ahead, Algoma will continue to focus on operational performance, cost competitiveness, and disciplined capital allocation, while advancing opportunities associated with lower-carbon steel production. The Company remains committed to creating long-term value for its shareholders, employees, customers, and the communities in which it operates.

Thank you for your continued support.

Sincerely,

Andy Harshaw, Chair of the Board,

and

Rajat Marwah, Chief Executive Officer and Director

Management Information Circular

Unless otherwise noted or the context otherwise indicates, the "Company", "Algoma", "us", "we" or "our" refer to Algoma Steel Group Inc., together with its direct and indirect subsidiaries and predecessors or other entities controlled by it or them on a combined basis. Unless otherwise indicated herein, all references to dollars, "$" or "C$" are to Canadian dollars and all references to "US$" are to U.S. dollars. The board of directors of the Company is referred to herein as the "Board" or the "Directors", and a "Director" means any one of them.

This management information circular (the "Information Circular") is furnished in connection with the solicitation of proxies by or on behalf of management of the Company, for use at the annual meeting (the "Meeting") of holders ("Shareholders") of common shares (the "Shares") of the Company scheduled to be held in a virtual-only format via live audio webcast at https://virtual-meetings.tsxtrust.com/en/1896/ on June 23, 2026 at 10:00 a.m. (Canada/Eastern Standard time), and at all postponements or adjournments thereof, for the purposes set forth in the accompanying notice of the Meeting (the "Notice of Meeting"). Shareholders of record at the close of business on May 4, 2026 (the "Record Date") will be entitled to vote at the Meeting.

The Company will hold the Meeting as a virtual-only shareholders meeting with the opportunity for attendees to participate electronically. By conducting the Meeting online, the Board is aiming to enable as many shareholders as possible to participate in the meeting. Shareholders will have an equal opportunity to participate at the Meeting online regardless of their geographic location. We look forward to providing you with an update on the Company's recent achievements and our plans for the future. A summary of the information Shareholders will need to attend the Meeting online is provided below under "Attending and Voting at the Meeting".

Except as otherwise stated in this Information Circular, the information contained herein is given as of April 30, 2026.

On November 5, 2024, the Company's board of directors approved a change in the Company's fiscal year-end from March 31 to December 31, effective as of December 31, 2024. Unless otherwise indicated herein, all references to "Fiscal 2023" are to the twelve-month period ended March 31, 2023, "Fiscal 2024" are to the twelve-month period ended December 31, 2024, "Fiscal 2025" are to the twelve-month period ending December 31, 2025, and "Fiscal 2026" are to the twelve-month period ending December 31, 2026.

Attending and Voting at the Meeting

General

The solicitation of proxies will be primarily by mail but proxies may also be solicited personally or by email, internet, facsimile or other means of communication by regular employees, officers and directors of the Company at nominal cost. The cost of such solicitation by management will be borne by the Company. The Company has also engaged MacKenzie Partners, Inc. as proxy solicitation agent at a customary fee to assist with the solicitation of proxies. For questions on voting your shares, please contact MacKenzie Partners, Inc., by email at [email protected] or by telephone at (800) 322-2885 (toll free).

Only registered Shareholders or their duly appointed proxy nominees are permitted to vote at the Meeting. You are a non-registered or beneficial Shareholder if your Shares are registered in the name of an intermediary, such as an investment dealer, bank, trust company, trustee, custodian, or other nominee, or a clearing agency in which the intermediary participates (a "Beneficial Holder").

These materials are being sent to both registered Shareholders and Beneficial Holders. If you are a Beneficial Holder, and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding the securities on your behalf.

Beneficial Holders who have not objected to their intermediary disclosing certain information about them to the Company are referred to as "NOBOs", whereas Beneficial Holders who have objected to their intermediary disclosing ownership information about them to the Company are referred to as "OBOs". In accordance with National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101"), the Company has elected to send the Notice of Meeting, this Information Circular, the Company's audited consolidated financial statements and the auditors' report thereon and management's discussion and analysis for Fiscal 2025 and the related form of proxy or voting instruction form (collectively, the "Meeting Materials") directly to the NOBOs, and indirectly to the OBOs through their intermediaries. By choosing to send the Meeting Materials directly to NOBOs, the Company (and not the intermediary holding Shares on behalf of the NOBOs), has assumed responsibility for (i) delivering the Meeting Materials to the NOBOs, and (ii) executing their proper voting instructions.

Copies of the Company's current annual information form ("Annual Information Form") as well as the financial statements of the Company for Fiscal 2025, together with the auditors' report thereon and the related management's discussion and analysis ("MD&A"), are available on the Company's website at https://algoma.com/ and on the Company's profile on the System for Electronic Data Analysis and Retrieval ("SEDAR+") website at www.sedarplus.ca and on the United States Securities and Exchange Commission's ("SEC") Electronic Data Gathering, Analysis, and Retrieval system ("EDGAR"), as part of the Company's annual report on Form 40-F, at www.sec.gov.

The Company will be relying on the notice-and-access delivery procedures outlined in NI 54-101 to distribute copies of proxy-related materials in connection with the Meeting. Under notice-and-access, the Company is permitted, as an alternative to sending paper copies of the Meeting

Materials to Shareholders, to provide to Shareholders as of the Record Date a notice containing, among other things, information regarding how to access the Meeting Materials online as well as how to obtain paper copies of the Meeting Materials free of charge. The Meeting Materials are available electronically at www.sedarplus.ca and also on the website of TSX Trust Company ("TSX Trust") at https://docs.tsxtrust.com/2329. Shareholders who wish to receive a paper copy of the Meeting materials or have questions about notice-and-access, should call 1-866-600-5869 or email [email protected]. In order to receive a paper copy in time to vote before the Meeting, your request should be received by no later than June 12, 2026.

We anticipate that notice-and-access will directly benefit the Company through substantial reductions in postage and printing costs. We believe that notice-and-access is an environmentally responsible method of communicating with our Shareholders by reducing the large volume of paper documents generated by printing proxy-related materials. A form of proxy (if you are a registered Shareholder) or a voting instruction form (if you are a non-registered Shareholder) is included with this notice along with instructions on how to vote.

Instructions for Logging-In and Voting at the Virtual Meeting

The Meeting will be hosted virtually via live audio webcast at https://virtual-meetings.tsxtrust.com/en/1896/ (Password: algoma2026 (case sensitive)).

Registered Shareholders entitled to vote at the Meeting may attend and vote at the Meeting virtually by following the steps listed below:

Beneficial Shareholders who wish to vote at the meeting may vote virtually by following the steps listed below:

If you are a registered Shareholder and you want to appoint someone else (other than the Management nominees) to vote online at the Meeting, you must first submit your proxy indicating who you are appointing. You or your appointee must then register with TSX Trust in advance of the Meeting by emailing [email protected] the "Request for Control Number" form, which can be found here: https://tsxtrust.com/resource/en/75.

If you are a Beneficial Holder and want to vote online at the Meeting, you must appoint yourself as proxyholder and register with TSX Trust in advance of the Meeting by emailing [email protected] the "Request for Control Number" form, which can be found here: https://tsxtrust.com/resource/en/75.

If you have not been given a control number, you may login as a Guest and will have the opportunity to listen to the meeting. Guests can also listen to the Meeting by following the steps below:

If you have any questions, please don't hesitate to contact our proxy solicitation agent, MacKenzie Partners, Inc. as indicated on the back page of this Information Circular.

Registered Shareholders

Each management proxy nominee named in the form of proxy accompanying this Information Circular is a director or an officer of the Company. A Shareholder desiring to appoint some other person (who need not be a Shareholder) to represent, attend and act on behalf of the Shareholder at the Meeting may do so either by inserting such person's name in the blank space provided in that form of proxy or by completing another proper form of proxy. Registering your third-party proxyholder with TSX Trust is an additional step to be completed AFTER you have submitted your form of proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving a unique number ("Control Number") that is required for them to vote at the Meeting and, consequently, only being able to attend the Meeting as a guest. To register a third-party proxyholder, Shareholders must email [email protected] and complete the "Request for Control Number" form at https://tsxtrust.com/resource/en/75 by 10:00 a.m. (Canada/Eastern Standard time) on June 19, 2026, or not later than 10:00 a.m. (Canada/Eastern Standard time) on the date that is two business days immediately prior to any adjournment or postponement of the Meeting, and provide TSX Trust with the required proxyholder contact information. TSX Trust will then provide the proxyholder with a Control Number by email after the proxy voting deadline has passed. This Control Number is required for the purpose of logging in to the Meeting.

The proxy must be properly completed, signed, dated and (i) deposited with TSX Trust, the Company's registrar and transfer agent, at the address indicated on the enclosed envelope so that it is received prior to 10:00 a.m. (Canada/Eastern Standard time) on June 19, 2026, or at least 48 hours, excluding Saturdays, Sundays and holidays, prior to any adjournment or

postponement of the Meeting at which the proxy is to be used, or (ii) deposited with the Chairman of the Meeting on the day of the Meeting prior to the commencement of the Meeting. The Chairman of the Meeting has the discretion to accept late proxies.

To the extent that registered Shareholders have not received their proxy or a Control Number, they should contact the Investor Services Team at [email protected] before 10:00 a.m. (Canada/Eastern Standard time) on June 19, 2026, (Toronto time) or on the date that is two business days immediately prior to any adjournment or postponement of the Meeting.

As an alternative to voting virtually at the Meeting or through delivering a form of proxy as described above, a registered Shareholder (i.e. a Shareholder whose name appears on the certificate(s) representing its Shares) may vote via the Internet or fax. To vote using the Internet, a registered Shareholder must go to the website specified on the enclosed form of proxy, enter the Control Number set out on the form of proxy and then follow the voting instructions on the screen.

If you vote by using the Internet, DO NOT complete or return the enclosed form of proxy. Submitting your vote by mail, fax, Internet or virtually at the Meeting are the only methods to vote Shares held in the name of a Company. Submitting your vote by mail, fax or using the Internet are the only methods by which a Shareholder may appoint a person as proxy nominee, other than the management proxy nominees named in the form of proxy accompanying this Information Circular, to represent, attend and act on behalf of the Shareholder at the Meeting.

Each registered Shareholder submitting a proxy has the right to appoint a person or company other than the persons named in the accompanying form of proxy to represent the registered Shareholder at the Meeting. A registered Shareholder may exercise this right by inserting the name of the desired representative in the blank space provided, or by completing another form of proxy, and in either case depositing the proxy with TSX Trust at the place and within the time specified above for the deposit of proxies. The proxyholder does not need to be a shareholder of the Company.

Non-Registered Shareholders

If you are a NOBO, please complete and return the voting instruction form (as opposed to the form of proxy) accompanying this Information Circular as specified in the voting instruction form. The voting instruction form applicable to NOBOs allows for voting via the internet, mail or fax. Please refer to the voting instruction form for more details.

If you are an OBO, the intermediary holding the Shares on your behalf is required to forward the Meeting Materials to you (unless you have waived your right to receive them) and to seek your instructions on how to vote your Shares in respect of each of the matters described in this Information Circular to be voted on at the Meeting. Each intermediary has its own procedures that should be carefully followed by Beneficial Holders who are OBOs to ensure that their Shares are voted by the intermediary on their behalf at the Meeting.

These procedures may allow for voting via the internet, by mail and/or by facsimile. The applicable instructions for each such method of voting will be set out in the form of proxy or voting instruction form provided by the intermediary. OBOs should contact their intermediary and carefully follow the voting instructions provided by such intermediary. Alternatively, OBOs who wish to vote their Shares virtually at the Meeting may do so by appointing themselves as the proxy nominee by writing their own name in the space provided on the form of proxy or voting instruction form

provided to them by the intermediary and following the intermediary's instructions for return of the executed form of proxy or voting instruction form.

Submitting Questions

Registered Shareholders and Beneficial Holders who have appointed themselves as proxyholder and obtained a control number are eligible to ask questions at any time. While logged in for the Meeting, the Shareholder will be able to submit questions online by clicking on the "Ask a Question" button. Following the conclusion of the formal business to be conducted at the Meeting, the Company will invite questions and comments from Registered Shareholders or proxy appointees participating through the TSX Trust meeting platform who may submit their questions or comments by clicking on the "Ask a Question" button within the TSX Trust meeting platform to type their message or question. Messages or questions can be submitted at anytime during the Q&A session and until such time as the Chairman ends the session.

Revocation of Proxies

A proxy given pursuant to this solicitation may be revoked by instrument in writing, including another proxy bearing a later date, executed by the Shareholder or by his or her attorney authorized in writing, and deposited either: (i) with TSX Trust no later than 10:00 a.m. (Canada/Eastern Standard time) on June 19, 2026 or the second business day preceding the day of any adjourned or postponed Meeting; (ii) at the registered office of the Company at any time up to and including the last business day before the day set for the holding of the Meeting or any adjourned or postponed Meeting; (iii) with the Chairman of the Meeting on the day of the Meeting prior to the commencement of the Meeting; or (iv) in any other manner permitted by law.

Notice to United States Shareholders

Algoma is a corporation organized under the laws of the Province of British Columbia, Canada, and is a foreign private issuer within the meaning of Rule 3b-4 under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act").

The solicitation of proxies for the Meeting is not subject to the proxy requirements of Section 14(a) of the Exchange Act, and Regulation 14A thereunder, by virtue of an exemption available to proxy solicitations by foreign private issuers. Accordingly, the solicitation contemplated herein is being made to United States shareholders only in accordance with Canadian corporate and securities laws and this Circular has been prepared solely in accordance with disclosure requirements applicable in Canada.

United States shareholders should be aware that such requirements are different from those of the United States applicable to proxy statements under the Exchange Act. Specifically, information contained or incorporated by reference herein has been prepared in accordance with Canadian disclosure standards, which are not comparable in all respects to United States disclosure standards. The enforcement by shareholders of civil liabilities under the United States federal and state securities laws may be affected adversely by the fact that the Company is incorporated outside the United States, that some or all of its officers and directors and the experts named herein are residents of a country other than the United States, and that all or a substantial portion of the assets of the Company and such persons are located outside the United States.

As a result, it may be difficult or impossible for the United States shareholders to effect service of process within the United States upon the Company, its officers and directors or the experts named herein, or to realize against them upon judgments of courts of the United States predicated upon civil liabilities under the federal securities laws of the United States or any state securities laws.

In addition, United States shareholders should not assume that the courts of Canada: (a) would enforce judgments of United States courts obtained in actions against such persons predicated upon civil liabilities under the federal securities laws of the United States or any state securities laws, or (b) would enforce, in original actions, liabilities against such persons predicated upon civil liabilities under the federal securities laws of the United States or any state securities laws.

Voting and Exercise of Discretion by Proxies

Voting of Proxies

The persons named in the form of proxy and voting instruction form will vote, or withhold from voting, the Shares in respect of which they are appointed on any ballot that may be called for in accordance with the instructions of the Shareholder as indicated on the form of proxy and voting instruction form. In the absence of such specification, such Shares will be voted at the Meeting as follows:

For more information on these issues, please see the section entitled "Matters to be Considered at the Meeting" in this Information Circular.

The persons appointed under the form of proxy and voting instruction form are conferred with discretionary authority with respect to amendments to or variations of matters identified in the form of proxy and voting instruction form and the Notice of Meeting and with respect to other matters which may properly come before the Meeting. In the event that amendments or variations to matters identified in the Notice of Meeting are properly brought before the Meeting, it is the intention of the persons designated in the form of proxy and voting instruction form to vote in accordance with their best judgment on such matter or business. As at the date of this Information Circular, the Directors know of no such amendments, variations or other matters.

Quorum

A quorum for the transaction of business at the Meeting or any adjournment thereof shall be two persons present and entitled to vote at the Meeting that hold, or represent by proxy, not less than 25% of the votes attached to the outstanding Shares entitled to vote at the Meeting.

Information for Beneficial Holders of Securities

Information set forth in this section is very important to persons who hold Shares otherwise than in their own names. A Beneficial Holder who beneficially owns Shares that are registered in the name of an intermediary (such as a securities broker, financial institution, trustee, custodian or other nominee who holds securities on behalf of the Beneficial Holder or in the name of a clearing agency in which the intermediary is a participant) should note that only proxies or instructions deposited by securityholders whose names are on the records of the Company as the registered Shareholders can be recognized and acted upon at the Meeting.

Shares that are listed in an account statement provided to a Beneficial Holder by a broker are likely not registered in the Beneficial Holder's own name on the records of the Company and such Shares are more likely registered in the name of intermediaries. In Canada, the vast majority of such Shares are registered under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms) ("CDS") and, in the United States, under the name of Cede & Co. as nominee for The Depository Trust Company (which acts as depositary for many U.S. brokerage firms and custodian banks) ("DTC").

Applicable regulatory policy in Canada requires brokers and other intermediaries to seek voting instructions from Beneficial Holders in advance of securityholder meetings. Every broker or other intermediary has its own mailing procedures and provides its own return instructions, which should be carefully followed by Beneficial Holders in order to ensure that their Shares are voted at the Meeting. Often, the voting instruction form supplied to a Beneficial Holder by its broker is identical to that provided to registered securityholders.

However, its purpose is limited to instructing the intermediary how to vote on behalf of the Beneficial Holder. Most brokers now delegate responsibility for obtaining instructions from clients to Broadridge Investor Communication Solutions ("Broadridge"). Broadridge typically prepares a machine-readable voting instruction form, mails those forms to the Beneficial Holders and asks Beneficial Holders to return the forms to Broadridge, or otherwise communicate voting instructions to Broadridge (by way of internet or telephone, for example). Broadridge then tabulates the results of all instructions received and provides appropriate instructions representing the voting of the securities to be represented at the Meeting. A Beneficial Holder receiving a Broadridge voting instruction form cannot use that voting instruction form to vote Shares directly at the Meeting. The voting instruction form must be returned to Broadridge well in advance of the Meeting in order to have the Shares voted. Proxy-related materials will be sent by the Company directly to NOBOs under NI 54-101. The Company intends to pay for intermediaries to deliver proxy-related materials to "objecting beneficial owners" and Form 54-101F7 (the request for voting instructions), in accordance with NI 54-101.

Beneficial Holders have the right to appoint a person (who need not be a shareholder of the Company), other than the persons designated in the voting instruction form, to represent you at the Meeting. To exercise this right, you should insert the name of the desired representative in the blank space provided in the voting instruction form. Although Beneficial Holders may not be recognized directly at the Meeting for the purposes of voting Shares registered in the name of CDS, DTC or their broker or other intermediary, a Beneficial Holder may attend the Meeting as proxy holder for the registered Shareholder and vote their Shares in that capacity. If you wish to attend at the Meeting and indirectly vote your Shares as proxyholder for your intermediary, or have a person designated by you do so, you should enter your own name, or the name

of the person you wish to designate, in the blank space on the voting instruction form provided to you and return it to your intermediary in accordance with the instructions provided by such Intermediary, well in advance of the Meeting.

Voting Securities and Principal Holders Thereof

The authorized share capital of Algoma consists of an unlimited number of Shares without par value and an unlimited number of preferred shares without par value issuable in series (the "Preferred Shares"). As of the date hereof, there were 105,388,619 Shares issued and outstanding, and no Preferred Shares issued and outstanding.

Shares

The Shares are listed and posted for trading on the Toronto Stock Exchange (the "TSX") and The Nasdaq Stock Market ("Nasdaq") under the symbol "ASTL".

Holders of the Shares are entitled to one vote per Share on all matters upon which holders of the Shares are entitled to vote at the Meeting.

This summary is qualified by reference to, and is subject to, the detailed provisions of the notice of articles and articles of the Company (the "Articles"). A copy of the Articles is available on the Company's profile on SEDAR+ at www.sedarplus.ca, on EDGAR at www.sec.gov, and on the Company's website at https://algoma.com.

Preferred Shares

Except as provided in any special rights or restrictions attaching to any series of preferred shares issued from time to time, the holders of preferred shares will not be entitled to receive notice of, attend or vote at any meeting of Shareholders.

Eligibility for Voting

At the Meeting, each holder of Shares of record at the close of business on the Record Date, will be entitled to one vote for each Share held on all matters proposed to come before the Meeting.

Any Shareholder who was a Shareholder on the Record Date shall be entitled to receive notice of and vote at the Meeting or any adjournment thereof, even though he, she or it has since that date disposed of his, her or its Shares, and no Shareholder becoming such after that date shall be entitled to receive notice of and vote at the Meeting or any adjournment thereof or to be treated as a Shareholder of record for purposes of such other action.

Principal Shareholders

To the knowledge of the Company and its executive officers, the following shareholders beneficially owned, or controlled or directed, directly or indirectly, voting securities of the Company carrying 10% or more of the votes attached to any class of issued and outstanding Shares as of the date hereof.

Management of the Company understands that the Shares registered in the name of CDS or DTC are beneficially owned through various dealers and other intermediaries on behalf of their clients and other parties. The names of the Beneficial Holders of such Shares are not known to the Company.

Voting Results

Voting results of the Meeting will be filed on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov following the Meeting. Voting results for each of the matters voted on at the Company's last annual meeting of Shareholders held on June 24, 2025 are as follows:

Matters to be Considered at the Meeting

The financial statements of the Company for Fiscal 2025 and the auditors' report thereon accompanying this Information Circular will be placed before the Shareholders at the Meeting. No formal action will be taken at the Meeting to approve the financial statements. If any Shareholder has questions regarding such financial statements, such questions may be brought forward at the Meeting.

Non-GAAP Financial Measures

To supplement the financial statements of the Company, which are prepared in accordance with IFRS^® Accounting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards"), the Company used certain non-GAAP measures to evaluate the performance of Algoma. These terms do not have any standardized meaning prescribed within IFRS Accounting Standards and, therefore, may not be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement those IFRS Accounting Standards measures by providing a further understanding of Algoma's financial performance. Accordingly, these measures should not be considered in isolation nor as a substitute for analysis of the Company's financial information reported under IFRS Accounting Standards.

Adjusted EBITDA, as Algoma defines it, refers to net income (loss) before depreciation of property, plant, equipment and amortization of intangible assets, finance costs, interest on pension and other post-employment benefit obligations, income taxes, foreign exchange loss (gain), finance income, carbon tax, changes in fair value of Initial Public Offering and Large Enterprise Tariff Loan Warrants, earnout and share-based compensation liabilities and derivative, share-based compensation related to the Company's Omnibus Long Term Incentive Plan, certain inventory adjustments, impairment loss, legal settlement, severance costs and stranded inventory. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by revenue for the corresponding period. Adjusted EBITDA is not intended to represent cash flow from operations, as defined by IFRS Accounting Standards, and should not be considered as alternatives to net profit (loss) from operations, or any other measure of performance prescribed by IFRS Accounting Standards. Adjusted EBITDA, as the Company defines and uses it, may not be comparable to Adjusted EBITDA as defined and used by other companies. The Company considers Adjusted EBITDA to be a meaningful measure to assess Algoma's operating performance in addition to IFRS Accounting Standards. It is included because it can be useful in measuring Algoma's operating performance and its ability to expand the business and provide stakeholders with additional information for comparison of the Company's operating results across different time periods. Adjusted EBITDA is also used by analysts and the Company's lenders as a measure of our financial performance. However, these measures have limitations as analytical tools and should not be considered in isolation from, or as alternatives to, net income, cash flow from operations or other data prepared in accordance with IFRS Accounting Standards. Because of these limitations, such measures should not be considered as measures of discretionary cash available to invest in business growth or to reduce indebtedness. The Company compensates for these limitations by relying primarily on the IFRS Accounting Standards results using such measures only as supplements to such results.

The Company's Articles provide that the Board is to consist of a minimum of three and a maximum of 20 directors, with the actual number to be determined from time to time by the Board. The Board is currently comprised of nine directors and the present term of office of each Director will expire upon the election of Directors at the Meeting.

It is proposed that each of the persons whose name appears below be elected as a Director of the Company to serve, subject to the Articles and the Business Corporations Act (British Columbia) (the "BCBCA"), until his or her successor is elected at the next annual meeting of Shareholders.

The persons named in the form of proxy and voting instruction form, if not expressly directed to the contrary in such form of proxy or voting instruction form, intend to vote for the election, as Directors, of the proposed nominees whose names are set out below. It is not contemplated that any of the proposed nominees will be unable to serve as a Director but, if that should occur for any reason prior to the Meeting, the persons named in the form of proxy and voting instruction form reserve the right to vote for another nominee at their discretion.

Advance Notice Provisions

The Articles provide for certain advance notice provisions with respect to the election of Directors (the "Advance Notice Provisions"). The Advance Notice Provisions are intended to: (i) facilitate orderly and efficient annual general meetings or, where the need arises, special meetings of Shareholders; (ii) ensure that all Shareholders receive adequate notice of Director nominations and sufficient information with respect to all nominees; and (iii) allow Shareholders to register an informed vote. Only persons who are nominated in accordance with the Advance Notice Provisions will be eligible for election as directors at any annual meeting of shareholders, or at any special meeting of Shareholders if one of the purposes for which the special meeting was called was the election of directors.

Under the Advance Notice Provisions, a Shareholder wishing to nominate a Director would be required to provide the Company with notice, in the prescribed form, within the prescribed time periods. These time periods include, (i) in the case of an annual meeting of Shareholders (including annual and special meetings), not less than 30 days prior to the date of the annual meeting of Shareholders; provided, that if the first public announcement of the date of the annual meeting of Shareholders (the "Notice Date") is less than 50 days before the meeting date, not later than the close of business on the 10^th day following the Notice Date; and (ii) in the case of a special meeting (which is not also an annual meeting) of Shareholders called for any purpose which includes electing Directors, not later than the close of business on the 15^th day following the day on which the first public announcement of the date of the special meeting of Shareholders was made.

A copy of the Articles is available on the Company's profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

Majority Voting Policy

In accordance with the requirements of the TSX, the Board has adopted a majority voting policy (the "Majority Voting Policy"), which requires that in an uncontested election of Directors, if any nominee receives a greater number of votes "withheld" than votes "for", the nominee will tender

his or her resignation to the chair of the Board promptly following the meeting of Shareholders. The nominating and governance committee of the Board (the "Nominating and Governance Committee") will consider such offer and make a recommendation to the Board whether to accept it or not. The Board will promptly accept the resignation unless it determines that there are special circumstances that would warrant the continued service of the applicable director on the Board. The Board will make its decision and announce it in a press release within 90 days following the meeting of Shareholders. A Director who tenders a resignation pursuant to the Majority Voting Policy will not participate in any meeting of the Board or the Nominating and Governance Committee at which the resignation is considered.

A copy of the Majority Voting Policy is available on our website at www.algoma.com.

Information concerning experience, qualifications, attributes and skills of the director nominees

Our director nominees possess a diverse range of skills and experience aligned with the Company's strategic priorities and evolving business needs. The Board includes expertise across areas critical to the Company's operations and long-term success, and its directors demonstrate high integrity, sound judgement, and a strong understanding of corporate governance and leading practices. Annual board evaluations assess whether the Board maintains an appropriate mix of skills, experience, perspectives, and other attributes necessary for effective oversight of the Company.

Key Skills and Experience

About the Nominees

The following information sets forth the names of, and certain other biographical information for, the 9 individuals proposed to be nominated for election as Directors at the Meeting.

For the purposes of this Information Circular, "RSUs" means restricted share units, "PSUs" means performance share units, and "DSUs" means deferred share units, collectively granted under the omnibus incentive plan (the "Omnibus Incentive Plan").

Informal Meetings of the Board

During Fiscal 2025, in addition to the regular meetings disclosed above, the Board held informal monthly discussions with the Board and management.

Corporate Cease Trade Orders or Bankruptcies

To the knowledge of the Company, during the past 10 years, other than as set out below, no nominee proposed for election has been a director, chief executive officer or chief financial officer of any company that:

To the knowledge of the Company, other than as set out below, during the past 10 years, no nominee proposed for election has been a director or executive officer of any company that, while the nominee was acting in such capacity, or within a year of the nominee ceasing to act in such capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or director appointed to hold its assets.

Personal Bankruptcies

To the knowledge of the Company, no nominee proposed for election has, within the 10 years prior to the date of this Information Circular, become bankrupt or made a proposal under any legislation relating to bankruptcy or insolvency, or been subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or director appointed to hold the assets of the nominee.

Penalties or Sanctions

No nominee proposed for election has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a Canadian securities regulatory authority or been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor making an investment decision.

The audit & risk management committee of the Company (the "Audit & Risk Management Committee") recommends to the Shareholders that Deloitte LLP, Chartered Accountants ("Deloitte") be appointed as the independent auditor of the Company, to hold office until the close of the next annual meeting of the Shareholders or until its successor is appointed, and that the Directors be authorized to fix the remuneration of the auditors.

Deloitte has been the auditor of the Company since 2018. The persons named in the form of proxy and voting instruction form, if not expressly directed to the contrary in such form of proxy or voting instruction form, will vote such proxies in favour of a resolution to appoint Deloitte as auditors of the Company and to authorize the Directors to fix Deloitte's remuneration.

Audit & Risk Management Committee Information

Reference is made to the Company's current Annual Information Form for information relating to the Audit & Risk Management Committee, which is available on the Company's profile on SEDAR+ at www.sedarplus.ca and on EDGAR, as part of the Company's annual report on Form 40-F, at www.sec.gov. Upon request, the Company will promptly provide a copy of the Annual Information Form free of charge to a securityholder of the Company. A copy of the Audit & Risk Management Committee charter is available on the Company's website at www.algoma.com.

The Board has adopted a policy that provides for an annual advisory shareholder vote on executive compensation known as "Say on Pay". This policy is designed to enhance accountability for the Board's compensation decisions by giving shareholders a formal opportunity to provide their views on the Board's approach to executive compensation through an annual non-binding advisory vote. This is an advisory vote, and the results will not be binding upon the Board. However, the Board will take the results of the vote into account, as appropriate, when considering future compensation policies, procedures and decisions and in determining whether there is a need to significantly increase their engagement with shareholders on compensation and related matters. The Company will disclose the results of the shareholder advisory vote as a part of its report on voting results for the Meeting.

Shareholders are encouraged to review and consider the detailed information regarding the Company's approach to compensation in "Compensation".

The Board and management recommend voting FOR the "Say on Pay" advisory resolution.

Unless authority to do so is withheld, the persons named in the enclosed form of proxy intend to vote FOR the "Say on Pay" resolution.

At the Meeting, shareholders will be asked to consider the following non-binding advisory resolution on the acceptance of the Company's approach to executive compensation:

"BE IT RESOLVED THAT, on a non-binding, advisory basis and not to diminish the role and responsibilities of the Board, the shareholders accept the approach to executive compensation disclosed in the Company's information circular dated April 30, 2026, and delivered in advance of the Meeting."

Compensation

Compensation Letter to Shareholders

The Human Resources and Compensation Committee (the "HRCC") is pleased to share its executive compensation approach, which demonstrates strong alignment to the Company's overall annual performance and Shareholder interests.

Our Performance for Fiscal 2025

Fiscal 2025 presented an extraordinarily challenging operating environment for the North American steel industry, shaped by a confluence of trade disruption, import pressure, and weak demand.

US trade measures - unprecedented in scope - were designed to eliminate Canadian steel imports into the United States, including through the imposition of 50% tariffs on imported steel products and derivative steel products. These measures fundamentally decoupled previously integrated North American supply chains. Compounding this, as the United States moved to curtail global steel imports, displaced tons sought alternative markets, with a significant volume finding their way into Canada and further depressing domestic Canadian pricing.

Canada responded with measures of its own to support the domestic steel sector, including tariff rate quotas on certain imported steel products and a 25% surtax on certain steel imports from China. Anti-dumping and countervailing duty measures also remained in place across a range of products and jurisdictions. Notwithstanding these measures, import pressure within the Canadian market remained elevated, contributing to broader supply imbalances across North America.

Demand conditions offered little relief. In the United States, elevated interest rates maintained to combat inflation constrained manufacturing activity and suppressed metal consumption. Across North America, the combination of persistent weak demand and rising import volumes created oversupply conditions that weighed heavily on steel prices and compressed margins for producers throughout the year.

Taken together, these conditions made clear that the traditional integrated steelmaking model faced structural, not cyclical, headwinds - and that decisive action was required.

On September 28, 2025, having concluded that the continuation of integrated ironmaking operations was no longer viable in the trade-impacted environment, the Board approved a plan to wind down and decommission the Company's blast furnace and coke oven operations and accelerate the full transition to EAF steelmaking. Blast furnace production ceased shortly after December 31, 2025, and decommissioning of the Company's integrated ironmaking and coke-making assets commenced in January 2026. Algoma now operates exclusively as an EAF steel producer.

Key financial and operational highlights for the calendar-year ended December 31, 2025 include:

Variable Compensation Incentive Plan Payout for Fiscal 2025

The Variable Compensation Incentive Plan ("VCIP") is our annual performance-based cash bonus program designed to reward employees for their contributions to the Company's success. The VCIP is structured around key performance metrics, including financial, operational, and strategic priorities and is approved annually by the Human Resources & Compensation Committee. Each year, these metrics are assessed to determine the overall performance and the corresponding incentive payouts.

For Fiscal 2025, the VCIP calculation for executives resulted in an overall payout score of 20% of target for the period January 1, 2025 to March 31, 2025 and 34.4% of target for the period April 1, 2025 to December 31, 2025. The below-target outcome reflects financial and operating performance that fell short of the Company's expectations for the year, driven primarily by the impact of US trade measures - which created disjointed and significant pricing pressure and broader market disruption across the North American steel industry. The imposition of US trade measures effectively decoupled the Canadian and American steel markets, which had historically operated as an integrated North American market with correlated input costs and pricing dynamics, resulting in a fundamental divergence in market conditions between the two countries as each market began responding to distinct supply, demand, and pricing pressures. These results were partially offset by stronger-than-target environmental and safety performance and the successful execution of key EAF construction milestones during the year. The HRCC carefully reviewed the below-target outcome, with particular attention to the impact of US trade measures on the Company's financial results and shareholder returns over the period. The HRCC concluded that the resulting payout was consistent with that shareholder experience and determined that no discretionary adjustments were warranted, reflecting the committee's commitment to disciplined pay-for-performance alignment.

The VCIP extends to all executives and non-unionized employees, regardless of their level within the Company. This inclusivity ensures that all eligible employees are motivated to contribute to the Company's performance, fostering a culture of shared success and accountability. By linking compensation to performance, the VCIP aims to align individual efforts with the Company's strategic goals, driving overall business success.

PSUs and RSUs Granted in Fiscal 2025

Consistent with the Company's compensation strategy of aligning employee incentives with long-term shareholder value and supporting the retention and motivation of key personnel, in 2025 the Compensation Committee granted RSUs and PSUs to the NEOs of the Company.

PSUs granted in Fiscal 2025 are subject to a three-year performance period January 1, 2025 to December 31, 2027, and are eligible for vesting on March 10, 2028. These PSUs, weighted at a 60% of the long-term incentive mix for executives, are eligible to vest subject to a cumulative three-year performance period based on relative total shareholder return goals versus a group of key North American steel competitors. RSUs were also granted at 40% of the long-term incentive mix for executives and vest on March 31, 2028.

Impact of Change in Fiscal Year End

On November 5, 2024, Algoma changed its fiscal year end from March 31 to December 31. In connection with this change, the HRCC reviewed the resulting transition period and its impact on the design and administration of the Company's incentive compensation programs.

Following this review, the HRCC determined that, for 2025, the VCIP would operate over a transitional "stub" performance period running from April 1, 2025 to December 31, 2025. Beginning in 2026 and in subsequent years, VCIP performance goals are established on a 12-month calendar-year basis aligned with the Company's fiscal year.

As previously disclosed, the VCIP calculation for executives resulted in an overall payout score of 20% of target for the period January 1, 2025 to March 31, 2025 and 34.4% of target for the period April 1, 2025 to December 31, 2025.

Director Compensation in 2025

Effective July 1, 2025, the Board elected to temporarily receive 100% of their retainer in the form of DSUs to align compensation more directly with shareholder returns considering ongoing uncertainty from steel tariffs and as a cash preservation tactic given current business conditions.

Looking Forward to 2026

After years of planning and construction, Algoma has advanced its transition to EAF steelmaking, including the successful commissioning of the first EAF Unit in 2025. This transition represents a fundamental technology shift in the Company's operating model and positions Algoma as a lower-carbon steel producer serving

The EAF transformation project is expected to improve the capability of the Company's product mix, including the supply of low-carbon-intensity steel to various markets including manufacturing, infrastructure, defence, automotive, energy, and shipbuilding. The transformation is also expected to reduce fixed costs, provide lower carbon compliance costs, increase production capacity, decrease the Company's environmental footprint, and facilitate the Company's participation in various voluntary carbon markets.

Our approach to executive compensation continues to evolve in order to attract, retain and engage talent while supporting the Company's strategy and staying aligned with best governance practices and the interests of our stakeholders. We continue to monitor the impacts of US trade

measures on the Canadian steel and aluminum imports and our business and will continue to take these impacts into account when making decisions around executive compensation.

After our Say on Pay vote received 96% support from shareholders at last year's AGM, we invite shareholder feedback through our 'Say on Pay' voting process at this year's meeting. We understand the importance of providing our shareholders with an opportunity to express their support for our compensation design and decisions.

Sincerely,

Human Resources and Compensation Committee

Compensation Governance

Human Resources and Compensation Committee

We maintain a human resources and compensation committee (the "Human Resources and Compensation Committee") consisting of at least three independent Directors. The Human Resources and Compensation Committee currently consists of five directors, each of whom is independent within the meaning of the Nasdaq corporate governance rules, National Policy 58-201 - Corporate Governance Guidelines and the Exchange Act (collectively, the "Applicable Rules"), and each of whom satisfies any additional compensation committee membership requirements of the Applicable Rules. The members of our Human Resources and Compensation Committee are Messrs. Gouin, Nakra and Rosenfeld and Mses. Bueschkens and Rubenstein. Mr. Rosenfeld serves as the chair of the committee. In determining the independence of any director who serves on the Human Resources and Compensation Committee, the Board considered all factors specifically relevant to determining whether a director has a relationship to Algoma which is material to that director's ability to be independent from management in connection with the duties of a committee member, including, but not limited to: (i) the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by Algoma to such director; and (ii) whether such director is affiliated with Algoma, a subsidiary of Algoma or an affiliate of a subsidiary of Algoma.

Each member of the Human Resources and Compensation Committee has direct experience relevant to their responsibilities in executive compensation. Our Board has adopted a Human Resources and Compensation Committee charter setting forth the responsibilities of the committee, which are consistent with the Applicable Rules and include (but are not limited to):

Further particulars of the process by which compensation for our executive officers is determined is provided under "Compensation - Compensation Governance - Principal Elements of Compensation".

Overview

The compensation discussion and analysis below sets out our philosophy for compensating our executive officers, and explains how our policies and practices implement that philosophy.

We are led by an experienced management team with vast industry knowledge and a deep understanding of client needs. The senior management team, combined, have decades of experience working in the steel industry.

The following discussion describes the material elements of compensation paid to the Company's named executive officers for Fiscal 2025. The individuals who served as named executive officers during Fiscal 2025 (collectively, the "Named Executive Officers" or "NEOs") were:

Mr. Garcia retired from his position as Chief Executive Officer of the Company effective December 31, 2025. Upon the retirement of Mr. Garcia as the Chief Executive Officer, Mr. Marwah, formerly the Company's President and Chief Financial Officer, was appointed Chief Executive Officer, effective January 1, 2026.

Upon Mr. Marwah's appointment as Chief Executive Officer, Mr. Michael Moraca was appointed Chief Financial Officer of the Company, effective January 1, 2026.

Compensation Discussion and Analysis

The compensation discussion and analysis below sets out our philosophy for compensating our executive officers and Directors, and explains how our policies and practices implement that philosophy.

Compensation Objectives

To succeed in the North American steel industry and to achieve its business and financial objectives, Algoma needs to attract, retain and motivate a highly talented team of executive officers. Algoma's compensation philosophy is designed to align the compensation provided to its executives, including the NEOs, with the achievement of business objectives, while also enabling Algoma to attract, motivate and retain individuals who contribute to Algoma's long-term success. The Board seeks to compensate executive officers by combining short-term cash and long-term equity incentives. Its focus is to reward the achievement of corporate performance objectives, and to align executive officers' incentives with the Company's performance. The Company's philosophy is to pay fair, reasonable and competitive compensation with a significant equity-based component in order to align the interests of the Company's executive officers with those of its shareholders.

We have designed our executive officer compensation program to achieve the following objectives:

We will continue to evaluate our philosophy and compensation program as circumstances require and will continue to review compensation on an annual basis. As part of this review process, we expect to be guided by the philosophy and objectives outlined above, as well as other factors which may become relevant, including the ability to attract and retain key employees and to adapt to growth and other changes in the Company's business and industry.

In addition, we also understand that our Shareholders have a meaningful interest in our executive compensation practices and believe that our Shareholders should have the opportunity to fully understand the objectives, philosophy and principles the Board and the Human Resources and Compensation Committee have used to make executive compensation decisions. As a result, the Board and the Human Resources and Compensation Committee have implemented a "Say on Pay" vote at the Meeting, offering Shareholders an opportunity to cast an advisory and non-binding vote on Algoma's approach to executive compensation.

Compensation Consultant

In Fiscal 2024 and Fiscal 2025, the HRCC engaged Meridian Compensation Partners ("Meridian"), an independent consulting firm, to provide services in connection with executive officer and director compensation matters, including, among other things, to:

The Human Resources and Compensation Committee considered the information provided by Meridian and the recommendations it made in connection with the above. However the decisions made regarding final compensation were made by, and are the responsibility of, the Board, on recommendation of the HRCC.

The following table summarizes the fees billed by Meridian in respect of services provided to the Company in the Fiscal 2024 and Fiscal 2025:

Meridian does not provide any services to the Company other than directly to the HRCC (or as approved and overseen by the HRCC). Periodically, Meridian is engaged by the Nominating and Governance Committee (the "NGC") to review Board governance related issues.

Peer Group

As part of its engagement with Meridian, the HRCC has determined that its peer group for the purpose of benchmarking executive and director compensation, includes the following comparable public companies, as of the date hereof:

The HRCC intends to continue to use both a compensation peer group and size- and industry-appropriate survey data to inform annual compensation decisions. In anticipation of the annual compensation review process for our NEOs, the peer group and survey data size ranges will be revisited annually to ensure alignment with our profile.

Principal Elements of Compensation

The following discussion supplements the more detailed information concerning executive compensation provided below under "Compensation in Fiscal 2025" and "Summary Compensation Table - Named Executive Officers".

The compensation of the NEOs includes three principal elements: (i) base salary; (ii) short-term incentives; and (iii) long-term incentives, which may consist of options, RSUs and PSUs granted under the Omnibus Incentive Plan (and currently consists of RSUs and PSUs), each as described in further detail below. Perquisites and personal benefits are generally not a significant element of compensation of our executive officers.

Our target pay mix for senior executives is strongly performance-based and strongly at-risk (81% at-risk for the CEO and 67% at-risk for the other NEOs, on average):

CEO Target vs. Realizable Pay (2023, 2024 and 2025)

A significant portion (81%) of Mr. Garcia's CEO compensation consisted of fully at-risk short- and long-term incentives. In addition, 60% of CEO target compensation is denominated in long-term incentives (the mix is 60% PSUs and 40% RSUs), which are designed to focus the CEO on Algoma's long-term success and align fully with the shareholder experience. The majority of long-term incentive compensation is directly affected by the performance of Algoma's common share price as PSUs are impacted by share price, and PSUs are further subject to relative total shareholder return performance.

The table below is a look back comparing grant date total target direct pay for Mr. Garcia to the realized and realizable value of this compensation during the last three years, compared to shareholder return on investment (using Algoma's trading price on Nasdaq). The analysis is based on the return of a $100 investment by a shareholder at the start of a period, and the reinvestment of dividends over the period, compared to $100 of total direct compensation for the CEO for each year.

Notes:

The HRCC assesses realizable pay outcomes regularly in assessing the alignment of compensation with Algoma's shareholders and compensation outcomes with the performance of the business.

Compensation Risk

The HRCC and NGC are responsible for assisting the Board in fulfilling its governance and supervisory responsibilities, and overseeing our human resources, succession planning and compensation policies, processes and practices. The HRCC also ensures that compensation policies and practices provide an appropriate balance of risk and reward consistent with our risk profile. The HRCC's oversight includes setting objectives, evaluating performance and ensuring that total compensation paid to our NEOs and various other key executive officers and key managers is fair, reasonable and consistent with the objectives of our philosophy and compensation program.

We have certain policies and procedures in place to mitigate any risk associated with our compensation program, including the following:

The HRCC has not identified any risks from the Company's compensation practices or policies that are likely to have a material adverse effect on the Company.

Clawback Policy

The Company implemented a clawback policy in November 2023 (the "Clawback Policy"), which was subsequently amended November 12, 2025, compliant with the current requirements of Nasdaq, which applies to all of its executive officers, and extends to all incentive-based compensation received on or after October 2, 2023, excluding base annual salary.

Under the terms of the Clawback Policy, in the event the Company is required to prepare an accounting restatement due to material non-compliance with any financial reporting requirement under applicable securities laws, the HRCC shall take reasonably prompt action to recover from each covered executive the amount of any incentive-based compensation that was granted, earned or paid during the three completed fiscal years preceding the date on which the Company is required to prepare the restatement, to the extent such compensation exceeds the amount that would have been granted, earned or vested had the financial statements been prepared in compliance with applicable financial reporting requirements.

In addition, the Clawback Policy provides for the recovery of incentive-based compensation in circumstances where an executive officer engages in fraud, criminal misconduct, gross negligence or other intentional and serious misconduct that results in an accounting restatement.

Each executive officer, including our NEOs and former executive officers, are considered "covered executives" for purposes of the Clawback Policy.

Share Ownership Guidelines

In Fiscal 2025, to align the interests of the Company's Directors and executives with those of the Shareholders, the HRCC adopted share ownership guidelines applicable to Directors and executives. These guidelines are summarized in the table below:

The relative position of each executive officer and Director with respect to the share ownership guidelines as of December 31, 2025, is outlined in the following table:

Notes:

The ownership position value is determined as the number of eligible shares held multiplied by the VWAP of the Shares for the previous five business days on the Toronto Stock Exchange (TSX) or Nasdaq. Base salary is the current annual salary rate of the executive at any time it is required to be used in calculations under the share ownership guidelines.

A minimum of 50% of a Director's compensation is payable in DSUs, while Directors can elect to receive DSUs for the remaining 50%. Once a Director or executive has reached the minimum requirement, it is expected that the Director or executive will retain at least the minimum level of ownership and not intentionally take action(s) that lead them to fall below the minimum threshold by selling shares on the open market. The HRCC will use discretion in the assessment of maintenance of this ownership level in the event of subsequent share price fluctuations, including the impact to share price from the announcement of US trade measures on steel imports in early 2025. As Algoma uses a valuation methodology that assesses ownership value based on market price, this will lead to greater volatility in ownership levels relative to companies that use a "higher of market or acquired cost" basis for valuation.

For the purposes of calculating ownership under the share ownership guidelines, eligible shares include those held by a Director or executive and/or his/her spouse, children or a trust established for the benefit of those individuals. The shares may be held in an RRSP, 401(k) Plan, or investment accounts in which it is clear that the eligible shares were purchased by the executive, director, or a family member named above.

Eligible shares include the Shares, 100% of unvested RSUs, 100% of earned but unvested PSUs and 100% of DSUs granted under the Company's long-term incentive plans. Aligned with best practice, unearned unvested performance awards are not included in the definition of share ownership.

Directors and executives are expected, at a minimum, to make regular and consistent progress towards the individual holding requirements and be compliant with the share ownership guidelines. Directors and executives must follow the requirements set out in the paragraph below until 100% of their ownership level is met. Sales of shares prior to meeting the minimum share ownership requirements is prohibited. Purchases and sales of Shares must be reported within five days of the transaction to the Corporate Secretary as per the Insider Trading Policy.

To the extent an executive has not met their ownership requirements, upon receiving the cash payout of any type of long-term incentive share unit grant (i.e. PSUs or RSUs), the executive is required to use fifty (50) percent of the long-term incentive payment (net of taxes and fees) to buy the Company's shares in the open market within 30 calendar days following the payout to add to their existing share ownership holding or retain the equivalent fifty (50) percent of settlement of shares. The ownership position value is determined annually, within 120 days following the end of a fiscal year, unless otherwise agreed to by the HRCC, based on the greater weighted average closing price of the Shares for the previous five business days on the TSX or Nasdaq.

To support these requirements, the human resources department of the Company will inform Directors and executives of the dollar amount of net proceeds that must be directed to Share purchases, the deadline to purchase Shares, and the deadline to report Share purchases (if applicable).

Should personal circumstances create a significant barrier to achievement of the ownership position for any Director or executive, the Chief Executive Officer, for executives, and the Chair of the Board, for Directors, will consider the circumstances as appropriate and inform the HRCC.

The human resources department of the Company will administer the share ownership guidelines. A report on ownership level will be provided to each Director and executive, and to the HRCC, on an annual basis. The NGC reserves the authority to alter, amend, interpret or cancel the share ownership guidelines so as to maintain the best interests of the Company.

Compensation - Named Executive Officers

Compensation in Fiscal 2025

The total compensation amounts earned by the NEOs in respect of Fiscal 2025 are set out in the table below under "Summary Compensation Table - Named Executive Officers". The following sections provide details on each of the elements of compensation actually earned in respect of Fiscal 2025.

As a condition of the Large Enterprise Tariff Loan from Canada Enterprise Emergency Funding Corporation and the Ministry of Northern Economic Development and Growth in 2025, the Company is subject to certain restrictions on executive compensation. The HRCC continues to monitor the Company's compensation programs to ensure compliance with these restrictions.

Base Salary

Annual base salaries of the NEOs of the Company in respect of Fiscal 2025, were as follows.

Notes:

Short-Term Incentives

Annual bonuses were determined in accordance with the VCIP, based on a combination of financial and non-financial metrics. The metrics relating to compensation for the first 3-months (January 1, 2025 to March 31, 2025) of Fiscal 2025 were defined prior to the decision taken to change the fiscal year and so are outlined for the twelve-month period ending March 31, 2025. For this period, Algoma achieved 20% of target on the corporate metrics (EBITDA, Shipments, Cash Flow, Safety, Environment and EAF; collectively, the "Corporate Scorecard"), with performance measured against the Board approved targets and thresholds as set out in the table below.

Notes:

The metrics relating to the remainder of Fiscal 2025 were defined based on the 9-month stub period starting April 1, 2025 and ending December 31, 2025 set out in the table below. Algoma achieved 34.4% of target on the corporate metrics (EBITDA, Shipments, Cash Flow, Ship-On-Time, Safety, Environment and EAF; collectively, the "Corporate Scorecard"), with performance measured against the Board approved targets and thresholds as set out in the table below.

Notes:

Sixty-five per cent (65%) of the total annual bonus payout for the CEO and other NEOs was based on the successful achievement of established corporate goals for financial, safety, and environmental performance, with the remainder based on the attainment of key milestones in the execution of the EAF transformation initiative. The HRCC placed a 35% weightage on EAF goals given the importance of the EAF to the future strategy of the Company as a green steel producer. This dual-focused incentive structure is designed to align executive performance with our strategic priorities, ensuring that leadership efforts drive both financial excellence and the advancement of our transformative projects.

The performance-based annual bonuses, calculated pro rata for the period January 1, 2025 to December 31, 2025 are summarized in the table below:

Notes:

Long-Term Incentives

In Fiscal 2025, long-term incentives were granted to NEOs in the form of RSUs with 3-year vesting (40% of mix) and PSUs with a 3-year performance period (60% of mix). The maximum number of Shares which may become issuable upon achieving maximum performance on the PSUs (above 75^th percentile performance relative to the "TSR Performance Group", being a 10-company peer group of North American companies with strong share price correlation to the Company and similar business profiles, referenced below) is 200% of the target PSUs originally granted. No Shares are issuable unless the threshold achievement of the 25^th percentile is achieved.

The three-year performance period for the PSUs granted in March 2025 starts January 1, 2025 and ends December 31, 2027.

In connection with the grants of equity-based awards, the HRCC determines the grant size and terms to be recommended to the Board based on a variety of input factors, such as market data provided by Meridian.

The total equity-based awards granted to each NEO in Fiscal 2025 under the Omnibus Incentive Plan is as follows. Upon Mr. Garcia's retirement and as part of his retirement agreement with Algoma, all unvested equity awards were forfeited (including the 237,886 PSUs and 158,591 RSUs below).

Notes:

Omnibus Incentive Plan Awards

The Company has adopted an Omnibus Incentive Plan which allows our Board to grant long-term equity- based awards, including options, RSUs, PSUs and DSUs to eligible participants. The purpose of the Omnibus Incentive Plan is to, among other things, (a) provide the Company with a mechanism to attract, retain and motivate qualified Directors, officers, employees and consultants of the Company, including its subsidiaries, (b) reward Directors, officers, employees and consultants that have been granted awards under the Omnibus Incentive Plan for their contributions toward the long-term goals and success of the Company, and (c) enable and encourage such Directors, officers, employees and consultants to acquire Shares as long- term investments and proprietary interests in the Company. The material features of the Omnibus Incentive Plan, including the types of awards granted thereunder, are summarized under "Equity Incentive Plans - Omnibus Incentive Plan".

Prior to adoption of the Omnibus Incentive Plan, Algoma Steel Holdings Inc., a wholly owned subsidiary of the Company, adopted a long-term incentive plan on May 13, 2020 (the "Legacy Incentive Plan"), pursuant to which certain LTIP awards (the "LTIP Awards") were granted to employees and directors of Algoma Steel Holdings Inc. and its affiliates. Algoma's Named Executive Officers were generally awarded an initial grant of LTIP Awards in connection with their commencement of employment with Algoma. In connection with the completion of the merger (the "Merger") by a subsidiary of the Company with Legato Merger Corp. in October 2021, each outstanding LTIP Award that had vested was exchanged for a replacement LTIP Award (the "Replacement LTIP Awards"). Each Replacement LTIP Award may be exchanged for one Share

of the Company at a nominal exercise price of approximately $0.01. The Legacy Incentive Plan was discontinued following the Merger and no additional LTIP Awards will be issued under the Legacy Incentive Plan. For further information regarding the Legacy Incentive Plan, see "Equity Incentive Plans - Legacy Incentive Plan".

In addition, in connection with the Merger, certain Shareholders and each holder of Replacement LTIP Awards (including certain NEOs) were granted the contingent right to receive their pro rata portion of up to 37.5 million common shares of the Company if certain conditions were met as of December 31, 2021 and thereafter (the "Earnout Rights"). Each Earnout Right represents the right to receive one Share of the Company.

As of December 31, 2021, all requisite conditions were satisfied in respect of the Earnout Rights held by non-management Shareholders. On February 9, 2022, the Company issued 35,883,692 Shares in connection with the Earnout Rights granted to non-management Shareholders. As of December 31, 2025, 655,453 Earnout Rights held by holders of Replacement LTIP Awards remained outstanding, vested, and unrestricted.

Performance Graphs

The graphs below compare the cumulative total Shareholder return ("TSR") of (i) C$100 invested in Shares of the Company on the TSX with the cumulative total return of the S&P/TSX Composite Index and (ii) US$100 invested in Shares of the Company on Nasdaq with the cumulative total return of the Nasdaq 100 Index for the period the Company has been a reporting issuer (from October 20, 2021 to December 31, 2025). During this period, the cumulative TSR for $100 invested in Shares of the Company was $39.10 on TSX, as compared to $149.67 for the S&P/TSX Composite Index, and was US$34.95 on Nasdaq, as compared with US$164.08 for the Nasdaq 100 Index.

Over the same timeframe, results on the Company's Corporate Scorecard (which drive a portion of the Company's short-term incentives) have directionally aligned with the Company's Share price performance. In addition, as all of Algoma's long-term incentive awards are in the form of equity, the value of which aligns with the Company's financial performance and the value of its equity over the lifetime of the award, the value realized and the realizable value of these awards, rather than their grant date value, is tied directly to Algoma's Share price. The PSUs issued in Fiscal 2025 are linked 100% to relative TSR and pay out in relation to the Company's Share price performance. The value of the PSUs and RSUs precisely track the underlying value of the Shares, so there is significant alignment with Share price performance over the same timeframe.

Summary Compensation Table - Named Executive Officers

The following table sets out information concerning the compensation earned by the NEOs in respect of Fiscal 2025, Fiscal 2024, or Fiscal 2023.

Notes:

Contractual obligation arising from Mr. Garcia's retirement.

As part of its succession planning process, the Board initiated a comprehensive succession planning process to ensure a smooth transition of leadership to support an effective handover from Mr. Garcia to Mr. Marwah as incoming Chief Executive Officer. Following discussions concerning an accelerated retirement, the Board approved the following contractual arrangements upon Mr. Garcia's retirement effective on December 31, 2025: (i) a payment of US $765,000, payable in equal instalments over the 12-month period following his retirement date; (ii) a pro-rated VCIP payment in respect of the 9-month stub period from April 1, 2025 to December 31, 2025, calculated at his full target of 115% of base salary and fixed at US $659,812.50; (iii) continuation of group benefits for the duration of the 12-month period; and (iv) payment of his pro-rated equalization allowance through to the retirement date in the amount of US$58,333.33. In connection with his departure, all unvested PSUs and RSUs outstanding as of December 31, 2025, as well as the monthly car allowance and financial and tax planning allowance, were cancelled. Algoma does not provide severance in connection with voluntary retirement or resignation; the compensation described above was provided solely pursuant to an agreement between the Board and Mr. Garcia in connection with his retirement on December 31, 2025, on terms determined by the Board to facilitate a seamless leadership transition. The economic terms agreed with Mr. Garcia were materially lower than those to which he would have otherwise been entitled under the termination without cause provisions of his employment agreement with the Company.

Outstanding Share Based Awards and Option Based Awards - Named Executive Officers

The following table describes the outstanding Share-based awards held by NEOs as at December 31, 2025. No option-based awards were granted by the Company in Fiscal 2025, Fiscal 2024, or Fiscal 2023.

These represent the RSUs and PSUs awarded to the Company's NEOs under the Omnibus Incentive Plan, granted and outstanding up to Fiscal 2025, and Replacement LTIP Awards and Earnout Rights granted to the NEOs in accordance with the terms of the Legacy Incentive Plan and in connection with the Merger, respectively, each as discussed above.

Notes:

Incentive Plan Awards - Value Vested or Earned During the Year - Named Executive Officers

Notes:

Employment Agreements - Named Executive Officers

We have entered into an employment agreement with each of our NEOs, pursuant to which each of the NEOs serves in their respective positions for an indefinite term. A summary of certain of the current terms of the agreements follows.

Under his employment agreement, effective June 1, 2022, as amended, Mr. Garcia was entitled to an annual base salary of US$765,000 (C$1,042,236, calculated using the Bank of Canada exchange rate on April 30, 2026, being US$1 to C$1.3624) for Fiscal 2025. Mr. Garcia was also eligible to participate in our annual incentive bonus plans, with an annual cash incentive bonus targeted at 115% of his annual base salary, and annual equity incentive bonus targeted at 325% of his annual base salary. Mr. Garcia retired from his position of Chief Executive Officer effective as of January 1, 2026, and is no longer employed by the Company.

Under his employment agreement, effective June 12, 2020, as amended, Mr. Marwah was entitled to an annual base salary of $543,762 for Fiscal 2025. Mr. Marwah is also eligible to participate in our annual incentive bonus plans, with an annual cash incentive bonus targeted at 80% of his annual base salary, and annual equity incentive bonus targeted at 140% of his annual base salary.

Under his employment agreement, effective June 12, 2020, as amended, Mr. Naccarato was entitled to an annual base salary of $504,900 for Fiscal 2025. Mr. Naccarato is also eligible to participate in our annual incentive bonus plans, with an annual cash incentive bonus targeted at 80% of his annual base salary, and annual equity incentive bonus targeted at 140% of his annual base salary.

Under his employment agreement, effective July 1, 2023, as amended, Mr. Panzeri was entitled to an annual base salary of $596,700 for Fiscal 2025. Mr. Panzeri is also eligible to participate in

our annual incentive bonus plans, with an annual cash incentive bonus targeted at 80% of his annual base salary, and annual equity incentive bonus targeted at 140% of his annual base salary.

Under his employment agreement, effective June 12, 2020, as amended, Mr. Nogalo was entitled to an annual base salary of $425,000 for Fiscal 2025. Mr. Nogalo is also eligible to participate in our annual incentive bonus plans, with an annual cash incentive bonus targeted at 80% of his annual base salary, and annual equity incentive bonus targeted at 70% of his annual base salary. Mr. Nogalo retired from his position of Vice-President - Strategic Transformation effective as of April 1, 2026, and is no longer employed by the Company.

Payments upon Termination Without Cause or on a Change of Control

The following table provides an estimate of the payments payable by the Company to each of the NEOs, assuming a termination without cause taking place on December 31, 2025: